What changed in this filing

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Item 1. Financial Statements

2026-10-23 compared with 2026-07-29 · 100 added, 102 removed, 530 unchanged (28% of the section changed)

4 unchanged sentences

(In millions)

June 30, 2026 December 31, 2025

September 30, 2026 December 31, 2025

Current Assets:

49 unchanged sentences

(In millions, except per share amounts)

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

2026 2025 2026 2025

5 unchanged sentences

84.7 38.6 135.8 127.4

Loss on assets held for sale and dispositions

Net (gain) loss on assets held for sale and dispositions ( 106.8 ) — ( 72.5 ) —

Cost of services 5,063.6 3,282.8 15,533.6 9,691.0

5 unchanged sentences

Interest Income 28.6 17.2 105.5 68.8

Income Before Income Taxes and Income (Loss) From Equity Method Investments

829.2 398.5 1,403.4 821.7

Income Before Income Taxes and Income From Equity Method Investments 887.5 486.9 2,290.9 1,308.6

Income Tax Expense 215.4 132.3 594.8 373.5

Income (Loss) From Equity Method Investments

1.1 ( 0.2 ) 0.2 0.7

Income From Equity Method Investments 2.5 5.8 2.7 6.5

Net Income 674.6 360.4 1,698.8 941.6

13 unchanged sentences

(In millions)

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

2026 2025 2026 2025

21 unchanged sentences

(In millions, except per share amounts)

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

2026 2025 2026 2025

38 unchanged sentences

(In millions)

Six Months Ended June 30,

Nine Months Ended September 30,

Cash Flows From Operating Activities:

Net income $ 1,698.8 $ 941.6

Adjustments to reconcile net income to net cash used in operating activities:

Adjustments to reconcile net income to net cash provided by (used in) operating activities:

Depreciation and amortization of right-of-use assets 144.6 103.4

2 unchanged sentences

Severance and repositioning costs

Loss on assets held for sale and dispositions

Net (gain) loss on assets held for sale and dispositions ( 72.5 ) —

Other, net 8.0 3.1

4 unchanged sentences

Acquisition of businesses and interests in affiliates, net of cash acquired ( 7.1 ) ( 0.8 )

Proceeds from assets held for sale

Proceeds from assets held for sale and dispositions 413.9 —

Other, net — 50.7

35 unchanged sentences

Omnicom is the acquirer of IPG under U.S.

GAAP and as a result, the consolidated financial statements of Omnicom for periods prior to the Closing Date do not include the results of operations, financial position, or cash flows of IPG.

The consolidated financial statements of Omnicom for periods prior to the Closing Date do not include the results of operations, financial position, or cash flows of IPG.

The results of operations of IPG are included in Omnicom’s consolidated financial statements only from the Closing Date forward.

1 unchanged sentence

See Note 5 to the consolidated financial statements for more information related to the Merger.

For the three and six months ended June 30, 2026, we recorded $ 40.1 million and $ 99.5 million, respectively, of integration and acquisition related costs related to the Merger in selling, general and administrative expenses.

During the three and six months ended June 30, 2025, we recorded $ 66.0 million and $ 99.8 million, respectively, of acquisition related costs related to the Merger in selling, general and administrative expenses.

The results of IPG are not included in our 2025 results of operations.

For the three and nine months ended September 30, 2026, we recorded $ 40.4 million and $ 139.9 million, respectively, of integration related costs for the Merger in selling, general and administrative expenses.

During the three and nine months ended September 30, 2025, we recorded $ 60.8 million and $ 160.6 million, respectively, of acquisition related costs related to the Merger in selling, general and administrative expenses.

The results of IPG are not included in our 2025 results of operations for the periods presented.

Risks and Uncertainties

17 unchanged sentences

Revenue by discipline:

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2026 2025 2026 2025

Integrated Media $ 3,256.0 $ 2,055.7 $ 9,493.8 $ 5,860.1

$ 3,259.4 $ 1,999.1 $ 6,237.8 $ 3,804.4

Advertising 1,011.5 724.8 3,150.8 2,111.3

3 unchanged sentences

$ 6,422.8 $ 4,037.1 $ 19,228.2 $ 11,743.1

1) Revenue for the three and six months ended June 30, 2026 includes amounts attributable to disposals or entities classified as held for sale, consisting of $ 567.5 million and $ 1.2 billion, respectively.

1) Revenue for the three and nine months ended September 30, 2026 includes amounts attributable to disposals or entities classified as held for sale, consisting of $ 412.1 million and $ 1.6 billion, respectively.

Economic factors affecting our revenue

2 unchanged sentences

Revenue by geographic market:

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2026 2025 2026 2025

5 unchanged sentences

$ 6,422.8 $ 4,037.1 $ 19,228.2 $ 11,743.1

The Americas is comprised of North America, which includes the United States, Canada and Puerto Rico, and Latin America, which includes South America and Mexico.

1 unchanged sentence

Asia-Pacific includes Australia, Greater China, India, Japan, Korea, New Zealand, Singapore and other Asian countries.

Revenue in the United States for the three months ended June 30, 2026 and 2025 was $ 3.8 billion and $ 2.1 billion, respectively, and revenue in the United States for the six months ended June 30, 2026 and 2025 was $ 7.5 billion and $ 4.1 billion, respectively.

Revenue in the United States for the three months ended September 30, 2026 and 2025 was $ 3.8 billion and $ 2.1 billion, respectively, and revenue in the United States for the nine months ended September 30, 2026 and 2025 was $ 11.3 billion and $ 6.2 billion, respectively.

Contract balances

Contract balances include work in process and customer advances that primarily consist of advance billings to customers in accordance with the terms of the client contracts, primarily for the reimbursement of third-party costs.

June 30, 2026 December 31, 2025 June 30, 2025

September 30, 2026 December 31, 2025 September 30, 2025

Work in process:

3 unchanged sentences

Customer advances $ 2,308.2 $ 1,727.6 $ 1,273.0

There were no impairment charges recorded in work in process in the six months ended June 30, 2026 and 2025.

There were no impairment charges recorded in work in process in the nine months ended September 30, 2026 and 2025.

The majority of our contracts are for periods of one year or less, with the exception of our data management contracts.

For those contracts with a term of more than one year, we had approximately $ 455.7 million of unsatisfied performance obligations as of June 30, 2026, which will be recognized as services are performed over the remaining contractual terms through 2030.

For those contracts with a term of more than one year, we had approximately $ 426.0 million of unsatisfied performance obligations as of September 30, 2026, which will be recognized as services are performed over the remaining contractual terms through 2030.

Net Income per Share

Basic and diluted net income per share:

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2026 2025 2026 2025

9 unchanged sentences

Diluted $ 2.38 $ 1.75 $ 5.77 $ 4.51

The number of potential shares of common stock excluded from diluted shares outstanding was 6.2 million and 6.5 million for the three months ended June 30, 2026 and 2025, respectively, and 6.2 million and 5.8 million for the six months ended June 30, 2026 and 2025, respectively, because the effect of including those shares of common stock in the calculation would have been anti-dilutive.

The increase in our weighted average shares in 2026 is a result of the inclusion of outstanding shares issued in connection with the acquisition of IPG, see Note 5 to the consolidated financial statements.

The number of potential shares of common stock excluded from diluted shares outstanding was 6.0 million for each of the three and nine months ended September 30, 2026 and 5.8 million for each of the three and nine months ended September 30, 2025, because their inclusion would have been anti-dilutive.

The increase in our weighted average shares in 2026 was primarily due to the inclusion of shares issued in connection with the Merger, partially offset by share repurchases, including shares repurchased pursuant to the accelerated share repurchase program.

See Note 5 to the consolidated financial statements.

Goodwill and Intangible Assets

Change in goodwill:

Six Months Ended June 30,

Nine Months Ended September 30,

January 1 $ 18,641.4 $ 10,677.4

5 unchanged sentences

$ 18,608.8 $ 10,915.2

*The increase in goodwill in the six months ended June 30, 2026 is primarily attributable to adjustments to the preliminary purchase price accounting for the IPG acquisition in November 2025 (see Note 5 to the consolidated financial statements).

There were no goodwill impairment charges recorded in the six months ended June 30, 2026 and 2025, and there are no accumulated goodwill impairment charges.

1) The increase in goodwill in the nine months ended September 30, 2026 is primarily due to adjustments to the preliminary purchase price accounting for the Merger in November 2025 (see Note 5 to the consolidated financial statements).

There were no goodwill impairment charges recorded in the nine months ended September 30, 2026 or 2025, and we have no accumulated goodwill impairment charges.

We completed our annual goodwill impairment test as of May 1, 2026.

The market assumptions used in our assessment reflected the current economic environment (see Note 1 to the consolidated financial statements).

Based on the results of our impairment test, we concluded that our goodwill was not impaired at May 1, 2026.

The market assumptions used in our assessment reflect the current economic environment (see Note 1 to the consolidated financial statements).

Based on our impairment test results, we concluded that our goodwill was not impaired as of May 1, 2026.

No events or circumstances through September 30, 2026 would change our impairment assessment.

Intangible assets:

June 30, 2026 December 31, 2025

September 30, 2026 December 31, 2025

Value Accumulated

9 unchanged sentences

Amortization of intangible assets:

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2026 2025 2026 2025

6 unchanged sentences

Purchase Consideration

Pursuant to the Merger Agreement, the 361,498,876 shares of IPG common stock (the “IPG common stock”) (par value $0.10 per share) that were issued and outstanding immediately prior to the Merger were converted into 124,352,188 shares of Omnicom common stock (par value $0.15 per share) and cash in lieu of fractional shares, based on an exchange ratio (the “Exchange Ratio”) of 0.344 shares of Omnicom common stock for each share of IPG common stock.

Pursuant to the merger agreement between Omnicom and IPG, the 361,498,876 shares of IPG common stock (the “IPG common stock”) (par value $0.10 per share) that were issued and outstanding immediately prior to the Merger were converted into 124,352,188 shares of Omnicom common stock (par value $0.15 per share) and cash in lieu of fractional shares, based on an exchange ratio (the “Exchange Ratio”) of 0.344 shares of Omnicom common stock for each share of IPG common stock.

Following the closing of the Merger, legacy Omnicom shareholders owned approximately 60.6% of the combined company, and legacy IPG shareholders owned approximately 39.4%, on a fully diluted basis.

24 unchanged sentences

Total Consideration $ 8,893.5

The purchase accounting process has not been completed as of June 30, 2026, including the finalization of the purchase price allocation.

The purchase accounting process has not been completed as of September 30, 2026, including the finalization of the purchase price allocation.

The Company has not yet finalized the valuation of certain assets acquired and liabilities assumed, including identifiable intangible assets.

The preliminary fair values of identifiable assets as of June 30, 2026 include Trade Names of $ 792.0 million, Customer Relationships of $ 3,616.0 million, and Technology and Other of $ 170.9 million.

During the six months ended June 30, 2026, the adjustments to goodwill related primarily to the updates of the fair value of acquired software and deferred taxes.

The preliminary fair values of identifiable assets as of September 30, 2026 include Trade Names of $ 792.0 million, Customer Relationships of $ 3.6 billion, and Technology and Other of $ 167.7 million.

During the nine months ended September 30, 2026, the adjustments to goodwill related primarily to the updates of the fair value of acquired software and deferred taxes.

The purchase price allocation may be adjusted during the measurement period, which will not exceed one year from the Closing Date.

Integration and Acquisition-Related Costs

During the three and six months ended June 30, 2026, the Company incurred approximately $ 40.1 million and $ 99.5 million, respectively, of integration and acquisition related costs associated primarily with the acquisition of IPG.

During the three and six months ended June 30, 2025, the Company incurred approximately $ 66.0 million and $ 99.8 million, respectively, of acquisition related costs associated primarily with the acquisition of IPG.

During the three and nine months ended September 30, 2026, the Company incurred approximately $ 40.4 million and $ 139.9 million, respectively, of integration related costs associated primarily with the acquisition of IPG.

During the three and nine months ended September 30, 2025, the Company incurred approximately $ 60.8 million and $ 160.6 million, respectively, of acquisition related costs associated primarily with the acquisition of IPG.

These costs consist mainly of third-party professional fees and were recorded within selling, general and administrative expenses in the consolidated statements of income.

The Company may incur additional integration and acquisition-related costs in the future related to the acquisition of IPG.

The Company may incur additional integration costs in the future related to the acquisition of IPG.

Credit Facility

On November 26, 2025, the Company entered into a Fourth Amended and Restated Five Year Credit Agreement (the “Credit Agreement Amendment”), which amended and restated the Company’s Third Amended and Restated Five Year Credit Agreement, dated as of June 2, 2023.

On November 26, 2025, in connection with the Merger, the Company entered into a Fourth Amended and Restated Five Year Credit Agreement (the “Credit Agreement Amendment”), which amended and restated the Company’s Third Amended and Restated Five Year Credit Agreement, dated as of June 2, 2023.

The Credit Agreement Amendment, among other things, (i) increased the unsecured multi-currency revolving credit facility (the “Credit Facility”) amount from $2.5 billion to $ 3.5 billion, (ii) reduced the facility fee and applicable margin, (iii) extended the termination date (with respect to the available commitments of the extending lenders) from June 2, 2028 to November 26, 2030 and (iv) designated Omnicom as sole borrower under the Credit Facility.

1 unchanged sentence

Dollar denominated commercial paper under a U.S.

commercial paper program, and issue up to the equivalent of $ 500 million in British Pounds, Euro, or U.S.

Dollars under a Euro commercial paper program.

commercial paper program, and issue up to the equivalent of $ 500 million in British Pounds or Euros under a Euro commercial paper program.

In addition, certain of our subsidiaries have uncommitted credit lines that are guaranteed by Omnicom, aggregating $ 952.7 million.

All of these facilities provide additional liquidity sources for operating capital and general corporate purposes.

During the three months ended June 30, 2026, we issued commercial paper, and the average and maximum amounts outstanding during the quarter were $ 34.0 million and $ 230.0 million, respectively.

During the six months ended June 30, 2026, we issued commercial paper, and the average and maximum amounts outstanding were $ 147.3 million and $ 632.6 million, respectively.

There were no issuances of commercial paper for the three and six months ended June 30, 2025.

At both June 30, 2026 and 2025, there were no outstanding commercial paper issuances.

During the three months ended September 30, 2026, we issued commercial paper, and the average and maximum amounts outstanding during the quarter were $ 436.4 million and $ 730.0 million, respectively.

During the nine months ended September 30, 2026, we issued commercial paper, and the average and maximum amounts outstanding were $ 244.7 million and $ 730.0 million, respectively.

There were no issuances of commercial paper for the three and nine months ended September 30, 2025.

At both September 30, 2026 and 2025, there were no outstanding commercial paper issuances.

The Credit Facility has a financial covenant that requires us to maintain a Leverage Ratio (as defined in the Credit Facility) of consolidated indebtedness to consolidated EBITDA (earnings before interest, taxes, depreciation, amortization and non-cash charges) of no more than 3.5 times for the most recently ended 12-month period.

At June 30, 2026, we were in compliance with this covenant as our Leverage Ratio, computed in accordance with the terms of the facility, was 2.4 times.

At September 30, 2026, we were in compliance with this covenant as our Leverage Ratio, computed in accordance with the terms of the Credit Facility, was 2.3 times.

The Credit Facility does not limit our ability to declare or pay dividends or repurchase our common stock.

Short-Term Debt

Short-term debt of $ 48.8 million and $ 62.0 million at June 30, 2026 and December 31, 2025, respectively, represented bank overdrafts and short-term borrowings primarily of our international subsidiaries.

Short-term debt of $ 60.5 million and $ 62.0 million at September 30, 2026 and December 31, 2025, respectively, represented bank overdrafts and short-term borrowings primarily of our international subsidiaries.

Long-Term Debt

Long-term debt:

June 30, 2026 December 31, 2025

September 30, 2026 December 31, 2025

3.600 % Senior Notes due 2026

31 unchanged sentences

Omnicom has fully and unconditionally guaranteed the obligations of OFH with respect to the € 500 million 0.800 % Senior Notes due 2027, the € 500 million 1.400 % Senior Notes due 2031, the € 600 million 3.700 % Senior Notes due 2032, and the € 600 million 3.850 % Senior Notes due 2034 (collectively, the "Euro Notes").

The € 500 million 0.800 % Senior Notes are due in July of 2027, and accordingly, have been reclassified to current liabilities on the balance sheet.

OFH’s assets consist of its investments in several wholly owned finance companies that function as treasury centers, providing funding for various operating companies in Europe, Australia, and other countries in the Asia-Pacific region.

The finance companies’ assets consist of cash and cash equivalents and intercompany loans that they make or have made to the operating companies in their respective regions and the related interest receivable.

There are no restrictions on the ability of Omnicom or OFH to obtain funds from their subsidiaries through dividends,

loans, or advances.

There are no restrictions on the ability of Omnicom or OFH to obtain funds from their subsidiaries through dividends, loans, or advances.

The Euro Notes and the related guarantees are senior unsecured obligations that rank equal in right of payment with all existing and future unsecured senior indebtedness of OFH and Omnicom, respectively.

2 unchanged sentences

There are no restrictions on the ability of Omnicom or OCH to obtain funds from their subsidiaries through dividends, loans, or advances.

There are no restrictions on the ability of

Omnicom or OCH to obtain funds from their subsidiaries through dividends, loans, or advances.

The Sterling Notes and the related guarantee are senior unsecured obligations that rank equal in right of payment with all existing and future unsecured senior indebtedness of OCH and Omnicom, respectively.

9 unchanged sentences

Segment revenue, segment operating expenses and segment operating income of our operating segments:

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2026 2025 2026 2025

12 unchanged sentences

Segment Operating Income $ 1,010.0 $ 629.5 $ 2,763.6 $ 1,709.9

Reconciliation of segment operating income to income before income taxes and income (loss) from equity method investments:

Three Months Ended June 30, Six Months Ended June 30,

Reconciliation of segment operating income to income before income taxes and income from equity method investments:

Three Months Ended September 30, Nine Months Ended September 30,

2026 2025 2026 2025

1 unchanged sentence

Severance and repositioning costs 84.7 38.6 135.8 127.4

47.0 88.8 51.1 88.8

Loss on assets held for sale and dispositions

Net (gain) loss on assets held for sale and dispositions ( 106.8 ) — ( 72.5 ) —

Integration and acquisition related costs 40.4 60.8 139.9 160.6

40.1 66.0 99.5 99.8

Operating Income 991.7 530.1 2,560.4 1,421.9

1 unchanged sentence

Interest Income 28.6 17.2 105.5 68.8

Income Before Income Taxes and Income (Loss) From Equity Method Investments

$ 829.2 $ 398.5 $ 1,403.4 $ 821.7

We reconcile segment operating income to income before income taxes and income (loss) from equity method investments as income tax expense is reviewed at the consolidated level and the segment managers are not held accountable for performance of net income.

Income Before Income Taxes and Income From Equity Method Investments $ 887.5 $ 486.9 $ 2,290.9 $ 1,308.6

We reconcile segment operating income to income before income taxes and income from equity method investments as income tax expense is reviewed at the consolidated level and the segment managers are not held accountable for performance of net income.

The agency networks' regional reporting units comprise three principal regions:

1 unchanged sentence

The regional reporting units monitor the performance and are responsible for the agencies in their region.

Agencies within the regional reporting units serve similar clients in similar industries and, in many cases, the same clients and have similar economic characteristics.

Agencies within the regional reporting units serve similar clients in similar industries and, in many cases, have the same clients and similar economic characteristics.

Revenue and long-lived assets and goodwill by geographic region:

Americas EMEA Asia-Pacific

June 30, 2026

September 30, 2026

Revenue - Three months ended

$ 4,204.3 $ 1,612.0 $ 606.5

Revenue - Six months ended

Revenue - Nine months ended

$ 12,524.8 $ 4,924.5 $ 1,778.9

Long-lived assets and goodwill $ 13,651.3 $ 5,745.1 $ 1,346.2

June 30, 2025

September 30, 2025

Revenue - Three months ended

$ 2,371.7 $ 1,202.8 $ 462.6

Revenue - Six months ended

Revenue - Nine months ended

$ 6,903.9 $ 3,501.1 $ 1,338.1

Long-lived assets and goodwill $ 8,083.0 $ 3,981.7 $ 716.5

Our effective tax rate for the six months ended June 30, 2026 was 27.0 % compared to 29.4 % for the six months ended June 30, 2025.

The decrease was primarily due to the non-deductibility of certain integration and acquisition related costs in connection with the Merger that negatively impacted the effective tax rate in 2025.

The effective tax rates for 2026 and 2025 reflect the impact of the lower tax benefit associated with severance and repositioning charges and IPG acquisition related costs.

Our effective tax rate for the nine months ended September 30, 2026 was 26.0 % compared to 28.5 % for the nine months ended September 30, 2025.

The 2026 effective tax rate included the impact of favorable settlements of uncertain tax positions.

The effective tax rates for both 2026 and 2025 reflect the impact of the lower tax benefit associated with severance and repositioning charges and IPG acquisition-related costs.

Numerous foreign jurisdictions have enacted legislation to adopt a minimum effective tax rate described in the Global Anti-Base Erosion, or Pillar Two, model rules issued by the Organization for Economic Co-operation and Development ("OECD").

9 unchanged sentences

On July 4, 2025, the One Big Beautiful Bill Act was signed into law in the U.S., which contains a broad range of tax reform provisions affecting businesses.

The legislation does not have a material impact on our financial statements.

At June 30, 2026, our gross unrecognized tax benefits were $ 442.5 million.

The legislation did not have a material impact on our financial statements.

At September 30, 2026, our gross unrecognized tax benefits were $ 447.5 million.

Of this amount, approximately $ 430.9 million would affect our effective tax rate upon resolution of the uncertain tax positions.

3 unchanged sentences

Postemployment Arrangements

Six Months Ended June 30, Six Months Ended June 30,

Nine Months Ended September 30, Nine Months Ended September 30,

2026 2025 2026 2025

5 unchanged sentences

Total net periodic benefit expense $ 20.9 $ 12.2 $ 7.6 $ 8.5

In the six months ended June 30, 2026 and 2025, we contributed $ 0.6 million and $ 0.2 million, respectively, to the defined benefit pension plans.

In the nine months ended September 30, 2026 and 2025, we contributed $ 2.6 million and $ 0.5 million, respectively, to the defined benefit pension plans.

Severance and Repositioning Costs

Severance and repositioning costs incurred during the three and six months ended June 30, 2026 were $ 47.0 million and $ 51.1 million, respectively, and consist primarily of severance and employee-related termination benefits, as well as real estate repositioning costs.

Severance and repositioning costs incurred during the three and nine months ended September 30, 2026 were $ 84.7 million and $ 135.8 million, respectively and consist primarily of real estate and other exit charges.

Severance and repositioning costs for the nine-month period also included severance and employee-related termination benefits.

Severance and repositioning costs reflect integration-related actions and adjustments to estimates for actions taken during the year ended December 31, 2025 related to the Merger.

In connection with our strategic initiatives, operating expenses for both the three and six months ended June 30, 2025 included $ 88.8 million ($ 67.2 million after-tax) of repositioning costs, primarily related to severance actions related to efficiency initiatives, primarily within the Omnicom Advertising Group and the Omnicom Production Group.

The following table summarizes activity during the six months ended June 30, 2026 related to adjustments to liabilities for severance and contract terminations and other, which are expected to be settled in cash.

In addition, real estate write-downs of $ 1.4 million were recorded during the period, which is a non-cash charge.

In connection with our strategic initiatives, operating expenses for the three and nine months ended September 30, 2025 included $ 38.6 million and $ 127.4 million, respectively, of repositioning costs, primarily related to severance actions as we prepared to integrate IPG.

Operating expenses for the nine months ended September 30, 2025 also reflected efficiency initiatives taken in the second quarter of 2025, primarily within Omnicom Advertising and Omnicom Production.

The following table summarizes activity during the nine months ended September 30, 2026 related to adjustments to liabilities for severance and contract terminations and other, which are expected to be settled in cash.

In addition, real estate and other exit charges of $ 86.1 million were recorded during the period, which are non-cash charges.

Liability at December 31, 2025

Expense Cash Payments Liability at June 30, 2026

Expense Cash Payments Liability at September 30, 2026

Severance $ 539.4 $ 49.7 $ ( 402.6 ) $ 186.5

2 unchanged sentences

$ 619.8 $ 49.7 $ ( 440.0 ) $ 229.5

Loss on Assets Held for Sale or Dispositions of Subsidiaries

Assets Held for Sale and Dispositions of Subsidiaries

During the fourth quarter of 2025, management determined that the assets and liabilities of certain businesses planned for disposition in the next twelve months, primarily within the Advertising and Experiential & Other (formerly, Execution & Support) disciplines, met the criteria to be classified as held for sale.

Accordingly, these businesses were recorded at net realizable value - fair value less cost to sell.

The disposals do not represent a strategic shift that has or will have a major effect on our operations or financial results and therefore do not qualify for discontinued operations presentation.

In the first quarter of 2026, we recorded impairment charges of $ 34.3 million to write down the businesses identified for disposition to net realizable value.

The disposals did not represent a strategic shift that has or will have a major effect on our operations or financial results and therefore do not qualify for discontinued operations presentation.

In the third quarter of 2026, we recognized a net gain on the disposition of subsidiaries of $ 106.8 million.

In the first quarter of 2026, we recorded impairment charges of $ 34.3 million to write down certain other businesses identified for disposition to net realizable value.

Fair value was determined using discounted cash flow analyses, supplemented by observable market inputs where available.

These charges were recorded in loss on assets held for sale and dispositions in the consolidated statements of income.

In addition, we closed on the sale of certain legacy IPG businesses and recorded an adjustment to goodwill (see Note 5 to the consolidated financial statements).

The following table presents the major classes of assets and liabilities classified as held for sale and included in the consolidated balance sheet as of June 30, 2026.

Assets and liabilities classified as held for sale are presented separately within current assets and current liabilities, respectively, in the consolidated balance sheet as of June 30, 2026.

June 30, December 31,

These charges were recorded in net (gain) loss on assets held for sale and dispositions in the consolidated statements of income.

In addition, we closed on the sale of certain legacy IPG businesses and recorded an adjustment to goodwill, if applicable (see Note 5 to the consolidated financial statements).

The following table presents the major classes of assets and liabilities classified as held for sale and included in the consolidated balance sheet as of September 30, 2026.

Assets and liabilities classified as held for sale are presented separately within current assets and current liabilities, respectively, in the consolidated balance sheet as of September 30, 2026.

September 30, December 31,

Assets Held for Sale or Disposition

12 unchanged sentences

Change in operating capital:

Six Months Ended June 30,

Nine Months Ended September 30,

(Increase) decrease in accounts receivable $ 1,289.8 $ 983.8

2 unchanged sentences

(Decrease) in customer advances, taxes payable and other current liabilities ( 334.1 ) ( 309.2 )

( 396.1 ) ( 447.8 )

Change in other assets and liabilities, net ( 89.1 ) ( 100.6 )

13 unchanged sentences

Currency Translation Total

Six Months Ended June 30, 2026

Nine Months Ended September 30, 2026

January 1 $ ( 1.3 ) $ ( 40.2 ) $ ( 1,224.3 ) $ ( 1,265.8 )

3 unchanged sentences

$ ( 0.4 ) $ ( 39.4 ) $ ( 1,224.4 ) $ ( 1,264.2 )

Six Months Ended June 30, 2025

Nine Months Ended September 30, 2025

January 1 $ ( 5.0 ) $ ( 25.5 ) $ ( 1,445.4 ) $ ( 1,475.9 )

4 unchanged sentences

Financial assets and liabilities measured at fair value on a recurring basis:

June 30, 2026

September 30, 2026

Level 1 Level 2 Level 3 Total

10 unchanged sentences

Changes in contingent purchase price obligations:

Six Months Ended June 30,

Nine Months Ended September 30,

January 1 $ 214.9 $ 220.1

5 unchanged sentences

Carrying amount and fair value of our financial assets and liabilities:

June 30, 2026 December 31, 2025

September 30, 2026 December 31, 2025

Value Carrying

3 unchanged sentences

Cross currency swaps - net investment hedge 13.1 13.1 7.1 7.1

Short-term debt $ 48.8 $ 48.8 $ 62.0 $ 62.0

Foreign currency derivatives 0.4 0.4 — —

Short-term debt $ 60.5 $ 60.5 $ 62.0 $ 62.0

Contingent purchase price obligations 266.7 266.7 214.9 214.9

7 unchanged sentences

Pursuant to this authorization, we also entered into an accelerated share repurchase ("ASR") program to repurchase approximately $ 2.5 billion of our common stock and received an aggregate initial share delivery of 24.7 million shares of our common stock.

We received an additional 7.5 million shares upon settlement of the ASR agreement in May 2026 and recorded the final adjustment, which increased additional paid-in-capital.

We received an additional 7.5 million shares upon settlement of the ASR agreement in May 2026 and recorded this final adjustment, which increased additional paid-in-capital.

Subsequent Events

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements