================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------
FORM 10-K
Annual Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the fiscal year ended Commission file number
December 31, 2000 1-6686
-------------------
THE INTERPUBLIC GROUP OF COMPANIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 13-1024020
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1271 Avenue of the Americas 10020
New York, New York (Zip Code)
(Address of principal executive offices)
(212) 399-8000
Registrant's telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
- ------------------- ------------------------
Common Stock New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
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 X . No .
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (Section 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.___.
The aggregate market value of the registrant's voting stock held by
non-affiliates of the registrant was $10,934,268,765 as of March 27, 2001.
Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date.
Common Stock outstanding at March 27, 2001: 312,407,679 shares.
DOCUMENTS INCORPORATED BY REFERENCE
1. Portions of the Annual Report to Stockholders for the year ended December
31, 2000 are incorporated by reference in Parts I and II.
2. Portions of the Proxy Statement for the 2001 Annual Meeting of Stockholders
are incorporated by reference in Parts I and III.
PART I
Item 1. Business
--------
The Interpublic Group of Companies, Inc. 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. It has operated under the Interpublic name since
January 1961. As used in this Annual Report, the "Registrant" or "Interpublic"
refers to The Interpublic Group of Companies, Inc. while the "Company" refers to
Interpublic and its subsidiaries.
Interpublic is a group of advertising and specialized marketing and
communications service companies that together represent one of the largest
resources of marketing and advertising expertise in the world. Interpublic's
agencies and allied companies operate in more than 650 offices in 127 countries
around the world and employ over 48,000 people.
Interpublic's business is conducted throughout the world principally
through two advertising and specialized marketing and communication services
systems, McCann-Erickson WorldGroup and The Lowe Group, plus a number of
additional marketing communications and marketing services networks, all as
described below.
MCCANN-ERICKSON WORLDGROUP is the leading worldwide marketing
communications company that includes McCann-Erickson Worldwide, the world's
largest advertising agency network, as well as specialized companies providing
relationship (direct) marketing, experiential (event) marketing, brand strategy
and identity development, healthcare communications and e-consultancy and
services.
THE LOWE GROUP with its flagship arm, Lowe Lintas & Partners Worldwide, is
one of the largest advertising agency networks in the world. The agency's
world-class creative reputation has been recognized with a number of prestigious
industry awards.
The other domestic stand-alone advertising agencies that operate
autonomously, but are aligned with the foregoing Interpublic networks include:
Campbell-Ewald, Campbell Mithun, Carmichael Lynch, Dailey & Associates, Deutsch,
Gotham, Hill Holliday (including GMO/Hill Holliday), The Martin Agency, Mullen
(including Mullen/LHC) and Suissa Miller.
The principal functions of an advertising agency are to plan and create
advertising programs for its clients and to place advertising in various media
such as television, cinema, radio, magazines, newspapers, direct mail, outdoor
and interactive electronic media. Planning advertising programs involves
analyzing the market for the particular product or service, creating the
appropriate advertising campaign to convey the agreed-upon benefit or message,
and choosing the appropriate media to reach the desired market most effectively.
The advertising agency develops a communication strategy and then creates
an advertising program, within the limits imposed by the client's advertising
budget, and places orders for space or time with the media that have been
selected.
In order to meet the growing and changing needs of our client base, we
offer many other marketing and media related services through our ownership of
companies that are closely related to our advertising business including:
DRAFTWORLDWIDE is one of the world's largest global marketing agencies,
specializing in brand building, direct and promotional marketing.
INITIATIVE MEDIA WORLDWIDE is the world's largest independent media
management and media buying company, providing media planning and buying
services at all levels.
OCTAGON is Interpublic's global sports marketing unit providing sponsorship
and sports marketing consultancy, event management and ownership, athlete
representation ownership, sports television programming, the production, sale
and distribution of sports television rights globally and the management of
global motor sports circuits and events.
NFO WORLDGROUP is the largest custom research firm in North America and a
leading provider of research-based marketing information.
THE ALLIED COMMUNICATIONS GROUP is Interpublic's leading-edge marketing
services group. The Group's companies provide the Interpublic agencies and their
clients with a variety of specialized communications and marketing services
including public relations, marketing research, event creation, management and
consulting services. This group is comprised of the following autonomously run
companies:
THE GLOBAL PUBLIC RELATIONS GROUP includes two powerful public relations
companies: Weber Shandwick Worldwide, the largest global public relations agency
and Golin/Harris International, one of the ten largest U.S. public relations
company.
ISO HEALTHCARE GROUP is a multinational healthcare management consulting
firm, specializing in growth strategies for leading pharmaceutical, biotech and
medical device companies.
JACK MORTON WORLDWIDE creates, produces and coordinates live meetings and
events, environments, video, digital media and learning programs.
In addition to domestic operations, the Company provides services for
clients whose business is international in scope, as well as for clients whose
business is restricted to a single country or a small number of countries. It
has offices in Canada as well as in one or more cities in each of the following
countries:
EUROPE, AFRICA AND THE MIDDLE EAST
----------------------------------
Austria Greece Morocco Slovakia
Azerbaijan Hungary Namibia Slovenia
Bahrain Iceland Netherlands South Africa
Belgium Israel Nigeria Spain
Bulgaria Ireland Norway Sweden
Cameroon Italy Oman Switzerland
Croatia Ivory Coast Pakistan Tunisia
Czech Republic Jordan Poland Turkey
Denmark Kazakhstan Portugal Ukraine
Egypt Kenya Qatar United Arab Emirates
Estonia Kuwait Romania United Kingdom
Finland Latvia Russia Uzbekistan
France Lebanon Saudi Arabia Zambia
Germany Mauritius Senegal Zimbabwe
LATIN AMERICA AND THE CARIBBEAN
-------------------------------
Argentina Colombia Guatemala Peru
Barbados Costa Rica Honduras Puerto Rico
Bermuda Dominican Republic Jamaica Trinidad
Brazil Ecuador Mexico Uruguay
Chile El Salvador Panama Venezuela
ASIA AND THE PACIFIC
--------------------
Australia Korea Philippines Taiwan
Hong Kong Malaysia Singapore Thailand
India Nepal Sri Lanka Vietnam
Indonesia New Zealand South Korea
Japan People's Republic
of China
Operations in the foregoing countries are carried on by one or more
operating companies, at least one of which is either wholly owned by Interpublic
or a subsidiary or is a company in which Interpublic or a subsidiary owns a 51%
interest or more, except in Malawi and Nepal, where Interpublic or a subsidiary
holds a minority interest.
The Company also offers services in Albania, Aruba, the Bahamas, Belize,
Bolivia, Cambodia, Gabon, Ghana, Grand Cayman, Guadeloupe, Guam, Guyana, Haiti,
Reunion, Ivory Coast, Martinique, Nicaragua, Nigeria, Paraguay, Surinam, Uganda
and Zaire through association arrangements with local agencies operating in
those countries.
For information concerning revenues and long-lived assets on a geographical
basis for each of the last three years, reference is made to Note 12: Geographic
Areas of the Notes to the Consolidated Financial Statements in the Company's
Annual Report to Stockholders for the year ended December 31, 2000, which Note
is hereby incorporated by reference.
DEVELOPMENTS IN 2000
- --------------------
The Company completed a number of acquisitions within the United States and
abroad in 2000.
See Note 4 to the Consolidated Financial Statements incorporated by
reference in this Report on Form 10-K for a discussion of acquisitions.
REVENUE
- -------
The Company generates revenue from planning, creating and placing
advertising in various media and from planning and executing other
communications or marketing programs. Historically, the commission customary in
the industry was 15% of the gross charge ("billings") for advertising space or
time; more recently lower commissions have been negotiated, but often with
additional incentives paid for better performance. For example, an incentive
component is frequently included in arrangements with clients based on
improvements in an advertised brand's awareness or image, or increases in a
client's sales or market share of the products or services being advertised.
Under commission arrangements, media bill the Company at their gross rates. The
Company bills these amounts to its clients, remits the net charges to the media
and retains the balance as its commission. Some clients, however, prefer to
compensate the Company on a fee basis, under which the Company bills its client
for the net charges billed by the media plus an agreed-upon fee. These fees
usually are calculated to reflect the Company's hourly rates and out-of-pocket
expenses incurred on the client's behalf, plus proportional overhead and a
profit mark-up.
Normally, the Company, like other agencies, is primarily responsible for
paying the media with respect to firm contracts for advertising time or space
placed on its clients' behalf. This is a problem only if the client is unable to
pay the Company because of insolvency or bankruptcy. The Company makes serious
efforts to reduce the risk from a client's insolvency, including (1) carrying
out credit clearances, (2) requiring in some cases payment of media in advance,
or (3) agreeing with the media that the Company will be solely liable to pay the
media only after the client has paid the Company for the media charges.
The Company also receives commissions from clients for planning and
supervising work done by outside contractors in the physical preparation of
finished print advertisements and the production of television and radio
commercials and other forms of advertising. This commission is customarily
17.65% of the outside contractor's net charge, which is the same as 15.0% of the
outside contractor's total charges including commission. With the expansion of
negotiated fees, the terms on which outstanding contractors' charges are billed
are subject to wide variations and even include in some instances the
elimination of commissions entirely, provided that there are adequate negotiated
fees.
The Company also derives revenue in many other ways, including the planning
and placement in media of advertising produced by unrelated advertising
agencies; the maintenance of specialized media placement facilities; the
creation and publication of brochures, billboards, point of sale materials and
direct marketing pieces for clients; the planning and carrying out of
specialized marketing research; public relations campaigns, creating and
managing special events at which clients' products are featured; and designing
and carrying out interactive programs for special uses.
The five clients of the Company that made the largest revenue contribution
in 2000 accounted individually for approximately 1.6% to 7.3% of such revenue
and in the aggregate accounted for over approximately 15% of such revenue.
Twenty clients of the Company accounted for approximately 26% of such revenue.
Based on revenue, the five largest clients of the Company are General Motors
Corporation, Nestle, Unilever and Johnson & Johnson and Coca-Cola. General
Motors Corporation first became a client of one of the Company's agencies in
1916 in the United States. Predecessors of several of the Lintas agencies have
supplied advertising services to Unilever since 1893. The client relationship
with Nestle began in 1940 in Argentina. While the loss of the entire business of
one of the Company's five largest clients might have a material adverse effect
upon the business of the Company, the Company believes that it is very unlikely
that the entire business of any of these clients would be lost at the same time,
because it represents several different brands or divisions of each of these
clients in a number of geographical markets - in each case through more than one
of the Company's agency systems.
Representation of a client rarely means that the Company handles
advertising for all brands or product lines of the client in all geographical
locations. Any client may transfer its business from an agency within the
Company to a competing agency, and a client may reduce its marketing budget at
any time.
The Company's agencies in many instances have written contracts with their
clients. As is customary in the industry, these contracts provide for
termination by either party on relatively short notice, usually 90 days but
sometimes shorter or longer. In 2000, however, 21% of revenue was derived from
clients that had been associated with one or more of the Company's agencies or
their predecessors for 20 or more years.
PERSONNEL
- ---------
As of January 1, 2001, the Company employed approximately 48,200 persons,
of whom nearly 20,100 were employed in the United States. Because of the
personal service character of the marketing communications business, the quality
of personnel is of crucial importance to continuing success. There is keen
competition for qualified employees. Interpublic considers its employee
relations to be satisfactory.
The Company has an active program for training personnel. The program
includes meetings and seminars throughout the world. It also involves training
personnel in its offices in New York and in its larger offices worldwide.
COMPETITION AND OTHER FACTORS
- -----------------------------
The advertising agency and other marketing communications and marketing
services businesses are highly competitive. The Company's agencies and media
services must compete with other agencies and with other providers of creative
or media services which are not themselves advertising agencies, in order to
maintain existing client relationships and to obtain new clients. Competition in
the advertising agency business depends to a large extent on the client's
perception of the quality of an agency's "creative product". An agency's ability
to serve clients, particularly large international clients, on a broad
geographic basis is also an important competitive consideration. On the other
hand, because an agency's principal asset is its people, freedom of entry into
the business is almost unlimited and quite small agencies are, on occasion, able
to take all or some portion of a client's account from a much larger competitor.
Moreover, increasing size bring some limitations to an agency's potential
for securing new business, because many clients prefer not to be represented by
an agency that represents a competitor. Also, clients frequently wish to have
different products represented by different agencies. The fact that the Company
owns two separate worldwide agency systems and interests in other advertising
agencies gives it additional competitive opportunities.
The advertising and marketing communications businesses is subject to
government regulation, both domestic and foreign. There has been an increasing
tendency in the United States on the part of advertisers to resort to the
courts, industry and self-regulatory bodies to challenge comparative advertising
on the grounds that the advertising is false and deceptive. Through the years,
there has been a continuing expansion of specific rules, prohibitions, media
restrictions, labeling disclosures and warning requirements with respect to the
advertising for certain products. Representatives within certain government
bodies, both domestic and foreign, continue to initiate proposals to ban the
advertising of specific products and to impose taxes on or deny deductions for
advertising which, if successful, may have an adverse effect on advertising
expenditures.
The international operations of the Company still remain exposed to certain
risks which affect foreign operations of all kinds, such as local legislation,
monetary devaluation, exchange control restrictions and unstable political
conditions. In addition, international advertising agencies are still subject to
ownership restrictions in certain countries because they are considered an
integral factor in the communications process.
STATEMENT REGARDING FORWARD LOOKING DISCLOSURE
- ----------------------------------------------
Certain sections of this report, including "Business", "Competition and
Other Factors" and "Management's Discussion and Analysis of Financial Condition
and Results of Operations" contain forward looking statements concerning future
events and developments that involve risks and uncertainties, including those
associated with the effect of national and regional economic conditions, the
ability of the Company to attract new clients and retain existing clients, the
financial success of clients of the Company, other developments of clients of
the Company, and developments from changes in the regulatory and legal
environment for advertising agencies around the world.
Item 2. Properties
----------
Most of the operations of the Company are conducted in leased premises, and
its physical property consists primarily of leasehold improvements, furniture,
fixtures and equipment. These facilities are located in various cities in which
the Company does business throughout the world. However, subsidiaries of the
Company own office buildings in Garden City, New York; Blair, Nebraska; Warren,
Michigan; Frankfurt, Germany; Sao Paulo, Brazil; Lima, Peru; Mexico City,
Mexico; Santiago, Chile; and Brussels, Belgium and own office condominiums in
Buenos Aires, Argentina; Bogota, Colombia; Manila, the Philippines; in England,
subsidiaries of the Company own office buildings in London, Manchester,
Birmingham and Stoke-on-Trent.
The Company's ownership of the office building in Frankfurt is subject to
three mortgages which became effective on or about February 1993. These
mortgages terminate at different dates, with the last to expire in February
2003. Reference is made to Note 10: Long-Term Debt, of the Notes to the
Consolidated Financial Statements in the Company's Annual Report to Stockholders
for the year ended December 31, 2000, which Note is hereby incorporated by
reference.
Item 3. Legal Proceedings
-----------------
Neither the Company nor any of its subsidiaries are subject to any pending
material legal proceedings.
Item 4. Submission of Matters to a Vote of Security Holders
---------------------------------------------------
Not applicable.
EXECUTIVE OFFICERS OF THE REGISTRANT
- ------------------------------------
There follows the information disclosed in accordance with Item 401 of
Regulation S-K of the Securities and Exchange Commission (the "Commission") as
required by Item 10 of Form 10-K with respect to executive officers of the
Registrant.
Name Age Office
- ---- --- ------
John J. Dooner, Jr. (1) 52 Chairman of the Board, President and
Chief Executive Officer
Sean F. Orr (1) 46 Executive Vice President, Chief
Financial Officer
Nicholas J. Camera 54 Senior Vice President, General
Counsel and Secretary
Thomas J. Dowling 49 Senior Vice President-Financial
Administration
C. Kent Kroeber 62 Senior Vice President-Human
Resources
Barry R. Linsky 59 Executive Vice President-Planning
and Business Development
Frank B. Lowe (1) 59 Chairman of the Board and Chief
Executive Officer of Lowe Lintas
and Partners
Frederick Molz 44 Vice President and Controller
Bruce S. Nelson 49 Executive Vice President and Chief
Marketing Officer
Susan V. Watson 48 Senior Vice President-Investor Relations
- ----------
[FN]
(1) Also a Director
There is no family relationship among any of the executive officers.
The employment histories for the past five years of Messrs. Dooner, Lowe
and Orr are incorporated by reference to the Proxy Statement for Interpublic's
2001 Annual Meeting of Stockholders.
Mr. Camera joined Interpublic in May, 1993. He was elected Vice President,
Assistant General Counsel and Assistant Secretary in June, 1994, Vice President,
General Counsel and Secretary in December, 1995, and Senior Vice President,
General Counsel and Secretary in February, 2000.
Mr. Dowling was elected Senior Vice President-Financial Administration of
Interpublic effective February, 2001. He joined Interpublic in January, 2000 as
Vice President and General Auditor.
Mr. Kroeber joined Interpublic in January, 1966 as Manager of Compensation
and Training. He was elected Vice President in 1970 and Senior Vice President in
May, 1980.
Mr. Linsky joined Interpublic in January, 1991 when he was elected Senior
Vice President-Planning and Business Development. Prior to that time, he was
Executive Vice President, Account Management of Lowe & Partners, Inc. Mr. Linsky
was elected to that position in July, 1980, when the corporation was known as
The Marschalk Company and was a subsidiary of Interpublic. Mr. Linsky was
elected Executive Vice President of Interpublic in February 2001.
Mr. Molz was elected Vice President and Controller of Interpublic effective
January, 1999. He joined Interpublic in August, 1982, and his most recent
position was Senior Vice President-Financial Operations of Ammirati Puris Lintas
Worldwide, a subsidiary of Interpublic, since April, 1994. He also held previous
positions in the Interpublic Controller's Department and Tax Department.
Mr. Nelson joined Interpublic in September, 2000 as Executive Vice
President, Chief Marketing Officer. Prior to that he had pursued a
multi-disciplinary career with McCann-Erickson for 19 years before leaving as
Executive Vice President, Director of Worldwide Accounts to serve as Vice
Chairman, Chief Knowledge Officer at Young & Rubicam Inc.
Ms. Watson joined Interpublic in October 2000. Prior to joining the
company, she was Vice President, Investor Relations at PepsiCo, Inc. and
previously was employed by Nielsen Media Research and Gannett Co. in a similar
capacity.
PART II
Item 5. Market for the Registrant's Common Equity and Related Stockholder
-----------------------------------------------------------------
Matters
-------
The response to this Item is incorporated:
(i) by reference to the Registrant's Annual Report to Stockholders for the
year ended December 31, 2000. See the heading: Results by Quarter
(Unaudited), and Note 2: Stockholders' Equity, of the Notes to the
Consolidated Financial Statements and information under the heading
Transfer Agent and Registrar for Common Stock;
(ii) On October 5, 2000 the Registrant issued 20,764 shares of Interpublic
Stock and paid Pounds Sterling 1.19 million in cash to the former
shareholders of a company as part of the initial payment for 100% of
the shares of the company which was acquired in the third quarter of
2000. The shares of Interpublic Stock were valued at US$726,102 at the
date of issuance. The shares of Interpublic Stock were issued by the
Registrant without registration in an "off shore transaction" and
solely to "non U.S. persons" in reliance on Rule 903(b)3) of
Regulation S under the Securities Act.
(iii)On November 9, 2000, the Registrant issued 9,913 shares of Interpublic
Stock and paid US$1,000,000 in cash to the Seller of the business and
assets of a company representing the consideration paid at Closing.
The shares of Interpublic Stock were valued at US$400,000 at the date
of issuance. The shares of Interpublic Stock were issued by the
Registrant without registration in reliance on Section 4(2) under the
Securities Act, based on the sophistication of the acquired company's
former stockholder.
(iv) On December 31, 2000, the Registrant issued 53,666 shares of
Interpublic Stock to former shareholders in respect of the downpayment
for the acquisition of 100% of a company. The shares of Interpublic
Stock were valued at US$2,150,000 at the date of issuance. The shares
of Interpublic Stock were issued by the Registrant without
registration in reliance on Section 4(2) under the Securities Act,
based on the sophistication of the acquired company's former
stockholder.
(v) On October 24, 2000, the Registrant issued 26,792 shares of
Interpublic Stock and paid Austrian Dollars 36,515,274 in cash to the
former shareholders of a company as part of a deferred payment for 41%
of the shares of the company 45% of which was acquired in the first
quarter of 1997. The shares of Interpublic Stock were valued at
US$1,009,533 at the date of issuance. The shares of Interpublic Stock
were issued by the Registrant without registration in an "off shore
transaction" and solely to "non US persons" in reliance on Rule
903(b)(3) of Regulation S under the Securities Act.
(vi) On October 24, 2000, the Registrant issued 26,789 shares of
Interpublic Stock and paid Austrian Dollars 20,913,157 in cash to the
former shareholders of a company as part of a deferred payment for the
remaining 51% of the shares of the company 49% of which was acquired
in the first quarter of 1997. The shares of Interpublic Stock were
valued at US$1,009,533 at the date of issuance. The shares of
Interpublic Stock were issued by the Registrant without registration
in an "off shore transaction" and solely to "non US persons" in
reliance on Rule 903(b)(3) of Regulation S under the Securities Act.
(vii)On September 14, 2000, in respect of the second installment for the
acquisition of 80% of the company acquired in the second quarter of
1998, the Registrant issued 5,880 shares of Interpublic Stock and paid
Swiss Francs 695,752 in cash to the former shareholders of a company
as part of a deferred payment for the remaining 51% of the shares of
the company 49% of which was acquired in the first quarter of 1997.
The shares of Interpublic Stock were valued at US$225,542 at the date
of issuance. The shares of Interpublic Stock were issued by the
Registrant without registration in an "off shore transaction" and
solely to "non US persons" in reliance on Rule 903(b)(3) of Regulation
S under the Securities Act.
(viii) On November 7, 2000, in respect of the final payment for 31% and 20%
equity purchases, the Registrant issued 35,890 shares of Interpublic
Stock for the 31% and 62,274 shares of Interpublic Stock for the 20%.
The shares of Interpublic Stock were valued at US$3,866,903 at the
date of issuance.
Item 6. Selected Financial Data
-----------------------
The response to this Item is incorporated by reference to the Registrant's
Annual Report to Stockholders for the year ended December 31, 2000 under the
heading Selected Financial Data for Five Years.
Item 7. Management's Discussion and Analysis of Financial Condition and
---------------------------------------------------------------
Results of Operations
---------------------
The response to this Item is incorporated by reference to the Registrant's
Annual Report to Stockholders for the year ended December 31, 2000 under the
heading Management's Discussion and Analysis of Financial Condition and Results
of Operations.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
----------------------------------------------------------
The response to this Item is incorporated by reference to the Registrant's
Annual Report to Stockholders for the year ended December 31, 2000 under the
heading Management's Discussion and Analysis of Financial Condition and Results
of Operations.
Item 8. Financial Statements and Supplementary Data
-------------------------------------------
The response to this Item is incorporated in part by reference to the
Registrant's Annual Report to Stockholders for the year ended December 31, 2000
under the headings Financial Statements and Notes to the Consolidated Financial
Statements. Reference is also made to the Financial Statement Schedule listed
under Item 14(a) of this Report on Form 10-K.
Item 9. Changes in and Disagreements with Accountants on Accounting and
---------------------------------------------------------------
Financial Disclosure
--------------------
Not applicable.
PART III
Item 10. Directors and Executive Officers of the Registrant
--------------------------------------------------
The information required by this Item is incorporated by reference to the
Registrant's Proxy Statement for its 2001 Annual Meeting of Stockholders (the
"Proxy Statement"), to be filed not later than 120 days after the end of the
2000 calendar year, except for the description of Interpublic's Executive
Officers which appears in Part I of this Report on Form 10-K under the heading
"Executive Officers of the Registrant".
Item 11. Executive Compensation
----------------------
The information required by this Item is incorporated by reference to the
Proxy Statement. Such incorporation by reference shall not be deemed to
incorporate specifically by reference the information referred to in Item
402(a)(8) of Regulation S-K.
Item 12. Security Ownership of Certain Beneficial Owners and Management
--------------------------------------------------------------
The information required by this Item is incorporated by reference to the
Proxy Statement.
Item 13. Certain Relationships and Related Transactions
----------------------------------------------
The information required by this Item is incorporated by reference to the
Proxy Statement. Such incorporation by reference shall not be deemed to
incorporate specifically by reference the information referred to in Item
402(a)(8) of Regulation S-K.
PART IV
Item 14. Exhibits, Financial Statement Schedule, and Reports on Form 8-K
---------------------------------------------------------------
(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:
See the Index to Financial Statements on page F-1.
2. Financial Statement Schedule:
See the Index to Financial Statement Schedule on page F-1.
3. Exhibits:
(Numbers used are the numbers assigned in Item 601 of Regulation S-K and
the EDGAR Filer Manual. An additional copy of this exhibit index immediately
precedes the exhibits filed with this Report on Form 10-K and the exhibits
transmitted to the Commission as part of the electronic filing of the Report.)
Exhibit No. Description
- ----------- -----------
3 (i) The Restated Certificate of Incorporation of the Registrant, as
amended is incorporated by reference to its Report on Form 10-Q
for the quarter ended June 30, 1999. See Commission file number
1-6686.
(ii) The By-Laws of the Registrant, amended as of February 19, 1991,
are incorporated by reference to its Report on Form 10-K for the
year ended December 31, 1990. See Commission file number 1-6686.
4 Instruments Defining the Rights of Security Holders.
(i) Indenture, dated as of September 16, 1997 between Interpublic and
The Bank of New York is incorporated by reference to the
Registrant's Report on Form 10-Q for the quarter ended September
30, 1998. See Commission file number 1-6686.
(ii) The Preferred Share Purchase Rights Plan as adopted on July 18,
1989 is incorporated by reference to Registrant's Registration
Statement on Form 8-A dated August 1, 1989 (No. 00017904) and, as
amended, by reference to Registrant's Registration Statement on
Form 8 dated October 3, 1989 (No. 00106686).
10 Material Contracts.
(a) Purchase Agreement, dated September 10, 1997, among The Interpublic
Group of Companies, Inc. ("Interpublic"), Morgan Stanley & Co.,
Incorporated, Goldman Sachs and Co. and SBC Warburg Dillon Read Inc.
is incorporated by reference to the Registrant's Report on Form 10-Q
for the quarter ended September 30, 1999. See Commission file number
1-6686.
(b) Employment, Consultancy and other Compensatory Arrangements with
Management.
Employment and Consultancy Agreements and any amendments or
supplements thereto and other compensatory arrangements filed with
the Registrant's Reports on Form 10-K for the years ended December
31, 1980 through December 31, 1998 inclusive, or filed with the
Registrant's Reports on Form 10-Q for the periods ended March 31,
2000, June 30, 2000 and September 30, 2000 are incorporated by
reference in this Report on Form 10-K. See Commission file number
1-6686. Listed below are agreements or amendments to agreements
between the Registrant and its executive officers which remain in
effect on and after the date hereof or were executed during the year
ended December 31, 2000 and thereafter, unless previously submitted,
which are filed as exhibits to this Report on Form 10-K.
(i) James R. Heekin
---------------
(a) Employment Agreement dated as of October 25, 1993 between
Interpublic and James R. Heekin.
(b) Executive Special Benefit Agreement dated as of January
1, 1994 between Interpublic and James R. Heekin.
(c) Executive Severance Agreement dated as of January 1, 1998
between Interpublic and James R. Heekin.
(d) Employment Agreement dated as of January 1, 1998 between
Interpublic and James R. Heekin.
(e) Executive Special Benefit Agreement dated as of February
1, 1998 between Interpublic and James R. Heekin.
(f) Supplemental Agreement to an Employment Agreement dated as
of March 28, 2000 between Interpublic and James R. Heekin.
(g) Supplemental Agreement to an Executive Severance Agreement
dated as of June 1, 2000 between Interpublic and James R.
Heekin.
(h) Executive Special Benefit Agreement dated as of January 1,
2000 between Interpublic and James R. Heekin.
(ii) Barry R. Linsky
---------------
(a) Supplemental Agreement to an Executive Special Benefit
Agreement dated as of June 30, 2000 between Interpublic
and Barry R. Linsky.
(b) Executive Special Benefit-Income Replacement Agreement
dated as of June 1, 2000 between Interpublic and Barry R.
Linsky.
(c) Supplemental Agreement dated as of March 26, 2001, between
Interpublic and Barry R. Linsky.
(iii)C. Kent Kroeber
---------------
(a) Supplemental Agreement to an Executive Special Benefit
Agreement dated as of June 30, 2000 between Interpublic
and C. Kent Kroeber.
(b) Executive Special Benefit-Income Replacement Agreement
dated as of June 1, 2000 between Interpublic and C. Kent
Kroeber.
(iv) Thomas J. Volpe
---------------
(a) Supplemental Agreement to an Executive Special Benefit
Agreement dated as of June 30, 2000 between Interpublic
and Thomas J. Volpe.
(b) Supplemental Agreement to an Executive Special
Benefit-Income Replacement Agreement dated as of June 30,
2000 between Interpublic and Thomas J. Volpe.
(c) Executive Special Benefit Agreement dated as of March 21,
2000 between Interpublic and Thomas J. Volpe.
(d) Executive Special Benefit-Income Replacement Agreement
dated as of June 1, 2000 between Interpublic and Thomas J.
Volpe.
(v) Bruce Nelson
------------
(a) Employment Agreement dated as of September 5, 2000 between
Interpublic and Bruce Nelson.
(b) Executive Special Benefit Agreement dated as of September
1, 2000 between Interpublic and Bruce Nelson.
(c) Supplemental Agreement dated as of September 1, 2000 to an
Executive Special Benefit Agreement dated as of January 1,
1986 between Interpublic and Bruce Nelson.
(vi) Frank B. Lowe
-------------
(a) Employment Agreement dated as of January 1, 2001 between
Interpublic and Frank B. Lowe.
(b) Supplemental Agreement to an Employment Agreement dated as
of January 2, 2001 between Interpublic and Frank B. Lowe.
(c) Executive Special Benefit Agreement dated as of January
15, 2001 between Interpublic and Frank B. Lowe.
(c) Executive Compensation Plans.
(i) Trust Agreement, dated as of June 1, 1990 between Interpublic,
Lintas Campbell-Ewald Company, McCann-Erickson USA, Inc.,
McCann-Erickson Marketing, Inc., Lintas, Inc. and Chemical
Bank, as Trustee, is incorporated by reference to Registrant's
Annual Report on Form 10-K for the year ended December 31,
1990. See Commission file number 1-6686.
(ii) The Stock Option Plan (1988) and the Achievement Stock Award
Plan of the Registrant are incorporated by reference to
Appendices C and D of the Prospectus dated May 4, 1989 forming
part of its Registration Statement on Form S-8 (No. 33-28143).
(iii) The Management Incentive Compensation Plan of the Registrant
is incorporated by reference to the Registrant's Report on
Form 10-Q for the quarter ended June 30, 1995. See Commission
file number 1-6686.
(iv) The 1986 Stock Incentive Plan of the Registrant is
incorporated by reference to Registrant's Annual Report on
Form 10-K for the year ended December 31, 1993. See Commission
file number 1-6686.
(v) The 1986 United Kingdom Stock Option Plan of the Registrant is
incorporated by reference to Registrant's Annual Report on
Form 10-K for the year ended December 31, 1992. See Commission
file number 1-6686.
(vi) The Employee Stock Purchase Plan (1985) of the Registrant, as
amended, is incorporated by reference to Registrant's Annual
Report on Form 10-K for the year ended December 31, 1993. See
Commission file number 1-6686.
(vii) The Long-Term Performance Incentive Plan of the Registrant is
incorporated by reference to Appendix A of the Prospectus
dated December 12, 1988 forming part of its Registration
Statement on Form S-8 (No. 33-25555).
(viii) Resolution of the Board of Directors adopted on February 16,
1993, amending the Long-Term Performance Incentive Plan is
incorporated by reference to Registrant's Annual Report on
Form 10-K for the year ended December 31, 1992. See Commission
file number 1-6686.
(ix) Resolution of the Board of Directors adopted on May 16, 1989
amending the Long-Term Performance Incentive Plan is
incorporated by reference to Registrant's Report on Form 10-K
for the year ended December 31, 1989. See Commission file
number 1-6686.
(x) The 1996 Stock Incentive Plan of the Registrant is
incorporated by reference to the Registrant's Report on Form
10-Q for the quarter ended June 30, 1996. See Commission file
number 1-6686.
(xi) The 1997 Performance Incentive Plan of the Registrant is
incorporated by reference to the Registrant's Report on Form
10-Q for the quarter ended June 30, 1997. See Commission file
number 1-6686.
(d) Loan Agreements.
(i) Other Loan and Guaranty Agreements filed with the Registrant's
Annual Report on Form 10-K for the years ended December 31,
1988 and December 31, 1986 are incorporated by reference in
this Report on Form 10-K. Other Credit Agreements, amendments
to various Credit Agreements, Supplemental Agreements,
Termination Agreements, Loan Agreements, Note Purchase
Agreements, Guarantees and Intercreditor Agreements filed with
the Registrant's Report on Form 10-K for the years ended
December 31, 1989 through December 31, 1999, inclusive and
filed with Registrant's Reports on Form 10-Q for the periods
ended March 31, 2000, June 30, 2000 and September 30, 2000 are
incorporated by reference into this Report on Form 10-K. See
Commission file number 1-6686.
(e) Leases.
Material leases of premises are incorporated by reference to the
Registrant's Annual Report on Form 10-K for the years ended December
31, 1980 and December 31, 1988. See Commission file number 1-6686.
(f) Acquisition Agreement for Purchase of Real Estate.
Acquisition Agreement (in German) between Treuhandelsgesellschaft
Aktiengesellschaft & Co. Grundbesitz OHG and McCann-Erickson
Deutschland GmbH & Co. Management Property KG ("McCann-Erickson
Deutschland") and the English translation of the Acquisition
Agreement are incorporated by reference to Registrant's Annual Report
on Form 10-K for the year ended December 31, 1992. See Commission
file number 1-6686.
(g) Mortgage Agreements and Encumbrances.
(i) Summaries in German and English of Mortgage Agreements between
McCann-Erickson Deutschland and Frankfurter Hypothekenbank
Aktiengesellschaft ("Frankfurter Hypothekenbank"), Mortgage
Agreement, dated January 22, 1993, between McCann-Erickson
Deutschland and Frankfurter Hypothekenbank, Mortgage
Agreement, dated January 22, 1993, between McCann-Erickson
Deutschland and Hypothekenbank are incorporated by reference
to Registrant's Annual Report on Form 10-K for the year ended
December 31, 1993. See Commission file number 1-6686.
Summaries in German and English of Mortgage Agreement, between
McCann-Erickson Deutschland and Frankfurter Sparkasse and
Mortgage Agreement, dated January 7, 1993, between
McCann-Erickson Deutschland and Frankfurter Sparkasse are
incorporated by reference to Registrant's Annual Report on
Form 10-K for the year ended December 31, 1992. See Commission
file number 1-6686.
(ii) Summaries in German and English of Documents creating
Encumbrances in favor of Frankfurter Hypothekenbank and
Frankfurter Sparkasse in connection with the aforementioned
Mortgage Agreements, Encumbrance, dated January 15, 1993, in
favor of Frankfurter Hypothekenbank, and Encumbrance, dated
January 15, 1993, in favor of Frankfurter Sparkasse are
incorporated by reference to Registrant's Annual Report on
Form 10-K for the year ended December 31, 1992. See Commission
file number 1-6686.
(iii) Loan Agreement (in English and German), dated January 29, 1993
between Lintas Deutschland GmbH and McCann-Erickson
Deutschland is incorporated by reference to Registrant's
Annual Report on Form 10-K for the year ended December 31,
1992. See Commission file number 1-6686.
11 Computation of Earnings Per Share.
13 This Exhibit includes: (a) those portions of the Annual Report to
Stockholders for the year ended December 31, 2000 which are included
therein under the following headings: Financial Highlights; Report of
Management; Management's Discussion and Analysis of Financial Condition and
Results of Operations; Consolidated Balance Sheet; Consolidated Statement
of Income; Consolidated Statement of Cash Flows; Consolidated Statement of
Stockholders' Equity and Comprehensive Income; Notes to Consolidated
Financial Statements (the aforementioned Consolidated Financial Statements
together with the Notes to Consolidated Financial Statements hereinafter
shall be referred to as the "Consolidated Financial Statements"); Report of
Independent Accountants; Selected Financial Data for Five Years; Results by
Quarter (Unaudited); and Stockholders Information.
21 Subsidiaries of the Registrant.
23 Consent of Independent Accountants: PricewaterhouseCoopers LLP
Consent of Independent Public Accountants: J.H. Cohn LLP
Consent of Independent Accountants: Arthur Andersen LLP
24 Power of Attorney to sign Form 10-K and resolution of Board of Directors re
Power of Attorney.
99 The Company filed the following reports on Form 8-K during the quarter
ended December 31, 2000:
(i) Senior Debt Indenture dated as of October 20, 2000, by The
Interpublic Group of Companies, Inc. and The Bank of New York,
Trustee, relating to the 7.875% Notes due 2005 is incorporated by
reference to Exhibit 99.1 of the Registrant's Form 8-K dated October
24, 2000.
(ii) Underwriting Agreement dated as of October 17, 2000, relating to the
7.875% Notes due 2005 is incorporated by reference to Exhibit 99.2 of
the Registrant's Form 8-K dated October 24, 2000.
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.
THE INTERPUBLIC GROUP OF COMPANIES, INC.
(Registrant)
March 29, 2001 BY: /s/ John J. Dooner, Jr.
----------------------------------
John J. Dooner, Jr.
Chairman of the Board, President
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.
Name Title Date
---- ----- ----
/s/ John J. Dooner, Jr. Chairman of the Board, March 29, 2001
- ------------------------- President and Chief
John J. Dooner, Jr. Executive Officer (Principal
Executive Officer)
/s/ Sean F. Orr Executive Vice President, March 29, 2001
- ------------------------- Chief Financial Officer
Sean F. Orr (Principal Financial
Officer) and Director
/s/ Frank J. Borelli Director March 29,2001
- -------------------------
Frank J. Borelli
/s/ Reginald K. Brack Director March 29, 2001
- -------------------------
Reginald K. Brack
/s/ Jill M. Considine Director March 29, 2001
- -------------------------
Jill M. Considine
/s/ James R. Heekin Director March 29, 2001
- -------------------------
James R. Heekin
/s/ Frank B. Lowe Director March 29, 2001
- -------------------------
Frank B. Lowe
/s/ Michael A. Miles Director March 29, 2001
- -------------------------
Michael A. Miles
/s/ Frederick Molz Vice President and March 29, 2001
- ------------------------- Controller (Principal
Frederick Molz Accounting Officer)
/s/ Leif H. Olsen Director March 29, 2001
- -------------------------
Leif H. Olsen
/s/ J. Phillip Samper Director March 29, 2001
- -------------------------
J. Phillip Samper
By: /s/ Nicholas J. Camera
----------------------
Nicholas J. Camera
F-1
INDEX TO FINANCIAL STATEMENTS
The Financial Statements appearing under the headings: Financial Highlights,
Report of Management; Management's Discussion and Analysis of Financial
Condition and Results of Operations, Consolidated Financial Statements, Notes to
Consolidated Financial Statements, Report of Independent Accountants, Selected
Financial Data for Five Years and Results by Quarter (Unaudited), accompanying
the Annual Report to Stockholders for the year ended December 31, 2000, together
with the report thereon of PricewaterhouseCoopers LLP dated February 26, 2001
are incorporated by reference in this report on Form 10-K. With the exception of
the aforementioned information and the information incorporated in Items 5, 6
and 7, no other data appearing in the Annual Report to Stockholders for the year
ended December 31, 2000 is deemed to be filed as part of this report on Form
10-K.
The following financial statement schedule should be read in conjunction with
the financial statements in such Annual Report to Stockholders for the year
ended December 31, 2000. Financial statement schedules not included in this
report on Form 10-K have been omitted because they are not applicable or the
required information is shown in the financial statements or the notes thereto.
Separate financial statements for the companies which are 50% or less owned and
accounted for by the equity method have been omitted because, considered in the
aggregate as a single subsidiary, they do not constitute a significant
subsidiary.
INDEX TO FINANCIAL STATEMENT SCHEDULE
Page
Report of Independent Accountants on
Financial Statement Schedule F-2
Financial Statement Schedule Required to be filed by
Item 8 of this form:
II Valuation and Qualifying Accounts F-3
F-2
Report of Independent Accountants on
Financial Statement Schedule
To the Board of Directors and Stockholders of
The Interpublic Group of Companies, Inc.
Our audits of the consolidated financial statements referred to in our report
dated February 26, 2001, except for Note 15 which is as of March 19, 2001,
appearing in the 2000 Annual Report to Stockholders of The Interpublic Group of
Companies, Inc. (which report and consolidated financial statements are
incorporated by reference in this Annual Report on Form 10-K) also included an
audit of the financial statement schedule listed in Item 14(a)(2) of this Form
10-K. In our opinion, this financial statement schedule presents fairly, in all
material respects, the information set forth therein when read in conjunction
with the related consolidated financial statements.
PRICEWATERHOUSECOOPERS LLP
- --------------------------
New York, New York
February 26, 2001
F-3
SCHEDULE II
THE INTERPUBLIC GROUP OF COMPANIES, INC. AND ITS SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
For the Years Ended December 31, 2000, 1999 and 1998
================================================================================
(Dollars in thousands)
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E COLUMN F
- --------------------------------------------------------------------------------
Additions/(Deductions)
----------------------
Charged
Balance at Charged to to Other Balance
Beginning Costs & Accounts- Deductions- at End
Description of Period Expenses Describe Describe of Period
- --------------------------------------------------------------------------------
Allowance for Doubtful Accounts - deducted from Receivables in the Consolidated
Balance Sheet:
2000 $60,565 $24,125 $3,630(1) $(18,717)(3) $64,923
1,503(5) (4,792)(4)
(1,391)(2)
1999 $54,060 $24,013 $5,148(1) $(23,765)(3) $60,565
2,934(5) (1,215)(2)
(610)(4)
1998 $44,581 $20,421 $6,699(1) $(17,038)(3) $54,060
2,111(5) (3,310)(4)
596(2)
- -------------------
[FN]
(1) Allowance for doubtful accounts of acquired and newly consolidated
companies.
(2) Foreign currency translation adjustment.
(3) Principally amounts written off.
(4) Reversal of previously recorded allowances on accounts receivable.
(5) Miscellaneous.
INDEX TO DOCUMENTS
------------------
Exhibit No. Description
- ----------- -----------
3 (i) The Restated Certificate of Incorporation of the Registrant, as
amended is incorporated by reference to its Report on Form 10-Q
for the quarter ended June 30, 1999. See Commission file number
1-6686.
(ii) The By-Laws of the Registrant, amended as of February 19, 1991,
are incorporated by reference to its Report on Form 10-K for the
year ended December 31, 1990. See Commission file number 1-6686.
4 Instruments Defining the Rights of Security Holders.
(i) Indenture, dated as of September 16, 1997 between Interpublic
and The Bank of New York is incorporated by reference to the
Registrant's Report on Form 10-Q for the quarter ended September
30, 1998. See Commission file number 1-6686.
(ii) The Preferred Share Purchase Rights Plan as adopted on July 18,
1989 is incorporated by reference to Registrant's Registration
Statement on Form 8-A dated August 1, 1989 (No. 00017904) and,
as amended, by reference to Registrant's Registration Statement
on Form 8 dated October 3, 1989 (No. 00106686).
10 Material Contracts.
(a) Purchase Agreement, dated September 10, 1997, among The
Interpublic Group of Companies, Inc. ("Interpublic"), Morgan
Stanley & Co., Incorporated, Goldman Sachs and Co. and SBC
Warburg Dillon Read Inc. is incorporated by reference to the
Registrant's Report on Form 10-Q for the quarter ended September
30, 1999. See Commission file number 1-6686.
(b) Employment, Consultancy and other Compensatory Arrangements with
Management.
Employment and Consultancy Agreements and any amendments or
supplements thereto and other compensatory arrangements filed
with the Registrant's Reports on Form 10-K for the years ended
December 31, 1980 through December 31, 1998 inclusive, or filed
with the Registrant's Reports on Form 10-Q for the periods ended
March 31, 2000, June 30, 2000 and September 30, 2000 are
incorporated by reference in this Report on Form 10-K. See
Commission file number 1-6686. Listed below are agreements or
amendments to agreements between the Registrant and its
executive officers which remain in effect on and after the date
hereof or were executed during the year ended December 31, 2000
and thereafter, unless previously submitted, which are filed as
exhibits to this Report on Form 10-K.
(i) James R. Heekin
---------------
(a) Employment Agreement dated as of October 25, 1993
between Interpublic and James R. Heekin.
(b) Executive Special Benefit Agreement dated as of
January 1, 1994 between Interpublic and James R.
Heekin.
(c) Executive Severance Agreement dated as of January 1,
1998 between Interpublic and James R. Heekin.
(d) Employment Agreement dated as of January 1, 1998
between Interpublic and James R. Heekin.
(e) Executive Special Benefit Agreement dated as of
February 1, 1998 between Interpublic and James R.
Heekin.
(f) Supplemental Agreement to an Employment Agreement
dated as of March 28, 2000 between Interpublic and
James R. Heekin.
(g) Supplemental Agreement to an Executive Severance
Agreement dated as of June 1, 2000 between
Interpublic and James R. Heekin.
(h) Executive Special Benefit Agreement dated as of
January 1, 2000 between Interpublic and James R.
Heekin.
(ii) Barry R. Linsky
---------------
(a) Supplemental Agreement to an Executive Special
Benefit Agreement dated as of June 30, 2000 between
Interpublic and Barry R. Linsky.
(b) Executive Special Benefit-Income Replacement
Agreement dated as of June 1, 2000 between
Interpublic and Barry R. Linsky.
(c) Supplemental Agreement dated as of March 26, 2001
between Interpublic and Barry R. Linsky.
(iii) C. Kent Kroeber
---------------
(a) Supplemental Agreement to an Executive Special
Benefit Agreement dated as of June 30, 2000 between
Interpublic and C. Kent Kroeber.
(b) Executive Special Benefit-Income Replacement
Agreement dated as of June 1, 2000 between
Interpublic and C. Kent Kroeber.
(iv) Thomas J. Volpe
---------------
(a) Supplemental Agreement to an Executive Special
Benefit Agreement dated as of June 30, 2000 between
Interpublic and Thomas J. Volpe.
(b) Supplemental Agreement to an Executive Special
Benefit-Income Replacement Agreement dated as of
June 30, 2000 between Interpublic and Thomas J.
Volpe.
(c) Executive Special Benefit Agreement dated as of
March 21, 2000 between Interpublic and Thomas J.
Volpe.
(d) Executive Special Benefit-Income Replacement
Agreement dated as of June 1, 2000 between
Interpublic and Thomas J. Volpe.
(v) Bruce Nelson
------------
(a) Employment Agreement dated as of September 5, 2000
between Interpublic and Bruce Nelson.
(b) Executive Special Benefit Agreement dated as of
September 1, 2000 between Interpublic and Bruce
Nelson.
(c) Supplemental Agreement dated as of September 1, 2000
to an Executive Special Benefit Agreement dated as
of January 1, 1986 between Interpublic and Bruce
Nelson.
(vi) Frank B. Lowe
-------------
(a) Employment Agreement dated as of January 1, 2001
between Interpublic and Frank B. Lowe.
(b) Supplemental Agreement to an Employment Agreement
dated as of January 2, 2001 between Interpublic and
Frank B. Lowe.
(c) Executive Special Benefit Agreement dated as of
January 15, 2001 between Interpublic and Frank B.
Lowe.
(c) Executive Compensation Plans.
(i) Trust Agreement, dated as of June 1, 1990 between
Interpublic, Lintas Campbell-Ewald Company,
McCann-Erickson USA, Inc., McCann-Erickson Marketing,
Inc., Lintas, Inc. and Chemical Bank, as Trustee, is
incorporated by reference to Registrant's Annual Report
on Form 10-K for the year ended December 31, 1990. See
Commission file number 1-6686.
(ii) The Stock Option Plan (1988) and the Achievement Stock
Award Plan of the Registrant are incorporated by
reference to Appendices C and D of the Prospectus dated
May 4, 1989 forming part of its Registration Statement
on Form S-8 (No. 33-28143).
(iii) The Management Incentive Compensation Plan of the
Registrant is incorporated by reference to the
Registrant's Report on Form 10-Q for the quarter ended
June 30, 1995. See Commission file number 1-6686.
(iv) The 1986 Stock Incentive Plan of the Registrant is
incorporated by reference to Registrant's Annual Report
on Form 10-K for the year ended December 31, 1993. See
Commission file number 1-6686.
(v) The 1986 United Kingdom Stock Option Plan of the
Registrant is incorporated by reference to Registrant's
Annual Report on Form 10-K for the year ended December
31, 1992. See Commission file number 1-6686.
(vi) The Employee Stock Purchase Plan (1985) of the
Registrant, as amended, is incorporated by reference to
Registrant's Annual Report on Form 10-K for the year
ended December 31, 1993. See Commission file number
1-6686.
(vii) The Long-Term Performance Incentive Plan of the
Registrant is incorporated by reference to Appendix A of
the Prospectus dated December 12, 1988 forming part of
its Registration Statement on Form S-8 (No. 33-25555).
(viii) Resolution of the Board of Directors adopted on February
16, 1993, amending the Long-Term Performance Incentive
Plan is incorporated by reference to Registrant's Annual
Report on Form 10-K for the year ended December 31,
1992. See Commission file number 1-6686.
(ix) Resolution of the Board of Directors adopted on May 16,
1989 amending the Long-Term Performance Incentive Plan
is incorporated by reference to Registrant's Report on
Form 10-K for the year ended December 31, 1989. See
Commission file number 1-6686.
(x) The 1996 Stock Incentive Plan of the Registrant is
incorporated by reference to the Registrant's Report on
Form 10-Q for the quarter ended June 30, 1996. See
Commission file number 1-6686.
(xi) The 1997 Performance Incentive Plan of the Registrant is
incorporated by reference to the Registrant's Report on
Form 10-Q for the quarter ended June 30, 1997. See
Commission file number 1-6686.
(d) Loan Agreements.
(i) Other Loan and Guaranty Agreements filed with the
Registrant's Annual Report on Form 10-K for the years
ended December 31, 1988 and December 31, 1986 are
incorporated by reference in this Report on Form 10-K.
Other Credit Agreements, amendments to various Credit
Agreements, Supplemental Agreements, Termination
Agreements, Loan Agreements, Note Purchase Agreements,
Guarantees and Intercreditor Agreements filed with the
Registrant's Report on Form 10-K for the years ended
December 31, 1989 through December 31, 1999, inclusive
and filed with Registrant's Reports on Form 10-Q for the
periods ended March 31, 2000, June 30, 2000 and
September 30, 2000 are incorporated by reference into
this Report on Form 10-K. See Commission file number
1-6686.
(e) Leases.
Material leases of premises are incorporated by reference to the
Registrant's Annual Report on Form 10-K for the years ended
December 31, 1980 and December 31, 1988. See Commission file
number 1-6686.
(f) Acquisition Agreement for Purchase of Real Estate.
Acquisition Agreement (in German) between
Treuhandelsgesellschaft Aktiengesellschaft & Co. Grundbesitz OHG
and McCann-Erickson Deutschland GmbH & Co. Management Property
KG ("McCann-Erickson Deutschland") and the English translation
of the Acquisition Agreement are incorporated by reference to
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1992. See Commission file number 1-6686.
(g) Mortgage Agreements and Encumbrances.
(i) Summaries in German and English of Mortgage Agreements
between McCann-Erickson Deutschland and Frankfurter
Hypothekenbank Aktiengesellschaft ("Frankfurter
Hypothekenbank"), Mortgage Agreement, dated January 22,
1993, between McCann-Erickson Deutschland and
Frankfurter Hypothekenbank, Mortgage Agreement, dated
January 22, 1993, between McCann-Erickson Deutschland
and Hypothekenbank are incorporated by reference to
Registrant's Annual Report on Form 10-K for the year
ended December 31, 1993. See Commission file number
1-6686. Summaries in German and English of Mortgage
Agreement, between McCann-Erickson Deutschland and
Frankfurter Sparkasse and Mortgage Agreement, dated
January 7, 1993, between McCann-Erickson Deutschland and
Frankfurter Sparkasse are incorporated by reference to
Registrant's Annual Report on Form 10-K for the year
ended December 31, 1992. See Commission file number
1-6686.
(ii) Summaries in German and English of Documents creating
Encumbrances in favor of Frankfurter Hypothekenbank and
Frankfurter Sparkasse in connection with the
aforementioned Mortgage Agreements, Encumbrance, dated
January 15, 1993, in favor of Frankfurter
Hypothekenbank, and Encumbrance, dated January 15, 1993,
in favor of Frankfurter Sparkasse are incorporated by
reference to Registrant's Annual Report on Form 10-K for
the year ended December 31, 1992. See Commission file
number 1-6686.
(iii) Loan Agreement (in English and German), dated January
29, 1993 between Lintas Deutschland GmbH and
McCann-Erickson Deutschland is incorporated by reference
to Registrant's Annual Report on Form 10-K for the year
ended December 31, 1992. See Commission file number
1-6686.
11 Computation of Earnings Per Share.
13 This Exhibit includes: (a) those portions of the Annual Report to
Stockholders for the year ended December 31, 2000 which are included
therein under the following headings: Financial Highlights; Report of
Management; Management's Discussion and Analysis of Financial Condition and
Results of Operations; Consolidated Balance Sheet; Consolidated Statement
of Income; Consolidated Statement of Cash Flows; Consolidated Statement of
Stockholders' Equity and Comprehensive Income; Notes to Consolidated
Financial Statements (the aforementioned Consolidated Financial Statements
together with the Notes to Consolidated Financial Statements hereinafter
shall be referred to as the "Consolidated Financial Statements"); Report of
Independent Accountants; Selected Financial Data for Five Years; Results by
Quarter (Unaudited); and Stockholders Information.
21 Subsidiaries of the Registrant.
23 Consent of Independent Accountants: PricewaterhouseCoopers LLP
Consent of Independent Public Accountants: J.H. Cohn LLP
Consent of Independent Accountants: Arthur Andersen LLP
24 Power of Attorney to sign Form 10-K and resolution of Board of Directors re
Power of Attorney.
99 The Company filed the following reports on Form 8-K during the quarter
ended December 31, 2000:
(i) Senior Debt Indenture dated as of October 20, 2000, by The
Interpublic Group of Companies, Inc. and The Bank of New York,
Trustee, relating to the 7.875% Notes due 2005 is incorporated by
reference to Exhibit 99.1 of the Registrant's Form 8-K dated October
24, 2000.
(ii) Underwriting Agreement dated as of October 17, 2000, relating to the
7.875% Notes due 2005 is incorporated by reference to Exhibit 99.2 of
the Registrant's Form 8-K dated October 24, 2000.