Transfer Agent and Registrar for Common Stock The transfer agent and registrar for our common stock is: Computershare Shareowner Services LLC 480 Washington Boulevard 29th Floor Jersey City, New Jersey 07310 Telephone: (877) 363-6398 Sales of Unregistered Securities Not applicable.
Repurchase of Equity Securities The following table provides information regarding our purchases of our equity securities during the period from October 1, 2014 to December 31, 2014.
## Table 0 ##
1 Included shares of our common stock, par value $0.10 per share, withheld under the terms of grants under employee stock-based compensation plans to offset tax withholding obligations that occurred upon vesting and release of restricted shares (the “Withheld Shares”).
We repurchased 5,413 Withheld Shares in October 2014, 4,266 Withheld Shares in November 2014 and 105 Withheld Shares in December 2014.2 The average price per share for each of the months in the fiscal quarter and for the three-month period was calculated by dividing the sum of the applicable period of the aggregate value of the tax withholding obligations and the aggregate amount we paid for shares acquired under our stock repurchase program, described in Note 5 to the Consolidated Financial Statements, by the sum of the number of Withheld Shares and the number of shares acquired in our stock repurchase program.3 In February 2014, the Board authorized a new share repurchase program to repurchase from time to time up to $300.0 million, excluding fees, of our common stock (the “2014 share repurchase program”).
On February 13, 2015, we announced that our Board had approved a new share repurchase program to repurchase from time to time up to $300.0 million, excluding fees, of our common stock.
The new authorization is in addition to any amounts remaining available for repurchase under the 2014 share repurchase program.
There is no expiration date associated with the share repurchase programs.
Management’s Discussion and Analysis of Financial Condition and Results of Operations – (continued) (Amounts in Millions, Except Per Share Amounts) During 2013, CMG revenue increased by $99.0 compared to 2012, comprised of an organic revenue increase of $96.3.
We had growth in the domestic market, with our organic revenue increase primarily due to net client wins and net higher spending from existing clients across all disciplines, most notably in our events marketing and public relations businesses.
The international organic revenue increase occurred primarily in our public relations business and was predominantly in the Latin America region, most notably in Brazil, and in the Asia Pacific region, primarily in China.
Mostly offsetting the international organic revenue increase was an organic revenue decrease in the United Kingdom, due to a decrease in our events marketing business which in the prior-year included work performed for the London Olympics, and in the Continental Europe region due to a continued challenging economic climate.
SEGMENT OPERATING INCOME
## Table 1 ##
1 Segment operating income and operating margin exclude restructuring and other reorganization-related reversals of approximately $0.5 and $0.3 for the years ended December 31, 2014 and 2012, respectively, and charges of approximately $4.5, for the year ended December 31, 2013.
See “Restructuring and Other Reorganization-Related Charges (Reversals), net” in Management’s Discussion and Analysis of Financial Condition and Results of Operations and Note 8 to the Consolidated Financial Statements for further information.
Operating income increased during 2014 when compared to 2013 due to an increase in revenue of $113.1, partially offset by increases in salaries and related expenses of $70.8 and office and general expenses of $18.9.
The increase in salaries and related expenses was due to an increase in base salaries, benefits and temporary help, primarily attributable to increases in our workforce, most notably at our public relations business, to support business growth, as well as increases due to acquisitions in 2014.
Office and general expenses increased primarily due to higher occupancy costs and increased spending to support new business activity and increases due to acquisitions during 2014.
Operating income increased during 2013 when compared to 2012 due to an increase in revenue of $99.0, partially offset by increases in salaries and related expenses of $38.8 and office and general expenses of $36.8.
The increase in salaries and related expenses was primarily attributable to increases in our workforce across most disciplines, primarily at our public relations business to support business growth.
Office and general expenses increased primarily due to higher production expenses related to pass-through costs for certain projects where we acted as principal that increased in size or were new during 2013.
CORPORATE AND OTHER Certain corporate and other charges are reported as a separate line item within total segment operating income and include corporate office expenses, as well as shared service center and certain other centrally managed expenses that are not fully allocated to operating divisions.
Salaries and related expenses include salaries, long-term incentives, annual bonuses and other miscellaneous benefits for corporate office employees.
Office and general expenses primarily include professional fees related to internal control compliance, financial statement audits and legal, information technology and other consulting services that are engaged and managed through the corporate office.
In addition, office and general expenses also include rental expense and depreciation of leasehold improvements for properties occupied by corporate office employees.
A portion of centrally managed expenses are allocated to operating divisions based on a formula that uses the planned revenues of each of the operating units.
Amounts allocated also include specific charges for information technology-related projects, which are allocated based on utilization.
Corporate and other expenses increased during 2014 by $8.7 to $149.5 compared to 2013, primarily due to higher incentive awards expense resulting from improved financial performance and higher employee insurance costs due to increased claims and regulatory changes, partially offset by lower occupancy costs.
Management’s Discussion and Analysis of Financial Condition and Results of Operations – (continued) (Amounts in Millions, Except Per Share Amounts) Corporate and other expenses increased slightly during 2013 by $3.5 to $140.8 compared to 2012, primarily due to an increase in salaries and related expenses, mainly attributable to higher base salaries, benefits and temporary help, partially offset by lower severance expenses and a decrease in office and general expenses.
LIQUIDITY AND CAPITAL RESOURCES CASH FLOW OVERVIEW The following tables summarize key financial data relating to our liquidity, capital resources and uses of capital.
## Table 2 ##
1 Reflects net income adjusted primarily for depreciation and amortization of fixed assets and intangible assets, amortization of restricted stock and other non-cash compensation, non-cash (gain) loss related to early extinguishment of debt, and deferred income taxes.2 Reflects changes in accounts receivable, expenditures billable to clients, other current assets, accounts payable and accrued liabilities.
Operating Activities Net cash provided by operating activities during 2014 was $669.5, which was an improvement of $76.6 as compared to 2013, primarily as a result of an increase in net income, offset by an increase in working capital usage of $121.5.
Due to the seasonality of our business, we typically generate cash from working capital in the second half of a year and use cash from working capital in the first half of a year, with the largest impacts in the first and fourth quarters.
Our net working capital usage in 2014 was impacted by our media businesses.
Net cash provided by operating activities during 2013 was $592.9, which was an increase of $235.7 as compared to 2012, primarily as a result of an improvement in working capital usage of $283.6, offset by a decrease in net income.
The improvement in working capital in 2013 was impacted by our media businesses and an ongoing focus on working capital management at our agencies.
The timing of media buying on behalf of our clients affects our working capital and operating cash flow.
In most of our businesses, our agencies enter into commitments to pay production and media costs on behalf of clients.
To the extent possible we pay production and media charges after we have received funds from our clients.
The amounts involved substantially exceed our revenues and primarily affect the level of accounts receivable, expenditures billable to clients, accounts payable and accrued liabilities.
Our assets include both cash received and accounts receivable from clients for these pass-through arrangements, while our liabilities include amounts owed on behalf of clients to media and production suppliers.
Our accrued liabilities are also affected by the timing of certain other payments.
For example, while annual cash incentive awards are accrued throughout the year, they are generally paid during the first quarter of the subsequent year.
Investing Activities Net cash used in investing activities during 2014 primarily related to payments for capital expenditures and acquisitions.
Capital expenditures of $148.7 related primarily to computer hardware and software and leasehold improvements.
We made payments of $67.8 related to acquisitions completed during 2014, net of cash acquired.
Management’s Discussion and Analysis of Financial Condition and Results of Operations – (continued) (Amounts in Millions, Except Per Share Amounts) The table below displays the goodwill midpoint of the range for each reporting unit tested in the 2014 and 2013 annual impairment tests.
Our results of the comparison between carrying value and fair value at the average fair value indicated that for the 2014 test there were no reporting units and for the 2013 test there was one reporting unit whose fair value exceeded its carrying value by less than 20%.
## Table 3 ##
Additionally, we performed a sensitivity analysis and reviewed the carrying values compared to the high end and low end of the valuation range.
The table below displays the range of the sensitivity analysis for each reporting unit tested in the 2014 and 2013 annual impairment tests.
For the 2014 test, using the low end of the valuation range, there were no reporting units whose fair value exceeded its carrying value by less than 20%.
For the 2013 test, using the low end of the valuation range, there were two reporting units whose fair value exceeded its carrying value by less than 20%, but not less than 0%
## Table 4 ##
Based on the analysis described above, for the reporting units for which we performed the first step of the quantitative impairment test, we concluded that our goodwill was not impaired as of October 1, 2014, because these reporting units passed the first step of the test as the fair values of each of the reporting units were substantially in excess of their respective net book values.
We review intangible assets with definite lives subject to amortization whenever events or circumstances indicate that a carrying amount of an asset may not be recoverable.
Recoverability of these assets is determined by comparing the carrying value of these assets to the estimated undiscounted future cash flows expected to be generated by these assets.
These assets are impaired when their carrying value exceeds their fair value.
Impaired intangible assets with definite lives subject to amortization are written down to their fair value with a charge to expense in the period the impairment is identified.
Intangible assets with definite lives are amortized on a straight-line basis with estimated useful lives generally between 7 and 15 years.
Events or circumstances that might require impairment testing include the loss of a significant client, the identification of other impaired assets within a reporting unit, loss of key personnel, the disposition of a significant portion of a reporting unit, significant decline in stock price or a significant adverse change in business climate or regulations.
Pension and Postretirement Benefit Plans We use various actuarial assumptions in determining our net pension and postretirement benefit costs and obligations.
Management is required to make significant judgments about a number of actuarial assumptions, including discount rates and expected returns on plan assets, which are updated annually or more frequently with the occurrence of significant events
PART III Item 10.
Directors, Executive Officers and Corporate Governance The information required by this Item is incorporated by reference to the “Election of Directors” section, the “Director Selection Process” section, the “Code of Conduct” section, the “Principal Committees of The Board of Directors” section, the “Audit Committee” section and the “Section 16(a) Beneficial Ownership Reporting Compliance” section of the Proxy Statement for the Annual Meeting of Stockholders to be held on May 21, 2015 (the “Proxy Statement”), except for the description of our Executive Officers, which appears in Part I of this Report on Form 10-K under the heading “Executive Officers of IPG.
” New York Stock Exchange Certification In 2014, our Chief Executive Officer provided the Annual CEO Certification to the New York Stock Exchange, as required under Section 303A.12(a) of the New York Stock Exchange Listed Company Manual.
Item 11.
Executive Compensation The information required by this Item is incorporated by reference to the “Executive Compensation” section, the “NonManagement Director Compensation” section, the “Compensation Discussion and Analysis” section and the “Compensation and Leadership Talent Committee Report” section of the Proxy Statement.
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The information required by this Item is incorporated by reference to the “Outstanding Shares and Ownership of Common Stock” section of the Proxy Statement, except for information regarding the shares of common stock to be issued or which may be issued under our equity compensation plans as of December 31, 2014, which is provided in the following table.
Equity Compensation Plan Information
## Table 5 ##
1 Included a total of 5,866,475 performance-based share awards made under the 2009 and 2014 Performance Incentive Plans representing the target number of shares of Common Stock to be issued to employees following the completion of the 2012-2014 performance period (the “2014 LTIP Share Awards”), the 2013-2015 performance period (the “2015 LTIP Share Awards”) and the 2014-2016 performance period (the “2016 LTIP Share Awards”), respectively.
The computation of the weighted-average exercise price in column (b) of this table does not take the 2014 LTIP Share Awards, the 2015 LTIP Share Awards or the 2016 LTIP Share Awards into account.2 Included a total of 98,877 restricted share units and performance-based awards (“Share Unit Awards”) which may be settled in shares of Common Stock or cash.
The computation of the weighted-average exercise price in column (b) of this table does not take the Share Unit Awards into account.
Each Share Unit Award actually settled in cash will increase the number of shares of Common Stock available for issuance shown in column (c).3 IPG has issued restricted cash awards (“Performance Cash Awards”), half of which shall be settled in shares of Common Stock and half of which shall be settled in cash.
Using the 2014 closing stock price of $20.77, the awards which shall be settled in shares of Common Stock represent rights to an additional 2,721,405 shares.
These shares are not included in the table above.4 Included (i) 29,045,044 shares of Common Stock available for issuance under the 2014 Performance Incentive Plan, (ii) 12,181,214 shares of Common Stock available for issuance under the Employee Stock Purchase Plan (2006) and (iii) 435,259 shares of Common Stock available for issuance under the 2009 Non-Management Directors’ Stock Incentive Plan.

<table><tr><td></td><td>Total Number ofShares (or Units)Purchased<sup>1</sup></td><td>Average Price Paidper Share (or Unit)<sup>2</sup></td><td>Total Number ofShares (or Units)Purchased as Part ofPublicly AnnouncedPlans or Programs<sup>3</sup></td><td>Maximum Number (or Approximate Dollar Value)of Shares (or Units) that MayYet Be Purchased Under thePlans or Programs<sup>3</sup></td></tr><tr><td>October 1 - 31</td><td>5,854,930</td><td>$18.93</td><td>5,849,517</td><td>$159,819,370</td></tr><tr><td>November 1 - 30</td><td>4,266</td><td>$20.29</td><td>—</td><td>$159,819,370</td></tr><tr><td>December 1 - 31</td><td>826,744</td><td>$19.67</td><td>826,639</td><td>$143,559,758</td></tr><tr><td>Total</td><td>6,685,940</td><td>$19.02</td><td>6,676,156</td><td></td></tr></table>
<table><tr><td></td><td colspan="3">Years ended December 31,</td><td colspan="2">Change</td></tr><tr><td></td><td>2014</td><td>2013</td><td>2012</td><td>2014 vs 2013</td><td>2013 vs 2012</td></tr><tr><td>Segment operating income<sup>1</sup></td><td>$161.0</td><td>$137.6</td><td>$114.2</td><td>17.0%</td><td>20.5%</td></tr><tr><td>Operating margin<sup>1</sup></td><td>11.2%</td><td>10.4%</td><td>9.3%</td><td></td><td></td></tr></table>
<table><tr><td></td><td>Years ended December 31,</td></tr><tr><td>Cash Flow Data</td><td>2014</td><td>2013</td><td>2012</td></tr><tr><td>Net income, adjusted to reconcile net income to net cashprovided by operating activities<sup>1</sup></td><td>$831.2</td><td>$598.4</td><td>$697.2</td></tr><tr><td>Net cash used in working capital ²</td><td>-131.1</td><td>-9.6</td><td>-293.2</td></tr><tr><td>Changes in other non-current assets and liabilities using cash</td><td>-30.6</td><td>4.1</td><td>-46.8</td></tr><tr><td>Net cash provided by operating activities</td><td>$669.5</td><td>$592.9</td><td>$357.2</td></tr><tr><td>Net cash used in investing activities</td><td>-200.8</td><td>-224.5</td><td>-210.2</td></tr><tr><td>Net cash (used in) provided by financing activities</td><td>-343.9</td><td>-1,212.3</td><td>131.3</td></tr></table>
<table><tr><td></td><td colspan="2">2014 Impairment Test</td><td></td><td colspan="2">2013 Impairment Test</td></tr><tr><td>Reporting Unit</td><td>Goodwill</td><td>Fair value exceeds carrying value by:</td><td>Reporting Unit</td><td>Goodwill</td><td>Fair value exceeds carrying value by:</td></tr><tr><td>A</td><td>$548.4</td><td>> 50%</td><td>A</td><td>$583.4</td><td>> 25%</td></tr><tr><td>B</td><td>$66.8</td><td>> 85%</td><td>B</td><td>$496.1</td><td>> 660%</td></tr><tr><td>C</td><td>$25.8</td><td>> 180%</td><td>C</td><td>$209.1</td><td>> 35%</td></tr><tr><td>D</td><td>$150.0</td><td>> 55%</td><td>D</td><td>$25.8</td><td>> 255%</td></tr><tr><td></td><td></td><td></td><td>E</td><td>$197.3</td><td>> 30%</td></tr><tr><td></td><td></td><td></td><td>F</td><td>$182.1</td><td>> 50%</td></tr><tr><td></td><td></td><td></td><td>G</td><td>$66.8</td><td>> 10%</td></tr></table>
<table><tr><td></td><td colspan="3">2014 Impairment Test</td><td></td><td colspan="3">2013 Impairment Test</td></tr><tr><td>Reporting Unit</td><td>Goodwill</td><td colspan="2">Fair value exceeds carrying value by:</td><td>Reporting Unit</td><td>Goodwill</td><td colspan="2">Fair value exceeds carrying value by:</td></tr><tr><td></td><td></td><td>Low</td><td>High</td><td></td><td></td><td>Low</td><td>High</td></tr><tr><td>A</td><td>$548.4</td><td>> 45%</td><td>> 55%</td><td>A</td><td>$583.4</td><td>> 15%</td><td>> 30%</td></tr><tr><td>B</td><td>$66.8</td><td>> 80%</td><td>> 95%</td><td>B</td><td>$496.1</td><td>> 600%</td><td>> 700%</td></tr><tr><td>C</td><td>$25.8</td><td>> 170%</td><td>> 190%</td><td>C</td><td>$209.1</td><td>> 30%</td><td>> 40%</td></tr><tr><td>D</td><td>$150.0</td><td>> 45%</td><td>> 60%</td><td>D</td><td>$25.8</td><td>> 240%</td><td>> 275%</td></tr><tr><td></td><td></td><td></td><td></td><td>E</td><td>$197.3</td><td>> 20%</td><td>> 35%</td></tr><tr><td></td><td></td><td></td><td></td><td>F</td><td>$182.1</td><td>> 40%</td><td>> 60%</td></tr><tr><td></td><td></td><td></td><td></td><td>G</td><td>$66.8</td><td>> 2%</td><td>> 20%</td></tr></table>
<table><tr><td>Plan Category</td><td>Number of Shares of Common Stock to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a)<sup>1,2,3</sup></td><td>Weighted-Average Exercise Price of Outstanding Stock Options (b)</td><td>Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))(c)<sup>4</sup></td></tr><tr><td>Equity Compensation Plans Approved by Security Holders</td><td>15,563,666</td><td>9.70</td><td>41,661,517</td></tr><tr><td>Equity Compensation Plans Not Approved by Security Holders</td><td>None</td><td></td><td></td></tr></table>

Question: For 2013 Impairment Test,how much is the value of the Goodwill of C higher than the value of the Goodwill of E?
Answer: 11.8