Interpublic Group of Companies, Inc. (The)

being recorded. If you have any objections, you may disconnect at this time. I would now like to introduce Mr. Jerry Lushney, Senior Vice President of Investor Relations. Sir, you may begin.

Good morning. Thank you for joining us. This morning, we are joined by our CEO, Philippe Krakowski, and by Ellen Johnson, our CFO. Hello. We have posted our earnings release and our slide presentation on our website, interpublic.com. We will begin with prepared remarks to be followed by Q&A. We plan to conclude before market open at 9.30 Eastern Time. During this call, we will refer to forward-looking statements about our company. These are subject to the uncertainties and the cautionary statement that are included in our earnings release and the slide presentation. These are further detailed in our 10-Q and other filings with the SEC. We will also refer to certain non-GAAP measures. We believe that these measures provide useful supplemental data that, while not a substitute for GAAP measures, allow for greater transparency in the review of our financial and operational performance. At this point, it is my pleasure to turn things over to Philippe Krakowski.

Thanks, Jerry, and thank you all for joining us. This morning, I'll begin with a high-level view of the quarter and progress on our transformation program, after which Ellen will add detail on our performance. I'll then conclude with an update on the tone of the business as well as on the status of our acquisition by Omnicom. Turning to Q1 results and starting with revenue, our organic revenue decrease was 3.6%. which is consistent with the outlook and phasing we shared with you earlier this year. Our revenue change was largely due to the impact of certain account activity over the previous 12-month period, which we've discussed with you on prior calls. As expected, those headwinds intensified sequentially from last year's fourth quarter due to the timing of trailing wins and losses. Our three largest losses weighed on growth by 4.5% to 5%, impacting results across a number of geographic regions and disciplines, notably the US, Europe, and Asia Pac, and our IAC and MD&E segments. Trailing account losses were partially offset by sound underlying performance, with notably strong growth once again by IPG Media Brands, Deutsch, and Golan, and regionally by growth in LATAM and our other markets group. By client sector, we had very strong growth with our tech and telecom clients as well as solid increases in food and beverage and financial services. Turning to expenses and profitability in the quarter, our adjusted EBITDA was $186.5 million with a margin of 9.3%. That result reflects continued operating discipline by our teams and a strong start to the strategic restructuring program that we described in our February call. Adjusted EBITDA excludes charges for restructuring the quarter, which as you've seen were $203 million, of which slightly more than half is non-cash. We also adjust for deal expenses related to the combination with Omnicom which were $4.8 million in the first quarter and which appear in our SG&A expense. The quarter marked meaningful progress towards the objectives of the transformational restructuring of our business by both enhancing our offerings and driving significant structural expense savings. Operating expenses in the quarter compared to a year ago clearly tracked to the strategic evolution of our model. with operating leverage in some areas alongside continued investments in technology to enable key platform services and solutions. As we outlined earlier this year, we're moving at pace to greater functional centralization, increasing offshoring and nearshoring of centers of excellence, and an enterprise-wide focus on tech-driven platform benefits and key client-facing areas such as production and analytics, as well as corporate functions including finance and HR management. With the implementation of these changes well underway, we've identified further opportunities for transformation and structural redesign. With that increased scope, we currently expect the charges for restructuring this calendar year will be in the range of $300 to $350 million, a significant portion of which will remain non-cash. that will in turn yield run rate annualized expense savings of a similar magnitude as the eventual charge. Very important to note that we continue to see almost no overlap between these actions as standalone IPG and the $750 million of identified cost synergies that will result from the merger of our company into Omnicom. So the benefit of these increased structural cost savings should accrue to the newly merged entity in 2026 and beyond. Our diluted EPS in the quarter was a loss of 23 cents as reported due to the restructuring investment, while our adjusted diluted EPS was 33 cents. Another important development during the quarter was that we were able to reinitiate share repurchases. following the pause that had been required in connection with the early stages of the acquisition. Subsequent to our special meeting of shareholders on March 18th, at which we received support for the transaction from over 99% of shares voted, we were able to re-enter the market for 3.4 million shares over the balance of the quarter, returning $90 million to shareholders. Turning to our outlook, We know that macro developments and their potential ramifications have moved front and center for all of us. The impact of this uncertainty is not yet clear and the implications vary widely for our clients across industries and geographies. Our posture as always has been to stay close to our clients, especially in periods of heightened uncertainty. As of now, marketers appear to be in a phase of scenario planning assessing the implications of possible changes to the flows of global commerce. And as they sort these developments, we know that, you know, we're all addressing these things and these changes that are taking place at speed. As we engage with clients in considering the decisions they may need to make when it comes to channel choices, investment levels, and the best mix of marketing disciplines required to deliver business outcomes, we'll begin to get greater clarity on the impact of the macro on our sector. And we will, of course, update you on that evolving landscape. Today, we can report that performance in Q1 has been fully consistent with what we'd expected, that we've not seen a marked change in client activity, and that we therefore remain on track with the full-year performance targets for revenue and margin that we shared with you a few months ago. an organic decrease of 1 to 2 percent in net revenue due to trailing account headwinds, and adjusted EBITDA margin of 16.6 percent. Should there be a slowdown, we've shown that we're capable of navigating challenging circumstances. We continue to provide services that marketers require in order to deliver sales and business outcomes, regardless of where we are in the economic cycle. We also know that, if the macro ultimately weighs on broader consumer sentiment and economic activity with a resulting impact to our revenue, we've consistently proven the benefits of our flexible cost model. We've also demonstrated our resilience in that we rebounded strongly as we emerged from such cycles. We're entering this dynamic period with our program of strategic transformation and cost reduction well underway. with strong underlying financial resources, and both should further solidify our position at a time of growing uncertainty. I'll come back with an update on the status of the acquisition by Amnicom, the compelling growth benefits of the new company, and the resulting value creation we see in the combination. But at this point, I'll turn things over to Ellen for a more in-depth view of our results.

Thank you. I hope that everyone is well. As a reminder, my remarks will track to the presentation slides that accompany our webcast. Beginning on slide two of the presentation, our organic decrease of net revenue in the quarter was 3.6 percent, which was in line with our expected performance for the quarter. Adjusted EBITDA in the quarter was 186.5 million, and margin on net revenue was 9.3 percent. It's worth noting that Q1 is our smallest seasonal quarter for revenue, while our operating expenses are recognized more rateably across the year. Adjustments exclude our charges for restructuring of $203.3 million, amortization of acquired intangibles of $20.4 million, and $4.8 million of deal expenses in SG&A related to our acquisition by Omnicom. A reported loss per diluted share in the quarter was 23 cents, while earnings were 33 cents per diluted share as adjusted. Below the line, we have adjusted for non-operating losses from the disposition of non-strategic businesses. We repurchased 3.4 million shares, returning $90 million. We concluded the quarter in a strong financial position with $1.9 billion of cash on the balance sheet and with only 1.84 times gross financial debt to EBITDA as defined in our credit facility. Turning to slide three, you'll see our P&L for the quarter. I'll cover revenue and operating expenses in detail in the slides that follow. Turning to first quarter revenue on slide four. Our net revenue in the quarter was $2 billion, a decrease of 8.5% from a year ago. Compared to Q1-24, the impact of the change in exchange rates was negative 1.2%. The impact of our net divestitures, mainly RGA and UGE, was negative 3.7%. Our organic net revenue decrease was 3.6%. Further down the slide, we break out segment net revenue performance in the quarter. Our media, data, and engagement solution segment grew 2.2% organically. Strong growth at IBG Media Brands and growth at Axiom was offset by continued decreases at MRM. The organic decrease at our integrated advertising and creativity-led solution segment was 10.3%. That performance largely reflects the decision of a single client in the healthcare sector, and to a lesser degree, generally soft performance across our creativity-led agencies. We continue to have strong growth at Deutsch. At our specialized communication and experiential solution segment, our organic decrease was 2.4%. Modest growth in public relations, led by Golan's performance, was offset by decreases at our experiential offerings. Moving on to slide five, our net revenue change by region in the quarter. The U.S., which was 68 percent of our first quarter net revenue, decreased organically by 4 percent, reflecting the impact of certain accounts lost in late 2023 and during 2024 that weighed on growth broadly across our domestic operations. IBG Media Brands continue to post strong growth in the quarter. International markets were 32% of our net revenue in the quarter and decreased 2.6% organically. In the UK, which represented 8% of our net revenue in the quarter, the organic decrease was 6.1%, chiefly due to soft results across some of our advertising and experiential offerings. Continental Europe was 8% of our net revenue in the quarter and decreased 40 basis points organically, which was against 8.9% growth a year ago. Trailing net losses weighed on performance in the quarter across several national markets. In Asia-Pac, which was 6% of net revenue in the quarter, our organic decrease was 9%. The loss of certain global accounts weighed on results across the region. In LATAM, which was 4 percent of net revenue in the quarter, we grew 3.1 percent organically. By market, our growth was led by Colombia, Chile, and Argentina, while Brazil decreased in the quarter. Our international markets group, which consists of Canada, the Middle East, and Africa, was 6 percent of net revenue in Q1 and grew 2.9 percent organically. Performance was due to strong growth in Canada. Moving on to slide six and operating expenses in the quarter. Our fully adjusted EBITDA margin in the quarter was 9.3 percent. That's a decrease of only 10 basis points from a year ago, notwithstanding lower revenue. Our adjusted EBITDA margin is before expenses for our strategic restructuring and Omnicom deal costs and SG&A. Our charge for restructuring was approximately $203 million, of which $109 million is non-cash. In general, expenses in the quarter reflect the continuation of our recent trend, with operating leverage on salaries and related expenses alongside increased investment in technology. Our ratio of total salaries and related expenses improved 120 basis points, to 70.9 percent of net revenue. It's worth noting that all the expense ratios are against our smaller first quarter revenue base. Compared to a year ago, we have leveraged on base payroll, severance expense, given the broader reset of our expense base, and temporary labor, which was partially offset by higher expense for our performance-based incentive compensation programs. We ended the quarter with headcount of approximately 51,550 and an organic decrease of 6.5%. Our office and other direct expense increased as a percent of net revenue by 120 basis points to 16%. Occupancy expense decreased by 10 basis points as a percent of net revenue, but all other office and other direct expense increased by 130 basis points, mainly due to higher levels of investment in technologies driving the enhancement of our services and the transformation of our company. Our SG&A expense was 2 percent of net revenue, compared with 1.7 percent a year ago, with Omnicom deal costs contributing to the increase in the quarter. Turning to slide seven, we present detail on adjustments to our reported first quarter results in order to give you better transparency and a picture of comparable performance. This begins on the left-hand side with our reported results and steps through to adjusted EVTA and our adjusted diluted EPS. Our expense for the amortization of acquired intangibles in the second column was $20.4 million. Charges for restructuring were 203.3 million. Deal costs pertaining to the planned acquisition by Omnicom were 4.8 million. Below operating expenses, our net loss due to the sales of non-strategic businesses was 36.4 million. At the foot of this slide, you can see the after-tax impact per diluted share of each of these adjustments. which bridges the first quarter diluted loss per share, as reported, of 23 cents to adjusted earnings of 33 cents per diluted share. On slide eight, we turn to our cash flow for the first quarter. Cash used in operations was 37 million, compared with 157.4 million a year ago. As a reminder, our operating cash flow is highly seasonal, we typically generate significant cash from working capital in the fourth quarter and use cash in the first quarter. During this year's first quarter, our working capital use was historically low at 86.1 million. It's worth noting that cash from operations before working capital changes was 49.1 million in the quarter. In our investing activities, we used 58.2 million in the quarter for acquisitions and CapEx. Our financing activities in the quarter used $248 million, primarily for our common stock dividend and share repurchases. Our net decrease in cash for the quarter was $319.8 million. On slide nine is the current portion of our balance sheet. We ended the quarter with $1.9 billion of cash and equivalents. Slide 10 depicts the maturities of our outstanding debt and our diversified maturity schedule. Total debt at quarter end was $3 billion, and our next scheduled maturity is not until 2028. In summary, our strong financial discipline continues, and the strength of our balance sheet liquidity means that we remain well positioned both financially and commercially. And with that, I'll turn it back to Philippe.

As we've mentioned, the results we're reporting today are consistent with our forecast coming into the year. Against the net account headwinds driven in large part by three significant losses in 2024, the underlying business is sound, with growth of between 1 and 1.5 percent on a net basis. Notable strength was evident in our media offering, where we've been building proprietary trading capabilities. Other areas of growth included Deutsche, Golan, our IPG-level production unit, and Axiom. The impact of our large reversal with a healthcare client in the consumer advertising space in 2024 weighed on FCB and IPG Health, which otherwise showed solid top-line performance. In terms of profitability, we continue to demonstrate discipline. As you can see in our margin delivery, adjusted for the cost of the transformation program that we're undertaking. And specific to that program, we made a strong start to the restructuring efforts in both corporate functional areas as well as centers of excellence focused on delivery of services to clients. The benefits of that program look as if they will exceed our initial forecast, with the upside accruing to the newly merged company once our transaction with Omnicom is complete. Since as we said earlier, there's almost no overlap between our efforts and the cost synergies that have been outlined as part of the integration of the two companies. Turning now to specific highlights from the quarter, operationally we've entered the year with a kind of consistently strong levels of industry recognition that we're known for and which validate the competitive strength of our offerings. On Fast Company's list of most innovative companies which was announced during the first quarter, IPG was better represented than any other holding company group with five of our agencies at the top of this ranking including FCB, Golan, Martin Agency, McCann and Webber. Just last week, we announced the appointment of a global head of AI commerce to advance our delivery of agentic commerce solutions a new offering that enables clients to grow profitable share across omnichannel media. The remit for this role includes integrating market-wide data signals provided by intelligence node, the acquisition we announced late last year, into these platforms and deepening our strategic partnerships with key players in the commerce ecosystem to create a more robust and cohesive suite of commerce solutions for our clients. This strategic move underscores our commitment to leveraging AI to enhance commerce and deliver superior results for our clients. The combination with Omnicom and their complementary capabilities, like their Flywheel platform, will further position us as a leader in innovation that can drive sales and business results for marketers in the commerce space. During the quarter, we also launched AI Console, a personal AI agent available to all of our employees. AI Console is part of our Interact marketing platform that enhances productivity by enabling users to create custom AI agents for the full range of capabilities we provide for our clients, such as summarizing media plans, drafting press releases, and generating image mockups, to name just a few examples. Beyond the foundational use cases that media brands and Axioms have pioneered for us in AI through our Interact software platform, there are now thousands of interpublic practitioners using Interact and soon AI Console to leverage AI to improve efficiency and creativity across all areas of our business. Within our MD and E solutions, I mentioned Axiom, which saw renewals in the quarter and new business wins with clients in the telco, CPG, financial services, insurance and healthcare sector. Nielsen and Axiom also announced a new collaboration whereby Nielsen will sync Axiom Real ID into their system for cross-platform and data-driven linear media. Axiom and Snowflake signed an expanded multi-year partnership agreement to power cloud modernization and data collaboration. as well as AI for leading brands. This allows clients to maximize the power of their first party data in marketing while safeguarding privacy and security. Media brands, as you've heard, posted strong growth in the quarter due to good regional new business across global markets and at all three of our media agency brands. Media Post also named IPG Media Brands as its Media Agency of the Year, and Media Brands and UM are finalists for Campaign's Global Agency of the Year awards. In the IAC segment, we shared previously that as part of its global consolidation review earlier this year, Kimberly-Clark expanded its partnership with Interpublic with an integrated holding company solution led by FCB. FCB retained its top position in the One Club for Creativity's Global Creative Rankings. This was announced earlier in the quarter and FCB finished 2024 as Agency Network of the Year and FCB New York was again named Global Agency of the Year. In our healthcare space, IPG Health was named Network of the Year by Advertising Health and a number of its agencies led across a range of award categories and in the agency of the year distinctions. Forrester released its 2025 evaluation of marketing creative and content services and McCann was recognized in that ranking as a strong performer setting the standard for creative vision with its mission to build enduring platforms through its truth well told methodology. Among our US-based creative agencies, The Martin Agency saw wins in Q1 with Hershey's and Ulta Beauty. And Deutsche earned a spot on Adage's prestigious 2025 A-list. Within our SC&E segment, Weber Shandwick recently launched the Weber Advisory, which is an integrated data and technology-enabled corporate advisory powered by our AI and tech platforms. This integrates Axiom's data spine to transform how organizations use data, technology and AI in their earned, owned and social media campaigns. IPG, Axiom and a number of leading social networks are also collaborating to develop capabilities designed to help marketers identify relevant and engaging creators and influencers and match them with their specific target audiences. This solution leverages Axiom's real identity to address the challenges of effective creator identification. By focusing on audience engagement, we're able to improve business outcomes in this high-growth area. At the PR Week Awards, Weber was named Agency of the Year and Golan won a range of awards including Best Promotional Event for Grubhub, Best in Arts, Entertainment, Sports and Media for Verizon, Best in Employee Engagement for McDonald's and Best Global Campaign again for McDonald's. In the experiential marketing space, campaign named Momentum is Experiential Agency of the Year for the second year running. The agency created a heralded ultimate fan experience in the final four with Coca-Cola, Powerade, and Geico. Octagon continues to excel in sports and entertainment, which is an area that is highly differentiated for interpublic and part of a sector within marketing that continues to grow in importance. The agency recently secured landmark partnerships for Bank of America and the Home Depot with U.S. Soccer following their inaugural partnerships with FIFA for the 2026 World Cup. These multi-year agreements represent two of the largest long-term investments in US soccer history. Pivoting now and looking forward, we did not see anything in the first quarter or in April that would cause us to reconsider our expectations for the year, but we remain focused on delivering against the revenue and margin targets shared with you on our call in February. Strong Q1 growth at a number of our agencies mitigated the impact of the three large 2024 losses that, as we've indicated, will mute organic revenue performance this year. And in terms of profitability and cost management, we had begun to right-size over the course of 2024 with associated elevated expense and have now made strong progress in the transformation program we announced at the beginning of the year, which speeds our progress on strategic centralization and platforming. The macro is increasingly volatile, however, but we are staying very close to our clients as they plan for contingencies in light of the rapid pace of change and resulting uncertainty that we are all seeing. As we've seen in past periods when confronted with challenging economic crosscurrents, the impact on our clients can vary widely. Some client industry sectors benefit from greater flexibility in their own operating models or greater access to localized or alternative sourcing or geographic exposure that can be beneficial in relative terms. Though consumer sentiment has been resilient to date, confidence is not at the levels we were seeing at the end as we entered the year. For many marketers, that may require a shift in products and services and the potential for the greater emphasis on value. With our great resources in terms of talent, technology and data, We are well positioned to help our clients should they need to activate a shift in focus, channels, and marketing activity. And as clients look to invest in marketing that directly impacts sales, Axiom is a key factor in how we can help businesses win. With this data foundation, our agencies and clients are operating on InfoBase, the world's largest, most secure, and most trusted core identity resource outside the walled gardens. Companies can get a single view of the consumer which in turn leads to increased precision and personalization in all marketing disciplines leading to conversion with customers. Some of our competitors are prone to soundbite commentary when it comes to the benefits of their approaches or assets in the data space. Yet, despite what they claim, there is no better data asset than Axiom when it comes to delivering precision, transparency and trust. Axiom maintains direct integrations with a full range of media publishers, DSPs, SSPs and marketing technology platforms. giving it end-to-end connectivity across the entire media and tech ecosystem. We align the cadence of data refresh to the source systems of data that are relevant to a specific client and marketing situation, which means we refresh data anywhere from real-time to weekly, depending on the data type and use case. And through our proprietary Axiom assets and our connected tech platform ecosystem, we reach virtually every addressable person and audience globally. The noise about reach as a percentage of global population is just that. What's key to sophisticated marketers is calibrating the right message to the right audience in the most effective omnichannel environments, whether that's paid media, the earned world of influencers, retail media networks, or clients-owned properties and channels. In partnership with leading social media networks, we help clients identify the brand-safe creators and influencers with the highest relevance and business impact for their growth audiences. So, Axiom's data and tools are Real ID identity resolution capabilities combined with interpublic agency expertise are what help us deliver measurable ROI. And that's vital in the current environment, which is why interpublic continues to be a trusted partner at the heart of the growth agenda for many of the world's most ambitious businesses. In terms of the acquisition by Omnicom, both companies garnered very strong support in our shareholder votes. and you know that we've cleared the regulatory bar in five jurisdictions. Across the board, clients continue to share that they're looking forward to the benefits we will be able to deliver to them once our resources, geographic strengths, and company cultures come together to create an unmatched portfolio of talent, services, and products. Our complementary capabilities will be underpinned by the most advanced sales and marketing platform in the industry, supercharging our creativity and delivering superior data-driven outcomes for the brands we work with. We remain confident regarding the completion of the deal in the second half of 2025, as well as in the value that the new entity can create for all our stakeholders. With that, I'd like to thank our partners and our people for their continued support and those of you on this call for your time. Let's now open the floor to questions.

Thank you. To ask a question, please press star 1, unmute your phone, and record your name clearly. If you need to withdraw your question, press star 2. Again, to ask a question, please press star 1. One moment for the first question. Our first question comes from David Karnofsky of JPMorgan. Your line is open.

David Karnofsky Hi, thank you. if you could dig in a bit more on the types of conversations you're having with clients right now, kind of recognizing that's going to differ a lot based on the vertical and geography. And I'm curious how marketers are thinking about deploying media spend. I know you mentioned no mark change in activity, but kind of assuming that's a comment on overall levels. Are you seeing any shifts within total outlays? So, for instance, are clients pulling dollars from brand channels? an end to performance or, you know, maybe putting greater reliance on, you know, principal media buying, just given the uncertainty. Thanks.

Sure.

No, I mean, we haven't seen that change. So I think if you were to strip it back, as you asked the question, the media market has been steady thus far into April. So we're basically not seeing the shifts you're talking about. And so kind of existing trends unchanged. kind of across all of the channels, whether that's linear, digital, streaming, or otherwise. I think that the conversations with clients go to some of what I tried to outline in the prepared remarks, which is that everybody is sort of polling, monitoring for sentiment. I think the consumer's been resilient thus far. Obviously, the rate at which the sort of policy uncertainty clearly is something that everybody kind of filters through whatever they're thinking about, right? So if you think about groups with international sourcing, sort of client organizations, they're thinking about We've had something happen a few years ago where everybody thought about their supply chain. And as you remember from that, the supply chains were resilient for quite some time. Then you think about specific industry sectors that might also be impacted. But at this point, it's what we said, which is that you've got clients thinking about contingencies. We're going to sort of look bottoms up. I mean, when you think about prior cycles, if the economy slows, from a discipline standpoint, where would we see it? We would see it in projects because they're somewhat more discretionary. To your point, we might see it at kind of digital spend that you can action more quickly. But at this point, everybody is very focused and everybody's trying to understand when there'll be some measure of clarity. And the changes are fairly significant and they happen on a sort of weekly, if not, you know, quicker than that basis. So I can't really give you more than, than either how we're thinking on the media side, what are we seeing on the consumer side? What are we seeing specific to clients and, and their industry, their sector, their business model, and everybody's clearly focused on it. And there are a lot of discussions about what, what it is that is available to us. Are we seeing significant moves to your point? to different channels or different tactics, disciplines, not at this point.

Okay. Thanks for that. And then just can you expand a bit on the SC and E segment in the quarter? I think Ellen noted experiential off. I know events can be choppy, but it's also, you know, we would think one of the more discretionary offerings you have. So just wanted to understand a bit better the trend in that segment relative to the, you know, prior several quarters.

Look, I mean, I think choppy is a good word for it. I mean, everything is clearly choppier. It is the segment in which you would see more projects spend. Those are, you know, I think we called out for you that, you know, PR grew. Golan was the key driver of that. And what you then have are three businesses that are, you know, not, don't have such scale that you don't have specific client client-specific events that would kind of drive that contraction. I don't know if Ellen has any.

The only thing I would add to that is their performance was, you know, as we had expected entering the year, subsistence. So there was nothing that changed due to the macro that we're talking about.

Excellent clarity.

Thank you. All right.

Thank you.

Our next question comes from Jason Besanay from Citi. You may go ahead.

I just had a quick question on working capital. You called out that low capital use in the first quarter. But I was just going back to my model. I haven't seen a number that low in over 20 years. So can you just unpack that a bit? Has anything changed in the way you're running the business? Or is it account loss related? Or what drove such a small number?

First of all, thank you for the question, and thank you for noting the historical low. However, as we say every quarter, working capital is volatile. We're very disciplined on how we manage it. That doesn't change from quarter to quarter, from when we onboard a client to the management of payables, extreme discipline and really consistent processes. It's just volatile, and whether you get paid on the 30th or the 31st or the 1st or the 2nd, makes a big difference. This quarter there was a slight influence from the restructuring that benefited a little bit, but it still was a low. But I don't think anything structurally changed. I think you will see the volatility continue.

Okay. Thank you. Thank you.

Thank you. Our next question comes from Cameron McVey from Morgan Stanley. You may go ahead.

Hi, thanks. Just had a couple. Hey, Cameron. Yeah, I was curious how you would characterize the pricing environment and how you're thinking about how pricing power is trending in the industry and at IPG specifically. And then secondly, just the latest on any potential client conflicts you may have seen with the transaction with Omnicom and whether that has impacted the guide or expectations at all. Thanks.

On the latter, I mean, we are now five months in, right? And I think that we've been clear throughout that the industry's come a long ways relative to the conflict issue, the nature of what we do. The services we bring kind of were core to how companies do more than, quote, advertising, but ultimately really how they go to market across industries. a range of marketing and sales channels. So at this point, we've not seen anything in that regard. You know, it's hard not to then be superstitious and say, hold on a minute, why'd you ask me that question? But clients, as we've said throughout, are very supportive, right? They see that there are going to be meaningful benefits, whether it's in terms of the range and sophistication of offerings, you know, inclusive of media, which maybe goes to the question you asked, the first part of your question, the geographic complementarity, just a lot of the things that we've called out about the benefits of bringing a range of capabilities that is both very, very broad and very, very forward-looking and then being able to continue to invest behind those. So, you know, as we said, we stay close to clients independent of the macro. But so far, all the signals there are positive. And then on your pricing question, I think we've been answering versions of that question for some time as an industry, right, where there was the kind of, hey, to what extent is procurement a part of the conversations? To what extent do you have to demonstrate to clients that they're getting better, but they're also getting better with the benefits of efficiencies? So I don't know that we're seeing anything, and I'll happily ask Ellen to jump in on this, but I don't think we're seeing anything that is sort of out of line with a sort of fairly longstanding trend line for the industry.

No, I completely agree. It's been competitive and it remains competitive, but that's just part of the business.

Got it. Thank you. Thank you.

Thank you. Our next question comes from Michael Nathanson from Moffitt Nathanson. You may go ahead.

Thank you, Michael. Good morning, Phil. I have a question for you. I asked John this question as well. Given the opportunity to create a bigger and better company, I kind of wonder what's new business activity look like in terms of pitches? I would think as clients await this combination, I would hold off looking for new partners. So can you talk a bit about the environment you're seeing, the new business activity for you all? And then for Ellen, on the headcount changes, Is there any way to mention how much of that is organic versus tied to dispositions of those assets? Thanks.

All right. I'll let Ellen take that one, and then I'll jump back in.

Sure. We've said that the organic change was 6.5%. So that was part of the prepared remarks. And we are very focused as part of our transformation efforts on many things and many ways of becoming more efficient. Part of that is a focus on greater centralization. We began that process well over a year ago by implementing common systems and technology, and now we're moving from a much more of a federated approach to a much more centralized operating model for many of our support functions, including finance, HR, and IT. We're also really looking at standardizing processes and creating centers of excellence, which will continue to yield greater efficiencies and give us more of an opportunity to focus on right shoring. In addition, on the agency side, we're really focused on driving platform benefits in key client-facing areas, such as production and analytics. And we're streamlining and simplifying certain of our organizational structures, really optimizing spans and layers of management. So that's really where you're seeing the organic change coming from.

On your question around kind of new business, I think what's interesting is that new business is definitely the environment is, I'd say, sort of moving along. It's kind of happening at a level that's sort of a mid-range level. I think the macro might play a role as well in that if you sort of think about when we've gone through more challenging economic cycles. And given that there's a lot of uncertainty out there right now, um, it, it does beg the question is about whether or not, um, a marketer wants the incremental sort of, you know, challenge of, of changing partners or assessing partners. Um, and then as I think you've probably heard or read John and I've spent, um, some time with the intermediaries who clearly run a lot of those processes so that there can be clarity on their part in terms of kind of how we see the world and ultimately the ways in which the combined company will stand out. And as we've said, we believe we'll bring an unmatched set of capabilities and skills. But we've also reiterated that in the interim and until such time as we get all the way through regulatory, it's business as usual. And so if you are going to be in market, you clearly should consider both companies. Interestingly, I guess I misspoke, because as we were here, we just cleared sixth. So Singapore just gave us the green light. So I would say that new business activity industry-wide is solid. TBD, whether or not the macro will impact it. And then clients are pretty thoughtful. They're very sophisticated, and they understand what the benefits will be slash could be when our companies come together. And if that informs their decision about how and when to think about, you know, who their partner should be, that's clearly a decision that they will make. But we're not seeing dramatic change based on that. Thanks. Sure.

Thank you. Our next question comes from Daniel Osley from Wells Fargo. You may go ahead.

Thank you. A question on margin. How should we think about the margin impact of the restructuring actions you've taken to date, and we'll see over the remainder of the year, and how much of the run rate savings will you capture in this fiscal year? And then as a follow-up, you know, what areas drove the upside to the restructuring savings target?

I'll let Alan start.

Sure. So... When we announced the transformational efforts or the restructuring in February, we said the in-year savings would be 250. We've now increased the amount of the expected charge to 300 to 350. And on a run rate annualized basis, we're also increasing the benefits we're seeing to at least three to 350, which we say will accrue to the newly larger organization. And there's very little duplication I'll add with the 750 that is related to the Omnicom acquisition. We are just, you know, all the areas that I outlined, we're just seeing more opportunities and we're moving at speed to achieve them. So whether that's the centralization, whether that's optimizing spans and layers of management, whether that's streamlining, more opportunities to reduce our real estate footprint, as well as rationalizing underutilized assets. So the more we're getting into the transformation efforts, the more opportunity we're finding and we're moving at speed to capitalize on them.

There's nothing that new in terms of an area of focus for us in terms of where we're centralizing, how we're standardizing, kind of where we're thinking about offshoring or what you could refer to as platforming. It's just that as the work has begun, We've just seen more opportunity to rethink whether it's structures or really whether it's ways of working. Thank you.

Thank you.

Thank you. Our next question comes from Julian Rock from Barclays. You may go ahead.

Yes, good morning, Philippe, Hélène, Jerry. Thanks for taking my questions. No strategy, only numbers. So can we have an idea of how much of the 3 to 350 restructuring is cash versus non-cash? Looks like it was around 50-50 in Q1, but for full year and for next year. First question, then when will this cash restructuring take place? Only in 25 or some in 26? Can we have an idea of the phasing? And then an idea of the timing of the benefits between 25, 26, and 27. And then on FX, if the rate or the exchange rate don't change at all for the rest of the year, can we have an idea of the impact Q2, Q3, Q4? Thank you.

Good morning. I'll start with the FX, which if the rates continue, we're projecting about negative 60 basis points for the full year. As far as the timing of the savings and cash and non-cash, I'll start with cash and non-cash first. I would expect the ratio that you saw in Q1 to continue through the full program. We're expecting to complete our program by the end of the year with the majority of the expense takeout or the charges to be realized in the first half. The savings for the in-year are, we believe, as we originally, but with larger savings on run-right basis in 26 and beyond. They are structural savings, so they should be enduring.

Yeah, they're structural. Okay, but we're not going to get the whole 300 and 350 in 26, right? I mean, if you had to venture, how much of that we'll get in 26 versus later?

The approximate savings 250 is what we're saying for 25, and the 300 to 350 should be in 26.

And recurring beyond.

Exactly.

Okay, so we get the whole benefit from 26, and then obviously same number going forward. Okay, all right. Thank you very much. Thank you.

Thank you.

Thank you. Our last question comes from Craig Huber of Huber Research Partners. You may go ahead.

Craig. Thank you. Hey, good morning. Thank you. I know we only have a few minutes here. Can you just update us on your AI efforts? How are you feeling about that in terms of services enhancements, product enhancements versus cost savings? Are you seeing those AI cost savings in the quarter we just finished? Thank you.

I think Ellen can speak to, you know, if you're asking on the efficiency side, and then obviously I'm happy to talk about how it's integrated or sort of add to what was in the prepared remarks about kind of how it's being integrated on the capabilities and client-facing side.

Yeah, I mean, as we're moving to more common systems, I mean, AI is a component of that. I think you will still see, I think it's still early stages, right? Right. We're baking it into as many places as we can. We've had training across a lot of the corporate groups to really stimulate intellectual curiosity on all the different use cases. We're using it in our shared services centers to automate more processes. But as we continue to standardize and move into right shoring, there will be more and more AI capabilities baked in. So I say we're seeing some, but it's still earning early innings and there's a lot more to come.

And then on the client service capability product side, we've talked about this in the past, and I know you've paid close attention to, in the Axiom business and across media brands, the technology, whether it was machine learning or otherwise, is something that's really been core to what we've been doing for a number of years. The impact of Gen AI, the rate of adoption across the group has been, you know, I think increasing quite dramatically in the last six to 12 months. I called out something that, you know, I actually just spent some time with some clients on the earned social side and how it's really become core to how we're going to market in that whole part of the sector of the business. I think across the consumer ad agencies, whether at an FCB, at a Deutch, at McCann, you're definitely seeing it being incorporated into a broad range of everything from the way in which we do strategy work and define audience opportunities so that it's really a business conversation with a client all the way through to the kind of smart production and delivery of content And then, you know, the ability to then track that content and understand how consumers are interacting with that content, which I think is interesting because it will, you know, increasingly open the opportunity for more accountability and more signal back, and therefore on the creative sides of the business, I think a revenue model that's more performance-based. So I think we're pleased at the degree to which AI is being incorporated, to Ellen's point, on the processes, how we run the business, but also the delivery of, of service and product to clients.

Great. Thank you both.

Thank you. I think I understood that to be the last question. So as I said, um, we appreciate the attention. Um, we look forward to updating you again in a couple of months time. And, uh, You know, a lot can happen in those few months, so everybody here will be very focused on what we laid out, which is just our clients and delivering for them. Thank you.

Thank you. This concludes today's conference. You may disconnect at this time.