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, 1998
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 31,1998: 138,984,743 shares.
THE INTERPUBLIC GROUP OF COMPANIES, INC. AND ITS SUBSIDIARIES
I N D E X
PART I. FINANCIAL INFORMATION Page
Item 1. Financial Statements
Consolidated Balance Sheet
September 30, 1998 (unaudited) and
December 31, 1997 3-4
Consolidated Statement of Income
Three months ended September 30, 1998
and 1997 (unaudited) 5
Consolidated Statement of Income
Nine months ended September 30, 1998
and 1997 (unaudited) 6
Consolidated Statement of Comprehensive Income
Nine months ended September 30, 1998
and 1997 (unaudited) 7
Consolidated Statement of Cash Flows
Nine months ended September 30, 1998
and 1997 (unaudited) 8
Notes to Consolidated Financial Statements
(unaudited) 9 - 10
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 11 - 14
PART II. OTHER INFORMATION
Item 2. Changes in Securities
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
SIGNATURES
INDEX TO EXHIBITS
2
PART I - FINANCIAL INFORMATIONTHE INTERPUBLIC GROUP OF COMPANIES, INC. AND
ITS SUBSIDIARIESCONSOLIDATED BALANCE SHEET(Dollars in Thousands)ASSETS
(unaudited)
SEPTEMBER 30, DECEMBER 31,
1998 1997 <F1>
Current Assets:
Cash and cash equivalents (includes
certificates of deposit: 1998-$104,194;
1997-$256,934) $ 621,698 $ 735,440
Marketable securities, at cost which
approximates market 46,440 31,944
Receivables (less allowance for doubtful
accounts: 1998-$52,161; 1997-$39,896) 3,152,671 3,050,917
Expenditures billable to clients 314,666 240,000
Prepaid expenses and other current assets 156,530 105,504
Total current assets 4,292,005 4,163,805
Other Assets:
Investment in unconsolidated affiliates 51,183 46,665
Deferred taxes on income 65,242 59,424
Other investments and miscellaneous assets 229,513 219,839
Total other assets 345,938 325,928
Fixed Assets, at cost:
Land and buildings 88,202 83,621
Furniture and equipment 573,648 503,823
661,850 587,444
Less accumulated depreciation 378,570 330,593
283,280 256,851
Unamortized leasehold improvements 111,123 103,494
Total fixed assets 394,403 360,345
Intangible Assets (less accumulated
amortization: 1998-$268,878;
1997-$227,401) 1,172,387 1,027,527
Total assets $6,204,733 $5,877,605
3
THE INTERPUBLIC GROUP OF COMPANIES, INC. AND ITS SUBSIDIARIESCONSOLIDATED
BALANCE SHEET(Dollars in Thousands Except Per Share Data)LIABILITIES AND
STOCKHOLDERS' EQUITY
(unaudited)
SEPTEMBER 30, DECEMBER 31,
1998 1997 <F1>
Current Liabilities:
Payable to banks $ 227,104 $ 162,807
Accounts payable 3,193,273 3,156,049
Accrued expenses 465,432 448,054
Accrued income taxes 176,968 151,138
Total current liabilities 4,062,777 3,918,048
Noncurrent Liabilities:
Long-term debt 262,211 253,910
Convertible subordinated debentures 201,847 201,768
Deferred compensation and reserve
for termination allowances 280,811 263,463
Accrued postretirement benefits 48,049 47,404
Other noncurrent liabilities 64,266 70,791
Minority interests in consolidated
subsidiaries 52,274 31,917
Total noncurrent liabilities 909,458 869,253
Stockholders' Equity:
Preferred Stock, no par value
shares authorized: 20,000,000
shares issued:none
Common Stock, $.10 par value
shares authorized: 225,000,000
shares issued:
1998 - 145,365,365
1997 - 143,567,843 14,537 14,357
Additional paid-in capital 665,282 552,282
Retained earnings 1,134,785 995,702
Adjustment for minimum pension
liability (13,207) (13,207)
Net unrealized gain on equity
securities 10,017 12,405
Cumulative translation adjustment (136,483) (154,093)
1,674,931 1,407,446
Less: Treasury stock, at cost: 1998 - 9,055,137 shares
1997 - 8,063,983 shares 371,169 253,088
Unearned ESOP compensation - 7,420
Unamortized expense of restricted stock grants 71,264
56,634 Total stockholders' equity 1,232,498 1,090,304 Total
liabilities and stockholders'
equity $6,204,733 $5,877,605
The accompanying notes are an integral part of these consolidated financial
statements.
<F1> Restated to reflect the aggregate effect of acquisitions accounted for
as poolings of interests. See Note (c).
4
THE INTERPUBLIC GROUP OF COMPANIES, INC. AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENT OF INCOME (unaudited)
THREE MONTHS ENDED SEPTEMBER 30
(Dollars in Thousands Except Per Share Data)
1998 1997 <F1>
Revenue $ 837,371 $ 710,872
Other income 24,077 22,086
Gross income 861,448 732,958
Costs and expenses:
Operating expenses 759,869 660,465
Interest 14,210 14,343
Total costs and expenses 774,079 674,808
Income before provision for income taxes 87,369 58,150
Provision for income taxes 38,207 26,124
Income of consolidated companies 49,162 32,026
Income applicable to minority interests (5,488) (3,403)
Equity in net income of unconsolidated
affiliates 1,488 2,460
Net income $ 45,162 $ 31,083
Weighted average shares:
Basic 132,792,504 127,078,261
Diluted 137,567,041 132,181,681
Earnings Per Share:
Basic $ .34 $ .24
Diluted $ .33 $ .24
Dividend per share - Interpublic $ .15 $ .13
The accompanying notes are an integral part of these consolidated financial
statements.
<F1> Restated to reflect the aggregate effect of acquisitions accounted for
as poolings of interests. See Note (c).
5
THE INTERPUBLIC GROUP OF COMPANIES, INC. AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENT OF INCOME (unaudited)
NINE MONTHS ENDED SEPTEMBER 30
(Dollars in Thousands Except Per Share Data)
1998 1997 <F1>
Revenue $ 2,541,729 $ 2,177,268
Other income 67,382 60,345
Gross income 2,609,111 2,237,613
Costs and expenses:
Operating expenses 2,211,957 1,924,630
Interest 37,819 36,347
Total costs and expenses 2,249,776 1,960,977
Income before provision for income taxes 359,335 276,636
Provision for income taxes 150,846 114,142
Income of consolidated companies 208,489 162,494
Income applicable to minority interests (14,688) (14,185)
Equity in net income of unconsolidated
affiliates 3,554 5,425
Net income $ 197,355 $ 153,734
Weighted average shares:
Basic 132,704,118 126,991,427
Diluted 137,783,816 136,285,448
Earnings Per Share:
Basic $ 1.49 $ 1.21
Diluted $ 1.44 $ 1.17
Dividend per share - Interpublic $ .43 .37
The accompanying notes are an integral part of these consolidated financial
statements.
<F1> Restated to reflect the aggregate effect of acquisitions accounted for
as poolings of interests. See Note (c).
6
THE INTERPUBLIC GROUP OF COMPANIES, INC. AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (unaudited)
NINE MONTHS ENDED SEPTEMBER 30
(Dollars in Thousands)
1998 1997 <F1>
Net Income $ 197,355 $ 153,734
Other Comprehensive Income, net of tax:
Foreign Currency Translation Adjustments 17,610 (54,509)
Net Unrealized Gains on Securities (2,388) -
Other Comprehensive Income 15,222 (54,509)
Comprehensive Income $ 212,577 $ 99,225
The accompanying notes are an integral part of these consolidated financial
statements.
<F1> Restated to reflect the aggregate effect of acquisitions accounted for
as poolings of interests. See Note (c).
7
THE INTERPUBLIC GROUP OF COMPANIES, INC. AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS (unaudited)
NINE MONTHS ENDED SEPTEMBER 30
(Dollars in Thousands)
CASH FLOWS FROM OPERATING ACTIVITIES: 1998 1997 <F1>
Net income $ 197,355 $ 153,734
Adjustments to reconcile net income to cash
provided by/(used in) operating activities:
Depreciation and amortization of fixed assets 64,248 54,726
Amortization of intangible assets 41,477 26,674
Amortization of restricted stock awards 14,634 11,883
Equity in net income of unconsolidated
affiliates (3,554) (5,425)
Income applicable to minority interests 14,688 14,185
Translation losses 854 743
Net gain from sale of investments (7,579) -
Other (2,764) (7,790)
Changes in assets and liabilities, net of acquisitions:
Receivables 4,289 47,105
Expenditures billable to clients (70,490) (90,751)
Prepaid expenses and other assets (29,472) (4,737)
Accounts payable and other liabilities (66,665) (143,338)
Accrued income taxes 3,817 (24,443)
Deferred income taxes (3,436) 2,328
Deferred compensation and reserve for termination
allowances 2,249 930
Net cash provided by operating activities 159,651 35,824
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisitions (83,857) (79,494)
Capital expenditures (83,281) (72,389)
Proceeds from sale of assets 22,518 590
Net purchases of marketable securities (9,331) (14,933)
Other investments and miscellaneous assets (4,146) (4,169)
Investments in unconsolidated affiliates (7,923) (5,742)
Net cash used in investing activities (166,020) (176,137)
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase in short-term borrowings 75,002 11,725
Proceeds from long-term debt 6,535 253,212
Payments of long-term debt (22,101) (25,642)
Treasury stock acquired (148,639) (106,163)
Payments from Unearned ESOP 7,420 -
Issuance of common stock 26,795 31,589
Cash dividends - Interpublic (56,557) (44,932)
Cash dividends - pooled - (7,158)
Net cash (used in)/provided by financing
activities (111,545) 112,631
Effect of exchange rates on cash and cash
equivalents 4,172 (25,261)
Decrease in cash and cash equivalents (113,742) (52,943)
Cash and cash equivalents at beginning of year 735,440 507,394
Cash and cash equivalents at end of period $ 621,698 $ 454,451
The accompanying notes are an integral part of these consolidated financial
statements.
<F1> Restated to reflect the aggregate effect of acquisitions accounted for
as poolings of interests. See Note (c).
8
THE INTERPUBLIC GROUP OF COMPANIES, INC. AND ITS SUBSIDIARIESNOTES TO
CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
1. Consolidated Financial Statements
(a) In the opinion of management, the consolidated balance sheet as of
September 30, 1998, the consolidated statements of income for the
three months and nine months ended September 30, 1998 and 1997, the
statement of comprehensive income for the nine months ended September
30,1998 and 1997, and the consolidated statement of cash flows for
the nine months ended September 30, 1998 and 1997, 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, 1998 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") December 31,
1997 annual report to stockholders and with the supplemental
consolidated financial statements and notes thereto included in the
Company's Current Report on Form 8-K dated July 1, 1998.
(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
$140.1 million and $91.1 million in the first nine months of 1998 and
1997, respectively. Interest payments during the first nine months of
1998 were approximately $27.0 million. Interest payments during the
comparable period of 1997 were approximately $22.1 million.
(c) In April 1998, the Company issued 4,685,334 shares of its common stock
for three acquisitions, which were accounted for as poolings of
interests. These included Hill, Holliday, Connors, Cosmopulos Inc. -
2,062,434 shares, The Jack Morton Company - 2,135,996 shares and
Carmichael Lynch Inc. - 486,904 shares. The Company's 1997
consolidated financial statements, including the related notes, have
been restated to include the results of operations, financial position
and cash flows of the April 1998 pooled entities in addition to all
prior pooled entities.
(d) In June 1998, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 133, "Accounting for
Derivative Instruments and Hedging Activities" (SFAS No. 133). SFAS No. 133
is effective for all fiscal quarters of all fiscal years beginning after
June 15, 1999 (January 1, 2000 for the Company). SFAS No. 133 requires
that all derivative instruments be recorded on the balance sheet at their
fair value. Changes in the fair value of derivatives are recorded each
period in current earnings or other comprehensive income, depending on
whether a derivative is designated as part of a hedge transaction and, if
it is, the type of hedge transaction. Management of the Company believes
that the adoption of SFAS No. 133 will not have a material impact on the
Company's results of operations or its financial position.
9
(e) Subsequent event
Effective October 1998, the Company acquired International Public
Relations, plc.
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, 1998 was $229.2 million, a decrease of
$16.5 million from December 31, 1997. The ratio of current assets to
current liabilities remained relatively unchanged from December 31, 1997 at
approximately 1.1 to 1.
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 1998, the Company acquired 2,659,065 shares of its own stock for
approximately $148.6 million for the purposes of fulfilling the Company's
obligations under its various compensation plans.
11
RESULTS OF OPERATIONSThree Months Ended September 30, 1998 Compared to
Three Months Ended September 30, 1997Total revenue for the three months
ended September 30, 1998 increased $126.5 million, or 17.8%, to $837.4
million compared to the same period in 1997. Domestic revenue increased
$65.1 million or 18.0% from 1997 levels. Foreign revenue increased $61.4
million or 17.6% during the third quarter of 1998 compared to 1997. The
impact of foreign currency was negligible for the three months ended
September 30, 1998. Other income increased by $2.0 million during the third
quarter of 1998 compared to the same period in 1997.
Operating expenses increased $99.4 million or 15.1% during the three months
ended September 30, 1998 compared to the same period in 1997. Interest
expense decreased 0.9% as compared to the same period in 1997. Included in
operating expenses were net losses from exchange and translation of foreign
currencies of $.4 million and $3.1 million in 1998 and 1997, respectively.
Pretax income increased $29.2 million or 50.2% during the three months
ended September 30, 1998 compared to the same period in 1997.
The increase in total revenue, operating expenses, and pretax income is
primarily due to the effect of new business gains and acquisitions.
The effective tax rate for the three months ended September 30, 1998 was
43.7%, as compared to 44.9% in 1997.
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, 1998 Compared to Nine Months Ended
September 30, 1997
Total revenue for the nine months ended September 30, 1998 increased $364.5
million, or 16.7%, to $2,541.7 million compared to the same period in 1997.
Domestic revenue increased $215.7 million or 19.9% from 1997 levels.
Foreign revenue increased $148.8 million or 13.6% during the first nine
months of 1998 compared to 1997. Worldwide revenue would have increased an
additional 3.1% in 1998 except for the strengthening of the U.S. dollar
against major currencies. Other income increased $7.0 million in the first
nine months of 1998 compared to the same period in 1997.
Operating expenses increased $287.3 million or 14.9% during the nine months
ended September 30, 1998 compared to the same period in 1997. Interest
expense increased 4.0% during the nine months ended September 30, 1998 as
compared to the same nine month period in 1997. Included in operating
expenses were net losses from exchange and translation of foreign
currencies of $2.6 million and $4.5 million in 1998 and 1997, respectively.
Pretax income increased $82.7 million or 29.9% during the nine months ended
September 30, 1998 compared to the same period in 1997.
The increase in total revenue, operating expenses, and pretax income is
primarily due to the effect of new business gains and acquisitions offset
by the impact of foreign currency.
The effective tax rate for the nine months ended September 30, 1998 was
42.0%, as compared to 41.3% in 1997.
12
Year 2000 Issue
The Year 2000 Issue refers to the problem caused by computer programs that
have been written to reflect two digit years, with the century being
assumed as "19". This practice was widely accepted by the applications
development community in the 1960's through the early 1980's, with many of
these programs remaining in use today. As a result, programs that are date
sensitive may recognize the year "00" as 1900, rather than the year 2000.
This may cause programs to fail or cause them to incorrectly report and
accumulate data.
IPG and each of its operating subsidiaries are in the process of
implementing a Year 2000 readiness program with the goal of having all
mission critical systems functioning properly prior to January 1, 2000.
Many of our subsidiaries in our larger markets are dependent upon third
party systems providers, while our subsidiaries in the secondary markets
rely primarily on off-the-shelf applications or home-grown applications.
Considerable progress has been made with our third party systems providers
in larger markets. Although the secondary markets present a greater
challenge, they typically involve smaller offices that are less dependent
upon automated solutions.
In 1997 IPG established a Y2K Project Management Office and shortly
thereafter created a Y2K Task Force, comprised of representatives from the
operating companies. Through the Y2K Task Force, IPG in conjunction with
outside consultants, is working to address the impact of the Year 2000
Issue on IPG. IPG is inventorying and assessing date sensitive computer
software applications, with initial indications being that approximately
35% of systems will require remediation. In addition, IPG has reviewed a
large majority of our hardware containing embedded chips, including
personal computers, file servers, mid-range and mainframe computers,
telephone switches and routers. We have also reviewed the majority of our
security systems, life safety systems, HVAC systems and elevators in our
facilities. As part of this effort, IPG has identified those systems and
applications that are deemed "mission critical", which we are handling on a
priority basis. Utilizing this approach has allowed us to make
considerable progress in our larger offices that in aggregate contribute to
most of our revenue. We have developed a detailed project and remediation
plan that includes system testing schedules and contingency planning that
are designed to achieve our goal of having all "mission critical" elements
remedied and compliance tested by December 31, 1998. We are currently well
into the remediation and testing stage. The Company's Board of Directors,
through the Audit Committee, has been monitoring progress of this project.
Project progress reports are given to the Audit Committee at each regularly
scheduled Audit Committee meeting.
IPG estimates that the modification and testing of our hardware and
software will cost approximately $10 million, of which 50% has been spent
to date in order to meet the Y2K compliance deadline. In addition, IPG has
accelerated the implementation of a number of business process
reengineering projects over the past few years that have provided both Year
2000 readiness and increased functionality of certain systems. IPG
estimates that the hardware and software costs incurred in connection with
these projects is approximately $50 million, which is being capitalized.
Included in the abovementioned Y2K costs are internal costs incurred for
the Y2K project which are primarily related payroll costs for the
information systems groups. A substantial portion of these estimated costs
relate to systems and applications that were anticipated and budgeted.
13
IPG is also in the process of developing contingency plans for affected
areas of our operation. The Y2K Project Management Office has drafted a
Contingency Plan Guideline. This guideline requires the development of
contingency plans for applications, vendors, facilities, business partners
and clients. The contingency plans will cover those "mission critical"
elements that are not Year 2000 compliant by December 31,1998. In
addition, the contingency plans will include procedures for workforce
mobilization, crisis management, disaster recovery and damage control,
which are targeted for completion by March of 1999.
The Company is assessing the Year 2000 readiness of material third parties
by asking all vendors, business partners and facility managers to provide
letters of compliance. In addition, IPG is working with the American
Association of Advertising Agencies and other trade associations to form
Year 2000 working groups that are addressing the issues on an industry
level.
IPG efforts to address the Year 2000 Issue are designed to avoid any
material adverse effect on our operations or financial condition.
Notwithstanding these efforts, however, there is no assurance that IPG will
not encounter difficulties due to the Year 2000 Issue. The "most
reasonably likely worst case scenario" would be a significant limitation on
our ability to continue to provide business services. IPG also recognizes
that it is dependent upon infrastructure services and third parties,
including suppliers, broadcasters and business partners, whose failure may
also significantly impact our ability to provide business services.
Cautionary Statement
Statements by IPG in this Form 10-Q and in other contexts concerning its
Year 2000 compliance efforts that are not historical fact are forward-
looking statements as defined in the Private Securities Litigation Reform
Act of 1995. These forward-looking statements are subject to certain risks
and uncertainties that could cause actual results to differ materially from
those anticipated in the forward-looking statements, including, but not
limited to, the following: (i) uncertainties relating to the ability of IPG
to identify and address Year 2000 issues successfully and in a timely
manner and at costs that are reasonably in line with IPG's estimates; and
(ii) the ability of IPG's vendors, suppliers, other service providers and
customers to identify and address successfully their own Year 2000 issues
in a timely manner.
14
PART II - OTHER INFORMATION
Item 2. CHANGES IN SECURITIES
(1) On July 20, 1998, the Registrant acquired a company
in consideration for which it issued a total of 152,760
shares of its common stock par value $.10 per share
("Interpublic Stock"), to the acquired company's former
shareholder. The shares of Interpublic Stock had a market
value of $9,200,000 on the date of issuance.
The shares of Interpublic Stock were issued by the
Registrant without registration in reliance on Rule 506 of
Regulation D under the Securities Act of 1933, as amended (the
"Securities Act"), based on the accredited investor status or
sophistication of the former shareholder of the acquired company.
(2) On September 17, 1998, the Registrant acquired
80% of a company in consideration for which it issued a
total of 16,452 shares of Interpublic Stock, to the acquired
company's former shareholders. The shares of Interpublic
Stock had a market value of $800,000 on the date of issuance.
The shares of Interpublic Stock were issued by the
Registrant without registration in reliance on Rule 506 of
Regulation D under the Securities Act, based on the
accredited investor status or sophistication of the
acquired company's former stockholders.
Item 5. OTHER INFORMATION
The deadline is March 4, 1999 for notification of the
Registrant by stockholders of proposals under Rule 14a-4
of the Securities and Exchange Commission.
Item 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) EXHIBITS
Exhibit 10 Executive Severance Agreement, dated January 1,
1998, between The Interpublic Group of Companies,
Inc. ("Interpublic") and Frank B. Lowe.
Exhibit 11 Computation of Earnings Per Share.
Exhibit 27 Financial Data Schedule.
15
(b) Reports on Form 8-K
(1) The following reports on Form 8-K were filed without
financial statements during the quarter ended
September 30, 1998:
(a) Item 9 - Sale of Equity Securities Pursuant
to Regulation S, dated June 24, 1998.
(b) Item 9 - Sale of Equity Securities Pursuant
to Regulation S, dated July 23, 1998.
(c) Item 9 - Sale of Equity Securities Pursuant
to Regulation S, dated August 5, 1998.
(d) Item 9 - Sale of Equity Securities Pursuant
to Regulation S, dated August 24, 1998.
(2) The following reports on Form 8-K were filed with financial
statements during the quarter ended September 30, 1998:
(a) Item 5 - Other Events and
Item 7 - Financial Statements and Exhibits, dated July 1,
1998. Supplemental Financial Statements of the Registrant
At and For the Period Ended December 31, 1997 and
Supplemental Financial Statements At and For the Period
Ended March 31, 1998.
(b) Item 5 - Other Events and Item 7 - Financial Statements
and Exhibits, dated July 17, 1998. Interim Results For
the Six Months Ended April 30, 1998 of a company
subsequently acquired by Registrant.
(c) Item 5 - Other Events and Item 7 - Financial Statements
and Exhibits, dated July 27, 1998. Financial Statements
of the Registrant At and For the Period Ended
June 30, 1998.
16
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 13, 1998 BY /S/ PHILIP H. GEIER, JR.
PHILIP H. GEIER, JR.
Chairman of the Board
President and Chief Executive
Officer
Date: November 13,1998 BY /S/ EUGENE P. BEARD
EUGENE P. BEARD
Vice Chairman -
Finance and Operations
17
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
Exhibit 10 Executive Severance Agreement, dated January 1,
1998, between Interpublic and Frank B. Lowe.
Exhibit 11 Computation of Earnings Per Share.
Exhibit 27 Financial Data Schedule
18