UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q



	x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
		For the quarterly period ended ~~March 31,~~June 30, 2013



	o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 1-6686

THE INTERPUBLIC GROUP OF COMPANIES, INC.

(Exact name of registrant as specified in its charter)



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

1114 Avenue of the Americas, New York, New York 10036

(Address of principal executive offices) (Zip Code)

(212) 704-1200

(Registrant’s telephone number, including area code)

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

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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).

Yes ý No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ¨ No ý

The number of shares of the registrant’s common stock outstanding as of ~~April~~July 15, 2013 was ~~428,397,893~~422,150,896.

INDEX

		Page No.
PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)
	Consolidated Statements of Operations for the Three and Six Months Ended ~~March 31,~~June 30, 2013 and 2012	2
	Consolidated Statements of Comprehensive Income (Loss) for the Three and Six Months Ended ~~March 31,~~June 30, 2013 and 2012	3
	Consolidated Balance Sheets as of ~~March 31,~~June 30, 2013 and December 31, 2012	4
	Consolidated Statements of Cash Flows for the ~~Three~~Six Months Ended ~~March 31,~~June 30, 2013 and 2012	5
	Consolidated Statements of Stockholders’ Equity for the ~~Three~~Six Months Ended ~~March 31,~~June 30, 2013 and 2012	6
	Notes to Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	3032
Item 4.	Controls and Procedures	3032

PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	3133
Item 1A.	Risk Factors	3133
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3133
Item 6.	Exhibits	3234
SIGNATURES		3335
INDEX TO EXHIBITS		3436

INFORMATION REGARDING FORWARD-LOOKING DISCLOSURE

This quarterly report on Form 10-Q 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 our most recent annual report on Form 10-K. Forward-looking statements speak only as of the date they are made and we undertake no obligation to update publicly any of them in light of new information or future events.

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

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

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; and

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

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

Table of Contents

Part I – FINANCIAL INFORMATION



Item 1.	Financial Statements (Unaudited)

THE INTERPUBLIC GROUP OF COMPANIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Amounts in Millions, Except Per Share Amounts)

(Unaudited)


	Three months ended March 31,						Three months ended June 30,						Six months ended June 30,
	2013			2012			2013			2012			2013			2012
REVENUE	$	1,543.0		$	1,506.8		$	1,756.2		$	1,715.7		$	3,299.2		$	3,222.5

OPERATING EXPENSES:
Salaries and related expenses	1,132.1			1,104.9			1,120.2			1,088.9			2,252.3			2,193.8
Office and general expenses	453.3			441.3			461.2			450.4			914.5			891.7
Total operating expenses	1,585.4			1,546.2			1,581.4			1,539.3			3,166.8			3,085.5

OPERATING LOSS	(42.4		)	(39.4		)
OPERATING INCOME							174.8			176.4			132.4			137.0

EXPENSES AND OTHER INCOME:
Interest expense	(36.8		)	(32.6		)	(37.5		)	(32.7		)	(74.3		)	(65.3		)
Interest income	6.4			8.0			5.8			6.7			12.2			14.7
Other income (expense), net	1.8			(1.3		)
Other income, net							4.8			4.7			6.6			3.4
Total (expenses) and other income	(28.6		)	(25.9		)	(26.9		)	(21.3		)	(55.5		)	(47.2		)

Loss before income taxes	(71.0		)	(65.3		)
Benefit of income taxes	(12.4		)	(19.2		)
Loss of consolidated companies	(58.6		)	(46.1		)
Income before income taxes							147.9			155.1			76.9			89.8
Provision for income taxes							62.0			50.1			49.6			30.9
Income of consolidated companies							85.9			105.0			27.3			58.9
Equity in net income of unconsolidated affiliates	0.1			0.4			0.2			0.5			0.3			0.9
NET LOSS	(58.5		)	(45.7		)
Net loss attributable to noncontrolling interests	2.2			2.7
NET LOSS ATTRIBUTABLE TO IPG	(56.3		)	(43.0		)
NET INCOME							86.1			105.5			27.6			59.8
Net income attributable to noncontrolling interests							(3.3		)	(3.6		)	(1.1		)	(0.9		)
NET INCOME ATTRIBUTABLE TO IPG							82.8			101.9			26.5			58.9
Dividends on preferred stock	(2.9		)	(2.9		)	(2.9		)	(2.9		)	(5.8		)	(5.8		)
NET LOSS AVAILABLE TO IPG COMMON STOCKHOLDERS	$	(59.2	)	$	(45.9	)
NET INCOME AVAILABLE TO IPG COMMON STOCKHOLDERS							$	79.9		$	99.0		$	20.7		$	53.1

Loss per share available to IPG common stockholders - basic and diluted	$	(0.14	)	$	(0.10	)
Earnings per share available to IPG common stockholders:
Basic							$	0.19		$	0.23		$	0.05		$	0.12
Diluted							$	0.18		$	0.22		$	0.05		$	0.12

Weighted-average number of common shares outstanding - basic and diluted	414.2			437.6
Weighted-average number of common shares outstanding:
Basic							425.1			437.4			419.7			437.5
Diluted							448.3			477.7			425.1			459.7

Dividends declared per common share	$	0.075		$	0.060		$	0.075		$	0.060		$	0.15		$	0.12

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

Table of Contents

THE INTERPUBLIC GROUP OF COMPANIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Amounts in Millions)

(Unaudited)


	Three months ended March 31,						Three months ended June 30,						Six months ended June 30,
	2013			2012			2013			2012			2013			2012
NET LOSS	$	(58.5	)	$	(45.7	)
NET INCOME							$	86.1		$	105.5		$	27.6		$	59.8

OTHER COMPREHENSIVE (LOSS) INCOME
OTHER COMPREHENSIVE INCOME (LOSS)
Foreign currency translation adjustments	(38.8		)	45.1			(74.5		)	(66.3		)	(113.3		)	(21.2		)

Available-for-sale securities:
Changes in market value of available-for-sale securities	0.4			0.5			0.4			135.0			0.8			135.5
Less: recognition of previously unrealized (gains) losses included in net loss	(1.0		)	0.6
Less: recognition of previously unrealized (gains) losses included in net income							(0.4		)	0.0			(1.4		)	0.6
Income tax effect	0.1			0.0			0.1			(50.6		)	0.2			(50.6		)
	(0.5		)	1.1			0.1			84.4			(0.4		)	85.5

Derivative instruments:
Changes in fair value of derivative instruments	0.0			(2.8		)	0.0			(15.8		)	0.0			(18.6		)
Less: recognition of previously unrealized losses in net loss	0.4			0.0
Less: recognition of previously unrealized losses in net income							0.5			0.0			0.9			0.0
Income tax effect	(0.2		)	0.0			(0.2		)	7.7			(0.4		)	7.7
	0.2			(2.8		)	0.3			(8.1		)	0.5			(10.9		)

Defined benefit pension and other postretirement plans:
Net actuarial gains for the period	(1.1		)	(0.3		)	1.1			1.3			0.0			1.0
Less: amortization of unrecognized losses, transition obligation and prior service cost included in net loss	2.8			1.9
Less: amortization of unrecognized losses, transition obligation and prior service cost included in net income							2.7			1.8			5.5			3.7
Other	(0.5		)	(0.1		)	(0.2		)	0.0			(0.7		)	(0.1		)
Income tax effect	(0.7		)	(0.5		)	(1.3		)	(1.2		)	(2.0		)	(1.7		)
	0.5			1.0			2.3			1.9			2.8			2.9

Other comprehensive (loss) income, net of tax	(38.6		)	44.4			(71.8		)	11.9			(110.4		)	56.3
TOTAL COMPREHENSIVE LOSS	(97.1		)	(1.3		)
Less: comprehensive loss attributable to noncontrolling interests	(3.4		)	(2.2		)
COMPREHENSIVE (LOSS) INCOME ATTRIBUTABLE TO IPG	$	(93.7	)	$	0.9
TOTAL COMPREHENSIVE INCOME (LOSS)							14.3			117.4			(82.8		)	116.1
Less: comprehensive income (loss) attributable to noncontrolling interests							1.5			2.0			(1.9		)	(0.2		)
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO IPG							$	12.8		$	115.4		$	(80.9	)	$	116.3

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

Table of Contents

THE INTERPUBLIC GROUP OF COMPANIES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Amounts in Millions)

(Unaudited)


	March 31, 2013			December 31, 2012			June 30, 2013			December 31, 2012
ASSETS:
Cash and cash equivalents	$	1,645.7		$	2,574.8		$	1,613.9		$	2,574.8
Marketable securities	5.4			16.0			4.6			16.0
Accounts receivable, net of allowance of $61.0 and $59.0	3,885.7			4,496.6
Accounts receivable, net of allowance of $62.2 and $59.0							4,047.8			4,496.6
Expenditures billable to clients	1,511.4			1,318.8			1,545.9			1,318.8
Other current assets	400.0			332.1			391.9			332.1
Total current assets	7,448.2			8,738.3			7,604.1			8,738.3
Furniture, equipment and leasehold improvements, net of accumulated depreciation of $1,136.6 and $1,134.9	485.6			504.8
Furniture, equipment and leasehold improvements, net of accumulated depreciation of $1,144.6 and $1,134.9							475.9			504.8
Deferred income taxes	182.4			160.5			178.4			160.5
Goodwill	3,588.9			3,580.6			3,580.7			3,580.6
Other non-current assets	513.2			509.7			497.6			509.7
TOTAL ASSETS	$	12,218.3		$	13,493.9		$	12,336.7		$	13,493.9

LIABILITIES:
Accounts payable	$	5,650.2		$	6,584.8		$	5,891.0		$	6,584.8
Accrued liabilities	596.4			728.2			548.6			728.2
Short-term borrowings	159.7			172.1			186.0			172.1
Current portion of long-term debt	1.9			216.6			594.8			216.6
Total current liabilities	6,408.2			7,701.7			7,220.4			7,701.7
Long-term debt	2,071.6			2,060.8			1,478.6			2,060.8
Deferred compensation	465.7			489.0			471.7			489.0
Other non-current liabilities	555.1			558.6			558.6			558.6
TOTAL LIABILITIES	9,500.6			10,810.1			9,729.3			10,810.1

Redeemable noncontrolling interests (see Note 5)	235.3			227.2			231.0			227.2

STOCKHOLDERS’ EQUITY:
Preferred stock	221.5			221.5			221.5			221.5
Common stock	50.9			48.8			51.1			48.8
Additional paid-in capital	2,705.6			2,465.4			2,735.7			2,465.4
Retained earnings	648.7			738.3			696.5			738.3
Accumulated other comprehensive loss, net of tax	(325.4		)	(288.0		)	(395.4		)	(288.0		)
	3,301.3			3,186.0			3,309.4			3,186.0
Less: Treasury stock	(852.0		)	(765.4		)	(965.1		)	(765.4		)
Total IPG stockholders’ equity	2,449.3			2,420.6			2,344.3			2,420.6
Noncontrolling interests	33.1			36.0			32.1			36.0
TOTAL STOCKHOLDERS’ EQUITY	2,482.4			2,456.6			2,376.4			2,456.6
TOTAL LIABILITIES AND EQUITY	$	12,218.3		$	13,493.9		$	12,336.7		$	13,493.9

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

Table of Contents

THE INTERPUBLIC GROUP OF COMPANIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in Millions)

(Unaudited)


	Three months ended March 31,						Six months ended June 30,
	2013			2012			2013			2012
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(58.5	)	$	(45.7	)
Adjustments to reconcile net loss to net cash used in operating activities:
Net income							$	27.6		$	59.8
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization of fixed assets and intangible assets	38.2			34.6			77.4			71.4
Provision for uncollectible receivables	3.8			6.7			7.4			9.1
Amortization of restricted stock and other non-cash compensation	15.5			16.7			24.9			29.4
Net amortization of bond discounts (premiums) and deferred financing costs	1.4			(1.7		)	4.0			(0.7		)
Deferred income tax benefit	(49.5		)	(51.5		)	(14.3		)	(43.4		)
Other	(0.4		)	10.4			(11.5		)	8.8
Changes in assets and liabilities, net of acquisitions and dispositions, providing (using) cash:
Accounts receivable	567.4			742.3			330.5			675.1
Expenditures billable to clients	(206.2		)	(193.7		)	(255.7		)	(278.2		)
Other current assets	(53.2		)	(34.1		)	(56.4		)	(46.0		)
Accounts payable	(898.2		)	(808.4		)	(573.4		)	(622.2		)
Accrued liabilities	(131.8		)	(150.9		)	(150.3		)	(189.9		)
Other non-current assets and liabilities	(3.6		)	(23.2		)	(1.6		)	(13.8		)
Net cash used in operating activities	(775.1		)	(498.5		)	(591.4		)	(340.6		)
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisitions, including deferred payments, net of cash acquired	(34.9		)	(2.1		)	(48.2		)	(51.6		)
Capital expenditures	(17.8		)	(22.4		)	(46.8		)	(58.2		)
Net sales (purchases) and maturities of short-term marketable securities	11.1			(0.3		)	11.6			(0.3		)
Proceeds from sales of businesses and investments, net of cash sold							3.1			12.6
Other investing activities	1.8			3.5			(2.1		)	(0.1		)
Net cash used in investing activities	(39.8		)	(21.3		)	(82.4		)	(97.6		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Purchase of long-term debt	(0.2		)	(400.1		)	(1.2		)	(400.5		)
Proceeds from issuance of long-term debt	0.0			246.8			0.0			246.8
Repurchase of common stock	(75.8		)	(52.5		)	(180.6		)	(118.1		)
Common stock dividends	(31.0		)	(26.2		)	(62.7		)	(52.3		)
Net (decrease) increase in short-term bank borrowings	(11.4		)	3.8
Exercise of stock options							31.5			7.7
Acquisition-related payments							(26.8		)	(34.5		)
Net increase in short-term bank borrowings							19.1			28.5
Distributions to noncontrolling interests	(1.2		)	(1.8		)	(7.0		)	(9.0		)
Preferred stock dividends	(2.9		)	(2.9		)	(5.8		)	(5.8		)
Exercise of stock options	18.1			4.9
Excess tax benefit on share-based compensation							7.4			0.0
Other financing activities	0.3			(1.0		)	0.1			(3.9		)
Net cash used in financing activities	(104.1		)	(229.0		)	(226.0		)	(341.1		)
Effect of foreign exchange rate changes on cash and cash equivalents	(10.1		)	19.2			(61.1		)	(21.4		)
Net decrease in cash and cash equivalents	(929.1		)	(729.6		)	(960.9		)	(800.7		)
Cash and cash equivalents at beginning of period	2,574.8			2,302.7			2,574.8			2,302.7
Cash and cash equivalents at end of period	$	1,645.7		$	1,573.1		$	1,613.9		$	1,502.0

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

Table of Contents

THE INTERPUBLIC GROUP OF COMPANIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Amounts in Millions)

(Unaudited)


	Preferred Stock		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			Preferred Stock		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																										Shares		Amount
Balance at December 31, 2012	$	221.5	492.0		$	48.8		$	2,465.4		$	738.3		$	(288.0	)	$	(765.4	)	$	2,420.6		$	36.0		$	2,456.6		$	221.5	492.0		$	48.8		$	2,465.4		$	738.3		$	(288.0	)	$	(765.4	)	$	2,420.6		$	36.0		$	2,456.6
Net loss											(56.3		)							(56.3		)	(2.2		)	(58.5		)
Net income																																							26.5									26.5			1.1			27.6
Other comprehensive loss														(37.4		)				(37.4		)	(1.2		)	(38.6		)														(107.4		)				(107.4		)	(3.0		)	(110.4		)
Reclassifications related to redeemable noncontrolling interests																							1.7			1.7																									3.6			3.6
Distributions to noncontrolling interests																							(1.2		)	(1.2		)																							(7.0		)	(7.0		)
Change in redemption value of redeemable noncontrolling interests											0.9									0.9						0.9													0.6									0.6						0.6
Repurchase of common stock																	(75.8		)	(75.8		)				(75.8		)																	(180.6		)	(180.6		)				(180.6		)
Common stock dividends											(31.0		)							(31.0		)				(31.0		)											(62.7		)							(62.7		)				(62.7		)
Preferred stock dividends											(2.9		)							(2.9		)				(2.9		)											(5.8		)							(5.8		)				(5.8		)
Conversion of convertible notes to common stock			16.9		1.7			198.3												200.0						200.0					16.9		1.7			198.3												200.0						200.0
Capped call transaction								10.8									(10.8		)	0.0						0.0										19.1									(19.1		)	0.0						0.0
Stock-based compensation			0.9		0.4			26.4												26.8						26.8					2.4		0.4			32.1												32.5						32.5
Exercise of stock options			1.7		0.2			18.1												18.3						18.3					3.5		0.4			31.5												31.9						31.9
Shares withheld for taxes			(0.1	)	(0.2		)	(19.2		)										(19.4		)				(19.4		)			(1.5	)	(0.2		)	(19.4		)										(19.6		)				(19.6		)
Excess tax benefit from stock-based compensation																																				6.8												6.8						6.8
Other								5.8			(0.3		)							5.5						5.5										1.9			(0.4		)							1.5			1.4			2.9
Balance at March 31, 2013	$	221.5	511.4		$	50.9		$	2,705.6		$	648.7		$	(325.4	)	$	(852.0	)	$	2,449.3		$	33.1		$	2,482.4
Balance at June 30, 2013																													$	221.5	513.3		$	51.1		$	2,735.7		$	696.5		$	(395.4	)	$	(965.1	)	$	2,344.3		$	32.1		$	2,376.4

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

Table of Contents

THE INTERPUBLIC GROUP OF COMPANIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY – (CONTINUED)

(Amounts in Millions)

(Unaudited)


	Preferred Stock		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			Preferred Stock		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																										Shares		Amount
Balance at December 31, 2011	$	221.5	491.4		$	48.2		$	2,427.5		$	405.1		$	(225.7	)	$	(414.9	)	$	2,461.7		$	35.6		$	2,497.3		$	221.5	491.4		$	48.2		$	2,427.5		$	405.1		$	(225.7	)	$	(414.9	)	$	2,461.7		$	35.6		$	2,497.3
Net loss											(43.0		)							(43.0		)	(2.7		)	(45.7		)
Net income																																							58.9									58.9			0.9			59.8
Other comprehensive income														43.9						43.9			0.5			44.4																57.4						57.4			(1.1		)	56.3
Reclassifications related to redeemable noncontrolling interests								13.0												13.0			3.9			16.9										12.0												12.0			3.7			15.7
Noncontrolling interest transactions																							(0.8		)	(0.8		)																							(0.8		)	(0.8		)
Distributions to noncontrolling interests																							(1.8		)	(1.8		)																							(9.0		)	(9.0		)
Change in redemption value of redeemable noncontrolling interests											3.3									3.3						3.3													3.1									3.1						3.1
Repurchase of common stock																	(52.5		)	(52.5		)				(52.5		)																	(118.1		)	(118.1		)				(118.1		)
Common stock dividends											(26.2		)							(26.2		)				(26.2		)											(52.3		)							(52.3		)				(52.3		)
Preferred stock dividends											(2.9		)							(2.9		)				(2.9		)											(5.8		)							(5.8		)				(5.8		)
Stock-based compensation			(0.1	)	0.6			13.4												14.0						14.0					1.7		0.6			20.8												21.4						21.4
Exercise of stock options			0.4		0.1			4.9												5.0						5.0					0.8		0.1			7.7												7.8						7.8
Shares withheld for taxes			(0.1	)	(0.2		)	(22.5		)										(22.7		)				(22.7		)			(2.0	)	(0.2		)	(22.9		)										(23.1		)				(23.1		)
Other								0.9			(0.6		)							0.3			(0.5		)	(0.2		)								1.8			(0.8		)							1.0			(0.9		)	0.1
Balance at March 31, 2012	$	221.5	491.6		$	48.7		$	2,437.2		$	335.7		$	(181.8	)	$	(467.4	)	$	2,393.9		$	34.2		$	2,428.1
Balance at June 30, 2012																													$	221.5	491.9		$	48.7		$	2,446.9		$	408.2		$	(168.3	)	$	(533.0	)	$	2,424.0		$	28.4		$	2,452.4

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

Table of Contents

Notes to Consolidated Financial Statements

(Amounts in Millions, Except Per Share Amounts)

(Unaudited)

Note 1: Basis of Presentation

The unaudited Consolidated Financial Statements have been prepared by The Interpublic Group of Companies, Inc. and its subsidiaries (the “Company,” “IPG,” “we,” “us” or “our”) in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for reporting interim financial information on Form 10-Q. Accordingly, they do not include certain information and disclosures required for complete financial statements. The preparation of financial statements in conformity with U.S. GAAP requires us to make judgments, assumptions and estimates that affect the amounts reported and disclosed. Actual results could differ from these estimates and assumptions. The consolidated results for interim periods are not necessarily indicative of results for the full year and should be read in conjunction with our 2012 Annual Report on Form 10-K.

In the opinion of management, these unaudited Consolidated Financial Statements include all adjustments, consisting only of normal and recurring adjustments necessary for a fair statement of the information for each period contained therein. Certain reclassifications have been made to prior-period financial statements to conform to the current-period presentation.

Note 2: 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	March 31, 2013				December 31, 2012				Effective Interest Rate	June 30, 2013				December 31, 2012
		Book Value		Fair Value ¹		Book Value		Fair Value ¹			Book Value		Fair Value ¹		Book Value		Fair Value ¹
6.25% Senior Unsecured Notes due 2014 (less unamortized discount of $0.2)	6.29%	$	352.4	$	376.8	$	352.8	$	372.6
10.00% Senior Unsecured Notes due 2017 (less unamortized discount of $7.7)	10.38%	592.3		642.8		591.9		660.8
2.25% Senior Notes due 2017 (less unamortized discount of $0.7)	2.30%	299.3		299.0		299.3		297.8
4.00% Senior Notes due 2022 (less unamortized discount of $2.8)	4.13%	247.2		252.4		247.1		258.7
3.75% Senior Notes due 2023 (less unamortized discount of $1.5)	4.32%	498.5		482.9		498.5		499.7
6.25% Senior Unsecured Notes due 2014 (less unamortized discount of $0.1)										6.29%	$	352.0	$	371.0	$	352.8	$	372.6
10.00% Senior Unsecured Notes due 2017 (less unamortized discount of $7.4 )										10.38%	592.6		630.8		591.9		660.8
2.25% Senior Notes due 2017 (less unamortized discount of $0.6)										2.30%	299.4		293.5		299.3		297.8
4.00% Senior Notes due 2022 (less unamortized discount of $2.7)										4.13%	247.3		241.0		247.1		258.7
3.75% Senior Notes due 2023 (less unamortized discount of $1.4)										4.32%	498.6		464.2		498.5		499.7
4.75% Convertible Senior Notes due 2023		0.0		0.0		200.5		202.8			0.0		0.0		200.5		202.8
Other notes payable and capitalized leases		83.8		83.9		87.3		90.8			83.5		81.6		87.3		90.8
Total long-term debt		2,073.5				2,277.4					2,073.4				2,277.4
Less: current portion ²		1.9				216.6					594.8				216.6
Long-term debt, excluding current portion		$	2,071.6			$	2,060.8				$	1,478.6			$	2,060.8


¹	See Note 11 for information on the fair value measurement of our long-term debt.

In June 2013, we exercised our option to redeem all of the 10.00% Senior Unsecured Notes due 2017 (the "10.00% Notes") on July 15, 2013, as such, we included our 10.00% Notes in the current portion of long-term debt on our June 30, 2013 unaudited Consolidated Balance Sheet. We included our 4.75% Convertible Senior Notes due 2023 (the “4.75% Notes”) in the current portion of long-term debt on our December 31, 2012 Consolidated Balance Sheet because holders of the 4.75% Notes had aan option to require us to repurchase ~~option~~their Notes for cash, stock or a combination, at our election, at par on March 15, 2013. The 4.75% Notes were retired in the first quarter of 2013.

Debt Transactions

10.00% Senior Unsecured Notes due 2017

In June 2013, we announced the exercise of the Company's option to redeem for cash all of the 10.00% Notes, of which an aggregate principal amount of $600.0 was outstanding. The redemption was on July 15, 2013. The redemption price was equal to 105% of the aggregate principal amount of the 10.00% Notes. See Note 14 for further information regarding subsequent events.

Table of Contents

Notes to Consolidated Financial Statements – (continued)

(Amounts in Millions, Except Per Share Amounts)

(Unaudited)

4.75% Convertible Senior Notes due 2023

In March 2013, we retired all $200.0 in aggregate principal amount of our 4.75% Notes. Of the amount retired, $199.997 in aggregate principal amount of the 4.75% Notes was converted, at the election of the holders, into Interpublic common stock at a conversion rate of 84.3402 shares (actual number) per $1,000 (actual number) principal amount, or approximately 16.9 shares.

~~Table of Contents~~

~~Notes to Consolidated Financial Statements – (continued)~~

~~(Amounts in Millions, Except Per Share Amounts)~~

~~(Unaudited)~~

Capped Call

In November 2010, we purchased capped call options to hedge the risk of price appreciation on the shares of our common stock into which our 4.75% Notes were convertible. In March 2013, we exercised our capped call options and elected net share settlement. AsDuring the first half of ~~March 31,~~ 2013, we received a total of ~~0.8~~1.5 settlement shares from the option counterparties. ~~The remaining exercised capped call options settled in~~ ~~April 2013~~.

Interest Rate Swaps

We enter into interest rate swaps to manage our exposure to changes in interest rates. In March and April 2012, we entered into forward-starting interest rate swap agreements with an aggregate notional amount of $300.0 to effectively lock in the benchmark rate for a forecasted issuance of debt to occur prior to December 31, 2013. These swaps qualified for hedge accounting as cash flow hedges, and, as such, the effective portion of the losses on the swaps was recorded in other comprehensive income and the ineffective portion of the losses on the swaps was recorded in other income, net. In November 2012, we terminated these swaps when we issued our 3.75% Senior Notes due 2022 (the ~~"3.75%~~"3.75% Notes"). The deferred losses on the swaps, recorded in accumulated other comprehensive loss, are amortized as an increase to interest expense over the term of the 3.75% Notes.

During the first ~~quarter~~half of 2013, we reclassified $~~0.4~~0.9 from accumulated other comprehensive loss into interest expense. Over the next twelve months, we expect to reclassify $1.8 from accumulated other comprehensive loss into interest expense in our unaudited Consolidated Statements of Operations.

Credit Agreements

We maintain a committed corporate credit facility to increase our financial flexibility (the "Credit Agreement"). The Credit Agreement is a revolving facility expiring in May 2016, 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 $1,000.0 or the equivalent in other currencies. The aggregate available amount of letters of credit outstanding may decrease or increase, subject to a sublimit on letters of credit of $200.0 or the equivalent in other currencies. Our obligations under the Credit Agreement are unsecured.

We were in compliance with all of our covenants in the Credit Agreement as of ~~March 31,~~June 30, 2013.

Note 3: Convertible Preferred Stock

The conversion rate of our 5¹/4% Series B Cumulative Convertible Perpetual Preferred Stock (the "Series B Preferred Stock")is subject to adjustment upon the occurrence of certain events, including the payment of cash dividends on our common stock. During the first quarter of 2013, the conversion rate per share for our Series B Preferred Stock was adjusted from 76.2197 to 77.1251 as a result of the cumulative effect of the cash dividends declared and paid on our common stock during the fourth quarter of 2012 and first quarter of 2013, resulting in a corresponding adjustment of the conversion price from $13.12 to $12.97. There was no additional adjustment required to the conversion rate in the second quarter of 2013.

~~Note 4: Loss Per Share~~

~~The following sets forth basic and diluted loss per common share available to IPG common stockholders.~~

Three months ended
March 31,
2013 2012
Net loss available to IPG common stockholders $ (59.2 ) $ (45.9 )
Weighted-average number of common shares outstanding - basic and diluted 414.2
437.6
Loss per share available to IPG common stockholders - basic and diluted $ (0.14 ) $ (0.10 )

~~Basic and diluted shares outstanding and loss per share are equal for the~~ ~~three months endedMarch 31, 2013~~ ~~and~~ ~~2012~~ ~~because our potentially dilutive securities are antidilutive as a result of the net loss available to IPG common stockholders in each period presented.~~

Table of Contents

Notes to Consolidated Financial Statements – (continued)

(Amounts in Millions, Except Per Share Amounts)

(Unaudited)

Note 4: Earnings Per Share

The following sets forth basic and diluted earnings per common share available to IPG common stockholders.



	Three months ended June 30,				Six months ended June 30,
	2013		2012		2013		2012
Net income available to IPG common stockholders - basic	$	79.9	$	99.0	$	20.7	$	53.1
Adjustments: Effect of dilutive securities
Interest on 4.75% Notes ¹	0.0		1.0		0.0		0.0
Interest on 4.25% Notes ²	0.0		0.0		0.0		0.3
Preferred stock dividends	2.9		2.9		0.0		0.0
Net income available to IPG common stockholders - diluted	$	82.8	$	102.9	$	20.7	$	53.4


Weighted-average number of common shares outstanding - basic	425.1		437.4		419.7		437.5
Add: Effect of dilutive securities
Restricted stock, stock options and other equity awards	6.1		6.9		5.4		6.6
4.75% Notes ¹	0.0		16.7		0.0		0.0
4.25% Notes ²	0.0		0.0		0.0		15.6
Preferred stock outstanding	17.1		16.7		0.0		0.0
Weighted-average number of common shares outstanding - diluted	448.3		477.7		425.1		459.7


Earnings per share available to IPG common stockholders - basic	$	0.19	$	0.23	$	0.05	$	0.12
Earnings per share available to IPG common stockholders - diluted	$	0.18	$	0.22	$	0.05	$	0.12

¹ We retired all of our outstanding 4.75% Notes in March 2013. See Note 2 for further information on our 4.75% Notes. For purposes of calculating diluted earnings per share, the potentially dilutive shares are pro-rated based on the period they were outstanding.

² We retired all of our outstanding 4.25% Notes in March 2012. For purposes of calculating diluted earnings per share, the potentially dilutive shares are pro-rated based on the period they were outstanding.

The following table presents the potential shares excluded from the diluted ~~loss~~earnings per share calculation because the effect of including these potential shares would be antidilutive.


	Three months ended March 31,		Three months ended June 30,		Six months ended June 30,
	2013	2012	2013	2012	2013	2012
Restricted stock, stock options and other equity awards	5.7	6.3
4.75% Notes ¹	13.4	16.5	0.0	0.0	6.6	16.7
4.25% Notes ¹	0.0	30.9
Preferred stock outstanding	17.1	16.7	0.0	0.0	17.1	16.7
Total	36.2	70.4	0.0	0.0	23.7	33.4

Securities excluded from the diluted loss per share calculation because the exercise price was greater than the average market price:
Securities excluded from the diluted earnings per share calculation because the exercise price was greater than the average market price:
Stock options ²	3.2	7.2	0.2	7.1	1.3	7.1


¹	We retired all of our outstanding 4.75% ~~Notes and 4.25%~~ Notes in March ~~2013 and March 2012, respectively.~~2013. See Note 2 for further information on our 4.75% Notes. For purposes of calculating diluted ~~loss~~earnings per share, the potentially dilutive shares are pro-rated based on the period they were outstanding.


²	These options are outstanding at the end of the respective periods. In any period in which the exercise price is less than the average market price, these options have the potential to be dilutive, and application of the treasury stock method would reduce this amount.

Note 5: 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. WeIn addition, we have entered into agreements that may require us to purchase additional equity interests in certain

Table of Contents

Notes to Consolidated Financial Statements – (continued)

(Amounts in Millions, Except Per Share Amounts)

(Unaudited)

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 the first ~~quarter~~half of 2013, we completed ~~six~~eight acquisitions, including a full-service digital agency in India, a public relations consultancy in India and a mobile marketing agency in Australia. ~~All~~Of our ~~six~~eight acquisitions,seven were included in the Integrated Agency Networks (“IAN”) operating segment and one was included in the Constituency Management Group ("CMG") operating segment. During the first ~~quarter~~half of 2013, we recorded approximately $~~53.0~~66.0 of goodwill and intangible assets related to these acquisitions.

During the first ~~quarter~~half of 2012, we completed ~~three~~six acquisitions, ~~which included an entertainment~~most notably a healthcare market research and consulting agency and a search marketing agency in the United Kingdom. ~~All~~Of our six acquisitions, three ~~acquisitions~~ were included in the ~~Constituency Management Group ("CMG")~~IAN operating segment and three were included in the CMG operating segment. During the first ~~quarter~~half of 2012, we recorded approximately $~~5.0~~79.0 of goodwill and intangible assets related to these acquisitions.

The results of operations of our acquired companies were included in our consolidated results from the closing date of each acquisition. Details of cash paid for current and prior years' acquisitions are listed below.


	Three months ended March 31,						Six months ended June 30,
	2013			2012			2013			2012
Cost of investment: current-year acquisitions	$	39.0		$	2.4		$	51.9		$	59.3
Cost of investment: prior-year acquisitions	0.7			0.9			27.8			35.4
Less: net cash acquired	(4.1		)	(1.2		)	(4.7		)	(8.6		)
Total cost of investment							75.0			86.1

Total cash paid for acquisitions ¹	$	35.6		$	2.1
Operating expense ¹							0.0			3.2
Total cash paid for acquisitions ²							$	75.0		$	89.3


¹	Represents cash payments made that were either in excess of the contractual value or contingent upon the future employment of the former owners of acquired companies.

Of the total cash paid, $~~0.7~~26.8 and $34.5 for the ~~three~~six months ended ~~March 31,~~June 30, 2013 is, and 2012, respectively, are classified under the financing section of the unaudited Consolidated Statements of Cash Flows within ~~other financing activities.~~acquisition-related payments. These amounts relate to increases in our ownership interests in our consolidated subsidiaries, as well as deferred payments for acquisitions that closed on or after January 1, 2009. Of the total cash paid, $~~34.9~~48.2 and $~~2.1~~51.6 for the ~~three~~six months ended ~~March 31,~~June 30, 2013, and 2012, respectively, are classified under the investing section of the unaudited Consolidated Statements of Cash Flows within acquisitions, including deferred payments, net of cash acquired. These amounts relate to initial payments for new transactions and deferred payments for acquisitions that closed prior to January 1, 2009.

~~Table of Contents~~

~~Notes to Consolidated Financial Statements – (continued)~~

~~(Amounts in Millions, Except Per Share Amounts)~~

~~(Unaudited)~~

Many of our acquisitions also include provisions under which the noncontrolling equity owners may require us to purchase additional interests in a subsidiary at their discretion. The following table presents changes in our redeemable noncontrolling interests.


	Three months ended March 31,						Six months ended June 30,
	2013			2012			2013			2012
Balance at beginning of period	$	227.2		$	243.4		$	227.2		$	243.4
Change in related noncontrolling interests balance	(1.7		)	(3.9		)	(3.6		)	(3.7		)
Changes in redemption value of redeemable noncontrolling interests:
Additions	12.5			0.0			12.5			1.0
Redemptions and other	(1.3		)	(13.0		)	(2.1		)	(14.2		)
Redemption value adjustments¹	(1.4		)	(2.8		)	(3.0		)	(4.2		)
Balance at end of period	$	235.3		$	223.7		$	231.0		$	222.3


¹	Redeemable noncontrolling interests are reported at their estimated redemption value in each reporting period, but not less than their initial fair value. Any adjustment to the redemption value impacts retained earnings or additional paid-in capital, except adjustments as a result of currency translation.

Table of Contents

Notes to Consolidated Financial Statements – (continued)

(Amounts in Millions, Except Per Share Amounts)

(Unaudited)

Note 6: Supplementary Data

Accrued Liabilities

The following table presents the components of accrued liabilities.

March 31,
2013 December 31,
2012
Salaries, benefits and related expenses $ 363.5
$ 478.2
Office and related expenses 48.4
51.6
Acquisition obligations 36.1
29.5
Interest 33.9
42.4
Professional fees 20.7
21.7
Other 93.8
104.8
Total accrued liabilities $ 596.4
$ 728.2

~~2004 Restatement Liabilities~~

As part of the restatement we presented in our 2004 Annual Report on Form 10-K (the “2004 Restatement”), we recognized liabilities related to vendor discounts and credits where we had a contractual or legal obligation to rebate such amounts to our clients or vendors. Reductions to these liabilities are achieved through settlements with clients and vendors, but also may occur if the applicable statute of limitations in a jurisdiction has lapsed. As of ~~March 31, 2013~~ ~~and~~ ~~December 31, 2012, we had vendor discounts and credit liabilities of~~ ~~$25.5~~ ~~and~~ ~~$26.9, respectively, related to the 2004 Restatement.~~



	June 30, 2013		December 31, 2012
Salaries, benefits and related expenses	$	329.3	$	478.2
Office and related expenses	50.3		51.6
Acquisition obligations	11.9		29.5
Interest	48.3		42.4
Professional fees	20.0		21.7
Other	88.8		104.8
Total accrued liabilities	$	548.6	$	728.2

Other Income, ~~(Expense),~~ Net

Results of operations for the three and sixmonths ended ~~March 31,~~June 30, 2013 and 2012 include certain items that are not directly associated with our revenue-producing operations.


	Three months ended March 31,						Three months ended June 30,				Six months ended June 30,
	2013			2012			2013		2012		2013		2012
Gains (losses) on sales of businesses and investments	$	2.2		$	(3.4	)	$	0.5	$	1.6	$	2.7	$	(1.8	)
Vendor discounts and credit adjustments	0.2			2.4			0.3		2.5		0.5		4.9
Other expense, net	(0.6		)	(0.3		)
Total other income (expense), net	$	1.8		$	(1.3	)
Other income, net							4.0		0.6		3.4		0.3
Total other income, net							$	4.8	$	4.7	$	6.6	$	3.4

Sales of Businesses and Investments – During the ~~three months ended~~first half~~March 31,~~ of 2013, the gains on sales of businesses and investments primarily related to a gain recognized in the first quarter of 2013 from the sale of marketable securities in the Asia Pacific region within our IAN

~~Table of Contents~~

~~Notes to Consolidated Financial Statements – (continued)~~

~~(Amounts in Millions, Except Per Share Amounts)~~

~~(Unaudited)~~

segment. During the ~~three months ended~~first half~~March 31,~~ of 2012, the losses on sales of businesses and investments primarily related to a loss recognized from the sale of a business in the domestic market within our IAN segment, which was partially offset by a gain recognized in the second quarter of 2012 related to the sale of a business in an international market within our CMG segment.

Vendor Discounts and Credit Adjustments – We are in the process of settling our liabilities related to vendor discounts and credits established as part of the 2004 Restatement. These adjustments reflect the reversal of certain of these liabilities as a result of differences resulting from settlements with clients or vendors or where the statute of limitations has lapsed.

Other Income, net – During the second quarter of 2013, other income, net primarily included a non-cash gain on re-measurement to fair value of an equity interest in an affiliate, located in the Asia Pacific region within our CMG segment, upon acquiring a controlling interest.

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 Adjustments			Available-for-Sale Securities			Derivative Instruments			Defined Benefit Pension and Other Postretirement Plans			Total
Balance as of December 31, 2012	$	(130.1	)	$	0.8		$	(12.7	)	$	(146.0	)	$	(288.0	)
Other comprehensive (loss) income before reclassifications	(110.3		)	0.8			0.0			(0.7		)	(110.2		)
Amount reclassified from accumulated other comprehensive loss, net of tax	0.0			(1.2		)	0.5			3.5			2.8
Total change for the period	(110.3		)	(0.4		)	0.5			2.8			(107.4		)
Balance as of June 30, 2013	$	(240.4	)	$	0.4		$	(12.2	)	$	(143.2	)	$	(395.4	)

Table of Contents

Notes to Consolidated Financial Statements – (continued)

(Amounts in Millions, Except Per Share Amounts)

(Unaudited)

Amounts reclassified from accumulated other comprehensive loss, net of tax for the three and six months ended June 30, 2013 are as follows:



	Three months ended June 30, 2013			Six months ended June 30, 2013			Affected Line Item in the Consolidated Statement of Operations
Foreign currency translation adjustments	$	0.0		$	0.0
Gains on available-for-sale securities	(0.4		)	(1.4		)	Other income, net
Losses on derivative instruments	0.5			0.9			Interest expense
Amortization of defined benefit pension and postretirement plans items ¹	2.7			5.5
Tax effect	(1.4		)	(2.2		)	Provision for income taxes
Total amount reclassified from accumulated other comprehensive loss, net of tax	$	1.4		$	2.8


¹	These accumulated other comprehensive loss components are included in the computation of net periodic cost. See Note 9 for further information.

Share Repurchase Program

The following table presents our share repurchase activity under our share repurchase programs.


	Three months ended March 31,				Six months ended June 30,
	2013		2012		2013		2012
Number of shares repurchased	6.2		4.9		13.7		11.0
Aggregate cost, including fees	$	75.8	$	52.5	$	180.6	$	118.1
Average price per share, including fees	$	12.17	$	10.61	$	13.22	$	10.78

As of ~~March 31,~~June 30, 2013, $~~524.2~~419.5 remains available for repurchase under the 2013 share repurchase ~~programs.~~program. The 2013 share repurchase ~~programs have~~program has no expiration date. We fully utilized the 2012 share repurchase program in the second quarter of 2013.

~~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 Adjustments Available-for-Sale Securities Derivative Instruments Defined Benefit Pension and Other Postretirement Plans Total
Balance as of December 31, 2012 $ (130.1 ) $ 0.8
$ (12.7 ) $ (146.0 ) $ (288.0 )
Other comprehensive (loss) income before reclassifications (37.6 ) 0.4
0.0
(1.6 ) (38.8 )
Amount reclassified from accumulated other comprehensive loss, net of tax 0.0
(0.9 ) 0.2
2.1
1.4
Total change for the period (37.6 ) (0.5 ) 0.2
0.5
(37.4 )
Balance as of March 31, 2013 $ (167.7 ) $ 0.3
$ (12.5 ) $ (145.5 ) $ (325.4 )

~~Reclassifications out of accumulated other comprehensive loss, net of tax for the three months ended March 31, 2013 are as follows:~~

Amount Reclassified from Accumulated Other Comprehensive Loss Affected Line Item in the Consolidated Statement of Operations
Foreign currency translation adjustments $ 0.0

Gains on available-for-sale securities (1.0 ) Other income (expense), net
Losses on derivative instruments 0.4
Interest expense
Amortization of defined benefit pension and postretirement plans items ¹
2.8

Tax effect (0.8 ) Benefit of income taxes
Total amount reclassified from accumulated other comprehensive loss, net of tax for the three months ended March 31, 2013 $ 1.4


¹	~~These accumulated other comprehensive loss components are included in the computation of net periodic cost. See Note 9 for further information.~~

~~Table of Contents~~

~~Notes to Consolidated Financial Statements – (continued)~~

~~(Amounts in Millions, Except Per Share Amounts)~~

~~(Unaudited)~~

Note 7: Income Taxes

For the three and six months ended ~~March 31,~~June 30, 2013, our effective income tax rate of ~~17.5%~~41.9% and 64.5%, respectively, was negatively impacted primarily by losses in certain foreign locations where we receive no tax benefit due to 100% valuation allowances.

We have various tax years under examination by tax authorities 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.

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 $~~30.0~~25.0 and $~~40.0~~35.0 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.

We are effectively settled with respect to U.S. income tax audits for years prior to 2009. With limited exceptions, we are no longer subject to state and local income tax audits for years prior to 1999, or non-U.S. income tax audits for years prior to 2005.

Table of Contents

Notes to Consolidated Financial Statements – (continued)

(Amounts in Millions, Except Per Share Amounts)

(Unaudited)

Note 8: Incentive Compensation Plans

We issue stock-based compensation and cash awards to our employees under a plan established by the Compensation and Leadership Talent Committee of the Board of Directors (the “Compensation Committee”) and approved by our shareholders.

We issued the following stock-based awards under the 2009 Performance Incentive Plan (the “2009 PIP”) during the ~~three~~six months ended ~~March 31,~~June 30, 2013.


	Awards	Weighted-average grant-date fair value (per award)		Awards	Weighted-average grant-date fair value (per award)
Stock options	0.7	$	4.14	0.7	$	4.14
Stock-settled awards	0.9	$	12.76	1.0	$	12.91
Performance-based awards	1.5	$	11.91	1.5	$	11.91
Total stock-based compensation awards	3.1			3.2

During the ~~three~~six months ended ~~March 31,~~June 30, 2013, the Compensation Committee granted performance cash awards under the 2009 PIP with a total target value of $~~71.8~~73.8. Of this amount, awards with a total target value of $~~34.3~~35.2 will be settled in shares upon vesting. The number of shares to be settled on the vesting date will be calculated as the cash value adjusted for performance divided by our stock price on the vesting date. Additionally, during the ~~three~~six months ended ~~March 31,~~June 30, 2013, the Compensation Committee granted cash awards under the Interpublic Restricted Cash Plan with a total target value of $~~0.9~~1.1. Cash awards are amortized over the vesting period, typically three years.

~~Table of Contents~~

~~Notes to Consolidated Financial Statements – (continued)~~

~~(Amounts in Millions, Except Per Share Amounts)~~

~~(Unaudited)~~

Note 9: Employee Benefits

We have a defined benefit pension plan (the “Domestic Pension Plan”) that covers certain U.S. employees. We also have numerous funded and unfunded plans outside the U.S. The Interpublic Limited Pension Plan in the U.K. 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. Certain immaterial foreign pension and postretirement benefit plans have been excluded from the table below.

The components of net periodic cost 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
Three months ended March 31,	2013			2012			2013			2012			2013		2012
Three months ended June 30,																	2013			2012			2013			2012			2013		2012
Service cost	$	0.0		$	0.0		$	2.5		$	2.7		$	0.0	$	0.0	$	0.0		$	0.0		$	2.6		$	2.6		$	0.0	$	0.1
Interest cost	1.4			1.6			5.4			5.4			0.5		0.6		1.3			1.5			5.2			5.6			0.3		0.6
Expected return on plan assets	(2.0		)	(1.9		)	(4.8		)	(4.5		)	0.0		0.0		(1.9		)	(1.9		)	(4.8		)	(4.6		)	0.0		0.0
Amortization of:
Unrecognized actuarial losses	2.1			1.5			0.7			0.3			0.0		0.1
Transition obligation																	0.0			0.0			0.0			0.0			0.0		0.1
Prior service cost (credit)																	0.0			0.0			0.1			0.0			0.0		(0.1		)
Unrecognized actuarial losses (gains)																	1.9			1.7			0.7			0.2			0.0		(0.1		)
Net periodic cost	$	1.5		$	1.2		$	3.8		$	3.9		$	0.5	$	0.7	$	1.3		$	1.3		$	3.8		$	3.8		$	0.3	$	0.6



	Domestic Pension Plan						Foreign Pension Plans						Domestic Postretirement Benefit Plan
Six months ended June 30,	2013			2012			2013			2012			2013		2012
Service cost	$	0.0		$	0.0		$	5.1		$	5.3		$	0.0	$	0.1
Interest cost	2.7			3.1			10.6			11.0			0.8		1.2
Expected return on plan assets	(3.9		)	(3.8		)	(9.6		)	(9.1		)	0.0		0.0
Amortization of:
Transition obligation	0.0			0.0			0.0			0.0			0.0		0.1
Prior service cost (credit)	0.0			0.0			0.1			0.0			0.0		(0.1		)
Unrecognized actuarial losses	4.0			3.2			1.4			0.5			0.0		0.0
Net periodic cost	$	2.8		$	2.5		$	7.6		$	7.7		$	0.8	$	1.3

Table of Contents

Notes to Consolidated Financial Statements – (continued)

(Amounts in Millions, Except Per Share Amounts)

(Unaudited)

During the ~~three~~six months ended ~~March 31,~~June 30, 2013, we contributed $~~3.7~~ ~~of cash to our foreign pension plans, with~~ no ~~contributions to our domestic pension plan. For the remainder of 2013, we expect to contribute approximately~~ ~~$1.0~~0.5 and $~~16.0~~7.6 of cash to our domestic and foreign pension plans, respectively. For the remainder of 2013, we do not expect to make any additional cash contributions to our domestic pension plan and we expect to contribute approximately $12.0 of cash to our foreign pension plans.

Note 10: Segment Information

We have two reportable segments, IAN and CMG. IAN is comprised of McCann Worldgroup, Draftfcb, Lowe & Partners, IPG Mediabrands and our domestic integrated agencies. CMG is comprised of a number of our specialist marketing services offerings. We also report results for the “Corporate and other” group. 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).~~income. The segment information is presented consistently with the basis described in our 2012 Annual Report on Form 10-K.

~~Table of Contents~~

~~Notes to Consolidated Financial Statements – (continued)~~

~~(Amounts in Millions, Except Per Share Amounts)~~

~~(Unaudited)~~

Summarized financial information concerning our reportable segments is shown in the following table.


	Three months ended March 31,						Three months ended June 30,						Six months ended June 30,
	2013			2012			2013			2012			2013			2012
Revenue:
IAN	$	1,241.1		$	1,243.9		$	1,435.7		$	1,423.3		$	2,676.8		$	2,667.2
CMG	301.9			262.9			320.5			292.4			622.4			555.3
Total	$	1,543.0		$	1,506.8		$	1,756.2		$	1,715.7		$	3,299.2		$	3,222.5

Segment operating income (loss):
Segment operating income:
IAN	$	(22.6	)	$	(15.3	)	$	169.2		$	177.3		$	146.6		$	162.0
CMG	14.0			7.5			34.6			31.2			48.6			38.7
Corporate and other	(33.8		)	(31.6		)	(29.0		)	(32.1		)	(62.8		)	(63.7		)
Total	(42.4		)	(39.4		)	174.8			176.4			132.4			137.0

Interest expense	(36.8		)	(32.6		)	(37.5		)	(32.7		)	(74.3		)	(65.3		)
Interest income	6.4			8.0			5.8			6.7			12.2			14.7
Other income (expense), net	1.8			(1.3		)
Loss before income taxes	$	(71.0	)	$	(65.3	)
Other income, net							4.8			4.7			6.6			3.4
Income before income taxes							$	147.9		$	155.1		$	76.9		$	89.8

Depreciation and amortization of fixed assets and intangible assets:
IAN	$	30.9		$	28.4		$	31.6		$	29.9		$	62.5		$	58.3
CMG	3.8			3.4			3.9			3.3			7.7			6.7
Corporate and other	3.5			2.8			3.7			3.6			7.2			6.4
Total	$	38.2		$	34.6		$	39.2		$	36.8		$	77.4		$	71.4

Capital expenditures:
IAN	$	10.0		$	12.8		$	13.5		$	19.9		$	23.5		$	32.7
CMG	1.0			2.0			3.1			3.6			4.1			5.6
Corporate and other	6.8			7.6			12.4			12.3			19.2			19.9
Total	$	17.8		$	22.4		$	29.0		$	35.8		$	46.8		$	58.2

	March 31, 2013			December 31, 2012			June 30, 2013			December 31, 2012
Total assets:
IAN	$	10,597.1		$	11,035.3		$	10,602.4		$	11,035.3
CMG	1,087.6			1,073.1			1,143.3			1,073.1
Corporate and other	533.6			1,385.5			591.0			1,385.5
Total	$	12,218.3		$	13,493.9		$	12,336.7		$	13,493.9

Table of Contents

Notes to Consolidated Financial Statements – (continued)

(Amounts in Millions, Except Per Share Amounts)

(Unaudited)

Note 11: 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 1		Unadjusted 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 2		Observable 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 3		Unobservable 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 the ~~three~~six months ended ~~March 31,~~June 30, 2013. The following tables present information about our financial instruments measured at fair value on a recurring basis as of ~~March 31,~~June 30, 2013 and December 31, 2012, and indicates the fair value hierarchy of the valuation techniques utilized to determine such fair value.


	March 31, 2013												Balance Sheet Classification	June 30, 2013												Balance Sheet Classification
	Level 1			Level 2			Level 3			Total				Level 1			Level 2			Level 3			Total
Assets
Cash equivalents	$	958.0		$	0.0		$	0.0		$	958.0		Cash and cash equivalents	$	994.5		$	0.0		$	0.0		$	994.5		Cash and cash equivalents
Short-term marketable securities	5.4			0.0			0.0			5.4			Marketable securities	4.6			0.0			0.0			4.6			Marketable securities
Long-term investments	1.6			0.0			0.0			1.6			Other assets	1.4			0.0			0.0			1.4			Other assets
Total	$	965.0		$	0.0		$	0.0		$	965.0			$	1,000.5		$	0.0		$	0.0		$	1,000.5

As a percentage of total assets	7.9		%	0.0		%	0.0		%	7.9		%		8.1		%	0.0		%	0.0		%	8.1		%

Liabilities
Mandatorily redeemable noncontrolling interests ¹	0.0			0.0			24.6			24.6				$	0.0		$	0.0		$	25.7		$	25.7
							��
	December 31, 2012												Balance Sheet Classification	December 31, 2012												Balance Sheet Classification
	Level 1			Level 2			Level 3			Total				Level 1			Level 2			Level 3			Total
Assets
Cash equivalents	$	1,806.6		$	0.0		$	0.0		$	1,806.6		Cash and cash equivalents	$	1,806.6		$	0.0		$	0.0		$	1,806.6		Cash and cash equivalents
Short-term marketable securities	16.0			0.0			0.0			16.0			Marketable securities	16.0			0.0			0.0			16.0			Marketable securities
Long-term investments	1.5			0.0			0.0			1.5			Other assets	1.5			0.0			0.0			1.5			Other assets
Total	$	1,824.1		$	0.0		$	0.0		$	1,824.1			$	1,824.1		$	0.0		$	0.0		$	1,824.1

As a percentage of total assets	13.5		%	0.0		%	0.0		%	13.5		%		13.5		%	0.0		%	0.0		%	13.5		%

Liabilities
Mandatorily redeemable noncontrolling interests ¹	$	0.0		$	0.0		$	25.3		$	25.3			$	0.0		$	0.0		$	25.3		$	25.3

Relates to unconditional obligations to purchase additional noncontrolling equity shares of consolidated subsidiaries. Fair value measurement of the obligation was based upon the amount payable as if the forward contracts were settled. The amount redeemable within the next twelve months is classified in accrued liabilities; any interests redeemable thereafter are classified in other non-current liabilities.

Table of Contents

Notes to Consolidated Financial Statements – (continued)

(Amounts in Millions, Except Per Share Amounts)

(Unaudited)

The following ~~tables present~~table presents additional information about financial instruments measured at fair value on a recurring basis and for which we utilize Level 3 inputs to determine fair ~~value.~~value for the six months endedJune 30, 2013.

Liabilities Three months ended
March 31, 2013
Mandatorily redeemable noncontrolling interests -
Balance at beginning of period
$ 25.3
Realized gains included in net loss (0.7 )
Mandatorily redeemable noncontrolling interests -
Balance at end of period
$ 24.6



Liabilities	Mandatorily Redeemable Noncontrolling Interests
Balance at December 31, 2012	$	25.3
Level 3 additions	1.0
Level 3 reductions	(0.9		)
Realized losses included in net income	0.3
Balance at June 30, 2013	$	25.7

Realized ~~gains~~losses included in net ~~loss~~income for mandatorily redeemable noncontrolling interests are reported as a component of interest expense in the unaudited Consolidated Statements of Operations.

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 ~~March 31,~~June 30, 2013 and December 31, 2012, and indicates the fair value hierarchy of the valuation techniques utilized to determine such fair value.

March 31, 2013 December 31, 2012
Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total
Total long-term debt $ 0.0
$ 2,053.9
$ 83.9
$ 2,137.8
$ 0.0
$ 2,292.4
$ 90.8
$ 2,383.2



	June 30, 2013					December 31, 2012
	Level 1	Level 2	Level 3	Total		Level 1		Level 2		Level 3		Total
Total long-term debt	0.0	2,000.5	81.6	$	2,082.1	$	0.0	$	2,292.4	$	90.8	$	2,383.2

Our long-term debt comprises senior notes and other notes payable. The fair value of our senior notes traded over-the-counter is based on quoted prices for such securities, but which fair value can also be derived from inputs that are readily observable. Therefore, these senior notes are classified as Level 2 within the fair value hierarchy. Our other notes payable are not actively traded and their fair value is not solely derived from readily observable inputs. Thus, 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. See Note 2 for further information on our long-term debt.

Non-financial Instruments that are Measured at Fair Value on a Nonrecurring Basis

Certain non-financial instruments are measured at fair value on a nonrecurring basis, primarily goodwill, intangible assets, and property, plant 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.

Note 12: Commitments and Contingencies

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. 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.

Guarantees

As discussed in our 2012 Annual Report on Form 10-K, we have guaranteed certain obligations of our subsidiaries relating principally to operating leases and credit facilities of certain subsidiaries. The amount of parent company guarantees on lease obligations was $~~382.6~~400.0 and $410.3 as of ~~March 31,~~June 30, 2013 and December 31, 2012, respectively, and the amount of parent company guarantees primarily relating to credit facilities was $~~283.0~~257.3 and $283.4 as of ~~March 31,~~June 30, 2013 and December 31, 2012, respectively.

Table of Contents

Notes to Consolidated Financial Statements – (continued)

(Amounts in Millions, Except Per Share Amounts)

(Unaudited)

Note 13: Recent Accounting Standards

Comprehensive Income

In February 2013, the Financial Accounting Standards Board ("FASB") issued amended guidance for presenting comprehensive income, which is effective for us January 1, 2013, and applied prospectively. This amended guidance requires an entity to disclose significant amounts reclassified out of accumulated other comprehensive income by component and their corresponding effect on the respective line items in net income. The adoption of this amended guidance required us to include additional disclosures in our unaudited Consolidated Financial Statements. See Note 6 for further information.

Note 14: Subsequent Events

On July 15, 2013, we redeemed all $600.0 in aggregate principal amount of the 10.00% Notes. Total cash paid to redeem the 10.00% Notes was $630.0. In connection with the redemption of the 10.00% Notes, we recognized a loss on extinguishment of debt of $45.2, which includes the write-off of the remaining unamortized discount of $7.3, unamortized debt issuance costs of $7.9 and a redemption premium of $30.0. The loss on extinguishment of debt will be recorded in the third quarter of 2013, in other income, net within our unaudited Consolidated Statement of Operations. See Note 2 for further information on the 10.00% Notes.

Table of Contents

Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Amounts in Millions, Except Per Share Amounts)

(Unaudited)



Item 2.	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 (“IPG,” “we,” “us” or “our”). MD&A should be read in conjunction with our unaudited Consolidated Financial Statements and the accompanying notes included in this report and our 2012 Annual Report on Form 10-K, as well as our other reports and filings with the Securities and Exchange Commission (“SEC”). Our Annual Report includes additional information about our significant accounting policies and practices as well as details about our most significant risks and uncertainties associated with our financial and operating results. 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.

RESULTS OF OPERATIONS provides an analysis of the consolidated and segment results of operations for the periods presented.

LIQUIDITY AND CAPITAL RESOURCES provides an overview of our cash flows, funding requirements, financing and sources of funds and debt credit ratings.

CRITICAL ACCOUNTING ESTIMATES provides an update to the discussion in our 2012 Annual Report on Form 10-K of our accounting policies that require critical judgment, assumptions and estimates.

RECENT ACCOUNTING STANDARDS, by reference to Note 13 to the unaudited Consolidated Financial Statements, provides a discussion of certain accounting standards that have been adopted during 2013 or that have not yet been required to be implemented and may be applicable to our future operations.

EXECUTIVE SUMMARY

We are one of the world’s premier global advertising and marketing services companies. Our companies specialize in consumer advertising, digital marketing, communications planning and media buying, public relations and specialized communications disciplines. 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 and strategic talent in 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 mergers and strategic alliances, as well as the development of 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 long-term financial goals include competitive organic revenue growth and operating margin expansion, which we expect will further strengthen our 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 in our financial reporting and business information systems in recent years, and which continue, 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 our business.

Table of Contents

Management’s Discussion and Analysis of Financial Condition and Results of Operations - (continued)

(Amounts in Millions, Except Per Share Amounts)

(Unaudited)

The following tables present a summary of financial performance for the three and six months ended~~March 31,~~June 30, 2013, as compared with the same ~~period~~periods in 2012.


	Three months ended March 31, 2013						Three months ended June 30, 2013						Six months ended June 30, 2013
% Increase	Total			Organic			Total			Organic			Total			Organic
Revenue	2.4		%	2.3		%	2.4		%	2.2		%	2.4		%	2.3		%
Salaries and related expenses	2.5		%	2.2		%	2.9		%	2.8		%	2.7		%	2.5		%
Office and general expenses	2.7		%	3.4		%	2.4		%	2.8		%	2.6		%	3.1		%

	Three months ended March 31,						Three months ended June 30,						Six months ended June 30,
	2013			2012			2013			2012			2013			2012
Operating margin	(2.7		)%	(2.6		)%	10.0		%	10.3		%	4.0		%	4.3		%
Expenses as % of revenue:
Salaries and related expenses	73.4		%	73.3		%	63.8		%	63.5		%	68.3		%	68.1		%
Office and general expenses	29.4		%	29.3		%	26.3		%	26.3		%	27.7		%	27.7		%

Net loss available to IPG common stockholders	$	(59.2	)	$	(45.9	)
Net income available to IPG common stockholders							$	79.9		$	99.0		$	20.7		$	53.1

Loss per share available to IPG common stockholders - basic and diluted	$	(0.14	)	$	(0.10	)
Earnings per share available to IPG common stockholders:
Basic							$	0.19		$	0.23		$	0.05		$	0.12
Diluted							$	0.18		$	0.22		$	0.05		$	0.12

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. The performance metrics that we use to evaluate our results include the organic change in revenue, salaries and related expenses and office and general expenses, and the components of operating expenses, expressed as a percentage of total consolidated revenue. Additionally, in certain of our discussions we analyze revenue by business sector, where we focus on our top 100 clients, which typically constitute approximately 55% to 60% of our annual consolidated revenues. We also analyze revenue by geographic region.

The change in our operating performance attributable to changes in foreign currency rates is determined by converting the prior-period reported results using the current-period exchange rates and comparing these prior-period adjusted amounts to the prior-period reported results. Although the U.S. Dollar is our reporting currency, a substantial portion of our revenues and expenses are generated in foreign currencies. Therefore, our reported results are affected by fluctuations in the currencies in which we conduct our international businesses. We do not use derivative financial instruments to manage this translation risk. 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 on us related to each geographic region depends on the significance and operating performance of the region. The primary foreign currencies that impacted our results during the first ~~quarter~~half of 2013 include the Brazilian Real, Japanese Yen, Pound Sterling and the South African Rand. During the first ~~quarter~~half of 2013, the U.S. Dollar was stronger relative to several foreign currencies in regions where we primarily conduct our business as compared to the prior-year ~~period.~~period, which had a negative impact on our consolidated results of operations. For the ~~first~~second quarter and first half of 2013, foreign currency fluctuations resulted in net decreases of approximately 1% in revenues and operating expenses, which had ~~no net~~a minimal impact on our ~~operating loss or~~ operating margin percentage.

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. For the ~~first~~second quarter and first half of 2013, the net effect of acquisitions and divestitures was an increase to revenue and operating expenses compared to the prior-year ~~period.~~periods.

Table of Contents

Management’s Discussion and Analysis of Financial Condition and Results of Operations - (continued)

(Amounts in Millions, Except Per Share Amounts)

(Unaudited)

RESULTS OF OPERATIONS

Consolidated Results of Operations – Three and Six Months Ended ~~March 31,~~June 30, 2013 Compared to Three and Six Months Ended ~~March 31,~~June 30, 2012

REVENUE


			Components of Change											Change						Components of Change											Change
	Three months ended March 31, 2012		Foreign Currency			Net Acquisitions/ (Divestitures)			Organic			Three months ended March 31, 2013		Organic		Total		Three months ended June 30, 2012		Foreign Currency			Net Acquisitions/ (Divestitures)			Organic			Three months ended June 30, 2013		Organic		Total
Consolidated	$	1,506.8	$	(12.2	)	$	13.3		$	35.1		$	1,543.0	2.3	%	2.4	%	$	1,715.7	$	(17.4	)	$	19.9		$	38.0		$	1,756.2	2.2	%	2.4	%
Domestic	879.7		0.0			10.5			4.2			894.4		0.5	%	1.7	%	950.9		0.0			14.1			31.6			996.6		3.3	%	4.8	%
International	627.1		(12.2		)	2.8			30.9			648.6		4.9	%	3.4	%	764.8		(17.4		)	5.8			6.4			759.6		0.8	%	(0.7	)%
United Kingdom	125.2		(0.6		)	1.1			12.7			138.4		10.1	%	10.5	%	126.7		(4.3		)	(1.3		)	(1.7		)	119.4		(1.3	)%	(5.8	)%
Continental Europe	167.3		2.4			(0.5		)	(9.7		)	159.5		(5.8	)%	(4.7	)%	210.7		2.4			0.0			(16.8		)	196.3		(8.0	)%	(6.8	)%
Asia Pacific	170.9		(4.5		)	2.1			7.4			175.9		4.3	%	2.9	%	211.0		(6.5		)	6.9			9.6			221.0		4.5	%	4.7	%
Latin America	79.3		(5.9		)	0.1			12.8			86.3		16.1	%	8.8	%	107.5		(5.2		)	0.2			17.3			119.8		16.1	%	11.4	%
Other	84.4		(3.6		)	0.0			7.7			88.5		9.1	%	4.9	%	108.9		(3.8		)	0.0			(2.0		)	103.1		(1.8	)%	(5.3	)%

During the ~~first~~second quarter of 2013, our revenue increased by $~~36.2~~40.5, or 2.4%, compared to the ~~first~~second quarter of 2012, due to an organic revenue increase of $~~35.1~~38.0, or ~~2.3%~~2.2%, and the effect of net acquisitions of $~~13.3~~19.9, partially offset by an adverse foreign currency rate impact of $~~12.2~~17.4. Our organic revenue increase was primarily attributable to net higher spending from existing clients and net client wins in ~~the prior year in several client sectors, most notably~~our domestic market, primarily in the auto and transportation ~~sector,~~ and ~~throughout most geographic regions. Regionally,~~consumer goods sectors, partially offset by the ~~largest~~loss of certain client assignments in the technology and telecom and retail sectors in prior periods. In our international markets, the organic revenue ~~increases were~~increase was primarily in the Latin America region, ~~primarily~~most notably in Brazil, ~~in the United Kingdom,~~ and in the Asia Pacific region, predominantly in Australia, ~~as well as several other key markets. Partially offsetting these increases was a decline~~partially offset by an organic revenue decrease in the Continental Europe region due to a continued challenging economic climate. ~~In the domestic market, our~~The organic revenue increase ~~reflects growth at several of~~in our ~~agencies,~~international markets was primarily due to net client wins, most notably ~~at our events marketing business,~~in the technology and telecom and auto and transportation sectors, partially offset by a decrease in spending from existing clients, primarily in the ~~loss of certain client assignments in prior periods.~~food and beverage and consumer goods sectors.

Our revenue is directly impacted by our ability to win new clients and the retention and spending levels of existing clients. Most of our expenses are recognized ratably throughout the year and are therefore less seasonal than revenue. Our revenue is typically lowest in the first quarter and highest in the fourth quarter. This reflects the seasonal spending of our clients, incentives earned at year end on various contracts and project work completed that is typically recognized during the fourth quarter. In the events marketing business, revenues can fluctuate due to the timing of completed projects, as revenue is typically recognized when the project is complete. We generally act as principal for these projects and accordingly record the gross amount billed to the client as revenue and the related costs incurred as pass-through costs in office and general expenses.

~~Refer~~



			Components of Change											Change
	Six months ended June 30, 2012		Foreign Currency			Net Acquisitions/ (Divestitures)			Organic			Six months ended June 30, 2013		Organic		Total
Consolidated	$	3,222.5	$	(29.6	)	$	33.2		$	73.1		$	3,299.2	2.3	%	2.4	%
Domestic	1,830.6		0.0			24.6			35.8			1,891.0		2.0	%	3.3	%
International	1,391.9		(29.6		)	8.6			37.3			1,408.2		2.7	%	1.2	%
United Kingdom	251.9		(4.9		)	(0.2		)	11.0			257.8		4.4	%	2.3	%
Continental Europe	378.0		4.8			(0.5		)	(26.5		)	355.8		(7.0	)%	(5.9	)%
Asia Pacific	381.9		(11.0		)	9.0			17.0			396.9		4.5	%	3.9	%
Latin America	186.8		(11.1		)	0.3			30.1			206.1		16.1	%	10.3	%
Other	193.3		(7.4		)	0.0			5.7			191.6		2.9	%	(0.9	)%

During the first half of 2013, our revenue increased by $76.7, or 2.4%, compared to the ~~segment discussion later~~first half of 2012, due to an organic revenue increase of $73.1, or 2.3%, and the effect of net acquisitions of $33.2, partially offset by an adverse foreign currency rate impact of $29.6. Our organic revenue increase was primarily attributable to net client wins, in ~~this MD&A for information on changes~~most client sectors, most notably in ~~revenue by segment.~~

~~OPERATING EXPENSES~~

Three months ended
March 31,
2013 2012
Salaries and related expenses $ 1,132.1
$ 1,104.9
Office and general expenses 453.3
441.3
Total operating expenses $ 1,585.4
$ 1,546.2
Operating loss $ (42.4 ) $ (39.4 )

~~Salaries~~the auto and ~~Related Expenses~~

Components of Change Change
2012
Foreign
Currency

Net
Acquisitions/
(Divestitures)
Organic 2013 Organic Total
Three months ended March 31, $ 1,104.9
$ (7.2 ) $ 9.8
$ 24.6
$ 1,132.1
2.2 % 2.5 %
transportation sector, and throughout nearly all geographic regions. Regionally, the largest organic increases were

Table of Contents

Management’s Discussion and Analysis of Financial Condition and Results of Operations - (continued)

(Amounts in Millions, Except Per Share Amounts)

(Unaudited)

in the domestic market due to strong growth in the second quarter of 2013, in the Latin America region, primarily in Brazil, in the Asia Pacific region, predominantly in Australia, and in the United Kingdom, which had an organic revenue increase in the first quarter of 2013. Partially offsetting these increases was an organic revenue decrease in the Continental Europe region due to a continued challenging economic climate.

Refer to the segment discussion later in this MD&A for information on changes in revenue by segment.

OPERATING EXPENSES



	Three months ended June 30,				Six months ended June 30,
	2013		2012		2013		2012
Salaries and related expenses	$	1,120.2	$	1,088.9	$	2,252.3	$	2,193.8
Office and general expenses	461.2		450.4		914.5		891.7
Total operating expenses	$	1,581.4	$	1,539.3	$	3,166.8	$	3,085.5
Operating income	$	174.8	$	176.4	$	132.4	$	137.0

Salaries and Related Expenses



			Components of Change									Change
	2012		Foreign Currency			Net Acquisitions/ (Divestitures)		Organic		2013		Organic		Total
Three months ended June 30,	$	1,088.9	$	(9.4	)	$	10.3	$	30.4	$	1,120.2	2.8	%	2.9	%
Six months ended June 30,	2,193.8		(16.6		)	20.1		55.0		2,252.3		2.5	%	2.7	%

Our staff cost ratio, defined as salaries and related expenses as a percentage of total consolidated revenue, increased ~~slightly~~ in the ~~first~~second quarter of 2013 to ~~73.4%~~63.8% from ~~73.3%~~63.5% when compared to the prior-year period. Salaries and related expenses in the ~~first~~second quarter of 2013 increased by $~~27.2~~31.3 compared to the ~~first~~second quarter of 2012, due to an organic increase of $~~24.6~~30.4 and the effect of net acquisitions of $~~9.8~~10.3, partially offset by a favorable foreign currency rate impact of $~~7.2~~9.4. The organic increase was primarily attributable to an increase in base salaries, benefits and temporary help of ~~$24.9. The increase in base salaries, benefits and temporary help was~~$34.6, primarily due to increases in our workforce, predominantly in our international regions, most notably in the Asia Pacific and Latin America regions, and at businesses where we had revenue growth or new business wins, as well as modest wage increases.

Our staff cost ratio increased in the first half of 2013 to 68.3% from 68.1% when compared to the prior-year period. Salaries and related expenses in the first half of 2013 increased by $58.5 compared to the first half of 2012, due to an organic increase of $55.0 and the effect of net acquisitions of $20.1, partially offset by a favorable foreign currency rate impact of $16.6. The organic increase was primarily attributable to an increase in base salaries, benefits and temporary help of $59.5, driven by factors similar to those noted above for the second quarter of 2013. Partially offsetting the organic increase was a reduction in incentive award expense of ~~$4.2,~~$11.8, primarily attributable to lower long-term incentive award expense due to our under performance relative to certain targets in 2012.

The following table details our salaries and related expenses as a percentage of total consolidated revenue.

Three months ended
March 31,
2013 2012
Salaries and related expenses 73.4 % 73.3 %
Base salaries, benefits and tax 61.3 % 60.8 %
Incentive expense 4.0 % 4.4 %
Severance expense 1.7 % 1.4 %
Temporary help 3.8 % 4.0 %
All other salaries and related expenses 2.6 % 2.7 %

~~Office and General Expenses~~

Components of Change Change
2012
Foreign
Currency

Net
Acquisitions/
(Divestitures)
Organic 2013 Organic Total
Three months ended March 31, $ 441.3
$ (5.1 ) $ 2.0
$ 15.1
$ 453.3
3.4 % 2.7 %

~~Our office and general expense ratio, defined as office and general expenses as a percentage of total consolidated revenue, increased slightly in the~~ ~~first~~ ~~quarter of~~ ~~2013~~ to ~~29.4%~~ ~~from~~ ~~29.3%~~ ~~when compared to the prior-year period. Office and general expenses in the~~ ~~first~~ ~~quarter of~~ ~~2013~~ ~~increased by~~ ~~$12.0~~ ~~compared to the~~ ~~first~~ ~~quarter of~~ ~~2012, primarily due to an organic increase of~~ ~~$15.1, partially offset by a favorable foreign currency rate impact of~~ ~~$5.1~~. The organic increase was primarily attributable to higher production expenses related to pass-through costs, which are also reflected in revenue, for certain projects where we acted as principal that increased in size or were new during the ~~first~~ ~~quarter of~~ ~~2013~~.

~~The following table details our office and general expenses as a percentage of total consolidated revenue.~~

Three months ended
March 31,
2013 2012
Office and general expenses 29.4 % 29.3 %
Professional fees 1.8 % 2.0 %
Occupancy expense (excluding depreciation and amortization) 7.9 % 8.1 %
Travel & entertainment, office supplies and telecommunications 3.9 % 4.1 %
All other office and general expenses 15.8 % 15.1 %

All other office and general expenses primarily include production expenses, and, to a lesser extent, depreciation and amortization, bad debt expense, foreign currency gains (losses), restructuring and other reorganization-related charges (reversals), long-lived asset impairments and other expenses.



	Three months ended June 30,				Six months ended June 30,
	2013		2012		2013		2012
Salaries and related expenses	63.8	%	63.5	%	68.3	%	68.1	%
Base salaries, benefits and tax	53.5	%	52.6	%	57.1	%	56.4	%
Incentive expense	2.8	%	3.3	%	3.4	%	3.8	%
Severance expense	1.3	%	1.2	%	1.5	%	1.3	%
Temporary help	3.6	%	3.7	%	3.7	%	3.8	%
All other salaries and related expenses	2.6	%	2.7	%	2.6	%	2.8	%

Table of Contents

Management’s Discussion and Analysis of Financial Condition and Results of Operations - (continued)

(Amounts in Millions, Except Per Share Amounts)

(Unaudited)

Office and General Expenses



			Components of Change									Change
	2012		Foreign Currency			Net Acquisitions/ (Divestitures)		Organic		2013		Organic		Total
Three months ended June 30,	$	450.4	$	(5.0	)	$	3.4	$	12.4	$	461.2	2.8	%	2.4	%
Six months ended June 30,	891.7		(10.1		)	5.4		27.5		914.5		3.1	%	2.6	%

Our office and general expense ratio, defined as office and general expenses as a percentage of total consolidated revenue, remained flat at 26.3% for the second quarter of 2013 when compared to the prior-year period. Office and general expenses in the second quarter of 2013 increased by $10.8 compared to the second quarter of 2012, primarily due to an organic increase of $12.4, partially offset by a favorable foreign currency rate impact of $5.0. The organic increase was primarily attributable to higher production expenses related to pass-through costs, which are also reflected in revenue, and an increase in occupancy costs, partially offset by certain adjustments to contingent acquisition obligations and foreign currency adjustments.

Our office and general expense ratio remained flat at 27.7% for the first half of 2013 when compared to the prior-year period. Office and general expenses in the first half of 2013 increased by $22.8 compared to the first half of 2012, primarily due to an organic increase of $27.5, partially offset by a favorable foreign currency rate impact of $10.1. The organic increase was driven by factors similar to those noted above for the second quarter of 2013.

The following table details our office and general expenses as a percentage of total consolidated revenue.



	Three months ended June 30,				Six months ended June 30,
	2013		2012		2013		2012
Office and general expenses	26.3	%	26.3	%	27.7	%	27.7	%
Professional fees	1.7	%	1.7	%	1.7	%	1.8	%
Occupancy expense (excluding depreciation and amortization)	7.1	%	7.0	%	7.5	%	7.5	%
Travel & entertainment, office supplies and telecommunications	3.8	%	3.9	%	3.8	%	4.0	%
All other office and general expenses	13.7	%	13.7	%	14.7	%	14.4	%

All other office and general expenses primarily include production expenses, and, to a lesser extent, depreciation and amortization, bad debt expense, adjustments for contingent acquisition obligations, foreign currency gains (losses), restructuring and other reorganization-related charges (reversals), long-lived asset impairments and other expenses.

EXPENSES AND OTHER INCOME


	Three months ended March 31,						Three months ended June 30,						Six months ended June 30,
	2013			2012			2013			2012			2013			2012
Cash interest on debt obligations	$	(36.1	)	$	(34.2	)	$	(33.6	)	$	(31.1	)	$	(69.7	)	$	(65.3	)
Non-cash interest	(0.7		)	1.6			(3.9		)	(1.6		)	(4.6		)	0.0
Interest expense	(36.8		)	(32.6		)	(37.5		)	(32.7		)	(74.3		)	(65.3		)
Interest income	6.4			8.0			5.8			6.7			12.2			14.7
Net interest expense	(30.4		)	(24.6		)	(31.7		)	(26.0		)	(62.1		)	(50.6		)
Other income (expense), net	1.8			(1.3		)
Other income, net							4.8			4.7			6.6			3.4
Total (expenses) and other income	$	(28.6	)	$	(25.9	)	$	(26.9	)	$	(21.3	)	$	(55.5	)	$	(47.2	)

Net Interest Expense

For the three and sixmonths ended ~~March 31,~~June 30, 2013, net interest expense increased by $~~5.8~~5.7 and $11.5 as compared to the respective prior-year ~~period.~~periods. Cash interest expense increased primarily due to our increase in debt from the issuances in the fourth quarter of 2012. We expect our cash interest expense to decrease in the second half of 2013, as we ~~intend to retire~~retired our 4.75% Convertible Senior Notes due 2023 (the "4.75% Notes") in the first quarter of 2013 and we redeemed all of our 10.00% Senior Unsecured Notes due 2017 (the "10.00% Notes") in July 2013. Non-cash interest expense increased primarily because the ~~premium~~premiums associated with our 4.25% Convertible Senior Notes due 2023, which were retired in ~~March~~the first quarter of 2012, ~~was~~and our 4.75% Notes, were fully amortized.

Table of Contents

Management’s Discussion and Analysis of Financial Condition and Results of Operations - (continued)

(Amounts in Millions, Except Per Share Amounts)

(Unaudited)

Other Income, ~~(Expense),~~ Net

Results of operations for the three and sixmonths ended ~~March 31,~~June 30, 2013 and 2012 include certain items that are not directly associated with our revenue-producing operations.


	Three months ended March 31,						Three months ended June 30,				Six months ended June 30,
	2013			2012			2013		2012		2013		2012
Gains (losses) on sales of businesses and investments	$	2.2		$	(3.4	)	$	0.5	$	1.6	$	2.7	$	(1.8	)
Vendor discounts and credit adjustments	0.2			2.4			0.3		2.5		0.5		4.9
Other expense, net	(0.6		)	(0.3		)
Total other income (expense), net	$	1.8		$	(1.3	)
Other income, net							4.0		0.6		3.4		0.3
Total other income, net							$	4.8	$	4.7	$	6.6	$	3.4

Sales of Businesses and Investments – During the ~~three months ended March 31,~~ first half of 2013, the gains on sales of businesses and investments primarily related to a gain recognized in the first quarter of 2013 from the sale of marketable securities in the Asia Pacific region within our Integrated Agency Networks ("IAN") segment. During the ~~three months ended~~first half~~March 31,~~ of 2012, the losses on sales of businesses and investments primarily related to a loss recognized from the sale of a business in the domestic market within our IAN segment, which was partially offset by a gain recognized in the second quarter of 2012 related to the sale of a business in an international market within our Constituency Management Group ("CMG") segment.

INCOME TAXES

Three months ended
March 31,
2013 2012
Loss before income taxes $ (71.0 ) $ (65.3 )
Benefit of income taxes $ (12.4 ) $ (19.2 )
Effective income tax rate 17.5 % 29.4 %



	Three months ended June 30,						Six months ended June 30,
	2013			2012			2013			2012
Income before income taxes	$	147.9		$	155.1		$	76.9		$	89.8
Provision for income taxes	$	62.0		$	50.1		$	49.6		$	30.9
Effective income tax rate	41.9		%	32.3		%	64.5		%	34.4		%

Our tax rates are affected by many factors, including our worldwide earnings from various countries, changes in legislation and tax characteristics of our income. For the three and six months ended ~~March 31,~~June 30, 2013, our effective income tax rate of ~~17.5%~~41.9% and 64.5%, respectively, was negatively impacted primarily by losses in certain foreign locations where we receive no tax benefit due to 100% valuation allowances.

~~Table of Contents~~

~~Management’s Discussion and Analysis of Financial Condition and Results of Operations - (continued)~~

~~(Amounts in Millions, Except Per Share Amounts)~~

~~(Unaudited)~~

For the three months ended ~~March 31,~~June 30, 2012, our effective income tax rate of ~~29.4%~~32.3% was positively impacted by the reversal of a $26.2 valuation allowance associated with the Asia Pacific region. The reversal was partially offset by an adjustment of $19.5 associated with the establishment of a reserve for a tax contingency for the years 2007 through 2010. Combined, these two items increased net income for the second quarter of 2012 by $6.7. For the six months endedJune 30, 2012, our effective income tax rate of 34.4% was positively impacted by a benefit derived from the deduction of foreign tax credits that were previously fully valued and the reversal of certain valuation allowances in Europe and the Asia Pacific region. The effective income tax rate was negatively impacted primarily by losses in certain foreign locations for which we receive no tax benefit due to 100% ~~valuation allowances. Our effective income tax rate was positively impacted by the reversal of~~ valuation allowances and the tax contingency charge established in ~~Europe and a benefit derived from~~ the ~~deduction~~second quarter of ~~foreign tax credits that were previously fully valued.~~2012.

Segment Results of Operations – Three and Six Months Ended ~~March 31,~~June 30, 2013 Compared to Three and Six Months Ended ~~March 31,~~June 30, 2012

As discussed in Note 10 to the unaudited Consolidated Financial Statements, we have two reportable segments as of ~~March 31,~~June 30, 2013: IAN and ~~Constituency Management Group ("CMG").~~CMG. We also report results for the "Corporate and other" group.

~~IAN~~

~~REVENUE~~

Components of Change Change
Three months
ended
March 31, 2012
Foreign
Currency

Net
Acquisitions/
(Divestitures)
Organic Three months
ended
March 31, 2013 Organic Total
Consolidated $ 1,243.9
$ (11.3 ) $ 10.3
$ (1.8 ) $ 1,241.1
(0.1 )% (0.2 )%
Domestic 710.5
0.0
10.5
(21.6 ) 699.4
(3.0 )% (1.6 )%
International 533.4
(11.3 ) (0.2 ) 19.8
541.7
3.7 % 1.6 %

~~During the~~ ~~first~~ ~~quarter of~~ ~~2013, IAN revenue decreased by~~ ~~$2.8~~ ~~compared to the~~ ~~first~~ ~~quarter of~~ ~~2012, due to an adverse foreign currency rate impact of~~ ~~$11.3~~ ~~and an organic revenue decrease of~~ ~~$1.8, partially offset by the effect of net acquisitions of~~ ~~$10.3~~. The domestic organic revenue decrease was primarily due to lower spending from existing clients and net client losses that occurred in the prior year, most notably in the food and beverage and technology and telecom sectors. Partially offsetting the decline in the domestic market were increases in the auto and transportation and financial services sectors. In our international markets, the organic revenue increase was primarily attributable to net client wins, most notably in the Latin America region, primarily in Brazil, in the Asia Pacific region, predominantly in Australia, and in the United Kingdom. The sectors primarily contributing to the international organic revenue increase were the technology and telecom and health care sectors.

~~SEGMENT OPERATING LOSS~~

Three months ended
March 31,
2013 2012 Change
Segment operating loss $ (22.6 ) $ (15.3 ) 47.7 %
Operating margin (1.8 )% (1.2 )%

~~Operating loss increased during the~~ ~~first~~ ~~quarter of~~ ~~2013~~ ~~when compared to the~~ ~~first~~ ~~quarter of~~ ~~2012~~ ~~due to an increase in salaries and related expenses of $15.9 and a decrease in revenue of~~ ~~$2.8~~, partially offset by a decrease in office and general expenses of $11.4. The increase in salaries and related expenses was primarily due to an increase in base salaries, benefits and temporary help, primarily attributable to an increase in our workforce in certain businesses where we have grown and, to a lesser extent, higher severance expense, partially offset by a reduction in incentive award expense. The decrease in office and general expenses was primarily attributable to lower production expenses related to pass-through costs for certain projects where we acted as principal that decreased in size or did not occur during the ~~first~~ ~~quarter of~~ ~~2013~~.

~~CMG~~

~~REVENUE~~

Three months
ended
March 31, 2012 Components of Change Three months
ended
March 31, 2013 Change

Foreign
Currency

Net
Acquisitions/
(Divestitures)
Organic Organic Total
Consolidated $ 262.9
$ (0.9 ) $ 3.0
$ 36.9
$ 301.9
14.0 % 14.8 %
Domestic 169.2
0.0
0.0
25.8
195.0
15.2 % 15.2 %
International 93.7
(0.9 ) 3.0
11.1
106.9
11.8 % 14.1 %

Table of Contents

Management’s Discussion and Analysis of Financial Condition and Results of Operations - (continued)

(Amounts in Millions, Except Per Share Amounts)

(Unaudited)

IAN

REVENUE



			Components of Change									Change
	Three months ended June 30, 2012		Foreign Currency			Net Acquisitions/ (Divestitures)		Organic		Three months ended June 30, 2013		Organic		Total
Consolidated	$	1,423.3	$	(15.7	)	$	17.2	$	10.9	$	1,435.7	0.8	%	0.9	%
Domestic	757.1		0.0			14.1		8.2		779.4		1.1	%	2.9	%
International	666.2		(15.7		)	3.1		2.7		656.3		0.4	%	(1.5	)%

During the second quarter of 2013, IAN revenue increased by $12.4 compared to the second quarter of 2012, due to the effect of net acquisitions of $17.2 and an organic revenue increase of $10.9, partially offset by an adverse foreign currency rate impact of $15.7. The organic revenue increase was primarily attributable to net higher spending from existing clients in the domestic market, most notably in the auto and transportation sector, partially offset by the loss of certain client assignments in the technology and telecom and retail sectors in prior periods. In our international markets, the organic revenue increase was primarily in the Latin America region, most notably in Brazil, and in the Asia Pacific region, predominantly in Australia, partially offset by a decline in the Continental Europe region due to a continued challenging economic climate. The organic revenue increase in our international market was primarily attributable to net client wins, most notably in the technology and telecom and auto and transportation sectors, partially offset by a decrease in spending from existing clients, primarily in the consumer goods and food and beverage sectors.



			Components of change										Change
	Six months ended June 30, 2012		Foreign Currency			Net Acquisitions/ (Divestitures)		Organic			Six months ended June 30, 2013		Organic		Total
Consolidated	$	2,667.2	$	(27.0	)	$	27.5	$	9.1		$	2,676.8	0.3	%	0.4	%
Domestic	1,467.6		0.0			24.6		(13.4		)	1,478.8		(0.9	)%	0.8	%
International	1,199.6		(27.0		)	2.9		22.5			1,198.0		1.9	%	(0.1	)%

During the first half of 2013, IAN revenue increased by $9.6 compared to the first half of 2012, due to the effect of net acquisitions of $27.5 and an organic revenue increase of $9.1, partially offset by an adverse foreign currency rate impact of $27.0. The organic revenue increase was primarily attributable to net client wins, most notably in the auto and transportation sector, partially offset by the loss of certain client assignments in the technology and telecom and retail sectors in prior periods in our domestic market. The organic revenue increase in our international markets was primarily in the Latin America region, most notably in Brazil, and in the Asia Pacific region, predominantly in Australia, partially offset by a decline in the Continental Europe region due to a continued challenging economic climate. The organic revenue increase in our international market was primarily attributable to net client wins, most notably in the technology and telecom sector, partially offset by net lower spending from existing clients, primarily in the consumer goods and food and beverage sectors, which occurred during the second quarter of 2013.

SEGMENT OPERATING INCOME



	Three months ended June 30,								Six months ended June 30,
	2013			2012			Change		2013			2012			Change
Segment operating income	$	169.2		$	177.3		(4.6	)%	$	146.6		$	162.0		(9.5	)%
Operating margin	11.8		%	12.5		%			5.5		%	6.1		%

Operating income decreased during the second quarter of 2013 when compared to the second quarter of 2012 due to an increase in salaries and related expenses of $27.1, partially offset by an increase in revenue of $12.4 and a decrease in office and general expenses of $6.6. The increase in salaries and related expenses was primarily due to an increase in base salaries, benefits and temporary help, primarily attributable to an increase in our workforce at certain businesses where we had revenue growth or new business wins and, to a lesser extent, higher severance expense. The decrease in office and general expenses was primarily attributable to certain adjustments to contingent acquisition obligations, partially offset by an increase in occupancy costs.

Operating income decreased during the first half of 2013 when compared to the first half of 2012 due to an increase in salaries and related expenses of $42.8, partially offset by a decrease in office and general expenses of $17.8 and and an increase in revenue

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Management’s Discussion and Analysis of Financial Condition and Results of Operations - (continued)

(Amounts in Millions, Except Per Share Amounts)

(Unaudited)

of $9.6. The increase in salaries and related expenses was primarily due to an increase in base salaries, benefits and temporary help, primarily attributable to an increase in our workforce in certain businesses where we had revenue growth or new business wins and, to a lesser extent, higher severance expense, partially offset by a reduction in incentive award expense primarily attributable to lower long-term incentive award expense due to our under performance relative to certain targets in 2012. The decrease in office and general expenses was primarily attributable to certain adjustments to contingent acquisition obligations and lower production expenses related to pass-through costs for certain projects where we acted as principal that decreased in size or did not occur during the first half of 2013, partially offset by an increase in occupancy costs.

CMG

REVENUE



	Three months ended June 30, 2012		Components of Change							Three months ended June 30, 2013		Change
	Three months ended June 30, 2012		Foreign Currency			Net Acquisitions/ (Divestitures)		Organic		Three months ended June 30, 2013		Organic		Total
Consolidated	$	292.4	$	(1.7	)	$	2.7	$	27.1	$	320.5	9.3	%	9.6	%
Domestic	193.8		0.0			0.0		23.4		217.2		12.1	%	12.1	%
International	98.6		(1.7		)	2.7		3.7		103.3		3.8	%	4.8	%

During the second quarter of 2013, CMG revenue increased by $~~39.0~~28.1 compared to the ~~first~~second quarter of 2012, primarily consisting of an organic revenue increase of $~~36.9~~27.1. The organic revenue increase was primarily due to net client wins and net higher spending from existing clients across ~~most~~all disciplines, primarily in our ~~events marketing and public relations businesses.~~domestic market. The international organic revenue increase occurred throughout nearly all regions, most ~~regions,~~notably in the Latin America region, predominantly in Brazil, primarily in our public relations and sports marketing businesses.



	Six months ended June 30, 2012		Components of change							Six months ended June 30, 2013		Change
	Six months ended June 30, 2012		Foreign Currency			Net Acquisitions/ (Divestitures)		Organic		Six months ended June 30, 2013		Organic		Total
Consolidated	$	555.3	$	(2.6	)	$	5.7	$	64.0	$	622.4	11.5	%	12.1	%
Domestic	363.0		0.0			0.0		49.2		412.2		13.6	%	13.6	%
International	192.3		(2.6		)	5.7		14.8		210.2		7.7	%	9.3	%

During the first half of 2013, CMG revenue increased by $67.1 compared to the first half of 2012, primarily consisting of an organic revenue increase of $64.0. The organic revenue increase was primarily driven by factors similar to those noted above for the second quarter of 2013. Also contributing to the international organic revenue increase was an increase in the United Kingdom, predominantly due to our events marketing ~~business.~~business which had strong growth in the first quarter of 2013. Revenues in the events marketing business can fluctuate due to timing of completed projects where we act as principal, as revenue is typically recognized when the project is complete.

SEGMENT OPERATING INCOME


	Three months ended March 31,								Three months ended June 30,								Six months ended June 30,
	2013			2012			Change		2013			2012			Change		2013			2012			Change
Segment operating income	$	14.0		$	7.5		86.7	%	$	34.6		$	31.2		10.9	%	$	48.6		$	38.7		25.6	%
Operating margin	4.6		%	2.9		%			10.8		%	10.7		%			7.8		%	7.0		%

Operating income increased during the ~~first~~second quarter of 2013 when compared to the ~~first~~second quarter of 2012 due to an increase in revenue of $~~39.0~~28.1, partially offset by increases in office and general expenses of ~~$23.0~~$15.3 and salaries and related expenses of ~~$9.5.~~$9.4. Office and general expenses increased primarily due to higher production expenses related to pass-through costs for certain projects where we acted as principal that increased in size or were new during the ~~first~~second quarter of 2013. The increase in salaries and related expenses was primarily attributable to increases in our workforce across most disciplines to support business growth.

Operating income increased during the first half of 2013 when compared to the first half of 2012 due to an increase in revenue of $67.1, partially offset by increases in office and general expenses of $38.3 and salaries and related expenses of $18.9, driven by factors similar to those noted above for the second quarter of 2013.

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Management’s Discussion and Analysis of Financial Condition and Results of Operations - (continued)

(Amounts in Millions, Except Per Share Amounts)

(Unaudited)

CORPORATE AND OTHER

Certain corporate and other charges are reported as a separate line item within total segment operating income ~~(loss)~~ and include corporate office expenses, as well as shared service center and certain other centrally managed expenses that are not fully allocated to operating divisions. Salaries and related expenses include salaries, long-term incentives, annual bonuses and other miscellaneous benefits for corporate office employees. Office and general expenses primarily include 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. In addition, office and general expenses also include rental expense and depreciation of leasehold improvements for properties occupied by corporate office employees. A portion of centrally managed expenses are 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.

Corporate and other expenses ~~increased~~decreased during the ~~first~~second quarter of 2013 by $~~2.2~~3.1 to $~~33.8~~29.0 compared to the second quarter of 2012, and decreased by $0.9 to $62.8 during the first half of 2013 compared to the first half ~~quarter~~ of 2012, primarily due to a decrease in salaries and related expenses, partially offset by an increase in occupancy ~~costs~~costs. For the second quarter and first half of 2013, the decrease in salaries and related expenses was primarily due to lower incentive award and severance expenses, partially offset by higher base salaries, benefits and temporary help.

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Management’s Discussion and Analysis of Financial Condition and Results of Operations - (continued)

(Amounts in Millions, Except Per Share Amounts)

(Unaudited)

LIQUIDITY AND CAPITAL RESOURCES

CASH FLOW OVERVIEW

The following tables summarize key financial data relating to our liquidity, capital resources and uses of capital.


	Three months ended March 31,						Six months ended June 30,
Cash Flow Data	2013			2012			2013			2012
Net loss, adjusted to reconcile net loss to net cash used in operating activities ¹	$	(49.5	)	$	(30.5	)
Net income, adjusted to reconcile net income to net cash used in operating activities ¹							$	115.5		$	134.4
Net cash used in working capital ²	(722.0		)	(444.8		)	(705.3		)	(461.2		)
Changes in other non-current assets and liabilities using cash	(3.6		)	(23.2		)	(1.6		)	(13.8		)
Net cash used in operating activities	$	(775.1	)	$	(498.5	)	$	(591.4	)	$	(340.6	)
Net cash used in investing activities	(39.8		)	(21.3		)	(82.4		)	(97.6		)
Net cash used in financing activities	(104.1		)	(229.0		)	(226.0		)	(341.1		)


¹	Reflects net ~~loss~~income adjusted primarily for depreciation and amortization of fixed assets and intangible assets, amortization of restricted stock, ~~and~~ other non-cash compensation, and deferred income taxes.


²	Reflects changes in accounts receivable, expenditures billable to clients, other current assets, accounts payable and accrued liabilities.


Balance Sheet Data	March 31, 2013		December 31, 2012		March 31, 2012		June 30, 2013		December 31, 2012		June 30, 2012
Cash, cash equivalents and marketable securities	$	1,651.1	$	2,590.8	$	1,586.9	$	1,618.5	$	2,590.8	$	1,514.7

Short-term borrowings	$	159.7	$	172.1	$	161.5	$	186.0	$	172.1	$	177.0
Current portion of long-term debt	1.9		216.6		219.8		594.8		216.6		217.7
Long-term debt	2,071.6		2,060.8		1,239.7		1,478.6		2,060.8		1,238.7
Total debt	$	2,233.2	$	2,449.5	$	1,621.0	$	2,259.4	$	2,449.5	$	1,633.4

Operating Activities

Net cash used in operating activities during the first ~~quarter~~half of 2013 was $~~775.1~~591.4, which was an increase of $~~276.6~~250.8 as compared to the first ~~quarter~~half of 2012, primarily due to the change in working capital. Due to the seasonality of our business, we typically generate cash from working capital in the second half of a year and use cash from working capital in the first half of a year, with the largest impacts in the first and fourth quarters. The working capital use in the first ~~quarter~~half of 2013 was primarily impacted by our media businesses.

The timing of media buying on behalf of our clients affects our working capital and operating cash flow. 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 substantially exceed our revenues, and primarily affect the level of accounts receivable, expenditures billable to clients, accounts payable and accrued 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.

Investing Activities

Net cash used in investing activities during the first ~~quarter~~half of 2013 primarily reflects payments for acquisitions and capital expenditures. ~~Payments for acquisitions~~We made payments of $~~34.9~~48.2 ~~relate~~related to acquisitions completed in the first ~~quarter~~half of 2013. Capital expenditures of $~~17.8~~46.8 relate primarily to computer hardware and software, and leasehold improvements.

Financing Activities

Net cash used in financing activities during the first half of 2013 is primarily related to the repurchase of our common stock and payment of dividends. In the first half of 2013, we repurchased 13.7 shares of our common stock for an aggregate cost of

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Management’s Discussion and Analysis of Financial Condition and Results of Operations - (continued)

(Amounts in Millions, Except Per Share Amounts)

(Unaudited)

~~Financing Activities~~

~~Net cash used in financing activities during the~~ ~~first quarter~~ of ~~2013~~ ~~is primarily related to the repurchase of our common stock and payment of dividends. In the~~ ~~first quarter~~ of ~~2013, we repurchased~~ ~~6.2~~ ~~shares of our common stock for an aggregate cost of~~ $~~75.8~~180.6, including fees, and made dividend payments of $~~31.0~~62.7 on our common stock. Additionally, net cash used in financing activities included acquisition-related payments of $26.8 primarily for equity transactions in consolidated subsidiaries where we increased our ownership interests.

Foreign Exchange Rate Changes

The effect of foreign exchange rate changes on cash and cash equivalents included in the unaudited Consolidated Statements of Cash Flows resulted in a decrease of $~~10.1~~61.1 during the first ~~quarter~~half of 2013. The decrease was a result of the U.S. Dollar being stronger than several foreign currencies, including the ~~Euro and South African Rand, partially offset by the U.S.~~Australian Dollar, ~~being weaker than other foreign currencies, including the~~ Brazilian Real, Canadian Dollar, and ~~Indian Rupee,~~Japanese Yen, as of ~~March 31,~~June 30, 2013 as compared to December 31, 2012.

LIQUIDITY OUTLOOK

We expect our cash flow from operations, 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 committed corporate credit facility available to support our operating needs. 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 ~~financing~~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 rating, and those related to the financial markets, such as the amount or terms of available credit.

Funding Requirements

Our most significant funding requirements include: our operations, non-cancelable operating lease obligations, capital expenditures, acquisitions, dividends, taxes, debt service and contributions to pension and postretirement plans. 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 – In March 2013, we retired all $200.0 in aggregate principal amount of our 4.75% Notes. Nearly all of the 4.75% Notes were converted into IPG common stock. ~~We have the~~In June 2013, we exercised our option to redeem ~~the~~all $600.0 in aggregate principal amount of our 10.00% Notes ~~at par plus a "make-whole" amount and accrued and unpaid interest at any time prior to~~ ~~July 15, 2013, and~~for cash at 105% of their principal amount ~~plus accrued and unpaid interest at any time~~ on ~~or after that date. We intend to retire the~~ ~~10.00%~~ ~~Notes in~~ July 15, 2013. The remainder of our debt is primarily long-term, with maturities scheduled through 2031.

Acquisitions – We paid cash of ~~$34.9,~~$47.2, which was net of cash acquired of ~~$4.1,~~$4.7, for acquisitions completed in the first ~~quarter~~half of 2013. We also paid cash of ~~$0.7~~$27.8 related to acquisitions made in prior ~~year acquisitions.~~years. In addition to potential cash expenditures for new acquisitions, we expect to pay approximately ~~$30.0~~$3.0 for the remainder of 2013 related to prior acquisitions. ~~We may also be required to pay approximately $14.0 related to~~There are no put options ~~held by minority shareholders if exercised during~~exercisable and payable for the remainder of 2013. We will continue to evaluate strategic opportunities to grow and continue to strengthen our position, particularly in our digital and marketing services offerings, and to expand our presence in high-growth and key strategic world markets.

Dividends – In the first ~~quarter~~half of 2013, we paid atwo quarterly cash ~~dividend~~dividends of $0.075 per share on our common stock, which corresponded to an aggregate dividend payment of $~~31.0~~62.7. Assuming we continue to pay a quarterly dividend of $0.075 per share and there is no significant change in the number of outstanding shares as of ~~March 31,~~June 30, 2013, we would pay approximately an additional ~~approximately~~ $~~97.0~~64.0 in 2013. We also pay regular quarterly dividends of $2.9, or $11.6 annually, on our Series B Preferred Stock.

Contributions to pension plans – Our funding policy regarding our pension plans is to make contributions necessary to satisfy minimum pension funding requirements, plus such additional contributions as we consider appropriate to improve the plans’ funded status. During the ~~three~~six months ended ~~March 31,~~June 30, 2013, we contributed $~~3.7~~0.5 and $7.6 of cash to our domestic and foreign pension plans, respectively. For the remainder of 2013, we do not expect to make any additional cash contributions to our domestic pension plan and we expect to contribute approximately $12.0 of cash to our foreign pension plans.

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Management’s Discussion and Analysis of Financial Condition and Results of Operations - (continued)

(Amounts in Millions, Except Per Share Amounts)

(Unaudited)

~~pension plans, with no contributions to our domestic pension plan. For the remainder of~~ ~~2013, we expect to contribute approximately~~ ~~$1.0~~ ~~and~~ ~~$16.0~~ ~~of cash to our domestic and foreign pension plans, respectively.~~

Share Repurchase Program

In February 2013, 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 (the "2013 share repurchase program"). In March 2013, the Board authorized an increase in the amount available under our 2013 share repurchase program up to $500.0, excluding fees, of our common stock to be used towards the repurchase of shares resulting from the conversion to common stock of the 4.75% Notes. In February 2012, the Board authorized a share repurchase program to repurchase from time to time up to $300.0, excluding fees, of our common stock (the "2012 share repurchase program"). In November 2012, the Board authorized an increase in the amount available under our 2012 share repurchase program up to $400.0, excluding fees, of our common stock, as a result of the sale of our remaining holdings in Facebook. We may effect such repurchases through open market purchases, trading plans established in accordance with SEC rules, derivative transactions or other means. We expect to continue to repurchase our common stock in future periods, although the timing and amount of the repurchases will depend on market conditions and our other funding requirements. As of ~~March 31,~~June 30, 2013, $~~524.2~~419.5 remains available for repurchase under the 2013 share repurchase ~~programs.~~program. The 2013 share repurchase ~~programs have~~program has no expiration date. We fully utilized the 2012 share repurchase program in the second quarter of 2013.

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, primarily at the holding company level and at our largest subsidiaries. Below is a summary of our sources of liquidity.


	March 31, 2013								June 30, 2013
	Total Facility		Amount Outstanding		Letters of Credit¹		Total Available		Total Facility		Amount Outstanding		Letters of Credit¹		Total Available
Cash, cash equivalents and marketable securities							$	1,651.1							$	1,618.5
Committed credit agreement	$	1,000.0	$	0.0	$	14.5	$	985.5	$	1,000.0	$	0.0	$	14.5	$	985.5
Uncommitted credit arrangements	$	322.3	$	159.7	$	3.3	$	159.3	$	320.1	$	186.0	$	1.5	$	132.6


¹	We are required from time to time to post letters of credit, primarily to support obligations of our subsidiaries. These letters of credit have historically not been drawn upon.

Credit Agreements

We maintain a committed corporate credit facility to increase our financial flexibility (the "Credit Agreement"). The Credit Agreement is a revolving facility expiring May 31, 2016, 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 $1,000.0 or the equivalent in other currencies. The aggregate available amount of all letters of credit outstanding may decrease or increase, subject to a sublimit on letters of credit of $200.0 or the equivalent in other currencies. Our obligations under the Credit Agreement are unsecured.

We were in compliance with all of our covenants in the Credit Agreement as of ~~March 31,~~June 30, 2013. The financial covenants in the Credit Agreement require that we maintain, as of the end of each fiscal quarter, certain financial measures for the four quarters then ended. The table below sets forth the financial covenants in effect as of ~~March 31,~~June 30, 2013.

Four Quarters Ended

Financial Covenants

March 31, 2013

EBITDA Reconciliation

March 31, 2013

June 30, 2013

EBITDA Reconciliation

June 30, 2013

Interest coverage ratio (not less than)

5.00x

Operating income

675.3

5.00x

Operating income

673.9

Actual interest coverage ratio

7.78x

Add:

7.79x

Add:

Depreciation and amortization

194.5

Depreciation and amortization

193.6

Leverage ratio (not greater than)

2.75x

Other non-cash amounts

0.7

2.75x

Other non-cash amounts

0.5

Actual leverage ratio ¹

1.88x

EBITDA ²

870.5

1.91x

EBITDA ²

868.0


¹	In November 2012, we entered into an amendment to our Credit Agreement that modified the definition of total debt for our financial covenants, as a result of which $600.0 of total debt was disregarded as of ~~March 31,~~June 30, 2013 for purposes of this calculation.


²	EBITDA is calculated as defined in the Credit Agreement.

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Management’s Discussion and Analysis of Financial Condition and Results of Operations - (continued)

(Amounts in Millions, Except Per Share Amounts)

(Unaudited)

We also have uncommitted credit arrangements with various banks that permit borrowings at variable interest rates. We use our uncommitted credit lines for working capital needs at some of our operations. 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 ~~international~~ operations. As of ~~March 31,~~June 30, 2013, the weighted-average interest rate on outstanding balances under the uncommitted credit arrangements was approximately ~~5.0%~~4.0%.

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 the other agencies owe the bank, and the bank provides for overdrafts as long as the net balance for all the agencies does not exceed an agreed-upon level. Typically, each agency pays interest on outstanding overdrafts and receives interest on cash balances. Our unaudited Consolidated Balance Sheets reflect cash, net of bank overdrafts, under all of our pooling arrangements, and as of ~~March 31,~~June 30, 2013 the amount netted was $~~1,259.6~~1,225.4.

DEBT CREDIT RATINGS

Our long-term debt credit ratings as of ~~April~~July 15, 2013 are listed below.



	Moody’s Investor Service	Standard and Poor’s	Fitch Ratings
Rating	Baa3	BB+	BBB
Outlook	Stable	Stable	Stable

We are investment-grade rated by both Moody's Investor Services ("Moody's") and Fitch Ratings. The most recent update to our credit ratings occurred in February 2013 when Standard and Poor's changed our outlook from positive to stable. 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, including, among other things, because they could affect funding costs in the capital markets or otherwise. For example, our Credit Agreement fees and borrowing rates are based on a credit ratings grid.

CRITICAL ACCOUNTING ESTIMATES

Our significant accounting policies are described in Note 1 to the Consolidated Financial Statements for the year ended December 31, 2012, included in our 2012 Annual Report on Form 10-K. As summarized in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, in our Annual Report, we believe that certain of these policies are critical because they are important to the presentation of our financial condition and results of operations, and they require management’s most difficult, subjective or complex judgments, often as a result of the need to estimate the effect of matters that are inherently uncertain. These critical estimates relate to revenue recognition, income taxes, goodwill and other intangible assets, and pension and postretirement benefits. We base our estimates on historical experience and various other factors that we believe to be relevant under the circumstances. Estimation methodologies are applied consistently from year to year, and there have been no significant changes in the application of critical accounting estimates since December 31, 2012. Actual results may differ from these estimates under different assumptions or conditions.

RECENT ACCOUNTING STANDARDS

See Note 13 to the unaudited Consolidated Financial Statements for further information on certain accounting standards that have been adopted during 2013 or that have not yet been required to be implemented and may be applicable to our future operations.

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Item 3.	Quantitative and Qualitative Disclosures about Market Risk

In the normal course of business, we are exposed to market risks related to interest rates, foreign currency rates and certain balance sheet items. There has been no significant change in our exposure to market risk during the ~~three months ended March 31,~~first half of 2013. Our exposure to market risk for changes in interest rates primarily relates to the fair market value and cash flows of our debt obligations. As of ~~March 31,~~June 30, 2013 and December 31, 2012, approximately 91% and 93%, respectively, of our debt obligations bore fixed interest rates. We have used interest rate swaps for risk management purposes to manage our exposure to changes in interest rates. We do not have any interest rate swaps outstanding as of ~~March 31,~~June 30, 2013. See Note 2 to to the unaudited Consolidated Financial Statements for further information on our interest rate swaps. For a further discussion of our exposure to market risk, refer to Item 7A, Quantitative and Qualitative Disclosures About Market Risk, in our 2012 Annual Report on Form 10-K.



Item 4.	Controls and Procedures

Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of ~~March 31,~~June 30, 2013, the Company’s disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures.

There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives.

Changes in Internal Control Over Financial Reporting

There has been no change in internal control over financial reporting in the quarter ended ~~March 31,~~June 30, 2013, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION



Item 1.	Legal Proceedings

Information about our legal proceedings is set forth in Note 12 to the unaudited Consolidated Financial Statements included in this Quarterly Report on Form 10-Q.



Item 1A.	Risk Factors

In the ~~first~~second quarter of 2013, there have been no material changes in the risk factors we have previously disclosed in Item 1A, Risk Factors, in our 2012 Annual Report on Form 10-K.



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


(c)	The following table provides information regarding our purchases of our equity securities during the period from ~~January~~April 1, 2013 to ~~March 31,~~June 30, 2013.

Total Number of
Shares (or Units)
Purchased ^{1, 2}

Average Price Paid
per Share (or Unit) ³

Total Number of
Shares (or Units)
Purchased as Part of
Publicly Announced
Plans or Programs ⁴

Maximum Number (or Approximate Dollar Value)
of Shares (or Units) that May
Yet Be Purchased Under the
Plans or Programs ⁴
January 1 - 31 3,787,494
$ 11.80
3,768,444
$ 55,531,704
February 1 - 28 636,193
$ 11.97
537,314
$ 349,181,612
March 1 - 31 4,143,241
$ 12.96
1,924,324
$ 524,181,621
Total 8,566,928
$ 12.37
6,230,082



	Total Number of Shares (or Units) Purchased ^{1, 2}	Average Price Paid per Share (or Unit) ³		Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs ⁴	Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs ⁴
April 1 - 30	2,490,142	$	13.21	1,841,903	$	499,711,561
May 1 - 31	2,816,248	$	14.31	2,816,248	$	459,401,018
June 1 - 30	2,778,583	$	14.37	2,773,900	$	419,543,546
Total	8,084,973	$	13.99	7,432,051

Includes shares of our common stock, par value $0.10 per share, withheld under the terms of grants under employee stock-based compensation plans to offset tax withholding obligations that arose upon vesting and release of restricted shares (the “Withheld Shares”). We repurchased ~~19,050~~8,423 Withheld Shares in ~~January~~April 2013, ~~98,879~~no Withheld Shares in ~~February~~May 2013 and ~~1,384,455~~4,683 Withheld Shares in ~~March~~June 2013, for a total of ~~1,502,384~~13,106 Withheld Shares during the three-month period.


²	Includes ~~834,462~~639,816 share of our common stock that we acquired in ~~March~~April 2013 in connection with our exercise of certain capped call options, entered into in November 2010, to hedge the risk of price appreciation on the shares of common stock into which our 4.75% Convertible Senior Notes due 2023 were convertible.

The average price per share for each of the months in the fiscal quarter and for the three-month period was calculated by dividing (a) the sum for the applicable period of the aggregate value of the tax withholding obligations, the aggregate amount we paid for shares acquired under our stock repurchase program, described in Note 6 to the unaudited Consolidated Financial Statements and, for ~~March~~April only, the aggregate amount we paid for shares acquired in connection with our exercise of the capped call options, described in Note 2 to the unaudited Consolidated Financial Statements by (b) the sum of the number of Withheld Shares, the number of shares acquired in our stock repurchase program and, for ~~March~~April only, the number of shares acquired in connection with the exercise of the capped call options.

⁴

On February 22, 2013, we announced that our Board of Directors (the "Board") had approved a new share repurchase program to repurchase from time to time up to $300.0 million of our common stock, in addition to amounts available on existing authorizations. On April 1, 2013, we announced that our Board had approved an increase in that share repurchase program from $300.0 million to $500.0 million of our common stock. There is no expiration date associated with the share repurchase programs.

Working Capital Restrictions and Other Limitations on the Payment of Dividends

The terms of our outstanding series of preferred stock do not permit us to pay dividends on our common stock unless all accumulated and unpaid dividends on our preferred stock have been or contemporaneously are declared and paid or provision for the payment thereof has been made. As of ~~April~~July 25, 2013, there were no accumulated and unpaid preferred stock dividends.

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Item 6.	Exhibits

All exhibits required pursuant to Item 601 of Regulation S-K to be filed as part of this report or incorporated herein by reference to other documents, are listed in the Index to Exhibits that immediately precedes the exhibits filed with this Report on Form 10-Q and the exhibits transmitted to the Securities and Exchange Commission as part of the electronic filing of this report.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.




	THE INTERPUBLIC GROUP OF COMPANIES, INC.

	By	/s/ Michael I. Roth
		Michael I. Roth Chairman and Chief Executive Officer

Date: ~~April~~July 25, 2013





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

Date: ~~April~~July 25, 2013

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INDEX TO EXHIBITS



EXHIBIT NO.		DESCRIPTION
~~10(iii)(A)(1)~~		~~Amendment No. 1 to the Employee Stock Purchase Plan (2006) of the Company (the "ESPP").~~

~~10(iii)(A)(2)~~		~~Amendment No. 2 to the ESPP.~~

12.1		Computation of Ratios of Earnings to Fixed Charges.

31.1		Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.

31.2		Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.

32		Certification of the Chief Executive Officer and the Chief Financial Officer furnished pursuant to 18 U.S.C. Section 1350 and Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended.

101		Interactive Data File, for the period ended ~~March 31,~~June 30, 2013.

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