Supplementary Data (Notes)

3 Months Ended

Mar. 31, 2025

Supplementary Data [Abstract]

Accrued Liabilities

Accrued Liabilities

The following table presents the components of accrued liabilities.

	March 31, 2025		December 31, 2024
Salaries, benefits and related expenses	$	294.4	$	432.1
Interest	39.0		37.5
Income taxes payable	46.4		80.3
Office and related expenses	16.9		18.7
Acquisition obligations	5.3		5.3
Restructuring charges	61.0		0.4
Other	98.4		87.3
Total accrued liabilities	$	561.4	$	661.6

Other Income, Net

Other Expense, Net

Results of operations for the three months ended March 31, 2025 and 2024 include certain items that are not directly associated with our revenue-producing operations.

Share Repurchase Program

Share Repurchase Programs

Redeemable Noncontrolling Interest [Table Text Block]

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.

	Three months ended March 31,
	2025		2024
Balance at beginning of period	$	45.6	$	42.3
Change in related non-controlling interests balance	(0.6)		(0.3)
Changes in redemption value of redeemable non-controlling interests:
Additions	8.6		—
Redemptions and other	(5.1)		(6.1)
Redemption value adjustments	0.0		0.0
Currency translation adjustments	0.1		0.1
Balance at end of period	$	48.6	$	36.0

Goodwill Disclosure

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, 2025. 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:

Mergers, Acquisitions and Dispositions Disclosures

Note 2:  Planned Acquisition of IPG by Omnicom

On December 8, 2024, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Omnicom Group Inc. (“Omnicom”) and EXT Subsidiary Inc., a direct wholly owned subsidiary of Omnicom (“Merger Sub”), pursuant to which Merger Sub will merge with and into IPG, with IPG surviving the merger as a direct wholly owned subsidiary of Omnicom.

As a result of the merger, each share of IPG common stock issued and outstanding immediately prior to the effective time of the merger (other than certain excluded shares) will be converted into the right to receive 0.344 shares of Omnicom common stock and, if applicable, cash in lieu of fractional shares. The exchange ratio is fixed and will not be adjusted to reflect stock price changes prior to closing the merger.

Following the close of the transaction, Omnicom shareholders will own 60.6% of the combined company and IPG shareholders will own 39.4%, on a fully diluted basis. As a result of the merger, we will cease to be a publicly traded company.

The Merger Agreement contains customary representations, warranties, and covenants. The stock-for-stock transaction is expected to be tax-free to IPG shareholders and is expected to close in the second half of 2025, subject to required domestic and foreign regulatory approvals and other customary conditions.

On March 12, 2025, each of Omnicom and Interpublic received a Request for Additional Information and Documentary Material (the "Second Request") from the U.S. Federal Trade Commission (FTC) in connection with Omnicom's proposed acquisition of Interpublic. The Second Request was issued under notification requirements of the Hart-Scott-Rodino (HSR) Antitrust Improvements Act of 1976, as amended.

On March 18, 2025, the shareholders of Omnicom and Interpublic each approved the acquisition of Interpublic at each company's special meeting of stockholders held that day.

If the Merger Agreement is terminated under certain circumstances, including if Omnicom terminates the agreement as a result of a willful and material breach of our non-solicitation obligations under the Merger Agreement, then we will be obligated to pay a termination fee of $439.0 to Omnicom (the “IPG Termination Fee”). We will also be obligated to pay the IPG Termination Fee if we breach the Merger Agreement in a manner that Omnicom’s closing conditions not being satisfied and the breach cannot be cured by the specified outside date and, in any such case, within 12 months after the termination date a competing proposal to acquire 50% or more of the business, assets or outstanding shares of IPG has been publicly announced and consummated, or a definitive agreement in respect of such competing proposal has been signed.

During the first quarter of 2025, $4.8 of deal costs were incurred related to the planned acquisition of IPG by Omnicom, which were recorded within selling, general and administrative expenses.