INTERPUBLIC GROUP OF COMPANIES, INC. - Quarter Report: 2025 June (Form 10-Q)

Six Months Ended June 30, 2025

MD&E

IA&C

SC&E

Total

Total revenue

Revenue before billable expenses

Base salaries, benefits and tax

Incentive expense

Severance expense

Temporary help

Office and other direct expenses

Depreciation and amortization1

Restructuring charges2

Other segment items3

Segment EBITA

Amortization of acquired intangibles

Capital expenditures


	Three months ended June 30,		Six months ended June 30,
	2025	2024	2025	2024
MD&E EBITA	$	$	$	$
IA&C EBITA
SC&E EBITA
Total segment EBITA
Corporate and other1	()	()	()	()
Less: consolidated amortization of acquired intangibles
Operating income
Total (expenses) and other income	()	()	()	()
Income before income taxes	$	$	$	$

1Contingent acquisition obligations includes deferred acquisition payments and unconditional obligations to purchase additional non-controlling equity shares of consolidated subsidiaries. Fair value measurement of the obligations is based upon actual and projected operating performance targets as specified in the related agreements. The decrease in this balance of $() from December 31, 2024 to June 30, 2025 is primarily due to payments related to our deferred acquisitions payments from prior-year acquisitions. The amounts payable within the next twelve months are classified in accrued liabilities; any amounts payable thereafter are classified in other non-current liabilities.

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.

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.

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to help you understand The Interpublic Group of Companies, Inc. and its subsidiaries (the “Company,” “IPG,” “we,” “us” or “our”). MD&A should be read in conjunction with our unaudited Consolidated Financial Statements and the accompanying notes included in this report and our Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Annual Report”), as well as our other reports and filings with the Securities and Exchange Commission (the “SEC”). Our 2024 Annual Report includes additional information about our significant accounting policies and practices as well as details about the most significant risks and uncertainties associated with our financial and operating results. Our MD&A includes the following sections:

RECENT ACCOUNTING STANDARDS, by reference to Note 15 to the unaudited Consolidated Financial Statements, provides a discussion of certain accounting standards that have been recently adopted or that have not yet been required to be implemented and may be applicable to our future operations.

NON-GAAP FINANCIAL MEASURE, provides a reconciliation of non-GAAP financial measure with the most directly comparable generally accepted accounting principles in the United States (“U.S. GAAP”) financial measures and sets forth the reasons we believe that presentation of the non-GAAP financial measure contained therein provides useful information to investors regarding our results of operations and financial condition.

We provide marketing, communications and business transformation services that measurably drive growth for businesses and brands. Combining the power of creativity and technology, our approximately 51,300 employees and operations span all major world markets. Our companies specialize in insights, data, media, creative and production, digital commerce, healthcare marketing and communications, producing marketing solutions for clients that range in scale from large global marketers to regional and local clients. Our comprehensive global services help marketers build brands, increase sales of their products and services, and gain market share.

Our capabilities span ideation to execution: growth, product and experience design; technology and experience platforms; creative, media and marketing strategy; and campaign, content and channel orchestration. The work we produce for our clients is tailored specifically to their unique needs, opportunity and outcomes. Our solutions vary from project-based activity to long-term, fully integrated campaigns. Our operations support the strategic position that marketers have access to the best and most appropriate resources within IPG to drive business success, and may access these capabilities from across the IPG network in an open model that leverages our marketing intelligence platform, Interact. With operations in over 100 countries, we can operate in a single region or deliver global integrated programs.

We operate in a media, consumer and technology ecosystem that continues to evolve at a rapid pace. To help our clients win in a data-led and digital-first world, we have made and continue to make investments in strategic areas including digital commerce, retail media, artificial intelligence, audience resolution and production across world markets. In addition, we consistently review opportunities within our Company to enhance our operations through acquisitions and strategic alliances and internal programs that encourage client-centric collaboration. As appropriate, we also develop relationships with technology and emerging media companies that are building leading-edge marketing tools that complement our agencies' skill sets and capabilities.

Home to some of the world’s best-known and most innovative communications specialists, IPG global brands include Acxiom, Craft, FCB, FutureBrand, Golin, Initiative, IPG Health, IPG Mediabrands, Jack Morton, KINESSO, MAGNA, McCann, Mediahub, Momentum, MRM, MullenLowe Global, Octagon, UM, Weber Shandwick and more.

Our financial goals include competitive organic growth of revenue before billable expenses and expansion of Adjusted EBITA margin, as defined and discussed within the Non-GAAP Financial Measure section of this MD&A, which we expect will further strengthen our balance sheet and total liquidity and increase value to our stakeholders. Accordingly, we remain focused on meeting the evolving needs of our clients while concurrently managing our cost structure. We continually seek greater efficiency in the delivery of our services, focusing on more effective resource utilization, including the productivity of our employees, real estate, information technology and shared services, such as finance, human resources and legal. The improvements we have made and continue to make in our financial reporting and business information systems in recent years allow us more timely and actionable insights from our global operations. Our disciplined approach to our balance sheet and liquidity provides us with a solid financial foundation and financial flexibility to manage and grow our business. We believe that our strategy and execution position us to meet our financial goals and to deliver long-term value to all of our stakeholders.

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

As a result of the merger, each share of IPG common stock issued and outstanding immediately prior to the effective time of the merger will be converted into the right to receive 0.344 shares of Omnicom common stock. The exchange ratio is fixed and will not be adjusted to reflect stock price changes prior to closing the merger.

We believe the combined company will bring together the industry’s deepest bench of marketing talent, and the broadest and most innovative services and products, driven by the most advanced sales and marketing platform. Together, the companies will expand their capacity to create comprehensive full-funnel solutions that deliver better outcomes for the world’s most sophisticated clients. We anticipate the combined company will have over 100,000 expert practitioners, delivering end-to-end services across media, precision marketing, CRM, data, digital commerce, advertising, healthcare, public relations and branding.

On June 23, 2025, we announced that the U.S. Federal Trade Commission (the "FTC") had concluded its antitrust review of Omnicom's proposed acquisition of Interpublic and reached agreement with Omnicom and IPG on a mutually acceptable consent order. With the agreed consent order, the FTC granted early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. The consent order is now subject to a 30-day public comment period and then final acceptance by the FTC. The acquisition remains under review in certain non-U.S. jurisdictions.

We also face risks related to our proposed transaction with Omnicom, including as a result of any failure to complete, or delays in completing, the proposed transaction. The closing of the merger is subject to the satisfaction of customary closing conditions, including receipt of required regulatory approvals. Furthermore, uncertainty about the mergers may adversely affect relationships with our clients, partners, suppliers, and employees, whether or not the merger transactions are completed, and if the transaction is completed, the combined company may not perform as we currently expect. See Item 1A, Risk Factors, in our most recent Annual Report on Form 10-K.

The global macroeconomic backdrop continues to be characterized by complex and dynamic developments, due to active business, economic and geopolitical crosscurrents. Shifting economic developments in the first half of the year, both domestically and among the largest global economic actors, have introduced a greater measure of caution to the global economy, though with impacts that may vary widely by sector and individual client. Several trends continue to support the demand for our services, notably proliferating media complexity and the ongoing evolution, at pace, of consumer interaction with brands and commerce. These trends offer significant long-term support to our growth opportunities, while our ability to leverage our agile and flexible operating model enables us to adapt to changing macro circumstances.

The principal macroeconomic risks to our performance include the impact of any general or regional economic slowdown or contraction, the extent of inflation of labor costs and potential for labor shortages, continuing inflationary pressures on our clients and their customers, and the economic impacts of geopolitical conflict and resulting potential for uncertainty and

When we analyze period-to-period changes in our operating performance, we determine the portion of the change that is attributable to changes in foreign currency rates and the net effect of acquisitions and divestitures, and the remainder we call organic change, which indicates how our underlying business performed. We exclude the impact of billable expenses in analyzing our operating performance as the fluctuations from period to period are not indicative of the performance of our underlying businesses and have no impact on our operating income or net income.

The change in our operating performance attributable to changes in foreign currency rates is determined by converting the prior-period reported results using the current-period exchange rates and comparing these prior-period adjusted amounts to the prior-period reported results. Although the U.S. Dollar is our reporting currency, a substantial portion of our revenues and expenses are generated in foreign currencies. Therefore, our reported results are affected by fluctuations in the currencies in which we conduct our international businesses. Our exposure is mitigated as the majority of our revenues and expenses in any given market are generally denominated in the same currency. Both positive and negative currency fluctuations against the U.S. Dollar affect our consolidated results of operations, and the magnitude of the foreign currency impact to our operations related to each geographic region depends on the significance and operating performance of the region. The foreign currencies that most adversely impacted our results during the first half of 2025 were the Mexican Peso, the Brazilian Real, and the Canadian Dollar. The foreign currencies that most favorably impacted our results during the first half of 2025 were the British Pound Sterling and the Euro.

For purposes of analyzing changes in our operating performance attributable to the net effect of acquisitions and divestitures, transactions are treated as if they occurred on the first day of the quarter during which the transaction occurred. We continually evaluate our portfolio of businesses, and over the past several years, we have acquired companies that we believe will enhance our offerings and disposed of businesses that are not consistent with our strategic plan.

The metrics that we use to evaluate our financial performance include organic change in revenue before billable expenses as well as the change in certain operating expenses, and the components thereof, expressed as a percentage of consolidated revenue before billable expenses, as well as Adjusted EBITA. These metrics are also used by management to assess the financial performance of our reportable segments, MD&E, IA&C, and SC&E. In certain of our discussions, we analyze revenue before billable expenses by geographic region and by business sector, in which we focus on our top 500 clients, which typically constitute approximately 85% of our annual consolidated revenue before billable expenses.

Results for the three and six months ended June 30, 2025, may not be indicative of the results that may be expected for the fiscal year ending December 31, 2025. The Consolidated Financial Statements and MD&A presented herein reflect the latest estimates and assumptions made by us that affect the reported amounts of assets and liabilities and related disclosures as of the date of the consolidated financial statements and reported amounts of revenue and expenses during the reporting periods presented. We believe we have used reasonable estimates and assumptions to assess the fair values of the Company’s goodwill, long-lived assets and indefinite-lived intangible assets; assessment of the annual effective tax rate; valuation of deferred income taxes and the allowance for expected credit losses on future uncollectible accounts receivable. If actual market conditions vary significantly from those currently projected, these estimates and assumptions could materially change resulting in adjustments to the carrying values of our assets and liabilities.


	Three months ended June 30,								Six months ended June 30,
Statement of Operations Data	2025			2024			% Increase/ (Decrease)		2025			2024			% Increase/ (Decrease)
REVENUE:
Revenue before billable expenses	$	2,172.7		$	2,327.1		(6.6)	%	$	4,169.0		$	4,510.0		(7.6)	%
Billable expenses	364.1			382.9			(4.9)	%	690.4			695.9			(0.8)	%
Total revenue	$	2,536.8		$	2,710.0		(6.4)	%	$	4,859.4		$	5,205.9		(6.7)	%

OPERATING INCOME 1	$	243.7		$	318.2		(23.4)	%	$	201.7		$	502.4		(59.9)	%

Adjusted EBITA 1,2	$	264.8		$	338.6		(21.8)	%	$	243.2		$	543.5		(55.3)	%

NET INCOME AVAILABLE TO IPG COMMON STOCKHOLDERS	$	162.5		$	214.5				$	77.1		$	324.9

Earnings per share available to IPG common stockholders:
Basic	$	0.44		$	0.57				$	0.21		$	0.86
Diluted	$	0.44		$	0.57				$	0.21		$	0.86

Operating Ratios
Organic change in revenue before billable expenses	(3.5)		%	1.7		%			(3.6)		%	1.5		%

Operating margin on revenue before billable expenses	11.2		%	13.7		%			4.8		%	11.1		%
Operating margin on total revenue	9.6		%	11.7		%			4.2		%	9.7		%

Adjusted EBITA margin on revenue before billable expenses 1,2	12.2		%	14.6		%			5.8		%	12.1		%

Expenses as a % of revenue before billable expenses:
Salaries and related expenses	63.4		%	66.9		%			67.0		%	69.4		%
Office and other direct expenses	15.0		%	15.4		%			15.5		%	15.1		%
Selling, general and administrative expenses	2.1		%	1.2		%			2.1		%	1.5		%
Depreciation and amortization	2.8		%	2.8		%			2.9		%	2.9		%
Restructuring charges	5.4		%	0.0		%			7.7		%	0.0		%

1 For the three months ended June 30, 2025 and 2024, results include restructuring charges of $118.0 and $0.3, respectively. For the six months ended June 30, 2025 and 2024, results include restructuring charges of $321.3 and $0.9, respectively. See "Restructuring Charges" section of this MD&A and Note 8 of Item 1, Financial Statements and Supplementary Data for further information. For the three and six months ended June 30, 2025, results include deal costs of $10.9 and $15.7, respectively, related to the planned acquisition of IPG by Omnicom. See Note 2 of Item 1, Financial Statements and Supplementary Data for further information.

2 Adjusted EBITA is a financial measure that is not defined by U.S. GAAP. Adjusted EBITA is calculated as net income available to IPG common stockholders before provision for income taxes, total (expenses) and other income, equity in net loss of unconsolidated affiliates, net income attributable to non-controlling interests, and amortization of acquired intangibles. Refer to the “Non-GAAP Financial Measure” section of this MD&A for additional information and for a reconciliation to U.S. GAAP measures.

Total revenue, which includes billable expenses, decreased (6.4)% during the second quarter of 2025. Our organic decrease of revenue before billable expenses was (3.5)% during the second quarter of 2025, compared to an organic increase of 1.7% during the second quarter of 2024. This was a result of net client losses in our retail, health care and auto & transportation

sectors, partially offset by net client wins in our financial services and food and beverage sectors and increased spending from existing clients in our technology & telecom sector. During the second quarter of 2025, our Adjusted EBITA margin on revenue before billable expenses decreased to 12.2% from 14.6% in the prior-year period as the decrease in revenue before billable expenses outpaced the decrease in operating expenses, excluding billable expenses and amortization of acquired intangibles. Adjusted EBITA includes $118.0 of restructuring charges related to our 2025 restructuring actions and $10.9 of deal costs related to the planned acquisition of IPG by Omnicom, which had a (5.4)% and (0.5)% impact, respectively, on Adjusted EBITA margin on revenue before billable expenses. See further discussion below in the “Results of Operations” section.

Total revenue, which includes billable expenses, decreased (6.7)% during the first half of 2025. Our organic decrease of revenue before billable expenses was (3.6)% during the first half of 2025, compared to an organic increase of 1.5% during the first half of 2024. This was a result of net client losses in our retail, health care, and auto & transportation sectors partially offset by net client wins in our financial services and food and beverage sectors, as well as increased spending from existing clients in our technology & telecom sector. During the first half of 2025, our Adjusted EBITA margin on revenue before billable expenses decreased to 5.8% from 12.1% in the prior-year period as the decrease in revenue before billable expenses outpaced the decrease in operating expenses, excluding billable expenses and amortization of acquired intangibles. Adjusted EBITA includes $321.3 of restructuring charges related to our 2025 restructuring actions and $15.7 of deal costs related to the planned acquisition of IPG by Omnicom, which had a (7.7)% and (0.4)% impact, respectively, on Adjusted EBITA margin on revenue before billable expenses. See further discussion below in the “Results of Operations” section.

Our revenue before billable expenses is directly impacted by the retention and spending levels of existing clients and by our ability to win new clients. Most of our expenses are recognized ratably throughout the year and are therefore less seasonal than revenue. Our revenue before billable expenses is typically lowest in the first quarter and highest in the fourth quarter, reflecting the seasonal spending of our clients.


			Components of Change								Change
	Three months ended June 30, 2024		Foreign Currency		Net Acquisitions/ (Divestitures)		Organic		Three months ended June 30, 2025		Organic		Total
Consolidated	$	2,327.1	$	7.9	$	(79.9)	$	(82.4)	$	2,172.7	(3.5)	%	(6.6)	%
Domestic	1,525.5		—		(59.7)		(39.5)		1,426.3		(2.6)	%	(6.5)	%
International	801.6		7.9		(20.2)		(42.9)		746.4		(5.4)	%	(6.9)	%
United Kingdom	193.7		9.6		(6.5)		(18.8)		178.0		(9.7)	%	(8.1)	%
Continental Europe	199.2		7.4		(0.9)		(3.2)		202.5		(1.6)	%	1.7	%
Asia Pacific	167.3		0.7		(5.1)		(22.7)		140.2		(13.6)	%	(16.2)	%
Latin America	102.2		(9.1)		(7.7)		1.4		86.8		1.4	%	(15.1)	%
Other	139.2		(0.7)		0.0		0.4		138.9		0.3	%	(0.2)	%

The organic decrease of revenue before billable expenses was (3.5)% during the second quarter of 2025. The organic decrease in our domestic market was primarily due to revenue decreases at our advertising businesses and digital project-based offerings, partially offset by revenue increases at our experiential businesses, public relations agencies and media businesses. In our international markets, the organic decrease was due to revenue decreases across all disciplines, primarily in our Asia Pacific and United Kingdom regions, partially offset by revenue increases at our media businesses in our Other region, led by Canada, as well as at our advertising businesses in our Latin America region.


			Components of Change								Change
	Six months ended June 30, 2024		Foreign Currency		Net Acquisitions/ (Divestitures)		Organic		Six months ended June 30, 2025		Organic		Total
Consolidated	$	4,510.0	$	(19.2)	$	(161.5)	$	(160.3)	$	4,169.0	(3.6)	%	(7.6)	%
Domestic	3,001.8		—		(118.3)		(99.0)		2,784.5		(3.3)	%	(7.2)	%
International	1,508.2		(19.2)		(43.2)		(61.3)		1,384.5		(4.1)	%	(8.2)	%
United Kingdom	371.7		7.8		(12.4)		(29.7)		337.4		(8.0)	%	(9.2)	%
Continental Europe	378.7		0.7		(3.7)		(3.9)		371.8		(1.0)	%	(1.8)	%
Asia Pacific	310.1		(3.4)		(11.6)		(35.6)		259.5		(11.5)	%	(16.3)	%
Latin America	189.3		(19.4)		(14.7)		4.1		159.3		2.2	%	(15.8)	%
Other	258.4		(4.9)		(0.8)		3.8		256.5		1.5	%	(0.7)	%

The organic decrease of revenue before billable expenses was (3.6)% during the first half of 2025. The organic decrease in our domestic market was primarily due to revenue decreases at our advertising and digital project-based offerings, partially offset by revenue increases at our media businesses and public relations agencies. In our international markets, the (4.1)% organic decrease was due to revenue decreases at our media businesses and advertising offerings in our Asia Pacific and United Kingdom regions, partially offset by revenue increases at our media businesses in our Other region led by Canada and most disciplines in our Latin America region.


	Three months ended June 30,								Six months ended June 30,
	2025			2024			% Increase/ (Decrease)		2025			2024			% Increase/ (Decrease)
Salaries and related expenses	$	1,378.2		$	1,557.6		(11.5)	%	$	2,792.6		$	3,130.4		(10.8)	%









As a % of revenue before billable expenses:
Salaries and related expenses	63.4		%	66.9		%			67.0		%	69.4		%
Base salaries, benefits and tax	56.5		%	57.8		%			59.4		%	60.3		%
Incentive expense	3.0		%	3.5		%			3.6		%	3.1		%
Severance expense	0.2		%	1.5		%			0.2		%	1.8		%
Temporary help	3.1		%	3.0		%			3.1		%	3.2		%
All other salaries and related expenses	0.6		%	1.1		%			0.7		%	1.0		%

Total salaries and related expenses decreased (11.5)% during the second quarter of 2025 as compared to the prior-year period, primarily driven by decreased base salaries, benefits and tax, as well as decreases in severance and performance-based employee compensation expenses.

Total salaries and related expenses decreased (10.8)% during the first half of 2025 as compared to the prior-year period, primarily driven by decreased base salaries, benefits and tax, as well as decreases in severance and temporary help expenses, partially offset by an increase in performance-based employee compensation expense.


	Three months ended June 30,									Six months ended June 30,
	2025			2024			% Increase/ (Decrease)			2025			2024		% Increase/ (Decrease)
Office and other direct expenses	$	325.2		$	358.4		(9.3)		%	$	644.4		$	680.5	(5.3)	%






	Three months ended June 30,						Six months ended June 30,
	2025			2024			2025			2024
Revenue before billable expenses	$	2,172.7		$	2,327.1		$	4,169.0		$	4,510.0

Adjusted EBITA Reconciliation:
Net Income Available to IPG Common Stockholders 1,2	$	162.5		$	214.5		$	77.1		$	324.9

Add Back:
Provision for income taxes	54.6			75.6			45.4			122.9
Subtract:
Total (expenses) and other income	(25.7)			(22.5)			(78.1)			(46.1)
Equity in net income of unconsolidated affiliates	0.2			(0.5)			0.1			(0.2)
Net income attributable to non-controlling interests	(1.1)			(5.1)			(1.2)			(8.3)
Operating Income (Loss) 1, 2	243.7			318.2			201.7			502.4
Add Back:
Amortization of acquired intangibles	21.1			20.4			41.5			41.1
Adjusted EBITA 1, 2	$	264.8		$	338.6		$	243.2		$	543.5
Adjusted EBITA Margin on Revenue before billable expenses	12.2		%	14.6		%	5.8		%	12.1		%

1 Calculations include restructuring charges of $118.0 and $321.3 for the three and six months ended June 30, 2025 and $0.3 and $0.9 for the three and six months ended June 30, 2024, respectively. See "Restructuring Charges" section of this MD&A and Note 8 of Item 1, Financial Statements and Supplementary Data for further information.

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 second quarter of 2025. 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 June 30, 2025 and December 31, 2024, 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 2024 Annual Report.

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 June 30, 2025, 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.

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 2024 Annual Report on Form 10-K (the “2024 Annual Report”), which could materially affect our business, financial condition or future results. In the second quarter of 2025, there have been no material changes in the risk factors we have previously disclosed in Item 1A, Risk Factors, in our 2024 Annual Report. The risks described in our 2024 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.


	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
April 1 - 30	1,544,280	$	24.38	1,541,504	$	197,480,062
May 1 - 31	1,539,559	$	24.92	1,537,301	$	159,168,505
June 1 - 30	957,720	$	23.11	956,346	$	137,066,554
Total	4,041,559	$	24.29	4,035,151

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 2,776 Withheld Shares in April 2025; 2,258 Withheld Shares in May 2025; and 1,374 Withheld Shares in June 2025, for a total of 6,408 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 6 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 7, 2024, the Company's Board of Directors authorized a share repurchase program to repurchase from time to time up to $320.0 million, excluding fees, of our common stock. On February 11, 2025, the Board authorized a share repurchase program to repurchase from time to time up to $155.0 million, excluding fees, of our common stock, which was in addition to any amounts remaining under the 2024 share repurchase program.

On December 8, 2024, we entered into an Agreement and Plan of Merger (the "Merger Agreement") with Omnicom Group Inc. ("Omnicom"), pursuant to which a merger subsidiary of Omnicom will merge with and into IPG, with IPG surviving the merger as a direct wholly owned subsidiary of Omnicom. Under the terms of the Merger Agreement, IPG may continue to purchase its common stock in the open market or pursuant to Rule 10b5-1 trading plans, up to $325.0 million in the aggregate per calendar year, and we expect to continue to repurchase our common stock in future periods. The timing and amount of the repurchases will depend on market conditions and other funding requirements. There are no expiration dates associated with the share repurchase programs.


Exhibit No.						Description

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.

101						Interactive Data File for the period ended June 30, 2025. 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.



			THE INTERPUBLIC GROUP OF COMPANIES, INC.

			By			/s/ Philippe Krakowsky
						Philippe Krakowsky Chief Executive Officer


	June 30, 2025	December 31, 2024
Total assets:
MD&E	$	$
IA&C
SC&E
Corporate and Other
Total	$	$


Item 2.			Management’s Discussion and Analysis of Financial Condition and Results of Operations


Item 3.			Quantitative and Qualitative Disclosures about Market Risk


Item 2.			Unregistered Sales of Equity Securities and Use of Proceeds




			By			/s/ Christopher F. Carroll
						Christopher F. Carroll Executive Vice President, Controller and Chief Accounting and Business Transformation Officer (Principal Accounting Officer)


Item 4.			Controls and Procedures


Item 1.			Legal Proceedings


Item 1A.			Risk Factors


Item 3.			Defaults Upon Senior Securities

INTERPUBLIC GROUP OF COMPANIES, INC. - Quarter Report: 2025 June (Form 10-Q)

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