Core Insights - McCann has appointed Brendan Gaul as Global Chief Entertainment Officer, bringing his original entertainment company, TRAVERSE32, from IPG Mediabrands, indicating a strategic focus on brand building through creative storytelling [1][2] - Gaul's successful track record includes winning the Cannes Lions Grand Prix for Film for "THE FINAL COPY OF ILON SPECHT," showcasing the effectiveness of culturally resonant narratives in brand storytelling [2][4] - The collaboration with top-tier talent and directors, such as Ben Proudfoot, highlights McCann's commitment to integrating entertainment into brand platforms [4][5] Company Overview - McCann is a leading advertising agency network with over 100 years of experience, known for its impactful advertising and the brand platform "Truth Well Told" [6] - TRAVERSE32 is a global original entertainment company that collaborates with award-winning filmmakers to create critically acclaimed content that connects brands with audiences [8]

Core Viewpoint - Omnicom Group Inc. is initiating Exchange Offers for existing IPG Notes as part of its pending acquisition of The Interpublic Group of Companies, with a total principal amount of up to $2,950,000,000 in new senior notes being offered [1][4]. Group 1: Exchange Offers - Omnicom is offering to exchange various series of Existing IPG Notes, including 4.650% Notes due 2028, 4.750% Notes due 2030, 2.400% Notes due 2031, 5.375% Notes due 2033, 3.375% Notes due 2041, and 5.400% Notes due 2048 [1][3]. - The Exchange Offers are conditioned upon the completion of the Merger and the receipt of Majority Noteholder Consents [2][14]. Group 2: Consent Solicitations - In conjunction with the Exchange Offers, Omnicom is soliciting consents from Eligible Holders to amend the indentures governing the Existing IPG Notes, aiming to eliminate certain covenants and events of default [2][14]. - A Majority Noteholder Consent is required for the adoption of the Proposed Amendments to each Existing IPG Indenture [2]. Group 3: Financial Details - Eligible Holders who tender their Existing IPG Notes by the Early Tender Date will receive a Total Exchange Consideration that includes an Early Tender Payment and Consent Payment [6][11]. - The New Omnicom Notes will have identical interest rates and maturity dates as the Existing IPG Notes, and will be general unsecured senior obligations of Omnicom [9][19]. Group 4: Settlement and Conditions - The settlement date for the Exchange Offers is expected to occur within two business days after the Expiration Date, which may be extended if the Merger is not completed by then [8][14]. - The completion of the Merger is subject to regulatory approvals and customary closing conditions, and is not contingent upon the completion of the Exchange Offers [14].

Core Insights - Interpublic Group has formed a strategic partnership with Aaru, an AI and technology company, to enhance marketing solutions through predictive simulations of human behavior [1][2]. Group 1: Partnership Overview - The collaboration allows Interpublic to utilize Aaru's advanced technology to simulate audience sentiment and behavior across various marketing initiatives, including brand ideas and influencer marketing [2][4]. - Aaru's capabilities complement Interpublic's Acxiom data asset, enhancing identity resolution and audience management for targeted marketing strategies [3][5]. Group 2: Impact on Marketing Strategies - The partnership has already shown success in multiple sectors, including financial services and healthcare, leading to improved campaign performance through rapid evaluation of creative work [4][6]. - Aaru's technology enables real-time optimization of campaigns, allowing Interpublic to refine strategies and maximize return on investment by eliminating guesswork [5][7]. Group 3: Future Developments - Interpublic plans to establish a Simulation Studio to provide clients with immersive demonstrations of Aaru's technology, showcasing its ability to adapt and scale campaigns effectively [7][8]. - The collaboration is expected to redefine marketing approaches, emphasizing data-driven and predictive strategies to enhance campaign effectiveness [8].

Core Insights - IPG Health has launched LivingMirror, an AI-powered dynamic focus group tool designed to enhance market research for healthcare brands, allowing real-time testing of marketing messages and creative concepts [1][3] - LivingMirror is part of the EPICC suite, which utilizes Acxiom data to cater specifically to the pharmaceutical and life sciences sectors [1][3] Group 1: Product Features and Benefits - LivingMirror generates AI-driven personas that reflect clients' target audiences, enabling brands to adapt their marketing strategies quickly in response to market changes [2][3] - The tool significantly reduces the time required for market research, completing processes that typically take months in just hours, with comprehensive reports available within a week [2][3] Group 2: Strategic Importance - LivingMirror represents a shift towards agile market research, allowing brands to gather meaningful feedback and insights rapidly while maintaining compliance and governance standards [3][4] - The innovation is positioned as a new standard in the industry, emphasizing the combination of human expertise and AI technology to drive decision-making [3][4] Group 3: Company Background and Achievements - IPG Health is a global network of healthcare marketing agencies, comprising nearly 6,000 employees and over 50 agencies, recognized for its innovative marketing solutions [6] - The company has received multiple accolades, including "Healthcare Network of the Year" at Cannes Lions for five consecutive years and "Network of the Year" at the 2025 Clio Health Awards [4][6]

Core Insights - Zacks Premium offers various tools to enhance stock market investment confidence and knowledge [1][2] - The Zacks Style Scores provide a unique rating system for stocks based on value, growth, and momentum characteristics [3][4][5][6][7] - The Zacks Rank is a proprietary model that utilizes earnings estimate revisions to help investors build successful portfolios [8][9] Zacks Style Scores - Value Score focuses on identifying undervalued stocks using financial ratios like P/E and Price/Sales [4] - Growth Score assesses a company's financial health and future outlook through earnings and sales projections [5] - Momentum Score identifies trends in stock prices and earnings estimates to optimize entry points for investments [6] - VGM Score combines all three Style Scores to highlight stocks with the best value, growth, and momentum potential [7] Zacks Rank and Performance - The Zacks Rank has shown strong performance, with 1 (Strong Buy) stocks averaging a +23.75% annual return since 1988, significantly outperforming the S&P 500 [9] - Investors are encouraged to focus on stocks with a Zacks Rank of 1 or 2 and Style Scores of A or B for optimal returns [10] - The direction of earnings estimate revisions is crucial; stocks with lower ranks but high Style Scores may still face price declines [11] Company Spotlight: Interpublic Group (IPG) - Interpublic Group provides global advertising and marketing services, specializing in various communication disciplines [12] - IPG holds a 1 (Strong Buy) rating on the Zacks Rank and has a VGM Score of B, indicating strong investment potential [13][14] - The company has seen a 4.3% increase in shares over the past four weeks, with positive earnings estimate revisions for fiscal 2025 [13]

Core Insights - Interpublic Group (IPG) reported total revenue of $2.17 billion for the quarter ending June 2025, reflecting a year-over-year decline of 6.6% [4] - The analysis of IPG's international operations reveals significant trends in revenue generation from various regions, which are crucial for understanding the company's financial health and growth potential [1][2][3] International Revenue Breakdown - The United Kingdom generated $213.2 million, accounting for 9.81% of total revenue, which was a surprise decline of -2.44% compared to the expected $218.54 million [5] - Other International revenues reached $169.7 million, representing 7.81% of total revenue, with a positive surprise of +1.5% over the expected $167.19 million [6] - Continental Europe contributed $242.3 million, or 11.15% of total revenue, exceeding expectations by +10.48% compared to the forecast of $219.31 million [7] - Latin America generated $93.5 million, making up 4.30% of total revenue, which was a negative surprise of -14.28% against the expected $109.07 million [8] - Asia Pacific accounted for $173 million, or 7.96% of total revenue, with a negative surprise of -6.01% compared to the anticipated $184.07 million [9] Future Projections - Analysts project total revenue for the current fiscal quarter to remain at $2.17 billion, indicating a decline of 3.1% year-over-year, with specific contributions expected from various regions [10] - For the full year, total annual revenue is anticipated to be $8.82 billion, marking a decrease of 4.1% compared to the previous year [11] - Projected contributions from international markets include: United Kingdom (9.8% or $864.75 million), Other International (7.6% or $673.14 million), Continental Europe (10.1% or $891.95 million), Latin America (4.8% or $424.4 million), and Asia Pacific (8.2% or $722.68 million) [12] Conclusion - The reliance on international markets presents both opportunities and challenges for Interpublic, making the analysis of international revenue trends essential for forecasting the company's future outlook [13]

Group 1: Stock Highlights - PHINIA Inc. (PHIN) has seen a 3.2% increase in the Zacks Consensus Estimate for its current year earnings over the last 60 days and offers a dividend yield of 2.2%, significantly higher than the industry average of 0.0% [1] - The Interpublic Group of Companies, Inc. (IPG) has experienced a 3.4% increase in the Zacks Consensus Estimate for its current year earnings over the last 60 days, with a dividend yield of nearly 5%, compared to the industry average of 0.0% [2] - Karooooo Ltd. (KARO) has reported a 2.8% increase in the Zacks Consensus Estimate for its current year earnings over the last 60 days and provides a dividend yield of 2.2%, also above the industry average of nearly 0.0% [3]

[Executive Summary & Strategic Outlook](index=1&type=section&id=Executive_Summary_Strategic_Outlook) Interpublic's Q2 2025 performance met expectations with sequential improvement, driven by media and healthcare, on track for full-year targets, with strategic transformation, AI, and Omnicom merger progressing [CEO Commentary](index=1&type=section&id=CEO_Commentary) Interpublic's CEO, Philippe Krakowsky, highlighted Q2 2025 organic revenue in line with expectations, showing sequential improvement driven by strong performance in media and healthcare. The company is on track for its full-year organic net revenue target and expects a significantly improved adjusted EBITA margin. Strategic transformation, AI integration, and the pending merger with Omnicom are key focus areas [Q2 Performance and Strategic Progress](index=1&type=section&id=Q2_Performance_and_Strategic_Progress) Q2 organic revenue met expectations with sequential improvement, driven by strong media and healthcare performance, and a robust adjusted margin due to strategic transformation - Organic revenue was in line with expectations, reflecting the impact of account activity in 2024, with underlying growth showing sequential improvement[2](index=2&type=chunk) - Strong performance was observed at media and healthcare practice areas, along with growth in sports marketing and public relations disciplines[2](index=2&type=chunk) - Adjusted Q2 margin was very strong due to significant progress on the strategic transformation program and improving operating performance at the two largest units[2](index=2&type=chunk) [Full-Year Outlook and Growth Areas](index=1&type=section&id=Full-Year_Outlook_and_Growth_Areas) The company remains on track for its full-year organic net revenue target and anticipates a significantly improved adjusted EBITA margin, while investing in growth areas - The company remains on track against the full-year target for an organic net revenue decrease of **1% to 2%**[3](index=3&type=chunk) - Adjusted 2025 EBITA margin is expected to be significantly ahead of the previously shared **16.6%**, reflecting both structural and operating improvement[3](index=3&type=chunk) - Efforts are underway to further develop the portfolio in growth areas such as media trading, commerce, and data-driven marketing[3](index=3&type=chunk) [AI Integration and New Business](index=1&type=section&id=AI_Integration_and_New_Business) Interpublic is advancing AI integration in workflows and products, leading to client benefits and positive new business performance through strategic investments - Continued progress in embedding artificial intelligence (AI) in workflows and products is allowing the delivery of benefits to clients[4](index=4&type=chunk) - Investments in people and capabilities are leading to positive new business performance[4](index=4&type=chunk) [Omnicom Merger Update](index=1&type=section&id=Omnicom_Merger_Update) The Omnicom merger is on track for H2 completion, with strong client and practitioner support to unlock value - The combination with Omnicom remains on track for completion in the second half of this year[5](index=5&type=chunk) - There is strong interest and support from clients, and enthusiasm from practitioners across both organizations to unlock value[5](index=5&type=chunk) [Second Quarter and First Half 2025 Highlights](index=1&type=section&id=Second_Quarter_and_First_Half_2025_Highlights) Interpublic reported a total revenue of $2.5 billion and net revenue of $2.2 billion for Q2 2025, with an organic net revenue decrease of 3.5%. Reported net income was $162.5 million, while adjusted EBITA reached $393.7 million with an 18.1% margin. Diluted EPS was a loss of $0.44 as reported, but $0.75 as adjusted Q2 2025 Financial Highlights | Metric | Q2 2025 Value | | :-------------------------------- | :---------------- | | Total Revenue (incl. billable expenses) | $2.5 billion | | Net Revenue (before billable expenses) | $2.2 billion | | Organic Net Revenue Decrease | -3.5% | | Reported Net Income | $162.5 million | | Adjusted EBITA (before restructuring & deal costs) | $393.7 million | | Adjusted EBITA Margin | 18.1% | | Diluted Loss Per Share (reported) | $0.44 | | Diluted Earnings Per Share (adjusted) | $0.75 | [Detailed Financial Results](index=2&type=section&id=Detailed_Financial_Results) This section provides a comprehensive analysis of Interpublic's Q2 and H1 2025 financial performance, covering revenue, operating expenses, net results, balance sheet, and shareholder returns [Operating Results](index=2&type=section&id=Operating_Results) Interpublic experienced a decrease in both total and net revenue for Q2 and H1 2025, primarily due to strategic dispositions and organic declines. Despite this, adjusted EBITA (excluding restructuring and deal costs) increased, indicating underlying operational improvement, while reported operating income decreased significantly due to substantial restructuring charges [Revenue Analysis](index=2&type=section&id=Revenue_Analysis) Total and net revenue decreased in Q2 and H1 2025, primarily due to strategic dispositions and organic declines, with minor foreign currency impacts Q2 Revenue Performance | Metric | Q2 2025 (Billions) | Q2 2024 (Billions) | Change (%) | | :-------------------------------- | :-------- | :-------- | :--------- | | Total Revenue (incl. billable expenses) | $2.54 | $2.71 | -6.4% | | Net Revenue (before billable expenses) | $2.17 | $2.33 | -6.6% | | Organic Net Revenue Change (Q2) | -3.5% | N/A | N/A | | Net Dispositions Impact (Q2) | -3.4% | N/A | N/A | | Foreign Currency Impact (Q2) | +0.3% | N/A | N/A | H1 Revenue Performance | Metric | H1 2025 (Billions) | H1 2024 (Billions) | Change (%) | | :-------------------------------- | :-------- | :-------- | :--------- | | Total Revenue (incl. billable expenses) | $4.86 | $5.21 | -6.7% | | Net Revenue (before billable expenses) | $4.17 | $4.51 | -7.6% | | Organic Net Revenue Change (H1) | -3.6% | N/A | N/A | | Net Dispositions Impact (H1) | -3.6% | N/A | N/A | | Foreign Currency Impact (H1) | -0.4% | N/A | N/A | [Operating Income and Adjusted EBITA](index=2&type=section&id=Operating_Income_and_Adjusted_EBITA) Reported operating income decreased significantly due to restructuring and deal costs, but Adjusted EBITA increased, reflecting improved underlying operational performance and margin expansion Q2 Operating Income and Adjusted EBITA | Metric | Q2 2025 (Millions) | Q2 2024 (Millions) | Change (%) | | :------------------------------------------ | :-------- | :-------- | :--------- | | Operating Income | $243.7 | $318.2 | -23.4% | | Adjusted EBITA (before restructuring & deal costs) | $393.7 | $338.9 | +16.2% | | Adjusted EBITA Margin (Q2 2025) | 18.1% | 14.6% | +3.5 pp | H1 Operating Income and Adjusted EBITA | Metric | H1 2025 (Millions) | H1 2024 (Millions) | Change (%) | | :------------------------------------------ | :-------- | :-------- | :--------- | | Operating Income | $201.7 | $502.4 | -59.9% | | Adjusted EBITA (before restructuring & deal costs) | $580.2 | $544.4 | +6.6% | | Adjusted EBITA Margin (H1 2025) | 13.9% | 12.1% | +1.8 pp | [Operating Expenses Breakdown](index=3&type=section&id=Operating_Expenses_Breakdown) Total operating expenses (excluding billable, restructuring, deal costs, and amortization) decreased in Q2 and H1 2025, driven by reductions in staff costs and office expenses, despite increased SG&A [Salaries and Related Expenses](index=4&type=section&id=Salaries_and_Related_Expenses) Salaries and related expenses decreased in Q2 and H1 2025, primarily due to reductions in base salaries, benefits, and performance-based compensation Q2 Salaries and Related Expenses | Metric | Q2 2025 (Billions) | Q2 2024 (Billions) | Change (%) | | :-------------------------------- | :-------- | :-------- | :--------- | | Salaries and Related Expenses | $1.38 | $1.56 | -11.5% | | Staff Cost Ratio (as % of net revenue) | 63.4% | 66.9% | -3.5 pp | H1 Salaries and Related Expenses | Metric | H1 2025 (Billions) | H1 2024 (Billions) | Change (%) | | :-------------------------------- | :-------- | :-------- | :--------- | | Salaries and Related Expenses | $2.79 | $3.13 | -10.8% | | Staff Cost Ratio (as % of net revenue) | 67.0% | 69.4% | -2.4 pp | - The decrease was primarily driven by decreased base salaries, benefits and tax, as well as decreases in severance and performance-based employee compensation expenses[16](index=16&type=chunk) [Office and Other Direct Expenses](index=4&type=section&id=Office_and_Other_Direct_Expenses) Office and other direct expenses decreased in Q2 and H1 2025, mainly due to lower occupancy and consulting fees, partially offset by increased technology expenses Q2 Office and Other Direct Expenses | Metric | Q2 2025 (Millions) | Q2 2024 (Millions) | Change (%) | | :-------------------------------- | :-------- | :-------- | :--------- | | Office and Other Direct Expenses | $325.2 | $358.4 | -9.3% | | As % of Net Revenue (Q2) | 15.0% | 15.4% | -0.4 pp | H1 Office and Other Direct Expenses | Metric | H1 2025 (Millions) | H1 2024 (Millions) | Change (%) | | :-------------------------------- | :-------- | :-------- | :--------- | | Office and Other Direct Expenses | $644.4 | $680.5 | -5.3% | | As % of Net Revenue (H1) | 15.5% | 15.1% | +0.4 pp | - Decreases were mainly due to lower occupancy expense and professional consulting fees, partially offset by increases in technology & software expenses[17](index=17&type=chunk) [Selling, General and Administrative (SG&A) Expenses](index=4&type=section&id=Selling%2C%20General%20and%20Administrative%20(SG%26A)%20Expenses) SG&A expenses increased in Q2 and H1 2025, driven by deal costs related to the Omnicom merger and higher technology and performance-based compensation expenses Q2 SG&A Expenses | Metric | Q2 2025 (Millions) | Q2 2024 (Millions) | Change (%) | | :-------------------------------- | :-------- | :-------- | :--------- | | SG&A Expenses | $46.4 | $27.6 | +68.1% | | Deal Costs (included) | $10.9 | N/A | N/A | H1 SG&A Expenses | Metric | H1 2025 (Millions) | H1 2024 (Millions) | Change (%) | | :-------------------------------- | :-------- | :-------- | :--------- | | SG&A Expenses | $86.8 | $65.6 | +32.3% | | Deal Costs (included) | $15.7 | N/A | N/A | - The increase in SG&A expenses was due to deal costs related to the planned acquisition of IPG by Omnicom, as well as increases in technology & software and performance-based employee compensation expenses[18](index=18&type=chunk) [Depreciation and Amortization](index=5&type=section&id=Depreciation_and_Amortization) Depreciation and amortization expenses decreased slightly in both Q2 and H1 2025 Q2 Depreciation and Amortization | Metric | Q2 2025 (Millions) | Q2 2024 (Millions) | Change (%) | | :-------------------------------- | :-------- | :-------- | :--------- | | Depreciation and Amortization | $61.2 | $65.0 | -5.8% | H1 Depreciation and Amortization | Metric | H1 2025 (Millions) | H1 2024 (Millions) | Change (%) | | :-------------------------------- | :-------- | :-------- | :--------- | | Depreciation and Amortization | $122.2 | $130.2 | -6.1% | [Restructuring Charges](index=2&type=section&id=Restructuring_Charges) Interpublic incurred substantial restructuring charges in Q2 and H1 2025 for business transformation and expense savings, with completion expected by year-end 2025 Q2 Restructuring Charges | Metric | Q2 2025 (Millions) | Q2 2024 (Millions) | Change (%) | | :-------------------- | :-------- | :-------- | :--------- | | Restructuring Charges | $118.0 | $0.3 | >(100)% | H1 Restructuring Charges | Metric | H1 2025 (Millions) | H1 2024 (Millions) | Change (%) | | :-------------------- | :-------- | :-------- | :--------- | | Restructuring Charges | $321.3 | $0.9 | >(100)% | - Restructuring actions are designed to transform the business, enhance offerings, and drive significant structural expense savings, with completion expected by the end of 2025[21](index=21&type=chunk) - Total restructuring charges are expected to be **$375.0 - $400.0 million**, including a substantial non-cash portion[21](index=21&type=chunk) [Net Results](index=3&type=section&id=Net_Results) Net income available to common stockholders decreased significantly in Q2 and H1 2025 due to higher restructuring and deal costs, despite an increase in adjusted diluted EPS and a decrease in income tax provision [Non-Operating Results and Tax](index=5&type=section&id=Non-Operating_Results_and_Tax) Net interest expense and other expenses increased in Q2 and H1 2025, while the income tax provision decreased, impacting overall net results Q2 Non-Operating Results and Tax | Metric | Q2 2025 (Millions) | Q2 2024 (Millions) | Change (Millions) | | :-------------------- | :-------- | :-------- | :------- | | Net Interest Expense | $24.3 | $21.3 | +$3.0 | | Other Expense, Net | $1.4 | $1.2 | +$0.2 | | Income Tax Provision | $54.6 | $75.6 | -$21.0 | H1 Non-Operating Results and Tax | Metric | H1 2025 (Millions) | H1 2024 (Millions) | Change (Millions) | | :-------------------- | :-------- | :-------- | :------- | | Net Interest Expense | $39.8 | $35.4 | +$4.4 | | Other Expense, Net | $38.3 | $10.7 | +$27.6 | | Income Tax Provision | $45.4 | $122.9 | -$77.5 | Q2 Net Income and EPS | Metric | Q2 2025 (Millions) | Q2 2024 (Millions) | Change (Millions) | | :------------------------------------------ | :----------------- | :----------------- | :------- | | Net Income Available to IPG Common Stockholders | $162.5 | $214.5 | -$52.0 | | Diluted EPS (reported) | $0.44 | $0.57 | -$0.13 | | Diluted EPS (adjusted) | $0.75 | $0.61 | +$0.14 | H1 Net Income and EPS | Metric | H1 2025 (Millions) | H1 2024 (Millions) | Change (Millions) | | :------------------------------------------ | :----------------- | :----------------- | :------- | | Net Income Available to IPG Common Stockholders | $77.1 | $324.9 | -$247.8 | | Diluted EPS (reported) | $0.21 | $0.86 | -$0.65 | | Diluted EPS (adjusted) | $1.08 | $0.96 | +$0.12 | [Balance Sheet](index=5&type=section&id=Balance_Sheet) As of June 30, 2025, Interpublic's cash and cash equivalents decreased from year-end 2024 but remained stable compared to June 2024. Total debt remained consistent at $2.96 billion Balance Sheet Snapshot | Metric | June 30, 2025 (Billions) | Dec 31, 2024 (Billions) | June 30, 2024 (Billions) | | :---------------------- | :------------ | :----------- | :------------ | | Cash and Cash Equivalents | $1.56 | $2.19 | $1.55 | | Total Debt | $2.96 | $2.96 | N/A | [Shareholder Returns](index=5&type=section&id=Shareholder_Returns) Interpublic continued its share repurchase program in the first half of 2025, buying back 7.4 million shares. The company also declared and paid a common stock cash dividend of $0.330 per share in Q2 2025 [Share Repurchase Program](index=5&type=section&id=Share_Repurchase_Program) In H1 2025, Interpublic repurchased 7.4 million shares for $188.3 million at an average price of $25.29 per share H1 2025 Share Repurchase | Metric | H1 2025 | | :-------------------- | :---------- | | Shares Repurchased | 7.4 million | | Aggregate Cost | $188.3 million | | Average Price Per Share | $25.29 | [Common Stock Dividend](index=6&type=section&id=Common_Stock_Dividend) Interpublic declared and paid a Q2 2025 common stock cash dividend of $0.330 per share, totaling $121.1 million Q2 2025 Common Stock Dividend | Metric | Q2 2025 | | :-------------------------- | :---------- | | Dividend Per Share | $0.330 | | Total Dividends Paid (Q2) | $121.1 million | [About Interpublic](index=6&type=section&id=About_Interpublic) Interpublic (NYSE: IPG) is a values-based, data-fueled, and creatively-driven provider of marketing solutions, home to numerous global brands, with total revenue of $10.7 billion in 2024 - Interpublic (NYSE: IPG) is a values-based, data-fueled, and creatively-driven provider of marketing solutions[29](index=29&type=chunk) - The company is home to global brands including Acxiom, Craft, FCB, FutureBrand, Golin, Initiative, IPG Health, IPG Mediabrands, Jack Morton, KINESSO, MAGNA, McCann, Mediahub, Momentum, MRM, MullenLowe Global, Octagon, UM, and Weber Shandwick[29](index=29&type=chunk) 2024 Total Revenue | Metric | 2024 (Billions) | | :---------------- | :----------- | | Total Revenue | $10.7 | [Cautionary Statement](index=7&type=section&id=Cautionary_Statement) This section contains forward-looking statements subject to risks and uncertainties, including those related to the Omnicom merger, economic conditions, and regulatory changes - The report contains forward-looking statements regarding future plans, trends, events, or financial results, which are based on current expectations and assumptions[31](index=31&type=chunk) - Actual results and outcomes could differ materially due to various risks and uncertainties, including those outlined in the company's most recent Annual Report on Form 10-K[31](index=31&type=chunk)[33](index=33&type=chunk) - Specific risks include those related to the pending merger transaction with Omnicom, challenging economic conditions, ability to attract and retain clients and employees, competitive environment, global economic and political conditions, regulatory changes, cybersecurity events, and critical accounting estimates[34](index=34&type=chunk) [Appendix](index=8&type=section&id=Appendix) The appendix provides detailed consolidated statements of earnings and U.S. GAAP reconciliations of non-GAAP adjusted results for various periods [Consolidated Summary of Earnings](index=9&type=section&id=Consolidated_Summary_of_Earnings) This section provides detailed consolidated statements of earnings for the three and six months ended June 30, 2025, and 2024, outlining revenue, operating expenses, operating income, and net income figures [Three Months Ended June 30, 2025 and 2024](index=9&type=section&id=Three_Months_Ended_June_30_2025_and_2024) This table presents consolidated earnings for Q2 2025 and 2024, including revenue, operating expenses, operating income, and net income Consolidated Statements of Earnings (Q2) | Metric | Q2 2025 (Millions) | Q2 2024 (Millions) | % Change | | :------------------------------------------ | :----------------- | :----------------- | :--------- | | Revenue before Billable Expenses | $2,172.7 | $2,327.1 | (6.6)% | | Total Revenue | $2,536.8 | $2,710.0 | (6.4)% | | Salaries and Related Expenses | $1,378.2 | $1,557.6 | 11.5% | | Total Operating Expenses | $2,293.1 | $2,391.8 | 4.1% | | Operating Income | $243.7 | $318.2 | 23.4% | | Net Income Available to IPG Common Stockholders | $162.5 | $214.5 | N/A | | Diluted EPS | $0.44 | $0.57 | N/A | [Six Months Ended June 30, 2025 and 2024](index=10&type=section&id=Six_Months_Ended_June_30_2025_and_2024) This table presents consolidated earnings for H1 2025 and 2024, including revenue, operating expenses, operating income, and net income Consolidated Statements of Earnings (H1) | Metric | H1 2025 (Millions) | H1 2024 (Millions) | % Change | | :------------------------------------------ | :----------------- | :----------------- | :--------- | | Revenue before Billable Expenses | $4,169.0 | $4,510.0 | (7.6)% | | Total Revenue | $4,859.4 | $5,205.9 | (6.7)% | | Salaries and Related Expenses | $2,792.6 | $3,130.4 | 10.8% | | Total Operating Expenses | $4,657.7 | $4,703.5 | 1.0% | | Operating Income | $201.7 | $502.4 | 59.9% | | Net Income Available to IPG Common Stockholders | $77.1 | $324.9 | N/A | | Diluted EPS | $0.21 | $0.86 | N/A | [U.S. GAAP Reconciliation of Non-GAAP Adjusted Results](index=11&type=section&id=US_GAAP_Reconciliation_of_Non-GAAP_Adjusted_Results) This section provides detailed reconciliations of various non-GAAP financial measures, such as Adjusted EBITA and Adjusted Earnings Per Diluted Share, to their most directly comparable GAAP measures for both current and prior periods, highlighting adjustments for amortization, restructuring, deal costs, and business dispositions [Three Months Ended June 30, 2025](index=11&type=section&id=Three_Months_Ended_June_30_2025_Reconciliation) This table reconciles Q2 2025 reported GAAP results to non-GAAP adjusted results for operating income, net income, and diluted EPS Q2 2025 GAAP to Non-GAAP Reconciliation | Metric | As Reported (Millions) | Adjustments (Millions) | Adjusted Results (Millions) | | :------------------------------------------ | :--------------------- | :--------------------- | :-------------------------- | | Operating Income | $243.7 | Amortization: $(21.1) | $393.7 (Adj. EBITA before charges) | | | | Restructuring: $(118.0) | | | | | Deal Costs: $(10.9) | | | Net Income Available to IPG Common Stockholders | $162.5 | Amortization: $(16.9) | $277.3 | | | | Restructuring: $(88.4) | | | | | Deal Costs: $(11.0) | | | | | Gains on Sales: $1.5 | | | Diluted EPS | $0.44 | Amortization: $(0.05) | $0.75 | | | | Restructuring: $(0.24) | | | | | Deal Costs: $(0.03) | | | | | Gains on Sales: $0.00 | | [Six Months Ended June 30, 2025](index=12&type=section&id=Six_Months_Ended_June_30_2025_Reconciliation) This table reconciles H1 2025 reported GAAP results to non-GAAP adjusted results for operating income, net income, and diluted EPS H1 2025 GAAP to Non-GAAP Reconciliation | Metric | As Reported (Millions) | Adjustments (Millions) | Adjusted Results (Millions) | | :------------------------------------------ | :--------------------- | :--------------------- | :-------------------------- | | Operating Income | $201.7 | Amortization: $(41.5) | $580.2 (Adj. EBITA before charges) | | | | Restructuring: $(321.3) | | | | | Deal Costs: $(15.7) | | | Net Income Available to IPG Common Stockholders | $77.1 | Amortization: $(33.1) | $401.3 | | | | Restructuring: $(242.1) | | | | | Deal Costs: $(15.6) | | | | | Losses on Sales: $(33.4) | | | Diluted EPS | $0.21 | Amortization: $(0.09) | $1.08 | | | | Restructuring: $(0.65) | | | | | Deal Costs: $(0.04) | | | | | Losses on Sales: $(0.09) | | [Adjusted EBITA Reconciliation (Q2 & H1 2025/2024)](index=13&type=section&id=Adjusted_EBITA_Reconciliation_Q2_%26_H1_2025%2F2024) This table provides a reconciliation of Adjusted EBITA and Adjusted EBITA Margin for Q2 and H1 2025 and 2024 Adjusted EBITA Reconciliation | Metric | Q2 2025 (Millions) | Q2 2024 (Millions) | H1 2025 (Millions) | H1 2024 (Millions) | | :---------------------------------------------------- | :-------- | :-------- | :-------- | :-------- | | Revenue Before Billable Expenses | $2,172.7 | $2,327.1 | $4,169.0 | $4,510.0 | | Net Income Available to IPG Common Stockholders | $162.5 | $214.5 | $77.1 | $324.9 | | Operating Income | $243.7 | $318.2 | $201.7 | $502.4 | | Adjusted EBITA | $264.8 | $338.6 | $243.2 | $543.5 | | Adjusted EBITA Margin | 12.2% | 14.6% | 5.8% | 12.1% | | Adjusted EBITA before Restructuring Charges and Deal Costs | $393.7 | $338.9 | $580.2 | $544.4 | | Adjusted EBITA before Restructuring Charges and Deal Costs Margin | 18.1% | 14.6% | 13.9% | 12.1% | [Three Months Ended June 30, 2024](index=14&type=section&id=Three_Months_Ended_June_30_2024_Reconciliation) This table reconciles Q2 2024 reported GAAP results to non-GAAP adjusted results for operating income, net income, and diluted EPS Q2 2024 GAAP to Non-GAAP Reconciliation | Metric | As Reported (Millions) | Adjustments (Millions) | Adjusted Results (Millions) | | :------------------------------------------ | :--------------------- | :--------------------- | :-------------------------- | | Operating Income | $318.2 | Amortization: $(20.4) | $338.9 (Adj. EBITA before charges) | | | | Restructuring: $(0.3) | | | Net Income Available to IPG Common Stockholders | $214.5 | Amortization: $(16.2) | $229.4 | | | | Restructuring: $(0.2) | | | | | Gains on Sales: $1.5 | | | Diluted EPS | $0.57 | Amortization: $(0.04) | $0.61 | | | | Restructuring: $(0.00) | | | | | Gains on Sales: $0.00 | | [Six Months Ended June 30, 2024](index=15&type=section&id=Six_Months_Ended_June_30_2024_Reconciliation) This table reconciles H1 2024 reported GAAP results to non-GAAP adjusted results for operating income, net income, and diluted EPS H1 2024 GAAP to Non-GAAP Reconciliation | Metric | As Reported (Millions) | Adjustments (Millions) | Adjusted Results (Millions) | | :------------------------------------------ | :--------------------- | :--------------------- | :-------------------------- | | Operating Income | $502.4 | Amortization: $(41.1) | $544.4 (Adj. EBITA before charges) | | | | Restructuring: $(0.9) | | | Net Income Available to IPG Common Stockholders | $324.9 | Amortization: $(32.7) | $364.7 | | | | Restructuring: $(0.7) | | | | | Losses on Sales: $(6.4) | | | Diluted EPS | $0.86 | Amortization: $(0.09) | $0.96 | | | | Restructuring: $(0.00) | | | | | Losses on Sales: $(0.02) | |

PART I. FINANCIAL INFORMATION [Item 1. Financial Statements (Unaudited)](index=5&type=section&id=Item%201%2E%20Financial%20Statements%20%28Unaudited%29) Unaudited consolidated financial statements for H1 2025 reflect significant declines in revenue and net income, driven by restructuring and acquisition costs Consolidated Statements of Operations Highlights (Six Months Ended June 30) | Metric | 2025 (in millions) | 2024 (in millions) | Change | | :--- | :--- | :--- | :--- | | Total Revenue | $4,859.4 | $5,205.9 | -6.7% | | Operating Income | $201.7 | $502.4 | -59.9% | | Net Income Available to IPG Stockholders | $77.1 | $324.9 | -76.3% | | Diluted EPS | $0.21 | $0.86 | -75.6% | Consolidated Balance Sheet Highlights (in billions) | Metric | June 30, 2025 | Dec 31, 2024 | | :--- | :--- | :--- | | Cash and cash equivalents | $1.56 | $2.19 | | Goodwill | $4.80 | $4.69 | | Total Assets | $17.03 | $18.33 | | Long-term debt | $2.92 | $2.92 | | Total Liabilities | $13.24 | $14.42 | | Total Stockholders' Equity | $3.77 | $3.86 | - For the six months ended June 30, 2025, net cash used in operating activities was **$133.0 million**, compared to **$36.7 million** in the prior year period, primarily driven by lower net income and changes in working capital[21](index=21&type=chunk) - The company initiated significant restructuring actions in Q1 2025, incurring charges of **$321.3 million** in the first six months, intended to transform the business and expected to be completed by the end of 2025[85](index=85&type=chunk)[87](index=87&type=chunk) - On December 8, 2024, IPG entered into a merger agreement with Omnicom Group Inc, with the transaction expected to close in the second half of 2025, incurring deal costs of **$15.7 million** in the first six months of 2025[31](index=31&type=chunk)[34](index=34&type=chunk)[38](index=38&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=30&type=section&id=Item%202%2E%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management attributes financial performance decline to macroeconomic caution, client losses, and significant restructuring and merger costs, while highlighting strong liquidity [Results of Operations](index=35&type=section&id=Results%20of%20Operations) Revenue before billable expenses decreased **7.6%** in H1 2025, with operating income plummeting **59.9%** due to significant restructuring charges and organic declines across regions Organic Change in Revenue Before Billable Expenses (YTD June 30, 2025) | Region | Organic Change | | :--- | :--- | | **Consolidated** | **(3.6)%** | | Domestic | (3.3)% | | International | (4.1)% | | - United Kingdom | (8.0)% | | - Continental Europe | (1.0)% | | - Asia Pacific | (11.5)% | | - Latin America | 2.2% | - Salaries and related expenses decreased **10.8%** in H1 2025, primarily due to lower base salaries and severance, falling to **67.0%** of revenue before billable expenses from **69.4%** in H1 2024[176](index=176&type=chunk)[177](index=177&type=chunk) - The company initiated restructuring actions in Q1 2025 with expected total charges of **$375.0 - $400.0 million**, incurring **$321.3 million** for H1 2025, including **$133.4 million** for severance (approx. **2,400 employees**) and **$93.4 million** for lease impairments[185](index=185&type=chunk)[186](index=186&type=chunk)[187](index=187&type=chunk) - Diluted EPS for H1 2025 was **$0.21**, a significant decrease from **$0.86** in H1 2024, driven by negative impacts from restructuring charges (**$0.65**), amortization of acquired intangibles (**$0.09**), net losses on sales of businesses (**$0.09**), and Omnicom deal costs (**$0.04**)[198](index=198&type=chunk)[200](index=200&type=chunk) [Segment Results](index=40&type=section&id=Segment%20Results) All segments experienced organic revenue declines in H1 2025, with IA&C seeing the sharpest drop and significant EBITA margin contraction due to restructuring charges Segment Performance (Six Months Ended June 30, 2025, in millions) | Segment | Revenue Before Billable Expenses | Organic Change | Segment EBITA | EBITA Margin | | :--- | :--- | :--- | :--- | :--- | | MD&E | $1,835.4 | (0.6)% | $260.2 | 14.2% | | IA&C | $1,642.2 | (8.2)% | $83.1 | 5.1% | | SC&E | $691.4 | (0.0)% | $90.7 | 13.1% | [Liquidity and Capital Resources](index=44&type=section&id=Liquidity%20and%20Capital%20Resources) The company maintains strong liquidity and compliance with debt covenants, despite increased net cash used in operating activities in H1 2025 - Key uses of cash in H1 2025 included **$246.4 million** for common stock dividends and **$188.3 million** for share repurchases[231](index=231&type=chunk) - The company maintains a **$1.5 billion** revolving credit facility maturing in May 2029, with **$1.49 billion** total availability as of June 30, 2025, and no borrowings[241](index=241&type=chunk) - The company was in compliance with its credit agreement covenants, with an actual leverage ratio of **1.90x**, well below the required maximum of **3.50x**[242](index=242&type=chunk)[243](index=243&type=chunk) - As of June 30, 2025, **$137.1 million** remained available for repurchase under the 2025 share repurchase program[238](index=238&type=chunk) [Item 3. Quantitative and Qualitative Disclosures about Market Risk](index=51&type=section&id=Item%203%2E%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company reports no significant change in its exposure to market risks, including interest rates and foreign currency rates, during the second quarter of 2025 - There has been no significant change in the company's exposure to market risk during Q2 2025, with approximately **99%** of debt obligations having fixed interest rates, mitigating interest rate risk[260](index=260&type=chunk) [Item 4. Controls and Procedures](index=51&type=section&id=Item%204%2E%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were effective as of June 30, 2025, with no material changes in internal control over financial reporting during the quarter - As of June 30, 2025, the CEO and CFO concluded that the company's disclosure controls and procedures were effective[261](index=261&type=chunk) - No changes occurred in internal control over financial reporting during the quarter ended June 30, 2025, that have materially affected or are likely to materially affect the controls[263](index=263&type=chunk) PART II. OTHER INFORMATION [Item 1. Legal Proceedings](index=52&type=section&id=Item%201%2E%20Legal%20Proceedings) The company is involved in various legal proceedings, but management does not anticipate a material adverse effect on its financial condition or operations - The company is involved in various legal proceedings from the normal course of business, but management believes the outcomes will not have a material adverse effect on its financial condition[137](index=137&type=chunk)[265](index=265&type=chunk) [Item 1A. Risk Factors](index=52&type=section&id=Item%201A%2E%20Risk%20Factors) No material changes to the risk factors previously disclosed in the company's 2024 Annual Report on Form 10-K were reported during Q2 2025 - No material changes to the risk factors disclosed in the 2024 Annual Report on Form 10-K were reported for the second quarter of 2025[266](index=266&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=52&type=section&id=Item%202%2E%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) During Q2 2025, the company repurchased approximately **4.04 million** shares at an average price of **$24.29** per share, with **$137.1 million** remaining for future repurchases Share Repurchases (Q2 2025) | Period | Total Shares Purchased | Average Price Paid per Share | | :--- | :--- | :--- | | April 2025 | 1,544,280 | $24.38 | | May 2025 | 1,539,559 | $24.92 | | June 2025 | 957,720 | $23.11 | | **Total Q2** | **4,041,559** | **$24.29** | - As of June 30, 2025, **$137.1 million** remained available for repurchase under the company's share repurchase programs[267](index=267&type=chunk) [Item 5. Other Information](index=52&type=section&id=Item%205%2E%20Other%20Information) No other information is reported for this item - None[271](index=271&type=chunk) [Item 6. Exhibits](index=53&type=section&id=Item%206%2E%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including CEO and CFO certifications and Interactive Data Files (XBRL)

Core Insights - Interpublic Group (IPG) reported a 3.5% organic revenue decrease in Q2, but achieved a record 18.1% adjusted EBITDA margin, indicating effective cost management and operational efficiency [1][3] - The company confirmed progress on its merger with Omnicom, projecting a 1%-2% decline in full-year organic net revenue for 2025, while forecasting an adjusted EBITDA margin above the previous guidance of 16.6% [1][8] Financial Performance - Adjusted EBITDA for Q2 reached $393.7 million, with a 350 basis-point year-over-year improvement in adjusted EBITDA margin, attributed to structural cost reductions and operational consolidation [2] - Headcount decreased by approximately 6% year-over-year, totaling 51,300, with restructuring charges amounting to $118 million and projected annualized structural savings exceeding $300 million [2] AI Integration and Revenue Generation - The adoption of the proprietary Interact AI platform has been rapid, with over half of employees utilizing it and 40% engaging daily, enhancing marketing workflows and client solutions [4] - The ASC (Agentic Systems for Commerce) AI tool has been piloted by nearly two dozen clients, showing double-digit percentage increases in impressions and sales, indicating potential for new revenue streams [4][5] Merger Progress and Client Stability - The merger with Omnicom is on track for a second-half 2025 close, having received FTC clearance in the U.S., with stable client support and business performance despite competitive speculation [6][7] - Share buybacks totaled $98 million year-to-date, limited by a $325 million annual cap imposed by the merger agreement [6] Future Outlook - Management anticipates a 1%-2% decrease in organic net revenue for 2025, expecting flat sequential results in Q3 and Q4, while the Omnicom transaction remains on track for completion [8]