8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 _______________________

FORM 8-K

_______________________

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): April 22, 2020

 

THE INTERPUBLIC GROUP OF COMPANIES, INC.

(Exact name of registrant as specified in its charter)

Delaware	1-6686	13-1024020
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

909 Third Avenue, New York, New York 10022

(Address of principal executive offices) (Zip Code)

(212)704-1200

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.10 per share	IPG	The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition.

On April 22, 2020, The Interpublic Group of Companies, Inc. (i) issued a press release, a copy of which is attached hereto as Exhibit 99.1 and incorporated by reference herein, announcing its results for the first quarter of 2020, (ii) held a conference call to discuss the foregoing results and (iii) posted an investor presentation, a copy of which is attached hereto as Exhibit 99.2 and incorporated by reference herein, on its website in connection with the conference call.

Item 9.01. Financial Statements and Exhibits.

Exhibit 99.1: Press release dated April 22, 2020 (furnished pursuant to Item 2.02)

Exhibit 99.2: Investor presentation dated April 22, 2020 (furnished pursuant to Item 2.02)

Exhibit 104: Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document (included as Exhibit 101).

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 hereunto duly authorized.

	THE INTERPUBLIC GROUP OF COMPANIES, INC.
Date: April 22, 2020	By:        /s/ Andrew Bonzani
	Name:   Andrew Bonzani Title:     Executive Vice President, General Counsel and Secretary

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE New York, NY (April 22, 2020)

Interpublic Announces First Quarter2020 Results

• Reported net revenue of $1.97 billion, a decrease of 1.6% from a year ago, with organic net revenue growth of 0.3%

• In seasonally small quarter, net income was $4.7 million compared with a loss of $8.0 million a year ago, with EBITA of $97.2 million and EBITA margin of 4.9%

• First quarter diluted EPS was $0.01 and $0.11 as adjusted

• Management highlights strategic and operating strengths, exceptional talent base, deep financial resources, and flexible cost model, amid macroeconomic and marketing uncertainty due to COVID-19 pandemic

Summary

Revenue

• First quarter2020 net revenue decreased1.6% to $1.97 billion, compared to $2.00 billion in the first quarter of 2019. During the quarter, the organic net revenue increase was 0.3%, while the effect of foreign currency translation was negative1.0%, and the impact of net dispositions was negative0.9%. First quarter2020 total revenue remained flat at $2.36 billion compared to the same period in 2019.

Operating Results

• Operating income in the first quarter of 2020 was $75.9 million, compared to $50.2 million in 2019. EBITA was $97.2 million in the first quarter of 2020 compared to adjusted EBITA of $103.6 million in the prior-year period, which excludes restructuring charges of $31.8 million. EBITA margin on net revenue was 4.9%, compared to adjusted EBITA margin of 5.2% in 2019.

• Refer to reconciliations on page 8 for more detail.

Net Results

• Income tax provision in the first quarter of 2020 was $17.2 million on income before income taxes of $20.0 million.

• First quarter2020 net income available to IPG common stockholders was $4.7 million, resulting in earnings of $0.01 per basic and diluted share. Adjusted earnings were $0.11 per diluted share as adjusted for after-tax amortization of acquired intangibles of $17.1 million and an after-tax loss of $22.4 million on the sales of businesses. This compares to adjusted earnings of $0.11 per diluted share a year ago.

Interpublic Group 909 Third Avenue New York, NY 10022 212-704-1200 tel 212-704-1201 fax

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• Refer to reconciliations on pages 7 and 9 for more detail.

“It goes without saying that uncertainty and anxiety as a result of the devastating COVID-19 pandemic have generated significant challenges. Our top priority continues to be the safety and well-being of our people, as well as fully supporting our clients and communities. It’s too early to predict the duration and extent of macroeconomic pressure on marketers and our business, but it is heartening to see that our talented workforce has proven adept and comfortable at leveraging technology and collaborating virtually to continue to work effectively. Unfortunately our solid results in the first quarter cannot be indicative of the remainder of the year. Our performance, however, is an indication of the competitiveness and the strength of our offerings and our people. With more than 95% of our employees working from home, we continue to serve our clients around the globe, generate great ideas across all marketing disciplines and channels, and move the business forward,” commented Michael Roth, Chairman and CEO of IPG.

“Over a period of many years, our management team has demonstrated that we have the financial and management talent, tools, and business model, to successfully navigate through difficult times. Our company’s balance sheet and liquidity are strong, and were further enhanced when we proactively accessed the capital markets a few weeks ago. As always, we remain committed to the high level of transparency that you have come to expect from this team, and look forward to returning to our strong trajectory of organic revenue and profit growth once the macro situation stabilizes and a recovery begins to take hold. We are thankful for the continued close partnership with our clients, and proud of our employees around the world and how they have come together during these exceptional times,” added Mr. Roth.

Operating Results

Revenue

Net revenue of $1.97 billion in the first quarter of 2020decreased1.6% compared with the same period in 2019. During the quarter, the effect of foreign currency translation was negative1.0%, the impact of net dispositions was negative0.9%, and the resulting organic net revenue increase was 0.3%. Total revenue, which includes billable expenses, of $2.36 billion remained flat in the first quarter of 2020 compared with the same period in 2019.

Operating Expenses

The overall decrease in our operating expenses of 3.0%, excluding billable expenses and amortization of acquired intangibles, exceeded the decrease in net revenue of 1.6%. Excluding restructuring expense from the first quarter of 2019, our net operating expenses decreased 1.4%.

During the first quarter of 2020, salaries and related expenses of $1.42 billion remained flat compared to the same period in 2019.

Interpublic Group 909 Third Avenue New York, NY 10022 212-704-1200 tel 212-704-1201 fax

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Staff cost ratio, which is total salaries and related expenses as a percentage of net revenue, was 72.1% in the first quarter of 2020 compared to 70.9% in the same period in 2019, primarily driven by increases in base salaries, benefits and tax, severance expense and temporary help expense, which were offset by lower incentive expense.

During the first quarter of 2020, office and other direct expenses were $378.2 million, a decrease of 2.8% compared to the same period in 2019.

Office and other direct expenses decreased as a percentage of net revenue to 19.2% in the first quarter of 2020 compared to 19.4% a year ago, primarily due to decreases in travel and entertainment expenses and professional consulting fees as well as lower client service costs, partially offset by an increase in bad debt expense.

Selling, general and administrative expenses decreased as a percentage of net revenue to 1.1% in the first quarter of 2020 compared to 2.1% a year ago, primarily attributable to lower incentive expense.

Depreciation and amortization as a percentage of net revenue was 3.7% in the first quarter of 2020 compared to 3.5% in the same period in 2019.

During the first quarter of 2019, restructuring charges were $31.8 million due to the implementation of a cost initiative to better align our cost structure with our revenue.

Non-Operating Results and Tax

Net interest expense decreased by $7.9 million to $34.1 million in the first quarter of 2020 from a year ago.

Other expense, net was $21.8 million, which primarily included the losses of $23.3 million on sales of certain small, non-strategic businesses.

The income tax provision in the first quarter of 2020 was $17.2 million on income before income taxes of $20.0 million, compared to a provision of $10.5 million on income before income taxes of $1.3 million in the same period in 2019.

Balance Sheet

At March 31, 2020, cash and cash equivalents totaled $1.55 billion, compared to $1.19 billion at December 31, 2019 and $630.5 million on March 31, 2019. Total debt was $4.22 billion at March 31, 2020, compared to $3.33 billion at December 31, 2019. On March 30, 2020, we issued $650.0 million in aggregate principal amount of senior notes for general corporate purposes, which may include the repayment of our senior notes due in 2020 and 2021.

Interpublic Group 909 Third Avenue New York, NY 10022 212-704-1200 tel 212-704-1201 fax

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Common Stock Dividend

During the first quarter of 2020, the company declared and paid a common stock cash dividend of $0.255 per share, for a total of $100.0 million.

For further information regarding the Company's financial results as well as certain non-GAAP measures including organic net revenue growth, EBITA, adjusted EBITA and earnings per diluted share as adjusted, and the reconciliations thereof, please refer to pages 7 to 9 and our Investor Presentation filed on Form 8-K herewith and available on our website, www.interpublic.com.

# # #

About Interpublic

Interpublic is values-based, data-fueled, and creatively-driven. Major global brands include Acxiom, Craft, FCB (Foote, Cone & Belding), FutureBrand, Golin, Huge, Initiative, Jack Morton, Kinesso, MAGNA, McCann, Mediahub, iMomentum, MRM, MullenLowe Group, Octagon, R/GA, UM and Weber Shandwick. Other leading brands include Avrett Free Ginsberg, Campbell Ewald, Carmichael Lynch, Deutsch, Hill Holliday, ID Media and The Martin Agency. For more information, please visit www.interpublic.com.

# # #

Contact Information

Tom Cunningham

(Press)

(212) 704-1326

Jerry Leshne

(Analysts, Investors)

(212) 704-1439

Interpublic Group 909 Third Avenue New York, NY 10022 212-704-1200 tel 212-704-1201 fax

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Cautionary Statement

This release contains forward-looking statements. Statements in this release that are not historical facts, including statements about management's beliefs and expectations, constitute forward-looking statements. These statements are based on current plans, estimates and projections, and are subject to change based on a number of factors, including those outlined under Item 1A, Risk Factors, in our most recent Annual Report on Form 10-K, and our other filings with the Securities and Exchange Commission ("SEC"). Forward-looking statements speak only as of the date they are made, and we undertake no obligation to update publicly any of them in light of new information or future events.

Forward-looking statements involve inherent risks and uncertainties. A number of important factors could cause actual results to differ materially from those contained in any forward-looking statement. Such factors include, but are not limited to, the following:

• potential effects of a challenging economy, for example, on the demand for our advertising and marketing services, on our clients' financial condition and on our business or financial condition;

• the outbreak of the novel coronavirus ("COVID-19"), including the measures to reduce its spread, and the impact on the economy and demand for our services, which may precipitate or exacerbate other risks and uncertainties;

• our ability to attract new clients and retain existing clients;

• our ability to retain and attract key employees;

• risks associated with assumptions we make in connection with our critical accounting estimates, including changes in assumptions associated with any effects of a weakened economy;

• potential adverse effects if we are required to recognize impairment charges or other adverse accounting-related developments;

• risks associated with the effects of global, national and regional economic and political conditions, including counterparty risks and fluctuations in economic growth rates, interest rates and currency exchange rates;

• developments from changes in the regulatory and legal environment for advertising and marketing and communications services companies around the world; and

• failure to realize the anticipated benefits on the acquisition of the Acxiom business.

Investors should carefully consider these factors and the additional risk factors outlined in more detail under Item 1A, Risk Factors, in our most recent Annual Report on Form 10-K, and our other SEC filings.

Interpublic Group 909 Third Avenue New York, NY 10022 212-704-1200 tel 212-704-1201 fax

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THE INTERPUBLIC GROUP OF COMPANIES, INC. AND SUBSIDIARIES CONSOLIDATED SUMMARY OF EARNINGS FIRST QUARTER REPORT 2020 AND 2019 (Amounts in Millions except Per Share Data) (UNAUDITED)
		Three Months Ended March 31,
		2020			2019			Fav. (Unfav.) % Variance
Revenue:
	Net Revenue	$	1,972.1		$	2,004.8		(1.6	)%
	Billable Expenses	387.7			356.4			8.8	%
Total Revenue		2,359.8			2,361.2			(0.1	)%
Operating Expenses:
	Salaries and Related Expenses	1,422.8			1,421.1			(0.1	)%
	Office and Other Direct Expenses	378.2			389.2			2.8	%
	Billable Expenses	387.7			356.4			(8.8	)%
	Cost of Services	2,188.7			2,166.7			(1.0	)%
	Selling, General and Administrative Expenses	22.4			41.4			45.9	%
	Depreciation and Amortization	72.8			71.1			(2.4	)%
	Restructuring Charges	—			31.8			N/A
Total Operating Expenses		2,283.9			2,311.0			1.2	%
Operating Income		75.9			50.2			51.2	%
Expenses and Other Income:
	Interest Expense	(44.8		)	(49.8		)
	Interest Income	10.7			7.8
	Other Expense, Net	(21.8		)	(6.9		)
Total (Expenses) and Other Income		(55.9		)	(48.9		)
Income Before Income Taxes		20.0			1.3
	Provision for Income Taxes	17.2			10.5
Income (Loss) of Consolidated Companies		2.8			(9.2		)
	Equity in Net Loss of Unconsolidated Affiliates	(0.2		)	(0.3		)
Net Income (Loss)		2.6			(9.5		)
	Net Loss Attributable to Noncontrolling Interests	2.1			1.5
Net Income (Loss) Available to IPG Common Stockholders		$	4.7		$	(8.0	)
Earnings (Loss) Per Share Available to IPG Common Stockholders:
Basic		$	0.01		$	(0.02	)
Diluted		$	0.01		$	(0.02	)
Weighted-Average Number of Common Shares Outstanding:
Basic		387.7			384.5
Diluted		391.7			384.5
Dividends Declared Per Common Share		$	0.255		$	0.235

Interpublic Group 909 Third Avenue New York, NY 10022 212-704-1200 tel 212-704-1201 fax

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THE INTERPUBLIC GROUP OF COMPANIES, INC. AND SUBSIDIARIES RECONCILIATIONOF ADJUSTED RESULTS (Amounts in Millions except Per Share Data) (UNAUDITED)
	Three Months Ended March 31, 2020
	As Reported			Amortization of Acquired Intangibles			Net Losses on Sales of Businesses1			Adjusted Results
Net Revenue	$	1,972.1								$	1,972.1
Billable Expenses	387.7									387.7
Total Revenue	2,359.8									2,359.8
Cost of Services	2,188.7									2,188.7
Selling, General and Administrative Expenses	22.4									22.4
Depreciation and Amortization	72.8			$	21.3					51.5
Total Operating Expense	2,283.9			21.3						2,262.6
Operating Income	75.9			(21.3		)				97.2
Interest Expense, Net	(34.1		)							(34.1		)
Other Expense, Net	(21.8		)				$	(23.3	)	1.5
Total (Expenses) and Other Income	(55.9		)				(23.3		)	(32.6		)
Income Before Income Taxes	20.0			(21.3		)	(23.3		)	64.6
Provision for Income Taxes	17.2			4.2			0.9			22.3
Equity in Net Loss of Unconsolidated Affiliates	(0.2		)							(0.2		)
Net Loss Attributable to Noncontrolling Interests	2.1									2.1
Net Income Available to IPG Common Stockholders	$	4.7		$	(17.1	)	$	(22.4	)	$	44.2
Weighted-Average Number of Common Shares Outstanding - Basic	387.7									387.7
Dilutive effect of stock options and restricted shares	4.0									4.0
Weighted-Average Number of Common Shares Outstanding - Diluted	391.7									391.7
Earnings per Share Available to IPG Common Stockholders:
Basic	$	0.01		$	(0.04	)	$	(0.06	)	$	0.11
Diluted	$	0.01		$	(0.04	)	$	(0.06	)	$	0.11
1 Includes losses on complete dispositions of businesses and the classification of certain assets as held for sale.
Note: Management believes the resulting comparisons provide useful supplemental data that, while not a substitute for GAAP measures, allow for greater transparency in the review of our financial and operational performance.

Interpublic Group 909 Third Avenue New York, NY 10022 212-704-1200 tel 212-704-1201 fax

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THE INTERPUBLIC GROUP OF COMPANIES, INC. AND SUBSIDIARIES RECONCILIATIONOF ADJUSTED RESULTS (Amounts in Millions) (UNAUDITED)
	Three Months Ended March 31,
	2020			2019
Net Revenue	$	1,972.1		$	2,004.8
EBITA Reconciliation:
Net Income (Loss) Available to IPG Common Stockholders	$	4.7		$	(8.0	)
Add Back:
Provision for Income Taxes	17.2			10.5
Subtract:
Total (Expenses) and Other Income	(55.9		)	(48.9		)
Equity in Net Loss of Unconsolidated Affiliates	(0.2		)	(0.3		)
Net Loss Attributable to Noncontrolling Interests	2.1			1.5
Operating Income	75.9			50.2
Add Back:
Amortization of Acquired Intangibles	21.3			21.6
EBITA	$	97.2		$	71.8
EBITA Margin on Net Revenue %	4.9		%	3.6		%
Restructuring Charges	—			31.8
Adjusted EBITA	$	97.2		$	103.6
Adjusted EBITA Margin on Net Revenue %	4.9		%	5.2		%
Note: Management believes the resulting comparisons provide useful supplemental data that, while not a substitute for GAAP measures, allow for greater transparency in the review of our financial and operational performance.

Interpublic Group 909 Third Avenue New York, NY 10022 212-704-1200 tel 212-704-1201 fax

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THE INTERPUBLIC GROUP OF COMPANIES, INC. AND SUBSIDIARIES RECONCILIATIONOF ADJUSTED RESULTS (Amounts in Millions except Per Share Data) (UNAUDITED)
	Three Months Ended March 31, 2019
	As Reported			Amortization of Acquired Intangibles			Restructuring Charges			Net Losses on Sales of Businesses1			Adjusted Results
Net Revenue	$	2,004.8											$	2,004.8
Billable Expenses	356.4												356.4
Total Revenue	2,361.2												2,361.2
Cost of Services	2,166.7												2,166.7
Selling, General, and Administrative Expenses	41.4												41.4
Depreciation and Amortization	71.1			$	21.6								49.5
Restructuring Charges	31.8						$	31.8					—
Total Operating Expense	2,311.0			21.6			31.8						2,257.6
Operating Income	50.2			(21.6		)	(31.8		)				103.6
Interest Expense, Net	(42.0		)										(42.0		)
Other Expense, Net	(6.9		)							$	(8.6	)	1.7
Total (Expenses) and Other Income	(48.9		)							(8.6		)	(40.3		)
Income Before Income Taxes	1.3			(21.6		)	(31.8		)	(8.6		)	63.3
Provision for Income Taxes	10.5			4.2			7.6			—			22.3
Equity in Net Loss of Unconsolidated Affiliates	(0.3		)										(0.3		)
Net Loss Attributable to Noncontrolling Interests	1.5												1.5
Net (Loss) Income Available to IPG Common Stockholders	$	(8.0	)	$	(17.4	)	$	(24.2	)	$	(8.6	)	$	42.2
Weighted-Average Number of Common Shares Outstanding - Basic	384.5												384.5
Dilutive effect of stock options and restricted shares	N/A												4.4
Weighted-Average Number of Common Shares Outstanding - Diluted	384.5												388.9
(Loss) Earnings per Share Available to IPG Common Stockholders:
Basic	$	(0.02	)	$	(0.05	)	$	(0.06	)	$	(0.02	)	$	0.11
Diluted	$	(0.02	)	$	(0.05	)	$	(0.06	)	$	(0.02	)	$	0.11
1 Includes losses on complete dispositions of businesses and the classification of certain assets as held for sale.
Note: Management believes the resulting comparisons provide useful supplemental data that, while not a substitute for GAAP measures, allow for greater transparency in the review of our financial and operational performance.

Interpublic Group 909 Third Avenue New York, NY 10022 212-704-1200 tel 212-704-1201 fax

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EX-99.2

FIRST QUARTER 2020 EARNINGS CONFERENCE CALL Interpublic Group April 22, 2020

Overview — First Quarter 2020 •Net revenue change was -1.6%, and organic growth of net revenue was +0.3% ◦ U.S. organic growth was +0.8% ◦ International organic change was negative -0.7% •In seasonally small quarter, net income was $4.7 million compared with a loss of $8.0 million a year ago, with EBITA of $97.2 million and EBITA margin of 4.9% •Diluted EPS was $0.01 and was $0.11 as adjusted, flat with $0.11 as adjusted a year ago •Initiated comprehensive response to COVID-19 crisis •Issued $650 million 4.75% senior notes maturing in 2030 and entered into additional $500 million credit facility "Organic growth" refers exclusively to the organic change of net revenue. EBITA is calculated as net income (loss) available to IPG common stockholders before provision for incomes taxes, total (expenses) and other income, equity in net loss of unconsolidated affiliates, net loss attributable to noncontrolling interests and amortization of acquired intangibles. Adjusted diluted EPS is adjusted for amortization of acquired intangibles and sales of businesses in addition to restructuring charges in 2019. See reconciliation of organic net revenue change on page 14 and adjusted non-GAAP reconciliations on pages 15 -17. Interpublic Group of Companies, Inc. 2

Operating Performance Three Months Ended March 31, 2020 2019 Net Revenue $ 1,972.1 $ 2,004.8 Billable Expenses 387.7 356.4 Total Revenue 2,359.8 2,361.2 Salaries and Related Expenses 1,422.8 1,421.1 Office and Other Direct Expenses 378.2 389.2 Billable Expenses 387.7 356.4 Cost of Services 2,188.7 2,166.7 Selling, General and Administrative Expenses 22.4 41.4 Depreciation and Amortization 72.8 71.1 Restructuring Charges 0.0 31.8 Operating Income 75.9 50.2 Interest Expense, net (34.1) (42.0) Other Expense, net (21.8) (6.9) Income Before Income Taxes 20.0 1.3 Provision for Income Taxes 17.2 10.5 Equity in Net Loss of Unconsolidated Affiliates (0.2) (0.3) Net Income (Loss) 2.6 (9.5) Net Loss Attributable to Noncontrolling Interests 2.1 1.5 Net Income (Loss) Available to IPG Common Stockholders $ 4.7 $ (8.0) Income (Loss) per Share Available to IPG Common Stockholders - Basic $ 0.01 $ (0.02) Income (Loss) per Share Available to IPG Common Stockholders - Diluted $ 0.01 $ (0.02) Weighted-Average Number of Common Shares Outstanding - Basic 387.7 384.5 Weighted-Average Number of Common Shares Outstanding - Diluted 391.7 384.5 Dividends Declared per Common Share $ 0.255 $ 0.235 ($ in Millions, except per share amounts) Interpublic Group of Companies, Inc. 3

Net Revenue Three Months Ended $ % Change March 31, 2019 $ 2,004.8 Foreign currency (20.6) (1.0%) Net acquisitions/(divestitures) (17.5) (0.9%) Organic 5.4 0.3% Total change (32.7) (1.6%) March 31, 2020 $ 1,972.1 Three Months Ended March 31, Change 2020 2019 (1) Organic Total IAN $ 1,664.5 $ 1,706.1 (0.3%) (2.4%) CMG $ 307.6 $ 298.7 3.7% 3.0% (1) Results for March 31, 2019 have been recast to conform to the current-period presentation. See reconciliation of segment organic net revenue change on page 14. ($ in Millions) Interpublic Group of Companies, Inc. 4

Organic Net Revenue Change by Region -1.8% United Kingdom +0.8% +1.2% United States Continental Europe -2.4% All Other Markets -5.3% +10.7% Asia Pacific Latin America “All Other Markets” includes Canada, Africa and the Middle East. Circle proportions represent consolidated net revenue distribution. See reconciliation of organic net revenue change, including total net -0.7% +0.3% revenue change, on page 14. International Worldwide Three Months Ended March 31, 2020. Organic. Interpublic Group of Companies, Inc. 5

Operating Expenses % of Net Revenue Salaries & Related Office & Other Direct Selling, General & Administrative 72.1% 70.9% 19.2% 19.4% 2.1% 1.1% 2020 2019 2020 2019 2020 2019 Depreciation & Amortization (1) Amortization of Acquired Intangibles Restructuring Charges 2.6% 2.4% 1.1% 1.1% 1.6% 0.0% 2020 2019 2020 2019 2020 2019 (1) Excludes amortization of acquired intangibles. Interpublic Group of Companies, Inc. 6

Adjusted Diluted Earnings Per Share Three Months Ended March 31, 2020 Amortization of Net Losses on Sales of As Reported Acquired Intangibles Businesses Adjusted Results Operating Income and EBITA $ 75.9 $ (21.3) $ 97.2 Total (Expenses) and Other Income (55.9) $ (23.3) (32.6) Income Before Income Taxes 20.0 (21.3) (23.3) 64.6 Provision for Income Taxes 17.2 4.2 0.9 22.3 Equity in Net Loss of Unconsolidated Affiliates (0.2) (0.2) Net Loss Attributable to Noncontrolling Interests 2.1 2.1 DILUTED EPS COMPONENTS: Net Earnings Available to IPG Common Stockholders $ 4.7 $ (17.1) $ (22.4) $ 44.2 Weighted-Average Number of Common Shares Outstanding 391.7 391.7 Earnings per Share Available to IPG Common Stockholders $ 0.01 $ (0.04) $ (0.06) $ 0.11 See full reconciliation of adjusted non-GAAP diluted earnings per share on page 15. ($ in Millions, except per share amounts) Interpublic Group of Companies, Inc. 7

Cash Flow Three Months Ended March 31, 2020 2019 Net Income (Loss) $ 2.6 $ (9.5) OPERATING ACTIVITIES: Depreciation & amortization 98.3 101.6 Deferred taxes (11.2) (31.0) Net losses on sales of businesses 23.3 8.6 Other non-cash items 23.8 16.5 Change in working capital, net (371.6) (165.8) Change in other non-current assets & liabilities (42.3) (13.9) Net cash used in Operating Activities (277.1) (93.5) INVESTING ACTIVITIES: Capital expenditures (44.6) (32.8) Acquisitions, net of cash acquired (1.3) 0.0 Other investing activities (14.9) 2.1 Net cash used in Investing Activities (60.8) (30.7) FINANCING ACTIVITIES: Proceeds from long-term debt 646.2 0.0 Net increase in short-term borrowings 247.8 201.0 Exercise of stock options 0.0 0.6 Common stock dividends (100.0) (90.6) Tax payments for employee shares withheld (19.1) (21.2) Acquisition-related payments (18.6) 0.0 Distributions to noncontrolling interests (5.6) (2.5) Other financing activities (6.3) (0.6) Net cash provided by Financing Activities 744.4 86.7 Currency effect (46.7) (6.4) Net increase (decrease) in cash, cash equivalents and restricted cash $ 359.8 $ (43.9) ($ in Millions) Interpublic Group of Companies, Inc. 8

Balance Sheet — Current Portion March 31, 2020 December 31, 2019 March 31, 2019 CURRENT ASSETS: Cash and cash equivalents $ 1,554.0 $ 1,192.2 $ 630.5 Accounts receivable, net 3,661.5 5,209.2 4,027.5 Accounts receivable, billable to clients 1,914.0 1,934.1 2,077.4 Assets held for sale 17.4 22.8 19.7 Other current assets 449.8 412.4 491.9 Total current assets $ 7,596.7 $ 8,770.7 $ 7,247.0 CURRENT LIABILITIES: Accounts payable $ 5,559.5 $ 7,205.4 $ 5,733.7 Accrued liabilities 539.5 742.8 663.6 Contract liabilities 571.5 585.6 575.9 Short-term borrowings 310.1 52.4 272.4 Current portion of long-term debt 502.5 502.0 0.1 Liabilities held for sale 55.4 65.0 22.4 Current portion of operating leases 257.4 267.2 263.0 Total current liabilities $ 7,795.9 $ 9,420.4 $ 7,531.1 ($ in Millions) Interpublic Group of Companies, Inc. 9

Debt Maturity Schedule Total Debt = $4.2 billion $813 $313 $650 (2) $537 $500 $500 $500 $500 $500 (1) $250 3.50% 3.75% 4.00% 3.75% 4.20% 4.65% 4.75% 5.40% 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031+ Senior Notes - Current Other Short-Term Debt Senior Notes New Senior Notes (1) Senior Notes due on October 1, 2020. (2) On March 30, 2020, we issued a total of $650 in aggregate principal amount of unsecured senior notes due March 30, 2030. Senior Notes shown at face value on March 31, 2020. ($ in Millions) Interpublic Group of Companies, Inc. 10

Summary •Intense focus on navigating the impact of COVID-19 •Foundation for sustained value creation in top talent, strong agency brands and key strategic initiatives ◦ Quality of our agency offerings ◦ Integrated digital and digital specialists ◦ "Open architecture” solutions ◦ Data management at scale •Effective expense management an ongoing priority •Financial strength an ongoing source of value creation Interpublic Group of Companies, Inc. 11

Appendix Interpublic Group of Companies, Inc. 12

Depreciation and Amortization 2020 Q1 Q2 Q3 Q4 YTD 2020 Depreciation and amortization (1) $ 51.5 $ 51.5 Amortization of acquired intangibles 21.3 21.3 Amortization of restricted stock and other non-cash compensation 23.2 23.2 Net amortization of bond discounts and deferred financing costs 2.3 2.3 2019 Q1 Q2 Q3 Q4 FY 2019 Depreciation and amortization (1) $ 49.5 $ 51.7 $ 47.3 $ 44.0 $ 192.5 Amortization of acquired intangibles 21.6 21.3 21.7 21.4 86.0 Amortization of restricted stock and other non-cash compensation 28.2 15.9 14.2 21.9 80.2 Net amortization of bond discounts and deferred financing costs 2.3 2.3 2.4 2.3 9.3 (1) Excludes amortization of acquired intangibles. ($ in Millions) Interpublic Group of Companies, Inc. 13

Reconciliation of Organic Net Revenue Components of Change Change Three Months Net Three Months Ended Foreign Acquisitions / Organic Ended Organic Total March 31, 2019 Currency (Divestitures) March 31, 2020 SEGMENT: IAN (1) $ 1,706.1 $ (18.6) $ (17.4) $ (5.6) $ 1,664.5 (0.3%) (2.4%) CMG (1) 298.7 (2.0) (0.1) 11.0 307.6 3.7% 3.0% Total $ 2,004.8 $ (20.6) $ (17.5) $ 5.4 $ 1,972.1 0.3% (1.6%) GEOGRAPHIC: United States $ 1,314.1 $ 0.0 $ (4.0) $ 9.9 $ 1,320.0 0.8% 0.4% International 690.7 (20.6) (13.5) (4.5) 652.1 (0.7%) (5.6%) United Kingdom 170.3 (1.6) 0.0 (3.0) 165.7 (1.8%) (2.7%) Continental Europe 156.8 (5.1) (7.6) 1.9 146.0 1.2% (6.9%) Asia Pacific 178.0 (4.0) (5.7) (9.5) 158.8 (5.3%) (10.8%) Latin America 80.3 (9.6) 0.0 8.6 79.3 10.7% (1.2%) All Other Markets 105.3 (0.3) (0.2) (2.5) 102.3 (2.4%) (2.8%) Worldwide $ 2,004.8 $ (20.6) $ (17.5) $ 5.4 $ 1,972.1 0.3% (1.6%) (1) Results for March 31, 2019 have been recast to conform to the current-period presentation. ($ in Millions) Interpublic Group of Companies, Inc. 14

Reconciliation of Adjusted Results (1) Three Months Ended March 31, 2020 Amortization of As Reported Acquired Net Losses on Adjusted Intangibles Sales of Businesses Results Operating Income and EBITA $ 75.9 $ (21.3) $ 97.2 Total (Expenses) and Other Income (55.9) $ (23.3) (32.6) Income Before Income Taxes 20.0 (21.3) (23.3) 64.6 Provision for Income Taxes 17.2 4.2 0.9 22.3 Equity in Net Loss of Unconsolidated Affiliates (0.2) (0.2) Net Loss Attributable to Noncontrolling Interests 2.1 2.1 Net Income Available to IPG Common Stockholders $ 4.7 $ (17.1) $ (22.4) $ 44.2 Weighted-Average Number of Common Shares Outstanding - Basic 387.7 387.7 Dilutive effect of stock options and restricted shares 4.0 4.0 Weighted-Average Number of Common Shares Outstanding - Diluted 391.7 391.7 Earnings per Share Available to IPG Common Stockholders: Basic $ 0.01 $ (0.04) $ (0.06) $ 0.11 Diluted $ 0.01 $ (0.04) $ (0.06) $ 0.11 (1) The table reconciles our reported results to our adjusted non-GAAP results. Management believes the resulting comparisons provide useful supplemental data that, while not a substitute for GAAP measures, allow for greater transparency in the review of our financial and operational performance. ($ in Millions, except per share amounts) Interpublic Group of Companies, Inc. 15

Reconciliation of Adjusted Results (1) Three Months Ended March 31, 2019 Amortization of Net Losses on As Reported Acquired Restructuring Sales of Adjusted Intangibles Charges Businesses Results Operating Income and Adjusted EBITA $ 50.2 $ (21.6) $ (31.8) $ 103.6 Total (Expenses) and Other Income (48.9) $ (8.6) (40.3) Income Before Income Taxes 1.3 (21.6) (31.8) (8.6) 63.3 Provision for Income Taxes 10.5 4.2 7.6 0.0 22.3 Equity in Net Loss of Unconsolidated Affiliates (0.3) (0.3) Net Loss Attributable to Noncontrolling Interests 1.5 1.5 Net (Loss) Income Available to IPG Common Stockholders $ (8.0) $ (17.4) $ (24.2) $ (8.6) $ 42.2 Weighted-Average Number of Common Shares Outstanding - Basic 384.5 384.5 Dilutive effect of stock options and restricted shares N/A 4.4 Weighted-Average Number of Common Shares Outstanding - Diluted 384.5 388.9 (Loss) Earnings per Share Available to IPG Common Stockholders: Basic $ (0.02) $ (0.05) $ (0.06) $ (0.02) $ 0.11 Diluted $ (0.02) $ (0.05) $ (0.06) $ (0.02) $ 0.11 (1) The table reconciles our reported results to our adjusted non-GAAP results. Management believes the resulting comparisons provide useful supplemental data that, while not a substitute for GAAP measures, allow for greater transparency in the review of our financial and operational performance. ($ in Millions, except per share amounts) Interpublic Group of Companies, Inc. 16

Adjusted EBITA Reconciliation (1) Three Months Ended March 31, 2020 2019 Net Revenue $ 1,972.1 $ 2,004.8 Non-GAAP Reconciliation: Net Income (Loss) Available to IPG Common Stockholders $ 4.7 $ (8.0) Add Back: Provision for Income Taxes 17.2 10.5 Subtract: Total (Expenses) and Other Income (55.9) (48.9) Equity in Net Loss of Unconsolidated Affiliates (0.2) (0.3) Net Loss Attributable to Noncontrolling Interests 2.1 1.5 Operating Income $ 75.9 $ 50.2 Add Back: Amortization of Acquired Intangibles 21.3 21.6 EBITA $ 97.2 $ 71.8 EBITA Margin on Net Revenue % 4.9% 3.6% Restructuring Charges $ — $ 31.8 Adjusted EBITA $ 97.2 $ 103.6 Adjusted EBITA Margin on Net Revenue % 4.9% 5.2% (1) The table reconciles our reported results to our adjusted non-GAAP results. Management believes the resulting comparisons provide useful supplemental data that, while not a substitute for GAAP measures, allow for greater transparency in the review of our financial and operational performance. ($ in Millions) Interpublic Group of Companies, Inc. 17

Metrics Update Interpublic Group of Companies, Inc. 18

Metrics Update CATEGORY: SALARIES & RELATED OFFICE & OTHER DIRECT FINANCIAL (% of net revenue) (% of net revenue) METRIC: Trailing Twelve Months Trailing Twelve Months Available Liquidity Base, Benefits & Tax Occupancy Expense Credit Facilities Covenant Incentive Expense All Other Office and Other Direct Expenses Severance Expense Temporary Help Interpublic Group of Companies, Inc. 19

Salaries & Related Expenses % of Net Revenue, Trailing Twelve Months 64.8% 64.6% 3/31/2020 12/31/2019 Interpublic Group of Companies, Inc. 20

Salaries & Related Expenses (% of Net Revenue) Three Months Ended March 31 Base, Benefits & Tax Incentive Expense Severance Expense Temporary Help 61.7% 5.0% 4.5% 59.4% 1.2% 4.2% 3.7% 0.8% Three Months Three Months Three Months Three Months 2020 2019 “All Other Salaries & Related,” not shown, was 1.0% and 1.5% for the three months ended March 31, 2020 and 2019, respectively. Certain information for the prior period has been recast to conform to the current-period presentation. Interpublic Group of Companies, Inc. 21

Office & Other Direct Expenses % of Net Revenue, Trailing Twelve Months 18.1% 18.1% 3/31/2020 12/31/2019 Interpublic Group of Companies, Inc. 22

Office & Other Direct Expenses (% of Net Revenue) Three Months Ended March 31 Occupancy Expense All Other 12.8% 6.7% 12.5% 6.6% Three Months Three Months 2020 2019 “All Other” primarily includes client service costs, non-pass through production expenses, travel and entertainment, professional fees, spending to support new business activity, telecommunications, office supplies, bad debt expense, adjustments to contingent acquisition obligations, foreign currency losses (gains), long-lived asset impairments and other expenses. Interpublic Group of Companies, Inc. 23

Available Liquidity Cash, Cash Equivalents + Available Committed Credit Facilities (1) $500 $1,492 $1,492 $1,491 $1,491 $1,491 (2) $1,554 $1,192 $631 $614 $521 3/31/2019 6/30/2019 9/30/2019 12/31/2019 3/31/2020 Cash and Cash Equivalents Available Committed Credit Facility New Credit Facility (1) In March 2020, we entered into an agreement for a 364-day revolving credit facility. (2) Includes net proceeds from our March 2020 debt issuance of $650 aggregate principal amount of Senior Notes. ($ in Millions) Interpublic Group of Companies, Inc. 24

Credit Facilities Covenant (1) Last Twelve Months Ended Covenants March 31, 2020 I. Leverage Ratio (not greater than) 3.75x Actual Leverage Ratio 2.86x Last Twelve Months Ended EBITDA RECONCILIATION: March 31, 2020 Operating Income $ 1,111.7 + Depreciation and Amortization 366.5 EBITDA: $ 1,478.2 (1) The leverage ratio financial covenant applies to both our committed corporate credit facility, amended and restated as of November 1, 2019, and our 364-day credit facility entered into on March 27, 2020. ($ in Millions) Interpublic Group of Companies, Inc. 25

Cautionary Statement This investor presentation contains forward-looking statements. Statements in this investor presentation that are not historical facts, including statements about management’s beliefs and expectations, constitute forward-looking statements. These statements are based on current plans, estimates and projections, and are subject to change based on a number of factors, including those outlined in our most recent Annual Report on Form 10-K under Item 1A, Risk Factors, and our other filings with the Securities and Exchange Commission ("SEC"). Forward-looking statements speak only as of the date they are made, and we undertake no obligation to update publicly any of them in light of new information or future events. Forward-looking statements involve inherent risks and uncertainties. A number of important factors could cause actual results to differ materially from those contained in any forward-looking statement. Such factors include, but are not limited to, the following: ▪ potential effects of a challenging economy, for example, on the demand for our advertising and marketing services, on our clients’ financial condition and on our business or financial condition; ▪ the outbreak of the novel coronavirus ("COVID-19"), including the measures to reduce its spread, and the impact on the economy and demand for our services, which may precipitate or exacerbate other risks and uncertainties; ▪ our ability to attract new clients and retain existing clients; ▪ our ability to retain and attract key employees; ▪ risks associated with assumptions we make in connection with our critical accounting estimates, including changes in assumptions associated with any effects of a weakened economy; ▪ potential adverse effects if we are required to recognize impairment charges or other adverse accounting-related developments; ▪ risks associated with the effects of global, national and regional economic and political conditions, including counterparty risks and fluctuations in economic growth rates, interest rates and currency exchange rates; ▪ developments from changes in the regulatory and legal environment for advertising and marketing and communications services companies around the world; and ▪ failure to realize the anticipated benefits on the acquisition of the Acxiom business Investors should carefully consider these factors and the additional risk factors outlined in more detail in our most recent Annual Report on Form 10-K under Item 1A, Risk Factors, and our other SEC filings. Interpublic Group of Companies, Inc. 26

XML

Cover Page Document			3 Months Ended
	Apr. 22, 2020	Oct. 22, 2019	Mar. 31, 2020
Document Information [Line Items]
Document Type	8-K
Document Period End Date	Apr. 22, 2020
Entity Registrant Name		INTERPUBLIC GROUP OF COMPANIES, INC.	INTERPUBLIC GROUP OF COMPANIES, INC.
Entity Incorporation, State or Country Code			DE
Entity File Number			1-6686
Entity Tax Identification Number			13-1024020
Entity Address, Address Line One			909 Third Avenue,
Entity Address, City or Town			New York,
Entity Address, State or Province			NY
Entity Address, Postal Zip Code			10022
City Area Code			(212)
Local Phone Number			704-1200
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security			Common Stock, par value $0.10 per share
Trading Symbol			IPG
Security Exchange Name			NYSE
Entity Emerging Growth Company	false
Amendment Flag		false
Entity Central Index Key		0000051644