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Supplementary Data

9 Months Ended

Sep. 30, 2025

Accrued Liabilities

The following table presents the components of accrued liabilities.


	September 30, 2025		December 31, 2024
Salaries, benefits and related expenses	$	384.3	$	432.1
Interest	37.9		37.5
Income taxes payable	0.1		80.3
Office and related expenses	16.4		18.7
Acquisition obligations	0.3		5.3
Restructuring charges	74.9		0.4
Other	101.6		87.3
Total accrued liabilities	$	615.5	$	661.6

Other Expense, Net

Results of operations for the three and nine months ended September 30, 2025 and 2024 include certain items that are not directly associated with our revenue-producing operations.


	Three months ended September 30,				Nine months ended September 30,
	2025		2024		2025		2024
Net gains/(losses) on sales of businesses	$	4.5	$	(1.7)	$	(30.0)	$	(6.4)
Other	(10.2)		(1.0)		(14.0)		(7.0)
Total other expense, net	$	(5.7)	$	(2.7)	$	(44.0)	$	(13.4)

Net gains/(losses) on sales of businesses – During the three and nine months ended September 30, 2025 and 2024, the amounts recognized primarily related to business disposal activities, including the classification of certain assets and liabilities as held for sale, within our MD&E, IA&C and SC&E reportable segments.

Other – During the three and nine months ended September 30, 2025 and the three and nine months ended September 30, 2024, the amounts recognized were primarily related to pension and post-retirement costs, which were partially offset by changes in the fair market value of equity investments for the

Share Repurchase Programs

On February 11, 2025, the Board authorized a share repurchase program to repurchase from time to time up to $155.0, excluding fees, of our common stock.

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, 2025 and 2024.


	Nine months ended September 30,
	2025		2024
Number of shares repurchased	10.1		7.3
Aggregate cost, including fees1	$	257.4	$	230.1
Average price per share, including fees	$	25.39	$	31.40

1The amount for the nine months ended September 30, 2025 and 2024 excludes $2.1 and $1.9 of estimated excise tax on net share repurchases, respectively.

As of September 30, 2025, $68.1, excluding fees, remains available for repurchase under the 2025 share repurchase program. There is no expiration date associated with the 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,
	2025		2024
Balance at beginning of period	$	45.6	$	42.3
Change in related non-controlling interests balance	(1.9)		1.3
Changes in redemption value of redeemable non-controlling interests:
Additions	8.6		2.7
Redemptions and other	(15.6)		(6.1)
Redemption value adjustments	(20.2)		5.1
Currency translation adjustments	0.5		0.3
Balance at end of period	$	17.0	$	45.6

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.

During the third quarter of 2025, an agency that comprised a significant portion of a reporting unit within our SC&E segment was classified as held for sale. Additionally, the Company transferred certain agencies between operating segments as of January 1, 2025, April 1, 2025 and September 1, 2025. The agency transfers that occurred as of April 1, 2025 resulted in certain changes to our reporting units and reportable segments. We have allocated goodwill to our reporting units, including the remaining reporting unit subsequent to the held for sale classification, 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 reallocations, and held for sale classification, 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, 20241	$	2,332.8	$	1,681.8	$	674.8	$	4,689.4
Goodwill Reallocation	2.7		(2.7)		—		—
Acquisitions/(Dispositions)2	48.2		—		(45.0)		3.2
Foreign currency and other	14.7		35.6		7.5		57.8
Balance at September 30, 20251	$	2,398.4	$	1,714.7	$	637.3	$	4,750.4

1 The goodwill balances at December 31, 2024 and September 30, 2025 include $207.2 of accumulated impairment within the MD&E reportable segment.

2 The amount for the nine months ended September 30, 2025 within our MD&E segment is due to the acquisition of an e-commerce, intelligence platform, for which we paid $54.2, net of cash acquired. The amount for the nine months ended September 30, 2025 within our SC&E segment represents goodwill allocated to a business which is held for sale.

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.

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.

We have secured regulatory approvals for Omnicom's pending acquisition of IPG in all required jurisdictions other than the European Union ("EU"). We are continuing to pursue the required EU regulatory approval and expect that the acquisition will close by the end of November 2025.

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 three and nine months ended September 30, 2025, $22.8 and $38.5, respectively, of deal costs were incurred related to the planned acquisition of IPG by Omnicom. Deal costs comprised of legal, professional, filing fees, and retention-related compensation expenses were recorded within selling, general and administrative expenses, with the exception of $4.1 recorded within salaries, benefits, and related expenses for both the three and nine months ended September 30, 2025.

On August 11, 2025, in connection with the planned merger, Omnicom commenced an offer to exchange any and all of our outstanding 4.650% Senior Notes due 2028, 4.750% Senior Notes due 2030, 2.400% Senior Notes due 2031, 5.375% Senior Notes due 2033, 3.375% Senior Notes due 2041, and 5.400% Senior Notes due 2048 (collectively, the “IPG Senior Notes”) for up to $2.95 billion in aggregate principal amount of new Omnicom notes and cash, and solicited consents to amend the indentures governing the IPG Senior Notes (the “Proposed Amendments”). On August 25, 2025, Omnicom and IPG announced that Omnicom has received sufficient consents to consummate the consent solicitations, and that IPG executed a supplemental indenture (the “New IPG Supplemental Indenture”) to the existing IPG indentures related to the IPG Senior Notes in order to effect the Proposed Amendments. The Proposed Amendments will become operative upon the consummation of the exchange offers, which are currently set to expire on November 28, 2025, subject to further extension, and which are subject to the closing of the merger and certain other conditions.