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 ending September 30, 1995
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, 1995: 78,225,119
shares.
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THE INTERPUBLIC GROUP OF COMPANIES, INC. AND ITS SUBSIDIARIES
I N D E X
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheet
September 30, 1995 and
December 31, 1994 3-4
Consolidated Income Statement
Three months ended September 30, 1995
and 1994 5
Consolidated Income Statement
Nine months ended September 30, 1995
and 1994 6
Consolidated Statement of Cash Flows
Nine months ended September 30, 1995
and 1994 7
Notes to Consolidated Financial Statements 8
Computation of Earnings Per Share 9 - 10
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 11 - 13
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 14 - 15
SIGNATURES 16
INDEX TO EXHIBITS 17 - 18
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,
1995 1994
Current Assets:
Cash and cash equivalents (includes
certificates of deposit: 1995-$78,279;
1994-$151,341) $ 300,862 $ 413,709
Marketable securities, at cost which
approximates market 32,640 27,893
Receivables (less allowance for doubtful
accounts: 1995-$22,324; 1994-$22,656) 1,946,943 2,072,764
Expenditures billable to clients 136,388 104,787
Prepaid expenses and other current assets 100,060 56,154
Total current assets 2,516,893 2,675,307
Other Assets:
Investment in unconsolidated affiliates 75,155 63,824
Deferred taxes on income 92,198 84,788
Other investments and miscellaneous assets 149,748 120,242
Total other assets 317,101 268,854
Fixed Assets, at cost:
Land and buildings 78,348 73,370
Furniture and equipment 350,003 320,164
428,351 393,534
Less accumulated depreciation 236,326 212,755
192,025 180,779
Unamortized leasehold improvements 76,401 67,348
Total fixed assets 268,426 248,127
Intangible Assets (less accumulated
amortization: 1995-$150,751;
1994-$130,045) 682,872 601,130
Total assets $3,785,292 $3,793,418
See accompanying notes to consolidated financial statements.
3
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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,
1995 1994
Current Liabilities:
Payable to banks $ 195,452 $ 128,529
Accounts payable 1,887,699 2,090,406
Accrued expenses 261,562 292,436
Accrued income taxes 79,500 83,802
Total current liabilities 2,424,213 2,595,173
Noncurrent Liabilities:
Long-term debt 147,156 131,276
Convertible subordinated debentures 112,546 110,527
Deferred compensation and reserve
for termination liabilities 230,172 215,893
Accrued postretirement benefits 45,751 45,751
Other noncurrent liabilities 90,496 32,886
Minority interests in consolidated
subsidiaries 12,591 12,485
Total noncurrent liabilities 638,712 548,818
Stockholders' Equity:
Preferred Stock, no par value
shares authorized: 20,000,000
shares issued:none
Common Stock, $.10 par value
shares authorized: 150,000,000
shares issued:
1995 - 89,256,648
1994 - 87,705,760 8,926 8,771
Additional paid-in capital 428,990 383,678
Retained earnings 686,557 619,627
Adjustment for minimum pension
liability (6,422) (6,422)
Cumulative translation adjustments (90,975) (97,587)
1,027,076 908,067
Less:
Treasury stock, at cost:
1995 - 11,045,953 shares
1994 - 10,001,680 shares 270,777 222,698
Unamortized expense of restricted
stock grants 33,932 35,942
Total stockholders' equity 722,367 649,427
Total liabilities and stockholders'
equity $3,785,292 $3,793,418
See accompanying notes to consolidated financial statements.
4
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THE INTERPUBLIC GROUP OF COMPANIES, INC. AND ITS SUBSIDIARIES
CONSOLIDATED INCOME STATEMENT
THREE MONTHS ENDED SEPTEMBER 30
(Dollars in Thousands Except Per Share Data)
1995 1994
Revenue $ 476,308 $ 427,378
Other income 16,178 13,130
Gross income 492,486 440,508
Costs and expenses:
Operating expenses 444,909 400,591
Interest 10,502 7,706
Total costs and expenses 455,411 408,297
Income before provision for income taxes 37,075 32,211
Provision for income taxes:
United States - federal 9,572 11,698
- state and local 1,984 (90)
Foreign 4,397 2,671
Total provision for income taxes 15,953 14,279
Income of consolidated companies 21,122 17,932
Loss applicable to minority
interests (757) (1,144)
Equity in net income of unconsolidated
affiliates 1,816 616
Net income $ 22,181 $ 17,404
Weighted average number of common shares 78,172,381 75,565,452
Earnings per common and common equivalent
share $ .28 $ .23
Cash dividends per common share $ .155 $ .140
See accompanying notes to consolidated financial statements.
5
THE INTERPUBLIC GROUP OF COMPANIES, INC. AND ITS SUBSIDIARIES
CONSOLIDATED INCOME STATEMENT
NINE MONTHS ENDED SEPTEMBER 30
(Dollars in Thousands Except Per Share Data)
1995 1994
Revenue $ 1,458,170 $ 1,312,487
Other income 51,890 46,488
Gross income 1,510,060 1,358,975
Costs and expenses:
Operating expenses 1,306,089 1,186,610
Interest 28,232 23,771
Total costs and expenses 1,334,321 1,210,381
Income before provision for income taxes 175,739 148,594
Provision for income taxes:
United States - federal 32,473 29,081
- state and local 11,603 7,875
Foreign 30,834 26,958
Total provision for income taxes 74,910 63,914
Income of consolidated companies 100,829 84,680
Loss applicable to minority interests (3,628) (1,691)
Equity in net income of unconsolidated
affiliates 3,924 1,504
Income before effect of accounting
change 101,125 84,493
Effect of accounting change:
Postemployment benefits - (21,780)
Net income $ 101,125 $ 62,713
Weighted average number of common shares 77,981,543 75,184,671
Per share data:
Income before effect of accounting change $ 1.30 1.12
Effect of accounting change - (.29)
Net income $ 1.30 $ .83
Cash dividends per common share $ .450 $ .405
See accompanying notes to consolidated financial statements.
6
THE INTERPUBLIC GROUP OF COMPANIES, INC. AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30
(Dollars in Thousands)
CASH FLOWS FROM OPERATING ACTIVITIES: 1995 1994
Net income after effect of accounting change $101,125 $ 62,713
Adjustments to reconcile net income to
cash (used in)/provided by operating activities:
Effect of accounting change - 21,780
Depreciation and amortization of fixed assets 38,766 32,259
Amortization of intangible assets 20,706 16,108
Amortization of restricted stock awards 10,527 7,864
Equity in net income of unconsolidated
affiliates (3,924) (1,504)
Income applicable to minority interests 3,628 1,691
Translation losses 2,779 13,322
Other 7,324 (9,031)
Changes in assets and liabilities, net of acquisitions:
Receivables 140,984 73,824
Expenditures billable to clients (30,067) (22,590)
Prepaid expenses and other assets (41,968) (2,949)
Accounts payable and accrued expenses (268,551) (158,458)
Accrued income taxes 11,430 (5,230)
Deferred income taxes (13,939) (31,200)
Deferred compensation and reserve for termination
liabilities 4,835 41,414
Net cash (used in)/provided by operating activities (16,345) 40,013
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisitions (68,702) (48,236)
Capital expenditures (47,163) (34,931)
Proceeds from sales of assets (656) 38,578
Net (purchases) of marketable securities (2,474) (8,507)
Other investments and miscellaneous assets (5,103) (3,507)
Unconsolidated affiliates (7,520) (3,753)
Net cash used in investing activities (131,618) (60,356)
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase/(decrease) in short-term borrowings 50,990 (8,831)
Proceeds from long-term debt 40,000 25,000
Payments of debt (14,441) (21,981)
Treasury stock acquired (49,786) (29,332)
Issuance of common stock 27,772 10,215
Cash dividends (34,194) (29,746)
Net cash provided by/(used in)
financing activities 20,341 (54,675)
Effect of exchange rates on cash and cash
equivalents 14,775 16,265
Decrease in cash and cash equivalents (112,847) (58,753)
Cash and cash equivalents at beginning of year 413,709 292,268
Cash and cash equivalents at end of period $300,862 $233,515
See accompanying notes to consolidated financial statements.
7
THE INTERPUBLIC GROUP OF COMPANIES, INC. AND ITS SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Consolidated Financial Statements
(a) In the opinion of management, the consolidated balance sheet as of
September 30, 1995, the consolidated income statements for the three
months and nine months ended September 30, 1995 and 1994 and the
consolidated statement of cash flows for the nine months ended
September 30, 1995 and 1994, contain all adjustments (which include
only normal recurring adjustments) necessary to present fairly the
financial position, results of operations and cash flows at September
30, 1995 and for all periods presented.
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's") December 31,
1994 annual report to stockholders.
(b) Statement of Financial Accounting Standards (SFAS) 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
$39.7 million and $52.7 million in the first nine months of 1995 and
1994, respectively. Interest payments during the first nine months of
1995 were approximately $18.1 million. Interest payments during the
comparable period of 1994 were approximately $14.9 million.
(c) Effective January 1, 1994, the Company adopted SFAS No. 112
"Employers' Accounting for Postemployment Benefits" and recorded a
one-time pre-tax charge of $39.6 million or $21.8 million after-tax.
As of September 30, 1995 deferred compensation and reserve for
termination allowances includes approximately $41.2 million of
postemployment benefits.
8
Exhibit 11
THE INTERPUBLIC GROUP OF COMPANIES, INC. AND ITS SUBSIDIARIES
COMPUTATION OF EARNINGS PER SHARE
(Dollars in Thousands Except Per Share Data)
Three Months Ended September 30
Primary 1995 1994
Net income $ 22,181 $ 17,404
Add:
Dividends paid net of related income
tax applicable to restricted stock 120 92
Net income, as adjusted $ 22,301 $ 17,496
Weighted average number of common shares
outstanding 75,602,346 73,296,460
Weighted average number of incremental shares
in connection with restricted stock
and assumed exercise of stock options 2,570,035 2,268,992
Total 78,172,381 75,565,452
Earnings per common and common equivalent
share $ .28 $ .23
Three Months Ended September 30
Fully Diluted 1995 1994
Net income $ 22,181 $ 17,404
Add:
After tax interest savings on assumed
conversion of subordinated debentures 1,600 1,527
Dividends paid net of related income tax
applicable to restricted stock 127 96
Net income, as adjusted $ 23,908 $ 19,027
Weighted average number of common shares
outstanding 75,602,346 73,296,460
Weighted average number of incremental shares
in connection with restricted stock
and assumed exercise of stock options 2,730,172 2,320,752
Assumed conversion of subordinated
debentures 3,002,130 3,002,130
Total 81,334,648 78,619,342
Earnings per common and common equivalent
share $ .29 $ .24
9
Exhibit 11
THE INTERPUBLIC GROUP OF COMPANIES, INC. AND ITS SUBSIDIARIES
COMPUTATION OF EARNINGS PER SHARE
(Dollars in Thousands Except Per Share Data)
Nine Months Ended September 30
Primary 1995 1994
Net income before effect of accounting
change $ 101,125 $ 84,493
Effect of accounting change - (21,780)
Add:
Dividends paid net of related income tax
applicable to restricted stock 325 264
Net income, as adjusted $ 101,450 $ 62,977
Weighted average number of common shares
outstanding 75,548,236 72,949,730
Weighted average number of incremental shares
in connection with restricted stock
and assumed exercise of stock options 2,433,307 2,234,941
Total 77,981,543 75,184,671
Per share data:
Income before effect of accounting change 1.30 1.12
Effect of accounting change - (.29)
Net income $ 1.30 $ .83
Nine Months Ended September 30
Fully Diluted 1995 1994
Net income before effect of accounting
change $ 101,125 $ 84,493
Effect of accounting change - (21,780)
Add:
After tax interest savings on assumed
conversion of subordinated debentures 4,654 4,547
Dividends paid net of related income tax
applicable to restricted stock 347 274
Net income, as adjusted $ 106,126 $ 67,534
Weighted average number of common shares
outstanding 75,548,236 72,949,730
Weighted average number of incremental shares
in connection with restricted stock
and assumed exercise of stock options 2,637,689 2,289,594
Assumed conversion of subordinated
debentures 3,002,130 3,002,130
Total 81,188,055 78,241,454
Per share data:
Income before effect of accounting change 1.31 1.14
Effect of accounting change - (.28)
Net income $ 1.31 $ .86
10
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, 1995 was $92.7 million, an increase of
$12.5 million from December 31, 1994. The ratio of current assets to
current liabilities remained relatively unchanged from December 31, 1994 at
approximately 1.0 to 1.
During 1994, Interpublic Group of Companies, Inc. (the "Company") acquired
Western International Media Corporation and Ammirati & Puris Holding, Inc.
In April 1995, the Company acquired all the assets of Newspaper Services of
America, Inc. The purchase price was approximately $7 million.
In April 1995, the Company along with the management of Campbell Mithun
Esty (CME) acquired substantially all of the assets of CME. The purchase
price for Interpublic's share was $20.0 million. The Company, together
with the management of Campbell Mithun Esty, will operate CME going forward
on a 50/50 basis.
In October 1995, the Company, in a 50/50 joint venture with All American
Communications, Inc., acquired certain assets and liabilities of Mark
Goodson Productions. The purchase price for Interpublic's fifty (50)
percent share was approximately $25.0 million in shares of the Company's
common stock.
In November 1995, the Company acquired all of the stock of Anderson &
Lembke Inc. for approximately $22.0 million in shares of the Company's
stock.
Historically, cash flow from operations has been the primary source of
working capital and management believes that it will continue to be in the
future. 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 1995, the Company acquired 1,393,250 shares of its own stock for
approximately $49.8 million for the purpose of fulfilling the Company's
obligations under its various compensation plans.
11
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RESULTS OF OPERATIONS
Three Months Ended September 30, 1995 Compared to Three Months Ended
September 30, 1994
Total revenue for the three months ended September 30, 1995 increased $48.9
million, or 11.4%, to $476.3 million compared to the same period in 1994.
Domestic revenue increased $28.4 million or 19.5% from 1994 levels.
Foreign revenue increased $20.5 million or 7.3% during the third quarter of
1995 compared to 1994. Other income increased by $3.0 million during the
third quarter of 1995 compared to the same period in 1994.
Operating expenses increased $44.3 million or 11.1% during the three months
ended September 30, 1995 compared to the same period in 1994. Interest
expense increased 36.3% as compared to the same period in 1994.
Pretax income increased $4.9 million or 15.1% during the three months ended
September 30, 1995 compared to the same period in 1994.
The increase in total revenue, operating expenses, and pretax income is
primarily due to acquired companies' results of operations.
In the fourth quarter of 1994, the Company recorded restructuring charges
of $48.7 million in connection with the elimination of duplicate facilities
and excess personnel resulting primarily from the merger of Lintas New York
and Ammirati & Puris agencies and certain international offices. Third
quarter 1995 salary savings realized from the restructuring amounted to
approximately $5.2 million.
Net losses from exchange and translation of foreign currencies for the
three months ended September 30, 1995 were approximately $1.3 million
versus $.4 million for the same period in 1994.
The effective tax rate for the three months ended September 30, 1995 was
43.0%, as compared to 44.3% in 1994. The decrease 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, 1995 Compared to Nine Months Ended
September 30, 1994
Total revenue for the nine months ended September 30, 1995 increased $145.7
million, or 11.1%, to $1,458.2 million compared to the same period in 1994.
Domestic revenue increased $56.0 million or 12.0% from 1994 levels.
Foreign revenue increased $89.7 million or 10.6% during the first nine
months of 1995 compared to 1994. Other income increased $5.4 million in
the first nine months of 1995 compared to the same period in 1994.
Operating expenses increased $119.5 million or 10.1% during the nine months
ended September 30, 1995 compared to the same period in 1994. Interest
expense increased 18.8% during the nine months ended September 30, 1995 as
compared to the same nine month period in 1994.
Pretax income increased $27.1 million or 18.3% during the nine months ended
September 30, 1995 compared to the same period in 1994.
12
PAGE
The increase in total revenue, operating expenses, and pretax income is
primarily due to acquired companies' results of operations.
In the fourth quarter of 1994, the Company recorded restructuring charges
of $48.7 million in connection with the elimination of duplicate facilities
and excess personnel resulting primarily from the merger of Lintas New York
and Ammirati & Puris agencies and certain international offices. At
December 31, 1994 the Company's liability related to these restructuring
charges totalled $27.6 million for severance. The remaining liability at
September 30, 1995 is $4.5 million for severance. Total salary savings for
the nine months ended September 30, 1995 realized from the restructuring
amounted to approximately $14.1 million. The Company expects to realize
additional salary savings from restructuring of approximately $4.9 million
during the remainder of 1995.
Net losses from exchange and translation of foreign currencies for the nine
months ended September 30, 1995 were approximately $3.4 million versus $9.8
million for the same period in 1994.
The effective tax rate for the nine months ended September 30, 1995 was
42.6%, as compared to 43.0% in 1994. The decrease in the effective tax
rate is mainly due to the geographic mix of earnings.
13
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PART II - OTHER INFORMATION
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit 10A(i) Supplemental Agreement made as of July 14, 1995, by and
between Interpublic and Eugene P. Beard to an Employment
Agreement made as of January 1, 1983.
Exhibit 10A(ii) Employment Agreement, made as of July 1, 1995, by and
between Interpublic and Eugene P. Beard.
Exhibit 10B Supplemental Agreement made as of July 1, 1995, by and
between Interpublic and John J. Dooner to an Employment
Agreement made as of January 1, 1994.
Exhibit 10C Supplemental Agreement made as of May 10, 1995, by and
among Interpublic, Ammirati & Puris Inc., and Martin
Puris to an Employment Agreement made as of August 11,
1994.
Exhibit 10D(i) Amendment No. 1, dated as of August 3, 1995 to the
Credit Agreement, dated as of December 1, 1994, between
Interpublic and Bank of America National Trust & Savings
Association.
Exhibit 10D(ii) Amendment No. 5, dated as of August 3, 1995 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.
Exhibit 10D(iii) Amendment No. 5, dated as of August 3, 1995 to the
Credit Agreement, dated as of September 30, 1992, and
effective as of December 23, 1992, between Interpublic
and Chemical Bank.
Exhibit 10D(iv) Amendment No. 5, dated as of August 3, 1995 to the
Credit Agreement, dated as of September 30, 1992, and
effective as of December 22, 1992, between Interpublic
and Citibank N.A.
Exhibit 10D(v) Amendment No. 5, dated as of August 3, 1995 to the
Credit Agreement, dated as of September 30, 1992, and
effective as of December 16, 1992, between Interpublic
and The Fuji Bank, Limited.
Exhibit 10D(vi) Amendment No. 5, dated as of August 3, 1995 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 10D(vii) Amendment No. 5, dated as of August 3, 1995 to the Term
Loan Agreement, dated March 14, 1991, between
Interpublic and NBD.
14
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Exhibit 10D(viii) Amendment No. 1, dated as of August 3, 1995 to a Note
Purchase Agreement, dated as of May 26, 1994, between
Interpublic and The Prudential Insurance Company of
America ("Prudential").
Exhibit 10D(ix) Amendment No. 1, dated August 3, 1995 to a Note Purchase
Agreement, dated as of April 28, 1995, between
Interpublic and Prudential.
Exhibit 10D(x) Amendment No. 5, dated as of August 3, 1995 to a Note
Purchase Agreement, dated as of August 20, 1991, by and
among Interpublic, MacLaren McCann Canada Inc. and
Prudential.
Exhibit 10D(xi) Amendment No. 5, dated as of August 3, 1995 to the
Credit Agreement, dated as of September 30, 1992, and
effective as of December 18, 1992, between Interpublic
and Swiss Bank Corporation.
Exhibit 10D(xii) Amendment No. 1, dated as of August 3, 1995 to the
Credit Agreement, dated as of March 14, 1995, between
Interpublic and Trust Company Bank ("Trust").
Exhibit 10D(xiii) Amendment No. 5, dated as of August 3, 1995 to the
Credit Agreement, dated as of September 30, 1992, and
effective as of December 30, 1992, between Interpublic
and Trust.
Exhibit 10D(xiv) Amendment No. 6, dated as of August 3, 1995 to the
Credit Agreement, dated as of March 14, 1991, between
Interpublic and Trust.
Exhibit 10D(xv) Amendment No. 5, dated as of August 3, 1995 to the
Credit Agreement, dated as of September 30, 1992, and
effective as of December 29, 1992, between Interpublic
and Union Bank of Switzerland.
Exhibit 10E Agreement, dated as of January 1, 1995 between
Interpublic and Robert James.
Exhibit 11 Computation of Earnings Per Share
Exhibit 27 Financial Data Schedule
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the quarter
ended September 30, 1995.
15
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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, 1995 By: PHILIP H. GEIER, JR.
PHILIP H. GEIER, JR.
Chairman of the Board,
President and Chief Executive
Officer
Date: November 14, 1995 By: EUGENE P. BEARD
EUGENE P. BEARD
Vice Chairman-
Finance and Operations
16
THE INTERPUBLIC GROUP OF COMPANIES, INC. AND ITS SUBSIDIARIES
INDEX TO EXHIBITS
Exhibit No. Description
Exhibit 10A(i) Supplemental Agreement made as of July 14,
1995, by and between Interpublic and Eugene P.
Beard to an Employment Agreement made as of
January 1, 1983.
Exhibit 10A(ii) Employment Agreement, made as of July 1, 1995,
by and between Interpublic and Eugene P. Beard.
Exhibit 10B Supplemental Agreement made as of July 1, 1995,
by and between Interpublic and John J. Dooner
to an Employment Agreement made as of January
1, 1994.
Exhibit 10C Supplemental Agreement made as of May 10, 1995,
by and among Interpublic, Ammirati & Puris
Inc., and Martin Puris to an Employment
Agreement made as of August 11, 1994.
Exhibit 10D(i) Amendment No. 1, dated as of August 3, 1995 to
the Credit Agreement, dated as of December 1,
1994, between Interpublic and Bank of America
National Trust & Savings Association.
Exhibit 10D(ii) Amendment No. 5, dated as of August 3, 1995 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.
Exhibit 10D(iii) Amendment No. 5, dated as of August 3, 1995 to
the Credit Agreement, dated as of September 30,
1992, and effective as of December 23, 1992,
between Interpublic and Chemical Bank.
Exhibit 10D(iv) Amendment No. 5, dated as of August 3, 1995 to
the Credit Agreement, dated as of September 30,
1992, and effective as of December 22, 1992,
between Interpublic and Citibank N.A.
Exhibit 10D(v) Amendment No. 5, dated as of August 3, 1995 to
the Credit Agreement, dated as of September 30,
1992, and effective as of December 16, 1992,
between Interpublic and The Fuji Bank, Limited.
Exhibit 10D(vi) Amendment No. 5, dated as of August 3, 1995 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 10D(vii) Amendment No. 5, dated as of August 3, 1995 to
the Term Loan Agreement, dated March 14, 1991,
between Interpublic and NBD.
17
PAGE
Exhibit 10D(viii) Amendment No. 1, dated as of August 3, 1995 to
a Note Purchase Agreement, dated as of May 26,
1994, between Interpublic and The Prudential
Insurance Company of America ("Prudential").
Exhibit 10D(ix) Amendment No. 1, dated August 3, 1995 to a Note
Purchase Agreement, dated as of April 28, 1995,
between Interpublic and Prudential.
Exhibit 10D(x) Amendment No. 5, dated as of August 3, 1995 to
a Note Purchase Agreement, dated as of August
20, 1991, by and among Interpublic, MacLaren
McCann Canada Inc. and Prudential.
Exhibit 10D(xi) Amendment No. 5, dated as of August 3, 1995 to
the Credit Agreement, dated as of September 30,
1992, and effective as of December 18, 1992,
between Interpublic and Swiss Bank Corporation.
Exhibit 10D(xii) Amendment No. 1, dated as of August 3, 1995 to
the Credit Agreement, dated as of March 14,
1995, between Interpublic and Trust Company
Bank ("Trust").
Exhibit 10D(xiii) Amendment No. 5, dated as of August 3, 1995 to
the Credit Agreement, dated as of September 30,
1992, and effective as of December 30, 1992,
between Interpublic and Trust.
Exhibit 10D(xiv) Amendment No. 6, dated as of August 3, 1995 to
the Credit Agreement, dated as of March 14,
1991, between Interpublic and Trust.
Exhibit 10D(xv) Amendment No. 5, dated as of August 3, 1995 to
the Credit Agreement, dated as of September 30,
1992, and effective as of December 29, 1992,
between Interpublic and Union Bank of
Switzerland.
Exhibit 10E Agreement, dated as of January 1, 1995 between
Interpublic and Robert James.
Exhibit 11 Computation of Earnings Per Share
Exhibit 27 Financial Data Schedule
18