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INTERPUBLIC GROUP OF COMPANIES, INC. - Quarter Report: 2024 March (Form 10-Q)


 ) ) )) )) $ $ 

 Common StockAdditional
Paid-In
Capital		Retained
Earnings 		Accumulated 
Other
Comprehensive
Loss, Net of Tax		Treasury
Stock		Total IPG
Stockholders’
Equity		Non-controlling
Interests		Total
Stockholders’
Equity
 SharesAmount
Balance at December 31, 2022 $ $ $ $()$()$ $ $ 
Net income    
Other comprehensive income (loss)  () 
Reclassifications related to redeemable non-controlling interests()()
Distributions to non-controlling interests()()
Repurchases of common stock()()()
Common stock dividends ($0.31 per share)
()()()
Stock-based compensation     


 )
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Notes to Consolidated Financial Statements – (continued)
(Amounts in Millions, Except Per Share Amounts)
(Unaudited)
Note 9:  
to $. $ $ $()$ $ Interest cost      Expected return on plan assets()()()()  Amortization of:
1 Calculations include restructuring charges of $0.6 for the three months ended March 31, 2024 and $1.6 for the three months ended March 31, 2023, respectively.
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Item 3.Quantitative and Qualitative Disclosures about Market Risk
In the normal course of business, we are exposed to market risks related to interest rates, foreign currency rates and certain balance sheet items. From time to time, we use derivative instruments, pursuant to established guidelines and policies, to manage some portion of these risks. Derivative instruments utilized in our hedging activities are viewed as risk management tools and are not used for trading or speculative purposes. There has been no significant change in our exposure to market risk during the first quarter of 2024. Our exposure to market risk for changes in interest rates primarily relates to the fair market value and cash flows of our debt obligations. As of both March 31, 2024 and December 31, 2023, approximately 99% of our debt obligations bore interest rates at fixed rates. For further discussion of our exposure to market risk, refer to Item 7A, Quantitative and Qualitative Disclosures About Market Risk, in our 2023 Annual Report.

Item 4.Controls and Procedures
Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness 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”)) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of March 31, 2024, the Company’s disclosure controls and procedures were effective 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 that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures.
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.
Changes in Internal Control Over Financial Reporting
There has been no change in internal control over financial reporting in the quarter ended March 31, 2024, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION
Item 1.Legal Proceedings
Information about our legal proceedings is set forth in Note 12 to the unaudited Consolidated Financial Statements included in this Quarterly Report on Form 10-Q.

Item 1A.Risk Factors
In addition to the other information set forth in this report, you should carefully consider the factors discussed in Item 1A, Risk Factors, in our 2023 Annual Report on Form 10-K (the “2023 Annual Report”), which could materially affect our business, financial condition or future results. In the first quarter of 2024, there have been no material changes in the risk factors we have previously disclosed in Item 1A, Risk Factors, in our 2023 Annual Report. The risks described in our 2023 Annual Report are not the only risks we face, and additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect the Company’s business, financial condition or operating results.
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds
(c)The following table provides information regarding our purchases of our equity securities during the period from January 1, 2024, to March 31, 2024:
Total Number of Shares (or Units) Purchased 1
Average Price Paid
per Share (or Unit) 2
Total Number of Shares (or Units) Purchased as Part of
Publicly Announced
Plans or Programs 3
Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs 3
January 1 - 31186,271 $32.79 175,000 $74,335,459 
February 1 - 29622,888 $32.38 225,000 $387,055,194 
March 1 - 311,529,593 $32.35 1,527,000 $337,660,369 
Total2,338,752 $32.39 1,927,000 
1The total number of shares of our common stock purchased includes shares withheld under the terms of grants under employee stock-based compensation plans to offset tax withholding obligations that arose upon vesting and release of restricted shares (the “Withheld Shares”). We repurchased 11,271 Withheld Shares in January 2024; 397,888 Withheld Shares in February 2024; and 2,593 Withheld Shares in March 2024, for a total of 411,752 Withheld Shares during the three-month period.

2The average price per share for each of the months in the fiscal quarter and for the three-month period was calculated by dividing (a) the sum for the applicable period of the aggregate value of the tax withholding obligations and the aggregate amount we paid for shares acquired under our share repurchase program, described in Note 5 to the unaudited Consolidated Financial Statements, by (b) the sum of the number of Withheld Shares and the number of shares acquired in our share repurchase program.

3On February 8, 2023, the Company's Board of Directors reauthorized a program to repurchase, from time to time, up to $ million, excluding fees, of our common stock. 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. There are no expiration dates associated with these share repurchase programs.

Item 3.Defaults Upon Senior Securities
None.

Item 4.Mine Safety Disclosures
Not applicable.

Item 5.Other Information
None.

Item 6.Exhibits
All exhibits 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 Index to Exhibits below.

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INDEX TO EXHIBITS
Exhibit No.Description
The Interpublic Group Amended and Restated 2019 Performance Incentive Plan.

Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.
Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.
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.
101Interactive Data File for the period ended March 31, 2024. The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.
104Cover Page Interactive Data File. The cover page XBRL tags are embedded within the inline XBRL document and are included in Exhibit 101.
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SIGNATURES
Pursuant to the requirements 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.
By
/s/ Philippe Krakowsky
Philippe Krakowsky
Chief Executive Officer
Date: April 24, 2024
 
By
/s/ Christopher F. Carroll
Christopher F. Carroll
Senior Vice President, Controller and
Chief Accounting Officer
(Principal Accounting Officer)
Date: April 24, 2024
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