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1.

We note that at page 8, you state that you must comply with anti-corruption laws, export controls and economic sanctions. You also state that your industry is subject to multiple regulations that could restrict your activities or negatively impact your performance or financial condition, including privacy and advertising regulations. You have not, however, included a summary of these laws, regulations and other matters. In future filings, consider including a summary of the laws and regulations that materially affect your business.

2.	Please revise your analysis to address the significant drivers of segment operating income, including major business wins or losses and practice areas and/ or disciplines that were more profitable than others and the reasons why. In this regard, we note that your analysis appeared to be focused primarily on cost. Refer to Item 303(a)(3)(i) of Regulation S-K.

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3.	We note that in 2016, you experienced a significant net working capital usage primarily attributable to your media businesses. With a view towards an expanded discussion of liquidity, please tell us the nature of the underlying transactions during 2016 which led to your negative working capital balance and how long you expect this trend to continue.

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4.	Please revise your income statement presentation to fully comply with the line item requirements of Rule 5-03 of Regulation S-X.

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1.	Net sales and gross revenues: The Company only has sales from services and as such our revenues are presented as one caption, “Revenue.”

2.

Costs and expenses applicable to sales and revenues: We consider all of our operating costs to fall within the “cost of services” category, the most significant of which is Salaries and Related Expenses, which comprised 73% of our total operating expenses for the fiscal year ended December 31, 2016. There remain no other individual operating expense categories material enough to require separate presentation; and as such, we aggregate those costs into “Office and general expenses,” which accurately describes the nature of these costs.

3.	Other operating costs and expenses: Not applicable as all operating expenses are presented, as explained under 2, above.

4.	Selling, general and administrative: Not applicable as all operating expenses are presented, as explained under 2, above.

5.	Provision for doubtful accounts and notes: We do not consider this amount to be material and therefore it is included within “Office and general expenses.” This amount is further included on the Consolidated Statement of Cash Flows and disclosed in Note 5, Supplementary Data.

6.	Other general expenses: We do not consider this amount to be material and therefore it is included within “Office and general expenses” as well as disclosed in Note 5, Supplementary Data.

7.	Non-operating income: This amount is presented net with Item 9 as “Other expense, net.” “Interest income” is stated separately. Material components of both non-operating income and expense are presented in Note 5, Supplementary Data.

8.	Interest and amortization of debt discount and expense: This is presented as “Interest expense” and is inclusive of the amortization of debt discount.

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9.	Non-operating expenses: This amount is presented net with Item 7 as “Other expense, net.” Material components of both non-operating income and expense are presented in Note 5, Supplementary Data.

5.	We note your statement that “IAN’s operating divisions share similar economic characteristics and are similar in other areas, specifically related to the nature of their services, the manner in which the services are provided and the similarity of their respective customers.” To help us understand how you applied the guidance in FASB ASC 280, please provide us with the following information:

a.	the operating divisions within IAN which may be characterized as operating segments;

b.	a comparison and contrast of the IAN operating segments relative to the areas listed in ASC 280-10-50-11(a) to (e);

c.	your consideration of differences among the IAN operating segments and why you determined that disaggregation was not warranted;

d.	how the primary service offering of each operating segment and respective brand distinction are considered in your aggregation analysis;

e.	each operating segment’s historical and projected revenues, gross margin, operating margin, and measure of segment profitability; and

f.	how CMG’s service lines are similar to those offered by IAN (per your disclosure).

a.	The operating divisions within IAN that the Company characterizes as operating segments are McCann, FCB, MullenLowe, IPG Mediabrands, Hill Holliday, Carmichael Lynch, Tierney, R/GA, Huge, and Deutsch.

b.

The operating segments within IAN provide a comprehensive array of global communications and marketing services, each offering a similar range of services for our clients. Our operating segments include our Global Networks (McCann, FCB, MullenLowe and IPG Mediabrands), which operate worldwide. Our Integrated Agencies (Hill Holliday, Carmichael Lynch, Tierney, R/GA, Huge, and Deutsch) are primarily domestic and provide a full range of advertising, marketing communications

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a.	Nature of products and services: All operating segments within IAN provide communications and marketing creative services to clients. These services are designed to distribute a message about a particular company and/or its products or services. In addition, all operating segments have media offerings with capabilities in media planning, research, negotiating and buying.

b.

Nature of production process: The production process, which principally revolves around the planning and execution of advertising programs in various media and the planning and execution of other marketing and communications programs, is similar for all operating segments in IAN in that employee salaries and related expenses, direct service costs and occupancy costs are the primary components of the total costs incurred by each operating segment to service clients. It is also common for agencies to target the same prospective employees and for employees to move between agencies, including within IAN, working in similar capacities.

c.	Types of customers: Customers for all IAN operating segments are composed of companies who want to deliver a message about their company and/or products or services. These clients include both local and multinational companies and are

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d.	Method of distribution: The final products of the advertising, communications and marketing professional services provided by all IAN operating segments are distributed through a media outlet, be it digital, print, television, radio, public event or other.

e.	Nature of regulatory environment: Generally, all of Interpublic’s operating segments are subject to the same laws and regulations, and specifically may be subject to regulation based on a client’s industry or business. Laws and regulations apply to all Interpublic businesses operating in applicable jurisdictions.

c.

Differences among IAN operating segments primarily relate to size, which range from large, multinational networks to domestic-only agencies; however, the nature of the services provided remains similar. Additionally, operating margins of each of the operating segments may vary due to the distribution of an operating segment’s business between international or domestic locations, the impact of global or local economic conditions on certain industries, the spending levels of certain clients or the gain or loss of client(s). Our Integrated Agencies are primarily domestic and, as a result, tend to have slightly higher margins than the Global Networks overall. However, the average operating margin of the domestic agencies within our Global Networks is higher and more consistent with the margins of the Integrated Agencies. For each of these reasons, we determined that disaggregation was not warranted.

d.	The primary service offering of each operating segment is a comprehensive array of communications and marketing services. Although each of the IAN operating segments maintains its own respective brand distinction, the service offerings remain similar across all IAN operating

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e.

We reviewed the long-term financial performance and economic characteristics of the operating segments within IAN to determine if they were comparable by evaluating historical, current, and projected operating income margins. Revenue levels of our operating segments are not comparable due to their varying sizes; however, revenue growth is similarly impacted by economic factors and industry trends. The operating margins of each of the operating segments may vary due to global economic conditions and the service mix of client spending as noted above. Our Integrated Agencies are primarily domestic and as a result tend to have slightly higher margins than the Global Networks overall. However, the operating margins of the domestic agencies within our Global Networks are higher and more in line with the margins of the Integrated Agencies. We determined that operating margin is the appropriate metric of segment profitability to measure performance of operating segments as this is a key metric reviewed by our CODM (our CEO) and presented to the Audit Committee and Board of Directors.

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f.

The agencies we include within our CMG segment specialize in distinct marketing specialist services, and these services have a different distribution model and margin structure than the primary business offerings of the agencies within IAN. CMG agencies share some similarities with service lines offered by IAN. In the carrying out of its primary service offerings (including public relations, meeting and event production, sports and entertainment marketing, corporate and brand identity, and strategic marketing consulting), traditionally called “below the line” services, CMG will also provide, to a lesser extent, similar services to those operating segments of IAN, such as creative services, media buying and planning, production, etc. CMG services are typically included in separate budgets than services provided by IAN and are also often managed by different client functions. Each of our operating segments provides a comprehensive array of advertising and marketing services for our clients, and commingling of services may occur; however, the vast majority of services provided by CMG, margin structure, and distribution model remain dissimilar to those of IAN, warranting separate segment presentation.

6.	Please disclose the revenues from your service offering by primary discipline. Refer to ASC 280-10-50-40.

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7.	We note your presentation of “Adjusted Results” which constitutes a non-GAAP measure. Please caption this measure as non-GAAP or state in a related footnote that it is a non-GAAP measure. Additionally, please state why this information is useful to investors and how it is used by management. Refer to Item 10(e)(i)(C)-(D) of Regulation S-K and Instruction 2 to Item 2.02 of the Form 8-K.

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