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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
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| ☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2024
or
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| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission file number: 1-6686
THE INTERPUBLIC GROUP OF COMPANIES, INC.
(Exact name of registrant as specified in its charter)
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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:
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Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common Stock, par value $0.10 per share | IPG | The New York Stock Exchange |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ý No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
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Large Accelerated Filer | | ☒ | | Accelerated Filer | | ☐ |
Non-accelerated Filer | | ☐ | | Smaller Reporting Company | | ☐ |
| | | | Emerging Growth Company | | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ý
The number of shares of the registrant’s common stock outstanding as of July 18, 2024 was 375,590,566.
INDEX
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Item 1. | | |
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Item 2. | | |
Item 3. | | |
Item 4. | | |
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Item 1. | | |
Item 1A. | | |
Item 2. | | |
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Item 3. | | |
Item 4. | | |
Item 5. | | |
Item 6. | | |
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INFORMATION REGARDING FORWARD-LOOKING DISCLOSURE
This quarterly report on Form 10-Q contains forward-looking statements. Statements in this report that are not historical facts, including statements regarding goals, intentions, and expectations as to future plans, trends, events, or future results of operations or financial position, constitute forward-looking statements. Without limiting the generality of the foregoing, words such as “may,” “will,” “expect,” “believe,” “anticipate,” “estimate,” “project,” “forecast,” “plan,” “intend,” “could,” “would,” “should,” “will likely result” or comparable terminology are intended to identify forward-looking statements. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties, which could cause our actual results and outcomes to differ materially from those reflected in the forward-looking statements.
Actual results and outcomes could differ materially for a variety of reasons, including, among others:
•the effects of a challenging economy on the demand for our advertising and marketing services, on our clients’ financial condition and on our business or financial condition;
•our ability to attract new clients and retain existing clients;
•our ability to retain and attract key employees;
•risks associated with the effects of global, national and regional economic and political conditions, including counterparty risks and fluctuations in interest rates, inflation rates and currency exchange rates;
•the economic or business impact of military or political conflict in key markets;
•the impacts on our business of any pandemics, epidemics, disease outbreaks or other public health crises;
•risks associated with assumptions we make in connection with our critical accounting estimates, including changes in assumptions associated with any effects of a challenging economy;
•potential adverse effects if we are required to recognize impairment charges or other adverse accounting-related developments;
•developments from changes in the regulatory and legal environment for advertising and marketing services companies around the world, including laws and regulations related to data protection and consumer privacy; and
•the impact on our operations of general or directed cybersecurity events.
Investors should carefully consider the foregoing factors and the other risks and uncertainties that may affect our business, including those outlined under Item 1A, Risk Factors, in our most recent annual report on Form 10-K and our 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.
PART I – FINANCIAL INFORMATION
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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 June 30, | | Six months ended June 30, |
| 2024 | | 2023 | | 2024 | | 2023 |
REVENUE: | | | | | | | |
Revenue before billable expenses | $ | 2,327.1 | | | $ | 2,328.5 | | | $ | 4,510.0 | | | $ | 4,505.4 | |
Billable expenses | 382.9 | | | 338.0 | | | 695.9 | | | 682.1 | |
Total revenue | 2,710.0 | | | 2,666.5 | | | 5,205.9 | | | 5,187.5 | |
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OPERATING EXPENSES: | | | | | | | |
Salaries and related expenses | 1,557.6 | | | 1,598.6 | | | 3,130.4 | | | 3,175.9 | |
Office and other direct expenses | 358.4 | | | 340.5 | | | 680.5 | | | 670.8 | |
Billable expenses | 382.9 | | | 338.0 | | | 695.9 | | | 682.1 | |
Cost of services | 2,298.9 | | | 2,277.1 | | | 4,506.8 | | | 4,528.8 | |
Selling, general and administrative expenses | 27.6 | | | 13.9 | | | 65.6 | | | 26.8 | |
Depreciation and amortization | 65.0 | | | 66.5 | | | 130.2 | | | 133.0 | |
Restructuring charges | 0.3 | | | (1.7) | | | 0.9 | | | (0.1) | |
Total operating expenses | 2,391.8 | | | 2,355.8 | | | 4,703.5 | | | 4,688.5 | |
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OPERATING INCOME | 318.2 | | | 310.7 | | | 502.4 | | | 499.0 | |
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EXPENSES AND OTHER INCOME: | | | | | | | |
Interest expense | (57.9) | | | (55.8) | | | (120.7) | | | (105.5) | |
Interest income | 36.6 | | | 28.1 | | | 85.3 | | | 62.2 | |
Other expense, net | (1.2) | | | (4.4) | | | (10.7) | | | (11.1) | |
Total (expenses) and other income | (22.5) | | | (32.1) | | | (46.1) | | | (54.4) | |
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INCOME BEFORE INCOME TAXES | 295.7 | | | 278.6 | | | 456.3 | | | 444.6 | |
Provision for income taxes | 75.6 | | | 10.6 | | | 122.9 | | | 44.4 | |
INCOME OF CONSOLIDATED COMPANIES | 220.1 | | | 268.0 | | | 333.4 | | | 400.2 | |
Equity in net (loss) income of unconsolidated affiliates | (0.5) | | | 0.7 | | | (0.2) | | | 0.6 | |
NET INCOME | 219.6 | | | 268.7 | | | 333.2 | | | 400.8 | |
Net income attributable to non-controlling interests | (5.1) | | | (3.2) | | | (8.3) | | | (9.3) | |
NET INCOME AVAILABLE TO IPG COMMON STOCKHOLDERS | $ | 214.5 | | | $ | 265.5 | | | $ | 324.9 | | | $ | 391.5 | |
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Earnings per share available to IPG common stockholders: | | | | | | | |
Basic | $ | 0.57 | | | $ | 0.69 | | | $ | 0.86 | | | $ | 1.01 | |
Diluted | $ | 0.57 | | | $ | 0.68 | | | $ | 0.86 | | | $ | 1.01 | |
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Weighted-average number of common shares outstanding: | | | | | | | |
Basic | 376.3 | | 385.7 | | 377.4 | | 385.8 |
Diluted | 378.7 | | 387.7 | | 379.7 | | 387.6 |
The accompanying notes are an integral part of these unaudited financial statements.
THE INTERPUBLIC GROUP OF COMPANIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Amounts in Millions)
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | |
| Three months ended June 30, | | Six months ended June 30, |
| 2024 | | 2023 | | 2024 | | 2023 |
NET INCOME | $ | 219.6 | | | $ | 268.7 | | | $ | 333.2 | | | $ | 400.8 | |
| | | | | | | |
OTHER COMPREHENSIVE INCOME | | | | | | | |
Foreign currency translation: | | | | | | | |
Foreign currency translation adjustments | (29.0) | | | 9.2 | | | (81.3) | | | 31.5 | |
Reclassification adjustments recognized in net income | — | | | 0.5 | | | — | | | 0.5 | |
| (29.0) | | | 9.7 | | | (81.3) | | | 32.0 | |
| | | | | | | |
Derivative instruments: | | | | | | | |
Changes in fair value of derivative instruments | — | | | 3.4 | | | — | | | 0.6 | |
Recognition of previously unrealized net gain in net income | (0.9) | | | (0.2) | | | (1.8) | | | (0.6) | |
Income tax effect | 0.2 | | | (0.8) | | | 0.4 | | | 0.0 | |
| (0.7) | | | 2.4 | | | (1.4) | | | 0.0 | |
Defined benefit pension and other postretirement plans: | | | | | | | |
Net actuarial (loss) gain for the period | (0.5) | | | 0.8 | | | 0.3 | | | 2.7 | |
Amortization of unrecognized losses, transition obligation and prior service cost included in net income | 1.8 | | | 1.7 | | | 3.7 | | | 3.4 | |
Settlement losses included in net income | (0.1) | | | 0.0 | | | (0.1) | | | 0.0 | |
Other | 0.2 | | | 0.0 | | | 0.3 | | | 0.4 | |
Income tax effect | (0.3) | | | (0.6) | | | (0.8) | | | (1.0) | |
| 1.1 | | | 1.9 | | | 3.4 | | | 5.5 | |
Other comprehensive (loss) income, net of tax | (28.6) | | | 14.0 | | | (79.3) | | | 37.5 | |
TOTAL COMPREHENSIVE INCOME | 191.0 | | | 282.7 | | | 253.9 | | | 438.3 | |
Less: comprehensive income attributable to non-controlling interests | 4.8 | | | 3.3 | | | 6.8 | | | 9.1 | |
COMPREHENSIVE INCOME ATTRIBUTABLE TO IPG | $ | 186.2 | | | $ | 279.4 | | | $ | 247.1 | | | $ | 429.2 | |
The accompanying notes are an integral part of these unaudited financial statements.
THE INTERPUBLIC GROUP OF COMPANIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Amounts in Millions)
(Unaudited)
| | | | | | | | | | | |
| June 30, 2024 | | December 31, 2023 |
ASSETS: | | | |
Cash and cash equivalents | $ | 1,545.5 | | | $ | 2,386.1 | |
Accounts receivable, net of allowance of $43.8 and $46.4, respectively | 4,505.9 | | | 5,768.8 | |
Accounts receivable, billable to clients | 2,163.9 | | | 2,229.2 | |
Prepaid expenses | 527.3 | | | 415.8 | |
Assets held for sale | 8.3 | | | 21.9 | |
Other current assets | 74.7 | | | 128.6 | |
Total current assets | 8,825.6 | | | 10,950.4 | |
Property and equipment, net of accumulated depreciation and amortization of $1,278.9 and $1,224.9, respectively | 608.5 | | | 636.7 | |
Deferred income taxes | 253.4 | | | 265.0 | |
Goodwill | 5,059.1 | | | 5,080.9 | |
Other intangible assets | 701.5 | | | 743.6 | |
Operating lease right-of-use assets | 1,104.6 | | | 1,162.6 | |
Other non-current assets | 459.1 | | | 428.1 | |
TOTAL ASSETS | $ | 17,011.8 | | | $ | 19,267.3 | |
| | | |
LIABILITIES: | | | |
Accounts payable | $ | 6,909.3 | | | $ | 8,355.0 | |
Accrued liabilities | 488.1 | | | 705.8 | |
Contract liabilities | 609.4 | | | 684.7 | |
Short-term borrowings | 20.5 | | | 34.2 | |
Current portion of long-term debt | 0.1 | | | 250.1 | |
Current portion of operating leases | 246.6 | | | 252.6 | |
Liabilities held for sale | 13.3 | | | 48.5 | |
Total current liabilities | 8,287.3 | | | 10,330.9 | |
Long-term debt | 2,918.8 | | | 2,917.5 | |
Non-current operating leases | 1,145.6 | | | 1,216.8 | |
Deferred compensation | 194.2 | | | 223.6 | |
Other non-current liabilities | 528.1 | | | 532.4 | |
TOTAL LIABILITIES | 13,074.0 | | | 15,221.2 | |
| | | |
Redeemable non-controlling interests (see Note 5) | 42.8 | | | 42.3 | |
| | | |
STOCKHOLDERS’ EQUITY: | | | |
Common stock | 38.3 | | | 38.3 | |
Additional paid-in capital | 759.8 | | | 728.5 | |
Retained earnings | 4,325.1 | | | 4,254.5 | |
Accumulated other comprehensive loss, net of tax | (1,024.0) | | | (946.2) | |
| 4,099.2 | | | 4,075.1 | |
Less: Treasury stock | 263.6 | | | 132.5 | |
Total IPG stockholders’ equity | 3,835.6 | | | 3,942.6 | |
Non-controlling interests | 59.4 | | | 61.2 | |
TOTAL STOCKHOLDERS’ EQUITY | 3,895.0 | | | 4,003.8 | |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ | 17,011.8 | | | $ | 19,267.3 | |
The accompanying notes are an integral part of these unaudited financial statements.
THE INTERPUBLIC GROUP OF COMPANIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in Millions)
(Unaudited)
| | | | | | | | | | | |
| Six months ended June 30, |
| 2024 | | 2023 |
CASH FLOWS FROM OPERATING ACTIVITIES: | | | |
Net income | $ | 333.2 | | | $ | 400.8 | |
Adjustments to reconcile net income to net cash used in operating activities: | | | |
Deferred income tax | (43.9) | | | (29.0) | |
Net amortization of bond discounts and deferred financing costs | 0.8 | | | 1.4 | |
Net losses on sales of businesses | 4.7 | | | 6.8 | |
Provision for uncollectible receivables | 4.8 | | | 3.2 | |
Amortization of restricted stock and other non-cash compensation | 34.5 | | | 23.9 | |
Depreciation and amortization | 130.2 | | | 133.0 | |
Other | 18.6 | | | 13.4 | |
Changes in assets and liabilities, net of acquisitions and divestitures, providing (using) cash: | | | |
Accounts receivable | 1,149.4 | | | 1,187.7 | |
Accounts receivable, billable to clients | 17.9 | | | (164.5) | |
Prepaid expenses | (110.8) | | | (94.3) | |
Other current assets | 54.0 | | | 22.0 | |
Accounts payable | (1,309.5) | | | (1,717.2) | |
Accrued liabilities | (203.4) | | | (214.8) | |
Contract liabilities | (66.3) | | | 4.7 | |
Other non-current assets and liabilities | (50.9) | | | (159.9) | |
Net cash used in operating activities | (36.7) | | | (582.8) | |
CASH FLOWS FROM INVESTING ACTIVITIES: | | | |
Capital expenditures | (69.9) | | | (79.3) | |
Net proceeds from sale of businesses, net of cash sold | (27.2) | | | 1.4 | |
Purchase of short-term marketable securities | (0.2) | | | (97.6) | |
Acquisitions, net of cash acquired | — | | | (6.3) | |
Net proceeds from investments | 2.3 | | | 21.7 | |
Other investing activities | 4.6 | | | 4.4 | |
Net cash used in investing activities | (90.4) | | | (155.7) | |
CASH FLOWS FROM FINANCING ACTIVITIES: | | | |
Common stock dividends | (250.5) | | | (242.6) | |
Repayment of long-term debt | (250.1) | | | (0.1) | |
Repurchases of common stock | (130.1) | | | (128.0) | |
Net decrease in short-term borrowings | (21.6) | | | (11.0) | |
Tax payments for employee shares withheld | (13.8) | | | (58.0) | |
Distributions to non-controlling interests | (8.6) | | | (8.5) | |
Acquisition-related payments | (2.1) | | | (10.1) | |
Proceeds from long-term debt | 0.1 | | | 296.3 | |
Other financing activities | (1.6) | | | (2.5) | |
Net cash used in financing activities | (678.3) | | | (164.5) | |
Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash | (32.7) | | | (13.7) | |
Net decrease in cash, cash equivalents and restricted cash | (838.1) | | | (916.7) | |
Cash, cash equivalents and restricted cash at beginning of period | 2,395.1 | | | 2,553.1 | |
Cash, cash equivalents and restricted cash at end of period | $ | 1,557.0 | | | $ | 1,636.4 | |
The accompanying notes are an integral part of these unaudited financial statements.
THE INTERPUBLIC GROUP OF COMPANIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(Amounts in Millions)
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Common Stock | | Additional Paid-In Capital | | Retained Earnings | | Accumulated Other Comprehensive Loss, Net of Tax | | Treasury Stock | | | | Total IPG Stockholders’ Equity | | Non-controlling Interests | | Total Stockholders’ Equity |
| Shares | | Amount | |
Balance at March 31, 2024 | 383.5 | | | $ | 38.3 | | | $ | 737.8 | | | $ | 4,239.1 | | | $ | (995.7) | | | $ | (195.4) | | | | | $ | 3,824.1 | | | $ | 59.0 | | | $ | 3,883.1 | |
Net income | | | | | | | 214.5 | | | | | | | | | 214.5 | | | 5.1 | | | 219.6 | |
Other comprehensive loss | | | | | | | | | (28.3) | | | | | | | (28.3) | | | (0.3) | | | (28.6) | |
Reclassifications related to redeemable non-controlling interests | | | | | (2.7) | | | | | | | | | | | (2.7) | | | (0.7) | | | (3.4) | |
Distributions to non-controlling interests | | | | | | | | | | | | | | | | | (4.3) | | | (4.3) | |
Change in redemption value of redeemable non-controlling interests | | | | | | | (3.6) | | | | | | | | | (3.6) | | | | | (3.6) | |
Repurchase of common stock | | | | | | | | | | | (68.2) | | | | | (68.2) | | | | | (68.2) | |
Common stock dividends ($0.33 per share) | | | | | | | (124.9) | | | | | | | | | (124.9) | | | | | (124.9) | |
Stock-based compensation | 0.2 | | | 0.0 | | | 25.0 | | | | | | | | | | | 25.0 | | | | | 25.0 | |
Shares withheld for taxes | 0.0 | | | 0.0 | | | (0.2) | | | | | | | | | | | (0.2) | | | | | (0.2) | |
Other | | | | | (0.1) | | | | | | | | | | | (0.1) | | | 0.6 | | | 0.5 | |
Balance at June 30, 2024 | 383.7 | | | $ | 38.3 | | | $ | 759.8 | | | $ | 4,325.1 | | | $ | (1,024.0) | | | $ | (263.6) | | | | | $ | 3,835.6 | | | $ | 59.4 | | | $ | 3,895.0 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Common Stock | | Additional Paid-In Capital | | Retained Earnings | | Accumulated Other Comprehensive Loss, Net of Tax | | Treasury Stock | | | | Total IPG Stockholders’ Equity | | Non-controlling Interests | | Total Stockholders’ Equity |
| Shares | | Amount | |
Balance at December 31, 2023 | 383.0 | | | $ | 38.3 | | | $ | 728.5 | | | $ | 4,254.5 | | | $ | (946.2) | | | $ | (132.5) | | | | | $ | 3,942.6 | | | $ | 61.2 | | | $ | 4,003.8 | |
Net income | | | | | | | 324.9 | | | | | | | | | 324.9 | | | 8.3 | | | 333.2 | |
Other comprehensive loss | | | | | | | | | (77.8) | | | | | | | (77.8) | | | (1.5) | | | (79.3) | |
Reclassifications related to redeemable non-controlling interests | | | | | (2.7) | | | | | | | | | | | (2.7) | | | (0.4) | | | (3.1) | |
Distributions to non-controlling interests | | | | | | | | | | | | | | | | | (8.6) | | | (8.6) | |
Change in redemption value of redeemable non-controlling interests | | | | | | | (3.6) | | | | | | | | | (3.6) | | | | | (3.6) | |
Repurchase of common stock | | | | | | | | | | | (131.1) | | | | | (131.1) | | | | | (131.1) | |
Common stock dividends ($0.66 per share) | | | | | | | (250.7) | | | | | | | | | (250.7) | | | | | (250.7) | |
Stock-based compensation | 1.1 | | | 0.0 | | | 47.8 | | | | | | | | | | | 47.8 | | | | | 47.8 | |
Shares withheld for taxes | (0.4) | | | 0.0 | | | (13.5) | | | | | | | | | | | (13.5) | | | | | (13.5) | |
Other | | | | | (0.3) | | | | | | | | | | | (0.3) | | | 0.4 | | | 0.1 | |
Balance at June 30, 2024 | 383.7 | | | $ | 38.3 | | | $ | 759.8 | | | $ | 4,325.1 | | | $ | (1,024.0) | | | $ | (263.6) | | | | | $ | 3,835.6 | | | $ | 59.4 | | | $ | 3,895.0 | |
THE INTERPUBLIC GROUP OF COMPANIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(Amounts in Millions)
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Common Stock | | Additional Paid-In Capital | | Retained Earnings | | Accumulated Other Comprehensive Loss, Net of Tax | | Treasury Stock | | | | Total IPG Stockholders’ Equity | | Non-controlling Interests | | Total Stockholders’ Equity |
| Shares | | Amount | |
Balance at March 31, 2023 | 391.8 | | | $ | 39.1 | | | $ | 1,016.7 | | | $ | 3,638.1 | | | $ | (969.9) | | | $ | (198.0) | | | | | $ | 3,526.0 | | | $ | 60.7 | | | $ | 3,586.7 | |
Net income | | | | | | | 265.5 | | | | | | | | | 265.5 | | | 3.2 | | | 268.7 | |
Other comprehensive income | | | | | | | | | 13.9 | | | | | | | 13.9 | | | 0.1 | | | 14.0 | |
Reclassifications related to redeemable non-controlling interests | | | | | | | | | | | | | | | | | 0.4 | | | 0.4 | |
Distributions to non-controlling interests | | | | | | | | | | | | | | | | | (5.4) | | | (5.4) | |
| | | | | | | | | | | | | | | | | | | |
Repurchase of common stock | | | | | | | | | | | (50.2) | | | | | (50.2) | | | | | (50.2) | |
Common stock dividends ($0.31 per share) | | | | | | | (120.8) | | | | | | | | | (120.8) | | | | | (120.8) | |
Stock-based compensation | 0.2 | | | 0.0 | | | 18.6 | | | | | | | | | | | 18.6 | | | | | 18.6 | |
Shares withheld for taxes | 0.0 | | | 0.1 | | | (0.1) | | | | | | | | | | | 0.0 | | | | | 0.0 | |
Other | | | | | | | | | | | | | | | | | 0.5 | | | 0.5 | |
Balance at June 30, 2023 | 392.0 | | | $ | 39.2 | | | $ | 1,035.2 | | | $ | 3,782.8 | | | $ | (956.0) | | | $ | (248.2) | | | | | $ | 3,653.0 | | | $ | 59.5 | | | $ | 3,712.5 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Common Stock | | Additional Paid-In Capital | | Retained Earnings | | Accumulated Other Comprehensive Loss, Net of Tax | | Treasury Stock | | Total IPG Stockholders’ Equity | | Non-controlling Interests | | Total Stockholders’ Equity |
| Shares | | Amount | |
Balance at December 31, 2022 | 389.6 | | | $ | 38.9 | | | $ | 1,057.5 | | | $ | 3,632.1 | | | $ | (993.7) | | | $ | (120.2) | | | $ | 3,614.6 | | | $ | 58.1 | | | $ | 3,672.7 | |
Net income | | | | | | | 391.5 | | | | | | | 391.5 | | | 9.3 | | | 400.8 | |
Other comprehensive income (loss) | | | | | | | | | 37.7 | | | | | 37.7 | | | (0.2) | | | 37.5 | |
Reclassifications related to redeemable non-controlling interests | | | | | | | | | | | | | | | 0.1 | | | 0.1 | |
Distributions to non-controlling interests | | | | | | | | | | | | | | | (8.5) | | | (8.5) | |
| | | | | | | | | | | | | | | | | |
Repurchases of common stock | | | | | | | | | | | (128.0) | | | (128.0) | | | | | (128.0) | |
Common stock dividends ($0.62 per share) | | | | | | | (240.8) | | | | | | | (240.8) | | | | | (240.8) | |
Stock-based compensation | 4.0 | | | 0.4 | | | 36.4 | | | | | | | | | 36.8 | | | | | 36.8 | |
| | | | | | | | | | | | | | | | | |
Shares withheld for taxes | (1.6) | | | (0.1) | | | (58.7) | | | | | | | | | (58.8) | | | | | (58.8) | |
Other | | | | | | | | | | | | | | | 0.7 | | | 0.7 | |
Balance at June 30, 2023 | 392.0 | | | $ | 39.2 | | | $ | 1,035.2 | | | $ | 3,782.8 | | | $ | (956.0) | | | $ | (248.2) | | | $ | 3,653.0 | | | $ | 59.5 | | | $ | 3,712.5 | |
The accompanying notes are an integral part of these unaudited financial statements.
Notes to Consolidated Financial Statements
(Amounts in Millions, Except Per Share Amounts)
(Unaudited)
Note 1: Basis of Presentation
The unaudited Consolidated Financial Statements have been prepared by The Interpublic Group of Companies, Inc. and its subsidiaries (the “Company,” “IPG,” “we,” “us” or “our”) in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for reporting interim financial information on Form 10-Q. Accordingly, they do not include certain information and disclosures required for complete financial statements. The effects of heightened macroeconomic uncertainty have impacted and may continue to impact our results of operations, cash flows and financial position. The Company’s Consolidated Financial Statements presented herein reflect the latest estimates and assumptions made by management that affect the reported amounts of assets and liabilities and related disclosures as of the date of the consolidated financial statements and reported amounts of revenue and expenses during the reporting periods presented. The Company believes it has used reasonable estimates and assumptions to assess the fair values of goodwill, long-lived assets and indefinite-lived intangible assets; assessment of the annual effective tax rate; valuation of deferred income taxes and allowance for expected credit losses on future uncollectible accounts receivable.
Actual results may differ from these estimates under different assumptions or conditions and further decline in macroeconomic conditions or increasing interest rates could have a negative impact on these estimates, including the fair value of certain assets. The consolidated results for interim periods are not necessarily indicative of results for the full year and should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2023 (the “2023 Annual Report”).
We conduct our business across three reportable segments described in Note 10. The three reportable segments are: Media, Data & Engagement Solutions ("MD&E"), Integrated Advertising & Creativity Led Solutions ("IA&C"), and Specialized Communications & Experiential Solutions ("SC&E").
Cost of services is comprised of the expenses of our revenue-producing reportable segments, MD&E, IA&C, and SC&E, including salaries and related expenses, office and other direct expenses and billable expenses, and includes an allocation of the centrally managed expenses from our "Corporate and Other" group. Office and other direct expenses include rent expense, professional fees, certain expenses incurred by our staff in servicing our clients and other costs directly attributable to client engagements.
Selling, general and administrative expenses are primarily the unallocated expenses from Corporate and Other, excluding depreciation and amortization.
Depreciation and amortization of fixed assets and intangible assets of the Company is disclosed as a separate operating expense.
Restructuring charges in 2024 consist of adjustments to the Company's restructuring actions taken in 2022 and 2020, and primarily relate to real estate actions which were designed to reduce our real estate footprint and to better align our cost structure with revenue.
In the opinion of management, these unaudited Consolidated Financial Statements include all adjustments, consisting only of normal and recurring adjustments necessary for a fair statement of the information for each period contained therein. Certain reclassifications and immaterial adjustments have been made to prior-period financial statements to conform to the current-period presentation, including the recast of certain prior period amounts to reflect the transfer of certain agencies between reportable segments.
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 June 30, 2024: MD&E, IA&C and SC&E, as further discussed in Note 10. MD&E principally generates revenue from providing global media and communications services, digital services and products, advertising and marketing technology, e‐commerce services, data management and analytics, strategic consulting, and digital brand experience. IA&C principally generates revenue from providing advertising, corporate and brand identity services, and strategic consulting. SC&E generates revenue from providing best-in-class global public relations and communications services, events, sports and entertainment marketing, and strategic consulting.
Our agencies are located in over 100 countries, including every significant world market. Our geographic revenue breakdown is listed below.
| | | | | | | | | | | | | | | | | | | | | | | |
| Three months ended June 30, | | Six months ended June 30, |
Total revenue: | 2024 | | 2023 | | 2024 | | 2023 |
United States | $ | 1,755.8 | | | $ | 1,737.2 | | | $ | 3,417.8 | | | $ | 3,420.4 | |
International: | | | | | | | |
United Kingdom | 237.5 | | | 216.3 | | | 448.4 | | | 412.1 | |
Continental Europe | 229.5 | | | 214.8 | | | 433.4 | | | 408.4 | |
Asia Pacific | 202.6 | | | 211.7 | | | 375.7 | | | 403.6 | |
Latin America | 110.2 | | | 110.4 | | | 202.8 | | | 201.1 | |
Other | 174.4 | | | 176.1 | | | 327.8 | | | 341.9 | |
Total International | 954.2 | | | 929.3 | | | 1,788.1 | | | 1,767.1 | |
Total Consolidated | $ | 2,710.0 | | | $ | 2,666.5 | | | $ | 5,205.9 | | | $ | 5,187.5 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Three months ended June 30, | | Six months ended June 30, |
Revenue before billable expenses: | 2024 | | 2023 | | 2024 | | 2023 |
United States | $ | 1,525.5 | | | $ | 1,531.8 | | | $ | 3,001.8 | | | $ | 3,002.4 | |
International: | | | | | | | |
United Kingdom | 193.7 | | | 184.9 | | | 371.7 | | | 355.1 | |
Continental Europe | 199.2 | | | 192.5 | | | 378.7 | | | 356.2 | |
Asia Pacific | 167.3 | | | 177.3 | | | 310.1 | | | 336.5 | |
Latin America | 102.2 | | | 102.4 | | | 189.3 | | | 187.1 | |
Other | 139.2 | | | 139.6 | | | 258.4 | | | 268.1 | |
Total International | 801.6 | | | 796.7 | | | 1,508.2 | | | 1,503.0 | |
Total Consolidated | $ | 2,327.1 | | | $ | 2,328.5 | | | $ | 4,510.0 | | | $ | 4,505.4 | |
Notes to Consolidated Financial Statements – (continued)
(Amounts in Millions, Except Per Share Amounts)
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | |
MD&E | Three months ended June 30, | | Six months ended June 30, |
Total revenue: | 2024 | | 2023 | | 2024 | | 2023 |
United States | $ | 680.6 | | | $ | 676.1 | | | $ | 1,318.3 | | | $ | 1,325.8 | |
International | 394.8 | | | 399.7 | | | 730.4 | | | 736.9 | |
Total MD&E | $ | 1,075.4 | | | $ | 1,075.8 | | | $ | 2,048.7 | | | $ | 2,062.7 | |
| | | | | | | |
Revenue before billable expenses: | | | | | | | |
United States | $ | 677.8 | | | $ | 672.4 | | | $ | 1,311.3 | | | $ | 1,309.7 | |
International | 385.7 | | | 388.5 | | | 713.5 | | | 717.1 | |
Total MD&E | $ | 1,063.5 | | | $ | 1,060.9 | | | $ | 2,024.8 | | | $ | 2,026.8 | |
| | | | | | | | | | | | | | | | | | | | | | | |
IA&C | Three months ended June 30, | | Six months ended June 30, |
Total revenue: | 2024 | | 2023 | | 2024 | | 2023 |
United States | $ | 626.9 | | | $ | 643.2 | | | $ | 1,251.5 | | | $ | 1,265.5 | |
International | 372.5 | | | 361.8 | | | 711.7 | | | 698.5 | |
Total IA&C | $ | 999.4 | | | $ | 1,005.0 | | | $ | 1,963.2 | | | $ | 1,964.0 | |
| | | | | | | |
Revenue before billable expenses: | | | | | | | |
United States | $ | 599.3 | | | $ | 607.4 | | | $ | 1,200.0 | | | $ | 1,199.7 | |
International | 310.8 | | | 300.9 | | | 591.5 | | | 579.1 | |
Total IA&C | $ | 910.1 | | | $ | 908.3 | | | $ | 1,791.5 | | | $ | 1,778.8 | |
| | | | | | | | | | | | | | | | | | | | | | | |
SC&E | Three months ended June 30, | | Six months ended June 30, |
Total revenue: | 2024 | | 2023 | | 2024 | | 2023 |
United States | $ | 448.3 | | | $ | 417.9 | | | $ | 848.0 | | | $ | 829.1 | |
International | 186.9 | | | 167.8 | | | 346.0 | | | 331.7 | |
Total SC&E | $ | 635.2 | | | $ | 585.7 | | | $ | 1,194.0 | | | $ | 1,160.8 | |
| | | | | | | |
Revenue before billable expenses: | | | | | | | |
United States | $ | 248.4 | | | $ | 252.0 | | | $ | 490.5 | | | $ | 493.0 | |
International | 105.1 | | | 107.3 | | | 203.2 | | | 206.8 | |
Total SC&E | $ | 353.5 | | | $ | 359.3 | | | $ | 693.7 | | | $ | 699.8 | |
Contract Balances
The following table provides information about receivables, contract assets and contract liabilities from contracts with customers.
| | | | | | | | | | | |
| June 30, 2024 | | December 31, 2023 |
Accounts receivable, net of allowance of $43.8 and $46.4, respectively | $ | 4,505.9 | | | $ | 5,768.8 | |
Accounts receivable, billable to clients | 2,163.9 | | | 2,229.2 | |
Contract assets | 45.4 | | | 68.6 | |
Contract liabilities (deferred revenue) | 609.4 | | | 684.7 | |
Contract assets are primarily comprised of contract incentives that are generally satisfied annually under the terms of our contracts and are transferred to accounts receivable when the right to payment becomes unconditional. Contract liabilities relate
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 $651.7 of unsatisfied performance obligations as of June 30, 2024, which will be recognized as services are performed over the remaining contractual terms through 2029.
Note 3: Debt and Credit Arrangements
Long-Term Debt
A summary of the carrying amounts of our long-term debt is listed below.
| | | | | | | | | | | | | | | | | |
| Effective Interest Rate | | June 30, 2024 | | December 31, 2023 |
|
4.200% Senior Notes due 2024 | 4.240% | | $ | — | | | $ | 249.9 | |
4.650% Senior Notes due 2028 (less unamortized discount and issuance costs of $0.8 and $1.9, respectively) | 4.780% | | 497.3 | | | 497.0 | |
4.750% Senior Notes due 2030 (less unamortized discount and issuance costs of $2.4 and $3.5, respectively) | 4.920% | | 644.1 | | | 643.6 | |
2.400% Senior Notes due 2031 (less unamortized discount and issuance costs of $0.6 and $3.1, respectively) | 2.512% | | 496.3 | | | 496.0 | |
5.375% Senior Notes due 2033 (less unamortized discount and issuance costs of $3.4 and $2.9, respectively) | 5.650% | | 293.7 | | | 293.4 | |
3.375% Senior Notes due 2041 (less unamortized discount and issuance costs of $1.0 and $4.8, respectively) | 3.448% | | 494.2 | | | 494.1 | |
5.400% Senior Notes due 2048 (less unamortized discount and issuance costs of $2.6 and $4.5, respectively) | 5.480% | | 492.9 | | | 492.8 | |
Other notes payable and finance leases | | | 0.4 | | | 0.8 | |
Total long-term debt | | | 2,918.9 | | | 3,167.6 | |
Less: current portion | | | 0.1 | | | 250.1 | |
Long-term debt, excluding current portion | | | $ | 2,918.8 | | | $ | 2,917.5 | |
As of June 30, 2024 and December 31, 2023, the estimated fair value of the Company's long-term debt was $2,665.0 and $2,975.3, respectively. Refer to Note 11 for details.
Debt Transactions
4.200% Senior Notes due 2024
Our 4.200% unsecured senior notes in aggregate principal amount of $250.0 matured on April 15, 2024. We used cash on hand to fund the principal repayment.
Credit Agreement
We maintain a committed corporate credit facility, originally dated as of July 18, 2008, which has been amended and restated from time to time (the "Credit Agreement"). We use our Credit Agreement to increase our financial flexibility, to provide letters of credit primarily to support obligations of our subsidiaries and to support our commercial paper program. On May 29, 2024, we amended and restated the Credit Agreement. As amended, among other things, the maturity date of the Credit Agreement was extended to May 29, 2029, and the cost structure of the Credit Agreement was changed. The Credit Agreement continues to include a required leverage ratio of not more than 3.50 to 1.00, among other customary covenants, including limitations on our liens and the liens of our consolidated subsidiaries and limitations on the incurrence of subsidiary debt. At the election of the Company, the leverage ratio may be changed to not more than 4.00 to 1.00 for four consecutive quarters, beginning with the fiscal quarter in which there is an occurrence of one or more acquisitions with an aggregate purchase price of at least $200.0.
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 June 30, 2024, there were no borrowings under the Credit Agreement; however, we had $9.5 of letters of credit under the Credit Agreement, which reduced our total availability to $1,490.5. We were in compliance with all of our covenants in the Credit Agreement as of June 30, 2024.
Under the Credit Agreement, we can elect to receive advances bearing interest based on either the Base Rate, the EURIBOR rate, the SONIA rate or the Term SOFR rate (each as defined in the Credit Agreement) plus an applicable margin that is determined based on our credit ratings. As of June 30, 2024, the applicable margin was 0.125% for Base Rate borrowings, 1.125% for EURIBOR and SONIA borrowings, and 1.225% for Term SOFR borrowings. Letter of credit fees accrue on the average daily aggregate amount of letters of credit outstanding, at a rate equal to the applicable margin for EURIBOR advances, and fronting fees accrue on the aggregate amount of letters of credit outstanding at an annual rate of 0.250%. We also pay a facility fee on each lender’s revolving commitment of 0.125%, which is an annual rate determined based on our credit ratings.
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 June 30, 2024, the Company had uncommitted lines of credit in an aggregate amount of $794.9, under which we had outstanding borrowings of $20.5 classified as short-term borrowings on our Consolidated Balance Sheet. The average amount outstanding during the second quarter of 2024 was $35.2 with a weighted-average interest rate of approximately 8.6%.
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 second quarter of 2024, there was no commercial paper activity and, as of June 30, 2024, there was no commercial paper outstanding.
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 June 30, | | Six months ended June 30, |
| 2024 | | 2023 | | 2024 | | 2023 |
Net income available to IPG common stockholders | $ | 214.5 | | | $ | 265.5 | | | $ | 324.9 | | | $ | 391.5 | |
| | | | | | | |
Weighted-average number of common shares outstanding - basic | 376.3 | | | 385.7 | | | 377.4 | | | 385.8 | |
Dilutive effect of stock options and restricted shares | 2.4 | | | 2.0 | | | 2.3 | | | 1.8 |
Weighted-average number of common shares outstanding - diluted | 378.7 | | | 387.7 | | | 379.7 | | 387.6 |
| | | | | | | |
Earnings per share available to IPG common stockholders: | | | | | | | |
Basic | $ | 0.57 | | | $ | 0.69 | | | $ | 0.86 | | | $ | 1.01 | |
Diluted | $ | 0.57 | | | $ | 0.68 | | | $ | 0.86 | | | $ | 1.01 | |
Note 5: Supplementary Data
Accrued Liabilities
The following table presents the components of accrued liabilities.
| | | | | | | | | | | |
| June 30, 2024 | | December 31, 2023 |
Salaries, benefits and related expenses | $ | 344.3 | | | $ | 507.5 | |
Interest | 36.7 | | | 40.2 | |
Income taxes payable | 10.4 | | | 56.8 | |
Office and related expenses | 18.7 | | | 22.3 | |
Acquisition obligations | 7.6 | | | 2.9 | |
Restructuring charges | 0.3 | | | 0.6 | |
Other | 70.1 | | | 75.5 | |
Total accrued liabilities | $ | 488.1 | | | $ | 705.8 | |
Other Expense, Net
Results of operations for the three and six months ended June 30, 2024 and 2023 include certain items that are not directly associated with our revenue-producing operations.
| | | | | | | | | | | | | | | | | | | | | | | |
| Three months ended June 30, | | Six months ended June 30, |
| 2024 | | 2023 | | 2024 | | 2023 |
Net gains/(losses) on sales of businesses | $ | 2.1 | | | $ | (2.6) | | | $ | (4.7) | | | $ | (6.8) | |
Other | (3.3) | | | (1.8) | | | (6.0) | | | (4.3) | |
Total other expense, net | $ | (1.2) | | | $ | (4.4) | | | $ | (10.7) | | | $ | (11.1) | |
Net gains/(losses) on sales of businesses – During the three and six months ended June 30, 2024 and 2023, 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 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 six months ended June 30, 2024 and 2023, the amounts recognized were primarily related to pension and postretirement costs.
Notes to Consolidated Financial Statements – (continued)
(Amounts in Millions, Except Per Share Amounts)
(Unaudited)
Share Repurchase Programs
On February 8, 2023, the Board of Directors (the "Board") authorized a share repurchase program to repurchase from time to time up to $350.0, excluding fees, of our common stock, which was in addition to any amounts remaining under the 2022 share repurchase program.
On February 7, 2024, the Board authorized a share repurchase program to repurchase from time to time up to $320.0, excluding fees, of our common stock, which was in addition to any amounts remaining under the 2023 share repurchase program.
We may effect such repurchases through open market purchases, trading plans established in accordance with U.S. Securities and Exchange Commission ("SEC") rules, derivative transactions or other means. The timing and amount of repurchases in future periods will depend on market conditions and other funding requirements.
The following table presents our share repurchase activity under our share repurchase programs for the six months ended June 30, 2024 and 2023.
| | | | | | | | | | | |
| Six months ended June 30, |
| 2024 | | 2023 |
Number of shares repurchased | 4.1 | | | 3.5 | |
Aggregate cost, including fees1 | $ | 130.1 | | | $ | 128.0 | |
Average price per share, including fees | $ | 31.77 | | | $ | 36.40 | |
1The amount for the six months ended June 30, 2024 and 2023 excludes $1.0 and $0.0 of estimated excise tax on net share repurchases, respectively.
We fully utilized the 2023 share repurchase program during the second quarter of 2024. As of June 30, 2024, $270.1, excluding fees, remains available for repurchase under the 2024 share repurchase program. There is no expiration date associated with the 2024 share repurchase program.
Redeemable Non-controlling Interests
Many of our acquisitions include provisions under which the non-controlling equity owners may require us to purchase additional interests in a subsidiary at their discretion. Redeemable non-controlling interests are adjusted quarterly, if necessary, to their estimated redemption value, but not less than their initial fair value. Any adjustments to the redemption value impact retained earnings or additional paid in capital, except for foreign currency translation adjustments.
The following table presents changes in our redeemable non-controlling interests.
| | | | | | | | | | | |
| Six months ended June 30, |
| 2024 | | 2023 |
Balance at beginning of period | $ | 42.3 | | | $ | 38.3 | |
Change in related non-controlling interests balance | 0.4 | | | (0.1) | |
Changes in redemption value of redeemable non-controlling interests: | | | |
Additions | 2.7 | | | 7.4 | |
Redemptions and other | (6.1) | | | (0.4) | |
Redemption value adjustments | 3.6 | | | — | |
Currency translation adjustments | (0.1) | | | 0.3 | |
Balance at end of period | $ | 42.8 | | | $ | 45.5 | |
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.
Notes to Consolidated Financial Statements – (continued)
(Amounts in Millions, Except Per Share Amounts)
(Unaudited)
The Company transferred certain agencies between operating segments as of January 1, 2024 which resulted in certain changes to our reporting units and reportable segments. We have allocated goodwill to our reporting units using a relative fair value approach. In addition, we completed an assessment of any potential goodwill impairment for all impacted reporting units immediately prior and subsequent to the reallocation and determined that no impairment existed.
The following table sets forth details of changes in goodwill by reportable segment of the Company:
| | | | | | | | | | | | | | | | | | | | | | | |
| MD&E | | IA&C | | SC&E | | Total |
Balance at December 31, 2023 | $ | 2,677.5 | | | $ | 1,723.2 | | | $ | 680.2 | | | $ | 5,080.9 | |
Goodwill Reallocation | 13.3 | | | (13.3) | | | — | | | — | |
Balance at January 1, 2024 | 2,690.8 | | | 1,709.9 | | | 680.2 | | | 5,080.9 | |
(Dispositions)/Acquisitions | — | | | (1.2) | | | 0.2 | | | (1.0) | |
Foreign Currency and Other | (5.9) | | | (10.9) | | | (4.0) | | | (20.8) | |
Balance at June 30, 2024 | $ | 2,684.9 | | | $ | 1,697.8 | | | $ | 676.4 | | | $ | 5,059.1 | |
Note 6: Income Taxes
For the three and six months ended June 30, 2024, our income tax expense was negatively impacted by net losses on sales of businesses and the classification of certain assets as held for sale for which we received minimal tax benefit and by losses in certain foreign jurisdictions where we receive no tax benefit due to 100% valuation allowances. Our income tax expense was positively impacted by the settlement of the 2017 through 2019 New York State income tax audit. The adoption of the OECD's global tax reform initiative (known as Pillar 2) did not have a material impact on the second quarter and first half of 2024.
We have various tax years under examination by tax authorities in the U.S., in various countries, and in various states and localities, such as New York City, in which we have significant business operations. It is not yet known whether these examinations will, in the aggregate, result in our paying additional taxes. We believe our tax reserves are adequate in relation to the potential for additional assessments in each of the jurisdictions in which we are subject to taxation. We regularly assess the likelihood of additional tax assessments in those jurisdictions and, if necessary, adjust our reserves as additional information or events require.
With respect to all tax years open to examination by U.S. federal, various state and local, and non-U.S. tax authorities, we currently anticipate that total unrecognized tax benefits will decrease by an amount between $98.0 and $108.0 in the next twelve months, a portion of which will affect our effective income tax rate, primarily as a result of the settlement of tax examinations and the lapsing of statutes of limitations. This net decrease is related to various items of income and expense, primarily transfer pricing adjustments.
We are effectively settled with respect to U.S. federal income tax audits through 2019. With limited exceptions, we are no longer subject to state and local income tax audits for years prior to 2015 or non-U.S. income tax audits for years prior to 2011.
Note 7: Incentive Compensation Plans
We issue stock-based compensation and cash awards to our employees under various plans established by the Compensation and Leadership Talent Committee of the Board of Directors (the "Compensation Committee") and approved by our stockholders. We issued the following stock-based awards under the 2019 Performance Incentive Plan (the "2019 PIP") during the six months ended June 30, 2024.
| | | | | | | | | | | |
| Awards | | Weighted-average grant-date fair value (per award) |
Restricted stock (units) | 1.4 | | | $ | 31.39 | |
Performance-based stock (shares) | 2.8 | | | $ | 27.53 | |
| | | |
Cash-settled awards | 0.1 | | | $ | 31.40 | |
Total stock-based compensation awards | 4.3 | | | |
During the six months ended June 30, 2024, the Compensation Committee granted performance cash awards under the 2019 PIP and restricted cash awards under the 2020 Restricted Cash Plan with a total annual target value of $1.5 and $14.8,
Notes to Consolidated Financial Statements – (continued)
(Amounts in Millions, Except Per Share Amounts)
(Unaudited)
respectively. Cash awards are expensed over the vesting period, which is typically three years for performance cash awards and two years or three years for restricted cash awards.
Note 8: Accumulated Other Comprehensive Loss, Net of Tax
The following tables present the changes in accumulated other comprehensive loss, net of tax, by component.
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Foreign Currency Translation Adjustments | | | | Derivative Instruments | | Defined Benefit Pension and Other Postretirement Plans | | Total |
Balance as of December 31, 2023 | $ | (789.1) | | | | | $ | 33.5 | | | $ | (190.6) | | | $ | (946.2) | |
Other comprehensive (loss) income before reclassifications | (79.8) | | | | | — | | | 0.7 | | | (79.1) | |
Amount reclassified from accumulated other comprehensive loss, net of tax | — | | | | | (1.4) | | | 2.7 | | | 1.3 | |
Balance as of June 30, 2024 | $ | (868.9) | | | | | $ | 32.1 | | | $ | (187.2) | | | $ | (1,024.0) | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Foreign Currency Translation Adjustments | | Derivative Instruments | | Defined Benefit Pension and Other Postretirement Plans | | Total |
Balance as of December 31, 2022 | $ | (849.1) | | | $ | 35.0 | | | $ | (179.6) | | | $ | (993.7) | |
Other comprehensive income before reclassifications | 31.7 | | | 0.6 | | | 2.9 | | | 35.2 | |
Amount reclassified from accumulated other comprehensive loss, net of tax | 0.5 | | | (0.6) | | | 2.6 | | | 2.5 | |
Balance as of June 30, 2023 | $ | (816.9) | | | $ | 35.0 | | | $ | (174.1) | | | $ | (956.0) | |
Amounts reclassified from accumulated other comprehensive loss, net of tax, for the three and six months ended June 30, 2024 and 2023 are as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three months ended June 30, | | Six months ended June 30, | | Affected Line Item in the Consolidated Statements of Operations |
| 2024 | | 2023 | | 2024 | | 2023 | |
Foreign currency translation adjustments | $ | 0.0 | | | $ | 0.5 | | | $ | 0.0 | | | $ | 0.5 | | | Other expense, net |
Net gain on derivative instruments | (0.9) | | | (0.2) | | | (1.8) | | | (0.6) | | | Other expense, net, Interest expense |
Amortization of defined benefit pension and postretirement plan items | 1.7 | | | 1.7 | | | 3.6 | | | 3.4 | | | Other expense, net |
Tax effect | (0.2) | | | (0.5) | | | (0.5) | | | (0.8) | | | Provision for income taxes |
Total amount reclassified from accumulated other comprehensive loss, net of tax | $ | 0.6 | | | $ | 1.5 | | | $ | 1.3 | | | $ | 2.5 | | | |
Notes to Consolidated Financial Statements – (continued)
(Amounts in Millions, Except Per Share Amounts)
(Unaudited)
Note 9: Employee Benefits
We have a defined benefit pension plan that covers certain U.S. employees (the “Domestic Pension Plan”). We also have numerous funded and unfunded plans outside the U.S. The Interpublic Limited Pension Plan in the U.K. is a defined benefit plan and is our most material foreign pension plan in terms of the benefit obligation and plan assets. Some of our domestic and foreign subsidiaries provide postretirement health benefits and life insurance to eligible employees and, in certain cases, their dependents. The domestic postretirement benefit plan is our most material postretirement benefit plan in terms of the benefit obligation. Certain immaterial foreign pension and postretirement benefit plans have been excluded from the table below.
In December 2023, the U.K. Pension Plan entered into an agreement with an insurance company to purchase a group annuity, or "buy-in", that matches the plan's future projected benefit obligations to covered participants. As part of the annuity purchase contract, the U.K. Pension Plan has the option to complete a "buy-out", which would transfer all liabilities of the plan to the insurer, which the Company anticipates to be completed in the first half of 2025. The non-cash settlement charge, net of tax, associated with the transaction is currently estimated to be approximately $180.0 to $200.0.
The components of net periodic cost for the Domestic Pension Plan, the significant foreign pension plans and the domestic postretirement benefit plan are listed below.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Domestic Pension Plan | | Foreign Pension Plans | | Domestic Postretirement Benefit Plan |
Three Months Ended June 30, | 2024 | | 2023 | | 2024 | | 2023 | | 2024 | | 2023 |
Service cost | $ | 0.0 | | | $ | 0.0 | | | $ | 0.9 | | | $ | 0.8 | | | $ | 0.0 | | | $ | 0.0 | |
Interest cost | 0.9 | | | 1.0 | | | 3.6 | | | 3.8 | | | 0.2 | | | 0.3 | |
Expected return on plan assets | (0.7) | | | (1.0) | | | (3.6) | | | (4.3) | | | 0.0 | | | 0.0 | |
Settlements | 0.0 | | | 0.0 | | | (0.1) | | | 0.0 | | | 0.0 | | | 0.0 | |
Amortization of: | | | | | | | | | | | |
Prior service cost | 0.0 | | | 0.0 | | | 0.0 | | | 0.1 | | | 0.0 | | | 0.0 | |
Unrecognized actuarial losses | 0.4 | | | 0.4 | | | 1.4 | | | 1.2 | | | 0.0 | | | 0.0 | |
Net periodic cost | $ | 0.6 | | | $ | 0.4 | | | $ | 2.2 | | | $ | 1.6 | | | $ | 0.2 | | | $ | 0.3 | |
| | | | | | | | | | | |
| Domestic Pension Plan | | Foreign Pension Plans | | Domestic Postretirement Benefit Plan |
Six Months Ended June 30, | 2024 | | 2023 | | 2024 | | 2023 | | 2024 | | 2023 |
Service cost | $ | 0.0 | | | $ | 0.0 | | | $ | 1.7 | | | $ | 0.6 | | | $ | 0.0 | | | $ | 0.0 | |
Interest cost | 1.8 | | | 2.0 | | | 7.3 | | | 7.9 | | | 0.4 | | | 0.5 | |
Expected return on plan assets | (1.4) | | | (2.0) | | | (7.3) | | | (8.5) | | | 0.0 | | | 0.0 | |
Settlements | 0.0 | | | 0.0 | | | (0.1) | | | 0.0 | | | 0.0 | | | 0.0 | |
Amortization of: | | | | | | | | | | | |
Prior service cost | 0.0 | | | 0.0 | | | 0.0 | | | 0.1 | | | 0.0 | | | 0.0 | |
Unrecognized actuarial losses | 0.8 | | | 0.8 | | | 2.9 | | | 2.5 | | | 0.0 | | | 0.0 | |
Net periodic cost | $ | 1.2 | | | $ | 0.8 | | | $ | 4.5 | | | $ | 2.6 | | | $ | 0.4 | | | $ | 0.5 | |
The components of net periodic cost other than the service cost component are included in the line item “Other expense, net” in the Consolidated Statements of Operations.
During the six months ended June 30, 2024, we contributed $0.0 and $5.2 of cash to our domestic and foreign pension plans, respectively. For the remainder of 2024, we expect to contribute approximately $0.0 and $5.0 of cash to our domestic and foreign pension plans, respectively.
Notes to Consolidated Financial Statements – (continued)
(Amounts in Millions, Except Per Share Amounts)
(Unaudited)
Note 10: Segment Information
As of June 30, 2024, we have three reportable segments: MD&E, IA&C, and SC&E. We also report results for the "Corporate and other" group.
MD&E primarily provides, and is distinguished by innovative capabilities and scale in, global media and communications services, digital services and products, advertising and marketing technology, e‐commerce services, data management and analytics, strategic consulting, and digital brand experience. MD&E is comprised of IPG Mediabrands and Acxiom, as well as our digital and commerce specialist agencies, which include MRM, R/GA, and Huge.
IA&C primarily provides advertising, corporate and brand identity services, and strategic consulting. IA&C is distinguished by the leading role of complex integrations of ideation and the execution of advertising and creative campaigns across all communications channels that are foundational to client brand identities. IA&C is comprised of leading global networks and agencies that provide a broad range of services, including McCann Worldgroup, IPG Health, MullenLowe Group, Foote, Cone & Belding ("FCB"), and our domestic integrated agencies.
SC&E primarily provides best-in-class global public relations and other specialized communications services, events, sports and entertainment marketing, and strategic consulting. SC&E is comprised of agencies that provide a range of marketing services expertise, including Weber Shandwick, Golin, our sports, entertainment, and experiential agencies, and IPG DXTRA Health.
Certain prior period amounts, wherever applicable, have been recast to reflect the transfer of certain agencies between our reportable segments.
We continue to evaluate our financial reporting structure, and the profitability measure employed by our chief operating decision maker for allocating resources to operating divisions and assessing operating division performance is segment EBITA. Summarized financial information concerning our reportable segments is shown in the following table.
Notes to Consolidated Financial Statements – (continued)
(Amounts in Millions, Except Per Share Amounts)
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | |
| Three months ended June 30, | | Six months ended June 30, |
| 2024 | | 2023 | | 2024 | | 2023 |
Total revenue: | | | | | | | |
MD&E | $ | 1,075.4 | | | $ | 1,075.8 | | | $ | 2,048.7 | | | $ | 2,062.7 | |
IA&C | 999.4 | | | 1,005.0 | | | 1,963.2 | | | 1,964.0 | |
SC&E | 635.2 | | | 585.7 | | | 1,194.0 | | | 1,160.8 | |
Total | $ | 2,710.0 | | | $ | 2,666.5 | | | $ | 5,205.9 | | | $ | 5,187.5 | |
| | | | | | | |
Revenue before billable expenses: | | | | | | | |
MD&E | $ | 1,063.5 | | | $ | 1,060.9 | | | $ | 2,024.8 | | | $ | 2,026.8 | |
IA&C | 910.1 | | | 908.3 | | | 1,791.5 | | | 1,778.8 | |
SC&E | 353.5 | | | 359.3 | | | 693.7 | | | 699.8 | |
Total | $ | 2,327.1 | | | $ | 2,328.5 | | | $ | 4,510.0 | | | $ | 4,505.4 | |