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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2023
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number: 1-6686
https://cdn.kscope.io/c694e268880dd7ecde875836acb42425-ipglogo2018a04.jpg
THE INTERPUBLIC GROUP OF COMPANIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 13-1024020
(State or other jurisdiction of
incorporation or organization)
 (I.R.S. Employer
Identification No.)
909 Third Avenue, New York, New York 10022
(Address of principal executive offices) (Zip Code)
(212)704-1200
(Registrant’s telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.10 per shareIPGThe New York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý    No ¨

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large Accelerated FilerAccelerated Filer
Non-accelerated FilerSmaller Reporting Company
Emerging Growth Company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

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

The number of shares of the registrant’s common stock outstanding as of October 18, 2023 was 383,004,131.



INDEX
 Page
Item 1.
Item 2.
Item 3.
Item 4.
Item 1.
Item 1A.
Item 2.
Item 3.
Item 4.
Item 5.
Item 6.
1




INFORMATION REGARDING FORWARD-LOOKING DISCLOSURE
This quarterly report on Form 10-Q contains forward-looking statements. Statements in this report that are not historical facts, including statements regarding goals, intentions, and expectations as to future plans, trends, events, or future results of operations or financial position, constitute forward-looking statements. Without limiting the generality of the foregoing, words such as “may,” “will,” “expect,” “believe,” “anticipate,” “estimate,” “project,” “forecast,” “plan,” “intend,” “could,” “would,” “should,” “estimate,” “will likely result” or comparable terminology are intended to identify forward-looking statements. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties, which could cause our actual results and outcomes to differ materially from those reflected in the forward-looking statements.

Actual results and outcomes could differ materially for a variety of reasons, including, among others:
the effects of a challenging economy on the demand for our advertising and marketing services, on our clients’ financial condition and on our business or financial condition;
our ability to attract new clients and retain existing clients;
our ability to retain and attract key employees;
the impacts of the COVID-19 pandemic, including potential developments like the emergence of more transmissible or virulent coronavirus variants, and associated mitigation measures, such as restrictions on businesses, social activities and travel, on the economy, our clients and demand for our services;
risks associated with the effects of global, national and regional economic and political conditions, including counterparty risks and fluctuations in interest rates, inflation rates and currency exchange rates;
the economic or business impact of military or political conflict in key markets;
risks associated with assumptions we make in connection with our critical accounting estimates, including changes in assumptions associated with any effects of a challenging economy;
potential adverse effects if we are required to recognize impairment charges or other adverse accounting-related developments;
developments from changes in the regulatory and legal environment for advertising and marketing services companies around the world, including laws and regulations related to data protection and consumer privacy; and
the impact on our operations of general or directed cybersecurity events.
Investors should carefully consider the foregoing factors and the other risks and uncertainties that may affect our business, including those outlined under Item 1A, Risk Factors, in our most recent annual report on Form 10-K and our quarterly reports on Form 10-Q. Investors are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date they are made. We undertake no obligation to update or revise publicly any of them in light of new information, future events, or otherwise.
2


Table of Contents
PART I – FINANCIAL INFORMATION
Item 1.Financial Statements (Unaudited)
THE INTERPUBLIC GROUP OF COMPANIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts in Millions, Except Per Share Amounts)
(Unaudited)
 Three months ended
September 30,
Nine months ended
September 30,
 2023202220232022
REVENUE:
Revenue before billable expenses$2,309.0 $2,296.2 $6,814.4 $6,898.9 
Billable expenses369.5 341.5 1,051.6 1,043.0 
Total revenue2,678.5 2,637.7 7,866.0 7,941.9 
OPERATING EXPENSES:
Salaries and related expenses1,531.1 1,546.8 4,707.0 4,701.4 
Office and other direct expenses318.8 327.9 989.6 1,001.1 
Billable expenses369.5 341.5 1,051.6 1,043.0 
Cost of services
2,219.4 2,216.2 6,748.2 6,745.5 
Selling, general and administrative expenses16.9 18.5 43.7 57.2 
Depreciation and amortization66.0 67.0 199.0 201.9 
Restructuring charges(0.6)(5.8)(0.7)0.7 
Total operating expenses2,301.7 2,295.9 6,990.2 7,005.3 
OPERATING INCOME376.8 341.8 875.8 936.6 
EXPENSES AND OTHER INCOME:
Interest expense(58.7)(42.6)(164.2)(121.2)
Interest income35.1 14.7 97.3 33.9 
Other (expense) income, net(13.7)17.5 (24.8)6.8 
Total (expenses) and other income(37.3)(10.4)(91.7)(80.5)
INCOME BEFORE INCOME TAXES339.5 331.4 784.1 856.1 
Provision for income taxes91.5 76.4 135.9 209.2 
INCOME OF CONSOLIDATED COMPANIES248.0 255.0 648.2 646.9 
Equity in net (loss) income of unconsolidated affiliates(2.3)2.5 (1.7)3.3 
NET INCOME245.7 257.5 646.5 650.2 
Net income attributable to non-controlling interests(2.0)(5.7)(11.3)(9.4)
NET INCOME AVAILABLE TO IPG COMMON STOCKHOLDERS$243.7 $251.8 $635.2 $640.8 
Earnings per share available to IPG common stockholders:
Basic$0.64 $0.64 $1.65 $1.63 
Diluted$0.63 $0.64 $1.64 $1.62 
Weighted-average number of common shares outstanding:
Basic383.6390.6385.0392.7
Diluted385.5394.1386.8396.2

The accompanying notes are an integral part of these unaudited financial statements.
3


Table of Contents
THE INTERPUBLIC GROUP OF COMPANIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Amounts in Millions)
(Unaudited)
 Three months ended
September 30,
Nine months ended
September 30,
2023202220232022
NET INCOME$245.7 $257.5 $646.5 $650.2 
OTHER COMPREHENSIVE LOSS
Foreign currency translation:
Foreign currency translation adjustments(60.6)(117.7)(29.1)(230.2)
Reclassification adjustments recognized in net income0.0 (1.3)0.5 0.5 
(60.6)(119.0)(28.6)(229.7)
Derivative instruments:
Changes in fair value of derivative instruments0.0 5.2 0.6 17.8 
Recognition of previously unrealized net gain in net income(1.1)(0.4)(1.7)(1.1)
Income tax effect0.3 (1.2)0.3 (4.2)
(0.8)3.6 (0.8)12.5 
Defined benefit pension and other postretirement plans:
Net actuarial gain for the period0.0 0.0 2.7 3.4 
Amortization of unrecognized losses, transition obligation and prior service cost included in net income1.8 1.5 5.2 4.8 
Other(0.1)(0.2)0.3 (0.2)
Income tax effect(0.4)(0.3)(1.4)(0.9)
1.3 1.0 6.8 7.1 
Other comprehensive loss, net of tax(60.1)(114.4)(22.6)(210.1)
TOTAL COMPREHENSIVE INCOME185.6 143.1 623.9 440.1 
Less: comprehensive income attributable to non-controlling interests1.7 5.0 10.8 7.7 
COMPREHENSIVE INCOME ATTRIBUTABLE TO IPG$183.9 $138.1 $613.1 $432.4 

The accompanying notes are an integral part of these unaudited financial statements.
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Table of Contents
THE INTERPUBLIC GROUP OF COMPANIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Amounts in Millions)
(Unaudited)
September 30,
2023
December 31,
2022
ASSETS:
Cash and cash equivalents$1,574.9 $2,545.3 
Accounts receivable, net of allowance of $46.8 and $48.6, respectively4,046.9 5,316.0 
Accounts receivable, billable to clients2,417.4 2,023.0 
Marketable securities101.8 1.1 
Prepaid expenses420.7 354.1 
Assets held for sale9.9 5.9 
Other current assets73.8 79.8 
Total current assets8,645.4 10,325.2 
Property and equipment, net of accumulated depreciation and amortization of $1,249.8 and $1,244.8, respectively627.6 637.4 
Deferred income taxes289.2 271.7 
Goodwill5,055.1 5,050.6 
Other intangible assets763.5 818.1 
Operating lease right-of-use assets1,182.1 1,277.5 
Other non-current assets464.4 464.5 
TOTAL ASSETS$17,027.3 $18,845.0 
LIABILITIES:
Accounts payable$6,448.4 $8,235.3 
Accrued liabilities632.3 787.1 
Contract liabilities688.4 680.0 
Short-term borrowings31.0 44.3 
Current portion of long-term debt250.0 0.6 
Current portion of operating leases248.7 235.9 
Liabilities held for sale27.4  
Total current liabilities8,326.2 9,983.2 
Long-term debt2,916.2 2,870.7 
Non-current operating leases1,247.0 1,380.1 
Deferred compensation216.8 294.1 
Other non-current liabilities543.4 572.6 
TOTAL LIABILITIES13,249.6 15,100.7 
Redeemable non-controlling interests (see Note 5)41.4 38.3 
STOCKHOLDERS’ EQUITY:
Common stock39.2 38.9 
Additional paid-in capital1,052.8 1,057.5 
Retained earnings3,911.1 3,632.1 
Accumulated other comprehensive loss, net of tax(982.5)(960.4)
4,020.6 3,768.1 
Less: Treasury stock(340.4)(120.2)
Total IPG stockholders’ equity3,680.2 3,647.9 
Non-controlling interests56.1 58.1 
TOTAL STOCKHOLDERS’ EQUITY3,736.3 3,706.0 
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY$17,027.3 $18,845.0 
The accompanying notes are an integral part of these unaudited financial statements.
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THE INTERPUBLIC GROUP OF COMPANIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in Millions)
(Unaudited)
 Nine months ended
September 30,
  
20232022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income$646.5 $650.2 
Adjustments to reconcile net income to net cash used in operating activities:
Deferred income tax(5.5)26.0 
Net amortization of bond discounts and deferred financing costs1.7 2.2 
Provision for uncollectible receivables5.3 (5.2)
Net losses on sales of businesses18.9 4.0 
Amortization of restricted stock and other non-cash compensation36.0 38.0 
Depreciation and amortization199.0 201.9 
Other17.5 0.5 
Changes in assets and liabilities, net of acquisitions and divestitures, providing (using) cash:
Accounts receivable1,248.3 725.6 
Accounts receivable, billable to clients(397.8)38.4 
Prepaid expenses(62.8)(89.4)
Other current assets11.3 (5.3)
Accounts payable(1,760.2)(1,982.4)
Accrued liabilities(150.3)(232.0)
Contract liabilities12.4 21.5 
Other non-current assets and liabilities(160.4)(52.8)
Net cash used in operating activities(340.1)(658.8)
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures(127.1)(118.5)
Purchase of short-term marketable securities(97.6) 
Acquisitions, net of cash acquired(6.3) 
Deconsolidation of a subsidiary (20.4)
Net proceeds from investments 21.7 2.6 
Other investing activities5.0 10.1 
Net cash used in investing activities(204.3)(126.2)
CASH FLOWS FROM FINANCING ACTIVITIES:
Common stock dividends(361.2)(345.1)
Repurchases of common stock(219.0)(221.6)
Tax payments for employee shares withheld (58.4)(39.9)
Net decrease in short-term borrowings(18.0)(27.8)
Distributions to non-controlling interests(13.7)(9.6)
Acquisition-related payments(12.8)(8.4)
Proceeds from long-term debt296.3 0.0 
Other financing activities(3.2)(0.5)
Net cash used in financing activities(390.0)(652.9)
Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash(35.0)(59.2)
Net decrease in cash, cash equivalents and restricted cash(969.4)(1,497.1)
Cash, cash equivalents and restricted cash at beginning of period2,553.1 3,272.2 
Cash, cash equivalents and restricted cash at end of period$1,583.7 $1,775.1 
The accompanying notes are an integral part of these unaudited financial statements.
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THE INTERPUBLIC GROUP OF COMPANIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(Amounts in Millions)
(Unaudited)
 
 
Common Stock
Additional
Paid-In
Capital
Retained
Earnings
Accumulated 
Other
Comprehensive
Loss, Net of Tax
Treasury
Stock
Total IPG
Stockholders’
Equity
Non-controlling
Interests
Total
Stockholders’
Equity
 SharesAmount
Balance at June 30, 2023
392.0 $39.2 $1,035.2 $3,782.8 $(922.7)$(248.2)$3,686.3 $59.5 $3,745.8 
Net income243.7 243.7 2.0 245.7 
Other comprehensive loss
(59.8)(59.8)(0.3)(60.1)
Reclassifications related to redeemable non-controlling interests0.1 0.1 
Distributions to non-controlling interests(5.2)(5.2)
Change in redemption value of redeemable non-controlling interests3.7 3.7 3.7 
Repurchase of common stock(92.2)(92.2)(92.2)
Common stock dividends ($0.31 per share)(119.1)(119.1)(119.1)
Stock-based compensation0.2 0.0 17.8 17.8 17.8 
Shares withheld for taxes(0.0)(0.0)(0.2)(0.2)(0.2)
Other0.0 0.0 
Balance at September 30, 2023392.2 $39.2 $1,052.8 $3,911.1 $(982.5)$(340.4)$3,680.2 $56.1 $3,736.3 


 
 
Common Stock
Additional
Paid-In
Capital
Retained
Earnings
Accumulated 
Other
Comprehensive
Loss, Net of Tax
Treasury
Stock
Total IPG
Stockholders’
Equity
Non-controlling
Interests
Total
Stockholders’
Equity
 SharesAmount
Balance at December 31, 2022389.6 $38.9 $1,057.5 $3,632.1 $(960.4)$(120.2)$3,647.9 $58.1 $3,706.0 
Net income635.2 635.2 11.3 646.5 
Other comprehensive loss(22.1)(22.1)(0.5)(22.6)
Reclassifications related to redeemable non-controlling interests0.2 0.2 
Distributions to non-controlling interests(13.7)(13.7)
Change in redemption value of redeemable non-controlling interests3.7 3.7 3.7 
Repurchase of common stock(220.2)(220.2)(220.2)
Common stock dividends ($0.93 per share)(359.9)(359.9)(359.9)
Stock-based compensation4.2 0.4 54.2 54.6 54.6 
Shares withheld for taxes(1.6)(0.1)(58.9)(59.0)(59.0)
Other0.7 0.7 
Balance at September 30, 2023392.2 $39.2 $1,052.8 $3,911.1 $(982.5)$(340.4)$3,680.2 $56.1 $3,736.3 




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THE INTERPUBLIC GROUP OF COMPANIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(Amounts in Millions)
(Unaudited)
 Common StockAdditional
Paid-In
Capital
Retained
Earnings
Accumulated 
Other
Comprehensive
Loss, Net of Tax
Treasury
Stock
Total IPG
Stockholders’
Equity
Non-controlling
Interests
Total
Stockholders’
Equity
 SharesAmount
Balance at June 30, 2022396.4 $39.6 $1,222.1 $3,311.8 $(988.9)$(147.9)$3,436.7 $52.3 $3,489.0 
Net income251.8 251.8 5.7 257.5 
Other comprehensive loss(113.7)(113.7)(0.7)(114.4)
Reclassifications related to redeemable non-controlling interests0.0 0.0 0.0 0.0 
Distributions to non-controlling interests(4.4)(4.4)
Change in redemption value of redeemable non-controlling interests0.1 0.1 0.1 
Repurchases of common stock(73.7)(73.7)(73.7)
Common stock dividends ($0.29 per share)(113.8)(113.8)(113.8)
Stock-based compensation0.2 17.4 17.4 17.4 
Shares withheld for taxes(0.2)(0.2)(0.2)
Other(0.4)(0.4)
Balance at September 30, 2022396.6 $39.6 $1,239.3 $3,449.9 $(1,102.6)$(221.6)$3,404.6 $52.5 $3,457.1 


 Common StockAdditional
Paid-In
Capital
Retained
Earnings
Accumulated 
Other
Comprehensive
Loss, Net of Tax
Treasury
Stock
Total IPG
Stockholders’
Equity
Non-controlling
Interests
Total
Stockholders’
Equity
 SharesAmount
Balance at December 31, 2021394.3 $39.3 $1,226.6 $3,154.3 $(894.2)$0.0 $3,526.0 $63.2 $3,589.2 
Net income640.8 640.8 9.4 650.2 
Other comprehensive loss(208.4)(208.4)(1.7)(210.1)
Reclassifications related to redeemable non-controlling interests(3.1)(3.1)0.8 (2.3)
Distributions to non-controlling interests(9.6)(9.6)
Change in redemption value of redeemable non-controlling interests(1.2)(1.2)(1.2)
Repurchases of common stock(221.6)(221.6)(221.6)
Common stock dividends ($0.87 per share)(344.0)(344.0)(344.0)
Stock-based compensation3.3 0.4 53.6 54.0 54.0 
Shares withheld for taxes(1.0)(0.1)(38.3)(38.4)(38.4)
Other0.5 0.5 (9.6)(9.1)
Balance at September 30, 2022396.6 $39.6 $1,239.3 $3,449.9 $(1,102.6)$(221.6)$3,404.6 $52.5 $3,457.1 

The accompanying notes are an integral part of these unaudited financial statements.
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Notes to Consolidated Financial Statements
(Amounts in Millions, Except Per Share Amounts)
(Unaudited)
Note 1:  Basis of Presentation
The unaudited Consolidated Financial Statements have been prepared by The Interpublic Group of Companies, Inc. and its subsidiaries (the “Company,” “IPG,” “we,” “us” or “our”) in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for reporting interim financial information on Form 10-Q. Accordingly, they do not include certain information and disclosures required for complete financial statements. The effects of heightened macroeconomic uncertainty have impacted and may continue to impact our results of operations, cash flows and financial position. The Company’s Consolidated Financial Statements presented herein reflect the latest estimates and assumptions made by management that affect the reported amounts of assets and liabilities and related disclosures as of the date of the consolidated financial statements and reported amounts of revenue and expenses during the reporting periods presented. The Company believes it has used reasonable estimates and assumptions to assess the fair values of goodwill, long-lived assets and indefinite-lived intangible assets; assessment of the annual effective tax rate; valuation of deferred income taxes and allowance for expected credit losses on future uncollectible accounts receivable.
Actual results may differ from these estimates under different assumptions or conditions and further decline in macroeconomic conditions or increasing interest rates could have a negative impact on these estimates, including the fair value of certain assets. The consolidated results for interim periods are not necessarily indicative of results for the full year and should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2022 (the “2022 Annual Report”).
We conduct our business across three reportable segments described in Note 10. The three reportable segments are: Media, Data & Engagement Solutions ("MD&E"), Integrated Advertising & Creativity Led Solutions ("IA&C"), and Specialized Communications & Experiential Solutions ("SC&E").
Cost of services is comprised of the expenses of our revenue-producing reportable segments, MD&E, IA&C, and SC&E, including salaries and related expenses, office and other direct expenses and billable expenses, and includes an allocation of the centrally managed expenses from our "Corporate and Other" group. Office and other direct expenses include rent expense, professional fees, certain expenses incurred by our staff in servicing our clients and other costs directly attributable to client engagements.
Selling, general and administrative expenses are primarily the unallocated expenses from Corporate and Other, excluding depreciation and amortization.
Depreciation and amortization of fixed assets and intangible assets of the Company is disclosed as a separate operating expense.
Restructuring charges in 2023 consist of adjustments to the Company's restructuring actions taken in 2022 and 2020, and primarily relate to real estate actions which were designed to reduce our real estate footprint and to better align our cost structure with revenue, as discussed further in Note 5.
In the opinion of management, these unaudited Consolidated Financial Statements include all adjustments, consisting only of normal and recurring adjustments necessary for a fair statement of the information for each period contained therein. Certain reclassifications and immaterial adjustments have been made to prior-period financial statements to conform to the current-period presentation, including the recast of certain prior period amounts to reflect the transfer of certain agencies between reportable segments.


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Table of Contents
Notes to Consolidated Financial Statements – (continued)
(Amounts in Millions, Except Per Share Amounts)
(Unaudited)
Note 2:  Revenue
Disaggregation of Revenue
We have three reportable segments as of September 30, 2023: MD&E, IA&C and SC&E, as further discussed in Note 10. MD&E principally generates revenue from providing global media and communications services, digital services and products, advertising and marketing technology, e‐commerce services, data management and analytics, strategic consulting, and digital brand experience. IA&C principally generates revenue from providing advertising, corporate and brand identity services, and strategic consulting. SC&E generates revenue from providing best-in-class global public relations and communications services, events, sports and entertainment marketing, and strategic consulting.
Our agencies are located in over 100 countries, including every significant world market. Our geographic revenue breakdown is listed below.
 Three months ended
September 30,
Nine months ended
September 30,
Total revenue:2023202220232022
United States$1,759.7 $1,744.3 $5,180.1 $5,171.8 
International:
United Kingdom215.5 195.5 627.6 646.8 
Continental Europe204.5 184.4 612.9 610.2 
Asia Pacific203.8 219.8 607.4 652.9 
Latin America120.0 113.6 321.1 318.0 
Other175.0 180.1 516.9 542.2 
Total International918.8 893.4 2,685.9 2,770.1 
Total Consolidated$2,678.5 $2,637.7 $7,866.0 $7,941.9 
 
 Three months ended
September 30,
Nine months ended
September 30,
Revenue before billable expenses:2023202220232022
United States$1,509.9 $1,523.0 $4,512.3 $4,548.0 
International:
United Kingdom193.0 176.5 548.1 543.7 
Continental Europe178.3 160.1 534.5 539.2 
Asia Pacific175.3 187.1 511.8 549.5 
Latin America114.8 107.4 301.9 297.0 
Other137.7 142.1 405.8 421.5 
Total International799.1 773.2 2,302.1 2,350.9 
Total Consolidated$2,309.0 $2,296.2 $6,814.4 $6,898.9 

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Table of Contents
Notes to Consolidated Financial Statements – (continued)
(Amounts in Millions, Except Per Share Amounts)
(Unaudited)
MD&EThree months ended
September 30,
Nine months ended
September 30,
Total revenue:2023202220232022
United States$669.9 $659.5 $1,992.7 $1,975.8 
International399.4 381.2 1,128.6 1,150.7 
Total MD&E$1,069.3 $1,040.7 $3,121.3 $3,126.5 
Revenue before billable expenses:
United States$663.5 $652.0 $1,970.2 $1,943.6 
International390.9 372.2 1,100.5 1,119.6 
Total MD&E$1,054.4 $1,024.2 $3,070.7 $3,063.2 
 
IA&CThree months ended
September 30,
Nine months ended
September 30,
Total revenue:2023202220232022
United States$610.2 $643.6 $1,878.7 $1,947.2 
International356.2 367.8 1,062.4 1,132.6 
Total IA&C$966.4 $1,011.4 $2,941.1 $3,079.8 
Revenue before billable expenses:
United States$579.9 $620.0 $1,782.6 $1,870.8 
International303.4 307.1 890.0 935.0 
Total IA&C$883.3 $927.1 $2,672.6 $2,805.8 

SC&EThree months ended
September 30,
Nine months ended
September 30,
Total revenue:2023202220232022
United States$479.6 $441.2 $1,308.7 $1,248.8 
International163.2 144.4 494.9 486.8 
Total SC&E$642.8 $585.6 $1,803.6 $1,735.6 
Revenue before billable expenses:
United States$266.5 $251.0 $759.5 $733.6 
International104.8 93.9 311.6 296.3 
Total SC&E$371.3 $344.9 $1,071.1 $1,029.9 
Contract Balances
The following table provides information about receivables, contract assets and contract liabilities from contracts with customers.
September 30,
2023
December 31,
2022
Accounts receivable, net of allowance of $46.8 and $48.6, respectively$4,046.9 $5,316.0 
Accounts receivable, billable to clients2,417.4 2,023.0 
Contract assets55.7 67.4 
Contract liabilities (deferred revenue)688.4 680.0 
Contract assets are primarily comprised of contract incentives that are generally satisfied annually under the terms of our contracts and are transferred to accounts receivable when the right to payment becomes unconditional. Contract liabilities relate
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Table of Contents
Notes to Consolidated Financial Statements – (continued)
(Amounts in Millions, Except Per Share Amounts)
(Unaudited)
to advance consideration received from customers under the terms of our contracts primarily related to reimbursements of third-party expenses, whether we act as principal or agent, and to a lesser extent, periodic retainer fees, both of which are generally recognized shortly after billing.
The majority of our contracts are for periods of one year or less with the exception of our data management contracts. For those contracts with a term of more than one year, we had approximately $780.4 of unsatisfied performance obligations as of September 30, 2023, which will be recognized as services are performed over the remaining contractual terms through 2028.

12

Table of Contents
Notes to Consolidated Financial Statements – (continued)
(Amounts in Millions, Except Per Share Amounts)
(Unaudited)
Note 3:  Debt and Credit Arrangements
Long-Term Debt
A summary of the carrying amounts of our long-term debt is listed below.
 Effective
Interest Rate
September 30,
2023
December 31,
2022
4.200% Senior Notes due 2024 (less unamortized discount and issuance costs of $0.0 and $0.1, respectively)4.240%$249.9 $249.7 
4.650% Senior Notes due 2028 (less unamortized discount and issuance costs of $1.0 and $2.2, respectively)4.780%496.8 496.4 
4.750% Senior Notes due 2030 (less unamortized discount and issuance costs of $2.7 and $4.0, respectively)4.920%643.3 642.6 
2.400% Senior Notes due 2031 (less unamortized discount and issuance costs of $0.6 and $3.5, respectively)2.512%495.9 495.5 
5.375% Senior Notes due 2033 (less unamortized discount and issuance costs of $3.7 and $3.2, respectively)5.650%293.1  
3.375% Senior Notes due 2041 (less unamortized discount and issuance costs of $1.0 and $5.0, respectively)3.448%494.0 493.7 
5.400% Senior Notes due 2048 (less unamortized discount and issuance costs of $2.5 and $4.7, respectively)5.480%492.8 492.6 
Other notes payable and finance leases0.4 0.8 
Total long-term debt3,166.2 2,871.3 
Less: current portion250.0 0.6 
Long-term debt, excluding current portion$2,916.2 $2,870.7 
As of September 30, 2023 and December 31, 2022, the estimated fair value of the Company's long-term debt was $2,757.6 and $2,552.3, respectively. Refer to Note 11 for details.
Debt Transactions
5.375% Senior Notes due 2033
On June 8, 2023, we issued a total of $300.0 in aggregate principal amount of 5.375% unsecured senior notes (the "5.375% Senior Notes") due June 15, 2033. Upon issuance, the 5.375% Senior Notes were reflected in our unaudited Consolidated Balance Sheets at $292.9, net of discount of $3.8 and net of capitalized debt issuance costs, including commissions and offering expenses of $3.3, both of which will be amortized in interest expense through the maturity date using the effective interest method. Interest is payable semi-annually in arrears on June 15th and December 15th of each year, commencing on December 15, 2023.
Credit Agreement
We maintain a committed corporate credit facility, originally dated as of July 18, 2008, which has been amended and restated from time to time (the "Credit Agreement"). We use our Credit Agreement to increase our financial flexibility, to provide letters of credit primarily to support obligations of our subsidiaries and to support our commercial paper program. On November 1, 2021, we amended and restated the Credit Agreement. As amended, among other things, the maturity date of the Credit Agreement was extended to November 1, 2026 and the cost structure of the Credit Agreement was changed. The Credit Agreement continues to include a required leverage ratio of not more than 3.50 to 1.00, among other customary covenants, including limitations on our liens and the liens of our consolidated subsidiaries and limitations on the incurrence of subsidiary debt. At the election of the Company, the leverage ratio may be changed to not more than 4.00 to 1.00 for four consecutive quarters, beginning with the fiscal quarter in which there is an occurrence of one or more acquisitions with an aggregate purchase price of at least $200.0.
13

Table of Contents
Notes to Consolidated Financial Statements – (continued)
(Amounts in Millions, Except Per Share Amounts)
(Unaudited)
The Credit Agreement is a revolving facility, under which amounts borrowed by us or any of our subsidiaries designated under the Credit Agreement may be repaid and reborrowed, subject to an aggregate lending limit of $1,500.0, or the equivalent in other currencies. The Company has the ability to increase the commitments under the Credit Agreement from time to time by an additional amount of up to $250.0, provided the Company receives commitments for such increases and satisfies certain other conditions. The aggregate available amount of letters of credit outstanding may decrease or increase, subject to a sublimit of $50.0, or the equivalent in other currencies. Our obligations under the Credit Agreement are unsecured. As of September 30, 2023, there were no borrowings under the Credit Agreement; however, we had $9.6 of letters of credit under the Credit Agreement, which reduced our total availability to $1,490.4. We were in compliance with all of our covenants in the Credit Agreement as of September 30, 2023.
Uncommitted Lines of Credit
We also have uncommitted lines of credit with various banks that permit borrowings at variable interest rates and that are primarily used to fund working capital needs. We have guaranteed the repayment of some of these borrowings made by certain subsidiaries. If we lose access to these credit lines, we would have to provide funding directly to some of our operations. As of September 30, 2023, the Company had uncommitted lines of credit in an aggregate amount of $869.9, under which we had outstanding borrowings of $31.0 classified as short-term borrowings on our Consolidated Balance Sheet. The average amount outstanding during the third quarter of 2023 was $47.9 with a weighted-average interest rate of approximately 9.5%.
Commercial Paper
The Company is authorized to issue unsecured commercial paper up to a maximum aggregate amount outstanding at any time of $1,500.0. Borrowings under the program are supported by the Credit Agreement described above. Proceeds of the commercial paper are used for working capital and general corporate purposes, including the repayment of maturing indebtedness and other short-term liquidity needs. The maturities of the commercial paper vary but may not exceed 397 days from the date of issue. During the third quarter of 2023, there was no commercial paper activity and, as of September 30, 2023, there was no commercial paper outstanding.
14

Table of Contents
Notes to Consolidated Financial Statements – (continued)
(Amounts in Millions, Except Per Share Amounts)
(Unaudited)
Note 4: Earnings Per Share
The following sets forth basic and diluted earnings per common share available to IPG common stockholders.
Three Months Ended September 30,Nine months ended
September 30,
2023202220232022
Net income available to IPG common stockholders$243.7 $251.8 $635.2 $640.8 
Weighted-average number of common shares outstanding - basic383.6 390.6 385.0392.7
       Dilutive effect of stock options and restricted shares1.9 3.5 1.8 3.5
Weighted-average number of common shares outstanding - diluted385.5 394.1 386.8396.2
Earnings per share available to IPG common stockholders:
       Basic$0.64 $0.64 $1.65 $1.63 
       Diluted$0.63 $0.64 $1.64 $1.62 

Note 5:  Supplementary Data

Restructuring Charges
Three months ended
September 30,
Nine months ended
September 30,
20231
20222
20231
20222
Severance and termination costs$0.0 $0.0 $0.4 $0.2 
Lease impairment costs (0.7)(7.3)(1.9)(2.0)
Other restructuring costs0.1 1.5 0.8 2.5 
Total restructuring charges$(0.6)$(5.8)$(0.7)$0.7 
1The amounts for the three and nine months ended September 30, 2023 represent adjustments to the restructuring actions taken in 2022 and 2020.
2The amounts for the three and nine months ended September 30, 2022 represent adjustments to the restructuring actions taken in 2020.

In the fourth quarter of 2022, the Company took real estate actions related to new real estate exits and lease terminations to further optimize the real estate footprint supporting our office-home hybrid service model in a post-pandemic economy.
A summary of the restructuring activities related to adjustments to the 2022 real estate actions for the nine months ended September 30, 2023 is as follows:

2022 Real Estate Actions
Liability at December 31, 2022Restructuring ExpenseNon-Cash ItemsCash PaymentsLiability at September 30, 2023
Lease impairment costs $0.0 $(1.4)$(1.4)$0.0 $0.0 
Other restructuring costs0.0 0.8 0.2 0.6 0.0 
Total
$0.0 $(0.6)$(1.2)$0.6 $0.0 
15

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Notes to Consolidated Financial Statements – (continued)
(Amounts in Millions, Except Per Share Amounts)
(Unaudited)

Beginning in the second quarter of 2020, the Company took restructuring actions to lower its operating expenses structurally and permanently relative to revenue and to accelerate the transformation of our business (the “2020 Plan”).
A summary of the restructuring activities related to adjustments to the 2020 Plan for the nine months ended September 30, 2023 is as follows:
2020 Restructuring Plan
Liability at December 31, 2022Restructuring ExpenseNon-Cash ItemsCash PaymentsLiability at September 30, 2023
Severance and termination costs$2.3 $0.4 $0.0 $2.0 $0.7 
Lease impairment costs 0.0 (0.5)(0.5)0.0 0.0 
Total
$2.3 $(0.1)$(0.5)$2.0 $0.7 
16

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Notes to Consolidated Financial Statements – (continued)
(Amounts in Millions, Except Per Share Amounts)
(Unaudited)
Accrued Liabilities
The following table presents the components of accrued liabilities.
September 30,
2023
December 31,
2022
Salaries, benefits and related expenses$453.8 $554.0 
Interest59.8 37.3 
Income taxes payable34.8 64.7 
Office and related expenses19.1 28.9 
Acquisition obligations2.1 18.7 
Restructuring charges0.7 2.2 
Other62.0 81.3 
Total accrued liabilities$632.3 $787.1 

Other (Expense) Income, Net
Results of operations for the three and nine months ended September 30, 2023 and 2022 include certain items that are not directly associated with our revenue-producing operations.
 Three months ended
September 30,
Nine months ended
September 30,
 2023202220232022
Net (losses)/gains on sales of businesses$(12.1)$3.1 $(18.9)$(4.0)
Other(1.6)14.4 (5.9)10.8 
Total other (expense) income, net$(13.7)$17.5 $(24.8)$6.8 
Net (losses)/gains on sales of businesses – During the three and nine months ended September 30, 2023 and 2022, the amounts recognized were related to sales of businesses and the classification of certain assets and liabilities, consisting primarily of accounts receivable and accounts payable, as held for sale within our MD&E, IA&C, and SC&E reportable segments. The businesses sold and held for sale primarily represent unprofitable, non-strategic agencies which are expected to be sold within the next twelve months.
Other – During the three and nine months ended September 30, 2023, the amounts recognized were primarily related to pension and postretirement costs. During the three months ended September 30, 2022, the amounts recognized were primarily related to a cash gain from the sale of an equity investment. During the nine months ended September 30, 2022, the amounts recognized were primarily attributable to factors noted for the third quarter of 2022, partially offset by a non-cash loss related to the deconsolidation of a previously consolidated entity in which we maintain an equity interest in the second quarter of 2022.

Share Repurchase Programs
In February 2022, our Board of Directors (the "Board") reauthorized a program to repurchase, from time to time, up to $400.0 of our common stock.
On February 8, 2023, the Board authorized a share repurchase program to repurchase from time to time up to $350.0, excluding fees, of our common stock, which was in addition to any amounts remaining under the 2022 share repurchase program.
We may effect such repurchases through open market purchases, trading plans established in accordance with U.S. Securities and Exchange Commission ("SEC") rules, derivative transactions or other means. The timing and amount of repurchases in future periods will depend on market conditions and other funding requirements.
The following table presents our share repurchase activity under our share repurchase programs for the nine months ended September 30, 2023 and 2022.
17

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Notes to Consolidated Financial Statements – (continued)
(Amounts in Millions, Except Per Share Amounts)
(Unaudited)
 Nine months ended
September 30,
 20232022
Number of shares repurchased6.1 7.1 
Aggregate cost, including fees1
$219.0 $221.6 
Average price per share, including fees$35.66 $31.10 
1The amount for nine months ended September 30, 2023 excludes $1.2 of estimated excise tax on net share repurchases.
We fully utilized the 2022 share repurchase program during the second quarter of 2023. As of September 30, 2023, $211.2, excluding fees, remains available for repurchase under the 2023 share repurchase program. There is no expiration date associated with the 2023 share repurchase program.

Redeemable Non-controlling Interests
Many of our acquisitions include provisions under which the non-controlling equity owners may require us to purchase additional interests in a subsidiary at their discretion. Redeemable non-controlling interests are adjusted quarterly, if necessary, to their estimated redemption value, but not less than their initial fair value. Any adjustments to the redemption value impact retained earnings or additional paid in capital, except for foreign currency translation adjustments.
The following table presents changes in our redeemable non-controlling interests.
Nine months ended
September 30,
20232022
Balance at beginning of period$38.3 $15.6 
Change in related non-controlling interests balance(0.1)(0.8)
Changes in redemption value of redeemable non-controlling interests:
Additions7.4 3.1 
Redemptions(0.4)(9.4)
Redemption value adjustments(3.8)0.6 
Balance at end of period$41.4 $9.1 

Goodwill
Goodwill is the excess purchase price remaining from an acquisition after an allocation of purchase price has been made to identifiable assets acquired and liabilities assumed based on estimated fair values.
The Company transferred certain agencies between operating segments as of January 1, 2023 which resulted in certain changes to our reporting units and reportable segments. We have allocated goodwill to our reporting units using a relative fair value approach. In addition, we completed an assessment of any potential goodwill impairment for all impacted reporting units immediately prior and subsequent to the reallocation and determined that no impairment existed.
The following table sets forth details of changes in goodwill by reportable segment of the Company:
MD&EIA&CSC&ETotal
Balance at December 31, 2022$2,484.6 $1,881.6 $684.4 $5,050.6 
Goodwill Reallocation180.6 (180.6)  
Balance at January 1, 20232,665.2 1,701.0 684.4 5,050.6 
Acquisitions0.9 7.9 1.0 9.8 
Foreign Currency and Other1.9 (6.6)(0.6)(5.3)
Balance at September 30, 2023$2,668.0 $1,702.3 $684.8 $5,055.1 

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Notes to Consolidated Financial Statements – (continued)
(Amounts in Millions, Except Per Share Amounts)
(Unaudited)
Note 6:  Income Taxes
For the three months ended September 30, 2023, our income tax expense was negatively impacted by tax expense associated with the change to our assertion regarding the permanent reinvestment of undistributed earnings attributable to certain foreign subsidiaries. For the nine months ended September 30, 2023, our income tax expense was positively impacted by a benefit of $64.2 related to the settlement of the 2017 and 2018 U.S. Federal income tax audit and excess tax benefits on employee share-based payments, the majority of which were recognized in the first quarter due to the timing of the vesting of awards.
We have various tax years under examination by tax authorities in various countries, and in various states, in which we have significant business operations. It is not yet known whether these examinations will, in the aggregate, result in our paying additional taxes. We believe our tax reserves are adequate in relation to the potential for additional assessments in each of the jurisdictions in which we are subject to taxation. We regularly assess the likelihood of additional tax assessments in those jurisdictions and, if necessary, adjust our reserves as additional information or events require.
With respect to all tax years open to examination by U.S. federal, various state and local, and non-U.S. tax authorities, we currently anticipate that total unrecognized tax benefits will decrease by an amount between $25.0 and $35.0 in the next twelve months, a portion of which will affect our effective income tax rate, primarily as a result of the settlement of tax examinations and the lapsing of statutes of limitations.
We are effectively settled with respect to U.S. federal income tax audits through 2018. With limited exceptions, we are no longer subject to state and local income tax audits for years prior to 2015 or non-U.S. income tax audits for years prior to 2010.

Note 7:  Incentive Compensation Plans
We issue stock-based compensation and cash awards to our employees under various plans established by the Compensation and Leadership Talent Committee of the Board of Directors (the "Compensation Committee") and approved by our stockholders. We issued the following stock-based awards under the 2019 Performance Incentive Plan (the "2019 PIP") during the nine months ended September 30, 2023.
AwardsWeighted-average
grant-date fair value
(per award)
Restricted stock (units)1.4 $35.56 
Performance-based stock (shares)2.1 $26.31 
Total stock-based compensation awards3.5 
During the nine months ended September 30, 2023, the Compensation Committee granted performance cash awards under the 2019 PIP and restricted cash awards under the 2020 Restricted Cash Plan with a total annual target value of $46.1 and $17.4, respectively. Cash awards are expensed over the vesting period, which is typically three years for performance cash awards and two years or three years for restricted cash awards.

Note 8:  Accumulated Other Comprehensive Loss, Net of Tax
The following tables present the changes in accumulated other comprehensive loss, net of tax, by component.
Foreign Currency
Translation Adjustments
Derivative
Instruments
Defined Benefit Pension and Other Postretirement PlansTotal
Balance as of December 31, 2022$(815.8)$35.0 $(179.6)$(960.4)
Other comprehensive (loss) income before reclassifications
(28.6)0.5 2.8 (25.3)
Amount reclassified from accumulated other comprehensive loss, net of tax0.5 (1.3)4.0 3.2 
Balance as of September 30, 2023$(843.9)$34.2 $(172.8)$(982.5)
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Notes to Consolidated Financial Statements – (continued)
(Amounts in Millions, Except Per Share Amounts)
(Unaudited)
Foreign Currency
Translation Adjustments
Derivative
Instruments
Defined Benefit Pension and Other Postretirement PlansTotal
Balance as of December 31, 2021$(723.2)$22.9 $(193.9)$(894.2)
Other comprehensive (loss) income before reclassifications(228.5)13.3 3.4 (211.8)
Amount reclassified from accumulated other comprehensive loss, net of tax0.5 (0.8)3.7 3.4 
Balance as of September 30, 2022$(951.2)$35.4 $(186.8)$(1,102.6)
Amounts reclassified from accumulated other comprehensive loss, net of tax, for the three and nine months ended September 30, 2023 and 2022 are as follows:
Three months ended
September 30,
Nine months ended
September 30,
Affected Line Item in the Consolidated Statements of Operations
2023202220232022
Foreign currency translation adjustments$0.0 $(1.3)$0.5 $0.5 Other (expense) income, net
Net loss on derivative instruments
(1.1)(0.4)(1.7)(1.1)
Other (expense) income, net, Interest expense
Amortization of defined benefit pension and postretirement plan items1.8 1.5 5.2 4.8 Other (expense) income, net
Tax effect (0.3)(0.8)(0.8)Provision for income taxes
Total amount reclassified from accumulated other comprehensive loss, net of tax$0.7 $(0.5)$3.2