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. 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, 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 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, 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 PAGE
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 PAGE
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 PAGE
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 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 (b) Reports on Form 8-K No reports on Form 8-K were filed during the quarter ended September 30, 1995. 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, 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