INTERPUBLIC GROUP OF COMPANIES, INC. - Annual Report: 2023 (Form 10-K)

()$ $ $ ) )) ) ()$ $ $

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

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Notes to Consolidated Financial Statements

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Note 1:

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to years for furniture and equipment, to years for buildings and for leasehold improvements. Land is stated at cost and is not depreciated.

We capitalize certain internal and external costs incurred to acquire or create internal use software, principally related to our enterprise resource planning (“ERP”) systems. Our ERP systems are stated at cost, net of accumulated amortization, and are amortized using the straight-line method over years. All other internal use computer software are stated at cost, net of accumulated amortization and are amortized using the straight-line method over the estimated useful lives of the related assets, which range from to years.

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Notes to Consolidated Financial Statements

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reporting units that were subject to the 2023 annual impairment testing. Our annual impairment review as of October 1, 2023 did not result in an impairment charge for any of our reporting units.

Intangible assets with indefinite useful lives are not amortized but are evaluated for impairment annually or more frequently if events or changes in circumstances indicate that impairment may exist. The Company first assesses qualitative factors to determine whether it is necessary to perform a quantitative impairment test for indefinite-lived intangible assets. Impairment exists if the fair value of the indefinite-lived intangible asset is less than the carrying value. The determination of fair value is based on the relief from royalty method of the income approach, which models the cash flows from indefinite-lived intangibles assuming royalties were received under a licensing arrangement. This discounted cash flow analysis includes assumptions related to forecasted future revenues attributable to indefinite-lived intangibles, royalty rates and risk-adjusted discount rates. If the carrying value of an indefinite-lived intangible asset exceeds its estimated fair value, the indefinite-lived intangible asset is considered impaired, and an impairment loss will be recognized in an amount equal to the excess of the carrying value over the fair value. Based on this analysis, for the indefinite lived-intangible asset for which we performed a quantitative impairment test as of October 1, 2023, we concluded that it was not impaired because its fair value was in excess of its carrying value.

For reporting units not included in the qualitative assessment, or for any reporting units identified in the qualitative assessment as "more likely than not" that the fair value is less than its carrying value, the quantitative impairment test is performed. For our annual impairment test, we compare the respective fair value of our reporting units' equity to the carrying value of their net assets. The sum of the fair values of all our reporting units is also reconciled to our current market capitalization plus an estimated control premium. Goodwill allocated to a reporting unit whose fair value is equal to or greater than its carrying value is not impaired, and no further testing is required. Should the carrying amount for a reporting unit exceed its fair value, then the quantitative impairment test is failed and impaired goodwill is written down to its fair value with a charge to expense in the period the impairment is identified.

The fair value of each reporting unit for 2023 and 2022 was estimated using a combination of the income approach, which incorporates the use of the discounted cash flow method, and the market approach, which incorporates the use of earnings and revenue multiples based on market data.

We review intangible assets with definite lives subject to amortization whenever events or circumstances indicate that a carrying amount of an asset may not be recoverable. Recoverability of these assets is determined by comparing the carrying value of these assets to the estimated undiscounted future cash flows expected to be generated by these asset groups. These asset groups are impaired when their carrying value exceeds their fair value. Impaired intangible assets with definite lives subject to amortization are written down to their fair value with a charge to expense in the period the impairment is identified. Intangible assets with definite lives are amortized on a straight-line basis with estimated useful lives generally between and years. Events or circumstances that might require impairment testing include the loss of a significant client, the identification of other impaired assets within a reporting unit, loss of key personnel, the disposition of a significant portion of a reporting unit, significant decline in stock price or a significant adverse change in business climate or regulations.

for the year ended December 31, 2023, a pre-tax gain of $ for the year ended December 31, 2022, and a pre-tax loss of $ for the year ended December 31, 2021.

We monitor the currencies of countries in which we operate in order to determine if the country should be considered a highly inflationary environment. A currency is determined to be highly inflationary when there is cumulative inflation of approximately 100% or more over a three-year period. If this occurs the functional currency of that country is changed to our reporting currency, the U.S. Dollar, and foreign exchange gains or losses are recognized on all monetary transactions, assets and liabilities in currencies other than the U.S. Dollar until the currency is no longer considered highly inflationary.

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Notes to Consolidated Financial Statements

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shares of our treasury stock, which resulted in a reduction in common stock of $, treasury stock of $ and APIC of $. In October 2022, we retired shares of our treasury stock, which resulted in a reduction in common stock of $, treasury stock of $ and APIC of $. During 2021, there was significant treasury stock activity due to the suspension of the share repurchase program.

Note 2: Revenue

Disaggregation of Revenue

The following is a description of the principal activities, by reportable segment, from which we generate revenue. For more detailed information about reportable segments, see Note 15.

Media, Data & Engagement Solutions

The MD&E segment 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.

Integrated Advertising & Creativity Led Solutions

The IA&C segment 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.

Specialized Communications & Experiential Solutions

The SC&E segment 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.

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Notes to Consolidated Financial Statements

(Amounts in Millions, Except Per Share Amounts)

Principal Geographic Markets

Our agencies are located in over 100 countries, including every significant world market. Our geographic revenue breakdown is listed below.

$ $ International:United Kingdom Continental Europe Asia Pacific Latin America Other Total International Total Consolidated$ $ $


	Years ended December 31,
Revenue before billable expenses:	2023	2022	2021
United States	$	$	$
International:
United Kingdom
Continental Europe
Asia Pacific
Latin America
Other
Total International
Total Consolidated	$	$	$


MD&E	Years ended December 31,
Total revenue:	2023	2022	2021
United States	$	$	$
International
Total MD&E	$	$	$

Revenue before billable expenses:
United States	$	$	$
International
Total MD&E	$	$	$

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$ $ International Total IA&C$ $ $ Revenue before billable expenses:United States$ $ $ International Total IA&C$ $ $


SC&E	Years ended December 31,
Total revenue:	2023	2022	2021
United States	$	$	$
International
Total SC&E	$	$	$

Revenue before billable expenses:
United States	$	$	$
International
Total SC&E	$	$	$

$ Accounts receivable, billable to clients Contract assets Contract liabilities (deferred revenue) of unsatisfied performance obligations as of December 31, 2023, which will be recognized as services are performed over the remaining contractual terms through 2028.

Note 3:

year to years. The discount rate used to measure the lease

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$ $ Short-term lease cost Sublease income()()()Total lease cost $ $ $ Cash paid related to operating lease liabilities
$ $ $ Right-of-use assets obtained in exchange for lease liabilities$ $ $ As of December 31,202320222021Weighted-average remaining lease term Weighted-average discount rate % % % 2025 2026 2027 2028 Thereafter Total future lease payments Less: imputed interest Present value of future lease payments Less: current portion of operating leases Non-current operating leases
$

As of December 31, 2023, we had additional operating leases that had not yet commenced with future lease payments of approximately $ commencing in 2024 with lease terms of to years.

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Notes to Consolidated Financial Statements

(Amounts in Millions, Except Per Share Amounts)

Note 4: Debt and Credit Arrangements

%$ $ 4.650% Senior Notes due 2028 (less unamortized discount and issuance costs of $0.9 and $2.1, respectively) % 4.750% Senior Notes due 2030 (less unamortized discount and issuance costs of $2.6 and $3.8, respectively) % 2.400% Senior Notes due 2031 (less unamortized discount and issuance costs of $0.7 and $3.3, respectively) % 5.375% Senior Notes due 2033 (less unamortized discount and issuance costs of $3.6 and $3.0, respectively) % 3.375% Senior Notes due 2041 (less unamortized discount and issuance costs of $0.9 and $5.0, respectively) % 5.400% Senior Notes due 2048 (less unamortized discount and issuance costs of $2.6 and $4.6, respectively) % Other notes payable and capitalized leases Total long-term debt Less: current portion Long-term debt, excluding current portion$ $

1See Note 13 for information on the fair value measurement of our long-term debt.

2025 2026 2027 2028 Thereafter Total long-term debt$

For those debt securities that have a premium or discount at the time of issuance, we amortize the amount through interest expense based on the maturity date or the first date the holders may require us to repurchase the debt securities, if applicable. A premium would result in a decrease in interest expense, and a discount would result in an increase in interest expense in future periods. Additionally, we have debt issuance costs related to certain financing transactions which are also amortized through interest expense. As of December 31, 2023 and 2022, we had total unamortized debt issuance costs of $ and $, respectively. Our debt securities include covenants that, among other things, limit our liens and the liens of certain of our consolidated subsidiaries, but do not require us to maintain any financial ratios or specified levels of net worth or liquidity.

As of December 31, 2023 and 2022, the estimated fair value of the Company's long-term debt was $ and $, respectively. Refer to Note 13 for details.

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Notes to Consolidated Financial Statements

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% Senior Notes due 2033

On June 8, 2023, we issued a total of $ in aggregate principal amount of % unsecured senior notes (the "% Senior Notes") due June 15, 2033. Upon issuance, the % Senior Notes were reflected in our unaudited Consolidated Balance Sheets at $, net of discount of $ and net of capitalized debt issuance costs, including commissions and offering expenses of $, 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, which commenced on December 15, 2023.

Credit Arrangement

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 like 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 $.

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 $, 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 $, 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 on letters of credit of $, or the equivalent in other currencies. Our obligations under the Credit Agreement are unsecured. As of both December 31, 2023 and 2022, there were borrowings under the Credit Agreement; however, we had $ and $ of letters of credit under the Credit Agreement, which reduced our total availability to $ and $, respectively. In addition to other customary covenants, we are required to maintain the financial covenant listed below as of the end of each fiscal quarter for the period of four fiscal quarters then ended pursuant to our Credit Agreement. We were in compliance with all of our covenants in the Credit Agreement as of December 31, 2023.

Under the Credit Agreement, we can elect to receive advances bearing interest based on either the Base Rate or the Eurocurrency rate (each as defined in the Credit Agreement) plus an applicable margin that is determined based on our credit ratings. As of December 31, 2023, the applicable margin was % for Base Rate advances and % for Eurocurrency Rate 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 Eurocurrency rate advances, and fronting fees accrue on the aggregate amount of letters of credit outstanding at an annual rate of %. We also pay a facility fee on each lender's revolving commitment of %, which is an annual rate determined based on our credit ratings.


						Financial Covenant
Leverage ratio (not greater than): 1

1The leverage ratio is defined as debt as of the last day of such fiscal quarter to EBITDA, as defined in the Credit Agreement, for the four quarters then ended.

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 December 31, 2023 and 2022, the Company had uncommitted lines of credit in an aggregate amount of $ and $, under which we had outstanding borrowings of $ and $ classified as short-term borrowings on our Consolidated Balance Sheets, respectively. The average amounts outstanding during 2023 and 2022 were $ and $, respectively, with weighted-average interest rates of approximately % and %, respectively.

Commercial Paper

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Notes to Consolidated Financial Statements

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. Borrowings under the commercial paper program are supported by the Credit Agreement described above. Commercial paper proceeds are used for working capital and general corporate purposes, including the repayment of maturing indebtedness and other short-term liquidity needs. Commercial paper maturities vary but may not exceed days from the date of issue. As of both December 31, 2023 and 2022, there was commercial paper outstanding. There was outstanding commercial paper under the program during both 2023 and 2022.

Cash Pooling

We aggregate our domestic cash position on a daily basis. Outside the United States, we use cash pooling arrangements with banks to help manage our liquidity requirements. In these pooling arrangements, several IPG agencies agree with a single bank that the cash balances of any of the agencies with the bank will be subject to a full right of set-off against amounts other agencies owe the bank, and the bank provides for overdrafts as long as the net balance for all agencies does not exceed an agreed-upon level. Typically, each agency pays interest on outstanding overdrafts and receives interest on cash balances. Our Consolidated Balance Sheets reflect cash, net of bank overdrafts, under all of our pooling arrangements, and as of December 31, 2023 and 2022 the amounts netted were $ and $, respectively.

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Notes to Consolidated Financial Statements

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Note 5:

$ $ Weighted-average number of common shares outstanding - basic

Dilutive effect of stock options and restricted shares

Weighted-average number of common shares outstanding - diluted Earnings per share available to IPG common stockholders:

Basic

$ $ $

Diluted

$ $ $

Note 6:

acquisitions, of which was included in the IA&C reportable segment, and of which was included in the SC&E reportable segment. We paid $, net of cash acquired and recorded approximately $ of goodwill and $ of other intangible assets related to the acquisitions.

During 2022, we completed acquisition, recorded in the MD&E reportable segment. On September 23, 2022, we entered into a definitive purchase agreement to acquire approximately % of the outstanding shares of RafterOne with options to purchase the remaining outstanding shares. The transaction closed on October 3, 2022, subject to customary closing adjustments. We paid $, net of cash acquired, related to the acquisition. The purpose of the acquisition is to combine the Company's media, creative, marketing services and analytics capabilities, global scale and consumer insights, with RafterOne's Salesforce capabilities for commerce, service, data, marketing and customer experience. We recorded approximately $ of goodwill, of which approximately $ was recorded during 2023, and $ of other intangible assets related to the acquisition of RafterOne.

During 2021, acquisitions occurred.

The results of operations of our acquired companies were included in our consolidated results from the closing date of each acquisition. We did not make any payments in stock related to our acquisitions in 2023, 2022 or 2021.

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Notes to Consolidated Financial Statements

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$ $ Cost of investment: prior-year acquisitions Less: net cash acquired

Total cost of investment

Operating payments 1

Total cash paid for acquisitions 2

$ $ $

1Represents cash payments for amounts that have been recognized in operating expenses since the date of acquisition either relating to adjustments to estimates in excess of the initial value of contingent payments recorded or were contingent upon the future employment of the former owners of the acquired companies. Amounts are reflected in the operating section of the Consolidated Statements of Cash Flows.

2Of the total cash paid for acquisitions, $, $ and $ for the years ended December 31, 2023, 2022 and 2021, respectively, are classified under the investing section of the Consolidated Statements of Cash Flows as acquisitions, net of cash acquired. These amounts relate to initial payments for new transactions, as well as adjustments made to upfront payments related to prior year acquisitions. Of the total cash paid for acquisitions, $, $ and $ for the years ended December 31, 2023, 2022 and 2021, respectively, are classified under the financing section of the Consolidated Statements of Cash Flows as acquisition-related payments. These amounts relate to deferred payments and increases in our ownership interest for prior acquisitions.

For companies acquired, we estimate the fair values of the assets and liabilities based on 100% of the business for consolidation. The purchase price in excess of the estimated fair value of the tangible net assets acquired is allocated to identifiable intangible assets and then to goodwill. Due to the characteristics of advertising, specialized marketing and communication services companies, our acquisitions typically do not have significant amounts of tangible assets since the principal assets we acquire are client relationships and talent. As a result, a substantial portion of the purchase price is primarily allocated to customer lists, trade names and goodwill.

For acquisitions, we record deferred payment and redeemable non-controlling interest amounts on our Consolidated Balance Sheets based on their acquisition-date fair value. Deferred payments are recorded on a discounted basis and adjusted quarterly, if necessary, through operating income or net interest expense, depending on the nature of the arrangement, for both changes in estimate and accretion between the acquisition date and the final payment date. See Note 16 for further information on contingent acquisition obligations. 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.

$ $ Change in related non-controlling interests balance()() Changes in redemption value of redeemable non-controlling interests:Additions Redemptions and other()()()Redemption value adjustments() ()Currency translation adjustments(0.1)(0.2)(5.7)Balance at end of period$ $ $

For all acquisitions, if a portion of the deferred payments and purchases of additional interests after the effective date of purchase are contingent upon employment terms, then that amount is accounted for separately from the business combination and recognized as compensation expense over the required earn-out period. Payments deemed as compensation are excluded from the fair value purchase price allocation to tangible net assets and intangible assets acquired.

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Notes to Consolidated Financial Statements

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Note 7:

$ $

Charges to costs and expenses 1

()()Adjustments:(Dispositions)/Acquisitions()()()Uncollectible accounts written off()()()Recoveries Foreign currency translation adjustments ()()Balance at end of period$ $ $

1Includes reversals of our allowance for credit losses as a result of improved credit outlook over the course of the COVID-19 pandemic for the years ended December 31, 2022 and December 31, 2021.

$ Leasehold improvements Internal-use computer software Land and buildings Gross property and equipment Less: accumulated depreciation and amortization()()Total property and equipment, net$ $

Total depreciation and amortization expense, which excludes the amortization of acquired intangibles, for property and equipment for the years ended December 31, 2023, 2022 and 2021 was $, $ and $, respectively.

$ Income taxes payable Interest Office and related expenses Acquisition obligations Restructuring charges Other Total accrued liabilities$ $

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Notes to Consolidated Financial Statements

(Amounts in Millions, Except Per Share Amounts)

$()$()Loss on early extinguishment of debt ()Other() Total other income (expense), net$ $()$()

Net gains/(losses) on sales of businesses – During 2023, 2022 and 2021, 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 held for sale as of year-end primarily represent unprofitable, non-strategic agencies which are expected to be sold within the next twelve months. The sales of businesses and the classification of certain assets and liabilities as held for sale included cash, net of proceeds, of $, $() and $() for the years ended 2023, 2022 and 2021, respectively, which is classified within the Proceeds from sale of businesses, net of cash sold line in our Consolidated Statements of Cash Flows.

Loss on early extinguishment of debt – During the first quarter of 2021, we recorded a loss of $ related to the early extinguishment of all $ in aggregate principal amount of our % Senior Notes, all $ in aggregate principal amount of our % Senior Notes, and $ of the $ in aggregate principal amount of our % Senior Notes.

Other – During 2023, the majority of the amounts recognized were primarily related to pension and postretirement costs. During 2022, the majority of the amounts recognized were primarily related to a cash gain from the sale of an equity investment, partially offset by a non-cash loss related to the deconsolidation of a previously consolidated entity in which we maintain an equity interest. During 2021, the majority of the amounts recognized were related to a non-cash gain related to the deconsolidation of a previously consolidated entity in which we maintain an equity interest, and pension and postretirement costs.

In February 2022, our Board of Directors (the "Board") reauthorized a program to repurchase, from time to time, up to $ of our common stock.

On February 8, 2023, the Board authorized a share repurchase program to repurchase from time to time up to $, 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 $, 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 year ended December 31, 2023, 2022 and 2021.


	Years ended December 31,
	2023	2022	2021
Number of shares repurchased
Aggregate cost, including fees1	$	$	$
Average price per share, including fees	$	$	$

1.The amount for twelve months ended December 31, 2023 excludes $ of estimated excise tax on net share repurchases.

We fully utilized the 2022 share repurchase program during the second quarter of 2023. As of December 31, 2023, $, excluding fees, remains available for repurchase under the 2023 share repurchase program. There are no expiration dates associated with the share repurchase programs.

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$ $

Changes in operating lease right-of-use assets and lease liabilities 1

() ()

Cash paid for income taxes, net of refunds 2

)

A summary of the restructuring activities related to the 2022 Real Estate Actions by segment is as follows:

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(Amounts in Millions, Except Per Share Amounts)

)$ IA&C() SC&E Corporate and other Total$()$

Non cash lease impairment costs:

MD&E$()$ IA&C() SC&E Corporate and other Total$()$

A summary of the restructuring activities related to the 2020 Plan by segment is as follows:


	Years ended December 31,
	2023		2022	2021
Restructuring charges:
MD&E	$	()	$	$
IA&C
SC&E			()
Corporate and other				()
Total	$		$	$

Non cash lease impairment costs:
MD&E	$	()	$	$	()
IA&C				()
SC&E			()
Corporate and other			()
Total	$	()	$	$

Note 12:

PIP”), replacing the 2014 Performance Incentive Plan (the “2014 PIP”) and previous incentive plans. The number of shares of common stock initially available for grants of all equity awards under the PIP is . Pursuant to the terms of the PIP, the number of shares that may be awarded to any one participant for any stock based awards is limited to . The vesting period of awards granted is generally commensurate with the requisite service period. We generally issue new shares to satisfy the exercise of stock options or the distribution of other stock-based awards.

Additionally, under the PIP, we have the ability to issue performance cash awards. The performance cash awards are granted to certain employees who otherwise would have been eligible to receive performance-based stock awards. These awards have a service period vesting condition and a performance vesting condition. The amount of the performance cash award received by an employee with a performance vesting condition can of the original grant value, except for Executive Officers of IPG, with a range of . Performance cash awards generally vest in . The Compensation Committee may grant performance cash awards to any eligible employee; however, no employee can receive more than $ during a performance period.

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Notes to Consolidated Financial Statements

(Amounts in Millions, Except Per Share Amounts)

$ $ Cash-settled awards Performance-based awards Stock Options Employee stock purchase plan

Other 1

Stock-based compensation expense$ $ $ Tax benefit$ $ $

Stock Options

Stock options are granted with the exercise price equal to the fair market value of our common stock on the grant date. We use the Black-Scholes option-pricing model to estimate the fair value of options granted, which requires the input of subjective assumptions including the option’s expected term and the price volatility of the underlying stock. They are generally first exercisable between two and four years from the grant date and expire ten years after the grant date (or earlier in the case of certain terminations of employment). There were stock options granted during the year ended December 31, 2023, stock options granted during the year ended December 31, 2022 and stock options granted during the year ended December 31, 2021.

$ Granted Exercised $ Stock options outstanding as of December 31, 2023 $ $

There were stock options exercised in 2023 and there were and stock options exercised during 2022 and 2021, respectively. The total intrinsic value of stock options exercised during 2023, 2022 and 2021 was $, $ and $, respectively. The cash received from the stock options exercised in 2023, 2022 and 2021 was $, $ and $, which included taxes withheld of $, $, and $, respectively.

Stock-Based Compensation

We grant other stock-based compensation awards such as stock-settled awards, cash-settled awards and performance-based awards (settled in cash or shares) to certain key employees. The number of shares or units received by an employee for performance-based awards depends on Company performance against specific performance targets and could of shares originally granted, except for Executive Officers of IPG, with a range of . Incentive awards are subject to certain restrictions and vesting requirements as determined by the Compensation Committee. The fair value of the shares on the grant date is amortized over the vesting period, which is generally . Upon completion of the vesting period for cash-settled awards, the grantee is entitled to receive a payment in cash based on the fair market value of the corresponding number of shares of common stock. No monetary consideration is paid by a recipient for any incentive award. The fair value of cash-settled awards is adjusted each quarter based on our share price. The holders of certain stock-settled awards have the right to receive dividends. Dividends declared on common stock are accrued during the vesting period and paid when the award vests. The holders of performance-based awards have no ownership interest in the underlying shares of common stock until the awards vest and the shares of common stock are issued.

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Notes to Consolidated Financial Statements

(Amounts in Millions, Except Per Share Amounts)

Weighted-average grant-date fair value (per award)$ $ $ Total fair value of vested awards distributed$ $ $ Cash-Settled Awards:Awards granted Weighted-average grant-date fair value (per award)$ $ $ Total fair value of vested awards distributed$ $ $ Performance-Based Awards:Awards granted Weighted-average grant-date fair value (per award)$ $ $ Total fair value of vested awards distributed$ $ $

In conjunction with common stock dividends declared in 2023 and 2022, we accrued dividends of $ and $, respectively, on non-vested stock-settled and cash-settled awards and paid dividends of $ and $ for stock-settled and cash-settled awards that vested during 2023 and 2022, respectively.

$ $ $

Reinstated

Granted Vested() () Forfeited() () Non-vested as of December 31, 2023 $ $ $ Total unrecognized compensation expense remaining$ $ $ Weighted-average years expected to be recognized over

In conjunction with our annual grant of long-term incentive compensation awards, we reviewed our estimates and assumptions in 2023, which resulted in a forfeiture rate slightly less than prior years.

2020 Restricted Cash Plan

In November 2020, the Compensation Committee approved a new Interpublic Restricted Cash Plan, (collectively the “Cash Plans”). Under the Cash Plan, the Board, the Compensation Committee or the Plan Administrator may grant cash awards to certain employees eligible to receive cash-settled awards. Cash awards, when granted, have a service-period vesting condition and generally vest in or .

Cash Awards

During the years ended December 31, 2023, 2022 and 2021, the Compensation Committee granted cash awards under the Cash Plans with a total target value of $, $ and $, respectively. For those same years, we recognized $, $ and $, respectively, in salaries and related expenses in our Consolidated Statements of Operations.

During the years ended December 31, 2023, 2022 and 2021, the Compensation Committee granted performance awards to be settled in cash under the PIP with a total target value of $, $, and $, respectively. For those same years, we recognized $, $ and $, respectively, in salaries and related expenses in our Consolidated Statements of Operations.

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Notes to Consolidated Financial Statements

(Amounts in Millions, Except Per Share Amounts)

shares were issued. Under the ESPP, eligible employees may purchase our common stock through payroll deductions not exceeding % of their eligible compensation or (actual number) shares each offering period, consistent with the prior employee stock purchase plan. The price an employee pays for a share of common stock under the ESPP is . An aggregate of approximately shares are reserved for issuance under the ESPP, of which shares have been issued since the inception of the ESPP through December 31, 2023. During the year ended December 31, 2023, shares with a value of $ were issued under the ESPP.

Note 13:

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Notes to Consolidated Financial Statements

(Amounts in Millions, Except Per Share Amounts)

$ $ $ Cash and cash equivalentsLiabilities

Contingent acquisition obligations 1

$ $ $ $ Accrued liabilities and Other non-current liabilities December 31, 2022Balance Sheet Classification Level 1Level 2Level 3TotalAssets

Cash equivalents

$ $ Cash and cash equivalentsLiabilities

Contingent acquisition obligations 1

$ Accrued liabilities and Other non-current liabilities

1 from December 31, 2022 to December 31, 2023 is primarily due to payments related to our deferred acquisitions from prior-year acquisitions and valuation adjustments, partially offset by the addition of a new contingent acquisition obligation and the exercises of redeemable non-controlling interest. The amounts payable within the next twelve months are classified in accrued liabilities; any amounts payable thereafter are classified in other non-current liabilities.

Financial Instruments that are not Measured at Fair Value on a Recurring Basis

$ $ $ $ $ $ $

Our long-term debt is comprised of senior notes and other notes payable. The fair value of our senior notes, which are traded over-the-counter, is based on quoted prices in markets that are not active. Therefore, these senior notes are classified as Level 2. Our other notes payable are not actively traded, and their fair value is not solely derived from readily observable inputs. The fair value of our other notes payable is determined based on a discounted cash flow model and other proprietary valuation methods, and therefore is classified as Level 3. See Note 4 for further information on our long-term debt.

The discount rates used as significant unobservable inputs in the Level 3 fair value measurements of our contingent acquisition obligations and long-term debt as of December 31, 2023 ranged from % to %.

Non-financial Instruments that are Measured at Fair Value on a Nonrecurring Basis

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Notes to Consolidated Financial Statements

(Amounts in Millions, Except Per Share Amounts)

Note 14:

participants and is closed to new participants. We also have numerous funded and unfunded plans outside the U.S. The Interpublic Limited Pension Plan in the U.K. (the "U.K. Pension Plan") 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. This plan consists of approximately participants, is closed to new participants and is unfunded.

Differences between the aggregate income statement and balance sheet amounts listed in the tables below and the totals reported in our Consolidated Statements of Operations, Consolidated Statements of Comprehensive Income and Consolidated Balance Sheets relate to non-material foreign pension and postretirement benefit plans.

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 plans future projected benefit obligations to covered participants. Prior to the transaction, the Company contributed an incremental $ to the U.K. Pension Plan. 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 next 12-18 months. The non-cash settlement charge, net of tax, associated with the transaction is currently estimated to be approximately $ to $.

$ $ $ $ $ Service cost Interest cost Benefits paid()()()()()()Plan participant contributions Actuarial (gains) losses () () ()Settlements () Plan amendments Foreign currency effect () Projected benefit obligation as of December 31$ $ $ $ $ $ Fair Value of Plan AssetsFair value of plan assets as of January 1$ $ $ $ $ $ Actual return on plan assets () () Employer contributions Plan participant contributions Benefits paid()()()()()()Settlements () Foreign currency effect () Fair value of plan assets as of December 31$ $ $ $ $ $ Funded status of the plans at December 31$()$()$ $()$()$()

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Notes to Consolidated Financial Statements

(Amounts in Millions, Except Per Share Amounts)

$ $ $ $ $ Current liability ()()()()Non-current liability()()()()()() Net liability recognized$()$()$ $()$()$() Accumulated benefit obligation$ $ $ $ Amounts recognized in Accumulated Other
Comprehensive Loss, netNet actuarial loss$ $ $ $ $ $ Prior service cost (credit) Total amount recognized$ $ $ $ $ $

Actuarial losses of $ for the Domestic Pension Plan are attributed to a decrease in the discount rate from % as of December 31, 2022 to % as of December 31, 2023 and changes in demographic experience. Actuarial losses of $ for the foreign pension plans are attributed to a decrease in the weighted-average discount rate from % as of December 31, 2022 to % as of December 31, 2023 and changes in demographic experience.


	Domestic Pension Plan		Foreign Pension Plans
December 31,	2023	2022	2023	2022
Pension plans with an accumulated benefit obligation in excess of plan assets
Aggregate projected benefit obligation	$	$	$	$
Aggregate accumulated benefit obligation
Aggregate fair value of plan assets


	Domestic Pension Plan		Foreign Pension Plans
December 31,	2023	2022	2023	2022
Pension plans with a projected benefit obligation in excess of plan assets
Aggregate projected benefit obligation	$	$	$	$
Aggregate accumulated benefit obligation
Aggregate fair value of plan assets

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Notes to Consolidated Financial Statements

(Amounts in Millions, Except Per Share Amounts)

$ $ $ $ $ $ $ $ Interest cost Expected return on plan assets()()()()()() Curtailment and settlement () () Amortization of:Prior service cost (credit) Net actuarial losses Net periodic cost$ $()$ $ $()$()$ $ $

Assumptions


	Domestic Pension Plan						Foreign Pension Plans						Domestic Postretirement Benefit Plan
Years ended December 31,	2023		2022		2021		2023		2022		2021		2023		2022		2021

Net periodic cost
Discount rate		%		%		%		%		%		%		%		%		%
Rate of compensation increase	N/A		N/A		N/A			%		%		%	N/A		N/A		N/A
Expected return on plan assets		%		%		%		%		%		%	N/A		N/A		N/A
Interest crediting rates		%		%		%		%		%		%	N/A		N/A		N/A

Benefit obligation
Discount rate		%		%		%		%		%		%		%		%		%
Rate of compensation increase	N/A		N/A		N/A			%		%		%	N/A		N/A		N/A
Interest crediting rates		%		%		%		%		%		%	N/A		N/A		N/A

Healthcare cost trend rate assumed for next year
Initial rate (weighted-average)														%		%		%
Year ultimate rate is reached
Ultimate rate														%		%		%

Discount Rates – At December 31, 2023, 2022 and 2021, we determined our discount rates for our domestic pension plan, foreign pension plans and domestic postretirement benefit plan based on either a bond selection/settlement approach or bond yield curve approach. Using the bond selection/settlement approach, we determine the discount rate by selecting a portfolio of corporate bonds appropriate to provide for the projected benefit payments. Using the bond yield curve approach, we determine the discount rate by matching the plans' cash flows to spot rates developed from a yield curve. Both approaches utilize high-quality AA-rated corporate bonds and the plans' projected cash flows to develop a discounted value of the benefit payments, which is then used to develop a single discount rate. In countries where markets for high-quality long-term AA corporate bonds are not well developed, a portfolio of long-term government bonds is used as a basis to develop hypothetical corporate bond yields, which serve as a basis to derive the discount rate.

Expected Return on Assets – Our expected rate of return is determined at the beginning of each year and considers asset class index returns over various market and economic conditions, current and expected market conditions, risk premiums associated with asset classes and long-term inflation rates. We determine both a short-term and long-term view and then select a long-term rate of return assumption that matches the duration of our liabilities.

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Notes to Consolidated Financial Statements

(Amounts in Millions, Except Per Share Amounts)

$ $ $ $ $ $ $ Limited partnerships Fixed income securities Insurance contracts Other Total plan assets, subject to leveling$ $ $ $ $ $ $ $

Other Plan Assets

Other investments measured at net asset value 1

Non-benefit obligation liabilities

() Total plan assets$ $

1Certain investments that are measured at fair value using the net asset value per share (or its equivalent) as a practical expedient have not been classified in the fair value hierarchy but are included to reconcile to the amounts presented in the fair value of plan assets table above.

Registered investment companies, which are publicly traded, are primarily valued using recently reported sales prices. Limited partnerships are invested primarily in equity and fixed income securities. Fixed income securities include government and investment-grade corporate bonds. Insurance contracts are valued based on the cash surrender value of the contract. Other investments primarily include cash and cash equivalents, equity securities and derivatives. Other investments measured at net asset value include common/collective trusts, hedge funds and other commingled assets that are invested primarily in equity and fixed income securities. These investments are not publicly traded and are valued based on the net asset value of shares held by the plan at year end, which reflects the fair value of the underlying investments.

$ Actual return on plan assets ()Net purchases, sales and settlements ()Balance at end of period$ $

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Notes to Consolidated Financial Statements

(Amounts in Millions, Except Per Share Amounts)

% % %Equity securities % % %Fixed income securities % % %

Insurance contracts

% % %

Liability driven investments 2

% % %

Real estate & Other

% % %Total % % %

1Alternative investments have the flexibility to dynamically invest across a broad range of asset classes including bonds, equity, cash, property and commodities.

2Liability driven investment strategies use government bonds as well as derivative instruments to hedge a portion of the impact of interest rates and inflation movements on the long-term liabilities.

Cash Flows

During 2023, we contributed $ and $ of cash to our domestic and foreign pension plans, respectively. For 2024, we expect to contribute approximately $ and $ of cash to our domestic and foreign pension plans, respectively.

$ $ 2025 2026 2027 2028 2029 - 2033

The estimated future payments for our domestic postretirement benefit plan are net of any estimated U.S. federal subsidies expected to be received under the Medicare Prescription Drug, Improvement and Modernization Act of 2003, which total no more than $ in any individual year.

Savings Plans

We sponsor defined contribution plans (the “Savings Plans”) that cover substantially all domestic employees. The Savings Plans permit participants to make contributions on a pre-tax and/or after-tax basis and allow participants to choose among various investment alternatives. We match a portion of participant contributions based upon their years of service. Amounts expensed for the Savings Plans for 2023, 2022 and 2021 were $, $ and $, respectively. Expenses include a discretionary Company contribution of $, $ and $ offset by participant forfeitures of $, $ and $ in 2023, 2022 and 2021, respectively. In addition, we maintain defined contribution plans in various foreign countries and contributed $, $ and $ to these plans in 2023, 2022 and 2021, respectively.

Deferred Compensation and Benefit Arrangements

We have deferred compensation and benefit arrangements which (i) permit certain of our key officers and employees to defer a portion of their salary or incentive compensation or (ii) require us to contribute an amount to the participant’s account. These arrangements may provide participants with the amounts deferred plus interest upon attaining certain conditions, such as

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Notes to Consolidated Financial Statements

(Amounts in Millions, Except Per Share Amounts)

and $, respectively. Amounts expensed for deferred compensation and benefit arrangements in 2023, 2022 and 2021 were $, $ and $, respectively.

We have purchased life insurance policies on participants' lives to assist in the funding of the related deferred compensation and deferred benefit liabilities. As of December 31, 2023 and 2022, the cash surrender value of these policies was $ and $, respectively.

Long-Term Disability Plan

We have a long-term disability plan which provides income replacement benefits to eligible participants who are unable to perform their job duties or any job related to his or her education, training or experience. As all income replacement benefits are fully insured, related obligation is required as of December 31, 2023 and 2022. In addition to income replacement benefits, plan participants may remain covered for certain health and life insurance benefits up to normal retirement age, and accordingly, we have recorded an obligation of $ and $ as of December 31, 2023 and 2022, respectively.

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Notes to Consolidated Financial Statements

(Amounts in Millions, Except Per Share Amounts)

Note 15:

reportable segments: MD&E, IA&C and SC&E. We also report results for the "Corporate and other" group.

All segments follow the same accounting policies as those described in Note 1.

Corporate and other is primarily comprised of selling, general and administrative expenses. Selling, general and administrative expenses includes corporate office expenses as well as shared service center and certain other centrally managed expenses that are not fully allocated to operating divisions; salaries, long-term incentives, annual bonuses and other miscellaneous benefits for corporate office employees; professional fees related to internal control compliance, financial statement audits and legal, information technology and other consulting services that are engaged and managed through the corporate office; and rental expense for properties occupied by corporate office employees. A portion of centrally managed expenses is allocated to operating divisions based on a formula that uses the planned revenues of each of the operating units. Amounts allocated also include specific charges for information technology-related projects, which are allocated based on utilization.

Certain prior period amounts, wherever applicable, have been recast to reflect the transfer of certain agencies between our reportable segments.

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Notes to Consolidated Financial Statements

(Amounts in Millions, Except Per Share Amounts)

$ $ IA&C SC&E Total$ $ $ Revenue before billable expenses:MD&E$ $ $ IA&C SC&E Total$ $ $ Restructuring:MD&E() IA&C SC&E Corporate and other ()Total$ $ $

Segment EBITA1:

MD&E$ $ $ IA&C SC&E Corporate and other ()()()Total$ $ $ Amortization of acquired intangibles:MD&E$ $ $ IA&C SC&E Corporate and other Total$ $ $

Depreciation and amortization2:

MD&E$ $ $ IA&C SC&E Corporate and other Total$ $ $ Capital expenditures:MD&E$ $ $ IA&C SC&E Corporate and other Total$ $ $

1 Segment EBITA is calculated as net income available to IPG common stockholders before provision for income taxes, total (expenses) and other income, equity in net income of unconsolidated affiliates, net income attributable to non-controlling interests and amortization of acquired intangibles.

2 Excludes amortization of acquired intangibles.

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Notes to Consolidated Financial Statements

(Amounts in Millions, Except Per Share Amounts)

$ IA&C SC&E Corporate and other Total$ $

The following table presents the reconciliation of segment EBITA to Income before income taxes.


	Years ended December 31,
	2023	2022	2021
MD&E EBITA	$	$	$
IA&C EBITA
SC&E EBITA
Corporate and other EBITA	()	()	()
Less: consolidated amortization of acquired intangibles
Operating income
Total (expenses) and other income	()	()	()
Income before income taxes	$	$	$

$ International:United Kingdom Continental Europe Asia Pacific Latin America Other Total International Total Consolidated$ $

Property and equipment are allocated based upon physical location. Other assets and investments are allocated based on the location of the related operations.

Note 16:

and $, respectively, the amount of parent company guarantees primarily relating to uncommitted lines of credit was $ and $, respectively, and the amount of parent company guarantees related to daylight overdrafts, primarily utilized to manage intra-day overdrafts due to timing of transactions under cash pooling arrangements without resulting in incremental borrowings, was $ and $, respectively. In the event of non-payment by the applicable subsidiary of the obligations covered by a guarantee, we would be obligated to pay the amounts covered by that guarantee. As of both December 31, 2023 and December 31, 2022, there were material assets pledged as security for such parent company guarantees.

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Notes to Consolidated Financial Statements

(Amounts in Millions, Except Per Share Amounts)

$ $ $ $ $ $

Redeemable non-controlling interests and call options with affiliates 1

Total contingent acquisition payments$ $ $ $ $ $ $

1We have entered into certain acquisitions that contain both redeemable non-controlling interests and call options with similar terms and conditions. The estimated amounts listed would be paid in the event of exercise at the earliest exercise date. We have certain redeemable non-controlling interests that are exercisable at the discretion of the non-controlling equity owners as of December 31, 2023. These estimated payments of $ are included within the total payments expected to be made in 2024, and will continue to be carried forward into 2025 or beyond until exercised or expired. Redeemable non-controlling interests are included in the table at current exercise price payable in cash, not at applicable redemption value, in accordance with the authoritative guidance for classification and measurement of redeemable securities.

The majority of these payments are contingent upon achieving projected operating performance targets and satisfying other conditions specified in the related agreements and are subject to revision in accordance with the terms of the respective agreements. See Note 6 for further information relating to the payment structure of our acquisitions.

Legal Matters

We are involved in various legal proceedings, and subject to investigations, inspections, audits, inquiries and similar actions by governmental authorities arising in the normal course of business. The types of allegations that arise in connection with such legal proceedings vary in nature, but can include claims related to contract, employment, tax and intellectual property matters. We evaluate all cases each reporting period and record liabilities for losses from legal proceedings when we determine that it is probable that the outcome in a legal proceeding will be unfavorable and the amount, or potential range, of loss can be reasonably estimated. In certain cases, we cannot reasonably estimate the potential loss because, for example, the litigation is in its early stages. While any outcome related to litigation or such governmental proceedings in which we are involved cannot be predicted with certainty, management believes that the outcome of these matters, individually and in the aggregate, will not have a material adverse effect on our financial condition, results of operations or cash flows.

Note 17:

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Notes to Consolidated Financial Statements

(Amounts in Millions, Except Per Share Amounts)

Note 18:

per share, payable on March 15, 2024 to holders of record as of the close of business on March 1, 2024.

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Item 9.			Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.


Item 9A.			Controls and Procedures

Evaluation of disclosure controls and procedures

In connection with the preparation of this Annual Report on Form 10-K for the year ended December 31, 2023, we have carried out an evaluation under the supervision of, and with the participation of, our management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded (1) that the disclosure controls and procedures were effective as of December 31, 2023 to provide reasonable assurance that information required to be disclosed in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and (2) that the disclosure controls and procedures were effective as of December 31, 2023 to provide reasonable assurance that information required to be disclosed in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including the principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives.

Management’s report on internal control over financial reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Management (with the participation of our Chief Executive Officer and Chief Financial Officer) conducted an evaluation of the effectiveness of internal control over financial reporting based on the framework in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this evaluation, management concluded that IPG’s internal control over financial reporting was effective as of December 31, 2023. PricewaterhouseCoopers LLP, an independent registered public accounting firm, has audited the effectiveness of IPG’s internal control over financial reporting as of December 31, 2023, as stated in their report which appears in this Annual Report on Form 10-K.

Changes in internal control over financial reporting

There has been no change in internal control over financial reporting in the quarter ended December 31, 2023 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.


Item 9B.			Other Information

None.


Item 9C.			Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

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PART III


Item 10.			Directors, Executive Officers and Corporate Governance

The information required by this Item is incorporated by reference to the “Election of Directors," "Corporate Governance Principles and Practices," "Meetings and Committees of the Board," and "Delinquent Section 16(a) Reports" sections of the Proxy Statement for the Annual Meeting of Stockholders to be held on May 23, 2024 (the “Proxy Statement”), except for the description of our Executive Officers, which appears in Part I of this Report on Form 10-K under the heading “Executive Officers of IPG.”

New York Stock Exchange Certification

In 2023, our Chief Executive Officer provided the Annual CEO Certification to the New York Stock Exchange, as required under Section 303A.12(a) of the New York Stock Exchange Listed Company Manual.


Item 11.			Executive Compensation

The information required by this Item is incorporated by reference to the “Summary Compensation Table," "Grants of Plan-Based Awards," "Outstanding Equity Awards at Fiscal Year-End," "Option Exercises and Stock Vested," "Pension Arrangements," Nonqualified Deferred Compensation Arrangements," "Employment Agreements, Termination of Employment and Change of Control Arrangements," "Severance and Change of Control Benefits," "Keys to Termination of Employment and Change of Control Payments," "Estimated Termination of Employment and Change of Control Payments," "CEO Pay Ratio," "Pay versus Performance," "Compensation Discussion and Analysis," "Compensation and Leadership Talent Committee Report," and "Non-Management Director Compensation," sections of the Proxy Statement.


Item 12.			Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by this Item is incorporated by reference to the “Outstanding Shares and Ownership of Common Stock” section of the Proxy Statement, except for information regarding the shares of common stock to be issued or which may be issued under our equity compensation plans as of December 31, 2023, which is provided in the following table.


Plan Category	Number of Shares of Common Stock to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a) 1, 2, 3, 4	Weighted-Average Exercise Price of Outstanding Stock Options (b)		Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c) 5
Equity Compensation Plans Approved by Security Holders	5,476,240	$	23.33	29,693,231

1Included a total of 250,000 outstanding stock options granted under the 2009 Performance Incentive Plan (the “2009 Plan"). These options are the only instruments taken into account in computing the weighted-average exercise price in column (b) of this table.

2Included a total of 2,346,671 shares of Common Stock representing the target number of shares issuable under the 2019 Performance Incentive Plan following the completion of the 2021-2023 performance period, the 2022-2024 performance period and the 2023-2025 performance period, respectively.

3Included a total of 2,822,958 shares of Common Stock issuable pursuant to restricted share unit awards granted under the 2019 Plan, which are settled in shares of Common Stock.

4Included a total of 56,611 shares of Common Stock issuable pursuant to restricted share awards granted under the 2019 Plan.

5Included (i) 22,833,562 shares of Common Stock available for issuance under the shares of Common Stock available for issuance under the 2019 Performance Incentive Plan and (ii) 6,859,669 shares of Common Stock available for issuance under the Employee Stock Purchase Plan (2016).


Item 13.			Certain Relationships and Related Transactions, and Director Independence

The information required by this Item is incorporated by reference to the “Transactions with Related Persons” section and the “Director Independence” section of the Proxy Statement.


Item 14.			Principal Accountant Fees and Services

The information required by this Item is incorporated by reference to the “Appointment of Registered Public Accounting Firm” section of the Proxy Statement.

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PART IV


Item 15.			Exhibits, Financial Statement Schedules

(a) Listed below are all financial statements, financial statement schedules and exhibits filed as part of this Report on Form 10-K.

1. Financial Statements:

Report of Independent Registered Public Accounting Firm

Consolidated Statements of Operations for the years ended December 31, 2023, 2022 and 2021

Consolidated Statements of Comprehensive Income for the years ended December 31, 2023, 2022 and 2021

Consolidated Balance Sheets as of December 31, 2023 and 2022

Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022 and 2021

Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2023, 2022 and 2021

Notes to Consolidated Financial Statements

2. Financial Statement Schedules:

All financial statement schedules are omitted because they are either not applicable or the required information is otherwise provided.

3. Exhibits:

All exhibits, including management contracts and compensatory plans or arrangements, required pursuant to Item 601 of Regulation S-K to be filed as part of this report or incorporated herein by reference to other documents, are listed in the Exhibit Index of this Report on Form 10-K. The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.


Item 16.			Form 10-K Summary

None.

100

EXHIBIT INDEX


Exhibit No.						Description
3(i)						Restated Certificate of Incorporation of the Registrant dated as of October 24, 2013, is incorporated by reference to Exhibit 3(i)(2) to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2013.

3(ii)						Amended and Restated By-Laws of the Registrant dated as of October 26, 2016, is incorporated by reference to Exhibit 3(ii) to the Registrant’s Current Report on Form 8-K filed with the SEC on October 27, 2016.

4(iii)(A)						Senior Debt Indenture dated as of March 2, 2012 (the "2012 Indenture"), between the Registrant and U.S. Bank National Association, as Trustee, is incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed with the SEC on March 2, 2012.

4(iii)(B)						Fourth Supplemental Indenture, dated as of April 3, 2014, to the 2012 Indenture, with respect to the 4.200% Senior Notes due 2024 is incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on April 3, 2014.

4(iii)(C)						Seventh Supplemental Indenture, dated as of September 21, 2018, to the 2012 Indenture, with respect to the 4.650% Senior Notes due 2028 is incorporated by reference to Exhibit 4.4 to the Registrant’s Current Report on Form 8-K filed with the SEC on September 21, 2018.

4(iii)(D)						Eighth Supplemental Indenture, dated as of September 21, 2018, to the 2012 Indenture, with respect to the 5.400% Senior Notes due 2048 is incorporated by reference to Exhibit 4.5 to the Registrant’s Current Report on Form 8-K filed with the SEC on September 21, 2018.

4(iii)(E)						Ninth Supplemental Indenture, dated as of March 30, 2020, to the 2012 Indenture, with respect to the 4.750% Senior Notes due 2030 is incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on March 30, 2020.

4(iii)(F)						Tenth Supplemental Indenture, dated as of February 25, 2021, to the 2012 Indenture, with respect to the 2.400% Senior Notes due 2031 is incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on February 25, 2021.

4(iii)(G)						Eleventh Supplemental Indenture, dated as of February 25, 2021, to the 2012 Indenture, with respect to the 3.375% Senior Notes due 2041 is incorporated by reference to Exhibit 4.3 to the Registrant’s Current Report on Form 8-K filed with the SEC on February 25, 2021.

4(vi)						Description of Registered Securities is incorporated by reference to Exhibit 4(vi) to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2019.

10(i)(A)						Amended and Restated Credit Agreement, dated as of November 1, 2021, among The Interpublic Group of Companies, Inc., the lenders named therein and Citibank, N.A., as administrative agent is incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on November 4, 2021.

(i) Philippe Krakowsky

10(iii)(A)(1)						Employment Agreement, made as of January 1, 2021, entered into on July 22, 2021, by and between the Registrant and Philippe Krakowsky, is incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2021.*
10(iii)(A)(2)						Executive Special Benefits Agreement, dated as of February 1, 2002, and signed as of August 21, 2002, between the Registrant and Philippe Krakowsky, is incorporated by reference to Exhibit 10(iii)(A)(v) to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2002.*

10(iii)(A)(3)						Executive Change of Control Agreement, effective as of May 27, 2010, by and between the Registrant and Philippe Krakowsky, is incorporated by reference to Exhibit 10.3 to the Registrant's Current Report on Form 8-K filed with the SEC on May 27, 2010.*

10(iii)(A)(4)						Extension of Existing Executive Change of Control Agreement by and between the Registrant and Philippe Krakowsky, dated August 29, 2013 is incorporated by reference to Exhibit 10.5 to the Registrant's Current Report on Form 8-K filed with the SEC on August 30, 2013.*

10(iii)(A)(5)						Extension of Existing Executive Change of Control Agreement by and between the Registrant and Philippe Krakowsky, dated October 26, 2016 is incorporated by reference to Exhibit 10(iii)(a)(5) to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2016.*

10(iii)(A)(6)						Extension of Existing Executive Change of Control Agreement by and between the Registrant and Philippe Krakowsky, dated July 24, 2019 is incorporated by reference to Exhibit 10(iii)(a)(5) to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2019.*

101


10(iii)(A)(7)						Extension of Existing Executive Change of Control Agreement by and between the Registrant and Philippe Krakowsky, dated October 26, 2022 is incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2022.*

(iii) Ellen Johnson

10(iii)(A)(8)						Employment Agreement between the Registrant and Ellen Johnson made as of January 1, 2020, entered into on July 29, 2020 is incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2020.*

10(iii)(A)(9)						Executive Change of Control Agreement between the Registrant and Ellen Johnson dated as of May 27, 2010, is incorporated by reference to Exhibit 10(iii)(A)(4) to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2019.*

10(iii)(A)(10)						Extension of Existing Executive Change of Control Agreement between the Registrant and Ellen Johnson dated August 29, 2013, is incorporated by reference to Exhibit 10(iii)(A)(5) to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2019.*

10(iii)(A)(11)						Extension of Existing Executive Change of Control Agreement between the Registrant and Ellen Johnson dated October 26, 2016, is incorporated by reference to Exhibit 10(iii)(A)(6) to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2019.*

10(iii)(A)(12)						Extension of Existing Executive Change of Control Agreement between the Registrant and Ellen Johnson dated July 24, 2019 is incorporated by reference to Exhibit 10(iii)(a)(6) to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2019.*

10(iii)(A)(13)						Extension of Existing Executive Change of Control Agreement by and between the Registrant and Ellen Johnson, dated October 26, 2022 is incorporated by reference to Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2022.*

(iv) Andrew Bonzani

10(iii)(A)(14)						Employment Agreement, effective as of December 22, 2011, by and between the Registrant and Andrew Bonzani, is incorporated by reference to Exhibit(iii)(A)(8) to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2012.*

10(iii)(A)(15)						Executive Change of Control Agreement, effective as of December 22, 2011, by and between the Registrant and Andrew Bonzani, is incorporated by reference to Exhibit(iii)(A)(9) to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2012.*

10(iii)(A)(16)						Extension of Existing Executive Change of Control Agreement by and between the Registrant and Andrew Bonzani, dated August 29, 2013 is incorporated by reference to Exhibit 10.3 to the Registrant's Current Report on Form 8-K filed with the SEC on August 30, 2013.*

10(iii)(A)(17)						Extension of Existing Executive Change of Control Agreement by and between the Registrant and Andrew Bonzani, dated October 26, 2016 is incorporated by reference to Exhibit 10(iii)(a)(3) to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2016.*

10(iii)(A)(18)						Extension of Existing Executive Change of Control Agreement by and between the Registrant and Andrew Bonzani, dated July 24, 2019 is incorporated by reference to Exhibit 10(iii)(a)(3) to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2019.*

10(iii)(A)(19)						Extension of Existing Executive Change of Control Agreement by and between the Registrant and Andrew Bonzani, dated October 26, 2022 is incorporated by reference to Exhibit 10.3 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2022.*

(v) Christopher Carroll

10(iii)(A)(20)						Employment Agreement, made as of April 1, 2006, by and between the Registrant and Christopher Carroll, is incorporated by reference to Exhibit 10(iii)(A)(8) to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2011.*

10(iii)(A)(21)						Amendment, dated as of October 29, 2007, to an Employment Agreement, made as of April 1, 2006, between the Registrant and Christopher Carroll, is incorporated by reference to Exhibit 10(iii)(A)(9) to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2011.*

10(iii)(A)(22)						Executive Change of Control Agreement, effective as of May 27, 2010, by and between the Registrant and Christopher Carroll, is incorporated by reference to Exhibit 10(iii)(A)(10) to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2011.*

102


10(iii)(A)(23)						Extension of Existing Executive Change of Control Agreement by and between the Registrant and Christopher Carroll, dated August 29, 2013 is incorporated by reference to Exhibit 10.4 to the Registrant's Current Report on Form 8-K filed with the SEC on August 30, 2013.*

10(iii)(A)(24)						Extension of Existing Executive Change of Control Agreement by and between the Registrant and Christopher Carroll, dated October 26, 2016 is incorporated by reference to Exhibit 10(iii)(a)(4) to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2016.*

10(iii)(A)(25)						Extension of Existing Executive Change of Control Agreement by and between the Registrant and Christopher Carroll, dated July 24, 2019 is incorporated by reference to Exhibit 10(iii)(a)(4) to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2019.*

10(iii)(A)(26)						Extension of Existing Executive Change of Control Agreement by and between the Registrant and Christopher Carroll, dated October 26, 2022 is incorporated by reference to Exhibit 10.4 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2022.*

Compensation Plans and Arrangements:

10(iii)(A)(27 )						The Interpublic Group 2019 Performance Incentive Plan (the “2019 PIP”) is incorporated by reference to Exhibit 10(iii)(A)(62) to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2019.*

10(iii)(A)(28 )						2019 PIP Restricted Stock Award Agreement is incorporated by reference to Exhibit 10(iii)(A)(63) to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2019.*

10(iii)(A)(29 )						2019 PIP Restricted Stock Unit Award Agreement is incorporated by reference to Exhibit 10(iii)(A)(64) to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2019.*

10(iii)(A)(3 0 )						2019 PIP Restricted Stock Unit Award Agreement.* (updated 2021) is incorporated by reference to Exhibit 10(iii)(A)(50) to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2020*.

10(iii)(A)(3 1 )						2019 PIP Restricted Stock Unit Award Agreement (version2) is incorporated by reference to Exhibit 10(iii)(A)(65) to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2019.*

10(iii)(A)(3 2 )						2019 PIP Performance Share Award Agreement is incorporated by reference to Exhibit 10(iii)(A)(66) to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2019.*

10(iii)(A)(3 3 )						2019 PIP Performance Share Award Agreement (updated 2021) is incorporated by reference to Exhibit 10(iii)(A)(53) to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2020.*

10(iii)(A)(3 4 )						2019 PIP Performance Share Award Agreement (version 2) is incorporated by reference to Exhibit 10(iii)(A)(67) to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2019.*

10(iii)(A)(3 5 )						2019 PIP Performance Cash Award Agreement is incorporated by reference to Exhibit 10(iii)(A)(68) to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2019.*

10(iii)(A)(3 6 )						2019 PIP Performance Cash Award Agreement (updated 2021) is incorporated by reference to Exhibit 10(iii)(A)(56) to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2020*.

10(iii)(A)(37 )						2019 PIP Performance Cash Award Agreement (version 2) is incorporated by reference to Exhibit 10(iii)(A)(69) to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2019.*

10(iii)(A)(38 )						2019 PIP Stock Option Award Agreement is incorporated by reference to Exhibit 10(iii)(A)(58) to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2020.*

10(iii)(A)(39 )						The Interpublic Restricted Cash Plan, Restatement effective as of November 12, 2020 is incorporated by reference to Exhibit 10(iii)(A)(61) to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2020.*

10(iii)(A)(4 0 )						Restricted Cash Award Agreement is incorporated by reference to Exhibit 10(iii)(A)(62) to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2020.*

10(iii)(A)(4 1 )						The Interpublic Senior Executive Incentive Plan is incorporated by reference to Exhibit 10(iii)(a)(7) to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2019.*

103


10(iii)(A)(4 2 )						Amended and Restated Employee Stock Purchase Plan (2016) of the Registrant is incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2020.*

10(iii)(A)(4 3 )						The Interpublic Group Executive Performance (162(m) Plan) is incorporated by reference to Exhibit 10.2 to the Registrant's Current Report on Form 8-K filed with the SEC on May 28, 2014.*

10(iii)(A)(4 4 )						The Interpublic Executive Severance Plan, amended and restated, effective August 16, 2017, is incorporated by reference to Exhibit 10(iii)(A)(1) to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017.*

10(iii)(A)(4 5 )						The Interpublic Capital Accumulation Plan, Amended and Restated (the “Restated CAP”), effective January 1, 2007, is incorporated by reference to Exhibit 10(iii)(A)(4) to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2007.*

10(iii)(A)(4 6 )						Restated CAP - Form of Restated Participation Agreement is incorporated by reference to Exhibit 10(iii)(A)(5) to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2007.*

10(iii)(A)(47 )						Restated CAP - Form of Participation Agreement (Form For New Participants), is incorporated by reference to Exhibit 10(iii)(A)(6) to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2007.*

10(iii)(A)(48 )						The Interpublic Capital Accumulation Plan, amended and restated, effective August 1, 2014, and form of Participation Agreement for New Participants is incorporated by reference to Exhibit 10(iii)(A)(1) to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2014.*

10(iii)(A)(49 )						Description of Changes to the Compensation for Non-Management Directors is incorporated by reference to Exhibit 10(iii)(a)(71) to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2021.*

21						Subsidiaries of the Registrant.

23						Consent of PricewaterhouseCoopers LLP.

24						Power of Attorney to sign Form 10-K and resolution of Board of Directors re Power of Attorney.

31.1						Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.

31.2						Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.

32						Certification of the Chief Executive Officer and the Chief Financial Officer furnished pursuant to 18 U.S.C. Section 1350 and Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended.

97						The Interpublic Group of Companies, Inc. Dodd-Frank Clawback Policy

101						Interactive Data File, for the period ended December 31, 2023. The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.

104						Cover Page Interactive Data File. The cover page XBRL tags are embedded within the inline XBRL document and are included in Exhibit 101.

104

SIGNATURES

Pursuant to the requirements of Section 13 of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


			THE INTERPUBLIC GROUP OF COMPANIES, INC.
			(Registrant)

			By			/s/ Philippe Krakowsky
						Philippe Krakowsky Chief Executive Officer

Date: February 20, 2024

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.


Name	Title	Date
/s/ Philippe Krakowsky	Chief Executive Officer and Director (Principal Executive Officer)	February 20, 2024
Philippe Krakowsky

/s/ Ellen Johnson	Executive Vice President and Chief Financial Officer (Principal Financial Officer)	February 20, 2024
Ellen Johnson

/s/ Christopher F. Carroll	Senior Vice President, Controller and Chief Accounting Officer (Principal Accounting Officer)	February 20, 2024
Christopher F. Carroll

/s/ Jorge Benitez	Director	February 20, 2024
Jorge Benitez

/s/ Jocelyn Carter-Miller	Director	February 20, 2024
Jocelyn Carter-Miller

/s/ Mary J. Steele Guilfoile	Director	February 20, 2024
Mary J. Steele Guilfoile

/s/ Dawn Hudson	Director	February 20, 2024
Dawn Hudson

/s/ Jonathan F. Miller	Director	February 20, 2024
Jonathan F. Miller

/s/ Patrick Q. Moore	Director	February 20, 2024
Patrick Q. Moore

/s/ Linda S. Sanford	Director	February 20, 2024
Linda Sanford

/s/ David M. Thomas	Director	February 20, 2024
David M. Thomas

/s/ E. Lee Wyatt Jr.	Director	February 20, 2024
E. Lee Wyatt Jr.

105

INTERPUBLIC GROUP OF COMPANIES, INC. - Annual Report: 2023 (Form 10-K)

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