Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
_______________________

 
FORM 8-K

_______________________


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

 
Date of report (Date of earliest event reported): July 21, 2016
 
The Interpublic Group of Companies, Inc.
(Exact Name of Registrant as Specified in Charter)
 Delaware
1-6686
13-1024020
(State or Other Jurisdiction
of Incorporation)
(Commission File
Number)
(IRS Employer
Identification No.)
 
 
 
909 Third Avenue, New York, New York
10022
(Address of Principal Executive Offices)
(Zip Code)
 
 
Registrant’s telephone number, including area code: 212-704-1200
 
(Former Name or Former Address, if Changed Since Last Report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
  
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))







Item 2.02. Results of Operations and Financial Condition.

On July 21, 2016, The Interpublic Group of Companies, Inc. (i) issued a press release, a copy of which is attached hereto as Exhibit 99.1 and incorporated by reference herein, announcing its results for the second quarter and first six months of 2016, (ii) held a conference call to discuss the foregoing results and (iii) posted an investor presentation, a copy of which is attached hereto as Exhibit 99.2 and incorporated by reference herein, on its website in connection with the conference call.

Item 9.01. Financial Statements and Exhibits.

Exhibit 99.1: Press release dated July 21, 2016 (furnished pursuant to Item 2.02)

Exhibit 99.2: Investor presentation dated July 21, 2016 (furnished pursuant to Item 2.02)







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 hereunto duly authorized.
 
 
THE INTERPUBLIC GROUP OF COMPANIES, INC.
Date: July 21, 2016
By:        /s/ Andrew Bonzani                           
 
Name:   Andrew Bonzani
Title:     Senior Vice President, General Counsel and Secretary








Exhibit



FOR IMMEDIATE RELEASE
 
New York, NY (July 21, 2016)


Interpublic Announces Second Quarter and
First Half 2016 Results

Second quarter reported revenue increase of 2.2% and organic revenue increase of 3.7%.
Second quarter operating margin of 11.7%, an increase of 20 bps from the prior-year period, and operating income growth to $224.8 million.
Second quarter diluted earnings per share increased to $0.38, or $0.33 as adjusted for below-the-line items, from $0.29 a year ago.
First half reported revenue increase of 3.0% and an organic revenue increase of 5.1%.
First half operating profit increased by 9.9% relative to 2015, and diluted earnings per share increased to $0.40, or $0.33 as adjusted for below-the-line items, from $0.29 a year ago.
Company affirms commitment to continued strong capital return programs and confirms full year financial targets at upper end of 3% to 4% organic revenue growth and 50 basis points or better of operating margin expansion.

Summary

Revenue
Second quarter 2016 revenue increased 2.2% to $1.92 billion, compared to $1.88 billion in the second quarter of 2015, with an organic revenue increase of 3.7% compared to the prior-year period. This was comprised of an organic increase of 4.6% in the U.S. and 2.3% internationally.
First half 2016 revenue increased 3.0% to $3.66 billion, compared to $3.55 billion in the first half of 2015, with an organic revenue increase of 5.1% compared to the prior-year period. This was comprised of an organic revenue increase of 6.4% in the U.S. and 3.2% internationally.

Operating Results
Operating income in the second quarter of 2016 was $224.8 million, compared to $215.8 million in 2015. Operating margin was 11.7% for the second quarter of 2016, compared to 11.5% in 2015.
For the first half of 2016, operating income was $245.7 million, compared to operating income of $223.6 million in 2015. Operating margin was 6.7% for the first half of 2016, compared to 6.3% for the first half of 2015.

Interpublic Group 909 Third Avenue New York, NY 10022 212-704-1200 tel 212-704-1201 fax





Net Results
Second quarter 2016 net income available to IPG common stockholders was $156.9 million, resulting in earnings of $0.39 per basic share and $0.38 per diluted share. This compares to net income available to IPG common stockholders a year ago of $121.2 million, or earnings of $0.30 per basic share and $0.29 per diluted share.
The income tax provision of $43.7 million in the second quarter of 2016 includes a benefit of $23.4 million related to the conclusion and settlement of a tax examination of previous years.
First half 2016 net income available to IPG common stockholders was $162.3 million, resulting in earnings of $0.41 per basic share and $0.40 per diluted share. This compares to net income available to IPG common stockholders a year ago of $119.4 million, resulting in basic and diluted earnings per share of $0.29.
First half results include a non-operating pre-tax loss of $20.0 million on the sales of businesses, in "Other (Expense) Income, net," which is chiefly non-cash. The income tax provision in the first half includes valuation allowance reversals of $12.2 million as a consequence of the disposition of certain businesses, a benefit of $10.2 million related to the adoption of the Financial Accounting Standards Board Accounting Standards Update 2016-09, and a benefit of $23.4 million related to the conclusion and settlement of a tax examination of previous years.

"We are pleased to report another quarter of solid revenue and profit increases that position us to achieve our financial objectives. Despite increased macro uncertainty, the tone of the business remains sound. We therefore continue to believe that we will deliver at the high end of our original 3% to 4% organic growth target for the full year, as well as expand operating margin by 50 basis points or better," said Michael I. Roth, Interpublic's Chairman and CEO. "During the quarter, we once again saw contributions from a broad range of our creative, marketing services and media agencies, and our digital capabilities across the group were significant drivers of growth. The high caliber of our people and the effectiveness of our offerings on behalf of clients are what have fueled our strong organic revenue growth during the first half of this year. Going forward, we will stay vigilant in terms of costs, and continue to focus on achieving the appropriate levels of profit conversion. We also remain committed to our robust capital return programs, which have been significant incremental drivers of shareholder value creation."


Operating Results

Revenue
Revenue of $1.92 billion in the second quarter of 2016 increased 2.2% compared with the same period in 2015. During the quarter, the effect of foreign currency translation was negative 1.8%, the impact of net acquisitions was positive 0.3%, and the resulting organic revenue increase was 3.7%.

Interpublic Group 909 Third Avenue New York, NY 10022 212-704-1200 tel 212-704-1201 fax





Revenue of $3.66 billion in the first half of 2016 increased 3.0% compared with the first half of 2015. During the first half of 2016, the effect of foreign currency translation was negative 2.4%, the impact of net acquisitions was positive 0.3%, and the resulting organic revenue increase was 5.1%.

Operating Expenses
Total operating expenses increased 2.0% in the second quarter of 2016 from a year ago, compared with revenue growth of 2.2%, and increased 2.6% in the first half of 2016 from a year ago, compared with revenue growth of 3.0%.

During the second quarter of 2016, salaries and related expenses were $1.23 billion, an increase of 2.0% compared to the same period in 2015. During the first half of 2016, salaries and related expenses were $2.50 billion, an increase of 3.3% compared to the same period in 2015.

Staff cost ratio, which is total salaries and related expenses as a percentage of total revenue, was 64.1% in the second quarter of 2016 compared to 64.2% in the same period in 2015, and was 68.3% in the first half of 2016 compared to 68.1% in the same period in 2015.

During the second quarter of 2016, office and general expenses were $464.1 million, an increase of 2.0% compared to the same period in 2015. During the first half of 2016, office and general expenses were $914.3 million, an increase of 0.7% compared to the same period in 2015.

Office and general expenses were 24.2% of total revenue in the second quarter of 2016 compared to 24.3% in the same period in 2015, and were 25.0% in the first half of 2016 compared to 25.6% in the same period in 2015.

Non-Operating Results and Tax
Net interest expense of $18.9 million increased by $3.6 million in the second quarter of 2016 compared to the same period in 2015. For the first half of 2016, net interest expense of $35.7 million increased by $6.7 million compared to the same period in 2015.

The income tax provision in the second quarter of 2016 was $43.7 million on income before income taxes of $205.8 million, compared to a provision of $77.7 million on income before income taxes of $201.0 million in the same period in 2015. The provision includes a benefit of $23.4 million related to the conclusion and settlement of a tax examination of previous years.

The income tax provision in the first half of 2016 was $28.1 million on income before income taxes of $192.8 million, compared to a provision of $76.3 million on income before income taxes of $195.4 million in the same period in 2015. The provision includes a $12.2 million benefit from valuation allowance reversals as a consequence of the disposition of certain businesses, a $10.2 million benefit from the early adoption of the Financial Accounting Standards Board Accounting

Interpublic Group 909 Third Avenue New York, NY 10022 212-704-1200 tel 212-704-1201 fax




Standards Update (ASU) 2016-09, Stock Compensation, and a $23.4 million benefit related to the conclusion and settlement of a tax examination of previous years.

Balance Sheet
At June 30, 2016, cash, cash equivalents and marketable securities totaled $675.4 million, compared to $1.51 billion at December 31, 2015 and $855.6 million at June 30, 2015. Total debt was $1.82 billion at June 30, 2016, compared to $1.76 billion at December 31, 2015.

Share Repurchase Program and Common Stock Dividend
During the second quarter of 2016, the company repurchased 2.5 million shares of its common stock at an aggregate cost of $58.8 million and an average price of $23.26 per share, including fees. During the first half of 2016, the company repurchased 5.0 million shares of its common stock at an aggregate cost of $112.5 million and an average price of $22.47 per share, including fees.

During the second quarter of 2016, the company declared and paid a common stock cash dividend of $0.15 per share, for a total of $60.2 million.

For more information concerning the company's financial results, please refer to the accompanying slide presentation available on our website, www.interpublic.com.

# # #
About Interpublic
Interpublic is one of the world's leading organizations of advertising agencies and marketing services companies. Major global brands include BPN, CRAFT, FCB (Foote, Cone & Belding), FutureBrand, Golin, Huge, Initiative, Jack Morton Worldwide, MAGNA GLOBAL, McCann, Momentum, MRM//McCann, MullenLowe Group, Octagon, R/GA, UM and Weber Shandwick. Other leading brands include Avrett Free Ginsberg, Campbell Ewald, Carmichael Lynch, Deutsch, Hill Holliday, ID Media and The Martin Agency. For more information, please visit www.interpublic.com.


# # #

Contact Information
Tom Cunningham
(Press)
(212) 704-1326

Jerry Leshne
(Analysts, Investors)
(212) 704-1439

Interpublic Group 909 Third Avenue New York, NY 10022 212-704-1200 tel 212-704-1201 fax




Cautionary Statement

This release contains forward-looking statements. Statements in this release that are not historical facts, including statements about management's beliefs and expectations, constitute 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. 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:

potential effects of a challenging economy, for example, 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 assumptions we make in connection with our critical accounting estimates, including changes in assumptions associated with any effects of a weakened 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 rates, interest rates and currency exchange rates; and
developments from changes in the regulatory and legal environment for advertising and marketing and communications services companies around the world.

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.

Interpublic Group 909 Third Avenue New York, NY 10022 212-704-1200 tel 212-704-1201 fax




THE INTERPUBLIC GROUP OF COMPANIES, INC. AND SUBSIDIARIES
CONSOLIDATED SUMMARY OF EARNINGS
SECOND QUARTER REPORT 2016 AND 2015
(Amounts in Millions except Per Share Data)
(UNAUDITED)
 
 
 
 
 
Three months ended June 30,
 
 
2016
 
2015
 
Fav. (Unfav.)
% Variance
Revenue:
 
 
 
 
 
 
United States
$
1,169.1

 
$
1,112.1

 
5.1
 %
 
International
748.8

 
764.0

 
(2.0
)%
Total Revenue
1,917.9

 
1,876.1

 
2.2
 %
 
 
 
 
 
 
 
Operating Expenses:
 
 
 
 
 
 
Salaries and Related Expenses
1,229.0

 
1,205.2

 
(2.0
)%
 
Office and General Expenses
464.1

 
455.1

 
(2.0
)%
Total Operating Expenses
1,693.1

 
1,660.3

 
(2.0
)%
Operating Income
224.8

 
215.8

 
4.2
 %
Operating Margin %
11.7
%
 
11.5
%
 
 
 
 
 
 
 
 
 
Expenses and Other Income:
 
 
 
 
 
 
Interest Expense
(24.5
)
 
(20.3
)
 
 
 
Interest Income
5.6

 
5.0

 
 
 
Other (Expense) Income, Net
(0.1
)
 
0.5

 
 
Total (Expenses) and Other Income
(19.0
)
 
(14.8
)
 
 
 
 
 
 
 
 
 
Income before Income Taxes
205.8

 
201.0

 
 
Provision for Income Taxes
43.7

 
77.7

 
 
Income of Consolidated Companies
162.1

 
123.3

 
 
 
Equity in Net (Loss) Income of Unconsolidated Affiliates
(1.9
)
 
0.5

 
 
Net Income
160.2

 
123.8

 
 
 
Net Income Attributable to Noncontrolling Interests
(3.3
)
 
(2.6
)
 
 
Net Income Available to IPG Common Stockholders
$
156.9

 
$
121.2

 
 
 
 
 
 
 
 
Earnings Per Share Available to IPG Common Stockholders:
 
 
 
 
 
Basic
$
0.39

 
$
0.30

 
 
Diluted
$
0.38

 
$
0.29

 
 
 
 
 
 
 
 
Weighted-Average Number of Common Shares Outstanding:
 
 
 
 
 
Basic
400.1

 
410.5

 
 
Diluted
409.8

 
417.6

 
 
 
 
 
 
 
 
Dividends Declared Per Common Share
$
0.15

 
$
0.12

 
 
 
 
 
 
 
 
 
 
 
 
 
 

Interpublic Group 909 Third Avenue New York, NY 10022 212-704-1200 tel 212-704-1201 fax




THE INTERPUBLIC GROUP OF COMPANIES, INC. AND SUBSIDIARIES
CONSOLIDATED SUMMARY OF EARNINGS
SECOND QUARTER REPORT 2016 AND 2015
(Amounts in Millions except Per Share Data)
(UNAUDITED)
 
 
 
 
 
Six months ended June 30,
 
 
2016
 
2015
 
Fav. (Unfav.)
% Variance
Revenue:
 
 
 
 
 
 
United States
$
2,260.3

 
$
2,115.9

 
6.8
 %
 
International
1,399.6

 
1,436.2

 
(2.5
)%
Total Revenue
3,659.9

 
3,552.1

 
3.0
 %
 
 
 
 
 
 
 
Operating Expenses:
 
 
 
 
 
 
Salaries and Related Expenses
2,499.9

 
2,420.4

 
(3.3
)%
 
Office and General Expenses
914.3

 
908.1

 
(0.7
)%
Total Operating Expenses
3,414.2

 
3,328.5

 
(2.6
)%
Operating Income
245.7

 
223.6

 
9.9
 %
Operating Margin %
6.7
%
 
6.3
%
 
 
 
 
 
 
 
 
 
Expenses and Other Income:
 
 
 
 
 
 
Interest Expense
(47.1
)
 
(41.2
)
 
 
 
Interest Income
11.4

 
12.2

 
 
 
Other (Expense) Income, Net
(17.2
)
 
0.8

 
 
Total (Expenses) and Other Income
(52.9
)
 
(28.2
)
 
 
 
 
 
 
 
 
 
Income before Income Taxes
192.8

 
195.4

 
 
Provision for Income Taxes
28.1

 
76.3

 
 
Income of Consolidated Companies
164.7

 
119.1

 
 
 
Equity in Net (Loss) Income of Unconsolidated Affiliates
(1.8
)
 
0.5

 
 
Net Income
162.9

 
119.6

 
 
 
Net Income Attributable to Noncontrolling Interests
(0.6
)
 
(0.2
)
 
 
Net Income Available to IPG Common Stockholders
$
162.3

 
$
119.4

 
 
 
 
 
 
 
 
Earnings Per Share Available to IPG Common Stockholders:
 
 
 
 
 
Basic
$
0.41

 
$
0.29

 
 
Diluted
$
0.40

 
$
0.29

 
 
 
 
 
 
 
 
Weighted-Average Number of Common Shares Outstanding:
 
 
 
 
 
Basic
400.4

 
410.8

 
 
Diluted
409.4

 
417.6

 
 
 
 
 
 
 
 
Dividends Declared Per Common Share
$
0.30

 
$
0.24

 
 
 
 
 
 
 
 
 
 
 
 
 
 



Interpublic Group 909 Third Avenue New York, NY 10022 212-704-1200 tel 212-704-1201 fax




THE INTERPUBLIC GROUP OF COMPANIES, INC. AND SUBSIDIARIES
RECONCILIATION OF ADJUSTED RESULTS
(Amounts in Millions except Per Share Data)
(UNAUDITED)
 
 
 
Three Months Ended June 30, 2016
 
As Reported
 
Losses on Sales of Businesses
 
Adoption of ASU 2016-09
 
Settlement of Certain Tax Positions
 
Adjusted Results
Income Before Income Taxes
$
205.8

 
$
(3.7
)
 
 
 
 
 
$
209.5

Provision for Income Taxes
43.7

 
 
 
$
2.7

 
$
23.4

 
69.8

   Effective Tax Rate
21.2
%
 
 
 
 
 
 
 
33.3
%
Equity in Net Loss of Unconsolidated Affiliates
(1.9
)
 
 
 
 
 
 
 
(1.9
)
Net Income Attributable to Noncontrolling Interests
(3.3
)
 
 
 
 
 
 
 
(3.3
)
Net Income Available to IPG Common Stockholders
$
156.9

 
$
(3.7
)
 
$
2.7

 
$
23.4

 
$
134.5

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Weighted-Average Number of Common Shares Outstanding - Basic
400.1

 
 
 
 
 
 
 
400.1

Add: Effect of Dilutive Securities
 
 
 
 
 
 
 
 
 
   Restricted Stock, Stock Options and Other Equity Awards
9.7

 
 
 
1.8

 
 
 
7.9

Weighted-Average Number of Common Shares Outstanding - Diluted
409.8

 
 
 
1.8

 
 
 
408.0

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Earnings Per Share Available to IPG Common Stockholders:
 
 
 
 
 
 
 
 
 
   Basic
$
0.39

 
$
(0.01
)
 
$
0.01

 
$
0.06

 
$
0.34

   Diluted
$
0.38

 
$
(0.01
)
 
$
0.01

 
$
0.06

 
$
0.33

 
 
 
 
 
 
 
 
 
 

Interpublic Group 909 Third Avenue New York, NY 10022 212-704-1200 tel 212-704-1201 fax




THE INTERPUBLIC GROUP OF COMPANIES, INC. AND SUBSIDIARIES
RECONCILIATION OF ADJUSTED RESULTS
(Amounts in Millions except Per Share Data)
(UNAUDITED)
 
 
 
Six Months Ended June 30, 2016
 
As Reported
 
Losses on Sales of Businesses
 
Valuation Allowance Reversals
 
Adoption of ASU 2016-09
 
Settlement of Certain Tax Positions
 
Adjusted Results
Income Before Income Taxes
$
192.8

 
$
(20.0
)
 
 
 
 
 
 
 
$
212.8

Provision for Income Taxes
28.1

 
0.4

 
$
12.2

 
$
10.2

 
$
23.4

 
74.3

   Effective Tax Rate
14.6
%
 
 
 
 
 
 
 
 
 
34.9
%
Equity in Net Loss of Unconsolidated Affiliates
(1.8
)
 
 
 
 
 
 
 
 
 
(1.8
)
Net Income Attributable to Noncontrolling Interests
(0.6
)
 
 
 
 
 
 
 
 
 
(0.6
)
Net Income Available to IPG Common Stockholders
$
162.3

 
$
(19.6
)
 
$
12.2

 
$
10.2

 
$
23.4

 
$
136.1

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Weighted-Average Number of Common Shares Outstanding - Basic
400.4

 
 
 
 
 
 
 
 
 
400.4

Add: Effect of Dilutive Securities
 
 
 
 
 
 
 
 
 
 
 
   Restricted Stock, Stock Options and Other Equity Awards
9.0

 
 
 
 
 
1.5

 
 
 
7.5

Weighted-Average Number of Common Shares Outstanding - Diluted
409.4

 
 
 
 
 
1.5

 
 
 
407.9

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Earnings Per Share Available to IPG Common Stockholders:
 
 
 
 
 
 
 
 
 
 
 
  Basic
$
0.41

 
$
(0.05
)
 
$
0.03

 
$
0.03

 
$
0.06

 
$
0.34

  Diluted
$
0.40

 
$
(0.05
)
 
$
0.03

 
$
0.03

 
$
0.06

 
$
0.33

 
 
 
 
 
 
 
 
 
 
 
 


Interpublic Group 909 Third Avenue New York, NY 10022 212-704-1200 tel 212-704-1201 fax

investordeckq22016final
SECOND QUARTER 2016 EARNINGS CONFERENCE CALL July 21, 2016


 
Overview – Second Quarter 2016 Page 2 See reconciliation of organic revenue change on pages on 18 and 19 and diluted EPS on page 22. • Total revenue increase was 2.2% in Q2 and 3.0% in H1 • Organic revenue growth was 3.7% in Q2 and 5.1% in H1 • Operating margin +20 bps in Q2 and +40 bps in H1 • Diluted EPS was $0.38 in Q2, and was $0.33 as adjusted for below-the-line items, an increase of 14% • Repurchased 2.5 million shares in Q2, using $59 million


 
2016 2015 Revenue 1,917.9$ 1,876.1$ Salaries and Related Expenses 1,229.0 1,205.2 Off ice and General Expenses 464.1 455.1 Operating Income 224.8 215.8 Interest Expense (24.5) (20.3) Interest Income 5.6 5.0 Other (Expense) Income, net (0.1) 0.5 Income Before Income Taxes 205.8 201.0 Provision for Income Taxes 43.7 77.7 Equity in Net (Loss) Income of Unconsolidated Aff iliates (1.9) 0.5 Net Income 160.2 123.8 Net Income Attributable to Noncontrolling Interests (3.3) (2.6) 156.9$ 121.2$ Earnings per Share Available to IPG Common Stockholders: Basic 0.39$ 0.30$ Diluted 0.38$ 0.29$ Weighted-Average Number of Common Shares Outstanding: Basic 400.1 410.5 Diluted 409.8 417.6 Dividends Declared per Common Share 0.15$ 0.12$ Three Months Ended June 30, Net Income Available to IPG Common Stockholders Operating Performance (Amounts in Millions, except per share amounts) Page 3


 
2016 2015 Total Organic 2016 2015 Total Organic IAN 1,548.5$ 1,522.1$ 1.7% 3.9% 2,950.1$ 2,867.2$ 2.9% 5.6% CMG 369.4$ 354.0$ 4.4% 2.8% 709.8$ 684.9$ 3.6% 3.0% Change Six Months Ended Change Three Months Ended June 30, June 30, $ % Change $ % Change June 30, 2015 1,876.1$ 3,552.1$ Total change 41.8 2.2% 107.8 3.0% Foreign currency (33.0) (1.8%) (84.9) (2.4%) Net acquisitions/(divestitures) 6.1 0.3% 11.6 0.3% Organic 68.7 3.7% 181.1 5.1% June 30, 2016 1,917.9$ 3,659.9$ Three Months Ended Six Months Ended Revenue ($ in Millions) Page 4 See reconciliation of segment organic revenue change on pages 18 and 19. Integrated Agency Networks (“IAN”): McCann Worldgroup, FCB (Foote, Cone & Belding), MullenLowe Group, IPG Mediabrands, our digital specialist agencies and our domestic integrated agencies Constituency Management Group (“CMG”): Weber Shandwick, Golin, Jack Morton, FutureBrand, Octagon and our other marketing service specialists


 
Total Organic Total Organic United States 5.1% 4.6% 6.8% 6.4% International (2.0%) 2.3% (2.5%) 3.2% United Kingdom (0.6%) 1.2% (0.1%) 2.4% Continental Europe (2.5%) 0.5% (3.6%) 1.1% Asia Pacific (6.0%) (3.2%) (4.7%) (0.5%) Latin America (4.1%) 15.9% (9.5%) 13.9% All Other Markets 7.4% 7.3% 5.8% 7.3% Worldwide 2.2% 3.7% 3.0% 5.1% Three Months Ended June 30, 2016 Six Months Ended June 30, 2016 Geographic Revenue Change Page 5 “All Other Markets” includes Canada, Africa and the Middle East. See reconciliation of organic revenue change on pages 18 and 19.


 
(0.9%) 0.9% 3.8% 3.7% (10.8%) 7.0% 6.1% 0.7% 2.8% 5.5% 6.1% (12.0%) (10.0%) (8.0%) (6.0%) (4.0%) (2.0%) 0.0% 2.0% 4.0% 6.0% 8.0% 10.0% Q4-05 Q4-06 Q4-07 Q4-08 Q4-09 Q4-10 Q4-11 Q4-12 Q4-13 Q4-14 Q4-15 Organic Revenue Growth Page 6 See reconciliation on page 20. Trailing Twelve Months Q2-16 5.6%


 
Salaries & Related 2016 2015 $ Total Organic Three Months Ended June 30, 1,229.0$ 1,205.2$ 23.8$ 2.0% 3.5% % of Revenue 64.1% 64.2% Three months severance 19.2$ 16.9$ 2.3$ 13.6% % of Revenue 1.0% 0.9% Six Months Ended June 30, 2,499.9$ 2,420.4$ 79.5$ 3.3% 5.6% % of Revenue 68.3% 68.1% Six months severance 43.0$ 34.2$ 8.8$ 25.7% % of Revenue 1.2% 1.0% Office & General 2016 2015 $ Total Organic Three Months Ended June 30, 464.1$ 455.1$ 9.0$ 2.0% 4.1% % of Revenue 24.2% 24.3% Three months occupancy expense (ex-D&A) 125.9$ 110.3$ 15.6$ 14.1% % of Revenue 6.6% 5.9% Six Months Ended June 30, 914.3$ 908.1$ 6.2$ 0.7% 3.4% % of Revenue 25.0% 25.6% Six months occupancy expense (ex-D&A) 252.0$ 232.0$ 20.0$ 8.6% % of Revenue 6.9% 6.5% Change Change Operating Expenses ($ in Millions) Page 7 See reconciliation of organic measures on pages 18 and 19.


 
(1.7%) 1.7% 5.3% 8.5% 5.7% 8.4% 9.8% 9.8% 8.4% 10.5% 11.5% 11.6% 9.3% (4.0%) (2.0%) 0.0% 2.0% 4.0% 6.0% 8.0% 10.0% 12.0% Q4-05 Q4-06 Q4-07 Q4-08 Q4-09 Q4-10 Q4-11 Q4-12 Q4-13 Q4-14 Q4-15 Operating Margin Page 8 Trailing Twelve Months Q2-16 For the twelve months ended December 31, 2013, reported operating income of $598.3 includes our Q4 2013 restructuring charge of $60.6. Excluding this charge, adjusted operating income was $658.9, and adjusted operating margin is represented in green. ($ in Millions)


 
As Reported Losses on Sales of Businesses Valuation Allowance Reversals Adoption of ASU 2016-09 Settlement of Certain Tax Positions Adjusted Results Income Before Income Taxes 192.8$ (20.0)$ 212.8$ Provision for Income Taxes 28.1 0.4 12.2$ 10.2$ 23.4$ 74.3 Effective Tax Rate 14.6% 34.9% Diluted EPS Components: Net Income Available to IPG Common Stockholders 162.3$ (19.6)$ 12.2$ 10.2$ 23.4$ 136.1$ Weighted-Average Number of Common Shares Outstanding 409.4 1.5 407.9 Earnings Per Share Available to IPG Common Stockholders 0.40$ (0.05)$ 0.03$ 0.03$ 0.06$ 0.33$ Six Months Ended June 30, 2016 As Reported Losses on Sales of Businesses Adoption of ASU 2016-09 Settlement of Certain Tax Positions Adjusted Results Income Before Income Taxes 205.8$ (3.7)$ 209.5$ Provision for Income Taxes 43.7 2.7$ 23.4$ 69.8 Effective Tax Rate 21.2% 33.3% Diluted EPS Components: Net Income Available to IPG Common Stockholders 156.9$ (3.7)$ 2.7$ 23.4$ 134.5$ Weighted-Average Number of Common Shares Outstanding 409.8 1.8 408.0 Earnings Per Share Available to IPG Common Stockholders 0.38$ (0.01)$ 0.01$ 0.06$ 0.33$ Three Months Ended June 30, 2016 Adjusted Diluted Earnings Per Share (1) During the six months ended June 30, 2016, we recorded losses on sales of businesses in our international markets, primarily in Continental Europe. (2) During Q1 2016, we recorded valuation allowance reversals as a consequence of the disposition of certain businesses in Continental Europe. (3) During the six months ended June 30, 2016, we early adopted Financial Accounting Standards Board Accounting Standards Update 2016-09. See full reconciliation of adjusted diluted earnings per share on pages 22 and 23. Page 9 (Amounts in Millions, except per share amounts) (1) (2) (3) (3) (1) (4) During Q2 2016, we released reserves related to the conclusion and settlement of a tax examination of previous tax years. (4) (4)


 
June 30, December 31, June 30, 2016 2015 2015 CURRENT ASSETS: Cash and cash equivalents 672.6$ 1,502.9$ 848.9$ Marketable securities 2.8 6.8 6.7 Accounts receivable, net 3,945.0 4,361.0 3,976.7 Expenditures billable to clients 1,710.4 1,594.4 1,452.4 Other current assets 294.6 228.0 352.7 Total current assets 6,625.4$ 7,693.1$ 6,637.4$ CURRENT LIABILITIES: Accounts payable 5,857.7$ 6,672.0$ 5,669.8$ Accrued liabilities 588.4 760.3 603.8 Short-term borrowings 211.7 150.1 158.0 Current portion of long-term debt 24.5 1.9 2.0 Total current liabilities 6,682.3$ 7,584.3$ 6,433.6$ Balance Sheet – Current Portion ($ in Millions) Page 10


 
2016 2015 NET INCOME 160$ 124$ OPERATING ACTIVITIES Depreciation & amortization 57 57 Deferred taxes 24 32 Non-cash loss on sales of businesses 4 - Other non-cash items 7 5 Change in working capital, net (128) 42 Change in other non-current assets & liabilities (30) 1 Net cash provided by Operating Activities 94 261 INVESTING ACTIVITIES Capital expenditures (36) (30) Acquisitions, net of cash acquired (7) - Other investing activities (5) - Net cash used in Investing Activities (48) (30) FINANCING ACTIVITIES Common stock dividends (60) (50) Repurchase of common stock (59) (51) Acquisition-related payments (29) (26) Tax payments for employee shares withheld (4) (1) Distributions to noncontrolling interests (3) (7) Exercise of stock options 6 2 Net increase in short-term bank borrowings 82 21 Other financing activities - 2 Net cash used in Financing Activities (67) (110) Currency Effect 16 (7) (Decrease) Increase in Cash & S/T Marketable Securities (5)$ 114$ Three Months Ended June 30, Cash Flow ($ in Millions) Page 11 (1) (1) Excludes net purchases, sales and maturities of short-term marketable securities. See reconciliation on page 21. (2) As part of the adoption of FASB ASU 2016-09, we have reclassified the tax payments for employee shares withheld balance into Financing Activities in both periods presented. This amount was previously included in Change in working capital, net in Operating Activities. Additionally, the excess tax benefit from share-based payment arrangements amount is now reflected within Net Income for Q2 2016, as prospective adoption was required. (2)


 
$2,325 $2,102 $1,923 $1,719 $1,756 $1,644 $1,654 $1,722 $1,762 $1,820 $1,000 $1,500 $2,000 $2,500 $3,000 12/31/2007 12/31/2008 12/31/2009 12/31/2010 12/31/2011 12/31/2012 12/31/2013 12/31/2014 12/31/2015 6/30/2016 $2,431 Total Debt (1) ($ in Millions) Page 12 (2) (1) Includes current portion of long-term debt, short-term borrowings and long-term debt. (2) Includes our November 2012 debt issuances of $800 aggregate principal amount of Senior Notes, which pre-funded our plan to redeem a similar amount of debt in 2013.


 
Summary Page 13 • Solid performance against FY-16 financial objectives • Sustained traction from key strategic initiatives  Quality of our agency offerings, creative talent, embedded digital, and “open architecture” solutions  Performance in high-growth disciplines  Effective expense management • Focus is on continued growth and margin improvement • Financial strength continues to be a source of value creation


 
Appendix


 
2016 2015 Revenue 3,659.9$ 3,552.1$ Salaries and Related Expenses 2,499.9 2,420.4 Off ice and General Expenses 914.3 908.1 Operating Income 245.7 223.6 Interest Expense (47.1) (41.2) Interest Income 11.4 12.2 Other (Expense) Income, net (17.2) 0.8 Income Before Income Taxes 192.8 195.4 Provision for Income Taxes 28.1 76.3 Equity in Net (Loss) Income of Unconsolidated Aff iliates (1.8) 0.5 Net Income 162.9 119.6 Net Income Attributable to Noncontrolling Interests (0.6) (0.2) 162.3$ 119.4$ Earnings per Share Available to IPG Common Stockholders: Basic 0.41$ 0.29$ Diluted 0.40$ 0.29$ Weighted-Average Number of Common Shares Outstanding: Basic 400.4 410.8 Diluted 409.4 417.6 Dividends Declared per Common Share 0.30$ 0.24$ Net Income Available to IPG Common Stockholders Six Months Ended June 30, Operating Performance (Amounts in Millions, except per share amounts) Page 15


 
(1) Excludes net purchases, sales and maturities of short-term marketable securities. See reconciliation on page 21. (2) As part of the adoption of FASB ASU 2016-09, we have reclassified the tax payments for employee shares withheld balance into Financing Activities in both periods presented. This amount was previously included in Change in working capital, net in Operating Activities. Additionally, the excess tax benefit from share-based payment arrangements amount is now reflected within Net Income for Q2 2016, as prospective adoption was required. 2016 2015 NET INCOME 163$ 120$ OPERATING ACTIVITIES Depreciation & amortization 120 114 Deferred taxes (4) - Non-cash loss on sales of businesses 20 - Other non-cash items 35 18 Change in working capital, net (818) (743) Change in other non-current assets & liabilities (71) (29) Net cash used in Operating Activities (555) (520) INVESTING ACTIVITIES Capital expenditures (63) (50) Acquisitions, net of cash acquired (34) - Other investing activities (10) - Net cash used in Investing Activities (107) (50) FINANCING ACTIVITIES Common stock dividends (120) (99) Repurchase of common stock (113) (102) Acquisition-related payments (29) (28) Tax payments for employee shares withheld (23) (17) Distributions to noncontrolling interests (7) (8) Excess tax benefit from share-based payment arrangements - 9 Exercise of stock options 10 11 Net increase in short-term bank borrowings 57 55 Other financing activities - 2 Net cash used in Financing Activities (225) (177) Currency Effect 53 (65) Decrease in Cash & S/T Marketable Securities (834)$ (812)$ Six Months Ended June 30, Cash Flow ($ in Millions) Page 16 (1) (2) (2)


 
Q1 Q2 Q3 Q4 YTD 2016 Depreciation and amortization of fixed assets and intangible assets 38.0$ 39.8$ 77.8$ Amortization of restricted stock and other non-cash compensation 23.1 16.8 39.9 Net amortization of bond discounts and deferred financing costs 1.4 1.4 2.8 Q1 Q2 Q3 Q4 FY 2015 Depreciation and amortization of fixed assets and intangible assets 38.7$ 39.5$ 38.1$ 40.7$ 157.0$ Amortization of restricted stock and other non-cash compensation 16.8 16.4 16.5 20.6 70.3 Net amortization of bond discounts and deferred financing costs 1.4 1.4 1.4 1.6 5.8 2016 2015 Depreciation and Amortization ($ in Millions) Page 17


 
Three Months Ended June 30, 2015 Foreign Currency Net Acquisitions / (Divestitures) Three Months Ended June 30, 2016 Organic Total Segment Revenue IAN 1,522.1$ (28.8)$ (3.5)$ 58.7$ 1,548.5$ 3.9% 1.7% CMG 354.0 (4.2) 9.6 10.0 369.4 2.8% 4.4% Total 1,876.1$ (33.0)$ 6.1$ 68.7$ 1,917.9$ 3.7% 2.2% Geographic United States 1,112.1$ -$ 6.1$ 50.9$ 1,169.1$ 4.6% 5.1% International 764.0 (33.0) - 17.8 748.8 2.3% (2.0%) United Kingdom 156.7 (8.9) 6.0 1.9 155.7 1.2% (0.6%) Continental Europe 177.4 2.4 (7.8) 0.9 172.9 0.5% (2.5%) Asia Pacific 231.7 (6.9) 0.2 (7.3) 217.7 (3.2%) (6.0%) Latin America 90.5 (14.7) (3.4) 14.4 86.8 15.9% (4.1%) All Other Markets 107.7 (4.9) 5.0 7.9 115.7 7.3% 7.4% Worldwide 1,876.1$ (33.0)$ 6.1$ 68.7$ 1,917.9$ 3.7% 2.2% Expenses Salaries & Related 1,205.2$ (19.8)$ 1.3$ 42.3$ 1,229.0$ 3.5% 2.0% Office & General 455.1 (9.6) 0.1 18.5 464.1 4.1% 2.0% Total 1,660.3$ (29.4)$ 1.4$ 60.8$ 1,693.1$ 3.7% 2.0% Components of Change Change Organic Reconciliation of Organic Measures ($ in Millions) Page 18


 
Six Months Ended June 30, 2015 Foreign Currency Net Acquisitions / (Divestitures) Organic Six Months Ended June 30, 2016 Organic Total Segment Revenue IAN 2,867.2$ (73.0)$ (4.7)$ 160.6$ 2,950.1$ 5.6% 2.9% CMG 684.9 (11.9) 16.3 20.5 709.8 3.0% 3.6% Total 3,552.1$ (84.9)$ 11.6$ 181.1$ 3,659.9$ 5.1% 3.0% Geographic United States 2,115.9$ -$ 9.8$ 134.6$ 2,260.3$ 6.4% 6.8% International 1,436.2 (84.9) 1.8 46.5 1,399.6 3.2% (2.5%) United Kingdom 321.6 (18.2) 10.3 7.6 321.3 2.4% (0.1%) Continental Europe 332.5 (3.8) (11.7) 3.5 320.5 1.1% (3.6%) Asia Pacific 419.5 (17.8) 0.4 (2.3) 399.8 (0.5%) (4.7%) Latin America 168.0 (33.4) (5.9) 23.4 152.1 13.9% (9.5%) All Other Markets 194.6 (11.7) 8.7 14.3 205.9 7.3% 5.8% Worldwide 3,552.1$ (84.9)$ 11.6$ 181.1$ 3,659.9$ 5.1% 3.0% Expenses Salaries & Related 2,420.4$ (57.9)$ 2.8$ 134.6$ 2,499.9$ 5.6% 3.3% Office & General 908.1 (25.2) 0.5 30.9 914.3 3.4% 0.7% Total 3,328.5$ (83.1)$ 3.3$ 165.5$ 3,414.2$ 5.0% 2.6% Components of Change Change Reconciliation of Organic Measures ($ in Millions) Page 19


 
Reconciliation of Organic Revenue Growth ($ in Millions) Page 20 Last Twelve Months Ending Beginning of Period Revenue Foreign Currency Net Acquisitions / (Divestitures) Organic End of Period Revenue 12/31/05 6,387.0$ 40.4$ (107.4)$ (56.2)$ 6,263.8$ 3/31/06 6,323.8 (10.9) (132.6) 81.5 6,261.8 6/30/06 6,418.4 (8.8) (157.5) (68.5) 6,183.6 9/30/06 6,335.9 (13.9) (140.4) 15.6 6,197.2 12/31/06 6,263.8 20.7 (165.5) 57.8 6,176.8 3/31/07 6,261.8 78.4 (147.2) 16.0 6,209.0 6/30/07 6,183.6 102.4 (124.7) 166.6 6,327.9 9/30/07 6,197.2 137.3 (110.9) 209.2 6,432.8 12/31/07 6,176.8 197.5 (70.7) 233.1 6,536.7 3/31/08 6,209.0 217.8 (45.9) 280.6 6,661.5 6/30/08 6,327.9 244.8 (12.6) 282.4 6,842.5 9/30/08 6,432.8 237.4 32.8 317.2 7,020.2 12/31/08 6,536.7 71.5 87.6 243.0 6,938.8 3/31/09 6,661.5 (88.3) 114.7 91.9 6,779.8 6/30/09 6,842.5 (286.2) 139.2 (275.3) 6,420.2 9/30/09 7,020.2 (390.1) 115.2 (636.4) 6,108.9 12/31/09 6,938.8 (251.6) 69.1 (748.9) 6,007.4 3/31/10 6,779.8 (88.2) 36.0 (705.4) 6,022.2 6/30/10 6,420.2 59.1 2.0 (316.9) 6,164.4 9/30/10 6,108.9 117.7 9.6 60.1 6,296.3 12/31/10 6,007.4 63.3 17.0 419.6 6,507.3 3/31/11 6,022.2 21.0 18.2 583.7 6,645.1 6/30/11 6,164.4 61.5 12.4 535.8 6,774.1 9/30/11 6,296.3 119.1 (7.7) 539.5 6,947.2 12/31/11 6,507.3 122.2 (8.6) 393.7 7,014.6 3/31/12 6,645.1 92.9 (1.4) 310.0 7,046.6 6/30/12 6,774.1 (14.3) 14.5 247.3 7,021.6 9/30/12 6,947.2 (117.2) 39.7 95.8 6,965.5 12/31/12 7,014.6 (147.6) 41.8 47.4 6,956.2 3/31/13 7,046.6 (143.7) 48.2 41.3 6,992.4 6/30/13 7,021.6 (111.4) 56.9 65.8 7,032.9 9/30/13 6,965.5 (80.3) 49.5 128.2 7,062.9 12/31/13 6,956.2 (80.4) 50.3 196.2 7,122.3 3/31/14 6,992.4 (89.9) 51.2 263.1 7,216.8 6/30/14 7,032.9 (80.6) 51.6 308.1 7,312.0 9/30/14 7,062.9 (53.5) 74.3 369.0 7,452.7 12/31/14 7,122.3 (75.5) 95.3 395.0 7,537.1 3/31/15 7,216.8 (125.7) 98.4 386.1 7,575.6 6/30/15 7,312.0 (223.5) 85.3 426.5 7,600.3 9/30/15 7,452.7 (336.2) 58.3 449.9 7,624.7 12/31/15 7,537.1 (408.5) 23.7 461.5 7,613.8 3/31/16 7,575.6 (388.5) 11.9 480.8 7,679.8 6/30/16 7,600.3 (315.6) 10.8 426.1 7,721.6 Components of Change During the Period


 
2016 2015 2016 2015 INVESTING ACTIVITIES Net cash used in Investing Activities per presentation (48)$ (30)$ (107)$ (50)$ Net purchase, sales and maturities of short-term marketable securities 4 - 4 - Net cash used in Investing Activities as reported (44)$ (30)$ (103)$ (50)$ Three Months Ended June 30, Six Months Ended June 30, Reconciliation of Investing Cash Flow ($ in Millions) Page 21


 
As Reported Losses on Sales of Businesses Adoption of ASU 2016-09 Settlement of Certain Tax Positions Adjusted Results Income Before Income Taxes 205.8$ (3.7)$ 209.5$ Provision for Income Taxes 43.7 2.7$ 23.4$ 69.8 Effective Tax Rate 21.2% 33.3% Equity in Net Loss of Unconsolidated Aff iliates (1.9) (1.9) Net Income Attributable to Noncontrolling Interests (3.3) (3.3) 156.9$ (3.7)$ 2.7$ 23.4$ 134.5$ Weighted-Average Number of Common Shares Outstanding - Basic 400.1 400.1 Add: Effect of Dilutive Securities Restricted Stock, Stock Options and Other Equity Aw ards 9.7 1.8 7.9 Weighted-Average Number of Common Shares Outstanding - Diluted 409.8 1.8 408.0 Earnings Per Share Available to IPG Common Stockholders - Basic 0.39$ (0.01)$ 0.01$ 0.06$ 0.34$ Earnings Per Share Available to IPG Common Stockholders - Diluted 0.38$ (0.01)$ 0.01$ 0.06$ 0.33$ Three Months Ended June 30, 2016 Net lncome Available to IPG Common Stockholders - Basic and Diluted Reconciliation Adjusted Results - QTD (1) Page 22 (1) The following table reconciles our reported results to our adjusted non-GAAP results that exclude the losses on sales of businesses in our international markets, primarily in Continental Europe, the effect of the adoption of ASU 2016-09 and the release of reserves related to the conclusion and settlement of a tax examination of previous tax years. Management believes the resulting comparisons provide useful supplemental data that, while not a substitute for GAAP measures, allow for greater transparency in the review of our financial and operational performance. (Amounts in Millions, except per share amounts)


 
As Reported Losses on Sales of Businesses Valuation Allowance Reversals Adoption of ASU 2016-09 Settlement of Certain Tax Positions Adjusted Results Income Before Income Taxes 192.8$ (20.0)$ 212.8$ Provision for Income Taxes 28.1 0.4 12.2$ 10.2$ 23.4$ 74.3 Effective Tax Rate 14.6% 34.9% Equity in Net Loss of Unconsolidated Aff iliates (1.8) (1.8) Net Income Attributable to Noncontrolling Interests (0.6) (0.6) 162.3$ (19.6)$ 12.2$ 10.2$ 23.4$ 136.1$ Weighted-Average Number of Common Shares Outstanding - Basic 400.4 400.4 Add: Effect of Dilutive Securities Restricted Stock, Stock Options and Other Equity Aw ards 9.0 1.5 7.5 Weighted-Average Number of Common Shares Outstanding - Diluted 409.4 1.5 407.9 Earnings Per Share Available to IPG Common Stockholders - Basic 0.41$ (0.05)$ 0.03$ 0.03$ 0.06$ 0.34$ Earnings Per Share Available to IPG Common Stockholders - Diluted 0.40$ (0.05)$ 0.03$ 0.03$ 0.06$ 0.33$ Six Months Ended June 30, 2016 Net lncome Available to IPG Common Stockholders - Basic and Diluted Reconciliation Adjusted Results - YTD (1) Page 23 (1) The following table reconciles our reported results to our adjusted non-GAAP results that exclude the losses on sales of businesses in our international markets, primarily in Continental Europe, valuation allowance reversals as a result of the disposition of those businesses in Continental Europe, the effect of the adoption of ASU 2016-09 and the release of reserves related to the conclusion and settlement of a tax examination of previous tax years. Management believes the resulting comparisons provide useful supplemental data that, while not a substitute for GAAP measures, allow for greater transparency in the review of our financial and operational performance. (Amounts in Millions, except per share amounts)


 
Metrics Update


 
SALARIES & RELATED Trailing Twelve Months (% of revenue) Base, Benefits & Tax Incentive Expense Severance Expense Temporary Help OFFICE & GENERAL Trailing Twelve Months (% of revenue) Professional Fees Occupancy Expense (ex-D&A) T&E, Office Supplies & Telecom All Other O&G FINANCIAL Available Liquidity $1.0 Billion 5-Year Credit Facility Covenants Category Metric Metrics Update Page 25


 
64.2% 63.8% 63.9% 60.0% 62.0% 64.0% 66.0% 6/30/2015 12/31/2015 6/30/2016 % of Revenue, Trailing Twelve Months Salaries & Related Expenses Page 26


 
1.0% 0.9% 1.2% 1.0% 0.0% 1.0% 2.0% 3.0% Severance Expense Three Months Six Months 3.8% 3.8% 3.9% 3.8% 0.0% 2.0% 4.0% 6.0% Temporary Help Three Months Six Months 3.0% 3.7% 3.8% 3.8% 0.0% 2.0% 4.0% 6.0% Incentive Expense Six MonthsThree Months 54.1% 53.2% 56.7% 56.6% 45.0% 50.0% 55.0% 60.0% Base, Benefits & Tax Three Months Six Months Salaries & Related Expenses (% of Revenue) Page 27 Three and Six Months Ended June 30 “All Other Salaries & Related,” not shown, was 2.2% and 2.6% for the three months ended June 30, 2016 and 2015, respectively, and 2.7% and 2.9% for the six months ended June 30, 2016 and 2015, respectively. 2016 2015


 
24.9% 24.7% 24.5% 21.0% 23.0% 25.0% 27.0% 6/30/2015 12/31/2015 6/30/2016 % of Revenue, Trailing Twelve Months Office & General Expenses Page 28


 
1.5% 1.5% 1.6% 1.6% 0.0% 1.0% 2.0% 3.0% Professional Fees Three Months Six Months 6.6% 5.9% 6.9% 6.5% 4.0% 6.0% 8.0% 10.0% Occupancy Expense (ex-D&A) Three Months Six Months 12.7% 13.4% 13.1% 13.9% 10.0% 12.0% 14.0% 16.0% All Other O&G Three Months Six Months 3.4% 3.5% 3.4% 3.6% 2.0% 3.0% 4.0% 5.0% T&E, Office Supplies & Telecom Office & General Expenses (% of Revenue) Page 29 Three and Six Months Ended June 30 “All Other O&G” primarily includes production expenses and, to a lesser extent, depreciation and amortization, bad debt expense, adjustments to contingent acquisition obligations, foreign currency losses (gains), spending to support new business activity, net restructuring and other reorganization-related charges (reversals), long-lived asset impairments and other expenses. 2016 2015


 
$856 $881 $1,510 $680 $675 $983 $984 $996 $996 $995 $0 $500 $1,000 $1,500 $2,000 $2,500 $3,000 6/30/2015 9/30/2015 12/31/2015 3/31/2016 6/30/2016 Cash, Cash Equivalents and Short-Term Marketable Securities Available Committed Credit Facility Available Liquidity ($ in Millions) Page 30 Cash, Cash Equivalents and Short-Term Marketable Securities + Available Committed Credit Facility


 
Last Twelve Months Ending June 30, 2016 I. Interest Coverage Ratio (not less than): 5.00x Actual Interest Coverage Ratio: 18.40x II. Leverage Ratio (not greater than): 3.50x Actual Leverage Ratio: 1.61x Interest Coverage Ratio - Interest Expense Reconciliation Last Twelve Months Ending June 30, 2016 Interest Expense: $91.7 - Interest income 22.0 - Other 8.4 Net interest expense : $61.3 EBITDA Reconciliation Last Twelve Months Ending June 30, 2016 Operating Income: $894.0 + Depreciation and amortization 233.6 + Other non-cash charges 0.5 EBITDA : $1,128.1 Covenants $1.0 Billion 5-Year Credit Facility Covenants ($ in Millions) Page 31 (1) Calculated as defined in the Credit Agreement. (1) (1)


 
Cautionary Statement Page 32 This investor presentation contains forward-looking statements. Statements in this investor presentation that are not historical facts, including statements about management’s beliefs and expectations, constitute 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 in our most recent Annual Report on Form 10-K under Item 1A, Risk Factors. 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: ➔ potential effects of a challenging economy, for example, 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 assumptions we make in connection with our critical accounting estimates, including changes in assumptions associated with any effects of a weakened 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 rates, interest rates and currency exchange rates; and ➔ developments from changes in the regulatory and legal environment for advertising and marketing and communications services companies around the world. Investors should carefully consider these factors and the additional risk factors outlined in more detail in our most recent Annual Report on Form 10-K under Item 1A, Risk Factors.