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United States securities and exchange commission logo
August 18, 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
Fiscal Year Ended December 31, 2021
Filed February 22,
2022
Form 8-K Filed
February 10, 2022
File No. 001-06686
Dear Mr. Krakowsky:
We have reviewed your filings 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.
Form 10-K for Fiscal Year Ended December 31, 2021
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of
Operations, page 19
1. Your disclosure of "net
income adjusted to reconcile to net cash provided by operating
activities" on page 31
and "Credit Agreement EBITDA" on page 35 appear to be Non-
GAAP measures. Please
revise to include the disclosures required by Item 10(e)(1)(i) of
Regulation S-K with
respect to these Non-GAAP measures or explain why you do not
believe this is
required.
2. We note your disclosure
of operating ratios based on "net revenues" as opposed to total
revenue. Please revise
to remove all presentations and discussions of statement of
operations line items
as a percentage of revenue before billable expenses or use total
revenues in the
denominator instead. This would include your presentation of the
Philippe Krakowsky
The Interpublic Group of Companies, Inc.
August 18, 2022
Page 2
measures "operating margin on net revenue" and "adjusted EBITA margin
on net revenue"
on page 22 and "segment EBITA margin on net revenues" on pages 29 and
30. Also,
revenue before billable expenses should not be discussed in isolation,
like you did in your
discussion on pages 22 and 23 and elsewhere throughout MD&A. Total
revenues and
billable expenses should be presented or discussed, whenever revenue
before billable
expenses is presented or discussed. In addition, revenue before
billable expenses should
not be referred to as net revenue but should be retitled to better
explain the measure.
Furthermore, all breakouts of revenue throughout your filings, such
as, but not limited to,
on pages 23, 28, 29 and 30 should be done using total revenue and not
revenue before
billable expenses. Please make the appropriate revisions. Your
disclosures in your
quarterly reports on Form 10-Q and in your press releases reporting
your quarterly
earnings and other information furnished in your reports on Form 8-K
should be similarly
revised.
Form 8-K Filed February 10, 2022
Exhibit 99.1, page 11
3. Your adjustment on pages 11 and 12 to reverse the tax valuation
allowance appears to
result in an individually tailored income tax recognition method.
Please revise your
presentation to omit this adjustment or tell us why you believe it is
appropriate. Refer to
Questions 100.04 and 102.11 of the staff's Compliance and Disclosure
Interpretations on
Non-GAAP Financial Measures.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
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
August 18, 2022 Page 2 Office of Trade &
Services
FirstName LastName