Debt and Credit Agreements (Notes)

12 Months Ended

Dec. 31, 2023

Debt Disclosure [Abstract]

Debt Disclosure [Text Block]

Long-Term Debt

A summary of the carrying amounts of our long-term debt is listed below.

	Effective Interest Rate		December 31,
			2023 1		2022 1
4.200% Senior Notes due 2024 (less unamortized discount and issuance costs of $0.0 and $0.1, respectively)	4.240	%	$	249.9	$	249.7
4.650% Senior Notes due 2028 (less unamortized discount and issuance costs of $0.9 and $2.1, respectively)	4.780	%	497.0		496.4
4.750% Senior Notes due 2030 (less unamortized discount and issuance costs of $2.6 and $3.8, respectively)	4.920	%	643.6		642.6
2.400% Senior Notes due 2031 (less unamortized discount and issuance costs of $0.7 and $3.3, respectively)	2.512	%	496.0		495.5
5.375% Senior Notes due 2033 (less unamortized discount and issuance costs of $3.6 and $3.0, respectively)	5.650	%	293.4		—
3.375% Senior Notes due 2041 (less unamortized discount and issuance costs of $0.9 and $5.0, respectively)	3.448	%	494.1		493.7
5.400% Senior Notes due 2048 (less unamortized discount and issuance costs of $2.6 and $4.6, respectively)	5.480	%	492.8		492.6
Other notes payable and capitalized leases			0.8		0.8
Total long-term debt			3,167.6		2,871.3
Less: current portion			250.1		0.6
Long-term debt, excluding current portion			$	2,917.5	$	2,870.7

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

Annual maturities are scheduled as follows based on the book value as of December 31, 2023.

2024	$	250.1
2025	0.2
2026	0.2
2027	0.1
2028	497.0
Thereafter	2,420.0
Total long-term debt	$	3,167.6

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 $22.7 and $26.2, 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 $2,975.3 and $2,552.3, respectively. Refer to Note 13 for details.

Debt Transactions

5.375% Senior Notes due 2033

On June 8, 2023, we issued a total of $300.0 in aggregate principal amount of 5.375% unsecured senior notes (the "5.375% Senior Notes") due June 15, 2033. Upon issuance, the 5.375% Senior Notes were reflected in our unaudited Consolidated Balance Sheets at $292.9, net of discount of $3.8 and net of capitalized debt issuance costs, including commissions and offering expenses of $3.3, 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 $200.0.

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 $1,500.0, 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 $250.0, 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 $50.0, or the equivalent in other currencies. Our obligations under the Credit Agreement are unsecured. As of both December 31, 2023 and 2022, there were no borrowings under the Credit Agreement; however, we had $9.5 and $10.3 of letters of credit under the Credit Agreement, which reduced our total availability to $1,490.5 and $1,489.7, 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 0.125% for Base Rate advances and 1.125% 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 0.250%. We also pay a facility fee on each lender's revolving commitment of 0.125%, which is an annual rate determined based on our credit ratings.

	Financial Covenant
Leverage ratio (not greater than): 1	3.50x

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 $780.7 and $936.2, under which we had outstanding borrowings of $34.2 and $44.3 classified as short-term borrowings on our Consolidated Balance Sheets, respectively. The average amounts outstanding during 2023 and 2022 were $47.9 and $61.2, respectively, with weighted-average interest rates of approximately 7.9% and 4.6%, respectively.

Commercial Paper

The Company is authorized to issue unsecured commercial paper up to a maximum aggregate amount outstanding at any time of $1,500.0. 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 397 days from the date of issue. As of both December 31, 2023 and 2022, there was no commercial paper outstanding. There was no 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 $2,718.0 and $2,411.2, respectively.