INTERPUBLIC GROUP OF COMPANIES, INC. [IPG] Filings

10-Q 1 ipg-20240930.htm 10-Q ipg-20240930

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 September 30, 2024


			☐			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 October 18, 2024 was 372,508,618.

INDEX


		Page
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)
	Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2024 and 2023	3
	Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended September 30, 2024 and 2023	4
	Consolidated Balance Sheets as of September 30, 2024 and December 31, 2023	5
	Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2024 and 2023	6
	Consolidated Statements of Stockholders’ Equity for the Three and Nine Months Ended September 30, 2024 and 2023	7
	Notes to Consolidated Financial Statements	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	26
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	47
Item 4.	Controls and Procedures	47
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	48
Item 1A.	Risk Factors	48
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	48

Item 3.	Defaults Upon Senior Securities	48
Item 4.	Mine Safety Disclosures	48
Item 5.	Other Information	48
Item 6.	Exhibits	48
INDEX TO EXHIBITS		49
SIGNATURES		50

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 regarding goals, intentions, and expectations as to future plans, trends, events, or future results of operations or financial position, constitute forward-looking statements. Without limiting the generality of the foregoing, words such as “may,” “will,” “expect,” “believe,” “anticipate,” “estimate,” “project,” “forecast,” “plan,” “intend,” “could,” “would,” “should,” “will likely result” or comparable terminology are intended to identify forward-looking statements. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties, which could cause our actual results and outcomes to differ materially from those reflected in the forward-looking statements.

Actual results and outcomes could differ materially for a variety of reasons, including, among others:

•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;

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

•our ability to retain and attract key employees;

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

•the economic or business impact of military or political conflict in key markets;

•the impacts on our business of any pandemics, epidemics, disease outbreaks or other public health crises;

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

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

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

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

Investors should carefully consider the foregoing factors and the other risks and uncertainties that may affect our business, including those outlined under Item 1A, Risk Factors, in our most recent annual report on Form 10-K and our other SEC filings. Investors are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date they are made. We undertake no obligation to update or revise publicly any of them in light of new information, future events, or otherwise.

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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 September 30,				Nine months ended September 30,
	2024		2023		2024		2023
REVENUE:
Revenue before billable expenses	$	2,242.7	$	2,309.0	$	6,752.7	$	6,814.4
Billable expenses	386.1		369.5		1,082.0		1,051.6
Total revenue	2,628.8		2,678.5		7,834.7		7,866.0

OPERATING EXPENSES:
Salaries and related expenses	1,464.0		1,531.1		4,594.4		4,707.0
Office and other direct expenses	327.1		318.8		1,007.6		989.6
Billable expenses	386.1		369.5		1,082.0		1,051.6
Cost of services	2,177.2		2,219.4		6,684.0		6,748.2
Selling, general and administrative expenses	20.8		16.9		86.4		43.7
Depreciation and amortization	65.3		66.0		195.5		199.0
Impairment of goodwill	232.1		—		232.1		—
Restructuring charges	0.5		(0.6)		1.4		(0.7)
Total operating expenses	2,495.9		2,301.7		7,199.4		6,990.2

OPERATING INCOME	132.9		376.8		635.3		875.8

EXPENSES AND OTHER INCOME:
Interest expense	(54.9)		(58.7)		(175.6)		(164.2)
Interest income	34.2		35.1		119.5		97.3
Other expense, net	(2.7)		(13.7)		(13.4)		(24.8)
Total (expenses) and other income	(23.4)		(37.3)		(69.5)		(91.7)

INCOME BEFORE INCOME TAXES	109.5		339.5		565.8		784.1
Provision for income taxes	85.3		91.5		208.2		135.9
INCOME OF CONSOLIDATED COMPANIES	24.2		248.0		357.6		648.2
Equity in net loss of unconsolidated affiliates	0.0		(2.3)		(0.2)		(1.7)
NET INCOME	24.2		245.7		357.4		646.5
Net income attributable to non-controlling interests	(4.1)		(2.0)		(12.4)		(11.3)
NET INCOME AVAILABLE TO IPG COMMON STOCKHOLDERS	$	20.1	$	243.7	$	345.0	$	635.2

Earnings per share available to IPG common stockholders:
Basic	$	0.05	$	0.64	$	0.92	$	1.65
Diluted	$	0.05	$	0.63	$	0.91	$	1.64

Weighted-average number of common shares outstanding:
Basic	373.9		383.6		376.2		385.0
Diluted	376.8		385.5		378.7		386.8

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

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THE INTERPUBLIC GROUP OF COMPANIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Amounts in Millions)

(Unaudited)


	Three months ended September 30,				Nine months ended September 30,
	2024		2023		2024		2023
NET INCOME	$	24.2	$	245.7	$	357.4	$	646.5

OTHER COMPREHENSIVE INCOME
Foreign currency translation:
Foreign currency translation adjustments	76.5		(60.6)		(4.8)		(29.1)
Reclassification adjustments recognized in net income	1.2		0.0		1.2		0.5
	77.7		(60.6)		(3.6)		(28.6)

Derivative instruments:
Changes in fair value of derivative instruments	—		0.0		—		0.6
Recognition of previously unrealized net gain in net income	(1.0)		(1.1)		(2.8)		(1.7)
Income tax effect	0.3		0.3		0.7		0.3
	(0.7)		(0.8)		(2.1)		(0.8)
Defined benefit pension and other postretirement plans:
Net actuarial gain for the period	0.0		0.0		0.3		2.7
Amortization of unrecognized losses, transition obligation and prior service cost included in net income	1.9		1.8		5.6		5.2
Settlement losses included in net income	(0.1)		0.0		(0.2)		0.0
Other	0.1		(0.1)		0.4		0.3
Income tax effect	(0.5)		(0.4)		(1.3)		(1.4)
	1.4		1.3		4.8		6.8
Other comprehensive income (loss), net of tax	78.4		(60.1)		(0.9)		(22.6)
TOTAL COMPREHENSIVE INCOME	102.6		185.6		356.5		623.9
Less: comprehensive income attributable to non-controlling interests	4.6		1.7		11.4		10.8
COMPREHENSIVE INCOME ATTRIBUTABLE TO IPG	$	98.0	$	183.9	$	345.1	$	613.1

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

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THE INTERPUBLIC GROUP OF COMPANIES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Amounts in Millions)

(Unaudited)


	September 30, 2024		December 31, 2023
ASSETS:
Cash and cash equivalents	$	1,532.0	$	2,386.1
Accounts receivable, net of allowance of $46.0 and $46.4, respectively	4,718.8		5,768.8
Accounts receivable, billable to clients	2,211.9		2,229.2
Prepaid expenses	474.0		415.8
Assets held for sale	223.4		21.9
Other current assets	97.6		128.6
Total current assets	9,257.7		10,950.4
Property and equipment, net of accumulated depreciation and amortization of $1,278.6 and $1,224.9, respectively	597.0		636.7
Deferred income taxes	267.5		265.0
Goodwill	4,738.7		5,080.9
Other intangible assets	682.5		743.6
Operating lease right-of-use assets	1,062.1		1,162.6
Other non-current assets	477.7		428.1
TOTAL ASSETS	$	17,083.2	$	19,267.3

LIABILITIES:
Accounts payable	$	7,061.6	$	8,355.0
Accrued liabilities	503.6		705.8
Contract liabilities	574.2		684.7
Short-term borrowings	23.9		34.2
Current portion of long-term debt	0.1		250.1
Current portion of operating leases	242.1		252.6
Liabilities held for sale	60.1		48.5
Total current liabilities	8,465.6		10,330.9
Long-term debt	2,919.7		2,917.5
Non-current operating leases	1,096.7		1,216.8
Deferred compensation	198.9		223.6
Other non-current liabilities	572.0		532.4
TOTAL LIABILITIES	13,252.9		15,221.2

Redeemable non-controlling interests (see Note 5)	45.6		42.3

STOCKHOLDERS’ EQUITY:
Common stock	38.4		38.3
Additional paid-in capital	778.4		728.5
Retained earnings	4,219.6		4,254.5
Accumulated other comprehensive loss, net of tax	(946.1)		(946.2)
	4,090.3		4,075.1
Less: Treasury stock	364.5		132.5
Total IPG stockholders’ equity	3,725.8		3,942.6
Non-controlling interests	58.9		61.2
TOTAL STOCKHOLDERS’ EQUITY	3,784.7		4,003.8
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	17,083.2	$	19,267.3

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

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THE INTERPUBLIC GROUP OF COMPANIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in Millions)

(Unaudited)


	Nine months ended September 30,
	2024		2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	357.4	$	646.5
Adjustments to reconcile net income to net cash used in operating activities:
Impairment of goodwill	232.1		—
Depreciation and amortization	195.5		199.0
Amortization of restricted stock and other non-cash compensation	52.4		36.0
Provision for uncollectible receivables	8.4		5.3
Net losses on sales of businesses	6.4		18.9
Net amortization of bond discounts and deferred financing costs	0.9		1.7
Deferred income tax	(24.9)		(5.5)
Other	34.9		17.5
Changes in assets and liabilities, net of acquisitions and divestitures, providing (using) cash:
Accounts receivable	958.9		1,248.3
Accounts receivable, billable to clients	(19.5)		(397.8)
Prepaid expenses	(58.7)		(62.8)
Other current assets	22.5		11.3
Accounts payable	(1,223.7)		(1,760.2)
Accrued liabilities	(183.6)		(150.3)
Contract liabilities	(115.0)		12.4
Other non-current assets and liabilities	(56.9)		(160.4)
Net cash provided by (used in) operating activities	187.1		(340.1)
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures	(107.2)		(127.1)
Net proceeds from sale of businesses, net of cash sold	(31.4)		1.4
Purchase of short-term marketable securities	(0.6)		(97.6)
Acquisitions, net of cash acquired	—		(6.3)
Net proceeds from investments	2.3		21.7
Other investing activities	5.1		3.6
Net cash used in investing activities	(131.8)		(204.3)
CASH FLOWS FROM FINANCING ACTIVITIES:
Common stock dividends	(373.7)		(361.2)
Repayment of long-term debt	(250.1)		(0.2)
Repurchases of common stock	(230.1)		(219.0)
Tax payments for employee shares withheld	(13.9)		(58.4)
Distributions to non-controlling interests	(13.7)		(13.7)
Acquisition-related payments	(8.7)		(12.8)
Net decrease in short-term borrowings	(5.7)		(18.0)
Proceeds from long-term debt	0.1		296.3
Other financing activities	(1.8)		(3.0)
Net cash used in financing activities	(897.6)		(390.0)
Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash	(11.1)		(35.0)
Net decrease in cash, cash equivalents and restricted cash	(853.4)		(969.4)
Cash, cash equivalents and restricted cash at beginning of period	2,395.1		2,553.1
Cash, cash equivalents and restricted cash at end of period	$	1,541.7	$	1,583.7

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

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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		Treasury Stock		Total IPG Stockholders’ Equity		Non-controlling Interests		Total Stockholders’ Equity
	Shares	Amount
Balance at June 30, 2024	383.7	$	38.3	$	759.8	$	4,325.1	$	(1,024.0)	$	(263.6)	$	3,835.6	$	59.4	$	3,895.0
Net income						20.1						20.1		4.1		24.2
Other comprehensive income								77.9				77.9		0.5		78.4
Reclassifications related to redeemable non-controlling interests				0.0								0.0		(0.9)		(0.9)
Distributions to non-controlling interests														(5.1)		(5.1)
Change in redemption value of redeemable non-controlling interests						(1.5)						(1.5)				(1.5)
Repurchase of common stock										(100.9)		(100.9)				(100.9)
Common stock dividends ($0.33 per share)						(124.1)						(124.1)				(124.1)
Stock-based compensation	0.2	0.1		23.2								23.3				23.3
Shares withheld for taxes	0.0	0.0		(0.1)								(0.1)				(0.1)
Other				(4.5)								(4.5)		0.9		(3.6)
Balance at September 30, 2024	383.9	$	38.4	$	778.4	$	4,219.6	$	(946.1)	$	(364.5)	$	3,725.8	$	58.9	$	3,784.7


	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, 2023	383.0	$	38.3	$	728.5	$	4,254.5	$	(946.2)	$	(132.5)	$	3,942.6	$	61.2	$	4,003.8
Net income						345.0						345.0		12.4		357.4
Other comprehensive income (loss)								0.1				0.1		(1.0)		(0.9)
Reclassifications related to redeemable non-controlling interests				(2.7)								(2.7)		(1.3)		(4.0)
Distributions to non-controlling interests														(13.7)		(13.7)
Change in redemption value of redeemable non-controlling interests						(5.1)						(5.1)				(5.1)
Repurchase of common stock										(232.0)		(232.0)				(232.0)
Common stock dividends ($0.99 per share)						(374.8)						(374.8)				(374.8)
Stock-based compensation	1.3	0.1		71.0								71.1				71.1
Shares withheld for taxes	(0.4)	0.0		(13.6)								(13.6)				(13.6)
Other				(4.8)								(4.8)		1.3		(3.5)
Balance at September 30, 2024	383.9	$	38.4	$	778.4	$	4,219.6	$	(946.1)	$	(364.5)	$	3,725.8	$	58.9	$	3,784.7

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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		Treasury Stock		Total IPG Stockholders’ Equity		Non-controlling Interests		Total Stockholders’ Equity
	Shares	Amount
Balance at June 30, 2023	392.0	$	39.2	$	1,035.2	$	3,782.8	$	(956.0)	$	(248.2)	$	3,653.0	$	59.5	$	3,712.5
Net income						243.7						243.7		2.0		245.7
Other comprehensive loss								(59.8)				(59.8)		(0.3)		(60.1)
Reclassifications related to redeemable non-controlling interests														0.1		0.1
Distributions to non-controlling interests														(5.2)		(5.2)
Change in redemption value of redeemable non-controlling interests						3.7						3.7				3.7
Repurchase of common stock										(92.2)		(92.2)				(92.2)
Common stock dividends ($0.31 per share)						(119.1)						(119.1)				(119.1)
Stock-based compensation	0.2	0.0		17.8								17.8				17.8
Shares withheld for taxes	0.0	0.0		(0.2)								(0.2)				(0.2)
Other														0.0		0.0
Balance at September 30, 2023	392.2	$	39.2	$	1,052.8	$	3,911.1	$	(1,015.8)	$	(340.4)	$	3,646.9	$	56.1	$	3,703.0


	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, 2022	389.6	$	38.9	$	1,057.5	$	3,632.1	$	(993.7)	$	(120.2)	$	3,614.6	$	58.1	$	3,672.7
Net income						635.2						635.2		11.3		646.5
Other comprehensive loss								(22.1)				(22.1)		(0.5)		(22.6)
Reclassifications related to redeemable non-controlling interests														0.2		0.2
Distributions to non-controlling interests														(13.7)		(13.7)
Change in redemption value of redeemable non-controlling interests						3.7						3.7				3.7
Repurchases of common stock										(220.2)		(220.2)				(220.2)
Common stock dividends ($0.62 per share)						(359.9)						(359.9)				(359.9)
Stock-based compensation	4.2	0.4		54.2								54.6				54.6

Shares withheld for taxes	(1.6)	(0.1)		(58.9)								(59.0)				(59.0)
Other														0.7		0.7
Balance at September 30, 2023	392.2	$	39.2	$	1,052.8	$	3,911.1	$	(1,015.8)	$	(340.4)	$	3,646.9	$	56.1	$	3,703.0

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

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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 heightened macroeconomic uncertainty have impacted and may 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 may differ from these estimates under different assumptions or conditions and further decline in macroeconomic conditions or increasing interest rates could have a negative impact on these estimates, including the fair value of certain assets. 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, 2023 (the “2023 Annual Report”).

We conduct our business across three reportable segments described in Note 10. 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").

Cost of services is comprised of the expenses of our revenue-producing reportable segments, MD&E, IA&C, and 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 our "Corporate and 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, excluding depreciation and amortization.

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

Impairment of goodwill is disclosed as a separate operating expense.

Restructuring charges in 2024 consist of adjustments to the Company's restructuring actions taken in 2022 and 2020, and primarily relate to real estate actions which were designed to reduce our real estate footprint and to better align our cost structure with revenue.

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 adjustments have been made to prior-period financial statements to conform to the current-period presentation, including the recast of certain prior period amounts to reflect the transfer of certain agencies between reportable segments.

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 three reportable segments as of September 30, 2024: MD&E, IA&C and SC&E, as further discussed in Note 10. 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 brand identity services, and strategic consulting. SC&E generates revenue from providing best-in-class global public relations and communications services, events, sports and entertainment marketing, and strategic consulting.

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


	Three months ended September 30,				Nine months ended September 30,
Total revenue:	2024		2023		2024		2023
United States	$	1,699.5	$	1,759.7	$	5,117.3	$	5,180.1
International:
United Kingdom	236.3		215.5		684.7		627.6
Continental Europe	211.7		204.5		645.1		612.9
Asia Pacific	190.8		203.8		566.5		607.4
Latin America	117.9		120.0		320.7		321.1
Other	172.6		175.0		500.4		516.9
Total International	929.3		918.8		2,717.4		2,685.9
Total Consolidated	$	2,628.8	$	2,678.5	$	7,834.7	$	7,866.0


	Three months ended September 30,				Nine months ended September 30,
Revenue before billable expenses:	2024		2023		2024		2023
United States	$	1,467.8	$	1,509.9	$	4,469.6	$	4,512.3
International:
United Kingdom	193.8		193.0		565.5		548.1
Continental Europe	177.5		178.3		556.2		534.5
Asia Pacific	156.9		175.3		467.0		511.8
Latin America	111.9		114.8		301.2		301.9
Other	134.8		137.7		393.2		405.8
Total International	774.9		799.1		2,283.1		2,302.1
Total Consolidated	$	2,242.7	$	2,309.0	$	6,752.7	$	6,814.4

Table of Contents

Notes to Consolidated Financial Statements – (continued)

(Amounts in Millions, Except Per Share Amounts)

(Unaudited)


MD&E	Three months ended September 30,				Nine months ended September 30,
Total revenue:	2024		2023		2024		2023
United States	$	662.1	$	671.6	$	1,980.4	$	1,997.4
International	381.7		403.5		1,112.1		1,140.4
Total MD&E	$	1,043.8	$	1,075.1	$	3,092.5	$	3,137.8

Revenue before billable expenses:
United States	$	656.3	$	665.2	$	1,967.6	$	1,974.9
International	369.4		394.8		1,082.9		1,111.9
Total MD&E	$	1,025.7	$	1,060.0	$	3,050.5	$	3,086.8


IA&C	Three months ended September 30,				Nine months ended September 30,
Total revenue:	2024		2023		2024		2023
United States	$	574.1	$	608.5	$	1,825.6	$	1,874.0
International	366.5		352.1		1,078.2		1,050.6
Total IA&C	$	940.6	$	960.6	$	2,903.8	$	2,924.6

Revenue before billable expenses:
United States	$	546.6	$	578.2	$	1,746.6	$	1,777.9
International	302.3		299.5		893.8		878.6
Total IA&C	$	848.9	$	877.7	$	2,640.4	$	2,656.5


SC&E	Three months ended September 30,				Nine months ended September 30,
Total revenue:	2024		2023		2024		2023
United States	$	463.3	$	479.6	$	1,311.3	$	1,308.7
International	181.1		163.2		527.1		494.9
Total SC&E	$	644.4	$	642.8	$	1,838.4	$	1,803.6

Revenue before billable expenses:
United States	$	264.9	$	266.5	$	755.4	$	759.5
International	103.2		104.8		306.4		311.6
Total SC&E	$	368.1	$	371.3	$	1,061.8	$	1,071.1

Contract Balances

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


	September 30, 2024		December 31, 2023
Accounts receivable, net of allowance of $46.0 and $46.4, respectively	$	4,718.8	$	5,768.8
Accounts receivable, billable to clients	2,211.9		2,229.2
Contract assets	68.4		68.6
Contract liabilities (deferred revenue)	574.2		684.7

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 $640.0 of unsatisfied performance obligations as of September 30, 2024, which will be recognized as services are performed over the remaining contractual terms through 2029.

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	September 30, 2024		December 31, 2023

4.200% Senior Notes due 2024	4.240%	$	—	$	249.9
4.650% Senior Notes due 2028 (less unamortized discount and issuance costs of $0.7 and $1.8, respectively)	4.780%	497.5		497.0
4.750% Senior Notes due 2030 (less unamortized discount and issuance costs of $2.3 and $3.4, respectively)	4.920%	644.3		643.6
2.400% Senior Notes due 2031 (less unamortized discount and issuance costs of $0.5 and $3.0, respectively)	2.512%	496.5		496.0
5.375% Senior Notes due 2033 (less unamortized discount and issuance costs of $3.4 and $2.8, respectively)	5.650%	293.8		293.4
3.375% Senior Notes due 2041 (less unamortized discount and issuance costs of $1.0 and $4.7, respectively)	3.448%	494.3		494.1
5.400% Senior Notes due 2048 (less unamortized discount and issuance costs of $2.5 and $4.5, respectively)	5.480%	493.0		492.8
Other notes payable and finance leases		0.4		0.8
Total long-term debt		2,919.8		3,167.6
Less: current portion		0.1		250.1
Long-term debt, excluding current portion		$	2,919.7	$	2,917.5

As of September 30, 2024 and December 31, 2023, the estimated fair value of the Company's long-term debt was $2,792.4 and $2,975.3, respectively. Refer to Note 11 for details.

Debt Transactions

4.200% Senior Notes due 2024

Our 4.200% unsecured senior notes in aggregate principal amount of $250.0 matured on April 15, 2024. We used cash on hand to fund the principal repayment.

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 May 29, 2024, we amended and restated the Credit Agreement. As amended, among other things, the maturity date of the Credit Agreement was extended to May 29, 2029, 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, 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 September 30, 2024, there were no borrowings under the Credit Agreement; however, we had $9.3 of letters of credit under the Credit Agreement, which reduced our total availability to $1,490.7. We were in compliance with all of our covenants in the Credit Agreement as of September 30, 2024.

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 September 30, 2024, the Company had uncommitted lines of credit in an aggregate amount of $794.4, under which we had outstanding borrowings of $23.9 classified as short-term borrowings on our Consolidated Balance Sheet. The average amount outstanding during the third quarter of 2024 was $46.9 with a weighted-average interest rate of approximately 7.1%.

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 third quarter of 2024, there was no commercial paper activity and, as of September 30, 2024, there was no commercial paper outstanding.

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 September 30,				Nine months ended September 30,
	2024		2023		2024		2023
Net income available to IPG common stockholders	$	20.1	$	243.7	$	345.0	$	635.2

Weighted-average number of common shares outstanding - basic	373.9		383.6		376.2		385.0
Dilutive effect of stock options and restricted shares	2.9		1.9		2.5		1.8
Weighted-average number of common shares outstanding - diluted	376.8		385.5		378.7		386.8

Earnings per share available to IPG common stockholders:
Basic	$	0.05	$	0.64	$	0.92	$	1.65
Diluted	$	0.05	$	0.63	$	0.91	$	1.64

Note 5: Supplementary Data

Accrued Liabilities

The following table presents the components of accrued liabilities.


	September 30, 2024		December 31, 2023
Salaries, benefits and related expenses	$	372.9	$	507.5
Interest	39.0		40.2
Income taxes payable	0.0		56.8
Office and related expenses	17.3		22.3
Acquisition obligations	4.9		2.9
Restructuring charges	0.2		0.6
Other	69.3		75.5
Total accrued liabilities	$	503.6	$	705.8

Other Expense, Net

Results of operations for the three and nine months ended September 30, 2024 and 2023 include certain items that are not directly associated with our revenue-producing operations.


	Three months ended September 30,				Nine months ended September 30,
	2024		2023		2024		2023
Net losses on sales of businesses	$	(1.7)	$	(12.1)	$	(6.4)	$	(18.9)
Other	(1.0)		(1.6)		(7.0)		(5.9)
Total other expense, net	$	(2.7)	$	(13.7)	$	(13.4)	$	(24.8)

Net losses on sales of businesses – During the three and nine months ended September 30, 2024 and 2023, the amounts recognized were related to sales of businesses and the classification of certain assets and liabilities, consisting primarily of goodwill, accounts receivable, right-of-use assets, operating lease liabilities and accounts payable, 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.

Other – During the three and nine months ended September 30, 2024 and 2023, the amounts recognized were primarily related to pension and postretirement costs.

Table of Contents

Notes to Consolidated Financial Statements – (continued)

(Amounts in Millions, Except Per Share Amounts)

(Unaudited)

Share Repurchase Programs

On February 8, 2023, the Board of Directors (the "Board") authorized a share repurchase program to repurchase from time to time up to $350.0, excluding fees, of our common stock.

On February 7, 2024, the Board authorized a share repurchase program to repurchase from time to time up to $320.0, excluding fees, of our common stock, which was in addition to any amounts remaining under the 2023 share repurchase program.

We may effect such repurchases through open market purchases, trading plans established in 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 nine months ended September 30, 2024 and 2023.


	Nine months ended September 30,
	2024		2023
Number of shares repurchased	7.3		6.1
Aggregate cost, including fees1	$	230.1	$	219.0
Average price per share, including fees	$	31.40	$	35.66

1The amount for the nine months ended September 30, 2024 and 2023 excludes $1.9 and $1.2 of estimated excise tax on net share repurchases, respectively.

We fully utilized the 2023 share repurchase program during the second quarter of 2024. As of September 30, 2024, $170.1, excluding fees, remains available for repurchase under the 2024 share repurchase program. There is no expiration date associated with the 2024 share repurchase program.

Redeemable Non-controlling Interests

Many of our acquisitions include provisions under which the non-controlling equity owners may require us to purchase additional interests in a subsidiary at their discretion. Redeemable 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 non-controlling interests.


	Nine months ended September 30,
	2024		2023
Balance at beginning of period	$	42.3	$	38.3
Change in related non-controlling interests balance	1.3		(0.1)
Changes in redemption value of redeemable non-controlling interests:
Additions	2.7		7.4
Redemptions and other	(6.1)		(0.4)
Redemption value adjustments	5.1		(3.7)
Currency translation adjustments	0.3		(0.1)
Balance at end of period	$	45.6	$	41.4

Table of Contents

Notes to Consolidated Financial Statements – (continued)

(Amounts in Millions, Except Per Share Amounts)

(Unaudited)

Held for Sale

Long-lived assets (disposal groups) to be sold are classified as held for sale in the period which all criteria are met. The Company measures assets (disposal group) held for sale at the lower of their carrying value or fair value less cost to sell.

During the third quarter of 2024, management determined that the assets and liabilities of both R/GA and Huge, two of our digital specialist agencies within our MD&E segment, met the criteria to be presented as held for sale. The planned disposals are expected to be completed within twelve months of designation and do not, individually or in aggregate, constitute a strategic shift of the Company's operations and therefore do not meet the discontinued operations criteria.

The Company recorded a loss within net losses on sales of businesses, included in Other Expense, net, upon classification as held for sale for one disposal group to adjust its carrying value to fair value less cost to sell. This is presented as a valuation allowance of $15.4 on the group of assets held for sale, without allocation to the individual assets or major classes of assets within the group. Any differences due to changes in fair values less costs to sell or carrying values for disposal groups will be recognized as a gain or loss in future financial statements. See further discussion below in the “Goodwill” section within Note 5.

The following table sets provides a reconciliation of the carrying amounts of major classes of assets and liabilities held for sale, respectively, to the amounts presented in the Company's consolidated balance sheets as of September 30, 2024.


	September 30, 2024
ASSETS:
Cash and cash equivalents	$	7.4
Accounts receivable	36.2
Accounts receivable, billable to clients	27.1
Goodwill and other intangibles	116.6
Property and equipment, net	15.4
Operating lease right-of-use assets	30.5
Other assets	5.6
Total assets	238.8
Valuation allowance	(15.4)
TOTAL ASSETS HELD FOR SALE	$	223.4

LIABILITIES:
Accounts payable	$	18.5
Accrued liabilities	6.1
Current portion of operating leases	3.1
Non-current operating leases	31.7
Other non-current liabilities	0.7
TOTAL LIABILITIES HELD FOR SALE	$	60.1

NET ASSETS HELD FOR SALE	$	163.3

Goodwill

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 Company transferred certain agencies between operating segments as of January 1, 2024 which resulted in certain changes to our reporting units and reportable segments. 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 impacted reporting units immediately prior and subsequent to the reallocation and determined that no impairment existed.

Table of Contents

Notes to Consolidated Financial Statements – (continued)

(Amounts in Millions, Except Per Share Amounts)

(Unaudited)

During the third quarter of 2024, we concluded that declines in the forecasted performance of one of our reporting units included within our MD&E segment, combined with the classification of R/GA and Huge, which comprised a significant portion of the reporting unit, as held for sale was a triggering event which required a goodwill impairment assessment. As of August 31, 2024, we performed a pre-classification goodwill impairment test and determined that the carrying value of the reporting unit exceeded its fair value, and therefore, goodwill of the reporting unit was impaired. The Company completed an analysis to allocate goodwill to the remaining reporting unit, R/GA and Huge using a relative fair value approach. Additionally, we performed a post-classification goodwill impairment test on R/GA and Huge, as well as an impairment test of the businesses remaining within the reporting unit. We determined that the carrying value of one disposal group exceeded its fair value and goodwill was impaired. As a result of both the pre-classification and post-classification impairment tests, the Company recorded non-cash goodwill impairment charges of $232.1. We concluded that the fair value of the remaining reporting unit exceeded its carrying value and the remaining reporting unit was not impaired.

The fair value of both the reporting unit pre-classification and the fair values of the disposal groups and the remaining reporting unit that is in our ongoing operations for which we performed the quantitative interim impairment tests were estimated using a combination of the income approach, which incorporates the use of the discounted cash flow method, and the market approach, which incorporates the use of earnings and revenue multiples based on market data. We generally apply an equal weighting to the income and market approaches for our quantitative impairment test analysis, although higher weighting was given to the market approach for determining the fair value of disposal groups. For the income approach, we used projections, which require the use of significant estimates and assumptions specific to the reporting unit as well as those based on general economic conditions. Factors specific to the reporting unit and disposal groups include revenue growth, profit margins, terminal value growth rates, capital expenditures projections, assumed tax rates, discount rates and other assumptions deemed reasonable by management. For the market approach, we used judgment in identifying the relevant comparable-company market multiples. Additionally, our determination of the market approach for the disposal groups also considered ranges of initial offers received as part of the sale process.

The discount rate used for the reporting unit and disposal groups is influenced by general market conditions as well as factors specific to the reporting unit. For the interim impairment tests of goodwill, the discount rates used ranged from 14.5% to 22.0%, and the terminal value growth rates were 2.5% and 3.0%. The terminal value growth rates represent the expected long-term growth rates. The revenue growth rates utilized in the interim impairment tests were between (2.0%) and 6.0%. Factors influencing the revenue growth rates include the nature of the services the reporting unit and disposal groups provide for its clients, the geographic locations in which the reporting unit and disposal groups conduct business and the maturity of the reporting units and disposal groups. We believe that the estimates and assumptions we made are reasonable, but they are susceptible to change from period to period. Actual results of operations, cash flows and other factors will likely differ from the estimates used in our valuation, and it is possible that differences and changes could be material. A deterioration in profitability, adverse market conditions, significant client losses, changes in spending levels of our existing clients or a different economic outlook than currently estimated by management could have a significant impact on the estimated fair value of our reporting unit and could result in an impairment charge in the future.

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


	MD&E		IA&C		SC&E		Total
Balance at December 31, 2023	$	2,677.5	$	1,723.2	$	680.2	$	5,080.9
Goodwill reallocation	13.3		(13.3)		—		—
Balance at January 1, 2024	2,690.8		1,709.9		680.2		5,080.9
Impairment of goodwill1	(232.1)		—		—		(232.1)
(Dispositions)/Acquisitions2	(116.5)		(1.2)		0.1		(117.6)
Foreign currency and other	5.0		0.8		1.7		7.5
Balance at September 30, 20243	$	2,347.2	$	1,709.5	$	682.0	$	4,738.7

1.The amount for our MD&E segment includes impairment of $24.9 related to a disposal group.

2.The amount for the nine months ended September 30, 2024 within our MD&E segment represents goodwill allocated to businesses which are held for sale.

3.The goodwill balances at September 30, 2024 includes $207.2 of accumulated impairment related to the MD&E reportable segment. The accumulated impairment relates to impairment charges recorded during the third quarter of 2024.

Note 6: Income Taxes

Table of Contents

Notes to Consolidated Financial Statements – (continued)

(Amounts in Millions, Except Per Share Amounts)

(Unaudited)

For the three and nine months ended September 30, 2024, our income tax expense was negatively impacted by the net tax expense on entities classified as Held for Sale, a reduced tax benefit on impairment of goodwill, and by losses in certain foreign jurisdictions where we receive no tax benefit due to 100% valuation allowances. Our income tax expense was positively impacted by the settlement of the 2017 through 2019 New York State income tax audit. The adoption of the OECD's global tax reform initiative (known as Pillar 2) did not have a material impact on the third quarter and first nine months of 2024.

We have various tax years under examination by tax authorities in the U.S., in various countries, and in various states and localities, such as New York City, 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 $100.0 and $110.0 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. This net decrease is related to various items of income and expense, primarily transfer pricing adjustments.

We are effectively settled with respect to U.S. federal income tax audits through 2019. With limited exceptions, we are no longer subject to state and local income tax audits for years prior to 2015 or non-U.S. income tax audits for years prior to 2011.

Note 7: 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 nine months ended September 30, 2024.


	Awards	Weighted-average grant-date fair value (per award)
Restricted stock (units)	1.4	$	31.39
Performance-based stock (shares)	2.8	$	27.53

Cash-settled awards	0.1	$	31.40
Total stock-based compensation awards	4.3

During the nine months ended September 30, 2024, 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 $1.5 and $16.7, 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.

Note 8: 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
Balance as of December 31, 2023	$	(789.1)	$	33.5	$	(190.6)	$	(946.2)
Other comprehensive (loss) income before reclassifications	(3.8)		—		0.8		(3.0)
Amount reclassified from accumulated other comprehensive loss, net of tax	1.2		(2.1)		4.0		3.1
Balance as of September 30, 2024	$	(791.7)	$	31.4	$	(185.8)	$	(946.1)

Table of Contents

Notes to Consolidated Financial Statements – (continued)

(Amounts in Millions, Except Per Share Amounts)

(Unaudited)


	Foreign Currency Translation Adjustments		Derivative Instruments		Defined Benefit Pension and Other Postretirement Plans		Total
Balance as of December 31, 2022	$	(849.1)	$	35.0	$	(179.6)	$	(993.7)
Other comprehensive (loss) income before reclassifications	(28.6)		0.5		2.8		(25.3)
Amount reclassified from accumulated other comprehensive loss, net of tax	0.5		(1.3)		4.0		3.2
Balance as of September 30, 2023	$	(877.2)	$	34.2	$	(172.8)	$	(1,015.8)

Amounts reclassified from accumulated other comprehensive loss, net of tax, for the three and nine months ended September 30, 2024 and 2023 are as follows:


	Three months ended September 30,				Nine months ended September 30,				Affected Line Item in the Consolidated Statements of Operations
	2024		2023		2024		2023
Foreign currency translation adjustments	$	1.2	$	0.0	$	1.2	$	0.5	Other expense, net
Net gain on derivative instruments	(1.0)		(1.1)		(2.8)		(1.7)		Other expense, net, Interest expense
Amortization of defined benefit pension and postretirement plan items	1.8		1.8		5.4		5.2		Other expense, net
Tax effect	(0.2)		—		(0.7)		(0.8)		Provision for income taxes
Total amount reclassified from accumulated other comprehensive loss, net of tax	$	1.8	$	0.7	$	3.1	$	3.2

Table of Contents

Notes to Consolidated Financial Statements – (continued)

(Amounts in Millions, Except Per Share Amounts)

(Unaudited)

Note 9: 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 obligation. Certain immaterial foreign pension and postretirement benefit plans have been excluded from the table below.

In December 2023, the U.K. Pension Plan entered into an agreement with an insurance company to purchase a group annuity, or "buy-in", that matches the plan's future projected benefit obligations to covered participants. As part of the annuity purchase contract, the U.K. Pension Plan has the option to complete a "buy-out", which would transfer all liabilities of the plan to the insurer, which the Company anticipates to be completed in the second half of 2025. The non-cash settlement charge, net of tax, associated with the transaction is currently estimated to be approximately $180.0 to $200.0 and is subject to finalization of terms and changes in the British Pound Sterling.

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
Three Months Ended September 30,	2024		2023		2024		2023		2024		2023
Service cost	$	0.0	$	0.0	$	0.8	$	0.8	$	0.0	$	0.0
Interest cost	1.0		1.0		3.8		3.9		0.2		0.2
Expected return on plan assets	(0.7)		(1.0)		(3.8)		(4.3)		0.0		0.0
Settlements	0.0		0.0		(0.1)		0.0		0.0		0.0
Amortization of:
Prior service cost	0.0		0.1		0.1		0.0		0.0		0.0
Unrecognized actuarial losses	0.3		0.4		1.5		1.3		0.0		0.0
Net periodic cost	$	0.6	$	0.5	$	2.3	$	1.7	$	0.2	$	0.2

	Domestic Pension Plan				Foreign Pension Plans				Domestic Postretirement Benefit Plan
Nine Months Ended September 30,	2024		2023		2024		2023		2024