UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q


			☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, ~~2021~~2022


			☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 1-6686

THE INTERPUBLIC GROUP OF COMPANIES, INC.

(Exact name of registrant as specified in its charter)


Delaware						13-1024020
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

909 Third Avenue, New York, New York 10022

(Address of principal executive offices) (Zip Code)

(212)704-1200

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.10 per share	IPG	The New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ý No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer

☒

Accelerated Filer

☐

Non-accelerated Filer

☐

Smaller Reporting Company

☐

Emerging Growth Company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ý

The number of shares of the registrant’s common stock outstanding as of April ~~15, 2021~~18, 2022 was ~~393,375,648~~393,664,189.

INDEX


		Page
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)
	Consolidated Statements of Operations for the Three Months Ended March 31, ~~2021~~202 2 and ~~2020~~2021	3
	Consolidated Statements of Comprehensive Income for the Three Months Ended March 31, ~~2021~~2022 and ~~2020~~2021	4
	Consolidated Balance Sheets as of March 31, ~~2021~~20 2 2 and December 31, ~~2020~~202 1	5
	Consolidated Statements of Cash Flows for the Three Months Ended March 31, ~~2021~~202 2 and ~~2020~~202 1	6
	Consolidated Statements of Stockholders’ Equity for the Three Months Ended March 31, ~~2021~~20 2 2 and ~~2020~~202 1	7
	Notes to Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2324
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	3941
Item 4.	Controls and Procedures	3941
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	4042
Item 1A.	Risk Factors	4042
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	4042

Item 6.	Exhibits	4042
INDEX TO EXHIBITS		4143
SIGNATURES		4244

INFORMATION REGARDING FORWARD-LOOKING DISCLOSURE

This quarterly report on Form 10-Q contains forward-looking statements. Statements in this report that are not historical facts, including statements about management’s beliefs and expectations, constitute forward-looking statements. Without limiting the generality of the foregoing, words such as “may,” “will,” “expect,” “believe,” “anticipate,” “intend,” “could,” “would,” “estimate,” “continue” or comparable terminology are intended to identify forward-looking statements. These statements are based on current plans, estimates and projections, and are subject to change based on a number of factors, including those outlined under Item 1A, Risk Factors, in our most recent annual report on Form 10-K and our quarterly reports on Form 10-Q. Forward-looking statements speak only as of the date they are made, and we undertake no obligation to update publicly any of them in light of new information or future events.

Forward-looking statements involve inherent risks and uncertainties. A number of important factors could cause actual results to differ materially from those contained in any forward-looking statement. Such factors include, but are not limited to, the following:

•the effects of a challenging economy on the demand for our advertising and marketing services, on our clients’ financial condition and on our business or financial condition;

•the impacts of the ~~novel~~COVID-19 pandemic, including unanticipated developments like the emergence of new coronavirus ~~(COVID-19) pandemic~~variants or any shortfalls in vaccination efforts, and ~~the~~associated mitigation measures ~~to contain its spread, including~~such as social distancing efforts and restrictions on businesses, social activities and travel ~~any failure to realize anticipated benefits from the rollout of COVID-19 vaccination campaigns and the resulting impact~~ on the economy, our clients and demand for our services, which may precipitate or exacerbate other risks and uncertainties;

•our ability to attract new clients and retain existing clients;

•our ability to retain and attract key employees;

•risks associated with assumptions we make in connection with our critical accounting estimates, including changes in assumptions associated with any effects of a ~~weakened~~challenging economy;

•potential adverse effects if we are required to recognize impairment charges or other adverse accounting-related developments;

•risks associated with the effects of global, national and regional economic and political conditions, including counterparty risks and fluctuations in ~~economic growth~~interest rates, ~~interest~~inflation rates and currency exchange rates;

•developments from changes in the regulatory and legal environment for advertising and marketing ~~and communications~~ services companies around the world, including laws and regulations related to data protection and consumer privacy;

•the impact on our operations of general or directed cybersecurity events; and

•failure to fully realize the anticipated benefits of our 2020 restructuring actions and other cost-savings initiatives.

Investors should carefully consider these factors and the additional risk factors outlined in more detail under Item 1A, Risk Factors, in our most recent annual report on Form 10-K and our quarterly reports on Form 10-Q.

Table of Contents

PART I – FINANCIAL INFORMATION


Item 1.			Financial Statements (Unaudited)

THE INTERPUBLIC GROUP OF COMPANIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Amounts in Millions, Except Per Share Amounts)

(Unaudited)


		Three months ended March 31,				Three months ended March 31,
		2021		2020				2022		2021
REVENUE:	REVENUE:						REVENUE:
Net revenue	Net revenue	$	2,027.7	$	1,972.1		Net revenue	$	2,227.2	$	2,027.7
Billable expenses	Billable expenses	229.3		387.7			Billable expenses	341.3		229.3
Total revenue	Total revenue	2,257.0		2,359.8			Total revenue	2,568.5		2,257.0

OPERATING EXPENSES:	OPERATING EXPENSES:						OPERATING EXPENSES:
Salaries and related expenses	Salaries and related expenses	1,393.1		1,422.8			Salaries and related expenses	1,564.4		1,393.1
Office and other direct expenses	Office and other direct expenses	292.9		378.2			Office and other direct expenses	323.4		292.9
Billable expenses	Billable expenses	229.3		387.7			Billable expenses	341.3		229.3
Cost of services	Cost of services	1,915.3		2,188.7			Cost of services	2,229.1		1,915.3
Selling, general and administrative expenses	Selling, general and administrative expenses	28.2		22.4			Selling, general and administrative expenses	19.3		28.2
Depreciation and amortization	Depreciation and amortization	69.2		72.8			Depreciation and amortization	67.8		69.2
Restructuring charges	Restructuring charges	1.3		0.0			Restructuring charges	6.6		1.3
Total operating expenses	Total operating expenses	2,014.0		2,283.9			Total operating expenses	2,322.8		2,014.0

OPERATING INCOME	OPERATING INCOME	243.0		75.9			OPERATING INCOME	245.7		243.0

EXPENSES AND OTHER INCOME:	EXPENSES AND OTHER INCOME:						EXPENSES AND OTHER INCOME:
Interest expense	Interest expense	(49.6)		(44.8)			Interest expense	(39.4)		(49.6)
Interest income	Interest income	6.9		10.7			Interest income	9.8		6.9
Other expense, net	Other expense, net	(83.9)		(21.8)			Other expense, net	(6.2)		(83.9)
Total (expenses) and other income	Total (expenses) and other income	(126.6)		(55.9)			Total (expenses) and other income	(35.8)		(126.6)

Income before income taxes		116.4		20.0
INCOME BEFORE INCOME TAXES							INCOME BEFORE INCOME TAXES	209.9		116.4
Provision for income taxes	Provision for income taxes	23.8		17.2			Provision for income taxes	49.1		23.8
Income of consolidated companies		92.6		2.8
Equity in net loss of unconsolidated affiliates		(0.2)		(0.2)
INCOME OF CONSOLIDATED COMPANIES							INCOME OF CONSOLIDATED COMPANIES	160.8		92.6
Equity in net income (loss) of unconsolidated affiliates							Equity in net income (loss) of unconsolidated affiliates	0.1		(0.2)
NET INCOME	NET INCOME	92.4		2.6			NET INCOME	160.9		92.4
Net (income) loss attributable to noncontrolling interests		(0.7)		2.1
Net income attributable to non-controlling interests							Net income attributable to non-controlling interests	(1.5)		(0.7)
NET INCOME AVAILABLE TO IPG COMMON STOCKHOLDERS	NET INCOME AVAILABLE TO IPG COMMON STOCKHOLDERS	$	91.7	$	4.7		NET INCOME AVAILABLE TO IPG COMMON STOCKHOLDERS	$	159.4	$	91.7

Earnings per share available to IPG common stockholders:	Earnings per share available to IPG common stockholders:						Earnings per share available to IPG common stockholders:
Basic	Basic	$	0.23	$	0.01		Basic	$	0.40	$	0.23
Diluted	Diluted	$	0.23	$	0.01		Diluted	$	0.40	$	0.23

Weighted-average number of common shares outstanding:	Weighted-average number of common shares outstanding:						Weighted-average number of common shares outstanding:
Basic	Basic	391.5		387.7			Basic	394.5		391.5
Diluted	Diluted	396.0		391.7			Diluted	398.4		396.0

The accompanying notes are an integral part of these unaudited financial statements.

Table of Contents

THE INTERPUBLIC GROUP OF COMPANIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Amounts in Millions)

(Unaudited)


		Three months ended March 31,				Three months ended March 31,
		2021		2020				2022		2021
NET INCOME	NET INCOME	$	92.4	$	2.6		NET INCOME	$	160.9	$	92.4

OTHER COMPREHENSIVE LOSS
OTHER COMPREHENSIVE INCOME (LOSS)							OTHER COMPREHENSIVE INCOME (LOSS)
Foreign currency translation:	Foreign currency translation:						Foreign currency translation:
Foreign currency translation adjustments	Foreign currency translation adjustments	(41.0)		(147.6)			Foreign currency translation adjustments	(3.6)		(41.0)
Reclassification adjustments recognized in net income	Reclassification adjustments recognized in net income	0.7		(3.6)			Reclassification adjustments recognized in net income	0.0		0.7
		(40.3)		(151.2)				(3.6)		(40.3)
Derivative instruments:	Derivative instruments:						Derivative instruments:
Changes in fair value of derivative instruments	Changes in fair value of derivative instruments	21.3		(0.4)			Changes in fair value of derivative instruments	5.9		21.3
Recognition of previously unrealized losses in net income		5.2		0.6
Recognition of previously unrealized net (gain) loss in net income							Recognition of previously unrealized net (gain) loss in net income	(0.3)		5.2
Income tax effect	Income tax effect	(4.2)		(0.1)			Income tax effect	(1.4)		(4.2)
		22.3		0.1				4.2		22.3
Defined benefit pension and other postretirement plans:	Defined benefit pension and other postretirement plans:						Defined benefit pension and other postretirement plans:

Net actuarial losses for the period							Net actuarial losses for the period	(0.6)		0.0
Amortization of unrecognized losses, transition obligation and prior service cost included in net income	Amortization of unrecognized losses, transition obligation and prior service cost included in net income	2.3		1.9			Amortization of unrecognized losses, transition obligation and prior service cost included in net income	1.7		2.3

Other	Other	(0.1)		(1.3)			Other	(0.1)		(0.1)
Income tax effect	Income tax effect	(0.4)		(0.3)			Income tax effect	0.6		(0.4)
		1.8		0.3				1.6		1.8
Other comprehensive loss, net of tax		(16.2)		(150.8)
TOTAL COMPREHENSIVE INCOME (LOSS)		76.2		(148.2)
Less: comprehensive income (loss) attributable to noncontrolling interests		0.6		(4.2)
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO IPG		$	75.6	$	(144.0)
Other comprehensive income (loss), net of tax							Other comprehensive income (loss), net of tax	2.2		(16.2)
TOTAL COMPREHENSIVE INCOME							TOTAL COMPREHENSIVE INCOME	163.1		76.2
Less: comprehensive income attributable to non-controlling interests							Less: comprehensive income attributable to non-controlling interests	1.8		0.6
COMPREHENSIVE INCOME ATTRIBUTABLE TO IPG							COMPREHENSIVE INCOME ATTRIBUTABLE TO IPG	$	161.3	$	75.6

The accompanying notes are an integral part of these unaudited financial statements.

Table of Contents

THE INTERPUBLIC GROUP OF COMPANIES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Amounts in Millions)

(Unaudited)


		March 31, 2021		December 31, 2020			March 31, 2022		December 31, 2021
ASSETS:	ASSETS:					ASSETS:
Cash and cash equivalents	Cash and cash equivalents	$	2,015.3	$	2,509.0	Cash and cash equivalents	$	2,402.3	$	3,270.0
Accounts receivable, net of allowance of $92.6 and $98.3, respectively		3,440.3		4,646.4
Accounts receivable, net of allowance of $66.6 and $68.5, respectively						Accounts receivable, net of allowance of $66.6 and $68.5, respectively	4,179.9		5,177.7
Accounts receivable, billable to clients	Accounts receivable, billable to clients	1,842.7		1,820.7		Accounts receivable, billable to clients	2,155.3		2,347.2
Assets held for sale	Assets held for sale	4.5		0.8		Assets held for sale	30.4		8.2
Other current assets	Other current assets	467.4		390.7		Other current assets	502.1		428.7
Total current assets	Total current assets	7,770.2		9,367.6		Total current assets	9,270.0		11,231.8
Property and equipment, net of accumulated depreciation and amortization of $1,162.7 and $1,133.9, respectively		667.0		690.3
Property and equipment, net of accumulated depreciation and amortization of $1,228.6 and $1,201.6, respectively						Property and equipment, net of accumulated depreciation and amortization of $1,228.6 and $1,201.6, respectively	654.9		675.8
Deferred income taxes	Deferred income taxes	295.6		302.0		Deferred income taxes	308.8		301.4
Goodwill	Goodwill	4,934.3		4,945.5		Goodwill	4,899.3		4,908.7
Other intangible assets	Other intangible assets	913.6		933.6		Other intangible assets	825.3		847.5
Operating lease right-of-use assets	Operating lease right-of-use assets	1,361.2		1,379.3		Operating lease right-of-use assets	1,506.5		1,544.4
Other non-current assets	Other non-current assets	407.8		424.4		Other non-current assets	416.1		399.6
TOTAL ASSETS	TOTAL ASSETS	$	16,349.7	$	18,042.7	TOTAL ASSETS	$	17,880.9	$	19,909.2

LIABILITIES:	LIABILITIES:					LIABILITIES:
Accounts payable	Accounts payable	$	5,862.0	$	7,269.7	Accounts payable	$	7,245.3	$	8,960.0
Accrued liabilities	Accrued liabilities	608.9		832.4		Accrued liabilities	590.9		918.1
Contract liabilities	Contract liabilities	689.1		657.8		Contract liabilities	760.0		688.5
Short-term borrowings	Short-term borrowings	43.1		48.0		Short-term borrowings	59.1		47.5
Current portion of long-term debt	Current portion of long-term debt	502.8		502.5		Current portion of long-term debt	0.6		0.7
Current portion of operating leases	Current portion of operating leases	268.8		268.5		Current portion of operating leases	270.3		265.8
Liabilities held for sale	Liabilities held for sale	9.8		1.6		Liabilities held for sale	28.0		9.4
Total current liabilities	Total current liabilities	7,984.5		9,580.5		Total current liabilities	8,954.2		10,890.0
Long-term debt	Long-term debt	2,906.9		2,915.8		Long-term debt	2,908.1		2,908.6
Non-current operating leases	Non-current operating leases	1,414.2		1,441.0		Non-current operating leases	1,528.9		1,576.0
Deferred compensation	Deferred compensation	377.0		413.2		Deferred compensation	288.0		329.1
Other non-current liabilities	Other non-current liabilities	660.3		655.2		Other non-current liabilities	645.0		600.7
TOTAL LIABILITIES	TOTAL LIABILITIES	13,342.9		15,005.7		TOTAL LIABILITIES	14,324.2		16,304.4

Redeemable noncontrolling interests (see Note 5)		85.2		93.1
Redeemable non-controlling interests (see Note 5)						Redeemable non-controlling interests (see Note 5)	7.9		15.6

STOCKHOLDERS’ EQUITY:	STOCKHOLDERS’ EQUITY:					STOCKHOLDERS’ EQUITY:
Common stock	Common stock	39.3		39.0		Common stock	39.7		39.3
Additional paid-in capital	Additional paid-in capital	1,107.9		1,099.3		Additional paid-in capital	1,206.0		1,226.6
Retained earnings	Retained earnings	2,623.1		2,636.9		Retained earnings	3,196.7		3,154.3
Accumulated other comprehensive loss, net of tax	Accumulated other comprehensive loss, net of tax	(896.3)		(880.2)		Accumulated other comprehensive loss, net of tax	(892.3)		(894.2)

							3,550.1		3,526.0
Less: Treasury stock						Less: Treasury stock	(63.1)		—
Total IPG stockholders’ equity	Total IPG stockholders’ equity	2,874.0		2,895.0		Total IPG stockholders’ equity	3,487.0		3,526.0
Noncontrolling interests		47.6		48.9
Non-controlling interests						Non-controlling interests	61.8		63.2
TOTAL STOCKHOLDERS’ EQUITY	TOTAL STOCKHOLDERS’ EQUITY	2,921.6		2,943.9		TOTAL STOCKHOLDERS’ EQUITY	3,548.8		3,589.2
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	16,349.7	$	18,042.7	TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	17,880.9	$	19,909.2

The accompanying notes are an integral part of these unaudited financial statements.

Table of Contents

THE INTERPUBLIC GROUP OF COMPANIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in Millions)

(Unaudited)


		Three months ended March 31,					Three months ended March 31,
		2021		2020			2022		2021
CASH FLOWS FROM OPERATING ACTIVITIES:	CASH FLOWS FROM OPERATING ACTIVITIES:					CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	Net income	$	92.4	$	2.6	Net income	$	160.9	$	92.4
Adjustments to reconcile net income to net cash used in operating activities:
Adjustments to reconcile net income to net cash provided by operating activities:						Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	Depreciation and amortization	69.2		72.8		Depreciation and amortization	67.8		69.2
Loss on early extinguishment of debt		74.0		0.0
Deferred income tax						Deferred income tax	19.9		18.2
Amortization of restricted stock and other non-cash compensation	Amortization of restricted stock and other non-cash compensation	20.3		23.2		Amortization of restricted stock and other non-cash compensation	12.5		20.3
Deferred income tax		18.2		(11.2)
Net losses on sales of businesses	Net losses on sales of businesses	12.5		23.3		Net losses on sales of businesses	6.4		12.5
Net amortization of bond discounts and deferred financing costs	Net amortization of bond discounts and deferred financing costs	2.7		2.3		Net amortization of bond discounts and deferred financing costs	0.7		2.7
Loss on early extinguishment of debt						Loss on early extinguishment of debt	—		74.0
Provision for uncollectible receivables						Provision for uncollectible receivables	(0.4)		(2.2)

(Reversal of) Provision for uncollectible receivables		(2.2)		22.6
Other	Other	4.6		1.2		Other	12.7		4.6
Changes in assets and liabilities, net of acquisitions and divestitures, providing (using) cash:
Changes in assets and liabilities, net of acquisitions and divestitures, provided (using) cash:						Changes in assets and liabilities, net of acquisitions and divestitures, provided (using) cash:
Accounts receivable	Accounts receivable	1,158.6		1,343.5		Accounts receivable	978.0		1,158.6
Accounts receivable, billable to clients	Accounts receivable, billable to clients	(40.8)		(40.7)		Accounts receivable, billable to clients	184.7		(40.8)
Other current assets	Other current assets	(68.8)		(57.5)		Other current assets	(82.1)		(68.8)
Accounts payable	Accounts payable	(1,347.0)		(1,466.9)		Accounts payable	(1,685.9)		(1,347.0)
Accrued liabilities	Accrued liabilities	(233.6)		(158.8)		Accrued liabilities	(334.5)		(233.6)
Contract liabilities	Contract liabilities	34.7		8.8		Contract liabilities	74.4		34.7
Other non-current assets and liabilities	Other non-current assets and liabilities	(44.6)		(42.3)		Other non-current assets and liabilities	(48.7)		(44.6)
Net cash used in operating activities	Net cash used in operating activities	(249.8)		(277.1)		Net cash used in operating activities	(633.6)		(249.8)
CASH FLOWS FROM INVESTING ACTIVITIES:	CASH FLOWS FROM INVESTING ACTIVITIES:					CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures	Capital expenditures	(28.3)		(44.6)		Capital expenditures	(30.7)		(28.3)
Acquisitions, net of cash acquired		0.0		(1.3)

Net proceeds from investments	Net proceeds from investments	28.8		1.8		Net proceeds from investments	2.6		28.8
Other investing activities	Other investing activities	(0.3)		(16.7)		Other investing activities	(0.7)		(0.3)
Net cash provided by (used in) investing activities		0.2		(60.8)
Net cash (used in) provided by investing activities						Net cash (used in) provided by investing activities	(28.8)		0.2
CASH FLOWS FROM FINANCING ACTIVITIES:	CASH FLOWS FROM FINANCING ACTIVITIES:					CASH FLOWS FROM FINANCING ACTIVITIES:
Common stock dividends						Common stock dividends	(118.3)		(109.1)
Repurchases of common stock						Repurchases of common stock	(63.1)		—
Tax payments for employee shares withheld						Tax payments for employee shares withheld	(38.3)		(22.4)
Distributions to non-controlling interests						Distributions to non-controlling interests	(3.1)		(3.3)
Acquisition-related payments						Acquisition-related payments	(1.1)		(3.4)
Proceeds from long-term debt						Proceeds from long-term debt	—		998.1
Early extinguishment of long-term debt	Early extinguishment of long-term debt	(1,066.8)		0.0		Early extinguishment of long-term debt	—		(1,066.8)
Common stock dividends		(109.1)		(100.0)
Tax payments for employee shares withheld		(22.4)		(19.1)
Acquisition-related payments		(3.4)		(18.6)
Distributions to noncontrolling interests		(3.3)		(5.6)
Net (decrease) increase in short-term borrowings		(2.9)		247.8
Proceeds from long-term debt		998.1		646.2
Exercise of stock options	Exercise of stock options	8.0		0.0		Exercise of stock options	—		8.0
Net increase (decrease) in short-term borrowings						Net increase (decrease) in short-term borrowings	13.9		(2.9)
Other financing activities	Other financing activities	(10.9)		(6.3)		Other financing activities	(0.1)		(10.9)
Net cash (used in) provided by financing activities		(212.7)		744.4
Net cash used in financing activities						Net cash used in financing activities	(210.1)		(212.7)
Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash	Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash	(30.4)		(46.7)		Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash	5.0		(30.4)
Net (decrease) increase in cash, cash equivalents and restricted cash		(492.7)		359.8
Net decrease in cash, cash equivalents and restricted cash						Net decrease in cash, cash equivalents and restricted cash	(867.5)		(492.7)
Cash, cash equivalents and restricted cash at beginning of period	Cash, cash equivalents and restricted cash at beginning of period	2,511.5		1,195.7		Cash, cash equivalents and restricted cash at beginning of period	3,272.2		2,511.5
Cash, cash equivalents and restricted cash at end of period	Cash, cash equivalents and restricted cash at end of period	$	2,018.8	$	1,555.5	Cash, cash equivalents and restricted cash at end of period	$	2,404.7	$	2,018.8

The accompanying notes are an integral part of these unaudited financial statements.

Table of Contents

THE INTERPUBLIC GROUP OF COMPANIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Amounts in Millions)

(Unaudited)

Common Stock
Additional
Paid-In
Capital Retained
Earnings Accumulated
Other
Comprehensive
Loss, Net of Tax Total IPG
Stockholders’
Equity Noncontrolling
Interests Total
Stockholders’
Equity
Shares Amount
Balance at December 31, 2020 390.9 $ 39.0 $ 1,099.3 $ 2,636.9 $ (880.2) $ 2,895.0 $ 48.9 $ 2,943.9
Net income 91.7 91.7 0.7 92.4
Other comprehensive loss (16.1) (16.1) (0.1) (16.2)
Reclassifications related to redeemable noncontrolling interests 1.0 1.0
Distributions to noncontrolling interests (3.3) (3.3)
Change in redemption value of redeemable noncontrolling interests 1.0 1.0 1.0
Common stock dividends ($0.270 per share) (106.5) (106.5) (106.5)
Stock-based compensation 2.6 0.3 23.4 23.7 23.7
Exercise of stock options 0.6 0.1 8.2 8.3 8.3
Shares withheld for taxes (0.9) (0.1) (23.0) (23.1) (23.1)
Other 0 0.4 0.4
Balance at March 31, 2021 393.2 $ 39.3 $ 1,107.9 $ 2,623.1 $ (896.3) $ 2,874.0 $ 47.6 $ 2,921.6


	Common Stock			Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Loss, Net of Tax		Treasury Stock		Total IPG Stockholders’ Equity		Non-controlling Interests		Total Stockholders’ Equity
	Shares	Amount
Balance at December 31, 2021	394.3	$	39.3	$	1,226.6	$	3,154.3	$	(894.2)	$	0.0	$	3,526.0	$	63.2	$	3,589.2
Net income						159.4						159.4		1.5		160.9
Other comprehensive loss								1.9				1.9		0.3		2.2
Reclassifications related to redeemable non-controlling interests				(1.2)								(1.2)		(0.1)		(1.3)
Distributions to non-controlling interests														(3.1)		(3.1)
Change in redemption value of redeemable non-controlling interests						(1.4)						(1.4)				(1.4)
Repurchase of common stock										(63.1)		(63.1)				(63.1)
Common stock dividends ($0.290 per share)						(115.6)						(115.6)				(115.6)
Stock-based compensation	2.8	0.5		17.5								18.0				18.0
Shares withheld for taxes	(1.0)	(0.1)		(36.9)								(37.0)				(37.0)
Balance at March 31, 2022	396.1	$	39.7	$	1,206.0	$	3,196.7	$	(892.3)	$	(63.1)	$	3,487.0	$	61.8	$	3,548.8

Common Stock Additional
Paid-In
Capital Retained
Earnings Accumulated
Other
Comprehensive
Loss, Net of Tax Total IPG
Stockholders’
Equity Noncontrolling
Interests Total
Stockholders’
Equity
Shares Amount
Balance at December 31, 2019 387.0 $ 38.7 $ 977.3 $ 2,689.9 $ (930.0) $ 2,775.9 $ 49.7 $ 2,825.6
Cumulative effect of accounting change (6.6) (6.6) (6.6)
Net income (loss) 4.7 4.7 (2.1) 2.6
Other comprehensive loss (148.7) (148.7) (2.1) (150.8)
Reclassifications related to redeemable noncontrolling interests 2.8 2.8
Distributions to noncontrolling interests (5.6) (5.6)
Change in redemption value of redeemable noncontrolling interests 3.1 3.1 3.1
Common stock dividends ($0.255 per share) (100.0) (100.0) (100.0)
Stock-based compensation 3.4 0.3 25.1 25.4 25.4
Exercise of stock options 0.0 0.0 0.2 0.2 0.2
Shares withheld for taxes (0.9) (0.1) (21.4) (21.5) (21.5)
Balance at March 31, 2020 389.5 $ 38.9 $ 981.2 $ 2,591.1 $ (1,078.7) $ 2,532.5 $ 42.7 $ 2,575.2


	Common Stock			Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Loss, Net of Tax		Total IPG Stockholders’ Equity		Non-controlling Interests		Total Stockholders’ Equity
	Shares	Amount
Balance at December 31, 2020	390.9	$	39.0	$	1,099.3	$	2,636.9	$	(880.2)	$	2,895.0	$	48.9	$	2,943.9
Net income						91.7				91.7		0.7		92.4
Other comprehensive loss								(16.1)		(16.1)		(0.1)		(16.2)
Reclassifications related to redeemable non-controlling interests												1.0		1.0
Distributions to non-controlling interests												(3.3)		(3.3)
Change in redemption value of redeemable non-controlling interests						1.0				1.0				1.0

Common stock dividends ($0.270 per share)						(106.5)				(106.5)				(106.5)
Stock-based compensation	2.6	0.3		23.4						23.7				23.7
Exercise of stock options	0.6	0.1		8.2						8.3				8.3
Shares withheld for taxes	(0.9)	(0.1)		(23.0)						(23.1)				(23.1)
Other				0						0		0.4		0.4
Balance at March 31, 2021	393.2	$	39.3	$	1,107.9	$	2,623.1	$	(896.3)	$	2,874.0	$	47.6	$	2,921.6

The accompanying notes are an integral part of these unaudited financial statements.

Table of Contents

Notes to Consolidated Financial Statements

(Amounts in Millions, Except Per Share Amounts)

(Unaudited)

Note 1: Basis of Presentation

The unaudited Consolidated Financial Statements have been prepared by The Interpublic Group of Companies, Inc. and its subsidiaries (the “Company,” “IPG,” “we,” “us” or “our”) in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for reporting interim financial information on Form 10-Q. Accordingly, they do not include certain information and disclosures required for complete financial statements. The effects of the ~~novel~~ coronavirus ("COVID-19") pandemic have impacted and will likely continue to impact our results of operations, cash flows and financial position. The Company’s Consolidated Financial Statements presented herein reflect the latest estimates and assumptions made by management that affect the reported amounts of assets and liabilities and related disclosures as of the date of the consolidated financial statements and reported amounts of revenue and expenses during the reporting periods presented. The Company believes it has used reasonable estimates and assumptions to assess the fair values of goodwill, long-lived assets and indefinite-lived intangible assets; assessment of the annual effective tax rate; valuation of deferred income taxes and allowance for expected credit losses on future uncollectible accounts receivable.

Actual results could differ from these estimates and assumptions. The consolidated results for interim periods are not necessarily indicative of results for the full year and should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, ~~2020~~2021 (the ~~“2020~~“2021 Annual Report”).

Effective January 1, 2022, the Company completed a managerial and operational review, which resulted in organizational realignments to our financial reporting segment structure. As a result, the Company determined we conduct our business across three reportable segments described in Note 11. The three reportable segments are: Media, Data & Engagement Solutions ("MD&E"), Integrated Advertising & Creativity Led Solutions ("IA&C"), and Specialized Communications & Experiential Solutions ("SC&E"). In conjunction with the new reporting structure, the Company has recast certain prior period amounts, wherever applicable, to reflect our revised organizational alignment. This change does not impact the unaudited consolidated statements of operations and comprehensive income, consolidated balance sheets, consolidated statement of cash flows and consolidated statements of stockholders' equity for any of the previously reported periods.

Cost of services is comprised of the expenses of our revenue-producing reportable segments, ~~Integrated Agency Networks (“IAN”)~~MD&E, IA&C, and ~~IPG DXTRA (“DXTRA”),~~SC&E, including salaries and related expenses, office and other direct expenses and billable expenses, and includes an allocation of the centrally managed expenses from ~~Corporate~~our "Corporate and ~~other.~~Other" group. Office and other direct expenses include rent expense, professional fees, certain expenses incurred by our staff in servicing our clients and other costs directly attributable to client engagements.

Selling, general and administrative expenses are primarily the unallocated expenses from Corporate and ~~other,~~Other, excluding depreciation and amortization.

Depreciation and amortization of fixed assets and intangible assets of the Company is disclosed as a separate operating expense.

Restructuring charges in ~~2021~~2022 consist of adjustments to the Company's restructuring actions taken during 2020 to lower our operating expenses structurally and permanently relative to revenue and to accelerate the transformation of our business, as discussed further in Note 7. Restructuring charges mainly include severance and termination costs and lease impairment costs.

In the opinion of management, these unaudited Consolidated Financial Statements include all adjustments, consisting only of normal and recurring adjustments necessary for a fair statement of the information for each period contained therein. Certain reclassifications ~~and immaterial changes~~ have been made to prior-period financial statements to conform to the current-period presentation.

Table of Contents

Notes to Consolidated Financial Statements – (continued)

(Amounts in Millions, Except Per Share Amounts)

(Unaudited)

Note 2: Revenue

Disaggregation of Revenue

We have ~~two~~three reportable segments as of March 31, ~~2021: IAN~~2022: MD&E, IA&C and ~~DXTRA,~~SC&E, as further discussed in Note 11. ~~IAN~~MD&E principally generates revenue from providing global media and communications services, digital services and products, advertising and marketing technology, e‐commerce services, data management and analytics, strategic consulting, and digital brand experience. IA&C principally generates revenue from providing advertising, corporate and ~~media services as well as a comprehensive array of global communications, marketing~~brand identity services, and ~~data management. DXTRA~~strategic consulting. SC&E generates revenue from ~~a comprehensive array of~~providing best-in-class global public relations and ~~communication~~communications services, ~~as well as providing~~ events, sports and entertainment marketing, ~~corporate and brand identity,~~ and strategic ~~marketing~~ consulting.

Our agencies are located in over 100 countries, including every significant world market. Our geographic revenue breakdown is listed below.


		Three months ended March 31,				Three months ended March 31,
Total revenue:	Total revenue:	2021		2020			Total revenue:	2022		2021
United States	United States	$	1,425.8	$	1,569.6		United States	$	1,650.4	$	1,425.8
International:	International:						International:
United Kingdom	United Kingdom	203.5		197.1			United Kingdom	232.1		203.5
Continental Europe	Continental Europe	195.6		169.8			Continental Europe	204.7		195.6
Asia Pacific	Asia Pacific	210.9		211.4			Asia Pacific	215.3		210.9
Latin America	Latin America	83.6		86.8			Latin America	94.4		83.6
Other	Other	137.6		125.1			Other	171.6		137.6
Total International	Total International	831.2		790.2			Total International	918.1		831.2
Total Consolidated	Total Consolidated	$	2,257.0	$	2,359.8		Total Consolidated	$	2,568.5	$	2,257.0


		Three months ended March 31,				Three months ended March 31,
Net revenue:	Net revenue:	2021		2020			Net revenue:	2022		2021
United States	United States	$	1,309.8	$	1,320.0		United States	$	1,470.1	$	1,309.8
International:	International:						International:
United Kingdom	United Kingdom	184.0		165.7			United Kingdom	182.4		184.0
Continental Europe	Continental Europe	175.8		146.0			Continental Europe	179.3		175.8
Asia Pacific	Asia Pacific	169.1		158.8			Asia Pacific	174.6		169.1
Latin America	Latin America	75.4		79.3			Latin America	87.7		75.4
Other	Other	113.6		102.3			Other	133.1		113.6
Total International	Total International	717.9		652.1			Total International	757.1		717.9
Total Consolidated	Total Consolidated	$	2,027.7	$	1,972.1		Total Consolidated	$	2,227.2	$	2,027.7

IAN Three months ended
March 31,
Total revenue: 2021 2020
United States $ 1,157.9 $ 1,193.3
International 693.5 625.5
Total IAN $ 1,851.4 $ 1,818.8
Net revenue:
United States $ 1,113.5 $ 1,111.9
International 620.6 552.6
Total IAN $ 1,734.1 $ 1,664.5

Table of Contents

Notes to Consolidated Financial Statements – (continued)

(Amounts in Millions, Except Per Share Amounts)

(Unaudited)


MD&E	Three months ended March 31,
Total revenue:	2022		2021
United States	$	599.2	$	534.6
International	356.6		336.9
Total MD&E	$	955.8	$	871.5

Net revenue:
United States	$	587.8	$	527.7
International	344.3		322.1
Total MD&E	$	932.1	$	849.8


DXTRA		Three months ended March 31,
IA&C						IA&C	Three months ended March 31,
Total revenue:	Total revenue:	2021		2020		Total revenue:	2022		2021
United States	United States	$	267.9	$	376.3	United States	$	673.9	$	599.9
International	International	137.7		164.7		International	380.3		354.0
Total DXTRA		$	405.6	$	541.0
Total IA&C						Total IA&C	$	1,054.2	$	953.9

Net revenue:	Net revenue:					Net revenue:
United States	United States	$	196.3	$	208.1	United States	$	646.4	$	574.4
International	International	97.3		99.5		International	312.4		301.3
Total DXTRA		$	293.6	$	307.6
Total IA&C						Total IA&C	$	958.8	$	875.7


SC&E	Three months ended March 31,
Total revenue:	2022		2021
United States	$	377.3	$	291.3
International	181.2		140.3
Total SC&E	$	558.5	$	431.6

Net revenue:
United States	$	235.9	$	207.7
International	100.4		94.5
Total SC&E	$	336.3	$	302.2

Contract Balances

The following table provides information about receivables, contract assets and contract liabilities from contracts with customers.


		March 31, 2021		December 31, 2020			March 31, 2022		December 31, 2021
Accounts receivable, net of allowance of $92.6 and $98.3, respectively		$	3,440.3	$	4,646.4
Accounts receivable, net of allowance of $66.6 and $68.5, respectively						Accounts receivable, net of allowance of $66.6 and $68.5, respectively	$	4,179.9	$	5,177.7
Accounts receivable, billable to clients	Accounts receivable, billable to clients	1,842.7		1,820.7		Accounts receivable, billable to clients	2,155.3		2,347.2
Contract assets	Contract assets	43.1		51.8		Contract assets	54.4		62.3
Contract liabilities (deferred revenue)	Contract liabilities (deferred revenue)	689.1		657.8		Contract liabilities (deferred revenue)	760.0		688.5

Contract assets are primarily comprised of contract incentives that are generally satisfied annually under the terms of our contracts and are transferred to accounts receivable when the right to payment becomes unconditional. Contract liabilities relate

Table of Contents

Notes to Consolidated Financial Statements – (continued)

(Amounts in Millions, Except Per Share Amounts)

(Unaudited)

to advance consideration received from customers under the terms of our contracts primarily related to reimbursements of third-party expenses, whether we act as principal or agent, and to a lesser extent, periodic retainer fees, both of which are generally recognized shortly after billing.

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 ~~$643.0~~$556.2 of unsatisfied performance obligations as of March 31, ~~2021,~~2022, which will be recognized as services are performed over the remaining contractual terms through 2027.

~~Table of Contents~~

~~Notes to Consolidated Financial Statements – (continued)~~

~~(Amounts in Millions, Except Per Share Amounts)~~

~~(Unaudited)~~

Note 3: Debt and Credit Arrangements

Long-Term Debt

A summary of the carrying amounts of our long-term debt is listed below.

Effective
Interest Rate March 31,
2021 December 31,
2020
3.750% Senior Notes due 2021 (less unamortized discount and issuance costs of $0.1 and $0.5, respectively) 3.980% $ 499.4 $ 499.1
4.000% Senior Notes due 2022 4.130% 0 249.3
3.750% Senior Notes due 2023 4.320% 0 498.8
4.200% Senior Notes due 2024 (less unamortized discount and issuance costs of $0.2 and $0.6, respectively) 4.240% 249.2 498.3
4.650% Senior Notes due 2028 (less unamortized discount and issuance costs of $1.3 and $3.4, respectively) 4.780% 495.3 495.2
4.750% Senior Notes due 2030 (less unamortized discount and issuance costs of $3.5 and $5.5, respectively) 4.920% 641.0 640.8
2.400% Senior Notes due 2031 (less unamortized discount and issuance costs of $0.8 and $4.7, respectively) 2.512% 494.5 0
3.375% Senior Notes due 2041 (less unamortized discount and issuance costs of $1.1 and $5.8, respectively) 3.448% 493.1 0
5.400% Senior Notes due 2048 (less unamortized discount and issuance costs of $2.7 and $5.1, respectively) 5.480% 492.2 492.1
Other notes payable and capitalized leases 45.0 44.7
Total long-term debt 3,409.7 3,418.3
Less: current portion 502.8 502.5
Long-term debt, excluding current portion $ 2,906.9 $ 2,915.8


	Effective Interest Rate	March 31, 2022		December 31, 2021

4.200% Senior Notes due 2024 (less unamortized discount and issuance costs of $0.1 and $0.4, respectively)	4.240%	$	249.5	$	249.4
4.650% Senior Notes due 2028 (less unamortized discount and issuance costs of $1.2 and $2.9, respectively)	4.780%	495.9		495.8
4.750% Senior Notes due 2030 (less unamortized discount and issuance costs of $3.2 and $4.9, respectively)	4.920%	641.9		641.7
2.400% Senior Notes due 2031 (less unamortized discount and issuance costs of $0.7 and $4.2, respectively)	2.512%	495.1		495.0
3.375% Senior Notes due 2041 (less unamortized discount and issuance costs of $1.0 and $5.5, respectively)	3.448%	493.5		493.4
5.400% Senior Notes due 2048 (less unamortized discount and issuance costs of $2.7 and $4.9, respectively)	5.480%	492.4		492.3
Other notes payable and capitalized leases		40.4		41.7
Total long-term debt		2,908.7		2,909.3
Less: current portion		0.6		0.7
Long-term debt, excluding current portion		$	2,908.1	$	2,908.6

As of March 31, ~~2021~~2022 and December 31, ~~2020,~~2021, the estimated fair value of the Company's long-term debt was ~~$3,739.9~~$3,009.1 and ~~$3,995.0,~~$3,337.4, respectively. Refer to Note 12 for details.

~~Debt Transactions~~

~~2.400% Senior Notes due 2031~~

On February 25, 2021, we issued a total of $500.0 in aggregate principal amount of 2.400% unsecured senior notes (the “2.400% Senior Notes”) due March 1, 2031. Upon issuance, the 2.400% Senior Notes were reflected in our unaudited Consolidated Balance Sheets at $494.5, net of discount of $0.8 and net of capitalized debt issuance costs, including commissions and offering expenses of $4.7, both of which will be amortized in interest expense through the maturity date using the effective interest method. Interest is payable semi-annually in arrears on March 1st and September 1st of each year, commencing on September 1, 2021.

~~3.375% Senior Notes due 2041~~

On February 25, 2021, we issued a total of $500.0 in aggregate principal amount of 3.375% unsecured senior notes (the “3.375% Senior Notes”) due March 1, 2041. Upon issuance, the 3.375% Senior Notes were reflected in our unaudited Consolidated Balance Sheets at $493.1, net of discount of $1.1 and net of capitalized debt issuance costs, including commissions and offering expenses of $5.8, both of which will be amortized in interest expense through the maturity date using the effective interest method. Interest is payable semi-annually in arrears on March 1st and September 1st of each year, commencing on September 1, 2021.

~~Table of Contents~~

~~Notes to Consolidated Financial Statements – (continued)~~

~~(Amounts in Millions, Except Per Share Amounts)~~

~~(Unaudited)~~

Consistent with our other outstanding debt securities, the newly issued 2.400% and 3.375% Senior Notes include covenants that, among other things, limit our liens and the liens of certain of our consolidated subsidiaries, but do not require us to maintain any financial ratios or specified levels of net worth or liquidity. We may redeem the 2.400% and 3.375% Senior Notes at any time in whole, or from time to time in part, in accordance with the provisions of the indenture, including the applicable supplemental indentures, which contain make-whole provisions, under which the 2.400% and 3.375% Senior Notes were issued. Additionally, upon the occurrence of a change of control repurchase event with respect to the 2.400% and 3.375% Senior Notes, each holder of the 2.400% and 3.375% Senior Notes has the right to require the Company to purchase that holder’s 2.400% and 3.375% Senior Notes at a price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, unless the Company has exercised its option to redeem all the 2.400% and 3.375% Senior Notes. The proceeds of the 2.400% and 3.375% Senior Notes were used in funding the early extinguishment of certain of our Senior Notes.

~~4.000% Senior Notes due 2022~~

In March 2021, we redeemed all $250.0 in aggregate principal amount of the 4.000% unsecured senior notes due 2022 (the "4.000% Senior Notes"). Total cash paid to redeem the 4.000% Senior Notes was $258.9. In connection with the redemption of the 4.000% Senior Notes, we recognized a loss on early extinguishment of debt of $9.2, which included a redemption premium of $8.6 and the write-off of the remaining unamortized discount and debt issuance costs of $0.6. The loss on early extinguishment of debt was recorded in O~~ther expense, net~~ ~~within our unaudited Consolidated Statement of Operations.~~

~~3.750% Senior Notes due 2023~~

In March 2021, we redeemed all $500.0 in aggregate principal amount of the 3.750% unsecured senior notes due 2023 (the "3.750% Senior Notes"). Total cash paid to redeem the 3.750% Senior Notes was $532.9. In connection with the redemption of the 3.750% Senior Notes, we recognized a loss on early extinguishment of debt of $36.5, which included a redemption premium of $30.7, the write-off of the remaining unamortized discount and debt issuance costs of $1.1 and a related deferred loss in other comprehensive income of $4.7. The loss on early extinguishment of debt was recorded in O~~ther expense, net~~ ~~within our unaudited Consolidated Statement of Operations.~~

~~4.200% Senior Notes due 2024~~

In March 2021, we redeemed $250.0 of the $500.0 in aggregate principal amount of the 4.200% unsecured senior notes due 2024 (the "4.200% Senior Notes"). Total cash paid to redeem the 4.200% Senior Notes was $282.2. In connection with the redemption of the 4.200% Senior Notes, we recognized a loss on early extinguishment of debt of $28.3, which included a redemption premium of $27.5, and the write-off of half of the remaining unamortized discount and unamortized debt issuance costs of $0.8. The loss on early extinguishment of debt was recorded in O~~ther expense, net~~ ~~within our unaudited Consolidated Statement of Operations.~~

~~Credit Arrangements~~

Credit Agreement

We maintain a committed corporate credit facility, originally dated as of July 18, 2008, which has been amended and restated from time to time (the "Credit Agreement"). We use our Credit Agreement to increase our financial flexibility, to provide letters of credit primarily to support obligations of our subsidiaries and to support our commercial paper program. On November 1, 2021, we amended and restated the Credit Agreement. As amended, among other things, the maturity date of the Credit Agreement was extended to November 1, 2026 and the cost structure of the Credit Agreement was changed. The Credit Agreement continues to include a required leverage ratio of not more than 3.50 to 1.00, among other customary covenants, including limitations on our liens and the liens of our consolidated subsidiaries and limitations on the incurrence of subsidiary debt. At the election of the Company, the leverage ratio may be changed to not more than 4.00 to 1.00 for four consecutive quarters, beginning with the fiscal quarter in which there is an occurrence of one or more acquisitions with an aggregate purchase price of at least $200.0.

Table of Contents

Notes to Consolidated Financial Statements – (continued)

(Amounts in Millions, Except Per Share Amounts)

(Unaudited)

The Credit Agreement is a revolving facility, ~~expiring in November 2024,~~ under which amounts borrowed by us or any of our subsidiaries designated under the Credit Agreement may be repaid and reborrowed, subject to an aggregate lending limit of $1,500.0, or the equivalent in other currencies. The Company has the ability to increase the commitments under the Credit Agreement from time to time by an additional amount of up to $250.0, provided the Company receives commitments for such increases and satisfies certain other conditions. The aggregate available amount of letters of credit outstanding may decrease or increase, subject to a sublimit of $50.0, or the equivalent in other currencies. Our obligations under the Credit Agreement are unsecured. The Credit Agreement includes covenants that, among other things, (i) limit our liens and the liens of our consolidated subsidiaries, and (ii) limit subsidiary debt. The Credit Agreement also contains a financial covenant that requires us to maintain a certain leverage ratio on a consolidated basis as of the end of each fiscal quarter. As of March 31, ~~2021,~~2022, there were 0no borrowings under the Credit Agreement; however, we had ~~$10.0~~$10.6 of letters of credit under the Credit Agreement, which reduced our total availability to ~~$1,490.0.~~$1,489.4. We were in compliance with all of our covenants in the Credit Agreement as of March 31, ~~2021.~~

~~364-Day Credit Facility~~

On March 27, 2020, we entered into an agreement for a 364-day revolving credit facility (the "364-Day Credit Facility") that matured on March 26, 2021. The 364-Day Credit Facility was a revolving facility, under which amounts borrowed by us were to be repaid and reborrowed, subject to an aggregate lending limit of $500.0. The cost structure of the 364-Day Credit Agreement was based on the Company’s credit ratings. The applicable margin for Base Rate Advances (as defined in the 364-Day Credit Facility) was 0.250%, the applicable margin for Eurodollar Rate Advances (as defined in the 364-Day Credit Facility) was 1.250%, and the facility fee payable on a lender’s revolving commitment was 0.250%. In addition, the 364-Day Credit Facility included covenants that, among other things, (i) limited our liens and the liens of our consolidated subsidiaries,

~~Table of Contents~~

~~Notes to Consolidated Financial Statements – (continued)~~

~~(Amounts in Millions, Except Per Share Amounts)~~

~~(Unaudited)~~

and (ii) limited subsidiary debt. The 364-Day Credit Facility also contained a financial covenant that required us to maintain, on a consolidated basis as of the end of each fiscal quarter, a leverage ratio for the four quarters then ended. The leverage ratio and other covenants set forth in the 364-Day Credit Facility were equivalent to the covenants contained in the Company’s existing Credit Agreement, which remains in full effect.2022.

Uncommitted Lines of Credit

We also have uncommitted lines of credit with various banks that permit borrowings at variable interest rates and that are primarily used to fund working capital needs. We have guaranteed the repayment of some of these borrowings made by certain subsidiaries. If we lose access to these credit lines, we would have to provide funding directly to some of our operations. As of March 31, ~~2021,~~2022, the Company had uncommitted lines of credit in an aggregate amount of ~~$927.9,~~$861.4, under which we had outstanding borrowings of ~~$43.1~~$59.1 classified as short-term borrowings on our Consolidated Balance Sheet. The average amount outstanding during the first quarter of ~~2021~~2022 was ~~$81.4~~$51.4 with a weighted-average interest rate of approximately ~~2.9%~~4.7%.

Commercial Paper

The Company is authorized to issue unsecured commercial paper up to a maximum aggregate amount outstanding at any time of $1,500.0. Borrowings under the program are supported by the Credit Agreement described above. Proceeds of the commercial paper are used for working capital and general corporate purposes, including the repayment of maturing indebtedness and other short-term liquidity needs. The maturities of the commercial paper vary but may not exceed 397 days from the date of issue. During the first quarter of ~~2021,~~2022, there was 0no commercial paper activity and, as of March 31, ~~2021,~~2022, there was 0no commercial paper outstanding.

1312

Table of Contents

Notes to Consolidated Financial Statements – (continued)

(Amounts in Millions, Except Per Share Amounts)

(Unaudited)

Note 4: Earnings Per Share

The following sets forth basic and diluted earnings per common share available to IPG common stockholders.


		Three Months Ended March 31,				Three Months Ended March 31,
		2021		2020				2022		2021
Net income available to IPG common stockholders	Net income available to IPG common stockholders	$	91.7	$	4.7		Net income available to IPG common stockholders	$	159.4	$	91.7

Weighted-average number of common shares outstanding - basic	Weighted-average number of common shares outstanding - basic	391.5		387.7			Weighted-average number of common shares outstanding - basic	394.5		391.5
Dilutive effect of stock options and restricted shares	Dilutive effect of stock options and restricted shares	4.5		4.0			Dilutive effect of stock options and restricted shares	3.9		4.5
Weighted-average number of common shares outstanding - diluted	Weighted-average number of common shares outstanding - diluted	396.0		391.7			Weighted-average number of common shares outstanding - diluted	398.4		396.0

Earnings per share available to IPG common stockholders:	Earnings per share available to IPG common stockholders:						Earnings per share available to IPG common stockholders:
Basic	Basic	$	0.23	$	0.01		Basic	$	0.40	$	0.23
Diluted	Diluted	$	0.23	$	0.01		Diluted	$	0.40	$	0.23

Note 5: Supplementary Data

Accrued Liabilities

The following table presents the components of accrued liabilities.


		March 31, 2021		December 31, 2020			March 31, 2022		December 31, 2021
Salaries, benefits and related expenses	Salaries, benefits and related expenses	$	330.7	$	504.6	Salaries, benefits and related expenses	$	386.1	$	685.4
Income taxes payable						Income taxes payable	41.6		42.8
Interest						Interest	39.3		39.0
Office and related expenses						Office and related expenses	28.2		30.5
Acquisition obligations	Acquisition obligations	59.2		47.9		Acquisition obligations	7.4		15.4
Interest		45.9		43.6
Income taxes payable		29.2		50.6
Restructuring charges	Restructuring charges	29.1		69.5		Restructuring charges	4.5		8.1
Office and related expenses		23.0		25.5
Other	Other	91.8		90.7		Other	83.8		96.9
Total accrued liabilities	Total accrued liabilities	$	608.9	$	832.4	Total accrued liabilities	$	590.9	$	918.1

Other Expense, Net

Results of operations for the three months ended March 31, ~~2021~~2022 and ~~2020~~2021 include certain items that are not directly associated with our revenue-producing operations.


		Three months ended March 31,				Three months ended March 31,
		2021		2020				2022		2021
Net losses on sales of businesses							Net losses on sales of businesses	$	(6.4)	$	(12.5)
Loss on early extinguishment of debt	Loss on early extinguishment of debt	$	(74.0)	$	0.0		Loss on early extinguishment of debt	—		(74.0)
Net losses on sales of businesses		(12.5)		(23.3)
Other	Other	2.6		1.5			Other	0.2		2.6
Total other expense, net		$	(83.9)	$	(21.8)
Other expense, net							Other expense, net	$	(6.2)	$	(83.9)

Net losses on sales of businesses – During the three months ended March 31, 2022 and 2021, the amounts recognized were related to sales of businesses and the classification of certain assets and liabilities, consisting primarily of accounts receivable and accounts payable, respectively, as held for sale within our MD&E, IA&C, and SC&E reportable segments. The businesses sold and held for sale primarily represent unprofitable, non-strategic agencies which are expected to be sold within the next twelve months.

Table of Contents

Notes to Consolidated Financial Statements – (continued)

(Amounts in Millions, Except Per Share Amounts)

(Unaudited)

Loss on early extinguishment of debt – During the three months ended March 31, 2021, we recorded a loss of $74.0 related to the early extinguishment of all $250.0 aggregate principal amount of our 4.000% unsecured senior notes due 2022, all $500.0 aggregate principal amount of our 3.750% unsecured senior notes due 2023, and $250.0 of the $500.0 aggregate principal amount of our 4.200% unsecured senior notes due 2024. ~~See Note 3 for further information.~~

~~Net losses on sales of businesses~~ – During the three months ended March 31, 2021 and 2020, the amounts recognized were related to sales of businesses and the classification of certain assets and liabilities, consisting primarily of cash, as held for sale, within our IAN and DXTRA reportable segments. The businesses held for sale primarily represent unprofitable, non-strategic agencies which are expected to be sold within the next twelve months.

~~Table of Contents~~

~~Notes to Consolidated Financial Statements – (continued)~~

~~(Amounts in Millions, Except Per Share Amounts)~~

~~(Unaudited)~~

Share Repurchase Program

~~On July 2, 2018,~~In February 2022, our Board of Directors (the "Board") reauthorized a program to repurchase, from time to time, up to $400.0 of our common stock.

We may effect such repurchases through open market purchases, trading plans established in ~~connection~~accordance with U.S. Securities and Exchange Commission ("SEC") rules, derivative transactions or other means. The timing and amount of repurchases in future periods will depend on market conditions and other funding requirements.

The following table presents our share repurchase activity under our share repurchase programs for the announcement of the Acxiom acquisition, we announced that share repurchases will be suspended for a period of time in order to reduce the increased debt levels incurred in conjunction with the acquisition. three months ended March 31, 2022 and 2021.


	Three months ended March 31,
	2022		2021
Number of shares repurchased	1.8		—
Aggregate cost, including fees	$	63.1	$	—
Average price per share, including fees	$	35.21	$	—

As of March 31, ~~2021,~~2022, ~~$338.4,~~$337.0, excluding fees, remains available for repurchase under the share repurchase ~~programs authorized~~program reauthorized in ~~previous years,~~2022, which ~~have~~has no expiration date.

Redeemable ~~Noncontrolling~~Non-controlling Interests

Many of our acquisitions include provisions under which the ~~noncontrolling~~non-controlling equity owners may require us to purchase additional interests in a subsidiary at their discretion. Redeemable ~~noncontrolling~~non-controlling interests are adjusted quarterly, if necessary, to their estimated redemption value, but not less than their initial fair value. Any adjustments to the redemption value impact retained earnings or additional paid in capital, except for foreign currency translation adjustments.

The following table presents changes in our redeemable ~~noncontrolling~~non-controlling interests.


		Three months ended March 31,					Three months ended March 31,
		2021		2020			2022		2021
Balance at beginning of period	Balance at beginning of period	$	93.1	$	164.7	Balance at beginning of period	$	15.6	$	93.1
Change in related noncontrolling interests balance		0.2		(2.9)
Changes in redemption value of redeemable noncontrolling interests:
Change in related non-controlling interests balance						Change in related non-controlling interests balance	(1.0)		0.2
Changes in redemption value of redeemable non-controlling interests:						Changes in redemption value of redeemable non-controlling interests:

Additions	Additions	0.0		0.0		Additions	1.1		0.0
Redemptions	Redemptions	(5.7)		(2.5)		Redemptions	(9.1)		(5.7)
Redemption value adjustments	Redemption value adjustments	(2.4)		(4.5)		Redemption value adjustments	1.3		(2.4)
Balance at end of period	Balance at end of period	$	85.2	$	154.8	Balance at end of period	$	7.9	$	85.2

Goodwill

As discussed in Note 11, the Company transitioned to the new segment reporting structure effective January 1, 2022 which resulted in certain changes to our operating segments and reporting units. We have allocated goodwill to our reporting units using a relative fair value approach. In addition, we completed an assessment of any potential goodwill impairment for all reporting units immediately prior and subsequent to the reallocation and determined that no impairment existed.

Goodwill is the excess purchase price remaining from an acquisition after an allocation of purchase price has been made to identifiable assets acquired and liabilities assumed based on estimated fair values.

The following table sets forth details of changes in goodwill by reportable segment of the Company:

Table of Contents

Notes to Consolidated Financial Statements – (continued)

(Amounts in Millions, Except Per Share Amounts)

(Unaudited)


	IAN		DXTRA		MD&E		IA&C		SC&E		Total
Balance at January 1, 2021	$	4,264.5	$	681.0	$	—	$	—	$	—	$	4,945.5
Dispositions	(0.2)		0.0		—		—		—		(0.2)
Foreign Currency and Other	(32.7)		(3.9)		—		—		—		(36.6)
Balance at December 31, 2021	$	4,231.6	$	677.1	$	—	$	—	$	—	$	4,908.7
Goodwill Reallocation 1	(4,231.6)		(677.1)		2,293.0		1,920.2		695.5		—
Balance at January 1, 2022	—		—		2,293.0		1,920.2		695.5		4,908.7
Foreign Currency and Other	—		—		(2.3)		(6.1)		(1.0)		(9.4)
Balance at March 31, 2022	$	—	$	—	$	2,290.7	$	1,914.1	$	694.5	$	4,899.3

1 Represents the reallocation of goodwill as a result of the reorganization as described in Note 11.

Note 6: Income Taxes

For the three months ended March 31, ~~2021,~~2022, our income tax expense was ~~negatively~~positively impacted by net losses on sales of businesses and the classification of certain assets as held for sale for which we received minimal tax benefit, as well as by losses in certain foreign jurisdictions where we receive no tax benefit due to 100% valuation allowances, partially offset by excess tax benefits on employee share-based payments, the majority of which is typically recognized in the first quarter due to the timing of the vesting of ~~awards.~~awards, partially offset by net losses on sales of businesses and the classification of certain assets as held for sale for which we received minimal tax benefit.

We have various tax years under examination by tax authorities in various countries, and in various states, in which we have significant business operations. It is not yet known whether these examinations will, in the aggregate, result in our paying additional taxes. We believe our tax reserves are adequate in relation to the potential for additional assessments in each of the jurisdictions in which we are subject to taxation. We regularly assess the likelihood of additional tax assessments in those jurisdictions and, if necessary, adjust our reserves as additional information or events require.

With respect to all tax years open to examination by U.S. federal, various state and local, and non-U.S. tax authorities, we currently anticipate that total unrecognized tax benefits will decrease by an amount between ~~$20.0~~$35.0 and ~~$30.0~~$45.0 in the next twelve months, a portion of which will affect our effective income tax rate, primarily as a result of the settlement of tax examinations and the lapsing of statutes of limitations.

We are effectively settled with respect to U.S. federal income tax audits through 2016. With limited exceptions, we are no longer subject to state and local income tax audits for years prior to 2013 or non-U.S. income tax audits for years prior to ~~2009.~~2010.

Table of Contents

Notes to Consolidated Financial Statements – (continued)

(Amounts in Millions, Except Per Share Amounts)

(Unaudited)

Note 7: Restructuring Charges

Beginning in the second quarter of 2020, the Company took restructuring actions to lower its operating expenses structurally and permanently relative to revenue and to accelerate the transformation of our business (the “2020 Restructuring Plan”). These actions continued through the fourth quarter of 2020, and most were based on our recent experience and learning in the COVID-19 pandemic and a resulting review of our operations to address certain operating expenses such as occupancy expense and salaries and related expenses.

Lease impairment costs, which relate to the office spaces that were vacated as part of the 2020 Restructuring Plan, included impairments of operating lease right-of-use assets and associated leasehold improvements, furniture and asset retirement obligations in addition to losses and gains related to early lease terminations. Lease impairments were calculated based on estimated fair values using market participant assumptions including forecasted net discounted cash flows related to the operating lease right-of-use assets.

All restructuring actions were identified and initiated in 2020, with all actions completed by the end of the fourth quarter of 2020. The amounts for the three months ended March 31, ~~2021~~2022 are adjustments to the actions taken in 2020.

The components of the restructuring charges related to the 2020 Restructuring Plan are listed below.


		Three months ended March 31,				Three months ended March 31,
		2021		2020				2022		2021
Severance and termination costs	Severance and termination costs	$	1.5	$	0.0		Severance and termination costs	$	0.3	$	1.5
Lease impairment costs	Lease impairment costs	(0.4)		0.0			Lease impairment costs	5.3		(0.4)
Other restructuring costs	Other restructuring costs	0.2		0.0			Other restructuring costs	1.0		0.2
Total restructuring charges	Total restructuring charges	$	1.3	$	0.0		Total restructuring charges	$	6.6	$	1.3

Net restructuring charges were comprised of ~~$0.5~~$6.1 at ~~IAN~~IA&C and ~~$0.8~~$0.4 at ~~DXTRA~~SC&E for the three months ended March 31, 2022, which include non-cash lease impairment costs of $5.1 at IA&C and $0.2 at SC&E.

Net restructuring charges were comprised of $0.4 at IA&C and $0.9 at SC&E for the three months ended March 31, 2021.

A summary of the restructuring activities taken in the first ~~quarter~~three months of ~~2021~~2022 related to the 2020 Restructuring Plan is as follows:


		2020 Restructuring Plan								2020 Restructuring Plan
		Liability at December 31, 2020		Restructuring Expense		Non-Cash Items		Cash Payments			Liability at March 31, 2021			Liability at December 31, 2021		Restructuring Expense		Non-Cash Items		Cash Payments		Liability at March 31, 2022
Severance and termination costs	Severance and termination costs	$	74.6	$	1.5	$	0.2	$	43.1		$	32.8	Severance and termination costs	$	9.4	$	0.3	$	0.0	$	4.8	$	4.9
Lease impairment costs	Lease impairment costs	0.0		(0.4)		(0.4)		0.0			0.0		Lease impairment costs	0.0		5.3		5.3		0.0		0.0
Other restructuring costs	Other restructuring costs	0.0		0.2		0.0		0.2			0.0		Other restructuring costs	0.0		1.0		1.0		0.0		0.0
Total	Total	$	74.6	$	1.3	$	(0.2)	$	43.3		$	32.8	Total	$	9.4	$	6.6	$	6.3	$	4.8	$	4.9

Note 8: Incentive Compensation Plans

We issue stock-based compensation and cash awards to our employees under various plans established by the Compensation and Leadership Talent Committee of the Board of Directors (the "Compensation Committee") and approved by our stockholders. We issued the following stock-based awards under the 2019 Performance Incentive Plan (the "2019 PIP") during the three months ended March 31, ~~2021.~~2022.


		Awards	Weighted-average grant-date fair value (per award)			Awards	Weighted-average grant-date fair value (per award)
Restricted stock (units)	Restricted stock (units)	0.7	$	25.45	Restricted stock (units)	1.2	$	36.67
Performance-based stock (shares)	Performance-based stock (shares)	0.5	$	21.71	Performance-based stock (shares)	1.5	$	30.05
Stock options (shares)		0.3	$	3.94

Total stock-based compensation awards	Total stock-based compensation awards	1.5			Total stock-based compensation awards	2.7

During the three months ended March 31, ~~2021,~~2022, the Compensation Committee granted performance cash awards under the 2019 PIP and restricted cash awards under the 2020 Restricted Cash Plan with a total annual target value of ~~$38.3~~$45.1 and ~~$76.6,~~ $11.9,

Table of Contents

Notes to Consolidated Financial Statements – (continued)

(Amounts in Millions, Except Per Share Amounts)

(Unaudited)

respectively. Cash awards are expensed over the vesting period, which is typically three years for performance cash awards and two years or three years for restricted cash awards.

~~Table of Contents~~

~~Notes to Consolidated Financial Statements – (continued)~~

~~(Amounts in Millions, Except Per Share Amounts)~~

~~(Unaudited)~~

Note 9: Accumulated Other Comprehensive Loss, Net of Tax

The following tables present the changes in accumulated other comprehensive loss, net of tax, by component.


		Foreign Currency Translation Adjustments		Derivative Instruments		Defined Benefit Pension and Other Postretirement Plans		Total			Foreign Currency Translation Adjustments		Derivative Instruments		Defined Benefit Pension and Other Postretirement Plans		Total
Balance as of December 31, 2020		$	(637.6)	$	6.8	$	(249.4)	$	(880.2)
Balance as of December 31, 2021										Balance as of December 31, 2021	$	(723.2)	$	22.9	$	(193.9)	$	(894.2)
Other comprehensive (loss) income before reclassifications	Other comprehensive (loss) income before reclassifications	(40.9)		18.4		0.0		(22.5)		Other comprehensive (loss) income before reclassifications	(3.9)		4.4		0.3		0.8
Amount reclassified from accumulated other comprehensive loss, net of tax	Amount reclassified from accumulated other comprehensive loss, net of tax	0.7		3.9		1.8		6.4		Amount reclassified from accumulated other comprehensive loss, net of tax	0.0		(0.2)		1.3		1.1
Balance as of March 31, 2021		$	(677.8)	$	29.1	$	(247.6)	$	(896.3)
Balance as of March 31, 2022										Balance as of March 31, 2022	$	(727.1)	$	27.1	$	(192.3)	$	(892.3)

Foreign Currency
Translation Adjustments Derivative
Instruments Defined Benefit Pension and Other Postretirement Plans Total
Balance as of December 31, 2019 $ (697.7) $ (3.5) $ (228.8) $ (930.0)
Other comprehensive loss before reclassifications (145.5) (0.4) (1.2) (147.1)
Amount reclassified from accumulated other comprehensive loss, net of tax (3.6) 0.5 1.5 (1.6)
Balance as of March 31, 2020 $ (846.8) $ (3.4) $ (228.5) $ (1,078.7)


	Foreign Currency Translation Adjustments		Derivative Instruments		Defined Benefit Pension and Other Postretirement Plans		Total
Balance as of December 31, 2020	$	(637.6)	$	6.8	$	(249.4)	$	(880.2)
Other comprehensive (loss) income before reclassifications	(40.9)		18.4		0.0		(22.5)
Amount reclassified from accumulated other comprehensive loss, net of tax	0.7		3.9		1.8		6.4
Balance as of March 31, 2021	$	(677.8)	$	29.1	$	(247.6)	$	(896.3)

Amounts reclassified from accumulated other comprehensive loss, net of tax, for the three months ended March 31, ~~2021~~2022 and ~~2020~~2021 are as follows:


		Three months ended March 31,				Affected Line Item in the Consolidated Statements of Operations	Three months ended March 31,									Affected Line Item in the Consolidated Statements of Operations
		2021		2020					2022				2021				Affected Line Item in the Consolidated Statements of Operations
Foreign currency translation adjustments	Foreign currency translation adjustments	$	0.7	$	(3.6)			Other expense, net		Foreign currency translation adjustments	$	0.0		$	0.7			Other expense, net
Losses on derivative instruments		5.2		0.6				Other expense, net, Interest expense
Net (gain) loss on derivative instruments										Net (gain) loss on derivative instruments	(0.3)			5.2					Other expense, net, Interest expense
Amortization of defined benefit pension and postretirement plan items	Amortization of defined benefit pension and postretirement plan items	2.3		1.9				Other expense, net		Amortization of defined benefit pension and postretirement plan items	1.7			2.3					Other expense, net
Tax effect	Tax effect	(1.8)		(0.5)				Provision for income taxes		Tax effect	(0.3)			(1.8)					Provision for income taxes
Total amount reclassified from accumulated other comprehensive loss, net of tax	Total amount reclassified from accumulated other comprehensive loss, net of tax	$	6.4	$	(1.6)					Total amount reclassified from accumulated other comprehensive loss, net of tax	$	1.1		$	6.4

Table of Contents

Notes to Consolidated Financial Statements – (continued)

(Amounts in Millions, Except Per Share Amounts)

(Unaudited)

Note 10: Employee Benefits

We have a defined benefit pension plan that covers certain U.S. employees (the “Domestic Pension Plan”). We also have numerous funded and unfunded plans outside the U.S. The Interpublic Limited Pension Plan in the U.K. is a defined benefit plan and is our most material foreign pension plan in terms of the benefit obligation and plan assets. Some of our domestic and foreign subsidiaries provide postretirement health benefits and life insurance to eligible employees and, in certain cases, their dependents. The domestic postretirement benefit plan is our most material postretirement benefit plan in terms of the benefit o~~bligation.~~ bligation. Certain immaterial foreign pension and postretirement benefit plans have been excluded ~~fro~~mfrom the table below.

The components of net periodic cost for the Domestic Pension Plan, the significant foreign pension plans and the domestic postretirement benefit plan are listed below.


		Domestic Pension Plan				Foreign Pension Plans				Domestic Postretirement Benefit Plan					Domestic Pension Plan				Foreign Pension Plans				Domestic Postretirement Benefit Plan
Three Months Ended March 31,	Three Months Ended March 31,	2021		2020		2021		2020		2021		2020		Three Months Ended March 31,	2022		2021		2022		2021		2022		2021
Service cost	Service cost	$	0.0	$	0.0	$	1.1	$	1.2	$	0.0	$	0.0	Service cost	$	0.0	$	0.0	$	1.1	$	1.1	$	0.0	$	0.0
Interest cost	Interest cost	0.7		1.0		2.0		2.3		0.2		0.2		Interest cost	0.7		0.7		2.4		2.0		0.2		0.2
Expected return on plan assets	Expected return on plan assets	(1.4)		(1.4)		(5.2)		(4.7)		0.0		0.0		Expected return on plan assets	(1.2)		(1.4)		(5.3)		(5.2)		0.0		0.0

Settlements														Settlements	0.0		0.0		0.0		0.0		0.0		0.0
Amortization of:	Amortization of:													Amortization of:
Unrecognized actuarial losses	Unrecognized actuarial losses	0.5		0.4		1.7		1.4		0.1		0.1		Unrecognized actuarial losses	0.4		0.5		1.2		1.7		0.1		0.1
Net periodic cost	Net periodic cost	$	(0.2)	$	0.0	$	(0.4)	$	0.2	$	0.3	$	0.3	Net periodic cost	$	(0.1)	$	(0.2)	$	(0.6)	$	(0.4)	$	0.3	$	0.3

The components of net periodic cost other than the service cost component are included in the line item “Other expense, net” in the Consolidated Statements of Operations.

During the three months ended March 31, ~~2021,~~2022, we contributed ~~$1.3~~$0.0 and $4.6 of cash to our domestic and foreign pension plans, respectively. For the remainder of ~~2021,~~2022, we expect to contribute approximately ~~$1.0~~$0.0 and ~~$14.0~~$12.0 of cash to our domestic and foreign pension plans, respectively.

Table of Contents

Notes to Consolidated Financial Statements – (continued)

(Amounts in Millions, Except Per Share Amounts)

(Unaudited)

Note 11: Segment Information

~~As of~~During the quarter ended March 31, ~~2021,~~2022, we adjusted our segment reporting to reflect our new organizational structure effective January 1, 2022. A managerial and operational review, as well as several organizational initiatives, completed on January 1, 2022, has resulted in modifications to our organizational and segment structure. As a result, we have ~~two~~determined we operate our results across three reportable segments: ~~IAN~~MD&E, IA&C, and ~~DXTRA. IAN~~SC&E.

MD&E primarily provides, and is distinguished by innovative capabilities and scale in, global media and communications services, digital services and products, advertising and marketing technology, e‐commerce services, data management and analytics, strategic consulting, and digital brand experience. MD&E is comprised of IPG Mediabrands, Acxiom, and Kinesso, as well as our digital and commerce specialist agencies, which include MRM, R/GA, and Huge.

IA&C primarily provides advertising, corporate and brand identity services, and strategic consulting. IA&C is distinguished by the leading role of complex integrations of ideation and the execution of advertising and creative campaigns across all communications channels that are foundational to client brand identities. IA&C is comprised of leading global networks and agencies that provide a broad range of services, including McCann Worldgroup, IPG Health, MullenLowe Group, Foote, Cone & Belding ("FCB"), ~~MullenLowe Group, Media, Data Services and Tech, which includes IPG Mediabrands, Acxiom and Kinesso, our digital specialist agencies~~ and our domestic integrated agencies. ~~DXTRA~~

SC&E primarily provides best-in-class global public relations and other specialized communications services, events, sports and entertainment marketing, and strategic consulting. SC&E is comprised of agencies that provide a ~~number~~range of ~~our specialist~~ marketing services ~~offerings~~expertise, including IPG DXTRA and DXTRA Health, Weber Shandwick, ~~DeVries,~~ Golin, ~~FutureBrands, Jack Morton~~ and ~~Octagon Worldwide.~~ our sports, entertainment, and experiential agencies.

We also report results for the ~~“Corporate~~Corporate and ~~Other”~~Other group.

In conjunction with the new reporting structure, prior period segment disclosures have been recast to reflect our new reportable segments, as well as the way performance is internally managed and monitored.

We continue to evaluate our financial reporting structure, and the profitability measure, employed by our chief operating decision maker for allocating resources to operating divisions and assessing operating division performance, is segment EBITA. Summarized financial information concerning our reportable segments is shown in the following table.

Three months ended
March 31,
2021 2020
Total revenue:
IAN $ 1,851.4 $ 1,818.8
DXTRA 405.6 541.0
Total $ 2,257.0 $ 2,359.8
Net revenue:
IAN $ 1,734.1 $ 1,664.5
DXTRA 293.6 307.6
Total $ 2,027.7 $ 1,972.1

Segment EBITA 1:
IAN $ 254.3 $ 99.0
DXTRA 40.4 22.3
Corporate and Other (30.1) (24.1)
Total $ 264.6 $ 97.2
Amortization of acquired intangibles:
IAN $ 20.5 $ 20.2
DXTRA 1.1 1.1
Corporate and Other 0.0 0.0
Total $ 21.6 $ 21.3
Depreciation and amortization 2:
IAN $ 41.4 $ 44.7
DXTRA 4.3 5.1
Corporate and Other 1.9 1.7
Total $ 47.6 $ 51.5
Capital expenditures:
IAN $ 21.7 $ 33.7
DXTRA 0.7 1.6
Corporate and Other 5.9 9.3
Total $ 28.3 $ 44.6

1 Adjusted EBITA is calculated as net income available to IPG common stockholders before provision for incomes taxes, total (expenses) and other income, equity in net loss of unconsolidated affiliates, net (income) loss attributable to noncontrolling interests and amortization of acquired intangibles.

2 ~~Excludes amortization of acquired intangibles.~~

Table of Contents

Notes to Consolidated Financial Statements – (continued)

(Amounts in Millions, Except Per Share Amounts)

(Unaudited)

March 31,
2021 December 31,
2020
Total assets:
IAN $ 13,587.8 $ 14,784.5
DXTRA 1,519.7 1,549.2
Corporate and Other 1,242.2 1,709.0
Total $ 16,349.7 $ 18,042.7


	Three months ended March 31,
	2022		2021
Total revenue:
MD&E	$	955.8	$	871.5
IA&C	1,054.2		953.9
SC&E	558.5		431.6
Total	$	2,568.5	$	2,257.0

Net revenue:
MD&E	$	932.1	$	849.8
IA&C	958.8		875.7
SC&E	336.3		302.2
Total	$	2,227.2	$	2,027.7

Segment EBITA 1:
MD&E	$	101.4	$	135.8
IA&C	130.5		118.1
SC&E	56.0		40.8
Corporate and Other	(20.9)		(30.1)
Total	$	267.0	$	264.6

Amortization of acquired intangibles:
MD&E	$	17.9	$	18.0
IA&C	2.4		2.6
SC&E	1.0		1.0
Corporate and Other	0.0		0.0
Total	$	21.3	$	21.6

Depreciation and amortization 2:
MD&E	$	26.2	$	24.6
IA&C	14.7		16.5
SC&E	4.1		4.6
Corporate and Other	1.5		1.9
Total	$	46.5	$	47.6

Capital expenditures:
MD&E	$	16.0	$	13.0
IA&C	6.0		8.7
SC&E	0.8		0.7
Corporate and Other	7.9		5.9
Total	$	30.7	$	28.3

1 Adjusted EBITA is calculated as net income available to IPG common stockholders before provision for (benefit of) income taxes, total (expenses) and other income, equity in net income (loss) of unconsolidated affiliates, net income attributable to non-controlling interests and amortization of acquired intangibles.

2 Excludes amortization of acquired intangibles.

Table of Contents

Notes to Consolidated Financial Statements – (continued)

(Amounts in Millions, Except Per Share Amounts)

(Unaudited)


	March 31, 2022		December 31, 2021
Total assets:
MD&E	$	8,661.7	$	9,580.6
IA&C	5,777.9		6,004.2
SC&E	1,632.0		1,590.9
Corporate and Other	1,809.3		2,733.5
Total	$	17,880.9	$	19,909.2

The following table presents the reconciliation of segment EBITA to Income before income taxes.


		Three months ended March 31,				Three months ended March 31,
		2021		2020				2022		2021
IAN EBITA		$	254.3	$	99.0
DXTRA EBITA		40.4		22.3
MD&E EBITA							MD&E EBITA	$	101.4	$	135.8
IA&C EBITA							IA&C EBITA	130.5		118.1
SC&E EBITA							SC&E EBITA	56.0		40.8
Corporate and Other EBITA	Corporate and Other EBITA	(30.1)		(24.1)			Corporate and Other EBITA	(20.9)		(30.1)
Less: consolidated amortization of acquired intangibles	Less: consolidated amortization of acquired intangibles	21.6		21.3			Less: consolidated amortization of acquired intangibles	21.3		21.6
Operating income	Operating income	243.0		75.9			Operating income	245.7		243.0
Total (expenses) and other income	Total (expenses) and other income	(126.6)		(55.9)			Total (expenses) and other income	(35.8)		(126.6)
Income before income taxes	Income before income taxes	$	116.4	$	20.0		Income before income taxes	$	209.9	$	116.4

Note 12: Fair Value Measurements

Authoritative guidance for fair value measurements establishes a fair value hierarchy which requires us to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. There are three levels of inputs that may be used to measure fair value:


Level 1						Unadjusted quoted prices in active markets for identical assets or liabilities. An active market for the asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2						Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3						Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Financial Instruments that are Measured at Fair Value on a Recurring Basis

We primarily apply the market approach to determine the fair value of financial instruments that are measured at fair value on a recurring basis. There were no changes to our valuation techniques used to determine the fair value of financial instruments during the three months ended March 31, ~~2021.~~2022. The following tables present information about our financial instruments measured at fair value on a recurring basis as of March 31, ~~2021~~2022 and December 31, ~~2020,~~2021, and indicate the fair value hierarchy of the valuation techniques utilized to determine such fair value.

2021

Table of Contents

Notes to Consolidated Financial Statements – (continued)

(Amounts in Millions, Except Per Share Amounts)

(Unaudited)


		March 31, 2021								Balance Sheet Classification		March 31, 2022								Balance Sheet Classification
		Level 1		Level 2		Level 3		Total				Level 1		Level 2		Level 3		Total
Assets	Assets										Assets
Cash equivalents	Cash equivalents	$	1,160.6	$	0.0	$	0.0	$	1,160.6	Cash and cash equivalents	Cash equivalents	$	1,221.2	$	0.0	$	0.0	$	1,221.2	Cash and cash equivalents
Liabilities	Liabilities										Liabilities
Contingent acquisition obligations 1	Contingent acquisition obligations 1	$	0.0	$	0.0	$	99.7	$	99.7	Accrued liabilities and Other non-current liabilities	Contingent acquisition obligations 1	$	0.0	$	0.0	$	33.6	$	33.6	Accrued liabilities and Other non-current liabilities

		December 31, 2020								Balance Sheet Classification		December 31, 2021								Balance Sheet Classification
		Level 1		Level 2		Level 3		Total				Level 1		Level 2		Level 3		Total
Assets	Assets										Assets
Cash equivalents	Cash equivalents	$	1,507.4	$	0.0	$	0.0	$	1,507.4	Cash and cash equivalents	Cash equivalents	$	2,391.8	$	0.0	$	0.0	$	2,391.8	Cash and cash equivalents
Liabilities	Liabilities										Liabilities
Contingent acquisition obligations 1	Contingent acquisition obligations 1	$	0.0	$	0.0	$	95.5	$	95.5	Accrued liabilities and Other non-current liabilities	Contingent acquisition obligations 1	$	0.0	$	0.0	$	33.5	$	33.5	Accrued liabilities and Other non-current liabilities

1Contingent acquisition obligations includes deferred acquisition payments and unconditional obligations to purchase additional ~~noncontrolling~~non-controlling equity shares of consolidated subsidiaries. Fair value measurement of the obligations is based upon actual and projected operating performance targets as specified in the related agreements. The increase in this balance of ~~$4.2~~$0.1 from December 31, ~~2020~~2021 to March 31, ~~2021~~2022 is primarily due to the exercises of redeemable ~~noncontrolling~~non-controlling interest and valuation adjustments, ~~partially~~ offset by payments related to ~~ownership increase in~~ our ~~consolidated subsidiaries.~~deferred acquisitions payments from prior-year acquisitions. The amounts payable within the next twelve months are classified in accrued liabilities; any amounts payable thereafter are classified in other non-current liabilities.

Financial Instruments that are not Measured at Fair Value on a Recurring Basis

The following table presents information about our financial instruments that are not measured at fair value on a recurring basis as of March 31, ~~2021~~2022 and December 31, ~~2020,~~2021, and indicates the fair value hierarchy of the valuation techniques utilized to determine such fair value.

March 31, 2021 December 31, 2020
Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total
Total long-term debt $ 0.0 $ 3,696.8 $ 43.1 $ 3,739.9 $ 0.0 $ 3,951.1 $ 43.9 $ 3,995.0


	March 31, 2022								December 31, 2021
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Total long-term debt	$	0.0	$	2,968.7	$	40.4	$	3,009.1	$	0.0	$	3,295.6	$	41.8	$	3,337.4

Our long-term debt is comprised of senior notes and other notes payable. The fair value of our senior notes, which are traded over-the-counter, is based on quoted prices in markets that are not active. Therefore, these senior notes are classified as Level 2. Our other notes payable are not actively traded, and their fair value is not solely derived from readily observable inputs. The fair value of our other notes payable is determined based on a discounted cash flow model and other proprietary valuation methods, and therefore is classified as Level 3. See Note 3 for further information on our long-term debt.

The discount rates used as significant unobservable inputs in the Level 3 fair value measurements of our contingent acquisition obligations and long-term debt as of March 31, ~~2021~~2022 ranged ~~from~~ from 1.0% to 4.0% an and 0.4% to 3.4%, respectively.

Non-financial Assets and Liabilities that are Measured at Fair Value on a Nonrecurring Basis

Certain non-financial assets and liabilities are measured at fair value on a nonrecurring basis, primarily goodwill (Level 3), intangible assets, and property and equipment. Accordingly, these assets are not measured and adjusted to fair value on an ongoing basis but are subject to periodic evaluations for potential impairment.

2122

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Notes to Consolidated Financial Statements – (continued)

(Amounts in Millions, Except Per Share Amounts)

(Unaudited)

Note 13: Commitments and Contingencies

Guarantees

As discussed in our ~~2020~~2021 Annual Report, we have guaranteed certain obligations of our subsidiaries relating principally to operating leases, uncommitted lines of credit and cash pooling arrangements. As of March 31, ~~2021~~2022 and December 31, ~~2020,~~2021, the amount of parent company guarantees on lease ~~obligations~~obligations was ~~$616.8~~$639.4 and ~~$630.8,~~$667.5, respectively, the amount of parent company guarantees relating to uncommitted lines of credit was ~~$400.4~~$310.8 and ~~$399.6,~~$306.5, respectively, and the amount of parent company guarantees related to daylight overdrafts, primarily utilized to manage intra-day overdrafts due to timing of transactions under cash pooling arrangements without resulting in incremental borrowings, was ~~$106.3~~$103.3 and ~~$109.2,~~$104.4, respectively. In the event of non-payment by the applicable subsidiary of the obligations covered by a ~~guarantee,~~guarantee, we would be obligated to pay the amounts covered by that guarantee. As of March 31, ~~2021,~~2022, there ~~were 0~~were no material assets pledged as security for such parent company guarantees.

Legal Matters

We are involved in various legal proceedings, and subject to investigations, inspections, audits, inquiries and similar actions by governmental authorities, arising in the normal course of business. The types of allegations that arise in connection with such legal proceedings vary in nature, but can include claims related to contract, employment, tax and intellectual property matters. We evaluate all cases each reporting period and record liabilities for losses from legal proceedings when we determine that it is probable that the outcome in a legal proceeding will be unfavorable and the amount, or potential range, of loss can be reasonably estimated. In certain cases, we cannot reasonably estimate the potential loss because, for example, the litigation is in its early stages. While any outcome related to litigation or such governmental proceedings in which we are involved cannot be predicted with certainty, management believes that the outcome of these matters, individually and in the aggregate, will not have a material adverse effect on our financial condition, results of operations or cash flows.

Note 14: Recent Accounting Standards

Accounting pronouncements not listed below were assessed and determined to be not applicable or are expected to have minimal impact on our Consolidated Financial Statements.

~~Income Taxes~~Derivatives and Hedging

In ~~December 2019,~~March 2022, the ~~FASB~~Financial Accounting Standards Board (the "FASB") issued amended guidance on hedge accounting which allows nonprepayable financial assets to ~~simplify~~be included in a closed portfolio hedge using the portfolio layer method, allowing for more consistent accounting over prepayable and nonprepayable hedges. The new guidance also allows multiple hedged layers to be designated for ~~income taxes by removing certain exceptions and amending certain sections of existing guidance under ASC 740.~~a single closed portfolio further aligning hedge accounting with risk management strategies. This amended guidance ~~was~~is effective beginning January 1, ~~2021. The~~2023, with early adoption permitted. We are currently assessing the impact the adoption of ~~this~~the amended guidance ~~did not~~will have ~~a material impact~~ on our Consolidated Financial Statements.

2223

Table of Contents

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Amounts in Millions, Except Per Share Amounts)

(Unaudited)


Item 2.			Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to help you understand The Interpublic Group of Companies, Inc. and its subsidiaries (the “Company,” “IPG,” “we,” “us” or “our”). MD&A should be read in conjunction with our unaudited Consolidated Financial Statements and the accompanying notes included in this report and our Annual Report on Form 10-K for the year ended December 31, ~~2020~~2021 (the ~~“2020~~“2021 Annual Report”), as well as our other reports and filings with the Securities and Exchange Commission (the “SEC”). Our ~~2020~~2021 Annual Report includes additional information about our significant accounting policies and practices as well as details about the most significant risks and uncertainties associated with our financial and operating results. Our MD&A includes the following sections:

EXECUTIVE SUMMARY provides a discussion about our strategic outlook, factors influencing our business and an overview of our results of operations.

RESULTS OF OPERATIONS provides an analysis of the consolidated and segment results of operations for the periods presented.

LIQUIDITY AND CAPITAL RESOURCES provides an overview of our cash flows, funding requirements, financing and sources of funds, and debt credit ratings.

CRITICAL ACCOUNTING ESTIMATES provides an update to the discussion in our ~~2020~~2021 Annual Report of our accounting policies that require critical judgment, assumptions and estimates.

RECENT ACCOUNTING STANDARDS, by reference to Note 14to the unaudited Consolidated Financial Statements, provides a discussion of certain accounting standards that have been recently adopted or that have not yet been required to be implemented and may be applicable to our future operations.

NON-GAAP FINANCIAL MEASURE, provides a reconciliation of non-GAAP financial measure with the most directly comparable generally accepted accounting principles in the United States (“U.S. GAAP”) financial measures and sets forth the reasons we believe that presentation of the non-GAAP financial measure contained therein provides useful information to investors regarding our results of operations and financial condition.

EXECUTIVE SUMMARY

Our Business

We are one of the world’s premier global advertising and marketing services companies. With approximately ~~50,200~~56,800 employees and operations in all major world markets, we help our clients’ businesses and brands thrive in a consumer economy increasingly defined by digital media, data and continuous change. At IPG, we combine the power of creativity with the benefits of technology, fueling our offerings with a deep understanding of audiences at the individual level, driven by ethical business practices. We have exceptionally talented people, across a balanced portfolio of strong agency brands, who together have set a standard for growth in our industry in recent years.

Our companies specialize in consumer advertising, digital marketing, communications planning and media buying, public relations, specialized communications disciplines and data ~~management.~~science. Our ~~agencies~~networks create customized marketing solutions for clients that range in scale from large global marketers to regional and local clients. Comprehensive global services are critical to effectively serve our multinational and local clients in markets throughout the world as they seek to build brands, increase sales of their products and services, and gain market share.

We operate in a marketing and media landscape that continues to evolve at a rapid pace. Media channels continue to fragment, and clients face an increasingly complex consumer environment. To stay ahead of these challenges and to achieve our objectives, we have made and continue to make investments in creative, strategic and technology talent in areas including fast-growth digital marketing channels, high-growth geographic regions and strategic world markets. We consistently ~~review~~invest in opportunities within our Company to enhance the professional skills of our ~~operations through acquisitions~~employees and ~~strategic alliances and internal programs that~~ encourage intra-company collaboration. As appropriate, we also make acquisitions, enter into strategic alliances, and develop relationships with technology and ~~emerging~~ media companies that are building leading-edge marketing tools that complement our agencies’ skill sets and capabilities.

Our financial goals include competitive organic net revenue growth and expansion of Adjusted EBITA margin, as defined and discussed within the Non-GAAP Financial Measure section of this MD&A, which we expect will further strengthen our balance sheet and total liquidity and increase value to our ~~shareholders.~~stakeholders. Accordingly, we remain focused on meeting the evolving needs of our clients while concurrently managing our cost structure. We continually seek greater efficiency in the

Table of Contents

Management’s Discussion and Analysis of Financial Condition and Results of Operations - (continued)

(Amounts in Millions, Except Per Share Amounts)

(Unaudited)

delivery of our services, focusing on more effective resource utilization, including the productivity of our employees, real estate, information technology and shared services, such as finance, human resources and legal. The improvements we have made and continue to make in our financial reporting and business information systems in recent years allow us more timely and actionable insights from our global operations. Our disciplined approach to our balance sheet and liquidity provides us with a solid financial foundation and financial flexibility to manage and grow our business. We believe that our strategy and execution position us to meet our financial goals and to deliver long-term ~~shareholder value.~~

~~Table~~value to all of ~~Contents~~our stakeholders.

~~Management’s Discussion and Analysis of Financial Condition and Results of Operations - (continued)~~

~~(Amounts in Millions, Except Per Share Amounts)~~

~~(Unaudited)~~

Impact of COVID-19

In March 2020, the World Health Organization categorized the disease caused by the novel coronavirus ("COVID-19") as a pandemic, and it continues to spread extensively throughout the United States and the rest of the ~~world. The~~world, particularly in recent months with the impact of the newly identified Omicron and Omicron BA.2 variants of the COVID-19 virus. While the initial outbreak of COVID-19 and public and private sector measures to reduce its transmission ~~such as forced business closures and limits on operations, the imposition of social distancing and orders to work-from-home, stay-at-home and shelter-in-place, have~~ adversely ~~impacted our business and demand for our services. Some businesses have adjusted, reduced or suspended operating activities, which has negatively~~ impacted the markets we ~~serve.~~serve and our results of operations, cash flows and financial position throughout 2020, in 2021 we positively benefited from the effects of robust economic recovery in many of our principal markets as vaccination efforts took hold and the overall public health situation improved in many markets. In the first quarter of 2022, we have continued to experience the positive effects of overall economic growth in most of our major markets. We continue to believe that our focus on our strategic strengths, which include talent, our differentiated go-to-market strategy, data management capabilities, and the relevance of our offerings, position us well to navigate a rapidly changing marketplace. The ~~effects~~future course of the ~~COVID-19~~ pandemic ~~have impacted~~is unpredictable, and ~~will likely continue to impact our results of operations, cash flows and financial position; however,~~ the extent of ~~the~~its impact on our business will vary depending on the duration and severity of the continuing economic and operational impacts of COVID-19. The impact of the variants identified in 2021 and the pace of improvements in health and economic conditions have not been uniform across all geographies and could be threatened by such factors as the continued spread of the Omicron or other variants to the COVID-19 ~~as well as~~virus, the economic impacts of supply-chain challenges and lockdown and other social distancing efforts in certain markets and limitations on the effectiveness of mass vaccination and other public health efforts to mitigate the impact of the pandemic.

At the outset of the COVID-19 pandemic, we responded swiftly in support of our people, our clients and our communities. To protect our employees, and to do our part in stopping the spread of COVID-19, within days, 95 percent of our global workforce had moved to a remote work environment. ~~The majority~~Although much of our worldwide workforce continues to work from ~~home.~~home at least part of the time, we expect our workforce will increasingly be returning to the workplace in coming months. We recognized the importance of regular communication to reassure employees and to keep them updated on our plans as the pandemic ~~unfolded, and IPG was recognized with top honors at the Corporate Content Awards North America for its outstanding communication during the pandemic.~~continues to unfold. We have adopted an approach of “organized flexibility” and continue to adjust our policies and practices to facilitate the new working environments and take into account the need of many employees to work during non-traditional hours and juggle home lives and work responsibilities.

We believe we have had significant success in maintaining and continuing to advance the quality of our services notwithstanding extensive changes required by the pandemic. With respect to managing costs, we undertook multiple initiatives ~~which continue,~~ to align our expenses with changes in revenue. The steps we took across our agencies and corporate group included deferred merit increases, freezes on hiring and temporary labor, major cuts in non-essential spending, staff reductions, furloughs in markets where that option is available and salary reductions, including voluntary salary reductions for our senior corporate management team.

~~Starting in the second quarter of 2020 and continuing through the year~~In 2020, the Company also took restructuring actions to lower our operating expenses structurally and permanently relative to revenue and to accelerate the transformation of our ~~business.~~business (the “2020 Plan”). Most of these actions were based on our ~~recent~~ experience and learning in the COVID-19 pandemic and a resulting review of our operations. Notably, we foresee a greater role for work-from-home in a hybrid office-home model to deliver and support our services in a post-COVID world.

In the first quarter of 2022, we experienced robust growth, driven in our domestic market by growth across all disciplines, most notably in our advertising and media businesses, as well as our Experiential businesses, and in our international markets, by organic growth in all geographic regions, bolstered by strong performance at our media and advertising businesses in addition to our public relations agencies and digital project-based offerings. The continued rapid spread of the Omicron variant did not have a significant negative impact on our growth in the quarter. Prospects for continuing general economic recovery and improved financial performance as the year progresses will depend on the course of the pandemic and the efficacy of vaccination and other public health efforts both domestically and globally. Other macroeconomic risks to our performance for the remainder of 2022 include the extent of inflation of labor costs and potential for labor shortages, inflationary pressures on our clients and their customers, the economic impacts of geopolitical conflict and uncertainty, and the impact of continuing and unpredictable supply chain disruptions across the global economy. See Item 1A, Risk Factors, in our Annual Report on Form 10-K for the year ended December 31, 2021.

Table of Contents

Management’s Discussion and Analysis of Financial Condition and Results of Operations - (continued)

(Amounts in Millions, Except Per Share Amounts)

(Unaudited)

Our Financial Information

When we analyze period-to-period changes in our operating performance, we determine the portion of the change that is attributable to changes in foreign currency rates and the net effect of acquisitions and divestitures, and the remainder we call organic change, which indicates how our underlying business performed. We exclude the impact of billable expenses in analyzing our operating performance as the fluctuations from period to period are not indicative of the performance of our underlying businesses and have no impact on our operating income or net income.

The change in our operating performance attributable to changes in foreign currency rates is determined by converting the prior-period reported results using the current-period exchange rates and comparing these prior-period adjusted amounts to the prior-period reported results. Although the U.S. Dollar is our reporting currency, a substantial portion of our revenues and expenses are generated in foreign currencies. Therefore, our reported results are affected by fluctuations in the currencies in which we conduct our international businesses. Our exposure is mitigated as the majority of our revenues and expenses in any given market are generally denominated in the same currency. Both positive and negative currency fluctuations against the U.S. Dollar affect our consolidated results of operations, and the magnitude of the foreign currency impact to our operations related to each geographic region depends on the significance and operating performance of the region. Our results during the first ~~quarter~~three months of ~~2021~~2022 were most ~~favorably~~adversely impacted by the Euro, British Pound Sterling and ~~Australian Dollar and most adversely impacted by the Brazilian Real.~~Japanese Yen.

For purposes of analyzing changes in our operating performance attributable to the net effect of acquisitions and divestitures, transactions are treated as if they occurred on the first day of the quarter during which the transaction occurred. During the past few years, we have acquired companies that we believe will enhance our offerings and disposed of businesses that are not consistent with our strategic plan.

~~Table~~As discussed in Note 11 in Item 1, Financial Statements (Unaudited), in January 2022, the Company completed a managerial and operational review, which resulted in organizational realignments to our financial reporting segment structure. As a result, we have determined we operate across three reportable segments. The three reportable segments are: Media, Data & Engagement Solutions ("MD&E"), Integrated Advertising & Creativity Led Solutions ("IA&C"), and Specialized Communications & Experiential Solutions ("SC&E"). The historical results, discussion and presentation of ~~Contents~~our business segments as set forth in this MD&A reflect the impact of these changes for all periods presented in order to present segment information on a comparable basis and does not impact the Company's unaudited consolidated statements of operations and comprehensive income, consolidated balance sheets, consolidated statement of cash flows and consolidated statements of stockholders' equity for any of the previously reported periods.

~~Management’s Discussion and Analysis of Financial Condition and Results of Operations - (continued)~~

~~(Amounts in Millions, Except Per Share Amounts)~~

~~(Unaudited)~~

The metrics that we use to evaluate our financial performance include organic change in net revenue as well as the change in certain operating expenses, and the components thereof, expressed as a percentage of consolidated net revenue, as well as Adjusted EBITA. These metrics are also used by management to assess the financial performance of our reportable segments, ~~Integrated Agency Networks (“IAN”)~~MD&E, IA&C, and ~~IPG DXTRA (“DXTRA”).~~SC&E. In certain of our discussions, we analyze net revenue by geographic region and by business sector, in which we focus on our top 500 clients, which typically constitute approximately ~~80% to~~ 85% of our annual consolidated net revenues.

Results for the three months ended March 31, ~~2021, are~~2022, may not be indicative of the results that may be expected for the fiscal year ending December 31, ~~2021.~~2022. The Consolidated Financial Statements and MD&A presented herein reflect the latest estimates and assumptions made by us that affect the reported amounts of assets and liabilities and related disclosures as of the date of the consolidated financial statements and reported amounts of revenue and expenses during the reporting periods presented. We believe we have used reasonable estimates and assumptions to assess the fair values of ~~the Company’s~~ goodwill, long-lived assets and indefinite-lived intangible assets; assessment of the annual effective tax rate; valuation of deferred income taxes and ~~the~~ allowance for expected credit losses on future uncollectible accounts receivable. If actual market conditions vary significantly from those currently projected, these estimates and assumptions could materially change resulting in adjustments to the carrying values of our assets and liabilities.

~~The following table presents a summary of our financial performance for the three months ended March 31, 2021 and 2020.~~

Three months ended
March 31,
Statement of Operations Data 2021 2020 % Increase/
(Decrease)
REVENUE:
Net revenue $ 2,027.7 $ 1,972.1 2.8 %
Billable expenses 229.3 387.7 (40.9) %
Total revenue $ 2,257.0 $ 2,359.8 (4.4) %
OPERATING INCOME $ 243.0 $ 75.9 >100%
Adjusted EBITA 1
$ 264.6 $ 97.2 >100%
NET INCOME AVAILABLE TO IPG COMMON STOCKHOLDERS $ 91.7 $ 4.7
Earnings per share available to IPG common stockholders:
Basic $ 0.23 $ 0.01
Diluted $ 0.23 $ 0.01
Operating Ratios
Organic change in net revenue 1.9 % 0.3 %
Operating margin on net revenue 12.0 % 3.8 %
Operating margin on total revenue 10.8 % 3.2 %
Adjusted EBITA margin on net revenue 1
13.0 % 4.9 %
Expenses as a % of net revenue:
Salaries and related expenses 68.7 % 72.1 %
Office and other direct expenses 14.4 % 19.2 %
Selling, general and administrative expenses 1.4 % 1.1 %
Depreciation and amortization 3.4 % 3.7 %
Restructuring charges 2
0.1 % 0.0 %

2526

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Management’s Discussion and Analysis of Financial Condition and Results of Operations - (continued)

(Amounts in Millions, Except Per Share Amounts)

(Unaudited)

The following table presents a summary of our financial performance for the three months ended March 31, 2022 and 2021.


	Three months ended March 31,
Statement of Operations Data	2022			2021			% Increase/ (Decrease)
REVENUE:
Net revenue	$	2,227.2		$	2,027.7		9.8	%
Billable expenses	341.3			229.3			48.8	%
Total revenue	$	2,568.5		$	2,257.0		13.8	%

OPERATING INCOME	$	245.7		$	243.0		1.1	%

Adjusted EBITA 1	$	267.0		$	264.6		0.9	%

NET INCOME AVAILABLE TO IPG COMMON STOCKHOLDERS	$	159.4		$	91.7

Earnings per share available to IPG common stockholders:
Basic	$	0.40		$	0.23
Diluted	$	0.40		$	0.23

Operating Ratios
Organic change in net revenue	11.5		%	1.9		%

Operating margin on net revenue	11.0		%	12.0		%
Operating margin on total revenue	9.6		%	10.8		%

Adjusted EBITA margin on net revenue 1	12.0		%	13.0		%

Expenses as a % of net revenue:
Salaries and related expenses	70.2		%	68.7		%
Office and other direct expenses	14.5		%	14.4		%
Selling, general and administrative expenses	0.9		%	1.4		%
Depreciation and amortization	3.0		%	3.4		%
Restructuring charges 2	0.3		%	0.1		%

1 Adjusted EBITA is a financial measure that is not defined by U.S. GAAP. Adjusted EBITA is calculated as net income available to IPG common stockholders before provision for ~~incomes~~(benefit of) income taxes, total (expenses) and other income, equity in net ~~loss~~income (loss) of unconsolidated affiliates, net (income) loss attributable to ~~noncontrolling~~non-controlling interests and amortization of acquired intangibles. Refer to the “Non-GAAP Financial Measure” section of this MD&A for additional information and for a reconciliation to U.S. GAAP measures.

2 ~~Results include restructuring charges of $1.3 for~~ For the three months ended March 31, ~~2021.~~2022, results include net restructuring charges of $6.6. For the three months ended March 31, 2021, results include restructuring charges of $1.3. See “Restructuring Charges” in this MD&A and Note 7 to the unaudited Consolidated Financial Statements for further information.

Our organic net revenue increase of ~~1.9%~~11.5% for the first quarter of ~~2021~~2022 was ~~primarily from net client wins in the healthcare sector and~~driven by net higher spending from existing clients across most sectors, notably in the ~~retail sector, partially offset by~~health care, other, and technology & telecom sectors, which also each increased from net client ~~losses in the financial services sector and net decreases from existing clients in the technology and telecom sector.~~wins. During the first quarter of ~~2021,~~2022, our Adjusted EBITA margin ~~increased~~decreased to ~~13.0%~~12.0% from ~~4.9%~~13.0% in the prior-year period as the increase in net revenue, ~~increased,~~ discussed below in the “Results of Operations” section, ~~and~~was outpaced by the overall increase in our operating expenses, excluding billable expenses and amortization of acquired ~~intangibles, decreased.~~intangibles.

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Management’s Discussion and Analysis of Financial Condition and Results of Operations - (continued)

(Amounts in Millions, Except Per Share Amounts)

(Unaudited)

RESULTS OF OPERATIONS

Consolidated Results of Operations – Three Months Ended March 31, ~~2021~~2022 Compared to Three Months Ended March 31, ~~2020~~2021

Net Revenue

Our net revenue is directly impacted by the retention and spending levels of existing clients and by our ability to win new clients. Most of our expenses are recognized ratably throughout the year and are therefore less seasonal than revenue. Our net revenue is typically lowest in the first quarter and highest in the fourth quarter, reflecting the seasonal spending of our clients.


				Components of Change								Change							Components of Change								Change
		Three months ended March 31, 2020		Foreign Currency		Net Acquisitions/ (Divestitures)		Organic		Three months ended March 31, 2021		Organic		Total			Three months ended March 31, 2021		Foreign Currency		Net Acquisitions/ (Divestitures)		Organic		Three months ended March 31, 2022		Organic		Total
Consolidated	Consolidated	$	1,972.1	$	29.3	$	(11.7)	$	38.0	$	2,027.7	1.9	%	2.8	%	Consolidated	$	2,027.7	$	(27.6)	$	(6.7)	$	233.8	$	2,227.2	11.5	%	9.8	%
Domestic	Domestic	1,320.0		—		(7.4)		(2.8)		1,309.8		(0.2)	%	(0.8)	%	Domestic	1,309.8		—		0.0		160.3		1,470.1		12.2	%	12.2	%
International	International	652.1		29.3		(4.3)		40.8		717.9		6.3	%	10.1	%	International	717.9		(27.6)		(6.7)		73.5		757.1		10.2	%	5.5	%
United Kingdom	United Kingdom	165.7		11.6		0.9		5.8		184.0		3.5	%	11.0	%	United Kingdom	184.0		(4.3)		0.0		2.7		182.4		1.5	%	(0.9)	%
Continental Europe	Continental Europe	146.0		13.2		(1.5)		18.1		175.8		12.4	%	20.4	%	Continental Europe	175.8		(13.0)		0.0		16.5		179.3		9.4	%	2.0	%
Asia Pacific	Asia Pacific	158.8		8.9		(4.0)		5.4		169.1		3.4	%	6.5	%	Asia Pacific	169.1		(6.7)		(3.3)		15.5		174.6		9.2	%	3.3	%
Latin America	Latin America	79.3		(8.2)		0.3		4.0		75.4		5.0	%	(4.9)	%	Latin America	75.4		(3.8)		(0.1)		16.2		87.7		21.5	%	16.3	%
Other	Other	102.3		3.8		0.0		7.5		113.6		7.3	%	11.0	%	Other	113.6		0.2		(3.3)		22.6		133.1		19.9	%	17.2	%

The ~~slight~~12.2% organic ~~decrease~~increase during the first quarter of ~~2021~~2022 in our domestic market was ~~primarily~~ driven by revenue declines due to the continuing impact of the COVID-19 pandemic on the economy at our discretionary digital project-based offerings and our sports and experiential marketing businesses. The organic decreasegrowth across all disciplines, most notably in ~~our domestic market was largely offset by growth at~~ our advertising and media businesses. In our international markets, the ~~6.3%~~10.2% organic increase was driven by organic growth ~~across~~from all geographic ~~regions. This organic increase was primarily attributable to growth~~regions, bolstered by strong performance at our media and advertising businesses ~~most notably~~ in ~~the Continental Europe region, partially offset by declines at~~addition to our ~~sports~~public relations agencies and ~~experiential marketing businesses.~~digital project-based offerings.

Refer to the segment discussion later in this MD&A for information on changes in net revenue by segment.

Salaries and Related Expenses


		Three months ended March 31,								Three months ended March 31,
		2021			2020			% Increase/ (Decrease)				2022			2021			% Increase/ (Decrease)
Salaries and related expenses	Salaries and related expenses	$	1,393.1		$	1,422.8		(2.1)	%		Salaries and related expenses	$	1,564.4		$	1,393.1		12.3	%

As a % of net revenue:	As a % of net revenue:										As a % of net revenue:
Salaries and related expenses	Salaries and related expenses	68.7		%	72.1		%				Salaries and related expenses	70.2		%	68.7		%
Base salaries, benefits and tax	Base salaries, benefits and tax	58.1		%	61.7		%				Base salaries, benefits and tax	59.9		%	58.1		%
Incentive expense	Incentive expense	4.3		%	3.7		%				Incentive expense	4.0		%	4.3		%
Severance expense	Severance expense	0.3		%	1.2		%				Severance expense	0.5		%	0.3		%
Temporary help	Temporary help	4.6		%	4.5		%				Temporary help	4.8		%	4.6		%
All other salaries and related expenses	All other salaries and related expenses	1.4		%	1.0		%				All other salaries and related expenses	1.0		%	1.4		%

~~Salaries~~Net revenue growth of 9.8% was outpaced by the increase in salaries and related expenses ~~decreased by 2.1% compared to the net revenue increase~~ of ~~2.8%~~12.3% during the first quarter of ~~2021~~2022 as compared to the prior-year ~~period. The decrease was~~period, primarily driven by ~~reductions~~an increase in base salaries, benefits and payroll tax, which was driven by hiring to support strong revenue growth over the course of 2021 and ~~severance expense, resulting from multiple initiatives taken~~ in ~~2020 to align our expenses with changes in net revenue in response to~~ the ~~effects~~first quarter of ~~the COVID-19 pandemic on economic conditions. The decreases were~~2022, partially offset by ~~increased incentive expense, primarily related to better-than-projected performance, and increased temporary help expenses.~~a decrease in performance-based employee compensation expense.

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Management’s Discussion and Analysis of Financial Condition and Results of Operations - (continued)

(Amounts in Millions, Except Per Share Amounts)

(Unaudited)

Office and Other Direct Expenses


		Three months ended March 31,								Three months ended March 31,
		2021			2020			% Increase/ (Decrease)				2022			2021			% Increase/ (Decrease)
Office and other direct expenses	Office and other direct expenses	$	292.9		$	378.2		(22.6)	%		Office and other direct expenses	$	323.4		$	292.9		10.4	%

As a % of net revenue:	As a % of net revenue:										As a % of net revenue:
Office and other direct expenses	Office and other direct expenses	14.4		%	19.2		%				Office and other direct expenses	14.5		%	14.4		%
Occupancy expense	Occupancy expense	5.6		%	6.7		%				Occupancy expense	5.1		%	5.6		%
All other office and other direct expenses 1	All other office and other direct expenses 1	8.8		%	12.5		%				All other office and other direct expenses 1	9.4		%	8.8		%

1Includes client service costs, non-pass through production expenses, travel and entertainment, professional fees, spending to support new business activity, telecommunications, office supplies, bad debt expense, adjustments to contingent acquisition obligations, foreign currency losses (gains) and other expenses.

Office and other direct expenses ~~decreased~~increased by ~~22.6%~~10.4% compared to the net revenue increase of ~~2.8%~~9.8% during the first quarter of ~~2021~~2022 as compared to the prior-year period. The ~~decrease~~change was mainly due to ~~decreases~~increases in travel and entertainment expenses, ~~bad debt expense,~~increases in employee recruitment costs, client services costs, as well as increases in expenses related to company meetings and conferences and new business ~~and promotion expenses. The decrease in office and other direct expenses was also largely due to savings on occupancy expense as a result of real estate restructuring actions taken in 2020.~~development.

Selling, General and Administrative Expenses

Selling, general and administrative expenses (“SG&A”) are primarily the unallocated expenses of our ~~Corporate~~"Corporate and ~~other~~Other" group, as detailed further in the segment discussion later in this MD&A, excluding depreciation and amortization. For the three months ended March 31, ~~2021,~~2022, SG&A as a percentage of net revenue ~~slightly increased~~decreased as compared to the prior-year period, primarily due to ~~increases~~decreases in ~~professional fees and~~performance-based incentive compensation expense ~~partially offset by decreased travel and entertainment expenses.~~.

Depreciation and Amortization

During the three months ended March 31, ~~2021,~~ 2022, depreciation and amortization expenses decreased compared to the prior-year periods.

Restructuring Charges

The components of the restructuring charges related to the 2020 Restructuring Plan are listed below.

~~Table of Contents~~

~~Management’s Discussion and Analysis of Financial Condition and Results of Operations - (continued)~~

~~(Amounts in Millions, Except Per Share Amounts)~~

~~(Unaudited)~~

Three months ended
March 31,
2021 2020
Severance and termination costs $ 1.5 $ 0.0
Lease impairment costs (0.4) 0.0
Other restructuring costs 0.2 0.0
Total restructuring charges $ 1.3 $ 0.0

~~Net restructuring charges were comprised of $0.5 at IAN and $0.8 at DXTRA for the three months ended March 31, 2021.~~

~~A summary of the restructuring activities taken in the first quarter of 2021 related to the 2020 Restructuring Plan is as follows:~~

2020 Restructuring Plan
Liability at December 31, 2020 Restructuring Expense Non-Cash Items Cash Payments Liability at March 31, 2021
Severance and termination costs $ 74.6 $ 1.5 $ 0.2 $ 43.1 $ 32.8
Lease impairment costs 0.0 (0.4) (0.4) 0.0 0.0
Other restructuring costs 0.0 0.2 0.0 0.2 0.0
Total $ 74.6 $ 1.3 $ (0.2) $ 43.3 $ 32.8

~~EXPENSES AND OTHER INCOME~~

Three months ended
March 31,
2021 2020
Cash interest on debt obligations $ (47.1) $ (43.4)
Non-cash interest (2.5) (1.4)
Interest expense (49.6) (44.8)
Interest income 6.9 10.7
Net interest expense (42.7) (34.1)
Other expense, net (83.9) (21.8)
Total (expenses) and other income $ (126.6) $ (55.9)

Net interest expense increased by $8.6 to $42.7 in the first quarter of 2021 from a year ago, primarily attributable to increased cash interest expense from the issuance of $650.0 in aggregate principal amount of 4.750% unsecured senior notes due 2030 in March 2020 as well as a decrease in interest income.

~~Other Expense, Net~~

~~Results of operations for the three months ended March 31, 2021 and 2020 include certain items that are not directly associated with our revenue-producing operations.~~

Three months ended
March 31,
2021 2020
Loss on early extinguishment of debt $ (74.0) $ 0.0
Net losses on sales of businesses (12.5) (23.3)
Other 2.6 1.5
Total other expense, net $ (83.9) $ (21.8)

Table of Contents

Management’s Discussion and Analysis of Financial Condition and Results of Operations - (continued)

(Amounts in Millions, Except Per Share Amounts)

(Unaudited)


	Three months ended March 31,
	2022		2021
Severance and termination costs	$	0.3	$	1.5
Lease impairment costs	5.3		(0.4)
Other restructuring costs	1.0		0.2
Total restructuring charges	$	6.6	$	1.3

Net restructuring charges were comprised of $6.1 at IA&C and $0.4 at SC&E for the three months ended March 31, 2022, which include non-cash lease impairment costs of $5.1 at IA&C and $0.2 at SC&E.

Net restructuring charges were comprised of $0.4 at IA&C and $0.9 at SC&E for the three months ended March 31, 2021.

A summary of the restructuring activities taken in the first three months of 2022 related to the 2020 Restructuring Plan is as follows:


	2020 Restructuring Plan
	Liability at December 31, 2021		Restructuring Expense		Non-Cash Items		Cash Payments		Liability at March 31, 2022
Severance and termination costs	$	9.4	$	0.3	$	0.0	$	4.8	$	4.9
Lease impairment costs	0.0		5.3		5.3		0.0		0.0
Other restructuring costs	0.0		1.0		1.0		0.0		0.0
Total	$	9.4	$	6.6	$	6.3	$	4.8	$	4.9

EXPENSES AND OTHER INCOME


	Three months ended March 31,
	2022		2021
Cash interest on debt obligations	$	(38.6)	$	(47.1)
Non-cash interest	(0.8)		(2.5)
Interest expense	(39.4)		(49.6)
Interest income	9.8		6.9
Net interest expense	(29.6)		(42.7)
Other expense, net	(6.2)		(83.9)
Total (expenses) and other income	$	(35.8)	$	(126.6)

Net interest expense decreased by $13.1 for the three months ended March 31, 2022, compared to a year ago, primarily attributable to decreased cash interest expense as a result of the maturity of our $500.0 in aggregate principal amount 3.750% unsecured senior notes in the third quarter of 2021, in addition to the early repayment of all $250.0 aggregate principal amount of our 4.000% unsecured senior notes due 2022, all $500.0 aggregate principal amount of our 3.750% unsecured senior notes due 2023, and $250.0 of the $500.0 aggregate principal amount of our 4.200% unsecured senior notes due 2024.

Other Expense, Net

Results of operations for the three months ended March 31, 2022 and 2021 include certain items that are not directly associated with our revenue-producing operations.

Table of Contents

Management’s Discussion and Analysis of Financial Condition and Results of Operations - (continued)

(Amounts in Millions, Except Per Share Amounts)

(Unaudited)


	Three months ended March 31,
	2022		2021
Net losses on sales of businesses	$	(6.4)	$	(12.5)
Loss on early extinguishment of debt	—		(74.0)
Other	0.2		2.6
Other expense, net	$	(6.2)	$	(83.9)

Net losses on sales of businesses – During the three months ended March 31, ~~2021~~2022 and ~~2020,~~2021, the amounts recognized were related to sales of businesses and the classification of certain assets and liabilities, consisting primarily of ~~cash,~~accounts receivable and accounts payable, respectively, as held for sale within our ~~IAN~~MD&E, IA&C, and ~~DXTRA~~SC&E reportable segments. The businesses sold and held for sale primarily represent unprofitable, non-strategic agencies which are expected to be sold within the next twelve months.

Loss on early extinguishment of debt – During the three months ended March 31, 2021, we recorded a loss of $74.0 related to the early extinguishment of ~~our~~all $250.0 in aggregate principal amount of our 4.000% unsecured senior notes due 2022, all $500.0 in aggregate principal amount of our 3.750% unsecured senior notes due 2023, and $250.0 of the $500.0 in aggregate principal amount of our 4.200% unsecured senior notes due 2024. ~~See Note 3 in Item 1, unaudited Consolidated Financial Statement~~s~~, for further information.~~

INCOME TAXES


		Three months ended March 31,				Three months ended March 31,
		2021		2020				2022		2021
Income before income taxes		$	116.4	$	20.0
INCOME BEFORE INCOME TAXES							INCOME BEFORE INCOME TAXES	$	209.9	$	116.4
Provision for income taxes	Provision for income taxes	$	23.8	$	17.2		Provision for income taxes	$	49.1	$	23.8

Our tax rates are affected by many factors, including our worldwide earnings from various countries, changes in legislation and tax characteristics of our income. For the three months ended March 31, 2022, our income tax expense was positively impacted by excess tax benefits on employee share-based payments, the majority of which is typically recognized in the first quarter due to the timing of the vesting of awards, partially offset by net losses on sales of businesses and the classification of certain assets as held for sale for which we received minimal tax benefit.

For the three months ended March 31, 2021, our income tax expense was negatively impacted by net losses on sales of businesses and the classification of certain assets as held for sale for which we received minimal tax benefit, as well as by losses in certain foreign jurisdictions where we receive no tax benefit due to 100% valuation allowances, partially offset by excess tax benefits on employee share-based payments, the majority of which is typically recognized in the first quarter due to the timing of the vesting of awards.

For the three months ended March 31, 2020, our income tax provision was negatively impacted by losses in certain foreign jurisdictions where we receive no tax benefit due to 100% valuation allowances, and net losses on sales of businesses and the classification of certain assets as held for sale, for which we received minimal tax benefit.

EARNINGS PER SHARE

Basic and diluted earnings per share available to IPG common stockholders for the three months ended March 31, ~~2021~~2022 were ~~$0.23,~~$0.40 compared to basic and diluted earnings per share of ~~$0.01~~$0.23 for the three months ended March 31, ~~2020.~~

~~Basic and diluted earnings per share for the three months ended March 31, 2021 included negative impacts of $0.04 from the amortization of acquired intangibles, $0.03 from net losses on sales of businesses and the classification of certain assets as held for sale and~~ ~~$0.14 from the loss on early extinguishment of debt.~~2021.

Basic and diluted earnings per share for the three months ended March 31, ~~2020~~2022 included negative impacts of $0.04 from the amortization of acquired intangibles, $0.01 from restructuring charges and ~~$0.06~~$0.02 from net losses on sales of businesses and the classification of certain assets as held for sale.

Basic and diluted earnings per share for the three months ended March 31, 2021 included negative impacts of $0.04 from the amortization of acquired intangibles, $0.03 from net losses on sales of businesses and the classification of certain assets as held for sale and $0.14 from the loss on early extinguishment of debt.

Segment Results of Operations – Three Months Ended March 31, ~~2021~~2022 Compared to Three Months Ended March 31, ~~2020~~2021

As discussed in Note11 to the unaudited Consolidated Financial Statements, we have ~~two~~three reportable segments as of March 31, ~~2021: IAN~~2022: MD&E, IA&C and ~~DXTRA.~~SC&E. We also report results for the “Corporate and Other” group.

~~IAN~~

~~Net Revenue~~

Components of Change Change
Three months ended
March 31, 2020 Foreign
Currency Net
Acquisitions/
(Divestitures) Organic Three months ended
March 31, 2021 Organic Total
Consolidated $ 1,664.5 $ 22.8 $ (6.0) $ 52.8 $ 1,734.1 3.2 % 4.2 %
Domestic 1,111.9 — (4.3) 5.9 1,113.5 0.5 % 0.1 %
International 552.6 22.8 (1.7) 46.9 620.6 8.5 % 12.3 %

~~Table of Contents~~

~~Management’s Discussion and Analysis of Financial Condition and Results of Operations - (continued)~~

~~(Amounts in Millions, Except Per Share Amounts)~~

~~(Unaudited)~~

The organic increase during the first quarter of 2021 was primarily from net client wins in the healthcare sector and net higher spending from existing clients in the retail sector, partially offset by net client losses in the food and beverage and financial services sectors. The organic increase during the first quarter of 2021 in our domestic market was primarily driven by growth at our advertising and media businesses, partially offset by revenue declines related to discretionary digital project-based offerings due to the continuing impact of the COVID-19 pandemic on the economy. In our international markets, the organic increase was primarily driven by strong performance at our media businesses in almost all geographic regions in addition to growth at our advertising businesses mainly in the United Kingdom and Continental Europe regions.

~~Segment EBITA~~

Three months ended
March 31,
2021 2020 Change
Segment EBITA 1
$ 254.3 $ 99.0 > 100%
Segment EBITA margin on net revenue 1
14.7 % 5.9 %

1 Segment EBITA and Segment EBITA margin on net revenue include restructuring charges of $0.5 in the three months ended March 31, 2021. See “Restructuring Charges” in this MD&A and Note 7 to the unaudited Consolidated Financial Statements for further information.

Segment EBITA margin expanded during the first quarter of 2021 compared to the prior-year period, as net revenue increased, as discussed above, and operating expenses, excluding billable expenses and amortization of acquired intangibles, decreased. The decrease in salaries and related expenses was primarily driven by reductions in base salaries, benefits and tax and severance expense, resulting from multiple initiatives taken in the prior year to align our expenses with changes in net revenue in response to the effects of the COVID-19 pandemic on economic conditions. The decreases were partially offset by increased incentive expense, primarily related to better than projected performance, and increased temporary help expenses. The decrease in office and other direct expense was mainly due to decreases in travel and entertainment expenses, bad debt expense and new business and promotion expenses. The decrease in office and other direct expenses was also largely due to savings on occupancy expense as a result of our real estate restructuring actions taken in 2020. During the three months ended March 31, 2021, Segment EBITA included restructuring charges of $0.5.

Depreciation and amortization, excluding amortization of acquired intangibles, as a percentage of net revenue was 2.4% during the first quarter of 2021, which decreased compared to the prior-year periods.

~~DXTRA~~

~~Net Revenue~~

Components of Change Change
Three months ended
March 31, 2020 Foreign
Currency Net
Acquisitions/
(Divestitures) Organic Three months ended
March 31, 2021 Organic Total
Consolidated $ 307.6 $ 6.5 $ (5.7) $ (14.8) $ 293.6 (4.8) % (4.6) %
Domestic 208.1 — (3.1) (8.7) 196.3 (4.2) % (5.7) %
International 99.5 6.5 (2.6) (6.1) 97.3 (6.1) % (2.2) %

The organic decrease during the first quarter of 2021 was mainly attributable to lower spending from existing clients, primarily related to the impact of COVID-19 pandemic. The revenue decrease was in the technology and telecom, auto and transportation, and financial services sectors, partially offset by net client wins in the food and beverage sector and net higher spending from existing clients in the healthcare and consumer goods sectors. The organic decreases during the first quarter of 2021 in our domestic and international markets were primarily driven by revenue declines at our sports and experiential marketing businesses, primarily due to the continuing impact of the COVID-19 pandemic on the economy.

Table of Contents

Management’s Discussion and Analysis of Financial Condition and Results of Operations - (continued)

(Amounts in Millions, Except Per Share Amounts)

(Unaudited)

Media, Data & Engagement Solutions

Net Revenue


			Components of Change								Change
	Three months ended March 31, 2021		Foreign Currency		Net Acquisitions/ (Divestitures)		Organic		Three months ended March 31, 2022		Organic		Total
Consolidated	$	849.8	$	(15.1)	$	(0.1)	$	97.5	$	932.1	11.5	%	9.7	%
Domestic	527.7		—		0.0		60.1		587.8		11.4	%	11.4	%
International	322.1		(15.1)		(0.1)		37.4		344.3		11.6	%	6.9	%

The organic increase during the first quarter of 2022 was mainly attributable to net higher spending from existing clients in financial services, other and retail sectors. The organic increase during the first quarter of 2022 in our domestic market was driven by revenue increases across all disciplines, most notably at our media businesses and digital project-based offerings. In our international markets, the organic increase was driven by growth across all disciplines, and was most notable in the Continental Europe and Asia Pacific regions.

Segment EBITA

Three months ended
March 31,
2021 2020 Change
Segment EBITA 1
$ 40.4 $ 22.3 81.2 %
Segment EBITA margin on net revenue 1
13.8 % 7.2 %


	Three months ended March 31,
	2022			2021			Change
Segment EBITA	$	101.4		$	135.8		(25.3)	%
Segment EBITA margin on net revenue	10.9		%	16.0		%

Segment EBITA margin decreased during the first quarter of 2022 compared to the prior-year period, as the increase in net revenue, as discussed above, was outpaced by the increase in our operating expenses, excluding billable expenses and amortization of acquired intangibles. Net revenue growth of 9.7% was outpaced by the increase in salaries and related expenses as compared to the prior-year period, primarily driven by increases in base salaries, benefits and tax, which was driven by hiring to support strong revenue growth over the course of 2021 and in the first quarter of 2022, as well as increased performance-based employee compensation expense and temporary labor expense. Office and other direct expense increased mainly due to increases in travel and entertainment expenses, expenses related to company meetings and conferences, as well as increases in professional consulting fees and employee recruitment costs.

Depreciation and amortization, excluding amortization of acquired intangibles, as a percentage of net revenue was 2.8% during the first quarter of 2022, which decreased as compared to the prior-year periods.

Integrated Advertising & Creativity Led Solutions

Net Revenue


			Components of Change								Change
	Three months ended March 31, 2021		Foreign Currency		Net Acquisitions/ (Divestitures)		Organic		Three months ended March 31, 2022		Organic		Total
Consolidated	$	875.7	$	(9.5)	$	(5.8)	$	98.4	$	958.8	11.2	%	9.5	%
Domestic	574.4		—		0.0		72.0		646.4		12.5	%	12.5	%
International	301.3		(9.5)		(5.8)		26.4		312.4		8.8	%	3.7	%

The organic increase during the first quarter of 2022 was driven by net higher spending from existing clients across nearly all sectors, most notably in the health care, other, technology & telecom, and retail sectors, which also each increased due to net client wins. The 12.5% organic increase during the first quarter of 2022 in our domestic market was driven by growth across all disciplines. In our international markets, the 8.8% organic increase was driven by growth in our advertising businesses, and was most notable in the Other region led by the Middle East and Canada.

Table of Contents

Management’s Discussion and Analysis of Financial Condition and Results of Operations - (continued)

(Amounts in Millions, Except Per Share Amounts)

(Unaudited)

Segment EBITA


	Three months ended March 31,
	2022			2021			Change
Segment EBITA 1	$	130.5		$	118.1		10.5	%
Segment EBITA margin on net revenue 1	13.6		%	13.5		%

1 Segment EBITA and Segment EBITA margin on net revenue include restructuring charges of $6.1 in the three months ended March 31, 2022, and restructuring charges of $0.4 in the three months ended March 31, 2021. See “Restructuring Charges” in this MD&A and Note 7 to the unaudited Consolidated Financial Statements for further information.

Segment EBITA margin increased during the first quarter of 2022 compared to the prior-year period, as the increase in net revenue, as discussed above, outpaced the overall increase in our operating expense, excluding billable expenses and amortization of acquired intangibles. Net revenue growth of 9.5% outpaced the increase in salaries and related expenses as compared to the prior-year period, primarily driven by an increase in base salaries, benefits and tax, which was driven by hiring to support strong revenue growth over the course of 2021 and in the first quarter of 2022, as well as increased temporary labor expense, partially offset by an an overall decrease in performance-based employee compensation expense. Office and other direct expense increased mainly due to increases in travel and entertainment expenses, as well as an increase in client services costs and new business development, partially offset by lower occupancy expense and professional consulting fees. During the first quarter of 2022, segment EBITA included restructuring charges of $6.1 compared to restructuring charges of $0.4 during the first quarter of 2021.

Depreciation and amortization, excluding amortization of acquired intangibles, as a percentage of net revenue was 1.5% during the first quarter of 2022, which decreased compared to the prior-year periods.

Specialized Communications & Experiential Solutions

Net Revenue


			Components of Change								Change
	Three months ended March 31, 2021		Foreign Currency		Net Acquisitions/ (Divestitures)		Organic		Three months ended March 31, 2022		Organic		Total
Consolidated	$	302.2	$	(3.0)	$	(0.8)	$	37.9	$	336.3	12.5	%	11.3	%
Domestic	207.7		0.0		0.0		28.2		235.9		13.6	%	13.6	%
International	94.5		(3.0)		(0.8)		9.7		100.4		10.3	%	6.2	%

The organic increase during the first quarter of 2022 was mainly attributable to net higher spending from existing clients in the technology & telecom, food & beverage, other and health care sectors. The organic increase during the first quarter of 2022 in our domestic market was driven by revenue increases at both our public relations agencies and experiential businesses. In our international market, the organic increase was driven by growth across all disciplines, and was most notable in the United Kingdom, Asia Pacific and Other regions led by Canada.

Segment EBITA


	Three months ended March 31,
	2022			2021			Change
Segment EBITA 1	$	56.0		$	40.8		37.3	%
Segment EBITA margin on net revenue 1	16.7		%	13.5		%

1 Segment EBITA and Segment EBITA margin on net revenue include restructuring charges of ~~$0.8~~$0.4 in the three months ended March 31, 2022, and restructuring charges of $0.9 in the three months ended March 31, 2021. See “Restructuring Charges” in this MD&A and Note 7 to the unaudited Consolidated Financial Statements for further information.

Segment EBITA margin increased during the ~~three months ended March 31, 2021~~first quarter of 2022 compared to the prior-year period, as the ~~decrease~~increase in net revenue, as discussed above, outpaced the overall increase in our operating expense, excluding billable expenses and amortization of acquired ~~intangibles, exceeded~~intangibles. Net revenue growth of 11.3% outpaced the ~~decrease in net revenue. The decrease~~increase in salaries and related expenses, ~~was~~as compared to the prior-year period, primarily driven by ~~reductions~~an increase in base salaries, benefits and tax, which was driven by hiring

Table of Contents

Management’s Discussion and ~~severance expense, resulting from multiple initiatives taken~~Analysis of Financial Condition and Results of Operations - (continued)

(Amounts in Millions, Except Per Share Amounts)

(Unaudited)

to support strong revenue growth over the course of 2021 and in the ~~prior year to align our expenses with changes in net revenue in response to the effects~~first quarter of ~~the COVID-19 pandemic on economic conditions. The decreases were~~2022, as well as increased temporary labor expense, partially offset by ~~increased incentive expense, primarily related to better than projected performance. The~~a decrease in ~~office~~performance-based employee compensation expense. Office and other direct ~~expenses was~~expense increased mainly due to ~~decreases~~increases in travel and entertainment expenses, ~~and~~as well as an increase in new business development, partially offset by lower occupancy expense and ~~promotion expenses as well as~~ a year-over-year change in contingent acquisition obligations. ~~The decrease in office and other direct expenses was also due to savings on occupancy expense as a result of our real estate restructuring actions taken in 2020.~~ During the ~~three months ended March 31, 2021, Segment~~first quarter of 2022, segment EBITA included restructuring charges of ~~$0.8.~~$0.4 compared to restructuring charges of $0.9 during the first quarter of 2021.

Depreciation and amortization, excluding amortization of acquired intangibles, as a percentage of net revenue was ~~1.5%~~1.2% during the first quarter of ~~2021,~~2022, which decreased as compared to the prior-year periods.

CORPORATE AND OTHER

Corporate and Other is primarily comprised of selling, general and administrative expenses including corporate office expenses as well as shared service center and certain other centrally managed expenses that are not fully allocated to operating divisions; salaries, long-term incentives, annual bonuses and other miscellaneous benefits for corporate office employees; professional fees related to internal control compliance, financial statement audits and legal, information technology and other consulting services that are engaged and managed through the corporate office; and rental expense for properties occupied by corporate office employees. A portion of centrally managed expenses is allocated to operating divisions based on a formula that uses the planned revenues of each of the operating units. Amounts allocated also include specific charges for information technology-related projects, which are allocated based on utilization.

During the first quarter of ~~2021,~~2022, Corporate and Other expenses ~~increased~~decreased by ~~$6.0 to $30.1~~$9.2 compared to the prior-year period to $20.9, primarily attributable to ~~increases~~a decrease in ~~professional fees~~selling, general and ~~incentive expense, partially offset by decreased travel and entertainment expenses.~~

administrative expenses, which is discussed in the

~~Table~~Results of ~~Contents~~Operations section.

~~Management’s Discussion and Analysis of Financial Condition and Results of Operations - (continued)~~

~~(Amounts in Millions, Except Per Share Amounts)~~

~~(Unaudited)~~

LIQUIDITY AND CAPITAL RESOURCES

CASH FLOW OVERVIEW

The following tables summarize key financial data relating to our liquidity, capital resources and uses of capital.


		Three months ended March 31,					Three months ended March 31,
Cash Flow Data	Cash Flow Data	2021		2020		Cash Flow Data	2022		2021
Net income, adjusted to reconcile to net cash used in operating activities 1		$	291.7	$	136.8
Net income, adjusted to reconcile to net cash provided by operating activities 1						Net income, adjusted to reconcile to net cash provided by operating activities 1	$	280.5	$	291.7
Net cash used in working capital 2	Net cash used in working capital 2	(496.9)		(371.6)		Net cash used in working capital 2	(865.4)		(496.9)
Changes in other assets and liabilities using cash	Changes in other assets and liabilities using cash	(44.6)		(42.3)		Changes in other assets and liabilities using cash	(48.7)		(44.6)
Net cash used in operating activities	Net cash used in operating activities	$	(249.8)	$	(277.1)	Net cash used in operating activities	$	(633.6)	$	(249.8)
Net cash provided by (used in) investing activities		$	0.2	$	(60.8)
Net cash (used in) provided by financing activities		$	(212.7)	$	744.4
Net cash (used in) provided by investing activities						Net cash (used in) provided by investing activities	(28.8)		0.2
Net cash used in financing activities						Net cash used in financing activities	(210.1)		(212.7)

1Reflects net income adjusted primarily for ~~loss on early extinguishment of debt,~~ depreciation and amortization of fixed assets and intangible assets, deferred income taxes, amortization of restricted stock and other non-cash compensation, ~~deferred income taxes,~~ and net losses on sales of businesses.

2Reflects changes in accounts receivable, other current assets, accounts payable, accrued liabilities and contract liabilities.

Operating Activities

Due to the seasonality of our business, we typically use cash from working capital in the first nine months of a year, with the largest impact in the first quarter, and generate cash from working capital in the fourth quarter, driven by the seasonally strong media spending by our clients. ~~Quarterly~~Quarterly and annual working capital results are impacted by the fluctuating annual media spending budgets of our clients as well as their changing media spending patterns throughout each year across various countries.

The timing of media buying on behalf of our clients across various countries affects our working capital and operating cash flow and can be volatile. In most of our businesses, our agencies enter into commitments to pay production and media costs on behalf of clients. To the extent possible, we pay production and media charges after we have received funds from our clients. The amounts involved, which substantially exceed our revenues, primarily affect the level of accounts receivable, accounts payable, accrued liabilities and contract liabilities. Our assets include both cash received and accounts receivable from clients for these pass-through arrangements, while our liabilities include amounts owed on behalf of clients to media and production

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Management’s Discussion and Analysis of Financial Condition and Results of Operations - (continued)

(Amounts in Millions, Except Per Share Amounts)

(Unaudited)

suppliers. Our accrued liabilities are also affected by the timing of certain other payments. For example, while annual cash incentive awards are accrued throughout the year, they are generally paid during the first quarter of the subsequent year.

Net cash used in operating activities during the first quarter of ~~2021~~2022 was ~~$249.8,~~$633.6, which was a decrease of ~~$27.3~~$383.8 as compared to the first quarter of ~~2020,~~2021, primarily due to ~~our increase in net income, partially offset by~~ an increase in working capital usage of ~~$125.3.~~$368.5. Working capital was impacted by annual cash incentive payments and the seasonal spending levels of our clients and was primarily attributable to our media ~~business.~~businesses.

Investing Activities

Net cash ~~provided by~~used in investing activities during the first quarter of ~~2021~~2022 was ~~$0.2,~~$28.8, which was ~~an increase~~a decrease of ~~$61.0~~$29.0 as compared to the first quarter of ~~2020,~~2021, primarily due ~~to an increase from~~a decrease in net proceeds from investments, ~~during the first quarter of 2021~~ as well as ~~a decrease~~an increase in payments for capital ~~expenditures, which consisted primarily of decreases in computer software and lease-related costs.~~expenditures. The payments for capital expenditures were ~~$28.3~~$30.7 and ~~$44.6~~$28.3 in the first ~~quarters~~quarter of 2022 and 2021, respectively, and ~~2020, respectively.~~consisted primarily of increases in computer hardware.

Financing Activities

Net cash used in financing activities during the first quarter of 2022 was $210.1, primarily driven by the payment of common stock dividends of $118.3 and common stock repurchases of $63.1.

Net cash used in financing activities during the first quarter of 2021 was $212.7, primarily driven by payment for the early extinguishment of long-term debt of $1,066.8 and the payment of common stock dividends of $109.1, partially offset by the net proceeds of $998.1 from the issuance of our $500.0 aggregate principal amount of 2.400% unsecured senior notes due 2031 (the "2.400% Senior Notes") and $500.0 aggregate principal amount of 3.375% unsecured senior notes due 2041 (the "3.375% Senior Notes"). ~~See Note 3 in Item 1,~~ ~~Financial Statements, for further information.~~

Net cash provided by financing activities during the first quarter of 2020 was $744.4, primarily driven by the net proceeds of $646.2 from the issuance of our 4.750% unsecured senior notes due 2030 as well as the net increase in short-term borrowings of $247.8, primarily an increase of outstanding commercial paper, partially offset by the payment of common stock dividends of $100.0.

~~Table of Contents~~

~~Management’s Discussion and Analysis of Financial Condition and Results of Operations - (continued)~~

~~(Amounts in Millions, Except Per Share Amounts)~~

~~(Unaudited)~~

Foreign Exchange Rate Changes

The effect of foreign exchange rate changes on cash, cash equivalents and restricted cash included in the unaudited Consolidated Statements of Cash Flows resulted in a net ~~decrease~~increase of ~~$30.4~~$5.0 during the first quarter of ~~2021.~~2022. The ~~decrease~~increase was primarily a result of the U.S. Dollar being ~~stronger~~weaker than several foreign currencies, including the ~~Euro,~~Australian Dollar, the British Pound Sterling, ~~and~~the Brazilian Real and the Canadian Dollar as of March 31, ~~2021~~2022 as compared to December 31, ~~2020.~~2021.

LIQUIDITY OUTLOOK

We expect our cash flow from operations and existing cash and cash equivalents to be sufficient to meet our anticipated operating requirements at a minimum for the next twelve months. We also have a commercial paper program, a committed corporate credit facility, and uncommitted lines of credit to support our operating needs. Borrowings under our commercial paper program are supported by our committed corporate credit agreement. We continue to maintain a disciplined approach to managing liquidity, with flexibility over significant uses of cash, including our capital expenditures, cash used for new acquisitions, our common stock repurchase program and our common stock dividends.

From time to time, we evaluate market conditions and financing alternatives for opportunities to raise additional funds or otherwise improve our liquidity profile, enhance our financial flexibility and manage market risk. Our ability to access the capital markets depends on a number of factors, which include those specific to us, such as our credit ratings, and those related to the financial markets, such as the amount or terms of available credit. There can be no guarantee that we would be able to access new sources of liquidity, or continue to access existing sources of liquidity, on commercially reasonable terms, or at all.

Funding Requirements

Our most significant funding requirements include our operations, non-cancelable operating lease obligations, capital expenditures, acquisitions, common stock dividends, taxes, and debt service. Additionally, we may be required to make payments to minority shareholders in certain subsidiaries if they exercise their options to sell us their equity interests.

Notable funding requirements include:

•Debt service – Our 3.750% unsecured senior notes in aggregate principal amount of $500.0 mature on October 1, 2021. We expect to use available cash on hand as well as additional short-term borrowings as needed to fund the principal repayment. As of March 31, ~~2021,~~2022, we had outstanding short-term borrowings of ~~$43.1~~$59.1 from our uncommitted lines of credit used primarily to fund short-term working capital needs. The remainder of our debt is primarily long-term, with maturities scheduled from 2024 through 2048.

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Management’s Discussion and Analysis of Financial Condition and Results of Operations - (continued)

(Amounts in Millions, Except Per Share Amounts)

(Unaudited)

•Acquisitions – We paid deferred ~~payments~~payments of ~~$3.7~~$10.3 for prior-year acquisitions as well as ownership increases in our consolidated subsidiaries in the first quarter of ~~2021.~~2022. In addition to potential cash expenditures for new acquisitions, we expect to pay approximately ~~$59.0~~$7.0 over the next twelve months related to all completed acquisitions as of March 31, ~~2021.~~2022. We may also be required to pay approximately ~~$34.0~~$4.0 related to redeemable ~~noncontrolling~~non-controlling interest held by minority shareholders, if exercised, over the next twelve months. We will continue to evaluate strategic opportunities to grow and continue to strengthen our market position, particularly in our digital and marketing services offerings, and to expand our presence in high-growth and key strategic world markets.

•Dividends – In the first quarter of ~~2021,~~2022, we paid a quarterly cash dividend of ~~$0.270~~$0.290 per share on our common stock, which corresponded to an aggregate dividend payment of ~~$109.1.~~$118.3. Assuming we pay a quarterly dividend of ~~$0.270~~$0.290 per share, and there is no significant change in the number of outstanding shares as of March 31, ~~2021,~~2022, we would expect to pay approximately ~~$425.0~~$457.0 over the next twelve months. Whether to declare and the amount of any such future dividend is at the discretion of our Board of Directors (the "Board") and will depend upon factors such as our earnings, financial position and cash requirements.

•Restructuring – All restructuring charges were identified and initiated in 2020, with all actions completed by the end of the fourth quarter of 2020. Restructuring charges of ~~$1.3 for~~$6.6 during the ~~three months ended March 31, 2021~~first quarter of 2022 are adjustments to the actions taken in 2020. As of March 31, ~~2021,~~2022, our remaining liability related to restructuring actions was ~~$32.8.~~$4.9.

Share Repurchase Program

~~On July 2, 2018, in connection with the announcement~~In February 2022, our Board reauthorized a program to repurchase, from time to time, up to $400.0 of ~~the Acxiom acquisition, we announced that share repurchases will be suspended for a period of time in order to reduce the increased debt levels incurred in conjunction with the acquisition.~~our common stock. As of March 31, ~~2021,~~2022, ~~$338.4,~~$337.0, excluding fees, remains available for repurchase under the reauthorized share repurchase ~~programs authorized~~program. We may effect such repurchases through open market purchases, trading plans established in ~~previous years, which have~~accordance with U.S. Securities and Exchange Commission ("SEC") rules, derivative transactions or other means. The share repurchase program has no expiration date.

~~Table of Contents~~

~~Management’s Discussion and Analysis of Financial Condition and Results of Operations - (continued)~~

~~(Amounts in Millions, Except Per Share Amounts)~~

~~(Unaudited)~~

FINANCING AND SOURCES OF FUNDS

Substantially all of our operating cash flow is generated by our agencies. Our cash balances are held in numerous jurisdictions throughout the world, including at the holding company level. Below is a summary of our sources of liquidity.

Credit ~~Arrangements~~Agreement

We maintain a committed corporate credit facility, originally dated as of July 18, 2008, which has been amended and restated from time to time (the “Credit Agreement”). We use our Credit Agreement to increase our financial flexibility, to provide letters of credit primarily to support obligations of our subsidiaries and to support our commercial paper program. On November 1, 2021, we amended and restated the Credit Agreement. As amended, among other things, the maturity date of the Credit Agreement was extended to November 1, 2026 and the cost structure of the Credit Agreement was changed. The Credit Agreement continues to include a required leverage ratio of not more than 3.50 to 1.00, among other customary covenants, including limitations on our liens and the liens of our consolidated subsidiaries and limitations on the incurrence of subsidiary debt. At the election of the Company, the leverage ratio may be changed to not more than 4.00 to 1.00 for four consecutive quarters, beginning with the fiscal quarter in which there is an occurrence of one or more acquisitions with an aggregate purchase price of at least $200.0. The Credit Agreement is a revolving facility, ~~expiring in November 2024,~~ under which amounts borrowed by us or any of our subsidiaries designated under the Credit Agreement may be repaid and reborrowed, subject to an aggregate lending limit of $1,500.0, or the equivalent in other currencies. The Company has the ability to increase the commitments under the Credit Agreement from time to time by an additional amount of up to $250.0, provided the Company receives commitments for such increases and satisfies certain other conditions. The aggregate available amount of letters of credit outstanding may decrease or increase, subject to a sublimit of $50.0, or the equivalent in other currencies. Our obligations under the Credit Agreement are unsecured. As of March 31, ~~2021,~~2022, there were no borrowings under the Credit Agreement; however, we had ~~$10.0~~$10.6 of letters of credit under the Credit Agreement, which reduced our total availability to ~~$1,490.0.~~

On March 27, 2020, we entered into an agreement for a 364-day revolving credit facility (the “364-Day Credit Facility”) that matured on March 26, 2021. The 364-Day Credit Facility was a revolving facility, under which amounts borrowed by us were to be repaid and reborrowed, subject to an aggregate lending limit of $500.0. The cost structure of the 364-Day Credit Agreement was based on our credit ratings. The applicable margin for Base Rate Advances (as defined in the 364-Day Credit Facility) was 0.250%, the applicable margin for Eurodollar Rate Advances (as defined in the 364-Day Credit Facility) was 1.250%, and the facility fee payable on a lender’s revolving commitment was 0.250%. In addition, the 364-Day Credit Facility included covenants that, among other things, (i) limited our liens and the liens of our consolidated subsidiaries, and (ii) limited subsidiary debt. The 364-Day Credit Facility also contained a financial covenant that required us to maintain, on a consolidated basis as of the end of each fiscal quarter, a leverage ratio for the four quarters then ended. The leverage ratio and other covenants set forth in the 364-Day Credit Facility were equivalent to the covenants contained in the Company’s existing Credit Agreement, which remains in full effect.$1,489.4.

We were in compliance with all of our covenants in the Credit Agreement as of March 31, ~~2021.~~2022. The Credit Agreement includes covenants that, among other things, (i) limit our liens and the liens of our consolidated subsidiaries, and (ii) limit subsidiary debt. The financial covenant in the Credit Agreement requires that we maintain, as of the end of each fiscal quarter, a certain leverage ratio for the four quarters then ended. The table below sets forth the financial covenant in effect as of March 31, ~~2021.~~2022.

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Management’s Discussion and Analysis of Financial Condition and Results of Operations - (continued)

(Amounts in Millions, Except Per Share Amounts)

(Unaudited)

Four Quarters
Ended

Financial Covenant

March 31, ~~2021~~2022

Credit Agreement EBITDA Reconciliation

March 31, ~~2021~~2022

Leverage ratio (not greater than) 1 2

~~4.25x~~3.50x

Net income available to IPG common stockholders

~~438.1~~1,020.5

Actual leverage ratio

~~2.52x~~1.65x

Non-operating adjustments 32

~~317.4~~418.4

Operating income

~~755.5~~1,438.9

Add:

Depreciation and amortization

~~406.0~~349.1

Other non-cash charges reducing operating income

~~209.7~~14.7

Credit Agreement EBITDA 1

~~1,371.2~~1,802.7

1The leverage ratio is defined as debt as of the last day of such fiscal quarter to EBITDA (as defined in the Credit Agreement) for the four quarters then ended.

2On July 28, 2020, we entered into Amendment No.1 to the Credit Agreement, which increased the maximum leverage ratio covenant to (i) 4.25x through the quarter ended June 30, 2021, and (ii) 3.50x thereafter.

3Includes adjustments of the following items from our Consolidated Statements of Operations: provision for ~~(benefit of)~~ income taxes, total (expenses) and other income, equity in net income (loss) ~~income~~ of unconsolidated affiliates, and net (income) loss attributable to ~~noncontrolling~~non-controlling interests.

Uncommitted Lines of Credit

~~Table of Contents~~

~~Management’s Discussion and Analysis of Financial Condition and Results of Operations - (continued)~~

~~(Amounts in Millions, Except Per Share Amounts)~~

~~(Unaudited)~~

outstanding borrowings of ~~$43.1~~$59.1 classified as short-term borrowings on our Consolidated Balance Sheet. The average amount outstanding during the first quarter of ~~2021~~2022 was ~~$81.4~~$51.4 with weighted-average interest rate of approximately ~~2.9%~~4.7%.

Commercial Paper

The Company is authorized to issue unsecured commercial paper up to a maximum aggregate amount outstanding at any time of $1,500.0. Borrowings under the program are supported by the Credit Agreement described above. Proceeds of the commercial paper are used for working capital and general corporate purposes, including the repayment of maturing indebtedness and other short-term liquidity needs. The maturities of the commercial paper vary but may not exceed 397 days from the date of issue. During the first quarter of ~~2021,~~2022, there was no commercial paper activity, and as of March 31, ~~2021,~~2022, there was no commercial paper outstanding.

Cash Pooling

We aggregate our domestic cash position on a daily basis. Outside the United States, we use cash pooling arrangements with banks to help manage our liquidity requirements. In these pooling arrangements, several IPG agencies agree with a single bank that the cash balances of any of the agencies with the bank will be subject to a full right of set-off against amounts other agencies owe the bank, and the bank provides for overdrafts as long as the net balance for all agencies does not exceed an agreed-upon level. Typically, each agency pays interest on outstanding overdrafts and receives interest on cash balances. Our unaudited Consolidated Balance Sheets reflect cash, net of bank overdrafts, under all of our pooling arrangements, and as of March 31, ~~2021,~~2022, the amount netted was ~~$2,704.9.~~$2,781.3.

DEBT CREDIT RATINGS

Our debt credit ratings as of April ~~15, 2021,~~ 18, 2022, are listed below.

Moody’s Investors Service

S&P Global Ratings

Fitch Ratings

Short-term rating

P-2

A-2

Long-term rating

Baa2

BBB

BBB+

Outlook

~~Negative~~Stable

Stable

~~The most recent update to our outlook occurred in March 2021 when S&P Global Ratings and Fitch Ratings changed from Negative to Stable.~~ A credit rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time by the assigning credit rating agency. The rating of each credit rating agency should be evaluated independently of any other rating. Credit ratings could have an impact on liquidity, either adverse or favorable, because, among other things, they could affect funding costs in the capital markets or otherwise. For example, our Credit Agreement fees and borrowing rates are

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Management’s Discussion and Analysis of Financial Condition and Results of Operations - (continued)

(Amounts in Millions, Except Per Share Amounts)

(Unaudited)

based on a credit ratings grid, and our access to the commercial paper market is contingent on our maintenance of sufficient short-term debt ratings.

CRITICAL ACCOUNTING ESTIMATES

Our significant accounting policies are described in Note 1 to the Consolidated Financial Statements for the year ended December 31, ~~2020,~~2021, included in our ~~2020~~2021 Annual Report. As summarized in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, in our ~~2020~~2021 Annual Report, we believe that certain of these policies are critical because they are important to the presentation of our financial condition and results of operations, and they require management’s most difficult, subjective or complex judgments, often as a result of the need to estimate the effect of matters that are inherently uncertain. These critical estimates relate to revenue recognition, income taxes, goodwill and other intangible assets, and pension and postretirement benefits. We base our estimates on historical experience and various other factors that we believe to be relevant under the circumstances. Estimation methodologies are applied consistently from year to year, and there have been no significant changes in the application of critical accounting estimates since December 31, ~~2020,~~2021, other than as noted below. Actual results may differ from these estimates under different assumptions or conditions.

RECENT ACCOUNTING STANDARDS

See Note 14 to the unaudited Consolidated Financial Statements for further information on certain accounting standards that have been recently adopted or that have not yet been required to be implemented and may be applicable to our future operations.

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Management’s Discussion and Analysis of Financial Condition and Results of Operations - (continued)

(Amounts in Millions, Except Per Share Amounts)

(Unaudited)

NON-GAAP FINANCIAL MEASURE

This MD&A includes both financial measures in accordance with U.S. GAAP, as well as a non-GAAP financial measure. The non-GAAP financial measure represents Net Income Available to IPG Common Stockholders before Provision for Income Taxes, Total (Expenses) and Other Income, Equity in Net ~~Loss~~Income (Loss) of Unconsolidated Affiliates, Net ~~(Income) Loss~~Income Attributable to ~~Noncontrolling~~Non-controlling Interests and Amortization of Acquired Intangibles, which we refer to as “Adjusted EBITA”.

Adjusted EBITA should be viewed as supplemental to, and not as an alternative for Net Income Available to IPG Common Stockholders calculated in accordance with U.S. GAAP (“net income”) or operating income calculated in accordance with U.S. GAAP (“operating income”). This section also includes reconciliation of this non-GAAP financial measure to the most directly comparable U.S. GAAP financial measures, as presented below.

Adjusted EBITA is used by our management as an additional measure of our Company’s performance for purposes of business decision-making, including developing budgets, managing expenditures and evaluating potential acquisitions or divestitures. Period-to-period comparisons of Adjusted EBITA help our management identify additional trends in our Company’s financial results that may not be shown solely by period-to-period comparisons of net income or operating income. In addition, we use Adjusted EBITA in the incentive compensation programs applicable to some of our employees in order to evaluate our Company’s performance. Our management recognizes that Adjusted EBITA has inherent limitations because of the excluded items, particularly those items that are recurring in nature. Management also reviews operating income and net income as well as the specific items that are excluded from Adjusted EBITA, but included in net income or operating income, as well as trends in those items. The amounts of those items are set forth, for the applicable periods, in the reconciliation of Adjusted EBITA to net income that accompany our disclosure documents containing non-GAAP financial measures, including the reconciliations contained in this MD&A.

We believe that the presentation of Adjusted EBITA is useful to investors in their analysis of our results for reasons similar to the reasons why our management finds it useful and because it helps facilitate investor understanding of decisions made by management in light of the performance metrics used in making those decisions. In addition, as more fully described below, we believe that providing Adjusted EBITA, together with a reconciliation of this non-GAAP financial measure to net income, helps investors make comparisons between our Company and other companies that may have different capital structures, different effective income tax rates and tax attributes, different capitalized asset values and/or different forms of employee compensation. However, Adjusted EBITA is intended to provide a supplemental way of comparing our Company with other public companies and is not intended as a substitute for comparisons based on net income or operating income. In making any comparisons to other companies, investors need to be aware that companies may use different non-GAAP measures to evaluate their financial performance. Investors should pay close attention to the specific definition being used and to the reconciliation between such measures and the corresponding U.S. GAAP measures provided by each company under the applicable rules of the SEC.

The following is an explanation of the items excluded by us from Adjusted EBITA but included in net ~~loss:~~income:

•Total (Expense) and Other Income, Provision for Income Taxes, Equity in Net ~~Loss~~Income (Loss) of Unconsolidated Affiliates and Net ~~(Income) Loss~~Income Attributable to ~~Noncontrolling~~Non-controlling Interests. We exclude these items (i) because these items are not directly attributable to the performance of our business operations and, accordingly, their exclusion assists management and investors in making period-to-period comparisons of operating performance and (ii) to assist management and investors in making comparisons to companies with different capital structures. Investors should note that these items will recur in future periods.

•Amortization of Acquired Intangibles. Amortization of acquired intangibles is a non-cash expense relating to intangible assets arising from acquisitions that are expensed on a straight-line basis over the estimated useful life of the related assets. We exclude amortization of acquired intangibles because we believe that (i) the amount of such expenses in any specific period may not directly correlate to the underlying performance of our business operations and (ii) such expenses can vary significantly between periods as a result of new acquisitions and full amortization of previously acquired intangible assets. Accordingly, we believe that this exclusion assists management and investors in making period-to-period comparisons of operating performance. Investors should note that the use of intangible assets contributed to revenue in the periods presented and will contribute to future revenue generation and should also note that such expense may recur in future periods.

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Management’s Discussion and Analysis of Financial Condition and Results of Operations - (continued)

(Amounts in Millions, Except Per Share Amounts)

(Unaudited)

The following table presents the reconciliation of Net Income Available to IPG Common Stockholders to Adjusted EBITA for the three months ended March 31, ~~2021~~2022 and ~~2020.~~2021.


		Three months ended March 31,						Three months ended March 31,
		2021			2020					2022			2021
Net Revenue	Net Revenue	$	2,027.7		$	1,972.1			Net Revenue	$	2,227.2		$	2,027.7

Adjusted EBITA Reconciliation:	Adjusted EBITA Reconciliation:								Adjusted EBITA Reconciliation:
Net Income Available to IPG Common Stockholders 1	Net Income Available to IPG Common Stockholders 1	$	91.7		$	4.7			Net Income Available to IPG Common Stockholders 1	$	159.4		$	91.7

Add Back:	Add Back:								Add Back:
Provision for income taxes	Provision for income taxes	23.8			17.2				Provision for income taxes	49.1			23.8
Subtract:	Subtract:								Subtract:
Total (expenses) and other income	Total (expenses) and other income	(126.6)			(55.9)				Total (expenses) and other income	(35.8)			(126.6)
Equity in net loss of unconsolidated affiliates		(0.2)			(0.2)
Net (income) loss attributable to noncontrolling interests		(0.7)			2.1
Equity in net income (loss) of unconsolidated affiliates									Equity in net income (loss) of unconsolidated affiliates	0.1			(0.2)
Net income attributable to non-controlling interests									Net income attributable to non-controlling interests	(1.5)			(0.7)
Operating Income 1	Operating Income 1	243.0			75.9				Operating Income 1	245.7			243.0
Add Back:	Add Back:								Add Back:
Amortization of acquired intangibles	Amortization of acquired intangibles	21.6			21.3				Amortization of acquired intangibles	21.3			21.6
Adjusted EBITA 1	Adjusted EBITA 1	$	264.6		$	97.2			Adjusted EBITA 1	$	267.0		$	264.6
Adjusted EBITA Margin on Net Revenue	Adjusted EBITA Margin on Net Revenue	13.0		%	4.9		%		Adjusted EBITA Margin on Net Revenue	12.0		%	13.0		%

1 Calculations include restructuring charges of ~~$1.3~~ $6.6 for the three months ended March 31, ~~2021.~~2022 and $1.3 for the three months ended March 31, 2021, respectively. See “Restructuring Charges” in this MD&A and Note 7 in Item 1, Financial Statements, for further ~~information~~information.

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Item 3.			Quantitative and Qualitative Disclosures about Market Risk

In the normal course of business, we are exposed to market risks related to interest rates, foreign currency rates and certain balance sheet items. From time to time, we use derivative instruments, pursuant to established guidelines and policies, to manage some portion of these risks. Derivative instruments utilized in our hedging activities are viewed as risk management tools and are not used for trading or speculative purposes. There has been no significant change in our exposure to market risk during the first quarter of ~~2021.~~2022. Our exposure to market risk for changes in interest rates primarily relates to the fair market value and cash flows of our debt obligations. As of both March 31, ~~2021,~~2022 and December 31, ~~2020,~~2021, approximately ~~98% and~~ 97%~~, respectively,~~ of our debt obligations bore fixed interest rates. For further discussion of our exposure to market risk, refer to Item 7A, Quantitative and Qualitative Disclosures About Market Risk, in our ~~2020~~2021 Annual Report.


Item 4.			Controls and Procedures

Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of March 31, ~~2021,~~2022, the Company’s disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures.

There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives.

Changes in Internal Control Over Financial Reporting

There has been no change in internal control over financial reporting in the quarter ended March 31, ~~2021,~~2022, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION


Item 1.			Legal Proceedings

Information about our legal proceedings is set forth in Note 13 to the unaudited Consolidated Financial Statements included in this Quarterly Report on Form 10-Q.


Item 1A.			Risk Factors

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Item 1A, Risk Factors, in our ~~2020~~2021 Annual Report on Form 10-K (the ~~“2020~~“2021 Annual Report”), which could materially affect our business, financial condition or ~~future~~futu re results. In the first quarter of ~~2021,~~2022, there have been no material changes in the risk factors we have previously disclosed in Item 1A, Risk Factors, in our ~~2020~~2021 Annual Report. The risks described in our ~~2020~~2021 Annual Report ~~which include the impacts from the COVID-19 pandemic on the Company’s business, financial condition and results of operations,~~ are not the only risks we face, and additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect the Company’s business, financial condition ~~and/~~or operating results.


Item 2.			Unregistered Sales of Equity Securities and Use of Proceeds

(c)The following table provides information regarding our purchases of our equity securities during the period from January 1, ~~2021~~2022 to March 31, ~~2021:~~2022:

Total Number of Shares (or Units) Purchased 1
Average Price Paid
per Share (or Unit) 2
Total Number of Shares (or Units) Purchased as Part of
Publicly Announced
Plans or Programs 3
Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs 3
January 1 - 31 3,654 $ 24.30 — $ 338,421,933
February 1 - 28 883,395 $ 26.02 — $ 338,421,933
March 1 - 31 — $ — — $ 338,421,933
Total 887,049 $ 26.01 —


	Total Number of Shares (or Units) Purchased 1	Average Price Paid per Share (or Unit) 2		Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs 3	Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Programs 3
January 1 - 31	—	$	—	—	$	338,421,933
February 1 - 28	1,039,741	$	36.64	40,000	$	398,582,080
March 1 - 31	1,760,821	$	35.19	1,751,501	$	336,960,506
Total	2,800,562	$	35.73	1,791,501

1The total number of shares of our common stock ~~par value $0.10 per share,~~ purchased ~~were~~includes shares withheld under the terms of grants under employee stock-based compensation plans to offset tax withholding obligations that arose upon vesting and release of restricted shares (the “Withheld Shares”). We repurchased no Withheld Shares in January 2022; 999,741 Withheld Shares in February 2022; and 9,320 Withheld Shares in March 2022, for a total of 1,009,061 Withheld Shares during the three-month period.

2The average price per share for each of the months in the fiscal quarter and for the three-month period was calculated by dividing (a) the sum for the applicable period of the aggregate value of the tax withholding obligations and the aggregate amount we paid for shares acquired under our share repurchase program, described in Note 5 to the unaudited Consolidated Financial Statements, by (b) the sum of the number of Withheld ~~Shares.~~Shares and the number of shares acquired in our share repurchase program.

3In February 2017, the Company's Board of Directors (the “Board”) authorized a share repurchase program to repurchase from time to time up to $300.0 million, excluding fees, of our common stock (the “2017 Share Repurchase Program”). In February 2018, the Board authorized a share repurchase program to repurchase from time to time up to $300.0 million, excluding fees, of our common stock, which was in addition to any amounts remaining under the 2017 Share Repurchase Program. On July 2, 2018, in connection with the announcement of the Acxiom acquisition, we announced that share repurchases ~~will~~would be suspended for a period of time in order to reduce the increased debt levels incurred in conjunction with the ~~acquisition, and no shares were repurchased pursuant to~~acquisition. As of December 31, 2021, $338.4, excluding fees, remained available for repurchase under the share repurchase programs authorized in ~~the periods reflected.~~previous years. On February 10, 2022, our Board reauthorized a program to repurchase, from time to time, up to $400.0 million of our common stock (the “2022 Share Repurchase Program”). There ~~are~~is no expiration ~~dates~~date associated with the ~~share repurchase programs.~~2022 Share Repurchase Program.


Item 6.			Exhibits

All exhibits required pursuant to Item 601 of Regulation S-K to be filed as part of this report or incorporated herein by reference to other documents are listed in the Index to Exhibits below. The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.

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INDEX TO EXHIBITS


Exhibit No.						Description

~~4.1~~						Tenth Supplemental Indenture, dated as of February 25, 2021, between the Company and U.S. Bank National Association, as Trustee, is incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the SEC on February 25, 2021.

~~4.2~~						Eleventh Supplemental Indenture, dated as of February 25, 2021, between the Company and U.S. Bank National Association, as Trustee, is incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed with the SEC on February 25, 2021.

~~4.3~~						Form of Global Note representing the Company’s 2.400% Senior Notes due 2031 is included as part of and incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the SEC on February 25, 2021.

~~4.4~~						Form of Global Note representing the Company’s 3.375% Senior Notes due 2041 is included as part of and incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed with the SEC on February 25, 2021.

31.1						Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.

31.2						Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.

32						Certification of the Chief Executive Officer and the Chief Financial Officer furnished pursuant to 18 U.S.C. Section 1350 and Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended.

101						Interactive Data File, for the period ended March 31, ~~2021.~~2022. The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.

104						Cover Page Interactive Data File. The cover page XBRL tags are embedded within the inline XBRL document and are included in Exhibit 101.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



			THE INTERPUBLIC GROUP OF COMPANIES, INC.

			By			/s/ Philippe Krakowsky
						Philippe Krakowsky Chief Executive Officer

Date: April 28, ~~2021~~2022




			By			/s/ Christopher F. Carroll
						Christopher F. Carroll Senior Vice President, Controller and Chief Accounting Officer (Principal Accounting Officer)

Date: April 28, ~~2021~~2022

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