# UNITED	STATES	SECURITIES	AND	EXCHANGE	COMMISSION

# ANNUAL	REPORT	PURSUANT	TO	SECTION	13	OF	THE	SECURITIES	EXCHANGE	ACT	OF	1934

For	the	fiscal	year	ended	December	31,	2017

# Commission	file	number:	1-6686

# THE	INTERPUBLIC	GROUP	OF	COMPANIES,	INC.

(Exact	name	of	registrant	as	specified	in	its	charter)

Delaware

(State	or	other	jurisdiction	of incorporation	or	organization)

(I.R.S.	Employer Identification	No.)

(Address	of	principal	executive	offices)	(Zip	Code)

(Registrant's	telephone	number,	including	area	code)

# Securities	registered	pursuant	to	Section	12(b)	of	the	Act:

Title	of	each	class

Name	of	each	exchange	on	which	registered

# Securities	Registered	Pursuant	to	Section	12(g)	of	the	Act:	None

Indicate	by	check	mark	if	the	registrant	is	a	well-known	seasoned	issuer,	as	defined	in	Rule	405	of	the	Securities	Act.	Yes	ý				No	¨

Indicate	by	check	mark	if	the	registrant	is	not	required	to	file	reports	pursuant	to	Section	13	or	Section	15(d)	of	the	Act.	Yes	¨				No	ý

Indicate	by	check	mark	whether	the	registrant	(1)	has	filed	all	reports	required	to	be	filed	by	Section	13	or	15(d)	of	the	Securities	Exchange	Act	of	1934	during	the	preceding	12 months	(or	for	such	shorter	period	that	the	registrant	was	required	to	file	such	reports),	and	(2)	has	been	subject	to	such	filing	requirements	for	the	past	90	days.	Yes	ý				No	¨

Indicate	by	check	mark	whether	the	registrant	has	submitted	electronically	and	posted	on	its	corporate	Web	site,	if	any,	every	Interactive	Data	File	required	to	be	submitted	and posted	pursuant	to	Rule	405	of	Regulation	S-T	(§232.405	of	this	chapter)	during	the	preceding	12	months	(or	for	such	shorter	period	that	the	registrant	was	required	to	submit	and	post such	files).	Yes	ý				No	¨

Indicate	by	check	mark	if	disclosure	of	delinquent	filers	pursuant	to	Item	405	of	Regulation	S-K	(§229.405	of	this	chapter)	is	not	contained	herein,	and	will	not	be	contained,	to the	best	of	registrant's	knowledge,	in	definitive	proxy	or	information	statements	incorporated	by	reference	in	Part	III	of	this	Form	10-K	or	any	amendment	to	this	Form	10-K.	¨

Indicate	by	check	mark	whether	the	registrant	is	a	large	accelerated	filer,	an	accelerated	filer,	a	non-accelerated	filer,	a	smaller	reporting	company,	or	an	emerging	growth company.	See	definition	of	"large	accelerated	filer,"	"accelerated	filer,"	"smaller	reporting	company,"	and	"emerging	growth	company"	in	Rule	12b-2	of	the	Exchange	Act.

Large	accelerated	filer ý Accelerated	filer

Non-accelerated	filer ¨

(Do	not	check	if	a	smaller	reporting	company)

Smaller	reporting	company ¨

Emerging	growth	company

If	an	emerging	growth	company,	indicate	by	check	mark	if	the	registrant	has	elected	not	to	use	the	extended	transition	period	for	complying	with	any	new	or	revised	financial accounting	standards	provided	pursuant	to	Section	13(a)	of	the	Exchange	Act.	¨

Indicate	by	check	mark	whether	the	registrant	is	a	shell	company	(as	defined	in	Rule	12b-2	of	the	Exchange	Act).	Yes	¨				No	ý

As	of	June	30,	2017,	the	aggregate	market	value	of	the	shares	of	the	registrant's	common	stock	held	by	non-affiliates	was	approximately	 $9.7	billion.	The	number	of	shares	of the	registrant's	common	stock	outstanding	as	of	February	14,	2018	was	384,469,632.

# DOCUMENTS	INCORPORATED	BY	REFERENCE

The	following	sections	of	the	Proxy	Statement	for	the	Annual	Meeting	of	Stockholders	to	be	held	on	 May	24,	2018	are	incorporated	by	reference	in	Part	III:	"Election	of Directors,"	 "Director	 Selection	 Process,"	 "Code	 of	 Conduct,"	 "Committees	 of	 the	 Board	 of	 Directors,"	 "Audit	 Committee,"	 "Section	 16(a)	 Beneficial	 Ownership	 Reporting Compliance,"	"Executive	Compensation,"	"Non-Management	Director	Compensation,"	"Compensation	Discussion	and	Analysis,"	"Compensation	and	Leadership	Talent	Committee Report,"	"Outstanding	Shares	and	Ownership	of	Common	Stock,"	"Transactions	with	Related	Persons,"	"Director	Independence"	and	"Appointment	of	Registered	Public	Accounting Firm."

# TABLE	OF	CONTENTS

# PART	I

# STATEMENT	REGARDING	FORWARD-LOOKING	DISCLOSURE

This	 annual	 report	 on	 Form	 10-K	 contains	 forward-looking	 statements.	 Statements	 in	 this	 report	 that	 are	 not	 historical	 facts,	 including	 statements	 about management's	beliefs	and	expectations,	constitute	forward-looking	statements.	Without	limiting	the	generality	of	the	foregoing,	words	such	as	"may,"	"will,"	"expect," "believe,"	"anticipate,"	"intend,"	"could,"	"would,"	"estimate,"	"continue"	or	comparable	 terminology	are	 intended	 to	 identify	forward-looking	statements.	These statements	are	based	on	current	plans,	estimates	and	projections,	and	are	subject	to	change	based	on	a	number	of	factors,	including	those	outlined	under	Item	1A,	Risk Factors,	in	this	report.	Forward-looking	statements	speak	only	as	of	the	date	they	are	made	and	we	undertake	no	obligation	to	update	publicly	any	of	them	in	light	of	new information	or	future	events.

Forward-looking	statements	involve	inherent	risks	and	uncertainties.	A	number	of	important	factors	could	cause	actual	results	to	differ	materially	from	those contained	in	any	forward-looking	statement.	Such	factors	include,	but	are	not	limited	to,	the	following:

•potential	effects	of	a	challenging	economy,	for	example,	on	the	demand	for	our	advertising	and	marketing	services,	on	our	clients'	financial	condition	and	on our	business	or	financial	condition;

•our	 ability to attract new clients and retain existing clients;

•our ability to retain and attract key employees;

•risks	associated	with	assumptions	we	make	in	connection	with	our	critical	accounting	estimates,	including	changes	in	assumptions	associated	with	any	effects	of a	weakened	economy;

•potential	 adverse effects if	 we are required to recognize impairment charges or other adverse accounting-related developments;

•risks	associated	with	the	effects	of	global,	national	and	regional	economic	and	political	conditions,	including	counterparty	risks	and	fluctuations	in	economic growth	rates,	interest	rates	and	currency	exchange	rates;	and

•developments	from	changes	in	the	regulatory	and	legal	environment	for	advertising	and	marketing	and	communications	services	companies	around	the world.

Investors	should	carefully	consider	these	factors	and	the	additional	risk	factors	outlined	in	more	detail	under	Item	1A,	Risk	Factors,	in	this	report.

# Item	1. Business

The	Interpublic	Group	of	Companies,	Inc.	("Interpublic,"	the	"Company,"	"IPG,"	"we,"	"us"	or	"our")	was	incorporated	in	Delaware	in	September	1930	under	the name	of	McCann-Erickson	Incorporated	as	the	successor	to	the	advertising	agency	businesses	founded	in	1902	by	A.W.	Erickson	and	in	1911	by	Harrison	K.	McCann. The	Company	has	operated	under	the	Interpublic	name	since	January	1961.

# About	Us

We	are	one	of	the	world's	premier	global	advertising	and	marketing	services	companies.	Through	our	50,200	employees	in	all	major	world	markets,	our	companies specialize	in	consumer	advertising,	digital	marketing,	communications	planning	and	media	buying,	public	relations	and	specialized	communications	disciplines.	Our agencies	create	customized	marketing	programs	for	clients	that	range	in	scale	from	large	global	marketers	to	regional	and	local	clients.	Comprehensive	global	services are	critical	to	effectively	serve	our	multinational	and	local	clients	in	markets	throughout	the	world	as	they	seek	to	build	brands,	increase	sales	of	their	products	and services,	and	gain	market	share.

The	work	we	produce	for	our	clients	is	specific	to	their	unique	needs.	Our	solutions	vary	from	project-based	activity	involving	one	agency	to	long-term,	fully integrated	campaigns	created	by	multiple	IPG	agencies	working	together.	With	offices	in	over	100	countries,	we	can	operate	in	a	single	region	or	deliver	global integrated	programs.

The	role	of	our	holding	company	is	to	provide	resources	and	support	to	ensure	that	our	agencies	can	best	meet	clients'	needs.	Based	in	New	York	City,	our	holding company	sets	company-wide	financial	objectives	and	corporate	strategy,	establishes	financial	management	and	operational	controls,	guides	personnel	policy,	directs collaborative	inter-agency	programs,	conducts	investor	relations,	manages	corporate	social	responsibility	programs,	provides	enterprise	risk	management	and	oversees mergers	and	acquisitions.	In	addition,	we	provide	certain	centralized	functional	services	that	offer	our	companies	operational	efficiencies,	including	accounting	and finance,	executive	compensation	management	and	recruitment	assistance,	employee	benefits,	marketing	information	retrieval	and	analysis,	internal	audit,	legal	services, real	estate	expertise	and	travel	services.

# Our	Brands

Interpublic	is	home	to	some	of	the	world's	best-known	and	most	innovative	communications	specialists.	We	have	three	global	networks:	McCann	Worldgroup, Foote,	Cone	&	Belding	("FCB")	and	MullenLowe	Group,	which	provide	integrated,	large-scale	advertising	and	marketing	solutions	for	clients.	Our	global	media services	 companies	 include	 UM	 and	 Initiative,	 which	 operate	 under	 the	 IPG	 Mediabrands	 umbrella.	 We	 also	 have	 a	 range	 of	 best-in-class	 global	 specialized communications	assets	as	well	as	premier	domestic	integrated	and	digital	agencies	that	are	industry	leaders.

•McCann	Worldgroup	is	a	leading	global	marketing	solutions	network	united	across	100+	countries	by	a	single	vision:	to	help	brands	play	a	meaningful	role	in people's	lives.	The	network	is	comprised	of	agencies	that	emphasize	creativity,	innovation	and	performance.	The	global	components	of	McCann	Worldgroup are	McCann,	one	of	the	world's	largest	advertising	agency	networks;	MRM//McCann,	a	digital	marketing	and	relationship	management	agency;	Momentum Worldwide,	a	brand	experience	agency;	McCann	Health,	a	professional	and	direct-to-consumer	health	communications	network;	ChaseDesign,	a	shopper marketing	specialist;	PMK-BNC,	the	talent,	entertainment	and	brand	agency;	and	CRAFT,	the	network's	global	adaptation	and	production	arm.	UM	(media management),	Weber	Shandwick	(public	relations)	and	FutureBrand	(consulting/design)	align	with	McCann	Worldgroup	to	deliver	fully	integrated	solutions.

•FCB	 is	a	global	marketing	communications	company.	Based	on	an	understanding	of	diversified	markets	and	cultures,	FCB	focuses	on	creating	"Never Finished"	ideas	for	clients	that	reflect	each	brand's	past	and	anticipate	its	future.	FCB	also	offers	a	range	of	best-in-class,	integrated	and	specialist	marketing capabilities:	FCB	Health,	one	of	the	world's	most	awarded	healthcare	marketing	networks;	shopper-first	agency	FCB/RED;	design	agency	Chute	Gerdeman; experiential	 agency	 FCBX;	 production	 studios	 Lord	 +	Thomas	 and	 FuelContent;	 CRM	 agency	 FCB/SIX;	 and	 digital	 agencies	 New	 Honor	 Society	 and HelloComputer.

•MullenLowe	Group	is	a	creatively-driven	integrated	marketing	communications	network	with	a	strong	entrepreneurial	heritage	and	challenger	mentality.	A global	creative	boutique	of	distinctive	agencies,	MullenLowe	Group	is	rich	in	local	culture	and	scale,	present	in	more	than	65	markets	with	over	90	agencies. With	 a	 hyperbundled	 operating	 model,	 global	 specialisms	 include	 expertise	 in	 brand	 strategy,	 through-the-line	 advertising	 with	 MullenLowe;	 digital transformation	with	MullenLowe	Profero;	media	and	communications	planning	and	buying	with	MullenLowe	Mediahub;	customer	experience	activation	with MullenLowe	Open;	and	consumer	and	corporate	PR	with	MullenLowe	PR	and	MullenLowe	Salt.	The	group	is	focused	on	delivering	an	"Unfair	Share	of Attention"	for	clients	and	is	consistently	ranked	among	the

most	awarded	creative	and	effective	agency	networks	in	the	world,	having	topped	the	Effie	Index	as	the	most	effective	global	network	in	terms	of	points	per dollar	of	revenue	for	the	past	seven	consecutive	years.

•IPG	Mediabrands	manages	IPG's	global	media-related	assets	and	oversees	marketing	investment	for	many	of	the	world's	most	iconic	brands.	The	agency group	delivers	business	results	for	clients	by	providing	strategic	counsel	and	advisory	services	to	navigate	the	fast-evolving	consumer	and	media	landscape. These	solutions	are	developed	and	executed	through	integrated,	data-driven	marketing	strategies.	IPG	Mediabrands'	expansive	network	of	agencies	includes UM,	Initiative,	Cadreon,	Orion	Worldwide	and	Reprise	as	well	as	specialty	business	units	including	Healix,	Identity,	IPG	Media	Lab,	MAGNA	and	Rapport. The	specialist	agencies	focus	on	media	innovation,	forecasting,	product	development,	branded	content,	emerging	technology,	mobile,	search	and	social,	out-of- home	and	more.

•We	also	have	exceptional	global	marketing	specialists	across	a	range	of	disciplines.	Our	industry-leading	public	relations	agencies	such	as	Weber	Shandwick, Golin,	DeVries	Global,	Creation	and	Current	Marketing	have	expertise	in	every	significant	area	of	communication	management.	Jack	Morton	is	a	global	brand experience	agency,	and	FutureBrand	is	a	leading	brand	consultancy.	Octagon	is	a	global	sports,	entertainment	and	lifestyle	marketing	agency.	Our	digital specialist	 agencies,	 led	 by	 R/GA,	 Huge	 and	 MRM//McCann,	 are	 among	 the	 industry's	 most	 award-winning	 digital	 agencies.	 Our	 premier	 healthcare communications	specialists	reside	within	our	global	creative	networks.

•Our	domestic	 integrated	 independent	agencies	 include	some	of	advertising's	most	recognizable	and	storied	agency	brands,	 including	Carmichael	Lynch, Deutsch,	Hill	Holliday	and	The	Martin	Agency.	The	marketing	programs	created	by	these	agencies	incorporate	all	media	channels,	CRM,	public	relations	and other	marketing	activities	and	have	helped	build	some	of	the	most	powerful	brands	in	the	U.S.,	across	all	sectors	and	industries.

We	list	approximately	100	of	our	companies	on	our	website	under	the	"Our	Agencies"	section,	with	descriptions,	case	studies,	social	media	channels	and	office locations	for	each.	To	learn	more	about	our	broad	range	of	capabilities,	visit	our	website	at	www.interpublic.com.	Information	on	our	website	is	not	part	of	this	report.

# Market	Strategy

We	operate	in	a	media	landscape	that	continues	to	evolve	at	a	rapid	pace.	Media	channels	continue	to	fragment,	and	clients	face	an	increasingly	complex	consumer environment.	To	stay	ahead	of	these	challenges	and	to	achieve	our	objectives,	we	have	made	and	continue	to	make	investments	in	creative	and	strategic	talent	in	areas including	fast-growth	digital	marketing	channels,	high-growth	geographic	regions	and	strategic	world	markets.	In	addition,	we	consistently	review	opportunities	within our	Company	to	enhance	our	operations	through	acquisitions	and	strategic	alliances	and	internal	programs	that	encourage	intra-company	collaboration.	As	appropriate, we	also	develop	relationships	with	technology	and	emerging	media	companies	that	are	building	leading-edge	marketing	tools	that	complement	our	agencies'	skill	sets and	capabilities.

In	recent	years,	we	have	taken	several	major	strategic	steps	to	position	our	agencies	as	leaders	in	the	global	advertising	and	communications	market.	These	include:

•Investment	in	senior	talent:	Our	continued	ability	to	attract	and	develop	top	talent	and	to	be	the	industry's	employer	of	choice	for	an	increasingly	diverse workforce	have	been	key	differentiators	for	IPG.	We	continue	to	acquire	and	develop	top	strategic,	creative	and	digital	talent	from	a	range	of	backgrounds.

•Growing	digital	capabilities:	Our	investments	in	talent	and	technology	-	organically	growing	digital	capabilities	such	as	search,	social,	user	experience	(UX), content	creation,	data	and	analytics,	and	mobile	across	the	portfolio	-	promise	to	drive	further	growth	in	this	dynamic	sector	of	our	business.	We	continue	to internationalize	our	powerful	digital	specialist	agencies.

•Investment	in	emerging	and	strategic	markets:	We	strengthened	our	position	in	emerging	markets	by	driving	organic	growth	as	well	as	completing	strategic acquisitions	in	Asia,	Europe,	Latin	America,	North	America	and	Russia.

•Integrated	marketing	solutions:	A	differentiating	aspect	of	our	business	is	our	utilization	of	"open	architecture"	solutions	that	integrate	the	best	talent	from throughout	the	organization	to	fulfill	the	needs	of	our	leading	clients.

Together,	these	steps	have	built	a	culture	of	strategic	creativity	and	high	performance	across	IPG,	resulting	in	IPG	posting	strong	organic	growth,	as	well	as increased	honors	and	awards	for	our	Company.

In	2017,	at	both	the	Cannes	Festival	of	Creativity	and	the	Global	Effie	Awards,	IPG	performed	better	than	any	other	holding	group	in	terms	of	awards	per	dollar	of revenue.	At	Cannes,	IPG	agencies	took	home	seven	Grand	Prix	awards,	the	top	award	given	out	at	the	Festival,	more	than	any	other	holding	company;	the	tally	included the	Grand	Prix	for	Good	at	the	Health	Lions	and	the	Titanium	Lion,	the	Festival's	top	creative	honor.	The	IPG	agencies	that	won	top	prizes	at	Cannes	span	the	spectrum of	marketing	disciplines	and	geographies	and	included	Area	23,	Deutsch,	FCB,	Fitzgerald	&	Co,	FP7,	Huge,	McCann,	McCann	Health,	MRM//McCann,	MullenLowe, MullenLowe	Mediahub,	R/GA,	The	Martin	Agency	and	Weber	Shandwick.

In	the	U.S.	market,	IPG	once	again	excelled	in	Advertising	Age's	annual	"A-List,"	a	ranking	of	the	industry's	ten	most	innovative	and	creative	agencies.	McCann and	R/GA	were	named	#2	and	#3,	respectively,	making	IPG	the	only	holding	company	to	have	multiple	agencies	on	the	prestigious	list.	Additionally,	MullenLowe Group,	Momentum	and	Weber	Shandwick	were	all	named	Agency	A-List	"Standouts,"	and	The	Martin	Agency	and	McCann	New	York	were	named	"Creativity Innovators."	Additional	IPG	agencies	recognized	by	Ad	Age	include	Hill	Holliday,	named	an	"Agency	to	Watch,"	and	Deutsch	LA,	honored	as	a	"Creativity	Innovator Standout."

Additionally,	IPG	agencies	swept	the	2017	PRWeek	Awards,	with	Weber	Shandwick,	Carmichael	Lynch	Relate,	Golin,	DeVries	and	MullenLowe	all	receiving	top honors.

# Digital	Growth

Demand	for	our	digital	marketing	services	continues	to	evolve	rapidly.	In	order	to	meet	this	need	and	provide	high-value	resources	to	clients,	we	have	focused	on embedding	digital	talent	and	technology	throughout	the	organization.	This	reflects	our	belief	that	digital	marketing	should	be	integrated	within	all	of	our	companies.	This structure	mirrors	the	way	in	which	consumers	incorporate	digital	media	into	their	other	media	habits	and,	ultimately,	their	daily	lives.	We	continue	to	invest	in	recruiting and	developing	digital	expertise	at	all	our	agencies	and	in	all	marketing	disciplines.

To	meet	the	changing	needs	of	the	marketplace,	we	have	been	active	in	making	new	acquisitions	and	minority	investments	in	specialty	digital	assets.	In	addition,	we have	consistently	invested	in	existing	assets	such	as	Cadreon	(audience	management	platform),	the	IPG	Media	Lab,	Huge,	MRM//McCann	and	R/GA.	These	companies have	unique	capabilities	and	service	their	own	client	rosters,	while	also	serving	as	key	digital	partners	to	many	of	the	agencies	within	IPG.

# Fast-Growth	and	Strategic	Regions

We	continue	to	invest	and	expand	our	presence	in	high-growth	and	strategic	geographic	regions.	In	recent	years,	we	have	made	significant	investments	in	Russia, Brazil,	India	and	China,	further	strengthening	our	position	in	these	important	developing	markets.	Our	operations	in	India	are	best-in-class,	and	we	will	continue	to invest	in	partnerships	and	talent	in	this	key	market.	We	also	hold	a	majority	stake	in	the	Middle	East	Communication	Networks	("MCN"),	among	the	region's	premier marketing	services	companies.	MCN	is	headquartered	in	Dubai,	with	75	offices	across	13	countries.	In	China,	where	we	operate	with	all	of	our	global	networks	and across	the	full	spectrum	of	marketing	services,	we	continue	to	invest	organically	in	the	talent	of	our	agency	brands	and	opportunistically	acquire	specialty	offerings. Additional	areas	of	investment	include	key	strategic	markets	in	North	America,	Asia	Pacific,	Latin	America	and	Africa.

# Diversity	and	Inclusion

IPG	and	our	agencies	are	committed	to	diversity	and	inclusion,	and	we	reinforce	these	values	through	a	comprehensive	set	of	award-winning	programs.	These include	business	resource	groups	that	develop	career	building	programs,	as	well	as	training	around	topics	like	unconscious	bias.	We	seek	to	ensure	accountability	by tying	executive	compensation	directly	to	the	ability	of	our	leaders	to	hire,	promote	and	retain	diverse	talent,	and	we	regularly	measure	the	inclusiveness	of	our	culture with	a	company-wide	climate	for	inclusion	survey.

We	began	our	formal	programs	over	a	decade	ago.	Since	then,	IPG	has	seen	dramatic	improvements	in	the	diversity	of	our	workforce.	In	the	U.S.,	IPG	exceeded	the ad	industry's	representation	rates	for	women	and	minorities	for	both	professional-level	and	management	positions	in	the	most	recent	filings.	An	environment	that encourages	respect	and	trust	is	key	to	a	creative	business	like	ours,	and	IPG	believes	a	competitive	advantage	comes	with	having	a	variety	of	perspectives	and	beliefs	in its	workforce.

# Acquisition	Strategy

A	disciplined	acquisition	strategy,	focused	on	high-growth	capabilities	and	regions	of	the	world,	is	one	component	of	growing	our	services	in	today's	rapidly- changing	marketing	services	and	media	landscape.	When	an	outstanding	resource	or	a	strong	tactical	fit	becomes	available,	we	have	been	opportunistic	in	making	tuck- in,	niche	acquisitions	that	enhance	our	service	offerings.	We	will	continue	to	focus	on	digital	and	marketing	services	agencies	throughout	the	world	and	on	key international	growth	markets.

In	recent	years,	IPG	has	acquired	agencies	across	the	marketing	spectrum,	including	firms	specializing	in	digital,	mobile	marketing,	social	media,	healthcare communications	and	public	relations,	as	well	as	agencies	with	full-service	capabilities.	These	acquired	agencies	have	been	integrated	into	one	of	our	global	networks	or specialist	agencies.	In	2017,	IPG's	acquisitions	included	a	digital	marketing	agency	based	in	the	U.S.,	a	data	science	and	business	intelligence	firm	based	in	the	U.S.	with operations	in	China,	an	advertising	and	consulting	company	based	in	Indonesia,	a	strategic	communications	agency	based	in	the	U.K.,	an	independent	creative	agency based	in	the	U.K.,	a	retail	branding	and	design	firm	based	in	the	U.S.,	a	content	creation	and	marketing	agency	based	in	the	Netherlands,	an	independent	media	agency and	digital	consultancy	based	in	Finland,	and	an	integrated	marketing	communications	agency	based	in	Canada.

# Financial	Objectives

Our	financial	goals	include	competitive	organic	revenue	growth	and	operating	margin	expansion,	which	we	expect	will	further	strengthen	our	balance	sheet	and total	liquidity	and	increase	value	to	our	shareholders.	Accordingly,	we	remain	focused	on	meeting	the	evolving	needs	of	our	clients	while	concurrently	managing	our cost	structure.	We	continually	seek	greater	efficiency	in	the	delivery	of	our	services,	focusing	on	more	effective	resource	utilization,	including	the	productivity	of	our employees,	real	estate,	information	technology	and	shared	services,	such	as	finance,	human	resources	and	legal.	The	improvements	we	have	made	and	continue	to	make in	our	financial	reporting	and	business	information	systems	in	recent	years	allow	us	more	timely	and	actionable	insights	from	our	global	operations.	Our	disciplined approach	to	our	balance	sheet	and	liquidity	provides	us	with	a	solid	financial	foundation	and	financial	flexibility	to	manage	and	grow	our	business.	We	believe	that	our strategy	and	execution	position	us	to	meet	our	financial	goals	and	deliver	long-term	shareholder	value.

# Financial	Reporting	Segments

We	have	two	reportable	segments,	which	are	Integrated	Agency	Networks	("IAN")	and	Constituency	Management	Group	("CMG").	IAN	is	comprised	of	McCann Worldgroup,	FCB,	MullenLowe	Group,	IPG	Mediabrands,	our	digital	specialist	agencies	and	our	domestic	integrated	agencies.	CMG	is	comprised	of	a	number	of	our specialist	marketing	services	offerings.	We	also	report	results	for	the	"Corporate	and	other"	group.	See	Note	12	to	the	Consolidated	Financial	Statements	for	further information.

# Principal	Markets

Our	agencies	are	located	in	over	100	countries,	including	every	significant	world	market.	Our	geographic	revenue	breakdown	is	listed	below.

|  | 2017 | 2016 | 2015 |
| :--- | :--- | :--- | :--- |
| Domestic | 59.8% | 59.7% | 58.8% |
| United\tKingdom | 8.6% | 8.9% | 9.0% |
| Continental\tEurope | 9.1% | 8.9% | 9.2% |
| Asia\tPacific | 11.6% | 11.8% | 12.0% |
| Latin\tAmerica | 4.5% | 4.7% | 5.0% |
| Other | 6.4% | 6.0% | 6.0% |

For	further	information	on	a	geographical	basis	regarding	revenues	for	each	of	the	last	three	years	and	long-lived	assets	for	each	of	the	last	two	years,	see	Note	12	to the	Consolidated	Financial	Statements.

# Sources	of	Revenue

Our	revenues	are	primarily	derived	from	the	planning	and	execution	of	multi-channel	advertising,	marketing	and	communications	programs	around	the	world.	Our revenues	are	directly	dependent	upon	the	advertising,	marketing	and	corporate	communications	requirements	of	our	existing	clients	and	our	ability	to	win	new	clients. Most	of	our	client	contracts	are	individually	negotiated,	and,	accordingly,	the	terms	of	client	engagements	and	the	bases	on	which	we	earn	commissions	and	fees	vary significantly.	As	is	customary	in	the	industry,	our	contracts	generally	provide	for	termination	by	either	party	on	relatively	short	notice,	usually	90	days.

Revenues	for	the	creation,	planning	and	placement	of	advertising	are	determined	primarily	on	a	negotiated	fee	basis	and,	to	a	lesser	extent,	on	a	commission	basis. Fees	are	usually	calculated	to	reflect	hourly	rates	plus	proportional	overhead	and	a	mark-up.	Many	clients	include	an	incentive	compensation	component	in	their	total compensation	 package.	This	 provides	 added	 revenue	 based	 on	 achieving	 mutually	 agreed-upon	 qualitative	 or	 quantitative	 metrics	 within	 specified	 time	 periods. Commissions	are	earned	based	on	services	provided	and	are	usually	derived	from	a	percentage	or	fee	over	the	total	cost	to	complete	the	assignment.	Commissions	can also	be	derived	when	clients	pay	us	the	gross	rate	billed	by	media	and	we	pay	for	media	at	a	lower	net	rate;	the	difference	is	the	commission	that	we	earn,	which	we either	retain	in	full	or	share	with	the	client	depending	on	the	nature	of	the	applicable	services	agreement.

We	also	generate	revenue	in	negotiated	fees	from	our	public	relations,	sales	promotion,	event	marketing,	sports	and	entertainment	marketing,	and	corporate	and brand	identity	services.

In	most	of	our	businesses,	our	agencies	enter	into	commitments	to	pay	production	and	media	costs	on	behalf	of	clients,	as	is	customary	in	the	advertising	and marketing	industries.	To	the	extent	possible,	we	pay	production	and	media	charges	after	we	have	received	funds	from	our	clients,	and	in	some	instances	we	agree	with the	provider	that	we	will	only	be	liable	to	pay	the	production	and	media	costs	after	the	client	has	paid	us	for	the	charges.	Generally,	we	act	as	the	client's	agent	rather than	the	primary	obligor.

Our	revenue	is	typically	lowest	in	the	first	quarter	and	highest	in	the	fourth	quarter.	This	reflects	the	seasonal	spending	of	our	clients,	incentives	earned	at	year	end on	various	contracts	and	project	work	that	is	typically	completed	during	the	fourth	quarter.	Fee	revenue	recognized	on	a	completed-contract	basis	also	contributes	to	the higher	seasonal	revenues	experienced	in	the	fourth	quarter	because	the	majority	of	our	contracts	end	at	December	31.

|  |  | Consolidated	Revenues	for	the	Three	Months	Ended | Consolidated	Revenues	for	the	Three	Months	Ended | Consolidated	Revenues	for	the	Three	Months	Ended | Consolidated	Revenues	for	the	Three	Months	Ended |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  |  | 2017 | 2016 | 2016 |  | 2015 |
| (Amounts\tin\tMillions) |  | %\tof\tTotal | %\tof\tTotal | %\tof\tTotal |  | %\tof\tTotal |
| March\t31 | $1,753.9 | 22.3% | $1,742.0 | 22.2% | $1,676.0 | 22.0% |
| June\t30 | 1,884.9 | 23.9% | 1,917.9 | 24.4% | 1,876.1 | 24.7% |
| September\t30 | 1,902.6 | 24.1% | 1,922.2 | 24.5% | 1,865.5 | 24.5% |
| December\t31 | 2,341.0 | 29.7% | 2,264.5 | 28.9% | 2,196.2 | 28.8% |
|  | $7,882.4 |  | $7,846.6 |  | $7,613.8 |  |

See	Note	1	to	the	Consolidated	Financial	Statements	for	further	information	on	our	revenue	recognition	accounting	policies.

# Clients

Our	large	and	diverse	client	base	includes	many	of	the	most	recognizable	companies	and	brands	throughout	the	world.	Our	holding	company	structure	allows	us	to maintain	a	diversified	client	base	across	and	within	a	full	range	of	industry	sectors.	In	the	aggregate,	our	top	ten	clients	based	on	revenue	accounted	for	approximately 20%	of	revenue	in	both	2017	and	2016.	Our	largest	client	accounted	for	approximately	4%	of	revenue	for	both	2017	and	2016.	Based	on	revenue	for	the	year	ended December	31,	2017,	our	largest	client	sectors	(in	alphabetical	order)	were	auto	and	transportation,	healthcare	and	technology	and	telecom.	We	represent	several	different clients,	brands	or	divisions	within	each	of	these	sectors	in	a	number	of	geographic	markets,	as	well	as	provide	services	across	multiple	advertising	and	marketing disciplines,	in	each	case	through	more	than	one	of	our	agency	brands.	Representation	of	a	client	rarely	means	that	we	handle	advertising	for	all	brands	or	product	lines	of the	client	in	all	geographical	locations.	Any	client	may	transfer	its	business	from	one	of	our	agencies	to	another	one	of	our	agencies	or	to	a	competing	agency,	and	a client	may	reduce	its	marketing	budget	at	any	time.

We	operate	 in	a	highly	competitive	advertising	and	marketing	communications	 industry.	Our	operating	companies	compete	against	other	 large	multinational advertising	and	marketing	communications	companies	as	well	as	numerous	independent	and	niche	agencies	and	new	forms	of	market	participants	to	win	new	clients	and maintain	existing	client	relationships.

# Regulatory	Environment

The	advertising	and	marketing	services	that	our	agencies	provide	are	subject	to	governmental	regulation	and	other	action	in	all	of	the	jurisdictions	in	which	the Company	operates.	While	these	governmental	regulations	and	other	actions	can	impact	the	Company's	operations,	the	specific	marketing	regulations	we	may	face	in	a given	market	do	not	as	a	general	matter	significantly	impact	the	Company's	overall	service	offerings	or	the	nature	in	which	we	provide	these	services.

Governments,	government	agencies	and	industry	self-regulatory	bodies	have	adopted	laws,	regulations	and	standards,	and	judicial	bodies	have	issued	rulings,	that directly	or	indirectly	affect	the	form	and	content	of	advertising,	public	relations	and	other	marketing	activities	we	produce	or	conduct	on	behalf	of	our	clients.	These laws,	regulations	and	other	actions	include	content-related	rules	with	respect	to	specific	products	and	services,	restrictions	on	media	scheduling	and	placement,	and labeling	or	warning	requirements	with	respect	to	certain	products,	for	example	pharmaceuticals,	alcoholic	beverages,	cigarettes	and	other	tobacco	products,	and	food	and nutritional	supplements.	We	are	also	subject	to	rules	related	to	marketing	directed	to	certain	groups,	such	as	children.

Digital	marketing	services	are	a	dynamic	and	growing	sector	of	our	business.	Our	service	offerings	in	this	area	are	covered	by	laws	and	regulations	concerning	user privacy,	use	of	personal	information,	data	protection	and	online	tracking	technologies.	Existing	and	proposed	laws	and	regulations	in	this	area,	such	as	the	General	Data Protection	Regulation	("GDPR")	coming	into	effect	in	the	European	Union,	can	impact	the	development,	efficacy	and	profitability	of	internet-based	and	other	digital marketing.	Limitations	on	the	scheduling,	content	or	delivery	of	direct	marketing	activities	can	likewise	impact	the	activities	of	our	agencies	offering	those	services.

With	agencies	and	clients	located	in	over	100	countries	worldwide,	we	are	also	subject	to	laws	governing	our	international	operations.	These	include	broad	anti- corruption	laws	such	as	the	U.S.	Foreign	Corrupt	Practices	Act	("FCPA")	and	the	U.K.	Bribery	Act	(2010),	which	generally	prohibit	the	making	or	offering	of	improper payments	 to	 government	 officials	 and	 political	 figures.	 Export	 controls	 and	 economic	 sanctions	 regimes,	 such	 as	 those	 maintained	 by	 the	 U.S.	 government	 and comparable	ones	by	the	member	states	of	the	European	Union,	impose	limitations	on	the	Company's	ability	to	operate	in	certain	geographic	regions	or	to

seek	or	service	certain	potential	clients.	Likewise,	our	Treasury	operations	must	comply	with	exchange	controls,	restrictions	on	currency	repatriation	and	the	control requirements	of	applicable	anti-money-laundering	statutes.

# Personnel

As	of	December	31,	2017,	we	employed	approximately	50,200	people,	of	whom	approximately	20,100	were	employed	in	the	United	States.	Because	of	the	service character	of	the	advertising	and	marketing	communications	business,	the	quality	of	personnel	is	of	crucial	importance	to	our	continuing	success.	We	conduct	extensive employee	training	and	development	throughout	our	agencies	and	benchmark	our	compensation	programs	against	those	of	our	industry	for	their	competitiveness	and effectiveness	in	recruitment	and	retention.	There	is	keen	competition	for	qualified	employees.

# Available	Information

Our	annual	reports	on	Form	10-K,	quarterly	reports	on	Form	10-Q,	current	reports	on	Form	8-K	and	any	amendments	to	these	reports	are	available,	free	of	charge, on	our	website	at	www.interpublic.com	under	the	"Investor	Relations"	section,	as	soon	as	reasonably	practicable	after	we	electronically	file	such	reports	with,	or	furnish them	to,	the	U.S.	Securities	and	Exchange	Commission	("SEC")	at	www.sec.gov.	The	public	may	also	read	and	copy	materials	we	file	with	the	SEC	at	the	SEC's	Public Reference	Room,	which	is	located	at	100	F	Street,	NE,	Room	1580,	Washington,	DC	20549.	You	can	obtain	information	on	the	operation	of	the	Public	Reference	Room by	calling	the	SEC	at	1-800-SEC-0330.

Our	Corporate	Governance	Guidelines,	Interpublic	Group	Code	of	Conduct	and	the	charters	for	each	of	the	Audit	Committee,	Compensation	and	Leadership	Talent Committee,	and	Corporate	Governance	Committee	are	available,	free	of	charge,	on	our	website	at	www.interpublic.com	in	the	"Corporate	Governance"	subsection	of	the "About"	section,	or	by	writing	to	The	Interpublic	Group	of	Companies,	Inc.,	909	Third	Avenue,	New	York,	New	York	10022,	Attention:	Secretary.	Information	on	our website	is	not	part	of	this	report.

# Executive	Officers	of	IPG

1 Also	a	Director

There	is	no	family	relationship	among	any	of	the	executive	officers.

Mr.	Roth	became	our	Chairman	of	the	Board	and	Chief	Executive	Officer	in	January	2005.	Prior	to	that	time,	Mr.	Roth	served	as	our	Chairman	of	the	Board	from July	2004	to	January	2005.	Mr.	Roth	served	as	Chairman	and	Chief	Executive	Officer	of	The	MONY	Group	Inc.	from	February	1994	to	June	2004.	Mr.	Roth	has	been	a member	of	the	Board	of	Directors	of	IPG	since	February	2002.	He	is	also	non-executive	chairman	of	the	board	of	Pitney	Bowes	Inc.	and	a	director	of	Ryman	Hospitality Properties.

Mr.	Bonzani	was	hired	as	Senior	Vice	President,	General	Counsel	and	Secretary	in	April	2012.	Prior	to	joining	IPG,	Mr.	Bonzani	worked	at	IBM	for	18	years, holding	a	number	of	positions	in	the	legal	department,	most	recently	as	Vice	President,	Assistant	General	Counsel	and	Secretary	from	July	2008	to	March	2012.

Mr.	Carroll	was	named	Senior	Vice	President,	Controller	and	Chief	Accounting	Officer	in	April	2006.	In	2017,	Mr.	Carroll	assumed	additional	responsibilities	as Chief	Financial	Officer	for	the	Constituency	Management	Group	(CMG).	Mr.	Carroll	served	as	Senior	Vice	President	and	Controller	of	McCann	Worldgroup	from November	2005	to	March	2006.	Prior	to	joining	us,	Mr.	Carroll	served	as	Chief	Accounting	Officer	and	Controller	at	Eyetech	Pharmaceuticals	and	MIM	Corporation. Prior	to	that	time,	he	served	as	a	Financial	Vice	President	at	Lucent	Technologies,	Inc.	and	began	his	professional	career	at	PricewaterhouseCoopers	from	October	1991 to	September	2000.	Mr.	Carroll	has	been	a	director	of	the	T.	Howard	Foundation	since	2015.

Ms.	Connors	was	hired	in	February	2010	as	Senior	Vice	President,	Audit	and	Chief	Risk	Officer.	Prior	to	joining	us,	she	served	as	a	partner	at	Deloitte	&	Touche, LLP	from	September	2003	to	January	2010.

Ms.	Johnson	was	hired	as	Assistant	Treasurer,	International	in	February	2000.	In	May	2004,	Ms.	Johnson	was	appointed	Executive	Vice	President,	Chief	Financial Officer	of	The	Partnership,	a	division	of	Interpublic	which	included	Lowe	Worldwide	and	Draft.	She	was	elected	Senior	Vice	President	and	Treasurer	in	October	2004 and	in	February	2013	was	elected	to	Senior	Vice	President	of	Finance	and	Treasurer.

Mr.	Krakowsky	was	hired	in	January	2002	as	Senior	Vice	President,	Director	of	Corporate	Communications.	He	was	elected	Executive	Vice	President,	Strategy	and Corporate	Relations	in	December	2005	and	in	February	2011	was	elected	Executive	Vice	President,	Chief	Strategy	and	Talent	Officer.	Prior	to	joining	us,	he	served	as Senior	Vice	President,	Communications	Director	for	Young	&	Rubicam	from	August	1996	to	December	2000.

Mr.	Mergenthaler	was	hired	in	August	2005	as	Executive	Vice	President	and	Chief	Financial	Officer.	Prior	to	joining	us,	he	served	as	Executive	Vice	President	and Chief	Financial	Officer	for	Columbia	House	Company	from	July	2002	to	July	2005.	Mr.	Mergenthaler	served	as	Senior	Vice	President	and	Deputy	Chief	Financial Officer	for	Vivendi	Universal	from	December	2001	to	March	2002.	Prior	to	that	time,	Mr.	Mergenthaler	was	an	executive	at	Seagram	Company	Ltd.	from	November 1996	to	December	2001.	Mr.	Mergenthaler	is	a	director	of	Express	Scripts,	Inc.

# Item	1A. Risk	Factors

We	are	subject	to	a	variety	of	possible	risks	that	could	adversely	impact	our	revenues,	results	of	operations	or	financial	condition.	Some	of	these	risks	relate	to general	economic	and	financial	conditions,	while	others	are	more	specific	to	us	and	the	industry	in	which	we	operate.	The	following	factors	set	out	potential	risks	we have	identified	that	could	adversely	affect	us.	The	risks	described	below	may	not	be	the	only	risks	we	face.	Additional	risks	that	we	do	not	yet	know	of,	or	that	we currently	think	are	immaterial,	could	also	have	a	negative	impact	on	our	business	operations	or	financial	condition.	See	also	Statement	Regarding	Forward-Looking Disclosure.

# •We	operate	in	a	highly	competitive

# industry.

The	advertising	and	marketing	communications	business	is	highly	competitive.	Our	agencies	and	media	services	compete	with	other	agencies	and	other	providers	of creative,	marketing	or	media	services	to	maintain	existing	client	relationships	and	to	win	new	business.	Our	competitors	include	not	only	other	large	multinational advertising	and	marketing	communications	companies,	but	also	smaller	entities	that	operate	in	local	or	regional	markets	as	well	as	new	forms	of	market	participants. Competitive	challenges	also	arise	from	rapidly-evolving	and	new	technologies	in	the	marketing	and	advertising	space,	creating	opportunities	for	new	and	existing competitors	and	a	need	for	continued	significant	investment	in	tools,	technologies	and	process	improvements.

The	client's	perception	of	the	quality	of	our	agencies'	creative	work	and	its	relationships	with	key	personnel	at	the	Company	or	our	agencies	are	important	factors that	affect	our	competitive	position.	An	agency's	ability	to	serve	clients,	particularly	large	international	clients,	on	a	broad	geographic	basis	and	across	a	range	of services	may	also	be	an	important	competitive	consideration.	On	the	other	hand,	because	an	agency's	principal	asset	is	its	people,	freedom	of	entry	into	the	industry	is almost	unlimited,	and	a	small	agency	is,	on	occasion,	able	to	take	all	or	some	portion	of	a	client's	account	from	a	much	larger	competitor.

# •Clients	 may terminate	 or reduce their relationships	 with	 us	 on short notice.

Many	companies	put	their	advertising	and	marketing	communications	business	up	for	competitive	review	from	time	to	time,	and	we	have	won	and	lost	client accounts	in	the	past	as	a	result	of	such	periodic	competitions.	Our	clients	may	choose	to	terminate	their	contracts,	or	reduce	their	relationships	with	us,	on	a	relatively short	time	frame	and	for	any	reason.	A	relatively	small	number	of	clients	contribute	a	significant	portion	of	our	revenue.	In	the	aggregate,	our	top	ten	clients	based	on revenue	accounted	for	approximately	20%	of	revenue	in	2017.	A	substantial	decline	in	a	large	client's	advertising	and	marketing	spending,	or	the	loss	of	a	significant	part of	its	business,	could	have	a	material	adverse	effect	upon	our	business	and	results	of	operations.

Our	ability	to	attract	new	clients	and	to	retain	existing	clients	may	also,	in	some	cases,	be	limited	by	clients'	policies	or	perceptions	about	conflicts	of	interest,	or	our own	exclusivity	arrangements	with	certain	clients.	These	policies	can,	in	some	cases,	prevent	one	agency,	or	even	different	agencies	under	our	ownership,	from performing	similar	services	for	competing	products	or	companies.

# •Our results of operations are highly susceptible to unfavorable economic conditions.

We	are	exposed	to	risks	associated	with	weak	regional	or	global	economic	conditions	and	increased	disruption	in	the	financial	markets.	The	global	economy continues	to	be	challenging	in	some	parts	of	the	world.	Uncertainty	about	the	strength	of	the	global	economy	generally,	or	economic	conditions	in	certain	regions,	and	a degree	of	caution	on	the	part	of	some	marketers,	continue	to	have	an	effect	on	the	demand	for	advertising	and	marketing	communication	services.	Our	industry	can	be affected	more	severely	than	other	sectors	by	an	economic	downturn	and	can	recover	more	slowly	than	the	economy	in	general.	In	the	past,	some	clients	have	responded to	weak	economic	and	financial	conditions	by	reducing	their	marketing	budgets,	which	include	discretionary	components	that	are	easier	to	reduce	in	the	short	term	than other	operating	expenses.	This	pattern	may	recur	in	the	future.	Furthermore,	unexpected	revenue	shortfalls	can	result	in	misalignments	of	costs	and	revenues,	resulting	in a	negative	impact	to	our	operating	margins.	If	our	business	is	significantly	adversely	affected	by	unfavorable	economic	conditions,	the	negative	impact	on	our	revenue could	pose	a	challenge	to	our	operating	income	and	cash	generation	from	operations.

# •We	may	lose	or	fail	to	attract	and	retain	key	employees	and	management

Our	employees,	including	creative,	digital,	research,	media	and	account	specialists,	and	their	skills	and	relationships	with	clients,	are	among	our	most	valuable assets.	An	important	aspect	of	our	competitiveness	is	our	ability	to	identify	and	develop	the	appropriate	talent	and	to	attract	and	retain	key	employees	and	management personnel.	Our	ability	to	do	so	is	influenced	by	a	variety	of	factors,	including	the	compensation	we	award	and	other	factors	which	may	be	beyond	our	control.	Changes to	U.S.	or	other	immigration	policies	that	restrain	the	flow	of	professional	talent	may	inhibit	our	ability	to	staff	our	offices	or	projects.	In	addition,	the	advertising	and marketing	services	industry	is	characterized	by	a	high	degree	of	employee	mobility.	If	we	were	to	fail	to	attract	key	personnel	or	lose	them	to	competitors	or	clients,	our business	and	results	of	operations	could	be	adversely	affected.

# •If	our	clients	experience	financial	distress,	or	seek	to	change	or	delay	payment	terms,	it	could	negatively	affect	our	own	financial	position	and results.

We	have	a	large	and	diverse	client	base,	and	at	any	given	time,	one	or	more	of	our	clients	may	experience	financial	difficulty,	file	for	bankruptcy	protection	or	go out	of	business.	Unfavorable	economic	and	financial	conditions	could	result	in	an	increase	in	client	financial	difficulties	that	affect	us.	The	direct	impact	on	us	could include	reduced	revenues	and	write-offs	of	accounts	receivable	and	expenditures	billable	to	clients,	and	if	these	effects	were	severe,	the	indirect	impact	could	include impairments	of	intangible	assets,	credit	facility	covenant	violations	and	reduced	liquidity.

Furthermore,	in	most	of	our	businesses,	our	agencies	enter	into	commitments	to	pay	production	and	media	costs	on	behalf	of	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.	To	the extent	possible,	we	pay	production	and	media	charges	only	after	we	have	received	funds	from	our	clients.	However,	if	clients	are	unable	to	pay	for	commitments	that	we have	entered	into	on	their	behalf,	or	if	clients	seek	to	significantly	delay	or	otherwise	alter	payment	terms,	there	could	be	an	adverse	effect	on	our	working	capital,	which would	negatively	impact	our	operating	cash	flow.

# •International	business	risks	could	adversely	affect	our

# operations.

We	are	a	global	business,	with	agencies	located	in	over	100	countries,	including	every	significant	world	market.	Operations	outside	the	United	States	represent	a significant	portion	of	our	revenues,	approximately	40%	in	2017.	These	operations	are	exposed	to	risks	that	include	local	legislation,	currency	variation,	exchange	control restrictions,	 local	 labor	and	employment	 laws	 that	hinder	workforce	flexibility,	and	difficult	social,	political	or	economic	conditions.	We	also	must	comply	with applicable	U.S.,	local	and	other	international	anti-corruption	laws,	including	the	FCPA	and	the	U.K.	Anti-Bribery	Act	(2010),	which	can	be	comprehensive,	complex and	stringent,	in	all	jurisdictions	where	we	operate.	Export	controls	and	economic	sanctions,	such	as	those	maintained	by	the	Office	of	Foreign	Assets	Control	of	the U.S.	Department	of	the	Treasury,	can	impose	limitations	on	our	ability	to	operate	in	certain	geographic	regions	or	to	seek	or	service	certain	potential	clients.	These restrictions	can	place	us	at	a	competitive	disadvantage	with	respect	to	those	competitors	who	may	not	be	subject	to	comparable	restrictions.	Failure	to	comply	or	to implement	business	practices	 that	sufficiently	prevent	corruption	or	violation	of	sanctions	 laws	could	result	 in	significant	remediation	expense	and	expose	us	 to significant	civil	and	criminal	penalties	and	reputational	harm.

Given	our	substantial	operations	in	the	United	Kingdom	and	Continental	Europe,	we	face	uncertainty	surrounding	the	implementation	and	effects	of	the	U.K.'s	June 2016	referendum	in	which	voters	approved	the	United	Kingdom's	exit	from	the	European	Union,	commonly	referred	to	as	"Brexit."	It	is	possible	that	Brexit	and changes	resulting	from	Brexit	will	cause	increased	regulatory	and	legal	complexities	and	create	uncertainty	surrounding	our	business,	including	our	relationships	with existing	and	future	clients,	suppliers	and	employees,	and	the	potential	impact	of	increased	restrictions	on	the	free	movement	of	labor,	capital,	goods	and	services	between the	United	Kingdom	and	the	remaining	members	of	the	European	Union,	which	could	have	an	adverse	effect	on	our	business,	financial	results	and	operations.

In	developing	countries	or	regions,	we	may	face	further	risks,	such	as	slower	receipt	of	payments,	nationalization,	social	and	economic	instability,	currency repatriation	restrictions	and	undeveloped	or	inconsistently	enforced	commercial	laws.	These	risks	may	limit	our	ability	to	grow	our	business	and	effectively	manage	our operations	in	those	countries.

In	addition,	because	a	significant	portion	of	our	business	is	denominated	in	currencies	other	than	the	U.S.	Dollar,	such	as	the	Australian	Dollar,	Brazilian	Real, British	Pound	Sterling,	Canadian	Dollar,	Chinese	Yuan	Renminbi,	Euro	and	Indian	Rupee,	fluctuations	in	exchange	rates	between	the	U.S.	Dollar	and	such	currencies, including	the	persistent	strength	of	the	U.S.	Dollar	in	recent	periods,	may	adversely	affect	our	financial	results.	In	particular,	Brexit	has	caused,	and	may	continue	to cause,	significant	volatility	in	currency	exchange	rates,	especially	between	the	U.S.	Dollar	and	the	British	Pound	Sterling.

# •We	are	subject	to	industry	regulations	and	other	legal	or	reputational	risks	that	could	restrict	our	activities	or	negatively	impact	our	performance	or	financial condition.

Our	industry	is	subject	to	government	regulation	and	other	governmental	action,	both	domestic	and	foreign.	Advertisers	and	consumer	groups	may	challenge advertising	through	legislation,	regulation,	judicial	actions	or	otherwise,	for	example	on	the	grounds	that	the	advertising	is	false	and	deceptive	or	injurious	to	public welfare.	Our	business	is	also	subject	to	specific	rules,	prohibitions,	media	restrictions,	labeling	disclosures	and	warning	requirements	applicable	to	advertising	for	certain products.	Existing	and	proposed	laws	and	regulations,	in	particular	in	the	European	Union	and	the	United	States,	concerning	user	privacy,	use	of	personal	information and	on-line	tracking	technologies	could	affect	the	efficacy	and	profitability	of	internet-based	and	digital	marketing.	The	costs	of	compliance	with	these	laws	may increase	in	the	future	as	a	result	of	the	implementation	of	new	laws	or	regulations,	such	as	the	GDPR,	or	changes	in	interpretations	of	current	ones.	Any	failure	on	our part	to	comply	with	these	legal	requirements,	or	their	application	in	an	unanticipated	manner,	could	harm	our	business	and	result	in	penalties	or	significant	legal	liability. Legislators,	agencies	and	other	governmental	units	may	also	continue	to	initiate	proposals	to	ban	the	advertising	of	specific	products,	such	as	alcohol	or	tobacco,	and	to impose	taxes	on	or	deny	deductions	for	advertising,	which,	if	successful,	may

hinder	our	ability	to	accomplish	our	clients'	goals	and	have	an	adverse	effect	on	advertising	expenditures	and,	consequently,	on	our	revenues.	Governmental	action, including	judicial	rulings,	on	the	relative	responsibilities	of	clients	and	their	marketing	agencies	for	the	content	of	their	marketing	can	also	impact	our	operations. Furthermore,	we	could	suffer	reputational	risk	as	a	result	of	governmental	or	legal	action	or	from	undertaking	work	that	may	be	challenged	by	consumer	groups	or considered	controversial.

# •We	face	risks	associated	with	our	acquisitions	and	other

# investments.

We	regularly	undertake	acquisitions	and	other	 investments	 that	we	believe	will	enhance	our	service	offerings	 to	our	clients.	These	 transactions	can	 involve significant	challenges	and	risks,	including	that	the	transaction	does	not	advance	our	business	strategy	or	fails	to	produce	a	satisfactory	return	on	our	investment.	While our	evaluation	of	any	potential	acquisition	includes	business,	legal	and	financial	due	diligence	with	the	goal	of	identifying	and	evaluating	the	material	risks	involved,	we may	be	unsuccessful	in	ascertaining	or	evaluating	all	such	risks.	Though	we	typically	structure	our	acquisitions	to	provide	for	future	contingent	purchase	payments	that are	based	on	the	future	performance	of	the	acquired	entity,	our	forecasts	of	the	investment's	future	performance	also	factor	into	the	initial	consideration.	When	actual financial	results	differ,	our	returns	on	the	investment	could	be	adversely	affected.

We	may	also	experience	difficulty	integrating	new	employees,	businesses,	assets	or	systems	into	our	organization,	including	with	respect	to	our	internal	policies	and required	controls.	We	may	face	reputational	and	legal	risks	in	situations	where	we	have	a	significant	minority	investment	but	limited	control	over	the	investment's operations.	Furthermore,	it	may	take	longer	than	anticipated	to	realize	the	expected	benefits	from	these	transactions,	or	those	benefits	may	ultimately	be	smaller	than anticipated	or	may	not	be	realized	at	all.	Talent	is	among	our	most	valuable	assets,	and	we	also	may	not	realize	the	intended	benefits	of	a	transaction	if	we	fail	to	retain targeted	personnel.	Acquisition	and	integration	activity	may	also	divert	management's	attention	and	other	corporate	resources	from	other	business	needs.	If	we	fail	to realize	the	intended	advantages	of	any	given	investment	or	acquisition,	or	if	we	do	not	identify	or	correctly	measure	the	associated	risks	and	liabilities,	our	results	of operations	and	financial	position	could	be	adversely	affected.

# •We	rely	extensively	on	information	technology	systems	and	could	face	cybersecurity

# risks.

We	rely	extensively	and	increasingly	on	information	technologies	and	infrastructure	to	manage	our	business,	including	digital	storage	of	marketing	strategies	and client	information,	developing	new	business	opportunities	and	digital	products,	and	processing	business	transactions.	The	incidence	of	malicious	technology-related events,	such	as	cyberattacks,	computer	hacking,	computer	viruses,	worms	or	other	destructive	or	disruptive	software,	denial	of	service	attacks	or	other	malicious activities	is	on	the	rise	worldwide.	Power	outages,	equipment	failure,	natural	disasters	(including	extreme	weather),	terrorist	activities	or	human	error	may	also	affect	our systems	and	result	in	disruption	of	our	services	or	loss	or	improper	disclosure	of	personal	data,	business	information,	including	intellectual	property,	or	other	confidential information.	We	operate	in	many	respects	on	a	decentralized	basis,	with	a	large	number	of	agencies	and	legal	entities,	and	the	resulting	size,	diversity	and	disparity	of our	technology	systems	and	complications	in	implementing	standardized	technologies	and	procedures	could	increase	our	potential	vulnerability	to	such	breakdowns, malicious	intrusions	or	attacks.

Likewise,	data	privacy	breaches,	as	well	as	 improper	use	of	social	media,	by	employees	and	others	may	pose	a	risk	 that	sensitive	data,	such	as	personally identifiable	information,	strategic	plans	and	trade	secrets,	could	be	exposed	to	third	parties	or	to	the	general	public.	We	operate	worldwide,	and	the	legal	rules	governing data	transfers	are	often	complex,	conflicting,	unclear	or	ever-changing.	We	also	utilize	third	parties,	including	third-party	"cloud"	computing	services,	to	store,	transfer or	process	data,	and	system	failures	or	network	disruptions	or	breaches	in	the	systems	of	such	third	parties	could	adversely	affect	our	reputation	or	business.

Any	such	breaches	or	breakdowns	could	expose	us	 to	 legal	 liability,	be	expensive	 to	remedy,	result	 in	a	 loss	of	our	or	our	clients'	or	vendors'	proprietary information	and	damage	our	reputation.	Efforts	to	develop,	implement	and	maintain	security	measures	are	costly,	may	not	be	successful	in	preventing	these	events	from occurring	and	require	ongoing	monitoring	and	updating	as	technologies	change	and	efforts	to	overcome	security	measures	become	more	sophisticated.

# •Our	 earnings	 would	 be	 adversely	 affected if	 we	 were	 required to	 recognize	 asset impairment	 charges	 or increase	 our	 deferred tax	 valuation allowances.

We	evaluate	all	of	our	long-lived	assets	(including	goodwill,	other	intangible	assets	and	fixed	assets),	investments	and	deferred	tax	assets	for	possible	impairment or	realizability	annually	or	whenever	there	is	an	indication	that	they	are	impaired	or	not	realizable.	If	certain	criteria	are	met,	we	are	required	to	record	an	impairment charge	or	valuation	allowance.

As	of	December	31,	2017,	we	have	substantial	amounts	of	long-lived	assets,	deferred	tax	assets	and	investments	on	our	Consolidated	Balance	Sheet,	including approximately	$3.8	billion	of	goodwill.	Future	events,	including	our	financial	performance,	market	valuation	of	us	or	market	multiples	of	comparable	companies,	loss	of a	significant	client's	business	or	strategic	decisions,	could	cause	us	to	conclude	that	impairment	indicators	exist	and	that	the	asset	values	associated	with	long-lived assets,	deferred	tax	assets	and	investments	may	have	become	impaired.	Any	significant	impairment	loss	would	have	an	adverse	impact	on	our

reported	earnings	in	the	period	in	which	the	charge	is	recognized.	For	further	discussion	of	goodwill	and	other	intangible	assets,	as	well	as	our	sensitivity	analysis	of	our valuation	 of	 these	 assets,	 see	 "Critical	Accounting	 Estimates" in	 Part	 II,	 Item	 7,	Management's	 Discussion	 and	Analysis	 of	 Financial	 Condition	 and	 Results	 of Operations.

# •We	may	not	be	able	to	meet	our	performance	targets	and

# milestones.

From	time	to	time,	we	communicate	to	the	public	certain	targets	and	milestones	for	our	financial	and	operating	performance	that	are	intended	to	provide	metrics against	which	to	evaluate	our	performance.	They	should	not	be	understood	as	predictions	or	guidance	about	our	expected	performance.	Our	ability	to	meet	any	target	or milestone	is	subject	to	inherent	risks	and	uncertainties,	and	we	caution	investors	against	placing	undue	reliance	on	them.	See	Statement	Regarding	Forward-Looking Disclosure.

# •Our	financial	condition	could	be	adversely	affected	if	our	available	liquidity	is

# insufficient.

We	maintain	a	$1.5	billion	committed	corporate	credit	facility	(the	"Credit	Agreement")	to	increase	our	financial	flexibility.	We	also	maintain	a	commercial	paper program	under	which	we	are	authorized	to	issue	short-term	debt	up	to	an	aggregate	amount	outstanding	at	any	time	of	$1.5	billion,	which	we	use	for	working	capital	and general	corporate	purposes.	Borrowings	under	the	commercial	paper	program	are	supported	by	the	Credit	Agreement.	If	credit	under	the	Credit	Agreement	or	our	ability to	access	the	commercial	paper	market	were	unavailable	or	insufficient,	our	liquidity	could	be	adversely	affected.	The	Credit	Agreement	contains	financial	covenants, and	events	like	a	material	economic	downturn	could	adversely	affect	our	ability	to	comply	with	them.	For	example,	compliance	with	the	financial	covenants	would	be more	difficult	to	achieve	if	we	were	to	experience	substantially	lower	revenues,	a	substantial	increase	in	client	defaults	or	sizable	asset	impairment	charges.	If	we	were unable	to	comply	with	any	of	the	financial	covenants	contained	in	the	Credit	Agreement,	we	could	be	required	to	seek	an	amendment	or	waiver	from	our	lenders,	and our	costs	under	the	Credit	Agreement	could	increase.	If	we	were	unable	to	obtain	a	necessary	amendment	or	waiver,	the	Credit	Agreement	could	be	terminated,	and	any outstanding	amounts	could	be	subject	to	acceleration.

Furthermore,	if	our	business	or	financial	needs	lead	us	to	seek	new	or	additional	sources	of	liquidity,	there	can	be	no	guarantee	that	we	would	be	able	to	access	any new	sources	of	liquidity	on	commercially	reasonable	terms	or	at	all.	For	further	discussion	of	our	liquidity	profile	and	outlook,	see	"Liquidity	and	Capital	Resources"	in Part	II,	Item	7,	Management's	Discussion	and	Analysis	of	Financial	Condition	and	Results	of	Operations.

# •Downgrades	of	our	credit	ratings	could	adversely	affect

Because	ratings	are	an	important	factor	influencing	our	ability	to	access	capital	and	the	terms	of	any	new	indebtedness,	including	covenants	and	interest	rates,	we could	be	adversely	affected	if	our	credit	ratings	were	downgraded	or	if	they	were	significantly	weaker	than	those	of	our	competitors.	Our	access	to	the	commercial	paper market	is	contingent	on	our	maintenance	of	sufficient	short-term	debt	ratings,	and	any	downgrades	to	those	ratings	could	reduce	the	market	capacity	for,	or	our	ability	to issue,	commercial	paper.	Our	clients	and	vendors	may	also	consider	our	credit	profile	when	negotiating	contract	terms,	and	if	they	were	to	change	the	terms	on	which they	deal	with	us,	it	could	have	an	adverse	effect	on	our	liquidity.

# •The	costs	of	compliance	with	sustainability	or	other	social	responsibility	laws,	regulations	or	policies,	including	client-driven	policies	and	standards,	could adversely	affect	our	business.

Although	as	a	non-manufacturing	service	business	we	generally	are	not	directly	impacted	by	current	laws	and	regulations	with	respect	to	climate	change	and	other sustainability	concerns,	we	could	incur	related	costs	indirectly	through	our	clients.	Increasingly	our	clients	request	that	we	comply	with	their	own	social	responsibility, sustainability	or	other	business	policies	or	standards,	which	may	be	more	restrictive	than	current	laws	and	regulations,	before	they	commence,	or	continue,	doing business	with	us.	Our	compliance	with	these	policies	and	related	certification	requirements	could	be	costly,	and	our	failure	to	comply	could	adversely	affect	our	business relationships	or	reputation.	Further,	if	clients'	costs	are	adversely	affected	by	climate	change	or	related	laws	and	regulations,	this	could	negatively	impact	their	spending on	our	advertising	and	marketing	services.	We	could	also	face	increased	prices	from	our	own	suppliers	that	face	climate	change-related	costs	and	that	seek	to	pass	on their	increased	costs	to	their	customers.

# Item	1B. Unresolved	Staff	Comments

None.

# Item	2. Properties

Substantially	all	of	our	office	space	is	leased	from	third	parties.	Certain	leases	are	subject	to	rent	reviews	or	contain	escalation	clauses,	and	certain	of	our	leases require	the	payment	of	various	operating	expenses,	which	may	also	be	subject	to	escalation.	Physical	properties	include	leasehold	improvements,	furniture,	fixtures	and equipment	located	in	our	offices.	We	believe	that	facilities	leased	or	owned	by	us	are	adequate	for	the	purposes	for	which	they	are	currently	used	and	are	well maintained.	See	Note	13	to	the	Consolidated	Financial	Statements	for	further	information	on	our	lease	commitments.

# Item	3. Legal	Proceedings

We	are	involved	in	various	legal	proceedings,	and	subject	to	investigations,	inspections,	audits,	inquiries	and	similar	actions	by	governmental	authorities,	arising	in the	normal	course	of	our	business.	The	types	of	allegations	that	arise	in	connection	with	such	legal	proceedings	vary	in	nature,	but	can	include	claims	related	to	contract, employment,	tax	and	intellectual	property	matters.	While	any	outcome	related	to	litigation	or	such	governmental	proceedings	in	which	we	are	involved	cannot	be predicted	with	certainty,	we	believe	that	the	outcome	of	these	matters,	individually	and	in	the	aggregate,	will	not	have	a	material	adverse	effect	on	our	financial condition,	results	of	operations	or	cash	flows.	See	Note	13	to	the	Consolidated	Financial	Statements	for	further	information	relating	to	our	legal	matters.

# Item	4. Mine	Safety	Disclosures

Not	applicable.

# PART	II

# Item	5. Market	for	Registrant's	Common	Equity,	Related	Stockholder	Matters	and	Issuer	Purchases	of	Equity	Securities

# Price	Range	of	Common	Stock

Our	common	stock	is	listed	and	traded	on	the	New	York	Stock	Exchange	("NYSE")	under	the	symbol	"IPG."	The	following	table	provides	the	high	and	low	closing sales	prices	per	share	for	the	periods	shown	below	as	reported	on	the	NYSE.	As	of	February	14,	2018,	there	were	approximately	10,600	registered	holders	of	our outstanding	common	stock.

| Period | High | Low |
| :--- | :--- | :--- |
| 2017: |  |  |
| Fourth\tQuarter | $21.34 | $18.45 |
| Third\tQuarter | $25.57 | $19.58 |
| Second\tQuarter | $25.21 | $23.57 |
| First\tQuarter | $24.74 | $22.97 |
| 2016: |  |  |
| Fourth\tQuarter | $24.59 | $21.83 |
| Third\tQuarter | $24.23 | $21.94 |
| Second\tQuarter | $24.60 | $22.26 |
| First\tQuarter | $23.26 | $20.30 |

During	2017,	the	following	dividends	were	declared	and	paid:

| Declaration	Date | Per	Share	Dividend | Aggregate	Dividend<br>($	in	millions) | Record	Date | Payment	Date |
| :--- | :--- | :--- | :--- | :--- |
| November\t14,\t2017 | $0.18 | $69.1 | \t December\t1,\t2017 | \t December\t15,\t2017 |
| August\t10,\t2017 | $0.18 | $69.8 | September\t1,\t2017 | September\t15,\t2017 |
| May\t25,\t2017 | $0.18 | $70.5 | June\t5,\t2017 | June\t19,\t2017 |
| February\t10,\t2017 | $0.18 | $70.9 | \t March\t1,\t2017 | \t March\t15,\t2017 |

| Declaration	Date | Per	Share	Dividend | Aggregate	Dividend<br>($	in	millions) | Record	Date | Payment	Date |
| :--- | :--- | :--- | :--- | :--- |
| November\t8,\t2016 | $0.15 | $58.8 | \t December\t1,\t2016 | \t December\t15,\t2016 |
| August\t10,\t2016 | $0.15 | $59.5 | September\t1,\t2016 | September\t15,\t2016 |
| May\t19,\t2016 | $0.15 | $60.2 | June\t1,\t2016 | June\t15,\t2016 |
| February\t12,\t2016 | $0.15 | $59.9 | \t March\t1,\t2016 | \t March\t15,\t2016 |

On	February	14,	2018,	we	announced	 that	our	Board	of	Directors	(the	"Board")	had	declared	a	common	stock	cash	dividend	of	$0.21	per	share,	payable	on March	15,	2018	to	holders	of	record	as	of	the	close	of	business	on	March	1,	2018.	Although	it	is	the	Board's	current	intention	to	declare	and	pay	future	dividends,	there can	be	no	assurance	that	such	additional	dividends	will	in	fact	be	declared	and	paid.	Any	and	the	amount	of	any	such	declaration	is	at	the	discretion	of	the	Board	and	will depend	upon	factors	such	as	our	earnings,	financial	position	and	cash	requirements.

# Equity	Compensation	Plans

See	Item	12	for	information	about	our	equity	compensation	plans.

# 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

# Sales	of	Unregistered	Securities

# Repurchases	of	Equity	Securities

The	following	table	provides	information	regarding	our	purchases	of	our	equity	securities	during	the	period	from	October	1,	2017	to	December	31,	2017.

|  | Total	Number	of<br>Shares	(or	Units)<br>Purchased	1 | Average	Price	Paid<br>per	Share	(or	Unit)	2 | Total	Number	of<br>Shares	(or	Units)<br>Purchased	as	Part	of<br>Publicly	Announced<br>Plans	or	Programs	3 | Maximum	Number	(or<br>Approximate	Dollar	Value)<br>of	Shares	(or	Units)<br>that	May	Yet	Be	Purchased<br>Under	the	Plans	or<br>Programs	3 |
| :--- | :--- | :--- | :--- | :--- |
| October\t1\t-\t31 | 1,231,868 | $20.74 | 1,230,394 | $214,001,430 |
| November\t1\t-\t30 | 1,723,139 | $18.89 | 1,722,246 | $181,474,975 |
| December\t1\t-\t31 | 1,295,639 | $20.25 | 1,285,000 | $155,459,545 |
| Total | 4,250,646 | $19.84 | 4,237,640 |  |

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	1,474	Withheld	Shares	in	October	2017,	893	Withheld	Shares	in	November	2017	and	10,639 Withheld	Shares	in	December	2017,	for	a	total	of	13,006	Withheld	Shares	during	the	three-month	period.

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	share	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	share	repurchase	program.

3 In	February	2017,	the	Board	authorized	a	share	repurchase	program	to	repurchase	from	time	to	time	up	to	$300.0	million,	excluding	fees,	of	our	common	stock	(the	"2017	Share	Repurchase Program").	On	February	14,	2018,	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	for	repurchase	under	the	2017	Share	Repurchase	Program.	There	is	no	expiration	date	associated	with	the	share repurchase	programs.

# Item	6. Selected	Financial	Data

# THE	INTERPUBLIC	GROUP	OF	COMPANIES,	INC.	AND	SUBSIDIARIES

# Selected	Financial	Data

# (Amounts	in	Millions,	Except	Per	Share	Amounts	and	Ratios)

1 As	part	of	the	adoption	of	FASB	ASU	2017-07,	we	have	reclassified	a	portion	of	postretirement	costs	from	salaries	and	related	expenses	to	other	expense,	net.	The	amounts	reclassified	were $9.6,	$3.0,	and	$2.9	for	the	years	ended	December	31,	2017,	2016	and	2015,	respectively.

2 The	year	ended	December	31,	2013	included	a	charge	of	$60.6	from	the	effects	of	restructuring	and	related	costs.

3 The	year	ended	December	31,	2017	included	a	benefit	of	 $36.0	related	to	the	net	effect	of	the	Tax	Cuts	and	Jobs	Act.	The	year	ended	December	31,	2016	included	a	net	reversal	of	valuation allowances	of	$12.2,	a	benefit	of	$23.4	related	to	the	conclusion	and	settlement	of	a	tax	examination	of	previous	years	and	a	benefit	of	 $44.6	related	to	refunds	to	be	claimed	on	future	amended U.S.	federal	returns.	The	year	ended	December	31,	2014	included	a	net	reversal	of	valuation	allowances	of	$67.6.

5 Refer	to	"Earnings	Per	Share"	in	Part	II,	Item	7,	Management's	Discussion	and	Analysis	of	Financial	Condition	and	Results	of	Operations ,	for	further	detail	on	the	basic	and	diluted	earnings	per share	impacts	for	the	years	ended	December	31,	2017,	2016	and	2015.	Basic	and	diluted	earnings	per	share	for	the	year	ended	December	31,	2014	included	a	positive	impact	of	$0.16	per	share from	the	net	reversal	of	valuation	allowances	on	deferred	tax	assets	in	Continental	Europe.	Basic	and	diluted	earnings	per	share	for	the	year	ended	December	31,	2014	also	included	a	negative impact	of	$0.01	and	$0.02	per	share,	respectively,	from	a	loss	on	early	extinguishment	of	debt,	net	of	tax.	Basic	and	diluted	earnings	per	share	for	the	year	ended	December	31,	2013	included	a negative	impact	of	$0.12	and	$0.11	per	share,	respectively,	from	the	effects	of	restructuring	and	related	costs,	net	of	tax,	as	well	as	a	negative	impact	of	$0.06	per	share	from	a	loss	on	early extinguishment	of	debt,	net	of	tax.

6 We	have	revised	our	prior-period	Consolidated	Statements	of	Cash	Flows	to	reflect	the	adoption	of	FASB	ASU	2016-18.

# Management's	Discussion	and	Analysis	of	Financial	Condition	and	Results	of	Operations

# (Amounts	in	Millions,	Except	Per	Share	Amounts)

# Item	7. Management's	Discussion	and	Analysis	of	Financial	Condition	and	Results	of	Operations

The	following	Management's	Discussion	and	Analysis	of	Financial	Condition	and	Results	of	Operations	("MD&A")	is	intended	to	help	you	understand	The Interpublic	Group	of	Companies,	Inc.	and	its	subsidiaries	(the	"Company,"	"IPG,"	"we,"	"us"	or	"our").	MD&A	should	be	read	in	conjunction	with	our	Consolidated Financial	Statements	and	the	accompanying	notes	included	in	this	report.	Our	MD&A	includes	the	following	sections:

EXECUTIVE	SUMMARY	provides	a	discussion	about	our	strategic	outlook,	factors	influencing	our	business	and	an	overview	of	our	results	of	operations	and liquidity.

RESULTS	OF	OPERATIONS	provides	an	analysis	of	the	consolidated	and	segment	results	of	operations	for	2017	compared	to	2016	and	2016	compared	to	2015.

LIQUIDITY	AND	CAPITAL	RESOURCES	provides	an	overview	of	our	cash	flows,	funding	requirements,	contractual	obligations,	financing	and	sources	of	funds, and	debt	credit	ratings.

CRITICAL	ACCOUNTING	ESTIMATES	provides	a	discussion	of	our	accounting	policies	that	require	critical	judgment,	assumptions	and	estimates.

RECENT	ACCOUNTING	STANDARDS,	by	reference	to	Note	14	to	the	Consolidated	Financial	Statements,	provides	a	discussion	of	certain	accounting	standards that	have	been	adopted	during	2017	or	that	have	not	yet	been	required	to	be	implemented	and	may	be	applicable	to	our	future	operations.

# EXECUTIVE	SUMMARY

Our	organic	revenue	increase	in	2017	was	driven	by	growth	throughout	most	of	our	geographic	regions,	which	was	primarily	a	result	of	growth	with	existing	clients. The	growth	in	our	domestic	market	was	primarily	driven	by	our	media	and	advertising	disciplines.	Our	international	organic	increase	was	primarily	driven	by	strong growth	within	our	media	discipline,	with	notable	contributions	from	Continental	Europe	and	our	Other	region,	primarily	in	Canada.	The	Asia	Pacific	region	weighed	on our	international	growth,	mainly	due	to	a	challenging	and	competitive	market	within	our	advertising	discipline.	We	continued	to	have	increased	growth	in	demand	for our	full	range	of	services,	including	media,	creative	and	marketing	services	across	most	of	our	regional	markets.	We	carefully	managed	our	operating	expenses,	which reflected	investments	made	in	our	agencies	to	support	our	new	business	portfolio,	service	our	existing	clients	and	grow	our	capabilities.

Overall	demand	for	our	services	by	clients	remains	solid,	though	our	growth	slowed	in	2017	relative	to	its	strong	pace	in	recent	years	due	to	challenging	comparable performance	over	the	last	three	years,	and	to	caution	on	the	part	of	some	large	marketers	that	characterized	our	industry	in	2017.	We	continue	to	derive	substantial benefit	from	our	diversified	client	base,	our	global	footprint	and	the	broad	range	and	strength	of	our	professional	offerings.	We	continued	to	enhance	our	businesses during	2017	by	making	investments	in	creative	and	strategic	talent	that	emphasize	our	growth	priorities:	fast-growth	digital	marketing	channels,	high-growth	geographic regions,	creative	talent	and	strategic	world	markets.	We	believe	our	continued	investment	in	tools,	technology	and	process	improvements	will	create	efficiencies	in	the delivery	of	our	services.

We	continued	to	enhance	value	to	our	shareholders	through	common	stock	dividends,	share	repurchases	and	improvements	in	our	balance	sheet.	Basic	earnings	per share	available	to	IPG	common	stockholders	for	the	years	ended	December	31,	2017,	2016	 and	2015	 were	$1.49,	$1.53	 and	$1.11	per	share,	respectively.	Diluted earnings	per	share	for	the	years	ended	December	31,	2017,	2016	and	2015	were	$1.46,	$1.49	and	$1.09	per	share,	respectively.	Basic	and	diluted	earnings	per	share	for the	year	ended	December	31,	2017	included	a	net	positive	impact	of	$0.09	per	share	as	a	result	of	the	Tax	Cuts	and	Jobs	Act	as	discussed	in	further	detail	in	the	Income Taxes	section	of	our	MD&A.	Basic	and	diluted	earnings	per	share	for	the	year	ended	December	31,	2017	included	a	negative	impact	of	$0.04	per	share	from	net	losses on	sales	of	businesses	due	to	completed	dispositions	and	the	classification	of	certain	assets	as	held	for	sale.	Basic	and	diluted	earnings	per	share	for	the	year	ended December	31,	2016	included	a	net	positive	impact	of	$0.20	per	share	from	various	tax	items	as	discussed	in	further	detail	in	the	Income	Taxes	section	of	our	MD&A. Basic	and	diluted	earnings	per	share	for	the	years	ended	December	31,	2016	and	2015	included	negative	impacts	of	$0.10	and	$0.12	per	share,	respectively,	from	net losses	on	sales	of	businesses	due	to	completed	dispositions	and	the	classification	of	certain	assets	as	held	for	sale.

# Management's	Discussion	and	Analysis	of	Financial	Condition	and	Results	of	Operations	-	(continued)

The	following	tables	present	a	summary	of	financial	performance	for	the	year	ended	December	31,	2017,	as	compared	with	the	same	periods	in	2016	and	2015.

|  | 2017 |  | 2016 |  |
| :--- | :--- | :--- | :--- | :--- |
| %\tIncrease\t/\t(Decrease) | Total | Organic | Total | Organic |
| Revenue | 0.5\t% | 1.8% | 3.1\t% | 5.0% |
| Salaries\tand\trelated\texpenses | 0.7\t% | 2.0% | 3.7\t% | 5.7% |
| Office\tand\tgeneral\texpenses | (1.6)% | 0.5% | (0.7)% | 2.0% |
|  |  | Years\tended\tDecember\t31, | Years\tended\tDecember\t31, |  |
|  |  | 2017 | 2016 | 2015 |
| Operating\tmargin |  | 12.4% | 12.0\t% | 11.5% |
| Expenses\tas\t%\tof\trevenue: |  |  |  |  |
| Salaries\tand\trelated\texpenses |  | 64.3% | 64.2\t% | 63.8% |
| Office\tand\tgeneral\texpenses |  | 23.4% | 23.8\t% | 24.7% |
| Net\tincome\tavailable\tto\tIPG\tcommon\tstockholders |  | $579.0 | $608.5 | $454.6 |
| Earnings\tper\tshare\tavailable\tto\tIPG\tcommon\tstockholders: |  |  |  |  |
| Basic |  | $1.49 | $1.53 | $1.11 |
| Diluted |  | $1.46 | $1.49 | $1.09 |

When	we	analyze	period-to-period	changes	in	our	operating	performance,	we	determine	the	portion	of	the	change	that	is	attributable	to	changes	in	foreign	currency rates	and	the	net	effect	of	acquisitions	and	divestitures,	and	the	remainder	we	call	organic	change,	which	indicates	how	our	underlying	business	performed.	The performance	metrics	that	we	use	to	evaluate	our	results	include	the	organic	change	in	revenue,	salaries	and	related	expenses,	and	office	and	general	expenses,	and	the components	of	operating	expenses	expressed	as	a	percentage	of	total	consolidated	revenue.	Additionally,	in	certain	of	our	discussions	we	analyze	revenue	by	geographic region	and	also	by	business	sector,	in	which	we	focus	on	our	top	100	clients,	which	typically	constitute	approximately	55%	to	60%	of	our	annual	consolidated	revenues.

The	change	in	our	operating	performance	attributable	to	changes	in	foreign	currency	rates	is	determined	by	converting	the	prior-period	reported	results	using	the current-period	exchange	rates	and	comparing	these	prior-period	adjusted	amounts	to	the	prior-period	reported	results.	Although	the	U.S.	Dollar	is	our	reporting	currency, a	substantial	portion	of	our	revenues	and	expenses	are	generated	in	foreign	currencies.	Therefore,	our	reported	results	are	affected	by	fluctuations	in	the	currencies	in which	we	conduct	our	international	businesses.	Our	exposure	is	mitigated	as	the	majority	of	our	revenues	and	expenses	in	any	given	market	are	generally	denominated	in the	same	currency.	Both	positive	and	negative	currency	fluctuations	against	the	U.S.	Dollar	affect	our	consolidated	results	of	operations,	and	the	magnitude	of	the foreign	currency	impact	on	us	related	to	each	geographic	region	depends	on	the	significance	and	operating	performance	of	the	region.	The	foreign	currency	that	most adversely	impacted	our	results	during	2017	was	the	British	Pound	Sterling,	partially	offset	by	the	Brazilian	Real	and	South	African	Rand.

For	purposes	of	analyzing	changes	in	our	operating	performance	attributable	to	the	net	effect	of	acquisitions	and	divestitures,	transactions	are	treated	as	if	they occurred	on	the	first	day	of	the	quarter	during	which	the	transaction	occurred.	During	the	past	few	years,	we	have	acquired	companies	that	we	believe	will	enhance	our offerings	and	disposed	of	businesses	that	are	not	consistent	with	our	strategic	plan.	See	Note	4	to	the	Consolidated	Financial	Statements	for	additional	information	on our	acquisitions.

# RESULTS	OF	OPERATIONS

# Consolidated	Results	of	Operations

# REVENUE

Our	revenue	is	directly	impacted	by	the	retention	and	spending	levels	of	existing	clients	and	by	our	ability	to	win	new	clients.	Most	of	our	expenses	are	recognized ratably	throughout	the	year	and	are	therefore	less	seasonal	than	revenue.	Our	revenue	is	typically	lowest	in	the	first	quarter	and	highest	in	the	fourth	quarter.	This	reflects the	seasonal	spending	of	our	clients,	incentives	earned	at	year	end	on	various	contracts	and	project	work	completed	that	is	typically	recognized	during	the	fourth	quarter. In	the	events	marketing	business,	revenues	can	fluctuate	due	to	the	timing	of	completed	projects,	as	revenue	is	typically	recognized	when	the	project	is	complete.	When we	act	as	principal	for	these	projects,	we	record	the	gross	amount	billed	to	the	client	as	revenue,	and	the	related	costs	are	incurred	as	pass-through	costs	in	office	and general	expenses.

|  | Year	ended	December<br>31,	2016 | Foreign<br>Currency | Acquisitions/<br>(Divestitures) | Organic | Year	ended	December<br>31,	2017 | Organic | Total |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Consolidated | $7,846.6 | $(2.8) | $(100.3) | $138.9 | $7,882.4 | 1.8\t% | 0.5\t% |
| Domestic | 4,684.8 | 0.0 | (71.4) | 100.9 | 4,714.3 | 2.2\t% | 0.6\t% |
| International | 3,161.8 | (2.8) | (28.9) | 38.0 | 3,168.1 | 1.2\t% | 0.2\t% |
| United\tKingdom | 695.7 | (36.4) | 14.9 | 7.6 | 681.8 | 1.1\t% | (2.0)% |
| Continental\tEurope | 699.8 | 9.5 | (17.5) | 24.3 | 716.1 | 3.5\t% | 2.3\t% |
| Asia\tPacific | 923.0 | 3.0 | 2.5 | (14.9) | 913.6 | (1.6)% | (1.0)% |
| Latin\tAmerica | 372.7 | 14.9 | (31.4) | (0.3) | 355.9 | (0.1)% | (4.5)% |
| Other | 470.6 | 6.2 | 2.6 | 21.3 | 500.7 | 4.5\t% | 6.4\t% |

During	2017,	our	revenue	increased	by	$35.8,	or	0.5%,	compared	to	2016,	comprised	of	an	organic	revenue	increase	of	$138.9,	or	1.8%,	partially	offset	by	the	effect of	 net	 divestitures	 of	$100.3	 and	 an	 adverse	 foreign	 currency	 rate	 impact	 of	$2.8.	Our	organic	revenue	 increase	was	primarily	attributable	 to	growth	within	 the healthcare,	auto,	government	and	industrials	sectors,	partially	offset	by	decreases	in	the	technology	and	telecom	and	the	consumer	packaged	goods	sectors.	The	organic increase	in	our	domestic	market	was	mainly	driven	by	strong	growth	at	our	media	and	advertising	businesses,	partially	offset	by	weakness	in	our	public	relations	and digital	specialist	agencies.	In	our	international	markets,	the	organic	revenue	increase	was	primarily	driven	by	growth	at	our	media	businesses	and	public	relations agencies	across	all	regions	and	our	advertising	businesses	in	the	United	Kingdom,	partially	offset	by	decreases	at	our	advertising	businesses	in	the	Asia	Pacific	and Latin	America	regions	and	our	events	business	in	the	United	Kingdom,	primarily	as	a	result	of	certain	projects	where	we	no	longer	act	as	principal.

|  | Year	ended	December<br>31,	2015 | Foreign<br>Currency | Acquisitions/<br>(Divestitures) | Organic | Year	ended	December<br>31,	2016 | Organic | Total |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Consolidated | $7,613.8 | $(159.7) | $15.3 | $377.2 | $7,846.6 | 5.0% | 3.1\t% |
| Domestic | 4,475.5 | 0.0 | 14.2 | 195.1 | 4,684.8 | 4.4% | 4.7\t% |
| International | 3,138.3 | (159.7) | 1.1 | 182.1 | 3,161.8 | 5.8% | 0.7\t% |
| United\tKingdom | 687.7 | (77.8) | 27.6 | 58.2 | 695.7 | 8.5% | 1.2\t% |
| Continental\tEurope | 697.2 | (8.1) | (29.2) | 39.9 | 699.8 | 5.7% | 0.4\t% |
| Asia\tPacific | 916.9 | (13.4) | 3.8 | 15.7 | 923.0 | 1.7% | 0.7\t% |
| Latin\tAmerica | 383.5 | (43.5) | (14.0) | 46.7 | 372.7 | 12.2% | (2.8)% |
| Other | 453.0 | (16.9) | 12.9 | 21.6 | 470.6 | 4.8% | 3.9\t% |

During	2016,	our	revenue	increased	by	$232.8,	 or	3.1%,	compared	to	2015,	comprised	of	an	organic	revenue	increase	of	$377.2,	 or	5.0%,	and	the	effect	of	net acquisitions	 of	$15.3,	partially	offset	by	an	adverse	foreign	currency	rate	 impact	of	$159.7.	Our	organic	revenue	 increase	was	 throughout	all	geographic	regions, attributable	to	a	combination	of	higher	spending	from	existing	clients	and	net	client	wins	in	most	client	sectors,	notably	in	the	healthcare	and	technology	and	telecom sectors.	The	organic	increase	in	our	domestic	market	was	driven	by	growth	across	nearly	all	disciplines,	most	notably	at	our	digital	specialist	agencies	and	advertising businesses.	In	our	international	markets,	the	organic	revenue	increase	was	driven	by	growth	across	all	disciplines,	most	notably	at	our	media	businesses	in	all	geographic regions,	primarily	in	Continental	Europe,	led	by	Germany,	as	well	as	our	events	business,	where	we	had	an	increase	in	the	United	Kingdom	offset	by	a	decrease	in	the Asia	Pacific	region.	Also	contributing	to	our	international	organic	revenue	increase	were	our	digital	specialist	agencies,	primarily	in	the	Latin	America

region	and	the	Other	region,	led	by	Canada,	and	our	public	relations	agencies,	primarily	in	the	United	Kingdom	and	the	Asia	Pacific	region.

Refer	to	the	segment	discussion	later	in	this	MD&A	for	information	on	changes	in	revenue	by	segment.

# OPERATING	EXPENSES

|  | 2017 |  | 2016 |  | 2015 |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  | %\tof\n$Revenue | %\tof\n$Revenue | %\tof\n$Revenue | %\tof\n$Revenue | %\tof\n$Revenue | %\tof\n$Revenue |
| Salaries\tand\trelated\texpenses | $5,068.1 | 64.3% | $5,035.1 | 64.2% | $4,854.8 | 63.8% |
| Office\tand\tgeneral\texpenses | 1,840.7 | 23.4% | 1,870.5 | 23.8% | 1,884.2 | 24.7% |
| Total\toperating\texpenses | $6,908.8 |  | $6,905.6 |  | $6,739.0 |  |
| Operating\tincome | $973.6 | 12.4% | $941.0 | 12.0% | $874.8 | 11.5% |

# Salaries	and	Related	Expenses

Salaries	 and	 related	 expenses	 consist	 of	 payroll	 costs,	 employee	 performance	 incentives,	 including	 annual	 bonus	 and	 long-term	 incentive	 awards,	 costs	 for temporary	workers,	severance	and	other	benefits	associated	with	client	service	professional	staff	and	administrative	staff.	Salaries	and	related	expenses	do	not	vary significantly	with	short-term	changes	in	revenue	levels;	however,	salaries	may	fluctuate	due	to	the	timing	of	the	hiring	of	personnel,	including	freelancers,	to	support revenue	growth	and	changes	in	the	performance	levels	and	types	of	employee	incentive	awards.	Additionally,	we	may	take	severance	actions	in	areas	where	we	have	or anticipate	decreases	in	operating	performance	or	to	enhance	our	teams	or	leadership.	Changes	in	our	incentive	awards	mix	can	impact	future-period	expense,	as	annual bonus	awards	are	expensed	during	the	year	in	which	they	are	earned,	and	long-term	incentive	awards	are	expensed	over	the	performance	period,	generally	three	years. Factors	impacting	long-term	incentive	awards	are	the	actual	number	of	awards	vesting,	assumptions	regarding	forfeiture	rates,	the	change	in	our	stock	price,	actual results	and	changes	to	our	projected	results,	which	could	impact	the	achievement	of	certain	performance	targets.

|  | Prior	Year<br>Amount | Foreign<br>Currency | Acquisitions/<br>(Divestitures) | Organic | Total	Amount | Organic | Total |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| 2016\t-\t2017 | $5,035.1 | $(4.1) | $(65.2) | $102.3 | $5,068.1 | 2.0% | 0.7% |
| 2015\t-\t2016 | 4,854.8 | (99.7) | 2.2 | 277.8 | 5,035.1 | 5.7% | 3.7% |

Salaries	and	related	expenses	in	2017	increased	by	$33.0	compared	to	2016,	due	to	an	organic	increase	of	$102.3,	partially	offset	by	the	effect	of	net	divestitures	of $65.2	and	a	favorable	foreign	currency	rate	impact	of	$4.1.	The	organic	increase	was	primarily	attributable	to	an	increase	in	base	salaries,	benefits	and	tax,	partially offset	by	lower	incentive	expense	and	a	decrease	in	acquisition-related	contractual	compensation,	which	is	classified	within	all	other	salaries	and	related	expenses	in	the table	below.	Our	staff	cost	ratio,	defined	as	salaries	and	related	expenses	as	a	percentage	of	total	consolidated	revenue,	slightly	increased	in	2017	to	64.3%	from	64.2% when	compared	to	the	prior	year.

Salaries	and	related	expenses	in	2016	increased	by	$180.3	compared	to	2015,	due	to	an	organic	increase	of	$277.8	and	the	effect	of	net	acquisitions	of	$2.2,	partially offset	by	a	favorable	foreign	currency	rate	impact	of	$99.7.	The	organic	increase	was	primarily	attributable	to	an	increase	in	base	salaries,	benefits	and	tax	as	a	result	of increases	in	our	workforce	at	businesses	and	in	regions	where	we	had	revenue	growth	or	new	business	wins	over	the	last	twelve	months,	and	higher	long-term	incentive awards	expense,	as	a	result	of	improved	financial	performance.	Our	staff	cost	ratio	increased	in	2016	to	64.2%	from	63.8%	in	2015.

The	following	table	details	our	staff	cost	ratio.

|  | Years	ended	December	31, | Years	ended	December	31, |  |
| :--- | :--- | :--- | :--- |
|  | 2017 | 2016 | 2015 |
| Salaries\tand\trelated\texpenses | 64.3% | 64.2% | 63.8% |
| Base\tsalaries,\tbenefits\tand\ttax | 53.9% | 52.6% | 52.6% |
| Incentive\texpense | 3.3% | 4.0% | 3.7% |
| Severance\texpense | 0.9% | 0.9% | 0.9% |
| Temporary\thelp | 3.7% | 3.7% | 3.6% |
| All\tother\tsalaries\tand\trelated\texpenses | 2.5% | 3.0% | 3.0% |

# Office	and	General	Expenses

Office	and	general	expenses	primarily	include	rent	expense,	professional	fees,	certain	expenses	incurred	by	our	staff	in	servicing	our	clients	and	depreciation	and amortization	costs.	Office	and	general	expenses	also	include	costs	directly	attributable	to	client	engagements,	including	production	costs,	out-of-pocket	costs	such	as travel	for	client	service	staff	and	other	direct	costs	that	are	rebilled	to	our	clients.	Production	expenses	can	vary	significantly	between	periods	depending	upon	the	timing of	completion	of	certain	projects	where	we	act	as	principal,	which	could	impact	trends	between	various	periods	in	the	future.

|  | Prior	Year<br>Amount | Foreign<br>Currency | Acquisitions/<br>(Divestitures) | Organic | Total	Amount | Organic | Total |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| 2016\t-\t2017 | $1,870.5 | $(2.5) | $(36.7) | $9.4 | $1,840.7 | 0.5% | (1.6)% |
| 2015\t-\t2016 | 1,884.2 | (43.6) | (8.7) | 38.6 | 1,870.5 | 2.0% | (0.7)% |

Office	and	general	expenses	in	2017	decreased	by	$29.8	compared	to	2016,	comprised	of	an	organic	increase	of	$9.4,	the	effect	of	net	divestitures	of	$36.7	and	a favorable	foreign	currency	rate	impact	of	$2.5.	The	organic	increase	was	primarily	attributable	to	higher	occupancy	costs,	partially	offset	by	decreases	in	adjustments	to contingent	acquisition	obligations	as	compared	to	the	prior	year	and	lower	production	expenses	related	to	pass-through	costs.	Our	office	and	general	expense	ratio, defined	as	office	and	general	expenses	as	a	percentage	of	total	consolidated	revenue,	decreased	in	2017	to	23.4%	from	23.8%	in	2016.

Office	and	general	expenses	in	2016	decreased	by	$13.7	compared	to	2015,	comprised	of	an	organic	increase	of	$38.6,	a	favorable	foreign	currency	rate	impact	of $43.6	and the	effect	of	net	divestitures	of	$8.7.The	organic	increase	was	attributable	to	higher	occupancy	costs	as	well	as	increases	in	adjustments	to	contingent acquisition	obligations,	partially	offset	by	lower	production	expenses	related	to	pass-through	costs,	which	are	also	reflected	in	revenue,	for	certain	projects	that	decreased in	size	or	did	not	recur	during	2016.	Our	office	and	general	expense	ratio	decreased	in	2016	to	23.8%	from	24.7%	in	2015.

The	following	table	details	our	office	and	general	expense	ratio.	All	other	office	and	general	expenses	primarily	include	production	expenses,	and,	to	a	lesser	extent, depreciation	and	amortization,	bad	debt	expense,	adjustments	to	contingent	acquisition	obligations,	foreign	currency	losses	(gains),	spending	to	support	new	business activity,	net	restructuring	and	other	reorganization-related	charges	(reversals),	long-lived	asset	impairments	and	other	expenses.

|  | Years	ended	December	31, | Years	ended	December	31, |  |
| :--- | :--- | :--- | :--- |
|  | 2017 | 2016 | 2015 |
| Office\tand\tgeneral\texpenses | 23.4% | 23.8% | 24.7% |
| Professional\tfees | 1.6% | 1.5% | 1.6% |
| Occupancy\texpense\t(excluding\tdepreciation\tand\tamortization) | 6.6% | 6.5% | 6.3% |
| Travel\t&amp;\tentertainment,\toffice\tsupplies\tand\ttelecommunications | 2.9% | 3.1% | 3.3% |
| All\tother\toffice\tand\tgeneral\texpenses | 12.3% | 12.7% | 13.5% |

# EXPENSES	AND	OTHER	INCOME

|  |  | Years	ended	December	31, |  |
| :--- | :--- | :--- | :--- |
|  | 2017 | 2016 | 2015 |
| Cash\tinterest\ton\tdebt\tobligations | $(81.9) | $(78.4) | $(74.6) |
| Non-cash\tinterest | (8.9) | (12.2) | (11.2) |
| Interest\texpense | (90.8) | (90.6) | (85.8) |
| Interest\tincome | 19.4 | 20.1 | 22.8 |
| Net\tinterest\texpense | (71.4) | (70.5) | (63.0) |
| Other\texpense,\tnet | (26.2) | (40.3) | (49.6) |
| Total\t(expenses)\tand\tother\tincome | $(97.6) | $(110.8) | $(112.6) |

# Net	Interest	Expense

For	2017,	net	interest	expense	increased	by	$0.9	as	compared	to	2016.	 For	2016,	net	interest	expense	increased	by	$7.5	as	compared to	2015,	primarily	due	to increased	cash	interest	expense	from	uncommitted	credit	lines	in	order	to	meet	working	capital	needs.

# Other	Expense,	net

Results	of	operations	include	certain	items	that	are	not	directly	associated	with	our	revenue-producing	operations.

|  |  | Years	ended	December	31, |  |
| :--- | :--- | :--- | :--- |
|  | 2017 | 2016 | 2015 |
| Net\tlosses\ton\tsales\tof\tbusinesses | $(24.1) | $(41.4) | $(50.0) |
| Other | (2.1) | 1.1 | 0.4 |
| Total\tother\texpense,\tnet | $(26.2) | $(40.3) | $(49.6) |

Net	losses	on	sales	of	businesses	–	During	2017,	the	amounts	recognized	were	primarily	related	to	sales	of	businesses	and	the	classification	of	certain	assets	and liabilities,	consisting	primarily	of	cash,	accounts	receivable	and	accounts	payable,	as	held	for	sale	within	our	Integrated	Agency	Networks	("IAN")	operating	segment. The	businesses	held	for	sale	as	of	year	end	primarily	represent	unprofitable,	non-strategic	agencies	which	are	expected	to	be	sold	within	the	next	twelve	months.	During 2016,	the	amounts	recognized	were	related	to	sales	of	businesses	and	the	classification	of	certain	assets	and	liabilities,	consisting	primarily	of	accounts	receivable	and accounts	payable,	as	held	for	sale	within	both	our	IAN	and	Constituency	Management	Group	("CMG")	segments.	During	2015,	the	amounts	recognized	were	related	to sales	of	businesses	within	both	our	IAN	and	CMG	segments	and	the	classification	of	certain	assets	and	liabilities,	consisting	primarily	of	accounts	receivable	and accounts	payable,	as	held	for	sale	within	our	IAN	segment.

# INCOME	TAXES

|  |  | Years	ended	December	31, |  |
| :--- | :--- | :--- | :--- |
|  | 2017 | 2016 | 2015 |
| Income\tbefore\tincome\ttaxes | $876.0 | $830.2 | $762.2 |
| Provision\tfor\tincome\ttaxes | $281.9 | $198.0 | $282.8 |
| Effective\tincome\ttax\trate | 32.2% | 23.8% | 37.1% |

Our	tax	rates	are	affected	by	many	factors,	including	our	worldwide	earnings	from	various	countries,	changes	in	legislation	and	tax	characteristics	of	our	income. Public	Law	115-97,	commonly	referred	to	as	the	Tax	Cuts	and	Jobs	Act	(the	"Tax	Act"),	was	enacted	on	December	22,	2017.	The	Tax	Act	legislated	many	new	tax provisions	which	have	impacted	our	operations,	including	the	reduction	of	the	U.S.	federal	income	tax	rate	from	35.0%	to	21.0%,	effective	in	2018,	a	current	tax	on	the deemed	repatriation	of	unremitted	foreign	earnings	and	a	U.S	tax	exemption	for	future	distributions	of	certain	foreign	earnings.

U.S.	GAAP	requires	the	income	tax	accounting	effect	of	a	change	in	tax	law,	including	the	effects	on	current	and	deferred	income	taxes,	to	be	reflected	in	the	period in	which	such	law	is	enacted.	The	SEC	issued	Staff	Accounting	Bulletin	No.	118	("SAB	118")	on	December	22,	2017,	which	acknowledges	that	the	information necessary	to	determine	such	income	tax	effects	may	not	be	sufficiently	available,	prepared	or	analyzed	in	reasonable	detail	to	complete	the	accounting	under	U.S. GAAP.	SAB	118	allows

for	the	reporting	of	provisional	amounts	for	those	specific	tax	effects	for	which	a	reasonable	estimate	can	be	made,	and	for	no	amounts	to	be	recorded	where	a reasonable	estimate	cannot	be	made.	Any	subsequent	adjustments	to	reported	amounts	will	be	made	over	the	measurement	period,	which	begins	in	the	reporting	period that	includes	the	Tax	Act's	enactment	date	and	ends	when	an	entity	has	obtained,	prepared	and	analyzed	the	information	that	is	needed	in	order	to	complete	the accounting	requirements	under	U.S.	GAAP,	not	to	exceed	one	year	from	the	enactment	date.

We	have	reasonably	estimated	the	tax	effect	of	re-measuring	our	deferred	tax	balances	and	reserves	at	year	end	to	reflect	the	tax	effect	of	the	reversal	of	such deferred	tax	balances	in	future	periods	during	which	the	U.S.	federal	income	tax	rate	will	be	21.0%.	We	have	recorded	a	decrease	related	to	deferred	tax	assets	and deferred	tax	liabilities,	with	a	corresponding	provisional	net	benefit	to	our	deferred	income	taxes	of	$104.7.	The	Tax	Act's	various	changes	to	the	treatment	of	fixed assets	and	deferred	compensation	are	sufficiently	complex	to	conclude	that	an	adjustment	may	be	necessary.

The	Tax	Act	also	imposes	a	tax	on	certain	unremitted	foreign	earnings	at	various	tax	rates.	We	have	reasonably	estimated	the	tax	effect	of	this	deemed	repatriation of	unremitted	foreign	earnings	and	have	recorded	tax	expense	of	$62.3	as	a	provisional	amount	due	to	the	fact	that	necessary	information	could	not	be	attained,	prepared or	analyzed	on	a	timely	basis	to	be	able	to	complete	the	calculations.	The	complexity	of	the	rules	and	the	comprehensive	data	requirements	will	likely	result	in	some adjustment	to	the	provisional	amount.	The	Company	expects	to	pay	this	amount	over	the	next	eight	years,	as	further	detailed	in	the	Liquidity	and	Capital	Resources section	of	our	Management's	Discussion	and	Analysis	of	Financial	Condition	and	Results	of	Operations.

Additionally,	the	Tax	Act	imposes	a	new	tax	on	certain	foreign	earnings	generated	in	2018	and	forward.	We	are	continuing	to	evaluate	these	global	intangible	low- taxed	income	("GILTI")	tax	rules,	which	are	extremely	complex.	U.S.	GAAP	allows	us	to	choose	between	an	accounting	policy	which	treats	the	U.S.	tax	under	GILTI provisions	as	either	a	current	expense,	as	incurred,	or	as	a	component	of	the	Company's	measurement	of	deferred	taxes.	We	are	not	able	to	reasonably	estimate	the	effect of	the	GILTI	rules	due	to	the	significant	complexity	of	the	rules	and	the	fact	that	the	information	necessary	could	not	be	attained,	prepared	or	analyzed	on	a	timely	basis. Therefore,	we	have	not	made	any	adjustment	related	to	the	potential	GILTI	tax	and	have	not	made	a	policy	decision	regarding	whether	to	record	deferred	taxes	thereon.

Finally,	as	per	interpretive	guidance	issued	by	the	U.S.	Treasury	on	February	13,	2018,	a	tax	benefit	of	$31.2,	which	was	recorded	during	the	third	quarter	of	2017, was	reversed	during	the	fourth	quarter	of	2017	due	to	the	enactment	of	the	Tax	Act.

# Effective	Tax	Rate

In	2017,	our	effective	income	tax	rate	of	32.2%	was	positively	impacted	by	a	net	benefit	of	$36.0	as	a	result	of	the	Tax	Act,	the	primary	impacts	of	which	are discussed	above,	as	well	as	excess	tax	benefits	on	employee	share-based	payments,	partially	offset	by	losses	in	certain	foreign	jurisdictions	where	we	receive	no	tax benefit	due	to	100%	valuation	allowances.

In	2016,	our	effective	income	tax	rate	of	23.8%	was	positively	impacted	by	a	benefit	of	$44.6	related	to	refunds	to	be	claimed	on	future	amended	U.S.	federal returns	for	tax	years	2014	and	2015	primarily	related	to	foreign	tax	credits	and,	to	a	lesser	extent,	research	and	development	credits	based	on	the	conclusion	of	multi-year studies;	the	settlement	of	2011	and	2012	income	tax	audits,	which	included	the	recognition	of	certain	previously	unrecognized	tax	benefits	of	$23.4;	the	reversal	of valuation	allowances	of	$12.2	as	a	consequence	of	the	disposition	of	certain	businesses	in	Continental	Europe;	excess	tax	benefits	on	employee	share-based	payments; and	various	changes	in	state	income	tax	laws	as	well	as	the	recognition	of	previously	unrecognized	state	tax	benefits	as	a	result	of	a	lapse	in	statute	of	limitations.	The positive	impacts	to	our	tax	rates	were	partially	offset	by	a	revaluation	of	deferred	tax	assets	as	a	result	of	a	statutory	tax	rate	change	in	Continental	Europe,	losses	in certain	foreign	jurisdictions	where	we	receive	no	tax	benefit	due	to	100%	valuation	allowances	and	by	losses	on	sales	of	businesses	for	which	we	did	not	receive	a	full tax	benefit.

In	2015,	our	effective	income	tax	rate	of	37.1%	was	negatively	impacted	primarily	by	losses	in	certain	foreign	jurisdictions	where	we	receive	no	tax	benefit	due	to 100%	valuation	allowances	and	from	the	losses	on	sales	of	businesses	for	which	we	did	not	receive	a	full	tax	benefit.	The	negative	impacts	to	our	tax	rates	were	partially offset	by	the	recognition	of	previously	unrecognized	tax	benefits	as	a	result	of	the	reversal	of	valuation	allowances	in	Continental	Europe	and	the	settlement	of	a	2010 income	tax	audit.

See	Note	7	to	the	Consolidated	Financial	Statements	for	further	information.

# EARNINGS	PER	SHARE

Basic	and	diluted	earnings	per	share	for	the	year	ended	December	31,	2017	included	a	negative	impact	of	$0.04	per	share	from	losses	on	sales	of	businesses	and	the classification	of	certain	assets	as	held	for	sale,	offset	by	a	net	positive	impact	of	$0.09

per	share	as	a	result	of	the	Tax	Act.	Further	information	on	the	impacts	of	the	Tax	Act	is	included	in	the	Income	 Taxes	section	of	this	MD&A	and	Note	7	of	the Company's	Consolidated	Financial	Statements.	Basic	and	diluted	earnings	per	share	for	the	year	ended	December	31,	2016	included	a	net	positive	impact	of	$0.20	per share	from	the	various	tax	items	previously	quantified	in	the	Income	Taxes	section	of	this	MD&A,	partially	offset	by	a	negative	impact	of	$0.10	per	share	from	losses	on sales	of	businesses	due	to	completed	dispositions	and	the	classification	of	certain	assets	as	held	for	sale.	Basic	and	diluted	earnings	per	share	for	the	year	ended December	31,	2015	included	a	negative	impact	of	$0.12	per	share	from	losses	on	sales	of	businesses	due	to	completed	dispositions	and	the	classification	of	certain	assets as	held	for	sale.

# Segment	Results	of	Operations

As	discussed	in	Note	12	to	the	Consolidated	Financial	Statements,	we	have	two	reportable	segments	as	of	December	31,	2017:	IAN	and	CMG.	We	also	report results	for	the	"Corporate	and	other"	group.

|  | Year	ended	December<br>31,	2016 | Foreign<br>Currency | Acquisitions/<br>(Divestitures) | Organic | Year	ended	December<br>31,	2017 | Organic | Total |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Consolidated | $6,319.4 | $6.5 | $(67.7) | $139.1 | $6,397.3 | 2.2% | 1.2% |
| Domestic | 3,688.7 | 0.0 | (50.4) | 104.8 | 3,743.1 | 2.8% | 1.5% |
| International | 2,630.7 | 6.5 | (17.3) | 34.3 | 2,654.2 | 1.3% | 0.9% |

During	2017,	IAN	revenue	increased	by	$77.9	compared	to	2016,	comprised	of	an	organic	revenue	increase	of	$139.1	and	a	favorable	foreign	currency	rate	impact of	$6.5,	partially	offset	by	the	effect	of	net	divestitures	of	$67.7.	The	organic	revenue	increase	was	primarily	attributable	to	growth	within	the	healthcare	sector,	partially offset	by	decreases	in	the	financial	services	and	technology	and	telecom	sectors.	The	organic	increase	in	our	domestic	market	was	mainly	driven	by	strong	growth	at	our media	and	advertising	businesses,	partially	offset	by	a	decline	within	our	digital	specialist	agencies.	In	our	international	markets,	the	organic	increase	was	primarily driven	by	strong	growth	at	our	media	businesses	across	all	regions,	most	notably	in	Canada	within	our	Other	region	and	in	Germany,	as	well	as	our	advertising businesses	in	the	United	Kingdom,	partially	offset	by	decreases	at	our	advertising	businesses	in	the	Asia	Pacific	and	Latin	America	regions.	The	organic	growth	in	our media	and	advertising	businesses	was	also	positively	impacted	by	the	achievement	of	contractual	performance-related	incentives.

|  | Year	ended	December<br>31,	2015 | Foreign<br>Currency | Acquisitions/<br>(Divestitures) | Organic | Year	ended	December<br>31,	2016 | Organic | Total |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Consolidated | $6,145.4 | $(128.8) | $(21.7) | $324.5 | $6,319.4 | 5.3% | 2.8% |
| Domestic | 3,520.8 | 0.0 | (7.7) | 175.6 | 3,688.7 | 5.0% | 4.8% |
| International | 2,624.6 | (128.8) | (14.0) | 148.9 | 2,630.7 | 5.7% | 0.2% |

During	2016,	IAN	revenue	increased	by	$174.0	compared	 to	2015,	comprised	of	an	organic	revenue	increase	of	$324.5,	partially	offset	by	an	adverse	foreign currency	rate	impact	of	$128.8	and	the	effect	of	net	divestitures	of	$21.7.	The	organic	revenue	increase	was	primarily	attributable	to	a	combination	of	higher	spending and	net	client	wins	in	most	client	sectors,	most	notably	in	the	healthcare	sector.	The	organic	revenue	increase	in	our	domestic	market	was	driven	by	growth	across	all disciplines,	most	notably	at	our	digital	specialist	agencies	and	advertising	businesses.	The	international	organic	revenue	increase	was	driven	by	growth	across	all disciplines,	most	notably	at	our	media	businesses	in	all	geographic	regions,	primarily	in	Continental	Europe,	led	by	Germany,	and	our	Other	region,	primarily	in Canada,	and	our	digital	specialist	agencies	in	the	Latin	America	region	and	Canada.

# SEGMENT	OPERATING	INCOME

|  |  | Years	ended	December	31, |  | Change |  |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  | 2017 | 2016 | 2015 | 2017\tvs\t2016 | 2016\tvs\t2015 |
| Segment\toperating\tincome | $907.4 | $898.2 | $850.3 | 1.0% | 5.6% |
| Operating\tmargin | 14.2% | 14.2% | 13.8% |  |  |

Operating	income	increased	during	2017	when	compared	to	2016,	due	to	an	increase	in	revenue	of	$77.9,	as	discussed	above,	and	a	decrease	in	office	and	general expenses	of	$4.0,	partially	offset	by	an	increase	in	salaries	and	related	expenses	of	$72.7.	The	increase	in	salaries	and	related	expenses	was	primarily	due	to	an	increase in	base	salaries,	benefits	and	tax,	partially	offset	by	lower	incentive	expense.	The	decrease	in	office	and	general	expenses	was	attributable	to	lower	production	expenses related	to	pass-through	costs,	which	are	also	reflected	in	revenue,	and	a	gain	on	the	sale	of	an	asset,	partially	offset	by	higher	occupancy	costs.

Operating	income	increased	during	2016	when	compared	to	2015	due	to	an	increase	in	revenue	of	$174.0,	as	discussed	above,	and	a	decrease	in	office	and	general expenses	of	$2.7,	partially	offset	by	an	increase	in	salaries	and	related	expenses	of	$128.8.	The	increase	in	salaries	and	related	expenses	was	primarily	due	to	an	increase in	base	salaries,	benefits	and	tax	as	well	as	temporary	help,	primarily	attributable	to	increases	in	our	workforce	at	businesses	and	in	regions	where	we	had	revenue growth	or	new	business	wins	over	the	last	twelve	months.	The	decrease	in	office	and	general	expenses	was	attributable	to	lower	charges	for	contingencies	and	lower professional	consulting	fees,	partially	offset	by	higher	occupancy	costs	and	increases	in	adjustments	to	contingent	acquisition	obligations	as	compared	to	the	prior	year.

|  | Year	ended	December<br>31,	2016 | Foreign<br>Currency | Acquisitions/<br>(Divestitures) | Organic | Year	ended	December<br>31,	2017 | Organic | Total |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Consolidated | $1,527.2 | $(9.3) | $(32.6) | $(0.2) | $1,485.1 | 0.0\t% | (2.8)% |
| Domestic | 996.1 | 0.0 | (21.0) | (3.9) | 971.2 | (0.4)% | (2.5)% |
| International | 531.1 | (9.3) | (11.6) | 3.7 | 513.9 | 0.7\t% | (3.2)% |

During	2017,	CMG	revenue	decreased	by	$42.1	compared	to	2016,	comprised	of	a	slight	decrease	in	organic	revenue	of	$0.2,	the	effect	of	net	divestitures	of	$32.6 and	an	adverse	foreign	currency	rate	impact	of	$9.3.	The	organic	revenue	decrease	in	our	domestic	market	was	mainly	driven	by	decreases	in	our	public	relations agencies	and	branding	businesses,	partially	offset	by	growth	at	our	sports	marketing	businesses.	In	our	international	markets,	the	organic	increase	was	primarily	driven by	growth	at	our	public	relations	and	sports	marketing	businesses	across	all	regions,	partially	offset	by	a	decrease	in	pass-through	revenue	related	to	certain	projects where	we	acted	as	principal	that	decreased	in	size	or	did	not	recur	in	our	events	business	in	2017,	most	notably	in	the	United	Kingdom,	the	impact	of	which	is	also reflected	as	a	comparable	reduction	in	office	and	general	expenses.

|  | Year	ended	December<br>31,	2015 | Foreign<br>Currency | Acquisitions/<br>(Divestitures) | Organic | Year	ended	December<br>31,	2016 | Organic | Total |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Consolidated | $1,468.4 | $(30.9) | $37.0 | $52.7 | $1,527.2 | 3.6% | 4.0% |
| Domestic | 954.7 | 0.0 | 21.9 | 19.5 | 996.1 | 2.0% | 4.3% |
| International | 513.7 | (30.9) | 15.1 | 33.2 | 531.1 | 6.5% | 3.4% |

During	2016,	CMG	revenue	increased	by	$58.8	compared	to	2015,	comprised	of	an	organic	revenue	increase	of	$52.7	and	the	effect	of	net	acquisitions	of	$37.0, largely	offset	by	an	adverse	foreign	currency	rate	 impact	of	$30.9.	The	organic	revenue	increase	in	our	international	markets	was	driven	by	our	public	relations businesses,	primarily	in	the	Asia	Pacific	region,	as	well	as	our	events	business,	where	we	had	an	increase	in	the	United	Kingdom	offset	by	a	decrease	in	the	Asia	Pacific region.	The	domestic	organic	revenue	increase	was	primarily	attributable	to	an	increase	in	our	public	relations	businesses,	primarily	in	the	technology	and	telecom	and healthcare	sectors,	offset	by	a	decline	in	our	events	marketing	business.

|  |  | Years	ended	December	31, |  | Change |  |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  | 2017 | 2016 | 2015 | 2017\tvs\t2016 | 2016\tvs\t2015 |
| Segment\toperating\tincome | $192.8 | $190.0 | $166.3 | 1.5% | 14.3% |
| Operating\tmargin | 13.0% | 12.4% | 11.3% |  |  |

Operating	income	increased	during	2017	when	compared	to	2016,	comprised	of	a	decrease	in	revenue	of	$42.1,	as	discussed	above,	a	decrease	in	salaries	and	related expenses	of	$28.0	and	a	decrease	in	office	and	general	expenses	of	$16.9.	The	decrease	in	salaries	and	related	expenses	was	primarily	due	to	lower	discretionary	bonuses and	incentive	expense	as	well	as	a	decrease	in	base	salaries,	benefits	and	tax.	The	decrease	in	office	and	general	expenses	was	primarily	due	to	decreases	in	adjustments to	contingent	acquisition	obligations,	as	compared	to	the	prior	year.

Operating	income	increased	during	2016	when	compared	to	2015	due	to	an	increase	in	revenue	of	$58.8,	as	discussed	above,	and	a	decrease	in	office	and	general expenses	of	$3.7,	partially	offset	by	an	increase	in	salaries	and	related	expenses	of	$38.8.	The	increase	in	salaries	and	related	expenses	was	attributable	to	an	increase	in base	salaries,	benefits	and	tax	primarily	due	to	increases	in	our	workforce	to	support	business	growth	over	the	last	twelve	months.	The	decrease	in	office	and	general expenses	was	primarily	due	to	lower	production	expenses	related	to	pass-through	costs,	which	are	also	reflected	in	revenue,	for	certain	projects	in	which	we	acted	as principal	that	decreased	in	size	or	did	not	recur	during	the	current	year.

# 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.	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	decreased	during	2017	by	$20.6	to	$126.6	compared	to	2016,	primarily	due	to	lower	annual	incentive	expense.	Corporate	and	other expenses	increased	during	2016	by	$5.4	to	$147.2	compared	to	2015.

# LIQUIDITY	AND	CAPITAL	RESOURCES

# CASH	FLOW	OVERVIEW

The	following	tables	summarize	key	financial	data	relating	to	our	liquidity,	capital	resources	and	uses	of	capital.

|  |  | Years	ended	December	31, |  |
| :--- | :--- | :--- | :--- |
| Cash\tFlow\tData | 2017 | 2016 | 2015 |
| Net\tincome,\tadjusted\tto\treconcile\tto\tnet\tcash\tprovided\tby\toperating\tactivities\t1 | $887.3 | $1,023.2 | $848.8 |
| Net\tcash\tused\tin\tworking\tcapital\t2 | (29.9) | (414.9) | (99.9) |
| Changes\tin\tother\tnon-current\tassets\tand\tliabilities | 24.4 | (95.5) | (60.4) |
| Net\tcash\tprovided\tby\toperating\tactivities | $881.8 | $512.8 | $688.5 |
| Net\tcash\tused\tin\tinvesting\tactivities | (196.2) | (263.9) | (199.7) |
| Net\tcash\tused\tin\tfinancing\tactivities | (1,004.9) | (666.4) | (490.9) |

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,	net	losses	on sales	of	businesses	and	deferred	income	taxes.

2 Reflects	changes	in	accounts	receivable,	expenditures	billable	to	clients,	other	current	assets,	accounts	payable	and	accrued	liabilities.

# Operating	Activities

Due	to	the	seasonality	of	our	business,	we	typically	use	cash	from	working	capital	in	the	first	nine	months	of	a	year,	with	the	largest	impact	in	the	first	quarter,	and generate	cash	from	working	capital	in	the	fourth	quarter,	driven	by	the	seasonally	strong	media	spending	by	our	clients.	Quarterly	and	annual	working	capital	results	are impacted	by	the	fluctuating	annual	media	spending	budgets	of	our	clients	as	well	as	their	changing	media	spending	patterns	throughout	each	year	across	various countries.

The	timing	of	media	buying	on	behalf	of	our	clients	across	various	countries	affects	our	working	capital	and	operating	cash	flow	and	can	be	volatile.	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,	which	substantially	exceed	our	revenues,	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.

Net	cash	provided	by	operating	activities	during	2017	was	$881.8,	which	was	an	increase	of	$369.0	as	compared	to	2016,	primarily	as	a	result	of	an	improvement	in working	capital	usage	of	$385.0.	Working	capital	in	2017	benefited	from	the	spending	patterns	of	our	clients	compared	to	2016.

Net	cash	provided	by	operating	activities	during	2016	was	$512.8,	which	was	a	decrease	of	$175.7	as	compared	to	2015,	primarily	as	a	result	of	an	increase	in working	capital	usage	of	$315.0.	Our	net	working	capital	usage	in	2016	was	primarily	attributable	to	our	media	businesses	and	the	shifting	of	several	clients'	media spending	budgets	into	the	third	quarter	from	the	fourth	quarter	in	2016,	and	the	corresponding	payments	to	media	suppliers	thereafter.

# Investing	Activities

Net	cash	used	in	investing	activities	during	2017	primarily	consisted	of	payments	for	capital	expenditures	of	$155.9,	related	mostly	to	leasehold	improvements	and computer	hardware	and	software.

Net	cash	used	in	investing	activities	during	2016	primarily	consisted	of	payments	for	capital	expenditures	of	$200.7,	related	mostly	to	leasehold	improvements	and computer	hardware	and	software,	and	payments	for	acquisitions	of	$52.0,	net	of	cash	acquired.

# Financing	Activities

Net	cash	used	in	financing	activities	during	2017	was	primarily	driven	by	the	redemption	of	all	$300.0	in	aggregate	principal	amount	of	the	2.25%	Senior	Notes	due 2017,	the	repurchase	of	13.7	shares	of	our	common	stock	for	an	aggregate	cost	of	$300.1,	including	fees,	and	the	payment	of	dividends	of	$280.3.

Net	cash	used	in	financing	activities	during	2016	was	primarily	driven	by	the	repurchase	of	13.3	shares	of	our	common	stock	for	an	aggregate	cost	of	$303.3, including	fees,	and	the	payment	of	dividends	of	$238.4.

# Foreign	Exchange	Rate	Changes

The	effect	of	foreign	exchange	rate	changes	on	cash,	cash	equivalents	and	restricted	cash	included	in	the	Consolidated	Statements	of	Cash	Flows	resulted	in	an increase	of	$16.8	in	2017,	primarily	a	result	of	the	Australian	Dollar	strengthening	against	the	U.S.	Dollar	as	of	December	31,	2017	compared	to	December	31,	2016.

The	effect	of	foreign	exchange	rate	changes	on	cash,	cash	equivalents	and	restricted	cash	included	in	the	Consolidated	Statements	of	Cash	Flows	resulted	in	an increase	of	$11.6	in	2016,	primarily	a	result	of	the	Brazilian	Real	strengthening	against	the	U.S.	Dollar	as	of	December	31,	2016	compared	to	December	31,	2015.

|  | December	31, | December	31, |
| :--- | :--- | :--- |
| Balance\tSheet\tData | 2017 | 2016 |
| Cash,\tcash\tequivalents\tand\tmarketable\tsecurities | $791.0 | $1,100.6 |
| Short-term\tborrowings | $84.9 | $85.7 |
| Current\tportion\tof\tlong-term\tdebt | 2.0 | 323.9 |
| Long-term\tdebt | 1,285.6 | 1,280.7 |
| Total\tdebt | $1,372.5 | $1,690.3 |

# LIQUIDITY	OUTLOOK

We	expect	our	cash	flow	from	operations	and	existing	cash	and	cash	equivalents	to	be	sufficient	to	meet	our	anticipated	operating	requirements	at	a	minimum	for the	next	twelve	months.	We	also	have	a	committed	corporate	credit	facility,	uncommitted	lines	of	credit	and	a	commercial	paper	program	available	to	support	our operating	needs.	We	continue	to	maintain	a	disciplined	approach	to	managing	liquidity,	with	flexibility	over	significant	uses	of	cash,	including	our	capital	expenditures, cash	used	for	new	acquisitions,	our	common	stock	repurchase	program	and	our	common	stock	dividends.

From	time	to	time,	we	evaluate	market	conditions	and	financing	alternatives	for	opportunities	to	raise	additional	funds	or	otherwise	improve	our	liquidity	profile, enhance	our	financial	flexibility	and	manage	market	risk.	Our	ability	to	access	the	capital	markets	depends	on	a	number	of	factors,	which	include	those	specific	to	us, such	as	our	credit	ratings,	and	those	related	to	the	financial	markets,	such	as	the	amount	or	terms	of	available	credit.	There	can	be	no	guarantee	that	we	would	be	able	to access	new	sources	of	liquidity,	or	continue	to	access	existing	sources	of	liquidity,	on	commercially	reasonable	terms,	or	at	all.

# Funding	Requirements

Our	most	significant	funding	requirements	include	our	operations,	non-cancelable	operating	lease	obligations,	capital	expenditures,	acquisitions,	common	stock dividends,	taxes	and	debt	service.	Additionally,	we	may	be	required	to	make	payments	to	minority	shareholders	in	certain	subsidiaries	if	they	exercise	their	options	to sell	us	their	equity	interests.

# Notable	funding	requirements	include:

•Debt	service	–	As	of	December	31,	2017,	we	had	outstanding	short-term	borrowings	of	$84.9	from	our	uncommitted	lines	of	credit	used	primarily	to	fund seasonal	working	capital	needs.	The	remainder	of	our	debt	is	primarily	long-term,	with	maturities	scheduled	through	2024.	See	the	table	below	for	the	maturity schedule	of	our	long-term	debt.

•Acquisitions	–	We	paid	cash	of	$29.7,	net	of	cash	acquired	of	$7.1,	for	acquisitions	completed	in	2017.	We	also	paid	$0.9	in	up-front	payments	and	$100.8	in deferred	payments	for	prior-year	acquisitions	as	well	as	ownership	increases	in	our	consolidated	subsidiaries.	In	addition	to	potential	cash	expenditures	for	new acquisitions,	we	expect	to	pay	approximately	$42.0	in	2018	related	to	prior	acquisitions.	We	may	also	be	required	to	pay	approximately	$33.0	in	2018	related	to put	options	held	by	minority	shareholders	if	exercised.	We	will	continue	to	evaluate	strategic	opportunities	to	grow	and	continue	to	strengthen	our	market position,	particularly	in	our	digital	and	marketing	services	offerings,	and	to	expand	our	presence	in	high-growth	and	key	strategic	world	markets.

•Dividends	–	During	2017,	we	paid	four	quarterly	cash	dividends	of	$0.18	per	share	on	our	common	stock,	which	corresponded	to	aggregate	dividend	payments of	$280.3.	 On	February	14,	2018,	we	announced	that	our	Board	of	Directors	(the	"Board")	had	declared	a	common	stock	cash	dividend	of	$0.21	per	share, payable	on	March	15,	2018	to	holders	of	record	as	of	the	close	of	business	on	March	1,	2018.	Assuming	we	pay	a	quarterly	dividend	of	$0.21	per	share	and there	is	no	significant	change	in	the	number	of	outstanding	shares	as	of	December	31,	2017,	we	would	expect	to	pay	approximately	$320.0	over	the	next	twelve months.

The	following	summarizes	our	estimated	contractual	cash	obligations	and	commitments	as	of	December	31,	2017	and	their	effect	on	our	liquidity	and	cash	flow	in future	periods.

|  |  | Years	ended	December	31, | Years	ended	December	31, |  |  |  |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  | 2018 | 2019 | 2020 | 2021 | 2022 | Thereafter | Total |
| Long-term\tdebt\t1 | $2.0 | $3.1 | $1.0 | $0.0 | $247.6 | $1,033.9 | $1,287.6 |
| Interest\tpayments\ton\tlong-term\tdebt\t1 | 52.0 | 52.0 | 52.0 | 52.0 | 43.7 | 29.5 | 281.2 |
| Non-cancelable\toperating\tlease\tobligations\t2 | 330.8 | 308.3 | 282.8 | 250.0 | 203.3 | 726.7 | 2,101.9 |
| Contingent\tacquisition\tpayments\t3 | 79.0 | 53.9 | 79.0 | 34.7 | 11.4 | 10.4 | 268.4 |
| Uncertain\ttax\tpositions\t4 | 33.9 | 166.7 | 24.5 | 20.5 | 5.8 | 20.5 | 271.9 |
| Deemed\tmandatory\trepatriation\ttax\t5 | 7.3 | 4.8 | 4.8 | 4.8 | 4.8 | 35.8 | 62.3 |
| Total | $505.0 | $588.8 | $444.1 | $362.0 | $516.6 | $1,856.8 | $4,273.3 |

1 Amounts	represent	maturity	at	book	value	and	interest	payments	based	on	contractual	obligations.	We	may	redeem	all	or	some	of	the	 4.00%	Senior	Notes	due	2022,	the	3.75%	Senior	Notes	due 2023	and	the	4.20%	Senior	Notes	due	2024	at	the	greater	of	the	principal	amount	of	the	notes	to	be	redeemed	or	a	"make-whole"	amount,	plus,	in	each	case,	accrued	and	unpaid	interest	to	the date	of	redemption.

2 Non-cancelable	operating	lease	obligations	are	presented	net	of	future	receipts	on	contractual	sublease	arrangements.

3 We	have	structured	certain	acquisitions	with	additional	contingent	purchase	price	obligations	based	on	factors	including	future	performance	of	the	acquired	entity.	See	Note 4	and	Note	13	to	the Consolidated	Financial	Statements	for	further	information.

4 The	amounts	presented	are	estimates	due	to	inherent	uncertainty	of	tax	settlements,	including	the	ability	to	offset	liabilities	with	tax	loss	carryforwards.

5 Amounts	represent	the	taxes	to	be	paid	to	the	U.S.	federal	government	related	to	the	deemed	repatriation	of	unremitted	foreign	earnings	as	a	result	of	the	enactment	of	the	Tax	Cuts	and	Jobs	Act in	December	2017.	We	will	elect	to	pay	the	amounts	above	over	an	eight-year	period.

# Share	Repurchase	Program

In	February	2017,	the	Board	authorized	a	share	repurchase	program	to	repurchase	from	time	to	time	up	to	$300.0,	excluding	fees,	of	our	common	stock	(the	"2017 Share	Repurchase	Program"),	which	was	in	addition	to	the	remaining	amount	available	to

be	 repurchased	 from	 the	 $300.0	 authorization	 made	 by	 the	 Board	 in	 February	 2016	 (the	 "2016	 Share	 Repurchase	 Program").	We	 fully	 utilized	 the	 2016	 Share Repurchase	Program	during	the	third	quarter	of	2017.	As	of	December	31,	2017,	$155.5	remained	available	for	repurchase	under	the	2017	Share	Repurchase	Program.

On	February	14,	2018,	we	announced	that	our	Board	had	approved	a	new	share	repurchase	program	to	repurchase	from	time	to	time	up	to	$300.0,	excluding	fees,	of our	common	stock.	The	new	authorization	is	in	addition	to	any	amounts	remaining	for	repurchase	under	the	2017	Share	Repurchase	Program.	There	is	no	expiration	date associated	with	the	share	repurchase	programs.

We	may	effect	such	repurchases	through	open	market	purchases,	trading	plans	established	in	accordance	with	SEC	rules,	derivative	transactions	or	other	means.	We expect	to	continue	to	repurchase	our	common	stock	in	future	periods,	although	the	timing	and	amount	of	the	repurchases	will	depend	on	market	conditions	and	other funding	requirements.

# FINANCING	AND	SOURCES	OF	FUNDS

Substantially	all	of	our	operating	cash	flow	is	generated	by	our	agencies.	Our	cash	balances	are	held	in	numerous	jurisdictions	throughout	the	world,	primarily	at	the holding	company	level	and	at	our	largest	subsidiaries.	Below	is	a	summary	of	our	sources	of	liquidity.

At	December	31,	2017,	we	held	$598.4	of	cash,	cash	equivalents	and	marketable	securities	in	foreign	subsidiaries.	The	Company	has	historically	asserted	that	its unremitted	foreign	earnings	are	permanently	reinvested,	and	therefore	had	not	recorded	deferred	taxes	on	such	amounts.	The	Tax	Act	provides	a	U.S.	tax	exemption	for dividends	of	certain	foreign	earnings.	The	Tax	Act	may	provide	additional	flexibility	in	the	Company's	tax-efficient	access	to	global	cash,	but	is	expected	to	have limited	impact	to	net	domestic	liquidity.	The	Company	is	still	evaluating	whether	to	continue	its	indefinite	reinvestment	assertion,	in	light	of	the	Tax	Act.	The	evaluation is	not	yet	complete.	Any	change	to	the	assertion	will	be	accounted	for	as	part	of	the	change	in	tax	law.

# Credit	Agreements

We	maintain	a	committed	corporate	credit	facility	which	has	been	amended	and	restated	from	time	to	time	(the	"Credit	Agreement").	We	use	our	Credit	Agreement to	increase	our	financial	flexibility,	to	provide	letters	of	credit	primarily	to	support	obligations	of	our	subsidiaries	and	to	support	our	commercial	paper	program.	The Credit	Agreement	is	a	revolving	facility,	expiring	in	October	2022,	under	which	amounts	borrowed	by	us	or	any	of	our	subsidiaries	designated	under	the	Credit Agreement	may	be	repaid	and	reborrowed,	subject	to	an	aggregate	lending	limit	of	$1,500.0,	or	the	equivalent	in	other	currencies.	The	Company	has	the	ability	to increase	the	commitments	under	the	Credit	Agreement	from	time	to	time	by	an	additional	amount	of	up	to	$250.0,	provided	the	Company	receives	commitments	for	such increases	and	satisfies	certain	other	conditions.	The	aggregate	available	amount	of	letters	of	credit	outstanding	may	decrease	or	increase,	subject	to	a	sublimit	on	letters of	credit	of	$50.0	or	the	equivalent	in	other	currencies.	Our	obligations	under	the	Credit	Agreement	are	unsecured.	As	of	December	31,	2017,	there	were	no	borrowings under	the	Credit	Agreement;	however,	we	had	$8.4	of	letters	of	credit	under	the	Credit	Agreement,	which	reduced	our	total	availability	to	$1,491.6.

Under	the	Credit	Agreement,	we	can	elect	to	receive	advances	bearing	interest	based	on	either	the	base	rate	or	the	Eurocurrency	rate	(each	as	defined	in	the	Credit Agreement)	plus	an	applicable	margin	that	is	determined	based	on	our	credit	ratings.	As	of	December	31,	2017,	the	applicable	margin	was	0.10%	for	base	rate	advances and	1.10%	for	Eurocurrency	rate	advances.	Letter	of	credit	fees	accrue	on	the	average	daily	aggregate	amount	of	letters	of	credit	outstanding,	at	a	rate	equal	to	the applicable	margin	for	Eurocurrency	rate	advances,	and	fronting	fees	accrue	on	the	aggregate	amount	of	letters	of	credit	outstanding	at	an	annual	rate	of	0.25%.	We	also pay	a	facility	fee	at	an	annual	rate	that	is	determined	based	on	our	credit	ratings,	which	as	of	December	31,	2017,	was	0.15%	on	the	aggregate	lending	commitment under	the	Credit	Agreement.

The	table	below	sets	forth	the	financial	covenants	in	effect	as	of	December	31,	2017.

1 The	interest	coverage	ratio	is	defined	as	EBITDA,	as	defined	in	the	Credit	Agreement,	to	net	interest	expense	for	the	four	quarters	then	ended.	The	leverage	ratio	is	defined	as	debt	as	of	the	last day	of	such	fiscal	quarter	to	EBITDA	for	the	four	quarters	then	ended.

As	of	December	31,	2017,	we	were	in	compliance	with	all	of	our	covenants	in	the	Credit	Agreement.	If	we	were	unable	to	comply	with	our	covenants	in	the	future, we	would	seek	an	amendment	or	waiver	from	our	lenders,	but	there	is	no	assurance	that

our	lenders	would	grant	an	amendment	or	waiver.	If	we	were	unable	to	obtain	the	necessary	amendment	or	waiver,	the	credit	facility	could	be	terminated	and	our lenders	could	accelerate	payments	of	any	outstanding	principal.	In	addition,	under	those	circumstances	we	could	be	required	to	deposit	funds	with	one	of	our	lenders	in an	amount	equal	to	any	outstanding	letters	of	credit	under	the	credit	facility.

We	also	have	uncommitted	lines	of	credit	with	various	banks	that	permit	borrowings	at	variable	interest	rates.	We	have	guaranteed	the	repayment	of	some	of	these borrowings	 made	 by	 certain	 subsidiaries.	 If	 we	 lose	 access	 to	 these	 credit	 lines,	 we	 would	 have	 to	 provide	 funding	 directly	 to	 some	 of	 our	 operations.	As	 of December	31,	2017,	the	Company	had	uncommitted	lines	of	credit	in	an	aggregate	amount	of	$926.2,	under	which	we	had	outstanding	borrowings	of	$84.9	classified	as short-term	 borrowings	 on	 our	 Consolidated	 Balance	 Sheet.	 The	 average	 amount	 outstanding	 during	2017	 was	$223.8,	 with	 a	 weighted-average	 interest	 rate	 of approximately	2.9%.

# Commercial	Paper

In	June	2017,	the	Company	established	a	commercial	paper	program	under	which	the	Company	was	authorized	to	issue	unsecured	commercial	paper	up	to	a maximum	aggregate	amount	outstanding	at	any	time	of	$1,000.0,	which	was	increased	to	$1,500.0	on	October	25,	2017.	Borrowings	under	the	program	are	supported	by the	Credit	Agreement	described	above.	Proceeds	of	the	commercial	paper	are	used	for	working	capital	and	general	corporate	purposes,	including	the	repayment	of maturing	indebtedness	and	other	short-term	liquidity	needs.	The	maturities	of	the	commercial	paper	vary	but	may	not	exceed	397	days	from	the	date	of	issue.	As of	December	31,	2017,	 there	was	no	commercial	paper	outstanding.	From	the	date	the	program	was	first	utilized	through	December	31,	2017,	the	average	amount outstanding	under	the	program	was	$477.4,	with	a	weighted-average	interest	rate	of	1.5%	and	a	weighted-average	maturity	of	seventeen	days.

# Cash	Pooling

We	aggregate	our	domestic	cash	position	on	a	daily	basis.	Outside	the	United	States,	we	use	cash	pooling	arrangements	with	banks	to	help	manage	our	liquidity requirements.	In	these	pooling	arrangements,	several	IPG	agencies	agree	with	a	single	bank	that	the	cash	balances	of	any	of	the	agencies	with	the	bank	will	be	subject	to a	full	right	of	set-off	against	amounts	other	agencies	owe	the	bank,	and	the	bank	provides	for	overdrafts	as	long	as	the	net	balance	for	all	agencies	does	not	exceed	an agreed-upon	level.	Typically,	each	agency	pays	interest	on	outstanding	overdrafts	and	receives	interest	on	cash	balances.	Our	Consolidated	Balance	Sheets	reflect	cash, net	of	bank	overdrafts,	under	all	of	our	pooling	arrangements,	and	as	of	December	31,	2017	and	2016	the	amounts	netted	were	$1,412.0	and	$1,300.6,	respectively.

# DEBT	CREDIT	RATINGS

Our	debt	credit	ratings	as	of	February	14,	2018	are	listed	below.

We	are	rated	investment-grade	by	Moody's	Investors	Service,	S&P	Global	Ratings	and	Fitch	Ratings.	In	June	2017,	we	received	from	the	credit	rating	agencies	the short-term	credit	ratings,	set	forth	above,	with	respect	to	our	commercial	paper.	The	most	recent	update	to	our	long-term	credit	ratings	occurred	in	April	2017	when S&P	Global	Ratings	upgraded	our	rating	from	BBB-	to	BBB	with	a	Stable	outlook.	A	credit	rating	is	not	a	recommendation	to	buy,	sell	or	hold	securities	and	may	be subject	to	revision	or	withdrawal	at	any	time	by	the	assigning	credit	rating	agency.	The	rating	of	each	credit	rating	agency	should	be	evaluated	independently	of	any other	rating.	Credit	ratings	could	have	an	impact	on	liquidity,	either	adverse	or	favorable,	because,	among	other	things,	they	could	affect	funding	costs	in,	or	the	ability to	access,	the	capital	markets	or	otherwise.	For	example,	our	Credit	Agreement	fees	and	borrowing	rates	are	based	on	a	long-term	credit	ratings	grid.

# CRITICAL	ACCOUNTING	ESTIMATES

Our	 Consolidated	 Financial	 Statements	 have	 been	 prepared	 in	 accordance	 with	 accounting	 principles	 generally	 accepted	 in	 the	 United	 States	 of	America. Preparation	of	the	Consolidated	Financial	Statements	and	related	disclosures	requires	us	to	make	judgments,	assumptions	and	estimates	that	affect	the	amounts	reported and	disclosed	 in	 the	accompanying	financial	statements	and	footnotes.	Our	significant	accounting	policies	are	discussed	 in	Note	1	 to	 the	Consolidated	Financial Statements.	We	believe	that	of	our	significant	accounting	policies,	the	following	critical	accounting	estimates	involve	management's	most	difficult,	subjective	or complex	judgments.	We	consider	these	accounting	estimates	to	be	critical	because	changes	in	the	underlying	assumptions	or	estimates	have	the	potential	to	materially impact	our	Consolidated	Financial	Statements.	Management	has	discussed

with	 our	Audit	 Committee	 the	 development,	 selection,	 application	 and	 disclosure	 of	 these	 critical	 accounting	 estimates.	 We	 regularly	 evaluate	 our	 judgments, assumptions	and	estimates	based	on	historical	experience	and	various	other	factors	that	we	believe	to	be	relevant	under	the	circumstances.	Actual	results	may	differ from	these	estimates	under	different	assumptions	or	conditions.

# Revenue	Recognition

Our	revenues	are	primarily	derived	from	the	planning	and	execution	of	multi-channel	advertising,	marketing	and	communications	programs	around	the	world.	Most of	our	client	contracts	are	individually	negotiated	and,	accordingly,	the	terms	of	client	engagements	and	the	bases	on	which	we	earn	commissions	and	fees	vary significantly.	Our	client	contracts	are	complex	arrangements	that	may	include	provisions	for	incentive	compensation	and	vendor	rebates	and	credits.	Our	largest	clients are	multinational	entities,	and,	as	such,	we	often	provide	services	to	these	clients	out	of	multiple	offices	and	across	many	of	our	agencies.	In	arranging	for	such	services, it	is	possible	that	we	will	enter	into	global,	regional	and	local	agreements.	Agreements	of	this	nature	are	reviewed	by	legal	counsel	to	determine	the	governing	terms	to be	followed	by	the	offices	and	agencies	involved.	Critical	judgments	and	estimates	are	involved	in	determining	both	the	amount	and	timing	of	revenue	recognition	under these	arrangements.

Revenue	for	our	services	is	recognized	when	all	of	the	following	criteria	are	satisfied:	(i)	persuasive	evidence	of	an	arrangement	exists;	(ii)	the	price	is	fixed	or determinable;	(iii)	collectability	is	reasonably	assured;	and	(iv)	services	have	been	performed.	Depending	on	the	terms	of	a	client	contract,	fees	for	services	performed can	be	recognized	in	three	principal	ways:	proportional	performance	(input	or	output),	straight-line	(or	monthly	basis)	or	completed	contract.

Depending	on	the	terms	of	the	client	contract,	revenue	is	derived	from	diverse	arrangements	involving	fees	for	services	performed,	commissions,	performance incentive	provisions	and	combinations	of	the	three.	Commissions	are	generally	earned	on	the	date	of	the	broadcast	or	publication.	Contractual	arrangements	with	clients may	also	include	performance	incentive	provisions	designed	to	link	a	portion	of	our	revenue	to	our	performance	relative	to	either	qualitative	or	quantitative	goals,	or both.	Performance	incentives	are	recognized	as	revenue	for	quantitative	targets	when	the	target	has	been	achieved	and	for	qualitative	targets	when	confirmation	of	the incentive	is	received	from	the	client.	The	classification	of	client	arrangements	to	determine	the	appropriate	revenue	recognition	involves	judgments.	If	the	judgments change	there	can	be	a	material	impact	on	our	Consolidated	Financial	Statements,	and	particularly	on	the	allocation	of	revenues	between	periods.

The	majority	of	our	revenue	is	recorded	as	the	net	amount	of	our	gross	billings	less	pass-through	expenses	charged	to	a	client.	In	most	cases,	the	amount	that	is billed	to	clients	significantly	exceeds	the	amount	of	revenue	that	is	earned	and	reflected	in	our	Consolidated	Financial	Statements	because	of	various	pass-through expenses,	such	as	production	and	media	costs.	We	assess	whether	our	agency	or	the	third-party	supplier	is	the	primary	obligor,	and	we	evaluate	the	terms	of	our	client agreements	as	part	of	this	assessment.	In	addition,	we	give	appropriate	consideration	to	other	key	indicators	such	as	latitude	in	establishing	price,	discretion	in	supplier selection	and	credit	risk	to	the	vendor.	Because	we	operate	broadly	as	an	advertising	agency,	based	on	our	primary	lines	of	business	and	given	the	industry	practice	to generally	record	revenue	on	a	net	versus	gross	basis,	we	believe	that	there	must	be	strong	evidence	in	place	to	overcome	the	presumption	of	net	revenue	accounting. Accordingly,	we	generally	record	revenue	net	of	pass-through	charges	as	we	believe	the	key	indicators	of	the	business	suggest	we	generally	act	as	an	agent	on	behalf	of our	clients	in	our	primary	lines	of	business.	In	those	businesses	where	the	key	indicators	suggest	we	act	as	a	principal	(primarily	sales	promotion	and	event,	sports	and entertainment	marketing),	we	record	the	gross	amount	billed	to	the	client	as	revenue	and	the	related	incremental	direct	costs	incurred	as	office	and	general	expenses.	In general,	we	also	report	revenue	net	of	taxes	assessed	by	governmental	authorities	that	are	directly	imposed	on	our	revenue-producing	transactions.

As	we	provide	services	as	part	of	our	core	operations,	we	generally	incur	incidental	expenses,	which,	in	practice,	are	commonly	referred	to	as	"out-of-pocket" expenses.	 These	 expenses	 often	 include	 expenses	 related	 to	 airfare,	 mileage,	 hotel	 stays,	 out-of-town	 meals	 and	 telecommunication	 charges.	 We	 record	 the reimbursements	received	for	such	incidental	expenses	as	revenue	with	a	corresponding	offset	to	office	and	general	expense.

The	determination	as	to	whether	revenue	in	a	particular	line	of	business	should	be	recognized	net	or	gross	involves	complex	judgments.	If	we	make	these	judgments differently,	it	could	significantly	affect	our	reported	results.	If	it	were	determined	that	we	must	recognize	a	significant	portion	of	revenues	on	a	gross	basis	rather	than	a net	basis	it	would	positively	impact	revenues,	have	no	impact	on	our	operating	income	and	have	an	adverse	impact	on	operating	margin.

We	receive	credits	from	our	vendors	and	media	outlets	for	transactions	entered	into	on	behalf	of	our	clients	that,	based	on	the	terms	of	our	contracts	and	local	law, are	either	remitted	to	our	clients	or	retained	by	us.	If	amounts	are	to	be	passed	through	to	clients,	they	are	recorded	as	liabilities	until	settlement	or,	if	retained	by	us,	are recorded	as	revenue	when	earned.

In	May	2014,	the	FASB	issued	amended	guidance	on	revenue	recognition	which	requires	an	entity	to	recognize	revenue	when	it	transfers	promised	goods	or services	to	customers	in	an	amount	that	reflects	the	consideration	to	which	the	company	expects	to	be	entitled	in	exchange	for	those	goods	and	services.	We	have	elected to	adopt	the	standard,	effective	January	1,	2018,	using	the

full	retrospective	method.	The	standard,	which	accelerates	the	recognition	of	revenue	primarily	as	a	result	of	estimating	variable	consideration,	mostly	impacts	the	timing of	revenue	recognition	between	quarters,	but	also	can	affect,	to	a	lesser	extent,	the	amount	of	annual	revenue	recognized.	Although	we	have	determined	that	the	standard results	in	an	increase	in	the	number	of	performance	obligations	within	certain	of	our	contractual	arrangements,	this	is	not	expected	to	materially	impact	the	amount	or timing	of	revenue	recognized.	The	standard	will	also	result	in	an	increase	in	third	party	costs	of	approximately	$1,100.0	to	$1,300.0	being	included	in	revenue	and	costs, primarily	in	connection	with	our	events	businesses,	which	has	no	impact	on	operating	income,	net	income	or	cash	flows.	The	increase	to	retained	earnings	as	of December	31,	2017	as	a	result	of	adopting	the	standard	is	not	material.

The	provision	for	income	taxes	includes	U.S.	federal,	state,	local	and	foreign	taxes.	Deferred	tax	assets	and	liabilities	are	recognized	for	the	estimated	future	tax consequences	of	temporary	differences	between	the	financial	statement	carrying	amounts	and	their	respective	tax	bases.	Deferred	tax	assets	and	liabilities	are	measured using	enacted	tax	rates	expected	to	apply	to	taxable	income	in	the	year	in	which	the	temporary	differences	are	expected	to	be	reversed.	Changes	to	enacted	tax	rates would	result	in	either	increases	or	decreases	in	the	provision	for	income	taxes	in	the	period	of	change.

In	response	to	the	enactment	of	the	Tax	Act,	the	SEC	issued	SAB	118	on	December	22,	2017,	which	acknowledges	that	the	information	necessary	to	determine such	income	tax	effects	may	not	be	sufficiently	available,	prepared	or	analyzed	in	reasonable	detail	to	complete	the	accounting	under	U.S.	GAAP.	SAB	118	allows	for the	reporting	of	provisional	amounts	for	those	specific	tax	effects	for	which	a	reasonable	estimate	can	be	made,	and	for	no	amounts	to	be	recorded	where	a	reasonable estimate	cannot	be	made.	Any	subsequent	adjustments	to	reported	amounts	will	be	made	over	the	measurement	period,	which	begins	in	the	reporting	period	that	includes the	Tax	Act's	enactment	date	and	ends	when	an	entity	has	obtained,	prepared	and	analyzed	 the	 information	 that	 is	needed	 in	order	 to	complete	 the	accounting requirements	under	U.S.	GAAP,	not	to	exceed	one	year	from	the	enactment	date.	We	have	reasonably	estimated	and	recorded	provisional	amounts	resulting	from	the enactment	of	the	Tax	Act.	Refer	to	Note	7	to	our	Consolidated	Financial	Statements	for	further	information.

We	are	required	to	evaluate	the	realizability	of	our	deferred	tax	assets,	which	is	primarily	dependent	on	future	earnings.	A	valuation	allowance	shall	be	recognized when,	based	on	available	evidence,	it	is	"more	likely	than	not"	that	all	or	a	portion	of	the	deferred	tax	assets	will	not	be	realized.	The	factors	used	in	assessing	valuation allowances	 include	 all	 available	 evidence,	 such	 as	 past	 operating	 results,	 estimates	 of	 future	 taxable	 income	 and	 the	 feasibility	 of	 tax	 planning	 strategies.	 In circumstances	where	there	is	negative	evidence,	establishment	of	a	valuation	allowance	must	be	considered.	We	believe	that	cumulative	losses	in	the	most	recent	three- year	period	represent	significant	negative	evidence	when	evaluating	a	decision	to	establish	a	valuation	allowance.	Conversely,	a	pattern	of	sustained	profitability represents	significant	positive	evidence	when	evaluating	a	decision	to	reverse	a	valuation	allowance.	Further,	in	those	cases	where	a	pattern	of	sustained	profitability exists,	projected	future	taxable	income	may	also	represent	positive	evidence,	to	the	extent	that	such	projections	are	determined	to	be	reliable	given	the	current	economic environment.	Accordingly,	the	increase	and	decrease	of	valuation	allowances	has	had	and	could	have	a	significant	negative	or	positive	impact	on	our	current	and	future earnings.

The	authoritative	guidance	for	uncertainty	in	income	taxes	prescribes	a	recognition	threshold	and	measurement	criteria	for	the	financial	statement	reporting	of	a	tax position	that	an	entity	takes	or	expects	to	take	in	a	tax	return.	Additionally,	guidance	is	provided	for	de-recognition,	classification,	interest	and	penalties,	accounting	in interim	periods,	disclosure	and	transition.	The	assessment	of	recognition	and	measurement	requires	critical	estimates	and	the	use	of	complex	judgments.	We	evaluate our	tax	positions	using	the	"more	likely	than	not"	recognition	threshold	and	then	apply	a	measurement	assessment	to	those	positions	that	meet	the	recognition	threshold. We	have	established	tax	reserves	that	we	believe	to	be	adequate	in	relation	to	the	potential	for	additional	assessments	in	each	of	the	jurisdictions	in	which	we	are	subject to	taxation.	We	regularly	assess	the	likelihood	of	additional	tax	assessments	in	those	jurisdictions	and	adjust	our	reserves	as	additional	information	or	events	require.

# Goodwill	and	Other	Intangible	Assets

We	account	for	our	business	combinations	using	the	acquisition	accounting	method,	which	requires	us	to	determine	the	fair	value	of	net	assets	acquired	and	the related	goodwill	and	other	intangible	assets.	Determining	the	fair	value	of	assets	acquired	and	liabilities	assumed	requires	management's	judgment	and	involves	the	use of	significant	estimates,	including	projections	of	future	cash	inflows	and	outflows,	discount	rates,	asset	lives	and	market	multiples.	Considering	the	characteristics	of advertising,	specialized	marketing	and	communication	services	companies,	our	acquisitions	usually	do	not	have	significant	amounts	of	tangible	assets,	as	the	principal asset	we	typically	acquire	is	creative	talent.	As	a	result,	a	substantial	portion	of	the	purchase	price	is	allocated	to	goodwill	and	other	intangible	assets.

We	review	goodwill	and	other	intangible	assets	with	indefinite	lives	not	subject	to	amortization	as	of	October	1st	each	year	and	whenever	events	or	significant changes	in	circumstances	indicate	that	the	carrying	value	may	not	be	recoverable.	We	evaluate

the	recoverability	of	goodwill	at	a	reporting	unit	level.	We	have	11	reporting	units	that	were	subject	to	the	2017	annual	impairment	testing.	Our	annual	impairment review	as	of	October	1,	2017	did	not	result	in	an	impairment	charge	at	any	of	our	reporting	units.

In	performing	our	annual	impairment	review,	we	first	assess	qualitative	factors	to	determine	whether	it	is	"more	likely	than	not"	that	the	goodwill	or	indefinite-lived intangible	assets	are	impaired.	Qualitative	factors	to	consider	may	include	macroeconomic	conditions,	industry	and	market	considerations,	cost	factors	that	may	have	a negative	effect	on	earnings,	financial	performance,	and	other	relevant	entity-specific	events	such	as	changes	in	management,	key	personnel,	strategy	or	clients,	as	well	as pending	litigation.	If,	after	assessing	the	totality	of	events	or	circumstances	such	as	those	described	above,	an	entity	determines	that	it	is	"more	likely	than	not"	that	the goodwill	or	indefinite-lived	intangible	asset	is	impaired,	then	the	entity	is	required	to	determine	the	fair	value	and	perform	the	quantitative	impairment	test	by	comparing the	fair	value	with	the	carrying	value.	Otherwise,	no	additional	testing	is	required.

For	reporting	units	not	included	in	the	qualitative	assessment,	or	for	any	reporting	units	identified	in	the	qualitative	assessment	as	"more	likely	than	not"	that	the	fair value	is	less	than	its	carrying	value,	a	quantitative	impairment	test	is	performed.	For	our	annual	impairment	test,	we	compare	the	respective	fair	value	of	our	reporting units'	equity	to	the	carrying	value	of	their	net	assets.	The	sum	of	the	fair	values	of	all	our	reporting	units	is	reconciled	to	our	current	market	capitalization	plus	an estimated	control	premium.	Goodwill	allocated	to	a	reporting	unit	whose	fair	value	is	equal	to	or	greater	than	its	carrying	value	is	not	impaired,	and	no	further	testing	is required.	Should	the	carrying	amount	for	a	reporting	unit	exceed	its	fair	value,	then	the	quantitative	impairment	test	is	failed,	and	impaired	goodwill	is	written	down	to its	fair	value	with	a	charge	to	expense	in	the	period	the	impairment	is	identified.

For	 our	2017	 and	2016	 annual	 impairment	 tests,	 we	 performed	 a	 qualitative	 impairment	 assessment	 for	 eight	 and	 seven	 reporting	 units	 and	 performed	 the quantitative	 impairment	 test	 for	 three	 and	 four	 reporting	 units,	 respectively.	 For	 the	 qualitative	 analysis	 we	 took	 into	 consideration	 all	 the	 relevant	 events	 and circumstances,	including	financial	performance,	macroeconomic	conditions	and	entity-specific	factors	such	as	client	wins	and	losses.	Based	on	this	assessment,	we	have concluded	that	for	each	of	our	reporting	units	subject	to	the	qualitative	assessment,	it	is	not	"more	likely	than	not"	that	its	fair	value	was	less	than	its	carrying	value; therefore,	no	additional	testing	was	required.

The	2017	and	2016	fair	values	of	reporting	units	for	which	we	performed	quantitative	impairment	tests	were	estimated	using	a	combination	of	the	income	approach, which	incorporates	the	use	of	the	discounted	cash	flow	method,	and	the	market	approach,	which	incorporates	the	use	of	earnings	and	revenue	multiples	based	on	market data.	We	generally	applied	an	equal	weighting	to	the	income	and	market	approaches	for	our	analysis.	For	the	income	approach,	we	used	projections,	which	require	the use	of	significant	estimates	and	assumptions	specific	to	the	reporting	unit	as	well	as	those	based	on	general	economic	conditions.	Factors	specific	to	each	reporting	unit include	revenue	growth,	profit	margins,	terminal	value	growth	rates,	capital	expenditures	projections,	assumed	tax	rates,	discount	rates	and	other	assumptions	deemed reasonable	by	management.	For	the	market	approach,	we	used	judgment	in	identifying	the	relevant	comparable-company	market	multiples.

These	estimates	and	assumptions	may	vary	between	each	reporting	unit	depending	on	the	facts	and	circumstances	specific	to	that	unit.	The	discount	rate	for	each reporting	unit	is	influenced	by	general	market	conditions	as	well	as	factors	specific	to	the	reporting	unit.	For	the	2017	test,	the	discount	rate	we	used	for	our	reporting units	tested	was	11.5%,	and	the	terminal	value	growth	rate	was	3.0%.	The	terminal	value	growth	rate	represents	the	expected	long-term	growth	rate	for	the	advertising and	marketing	services	industry,	incorporating	the	type	of	services	the	reporting	unit	provides,	and	the	global	economy.	For	the	2017	test,	the	revenue	growth	rates	for our	reporting	units	used	in	our	analysis	were	generally	between	2.0%	and	6.0%.	Factors	influencing	the	revenue	growth	rates	include	the	nature	of	the	services	the reporting	unit	provides	for	its	clients,	the	geographic	locations	in	which	the	reporting	unit	conducts	business	and	the	maturity	of	the	reporting	unit.	We	believe	that	the estimates	and	assumptions	we	made	are	reasonable,	but	they	are	susceptible	to	change	from	period	to	period.	Actual	results	of	operations,	cash	flows	and	other	factors will	likely	differ	from	the	estimates	used	in	our	valuation,	and	it	is	possible	that	differences	and	changes	could	be	material.	A	deterioration	in	profitability,	adverse market	conditions,	significant	client	losses,	changes	in	spending	levels	of	our	existing	clients	or	a	different	economic	outlook	than	currently	estimated	by	management could	have	a	significant	impact	on	the	estimated	fair	value	of	our	reporting	units	and	could	result	in	an	impairment	charge	in	the	future.

We	also	perform	a	sensitivity	analysis	to	detail	the	impact	that	changes	in	assumptions	may	have	on	the	outcome	of	the	first	step	of	the	impairment	test.	Our sensitivity	analysis	provides	a	range	of	fair	value	for	each	reporting	unit,	where	the	low	end	of	the	range	increases	discount	rates	by	0.5%,	and	the	high	end	of	the	range decreases	discount	rates	by	0.5%.	We	use	the	average	of	our	fair	values	for	purposes	of	our	comparison	between	carrying	value	and	fair	value	for	the	quantitative impairment	test.

The	table	below	displays	the	midpoint	of	the	fair	value	range	for	each	reporting	unit	tested	in	the	2017	and	2016	annual	impairment	tests,	indicating	that	the	fair value	exceeded	the	carrying	value	for	all	reporting	units	by	greater	than	20%.	When	factoring	in	a	0.5%	increase	in	discount	rate,	our	results	of	the	2017	and	2016	tests indicate	that	the	fair	value	exceeded	its	carrying	value	by	more	than	20%	for	all	reporting	units,	except	for	reporting	unit	B	whose	fair	value	exceeded	its	carrying	value by	more	than	17.5%	in	2016.

|  | 2017	Impairment	Test | 2017	Impairment	Test |  |  | 2016	Impairment	Test |
| :--- | :--- | :--- | :--- | :--- | :--- |
| Reporting\tUnit | Goodwill | Fair\tvalue\texceeds\tcarrying\tvalue\nby: | Reporting\tUnit | Goodwill | Fair\tvalue\texceeds\tcarrying\tvalue\nby: |
| A | $340.7 | &gt;\t85% | A | $1,091.6 | &gt;\t85% |
| B | $209.1 | &gt;\t30% | B | $182.1 | &gt;\t20% |
| C | $66.8 | &gt;\t75% | C | $41.0 | &gt;\t65% |
|  |  |  | D | $4.9 | &gt;\t115% |

Based	on	the	analysis	described	above,	for	the	reporting	units	for	which	we	performed	the	quantitative	impairment	test,	we	concluded	that	our	goodwill	was	not impaired	as	of	October	1,	2017,	because	these	reporting	units	passed	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.

The	discount	rate	is	a	significant	assumption	that	impacts	our	net	pension	and	postretirement	benefit	costs	and	obligations.	We	determine	our	discount	rates	for	our domestic	pension	and	postretirement	benefit	plans	and	significant	foreign	pension	plans	based	on	either	a	bond	selection/settlement	approach	or	bond	yield	curve approach.	Using	the	bond	selection/settlement	approach,	we	determine	the	discount	rate	by	selecting	a	portfolio	of	corporate	bonds	appropriate	to	provide	for	the projected	benefit	payments.	Using	the	bond	yield	curve	approach,	we	determine	the	discount	rate	by	matching	the	plans'	cash	flows	to	spot	rates	developed	from	a	yield curve.	Both	approaches	utilize	high-quality	AA-rated	corporate	bonds	and	the	plans'	projected	cash	flows	to	develop	a	discounted	value	of	the	benefit	payments,	which	is then	used	to	develop	a	single	discount	rate.	In	countries	where	markets	for	high-quality	long-term	AA	corporate	bonds	are	not	well	developed,	a	portfolio	of	long-term government	bonds	is	used	as	a	basis	to	develop	hypothetical	corporate	bond	yields,	which	serve	as	a	basis	to	derive	the	discount	rate.

The	discount	rate	used	to	calculate	net	pension	and	postretirement	benefit	costs	is	determined	at	the	beginning	of	each	year.	For	the	year	ended	December	31,	2017, discount	rates	of	4.20%	for	the	domestic	pension	plan	and	4.05%	for	the	domestic	postretirement	benefit	plan	and	a	weighted-average	discount	rate	of	2.52%	for	the significant	foreign	pension	plans	were	used	to	calculate	2017	net	pension	and	postretirement	benefit	costs.	A	25	basis-point	increase	or	decrease	in	the	discount	rate would	have	decreased	or	increased	the	2017	net	pension	and	postretirement	benefit	cost	by	$0.2.

The	discount	rate	used	to	measure	our	benefit	obligations	is	determined	at	the	end	of	each	year.	As	of	December	31,	2017,	we	used	discount	rates	of	3.70%	for	the domestic	pension	plan	and	3.65%	for	the	domestic	postretirement	benefit	plan	and	a	weighted-average	discount	rate	of	2.36%	for	our	significant	foreign	pension	plans	to measure	our	benefit	obligations.	A	25	basis-point	increase	or	decrease	in	the	discount	rate	would	have	decreased	or	increased	the	December	31,	2017	benefit	obligation by	approximately	$28.0	and	$30.0,	respectively.

The	expected	rate	of	return	on	pension	plan	assets	is	another	significant	assumption	that	impacts	our	net	pension	cost	and	is	determined	at	the	beginning	of	the year.	Our	expected	rate	of	return	considers	asset	class	 index	returns	over	various	market	and	economic	conditions,	current	and	expected	market	conditions,	risk premiums	associated	with	asset	classes	and	long-term	inflation	rates.	We	determine	both	a	short-term	and	long-term	view	and	then	select	a	long-term	rate	of	return assumption	that	matches	the	duration	of	our	liabilities.

For	2017,	the	weighted-average	expected	rates	of	return	of	7.00%	and	4.66%	were	used	in	the	calculation	of	net	pension	costs	for	the	domestic	and	significant foreign	pension	plans,	respectively.	For	2018,	we	plan	to	use	expected	rates	of	return	of	7.00%	and	4.70%	for	the	domestic	and	significant	foreign	pension	plans, respectively.	Changes	in	the	rates	are	typically	due	to	lower	or	higher	expected	future	returns	based	on	the	mix	of	assets	held.	A	lower	expected	rate	of	return	would increase	our	net	pension

cost.	A	25	basis-point	increase	or	decrease	in	the	expected	return	on	plan	assets	would	have	decreased	or	increased	the	2017	net	pension	cost	by	approximately	$1.0.

# RECENT	ACCOUNTING	STANDARDS

See	Note	14	to	the	Consolidated	Financial	Statements	for	further	information	on	certain	accounting	standards	that	have	been	adopted	during	2017	or	that	have	not yet	been	required	to	be	implemented	and	may	be	applicable	to	our	future	operations.

# Item	7A. Quantitative	and	Qualitative	Disclosures	About	Market	Risk

# (Amounts	in	millions)

In	the	normal	course	of	business,	we	are	exposed	to	market	risks	related	to	interest	rates,	foreign	currency	rates	and	certain	balance	sheet	items.	From	time	to	time, we	use	derivative	instruments,	pursuant	to	established	guidelines	and	policies,	to	manage	some	portion	of	these	risks.	Derivative	instruments	utilized	in	our	hedging activities	are	viewed	as	risk	management	tools	and	are	not	used	for	trading	or	speculative	purposes.

# Interest	Rates

Our	exposure	to	market	risk	for	changes	in	interest	rates	relates	primarily	to	the	fair	market	value	and	cash	flows	of	our	debt	obligations.	The	majority	of	our	debt (approximately	94%	and	93%	as	of	December	31,	2017	and	2016,	respectively)	bears	interest	at	fixed	rates.	We	do	have	debt	with	variable	interest	rates,	but	a	10% increase	or	decrease	in	interest	rates	would	not	be	material	to	our	interest	expense	or	cash	flows.	The	fair	market	value	of	our	debt	is	sensitive	to	changes	in	interest	rates, and	the	impact	of	a	10%	change	in	interest	rates	is	summarized	below.

| As	of	December	31, | in	Interest	Rates | in	Interest	Rates |
| :--- | :--- | :--- |
| 2017 | $(20.2) | $20.6 |
| 2016 | (26.3) | 26.9 |

We	have	used	interest	rate	swaps	for	risk	management	purposes	to	manage	our	exposure	to	changes	in	interest	rates.	We	did	not	have	any	interest	rate	swaps outstanding	as	of	December	31,	2017.

We	had	$791.0	of	cash,	cash	equivalents	and	marketable	securities	as	of	December	31,	2017	that	we	generally	invest	in	conservative,	short-term	bank	deposits	or securities.	The	interest	income	generated	from	these	investments	is	subject	to	both	domestic	and	foreign	interest	rate	movements.	During	2017	and	2016,	we	had	interest income	 of	$19.4	 and	$20.1,	 respectively.	 Based	 on	 our	2017	results,	a	100	basis-point	 increase	or	decrease	 in	 interest	rates	would	affect	our	 interest	 income	by approximately	$7.9,	assuming	that	all	cash,	cash	equivalents	and	marketable	securities	are	impacted	in	the	same	manner	and	balances	remain	constant	from	year-end 2017	levels.

# Foreign	Currency	Rates

We	are	subject	to	translation	and	transaction	risks	related	to	changes	in	foreign	currency	exchange	rates.	Since	we	report	revenues	and	expenses	in	U.S.	Dollars, changes	in	exchange	rates	may	either	positively	or	negatively	affect	our	consolidated	revenues	and	expenses	(as	expressed	in	U.S.	Dollars)	from	foreign	operations.	The foreign	currencies	that	most	impacted	our	results	during	2017	included	the	British	Pound	Sterling	and,	to	a	lesser	extent,	Brazilian	Real	and	South	African	Rand.	Based on	2017	exchange	rates	and	operating	results,	if	the	U.S.	Dollar	were	to	strengthen	or	weaken	by	10%,	we	currently	estimate	operating	income	would	decrease	or increase	approximately	4%,	assuming	that	all	currencies	are	impacted	in	the	same	manner	and	our	international	revenue	and	expenses	remain	constant	at	2017	levels.

The	functional	currency	of	our	foreign	operations	is	generally	their	respective	local	currency.	Assets	and	liabilities	are	translated	at	the	exchange	rates	in	effect	at the	balance	sheet	date,	and	revenues	and	expenses	are	translated	at	the	average	exchange	rates	during	the	period	presented.	The	resulting	translation	adjustments	are recorded	as	a	component	of	accumulated	other	comprehensive	loss,	net	of	tax,	in	the	stockholders'	equity	section	of	our	Consolidated	Balance	Sheets.	Our	foreign subsidiaries	 generally	 collect	 revenues	 and	 pay	 expenses	 in	 their	 functional	 currency,	 mitigating	 transaction	 risk.	 However,	 certain	 subsidiaries	 may	 enter	 into transactions	in	currencies	other	than	their	functional	currency.	Assets	and	liabilities	denominated	in	currencies	other	than	the	functional	currency	are	susceptible	to movements	in	foreign	currency	until	final	settlement.	Currency	transaction	gains	or	losses	primarily	arising	from	transactions	in	currencies	other	than	the	functional currency	are	included	in	office	and	general	expenses.	We	regularly	review	our	foreign	exchange	exposures	that	may	have	a	material	impact	on	our	business	and	from time	to	time	use	foreign	currency	forward	exchange	contracts	or	other	derivative	financial	instruments	to	hedge	the	effects	of	potential	adverse	fluctuations	in	foreign currency	exchange	rates	arising	from	these	exposures.	We	do	not	enter	into	foreign	exchange	contracts	or	other	derivatives	for	speculative	purposes.

We	monitor	the	currencies	of	countries	in	which	we	operate	in	order	to	determine	if	the	country	should	be	considered	a	highly	inflationary	environment.	A	currency is	determined	to	be	highly	inflationary	when	there	is	cumulative	inflation	of	approximately	100%	or	more	over	a	three-year	period.	If	this	occurs	the	functional	currency of	that	country	would	be	changed	to	our	reporting	currency,	the	U.S.	Dollar,	and	foreign	exchange	gains	or	losses	would	be	recognized	on	all	monetary	transactions, assets	and	liabilities	denominated	in	currencies	other	than	the	U.S.	Dollar	until	the	currency	is	no	longer	considered	highly	inflationary.

# Credit	and	Market	Risks

Balance	sheet	items	that	potentially	subject	us	to	concentrations	of	credit	risk	are	primarily	cash	and	cash	equivalents,	short-term	marketable	securities,	accounts receivable	and	expenditures	billable	to	clients.	We	invest	our	cash	primarily	in	investment-grade,	short-term	securities	and	limit	the	amount	of	credit	exposure	to	any	one counterparty.	Concentrations	of	credit	risk	with	respect	 to	accounts	receivable	are	mitigated	by	our	 large	number	of	clients	and	 their	dispersion	across	different industries	and	geographic	areas.	We	perform	ongoing	credit	evaluations	on	a	large	number	of	our	clients	and	maintain	an	allowance	for	doubtful	accounts	based	upon the	expected	collectability	of	all	accounts	receivable.

Our	pension	plan	assets	are	also	exposed	to	market	risk.	The	fair	value	of	our	pension	plan	assets	may	appreciate	or	depreciate	during	the	year,	which	can	result	in lower	or	higher	pension	expense	and	funding	requirements	in	future	periods.

# Item	8. Financial	Statements	and	Supplementary	Data

# INDEX

|  | Page |
| :--- | :--- |
| Report\tof\tIndependent\tRegistered\tPublic\tAccounting\tFirm | 39 |
| Consolidated\tStatements\tof\tOperations\tfor\tthe\tyears\tended\tDecember\t31,\t2017,\t2016\tand\t2015 | 40 |
| Consolidated\tStatements\tof\tComprehensive\tIncome\tfor\tthe\tyears\tended\tDecember\t31,\t2017,\t2016\tand\t2015 | 41 |
| Consolidated\tBalance\tSheets\tas\tof\tDecember\t31,\t2017\tand\t2016 | 42 |
| Consolidated\tStatements\tof\tCash\tFlows\tfor\tthe\tyears\tended\tDecember\t31,\t2017,\t2016\tand\t2015 | 43 |
| Consolidated\tStatements\tof\tStockholders'\tEquity\tfor\tthe\tyears\tended\tDecember\t31,\t2017,\t2016\tand\t2015 | 44 |
| Notes\tto\tConsolidated\tFinancial\tStatements | 46 |
| 1.\t\t\tSummary\tof\tSignificant\tAccounting\tPolicies | 46 |
| 2.\t\t\tDebt\tand\tCredit\tArrangements | 51 |
| 3.\t\t\tEarnings\tPer\tShare | 53 |
| 4.\t\t\tAcquisitions | 53 |
| 5.\t\t\tSupplementary\tData | 55 |
| 6.\t\t\tIntangible\tAssets | 56 |
| 7.\t\t\tIncome\tTaxes | 57 |
| 8.\tAccumulated\tOther\tComprehensive\tLoss,\tNet\tof\tTax | 62 |
| 9.\tIncentive\tCompensation\tPlans | 62 |
| 10.\tFair\tValue\tMeasurements | 65 |
| 11.\tEmployee\tBenefits | 67 |
| 12.\tSegment\tInformation | 71 |
| 13.\tCommitments\tand\tContingencies | 73 |
| 14.\tRecent\tAccounting\tStandards | 74 |
| 15.\tResults\tby\tQuarter\t(Unaudited) | 76 |
| 16.\tSubsequent\tEvents | 76 |

# REPORT	OF	INDEPENDENT	REGISTERED	PUBLIC	ACCOUNTING	FIRM

To	the	Board	of	Directors	and	Stockholders	of	The	Interpublic	Group	of	Companies,	Inc.

# Opinions	on	the	Financial	Statements	and	Internal	Control	over	Financial	Reporting

We	have	audited	the	accompanying	consolidated	balance	sheets	of	The	Interpublic	Group	of	Companies,	Inc.	and	its	subsidiaries	("the	Company")	as	of	December	31, 2017	and	2016,	and	the	related	consolidated	statements	of	operations,	comprehensive	income,	stockholders'	equity	and	cash	flows	for	each	of	the	three	years	in	the periods	ended	December	31,	2017,	including	the	related	notes	(collectively	referred	to	as	the	"consolidated	financial	statements").	We	also	have	audited	the	Company's internal	control	over	financial	reporting	as	of	December	31,	2017,	 based	 on	 criteria	 established in	Internal	 Control	 -	 Integrated	 Framework	(2013) issued	by	 the Committee	of	Sponsoring	Organizations	of	the	Treadway	Commission	(COSO).

In	our	opinion,	the	consolidated	financial	statements	referred	to	above	present	fairly,	in	all	material	respects,	the	financial	position	of	the	Company	as	of	December	31, 2017	and	2016,	and	the	results	of	their	operations	and	their	cash	flows	for	each	of	the	three	years	in	the	period	ended	December	31,	2017	in	conformity	with	accounting principles	generally	accepted	in	the	United	States	of	America.	Also	in	our	opinion,	the	Company	maintained,	in	all	material	respects,	effective	internal	control	over financial	reporting	as	of	December	31,	2017,	based	on	criteria	established	in	Internal	Control	-	Integrated	Framework	(2013)	issued	by	the	COSO.

# Basis	for	Opinions

The	Company's	management	is	responsible	for	these	consolidated	financial	statements,	for	maintaining	effective	internal	control	over	financial	reporting,	and	for	its assessment	of	the	effectiveness	of	internal	control	over	financial	reporting,	included	in	Management's	Report	on	Internal	Control	over	Financial	Reporting	appearing under	Item	9A.	Our	responsibility	is	to	express	opinions	on	the	Company's	consolidated	financial	statements	and	on	the	Company's	internal	control	over	financial reporting	based	on	our	audits.	We	are	a	public	accounting	firm	registered	with	the	Public	Company	Accounting	Oversight	Board	(United	States)	("PCAOB")	and	are required	to	be	independent	with	respect	to	the	Company	in	accordance	with	the	U.S.	federal	securities	laws	and	the	applicable	rules	and	regulations	of	the	Securities	and Exchange	Commission	and	the	PCAOB.

We	conducted	our	audits	in	accordance	with	the	standards	of	the	PCAOB.	Those	standards	require	that	we	plan	and	perform	the	audits	to	obtain	reasonable	assurance about	whether	the	consolidated	financial	statements	are	free	of	material	misstatement,	whether	due	to	error	or	fraud,	and	whether	effective	internal	control	over	financial reporting	was	maintained	in	all	material	respects.

Our	audits	of	the	consolidated	financial	statements	included	performing	procedures	to	assess	the	risks	of	material	misstatement	of	the	consolidated	financial	statements, whether	due	to	error	or	fraud,	and	performing	procedures	that	respond	to	those	risks.	Such	procedures	included	examining,	on	a	test	basis,	evidence	regarding	the amounts	and	disclosures	in	the	consolidated	financial	statements.	Our	audits	also	included	evaluating	the	accounting	principles	used	and	significant	estimates	made	by management,	as	well	as	evaluating	the	overall	presentation	of	the	consolidated	financial	statements.	Our	audit	of	internal	control	over	financial	reporting	included obtaining	an	understanding	of	internal	control	over	financial	reporting,	assessing	the	risk	that	a	material	weakness	exists,	and	testing	and	evaluating	the	design	and operating	effectiveness	of	internal	control	based	on	the	assessed	risk.	Our	audits	also	included	performing	such	other	procedures	as	we	considered	necessary	in	the circumstances.	We	believe	that	our	audits	provide	a	reasonable	basis	for	our	opinions.

# Definition	and	Limitations	of	Internal	Control	over	Financial	Reporting

A	company's	internal	control	over	financial	reporting	is	a	process	designed	to	provide	reasonable	assurance	regarding	the	reliability	of	financial	reporting	and	the preparation	of	financial	statements	for	external	purposes	in	accordance	with	generally	accepted	accounting	principles.	A	company's	internal	control	over	financial reporting	includes	those	policies	and	procedures	that	(i)	pertain	to	the	maintenance	of	records	that,	in	reasonable	detail,	accurately	and	fairly	reflect	the	transactions	and dispositions	of	the	assets	of	the	company;	(ii)	provide	reasonable	assurance	that	transactions	are	recorded	as	necessary	to	permit	preparation	of	financial	statements	in accordance	with	generally	accepted	accounting	principles,	and	that	receipts	and	expenditures	of	the	company	are	being	made	only	in	accordance	with	authorizations	of management	 and	 directors	 of	 the	 company;	 and	 (iii)	 provide	 reasonable	 assurance	 regarding	 prevention	 or	 timely	 detection	 of	 unauthorized	 acquisition,	 use,	 or disposition	of	the	company's	assets	that	could	have	a	material	effect	on	the	financial	statements.

Because	of	its	inherent	limitations,	internal	control	over	financial	reporting	may	not	prevent	or	detect	misstatements.	Also,	projections	of	any	evaluation	of	effectiveness to	future	periods	are	subject	to	the	risk	that	controls	may	become	inadequate	because	of	changes	in	conditions,	or	that	the	degree	of	compliance	with	the	policies	or procedures	may	deteriorate.

/s/	PricewaterhouseCoopers	LLP New	York,	NY February	26,	2018

We	have	served	as	the	Company's	auditor	since	1952.

# CONSOLIDATED	STATEMENTS	OF	OPERATIONS

|  |  | Years	ended	December	31, |  |
| :--- | :--- | :--- | :--- |
|  | 2017 | 2016 | 2015 |
| REVENUE | $7,882.4 | $7,846.6 | $7,613.8 |
| OPERATING\tEXPENSES: |  |  |  |
| Salaries\tand\trelated\texpenses | 5,068.1 | 5,035.1 | 4,854.8 |
| Office\tand\tgeneral\texpenses | 1,840.7 | 1,870.5 | 1,884.2 |
| Total\toperating\texpenses | 6,908.8 | 6,905.6 | 6,739.0 |
| OPERATING\tINCOME | 973.6 | 941.0 | 874.8 |
| EXPENSES\tAND\tOTHER\tINCOME: |  |  |  |
| Interest\texpense | (90.8) | (90.6) | (85.8) |
| Interest\tincome | 19.4 | 20.1 | 22.8 |
| Other\texpense,\tnet | (26.2) | (40.3) | (49.6) |
| Total\t(expenses)\tand\tother\tincome | (97.6) | (110.8) | (112.6) |
| Income\tbefore\tincome\ttaxes | 876.0 | 830.2 | 762.2 |
| Provision\tfor\tincome\ttaxes | 281.9 | 198.0 | 282.8 |
| Income\tof\tconsolidated\tcompanies | 594.1 | 632.2 | 479.4 |
| Equity\tin\tnet\tincome\tof\tunconsolidated\taffiliates | 0.9 | 0.3 | 1.1 |
| NET\tINCOME | 595.0 | 632.5 | 480.5 |
| Net\tincome\tattributable\tto\tnoncontrolling\tinterests | (16.0) | (24.0) | (25.9) |
| NET\tINCOME\tAVAILABLE\tTO\tIPG\tCOMMON\tSTOCKHOLDERS | $579.0 | $608.5 | $454.6 |
| Earnings\tper\tshare\tavailable\tto\tIPG\tcommon\tstockholders: |  |  |  |
| Basic | $1.49 | $1.53 | $1.11 |
| Diluted | $1.46 | $1.49 | $1.09 |
| Weighted-average\tnumber\tof\tcommon\tshares\toutstanding: |  |  |  |
| Basic | 389.6 | 397.9 | 408.1 |
| Diluted | 397.3 | 408.0 | 415.7 |
| Dividends\tdeclared\tper\tcommon\tshare | $0.72 | $0.60 | $0.48 |

The	accompanying	notes	are	an	integral	part	of	these	financial	statements.

# CONSOLIDATED	STATEMENTS	OF	COMPREHENSIVE	INCOME

|  |  | Years	ended	December	31, |  |
| :--- | :--- | :--- | :--- |
|  | 2017 | 2016 | 2015 |
| NET\tINCOME | $595.0 | $632.5 | $480.5 |
| OTHER\tCOMPREHENSIVE\tINCOME\t(LOSS) |  |  |  |
| Foreign\tcurrency\ttranslation: |  |  |  |
| Foreign\tcurrency\ttranslation\tadjustments | 132.2 | (55.9) | (256.8) |
| Reclassification\tadjustments\trecognized\tin\tnet\tincome | 1.1 | 3.7 | 23.3 |
|  | 133.3 | (52.2) | (233.5) |
| Available-for-sale\tsecurities: |  |  |  |
| Changes\tin\tfair\tvalue\tof\tavailable-for-sale\tsecurities | 0.0 | 0.5 | 0.5 |
| Recognition\tof\tpreviously\tunrealized\tgains\tin\tnet\tincome | (0.7) | (1.3) | 0.0 |
| Income\ttax\teffect | 0.1 | 0.1 | 0.0 |
|  | (0.6) | (0.7) | 0.5 |
| Derivative\tinstruments: |  |  |  |
| Recognition\tof\tpreviously\tunrealized\tlosses\tin\tnet\tincome | 2.1 | 2.0 | 2.0 |
| Income\ttax\teffect | (0.5) | (0.8) | (0.7) |
|  | 1.6 | 1.2 | 1.3 |
| Defined\tbenefit\tpension\tand\tother\tpostretirement\tplans: |  |  |  |
| Net\tactuarial\t(losses)\tgains\tfor\tthe\tperiod | (13.6) | (85.4) | 14.2 |
| Amortization\tof\tunrecognized\tlosses,\ttransition\tobligation\tand\nprior\tservice\tcost\tincluded\tin\tnet\tincome | 6.9 | 5.4 | 10.6 |
| Less:\tsettlement\tand\tcurtailment\tlosses\t(gains)\tincluded\tin\tnet\tincome | 6.8 | 0.4 | (0.2) |
| Other | 2.7 | (2.0) | 0.4 |
| Income\ttax\teffect | (0.5) | 15.3 | (6.4) |
|  | 2.3 | (66.3) | 18.6 |
| Other\tcomprehensive\tincome\t(loss),\tnet\tof\ttax | 136.6 | (118.0) | (213.1) |
| TOTAL\tCOMPREHENSIVE\tINCOME | 731.6 | 514.5 | 267.4 |
| Less:\tcomprehensive\tincome\tattributable\tto\tnoncontrolling\tinterests | 17.5 | 22.9 | 21.7 |
| COMPREHENSIVE\tINCOME\tATTRIBUTABLE\tTO\tIPG | $714.1 | $491.6 | $245.7 |

# CONSOLIDATED	BALANCE	SHEETS

|  | December	31,	2017 | December	31,	2016 |
| :--- | :--- | :--- |
| ASSETS: |  |  |
| Cash\tand\tcash\tequivalents | $790.9 | $1,097.6 |
| Accounts\treceivable,\tnet\tof\tallowance\tof\t$42.7\tand\t$55.7,\trespectively | 4,585.0 | 4,389.7 |
| Expenditures\tbillable\tto\tclients | 1,747.4 | 1,518.1 |
| Assets\theld\tfor\tsale | 5.7 | 203.2 |
| Other\tcurrent\tassets | 335.1 | 229.4 |
| Total\tcurrent\tassets | 7,464.1 | 7,438.0 |
| Property\tand\tequipment,\tnet | 650.4 | 622.0 |
| Deferred\tincome\ttaxes | 236.0 | 220.3 |
| Goodwill | 3,820.4 | 3,674.4 |
| Other\tnon-current\tassets | 524.3 | 530.5 |
| TOTAL\tASSETS | $12,695.2 | $12,485.2 |
| LIABILITIES: |  |  |
| Accounts\tpayable | $6,907.8 | $6,303.6 |
| Accrued\tliabilities | 674.7 | 794.0 |
| Short-term\tborrowings | 84.9 | 85.7 |
| Current\tportion\tof\tlong-term\tdebt | 2.0 | 323.9 |
| Liabilities\theld\tfor\tsale | 8.8 | 198.8 |
| Total\tcurrent\tliabilities | 7,678.2 | 7,706.0 |
| Long-term\tdebt | 1,285.6 | 1,280.7 |
| Deferred\tcompensation | 476.6 | 480.7 |
| Other\tnon-current\tliabilities | 766.9 | 708.3 |
| TOTAL\tLIABILITIES | 10,207.3 | 10,175.7 |
| Commitments\tand\tcontingencies\t(see\tNote\t13)\nRedeemable\tnoncontrolling\tinterests\t(see\tNote\t4) | 252.1 | 252.8 |
| STOCKHOLDERS'\tEQUITY: |  |  |
| Common\tstock,\t$0.10\tpar\tvalue,\tshares\tauthorized:\t800.0 |  |  |
| shares\tissued:\t2017\t–\t386.2;\t2016\t–\t394.3 |  |  |
| shares\toutstanding:\t2017\t–\t383.2;\t2016\t–\t391.6 | 38.6 | 39.4 |
| Additional\tpaid-in\tcapital | 955.2 | 1,199.2 |
| Retained\tearnings | 2,093.6 | 1,804.3 |
| Accumulated\tother\tcomprehensive\tloss,\tnet\tof\ttax | (827.4) | (962.5) |
|  | 2,260.0 | 2,080.4 |
|  | (59.0) | (63.3) |
| Total\tIPG\tstockholders'\tequity |  |  |
|  | 2,201.0 | 2,017.1 |
| Noncontrolling\tinterests | 34.8 | 39.6 |
| TOTAL\tSTOCKHOLDERS'\tEQUITY | 2,235.8 | 2,056.7 |
| TOTAL\tLIABILITIES\tAND\tEQUITY | $12,695.2 | $12,485.2 |

# CONSOLIDATED	STATEMENTS	OF	CASH	FLOWS

|  | 2017 | Years	ended	December	31,<br>2016 | 2015 |
| :--- | :--- | :--- | :--- |
| CASH\tFLOWS\tFROM\tOPERATING\tACTIVITIES: |  |  |  |
| Net\tincome | $595.0 | $632.5 | $480.5 |
| Adjustments\tto\treconcile\tnet\tincome\tto\tnet\tcash\tprovided\tby\toperating\tactivities: |  |  |  |
| Depreciation\tand\tamortization\tof\tfixed\tassets\tand\tintangible\tassets | 157.1 | 160.2 | 157.0 |
| Provision\tfor\tuncollectible\treceivables | 9.5 | 16.7 | 11.4 |
| Amortization\tof\trestricted\tstock\tand\tother\tnon-cash\tcompensation | 82.0 | 85.6 | 70.3 |
| Net\tamortization\tof\tbond\tdiscounts\tand\tdeferred\tfinancing\tcosts | 5.8 | 5.6 | 5.8 |
| Deferred\tincome\ttax\tprovision | 1.1 | 45.7 | 49.5 |
| Net\tlosses\ton\tsales\tof\tbusinesses | 24.1 | 41.4 | 50.1 |
| Other | 12.7 | 35.5 | 24.2 |
| Changes\tin\tassets\tand\tliabilities,\tnet\tof\tacquisitions\tand\tdivestitures,\tproviding\t(using)\tcash: |  |  |  |
| Accounts\treceivable | 37.6 | (220.7) | (236.1) |
| Expenditures\tbillable\tto\tclients | (165.5) | (2.2) | (237.8) |
| Other\tcurrent\tassets | 27.4 | (4.8) | (9.7) |
| Accounts\tpayable | 311.9 | (126.1) | 419.0 |
| Accrued\tliabilities | (241.3) | (61.1) | (35.3) |
| Other\tnon-current\tassets\tand\tliabilities | 24.4 | (95.5) | (60.4) |
| Net\tcash\tprovided\tby\toperating\tactivities | 881.8 | 512.8 | 688.5 |
| CASH\tFLOWS\tFROM\tINVESTING\tACTIVITIES: |  |  |  |
| Capital\texpenditures | (155.9) | (200.7) | (161.1) |
| Acquisitions,\tnet\tof\tcash\tacquired | (30.6) | (52.0) | (28.6) |
| Other\tinvesting\tactivities | (9.7) | (11.2) | (10.0) |
| Net\tcash\tused\tin\tinvesting\tactivities | (196.2) | (263.9) | (199.7) |
| CASH\tFLOWS\tFROM\tFINANCING\tACTIVITIES: |  |  |  |
| Repayments\tof\tlong-term\tdebt | (324.6) | (1.8) | (2.0) |
| Repurchases\tof\tcommon\tstock | (300.1) | (303.3) | (285.2) |
| Common\tstock\tdividends | (280.3) | (238.4) | (195.5) |
| Acquisition-related\tpayments | (53.7) | (40.8) | (53.1) |
| Tax\tpayments\tfor\temployee\tshares\twithheld | (38.8) | (23.1) | (17.6) |
| Distributions\tto\tnoncontrolling\tinterests | (20.4) | (13.7) | (15.9) |
| Exercise\tof\tstock\toptions | 13.1 | 10.2 | 13.5 |
| Net\tincrease\t(decrease)\tin\tshort-term\tborrowings | 3.0 | (56.2) | 51.8 |
| Excess\ttax\tbenefit\ton\tshare-based\tcompensation | 0.0 | 0.0 | 10.2 |
| Other\tfinancing\tactivities | (3.1) | 0.7 | 2.9 |
| Net\tcash\tused\tin\tfinancing\tactivities | (1,004.9) | (666.4) | (490.9) |
| Effect\tof\tforeign\texchange\trate\tchanges\ton\tcash,\tcash\tequivalents\tand\trestricted\tcash | 16.8 | 11.6 | (156.2) |
| Net\tdecrease\tin\tcash,\tcash\tequivalents\tand\trestricted\tcash | (302.5) | (405.9) | (158.3) |
| Cash,\tcash\tequivalents\tand\trestricted\tcash\tat\tbeginning\tof\tperiod | 1,100.2 | 1,506.1 | 1,664.4 |
| Cash,\tcash\tequivalents\tand\trestricted\tcash\tat\tend\tof\tperiod | $797.7 | $1,100.2 | $1,506.1 |

# CONSOLIDATED	STATEMENTS	OF	STOCKHOLDERS'	EQUITY

|  | Shares | Common	Stock<br>Amount | Additional<br>Paid-In<br>Capital | Retained<br>Earnings | Accumulated<br>Other<br>Comprehensive<br>Loss,	Net	of	Tax | Treasury<br>Stock | Total	IPG<br>Stockholders'<br>Equity | Noncontrolling<br>Interests | Total<br>Stockholders'<br>Equity |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Balance\tat\tDecember\t31,\t2014 | 412.8 | $41.2 | $1,547.5 | $1,183.3 | $(636.7) | $(19.0) | $2,116.3 | $34.9 | $2,151.2 |
| Net\tincome |  |  |  | 454.6 |  |  | 454.6 | 25.9 | 480.5 |
| Other\tcomprehensive\tloss |  |  |  |  | (208.9) |  | (208.9) | (4.2) | (213.1) |
| Reclassifications\trelated\tto\tredeemable\nnoncontrolling\tinterests |  |  |  |  |  |  |  | (6.0) | (6.0) |
| Distributions\tto\tnoncontrolling\tinterests |  |  |  |  |  |  |  | (15.9) | (15.9) |
| Change\tin\tredemption\tvalue\tof\tredeemable\nnoncontrolling\tinterests |  |  |  | (3.9) |  |  | (3.9) |  | (3.9) |
| Repurchases\tof\tcommon\tstock |  |  |  |  |  | (285.2) | (285.2) |  | (285.2) |
| Retirement\tof\ttreasury\tstock | (11.3) | (1.2) | (232.0) |  |  | 233.2 | 0.0 |  | 0.0 |
| Common\tstock\tdividends |  |  |  | (195.5) |  |  | (195.5) |  | (195.5) |
| Stock-based\tcompensation | 2.4 | 0.3 | 83.1 |  |  |  | 83.4 |  | 83.4 |
| Exercise\tof\tstock\toptions | 1.3 | 0.2 | 13.5 |  |  |  | 13.7 |  | 13.7 |
| Shares\twithheld\tfor\ttaxes | (0.8) | (0.1) | (17.7) |  |  |  | (17.8) |  | (17.8) |
| Excess\ttax\tbenefit\tfrom\tstock-based\tcompensation |  |  | 10.2 |  |  |  | 10.2 |  | 10.2 |
| Other |  |  | (0.5) | (0.9) |  |  | (1.4) | 1.6 | 0.2 |
| Balance\tat\tDecember\t31,\t2015 | 404.4 | $40.4 | $1,404.1 | $1,437.6 | $(845.6) | $(71.0) | $1,965.5 | $36.3 | $2,001.8 |
| Net\tincome |  |  |  | 608.5 |  |  | 608.5 | 24.0 | 632.5 |
| Other\tcomprehensive\tloss |  |  |  |  | (116.9) |  | (116.9) | (1.1) | (118.0) |
| Reclassifications\trelated\tto\tredeemable\nnoncontrolling\tinterests |  |  |  |  |  |  |  | (5.8) | (5.8) |
| Distributions\tto\tnoncontrolling\tinterests |  |  |  |  |  |  |  | (13.7) | (13.7) |
| Change\tin\tredemption\tvalue\tof\tredeemable\nnoncontrolling\tinterests |  |  |  | (2.1) |  |  | (2.1) |  | (2.1) |
| Repurchases\tof\tcommon\tstock |  |  |  |  |  | (303.3) | (303.3) |  | (303.3) |
| Retirement\tof\ttreasury\tstock | (13.7) | (1.4) | (309.6) |  |  | 311.0 | 0.0 |  | 0.0 |
| Common\tstock\tdividends |  |  |  | (238.4) |  |  | (238.4) |  | (238.4) |
| Stock-based\tcompensation | 3.5 | 0.4 | 116.7 |  |  |  | 117.1 |  | 117.1 |
| Exercise\tof\tstock\toptions | 1.2 | 0.1 | 10.2 |  |  |  | 10.3 |  | 10.3 |
| Shares\twithheld\tfor\ttaxes | (1.1) | (0.1) | (23.2) |  |  |  | (23.3) |  | (23.3) |
| Other |  |  | 1.0 | (1.3) |  |  | (0.3) | (0.1) | (0.4) |
| Balance\tat\tDecember\t31,\t2016 | 394.3 | $39.4 | $1,199.2 | $1,804.3 | $(962.5) | $(63.3) | $2,017.1 | $39.6 | $2,056.7 |

|  | Shares | Common	Stock<br>Amount | Additional<br>Paid-In<br>Capital | Retained<br>Earnings | Accumulated<br>Other<br>Comprehensive<br>Loss,	Net	of	Tax | Treasury<br>Stock | Total	IPG<br>Stockholders'<br>Equity | Noncontrolling<br>Interests | Total<br>Stockholders'<br>Equity |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Balance\tat\tDecember\t31,\t2016 | 394.3 | $39.4 | $1,199.2 | $1,804.3 | $(962.5) | $(63.3) | $2,017.1 | $39.6 | $2,056.7 |
| Net\tincome |  |  |  | 579.0 |  |  | 579.0 | 16.0 | 595.0 |
| Other\tcomprehensive\tincome |  |  |  |  | 135.1 |  | 135.1 | 1.5 | 136.6 |
| Reclassifications\trelated\tto\tredeemable |  |  |  |  |  |  |  |  |  |
| noncontrolling\tinterests |  |  | (0.3) |  |  |  | (0.3) | 0.9 | 0.6 |
| Distributions\tto\tnoncontrolling\tinterests |  |  |  |  |  |  |  | (20.9) | (20.9) |
| Change\tin\tredemption\tvalue\tof\tredeemable |  |  |  |  |  |  |  |  |  |
| noncontrolling\tinterests |  |  |  | (7.9) |  |  | (7.9) |  | (7.9) |
| Repurchases\tof\tcommon\tstock |  |  |  |  |  | (300.1) | (300.1) |  | (300.1) |
| Retirement\tof\ttreasury\tstock | (13.4) | (1.3) | (303.1) |  |  | 304.4 | 0.0 |  | 0.0 |
| Common\tstock\tdividends |  |  |  | (280.3) |  |  | (280.3) |  | (280.3) |
| Stock-based\tcompensation | 5.7 | 0.6 | 86.4 |  |  |  | 87.0 |  | 87.0 |
| Exercise\tof\tstock\toptions | 1.2 | 0.1 | 13.1 |  |  |  | 13.2 |  | 13.2 |
| Shares\twithheld\tfor\ttaxes | (1.6) | (0.2) | (38.8) |  |  |  | (39.0) |  | (39.0) |
| Other |  |  | (1.3) | (1.5) |  |  | (2.8) | (2.3) | (5.1) |
| Balance\tat\tDecember\t31,\t2017 | 386.2 | $38.6 | $955.2 | $2,093.6 | $(827.4) | $(59.0) | $2,201.0 | $34.8 | $2,235.8 |

# Notes	to	Consolidated	Financial	Statements

# Note	1:		Summary	of	Significant	Accounting	Policies

# Business	Description

The	Interpublic	Group	of	Companies,	Inc.	and	subsidiaries	(the	"Company,"	"IPG,"	"we,"	"us"	or	"our")	is	one	of	the	world's	premier	global	advertising	and marketing	services	companies.	Our	agencies	create	customized	marketing	programs	for	clients	that	range	in	scale	from	large	global	marketers	to	regional	and	local clients.	Comprehensive	global	services	are	critical	to	effectively	serve	our	multinational	and	local	clients	in	markets	throughout	the	world,	as	they	seek	to	build	brands, increase	sales	of	their	products	and	services	and	gain	market	share.

# Principles	of	Consolidation

The	Consolidated	Financial	Statements	include	the	accounts	of	the	Company	and	its	consolidated	subsidiaries,	some	of	which	are	not	wholly	owned.	Investments	in companies	 over	 which	 we	 do	 not	 have	 control,	 but	 have	 the	 ability	 to	 exercise	 significant	 influence,	 are	 accounted	 for	 using	 the	 equity	 method	 of	 accounting. Investments	in	companies	over	which	we	have	neither	control	nor	have	the	ability	to	exercise	significant	influence	are	accounted	for	under	the	cost	method.	All intercompany	accounts	and	transactions	have	been	eliminated	in	consolidation.

We	have	consolidated	certain	entities	meeting	the	definition	of	variable	interest	entities,	and	the	inclusion	of	these	entities	does	not	have	a	material	impact	on	our Consolidated	Financial	Statements.

# Reclassifications

Certain	reclassifications	and	immaterial	revisions	have	been	made	to	the	prior	period	financial	statements	to	conform	to	the	current-year	presentation.

We	plan	to	adopt	a	new	presentation	for	our	Consolidated	Statements	of	Operations	beginning	the	first	quarter	of	2018	which	will	separately	present	Cost	of services;	Selling,	general	and	administrative	expenses;	and	Depreciation	and	amortization	within	our	Operating	expenses.	For	the	years	ended	December	31,	2017	and 2016,	our	Selling,	general	and	administrative	expenses	were	$118.6	and	$138.8,	respectively,	which	are	primarily	the	expenses	of	our	"Corporate	and	other"	group,	as disclosed	further	in	Note	12,	excluding	depreciation	and	amortization.	For	the	years	ended	December	31,	2017	and	2016,	Depreciation	and	amortization	were	$157.1	and $160.2,	respectively,	which	is	also	presented	on	the	Consolidated	Statements	of	Cash	Flows.	This	change	in	presentation	of	expenses	does	not	impact	total	operating expenses	or	operating	income.

# Use	of	Estimates

The	preparation	of	financial	statements	in	conformity	with	accounting	principles	generally	accepted	in	the	United	States	of	America	("U.S.	GAAP")	requires	us	to make	judgments,	assumptions	and	estimates	that	affect	the	amounts	of	assets	and	liabilities,	the	disclosure	of	contingent	assets	and	liabilities	at	the	reporting	date	and the	reported	amounts	of	revenues	and	expenses	during	the	reporting	period.	Actual	results	could	differ	from	these	estimates	and	assumptions.

Our	revenues	are	primarily	derived	from	the	planning	and	execution	of	multi-channel	advertising,	marketing	and	communications	programs	around	the	world.	Our revenues	are	directly	dependent	upon	the	advertising,	marketing	and	corporate	communications	requirements	of	our	existing	clients	and	our	ability	to	win	new	clients. Our	revenue	is	typically	lowest	in	the	first	quarter	and	highest	in	the	fourth	quarter.	This	reflects	the	seasonal	spending	of	our	clients,	incentives	earned	at	year	end	on various	contracts	and	project	work	that	is	typically	completed	during	the	fourth	quarter.

Most	of	our	client	contracts	are	individually	negotiated	and,	accordingly,	the	terms	of	client	engagements	and	the	bases	on	which	we	earn	commissions	and	fees vary	significantly.	As	is	customary	in	the	industry,	our	contracts	generally	provide	for	termination	by	either	party	on	relatively	short	notice,	usually	90	days.

Our	client	contracts	are	complex	arrangements	that	may	include	provisions	for	incentive	compensation	and	vendor	rebates	and	credits.	Our	largest	clients	are multinational	entities	and,	as	such,	we	often	provide	services	to	these	clients	out	of	multiple	offices	and	across	many	of	our	agencies.	In	arranging	for	such	services,	it	is possible	that	we	will	enter	into	global,	regional	and	local	agreements.	Agreements	of	this	nature	are	reviewed	by	legal	counsel	to	determine	the	governing	terms	to	be followed	by	the	offices	and	agencies	involved.

•Fees	are	generally	recognized	as	earned	based	on	the	proportional	performance	input	method	of	revenue	recognition	in	situations	where	our	fee	is	reconcilable	to	the actual	hours	incurred	to	service	the	client	as	detailed	in	a	contractual	staffing	plan,	where	the	fee	is	earned	on	a	per	hour	basis	or	where	actual	hours	incurred	are provided	to	the	client	on	a	periodic	basis	(whether	or	not	the	fee	is	reconcilable),	with	the	amount	of	revenue	recognized	in	these	situations	limited	to	the	amount realizable	under	the	client	contract.	We	believe	an	input-based	measure	(the	'hour')	is	appropriate	in	situations	where	the	client	arrangement	essentially	functions	as a	time	and	out-of-pocket	expense	contract	and	the	client	receives	the	benefit	of	the	services	provided	throughout	the	contract	term.

•Fees	are	recognized	on	a	straight-line	or	monthly	basis	when	service	is	provided	essentially	on	a	pro-rata	basis	and	the	terms	of	the	contract	support	monthly	basis accounting.

•Certain	fees	(such	as	for	major	marketing	events)	are	deferred	until	contract	completion	if	the	final	act	is	so	significant	in	relation	to	the	service	transaction	taken	as a	whole	or	if	any	of	the	terms	of	the	contract	do	not	otherwise	qualify	for	proportional	performance	or	monthly	basis	recognition.	Fees	may	also	be	deferred	and recognized	upon	delivery	of	a	project	if	the	terms	of	the	client	contract	identify	individual	discrete	projects.

Depending	on	the	terms	of	the	client	contract,	revenue	is	derived	from	diverse	arrangements	involving	fees	for	services	performed,	commissions,	performance incentive	provisions	and	combinations	of	the	three.	Commissions	are	generally	earned	on	the	date	of	the	broadcast	or	publication.	Contractual	arrangements	with	clients may	also	include	performance	incentive	provisions	designed	to	link	a	portion	of	our	revenue	to	our	performance	relative	to	either	qualitative	or	quantitative	goals,	or both.	Performance	incentives	are	recognized	as	revenue	for	quantitative	targets	when	the	target	has	been	achieved	and	for	qualitative	targets	when	confirmation	of	the incentive	is	received	from	the	client.

# Cash	and	Cash	Equivalents

Cash	equivalents	are	highly	liquid	investments,	which	include	certificates	of	deposit,	government	securities,	commercial	paper	and	time	deposits	with	original maturities	of	three	months	or	less	at	the	time	of	purchase	and	are	stated	at	estimated	fair	value,	which	approximates	cost.	Cash	is	maintained	at	multiple	high-credit- quality	financial	institutions.

# Allowance	for	Doubtful	Accounts

The	allowance	for	doubtful	accounts	 is	estimated	based	on	 the	aging	of	accounts	receivable,	reviews	of	client	credit	reports,	 industry	 trends	and	economic indicators,	as	well	as	reviews	of	recent	payment	history	for	specific	customers.	The	estimate	is	based	largely	on	a	formula-driven	calculation	but	is	supplemented	with economic	indicators	and	knowledge	of	potential	write-offs	of	specific	client	accounts.

# Expenditures	Billable	to	Clients

Expenditures	billable	to	clients	are	primarily	comprised	of	production	and	media	costs	that	have	been	incurred	but	have	not	yet	been	billed	to	clients,	as	well	as	fees that	have	been	earned	which	have	not	yet	been	billed	to	clients.	Unbilled	amounts	are	presented	in	expenditures	billable	to	clients	regardless	of	whether	they	relate	to	our fees	or	production	and	media	costs.	A	provision	is	made	for	unrecoverable	costs	as	deemed	appropriate.

# Accounts	Payable

Accounts	payable	includes	all	operating	payables,	including	those	related	to	all	media	and	production	costs.	These	payables	are	due	within	one	year.

Our	investments	in	short-term	marketable	securities	include	investment-grade	time	deposits,	commercial	paper,	government	securities	with	maturities	greater	than three	months	but	less	than	twelve	months	and	publicly	traded	companies	over	which	we	do	not	exert	a	significant	influence.	These	investments	are	classified	as available-for-sale	 and	 reported	 at	 fair	 value	 based	 on	 quoted	 market	 prices	 with	 net	 unrealized	 gains	 and	 losses	 reported	 as	 a	 component	 of	 accumulated	 other comprehensive	loss.	Our	non-publicly	traded	investments	and	all	other	publicly	traded	investments,	including	investments	to	fund	certain	deferred	compensation	and retirement	obligations,	are	accounted	for	using	the	equity	method	or	cost	method.	We	do	not	disclose	the	fair	value	for	all	equity	method	investments	or	investments	held at	cost	as	it	is	not	practical	to	estimate	fair	value	since	there	is	no	readily	available	market	data	and	it	is	cost	prohibitive	to	obtain	independent	valuations.	We	regularly review	our	equity	and	cost	method	investments	to	determine	whether	a	significant	event	or	change	in	circumstances	has	occurred	that	may	impact	the	fair	value	of	each investment.	In	the	event	a	decline	in	fair	value	of	an	investment	occurs,	we	determine	if	the	decline	has	been	other-than-temporary.	We	consider	our	investments strategic	and	long-term	in	nature,	so	we	determine	if	the	fair	value	decline	is	recoverable	within	a	reasonable	period.	For	our	investments,	we	evaluate	fair	value	based on	specific	information	(valuation	methodologies,	estimates	of	appraisals,	financial	statements,	etc.)	in	addition	to	quoted	market	price,	if	available.	We	consider	all known	quantitative	and	qualitative	factors	in	determining	if	an	other-than-temporary	decline	in	value	of	an	investment	has	occurred.

# Derivatives

We	are	exposed	to	market	risk	related	to	interest	rates,	foreign	currency	rates	and	certain	balance	sheet	items.	From	time	to	time	we	enter	into	derivative	instruments for	risk	management	purposes,	and	not	for	speculative	purposes.	All	derivative	instruments	are	recorded	at	fair	value	on	our	balance	sheet.	Changes	in	fair	value	are immediately	included	in	earnings	if	the	derivatives	are	not	designated	as	a	hedge	instrument	or	if	the	derivatives	do	not	qualify	as	effective	hedges.	For	derivatives designated	as	hedge	instruments,	we	evaluate	for	hedge	accounting	both	at	inception	and	throughout	the	hedge	period.	If	a	derivative	is	designated	as	a	fair	value	hedge, then	changes	in	the	fair	value	of	the	derivative	are	offset	against	the	changes	in	the	fair	value	of	the	underlying	hedged	item.	If	a	derivative	is	designated	as	a	cash	flow hedge,	then	the	effective	portion	of	the	changes	in	the	fair	value	of	the	derivative	is	recognized	as	a	component	of	accumulated	other	comprehensive	income	and subsequently	reclassified	to	earnings	in	our	Consolidated	Statement	of	Operations	in	the	same	period	as	the	underlying	hedged	transaction	affects	earnings.

# Property	and	Equipment

Furniture,	equipment,	leasehold	improvements	and	buildings	are	stated	at	cost,	net	of	accumulated	depreciation.	Furniture	and	equipment	are	depreciated	generally using	the	straight-line	method	over	the	estimated	useful	lives	of	the	related	assets,	which	range	from	3	 to	7	years	for	furniture	and	equipment,	10	 to	35	years	for buildings	and	the	shorter	of	the	useful	life	or	the	remaining	lease	term	for	leasehold	improvements.	Land	is	stated	at	cost	and	is	not	depreciated.

We	capitalize	certain	internal	and	external	costs	incurred	to	acquire	or	create	internal	use	software,	principally	related	to	our	enterprise	resource	planning	("ERP") systems.	Our	ERP	systems	are	stated	at	cost,	net	of	accumulated	amortization,	and	are	amortized	using	the	straight-line	method	over	10	years.	All	other	internal	use computer	software	are	stated	at	cost,	net	of	accumulated	amortization	and	are	amortized	using	the	straight-line	method	over	the	estimated	useful	lives	of	the	related assets,	which	range	from	3	to	7	years.

We	review	goodwill	and	other	intangible	assets	with	indefinite	lives	not	subject	to	amortization	as	of	October	1st	each	year	and	whenever	events	or	significant changes	in	circumstances	indicate	that	the	carrying	value	may	not	be	recoverable.	We	evaluate	the	recoverability	of	goodwill	at	a	reporting	unit	level.	We	have	11 reporting	units	that	were	subject	to	the	2017	annual	impairment	testing.	Our	annual	impairment	review	as	of	October	1,	2017	did	not	result	in	an	impairment	charge	for any	of	our	reporting	units.

For	reporting	units	not	included	in	the	qualitative	assessment,	or	for	any	reporting	units	identified	in	the	qualitative	assessment	as	"more	likely	than	not"	that	the	fair value	is	less	than	its	carrying	value,	the	quantitative	impairment	test	is	performed.	For	our	annual	impairment	test,	we	compare	the	respective	fair	value	of	our	reporting units'	equity	to	the	carrying	value	of	their	net	assets.	The	sum	of	the	fair	values	of	all	our	reporting	units	is	also	reconciled	to	our	current	market	capitalization	plus	an estimated	control	premium.	Goodwill	allocated	to	a	reporting	unit	whose	fair	value	is	equal	to	or	greater	than	its	carrying	value	is	not	impaired,	and	no	further	testing	is required.	Should	the	carrying	amount	for	a	reporting	unit	exceed	its	fair	value,	then	the	quantitative	impairment	test	is	failed	and	impaired	goodwill	is	written	down	to	its fair	value	with	a	charge	to	expense	in	the	period	the	impairment	is	identified.

The	fair	value	of	each	reporting	unit	for	2017	and	2016	was	estimated	using	a	combination	of	the	income	approach,	which	incorporates	the	use	of	the	discounted cash	flow	method,	and	the	market	approach,	which	incorporates	the	use	of	earnings	and	revenue	multiples	based	on	market	data.

# Foreign	Currencies

The	functional	currency	of	our	foreign	operations	is	generally	their	respective	local	currency.	Assets	and	liabilities	are	translated	at	the	exchange	rates	in	effect	at the	balance	sheet	date,	and	revenues	and	expenses	are	translated	at	the	average	exchange	rates	during	the	period	presented.	The	resulting	translation	adjustments	are recorded	as	a	component	of	accumulated	other	comprehensive	loss	in	the	stockholders'	equity	section	of	our	Consolidated	Balance	Sheets.	Currency	transaction	gains	or losses	primarily	arising	from	transactions	in	currencies	other	than	the	functional	currency	are	included	in	office	and	general	expenses.	Foreign	currency	transactions resulted	in	pre-tax	gains	of	$1.9,	$2.1	and	$2.0	in	for	the	years	ended	December	31,	2017,	2016	and	2015,	respectively.

We	monitor	the	currencies	of	countries	in	which	we	operate	in	order	to	determine	if	the	country	should	be	considered	a	highly	inflationary	environment.	A	currency is	determined	to	be	highly	inflationary	when	there	is	cumulative	inflation	of	approximately	100%	or	more	over	a	three-year	period.	If	this	occurs	the	functional	currency of	that	country	would	be	changed	to	our	reporting	currency,	the	U.S.	Dollar,	and	foreign	exchange	gains	or	losses	would	be	recognized	on	all	monetary	transactions, assets	and	liabilities	in	currencies	other	than	the	U.S.	Dollar	until	the	currency	is	no	longer	considered	highly	inflationary.

The	provision	for	income	taxes	includes	U.S.	federal,	state,	local	and	foreign	taxes.	Income	taxes	are	accounted	for	under	the	liability	method.	Deferred	tax	assets and	liabilities	are	recognized	for	the	estimated	future	tax	consequences	of	temporary	differences	between	the	financial	statement	carrying	amounts	and	their	respective tax	bases.	Deferred	tax	assets	and	liabilities	are	measured	using	enacted	tax	rates	expected	to	apply	to	taxable	income	in	the	year	in	which	the	temporary	differences	are expected	to	be	reversed.	We	evaluate	the	realizability	of	our	deferred	tax	assets	and	establish	a	valuation	allowance	when	it	is	"more	likely	than	not"	that	all	or	a	portion of	the	deferred	tax	assets	will	not	be	realized.	We	evaluate	our	tax	positions	using	the	"more	likely	than	not"	recognition	threshold	and	then	apply	a	measurement assessment	to	those	positions	that	meet	the	recognition	threshold.	The	factors	used	in	assessing	valuation	allowances	include	all	available	evidence,	such	as	past operating	results,	estimates	of	future	taxable	income	and	the	feasibility	of	tax	planning	strategies.	We	have	established	tax	reserves	that	we	believe	to	be	adequate	in relation	to	the	potential	for	additional	assessments	in	each	of	the	jurisdictions	in	which	we	are	subject	to	taxation.	We	regularly	assess	the	likelihood	of	additional	tax assessments	in	those	jurisdictions	and	adjust	our	reserves	as	additional	information	or	events	require.

# Redeemable	Noncontrolling	Interests

Many	of	our	acquisitions	include	provisions	under	which	the	noncontrolling	equity	owners	can	require	us	to	purchase	additional	interests	in	a	subsidiary	at	their discretion.	Payments	for	these	redeemable	noncontrolling	interests	may	be	contingent	on	projected	operating	performance	and	satisfying	other	conditions	specified	in	the related	agreements.	These	payments	are	also	subject	to	revision	in	accordance	with	the	terms	of	the	agreements.	We	record	these	redeemable	noncontrolling	interests	in "mezzanine	equity"	in	our	Consolidated	Balance	Sheets.	Each	reporting	period,	redeemable	noncontrolling	interests	are	reported	at	their	estimated	redemption	value,	but not	less	than	their	initial	fair	value.	Any	adjustment	to	the	redemption	value	above	initial	value	prior	to	exercise	will	also	impact	retained	earnings	or	additional	paid-in capital	("APIC"),	but	will	not	impact	net	income.	Adjustments	as	a	result	of	currency	translation	will	affect	the	redeemable	noncontrolling	interest	balance,	but	do	not impact	retained	earnings	or	additional	paid-in	capital.

# Earnings	Per	Share	("EPS")

Basic	EPS	available	to	IPG	common	stockholders	equals	net	income	available	to	IPG	common	stockholders	divided	by	the	weighted-average	number	of	common shares	outstanding	for	the	applicable	period.	Diluted	EPS	equals	net	income	available	to	IPG	common	stockholders	divided	by	the	weighted-average	number	of	common shares	outstanding,	plus	any	additional	common	shares	that	would	have	been	outstanding	if	potentially	dilutive	shares	had	been	issued.

Diluted	EPS	reflect	the	potential	dilution	that	would	occur	if	certain	potentially	dilutive	securities	were	exercised.	The	potential	issuance	of	common	stock	is assumed	to	occur	at	the	beginning	of	the	year	(or	at	the	time	of	issuance	of	the	potentially	dilutive	instrument,	if	later)	and	the	incremental	shares	are	included	using	the treasury	stock	method.	The	proceeds	utilized	in	applying	the	treasury	stock	method	consist	of	the	amount,	if	any,	to	be	paid	upon	exercise	and,	as	it	relates	to	stock-based compensation,	the	amount	of	compensation	cost	attributed	to	future	service	not	yet	recognized.	These	proceeds	are	then	assumed	to	be	used	to	purchase	common	stock	at the	average	market	price	of	our	stock	during	the	period.	The	incremental	shares	(difference	between	the	shares	assumed	to	be	issued	and	the	shares	assumed	to	be purchased),	to	the	extent	they	would	have	been	dilutive,	are	included	in	the	denominator	of	the	diluted	EPS	calculation.

We	may	be	required	to	calculate	basic	EPS	using	the	two-class	method	as	a	result	of	our	redeemable	noncontrolling	interests.	To	the	extent	that	the	redemption value	increases	and	exceeds	the	then-current	fair	value	of	a	redeemable	noncontrolling	interest,	net	income	available	to	IPG	common	stockholders	(used	to	calculate EPS)	could	be	negatively	impacted	by	that	increase,	subject	to	certain	limitations.	The	partial	or	full	recovery	of	any	reductions	to	net	income	available	to	IPG	common stockholders	(used	to	calculate	EPS)	is	limited	to	any	cumulative	prior-period	reductions.	For	the	years	ended	December	31,	2017,	2016	and	2015,	there	was	no	impact	to EPS	for	adjustments	related	to	our	redeemable	noncontrolling	interests.

# Pension	and	Postretirement	Benefits

We	have	pension	and	postretirement	benefit	plans	covering	certain	domestic	and	international	employees.	We	use	various	actuarial	methods	and	assumptions	in determining	our	net	pension	and	postretirement	benefit	costs	and	obligations,	including	the	discount	rate	used	to	determine	the	present	value	of	future	benefits,	expected long-term	rate	of	return	on	plan	assets	and	healthcare	cost	trend	rates.	The	overfunded	or	underfunded	status	of	our	pension	and	postretirement	benefit	plans	is	recorded on	our	Consolidated	Balance	Sheet.

# Stock-Based	Compensation

Compensation	costs	related	to	share-based	transactions,	including	employee	stock	options,	are	recognized	in	the	Consolidated	Financial	Statements	based	on	fair value.	Stock-based	compensation	expense	is	generally	recognized	ratably	over	the	requisite	service	period	based	on	the	estimated	grant-date	fair	value,	net	of	estimated forfeitures.

# Treasury	Stock

We	account	for	repurchased	common	stock	under	the	cost	method	and	include	such	treasury	stock	as	a	component	of	our	Consolidated	Statements	of	Stockholders' Equity.	Upon	retirement,	we	reduce	common	stock	for	the	par	value	of	the	shares	being

retired	and	the	excess	of	the	cost	of	the	shares	over	par	value	as	a	reduction	to	APIC,	to	the	extent	there	is	APIC	in	the	same	class	of	stock,	and	any	remaining	amount	to retained	earnings.	These	retired	shares	remain	authorized	but	unissued.

In	October	and	November	2017,	we	retired	13.4	shares	of	our	treasury	stock,	which	resulted	in	a	reduction	in	common	stock	of	$1.3,	treasury	stock	of	$304.4	and APIC	of	$303.1.	In	October	2016,	we	retired	13.7	shares	of	our	treasury	stock,	which	resulted	in	a	reduction	in	common	stock	of	$1.4,	treasury	stock	of	$311.0	and APIC	of	$309.6.	In	October	2015,	we	retired	11.3	shares	of	our	treasury	stock,	which	resulted	in	a	reduction	in	common	stock	of	$1.2,	treasury	stock	of	$233.2	and APIC	of	$232.0.	There	was	no	effect	on	total	stockholders'	equity	as	a	result	of	these	retirements.

# Note	2:		Debt	and	Credit	Arrangements

# Long-Term	Debt

A	summary	of	the	carrying	amounts	and	fair	values	of	our	long-term	debt	is	listed	below.

| Effective<br>Interest	Rate | Effective<br>Interest	Rate | Book<br>Value | Fair<br>Value	1 | Book<br>Value | Fair<br>Value	1 |
| :--- | :--- | :--- | :--- | :--- | :--- |
| 2.25%\tSenior\tNotes\tdue\t2017 | 2.30% | $0.0 | $0.0 | $299.4 | $301.4 |
| $1.3\tand\t$1.1,\trespectively) | 4.13% | 247.6 | 259.0 | 247.0 | 258.4 |
| $0.8\tand\t$2.1,\trespectively) | 4.32% | 497.1 | 513.2 | 496.6 | 503.3 |
| $0.7\tand\t$2.6,\trespectively) | 4.24% | 496.7 | 524.2 | 496.2 | 511.6 |
| Other\tnotes\tpayable\tand\tcapitalized\tleases |  | 46.2 | 46.2 | 65.4 | 65.4 |
| Total\tlong-term\tdebt |  | 1,287.6 |  | 1,604.6 |  |
| Less:\tcurrent\tportion |  | 2.0 |  | 323.9 |  |
| Long-term\tdebt,\texcluding\tcurrent\tportion |  | $1,285.6 |  | $1,280.7 |  |
| 1 |  |  |  |  |  |
| 2018 | 2018 | 2018 | 2018 | $2.0 | $2.0 |
| 2019 |  |  |  |  | 3.1 |
| 2020 | 2020 | 2020 | 2020 | 1.0 | 1.0 |
| 2021 |  |  |  |  | 0.0 |
| 2022 | 2022 | 2022 | 2022 | 247.6 | 247.6 |
| Thereafter |  |  |  |  | 1,033.9 |
| Total\tlong-term\tdebt | Total\tlong-term\tdebt | Total\tlong-term\tdebt | Total\tlong-term\tdebt | $1,287.6 | $1,287.6 |

For	those	debt	securities	that	have	a	premium	or	discount	at	the	time	of	issuance,	we	amortize	the	amount	through	interest	expense	based	on	the	maturity	date	or	the first	date	the	holders	may	require	us	to	repurchase	the	debt	securities,	if	applicable.	A	premium	would	result	in	a	decrease	in	interest	expense,	and	a	discount	would result	in	an	increase	in	interest	expense	in	future	periods.	Additionally,	we	have	debt	issuance	costs	related	to	certain	financing	transactions	which	are	also	amortized through	interest	expense.	As	of	December	31,	2017	and	2016,	we	had	total	unamortized	debt	issuance	costs	of	$13.0	and	$12.3,	respectively.

Our	debt	securities	include	covenants	that,	among	other	things,	limit	our	liens	and	the	liens	of	certain	of	our	consolidated	subsidiaries,	but	do	not	require	us	to maintain	any	financial	ratios	or	specified	levels	of	net	worth	or	liquidity.

# Long-Term	Debt	Transactions

# Notes	to	Consolidated	Financial	Statements	–	(continued)

We	maintain	a	committed	corporate	credit	facility,	which	has	been	amended	and	restated	from	time	to	time	(the	"Credit	Agreement").	The	Credit	Agreement	is	a revolving	facility,	under	which	amounts	borrowed	by	us	or	any	of	our	subsidiaries	designated	under	the	Credit	Agreement	may	be	repaid	and	reborrowed,	subject	to	an aggregate	lending	limit.	On	October	25,	2017,	we	amended	and	restated	our	committed	credit	agreement,	originally	dated	as	of	July	18,	2008	(as	amended	and	restated, the	"Credit	Agreement"),	increasing	the	revolving	commitments	from	$1,000.0	to	$1,500.0,	or	the	equivalent	in	other	specified	currencies,	and	extending	the	Credit Agreement's	expiration	to	October	25,	2022.

We	use	our	Credit	Agreement	to	increase	our	financial	flexibility,	to	provide	letters	of	credit	primarily	to	support	obligations	of	our	subsidiaries	and	to	support	our commercial	paper	program.	The	Company	has	the	ability	to	increase	the	commitments	under	the	Credit	Agreement	from	time	to	time	by	an	additional	amount	of	up	to $250.0,	provided	the	Company	receives	commitments	for	such	increases	and	satisfies	certain	other	conditions.	The	aggregate	available	amount	of	letters	of	credit outstanding	may	decrease	or	increase,	subject	to	a	sublimit	on	letters	of	credit	of	$50.0,	or	the	equivalent	in	other	currencies.	Our	obligations	under	the	Credit	Agreement are	unsecured.	As	of	December	31,	2017	and	2016,	there	were	no	borrowings	under	the	Credit	Agreement;	however,	we	had	$8.4	and	$4.9	of	letters	of	credit	under	the Credit	Agreement,	which	reduced	our	total	availability	to	$1,491.6	and	$995.1,	respectively.

In	addition	to	other	and	customary	covenants,	the	Credit	Agreement	requires	that	we	maintain	the	financial	covenants	listed	below	as	of	the	end	of	each	fiscal quarter	for	the	period	of	four	fiscal	quarters	then	ended.	We	were	in	compliance	with	all	of	our	covenants	in	the	Credit	Agreement	as	of	December	31,	2017.

1 The	interest	coverage	ratio	is	defined	as	EBITDA,	as	defined	in	the	Credit	Agreement,	to	net	interest	expense	for	the	four	quarters	then	ended.

2 The	leverage	ratio	is	defined	as	debt	as	of	the	last	day	of	such	fiscal	quarter	to	EBITDA,	as	defined	in	the	Credit	Agreement,	for	the	four	quarters	then	ended.	The	leverage	ratio	may	be	changed to	not	more	than	4.00	to	1	at	our	election	for	four	consecutive	fiscal	quarters,	beginning	with	the	fiscal	quarter	in	which	there	is	an	occurrence	of	one	or	more	acquisitions	with	an	aggregate purchase	price	of	at	least	$200.0.

We	also	have	uncommitted	lines	of	credit	with	various	banks	which	permit	borrowings	at	variable	interest	rates	and	which	are	primarily	used	to	fund	working capital	needs.	We	have	guaranteed	the	repayment	of	some	of	these	borrowings	made	by	certain	subsidiaries.	If	we	lose	access	to	these	credit	lines,	we	would	have	to provide	funding	directly	to	some	of	our	operations.	As	of	December	31,	2017	and	2016,	the	Company	had	uncommitted	lines	of	credit	in	an	aggregate	amount	of	$926.2 and	$856.6,	under	which	we	had	outstanding	borrowings	of	$84.9	and	$85.7	classified	as	short-term	borrowings	on	our	Consolidated	Balance	Sheets,	respectively.	The average	amounts	outstanding	during	2017	and	2016	were	$223.8	and	$216.0,	respectively,	with	weighted-average	interest	rates	of	approximately	2.9%	for	both	periods.

# Note	3:		Earnings	Per	Share

The	following	sets	forth	basic	and	diluted	earnings	per	common	share	available	to	IPG	common	stockholders.

|  |  | Years	ended	December	31, |  |
| :--- | :--- | :--- | :--- |
|  | 2017 | 2016 | 2015 |
| Net\tincome\tavailable\tto\tIPG\tcommon\tstockholders | $579.0 | $608.5 | $454.6 |
| Weighted-average\tnumber\tof\tcommon\tshares\toutstanding\t-\tbasic | 389.6 | 397.9 | 408.1 |
| Dilutive\teffect\tof\tstock\toptions\tand\trestricted\tshares | 7.7 | 10.1 | 7.6 |
| Weighted-average\tnumber\tof\tcommon\tshares\toutstanding\t-\tdiluted | 397.3 | 408.0 | 415.7 |
| Earnings\tper\tshare\tavailable\tto\tIPG\tcommon\tstockholders: |  |  |  |
| Basic | $1.49 | $1.53 | $1.11 |
| Diluted | $1.46 | $1.49 | $1.09 |

# Note	4:		Acquisitions

We	continue	to	evaluate	strategic	opportunities	to	expand	our	industry	expertise,	strengthen	our	position	in	high-growth	and	key	strategic	geographical	markets	and industry	 sectors,	 advance	 technological	 capabilities	 and	 improve	 operational	 efficiency	 through	 both	 acquisitions	 and	 increased	 ownership	 interests	 in	 current investments.	Our	acquisitions	typically	provide	for	an	initial	payment	at	the	time	of	closing	and	additional	contingent	purchase	price	payments	based	on	the	future performance	 of	 the	 acquired	 entity.	 We	 have	 entered	 into	 agreements	 that	 may	 require	 us	 to	 purchase	 additional	 equity	 interests	 in	 certain	 consolidated	 and unconsolidated	subsidiaries.	The	amounts	at	which	we	record	these	transactions	in	our	financial	statements	are	based	on	estimates	of	the	future	financial	performance	of the	acquired	entity,	the	timing	of	the	exercise	of	these	rights,	changes	in	foreign	currency	exchange	rates	and	other	factors.

During	2017,	we	completed	ten	acquisitions,	eight	of	which	were	included	in	the	Integrated	Agency	Networks	("IAN")	operating	segment,	and	two	of	which	were included	in	the	Constituency	Management	Group	("CMG")	operating	segment.	These	acquisitions	included	a	digital	marketing	agency	based	in	the	U.S.,	a	data	science and	business	intelligence	firm	based	in	the	U.S.	with	operations	in	China,	an	advertising	and	consulting	company	based	in	Indonesia,	a	strategic	communications	agency based	in	the	U.K.,	an	independent	creative	agency	based	in	the	U.K.,	a	retail	branding	and	design	firm	based	in	the	U.S.,	a	content	creation	and	marketing	agency	based in	the	Netherlands,	an	independent	media	agency	and	digital	consultancy	based	in	Finland,	and	an	integrated	marketing	communications	agency	based	in	Canada.	During 2017,	we	recorded	approximately	$62.0	of	goodwill	and	intangible	assets	related	to	our	acquisitions.

During	2016,	we	completed	ten	acquisitions,	three	of	which	were	included	in	the	IAN	operating	segment,	and	seven	of	which	were	included	in	the	CMG	operating segment.	The	most	significant	acquisitions	included	a	product	and	service	design	consultancy	based	in	the	U.S.,	an	integrated	healthcare	marketing	communications agency	based	in	the	U.S.,	a	content	creation	and	digital	agency	with	offices	in	the	U.S.	and	the	U.K.,	a	mobile	consultancy	and	application	development	agency	based	in the	U.K.,	a	full-service	public	relations	and	digital	agency	based	in	China,	a	search	engine	optimization	and	digital	content	marketing	agency	based	in	the	U.K.,	and	a mobile	focused	digital	agency	based	in	the	U.K.	During	2016,	we	recorded	approximately	$149.0	of	goodwill	and	intangible	assets	related	to	these	acquisitions.

During	2015,	we	completed	five	acquisitions,	four	of	which	were	included	in	the	IAN	operating	segment,	and	one	of	which	was	included	in	the	CMG	operating segment.	The	most	significant	acquisitions	included	a	full-service	digital	agency	in	the	U.K.,	a	group	of	creative	marketing	agencies	based	in	Russia,	and	a	media planning	and	buying	agency	with	significant	digital	capabilities	in	Canada.	During	2015,	we	recorded	approximately	$61.0	of	goodwill	and	intangible	assets	related	to these	acquisitions.

The	results	of	operations	of	our	acquired	companies	were	included	in	our	consolidated	results	from	the	closing	date	of	each	acquisition.	We	did	not	make	any payments	in	stock	related	to	our	acquisitions	in	2017,	2016	or	2015.

Details	of	cash	paid	for	current	and	prior	years'	acquisitions	are	listed	below.

|  |  | Years	ended	December	31, |  |
| :--- | :--- | :--- | :--- |
|  | 2017 | 2016 | 2015 |
| Cost\tof\tinvestment:\tcurrent-year\tacquisitions | $36.8 | $65.7 | $37.8 |
| Cost\tof\tinvestment:\tprior-year\tacquisitions | 54.6 | 40.7 | 53.1 |
| Less:\tnet\tcash\tacquired | (7.1) | (13.6) | (9.2) |
| Total\tcost\tof\tinvestment | 84.3 | 92.8 | 81.7 |
| Operating\tpayments\t1 | 47.1 | 19.1 | 18.4 |
| Total\tcash\tpaid\tfor\tacquisitions\t2 | $131.4 | $111.9 | $100.1 |

1 Represents	cash	payments	for	amounts	that	have	been	recognized	in	operating	expenses	since	the	date	of	acquisition	either	relating	to	adjustments	to	estimates	in	excess	of	the	initial	value	of contingent	payments	recorded	or	were	contingent	upon	 the	future	employment	of	 the	former	owners	of	 the	acquired	companies.	Amounts	are	reflected	 in	 the	operating	section	of the	Consolidated	Statements	of	Cash	Flows.

2 Of	the	total	cash	paid	for	acquisitions,	 $30.6,	$52.0	and	$28.6	for	the	years	ended	December	31,	2017,	2016	and	2015,	respectively,	are	classified	under	the	investing	section	of	the	Consolidated Statements	of	Cash	Flows	as	acquisitions,	net	of	cash	acquired.	These	amounts	relate	to	initial	payments	for	new	transactions.	Of	the	total	cash	paid	for	acquisitions,	$53.7,	$40.8	and	$53.1 for	 the	years	ended	December	31,	2017,	2016	 and	2015,	respectively,	are	classified	under	the	financing	section	of	the	Consolidated	Statements	of	Cash	Flows	as	acquisition-related payments.	These	amounts	relate	to	deferred	payments	and	increases	in	our	ownership	interest	for	prior	acquisitions.

For	companies	acquired,	we	estimate	the	fair	values	of	the	assets	and	liabilities	based	on	100%	of	the	business	for	consolidation.	The	purchase	price	in	excess	of	the estimated	fair	value	of	the	tangible	net	assets	acquired	is	allocated	to	identifiable	intangible	assets	and	then	to	goodwill.	Due	to	the	characteristics	of	advertising, specialized	marketing	and	communication	services	companies,	our	acquisitions	typically	do	not	have	significant	amounts	of	tangible	assets	since	the	principal	assets	we acquire	are	client	relationships	and	talent.	As	a	result,	a	substantial	portion	of	the	purchase	price	is	primarily	allocated	to	customer	lists,	trade	names	and	goodwill.

For	acquisitions	we	record	deferred	payment	and	redeemable	noncontrolling	interest	amounts	on	our	Consolidated	Balance	Sheets	based	on	their	acquisition-date fair	value.	Deferred	payments	are	recorded	on	a	discounted	basis	and	adjusted	quarterly,	if	necessary,	through	operating	income	or	net	interest	expense,	depending	on	the nature	of	the	arrangement,	for	both	changes	in	estimate	and	accretion	between	the	acquisition	date	and	the	final	payment	date.	See	Note	13	for	further	information	on contingent	acquisition	obligations.	Redeemable	noncontrolling	interests	are	adjusted	quarterly	to	their	estimated	redemption	value,	but	not	less	than	their	initial	fair value.	Any	adjustments	to	the	redemption	value	impact	retained	earnings,	except	for	foreign	currency	translation	adjustments.	The	following	table	presents	changes	in our	redeemable	noncontrolling	interests.

|  |  | Years	ended	December	31, |  |
| :--- | :--- | :--- | :--- |
|  | 2017 | 2016 | 2015 |
| Balance\tat\tbeginning\tof\tperiod | $252.8 | $251.9 | $257.4 |
| Change\tin\trelated\tnoncontrolling\tinterests\tbalance | (2.8) | 4.9 | 0.8 |
| Changes\tin\tredemption\tvalue\tof\tredeemable\tnoncontrolling\tinterests: |  |  |  |
| Additions | 7.7 | 6.8 | 16.5 |
| Redemptions\tand\tother | (18.5) | (14.8) | (25.1) |
| Redemption\tvalue\tadjustments | 12.9 | 4.0 | 2.3 |
| Balance\tat\tend\tof\tperiod | $252.1 | $252.8 | $251.9 |

For	all	acquisitions,	if	a	portion	of	the	deferred	payments	and	purchases	of	additional	interests	after	the	effective	date	of	purchase	are	contingent	upon	employment terms,	then	that	amount	is	accounted	for	separately	from	the	business	combination	and	recognized	as	compensation	expense	over	the	required	earn-out	period.	Payments deemed	as	compensation	are	excluded	from	the	fair	value	purchase	price	allocation	to	tangible	net	assets	and	intangible	assets	acquired.

# Note	5:		Supplementary	Data

# Valuation	and	Qualifying	Accounts	–	Allowance	for	Uncollectible	Accounts	Receivable

|  | 2017 | 2016 | 2015 |
| :--- | :--- | :--- | :--- |
| Balance\tat\tbeginning\tof\tperiod | $55.7 | $54.2 | $59.5 |
| Charges\tto\tcosts\tand\texpenses | 9.5 | 16.7 | 11.4 |
| Deductions: |  |  |  |
| Dispositions | (1.0) | (2.5) | (2.8) |
| Uncollectible\taccounts\twritten\toff | (25.5) | (9.4) | (9.8) |
| Foreign\tcurrency\ttranslation\tadjustments | 4.0 | (3.3) | (4.1) |
| Balance\tat\tend\tof\tperiod | $42.7 | $55.7 | $54.2 |

|  | December	31, | December	31, |
| :--- | :--- | :--- |
|  | 2017 | 2016 |
| Furniture\tand\tequipment | $634.8 | $604.2 |
| Leasehold\timprovements | 641.5 | 599.8 |
| Internal-use\tcomputer\tsoftware | 331.3 | 306.5 |
| Land\tand\tbuildings | 79.0 | 73.1 |
| Gross\tproperty\tand\tequipment | 1,686.6 | 1,583.6 |
| Less:\taccumulated\tdepreciation | (1,036.2) | (961.6) |
| Total\tproperty\tand\tequipment,\tnet | $650.4 | $622.0 |

# Accrued	Liabilities

The	following	table	presents	the	components	of	accrued	liabilities.

|  | December	31, | December	31, |
| :--- | :--- | :--- |
|  | 2017 | 2016 |
| Salaries,\tbenefits\tand\trelated\texpenses | $441.7 | $499.0 |
| Office\tand\trelated\texpenses | 53.2 | 46.7 |
| Acquisition\tobligations | 42.0 | 77.5 |
| Interest | 16.4 | 17.3 |
| Other | 121.4 | 153.5 |
| Total\taccrued\tliabilities | $674.7 | $794.0 |

Net	losses	on	sales	of	businesses	–	During	2017,	the	amounts	recognized	were	primarily	related	to	sales	of	businesses	and	the	classification	of	certain	assets	and liabilities,	consisting	primarily	of	cash,	accounts	receivable	and	accounts	payable,	as	held	for	sale	within	our	IAN	operating	segment.	The	businesses	held	for	sale	as	of year	end	primarily	represent	unprofitable,	non-strategic	agencies	which	are	expected	to	be	sold	within	the	next	twelve	months.	During	2016,	the	amounts	recognized were	related

to	sales	of	businesses	and	the	classification	of	certain	assets	and	liabilities,	consisting	primarily	of	accounts	receivable	and	accounts	payable,	as	held	for	sale	within	both our	IAN	and	CMG	operating	segments.	During	2015,	the	amounts	recognized	were	related	to	sales	of	businesses	within	both	our	IAN	and	CMG	operating	segments	and the	classification	of	certain	assets	and	liabilities,	consisting	primarily	of	accounts	receivable	and	accounts	payable,	as	held	for	sale	within	our	IAN	operating	segment.

In	February	2017,	our	Board	of	Directors	(the	"Board")	authorized	a	new	share	repurchase	program	to	repurchase	from	time	to	time	up	to	$300.0,	excluding	fees,	of our	common	stock	(the	"2017	Share	Repurchase	Program"),	which	was	in	addition	to	the	remaining	amount	available	to	be	repurchased	from	the	$300.0	authorization made	by	the	Board	in	February	2016	(the	"2016	Share	Repurchase	Program").

We	may	effect	such	repurchases	through	open	market	purchases,	trading	plans	established	in	accordance	with	U.S.	Securities	and	Exchange	Commission	("SEC") rules,	derivative	 transactions	or	other	means.	We	expect	 to	continue	 to	repurchase	our	common	stock	 in	future	periods,	although	 the	 timing	and	amount	of	 the repurchases	will	depend	on	market	conditions	and	other	funding	requirements.

The	following	table	presents	our	share	repurchase	activity	under	our	share	repurchase	programs.

|  | 2017 | 2016 | 2015 |
| :--- | :--- | :--- | :--- |
| Number\tof\tshares\trepurchased | 13.7 | 13.3 | 13.6 |
| Aggregate\tcost,\tincluding\tfees | $300.1 | $303.3 | $285.2 |
| Average\tprice\tper\tshare,\tincluding\tfees | $21.97 | $22.76 | $20.97 |

We	fully	utilized	the	2016	Share	Repurchase	Program	in	the	third	quarter	of	2017.	As	of	December	31,	2017,	$155.5	remained	available	for	repurchase	under	the 2017	Share	Repurchase	Program.	The	2017	Share	Repurchase	Program	has	no	expiration	date.

# Supplemental	Cash	Flow	Information

|  | 2017 | 2016 | 2015 |
| :--- | :--- | :--- | :--- |
| Cash\tpaid\tfor\tinterest | $82.3 | $78.8 | $74.5 |
| Cash\tpaid\tfor\tincome\ttaxes,\tnet\tof\trefunds\t1 | 228.4 | 244.1 | 231.9 |

# Note	6:		Intangible	Assets

# Goodwill

Goodwill	is	the	excess	purchase	price	remaining	from	an	acquisition	after	an	allocation	of	purchase	price	has	been	made	to	identifiable	assets	acquired	and	liabilities assumed	based	on	estimated	fair	values.	The	changes	in	the	carrying	value	of	goodwill	for	our	segments,	IAN	and	CMG,	for	the	years	ended	December	31,	2017	and 2016	are	listed	below.

|  | IAN | CMG | Total	1 |
| :--- | :--- | :--- | :--- |
| Balance\tas\tof\tDecember\t31,\t2015 | $3,051.4 | $557.1 | $3,608.5 |
| Acquisitions | 32.7 | 89.3 | 122.0 |
| Foreign\tcurrency\tand\tother | (40.3) | (15.8) | (56.1) |
| Balance\tas\tof\tDecember\t31,\t2016 | $3,043.8 | $630.6 | $3,674.4 |
| Acquisitions | 39.6 | 15.5 | 55.1 |
| Foreign\tcurrency\tand\tother | 78.4 | 12.5 | 90.9 |
| Balance\tas\tof\tDecember\t31,\t2017 | $3,161.8 | $658.6 | $3,820.4 |

1 For	all	periods	presented,	no	goodwill	impairment	charge	has	been	recorded.

See	Note	1	for	information	regarding	our	annual	impairment	methodology.

# Other	Intangible	Assets

Other	intangible	assets	are	comprised	of	both	assets	with	indefinite	lives	not	subject	to	amortization	and	assets	with	definite	lives	subject	to	amortization.	Other intangible	assets	primarily	consist	of	customer	lists	and	trade	names,	which	have	definitive	lives	and	are	subject	to	amortization	on	a	straight-line	basis	with	estimated useful	lives	generally	between	7	and	15	years.	Amortization	expense	for	other	intangible	assets	for	the	years	ended	December	31,	2017,	2016	and	2015	was	$21.2,	$21.9 and	$26.1,	respectively.	There	were	no	material	impairment	charges	on	other	intangibles	for	the	years	ended	December	31,	2017,	2016	and	2015.	During	2017	and	2016, we	recorded	approximately	$7.0	and	$29.0	of	intangible	assets	related	to	our	acquisitions	in	the	respective	year.

The	following	table	provides	a	summary	of	other	intangible	assets,	which	are	included	in	other	assets	on	our	Consolidated	Balance	Sheets.

|  |  | 2017 |  |  | 2016 |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  | Gross\tAmount | Accumulated\nAmortization | Net\tAmount | Gross\tAmount | Accumulated\nAmortization | Net\tAmount |
| Customer\tlists | $267.3 | $(172.2) | $95.1 | $252.4 | $(151.4) | $101.0 |
| Trade\tnames | 68.8 | (33.8) | 35.0 | 65.5 | (28.9) | 36.6 |
| Other | 14.4 | (3.8) | 10.6 | 14.3 | (3.8) | 10.5 |
| Total | $350.5 | $(209.8) | $140.7 | $332.2 | $(184.1) | $148.1 |

The	estimated	annual	amortization	expense	for	other	intangible	assets	for	the	next	five	years	as	of	December	31,	2017	is	listed	below.

|  | 2018 | 2019 | 2020 | 2021 | 2022 |
| :--- | :--- | :--- | :--- | :--- | :--- |
| Estimated\tamortization\texpense | $23.3 | $22.1 | $20.4 | $19.3 | $16.4 |

# Note	7:		Income	Taxes

Public	Law	115-97,	commonly	referred	to	as	the	Tax	Cuts	and	Jobs	Act	(the	"Tax	Act"),	was	enacted	on	December	22,	2017.	The	Tax	Act	legislated	many	new	tax provisions	which	have	impacted	our	operations,	including	the	reduction	of	the	U.S.	federal	income	tax	rate	from	35.0%	to	21.0%,	effective	in	2018,	a	current	tax	on	the deemed	repatriation	of	unremitted	foreign	earnings	and	a	U.S	tax	exemption	for	future	distributions	of	certain	foreign	earnings.

U.S.	GAAP	requires	the	income	tax	accounting	effect	of	a	change	in	tax	law,	including	the	effects	on	current	and	deferred	income	taxes,	to	be	reflected	in	the	period in	which	such	law	is	enacted.	The	SEC	issued	Staff	Accounting	Bulletin	No.	118	("SAB	118")	on	December	22,	2017,	which	acknowledges	that	the	information necessary	to	determine	such	income	tax	effects	may	not	be	sufficiently	available,	prepared	or	analyzed	in	reasonable	detail	to	complete	the	accounting	under	U.S. GAAP.	SAB	118	allows	for	the	reporting	of	provisional	amounts	for	those	specific	tax	effects	for	which	a	reasonable	estimate	can	be	made,	and	for	no	amounts	to	be recorded	where	a	reasonable	estimate	cannot	be	made.	Any	subsequent	adjustments	to	reported	amounts	will	be	made	over	the	measurement	period,	which	begins	in	the reporting	period	that	includes	the	Tax	Act's	enactment	date	and	ends	when	an	entity	has	obtained,	prepared	and	analyzed	the	information	that	is	needed	in	order	to complete	the	accounting	requirements	under	U.S.	GAAP,	not	to	exceed	one	year	from	the	enactment	date.

The	Tax	Act	also	imposes	a	tax	on	certain	unremitted	foreign	earnings	at	various	tax	rates.	We	have	reasonably	estimated	the	tax	effect	of	this	deemed	repatriation of	unremitted	foreign	earnings	and	have	recorded	tax	expense	of	$62.3	as	a	provisional	amount	due	to	the	fact	that	necessary	information	could	not	be	attained,	prepared or	analyzed	on	a	timely	basis	to	be	able	to	complete	the	calculations.	The	complexity	of	the	rules	and	the	comprehensive	data	requirements	will	likely	result	in	some adjustment	to	the	provisional	amount.	The	Company	expects	to	pay	this	amount	over	the	next	eight	years,	as	allowed	by	the	Tax	Act.

Additionally,	the	Tax	Act	imposes	a	new	tax	on	certain	foreign	earnings	generated	in	2018	and	forward.	We	are	continuing	to	evaluate	these	global	intangible	low- taxed	income	("GILTI")	tax	rules,	which	are	extremely	complex.	U.S.	GAAP	allows	us	to	choose	between	an	accounting	policy	which	treats	the	U.S.	tax	under	GILTI provisions	as	either	a	current	expense,	as	incurred,	or	as	a	component	of	the	Company's	measurement	of	deferred	taxes.	We	are	not	able	to	reasonably	estimate	the	effect of	the	GILTI

rules	due	to	the	significant	complexity	of	the	rules	and	the	fact	that	the	information	necessary	could	not	be	attained,	prepared	or	analyzed	on	a	timely	basis.	Therefore, we	have	not	made	any	adjustment	related	to	the	potential	GILTI	tax	and	have	not	made	a	policy	decision	regarding	whether	to	record	deferred	taxes	thereon.

The	components	of	income	before	income	taxes	are	listed	below.

|  | 2017 | 2016 | 2015 |
| :--- | :--- | :--- | :--- |
| Domestic | $528.2 | $504.7 | $461.0 |
| Foreign | 347.8 | 325.5 | 301.2 |
| Total | $876.0 | $830.2 | $762.2 |

The	provision	for	income	taxes	is	listed	below.

|  | 2017 | Years	ended	December	31,<br>2016 | 2015 |
| :--- | :--- | :--- | :--- |
| U.S.\tfederal\tincome\ttaxes\t(including\tforeign\twithholding\ttaxes): |  |  |  |
| Current | $154.1 | $54.3 | $117.8 |
| Deferred | (32.2) | 36.6 | 46.9 |
|  | 121.9 | 90.9 | 164.7 |
| State\tand\tlocal\tincome\ttaxes: |  |  |  |
| Current | 18.8 | 8.2 | 15.1 |
| Deferred | 20.4 | (1.5) | 13.0 |
|  | 39.2 | 6.7 | 28.1 |
| Foreign\tincome\ttaxes: |  |  |  |
| Current | 107.9 | 89.8 | 100.4 |
| Deferred | 12.9 | 10.6 | (10.4) |
|  | 120.8 | 100.4 | 90.0 |
| Total | $281.9 | $198.0 | $282.8 |

A	reconciliation	of	the	effective	income	tax	rate	as	reflected	in	our	Consolidated	Statements	of	Operations	to	the	U.S.	federal	statutory	income	tax	rate	is	listed below.

|  | 2017 | 2016 | 2015 |
| :--- | :--- | :--- | :--- |
| U.S.\tfederal\tstatutory\tincome\ttax\trate | 35.0% | 35.0% | 35.0% |
| Income\ttax\tprovision\tat\tU.S.\tfederal\tstatutory\trate | $306.6 | $290.6 | $266.8 |
|  | 23.5 | 4.3 | 18.3 |
| Impact\tof\tforeign\toperations,\tincluding\twithholding\ttaxes | (6.7) | (23.9) | 14.7 |
| Change\tin\tnet\tvaluation\tallowance\t1 | 1.4 | (13.4) | (20.6) |
| Divestitures | 1.1 | 9.7 | 11.9 |
| U.S.\tfederal\ttax\tcredits | (1.7) | (44.6) | 0.0 |
| Stock\tcompensation | (15.3) | (9.0) | 0.0 |
| Increase/(decrease)\tin\tunrecognized\ttax\tbenefits | 7.0 | (22.2) | (6.5) |
| Net\timpact\tof\tthe\tTax\tAct | (36.0) | 0.0 | 0.0 |
| Statutory\ttax\trate\tchanges | 0.0 | 11.4 | 1.4 |
| Other | 2.0 | (4.9) | (3.2) |
| Provision\tfor\tincome\ttaxes | $281.9 | $198.0 | $282.8 |
| Effective\tincome\ttax\trate\ton\toperations | 32.2% | 23.8% | 37.1% |

1 Reflects	changes	in	valuation	allowances	that	impacted	the	effective	income	tax	rate	for	each	year	presented.

In	2017,	our	effective	income	tax	rate	of	32.2%	was	positively	impacted	by	a	net	benefit	of	$36.0	as	a	result	of	the	Tax	Act,	the	primary	impacts	of	which	are discussed	above,	and	excess	tax	benefits	on	employee	share-based	payments,	partially	offset	by	losses	in	certain	foreign	jurisdictions	where	we	receive	no	tax	benefit due	to	100%	valuation	allowances.

The	components	of	deferred	tax	assets	and	liabilities	are	listed	below.

|  | December	31, | December	31, |
| :--- | :--- | :--- |
|  | 2017 | 2016 |
| Postretirement/post-employment\tbenefits | $19.5 | $23.1 |
| Deferred\tcompensation | 91.7 | 192.4 |
| Pension\tcosts | 27.6 | 36.6 |
| Basis\tdifferences\tin\tfixed\tassets | (52.0) | (80.2) |
| Rent | 27.5 | 41.7 |
| Interest | 45.8 | 58.9 |
| Accruals\tand\treserves | 18.4 | 17.2 |
| Allowance\tfor\tdoubtful\taccounts | 10.2 | 13.3 |
| Basis\tdifferences\tin\tintangible\tassets | (281.3) | (405.0) |
| Investments\tin\tequity\tsecurities | (3.3) | (6.3) |
| Tax\tloss/tax\tcredit\tcarry\tforwards | 357.9 | 354.6 |
| Prepaid\texpenses | (1.7) | (2.9) |
| Deferred\trevenue | (38.2) | (32.0) |
| Other | 44.7 | 44.3 |
| Total\tdeferred\ttax\tassets,\tnet | 266.8 | 255.7 |
| Valuation\tallowance | (243.3) | (255.6) |
| Net\tdeferred\ttax\tassets | $23.5 | $0.1 |

As	a	result	of	the	Tax	Act,	we	have	re-measured	our	deferred	tax	assets	and	liabilities	to	reflect	the	tax	effect	of	the	reversal	of	such	balances	in	future	periods during	which	the	U.S.	federal	income	tax	rate	will	be	21.0%,	resulting	in	a	provisional	net	benefit	to	our	deferred	income	taxes	of	$104.7.	However,	the	Tax	Act's various	changes	to	the	treatment	of	fixed	assets	and	deferred	compensation	are	sufficiently	complex	to	conclude	that	an	adjustment	may	be	necessary.

We	evaluate	the	realizability	of	our	deferred	tax	assets	on	a	quarterly	basis.	The	realization	of	our	deferred	tax	assets	is	primarily	dependent	on	future	earnings.	The amount	of	the	deferred	tax	assets	considered	realizable	could	be	reduced	or	increased	in	the	near	future	if	estimates	of	future	taxable	income	are	lower	or	greater	than anticipated.	A	valuation	allowance	is	established	when	it	is	"more	likely	than	not"	that	all	or	a	portion	of	deferred	tax	assets	will	not	be	realized.	In	circumstances	where there	is	negative	evidence,	establishment	of	a	valuation	allowance	is	considered.	The	factors	used	in	assessing	valuation	allowances	include	all	available	evidence,	such as	past	operating	results,	estimates	of	future	taxable	income	and	the	feasibility	of	tax	planning	strategies.	We	believe	that	cumulative	losses	in	the	most	recent	three-year period	represent	significant	negative	evidence,	and	as	a	result,	we	determined	that	certain	of	our	deferred	tax	assets	required	the	establishment	of	a	valuation	allowance. The	deferred	tax	assets	for	which	an	allowance	was	recognized	relate	primarily	to	state	and	foreign	tax	loss	carryforwards.

The	change	in	the	valuation	allowance	is	listed	below.

|  |  | Years	ended	December	31, |  |
| :--- | :--- | :--- | :--- |
|  | 2017 | 2016 | 2015 |
| Balance\tat\tbeginning\tof\tperiod | $255.6 | $275.1 | $332.2 |
| Reversed\tto\tcosts\tand\texpenses | (4.6) | (15.4) | (20.8) |
| (Reversed)\tcharged\tto\tgross\ttax\tassets\tand\tother\taccounts\t1 | (27.0) | 9.5 | (9.2) |
| Foreign\tcurrency\ttranslation | 19.3 | (13.6) | (27.1) |
| Balance\tat\tend\tof\tperiod | $243.3 | $255.6 | $275.1 |

1 Primarily	represents	changes	to	the	valuation	allowance	related	to	the	change	of	a	corresponding	deferred	tax	asset.

In	2017,	2016,	and	2015,	amounts	reversed	to	costs	and	expenses	primarily	related	to	decreases	in	valuation	allowances	in	Continental	Europe	for	existing	deferred tax	assets.

As	of	December	31,	2017,	there	were	$1,186.8	of	loss	carryforwards.	These	loss	carryforwards	were	all	non-U.S.	tax	loss	carryforwards,	of	which	$656.6	have unlimited	carryforward	periods	and	$530.2	have	expiration	periods	from	2018	to	2037.	As	of	December	31,	2017,	the	Company	also	had	$45.0	in	deferred	tax	assets	for state	net	operating	loss	carryforwards	and	tax	credit	carryforwards,	which	will	expire	between	2018	and	2037.

As	of	December	31,	2017	and	2016,	we	had	$2,774.8	and	$2,622.4,	respectively,	of	undistributed	earnings	attributable	to	foreign	subsidiaries.	The	Company	has historically	asserted	that	its	unremitted	foreign	earnings	are	permanently	reinvested,	and	therefore,	has	not	recorded	deferred	taxes	on	such	amounts.	The	Tax	Act provides	a	U.S.	tax	exemption	for	dividends	of	certain	foreign	earnings.	The	Tax	Act	may	provide	additional	flexibility	in	the	Company's	tax-efficient	access	to	global cash,	but	is	expected	to	have	limited	impact	to	net	domestic	liquidity.	The	Company	is	still	evaluating	whether	to	continue	its	indefinite	reinvestment	assertion,	in	light of	the	Tax	Act.	Any	change	to	the	assertion	will	be	accounted	for	as	part	of	the	change	in	tax	law,	as	permitted	by	SAB	118.

The	table	below	summarizes	the	activity	related	to	our	unrecognized	tax	benefits.

|  | 2017 | 2016 | 2015 |
| :--- | :--- | :--- | :--- |
| Balance\tat\tbeginning\tof\tperiod | $246.7 | $226.9 | $238.0 |
| Increases\tas\ta\tresult\tof\ttax\tpositions\ttaken\tduring\ta\tprior\tyear | 6.3 | 65.0 | 5.2 |
| Decreases\tas\ta\tresult\tof\ttax\tpositions\ttaken\tduring\ta\tprior\tyear | (8.1) | (47.5) | (19.7) |
| Settlements\twith\ttaxing\tauthorities | (0.8) | (4.6) | (4.1) |
| Lapse\tof\tstatutes\tof\tlimitation | (3.3) | (11.8) | (3.8) |
| Increases\tas\ta\tresult\tof\ttax\tpositions\ttaken\tduring\tthe\tcurrent\tyear | 31.1 | 18.7 | 11.3 |
| Balance\tat\tend\tof\tperiod | $271.9 | $246.7 | $226.9 |

Included	in	the	total	amount	of	unrecognized	tax	benefits	of	$271.9	as	of	December	31,	2017,	is	$249.2	of	tax	benefits	that,	if	recognized,	would	impact	the	effective income	tax	rate.	The	total	amount	of	accrued	interest	and	penalties	as	of	December	31,	2017	and	2016	is	$27.9	and	$20.9,	respectively,	of	which	a	detriment	of	$7.0	and $0.7	is	included	in	our	2017	and	2016	Consolidated	Statements	of	Operations,	respectively.	In	accordance	with	our	accounting	policy,	interest	and	penalties	accrued	on unrecognized	tax	benefits	are	classified	as	income	taxes	in	our	Consolidated	Statements	of	Operations.

We	have	various	tax	years	under	examination	by	tax	authorities	in	the	U.S.,	in	various	countries,	and	in	various	states,	such	as	New	York,	in	which	we	have significant	business	operations.	It	is	not	yet	known	whether	these	examinations	will,	in	the	aggregate,	result	in	our	paying	additional	taxes.	We	believe	our	tax	reserves are	adequate	in	relation	to	the	potential	for	additional	assessments	in	each	of	the	jurisdictions	in	which	we	are	subject	to	taxation.	We	regularly	assess	the	likelihood	of additional	tax	assessments	in	those	jurisdictions	and,	if	necessary,	adjust	our	reserves	as	additional	information	or	events	require.

With	 respect	 to	 all	 tax	 years	 open	 to	 examination	 by	 U.S.	 federal,	 various	 state	 and	 local,	 and	 non-U.S.	 tax	 authorities,	 we	 currently	 anticipate	 that	 total unrecognized	tax	benefits	will	decrease	by	an	amount	between	$28.0	and	$38.0	in	the	next	twelve	months,	a	portion	of	which	will	affect	our	effective	income	tax	rate, primarily	as	a	result	of	the	settlement	of	tax	examinations	and	the	lapsing	of	statutes	of	limitations.	This	net	decrease	is	related	to	various	items	of	income	and	expense, primarily	transfer	pricing	adjustments.

We	are	effectively	settled	with	respect	to	U.S.	federal	income	tax	audits	through	2012,	with	the	exception	of	2009.	With	limited	exceptions,	we	are	no	longer	subject to	state	and	local	income	tax	audits	for	years	prior	to	2007	or	non-U.S.	income	tax	audits	for	years	prior	to	2006.

# Note	8:		Accumulated	Other	Comprehensive	Loss,	Net	of	Tax

The	following	table	presents	the	changes	in	accumulated	other	comprehensive	loss,	net	of	tax,	by	component.

|  | Foreign	Currency<br>Translation	Adjustments | Available-for-Sale<br>Securities | Derivative	Instruments | Defined	Benefit	Pension<br>and	Other	Postretirement<br>Plans | Total |
| :--- | :--- | :--- | :--- | :--- | :--- |
| Balance\tas\tof\tDecember\t31,\t2015 | $(665.6) | $1.3 | $(9.6) | $(171.7) | $(845.6) |
| Other\tcomprehensive\t(loss)\tincome\tbefore\nreclassifications | (54.8) | 0.5 | 0.0 | (70.7) | (125.0) |
| Amount\treclassified\tfrom\taccumulated\tother\ncomprehensive\tloss,\tnet\tof\ttax | 3.7 | (1.2) | 1.2 | 4.4 | 8.1 |
| Balance\tas\tof\tDecember\t31,\t2016 | $(716.7) | $0.6 | $(8.4) | $(238.0) | $(962.5) |
| Other\tcomprehensive\tincome\t(loss)\tbefore\nreclassifications | 130.7 | 0.0 | 0.0 | (9.7) | 121.0 |
| Amount\treclassified\tfrom\taccumulated\tother\ncomprehensive\tloss,\tnet\tof\ttax | 1.1 | (0.6) | 1.6 | 12.0 | 14.1 |
| Balance\tas\tof\tDecember\t31,\t2017 | $(584.9) | $0.0 | $(6.8) | $(235.7) | $(827.4) |

Amounts	reclassified	from	accumulated	other	comprehensive	loss,	net	of	tax,	for	the	years	ended	December	31,	2017,	2016	and	2015	are	as	follows:

|  | 2017 | 2016 | 2015 | Operations |
| :--- | :--- | :--- | :--- | :--- |
| Foreign\tcurrency\ttranslation\tadjustments\t1 | $1.1 | $3.7 | $23.3 | Other\texpense,\tnet |
| Gains\ton\tavailable-for-sale\tsecurities | (0.7) | (1.3) | 0.0 | Other\texpense,\tnet |
| Losses\ton\tderivative\tinstruments | 2.1 | 2.0 | 2.0 | Interest\texpense |
| Amortization\tof\tdefined\tbenefit\tpension\tand\tpostretirement\tplans\titems | 13.7 | 5.8 | 10.4 | Other\texpense,\tnet |
| Tax\teffect | (2.1) | (2.1) | (4.2) | Provision\tfor\tincome\ttaxes |
| Total\tamount\treclassified\tfrom\taccumulated\tother\tcomprehensive\tloss,\nnet\tof\ttax | $14.1 | $8.1 | $31.5 |  |

1 These	foreign	currency	translation	adjustments	are	primarily	a	result	of	the	sales	of	businesses.

# Note	9:		Incentive	Compensation	Plans

# 2014	Performance	Incentive	Plan

We	issue	stock-based	compensation	and	cash	awards	to	our	employees	under	a	plan	established	by	the	Compensation	and	Leadership	Talent	Committee	of	the Board	of	Directors	(the	"Compensation	Committee")	and	approved	by	our	shareholders.	In	May	2014,	our	shareholders	approved	the	2014	Performance	Incentive	Plan (the	"2014	PIP"),	replacing	previous	incentive	plans.	The	number	of	shares	of	common	stock	initially	available	for	grants	of	all	equity	awards	under	the	2014	PIP	is 28.8.	Pursuant	to	the	terms	of	the	2014	PIP,	the	number	of	shares	that	may	be	awarded	to	any	one	participant	for	each	type	of	award	is	limited	to	2.0.	The	vesting	period of	awards	granted	is	generally	commensurate	with	the	requisite	service	period.	We	generally	issue	new	shares	to	satisfy	the	exercise	of	stock	options	or	the	distribution of	other	stock-based	awards.

Additionally,	under	the	2014	PIP,	we	have	the	ability	to	issue	performance	cash	awards.	Performance	cash	awards	are	granted	to	certain	employees	who	otherwise would	have	been	eligible	to	receive	performance-based	stock	awards.	These	awards	have	a	service	period	vesting	condition	and	a	performance	vesting	condition.	The amount	of	the	performance	cash	award	received	by	an	employee	with	a	performance	vesting	condition	can	range	from	0%	to	300%	of	the	target	amount	of	the	original grant	value,	except	for	Executive	Officers	of	IPG,	with	a	range	of	0%	to	200%.	Performance	cash	awards	generally	vest	in	three	years.	The	Compensation	Committee may	grant	performance	cash	awards	to	any	eligible	employee;	however,	no	employee	can	receive	more	than	$10.0	during	a	performance	period.

The	amounts	of	stock-based	compensation	expense	as	reflected	in	salaries	and	related	expenses	in	our	Consolidated	Statements	of	Operations,	and	the	related	tax benefit,	are	listed	below.

|  |  | Years	ended	December	31, |  |
| :--- | :--- | :--- | :--- |
|  | 2017 | 2016 | 2015 |
| Stock\toptions | $0.0 | $0.2 | $1.0 |
| Stock-settled\tawards | 20.5 | 16.0 | 11.6 |
| Cash-settled\tawards | 1.0 | 0.9 | 0.7 |
| Performance-based\tawards | 61.5 | 69.4 | 57.7 |
| Employee\tstock\tpurchase\tplan | 1.0 | 0.7 | 0.7 |
| Other\t1 | 0.5 | 0.8 | 0.9 |
| Stock-based\tcompensation\texpense | $84.5 | $88.0 | $72.6 |
| Tax\tbenefit | $30.4 | $32.1 | $26.3 |

1 Represents	charges	recorded	for	severance	expense	related	to	stock-based	compensation	awards.

# Stock	Options

Stock	options	are	granted	with	the	exercise	price	equal	to	the	fair	market	value	of	our	common	stock	on	the	grant	date.	We	use	the	Black-Scholes	option-pricing model	to	estimate	the	fair	value	of	options	granted,	which	requires	the	input	of	subjective	assumptions	including	the	option's	expected	term	and	the	price	volatility	of	the underlying	stock.	They	are	generally	first	exercisable	between	two	and	four	years	from	the	grant	date	and	expire	ten	years	from	the	grant	date	(or	earlier	in	the	case	of certain	terminations	of	employment).	There	were	no	stock	options	granted	during	the	years	ended	December	31,	2017,	2016	and	2015.	As	of	December	31,	2017,	all stock	options	granted	were	fully	vested	and	exercisable.

The	following	table	summarizes	our	stock	option	activity	during	2017.

|  | Options | Weighted-<br>Average<br>Exercise	Price<br>(per	option) | Weighted-<br>Average<br>Remaining<br>Contractual	Term<br>(in	years) | Aggregate<br>Intrinsic<br>Value |
| :--- | :--- | :--- | :--- | :--- |
| Stock\toptions\toutstanding\tas\tof\tJanuary\t1,\t2017 | 4.8 | $9.83 |  |  |
| Exercised | (1.1) | 11.15 |  |  |
| Stock\toptions\toutstanding\tas\tof\tDecember\t31,\t2017 | 3.7 | $9.44 | 2.6 | $39.2 |

We	grant	other	stock-based	compensation	awards	such	as	stock-settled	awards,	cash-settled	awards	and	performance-based	awards	(settled	in	cash	or	shares)	to certain	key	employees.	The	number	of	shares	or	units	received	by	an	employee	for	performance-based	awards	depends	on	Company	performance	against	specific performance	targets	and	could	range	from	0%	to	300%	of	the	target	amount	of	shares	originally	granted,	except	for	Executive	Officers	of	IPG,	with	a	range	of	0%	to 200%.	Incentive	awards	are	subject	to	certain	restrictions	and	vesting	requirements	as	determined	by	the	Compensation	Committee.	The	fair	value	of	the	shares	on	the grant	date	is	amortized	over	the	vesting	period,	which	is	generally	three	years.	Upon	completion	of	the	vesting	period	for	cash-settled	awards,	the	grantee	is	entitled	to receive	a	payment	in	cash	based	on	the	fair	market	value	of	the	corresponding	number	of	shares	of	common	stock.	No	monetary	consideration	is	paid	by	a	recipient	for any	 incentive	award.	The	fair	value	of	cash-settled	awards	 is	adjusted	each	quarter	based	on	our	share	price.	The	holders	of	stock-settled	awards	have	absolute ownership	interest	in	the	underlying	shares	of	common	stock	prior	to	vesting,	which	includes	the	right	to	vote	and	receive	dividends.	Dividends	declared	on	common stock	are	accrued	during	the	vesting	period	and	paid	when	the	award	vests.	The	holders	of	performance-based	awards	have	no	ownership	interest	in	the	underlying	shares of	common	stock	until	the	awards	vest	and	the	shares	of	common	stock	are	issued.

Stock-based	compensation	awards	expected	to	be	settled	in	cash	have	been	classified	as	liabilities	in	our	Consolidated	Balance	Sheets	as	of	December	31,	2017	and 2016.

|  | 2017 | Years	ended	December	31,<br>2016 | 2015 |
| :--- | :--- | :--- | :--- |
| Stock-Settled\tAwards: |  |  |  |
| Awards\tgranted | 0.8 | 1.1 | 0.8 |
| Weighted-average\tgrant-date\tfair\tvalue\t(per\taward) | $24.18 | $21.87 | $22.07 |
| Total\tfair\tvalue\tof\tvested\tawards\tdistributed | $22.6 | $17.5 | $18.8 |
| Cash-Settled\tAwards: |  |  |  |
| Awards\tgranted | 0.0 | 0.1 | 0.1 |
| Weighted-average\tgrant-date\tfair\tvalue\t(per\taward) | $23.33 | $22.54 | $20.46 |
| Total\tfair\tvalue\tof\tvested\tawards\tdistributed | $0.9 | $0.7 | $0.2 |
| Performance-Based\tAwards: |  |  |  |
| Awards\tgranted | 4.8 | 3.3 | 2.9 |
| Weighted-average\tgrant-date\tfair\tvalue\t(per\taward) | $20.06 | $19.58 | $20.88 |
| Total\tfair\tvalue\tof\tvested\tawards\tdistributed | $112.4 | $27.9 | $18.7 |

In	conjunction	with	common	stock	dividends	declared	in	2017	and	2016,	we	accrued	dividends	of	$1.5	and	$1.3,	respectively,	on	non-vested	stock-settled	awards and	paid	dividends	of	$1.2	and	$0.6	for	stock-settled	awards	that	vested	during	2017	and	2016,	respectively.

A	 summary	 of	 the	 activity	 of	 our	 non-vested	 stock-settled	 awards, cash-settled awards and performance-based awards during	2017 is presented below (performance-based	awards	are	shown	at	100%	of	the	shares	originally	granted).

|  | Stock-Settled	Awards | Stock-Settled	Awards | Cash-Settled	Awards | Cash-Settled	Awards | Performance-Based	Awards | Performance-Based	Awards |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  | Weighted- | Weighted- | Weighted- | Weighted- |  | Weighted- |
|  | Average | Average | Average | Average |  | Average |
|  | Grant-Date | Grant-Date | Grant-Date | Grant-Date |  | Grant-Date |
|  | Fair\tValue | Fair\tValue | Fair\tValue | Fair\tValue |  | Fair\tValue |
|  | Awards | (per\taward) | Awards | (per\taward) | Awards | (per\taward) |
| Non-vested\tas\tof\tJanuary\t1,\t2017 | 2.3 | $20.84 | 0.1 | $20.49 | 8.5 | $19.16 |
| Granted | 0.8 | 24.18 | 0.0 | 23.33 | 4.8 | 20.06 |
| Vested | (1.0) | 19.49 | 0.0 | 19.27 | (4.6) | 16.64 |
| Forfeited | 0.0 | 21.86 | 0.0 | 20.50 | (0.4) | 20.00 |
| Non-vested\tas\tof\tDecember\t31,\t2017 | 2.1 | $22.78 | 0.1 | $22.52 | 8.3 | $21.05 |
| Total\tunrecognized\tcompensation\texpense\tremaining | $24.1 |  | $1.0 |  | $71.9 |  |
| Weighted-average\tyears\texpected\tto\tbe\trecognized\tover | 1.0 |  | 1.0 |  | 1.7 |  |

In	 conjunction	 with	 our	 annual	 grant	 of long-term incentive	 compensation	 awards,	 we	 reviewed	 our	 estimates	 and	 assumptions in	2017,	which	resulted in	a forfeiture	rate	consistent	with	prior	years.

# 2009	Restricted	Cash	Plan

In	March	2009,	the	Compensation	Committee	approved	the	Interpublic	Restricted	Cash	Plan	(the	"Cash	Plan").	Under	the	Cash	Plan,	the	Board,	the	Compensation Committee	or	the	Plan	Administrator	may	grant	cash	awards	to	certain	employees	eligible	to	receive	stock-settled	and	cash-settled	awards.	Cash	awards,	when	granted, have	a	service-period	vesting	condition	and	generally	vest	in	three	years.

# Cash	Awards

During	the	years	ended	December	31,	2017,	2016	and	2015,	the	Compensation	Committee	granted	cash	awards	under	the	Cash	Plan	with	a	total	target	value	of	$2.8, $5.2	and	$1.3,	respectively.	For	those	same	years,	we	recognized	$2.5,	$3.1	and	$3.0,	respectively,	in	salaries	and	related	expenses	in	our	Consolidated	Statements	of Operations.

During	the	years	ended	December	31,	2017,	2016	and	2015,	the	Compensation	Committee	granted	performance	awards	to	be	settled	in	cash	under	the	2014	PIP	with a	total	target	value	of	$38.4,	$37.4,	and	$31.8,	respectively.	For	those	same	years,	we	recognized	$35.3,	$39.8	and	$35.8,	respectively,	in	salaries	and	related	expenses	in our	Consolidated	Statements	of	Operations.

We	amortize	the	present	value	of	the	amount	expected	to	vest	for	cash	awards	and	performance	cash	awards	over	the	vesting	period	using	the	straight-line	method, less	an	assumed	forfeiture	rate.	Cash	awards	do	not	fall	within	the	scope	of	the	authoritative	guidance	for	stock	compensation	as	they	are	not	paid	in	equity	and	the	value of	the	award	is	not	correlated	with	our	stock	price.	Due	to	the	cash	nature	of	the	payouts	and	the	vesting	period,	we	account	for	these	awards	in	accordance	with authoritative	guidance	for	deferred	compensation	arrangements.

# Employee	Stock	Purchase	Plans

In	May	2016,	our	shareholders	approved	The	Interpublic	Group	of	Companies	Employee	Stock	Purchase	Plan	(2016)	(the	"ESPP"),	replacing	the	prior	employee stock	purchase	plan	under	which,	prior	to	its	expiration	on	December	31,	2015,	3.0	shares	were	issued.	Under	the	ESPP,	eligible	employees	may	purchase	our	common stock	 through	 payroll	 deductions	 not	 exceeding	10%	 of	 their	 eligible	 compensation	 or	900	(actual	number)	shares	each	offering	period,	consistent	with	the	prior employee	stock	purchase	plan.	The	price	an	employee	pays	for	a	share	of	common	stock	under	the	ESPP	is	90%	of	the	lesser	of	the	average	market	price	of	a	share	on the	first	business	day	of	the	offering	period	or	the	average	market	price	of	a	share	on	the	last	business	day	of	the	offering	period	of	three	months.	An	aggregate	of 10.0	shares	are	reserved	for	issuance	under	the	ESPP,	of	which	0.5	shares	have	been	issued	through	December	31,	2017.

# Note	10:		Fair	Value	Measurements

Authoritative	guidance	for	fair	value	measurements	establishes	a	fair	value	hierarchy	which	requires	us	to	maximize	the	use	of	observable	inputs	and	minimize	the use	of	unobservable	inputs	when	measuring	fair	value.	There	are	three	levels	of	inputs	that	may	be	used	to	measure	fair	value:

Level	1 Unadjusted	quoted	prices	in	active	markets	for	identical	assets	or	liabilities.	An	active	market	for	the	asset	or	liability	is	a	market	in	which	transactions for	the	asset	or	liability	occur	with	sufficient	frequency	and	volume	to	provide	pricing	information	on	an	ongoing	basis.

Level	2 Observable	inputs	other	than	Level	1	prices,	such	as	quoted	prices	for	similar	assets	or	liabilities;	quoted	prices	in	markets	that	are	not	active;	or	other inputs	that	are	observable	or	can	be	corroborated	by	observable	market	data	for	substantially	the	full	term	of	the	assets	or	liabilities.

Level	3 		 Unobservable	inputs	that	are	supported	by	little	or	no	market	activity	and	that	are	significant	to	the	fair	value	of	the	assets	or	liabilities.

# Financial	Instruments	that	are	Measured	at	Fair	Value	on	a	Recurring	Basis

We	primarily	apply	the	market	approach	to	determine	the	fair	value	of	financial	instruments	that	are	measured	at	fair	value	on	a	recurring	basis.	There	were	no changes	to	our	valuation	techniques	used	to	determine	the	fair	value	of	financial	instruments	during	2017	as	compared	to	the	prior	year.

The	following	tables	present	information	about	our	financial	instruments	measured	at	fair	value	on	a	recurring	basis	as	of	December	31,	2017 and	2016,	 and indicates	the	fair	value	hierarchy	of	the	valuation	techniques	utilized	to	determine	such	fair	value.

|  | Level	1 | December	31,	2017<br>Level	2 | Level	3 | Total |
| :--- | :--- | :--- | :--- | :--- |
| Assets |  |  |  |  |
| Cash\tequivalents | $201.6 | $0.0 | $0.0 | $201.6 |
| Liabilities |  |  |  |  |
| Contingent\tacquisition\tobligations\t1 | $0.0 | $0.0 | $147.0 | $147.0 |

|  | Level	1 | December	31,	2016<br>Level	2 | Level	3 | Total |
| :--- | :--- | :--- | :--- | :--- |
| Assets |  |  |  |  |
| Cash\tequivalents | $440.8 | $0.0 | $0.0 | $440.8 |
| Liabilities |  |  |  |  |
| Contingent\tacquisition\tobligations\t1 | $0.0 | $0.0 | $205.4 | $205.4 |

1 Contingent	acquisition	obligations	includes	deferred	acquisition	payments	and	unconditional	obligations	to	purchase	additional	noncontrolling	equity	shares	of	consolidated	subsidiaries.	Fair value	measurement	of	the	obligations	is	based	upon	actual	and	projected	operating	performance	targets	as	specified	in	the	related	agreements.	The	decrease	in	this	balance	of	$58.4	from December	31,	2016	 to	December	31,	2017	is	primarily	due	to	payments	of	$105.3,	partially	offset	by	acquisitions	and	exercised	put	options	of	$40.8.	The	amounts	payable	within	the	next twelve	months	are	classified	in	accrued	liabilities;	any	amounts	payable	thereafter	are	classified	in	other	non-current	liabilities.

# Financial	Instruments	that	are	not	Measured	at	Fair	Value	on	a	Recurring	Basis

The	following	table	presents	information	about	our	financial	instruments	that	are	not	measured	at	fair	value	on	a	recurring	basis	as	of	December	31,	2017,	and indicates	the	fair	value	hierarchy	of	the	valuation	techniques	utilized	to	determine	such	fair	value.

|  |  | December	31,	2017 | December	31,	2017 |  |
| :--- | :--- | :--- | :--- | :--- |
|  | Level\t1 | Level\t2 | Level\t3 | Total |
| Total\tlong-term\tdebt | $0.0 | $1,296.4 | $46.2 | $1,342.6 |

Our	long-term	debt	is	comprised	of	senior	notes	and	other	notes	payable.	The	fair	value	of	our	senior	notes,	which	are	traded	over-the-counter,	is	based	on	quoted prices	in	markets	that	are	not	active.	Therefore,	these	senior	notes	are	classified	as	Level	2	within	the	fair	value	hierarchy.	Our	other	notes	payable	are	not	actively traded,	and	their	fair	value	is	not	solely	derived	from	readily	observable	inputs.	The	fair	value	of	our	other	notes	payable	is	determined	based	on	a	discounted	cash	flow model	and	other	proprietary	valuation	methods,	and	therefore	is	classified	as	Level	3	within	the	fair	value	hierarchy.	See	Note	2	for	further	information	on	our	long-term debt.

# Non-financial	Instruments	that	are	Measured	at	Fair	Value	on	a	Nonrecurring	Basis

Certain	 non-financial	 instruments	 are	 measured	 at	 fair	 value	 on	 a	 nonrecurring	 basis,	 primarily	 goodwill,	 intangible	 assets,	 and	 property	 and	 equipment. Accordingly,	these	assets	are	not	measured	and	adjusted	to	fair	value	on	an	ongoing	basis	but	are	subject	to	periodic	evaluations	for	potential	impairment.

# Note	11:		Employee	Benefits

We	have	a	defined	benefit	pension	plan	covering	certain	U.S.	employees	(the	"Domestic	Pension	Plan")	that	consists	of	approximately	3,500	participants	and	is closed	to	new	participants.	We	also	have	numerous	funded	and	unfunded	plans	outside	the	U.S.	The	Interpublic	Limited	Pension	Plan	in	the	U.K.	(the	"U.K.	Pension Plan")	is	a	defined	benefit	plan	and	is	our	most	material	foreign	pension	plan	in	terms	of	the	benefit	obligation	and	plan	assets.	The	domestic	postretirement	benefit	plan is	our	most	material	postretirement	benefit	plan	in	terms	of	the	benefit	obligation.	This	plan	consists	of	approximately	1,700	participants,	is	closed	to	new	participants and	is	unfunded.

Differences	between	the	aggregate	income	statement	and	balance	sheet	amounts	listed	in	the	tables	below	and	the	totals	reported	in	our	Consolidated	Statements	of Operations,	Consolidated	Statements	of	Comprehensive	Income	and	Consolidated	Balance	Sheets	relate	to	non-material	foreign	pension	and	postretirement	benefit plans.

From	time	to	time,	we	evaluate	the	foreign	plans	to	be	included	in	the	below	disclosure	based	upon	significance	to	our	overall	operations.	Our	evaluation	consists	of reviewing	the	Projected	Benefit	Obligation,	Plan	Assets	and	Funded	Status	of	our	plans	to	determine	significance.	As	of	December	31,	2017,	the	Funded	Status	of foreign	plans	that	are	not	included	in	the	below	disclosure	was	in	a	deficit	position	of	$56.2.	The	plans	excluded	from	the	below	disclosure	are	comprised	of	numerous individually	insignificant	pension,	postretirement	and	executive	retirement	plans,	many	of	which	are	not	required	to	be	funded,	in	various	foreign	jurisdictions	in	which we	operate.	The	effect	of	the	change	in	scoping	is	noted	within	the	Other	caption	within	the	tables	below.

# Pension	and	Postretirement	Benefit	Obligation

The	change	in	the	benefit	obligation,	the	change	in	plan	assets,	the	funded	status	and	amounts	recognized	for	the	Domestic	Pension	Plan,	the	significant	foreign pension	plans	and	the	domestic	postretirement	benefit	plan	are	listed	below.

|  | Domestic<br>Pension	Plan | Domestic<br>Pension	Plan | Foreign<br>Pension	Plans | Foreign<br>Pension	Plans | Domestic	Postretirement<br>Benefit	Plan | Domestic	Postretirement<br>Benefit	Plan |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Years\tended\tDecember\t31, | 2017 | 2016 | 2017 | 2016 | 2017 | 2016 |
| Benefit\tObligation |  |  |  |  |  |  |
| Projected\tbenefit\tobligation\tas\tof\tJanuary\t1 | $126.6 | $126.9 | $530.6 | $537.9 | $32.3 | $33.9 |
| Service\tcost | 0.0 | 0.0 | 4.9 | 6.7 | 0.0 | 0.0 |
| Interest\tcost | 5.1 | 5.9 | 13.5 | 15.1 | 1.3 | 1.5 |
| Benefits\tpaid | (11.4) | (13.6) | (19.0) | (25.7) | (5.9) | (5.8) |
| Plan\tparticipant\tcontributions | 0.0 | 0.0 | 0.2 | 0.2 | 1.6 | 1.6 |
| Actuarial\tlosses | 5.1 | 7.4 | 20.3 | 115.6 | 2.5 | 1.1 |
| Settlements\tand\tcurtailments | 0.0 | 0.0 | (19.8) | (6.3) | 0.0 | 0.0 |
| Foreign\tcurrency\teffect | 0.0 | 0.0 | 50.4 | (84.2) | 0.0 | 0.0 |
| Other | 0.0 | 0.0 | 1.2 | (28.7) | 0.0 | 0.0 |
| Projected\tbenefit\tobligation\tas\tof\tDecember\t31 | $125.4 | $126.6 | $582.3 | $530.6 | $31.8 | $32.3 |
| Fair\tValue\tof\tPlan\tAssets |  |  |  |  |  |  |
| Fair\tvalue\tof\tplan\tassets\tas\tof\tJanuary\t1 | $95.2 | $101.1 | $365.9 | $399.6 | $0.0 | $0.0 |
| Actual\treturn\ton\tplan\tassets | 12.4 | 7.7 | 25.1 | 47.9 | 0.0 | 0.0 |
| Employer\tcontributions | 2.6 | 0.0 | 17.5 | 23.2 | 4.3 | 4.2 |
| Plan\tparticipant\tcontributions | 0.0 | 0.0 | 0.2 | 0.2 | 1.6 | 1.6 |
| Benefits\tpaid | (11.4) | (13.6) | (19.0) | (25.7) | (5.9) | (5.8) |
| Settlements | 0.0 | 0.0 | (19.1) | (2.2) | 0.0 | 0.0 |
| Foreign\tcurrency\teffect | 0.0 | 0.0 | 33.2 | (68.6) | 0.0 | 0.0 |
| Other | 0.0 | 0.0 | 0.4 | (8.5) | 0.0 | 0.0 |
|  |  |  |  |  |  | 0.0 |
| Fair\tvalue\tof\tplan\tassets\tas\tof\tDecember\t31 | $98.8 | $95.2 | $404.2 | $365.9 | $0.0 | $0.0 |
| Funded\tstatus\tof\tthe\tplans\tat\tDecember\t31 | $(26.6) | $(31.4) | $(178.1) | $(164.7) | $(31.8) | $(32.3) |

|  | Domestic<br>Pension	Plan | Domestic<br>Pension	Plan | Foreign<br>Pension	Plans | Foreign<br>Pension	Plans | Domestic	Postretirement<br>Benefit	Plan | Domestic	Postretirement<br>Benefit	Plan |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| December\t31, | 2017 | 2016 | 2017 | 2016 | 2017 | 2016 |
| Amounts\trecognized\tin\tConsolidated\tBalance\tSheets |  |  |  |  |  |  |
| Non-current\tasset | $0.0 | $0.0 | $9.0 | $7.6 | $0.0 | $0.0 |
| Current\tliability | 0.0 | 0.0 | (6.5) | (5.5) | (3.1) | (3.2) |
| Non-current\tliability | (26.6) | (31.4) | (180.6) | (166.8) | (28.7) | (29.1) |
| Net\tliability\trecognized | $(26.6) | $(31.4) | $(178.1) | $(164.7) | $(31.8) | $(32.3) |
| Accumulated\tbenefit\tobligation | $125.4 | $126.6 | $577.9 | $526.2 |  |  |
| Amounts\trecognized\tin\tAccumulated\tOther\nComprehensive\tLoss,\tnet |  |  |  |  |  |  |
| Net\tactuarial\tloss | $52.2 | $54.9 | $201.6 | $183.4 | $4.2 | $1.7 |
| Prior\tservice\tcost\t(credit) | 0.0 | 0.0 | 1.1 | 0.9 | (0.4) | (0.6) |
| Total\tamount\trecognized | $52.2 | $54.9 | $202.7 | $184.3 | $3.8 | $1.1 |

In	2018,	we	estimate	that	we	will	recognize	$1.5	and	$6.0	of	net	actuarial	losses	from	accumulated	other	comprehensive	loss,	net	into	net	periodic	cost	related	to	our domestic	pension	plan	and	significant	foreign	pension	plans,	respectively.

|  | Domestic<br>Pension	Plan | Domestic<br>Pension	Plan | Foreign	Pension	Plans | Foreign	Pension	Plans |
| :--- | :--- | :--- | :--- | :--- |
| December\t31, | 2017 | 2016 | 2017 | 2016 |
| Pension\tplans\twith\tunderfunded\tor\tunfunded\taccumulated\tbenefit\tobligation |  |  |  |  |
| Aggregate\tprojected\tbenefit\tobligation | $125.4 | $126.6 | $576.6 | $525.3 |
| Aggregate\taccumulated\tbenefit\tobligation | 125.4 | 126.6 | 575.2 | 523.8 |
| Aggregate\tfair\tvalue\tof\tplan\tassets | 98.8 | 95.2 | 389.5 | 352.9 |

# Net	Periodic	Cost

The	components	of	net	periodic	benefit	cost	and	key	assumptions	are	listed	below.

|  |  | Domestic	Pension	Plan |  |  | Foreign	Pension	Plans |  | Domestic	Postretirement	Benefit	Plan | Domestic	Postretirement	Benefit	Plan | Domestic	Postretirement	Benefit	Plan |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Years\tended\tDecember\t31, | 2017 | 2016 | 2015 | 2017 | 2016 | 2015 | 2017 | 2016 | 2015 |
| Service\tcost | $0.0 | $0.0 | $0.0 | $4.9 | $6.7 | $11.1 | $0.0 | $0.0 | $0.0 |
| Interest\tcost | 5.1 | 5.9 | 0.3 | 13.5 | 15.1 | 18.9 | 1.3 | 1.5 | 1.5 |
| Expected\treturn\ton\tplan\tassets | (6.2) | (6.6) | (7.6) | (17.7) | (18.7) | (20.6) | 0.0 | 0.0 | 0.0 |
| Settlement\tand\tcurtailment\tlosses\t(gains) | 0.0 | 0.0 | 0.0 | 6.8 | 0.4 | (0.2) | 0.0 | 0.0 | 0.0 |
| Amortization\tof: |  |  |  |  |  |  |  |  |  |
| Prior\tservice\tcost\t(credit) | 0.0 | 0.0 | 0.0 | 0.1 | 0.1 | 0.1 | (0.2) | (0.2) | (0.1) |
| Net\tactuarial\tlosses | 1.5 | 1.3 | 6.5 | 5.5 | 4.2 | 4.1 | 0.0 | 0.0 | 0.0 |
| Net\tperiodic\tcost | $0.4 | $0.6 | $(0.8) | $13.1 | $7.8 | $13.4 | $1.1 | $1.3 | $1.4 |

# 	Assumptions

|  | Domestic	Pension	Plan | Domestic	Pension	Plan |  | Foreign	Pension	Plans | Foreign	Pension	Plans |  | Domestic	Postretirement	Benefit	Plan | Domestic	Postretirement	Benefit	Plan | Domestic	Postretirement	Benefit	Plan |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Years\tended\tDecember\t31, | 2017 | 2016 | 2015 | 2017 | 2016 | 2015 | 2017 | 2016 | 2015 |
| Net\tperiodic\tcost |  |  |  |  |  |  |  |  |  |
| Discount\trate | 4.20% | 4.80% | 4.15% | 2.52% | 3.61% | 3.41% | 4.05% | 4.65% | 4.00% |
| Rate\tof\tcompensation\tincrease | N/A | N/A | N/A | 2.36% | 3.18% | 2.99% | N/A | N/A | N/A |
| Expected\treturn\ton\tplan\tassets | 7.00% | 7.00% | 7.00% | 4.66% | 5.38% | 5.01% | N/A | N/A | N/A |
| Benefit\tobligation |  |  |  |  |  |  |  |  |  |
| Discount\trate | 3.70% | 4.20% | 4.80% | 2.36% | 2.52% | 3.61% | 3.65% | 4.05% | 4.65% |
| Rate\tof\tcompensation\tincrease | N/A | N/A | N/A | 2.37% | 2.36% | 3.25% | N/A | N/A | N/A |
| Health\tcare\tcost\ttrend\trate\tassumed\tfor\tnext\tyear |  |  |  |  |  |  |  |  |  |
| Initial\trate\t(weighted-average) |  |  |  |  |  |  | 6.50% | 6.75% | 7.00% |

Discount	Rates	–	At	December	31,	2017,	2016	and	2015,	we	determined	our	discount	rates	for	our	Domestic	Pension	Plan,	foreign	pension	plans	and	domestic postretirement	benefit	plan	based	on	either	a	bond	selection/settlement	approach	or	bond	yield	curve	approach.	Using	the	bond	selection/settlement	approach,	we determine	the	discount	rate	by	selecting	a	portfolio	of	corporate	bonds	appropriate	to	provide	for	the	projected	benefit	payments.	Using	the	bond	yield	curve	approach, we	determine	the	discount	rate	by	matching	the	plans'	cash	flows	to	spot	rates	developed	from	a	yield	curve.	Both	approaches	utilize	high-quality	AA-rated	corporate bonds	and	the	plans'	projected	cash	flows	to	develop	a	discounted	value	of	the	benefit	payments,	which	is	then	used	to	develop	a	single	discount	rate.	In	countries	where markets	for	high-quality	long-term	AA	corporate	bonds	are	not	well	developed,	a	portfolio	of	long-term	government	bonds	is	used	as	a	basis	to	develop	hypothetical corporate	bond	yields,	which	serve	as	a	basis	to	derive	the	discount	rate.

Expected	Return	on	Assets	–	Our	expected	rate	of	return	is	determined	at	the	beginning	of	each	year	and	considers	asset	class	index	returns	over	various	market	and economic	conditions,	current	and	expected	market	conditions,	risk	premiums	associated	with	asset	classes	and	long-term	inflation	rates.	We	determine	both	a	short-term and	long-term	view	and	then	select	a	long-term	rate	of	return	assumption	that	matches	the	duration	of	our	liabilities.

# Fair	Value	of	Pension	Plan	Assets

The	following	table	presents	the	fair	value	of	our	domestic	and	foreign	pension	plan	assets	as	of	December	31,	2017	and	2016,	and	indicates	the	fair	value	hierarchy of	the	valuation	techniques	utilized	to	determine	such	fair	value.	See	Note	10	for	a	description	of	the	fair	value	hierarchy.

|  |  | December	31,	2017 | December	31,	2017 |  |  | December	31,	2016 | December	31,	2016 |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Plan\tassets\tsubject\tto\tfair\tvalue\thierarchy | Level\t1 | Level\t2 | Level\t3 | Total | Level\t1 | Level\t2 | Level\t3 | Total |
| Registered\tinvestment\tcompanies | $14.7 | $0.0 | $0.0 | $14.7 | $14.4 | $0.0 | $0.0 | $14.4 |
| Limited\tpartnerships | 0.0 | 0.0 | 29.5 | 29.5 | 0.0 | 0.0 | 28.0 | 28.0 |
| Fixed\tincome\tsecurities | 23.4 | 0.0 | 0.0 | 23.4 | 22.6 | 0.3 | 0.0 | 22.9 |
| Insurance\tcontracts | 0.0 | 7.9 | 0.0 | 7.9 | 0.0 | 7.8 | 0.0 | 7.8 |
| Other | 27.7 | 0.0 | 0.0 | 27.7 | 20.1 | 0.0 | 0.0 | 20.1 |
| Total\tplan\tassets,\tsubject\tto\tleveling | $65.8 | $7.9 | $29.5 | $103.2 | $57.1 | $8.1 | $28.0 | $93.2 |
| Plan\tassets\tmeasured\tat\tnet\tasset\tvalue |  |  |  |  |  |  |  |  |
| Other\tinvestments\tmeasured\tat\tnet\tasset\tvalue\t1 |  |  |  | 399.8 |  |  |  | 367.9 |
| Total\tplan\tassets |  |  |  | $503.0 |  |  |  | $461.1 |

1 Certain	investments	that	are	measured	at	fair	value	using	the	net	asset	value	per	share	(or	its	equivalent)	as	a	practical	expedient	have	not	been	classified	in	the	fair	value	hierarchy	but	are included	to	reconcile	to	the	amounts	presented	in	the	fair	value	of	plan	assets	table	above.

Registered	investment	companies,	which	are	publicly	traded,	are	primarily	valued	using	recently	reported	sales	prices.		Limited	partnerships	are	invested	primarily in	equity	and	fixed	income	securities.	Fixed	income	securities	include	government	and	investment-grade	corporate	bonds.	Insurance	contracts	are	valued	based	on	the cash	surrender	value	of	the	contract.	Other

investments	primarily	include	cash	and	cash	equivalents,	equity	securities	and	derivatives.	Other	investments	measured	at	net	asset	value	include	common/collective trusts,	hedge	funds	and	other	commingled	assets	that	are	invested	primarily	in	equity	and	fixed	income	securities.	These	investments	are	not	publicly	traded	and	are valued	based	on	the	net	asset	value	of	shares	held	by	the	plan	at	year	end,	which	reflects	the	fair	value	of	the	underlying	investments.

The	following	table	presents	additional	information	about	our	significant	foreign	pension	plan	assets	for	which	we	utilize	Level	3	inputs	to	determine	fair	value.

|  | Years	ended	December	31, | Years	ended	December	31, |
| :--- | :--- | :--- |
| Plan\tassets\tsubject\tto\tfair\tvalue\thierarchy,\tlevel\t3 | 2017 | 2016 |
| Balance\tat\tbeginning\tof\tperiod | $28.0 | $31.0 |
| Actual\treturn\ton\tplan\tassets | 1.5 | (3.0) |
| Balance\tat\tend\tof\tperiod | $29.5 | $28.0 |

# Asset	Allocation

The	primary	investment	goal	for	our	plans'	assets	is	to	maximize	total	asset	returns	while	ensuring	the	plans'	assets	are	available	to	fund	the	plans'	liabilities	as	they become	due.	The	plans'	assets	in	aggregate	and	at	the	individual	portfolio	level	are	invested	so	that	total	portfolio	risk	exposure	and	risk-adjusted	returns	best	achieve this	objective.	The	aggregate	amount	of	our	own	stock	held	as	investment	for	our	domestic	and	foreign	pension	funds	is	considered	negligible	relative	to	the	total	fund assets.	As	of	December	31,	2017,	the	weighted-average	target	and	actual	asset	allocations	relating	to	our	domestic	and	foreign	pension	plans'	assets	are	listed	below.

|  |  | December	31, |  |
| :--- | :--- | :--- | :--- |
| Asset\tClass | 2018\tTarget\tAllocation | 2017 | 2016 |
| Alternative\tinvestments\t1 | 27% | 27% | 21% |
| Equity\tsecurities | 23% | 23% | 23% |
| Fixed\tincome\tsecurities | 21% | 21% | 26% |
| Liability\tdriven\tinvestments\t2 | 14% | 14% | 14% |
| Real\testate | 6% | 6% | 6% |
| Other | 9% | 9% | 10% |
| Total | 100% | 100% | 100% |

1 Alternative	investments	have	the	flexibility	to	dynamically	invest	across	a	broad	range	of	asset	classes	including	bonds,	equity,	cash,	property	and	commodities.

2 Liability	driven	investment	strategies	use	government	bonds	as	well	as	derivative	instruments	to	hedge	a	portion	of	the	impact	of	interest	rates	and	inflation	movements	on	the	long-term liabilities.

# Cash	Flows

During	2017,	we	contributed	$2.6	and	$17.5	of	cash	to	our	domestic	and	foreign	pension	plans,	respectively.	For	2018,	we	expect	to	contribute	approximately	$10.0 and	$18.0	of	cash	to	our	domestic	and	foreign	pension	plans,	respectively.

The	estimated	future	benefit	payments	expected	to	be	paid	are	presented	below.

| Years | Domestic<br>Pension	Plan | Foreign<br>Pension	Plans | Domestic	Postretirement<br>Benefit	Plan |
| :--- | :--- | :--- | :--- |
| 2018 | $13.7 | $22.3 | $3.2 |
| 2019 | 8.5 | 23.8 | 3.0 |
| 2020 | 8.6 | 21.6 | 2.8 |
| 2021 | 8.0 | 22.3 | 2.6 |
| 2022 | 8.4 | 23.5 | 2.4 |
| 2023\t-\t2027 | 37.2 | 124.0 | 10.4 |

The	estimated	future	payments	for	our	domestic	postretirement	benefit	plan	are	net	of	any	estimated	U.S.	federal	subsidies	expected	to	be	received	under	the Medicare	Prescription	Drug,	Improvement	and	Modernization	Act	of	2003,	which	total	no	more	than	$0.3	in	any	individual	year.

# Savings	Plans

We	sponsor	defined	contribution	plans	(the	"Savings	Plans")	that	cover	substantially	all	domestic	employees.	The	Savings	Plans	permit	participants	to	make contributions	on	a	pre-tax	and/or	after-tax	basis	and	allow	participants	to	choose	among	various	investment	alternatives.	We	match	a	portion	of	participant	contributions based	upon	their	years	of	service.	Amounts	expensed	for	the	Savings	Plans	for	2017,	2016	 and	2015	 were	$47.2,	$47.0	 and	$44.5,	respectively.	Expenses	include	a discretionary	Company	contribution	of	$3.6,	$6.1	and	$5.8	offset	by	participant	forfeitures	of	$4.6,	$4.4	and	$3.8	in	2017,	2016	and	2015,	respectively.	In	addition,	we maintain	defined	contribution	plans	in	various	foreign	countries	and	contributed	$47.4,	$44.5	and	$43.9	to	these	plans	in	2017,	2016	and	2015,	respectively.

# Deferred	Compensation	and	Benefit	Arrangements

We	 have	 deferred	 compensation	 arrangements	 which	 (i)	 permit	 certain	 of	 our	 key	 officers	 and	 employees	 to	 defer	 a	 portion	 of	 their	 salary	 or	 incentive compensation	or	(ii)	require	us	to	contribute	an	amount	to	the	participant's	account.	The	arrangements	typically	provide	that	the	participant	will	receive	the	amounts deferred	plus	interest	upon	attaining	certain	conditions,	such	as	completing	a	certain	number	of	years	of	service	or	upon	retirement	or	termination.	As	of	December	31, 2017	and	2016,	the	deferred	compensation	liability	balance	was	$96.2	and	$92.4,	respectively.	Amounts	expensed	for	deferred	compensation	arrangements	in	2017,	2016 and	2015	were	$11.2,	$9.7	and	$6.3,	respectively.

We	have	deferred	benefit	arrangements	with	certain	key	officers	and	employees	that	provide	participants	with	an	annual	payment,	payable	when	the	participant attains	a	certain	age	and	after	the	participant's	employment	has	terminated.	The	deferred	benefit	liability	was	$117.0	and	$129.1	as	of	December	31,	2017	 and	2016, respectively.	Amounts	expensed	for	deferred	benefit	arrangements	in	2017,	2016	and	2015	were	$7.3,	$8.8	and	$9.7,	respectively.

We	have	purchased	life	insurance	policies	on	participants'	lives	to	assist	in	the	funding	of	the	related	deferred	compensation	and	deferred	benefit	liabilities.	As	of December	31,	2017	 and	2016,	 the	 cash	 surrender	 value	 of	 these	 policies	 was	$177.4	 and	$171.5,	 respectively.	 In	 addition	 to	 the	 life	 insurance	 policies,	 certain investments	are	held	for	the	purpose	of	paying	the	deferred	compensation	and	deferred	benefit	liabilities.	These	investments,	along	with	the	life	insurance	policies,	are held	in	a	separate	revocable	trust	for	the	purpose	of	paying	the	deferred	compensation	and	the	deferred	benefit	arrangement	liabilities.	As	of	December	31,	2017	and 2016,	the	value	of	such	investments	in	the	trust	was	$15.9	and	$12.9,	respectively.	The	short-term	investments	are	included	in	cash	and	cash	equivalents,	and	the	long- term	investments	and	cash	surrender	value	of	the	policies	are	included	in	other	assets.

# Long-Term	Disability	Plan

We	have	a	long-term	disability	plan	which	provides	income	replacement	benefits	to	eligible	participants	who	are	unable	to	perform	their	job	duties	or	any	job related	to	his	or	her	education,	training	or	experience.	As	all	income	replacement	benefits	are	fully	insured,	no	related	obligation	is	required	as	of	December	31,	2017 and	2016.	In	addition	to	income	replacement	benefits,	plan	participants	may	remain	covered	for	certain	health	and	life	insurance	benefits	up	to	normal	retirement	age, and	accordingly,	we	have	recorded	an	obligation	of	$8.4	and	$8.2	as	of	December	31,	2017	and	2016,	respectively.

# Note	12:		Segment	Information

As	 of	December	31,	2017,	 we	 have	 two	 reportable	 segments:	IAN	and	CMG.	IAN	 is	comprised	of	McCann	Worldgroup,	Foote,	Cone	&	Belding	("FCB"), MullenLowe	Group,	IPG	Mediabrands,	our	digital	specialist	agencies	and	our	domestic	integrated	agencies.	CMG	is	comprised	of	a	number	of	our	specialist	marketing services	offerings.	We	also	report	results	for	the	"Corporate	and	other"	group.

Within	IAN,	our	agencies	provide	a	comprehensive	array	of	global	communications	and	marketing	services,	each	offering	a	distinctive	range	of	solutions	for	our clients.	Our	digital	specialist	agencies	provide	unique	digital	capabilities	and	service	their	own	client	rosters	while	also	serving	as	key	digital	partners.	In	addition,	our domestic	integrated	agencies,	including	Hill	Holliday,	Carmichael	Lynch	and	Tierney,	provide	a	full	range	of	advertising,	marketing	communications	services	and/or marketing	services	and	partner	with	our	global	operating	divisions	as	needed.	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.

CMG,	which	includes	Weber	Shandwick,	DeVries,	Golin,	FutureBrand,	Jack	Morton	and	Octagon	Worldwide,	provides	clients	with	diversified	services,	including public	relations,	meeting	and	event	production,	sports	and	entertainment	marketing,	corporate	and	brand	identity,	and	strategic	marketing	consulting.	CMG	shares	some similarities	with	service	lines	offered	by	IAN;	however,	on	an	aggregate	basis,	CMG	has	a	higher	proportion	of	arrangements	for	which	they	act	as	principal,	a	different distribution	model	than	IAN	and	different	margin	structure.

The	 profitability	 measure	 employed	 by	 our	 chief	 operating	 decision	 maker	 for	 allocating	 resources to	 operating	 divisions	 and	 assessing	 operating	 division performance	is	operating	income	(loss).	All	segments	follow	the	same	accounting	policies	as	those	described	in	Note	1.

Certain	corporate	and	other	charges	are	reported	as	separate	line	items	within	total	segment	operating	income	and	include	corporate	office	expenses,	shared	service center	expenses	and	certain	other	centrally	managed	expenses	that	are	not	fully	allocated	to	operating	divisions.	Salaries	and	related	expenses	include	salaries,	long-term incentive	awards,	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,	which	are	engaged	and	managed through	the	corporate	office.	In	addition,	office	and	general	expenses	includes	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.

Summarized	financial	information	concerning	our	reportable	segments	is	shown	in	the	following	tables.

|  | 2017 | Years	ended	December	31,<br>2016 | 2015 |
| :--- | :--- | :--- | :--- |
| Revenue: |  |  |  |
| IAN | $6,397.3 | $6,319.4 | $6,145.4 |
| CMG | 1,485.1 | 1,527.2 | 1,468.4 |
| Total | $7,882.4 | $7,846.6 | $7,613.8 |
| Segment\toperating\tincome\t(loss): |  |  |  |
| IAN | $907.4 | $898.2 | $850.3 |
| CMG | 192.8 | 190.0 | 166.3 |
| Corporate\tand\tother | (126.6) | (147.2) | (141.8) |
| Total | 973.6 | 941.0 | 874.8 |
| Interest\texpense | (90.8) | (90.6) | (85.8) |
| Interest\tincome | 19.4 | 20.1 | 22.8 |
| Other\texpense,\tnet | (26.2) | (40.3) | (49.6) |
| Income\tbefore\tincome\ttaxes | $876.0 | $830.2 | $762.2 |
| Depreciation\tand\tamortization\tof\tproperty,\tequipment\tand\tintangible\tassets: |  |  |  |
| IAN | $111.8 | $117.7 | $117.5 |
| CMG | 20.4 | 19.5 | 18.4 |
| Corporate\tand\tother | 24.9 | 23.0 | 21.1 |
| Total | $157.1 | $160.2 | $157.0 |
| Capital\texpenditures: |  |  |  |
| IAN | $112.0 | $149.2 | $117.5 |
| CMG | 17.7 | 16.6 | 12.7 |
| Corporate\tand\tother | 26.2 | 34.9 | 30.9 |
| Total | $155.9 | $200.7 | $161.1 |

|  | December	31,<br>2017 | 2016 |
| :--- | :--- | :--- |
| Total\tassets: |  |  |
| IAN | $10,973.0 | $10,660.0 |
| CMG | 1,422.9 | 1,428.3 |
| Corporate\tand\tother | 299.3 | 396.9 |
| Total | $12,695.2 | $12,485.2 |

Revenue	and	long-lived	assets,	excluding	intangible	assets,	are	presented	by	major	geographic	area	in	the	following	table.

|  | Revenue | Revenue | Revenue | Long-Lived	Assets | Long-Lived	Assets |
| :--- | :--- | :--- | :--- | :--- | :--- |
|  |  | Years\tended\tDecember\t31, |  | December\t31, | December\t31, |
|  | 2017 | 2016 | 2015 | 2017 | 2016 |
| Domestic | $4,714.3 | $4,684.8 | $4,475.5 | $705.5 | $684.8 |
| International: |  |  |  |  |  |
| United\tKingdom | 681.8 | 695.7 | 687.7 | 56.2 | 52.0 |
| Continental\tEurope | 716.1 | 699.8 | 697.2 | 73.6 | 57.0 |
| Asia\tPacific | 913.6 | 923.0 | 916.9 | 115.5 | 118.3 |
| Latin\tAmerica | 355.9 | 372.7 | 383.5 | 48.2 | 49.0 |
| Other | 500.7 | 470.6 | 453.0 | 46.1 | 43.3 |
| Total\tInternational | 3,168.1 | 3,161.8 | 3,138.3 | 339.6 | 319.6 |
| Total\tConsolidated | $7,882.4 | $7,846.6 | $7,613.8 | $1,045.1 | $1,004.4 |

Revenue	is	primarily	attributed	to	geographic	areas	based	on	where	the	services	are	performed.	Property	and	equipment	are	allocated	based	upon	physical	location. Other	assets	and	investments	are	allocated	based	on	the	location	of	the	related	operations.

# Note	13:		Commitments	and	Contingencies

# Leases

We	lease	office	premises	and	equipment.	Where	leases	contain	escalation	clauses	or	concessions,	such	as	rent	holidays	and	landlord/tenant	incentives	or	allowances, the	impact	of	such	adjustments	is	recognized	on	a	straight-line	basis	over	the	minimum	lease	period.	Certain	leases	provide	for	renewal	options	and	require	the	payment of	real	estate	taxes	or	other	occupancy	costs,	which	are	also	subject	to	escalation	clauses.	Net	rent	expense	is	listed	in	the	table	below.

|  |  | Years	ended	December	31, |  |
| :--- | :--- | :--- | :--- |
|  | 2017 | 2016 | 2015 |
| Gross\trent\texpense | $371.0 | $366.1 | $336.5 |
| Third-party\tsublease\trental\tincome | (4.6) | (4.1) | (5.5) |
| Net\trent\texpense | $366.4 | $362.0 | $331.0 |

Cash	amounts	for	future	minimum	lease	commitments	for	office	premises	and	equipment	under	non-cancelable	leases,	along	with	minimum	sublease	rental	income to	be	received	under	non-cancelable	subleases,	are	listed	in	the	table	below.

| Period | Rent<br>Obligations | Sublease	Rental<br>Income | Net	Rent |
| :--- | :--- | :--- | :--- |
| 2018 | $335.0 | $(4.2) | $330.8 |
| 2019 | 312.1 | (3.8) | 308.3 |
| 2020 | 285.3 | (2.5) | 282.8 |
| 2021 | 251.4 | (1.4) | 250.0 |
| 2022 | 204.1 | (0.8) | 203.3 |
| Thereafter | 727.2 | (0.5) | 726.7 |
| Total | $2,115.1 | $(13.2) | $2,101.9 |

# Guarantees

We	have	guaranteed	certain	obligations	of	our	subsidiaries	relating	principally	to	operating	leases	and	uncommitted	lines	of	credit	of	certain	subsidiaries.	The amount	of	parent	company	guarantees	on	lease	obligations	was	$829.2	and	$857.3	as	of	December	31,	2017	and	2016,	respectively,	and	the	amount	of	parent	company guarantees	primarily	relating	to	uncommitted	lines	of	credit	was	$491.0	and	$395.6	as	of	December	31,	2017	and	2016,	respectively.	In	the	event	of	non-payment	by	the applicable	subsidiary	of	the	obligations	covered	by	a	guarantee,	we	would	be	obligated	to	pay	the	amounts	covered	by	that	guarantee.	As	of	December	31,	2017,	there were	no	material	assets	pledged	as	security	for	such	parent	company	guarantees.

# Contingent	Acquisition	Obligations

The	following	table	details	the	estimated	future	contingent	acquisition	obligations	payable	in	cash	as	of	December	31,	2017.

|  | 2018 | 2019 | 2020 | 2021 | 2022 | Thereafter | Total |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Deferred\tacquisition\tpayments | $41.9 | $27.5 | $16.1 | $24.4 | $4.8 | $6.3 | $121.0 |
| Redeemable\tnoncontrolling\tinterests\tand\tcall\toptions\twith\taffiliates\t1 | 37.1 | 26.4 | 62.9 | 10.3 | 6.6 | 4.1 | 147.4 |
| Total\tcontingent\tacquisition\tpayments | $79.0 | $53.9 | $79.0 | $34.7 | $11.4 | $10.4 | $268.4 |

1 We	have	entered	into	certain	acquisitions	that	contain	both	redeemable	noncontrolling	interests	and	call	options	with	similar	terms	and	conditions.	The	estimated	amounts	listed	would	be	paid	in the	 event	 of	 exercise	 at	 the	 earliest	 exercise	 date.	We	 have	 certain	 redeemable	 noncontrolling	 interests	 that	 are	 exercisable	 at	 the	 discretion	 of	 the	 noncontrolling	 equity	 owners	 as	 of December	31,	2017.	These	estimated	payments	of	$24.8	are	included	within	the	total	payments	expected	to	be	made	in	 2018,	and	will	continue	to	be	carried	forward	into	 2019	or	beyond	until exercised	or	expired.	Redeemable	noncontrolling	 interests	are	 included	 in	 the	 table	at	current	exercise	price	payable	 in	cash,	not	at	applicable	redemption	value,	 in	accordance	with	 the authoritative	guidance	for	classification	and	measurement	of	redeemable	securities.

The	majority	of	these	payments	are	contingent	upon	achieving	projected	operating	performance	targets	and	satisfying	other	conditions	specified	in	the	related agreements	and	are	subject	to	revision	in	accordance	with	the	terms	of	the	respective	agreements.	See	Note	4	for	further	information	relating	to	the	payment	structure	of our	acquisitions.

# Legal	Matters

In	the	normal	course	of	business,	we	are	involved	in	various	legal	proceedings,	and	subject	to	investigations,	inspections,	audits,	inquiries	and	similar	actions	by governmental	authorities.	The	types	of	allegations	that	arise	in	connection	with	such	legal	proceedings	vary	in	nature,	but	can	include	claims	related	to	contract, employment,	 tax	and	 intellectual	property	matters.	We	evaluate	all	cases	each	reporting	period	and	record	 liabilities	for	 losses	from	 legal	proceedings	when	we determine	that	it	is	probable	that	the	outcome	in	a	legal	proceeding	will	be	unfavorable	and	the	amount,	or	potential	range,	of	loss	can	be	reasonably	estimated.	In	certain cases,	we	cannot	reasonably	estimate	the	potential	loss	because,	for	example,	the	litigation	is	in	its	early	stages.	While	any	outcome	related	to	litigation	or	such governmental	proceedings	in	which	we	are	involved	cannot	be	predicted	with	certainty,	management	believes	that	the	outcome	of	these	matters,	individually	and	in	the aggregate,	will	not	have	a	material	adverse	effect	on	our	financial	condition,	results	of	operations	or	cash	flows.

As	previously	disclosed,	on	April	10,	2015,	a	federal	judge	in	Brazil	authorized	the	search	of	the	records	of	an	agency's	offices	in	São	Paulo	and	Brasilia,	in connection	with	an	ongoing	investigation	by	Brazilian	authorities	involving	payments	potentially	connected	to	local	government	contracts.	The	Company	had	previously investigated	the	matter	and	taken	a	number	of	remedial	and	disciplinary	actions.	The	Company	is	in	the	process	of	concluding	a	settlement	related	to	these	matters	with government	agencies.

The	Company	confirmed	that	one	of	its	standalone	domestic	agencies	has	been	contacted	by	the	Department	of	Justice	Antitrust	Division	for	documents	regarding video	production	practices	and	is	cooperating	with	the	government.

# Note	14:		Recent	Accounting	Standards

Accounting	pronouncements	not	listed	below	were	assessed	and	determined	to	be	not	applicable	or	are	expected	to	have	minimal	impact	on	our	Consolidated Financial	Statements.

# Derivatives	and	Hedging

In	August	2017,	the	Financial	Accounting	Standards	Board	(the	"FASB")	issued	amended	guidance	on	hedge	accounting	which	expands	an	entity's	ability	to	hedge non-financial	and	financial	risk	components	and	aligns	the	recognition	and	presentation	of	the	effects	of	the	hedging	instrument	and	the	hedged	item	in	the	financial statements.	The	new	guidance	also	eliminates	the	requirement	to	separately	measure	and	report	hedge	ineffectiveness.	This	amended	guidance	is	effective	beginning January	1,	2019,	with	early	adoption	permitted.	We	are	currently	assessing	the	impact	the	adoption	of	the	amended	guidance	will	have	on	our	Consolidated	Financial Statements.

# Pensions

In	March	2017,	the	FASB	issued	amended	guidance	which	requires	presentation	of	all	net	periodic	pension	and	postretirement	benefit	costs,	other	than	service costs,	in	non-operating	expenses	in	the	Consolidated	Statement	of	Operations.	We	have	early	adopted	this	amended	guidance	retrospectively	as	of	the	quarter	ended March	31,	2017	using	the	practical	expedient,	which	permits	the	use	of	amounts	disclosed	in	our	Employee	Benefits	note	for	prior	comparative	periods	as	the	estimation basis	for	applying	the	retrospective	presentation	requirements.	This	resulted	in	the	reclassification	of	a	portion	of	postretirement	costs	from	"Salaries

# Restricted	Cash

In	November	2016,	the	FASB	issued	amended	guidance	which	requires	that	the	Consolidated	Statement	of	Cash	Flows	present	the	change	during	the	period	in	the total	 cash,	 cash	 equivalents	 and	 amounts	 generally	 described	 as	 restricted	 cash	 or	 restricted	 cash	 equivalents.	 We	 have	 early	 adopted	 this	 amended	 guidance retrospectively	as	of	the	quarter	ended	March	31,	2017.	The	Consolidated	Statements	of	Cash	Flows	now	reflect	the	inclusion	and	activity	of	restricted	cash	balances	of $6.8,	$2.6,	$3.2	and	$3.8	as	of	December	31,	2017,	2016,	2015	and	2014,	respectively.

# Financial	Instrument	Credit	Losses

In	June	2016,	the	FASB	issued	amended	guidance	on	the	accounting	for	credit	losses	on	certain	types	of	financial	instruments,	including	trade	receivables.	The	new model	uses	a	forward-looking	expected	loss	method,	as	opposed	to	the	incurred	loss	method	in	current	U.S.	GAAP,	which	will	generally	result	in	earlier	recognition	of allowances	for	losses.	This	amended	guidance	is	effective	beginning	January	1,	2020,	with	early	adoption	permitted	as	early	as	January	1,	2019.	We	are	currently assessing	the	impact	the	adoption	of	the	amended	guidance	will	have	on	our	Consolidated	Financial	Statements.

In	February	2016,	the	FASB	issued	amended	guidance	on	lease	accounting	which	requires	an	entity	to	recognize	a	right-of-use	asset	and	a	corresponding	lease liability	on	its	balance	sheet	for	virtually	all	of	its	leases	with	a	term	of	more	than	12	months,	including	those	classified	as	operating	leases.	Both	the	asset	and	liability will	initially	be	measured	at	the	present	value	of	the	future	minimum	lease	payments,	with	the	asset	being	subject	to	adjustments	such	as	initial	direct	costs.	Consistent with	current	U.S.	GAAP,	the	presentation	of	expenses	and	cash	flows	will	depend	primarily	on	the	classification	of	the	lease	as	either	a	finance	or	an	operating	lease.	The new	standard	also	requires	additional	quantitative	and	qualitative	disclosures	regarding	the	amount,	timing	and	uncertainty	of	cash	flows	arising	from	leases	in	order	to provide	additional	information	about	the	nature	of	an	organization's	leasing	activities.	This	amended	guidance,	which	will	be	effective	beginning	January	1,	2019, requires	modified	retrospective	application,	with	early	adoption	permitted.	We	expect	the	adoption	of	this	amended	guidance	to	have	a	significant	impact	on	our Consolidated	Balance	Sheets	but	not	on	our	Consolidated	Statements	of	Operations.

# Fair	Value	Measurements

In	January	2016,	the	FASB	issued	amended	guidance	which	updates	the	fair	value	presentation	requirements	for	certain	financial	instruments.	Equity	investments with	readily	determinable	fair	values,	other	than	those	accounted	for	using	the	equity	method	of	accounting,	will	be	measured	at	fair	value	with	changes	recorded through	current	earnings	rather	than	other	comprehensive	income.	This	amended	guidance	will	be	effective	for	us	beginning	January	1,	2018,	and	is	required	to	be adopted	prospectively	with	a	cumulative-effect	adjustment	recorded	on	our	Consolidated	Balance	Sheets,	if	applicable.	We	do	not	expect	the	adoption	of	this	amended guidance	to	have	a	significant	impact	on	our	Consolidated	Financial	Statements.

In	May	2014,	the	FASB	issued	amended	guidance	on	revenue	recognition	which	requires	an	entity	to	recognize	revenue	when	it	transfers	promised	goods	or services	to	customers	in	an	amount	that	reflects	the	consideration	to	which	the	company	expects	to	be	entitled	in	exchange	for	those	goods	and	services.	We	have	elected to	adopt	the	standard,	effective	January	1,	2018,	using	the	full	retrospective	method.	The	standard,	which	accelerates	the	recognition	of	revenue	primarily	as	a	result	of estimating	variable	consideration,	mostly	impacts	the	timing	of	revenue	recognition	between	quarters,	but	also	can	affect,	to	a	lesser	extent,	the	amount	of	annual revenue	recognized.	Although	we	have	determined	that	the	standard	results	in	an	increase	in	the	number	of	performance	obligations	within	certain	of	our	contractual arrangements,	this	is	not	expected	to	materially	impact	the	amount	or	timing	of	revenue	recognized.	The	standard	will	also	result	in	an	increase	in	third	party	costs	of approximately	$1,100.0	to	$1,300.0	being	included	in	revenue	and	costs,	primarily	in	connection	with	our	events	businesses,	which	has	no	impact	on	operating	income, net	income	or	cash	flows.	The	increase	to	retained	earnings	as	of	December	31,	2017	as	a	result	of	adopting	the	standard	is	not	material.

# Note	15:		Results	by	Quarter	(Unaudited)

|  | Three	Months	Ended<br>March	31, | Three	Months	Ended<br>March	31, | Three	Months	Ended<br>March	31, | Three	Months	Ended<br>June	30, | Three	Months	Ended<br>June	30, | Three	Months	Ended<br>June	30, | Three	Months	Ended<br>September	30, | Three	Months	Ended<br>September	30, | Three	Months	Ended<br>December	31, | Three	Months	Ended<br>December	31, |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  | 2017 | 2017 | 2016 | 2017 | 2017 | 2016 | 2017 | 2016 | 2017 | 2016 |
| Revenue | $1,753.9 | $1,753.9 | $1,742.0 | $1,884.9 | $1,884.9 | $1,917.9 | $1,902.6 | $1,922.2 | $2,341.0 | $2,264.5 |
| Salaries\tand\trelated\texpenses\t1 | 1,275.4 | 1,275.4 | 1,268.8 | 1,239.3 | 1,239.3 | 1,229.5 | 1,227.6 | 1,228.0 | 1,325.8 | 1,308.8 |
| Office\tand\tgeneral\texpenses | 448.8 | 450.2 | 450.2 | 439.1 | 464.1 | 464.1 | 455.9 | 486.2 | 496.9 | 470.0 |
| Operating\tincome | 29.7 | 23.0 | 23.0 | 206.5 | 206.5 | 224.3 | 219.1 | 208.0 | 518.3 | 485.7 |
| Other\tincome\t(expense),\tnet\t1,2 | 0.8 | (19.2) | (19.2) | (15.4) | 0.4 | 0.4 | (9.9) | 5.3 | (1.7) | (26.8) |
| Total\t(expenses)\tand\tother\tincome | (14.9) | (14.9) | (36.0) | (36.4) | (18.5) | (18.5) | (26.8) | (11.7) | (19.5) | (44.6) |
| (Benefit\tof)\tprovision\tfor\tincome\ttaxes\t3 | (2.1) | (15.6) | (15.6) | 75.4 | 43.7 | 43.7 | 42.5 | 63.8 | 166.1 | 106.1 |
| Net\tincome | 18.1 | 18.1 | 2.7 | 94.6 | 94.6 | 160.2 | 148.8 | 132.7 | 333.5 | 336.9 |
| Net\tincome\tavailable\tto\tIPG\tcommon\nstockholders | $21.5 | $21.5 | $5.4 | $94.7 | $94.7 | $156.9 | $146.2 | $128.6 | $316.6 | $317.6 |
| Earnings\tper\tshare\tavailable\tto\tIPG\tcommon\nstockholders: |  |  |  |  |  |  |  |  |  |  |
| Basic | $0.05 | $0.05 | $0.01 | $0.24 | $0.24 | $0.39 | $0.38 | $0.32 | $0.82 | $0.81 |
| Diluted | $0.05 | $0.01 | $0.01 | $0.24 | $0.38 | $0.38 | $0.37 | $0.32 | $0.81 | $0.78 |
| Dividends\tdeclared\tper\tcommon\tshare | $0.18 | $0.18 | $0.15 | $0.18 | $0.18 | $0.15 | $0.18 | $0.15 | $0.18 | $0.15 |

1 As	part	of	the	adoption	of	FASB	ASU	2017-07,	we	have	reclassified	a	portion	of	postretirement	costs	from	salaries	and	related	expenses	to	other	income	(expense),	net.

2 The	three	months	ended	June	30	and	September	30,	2017	included	pre-tax	net	losses	of	 $13.1	and	$8.7,	respectively,	on	sales	of	businesses.	The	three	months	ended	March	31	and	December	31, 2016	included	pre-tax	net	losses	of	$16.3	and	$25.3,	respectively,	on	sales	of	businesses.

3 The	three	months	ended	September	30,	2017	included	a	tax	benefit	of	 $31.2	related	to	foreign	tax	credits	from	distributions	of	unremitted	earnings,	which	was	reversed	during	the	three	months ended	December	31,	2017	as	a	result	of	the	enactment	of	the	Tax	Cuts	and	Jobs	Act.	The	three	months	ended	December	31,	2017	included	a	net	tax	benefit	of	$36.0	as	a	result	of	the	enactment of	the	Tax	Cuts	and	Jobs	Act.	The	three	months	ended	March	31,	2016	included	a	tax	benefit	of	$12.2	due	to	the	reversal	of	valuation	allowances.	The	three	months	ended	June	30,	2016 included	a	tax	benefit	of	$23.4	related	to	the	conclusion	and	settlement	of	a	tax	examination	of	previous	years.	The	three	months	ended	December	31,	2016	included	a	tax	benefit	of $37.4	for refunds	to	be	claimed	on	future	amended	U.S.	federal	returns.

# Note	16:		Subsequent	Events

In	February	2018,	we	announced	that	our	Board	had	approved	a	new	share	repurchase	program	to	repurchase	from	time	to	time	up	to	$300.0,	excluding	fees,	of	our common	stock	(the	"2018	Share	Repurchase	Program").	The	authorization	for	repurchases	under	the	2018	Share	Repurchase	Program	is	in	addition	to	any	amounts remaining	for	repurchase	under	the	2017	Share	Repurchase	Program.	See	Note	5	for	further	information	on	the	2017	Share	Repurchase	Program.	There	is	no	expiration date	associated	with	the	share	repurchase	programs.	We	may	effect	such	repurchases	through	open	market	purchases,	trading	plans	established	in	accordance	with	SEC rules,	derivative	 transactions	or	other	means.	We	expect	 to	continue	 to	repurchase	our	common	stock	 in	future	periods,	although	 the	 timing	and	amount	of	 the repurchases	will	depend	on	market	conditions	and	other	funding	requirements.

We	also	announced	in	February	2018	that	our	Board	had	declared	a	common	stock	cash	dividend	of	$0.21	per	share,	payable	on	March	15,	2018	to	holders	of	record as	of	the	close	of	business	on	March	1,	2018.

# Item	9. Changes	in	and	Disagreements	with	Accountants	on	Accounting	and	Financial	Disclosure

# Item	9A. Controls	and	Procedures

# Evaluation	of	disclosure	controls	and	procedures

In	connection	with	the	preparation	of	this	Annual	Report	on	Form	10-K	for	the	year	ended	December	31,	2017,	we	have	carried	out	an	evaluation	under	the supervision	of,	and	with	the	participation	of,	our	management,	including	the	Chief	Executive	Officer	and	Chief	Financial	Officer,	of	the	effectiveness	of	the	design	and operation	of	our	disclosure	controls	and	procedures	(as	such	term	is	defined	in	Rules	13a-15(e)	and	15d-15(e)	under	the	Securities	Exchange	Act	of	1934,	as	amended (the	"Exchange	Act")).	Based	on	this	evaluation,	our	Chief	Executive	Officer	and	Chief	Financial	Officer	have	concluded	(1)	that	the	disclosure	controls	and	procedures were	effective	as	of	December	31,	2017	to	provide	reasonable	assurance	that	information	required	to	be	disclosed	in	reports	that	we	file	or	submit	under	the	Exchange Act	is	recorded,	processed,	summarized	and	reported	within	the	time	periods	specified	in	SEC	rules	and	forms	and	(2)	that	the	disclosure	controls	and	procedures	were effective	as	of	December	31,	2017	to	provide	reasonable	assurance	that	information	required	to	be	disclosed	in	the	reports	that	we	file	or	submit	under	the	Exchange	Act is	accumulated	and	communicated	to	our	management,	including	the	principal	executive	officer	and	principal	financial	officer,	as	appropriate	to	allow	timely	decisions regarding	required	disclosure.

There	 are	 inherent	 limitations	 to	 the	 effectiveness	 of	 any	 system	 of	 disclosure	 controls	 and	 procedures,	 including	 the	 possibility	 of	 human	 error	 and	 the circumvention	or	overriding	of	the	controls	and	procedures.	Accordingly,	even	effective	disclosure	controls	and	procedures	can	only	provide	reasonable	assurance	of achieving	their	control	objectives.

# Management's	report	on	internal	control	over	financial	reporting

Management	is	responsible	for	establishing	and	maintaining	adequate	internal	control	over	financial	reporting,	as	such	term	is	defined	in	Exchange	Act	Rule	13a- 15(f).	Management	(with	the	participation	of	our	Chief	Executive	Officer	and	Chief	Financial	Officer)	conducted	an	evaluation	of	the	effectiveness	of	internal	control over	financial	reporting	based	on	the	framework	in	Internal	Control	–	Integrated	Framework	(2013)	issued	by	the	Committee	of	Sponsoring	Organizations	of	the Treadway	Commission	(COSO).	Based	on	this	evaluation,	management	concluded	that	IPG's	internal	control	over	financial	reporting	was	effective	as	of	December	31, 2017.	PricewaterhouseCoopers	LLP,	an	independent	registered	public	accounting	firm,	has	audited	the	effectiveness	of	IPG's	internal	control	over	financial	reporting	as of	December	31,	2017,	as	stated	in	their	report	which	appears	in	this	Annual	Report	on	Form	10-K.

# Changes	in	internal	control	over	financial	reporting

There	has	been	no	change	in	internal	control	over	financial	reporting	in	the	quarter	ended	December	31,	2017	that	has	materially	affected,	or	is	reasonably	likely	to materially	affect,	our	internal	control	over	financial	reporting.

# Item	9B. Other	Information

# 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	 "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	24,	2018	(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	2017,	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	"Non-Management	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,	2017,	which is	provided	in	the	following	table.

|  | Number	of	Shares	of |  |  |
| :--- | :--- | :--- | :--- |
|  | Common\tStock\tto\tbe\tIssued\tUpon | Weighted-Average | Number\tof\tSecurities\tRemaining\tAvailable\tfor |
|  | Exercise\tof\tOutstanding\tOptions, | Exercise\tPrice\tof | Future\tIssuance |
|  | Warrants\tand\tRights | Outstanding\tStock | Under\tEquity\tCompensation\tPlans\t(Excluding |
| Plan\tCategory | (a)\t1,\t2,\t3,\t4 | Options\t(b) | Securities\tReflected\tin\tColumn\t(a))\t(c)\t5 |
| Equity\tCompensation\tPlans\tApproved\tby\tSecurity\tHolders | 14,111,178 | $9.44 | 28,148,114 |

1 Included	a	total	of	3,653,846	outstanding	stock	options	granted	under	the	2006	Performance	Incentive	Plan	and	the	2009	Performance	Incentive	Plan	(the	2009	Plan").	These	options	are	the	only instruments	taken	into	account	in	computing	the	weighted-average	exercise	price	in	column	(b)	of	this	table.

2 Included	a	total	of	8,279,321	shares	of	Common	Stock	representing	the	target	number	of	shares	issuable	under	the	2014	Performance	Incentive	Plan	(the	"2014	Plan")	following	the	completion of	the	2015-2017	performance	period,	the	2016-2018	performance	period,	and	the	2017-2019	performance	period,	respectively.

3 Included	a	total	of	2,094,323	restricted	stock	awards	made	under	the	2014	Plan.

4 Included	a	total	of	83,688	shares	of	Common	Stock	issuable	pursuant	to	restricted	share	units	and	performance-based	awards	("Share	Unit	Awards")	granted	under	the	2014	Plan,	which	may	be settled	in	shares	of	Common	Stock	or	cash.	Each	Share	Unit	Award	settled	in	cash	will	increase	the	number	of	shares	of	Common	Stock	available	for	future	issuance	shown	in	column	(c).

5 Included	(i)	18,427,729	shares	of	Common	Stock	available	for	issuance	under	the	2014	Plan,	(ii)	9,495,452	shares	of	Common	Stock	available	for	issuance	under	the	Employee	Stock	Purchase Plan	(2016)	and	(iii)	224,933	shares	of	Common	Stock	available	for	issuance	under	the	2009	Non-Management	Directors'	Stock	Incentive	Plan.

# Item	13. Certain	Relationships	and	Related	Transactions,	and	Director	Independence

The	information	required	by	this	Item	is	incorporated	by	reference	to	the	"Transactions	with	Related	Persons"	section	and	the	"Director	Independence"	section	of the	Proxy	Statement.

# Item	14. Principal	Accountant	Fees	and	Services

The	information	required	by	this	Item	is	incorporated	by	reference	to	the	"Appointment	of	Registered	Public	Accounting	Firm"	section	of	the	Proxy	Statement.

# PART	IV

# Item	15. Exhibits,	Financial	Statement	Schedules

(a)	Listed	below	are	all	financial	statements,	financial	statement	schedules	and	exhibits	filed	as	part	of	this	Report	on	Form	10-K.

# 1.	Financial	Statements:

Consolidated	Statements	of	Operations	for	the	years	ended	December	31,	2017,	2016	and	2015 Consolidated	Statements	of	Comprehensive	Income	for	the	years	ended	December	31,	2017,	2016	and	2015 Consolidated	Balance	Sheets	as	of	December	31,	2017	and	2016

Consolidated	Statements	of	Cash	Flows	for	the	years	ended	December	31,	2017,	2016	and	2015 Consolidated	Statements	of	Stockholders'	Equity	for	the	years	ended	December	31,	2017,	2016	and	2015

# 2.	Financial	Statement	Schedules:

All	financial	statement	schedules	are	omitted	because	they	are	either	not	applicable	or	the	required	information	is	otherwise	provided.

# 3.	Exhibits:

All	exhibits,	including	management	contracts	and	compensatory	plans	or	arrangements,	required	pursuant	to	Item	601	of	Regulation	S-K	to	be	filed	as	part of	this	report	or	incorporated	herein	by	reference	to	other	documents,	are	listed	in	the	Exhibit	Index	of	this	Report	on	Form	10-K.

# EXHIBIT	INDEX

# Exhibit	No. 		 Description

3(ii) Amended	and	Restated	By-Laws	of	the	Registrant	dated	as	of	October	26,	2016,	is	incorporated	by	reference	to	Exhibit	3(ii)	to	the	Registrant's Current	Report	on	Form	8-K	filed	with	the	SEC	on	October	27,	2016.

4(iii)(A) Senior	Debt	Indenture	dated	as	of	March	2,	2012	(the	"2012	Indenture"),	between	the	Registrant	and	U.S.	Bank	National	Association,	as	Trustee, is	incorporated	by	reference	to	Exhibit	4.1	to	the	Registrant's	Current	Report	on	Form	8-K	filed	with	the	SEC	on	March	2,	2012.

4(iii)(B) First	Supplemental	Indenture,	dated	as	of	March	2,	2012,	to	the	2012	Indenture,	with	respect	to	the	4.00%	Senior	Notes	due	2022	is	incorporated by	reference	to	Exhibit	4.2	to	the	Registrant's	Current	Report	on	Form	8-K	filed	with	the	SEC	on	March	2,	2012.

4(iii)(C) Third	Supplemental	Indenture,	dated	as	of	November	8,	2012,	to	the	2012	Indenture,	with	respect	to	the	3.75%	Senior	Notes	due	2023	is incorporated	by	reference	to	Exhibit	4.3	to	the	Registrant's	Current	Report	on	Form	8-K	filed	with	the	SEC	on	November	8,	2012.

4(iii)(D) Fourth	Supplemental	Indenture,	dated	as	of	April	3,	2014,	to	the	2012	Indenture,	with	respect	to	the	4.20%	Senior	Notes	due	2024	is	incorporated by	reference	to	Exhibit	4.2	to	the	Registrant's	Current	Report	on	Form	8-K	filed	with	the	SEC	on	April	3,	2014.

10(i)(A) Credit	Agreement,	dated	as	of	July	18,	2008,	amended	and	restated	as	of	April	23,	2010,	further	amended	and	restated	as	of	May	31,	2011, further	amended	as	of	November	6,	2012,	further	amended	and	restated	as	of	December	12,	2013,	further	amended	and	restated	as	of	October	20, 2015	and	as	further	amended	and	restated	on	October	25,	2017,	among	The	Interpublic	Group	of	Companies,	Inc.,	the	lenders	named	therein	and Citibank,	as	administrative	agent,	is	incorporated	by	reference	to	Exhibit	10(i)(1)	to	the	Registrant's	Quarterly	Report	on	Form	10-Q	for	the quarter	ended	September	30,	2017.

# (i)	Michael	I.	Roth

10(iii)(A)(1) Employment	Agreement,	made	as	of	July	13,	2004,	by	and	between	the	Registrant	and	Michael	I.	Roth,	is	incorporated	by	reference	to Exhibit	10(iii)(A)(9)	to	the	Registrant's	Quarterly	Report	on	Form	10-Q	for	the	quarter	ended	June	30,	2004.*

10(iii)(A)(2) Supplemental	Employment	Agreement,	dated	as	of	January	19,	2005,	between	the	Registrant	and	Michael	I.	Roth,	is	incorporated	by	reference	to Exhibit	10.2	to	the	Registrant's	Current	Report	on	Form	8-K	filed	with	the	SEC	on	January	21,	2005.*

10(iii)(A)(3) Supplemental	Employment	Agreement,	dated	as	of	February	14,	2005,	between	the	Registrant	and	Michael	I.	Roth,	is	incorporated	by	reference to	Exhibit	10.1	to	the	Registrant's	Current	Report	on	Form	8-K	filed	with	the	SEC	on	February	17,	2005.*

10(iii)(A)(4) Amendment,	made	as	of	September	12,	2007,	to	an	Employment	Agreement,	made	as	of	July	13,	2004,	between	the	Registrant	and	Michael	I. Roth,	is	incorporated	by	reference	to	Exhibit	10(iii)(A)(7)	to	the	Registrant's	Quarterly	Report	on	Form	10-Q	for	the	quarter	ended	September	30, 2007.	*

10(iii)(A)(5) Amendment,	dated	May	1,	2008,	to	an	Employment	Agreement,	made	as	of	July	13,	2004,	between	the	Registrant	and	Michael	I.	Roth,	is incorporated	by	reference	to	Exhibit	10(iii)(A)(1)	to	the	Registrant's	Quarterly	Report	on	Form	10-Q	for	the	quarter	ended	June	30,	2008.*

10(iii)(A)(6) The	Interpublic	Senior	Executive	Retirement	Income	Plan	Participation	Agreement,	dated	March	31,	2008,	between	the	Registrant	and	Michael	I. Roth,	is	incorporated	by	reference	to	Exhibit	10(iii)(A)(1)	to	the	Registrant's	Quarterly	Report	on	Form	10-Q	for	the	quarter	ended	March	31, 2008.*

10(iii)(A)(7) Executive	Change	of	Control	Agreement,	effective	as	of	May	27,	2010,	by	and	between	the	Registrant	and	Michael	I.	Roth,	is	incorporated	by reference	to	Exhibit	10.1	to	the	Registrant's	Current	Report	on	Form	8-K	filed	with	the	SEC	on	May	27,	2010.*

10(iii)(A)(8) Extension	of	Existing	Executive	Change	of	Control	Agreement	by	and	between	the	Registrant	and	Michael	I.	Roth,	dated	August	29,	2013	is incorporated	by	reference	to	Exhibit	10.1	to	the	Registrant's	Current	Report	on	Form	8-K	filed	with	the	SEC	on	August	30,	2013.*

10(iii)(A)(9) Extension	of	Existing	Executive	Change	of	Control	Agreement	by	and	between	the	Registrant	and	Michael	I.	Roth,	dated	October	26,	2016	is incorporated	by	reference	to	Exhibit	10(iii)(a)(1)	to	the	Registrant's	Quarterly	Report	on	Form	10-Q	for	the	quarter	ended	September	30,	2016.*

# (ii)	Andrew	Bonzani

10(iii)(A)(10) Employment	Agreement,	effective	as	of	December	22,	2011,	by	and	between	the	Registrant	and	Andrew	Bonzani,	is	incorporated	by	reference	to Exhibit(iii)(A)(8)	to	the	Registrant's	Annual	Report	on	Form	10-K	for	the	year	ended	December	31,	2012.*

10(iii)(A)(11) Executive	Change	of	Control	Agreement,	effective	as	of	December	22,	2011,	by	and	between	the	Registrant	and	Andrew	Bonzani,	is incorporated	by	reference	to	Exhibit(iii)(A)(9)	to	the	Registrant's	Annual	Report	on	Form	10-K	for	the	year	ended	December	31,	2012.*

10(iii)(A)(12) Extension	of	Existing	Executive	Change	of	Control	Agreement	by	and	between	the	Registrant	and	Andrew	Bonzani,	dated	August	29,	2013	is incorporated	by	reference	to	Exhibit	10.3	to	the	Registrant's	Current	Report	on	Form	8-K	filed	with	the	SEC	on	August	30,	2013.*

10(iii)(A)(13) Extension	of	Existing	Executive	Change	of	Control	Agreement	by	and	between	the	Registrant	and	Andrew	Bonzani,	dated	October	26,	2016	is incorporated	by	reference	to	Exhibit	10(iii)(a)(3)	to	the	Registrant's	Quarterly	Report	on	Form	10-Q	for	the	quarter	ended	September	30,	2016.*

# (iii)	Christopher	Carroll

10(iii)(A)(14) Employment	Agreement,	made	as	of	April	1,	2006,	by	and	between	the	Registrant	and	Christopher	Carroll,	is	incorporated	by	reference	to Exhibit	10(iii)(A)(8)	to	the	Registrant's	Annual	Report	on	Form	10-K	for	the	year	ended	December	31,	2011.*

10(iii)(A)(15) Amendment,	dated	as	of	October	29,	2007,	to	an	Employment	Agreement,	made	as	of	April	1,	2006,	between	the	Registrant	and	Christopher Carroll,	is	incorporated	by	reference	to	Exhibit	10(iii)(A)(9)	to	the	Registrant's	Annual	Report	on	Form	10-K	for	the	year	ended	December	31, 2011.*

10(iii)(A)(16) Executive	Change	of	Control	Agreement,	effective	as	of	May	31,	2010,	by	and	between	the	Registrant	and	Christopher	Carroll,	is	incorporated by	reference	to	Exhibit	10(iii)(A)(10)	to	the	Registrant's	Annual	Report	on	Form	10-K	for	the	year	ended	December	31,	2011.*

10(iii)(A)(17) Extension	of	Existing	Executive	Change	of	Control	Agreement	by	and	between	the	Registrant	and	Christopher	Carroll,	dated	August	29,	2013	is incorporated	by	reference	to	Exhibit	10.4	to	the	Registrant's	Current	Report	on	Form	8-K	filed	with	the	SEC	on	August	30,	2013.*

10(iii)(A)(18) Extension	of	Existing	Executive	Change	of	Control	Agreement	by	and	between	the	Registrant	and	Christopher	Carroll,	dated	October	26,	2016	is incorporated	by	reference	to	Exhibit	10(iii)(a)(4)	to	the	Registrant's	Quarterly	Report	on	Form	10-Q	for	the	quarter	ended	September	30,	2016.*

# (iv)	Philippe	Krakowsky

10(iii)(A)(19) Executive	Special	Benefits	Agreement,	dated	as	of	February	1,	2002,	and	signed	as	of	August	21,	2002,	between	the	Registrant	and	Philippe Krakowsky,	is	incorporated	by	reference	to	Exhibit	10(iii)(A)(v)	to	the	Registrant's	Quarterly	Report	on	Form	10-Q	for	the	quarter	ended September	30,	2002.*

10(iii)(A)(20) Employment	Agreement,	made	as	of	January	1,	2006	and	executed	on	March	20,	2006,	by	and	between	the	Registrant	and	Philippe	Krakowsky, is	incorporated	by	reference	to	Exhibit	10.1	to	the	Registrant's	Current	Report	on	Form	8-K	filed	with	the	SEC	on	March	24,	2006.*

10(iii)(A)(21) Amendment,	made	as	of	September	12,	2007,	to	an	Employment	Agreement,	made	as	of	January	1,	2006,	between	the	Registrant	and	Philippe Krakowsky,	is	incorporated	by	reference	to	Exhibit	10(iii)(A)(13)	to	the	Registrant's	Quarterly	Report	on	Form	10-Q	for	the	quarter	ended September	30,	2007.*

10(iii)(A)(22) Amendment,	dated	September	12,	2007,	to	an	Executive	Special	Benefit	Agreement,	dated	February	1,	2002,	between	the	Registrant	and	Philippe Krakowsky,	is	incorporated	by	reference	to	Exhibit	10(iii)(A)(15)	to	the	Registrant's	Quarterly	Report	on	Form	10-Q	for	the	quarter	ended September	30,	2007.*

10(iii)(A)(23) Amendment,	dated	May	1,	2008,	to	an	Employment	Agreement,	made	as	of	January	1,	2006,	between	the	Registrant	and	Philippe	Krakowsky,	is incorporated	by	reference	to	Exhibit	10(iii)(A)(3)	to	the	Registrant's	Quarterly	Report	on	Form	10-Q	for	the	quarter	ended	June	30,	2008.*

10(iii)(A)(24) Executive	Change	of	Control	Agreement,	effective	as	of	May	27,	2010,	by	and	between	the	Registrant	and	Philippe	Krakowsky,	is	incorporated by	reference	to	Exhibit	10.3	to	the	Registrant's	Current	Report	on	Form	8-K	filed	with	the	SEC	on	May	27,	2010.*

10(iii)(A)(25) Extension	of	Existing	Executive	Change	of	Control	Agreement	by	and	between	the	Registrant	and	Philippe	Krakowsky,	dated	August	29,	2013	is incorporated	by	reference	to	Exhibit	10.5	to	the	Registrant's	Current	Report	on	Form	8-K	filed	with	the	SEC	on	August	30,	2013.*

10(iii)(A)(26) Extension	of	Existing	Executive	Change	of	Control	Agreement	by	and	between	the	Registrant	and	Philippe	Krakowsky,	dated	October	26,	2016 is	incorporated	by	reference	to	Exhibit	10(iii)(a)(5)	to	the	Registrant's	Quarterly	Report	on	Form	10-Q	for	the	quarter	ended	September	30, 2016.*

# (v)	Frank	Mergenthaler

10(iii)(A)(27) Employment	Agreement,	made	as	of	July	13,	2005,	between	the	Registrant	and	Frank	Mergenthaler	is	incorporated	by	reference	to	Exhibit	10.1 to	the	Registrant's	Current	Report	on	Form	8-K	filed	with	the	SEC	on	July	19,	2005.*

10(iii)(A)(28) Amendment,	made	as	of	September	12,	2007,	to	an	Employment	Agreement,	made	as	of	July	13,	2005,	between	the	Registrant	and	Frank Mergenthaler,	is	incorporated	by	reference	to	Exhibit	10(iii)(A)(9)	to	the	Registrant's	Quarterly	Report	on	Form	10-Q	for	the	quarter	ended September	30,	2007.*

10(iii)(A)(29) Amendment,	dated	May	1,	2008,	to	an	Employment	Agreement,	made	as	of	July	13,	2005,	between	the	Registrant	and	Frank	Mergenthaler,	is incorporated	by	reference	to	Exhibit	10(iii)(A)(2)	to	the	Registrant's	Quarterly	Report	on	Form	10-Q	for	the	quarter	ended	June	30,	2008.*

10(iii)(A)(30) Executive	Change	of	Control	Agreement,	effective	as	of	May	27,	2010,	by	and	between	the	Registrant	and	Frank	Mergenthaler,	is	incorporated by	reference	to	Exhibit	10.2	to	the	Registrant's	Current	Report	on	Form	8-K	filed	with	the	SEC	on	May	27,	2010.*

10(iii)(A)(31) Extension	of	Existing	Executive	Change	of	Control	Agreement	by	and	between	the	Registrant	and	Frank	Mergenthaler,	dated	August	29,	2013	is incorporated	by	reference	to	Exhibit	10.2	to	the	Registrant's	Current	Report	on	Form	8-K	filed	with	the	SEC	on	August	30,	2013.*

10(iii)(A)(32) Extension	of	Existing	Executive	Change	of	Control	Agreement	by	and	between	the	Registrant	and	Frank	Mergenthaler,	dated	October	26,	2016	is incorporated	by	reference	to	Exhibit	10(iii)(a)(2)	to	the	Registrant's	Quarterly	Report	on	Form	10-Q	for	the	quarter	ended	September	30,	2016.*

# Compensation	Plans	and	Arrangements:

10(iii)(A)(33) The	Interpublic	2006	Performance	Incentive	Plan	(the	"2006	PIP")	is	incorporated	by	reference	to	Appendix	A	to	the	Registrant's	Definitive Proxy	Statement	on	Schedule	14A	filed	with	the	SEC	on	April	27,	2006.*

10(iii)(A)(34) Amendment	to	the	2006	PIP	is	incorporated	by	reference	to	Exhibit	10(iii)(A)(1)	to	the	Registrant's	Quarterly	Report	on	Form	10-Q	for	the quarter	ended	March	31,	2009.*

10(iii)(A)(35) 2006	PIP	-	Form	of	Instrument	of	Nonstatutory	Stock	Options	is	incorporated	by	reference	to	Exhibit	10.5	to	the	Registrant's	Current	Report	on Form	8-K	filed	with	the	SEC	on	June	21,	2006.*

10(iii)(A)(36) The	Interpublic	2009	Performance	Incentive	Plan	(the	"2009	PIP")	is	incorporated	by	reference	to	Appendix	A	to	Exhibit	10.1	to	the	Registrant's Current	Report	on	Form	8-K	filed	with	the	SEC	on	June	2,	2009.*

10(iii)(A)(37) 2009	PIP	Non-Statutory	Stock	Option	Award	Agreement	is	incorporated	by	reference	to	Exhibit	10(iii)(A)(8)	to	the	Registrant's	Quarterly	Report on	Form	10-Q	for	the	quarter	ended	June	30,	2009.*

10(iii)(A)(38) 2009	PIP	Non-Statutory	Stock	Option	Award	Agreement	(updated	2010)	is	incorporated	by	reference	to	Exhibit	10(iii)(A)(89)	to	the	Registrant's Annual	Report	on	Form	10-K	for	the	year	ended	December	31,	2010.*

10(iii)(A)(39) 2009	PIP	Non-Statutory	Stock	Option	Award	Agreement	(updated	2013)	is	incorporated	by	reference	to	Exhibit	10(iii)(A)(68)	to	the	Registrant's Annual	Report	on	Form	10-K	for	the	year	ended	December	31,	2012.*

10(iii)(A)(40) The	2009	Non-Management	Directors'	Stock	Incentive	Plan	(the	"2009	NMD	Plan")	is	incorporated	by	reference	to	Exhibit	10(iii)(A)(9)	to	the Registrant's	Quarterly	Report	on	Form	10-Q	for	the	quarter	ended	June	30,	2009.*

10(iii)(A)(41) Amendment	to	the	2009	NMD	Plan	is	incorporated	by	reference	to	Exhibit	10(iii)(A)(2)	to	the	Registrant's	Quarterly	Report	on	Form	10-Q	for the	quarter	ended	September	30,	2012.*

10(iii)(A)(42) 2009	NMD	Plan	Restricted	Stock	Award	Agreement	(updated	2013)	is	incorporated	by	reference	to	Exhibit	10(iii)(A)(3)	to	the	Registrant's Quarterly	Report	on	Form	10-Q	for	the	quarter	ended	September	30,	2012.*

10(iii)(A)(44) The	Interpublic	Group	2014	Performance	Incentive	Plan	(the	"2014	PIP")	is	incorporated	by	reference	to	Exhibit	10.1	to	the	Registrant's	Current Report	on	Form	8-K	filed	with	the	SEC	on	May	28,	2014.*

10(iii)(A)(45) 2014	PIP	Restricted	Stock	Award	Agreement	is	incorporated	by	reference	to	Exhibit	10(iii)(A)(60)	to	the	Registrant's	Annual	Report	on Form	10-K	for	the	year	ended	December	31,	2014.*

10(iii)(A)(47) 2014	PIP	Performance	Share	Award	Agreement	is	incorporated	by	reference	to	Exhibit	10(iii)(A)(61)	to	the	Registrant's	Annual	Report	on Form	10-K	for	the	year	ended	December	31,	2014.*

10(iii)(A)(49) 2014	PIP	Performance	Cash	Award	Agreement	is	incorporated	by	reference	to	Exhibit	10(iii)(A)(62)	to	the	Registrant's	Annual	Report	on Form	10-K	for	the	year	ended	December	31,	2014.*

10(iii)(A)(51) The	Employee	Stock	Purchase	Plan	(2016)	of	the	Registrant	is	incorporated	by	reference	to	Exhibit	4.4	to	the	Registrant's	Registration	Statement on	Form	S-8	filed	with	the	SEC	on	December	21,	2015.*

10(iii)(A)(52) The	Interpublic	Group	Executive	Performance	(162(m)	Plan)	is	incorporated	by	reference	to	Exhibit	10.2	to	the	Registrant's	Current	Report	on Form	8-K	filed	with	the	SEC	on	May	28,	2014.*

10(iii)(A)(53) The	Interpublic	Executive	Severance	Plan,	amended	and	restated,	effective	August	16,	2017,	is	incorporated	by	reference	to	Exhibit	10(iii)(A)(1) to	the	Registrant's	Quarterly	Report	on	Form	10-Q	for	the	quarter	ended	September	30,	2017.*

10(iii)(A)(54) The	Interpublic	Senior	Executive	Retirement	Income	Plan,	Amended	and	Restated	(the	"Restated	SERIP"),	effective	January	1,	2007,	is incorporated	by	reference	to	Exhibit	10(iii)(A)(1)	to	the	Registrant's	Quarterly	Report	on	Form	10-Q	for	the	quarter	ended	September	30,	2007.*

10(iii)(A)(55) Restated	SERIP	-	Form	of	Restated	Participation	Agreement	is	incorporated	by	reference	to	Exhibit	10(iii)(A)(2)	to	the	Registrant's	Quarterly Report	on	Form	10-Q	for	the	quarter	ended	September	30,	2007.*

10(iii)(A)(56) Restated	SERIP	-	Form	of	Participation	Agreement	(Form	For	New	Participants)	is	incorporated	by	reference	to	Exhibit	10(iii)(A)(3)	to	the Registrant's	Quarterly	Report	on	Form	10-Q	for	the	quarter	ended	September	30,	2007.*

10(iii)(A)(57) The	Interpublic	Senior	Executive	Retirement	Income	Plan,	amended	and	restated,	effective	August	1,	2014,	and	form	of	Participation	Agreement for	New	Participants	is	incorporated	by	reference	to	Exhibit	10(iii)(A)(2)	to	the	Registrant's	Quarterly	Report	on	Form	10-Q	for	the	quarter	ended June	30,	2014.*

10(iii)(A)(58) The	Interpublic	Capital	Accumulation	Plan,	Amended	and	Restated	(the	"Restated	CAP"),	effective	January	1,	2007,	is	incorporated	by	reference to	Exhibit	10(iii)(A)(4)	to	the	Registrant's	Quarterly	Report	on	Form	10-Q	for	the	quarter	ended	September	30,	2007.*

10(iii)(A)(59) Restated	CAP	-	Form	of	Restated	Participation	Agreement	is	incorporated	by	reference	to	Exhibit	10(iii)(A)(5)	to	the	Registrant's	Quarterly Report	on	Form	10-Q	for	the	quarter	ended	September	30,	2007.*

10(iii)(A)(60) Restated	CAP	-	Form	of	Participation	Agreement	(Form	For	New	Participants),	is	incorporated	by	reference	to	Exhibit	10(iii)(A)(6)	to	the Registrant's	Quarterly	Report	on	Form	10-Q	for	the	quarter	ended	September	30,	2007.*

* Management	contracts	and	compensation	plans	and	arrangements.

# SIGNATURES

Pursuant	to	the	requirements	of	Section	13	of	the	Securities	Exchange	Act	of	1934,	the	Registrant	has	duly	caused	this	report	to	be	signed	on	its	behalf	by	the undersigned,	thereunto	duly	authorized.

(Registrant)

By /s/	Michael	I.	Roth

Michael	I.	Roth

Chairman	of	the	Board	and	Chief	Executive	Officer

Pursuant	to	the	requirements	of	the	Securities	Exchange	Act	of	1934,	this	Report	has	been	signed	below	by	the	following	persons	on	behalf	of	the	Registrant	and	in the	capacities	and	on	the	dates	indicated.


what is the percentage decrease in total contingent acquisition payments from 2018-2019?