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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
Annual Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the fiscal year ended Commission file number
December 31, 1993 1-6686
THE INTERPUBLIC GROUP OF COMPANIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 13-1024020
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1271 Avenue of the Americas 10020
New York, New York (Zip Code)
(Address of principal executive offices)
(212) 399-8000
Registrant's telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
Common Stock New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X . No___.
Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K (Section 229.405 of this chapter) is
not contained herein, and will not be contained, to the best of
Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. ____.
The aggregate market value of the registrant's voting stock
(exclusive of shares beneficially owned by persons referred to in
response to Item 12 hereof) was $2,014,029,612 as of March 21,
1994.
Indicate the number of shares outstanding of each of the
registrant's classes of common stock, as of the latest practicable
date.
Common Stock outstanding at March 21, 1994: 75,011,265 shares.
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DOCUMENTS INCORPORATED BY REFERENCE
1. Portions of the Annual Report to Stockholders for the year
ended December 31, 1993 are incorporated by reference in Parts
I and II.
2. Portions of the Proxy Statement for the 1994 Annual Meeting of
Stockholders are incorporated by reference in Parts I and III.
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PART I
Item 1. Business
The Interpublic Group of Companies, Inc. was incorporated in
Delaware in September 1930 under the name of McCann-Erickson
Incorporated as the successor to the advertising agency businesses
founded in 1902 by A.W. Erickson and in 1911 by Harrison K.
McCann. It has operated under the Interpublic name since January
1961. As used in this Annual Report, the "Registrant" or
"Interpublic" refers to The Interpublic Group of Companies, Inc.
while the "Company" refers to Interpublic and its subsidiaries.
The advertising agency business is the primary business of the
Company. This business is carried on throughout the world through
three advertising agency systems, McCann-Erickson Worldwide,
Lintas Worldwide and The Lowe Group. The Company also offers
advertising agency services through association arrangements with
local agencies in various parts of the world. Other activities
conducted by the Company within the area of "marketing
communications" include market research, sales promotion, product
development, direct marketing, telemarketing and other related
services.
The principal functions of an advertising agency are to plan
and create advertising programs for its clients and to place
advertising in various media such as television, cable, radio,
magazines, newspapers, transit, direct response media and outdoor.
The planning function involves analysis of the market for the
particular product or service, evaluation of alternative methods
of distribution and choice of the appropriate media to reach the
desired market most efficiently. The advertising agency then
creates an advertising program, within the limits imposed by the
client's advertising budget, and places orders for space or time
with the media that have been selected.
The principal advertising agency subsidiaries of Interpublic
operating within the United States directly or through
subsidiaries and the locations of their respective corporate
headquarters are:
McCann-Erickson USA, Inc. ........ New York, New York
Lintas Campbell-Ewald
Company ......................... Detroit (Warren),
Michigan
Lintas, Inc. ..................... New York, New York
Dailey & Associates .............. Los Angeles, California
Lowe & Partners Inc. ............. New York, New York
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In addition to domestic operations, the Company provides advertising
services for clients whose business is international in scope as well as
for clients whose business is restricted to a single country or a small
number of countries. It has offices in Canada as well as in one or more
cities in each of the following countries:
EUROPE, AFRICA AND THE MIDDLE EAST
Austria Germany Namibia South Africa
Belgium Greece Netherlands Spain
Croatia Hungary Norway Sweden
Czech Republic Ireland Poland Switzerland
Denmark Italy Portugal Turkey
Finland Ivory Coast Russia United Arab Emirates
France Kenya Slovakia United Kingdom
Slovenia Zimbabwe
LATIN AMERICA AND THE CARIBBEAN
Argentina Costa Rica Honduras Peru
Barbados Dominican Republic Jamaica Puerto Rico
Bermuda Ecuador Mexico Trinidad
Brazil El Salvador Panama Uruguay
Chile Guatemala Paraguay Venezuela
Colombia
ASIA AND THE PACIFIC
Australia Japan People's Republic South Korea
Hong Kong Malaysia of China Taiwan
India Nepal Philippines Thailand
New Zealand Singapore
Operations in the foregoing countries are carried on by one or more
operating companies, at least one of which is either wholly owned by
Interpublic or a subsidiary or is a company in which Interpublic or a
subsidiary owns a 51% interest or more, except in India and Nepal, where
Interpublic or a subsidiary holds a minority interest.
The Company also offers advertising agency services in Aruba, the
Bahamas, Bahrain, Belize, Bolivia, Cambodia, Cameroon, Egypt, Gabon,
Ghana, Grand Cayman, Guadeloupe, Guyana, Haiti, Reunion, Indonesia,
Iran, Ivory Coast, Kuwait, Lebanon, Martinique, Mauritius, Morocco,
Nicaragua, Nigeria, Oman, Pakistan, Paraguay, Saudi Arabia, Senegal,
Slovakia, Slovenia, Sri Lanka, Surinam, Tunisia, Uganda, United Arab
Emirates (Dubai), Venezuela and Zaire through association arrangements
with local agencies operating in those countries.
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For information concerning revenues, operating profits and
identifiable assets on a geographical basis for each of the last
three years, reference is made to Note 13: Geographic Areas of the
Notes to the Consolidated Financial Statements in the Company's
Annual Report to Stockholders for the year ended December 31,
1993, which Note is hereby incorporated by reference.
Developments in 1993
The Company completed several acquisitions and divestitures
within the United States and abroad in 1993.
Effective as of September 30, 1993, Scali, McCabe, Sloves, Inc.
("Scali"), an advertising agency with headquarters in New York
City, was acquired. Scali, in turn, owns other advertising
agencies in Virginia and in Canada, France, Spain and Mexico.
Other transactions included the purchase in May 1993 of a
nineteen and nine-tenths percent (19.9%) interest in Atlantis
Communications Inc., a Canadian-based distributor and producer of
television programming, and the acquisition in August 1993 of the
remaining interest in McCann-Erickson Taiwan, an advertising
agency. In September 1993, the Company invested in a joint
venture called Brockway Direct Response Television, which is
involved in the production and distribution of infomercials.
McCann-Erickson Hakuhodo Inc. became a wholly-owned subsidiary of
Interpublic when the Company purchased the remaining forty-nine
percent (49%) interest in that Japanese advertising agency in
December 1993.
The Company sold GJW & Malmgren Golt, a U.K. corporation, in
January 1993. In July 1993, the Company completed the sale of
Hawley Martin Partners, Inc., an advertising agency, located in
Richmond, Virginia.
Income from Commissions, Fees and Publications
The Company generates income from planning, creating and
placing advertising in various media. Historically, the
commission customary in the industry was 15% of the gross charge
("billings") for advertising space or time; more recently lower
commissions have frequently been negotiated, but often with
additional incentives for better performance. Under commission
arrangements, media bill the Company at their gross rates. The
Company bills these amounts to its clients, remits the net charges
to the media and retains the balance as its commission. Some
clients, however, prefer to compensate the Company on a fee basis,
under which the Company bills its client for the net charges
billed by the media plus an agreed-upon fee. These fees usually
are calculated to reflect the Company's salary costs and out-of-
pocket expenses incurred on the client's behalf, plus proportional
overhead and a profit mark-up.
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Normally, the Company, like other advertising agencies, is
primarily responsible for paying the media with respect to firm
contracts for advertising time or space. This is a problem only
if the client is unable to pay the Company because of insolvency
or bankruptcy. The Company makes serious efforts to reduce the
risk from a client's insolvency, including (1) carrying out credit
clearances, (2) requiring in some cases payment of media in
advance, or (3) agreeing with the media that the Company will be
solely liable to pay the media only after the client has paid the
Company for the media charges.
The Company also receives commissions from clients for planning
and supervising work done by outside contractors in the physical
preparation of finished print advertisements and the production of
television and radio commercials. This commission is customarily
17.65% of the outside contractor's net charge, which is the same
as 15% of the outside contractor's total charges including
commission. With the spread of negotiated fees, the terms on
which outstanding contractors' charges are billed are subject to
wide variations and even include in some instances the elimination
of commissions entirely provided that there are adequate
negotiated fees.
The Company derives income in many other ways, including the
maintenance of specialized media placement facilities; the
creation and publication of brochures, billboards, point of sale
materials and direct marketing pieces for clients; the planning
and carrying out of specialized marketing research; managing
special events at which clients' products are featured; and
designing and carrying out interactive programs for special uses.
The five clients of the Company that made the largest
contribution in 1993 to income from commissions and fees accounted
individually for 3% to 10% of such income and in the aggregate
accounted for over 33% of such income. Twenty clients of the
Company accounted for approximately 47% of such income. Based on
income from commissions and fees, the three largest clients of the
Company are General Motors Corporation, Unilever and The Coca-Cola
Company. General Motors Corporation first became a client of one
of the Company's agencies in 1916 in the United States.
Predecessors of several of the Lintas agencies have supplied
advertising services to Unilever since 1893. Interpublic acquired
SSC&B, Inc. (now Lintas, Inc.) and its minority interest in the
Lintas agencies (49% in most cases) in September 1979. It
acquired the balance of the ownership of the Lintas agencies (51%
in most cases) in 1982. The client relationship with The Coca-
Cola Company began in 1942 in Brazil and in 1955 in the United
States. While the loss of the entire business of one of the
Company's three largest clients might have a material adverse
effect upon the business of the Company, the Company believes that
it is very unlikely that the entire business of any of these
clients would be lost at the same time, because it represents
several different brands or divisions of each of these clients in
a number of geographical markets - often through more than one of
the Company's agency systems.
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Representation of a client rarely means that the Company
handles advertising for all brands or product lines of the client
in all geographical locations. Any client may transfer its
business from an advertising agency within the Company to a
competing agency, and a client may reduce its advertising budget
at any time. The Company's advertising agencies in many instances
have written contracts with their clients.
As is customary in the industry, these contracts provide for
termination by either party on relatively short notice, usually 90
days but sometimes shorter or longer. In 1993, however, 43% of
income from commissions and fees was derived from clients that had
been associated with one or more of the Company's agencies or
their predecessors for 20 or more years.
Personnel
As of January 1, 1994, the Company employed approximately
17,600 persons, of whom approximately 4,500 were employed in the
United States. Because of the personal service character of the
marketing communications business, the quality of personnel is of
crucial importance to continuing success. There is keen
competition for qualified employees. Interpublic considers its
employee relations to be satisfactory.
The Company has an active program for training personnel. The
program includes meetings and seminars throughout the world. It
also involves training personnel in its offices in New York and in
its larger offices worldwide.
Competition and Other Factors
The advertising agency and other marketing communications
businesses are highly competitive. The Company's agencies must
compete with other agencies, both large and small, and also with
other providers of creative or media services which are not
themselves advertising agencies, in order to maintain existing
client relationships and to obtain new clients. Competition in
the advertising agency business depends to a large extent on the
client's perception of the quality of an agency's "creative
product." An agency's ability to serve clients, particularly
large international clients, on a broad geographic basis is also
an important competitive consideration.
Increasing size brings limitations to an agency's potential for
securing new business, because many clients prefer not to be
represented by an agency that represents a competitor. Moreover,
clients frequently wish to have different products represented by
different agencies. The fact that the Company owns three separate
worldwide agency systems and interests in other advertising
agencies gives it additional competitive opportunities.
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The advertising business is subject to government regulation,
both domestic and foreign. There has been an increasing tendency
in the United States on the part of advertisers to resort to the
courts to challenge comparative advertising on the grounds that
the advertising is false and deceptive. Through the years, there
has been a continuing expansion of specific rules, prohibitions,
media restrictions, labeling disclosures and warning requirements
with respect to the advertising for certain products.
Representatives within state governments and the federal
government as well as foreign governments continue to initiate
proposals to ban the advertising of specific products and to
impose taxes on or deny deductions for advertising which, if
successful, may have an adverse effect on advertising
expenditures.
Some countries are relaxing commercial restrictions as part of
their efforts to attract foreign investment. However, with
respect to other nations, the international operations of the
Company still remain exposed to certain risks which affect foreign
operations of all kinds, such as local legislation, monetary
devaluation, exchange control restrictions and unstable political
conditions. In addition, international advertising agencies are
from time to time exposed to the threat of forced divestment in
favor of local investors because they are considered an integral
factor in the communications process. A provision of the present
constitution in the Philippines is an example.
Item 2. Properties
Most of the advertising operations of the Company are carried
on in leased premises, and its physical property consists
primarily of leasehold improvements, furniture, fixtures and
equipment. These facilities are located in various cities in
which the Company does business throughout the world. However,
subsidiaries of the Company own office buildings in Louisville,
Kentucky; Warren, Michigan; Frankfurt, Germany; Sao Paulo, Brazil;
Lima, Peru; and Brussels, Belgium and own office condominiums in
Buenos Aires, Argentina; Bogota, Colombia; and Manila, the
Philippines. In England, subsidiaries of the Company own office
buildings in London, Manchester, Birmingham and Stoke-on-Trent.
The office building located in Warren, Michigan is held by
the Company subject to a mortgage which will terminate in April,
2000. The Company's ownership of the office building in Frankfurt
is subject to three mortgages which became effective on or about
February 1993. These mortgages terminate at different dates, with
the last to expire in February 2003. Reference is made to Note
14: Commitments and Contingent Liabilities of the Notes to the
Consolidated Financial Statements in the Company's Annual Report
to Stockholders for the year ended December 31, 1993, which Note
is hereby incorporated by reference.
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Item 3. Legal Proceedings
Two of the Company's advertising agencies, McCann-Erickson USA,
Inc. and Lintas, Inc., are defendants in an action commenced on
May 13, 1984 and currently being prosecuted by two plaintiffs in
the Circuit Court of Kanawha County, West Virginia, against
various manufacturers and distributors of tobacco products and
advertising agencies that promoted and advertised tobacco
products. In each of two counts, the plaintiffs seek $260,000,000
in compensatory and punitive damages against each defendant
advertising agency for alleged injuries claimed to have been
caused by the use of tobacco products advertised by them.
The Company's advertising agencies believe that they have
meritorious defenses to this action and are vigorously contesting
it. A motion to dismiss for lack of jurisdiction is pending.
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable.
Executive Officers of the Registrant
There follows the information disclosed in accordance with Item
401 of Regulation S-K of the Securities and Exchange Commission
(the "Commission") as required by Item 10 of Form 10-K with
respect to executive officers of the Registrant.
Name Age Office
Philip H. Geier, Jr. 59 Chairman of the Board, President
and Chief Executive Officer
Eugene P. Beard 58 Executive Vice President-Finance
and Operations and Chief
Financial Officer
Robert L. James 57 Chairman of the Board and Chief
Executive Officer of McCann-
Erickson Worldwide
Frank B. Lowe 52 Chairman of The Lowe Group
Kenneth L. Robbins 58 Chairman of the Board and Chief
Executive Officer of Lintas
Worldwide
C. Kent Kroeber 55 Senior Vice President - Human
Resources
Christopher Rudge 56 Senior Vice President, General
Counsel and Secretary
Also a Director.
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Name Age Office
Thomas J. Volpe 58 Senior Vice President-Financial
Operations
Salvatore F. LaGreca 40 Vice President and Controller
Joseph M. Studley 41 Vice President and Controller
Through March 31, 1994.
Effective as of April 1, 1994.
There is no family relationship among any of the executive
officers.
The employment histories for the past five years of Messrs.
Geier, Beard, James, Lowe and Robbins are incorporated by
reference to the Proxy Statement for Interpublic's 1994 Annual
Meeting of Stockholders.
Mr. Kroeber joined Interpublic in January 1966 as Manager of
Compensation and Training. He was elected a Vice President in
1970 and Senior Vice President in May 1980.
Mr. Rudge has been associated with Interpublic since January 1,
1973, when he joined it as an Attorney in its Law Department. He
was elected Vice President and Assistant General Counsel on May
15, 1984 and was elected to the additional office of Assistant
Secretary on May 20, 1986. Effective January 1, 1989, he was
elected General Counsel and Secretary. On May 15, 1990, Mr. Rudge
was elected a Senior Vice President of Interpublic.
Mr. Volpe joined Interpublic on March 3, 1986. He was
appointed Senior Vice President-Financial Operations on March 18,
1986. He served as Treasurer from January 1, 1987 through May 17,
1988 and the Treasurer's office continues to report to him. He
was Vice President and Treasurer of Colgate-Palmolive Company from
February 1981 to February 1986 and Assistant Corporate Controller
prior thereto.
Mr. LaGreca, a partner in the independent accounting firm of
KPMG Peat Marwick from 1986 until 1992, returned to Interpublic in
September 1992. While at KPMG Peat Marwick, he was the audit
partner in charge of the firm's advertising agency practice. In
that capacity, he supervised the technical accounting for, and
auditing of, financial statements of various advertising agency
clients. He was elected Vice President and Controller of
Interpublic on October 20, 1992. Mr. LaGreca, who began his
career with the Company as Assistant Treasurer of Lintas, Inc., a
subsidiary of Interpublic, remained in that position from 1981
through 1984. He was Assistant Controller of Interpublic from
1984 through 1986.
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Mr. Studley who has been elected as Vice President and
Controller of Interpublic effective as of April 1, 1994, has been
Senior Vice President and Chief Financial Officer of EC
Television, a division of Interpublic, since January 1, 1990. He
was a Vice President of Lintas New York, a division of one of
Interpublic's subsidiaries, from August 1, 1987 until December 31,
1989.
PART II
Item 5. Market for the Registrant's Common Equity and Related
Stockholder Matters
The response to this Item is incorporated by reference to the
Registrant's Annual Report to Stockholders for the year ended
December 31, 1993. See Note 12: Results by Quarter (Unaudited),
of the Notes to the Consolidated Financial Statements and
information under the heading Transfer Agent and Registrar for
Common Stock.
Item 6. Selected Financial Data
The response to this Item is incorporated by reference to the
Registrant's Annual Report to Stockholders for the year ended
December 31, 1993 under the heading Selected Financial Data for
Five Years.
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations
The response to this Item is incorporated by reference to the
Registrant's Annual Report to Stockholders for the year ended
December 31, 1993 under the heading Management's Discussion and
Analysis of Financial Condition and Results of Operations.
Item 8. Financial Statements and Supplementary Data
The response to this Item is incorporated in part by reference
to the Registrant's Annual Report to Stockholders for the year
ended December 31, 1993 under the headings Financial Statements
and Notes to the Consolidated Financial Statements. Reference is
also made to the Financial Statement Schedules listed under Item
14(a) of this Report on Form 10-K.
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure
Not applicable.
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PART III
Item 10. Directors and Executive Officers of the Registrant
The information required by this Item is incorporated by
reference to the Registrant's Proxy Statement for its 1994 Annual
Meeting of Stockholders (the "Proxy Statement") to be filed not
later than 120 days after the end of the 1993 calendar year,
except for the description of Interpublic's Executive Officers
which appears in Part I of this Report on Form 10-K under the
heading Executive Officers of the Registrant.
Item 11. Executive Compensation
The information required by this Item is incorporated by
reference to the Proxy Statement. Such incorporation by reference
shall not be deemed to specifically incorporate by reference the
information referred to in Item 402(a)(8) of Regulation S-K.
Item 12. Security Ownership of Certain Beneficial Owners and
Management
The information required by this Item is incorporated by
reference to the Proxy Statement.
Item 13. Certain Relationships and Related Transactions
The information required by this Item is incorporated by
reference to the Proxy Statement. Such incorporation by reference
shall not be deemed to specifically incorporate by reference the
information referred to in Item 402(a)(8) of Regulation S-K.
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PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports
on Form 8-K
(a) Listed below are all financial statements, financial
statement schedules and exhibits filed as part of this Report on
Form 10-K.
1. Financial Statements:
See the Index to Financial Statements on page F-1.
2. Financial Statement Schedules:
See the Index to Financial Statement Schedules on
page F-1.
3. Exhibits:
(Numbers used are the numbers assigned in Item 601 of
Regulation S-K and the EDGAR Filer Manual. An additional copy of
this exhibit index immediately precedes the exhibits filed with
this Report on Form 10-K and the exhibits transmitted to the
Commission as part of the electronic filing of the Report.)
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Exhibit No. Description
3 (i) The Restated Certificate of Incorporation of the
Registrant, as amended is incorporated by reference
to its Report on Form 10-K for the year ended
December 31, 1992. See Commission file number 1-
6686.
(ii) The By-Laws of the Registrant, amended as of February
19, 1991, are incorporated by reference to its Report
on Form 10-K for the year ended December 31, 1990.
See Commission file number 1-6686.
4 Instruments Defining the Rights of Security Holders.
Indenture, dated as of April 1, 1992, between Interpublic
and Morgan Guaranty Trust Company of New York is not
included as an Exhibit to this Report but will be
furnished to the Commission upon its request.
10 Material Contracts.
(a) Underwriting Agreement, dated March 30, 1992, by and
between Interpublic and Goldman Sachs International
Limited is incorporated by reference to Registrant's
Report on Form 10-K for the year ended December 31,
1992. See Commission file number 1-6686.
(b) Employment, Consultancy and other Compensatory
Arrangements with Management.
Employment and Consultancy Agreements and any
amendments or supplements thereto and other
compensatory arrangements filed with the Registrant's
Reports on Form 10-K for the years ended December 31,
1980 through December 31, 1992, inclusive, are
incorporated by reference in this Report on Form 10-
K. See Commission file number 1-6686. Listed below
are agreements or amendments to agreements between
the Registrant and its executive officers which
remain in effect on and after the date hereof or were
executed during the year ended December 31, 1993 and
thereafter, which are filed as exhibits to this
Report on Form 10-K.
(i) Eugene P. Beard
(a) Supplemental Agreement made as of January 5,
1994 to an Employment Agreement made as of
January 1, 1983.
(b) Supplemental Agreement made as of January 1,
1994 to an Employment Agreement made as of
January 1, 1983.
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(ii) Robert L. James
(a) Supplemental Agreement dated as of January 1,
1994 to an Employment Agreement made as of
January 1, 1991.
(b) Supplemental Agreement made as of July 21, 1992
to an Executive Severance Agreement made as of
July 21, 1987.
(iii) Frank B. Lowe
Supplemental Agreement dated as of January 1, 1994 to
an Employment Agreement dated as of January 1, 1991.
(iv) Salvatore F. LaGreca
Supplemental Agreement made as of March 1, 1994 to an
Employment Agreement made as of September 1, 1992.
(c) Executive Compensation Plans.
(i) Trust Agreement, dated as of June 1, 1990 between The
Interpublic Group of Companies, Inc., Lintas
Campbell-Ewald Company, McCann-Erickson USA, Inc.,
McCann-Erickson Marketing, Inc., Lintas, Inc. and
Manufacturers Hanover Trust Company, as Trustee, is
incorporated by reference to Registrant's Annual
Report on Form 10-K for the year ended December 31,
1990. See Commission file number 1-6686.
(ii) The Stock Option Plan (1988) and the Achievement
Stock Award Plan of the Registrant are incorporated
by reference to Appendices C and D of the Prospectus
dated May 4, 1989 forming part of its Registration
Statement on Form S-8 (No. 33-28143).
(iii) The Management Incentive Compensation Plan of the
Registrant is incorporated by reference to the
Appendix of the Prospectus dated March 21, 1988
forming part of its Registration Statement on Form S-
8 (No. 33-20291).
(iv) The 1986 Stock Incentive Plan of the Registrant.
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(v) The 1986 United Kingdom Stock Option Plan of the
Registrant is incorporated by reference to
Registrant's Annual Report on Form 10-K for the year
ended December 31, 1992. See Commission file number
1-6686.
(vi) The Employee Stock Purchase Plan (1985) of the
Registrant, as amended to date.
(vii) The Long-Term Performance Incentive Plan of the
Registrant is incorporated by reference to Appendix A
of the Prospectus dated December 12, 1988 forming
part of its Registration Statement on Form S-8 (No.
33-25555).
(viii) Resolution of the Board of Directors adopted on
February 16, 1993, amending the Long-Term Performance
Incentive Plan is incorporated by reference to
Registrant's Annual Report on Form 10-K for the year
ended December 31, 1992. See Commission file number
1-6686.
(ix) Resolution of the Board of Directors adopted on May
16, 1989 amending the Long-Term Performance Incentive
Plan is incorporated by reference to Registrant's
Report on Form 10-K for the year ended December 31,
1989. See Commission file number 1-6686.
(d) Loan Agreements.
(i) Amendment No. 2, dated as of October 5, 1993, between
Interpublic and Morgan Guaranty Trust Company of New
York ("Morgan") to a Credit Agreement, dated as of
September 30, 1992 and effective as of December 28,
1992, between Interpublic and Morgan.
(ii) Letter, dated November 1, 1993, between Interpublic
and Morgan.
(iii) Amendment No. 2, dated as of October 5, 1993, between
Interpublic and Chemical Bank ("Chemical") to a
Credit Agreement, dated as of September 30, 1992, and
effective as of December 23, 1992, between
Interpublic and Chemical.
(iv) Letter, dated September 14, 1993, between Interpublic
and Chemical.
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(v) Amendment No. 2, dated as of October 5, 1993, between
Interpublic and Citibank, N.A. ("Citibank") to a
Credit Agreement, dated as of September 30, 1992, and
effective as of December 22, 1992, between
Interpublic and Citibank.
(vi) Letter, dated October 8, 1993, between Interpublic
and Citibank.
(vii) Amendment No. 2, dated as of October 5, 1993, between
Interpublic and NBD Bank, N.A. ("NBD") to a Credit
Agreement, dated as of September 30, 1992, and
effective as of December 23, 1992, between
Interpublic and NBD.
(viii) Letter, dated October 25, 1993, between Interpublic
and NBD.
(ix) Amendment No. 3, dated as of October 5, 1993, between
Interpublic and NBD to a Term Loan Agreement, dated
as of March 14, 1991, between Interpublic and NBD.
(x) Letter, dated October 25, 1993, between Interpublic
and NBD.
(xi) Amendment No. 2, dated as of October 5, 1993, between
Interpublic and Trust Company Bank ("Trust") to a
Credit Agreement, dated as of September 30, 1992, and
effective as of December 30, 1992, between
Interpublic and Trust.
(xii) Letter, dated October 12, 1993, between Interpublic
and Trust.
(xiii) Amendment No. 4, dated as of October 5, 1993, between
Interpublic and Trust to a Credit Agreement, dated as
of March 14, 1991, between Interpublic and Trust.
(xiv) Letter, dated October 12, 1993, between Interpublic
and Trust.
(xv) Amendment No. 2, dated as of October 5, 1993, between
Interpublic and Union Bank of Switzerland ("UBS") to
a Credit Agreement, dated as of September 30, 1992,
and effective as of December 29, 1992, between
Interpublic and UBS.
(xvi) Letter, dated October 14, 1993, between Interpublic
and UBS.
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(xvii) Amendment No. 2, dated as of October 5, 1993, between
Interpublic and The Fuji Bank, Limited ("Fuji") to a
Credit Agreement, dated as of September 30, 1992, and
effective as of December 16, 1992, between
Interpublic and Fuji.
(xviii) Letter, dated October 19, 1993, between Interpublic
and Fuji.
(xix) Amendment No. 2, dated as of October 5, 1993, between
Interpublic and The Bank of New York ("BONY") to a
Credit Agreement, dated as of September 30, 1992, and
effective as of December, 30, 1992, between
Interpublic and BONY.
(xx) Letter, dated August 23, 1993, between Interpublic
and BONY.
(xxi) Amendment No. 2, dated as of October 5, 1993, between
Interpublic and Swiss Bank Corporation ("SBC") to a
Credit Agreement, dated as of September 30, 1992, and
effective as of December 18, 1992, between
Interpublic and SBC.
(xxii) Letter, dated October 12, 1993, between Interpublic
and SBC.
(xxiii) Amendment No. 3, dated as of November 17, 1993, to a
Note Purchase Agreement, dated as of August 20, 1991,
by and among Interpublic, McCann-Erickson Advertising
of Canada Ltd. ("McCann Canada"), MacLaren Lintas
Inc. ("MacLaren Lintas"), The Prudential Insurance
Company of America ("Prudential") and Prudential
Property and Casualty Insurance Company ("Prudential
Property").
(xxiv) Letter, dated November 17, 1993, among Interpublic,
McCann Canada, MacLaren Lintas, Prudential and
Prudential Property.
(xxv) Supplemental Agreement made October 27, 1993, between
Lowe International Limited, Lowe Worldwide Holdings
B.V., Lowe & Partners Inc. and Lloyds Bank plc as
Agent ("Lloyds").
(xxvi) Amendment No. 3, dated as of October 27, 1993,
between Interpublic and Lloyds to a Guarantee, dated
December 17, 1991.
- 18 -
PAGE
(xxvii) Other Loan and Guaranty Agreements filed with the
Registrant's Annual Report on Form 10-K for the years
ended December 31, 1988 and December 31, 1986 are
incorporated by reference in this Report on Form 10-
K. Other Credit Agreements, amendments to various
Credit Agreements, Termination Agreements, Loan
Agreements, a Note Purchase Agreement, dated August
20, 1991, Guarantee, dated December 17, 1991,
Notification dated March 14, 1991 by Registrant and
Intercreditor Agreements filed with the Registrant's
Report on Form 10-K for the years ended December 31,
1989 through December 31, 1992, inclusive and filed
with Registrant's Reports on Form 10-Q for the
periods ended March 31, 1993 and June 30, 1993 are
incorporated by reference into this Report on Form
10-K. See Commission file number 1-6686.
(e) Leases.
Material leases of premises are incorporated by
reference to the Registrant's Annual Report on Form
10-K for the years ended December 31, 1980 and
December 31, 1988. See Commission file number 1-
6686.
(f) Acquisition Agreement for Purchase of Real Estate.
(i) Acquisition Agreement (in German) between
Treuhandelsgesellschaft Aktiengesellschaft & Co.
Grundbesitz OHG and McCann-Erickson Deutschland GmbH
& Co. Management Property KG ("McCann-Erickson
Deutschland") and the English translation of the
Acquisition Agreement are incorporated by reference
to Registrant's Annual Report on Form 10-K for the
year ended December 31, 1992. See Commission file
number 1-6686.
(g) Mortgage Agreements and Encumbrances.
(i) Summaries In German and English of Mortgage
Agreements between McCann-Erickson Deutschland and
Frankfurter Hypothekenbank Aktiengesellschaft
("Frankfurter Hypothekenbank"), Mortgage Agreement,
dated January 22, 1993, between McCann-Erickson
Deutschland and Frankfurter Hypothekenbank, Mortgage
Agreement, dated January 22, 1993, between McCann-
Erickson Deutschland and Hypothekenbank, Summaries In
German and English of Mortgage Agreement, between
McCann-Erickson Deutschland and Frankfurter Sparkasse
and Mortgage Agreement, dated January 7, 1993,
between McCann-Erickson Deutschland and Frankfurter
Sparkasse are incorporated by reference to
Registrant's Annual Report on Form 10-K for the year
ended December 31, 1992. See Commission file number
1-6686.
- 19 -
PAGE
(ii) Summaries In German and English of Documents Creating
Encumbrances In Favor of Frankfurter Hypothekenbank
and Frankfurter Sparkasse In Connection With the
Aforementioned Mortgage Agreements, Encumbrance,
dated January 15, 1993, In Favor Of Frankfurter
Hypothekenbank, and Encumbrance, dated January 15,
1993, In Favor of Frankfurter Sparkasse are
incorporated by reference to Registrant's Annual
Report on Form 10-K for the year ended December 31,
1992. See Commission file number 1-6686.
(iii) Loan Agreement (in English and German), dated January
29, 1993 between Lintas Deutschland GmbH and McCann-
Erickson Deutschland is incorporated by reference to
Registrant's Annual Report on Form 10-K for the year
ended December 31, 1992. See Commission file number
1-6686.
11 Computation of Earnings Per Share.
13 This Exhibit includes: (a) those portions of the Annual
Report to Stockholders for the year ended December 31,
1993 which are included therein under the following
headings: Financial Highlights; Management's Discussion
and Analysis of Financial Condition and Results Of
Operations; Consolidated Balance Sheet; Consolidated
Statement of Income; Consolidated Statement of Cash Flows;
Consolidated Statement of Stockholders' Equity; Notes to
Consolidated Financial Statements (the aforementioned
consolidated financial statements together with the Notes
to Consolidated Financial Statements hereinafter shall be
referred to collectively as the "Consolidated Financial
Statements"); Report of Independent Accountants; Selected
Financial Data For Five Years; Report of Management; and
Stockholders' Information; and (b) Appendix to Exhibit 13.
21 Subsidiaries of the Registrant.
23 Consent of Independent Accountants.
24 Power of Attorney to sign Form 10-K and resolution of
Board of Directors re Power of Attorney.
- 20 -
PAGE
29 (a) Supplemental Agreements filed with Registrant's
Annual Report on Form 10-K for the year ended
December 31, 1990 are incorporated by reference into
this Report on Form 10-K. See Commission file number
1-6686.
(b) The Preferred Share Purchase Rights Plan as adopted
on July 18, 1989 is incorporated by reference to
Registrant's Registration Statement on Form 8-A dated
August 1, 1989 (No. 00017904) and, as amended, by
reference to Registrant's Registration Statement on
Form 8 dated October 3, 1989 (No. 00106686).
b) No reports on Form 8-K were filed during the quarter ended
December 31, 1993.
- 21 -
PAGE
SIGNATURES
Pursuant to the requirements of Section 13 of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report
to be signed on its behalf by the undersigned, thereunto duly
authorized.
THE INTERPUBLIC GROUP OF COMPANIES, INC.
(Registrant)
March 30, 1994 BY: Philip H. Geier, Jr.
Philip H. Geier, Jr.,
Chairman of the Board,
President and Chief
Executive Officer
Pursuant to the requirements of the Securities Exchange Act of
1934, this Report has been signed below by the following persons
on behalf of the Registrant and in the capacities and on the dates
indicated.
Name Title Date
Chairman of the Board, March 30, 1994
President and Chief Executive
Philip H. Geier, Jr. Officer (Principal Executive
Philip H. Geier, Jr. Officer) and Director
Executive Vice President March 30, 1994
-Finance and Operations
Eugene P. Beard (Principal Financial
Eugene P. Beard Officer) and Director
Vice President and March 30, 1994
Salvatore F. LaGreca Controller (Principal
Salvatore F. LaGreca Accounting Officer)
*Robert L. James Director March 30, 1994
Robert L. James
*Frank B. Lowe Director March 30, 1994
Frank B. Lowe
- 22 -
PAGE
*Kenneth L. Robbins Director March 30, 1994
Kenneth L. Robbins
*Leif H. Olsen Director March 30, 1994
Leif H. Olsen
*J. Phillip Samper Director March 30, 1994
J. Phillip Samper
*Joseph J. Sisco Director March 30, 1994
Joseph J. Sisco
*Frank Stanton Director March 30, 1994
Frank Stanton
*Jacqueline G. Wexler Director March 30, 1994
Jacqueline G. Wexler
*By Philip H. Geier, Jr.
Philip H. Geier, Jr.
Attorney-in-fact
- 23 -
PAGE
INDEX TO FINANCIAL STATEMENTS
The Financial Highlights, Management's Discussion and Analysis of
Financial Condition and Results of Operations, Consolidated
Financial Statements, Selected Financial Data for Five Years,
Report of Management appearing in the accompanying Annual Report
to Stockholders for the year ended December 31, 1993, together
with the report thereon of Price Waterhouse dated February 9, 1994
thereof, are incorporated by reference in this report on Form 10-
K. With the exception of the aforementioned information and the
information incorporated in Items 5, 6, 7 and 8, no other data
appearing in the Annual Report to Stockholders for the year ended
December 31, 1993 is deemed to be filed as part of this report on
Form 10-K.
The following financial statement schedules should be read in
conjunction with the financial statements in such Annual Report to
Stockholders for the year ended December 31, 1993. Financial
statement schedules not included in this report on Form 10-K have
been omitted because they are not applicable or the required
information is shown in the financial statements or the notes
thereto.
Separate financial statements for the companies which are 50% or
less owned and accounted for by the equity method have been
omitted because, considered in the aggregate as a single
subsidiary, they do not constitute a significant subsidiary.
INDEX TO FINANCIAL STATEMENT SCHEDULES
Page
Report of Independent Accountants on
Financial Statement Schedules F-2
Consent of Independent Accountants F-2
Financial Statement Schedules Required to be Filed by Item 8 of
this form:
II Amounts Receivable from Related Parties and
Underwriters, Promoters, and Employees Other
than Related Parties F-3
VIII Valuation and Qualifying Accounts F-4
IX Short-Term Borrowings F-5
X Supplementary Income Statement Information F-6
F-1
PAGE
REPORT OF INDEPENDENT ACCOUNTANTS
ON FINANCIAL STATEMENT SCHEDULES
To the Board of Directors of
The Interpublic Group of Companies, Inc.
Our audits of the consolidated financial statements referred to in
our report dated February 9, 1994 appearing in the 1993 Annual
Report to Stockholders of The Interpublic Group of Companies, Inc.
(which report and consolidated financial statements are
incorporated by reference in this Annual Report on Form 10-K) also
included an audit of the Financial Statement Schedules listed in
Item 14 (a) of this Form 10-K. In our opinion, these Financial
Statement Schedules present fairly, in all material respects, the
information set forth therein when read in conjunction with the
related consolidated financial statements.
PRICE WATERHOUSE
New York, New York
February 9, 1994
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the
Registration Statements on Form S-8 of The Interpublic Group of
Companies, Inc. (the "Company"), of our report dated February 9,
1994, appearing in the 1993 Annual Report to Stockholders which is
incorporated in this Annual Report on Form 10-K: Registration
Statements No. 2-79071; No. 2-43811; No. 2-56269; No. 2-61346; No.
2-64338; No. 2-67560; No. 2-72093; No. 2-88165; No. 2-90878, No.
2-97440 and No. 33-28143, relating variously to the Stock Option
Plan (1971), the Stock Option Plan (1981), the Stock Option Plan
(1988) and the Achievement Stock Award Plan of the Company;
Registration Statements No. 2-53544; No. 2-91564, No. 2-98324, No.
33-22008 and No. 33-64062, relating variously to the Employee
Stock Purchase Plan (1975) and the Employee Stock Purchase Plan
(1985) of the Company; Registration Statements No. 33-20291 and
No. 33-2830 relating to the Management Incentive Compensation Plan
of the Company; Registration Statement No. 33-5352 and No. 33-
21605 relating to the 1986 Stock Incentive Plan and 1986 United
Kingdom Stock Option Plan of the Company; and Registration
Statement No. 33-10087 and No. 33-25555 relating to the Long-Term
Performance Incentive Plan of the Company. We also consent to the
incorporation by reference in the Prospectus constituting part of
the Registration Statement on Form S-3 (No. 33-37346) of our
report dated February 9, 1994, appearing in the 1993 Annual Report
to Stockholders which is incorporated in this Annual Report on
Form 10-K. We also consent to the incorporation by reference of
our report on the Financial Statement Schedules, which appears
above.
PRICE WATERHOUSE
New York, New York
March 25, 1994
F-2
PAGE
SCHEDULE II
THE INTERPUBLIC GROUP OF COMPANIES, INC. AND ITS SUBSIDIARIES
AMOUNTS RECEIVABLE FROM RELATED PARTIES AND UNDERWRITERS,
PROMOTERS, AND EMPLOYEES OTHER THAN RELATED PARTIES.
For the Years Ended December 31, 1993, 1992 and 1991
(Dollars in Thousands)
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
Balance at Deductions - Balance
Beginning Amounts at End
Name of Debtor of Period Additions Collected Other of Period
1993:
A. Gomes $ 137 $ -0- $ (45) $(24) $ 68
G. Bowen $ 300 $ -0- $(300) $-0- $-0-
1992:
A. Gomes $ -0- $ 137 $ -0- $-0- $137
G. Bowen $ -0- $ 300 $ -0- $-0- $300
1991:
T. Goodgoll $ -0- $ 159 $(159) $-0- $-0-
Effect of currency translation.
Loan is due December 31, 1994 and interest is charged at the
prevailing market rate.
F-3
PAGE
SCHEDULE VIII
THE INTERPUBLIC GROUP OF COMPANIES, INC. AND ITS SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
For the Years Ended December 31, 1993, 1992 and 1991
(Dollars in Thousands)
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E
Additions
(1) (2)
Charged Charged
to to other
Balance costs & accounts- Deductions- Balance
Description January 1 expenses describe describe December
31
Allowance for
Doubtful Accounts -
deducted from
Receivables in the
Consolidated
Balance Sheet:
1993 $15,559 $5,600 $ 764 $3,823
$16,834
$ 898 $2,360
$ 196
1992 $18,553 $4,320 $ 449 $5,497
$15,559
$2,266
1991 $18,815 $3,434 $ 447 $4,143
$18,553
Notes:
Allowance for doubtful accounts of acquired and newly
consolidated companies, net of divestitures.
Foreign currency translation adjustment.
Principally amounts written off.
Reversal of previously written off accounts.
Miscellaneous.
F-4
PAGE
SCHEDULE IX
THE INTERPUBLIC GROUP OF COMPANIES, INC. AND ITS SUBSIDIARIES
SHORT-TERM BORROWINGS
For the Years Ended December 31, 1993, 1992 and 1991
(Dollars in Thousands)
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E COLUMN F
At End of Period
Weighted
Maximum Average average
Category of Balance Weighted amount amount interest
aggregate at end average outstanding outstanding rate
short-term of interest during the during the during the
borrowings period rate period period period
Payable to Banks:
1993: $130,457 6.6% $130,457 $110,972 7.2 %
1992: $ 80,617 9.7% $159,648 $120,482 7.4%
1991 $151,781 10.4% $198,450 $167,963 9.4%
Generally are lines of credit and overdraft facilities bearing interest at prevailing rates.
Does not include interest on short or long-term borrowings, or current portion of long-term
borrowings.
Computed principally on the basis of average quarterly amounts.
F-5
PAGE
SCHEDULE X
THE INTERPUBLIC GROUP OF COMPANIES, INC. AND ITS SUBSIDIARIES
SUPPLEMENTARY INCOME STATEMENT INFORMATION
For the Years Ended December 31, 1993, 1992 and 1991
(Dollars in Thousands)
COLUMN A COLUMN B
Item Charged to Costs and Expenses
1993 1992 1991
Maintenance and repairs $20,127 $22,196 $19,582
Amortization of
Intangible Assets $18,730 $19,573 $17,004
Taxes Other Than Payroll
and Income Taxes $16,561 $18,519 $13,099
F-6
PAGE
INDEX TO DOCUMENTS
Exhibit No. Description
3 (i) The Restated Certificate of Incorporation of the
Registrant, as amended is incorporated by reference to its
Report on Form 10-K for the year ended December 31, 1992.
See Commission file number 1-6686.
(ii) The By-Laws of the Registrant, amended as of February 19,
1991, are incorporated by reference to its Report on Form
10-K for the year ended December 31, 1990. See Commission
file number 1-6686.
4 Instruments Defining the Rights of Security Holders.
Indenture, dated as of April 1, 1992, between Interpublic
and Morgan Guaranty Trust Company of New York is not
included as an Exhibit to this Report but will be furnished
to the Commission upon its request.
10 Material Contracts.
(a) Underwriting Agreement, dated March 30, 1992, by and
between Interpublic and Goldman Sachs International Limited
is incorporated by reference to Registrant's Report on Form
10-K for the year ended December 31, 1992. See Commission
file number 1-6686.
(b) Employment, Consultancy and other Compensatory Arrangements
with Management.
Employment and Consultancy Agreements and any amendments or
supplements thereto and other compensatory arrangements
filed with the Registrant's Reports on Form 10-K for the
years ended December 31, 1980 through December 31, 1992,
inclusive, are incorporated by reference in this Report on
Form 10-K. See Commission file number 1-6686. Listed
below are agreements or amendments to agreements between
the Registrant and its executive officers which remain in
effect on and after the date hereof or were executed during
the year ended December 31, 1993 and thereafter, which are
filed as exhibits to this Report on Form 10-K.
INDEX - 1
PAGE
(i) Eugene P. Beard
(a) Supplemental Agreement made as of January
5, 1994 to an Employment Agreement made
as of January 1, 1983.
(b) Supplemental Agreement made as of January
1, 1994 to an Employment Agreement made
as of January 1, 1983.
(ii) Robert L. James
(a) Supplemental Agreement dated as of
January 1, 1994 to an Employment
Agreement made as of January 1, 1991.
(b) Supplemental Agreement made as of July
21, 1992 to an Executive Severance
Agreement made as of July 21, 1987.
(iii) Frank B. Lowe
Supplemental Agreement dated as of January 1,
1994 to an Employment Agreement dated as of
January 1, 1991.
(iv) Salvatore F. LaGreca
Supplemental Agreement made as of March 1,
1994 to an Employment Agreement made as of
September 1, 1992.
(c) Executive Compensation Plans.
(i) Trust Agreement, dated as of June 1, 1990
between The Interpublic Group of Companies,
Inc., Lintas Campbell-Ewald Company, McCann-
Erickson USA, Inc., McCann-Erickson Marketing,
Inc., Lintas, Inc. and Manufacturers Hanover
Trust Company, as Trustee, is incorporated by
reference to Registrant's Annual Report on
Form 10-K for the year ended December 31,
1990. See Commission file number 1-6686.
(ii) The Stock Option Plan (1988) and the
Achievement Stock Award Plan of the Registrant
are incorporated by reference to Appendices C
and D of the Prospectus dated May 4, 1989
forming part of its Registration Statement on
Form S-8 (No. 33-28143).
(iii) The Management Incentive Compensation Plan of
the Registrant is incorporated by reference to
the Appendix of the Prospectus dated March 21,
1988 forming part of its Registration
Statement on Form S-8 (No. 33-20291).
INDEX - 2
PAGE
(iv) The 1986 Stock Incentive Plan of the
Registrant.
(v) The 1986 United Kingdom Stock Option Plan of
the Registrant is incorporated by reference to
Registrant's Annual Report on Form 10-K for
the year ended December 31, 1992. See
Commission file number 1-6686.
(vi) The Employee Stock Purchase Plan (1985) of the
Registrant, as amended to date.
(vii) The Long-Term Performance Incentive Plan of
the Registrant is incorporated by reference to
Appendix A of the Prospectus dated December
12, 1988 forming part of its Registration
Statement on Form S-8 (No. 33-25555).
(viii) Resolution of the Board of Directors adopted
on February 16, 1993, amending the Long-Term
Performance Incentive Plan is incorporated by
reference to Registrant's Annual Report on
Form 10-K for the year ended December 31,
1992. See Commission file number 1-6686.
(ix) Resolution of the Board of Directors adopted
on May 16, 1989 amending the Long-Term
Performance Incentive Plan is incorporated by
reference to Registrant's Report on Form 10-K
for the year ended December 31, 1989. See
Commission file number 1-6686.
(d) Loan Agreements.
(i) Amendment No. 2, dated as of October 5, 1993,
between Interpublic and Morgan Guaranty Trust
Company of New York ("Morgan") to a Credit
Agreement, dated as of September 30, 1992 and
effective as of December 28, 1992, between
Interpublic and Morgan.
INDEX - 3
PAGE
(ii) Letter, dated November 1, 1993, between
Interpublic and Morgan.
(iii) Amendment No. 2, dated as of October 5, 1993,
between Interpublic and Chemical Bank
("Chemical") to a Credit Agreement, dated as
of September 30, 1992, and effective as of
December 23, 1992, between Interpublic and
Chemical.
(iv) Letter, dated September 14, 1993, between
Interpublic and Chemical.
(v) Amendment No. 2, dated as of October 5, 1993,
between Interpublic and Citibank, N.A.
("Citibank") to a Credit Agreement, dated as
of September 30, 1992, and effective as of
December 22, 1992, between Interpublic and
Citibank.
(vi) Letter, dated October 8, 1993, between
Interpublic and Citibank.
(vii) Amendment No. 2, dated as of October 5, 1993,
between Interpublic and NBD Bank, N.A. ("NBD")
to a Credit Agreement, dated as of September
30, 1992, and effective as of December 23,
1992, between Interpublic and NBD.
(viii) Letter, dated October 25, 1993, between
Interpublic and NBD.
(ix) Amendment No. 3, dated as of October 5, 1993,
between Interpublic and NBD to a Term Loan
Agreement, dated as of March 14, 1991, between
Interpublic and NBD.
(x) Letter, dated October 25, 1993, between
Interpublic and NBD.
(xi) Amendment No. 2, dated as of October 5, 1993,
between Interpublic and Trust Company Bank
("Trust") to a Credit Agreement, dated as of
September 30, 1992, and effective as of
December 30, 1992, between Interpublic and
Trust.
(xii) Letter, dated October 12, 1993, between
Interpublic and Trust.
(xiii) Amendment No. 4, dated as of October 5, 1993,
between Interpublic and Trust to a Credit
Agreement, dated as of March 14, 1991, between
Interpublic and Trust.
(xiv) Letter, dated October 12, 1993, between
Interpublic and Trust.
INDEX - 4
PAGE
(xv) Amendment No. 2, dated as of October 5, 1993,
between Interpublic and Union Bank of
Switzerland ("UBS") to a Credit Agreement,
dated as of September 30, 1992, and effective
as of December 29, 1992, between Interpublic
and UBS.
(xvi) Letter, dated October 14, 1993, between
Interpublic and UBS.
(xvii) Amendment No. 2, dated as of October 5, 1993,
between Interpublic and The Fuji Bank, Limited
("Fuji") to a Credit Agreement, dated as of
September 30, 1992, and effective as of
December 16, 1992, between Interpublic and
Fuji.
(xviii) Letter, dated October 19, 1993, between
Interpublic and Fuji.
(xix) Amendment No. 2, dated as of October 5, 1993,
between Interpublic and The Bank of New York
("BONY") to a Credit Agreement, dated as of
September 30, 1992, and effective as of
December, 30, 1992, between Interpublic and
BONY.
(xx) Letter, dated August 23, 1993, between
Interpublic and BONY.
(xxi) Amendment No. 2, dated as of October 5, 1993,
between Interpublic and Swiss Bank Corporation
("SBC") to a Credit Agreement, dated as of
September 30, 1992, and effective as of
December 18, 1992, between Interpublic and
SBC.
(xxii) Letter, dated October 12, 1993, between
Interpublic and SBC.
(xxiii) Amendment No. 3, dated as of November 17,
1993, to a Note Purchase Agreement, dated as
of August 20, 1991, by and among Interpublic,
McCann-Erickson Advertising of Canada Ltd.
("McCann Canada"), MacLaren Lintas Inc.
("MacLaren Lintas"), The Prudential Insurance
Company of America ("Prudential") and
Prudential Property and Casualty Insurance
Company ("Prudential Property").
(xxiv) Letter, dated November 17, 1993, among
Interpublic, McCann Canada, MacLaren Lintas,
Prudential and Prudential Property.
INDEX - 5
PAGE
(xxv) Supplemental Agreement made October 27, 1993,
between Lowe International Limited, Lowe
Worldwide Holdings B.V., Lowe & Partners Inc.
and Lloyds Bank plc as Agent ("Lloyds").
(xxvi) Amendment No. 3, dated as of October 27, 1993,
between Interpublic and Lloyds to a Guarantee,
dated December 17, 1991.
(xxvii) Other Loan and Guaranty Agreements filed with
the Registrant's Annual Report on Form 10-K
for the years ended December 31, 1988 and
December 31, 1986 are incorporated by
reference in this Report on Form 10-K. Other
Credit Agreements, amendments to various
Credit Agreements, Termination Agreements,
Loan Agreements, a Note Purchase Agreement,
dated August 20, 1991, Guarantee, dated
December 17, 1991, Notification dated March
14, 1991 by Registrant and Intercreditor
Agreements filed with the Registrant's Report
on Form 10-K for the years ended December 31,
1989 through December 31, 1992, inclusive and
filed with Registrant's Reports on Form 10-Q
for the periods ended March 31, 1993 and June
30, 1993 are incorporated by reference into
this Report on Form 10-K. See Commission file
number 1-6686.
(e) Leases.
Material leases of premises are incorporated
by reference to the Registrant's Annual Report
on Form 10-K for the years ended December 31,
1980 and December 31, 1988. See Commission
file number 1-6686.
(f) Acquisition Agreement for Purchase of Real Estate.
(i) Acquisition Agreement (in German) between
Treuhandelsgesellschaft Aktiengesellschaft &
Co. Grundbesitz OHG and McCann-Erickson
Deutschland GmbH & Co. Management Property KG
("McCann-Erickson Deutschland") and the
English translation of the Acquisition
Agreement are incorporated by reference to
Registrant's Annual Report on Form 10-K for
the year ended December 31, 1992. See
Commission file number 1-6686.
INDEX - 6
PAGE
(g) Mortgage Agreements and Encumbrances.
(i) Summaries In German and English of Mortgage
Agreements between McCann-Erickson Deutschland
and Frankfurter Hypothekenbank
Aktiengesellschaft ("Frankfurter
Hypothekenbank"), Mortgage Agreement, dated
January 22, 1993, between McCann-Erickson
Deutschland and Frankfurter Hypothekenbank,
Mortgage Agreement, dated January 22, 1993,
between McCann-Erickson Deutschland and
Hypothekenbank, Summaries In German and
English of Mortgage Agreement, between McCann-
Erickson Deutschland and Frankfurter Sparkasse
and Mortgage Agreement, dated January 7, 1993,
between McCann-Erickson Deutschland and
Frankfurter Sparkasse are incorporated by
reference to Registrant's Annual Report on
Form 10-K for the year ended December 31,
1992. See Commission file number 1-6686.
(ii) Summaries In German and English of Documents
Creating Encumbrances In Favor of Frankfurter
Hypothekenbank and Frankfurter Sparkasse In
Connection With the Aforementioned Mortgage
Agreements, Encumbrance, dated January 15,
1993, In Favor Of Frankfurter Hypothekenbank,
and Encumbrance, dated January 15, 1993, In
Favor of Frankfurter Sparkasse are
incorporated by reference to Registrant's
Annual Report on Form 10-K for the year ended
December 31, 1992. See Commission file number
1-6686.
(iii) Loan Agreement (in English and German), dated
January 29, 1993 between Lintas Deutschland
GmbH and McCann-Erickson Deutschland is
incorporated by reference to Registrant's
Annual Report on Form 10-K for the year ended
December 31, 1992. See Commission file number
1-6686.
11 Computation of Earnings Per Share.
INDEX - 7
PAGE
13 This Exhibit includes: (a) those portions of the Annual Report
to Stockholders for the year ended December 31, 1993 which are
included therein under the following headings: Financial
Highlights; Management's Discussion and Analysis of Financial
Condition and Results Of Operations; Consolidated Balance Sheet;
Consolidated Statement of Income; Consolidated Statement of Cash
Flows; Consolidated Statement of Stockholders' Equity; Notes to
Consolidated Financial Statements (the aforementioned
consolidated financial statements together with the Notes to
Consolidated Financial Statements hereinafter shall be referred
to as the "Consolidated Financial Statements"); Report of
Independent Accountants; Selected Financial Data For Five Years;
Report of Management; and Stockholders' Information; and (b)
Appendix to Exhibit 13.
21 Subsidiaries of the Registrant.
23 Consent of Independent Accountants.
24 Power of Attorney to sign Form 10-K and resolution of Board of
Directors re Power of Attorney.
29 (a) Supplemental Agreements filed with Registrant's Annual
Report on Form 10-K for the year ended December 31, 1990
are incorporated by reference into this Report on Form 10-
K. See Commission file number 1-6686.
(b) The Preferred Share Purchase Rights Plan as adopted on July
18, 1989 is incorporated by reference to Registrant's
Registration Statement on Form 8-A dated August 1, 1989
(No. 00017904) and, as amended, by reference to
Registrant's Registration Statement on Form 8 dated October
3, 1989 (No. 00106686).
INDEX - 8