UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
ý☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2018
or                 For the fiscal year ended December 31, 2020
or
o☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 1-6686
ipg-20201231_g1.jpg
THE INTERPUBLIC GROUP OF COMPANIES, INC.
(Exact name of registrant as specified in its charter)
Delaware13-1024020
(State or other jurisdiction of

incorporation or organization)
(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)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.10 par value $0.10 per shareIPGThe New York Stock Exchange
Securities Registered Pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ý    No ¨
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨    No ý
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý    No ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ý    No ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filerý☒Accelerated filer¨
Non-accelerated filer¨Smaller reporting company¨☐
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. ¨
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act by the registered public accounting firm that prepared or issued its audit report. ☒
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨☐    No ý
As of June 29, 2018,30, 2020, the aggregate market value of the shares of the registrant’s common stock held by non-affiliates was approximately $9.0$6.5 billion. The number of shares of the registrant’s common stock outstanding as of February 13, 201911, 2021 was 384,912,527.390,677,929.



DOCUMENTS INCORPORATED BY REFERENCE


The following sections of the Proxy Statement for the Annual Meeting of Stockholders to be held on May 23, 201927, 2021 are incorporated by reference in Part III: “Election of Directors,” “Director Selection Process,” “Code of Conduct,” “Committees of the Board of Directors,” “Audit Committee,” “Section 16(a) Beneficial Ownership Reporting Compliance,” “Executive Compensation,” “Non-Management Director Compensation,” “Compensation Discussion and Analysis,” “Compensation and Leadership Talent Committee Report,” “Outstanding Shares and Ownership of Common Stock,” “Securities Authorized for Issuance under Equity Compensation Plans,” “Transactions with Related Persons,” “Director Independence” and “Appointment of Registered Public Accounting Firm.”




TABLE OF CONTENTS
Page
PART I
Item 1.
2
Item 1A.
10
Item 1B.
16
Item 2.
16
Item 3.
16
Item 4.
16
Page
PART III
Item 1.5.
2
Item 1A.
Risk Factors
9
Item 1B.
Unresolved Staff Comments
14
Item 2.
Properties
14
Item 3.
Legal Proceedings
14
Item 4.
Mine Safety Disclosures
14
PART II
Item 5.
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
1517
Item 6.
1618
Item 7.
1820
Item 7A.
3844
Item 8.
4046
Item 9.
9196
Item 9A.
9196
Item 9B.
9196
PART III
Item 10.
9297
Item 11.
9297
Item 12.
9297
Item 13.
9297
Item 14.
9297
PART IV
Item 15.
9398
Item 16.
9398






STATEMENT REGARDING FORWARD-LOOKING DISCLOSURE


This annual report on Form 10-K contains forward-looking statements. Statements in this report that are not historical facts, including statements about management’s beliefs and expectations, constitute forward-looking statements. Without limiting the generality of the foregoing, words such as “may,” “will,” “expect,” “believe,” “anticipate,” “intend,” “could,” “would,” “estimate,” “continue” or comparable terminology are intended to identify 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 this report. 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•the 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 impacts of the novel coronavirus (COVID-19) pandemic and the measures to contain its spread, including social distancing efforts and restrictions on businesses, social activities and travel, any failure to realize anticipated benefits from the rollout of COVID-19 vaccination campaigns and the resulting impact on the economy, our clients 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;world, including laws and regulations related to data protection and consumer privacy; and
•failure to fully realize the anticipated benefits of the acquisition of the Acxiom business.our 2020 restructuring actions and other cost-savings initiatives.
Investors should carefully consider these factors and the additional risk factors outlined in more detail under Item 1A, Risk Factors, in this report.



1

Table of Contents


PART I


Item 1.Business
The Interpublic Group of Companies, Inc. ("Interpublic," the "Company," "IPG," "we," "us" or "our") was incorporated in Delaware in September 1930 under the name of McCann-Erickson Incorporated as the successor to the advertising agency businesses founded in 1902 by A.W. Erickson and in 1911 by Harrison K. McCann. The Company has operated under the Interpublic name since January 1961.


About Us
We are one of the world’s premier global advertising and marketing services companies. Through our 54,000 With approximately 50,200 employees and operations in all major world markets, our companies specialize in consumer advertising, digital marketing, communications planning and media buying, public relations, and specialized communications disciplines.disciplines and data management. Our agencies create customized marketing programssolutions for clients that range in scale from large global marketers to regional and local clients. Comprehensive global services are critical to effectively serve our multinational and local clients in markets throughout the world as they seek to build brands, increase sales of their products and services, and gain market share.
The work we produce for our clients is specific to their unique needs. Our solutions vary from project-based activity involving one agency to long-term, fully integrated campaigns created by multiple IPG agencies working together. With officesoperations in over 110100 countries, we can operate in a single region or deliver global integrated programs.
The role of our holding company is to provide resources and support to ensure that our agencies can best meet clients’ needs.needs and to selectively facilitate collaborative client service among our agencies. Based in New York City, our holding company sets company-wide financial objectives and corporate strategy, establishes financial management and operational controls, guides personnel policy, directs collaborative inter-agency programs, conducts investor relations, manages corporateenvironmental, social responsibilityand governance (ESG) programs, provides enterprise risk management and oversees mergers and acquisitions. In addition, we provide certain centralized functional services that offer our companies operational efficiencies, including accounting and finance, executive compensation management and recruitment assistance, employee benefits, marketing information retrieval and analysis, internal audit, legal services, real estate expertise and travel services.


Our Brands
Interpublic is home to some of the world’s best-known and most innovative communications specialists. We have three global networks: McCann Worldgroup, Foote, Cone & Belding ("FCB") and MullenLowe Group, which provide integrated, large-scale advertising and marketing solutions for clients. Our Media, Data and Technology offerings are comprised of Mediabrands' global media services, companies include UMAcxiom's data and Initiative, which operate under the IPG Mediabrands umbrella.technology capabilities, Kinesso's data-driven marketing solutions, and Matterkind, an innovative media investment offering. We also have a range of best-in-class global specialized communications assets as well as premier domestic integrated and global digital agencies that are industry leaders.
•Media, Data and Technology offerings provide strategic media planning and buying services as well as data management and leading marketing technology services. Our media services agencies manage tens of billions of dollars in marketing investment on behalf of their clients, providing strategic counsel and advisory services to navigate the fast-evolving consumer and media landscape. Full-service global media agencies within the Mediabrands network include UM and Initiative. Additional leading brands and specialist business units include IPG Media Lab, MAGNA, Orion Holdings, Rapport and Reprise. Media solutions are developed and executed through integrated, data-driven marketing strategies. Acxiom, which IPG acquired in 2018, provides the data foundation for many of the world’s largest and most sophisticated marketers. Acxiom's solutions help clients organize, cleanse and store data in a responsible and ethical manner and enhance our ability to provide data-driven marketing insights to our clients. Kinesso, the marketing technology company IPG launched in October 2019, provides the tools and services required to help marketers make traditional and addressable media activation faster, better and more effective through the use of data. In May 2020, we launched Matterkind, an innovative offering that optimizes client media investment, holistically and in real time, across all addressable media channels.
•McCann Worldgroup is a leading global marketing solutions network united across more than 100100+ countries by a single vision: to help brands play a meaningful role in people’speople's lives. McCann was recognized by the Effies as the world's most creatively-effective marketing services company in 2020. The network ranked by the 2018 Global Effie Index as the world’s most creatively effective network in the world, is comprised of agencies that emphasize creativity, innovation and performance. Agencies aligned with McCann Worldgroup to deliver fully integrated solutions include: McCann (advertising), MRM//McCann (digital marketing/MRM (science/technology/relationship management)marketing), Momentum WorldwideWorldwide (total brand experience), McCann Health (professional/dtc communications), and CRAFT (production), PMK-BNC (entertainment/brand/popular culture),. McCann is aligned with our marketing services agencies including Weber Shandwick (public relations) and FutureBrand (consulting/design).
2

•FCB is a global marketing communications company. Basedcompany, named Adweek's Global Network of the Year for 2020. Based on an understanding of diversified markets and cultures, FCB focuses on creating “Never Finished” ideas for clients that reflect each brand’s past and anticipate its future. FCB also offers a range of best-in-class, integrated and specialist marketing capabilities: FCB Health, one of the world’s most awarded healthcare marketing networks; shopper-first agency FCB/RED; design agency Chute Gerdeman; experiential agency FCBX; production studios Lord + Thomas and FuelContent; CRM agency FCB/SIX; and digital agenciesagency New Honor Society and HelloComputer.Society.
•MullenLowe Group is a creatively driven integrated marketing communications network with a strong entrepreneurial heritage and challenger mentality. A global creative boutique of distinctive diverse agencies, MullenLowe Group is presentnetworked in more than 65 markets. With aWithin the Group's distinctive hyperbundled-operating model, global specialismsspecializations include expertise in brand strategy, and through-the-line advertising with MullenLowe; digital transformation with MullenLowe Profero; media and communications planning and buying with MullenLowe Mediahub; customer experience activation with MullenLowe Open; and consumer and corporate PR with MullenLowe PR and MullenLowe salt. The group is focused on delivering an “Unfair Share of Attention” for clients and is consistently ranked among the most awarded creative and effective agency networks in the world, and in 2018world. Mediahub was named toAd Age Media Agency of the Ad Age Agency A-List.
Year in 2020.

2


•Our IPG Mediabrands,DXTRA group, the rebranded Constituency Management Group (CMG), is a global mediacollective of 27 marketing specialty brands, anchored across Weber Shandwick, Golin, Octagon, Jack Morton and data armFutureBrand. IPG DXTRA companies bring together unique combinations of IPG, manages tens of billions of dollars in marketing investment on behalf of its clients, employing over 12,000 marketing communication specialists in over 100 countries. The agency group delivers business resultsin-demand skills and expertise for clients, by providing strategic counselincluding experiential, public relations, crisis and advisory services to navigate the fast-evolving consumerissues management, sponsorships, innovation, brand, influencer, digital, social and media landscape. These solutions are developedanalytics in categories as diverse as sports, healthcare, entertainment, CPG, luxury, tech and executed through integrated, data-driven marketing strategies. Full-service and global agencies within the IPG Mediabrands network include UM and Initiative. Additional leading brands and specialist business units include Cadreon, Healix, IPG Media Lab, MAGNA, Orion Holdings, Rapport and Reprise.
We also havefinancial services. DXTRA has exceptional global marketing specialists across a range of disciplines. Ourdisciplines, including industry-leading public relations agencies such as Weber Shandwick, Golin, DeVries Global, Axis, Creation and Current MarketingGlobal have expertise in every significant area of communication management. Jack Morton is a global brand experience agency, and FutureBrand is a leading brand consultancy. Octagon is a global sports, entertainment and lifestyle marketing agency. Our digital specialist agencies, led by R/GA, Huge and MRM//McCann, are among the industry's most award-winning digital agencies. Our premier healthcare communications specialists reside within our global creative networks.
•Our domestic integrated independent and digital specialist agencies include some of advertising's most recognizable and storied agency brands, including Carmichael Lynch, Deutsch, Hill Holliday, Huge, and The Martin Agency.R/GA. The marketing programs created by these agencies incorporate all media channels, CRM, public relations and other digital marketing activities and have helped build some of the most powerful brands in the U.S.,United States, across all sectors and industries.
Acxiom, which IPG acquired in 2018, provides the data foundation for many of the world’s largest and most sophisticated marketers. Acxiom’s solutions help clients organize, cleanse and store data in a secure and compliant fashion and will substantially enhance our ability to provide marketing insights and actions to our clients.
We list approximately 100 of our companies on our website under the "Our Agencies"Companies" section, with descriptions, case studies, social media channelscapabilities and office locations for each. To learn more about our broad range of capabilities, visit our website at www.interpublic.com. Information on our website is not part of this report.


Market Strategy
We operate in a media landscape that continues to evolve at a rapid pace. Media channels continue to fragment, and clients face an increasingly complex consumer environment. To stay ahead of these challenges and to achieve our objectives, we have made and continue to make investments in creative, strategic and strategictechnology talent in areas including fast-growth digital marketing channels, high-growth geographic regions and strategic 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 intra-company 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.
In recent years, we have taken several major strategic steps to position our agencies as leaders in the global advertising and communications market. These include:
•Investment in seniorleading talent: OurWe believe our continued ability to attract and develop top talent and to be the industry’s employer of choice for an increasingly diverse workforce have been key differentiators for IPG. We continue to acquire and develop top strategic, creative and digital talent from a range of backgrounds.
•Growing digital capabilities: Our investments in talent and technology - organically growing digital capabilities such as search, social, user experience (UX), content creation, data and analytics, and mobile across the portfolio - promise to drive further growth in this dynamic sector of our business. We continue to internationalize our powerful digital specialist agencies.
Future-facing acquisition: In adding Acxiom to our organization in 2018, we directly address the data-centric ecosystem where all of our clients must now operate.•Data-fueled offerings: Media and marketing is increasingly centered around the ability to manage data to create deeper direct customer relationships, andrelationships. Acxiom provides the tools for us to help our clients connect with individual consumers at scale. Kinesso furthers this vision by bringing together top data and technology talent with addressable media experts to develop software that amplifies clients' marketing and leverages Acxiom’s assets and capabilities.
3

Investment•Investments in emerging and strategic markets: We strengthenedstrengthen our position in emergingglobal markets by driving organic growth as well as completing strategic acquisitions in Asia, Europe, Latin America, and North America.
acquisitions.
•Integrated marketing solutions: A differentiating aspect of our business is our utilization of “open architecture” solutions that integrate the best talent from throughout the organization to fulfill the needs of our leading clients.

Together, these steps have built a culture of strategic creativity and high performance across IPG. Despite the challenges faced by our industry, clients and workforce, in 2020 we once again delivered sector-leading performance. This result demonstrates the continued competitiveness of our offerings, the value of our long-term strategy, and the strength of our culture, which is especially significant during such unprecedented times.
In 2020, at the agency level, IPG resulting in IPG posting strong organic growth, as well as increased honors and awardscontinues to be recognized for our Company.

3


In 2018, IPG was named the Holding Companyhaving many of the Year at the North American Effie Awards; McCann Worldgroup wasindustry’s most vibrant brands. Two of our agencies were named Agency Networkas Adweek Agencies of the Year; McCann New YorkFCB was named Most EffectiveGlobal Agency Office of the Year and received the Grand Effie for The Power of SHE, "Fearless Girl." At the 2018 Cannes Lions Festival of Creativity, for the third consecutive year an IPG agency took home the most prestigious network honor in healthcare marketing as FCB HealthMartin Agency was named Healthcare NetworkU.S Agency of the Year. IPGSix of our agencies also won two of the Cannes Festival’s highest honors - the Grand Prix in Innovation as well as the Grand Prix in eCommerce; these are the two newest prizes at the Festival, recognizing transformational work for clients in high-growth disciplines.
In the U.S. market, IPGwere honored by Ad Age on its A-List and related rankings, and once again our company led the industry in Advertising Age’sterms of number of agencies recognized on the trade publication’s prestigious annual "A-List," a ranking of the industry's ten most innovativeindustry’s top marketing and communications agencies. At the inaugural Campaign U.S. Agency of the Year Awards, held in 2020, IPG took home eight honors, more than the number of awards won by all other holding companies combined; these awards, which are judged by clients, recognize inspired leadership, creative agencies. McCann, R/GAexcellence, outstanding business performance and MullenLowe ranked among the industry's best-performingoverall achievements for both agencies and MRM//McCann was namedindividuals.
Data-fueled Offerings
IPG decided to incorporate data expertise into the "Agencycore of the Year"Company. Understanding data and its power is critical to the current and future success of our Company. We believe an ethical and conscious approach that respects consumer privacy, and promotes brand safety, will be crucial as we navigate increased regulation in the BtoB category. Additionally,digital media space.
Going forward, we intend to continue to enhance the technology layer within our offerings and to build tech-enabled marketing solutions, informed by a holistic understanding of audiences. This will allow us to deliver personalized user experiences and more accountable marketing for brands. Ultimately, our vision for IPG agencies Momentum Worldwide and Weber Shandwick were identified as "Agency Standouts"is to be a key partner in ensuring that clients’ businesses thrive in the awards issue, and FCB received a top ranking as an "Agency to Watch." Ad Age selects agencies based on account wins, quality of work and business results delivered on behalf of their clients.digital economy.

Digital Growth
Demand for our digital marketing services continues to evolve rapidly. In order to meet this need and provide high-value resources to clients, we have focused on embedding digital talent and technology throughout the organization. This reflects our belief that digital marketing should be integrated within all of our companies. This structure mirrors the way in which consumers incorporate digital media into their other media habits and, ultimately, their daily lives. We continue to invest in recruiting and developing digital expertise at all our agencies and in all marketing disciplines.
To meet the changing needs of the marketplace, we have been active in making new acquisitions and minority investments in specialty digital assets. In addition, we have consistently invested in existing assets such as Cadreon (audience management platform), the IPG Media Lab, Huge, MRM//McCann and R/GA, which serve as key digital partners to many of the agencies within IPG.
Fast-GrowthEmerging Economies and Strategic Regions
We continue to invest and expand our presence in high-growthemerging and strategic geographic regions. In recent years,Over the last decade, we have made significant investments in Brazil, India and China, further strengthening our position in these important developing markets. Our operations in India are best-in-class, and we will continue to invest in partnerships and talent in this key market. We also hold a majority stake in the Middle East Communication Networks (“MCN”), among the region's premier marketing services companies. MCN is headquartered in Dubai, with offices across 1312 countries. In China, where we operate with allmost of our global networks and across the full spectrum of marketing services, we continue to invest organically in the talent of our agency brands and opportunistically acquire specialty offerings. Additional areas of investment include key strategic markets in North America, the United Kingdom, Europe, Asia Pacific, Latin America and Africa.
Diversity, Equity and Inclusion
IPG and our agencies are committed to diversity and inclusion, and we reinforce these values through a comprehensive set of award-winning programs. These include business resource groups that develop career building programs, as well as training around topics like unconscious bias. We seek to ensure accountability by tying executive compensation directly to the ability of our leaders to hire, promote and retain diverse talent, and we regularly measure the inclusiveness of our culture with a company-wide climate for inclusion survey.
We began our formal programs over a decade ago. Since then, IPG has seen dramaticnotable improvements in the diversity of our workforce, and further progress is a management priority. In 2020, IPG became the U.S., IPG exceeded the ad industry’s representation rates for womenfirst advertising holding company to release race and minorities for both professional-levelgender composition of its leadership based on its EEO-1 report, and management positionswe are committed to continuous transparency in the most recent filings. Anthis area. We believe that an environment that encourages respect and trust is key to a creative business like ours, and IPG believesthat a competitive advantage comes with having a variety of perspectives and beliefs in itsour workforce.
Acquisition Strategy
A disciplined acquisition strategy, focused on high-growth capabilities and regions of the world, is one component of growing our services in today's rapidly-changing marketing services and media landscape. When an outstanding resource or a
4

strong tactical fit becomes available, we have been opportunistic over the years in making tuck-in, niche acquisitions that enhance our service offerings.
In 2018, we pursued and completed the transformative acquisition of its Marketing Solutions business ("Acxiom") from Acxiom Holdings, Inc. (the "Acxiom Acquisition"). By adding Acxiom to our offering, we have positioned our company for a future in which data-driven marketing solutions are increasingly core to brands' success. With Acxiom, we can go to market as a

4


trusted, high-value partner that will deliver on the promise of combining data management and marketing services to drive measurable business outcomes for our clients.
In recent years, IPG has acquired agencies across the marketing spectrum, including firms specializing in digital,data and tech, e-commerce, mobile marketing, social media, healthcare communications and public relations, as well as agencies with full-service capabilities. These acquired agencies have been integrated into one of our global networks or specialist agencies.
Our People
Because of the service character of our business, the quality of personnel is of crucial importance to our continuing success, and our employees, including creative, digital, research, media and account specialists, and their skills and relationships with clients, are among our most valuable assets. We conduct extensive employee training and development throughout our agencies and benchmark our compensation programs against those of our industry for their competitiveness and effectiveness in recruitment and retention. There is keen competition for qualified employees.
As of December 31, 2020, we employed approximately 50,200 people, of which approximately 21,100 were employed in the United States.
As of December 31, 2020 1
Total50,200
Domestic21,100
International29,100
     United Kingdom4,600
     Continental Europe6,200
     Asia Pacific9,000
     Latin America5,400
     Other4,000
1Numbers are approximate and may not total due to rounding
We employ a balanced approach in managing our human capital resources. Depending on where a human-capital management function is most effective or efficient, processes are either managed at the holding company or designated to our operating units to adopt strategies appropriate for their client sector, workforce makeup, talent requirements and business demands.
The holding company retains oversight of all human capital resources and activities, setting standards and providing support and policy guidance and sharing programs. At the corporate center, centralized human capital management processes include development of human resources governance and policy; executive compensation for senior leaders across the Company; benefits programs; succession planning focusing on the performance, development and retention of the Company’s senior-most executives and key roles in the operating units; and executive development.
IPG sets specific standards for human capital management and, on a yearly basis, assesses each operating unit’s performance in managing and developing its workforce. We undertake human capital initiatives with an aim of ensuring that employees have the high level of competence and commitment our businesses need to succeed. We formally assess our operating units against their efforts in the areas of people development, diversity and inclusion, performance management, talent acquisition and organization development in order to drive or support the units’ strategic business and growth goals. Accordingly, the operating units create and deploy skills-training programs, management training, employee goal-setting and feedback platforms, applicant-tracking systems, new-employee onboarding processes, and other programs intended to enhance the performance and engagement of the workforce.
As discussed above under Market Strategy — Diversity, Equity and Inclusion, diversity, equity and inclusion are essential priorities for IPG. Our goal is that our talent represents the diversity of our communities and consumers, with a corporate culture that drives belonging, well-being and growth. We believe that such a workplace will enable us to provide cultural insights to help our clients make authentic and responsible connections with their customers. The programs we provide in support of diversity, equity and inclusion include events, training and curated and bespoke content, research and tools, to foster awareness and action on an array of critical issues that we believe are vital for the recruitment, retention, advancement, well-being and belonging for people who are part of under-represented groups. We also foster business resource groups that offer programs on all facets of diversity and inclusion in support of specific communities of employees.
The events of the past year have highlighted the importance of providing emotional as well as material support to our employees in these demanding times. In 2018, asideresponse to the ongoing COVID-19 public health crisis, we provided increased support for our people through one-on-one and group therapy sessions, self-care workshops and management training. And, as we
5

learned what we believed was working well for IPG, we offered counsel to our clients to address their own employee concerns during this time. During a period of heightened worldwide racial strife and unrest, we continued our active focus on inclusivity and equality. We released statistics around race and gender in our executive leadership; our Diversity and Inclusion team hosted neighborhood chats and ally conversations for employees globally, and we created bespoke resources for our employees like our “Inclusive at Work” website, which contains a “Racial Equality Center,” a “Manager’s Guide to Initial Responses to Racial Turmoil,” a “Guide to Personal Pronouns” and other resources.
Impact of COVID-19
In March 2020, the World Health Organization categorized the novel coronavirus ("COVID-19") as a pandemic, and it continues to spread extensively throughout the United States and the rest of the world. The outbreak of COVID-19 and public and private sector measures to reduce its transmission, such as forced business closures and limits on operations, the imposition of social distancing and orders to work-from-home, stay-at-home and shelter-in-place, have adversely impacted our business and demand for our services. Some businesses have adjusted, reduced or suspended operating activities, which has negatively impacted the markets we serve. We continue to believe that our focus on our strategic strengths, which include talent, our differentiated go-to-market strategy, data management capabilities, and the relevance of our offerings, position us well to navigate a rapidly changing marketplace. The effects of the COVID-19 pandemic have negatively impacted and will likely continue to negatively impact our results of operations, cash flows and financial position; however, the extent of the impact will vary depending on the duration and severity of the economic and operational impacts of COVID-19 as well as the effectiveness of mass vaccination and other public health efforts to mitigate the impact of the pandemic.
At the outset of the COVID-19 pandemic, we responded swiftly in support of our people, our clients and our communities. To protect our employees, and to do our part in stopping the spread of COVID-19, within days, 95 percent of our global workforce moved to a remote work environment. The majority of our worldwide workforce continues to work from Acxiom, M&A activity brought approximately 140home. We recognized the importance of regular communication to reassure employees and to keep them updated on our plans as the pandemic unfolded, and IPG was recognized with top honors at the Corporate Content Awards North America for its outstanding communication during the pandemic. We adopted an approach of “organized flexibility” to facilitate the new working environments and take into account the foldneed of many employees to work during non-traditional hours and juggle home lives and work responsibilities.
We believe we have had significant success in maintaining and continuing to advance the quality of our services notwithstanding extensive changes required by the pandemic. With respect to managing costs, we undertook multiple initiatives, which continue, to align our expenses with changes in revenue. The steps we have taken across our agencies and corporate group include deferred merit increases, freezes on hiring and temporary labor, major cuts in non-essential spending, staff reductions, furloughs in markets where that option is available and salary reductions, including Brazil, Israelvoluntary salary reductions for our senior corporate management team.
Starting in the second quarter of 2020 and continuing through the U.K. The acquisitions improvedyear, the Company also took restructuring actions to lower our positioningoperating expenses structurally and permanently relative to revenue and to accelerate the transformation of our business. Most of these actions are based on our recent experience and learning in critical disciplines suchthe COVID-19 pandemic and a resulting review of our operations. Notably, we foresee a greater role for work-from-home in a hybrid office-home model to deliver and support our services in a post-COVID world.
We discuss these restructuring actions as content creation, especially for social media, digitalwell as steps to strengthen our financial position that we undertook in 2020 in more detail in Item 7, Management’s Discussion and entertainment marketing.

Analysis of Financial Condition and Results of Operations (“MD&A”).
Financial Objectives
Our financial goals include competitive organic net revenue growth and operatingexpansion of Adjusted EBITA margin, expansion excluding net interest, other expense, provision for income taxes,as defined and amortizationdiscussed within the Non-GAAP Financial Measure section of acquired intangibles,the MD&A, which we expect will further strengthen our balance sheet and total liquidity and increase value to our shareholders. 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 shareholder value.

Financial Reporting Segments
We have two reportable segments, which are Integrated Agency Networks (“IAN”) and Constituency Management Group (“CMG”).IPG DXTRA. IAN is comprised of McCann Worldgroup, FCB, MullenLowe Group, IPGMedia, Data Services and Tech which includes Mediabrands, Acxiom, Kinesso and Matterkind, our digital specialist agencies and our domestic integrated agencies. CMGIPG DXTRA is comprised of a number of our specialist marketing services offerings.offerings in public relations, sports and experiential marketing and branding. We also report results for the “Corporate and other” group, which includes three months of results from Acxiom.group. See Note 1415 in Item 8, Financial Statements and Supplementary Data, for further information.

6

Sources of Revenue
Our revenues are primarily derived from the planning and execution of multi-channel advertising, marketing and communications programs around the world. Our revenues are directly dependent upon the advertising, marketing and corporate communications requirements of our existing clients and our ability to win new clients. Most of our client contracts are individually negotiated, and, accordingly, the terms of client engagements and the bases on which we earn commissions and fees vary significantly. As is customary in the industry, our contracts generally provide for termination by either party on relatively short notice, usually 30 to 90 days, or less.although our data management contracts typically have non-cancelable terms of more than one year.
Revenues for the creation and production of advertising or the planning and placement of media are determined primarily on a negotiated fee basis and, to a lesser extent, on a commission basis. Fees are usually calculated to reflect hourly rates plus proportional overhead and a mark-up. Many clients include an incentive compensation component in their total compensation package. This provides added revenue based on achieving mutually agreed-upon qualitative or quantitative metrics within specified time periods. Commissions are earned based on services provided.
We also generate revenue from data and technology offerings and in negotiated fees from our public relations, sales promotion, eventexperiential marketing, sports and entertainment marketing, and corporate and brand identity services.
In most of our businesses, our agencies enter into commitments to pay production and media costs on behalf of clients, as is customary in the advertising and marketing industries. To the extent possible, we pay production and media charges after we have received funds from our clients, and in some instances we agree with the provider that we will only be liable to pay the production and media costs after the client has paid us for the charges. Generally, we act as the client’s agent rather than the primary obligor in these arrangements.

5


Our revenue is typically lowest in the first quarter and highest in the fourth quarter.
 Consolidated Total Revenues for the Three Months Ended
 202020192018
(Amounts in Millions) % of Total% of Total% of Total
March 31$2,359.8 26.0%$2,361.2 23.0%$2,169.1 22.3%
June 302,025.7 22.4%2,520.2 24.7%2,391.8 24.6%
September 302,125.5 23.5%2,438.1 23.9%2,297.5 23.7%
December 312,550.0 28.1%2,901.8 28.4%2,856.0 29.4%
$9,061.0 $10,221.3 $9,714.4 
 
Consolidated Total Revenues for the Three Months Ended 1
 2018 2017
(Amounts in Millions)  % of Total   % of Total
March 31$2,169.1
 22.3% $2,063.8
 22.8%
June 302,391.8
 24.6% 2,185.8
 24.2%
September 302,297.5
 23.7% 2,208.2
 24.4%
December 312,856.0
 29.4% 2,589.8
 28.6%
 $9,714.4
   $9,047.6
  
1
Effective January 1, 2018, the Company adopted Accounting Standards Codification Topic 606, Revenue from Contracts with Customers, ("ASC 606") using the full retrospective transition method and revised its Consolidated financial statements for the years ended December 31, 2017 and 2016, however the Company did not restate results from 2016 by quarter. For the year ended December 31, 2016, the restated total revenue was $9,056.2. See Note 1 and 2 in Item 8, Financial Statements and Supplementary Data, for further detail on the ASC 606 adoption.


Clients
Our large and diverse client base includes many of the most recognizable companies and brands throughout the world. Our holding company structure allows us to maintain a diversified client base across and within a full range of industry sectors. In the aggregate, our top ten clients based on net revenue accounted for approximately 18%20% of net revenue in 20182020 and 20%17% in 2017.2019. Our largest client accounted for approximately 4%3% of net revenue forin both 20182020 and 2017.2019. Based on net revenue for the year ended December 31, 2018,2020, our largest client sectors (in alphabetical order) were auto and transportation,financial services, healthcare and technology and telecom. We represent several different clients, brands or divisions within each of these sectors in a number of geographic markets, as well as provide services across multiple advertising and marketing disciplines, in each case through more than one of our agency brands. Representation of a client rarely means that we handle advertising for all brands or product lines of the client in all geographical locations. Any client may transfer its business from one of our agencies to another one of our agencies or to a competing agency, and a client may reducechange its marketing budget at any time.
We operate in a highly competitive advertising and marketing communications industry. Our operating companies compete against other large multinational advertising and marketing communications companies as well as numerous independent and niche agencies and new forms of market participants to win new clients and maintain existing client relationships.

Regulatory Environment
The advertising and marketing services that our agencies provide are subject to governmental regulation and other action in all of the jurisdictions in which the Company operates. While these governmental regulations and other actions can impact the Company’s operations, the specific marketing regulations we may face in a given market do not as a general matter significantly impact the Company’s overall service offerings or the nature in which we provide these services.
Governments, government agencies and industry self-regulatory bodies have adopted laws, regulations and standards, and judicial bodies have issued rulings, that directly or indirectly affect the form and content of advertising, public relations and other marketing activities we produce or conduct on behalf of our clients. These laws, regulations and other actions include
7

content-related rules with respect to specific products and services, restrictions on media scheduling and placement, and labeling or warning requirements with respect to certain products, for example pharmaceuticals, alcoholic beverages, cigarettes and other tobacco products, and food and nutritional supplements. We are also subject to rules related to marketing directed to certain groups, such as children.
Digital marketing services are a dynamic and growing sector of our business. Our service offerings in this area are covered by laws and regulations concerning user privacy, use of personal information, data protection and online tracking technologies. We are also subject to laws and regulations that govern whether and how we can transfer, process or receive certain data that we use in our operations, including data shared between countries or regions in which we operate. While we maintain policies and operational procedures to promote effective privacy protection and data management, existing and proposed laws and regulations in this area, such as the General Data Protection Regulation (“GDPR”) in the European Union, the California Consumer Privacy Act (“CCPA”) goingthat recently went into effect in 2020 and other different forms of privacy legislation under consideration across the markets in which we operate, can impact the development, efficacy and profitability of internet-based and other digital marketing. Limitations on the scheduling, content or delivery of direct marketing activities can likewise impact the activities of our agencies offering those services.
With agencies and clients located in over 110100 countries worldwide, we are also subject to laws governing our international operations. These include broad anti-corruption laws such as the U.S. Foreign Corrupt Practices Act ("FCPA") and the U.K. Bribery

6


Act (2010), which generally prohibit the making or offering of improper payments to government officials and political figures. Export controls and economic sanctions regimes, such as those maintained by the U.S. government and comparable ones by the U.K., the member states of the European Union and the U.N., impose limitations on the Company’s ability to operate in certain geographic regions or to seek or service certain potential clients. Likewise, our Treasury operations must comply with exchange controls, restrictions on currency repatriation and the control requirements of applicable anti-money-laundering statutes.

Personnel
As of December 31, 2018, we employed approximately 54,000 people, of whom approximately 22,500 were employed in the United States. Because of the service character of the advertising and marketing communications business, the quality of personnel is of crucial importance to our continuing success. We conduct extensive employee training and development throughout our agencies and benchmark our compensation programs against those of our industry for their competitiveness and effectiveness in recruitment and retention. There is keen competition for qualified employees.

Available Information
Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and any amendments to these reports are available, free of charge, on our website at www.interpublic.com under the "Investor Relations""For Investors" section, as soon as reasonably practicable after we electronically file such reports with, or furnish them to, the U.S. Securities and Exchange Commission ("SEC") at www.sec.gov. The public may also read and copy materials we file with the SEC at the SEC’s Public Reference Room, which is located at 100 F Street, NE, Room 1580, Washington, DC 20549. You can obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.
Our Corporate Governance Guidelines, Interpublic Group Code of Conduct and the charters for each of the Audit Committee, Compensation and Leadership Talent Committee, and Corporate Governance Committee are available, free of charge, on our website at www.interpublic.com in the "Corporate Governance" subsection of the "About" section, or by writing to The Interpublic Group of Companies, Inc., 909 Third Avenue, New York, New York 10022, Attention: Secretary. Information on our website is not part of this report.



7
8

Table of Contents


Executive Officers of IPG
NameAgeOffice
Philippe Krakowsky 1
58Chief Executive Officer
Michael I. Roth 1
7375Executive Chairman of the Board
Ellen Johnson55Executive Vice President and Chief ExecutiveFinancial Officer
Andrew Bonzani5557SeniorExecutive Vice President and General Counsel and Secretary
Christopher F. Carroll5254Senior Vice President, Controller and Chief Accounting Officer
Julie M. Connors47Senior Vice President, Audit and Chief Risk Officer
Ellen Johnson53Senior Vice President of Finance and Treasurer
Philippe Krakowsky56Executive Vice President, Chief Strategy and Talent Officer
Frank Mergenthaler58Executive Vice President and Chief Financial Officer
1Also a Director
1Also a Director
There is no family relationship among any of the executive officers.
Mr. Krakowsky is Chief Executive Officer of IPG, a role he assumed on January 1, 2021. He is also a member of IPG’s Board of Directors. Prior to being named IPG's CEO, Mr. Krakowsky served as the company’s Chief Operating Officer beginning in September 2019, managing business operations across Interpublic, with direct oversight of IPG’s independent companies including Carmichael Lynch, Deutsch, Hill Holliday, Huge and R/GA and IPG's Media, Data and Technology offerings including IPG Mediabrands, Acxiom, Kinesso and Matterkind. During that time, Mr. Krakowsky was also Chairman of IPG Mediabrands. Over the course of his nearly two-decade tenure at IPG, Mr. Krakowsky has also led the strategy, talent, communications and business development functions for the holding company. Before taking on the COO role at IPG, Mr. Krakowsky spent a number of years as CEO of Mediabrands, leading the 10,500-person media investment unit, as well as served as interim-CEO of FCB. From February 2011 until assuming the role of COO, Mr. Krakowsky was also IPG’s Chief Strategy and Talent Officer, where he oversaw key functions that have been vital to the company’s development and growth.
Mr. Roth became ourExecutive Chairman of the Board, effective January 1. 2021. Prior to that time, Mr. Roth served as Chairman of the Board and Chief Executive Officer infrom January 2005. Prior2005 to that time, Mr. Roth servedDecember 31, 2020, and as our Chairman of the Board from July 2004 to January 2005. Mr. Roth served as Chairman and Chief Executive Officer of The MONY Group Inc. from February 1994 to June 2004. Mr. Roth has been a member of the Board of Directors of IPG since February 2002. He is also non-executive chairman of the board of Pitney Bowes Inc. and a director of Ryman Hospitality Properties.
Ms. Johnson became Executive Vice President and Chief Financial Officer of the Company, effective January 1, 2020. Prior to that time, Ms. Johnson served as Senior Vice President of Finance and Treasurer from February 2013 to December 31, 2020, and as Senior Vice President and Treasurer from October 2004 to February 2013. She served as Executive Vice President, Chief Financial Officer of The Partnership, a division of IPG from May 2004 to October 2004, and prior to that, served as Assistant Treasurer, International from February 2000 to May 2004.
Mr. Bonzaniwas hired as Senior Vice President, General Counsel and Secretary in April 2012. He was promoted to Executive Vice President, General Counsel and Secretary in February 2019 and now serves as Executive Vice President and General Counsel as of February 2021. Prior to joining IPG, Mr. Bonzani worked at IBM for 18 years, holding a number of positions in the legal department, most recently as Vice President, Assistant General Counsel and Secretary from July 2008 to March 2012.
Mr. Carrollwas named Senior Vice President, Controller and Chief Accounting Officer in April 2006. In 2017, Mr. Carroll assumed additional responsibilities as Chief Financial Officer for the Constituency Management Group (CMG).DXTRA. Mr. Carroll served as Senior Vice President and Controller of McCann Worldgroup from November 2005 to March 2006. Prior to joining us, Mr. Carroll served in various Chief Accounting Officer and Controller roles. Prior to that time, he servedroles, as well as a Financial Vice President at Lucent Technologies, Inc. and began his professional career at PricewaterhouseCoopers from October 1991 to September 2000. Mr. Carroll has been a director

9
Table of the T. Howard Foundation since 2015.Contents
Ms. Connors was hired in February 2010 as Senior Vice President, Audit and Chief Risk Officer. Prior to joining us, she served as a partner at Deloitte & Touche, LLP from September 2003 to January 2010.
Ms. Johnson was hired as Assistant Treasurer, International in February 2000. In May 2004, Ms. Johnson was appointed Executive Vice President, Chief Financial Officer of The Partnership, a division of Interpublic which included Lowe Worldwide and Draft. She was elected Senior Vice President and Treasurer in October 2004 and in February 2013 was elected to Senior Vice President of Finance and Treasurer.
Mr. Krakowsky was hired in January 2002 as Senior Vice President, Director of Corporate Communications. He was elected Executive Vice President, Strategy and Corporate Relations in December 2005 and in February 2011 was elected Executive Vice President, Chief Strategy and Talent Officer. Prior to joining us, he served as Senior Vice President, Communications Director for Young & Rubicam from August 1996 to December 2000.
Mr. Mergenthaler was hired in August 2005 as Executive Vice President and Chief Financial Officer. Prior to joining us, he served as Executive Vice President and Chief Financial Officer for Columbia House Company from July 2002 to July 2005. Mr. Mergenthaler served as Senior Vice President and Deputy Chief Financial Officer for Vivendi Universal from December 2001 to March 2002. Prior to that time, Mr. Mergenthaler was an executive at Seagram Company Ltd. from November 1996 to December 2001.

8



Item 1A.Risk Factors
We are subject to a variety of possible risks that could adversely impact our revenues, results of operations or financial condition. Some of these risks relate to general economic and financial conditions, while others are more specific to us and the industry in which we operate. The following factors set out potential risks we have identified that could adversely affect us. The risks described below may not be the only risks we face. Additional risks that we do not yet know of, or that we currently think are immaterial, could also have a negative impact on our business operations or financial condition. See also Statement Regarding Forward-Looking Disclosure.Disclosure.

Risks Related to the Global Market and the Economy
•The COVID-19 pandemic has adversely impacted our business, financial condition and results of operations, and the extent of the continuing impact is highly uncertain and cannot be predicted.
The global spread of COVID-19 has created significant worldwide operational volatility, uncertainty and disruption. The COVID-19 pandemic has adversely impacted our business, financial condition and results of operations, and the extent of the continuing impact will depend on numerous evolving factors, which are highly uncertain, rapidly changing and cannot be predicted, including:
•the duration, severity and scope of the pandemic;
•governmental, business and individual actions that have been and continue to be taken in response to the outbreak, including travel restrictions, quarantines, social distancing, work-at-home, stay-at-home and shelter-in-place orders and shut-downs;
•the effectiveness and timing of COVID-19 vaccination campaigns, or any perceived limitations of or setbacks in these efforts;
•the impact of the pandemic on the financial markets and economic activity generally;
•the effect of the pandemic on our clients and other business partners;
•our ability to access usual sources of liquidity on reasonable terms;
•our ability to comply with the financial covenant in our Credit Agreement if the material economic downturn results in increased indebtedness or substantially lower EBITDA;
•potential goodwill or other impairment charges;
•our ability to achieve the benefits of the 2020 restructuring plan and other cost-saving initiatives;
•increased cybersecurity risks as a result of remote working conditions;
•our ability during the pandemic to provide our services, including the health and wellbeing of our employees; and
•the ability of our clients to pay for our services during and following the pandemic.
The COVID-19 pandemic has significantly increased financial and economic volatility and uncertainty. The continued downturn in the economy has had, and we expect will continue to have, a negative impact on many of our clients. Some clients have responded to the weak economic and financial conditions by reducing their marketing budgets, thereby decreasing the market and demand for our services. In addition, many businesses have adjusted, reduced or suspended operating activities, which has negatively impacted the markets we serve. All of the foregoing has impacted, and will likely continue to impact, our business, financial condition, results of operations and forward-looking expectations.
Furthermore, modified processes, procedures and controls have been required to respond to the changes in our business environment, as the majority of our employees have continued to work from home and many onsite locations remain closed. The significant increase in remote working of our employees may exacerbate certain risks to our business, including the increased demand for information technology resources, increased risk of malicious technology-related events, such as cyberattacks and phishing attacks, and increased risk of improper dissemination of personal, proprietary or confidential information.
The potential effects of COVID-19 could also heighten the risks disclosed in many of our other risk factors that are included below, including as a result of, but not limited to, the factors listed above.
•Our results of operations are highly susceptible to unfavorable economic conditions.
We are exposed to risks associated with weak or uncertain regional or global economic conditions and disruption in the financial markets. Following the severe downturn in most markets following the outbreak of the COVID-19 pandemic, the global economy continues to be challenging. Economic downturns or uncertainty about the strength of the global economy generally, or economic conditions in certain regions or market sectors, and caution on the part of marketers, can have an effect
10

on the demand for advertising and marketing communication services. In addition, market conditions can be and have been adversely affected by natural and human disruptions, such as natural disasters, public health crises, severe weather events, military conflict or civil unrest. Our industry can be affected more severely than other sectors by an economic downturn and can recover more slowly than the economy in general. In the past, including in connection with the outbreak of the COVID-19 pandemic, some clients have responded to weak economic and financial conditions by reducing their marketing budgets, which include discretionary components that are easier to reduce in the short term than other operating expenses. This pattern may recur in the future. Furthermore, unexpected revenue shortfalls can result in misalignments of costs and revenues, resulting in a negative impact to our operating margins. If our business is significantly adversely affected by unfavorable economic conditions or other market disruptions that adversely affect client spending, the negative impact on our revenue could pose a challenge to our operating income and cash generation from operations.
Risks Related to Our Industry and Operations
•We operate in a highly competitive industry.
The advertising and marketing communications business is highly competitive and constantly changing. Our agencies and media services compete with other agencies and other providers of creative, marketing or media services to maintain existing client relationships and to win new business. Our competitors include not only other large multinational advertising and marketing communications companies, but also smaller entities that operate in local or regional markets as well as new forms of market participants.
Competitive challenges also arise from rapidly-evolving and new technologies in the marketing and advertising space, creating opportunities for new and existing competitors and a need for continued significant investment in tools, technologies and process improvements. As data-driven marketing solutions become increasingly core to the success of our brands, any failure to keep up with rapidly changing technologies and standards in this space could harm our competitive position.
The client’s perception of the quality of our agencies’ creative work, its confidence in our ability to protect the confidentiality of their and their customers’ data and its relationships with key personnel at the Company or our agencies are important factors that affect our competitive position. An agency’s ability to serve clients, particularly large international clients, on a broad geographic basis and across a range of services and technologies may also be an important competitive consideration. On the other hand, because an agency’s principal asset is its people and freedom of entry into the industry is almost unlimited, our relationships with clients can be affected by the departure of key personnel and a small agency is, on occasion, able to take all or some portion of a client’s account from a much larger competitor.

•Clients may terminate or reduce their relationships with us on short notice.
Many companies put their advertising and marketing communications business up for competitive review from time to time, and we have won and lost client accounts in the past as a result of such periodic competitions. Our clients may choose to terminate their contracts, or reduce their relationships with us, on a relatively short time frame and for any reason. A relatively small number of clients contribute a significant portion of our revenue. In the aggregate, our top ten clients based on net revenue accounted for approximately 18%20% of net revenue in 2018.2020. A substantial decline in a large client’s advertising and marketing spending, or the loss of a significant part of its business, could have a material adverse effect upon our business and results of operations.
Our ability to attract new clients and to retain existing clients may also, in some cases, be limited by clients’ policies or perceptions about conflicts of interest, or our own exclusivity arrangements with certain clients. These policies can, in some cases, prevent one agency, or even different agencies under our ownership, from performing similar services for competing products or companies.

Our results of operations are highly susceptible to unfavorable economic conditions.
We are exposed to risks associated with weak or uncertain regional or global economic conditions and increased disruption in the financial markets. The global economy continues to be challenging in some markets. Uncertainty about the continued strength of the global economy generally, or economic conditions in certain regions, and a degree of caution on the part of some marketers, can have an effect on the demand for advertising and marketing communication services. Our industry can be affected more severely than other sectors by an economic downturn and can recover more slowly than the economy in general. In the past, some clients have responded to weak economic and financial conditions by reducing their marketing budgets, which include discretionary components that are easier to reduce in the short term than other operating expenses. This pattern may recur in the future. Furthermore, unexpected revenue shortfalls can result in misalignments of costs and revenues, resulting in a negative impact to our operating margins. If our business is significantly adversely affected by unfavorable economic conditions, the negative impact on our revenue could pose a challenge to our operating income and cash generation from operations.

•We may lose or fail to attract and retain key employees and management personnel.
Our employees, including creative, digital, research, media and account specialists, and their skills and relationships with clients, are among our most valuable assets. An important aspect of our competitiveness is our ability to identify and develop the appropriate talent and to attract and retain key employees and management personnel. Our ability to do so is influenced by a variety of factors, including the compensation we award and factors which may be beyond our control. Changes to U.S. or other immigration

9


policies or travel restrictions imposed as a result of public health, political or security concerns that restrain the flow of professional talent may inhibit our ability to staff our offices or projects. In addition, the advertising and marketing services industry is characterized by a high degree of employee mobility and significant use of third-party or temporary workers to staff new, growing or temporary assignments. If we were to fail to attract key personnel or lose them to competitors or clients, or fail to manage our workforce effectively, our business and results of operations could be adversely affected.

•If our clients experience financial distress, or seek to change or delay payment terms, it could negatively affect our own financial position and results.
We have a large and diverse client base, and at any given time, one or more of our clients may experience financial difficulty, file for bankruptcy protection or go out of business. Unfavorable economic and financial conditions, such as those
11

resulting from the COVID-19 pandemic, could result in an increase in client financial difficulties that affect us. The direct impact on us could include reduced revenues and write-offs of accounts receivable and expenditures billable to clients, and if these effects were severe, the indirect impact could include impairments of intangible assets, credit facility covenant violations and reduced liquidity.
Furthermore, in most of our businesses, our agencies enter into commitments to pay production and media costs on behalf of clients. The amounts involved substantially exceed our revenues and primarily affect the level of accounts receivable, expenditures billable to clients, accounts payable and accrued liabilities. To the extent possible, we pay production and media charges only after we have received funds from our clients. However, if clients are unable to pay for commitments that we have entered into on their behalf, or if clients seek to significantly delay or otherwise alter payment terms, there could be an adverse effect on our working capital, which would negatively impact our operating cash flow.

•International business risks could adversely affect our operations.
We are a global business, with agencies locatedoperating in over 110100 countries, including every significant world market. Operations outside the United States represent a significant portion of our net revenues, approximately 40%35% in 2018.2020. These operations are exposed to risks that include local legislation, currency variation, exchange control restrictions, local labor and employment laws that hinder workforce flexibility, large-scale local or regional public health crises, and other difficult social, political or economic conditions. We also must comply with applicable U.S., local and other international anti-corruption laws, including the FCPA and the U.K. Anti-Bribery Act (2010), which can be comprehensive, complex and stringent, in all jurisdictions where we operate, certain of which present heightened compliance challenges. Export controls and economic sanctions, such as those maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury, can impose limitations on our ability to operate in certain geographic regions or to seek or service certain potential clients. These restrictions can place us at a competitive disadvantage with respect to those competitors who may not be subject to comparable restrictions. Failure to comply or to implement business practices that sufficiently prevent corruption or violation of sanctions laws could result in significant remediation expense and expose us to significant civil and criminal penalties and reputational harm.
Given our substantial operations in the United Kingdom and Continental Europe, we face continued uncertainty surrounding the formimplementation and consequences of the implementation of the U.K.’s June 2016 referendum in which voters approved the United Kingdom’s exit from the European Union, commonly referred to as “Brexit.” ItUnder the withdrawal agreement negotiated between the U.K. and the E.U., the U.K. as of January 31, 2020, is no longer a member of the European Union. In December 2020 the U.K. and the E.U. reached agreement on the new rules that govern the relationship between them as of January 1, 2021. As the parties implement and adjust to their new relationship, it is possible that Brexit and changes resulting from Brexit particularly in the event the U.K. and the European Union fail to come to an agreement on the terms of the U.K. exit, will cause increased regulatory and legal complexities, large exchange rate fluctuations and negative economic impacts. These impacts and any increased restrictions on the free movement of labor, capital, goods and services between the United Kingdom and the remaining members of the European Union, could create uncertainty surrounding our business, including our relationships with existing and future clients, suppliers and employees, and have an adverse effect on our business, financial results and operations.
In addition, in developing countries or regions, we may face further risks, such as slower receipt of payments, nationalization, social and economic instability, currency repatriation restrictions and undeveloped or inconsistently enforced commercial laws. These risks may limit our ability to grow our business and effectively manage our operations in those countries.
In addition, because a significant portion of our business is denominated in currencies other than the U.S. Dollar, such as the Australian Dollar, Brazilian Real, British Pound Sterling, Canadian Dollar, Chinese Yuan Renminbi, Euro and Indian Rupee, fluctuations in exchange rates between the U.S. Dollar and such currencies, including the persistent strength of the U.S. Dollar in recent periods, may adversely affect our financial results. In particular, Brexit has caused, and may continue to cause, significant volatility in currency exchange rates, especially between the U.S. Dollar and the British Pound Sterling.

•We are subject to industry regulations and other legal or reputational risks that could restrict our activities or negatively impact our performance or financial condition.
Our industry is subject to government regulation and other governmental action, both domestic and foreign. Advertisers and consumer groups may challenge advertising through legislation, regulation, judicial actions or otherwise, for example on the grounds that the advertising is false and deceptive or injurious to public welfare. Our business is also subject to specific rules, prohibitions, media restrictions, labeling disclosures and warning requirements applicable to advertising for certain products.

10


Existing and proposed laws and regulations, in particular in the European Union and the United States, concerning user privacy, use of personal information and on-line tracking technologies could affect the efficacy and profitability of internet-based, digital and targeted marketing. We are also subject to laws and regulations that govern whether and how we can transfer, process or receive certain data that we use in our operations. The European Union, for example, has recently tightened its rules on the transferability of data to the United States. Collection, processing, and storage of biometric identifiers has come under increasing regulation and is the subject of class action litigation. The costs of compliance with these laws and regulations may increase in the future as a result of the implementation of new laws or regulations, such as the GDPR and the CCPA, or changes in interpretations of current ones, such as the interpretation of existing consumer protection laws as imposing restrictions on the online collection, storage and use of personal data. Any failure on our part to comply with these legal requirements, or their application in an unanticipated manner, could harm our business and result in penalties or significant legal liability.
12

The imposition of restrictions on certain technologies by private market participants in response to privacy concerns could also have a negative impact on our digital business. If we are unable to transfer data between countries and regions in which we operate, or if we are prohibited from sharing data among our products and services, it could affect the manner in which we provide our services or adversely affect our financial results. Any failure on our part to comply with these legal requirements, or their application in an unanticipated manner, could harm our business and result in penalties or significant legal liability.
Legislators, agencies and other governmental units may also continue to initiate proposals to ban the advertising of specific products, such as alcohol, tobacco or tobacco,marijuana products, and to impose taxes on or deny deductions for advertising, which, if successful, may hinder our ability to accomplish our clients’ goals and have an adverse effect on advertising expenditures and, consequently, on our revenues. Governmental action, including judicial rulings, on the relative responsibilities of clients and their marketing agencies for the content of their marketing can also impact our operations. Furthermore, we could suffer reputational risk as a result of governmental or legal action or from undertaking work that may be challenged by consumer groups or considered controversial.

•We rely extensively on information technology systems and could face cybersecurity risks.
We rely extensively and increasingly on information technologies and infrastructure to manage our business, including digital storage of marketing strategies and client information, develop new business opportunities and digital products, and process business transactions. Our business operations depend on the secure processing, storage, and transmission of confidential and sensitive information over the internet and through interconnected systems. The incidence of malicious technology-related events, such as cyberattacks, computer hacking, computer viruses, worms or other destructive or disruptive software, phishing attacks and other attempts to gain access to confidential or personal data, denial of service attacks or other malicious activities is on the rise worldwide and highlights the need for continual and effective cybersecurity awareness and education. We are increasingly the target of hackers, denial of service attacks, malicious code, and other threat actors, which can result in the unauthorized access, misuse, loss, or destruction of data (including confidential and sensitive data), unavailability of services, or other adverse events.
Our business, which increasingly involves the collection, use and transmission of customer data, may make us and our agencies attractive targets for malicious third-party attempts to access this data. Power outages, equipment failure, natural disasters (including extreme weather), terrorist activities or human error may also affect our systems and result in disruption of our services or loss or improper disclosure of personal data, business information, including intellectual property, or other confidential information. We utilize in-house and third parties, including third-party “cloud” computing services, to perform key operational functions, including the storage, transfer or processing of data. System failures or network disruptions or breaches in the systems of such in-house or third parties could adversely affect our reputation or business. We maintain, and we require our third-party service providers to maintain, security controls designed to ensure the confidentiality, integrity, and availability of our systems and the confidential and sensitive information we maintain and process. Despite our best efforts, however, the threat landscape is constantly evolving. A cybersecurity incident or data breach affecting the confidentiality, integrity, or availability of the information we process, our data systems, or those operated on our behalf by third-party service providers could adversely affect our ability to manage our risk exposure and could significantly harm our business. We operate in many respects on a decentralized basis, with a large number of agencies and legal entities, and the resulting size, diversity and disparity of our technology systems and complications in implementing standardized technologies and procedures could increase our potential vulnerability to such breakdowns, malicious intrusions or attacks.
Data privacy or cybersecurity breaches, as well as improper use of social media, by employees and others may pose a risk that sensitive data, such as personally identifiable information, strategic plans and trade secrets, could be exposed to third parties or to the general public. Any such breaches or breakdowns could expose us to legal liability, be expensive to remedy, result in a loss of our or our clients’ or vendors’ proprietary information and damage our reputation. Efforts to develop, implement and maintain security measures are costly, may not be successful in preventing these events from occurring and require ongoing monitoring and updating as technologies and cyberattack techniques change frequently, or are not recognized until successful and efforts to overcome security measures become more sophisticated. We operate worldwide, and the legal rules governing data transfers are often complex, conflicting, unclear or ever-changing. Increased privacy and cybersecurity requirements may increase our operating costs and negatively impact our business.
•We face risks associated with our acquisitions and other investments.
We regularly undertake acquisitions and other investments that we believe will enhance our service offerings to our clients. On October 1, 2018, we completed theclients, such as our acquisition of Acxiom for approximately $2.3 billion, including customary closing adjustments.in 2018. These transactions can involve significant challenges and risks, including that the transaction does not advance our business strategy or fails to produce a satisfactory return on our investment. While our evaluation of any potential acquisition includesOur customary business, legal and financial due diligence with the goal of identifying and evaluating the material risks involved we may be unsuccessful in ascertaining or evaluating all such risks. Though we typically structure our acquisitions to provide for future contingent purchase payments that are based on the future performance of the acquired entity, our forecasts of the investment’s future performance also factor into the initial consideration. When actual financial results differ, our returns on the investment could be adversely affected.
13

We may also experience difficulty integrating new employees, businesses, assets or systems into our organization, including with respect to our internal policies and required controls. We may face reputational and legal risks in situations where we have a significant minority investment but limited control over the investment's operations. Furthermore, it may take longer than anticipated to realize the expected benefits from these transactions, or those benefits may ultimately be smaller than anticipated or may not be realized at all. Talent is among our most valuable assets, and we also may not realize the intended benefits of a transaction if we fail to retain targeted personnel. Acquisition and integration activity may also divert management’s attention and other corporate resources from other business needs. If we fail to realize the intended advantages of any given investment or acquisition, or if we do not identify or correctly measure the associated risks and liabilities, our results of operations and financial position could be adversely affected.

We rely extensively on information technology systems and could face cybersecurity risks.
We rely extensively and increasingly on information technologies and infrastructure to manage our business, including digital storage•The costs of marketing strategies and client information, develop new business opportunities and digital products, and process business transactions. The incidence of malicious technology-related events, such as cyberattacks, computer hacking, computer viruses, wormscompliance with sustainability or other destructiveenvironmental, social responsibility or disruptive software, phishing attacksgovernance (ESG) laws, regulations or policies, including investor and other attempts to gain access to confidential or personal data, denial of service attacks or other malicious activities is on the rise worldwideclient-driven policies and highlights the need for continual and effective cybersecurity awareness and education. Our business, which increasingly involves the collection, use and transmission of customer data, may make us and our agencies attractive targets for malicious third-party attempts to access this data. Power outages, equipment failure, natural disasters (including extreme weather), terrorist activities or human error may also affect our systems and result in disruption of our services or loss or improper disclosure of personal data, business information, including intellectual property, or other confidential information. We operate in many respects on a decentralized basis, with a large number of agencies and legal entities, and the resulting size, diversity and disparity of our technology systems and complications in implementing standardized technologies and procedures could increase our potential vulnerability to such breakdowns, malicious intrusions or attacks.

11


Likewise, data privacy breaches, as well as improper use of social media, by employees and others may pose a risk that sensitive data, such as personally identifiable information, strategic plans and trade secrets, could be exposed to third parties or to the general public. We operate worldwide, and the legal rules governing data transfers are often complex, conflicting, unclear or ever-changing. We also utilize third parties, including third-party “cloud” computing services, to store, transfer or process data, and system failures or network disruptions or breaches in the systems of such third partiesstandards, could adversely affect our reputationbusiness.
As a non–location–specific, non–manufacturing service business we have to date been sheltered from or business.able to mitigate many direct impacts from climate change and related laws and regulations. We are, however, increasingly impacted by the effects of climate change and laws and regulations related to other sustainability concerns, and, we could incur related costs indirectly through our clients or investors. Increasingly our clients request that we comply with their own social responsibility, sustainability or other business policies or standards, which may be more restrictive than current laws and regulations, before they commence, or continue, doing business with us, and ESG issues are increasingly a focus of the investor community. For example, some clients and investors are requesting that we commit to a net-zero carbon emissions goal and timeframe. Our compliance with these policies and related certification requirements could be costly, and our failure to comply could adversely affect our business relationships or reputation. If large shareholders were to reduce their ownership stakes in our Company as a result of dissatisfaction with our policies or efforts in this area, there could be negative impact on our stock price, and we could also suffer reputational harm. Further, if clients’ costs are adversely affected by climate change or related laws and regulations, this could negatively impact their spending on our advertising and marketing services. We could also face increased prices from our own suppliers that face climate change-related costs and seek to pass on their increased costs to their customers.
Any such breachesRisks Related to Our Financial Condition and Results
•Our financial condition could be adversely affected if our available liquidity is insufficient.
Agency operating cash flows have a significant impact on our liquidity, and we maintain a commercial paper program, a committed corporate credit facility and uncommitted lines of credit to increase flexibility in support of our operating needs. If any of these sources were unavailable or breakdownsinsufficient, our liquidity and ability to adequately fund our operations could exposebe adversely affected. Furthermore, if our business or financial needs lead us to legal liability,seek new or additional sources of liquidity, including in the capital markets, there can be expensiveno guarantee that we would be able to remedy,access any new sources of liquidity on commercially reasonable terms or at all.
Under our commercial paper program, we are authorized to issue short-term debt up to an aggregate amount outstanding at any time of $1.5 billion, which we use for working capital and general corporate purposes. Borrowings under the commercial paper program are supported by our $1.5 billion committed corporate credit facility (the “Credit Agreement”). If credit under the Credit Agreement or our ability to access the commercial paper market were unavailable or insufficient, our liquidity could be adversely affected.
The Credit Agreement contains a leverage ratio and other, non-financial, covenants, and events like a material economic downturn could adversely affect our ability to comply with them. For example, compliance with the financial covenant would be more difficult to achieve if we were to experience increased indebtedness or substantially lower revenues, including as a result of economic downturns, client losses or a substantial increase in client defaults. If we were unable to comply with any of the covenants contained in the Credit Agreement, we could be required to seek an amendment or waiver from our lenders, and our costs under these agreements could increase. If we were unable to obtain a necessary amendment or waiver, the Credit Agreement could be terminated, any outstanding amounts could be subject to acceleration, and we could lose access to certain uncommitted financing arrangements and commercial paper.
For further discussion of our liquidity profile and outlook, see Liquidity and Capital Resources in Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations.
•In connection with the Acxiom acquisition, we incurred a substantial amount of additional debt.
On October 1, 2018, we completed the acquisition of Acxiom for approximately $2.3 billion, including customary closing adjustments. The indebtedness we incurred to fund the Acxiom acquisition significantly increased our outstanding debt levels and will require us to dedicate a substantial portion of our cash flow to servicing this debt. As of December 31, 2020, we had an aggregate principal amount of $750.0 million of senior notes set to mature within two years. If we are unable to generate sufficient funds to meet our obligations under our credit facilities or the debt securities we issued in connection with the
14

acquisition, we may be required to refinance, restructure or otherwise amend some or all of our obligations, sell assets or raise additional cash through the sale of our common stock or convertible securities, and there could be a negative impact on our credit ratings. We cannot assure you that we would be able to obtain refinancing on terms as favorable as our current financing or that any restructuring, sales of assets or issuances of equity can be accomplished or, if accomplished, would raise sufficient funds to meet our obligations. If we were to raise additional funds through the issuance of equity or convertible securities, that issuance could also result in a losssubstantial dilution to existing stockholders.
•Downgrades of our credit ratings could adversely affect us.
Because ratings are an important factor influencing our ability to access capital and the terms of any new indebtedness, including covenants and interest rates, we could be adversely affected if our credit ratings were downgraded or if they were significantly weaker than those of our competitors. Our access to the commercial paper market is contingent on our maintenance of sufficient short-term debt ratings, and any downgrades to those ratings could increase our borrowing costs and reduce the market capacity for, or our clients’ or vendors’ proprietary informationability to issue, commercial paper. Our clients and damagevendors may also consider our reputation. Effortscredit profile when negotiating contract terms, and if they were to develop, implement and maintain security measures are costly, may not be successful in preventing these events from occurring and require ongoing monitoring and updating as technologies change and efforts to overcome security measures become more sophisticated.the terms on which they deal with us, it could have an adverse effect on our liquidity.

•Our earnings would be adversely affected if we were required to recognize asset impairment charges or increase our deferred tax valuation allowances.
We evaluate all of our long-lived assets (including goodwill, other intangible assets, fixed assets and fixedoperating lease right-of-use assets), investments and deferred tax assets for possible impairment or realizability annually or whenever there is an indication that they are impaired or not realizable. If certain criteria are met, we are required to record an impairment charge or valuation allowance.
As of December 31, 2018,2020, we havehad substantial amounts of long-lived assets, deferred tax assets and investments on our Consolidated Balance Sheet, including approximately $4.9 billion of goodwill. Future events, including our financial performance, market valuation of us or market multiples of comparable companies, loss of a significant client’s business or strategic decisions, could cause us to conclude that impairment indicators exist and that the asset values associated with long-lived assets, deferred tax assets and investments may have become impaired. Any significant impairment loss would have an adverse impact on our reported earnings in the period in which the charge is recognized. For further discussion of goodwill and other intangible assets, as well as our sensitivity analysis of our valuation of these assets, see Critical Accounting Estimates in Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations.

•Our financial results are exposed to exchange rate risk.
Because a significant portion of our business is denominated in currencies other than the U.S. Dollar, such as the Argentine Peso, Brazilian Real, Indian Rupee, Mexican Peso and South African Rand, fluctuations in exchange rates between the U.S. Dollar and such currencies, including the persistent strength of the U.S. Dollar in recent periods, may adversely affect our financial results.
•We may not be able to meet our performance targets and milestones.
From time to time, we communicate to the public certain targets and milestones for our financial and operating performance that are intended to provide metrics against which to evaluate our performance. They should not be understood as predictions or guidance about our expected performance. Our ability to meet any target or milestone is subject to inherent risks and uncertainties, and we caution investors against placing undue reliance on them. See Statement Regarding Forward-Looking Disclosure.


Our financial condition could be adversely affected if our available liquidity is insufficient.
We maintain a $1.5 billion committed corporate credit facility (the “Credit Agreement”) to increase our financial flexibility. We also maintain a commercial paper program under which we are authorized to issue short-term debt up to an aggregate amount outstanding at any time of $1.5 billion, which we use for working capital and general corporate purposes. Borrowings under the commercial paper program are supported by the Credit Agreement. If credit under the Credit Agreement or our ability to access the commercial paper market were unavailable or insufficient, our liquidity could be adversely affected.
The Credit Agreement and the $500 million term loan we entered into to provide financing for the Acxiom acquisition (the “Term Loan”) each contain financial covenants, and events like a material economic downturn could adversely affect our ability to comply with them. For example, compliance with the financial covenants would be more difficult to achieve if we were to experience substantially lower revenues, a substantial increase in client defaults or sizable asset impairment charges. If we were unable to comply with any of the financial covenants contained in the Credit Agreement and the Term Loan, we could be required to seek an amendment or waiver from our lenders, and our costs under these agreements could increase. If we were unable to obtain a necessary amendment or waiver, the Credit Agreement and the Term Loan could be terminated, and any outstanding amounts could be subject to acceleration.
Furthermore, if our business or financial needs lead us to seek new or additional sources of liquidity, there can be no guarantee that we would be able to access any new sources of liquidity on commercially reasonable terms or at all. For further discussion of our liquidity profile and outlook, see Liquidity and Capital Resources in Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations.

In connection with the Acxiom acquisition, we incurred a substantial amount of additional debt.
On October 1, 2018, we completed the acquisition of Acxiom for approximately $2.3 billion, including customary closing adjustments. The indebtedness we incurred to fund the Acxiom Acquisition significantly increased our outstanding debt levels and will require us to dedicate a substantial portion of our cash flow to servicing this debt. As of December 31, 2018, $1.4 billion of


12
15

Table of Contents

this new indebtedness matures within three years. If we are unable to generate sufficient funds to meet our obligations under our credit facilities or the debt securities we issued in connection with the acquisition, we may be required to refinance, restructure or otherwise amend some or all of our obligations, sell assets or raise additional cash through the sale of our common stock or convertible securities. We cannot assure you that we would be able to obtain refinancing on terms as favorable as our current financing or that any restructuring, sales of assets or issuances of equity can be accomplished or, if accomplished, would raise sufficient funds to meet our obligations. If we were to raise additional funds through the issuance of equity or convertible securities, that issuance could also result in substantial dilution to existing stockholders.

Downgrades of our credit ratings could adversely affect us.
Because ratings are an important factor influencing our ability to access capital and the terms of any new indebtedness, including covenants and interest rates, we could be adversely affected if our credit ratings were downgraded or if they were significantly weaker than those of our competitors. Our access to the commercial paper market is contingent on our maintenance of sufficient short-term debt ratings, and any downgrades to those ratings could reduce the market capacity for, or our ability to issue, commercial paper. Our clients and vendors may also consider our credit profile when negotiating contract terms, and if they were to change the terms on which they deal with us, it could have an adverse effect on our liquidity.

The costs of compliance with sustainability or other social responsibility laws, regulations or policies, including client-driven policies and standards, could adversely affect our business.
Although as a non-manufacturing service business we generally are not directly impacted by current laws and regulations with respect to climate change and other sustainability concerns, we could incur related costs indirectly through our clients. Increasingly our clients request that we comply with their own social responsibility, sustainability or other business policies or standards, which may be more restrictive than current laws and regulations, before they commence, or continue, doing business with us. Our compliance with these policies and related certification requirements could be costly, and our failure to comply could adversely affect our business relationships or reputation. Further, if clients’ costs are adversely affected by climate change or related laws and regulations, this could negatively impact their spending on our advertising and marketing services. We could also face increased prices from our own suppliers that face climate change-related costs and that seek to pass on their increased costs to their customers.


13



Item 1B.Unresolved Staff Comments
None.


Item 2.Properties
Substantially all of our office space is leased from third parties. Certain leases are subject to rent reviews or contain escalation clauses, and certain of our leases require the payment of various operating expenses, which may also be subject to escalation. Physical properties include leasehold improvements, furniture, fixtures and equipment located in our offices. Beginning in the second quarter of 2020 and continuing through the fourth quarter, we took restructuring actions to lower our operating expenses based on our recent experience and learning in the COVID-19 pandemic and a resulting review of our operations. These actions reduced our global real estate footprint by approximately 15% or 1,700,000 square feet. We believe that facilities leased or owned by us are adequate for the purposes for which they are currently used and are well maintained. See Note 153 in Item 8, Financial Statements and Supplementary Data for further information on our lease commitments.commitments and the discussion under “2020 Restructuring Plan” in our Item 7 MD&A for further detail on our 2020 restructuring actions.


Item 3.Legal Proceedings
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 our 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. While any outcome related to litigation or such governmental proceedings in which we are involved cannot be predicted with certainty, we believe 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. See Note 1516 in Item 8, Financial Statements and Supplementary Data for further information relating to our legal matters.


Item 4.Mine Safety Disclosures
Not applicable.



14
16

Table of Contents


PART II


Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Information
Our common stock is listed and traded on the New York Stock Exchange under the symbol “IPG”. As of February 13, 2019,11, 2021, there were approximately 10,000 registeredapproximately 9,000 registered holders of our outstanding common stock.
OnWe announced on February 13, 2019, we announced10, 2021 that our Board of Directors (the "Board") had declared a common stock cash dividend of $0.235$0.27 per share, payable on March 15, 20192021 to holders of record as of the close of business on March 1, 2019.2021. Although it is the Board's current intention to declare and pay future dividends, there can be no assurance that such additional dividends will in fact be declared and paid. Any and the amount of any such declaration is at the discretion of the Board and will depend upon factors such as our earnings, financial position and cash requirements.


Equity Compensation Plans
See Item 12 for information about our equity compensation plans.
Transfer Agent and Registrar for Common Stock
The transfer agent and registrar for our common stock is:
Computershare Shareowner Services LLC
480 Washington Boulevard
29th Floor
Jersey City, New Jersey 07310
Telephone: (877) 363-6398


Sales of Unregistered Securities
Not applicable.


Repurchases of Equity Securities
The following table provides information regarding our purchases of our equity securities during the period from October 1, 20182020 to December 31, 2018.
 
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
October 1 - 313,824
 $23.30
 —
 $338,421,933
November 1 - 301,750
 $23.77
 —
 $338,421,933
December 1 - 31—
 —
 —
 $338,421,933
Total5,574
 $23.45
 —
  
2020.
Total Number of
Shares (or Units)
Purchased		Average Price Paid
per Share (or Unit)		Total Number of
Shares (or Units)
Purchased as Part of
Publicly Announced
Plans or Programs
Maximum Number (or
Approximate Dollar Value)
of Shares (or Units)
that May Yet Be Purchased
Under the Plans or
Programs 1
October 1 - 31— $— — $338,421,933 
November 1 - 30— $— — $338,421,933 
December 1 - 31— $— — $338,421,933 
Total— $— — 
1The total number of shares of our common stock, par value $0.10 per share, repurchased were withheld under the terms of grants under employee stock-based compensation plans to offset tax withholding obligations that occurred upon vesting and release of restricted shares (the "Withheld Shares").
2The average price per share for each of the months in the fiscal quarter and for the three-month period was calculated by dividing the sum in the applicable period of the aggregate value of the tax withholding obligations by the sum of the number of Withheld Shares.
3In February 2017, the Board authorized a share repurchase program to repurchase from time to time up to $300.0 million, excluding fees, of our common stock (the "2017 Share Repurchase Program"). In February 2018, the Board authorized a share repurchase program to repurchase from time to time up to $300.0 million, excluding fees, of our common stock, which was in addition to any amounts remaining under the 2017 Share Repurchase Program. On July 2, 2018, in connection with the announcement of the Acxiom acquisition, we announced that share repurchases will be suspended for a period of time in order to reduce the increased debt levels incurred in conjunction with the acquisition, and no shares were repurchased pursuant to the share repurchase programs in the periods reflected. There are no expiration dates associated with the share repurchase programs.

1In February 2017, the Board authorized a share repurchase program to repurchase from time to time up to $300.0 million, excluding fees, of our common stock (the "2017 Share Repurchase Program"). In February 2018, the Board authorized a share repurchase program to repurchase from time to time up to $300.0 million, excluding fees, of our common stock, which was in addition to any amounts remaining under the 2017 Share Repurchase Program. On July 2, 2018, in connection with the announcement of the Acxiom acquisition, we announced that share repurchases will be suspended for a period of time in order to reduce the increased debt levels incurred in conjunction with the acquisition, and no shares were repurchased pursuant to the share repurchase programs in the periods reflected. There are no expiration dates associated with the share repurchase programs.
15
17

Table of Contents


Item 6.Selected Financial Data
THE INTERPUBLIC GROUP OF COMPANIES, INC. AND SUBSIDIARIES
Selected Financial Data
(Amounts in Millions, Except Per Share Amounts and Ratios)
Years ended December 31,
2018 1
 2017 2016 2015 2014
Statement of Operations Data         
Revenue:         
Net revenue 2,3
$8,031.6
 $7,473.5
 $7,452.3
 N/A
 N/A
Billable expenses 2,3
1,682.8
 1,574.1
 1,603.9
 N/A
 N/A
Total Revenue 2,3
9,714.4
 9,047.6
 9,056.2
 7,613.8
 7,537.1
Operating Expenses:         
Salaries and related expenses 3
5,298.3
 4,990.7
 4,942.2
 4,765.8
 4,723.4
Office and other direct expenses 3
1,355.1
 1,268.8
 1,274.9
 1,682.5
 1,721.0
Billable expenses 2,3
1,682.8
 1,574.1
 1,603.9
 N/A
 N/A
Cost of services 3
8,336.2
 7,833.6
 7,821.0
 6,448.3
 6,444.4
Selling, general and administrative expenses 3
166.5
 118.5
 138.6
 133.8
 141.3
Depreciation and amortization 3
202.9
 157.1
 160.2
 156.9
 163.0
Total operating expenses 2,3
8,705.6
 8,109.2
 8,119.8
 6,739.0
 6,748.7
Operating income 2
1,008.8
 938.4
 936.4
 874.8
 788.4
Provision for income taxes 2,4
199.2
 271.3
 196.9
 282.8
 216.5
Net income 2,5
637.7
 570.4
 629.0
 480.5
 505.4
Net income available to IPG common stockholders 2,5
618.9
 554.4
 605.0
 454.6
 477.1
          
Earnings per share available to IPG common stockholders:         
Basic 2,6
$1.61
 $1.42
 $1.52
 $1.11
 $1.14
Diluted 2,6
$1.59
 $1.40
 $1.48
 $1.09
 $1.12
          
Weighted-average number of common shares outstanding:         
Basic383.3
 389.6
 397.9
 408.1
 419.2
Diluted389.0
 397.3
 408.0
 415.7
 425.4
          
Dividends declared per common share$0.84
 $0.72
 $0.60
 $0.48
 $0.38
          
Other Financial Data         
Net cash provided by operating activities$565.1
 $881.8
 $512.8
 $688.5
 $696.5
          
As of December 31,2018 2017 2016 2015 2014
Balance Sheet Data         
Cash and cash equivalents and marketable securities$673.5
 $791.0
 $1,100.6
 $1,509.7
 $1,667.2
Total assets 2
15,620.3
 12,704.7
 12,511.8
 12,585.1
 12,736.6
Total debt3,734.0
 1,372.5
 1,690.3
 1,745.1
 1,705.5
Total liabilities 2
13,019.6
 10,206.3
 10,168.6
 10,331.4
 10,328.0
Total stockholders’ equity 2
2,432.8
 2,246.3
 2,090.4
 2,001.8
 2,151.2
Years ended December 31,
Statement of Operations Data20202019
2018 1
20172016
Revenue:
Net revenue$8,064.5 $8,625.1 $8,031.6 $7,473.5 $7,452.3 
Billable expenses996.5 1,596.2 1,682.8 1,574.1 1,603.9 
Total Revenue9,061.0 10,221.3 9,714.4 9,047.6 $9,056.2 
Operating Expenses:
Salaries and related expenses5,345.0 5,568.8 5,298.3 4,990.7 4,942.2 
Office and other direct expenses1,367.9 1,564.1 1,355.1 1,269.2 1,274.6 
Billable expenses996.5 1,596.2 1,682.8 1,574.1 1,603.9 
Cost of services7,709.4 8,729.1 8,336.2 7,834.0 7,820.7 
Selling, general and administrative expenses 2
58.8 93.8 166.5 118.5 138.6 
Depreciation and amortization 3
290.6 278.5 202.9 157.1 160.2 
     Restructuring charges 4
413.8 33.9 0.0 (0.4)0.3 
Total operating expenses8,472.6 9,135.3 8,705.6 8,109.2 8,119.8 
Operating income588.4 1,086.0 1,008.8 938.4 936.4 
Provision for income taxes 5
8.0 204.8 199.2 271.3 196.9 
Net income 6
354.2 673.9 637.7 570.4 629.0 
Net income available to IPG common stockholders 6
351.1 656.0 618.9 554.4 605.0 
Earnings per share available to IPG common stockholders:
Basic 7
$0.90 $1.70 $1.61 $1.42 $1.52 
Diluted 7
$0.89 $1.68 $1.59 $1.40 $1.48 
Weighted-average number of common shares outstanding:
Basic389.4 386.1 383.3 389.6 397.9 
Diluted393.2 391.2 389.0 397.3 408.0 
Dividends declared per common share$1.02 $0.94 $0.84 $0.72 $0.60 
Other Financial Data
Net cash provided by operating activities$1,847.2 $1,529.2 $565.1 $881.8 $512.8 
As of December 31,
Balance Sheet Data20202019201820172016
Cash and cash equivalents and marketable securities$2,510.9 $1,192.2 $673.5 $791.0 $1,100.6 
Total assets18,042.7 17,751.9 15,620.3 12,704.7 12,511.8 
Total debt3,466.3 3,326.3 3,734.0 1,372.5 1,690.3 
Total liabilities15,005.7 14,761.6 13,019.6 10,206.3 10,168.6 
Total stockholders’ equity2,943.9 2,825.6 2,432.8 2,246.3 2,090.4 
1
On October 1, 2018, the Company completed its acquisition of Acxiom. See Note 6 in Item 8, Financial Statements and Supplementary Data, for further detail on the acquisition.
2
Effective January 1, 2018, the Company adopted Accounting Standards Codification Topic 606, Revenue from Contracts with Customers, ("ASC 606") using the full retrospective transition method and revised its Consolidated financial statements for the years ended December 31, 2017 and 2016. See Note 1 and 2 in Item 8, Financial Statements and Supplementary Data, for further detail on the ASC 606 adoption.
3The Company has revised the presentation of its Consolidated Statements of Operations, which disaggregates net revenue and billable expenses within total revenue and separately presents cost of services; selling, general and administrative expenses; and depreciation and amortization within operating expenses. The revised presentation does not impact total revenue, total operating expenses or operating income.

1On October 1, 2018, the Company completed its acquisition of Acxiom. See Note 6 in Item 8, Financial Statements and Supplementary Data, for further detail on the acquisition.
2The year ended December 31, 2018 included transaction costs directly related to the acquisition of Acxiom of $35.0.
3The years ended December 31, 2020, 2019, 2018, 2017 and 2016 included amortization of acquired intangibles of $85.9, $86.0, $37.6, $21.1 and $21.9, respectively.
4Starting in the second quarter of 2020 and continuing through the year, the Company took restructuring actions to lower our operating expenses structurally and permanently relative to revenue and to accelerate the transformation of our business. In the first quarter of 2019, the Company implemented a cost initiative to better align our cost structure with our revenue primarily related to specific client losses occurring in 2018. See Note 11 in Item 8, Financial Statements and Supplementary Data, for further detail regarding the restructuring charges.
16
18


4The year ended December 31, 2018 included a benefit of $12.1 from transaction costs directly related to the acquisition of Acxiom, a benefit of $23.4 related to various discrete tax items, and a benefit of $4.8 related to amortization of acquired intangibles. The year ended December 31, 2017 included a benefit of $36.0 related to the net effect of the Tax Cuts and Jobs Act. The year ended December 31, 2016 included a net reversal of valuation allowances of $12.2, a benefit of $23.4 related to the conclusion and settlement of a tax examination of previous years and a benefit of $44.6 related to refunds to be claimed on future amended U.S. federal returns. The year ended December 31, 2014 included a net reversal of valuation allowances of $67.6.
5The years ended December 31, 2018, 2017, 2016 and 2015 included after-tax losses of $ $59.7, $16.7, $39.0 and $47.1, respectively, on sales of businesses. The year ended December 31, 2018 included after-tax transaction costs directly related to the acquisition of Acxiom of $36.5, after-tax amortization of acquired intangibles of $32.8, and the positive impact of various discrete tax items of $23.4. The year ended December 31, 2014 included after-tax losses of $6.6 related to our early extinguishment of debt.
6
Refer to "Earnings Per Share" in Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, for further detail on the basic and diluted earnings per share impacts for the years ended December 31, 2018, 2017, and 2016. Basic and diluted earnings per share for the year ended December 31, 2015 included a negative impact of $0.12 per share from losses on sales of businesses. Basic and diluted earnings per share for the year ended December 31, 2014 included a positive impact of $0.16 per share from the net reversal of valuation allowances on deferred tax assets in Continental Europe. Basic and diluted earnings per share for the year ended December 31, 2014 also included a negative impact of $0.01 and $0.02 per share, respectively, from a loss on early extinguishment of debt, net of tax.


17

5The year ended December 31, 2020 included a net benefit of $122.6 related to the net impact of various discrete tax items, a benefit of $5.0 related to net losses on the sales of businesses, a benefit of $16.9 related to amortization of acquired intangibles, and a benefit of $93.1 related to restructuring charges. The year ended December 31, 2019 included a benefit of $16.9 related to amortization of acquired intangibles, a benefit of $7.6 related to Q1 2019 restructuring charges, a benefit of $0.4 related to net losses on the sale of businesses, and a benefit of $39.2 related to the net impact of various discrete tax items. The year ended December 31, 2018 included a benefit of $12.1 from transaction costs directly related to the acquisition of Acxiom, a benefit of $23.4 related to the net impact of various discrete tax items, and a benefit of $4.8 related to amortization of acquired intangibles. The year ended December 31, 2017 primarily included a benefit of $36.0 related to the net effect of the Tax Cuts and Jobs Act. The year ended December 31, 2016 primarily included a net reversal of valuation allowances of $12.2, a benefit of $23.4 related to the conclusion and settlement of a tax examination of previous years and a benefit of $44.6 related to refunds to be claimed on future amended U.S. federal returns.
6The years ended December 31, 2020, 2019, 2018, 2017 and 2016 included after-tax losses of $62.0, $45.9, $59.7, $16.7 and $39.0, respectively, on sales of businesses. The year ended December 31, 2018 included after-tax transaction costs directly related to the acquisition of Acxiom of $36.5.
7Refer to "Earnings Per Share" in Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, for further detail on the basic and diluted earnings per share impacts for the years ended December 31, 2020, 2019, and 2018. Basic and diluted earnings per share for the year ended December 31, 2017 included negative impacts of $0.05 from the amortization of acquired intangibles, and negative impacts of $0.04 from losses on sales of businesses and the classification of certain assets as held for sale, offset by net positive impacts of $0.09 as a result of the Tax Act. Basic and diluted earnings per share for the year ended December 31, 2016 included a positive impact of $0.20 per share from various discrete tax items, partially offset by a negative impact of $0.10 per share from losses on sales of businesses and the classification of certain assets as held for sale and $0.05 from the amortization of acquired intangibles.



19

Management’s Discussion and Analysis of Financial Condition and Results of Operations
(Amounts in Millions, Except Per Share Amounts)

Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations
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 Consolidated Financial Statements and the accompanying notes included in this report. Our MD&A includes the following sections:
EXECUTIVE SUMMARY provides a discussion about our strategic outlook, factors influencing our business and an overview of our results of operations and liquidity.
RESULTS OF OPERATIONS provides an analysis of the consolidated and segment results of operations for 20182020 compared to 20172019 and 20172019 compared to 2016.2018.
LIQUIDITY AND CAPITAL RESOURCES provides an overview of our cash flows, funding requirements, contractual obligations, financing and sources of funds, and debt credit ratings.
CRITICAL ACCOUNTING ESTIMATES provides a discussion of our accounting policies that require critical judgment, assumptions and estimates.
RECENT ACCOUNTING STANDARDS, by reference to Note 1617 to the Consolidated Financial Statements, provides a discussion of certain accounting standards that have been adopted during 20182020 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 measuresmeasure 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.


EXECUTIVE SUMMARY
Impact of COVID-19
In March 2020, the World Health Organization categorized the novel coronavirus ("COVID-19") as a pandemic, and it continues to spread extensively throughout the United States and the rest of the world. The outbreak of COVID-19 and public and private sector measures to reduce its transmission, such as forced business closures and limits on operations, the imposition of social distancing and orders to work-from-home, stay-at-home and shelter-in-place, have adversely impacted our business and demand for our services. Some businesses have adjusted, reduced or suspended operating activities, which has negatively impacted the markets we serve. We continue to believe that our focus on our strategic strengths, which include talent, our differentiated go-to-market strategy, data management capabilities, and the relevance of our offerings, position us well to navigate a rapidly changing marketplace. The effects of the COVID-19 pandemic have negatively impacted and will likely continue to negatively impact our results of operations, cash flows and financial position; however, the extent of the impact will vary depending on the duration and severity of the economic and operational impacts of COVID-19 as well as the effectiveness of mass vaccination and other public health efforts to mitigate the impact of the pandemic.
We have taken steps to protect the safety of our employees, and to support their working arrangements, with a majority of our worldwide workforce continuing to work from home. We believe we have had significant success in maintaining and continuing to advance the quality of our services notwithstanding extensive changes required by the pandemic. With respect to managing costs, we undertook multiple initiatives, which continue, to align our expenses with changes in revenue. The steps we have taken across our agencies and corporate group include deferred merit increases, freezes on hiring and temporary labor, major cuts in non-essential spending, staff reductions, furloughs in markets where that option is available and salary reductions, including voluntary salary reductions for our senior corporate management team.
Starting in the second quarter of 2020 and continuing through the year, the Company took restructuring actions to lower our operating expenses structurally and permanently relative to revenue and to accelerate the transformation of our business (the “2020 Plan”). Most of these actions are based on our recent experience and learning in the COVID-19 pandemic and a resulting review of our operations, which continues, to address certain operating expenses such as occupancy expense and salaries and related expenses. Notably, we foresee a greater role for work-from-home in a hybrid office-home model to deliver and support our services in a post-COVID world. In addition, we remain committed to and have intensified our efforts around cash flow discipline, including the identification of significant capital expenditures that can be deferred, and working capital management.
We saw the effects of COVID-19 on client spending throughout the year, beginning in March, first in the Asia Pacific region in the first quarter and subsequently in the U.S., Europe and other markets. Growth in our retail and healthcare sector clients was offset by broad-based declines across most other sectors due to economic conditions, though more so in our second
20

Management’s Discussion and Analysis of Financial Condition and Results of Operations - (continued)
(Amounts in Millions, Except Per Share Amounts)
quarter than our third and fourth quarters, with the greatest declines in our experiential and events businesses. We saw continued negative impacts on our fourth-quarter results as clients continue to respond to the current economic conditions by reducing their marketing budgets, which affected the demand for our services. We expect many of these trends will continue in 2021, with prospects for general economic recovery and improved financial performance in the second half of the year depending on the progression of the pandemic and the efficacy and speed of vaccination efforts globally. See Item 1A, Risk Factors, in this Annual Report on Form 10-K.
We have also taken steps to strengthen our financial position during this period of heightened uncertainty, as discussed in more detail under the “Liquidity and Capital Resources” section in this Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations ("MD&A"). On March 30, 2020, we issued $650.0 aggregate principal amount of 4.75% senior unsecured notes due 2030 (the “4.75% Senior Notes”) and on March 27, 2020, we entered into a new $500.0 364-day revolving credit facility. On July 28, 2020, we entered into amendments to our committed corporate credit facility and our new 364-day credit facility to increase our flexibility under the maximum leverage ratio covenant in each facility. We believe these steps will further enhance our financial resources as we navigate the period ahead.
Our Business
We are one of the world’s premier global advertising and marketing services companies. Our companies specialize in consumer advertising, digital marketing, media planning and buying, public relations, and specialized communications disciplines.disciplines and data management. Our agencies create customized marketing programs for clients that range in scale from large global marketers to regional and local clients. Comprehensive global services are critical to effectively serve our multinational and local clients in markets throughout the world as they seek to build brands, increase sales of their products and services, and gain market share.
We operate in a media landscape that continues to evolve at a rapid pace. Media channels continue to fragment, and clients face an increasingly complex consumer environment. To stay ahead of these challenges and to achieve our objectives, we have made and continue to make investments in creative, strategic and strategictechnology talent in areas including fast-growth digital marketing channels, high-growth geographic regions and strategic world markets. We consistently review opportunities within our Company to enhance our operations through acquisitions and strategic alliances and internal programs that encourage intra-company 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.
Our financial goals include competitive organic net revenue growth and operatingexpansion of Adjusted EBITA margin, expansion excluding net interest, other expense, provision for income taxes,as defined and amortizationdiscussed within the Non-GAAP Financial Measure section of acquired intangibles,this MD&A, which we expect will further strengthen our balance sheet and total liquidity and increase value to our shareholders. 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 shareholder value.
Our Financial Information
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

18

Table of Contents

Management’s Discussion and Analysis of Financial Condition and Results of Operations - (continued)
(Amounts in Millions, Except Per Share Amounts)

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 favorably impacted our results during the year ended December 31, 2018 were the Euro and British Pound Sterling. The foreign currencies that most adversely impacted our results during the year ended December 31, 20182020 were the Brazilian Real, Argentine Peso, Mexican Peso, Indian Rupee and Brazilian Real.South African Rand.
21

Management’s Discussion and Analysis of Financial Condition and Results of Operations - (continued)
(Amounts in Millions, Except Per Share Amounts)
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. During the past few years, we have acquired companies that we believe will enhance our offerings and disposed of businesses that are not consistent with our strategic plan.
On October 1, 2018 (the "Closing Date"), pursuant to the terms of the Membership Interest Purchase Agreement, dated as of July 2, 2018, the Company completed the acquisition of Acxiom Holdings, Inc.’s Marketing Solutions business through the acquisition of 100% of the equity interests of Acxiom for $2,327.9, subject to customary closing adjustments (the "Acxiom Acquisition"). The purpose of the acquisition is to combine the Company's media, creative, marketing services and analytics capabilities, global scale and consumer insights, with Acxiom's expertise in identity, data, integrations and data stewardship. See Note 6 in Item 8, Financial Statements and Supplementary Data for further detail on the acquisition.
The metrics that we use to evaluate our financial performance include organic change in net revenue as well as the change in certain operating expenses, and the components thereof, expressed as a percentage of consolidated net revenue. EBITA,revenue, as defined and discussed within the Non-GAAP Financial Measure section of the MD&A, is an additional measure related to profitabilitywell as Adjusted EBITA. These metrics are also used by management.management to assess the financial performance of our reportable segments, Integrated Agency Networks ("IAN") and IPG DXTRA ("DXTRA"). In certain of our discussions, we analyze net revenue by geographic region and by business sector, in which we focus on our top 100500 clients, which typically constitute approximately 55%80% to 60%85% of our annual consolidated net revenues.

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.
19
22



Management’s Discussion and Analysis of Financial Condition and Results of Operations - (continued)
(Amounts in Millions, Except Per Share Amounts)


The following table presents a summary of our financial performance for the years ended December 31, 2018, 20172020, 2019 and 2016.2018.
 Years ended December 31, Change
  2018 vs 2017 2017 vs 2016
Statement of Operations Data2018 2017 2016 % Increase/
(Decrease)		 
% Increase/
(Decrease)
REVENUE:         
Net revenue$8,031.6
 $7,473.5
 $7,452.3
 7.5% 0.3 %
Billable expenses1,682.8
 1,574.1
 1,603.9
 6.9% (1.9)%
Total revenue$9,714.4
 $9,047.6
 $9,056.2
 7.4% (0.1)%
          
OPERATING INCOME 1
$1,008.8
 $938.4
 $936.4
 7.5% 0.2 %
          
EBITA 1, 2
$1,046.4
 $959.5
 $958.3
 9.1% 0.1 %
          
NET INCOME AVAILABLE TO IPG COMMON STOCKHOLDERS$618.9
 $554.4
 $605.0
    
          
Earnings per share available to IPG common stockholders:         
Basic 1
$1.61
 $1.42
 $1.52
    
Diluted 1
$1.59
 $1.40
 $1.48
    
          
Operating Ratios         
Organic change in net revenue5.5% 1.5%      
          
Operating margin on net revenue 1
12.6% 12.6% 12.6%    
Operating margin on total revenue 1
10.4% 10.4% 10.3%    
          
EBITA margin on net revenue 1,2
13.0% 12.8% 12.9%    
          
Expenses as a % of net revenue:         
Salaries and related expenses66.0% 66.8% 66.3%    
Office and other direct expenses16.9% 17.0% 17.1%    
Selling, general and administrative expenses 1
2.1% 1.6% 1.9%    
Depreciation and amortization2.5% 2.1% 2.1%    
Years ended December 31,Change
 2020 vs 20192019 vs 2018
Statement of Operations Data202020192018% Increase/
(Decrease)		% Increase/
(Decrease)
REVENUE:
Net revenue$8,064.5 $8,625.1 $8,031.6 (6.5)%7.4 %
Billable expenses996.5 1,596.2 1,682.8 (37.6)%(5.1)%
Total revenue$9,061.0 $10,221.3 $9,714.4 (11.4)%5.2 %
OPERATING INCOME 1, 2
$588.4 $1,086.0 $1,008.8 (45.8)%7.7 %
Adjusted EBITA 1, 2, 3
$674.3 $1,172.0 $1,046.4 (42.5)%12.0 %
NET INCOME AVAILABLE TO IPG COMMON STOCKHOLDERS$351.1 $656.0 $618.9 
Earnings per share available to IPG common stockholders:
Basic 1, 2
$0.90 $1.70 $1.61 
Diluted 1, 2
$0.89 $1.68 $1.59 
Operating Ratios
Organic change in net revenue(4.8)%3.3 %5.5 %
Operating margin on net revenue 1, 2
7.3 %12.6 %12.6 %
Operating margin on total revenue 1, 2
6.5 %10.6 %10.4 %
Adjusted EBITA margin on net revenue 1, 2, 3
8.4 %13.6 %13.0 %
Expenses as a % of net revenue:
Salaries and related expenses66.3 %64.6 %66.0 %
Office and other direct expenses17.0 %18.1 %16.9 %
Selling, general and administrative expenses 1
0.7 %1.1 %2.1 %
Depreciation and amortization3.6 %3.2 %2.5 %
Restructuring charges 2
5.1 %0.4 %0.0 %
1In 2018, calculations include transaction costs of $35.0 related to the Acxiom Acquisition.
2
EBITA is a financial measure that is not defined by U.S. GAAP. Refer to the Non-GAAP Financial Measure section of this MD&A for additional information and for a reconciliation to U.S. GAAP measures.
1In 2018, results include transaction costs of $35.0 related to the Acxiom acquisition.
2In 2020, results include restructuring charges of $413.8. In 2019, results include restructuring charges of $33.9. See "Restructuring Charges" in MD&A and Note 11 of Item 8, Financial Statements and Supplementary Data for further information.
3Adjusted EBITA is a financial measure that is not defined by U.S. GAAP. Adjusted EBITA is calculated as net income available to IPG common stockholder before provision for incomes taxes, total (expenses) and other income, equity in net income (loss) of unconsolidated affiliates, net income attributable to noncontrolling 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.
Our organic net revenue increasedecrease of 5.5%4.8% for the year ended December 31, 20182020 was drivenprimarily due to the impact of the COVID-19 pandemic on advertising, marketing and media spending in the auto and transportation, technology and telecom, consumer goods and financial services sectors, partially offset by growth throughout all geographic regions, and attributable to a combination of net client wins and net higher spending from existing clients in the healthcare and retail sectors. During the year ended December 31, 2020, our Adjusted EBITA margin on net revenue decreased to 8.4% from 13.6% in the prior-year period. The decrease was primarily due to restructuring charges taken to lower our leased real estate, a result of the increased role in our operations of work from home arrangements for our workforce, in response to the global health crisis, discussed in the "Results of Operations" section.
Our organic net revenue increase of 3.3% for the year ended December 31, 2019 was driven by growth across nearly all geographic regions, attributable to a combination of net higher spending from existing clients and net client wins, most notably in the financial services, healthcare, sector,retail and technology and telecom sectors, partially offset by decreasesa decrease in the foodauto and beveragetransportation sector. During the year ended December 31, 2018,2019, our operatingAdjusted EBITA margin on net revenue remained flat comparedgrew to the prior-year period and included $35.0 of transaction costs and $16.7 of amortization of acquired intangibles related to the Acxiom Acquisition.
Our restated organic net revenue increase of 1.5% for the year ended December 31, 2017, was driven by growth throughout nearly all geographic regions, primarily attributable to a combination of net client wins and net higher spending from existing clients, most notably in the healthcare and auto and transportation sectors, partially offset by decreases in the financial and technology and telecom sectors. During the year ended December 31, 2017, our operating margin on net revenue remained flat compared to the prior-year period as a result of the adoption of Accounting Standards Codification Topic 606, Revenue from Contracts with Customers, ("ASC 606"). See Note 1 and 2 in Item 8, Financial Statements and Supplementary Data, for further detail on the ASC 606 adoption.



13.6%
20
23

Table of Contents


Management’s Discussion and Analysis of Financial Condition and Results of Operations - (continued)
(Amounts in Millions, Except Per Share Amounts)

from 13.0% in the prior-year period as the increase in net revenue outpaced the overall increase in our operating expense, excluding billable expenses and amortization of acquired intangibles.

RESULTS OF OPERATIONS
Consolidated Results of Operations
Net Revenue
Our net revenue 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 net revenue is typically lowest in the first quarter and highest in the fourth quarter, reflecting the seasonal spending of our clients.
Year ended December 31, 2017 Components of Change Year ended December 31, 2018 Change Year ended December 31, 2019Components of ChangeYear ended December 31, 2020Change
Foreign
Currency
 
Net
Acquisitions/
(Divestitures)
 Organic Organic Total Foreign
Currency		Net
Acquisitions/
(Divestitures)		OrganicOrganicTotal
Consolidated$7,473.5
 $15.9
 $128.2
 $414.0
 $8,031.6
 5.5% 7.5 %Consolidated$8,625.1 $(68.5)$(79.1)$(413.0)$8,064.5 (4.8)%(6.5)%
Domestic4,458.8
 0.0
 139.9
 226.3
 4,825.0
 5.1% 8.2 %Domestic5,386.1 0.0 (20.9)(153.8)5,211.4 (2.9)%(3.2)%
International3,014.7
 15.9
 (11.7) 187.7
 3,206.6
 6.2% 6.4 %International3,239.0 (68.5)(58.2)(259.2)2,853.1 (8.0)%(11.9)%
United Kingdom613.1
 24.1
 15.3
 59.2
 711.7
 9.7% 16.1 %United Kingdom727.0 2.4 1.7 (66.8)664.3 (9.2)%(8.6)%
Continental Europe687.8
 27.8
 (14.7) 36.6
 737.5
 5.3% 7.2 %Continental Europe742.4 5.9 (31.9)(32.8)683.6 (4.4)%(7.9)%
Asia Pacific866.9
 (2.0) (2.0) 33.9
 896.8
 3.9% 3.4 %Asia Pacific858.3 (7.9)(23.4)(116.5)710.5 (13.6)%(17.2)%
Latin America350.8
 (35.6) (6.1) 41.0
 350.1
 11.7% (0.2)%Latin America389.9 (63.8)(4.1)1.4 323.4 0.4 %(17.1)%
Other496.1
 1.6
 (4.2) 17.0
 510.5
 3.4% 2.9 %Other521.4 (5.1)(0.5)(44.5)471.3 (8.5)%(9.6)%
The organic increasedecrease in our domestic market was drivenprimarily due to the impact of the pandemic on the economy at our sports and experiential marketing businesses, primarily due to sports and other event cancellations, and on our discretionary digital project-based offerings. The decreases were partially offset by growth across all disciplines, most notably at our advertising and media businesses. In our international markets, the organic increasedecrease was primarily driven by growth across all geographic regions and nearly all disciplines, primarily at our media and advertising businesses and our digital specialist agencies, including strong performancethe revenue declines at our advertising and sports and experiential marketing businesses and public relations agencies, primarily in the Asia Pacific and United Kingdom andregions as well as the revenue declines at our media businesses, primarily in the Continental Europe Latin America and United KingdomAsia Pacific regions. Consolidated net acquisitions includes $181.7 net revenue from Acxiom, which we acquired on October 1, 2018.
Year ended December 31, 2016 Components of Change Year ended December 31, 2017 Change Year ended December 31, 2018Components of ChangeYear ended December 31, 2019Change
Foreign
Currency
 
Net
Acquisitions/
(Divestitures)
 Organic Organic Total Foreign
Currency		Net
Acquisitions/
(Divestitures)		OrganicOrganicTotal
Consolidated$7,452.3
 $0.8
 $(94.5) $114.9
 $7,473.5
 1.5 % 0.3 %Consolidated$8,031.6 $(143.1)$467.8 $268.8 $8,625.1 3.3 %7.4 %
Domestic4,443.2
 0.0
 (67.1) 82.7
 4,458.8
 1.9 % 0.4 %Domestic4,825.0 0.0 469.9 91.2 5,386.1 1.9 %11.6 %
International3,009.1
 0.8
 (27.4) 32.2
 3,014.7
 1.1 % 0.2 %International3,206.6 (143.1)(2.1)177.6 3,239.0 5.5 %1.0 %
United Kingdom604.3
 (31.6) 13.9
 26.5
 613.1
 4.4 % 1.5 %United Kingdom711.7 (32.0)20.8 26.5 727.0 3.7 %2.1 %
Continental Europe682.0
 9.2
 (18.0) 14.6
 687.8
 2.1 % 0.9 %Continental Europe737.5 (40.6)(8.4)53.9 742.4 7.3 %0.7 %
Asia Pacific887.7
 2.9
 1.7
 (25.4) 866.9
 (2.9)% (2.3)%Asia Pacific896.8 (26.2)(9.9)(2.4)858.3 (0.3)%(4.3)%
Latin America367.8
 14.3
 (27.6) (3.7) 350.8
 (1.0)% (4.6)%Latin America350.1 (34.4)(2.1)76.3 389.9 21.8 %11.4 %
Other467.3
 6.0
 2.6
 20.2
 496.1
 4.3 % 6.2 %Other510.5 (9.9)(2.5)23.3 521.4 4.6 %2.1 %
The organic increase in our domestic market was mainlyprimarily driven by strong growth at our advertising and media and advertising businesses partially offset by weakness inas well as our public relations and digital specialist agencies.data management business. In our international markets, the organic revenue increase was primarily driven by growthstrong performance at our media businesses and public relations agencies across nearlythroughout all regions and our advertising businesses ingeographic regions. In addition, the United Kingdom, partially offsetorganic increase was also driven by decreasesgrowth at our advertising businesses in the Asia Pacific and Latin America regions andour public relations agencies as well as at our digital specialist agencies in Latin America. Consolidated net acquisitions primarily includes net revenue during the United Kingdom.first nine months ended September 30, 2019 from Acxiom, which we acquired on October 1, 2018, partially offset by divestitures, mostly in our domestic market, Asia Pacific and Continental Europe regions.
Refer to the segment discussion later in this MD&A for information on changes in revenue by segment.



21
24



Management’s Discussion and Analysis of Financial Condition and Results of Operations - (continued)
(Amounts in Millions, Except Per Share Amounts)

Salaries and Related Expenses
Years ended December 31,Change
2020 vs 20192019 vs 2018
 202020192018% Increase/ (Decrease)% Increase/ (Decrease)
Salaries and related expenses$5,345.0 $5,568.8 $5,298.3 (4.0)%5.1 %
As a % of net revenue:
Salaries and related expenses66.3 %64.6 %66.0 %
Base salaries, benefits and tax55.9 %54.5 %54.9 %
Incentive expense3.8 %4.0 %4.4 %
Severance expense1.5 %0.6 %0.9 %
Temporary help3.8 %4.1 %4.2 %
All other salaries and related expenses1.3 %1.4 %1.6 %
 Years ended December 31, Change
  2018 vs 2017 2017 vs 2016
 2018 2017 2016 % Increase/ (Decrease) % Increase/ (Decrease)
Salaries and related expenses$5,298.3
 $4,990.7
 $4,942.2
 6.2% 1.0%
          
As a % of net revenue:         
Salaries and related expenses66.0% 66.8% 66.3%    
Base salaries, benefits and tax54.9% 56.1% 54.6%    
Incentive expense3.7% 3.3% 3.9%    
Severance expense0.9% 1.0% 0.9%    
Temporary help4.2% 3.9% 3.8%    
All other salaries and related expenses2.3% 2.5% 3.1%    
Salaries and related expenses decreased by 4.0% compared to our net revenue decline of 6.5% during the year ended December 31, 2020 as compared to the prior-year period. The decrease was primarily driven by reductions in base salaries, benefits and tax and lower incentive and temporary help expenses in response to the decline in net revenue, which was primarily due to the impact of the COVID-19 pandemic on economic conditions. The overall decreases were partially offset by increased severance expense.
Net revenue growth of 7.5%7.4% outpaced the increase in salaries and related expenses of 6.2% in 20185.1% during the year ended December 31, 2019 as compared to the prior-year period, primarily driven by leverage indue to base salaries, benefits and tax, partially offset by higher incentive expenseand temporary help expenses increasing at rates less than net revenue growth. The improved ratio was also attributable to the inclusion of Acxiom, for the full year in 2019, which has a lower ratio of salaries and related expenses as a percentage of its net revenue as well as a result of improved financial performancecarefully managing our employee costs.

Office and higher temporary helpOther Direct Expenses
Years ended December 31,Change
 2020 vs 20192019 vs 2018
 202020192018% Increase/ (Decrease)% Increase/ (Decrease)
Office and other direct expenses$1,367.9 $1,564.1 $1,355.1 (12.5)%15.4 %
As a % of net revenue:
Office and other direct expenses17.0 %18.1 %16.9 %
Occupancy expense6.2 %6.3 %6.5 %
All other office and other direct expenses 1
10.8 %11.8 %10.4 %
1Includes production expenses, travel and entertainment, professional fees, spending to support new business growth.activity, telecommunications, office supplies, bad debt expense, adjustments to contingent acquisition obligations, foreign currency losses (gains) and other expenses.
Office and other direct expenses decreased by 12.5% compared to our net revenue decrease of 6.5% during the year ended December 31, 2020 as compared to the prior-year period. The Acxiom Acquisition did not have a significant impact on the ratios presented above.decrease in office and other direct expenses was mainly due to decreases in travel and entertainment expenses and new business and promotion expenses as well as lower occupancy expense and professional consulting fees, partially offset by an increase in bad debt expense.
SalariesOffice and relatedother direct expenses increased by 1.0%15.4% compared to net revenue growth of 0.3% in 20177.4% during the year ended December 31, 2019 as compared to 2016, primarily driven by deleveraging in base salaries, benefits and tax, partially offset by lower incentive expense and a decrease in acquisition-related contractual compensation, which is classified within all other salaries and related expenses in the table above.

Office and Other Direct Expenses
 Years ended December 31, Change
  2018 vs 2017 2017 vs 2016
 2018 2017 2016 % Increase/ (Decrease) % Increase/ (Decrease)
Office and other direct expenses$1,355.1
 $1,268.8
 $1,274.9
 6.8% (0.5)%
          
As a % of net revenue:         
Office and other direct expenses16.9% 17.0% 17.1%    
Occupancy expense6.5% 6.8% 6.6%    
All other office and other direct expenses 1
10.4% 10.2% 10.5%    
1Includes 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) and other expenses.
Net revenue growth of 7.5% outpaced theprior-year period. The increase in office and other direct expenses of 6.8% in 2018 as comparedwas mainly due to the prior-year period, primarily driven by leverageinclusion of Acxiom, for the full year in occupancy expense, partially offset by an increase in client service costs from Acxiom and year-over-year change in contingent acquisition obligations.
Net revenue growth2019, which has a higher ratio of 0.3% outpaced the decrease in office and other direct expenses as a percentage of 0.5% in 2017 as compared to 2016,its net revenue, primarily driven by leverage inclient service costs and professional fees. Additionally, contributing to the increase was a year-over-year change in contingent acquisition obligations, partially offset by higherleverage on occupancy costs.expense.


Selling, General and Administrative Expenses
Selling, general and administrative expenses ("SG&A") are primarily the unallocated expenses of our Corporate and other group, as detailed further in the segment discussion later in this MD&A, excluding depreciation and amortization. SG&A as a percentage of net revenue increased to 2.1% in 2018 from 1.6% in the prior-year period, primarily as a result of transaction costs related to the Acxiom Acquisition and higher incentive expense. SG&A as a percentage of net revenue decreased to 1.6% in 2017 from 1.9% in 2016, primarily as a result of lower incentive expense.

22
25



Management’s Discussion and Analysis of Financial Condition and Results of Operations - (continued)
(Amounts in Millions, Except Per Share Amounts)

percentage of net revenue decreased to 0.7% in 2020 from 1.1% in the prior-year period, primarily attributable to a decrease in employee insurance expense as well as lower incentive expense and a decrease in travel and entertainment expenses. SG&A as a percentage of net revenue decreased to 1.1% in 2019 from 2.1% in the prior-year period, primarily attributable to lower professional fees, mainly driven by transaction costs related to the Acxiom acquisition in 2018 and an increase in allocated service fees from Selling, General and Administrative expenses to Cost of Services, mainly as a result of the inclusion of Acxiom.
Depreciation and Amortization
Depreciation and amortization as a percentage of net revenue increased towas 3.6% in 2020, 3.2% in 2019 and 2.5% in 2018 from 2.1%2018. The increases in 2017,2019 compared to the prior-year period was primarily due to amortizationthe inclusion of acquired intangibles from Acxiom, which we expect to have a material non-cash impact going forward, estimated to be between $65.0 and $75.0 annually. Depreciation and amortization as a percentage of net revenue remained flat in 2017 as compared to 2016.Acxiom. For the years ended December 31, 2018, 20172020, 2019 and 2016,2018, amortization of acquired intangibles was $37.6, $21.1$85.9, $86.0 and $21.9,$37.6, respectively.

Restructuring Charges
Years ended December 31,
202020192018
Severance and termination costs$140.4 $22.0 $0.0 
Lease restructuring costs256.0 11.9 0.0 
Other restructuring costs17.4 0.0 0.0 
Total restructuring charges$413.8 $33.9 $0.0 
2020 Restructuring Plan
Beginning in the second quarter of 2020, the Company took restructuring actions to lower its operating expenses structurally and permanently relative to revenue and to accelerate the transformation of our business (the “2020 Plan”). These actions continued through the fourth quarter and most are based on our recent experience and learning in the COVID-19 pandemic and a resulting review of our operations to address certain operating expenses such as occupancy expense and salaries and related expenses.
A summary of the restructuring activities related to the 2020 Plan is as follows:
2020 Plan
Restructuring ExpenseNon-Cash ItemsCash PaymentsLiability at December 31, 2020
Severance and termination costs$140.4 $4.5 $61.3 $74.6 
Lease impairment costs256.0 256.0 0.0 0.0 
Other17.4 5.1 12.3 0.0 
Total$413.8 $265.6 $73.6 $74.6 

Our charges for restructuring actions for the year ended December 31, 2020 totaled $413.8 and were designed to reduce our expenses, such as occupancy expense and salaries and related expenses, relative to our net revenue on an ongoing basis. These actions, taken during the second, third and fourth quarters, reduced our global real estate footprint by approximately 15% or 1,700,000 square feet and, further, downsized selected levels of management and staff with severance costs for 1,520 employees or approximately 3%. Of the total charges for the year ended December 31, 2020, $265.6 or 64%, is non-cash, mainly representing the impairment of right-of-use assets of operating leases. We expect to realize approximately $160.0 of annualized cost savings associated with the actions taken as part of the 2020 Restructuring Plan.
Net restructuring charges were comprised of $317.9 at IAN and $78.8 at DXTRA for the year ended December 31, 2020, which include non-cash lease impairment costs of $190.4 and $59.8, respectively.
Lease impairment costs, which relate to the office spaces that were vacated as part of the 2020 Plan, included impairments of operating lease right-of-use assets and associated leasehold improvements, furniture and asset retirement obligations. Lease impairments were calculated based on estimated fair values using market participant assumptions including forecasted net discounted cash flows related to the operating lease right-of-use assets.
26

Management’s Discussion and Analysis of Financial Condition and Results of Operations - (continued)
(Amounts in Millions, Except Per Share Amounts)
2019 Restructuring Plan
In the first quarter of 2019, the Company implemented a cost initiative (the “2019 Plan”) to better align our cost structure with our revenue primarily related to specific client losses occurring in 2018. All restructuring actions were identified and initiated by the end of the first quarter of 2019, with all actions substantially completed by the end of the second quarter of 2019, and there have not been any restructuring adjustments.

EXPENSES AND OTHER INCOME
Years ended December 31, Years ended December 31,
2018 2017 2016 202020192018
Cash interest on debt obligations$(118.4) $(81.9) $(78.4)Cash interest on debt obligations$(186.3)$(188.3)$(118.4)
Non-cash interest(4.6) (8.9) (12.2)Non-cash interest(5.9)(11.0)(4.6)
Interest expense(123.0) (90.8) (90.6)Interest expense(192.2)(199.3)(123.0)
Interest income21.8
 19.4
 20.1
Interest income29.5 34.5 21.8 
Net interest expense(101.2) (71.4) (70.5)Net interest expense(162.7)(164.8)(101.2)
Other expense, net(69.6) (26.2) (40.3)Other expense, net(64.4)(42.9)(69.6)
Total (expenses) and other income$(170.8) $(97.6) $(110.8)Total (expenses) and other income$(227.1)$(207.7)$(170.8)
Net Interest Expense
For 2018,2020, net interest expense remained relatively flat as compared to the prior-year period. For 2019, net interest expense increased by $29.8$63.6 as compared to 2017,2018, primarily attributable to increased cash interest expense from the issuance of $2,500.0 of long-term debt in September and October of 2018 in order to finance the acquisition of Acxiom, Acquisition as well as increased short-term borrowings and higher interest rates throughout the year. This was partially offset by decreased non-cashan increase in interest expense from revaluations of mandatorily redeemable noncontrolling interests. For 2017, net interest expense increased by $0.9 as comparedincome, primarily due to 2016.higher cash balances in international markets.


Other Expense, Net
Results of operations include certain items that are not directly associated with our revenue-producing operations.
 Years ended December 31,
 202020192018
Net losses on sales of businesses$(67.0)$(43.4)$(61.9)
Other2.6 0.5 (7.7)
Total other expense, net$(64.4)$(42.9)$(69.6)
 Years ended December 31,
 2018 2017 2016
Net losses on sales of businesses$(61.9) $(24.1) $(41.4)
Other(7.7) (2.1) 1.1
Total other expense, net$(69.6) $(26.2) $(40.3)
Net losses on sales of businesses – During 2020 and 2019, the amounts recognized were related to sales of businesses and the classification of certain assets and liabilities, consisting primarily of cash, as held for sale within our IAN and DXTRA reportable segments. During 2018, the amounts recognized were related to sales of businesses and the classification of certain assets and liabilities, consisting primarily of cash, as held for sale within our Integrated Agency Networks ("IAN") and the Constituency Management Group ("CMG")IAN reportable segments.segment. The businesses held for sale as of year endyear-end primarily represent unprofitable, non-strategic agencies which are expected to be sold within the next twelve months. During 2017, the amounts recognized were related toThe sales of businesses and the classification of certain assets and liabilities consisting primarily of cash, accounts receivable and accounts payable, as held for sale included cash, net of proceeds, of $62.9, $6.7 and $30.8 for the years ended 2020, 2019 and 2018, respectively, which is classified within the Other Investing Activities line in our IAN reportable segment.Consolidated Statements of Cash Flows in Item 8, Financial Statements and Supplementary Data.
Other – During 2016,2020, the amounts recognized were related to salesprimarily a result of businesses andgains on remeasurement of equity interests arising from a change in ownership. During 2019, the classificationamounts recognized were primarily a result of certain assets and liabilities, consisting primarilychanges in fair market value of accounts receivable and accounts payable, as held forequity investments, partially offset by the sale within both our IAN and CMG reportable segments.
Other –of an equity investment. During 2018, the amounts recognized were primarily a result of transaction-related costs from the Acxiom Acquisition.acquisition, partially offset by changes in fair market value of equity investments.

INCOME TAXES
27
 Years ended December 31,
 2018 2017 2016
Income before income taxes$838.0
 $840.8
 $825.6
Provision for income taxes$199.2
 $271.3
 $196.9
Effective income tax rate23.8% 32.3% 23.8%

23



Management’s Discussion and Analysis of Financial Condition and Results of Operations - (continued)
(Amounts in Millions, Except Per Share Amounts)

INCOME TAXES
 Years ended December 31,
 202020192018
Income before income taxes$361.3 $878.3 $838.0 
Provision for income taxes$8.0 $204.8 $199.2 
Effective income tax rate2.2 %23.3 %23.8 %

Effective Tax Rate
Our tax rates are affected by many factors, including our worldwide earnings from various countries, changes in legislation and tax characteristics of our income.
In 2020, our effective income tax rate of 2.2% was positively impacted by the settlement of the U.S. Federal income tax audit of the years 2006 to 2016, partially offset by losses in certain foreign jurisdictions where we received no tax benefit due to 100% valuation allowances, by net losses on sales of businesses and the classification of certain assets as held for sale for which we received minimal tax benefit and by tax expense associated with the change to our assertion regarding the permanent reinvestment of undistributed earnings attributable to certain foreign subsidiaries.
On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was enacted and signed into law. The CARES Act includes several provisions for corporations including increasing the amount of deductible interest, allowing companies to carryback certain net operating losses (“NOLs”) and increasing the amount of NOLs that corporations can use to offset income. The CARES Act did not materially affect our quarter or year-to-date income tax provision, deferred tax assets and liabilities, or related taxes payable. 
In the second quarter of 2020, in response to changes in non-U.S. tax law, a decision was made to change our indefinite reinvestment assertion on a $120.0 of undistributed foreign earnings of specific subsidiaries. We recorded $10.4 of income tax costs associated with this change to our assertion.
In the third quarter of 2020, in response to restructuring actions taken within foreign subsidiaries, a decision was made to change our indefinite reinvestment assertion on a $46.0 of undistributed foreign earnings of specific subsidiaries. We recorded $3.2 of income tax costs associated with this change to our assertion.
On July 29, 2020, the Internal Revenue Service notified the Company that the U.S. Federal income tax audit of years 2006 through 2016 has been finalized and settled. As a result, we recognized an income tax benefit of $136.2 in the third quarter of 2020.
In 2019, our effective income tax rate of 23.3% was positively impacted by the reversal of valuation allowances primarily in Continental Europe, by the settlement of state income tax audits and by excess tax benefits on employee share-based payments. The effective tax rate was negatively impacted by losses in certain foreign jurisdictions where we receive no tax benefit due to 100% valuation allowances, net losses on sales of businesses and the classification of certain assets as held for sale, for which we received minimal tax benefit.
In 2018, our effective income tax rate of 23.8% was positively impacted by U.S. tax incentives, foreign tax credits from a distribution of unremitted earnings, the net reversal of valuation allowance in Continental Europe and research and development credits. The effective income tax rate was negatively impacted by losses in certain foreign jurisdictions where we receivereceived no tax benefit due to 100% valuation allowances, non-deductible losses on sales of businesses and assets held for sale, by tax expense associated with the change to our assertion regarding the permanent reinvestment of undistributed earnings attributable to certain foreign subsidiaries, and by tax expense related to the true-up of our December 31, 2017 tax reform estimates as permitted by SEC Staff issued Accounting Bulletin No. 118 (“SAB 118”).
Public Law 115-97, commonly referred to as the Tax Cuts and Jobs Act (the "Tax Act") was signed into law on December 22, 2017. The Tax Act legislated many new tax provisions which have impacted our operations. At December 31, 2017, provisional amounts were recorded as permitted by SAB 118. We have finalized our calculations of theThe impact of the Tax Act and have revised our estimates as required by SAB 118. This118, resulted in a net tax expense of $13.4 in 2018, which was primarily attributable to our estimate of the tax imposed on the deemed repatriation of unremitted foreign earnings.
The Company has historically asserted that its unremitted foreign earnings are permanently reinvested, and therefore hasdid not recordedrecord income taxes on such amounts. In light of our increased debt and associated servicing commitments in connection with the Acxiom Acquisitionacquisition that was consummated on October 1, 2018, the Company re-evaluated its global cash needs and as a result determined that approximately $435.0 of undistributed foreign earnings from certain international entities arewere no longer subject to the permanent reinvestment assertion. We recorded a tax expense of $10.8 in 2018 representing our estimate of the
28

Management’s Discussion and Analysis of Financial Condition and Results of Operations - (continued)
(Amounts in Millions, Except Per Share Amounts)
tax costs associated with this change to our assertion. We havedid not changedchange our permanent reinvestment assertion with respect to any other international entities as we intend to useused the related historical earnings and profits to fund international operations and investments.
The Tax Act imposed a new tax on certain foreign earnings generated in 2018 and forward. These global intangible low-taxed income ("GILTI") tax rules are complex. U.S. GAAP allows us to choose an accounting policy which treats the U.S. tax under GILTI provisions as either a current expense, as incurred, or as a component of the Company’s measurement of deferred taxes. The Company has elected to account for the GILTI tax as a current expense.
In 2017, our effective income tax rate of 32.3% was positively impacted by a net benefit of $36.0 as a result of the Tax Act, as well as excess tax benefits on employee share-based payments, partially offset by losses in certain foreign jurisdictions where we receive no tax benefit due to 100% valuation allowances.
In 2016, our effective income tax rate of 23.8% was positively impacted by a benefit of $44.6 related to refunds to be claimed on future amended U.S. federal returns for tax years 2014 and 2015 primarily related to foreign tax credits and, to a lesser extent, research and development credits based on the conclusion of multi-year studies; the settlement of 2011 and 2012 income tax audits, which included the recognition of certain previously unrecognized tax benefits of $23.4; the reversal of valuation allowances of $12.2 as a consequence of the disposition of certain businesses in Continental Europe; excess tax benefits on employee share-based payments; and various changes in state income tax laws as well as the recognition of previously unrecognized state tax benefits as a result of a lapse in statute of limitations. The positive impacts to our tax rates were partially offset by the revaluation of deferred tax assets as a result of a statutory tax rate change in Continental Europe, losses in certain foreign jurisdictions where we receive no tax benefit due to 100% valuation allowances and by losses on sales of businesses for which we did not receive a full tax benefit.
See Note 9 in Item 8, Financial Statements and Supplementary Data for further information.


EARNINGS PER SHARE
Basic earnings per share available to IPG common stockholders for the years ended December 31, 2020, 2019 and 2018 2017were $0.90, $1.70 and 2016 were $1.61 $1.42 and $1.52 per share, respectively. Diluted earnings per share available to IPG common stockholders for the years ended December 31, 2020, 2019 and 2018 2017were $0.89, $1.68 and 2016 were $1.59 $1.40 and $1.48 per share, respectively.
Basic and diluted earnings per share for the year ended December 31, 20182020 included a negative impact of $0.18 from the amortization of acquired intangibles, a negative impact of $0.82 from restructuring charges, a negative impact of $0.16 from net losses on sales of businesses and the classification of certain assets as held for sale, partially offset by a net positive impact of $0.31 from various discrete tax items.
Basic and diluted earnings per share for the year ended December 31, 2019 included a negative impact of $0.18 from the amortization of acquired intangibles, a negative impact of $0.06 from first-quarter restructuring charges, a negative impact of $0.12 from net losses on sales of businesses and the classification of certain assets as held for sale, for which we received minimal tax benefit, partially offset by a net positive impact of $0.10 from various discrete tax items.
Basic and diluted earnings per share for the year ended December 31, 2018 included negative impacts of $0.16 and $0.15, respectively, from net losses on sales of businesses and the classification of certain assets as held for sale primarily in our international markets, a negative impactimpacts of $0.10 and $0.09, respectively, from transaction costs directly related to the acquisition of Acxiom, and a negative impactimpacts of $0.09 and $0.08, respectively, from the amortization of acquired intangibles, partially offset by anet positive impactimpacts of $0.06 and $0.06, respectively, from various discrete tax items.
Basic
Segment Results of Operations
As discussed in Note 15 to the Consolidated Financial Statements, we have two reportable segments as of December 31, 2020: IAN and diluted earnings per shareDXTRA. We also report results for the year ended December 31, 2017 included a negative"Corporate and other" group. Segment information for the prior period has been recast to conform to the current-period presentation.

IAN
Net Revenue
 Year ended December 31, 2019Components of ChangeYear ended December 31, 2020Change
 Foreign
Currency		Net
Acquisitions/
(Divestitures)		OrganicOrganicTotal
Consolidated$7,328.8 $(66.9)$(73.3)$(267.2)$6,921.4 (3.6)%(5.6)%
Domestic4,538.1 0.0 (18.0)(68.4)4,451.7 (1.5)%(1.9)%
International2,790.7 (66.9)(55.3)(198.8)2,469.7 (7.1)%(11.5)%
The organic decrease was mainly attributable to lower spending from existing clients, primarily related to the impact of $0.05the COVID-19 pandemic. The revenue decrease was in the auto and transportation, technology and telecom, consumer goods, and financial services sectors, partially offset by net client wins and net higher spending from existing clients in the amortization of acquired intangibles,healthcare and a negativeretail sectors. The organic decrease in our domestic market was primarily driven by the impact of $0.04 from lossesthe pandemic on sales of businesses and the classification of certain assets as held for sale,economy at discretionary-based digital service offerings partially offset by a net positive impact of $0.09growth at our advertising and media businesses. In our international markets, the organic decrease was mainly driven by our advertising businesses, primarily in the Asia Pacific and United Kingdom regions, as a result ofwell as the Tax Act. Basicrevenue declines at our media businesses, primarily in the Continental Europe and diluted earnings per

Asia Pacific regions.
24
29



Management’s Discussion and Analysis of Financial Condition and Results of Operations - (continued)
(Amounts in Millions, Except Per Share Amounts)

share for the year ended December 31, 2016 included a net positive impact of $0.20 from the various discrete tax items, partially offset by a negative impact of $0.10 from losses on sales of businesses and the classification of certain assets as held for sale and $0.05 from the amortization of acquired intangibles.

Segment Results of Operations
As discussed in Note 14 to the Consolidated Financial Statements, we have two reportable segments as of December 31, 2018: IAN and CMG. We also report results for the "Corporate and other" group.

IAN
Net Revenue
Year ended December 31, 2017 Components of Change Year ended December 31, 2018 Change Year ended December 31, 2018Components of ChangeYear ended December 31, 2019Change
Foreign
Currency
 
Net
Acquisitions/
(Divestitures)
 Organic Organic Total Foreign
Currency
Net
Acquisitions/
(Divestitures) 1
OrganicOrganic
Total 1
Consolidated$6,266.7
 $6.9
 $(61.1) $373.3
 $6,585.8
 6.0% 5.1%Consolidated$6,720.9 $(124.5)$465.5 $266.9 $7,328.8 4.0 %9.0 %
Domestic3,660.6
 0.0
 (27.9) 200.0
 3,832.7
 5.5% 4.7%Domestic3,953.8 0.0 471.6 112.7 4,538.1 2.9 %14.8 %
International2,606.1
 6.9
 (33.2) 173.3
 2,753.1
 6.6% 5.6%International2,767.1 (124.5)(6.1)154.2 2,790.7 5.6 %0.9 %
The organic increase was attributable to net client wins anda combination of net higher spending from existing clients and net client wins, most notably in the financial services, healthcare, sector,retail and technology and telecom sectors, partially offset by decreasesa decrease in the foodauto and beveragetransportation sector. The organic increase in our domestic market was primarily driven by growth across all of our major networks. The international organic increase was driven by growth across all geographic regions and all disciplines, primarily at our media and advertising businesses and our digital specialist agencies, including strong performance at our advertising businesses in the United Kingdom and at our media businesses in the Continental Europe, Latin America and United Kingdom regions.
 Year ended December 31, 2016 Components of Change Year ended December 31, 2017 Change
 
Foreign
Currency
 
Net
Acquisitions/
(Divestitures)
 Organic Organic Total
Consolidated$6,201.4
 $6.3
 $(65.3) $124.3
 $6,266.7
 2.0% 1.1%
Domestic3,600.3
 0.0
 (47.4) 107.7
 3,660.6
 3.0% 1.7%
International2,601.1
 6.3
 (17.9) 16.6
 2,606.1
 0.6% 0.2%
The organic revenue increase was primarily attributable to growth within the healthcare and auto and transportation sectors, partially offset by decreases in the financial services and technology and telecom sectors. The organic increase inas well as our domestic market was mainly driven by strong growth at our media and advertising businesses, partially offset by a decline within our digital specialist agencies.data management business. In our international markets, the organic increase was primarily driven by strong growthperformance at our media businesses acrossthroughout all regions, most notably in Canada within our Other region, as well asgeographic regions. In addition, the organic increase was also driven by growth at our advertising businesses and our digital specialist agencies in Latin America. Consolidated net acquisitions primarily includes net revenue during the first nine months ended September 30, 2019 from Acxiom, which we acquired on October 1, 2018, partially offset by divestitures, mostly in our domestic market, Asia Pacific and Continental Europe regions.

Segment EBITA
 Years ended December 31,Change
 2020201920182020 vs 20192019 vs 2018
Segment EBITA 1
$699.1 $1,115.7 $1,038.8 (37.3)%7.4 %
Segment EBITA margin on net revenue 1
10.1 %15.2 %15.5 %
1Segment EBITA and Segment EBITA margin on net revenue include $317.9 and $27.0 of restructuring charges in the United Kingdom,year ended December 31, 2020 and 2019, respectively. See "Restructuring Charges" in MD&Aand Note 11 of Item 8, Financial Statements and Supplementary Data for further information.
Segment EBITA margin decreased during 2020 when compared to 2019, mainly due to the decrease in net revenue of 5.6%, the organic component of which is discussed in detail above, primarily related to the impact of the COVID-19 pandemic. Operating expense, excluding billable expenses and amortization of acquired intangibles, remained flat as compared to the prior-year period mainly due to an increase in restructuring charges, partially offset by decreases at our advertising businessesin salaries and related expenses and office and other direct expenses. The decrease in salaries and related expenses was primarily driven by reductions in base salaries, benefits and tax, lower temporary help and incentive expenses in response to the declines in net revenue, primarily due to the effects of the COVID-19 pandemic on economic conditions. The overall decreases were partially offset by increased severance. The decrease in office and other direct expenses was primarily driven by decreases in travel and entertainment expenses and new business and promotion expenses as well as lower occupancy expense and professional fees, partially offset by an increase in bad debt expense and a year-over-year change in contingent acquisition obligations. During the full-year of 2020, Segment EBITA included restructuring charges of $317.9 as compared to $27.0 during the full-year of 2019. Depreciation and amortization, excluding amortization of acquired intangibles, as a percentage of net revenue increased to 2.6% in 2020 from 2.2% in the Asia Pacific and Latin America regions. The organic growth in our media and advertising businesses was also positively impacted by the achievement of contractual performance-related incentives.

prior-year period.
Segment Operating Income
 Years ended December 31, Change
 2018 2017 2016 2018 vs 2017
2017 vs 2016
Segment operating income$982.8
 $875.1
 $894.3
 12.3% (2.1)%
Operating margin14.9% 14.0% 14.4%    
OperatingEBITA margin increaseddecreased during 20182019 when compared to 2017,2018, as the increase in operating expenses, excluding billable expenses and amortization of acquired intangibles, outpaced the net revenue growth of 5.1%9.0%, the organic component of which was discussed in detail above,above. The Segment EBITA margin decrease of 0.3% included restructuring charges of $27.0, or 0.4% as a percentage of net revenue, during 2019 to better align our cost structure with our revenue. The comparison was also adversely impacted due to higher allocated service fees, from our Selling, General and Administrative expenses, to Cost of Services, mainly as a result of the inclusion of Acxiom. Net revenue growth outpaced the increase in operatingsalaries and related expenses excluding billable expenses,as compared to the prior-year period, primarily driven by leveragelower percentages of its net revenue in base salaries, benefits and tax, temporary help expenses and occupancy expense, partially offset by higher incentive expenseexpense. The improved salaries and related expenses ratio was also attributable to the inclusion of Acxiom, which has a lower ratio of salaries and related expenses as a percentage of its net revenue as well as a result of improved financial performancecarefully managing our employee costs. The increase in office and other direct expenses outpaced the growth in net revenue as compared to the prior-year period, mainly due to the inclusion of Acxiom, which has a higher temporary help to support business growth.ratio of office and other direct expense as a percentage of its net revenue, driven by client service costs and professional fees. However, overall office and other direct expenses primarily benefited from leverage on occupancy expense. Depreciation and amortization, excluding amortization of acquired intangibles, as a percentage of net revenue remained relatively flat as comparedincreased to 2.2% in 2019 from 2.0% in the prior-year period, primarily due to the prior-year period.inclusion of Acxiom.


25
30



Management’s Discussion and Analysis of Financial Condition and Results of Operations - (continued)
(Amounts in Millions, Except Per Share Amounts)

DXTRA
Operating margin decreased during 2017 when comparedNet Revenue
 Year ended December 31, 2019Components of ChangeYear ended December 31, 2020Change
 Foreign
Currency		Net
Acquisitions/
(Divestitures)		OrganicOrganicTotal
Consolidated$1,296.3 $(1.6)$(5.8)$(145.8)$1,143.1 (11.2)%(11.8)%
Domestic848.0 0.0 (2.9)(85.4)759.7 (10.1)%(10.4)%
International448.3 (1.6)(2.9)(60.4)383.4 (13.5)%(14.5)%
The organic decrease was mainly attributable to 2016, aslower spending from existing clients, primarily related to the increaseCOVID-19 pandemic. The revenue decrease was in operating expenses, excluding billable expenses,the auto and transportation, technology and telecom and financial services sectors, partially offset by a combination of net client wins and net higher spending from existing clients in the healthcare and food and beverage sectors. The organic decrease in our domestic market was primarily driven by deleveraging in base salaries, benefitsour sports and taxexperiential marketing businesses, primarily due to sports and occupancy expense, partially offset by lower incentive expense, outpaced net revenue growth of 1.1%,other event cancellations. In our international markets, the organic component of whichdecrease was discussedmainly driven by our public relations agencies and sports and experiential marketing businesses, primarily in detail above. Depreciationthe Asia Pacific and amortization as a percentage of net revenue remained flat as compared to the prior-year period.United Kingdom regions.

CMG
Net Revenue
Year ended December 31, 2017 Components of Change Year ended December 31, 2018 Change Year ended December 31, 2018Components of ChangeYear ended December 31, 2019Change
Foreign
Currency
 
Net
Acquisitions/
(Divestitures)
 Organic Organic Total Foreign
Currency		Net
Acquisitions/
(Divestitures)		OrganicOrganicTotal
Consolidated$1,206.8
 $9.0
 $7.6
 $40.7
 $1,264.1
 3.4% 4.7%Consolidated$1,310.7 $(18.6)$2.3 $1.9 $1,296.3 0.1 %(1.1)%
Domestic798.2
 0.0
 0.1
 26.3
 824.6
 3.3% 3.3%Domestic871.2 0.0 (1.7)(21.5)848.0 (2.5)%(2.7)%
International408.6
 9.0
 7.5
 14.4
 439.5
 3.5% 7.6%International439.5 (18.6)4.0 23.4 448.3 5.3 %2.0 %
The organic increase was primarily attributable to net client wins and net higher spending from existing clients, most notably in the technologyhealthcare and telecomfood and beverage sectors, partially offset by a decrease in the auto and transportation sector. The organic increases were driven by growth across all geographic regions, primarily at our public relations agencies and sports marketing business, most notably in our domestic market.
 Year ended December 31, 2016 Components of Change Year ended December 31, 2017 Change
 
Foreign
Currency
 
Net
Acquisitions/
(Divestitures)
 Organic Organic Total
Consolidated$1,250.9
 $(5.5) $(29.2) $(9.4) $1,206.8
 (0.8)% (3.5)%
Domestic842.9
 0.0
 (19.7) (25.0) 798.2
 (3.0)% (5.3)%
International408.0
 (5.5) (9.5) 15.6
 408.6
 3.8 % 0.1 %
The organic revenue decrease in our domestic market was mainly driven by decreases inprimarily due to revenue decline at our public relations agencies, and branding businesses, partially offset by growth at our sports marketing business. InThe international organic increase was driven by growth across all geographic regions and disciplines, primarily at our international markets,public relations agencies, most notably in the organic increaseUnited Kingdom and Continental Europe regions, and sports marketing business, most notably in the Asia Pacific region.

Segment EBITA
 Years ended December 31,Change
 2020201920182020 vs 20192019 vs 2018
Segment EBITA 1
$56.5 $158.1 $183.6 (64.3)%(13.9)%
Segment EBITA margin 1
4.9 %12.2 %14.0 %
1Segment EBITA and Segment EBITA margin on net revenue include $78.8 and $6.2 of restructuring charges in the year ended December 31, 2020 and 2019, respectively. See "Restructuring Charges" in MD&Aand Note 11 of Item 8, Financial Statements and Supplementary Data for further information.
Segment EBITA margin decreased during 2020 when compared to 2019, as the decrease in net revenue of 11.8% exceeded the overall decrease in operating expenses, including restructuring charges and excluding billable expenses and amortization of acquired intangibles. The decrease in salaries and related expenses was primarily driven by growth at our public relationsreductions in base salaries, benefits and sports marketing business across nearly all regions,tax, lower temporary help and incentive expenses in response to the declines in net revenue, primarily due to the impact of the COVID-19 pandemic on economic conditions. The overall decrease was partially offset by aan increase in severance expense. The decrease in our events business in the United Kingdom.

Segment Operating Income
 Years ended December 31, Change
 2018 2017 2016 2018 vs 2017 2017 vs 2016
Segment operating income$175.0
 $189.9
 $189.3
 (7.8)% 0.3%
Operating margin13.8% 15.7% 15.1%    
Operating margin decreased during 2018 when compared to 2017, due to the increase in operatingoffice and other direct expenses excluding billable expenses,was primarily driven by decreases in travel and entertainment expenses and new business and promotion expenses as well as lower occupancy expense. During the year-over-year change in contingent acquisition obligations.full-year of 2020, segment EBITA included restructuring charges of $78.8 as compared to $6.2 during the full-year of 2019. Depreciation and amortization, excluding amortization of acquired intangibles, as a percentage of net revenue remained flat as comparedincreased to 1.8% in 2020 from 1.6% in the prior-year period.
Operating margin increased during 2017 when compared to 2016, as the decrease in operating expenses, excluding billable expenses, surpassed the decrease in net revenue growth of 3.5%, the organic component of which was discussed in detail above. The decrease in operating expenses was primarily driven by leverage in year-over-year change in contingent acquisition obligations as well as lower discretionary bonus, partially offset by deleveraging in base salaries, benefits and tax. Depreciation and amortization as a percentage of net revenue remained flat as compared to the prior-year period.

2631



Management’s Discussion and Analysis of Financial Condition and Results of Operations - (continued)
(Amounts in Millions, Except Per Share Amounts)

Segment EBITA margin decreased during 2019 compared to 2018, mainly due to the decrease in net revenue of 1.1%, the organic component of which is discussed in detail above, and the slight increase in operating expenses, primarily driven by the restructuring charges of $6.2 in 2019, higher salaries and related expenses to support business growth and an increase in year-over-year change in contingent acquisition obligations, partially offset by lower incentive expense. Depreciation and amortization, excluding amortization of acquired intangibles, as a percentage of net revenue remained flat as compared to the prior-year period.


CORPORATE AND OTHER
CorporateOur corporate and other segment is primarily comprised of selling, general and administrative expenses as well as three months of results from Acxiom in 2018. Selling, general and administrative expenses includesincluding corporate office expenses as well as shared service center and certain other centrally managed expenses that are not fully allocated to operating divisions; salaries, long-term incentives, annual bonuses and other miscellaneous benefits for corporate office employees; professional fees related to internal control compliance, financial statement audits and legal, information technology and other consulting services that are engaged and managed through the corporate office; and rental expense for properties occupied by corporate office employees. A portion of centrally managed expenses is allocated to operating divisions based on a formula that uses the planned revenues of each of the operating units. Amounts allocated also include specific charges for information technology-related projects, which are allocated based on utilization.
As of December 31, 2018, Corporate and other includes Acxiom, which was acquired on October 1, 2018 and had total and net revenue of $181.7 for the three months ended December 31, 2018, while we are evaluating the internal reporting structure of our Company along with the Acxiom business.
Corporate and other expenses increaseddecreased by $22.4$20.5 to $149.0$81.3 during 2018the year ended December 31, 2020 as compared to 2017,2019, primarily dueattributable to transaction costsa decrease in selling, general and administrative expenses, which was discussed in the Results of $35.0 and depreciation and amortization expense related to the Acxiom Acquisition.Operations section, partially offset by an increase in restructuring charges. Corporate and other expenses in 20172019 decreased by $20.6$74.2 to $126.6$101.8 compared to 2016,2018, primarily dueattributable to lower incentive expense.professional fees, mainly driven by transaction costs of $35.0 related to the Acxiom acquisition in 2018 and an increase in allocated service fees from Selling, General and Administrative expenses to Cost of Services, mainly as a result of the inclusion of Acxiom.

During the year ended December 31, 2020 and 2019, corporate and other expense includes $17.1 and $0.7 of restructuring charges, respectively. See "Restructuring Charges" in MD&A and Note 11 of Item 8, Financial Statements and Supplementary Data for further information.

LIQUIDITY AND CAPITAL RESOURCES
CASH FLOW OVERVIEW
The following tables summarize key financial data relating to our liquidity, capital resources and uses of capital.
 Years ended December 31,
Cash Flow Data2018 2017 2016
Net income, adjusted to reconcile to net cash provided by operating activities 1
$1,013.0
 $852.1
 $1,018.6
Net cash (used in) provided by working capital 2
(431.1) 5.3
 (410.3)
Changes in other non-current assets and liabilities(16.8) 24.4
 (95.5)
Net cash provided by operating activities$565.1
 $881.8
 $512.8
Net cash used in investing activities(2,491.5) (196.2) (263.9)
Net cash provided by (used in) financing activities1,853.2
 (1,004.9) (666.4)
 Years ended December 31,
Cash Flow Data202020192018
Net income, adjusted to reconcile to net cash provided by operating activities 1
$1,088.9 $1,123.6 $1,013.0 
Net cash provided by (used in) working capital 2
900.1 442.8 (431.1)
Changes in other non-current assets and liabilities(141.8)(37.2)(16.8)
Net cash provided by operating activities$1,847.2 $1,529.2 $565.1 
Net cash used in investing activities(216.2)(161.7)(2,491.5)
Net cash (used in) provided by financing activities(346.2)(843.0)1,853.2 
1Reflects net income adjusted primarily for depreciation and amortization of fixed assets and intangible assets, amortization of restricted stock and other non-cash compensation, net losses on sales of businesses and deferred income taxes.
2Reflects changes in accounts receivable, accounts receivable billable to clients, other current assets, accounts payable and accrued liabilities.
1Reflects net income adjusted primarily for depreciation and amortization of fixed assets and intangible assets, non-cash restructuring charges, amortization of restricted stock and other non-cash compensation, net losses on sales of businesses, provision for uncollectible receivables and deferred income taxes.
2Reflects changes in accounts receivable, other current assets, accounts payable, accrued liabilities and contract liabilities.
Operating Activities
Due to the seasonality of our business, we typically use cash from working capital in the first nine months of a year, with the largest impact in the first quarter, and generate cash from working capital in the fourth quarter, driven by the seasonally strong media spending by our clients. Quarterly and annual working capital results are impacted by the fluctuating annual media spending budgets of our clients as well as their changing media spending patterns throughout each year across various countries.
The timing of media buying on behalf of our clients across various countries affects our working capital and operating cash flow and can be volatile. In most of our businesses, our agencies enter into commitments to pay production and media costs on behalf of clients. To the extent possible, we pay production and media charges after we have received funds from our clients. The amounts involved, which substantially exceed our revenues, primarily affect the level of accounts receivable, accounts
32

Management’s Discussion and Analysis of Financial Condition and Results of Operations - (continued)
(Amounts in Millions, Except Per Share Amounts)
payable, accrued liabilities and contract liabilities. Our assets include both cash received and accounts receivable from clients for these pass-through arrangements, while our liabilities include amounts owed on behalf of clients to media and production suppliers. Our accrued liabilities are also affected by the timing of certain other payments. For example, while annual cash incentive awards are accrued throughout the year, they are generally paid during the first quarter of the subsequent year.
Net cash provided by operating activities during 20182020 was $565.1,$1,847.2, which was a decreasean increase of $316.7$318.0 as compared to 2017, primarily as a result of an increase in2019, and the comparison includes $900.1 generated from working capital usage of $436.4.in 2020, compared with $442.8 generated from working capital in 2019. Working capital in 20182020 was primarily impacted by the spending levelsvariation in the timing of our clientscollections and payments around the reporting period, which was favorable in 2020 as compared to 2017. The working capital usage in both periods was primarily attributable to our media businesses.

27

Table of Contents

Management’s Discussion and Analysis of Financial Condition and Results of Operations - (continued)
(Amounts in Millions, Except Per Share Amounts)

2019.
Net cash provided by operating activities during 20172019 was $881.8,$1,529.2, which was an increase of $369.0$964.1 as compared to 2016, primarily as a result of an improvement2018, and the comparison includes $442.8 generated from working capital in 2019, compared with $431.1 used in working capital usage of $415.6.in 2018. Working capital in 2019 was primarily impacted by the variation in the timing of collections and payments around the reporting period, of which the timing that was unfavorable in late 2018 compared to 2017 benefited fromwas a benefit in 2019, as well as the spending patternslevels and pattern of our clients as compared to 2016.

2018.
Investing Activities
Net cash used in investing activities during 20182020 consisted primarily of payments for acquisitions of $2,309.8, related mostly to the Acxiom Acquisition, and payments for capital expenditures of $177.1,$167.5, related mostly to computer hardware and software and leasehold improvements.
Net cash used in investing activities during 2019 consisted primarily of payments for capital expenditures of 198.5, related mostly to leasehold improvements and computer hardware and software.
Net cash used in investing activities during 2017 primarily consisted of payments for capital expenditures of $155.9, related mostly to leasehold improvements and computer hardware and software.

Financing Activities
Net cash provided by financing activities during 2018 was driven by net proceeds from long-term debt of $2,494.2 primarily to finance the Acxiom Acquisition, partially offset by the payment of dividends of $322.1, the repurchase of 5.1 shares of our common stock for an aggregate cost of $117.1, including fees, and the repayment of long-term debt of $104.8.
Net cash used in financing activities during 20172020 was primarily driven by the redemptionrepayment of all $300.0 in aggregate principal amountlong-term debt of the 2.25% Senior Notes due 2017, the repurchase of 13.7 shares of our common stock for an aggregate cost of $300.1, including fees,$503.7 and the payment of dividends of $280.3.$398.1, partially offset by proceeds of $646.2, net of discount of $3.8, from the issuance of our 4.75% Senior Notes due March 30, 2030 (the “4.75% Senior Notes").

Net cash used in financing activities during 2019 was driven by repayment of long-term debt of $403.3 and the payment of dividends of $363.1.
Foreign Exchange Rate Changes
The effect of foreign exchange rate changes on cash, cash equivalents and restricted cash included in the Consolidated Statements of Cash Flows resulted in an a net decreaseincrease of $47.3$31.0 in 2018. The decrease2020. This increase was primarily a result of the U.S. Dollar being stronger than several foreign currencies strengthening compared to the U.S. dollar, including the Euro and the Australian Dollar, South African Rand, and Indian Rupee as of December 31, 2018 compared to December 31, 2017.Dollar.
The effect of foreign exchange rate changes on cash, cash equivalents and restricted cash included in the Consolidated Statements of Cash Flows resulted in an increasea net decrease of $16.8$6.0 in 2017, primarily a result of the Australian Dollar strengthening against the U.S. Dollar as of December 31, 2017 compared to December 31, 2016.2019.


LIQUIDITY OUTLOOK
We expect our cash flow from operations and existing cash and cash equivalents to be sufficient to meet our anticipated operating requirements at a minimum for the next twelve months. We also have a commercial paper program, a committed corporate credit facility, as well asa 364-Day credit facility that matures on March 26, 2021, and uncommitted lines of credit and a commercial paper program available to support our operating needs. Borrowings under our commercial paper program are supported by our committed corporate credit agreement. We continue to maintain a disciplined approach to managing liquidity, with flexibility over significant uses of cash, including our capital expenditures, cash used for new acquisitions, our common stock repurchase program and our common stock dividends.
From time to time, we evaluate market conditions and financing alternatives for opportunities to raise additional funds or otherwise improve our liquidity profile, enhance our financial flexibility and manage market risk. Our ability to access the capital markets depends on a number of factors, which include those specific to us, such as our credit ratings, and those related to the financial markets, such as the amount or terms of available credit. ThereParticularly in light of the current market conditions, there can be no guarantee that we would be able to access new sources of liquidity, or continue to access existing sources of liquidity, on commercially reasonable terms, or at all.

Funding Requirements
Our most significant funding requirements include our operations, non-cancelable operating lease obligations, capital expenditures, acquisitions, common stock dividends, taxes and debt service. Additionally, we may be required to make payments to minority shareholders in certain subsidiaries if they exercise their options to sell us their equity interests.
Notable funding requirements include:
Debt service – As of December 31, 2018, we had outstanding short-term borrowings of $73.7 from our uncommitted lines of credit used primarily to fund seasonal working capital needs. The remainder of our debt is primarily long-term, with maturities scheduled from 2020 through 2048. On September 21, 2018, we issued $2,000.0 in aggregate principal amount of unsecured senior notes (in four separate series of $500.0 each, together the "Senior Notes"). On October 1, 2018, we borrowed an additional $500.0 through debt financing arrangements with third-party lenders under a three-year term loan agreement (the "Term Loan Agreement"), $100.0 of which we repaid on December 3, 2018. See Note 3 in Item 8, Financial Statements and Supplementary Data for further information.33

28



Management’s Discussion and Analysis of Financial Condition and Results of Operations - (continued)
(Amounts in Millions, Except Per Share Amounts)

Notable funding requirements include:
•Debt service – Our 3.75% Senior Notes in aggregate principal amount of $500.0 mature on October 1, 2021. We expect to use available cash on hand as well as additional short-term borrowings as needed to fund the principal repayment. Our 3.50% Senior Notes in aggregate principal amount of $500.0 matured on October 1, 2020 and we used available cash, including the proceeds from the offering of our 4.75% Senior Notes, to fund the principal repayment. As of December 31, 2020, we had outstanding short-term borrowings of $48.0 from our uncommitted lines of credit used primarily to fund short-term working capital needs. The remainder of our debt is primarily long-term, with maturities scheduled from 2022 through 2048.
•Acquisitions – We paid cash of $2,309.6,$5.6, net of cash acquired of $13.8,$2.9, for acquisitions completed in 2018.2020. We also paid $0.2 in up-front payments and $53.1 in deferred payments of $48.8 for prior-yearprior acquisitions as well as ownership increases in our consolidated subsidiaries. In addition to potential cash expenditures for new acquisitions, we expect to pay approximately $66.0 in 2019$48.0 over the next twelve months related to prior-year acquisitions.all completed acquisitions as of December 31, 2020. We may also be required to pay approximately $25.0 in 2019$14.0 related to put options held by minority shareholders if exercised.exercised, over the next twelve months. We will continue to evaluateevaluate strategic opportunities to grow and continue to strengthen our market position, particularly in our digital and marketing services offerings, and to expand our presence in high-growth and key strategic world markets.
•Dividends – During 2018,2020, we paid four quarterly cash dividends of $0.21$0.255 per share on our common stock, which corresponded to aggregate dividend payments of $322.1.$398.1. On February 13, 2019,10, 2021, we announced that our Board of Directors (the "Board") had declared a common stock cash dividend of $0.235$0.27 per share, payable on March 15, 20192021 to holders of record as of the close of business on March 1, 2019.2021. Assuming we pay a quarterly dividend of $0.235$0.27 per share and there is no significant change in the number of outstanding shares as of December 31, 2018,2020, we would expect to pay approximately $360.0$422.0 over the next twelve months.
Acxiom Acquisition
On October 1, 2018, pursuant Whether to the terms of the Membership Interest Purchase Agreement dated as of July 2, 2018, we completed the Acxiom Acquisition for $2,327.9, subject to customary closing adjustments. The combined proceeds from the Senior Notesdeclare and the Term Loan Agreement were usedamount of any such future dividend is at the discretion of our Board and will depend upon factors such as our earnings, financial position and cash requirements.
•Restructuring – During 2020, we paid cash of $73.6 for restructuring costs related to fundour 2020 Plan designed to lower our operating expenses structurally and permanently relative to revenue and to accelerate the transaction. See Note 6transformation of our business. As of December 31, 2020, our remaining liability related to restructuring actions was $74.6. Most of our restructuring actions are based on our recent experience and learning in Item 8, Financial Statementsthe COVID-19 pandemic and Supplementary Data for further information.a resulting review of our operations to address certain operating expenses such as occupancy expense and salaries and related expenses.
The following summarizes our estimated contractual cash obligations and commitments as of December 31, 20182020 and their effect on our liquidity and cash flow in future periods.
 Years ended December 31, Thereafter Total
 2019 2020 2021 2022 2023 
Long-term debt 1
$0.1
 $496.9
 $896.8
 $248.2
 $497.7
 $1,520.6
 $3,660.3
Interest payments on long-term debt 1
157.1
 141.6
 121.0
 93.9
 73.6
 799.7
 1,386.9
Non-cancelable operating lease obligations 2
344.3
 319.1
 280.1
 241.2
 183.4
 714.1
 2,082.2
Contingent acquisition payments 3
95.8
 50.6
 66.5
 10.4
 13.7
 5.2
 242.2
Uncertain tax positions 4
18.0
 184.6
 48.1
 23.4
 6.5
 54.8
 335.4
Total$615.3
 $1,192.8
 $1,412.5
 $617.1
 $774.9
 $3,094.4
 $7,707.0
 Years ended December 31,ThereafterTotal
 20212022202320242025
Long-term debt 1
$502.5 $250.2 $498.9 $498.3 $0.0 $1,668.4 $3,418.3 
Interest payments on long-term debt 1
147.5 124.8 104.5 87.3 57.9 832.8 1,354.8 
Non-cancelable operating lease obligations 2
322.9 302.6 241.2 212.2 194.7 735.2 2,008.8 
Contingent acquisition payments 3
65.1 34.2 33.8 9.9 0.7 2.9 146.6 
Uncertain tax positions 4
24.8 82.4 19.8 63.8 13.0 13.8 217.6 
Total$1,062.8 $794.2 $898.2 $871.5 $266.3 $3,253.1 $7,146.1 
1
Amounts represent maturity at book value and interest payments based on contractual obligations. We may at our option and at any time redeem all or some of any outstanding series of our senior notes reflected in this table at the redemption prices set forth in the applicable supplemental indentures under which such senior notes were issued. See Note 3 in Item 8, Financial Statements and Supplementary Data for further information.
2Non-cancelable operating lease obligations are presented net of future receipts on contractual sublease arrangements.
3
We have structured certain acquisitions with additional contingent purchase price obligations based on factors including future performance of the acquired entity. See Note 5 and Note 15 in Item 8, Financial Statements and Supplementary Data for further information.
4The amounts presented are estimates due to inherent uncertainty of tax settlements, including the ability to offset liabilities with tax loss carryforwards.

1Amounts represent maturity at book value and interest payments based on contractual obligations. We may at our option and at any time redeem all or some of any outstanding series of our senior notes reflected in this table at the redemption prices set forth in the applicable supplemental indentures under which such senior notes were issued. See Note 4 in Item 8, Financial Statements and Supplementary Data for further information.
2Non-cancellable operating lease obligations are presented net of future receipts on contractual sublease arrangements. See Note 3 in Item 8, Financial Statements and Supplementary Data for further information.
3We have structured certain acquisitions with additional contingent purchase price obligations based on factors including future performance of the acquired entity. See Note 6 and Note 16 in Item 8, Financial Statements and Supplementary Data for further information.
4The amounts presented are estimates due to inherent uncertainty of tax settlements, including the ability to offset liabilities with tax loss carryforwards.

Share Repurchase Program
In February 2018, the Board authorized a share repurchase program to repurchase from time to time up to $300.0, excluding fees, of our common stock , which was in addition to the remaining amount available to be repurchased from the $300.0 authorization made by the Board in February 2017. We may effect such repurchases through open market purchases, trading plans established in accordance with SEC rules, derivative transactions or other means. The timing and amount of the repurchases in future periods will depend on market conditions and other funding requirements.
On July 2, 2018, in connection with the announcement of the Acxiom acquisition, we announced that share repurchases will be suspended for a period of time in order to reduce the increased debt levels incurred in conjunction with the acquisition. As of December 31, 2018, $338.4, excluding fees, remains available for repurchase under the share repurchase programs. There is no expiration date associated with the share repurchase programs.


29
34



Management’s Discussion and Analysis of Financial Condition and Results of Operations - (continued)
(Amounts in Millions, Except Per Share Amounts)

As of December 31, 2020, $338.4, excluding fees, remains available for repurchase under the share repurchase programs authorized in previous years, which have no expiration date.
FINANCING AND SOURCES OF FUNDS
Substantially all of our operating cash flow is generated by our agencies. Our cash balances are held in numerous jurisdictions throughout the world, primarilyincluding at the holding company level and atlevel. Below is a summary of our largest subsidiaries.sources of liquidity.
At December 31, 2018,2020, we held $264.3$932.4 of cash, cash equivalents and marketable securities in foreign subsidiaries. The Company has historically asserted that its unremitted foreign earnings are permanently reinvested, and therefore has not recorded any incomedeferred taxes on such amounts. In lightthe second quarter of our increased debt2020, in response to changes in non-U.S. tax law, and associated servicing commitments in connection with the Acxiom Acquisitionthird quarter of 2020, in response to restructuring actions taken within foreign subsidiaries, the Company determined that was consummated on October 1,approximately $120.0 and $46.0, respectively, of undistributed foreign earnings from certain international entities were no longer subject to the permanent reinvestment assertion, of which $102.4 remains undistributed as of December 31, 2020.
During the third quarter ended September 30, 2018, the Company re-evaluated its global cash needs and as a result determined that approximately $435.0 of undistributed foreign earnings from certain international entities arewere no longer subject to the permanent reinvestment assertion.assertion, of which $173.7 remains undistributed as of December 31, 2020. We have not changed our permanent reinvestment assertion with respect to any other international entities as we intend to use the related historical earnings and profits to fund international operations and investments.

Credit AgreementsArrangements
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. The Credit Agreement is a revolving facility, expiring in October 2022,November 2024, 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 December 31, 2018,2020, there were no borrowings under the Credit Agreement; however, we had $8.5$9.0 of letters of credit under the Credit Agreement, which reduced our total availability to $1,491.5.$1,491.0.
On March 27, 2020, we entered into an agreement for a 364-Day revolving credit facility (the "364-Day Credit Facility") that matures on March 26, 2021. The 364-Day Credit Facility is a revolving facility, under which amounts borrowed by us may be repaid and reborrowed, subject to an aggregate lending limit of $500.0. The cost structure of the 364-Day Credit Agreement is based on our current credit ratings. The applicable margin for Base Rate Advances (as defined in the 364-Day Credit Facility) is 0.250%, the applicable margin for Eurodollar Rate Advances (as defined in the 364-Day Credit Facility) is 1.250%, and the facility fee payable on a lender's revolving commitment is 0.250%. In addition, the 364-Day Credit Facility includes covenants that among other things, (i) limit our liens and the liens of our consolidated subsidiaries, and (ii) limit subsidiary debt. The 364-Day Credit Facility also contains a financial covenant that requires us to maintain, on a consolidated basis as of the end of each fiscal quarter, a leverage ratio for the four quarters then ended. The leverage ratio and other covenants set forth in the 364-Day Credit Facility are equivalent to the covenants contained in the Company's existing Credit Agreement, which remains in full effect. As of December 31, 2020, there were no borrowings under the 364-Day Credit Facility.
On July 27, 2018,28, 2020, we entered into Amendment No. 1 to ourthe Credit Agreement (the "Amendment"and Amendment No. 1 to the 364-Day Credit Facility (together, the “Amendments”). The AmendmentAmendments increased the maximum leverage ratio covenant to (i) 4.00 to 1.00 for4.25x in the first, secondcase of the 364-Day Credit Facility and, third fiscal quarters ending afterin the Acxiom Closing Date, (ii) 3.75 to 1.00 for the fourth, fifth, sixth and seventh full fiscal quarters ending after the Acxiom Closing Date and (iii) 3.50 to 1.00 for the eighth full fiscal quarter ending after the Acxiom Closing Date and thereafter.
Undercase of the Credit Agreement, we can elect to receive advances bearing interest based on either(i) 4.25x through the base rate orquarter ended June 30, 2021, and (ii) 3.50x thereafter. Amendment No.1 to the Eurocurrency rate (each asCredit Agreement also increased the Applicable Margin (as defined in the Credit Agreement) plus an applicable margin that is determined based on our credit ratings. As of December 31, 2018, the applicable margin was 0.10% for base rate advances and 1.10% for Eurocurrency rate advances. 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 0.25%. We also pay a facility fee at an annual rate that is determined based on our credit ratings, which as of December 31, 2018, was 0.15% on the aggregate lending commitmentany borrowings we make under the Credit Agreement.
The tableAgreement if our long-term public debt ratings are BB+/Ba1 or below sets forthat the financial covenants in effect astime of December 31, 2018, which applyborrowing. We have the option to bothterminate Amendment No.1 to the Credit Agreement andat any time, provided that at the Term Loan Agreement.time we deliver a termination notice, the leverage ratio as of the end of the most recently ended fiscal quarter did not exceed 3.50x. The Credit Agreement reverts to its original terms on June 30, 2021, or following any such early termination, whichever is earlier. We paid amendment fees of $2.0 in connection with the Amendments.
 Four Quarters Ended  Four Quarters Ended
Financial Covenants 1
December 31, 2018 
EBITDA Reconciliation 1
December 31, 2018
Interest coverage ratio (not less than)5.00x Operating income1,110.7
Actual interest coverage ratio7.93x Add: 
Leverage ratio (not greater than)4.00x Depreciation and amortization320.7
Actual leverage ratio2.61x EBITDA$1,431.4
1The interest coverage ratio is defined as EBITDA, as defined in the Credit Agreement and the Term Loan Agreement, to net interest expense for the four quarters then ended. The leverage ratio is defined as debt as of the last day of such fiscal quarter to EBITDA for the four quarters then ended. Pursuant to Amendment No. 1 to the Credit Agreement, the maximum leverage ratio increased to 4.00x after the Acxiom Closing Date on October 1, 2018. The inclusion of Acxiom results, as required per the Credit Agreement and the Term Loan Agreement, did not impact compliance with our covenants.

As of December 31, 2018, weWe were in compliance with all of our covenants in both the Credit Agreement and the Term Loan Agreement. If we were unable to comply with our covenants364-Day Credit Facility as of December 31, 2020. The financial covenant in the future,Credit Agreement and the 364-Day Credit Facility requires that we would seek an amendment or waiver frommaintain, as of the applicable lenders, but there is no assurance that our lenders would grant an amendment or waiver. If we were unable to obtainend of each fiscal quarter, a certain leverage ratio for the necessary amendment or waiver, these facilities could be terminated and our lenders could accelerate payments of any

four quarters then ended.
30
35



Management’s Discussion and Analysis of Financial Condition and Results of Operations - (continued)
(Amounts in Millions, Except Per Share Amounts)

The table below sets forth the financial covenant in effect as of December 31, 2020.
outstanding principal. In addition, under those circumstances we could be required
Four Quarters EndedFour Quarters Ended
Financial CovenantDecember 31, 2020
Credit Agreement EBITDA Reconciliation1
December 31, 2020
Leverage ratio (not greater than) 1, 2
4.25xNet income available to IPG common stockholders$351.1 
Actual leverage ratio2.86x
Non-operating adjustments 3
237.3 
Operating income588.4 
Add:
Depreciation and amortization412.3 
Other non-cash charges reducing operating income209.9 
Credit Agreement EBITDA 1
$1,210.6 
1The leverage ratio is defined as debt as of the last day of such fiscal quarter to deposit funds with one of our lendersEBITDA (as defined in an amount equal to any outstanding letters of credit under the Credit Agreement.Agreement and the 364-Day Credit Facility) for the four quarters then ended.
2On July 28, 2020, the Amendments increased the maximum leverage ratio covenant to 4.25x in the case of the 364-Day Credit Facility and, in the case of the Credit Agreement, to (i) 4.25x through the quarter ended June 30, 2021, and (ii) 3.50x thereafter.
3Includes adjustments of the following items from our Consolidated Statement of Operations in Item 8, Financial Statements and Supplementary Data: provision for income taxes, total (expenses) and other income, equity in net income of unconsolidated affiliates, and net income attributable to noncontrolling interests.

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, 2018,2020, the Company had uncommitted lines of credit in an aggregate amount of $1,173.1,$857.6, under which we had outstanding borrowings of $73.7$48.0 classified as short-term borrowings on our Consolidated Balance Sheet. The average amount outstanding during 20182020 was $96.4,$86.5, with a weighted-average interest rate of approximately 4.5%3.6%.

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. Proceeds of the commercial paper are used for working capital and general corporate purposes, including the repayment of maturing indebtedness and other short-term liquidity needs. The maturities of the commercial paper vary but may not exceed 397 days from the date of issue. As of December 31, 2018,2020, there was no commercial paper outstanding. The average amount outstanding under the program was $648.7$105.8 in 2018,2020, with a weighted-average interest rate of 2.4%1.5% and a weighted-average maturity of twenty-twotwelve days.

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, 20182020 and 20172019 the amounts netted were $2,065.8$2,702.2 and $1,412.0,$2,274.9, respectively.


DEBT CREDIT RATINGS
Our debt credit ratings as of February 13, 201911, 2021 are listed below.
Moody’s Investors ServiceS&P Global RatingsFitch Ratings
Short-term ratingP-2A-2F2
Long-term ratingBaa2BBBBBB+
OutlookStableNegativeNegativeStableNegative
36

Management’s Discussion and Analysis of Financial Condition and Results of Operations - (continued)
(Amounts in Millions, Except Per Share Amounts)
A credit rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time by the assigning credit rating agency. The rating of each credit rating agency should be evaluated independently of any other rating. Credit ratings could have an impact on liquidity, either adverse or favorable, because, among other things, they could affect funding costs in the capital markets or otherwise. For example, our Credit Agreement and Term Loan Agreement fees and borrowing rates are based on a credit ratings grid, and our access to the commercial paper market is contingent on our maintenance of sufficient short-term debt ratings.


CRITICAL ACCOUNTING ESTIMATES
Our Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America. Preparation of the Consolidated Financial Statements and related disclosures requires us to make judgments, assumptions and estimates that affect the amounts reported and disclosed in the accompanying financial statements and footnotes. Our significant accounting policies are discussed in Note 1 to the Consolidated Financial Statements. We believe that of our significant accounting policies, the following critical accounting estimates involve management’s most difficult, subjective or complex judgments. We consider these accounting estimates to be critical because changes in the underlying assumptions or estimates have the potential to materially impact our Consolidated Financial Statements. Management has discussed with our Audit Committee the development, selection, application and disclosure of these critical accounting estimates. We regularly evaluate our judgments, assumptions and estimates based on historical experience and various other factors that we believe to be relevant under the circumstances. Actual results may differ from these estimates under different assumptions or conditions.



31

Table of Contents

Management’s Discussion and Analysis of Financial Condition and Results of Operations - (continued)
(Amounts in Millions, Except Per Share Amounts)

Revenue Recognition
Our revenues are primarily derived from the planning and execution of multi-channel advertising and communications, and marketing services, including public relations, meeting and event production, sports and entertainment marketing, corporate and brand identity, and strategic marketing consulting, and providing marketing data and technology services around the world.
Most of our client contracts are individually negotiated and, accordingly, the terms of client engagements and the basis on which we earn fees and commissions vary significantly. Our contracts generally provide for termination by either party on relatively short notice, usually 30 to 90 days.days, although our data management contracts typically have non-cancelable terms of more than one year. Our payment terms vary by client, and the time between invoicing date and due date is typically not significant. We generally have the legally enforceable right to payment for all services provided through the end of the contract or termination date.
Effective January 1, 2018, we adopted Accounting Standards Codification Topic 606, Revenue from Contracts with Customers, ("ASC 606") using the full retrospective transition method. Under this method, we revised our consolidated financial statements for the years ended December 31, 2016 and 2017, and applicable interim periods within the year ended December 31, 2017, as if ASC 606 had been effective for those periods. ASC 606 applies to all contracts with customers, except for contracts that are within the scope of other standards. We recognize revenue when we determine our customer obtains control of promised goods or services, in an amount that reflects the consideration which we expect to receive in exchange for those goods or services. To determine revenue recognition, we perform the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue as or when we satisfy the performance obligation. We only apply the five-step model to contracts when it is probable that IPG will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, we assess the goods or services promised within each contract and determine those that are distinct performance obligations. We then assess whether we act as an agent or a principal for each identified performance obligation and include revenue within the transaction price for third-party costs when we determine that we act as principal.
Net revenue, primarily consisting of fees, commissions and performance incentives, represents the amount of our gross billings excluding billable expenses charged to a client. Generally, our compensation is based on a negotiated fixed price, rate per hour, a retainer, commission or commission.volume. The majority of our fees are recognized over time as services are performed, either utilizing a function of hours incurred and rates per hour, as compared to periodically updated estimates to complete.complete, or ratably over the term of the contract. For certain less-frequent commission-based contracts which contain clauses allowing our clients to terminate the arrangement at any time for no compensation, revenue is recognized at a point in time, typically the date of broadcast or publication.
Contractual arrangements with clients may also include performance incentive provisions designed to link a portion of our revenue to our performance relative to mutually agreed-upon qualitative and/or quantitative metrics. Performance incentives are treated as variable consideration which is estimated at contract inception and included in revenue based on the most likely amount earned out of a range of potential outcomes. Our estimates are based on a combination of historical award experience, anticipated performance and our best judgment. These estimates are updated on a periodic basis and are not expected to result in a reversal of a significant amount of the cumulative revenue recognized.
37

Management’s Discussion and Analysis of Financial Condition and Results of Operations - (continued)
(Amounts in Millions, Except Per Share Amounts)
The predominant component of billable expenses are third-party vendor costs incurred for performance obligations where we have determined that we are acting as principal. These third-party expenses are generally billed back to our clients. Billable expenses also includes incidental costs incurred in the performance of our services including airfare, mileage, hotel stays, out-of-town meals and telecommunication charges. We record these billable expenses within total revenue with a corresponding offset to operating expenses.
In international markets, we may receive rebates or credits from vendors based on transactions entered into on behalf of clients. Rebates and credits are remitted back to our clients in accordance with our contractual requirements or may be retained by us based on the terms of a particular client contract and local law. Amounts owed back to clients are recorded as a liability and amounts retained by us are recorded as revenue when earned.
In certain international markets, our media contracts may allow clients to terminate our arrangement at any time for no compensation to the extent that media has not yet run. For those contracts, we do not recognize revenue until the media runs which is the point in time at which we have a legally enforceable right to compensation.
Performance Obligations
Our client contracts may include various goods and services that are capable of being distinct, are distinct within the context of the contract and are therefore accounted for as separate performance obligations. We allocate revenue to each performance obligation in the contract at inception based on its relative standalone selling price.

32

Table of Contents

Management’s Discussion and Analysis of Financial Condition and Results of Operations - (continued)
(Amounts in Millions, Except Per Share Amounts)

Our advertising businesses include a wide range of services that involve the creation of an advertising idea, concept, campaign, or marketing strategy in order to promote the client’s brand ("creative services"), and to act as an agent to facilitate the production of advertisements by third-party suppliers ("production services”). Our clients can contract us to perform one or both of these services, as they can derive stand-alone benefit from each. Production services can include formatting creative material for different media and communication mediums including digital, large-scale reproduction such as printing and adaptation services, talent engagement and acquisition, television and radio production, and outdoor billboard production. Our contracts that include both services are typically explicit in the description of which activities constitute the creative advertising services and those that constitute the production services. Both the creative and production services are sold separately, the client can derive utility from each service on its own, we do not provide a significant service of integrating these activities into a bundle, the services do not significantly modify one another, and the services are not highly interrelated or interdependent. As such, we typically identify two performance obligations in the assessment of our advertising contracts.
Our media businesses include services to formulate strategic media plans ("media planning services") and to act as an agent to purchase media (e.g., television and radio spots, outdoor advertising, digital banners, etc.) from vendors on theirour clients' behalf ("media buying services"). Our contracts that include both services are typically explicit in the description of which activities constitute the planning services and those that constitute the buying services. Both the planning and buying services are sold separately, the client can derive utility from each service on its own, we do not provide a significant service of integrating these activities into a bundle, the services do not significantly modify one another, and the services are not highly interrelated or interdependent..interdependent. As such, we typically identify two performance obligations in the assessment of our media contracts.
Our events businesses include creative services related to the conception and planning of custom marketing events as well as activation services which entail the carrying out of the event, including, but not limited to, set-up, design and staffing. Additionally, our public relations businesses include a broad range of services, such as strategic planning, social media strategy and the monitoring and development of communication strategies, among others. While our contracts in these businesses may include some or all of these services, we typically identify only one performance obligation in the assessment of our events and public relations contracts as we provide a significant service of integrating the individual services into a combined service for which the customer has contracted.
Our data and technology services businesses include data management, data and data strategy, identity resolution, and measurement and analytics products and services. While our contracts in these businesses may include some or all of these services, we typically identify each product and service as an individual performance obligation.
Principal vs. Agent
When a third-party is involved in the delivery of our services to the client, we assess whether or not we are acting as a principal or an agent in the arrangement. The assessment is based on whether we control the specified services at any time before they are transferred to the customer. We have determined that in our events and public relations businesses, we generally act as a principal as our agencies provide a significant service of integrating goods or services provided by third parties into the specified deliverable to our clients. In addition, we have determined that we are responsible for the performance of the third-party suppliers, which are combined with our own services, before transferring those services to the customer. In addition, weWe have also determined that we act as principal when providing creative services and media planning services, as we perform a significant
38

Management’s Discussion and Analysis of Financial Condition and Results of Operations - (continued)
(Amounts in Millions, Except Per Share Amounts)
integration service in these transactions. For performance obligations in which we act as principal, we record the gross amount billed to the customer within total revenue and the related incremental direct costs incurred as billable expenses.
When a third-party is involved in the production of an advertising campaign and for media buying services, we have determined that we act as the agent and are solely arranging for the third-party suppliers to provide services to the customer. Specifically, we do not control the specified services before transferring those services to the customer, we are not primarily responsible for the performance of the third-party services, nor can we redirect those services to fulfill any other contracts. We do not have inventory risk or discretion in establishing pricing in our contracts with customers. For performance obligations for which we act as the agent, we record our revenue as the net amount of our gross billings less amounts remitted to third parties.


Income Taxes
The provision for income taxes includes U.S. federal, state, local and foreign taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences of temporary differences between the financial statement carrying amounts and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which the temporary differences are expected to be reversed. Changes to enacted tax rates would result in either increases or decreases in the provision for income taxes in the period of change.
We are required to evaluate the realizability of our deferred tax assets, which is primarily dependent on future earnings. A valuation allowance shall be recognized when, based on available evidence, it is “more likely than not” that all or a portion of the deferred tax assets will not be realized. The factors used in assessing valuation allowances include all available evidence, such as past operating results, estimates of future taxable income and the feasibility of tax planning strategies. In circumstances where there is negative evidence, establishment of a valuation allowance must be considered. We believe that cumulative losses in the

33

Table of Contents

Management’s Discussion and Analysis of Financial Condition and Results of Operations - (continued)
(Amounts in Millions, Except Per Share Amounts)

most recent three-year period represent significant negative evidence when evaluating a decision to establish a valuation allowance. Conversely, a pattern of sustained profitability represents significant positive evidence when evaluating a decision to reverse a valuation allowance. Further, in those cases where a pattern of sustained profitability exists, projected future taxable income may also represent positive evidence, to the extent that such projections are determined to be reliable given the current economic environment. Accordingly, the increase and decrease of valuation allowances has had and could have a significant negative or positive impact on our current and future earnings.
The authoritative guidance for uncertainty in income taxes prescribes a recognition threshold and measurement criteria for the financial statement reporting of a tax position that an entity takes or expects to take in a tax return. Additionally, guidance is provided for de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. The assessment of recognition and measurement requires critical estimates and the use of complex judgments. We evaluate our tax positions using the “more likely than not” recognition threshold and then apply a measurement assessment to those positions that meet the recognition threshold. We have established tax reserves that we believe to be adequate in relation to the potential for additional assessments in each of the jurisdictions in which we are subject to taxation. We regularly assess the likelihood of additional tax assessments in those jurisdictions and adjust our reserves as additional information or events require.


Goodwill and Other Intangible Assets
We account for our business combinations using the acquisition accounting method, which requires us to determine the fair value of net assets acquired and the related goodwill and other intangible assets. Determining the fair value of assets acquired and liabilities assumed requires management's judgment and involves the use of significant estimates, including projections of future cash inflows and outflows, discount rates, asset lives and market multiples. Considering the characteristics of advertising, specialized marketing and communication services companies, our acquisitions usually do not have significant amounts of tangible assets, as the principal asset we typically acquire is creative talent. As a result, a substantial portion of the purchase price is allocated to goodwill and other intangible assets.
We review goodwill and other intangible assets with indefinite lives not subject to amortization as of October 1st each year and whenever events or significant changes in circumstances indicate that the carrying value may not be recoverable. We evaluate the recoverability of goodwill at a reporting unit level. We have 1312 reporting units that were subject to the 20182020 annual impairment testing. Our annual impairment review as of October 1, 20182020 did not result in an impairment charge at any of our reporting units.
In performing our annual impairment review, we first assess qualitative factors to determine whether it is “more likely than not” that the goodwill or indefinite-lived intangible assets are impaired. Qualitative factors to consider may include macroeconomic conditions, industry and market considerations, cost factors that may have a negative effect on earnings, financial performance, and other relevant entity-specific events such as changes in management, key personnel, strategy or clients, as well as pending litigation. If, after assessing the totality of events or circumstances such as those described above, an entity determines that it is "more likely than not" that the goodwill or indefinite-lived intangible asset is impaired, then the
39

Management’s Discussion and Analysis of Financial Condition and Results of Operations - (continued)
(Amounts in Millions, Except Per Share Amounts)
entity is required to determine the fair value and perform the quantitative impairment test by comparing the fair value with the carrying value. Otherwise, no additional testing is required.
For reporting units not included in the qualitative assessment, or for any reporting units identified in the qualitative assessment as "more likely than not" that the fair value is less than its carrying value, a quantitative impairment test is performed. For our annual impairment test, we compare the respective fair value of our reporting units' equity to the carrying value of their net assets. The sum of the fair values of all our reporting units is reconciled to our current market capitalization plus an estimated control premium. Goodwill allocated to a reporting unit whose fair value is equal to or greater than its carrying value is not impaired, and no further testing is required. Should the carrying amount for a reporting unit exceed its fair value, then the quantitative impairment test is failed, and impaired goodwill is written down to its fair value with a charge to expense in the period the impairment is identified.
For our 2018both the 2020 and 20172019 annual impairment tests, we performed a qualitative impairment assessment for ten and eightseven reporting units and performed the quantitative impairment test for three and threefive reporting units, respectively.units. For the qualitative analysis we took into consideration all the relevant events and circumstances, including financial performance, macroeconomic conditions and entity-specific factors such as client wins and losses. Based on this assessment, we have concluded that for each of our reporting units subject to the qualitative assessment, it is not “more likely than not” that its fair value was less than its carrying value; therefore, no additional testing was required.
The 20182020 and 20172019 fair values of reporting units for which we performed quantitative impairment tests were estimated using a combination of the income approach, which incorporates the use of the discounted cash flow method, and the market approach, which incorporates the use of earnings and revenue multiples based on market data. We generally applied an equal weighting to the income and market approaches for our analysis. For the income approach, we used projections, which require the use of significant estimates and assumptions specific to the reporting unit as well as those based on general economic conditions. Factors

34

Table of Contents

Management’s Discussion and Analysis of Financial Condition and Results of Operations - (continued)
(Amounts in Millions, Except Per Share Amounts)

specific to each reporting unit include revenue growth, profit margins, terminal value growth rates, capital expenditures projections, assumed tax rates, discount rates and other assumptions deemed reasonable by management. For the market approach, we used judgment in identifying the relevant comparable-company market multiples.
These estimates and assumptions may vary between each reporting unit depending on the facts and circumstances specific to that reporting unit. The discount rate for each reporting unit is influenced by general market conditions as well as factors specific to the reporting unit. For the 20182020 test, the discount rate we used for our reporting units tested ranged between 11.0% and 12.0%13.0%, and the terminal value growth rate was 3.0%. The terminal value growth rate represents the expected long-term growth rate for the advertising and marketing servicesour industry, incorporatingwhich incorporates the type of services theeach reporting unit provides andas well as the global economy. For the 20182020 test, the revenue growth rates for our reporting units used in our analysis were generally between 3.0% and 5.0%8.0%. Factors influencing the revenue growth rates include the nature of the services the reporting unit provides for its clients, the geographic locations in which the reporting unit conducts business and the maturity of the reporting unit. We believe that the estimates and assumptions we made are reasonable, but they are susceptible to change from period to period. Actual results of operations, cash flows and other factors will likely differ from the estimates used in our valuation, and it is possible that differences and changes could be material. A deterioration in profitability, adverse market conditions, significant client losses, changes in spending levels of our existing clients or a different economic outlook than currently estimated by management could have a significant impact on the estimated fair value of our reporting units and could result in an impairment charge in the future.
We also perform a sensitivity analysis to detail the impact that changes in assumptions may have on the outcome of the first step of the impairment test. Our sensitivity analysis provides a range of fair value for each reporting unit, where the low end of the range increases discount rates by 0.5%, and the high end of the range decreases discount rates by 0.5%. We use the average of our fair values for purposes of our comparison between carrying value and fair value for the quantitative impairment test.
The table below displays the midpoint of the fair value range for each reporting unit tested in the 20182020 and 20172019 annual impairment tests, indicating that the fair value exceeded the carrying value for all reporting units by greater than 20%, except for reporting unit B in 2020 whose fair value exceeded its carrying value by more than 15.0%.
40

Management’s Discussion and Analysis of Financial Condition and Results of Operations - (continued)
(Amounts in Millions, Except Per Share Amounts)
 2018 Impairment Test 2017 Impairment Test2020 Impairment Test2019 Impairment Test
Reporting Unit Goodwill Fair value exceeds carrying value by: Reporting Unit Goodwill Fair value exceeds carrying value by:Reporting UnitGoodwillFair value exceeds carrying value by:Reporting UnitGoodwillFair value exceeds carrying value by:
A $462.1
 > 40% A $340.7
 > 85%A$536.5 > 20%A$533.5 > 20%
B $638.5
 > 280% B $209.1
 > 30%B$209.1 > 15%B$209.1 > 30%
C $182.1
 > 20% C $66.8
 > 75%C$72.4 > 175%C$182.1 > 25%
DD$681.0 > 35%D$668.5 > 45%
EE$66.8 > 110%E$1,216.8 > 205%
Based on the analysis described above, for the reporting units for which we performed the quantitative impairment test, we concluded that our goodwill was not impaired as of October 1, 2018,2020, because these reporting units passed the test as the fair values of each of the reporting units were substantially in excess of their respective net book values.
We review intangible assets with definite lives subject to amortization whenever events or circumstances indicate that a carrying amount of an asset may not be recoverable. Recoverability of these assets is determined by comparing the carrying value of these assets to the estimated undiscounted future cash flows expected to be generated by these asset groups. These asset groups are impaired when their carrying value exceeds their fair value. Impaired intangible assets with definite lives subject to amortization are written down to their fair value with a charge to expense in the period the impairment is identified. Intangible assets with definite lives are amortized on a straight-line basis with estimated useful lives generally between 7 and 15 years. Events or circumstances that might require impairment testing include the loss of a significant client, the identification of other impaired assets within a reporting unit, loss of key personnel, the disposition of a significant portion of a reporting unit, significant decline in stock price or a significant adverse change in business climate or regulations.


Pension and Postretirement Benefit Plans
We use various actuarial assumptions in determining our net pension and postretirement benefit costs and obligations. Management is required to make significant judgments about a number of actuarial assumptions, including discount rates and expected returns on plan assets, which are updated annually or more frequently with the occurrence of significant events.
The discount rate is a significant assumption that impacts our net pension and postretirement benefit costs and obligations. We determine our discount rates for our domestic pension and postretirement benefit plans and significant foreign pension plans based on either a bond selection/settlement approach or bond yield curve approach. Using the bond selection/settlement approach, we determine the discount rate by selecting a portfolio of corporate bonds appropriate to provide for the projected benefit payments. Using the bond yield curve approach, we determine the discount rate by matching the plans' cash flows to spot rates developed from a yield curve. Both approaches utilize high-quality AA-rated corporate bonds and the plans' projected cash flows to develop a discounted value of the benefit payments, which is then used to develop a single discount rate. In countries where markets for

35

Table of Contents

Management’s Discussion and Analysis of Financial Condition and Results of Operations - (continued)
(Amounts in Millions, Except Per Share Amounts)

high-quality long-term AA corporate bonds are not well developed, a portfolio of long-term government bonds is used as a basis to develop hypothetical corporate bond yields, which serve as a basis to derive the discount rate.
The discount rate used to calculate net pension and postretirement benefit costs is determined at the beginning of each year. For the year ended December 31, 2018,2020, discount rates of 3.70%3.35% for the domestic pension plan and 3.65%3.25% for the domestic postretirement benefit plan and a weighted-average discount rate of 2.36%1.84% for the significant foreign pension plans were used to calculate 20182020 net pension and postretirement benefit costs. A 25 basis-point increase or decrease in the discount rate would not have decreased or increasedimpacted the 20182020 net pension and postretirement benefit cost by $0.1 and $0.2, respectively.cost.
The discountdiscount rate used to measure our benefit obligations is determined at the end of each year. As of December 31, 2018,2020, we used discount rates of 4.35%2.60% for the domestic pension plan and 4.30%2.50% for the domestic postretirement benefit plan and a weighted-average discount rate of 2.61%1.35% for our significant foreign pension plans to measure our benefit obligations. A 25 basis-point increase or decrease in the discount rate would have decreased or increased the benefit obligation as of December 31, 2018 benefit obligation2020 by approximately $22.0$28.0 and $23.0,$30.0, respectively.
The expected rate of return on pension plan assets is another significant assumption that impacts our net pension cost and is determined at the beginning of the year. Our expected rate of return considers asset class index returns over various market and economic conditions, current and expected market conditions, risk premiums associated with asset classes and long-term inflation rates. We determine both a short-term and long-term view and then select a long-term rate of return assumption that matches the duration of our liabilities.
For 2018,2020, the weighted-average expected rates of return of 7.00%of 6.00% and 4.70% were used in the calculation of net pension costs for the domestic and significant foreign pension plans, respectively. For 2019,2021, we plan to use expected rates of return of 7.00%5.75% and 4.76%4.47% for the domestic and significant foreign pension plans, respectively. Changes in the rates are typically due to
41

Management’s Discussion and Analysis of Financial Condition and Results of Operations - (continued)
(Amounts in Millions, Except Per Share Amounts)
lower or higher expected future returns based on the mix of assets held. A lower expected rate of return would increase our net pension cost. A 25 basis-point increase or decrease in the expected return on plan assets would have decreased or increased the 20182020 net pension cost by approximately $1.0.


RECENT ACCOUNTING STANDARDS
See Note 1617 in Item 8, Financial Statements and Supplementary Data for further information on certain accounting standards that have been adopted during 20182020 or that have not yet been required to be implemented and may be applicable to our future operations.


NON-GAAP FINANCIAL MEASURE
This MD&A includes both financial measures in accordance with U.S. GAAP, as well as a non-GAAP financial measure. The non-GAAP financial measure representsrepresents Net Income Available to IPG Common Stockholder Stockholder before Provision for Incomes taxes,Income Taxes, Total (Expenses) and Other Income, EquityIncome, Equity in Net Income (Loss) Income of Unconsolidated Affiliates,Affiliates, Net Income Attributable to Noncontrolling Interests and Amortization of Acquired Intangibles which we refer to as “EBITA”“Adjusted EBITA”.
Adjusted EBITA should be viewed as supplemental to, and not as an alternative for Net Income Available to IPG Common Stockholders calculated in accordance with U.S. GAAP ("net income") or operating income calculated in accordance with U.S. GAAP ("operating income"). This section also includes reconciliation of this non-GAAP financial measure to the most directly comparable U.S. GAAP financial measures, as presented below.
Adjusted EBITA is used by our management as an additional measure of our Company’s performance for purposes of business decision-making, including developing budgets, managing expenditures, and evaluating potential acquisitions or divestitures. Period-to-period comparisons of Adjusted EBITA help our management identify additional trends in our company’sCompany’s financial results that may not be shown solely by period-to-period comparisons of net income or operating income. In addition, we may use Adjusted EBITA in the incentive compensation programs applicable to some of our employees in order to evaluate our Company’s performance. Our management recognizes that Adjusted EBITA has inherent limitations because of the excluded items, particularly those items that are recurring in nature. Management also reviews operationoperating income and net income as well as the specific items that are excluded from Adjusted EBITA, but included in net income or operating income, as well as trends in those items. The amounts of those items are set forth, for the applicable periods, in the reconciliation of Adjusted EBITA to net income that accompany our disclosure documents containing non-GAAP financial measures, including the reconciliations contained in this MD&A.
We believe that the presentation of Adjusted EBITA is useful to investors in their analysis of our results for reasons similar to the reasons why our management finds it useful and because it helps facilitate investor understanding of decisions made by management in light of the performance metrics used in making those decisions. In addition, as more fully described below, we believe that providing Adjusted EBITA, together with a reconciliation of this non-GAAP financial measure to net income, helps investors

36

Table of Contents

Management’s Discussion and Analysis of Financial Condition and Results of Operations - (continued)
(Amounts in Millions, Except Per Share Amounts)

make comparisons between our Company and other companies that may have different capital structures, different effective income tax rates and tax attributes, different capitalized asset values and/or different forms of employee compensation. However, Adjusted EBITA is intended to provide a supplemental way of comparing our Company with other public companies and is not intended as a substitute for comparisons based on net income or operating income. In making any comparisons to other companies, investors need to be aware that companies may use different non-GAAP measures to evaluate their financial performance. Investors should pay close attention to the specific definition being used and to the reconciliation between such measures and the corresponding U.S. GAAP measures provided by each company under the applicable rules of the U.S. Securities and Exchange Commission.
The following is an explanation of the items excluded by us from Adjusted EBITA but included in net income:
 
•Total (Expense) and Other Income, Provision for Income Taxes, Equity in Net Income (Loss) Income of Unconsolidated Affiliates and Net Income Attributable to NoncontollingNoncontrolling Interests. We exclude these items (i) because these items are not directly attributable to the performance of our business operations and, accordingly, their exclusion assists management and investors in making period-to-period comparisons of operating performance and (ii) to assist management and investors in making comparisons to companies with different capital structures. Investors should note that these items will recur in future periods.


•Amortization of Acquired Intangibles. Amortization of acquired intangibles is a non-cash expense relating to intangible assets arising from acquisitions that are expensed on a straight-line basis over the estimated useful life of the related assets. We exclude amortization of acquired intangibles because we believe that (i) the amount of such expenses in any specific period may not directly correlate to the underlying performance of our business operations
42

Management’s Discussion and Analysis of Financial Condition and Results of Operations - (continued)
(Amounts in Millions, Except Per Share Amounts)
and (ii) such expenses can vary significantly between periods as a result of new acquisitions and full amortization of previously acquired intangible assets. Accordingly, we believe that this exclusion assists management and investors in making period-to-period comparisons of operating performance. Investors should note that the use of acquired intangible assets contributed to revenue in the periods presented and will contribute to future revenue generation and should also note that such expense may recur in future periods.
The following table presents the reconciliation of Net Income Available to IPG Common Stockholders to Adjusted EBITA for the years ended December 31, 2018, 20172020, 2019 and 2016.2018.
 Twelve Months Ended December 31,
 2018 2017 2016
      
Net Revenue$8,031.6
 $7,473.5
 $7,452.3
      
EBITA Reconciliation:     
Net Income Available to IPG Common Stockholders 1
$618.9
 $554.4
 $605.0
      
Add Back:     
Provision for Income Taxes199.2
 271.3
 196.9
Subtract:     
Total (Expenses) and Other Income(170.8) (97.6) (110.8)
Equity in Net (Loss) Income of Unconsolidated Affiliates(1.1) 0.9
 0.3
Net Income Attributable to Noncontrolling Interests(18.8) (16.0) (24.0)
Operating Income 1
1,008.8
 938.4
 936.4
      
Add Back:     
Amortization of Acquired Intangibles37.6
 21.1
 21.9
      
EBITA 1
1,046.4
 959.5
 958.3
EBITA Margin on Net Revenue 1
13.0% 12.8% 12.9%
Years ended December 31,
202020192018
Net Revenue$8,064.5 $8,625.1 $8,031.6 
Adjusted EBITA Reconciliation:
Net Income Available to IPG Common Stockholders 1
$351.1 $656.0 $618.9 
Add Back:
Provision for Income Taxes8.0 204.8 199.2 
Subtract:
Total (Expenses) and Other Income(227.1)(207.7)(170.8)
Equity in Net Income (Loss) of Unconsolidated Affiliates0.9 0.4 (1.1)
Net Income Attributable to Noncontrolling Interests(3.1)(17.9)(18.8)
Operating Income 1
588.4 1,086.0 1,008.8 
Add Back:
Amortization of Acquired Intangibles85.9 86.0 37.6 
Adjusted EBITA 1
$674.3 $1,172.0 $1,046.4 
Adjusted EBITA Margin on Net Revenue 1
8.4 %13.6 %13.0 %
1In 2018, calculations include transaction costs of $35.0 related to the Acxiom Acquisition.

1Calculations include restructuring charges of $413.8 in 2020 and $33.9 and 2019 and transaction costs of $35.0 related to the Acxiom acquisition in 2018.




37
43



Item 7A.Quantitative and Qualitative Disclosures About Market Risk
(Amounts in millions)
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.


Interest Rates
Our exposure to market risk for changes in interest rates relates primarily to the fair market value and cash flows of our debt obligations. The majority of our debt (approximately 86% and 94%97% as of both December 31, 20182020 and 2017,2019, respectively) bears interest at fixed rates. We do have debt with variable interest rates, but a 10% increase or decrease in interest rates would not be material to our interest expense or cash flows. The fair market value of our debt is sensitive to changes in interest rates, and the impact of a 10% change in interest rates is summarized below.
 
Increase/(Decrease)
in Fair Market Value
As of December 31,
10% Increase
in Interest Rates
 
10% Decrease
in Interest Rates
2018$(91.3) $82.5
2017(20.2) 20.6
We have used interest rate swaps for risk management purposes to manage our exposure to changes in interest rates. We did not have any interest rate swaps outstanding as of December 31, 2018.
 Increase/(Decrease)
in Fair Market Value
As of December 31,10% Increase
in Interest Rates		10% Decrease
in Interest Rates
2020$(70.5)$45.4 
2019(61.3)65.2 
We had $673.5$2,510.9 of cash, cash equivalents and marketable securities as of December 31, 20182020 that we generally invest in conservative, short-term bank deposits or securities. The interest income generated primarily from these investments is subject to both domestic and foreign interest rate movements. During 20182020 and 2017,2019, we had interest income of $21.8$29.5 and $19.4,$34.5, respectively. Based on our 20182020 results, a 100 basis-point increase or decrease in interest rates would affect our interest income by approximately $6.7,$25.1, assuming that all cash, cash equivalents and marketable securities are impacted in the same manner and balances remain constant from year-end 20182020 levels.


Foreign Currency Rates
We are subject to translation and transaction risks related to changes in foreign currency exchange rates. Since we report revenues and expenses in U.S. Dollars, changes in exchange rates may either positively or negatively affect our consolidated revenues and expenses (as expressed in U.S. Dollars) from foreign operations. The foreign currencies that most favorably impacted our results during the year ended December 31, 2018 were the Euro and British Pound Sterling. The foreign currencies that most adversely impacted our results during the year ended December 31, of 20182020 were the Brazilian Real and Argentine Peso and Brazilian Real.Peso. Based on 20182020 exchange rates and operating results, if the U.S. Dollar were to strengthen or weaken by 10%, we currently estimate operating income would decrease or increase approximately 4%2%, assuming that all currencies are impacted in the same manner and our international revenue and expenses remain constant at 20182020 levels.
The functional currency of our foreign operations is generally their respective local currency. Assets and liabilities are translated at the exchange rates in effect at the balance sheet date, and revenues and expenses are translated at the average exchange rates during the period presented. The resulting translation adjustments are recorded as a component of accumulated other comprehensive loss, net of tax, in the stockholders’ equity section of our Consolidated Balance Sheets. Our foreign subsidiaries generally collect revenues and pay expenses in their functional currency, mitigating transaction risk. However, certain subsidiaries may enter into transactions in currencies other than their functional currency. Assets and liabilities denominated in currencies other than the functional currency are susceptible to movements in foreign currency until final settlement. Currency transaction gains or losses primarily arising from transactions in currencies other than the functional currency are included in office and generalother direct expenses. We regularly review our foreign exchange exposures that may have a material impact on our business and from time to time use foreign currency forward exchange contracts or other derivative financial instruments, designated as fair value hedges or net investment hedges, to hedge the effects of potential adverse fluctuations in foreign currency exchange rates arising from these exposures. We do not enter into foreign exchange contracts or other derivatives for speculative purposes.
We monitor the currencies of countries in which we operate in order to determine if the country should be considered a highly inflationary environment. A currency is determined to be highly inflationary when there is cumulative inflation of approximately 100% or more over a three-year period. If this occurs the functional currency of that country would beis changed to our reporting currency, the U.S. Dollar, and foreign exchange gains or losses would beare recognized on all monetary transactions, assets and liabilities denominated in currencies other than the U.S. Dollar until the currency is no longer considered highly inflationary.

3844





Credit and Market Risks
Balance sheet items that potentially subject us to concentrations of credit risk are primarily cash and cash equivalents, short-term marketable securities, accounts receivable and accounts receivable billable to clients. We invest our cash primarily in investment-grade, short-term securities and bank deposits and limit the amount of credit exposure to any one counterparty. Concentrations of credit risk with respect to accounts receivable are mitigated by our large number of clients and their dispersion across different industries and geographic areas. We perform ongoing credit evaluations on a large number of our clients and maintain an allowance for doubtful accountsexpected credit losses based upon the expected collectability of all accounts receivable.
Our pension plan assets are also exposed to market risk. The fair value of our pension plan assets may appreciate or depreciate during the year, which can result in lower or higher pension expense and funding requirements in future periods.



39
45



Item 8.Financial Statements and Supplementary Data
INDEX
INDEX
Page
4147
4350
4451
4552
4653
4754
4956
4956
2.   Revenue
5462
3.   Leases
64
6165
4.   5.   Earnings Per Share
6369
5.   6.   Acquisitions
6469
6572
67
8.   Goodwill and Other Intangible Assets
6974
7075
10. Accumulated Other Comprehensive Loss, Net of Tax
7479
80
7480
7783
7985
8390
8692
8793
8994
9095

46
40



Report of Independent Registered Public Accounting Firm


To the Board of Directors and Stockholders of The Interpublic Group of Companies, Inc.
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of The Interpublic Group of Companies, Inc. and its subsidiaries (the “Company”) as of December 31, 20182020 and 2017,2019, and the related consolidated statements of operations, comprehensive income, stockholders’ equity and cash flows for each of the three years in the periodsperiod ended December 31, 2018,2020, including the related notes (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2018,2020, based on criteria established in Internal Control - Integrated Framework(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 20182020 and 2017,2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 20182020 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2018,2020, based on criteria established in Internal Control - Integrated Framework(2013) issued by the COSO.

Change in Accounting Principle

As discussed in Note 21 to the consolidated financial statements, the Company changed the manner in which it accounts for revenues from contracts with customersleases in 2018.

2019.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

As described in Management’s Report on Internal Control over Financial Reporting, management has excluded Acxiom LLC from its assessment of internal control over financial reporting as of December 31, 2018 because it was acquired by the Company in a purchase business combination during 2018. We have also excluded Acxiom LLC from our audit of internal control over financial reporting. Acxiom LLC is a wholly-owned subsidiary whose total assets and total revenues excluded from management’s assessment and our audit of internal control over financial reporting represent 2.2% and 1.9%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2018.

Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain

41


to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

47

Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Quantitative Goodwill Impairment Assessment for Reporting Units A and B
As described in Notes 1 and 8 to the consolidated financial statements, the Company’s consolidated goodwill balance was $4.9 billion as of December 31, 2020, and as disclosed by the Company, the goodwill associated with reporting units A and B was $536.5 million, and $209.1 million, respectively. The fair value of reporting units for which management performed quantitative impairment tests were estimated using a combination of the income approach, which incorporates the use of the discounted cash flow method, and the market approach, which incorporates the use of earnings and revenue multiples based on market data. As disclosed by management, an equal weighting was applied to the income and market approaches for management’s analysis. For the income approach, management used projections, which require the use of significant estimates and assumptions specific to the reporting unit as well as those based on general economic conditions. Factors specific to each reporting unit include revenue growth, profit margins, terminal value growth rates, capital expenditure projections, assumed tax rates, discount rates and other assumptions deemed reasonable by management. For the market approach, management used judgment in identifying the relevant comparable company market multiples.
The principal considerations for our determination that performing procedures relating to the quantitative goodwill impairment assessment for reporting units A and B is a critical audit matter are (i) the significant judgment by management when developing the fair value measurement of the reporting units; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to revenue growth, profit margins, terminal value growth rates, discount rates, and comparable company market multiples; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s quantitative annual goodwill impairment assessment, including controls over the valuation of the Company’s reporting units. These procedures also included, among others, testing management’s process for developing the fair value estimates of the A and B reporting units, evaluating the appropriateness of the discounted cash flow method and market approach, testing the completeness and accuracy of underlying data used in the estimates, and evaluating the significant assumptions used by management related to revenue growth, profit margins, terminal value growth rates, discount rates, and comparable company market multiples. Evaluating management’s assumptions related to revenue growth, profit margins, and the terminal value growth rates involved evaluating whether the assumptions used by management were reasonable considering the current and past performance of the reporting units, the consistency with external market and industry data and whether these assumptions were consistent with evidence obtained in other areas of the audit. Professionals with specialized skill and knowledge were used to assist in the evaluation of the Company’s discounted cash flow method and market approach, the discount rates and comparable company market multiples.
Unrecognized Tax Benefits
As described in Notes 1 and 9 to the consolidated financial statements, the Company has recorded liabilities for unrecognized tax benefits of $217.6 million as of December 31, 2020. Various years of the Company’s income tax filings are currently under examination by tax authorities in the U.S., in various countries, and in various states, such as New York, in which the Company has significant business operations. As disclosed by management, the assessment of recognition and measurement requires critical estimates and the use of complex judgments. Management evaluates the tax positions using the “more likely than not” recognition threshold and then applies a measurement assessment to those positions that meet the recognition threshold. Management establishes tax reserves considering the potential for additional assessments in each of the jurisdictions in which the Company is subject to taxation. Management assesses the likelihood of additional tax assessments in those jurisdictions and adjusts reserves as additional information or events require.
The principal considerations for our determination that performing procedures relating to unrecognized tax benefits is a critical audit matter are (i) the significant judgment by management when determining unrecognized tax benefits as a result of applying complex tax laws to the Company’s multi-national operations; (ii) significant auditor judgment, effort, and subjectivity in performing procedures to evaluate the timely identification and accurate measurement of unrecognized tax benefits; and (iii) the evaluation of audit evidence available to support the tax liabilities for unrecognized tax benefits is complex and resulted in significant auditor judgment as the nature of the evidence is often subjective.
48

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the identification and recognition of the liability for unrecognized tax benefits, and controls addressing completeness of the unrecognized tax benefits, as well as controls over measurement of the liability. These procedures also included, among others, (i) testing the information used in the calculation of the liability for unrecognized tax benefits, including international, federal, and state filing positions, and the related final tax returns; (ii) testing the calculation of the liability for unrecognized tax benefits by jurisdiction, including management’s assessment of the technical merits of tax positions and estimates of the amount of tax benefit expected to be sustained; (iii) testing the completeness of management’s assessment of both the identification of unrecognized tax benefits and possible outcomes of each unrecognized tax benefit; and (iv) evaluating the status and results of income tax audits with the relevant tax authorities.


/s/ PricewaterhouseCoopers LLP
New York, NYNew York
February 25, 201922, 2021
We have served as the Company's auditor since 1952.

49
42



THE INTERPUBLIC GROUP OF COMPANIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts in Millions, Except Per Share Amounts)
 Years ended December 31,
 202020192018
REVENUE:
Net revenue$8,064.5 $8,625.1 $8,031.6 
Billable expenses996.5 1,596.2 1,682.8 
Total revenue9,061.0 10,221.3 9,714.4 
OPERATING EXPENSES:
Salaries and related expenses5,345.0 5,568.8 5,298.3 
Office and other direct expenses1,367.9 1,564.1 1,355.1 
Billable expenses996.5 1,596.2 1,682.8 
Cost of services7,709.4 8,729.1 8,336.2 
Selling, general and administrative expenses58.8 93.8 166.5 
Depreciation and amortization290.6 278.5 202.9 
Restructuring charges413.8 33.9 0.0 
Total operating expenses8,472.6 9,135.3 8,705.6 
OPERATING INCOME588.4 1,086.0 1,008.8 
EXPENSES AND OTHER INCOME:
Interest expense(192.2)(199.3)(123.0)
Interest income29.5 34.5 21.8 
Other expense, net(64.4)(42.9)(69.6)
Total (expenses) and other income(227.1)(207.7)(170.8)
Income before income taxes361.3 878.3 838.0 
Provision for income taxes8.0 204.8 199.2 
Income of consolidated companies353.3 673.5 638.8 
Equity in net income (loss) of unconsolidated affiliates0.9 0.4 (1.1)
NET INCOME354.2 673.9 637.7 
Net income attributable to noncontrolling interests(3.1)(17.9)(18.8)
NET INCOME AVAILABLE TO IPG COMMON STOCKHOLDERS$351.1 $656.0 $618.9 
Earnings per share available to IPG common stockholders:
Basic$0.90 $1.70 $1.61 
Diluted$0.89 $1.68 $1.59 
Weighted-average number of common shares outstanding:
Basic389.4386.1383.3
Diluted393.2391.2389.0
 Years ended December 31,
 2018 2017 2016
REVENUE:     
Net revenue$8,031.6
 $7,473.5
 $7,452.3
Billable expenses1,682.8
 1,574.1
 1,603.9
Total revenue9,714.4
 9,047.6
 9,056.2
      
OPERATING EXPENSES:     
Salaries and related expenses5,298.3
 4,990.7
 4,942.2
Office and other direct expenses1,355.1
 1,268.8
 1,274.9
Billable expenses1,682.8
 1,574.1
 1,603.9
Cost of services8,336.2
 7,833.6
 7,821.0
Selling, general and administrative expenses166.5
 118.5
 138.6
Depreciation and amortization202.9
 157.1
 160.2
Total operating expenses8,705.6
 8,109.2
 8,119.8
      
OPERATING INCOME1,008.8
 938.4
 936.4
      
EXPENSES AND OTHER INCOME:     
Interest expense(123.0) (90.8) (90.6)
Interest income21.8
 19.4
 20.1
Other expense, net(69.6) (26.2) (40.3)
Total (expenses) and other income(170.8) (97.6) (110.8)
      
Income before income taxes838.0
 840.8
 825.6
Provision for income taxes199.2
 271.3
 196.9
Income of consolidated companies638.8
 569.5
 628.7
Equity in net (loss) income of unconsolidated affiliates(1.1) 0.9
 0.3
NET INCOME637.7
 570.4
 629.0
Net income attributable to noncontrolling interests(18.8) (16.0) (24.0)
NET INCOME AVAILABLE TO IPG COMMON STOCKHOLDERS$618.9
 $554.4
 $605.0
      
Earnings per share available to IPG common stockholders:     
Basic$1.61
 $1.42
 $1.52
Diluted$1.59
 $1.40
 $1.48
      
Weighted-average number of common shares outstanding:     
Basic383.3
 389.6
 397.9
Diluted389.0
 397.3
 408.0


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

50
43



THE INTERPUBLIC GROUP OF COMPANIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Amounts in Millions)
 Years ended December 31,
202020192018
NET INCOME$354.2 $673.9 $637.7 
OTHER COMPREHENSIVE INCOME (LOSS)
Foreign currency translation:
Foreign currency translation adjustments39.4 11.3 (149.6)
Reclassification adjustments recognized in net income20.0 6.7 15.7 
59.4 18.0 (133.9)
Derivative instruments:
Changes in fair value of derivative instruments11.3 0.0 0.0 
Recognition of previously unrealized losses included in net income2.4 2.3 2.2 
Income tax effect(3.4)(0.5)(0.7)
10.3 1.8 1.5 
Defined benefit pension and other postretirement plans:
Net actuarial (losses) gains for the period(29.2)(14.8)12.6 
Amortization of unrecognized losses, transition obligation and
prior service cost included in net income		7.4 6.7 7.5 
Settlement and curtailment (gains) losses included in net income(0.1)0.0 (1.0)
Other(3.3)(2.5)(1.0)
Income tax effect4.6 1.2 (1.8)
(20.6)(9.4)16.3 
Other comprehensive income (loss), net of tax49.1 10.4 (116.1)
TOTAL COMPREHENSIVE INCOME403.3 684.3 521.6 
Less: comprehensive income attributable to noncontrolling interests2.4 17.2 16.0 
COMPREHENSIVE INCOME ATTRIBUTABLE TO IPG$400.9 $667.1 $505.6 
 Years ended December 31,
 2018 2017 2016
NET INCOME$637.7
 $570.4
 $629.0
      
OTHER COMPREHENSIVE (LOSS) INCOME     
Foreign currency translation:     
Foreign currency translation adjustments(149.6) 133.7
 (57.8)
Reclassification adjustments recognized in net income15.7
 1.1
 3.7
 (133.9) 134.8
 (54.1)
      
Available-for-sale securities:     
Changes in fair value of available-for-sale securities0.0
 0.0
 0.5
Recognition of previously unrealized gains in net income0.0
 (0.7) (1.3)
Income tax effect0.0
 0.1
 0.1
 0.0
 (0.6) (0.7)
      
Derivative instruments:     
Recognition of previously unrealized losses in net income2.2
 2.1
 2.0
Income tax effect(0.7) (0.5) (0.8)
 1.5
 1.6
 1.2
      
Defined benefit pension and other postretirement plans:     
Net actuarial gains (losses) for the period12.6
 (13.6) (85.4)
Amortization of unrecognized losses, transition obligation and
prior service cost included in net income		7.5
 6.9
 5.4
Less: settlement and curtailment (gains) losses included in net income(1.0) 6.8
 0.4
Other(1.0) 2.7
 (2.0)
Income tax effect(1.8) (0.5) 15.3
 16.3
 2.3
 (66.3)
      
Other comprehensive (loss) income, net of tax(116.1) 138.1
 (119.9)
TOTAL COMPREHENSIVE INCOME521.6
 708.5
 509.1
Less: comprehensive income attributable to noncontrolling interests16.0
 17.5
 22.9
COMPREHENSIVE INCOME ATTRIBUTABLE TO IPG$505.6
 $691.0
 $486.2


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



44
51



THE INTERPUBLIC GROUP OF COMPANIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Amounts in Millions)
December 31, 2018 December 31, 2017December 31, 2020December 31, 2019
ASSETS:   ASSETS:
Cash and cash equivalents$673.4
 $790.9
Cash and cash equivalents$2,509.0 $1,192.2 
Accounts receivable, net of allowance of $42.5 and $42.7, respectively5,126.6
 4,585.0
Accounts receivable, net of allowance of $98.3 and $40.2, respectivelyAccounts receivable, net of allowance of $98.3 and $40.2, respectively4,646.4 5,209.2 
Accounts receivable, billable to clients1,900.6
 1,747.4
Accounts receivable, billable to clients1,820.7 1,934.1 
Assets held for sale5.7
 5.7
Assets held for sale0.8 22.8 
Other current assets476.6
 346.5
Other current assets390.7 412.4 
Total current assets8,182.9
 7,475.5
Total current assets9,367.6 8,770.7 
Property and equipment, net790.9
 650.4
Property and equipment, net of accumulated depreciation and amortization of $1,133.9 and $1,116.4, respectivelyProperty and equipment, net of accumulated depreciation and amortization of $1,133.9 and $1,116.4, respectively690.3 778.1 
Deferred income taxes247.0
 234.0
Deferred income taxes302.0 252.1 
Goodwill4,875.9
 3,820.4
Goodwill4,945.5 4,894.4 
Other intangible assets1,094.7
 140.7
Other intangible assets933.6 1,014.3 
Operating lease right-of-use assetsOperating lease right-of-use assets1,379.3 1,574.4 
Other non-current assets428.9
 383.7
Other non-current assets424.4 467.9 
TOTAL ASSETS$15,620.3
 $12,704.7
TOTAL ASSETS$18,042.7 $17,751.9 
   
LIABILITIES:   LIABILITIES:
Accounts payable$6,698.1
 $6,420.2
Accounts payable$7,269.7 $7,205.4 
Accrued liabilities806.9
 674.7
Accrued liabilities832.4 742.8 
Contract liabilities533.9
 484.7
Contract liabilities657.8 585.6 
Short-term borrowings73.7
 84.9
Short-term borrowings48.0 52.4 
Current portion of long-term debt0.1
 2.0
Current portion of long-term debt502.5 502.0 
Current portion of operating leasesCurrent portion of operating leases268.5 267.2 
Liabilities held for sale11.2
 8.8
Liabilities held for sale1.6 65.0 
Total current liabilities8,123.9
 7,675.3
Total current liabilities9,580.5 9,420.4 
Long-term debt3,660.2
 1,285.6
Long-term debt2,915.8 2,771.9 
Non-current operating leasesNon-current operating leases1,441.0 1,429.6 
Deferred compensation422.7
 476.6
Deferred compensation413.2 425.0 
Other non-current liabilities812.8
 768.8
Other non-current liabilities655.2 714.7 
TOTAL LIABILITIES13,019.6
 10,206.3
TOTAL LIABILITIES15,005.7 14,761.6 
   
Commitments and contingencies (see Note 15)   
Redeemable noncontrolling interests (see Note 5)167.9
 252.1
Redeemable noncontrolling interests (see Note 6)Redeemable noncontrolling interests (see Note 6)93.1 164.7 
   
STOCKHOLDERS’ EQUITY:   STOCKHOLDERS’ EQUITY:
Common stock, $0.10 par value, shares authorized: 800.0
shares issued: 2018 – 383.6; 2017 – 386.2
shares outstanding: 2018 – 383.6; 2017 – 383.2		38.3
 38.6
Common stock, $0.10 par value, shares authorized: 800.0
shares issued: 2020 – 390.9; 2019 – 387.0
shares outstanding: 2020 – 390.9; 2019 – 387.0		Common stock, $0.10 par value, shares authorized: 800.0
shares issued: 2020 – 390.9; 2019 – 387.0
shares outstanding: 2020 – 390.9; 2019 – 387.0		39.0 38.7 
Additional paid-in capital895.9
 955.2
Additional paid-in capital1,099.3 977.3 
Retained earnings2,400.1
 2,104.5
Retained earnings2,636.9 2,689.9 
Accumulated other comprehensive loss, net of tax(941.1) (827.8)Accumulated other comprehensive loss, net of tax(880.2)(930.0)
2,393.2
 2,270.5
Less: Treasury stock, at cost: 2018 – 0.0 shares; 2017 – 3.0 shares—
 (59.0)
Total IPG stockholders’ equity2,393.2
 2,211.5
Total IPG stockholders’ equity2,895.0 2,775.9 
Noncontrolling interests39.6
 34.8
Noncontrolling interests48.9 49.7 
TOTAL STOCKHOLDERS’ EQUITY2,432.8
 2,246.3
TOTAL STOCKHOLDERS’ EQUITY2,943.9 2,825.6 
TOTAL LIABILITIES AND EQUITY$15,620.3
 $12,704.7
TOTAL LIABILITIES AND EQUITY$18,042.7 $17,751.9 
The accompanying notes are an integral part of these financial statements.

52
45



THE INTERPUBLIC GROUP OF COMPANIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in Millions)
Years ended December 31, Years ended December 31,
2018 2017 2016202020192018
CASH FLOWS FROM OPERATING ACTIVITIES:     CASH FLOWS FROM OPERATING ACTIVITIES:
Net income$637.7
 $570.4
 $629.0
Net income$354.2 $673.9 $637.7 
Adjustments to reconcile net income to net cash provided by operating activities:     Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization of fixed assets and intangible assets202.9
 157.1
 160.2
Depreciation and amortizationDepreciation and amortization290.6 278.5 202.9 
Non-cash restructuring chargesNon-cash restructuring charges265.6 11.7 0.0 
Amortization of restricted stock and other non-cash compensationAmortization of restricted stock and other non-cash compensation67.0 80.2 82.2 
Net losses on sales of businessesNet losses on sales of businesses67.0 43.4 61.9 
Provision for uncollectible receivables6.5
 9.5
 16.7
Provision for uncollectible receivables59.5 10.1 6.5 
Amortization of restricted stock and other non-cash compensation82.2
 82.0
 85.6
Net amortization of bond discounts and deferred financing costs6.5
 5.8
 5.6
Net amortization of bond discounts and deferred financing costs11.4 9.3 6.5 
Deferred income tax provision (benefit)14.1
 (9.5) 44.6
Net losses on sales of businesses61.9
 24.1
 41.4
Deferred income taxDeferred income tax(46.4)9.7 14.1 
Other1.2
 12.7
 35.5
Other20.0 6.8 1.2 
Changes in assets and liabilities, net of acquisitions and divestitures, providing (using) cash:     Changes in assets and liabilities, net of acquisitions and divestitures, providing (using) cash:
Accounts receivable(603.8) 37.6
 (220.7)Accounts receivable551.4 (111.2)(603.8)
Accounts receivable, billable to clients(209.5) (165.5) (2.2)Accounts receivable, billable to clients122.5 (38.7)(209.5)
Other current assets(67.2) 50.1
 0.5
Other current assets11.9 (27.2)(67.2)
Accounts payable428.7
 336.4
 (147.4)Accounts payable(27.0)546.0 428.7 
Accrued liabilities(24.2) (241.3) (61.1)Accrued liabilities179.3 27.4 (24.2)
Contract liabilities44.9
 (12.0) 20.6
Contract liabilities62.0 46.5 44.9 
Other non-current assets and liabilities(16.8) 24.4
 (95.5)Other non-current assets and liabilities(141.8)(37.2)(16.8)
Net cash provided by operating activities565.1
 881.8
 512.8
Net cash provided by operating activities1,847.2 1,529.2 565.1 
CASH FLOWS FROM INVESTING ACTIVITIES:     CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expendituresCapital expenditures(167.5)(198.5)(177.1)
Acquisitions, net of cash acquired(2,309.8) (30.6) (52.0)Acquisitions, net of cash acquired(4.9)(0.6)(2,309.8)
Capital expenditures(177.1) (155.9) (200.7)
Other investing activities(4.6) (9.7) (11.2)Other investing activities(43.8)37.4 (4.6)
Net cash used in investing activities(2,491.5) (196.2) (263.9)Net cash used in investing activities(216.2)(161.7)(2,491.5)
CASH FLOWS FROM FINANCING ACTIVITIES:     CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of long-term debtRepayment of long-term debt(503.7)(403.3)(104.8)
Common stock dividendsCommon stock dividends(398.1)(363.1)(322.1)
Acquisition-related paymentsAcquisition-related payments(46.6)(15.8)(33.7)
Tax payments for employee shares withheldTax payments for employee shares withheld(22.3)(22.4)(29.2)
Distributions to noncontrolling interestsDistributions to noncontrolling interests(19.5)(21.6)(16.9)
Proceeds from long-term debt2,494.2
 0.0
 0.0
Proceeds from long-term debt646.2 0 2,494.2 
Exercise of stock options15.5
 13.1
 10.2
Exercise of stock options6.5 4.3 15.5 
Common stock dividends(322.1) (280.3) (238.4)
Net increase (decrease) in short-term borrowingsNet increase (decrease) in short-term borrowings1.5 (19.8)(17.5)
Repurchases of common stock(117.1) (300.1) (303.3)Repurchases of common stock0 0 (117.1)
Repayment of long-term debt(104.8) (324.6) (1.8)
Acquisition-related payments(33.7) (53.7) (40.8)
Tax payments for employee shares withheld(29.2) (38.8) (23.1)
Net (decrease) increase in short-term borrowings(17.5) 3.0
 (56.2)
Distributions to noncontrolling interests(16.9) (20.4) (13.7)
Other financing activities(15.2) (3.1) 0.7
Other financing activities(10.2)(1.3)(15.2)
Net cash provided by (used in) financing activities1,853.2
 (1,004.9) (666.4)
Net cash (used in) provided by financing activitiesNet cash (used in) provided by financing activities(346.2)(843.0)1,853.2 
Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash(47.3) 16.8
 11.6
Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash31.0 (6.0)(47.3)
Net decrease in cash, cash equivalents and restricted cash(120.5) (302.5) (405.9)
Net increase (decrease) in cash, cash equivalents and restricted cashNet increase (decrease) in cash, cash equivalents and restricted cash1,315.8 518.5 (120.5)
Cash, cash equivalents and restricted cash at beginning of period797.7
 1,100.2
 1,506.1
Cash, cash equivalents and restricted cash at beginning of period1,195.7 677.2 797.7 
Cash, cash equivalents and restricted cash at end of period$677.2
 $797.7
 $1,100.2
Cash, cash equivalents and restricted cash at end of period$2,511.5 $1,195.7 $677.2 
The accompanying notes are an integral part of these financial statements.

53
46



THE INTERPUBLIC GROUP OF COMPANIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(Amounts in Millions)
 Common Stock 
Additional
Paid-In
Capital
 
Retained
Earnings
 
Accumulated 
Other
Comprehensive
Loss, Net of Tax
 
Treasury
Stock
 
Total IPG
Stockholders’
Equity
 
Noncontrolling
Interests
 
Total
Stockholders’
Equity
 Shares Amount 
Balance at December 31, 2015404.4
 $40.4
 $1,404.1
 $1,437.6
 $(845.6) $(71.0) $1,965.5
 $36.3
 $2,001.8
Cumulative effect of accounting change

 

 

 39.1
   

 39.1
 

 39.1
Net income      605.0
     605.0
 24.0
 629.0
Other comprehensive loss        (118.8)   (118.8) (1.1) (119.9)
Reclassifications related to redeemable
noncontrolling interests		              (5.8) (5.8)
Distributions to noncontrolling interests              (13.7) (13.7)
Change in redemption value of redeemable
noncontrolling interests		      (2.1)     (2.1)   (2.1)
Repurchases of common stock          (303.3) (303.3)   (303.3)
Retirement of treasury stock(13.7) (1.4) (309.6)     311.0
 0.0
   0.0
Common stock dividends ($0.60 per share)      (238.4)     (238.4)   (238.4)
Stock-based compensation3.5
 0.4
 116.7
       117.1
   117.1
Exercise of stock options1.2
 0.1
 10.2
       10.3
   10.3
Shares withheld for taxes(1.1) (0.1) (23.2)       (23.3)   (23.3)
Other    1.0
 (1.3)     (0.3) (0.1) (0.4)
Balance at December 31, 2016394.3
 $39.4
 $1,199.2
 $1,839.9
 $(964.4) $(63.3) $2,050.8
 $39.6
 $2,090.4
Net income      554.4
     554.4
 16.0
 570.4
Other comprehensive income        136.6
   136.6
 1.5
 138.1
Reclassifications related to redeemable
noncontrolling interests		    (0.3)       (0.3) 0.9
 0.6
Distributions to noncontrolling interests              (20.9) (20.9)
Change in redemption value of redeemable
noncontrolling interests		      (7.9)     (7.9)   (7.9)
Repurchases of common stock          (300.1) (300.1)   (300.1)
Retirement of treasury stock(13.4) (1.3) (303.1)     304.4
 0.0
   0.0
Common stock dividends ($0.72 per share)      (280.3)     (280.3)   (280.3)
Stock-based compensation5.7
 0.6
 86.4
       87.0
   87.0
Exercise of stock options1.2
 0.1
 13.1
       13.2
   13.2
Shares withheld for taxes(1.6) (0.2) (38.8)       (39.0)   (39.0)
Other    (1.3) (1.6)     (2.9) (2.3) (5.2)
Balance at December 31, 2017386.2
 $38.6
 $955.2
 $2,104.5
 $(827.8) $(59.0) $2,211.5
 $34.8
 $2,246.3
The accompanying notes are an integral part of these financial statements.

47


THE INTERPUBLIC GROUP OF COMPANIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(Amounts in Millions)
 
Common Stock
 
Additional
Paid-In
Capital
 
Retained
Earnings
 
Accumulated 
Other
Comprehensive
Loss, Net of Tax
 
Treasury
Stock
 
Total IPG
Stockholders’
Equity
 
Noncontrolling
Interests
 
Total
Stockholders’
Equity
 Common StockAdditional
Paid-In
Capital		Retained
Earnings		Accumulated 
Other
Comprehensive
Loss, Net of Tax		Treasury
Stock		Total IPG
Stockholders’
Equity		Noncontrolling
Interests		Total
Stockholders’
Equity
Shares Amount  SharesAmount
Balance at December 31, 2017386.2
 $38.6
 $955.2
 $2,104.5
 $(827.8) $(59.0) $2,211.5
 $34.8
 $2,246.3
Balance at December 31, 2017386.2 $38.6 $955.2 $2,104.5 $(827.8)$(59.0)$2,211.5 $34.8 $2,246.3 
Net income      618.9
     618.9
 18.8
 637.7
Net income618.9 618.9 18.8 637.7 
Other comprehensive loss        (113.3)   (113.3) (2.8) (116.1)Other comprehensive loss(113.3)(113.3)(2.8)(116.1)
Reclassifications related to redeemable
noncontrolling interests		              2.4
 2.4
Reclassifications related to redeemable
noncontrolling interests		0.0 2.4 2.4 
Distributions to noncontrolling interests              (16.9) (16.9)Distributions to noncontrolling interests(16.9)(16.9)
Change in redemption value of redeemable
noncontrolling interests		    41.8
 1.1
     42.9
   42.9
Change in redemption value of redeemable
noncontrolling interests		41.8 1.1 42.9 42.9 
Repurchases of common stock          (117.1) (117.1)   (117.1)Repurchases of common stock(117.1)(117.1)(117.1)
Retirement of treasury stock(8.1) (0.8) (175.3)     176.1
 0.0
   0.0
Retirement of treasury stock(8.1)(0.8)(175.3)176.1 0.0 0.0 
Common stock dividends ($0.84 per share)      (322.1)     (322.1)   (322.1)Common stock dividends ($0.84 per share)(322.1)(322.1)(322.1)
Stock-based compensation4.8
 0.5
 87.0
       87.5
   87.5
Stock-based compensation4.8 0.5 87.0 87.5 87.5 
Exercise of stock options1.9
 0.2
 15.5
       15.7
   15.7
Exercise of stock options1.9 0.2 15.5 15.7 15.7 
Shares withheld for taxes(1.2) (0.2) (29.0)       (29.2)   (29.2)Shares withheld for taxes(1.2)(0.2)(29.0)(29.2)(29.2)
Other  

 0.7
 (2.3)     (1.6) 3.3
 1.7
Other0.7 (2.3)(1.6)3.3 1.7 
Balance at December 31, 2018383.6
 $38.3
 $895.9
 $2,400.1
 $(941.1) $0.0
 $2,393.2
 $39.6
 $2,432.8
Balance at December 31, 2018383.6 $38.3 $895.9 $2,400.1 $(941.1)$0.0 $2,393.2 $39.6 $2,432.8 
Cumulative effect of accounting changeCumulative effect of accounting change1.2 1.2 1.2 
Net incomeNet income656.0 656.0 17.9 673.9 
Other comprehensive incomeOther comprehensive income11.1 11.1 (0.7)10.4 
Reclassifications related to redeemable
noncontrolling interests		Reclassifications related to redeemable
noncontrolling interests		11.9 11.9 12.7 24.6 
Distributions to noncontrolling interestsDistributions to noncontrolling interests(21.6)(21.6)
Change in redemption value of redeemable
noncontrolling interests		Change in redemption value of redeemable
noncontrolling interests		(0.2)(0.2)(0.2)
Common stock dividends ($0.94 per share)Common stock dividends ($0.94 per share)(363.1)(363.1)(363.1)
Stock-based compensationStock-based compensation3.8 0.4 88.7 89.1 89.1 
Exercise of stock optionsExercise of stock options0.6 0.1 4.2 4.3 4.3 
Shares withheld for taxesShares withheld for taxes(1.0)(0.1)(22.3)(22.4)(22.4)
OtherOther(1.1)(4.1)(5.2)1.8 (3.4)
Balance at December 31, 2019Balance at December 31, 2019387.0 $38.7 $977.3 $2,689.9 $(930.0)$0.0 $2,775.9 $49.7 $2,825.6 
The accompanying notes are an integral part of these financial statements.


4854


THE INTERPUBLIC GROUP OF COMPANIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(Amounts in Millions)
 
 
Common Stock
Additional
Paid-In
Capital		Retained
Earnings		Accumulated 
Other
Comprehensive
Loss, Net of Tax		Total IPG
Stockholders’
Equity		Noncontrolling
Interests		Total
Stockholders’
Equity
 SharesAmount
Balance at December 31, 2019387.0 $38.7 $977.3 $2,689.9 $(930.0)$2,775.9 $49.7 $2,825.6 
Cumulative effect of accounting change

(6.6)(6.6)(6.6)
Net income351.1 351.1 3.1 354.2 
Other comprehensive income49.8 49.8 (0.7)49.1 
Reclassifications related to redeemable
noncontrolling interests		6.4 6.4 16.9 23.3 
Distributions to noncontrolling interests(19.5)(19.5)
Change in redemption value of redeemable
noncontrolling interests		41.2 5.0 46.2 46.2 
Common stock dividends ($1.02 per share)(402.5)(402.5)(402.5)
Stock-based compensation4.4 0.4 80.8 81.2 81.2 
Exercise of stock options0.60.1 7.1 7.2 7.2 
Shares withheld for taxes(1.1)(0.2)(22.2)(22.4)(22.4)
Other8.7 8.7 (0.6)8.1 
Balance at December 31, 2020390.9$39.0 $1,099.3 $2,636.9 $(880.2)$2,895.0 $48.9 $2,943.9 

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

55
Notes to Consolidated Financial Statements
(Amounts in Millions, Except Per Share Amounts)





Note 1:  Summary of Significant Accounting Policies
Business Description
The Interpublic Group of Companies, Inc. and subsidiaries (the “Company,” “IPG,” “we,” “us” or “our”) is one of the world’s premier global advertising and marketing services companies. Our agencies create customized marketing programs for clients that range in scale from large global marketers to regional and local clients. Comprehensive global services are critical to effectively serve our multinational and local clients in markets throughout the world, as they seek to build brands, increase sales of their products and services and gain market share.
Principles of Consolidation
The Consolidated Financial Statements include the accounts of the Company and its consolidated subsidiaries, some of which are not wholly owned. Investments in companies over which we do not have control, but have the ability to exercise significant influence, are accounted for using the equity method of accounting. Investments in companies over which we have neither control nor have the ability to exercise significant influence are recorded at cost, less any impairment, adjusted for subsequent observable price changes. All intercompany accounts and transactions have been eliminated in consolidation.
We have consolidated certain entities meeting the definition of variable interest entities, and the inclusion of these entities does not have a material impact on our Consolidated Financial Statements.
Reclassifications
AsBasis of January 1, 2018, the Company has revised the presentation of its Consolidated Statements of Operations, which disaggregates net revenue and billable expenses within total revenue and separately presents cost of services; selling, general and administrative expenses; and depreciation and amortization within operating expenses. The revised presentation does not impact total revenue, total operating expenses or operating income.Presentation
Cost of services is comprised of the expenses of our revenue-producing operating segments including salaries and related expenses, office and other direct expenses and billable expenses, as well as an allocation of the centrally managed expenses from Corporate.Corporate and other. Office and other direct expenses include rent expense, professional fees, certain expenses incurred by our staff in servicing our clients and other costs directly attributable to client engagements.
Selling, general and administrative expenses are primarily the unallocated expenses from Corporate and other, as disclosed further in Note 14,15, excluding depreciation and amortization.
Depreciation and amortization of the fixed assets and intangible assets of the Company is disclosed as a separate operating expense.
Restructuring charges relate to the Company's implementation of a cost initiative to better align our cost structure with our revenue, as discussed further in Note 11.
Reclassifications
Certain reclassifications and immaterial revisionschanges have been made to prior-period financial statements to conform to the current-period presentation. Segment information for the prior period has been recast to conform to the current-period presentation.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires us to make judgments, assumptions and estimates that affect the amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the reporting date and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates and assumptions.
Revenue Recognition
Our revenues are primarily derived from the planning and execution of multi-channel advertising and communications, and marketing services, including public relations, meeting and event production, sports and entertainment marketing, corporate and brand identity, and strategic marketing consulting, and providing marketing data and technology services around the world.
Most of our client contracts are individually negotiated and, accordingly, the terms of client engagements and the basis on which we earn fees and commissions vary significantly. Our contracts generally provide for termination by either party on relatively short notice, usually 30 to 90 days.days, although our data management contracts typically have non-cancelable terms of more than one year. Our payment terms vary by client, and the time between invoicing date and due date is typically not significant. We generally have the legally enforceable right to payment for all services provided through the end of the contract or termination date.
Effective January 1, 2018, we adopted Accounting Standards Codification Topic 606, Revenue from Contracts with Customers, ("ASC 606") using the full retrospective transition method. Under this method, we revised our consolidated financial statements for the years ended December 31, 2016 and 2017, and applicable interim periods within the year ended December 31, 2017, as if ASC 606 had been effective for those periods. ASC 606 applies to all contracts with customers, except for contracts

49

Table of Contents
Notes to Consolidated Financial Statements
(Amounts in Millions, Except Per Share Amounts)


that are within the scope of other standards. We recognize revenue when we determine our customer obtains control of promised goods or services, in an amount that reflects the consideration which we expect to receive in exchange for those goods or services. To determine revenue
56
Notes to Consolidated Financial Statements
(Amounts in Millions, Except Per Share Amounts)

recognition, we perform the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue as or when we satisfy the performance obligation. We only apply the five-step model to contracts when it is probable that IPG will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, we assess the goods or services promised within each contract and determine those that are distinct performance obligations. We then assess whether we act as an agent or a principal for each identified performance obligation and include revenue within the transaction price for third-party costs when we determine that we act as principal. We typically do not capitalize costs to obtain a contract as these amounts would generally be recognized over a period of one year or less.
Net revenue, primarily consisting of fees, commissions and performance incentives, represents the amount of our gross billings excluding billable expenses charged to a client. Generally, our compensation is based on a negotiated fixed price, rate per hour, a retainer, commission or commission.volume. The majority of our fees are recognized over time as services are performed, either utilizing a function of hours incurred and rates per hour, as compared to periodically updated estimates to complete.complete, or ratably over the term of the contract. For certain less-frequent commission-based contracts which contain clauses allowing our clients to terminate the arrangement at any time for no compensation, revenue is recognized at a point in time, typically the date of broadcast or publication. We report revenue net of taxes assessed by governmental authorities that are directly imposed on our revenue-producing transactions.
Contractual arrangements with clients may also include performance incentive provisions designed to link a portion of our revenue to our performance relative to mutually agreed-upon qualitative and/or quantitative metrics. Performance incentives are treated as variable consideration which is estimated at contract inception and included in revenue based on the most likely amount earned out of a range of potential outcomes. Our estimates are based on a combination of historical award experience, anticipated performance and our best judgment. These estimates are updated on a periodic basis and are not expected to result in a reversal of a significant amount of the cumulative revenue recognized.
The predominant component of billable expenses are third-party vendor costs incurred for performance obligations where we have determined that we are acting as principal. These third-party expenses are generally billed back to our clients. Billable expenses also includes incidental costs incurred in the performance of our services including airfare, mileage, hotel stays, out-of-town meals and telecommunication charges. We record these billable expenses within total revenue with a corresponding offset to operating expenses.
In international markets, we may receive rebates or credits from vendors based on transactions entered into on behalf of clients. Rebates and credits are remitted back to our clients in accordance with our contractual requirements or may be retained by us based on the terms of a particular client contract and local law. Amounts owed back to clients are recorded as a liability and amounts retained by us are recorded as revenue when earned.
In certain international markets, our media contracts may allow clients to terminate our arrangement at any time for no compensation to the extent that media has not yet run. For those contracts, we do not recognize revenue until the media runs which is the point in time at which we have a legally enforceable right to compensation.
Performance Obligations
Our client contracts may include various goods and services that are capable of being distinct, are distinct within the context of the contract and are therefore accounted for as separate performance obligations. We allocate revenue to each performance obligation in the contract at inception based on its relative standalone selling price.
Our advertising businesses include a wide range of services that involve the creation of an advertising idea, concept, campaign, or marketing strategy in order to promote the client’s brand ("creative services"), and to act as an agent to facilitate the production of advertisements by third-party suppliers ("production services”). Our clients can contract us to perform one or both of these services, as they can derive stand-alone benefit from each. Production services can include formatting creative material for different media and communication mediums including digital, large-scale reproduction such as printing and adaptation services, talent engagement and acquisition, television and radio production, and outdoor billboard production. Our contracts that include both services are typically explicit in the description of which activities constitute the creative advertising services and those that constitute the production services. Both the creative and production services are sold separately, the client can derive utility from each service on its own, we do not provide a significant service of integrating these activities into a bundle, the services do not significantly modify one another, and the services are not highly interrelated or interdependent. As such, we typically identify two performance obligations in the assessment of our advertising contracts.
Our media businesses include services to formulate strategic media plans ("media planning services") and to act as an agent to purchase media (e.g. television and radio spots, outdoor advertising, digital banners, etc.) from vendors on theirour clients' behalf ("media

50

Table of Contents
Notes to Consolidated Financial Statements
(Amounts in Millions, Except Per Share Amounts)


buying services"). Our contracts that include both services are typically explicit in the description of which activities
57
Notes to Consolidated Financial Statements
(Amounts in Millions, Except Per Share Amounts)

constitute the planning services and those that constitute the buying services. Both the planning and buying services are sold separately, the client can derive utility from each service on its own, we do not provide a significant service of integrating these activities into a bundle, the services do not significantly modify one another, and the services are not highly interrelated or interdependent. As such, we typically identify two performance obligations in the assessment of our media contracts.
Our events businesses include creative services related to the conception and planning of custom marketing events as well as activation services which entail the carrying out of the event, including, but not limited to, set-up, design and staffing. Additionally, our public relations businesses include a broad range of services, such as strategic planning, social media strategy and the monitoring and development of communication strategies, among others. While our contracts in these businesses may include some or all of these services, we typically identify only one performance obligation in the assessment of our events and public relations contracts as we provide a significant service of integrating the individual services into a combined service for which the customer has contracted.
As partOur data and technology services businesses include data management, data and data strategy, identity resolution, and measurement and analytics products and services. While our contracts in these businesses may include some or all of our adoption of ASC 606,these services, we typically identify each product and service as an individual performance obligation.
We have elected not to disclose information about remaining performance obligations that have original expected durations of one year or less. The majority of our contracts are for periods of one-year or less. For those contracts with a term of more than one year we had approximately $770.0or less with the exception of unsatisfied performance obligations as of December 31, 2018 which will be recognized as services are performed over the remaining contractual terms.our data management contracts.
Principal vs. Agent
When a third-party is involved in the delivery of our services to the client, we assess whether or not we are acting as a principal or an agent in the arrangement. The assessment is based on whether we control the specified services at any time before they are transferred to the customer. We have determined that in our events and public relations businesses, we generally act as a principal as our agencies provide a significant service of integrating goods or services provided by third parties into the specified deliverable to our clients. In addition, we have determined that we are responsible for the performance of the third-party suppliers, which are combined with our own services, before transferring those services to the customer. In addition, weWe have also determined that we act as principal when providing creative services and media planning services, as we perform a significant integration service in these transactions. For performance obligations in which we act as principal, we record the gross amount billed to the customer within total revenue and the related incremental direct costs incurred as billable expenses.
When a third-party is involved in the production of an advertising campaign and for media buying services, we have determined that we act as the agent and are solely arranging for the third-party suppliers to provide services to the customer. Specifically, we do not control the specified services before transferring those services to the customer, we are not primarily responsible for the performance of the third-party services, nor can we redirect those services to fulfill any other contracts. We do not have inventory risk or discretion in establishing pricing in our contracts with customers. For performance obligations for which we act as the agent, we record our revenue as the net amount of our gross billings less amounts remitted to third parties.
Cash and Cash Equivalents
Cash equivalents are highly liquid investments, which include certificates of deposit, government securities, commercial paper and time deposits with original maturities of three months or less at the time of purchase and are stated at estimated fair value, which approximates cost. Cash is maintained at multiple high-credit-quality financial institutions.
Allowance for Doubtful AccountsExpected Credit Losses
We adopted Accounting Standards Codification Topic 326, Current Expected Credit Losses, on January 1, 2020 using the modified retrospective transition method. The allowance for doubtfulcredit losses on expected future uncollectible accounts receivable is estimated based on the aging of accounts receivable, reviews of client credit reports, industry trends and economic indicators, as well as reviews of recent payment history for specific customers. The estimate is based largely on a formula-driven calculation but is supplemented with economic indicators and knowledge of potential write-offs of specific client accounts.
Accounts Receivable, Billable to Clients
Accounts receivable, billable to clients are primarily comprised of production and media costs that have been incurred but have not yet been billed to clients, as well as fees that have been earned which have not yet been billed to clients. Unbilled amounts are presented in expenditures billable to clients regardless of whether they relate to our fees or production and media costs. A provision is made for unrecoverable costs as deemed appropriate.
Accounts Payable
58
Notes to Consolidated Financial Statements
(Amounts in Millions, Except Per Share Amounts)

Accounts payable includes all operating payables, including those related to all media and production costs. These payables are due within one year.

51

Table of Contents
Notes to Consolidated Financial Statements
(Amounts in Millions, Except Per Share Amounts)


Investments
Our non-publicly tradedEquity investments and allwith readily determinable fair values, other publicly traded investments arethan those accounted for using the equity method or are recordedof accounting, will be measured at fair value. We regularly review our investments to determine whether a significant event or change in circumstances has occurred that may impact the fair value of each investment, with changes to fair value recorded in earnings. We evaluate fair value based on specific information (valuation methodologies, estimates of appraisals, financial statements, etc.) in addition to quoted market price, if available. We consider all known quantitative and qualitative factors in determining if a decline in value of an investment has occurred.
Derivatives
We are exposed to market risk related to interest rates, foreign currency rates and certain balance sheet items. From time to time we enter into derivative instruments for risk management purposes, and not for speculative purposes. All derivative instruments are recorded at fair value on our balance sheet. Changes in fair value are immediately included in earnings if the derivatives are not designated as a hedge instrument or if the derivatives do not qualify as effective hedges. For derivatives designated as hedge instruments, we evaluate for hedge accounting both at inception and throughout the hedge period. If a derivative is designated as a fair value hedge, then changes in the fair value of the derivative are offset against the changes in the fair value of the underlying hedged item. If a derivative is designated as a cash flow hedge, then the changes in the fair value of the derivative isare recognized as a component of accumulated other comprehensive income and subsequently reclassified to earnings in our Consolidated Statement of Operations in the same period as the underlying hedged transaction affects earnings. If a derivative is a net investment hedge, then the changes in the fair value of the derivative are recognized in other comprehensive income in the same period as the change in fair value of the underlying hedged foreign investment.
Property and Equipment
Furniture, equipment, leasehold improvements and buildings are stated at cost, net of accumulated depreciation. Furniture and equipment are depreciated generally using the straight-line method over the estimated useful lives of the related assets, which range from 3 to 7 years for furniture and equipment, 10 to 35 years for buildings and the shorter of the useful life or the remaining lease term for leasehold improvements. Land is stated at cost and is not depreciated.
We capitalize certain internal and external costs incurred to acquire or create internal use software, principally related to our enterprise resource planning (“ERP”) systems. Our ERP systems are stated at cost, net of accumulated amortization, and are amortized using the straight-line method over 10 years. All other internal use computer software are stated at cost, net of accumulated amortization and are amortized using the straight-line method over the estimated useful lives of the related assets, which range from 3 to 7 years.
Leases
Effective January 1, 2019, we adopted Accounting Standards Codification Topic 842, Leases (ASC 842), using the modified retrospective transition method. As such, we recognized a right-of-use asset and a corresponding lease liability on our Consolidated Balance Sheet for virtually all of our leases with a term of more than twelve months. Consolidated financial statements for the year ended December 31, 2018 were not recast under the new standard. As an accounting policy, we have elected not to apply the recognition requirements to short-term leases, not to separate non-lease components from lease components, and have elected the package of transition provisions available for existing contracts, which allowed us to carry forward our historical assessments of (i) whether contracts are or contain leases, (ii) lease classification and (iii) initial direct costs. The adoption of ASC 842 resulted in operating lease right-of-use assets of $1,421.1 and operating lease liabilities of $1,544.4 as of January 1, 2019.
As of December 31, 2020, we do not have a material amount of finance leases and the majority of our operating leases, for which we serve as the lessee, consist primarily of real-estate property for our offices around the world. Both the right-of-use asset and lease liability are measured at the present value of the future lease payments, with the asset being subject to adjustments such as initial direct costs, prepaid lease payments, and lease incentives. Many of our leases provide for renewal and/or termination options, as well as escalation clauses, which are also factored into our lease payments when appropriate. The discount rate used to measure the lease asset and liability is determined at the beginning of the lease term using the rate implicit in the lease, if readily determinable, or using the Company's collateralized credit-adjusted borrowing rate.
Goodwill and Other Intangible Assets
We account for our business combinations using the acquisition accounting method, which requires us to determine the fair value of net assets acquired and the related goodwill and other intangible assets. Determining the fair value of assets acquired
59
Notes to Consolidated Financial Statements
(Amounts in Millions, Except Per Share Amounts)

and liabilities assumed requires management's judgment and involves the use of significant estimates, including projections of future cash inflows and outflows, discount rates, asset lives and market multiples. Considering the characteristics of advertising, specialized marketing and communication services companies, our acquisitions usually do not have significant amounts of tangible assets, as the principal asset we typically acquire is creative talent. As a result, a substantial portion of the purchase price is allocated to goodwill and other intangible assets.
We review goodwill and other intangible assets with indefinite lives not subject to amortization as of October 1st each year and whenever events or significant changes in circumstances indicate that the carrying value may not be recoverable. We evaluate the recoverability of goodwill at a reporting unit level. We have 1312 reporting units that were subject to the 20182020 annual impairment testing. Our annual impairment review as of October 1, 20182020 did not result in an impairment charge for any of our reporting units.
Intangible assets with indefinite useful lives are not amortized but are evaluated for impairment annually or more frequently if events or changes in circumstances indicate that impairment may exist. The Company first assesses qualitative factors to determine whether it is necessary to perform a quantitative impairment test for indefinite-lived intangible assets. Impairment exists if the fair value of the indefinite-lived intangible asset is less than the carrying value. Our annual impairment review as of October 1, 2020 did not result in an impairment charge for any of our intangible assets with indefinite useful lives.
For reporting units not included in the qualitative assessment, or for any reporting units identified in the qualitative assessment as "more likely than not" that the fair value is less than its carrying value, the quantitative impairment test is performed. For our annual impairment test, we compare the respective fair value of our reporting units' equity to the carrying value of their net assets. The sum of the fair values of all our reporting units is also reconciled to our current market capitalization plus an estimated control premium. Goodwill allocated to a reporting unit whose fair value is equal to or greater than its carrying value is not impaired, and no further testing is required. Should the carrying amount for a reporting unit exceed its fair value, then the quantitative impairment test is failed and impaired goodwill is written down to its fair value with a charge to expense in the period the impairment is identified.
The fair value of each reporting unit for 20182020 and 20172019 was estimated using a combination of the income approach, which incorporates the use of the discounted cash flow method, and the market approach, which incorporates the use of earnings and revenue multiples based on market data.

52

Table of Contents
Notes to Consolidated Financial Statements
(Amounts in Millions, Except Per Share Amounts)


We review intangible assets with definite lives subject to amortization whenever events or circumstances indicate that a carrying amount of an asset may not be recoverable. Recoverability of these assets is determined by comparing the carrying value of these assets to the estimated undiscounted future cash flows expected to be generated by these asset groups. These asset groups are impaired when their carrying value exceeds their fair value. Impaired intangible assets with definite lives subject to amortization are written down to their fair value with a charge to expense in the period the impairment is identified. Intangible assets with definite lives are amortized on a straight-line basis with estimated useful lives generally between 7 and 15 years. Events or circumstances that might require impairment testing include the loss of a significant client, the identification of other impaired assets within a reporting unit, loss of key personnel, the disposition of a significant portion of a reporting unit, significant decline in stock price or a significant adverse change in business climate or regulations.
Foreign Currencies
The functional currency of our foreign operations is generally their respective local currency. Assets and liabilities are translated at the exchange rates in effect at the balance sheet date, and revenues and expenses are translated at the average exchange rates during the period presented. The resulting translation adjustments are recorded as a component of accumulated other comprehensive loss in the stockholders’ equity section of our Consolidated Balance Sheets. Currency transaction gains or losses primarily arising from transactions in currencies other than the functional currency are included in office and general expenses. Foreign currency transactions resulted in a pre-tax gainsgain of $5.6, $1.9$1.2 for the year ended December 31, 2020, a pre-tax loss of $5.3 for the year ended December 31, 2019 and $2.1a pre-tax gain $5.6 in for the yearsyear ended December 31, 2018, 2017 and 2016, respectively.2018.
We monitor the currencies of countries in which we operate in order to determine if the country should be considered a highly inflationary environment. A currency is determined to be highly inflationary when there is cumulative inflation of approximately 100% or more over a three-year period. If this occurs the functional currency of that country would beis changed to our reporting currency, the U.S. Dollar, and foreign exchange gains or losses would beare recognized on all monetary transactions, assets and liabilities in currencies other than the U.S. Dollar until the currency is no longer considered highly inflationary.
Income Taxes
The provision for income taxes includes U.S. federal, state, local and foreign taxes. Income taxes are accounted for under the liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences of temporary differences between the financial statement carrying amounts and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which the temporary differences are
60
Notes to Consolidated Financial Statements
(Amounts in Millions, Except Per Share Amounts)

expected to be reversed. We evaluate the realizability of our deferred tax assets and establish a valuation allowance when it is “more likely than not” that all or a portion of the deferred tax assets will not be realized. We evaluate our tax positions using the “more likely than not” recognition threshold and then apply a measurement assessment to those positions that meet the recognition threshold. The factors used in assessing valuation allowances include all available evidence, such as past operating results, estimates of future taxable income and the feasibility of tax planning strategies. We have established tax reserves that we believe to be adequate in relation to the potential for additional assessments in each of the jurisdictions in which we are subject to taxation. We regularly assess the likelihood of additional tax assessments in those jurisdictions and adjust our reserves as additional information or events require.
Public Law 115-97, commonly referred to as the Tax Cuts and Jobs Act (the "Tax Act") was signed into law on December 22, 2017. The Tax Act legislated many new tax provisions which have impacted our operations. At December 31, 2017, provisional amounts were recorded as permitted by SEC Staff issued Accounting Bulletin No. 118 (“SAB 118”). We have finalized our calculations of the impact of the Tax Act and have revised our estimates as required by SAB 118. See Note 9 for further information.
Redeemable Noncontrolling Interests
Many of our acquisitions include provisions under which the noncontrolling equity owners can require us to purchase additional interests in a subsidiary at their discretion. Payments for these redeemable noncontrolling interests may be contingent on projected operating performance and satisfying other conditions specified in the related agreements. These payments are also subject to revision in accordance with the terms of the agreements. We record these redeemable noncontrolling interests in “mezzanine equity” in our Consolidated Balance Sheets. Each reporting period, redeemable noncontrolling interests are reported at their estimated redemption value, but not less than their initial fair value. Any adjustment to the redemption value above initial value prior to exercise will also impact retained earnings or additional paid-in capital (“APIC”), but will not impact net income. Adjustments as a result of currency translation will affect the redeemable noncontrolling interest balance, but do not impact retained earnings or additional paid-in capital.
Earnings Per Share (“EPS”)
Basic EPS available to IPG common stockholders equals net income available to IPG common stockholders divided by the weighted-average number of common shares outstanding for the applicable period. Diluted EPS equals net income available to

53

Table of Contents
Notes to Consolidated Financial Statements
(Amounts in Millions, Except Per Share Amounts)


IPG common stockholders divided by the weighted-average number of common shares outstanding, plus any additional common shares that would have been outstanding if potentially dilutive shares had been issued.
Diluted EPS reflect the potential dilution that would occur if certain potentially dilutive securities were exercised. The potential issuance of common stock is assumed to occur at the beginning of the year (or at the time of issuance of the potentially dilutive instrument, if later) and the incremental shares are included using the treasury stock method. The proceeds utilized in applying the treasury stock method consist of the amount, if any, to be paid upon exercise and, as it relates to stock-based compensation, the amount of compensation cost attributed to future service not yet recognized. These proceeds are then assumed to be used to purchase common stock at the average market price of our stock during the period. The incremental shares (difference between the shares assumed to be issued and the shares assumed to be purchased), to the extent they would have been dilutive, are included in the denominator of the diluted EPS calculation.
We may be required to calculate basic EPS using the two-class method as a result of our redeemable noncontrolling interests. To the extent that the redemption value increases and exceeds the then-current fair value of a redeemable noncontrolling interest, net income available to IPG common stockholders (used to calculate EPS) could be negatively impacted by that increase, subject to certain limitations. The partial or full recovery of any reductions to net income available to IPG common stockholders (used to calculate EPS) is limited to any cumulative prior-period reductions. For the years ended December 31, 2018, 20172020, 2019 and 2016,2018, there was no impact to EPS for adjustments related to our redeemable noncontrolling interests.
Pension and Postretirement Benefits
We have pension and postretirement benefit plans covering certain domestic and international employees. We use various actuarial methods and assumptions in determining our net pension and postretirement benefit costs and obligations, including the discount rate used to determine the present value of future benefits, expected long-term rate of return on plan assets and healthcare cost trend rates. The overfunded or underfunded status of our pension and postretirement benefit plans is recorded on our Consolidated Balance Sheet.
Stock-Based Compensation
Compensation costs related to share-based transactions, including employee stock options, are recognized in the Consolidated Financial Statements based on fair value. Stock-based compensation expense is generally recognized ratably over the requisite service period based on the estimated grant-date fair value, net of estimated forfeitures.
Treasury Stock
We account for repurchased common stock under the cost method and include such treasury stock as a component of our Consolidated Statements of Stockholders' Equity. Upon retirement, we reduce common stock for the par value of the shares
61
Notes to Consolidated Financial Statements
(Amounts in Millions, Except Per Share Amounts)

being retired and the excess of the cost of the shares over par value as a reduction to APIC, to the extent there is APIC in the same class of stock, and any remaining amount to retained earnings. These retired shares remain authorized but unissued.
During 2020 and 2019, there was no significant treasury stock activity due to the suspension of the share repurchase program, as disclosed further in Note 7. In October 2018, we retired 8.1 shares of our treasury stock, which resulted in a reduction in common stock of $0.8, treasury stock of $176.1 and APIC of $175.3. In October and November 2017, we retired 13.4 shares of our treasury stock, which resulted in a reduction in common stock of $1.3, treasury stock of $304.4 and APIC of $303.1. In October 2016, we retired 13.7 shares of our treasury stock, which resulted in a reduction in common stock of $1.4, treasury stock of $311.0 and APIC of $309.6. There was no effect on total stockholders' equity as a result of these retirements.


Note 2:  Revenue
Adoption of ASC 606
Effective with the adoption of ASC 606 on January 1, 2018 using the full retrospective transition method, the Company revised its consolidated financial statements for the years ended December 31, 2017 and 2016, and applicable interim periods within the year ended December 31, 2017, as if ASC 606 had been effective for those periods. ASC 606, which accelerates the recognition of revenue primarily as a result of estimating variable consideration, mostly impacts the timing of revenue recognition between quarters, but also can affect, to a lesser extent, the amount of annual revenue recognized. Although ASC 606 results in an increase in the number of performance obligations within certain of our contractual arrangements, the amount or timing of revenue recognized is not materially impacted. ASC 606 also results in an increase in third-party costs being included in revenue and costs, primarily in connection with our events businesses, which has no impact on operating income, net income or cash flows. The increases to retained earnings as of December 31, 2017 and 2016, as well as January 1, 2016, as a result of adopting ASC 606 were not material. The following tables summarize the effects of adopting ASC 606.

54

Table of Contents
Notes to Consolidated Financial Statements
(Amounts in Millions, Except Per Share Amounts)


CONSOLIDATED STATEMENT OF OPERATIONS
 Year ended December 31, 2017 Year ended December 31, 2016
 
As Revised 1
 ASC 606 Adjustments As Adjusted 
As Revised 1
 ASC 606 Adjustments As Adjusted
REVENUE:           
Net revenue$7,508.7
 $(35.2) $7,473.5
 $7,456.9
 $(4.6) $7,452.3
Billable expenses373.7
 1,200.4
 1,574.1
 389.7
 1,214.2
 1,603.9
Total revenue7,882.4
 1,165.2
 9,047.6
 7,846.6
 1,209.6
 9,056.2
            
OPERATING EXPENSES:           
Salaries and related expenses4,990.7
 —
 4,990.7
 4,942.2
 —
 4,942.2
Office and other direct expenses1,268.8
 —
 1,268.8
 1,274.9
 —
 1,274.9
Billable expenses373.7
 1,200.4
 1,574.1
 389.7
 1,214.2
 1,603.9
Cost of services6,633.2
 1,200.4
 7,833.6
 6,606.8
 1,214.2
 7,821.0
Selling, general and administrative expenses118.5
 —
 118.5
 138.6
 —
 138.6
Depreciation and amortization157.1
 —
 157.1
 160.2
 —
 160.2
Total operating expenses6,908.8
 1,200.4
 8,109.2
 6,905.6
 1,214.2
 8,119.8
            
OPERATING INCOME973.6
 (35.2) 938.4
 941.0
 (4.6) 936.4
            
EXPENSES AND OTHER INCOME:           
Interest expense(90.8) —
 (90.8) (90.6) —
 (90.6)
Interest income19.4
 —
 19.4
 20.1
 —
 20.1
Other expense, net(26.2) —
 (26.2) (40.3) —
 (40.3)
Total (expenses) and other income(97.6) —
 (97.6) (110.8) —
 (110.8)
            
Income before income taxes876.0
 (35.2) 840.8
 830.2
 (4.6) 825.6
Provision for income taxes281.9
 (10.6) 271.3
 198.0
 (1.1) 196.9
Income of consolidated companies594.1
 (24.6) 569.5
 632.2
 (3.5) 628.7
Equity in net income of unconsolidated affiliates0.9
 —
 0.9
 0.3
 —
 0.3
NET INCOME595.0
 (24.6) 570.4
 632.5
 (3.5) 629.0
Net income attributable to noncontrolling interests(16.0) —
 (16.0) (24.0) —
 (24.0)
NET INCOME AVAILABLE TO IPG COMMON STOCKHOLDERS$579.0
 $(24.6) $554.4
 $608.5
 $(3.5) $605.0
            
Earnings per share available to IPG common stockholders:           
Basic$1.49
 $(0.07) $1.42
 $1.53
 $(0.01) $1.52
Diluted$1.46
 $(0.06) $1.40
 $1.49
 $(0.01) $1.48
            
Weighted-average number of common shares outstanding:           
Basic389.6
 —
 389.6
 397.9
 —
 397.9
Diluted397.3
 —
 397.3
 408.0
 —
 408.0
            
1
These amounts have been revised for the new presentation as described in Note 1.



55

Table of Contents
Notes to Consolidated Financial Statements
(Amounts in Millions, Except Per Share Amounts)


CONSOLIDATED BALANCE SHEET
 December 31, 2017
 As Reported ASC 606 Adjustments As Adjusted
ASSETS:     
Cash and cash equivalents$790.9
 $—
 $790.9
Accounts receivable, net of allowance of $42.74,585.0
 —
 4,585.0
Expenditures billable to clients1,747.4
 (1,747.4) —
Accounts receivable, billable to clients—
 1,747.4
 1,747.4
Assets held for sale5.7
 —
 5.7
Other current assets335.1
 11.4
 346.5
Total current assets7,464.1
 11.4
 7,475.5
Property and equipment, net of accumulated depreciation of $1,036.2650.4
 —
 650.4
Deferred income taxes236.0
 (2.0) 234.0
Goodwill3,820.4
 —
 3,820.4
Other intangible assets140.7
 —
 140.7
Other non-current assets383.6
 0.1
 383.7
TOTAL ASSETS$12,695.2
 $9.5
 $12,704.7
      
LIABILITIES:     
Accounts payable$6,907.8
 $(487.6) $6,420.2
Accrued liabilities674.7
 —
 674.7
Contract liabilities—
 484.7
 484.7
Short-term borrowings84.9
 —
 84.9
Current portion of long-term debt2.0
 —
 2.0
Liabilities held for sale8.8
 —
 8.8
Total current liabilities7,678.2
 (2.9) 7,675.3
Long-term debt1,285.6
 —
 1,285.6
Deferred compensation476.6
 —
 476.6
Other non-current liabilities766.9
 1.9
 768.8
TOTAL LIABILITIES10,207.3
 (1.0) 10,206.3
      
Redeemable noncontrolling interests252.1
 —
 252.1
      
STOCKHOLDERS’ EQUITY:     
Common stock38.6
 —
 38.6
Additional paid-in capital955.2
 —
 955.2
Retained earnings2,093.6
 10.9
 2,104.5
Accumulated other comprehensive loss, net of tax(827.4) (0.4) (827.8)
 2,260.0
 10.5
 2,270.5
Less: Treasury stock(59.0) —
 (59.0)
Total IPG stockholders’ equity2,201.0
 10.5
 2,211.5
Noncontrolling interests34.8
 —
 34.8
TOTAL STOCKHOLDERS’ EQUITY2,235.8
 10.5
 2,246.3
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY$12,695.2
 $9.5
 $12,704.7


56

Table of Contents
Notes to Consolidated Financial Statements
(Amounts in Millions, Except Per Share Amounts)


CONSOLIDATED STATEMENT OF CASH FLOWS
 Year ended December 31, 2017
  
As Reported ASC 606 Adjustments As Adjusted
CASH FLOWS FROM OPERATING ACTIVITIES:     
Net income$595.0
 $(24.6) $570.4
Adjustments to reconcile net income to net cash used in operating activities:     
Depreciation and amortization157.1
 —
 157.1
Provision for uncollectible receivables9.5
 —
 9.5
Amortization of restricted stock and other non-cash compensation82.0
 —
 82.0
Net amortization of bond discounts and deferred financing costs5.8
 —
 5.8
Deferred income tax provision1.1
 (10.6) (9.5)
Net losses on sales of businesses24.1
 —
 24.1
Other12.7
 —
 12.7
Changes in assets and liabilities, net of acquisitions and divestitures, providing (using) cash:     
Accounts receivable37.6
 —
 37.6
Expenditures billable to clients(165.5) 165.5
 —
Accounts receivable, billable to clients—
 (165.5) (165.5)
Other current assets27.4
 22.7
 50.1
Accounts payable311.9
 24.5
 336.4
Accrued liabilities(241.3) —
 (241.3)
Contract liabilities—
 (12.0) (12.0)
Other non-current assets and liabilities24.4
 —
 24.4
Net cash provided by operating activities881.8
 —
 881.8
CASH FLOWS FROM INVESTING ACTIVITIES:     
Net cash used in investing activities(196.2) —
 (196.2)
CASH FLOWS FROM FINANCING ACTIVITIES:     
Net cash used in financing activities(1,004.9) —
 (1,004.9)
Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash16.8
 —
 16.8
Net decrease in cash, cash equivalents and restricted cash(302.5) —
 (302.5)
Cash, cash equivalents and restricted cash at beginning of period1,100.2
 —
 1,100.2
Cash, cash equivalents and restricted cash at end of period$797.7
 $—
 $797.7



57

Table of Contents
Notes to Consolidated Financial Statements
(Amounts in Millions, Except Per Share Amounts)


 Year ended December 31, 2016
  
As Reported ASC 606 Adjustments As Adjusted
CASH FLOWS FROM OPERATING ACTIVITIES:     
Net income$632.5
 $(3.5) $629.0
Adjustments to reconcile net income to net cash used in operating activities:     
Depreciation and amortization160.2
 —
 160.2
Provision for uncollectible receivables16.7
 —
 16.7
Amortization of restricted stock and other non-cash compensation85.6
 —
 85.6
Net amortization of bond discounts and deferred financing costs5.6
 —
 5.6
Deferred income tax provision45.7
 (1.1) 44.6
Net losses on sales of businesses41.4
 —
 41.4
Other35.5
 —
 35.5
Changes in assets and liabilities, net of acquisitions and divestitures, providing (using) cash:     
Accounts receivable(220.7) —
 (220.7)
Expenditures billable to clients(2.2) 2.2
 —
Accounts receivable, billable to clients—
 (2.2) (2.2)
Other current assets(4.8) 5.3
 0.5
Accounts payable(126.1) (21.3) (147.4)
Accrued liabilities(61.1) —
 (61.1)
Contract liabilities—
 20.6
 20.6
Other non-current assets and liabilities(95.5) —
 (95.5)
Net cash provided by operating activities512.8
 —
 512.8
CASH FLOWS FROM INVESTING ACTIVITIES:     
Net cash used in investing activities(263.9) —
 (263.9)
CASH FLOWS FROM FINANCING ACTIVITIES:     
Net cash used in financing activities(666.4) —
 (666.4)
Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash11.6
 —
 11.6
Net decrease in cash, cash equivalents and restricted cash(405.9) —
 (405.9)
Cash, cash equivalents and restricted cash at beginning of period1,506.1
 —
 1,506.1
Cash, cash equivalents and restricted cash at end of period$1,100.2
 $—
 $1,100.2
Retained earnings as of January 1, 2016, December 31, 2016 and 2017 increased by $39.1, $35.6, and $10.9, respectively, as a result of the adoption of ASC 606. Accumulated other comprehensive loss, net of tax, as of December 31, 2016 and 2017 decreased by $1.9 and $0.4, respectively, as a result of the adoption of the ASC 606.
Disaggregation of Revenue
The following is a description of the principal activities, by reportable segment, from which we generate revenue. For more detailed information about reportable segments, see Note 14.15.
Integrated Agency Networks
The Integrated Agency Networks ("IAN") segment of IPG principally generates revenue from providing advertising and media services as well as a comprehensive array of global communications, marketing services and marketing services.data management. Within IAN’s advertising business, we typically identify two performance obligations for creative and production services. Depending on the arrangement, we typically act as the principal for our creative services and as the agent for our production services. Within our media business, we also identify two performance obligations for media planning and media buying services. We typically act as the principal for our media planning services and as the agent for media buying services. Generally, our branding arrangements consist of two performance obligations, and we act as the principal for both performance obligations.

58

Table of Contents
Notes to Consolidated Financial Statements
(Amounts in Millions, Except Per Share Amounts)


Constituency Management GroupIPG DXTRA
The IPG DXTRA ("DXTRA"), the rebranded Constituency Management Group ("CMG")(CMG), segment generates revenue from providing events and public relations services as well as sports and entertainment marketing, corporate and brand identity, and strategic marketing consulting. In CMG’sDXTRA’s events and public relations arrangements, we typically identify one performance obligation, for which we act as the principal in most arrangements. Generally, our branding arrangements consist of two performance obligations, and we act as the principal for both performance obligations.
Corporate and Other
Corporate and other includes Acxiom, which was acquired on October 1, 2018 and had total and net revenue of $181.7 for the three months ended December 31, 2018.
Principal Geographic Markets
Our agencies are located in over 100 countries, including every significant world market. Our geographic revenue breakdown is listed below.
 Years ended December 31,
Total revenue:202020192018
United States$5,751.5 $6,368.7 $5,851.0 
International:
United Kingdom742.9 871.8 881.4 
Continental Europe763.5 842.9 840.2 
Asia Pacific879.5 1,102.3 1,170.8 
Latin America349.7 431.6 389.0 
Other573.9 604.0 582.0 
Total International3,309.5 3,852.6 3,863.4 
Total Consolidated$9,061.0 $10,221.3 $9,714.4 
 Years ended December 31,
Total revenue:2018 2017 2016
United States$5,851.0
 $5,417.3
 $5,452.6
International:     
United Kingdom881.4
 775.7
 788.8
Continental Europe840.2
 780.6
 764.1
Asia Pacific1,170.8
 1,106.4
 1,076.0
Latin America389.0
 386.6
 417.2
Other582.0
 581.0
 557.5
Total International3,863.4
 3,630.3
 3,603.6
Total Consolidated$9,714.4
 $9,047.6
 $9,056.2
 
 Years ended December 31,
Net revenue:2018 2017 2016
United States$4,825.0
 $4,458.8
 $4,443.2
International:     
United Kingdom711.7
 613.1
 604.3
Continental Europe737.5
 687.8
 682.0
Asia Pacific896.8
 866.9
 887.7
Latin America350.1
 350.8
 367.8
Other510.5
 496.1
 467.3
Total International3,206.6
 3,014.7
 3,009.1
Total Consolidated$8,031.6
 $7,473.5
 $7,452.3
62


59

Notes to Consolidated Financial Statements
(Amounts in Millions, Except Per Share Amounts)



 Years ended December 31,
Net revenue:202020192018
United States$5,211.4 $5,386.1 $4,825.0 
International:
United Kingdom664.3 727.0 711.7 
Continental Europe683.6 742.4 737.5 
Asia Pacific710.5 858.3 896.8 
Latin America323.4 389.9 350.1 
Other471.3 521.4 510.5 
Total International2,853.1 3,239.0 3,206.6 
Total Consolidated$8,064.5 $8,625.1 $8,031.6 
IANYears ended December 31,
Total revenue:2018 2017 2016
United States$4,279.4
 $4,062.3
 $4,075.9
International3,095.0
 2,947.3
 2,916.9
Total IAN$7,374.4
 $7,009.6
 $6,992.8
      
Net revenue:     
United States$3,832.7
 $3,660.6
 $3,600.3
International2,753.1
 2,606.1
 2,601.1
Total IAN$6,585.8
 $6,266.7
 $6,201.4
 

IANYears ended December 31,
Total revenue:202020192018
United States$4,658.5 $4,878.1 $4,318.2 
International2,751.6 3,113.9 3,109.1 
Total IAN$7,410.1 $7,992.0 $7,427.3 
Net revenue:
United States$4,451.7 $4,538.1 $3,953.8 
International2,469.7 2,790.7 2,767.1 
Total IAN$6,921.4 $7,328.8 $6,720.9 
CMGYears ended December 31,
DXTRADXTRAYears ended December 31,
Total revenue:2018 2017 2016Total revenue:202020192018
United States$1,404.0
 $1,355.0
 $1,376.7
United States$1,093.0 $1,490.6 $1,532.8 
International754.3
 683.0
 686.7
International557.9 738.7 754.3 
Total CMG$2,158.3
 $2,038.0
 $2,063.4
Total DXTRATotal DXTRA$1,650.9 $2,229.3 $2,287.1 
     
Net revenue:     Net revenue:
United States$824.6
 $798.2
 $842.9
United States$759.7 $848.0 $871.2 
International439.5
 408.6
 408.0
International383.4 448.3 439.5 
Total CMG$1,264.1
 $1,206.8
 $1,250.9
Total DXTRATotal DXTRA$1,143.1 $1,296.3 $1,310.7 
 
Contract Balances
The following table provides information about receivables, contract assets and contract liabilities from contracts with customers.
December 31,
2020		December 31,
2019
Accounts receivable, net of allowance of $98.3 and $40.2, respectively$4,646.4 $5,209.2 
Accounts receivable, billable to clients1,820.7 1,934.1 
Contract assets51.8 63.0 
Contract liabilities (deferred revenue)657.8 585.6 
63
 December 31,
2018		 December 31,
2017
Accounts receivable, net of allowance of $42.5 and $42.7, respectively$5,126.6
 $4,585.0
Accounts receivable, billable to clients1,900.6
 1,747.4
Contract assets67.9
 11.5
Contract liabilities (deferred revenue)533.9
 484.7
Notes to Consolidated Financial Statements
(Amounts in Millions, Except Per Share Amounts)

Contract assets are primarily comprised of contract incentives that are generally satisfied annually under the terms of our contracts and are transferred to accounts receivable when the right to payment becomes unconditional. Contract liabilities relate to advance consideration received from customers under the terms of our contracts primarily related to reimbursements of third-party expenses, whether we act as principal or agent, and to a lesser extent, periodic retainer fees, both of which are generally recognized shortly after billing.

The majority of our contracts are for periods of one year or less with the exception of our data management contracts. For those contracts with a term of more than one year, we had approximately $654.0 of unsatisfied performance obligations as of December 31, 2020, which will be recognized as services are performed over the remaining contractual terms through 2026.


Note 3:  Leases
As of December 31, 2020 and 2019, the majority of our operating leases, for which we serve as the lessee, consist primarily of real-estate property for our offices around the world, and we do not have a material amount of finance leases. Both the right-of-use asset and lease liability are measured at the present value of the future lease payments, with the asset being subject to adjustments such as initial direct costs, prepaid lease payments, and lease incentives. Many of our leases provide for renewal and/or termination options, as well as escalation clauses, which are also factored into our lease payments when appropriate. As of December 31, 2020, our leases have remaining lease terms of 1 year to 19 years. The discount rate used to measure the lease asset and liability is determined at the beginning of the lease term using the rate implicit in the lease, if readily determinable, or using the Company's collateralized credit-adjusted borrowing rate.
The following tables present information on our operating leases for the full years of 2020 and 2019.
Years ended December 31,
20202019
Operating lease cost$318.5 $325.2 
Short-term lease cost10.6 13.8 
Sublease income(15.8)(12.9)
Total lease cost$313.3 $326.1 
Cash paid related to operating lease liabilities
$335.7 $334.1 
Right-of-use assets obtained in exchange for lease liabilities$274.4 $422.8 
As of December 31,
20202019
Weighted-average remaining lease termEight yearsEight years
Weighted-average discount rate4.00 %4.26 %
Our future payments of our operating leases as of December 31, 2020 are listed in the table below.
PeriodNet Rent
2021$322.9 
2022302.6 
2023241.2 
2024212.2 
2025194.7 
Thereafter735.2 
Total future lease payments2,008.8 
Less: imputed interest299.3 
Present value of future lease payments1,709.5 
Less: current portion of operating leases268.5 
Non-current operating leases
$1,441.0 
As of December 31, 2020, we had additional operating leases that had not yet commenced with future lease payments of approximately $52.0 commencing in 2021 with lease terms of 1 to 10 years.

60
64

Table of Contents
Notes to Consolidated Financial Statements – (continued)
(Amounts in Millions, Except Per Share Amounts)

Note 3:4:  Debt and Credit Arrangements
Long-Term Debt
A summary of the carrying amounts and fair values of our long-term debt is listed below.
 
Effective
Interest Rate
 December 31,
2018 2017
 
Book
Value
 
Fair
Value 1
 
Book
Value
 
Fair
Value 1
3.50% Senior Notes due 2020 (less unamortized discount and issuance costs of $0.8 and $2.6, respectively)3.89% $496.6
 $499.9
 $—
 $—
3.75% Senior Notes due 2021 (less unamortized discount and issuance costs of $0.3 and $2.9, respectively)3.98% 496.8
 503.2
 —
 —
4.00% Senior Notes due 2022 (less unamortized discount and issuance costs of $1.0 and $0.8, respectively)4.13% 248.2
 250.3
 247.6
 259.0
3.75% Senior Notes due 2023 (less unamortized discount and issuance costs of $0.6 and $1.7, respectively)4.32% 497.7
 491.4
 497.1
 513.2
4.20% Senior Notes due 2024 (less unamortized discount and issuance costs of $0.5 and $2.2, respectively)4.24% 497.3
 492.6
 496.7
 524.2
4.65% Senior Notes due 2028 (less unamortized discount and issuance costs of $1.7 and $4.3, respectively)4.78% 494.0
 494.1
 —
 —
5.40% Senior Notes due 2048 (less unamortized discount and issuance costs of $2.8 and $5.5, respectively)5.48% 491.7
 474.1
 —
 —
Term Loan due 2021 - LIBOR plus 1.25%
  400.0
 400.0
 —
  
Other notes payable and capitalized leases  38.0
 38.0
 46.2
 46.2
Total long-term debt  3,660.3
   1,287.6
  
Less: current portion  0.1
   2.0
  
Long-term debt, excluding current portion  $3,660.2
   $1,285.6
  
 Effective
Interest Rate		December 31,
2020 1
2019 1
3.50% Senior Notes due 20203.89 %$0 $498.5 
3.75% Senior Notes due 2021 (less unamortized discount and issuance costs of $0.1 and $0.8, respectively)3.98 %499.1 497.9 
4.00% Senior Notes due 2022 (less unamortized discount and issuance costs of $0.4 and $0.3, respectively)4.13 %249.3 248.7 
3.75% Senior Notes due 2023 (less unamortized discount and issuance costs of $0.3 and $0.9, respectively)4.32 %498.8 498.2 
4.20% Senior Notes due 2024 (less unamortized discount and issuance costs of $0.3 and $1.4, respectively)4.24 %498.3 497.8 
4.65% Senior Notes due 2028 (less unamortized discount and issuance costs of $1.3 and $3.5, respectively)4.78 %495.2 494.6 
4.75% Senior Notes due 2030 (less unamortized discount and issuance costs of $3.5 and $5.7, respectively)4.92 %640.8 0 
5.40% Senior Notes due 2048 (less unamortized discount and issuance costs of $2.7 and $5.2, respectively)5.48 %492.1 491.9 
Other notes payable and capitalized leases44.7 46.3 
Total long-term debt3,418.3 3,273.9 
Less: current portion502.5 502.0 
Long-term debt, excluding current portion$2,915.8 $2,771.9 
1See Note 13 for information on the fair value measurement of our long-term debt.
1See Note 12 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, 2018.2020.
2021$502.5 
2022250.2 
2023498.9 
2024498.3 
20250.0 
Thereafter1,668.4 
Total long-term debt$3,418.3 
2019$0.1
2020496.9
2021896.8
2022248.2
2023497.7
Thereafter1,520.6
Total long-term debt$3,660.3
Our 3.75% Senior Notes in aggregate principal amount of $500.0 mature on October 1, 2021. We expect to use available cash on hand as well as additional short-term borrowings as needed to fund the principal repayment. 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, 20182020 and 2017,2019, we had total unamortized debt issuance costs of $26.0$24.3 and $13.0,$21.6, 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.
Debt Transactions
See Note 6 for further information regardingAs of December 31, 2020 and December 31, 2019, the estimated fair value of the Company's acquisition of Acxiom (the "Acxiom Acquisition") on October 1, 2018 (the "Closing Date").
Senior Notes
On September 21, 2018, in orderlong-term debt was $3,995.0 and $3,565.5, respectively. Refer to fund the Acxiom Acquisition and related fees and expenses, we issued a total of $2,000.0 in aggregate principal amount of unsecured senior notes (in four separate series of $500.0 each, together, the "Senior Notes").

Note 13 for details.
61
65

Notes to Consolidated Financial Statements – (continued)
(Amounts in Millions, Except Per Share Amounts)

Debt Transactions
3.50% Senior Notes Due 2020
Our 3.50% Senior Notes in aggregate principal amount of $500.0 matured on October 1, 2020, and we used available cash, including the proceeds from the offering of our 4.75% Senior Notes, to fund the principal repayment.
4.75% Senior Notes Due 2030
On March 30, 2020, we issued a total of $650.0 in aggregate principal amount of 4.75% senior unsecured notes (the “4.75% Senior Notes”) due March 30, 2030. Upon issuance, the 4.75% Senior Notes were reflected on our Consolidated Balance Sheetsat $640.0, net of discount of $5.8$3.8 and net of the capitalized debt issuance costs, including commissions and offering expenses of $16.1,$6.2, both of which will be amortized in interest expense through the respective maturity dates of each series of Senior Notesdate using the effective interest method. Interest is payable semi-annually in arrears on April 1stMarch 30th and October 1stSeptember 30th of each year, commencing on April 1, 2019.September 30, 2020.
The issuance was comprised of the following four series of notes:
Senior Notes Par Value Discount at Issuance Net Price at Issuance Issuance Cost Net Proceeds
3.50% Senior Notes due 2020 $500.0
 $1.0
 $499.0
 $2.9
 $496.1
3.75% Senior Notes due 2021 500.0
 0.3
 499.7
 3.2
 496.5
4.65% Senior Notes due 2028 500.0
 1.7
 498.3
 4.4
 493.9
5.40% Senior Notes due 2048 500.0
 2.8
 497.2
 5.6
 491.6
Total $2,000.0
 $5.8
 $1,994.2
 $16.1
 $1,978.1
Consistent with our other debt securities, the newly issued Senior Notes 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. We may redeem each series of the 4.75% Senior Notes at any time in whole, or from time to time in part, in accordance with the provisions of the indenture, including the applicable supplemental indenture, under which such series ofthe 4.75% Senior Notes waswere issued. If the Acxiom Acquisition had been terminated or had not closed on or prior to June 30, 2019, we would have been required to redeem the Senior Notes due 2020, 2021 and 2028 at a redemption price equal to 101% of the principal amount thereof, plus accrued and unpaid interest. Additionally, upon the occurrence of a change of control repurchase event with respect to the 4.75% Senior Notes, each holder of the 4.75% Senior Notes has the right to require the Company to purchase that holder’s 4.75% Senior Notes at a price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, unless the Company has
exercised its option to redeem all the 4.75% Senior Notes.
Term Loan Agreement
On October 1, 2018, in order to fund the Acxiom Acquisition and related fees and expenses, we borrowed $500.0 through debt financing arrangements with third-party lenders under a three-year term loan agreement (the "Term Loan Agreement"), $100.0 of which we paid down on December 3, 2018. Consistent with our other debt securities, the Term Loan Agreement includes covenants that, among other things, limit our liens and the liens of certain of our consolidated subsidiaries. In addition, it requires us to maintain the same financial maintenance covenants as discussed below.
Loans under the Term Loan bear interest at a variable rate based on, at the Company’s option, either the base rate or the Eurodollar rate (each as defined in the Term Loan Agreement) plus an applicable margin that is determined based on our credit ratings. As of December 31, 2018, the applicable margin was 0.25% for base rate loans and 1.25% for Eurodollar rate loans.Credit Arrangements
Credit AgreementsAgreement
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. The Credit Agreement is a revolving facility, expiring in October 2022,November 2024, 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 December 31, 20182020 and 2017,2019, there were no0 borrowings under the Credit Agreement; however, we had $8.5$9.0 and $8.4 of letters of credit under the Credit Agreement, which reduced our total availability to $1,491.5$1,491.0 and $1,491.6, respectively.
On July 27, 2018, In addition to other and customary covenants, we entered into Amendment No. 1are 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 (the "Amendment"). The Amendment increased the maximum leverage ratio covenant to (i) 4.00 to 1.00 for the first, second and third fiscal quarters ending after the Acxiom Closing Date, (ii) 3.75 to 1.00 for the fourth, fifth, sixth and seventh full fiscal quarters ending after the Acxiom Closing Date and (iii) 3.50 to 1.00 for the eighth full fiscal quarter ending after the Acxiom Closing Date and thereafter.as of December 31, 2020.
Under the Credit Agreement, we can elect to receive advances bearing interest based on either the base rateBase 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, 2018,2020, the applicable margin was 0.10%0.125% for base rateBase Rate advances and 1.10%1.125% for Eurocurrency rate advances.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

62

Table of Contents
Notes to Consolidated Financial Statements – (continued)
(Amounts in Millions, Except Per Share Amounts)

for Eurocurrency rate advances, and fronting fees accrue on the aggregate amount of letters of credit outstanding at an annual rate of 0.25%0.250%. We also pay a facility fee aton each lender's revolving commitment of 0.125%, which is an annual rate that is determined based on our credit ratings,ratings.
66
Notes to Consolidated Financial Statements – (continued)
(Amounts in Millions, Except Per Share Amounts)
364-Day Credit Facility
On March 27, 2020, we entered into an agreement for a 364-day revolving credit facility (the "364-Day Credit Facility") that matures on March 26, 2021. The 364-Day Credit Facility is a revolving facility, under which amounts borrowed by us may be repaid and reborrowed, subject to an aggregate lending limit of $500.0. The cost structure of the 364-Day Credit Agreement is based on the Company’s current credit ratings. The applicable margin for Base Rate Advances (as defined in the 364-Day Credit Facility) is 0.250%, the applicable margin for Eurodollar Rate Advances (as defined in the 364-Day Credit Facility) is 1.250%, and the facility fee payable on a lender’s revolving commitment is 0.250%. In addition, the 364-Day Credit Facility includes covenants that, among other things, (i) limit our liens and the liens of our consolidated subsidiaries, and (ii) limit subsidiary debt. The 364-Day Credit Facility also contains a financial covenant that requires us to maintain, on a consolidated basis as of the end of each fiscal quarter, a leverage ratio for the four quarters then ended. The leverage ratio and other covenants set forth in the 364-Day Credit Facility are equivalent to the covenants contained in the Company’s existing Credit Agreement, which remains in full effect. As of December 31, 2018, was 0.15% on2020, there were 0 borrowings under the aggregate lending commitment364-Day Credit Facility, and we were in compliance with all of our covenants in the 364-Day Credit Facility.
The Amendments
On July 28, 2020, we entered into Amendment No. 1 to the Credit Agreement and Amendment No. 1 to the 364-Day Credit Facility (together, the “Amendments”). The Amendments increased the maximum leverage ratio covenant to 4.25x in the case of the 364-Day Credit Facility and, in the case of the Credit Agreement, to (i) 4.25x through the quarter ended June 30, 2021, and (ii) 3.50x thereafter. Amendment No.1 to the Credit Agreement also increased the Applicable Margin (as defined in the Credit Agreement) for any borrowings we make under the Credit Agreement.Agreement if our long-term public debt ratings are BB+/Ba1 or below at the time of borrowing. We have the option to terminate Amendment No.1 to the Credit Agreement at any time, provided that at the time we deliver a termination notice, the leverage ratio as of the end of the most recently ended fiscal quarter did not exceed 3.50x. The Credit Agreement reverts to its original terms on June 30, 2021, or following any such early termination, whichever is earlier. We paid amendment fees of $2.0 in connection with the Amendments.
In addition to other and customary covenants, the Credit Agreement and the Term Loan each require that we are required to maintain the financial covenantscovenant listed below as of the end of each fiscal quarter for the period of four fiscal quarters then ended. We were in compliance with all ofended pursuant to our covenants in the Credit Agreement and the Term Loan as of December 31, 2018.364-Day Credit Facility.
Financial Covenant
Interest coverage ratio (not less than): 1
5.00x
Leverage ratio (not greater than): 1, 2
4.00x4.25x
1The interest coverage ratio is defined as EBITDA, as defined in the Credit Agreement and Term Loan Agreement, to net interest expense for the four quarters then ended.
2The leverage ratio is defined as debt as of the last day of such fiscal quarter to EBITDA, as defined in the Amended Credit Agreement and Term Loan Agreement, for the four quarters then ended.
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.
2On July 28, 2020, the Amendments increased the maximum leverage ratio covenant from 3.75x to 4.25x in the case of the 364-Day Credit Facility and, in the case of the Credit Agreement, to (i) 4.25x through the quarter ended June 30, 2021, and (ii) 3.50x thereafter.
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, 20182020 and 2017,2019, the Company had uncommitted lines of credit in an aggregate amount of $1,173.1$857.6 and $926.2,$1,056.0, under which we had outstanding borrowings of $73.7$48.0 and $84.9$52.4 classified as short-term borrowings on our Consolidated Balance Sheets, respectively. The average amounts outstanding during 20182020 and 20172019 were $96.4$86.5 and $223.8,$88.0, respectively, with weighted-average interest rates of approximately 4.5%3.6% and 2.9%5.2%, respectively.
CommercialPaper
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. Proceeds of the commercialCommercial paper proceeds are used for working capital and general corporate purposes, including the repayment of maturing indebtedness and other short-term liquidity needs. TheCommercial paper maturities of the commercial paper vary but may not exceed 397 days from the date of issue. As of December 31, 2018,2020 and 2019, there was no0 commercial paper outstanding. The average amountamounts outstanding under the program was $648.7 in 2018,2020 and 2019 were $105.8 and $312.9 with a weighted-average interest raterates of 2.4%approximately 1.5% and a2.5% and weighted-average maturitymaturities of twenty-two days.twelve and thirteen days, respectively.
67
Notes to Consolidated Financial Statements – (continued)
(Amounts in Millions, Except Per Share Amounts)
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, 20182020 and 20172019 the amounts netted were $2,065.8$2,702.2 and $1,412.0,$2,274.9, respectively.


68
Notes to Consolidated Financial Statements – (continued)
(Amounts in Millions, Except Per Share Amounts)
Note 4:5:  Earnings Per Share
The following sets forth basic and diluted earnings per common share available to IPG common stockholders.
Years ended December 31,
202020192018
Net income available to IPG common stockholders$351.1 $656.0 $618.9 
Weighted-average number of common shares outstanding - basic389.4 386.1 383.3 
Dilutive effect of stock options and restricted shares3.8 5.1 5.7 
Weighted-average number of common shares outstanding - diluted393.2 391.2 389.0 
Earnings per share available to IPG common stockholders:
Basic$0.90 $1.70 $1.61 
Diluted$0.89 $1.68 $1.59 

Note 6:  Acquisitions
 Years ended December 31,
 2018 2017 2016
Net income available to IPG common stockholders$618.9
 $554.4
 $605.0
      
Weighted-average number of common shares outstanding - basic383.3
 389.6
 397.9
Dilutive effect of stock options and restricted shares5.7
 7.7
 10.1
Weighted-average number of common shares outstanding - diluted389.0
 397.3
 408.0
      
Earnings per share available to IPG common stockholders:     
Basic$1.61
 $1.42
 $1.52
Diluted$1.59
 $1.40
 $1.48
Acxiom Acquisition

On October 1, 2018, pursuant to the terms of the Membership Interest Purchase Agreement dated as of July 2, 2018, the Company completed the acquisition of Acxiom Holdings, Inc.’s Marketing Solutions business ("Acxiom") through the acquisition of 100% of the equity interests of Acxiom for $2,327.9, subject to customary closing adjustments. The purpose of the acquisition is to combine the Company's media, creative, marketing services and analytics capabilities, global scale and consumer insights, with Acxiom's expertise in identity, data, integrations and data stewardship.

The Company funded the acquisition of Acxiom from a term loan agreement with third-party lenders for $500.0 and unsecured senior notes issued for a total of $2,000.0 in aggregate principal amount.
The following table summarizes the fair values of the assets acquired and liabilities assumed at the closing date:
October 1, 2018
Cash and cash equivalents$13.3 
Accounts receivable112.9 
Accounts receivable, billable to clients
8.3 
Other current assets28.2 
Property and equipment, net159.7 
Deferred income taxes(0.6)
Goodwill1,110.8 
Intangible assets, net995.0 
Other non-current assets8.3 
Accounts payable(37.1)
Accrued liabilities(46.9)
Contract liabilities(23.2)
Other non-current liabilities(0.8)
Net assets acquired$2,327.9 
The fair values of the identifiable intangible assets acquired at the closing date are as follows:
63
69

Table of Contents
Notes to Consolidated Financial Statements – (continued)
(Amounts in Millions, Except Per Share Amounts)

Fair ValueWeighted Average Amortization Period (Years)
Customer lists$600.0 15.0
Know-how and technology235.0 9.0
Trade names160.0 15.0 to indefinite
Total intangible assets$995.0 
Note 5:The fair value of the customer lists was determined by applying the multi-period excess earnings method, a variation of the income approach. The fair values of the know-how and technology and the trade names were determined using the relief from royalty method of the income approach. Goodwill generated by the Acxiom acquisition, the majority of which is tax deductible, primarily relates to intangible assets that do not qualify for separate recognition, including assembled workforce and synergies. The purchase accounting for the transaction was finalized during the third quarter of 2019, including the assignment of goodwill related to the transaction-associated synergies. There were no material adjustments to the preliminary amounts recorded.
The operating results of Acxiom for the period from October 1, 2018 to December 31, 2018, including net revenue of $181.7 and net income available to IPG common stockholders of $20.4, are included in our Consolidated Statements of Operations for the year ended December 31, 2018.
The Company incurred a total of $35.0 in "Selling, general and administrative expenses," $3.7 in "Interest expense," $0.4 in "Interest income" and $10.3 in "Other expense, net," for transaction-related costs in connection with the acquisition.
The following table presents the combined results of the Company and Acxiom for the year ended December 31, 2018 on an unaudited pro forma basis, as if the acquisition had occurred on January 1, 2017. The unaudited pro forma financial information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved if that acquisition had taken place at the beginning of January 1, 2017. It also does not reflect changes in cost structure or operations resulting from restructuring activities, changes in the business, or future events that may occur after the completion of the acquisition. The pro forma combined results of operations shown below include the business combination accounting effects resulting from the acquisition.
(Unaudited)
December 31,
2018
Pro forma revenues$10,230.4 
Pro forma net income642.2 
Other Acquisitions
We continue to evaluate strategic opportunities to expand our industry expertise, strengthen our position in high-growth and key strategic geographical markets and industry sectors, advance technological capabilities and improve operational efficiency through both acquisitions and increased ownership interests in current investments. Our acquisitions typically provide for an initial payment at the time of closing and additional contingent purchase price payments based on the future performance of the acquired entity. We have entered into agreements that may require us to purchase additional equity interests in certain consolidated and unconsolidated subsidiaries. The amounts at which we record these transactions in our financial statements are based on estimates of the future financial performance of the acquired entity, the timing of the exercise of these rights, changes in foreign currency exchange rates and other factors.
During 2018,2020 we completed five4 acquisitions, one3 of which were included in the IAN reportable segment, and 1 of which were included in the DXTRA reportable segment. These acquisitions include traditional advertising agency based in Colombia, a marketing and communications agency based in the U.K., a boutique post-production company based in New York, and a mobile app design agency based in the U.K. During 2020, we recorded approximately $28.0 of goodwill and other intangible assets related to our acquisitions.
During 2019, we completed 1 acquisition, a content communications agency based in the U.K. This acquisition was included in the IAN reportable segment, threesegment. During 2019, we recorded approximately $7.6 of goodwill and other intangible assets related to our acquisitions.
During 2018, we completed 5 acquisitions, 2 of which were included in the CMGIAN reportable segment, and Acxiom3 of which iswere included in the "Corporate and other" group. See Note 6 for discussion of our acquisition of Acxiom.DXTRA reportable segment. These acquisitions include a data and technology company based in the U.S., as discussed in detail above, a full-service digital agency based in Brazil, an entertainment marketing and brand
70
Notes to Consolidated Financial Statements – (continued)
(Amounts in Millions, Except Per Share Amounts)
licensing agency in the fashion and lifestyle sector based in the U.K., a content-focused social creative agency based in the U.K., a data and technology company based in the U.S., and a content production firm based in Israel. During 2018, we recorded approximately $2,131.0 of goodwill and other intangible assets related to our acquisitions.
During 2017, we completed ten acquisitions, eight of which were included in the IAN reportable segment, and two of which were included in the CMG reportable segment. The most significant acquisitions included a product and service design consultancy based in the U.S., an integrated healthcare marketing communications agency based in the U.S., a content creation and digital agency with offices in the U.S. and the U.K., a mobile consultancy and application development agency based in the U.K., a full-service public relations and digital agency based in China, a search engine optimization and digital content marketing agency based in the U.K., and a mobile focused digital agency based in the U.K. During 2017, we recorded approximately $62.0 of goodwill and other intangible assets related to our acquisitions.
During 2016, we completed ten acquisitions, three of which were included in the IAN reportable segment, and seven of which was included in the CMG reportable segment. The most significant acquisitions included a full-service digital agency in the U.K., a group of creative marketing agencies based in Russia, and a media planning and buying agency with significant digital capabilities in Canada. During 2016, we recorded approximately $149.0 of goodwill and other intangible assets related to our acquisitions.
The results of operations of our acquired companies were included in our consolidated results from the closing date of each acquisition. We did not make any payments in stock related to our acquisitions in 2018, 20172020, 2019 or 2016.2018.
Details of cash paid for current and prior years' acquisitions are listed below.
Years ended December 31,Years ended December 31,
2018 2017 2016202020192018
Cost of investment: current-year acquisitions 1
$2,323.4
 $36.8
 $65.7
Cost of investment: current-year acquisitions 1
$8.5 $0.6 $2,323.4 
Cost of investment: prior-year acquisitions33.9
 54.6
 40.7
Cost of investment: prior-year acquisitions45.9 15.8 33.9 
Less: net cash acquired(13.8) (7.1) (13.6)Less: net cash acquired(2.9)0 (13.8)
Total cost of investment2,343.5
 84.3
 92.8
Total cost of investment51.5 16.4 2,343.5 
Operating payments 2
19.4
 47.1
 19.1
Operating payments 2
2.9 9.3 19.4 
Total cash paid for acquisitions 3
$2,362.9
 $131.4
 $111.9
Total cash paid for acquisitions 3
$54.4 $25.7 $2,362.9 
1The cost of investment: current-year acquisitions line significantly increased in the year ended December 31, 2018, primarily as a result of payments related to the acquisition of Acxiom.
1The cost of investment: current-year acquisitions line significantly increased in the year ended December 31, 2018, primarily as a result of payments related to the acquisition of Acxiom. See Note 6 for further information on the Acxiom Acquisition.
2Represents cash payments for amounts that have been recognized in operating expenses since the date of acquisition either relating to adjustments to estimates in excess of the initial value of contingent payments recorded or were contingent upon the future employment of the former owners of the acquired companies. Amounts are reflected in the operating section of the Consolidated Statements of Cash Flows.
3Of the total cash paid for acquisitions, $2,309.8, $30.6 and $52.0 for the years ended December 31, 2018, 2017 and 2016, respectively, are classified under the investing section of the Consolidated Statements of Cash Flows as acquisitions, net of cash acquired. These amounts relate to initial payments for new transactions. Of the total cash paid for acquisitions, $33.7, $53.7 and $40.8 for the years ended December 31, 2018, 2017 and 2016, respectively, are classified under the financing section of the Consolidated Statements of Cash Flows as acquisition-related payments. These amounts relate to deferred payments and increases in our ownership interest for prior acquisitions.

2Represents cash payments for amounts that have been recognized in operating expenses since the date of acquisition either relating to adjustments to estimates in excess of the initial value of contingent payments recorded or were contingent upon the future employment of the former owners of the acquired companies. Amounts are reflected in the operating section of the Consolidated Statements of Cash Flows.
3Of the total cash paid for acquisitions, $4.9, $0.6 and $2,309.8 for the years ended December 31, 2020, 2019 and 2018, respectively, are classified under the investing section of the Consolidated Statements of Cash Flows as acquisitions, net of cash acquired. These amounts relate to initial payments for new transactions. Of the total cash paid for acquisitions, $46.6, $15.8 and $33.7 for the years ended December 31, 2020, 2019 and 2018, respectively, are classified under the financing section of the Consolidated Statements of Cash Flows as acquisition-related payments. These amounts relate to deferred payments and increases in our ownership interest for prior acquisitions.

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

64

Table of Contents
Notes to Consolidated Financial Statements – (continued)
(Amounts in Millions, Except Per Share Amounts)

relationships and talent. As a result, a substantial portion of the purchase price is primarily allocated to customer lists, trade names and goodwill.
For acquisitions we record deferred payment and redeemable noncontrolling interest amounts on our Consolidated Balance Sheets based on their acquisition-date fair value. Deferred payments are recorded on a discounted basis and adjusted quarterly, if necessary, through operating income or net interest expense, depending on the nature of the arrangement, for both changes in estimate and accretion between the acquisition date and the final payment date. See Note 1516 for further information on contingent acquisition obligations. Redeemable noncontrolling interests are adjusted quarterly, if necessary, to their estimated redemption value, but not less than their initial fair value. Any adjustments to the redemption value impact retained earnings or additional paid in capital, except for foreign currency translation adjustments. The following table presents changes in our redeemable noncontrolling interests.
71
Notes to Consolidated Financial Statements – (continued)
(Amounts in Millions, Except Per Share Amounts)
Years ended December 31,Years ended December 31,
2018 2017 2016202020192018
Balance at beginning of period$252.1
 $252.8
 $251.9
Balance at beginning of period$164.7 $167.9 $252.1 
Change in related noncontrolling interests balance(10.7) (2.8) 4.9
Change in related noncontrolling interests balance(5.4)(2.8)(10.7)
Changes in redemption value of redeemable noncontrolling interests:     Changes in redemption value of redeemable noncontrolling interests:
Additions—
 7.7
 6.8
Additions0.0 24.3 0.0 
Redemptions and other(33.7) (18.5) (14.8)Redemptions and other(20.6)(24.9)(33.7)
Redemption value adjustments(39.8) 12.9
 4.0
Redemption value adjustments 1
Redemption value adjustments 1
(45.6)0.2 (39.8)
Balance at end of period$167.9
 $252.1
 $252.8
Balance at end of period$93.1 $164.7 $167.9 
1Redemption value adjustments for the year ended December 31, 2020 were primarily attributable to the expiration of redemption provisions related to redeemable noncontrolling interests.
For all acquisitions, if a portion of the deferred payments and purchases of additional interests after the effective date of purchase are contingent upon employment terms, then that amount is accounted for separately from the business combination and recognized as compensation expense over the required earn-out period. Payments deemed as compensation are excluded from the fair value purchase price allocation to tangible net assets and intangible assets acquired.


Note 6: Acxiom Acquisition
On October 1, 2018, pursuant to the terms of the Membership Interest Purchase Agreement dated as of July 2, 2018, the Company completed the acquisition of Acxiom Holdings, Inc.’s Marketing Solutions business ("Acxiom") through the acquisition of 100% of the equity interests of Acxiom for $2,327.9, subject to customary closing adjustments. The purpose of the acquisition is to combine the Company's media, creative, marketing services and analytics capabilities, global scale and consumer insights, with Acxiom's expertise in identity, data, integrations and data stewardship.
The Company funded the acquisition of Acxiom from a term loan agreement with third-party lenders for $500.0 and unsecured senior notes issued for a total of $2,000.0 in aggregate principal amount. See Note 3 for further information regarding the Company's debt.

65

Table of Contents
Notes to Consolidated Financial Statements – (continued)
(Amounts in Millions, Except Per Share Amounts)

The following table summarizes the preliminary fair values of the assets acquired and liabilities assumed at the closing date:
 October 1, 2018
Cash and cash equivalents$13.3
Accounts receivable112.9
Accounts receivable, billable to clients
8.3
Other current assets28.2
Property and equipment, net159.7
Deferred income taxes(0.6)
Goodwill1,110.8
Intangible assets, net995.0
Other non-current assets8.3
Accounts payable(37.1)
Accrued liabilities(46.9)
Contract liabilities(23.2)
Other non-current liabilities(0.8)
Net assets acquired$2,327.9
The preliminary fair values of the identifiable intangible assets acquired at the closing date are as follows:
 Fair Value Weighted Average Amortization Period (Years)
Customer lists$600.0
 15.0
Know-how and technology235.0
 9.0
Trade names160.0
 15.0 to indefinite
Total intangible assets995.0
  
The preliminary fair value of the customer lists was determined by applying the multi-period excess earnings method, a variation of the income approach. The preliminary fair values of the know-how and technology and the trade names were determined using the relief from royalty method of the income approach. Goodwill generated by the Acxiom Acquisition, the majority of which is tax deductible, primarily relates to intangible assets that do not qualify for separate recognition, including assembled workforce and synergies. The purchase accounting process has not been completed primarily because the valuation of acquired assets has not been finalized. We expect to complete the purchase accounting as soon as practicable but no later than one year from the acquisition date. We do not believe there will be material adjustments.
The operating results of Acxiom for the period from October 1, 2018 to December 31, 2018, including net revenue of $181.7 and net income available to IPG common stockholders of $20.4, are included in our Consolidated Statements of Operations for the year ended December 31, 2018.
The Company incurred a total of $35.0 in "Selling, general and administrative expenses," $3.7 in "Interest expense," $0.4 in "Interest income" and $10.3 in "Other expense, net," for transaction-related costs in connection with the acquisition.
The following table presents the combined results of the Company and Acxiom for the years ended December 31, 2018 and 2017 on an unaudited pro forma basis, as if the acquisition had occurred on January 1, 2017. The unaudited pro forma financial information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved if that acquisition had taken place at the beginning of January 1, 2017. It also does not reflect changes in cost structure or operations resulting from restructuring activities, changes in the business, or future events that may occur after the completion of the acquisition. The pro forma combined results of operations shown below include after-tax nonrecurring transaction-related charges of $27.6 in 2017, and the business combination accounting effects resulting from the acquisition.

66

Table of Contents
Notes to Consolidated Financial Statements – (continued)
(Amounts in Millions, Except Per Share Amounts)

 (unaudited)
 December 31,
2018 2017
Pro forma revenues$10,230.4
 $9,736.1
Pro forma net income642.2
 519.2

Note 7:  Supplementary Data
Valuation and Qualifying Accounts –Accounts Receivable, Allowance for Uncollectible Accounts ReceivableExpected Credit Losses
 Years ended December 31,
 202020192018
Balance at beginning of period$40.2 $42.5 $42.7 
Cumulative effect of accounting change 1
9.0 N/AN/A
Charges to costs and expenses50.5 10.1 6.5 
Adjustments:
Acquisitions/(dispositions)8.6 (0.3)2.2 
Uncollectible accounts written off(11.2)(11.9)(7.1)
Recoveries0.2 N/AN/A
Foreign currency translation adjustments1.0 (0.2)(1.8)
Balance at end of period$98.3 $40.2 $42.5 
 Years ended December 31,
 2018 2017 2016
Balance at beginning of period$42.7
 $55.7
 $54.2
Charges to costs and expenses6.5
 9.5
 16.7
Adjustments:     
Acquisitions/(dispositions)2.2
 (1.0) (2.5)
Uncollectible accounts written off(7.1) (25.5) (9.4)
Foreign currency translation adjustments(1.8) 4.0
 (3.3)
Balance at end of period$42.5
 $42.7
 $55.7

1Cumulative effect of accounting change represents the pre-tax adjustment to our allowance for expected credit losses for our adoption of ASC Topic 326, Current Expected Credit Losses, effective January 1, 2020. The presentation of the table has been modified for the year ended December 31, 2020 to reflect the adoption.

Property and Equipment
 December 31,
 20202019
Furniture and equipment$654.6 $694.3 
Leasehold improvements554.6 634.9 
Internal-use computer software470.1 422.0 
Land and buildings144.9 143.3 
Gross property and equipment1,824.2 1,894.5 
Less: accumulated depreciation and amortization(1,133.9)(1,116.4)
Total property and equipment, net$690.3 $778.1 
  December 31,
  2018 2017
Furniture and equipment $681.7
 $634.8
Leasehold improvements 629.0
 641.5
Internal-use computer software 368.5
 331.3
Land and buildings 146.6
 79.0
Gross property and equipment 1,825.8
 1,686.6
Less: accumulated depreciation (1,034.9) (1,036.2)
Total property and equipment, net $790.9
 $650.4
Total depreciation and amortization expense, which excludes the amortization of acquired intangibles, for property and equipment for the years ended December 31, 2018, 20172020, 2019 and 2016 was2018 was $204.7, $192.5 and $165.3, $136.0 and $138.3, respectively.

Accrued Liabilities
The following table presents the components of accrued liabilities.
72
 December 31,
 2018 2017
Salaries, benefits and related expenses$494.9
 $441.7
Acquisition obligations65.7
 42.0
Office and related expenses52.2
 53.2
Interest43.6
 16.4
Other150.5
 121.4
Total accrued liabilities$806.9
 $674.7


67

Table of Contents
Notes to Consolidated Financial Statements – (continued)
(Amounts in Millions, Except Per Share Amounts)

Accrued Liabilities
The following table presents the components of accrued liabilities.
December 31,
20202019
Salaries, benefits and related expenses$504.6 $494.1 
Restructuring charges69.5 1.6 
Income taxes payable50.6 43.2 
Acquisition obligations47.9 45.7 
Interest43.6 38.8 
Office and related expenses25.5 26.9 
Other90.7 92.5 
Total accrued liabilities$832.4 $742.8 

Other Expense, Net
Results of operations include certain items that are not directly associated with our revenue-producing operations.
 Years ended December 31,
 202020192018
Net losses on sales of businesses$(67.0)$(43.4)$(61.9)
Other2.6 0.5 (7.7)
Total other expense, net$(64.4)$(42.9)$(69.6)
 Years ended December 31,
 2018 2017 2016
Net losses on sales of businesses$(61.9) $(24.1) $(41.4)
Other(7.7) (2.1) 1.1
Total other expense, net$(69.6) $(26.2) $(40.3)
Net losses on sales of businesses – During 2020 and 2019, the amounts recognized were related to sales of businesses and the classification of certain assets and liabilities, consisting primarily of cash, as held for sale within our IAN and DXTRA reportable segments. During 2018, the amounts recognized were related to sales of businesses and the classification of certain assets and liabilities, consisting primarily of cash, as held for sale within our IAN and CMGDXTRA reportable segments. The businesses held for sale as of year endyear-end primarily represent unprofitable, non-strategic agencies which are expected to be sold within the next twelve months. During 2017, the amounts recognized were related toThe sales of businesses and the classification of certain assets and liabilities consisting primarily of cash, accounts receivable and accounts payable, as held for sale included cash, net of proceeds, of $62.9, $6.7 and $30.8 for the years ended 2020, 2019 and 2018, respectively, which is classified within the Other Investing Activities line in our IAN reportable segment.Consolidated Statements of Cash Flows.
Other – During 2016,2020, the amounts recognized were related to salesprimarily a result of businesses andgains on remeasurement of equity interest arising from a change in ownership. During 2019, the classificationamounts recognized are primarily a result of certain assets and liabilities, consisting primarilychanges in fair market value of accounts receivable and accounts payable, as held forequity investments, partially offset by the sale within both our IAN and CMG reportable segments.
Other –of an equity investment. During 2018, the amounts recognized wereare primarily a result of transaction-related costs from the Acxiom Acquisition.acquisition, partially offset by changes in fair market value of equity investments.


Share Repurchase Program
In February 2018, our Board of Directors (the "Board") authorized a new share repurchase program to repurchase from time to time up to $300.0, excluding fees, of our common stock, which was in addition to the remaining amount available to be repurchased from the $300.0 authorization made by the Board in February 2017.
We may effect such repurchases through open market purchases, trading plans established in accordance with SEC rules, derivative transactions or other means. The timing and amount of repurchases in future periods will depend on market conditions and other funding requirements.
The following table presents our share repurchase activity under our share repurchase programs.
 Years ended December 31,
 2018 2017 2016
Number of shares repurchased5.1
 13.7
 13.3
Aggregate cost, including fees$117.1
 $300.1
 $303.3
Average price per share, including fees$23.03
 $21.97
 $22.76
On July 2, 2018, in connection with the announcement of the Acxiom acquisition, we announced that share repurchases will be suspended for a period of time in order to reduce the increased debt levels incurred in conjunction with the acquisition. As of December 31, 2018,2020, $338.4, remainedexcluding fees, remains available for repurchase under the share repurchase programs authorized in previous years, which has no expiration date.

Supplemental Cash Flow Information
73
 Years ended December 31,
 2018 2017 2016
Cash paid for interest$88.7
 $82.3
 $78.8
Cash paid for income taxes, net of refunds 1
207.9
 228.4
 244.1
1
Refunds of $24.3, $31.9 and $26.6 were received for the years ended December 31, 2018, 2017 and 2016, respectively.


68

Table of Contents
Notes to Consolidated Financial Statements – (continued)
(Amounts in Millions, Except Per Share Amounts)

Supplemental Cash Flow Information
 Years ended December 31,
 202020192018
Cash paid for interest$182.2 $192.7 $88.7 
Changes in operating lease right-of-use assets and lease liabilities 1
192.6 9.4 N/A
Cash paid for income taxes, net of refunds 2
89.1 150.2 207.9 
1For the year ended December 31, 2020, comprised of the impairments of operating lease right-of-use asset of $209.9, classified in Non-cash restructuring charges, partially offset by $17.3 net cash outflow, classified in Other non-current assets and liabilities in our Consolidated Statements of Cash Flows. For the year ended December 31, 2019, comprised of the impairments of operating lease right-of-use assets of $8.7, classified in Non-cash restructuring charges and $0.7, classified in Other non-current assets and liabilities in our Consolidated Statements of Cash Flows.
2Refunds of $124.2, $92.6 and $24.3 were received for the years ended December 31, 2020, 2019 and 2018, respectively.


Note 8:  Goodwill and Other Intangible Assets
Goodwill
Goodwill is the excess purchase price remaining from an acquisition after an allocation of purchase price has been made to identifiable assets acquired and liabilities assumed based on estimated fair values. The changes in the carrying value of goodwill for our reportable segments, IAN CMG and Corporate & other,DXTRA, for the years ended December 31,2018 2020 and 20172019 are listed below.
 IANDXTRA
Total 1
 IAN CMG 
Corporate & other 1
 
Total 2
Balance as of December 31, 2016 $3,043.8
 $630.6
 $—
 $3,674.4
Balance as of December 31, 2018Balance as of December 31, 2018$4,201.5 $674.4 $4,875.9 
Acquisitions 39.6
 15.5
 —
 55.1
Acquisitions2.1 0.7 2.8 
Foreign currency and other 78.4
 12.5
 —
 90.9
Foreign currency and other14.5 1.2 15.7 
Balance as of December 31, 2017 $3,161.8
 $658.6
 $—
 $3,820.4
Balance as of December 31, 2019Balance as of December 31, 2019$4,218.1 $676.3 $4,894.4 
Acquisitions 1.2
 20.0
 1,110.8
 1,132.0
Acquisitions23.5 0.5 24.0 
Foreign currency and other (63.3) (12.0) (1.2) (76.5)Foreign currency and other22.9 4.2 27.1 
Balance as of December 31, 2018 $3,099.7
 $666.6
 $1,109.6
 $4,875.9
Balance as of December 31, 2020Balance as of December 31, 2020$4,264.5 $681.0 $4,945.5 
1For all periods presented, no goodwill impairment charge has been recorded.
1During 2018, the increase in goodwill is primarily due to the acquisition of Acxiom. See Note 6 for further information on the Acxiom Acquisition.
2For all periods presented, no goodwill impairment charge has been recorded.
See Note 1 for information regarding our annual impairment testing methodology.

Other Intangible Assets
Other intangible assets primarily consist of customer lists and know-how and technology, which have definite lives and are subject to amortization on a straight-line basis with estimated useful lives generally between 7 and 15 years, as well as trade names which have both indefinite and definite lives which are subject to amortization on a straight-line basis with estimated useful lives of 15 years. Amortization expense for other intangible assets for the years ended December 31,2018, 2017 2020, 2019 and 20162018 was $37.6, $21.1$85.9, $86.0 and $21.9,$37.6, respectively. There were no material impairment charges on other intangibles for the years ended December 31, 2018, 20172020, 2019 and 2016.2018. During 20182020 and 2017,2019, we recorded approximately $999.0$4.0 and $7.0$5.0 of other intangible assets related to our acquisitions in the respective year. The increase in 2018 is primarily due to the acquisition of Acxiom.
The following table provides a summary of other intangible assets, which are included in our Consolidated Balance Sheets.
 December 31,
 20202019
Gross AmountAccumulated
Amortization		Net AmountGross AmountAccumulated
Amortization		Net Amount
Customer lists$859.5 $(293.3)$566.2 $861.4 $(244.6)$616.8 
Know-how and technology235.4 (58.9)176.5 235.0 (32.9)202.1 
Trade names224.4 (44.1)180.3 226.2 (41.3)184.9 
Other14.6 (4.0)10.6 14.3 (3.8)10.5 
Total$1,333.9 $(400.3)$933.6 $1,336.9 $(322.6)$1,014.3 
  December 31,
  2018 2017
  Gross Amount 
Accumulated
Amortization
 Net Amount Gross Amount 
Accumulated
Amortization
 Net Amount
Customer lists $857.2
 $(190.9) $666.3
 $267.3
 $(172.2) $95.1
Know-how and technology 235.0
 (6.5) 228.5
 —
 —
 —
Trade names 226.2
 (36.8) 189.4
 68.8
 (33.8) 35.0
Other 14.4
 (3.8) 10.6
 14.4
 (3.8) 10.6
Total $1,332.8
 $(238.0) $1,094.8
 $350.5
 $(209.8) $140.7


The estimated annual amortization expense for other intangible assets for the next five years as of December 31, 20182020 is listed below.
74
  2019 2020 2021 2022 2023
Estimated amortization expense $87.8
 $87.3
 $85.6
 $82.3
 $78.2


69

Table of Contents
Notes to Consolidated Financial Statements – (continued)
(Amounts in Millions, Except Per Share Amounts)

20212022202320242025
Estimated amortization expense$88.3 $83.8 $79.0 $77.3 $74.5 

Note 9:  Income Taxes
The components of income before income taxes are listed below.
Years ended December 31, Years ended December 31,
2018 2017 2016 202020192018
Domestic$474.0
 $514.8
 $502.1
Domestic$279.9 $557.4 $474.0 
Foreign364.0
 326.0
 323.5
Foreign81.4 320.9 364.0 
Total$838.0
 $840.8
 $825.6
Total$361.3 $878.3 $838.0 
The provision for income taxes is listed below.
 Years ended December 31,
 202020192018
U.S. federal income taxes (including foreign withholding taxes):
Current$(52.6)$92.2 $38.1 
Deferred(12.0)9.5 29.9 
$(64.6)$101.7 $68.0 
State and local income taxes:
Current$(3.7)$10.7 $25.1 
Deferred0.5 8.7 3.4 
$(3.2)$19.4 $28.5 
Foreign income taxes:
Current$110.7 $92.2 $121.9 
Deferred(34.9)(8.5)(19.2)
$75.8 $83.7 $102.7 
Total$8.0 $204.8 $199.2 
75
 Years ended December 31,
 2018 2017 2016
U.S. federal income taxes (including foreign withholding taxes):     
Current$38.1
 $154.1
 $54.3
Deferred29.9
 (37.6) 35.7
 68.0
 116.5
 90.0
State and local income taxes:     
Current25.1
 18.8
 8.2
Deferred3.4
 19.7
 (1.6)
 28.5
 38.5
 6.6
Foreign income taxes:     
Current121.9
 107.9
 89.8
Deferred(19.2) 8.4
 10.5
 102.7
 116.3
 100.3
Total$199.2
 $271.3
 $196.9
Notes to Consolidated Financial Statements – (continued)
(Amounts in Millions, Except Per Share Amounts)
A reconciliation of the effective income tax rate as reflected in our Consolidated Statements of Operations to the U.S. federal statutory income tax rate is listed below.
 Years ended December 31,
 2018 2017 2016
U.S. federal statutory income tax rate21.0% 35.0% 35.0%
      
Income tax provision at U.S. federal statutory rate$176.0
 $294.3
 $289.0
State and local income taxes, net of U.S. federal income tax benefit23.8
 23.5
 4.3
Impact of foreign operations, including withholding taxes50.7
 (6.7) (23.9)
U.S. tax incentives(17.5) (1.3) (1.3)
Change in net valuation allowance 1
(16.9) 1.4
 (13.4)
Divestitures11.7
 1.1
 9.7
U.S. federal tax credits 
(48.1) (0.4) (44.6)
Stock compensation(6.8) (15.3) (9.0)
Increase/(decrease) in unrecognized tax benefits8.4
 7.0
 (21.8)
Net impact of the Tax Act13.4
 (36.0) 0.0
Statutory tax rate changes0.0
 0.0
 11.4
Other4.5
 3.7
 (3.5)
Provision for income taxes$199.2
 $271.3
 $196.9
      
Effective income tax rate on operations23.8% 32.3% 23.8%
 Years ended December 31,
 202020192018
U.S. federal statutory income tax rate21.0 %21.0 %21.0 %
Income tax provision at U.S. federal statutory rate$75.9 $184.5 $176.0 
State and local income taxes, net of U.S. federal income tax benefit9.4 14.0 23.8 
Impact of foreign operations, including withholding taxes49.9 34.2 50.7 
U.S. tax incentives(23.6)(21.4)(17.5)
Change in net valuation allowance 1
(1.3)(26.3)(16.9)
Divestitures8.6 9.6 11.7 
U.S. federal tax credits
(1.7)0.4 (48.1)
Increase in unrecognized tax benefits30.8 14.1 8.4 
Net impact of the Tax Act0.0 0.0 13.4 
Settlement of income tax audit(136.2)0.0 0.0 
Other(3.8)(4.3)(2.3)
Provision for income taxes$8.0 $204.8 $199.2 
Effective income tax rate on operations2.2 %23.3 %23.8 %
1Reflects changes in valuation allowances that impacted the effective income tax rate for each year presented.

1Reflects changes in valuation allowances that impacted the effective income tax rate for each year presented.


70In 2020, our effective income tax rate of 2.2% was positively impacted by the settlement of the U.S. Federal income tax audit of the years 2006 through 2016, partially offset by losses in certain foreign jurisdictions where we received no tax benefit due to 100% valuation allowances, by net losses on sales of businesses and the classification of certain assets as held for sale for which we received minimal tax benefit and by tax expense associated with the change to our assertion regarding the permanent reinvestment of undistributed earnings attributable to certain foreign subsidiaries.

TableOn March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was enacted and signed into law. The CARES Act includes several provisions for corporations including increasing the amount of Contentsdeductible interest, allowing companies to carryback certain net operating losses (“NOLs”) and increasing the amount of NOLs that corporations can use to offset income. The CARES Act did not materially affect our quarter or full year income tax provision, deferred tax assets and liabilities, or related taxes payable. 
NotesIn 2019, our effective income tax rate of 23.3% was positively impacted by the reversal of valuation allowances primarily in Continental Europe, by the settlement of state income tax audits and by excess tax benefits on employee share-based payments. The effective tax rate was negatively impacted by losses in certain foreign jurisdictions where we receive no tax benefit due to Consolidated Financial Statements – (continued)
(Amounts in Millions, Except Per Share Amounts)

100% valuation allowances, net losses on sales of businesses and the classification of certain assets as held for sale, for which we received minimal tax benefit.
In 2018, our effective income tax rate of 23.8% was positively impacted by U.S. tax incentives, foreign tax credits from a distribution of unremitted earnings, the net reversal of valuation allowance in Continental Europe and research and development credits. The effective income tax rate was negatively impacted by losses in certain foreign jurisdictions where we receivereceived no tax benefit due to 100% valuation allowances, non-deductible losses on sales of businesses and assets held for sale, by tax expense associated with the change to our assertion regarding the permanent reinvestment of undistributed earnings attributable to certain foreign subsidiaries, and by tax expense related to the true-up of our December 31, 2017 tax reform estimates as permitted by SEC Staff issued Accounting Bulletin No. 118 (“SAB 118”).
Public Law 115-97, commonly referred to as the Tax Cuts and Jobs Act (the "Tax Act") was signed into law on December 22, 2017. The Tax Act legislated many new tax provisions which have impacted our operations. At December 31, 2017, provisional amounts were recorded as permitted by SAB 118. We have finalized our calculations of theThe impact of the Tax Act and have revised our estimates as required by SAB 118. This118, resulted in a tax expense of $13.4 in 2018, which was primarily attributable to our estimate of the tax imposed on the deemed repatriation of unremitted foreign earnings.
The Tax Act imposed a new tax on certain foreign earnings generated in 2018 and forward. These global intangible low-taxed income ("GILTI") tax rules are complex. U.S. GAAP allowsallowed us to choose an accounting policy which treats the U.S. tax
76
Notes to Consolidated Financial Statements – (continued)
(Amounts in Millions, Except Per Share Amounts)
under GILTI provisions as either a current expense, as incurred, or as a component of the Company’s measurement of deferred taxes. The Company has elected to account for the GILTI tax as a current expense.
In 2017, our effective income tax rate of 32.3% was positively impacted by a net benefit of $36.0 as a result of the Tax Act as well as excess tax benefits on employee share-based payments, partially offset by losses in certain foreign jurisdictions where we receive no tax benefit due to 100% valuation allowances.
In 2016, our effective income tax rate of 23.8% was positively impacted by a benefit of $44.6 related to refunds to be claimed on future amended U.S. federal returns for tax years 2014 and 2015 primarily related to foreign tax credits and, to a lesser extent, research and development credits based on the conclusion of multi-year studies; the settlement of 2011 and 2012 income tax audits, which included the recognition of certain previously unrecognized tax benefits of $23.4; the reversal of valuation allowances of $12.2 as a consequence of the disposition of certain businesses in Continental Europe; excess tax benefits on employee share-based payments; and various changes in state income tax laws as well as the recognition of previously unrecognized state tax benefits as a result of a lapse in statute of limitations. The positive impacts to our tax rates were partially offset by the revaluation of deferred tax assets as a result of a statutory tax rate change in Continental Europe, losses in certain foreign jurisdictions where we receive no tax benefit due to 100% valuation allowances and by losses on sales of businesses for which we did not receive a full tax benefit.

71

Table of Contents
Notes to Consolidated Financial Statements – (continued)
(Amounts in Millions, Except Per Share Amounts)

The components of deferred tax assets and liabilities are listed below.
 December 31,
 20202019
Postretirement/post-employment benefits$16.6 $16.7 
Deferred compensation106.5 99.5 
Pension costs27.9 23.7 
Interest42.9 45.5 
Accruals and reserves23.9 19.4 
Allowance for credit losses19.7 6.5 
Operating lease liabilities350.4 361.4 
Tax loss/tax credit carry forwards343.0 297.1 
Other83.6 44.8 
Deferred tax assets1,014.5 914.6 
Valuation allowance for deferred tax assets(197.1)(164.2)
Net deferred tax assets$817.4 $750.4 
Basis differences in fixed assets$(86.3)$(75.3)
Basis differences in intangible assets(340.0)(321.0)
Operating lease right-of-use assets(285.8)(335.2)
Prepaid expenses(7.3)(6.7)
Deferred revenue(11.6)(21.7)
Unremitted foreign earnings(9.3)(1.3)
Deferred tax liabilities(740.3)(761.2)
Total net deferred tax assets (liabilities) 1
$77.1 $(10.8)
 December 31,
 2018 2017
Postretirement/post-employment benefits$17.9
 $19.5
Deferred compensation99.8
 91.7
Pension costs22.2
 27.6
Basis differences in fixed assets(71.7) (52.0)
Rent27.3
 27.5
Interest48.8
 45.8
Accruals and reserves21.0
 18.4
Allowance for doubtful accounts7.4
 10.2
Basis differences in intangible assets(302.7) (281.3)
Investments in equity securities1.2
 (3.3)
Tax loss/tax credit carry forwards345.6
 357.9
Prepaid expenses(6.3) (1.7)
Deferred revenue(26.8) (41.3)
Unremitted foreign earnings(9.5) 0.0
Other38.2
 43.7
Total deferred tax assets, net212.4
 262.7
Valuation allowance(211.0) (243.0)
Net deferred tax assets$1.4
 $19.7
1As of December 31, 2020 and 2019, deferred tax assets of $302.0 and $252.1, respectively, and deferred tax liabilities of $224.9 and $262.8, respectively, were separately included in our Consolidated Balance Sheet under Deferred income taxes and Other non-current liabilities.
We evaluate the realizability of our deferred tax assets on a quarterly basis. The realization of our deferred tax assets is primarily dependent on future earnings. The amount of the deferred tax assets considered realizable could be reduced or increased in the near future if estimates of future taxable income are lower or greater than anticipated. A valuation allowance is established when it is “more likely than not” that all or a portion of deferred tax assets will not be realized. In circumstances where there is negative evidence, establishment of a valuation allowance is considered. The factors used in assessing valuation allowances include all available evidence, such as past operating results, estimates of future taxable income and the feasibility of tax planning strategies. We believe that cumulative losses in the most recent three-year period represent significant negative evidence, and as a result, we determined that certain of our deferred tax assets required the establishment of a valuation allowance. The deferred tax assets for which an allowance was recognized relate primarily to state and foreign tax loss carryforwards.
The change in the valuation allowance is listed below.
 Years ended December 31,
 2018 2017 2016
Balance at beginning of period$243.0
 $255.6
 $275.1
Reversed to costs and expenses(28.0) (4.6) (15.4)
Charged (reversed) to gross tax assets and other accounts 1
5.1
 (27.3) 9.5
Foreign currency translation(9.1) 19.3
 (13.6)
Balance at end of period$211.0
 $243.0
 $255.6
 Years ended December 31,
 202020192018
Balance at beginning of period$164.2 $211.0 $243.0 
Charged (reversed ) to costs and expenses17.3 (24.9)(28.0)
Charged (reversed) to gross tax assets and other accounts 1
9.9 (19.8)5.1 
Foreign currency translation5.7 (2.1)(9.1)
Balance at end of period$197.1 $164.2 $211.0 
1Primarily represents changes to the valuation allowance related to the change of a corresponding deferred tax asset.
1Primarily represents changes to the valuation allowance related to the change of a corresponding deferred tax asset.
In 2020, 2019, and 2018, 2017,amounts recorded and 2016, amounts reversed to costs and expenses primarily related to increases and decreases in valuation allowances in Continental Europe for existing deferred tax assets.
77
Notes to Consolidated Financial Statements – (continued)
(Amounts in Millions, Except Per Share Amounts)
As of December 31, 2018,2020, there were $1,149.4$1,188.8 of loss carryforwards. These loss carryforwards were all non-U.S. tax loss carryforwards, of which $994.1$1,035.3 have unlimited carryforward periods and $155.3$153.5 have expiration periods from 20192021 to 2038.2041. As of December 31, 2018,2020, the Company also had $26.8$31.4 in deferred tax assets for state net operating loss carryforwards and tax credit carryforwards, which will expire between 20192021 and 2038.2041.
As of December 31, 2018,2020 and 2019, we had $1,079.1had $1,080.2 and $1,199.7, respectively, of undistributed earnings attributable to foreign subsidiaries. The Company has historically asserted that its unremitted foreign earnings are permanently reinvested, and therefore has not recorded any deferred taxes on such amounts. It is not practicable to determine the deferred tax on these undistributed earnings because such liability, if any, is dependent on circumstances that exist if and when a remittance occurs, including the source location and amount of the distribution and foreign withholding taxes.
In the second quarter of 2020, in response to changes in non-US tax law, a decision was made to change our indefinite reinvestment assertion on a $120.0 of undistributed foreign earnings of specific subsidiaries. We recorded $10.4 of income tax costs associated with this change to our assertion.
In the third quarter of 2020, in response to restructuring actions taken within foreign subsidiaries, a decision was made to change our indefinite reinvestment assertion on a $46.0 of undistributed foreign earnings of specific subsidiaries. We recorded $3.2 of income tax costs associated with this change to our assertion.
During the third quarter ended September 30, 2018, as a result of our increased debt and associated servicing

72

Table of Contents
Notes to Consolidated Financial Statements – (continued)
(Amounts in Millions, Except Per Share Amounts)

commitments in connection with the Acxiom Acquisitionacquisition that was consummated on October 1, 2018, the Company re-evaluated its global cash needs and as a result determined that approximately $435.0 of undistributed foreign earnings from certain international entities arewere no longer subject to the permanent reinvestment assertion. We recorded a tax expense of $10.8 in 2018 representing our estimate of the tax costs associated with this change to our assertion. We have not changed our permanent reinvestment assertion with respect to any other international entities as we intend to use the related historical earnings and profits to fund international operations and investments.
The table below summarizes the activity related to our unrecognized tax benefits.
 Years ended December 31,
 202020192018
Balance at beginning of period$345.3 $335.4 $271.9 
Increases as a result of tax positions taken during a prior year18.1 22.7 65.9 
Decreases as a result of tax positions taken during a prior year(165.7)(25.8)(10.8)
Settlements with taxing authorities(6.2)(8.1)(6.5)
Lapse of statutes of limitation(0.7)(0.6)(1.7)
Increases as a result of tax positions taken during the current year26.8 21.7 16.6 
Balance at end of period$217.6 $345.3 $335.4 
 Years ended December 31,
 2018 2017 2016
Balance at beginning of period$271.9
 $246.7
 $226.9
Increases as a result of tax positions taken during a prior year65.9
 6.3
 65.0
Decreases as a result of tax positions taken during a prior year(10.8) (8.1) (47.5)
Settlements with taxing authorities(6.5) (0.8) (4.6)
Lapse of statutes of limitation(1.7) (3.3) (11.8)
Increases as a result of tax positions taken during the current year16.6
 31.1
 18.7
Balance at end of period$335.4
 $271.9
 $246.7
Included in the total amount of unrecognized tax benefitsbenefits of $335.4$217.6 as of December 31, 2018,2020, is $313.5$188.9 of tax benefits that, if recognized, would impact the effective income tax rate. The total amount of accrued interest and penalties as of December 31, 20182020 and 20172019 is $42.4$33.4 and $27.9, $39.6, respectively, of which a detrimentbenefit of $14.5$6.2 and $7.0$2.8 is includedincluded in our 20182020 and 20172019 Consolidated Statements of Operations, respectively. In accordance with our accounting policy, interest and penalties accrued on unrecognized tax benefits are classified as income taxes in our Consolidated Statements of Operations.
We have various tax years under examination by tax authorities in the U.S., in various countries, and in various states, such as New York, in which we have significant business operations. It is not yet known whether these examinations will, in the aggregate, result in our paying additional taxes. We believe our tax reserves are adequate in relation to the potential for additional assessments in each of the jurisdictions in which we are subject to taxation. We regularly assess the likelihood of additional tax assessments in those jurisdictions and, if necessary, adjust our reserves as additional information or events require.
On July 29, 2020, the Internal Revenue Service notified the Company that the U.S. Federal income tax audit of years 2006 through 2016 has been finalized and settled. As a result, we recognized an income tax benefit of $136.2 in the third quarter of 2020 substantially all of which has been included within 'Decreases as a result of tax positions taken during a prior year' within the above Unrecognized Tax Benefits table.
With respect to all tax years open to examination by U.S. federal, various state and local, and non-U.S. tax authorities, we currently anticipate that total unrecognized tax benefits will decrease by an amount between $15.0between $20.0 and $25.0$30.0 in the next twelve months, a portion of which will affect our effective income tax rate, primarily as a result of the settlement of tax examinations and the lapsing of statutes of limitations. This net decrease is related to various items of income and expense, primarily transfer pricing adjustments.
78
Notes to Consolidated Financial Statements – (continued)
(Amounts in Millions, Except Per Share Amounts)
We are effectively settled with respect to U.S. federal income tax audits through 2012, with the exception of 2009.2016. With limited exceptions, we are no longer subject to state and local income tax audits for years prior to 20072013 or non-U.S. income tax audits for years prior to 2009.



73

Table of Contents
Notes to Consolidated Financial Statements – (continued)
(Amounts in Millions, Except Per Share Amounts)

Note 10:  Accumulated Other Comprehensive Loss, Net of Tax
The following table presents the changes in accumulated other comprehensive loss, net of tax, by component.
Foreign Currency Translation AdjustmentsDerivative InstrumentsDefined Benefit Pension and Other Postretirement PlansTotal
Balance as of December 31, 2018$(716.4)$(5.3)$(219.4)$(941.1)
Other comprehensive income (loss) before
reclassifications		12.0 0.0 (14.7)(2.7)
Amount reclassified from accumulated other comprehensive loss, net of tax6.7 1.8 5.3 13.8 
Balance as of December 31, 2019$(697.7)$(3.5)$(228.8)$(930.0)
Other comprehensive income (loss) before reclassifications40.1 8.5 (26.3)22.3 
Amount reclassified from accumulated other comprehensive loss, net of tax20.0 1.8 5.7 27.5 
Balance as of December 31, 2020$(637.6)$6.8 $(249.4)$(880.2)
 Foreign Currency Translation Adjustments Available-for-Sale Securities Derivative Instruments Defined Benefit Pension and Other Postretirement Plans Total
Balance as of December 31, 2016$(718.6) $0.6
 $(8.4) $(238.0) $(964.4)
Other comprehensive income (loss) before reclassifications132.2
 0.0
 0.0
 (9.7) 122.5
Amount reclassified from accumulated other comprehensive loss, net of tax1.1
 (0.6) 1.6
 12.0
 14.1
Balance as of December 31, 2017$(585.3) $0.0
 $(6.8) $(235.7) $(827.8)
Other comprehensive (loss) income before reclassifications(146.8) 0.0
 0.0
 11.4
 (135.4)
Amount reclassified from accumulated other comprehensive loss, net of tax15.7
 0.0
 1.5
 4.9
 22.1
Balance as of December 31, 2018$(716.4) $0.0
 $(5.3) $(219.4) $(941.1)


Amounts reclassified from accumulated other comprehensive loss, net of tax, for the years ended December 31, 2018, 20172020, 2019 and 20162018 are as follows:
  Years ended December 31, Affected Line Item in the Consolidated Statements of Operations
  2018 2017 2016 
Foreign currency translation adjustments 1
 $15.7
 $1.1
 $3.7
 Other expense, net
Gains on available-for-sale securities 0.0
 (0.7) (1.3) Other expense, net
Losses on derivative instruments 2.2
 2.1
 2.0
 Interest expense
Amortization of defined benefit pension and postretirement plans items 6.5
 13.7
 5.8
 Other expense, net
Tax effect (2.3) (2.1) (2.1) Provision for income taxes
Total amount reclassified from accumulated other comprehensive loss, net of tax $22.1
 $14.1
 $8.1
  
Years ended December 31,Affected Line Item in the Consolidated Statements of Operations
202020192018
Foreign currency translation adjustments 1
$20.0 $6.7 $15.7 Other expense, net
Losses on derivative instruments2.4 2.3 2.2 Interest expense
Amortization of defined benefit pension and postretirement plans items7.3 6.7 6.5 Other expense, net
Tax effect(2.2)(1.9)(2.3)Provision for income taxes
Total amount reclassified from accumulated other comprehensive loss, net of tax$27.5 $13.8 $22.1 
1These foreign currency translation adjustments are primarily a result of the sales of businesses.

1These foreign currency translation adjustments are primarily a result of the sales of businesses.

79
Notes to Consolidated Financial Statements – (continued)
(Amounts in Millions, Except Per Share Amounts)
Note 11:  Restructuring Charges
Restructuring Charges
Years ended December 31,
202020192018
Severance and termination costs$140.4 $22.0 $0.0 
Lease restructuring costs256.0 11.9 0.0 
Other restructuring costs17.4 0.0 0.0 
Total restructuring charges$413.8 $33.9 $0.0 
2020 Restructuring Plan
Beginning in the second quarter of 2020, the Company took restructuring actions to lower its operating expenses structurally and permanently relative to revenue and to accelerate the transformation of our business (the “2020 Plan”). These actions continued through the fourth quarter and most are based on our recent experience and learning in the COVID-19 pandemic and a resulting review of our operations to address certain operating expenses such as occupancy expense and salaries and related expenses.
A summary of the restructuring activities related to the 2020 Plan is as follows:
2020 Plan
Restructuring ExpenseNon-Cash ItemsCash PaymentsLiability at December 31, 2020
Severance and termination costs$140.4 $4.5 $61.3 $74.6 
Lease impairment costs256.0 256.0 0.0 0.0 
Other17.4 5.1 12.3 0.0 
Total$413.8 $265.6 $73.6 $74.6 

Our charges for restructuring actions for the year ended December 31, 2020 totaled $413.8 and were designed to reduce our expenses, such as occupancy expense and salaries and related expenses, relative to our net revenue on an ongoing basis. These actions, taken during the second, third and fourth quarters, reduced our global real estate footprint by approximately 15% or 1,700,000 square feet and, further, downsized selected levels of management and staff with severance costs for 1,520 employees or approximately 3%. Of the total charges for the year ended December 31, 2020, $265.6 or 64%, is non-cash, mainly representing the impairment of right-of-use assets of operating leases.
Net restructuring charges were comprised of $317.9 at IAN and $78.8 at DXTRA for the year ended December 31, 2020, which include non-cash lease impairment costs of $190.4 and $59.8, respectively.
Lease impairment costs, which relate to the office spaces that were vacated as part of the 2020 Plan, included impairments of operating lease right-of-use assets and associated leasehold improvements, furniture and asset retirement obligations. Lease impairments were calculated based on estimated fair values using market participant assumptions including forecasted net discounted cash flows related to the operating lease right-of-use assets.
2019 Restructuring Plan
In the first quarter of 2019, the Company implemented a cost initiative (the “2019 Plan”) to better align our cost structure with our revenue primarily related to specific client losses occurring in 2018. All restructuring actions were identified and initiated by the end of the first quarter of 2019, with all actions substantially completed by the end of the second quarter of 2019, and there have not been any restructuring adjustments.

Note 11:12:  Incentive Compensation Plans
2019 & 2014 Performance Incentive Plan
We issue stock-based compensation and cash awards to our employees under a planvarious plans established by the Compensation and Leadership Talent Committee of the Board of Directors (the “Compensation Committee”) and approved by our shareholders. In May 2014,2019, our shareholders approved the 2019 Performance Incentive Plan (the “2019 PIP”), replacing the
80
Notes to Consolidated Financial Statements – (continued)
(Amounts in Millions, Except Per Share Amounts)
2014 Performance Incentive Plan (the “2014 PIP”), replacing and previous incentive plans. The number of shares of common stock initially available for grants of all equity awards under the 20142019 PIP is 28.8. Pursuant27.0. Pursuant to the terms of the 20142019 PIP, the number of shares that may be awarded to any one participant for each type ofany stock based awards is limited to 2.0. TheThe vesting period of awards granted is generally commensurate with the requisite service period. We generally issue new shares to satisfy the exercise of stock options or the distribution of other stock-based awards.
Additionally, under the 20142019 PIP, we have the ability to issue performance cash awards. PerformanceThe performance cash awards are granted to certain employees who otherwise would have been eligible to receive performance-based stock awards. These awards have a service period vesting condition and a performance vesting condition. The amount of the performance cash awardaward received by an employee with a performance vesting condition can range from 0% to 300% of the target amount of the original grant value, except for Executive Officers of IPG, with a range of 0% to 200%. Performance cash awards generally vest in three years. The Compensation Committee may grant performance cash awards to any eligible employee; however, no employee can receive more than $10.0 during a performance period.

74

Table of Contents
Notes to Consolidated Financial Statements – (continued)
(Amounts in Millions, Except Per Share Amounts)

The amounts of stock-based compensation expense as reflected in salaries and related expenses in our Consolidated Statements of Operations, and the related tax benefit, are listed below.
Years ended December 31,
Years ended December 31,202020192018
2018 2017 2016
Stock options$0.0
 $0.0
 $0.2
Stock-settled awards24.7
 20.5
 16.0
Stock-settled awards$38.4 $33.5 $24.7 
Cash-settled awards0.6
 1.0
 0.9
Cash-settled awards1.0 0.8 0.6 
Performance-based awards57.5
 61.5
 69.4
Performance-based awards28.6 46.7 57.5 
Employee stock purchase plan0.9
 1.0
 0.7
Employee stock purchase plan1.4 1.1 0.9 
Other 1
0.9
 0.5
 0.8
Other 1
1.7 0.6 0.9 
Stock-based compensation expense$84.6
 $84.5
 $88.0
Stock-based compensation expense$71.1 $82.7 $84.6 
Tax benefit$20.4
 $30.4
 $32.1
Tax benefit$17.3 $20.0 $20.4 
1Represents charges recorded for severance expense related to stock-based compensation awards.
1Represents charges recorded for severance expense related to stock-based compensation awards.


Stock Options
Stock options are granted with the exercise price equal to the fair market value of our common stock on the grant date. We use the Black-Scholes option-pricing model to estimate the fair value of options granted, which requires the input of subjective assumptions including the option’s expected term and the price volatility of the underlying stock. They are generally first exercisable betweenbetween two and four years from the grant date and expire ten years after the grant date (or earlier in the case of certain terminations of employment). There were no stock options granted during the years ended December 31, 2018, 20172020, 2019 and 2016.2018. As of December 31, 2018,2020, all stock options granted were fully vested and exercisable.
The following table summarizes our stock option activity during 2018.2020.
OptionsWeighted-
Average
Exercise Price
(per option)		Weighted-
Average
Remaining
Contractual Term
(in years)		Aggregate
Intrinsic
Value
Stock options outstanding as of January 1, 20201.2 $12.26 
Exercised(0.6)$11.70 
Stock options outstanding as of December 31, 20200.6 $12.75 2.2$6.8 
  Options 
Weighted-
Average
Exercise Price
(per option)
 
Weighted-
Average
Remaining
Contractual Term
(in years)
 
Aggregate
Intrinsic
Value
Stock options outstanding as of January 1, 2018 3.7
 $9.44
    
Exercised (1.9) $8.30
    
Stock options outstanding as of December 31, 2018 1.8
 $10.66
 2.8 $17.6
There were 1.9, 1.10.6, 0.6 and 1.21.9 stock options exercised in 2018, 20172020, 2019 and 2016,2018, respectively. The total intrinsic value of stock options exercised during 2020, 2019 and 2018 2017was $5.3, $9.1 and 2016 was $27.9, $15.1 and $15.2, respectively. The cash received from the stock options exercised in 2020, 2019 and 2018 2017was $9.1, $8.3 and 2016 was $29.0, $20.0 and $18.2, which includeincluded taxes withheld of $2.6, $4.0, and $13.3, $6.8, and $7.8, respectively.

Stock-Based Compensation
We grant other stock-based compensation awards such as stock-settled awards, cash-settled awards and performance-based awards (settled in cash or shares) to certain key employees. The number of shares or units received by an employee for performance-based awards depends on Company performance against specific performance targetstargets and could range from 0% to 300% of the target amount of shares originally granted, except for Executive Officers of IPG, with a range of 0% to 200%. Incentive awards are subject to certain restrictions and vesting requirements as determined by the Compensation Committee.
81
Notes to Consolidated Financial Statements – (continued)
(Amounts in Millions, Except Per Share Amounts)
The fair value of the shares on the grant date is amortized over the vesting period, which is generally three years. Upon completion of the vesting period for cash-settled awards, the grantee is entitled to receive a payment in cash based on thethe fair market value of the corresponding number of shares of common stock. No monetary consideration is paid by a recipient for any incentive award. The fair value of cash-settled awards is adjusted each quarter based on our share price. The holders of certain stock-settled awards have absolute ownership interest in the underlying shares of common stock prior to vesting, which includes the right to vote and receive dividends. Dividends declared on common stock are accrued during the vesting period and paid when the award vests. The holders of performance-based awards have no ownership interest in the underlying shares of common stock until the awards vest and the shares of common stock are issued.
Stock-based compensation awards expected to be settled in cash have been classified as liabilities in our Consolidated Balance Sheets as of December 31, 20182020 and 2017.2019.

 Years ended December 31,
 202020192018
Stock-Settled Awards:
Awards granted2.3 2.5 2.1 
Weighted-average grant-date fair value (per award)$20.70 $22.78 $23.60 
Total fair value of vested awards distributed$17.3 $15.2 $24.2 
Cash-Settled Awards:
Awards granted0.0 0.0 0.1 
Weighted-average grant-date fair value (per award)$21.02 $22.83 $23.62 
Total fair value of vested awards distributed$0.3 $0.9 $0.8 
Performance-Based Awards:
Awards granted2.4 2.1 2.9 
Weighted-average grant-date fair value (per award)$18.67 $20.16 $21.13 
Total fair value of vested awards distributed$53.3 $64.9 $87.2 
75

Table of Contents
Notes to Consolidated Financial Statements – (continued)
(Amounts in Millions, Except Per Share Amounts)

  Years ended December 31,
  2018 2017 2016
Stock-Settled Awards:      
Awards granted 2.1
 0.8
 1.1
Weighted-average grant-date fair value (per award) $23.60
 $24.18
 $21.87
Total fair value of vested awards distributed $24.2
 $22.6
 $17.5
Cash-Settled Awards:      
Awards granted 0.1
 0.0
 0.1
Weighted-average grant-date fair value (per award) $23.62
 $23.33
 $22.54
Total fair value of vested awards distributed $0.8
 $0.9
 $0.7
Performance-Based Awards:      
Awards granted 2.9
 4.8
 3.3
Weighted-average grant-date fair value (per award) $21.13
 $20.06
 $19.58
Total fair value of vested awards distributed $87.2
 $112.4
 $27.9
In conjunction with common stock dividends declared in 20182020 and 2017,2019, we accrued dividends of $2.4$5.6 and $1.5,$4.2, respectively, on non-vested stock-settled and cash-settled awards and paid dividends of $1.5 and $1.2 forfor stock-settled and cash-settled awards that vested during 20182020 and 2017,2019, respectively.
A summary of the activity of our non-vested stock-settled awards, cash-settled awards and performance-based awards during 20182020 is presented below (performance-based awards are shown at 100% of the shares originally granted).
 Stock-Settled AwardsCash-Settled AwardsPerformance-Based Awards
 AwardsWeighted-
Average
Grant-Date
Fair Value
(per award)		AwardsWeighted-
Average
Grant-Date
Fair Value
(per award)		AwardsWeighted-
Average
Grant-Date
Fair Value
(per award)
Non-vested as of January 1, 20204.7 $23.21 0.1 $23.20 5.6 $21.36 
Granted2.3 20.70 0.0 21.02 2.4 18.67 
Vested(0.9)23.71 0.0 22.12 (2.6)22.18 
Forfeited(0.4)22.55 0.0 23.14 (0.6)21.12 
Non-vested as of December 31, 20205.7 $22.18 0.1 $22.40 4.8 $19.61 
Total unrecognized compensation expense remaining$48.5 $1.1 $33.9 
Weighted-average years expected to be recognized over1.21.11.8
  Stock-Settled Awards Cash-Settled Awards Performance-Based Awards
  Awards 
Weighted-
Average
Grant-Date
Fair Value
(per award)
 Awards 
Weighted-
Average
Grant-Date
Fair Value
(per award)
 Awards 
Weighted-
Average
Grant-Date
Fair Value
(per award)
Non-vested as of January 1, 2018 2.1
 $22.78
 0.1
 $22.52
 8.3
 $21.05
Granted 2.1
 23.60
 0.1
 23.62
 2.9
 21.13
Vested (1.0) 22.18
 (0.1) 21.54
 (3.6) 21.02
Forfeited (0.1) 23.67
 0.0
 23.17
 (0.6) 21.06
Non-vested as of December 31, 2018 3.1
 $23.51
 0.1
 $23.47
 7.0
 $21.10
Total unrecognized compensation expense remaining $39.4
   $1.0
   $54.7
  
Weighted-average years expected to be recognized over 1.6
   1.3
   1.7
  
In conjunction with our annual grant of long-term incentive compensation awards, we reviewed our estimates and assumptions in 2018,2020, which resulted in a forfeiture rate consistent withslightly less than prior years.


2009 and 2020 Restricted Cash Plan
In March 2009, the Compensation Committee approved the Interpublic Restricted Cash Plan (theand in November 2020, the Compensation Committee approved a new Interpublic Restricted Cash Plan, (collectively the “Cash Plan”Plans”). Under the Cash Plan,Plans, the Board, the Compensation Committee or the Plan Administrator may grant cash awards to certain employees eligible to receive stock-settled and cash-settled awards. Cash awards, when granted, have a service-period vesting condition and generally vest in two years or three years.

Cash Awards
During the years ended December 31,2018, 2017 and 2016, the Compensation Committee granted cash awards under the Cash Plan with a total target value of $20.9, $2.8 and $5.2, respectively. For those same years, we recognized $7.0, $2.5 and $3.1, respectively, in salaries and related expenses in our Consolidated Statements of Operations.
During the years ended December 31, 2018, 2017 and 2016, the Compensation Committee granted performance awards to be settled in cash under the 2014 PIP with a total target value of $39.9, $38.4, and $37.4, respectively. For those same years, we recognized $37.6, $35.3 and $39.8, respectively, in salaries and related expenses in our Consolidated Statements of Operations.

years.
76
82

Notes to Consolidated Financial Statements – (continued)
(Amounts in Millions, Except Per Share Amounts)


Cash Awards
During the years ended December 31, 2020, 2019 and 2018, the Compensation Committee granted cash awards under the Cash Plans with a total target value of $54.5, $22.3 and $20.9, respectively. For those same years, we recognized $25.5, $15.6 and $7.0, respectively, in salaries and related expenses in our Consolidated Statements of Operations.
During the years ended December 31, 2020, 2019 and 2018, the Compensation Committee granted performance awards to be settled in cash under the 2019 PIP with a total target value of $43.5, $40.7, and $39.9, respectively. For those same years, we recognized $29.2, $39.9 and $37.6, respectively, in salaries and related expenses in our Consolidated Statements of Operations.
We amortize the present value of the amount expected to vest for cash awards and performance cash awards over the vesting period using the straight-line method, less an assumed forfeiture rate. Cash awards do not fall within the scope of the authoritative guidance for stock compensation as they are not paid in equity and the value of the award is not correlated with our stock price. Due to the cash nature of the payouts and the vesting period, we account for these awards in accordance with authoritative guidance for deferred compensation arrangements.

Employee Stock Purchase Plans
In May 2016, our shareholders approved The Interpublic Group of Companies Employee Stock Purchase Plan (2016) (the “ESPP”), replacing the prior employee stock purchase plan under which, prior to its expiration on December 31, 2015, 3.0 shares were issued. Under the ESPP, eligible employees may purchase our common stock through payroll deductions not exceeding 10% of their eligible compensation or 900 (actual number) shares each offering period, consistent with the prior employee stock purchase plan. The price an employee pays for a share of common stock under the ESPP is 90% of the lesser of the average market price of a share on the first business day of the offering period or the average market price of a share on the last business day of the offering period of three months. An aggregate of approximately 10.0 shares are reserved for issuance under the ESPP, of which 0.8which 1.6 shares have been issued since the inception of the ESPP through December 31, 2018.2020.


Note 12:13:  Fair Value Measurements
Authoritative guidance for fair value measurements establishes a fair value hierarchy which requires us to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. There are three levels of inputs that may be used to measure fair value:
Level 1Unadjusted quoted prices in active markets for identical assets or liabilities. An active market for the asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
Level 2Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Financial Instruments that are Measured at Fair Value on a Recurring Basis
We primarily apply the market approach to determine the fair value of financial instruments that are measured at fair value on a recurring basis. There were no changes to our valuation techniques used to determine the fair value of financial instruments during 20182020 as compared to the prior year.

77
83

Notes to Consolidated Financial Statements – (continued)
(Amounts in Millions, Except Per Share Amounts)

The following tables present information about our financial instruments measured at fair value on a recurring basis as of December 31, 20182020 and 2017,2019, and indicates the fair value hierarchy of the valuation techniques utilized to determine such fair value.
December 31, 2018 Balance Sheet Classification December 31, 2020Balance Sheet Classification
Level 1 Level 2 Level 3 Total  Level 1Level 2Level 3Total
Assets         Assets
Cash equivalents$132.1
 $0.0
 $0.0
 $132.1
 Cash and cash equivalents
Cash equivalents 1
Cash equivalents 1
$1,507.4 $0.0 $0.0 $1,507.4 Cash and cash equivalents
        
Liabilities        Liabilities
Contingent acquisition obligations 1
$0.0
 $0.0
 $148.4
 $148.4
 
Contingent acquisition obligations 2
Contingent acquisition obligations 2
$0.0 $0.0 $95.5 $95.5 Accrued liabilities and Other non-current liabilities
        
December 31, 2017 Balance Sheet Classification December 31, 2019Balance Sheet Classification
Level 1 Level 2 Level 3 Total  Level 1Level 2Level 3Total
Assets        Assets
Cash equivalents$201.6
 $0.0
 $0.0
 $201.6
 Cash and cash equivalents
Cash equivalents 1
Cash equivalents 1
$786.0 $0.0 $0.0 $786.0 Cash and cash equivalents
        
Liabilities        Liabilities
Contingent acquisition obligations 1
$0.0
 $0.0
 $147.0
 $147.0
 
Contingent acquisition obligations 2
Contingent acquisition obligations 2
$0.0 $0.0 $114.1 $114.1 Accrued liabilities and Other non-current liabilities
1The increase from December 31, 2019 to December 31, 2020 in cash equivalents is related to increased U.S. investments in money market and time deposits driven by higher levels of excess cash near year-end.
1Contingent acquisition obligations includes deferred acquisition payments and unconditional obligations to purchase additional noncontrolling 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 increase in this balance of $1.4 from December 31, 2017 to December 31, 2018 is primarily due to acquisitions and exercised put options of $61.8, partially offset by payments of $54.0. The amounts payable within the next twelve months are classified in accrued liabilities; any amounts payable thereafter are classified in other non-current liabilities.

2Contingent acquisition obligations includes deferred acquisition payments and unconditional obligations to purchase additional noncontrolling 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 $18.6 from December 31, 2019 to December 31, 2020 is primarily due to payments. The amounts payable within the next twelve months are classified in accrued liabilities; any amounts payable thereafter are classified in other non-current liabilities.
Financial Instruments that are not Measured at Fair Value on a Recurring Basis
The following table presents information about our financial instruments that are not measured at fair value on a recurring basis as of December 31, 2018,2020, and indicates the fair value hierarchy of the valuation techniques utilized to determine such fair value.
 December 31, 2018
 Level 1 Level 2 Level 3 Total
Total long-term debt$0.0
 $3,605.6
 $38.0
 $3,643.6
 December 31, 2020
 Level 1Level 2Level 3Total
Total long-term debt$0.0 $3,951.1 $43.9 $3,995.0 
Our long-term debt is comprised of senior notes a term loan 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 within the fair value hierarchy. Our term loan is a fixed price commitment that cannot be traded on the open market, and therefore is classified as Level 2 within the fair value hierarchy.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 within the fair value hierarchy.3. See Note 34 for further information on our long-term debt.

The discount rates used as significant unobservable inputs in the Level 3 fair value measurements of our contingent acquisition obligations and long-term debt as of December 31, 2020 ranged from 1.0% to 4.0% and 0.4% to 3.4%, respectively.
Non-financial Instruments that are Measured at Fair Value on a Nonrecurring Basis
Certain non-financial instrumentsassets and liabilities are measured at fair value on a nonrecurring basis, primarily goodwill (Level 3), intangible assets, and property and equipment. Accordingly, these assets are not measured and adjusted to fair value on an ongoing basis but are subject to periodic evaluations for potential impairment.



78
84

Table of Contents
Notes to Consolidated Financial Statements – (continued)
(Amounts in Millions, Except Per Share Amounts)

Note 13:14:  Employee Benefits
Pension and Postretirement Benefit Plans
We have a defined benefit pension plan covering certain U.S. employees (the “Domestic Pension Plan”) that consists of approximately 3,3003,100 participants and is closed to new participants. We also have numerous funded and unfunded plans outside the U.S. The Interpublic Limited Pension Plan in the U.K. (the "U.K. Pension Plan") is a defined benefit plan and is our most material foreign pension plan in terms of the benefit obligation and plan assets. Some of our domestic and foreign subsidiaries provide postretirement health benefits and life insurance to eligible employees and, in certain cases, their dependents. The domestic postretirement benefit plan is our most material postretirement benefit plan in terms of the benefit obligation. This plan consists of approximately 1,6001,400 participants, is closed to new participants and is unfunded.
Differences between the aggregate income statement and balance sheet amounts listed in the tables below and the totals reported in our Consolidated Statements of Operations, Consolidated Statements of Comprehensive Income and Consolidated Balance Sheets relate to non-material foreign pension and postretirement benefit plans.
Pension and Postretirement Benefit Obligation
The change in the benefit obligation, the change in plan assets, the funded status and amounts recognized for the Domestic Pension Plan, the significant foreign pension plans and the domestic postretirement benefit plan are listed below.
Domestic
Pension Plan
 
Foreign
Pension Plans
 
Domestic Postretirement
Benefit Plan
 Domestic
Pension Plan		Foreign
Pension Plans		Domestic Postretirement
Benefit Plan
2018 2017 2018 2017 2018 2017202020192020201920202019
Benefit Obligation           Benefit Obligation
Projected benefit obligation as of January 1$125.4
 $126.6
 $582.3
 $530.6
 $31.8
 $32.3
Projected benefit obligation as of January 1$116.9 $115.4 $541.2 $496.0 $27.2 $27.7 
Service cost0.0
 0.0
 5.4
 4.9
 0.0
 0.0
Service cost0.0 0.0 4.9 4.8 0.0 0.0 
Interest cost4.5
 5.1
 13.1
 13.5
 1.1
 1.3
Interest cost3.7 4.8 9.4 12.4 0.8 1.2 
Benefits paid(9.5) (11.4) (27.4) (19.0) (5.9) (5.9)Benefits paid(10.1)(9.2)(22.9)(27.8)(5.2)(5.4)
Plan participant contributions0.0
 0.0
 0.1
 0.2
 1.8
 1.6
Plan participant contributions0.0 0.0 0.0 0.0 2.1 2.0 
Actuarial (gains) losses(5.0) 5.1
 (47.6) 20.3
 (1.1) 2.5
Actuarial lossesActuarial losses6.3 5.9 54.3 42.7 0.9 1.7 
Settlements and curtailments0.0
 0.0
 (5.8) (19.8) 0.0
 0.0
Settlements and curtailments0.0 0.0 (4.9)(0.7)0.0 0.0 
Foreign currency effect0.0
 0.0
 (26.4) 50.4
 0.0
 0.0
Foreign currency effect0.0 0.0 23.3 13.8 0.0 0.0 
Other0.0
 0.0
 2.3
 1.2
 0.0
 0.0
Other0.0 0.0 0.6 0.0 0.0 0.0 
                 
Projected benefit obligation as of December 31$115.4
 $125.4
 $496.0
 $582.3
 $27.7
 $31.8
Projected benefit obligation as of December 31$116.8 $116.9 $605.9 $541.2 $25.8 $27.2 
                 
Fair Value of Plan Assets           Fair Value of Plan Assets
Fair value of plan assets as of January 1$98.8
 $95.2
 $404.2
 $365.9
 $0.0
 $0.0
Fair value of plan assets as of January 1$99.1 $89.8 $409.5 $363.9 $0.0 $0.0 
Actual return on plan assets(8.1) 12.4
 (8.0) 25.1
 0.0
 0.0
Actual return on plan assets10.6 16.1 45.7 42.0 0.0 0.0 
Employer contributions8.6
 2.6
 19.1
 17.5
 4.1
 4.3
Employer contributions1.3 2.4 18.4 18.0 3.1 3.4 
Plan participant contributions0.0
 0.0
 0.1
 0.2
 1.8
 1.6
Plan participant contributions0.0 0.0 0.0 0.0 2.1 2.0 
Benefits paid(9.5) (11.4) (27.4) (19.0) (5.9) (5.9)Benefits paid(10.1)(9.2)(22.9)(27.8)(5.2)(5.4)
Settlements0.0
 0.0
 (4.6) (19.1) 0.0
 0.0
Settlements0.0 0.0 (4.9)0.0 0.0 0.0 
Foreign currency effect0.0
 0.0
 (21.1) 33.2
 0.0
 0.0
Foreign currency effect0.0 0.0 15.8 13.4 0.0 0.0 
Other0.0
 0.0
 1.6
 0.4
 0.0
 0.0
          0.0
     
Fair value of plan assets as of December 31$89.8
 $98.8
 $363.9
 $404.2
 $0.0
 $0.0
Fair value of plan assets as of December 31$100.9 $99.1 $461.6 $409.5 $0.0 $0.0 
                 
Funded status of the plans at December 31$(25.6) $(26.6) $(132.1) $(178.1) $(27.7) $(31.8)Funded status of the plans at December 31$(15.9)$(17.8)$(144.3)$(131.7)$(25.8)$(27.2)
79
85

Notes to Consolidated Financial Statements – (continued)
(Amounts in Millions, Except Per Share Amounts)

 Domestic
Pension Plan		Foreign
Pension Plans		Domestic Postretirement
Benefit Plan
December 31,202020192020201920202019
Amounts recognized in Consolidated Balance Sheets
Non-current asset$0.0 $0.0 $10.9 $10.1 $0.0 $0.0 
Current liability0.0 0.0 (7.4)(5.8)(2.5)(2.7)
Non-current liability(15.9)(17.8)(147.8)(136.0)(23.3)(24.5)
      
Net liability recognized$(15.9)$(17.8)$(144.3)$(131.7)$(25.8)$(27.2)
      
Accumulated benefit obligation$116.8 $116.9 $603.3 $538.6 
    
Amounts recognized in Accumulated Other
Comprehensive Loss, net
Net actuarial loss$53.9 $54.2 $213.3 $183.2 $5.4 $4.7 
Prior service cost (credit)0.0 0.0 1.1 1.1 0.0 (0.1)
      
Total amount recognized$53.9 $54.2 $214.4 $184.3 $5.4 $4.6 

 
Domestic
Pension Plan
 
Foreign
Pension Plans
 
Domestic Postretirement
Benefit Plan
December 31,2018 2017 2018 2017 2018 2017
Amounts recognized in Consolidated Balance Sheets           
Non-current asset$0.0
 $0.0
 $8.6
 $9.0
 $0.0
 $0.0
Current liability0.0
 0.0
 (6.2) (6.5) (2.9) (3.1)
Non-current liability(25.6) (26.6) (134.5) (180.6) (24.8) (28.7)
            
Net liability recognized$(25.6) $(26.6) $(132.1) $(178.1) $(27.7) $(31.8)
            
Accumulated benefit obligation$115.4
 $125.4
 $493.2
 $577.9
    
            
Amounts recognized in Accumulated Other
Comprehensive Loss, net
           
Net actuarial loss$60.4
 $52.2
 $165.6
 $201.6
 $3.1
 $4.2
Prior service cost (credit)0.0
 0.0
 1.2
 1.1
 (0.3) (0.4)
            
Total amount recognized$60.4
 $52.2
 $166.8
 $202.7
 $2.8
 $3.8

Actuarial gainslosses of $5.0$6.3 for the Domestic Pension Plan are attributed to an increasea decrease in the discount rate from 3.70%3.35% as of December 31, 20172019 to 4.35%2.60% as of December 31, 2018, partially offset2020, offset by changes in the mortality assumption and demographic experience. Actuarial gainslosses of $47.6$54.3 for the foreign pension plans are attributed to an increasea decrease in the weighted-average discount rate from 2.36%1.84% as of December 31, 20172019 to 2.61%1.35% as of December 31, 20182020 and changes in demographic experience.
Domestic
Pension Plan
 Foreign Pension Plans Domestic
Pension Plan		Foreign Pension Plans
December 31,2018 2017 2018 2017December 31,2020201920202019
Pension plans with an accumulated benefit obligation and projected benefit obligation in excess of plan assets       Pension plans with an accumulated benefit obligation and projected benefit obligation in excess of plan assets
Aggregate projected benefit obligation$115.4
 $125.4
 $491.2
 $576.6
Aggregate projected benefit obligation$116.8 $116.9 $600.8 $534.6 
Aggregate accumulated benefit obligation115.4
 125.4
 489.9
 575.2
Aggregate accumulated benefit obligation116.8 116.9 600.1 533.5 
Aggregate fair value of plan assets89.8
 98.8
 350.5
 389.5
Aggregate fair value of plan assets100.9 99.1 445.6 392.7 
Net Periodic Cost
The components of net periodic benefit cost and key assumptions are listed below.
Domestic Pension Plan Foreign Pension Plans Domestic Postretirement Benefit Plan Domestic Pension PlanForeign Pension PlansDomestic Postretirement Benefit Plan
Years ended December 31,2018 2017 2016 2018 2017 2016 2018 2017 2016Years ended December 31,202020192018202020192018202020192018
Service cost$0.0
 $0.0
 $0.0
 $5.4
 $4.9
 $6.7
 $0.0
 $0.0
 $0.0
Service cost$0.0 $0.0 $0.0 $4.9 $4.8 $5.4 $0.0 $0.0 $0.0 
Interest cost4.5
 5.1
 5.9
 13.1
 13.5
 15.1
 1.1
 1.3
 1.5
Interest cost3.7 4.8 4.5 9.4 12.4 13.1 0.8 1.2 1.1 
Expected return on plan assets(6.6) (6.2) (6.6) (18.8) (17.7) (18.7) 0.0
 0.0
 0.0
Expected return on plan assets(5.7)(5.9)(6.6)(18.8)(17.4)(18.8)0.0 0.0 0.0 
Settlement and curtailment (gains) losses0.0
 0.0
 0.0
 (1.0) 6.8
 0.4
 0.0
 0.0
 0.0
Settlement and curtailmentSettlement and curtailment0.0 0.0 0.0 (0.1)0.0 (1.0)0.0 0.0 0.0 
Amortization of:                 Amortization of:
Prior service cost (credit)0.0
 0.0
 0.0
 0.1
 0.1
 0.1
 (0.2) (0.2) (0.2)Prior service cost (credit)0.0 0.0 0.0 0.1 0.1 0.1 0.0 (0.2)(0.2)
Net actuarial losses1.6
 1.5
 1.3
 5.9
 5.5
 4.2
 0.1
 0.0
 0.0
Net actuarial losses1.7 1.9 1.6 5.4 4.8 5.9 0.2 0.1 0.1 
Net periodic cost$(0.5) $0.4
 $0.6
 $4.7
 $13.1
 $7.8
 $1.0
 $1.1
 $1.3
Net periodic cost$(0.3)$0.8 $(0.5)$0.9 $4.7 $4.7 $1.0 $1.1 $1.0 
80
86

Notes to Consolidated Financial Statements – (continued)
(Amounts in Millions, Except Per Share Amounts)

Assumptions
Assumptions
 Domestic Pension PlanForeign Pension PlansDomestic Postretirement Benefit Plan
Years ended December 31,202020192018202020192018202020192018
Net periodic cost
Discount rate3.35 %4.35 %3.70 %1.84 %2.61 %2.36 %3.25 %4.30 %3.65 %
Rate of compensation increaseN/AN/AN/A2.51 %2.58 %2.37 %N/AN/AN/A
Expected return on plan assets6.00 %7.00 %7.00 %4.70 %4.76 %4.70 %N/AN/AN/A
Interest crediting rates5.10 %5.10 %5.10 %1.37 %1.44 %1.31 %N/AN/AN/A
Benefit obligation
Discount rate2.60 %3.35 %4.35 %1.35 %1.84 %2.61 %2.50 %3.25 %4.30 %
Rate of compensation increaseN/AN/AN/A2.47 %2.51 %2.58 %N/AN/AN/A
Interest crediting rates5.10 %5.10 %5.10 %1.50 %1.37 %1.44 %N/AN/AN/A
Health care cost trend rate assumed for next year
Initial rate (weighted-average)6.75 %7.00 %6.25 %
Year ultimate rate is reached202820282024
Ultimate rate5.00 %5.00 %5.00 %
 Domestic Pension Plan Foreign Pension Plans Domestic Postretirement Benefit Plan
Years ended December 31,2018 2017 2016 2018 2017 2016 2018 2017 2016
                  
Net periodic cost                 
Discount rate3.70% 4.20% 4.80% 2.36% 2.52% 3.61% 3.65% 4.05% 4.65%
Rate of compensation increaseN/A
 N/A
 N/A
 2.37% 2.36% 3.18% N/A
 N/A
 N/A
Expected return on plan assets7.00% 7.00% 7.00% 4.70% 4.66% 5.38% N/A
 N/A
 N/A
Interest crediting rates5.10% 5.10% 5.10% 1.31% 1.29% 1.35% N/A
 N/A
 N/A
                  
Benefit obligation                 
Discount rate4.35% 3.70% 4.20% 2.61% 2.36% 2.52% 4.30% 3.65% 4.05%
Rate of compensation increaseN/A
 N/A
 N/A
 2.58% 2.37% 2.36% N/A
 N/A
 N/A
Interest crediting rates5.10% 5.10% 5.10% 1.44% 1.31% 1.29% N/A
 N/A
 N/A
                  
Health care cost trend rate assumed for next year              
Initial rate (weighted-average)            6.25% 6.50% 6.75%
Year ultimate rate is reached            2024
 2024
 2024
Ultimate rate            5.00% 5.00% 5.00%
Discount Rates – At December 31, 2018, 20172020, 2019 and 2016,2018, we determined our discount rates for our domestic pension plan, foreign pension plans and domestic postretirement benefit plan based on either a bond selection/settlement approach or bond yield curve approach. Using the bond selection/settlement approach, we determine the discount rate by selecting a portfolio of corporate bonds appropriate to provide for the projected benefit payments. Using the bond yield curve approach, we determine the discount rate by matching the plans' cash flows to spot rates developed from a yield curve. Both approaches utilize high-quality AA-rated corporate bonds and the plans' projected cash flows to develop a discounted value of the benefit payments, which is then used to develop a single discount rate. In countries where markets for high-quality long-term AA corporate bonds are not well developed, a portfolio of long-term government bonds is used as a basis to develop hypothetical corporate bond yields, which serve as a basis to derive the discount rate.
Expected Return on Assets – Our expected rate of return is determined at the beginning of each year and considers asset class index returns over various market and economic conditions, current and expected market conditions, risk premiums associated with asset classes and long-term inflation rates. We determine both a short-term and long-term view and then select a long-term rate of return assumption that matches the duration of our liabilities.
87
Notes to Consolidated Financial Statements – (continued)
(Amounts in Millions, Except Per Share Amounts)
Fair Value of Pension Plan Assets
The following table presents the fair value of our domestic and foreign pension plan assets as of December 31, 20182020 and 2017,2019, and indicates the fair value hierarchy of the valuation techniques utilized to determine such fair value. See Note 1213 for a description of the fair value hierarchy.
 December 31, 2018 December 31, 2017
Plan assets subject to fair value hierarchyLevel 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total
Registered investment companies$13.0
 $0.0
 $0.0
 $13.0
 $14.7
 $0.0
 $0.0
 $14.7
Limited partnerships0.0
 0.0
 25.6
 25.6
 0.0
 0.0
 29.5
 29.5
Fixed income securities23.1
 0.0
 0.0
 23.1
 23.4
 0.0
 0.0
 23.4
Insurance contracts0.0
 5.8
 0.0
 5.8
 0.0
 7.9
 0.0
 7.9
Other20.0
 0.0
 0.0
 20.0
 27.7
 0.0
 0.0
 27.7
Total plan assets, subject to leveling$56.1
 $5.8
 $25.6
 $87.5
 $65.8
 $7.9
 $29.5
 $103.2
Plan assets measured at net asset value               
Other investments measured at net asset value 1
      366.2
       399.8
Total plan assets      $453.7
       $503.0

81

Table of Contents
Notes to Consolidated Financial Statements – (continued)
(Amounts in Millions, Except Per Share Amounts)

 December 31, 2020December 31, 2019
Plan assets subject to fair value hierarchyLevel 1Level 2Level 3TotalLevel 1Level 2Level 3Total
Registered investment companies$19.3 $0.0 $0.0 $19.3 $18.0 $0.0 $0.0 $18.0 
Limited partnerships0.0 0.0 25.9 25.9 0.0 0.0 25.6 25.6 
Fixed income securities22.7 0.0 0.0 22.7 19.6 0.0 0.0 19.6 
Insurance contracts0.0 3.6 0.0 3.6 0.0 5.5 0.0 5.5 
Other28.9 0.0 0.0 28.9 27.8 0.0 0.0 27.8 
Total plan assets, subject to leveling$70.9 $3.6 $25.9 $100.4 $65.4 $5.5 $25.6 $96.5 
Plan assets measured at net asset value
Other investments measured at net asset value 1
462.1 412.1 
Total plan assets$562.5 $508.6 
1Certain investments that are measured at fair value using the net asset value per share (or its equivalent) as a practical expedient have not been classified in the fair value hierarchy but are included to reconcile to the amounts presented in the fair value of plan assets table above.
1Certain investments that are measured at fair value using the net asset value per share (or its equivalent) as a practical expedient have not been classified in the fair value hierarchy but are included to reconcile to the amounts presented in the fair value of plan assets table above.
Registered investment companies, which are publicly traded, are primarily valued using recently reported sales prices. Limited partnerships are invested primarily in equity and fixed income securities. Fixed income securities include government and investment-grade corporate bonds. Insurance contracts are valued based on the cash surrender value of the contract. Other investments primarily include cash and cash equivalents, equity securities and derivatives. Other investments measured at net asset value include common/collective trusts, hedge funds and other commingled assets that are invested primarily in equity and fixed income securities. These investments are not publicly traded and are valued based on the net asset value of shares held by the plan at year end, which reflects the fair value of the underlying investments.
The following table presents additional information about our significant foreign pension plan assets for which we utilize Level 3 inputs to determine fair value.
Years ended December 31,
Plan assets subject to fair value hierarchy, Level 3Plan assets subject to fair value hierarchy, Level 320202019
Years ended December 31,
Plan assets subject to fair value hierarchy, level 32018 2017
Balance at beginning of period$29.5
 $28.0
Balance at beginning of period$25.6 $25.6 
Actual return on plan assets(3.9) 1.5
Actual return on plan assets0.3 0.0 
Balance at end of period$25.6
 $29.5
Balance at end of period$25.9 $25.6 
Asset Allocation
The primary investment goal for our plans’ assets is to maximize total asset returns while ensuring the plans’ assets are available to fund the plans’ liabilities as they become due. The plans’ assets in aggregate and at the individual portfolio level are invested so that total portfolio risk exposure and risk-adjusted returns best achieve this objective. The aggregate amount of our own stock held as investment for our domestic and foreign pension funds is considered negligible relative to the total fund assets. As of December 31, 2018,2020, the weighted-average target and actual asset allocations relating to our domestic and foreign pension plans' assets are listed below.
  December 31,December 31,
Asset Class2019 Target Allocation 2018 2017Asset Class2021 Target Allocation20202019
Alternative investments 1
26% 26% 27%
Alternative investments 1
23 %24 %25 %
Equity securities23% 22% 23%Equity securities27 %27 %25 %
Fixed income securities21% 21% 21%Fixed income securities19 %18 %19 %
Liability driven investments 2
16% 16% 14%
Liability driven investments 2
15 %15 %14 %
Real estate6% 6% 6%Real estate9 %9 %9 %
Other8% 9% 9%Other7 %7 %8 %
Total100% 100% 100%Total100 %100 %100 %
1Alternative investments have the flexibility to dynamically invest across a broad range of asset classes including bonds, equity, cash, property and commodities.
2Liability driven investment strategies use government bonds as well as derivative instruments to hedge a portion of the impact of interest rates and inflation movements on the long-term liabilities.
Cash Flows
During 2018, we contributed $8.6 and $19.1 of cash to our domestic and foreign pension plans, respectively. For 2019, we expect to contribute approximately $2.5 and $17.0 of cash to our domestic and foreign pension plans, respectively.

82
88

Notes to Consolidated Financial Statements – (continued)
(Amounts in Millions, Except Per Share Amounts)

1Alternative investments have the flexibility to dynamically invest across a broad range of asset classes including bonds, equity, cash, property and commodities.
2Liability driven investment strategies use government bonds as well as derivative instruments to hedge a portion of the impact of interest rates and inflation movements on the long-term liabilities.
Cash Flows
During 2020, we contributed $1.3 and $18.4 of cash to our domestic and foreign pension plans, respectively. For 2021, we expect to contribute approximately $3.0 and $19.0 of cash to our domestic and foreign pension plans, respectively.
The estimated future benefit payments expected to be paid are presented below.
Years
Domestic
Pension Plan
 
Foreign
Pension Plans
 
Domestic Postretirement
Benefit Plan
YearsDomestic
Pension Plan		Foreign
Pension Plans		Domestic Postretirement
Benefit Plan
2019$14.5
 $21.7
 $3.0
20208.8
 18.7
 2.8
20218.0
 19.8
 2.6
2021$10.2 $25.0 $2.5 
20228.3
 20.9
 2.4
20228 22.9 2.3 
20237.8
 21.8
 2.2
20237.5 24.0 2.1 
2024 - 202836.7
 117.2
 9.8
202420247.5 25.2 2.0 
202520257.4 25.9 1.8 
2026 - 20302026 - 203034.2 129.5 8.0 
The estimated future payments for our domestic postretirement benefit plan are net of any estimated U.S. federal subsidies expected to be received under the Medicare Prescription Drug, Improvement and Modernization Act of 2003, which total no more than $0.3$0.2 in any individual year.
Savings Plans
We sponsor defined contribution plans (the “Savings Plans”) that cover substantially all domestic employees. The Savings Plans permit participants to make contributions on a pre-tax and/or after-tax basis and allow participants to choose among various investment alternatives. We match a portion of participant contributions based upon their years of service. Amounts expensed for the Savings Plans for 2020, 2019 and 2018 2017were $58.7, $61.2 and 2016 were $52.6, $47.2 and $47.0, respectively. Expenses include a discretionary Company contribution of $6.7, $3.6$2.9, $8.1 and $6.1$6.7 offset by participant forfeitures of $5.1, $5.6 and $5.8 $4.6in 2020, 2019 and $4.4 in 2018, 2017 and 2016, respectively. In addition, we maintain defined contribution plans in various foreign countries and contributed $51.3, $47.4$46.3, $54.5 and $44.5$51.3 to these plans in 2020, 2019 and 2018, 2017 and 2016, respectively.
Deferred Compensation and Benefit Arrangements
We have deferred compensation and benefit arrangements which (i) permit certain of our key officers and employees to defer a portion of their salary or incentive compensation or (ii) require us to contribute an amount to the participant’s account. These arrangements may provide participants with the amounts deferred plus interest upon attaining certain conditions, such as completing a certain number of years of service, attaining a certain age or upon retirement or termination. As of December 31, 20182020 and 2017,2019, the deferred compensation and deferred benefit liability balance was $196.2$188.5 and $213.2,$197.5, respectively. Amounts expensed for deferred compensation and benefit arrangements in 2020, 2019 and 2018 2017were $11.0, $19.4 and 2016 were $10.0, $18.5 and $18.5, respectively.
We have purchased life insurance policies on participants' lives to assist in the funding of the related deferred compensation and deferred benefit liabilities. As of December 31, 20182020 and 2017,2019, the cash surrender value of these policies was $177.3$180.8 and $177.4,$178.2, respectively.
Long-Term Disability Plan
We have a long-term disability plan which provides income replacement benefits to eligible participants who are unable to perform their job duties or any job related to his or her education, training or experience.experience. As all income replacement benefits are fully insured, no0 related obligation is required as of December 31, 20182020 and 2017.2019. In addition to income replacement benefits, plan participants may remain covered for certain health and life insurance benefits up to normal retirement age, and accordingly, we have recorded an obligation of $5.9$8.7 and $8.4$5.5 as of December 31, 20182020 and 2017, respectively.2019, respectively.


89
Notes to Consolidated Financial Statements – (continued)
(Amounts in Millions, Except Per Share Amounts)

Note 14:15:  Segment Information
As of December 31, 2018,2020, we have two2 reportable segments: IAN and CMG.DXTRA. IAN is comprised of McCann Worldgroup, Foote, Cone & Belding ("FCB"), MullenLowe Group, Media, Data Services and Tech, which includes IPG Mediabrands, Acxiom and Kinesso, our digital specialist agencies and our domestic integrated agencies. CMGDXTRA is comprised of a number of our specialist marketing services offerings.offerings including Weber Shandwick, DeVries, Golin, FutureBrands, Jack Morton and Octagon Worldwide. We also report results for the "Corporate and other" group.
Within IAN, our agencies provide a comprehensive array of global communications and marketing services, each offering a range of solutions for our clients. Our digital specialist agencies, including R/GA and Huge, provide digital capabilities and serve as key digital partners. In addition, our domestic integrated agencies, including Hill Holliday, Deutsch, Carmichael Lynch and Tierney, provide a full range of advertising, marketing communications services and/or marketing services and partner with our global operating divisions as needed. Media, Data Services and Tech offerings provide strategic media planning and buying services as well as data management and leading marketing technology services. IAN’s operating divisions share similar economic characteristics and are similar in other areas, specifically related to the nature of their services, the manner in which the services are provided and the similarity of their respective customers.
CMG,DXTRA, which includes Weber Shandwick, DeVries, Golin, FutureBrand, Jack Morton and Octagon Worldwide, provides clients with diversified services, including public relations, meeting and event production, sports and entertainment marketing, corporate

83

Table of Contents
Notes to Consolidated Financial Statements – (continued)
(Amounts in Millions, Except Per Share Amounts)

and brand identity, and strategic marketing consulting. CMGDXTRA shares some similarities with service lines offered by IAN; however, on an aggregate basis, CMGDXTRA has a higher proportion of arrangements for which they act as principal.
TheBeginning in the first quarter of 2019, Acxiom's results are presented in IAN and the profitability measure employed by our chief operating decision maker for allocating resources to operating divisions and assessing operating division performance is operating income (loss).segment EBITA. All segments follow the same accounting policies as those described in Note 1.
Corporate and other is primarily comprised of selling, general and administrative expenses as well as three months of results from Acxiom in 2018.expenses. Selling, general and administrative expenses includes corporate office expenses as well as shared service center and certain other centrally managed expenses that are not fully allocated to operating divisions; salaries, long-term incentives, annual bonuses and other miscellaneous benefits for corporate office employees; professional fees related to internal control compliance, financial statement audits and legal, information technology and other consulting services that are engaged and managed through the corporate office; and rental expense for properties occupied by corporate office employees. A portion of centrally managed expenses is allocated to operating divisions based on a formula that uses the planned revenues of each of the operating units. Amounts allocated also include specific charges for information technology-related projects, which are allocated based on utilization.



84
90

Notes to Consolidated Financial Statements – (continued)
(Amounts in Millions, Except Per Share Amounts)

Summarized financial information concerning our reportable segments is shown in the following tables.
 Years ended December 31,
 2018 2017 2016
Total Revenue:     
IAN$7,374.4
 $7,009.6
 $6,992.8
CMG2,158.3
 2,038.0
 2,063.4
Corporate and other 1
181.7
 —
 —
Total$9,714.4
 $9,047.6
 $9,056.2
      
Net revenue:     
IAN$6,585.8
 $6,266.7
 $6,201.4
CMG1,264.1
 1,206.8
 1,250.9
Corporate and other 1
181.7
 —
 —
Total$8,031.6
 $7,473.5
 $7,452.3
      
Segment operating income (loss):     
IAN$982.8
 $875.1
 $894.3
CMG175.0
 189.9
 189.3
Corporate and other(149.0) (126.6) (147.2)
Total1,008.8
 938.4
 936.4
      
Interest expense(123.0) (90.8) (90.6)
Interest income21.8
 19.4
 20.1
Other expense, net(69.6) (26.2) (40.3)
Income before income taxes$838.0
 $840.8
 $825.6
      
Depreciation and amortization     
IAN$142.8
 $125.5
 $129.2
CMG24.3
 23.5
 22.4
Corporate and other35.8
 8.1
 8.6
Total$202.9
 $157.1
 $160.2
      
Capital expenditures:     
IAN$128.5
 $112.0
 $149.2
CMG13.0
 17.7
 16.6
Corporate and other35.6
 26.2
 34.9
Total$177.1
 $155.9
 $200.7
      
 December 31, 
 2018 2017 
Total assets:    
IAN$11,446.2
 $10,978.0
 
CMG1,516.7
 1,427.4
 
Corporate and other 2
2,657.4
 299.3
 
Total$15,620.3
 $12,704.7
 
 Years ended December 31,
 202020192018
Total Revenue:
IAN$7,410.1 $7,992.0 $7,427.3 
DXTRA1,650.9 2,229.3 2,287.1 
Total$9,061.0 $10,221.3 $9,714.4 
Net revenue:
IAN$6,921.4 $7,328.8 $6,720.9 
DXTRA1,143.1 1,296.3 1,310.7 
Total$8,064.5 $8,625.1 $8,031.6 
   
Segment EBITA 1:
IAN$699.1 $1,115.7 $1,038.8 
DXTRA56.5 158.1 183.6 
Corporate and other(81.3)(101.8)(176.0)
Total$674.3 $1,172.0 $1,046.4 
   
Amortization of acquired intangibles:
IAN$81.5 $81.6 $32.2 
DXTRA4.4 4.4 5.4 
Corporate and other0.0 0.0 0.0 
Total$85.9 $86.0 $37.6 
Depreciation and amortization 2:
IAN$178.9 $164.6 $136.0 
DXTRA20.4 20.6 19.8 
Corporate and other5.4 7.3 9.5 
Total$204.7 $192.5 $165.3 
   
Capital expenditures:
IAN$132.0 $161.8 $143.7 
DXTRA8.4 13.3 13.2 
Corporate and other27.1 23.4 20.2 
Total$167.5 $198.5 $177.1 
1 Revenue Adjusted EBITA is from Acxiom which wascalculated as net income available to IPG common stockholders before provision for income taxes, total (expenses) and other income, equity in net income (loss) of unconsolidated affiliates, net income attributable to noncontrolling interests and amortization of acquired on October 1, 2018. See Note 6 for further detail on the acquisition.intangibles.
2 Includes $2,421.7 Excludes amortization of assets held at Acxiom. See Note 6 for further detail on the acquisition.acquired intangibles.

December 31,
 20202019
Total assets:
IAN$14,784.5 $15,155.2 
DXTRA1,549.2 1,725.5 
Corporate and other1,709.0 871.2 
Total$18,042.7 $17,751.9 

85
91

Notes to Consolidated Financial Statements – (continued)
(Amounts in Millions, Except Per Share Amounts)

The following table presents the reconciliation of segment EBITA to Income before income taxes.
Net revenue
Years ended December 31,
202020192018
IAN EBITA$699.1 $1,115.7 $1,038.8 
DXTRA EBITA56.5 158.1 183.6 
Corporate and other EBITA(81.3)(101.8)(176.0)
Less: consolidated amortization of acquired intangibles85.9 86.0 37.6 
Operating income588.4 1,086.0 1,008.8 
Total (expenses) and other income(227.1)(207.7)(170.8)
Income before income taxes$361.3 $878.3 $838.0 
Long-lived assets, including operating lease right-of-use assets and long-lived assets, excluding intangible assets, are presented by major geographic area in the following table.
 Long-Lived Assets
 December 31,
 20202019
Domestic$1,801.4 $2,080.4 
International:
United Kingdom216.6 167.6 
Continental Europe117.5 149.7 
Asia Pacific183.1 240.9 
Latin America58.9 74.8 
Other116.5 130.4 
Total International692.6 763.4 
Total Consolidated$2,494.0 $2,843.8 
  Net Revenue Long-Lived Assets
  Years ended December 31, December 31,
  2018 2017 2016 2018 2017
Domestic $4,825.0
 $4,458.8
 $4,443.2
 $892.9
 $694.5
International:          
United Kingdom 711.7
 613.1
 604.3
 57.9
 56.2
Continental Europe 737.5
 687.8
 682.0
 57.9
 73.6
Asia Pacific 896.8
 866.9
 887.7
 121.7
 115.5
Latin America 350.1
 350.8
 367.8
 43.6
 48.2
Other 510.5
 496.1
 467.3
 45.7
 46.1
Total International 3,206.6
 3,014.7
 3,009.1
 326.8
 339.6
Total Consolidated $8,031.6
 $7,473.5
 $7,452.3
 $1,219.7
 $1,034.1
Net revenue is primarily attributed to geographic areas based on where the services are performed. Property and equipment are allocated based upon physical location. Other assets and investments are allocated based on the location of the related operations.


Note 15:16:  Commitments and Contingencies
Leases
We lease office premises and equipment. Where leases contain escalation clauses or concessions, such as rent holidays and landlord/tenant incentives or allowances, the impact of such adjustments is recognized on a straight-line basis over the minimum lease period. Certain leases provide for renewal options and require the payment of real estate taxes or other occupancy costs, which are also subject to escalation clauses. Net rent expense is listed in the table below.
 Years ended December 31,
 2018 2017 2016
Gross rent expense$375.9
 $371.0
 $366.1
Third-party sublease rental income(5.3) (4.6) (4.1)
Net rent expense$370.6
 $366.4
 $362.0

Cash amounts for future minimum lease commitments for office premises and equipment under non-cancelable leases, along with minimum sublease rental income to be received under non-cancelable subleases, are listed in the table below.
Period
Rent
Obligations
 
Sublease Rental
Income
 Net Rent
2019$352.0
 $(7.7) $344.3
2020324.3
 (5.2) 319.1
2021282.3
 (2.2) 280.1
2022242.5
 (1.3) 241.2
2023184.0
 (0.6) 183.4
Thereafter714.6
 (0.5) 714.1
Total$2,099.7
 $(17.5) $2,082.2

Guarantees
We have guaranteed certain obligations of our subsidiaries relating principally to operating leases and uncommitted lines of credit of certain subsidiaries. As of December 31, 20182020 and 2017,2019, the amount of parent company guarantees on lease obligations was $824.5$630.8 and $829.2,$739.1, respectively, the amount of parent company guarantees primarily relating to uncommitted lines of credit was $349.1$399.6 and $308.8,$293.8, respectively, and the amount of parent company guarantees related to daylight overdrafts, primarily utilized to manage intra-day overdrafts due to timing of transactions under cash pooling arrangements without resulting in incremental borrowings, was $207.8$109.2 and $182.2,$207.7, respectively. In the event of non-payment by the applicable subsidiary of the obligations covered by a guarantee, we would be obligated to pay the amounts covered by that guarantee. As of December 31, 2018,2020, there were no0 material assets pledged as security for such parent company guarantees.

Contingent Acquisition Obligations

The following table details the estimated future contingent acquisition obligations payable in cash as of December 31, 2020.
20212022202320242025ThereafterTotal
Deferred acquisition payments$47.9 $10.9 $7.0 $8.4 $0.0 $2.9 $77.1 
Redeemable noncontrolling interests and call options with affiliates 1
17.2 23.3 26.8 1.5 0.7 0.0 69.5 
Total contingent acquisition payments$65.1 $34.2 $33.8 $9.9 $0.7 $2.9 $146.6 
1We have entered into certain acquisitions that contain both redeemable noncontrolling interests and call options with similar terms and conditions. The estimated amounts listed would be paid in the event of exercise at the earliest exercise date. We have certain redeemable noncontrolling interests that are exercisable at the discretion of the noncontrolling equity owners as of December 31, 2020. These estimated payments of $14.2 are included within the total payments expected to be made in 2021, and will continue to be carried forward into 2022 or beyond until exercised or expired. Redeemable
86
92

Notes to Consolidated Financial Statements – (continued)
(Amounts in Millions, Except Per Share Amounts)

Contingent Acquisition Obligations
The followingnoncontrolling interests are included in the table details the estimated future contingent acquisition obligationsat current exercise price payable in cash, asnot at applicable redemption value, in accordance with the authoritative guidance for classification and measurement of December 31, 2018.redeemable securities.
  2019 2020 2021 2022 2023 Thereafter Total
Deferred acquisition payments $65.7
 $20.0
 $23.6
 $4.7
 $10.2
 $2.7
 $126.9
Redeemable noncontrolling interests and call options with affiliates 1
 30.1
 30.6
 42.9
 5.7
 3.5
 2.5
 115.3
Total contingent acquisition payments $95.8
 $50.6
 $66.5
 $10.4
 $13.7
 $5.2
 $242.2
1
We have entered into certain acquisitions that contain both redeemable noncontrolling interests and call options with similar terms and conditions. The estimated amounts listed would be paid in the event of exercise at the earliest exercise date. We have certain redeemable noncontrolling interests that are exercisable at the discretion of the noncontrolling equity owners as of December 31, 2018. These estimated payments of $24.9 are included within the total payments expected to be made in 2019, and will continue to be carried forward into 2020 or beyond until exercised or expired. Redeemable noncontrolling interests are included in the table at current exercise price payable in cash, not at applicable redemption value, in accordance with the authoritative guidance for classification and measurement of redeemable securities.
The majority of these payments are contingent upon achieving projected operating performance targets and satisfying other conditions specified in the related agreements and are subject to revision in accordance with the terms of the respective agreements. See Note 56 for further information relating to the payment structure of our acquisitions.

Legal Matters
We are involved in various legal proceedings, and subject to investigations, inspections, audits, inquiries and similar actions by governmental authorities arising in the normal course of business. The types of allegations that arise in connection with such legal proceedings vary in nature, but can include claims related to contract, employment, tax and intellectual property matters. We evaluate all cases each reporting period and record liabilities for losses from legal proceedings when we determine that it is probable that the outcome in a legal proceeding will be unfavorable and the amount, or potential range, of loss can be reasonably estimated. In certain cases, we cannot reasonably estimate the potential loss because, for example, the litigation is in its early stages. While any outcome related to litigation or such governmental proceedings in which we are involved cannot be predicted with certainty, management believes that the outcome of these matters, individually and in the aggregate, will not have a material adverse effect on our financial condition, results of operations or cash flows.
As previously disclosed, on April 10, 2015, a federal judge in Brazil authorized the search of the records of an agency's offices in São Paulo and Brasilia, in connection with an ongoing investigation by Brazilian authorities involving payments potentially connected to local government contracts. The Company had previously investigated the matter and taken a number of remedial and disciplinary actions. The Company has been in the process of concluding a settlement related to these matters with government agencies, and that settlement was fully executed in April 2018. The Company has previously provided for such settlement in its Consolidated Financial Statements.
In December 2016, one of the Company's standalone domestic agencies was contacted by the Department of Justice Antitrust Division (the "DOJ") for documents regarding video production practices. By letter dated November 5, 2018, the DOJ confirmed that the foregoing investigation has been closed, and all documents produced by the Company and its subsidiary were returned to the Company. The DOJ did not bring any charges against the Company or its subsidiary.

Note 16:17:  Recent Accounting Standards
Accounting pronouncements not listed below were assessed and determined to be not applicable or are expected to have minimal impact on our Consolidated Financial Statements.
Revenue Recognition
See Notes 1 and 2 for further discussion on the adoption of ASC 606.
Employee Benefits
In August 2018, the Financial Accounting Standards Board (the "FASB") issued amended guidance that modifies the disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans by removing disclosures that are no longer considered cost beneficial, clarifying requirements for certain disclosures, and adding disclosure requirements identified as relevant. The amended guidance is effective December 31, 2020, with early adoption permitted. We early adopted this amended guidance prospectively as of the quarter ended December 31, 2018. The adoption of this amended guidance did not have a significant impact on our Consolidated Financial Statements.

87

Table of Contents
Notes to Consolidated Financial Statements – (continued)
(Amounts in Millions, Except Per Share Amounts)

Derivatives and Hedging
In August 2017, the FASB issued amended guidance on hedge accounting which expands an entity’s ability to hedge non-financial and financial risk components and aligns the recognition and presentation of the effects of the hedging instrument and the hedged item in the financial statements. The new guidance also eliminates the requirement to separately measure and report hedge ineffectiveness. This amended guidance is effective beginning January 1, 2019, with early adoption permitted. We early adopted this amended guidance prospectively as of the quarter ended December 31, 2018, and applied the adoption as of January 1, 2018, as required. The adoption of this amended guidance did not have a significant impact on our Consolidated Financial Statements.
Financial InstrumentCurrent Expected Credit Losses
In June 2016, the FASBFinancial Accounting Standards Board ("FASB") issued amended guidance on the accounting for credit losses on certain types of financial instruments, including trade receivables. The new model uses a forward-looking expected loss method, as opposed to the incurred loss method in current U.S. GAAP, which will generally result in earlier recognition of allowances for losses. ThisWe adopted this standard using the modified retrospective approach with an effective date of January 1, 2020. The adoption of this amended guidance is effective beginning January 1, 2020, with early adoption permitted as early as January 1, 2019. We are currently assessing thedid not have a material impact the adoption of the amended guidance will have on our Consolidated Financial Statements.
LeasesFair Value Measurement Disclosures
In February 2016,August 2018, the FASB issued amended disclosure requirements for fair value measurements by removing, modifying and adding certain disclosures. This amended guidance was effective beginning January 1, 2020. The adoption of this amended guidance did not have a material impact on our Consolidated Financial Statements.
Income Taxes
In December 2019, the FASB issued amended guidance on leaseto simplify the accounting which requires an entity to recognize a right-of-use assetfor income taxes by removing certain exceptions and a corresponding lease liability on its balance sheet for virtually allamending certain sections of its leases with a term of more than 12 months, including those classified as operating leases. Both the asset and liability will initially be measured at the present value of the future minimum lease payments, with the asset being subject to adjustments such as initial direct costs. Consistent with current U.S. GAAP, the presentation of expenses and cash flows will depend primarily on the classification of the lease as either a finance or an operating lease. The new standard also requires additional quantitative and qualitative disclosures regarding the amount, timing and uncertainty of cash flows arising from leases in order to provide additional information about the nature of an organization’s leasing activities.existing guidance under ASC 740. This amended guidance which is effective beginning January 1, 2019, requires modified retrospective application, and allows for the application of the new guidance at the adoption date. We have made significant progress in implementing the system upgrades required to adopt the leasing standard, and are currently in the process of establishing appropriate controls and procedures surrounding the new guidance. As an accounting policy, we have elected not to apply the recognition requirements to short-term leases, not to separate non-lease components from lease components, and have elected the package of practical expedients as it relates to reassessment of existing leases as granted by the FASB.2021. We do not expect the adoption of this amended guidance to have a significant impact on our Consolidated Statements of Operations, but will result in an estimated right-of-use asset and lease liability between $1,300.0 to $1,600.0 each on our Consolidated Balance Sheet effective January 1, 2019.
Fair Value Measurements
In January 2016, the FASB issued amended guidance that updates the fair value presentation requirements for certain financial instruments. Equity investments with readily determinable fair values, other than those accounted for using the equity method of accounting, will be measured at fair value with changes recorded through current earnings rather than other comprehensive income. This amended guidance was effective January 1, 2018. The adoption of this amended guidance did not have a significantmaterial impact on our Consolidated Financial Statements.





88
93

Table of Contents
Notes to Consolidated Financial Statements – (continued)
(Amounts in Millions, Except Per Share Amounts)

Note 17:18:  Results by Quarter (Unaudited)
 
Three Months Ended
March 31,
 
Three Months Ended
June 30,
 
Three Months Ended
September 30,
 
Three Months Ended
December 31,
 2018 2017 2018 2017 2018 2017 2018 2017
Revenue:               
Net revenue 1,2
$1,774.0
 $1,675.3
 $1,948.2
 $1,834.6
 $1,895.7
 $1,832.5
 $2,413.7
 $2,131.1
Billable expenses 1,2
395.1
 388.5
 443.6
 351.2
 401.8
 375.7
 442.3
 458.7
Total Revenue 1,2
2,169.1
 2,063.8
 2,391.8
 2,185.8
 2,297.5
 2,208.2
 2,856.0
 2,589.8
                
Operating Expenses:               
Salaries and related expenses 2
1,330.3
 1,251.7
 1,292.9
 1,228.9
 1,251.4
 1,218.8
 1,423.7
 1,291.3
Office and other direct 2 expenses
323.8
 312.7
 333.3
 318.4
 317.0
 302.9
 381.0
 334.8
Billable expenses 1,2
395.1
 388.5
 443.6
 351.2
 401.8
 375.7
 442.3
 458.7
Cost of services 2
2,049.2
 1,952.9
 2,069.8
 1,898.5
 1,970.2
 1,897.4
 2,247.0
 2,084.8
Selling, general and administrative expenses 2
35.1
 35.2
 28.8
 20.3
 21.6
 13.6
 81.0
 49.4
Depreciation and amortization 2
46.0
 41.0
 44.0
 41.3
 44.0
 42.2
 68.9
 32.6
Total operating expenses 1,2
2,130.3
 2,029.1
 2,142.6
 1,960.1
 2,035.8
 1,953.2
 2,396.9
 2,166.8
Operating income 1
38.8
 34.7
 249.2
 225.7
 261.7
 255.0
 459.1
 423.0
Other (expense) income, net 3
(24.4) 0.8
 (16.3) (15.4) (15.3) (9.9) (13.6) (1.7)
Total (expenses) and other income(40.3) (14.9) (37.7) (36.4) (37.6) (26.8) (55.2) (19.5)
Provision for (benefit of) income taxes 1,4
12.7
 (0.3) 63.6
 81.6
 60.7
 54.9
 62.2
 135.1
Net (loss) income 1
(16.1) 21.3
 147.8
 107.6
 163.5
 172.3
 342.5
 269.2
Net (loss) income available to IPG common stockholders 1
$(14.1) $24.7
 $145.8
 $107.7
 $161.0
 $169.7
 $326.2
 $252.3
                
(Loss) earnings per share available to IPG common stockholders:               
Basic 1
$(0.04) $0.06
 $0.38
 $0.27
 $0.42
 $0.44
 $0.85
 $0.66
Diluted 1
$(0.04) $0.06
 $0.37
 $0.27
 $0.41
 $0.43
 $0.84
 $0.64
                
Dividends declared per common share$0.21
 $0.18
 $0.21
 $0.18
 $0.21
 $0.18
 $0.21
 $0.18
 Three Months Ended
March 31,		Three Months Ended
June 30,		Three Months Ended
September 30,		Three Months Ended
December 31,
 20202019202020192020201920202019
Revenue:
Net revenue$1,972.1 $2,004.8 $1,853.4 $2,125.9 $1,954.6 $2,061.4 $2,284.4 $2,433.0 
Billable expenses387.7 356.4 172.3 394.3 170.9 376.7 265.6 468.8 
Total Revenue2,359.8 2,361.2 2,025.7 2,520.2 2,125.5 2,438.1 2,550.0 2,901.8 
Operating Expenses:
Salaries and related expenses1,422.8 1,421.1 1,306.1 1,381.2 1,269.9 1,334.4 1,346.2 1,432.1 
Office and other direct expenses378.2 389.2 317.0 387.3 307.9 367.9 364.8 419.7 
Billable expenses387.7 356.4 172.3 394.3 170.9 376.7 265.6 468.8 
Cost of services2,188.7 2,166.7 1,795.4 2,162.8 1,748.7 2,079.0 1,976.6 2,320.6 
Selling, general and administrative expenses
22.4 41.4 4.1 18.1 9.9 9.8 22.4 24.5 
Depreciation and amortization72.8 71.1 73.1 73.0 71.0 69.0 73.7 65.4 
Restructuring Charges 1
0.0 31.8112.6 2.147.30.0253.90.0
Total operating expenses2,283.9 2,311.0 1,985.2 2,256.0 1,876.9 2,157.8 2,326.6 2,410.5 
Operating income75.9 50.2 40.5 264.2 248.6 280.3 223.4 491.3 
Net interest expense(34.1)(42.0)(43.9)(43.9)(44.7)(40.2)(40.0)(38.7)
Other expense, net 2
(21.8)(6.9)(21.5)(3.8)(11.3)(7.4)(9.8)(24.8)
Total (expenses) and other income(55.9)(48.9)(65.4)(47.7)(56.0)(47.6)(49.8)(63.5)
Provision for (benefit of) for income taxes 3
17.2 10.5 19.0 43.6 (86.3)64.6 58.1 86.1 
Net income (loss)2.6 (9.5)(43.9)172.8 278.5 168.4 117.0 342.2 
Net income (loss) available to IPG common stockholders$4.7 $(8.0)$(45.6)$169.5 $279.7 $165.6 $112.3 $328.9 
Earnings (loss) per share available to IPG common stockholders:
Basic$0.01 $(0.02)$(0.12)$0.44 $0.72 $0.43 $0.29 $0.85 
Diluted$0.01 $(0.02)$(0.12)$0.43 $0.71 $0.42 $0.28 $0.84 
Dividends declared per common share$0.255 $0.235 $0.255 $0.235 $0.255 $0.235 $0.255 $0.235 

1Effective January 1, 2018, the Company adopted Accounting Standards Codification Topic 606, Revenue from Contracts with Customers, ("ASC 606") using the full retrospective transition method and revised its Consolidated financial statements for the years ended December 31, 2017. See Note 1 and 2 for further detail on the ASC 606 adoption.
2The Company has revised the presentation of its Consolidated Statements of Operations, which disaggregates net revenue and billable expenses within total revenue and separately presents cost of services; selling, general and administrative expenses; and depreciation and amortization within operating expenses. The revised presentation does not impact total revenue, total operating expenses or operating income.
3The three months ended March 31, June 30, September 30 and December 31, 2018 included pre-tax net losses of $24.4, $19.8, $5.8, and $11.9, respectively, on sales of businesses. The three months ended June 30 and September 30, 2017 included pre-tax net losses of $13.1 and $8.7, respectively, on sales of businesses.
4The three months ended December 31, 2018 included a tax benefit of $23.4 related to various discrete tax items. The three months ended September 30, 2017 included a tax benefit of $31.2 related to foreign tax credits from distributions of unremitted earnings, which was reversed during the three months ended December 31, 2017 as a result of the enactment of the Tax Cuts and Jobs Act. The three months ended December 31, 2017 included a net tax benefit of $36.0 as a result of the enactment of the Tax Cuts and Jobs Act.

1The three months ended June 30, September 30 and December 31, 2020 included restructuring charges of $112.6, $47.3 and $253.9, respectively. The three months ended March 31 and June 30, 2019 included restructuring charges of $31.8 and $2.1, respectively. See "Restructuring Charges" Note 11 for further information.

2The three months ended March 31, June 30 September 30 and December 31, 2020 included pre-tax net losses of $23.3, $19.9, $8.6, and $15.2, respectively, on sales of businesses. The three months ended March 31, June 30, September 30 and December 31, 2019 included pre-tax net losses of $8.6, $3.2, $7.7, and $23.9, respectively, on sales of businesses.
3The three months ended June 30 and September 30, 2020 included tax expense of $10.4 and $3.2, respectively, related to a change in our indefinite reinvestment assertion for certain foreign subsidiaries (APB 23). The three months ended September 30, 2020 also included a net tax benefit of $136.2 related to the settlement of the U.S. Federal income tax audit of the years 2006 through 2016. The three months ended June 30 and December 31, 2019 included a tax benefit of $13.9 related to the settlement of certain tax positions and $25.3 related to valuation allowance reversals, respectively.

89
94

Table of Contents
Notes to Consolidated Financial Statements – (continued)
(Amounts in Millions, Except Per Share Amounts)

Note 18:19:  Subsequent Events
We announced on February 13, 201910, 2021 that our Board had declared a common stock cash dividend of $0.235$0.27 per share, payable on March 15, 20192021 to holders of record as of the close of business on March 1, 2019.2021.



90
95



Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.


Item 9A.Controls and Procedures
Evaluation of disclosure controls and procedures
In connection with the preparation of this Annual Report on Form 10-K for the year ended December 31, 2018,2020, we have carried out an evaluation under the supervision of, and with the participation of, our management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded (1) that the disclosure controls and procedures were effective as of December 31, 20182020 to provide reasonable assurance that information required to be disclosed in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and (2) that the disclosure controls and procedures were effective as of December 31, 20182020 to provide reasonable assurance that information required to be disclosed in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including the principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives.


Management’s report on internal control over financial reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Management (with the participation of our Chief Executive Officer and Chief Financial Officer) conducted an evaluation of the effectiveness of internal control over financial reporting based on the framework in Internal Control – Integrated Framework(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Our management excluded Acxiom LLC from the audit of internal control over financial reporting because it was acquired in purchase business combinations completed on October 1, 2018. Acxiom LLC is a wholly- owned subsidiary whose total assets and total revenues represented 2.2% and 1.9%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2018. Based on this evaluation, management concluded that IPG’s internal control over financial reporting was effective as of December 31, 2018.2020. PricewaterhouseCoopers LLP, an independent registered public accounting firm, has audited the effectiveness of IPG’s internal control over financial reporting as of December 31, 2018,2020, as stated in their report which appears in this Annual Report on Form 10-K.


Changes in internal control over financial reporting
There has been no change in internal control over financial reporting in the quarter ended December 31, 20182020 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.


Item 9B.Other Information
None.



91
96



PART III


Item 10.Directors, Executive Officers and Corporate Governance
The information required by this Item is incorporated by reference to the “Election of Directors” section, the “Director Selection Process” section, the “Code of Conduct” section, the “Committees of the Board of Directors” section, the “Audit Committee” section and the “Section“Delinquent Section 16(a) Beneficial Ownership Reporting Compliance”Reports” section of the Proxy Statement for the Annual Meeting of Stockholders to be held on May 23, 201927, 2021 (the “Proxy Statement”), except for the description of our Executive Officers, which appears in Part I of this Report on Form 10-K under the heading “Executive Officers of IPG.”
New York Stock Exchange Certification
In 2018,2020, our Chief Executive Officer provided the Annual CEO Certification to the New York Stock Exchange, as required under Section 303A.12(a) of the New York Stock Exchange Listed Company Manual.


Item 11.Executive Compensation
The information required by this Item is incorporated by reference to the “Executive Compensation” section, the “Non-Management Director Compensation” section, the “Compensation Discussion and Analysis” section and the “Compensation and Leadership Talent Committee Report” section of the Proxy Statement.


Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this Item is incorporated by reference to the “Outstanding Shares and Ownership of Common Stock” section and the “Securities Authorized for Issuance under Equity Compensation Plans” section of the Proxy Statement.Statement, except for information regarding the shares of common stock to be issued or which may be issued under our equity compensation plans as of December 31, 2020, which is provided in the following table.

Plan Category
Number of Shares of Common Stock to be Issued Upon Exercise of Outstanding Options, Warrants and Rights
(a) 1, 2, 3, 4
Weighted-Average Exercise Price of Outstanding Stock Options (b)
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c) 5
Equity Compensation Plans Approved by Security Holders11,124,923 $12.75 33,016,418 
1Included a total of 633,419 outstanding stock options granted under the 2009 Performance Incentive Plan (the “2009 Plan"). These options are the only instruments taken into account in computing the weighted-average exercise price in column (b) of this table.
2Included a total of 4,753,608 shares of Common Stock representing the target number of shares issuable under the 2014 Performance Incentive Plan (the “2014 Plan”) and the 2019 Performance Incentive Plan (the “2019 Plan”) following the completion of the 2018-2020 performance period, the 2019-2021 performance period, and the 2020-2022 performance period, respectively.

3Included a total of 5,641,296 shares of Common Stock issuable pursuant to restricted share unit awards granted under the 2014 Plan and 2019 Plan, which are settled in shares of Common Stock.
4Included a total of 96,600 shares of Common Stock issuable pursuant to restricted share awards granted under the 2019 Plan.
5Included (i) 24,570,348 shares of Common Stock available for issuance under the shares of Common Stock available for issuance under the 2019 Performance Incentive Plan and (ii) 8,446,070 shares of Common Stock available for issuance under the Employee Stock Purchase Plan (2016).
Item 13.Certain Relationships and Related Transactions, and Director Independence
The information required by this Item is incorporated by reference to the “Transactions with Related Persons” section and the “Director Independence” section of the Proxy Statement.


Item 14.Principal Accountant Fees and Services
The information required by this Item is incorporated by reference to the “Appointment of Registered Public Accounting Firm” section of the Proxy Statement.



92
97



PART IV


Item 15.Exhibits, Financial Statement Schedules
(a) Listed below are all financial statements, financial statement schedules and exhibits filed as part of this Report on Form 10-K.


1. Financial Statements:
Report of Independent Registered Public Accounting Firm
Consolidated Statements of Operations for the years ended December 31, 2018, 20172020, 2019 and 20162018
Consolidated Statements of Comprehensive Income for the years ended December 31, 2018, 20172020, 2019 and 20162018
Consolidated Balance Sheets as of December 31, 20182020 and 20172019
Consolidated Statements of Cash Flows for the years ended December 31, 2018, 20172020, 2019 and 20162018
Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2018, 20172020, 2019 and 20162018
Notes to Consolidated Financial Statements


2. Financial Statement Schedules:
All financial statement schedules are omitted because they are either not applicable or the required information is otherwise provided.


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


Item 16.Form 10-K Summary
None.


93


EXHIBIT INDEX
Item 16.Form 10-K Summary
None.

98

EXHIBIT INDEX
Exhibit No.Description
Membership Interest Purchase Agreement, dated as of July 2, 2018, by and among Acxiom Corporation, the Registrant, LiveRamp, Inc., and Acxiom Holdings, Inc., is incorporated by reference to Exhibit 2.1 of the Registrant’s Current Report on Form 8-K, filed with the SEC on July 6, 2018.
Restated Certificate of Incorporation of the Registrant dated as of October 24, 2013, is incorporated by reference to Exhibit 3(i)(2) to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2013.
Amended and Restated By-Laws of the Registrant dated as of October 26, 2016, is incorporated by reference to Exhibit 3(ii) to the Registrant’s Current Report on Form 8-K filed with the SEC on October 27, 2016.
Senior Debt Indenture dated as of March 2, 2012 (the "2012 Indenture"), between the Registrant and U.S. Bank National Association, as Trustee, is incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed with the SEC on March 2, 2012.
First Supplemental Indenture, dated as of March 2, 2012, to the 2012 Indenture, with respect to the 4.00% Senior Notes due 2022 is incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on March 2, 2012.
Third Supplemental Indenture, dated as of November 8, 2012, to the 2012 Indenture, with respect to the 3.75% Senior Notes due 2023 is incorporated by reference to Exhibit 4.3 to the Registrant’s Current Report on Form 8-K filed with the SEC on November 8, 2012.
Fourth Supplemental Indenture, dated as of April 3, 2014, to the 2012 Indenture, with respect to the 4.20% Senior Notes due 2024 is incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on April 3, 2014.
Fifth Supplemental Indenture, dated as of September 21, 2018, to the 2012 Indenture, with respect to the 3.500% Senior Notes due 2020 is incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on September 21, 2018.
4(iii)(F)
Sixth Supplemental Indenture, dated as of September 21, 2018, to the 2012 Indenture, with respect to the 3.750% Senior Notes due 2021 is incorporated by reference to Exhibit 4.3 to the Registrant’s Current Report on Form 8-K filed with the SEC on September 21, 2018.


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


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


Credit Agreement,Ninth Supplemental Indenture, dated as of July 18, 2008, amended and restated as of April 23, 2010, further amended and restated as of May 31, 2011, further amended as of November 6,March 30, 2020, to the 2012 further amended and restated as of December 12, 2013, further amended and restated as of October 20, 2015 and as further amended and restated on October 25, 2017, amongIndenture, with respect to the Registrant, the lenders named therein and Citibank, N.A., as administrative agent,4.750% Senior Notes due 2030 is incorporated by reference to Exhibit 10(i)(1) to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017.
10(i)(B)
Amendment No. 1 to the Credit Agreement, dated as of July 27, 2018, among the Registrant, the banks, financial institutions and other institutional lenders parties to the Credit Agreement and Citibank, N.A., as agent for the lenders, is incorporated by reference to Exhibit 10.24.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on August 2, 2018.

March 30, 2020.
Description of Registered Securities is incorporated by reference to Exhibit 4(vi) to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2019.
Amended and Restated Credit Agreement, dated as of July 27, 2018,November 1, 2019, among The Interpublic Group of Companies, Inc., the Registrant, the initial lenders named therein and Citibank, N.A., as administrative agent, JPMorgan Chase Bank, N.A., as syndication agent and Citibank, N.A., JPMorgan Chase Bank, N.A., Merrill, Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley Senior Funding, Inc., as joint leader arrangers and joint bookrunners,agent. is incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on August 2, 2018.

November 5, 2019.
Amendment No. 1, dated as of July 28, 2020, to the Amended and Restated Credit Agreement, dated as of November 1, 2019, among the Registrant, the lenders and agents named therein and Citibank, N.A., as administrative agent is incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020.
364-Day Credit Agreement, dated as of March 27, 2020, by and among the Registrant, the initial lenders named therein, Citibank, N.A. (“Citibank”), as administrative agent, JPMorgan Chase Bank, N.A. (“JPMorgan”), as syndication agent, Bank of America, N.A. and Morgan Stanley Senior Funding, Inc., as documentation agents, and Citibank and JPMorgan, as joint lead arrangers and joint book managers is incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on March 30, 2020.
99

Amendment No. 1, dated as of July 28, 2020, to the 364-Day Credit Facility, dated as of March 27, 2020, among the Registrant, the lenders and agents named therein and Citibank, N.A., as administrative agent incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020.
(i) Philippe Krakowsky
Employment Agreement, made as of January 1, 2006 and executed on March 20, 2006, by and between the Registrant and Philippe Krakowsky, is incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed with the SEC on March 24, 2006.*
Amendment, made as of September 12, 2007, to an Employment Agreement, made as of January 1, 2006, between the Registrant and Philippe Krakowsky, is incorporated by reference to Exhibit 10(iii)(A)(13) to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2007.*
Amendment, dated May 1, 2008, to an Employment Agreement, made as of January 1, 2006, between the Registrant and Philippe Krakowsky, is incorporated by reference to Exhibit 10(iii)(A)(3) to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2008.*
Executive Special Benefits Agreement, dated as of February 1, 2002, and signed as of August 21, 2002, between the Registrant and Philippe Krakowsky, is incorporated by reference to Exhibit 10(iii)(A)(v) to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2002.*
Amendment, dated September 12, 2007, to an Executive Special Benefit Agreement, dated February 1, 2002, between the Registrant and Philippe Krakowsky, is incorporated by reference to Exhibit 10(iii)(A)(15) to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2007.*
Executive Change of Control Agreement, effective as of May 27, 2010, by and between the Registrant and Philippe Krakowsky, is incorporated by reference to Exhibit 10.3 to the Registrant's Current Report on Form 8-K filed with the SEC on May 27, 2010.*
Extension of Existing Executive Change of Control Agreement by and between the Registrant and Philippe Krakowsky, dated August 29, 2013 is incorporated by reference to Exhibit 10.5 to the Registrant's Current Report on Form 8-K filed with the SEC on August 30, 2013.*
Extension of Existing Executive Change of Control Agreement by and between the Registrant and Philippe Krakowsky, dated October 26, 2016 is incorporated by reference to Exhibit 10(iii)(a)(5) to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2016.*
Extension of Existing Executive Change of Control Agreement by and between the Registrant and Philippe Krakowsky, dated July 24, 2019 is incorporated by reference to Exhibit 10(iii)(a)(5) to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2019.*
(ii) Michael I. Roth
Employment Agreement, made as of July 13, 2004, by and between the Registrant and Michael I. Roth, is incorporated by reference to Exhibit 10(iii)(A)(9) to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2004.*

94


Exhibit No.Description
Supplemental Employment Agreement, dated as of January 19, 2005, between the Registrant and Michael I. Roth, is incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on January 21, 2005.*
Supplemental Employment Agreement, dated as of February 14, 2005, between the Registrant and Michael I. Roth, is incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on February 17, 2005.*
Amendment, made as of September 12, 2007, to an Employment Agreement, made as of July 13, 2004, between the Registrant and Michael I. Roth, is incorporated by reference to Exhibit 10(iii)(A)(7) to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2007. *
Amendment, dated May 1, 2008, to an Employment Agreement, made as of July 13, 2004, between the Registrant and Michael I. Roth, is incorporated by reference to Exhibit 10(iii)(A)(1) to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2008.*
The Interpublic Senior Executive Retirement Income Plan Participation Agreement, dated March 31, 2008, between the Registrant and Michael I. Roth, is incorporated by reference to Exhibit 10(iii)(A)(1) to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2008.*
100

Executive Change of Control Agreement, effective as of May 27, 2010, by and between the Registrant and Michael I. Roth, is incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on May 27, 2010.*
Extension of Existing Executive Change of Control Agreement by and between the Registrant and Michael I. Roth, dated August 29, 2013 is incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed with the SEC on August 30, 2013.*
Extension of Existing Executive Change of Control Agreement by and between the Registrant and Michael I. Roth, dated October 26, 2016 is incorporated by reference to Exhibit 10(iii)(a)(1) to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2016.*
(ii) Andrew Bonzani
Extension of Existing Executive Change of Control Agreement by and between the Registrant and Michael I. Roth, dated July 24, 2019 is incorporated by reference to Exhibit 10(iii)(a)(2) to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2019.*
(iii) Ellen Johnson
Employment Agreement between the Registrant and Ellen Johnson made as of January 1, 2020, entered into onJuly 29, 2020 is incorporated by reference to Exhibit 10(1) to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2020.*
Executive Change of Control Agreement between the Registrant and Ellen Johnson dated as of May 27, 2010, is incorporated by reference to Exhibit 10(iii)(A)(4) to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2019.*.
Extension of Existing Executive Change of Control Agreement between the Registrant and Ellen Johnson dated August 29, 2013, is incorporated by reference to Exhibit 10(iii)(A)(5) to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2019.*.
Extension of Existing Executive Change of Control Agreement between the Registrant and Ellen Johnson dated October 26, 2016, is incorporated by reference to Exhibit 10(iii)(A)(6) to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2019.*.
Extension of Existing Executive Change of Control Agreement between the Registrant and Ellen Johnson dated July 24, 2019 is incorporated by reference to Exhibit 10(iii)(a)(6) to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2019.*.
(iv) Andrew Bonzani
Employment Agreement, effective as of December 22, 2011, by and between the Registrant and Andrew Bonzani, is incorporated by reference to Exhibit(iii)(A)(8) to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2012.*
Executive Change of Control Agreement, effective as of December 22, 2011, by and between the Registrant and Andrew Bonzani, is incorporated by reference to Exhibit(iii)(A)(9) to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2012.*
Extension of Existing Executive Change of Control Agreement by and between the Registrant and Andrew Bonzani, dated August 29, 2013 is incorporated by reference to Exhibit 10.3 to the Registrant's Current Report on Form 8-K filed with the SEC on August 30, 2013.*
Extension of Existing Executive Change of Control Agreement by and between the Registrant and Andrew Bonzani, dated October 26, 2016 is incorporated by reference to Exhibit 10(iii)(a)(3) to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2016.*
(iii) Christopher Carroll
Extension of Existing Executive Change of Control Agreement by and between the Registrant and Andrew Bonzani, dated July 24, 2019 is incorporated by reference to Exhibit 10(iii)(a)(3) to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2019.*
(v) Christopher Carroll
Employment Agreement, made as of April 1, 2006, by and between the Registrant and Christopher Carroll, is incorporated by reference to Exhibit 10(iii)(A)(8) to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2011.*
Amendment, dated as of October 29, 2007, to an Employment Agreement, made as of April 1, 2006, between the Registrant and Christopher Carroll, is incorporated by reference to Exhibit 10(iii)(A)(9) to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2011.*
101

Executive Change of Control Agreement, effective as of May 27, 2010, by and between the Registrant and Christopher Carroll, is incorporated by reference to Exhibit 10(iii)(A)(10) to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2011.*
Extension of Existing Executive Change of Control Agreement by and between the Registrant and Christopher Carroll, dated August 29, 2013 is incorporated by reference to Exhibit 10.4 to the Registrant's Current Report on Form 8-K filed with the SEC on August 30, 2013.*

95


Exhibit No.Description
Extension of Existing Executive Change of Control Agreement by and between the Registrant and Christopher Carroll, dated October 26, 2016 is incorporated by reference to Exhibit 10(iii)(a)(4) to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2016.*
(iv) Philippe Krakowsky
Extension of Existing Executive Special BenefitsChange of Control Agreement dated as of February 1, 2002,by and signed as of August 21, 2002, between the Registrant and Philippe Krakowsky,Christopher Carroll, dated July 24, 2019 is incorporated by reference to Exhibit 10(iii)(A)(v) to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2002.*
10(iii)(A)(20)
Employment Agreement, made as of January 1, 2006 and executed on March 20, 2006, by and between the Registrant and Philippe Krakowsky, is incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed with the SEC on March 24, 2006.*
10(iii)(A)(21)
Amendment, made as of September 12, 2007, to an Employment Agreement, made as of January 1, 2006, between the Registrant and Philippe Krakowsky, is incorporated by reference to Exhibit 10(iii)(A)(13) to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2007.*
10(iii)(A)(22)
Amendment, dated September 12, 2007, to an Executive Special Benefit Agreement, dated February 1, 2002, between the Registrant and Philippe Krakowsky, is incorporated by reference to Exhibit 10(iii)(A)(15) to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2007.*
10(iii)(A)(23)
Amendment, dated May 1, 2008, to an Employment Agreement, made as of January 1, 2006, between the Registrant and Philippe Krakowsky, is incorporated by reference to Exhibit 10(iii)(A)(3)(a)(4) to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2008.2019.*
(vi) Frank Mergenthaler
Executive Change of ControlTransition Agreement, effectivedated as of May 27, 2010, by and between the Registrant and Philippe Krakowsky, is incorporated by reference to Exhibit 10.3 to the Registrant's Current Report on Form 8-K filed with the SEC on May 27, 2010.*
10(iii)(A)(25)
Extension of Existing Executive Change of Control Agreement by and between the Registrant and Philippe Krakowsky, dated August 29, 2013 is incorporated by reference to Exhibit 10.5 to the Registrant's Current Report on Form 8-K filed with the SEC on August 30, 2013.*
10(iii)(A)(26)
Extension of Existing Executive Change of Control Agreement by and between the Registrant and Philippe Krakowsky, dated October 26, 2016 is incorporated by reference to Exhibit 10(iii)(a)(5) to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2016.*
(v) Frank Mergenthaler
10(iii)(A)(27)
Employment Agreement, made as of July 13, 2005, between the Registrant and Frank Mergenthaler is incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed with the SEC on July 19, 2005.*
10(iii)(A)(28)
Amendment, made as of September 12, 2007, to an Employment Agreement, made as of July 13, 2005, between the Registrant and Frank Mergenthaler, is incorporated by reference to Exhibit 10(iii)(A)(9) to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2007.*
10(iii)(A)(29)
Amendment, dated May 1, 2008, to an Employment Agreement, made as of July 13, 2005, between the Registrant and Frank Mergenthaler, is incorporated by reference to Exhibit 10(iii)(A)(2) to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2008.*
10(iii)(A)(30)
Executive Change of Control Agreement, effective as of May 27, 2010,11, 2019, by and between the Registrant and Frank Mergenthaler, is incorporated by reference to Exhibit 10.2 to the Registrant's Current Report on Form 8-K filed with the SEC on May 27, 2010.*
10(iii)(A)(31)
Extension of Existing Executive Change of Control Agreement by and between the Registrant and Frank Mergenthaler, dated August 29, 2013 is incorporated by reference to Exhibit 10.2 to the Registrant's Current Report on Form 8-K filed with the SEC on August 30, 2013.*
10(iii)(A)(32)
Extension of Existing Executive Change of Control Agreement by and between the Registrant and Frank Mergenthaler, dated October 26, 2016 is incorporated by reference to Exhibit 10(iii)(a)(2) to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2016.*
Compensation Plans and Arrangements:
10(iii)(A)(33)
The Interpublic 2006 Performance Incentive Plan (the "2006 PIP") is incorporated by reference to Appendix A to the Registrant's Definitive Proxy Statement on Schedule 14A filed with the SEC on April 27, 2006.*

96


Exhibit No.Description
10(iii)(A)(34)
Amendment to the 2006 PIP is incorporated by reference to Exhibit 10(iii)(A)(1) to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2009.*
10(iii)(A)(35)
2006 PIP - Nonstatutory Stock Option Award Agreement is incorporated by reference to Exhibit 10.5 to the Registrant'sRegistrant’s Current Report on Form 8-K filed with the SEC on June 21, 2006.*12, 2019*
Compensation Plans and Arrangements:
The Interpublic 2009 Performance Incentive Plan (the “2009 PIP”) is incorporated by reference to Appendix A to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed with the SEC on June 2, 2009.*
2009 PIP Non-Statutory Stock Option Award Agreement is incorporated by reference to Exhibit 10(iii)(A)(8) to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2009.*
10(iii)(A)(38)
2009 PIP Non-Statutory Stock Option Award Agreement (updated 2010) is incorporated by reference to Exhibit 10(iii)(A)(89) to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2010.*
10(iii)(A)(39)
2009 PIP Non-Statutory Stock Option Award Agreement (updated 2013) is incorporated by reference to Exhibit 10(iii)(A)(68) to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2012.*
The 2009 Non-Management Directors’ Stock Incentive Plan (the “2009 NMD Plan”) is incorporated by reference to Exhibit 10(iii)(A)(9) to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2009.*
10(iii)(A)(41)
Amendment to the 2009 NMD Plan is incorporated by reference to Exhibit 10(iii)(A)(2) to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2012.*
10(iii)(A)(42)
2009 NMD Plan Restricted Stock Award Agreement (updated 2013) is incorporated by reference to Exhibit 10(iii)(A)(3) to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012.*
10(iii)(A)(43)
Supplement to the 2006 PIP and 2009 PIP is incorporated by reference to Exhibit 10(iii)(A)(88) to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2009.*
10(iii)(A)(44)
The Interpublic Group 2014 Performance Incentive Plan (the “2014 PIP”) is incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed with the SEC on May 28, 2014.*
2014 PIP Restricted Stock Award Agreement is incorporated by reference to Exhibit 10(iii)(A)(60) to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2014.*
2014 PIP Restricted Stock Unit Award Agreement (updated 2018), is incorporated by reference to Exhibit 10(iii)(A)(46) to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2017.*
2014 PIP Restricted Stock Unit Award Agreement (updated 2019).*

10(iii)(A)(48)
2014 PIP Performance Share Award Agreement is incorporated by reference to Exhibit 10(iii)(A)(61)(47) to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2014.2018.*
2014 PIP Performance Share Award Agreement (updated 2018) is incorporated by reference to Exhibit 10(iii)(A)(48) to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2017.*
2014 PIP Performance Share Award Agreement (updated 2019).*

10(iii)(A)(51)
2014 PIP Performance Cash Award Agreement is incorporated by reference to Exhibit 10(iii)(A)(62)(50) to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2014.2018.*
2014 PIP Performance Cash Award Agreement (updated 2018) is incorporated by reference to Exhibit 10(iii)(A)(50) to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2017.*
2014 PIP Performance Cash Award Agreement (updated 2019). is incorporated by reference to Exhibit 10(iii)(A)(53) to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2018.*

The Interpublic Group 2019 Performance Incentive Plan (the “2019 PIP”) is incorporated by reference to Exhibit 10(iii)(A)(62) to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2019.*
2019 PIP Restricted Stock Award Agreement is incorporated by reference to Exhibit 10(iii)(A)(63) to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2019.*
2019 PIP Restricted Stock Unit Award Agreement is incorporated by reference to Exhibit 10(iii)(A)(64) to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2019.*
2019 PIP Restricted Stock Unit Award Agreement.* (updated 2021)
102

2019 PIP Restricted Stock Unit Award Agreement (version2) is incorporated by reference to Exhibit 10(iii)(A)(65) to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2019.*
2019 PIP Performance Share Award Agreement is incorporated by reference to Exhibit 10(iii)(A)(66) to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2019.*
2019 PIP Performance Share Award Agreement.* (updated 2021)
2019 PIP Performance Share Award Agreement (version 2) is incorporated by reference to Exhibit 10(iii)(A)(67) to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2019.*
2019 PIP Performance Cash Award Agreement is incorporated by reference to Exhibit 10(iii)(A)(68) to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2019.*
2019 PIP Performance Cash Award Agreement.* (updated 2021)
2019 PIP Performance Cash Award Agreement (version 2) is incorporated by reference to Exhibit 10(iii)(A)(69) to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2019.*
2019 PIP Stock Option Award Agreement.*
The Restricted Cash Plan, as Amended and Restated as of May 18, 2009 is incorporated by reference to Exhibit 10(iii)(A)(13) to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2009. *
Restricted Cash Award Agreement is incorporated by reference to Exhibit 10(iii)(A)(71) to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2019.*
The Interpublic Restricted Cash Plan, Restatement effective as of November 12, 2020. *
Restricted Cash Award Agreement.*
The Interpublic Senior Executive Incentive Plan is incorporated by reference to Exhibit 10(iii)(a)(7) to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2019.*
Amended and Restated Employee Stock Purchase Plan (2016) of the Registrant is incorporated by reference to Exhibit 4.410.1 to the Registrant's Registration StatementQuarterly Report on Form S-8 filed with10-Q for the SEC on December 21, 2015.quarter ended September 30, 2020.*

97


Exhibit No.Description
The Interpublic Group Executive Performance (162(m) Plan) is incorporated by reference to Exhibit 10.2 to the Registrant's Current Report on Form 8-K filed with the SEC on May 28, 2014.*
The Interpublic Executive Severance Plan, amended and restated, effective August 16, 2017, is incorporated by reference to Exhibit 10(iii)(A)(1) to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017.*
The Interpublic Senior Executive Retirement Income Plan, Amended and Restated (the "Restated SERIP"), effective January 1, 2007, is incorporated by reference to Exhibit 10(iii)(A)(1) to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2007.*
Restated SERIP - Form of Restated Participation Agreement is incorporated by reference to Exhibit 10(iii)(A)(2) to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2007.*
Restated SERIP - Form of Participation Agreement (Form For New Participants) is incorporated by reference to Exhibit 10(iii)(A)(3) to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2007.*
The Interpublic Senior Executive Retirement Income Plan, amended and restated, effective August 1, 2014, and form of Participation Agreement for New Participants is incorporated by reference to Exhibit 10(iii)(A)(2) to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2014.*
The Interpublic Capital Accumulation Plan, Amended and Restated (the “Restated CAP”), effective January 1, 2007, is incorporated by reference to Exhibit 10(iii)(A)(4) to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2007.*
103

Restated CAP - Form of Restated Participation Agreement is incorporated by reference to Exhibit 10(iii)(A)(5) to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2007.*
Restated CAP - Form of Participation Agreement (Form For New Participants), is incorporated by reference to Exhibit 10(iii)(A)(6) to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2007.*
The Interpublic Capital Accumulation Plan, amended and restated, effective August 1, 2014, and form of Participation Agreement for New Participants is incorporated by reference to Exhibit 10(iii)(A)(1) to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2014.*
Description of Changes to the Compensation for Non-Management Directors, is incorporated by reference to Exhibit 10(iii)(A)(69) to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2015.*
Description of Changes to the Compensation for Non-Management Directors, is incorporated by reference to the Registrant's Current Report on Form 8-K filed with the SEC on May 27, 2020.*
Subsidiaries of the Registrant.
Consent of PricewaterhouseCoopers LLP.
Power of Attorney to sign Form 10-K and resolution of Board of Directors re Power of Attorney.
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 December 31, 2018.
2020. The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.
*104Management contractsCover Page Interactive Data File. The cover page XBRL tags are embedded within the inline XBRL document and compensation plans and arrangements.are included in Exhibit 101.


98
104



SIGNATURES


Pursuant to the requirements of Section 13 of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
THE INTERPUBLIC GROUP OF COMPANIES, INC.
(Registrant)
THE INTERPUBLIC GROUP OF COMPANIES, INC.By/s/ Philippe Krakowsky
(Registrant)
By
/s/ Michael I. Roth
Michael I. Roth
Chairman of the Board and Philippe Krakowsky
Chief Executive Officer
Date: February 25, 201922, 2021
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
NameTitleDate
/s/ Philippe KrakowskyChief Executive Officer and Director
(Principal Executive Officer)		February 22, 2021
Philippe Krakowsky
NameTitleDate
/s/ Michael I. RothEllen Johnson
Chairman of the Board and
Chief Executive Officer
(Principal Executive Officer)
February 25, 2019
Michael I. Roth
/s/ Frank Mergenthaler
Executive Vice President and

Chief Financial Officer

(Principal Financial Officer)
February 25, 201922, 2021
Frank MergenthalerEllen Johnson
/s/ Christopher F. Carroll
Senior Vice President,

Controller and Chief Accounting Officer

(Principal Accounting Officer)
February 25, 201922, 2021
Christopher F. Carroll
/s/ Michael I. RothExecutive Chairman of the BoardFebruary 22, 2021
Michael I. Roth
/s/ Jocelyn Carter-MillerDirectorFebruary 25, 201922, 2021
Jocelyn Carter-Miller
/s/ H. John GreeniausDirectorFebruary 25, 2019
H. John Greeniaus
/s/ Mary J. Steele GuilfoileDirectorFebruary 25, 201922, 2021
Mary J. Steele Guilfoile
/s/ Dawn HudsonDirectorFebruary 25, 201922, 2021
Dawn Hudson
/s/ William T. KerrDirectorFebruary 25, 2019
William T. Kerr
/s/ Henry S. MillerDirectorFebruary 25, 2019
Henry S. Miller
/s/ Jonathan F. MillerDirectorFebruary 25, 201922, 2021
Jonathan F. Miller
/s/ Patrick Q. MooreDirectorFebruary 25, 201922, 2021
Patrick Q. Moore
/s/ Linda S. SanfordDirectorFebruary 22, 2021
Linda Sanford
/s/ David M. ThomasDirectorFebruary 25, 201922, 2021
David M. Thomas
/s/ E. Lee Wyatt Jr.DirectorFebruary 25, 201922, 2021
E. Lee Wyatt Jr.

99

105