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): October 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 October 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 third quarter and first nine 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 October 21, 2016 (furnished pursuant to Item 2.02)

Exhibit 99.2: Investor presentation dated October 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: October 21, 2016
By:        /s/ Andrew Bonzani                           
 
Name:   Andrew Bonzani
Title:     Senior Vice President, General Counsel and Secretary








Exhibit


https://cdn.kscope.io/6ecd73f5a4fe5ef6c4a50d6e61220ed2-ipglogo2015a02.jpg

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


Interpublic Announces Third Quarter and
First Nine Months 2016 Results

Third quarter reported revenue increase of 3.0% and organic revenue increase of 4.3%
Third quarter operating margin of 10.8% compared to 10.3% in the prior-year period and operating income growth of 8.0% to $207.2 million
Third quarter diluted earnings per share was $0.32, and $0.31 as adjusted for below-the-line items, an increase of 15% from adjusted Q3-15
First nine months reported revenue increase of 3.0%, organic revenue increase of 4.8%, and operating profit increase of 9.0%
First nine months diluted earnings per share was $0.71, and $0.64 as adjusted for below-the-line items, an increase of 16% from the comparable adjusted prior-year results
Company upgrades full-year organic revenue growth target range to 4%-5% and affirms it is on track to deliver operating margin increase of 50 basis points or more for the full-year

Summary

Revenue
Third quarter 2016 revenue increased 3.0% to $1.92 billion, compared to $1.87 billion in the third quarter of 2015, with an organic revenue increase of 4.3% compared to the prior-year period. This was comprised of an organic increase of 1.8% in the U.S. and 8.1% internationally.
First nine months 2016 revenue increased 3.0% to $5.58 billion, compared to $5.42 billion in the first nine months of 2015, with an organic revenue increase of 4.8% compared to the prior-year period. This was comprised of an organic revenue increase of 4.8% in the U.S. and 4.9% internationally.

Operating Results
Operating income in the third quarter of 2016 was $207.2 million, compared to $191.9 million in 2015. Operating margin was 10.8% for the third quarter of 2016, compared to 10.3% in 2015.
For the first nine months of 2016, operating income was $452.9 million, compared to $415.5 million in 2015. Operating margin was 8.1% for the first nine months of 2016, compared to 7.7% for the first nine months of 2015.

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





Net Results
Third quarter 2016 net income available to IPG common stockholders was $128.6 million, resulting in basic and diluted earnings per share of $0.32. This compares to net income available to IPG common stockholders a year ago of $74.9 million, resulting in basic and diluted earnings per share of $0.18.
As adjusted to primarily exclude a non-operating pre-tax gain of $3.9 million on the sale of businesses, which is chiefly non-cash, in "Other (Expense) Income, net," adjusted net income available to IPG common stockholders would be $124.4 million and adjusted diluted earnings per share would be $0.31 for the third quarter 2016. This compares to adjusted net income available to IPG common stockholders a year ago of $110.2 million, and adjusted diluted earnings per share of $0.27.
First nine months 2016 net income available to IPG common stockholders was $290.9 million, resulting in earnings of $0.73 per basic share and $0.71 per diluted share. This compares to net income available to IPG common stockholders a year ago of $194.3 million, resulting in basic and diluted earnings per share of $0.47.
First nine months results include a non-operating pre-tax loss of $16.1 million on the sales of businesses, in "Other (Expense) Income, net," which is chiefly non-cash. The income tax provision includes valuation allowance reversals of $12.2 million as a consequence of the disposition of certain businesses, a benefit of $10.5 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. Excluding these items, net income available to IPG common stockholders would be $260.5 million, resulting in diluted earnings per share of $0.64. This compares to adjusted net income available to IPG common stockholders a year ago of $229.6 million, and adjusted diluted earnings per share of $0.55.

"The quarter reflected solid revenue and profit increases, with positive momentum from a broad range of our creative, marketing services and media offerings," said Michael I. Roth, Interpublic's Chairman and CEO. "Our digital capabilities also continued to be very significant drivers of growth, which demonstrates that we remain highly relevant in today's complex media and marketing landscape. Operationally, we once again demonstrated the ability to manage expenses effectively, a key priority for us. Going forward, the overall tone of business remains solid and, in light of the strength of our offerings and our organic revenue performance through nine months, we believe it's appropriate to raise our full-year organic growth target to a range of 4 to 5 percent. We also feel that we remain well-positioned to achieve 2016 operating margin expansion of 50 basis points or more. Combined with the strength of our balance sheet and our proven commitment to robust capital return programs, which have been a source of significant value creation, this will allow us to further enhance shareholder value."


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




Operating Results

Revenue
Revenue of $1.92 billion in the third quarter of 2016 increased 3.0% compared with the same period in 2015. During the quarter, the effect of foreign currency translation was negative 1.7%, the impact of net acquisitions was positive 0.4%, and the resulting organic revenue increase was 4.3%.

Revenue of $5.58 billion in the first nine months of 2016 increased 3.0% compared with the first nine months of 2015. During the first nine months of 2016, the effect of foreign currency translation was negative 2.1%, the impact of net acquisitions was positive 0.3%, and the resulting organic revenue increase was 4.8%.

Operating Expenses
Total operating expenses increased 2.5% in the third quarter of 2016 from a year ago, compared with revenue growth of 3.0%, and increased 2.5% in the first nine months of 2016 from a year ago, compared with revenue growth of 3.0%.

During the third quarter of 2016, salaries and related expenses were $1.23 billion, an increase of 2.2% compared to the same period in 2015. During the first nine months of 2016, salaries and related expenses were $3.73 billion, an increase of 2.9% compared to the same period in 2015.

Staff cost ratio, which is total salaries and related expenses as a percentage of total revenue, was 63.9% in the third quarter of 2016 compared to 64.4% in the same period in 2015, and was 66.8% in the first nine months of 2016 compared to 66.9% in the same period in 2015.

During the third quarter of 2016, office and general expenses were $486.2 million, an increase of 3.1% compared to the same period in 2015. During the first nine months of 2016, office and general expenses were $1,400.5 million, an increase of 1.5% compared to the same period in 2015.

Office and general expenses remained flat at 25.3% of total revenue in the third quarter of 2016 compared to the same period in 2015, and were 25.1% in the first nine months of 2016 compared to 25.5% in the same period in 2015.

Non-Operating Results and Tax
Net interest expense of $17.0 million increased by $1.3 million in the third quarter of 2016 compared to the same period in 2015. For the first nine months of 2016, net interest expense of $52.7 million increased by $8.0 million compared to the same period in 2015.

The income tax provision in the third quarter of 2016 was $63.8 million on income before income taxes of $196.3 million, compared to a provision of $61.1 million on income before income taxes of $139.0 million in the same period in 2015.

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





The income tax provision in the first nine months of 2016 was $91.9 million on income before income taxes of $389.1 million, compared to a provision of $137.4 million on income before income taxes of $334.4 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 $10.5 million benefit from the early adoption of the Financial Accounting Standards Board Accounting 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 September 30, 2016, cash, cash equivalents and marketable securities totaled $894.6 million, compared to $1.51 billion at December 31, 2015 and $881.2 million at September 30, 2015. Total debt was $1.74 billion at September 30, 2016, compared to $1.76 billion at December 31, 2015.

Share Repurchase Program and Common Stock Dividend
During the third quarter of 2016, the company repurchased 3.5 million shares of its common stock at an aggregate cost of $80.8 million and an average price of $23.01 per share, including fees. During the first nine months of 2016, the company repurchased 8.5 million shares of its common stock at an aggregate cost of $193.3 million and an average price of $22.69 per share, including fees.

During the third quarter of 2016, the company declared and paid a common stock cash dividend of $0.15 per share, for a total of $59.5 million.

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

# # #

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




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, 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
THIRD QUARTER REPORT 2016 AND 2015
(Amounts in Millions except Per Share Data)
(UNAUDITED)
 
 
 
 
 
Three months ended September 30,
 
 
2016
 
2015
 
Fav. (Unfav.)
% Variance
Revenue:
 
 
 
 
 
 
United States
$
1,165.9

 
$
1,138.5

 
2.4
 %
 
International
756.3

 
727.0

 
4.0
 %
Total Revenue
1,922.2

 
1,865.5

 
3.0
 %
 
 
 
 
 
 
 
Operating Expenses:
 
 
 
 
 
 
Salaries and Related Expenses
1,228.8

 
1,202.2

 
(2.2
)%
 
Office and General Expenses
486.2

 
471.4

 
(3.1
)%
Total Operating Expenses
1,715.0

 
1,673.6

 
(2.5
)%
Operating Income
207.2

 
191.9

 
8.0
 %
Operating Margin %
10.8
%
 
10.3
%
 
 
 
 
 
 
 
 
 
Expenses and Other Income:
 
 
 
 
 
 
Interest Expense
(21.7
)
 
(21.3
)
 
 
 
Interest Income
4.7

 
5.6

 
 
 
Other Income (Expense), Net
6.1

 
(37.2
)
 
 
Total (Expenses) and Other Income
(10.9
)
 
(52.9
)
 
 
 
 
 
 
 
 
 
Income Before Income Taxes
196.3

 
139.0

 
 
Provision for Income Taxes
63.8

 
61.1

 
 
Income of Consolidated Companies
132.5

 
77.9

 
 
 
Equity in Net Income of Unconsolidated Affiliates
0.2

 
0.1

 
 
Net Income
132.7

 
78.0

 
 
 
Net Income Attributable to Noncontrolling Interests
(4.1
)
 
(3.1
)
 
 
Net Income Available to IPG Common Stockholders
$
128.6

 
$
74.9

 
 
 
 
 
 
 
 
Earnings Per Share Available to IPG Common Stockholders:
 
 
 
 
 
Basic
$
0.32

 
$
0.18

 
 
Diluted
$
0.32

 
$
0.18

 
 
 
 
 
 
 
 
Weighted-Average Number of Common Shares Outstanding:
 
 
 
 
 
Basic
397.7

 
407.6

 
 
Diluted
407.9

 
415.5

 
 
 
 
 
 
 
 
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
THIRD QUARTER REPORT 2016 AND 2015
(Amounts in Millions except Per Share Data)
(UNAUDITED)
 
 
 
 
 
Nine months ended September 30,
 
 
2016
 
2015
 
Fav. (Unfav.)
% Variance
Revenue:
 
 
 
 
 
 
United States
$
3,426.2

 
$
3,254.4

 
5.3
 %
 
International
2,155.9

 
2,163.2

 
(0.3
)%
Total Revenue
5,582.1

 
5,417.6

 
3.0
 %
 
 
 
 
 
 
 
Operating Expenses:
 
 
 
 
 
 
Salaries and Related Expenses
3,728.7

 
3,622.6

 
(2.9
)%
 
Office and General Expenses
1,400.5

 
1,379.5

 
(1.5
)%
Total Operating Expenses
5,129.2

 
5,002.1

 
(2.5
)%
Operating Income
452.9

 
415.5

 
9.0
 %
Operating Margin %
8.1
%
 
7.7
%
 
 
 
 
 
 
 
 
 
Expenses and Other Income:
 
 
 
 
 
 
Interest Expense
(68.8
)
 
(62.5
)
 
 
 
Interest Income
16.1

 
17.8

 
 
 
Other Expense, Net
(11.1
)
 
(36.4
)
 
 
Total (Expenses) and Other Income
(63.8
)
 
(81.1
)
 
 
 
 
 
 
 
 
 
Income Before Income Taxes
389.1

 
334.4

 
 
Provision for Income Taxes
91.9

 
137.4

 
 
Income of Consolidated Companies
297.2

 
197.0

 
 
 
Equity in Net (Loss) Income of Unconsolidated Affiliates
(1.6
)
 
0.6

 
 
Net Income
295.6

 
197.6

 
 
 
Net Income Attributable to Noncontrolling Interests
(4.7
)
 
(3.3
)
 
 
Net Income Available to IPG Common Stockholders
$
290.9

 
$
194.3

 
 
 
 
 
 
 
 
Earnings Per Share Available to IPG Common Stockholders:
 
 
 
 
 
Basic
$
0.73

 
$
0.47

 
 
Diluted
$
0.71

 
$
0.47

 
 
 
 
 
 
 
 
Weighted-Average Number of Common Shares Outstanding:
 
 
 
 
 
Basic
399.5

 
409.7

 
 
Diluted
408.8

 
417.0

 
 
 
 
 
 
 
 
Dividends Declared Per Common Share
$
0.45

 
$
0.36

 
 
 
 
 
 
 
 
 
 
 
 
 
 



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 September 30, 2016
 
As Reported
 
Gain on Sale of Business
 
Adoption of ASU 2016-09
 
Adjusted Results
Income Before Income Taxes
$
196.3

 
$
3.9

 
 
 
$
192.4

Provision for Income Taxes
63.8

 
 
 
$
0.3

 
64.1

   Effective Tax Rate
32.5
%
 
 
 
 
 
33.3
%
Equity in Net Income of Unconsolidated Affiliates
0.2

 
 
 
 
 
0.2

Net Income Attributable to Noncontrolling Interests
(4.1
)
 
 
 
 
 
(4.1
)
Net Income Available to IPG Common Stockholders
$
128.6

 
$
3.9

 
$
0.3

 
$
124.4

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Weighted-Average Number of Common Shares Outstanding - Basic
397.7

 
 
 
 
 
397.7

Add: Effect of Dilutive Securities
 
 
 
 
 
 
 
   Restricted Stock, Stock Options and Other Equity Awards
10.2

 
 
 
1.6

 
8.6

Weighted-Average Number of Common Shares Outstanding - Diluted
407.9

 
 
 
1.6

 
406.3

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Earnings Per Share Available to IPG Common Stockholders:
 
 
 
 
 
 
 
   Basic
$
0.32

 
$
0.01

 
$
0.00

 
$
0.31

   Diluted
$
0.32

 
$
0.01

 
$
0.00

 
$
0.31

 
 
 
 
 
 
 
 

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)
 
 
 
Nine Months Ended September 30, 2016
 
As Reported
 
Net Losses on Sales of Businesses
 
Valuation Allowance Reversals
 
Adoption of ASU 2016-09
 
Settlement of Certain Tax Positions
 
Adjusted Results
Income Before Income Taxes
$
389.1

 
$
(16.1
)
 
 
 
 
 
 
 
$
405.2

Provision for Income Taxes
91.9

 
0.4

 
$
12.2

 
$
10.5

 
$
23.4

 
138.4

   Effective Tax Rate
23.6
%
 
 
 
 
 
 
 
 
 
34.2
%
Equity in Net Loss of Unconsolidated Affiliates
(1.6
)
 
 
 
 
 
 
 
 
 
(1.6
)
Net Income Attributable to Noncontrolling Interests
(4.7
)
 
 
 
 
 
 
 
 
 
(4.7
)
Net Income Available to IPG Common Stockholders
$
290.9

 
$
(15.7
)
 
$
12.2

 
$
10.5

 
$
23.4

 
$
260.5

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Weighted-Average Number of Common Shares Outstanding - Basic
399.5

 
 
 
 
 
 
 
 
 
399.5

Add: Effect of Dilutive Securities
 
 
 
 
 
 
 
 
 
 
 
   Restricted Stock, Stock Options and Other Equity Awards
9.3

 
 
 
 
 
1.6

 
 
 
7.7

Weighted-Average Number of Common Shares Outstanding - Diluted
408.8

 
 
 
 
 
1.6

 
 
 
407.2

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Earnings Per Share Available to IPG Common Stockholders:
 
 
 
 
 
 
 
 
 
 
 
  Basic
$
0.73

 
$
(0.04
)
 
$
0.03

 
$
0.03

 
$
0.06

 
$
0.65

  Diluted
$
0.71

 
$
(0.04
)
 
$
0.03

 
$
0.03

 
$
0.06

 
$
0.64

 
 
 
 
 
 
 
 
 
 
 
 


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 September 30, 2015
 
As Reported
 
Loss on Sales of Businesses1
 
Ex - Loss on Sales of Businesses
Income Before Income Taxes
$
139.0

 
$
(38.0
)
 
$
177.0

Provision for Income Taxes
61.1

 
2.7

 
63.8

   Effective Tax Rate
44.0
%
 
 
 
36.0
%
Equity in Net Income of Unconsolidated Affiliates
0.1

 
 
 
0.1

Net Income Attributable to Noncontrolling Interests
(3.1
)
 
 
 
(3.1
)
Net Income Available to IPG Common Stockholders
$
74.9

 
$
(35.3
)
 
$
110.2

 
 
 
 
 
 
 
 
 
 
 
 
Weighted-Average Number of Common Shares Outstanding - Basic
407.6

 
 
 
407.6

Add: Effect of Dilutive Securities
 
 
 
 
 
   Restricted Stock, Stock Options and Other Equity Awards
7.9

 
 
 
7.9

Weighted-Average Number of Common Shares Outstanding - Diluted
415.5

 
 
 
415.5

 
 
 
 
 
 
 
 
 
 
 
 
Earnings Per Share Available to IPG Common Stockholders:
 
 
 
 
 
  Basic
$
0.18

 
$
(0.09
)
 
$
0.27

  Diluted
$
0.18

 
$
(0.09
)
 
$
0.27

 
 
 
 
 
 
1  Includes losses on completed dispositions of businesses and the classification of certain assets as held for sale.


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)

 
 
 
Nine Months Ended September 30, 2015
 
As Reported
 
Loss on Sales of Businesses1
 
Ex - Loss on Sales of Businesses
Income Before Income Taxes
$
334.4

 
$
(38.0
)
 
$
372.4

Provision for Income Taxes
137.4

 
2.7

 
140.1

   Effective Tax Rate
41.1
%
 
 
 
37.6
%
Equity in Net Income of Unconsolidated Affiliates
0.6

 
 
 
0.6

Net Income Attributable to Noncontrolling Interests
(3.3
)
 
 
 
(3.3
)
Net Income Available to IPG Common Stockholders
$
194.3

 
$
(35.3
)
 
$
229.6

 
 
 
 
 
 
 
 
 
 
 
 
Weighted-Average Number of Common Shares Outstanding - Basic
409.7

 
 
 
409.7

Add: Effect of Dilutive Securities
 
 
 
 
 
   Restricted Stock, Stock Options and Other Equity Awards
7.3

 
 
 
7.3

Weighted-Average Number of Common Shares Outstanding - Diluted
417.0

 
 
 
417.0

 
 
 
 
 
 
 
 
 
 
 
 
Earnings Per Share Available to IPG Common Stockholders:
 
 
 
 
 
  Basic
$
0.47

 
$
(0.09
)
 
$
0.56

  Diluted
$
0.47

 
$
(0.08
)
 
$
0.55

 
 
 
 
 
 
1 Includes losses on completed dispositions of businesses and the classification of certain assets as held for sale.


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

investordeckq32016final
THIRD QUARTER 2016 EARNINGS CONFERENCE CALL October 21, 2016


 
Overview – Third Quarter 2016 Page 2 See reconciliation of organic revenue change on pages 18 and 19 and adjusted diluted EPS on page 22. • Total revenue increased 3.0% in Q3 and 3.0% for the 9M YTD  Organic growth was 4.3% in Q3 and 4.8% for the 9M YTD • Operating margin was 10.8% in Q3, an improvement of 50 bps • Q3 diluted EPS was $0.32, and was $0.31 as adjusted for below- the-line items, an increase of 15% from comparable Q3-15 • Repurchased 3.5 million shares in Q3, using $81 million


 
2016 2015 Revenue 1,922.2$ 1,865.5$ Salaries and Related Expenses 1,228.8 1,202.2 Office and General Expenses 486.2 471.4 Operating Income 207.2 191.9 Interest Expense (21.7) (21.3) Interest Income 4.7 5.6 Other Income (Expense), net 6.1 (37.2) Income Before Income Taxes 196.3 139.0 Provision for Income Taxes 63.8 61.1 Equity in Net Income of Unconsolidated Affiliates 0.2 0.1 Net Income 132.7 78.0 Net Income Attributable to Noncontrolling Interests (4.1) (3.1) 128.6$ 74.9$ Earnings per Share Available to IPG Common Stockholders: Basic 0.32$ 0.18$ Diluted 0.32$ 0.18$ Weighted-Average Number of Common Shares Outstanding: Basic 397.7 407.6 Diluted 407.9 415.5 Dividends Declared per Common Share 0.15$ 0.12$ Three Months Ended September 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 ,503.2$ ,484.1$ 1.3% 3.0% 4,453.3$ 4,351.3$ 2.3% 4.7% CMG 419.0 3 1.4 9.9 9.4 1,128.8 1,066. 5.9 5.3 Nine Months Ended Change Three Months Ended S ptember 30, September 30, Change $ % Change $ % Change September 30, 2015 1,865.5$ 5,417.6$ Total change 56.7 3.0% 164.5 3.0% Foreign currency (31.0) (1.7%) (115.9) (2.1%) Net acquisitions/(divestitures) 8.2 0.4% 19.8 0.3% Organic 79.5 4.3% 260.6 4.8% September 30, 2016 1,922.2$ 5,582.1$ Three Months Ended Nine Months Ended Revenue ($ in Millions) Page 4 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 See reconciliation of segment organic revenue change on pages 18 and 19.


 
Total Organic Total Organic United States 2.4% 1.8% 5.3% 4.8% International 4.0% 8.1% (0.3%) 4.9% United Kingdom 5.2% 16.4% 1.7% 7.1% Continental Europe 3.7% 8.3% (1.4%) 3.2% Asia Pacific 0.5% (1.4%) (2.9%) (0.8%) Latin America 6.0% 17.8% (3.8%) 15.4% All Other Markets 8.1% 5.6% 6.6% 6.7% Worldwide 3.0% 4.3% 3.0% 4.8% Three Months Ended September 30, 2016 Nine Months Ended September 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 Trailing Twelve Months Q3-16 See reconciliation on page 20. 4.9%


 
Salaries & Related 2016 2015 $ Total Organic Three Months Ended September 30, 1,228.8$ 1,202.2$ 26.6$ 2.2% 3.5% % of Revenue 63.9% 64.4% Three months severance 13.0$ 15.0$ (2.0)$ (13.3%) % of Revenue 0.7% 0.8% Nine Months Ended September 30, 3,728.7$ 3,622.6$ 106.1$ 2.9% 4.9% % of Revenue 66.8% 66.9% Nine months severance 56.0$ 49.2$ 6.8$ 13.8% % of Revenue 1.0% 0.9% Office & General 2016 2015 $ Total Organic Three Months Ended September 30, 486.2$ 471.4$ 14.8$ 3.1% 5.6% % of Revenue 25.3% 25.3% Three months occupancy expense (ex-D&A) 127.0$ 122.4$ 4.6$ 3.8% % of Revenue 6.6% 6.6% Nine Months Ended September 30, 1,400.5$ 1,379.5$ 21.0$ 1.5% 4.2% % of Revenue 25.1% 25.5% Nine months occupancy expense (ex-D&A) 379.0$ 354.4$ 24.6$ 6.9% % of Revenue 6.8% 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% 11.7% 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 Q3-16 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 Gain on Sale of Business Adoption of ASU 2016-09 Adjusted Results Income Before Income Taxes 196.3$ 3.9$ 192.4$ Provision for Income Taxes 63.8 0.3$ 64.1 Effective Tax Rate 32.5% 33.3% Diluted EPS Components: Net Income Available to IPG Common Stockholders 128.6$ 3.9$ 0.3$ 124.4$ Weighted-Average Number of Common Shares Outstanding 407.9 1.6 406.3 Earnings Per Share Available to IPG Common Stockholders 0.32$ 0.01$ 0.00$ 0.31$ Three Months Ended September 30, 2016 ($ in Millions) Page 9 Adjusted Diluted Earnings Per Share (1) During the three months ended September 30, 2016, we recorded a gain on the sale of a business in our international markets. (2) In 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. (1) (2)


 
September 30, December 31, September 30, 2016 2015 2015 CURRENT ASSETS: Cash and cash equivalents 891.6$ 1,502.9$ 874.3$ Marketable securities 3.0 6.8 6.9 Accounts receivable, net 3,714.4 4,361.0 3,848.3 Expenditures billable to clients 1,843.7 1,594.4 1,590.2 Other current assets 280.5 228.0 349.1 Total current assets 6,733.2$ 7,693.1$ 6,668.8$ CURRENT LIABILITIES: Accounts payable 6,025.9$ 6,672.0$ 5,753.4$ Accrued liabilities 629.0 760.3 688.9 Short-term borrowings 133.0 150.1 128.3 Current portion of long-term debt 24.5 1.9 2.0 Total current liabilities 6,812.4$ 7,584.3$ 6,572.6$ Balance Sheet – Current Portion ($ in Millions) Page 10


 
2016 2015 NET INCOME 133$ 78$ OPERATING ACTIVITIES Depreciation & amortization 61 56 Deferred taxes 6 (34) Non-cash (gain) loss on sales of businesses (4) 38 Other non-cash items 7 8 Change in working capital, net 318 155 Change in other non-current assets & liabilities (1) (19) Net cash provided by Operating Activities 520 282 INVESTING ACTIVITIES Capital expenditures (51) (31) Acquisitions, net of cash acquired (14) (6) Other investing activities - (4) Net cash used in Investing Activities (65) (41) FINANCING ACTIVITIES Net decrease in short-term bank borrowings (83) (26) Repurchase of common stock (81) (70) Common stock dividends (60) (48) Acquisition-related payments (8) (4) Distributions to noncontrolling interests (4) (5) Exercise of stock options - 1 Other financing activities 2 - Net cash used in Financing Activities (234) (152) Currency Effect (2) (63) Increase in Cash & S/T Marketable Securities 219$ 26$ Three Months Ended September 30, Cash Flow ($ in Millions) Page 11


 
$2,325 $2,102 $1,923 $1,719 $1,756 $1,644 $1,654 $1,722 $1,762 $1,741 $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 9/30/2016 $2,431 Total Debt (1) ($ 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 5,582.1$ 5,417.6$ Salaries and Related Expenses 3,728.7 3,622.6 Office and General Expenses 1,400.5 1,379.5 Operating Income 452.9 415.5 Interest Expense (68.8) (62.5) Interest Income 16.1 17.8 Other Expense, net (11.1) (36.4) Income Before Income Taxes 389.1 334.4 Provision for Income Taxes 91.9 137.4 Equity in Net (Loss) Income of Unconsolidated Affiliates (1.6) 0.6 Net Income 295.6 197.6 Net Income Attributable to Noncontrolling Interests (4.7) (3.3) 290.9$ 194.3$ Earnings per Share Available to IPG Common Stockholders: Basic 0.73$ 0.47$ Diluted 0.71$ 0.47$ Weighted-Average Number of Common Shares Outstanding: Basic 399.5 409.7 Diluted 408.8 417.0 Dividends Declared per Common Share 0.45$ 0.36$ Net Income Available to IPG Common Stockholders Nine Months Ended September 30, Operating Performance (Amounts in Millions, except per share amounts) Page 15


 
2016 2015 NET INCOME 296$ 198$ OPERATING ACTIVITIES Depreciation & amortization 181 170 Deferred taxes 2 (34) Non-cash loss on sales of businesses 16 38 Other non-cash items 42 26 Change in working capital, net (500) (588) Change in other non-current assets & liabilities (72) (48) Net cash used in Operating Activities (35) (238) INVESTING ACTIVITIES Capital expenditures (114) (81) Acquisitions, net of cash acquired (48) (6) Other investing activities (10) (4) Net cash used in Investing Activities (172) (91) FINANCING ACTIVITIES Repurchase of common stock (193) (172) Common stock dividends (180) (147) Acquisition-related payments (37) (32) Net (decrease) increase in short-term bank borrowings (26) 29 Tax payments for employee shares withheld (23) (17) Distributions to noncontrolling interests (11) (13) Exercise of stock options 10 12 Excess tax benefit from share-based payment arrangements - 9 Other financing activities 1 2 Net cash used in Financing Activities (459) (329) Currency Effect 51 (128) Decrease in Cash & S/T Marketable Securities (615)$ (786)$ Nine Months Ended September 30, Cash Flow ($ in Millions) Page 16 (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 Q3 2016, as prospective adoption was required. (2) (2)


 
Q1 Q2 Q3 Q4 YTD 2016 Depreciation and amortization of fixed assets and intangible assets 38.0$ 39.8$ 39.7$ 117.5$ Amortization of restricted stock and other non-cash compensation 23.1 16.8 19.1 59.0 Net amortization of bond discounts and deferred financing costs 1.4 1.4 1.4 4.2 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 September 30, 2015 Foreign Currency Net Acquisitions / (Divestitures) Organic Three Months Ended September 30, 2016 Organic Total Segment Revenue IAN 1,484.1$ (23.5)$ (1.2)$ 43.8$ 1,503.2$ 3.0% 1.3% CMG 381.4 (7.5) 9.4 35.7 419.0 9.4% 9.9% Total 1,865.5$ (31.0)$ 8.2$ 79.5$ 1,922.2$ 4.3% 3.0% Geographic United States 1,138.5$ -$ 7.1$ 20.3$ 1,165.9$ 1.8% 2.4% International 727.0 (31.0) 1.1 59.2 756.3 8.1% 4.0% United Kingdom 165.4 (24.9) 6.4 27.1 174.0 16.4% 5.2% Continental Europe 142.3 (0.1) (6.4) 11.8 147.6 8.3% 3.7% Asia Pacific 216.9 2.9 1.1 (3.0) 217.9 (1.4%) 0.5% Latin America 97.7 (7.1) (4.4) 17.4 103.6 17.8% 6.0% All Other Markets 104.7 (1.8) 4.4 5.9 113.2 5.6% 8.1% Worldwide 1,865.5$ (31.0)$ 8.2$ 79.5$ 1,922.2$ 4.3% 3.0% Expenses Salaries & Related 1,202.2$ (18.2)$ 2.6$ 42.2$ 1,228.8$ 3.5% 2.2% Office & General 471.4 (7.8) (3.8) 26.4 486.2 5.6% 3.1% Total 1,673.6$ (26.0)$ (1.2)$ 68.6$ 1,715.0$ 4.1% 2.5% Components of Change Change Reconciliation of Organic Measures ($ in Millions) Page 18


 
Nine Months Ended September 30, 2015 Foreign Currency Net Acquisitions / (Divestitures) Organic Nine Months Ended September 30, 2016 Organic Total Segment Revenue IAN 4,351.3$ (96.5)$ (5.9)$ 204.4$ 4,453.3$ 4.7% 2.3% CMG 1,066.3 (19.4) 25.7 56.2 1,128.8 5.3% 5.9% Total 5,417.6$ (115.9)$ 19.8$ 260.6$ 5,582.1$ 4.8% 3.0% Geographic United States 3,254.4$ -$ 16.9$ 154.9$ 3,426.2$ 4.8% 5.3% International 2,163.2 (115.9) 2.9 105.7 2,155.9 4.9% (0.3%) United Kingdom 487.0 (43.1) 16.7 34.7 495.3 7.1% 1.7% Continental Europe 474.8 (3.9) (18.1) 15.3 468.1 3.2% (1.4%) Asia Pacific 636.4 (14.9) 1.5 (5.3) 617.7 (0.8%) (2.9%) Latin America 265.7 (40.5) (10.3) 40.8 255.7 15.4% (3.8%) All Other Markets 299.3 (13.5) 13.1 20.2 319.1 6.7% 6.6% Worldwide 5,417.6$ (115.9)$ 19.8$ 260.6$ 5,582.1$ 4.8% 3.0% Expenses Salaries & Related 3,622.6$ (76.1)$ 5.4$ 176.8$ 3,728.7$ 4.9% 2.9% Office & General 1,379.5 (33.0) (3.3) 57.3 1,400.5 4.2% 1.5% Total 5,002.1$ (109.1)$ 2.1$ 234.1$ 5,129.2$ 4.7% 2.5% Components of Change Change Reconciliation of Organic Measures ($ in Millions) Page 19


 
($ 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 9/30/16 7,624.7 (237.5) 16.4 374.7 7,778.3 Components of Change During the Period Reconciliation of Organic Revenue Growth


 
2016 2015 INVESTING ACTIVITIES Net cash used in Investing Activities per presentation (172)$ (91)$ Net purchases, sales and maturities of short-term marketable securities, net 4 - Net cash used in Investing Activities as reported (168)$ (91)$ Nine Months Ended September 30, ($ in Millions) Page 21 Reconciliation of Investing Cash Flow


 
($ in Millions) Page 22 Reconciliation Adjusted Results - QTD (1) As Reported Gain on Sale of Business Adoption of ASU 2016-09 Adjusted Results Income Before Income Taxes 196.3$ 3.9$ 192.4$ Provision for Income Taxes 63.8 0.3$ 64.1 Effective Tax Rate 32.5% 33.3% Equity in Net Income of Unconsolidated Affiliates 0.2 0.2 Net Income Attributable to Noncontrolling Interests (4.1) (4.1) 128.6$ 3.9$ 0.3$ 124.4$ Weighted-Average Number of Common Shares Outstanding - Basic 397.7 397.7 Add: Effect of Dilutive Securities Restricted Stock, Stock Options and Other Equity Aw ards 10.2 1.6 8.6 Weighted-Average Number of Common Shares Outstanding - Diluted 407.9 1.6 406.3 Earnings Per Share Available to IPG Common Stockholders - Basic 0.32$ 0.01$ 0.00$ 0.31$ Earnings Per Share Available to IPG Common Stockholders - Diluted 0.32$ 0.01$ 0.00$ 0.31$ Three Months Ended September 30, 2016 Net Income Available to IPG Common Stockholders - Basic and Diluted (1) The following table reconciles our reported results to our adjusted non-GAAP results that exclude the gain on sale of a business in our international markets and the effect of the adoption of ASU 2016-09. 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.


 
($ in Millions) Page 23 (1) The following table reconciles our reported results to our adjusted non-GAAP results that exclude the net losses on sales of businesses in our international markets, valuation allowance reversals as a result of the disposition of 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. As Reported Net Losses on Sales of Businesses Valuation Allowance Reversals Adoption of ASU 2016-09 Settlement of Certain Tax Positions Adjusted Results Income Before Income Taxes 389.1$ (16.1)$ 405.2$ Provision for Income Taxes 91.9 0.4 12.2$ 10.5$ 23.4$ 138.4 Effective Tax Rate 23.6% 34.2% Equity in Net Loss of Unconsolidated Affiliates (1.6) (1.6) Net Income Attributable to Noncontrolling Interests (4.7) (4.7) 290.9$ (15.7)$ 12.2$ 10.5$ 23.4$ 260.5$ Weighted-Average Number of Common Shares Outstanding - Basic 399.5 399.5 Add: Effect of Dilutive Securities Restricted Stock, Stock Options and Other Equity Aw ards 9.3 1.6 7.7 Weighted-Average Number of Common Shares Outstanding - Diluted 408.8 1.6 407.2 Earnings Per Share Available to IPG Common Stockholders - Basic 0.73$ (0.04)$ 0.03$ 0.03$ 0.06$ 0.65$ Earnings Per Share Available to IPG Common Stockholders - Diluted 0.71$ (0.04)$ 0.03$ 0.03$ 0.06$ 0.64$ Nine Months Ended September 30, 2016 Net Income Available to IPG Common Stockholders - Basic and Diluted Reconciliation Adjusted Results - YTD (1)


 
As Reported Loss on Sales of Businesses Ex - Loss on Sales of Businesses As Reported Loss on Sales of Businesses Ex - Loss on Sales of Businesses Income Before Income Taxes 139.0$ (38.0)$ 177.0$ 334.4$ (38.0)$ 372.4$ Provision for Income Taxes 61.1 2.7 63.8 137.4 2.7 140.1 Effective Tax Rate 44.0% 36.0% 41.1% 37.6% Equity in Net Income of Unconsolidated Affiliates 0.1 0.1 0.6 0.6 Net Income Attributable to Noncontrolling Interests (3.1) (3.1) (3.3) (3.3) 74.9$ (35.3)$ 110.2$ 194.3$ (35.3)$ 229.6$ Weighted-Average Number of Common Shares Outstanding - Basic 407.6 407.6 409.7 409.7 Add: Effect of Dilutive Securities Restricted Stock, Stock Options and Other Equity Aw ards 7.9 7.9 7.3 7.3 Weighted-Average Number of Common Shares Outstanding - Diluted 415.5 415.5 417.0 417.0 Earnings Per Share Available to IPG Common Stockholders - Basic 0.18$ (0.09)$ 0.27$ 0.47$ (0.09)$ 0.56$ Earnings Per Share Available to IPG Common Stockholders - Diluted 0.18$ (0.09)$ 0.27$ 0.47$ (0.08)$ 0.55$ Three Months Ended September 30, 2015 Nine Months Ended September 30, 2015 Net Income Available to IPG Common Stockholders - Basic and Diluted (1) During Q3 2015, we recorded losses on sales of businesses in our international markets, primarily in Latin America and Continental Europe. This amount includes losses on completed dispositions and the classification of certain assets as held for sale. ($ in Millions) Page 24 Reconciliation of Loss on Sales of Businesses (1)


 
Metrics Update


 
Metrics Update Page 26 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


 
64.1% 63.8% 63.8% 60.0% 62.0% 64.0% 66.0% 9/30/2015 12/31/2015 9/30/2016 % of Revenue, Trailing Twelve Months Salaries & Related Expenses Page 27


 
0.7% 0.8% 1.0% 0.9% 0.0% 0.5% 1.0% 1.5% Severance Expense Three Months Nine Months 3.9% 3.7% 3.9% 3.8% 0.0% 2.0% 4.0% 6.0% Temporary Help Three Months Nine Months 3.7% 3.9% 3.8% 3.8% 0.0% 2.0% 4.0% 6.0% Incentive Expense Nine MonthsThree Months 53.6% 53.3% 55.6% 55.5% 45.0% 50.0% 55.0% 60.0% Base, Benefits & Tax Three Months Nine Months Salaries & Related Expenses (% of Revenue) Page 28 Three and Nine Months Ended September 30 “All Other Salaries & Related,” not shown, was 2.0% and 2.7% for the three months ended September 30, 2016 and 2015, respectively, and 2.5% and 2.9% for the nine months ended September 30, 2016 and 2015, respectively. 2016 2015


 
24.8% 24.7% 24.5% 21.0% 23.0% 25.0% 27.0% 9/30/2015 12/31/2015 9/30/2016 % of Revenue, Trailing Twelve Months Office & General Expenses Page 29


 
Office & General Expenses (% of Revenue) Page 30 Three and Nine Months Ended September 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. 1.4% 1.6% 1.5% 1.6% 0.0% 1.0% 2.0% 3.0% Professional Fees Three Months Nine Months 6.6% 6.6% 6.8% 6.5% 5.0% 6.0% 7.0% 8.0% Occupancy Expense (ex-D&A) Three Months Nine Months 14.5% 13.9% 13.6% 13.9% 10.0% 12.0% 14.0% 16.0% All Other O&G Three Months Nine Months 2.8% 3.2% 3.2% 3.5% 0.0% 2.0% 4.0% 6.0% T&E, Office Supplies & Telecom Three Months Nine Months 2016 2015


 
$881 $1,510 $680 $675 $895 $984 $996 $996 $995 $995 $0 $500 $1,000 $1,500 $2,000 $2,500 $3,000 9/30/2015 12/31/2015 3/31/2016 6/30/2016 9/30/2016 Cash, Cash Equivalents and Short-Term Marketable Securities Available Committed Credit Facility Available Liquidity ($ in Millions) Page 31 Cash, Cash Equivalents and Short-Term Marketable Securities + Available Committed Credit Facility


 
Last Twelve Months Ending September 30, 2016 I. Interest Coverage Ratio (not less than): 5.00x Actual Interest Coverage Ratio: 18.19x II. Leverage Ratio (not greater than): 3.50x Actual Leverage Ratio: 1.52x Interest Coverage Ratio - Interest Expense Reconciliation Last Twelve Months Ending September 30, 2016 Interest Expense: $92.1 - Interest income 21.1 - Other 7.9 Net interest expense : $63.1 EBITDA Reconciliation Last Twelve Months Ending September 30, 2016 Operating Income: $909.3 + Depreciation and amortization 237.8 + Other non-cash charges 0.5 EBITDA : $1,147.6 Covenants $1.0 Billion 5-Year Credit F cility Covenants ($ in Millions) Page 32 (1) Calculated as defined in the Credit Agreement. (1) (1)


 
Cautionary Statement Page 33 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.