FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Mark One)
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1994
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from_____________to________________
Commission file number 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, New York, New York 10020
(Address of principal executive offices) (Zip Code)
(212) 399-8000
(Registrant's telephone number, including area code)
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 the number of shares outstanding of each of
the issuer's classes of common stock, as of the
latest practicable date.
Common Stock outstanding at October 31, 1994:
76,956,291 shares.
PAGE
THE INTERPUBLIC GROUP OF COMPANIES, INC. AND ITS SUBSIDIARIES
I N D E X
Page
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheet
September 30, 1994 (Unaudited) and
December 31, 1993 3-4
Consolidated Income Statement
Three months ended September 30, 1994
and 1993 (Unaudited) 5
Consolidated Income Statement
Nine months ended September 30, 1994
and 1993 (Unaudited) 6
Consolidated Statement of Cash Flows
Nine months ended September 30, 1994
and 1993 (Unaudited) 7
Notes to Consolidated Financial Statements
(Unaudited) 8
Computation of Earnings Per Share
(Unaudited) 9 - 10
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 11 - 12
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 13
Item 6. Exhibits and Reports on Form 8-K 13 - 15
SIGNATURES 16
INDEX TO EXHIBITS 17 - 19
2
PART I - FINANCIAL INFORMATION
THE INTERPUBLIC GROUP OF COMPANIES, INC. AND ITS SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(Dollars in Thousands)
ASSETS
SEPTEMBER 30, DECEMBER 31,
1994 1993
(UNAUDITED)
Current Assets:
Cash and cash equivalents (includes
certificates of deposit: 1994-$87,227;
1993-$94,451) $ 233,515 $ 292,268
Marketable securities, at cost which
approximates market 39,145 30,106
Receivables (less allowance for doubtful
accounts: 1994-$16,112; 1993-$16,834) 1,523,061 1,525,717
Expenditures billable to clients 123,414 100,230
Prepaid expenses and other current assets 59,532 54,835
Total current assets 1,978,667 2,003,156
Other Assets:
Investment in unconsolidated affiliates 65,980 28,182
Deferred taxes on income 70,447 38,570
Other investments and miscellaneous assets 96,278 92,048
Total other assets 232,705 158,800
Fixed Assets, at cost:
Land and buildings 70,360 65,327
Furniture and equipment 306,301 268,387
376,661 333,714
Less accumulated depreciation 199,858 170,998
176,803 162,716
Unamortized leasehold improvements 54,787 53,975
Total fixed assets 231,590 216,691
Intangible Assets (less accumulated
amortization: 1994-$127,818;
1993-$111,710) 589,748 491,170
Total assets $3,032,710 $2,869,817
See accompanying notes to consolidated financial statements.
3
PAGE
THE INTERPUBLIC GROUP OF COMPANIES, INC. AND ITS SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(Dollars in Thousands Except Per Share Data)
LIABILITIES AND STOCKHOLDERS' EQUITY
SEPTEMBER 30, DECEMBER 31,
1994 1993
(UNAUDITED)
Current Liabilities:
Payable to banks $ 141,199 $ 147,075
Accounts payable 1,436,540 1,428,442
Accrued expenses 192,312 183,501
Accrued income taxes 78,870 76,963
Total current liabilities 1,848,921 1,835,981
Noncurrent Liabilities:
Long-term debt 131,378 118,088
Convertible subordinated debentures 109,884 107,997
Deferred compensation and reserve
for termination liabilities 204,528 146,774
Accrued postretirement benefits 44,480 44,480
Other noncurrent liabilities 34,095 39,274
Minority interests in consolidated
subsidiaries 11,193 13,208
Total noncurrent liabilities 535,558 469,821
Stockholders' Equity:
Preferred Stock, no par value
shares authorized: 20,000,000
shares issued:none
Common Stock, $.10 par value
shares authorized: 100,000,000
shares issued:
1994 - 87,435,548
1993 - 86,299,688 8,744 8,630
Additional paid-in capital 393,372 335,340
Retained earnings 603,234 570,267
Adjustment for minimum pension
liability (704) (704)
Cumulative translation adjustments (95,881) (116,432)
908,765 797,101
Less:
Treasury stock, at cost:
1994 - 10,972,727 shares
1993 - 11,449,031 shares 223,486 208,821
Unamortized expense of restricted
stock grants 37,048 24,265
Total stockholders' equity 648,231 564,015
Total Liabilities and Stockholders'
Equity $3,032,710 $2,869,817
See accompanying notes to consolidated financial statements.
4
THE INTERPUBLIC GROUP OF COMPANIES, INC. AND ITS SUBSIDIARIES
CONSOLIDATED INCOME STATEMENT
THREE MONTHS ENDED SEPTEMBER 30
(UNAUDITED)
(Dollars in Thousands Except Per Share Data)
1994 1993
Revenue $ 427,378 $ 399,268
Other income 13,130 11,759
Gross income 440,508 411,027
Costs and expenses:
Operating expenses 400,591 376,697
Interest 7,706 4,584
Total costs and expenses 408,297 381,281
Income before provision for income taxes 32,211 29,746
Provision for income taxes:
United States - federal 11,698 5,907
- state and local (90) 2,736
Foreign 2,671 4,415
Total provision for income taxes 14,279 13,058
Income of consolidated companies 17,932 16,688
Income applicable to minority interests (1,144) (1,872)
Equity in net income of unconsolidated
affiliates 616 (126)
Net income $ 17,404 $ 14,690
Weighted average number of common shares 75,565,452 74,980,761
Earnings per common and common equivalent
share $ .23 $ .20
Cash dividends per common share $ .140 $ .125
See accompanying notes to consolidated financial statements.
5
PAGE
THE INTERPUBLIC GROUP OF COMPANIES, INC. AND ITS SUBSIDIARIES
CONSOLIDATED INCOME STATEMENT
NINE MONTHS ENDED SEPTEMBER 30
(UNAUDITED)
(Dollars in Thousands Except Per Share Data)
1994 1993
Revenue $ 1,312,487 $ 1,247,840
Other income 46,488 36,730
Gross income 1,358,975 1,284,570
Costs and expenses:
Operating expenses 1,186,610 1,115,420
Interest 23,771 21,398
Total costs and expenses 1,210,381 1,136,818
Income before provision for income taxes 148,594 147,752
Provision for income taxes:
United States - federal 29,081 22,721
- state and local 7,875 9,082
Foreign 26,958 36,165
Total provision for income taxes 63,914 67,968
Income of consolidated companies 84,680 79,784
Income applicable to minority interests (1,691) (5,318)
Equity in net income of unconsolidated
affiliates 1,504 236
Income before effect of accounting
changes 84,493 74,702
Effect of accounting changes:
Postemployment benefits (21,780) -
Income taxes - (512)
Net income $ 62,713 $ 74,190
Weighted average number of common shares 75,184,671 75,261,301
Per Share Data:
Income before effect of accounting changes $ 1.12 1.00
Effect of accounting changes (.29) (.01)
Net income $ .83 $ .99
Cash dividends per common share $ .405 $ .365
See accompanying notes to consolidated financial statements.
6
PAGE
THE INTERPUBLIC GROUP OF COMPANIES, INC. AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30
(UNAUDITED)
(Dollars in Thousands)
CASH FLOWS FROM OPERATING ACTIVITIES: 1994 1993
Net income after effect of accounting changes $ 62,713 $ 74,190
Adjustments to reconcile net income to
cash provided by operating activities:
Effect of accounting changes 21,780 512
Depreciation and amortization of fixed assets 32,259 29,539
Amortization of intangible assets 16,108 13,978
Amortization of restricted stock awards 7,864 6,537
Equity in net income of unconsolidated affiliates (1,504) (236)
Income applicable to minority interests 1,691 5,318
Translation losses 13,322 12,040
Other (9,031) (3,589)
Changes in assets and liabilities, net of acquisitions:
Receivables 73,824 81,004
Expenditures billable to clients (22,590) (33,527)
Prepaid expenses and other assets (2,949) (11,055)
Accounts payable and accrued expenses (158,458) (131,321)
Accrued income taxes (5,230) 19,863
Deferred income taxes (31,200) -
Deferred compensation and reserve for termination
allowances 41,414 (6,023)
Net cash provided by operating activities 40,013 57,230
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisitions (48,236) (5,248)
Capital expenditures (34,931) (65,687)
Proceeds from sales of assets 38,578 1,154
Purchases of
marketable securities (8,507) (1,914)
Other investments and miscellaneous assets (3,507) (9,617)
Unconsolidated affiliates (3,753) (502)
Net cash used in investing activities (60,356) (81,814)
CASH FLOWS FROM FINANCING ACTIVITIES:
(Decrease)/increase in short-term borrowings (8,831) 32,740
Proceeds from long-term debt 25,000 43,553
Payments of debt (21,981) (14,261)
Treasury stock acquired (29,332) (24,006)
Issuance of Common Stock 10,215 16,212
Cash Dividends (29,746) (26,756)
Net cash (used in)/provided by financing activities (54,675) 27,482
Effect of exchange rates on cash and cash
equivalents 16,265 (6,161)
Decrease in cash and cash equivalents (58,753) (3,263)
Cash and cash equivalents at beginning of year 292,268 255,778
Cash and cash equivalents at end of quarter $233,515 $252,515
See accompanying notes to consolidated financial statements.
7PAGE
THE INTERPUBLIC GROUP OF COMPANIES, INC. AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. Consolidated Financial Statements
(a) The consolidated balance sheet as of September 30, 1994, the
consolidated income statements for the three months and nine months
ended September 30, 1994 and 1993 and the consolidated statement of
cash flows for the nine months ended September 30, 1994 and 1993, are
unaudited. In the opinion of management, all adjustments (which
include only normal recurring adjustments) necessary to present fairly
the financial position, results of operations and cash flows at
September 30, 1994 and for all periods presented have been made.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted
accounting principles have been omitted. It is suggested that these
consolidated financial statements be read in conjunction with the
consolidated financial statements and notes thereto included in The
Interpublic Group of Companies, Inc.'s (the "Company") December 31,
1993 annual report to stockholders. The results of operations for the
period ended September 30, 1994 are not necessarily indicative of the
operating results for the full year.
(b) FAS No. 95 "Statement of Cash Flows" requires disclosures of specific
cash payments and noncash investing and financing activities. The
Company considers all highly liquid investments with a maturity of
three months or less to be cash equivalents. Income tax cash payments
were approximately $52.7 million and $48.4 million in the first nine
months of 1994 and 1993, respectively. Interest payments during the
first nine months were approximately $14.9 million and $17.8 million
in 1994 and 1993, respectively.
(c) Effective January 1, 1993, the Company adopted FAS 109 "Accounting for
Income Taxes" and recorded a one-time charge of $512,000. This
statement requires the use of the liability method of accounting for
deferred income taxes.
(d) Effective January 1, 1994, the Company adopted FAS 112 "Employers'
Accounting for Postemployment Benefits" and recorded a one-time pre-
tax charge of $39.6 million or $21.8 million after-tax.
8
PAGE
Exhibit 11
THE INTERPUBLIC GROUP OF COMPANIES, INC. AND ITS SUBSIDIARIES
COMPUTATION OF EARNINGS PER SHARE
(UNAUDITED)
(Dollars in Thousands Except Per Share Data)
Three Months Ended September 30
Primary 1994 1993
Net income $ 17,404 $ 14,690
Add:
Dividends paid net of related income tax
applicable to restricted stock 92 107
Net income, as adjusted $ 17,496 $ 14,797
Weighted average number of common shares
outstanding 73,296,460 72,459,154
Weighted average number of incremental shares
in connection with restricted stock
and assumed exercise of stock options 2,268,992 2,521,607
Total 75,565,452 74,980,761
Earnings per common and common equivalent
share $ .23 $ .20
Three Months Ended September 30
Fully Diluted 1994 1993
Net income $ 17,404 $ 14,690
Add:
After tax interest savings on assumed
conversion of subordinated debentures 1,527 1,462
Dividends paid net of related income tax
applicable to restricted stock 96 117
Net income, as adjusted $ 19,027 $ 16,269
Weighted average number of common shares
outstanding 73,296,460 72,459,154
Weighted average number of incremental shares
in connection with restricted stock
and assumed exercise of stock options 2,320,752 2,634,325
Assumed conversion of subordinated
debentures 3,002,130 3,002,130
Total 78,619,342 78,095,609
Earnings per common and common equivalent
share $ .24 $ .21
9
PAGE
Exhibit 11
THE INTERPUBLIC GROUP OF COMPANIES, INC. AND ITS SUBSIDIARIES
COMPUTATION OF EARNINGS PER SHARE
(UNAUDITED)
(Dollars in Thousands Except Per Share Data)
Nine Months Ended September 30
Primary 1994 1993
Net income before effect of accounting
changes $ 84,493 $ 74,702
Effect of accounting changes (21,780) (512)
Add:
Dividends paid net of related income tax
applicable to restricted stock 264 307
Net income, as adjusted $ 62,977 $ 74,497
Weighted average number of common shares
outstanding 72,949,730 72,611,625
Weighted average number of incremental shares
in connection with restricted stock
and assumed exercise of stock options 2,234,941 2,649,676
Total 75,184,671 75,261,301
Per share data:
Income before effect of accounting changes 1.12 1.00
Effect of accounting changes (.29) (.01)
Net Income $ .83 $ .99
Nine Months Ended September 30
Fully Diluted 1994 1993
Net income before effect of accounting
changes $ 84,493 $ 74,702
Effect of accounting changes (21,780) (512)
Add:
After tax interest savings on assumed
conversion of subordinated debentures 4,547 4,385
Dividends paid net of related income tax
applicable to restricted stock 274 322
Net income, as adjusted $ 67,534 $ 78,897
Weighted average number of common shares
outstanding 72,949,730 72,611,625
Weighted average number of incremental shares
in connection with restricted stock
and assumed exercise of stock options 2,289,594 2,713,446
Assumed conversion of subordinated
debentures 3,002,130 3,002,130
Total 78,241,454 78,327,201
Per share data:
Income before effect of accounting changes 1.14 1.01
Effect of accounting changes (.28) (.01)
Net income $ .86 $ 1.00
10
PAGE
THE INTERPUBLIC GROUP OF COMPANIES, INC. AND ITS SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
Working capital at September 30, 1994 was $129.7 million, a decrease of
$37.4 million from December 31, 1993. The ratio of current assets to
current liabilities remained relatively unchanged from December 31, 1993 at
approximately 1.1 to 1.
In late October of 1994, Interpublic Group of Companies, Inc. (the
"Company") announced the execution of a merger agreement with Western
International Media Corporation. The closing of the transaction is
expected to take place during the fourth quarter of 1994.
The Company acquired Ammirati & Puris Holding Inc. effective July 18, 1994.
The closing of the transaction took place on August 2, 1994 at which time
Interpublic issued 1,092,629 shares of its Common Stock.
The Company sold an interest in Fremantle International in the third
quarter of 1994, in exchange for cash in the amount of $31.5 million and a
minority interest in All American Communications, Inc.
The principal use of the Company's working capital is to provide for the
operating needs of its advertising agencies, which include payments for
space or time purchased from various media on behalf of its clients. The
Company's practice is to bill and collect from its clients in sufficient
time to pay the amounts due media. Other uses of working capital include
the payment of cash dividends, acquisitions, capital expenditures and the
reduction of long-term debt. In addition, during the first nine months of
1994, the Company acquired 928,489 shares of its own stock for
approximately $29.3 million for the purposes of fulfilling the Company's
obligations under its various compensation plans.
11
RESULTS OF OPERATIONS
Three Months Ended September 30, 1994 Compared to Three Months Ended
September 30, 1993
Total revenue for the three months ended September 30, 1994 increased $28.1
million, or 7.0%, to $427.4 million compared to the same period in 1993.
Domestic revenue increased 3.1% from 1993 levels. Foreign revenue
increased 9.2% during the third quarter of 1994 compared to 1993. Other
income increased by $1.4 million during the third quarter of 1994.
Operating expenses increased $23.9 million or 6.3% during the three months
ended September 30, 1994 compared to the same period in 1993. Interest
expense increased by $3.1 million during the third quarter of 1994, as
compared to the same period in 1993.
Net losses from exchange and translation of foreign currencies for the
three months ended September 30, 1994 were approximately $.4 million versus
$3.8 million for the same period in 1993. The decrease in 1994 is
primarily due to decreased translation losses in Brazil.
The effective tax rate for the three months ended September 30, 1994 was
44.3%, as compared to 43.9% in 1993. The increase in the effective tax
rate is mainly due to the geographic mix of earnings.
The difference between the effective and statutory rates is primarily due
to foreign losses with no tax benefit, losses from translation of foreign
currencies which provided no tax benefit, state and local taxes, foreign
withholding taxes on dividends and nondeductible goodwill expense.
Nine Months Ended September 30, 1994 Compared to Nine Months Ended
September 30, 1993
Total revenue for the nine months ended September 30, 1994 increased $64.6
million, or 5.2%, to $1,312.5 million compared to the same period in 1993.
The U.S. dollar was slightly stronger during 1994 as compared to 1993,
which had a negligible impact on revenue. Domestic revenue increased 11.3%
from 1993 levels. Foreign revenue increased 2.0% during the nine months of
1994 compared to 1993. Other income increased $9.8 million in the nine
months of 1994 mainly due to increased interest income.
Operating expenses increased $71.2 million or 6.4% during the nine months
ended September 30, 1994 compared to the same period in 1993. Interest
expense increased 11.1% during the nine months ended September 30, 1994 as
compared to the same nine month period in 1993.
Net losses from exchange and translation of foreign currencies for the nine
months ended September 30, 1994 were approximately $9.8 million versus
$10.1 million for the same period in 1993. The decrease in 1994 is
primarily due to decreased translation losses in Brazil.
The effective tax rate for the nine months ended September 30, 1994 was
43.0%, as compared to 46.0% in 1993. The decrease in the effective tax
rate is mainly due to the geographic mix of earnings.
12
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
There have been no material developments in Haight et.
al. v. The American Tobacco Company et. al., the case
wherein several tobacco companies and their advertising
agencies are defendants, since the description of this
case in the Company's report on Form 10-K for the year
ended December 31, 1993.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit 10A Executive Special Benefit Agreement made as of
June 1, 1994, between Interpublic and Philip H.
Geier, Jr.
Exhibit 10B Employment Agreement made as of August 1, 1994,
between Interpublic and Kenneth L. Robbins.
Exhibit
10C(i) (a) Amendment, No. 3, dated as of August 15, 1994,
to the Credit Agreement, dated as of September
30, 1992, and effective as of December 30,
1992, between Interpublic and The Bank of New
York ("BONY").
Exhibit
10C(i) (b) Letter, dated August 11, 1994, executed by
BONY, extending the term of the aforementioned
Credit Agreement.
Exhibit
10C(ii)(a) Amendment, No. 3, dated as of August 15, 1994,
to Credit Agreement, dated as of September 30,
1992, and effective as of December 23, 1992,
between Interpublic and Chemical Bank
("Chemical").
Exhibit
10C(ii) (b) Letter, dated August 11, 1994, executed by
Chemical, extending the term of the
aforementioned Credit Agreement.
Exhibit
10C(iii) (a) Amendment, No. 3, dated as of August 15, 1994,
to the Credit Agreement, dated as of September
30, 1992, and effective as of December 22,
1992, between Interpublic and Citibank, N.A.
("Citibank").
13
Exhibit
10C(iii) (b) Letter, dated August 8, 1994, executed by
Citibank, extending the term of the
aforementioned Credit Agreement.
Exhibit
10C(iv) (a) Amendment, No. 3, dated as of August 15, 1994,
to the Credit Agreement, dated as of September
30, 1992, and effective as of December 16,
1992, between Interpublic and The Fuji Bank,
Limited ("Fuji").
Exhibit
10C(iv) (b) Letter, dated August 11, 1994, executed by
Fuji, extending the term of the aforementioned
Credit Agreement.
Exhibit
10C(v) (a) Amendment, No. 3, dated as of August 15, 1994,
to the Credit Agreement, dated as of September
30, 1992, and effective as of December 23,
1992, between Interpublic and NBD Bank, N.A.
("NBD").
Exhibit
10C(v) (b) Letter, dated August 11, 1994, executed by NBD
extending the term of the aforementioned Credit
Agreement.
Exhibit
10C(v) (c) Amendment, No. 4, dated as of August 15, 1994,
to the Term Loan Agreement, dated March 14,
1991, between Interpublic and NBD.
Exhibit
10C(vi) Amendment, No. 3, dated as of August 15, 1994,
to the Credit Agreement, dated as of September
30, 1992, and effective as of December 23,
1992, between Interpublic and Swiss Bank
Corporation.
Exhibit
10C(vii) (a) Amendment, No. 3, dated as of August 15, 1994,
to the Credit Agreement, dated as of September
30, 1992, and effective as of December 30,
1992, between Interpublic and Trust Company
Bank ("Trust").
Exhibit
10C(vii) (b) Letter, dated August 11, 1994, executed by
Trust, extending the term of the aforementioned
Credit Agreement.
14
Exhibit
10C(vii) (c) Amendment, No. 5, dated as of August 15, 1994,
to the Credit Agreement, dated as of March 14,
1991, between Interpublic and Trust.
Exhibit
10C(viii) (a) Amendment, No. 3, dated as of August 15, 1994,
to the Credit Agreement, dated as of September
30, 1992, and effective as of December 29,
1992, between Interpublic and Union Bank of
Switzerland ("UBS").
Exhibit
10C(viii) (b) Letter, dated August 11, 1994, executed by UBS,
extending the term of the aforementioned Credit
Agreement.
Exhibit 11 Computation of Earnings Per Share.
Exhibit 27 Fianancial Data Schedule
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the quarter
ended September 30, 1994.
15
PAGE
SIGNATURES
Pursuant to the requirements 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)
Date: November 14, 1994 By /S/ Philip H. Geier, Jr.
Philip H. Geier, Jr.
Chairman of the Board,
President and Chief
Executive Officer
Date: November 14, 1994 By /S/ Eugene P. Beard
Eugene P. Beard
Executive Vice President -
Finance and Operations,
Chief Financial Officer
16
PAGE
THE INTERPUBLIC GROUP OF COMPANIES, INC. AND ITS SUBSIDIARIES
INDEX TO EXHIBITS
Exhibit No. Description
Exhibit 10A Executive Special Benefit Agreement made as
of June 1, 1994, between Interpublic and
Philip H. Geier, Jr.
Exhibit 10B Employment Agreement made as of August 1,
1994, between Interpublic and Kenneth L.
Robbins.
Exhibit
10C(i) (a) Amendment, No. 3, dated as of August 15,
1994, to the Credit Agreement, dated as of
September 30, 1992, and effective as of
December 30, 1992, between Interpublic and
The Bank of New York ("BONY").
Exhibit
10C(i) (b) Letter, dated August 11, 1994, executed by
BONY, extending the term of the
aforementioned Credit Agreement.
Exhibit
10C(ii)(a) Amendment, No. 3, dated as of August 15,
1994, to Credit Agreement, dated as of
September 30, 1992, and effective as of
December 23, 1992, between Interpublic and
Chemical Bank ("Chemical").
Exhibit
10C(ii) (b) Letter, dated August 11, 1994, executed by
Chemical, extending the term of the
aforementioned Credit Agreement.
Exhibit
10C(iii) (a) Amendment, No. 3, dated as of August 15,
1994, to the Credit Agreement, dated as of
September 30, 1992, and effective as of
December 22, 1992, between Interpublic and
Citibank, N.A. ("Citibank").
17
Exhibit
10C(iii) (b) Letter, dated August 8, 1994, executed by
Citibank, extending the term of the
aforementioned Credit Agreement.
Exhibit
10C(iv) (a) Amendment, No. 3, dated as of August 15,
1994, to the Credit Agreement, dated as of
September 30, 1992, and effective as of
December 16, 1992, between Interpublic and
The Fuji Bank, Limited ("Fuji").
Exhibit
10C(iv) (b) Letter, dated August 11, 1994, executed by
Fuji, extending the term of the
aforementioned Credit Agreement.
Exhibit
10C(v) (a) Amendment, No. 3, dated as of August 15,
1994, to the Credit Agreement, dated as of
September 30, 1992, and effective as of
December 23, 1992, between Interpublic and
NBD Bank, N.A. ("NBD").
Exhibit
10C(v) (b) Letter, dated August 11, 1994, executed by
NBD extending the term of the aforementioned
Credit Agreement.
Exhibit
10C(v) (c) Amendment, No. 4, dated as of August 15,
1994, to the Term Loan Agreement, dated
March 14, 1991, between Interpublic and NBD.
Exhibit
10C(vi) Amendment, No. 3, dated as of August 15,
1994, to the Credit Agreement, dated as of
September 30, 1992, and effective as of
December 23, 1992, between Interpublic and
Swiss Bank Corporation.
Exhibit
10C(vii) (a) Amendment, No. 3, dated as of August 15,
1994, to the Credit Agreement, dated as of
September 30, 1992, and effective as of
December 30, 1992, between Interpublic and
Trust Company Bank ("Trust").
Exhibit
10C(vii) (b) Letter, dated August 11, 1994, executed by
Trust, extending the term of the
aforementioned Credit Agreement.
18
Exhibit
10C(vii) (c) Amendment, No. 5, dated as of August 15,
1994, to the Credit Agreement, dated as of
March 14, 1991, between Interpublic and
Trust.
Exhibit
10C(viii) (a) Amendment, No. 3, dated as of August 15,
1994, to the Credit Agreement, dated as of
September 30, 1992, and effective as of
December 29, 1992, between Interpublic and
Union Bank of Switzerland ("UBS").
Exhibit
10C(viii) (b) Letter, dated August 11, 1994, executed by
UBS, extending the term of the
aforementioned Credit Agreement.
Exhibit 11 Computation of Earnings Per Share.
Exhibit 27 Financial Data Schedule
19
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