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United States securities and exchange commission logo
September 19, 2022
Philippe Krakowsky
Chief Executive Officer
The Interpublic Group of Companies, Inc.
909 Third Avenue
New York, New York 10022
Re: The Interpublic
Group of Companies, Inc.
Form 10-K for the
Fiscal Year Ended December 31, 2021
Form 8-K Filed
February 10, 2022
Response dated
September 9, 2022
File No. 001-06686
Dear Mr. Krakowsky:
We have reviewed your September 9, 2022 response to our comment
letter and have the
following comments. In some of our comments, we may ask you to provide
us with information
so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your response to these comments, we may have
additional
comments. Unless we note otherwise, our references to prior comments are
to comments in our
August 18, 2022 letter.
Form 10-K for the Fiscal Year Ended December 31, 2021
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of
Operations, page 19
1. We note your response
to comment 1. Please identify "Credit Agreement EBITDA" as a
non-GAAP measure or
explain why you do not believe the measure represents a non-
GAAP measure. Refer to
Item 10(e) of Regulation S-K.
2. We have reviewed your
response to comment 2 but continue to believe that your
presentation of
operating expense ratios based on revenue before billable expenses is not
appropriate. Please
revise to eliminate the presentation of operating expenses as a
percentage of revenues
before billable expenses. Please note that we will not object to
Philippe Krakowsky
The Interpublic Group of Companies, Inc.
September 19, 2022
Page 2
your presentation of segment EBITA and segment EBITA margin as a
percentage of
revenue before billable expenses since this is your segment measure of
profitability as
long as no totals or subtotals for your combined segment operations
are provided.
Form 8-K Filed February 10, 2022
Exhibit 99.1, page E-11
3. We note your response to comment 3 but do not believe your response
addressed the
concern raised in our comment. Removing the impact of your valuation
allowance
appears to be an individually tailored income tax recognition method.
Please revise your
presentation to remove this adjustment or tell us why you believe it
is not an individually
tailored recognition method. Refer to Question 100.04 of the staff's
Compliance and
Disclosure Interpretations on Non-GAAP Financial Measures.
You may contact Tony Watson at (202) 551-3318 or Linda Cvrkel at (202)
551-3813 if
you have questions regarding comments on the financial statements and related
matters.
FirstName LastNamePhilippe Krakowsky Sincerely,
Comapany NameThe Interpublic Group of Companies, Inc.
Division of Corporation
Finance
September 19, 2022 Page 2 Office of Trade &
Services
FirstName LastName