T H E
I N T E R P U B L I C
G R O U P
O F
C O M PA N I E S
2 0 0 3 A N N U A L R E P O R T
A LETTER FROM THE C HAIRMAN
T O O U R S H A R E H O L D E R S :
This past year was one that began the transformation of
Interpublic. We set strategic priorities, achieved a number
them and put numerous legacy issues to rest. Most
of
important, we stabilized the company and set it on a new
course. We now move to the next step in the process of
renewal: the pursuit of differentiation and sustainable growth.
The company’s challenges—so clearly evident a year ago—
reflected past business actions shaped largely by the 1990s
boom, as well as the continuing harsh economic environment
for providers of marketing services.
Early on, the new management team stressed the need for
a dramatic turnaround. An overhaul of our complex organiza-
tional and financial structures was required. So was a move
away from a reliance on acquisitions to a new culture based on
organic growth, transparency and accountability. Most vital in
the new marketing reality, we had to put in motion systemic
changes that would enable our companies to better work
together on behalf of clients. Ultimately, the situation called
for a reassessment, perhaps even a reinvention, of our vision
and our mission.
We didn’t shy away from telling you that this turnaround
would require strong resolve—a commitment to stay the course
over a 24- to 36-month time frame, in order to restore Interpublic
to its rightful place at the head of an industry we pioneered.
We pledged to you that we would move with speed
to systematically work through and resolve Interpublic’s
problems—and we have done so. We warned that our progress
would not always be linear, though progress there would
clearly be. Again, we did not disappoint. We’re not declaring
victory by any means. But we are proud of how far we have come.
We detailed a road map for the first stage of the turn-
around by clearly communicating the five key priorities
against which to measure us. These were our abilities
to: strengthen the balance sheet, bolster financial reliability
and accountability, improve margins, boost organic growth,
and recruit world-class talent into both the corporate center
and our operating units.
Great strides were made related to each of these strategic
priorities in 2003. Most telling of all were the changes
in culture that began to emerge over the course of the
year. Previous experience in turnaround situations has
taught our management team that this type of change is
the most powerful driver of potential success. We’re seeing
collaboration as never before at Interpublic. We are seeing
T H E I N T E R P U B L I C G R O U P O F C O M PA N I E S I 2 0 0 3 A N N U A L R E P O R T 1
key executives and their companies become increasingly
receptive to a culture of continuous improvement and
accountability. These are important early indicators.
Before reviewing our accomplishments in the five priority
areas and addressing matters that will have important implica-
tions for the future of Interpublic, what follows is a review of
the company’s financial results for the year just ended.
2003 RESULTS
On a reported basis, revenue for the year rose by 2.2% to
$5.86 billion. This result reflected the benefit of foreign
exchange on revenue earned outside of the United States.
Removing the effects of currency, acquisitions and disposi-
tions and other adjustments, the company’s organic revenue
declined by 3.6% in 2003.
Salaries and related expenses grew by 3.0%, also reflective of
the impact of currency translation. On a constant basis, salaries
in investment impairment and litigation charges. Regrettably,
the restructuring charges, nondeductible impairment charges
and poor international performance that received little or no
tax benefit led to a disproportionate tax provision that further
impacted our results.
The net loss of $451.7 million for the year compared
to income of $99.5 million in 2002. The resulting loss per share
was $1.17, compared with earnings of $0.26 per share in 2002.
It is apparent that our results in 2003 were disappointing.
It’s just as clear that they were complicated, due to write-downs,
impairments and divestitures, as well as the restructuring
and shut-downs of acquired businesses that negatively affected
our growth. Much of this activity was noncash and all of it
was required. It is management’s responsibility to move the
company forward through the turnaround process as rapidly as
possible. With these actions and associated charges behind us,
the first phase of the turnaround is largely complete.
I T I S M A N A G E M E N T ’ S R E S P O N S I B I L I T Y T O M O V E T H E C O M P A N Y F O R W A R D
T H R O U G H T H E T U R N A R O U N D P R O C E S S A S R A P I D L Y A S P O S S I B L E .
and related expenses decreased 1.2% relative to 2002. Office and
general expenses were also down, 0.3% on a reported basis and
9.3% on a constant basis. These declines were driven in large
part by the restructuring program we announced in the second
quarter and began to implement in the third quarter of 2003.
Restructuring charges for the year were $175.6 million.
Operating margins in both the third and fourth quarters of last
year benefited from the restructuring and other cost initiatives
undertaken by management.
As part of its turnaround efforts, the company also took
other actions that resulted in a number of charges. Long-lived
asset impairment totaled $286.9 million, primarily reflecting
the noncash write-down of assets in motor sports and sports
marketing. Operating income was reduced by impairment and
restructuring charges and amounted to $52.2 million for the
year, compared to $359.0 million in 2002.
Additional actions related to the turnaround resulted in
charges associated with the prepayment of debt, as well as
BALANCE SHEET AND MARGINS
Progress was most evident against the strategic priority of
strengthening Interpublic’s balance sheet and its financial
condition. Our financing activities in March and December
were immensely successful. We also sold NFO, as well as
nonstrategic equity investments in Modem Media and Taylor
Nelson Sofres.
These initiatives allowed us to pay down debt to the lowest
levels in many years. Following our concurrent common stock
and mandatorily convertible preferred stock offerings late in
the year, we had a debt-to-capital ratio of 48.7%, down from
over 64% at the end of the third quarter of 2001. In January
2004, we paid down our subordinated convertible notes due
later in the year; considering this transaction, our debt-to-cap-
ital ratio was 46.1%.
Our debt maturity schedule and our liquidity position
are equally strong. At year-end, 2003, we had $2.0 billion in
cash and cash equivalents, double the amount at year-end,
2 T H E I N T E R P U B L I C G R O U P O F C O M PA N I E S I 2 0 0 3 A N N U A L R E P O R T
2002. We are extremely pleased with our progress in these
areas. I can unequivocally say to you that today Interpublic has
one of the strongest balance sheets in the sector.
We also promised improvement in the area of financial
accountability and reliability. Bringing on Chris Coughlin as
our new Chief Operating Officer and Chief Financial Officer
was the most important step we took in this area. Chris
continues to upgrade financial management across the
organization. He has already aligned the reporting structure
of our divisional CFOs with Interpublic corporate finance
and has begun to improve the company’s reporting,
forecasting and control processes. Chris is a world-class
operating and financial executive who has many years of
experience managing complex multinational organizations.
He’s been involved in a number of successful turnarounds
and is playing an important role in ours.
by realigning our incentive compensation, by appointing
Interpublic’s first Chief Growth and Collaboration Officer,
by developing a comprehensive collaboration tool kit and by
creating a supplemental incentive plan to reward collaborative,
business-building behavior.
This “Organic Growth Initiative” got off
to a strong
start in the second half of 2003. We have rolled it out into our
major regions and look forward to refining these activities
in 2004. In many major world markets, there are now growth
groups with participants from various Interpublic sister
companies. We also named the industry’s first Director
of Diversity to ensure that our workforce and our work
reflect the broadest spectrum of perspectives and insight.
Next on our agenda is creating a growth academy, in which
we will train practitioners to become fluent in all aspects
of marketing communications.
As Chris, his team and the operating unit finance groups
Collaboration is also evident in the willingness of our
I C A N U N E Q U I V O C A L L Y S A Y T O Y O U T H A T T O D A Y I N T E R P U B L I C H A S
O N E O F T H E S T R O N G E S T B A L A N C E S H E E T S I N T H E S E C T O R .
implemented the restructuring program in 2003, we began to
see positive effects on the company’s margin performance.
When we first announced the restructuring program in
midyear, we committed to making major improvements
in run-rate margins by the end of 2003. On a reported basis,
our operating margin in the fourth quarter of the year was
9.2%—it’s clear that we are under way to achieving that goal.
GROWTH INITIATIVES AND TALENT
In the area of growth, much has been accomplished, but
there remains much to be done. Compared to the prior
quarter, each of the final three quarters of 2003 showed
sequential improvement in organic growth. This trend
dovetails with the arrival of the new management team. It
is another proof point for the benefits that our efforts to
reshape the company’s culture can have on our future.
Starting at midyear, we moved to better connect our
companies in order to drive results for our clients—
companies to look for new ways of doing business together.
This includes co-location in smaller, developing markets, client
referrals, and joint development of professional resources. This
type of behavior is largely new to our company, which makes it
a major milestone for Interpublic.
At the end of the day, we are in a talent business. That,
more than any other factor, will be the key driver of our
long-term success. It was gratifying, therefore, to see the level
of interest in Interpublic on the part of exceptional individu-
als in 2003. In all sectors of our business, from all parts
of the world, top people saw Interpublic as the place to come
for those who want to make a difference.
We enjoyed a considerable inflow of world-class talent, both
at the corporate level and within the operating groups. This
was most notable at McCann, which benefited considerably
from John Dooner’s return to that company. Throughout the
year, John made huge inroads by actively recruiting new senior
regional and functional leadership to his organization. This
T H E I N T E R P U B L I C G R O U P O F C O M PA N I E S I 2 0 0 3 A N N U A L R E P O R T 3
began to bear fruit in the fourth quarter of 2003, as we saw
signs of a revenue recovery at McCann.
A new team is also in place at Lowe globally and in a
number of its key European markets. Creative upgrades were
made across FCB, which also named new leaders in Europe
and many markets across the United States, including the
flagship New York office. Top executives joined our ranks
to run a number of our marketing services companies.
The performance of our domestic independent agencies
continued to be exemplary. They are well positioned to
benefit from a recovery in the US ad market.
Other noteworthy developments involved the resolution
of a number of significant overhang issues. From the begin-
ning, the new management team indicated a commitment to
exiting the motor sports venues acquired in the late 1990s.
During the year, we succeeded in selling go-karting and
motorcycle-racing operations. In January of 2004, we sold
the four auto racing tracks at our Brands Hatch Circuits unit
in the United Kingdom, leaving only our Silverstone and
British Grand Prix operations. We also reached agreement
on a proposed settlement with shareholders pursuing class
action lawsuits arising from the restatement of earnings in
2002. And we continued to limit acquisition activity, thereby
ensuring that future cash obligations for earn-outs will
decrease dramatically in 2004 and again in 2005.
MOVING FORWARD
We are nearing the end of the first phase of our turnaround.
This does not mean our commitment to the five strategic pillars
that guided us through this past year will waver or wane.
It means only that we must look forward and develop new
yardsticks with which to measure our progress.
There are a number of new realities that should drive
significant growth in our business in the years to come. We
are well positioned in a number of them.
Clients will increasingly reward accountability. Determining
the return on investment on the marketing programs we create
will be vital for future success. A number of our advertising and
direct marketing companies are expert in this regard; all of our
companies will have to invest intellectual capital in this arena.
The Internet as a marketing medium has once again begun
to show signs of growth. We are fortunate to have a number of
terrific digital capabilities, some stand-alone, others within our
4 T H E I N T E R P U B L I C G R O U P O F C O M PA N I E S I 2 0 0 3 A N N U A L R E P O R T
agency networks and independent US agencies. The Web is
evolving from a transactional medium to one that creates real
brand experiences. We must continue to lead that process.
We must also retain our leadership in harnessing the
convergence of entertainment, sports and media on behalf of
our clients’ brands. The success of our companies in developing
programming is hard to match. Our event marketing capabilities
are peerless. Clients want in on proprietary properties and
content. This is a growth area. We are aligning our strong array
of talent and resources for maximal impact.
As holding companies increasingly become brands, we will
also be called upon to participate in major consolidation
opportunities. The changing culture here at Interpublic,
coupled with our remarkable breadth of resources, should
make us very competitive in this area as well.
On our fourth-quarter earnings call, we introduced a
straightforward new set of
financial metrics to help the
financial community chart our progress in delivering value to
our shareholders. We have set targets for organic revenue
growth, improvements in operating margin and a number
of balance sheet ratios, including debt-to-capital, return on
equity, debt-to-EBITDA and interest coverage. These metrics
are listed on the page opposite this one for easy reference
whenever you open our annual report.
Much was accomplished at Interpublic in the past year.
The key driver of our long-term success will be the ability to
become the organization that best understands and leverages
the new realities that are transforming how our clients
approach marketing.
All of the ingredients for success are in place. Our agency
brands are strong and vital. Our people are talented and
committed to the work at hand. We remain focused and
disciplined in working our turnaround plan. The stakes are
high, but we are up to the task.
I look forward to posting you on our continued progress,
David A. Bell
Chairman and Chief Executive Officer
TURNAROUND METRICS
Below are the metrics introduced on our
fourth-quarter 2003 earnings call. Targets refer
to anticipated performance at the end of the
company’s 24- to 36-month turnaround program.
nn
ORGANIC REVENUE
Target: Peer-level growth
Key milestone: Close half of
4-percentage-point gap in 15 months
nn
OPERATING MARGIN
Target: 12–15%
Staff cost target: 56–58%
nn
nn
nn
Office & General target*: 27–29%
Key milestone: 125–150 basis
point improvement in 2004 and 2005
DEBT TO CAPITAL
Target: <50% (achieved in 2003)
RETURN ON EQUITY
Target: 15–22%
BALANCE SHEET
Debt to EBITDA: <2x
Interest coverage target: >8x
*Includes amortization of intangibles
DEFINITIONS
Organic Revenue:
Reported revenue net of foreign
currency effects, impact of acquisitions
and dispositions and other adjustments
as described in Form 10-K
Operating Margin:
Operating Income ÷ Revenue
Debt to Capital:
Debt ÷ (Debt + Shareholders’ Equity)
Return on Equity:
Debt to EBITDA:
Net Income for the current
period ÷ Shareholders’ Equity
at the end of prior period
Debt ÷ (Operating Income +
Depreciation + Amortization)
Interest Coverage:
EBITDA ÷ Income Expense
BOARD OF DIRECTORS
DAVID A. BELL
(2003) 3
Chairman, President &
Chief Executive Officer
CHRISTOPHER J. COUGHLIN
(2003)
Chief Operating Officer &
Chief Financial Officer
FRANK J. BORELLI
(1995) 3
Presiding Director
Senior Advisor,
Retired Chief Financial Officer & Director,
Marsh & McLennan Companies, Inc.
REGINALD K. BRACK
(1996) 1, 2, 3, 5
Former Chairman &
Chief Executive Officer,
Time, Inc.
JILL M. CONSIDINE
(1997) 1, 4, 5
Chairman &
Chief Executive Officer,
The Depository Trust
& Clearing Corporation
JOHN J. DOONER, JR.
(1995) 4
Chairman & Chief Executive Officer,
McCann Erickson WorldGroup
RICHARD A. GOLDSTEIN
(2001) 1, 4, 5
Chairman & Chief Executive Officer,
International Flavors & Fragrances Inc.
H. JOHN GREENIAUS
(2001) 1, 2, 4
Former Chairman &
Chief Executive Officer,
Nabisco, Inc.
MICHAEL I. ROTH
(2002) 1, 2, 4
Chairman & Chief Executive Officer,
The MONY Group Inc.
J. PHILLIP SAMPER
(1990) 1, 2, 5
Managing Director,
Gabriel Venture Partners
(Year Elected)
1 Audit Committee
2 Compensation Committee
3 Executive Policy Committee
4 Finance Committee
5 Corporate Governance Committee
T H E I N T E R P U B L I C G R O U P O F C O M PA N I E S I 2 0 0 3 A N N U A L R E P O R T 5
EXECUTIVE OFFICERS
CORPORATE HEADQUARTERS
FORM 10-K
DAVID A. BELL
Chairman, President &
Chief Executive Officer
CHRISTOPHER J. COUGHLIN
Executive Vice President, Chief Operating
Officer & Chief Financial Officer
NICHOLAS J. CAMERA
Senior Vice President,
General Counsel & Secretary
ALBERT S. CONTE
Senior Vice President - Financial Services
THOMAS A. DOWLING
Senior Vice President, Chief Risk Officer
PHILIPPE KRAKOWSKY
Senior Vice President,
Director of Corporate Communications
ROBERT G. THOMPSON
Senior Vice President - Finance
1271 Avenue of the Americas
New York, NY 10020
(212) 399-8000
TRANSFER AGENT & REGISTRAR
FOR COMMON STOCK
Mellon Investor Services, LLC
85 Challenger Road
Ridgefield Park, NJ 07660
Stock of The Interpublic Group
of Companies, Inc., is traded on
the New York Stock Exchange.
At February 27, 2004, there were
17,674 stockholders of record.
ANNUAL MEETING
A copy of the Company’s annual report
(Form 10-K) to the Securities and
Exchange Commission may be obtained
without charge by writing to:
Nicholas J. Camera,
Senior Vice President,
General Counsel & Secretary,
The Interpublic Group of Companies, Inc.
1271 Avenue of the Americas
New York, NY 10020
Exhibits to the annual report will also
be furnished, but will be sent only upon
payment of the Company’s reasonable
expense in furnishing them.
The annual meeting will be held on
Tuesday, May 18, 2004, at 9:30 a.m. at:
STOCK OWNER INTERNET
ACCOUNT ACCESS
The Theater of The Museum
of Television & Radio,
25 West 52nd Street,
New York, NY 10021
AUTOMATIC DIVIDEND
REINVESTMENT PLAN
An Automatic Dividend Reinvestment
Plan is offered to all stockholders of
record. The Plan, which is administered
by Mellon Investor Services, provides
a way to acquire additional shares of
Interpublic Common Stock in a
systematic and convenient manner
that affords savings in commissions
for most stockholders. Those interested
in participating in this plan are invited
to write for details and an authorization
form to:
Mellon Investor Services
44 Wall Street
6th floor
New York, NY 10005
Stock owners of record may access
their account via the Internet. By
accessing their account they may view
share balances, obtain current market
price of shares, historical stock prices,
and the total value of their investment.
In addition, they may sell or request
issuance of dividend and cash
investment plan shares.
For information on how to access this
secure site, please call Mellon Investor
Services toll free at (800) 522-6645,
or visit www.melloninvestor.com.
Outside the US, call (201) 329-8660.
For hearing impaired: (800) 231-5469
E-MAIL: shrelations@melloninvestor.com
INTERNET: www.melloninvestor.com
For more information regarding The
Interpublic Group of Companies, visit
its Web site at www.interpublic.com.
6 T H E I N T E R P U B L I C G R O U P O F C O M PA N I E S I 2 0 0 3 A N N U A L R E P O R T
UNITED STATES
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
December 31, 2003
Commission file number
1-6686
THE INTERPUBLIC GROUP OF COMPANIES, INC.
(Exact name of registrant as specified in its charter)
Delaware
State or other jurisdiction of
incorporation or organization)
1271 Avenue of the Americas, New York, New York
(Address of principal executive offices)
Registrant's telephone number, including area code: (212) 399-8000
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Common Stock
Series A Mandatory Convertible Preferred Stock
13-1024020
(I.R.S. Employer
Identification No.)
10020
(Zip Code)
Name of each exchange on
which registered
New York Stock Exchange
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 _____.
Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-
2). Yes X No
The aggregate market value of the registrant's voting stock held by non-affiliates of the registrant was
$5,234,424,213 as of June 30, 2003.
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 February 27, 2004: 418,107,956 shares.
1
DOCUMENTS INCORPORATED BY REFERENCE
The following sections of the Proxy Statement for the Annual Meeting of Stockholders to be held on May 18, 2004
are incorporated by reference in Parts I and III: "Election of Directors," "Section 16(a) Beneficial Ownership
Reporting Compliance," "Compensation of Executive Officers," "Report of the Compensation Committee of the
Board," "Outstanding Shares," "Transactions with Interpublic" and "Appointment of Independent Accountants."
2
STATEMENT REGARDING FORWARD LOOKING DISCLOSURE
This Annual Report on Form 10-K, including "Business," "Business-Risk Factors," and "Management's Discussion
and Analysis of Financial Condition and Results of Operations," contains forward-looking statements. Interpublic's
representatives may also make forward-looking statements orally from time to time. Statements in this Annual
Report that are not historical facts, including statements about Interpublic's beliefs and expectations, particularly
regarding recent business and economic trends, the impact of litigation, the SEC investigation, dispositions,
impairment charges, the integration of acquisitions and restructuring costs, constitute forward-looking statements.
These statements are based on current plans, estimates and projections, and are subject to change based on a number
of factors, including those described in this Annual Report on Form 10-K under "Risk Factors." Forward-looking
statements speak only as of the date they are made, and Interpublic undertakes no obligation to update publicly any
of them in light of new information or future events.
Forward-looking statements involve inherent risks and uncertainties. A number of important factors could cause
actual results to differ materially from those contained in any forward-looking statement. Such risk factors include,
but are not limited to, the following:
•
•
•
•
•
•
•
•
•
•
risks associated with the effects of global, national and regional economic and political conditions;
the Company's ability to attract new clients and retain existing clients;
the financial success of the Company's clients;
the Company's ability to retain and attract key employees;
developments from changes in the regulatory and legal environment for advertising and marketing and
communications services companies around the world;
potential adverse effects if the Company is required to recognize additional impairment charges or other adverse
accounting related developments;
potential adverse developments in connection with the SEC investigation;
risks associated with the Company's remaining motorsports commitments;
potential downgrades in the credit ratings of Interpublic's securities; and
the successful completion and integration of acquisitions which complement and expand the Company's business
capabilities.
Investors should carefully consider these factors and the additional risk factors outlined in more detail under the
heading "Business-Risk Factors" in this Annual Report on Form 10-K.
3
AVAILABLE INFORMATION
Information regarding the Company's annual report on Forms 10-K, quarterly reports on Form 10-Q or 10-Q/A,
current reports on Form 8-K, and any amendments to these reports, will be made available, free of charge, at the
Company's website at http://www.interpublic.com, as soon as reasonably practicable after the Company
electronically files such reports with or furnishes them to the Securities and Exchange Commission. Any document
that the Company files with the SEC may also be read and copied at the SEC's public reference room located at
Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, DC 20549. Please call the SEC at 1-800-SEC-
0330 for further information on the public reference room. The Company's filings are also available to the public
from the SEC's website at http://www.sec.gov/, and at the offices of the New York Stock Exchange. For further
information on obtaining copies of the Company's public filings at the New York Stock Exchange, please call (212)
656-5060.
The Company's Corporate Governance Guidelines, Code of Conduct and each of the charters for the Audit
Committee, Compensation Committee and the Corporate Governance Committee are available free of charge on the
Company's website at http://www.interpublic.com, or by writing to The Interpublic Group of Companies, Inc., 1271
Avenue of the Americas, New York, NY 10020, Attention: Secretary.
4
INDEX
PART I
Item 1.
Business………………………………………………………………………………..
Item 2.
Properties………………………………………………………………………………
Item 3.
Legal Proceedings…..…………………………………………………………………
Item 4.
Submission of Matters to a Vote of Security Holders…………………………………
PART II
Item 5.
Market for Registrant's Common Equity and Related Stockholder Matters…………..
Item 6.
Selected Financial Data…..……………………………………………………………
Item 7.
Management's Discussion and Analysis of Financial Condition and
Results of Operations………………………………………………………………..
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk………………………...
Item 8.
Financial Statements and Supplementary Data………………...……………………...
Consolidated Statement of Operations…………………………………………..
Consolidated Balance Sheet……………………………………………………..
Consolidated Statement of Cash Flows………………………………………….
Consolidated Statement of Stockholders' Equity and Comprehensive Income…
Notes to Consolidated Financial Statements…………………...……………………...
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure………………...…………………….……………………………………
Item 9A.
Controls and Procedures……………………...………………...……………………...
PART III
Item 10.
Directors and Executive Officers of Interpublic…...…………...……………………..
Item 11.
Executive Compensation…………………………...…………...……………………..
Item 12.
Security ownership of Certain Beneficial Owners and Management…………………
Item 13.
Certain Relationships and Related Transactions…...…………...……………………..
Item 14.
Principal Accountant Fees and Services………………………………………………
SIGNATURES………………………………………………………………………………………………
REPORT OF MANAGEMENT……………………………………………………………………………
CERTIFICATIONS OF CEO AND CFO…………………………………………………………………
6
14
15
17
19
21
22
51
52
54
55
57
58
59
102
102
104
104
104
104
104
105
107
109
5
Item 1. Business
PART I
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 Company is a group of advertising and specialized marketing and communication services companies that
together represent one of the largest resources of advertising and marketing expertise in the world. With offices and
other affiliations in more than 100 countries, the Company had revenues of approximately $5.863 billion and a net
loss of approximately $451.7 million in 2003.
Advertising and Specialized Marketing and Communications Services Businesses
In the last five years, the Company has grown to become one of the world's largest groups of global marketing
services companies, providing its clients with communications and marketing expertise in three broad areas:
•
Advertising, which includes advertising and media management;
• Marketing Communications, which includes direct marketing, database and customer relationship
management, public relations, sales promotion, event marketing, online marketing, corporate and brand
identity, brand consultancy and healthcare marketing; and
• Marketing Services, which includes sports and entertainment marketing, corporate meetings and events,
retail marketing and other marketing and business services.
The Company seeks to be the best in quality and a leading competitor in all of these areas.
The Company is currently organized into four global operating groups. Three of these groups, McCann Erickson
WorldGroup ("McCann"), The FCB Group and The Partnership, provide a comprehensive array of global
communications and marketing services. Each offers a distinctive range of solutions for the Company's clients. The
fourth global operating group, The Interpublic Sports & Entertainment Group ("SEG"), focuses on sports marketing
and event planning activities. In addition to these groups, the Company also includes a group of leading stand-alone
companies that provide their clients with a full range of advertising and/or marketing communications services. See
"Notes to the Consolidated Financial Statements - Note 15: Segment Information" for further discussion.
The Company believes this organizational structure allows it to provide comprehensive solutions to clients, enables
stronger organic growth among all its operating companies and allows it to bring improved operating efficiencies to
its organization.
McCann Erickson WorldGroup was founded on the global strength and quality of McCann, one of the world's
leading advertising agencies. It includes companies spanning advertising, media, customer relationship management,
events, sales promotion, public relations, online marketing communications and healthcare communications.
Launched in late 1997, McCann has expanded rapidly to become one of the world's leading networked marketing
communications groups, now working with more than 25 key worldwide clients in three or more disciplines and
with more than 40 US clients in two or more disciplines. McCann Erickson WorldGroup includes the following
companies:
• McCann Erickson Worldwide (advertising),
• Universal McCann Worldwide (media planning and buying),
• MRM Partners Worldwide (direct/customer relationship management; online marketing communications
through Zentropy),
• Momentum Worldwide (event marketing/sponsorship/sales promotion), and
• Torre Lazur McCann Healthcare WorldWide (healthcare advertising and marketing).
6
The FCB Group is a single global integrated network centered on Foote, Cone & Belding Worldwide and its
advertising, direct marketing and sales promotion capabilities. This group also includes the following specialized
services:
•
FCBi (direct and digital marketing),
• Marketing Drive Worldwide (integrated promotional marketing),
• R/GA (Web design and development),
•
FCB HealthCare (healthcare marketing), and
• The Hacker Group (customer acquisition direct marketing).
The Partnership, a global, client-driven creative leader, is anchored on the quality advertising reputation of Lowe
& Partners Worldwide. The Partnership provides collaboration across a global group of independently managed
networks with creative and executional capabilities across all disciplines. The partners seek to preserve their
uniqueness while creating the ability to interconnect seamlessly to better service clients. Partner companies include:
• Lowe & Partners Worldwide (advertising),
• Lowe Healthcare Worldwide (healthcare marketing),
• Draft (direct and promotional marketing),
• Zipatoni (promotional marketing),
• Mullen (advertising), and
• Dailey & Associates (advertising).
The Interpublic Sports & Entertainment Group focuses on sports marketing and event planning activities. SEG
was formed during the second quarter of 2002 through a carve-out from the Company's other operating groups of
related operations. It includes:
• Octagon (sports marketing),
• Motorsports, and
• Entertainment PR (Bragman Nyman Cafarelli and PMK/HBH).
Through March 1, 2004, Jack Morton Worldwide was included as a component of SEG.
The Company is currently evaluating the manner in which SEG and its component parts are managed and reported.
In January 2004, Interpublic sold the four motorsports circuits owned by its Brands Hatch Circuits unit to
MotorSport Vision Limited for approximately $26 million. As a result of the sale, Interpublic's remaining interest in
Motorsports consists of its obligations related to the Formula One British Grand Prix and the lease of the Silverstone
track.
Independent Agencies
Interpublic also includes a group of leading stand-alone companies that provide their clients with a full range of
advertising and/or marketing communications services and partner with the Company's global operating groups as
needed. These include:
• Campbell Ewald,
• Deutsch,
• Hill Holliday,
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• The Martin Agency,
• Carmichael-Lynch,
• Gotham,
• MAGNA Global (advertising media negotiations and television program development),
• Weber Shandwick Worldwide, Golin/Harris International and DeVries Public Relations (public relations),
•
•
•
FutureBrand,
Initiative Media (media planning and buying), and
Jack Morton Worldwide (prior to March 1, 2004, a component of SEG).
In addition to its domestic operations, the Company provides services for clients whose businesses are international
in scope, as well as for clients whose businesses are restricted to a single country or a small number of countries.
The Company has offices in Canada, as well as in one or more cities in each of the following countries and
territories:
EUROPE, AFRICA AND THE MIDDLE EAST
Austria
Azerbaijan
Bahrain
Belgium
Bulgaria
Croatia
Czech Republic
Denmark
Egypt
Estonia
Finland
France
Germany
Greece
Argentina
Barbados
Bermuda
Brazil
Chile
Australia
Cambodia
Hong Kong
India
Indonesia
Hungary
Israel
Ireland
Italy
Ivory Coast
Jordan
Kazakhstan
Kenya
Kuwait
Latvia
Lebanon
Malawi
Mauritius
Morocco
Namibia
Netherlands
Nigeria
Norway
Oman
Pakistan
Poland
Portugal
Qatar
Romania
Russia
Saudi Arabia
Senegal
Slovakia
Slovenia
South Africa
Spain
Sweden
Switzerland
Tunisia
Turkey
Ukraine
United Arab Emirates
United Kingdom
Uzbekistan
Zambia
Zimbabwe
LATIN AMERICA AND THE CARIBBEAN
Colombia
Costa Rica
Dominican Republic
Ecuador
El Salvador
Guatemala
Honduras
Jamaica
Mexico
Panama
ASIA AND THE PACIFIC
Japan
Malaysia
Nepal
New Zealand
People's Republic
of China
Paraguay
Philippines
Singapore
Sri Lanka
8
Peru
Puerto Rico
Trinidad
Uruguay
Venezuela
South Korea
Taiwan
Thailand
Vietnam
Operations in the foregoing countries are carried out by one or more operating companies, at least one of which is
either wholly owned by Interpublic or a direct or indirect subsidiary or is a company in which Interpublic or a direct
or indirect subsidiary owns a 50% interest or more, except in Bahrain, Cambodia, Egypt, Kuwait, Jordan, Lebanon,
Oman, Nepal, Qatar, Saudi Arabia, Trinidad and United Arab Emirates where Interpublic or a direct or indirect
subsidiary holds a minority interest.
The Company also offers services in Albania, Aruba, the Bahamas, Belize, Bolivia, Gabon, Ghana, Grand Cayman,
Guadeloupe, Guam, Guyana, Haiti, Ivory Coast, Malawi, Martinique, Namibia, Nicaragua, Nigeria, Pakistan,
Paraguay, Sri Lanka, Surinam, Uganda, Zaire and Zambia through association arrangements with local agencies
operating in those countries or territories.
For information concerning revenues and long-lived assets on a geographical basis for each of the last three years,
see "Notes to the Consolidated Financial Statements - Note 15: Segment Information" included in this Annual
Report under Item 8.
Recent Developments
Financing Activities
On December 16, 2003, Interpublic issued 25.8 million common shares at a price of $13.50 under its existing shelf
registration statement. This offering was closed concurrently with an offering of approximately 7.5 million shares of
its Preferred Stock. As a result of the transaction, Interpublic raised net proceeds of approximately $693 million.
Approximately $246 million of the net proceeds from this offering were used to redeem Interpublic's 1.80%
Convertible Subordinated Notes due 2004. The remaining proceeds will be used for general corporate purposes.
Sale of Modem Media Common Stock
In December 2003, Interpublic sold approximately 11 million shares of Modem Media common stock in an
underwritten public offering, for aggregate net proceeds of approximately $57 million. Following Interpublic's sale
of Modem shares in the offering, Interpublic owned approximately 148,000 shares of Modem Media's common
stock.
Sale of Taylor Nelson Stock
On December 1, 2003, Interpublic disposed of all of the approximately 11.7 million shares of Taylor Nelson Sofres
plc ("TNS") stock that Interpublic had received as partial consideration for the sale in June 2003 of NFO
WorldGroup, Inc. to TNS. Interpublic received approximately $42 million in exchange for the sale of the shares of
TNS stock. Interpublic no longer holds any shares of TNS stock.
Settlement of Securities Class Actions and Derivative Actions
On December 2, 2003, Interpublic reached an agreement in principal to settle the consolidated class action
shareholder suits currently pending in federal district court in New York. The settlement is subject to the execution
of a definitive settlement agreement and to approval by the court. Under the terms of the proposed settlement,
Interpublic will pay $115 million, of which $20 million will be paid in cash and $95 million in shares of
Interpublic's common stock at a value of $14.50 per share. Interpublic also agreed that, should the price of its
common stock fall below $8.70 per share before final approval of the settlement, Interpublic will either, at its sole
discretion, issue additional shares of common stock or pay cash so that the consideration for the stock portion of the
settlement will have a total value of $57 million.
The shareholder derivative suits in federal district court in New York will be settled pending the settlement of the
class action shareholder suits disclosed above. Plaintiffs in state securities actions voluntarily dismissed their appeal
of a stay of these actions. See "Item 3. Legal Proceedings" and "Notes to the Consolidated Financial Statements -
Note 16: Commitments and Contingencies" for further discussion.
Sale of Motorsports Circuits
In January 2004, Interpublic sold a business comprising the four motorsports circuits owned by its Brands Hatch
Circuits unit to MotorSport Vision Limited for approximately $26 million. The sale included the Brands Hatch,
Oulton Park, Cadwell Park and Snetterton racing tracks. As a result of the sale, Interpublic's remaining interest in
Motorsports consists of its obligations related to the Formula One British Grand Prix and the lease of the Silverstone
9
track. Brands Hatch Circuits has therefore been renamed Silverstone Motorsport Limited. The sale of the four tracks
does not affect Interpublic's interests and commitments in relation to Silverstone, including the remaining
obligations under an executory contract and an operating lease. See "Note 5: Long-Lived Asset Impairment and
Other Charges" for further discussion.
Revenue
Sources of Revenue
The Company generates revenue from planning, creating and placing advertising in various media and from
planning and executing other communications or marketing programs. Historically, the commission customary in
the industry was 15% of the gross charge ("billings") for advertising space or time; more recently, lower
commissions have been negotiated, but often with additional incentives paid for better performance. For example, an
incentive component is frequently included in arrangements with clients based on improvements in an advertised
brand's awareness or image, or increases in a client's sales or market share of the products or services being
advertised. Under commission arrangements, the 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 the Company's
commission. Many 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 hourly rates and out-of-pocket expenses incurred on behalf of clients, plus proportional
overhead and a profit mark-up.
Like other agencies, the Company is primarily responsible for paying the media with respect to firm contracts for
advertising time or space placed on behalf of its clients. The Company's practice generally is to pay media charges
only once the Company has received funds from clients, and in some instances the Company agrees 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 makes serious efforts to reduce the risk from a client's nonpayment, including by generally
carrying out credit clearances and requiring in some cases payment by the media in advance.
The Company also receives commissions from clients for planning and supervising work done by outside
contractors in connection with the physical preparation of finished print advertisements and the production of
television and radio commercials and other forms of advertising. 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 increasing use of negotiated fees, the terms on which outstanding contractors' charges are
billed are subject to wide variations and even include, in some instances, the replacement of commissions with
negotiated flat fees.
The Company also derives revenue from other activities, including the planning and placement with the media of
advertising produced by unrelated advertising agencies; 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 management of public relations campaigns; the creation and management of special events, meetings and shows
at which clients' products are featured; and the design and implementation of interactive programs for special
marketing needs.
Clients
The five clients that made the largest revenue contribution in 2003 accounted individually for approximately 1.8% to
8.3% of the Company's revenue and in the aggregate accounted for approximately 17.4% of the Company's revenue.
The Company's twenty largest clients accounted for approximately 29.8% of its revenue in 2003. Based on revenue,
as of December 31, 2003, the Company's largest clients included General Motors Corporation, Johnson & Johnson,
Microsoft, Nestle and Unilever. While the loss of the entire business of any one of the Company's largest clients
might have a material adverse effect upon its business, the Company believes that it is unlikely that the entire
business of any of these clients would be lost at the same time, because the Company represents several different
brands or divisions of each of these clients in a number of geographical markets, in each case through more than one
of the Company's agency systems.
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 agency within the Company to a
competing agency, and a client may reduce its marketing budget at any time.
The Company's agencies have written contracts with many of 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
10
longer. In 2003, however, 25% of revenue 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, 2004, the Company employed approximately 43,400 persons, of whom 17,900 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 the Company's continuing success. There is keen competition for qualified
employees. Interpublic considers its employee relations to be satisfactory overall.
The Company has several active programs for training personnel. These programs include meetings and seminars
throughout the world.
Risk Factors
The following factors could adversely affect the Company's revenues, results of operations or financial condition.
See also "Statement Regarding Forward-Looking Disclosure."
• The Company's revenues have declined and are susceptible to further declines as a result of adverse economic
and political developments.
In the first part of 2003, unfavorable economic conditions and an uncertain global political environment has
resulted in continued softness in demand for the Company's services. In 2003, the Company's revenues increased
by 2.2% as compared with 2002, as the benefit of higher foreign exchange rates masked a revenue decline of 2.4%
on a constant currency basis. Although the Company has experienced improved revenue performance during the
latter part of 2003 coinciding with signs of an economic recovery, there can be no assurance that economic
conditions will continue to show signs of improvement. If the economy does not continue to improve, or weakens,
or in the event of adverse political or economic developments, including in connection with hostilities in the
Middle East or elsewhere or terrorist attacks, the results of operations of the Company are likely to be adversely
affected.
• The Company may be required to recognize additional impairment charges and changes in valuation
allowances.
The Company periodically evaluates the realizability of all of its long-lived assets (including goodwill and fixed
assets), investments and deferred tax assets. As of December 31, 2003, the Company had approximately $3.352
billion of intangibles on its balance sheet, approximately $249 million in investments and approximately $546
million of deferred tax assets. Future events, including the Company's financial performance and the strategic
decisions it makes, could cause the Company to conclude that impairment indicators exist and that the asset values
associated with these asset categories may have become impaired. Any resulting impairment loss would have an
adverse impact on the Company's reported earnings in the period in which the charge is recognized.
Any future impairment charge or changes in valuation allowances could also adversely affect the financial
condition of the Company and result in a violation of the financial covenants of its revolving credit facilities, which
could trigger a default under those facilities and adversely affect the Company's liquidity.
• The Company will be incurring significant costs in the near term in connection with its planned restructuring
program. The timing and ultimate amount of charges, and the savings the Company ultimately realizes, may
differ from what it currently expects.
The Company is executing a restructuring program to reduce costs permanently through further headcount
reductions and real estate consolidation. The Company currently expects to incur approximately $275 million of
charges, including amounts classified in office and general expenses, in connection with the restructuring program.
Some of these charges will be incurred in periods ending after December 31, 2003. There is no guarantee that the
timing and ultimate amount of charges the Company records, and the savings it ultimately realizes, will not differ
from what the Company currently expects. As of December 31, 2003, the Company recorded $175.6 million of
restructuring charges and $16.5 million in charges related to the acceleration of amortization of leasehold
improvements on premises included in the 2003 program. The restructuring and related costs could adversely affect
the Company's financial condition and result in a violation of the financial covenants of the Company's revolving
credit facilities, which could trigger a default under those facilities and adversely affect the Company's liquidity.
11
• The Company is exploring various options with respect to its motorsports commitments, some of which may
involve a significant cash payment.
The Company continues to have commitments under certain leasing and motorsports event contractual
arrangements at the Silverstone racing circuit. As of December 31, 2003, the Company was committed to
remaining payments under these arrangements of approximately $460 million. (This amount related to
undiscounted payments through 2015 principally under an executory contract and an operating lease and assumes
payments over the maximum remaining term of the relevant agreements. This obligation has not been reduced by
any future revenues to be generated from the arrangements.) The Company is continuing to explore various options
with respect to these commitments, at least one of which may involve a cash payment in the order of $200 million.
The amount of any such cash payment would adversely impact the Company's earnings in the period when
incurred. The Company has obtained amendments of certain definitions contained in its revolving credit facilities
to give the Company the flexibility to discharge these commitments. Any cash payments in excess of those
permitted by these amendments would adversely affect the Company's compliance with the financial covenants of
its revolving credit facilities. The Company can give you no assurance that its efforts with regard to its remaining
motorsports commitments will result in a successful transaction.
• Downgrades of the Company's ratings could adversely affect the Company.
The Company's current long-term debt credit ratings are BB+ with negative outlook, BB+ with negative outlook
and Baa3 with stable outlook, as reported by Standard & Poor's Ratings Services, Fitch Ratings and Moody's
Investors Service, Inc., respectively. Although a ratings downgrade by any of the rating agencies will not trigger an
acceleration of any of the Company's indebtedness, these events may adversely affect its ability to access capital
and would likely result in an increase in the interest rates payable under the Company's two revolving credit
facilities and future indebtedness.
• The loss of uncommitted lines of credit could adversely affect the Company's liquidity.
As of December 31, 2003, the Company had approximately $38.1 million outstanding under $744.8 million in
uncommitted lines of credit. These borrowings are repayable upon demand. The Company uses amounts available
under the lines of credit, together with cash flow from operations, proceeds from its 2003 debt and equity offerings,
and proceeds from the sale of NFO and cash on hand, to fund its working capital needs. If the Company loses all or
a substantial portion of these lines of credit, it will be required to seek other sources of liquidity. If the Company is
unable to replace these sources of liquidity, for example through access to the capital markets, the Company's
ability to fund its working capital needs will be adversely affected.
• The Company is still implementing its plan to improve its internal controls.
The Company was first informed in the third quarter of 2002 by its independent auditors that they had identified a
"material weakness" (as defined under standards established by the American Institute of Certified Public
Accountants) relating to the processing and monitoring of inter-company transactions, and the Company's senior
management determined that this material weakness, together with other deficiencies associated with a lack of
balance sheet monitoring, if unaddressed, could result in accounting errors in the Company's Consolidated
Financial Statements. Furthermore, the Company's management believes that a material weakness persists with
respect to the matters discussed below under "Controls and Procedures," notwithstanding the remedial action
undertaken with respect to inter-company transactions. The Company has further identified various other changes
to its accounting and internal control structure that the Company believes are necessary to help ensure that
accounting errors do not arise in the future. Although the Company has implemented many changes, and the
Company's management has concluded that, taking into account these changes to date, the Company's disclosure
controls and procedures are effective to provide reasonable assurance of achieving their control objectives, some of
the measures are still in the process of being implemented. If, notwithstanding this reasonable assurance, further
restatements were to occur or other accounting-related problems emerge, the Company could face additional
litigation exposure and greater scrutiny from the SEC in connection with the SEC investigation currently taking
place. Any future restatements or other accounting-related problems may adversely affect the financial condition of
the Company.
The Company is also undertaking a thorough review of its internal controls as part of the Company's preparation
for compliance with the requirements under Section 404 of the Sarbanes-Oxley Act. There can be no assurance,
however, that the Company will be able to assert that its internal control over financial reporting is effective
pursuant to the rules adopted by the Commission under Section 404, when those rules take effect.
12
• Pending litigation could have a material adverse effect on the financial condition of the Company.
Thirteen federal securities purported class actions were filed against Interpublic and certain of its present and
former directors and officers by a purported class of purchasers of Interpublic stock shortly after the Company's
August 13, 2002 announcement regarding the restatement of its previously reported earnings for the periods
January 1, 1997 through March 31, 2002. The consolidated amended complaint alleges that such false and
misleading statements constitute violations of Sections 10(b) and 20(a) of the Exchange Act of 1934 and Rule 10b-
5 promulgated thereunder. The consolidated amended complaint also alleges violations of Sections 11 and 15 of
the Securities Act of 1933, as amended (the "Securities Act") in connection with Interpublic's acquisition of True
North Communications, Inc. ("True North") on behalf of a purported class of True North shareholders who
acquired Interpublic stock. No amount of damages is specified in the consolidated amended complaint. The
Company is also subject to pending state securities class actions and derivative actions. The Company has reached
agreements in principle for the settlement of the federal securities purported class actions and derivative actions
and believes that the settlement outlined in these agreements in principle will be sufficient to cover all the pending
claims in the federal, state and derivative suits. To effect this settlement, confirmatory discovery will need to be
taken and the terms of the settlement will have to be approved by the court. The Company cannot give any
assurances that the proposed settlement will receive the approval of the court. In the event that a final settlement is
not agreed and approved by the court, these proceedings will continue and, as with all litigations, contain elements
of uncertainty, and the final resolution of these actions could have a material impact on the Company's financial
position, cash flows or results of operations. However, management currently believes that the amounts accrued in
its Consolidated Balance Sheet are adequate to cover the amounts the Company expects to pay.
• An ongoing SEC investigation regarding the Company's accounting restatements could adversely affect the
Company.
Following the Company's announcement in August 2002 of the restatement of its financial results for the periods
from 1997 to June 2002, the Company was informed by the SEC that it was conducting an informal inquiry into
the matters surrounding the restatement. In January 2003 the Company was informed by the SEC that it had issued
a formal order of investigation with respect to these matters. While the Company is cooperating fully with the
investigation, adverse developments in connection with the investigation, including any expansion of the scope of
the investigation, could negatively impact the Company and could divert the efforts and attention of its
management team from the Company's ordinary business operations.
• The Company's revolving credit facilities with syndicates of banks restrict its ability to take some corporate
actions, including making dividend payments.
The current terms of the Company's two revolving credit facilities with syndicates of banks restrict the Company's
ability to (1) make cash acquisitions or investments in excess of $100 million annually, (2) declare or pay
dividends on the Company's capital stock in excess of $70 million annually ($25 million of which the Company
may use to declare or pay dividends on the Company's common stock or repurchase shares) and (3) make capital
expenditures in excess of $175 million annually. They also limit the ability of the Company's domestic subsidiaries
to incur additional debt. The Company's future earnings performance will determine the permitted levels of share
buybacks and dividend payments. All limitations on dividend payments and share buybacks expire when earnings
before interest, taxes, depreciation and amortization (EBITDA), as defined in the credit facilities, exceed $1.3
billion for four consecutive quarters. No dividend was paid in 2003. The Company's future dividend policy will be
determined on a quarter-by-quarter basis, will depend on earnings, financial condition, capital requirements and
other factors and will be subject to the restrictions under the amended revolving credit facilities.
On February 24, 2004, the Company's Board of Directors declared a dividend of $0.642 per share on its
outstanding Preferred Stock. The dividend is payable in cash on March 15, 2004 to any stockholder of record at the
close of business on March 1, 2004. This will result in total dividend payments of approximately $5 million.
• The Company may not realize all the benefits the Company expects from acquisitions it has made.
The success of acquisitions depends on the effective integration of newly-acquired businesses into the Company's
current operations. Important factors for integration include realization of anticipated synergies and cost savings
and the ability to retain and attract personnel and clients. There can be no assurance that the Company will realize
all the benefits it expects from recent or future acquisitions.
13
• The Company competes for clients in a highly competitive industry.
The advertising agency and other marketing communications and marketing services businesses are highly
competitive. The Company's agencies and media services must compete with other agencies and 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. The client's perception of the quality of an agency's "creative
product," the Company's reputation and the agency's reputation are, to a large extent, factors in determining the
competitive position of the Company in the advertising agency business. An agency's ability to serve clients,
particularly large international clients, on a broad geographic basis is also an important competitive consideration.
On the other hand, because an agency's principal asset is its people, freedom of entry into the business is almost
unlimited, and quite small agencies are, on occasion, able to take all or some portion of a client's account from a
much larger competitor.
Size may limit an agency's potential for securing new business, because many clients prefer not to be represented
by an agency that represents a competitor. Also, clients frequently wish to have different products represented by
different agencies. The Company's ability to attract new clients and to retain existing clients may, in some cases, be
limited by clients' policies on or perceptions of conflicts of interest. These policies can, in some cases, prevent one
agency and, in limited circumstances, different agencies within the same holding company, from performing
similar services for competing products or companies. In addition, these perceived conflicts, following an
acquisition by the Company of an agency or company, can result in clients terminating their relationship with the
Company or reducing the number or scope of projects for which they retain those agencies.
If the Company fails to maintain existing clients or attract new clients, the Company may be adversely impacted.
• The Company's business could be adversely affected if it loses or fails to attract key employees.
Employees, including creative, research, media, account and practice group specialists, and their skills and
relationships with clients, are among the Company's most important assets. An important aspect of the Company's
competitiveness is its ability to retain key employee and management personnel. Compensation for these key
employees is an essential factor in attracting and retaining them, and there can be no assurances that the Company
will offer a level of compensation sufficient to attract and retain these key employees. If the Company fails to hire
and retain a sufficient number of these key employees, the Company may not be able to compete effectively.
• The Company is subject to regulations that could restrict its activities or negatively impact its revenues.
Advertising and marketing communications businesses are 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
and industry and self-regulatory bodies 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 advertising for certain products.
Representatives within government bodies, both domestic and foreign, 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 and consequently the Company's revenues.
•
International business risks could adversely affect the Company's operations.
International revenues represented 44% of the Company's total revenues in 2003. The Company's international
operations are exposed to risks, which affect foreign operations of all kinds, including, for example, local
legislation, monetary devaluation, exchange control restrictions and unstable political conditions. These restrictions
may limit the Company's ability to grow its business and effectively manage its operations in those countries.
Item 2. Properties
Most of the operations of the Company are conducted 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 Interpublic own office
buildings in Blair, Nebraska; Warren, Michigan; England (in London, Manchester, Birmingham and Stoke-on-
Trent); Frankfurt, Germany; Sao Paulo, Brazil; Lima, Peru; Mexico City, Mexico; and Santiago, Chile and own
office condominiums in Buenos Aires, Argentina; Bogota, Colombia; and Manila, the Philippines. Facilities owned
or occupied by the Company are believed to be adequate for the purposes for which they are currently used and are
well maintained.
14
In connection with the restructuring plan announced in 2001, the Company incurred charges related to downsizing
or vacating approximately 180 offices worldwide. In connection with the restructuring program announced in 2003,
the Company incurred charges related to vacating 55 offices worldwide. In addition, a charge of $16.5 million was
also recorded in office and general expenses related to the amortization of leasehold improvements on properties to
be vacated as part of the 2003 restructuring program.
As of December 31, 2003, the Company has terminated or subleased a majority of the relevant leases and is
continuing its efforts to terminate or sublease the remaining leases. Approximately half of these lease terminations
and subleases relate to operations in the United States, one-third relate to operations in Europe (principally in the
UK, France and Germany), and the remainder relate to operations in Latin America and the Asia Pacific region. The
cash portion of the restructuring charge will be paid out over a period of several years. Lease termination and related
costs include write-offs related to the abandonment of leasehold improvements as part of the office vacancies. The
Company believes that its remaining facilities are adequate to meet the needs of the Company.
Item 3. Legal Proceedings
Federal Securities Class Actions
Thirteen federal securities purported class actions were filed against Interpublic and certain of its present and former
directors and officers by a purported class of purchasers of Interpublic stock shortly after Interpublic's August 13,
2002 announcement regarding the restatement of its previously reported earnings for the periods January 1, 1997
through March 31, 2002. These actions, which were all filed in the United States District Court for the Southern
District of New York, were consolidated by the court and lead counsel was appointed for all plaintiffs on November
8, 2002. A consolidated amended complaint was filed on January 10, 2003. The purported class consists of
Interpublic shareholders who purchased Interpublic stock in the period from October 1997 to October 2002.
Specifically, the consolidated amended complaint alleges that Interpublic and certain of its present and former
directors and officers allegedly made misleading statements to its shareholders between October 1997 and October
2002, including the alleged failure to disclose the existence of additional charges that would need to be expensed
and the lack of adequate internal financial controls, which allegedly resulted in an overstatement of Interpublic's
financial results during those periods. The consolidated amended complaint alleges that such false and misleading
statements constitute violations of Sections 10(b) and 20(a) of the Exchange Act of 1934 and Rule 10b-5
promulgated thereunder. The consolidated amended complaint also alleges violations of Sections 11 and 15 of the
Securities Act of 1933, in connection with Interpublic's acquisition of True North on behalf of a purported class of
True North shareholders who acquired Interpublic stock. No amount of damages is specified in the consolidated
amended complaint. On February 6, 2003, defendants filed a motion to dismiss the consolidated amended complaint
in its entirety. On February 28, 2003, plaintiffs filed their opposition to defendants' motion and, on March 14, 2003,
defendants filed their reply to plaintiff's opposition to defendants' motion. On May 29, 2003, the United States
District Court for the Southern District of New York denied the motion to dismiss as to Interpublic and granted the
motion, in part, as to the present and former directors and officers named in the consolidated amended complaint.
On June 30, 2003, defendants filed an answer to the consolidated amended complaint. On November 6, 2003, the
Court granted plaintiffs' motion to certify a class consisting of persons who purchased Interpublic stock between
October 28, 1997 and October 16, 2002 and a class consisting of persons who acquired shares of Interpublic stock in
exchange for shares of True North stock. On December 2, 2003, Interpublic reached an agreement in principal to
settle the consolidated class action shareholder suits currently pending in federal district court in New York. The
settlement is subject to the execution of a final settlement agreement and to approval by the court. Under the terms
of the proposed settlement, Interpublic will pay $115 million, of which $20 million will be paid in cash and $95
million in shares of its common stock at a value of $14.50 per share. Interpublic also agreed that, should the price of
its common stock fall below $8.70 per share before final approval of the settlement, Interpublic will either, at its sole
discretion, issue additional shares of common stock or pay cash so that the consideration for the stock portion of the
settlement will have a total value of $57 million.
State Securities Class Actions
Two state securities purported class actions were filed against Interpublic and certain of its present and former
directors and officers by a purported class of purchasers of Interpublic stock shortly after Interpublic's November 13,
2002 announcement regarding the restatement of its previously reported earnings for the periods January 1, 1997
through March 31, 2002. The purported classes consist of Interpublic shareholders who acquired Interpublic stock
on or about June 25, 2001 in connection with Interpublic's acquisition of True North. These lawsuits allege that
Interpublic and certain of its present and former directors and officers allegedly made misleading statements in
connection with the filing of a registration statement on May 9, 2001 in which Interpublic issued 67,644,272 shares
of its common stock for the purpose of acquiring True North, including the alleged failure to disclose the existence
of additional charges that would need to be expensed and the lack of adequate internal financial controls, which
15
allegedly resulted in an overstatement of Interpublic's financial results at that time. The suits allege that such
misleading statements constitute violations of Sections 11 and 15 of the Securities Act of 1933. No amount of
damages is specified in the complaints. These actions were filed in the Circuit Court of Cook County, Illinois. On
December 18, 2002, defendants removed these actions from Illinois state court to the United States District Court for
the Northern District of Illinois. Thereafter, on January 10, 2003, defendants moved to transfer these two actions to
the Southern District of New York. Plaintiffs moved to remand these actions. On April 15, 2003, the United States
District Court for the Northern District of Illinois granted plaintiffs' motions to remand these actions to Illinois state
court and denied defendants' motion to transfer. On June 18, 2003, Interpublic moved to dismiss and/or stay these
actions. In June 2003, plaintiffs withdrew the complaint for one of these actions. On September 10, 2003, the Illinois
state court stayed the remaining action and on September 24, 2003, plaintiffs filed a notice that they will appeal the
stay. On February 10, 2004, plaintiffs voluntarily dismissed their appeal.
Derivative Actions
On September 4, 2002, a shareholder derivative suit was filed in New York Supreme Court, New York County, by a
single shareholder acting on behalf of Interpublic against the Board of Directors and against Interpublic's auditors.
This suit alleged a breach of fiduciary duties to Interpublic's shareholders. On November 26, 2002, another
shareholder derivative suit, alleging the same breaches of fiduciary duties, was filed in New York Supreme Court,
New York County. The plaintiffs from these two shareholder derivative suits filed an Amended Derivative
Complaint on January 31, 2003. On March 18, 2003, plaintiffs filed a motion to dismiss the Amended Derivative
Complaint without prejudice. On April 16, 2003, the Amended Derivative Complaint was dismissed without
prejudice. On February 24, 2003, plaintiffs also filed a Shareholders' Derivative Complaint in the United States
District Court for the Southern District of New York. On May 2, 2003, plaintiffs filed an Amended Derivative
Complaint. This action alleges the same breach of fiduciary duties claim as the state court actions, and adds a claim
for contribution and forfeiture against two of the individual defendants pursuant to Section 21D of the Exchange Act
and Section 304 of the Sarbanes-Oxley Act. On July 11, 2003, plaintiffs filed a Second Amended Derivative
Complaint, asserting the same claims. The complaint does not state a specific amount of damages. On August 12,
2003, defendants moved to dismiss this action. On January 26, 2004, Interpublic reached an agreement in principal
to settle this derivative action pending completion of the settlement of the class action shareholder suits currently
pending in federal district court in New York. The settlement is subject to the execution of a definitive settlement
agreement and to approval from the federal district court judge.
The settlement of the actions discussed above are still pending and is expected to take several months. To effect this
settlement, confirmatory discovery will need to be taken, and the terms of the settlements will have to be approved
by the court. The Company cannot give any assurances that the proposed settlement will receive the approval of the
court or as to the amount or type of consideration that Interpublic might agree to pay in connection with any
settlement. In the event that a final settlement is not agreed and approved by the court, these proceedings will
continue and, as with all litigations, contain elements of uncertainty and the final resolution of these actions could
have a material impact on the Company's financial position, cash flows or results of operations. However,
management currently believes that the amounts accrued in its Consolidated Balance Sheet are adequate to cover the
amounts the Company expects to pay.
For a discussion of the litigation charge recorded principally in connection with the potential settlement, see Note 16
to the Consolidated Financial Statements.
SEC Investigation
Interpublic was informed in January 2003 by the Securities and Exchange Commission (the "Commission") staff
that the Commission has issued a formal order of investigation related to the Company's restatements of earnings for
periods dating back to 1997. The matters had previously been the subject of an informal inquiry. Interpublic is
cooperating fully with the investigation.
Other Legal Matters
The Company is involved in other legal and administrative proceedings of various types. While any litigation
contains an element of uncertainty, the Company has no reason to believe that the outcome of such proceedings or
claims will have a material adverse effect on the financial condition of the Company.
16
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable.
Executive Officers of Interpublic
Below follows the information disclosed in accordance with Item 401 of Regulation S-K of the Commission as
required by Item 10 of Form 10-K with respect to Interpublic's executive officers.
Name
Age
Office
David A. Bell (1)
Christopher J. Coughlin (1)
Nicholas J. Camera
Albert S. Conte
Thomas A. Dowling
Philippe Krakowsky
Robert G. Thompson
60
51
57
53
52
41
51
Chairman of the Board, President and
Chief Executive Officer
Executive Vice President, Chief Operating Officer and
Chief Financial Officer
Senior Vice President, General Counsel and Secretary
Senior Vice President - Financial Services
Senior Vice President, Chief Risk Officer
Senior Vice President, Director of Corporate
Communications
Senior Vice President - Finance
(1) Also a Director
There is no family relationship among any of the executive officers.
The employment histories for the past five years of Messrs. Bell and Coughlin are incorporated by reference to the
"Election of Directors" section of the Proxy Statement for Interpublic's Annual Meeting of Stockholders to be held
on May 18, 2004 (the "Proxy Statement").
Mr. Camera joined Interpublic in May 1993. He was elected Vice President, Assistant General Counsel and
Assistant Secretary in June 1994, Vice President, General Counsel and Secretary in December 1995, and Senior
Vice President, General Counsel and Secretary in February 2000.
Mr. Conte joined Interpublic in March 2000 as Vice President - Taxes & General Tax Counsel. He was elected
Senior Vice President - Financial Services in May 2003. Prior to joining Interpublic, Mr. Conte served as Vice
President - Senior Tax Counsel for Revlon Consumer Products Corporation from September 1987 to February 2000.
Mr. Dowling joined Interpublic in January 2000 as Vice President and General Auditor. He was elected Senior Vice
President - Financial Administration of Interpublic in February 2001, and Senior Vice President, Chief Risk Officer
in November 2002. Prior to joining Interpublic, Mr. Dowling served as Vice President and General Auditor for
Avon Products, Inc. from April 1992 to December 1999.
Mr. Krakowsky joined Interpublic in January 2002 as Senior Vice President, Director of Corporate
Communications. Prior to joining Interpublic, he served as Senior Vice President - Communications Director for
Young & Rubicam from August 1996 to December 2000. During 2001, Mr. Krakowsky was complying with the
terms of a non-competition agreement entered into with Young and Rubicam.
Mr. Thompson joined Interpublic in October 2003 as Senior Vice President - Finance. Prior to joining Interpublic,
he served as Senior Vice President for Pharmacia from October 1997 to April 2003.
17
Code of Conduct
The Company has adopted a code of ethics, known as the Code of Conduct, which applies to all employees of the
Company and its subsidiaries and affiliates. The Company's Corporate Governance Guidelines provide that members of
the Board of Directors and officers (which would include the Company's Chief Executive Officer, Chief Financial
Officer, Controller and other persons performing similar functions) must comply with the Code of Conduct. In
addition, the Corporate Governance Guidelines state that the Board will not waive any provision of the Code of
Conduct for any Director or executive officer. The Code of Conduct, including future amendments, is available free of
charge on Interpublic's website at http://www.interpublic.com or by writing to The Interpublic Group of Companies,
Inc., 1271 Avenue of the Americas, New York, NY 10020, Attention: Secretary.
18
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
Price Range of Common Stock
PART II
Our common stock is listed and traded on the New York Stock Exchange ("NYSE") under the symbol "IPG." The
following table provides, for the calendar quarters indicated, the high and low closing sales prices per share on the
NYSE for the periods shown below as reported on the NYSE and dividends per share paid during those periods. At
February 27, 2004, there were 17,674 registered holders of Interpublic common stock.
NYSE Sale Price
Period
High
Low
2002:
First Quarter ...................................................................
Second Quarter ..............................................................
Third Quarter .................................................................
Fourth Quarter ...............................................................
2003:
First Quarter ...................................................................
Second Quarter ..............................................................
Third Quarter .................................................................
Fourth Quarter ...............................................................
34.56
34.89
24.67
17.05
15.38
14.55
15.44
16.41
27.20
23.51
13.40
11.25
8.01
9.30
12.94
13.55
Dividends
On
Common
Stock
.095
.095
.095
.095(1)
___(1)
___(1)
___(1)
___(1)
(1) Dividend declared on November 1, 2002 in respect of third quarter results. No dividend in respect of fourth
quarter results was declared. No dividend has subsequently been declared.
Dividend Policy
No dividend was paid during 2003. The Company's future dividend policy will be determined on a quarter-by-
quarter basis and will depend on earnings, financial condition, capital requirements and other factors. It will also be
subject to the restrictions under the amended revolving credit facilities with syndicates of banks, which limit the
Company's ability to declare or pay dividends. Under these facilities, the Company's future earnings performance
will determine the permitted levels of dividend payments (currently the permitted level of annual dividend payments
is $70 million for the Company's capital stock, of which $25 million may be used for dividend payments on the
Company's common stock and share buybacks), and all limitations on dividend payments expire when earnings
before interest, taxes, depreciation and amortization (EBITDA), as defined in the credit facilities, exceed $1.3 billion
for four consecutive quarters. In addition, under the terms of the Company's mandatory convertible preferred stock,
the Company is restricted from paying any cash dividends on its common stock if the Company is not current in its
dividend payments with respect to the Company's mandatory convertible preferred stock. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources -
Financing Activities" below.
Transfer Agent and Registrar for Common Stock
The transfer agent and registrar for the Company's common stock is:
Mellon Investor Services, Inc.
44 Wall Street, 6th Floor
New York, NY 10005
Tel: (877) 363-6398
Sales of Unregistered Securities
The Company has made the following acquisitions in the fourth quarter of 2003 involving the issuance of
Interpublic Stock:
19
(i) On December 12, 2003, the Registrant issued 68,842 shares of Interpublic common stock and paid $1,000,000 to
two former stockholders of a company that was acquired in the fourth quarter of 1999. This represented a deferred
payment of the purchase price. The 68,842 shares of Interpublic common stock had a market value of approximately
$1,000,000 as of the date of issuance. The 68,842 shares of Interpublic common stock were issued by the Registrant
without registration in reliance on Section 4(2) under the Securities Act, based on the sophistication of the acquired
Company's former stockholders. The former stockholders had access to all the documents filed by the Registrant
with the SEC, including the Registrant's (i) Annual Report and Form 10-K for the year ended 2002, (ii) Quarterly
Report on Form 10-Q for the period ended September 30, 2003, (iii) Reports on Form 8-K for 2003, and (iv) Proxy
Statement for the Annual Meeting of Stockholders held on May 20, 2003.
(ii) On November 26, 2003, the Registrant paid $2,475,000 and issued 40,409 shares of Interpublic common stock to
a former shareholder of a company which was acquired on June 30, 2000. This represented a deferred payment of
the purchase price. The 40.409 shares of Interpublic common stock were valued at $574,495 on the date of issuance.
The 40,409 shares of Interpublic Stock were issued by the Registrant without registration in an "offshore
transaction" and solely to "non-US persons" in reliance on Rule 903(b)(3) of Regulation S under the Securities Act.
(iii) On October 27, 2003, the Registrant paid $346,009 and issued 25,706 shares of Interpublic common stock to
four former shareholders of a company which was acquired on September 8, 2000. This represented a deferred
payment of the purchase price. The 25,706 shares of Interpublic common stock were valued at $346,009 on the date
of issuance. The 25,706 shares of Interpublic Stock were issued by the Registrant without registration in an
"offshore transaction" and solely to "non-US persons" in reliance on Rule 903(b)(3) of Regulation S under the
Securities Act.
(iv) On October 24, 2003, the Registrant issued 16,116 shares of Interpublic common stock to five former
shareholders of a company that was acquired by the Registrant in the third quarter of 2000. This represented a
deferred payment of the purchase price. The 16,116 shares of Interpublic common stock had a market value of
$215,906 as of the date of issuance. The 16,116 shares of Interpublic common stock were issued by the Registrant
without registration in an "offshore transaction" and solely to "non-US persons" in reliance on Rule 903(b)(3) of
Regulation S under the Securities Act. The former shareholders had access to all the documents filed by the
Registrant with the SEC, including the Company's (i) Annual Report on Form 10-K for the year ended December
31, 2002, (ii) Quarterly Report on Form 10-Q for 2003 for the period ended June 30, 2003, (iii) Current Reports on
Form 8-K for 2003, and (iv) Proxy Statement for the Annual Meeting of Stockholders held on May 20, 2003.
(v) On October 22, 2003, the Registrant paid $5,065,037 and issued 120,509 shares of Interpublic common stock to
the shareholder of a company for the remaining forty percent interest. Sixty percent of the stock of this company
was acquired by Registrant on September 30,1999. This represented a payment of the purchase price for the
remaining forty percent. The 120,509 shares of Interpublic common stock were valued at $1,688,331 on the date of
issuance. The 120,509 shares of Interpublic Stock were issued by the Registrant without registration in an "offshore
transaction" and solely to "non-US persons" in reliance on Rule 903(b)(3) of Regulation S under the Securities Act.
(vi) On October 21, 2003, the Registrant issued 94,409 shares of Interpublic common stock and paid $5,352,967 to
two former stockholders of a company that was acquired in the second quarter of 2002. This represented a deferred
payment of the purchase price. The 94,409 shares of Interpublic common stock had a market value of approximately
$1,338,242 as of the date of issuance. The 94,409 shares of Interpublic common stock were issued by the Registrant
without registration in reliance on Section 4(2) under the Securities Act, based on the sophistication of the acquired
Company's former stockholders. The former stockholders had access to all the documents filed by the Registrant
with the SEC, including the Registrant's (i) Annual Report and Form 10-K for the year ended 2002, (ii) Quarterly
Report on Form 10-Q for the period ended June 30, 2003, (iii) Reports on Form 8-K for 2003, and (iv) Proxy
Statement for the Annual Meeting of Stockholders held on May 20, 2003.
20
THE INTERPUBLIC GROUP OF COMPANIES, INC. AND SUBSIDIARIES
(Dollars in Millions, Except Per Share Amounts)
Item 6. Selected Financial Data
The following tables set forth selected financial data concerning the Company for each of the last five years. The
following selected financial data should be read in conjunction with the Consolidated Financial Statements and notes
thereto and Management's Discussion and Analysis of Financial Condition and Results of Operations ("the
MD&A") included elsewhere herein.
SELECTED FINANCIAL DATA FOR FIVE YEARS (UNAUDITED)
(Amounts in Millions, Except Per Share Amounts and Number of Employees)
OPERATING DATA
Revenue
Salaries and related expenses
Office and general expenses
Amortization of intangible assets
Restructuring and other merger-related costs
Long-lived asset impairment and
other charges
Investment impairments
Litigation charges
Interest expense
Provision for (benefit of) income taxes
Income (loss) from continuing operations
Income from discontinued operations (net of tax)
2003
2002
2001
2000
1999
$ 5,863.4
$ 5,737.5
$ 6,352.7
$ 6,728.5
$ 5,960.0
3,451.8
1,885.6
11.3
175.6
286.9
84.9
127.6
172.8
254.0
(552.9 )
101.2
3,350.0
1,880.4
8.9
12.1
127.1
39.7
--
145.6
117.9
68.0
31.5
3,620.9
1,896.1
164.6
634.5
303.1
210.8
--
164.6
(66.1)
(550.1)
15.6
3,845.7
1,782.6
136.0
159.1
--
--
--
126.3
332.1
386.4
6.4
3,447.5
1,640.9
103.5
159.5
--
--
--
99.5
269.0
332.2
4.4
Net income (loss)
$ (451.7 )
$ 99.5
$ (534.5)
$ 392.8
$ 336.6
DATA PER SHARE OF COMMON STOCK
Basic
Continuing operations
Discontinued operations
Total
Weighted-average shares
Diluted
Continuing operations
Discontinued operations
Total
$ (1.43 )
$ 0.18
0.26
$ (1.17 )
0.08
$ 0.26
$ (1.49)
0.04
$ (1.45)
$ 1.07
0.02
$ 1.09
$ 0.95
0.01
$ 0.96
385.5
376.1
369.0
359.6
352.0
$ (1.43 )
$ 0.18
0.26
$ (1.17 )
0.08
$ 0.26
$ (1.49)
0.04
$ (1.45)
$ 1.04
0.02
$ 1.06
$ 0.92
0.01
$ 0.92*
*Does not foot due to rounding.
Weighted-average shares
385.5
381.3
369.0
370.6
364.6
FINANCIAL POSITION
Working capital
Total assets
Total long-term debt
Book value per share of common stock
OTHER DATA
$ 725.2
$12,234.5
$ 2,191.7
$ 6.23
$ (767.5)
$ (78.3)
$ (421.7)
$ (82.6)
$11,793.7
$ 1,817.7
$ 5.44
$11,375.3
$ 2,480.6
$ 4.86
$12,253.6
$ 1,531.8
$ 6.38
$11,148.9
$ 1,085.2
$ 5.63
Cash dividends on common stock
Cash dividends per share of common stock
Number of employees
$ --
$ --
43,400
$ 145.6
$ .38
46,900
$ 129.2
$ .38
50,400
$ 109.1
$ .37
58,500
$ 90.4
$ .33
51,500
21
THE INTERPUBLIC GROUP OF COMPANIES, INC. AND ITS SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Dollars in Millions, Except Per Share Amounts)
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
When comparing performance between years, the Company discusses non-GAAP financial measures such as
organic revenue growth. The nature of such amounts is described more fully in "Results of Operations" below.
OVERVIEW OF SIGNIFICANT EVENTS
During 2003, the Company continued to experience difficult economic conditions as evidenced by the fact that, on
an organic basis, revenue declined by 3.6%. In response to the declines in revenues, the Company implemented a
major restructuring program designed to bring expenses more in line with revenue. This plan, which commenced in
the second quarter of 2003, is expected to result in additional charges in 2004. In addition to the restructuring plan,
the Company has continued to focus on improving its balance sheet and, during 2003, raised significant amounts of
cash from equity issuances, refinancing of debt, and sales of certain non-strategic assets.
Significant events during 2003 included:
• Economic Conditions
On an organic basis, revenue declined by 3.6% from 2002 to 2003, reflecting the continued softness in demand for
the Company's advertising and marketing communications services. This reduced demand affected all of the
Company's service offerings and, in particular, public relations and the Company's project-based businesses. The
Company has, however, experienced improved revenue performance during the latter part of 2003 coinciding with
signs of economic recovery. Specifically, the organic revenue decline for the Company was 3.1% in the third
quarter of 2003 and was 1.1% in the fourth quarter of 2003.
• Restructuring
In 2003, the Company began to implement a major restructuring program in response to declines in revenue. In
2003, restructuring charges of $175.6 were recorded related to severance for approximately 2,900 terminated
employees and for costs associated with vacating 55 offices worldwide. In addition, a charge of $16.5 was
recorded in office and general expenses related to the amortization of leasehold improvements on properties
included in the 2003 restructuring program. Approximately $85 in additional charges is expected to be incurred in
the first half of 2004.
The Company anticipates that this program will continue through the first half of 2004 and, including amounts
classified in office and general expenses, will approximate $275. The amount of salary and occupancy costs
eliminated as a result of the restructuring charges recorded in 2003 is estimated to be approximately $175, a
portion of which has begun to be realized during 2003.
• Divestitures
The Company sold certain non-strategic assets, including the following:
♦
♦
♦
In July 2003, the Company completed the sale of its NFO WorldGroup ("NFO") research unit for $415.6 and
approximately 11.7 million shares of Taylor Nelson Sofres PLC ("TNS"). Net of expenses and cash sold the
proceeds were approximately $377. A pre-tax gain of approximately $99 was recorded.
In December 2003, the Company sold the TNS shares for approximately $42. A gain of approximately $13
was recorded.
In December 2003, the Company sold approximately 11 million of the shares it owned in Modem Media, Inc.
for net proceeds of approximately $57. A pre-tax gain of approximately $30 was recorded.
22
THE INTERPUBLIC GROUP OF COMPANIES, INC. AND ITS SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Dollars in Millions, Except Per Share Amounts)
♦
In January 2004, the Company sold the four motorsports circuits owned by its Motorsports division for
approximately $26 in cash. The Company recorded a long-lived asset impairment charge of $38.0 in 2003 to
appropriately reflect the assets held for sale at fair market value at December 31, 2003.
• Financing Activities
During 2003, the Company accomplished the following:
♦
♦
In March 2003, the Company completed the issuance and sale of $800 aggregate principal amount of 4.5%
Convertible Senior Notes due 2023. In April 2003, the Company used approximately $581 of the net proceeds
of this offering to repurchase the Zero-Coupon Convertible Senior Notes due 2021 (the "Zero Coupon Notes")
tendered in its concurrent tender offer and is using the remaining proceeds for the repayment of other
indebtedness, general corporate purposes and working capital.
In the third quarter of 2003, the Company repaid $142.5 of principal amount of outstanding borrowings under
its various note purchase agreements with the Prudential Insurance Company of America (the "Prudential
Agreements") bearing interest rates ranging from 8% to 10%, the highest cost debt in the Company's
portfolio. A prepayment penalty of $24.8 was incurred in connection with this retirement.
♦ During the third quarter of 2003, the company filed a universal shelf registration in the amount of $1,800,
$721.4 of which was used in connection with the concurrent offerings discussed below.
♦ On December 16, 2003, the Company issued 25.8 million common shares at a price of $13.50 under its
existing shelf registration statement. This offering was closed concurrently with an offering of approximately
7.5 million shares of its Preferred Stock. As a result of the transaction, the Company raised approximately
$693. Approximately $246 of the net proceeds from this offering were used to redeem the Company's 1.80%
Convertible Subordinated Notes due 2004 in January 2004. The remaining proceeds will be used for general
corporate purposes.
♦ Reduced debt levels from approximately $2,600 at December 31, 2002 to approximately $2,500 at December
31, 2003 and increased cash from approximately $900 at December 31, 2002 to approximately $2,000 at
December 31, 2003.
• Goodwill Impairment
During 2003, the Company recorded a goodwill impairment charge of $221.0 related to its Octagon WorldWide
("OWW") unit. The impairment charge was caused by OWW's lower than expected performance in 2003 and
revised future projections indicating that the factors behind the 2003 performance were likely to persist.
• Management Changes
In the first quarter of 2003, the Company made significant changes in the top management of the Company and its
largest agency, McCann Erickson WorldGroup ("McCann"). The Company's former chairman and CEO, John J.
Dooner, Jr. has resumed an active operating role as Chairman and CEO of McCann, replacing James R. Heekin,
who has left the Company. David A. Bell, Vice Chairman and former CEO of True North Communications, Inc.,
assumed the role of Chairman and CEO of the Company.
In June 2003, the Company hired Christopher J. Coughlin, as its Chief Operating Officer. Mr. Coughlin assumed
the additional responsibilities and title of Chief Financial Officer upon the departure of Executive Vice President
and Chief Financial Officer, Sean F. Orr, in August of 2003.
23
THE INTERPUBLIC GROUP OF COMPANIES, INC. AND ITS SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Dollars in Millions, Except Per Share Amounts)
• Litigation and SEC Investigation
As discussed in Note 16 to the Consolidated Financial Statements, the Company is involved in legal matters which
include certain class action suits brought against the Company as a result of filing restated financial statements in
2002. Subject to federal court approval, a tentative agreement was reached with the parties to the consolidated
class action suits in the federal district of New York under which the Company agreed to pay $115, of which $20
will be paid in cash and $95 in common stock. The Company recorded a charge in the third quarter of 2003
primarily representing the current estimate of amounts payable in regard to the settlement.
The Company is also under a formal investigation with the SEC related to the above restatements of its earnings.
The Company is cooperating fully with the investigation.
OUTLOOK
The Company's results of operations are dependent upon: a) maintaining and growing its revenue, b) the ability to
retain and gain new clients, c) the continuous alignment of its costs to its revenue and d) retaining and attracting key
personnel. Revenue is also highly dependent on overall economic and political conditions. For a discussion of these
and other factors that could affect the Company's results of operations and financial conditions, see "Statement
Regarding Forward-Looking Disclosure" and "Business-Risk Factors."
As discussed above, 2003 was a difficult year for the Company, reflecting continued softness in worldwide demand
for advertising and marketing communications services. The decline in organic revenue versus the prior year was a
decline of 3.6% for the full year. However, the Company noted a positive trend in its revenues during the latter part
of 2003, particularly internationally. There was sequential improvement throughout the year as the organic revenue
decline was 3.1% in the third quarter and 1.1% in the fourth quarter of 2003, in each case versus the prior year.
While management expects continued progress overall in the Company's organic revenue trends, it does not expect
that the progression will be linear, in particular given the cyclical nature of the Company's business.
Industry forecasters expect that there will continue to be signs of improving economic activity, on a worldwide
basis, in 2004. Specifically, worldwide advertising and marketing services spending is expected to rise by 3-4%.
Such a forecast confirms that, while there is no certainty as to what will ultimately occur, economic conditions in
2004 should continue to be better than 2003 for the industry as a whole.
The Company's performance in the recent past has lagged, somewhat, that of the industry and may continue to do so.
Management has responded to its recent performance issues, however, by implementing a turnaround program. The
program was begun in mid 2003 and is targeted to be complete by mid 2006. The first stage of the program has
focused on implementing the restructuring initiatives discussed below and improving the Company's capital
structure. Going forward, the turnaround program will focus on achieving certain defined performance objectives
based on the Company's perceived peer competitor performance levels. The objectives include those relating to:
•
•
•
achieving organic revenue growth comparable to the Company's peer competitors, by building on the
collaboration and supplemental incentive plan and changing the Company's culture;
improving the Company's operating margin, by reducing staff costs and office and general costs, including
further property consolidation; and
continuing to manage the Company's debt to capital ratio, building on actions taken to date, and improving
its debt-to-profitability and its interest coverage ratio.
RESULTS OF OPERATIONS
The Company reports its financial results in accordance with generally accepted accounting principles ("GAAP").
When comparing performance between years, however, the Company also discusses non-GAAP financial measures
such as the impact that foreign currency rate changes, acquisitions/dispositions and organic growth have on reported
results.
24
THE INTERPUBLIC GROUP OF COMPANIES, INC. AND ITS SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Dollars in Millions, Except Per Share Amounts)
The Company derives organic revenue by adjusting reported revenue in respect of any given period by:
•
•
excluding the impact of foreign currency effects over the course of the period to provide revenues on a
constant currency basis; and
excluding the impact on reported revenue resulting from acquisitions and dispositions that were consummated
after the first day of the year prior to the given period.
Additionally, organic revenue calculations for the year ended, and each quarter of, 2003 have been adjusted to make
2003 organic revenue principally arising from public relations and sporting event arrangements more directly
comparable to organic revenue arising from public relations and sporting event arrangements in periods preceding
January 1, 2003, and for the impact of the deconsolidation of certain international entities. If these adjustments had
been made to revenue for prior periods, there would have been neither a material effect on results in prior periods
nor any effect whatsoever on operating or net income. These adjustments principally relate to "grossing up"
revenues and expenses by the same amount in connection with the reimbursement of certain out of pocket expenses
relating to public relations and sporting event arrangements.
Management believes that discussing organic revenue, giving effect to the above factors, provides a better
understanding of the Company's revenue performance and trends than reported revenue because it allows for more
meaningful comparisons of current-period revenue to that of prior periods. Management also believes that organic
revenue determined on a generally comparable basis is a common measure of performance in the businesses in
which it operates.
When the Company discusses amounts on a constant currency basis, the prior period results are adjusted to remove
the impact of changes in foreign currency exchange rates during the current period that is being compared to the
prior period. The impact of changes in foreign currency exchange rates on prior period results is removed by
converting the prior period results into US dollars at the average exchange rate for the current period. Management
believes that discussing results on a constant currency basis allows for a more meaningful comparison of current-
period results to such prior-period results.
The Company has also highlighted the impact of the loss of the Chrysler account in the fourth quarter of 2000
(revenue and operating expenses related to which continued through 2001). Chrysler was a major client of True
North Communications, Inc. ("True North"), which the Company acquired in a transaction accounted for as a
pooling of interests in June 2001. As a result of the acquisition of True North, the Company lost accounts of Pepsi-
owned brands due to client conflicts within the combined company. Management believes that adjusting for the
impact of these significant client losses is relevant when comparing organic revenue performance between 2002 and
2001.
As discussed in Note 15 to the Consolidated Financial Statements, the Company is comprised of two reportable
segments: the Interpublic Sports and Entertainment Group ("SEG") and Interpublic excluding SEG. SEG was
formed during the second quarter of 2002 through a carve-out from the Company's other operating groups and is
primarily comprised of the operations of OWW, for the Company's sports marketing business, Motorsports, for the
Company's motorsports business, and Jack Morton Worldwide, for specialized marketing services including
corporate events, meeting and training/learning.
SEG revenue is not material to the Company as a whole. However, due to the recording of long-lived asset
impairment charges, operating difficulties and resulting higher costs principally from its Motorsports business, SEG
has incurred significant operating losses. Based on certain substantial contractual obligations and revised projections
for OWW, the Company does not expect that margins of SEG will converge with those of the rest of the Company
and, accordingly, reports SEG as a separate reportable segment. Other than the impairment charges which are
discussed below and the commitments discussed in "Other Matters", the operating results of SEG are not material to
those of the Company, and therefore are not discussed in detail below.
25
THE INTERPUBLIC GROUP OF COMPANIES, INC. AND ITS SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Dollars in Millions, Except Per Share Amounts)
Discontinued Operations
As discussed below and in Note 3 to the Consolidated Financial Statements, on July 10, 2003, the Company
completed the sale of its NFO research unit to TNS. The results of NFO are classified as a discontinued operation in
accordance with Statement of Financial Accounting Standards No. 144, Accounting for the Impairment or Disposal
of Long-Lived Assets, and, accordingly, the results of operations and cash flows of NFO have been removed from
the Company's results of continuing operations and cash flow for all periods presented in this document.
Continuing Operations
The following table shows the Company's net income (loss) and earnings per share for the years ended December
31, 2003, 2002, and 2001.
Continuing Operations
Discontinued Operations
Net Income (Loss)
Diluted EPS from Continuing Operations
Diluted EPS from Discontinued Operations
Total Diluted EPS
2003
$(552.9)
101.2
$(451.7)
$ (1.43)
0.26
$ (1.17)
2002
$68.0
31.5
$99.5
$0.18
0.08
$0.26
2001
$(550.1)
15.6
$(534.5)
$ (1.49)
0.04
$ (1.45)
The following summarizes certain financial information by the two reportable segments for purposes of
management's discussion and analysis:
Revenue
Salaries and related
Office and general
Amortization of intangibles
Restructuring and
other merger-related
Long-lived asset impairment
and other charges
Operating income (loss)
2003
IPG
(excl. SEG)
SEG
$5,435.3 $ 428.1
192.4
255.7
1.5
3,259.4
1,629.9
9.8
Total
IPG
$5,863.4
3,451.8
1,885.6
11.3
IPG
(excl. SEG)
2002
Total
IPG
SEG
$5,357.9 $ 379.6 $5,737.5
3,350.0
183.4
1,880.4
234.6
8.9
2.7
3,166.6
1,645.8
6.2
2001
Total
IPG
IPG
(excl. SEG)
$5,918.1
3,420.8
1,717.9
152.5
SEG
$ 434.6 $6,352.7
3,620.9
1,896.1
164.6
200.1
178.2
12.1
172.8
2.8
175.6
6.4
5.7
12.1
617.7
16.8
634.5
1.7 285.2
$ 361.7 $ (309.5)
286.9
$ 52.2
127.1
127.1
--
$ 532.9 $ (173.9) $ 359.0
297.5
$ (288.3)
303.1
5.6
$ 21.8 $ (266.5)
Some of the key factors driving the financial results in 2003:
Operating Income (Loss)
•
•
•
•
Higher foreign exchange rates for 2003, primarily the Euro and Pound, versus the US Dollar that resulted in
higher US Dollar revenue and expense in comparison to 2002;
Organic revenue declines as a result of the continued softness in demand for the Company's advertising and
marketing communications services by current clients, particularly in public relations and in other project-
based businesses in international markets;
Restructuring charges of $175.6 were recorded in 2003. In connection with the Company's restructuring
program, a charge of $16.5 was also recorded in office and general expenses related to the amortization of
leasehold improvements;
A long-lived asset impairment charge of $221.0 was recorded related to the goodwill of OWW, the
Company's sports marketing business; and
26
THE INTERPUBLIC GROUP OF COMPANIES, INC. AND ITS SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Dollars in Millions, Except Per Share Amounts)
•
A long-lived asset impairment charge of $38.0 was recorded related to the Company's motorsports operations.
Other Income (Expense)
•
•
•
•
Investment impairment charges of $84.9 were recorded primarily related to unconsolidated, principally
international, affiliates;
Litigation charges of $127.6, anticipated to be funded principally with Company stock, was recorded relating
primarily to the shareholder suits;
A debt prepayment penalty of $24.8 was recorded as a result of retiring all of the Company's outstanding
borrowings under the Prudential Agreements; and
A pre-tax gain on the sale of approximately 11 million shares of Modem Media, Inc. of approximately $30.
Income taxes
•
A total charge of $84.4 was recorded to increase the Company's valuation allowance for deferred income tax
assets primarily relating to foreign net operating and US capital loss carryforwards.
Discontinued operations
•
A pre-tax gain on the sale of NFO of $99.1 ($89.1 after tax) was recorded to reflect the closing of the sale in
the third quarter.
REVENUE
The Company is a worldwide global marketing services company, providing clients with communications expertise
in three broad areas: a) advertising and media management, b) marketing communications, which includes direct
marketing and customer relationship management, public relations, sales promotion, event marketing, online
marketing, corporate and brand identity and healthcare marketing and c) specialized marketing services, which
includes sports and entertainment marketing and corporate meetings and events.
The following analysis provides further detail on revenue:
2003 vs. 2002
Increase/(Decrease)
Domestic Revenue
2003
$3,284.2
% of
Total
56%
2002
$3,313.6
% of
Total
58%
Reported
Dollars %
$(29.4)
(0.9)%
Excluding
Currency Effect
Dollars %
$ (29.4)
(0.9)%
International Revenue
2,579.2
44%
2,423.9
42%
155.3
6.4%
(114.0)
(4.2)%
Worldwide Revenue
$5,863.4
100%
$5,737.5
100%
$125.9
2.2%
$(143.4)
(2.4)%
The components of the total revenue change in 2003 were:
Foreign currency changes
Net acquisitions/divestitures
Reclassifications
Organic revenue
Total revenue increase
$ Change
$269.3
(13.9)
80.7
(210.2)
$125.9
Increase/(Decrease)
4.6 %
(0.2)%
1.4 %
(3.6)%
2.2 %
27
THE INTERPUBLIC GROUP OF COMPANIES, INC. AND ITS SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Dollars in Millions, Except Per Share Amounts)
The decrease in organic revenue of 3.6% for the year was due to continued softness in the demand for advertising
and marketing services by current clients, particularly in international markets and in the Company's public relations
services and other project related business. Organic revenue for SEG declined 1.8% for the year in comparison to
the prior year. Coincident with the signs of an economic recovery, the Company's revenue trend improved
sequentially toward the latter part of 2003. Organic revenue was a decline of 3.1% in the third quarter and 1.1% in
the fourth quarter of 2003 in comparison to 2002. During the first part of the year, revenue was impacted by the
uncertainty in the geopolitical environment resulting from the uncertainty associated with the war in Iraq, and, to a
lesser extent, from the outbreak of the SARS virus. During the latter part of the year, the Company has seen
improving revenue trends, particularly internationally, coincident with the signs of an economic recovery.
2002 vs. 2001
Domestic Revenue
2002
$3,313.6
% of
Total
58%
2001
$3,708.0
% of
Total
58%
Increase/(Decrease)
Excluding
Currency Effect
Dollars %
$(394.4) (10.6)%
Reported
Dollars
$(394.4)
%
(10.6)%
International Revenue
2,423.9
42%
2,644.7
42%
(220.8)
(8.3)%
(232.2)
(8.7)%
Worldwide Revenue
$5,737.5
100%
$6,352.7
100%
$(615.2)
(9.7)%
$(626.6)
(9.8)%
The components of the total revenue change in 2002 were:
Foreign currency changes
Net acquisitions/divestitures
Loss of the Chrysler and Pepsi accounts
Organic revenue
Total revenue decrease
$ Change
$ 11.4
(53.6)
(52.8)
(520.2)
$(615.2)
Increase/(Decrease)
0.1 %
(0.5)%
(0.8)%
(8.5)%
(9.7)%
The decrease in organic revenue was primarily the result of the overall softness in the demand for advertising and
marketing services by current clients due to the weak economy, both domestically and internationally.
OPERATING EXPENSES
Salaries and Related Expenses
In 2003, the Company's expenses related to employee compensation and various employee incentive and benefit
programs amounted to approximately 59% of revenue. The employee incentive programs are based primarily upon
operating results. Salaries and related expenses in all periods were also impacted by salary progression.
2003 vs. 2002
Salaries and related expenses were $3,451.8 for 2003 and $3,350.0 in 2002, an increase of $101.8 or 3.0%. The
increase reflects the effect of higher foreign exchange rates, primarily the Euro and Pound, versus the US Dollar.
Offsetting this increase is a decrease in salaries as a result of lower headcount. Total headcount dropped by 7.5% to
43,400 at December 31, 2003 from 46,900 at December 31, 2002. The reduction accelerated towards the end of the
year as the Company implemented its new restructuring program.
The components of the total change in 2003 were:
Foreign currency changes
Net acquisitions/divestitures
Reclassifications
Reductions in salaries and related expense from existing operations
Total change
$ Change
$154.9
(2.3)
(9.7)
(41.1)
$101.8
Increase/(Decrease)
4.5%
--%
(0.3)%
(1.2)%
3.0%
28
THE INTERPUBLIC GROUP OF COMPANIES, INC. AND ITS SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Dollars in Millions, Except Per Share Amounts)
2002 vs. 2001
Salaries and related expenses were $3,350.0 for 2002 and $3,620.9 in 2001, a decrease of $270.9 or 7.5%. The
decrease is a result of lower headcount, which was reduced by 6.9% to 46,900 at December 31, 2002 from 50,400 at
December 31, 2001. This was partially offset by a benefit of $50.0 recorded in 2001 resulting from a reduction in
severance reserves related to significant headcount reductions.
The components of the total change were:
Foreign currency changes
Net acquisitions/divestitures
Loss of the Chrysler and Pepsi accounts
Reductions in salaries and related expenses from existing operations
Total change
$ Change
$ 11.6
(44.7)
(20.1)
(217.7)
$(270.9)
Increase/(Decrease)
0.3 %
(1.0)%
(0.6)%
(6.2)%
(7.5)%
Office and General Expenses
2003 vs. 2002
Office and general expenses were $1,885.6 in 2003 and $1,880.4 in 2002, an increase of $5.2 or 0.3%. The increase
reflects the effect of higher foreign exchange rates, primarily the Euro and Pound, versus the US Dollar, and the
reclassification related to grossing-up expenses as previously discussed.
The reduction in office and general expenses from existing operations was due to a decrease in occupancy and
overhead costs as a result of the 2003 restructuring program and a decrease in bad debt expense from improved
collection activity, primarily toward the latter part of the year. Offsetting these reductions are higher professional
fees resulting from the securities litigation and SEC investigation, higher audit costs and costs associated with
preparation for compliance with the Sarbanes-Oxley Act.
The components of the total change in 2003 were:
Foreign currency changes
Net acquisitions/divestitures
Reclassifications
Reduction in office and general expenses from existing operations
Total change
2002 vs. 2001
$ Change
$102.9
(15.2)
90.9
(173.4)
$ 5.2
Increase/(Decrease)
5.2 %
(0.7)%
5.1 %
(9.3)%
0.3 %
Office and general expenses were $1,880.4 in 2002 and $1,896.1 in 2001, a decrease of $15.7 or 0.8%. The net
decrease in operating expenses of $15.7 was due to various factors including the cost reduction initiatives from the
2001 restructuring plan that accounted for year-on-year reductions in occupancy costs of approximately $32. These
reductions represent savings in 2002, the year in which substantially all of the savings from the 2001 restructuring
program began to be realized. Travel and entertainment costs and office related and supplies costs also decreased.
These decreases were offset by an increase in professional fees resulting from the restatements and the related
securities litigation and the SEC investigation previously described, an increase in bad debt expense and higher costs
related to the Company's motorsports business within SEG.
29
THE INTERPUBLIC GROUP OF COMPANIES, INC. AND ITS SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Dollars in Millions, Except Per Share Amounts)
The components of the total change in 2002 were:
Foreign currency changes
Net acquisitions/divestitures
Loss of the Chrysler and Pepsi accounts
Increases in office and general expenses from existing operations
Total change
$ Change
$ (3.6)
(3.5)
(14.2)
5.6
$(15.7)
Increase/(Decrease)
(0.2)%
(0.1)%
(0.8)%
0.3 %
(0.8)%
Amortization of Intangible Assets
Amortization of intangible assets was $11.3 in 2003, $8.9 in 2002 and $164.6 in 2001. The decrease from 2001 is
primarily a result of the adoption of Statement of Financial Accounting Standards No. 142, Goodwill and Other
Intangible Assets ("SFAS 142").
Restructuring and Other Merger-Related Costs
During 2003, the Company recorded restructuring charges of $175.6 in connection with the 2003 and 2001
restructuring programs as discussed below. The Company expects that the restructuring charges recorded to date
will result in cash payments of $39.3 to be paid in 2004, $15.5 in 2005 and $6.1 in 2006 and thereafter.
Approximately $85 in additional restructuring charges is expected to be incurred in the first half of 2004. The total
amount of pre-tax charges the Company expects to incur, through the first half of 2004, including amounts classified
in office and general expenses, will approximate $275.
The amount of salary and occupancy costs eliminated as a result of the restructuring charges recorded in 2003 is
estimated to be approximately $175, a portion of which has begun to be realized during 2003 (as discussed in
"Operating Expenses" above).
2003 Program
During the second quarter of 2003, the Company announced that it would undertake restructuring initiatives in
response to softness in demand for advertising and marketing services. The restructuring initiatives include
severance and lease terminations.
During 2003, the Company recorded pre-tax restructuring charges of $175.6, of which $163.2 related to the 2003
program. The pre-tax restructuring charge for the 2003 program was composed of severance costs of $126.2 and
lease terminations costs of $37.0. Included in the $37.0 of lease termination costs was $4.8 related to the write-off of
leasehold improvements on vacated properties. The charges related to leases terminated as part of the 2003 program
are recorded at net present value and are net of estimated sublease income amounts. The discount relating to lease
terminations will be amortized over future periods. In addition, a charge of $16.5 has been incurred in 2003 related
to acceleration of amortization of leasehold improvements on premises included in the 2003 program. The charge
related to such amortization is included in office and general expenses in the accompanying Consolidated Statement
of Operations.
A summary of the liability for restructuring charges related to the 2003 restructuring plan is as follows:
TOTAL BY TYPE
Severance and termination costs
Lease terminations and other exit costs
Total
2003
Charges
$126.2
37.0
$163.2
Non-cash
Charges
2003 Cash
Payments
Foreign
Currency
Adjustment
Liability at
December 31,
2003
$1.4
4.8
$6.2
$88.3
8.5
$96.8
$1.2
0.4
$1.6
$37.7
24.1
$61.8
The severance and termination costs recorded to date relate to a reduction in workforce of approximately 2,900
employees worldwide. The employee groups affected include all levels and functions across the Company:
executive, regional and account management and administrative, creative and media production personnel.
Approximately 30% of the charge relates to severance in the US, 15% to severance in the UK, 10% to severance in
France with the remainder largely relating to the rest of Europe, Asia and Latin America.
30
THE INTERPUBLIC GROUP OF COMPANIES, INC. AND ITS SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Dollars in Millions, Except Per Share Amounts)
Lease termination costs, net of estimated sublease income, relate to the offices that have been or will be vacated as
part of the restructuring. Fifty-five locations have already been vacated and an additional 25 are to be vacated, with
substantially all actions to be completed by June 30, 2004; however, given the remaining lease terms involved, the
cash portion of the charge will be paid out over a period of several years. The majority of the offices to be vacated
are located in the US, with approximately one third in overseas markets, principally in Europe.
2001 Program
Following the completion of the True North acquisition in June 2001, the Company executed a wide-ranging
restructuring plan that included severance, lease terminations and other actions. The total amount of the charges
incurred in 2001 in connection with the plan was $634.5.
In the third quarter of 2002, the Company recorded an additional $12.1 in charges related to the 2001 restructuring
plan. The additional charge was necessitated largely by increases in estimates of lease losses due to lower than
anticipated sublease income in key markets, including San Francisco, Chicago, Paris and London.
During 2003, the Company recorded restructuring charges of $175.6, of which $12.4 related to additional losses on
properties vacated as part of the 2001 program.
A summary of the remaining liability for restructuring and other merger related costs related to the 2001
restructuring plan is as follows:
Liability at
December 31, 2002
2003
Charge
2003 Cash
Payments
Liability at
December 31, 2003
TOTAL BY TYPE
Severance and termination costs
Lease terminations and other exit costs
Total
$ 15.9
94.6
$110.5
$ --
12.4
$12.4
$10.9
33.1
$44.0
$ 5.0
73.9
$78.9
The Company terminated approximately 7,000 employees in connection with the 2001 restructuring program. The
Company downsized or vacated approximately 180 locations. Given the remaining lease terms involved, the
remaining liabilities will be paid out over a period of several years. Lease termination and related costs included
write-offs related to the abandonment of leasehold improvements as part of the office vacancies.
Other exit costs related principally to the impairment loss on sale or closing of certain business units in the US and
Europe. In the aggregate, the businesses sold or closed represented an immaterial portion of the revenue and
operating profit of the Company. The write-off amount was computed based upon the difference between the
estimated sales proceeds (if any) and the carrying value of the related assets. The sales and closures had been
completed by September 30, 2002.
Long-Lived Asset Impairment and Other Charges
The following table summarizes the long-lived asset impairment and other charges for 2003, 2002 and 2001:
Goodwill impairment
Fixed asset impairment
Current capital expenditure impairment
Record fair value of put option
Total
2003
$221.0
49.7
16.2
--
$286.9
2002
$ 82.1
24.7
8.3
12.0
$127.1
2001
$303.1
--
--
--
$303.1
2003 Impairments
During 2003, the Company recorded total charges of $286.9 related to the impairment of long-lived assets. This
amount includes $221.0 related to goodwill at OWW and $63.8 related to the Company's Motorsports businesses.
31
THE INTERPUBLIC GROUP OF COMPANIES, INC. AND ITS SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Dollars in Millions, Except Per Share Amounts)
OWW
During the third quarter of 2003, the Company performed its annual impairment review for goodwill and other
intangible assets and recorded a non-cash charge of $221.0. The charge was required to reduce the carrying value of
goodwill at the Company's OWW reporting unit. OWW is separate from Motorsports and offers a variety of sports
marketing services including athlete representation, TV rights distribution and other marketing and consulting
services.
The OWW charges reflect the reporting unit's lower than expected performance in 2003 and revised future
projections indicating that the factors behind the poor 2003 performance are likely to persist. Specifically, during
2003 it became apparent that there was significant pricing pressure in both overseas and domestic TV rights
distribution. Further, declining athlete pay scales are expected to result in significantly lower fees from athlete
representation, and proceeds from events (including ticket revenue and sponsorship) to which the Company is
committed will be lower than amounts that had been anticipated when the event rights were acquired. Various
factors, including the operating loss incurred at OWW in 2003, have indicated that lower revised growth projections
are required, reflecting lower projected gross margins than OWW has earned historically.
Motorsports
The Company's Motorsports unit owned and leased certain racing circuit facilities that were used for automobile,
motorcycle and go-cart racing, primarily in the UK. On January 12, 2004, the Company completed the sale of a
business comprising the four motorsports circuits (including Brands Hatch, Oulton Park, Cadwell Park and
Snetterton) (the "four owned circuits"), owned by its Brands Hatch subsidiaries, to MotorSport Vision Limited. The
consideration for the sale was approximately 15 million Pounds, (approximately $26) before expenses. An
additional contingent amount of up to 2 million Pounds, (approximately $4) may be paid to the Company depending
upon the future financial results of the operations being sold. The Company and its Brands Hatch subsidiaries retain
their interests and contractual commitments relating to the Silverstone circuit. The Company recognized an
impairment loss related to the four owned circuits of $38.0 in the fourth quarter of 2003 and has classified the
relevant assets and liabilities as held for sale in the Consolidated Balance Sheet of the Company as of December 31,
2003. See Note 16 to the Company's Consolidated Financial Statements for a discussion of the Company's
remaining contingent obligations related to motorsports.
In addition to the Brands Hatch impairment charge, $25.8 in charges was incurred related to the impairment of other
assets, including $16.2 of current capital expenditure outlays that the Company is contractually required to spend to
upgrade and maintain certain of its remaining Motorsports racing facilities, as well as an impairment of assets at
other Motorsports entities. At December 31, 2003, there were additional capital expenditures commitments of
approximately $25, which are expected to be impaired as incurred based on the cash flow analysis for the relevant
asset groupings.
2002 Impairments
Beginning in the second quarter of 2002 and continuing in subsequent quarters, certain of the Motorsports
businesses experienced significant operational difficulties, including significantly lower than anticipated attendance
at the marquee British Grand Prix race in July 2002. These events and a change in management at Motorsports in the
third quarter of 2002 led the Company to begin assessing its long-term strategy for Motorsports.
In accordance with the provisions of SFAS 142, the Company prepared a discounted cash flow analysis which
indicated that the book value of Motorsports significantly exceeded its estimated fair value and that a goodwill
impairment had occurred. In addition, as a result of the goodwill analysis, the Company assessed whether there had
been an impairment of the Company's long-lived assets in accordance with SFAS 144. The Company concluded that
the book value of certain asset groupings at Motorsports was significantly higher than their expected future cash
flows and that an impairment had occurred. Accordingly, the Company recognized a non-cash impairment loss and
related charge of $127.1 in 2002. The charges included $82.1 of goodwill impairment, $33.0 of fixed assets and
capital expenditure write-offs, and $12.0 to record the fair value of an associated put option.
32
THE INTERPUBLIC GROUP OF COMPANIES, INC. AND ITS SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Dollars in Millions, Except Per Share Amounts)
2001 Impairments
Following the completion of the True North acquisition in 2001 and the realignment of certain of the Company's
businesses, the Company evaluated the realizability of various assets. In connection with this review undiscounted
cash flow projections were prepared for certain investments, and the Company determined that the goodwill
attributable to certain business units was stated at an amount in excess of the future estimated cash flows. As a
result, an impairment charge of $303.1 was recorded in 2001. Of the total write-off, $221.4 was recorded in the
second quarter, with the remainder recorded in the third quarter. The largest components of the goodwill impairment
and other charges were Capita Technologies, Inc. (approximately $145) and Zentropy Partners (approximately $16),
both internet services businesses. The remaining amount primarily related to several other businesses, including
internet services, healthcare consulting and certain advertising offices in Europe and Asia Pacific.
OTHER INCOME (EXPENSE)
Interest Expense
Interest expense increased by $27.2 to $172.8 in 2003 primarily as a result of the issuance of $800 4.5% Notes on
March 13, 2003. These proceeds were invested until early April, at which time the proceeds were used for the
settlement of the tender offer for the Zero-Coupon Notes.
Interest expense decreased by $19.0 to $145.6 in 2002 due to lower debt levels, lower interest rates paid on short-
term borrowings and the issuance and sale of the Zero-Coupon Notes in December 2001. The Company used the net
proceeds of $563.2 from the Zero-Coupon Notes to repay indebtedness under the Company's credit facilities.
Debt Prepayment Penalty
During the third quarter of 2003, the Company repaid all of its outstanding borrowings under the Prudential
Agreements. This transaction required repaying $142.5 principal amount of its outstanding debt. In connection with
this transaction, a prepayment penalty of $24.8 was recorded.
Interest Income
Interest income was $38.9 in 2003, $29.8 in 2002 and $41.8 in 2001. The increase in 2003 is primarily due to higher
cash balances resulting from the issuance of the 4.5% Notes in March, the proceeds from the sale of NFO in July
and the proceeds from the equity offerings in December 2003. The decrease in 2002 is primarily due to lower
interest rates.
Other Income
The following table sets forth the components of other income:
Gains (losses) on sales of businesses
Gain on sale of TNS shares
Gain on sale of Modem Media shares
Gains (losses) on sales of other available-for-sale securities
Miscellaneous investment income
2003
$ 0.2
13.3
30.4
4.1
2.0
$50.0
2002
$(0.2)
--
--
5.3
2.8
$ 7.9
2001
$12.3
--
--
(2.5)
3.9
$13.7
See Investing Activities in "Liquidity and Capital Resources" below for a discussion of proceeds from sales of
businesses.
Investment Impairments
During 2003, the Company recorded $84.9 in investment impairment charges related to 21 investments. The charge
related principally to investments in the Middle East, Latin America, and Japan with additional amounts in Canada,
Europe, and the United States. The majority of the charge related to impairments arising from deteriorating
economic conditions in the countries in which the entity operates.
During 2002, the Company recorded $39.7 of investment impairment primarily related to certain investments of
OWW, the Company's sports marketing business.
33
THE INTERPUBLIC GROUP OF COMPANIES, INC. AND ITS SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Dollars in Millions, Except Per Share Amounts)
During 2001, the Company recorded total investment impairment charges of $210.8. The charge included $160.1
related to the impairment of investments primarily in publicly traded internet-related companies, including
marchFIRST, Inc. (an internet professional services firm), which had filed for relief under Chapter 11 of the Federal
Bankruptcy Code in April 2001. The remaining charge included write-offs for investments in non-Internet
companies, certain venture funds and other investments. In addition, the Company recorded a charge of $2.5 to
record the fair value of a put option. The impairment charges adjusted the carrying value of investments to the
estimated market value where an other than temporary impairment had occurred.
Litigation Charges
During 2003, the Company recorded litigation charges of $127.6 for various legal matters, of which $115 relates to a
tentative settlement of the shareholder suits discussed in Note 16. The settlement is subject to the execution of a
definitive settlement agreement and to approval from the federal district court judge. Under the terms of the
proposed settlement, the Company will pay $115, of which $20 will be paid in cash and $95 will be paid in shares of
the Company's common stock at an estimated value of $14.50 per share (which translates into 6,551,725 shares). In
the event that the price of the Company's common stock falls below $8.70 per share before final approval of the
settlement, the Company will either, at its sole discretion, issue additional shares of common stock or pay cash so
that the consideration for the stock portion of the settlement will have a total value of $57. The ultimate amount of
the litigation charge related to the settlement will depend upon the Company's stock price at the time a settlement is
concluded. The Company believes that, if the settlement is concluded as expected, the amounts accrued would be
adequate to cover all pending shareholder suits.
OTHER ITEMS
Effective Income Tax Rate
The Company's effective income tax rate was an expense of 94.4% in 2003, an expense of 55.8% in 2002 and a
benefit of 11.3% in 2001. The Company's effective income tax rate for 2003, 2002 and 2001 was negatively
impacted by the restructuring charges, non-deductible long-lived asset impairment charges and non-deductible
investment impairment charges relating to unconsolidated affiliates. In addition, the tax rate in 2003 was negatively
impacted by the establishment of valuation allowances on certain deferred tax assets as well as losses incurred in
non-US jurisdictions with tax benefits at rates lower than the US statutory rates. The difference between the
effective tax rate and the statutory federal rate of 35% is also due to state and local taxes and the effect of non-US
operations. All of these factors contributed to the Company's recording of a tax provision of $254.0 on a pre-tax loss
of $269.0 for 2003.
The increased tax rate in 2002 reflects a higher proportion of earnings derived from the US where it is taxed at
higher rates, as well as losses incurred in non-US jurisdictions with tax benefits at rates lower than the US statutory
rates.
The difference between the 2002 and 2001 effective tax rates is primarily attributable to the elimination of certain
non-deductible accounting charges resulting from our adoption of SFAS 142 (see Note 1). The 2001 effective
income tax rate reflects the impact of goodwill amortization.
Valuation Allowance
As required by Statement of Financial Accounting Standards No. 109, Accounting for Income Taxes ("SFAS 109"),
the Company is required to evaluate on a quarterly basis the realizability of its deferred tax assets. SFAS 109
requires a valuation allowance be established when it is more likely than not that all or a portion of deferred tax
assets will not be realized. In circumstances where there is sufficient negative evidence, establishment of a valuation
allowance must be considered. The Company believes that cumulative losses in the most recent three-year period
represent sufficient negative evidence under the provisions of SFAS 109 and, as a result, the Company determined
that certain of its deferred tax assets required the establishment of a valuation allowance. The deferred tax assets for
which an allowance was established relate primarily to foreign net operating and US capital loss carryforwards.
During 2003, a valuation allowance of $53.9 was established in continuing operations on existing deferred tax
assets. In addition, $26.8 of valuation allowances were established in continuing operations for current year losses
incurred in jurisdictions where a benefit is not currently expected, and $3.7 of valuation allowances were established
in continuing operations for certain US capital and other loss carryforwards. The total valuation allowance as of
December 31, 2003 was $171.0.
34
THE INTERPUBLIC GROUP OF COMPANIES, INC. AND ITS SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Dollars in Millions, Except Per Share Amounts)
The realization of the remaining deferred tax assets is primarily dependent on forecasted future taxable income. Any
reduction in estimated forecasted future taxable income, including but not limited to any future restructuring
activities may require that we record additional valuation allowances against our deferred tax assets on which a
valuation allowance has not previously been established. The valuation allowance that has been established will be
maintained until there is sufficient positive evidence to conclude that it is more likely than not that such assets will
be realized. An ongoing pattern of profitability will generally be considered as sufficient positive evidence. Our
income tax expense recorded in the future will be reduced to the extent of offsetting decreases in our valuation
allowance. The establishment or reversal of valuation allowances could have a significant negative or positive
impact on future earnings.
Minority Interest
Income applicable to minority interests was virtually unchanged at $30.9 in 2003, $30.5 in 2002 and $29.4 in 2001.
Unconsolidated Affiliates
Equity in net income (loss) of unconsolidated affiliates was income of $1.0 in 2003, income of $5.0 in 2002 and a
loss of $0.4 in 2001. The decrease in 2003 was primarily due to reduced earnings in unconsolidated affiliates in
Europe and Brazil. The increase in 2002 was primarily due to increased earnings of unconsolidated affiliates in the
US, partially offset by the sale of unconsolidated affiliates in Europe and the US.
DERIVATIVES AND HEDGING ACTIVITIES
The Company enters into interest rate swaps, hedges of net investments in foreign operations and forward contracts.
Interest Rate Swaps
As of December 31, 2003, the Company had no outstanding interest rate swap agreements.
During 2002, the Company had outstanding interest rate swap agreements covering $400.0 of the $500.0, 7.875%
notes due October 2005. The swaps had the same term as the debt and effectively converted the fixed rate on the
debt to a variable rate based on 6 month LIBOR. The swaps were accounted for as hedges of the fair value of the
related debt and were recorded as an asset or liability as appropriate.
As of December 31, 2002, the Company had terminated all of the interest rate swap agreements covering the $500.0,
7.875% notes due October 2005. In connection with the termination of the interest rate swap agreements transaction,
the Company received $45.7 in cash which will be recorded as an offset to interest expense over the remaining life
of the related debt.
Hedges of Net Investments
As of December 31, 2003, the Company had no loans designated as hedges of net investments.
The Company has significant foreign operations and conducts business in various foreign currencies. In order to
hedge the value of its investments in Japan, the Company had designated the Yen borrowings under its $375.0
Revolving Credit Facility (in the amount of $36.5) as a hedge of its net investment. The amount deferred in 2002
was not material.
On August 15, 2003, the Company repaid $36.5 Yen borrowing under its $375.0 Revolving Credit Facility that had
been designated as a hedge of a net investment.
Forward Contracts
The Company has entered into foreign currency transactions in which foreign currencies (principally the Euro,
Pounds and the Yen) are bought or sold forward. The contracts were entered into to meet currency requirements
arising from specific transactions. The changes in value of these forward contracts were reflected in the Company's
Consolidated Statement of Operations. As of December 31, 2002, the Company had contracts covering
approximately $37 of notional amount of currency and the fair value of the forward contracts was a gain of $5.1. As
of December 31, 2003, the Company had contracts covering $2.4 of notional amount of currency and the fair value
of the forward contracts was negligible.
35
THE INTERPUBLIC GROUP OF COMPANIES, INC. AND ITS SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Dollars in Millions, Except Per Share Amounts)
Other
The Company has two embedded derivative instruments under the terms of the offering of Zero-Coupon Notes as
discussed in Note 8. At December 31, 2002, the fair value of the two derivatives was negligible. As of April 2003,
substantially all of the Zero-Coupon Notes were redeemed. In connection with the issuance and sale of the 4.5%
Convertible Senior Notes in March 2003, two embedded derivatives were created. The fair value of the two
derivatives on December 31, 2003 was negligible.
As discussed in "Payments for Prior Acquisitions" below, the Company has entered into various put and call options
related to acquisitions. The exercise price of such options is generally based upon the achievement of projected
operating performance targets and approximate fair value.
LIQUIDITY AND CAPITAL RESOURCES
At December 31, 2003, cash and cash equivalents were $2,005.7, an increase of $1,072.7 from December 31, 2002.
Total debt at December 31, 2003, was $2,474.3, a decrease of $163.7 from December 31, 2002. The Company
collects funds from clients on behalf of media outlets resulting in cash receipts and disbursements at levels
substantially exceeding its revenue. Therefore, the working capital amounts reported on its balance sheet and cash
flows from operating activities reflect the "pass-through" of these items.
The Company's cash and debt positions were positively impacted by its 2003 debt and equity offerings, as discussed
below, the sale of NFO, and cash flow from operations.
During the third quarter of 2003, the Company filed a universal shelf registration in the amount of $1,800, $721.4 of
which was used in concurrent common stock and mandatorily convertible preferred stock offerings in 2003.
Operating Activities
Net cash provided by operating activities was $502.0, $855.9 and $128.1 in 2003, 2002 and 2001, respectively. The
decrease in cash provided by operating activities in 2003 was primarily attributable to the lower earnings level in
2003 resulting from continued softness in client demand for advertising and marketing services and the Company's
restructuring program. The Company expects to continue to generate cash from operations in 2004. Offsetting the
additional cash expected to be provided in 2004 are cash uses related to the Company's restructuring program,
funding of pension liabilities and amounts required to exit the Company's remaining motorsports commitments.
The increase in cash provided in 2002 was the result of improved working capital management, particularly with
regard to receivables, and the timing of international media payments at year end, and includes reduced payments of
incentives in 2002.
Investing Activities
Historically the Company has pursued acquisitions to complement and enhance its service offerings. In addition, the
Company has also sought to acquire businesses similar to those already owned to expand its geographic scope to
better serve new and existing clients. Acquisitions have historically been funded using stock, cash or a combination
of both. Currently, the Company has certain restrictions by the terms of its Revolving Credit Facilities from making
acquisitions or investments that are funded with cash. The Company's permitted level of annual expenditures for
new acquisitions funded with cash is $100 in the aggregate. See "Financing Activities" for further discussion.
During 2003, 2002 and 2001, the Company paid $224.6, $276.8 and $308.8, respectively, in cash for new
acquisitions and earn out payments for previous acquisitions. The reduction in payments in 2002 and 2003 reflects
the Company's reduced level of acquisition activity.
In 2003, the Company sold certain non-core assets. The Company completed the sale of NFO for $415.6 in cash
($376.7 net of cash sold and expenses) and approximately 11.7 million of shares of TNS stock which were sold in
December for net proceeds of approximately $42; sold approximately 11 million of the shares it owned as an equity
investment in Modem Media, Inc. for net proceeds of approximately $57; and, in January 2004, sold four of the
motorsport circuits for approximately $26 in cash.
36
THE INTERPUBLIC GROUP OF COMPANIES, INC. AND ITS SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Dollars in Millions, Except Per Share Amounts)
The Company's capital expenditures were $159.6, $171.4, and $257.5 during 2003, 2002, and 2001, respectively.
The primary purposes of these expenditures were to upgrade computer and telecommunications systems and to
modernize offices. Currently, the Company is restricted in making capital expenditures by the terms of its Revolving
Credit Facilities. The Company's permitted level of annual capital expenditures is $175.0. See "Financing Activities"
for further discussion.
In 2004, the Company expects to continue to make certain selective new acquisitions, payments for earn outs due
from previous acquisitions, and other capital expenditures. Given the restrictions on these expenditures, discussed
above, the Company does not expect these payments to exceed approximately $400 spent in 2003.
Financing Activities
Total cash on hand at December 31, 2003 was $2,005.7, an increase of $1,072.7 from December 31, 2002. Total
debt at December 31, 2003 was $2,474.3, a decrease of $163.7 from December 31, 2002. The Company's cash and
debt positions were positively impacted by its 2003 debt and equity offerings, as discussed below, the sale of NFO,
cash flow from operations and international cash and debt pooling arrangements that were put in place to optimize
the net debt balances in certain markets.
Revolving Credit Agreements
On June 27, 2000, the Company entered into a revolving credit facility with a syndicate of banks providing for a
term of five years and for borrowings of up to $375.0 (the "Five-Year Revolving Credit Facility"). On May 16,
2002, the Company entered into a revolving credit facility with a syndicate of banks providing for a term of 364
days and for borrowings of up to $500.0 (the "Old 364-Day Revolving Credit Facility"). The Company replaced the
Old 364-Day Revolving Credit Facility with a new 364-day revolving credit facility, which it entered into with a
syndicate of banks on May 15, 2003 (the "New 364-Day Revolving Credit Facility" and, together with the Five-Year
Revolving Credit Facility, both as amended from time to time, the "Revolving Credit Facilities"). The New 364-Day
Revolving Credit Facility provides for borrowings of up to $500.0, $200.0 of which are available to the Company
for the issuance of letters of credit. The New 364-Day Revolving Credit Facility expires on May 13, 2004. However,
the Company has the option to extend the maturity of amounts outstanding on the termination date under the New
364-Day Revolving Credit Facility for a period of one year, if EBITDA, as defined in the agreements, for the four
fiscal quarters most recently ended was at least $831.0 (for purposes of this EBITDA calculation, only $125.0 of
non-recurring restructuring charges may be added back to EBITDA). The Revolving Credit Facilities are used for
general corporate purposes. As of December 31, 2003, $160.1 was utilized under the New 364-Day Revolving
Credit Facility for the issuance of letters of credit, $0.0 was borrowed under the New 364-Day Revolving Credit
Facility and $0.0 was borrowed under the Five-Year Revolving Credit Facility. As of March 12, 2004, $136.0 was
obligated under the New 364-Day Revolving Credit Facility for the issuance of letters of credit, $0.0 was borrowed
under the New 364-Day Revolving Credit Facility and $0.0 of the $375.0 available was borrowed under the Five-
Year Revolving Credit Facility.
The Revolving Credit Facilities bear interest at variable rates based on either LIBOR or a bank's base rate, at the
Company's option. The interest rates on base rate loans and LIBOR loans under the Revolving Credit Facilities are
affected by the facilities' utilization levels and the Company's credit ratings. In connection with the New 364-Day
Revolving Credit Facility, the Company agreed to new pricing under the Revolving Credit Facilities that increased
the interest spread payable on loans under the Revolving Credit Facilities by 25 basis points. Based on the
Company's current credit ratings, interest rates on loans under the New 364-Day Revolving Credit Facility are
currently calculated by adding 175 basis points to LIBOR or 25 basis points to the applicable bank base rate, and
interest rates on loans under the Five-Year Revolving Credit Facility are currently calculated by adding 170 basis
points to LIBOR or 25 basis points to the applicable bank base rate.
The Company's Revolving Credit Facilities include financial covenants that set (i) maximum levels of debt for
borrowed money as a function of EBITDA, (ii) minimum levels of EBITDA as a function of interest expense and
(iii) minimum levels of EBITDA (in each case, as defined in those agreements).
As of December 31, 2003, the Company was, and expects to continue to be, in compliance with all of the covenants
(including the financial covenants, as amended) contained in the Revolving Credit Facilities.
37
THE INTERPUBLIC GROUP OF COMPANIES, INC. AND ITS SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Dollars in Millions, Except Per Share Amounts)
On February 10, 2003, certain defined terms relating to financial covenants contained in the Five-Year Revolving
Credit Facility and the Old 364-Day Revolving Credit Facility were amended effective as of December 31, 2002 to
include in the definition of debt for borrowed money the Company's 1.8% Convertible Subordinated Notes due 2004
and 1.87% Convertible Subordinated Notes due 2006. In addition, the definition of Interest Expense was also
amended to include all interest with respect to these Subordinated Notes.
In connection with entering into the New 364-Day Revolving Credit Facility, the definition of EBITDA in the
Revolving Credit Facilities was amended to include (i) up to $161.4 of non-cash, non-recurring charges taken in the
fiscal year ended December 31, 2002; (ii) up to $200.0 of non-recurring restructuring charges (up to $175.0 of which
may be cash charges) taken in the fiscal quarters ended March 31, 2003, June 30, 2003 and September 30, 2003; (iii)
up to $70.0 of non-cash, non-recurring charges taken with respect to the impairment of the remaining book value of
the Company's Motorsports business; and (iv) all impairment charges taken with respect to capital expenditures
made on or after January 1, 2003 with respect to the Company's Motorsports business, and to exclude the gain
realized by the Company upon the sale of NFO. The corresponding financial covenant ratio levels in the Revolving
Credit Facilities were also amended.
As of September 29, 2003, these additions to the definition of EBITDA were replaced with the following items: (i)
up to $161.4 of non-cash, non-recurring charges taken in the fiscal year ended December 31, 2002; (ii) up to $275.0
of non-recurring restructuring charges (up to $240.0 of which may be cash charges) taken in the fiscal quarter ended
March 31, 2003 and each of the fiscal periods ending June 30, 2003, September 30, 2003, December 31, 2003 and
March 31, 2004; (iii) up to $70.0 of non-cash, non-recurring charges taken with respect to the impairment of the
remaining book value of the Company's Motorsports business; (iv) all impairment charges taken with respect to
capital expenditures made on or after January 1, 2003 with respect to the Company's Motorsports business; (v) up to
$300.0 of non-cash, non-recurring goodwill or investment impairment charges taken in the fiscal periods ending
September 30, 2003, December 31, 2003, March 31, 2004, June 30, 2004 and September 30, 2004; (vi) up to $135.0
in payments made by the Company (up to $40.0 of which may be in cash) with respect to the fiscal periods ending
September 30, 2003, December 31, 2003 and March 31, 2004, relating to the settlement of certain litigation matters;
(vii) $24.8 in respect of the early repayment by the Company of all amounts outstanding under the Prudential
Agreements with respect to the fiscal quarter ended September 30, 2003; and (viii) non-cash charges related to the
adoption by the Company of the fair value based method of accounting for stock-based employee compensation in
accordance with Statement of Financial Accounting Standards No. 123 and Statement of Financial Accounting
Standards No. 148. The definition of EBITDA was also separately amended to give the Company flexibility to settle
its commitments under certain leasing and Motorsports event contractual arrangements. The Company paid a fee of
10 basis points of the total commitments under each of the Revolving Credit Facilities in consideration for these
amendments to the definition of EBITDA.
In determining the Company's compliance with the financial covenants as of December 31, 2003, the following
charges were added back to the definition of EBITDA: (i) $176.2 of restructuring charges ($153.5 of which were
cash charges), (ii) $47.4 of non-cash charges with respect to the impairment of the remaining book value of the
Company's Motorsports business, (iii) $16.2 of impairment charges taken with respect to capital expenditures of the
Company's Motorsports businesses, (iv) $293.9 of goodwill or investment impairment charges and (v) $115.0 of
charges (primarily non-cash) relating to certain litigation matters. Since these charges and payments were added
back to the definition of EBITDA, they do not affect the ability of the Company to comply with its financial
covenants. Any charges incurred by the Company as a result of its restructuring program after March 31, 2004 will
not be added back to EBITDA in determining whether the Company is in compliance with its financial covenants.
The terms of the Revolving Credit Facilities restrict the Company's ability to declare or pay dividends, repurchase
shares of common stock, make cash acquisitions or investments and make capital expenditures, as well as the ability
of the Company's domestic subsidiaries to incur additional debt in excess of $65.0. Certain of these limitations were
modified upon the Company's issuance on March 13, 2003 of 4.5% Convertible Senior Notes due 2023 (the "4.5%
Notes") in an aggregate principal amount of $800.0, from which the Company received net cash proceeds equal to
approximately $778. In addition, pursuant to a tender offer that expired on April 4, 2003, the Company purchased
$700.5 in aggregate principal amount at maturity of its Zero-Coupon Convertible Senior Notes due 2021 (the "Zero-
Coupon Notes"). As a result of these transactions, the Company's permitted level of annual new cash acquisition
38
THE INTERPUBLIC GROUP OF COMPANIES, INC. AND ITS SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Dollars in Millions, Except Per Share Amounts)
spending has increased to $100.0 and the permitted level of annual share buybacks and dividend payments not
related solely to preferred stock has increased to $25.0. All limitations on dividend payments and share buybacks
expire when EBITDA (as defined in the Revolving Credit Facilities) is at least $1,300.0 for four consecutive
quarters. The Company's permitted level of annual capital expenditures is $175.0.
On November 18, 2003, the Revolving Credit Facilities were further amended to permit the Company to pay up to
$45.0 in annual cash dividends with respect to preferred stock that is convertible into common stock of the Company
within 48 months following its issuance. This $45.0 allowance is in addition to the Company's current $25.0
permitted level of annual share buybacks and general dividend payments discussed above.
As a result of the issuance of the 4.5% Notes in the first quarter of 2003 and the settlement of the tender offer for the
Zero-Coupon Notes in the second quarter of 2003, both the 4.5% Notes and the Zero-Coupon Notes were
outstanding at March 31, 2003. Therefore, the Company amended the Five-Year Revolving Credit Facility and the
Old 364-Day Revolving Credit Facility, as of March 13, 2003, to exclude the Zero-Coupon Notes in calculating the
ratio of debt for borrowed money to consolidated EBITDA for the period ended March 31, 2003 (this exclusion is
also contained in the New 364-Day Revolving Credit Facility).
On February 26, 2003, the Company obtained waivers of certain defaults under the Five-Year Revolving Credit
Facility and the Old 364-Day Revolving Credit Facility relating to the restatement of the Company's historical
Consolidated Financial Statements in the aggregate amount of $118.7. The waivers covered certain financial
reporting requirements related to the Company's Consolidated Financial Statements for the quarter ended September
30, 2002. No financial covenants were breached as a result of this restatement.
The Company does not anticipate that any waivers will be needed under the Revolving Credit Facilities prior to, or
in connection with, the refinancing of the New 364-Day Revolving Credit Facility.
Other Committed and Uncommitted Facilities
In addition to the Revolving Credit Facilities, at December 31, 2003 and 2002, respectively, the Company had $0.8
and $157.8 of committed lines of credit, all of which were provided by overseas banks that participate in the
Revolving Credit Facilities. The decrease in the committed lines of credit was partially offset by the increase in the
uncommitted lines of credit. At December 31, 2003 and 2002, respectively, $0.0 and $3.1 were outstanding under
these lines of credit.
At December 31, 2003 and 2002, respectively, the Company also had $744.8 and $707.9 of uncommitted lines of
credit, 68.0% and 66.8% of which were provided by banks that participate in the Revolving Credit Agreements. At
December 31, 2003 and 2002, respectively, $38.1 and $213.2 were outstanding under these uncommitted lines of
credit. The Company's uncommitted borrowings are repayable upon demand.
Prudential Agreements
On May 26, 1994, April 28, 1995, October 31, 1996, August 19, 1997 and January 21, 1999, the Company entered
into five note purchase agreements, respectively, with The Prudential Insurance Company of America. The notes
issued pursuant to the Prudential Agreements were repayable on May 2004, April 2005, October 2006, August 2007
and January 2009, respectively, and had interest rates of 10.01%, 9.95%, 9.41%, 9.09% and 8.05%, respectively.
Due to the high interest rates on the notes issued under the Prudential Agreements and the restrictive financial
covenants contained in these agreements, the Company repaid the total principal amount and interest outstanding
under the Prudential Agreements on August 8, 2003, including a prepayment penalty that resulted in a net charge of
$24.8.
UBS Facility
On February 10, 2003, the Company received from UBS AG a commitment for an interim credit facility providing
for $500.0 maturing no later than July 31, 2004 and available to the Company beginning May 15, 2003, subject to
certain conditions. This commitment terminated in accordance with its terms when the Company received net cash
proceeds in excess of $400.0 from its sale of the 4.5% Notes. The fees associated with the commitment were not
material to the Company's financial position, cash flows or results of operation.
39
THE INTERPUBLIC GROUP OF COMPANIES, INC. AND ITS SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Dollars in Millions, Except Per Share Amounts)
Other Debt Instruments
(i) Convertible Senior Notes - 4.5%
In March 2003 the Company completed the issuance and sale of $800.0 aggregate principal amount of the 4.5%
Notes. In April 2003, the Company used approximately $581 of the net proceeds of this offering to repurchase the
Zero-Coupon Notes tendered in its concurrent tender offer and is using the remaining proceeds for the repayment of
other indebtedness, general corporate purposes and working capital. The 4.5% Notes are unsecured, senior securities
that may be converted into common shares if the price of the Company's common stock reaches a specified
threshold, at an initial conversion rate of 80.5153 shares per one thousand dollars principal amount, equal to a
conversion price of $12.42 per share, subject to adjustment. This threshold will initially be 120% of the conversion
price and will decline 1/2% each year until it reaches 110% at maturity in 2023.
The 4.5% Notes may also be converted, regardless of the price of the Company's common stock, if: (i) the credit
ratings assigned to the 4.5% Notes by any two of Moody's Investors Service, Inc., Standard & Poor's Ratings
Services and Fitch Ratings are lower than Ba2, BB and BB, respectively, or the 4.5% Notes are no longer rated by at
least two of these ratings services, (ii) the Company calls the 4.5% Notes for redemption, (iii) the Company makes
specified distributions to shareholders or (iv) the Company becomes a party to a consolidation, merger or binding
share exchange pursuant to which its common stock would be converted into cash or property (other than securities).
The Company, at the investor's option, may be required to redeem the 4.5% Notes for cash on March 15, 2008. The
Company may also be required to redeem the 4.5% Notes at the investor's option on March 15, 2013 and March 15,
2018, for cash or common stock or a combination of both, at the Company's election. Additionally, investors may
require the Company to redeem the 4.5% Notes in the event of certain change of control events that occur prior to
May 15, 2008, for cash or common stock or a combination of both, at the Company's election. The Company at its
option may redeem the 4.5% Notes on or after May 15, 2008 for cash. The redemption price in each of these
instances will be 100% of the principal amount of the notes being redeemed, plus accrued and unpaid interest, if
any. If at any time on or after March 13, 2003 the Company pays cash dividends on its common stock, the Company
will pay contingent interest per 4.5% Note in an amount equal to 100% of the per share cash dividend paid on the
common stock multiplied by the number of shares of common stock issuable upon conversion of a 4.5% Note.
(ii) Zero-Coupon Convertible Senior Notes
In December 2001, the Company completed the issuance and sale of approximately $702 of aggregate principal
amount of Zero-Coupon Convertible Senior Notes due 2021. In April 2003, the Company used approximately $581
of the proceeds received from the issuance and sale of the 4.5% Notes to repurchase $700.5 in aggregate principal
amount at maturity of its Zero-Coupon Notes. As of December 31, 2003, no Zero-Coupon Notes remained
outstanding.
(iii) Senior Unsecured Notes - 7.25%
On August 22, 2001, the Company completed the issuance and sale of $500.0 principal amount of senior unsecured
notes due 2011. The notes bear interest at a rate of 7.25% per annum. The Company used the net proceeds of
approximately $493 from the sale of the notes to repay outstanding indebtedness under its Revolving Credit
Facilities.
(iv) Senior Unsecured Notes - 7.875%
On October 20, 2000, the Company completed the issuance and sale of $500.0 principal amount of senior unsecured
notes due 2005. The notes bear an interest rate of 7.875% per annum. The Company used the net proceeds of
approximately $496 from the sale of the notes to repay outstanding indebtedness under its revolving credit facilities.
40
THE INTERPUBLIC GROUP OF COMPANIES, INC. AND ITS SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Dollars in Millions, Except Per Share Amounts)
(v) Convertible Subordinated Notes - 1.87%
On June 1, 1999, the Company issued $361.0 face amount of Convertible Subordinated Notes due 2006 with a cash
coupon rate of 1.87% and a yield to maturity of 4.75%. The 2006 notes were issued at an original price of 83% of
the face amount, generating proceeds of approximately $300. The notes are convertible into 6.4 million shares of the
Company's common stock at a conversion rate of 17.616 shares per one thousand dollars face amount. Since June
2002, the Company has had the option to redeem the notes for cash.
(vi) Convertible Subordinated Notes - 1.80%
On September 16, 1997, the Company issued $250.0 face amount of Convertible Subordinated Notes due 2004
("2004 Notes") with a coupon rate of 1.80% and a yield to maturity of 5.25%. The 2004 Notes were issued at an
original price of 80% of the face amount, generating proceeds of approximately $200, and were convertible into 6.7
million shares of the Company's common stock at a conversion rate of 26.772 shares per one thousand dollars face
amount. On January 20, 2004, the Company exercised its right to redeem all of the 2004 Notes with an aggregate
principal amount of approximately $250 at an aggregate price of approximately $246 (96.6813% of the principal
amount of the notes plus original issue discount accrued to the redemption date, or $978.10 per $1,000 principal
amount of the notes, plus accrued interest to the redemption date). None of the 2004 Notes remain outstanding as of
March 12, 2004.
Short-Term Debt at December 31, 2003 and 2002
The Company and its subsidiaries have short-term lines of credit with various banks that permit borrowings at
variable interest rates. At December 31, 2003 and 2002, all borrowings under these facilities were by the Company's
subsidiaries and totaled $38.1 and $216.3, respectively. Where required, the Company has guaranteed the repayment
of borrowings by its subsidiaries.
As of December 31, 2003 and 2002, respectively, 68% and 66.8% of these short-term facilities were provided by
banks that participate in the Company's Revolving Credit Facilities. The weighted-average interest rates on
outstanding balances under the committed and uncommitted short-term facilities at December 31, 2003 and 2002
were approximately 5% in each year.
The following table summarizes the Company's short-term debt as of December 31, 2003 and 2002.
2003
Committed
364-Day Revolving Credit Facility
Other Facilities (principally International)
Uncommitted
Domestic
International
Total
Total
Facility
Amount Outstanding
at December 31, 2003
Total
Available
$ 500.0
0.8
$ 500.8
$ --
744.8
$ 744.8
$1,245.6
$ --
--
$ --
$ 339.9*
0.8
$ 340.7
$ -- $ --
706.7
38.1
$ 706.7
$ 38.1
$1,047.4
$ 38.1
*Amount available is reduced by $160.1 of Letters of Credit issued under the Revolving Credit Facility.
41
THE INTERPUBLIC GROUP OF COMPANIES, INC. AND ITS SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Dollars in Millions, Except Per Share Amounts)
2002
Committed
364-day Revolving Credit Facility
Other Facilities (principally International)
Uncommitted
Domestic
International
Total
Other
Total
Facility
Amount Outstanding
at December 31, 2002
Total
Available
$ 500.0
157.8
$ 657.8
$ 27.7
680.2
$ 707.9
$1,365.7
$ --
3.1
$ 3.1
$ 500.0
154.7
$ 654.7
$ 7.7
205.5
$213.2
$216.3
$ 20.0
474.7
$ 494.7
$1,149.4
In 2003, the Company filed a universal shelf registration statement providing for the potential issuance and sale of
securities in an aggregate amount of up to $1,800.0. On December 16, 2003, in a concurrent offering, the Company
issued 25.8 million shares of common stock and issued 7.5 million shares of 3-year Series A Mandatory Convertible
Preferred Stock (the "Preferred Stock") under this shelf registration. The total net proceeds received from these
offerings was approximately $693. The Preferred Stock carries a dividend yield of 5.375%. On maturity, each share
of the Preferred Stock will convert, subject to adjustment, to between 3.0358 and 3.7037 shares of common stock,
depending on the then-current market price of the Company's common stock, representing a conversion premium of
approximately 22% over the common stock offering price of $13.50 per share. Under certain circumstances, the
Preferred Stock may be converted prior to maturity at the option of the holders or the Company.
In January 2004, the Company used approximately $246 of the net proceeds from the offerings to redeem the 1.80%
Convertible Subordinated Notes due 2004. The remaining proceeds will be used for general corporate purposes and
to further strengthen the Company's balance sheet and financial condition.
The Company will pay annual dividends on each share of Series A Mandatory Convertible Preferred Stock in the
amount of $2.6875. Dividends will be cumulative from the date of issuance and will be payable on each payment
date to the extent that dividends are not restricted under the credit facilities and assets are legally available to pay
dividends. The first dividend payment was declared on February 24, 2004 and will be made on March 15, 2004 (see
below).
On March 7, 2003, Standard & Poor's Ratings Services downgraded the Company's senior unsecured credit rating to
BB+ with negative outlook from BBB-. On May 14, 2003, Fitch Ratings downgraded the Company's senior
unsecured credit rating to BB+ with negative outlook from BBB-. On May 9, 2003, Moody's Investor Services, Inc.
("Moody's") placed the Company's senior unsecured and subordinated credit ratings on review for possible
downgrade from Baa3 and Ba1, respectively. As of March 12, 2004, the Company's credit ratings continued to be on
review for a possible downgrade.
Since July 2001, the Company has not repurchased its common stock in the open market.
In October 2003, the Company received a federal tax refund of approximately $90 as a result of its carryback of its
2002 loss for US federal income tax purposes and certain capital losses, to earlier periods.
Through December 2002, the Company had paid cash dividends quarterly with the most recent quarterly dividend
paid in December 2002 at a rate of $0.095 per share. On a quarterly basis, the Company's Board of Directors makes
determinations regarding the payment of dividends. As previously discussed, the Company's ability to declare or pay
dividends is currently restricted by the terms of its Revolving Credit Facilities. The Company did not declare or pay
any dividends in 2003. However, in February 2004, the Company declared a cash dividend of $0.642 per share on
the Preferred Stock, which is expressly permitted by the Revolving Credit Facilities. The dividend is payable in cash
on March 15, 2004 to any stockholder of record at the close of business on March 1, 2004. This will result in total
dividend payments of approximately $5.
42
THE INTERPUBLIC GROUP OF COMPANIES, INC. AND ITS SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Dollars in Millions, Except Per Share Amounts)
Liquidity Outlook
The Company believes that cash on hand and cash flow from operations, together with existing lines of credit, will
be sufficient to fund the Company's working capital needs and other obligations through the next twelve months. In
making this determination, the Company has taken into account uses of cash, including:
-
-
-
-
its significant contractual obligations (see table below);
expected cash payments for restructuring;
possible payments in connection with a transaction to exit remaining contractual obligations related to
UK Motorsports; and
funding of certain underfunded retirement arrangements.
Further, the Company has assumed that capital expenditures in 2004 will not exceed $175.0, that no dividends (other
than dividends on its Preferred Stock) will be paid and that there will be no significant amount of payments related
to new acquisitions or purchases of treasury stock.
The Company's Revolving Credit Facilities are an essential part of its liquidity profile. The New 364-day Revolving
Credit Facility expires on May 13, 2004. If the lenders fail to extend their commitments by the renewal date, there
could be an adverse affect on the Company's liquidity. Further, if the Company were to lose all or a substantial
portion of its uncommitted lines of credit, it would be forced to seek other sources of liquidity.
In the event that additional funds are required or in the event that the Revolving Credit Facilities or uncommitted
lines of credit are not extended, the Company believes it will have sufficient resources through cash on hand and its
ability to access other debt markets, and through its ability to access the equity markets to meet such requirements.
However, there can be no assurance that such additional funding will be available to the Company on terms it
considers favorable, if at all. In addition, unanticipated decreases in operating results and the concomitant decrease
in cash flows from operations as a result of decreased demand for the Company's services or from other
developments might require the Company to seek modification of its current debt agreements and to seek other
sources of liquidity (including the disposition of certain assets) and to modify its operating strategies.
A downgrade in ratings by any of the ratings agencies may trigger a right on the part of the holders of the 4.5%
Notes to convert the 4.5% Notes into shares of the Company's common stock. In addition, such an event might
adversely affect the Company's ability to access capital, would result in an increase in the interest rates payable
under the Revolving Credit Facilities and would likely result in an increase in the interest rate payable under any
future indebtedness.
The Company believes that it will be able to meet each of the financial covenants in its Revolving Credit Facilities
during 2004.
Summary of Significant Contractual Obligations
The following summarizes the Company's estimated contractual obligations at December 31, 2003, and the effect
such obligations are expected to have on its liquidity and cash flow in future periods.
2004
2005
2006
2007 and
thereafter
Total
Long-term debt
$244.5
$523.8
$338.5 $1,329.4
$2,436.2
Non-cancelable operating lease obligations
$317.0
$279.9
$244.3 $1,466.4
$2,307.6
Obligations under executory contract
Obligations for deferred payments, put options
and other payments
$ 10.0
$ 11.3
$ 12.8 $ 251.1
$ 285.2
$154.2
$ 64.0
$ 17.4 $ 16.6
$ 252.2
43
THE INTERPUBLIC GROUP OF COMPANIES, INC. AND ITS SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Dollars in Millions, Except Per Share Amounts)
As discussed in Note 11 to the Consolidated Financial Statements, the Company has a number of retirement plans.
The deficit in the funded status of these plans has increased to $198.2 at December 31, 2003. As discussed in Note
11, the Company funded its retirement arrangements with contributions of $30.0 in February 2004. The Company
considers that the long-term return on its pension trust assets and the funding available to the Company will be
sufficient to finance these obligations.
Payments for Prior Acquisitions
Deferred Payments
During the three-year period ended December 31, 2003, the Company made the following payments on acquisitions
that had closed in prior years:
Cash
Stock
Total
2003
$141.1
49.8
$190.9
2002
$192.3
72.9
$265.2
2001
$188.5
23.4
$211.9
Deferred payments (or "earn-outs") generally tie the aggregate price ultimately paid for an acquisition to its
performance and are recorded as an increase to goodwill and other intangibles. The amount of payment is contingent
upon the achievement of projected operating performance targets. The table above excludes NFO, which is
classified as a discontinued operation. NFO had deferred payments of $0.1 in 2002 and $4.0 in 2001.
As of December 31, 2003, the Company's estimated liability for deferred payments is as follows:
2004
2005
2006
2007
2008 and
thereafter
Total
Cash
Stock
Total
$113.7
14.1
$127.8
$36.0
18.3
$54.3
$15.3
0.8
$16.1
$3.9
3.9
$7.8
$ --
--
$ --
$168.9
37.1
$206.0
The amounts above are contingent upon the achievement of projected operating performance targets. The amounts
are estimates based on the current projections as to the amount that will be paid and are subject to revisions as the
earn-out periods progress.
Purchase of Additional Interests
During the three years ended December 31, 2003, the Company made the following payments to purchase additional
equity interests in certain consolidated subsidiaries:
Cash
Stock
Total
Put Options
2003
$52.3
6.3
$58.6
2002
$33.2
10.3
$43.5
2001
$35.8
19.4
$55.2
The Company has entered into agreements that may require the Company to purchase additional equity interests in
certain consolidated subsidiaries (put options). The estimated amount that would be paid under put options, in the
event of exercise at the earliest exercise date, is as follows:
Cash
Stock
Total
2004
$31.7
1.2
$32.9
2005
$24.8
1.6
$26.4
2006
$2.1
0.1
$2.2
2007
$1.4
--
$1.4
2008 and
thereafter
$11.3
--
$11.3
Total
$71.3
2.9
$74.2
44
THE INTERPUBLIC GROUP OF COMPANIES, INC. AND ITS SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Dollars in Millions, Except Per Share Amounts)
The actual amount to be paid is generally contingent upon the achievement of projected operating performance
targets and satisfying other conditions as specified in the relevant agreement.
Call Options
The Company also has call options to acquire additional equity interests in certain consolidated subsidiaries. The
estimated amount that would be paid under such call options, in the event of exercise, is as follows:
Cash
Stock
Total
2004
$5.7
0.3
$6.0
2005
$6.3
--
$6.3
2006
$6.6
1.0
$7.6
2007
$1.2
--
$1.2
2008 and
thereafter
$14.8
--
$14.8
Total
$34.6
1.3
$35.9
The actual amount to be paid is contingent upon the Company's decision to exercise its option upon the achievement
of projected operating performance targets and satisfying other conditions as specified in the relevant agreement.
Other Payments
During three years ended December 31, 2003, the Company made the following payments principally related to loan
notes and guaranteed deferred payments that had been previously recognized on the balance sheet:
Cash
Stock
Total
2003
$27.8
0.1
$27.9
2002
$14.5
--
$14.5
2001
$2.8
3.2
$6.0
As of December 31, 2003, the Company's estimated liability for other payments are cash amounts of $8.8 and $3.2
in 2004 and 2005, respectively, and stock amounts of $0.5 in 2004.
Unconsolidated Affiliates
The Company has entered into put and call option agreements with respect to certain companies currently accounted
for as unconsolidated affiliates. The estimated amount that would be paid primarily under put options, in the event
of exercise at the earliest exercise date, is as follows:
Cash
Stock
Total
2004
$5.1
0.5
$5.6
2005
$7.8
0.8
$8.6
2006
$14.5
0.4
$14.9
2007
$14.3
0.7
$15.0
2008 and
thereafter
$1.5
0.9
$2.4
Total
$43.2
3.3
$46.5
CRITICAL ACCOUNTING POLICIES
The Company's significant accounting policies are described in Note 1 to the Consolidated Financial Statements. Of
these policies, the Company believes the following accounting policies are critical because they are both important
to the presentation of the Company's financial condition and results and they require management's most difficult,
subjective or complex judgments, often as a result of the need to estimate the effect of matters that are inherently
uncertain. The Company bases its estimates on historical experience and on other factors that it considers reasonable
under the circumstances. Actual results may differ from these estimates under different assumptions or conditions.
45
THE INTERPUBLIC GROUP OF COMPANIES, INC. AND ITS SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Dollars in Millions, Except Per Share Amounts)
The Company believes the following accounting policies are critical to the accuracy of the more significant
judgements and estimates used in the preparation of its Consolidated Financial Statements:
•
•
•
•
•
revenue recognition;
allowance for doubtful accounts;
accounting for income taxes;
valuation of long-lived and intangible assets and investments; and
accounting for business combinations.
Revenue Recognition
The Company derives revenue from advertising services, including media buying, and from marketing and
communication services, including market research, public relations, direct marketing, sales promotion and event
marketing activities.
The Company's advertising services revenue is derived from commissions that are earned when the media is placed,
from fees earned as advertising services are performed and from production services rendered. In addition, incentive
amounts may be earned based on qualitative and/or quantitative criteria. In the case of commissions, revenue is
recognized as the media placements appear. In the case of fee and production arrangements, the revenue is
recognized as the services are performed which is generally ratably over the period of the client contract. The
Company's marketing service revenues are generally earned on a fee basis, and in certain cases incentive amounts
may also be earned. As with fee arrangements in advertising, such revenue is recognized as the work is performed.
Incentive amounts for advertising and marketing services are recognized upon satisfaction of the qualitative and/or
quantitative criteria, as set out in the relevant client contract.
In many cases, the amount the Company bills to clients significantly exceeds the amount of revenues that is earned
due to the existence of various "pass-through" charges such as the cost of media. In compliance with Emerging
Issues Task Force pronouncement ("EITF") 99-19, Reporting Revenue Gross as a Principal versus Net as an Agent
and EITF 01-14, Income Statement Characterization of Reimbursements Received for "Out-of-Pocket Expenses
Incurred", the Company generally records revenue net of "pass-through" charges as it is not the primary obligor
with respect to the cost of "pass-through" charges and generally acts as an agent on behalf of its clients with respect
to such costs.
Expenditures billable to clients include costs incurred primarily in connection with production work by the
Company on behalf of clients that have not yet been billed to clients. Commissions and fees on such production
work are recorded as revenue when earned. As of December 31, 2003, the amount of expenditures billable to clients
was $280.6.
Allowance for Doubtful Accounts
The Company assesses the required amount of allowance for doubtful accounts based on past experience and
reviews of aging and analysis of specific accounts.
The aging of accounts receivable, reviews of client credit reports, industry trends and economic indicators, as well
as analysis of recent payment history for selected customers, enables the Company to estimate the expected bad debt
experience related to receivables at each period end. The estimate is based largely on a formula-driven calculation
but is supplemented with economic indicators and specific knowledge of potential write-offs in client accounts.
In 2003, the Company recorded a lower amount of bad debt expense than in the prior year reflecting improved
experience with collections and as compared to the prior year in which there were larger specific write-offs.
Accounting for Income Taxes
As part of the process of preparing its Consolidated Financial Statements, the Company is required to estimate
income taxes payable in each of the jurisdictions in which it operates. This process involves estimating the actual
current tax expense together with assessing temporary differences resulting from differing treatment of items for tax
and accounting purposes. These differences result in deferred tax assets and liabilities, which are included within the
Company's Consolidated Balance Sheet.
46
THE INTERPUBLIC GROUP OF COMPANIES, INC. AND ITS SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Dollars in Millions, Except Per Share Amounts)
SFAS 109 requires a valuation allowance be established when it is more likely than not that all or a portion of
deferred tax assets will not be realized. In circumstances where there is sufficient negative evidence, establishment
of a valuation allowance must be considered. The Company believes that cumulative losses in the most recent three
year period represent sufficient negative evidence to consider a valuation allowance under the provisions of SFAS
109. As a result, the Company determined that certain of its deferred tax assets required the establishment of a
valuation allowance. The deferred tax assets for which an allowance was established relate primarily to foreign net
operating and US capital loss carryforwards. During 2003, a valuation allowance of $53.9 was established in
continuing operations on existing deferred tax assets. In addition, $26.8 of valuation allowances were established in
continuing operations for current year losses incurred in jurisdictions where a benefit is not currently expected, and
$3.7 of valuation allowances were established in continuing operations for certain US capital and other loss
carryforwards.
The realization of the remaining deferred tax assets is primarily dependent on forecasted future taxable income. Any
reduction in estimated forecasted future taxable income, including but not limited to any future restructuring
activities may require that we record additional valuation allowances against our deferred tax assets on which a
valuation allowance has not previously been established. The valuation allowance that has been established will be
maintained until there is sufficient positive evidence to conclude that it is more likely than not that such assets will
be realized. An ongoing pattern of profitability will generally be considered as sufficient positive evidence. Our
income tax expense recorded in the future will be reduced to the extent of offsetting decreases in our valuation
allowance. The establishment and reversal of valuation allowances could have a significant negative or positive
impact on our future earnings.
Valuation of Long-Lived and Intangible Assets and Investments
The Company has a significant amount of long-lived assets, including fixed assets, investments, goodwill and other
intangibles. The Company periodically evaluates the realizability of all of its long-lived assets whenever events or
changes in circumstances indicated that the carrying value of an asset might not be recoverable.
Goodwill
In the third quarter of each year (as of September 30) the Company formally evaluates the realizability of its
goodwill and other intangibles, using discounted cash flow projections. The Company has used the September 30
date since the adoption of SFAS 142. Such projections require the use of estimates and assumptions as to matters
such as future revenue growth, product margins, capital expenditures, assumed tax rates and discount rates. Such
projections are prepared for each reporting unit as defined in SFAS 142. Management believes that the estimates and
assumptions made are reasonable. To the extent that the Company has incorrectly estimated the revenue growth
and/or product margin assumptions in the calculations, the goodwill related to certain reporting units may be
determined to be unrealizable and an impairment charge may have to be recorded.
The Company believes that the accounting estimates relating to potential goodwill and other intangible impairments
are a "critical accounting estimate" because (i) they are susceptible to change from period to period and (ii) they
require the Company to make assumptions about future forecast growth rates.
In 2003 and 2002, as a result of the impairment analyses conducted above, total charges related to goodwill
impairment of $221.0 and $82.1, respectively, were recorded in the income statement. This was due to the fact that
expectations for future earnings from the OWW and Motorsports reporting units would not be sufficient to recover
any of the goodwill of the reporting unit. See Note 5 to the Consolidated Financial Statements for further
information.
Investments
The Company regularly reviews its cost and equity investments, where market value has declined below cost, to
determine whether there has been an "other than temporary" decline in market value. For investments accounted for
using the cost or equity method of accounting, management evaluates information (e.g., budgets, business plans,
financial statements, etc.) in addition to quoted market price, if any, in determining whether an other than temporary
decline in value exists. Factors indicative of an other than temporary decline include recurring operating losses,
credit defaults and subsequent rounds of financings at an amount below the cost basis of the investment. This list is
not all inclusive and management weighs all known quantitative and qualitative factors in determining if an other
than temporary decline in value of an investment has occurred.
47
THE INTERPUBLIC GROUP OF COMPANIES, INC. AND ITS SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Dollars in Millions, Except Per Share Amounts)
The Company recorded non-cash impairment charges of $84.9, $39.7 and $210.8 in 2003, 2002 and 2001,
respectively. The Company considers that future impairment charges may be necessary based on the factors above,
but anticipates that these would not be as significant as in prior years.
Fixed Assets
For fixed assets, accounting standards require that if the sum of the future cash flows expected to result from a
Company's asset grouping, undiscounted and without interest charges, is less than the reported value of the asset, an
asset impairment must be recognized in the financial statements. The amount of the impairment recognized is
calculated by subtracting the imputed fair value, as calculated above, from the reported value of the asset.
As discussed in Note 5 to the Consolidated Financial Statements, there were significant long-lived assets held at
Motorsports. The remaining assets as of December 31, 2003 were sold in a transaction that occurred in January
2004. An impairment charge of $38.0 was recorded in 2003 to reduce the Company value of these assets to their
realizable value.
Future events could cause the Company to conclude that impairment indicators exist and that the asset values
associated with a given operation have become impaired. Any resulting impairment loss could have a material
impact on the Company's financial condition and results of operations.
Accounting for Business Combinations
The Company accounts for its business acquisitions under the purchase method of accounting. The total cost of
acquisitions is allocated to the underlying net assets, based on their respective estimated fair market values.
Goodwill is recorded as the difference between the cost of acquiring an entity and the estimated fair market values
assigned to its tangible and identifiable intangible net assets at the date of acquisition. Determining the fair market
value of assets acquired and liabilities assumed requires management's judgment and often involves the use of
significant estimates and assumptions, including, among others, assumptions with respect to future cash inflows and
outflows, discount rates, asset lives, and market multiples, among other items.
The Company has significant future deferred payments ("earn outs") that generally tie the aggregate price ultimately
paid for an acquisition to its performance over a period of time. Such payments are recorded within the financial
statements once the payment of such earn outs is probable and estimable, and when any contractual contingencies
have been met. The Company has policies and procedures in place to determine if such payments relate to the
acquisition, and should be allocated to the assets and liabilities acquired, or should be expensed as compensation
payments. These policies include reviewing the acquisition agreements and employment terms of former owners of
the acquired businesses. The total amount that is anticipated to be settled, in cash and stock, is estimated to be
$206.0, of which $127.8 relates to payments due in 2004. The actual amounts to be paid are contingent upon the
achievement of projected operating performance targets (generally over a three or four year period) and satisfying
other conditions as specified in the relevant agreements.
OTHER MATTERS
SEC Investigation
The Company was informed in January 2003 by the Securities and Exchange Commission staff that the SEC has
issued a formal order of investigation related to the Company's restatements of earnings for periods dating back to
1997. The matters had previously been the subject of an informal inquiry. The Company is cooperating fully with
the investigation.
Other Contingencies
The Company continues to have commitments under certain leasing and motorsports event contractual arrangements
at the Silverstone circuit. As of December 31, 2003, the Company is committed to remaining payments under these
arrangements of approximately $460. This amount relates to undiscounted payments through 2015 principally under
an executory contract and an operating lease and assumes payments over the maximum remaining term of the
relevant agreements. This estimated amount has not been reduced by any future revenues to be generated from the
arrangements. The Company is continuing to explore various options with respect to these commitments, at least
one of which may involve a cash disbursement in the order of $200. The Company has obtained amendments of
48
THE INTERPUBLIC GROUP OF COMPANIES, INC. AND ITS SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Dollars in Millions, Except Per Share Amounts)
certain definitions contained in its Revolving Credit Agreements (as discussed in Note 8 to the Consolidated
Financial Statements) to reduce the impact of such cash disbursement and the resulting accounting charge on its
financial covenant calculations.
RECENT ACCOUNTING STANDARDS
In December 2003, Statement of Financial Accounting Standards No. 132, Employers' Disclosures about Pensions
and Other Postretirement Benefits ("SFAS 132"), was revised ("SFAS 132-R"). This Statement revises employers'
disclosures about pension plans and other postretirement benefit plans but does not alter any recognition or
measurement issues promulgated under other standards. This statement retains the disclosure requirements contained
in SFAS 132, which it replaces, and requires additional disclosures concerning the assets, obligations, cash flows,
and net periodic benefit costs of both defined benefit pension plans and defined benefit postretirement plans. SFAS
132-R requires information to be provided separately for pension plans and for other postretirement benefit plans.
With the exception of certain requirements related to foreign plans and ten-year expected payout provisions,
disclosures not required for 2003, the Company adopted SFAS 132-R in 2003 (see Note 11 to the Consolidated
Financial Statements).
In June 2001, Statement of Financial Accounting Standards No. 143, Accounting for Asset Retirement Obligations
("SFAS 143"), was issued. SFAS 143 addresses financial accounting and reporting for legal obligations associated
with the retirement of tangible long-lived assets and the associated retirement costs that result from the acquisition,
construction, or development and normal operation of a long-lived asset. Upon initial recognition of a liability for an
asset retirement obligation, SFAS 143 requires an increase in the carrying amount of the related long-lived asset.
The asset retirement cost is subsequently allocated to expense using a systematic and rational method over the
asset's useful life. The adoption of this statement in 2003 did not have a material impact on the Company's financial
position or results of operations.
In June 2002, Statement of Financial Accounting Standards No. 146, Accounting for Costs Associated with Exit or
Disposal Activities ("SFAS 146"), was issued. SFAS 146 changes the measurement and timing of recognition for
exit costs, including restructuring charges, and is effective for any such activities initiated after December 31, 2003.
It has no effect on charges recorded for exit activities begun prior to this date. The adoption of this statement did not
have a material impact on the Consolidated Financial Statements of the Company.
In December 2002, Statement of Financial Accounting Standards No. 148, Accounting for Stock-Based
Compensation-Transition and Disclosure ("SFAS 148"), an amendment of FASB Statement No. 123 ("SFAS 123")
was issued. The Company is choosing to continue with its current practice of applying the recognition and
measurement principles of APB 25, Accounting for Stock Issued to Employees. The Company has adopted the
disclosure requirements of SFAS 148.
In April 2003, Statement of Financial Accounting Standards No. 149, Amendment of Statement 133 on Derivative
Instruments and Hedging Activities ("SFAS 149"), was issued. SFAS 149 amends and clarifies financial accounting
and reporting for derivative instruments, including certain derivative instruments embedded in other contracts
(collectively referred to as derivatives) and for hedging activities under FASB Statement No. 133, Accounting for
Derivative Instruments and Hedging Activities ("SFAS 133"). This statement is effective for contracts entered into
or modified after June 30, 2003. The adoption of this statement did not have a material impact on the Company's
Consolidated Financial Statements.
During 2003, Statement of Financial Accounting Standards No. 150, Accounting for Certain Financial Instruments
with Characteristics of both Liabilities and Equity ("SFAS 150"), was issued. SFAS 150 establishes standards for
classification and measurement of certain financial instruments with characteristics of both liabilities and equity. It
requires that an issuer classify a financial instrument that is within its scope as a liability (or an asset in certain
cases). The provisions of SFAS 150 are effective for instruments entered into or modified after May 31, 2003 and
pre-existing instruments as of July 1, 2003. On October 29, 2003, the FASB voted to indefinitely defer the effective
date of SFAS 150 for mandatorily redeemable instruments as they relate to minority interests in consolidated finite-
lived entities through the issuance of FASB Staff Position 150-3. The standard was adopted effective the third
quarter of 2003, as modified by FSP 150-3, and did not have a material impact on its Consolidated Results of
Operations or Financial Position.
49
THE INTERPUBLIC GROUP OF COMPANIES, INC. AND ITS SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Dollars in Millions, Except Per Share Amounts)
In November 2002, FASB Interpretation 45, Guarantor's Accounting and Disclosure Requirements for Guarantees,
Including Indirect Guarantees of Indebtedness of Others, was issued. This interpretation elaborates on the
disclosures to be made by a guarantor in its interim and annual financial statements about its obligations under
certain guarantees that it has issued. It also clarifies (for guarantees issued after January 1, 2003) that a guarantor is
required to recognize, at the inception of a guarantee, a liability for the fair value of the obligations undertaken in
issuing the guarantee. Disclosures concerning guarantees are found in Note 16 to the Consolidated Financial
Statements.
In January 2003, the FASB issued FASB Interpretation No. 46, Consolidation of Variable Interest Entities, an
Interpretation of ARB No. 51 ("FIN 46"), which addresses consolidation by business enterprises of variable interest
entities ("VIEs") either: (1) that do not have sufficient equity investment at risk to permit the entity to finance its
activities without additional subordinated financial support, or (2) in which the equity investors lack an essential
characteristic of a controlling financial interest. In December 2003, the FASB completed deliberations of proposed
modifications to FIN 46 ("Revised Interpretations") (FIN 46-R) resulting in multiple effective dates based on the
nature as well as the creation date of the VIE. VIEs created after January 31, 2003, but prior to January 1, 2004, may
be accounted for either based on the original interpretation or the Revised Interpretations. However, the Revised
Interpretations must be applied no later than the Company's quarter ended March 31, 2004. VIEs created after
January 1, 2004 must be accounted for under the Revised Interpretations. Special Purpose Entities ("SPEs") created
prior to February 1, 2003 may be accounted for under the original or Revised Interpretation's provisions no later
than the Company's quarter ended March 31, 2004. Non-SPEs created prior to February 1, 2003, should be
accounted for under the revised interpretation's provisions no later than the Company's second quarter of fiscal 2004.
The Company has not entered into any material arrangements with VIEs created after January 31, 2003 and has
determined that the adoption of FIN 46-R will not have a material impact on its results of operations and financial
condition.
In January 2004, FASB Staff Position ("FSP") No. 106-1, Accounting and Disclosure Requirements Related to the
Medicare Prescription Drug, Improvement and Modernization Act of 2003 ("FSP 106-1"), was issued which permits
a sponsor of a postretirement health care plan that provides a prescription drug benefit to make a one-time election
to defer accounting for the effects of the new legislation. The Company has elected to defer the accounting until
further guidance is issued by the FASB. The measurements of the Company's postretirement accumulated benefit
plan obligation and net periodic benefit cost disclosed in Note 11 do not reflect the effects of the new legislation.
The guidance, when issued, could require the Company to change previously reported information.
50
THE INTERPUBLIC GROUP OF COMPANIES, INC. AND ITS SUBSIDIARIES
(Dollars in Millions, Except Per Share Amounts)
Item 7A: Quantitative and Qualitative Disclosures About Market Risk
The Company is exposed to market risk related to interest rates and foreign currencies.
Interest Rates
At December 31, 2003, a significant portion of the Company's debt obligations were at fixed interest rates.
Accordingly, assuming the fixed rate debt is not refinanced, there would be no impact on interest expense or cash
flow from either a 10% increase or decrease in market rates of interest. The fair market value of the debt obligations
would decrease by $18.9 if market rates were to increase by 10% and would increase by $19.2 if market rates were
to decrease by 10%. For that portion of the debt that is maintained at variable rates, based on amounts and rates
outstanding at December 31, 2003, the change in interest expense and cash flow from a 10% change in rates would
be negligible.
Foreign Currencies
The Company faces two risks related to foreign currency exchange: translation risk and transaction risk. Amounts
invested in the Company's foreign operations are translated into US Dollars at the exchange rates in effect at the
balance sheet date. The resulting translation adjustments are recorded as a component of accumulated other
comprehensive income (loss) in the stockholders' equity section of the balance sheet. The Company's foreign
subsidiaries generally collect revenues and pay expenses in currencies other than the US Dollar. Since the functional
currency of the Company's foreign operations is generally the local currency, foreign currency translation of the
balance sheet is reflected as a component of stockholders' equity and does not impact operating results. Revenues
and expenses in foreign currencies translate into varying amounts of US Dollars depending upon whether the US
Dollar weakens or strengthens against other currencies. Therefore, changes in exchange rates may negatively affect
the Company's consolidated revenues and expenses (as expressed in US Dollars) from foreign operations. Currency
transaction gains or losses arising from transactions in currencies other than the functional currency are included in
results of operations and were not significant in 2001, 2002 and 2003. The Company has not entered into a material
amount of foreign currency forward exchange contracts or other derivative financial instruments to hedge the effects
of adverse fluctuations in foreign currency exchange rates.
51
Item 8: Financial Statements and Supplementary Data
INDEX TO FINANCIAL STATEMENTS
The Interpublic Group of Companies, Inc. and Subsidiaries Report of Independent Auditors.........
Consolidated Statement of Operations for the years ended December 31, 2003, 2002 and 2001.....
Consolidated Balance Sheet as of December 31, 2003 and 2002.....................................................
Consolidated Statement of Cash Flows for the years ended December 31, 2003, 2002 and 2001...
Consolidated Statement of Stockholders' Equity and Comprehensive Income for the three years
ended December 31, 2003.................................................................................. ............................
Notes to Consolidated Financial Statements.....................................................................................
Results by Quarter.................................................................................... ........................................
Report of Independent Auditors on Financial Statement Schedule.................................................
53
54
55
57
58
59
98
99
Valuation and Qualifying Accounts (for the three years ended December 31, 2003) .....................
100
52
REPORT OF INDEPENDENT AUDITORS
To the Board of Directors and Stockholders of
The Interpublic Group of Companies, Inc.
In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of operations,
of cash flows, and of stockholders' equity and comprehensive income present fairly, in all material respects, the
financial position of The Interpublic Group of Companies, Inc. and its subsidiaries (the "Company") at December
31, 2003 and 2002, and the results of their operations and their cash flows for each of the three years in the period
ended December 31, 2003 in conformity with accounting principles generally accepted in the United States of
America. These financial statements are the responsibility of the Company's management; our responsibility is to
express an opinion on these financial statements based on our audits. We conducted our audits of these statements in
accordance with auditing standards generally accepted in the United States of America, which require that we plan
and perform the audit to obtain reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements, assessing the accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our
opinion.
As disclosed in the Summary of Significant Accounting Policies note, effective January 1, 2002, the Company
changed the manner in which it accounts for goodwill and other intangible assets upon adoption of the accounting
guidance of Statement of Financial Accounting Standards No. 142.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
New York, New York
March 12, 2004
53
THE INTERPUBLIC GROUP OF COMPANIES, INC. AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
(Amounts in Millions, Except Per Share Amounts)
YEAR ENDED DECEMBER 31,
2001
2002
2003
REVENUE
$5,863.4
$5,737.5
$6,352.7
OPERATING EXPENSES:
Salaries and related expenses
Office and general expenses
Amortization of intangible assets
Restructuring and other merger-related costs
Long-lived asset impairment and other charges
3,451.8
1,885.6
11.3
175.6
286.9
3,350.0
1,880.4
8.9
12.1
127.1
3,620.9
1,896.1
164.6
634.5
303.1
Total operating expenses
5,811.2
5,378.5
6,619.2
OPERATING INCOME (LOSS)
52.2
359.0
(266.5)
OTHER INCOME (EXPENSE):
Interest expense
Debt prepayment penalty
Interest income
Other income
Investment impairments
Litigation charges
Total other income (expense)
(172.8)
(24.8)
38.9
50.0
(84.9)
(127.6)
(321.2)
(145.6)
--
29.8
7.9
(39.7)
--
(147.6)
(164.6)
--
41.8
13.7
(210.8)
--
(319.9)
Income (loss) before provision for (benefit of) income taxes
(269.0)
211.4
(586.4)
Provision for (benefit of) income taxes
254.0
117.9
(66.1)
Income (loss) of consolidated companies
Income applicable to minority interests
Equity in net income (loss) of unconsolidated affiliates
INCOME (LOSS) FROM CONTINUING OPERATIONS
(523.0)
(30.9)
1.0
(552.9)
93.5
(30.5)
5.0
68.0
INCOME FROM DISCONTINUED OPERATIONS (NET OF TAX)
101.2
31.5
(520.3)
(29.4)
(0.4)
(550.1)
15.6
NET INCOME (LOSS):
$ (451.7)
$ 99.5
$ (534.5)
Earnings (loss) per share of common stock:
Basic:
Continuing operations
Discontinuing operations
Total
Diluted:
Continuing operations
Discontinuing operations
Total
Weighted average shares:
Basic
Diluted
Cash dividends per share
The accompanying notes are an integral part of these financial statements.
54
$ (1.43)
0.26
$ (1.17)
$ (1.43)
0.26
$ (1.17)
385.5
385.5
$ 0.18
0.08
$ 0.26
$ 0.18
0.08
$ 0.26
376.1
381.3
$ (1.49)
0.04
$ (1.45)
$ (1.49)
0.04
$ (1.45)
369.0
369.0
$ --
$ 0.38
$ 0.38
THE INTERPUBLIC GROUP OF COMPANIES, INC. AND ITS SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(Amounts in Millions, Except Per Share Amounts)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents
Accounts receivable (net of allowance for doubtful
accounts: 2003-$133.4; 2002-$139.8)
Expenditures billable to clients
Deferred income taxes
Prepaid expenses and other current assets
Total current assets
FIXED ASSETS, AT COST:
Land and buildings
Furniture and equipment
Leasehold improvements
Less: accumulated depreciation
Total fixed assets
OTHER ASSETS:
Investments
Deferred income taxes
Other assets
Goodwill
Other intangible assets (net of accumulated
amortization: 2003-$27.2; 2002-$40.9)
Total other assets
TOTAL ASSETS
The accompanying notes are an integral part of these financial statements.
DECEMBER 31,
2003
2002
$ 2,005.7
$ 933.0
4,593.9
280.6
201.7
267.8
4,584.9
340.3
37.0
427.1
7,349.7
6,322.3
108.1
1,024.9
516.0
1,649.0
(991.9)
168.2
1,125.1
487.8
1,781.1
(955.4)
657.1
825.7
248.6
344.5
282.0
3,310.6
357.3
509.9
319.8
3,377.1
42.0
81.6
4,227.7
4,645.7
$12,234.5
$11,793.7
55
THE INTERPUBLIC GROUP OF COMPANIES, INC. AND ITS SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(Amounts in Millions, Except Per Share Amounts)
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable
Accrued expenses
Accrued income taxes
Loans payable
Convertible subordinated notes
Zero-coupon convertible senior notes
Current portion of long-term debt
Total current liabilities
NON-CURRENT LIABILITIES:
Long-term debt
Convertible subordinated notes
Convertible senior notes
Deferred compensation
Accrued postretirement benefits
Other non-current liabilities
Minority interests in consolidated subsidiaries
Total non-current liabilities
Commitments and contingencies (Note 16)
STOCKHOLDERS' EQUITY:
Preferred stock, no par value,
shares authorized: 20.0,
shares issued: 2003 - 7.5; 2002 - none
Common stock, $0.10 par value,
shares authorized: 800.0,
shares issued: 2003 - 418.4; 2002 - 389.3
Additional paid-in capital
Retained earnings
Accumulated other comprehensive loss, net of tax
Less:
Treasury stock, at cost: 2003 - 0.3 shares; 2002 - 3.1 shares
Unamortized deferred compensation
Total stockholders' equity
DECEMBER 31,
2003
2002
$ 5,240.4
1,094.6
6.9
38.1
244.1
--
0.4
6,624.5
1,054.2
337.5
800.0
488.3
51.5
202.6
70.0
3,004.1
$ 5,125.5
1,110.8
33.2
216.3
--
581.0
23.0
7,089.8
1,253.1
564.6
--
470.5
55.6
189.7
70.4
2,603.9
373.7
--
41.8
2,075.1
406.3
(215.1)
2,681.8
38.9
1,797.0
858.0
(373.6)
2,320.3
(11.3)
(64.6)
(119.2)
(101.1)
2,605.9
2,100.0
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
$12,234.5
$11,793.7
The accompanying notes are an integral part of these financial statements.
56
THE INTERPUBLIC GROUP OF COMPANIES, INC. AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(Amounts in Millions)
YEAR ENDED DECEMBER 31,
CASH FLOWS FROM OPERATING ACTIVITIES FROM CONTINUING
OPERATIONS:
Net income (loss) from continuing operations
Adjustments to reconcile net income (loss) from continuing operations
to cash provided by operating activities:
Depreciation and amortization of fixed assets
Amortization of intangible assets
Amortization of restricted stock awards and bond discounts
Provision for (benefit of) deferred income taxes
Undistributed equity earnings
Income applicable to minority interests
Restructuring charges - non-cash
Long-lived asset impairments
Investment impairments
Litigation charges
Gain on sale of Modem Media and TNS
Other
Change in assets and liabilities, net of acquisitions:
Accounts receivable
Expenditures billable to clients
Prepaid expenses and other current assets
Accounts payable and accrued expenses
Other non-current assets and liabilities
2003
$ (552.9)
192.8
11.3
73.8
71.5
(1.0)
30.9
6.2
286.9
84.9
127.6
(43.7)
(6.2)
264.1
38.4
89.5
(228.8)
56.7
2002
$ 68.0
190.8
8.9
83.0
45.6
(5.0)
30.5
--
127.1
39.7
--
--
0.7
343.7
(11.9)
(46.8)
(11.3)
(7.1)
Net cash provided by operating activities from continuing operations
502.0
855.9
CASH FLOWS FROM INVESTING ACTIVITIES FROM CONTINUING
OPERATIONS:
Acquisitions, including deferred payments, net of cash acquired
Capital expenditures
Proceeds from the sale of discontinued operations, net of cash sold
Proceeds from sales of businesses and fixed assets
Proceeds from sales of investments
Purchases of investments
Maturities of short-term marketable securities
Purchases of short-term marketable securities
(224.6)
(159.6)
376.7
26.8
128.8
(65.8)
51.9
(49.7)
(276.8)
(171.4)
--
14.0
51.3
(112.6)
50.5
(21.9)
2001
$ (550.1)
198.1
164.6
68.4
(187.4)
0.4
29.4
103.7
275.6
210.8
--
--
(5.4)
810.4
98.7
(116.8)
(990.2)
17.9
128.1
(308.8)
(257.5)
--
20.2
36.8
(108.5)
85.3
(109.1)
Net cash provided by (used in) investing activities from continuing operations
84.5
(466.9)
(641.6)
CASH FLOWS FROM FINANCING ACTIVITIES FROM CONTINUING
OPERATIONS:
Decrease in short-term bank borrowings
Repurchase of zero-coupon convertible notes
Proceeds from long-term debt
Proceeds from termination of interest rate swaps
Proceeds from 4.5% convertible senior notes
Payments of long-term debt
Debt issuance costs
Issuance of preferred stock
Preferred stock issuance costs
Treasury stock acquired
Treasury stock transactions
Issuance of common stock
Common stock issuance costs
Distributions to minority interests
Dividends from unconsolidated affiliates
Cash dividends - Interpublic
Cash dividends - pooled companies
(226.8)
(581.0)
1.2
--
800.0
(164.6)
(27.0)
373.7
(12.1)
--
--
351.8
(16.5)
(26.4)
8.8
--
--
(212.5)
--
4.3
50.0
--
(175.4)
(1.3)
--
--
--
(7.9)
58.6
--
(32.7)
3.1
(145.6)
--
(669.5)
--
1,804.1
--
--
(281.1)
(26.3)
--
--
(87.2)
(30.8)
85.6
--
(24.3)
6.9
(129.2)
(15.2)
Net cash provided by (used in) financing activities from continuing operations
481.1
(459.4)
633.0
Effect of exchange rates on cash and cash equivalents
Net cash (used in) provided by discontinued operations
18.5
(13.4)
59.1
9.1
(36.3)
7.4
Increase (decrease) in cash and cash equivalents
1,072.7
(2.2)
90.6
Cash and cash equivalents at beginning of year
933.0
935.2
844.6
Cash and cash equivalents at end of year
$2,005.7
$ 933.0
$ 935.2
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for interest
Cash paid for income taxes, net of $132.5 of refunds in 2003
The accompanying notes are an integral part of these financial statements.
57
$ 155.6
$ 122.7
$ 116.0
$ 51.3
$ 122.5
$ 217.3
THE INTERPUBLIC GROUP OF COMPANIES, INC. AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY AND COMPREHENSIVE INCOME
FOR THE THREE YEARS ENDED DECEMBER 31, 2003
(Amounts in Millions)
BALANCES AT DECEMBER 31, 2000
Comprehensive income:
Net loss
Adjustment for minimum pension liability
Change in market value of securities
available-for-sale (net of reclassifications)
Foreign currency translation adjustment
Total comprehensive loss
Dividends
Awards of stock under Company plans:
Restricted stock, net of forfeitures and
amortization
Employee stock purchases
Exercise of stock options, including tax benefit
Purchase of Company's own stock
Issuance of shares for acquisitions
Equity adjustments - pooled companies
Other
BALANCES AT DECEMBER 31, 2001
Comprehensive income:
Net income
Adjustment for minimum pension liability
Change in market value of securities
available-for-sale (net of reclassifications)
Foreign currency translation adjustment
Total comprehensive income
Dividends
Awards of stock under Company plans:
Achievement stock and incentive awards
Restricted stock, net of forfeitures and amortization
Employee stock purchases
Exercise of stock options, including tax benefit
Issuance of shares for acquisitions
Other
BALANCES AT DECEMBER 31, 2002
Comprehensive income:
Net loss
Adjustment for minimum pension liability
Change in market value of securities
available-for-sale (net of reclassifications)
Foreign currency translation adjustment
Total comprehensive loss
Awards of stock under Company plans:
Achievement stock and incentive awards
Restricted stock, net of forfeitures and amortization
Employee stock purchases
Exercise of stock options, including tax benefit
Issuance of shares for acquisitions
Issuance of preferred stock
Issuance of common stock, net of fees
Other
BALANCES AT DECEMBER 31, 2003
Accumulated
Other
Comprehensive
Income (Loss)
$(410.2)
Treasury
Stock
$(194.8)
Unamortized
Expense
of Restricted
Stock Grants
Total
$(131.1) $2,370.3
Common Stock
Preferred
Stock
Number
of Shares
--
377.3
Amount
(par value $.10)
$37.7
Additional
Paid-In
Capital
$1,514.7
0.8
1.0
3.8
2.9
0.1
0.1
0.4
0.3
--
385.8
$ 38.6
1.1
0.9
1.5
0.1
0.1
0.1
--
389.3
$38.9
37.4
19.6
129.4
56.8
26.0
1.3
$1,785.2
0.1
30.6
15.9
17.7
(53.7)
1.2
$1,797.0
Retained
Earnings
$1,554.0
$ (534.5)
(151.0)
(0.2)
$ 868.3
$ 99.5
(109.8)
(5.4)
55.1
(87.3)
(0.9)
(123.7)
29.2
$(447.8)
$(290.2)
(45.1)
(4.4)
123.7
(5.5)
48.3
128.2
$ 858.0
$(373.6)
$(119.2)
$ (451.7)
10.9
6.0
141.6
0.9
2.4
0.1
0.2
25.8
2.6
373.7
$ 373.7
418.4
$41.8
0.5
(3.9)
9.6
1.6
(45.6)
(12.1)
326.9
1.1
$2,075.1 $ 406.3
107.9
$(215.1)
$ (11.3)
$ (534.5)
(5.4)
55.1
(87.3)
(572.1)
(151.0)
17.1
53.7
19.7
129.8
(123.7)
86.3
26.0
1.1
$(114.0) $1,840.1
$ 99.5
(45.1)
(4.4)
123.7
173.7
(109.8)
12.9
0.1
38.1
16.0
66.1
74.5
1.2
$(101.1) $2,100.0
$ (451.7)
10.9
6.0
141.6
(293.2)
36.5
0.5
32.6
9.7
1.6
62.5
361.6
329.5
1.1
$ (64.6) $2,605.9
The accompanying notes are an integral part of these financial statements.
58
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Millions, Except Per Share Amounts)
Note 1: Summary of Significant Accounting Policies
Nature of Operations
The Company is a worldwide global marketing services company, providing clients with communications expertise
in three broad areas: a) advertising and media management, b) marketing communications, which includes client
relationship management (direct marketing), public relations, sales promotion, online marketing, corporate and
brand identity and healthcare marketing, and c) specialized marketing services, which includes sports and
entertainment marketing, corporate meetings and events, retail marketing and other marketing and business services.
At December 31, 2003, the Company is organized into four global operating groups together with several stand-
alone agencies. The four global operating groups are: a) McCann-Erickson WorldGroup ("McCann"), b) the FCB
Group ("FCB"), c) The Partnership and d) Interpublic Sports and Entertainment Group ("SEG"). Each of the four
groups and the stand-alone agencies has its own management structure and reports to senior management of the
Company on the basis of this structure. McCann, FCB and The Partnership provide a full complement of global
marketing services including advertising and media management, marketing communications including direct
marketing, public relations, sales promotion, event marketing, online marketing and healthcare marketing in addition
to specialized marketing services. The stand-alone agencies include Weber Shandwick Worldwide, Initiative Media,
Campbell-Ewald, Hill Holliday and Deutsch, which provide advertising and/or marketing communication services.
SEG includes Octagon Worldwide ("OWW") (for sports marketing), Motorsports, and Jack Morton Worldwide (for
specialized marketing services including corporate events, meetings and training/learning).
Prior to the second quarter of 2003, the Company had maintained a fifth global operating group, Advanced
Marketing Services ("AMS"). In connection with the disposal of the NFO WorldGroup ("NFO") (see below), AMS
was disbanded and its remaining components (principally Weber Shandwick) became stand-alone agencies.
As discussed in Note 3, on July 10, 2003, the Company completed the sale of NFO research unit to Taylor Nelson
Sofres PLC ("TNS"). The results of NFO are classified as a discontinued operation in accordance with SFAS 144,
Accounting for the Impairment on Disposal of Long-Lived Assets, and, accordingly the results of operations and cash
flows of NFO have been removed from the Company's results of continuing operations and cash flow for all periods
presented in the document.
Principles of Consolidation
The Consolidated Financial Statements include the accounts of the Company and its subsidiaries, most of which are
wholly owned. Investments in companies in which the Company exercises significant influence, but not control, are
accounted for using the equity method of accounting. Investments in companies in which the Company has less than
a 20% ownership interest, and does not exercise significant influence, are accounted for at cost. All intercompany
accounts and transactions have been eliminated in consolidation.
Certain prior year amounts have been reclassified to conform to current year presentation.
Cash Equivalents and Investments
Cash equivalents are highly liquid investments, including certificates of deposit, government securities and time
deposits with original maturities of three months or less at the time of purchase and are stated at estimated fair value
which approximates cost.
The Company classifies all of its existing marketable equity securities as available-for-sale in accordance with the
provisions of Statement of Financial Accounting Standards No. 115, Accounting for Certain Investments in Debt
and Equity Securities ("SFAS 115"). These securities are carried at fair value with the corresponding unrealized
gains and losses reported as a separate component of comprehensive income. The cost of securities sold is
determined based upon the average cost of the securities sold.
Investments in the accompanying Consolidated Balance Sheet include investments accounted for on the equity
method and cost investments, including investments to fund certain retirement obligations.
59
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Millions, Except Per Share Amounts)
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of
revenues and expenses during the reporting period. Actual results could differ from those estimates. Estimates are
used when accounting for certain items such as allowances for doubtful accounts, depreciation and amortization,
taxes, restructuring reserves and contingencies.
Translation of Foreign Currencies
The financial statements of the Company's foreign operations, when the local currency is the functional currency,
are translated into US Dollars at the exchange rates in effect at each year end for assets and liabilities and average
exchange rates during each year for the results of operations. The related unrealized gains or losses from translation
are reported as a separate component of comprehensive income.
The financial statements of foreign subsidiaries located in highly inflationary economies are remeasured as if the
functional currency were the US Dollar. The related remeasurement adjustments are included as a component of
operating expenses.
Revenue Recognition
The Company derives revenue from advertising services, including media buying, and from marketing and
communication services, including public relations, direct marketing, sales promotion and event marketing
activities.
The Company's advertising services revenue is derived from commissions that are earned when the media is placed,
from fees earned as advertising services are performed and from production services rendered. In addition, incentive
amounts may be earned based on qualitative and/or quantitative criteria. In the case of commissions, revenue is
recognized as the media placements appear. In the case of fee and production arrangements, the revenue is
recognized as the services are performed which is generally ratably over the period of the client contract. The
Company's marketing service revenue is generally earned on a fee basis, and in certain cases incentive amounts may
also be earned. As with fee arrangements in advertising, such revenue is recognized as the work is performed.
Incentive amounts for advertising and marketing services are recognized upon satisfaction of the qualitative and/or
quantitative criteria, as set out in the relevant client contract.
In many cases, the amount the Company bills to clients significantly exceeds the amount of revenues that is earned
due to the existence of various "pass-through" charges such as the cost of media. In compliance with Emerging
Issues Task Force pronouncement ("EITF") 99-19, Reporting Revenue Gross as a Principal versus Net as an Agent
and EITF 01-14, Income Statement Characterization of Reimbursements Received for "Out-of-Pocket Expenses
Incurred", the Company generally records revenue net of "pass-through" charges as it is not the primary obligor
with respect to the cost of "pass-through" charges and generally acts as an agent on behalf of its clients with respect
to such costs.
Expenditures Billable to Clients
Expenditures billable to clients include costs incurred primarily in connection with production work by the
Company on behalf of clients that have not yet been billed to clients. Commissions and fees on such production
work are recorded as revenue when earned.
Property and Depreciation
The cost of property and equipment is depreciated generally using the straight-line method over the estimated useful
lives of the related assets, which range from 3 to 20 years for furniture and equipment and from 10 to 45 years for
property. Leasehold improvements are capitalized and amortized over the shorter of the life of the asset or the lease
term.
60
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Millions, Except Per Share Amounts)
Long-lived Assets
Long-lived assets consist primarily of property and equipment and intangible assets.
Property and Equipment
Property and equipment are reviewed for impairment whenever events or circumstances indicate their carrying value
may not be recoverable. When such events or circumstances arise, an estimate of the future undiscounted cash flows
produced by the asset, or the appropriate grouping of assets, is compared to the asset's carrying value to determine if
an impairment exists pursuant to the requirements of Statement of Financial Accounting Standards No. 144,
Accounting for the Impairment or Disposal of Long-Lived Assets ("SFAS 144"). If the asset is determined to be
impaired, the impairment loss is measured based on the excess of its carrying value over its fair value. Assets to be
disposed of are reported at the lower of its carrying value or net realizable value. Effective January 1, 2002, the
Company adopted SFAS 144. The adoption of this statement did not have a material impact on the Company's
financial position or results of operations. See Note 5 for a description of impairment charges recognized during
2003 and 2002.
Intangible Assets
Goodwill is the excess of cost of an acquired entity over the amounts assigned to assets acquired and liabilities
assumed in a business combination. Effective January 1, 2002, with the adoption of Statement of Financial
Accounting Standards No. 142, Goodwill and Other Intangible Assets ("SFAS 142"), goodwill is no longer
amortized. Prior to January 1, 2002, goodwill was amortized on a straight-line basis, over periods not exceeding 40
years. Beginning January 1, 2002, goodwill is tested for impairment annually, and will be tested for impairment
between annual tests if an event occurs or circumstances change that would indicate the carrying amount may be
impaired. Impairment testing for goodwill is done at a reporting unit level. Reporting units are one level below the
business segment level, but can be combined when reporting units within the same segment have similar economic
characteristics. The vast majority of goodwill relates to and is assigned directly to a specific reporting unit. An
impairment loss would generally be recognized when the carrying amount of the reporting unit's net assets exceeds
the estimated fair value of the reporting unit. The estimated fair value of a reporting unit is determined using a
discounted cash flow analysis.
The following analysis shows the impact on the Company's statement of operations of discontinuing goodwill
amortization had SFAS 142 been effective for 2001:
Reported income (loss) from continuing operations
Add back:
Goodwill amortization
Tax benefit on goodwill amortization
Adjusted income (loss) from continuing operations
Basic earnings (loss) per share:
Reported earnings (loss) from continuing operations
Add back: goodwill amortization, net of tax
Adjusted earnings (loss) from continuing operations
Diluted earnings (loss) per share:
Reported earnings (loss) from continuing operations
Add back: goodwill amortization, net of tax
Adjusted earnings (loss) from continuing operations
Year Ended December 31,
2002
$68.0
2003
$(552.9)
2001
$(550.1)
--
--
$(552.9)
$ (1.43)
--
$ (1.43)
$ (1.43)
--
$ (1.43)
--
--
$68.0
$0.18
--
$0.18
$0.18
--
$0.18
164.4
(23.6)
$ (409.3)
$ (1.49)
0.38
$ (1.11)
$ (1.49)
0.38
$ (1.11)
Other intangible assets include, principally, customer lists, trade names, customer relationships and other intangible
assets acquired from an independent party. Effective January 1, 2002, with the adoption of SFAS 142, intangible
assets with an indefinite life, namely certain trade names, are not amortized. Intangible assets with a definite life are
amortized on a straight-line basis with estimated useful lives generally ranging from 7 to 40 years. Indefinite-lived
intangible assets will be tested for impairment annually, and will be tested for impairment between annual tests if an
61
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Millions, Except Per Share Amounts)
event occurs or circumstances change that would indicate that the carrying amount may be impaired. Intangible
assets with a definite life are tested for impairment whenever events or circumstances indicate that a carrying
amount of an asset (asset group) may not be recoverable. An impairment loss would be recognized when the
carrying amount of an asset exceeds the estimated undiscounted cash flows used in determining the fair value of the
asset. The amount of the impairment loss to be recorded is calculated by the excess of the assets carrying value over
its fair value. Fair value is generally determined using a discounted cash flow analysis. See Note 5 for a description
of impairment charges recognized in 2002 and 2003.
As of December 31, 2003, the Company's remaining unamortized goodwill balance and intangible assets were
$3,310.6 and $42.0, respectively. The Company estimates that, based on its current intangible assets, amortization
expense will be approximately $11 in each of the next five years.
Income Taxes
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are
recognized for the estimated future tax consequences of temporary differences between the financial statement
carrying amounts and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax
rates expected to apply to taxable income in the year in which the temporary differences are expected to be
recovered or settled.
As required by Statement of Financial Accounting Standards No. 109, Accounting for Income Taxes, ("SFAS 109")
the Company is required to evaluate on a quarterly basis the realizability of its deferred tax assets. SFAS 109
requires a valuation allowance be established when it is more likely than not that all or a portion of deferred tax
assets will not be realized. In circumstances where there is sufficient negative evidence, a valuation allowance must
be considered. See Note 7 for details of valuation allowances established in 2003.
Income taxes are generally not provided on undistributed earnings of foreign subsidiaries because these earnings are
considered to be permanently invested.
Earnings Per Share
Basic earnings per share are computed using the weighted average number of common shares outstanding during the
year. Diluted earnings per share are computed using the weighted average number of common shares outstanding
during the year but also include the dilutive effect of stock-based incentives and option plans (including stock
options and awards to restricted stock), the assumed conversion, as applicable, of the convertible notes as described
in Note 8, and the assumed conversion, as applicable, of the Series A Mandatory Convertible Preferred Stock as
discussed in Note 9.
Treasury Stock
In July 1999, the Board of Directors authorized the repurchase of up to 60 million shares of the Company's common
stock and, specifically, authorized a maximum of 6 million shares be purchased annually. The purchase of treasury
shares is accounted for at cost. The reissuance of treasury shares is accounted for on a first-in, first-out basis and any
gains or losses are accounted for as additional paid-in capital. Since July 2001, the Company has not made any
material purchases of treasury shares.
Concentrations of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk are primarily cash and
cash equivalents, accounts receivable, expenditures billable to clients, interest rate instruments and foreign exchange
contracts. The Company invests its excess cash in investment-grade, short-term securities with financial institutions
and limits the amount of credit exposure to any one counterparty. Concentrations of credit risk with accounts
receivable are limited due to the large number of clients and the dispersion across different industries and
geographical areas. The Company performs ongoing credit evaluations of its clients and maintains an allowance for
doubtful accounts based upon the expected collectibility of all accounts receivable. The Company is exposed to
credit loss in the event of nonperformance by the counterparties of the interest rate swaps and foreign currency
contracts. The Company limits its exposure to any one financial institution and does not anticipate nonperformance
by these counterparties.
62
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Millions, Except Per Share Amounts)
Derivative Instruments and Hedging Activities
Effective January 1, 2001, the Company adopted Statement of Financial Accounting Standards No. 133, Accounting
for Derivative Instruments and Hedging Activities, ("SFAS 133") as amended by SFAS No. 138, Accounting for
Certain Derivative Instruments and Certain Hedging Activities. The new accounting pronouncements established
accounting and reporting standards requiring that every derivative instrument, including certain derivative
instruments embedded in other contracts, be recorded in the balance sheet as either an asset or a liability measured at
its fair value. Changes in the derivative's fair value are to be recognized currently in earnings unless specific hedge
accounting criteria are met.
See Note 13 for a discussion of derivative instruments.
Stock Option Plans
The Company has various stock-based compensation plans as discussed in Note 10. The stock-based compensation
plans are accounted for under the intrinsic value recognition and measurement principles of APB Opinion 25,
Accounting for Stock Issued to Employees and related interpretations. Generally, all employee stock options are
issued with the exercise price equal to the market price of the underlying shares at the grant date and therefore, no
compensation expense is recorded. The intrinsic value of restricted stock grants and certain other stock-based
compensation issued to employees as of the date of grant is amortized to compensation expense over the vesting
period.
If compensation cost for the Company's stock option plans and its Employee Stock Purchase Plan ("ESPP") had
been determined based on the fair value at the grant dates as defined by Statement of Financial Accounting
Standards No. 123, Accounting for Stock Based Compensation, the Company's pro forma income (loss) from
continuing operations and earnings (loss) per share from continuing operations would have been as follows:
Income (loss) from continuing operations
As reported, income (loss) from continuing operations
Add back:
Stock-based employee compensation expense included in
net income (loss) from continuing operations, net of tax
Deduct:
Total fair value of stock based employee
compensation expense, net of tax
Pro forma income (loss) from continuing operations
Earnings (loss) per share from continuing operations
Basic earnings (loss) per share
As reported
Pro forma
Diluted earnings (loss) per share
As reported
Pro forma
Year Ended December 31,
2002
2003
2001
$(552.9)
$ 68.0
$(550.1)
22.7
28.9
28.1
(57.4)
$(587.6)
(65.4)
$ 31.5
(96.0)
$(618.0)
$ (1.43)
$ (1.52)
$ (1.43)
$ (1.52)
$ 0.18
$ 0.08
$ 0.18
$ 0.08
$ (1.49)
$ (1.67)
$ (1.49)
$ (1.67)
For purposes of this pro forma information, the fair value of shares issued under the ESPP was based on the 15%
discount received by employees. The weighted-average fair value (discount) on the date of purchase for stock
purchased under this plan was $1.88, $3.21 and $4.50 in 2003, 2002 and 2001, respectively.
63
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Millions, Except Per Share Amounts)
The weighted-average fair value of options granted during 2003, 2002 and 2001 was $4.96, $9.76 and $12.55,
respectively. The fair value of each option grant has been estimated on the date of grant using the Black-Scholes
option-pricing model with the following assumptions:
Expected option lives
Risk free interest rate
Expected volatility
Dividend yield
Recent Accounting Standards
2003
6 years
3.31%
43.86%
0%
2002
6 years
4.66%
35.79%
1.58%
2001
6 years
4.89%
30.35%
1.19%
In December 2003, Statement of Financial Accounting Standards No. 132, Employers' Disclosures about Pensions
and Other Postretirement Benefits ("SFAS 132"), was revised ("SFAS 132-R"). This Statement revises employers'
disclosures about pension plans and other postretirement benefit plans but does not alter any recognition or
measurement issues promulgated under other standards. This statement retains the disclosure requirements contained
in SFAS 132, which it replaces, and requires additional disclosures concerning the assets, obligations, cash flows,
and net periodic benefit costs of both defined benefit pension plans and defined benefit postretirement plans. SFAS
132-R requires information to be provided separately for pension plans and for other postretirement benefit plans.
With the exception of certain requirements related to foreign plans and ten-year expected payout provisions,
disclosures not required for 2003, the Company adopted SFAS 132-R in 2003 (see Note 11 to the Consolidated
Financial Statements).
In June 2001, Statement of Financial Accounting Standards No. 143, Accounting for Asset Retirement Obligations
("SFAS 143"), was issued. SFAS 143 addresses financial accounting and reporting for legal obligations associated
with the retirement of tangible long-lived assets and the associated retirement costs that result from the acquisition,
construction, or development and normal operation of a long-lived asset. Upon initial recognition of a liability for an
asset retirement obligation, SFAS 143 requires an increase in the carrying amount of the related long-lived asset.
The asset retirement cost is subsequently allocated to expense using a systematic and rational method over the
asset's useful life. The adoption of this statement in 2003 did not have a material impact on the Company's financial
position or results of operations.
In June 2002, Statement of Financial Accounting Standards No. 146, Accounting for Costs Associated with Exit or
Disposal Activities ("SFAS 146"), was issued. SFAS 146 changes the measurement and timing of recognition for
exit costs, including restructuring charges, and is effective for any such activities initiated after December 31, 2003.
It has no effect on charges recorded for exit activities begun prior to this date. The adoption of this statement did not
have a material impact on the Consolidated Financial Statements of the Company.
In December 2002, Statement of Financial Accounting Standards No. 148, Accounting for Stock-Based
Compensation-Transition and Disclosure ("SFAS 148"), an amendment of FASB Statement No. 123 ("SFAS 123")
was issued. The Company is choosing to continue with its current practice of applying the recognition and
measurement principles of APB 25, Accounting for Stock Issued to Employees. The Company has adopted the
disclosure requirements of SFAS 148.
In April 2003, Statement of Financial Accounting Standards No. 149, Amendment of Statement 133 on Derivative
Instruments and Hedging Activities ("SFAS 149"), was issued. SFAS 149 amends and clarifies financial accounting
and reporting for derivative instruments, including certain derivative instruments embedded in other contracts
(collectively referred to as derivatives) and for hedging activities under FASB Statement No. 133, Accounting for
Derivative Instruments and Hedging Activities ("SFAS 133"). This statement is effective for contracts entered into
or modified after June 30, 2003. The adoption of this statement did not have a material impact on the Company's
Consolidated Financial Statements.
64
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Millions, Except Per Share Amounts)
During 2003, Statement of Financial Accounting Standards No. 150, Accounting for Certain Financial Instruments
with Characteristics of both Liabilities and Equity ("SFAS 150"), was issued. SFAS 150 establishes standards for
classification and measurement of certain financial instruments with characteristics of both liabilities and equity. It
requires that an issuer classify a financial instrument that is within its scope as a liability (or an asset in certain
cases). The provisions of SFAS 150 are effective for instruments entered into or modified after May 31, 2003 and
pre-existing instruments as of July 1, 2003. On October 29, 2003, the FASB voted to indefinitely defer the effective
date of SFAS 150 for mandatorily redeemable instruments as they relate to minority interests in consolidated finite-
lived entities through the issuance of FASB Staff Position 150-3. The standard was adopted effective the third
quarter of 2003, as modified by FSP 150-3, and did not have a material impact on its Consolidated Results of
Operations or Financial Position.
In November 2002, FASB Interpretation 45, Guarantor's Accounting and Disclosure Requirements for Guarantees,
Including Indirect Guarantees of Indebtedness of Others, was issued. This interpretation elaborates on the
disclosures to be made by a guarantor in its interim and annual financial statements about its obligations under
certain guarantees that it has issued. It also clarifies (for guarantees issued after January 1, 2003) that a guarantor is
required to recognize, at the inception of a guarantee, a liability for the fair value of the obligations undertaken in
issuing the guarantee. Disclosures concerning guarantees are found in Note 16 to the Consolidated Financial
Statements.
In January 2003, the FASB issued FASB Interpretation No. 46, Consolidation of Variable Interest Entities, an
Interpretation of ARB No. 51 ("FIN 46"), which addresses consolidation by business enterprises of variable interest
entities ("VIEs") either: (1) that do not have sufficient equity investment at risk to permit the entity to finance its
activities without additional subordinated financial support, or (2) in which the equity investors lack an essential
characteristic of a controlling financial interest. In December 2003, the FASB completed deliberations of proposed
modifications to FIN 46 ("Revised Interpretations") (FIN 46-R) resulting in multiple effective dates based on the
nature as well as the creation date of the VIE. VIEs created after January 31, 2003, but prior to January 1, 2004, may
be accounted for either based on the original interpretation or the Revised Interpretations. However, the Revised
Interpretations must be applied no later than the Company's quarter ended March 31, 2004. VIEs created after
January 1, 2004 must be accounted for under the Revised Interpretations. Special Purpose Entities ("SPEs") created
prior to February 1, 2003 may be accounted for under the original or revised interpretation's provisions no later than
the Company's quarter ended March 31, 2004. Non-SPEs created prior to February 1, 2003, should be accounted for
under the revised interpretation's provisions no later than the Company's second quarter of fiscal 2004. The
Company has not entered into any material arrangements with VIEs created after January 31, 2003 and has
determined that the adoption of FIN 46-R will not have a material impact on its results of operations and financial
condition.
In January 2004, FASB Staff Position ("FSP") No. 106-1, Accounting and Disclosure Requirements Related to the
Medicare Prescription Drug, Improvement and Modernization Act of 2003 ("FSP 106-1"), was issued which permits
a sponsor of a postretirement health care plan that provides a prescription drug benefit to make a one-time election
to defer accounting for the effects of the new legislation. The Company has elected to defer the accounting until
further guidance is issued by the FASB. The measurements of the Company's postretirement accumulated benefit
plan obligation and net periodic benefit cost disclosed in Note 11 do not reflect the effects of the new legislation.
The guidance, when issued, could require the Company to change previously reported information.
65
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Millions, Except Per Share Amounts)
Note 2: Earnings Per Share
The following sets forth the computation of earnings per share for income available to common stockholders for the
years ended December 31:
(number of shares in millions)
Basic
Income (loss) from continuing operations
Income from discontinued operations
Net Income (loss) - basic
2003
2002
2001
$(552.9)
101.2
$(451.7)
$ 68.0
31.5
$ 99.5
$(550.1)
15.6
$(534.5)
Weighted average number of common shares outstanding
385.5
376.1
369.0
Earnings (loss) per share from continuing operations
Earnings per share from discontinued operations
Earnings (loss) per share - basic
Diluted (a)
Income (loss) from continuing operations - diluted
Income from discontinued operations
Net Income (loss) - diluted
$ (1.43)
0.26
$ (1.17)
$(552.9)
101.2
$(451.7)
$ 0.18
0.08
$ 0.26
$(1.49)
0.04
$(1.45)
$ 68.0
31.5
$ 99.5
$(550.1)
15.6
$(534.5)
Weighted average number of common shares outstanding
385.5
376.1
369.0
Weighted average number of incremental shares in connection with
restricted stock and assumed exercise of stock options
Weighted average number of common shares outstanding - diluted
Earnings (loss) per share from continuing operations
Earnings per share from discontinued operations
Earnings (loss) per share - diluted
--
385.5
$ (1.43)
0.26
$ (1.17)
5.2
--
381.3
369.0
$ 0.18
0.08
$ 0.26
$(1.49)
0.04
$(1.45)
(a) The computation of diluted earnings per share excludes the weighted average number of incremental shares in
connection with stock options and restricted stock, the assumed conversion of the 4.5%, 1.87% and 1.80%
Convertible Notes (see Note 8) and the assumed conversion of the Series A Mandatory Convertible Preferred
Stock, when they are antidilutive.
The computation of diluted earnings per share for 2003, 2002 and 2001 excludes the assumed conversion of the
Zero-Coupon Convertible Senior Notes due 2021 (see Note 8) as they are contingently convertible and assume
cash settlement of the related put option. In April 2003, the Company repurchased these Notes.
The assumed exercise of stock options and the assumed conversion of restricted stock, Convertible Subordinated
Notes and the Series A Mandatory Convertible Preferred Stock would have added the following diluted shares
outstanding had they been dilutive:
Year Ended Decmeber 31,
2002
--
13.1
N/A
13.1
2001
7.6
13.1
N/A
20.7
2003
4.2
16.7
0.8
21.7
Stock Options and Restricted Stock
Convertible Notes
Series A Mandatory Convertible Preferred Stock
Total
66
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Millions, Except Per Share Amounts)
Note 3: Acquisitions, Deferred Payments and Dispositions
Consolidated Subsidiaries
Acquisitions
The Company acquired numerous advertising and specialized marketing and communications services companies
during the three-year period ended December 31, 2003. The aggregate purchase price, including cash and stock
payments, was as follows:
(Number of Shares in Millions)
Number of
Acquisitions
Consideration
Stock
Total
Cash
Number of
Shares Issued
2003 - Purchases
2002 - Purchases
2001 - Purchases
- Pooling
Total
2
$ 4.0
$ --
$ 4.0
--
9
$ 48.2
$ 1.1
$ 49.3
--
19
1
20
$ 84.7
--
$ 84.7
$ 14.0
1,631.0
$1,645.0
$ 98.7
1,631.0
$1,729.7
0.5
58.2
58.7
The table above excludes amounts paid related to NFO which is classified as a discontinued operation in the
accompanying statement of cash flows.
The value of the stock issued for acquisitions is based on the market price of the Company's stock at the time of the
transaction. For those entities accounted for as purchase transactions, the purchase price of the acquisitions has been
allocated to identifiable assets acquired and liabilities assumed based on estimated fair values with any excess being
recorded as goodwill.
Details of businesses acquired in transactions accounted for as purchases were as follows:
Consideration for new acquisitions
Less: fair value of net assets of new acquisitions
Goodwill recorded for new acquisitions
Cash paid for new acquisitions
Cash paid for prior acquisitions
Less: cash acquired
Net cash paid for acquisitions
The table above excludes amounts related to NFO.
2003 Acquisitions
2003
$ 4.0
(0.5)
$ 3.5
$ 4.0
221.2
(0.6)
$224.6
2002
$ 49.3
(13.9)
$ 35.4
$ 48.2
240.0
(11.4)
$276.8
2001
$ 98.7
(17.1)
$ 81.6
$ 84.7
227.1
(3.0)
$308.8
Purchases
The results of operations of the acquired companies were included in the consolidated results of the Company from
their respective acquisition dates, both of which were in the first half of the year. Neither of the acquisitions made in
2003 was significant.
2002 Acquisitions
Purchases
The results of operations of the acquired companies, which included the Target Group, were included in the
consolidated results of the Company from their respective acquisition dates, which were throughout the year. None
of the acquisitions made in 2002 was significant on an individual basis.
67
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Millions, Except Per Share Amounts)
2001 Acquisitions
Purchases
The results of operations of the acquired companies, which included Transworld Marketing Corporation and
DeVries Public Relations, were included in the consolidated results of the Company from their respective
acquisition dates, which were generally in the middle of the year. None of the acquisitions made in 2001 was
significant on an individual basis.
Acquisition of True North
On June 22, 2001, the Company acquired True North Communications Inc. ("True North"), a global provider of
advertising and communication services, in a transaction accounted for as a pooling of interests. Approximately 58.2
million shares were issued in connection with the acquisition, which, based on the market price of the Company's
stock at the date of closing, yielded a value of approximately $1,631. No significant adjustments were necessary to
conform accounting policies of the entities. The Company's Consolidated Financial Statements, including the related
notes, have been restated as of the earliest period presented to include the results of operations, financial position
and cash flows of True North.
The following table shows the historical results of the Company and True North for the three-month period prior to
the consummation of the merger:
Three Months
Ended
March 31, 2001
(Unaudited)
$1,214.7
356.0
$1,570.7
$ (44.2)
9.5
$ (34.7)
Revenue:
IPG
True North
Revenue
Income (loss) from continuing operations:
IPG
True North
Income (loss) from continuing operations
Payments for Prior Acquisitions
Deferred Payments
During the three-year period ended December 31, 2003, the Company made the following payments on acquisitions
that had closed in prior years:
Cash
Stock
Total
2003
$141.1
49.8
$190.9
2002
$192.3
72.9
$265.2
2001
$188.5
23.4
$211.9
Deferred payments (or "earn-outs") generally tie the aggregate price ultimately paid for an acquisition to its
performance and are recorded as an increase to goodwill and other intangibles. The amount of payment is contingent
upon the achievement of projected operating performance targets. The table above excludes NFO, which is
classified as a discontinued operation. NFO had deferred payments of $0.1 in 2002 and $4.0 in 2001.
68
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Millions, Except Per Share Amounts)
Purchase of Additional Interests
During the three years ended December 31, 2003, the Company made the following payments to purchase additional
equity interests in certain consolidated subsidiaries:
Cash
Stock
Total
Other Payments
2003
$52.3
6.3
$58.6
2002
$33.2
10.3
$43.5
2001
$35.8
19.4
$55.2
During three years ended December 31, 2003, the Company made the following payments principally related to loan
notes and guaranteed deferred payments that had been previously recognized on the balance sheet:
Cash
Stock
Total
2003
$27.8
0.1
$27.9
2002
$14.5
--
$14.5
2001
$2.8
3.2
$6.0
Dispositions
On July 10, 2003, the Company completed the sale of its NFO research unit to TNS. The consideration for the sale
was $415.6 ($376.7, net of cash sold and expenses) in cash and approximately 11.7 million ordinary shares of TNS.
TNS will pay the Company an additional $10 in cash approximately one year following the closing of this
divestiture contingent on the market price per TNS ordinary share continuing to exceed 146 pence (equivalent to
approximately $2.50 at current exchange rates) during a specified averaging period one year from closing. As a
result of this sale, the Company recognized a pre-tax gain of $99.1 ($89.1 net of tax) in the third quarter of 2003
after certain post closing adjustments. The TNS shares received in connection with the transaction were sold in
December 2003 resulting in net proceeds of $42.2. A gain of $13.3 was recorded in "other income" in the
accompanying Consolidated Statement of Operations.
The results of NFO are classified as a discontinued operations in accordance with SFAS 144 and, accordingly the
results of operations and cash flows have been removed from the Company's results of continuing operations and
cash flows for all periods presented in this document.
During 2003 (through July 10th), 2002 and 2001 revenue of NFO was as follows:
Revenue
2003
$250.1
2002
$466.1
2001
$438.5
Income from discontinued operations consists of the following:
Pre-tax income from discontinued operations
Tax expense
Net income
Gain on sale, net of taxes
Income from discontinued operations
2003
$ 20.4
8.3
12.1
89.1
$101.2
2002
$53.9
22.4
31.5
--
$31.5
2001
$26.3
10.7
15.6
--
$15.6
69
Note 4: Restructuring and Other Merger-related Costs
During 2003, the Company recorded restructuring charges of $175.6 in connection with the 2003 and 2001
restructuring programs as discussed below.
2003 Program
During the second quarter of 2003, the Company announced that it would undertake restructuring initiatives in
response to softness in demand for advertising and marketing services. The restructuring initiatives include
severance and lease terminations.
During 2003, the Company recorded pre-tax restructuring charges of $175.6, of which $163.2 related to the 2003
program. The pre-tax restructuring charge for the 2003 program was composed of severance costs of $126.2 and
lease terminations costs of $37.0. Included in the $37.0 of lease termination costs was $4.8 related to the write-off of
leasehold improvements on vacated properties. The charges related to leases terminated as part of the 2003 program
are recorded at net present value and are net of estimated sublease income amounts. The discount relating to lease
terminations will be amortized over future periods. In addition, a charge of $16.5 has been incurred in 2003 related
to acceleration of amortization of leasehold improvements on premises included in the 2003 program. The charge
related to such amortization is included in office and general expenses in the accompanying Consolidated Statement
of Operations.
A summary of the liability for restructuring charges related to the 2003 restructuring plan is as follows:
TOTAL BY TYPE
Severance and termination costs
Lease terminations and other exit costs
Total
2003
Charges
Non-cash
Charges
2003 Cash
Payments
Foreign
Currency
Adjustment
Liability at
December 31, 2003
$126.2
37.0
$163.2
$1.4
4.8
$6.2
$88.3
8.5
$96.8
$1.2
0.4
$1.6
$37.7
24.1
$61.8
The severance and termination costs recorded to date relate to a reduction in workforce of approximately 2,900
employees worldwide. The employee groups affected include all levels and functions across the Company:
executive, regional and account management and administrative, creative and media production personnel.
Approximately 30% of the charge relates to severance in the US, 15% to severance in the UK, 10% to severance in
France with the remainder largely relating to the rest of Europe, Asia and Latin America.
Lease termination costs, net of estimated sublease income, relate to the offices that have been or will be vacated as
part of the restructuring. Fifty-five locations have already been vacated and an additional 25 are to be vacated, with
substantially all actions to be completed by June 30, 2004; however, given the remaining lease terms involved, the
cash portion of the charge will be paid out over a period of several years. The majority of the offices to be vacated
are located in the US, with approximately one third in overseas markets, principally in Europe.
2001 Program
Following the completion of the True North acquisition in June 2001, the Company executed a wide-ranging
restructuring plan that included severance, lease terminations and other actions. The total amount of the charges
incurred in 2001 in connection with the plan was $634.5.
In the third quarter of 2002, the Company recorded an additional $12.1 in charges related to the 2001 restructuring
plan. The additional charge was necessitated largely by increases in estimates of lease losses due to lower than
anticipated sublease income in key markets, including San Francisco, Chicago, Paris and London.
During 2003, the Company recorded restructuring charges of $175.6, of which $12.4 related to additional losses on
properties vacated as part of the 2001 program.
70
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Millions, Except Per Share Amounts)
A summary of the remaining liability for restructuring charges related to the 2001 restructuring plan is as follows:
TOTAL BY TYPE
Severance and termination costs
Lease terminations and other exit costs
Total
Liability at
December 31, 2002
2003
Charge
2003 Cash
Payments
Liability at
December 31, 2003
$ 15.9
94.6
$110.5
$ --
12.4
$12.4
$10.9
33.1
$44.0
$ 5.0
73.9
$78.9
The Company terminated approximately 7,000 employees in connection with the 2001 restructuring program. The
Company downsized or vacated approximately 180 locations. Given the remaining lease terms involved, the
remaining liabilities will be paid out over a period of several years. Lease termination and related costs included
write-offs related to the abandonment of leasehold improvements as part of the office vacancies.
Other exit costs related principally to the impairment loss on sale or closing of certain business units in the US and
Europe. In the aggregate, the businesses sold or closed represented an immaterial portion of the revenue and
operating profit of the Company. The write-off amount was computed based upon the difference between the
estimated sales proceeds (if any) and the carrying value of the related assets. The sales and closures had been
completed by September 30, 2002.
Note 5: Long-Lived Asset Impairment and Other Charges
Long-Lived Asset Impairment and Other Charges
The following table summarizes the long-lived asset impairment and other charges for 2003, 2002, and 2001:
Goodwill impairment
Fixed asset impairment
Current capital expenditure impairment
Record fair value of put option
Total
2003
$221.0
49.7
16.2
--
$286.9
2002
$ 82.1
24.7
8.3
12.0
$127.1
2001
$303.1
--
--
--
$303.1
2003 Impairments
During 2003, the Company recorded total charges of $286.9 related to the impairment of long-lived assets. This
amount includes $221.0 related to goodwill at OWW and $63.8 related to the Company's Motorsports businesses.
OWW
During the third quarter of 2003, the Company performed its annual impairment review for goodwill and other
intangible assets and recorded a non-cash charge of $221.0. The charge was required to reduce the carrying value of
goodwill at the Company's OWW reporting unit. OWW is separate from Motorsports and offers a variety of sports
marketing services including athlete representation, TV rights distribution and other marketing and consulting
services.
The OWW charges reflect the reporting unit's lower than expected performance in 2003 and revised future
projections indicating that the factors behind the poor 2003 performance are likely to persist. Specifically, during
2003 it became apparent that there was significant pricing pressure in both overseas and domestic TV rights
distribution. Further, declining athlete pay scales are expected to result in significantly lower fees from athlete
representation, and proceeds from events (including ticket revenue and sponsorship) to which the Company is
committed will be lower than amounts that had been anticipated when the event rights were acquired. Various
factors, including the operating loss incurred at OWW in 2003, have indicated that lower revised growth projections
are required, reflecting lower projected gross margins than OWW has earned historically.
71
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Millions, Except Per Share Amounts)
Motorsports
The Company's Motorsports unit owned and leased certain racing circuit facilities that were used for automobile,
motorcycle and go-cart racing, primarily in the UK. On January 12, 2004, the Company completed the sale of a
business comprising the four motorsports circuits (including Brands Hatch, Oulton Park, Cadwell Park and
Snetterton) (the "four owned circuits"), owned by its Brands Hatch subsidiaries, to MotorSport Vision Limited. The
consideration for the sale was approximately 15 million Pounds, (approximately $26) before expenses. An
additional contingent amount of up to 2 million Pounds, (approximately $4) may be paid to the Company depending
upon the future financial results of the operations being sold. The Company and its Brands Hatch subsidiaries retain
their interests and contractual commitments relating to the Silverstone circuit. The Company recognized an
impairment loss related to the four owned circuits of $38.0 in the fourth quarter of 2003 and has classified the
relevant assets and liabilities as held for sale in the Consolidated Balance Sheet of the Company as of December 31,
2003. See Note 16 below for a discussion of the Company's remaining contingent obligations related to motorsports.
In addition to the Brands Hatch impairment charge, $25.8 in charges was incurred related to the impairment of other
assets, including $16.2 of current capital expenditure outlays that the Company is contractually required to spend to
upgrade and maintain certain of its remaining Motorsports racing facilities, as well as an impairment of assets at
other Motorsports entities. At December 31, 2003, there were additional capital expenditure commitments of
approximately $25, which are expected to be impaired as incurred based on the cash flow analysis for the relevant
asset groupings.
2002 Impairments
Beginning in the second quarter of 2002 and continuing in subsequent quarters, certain of the Motorsports
businesses experienced significant operational difficulties, including significantly lower than anticipated attendance
at the marquee British Grand Prix race in July 2002. These events and a change in management at Motorsports in the
third quarter of 2002 led the Company to begin assessing its long-term strategy for Motorsports.
In accordance with the provisions of SFAS 142, the Company prepared a discounted cash flow analysis which
indicated that the book value of Motorsports significantly exceeded its estimated fair value and that a goodwill
impairment had occurred. In addition, as a result of the goodwill analysis, the Company assessed whether there had
been an impairment of the Company's long-lived assets in accordance with SFAS 144. The Company concluded that
the book value of certain asset groupings at Motorsports was significantly higher than their expected future cash
flows and that an impairment had occurred. Accordingly, the Company recognized a non-cash impairment loss and
related charge of $127.1 in 2002. The charges included $82.1 of goodwill impairment, $33.0 of fixed assets and
capital expenditure write-offs, and $12.0 to record the fair value of an associated put option.
2001 Impairments
Following the completion of the True North acquisition in 2001 and the realignment of certain of the Company's
businesses, the Company evaluated the realizability of various assets. In connection with this review undiscounted
cash flow projections were prepared for certain investments, and the Company determined that the goodwill
attributable to certain business units was stated at an amount in excess of the future estimated cash flows. As a
result, an impairment charge of $303.1 was recorded in 2001. Of the total write-off, $221.4 was recorded in the
second quarter, with the remainder recorded in the third quarter. The largest components of the goodwill impairment
and other charges were Capita Technologies, Inc. (approximately $145) and Zentropy Partners (approximately $16),
both internet services businesses. The remaining amount primarily related to several other businesses, including
internet services, healthcare consulting and certain advertising offices in Europe and Asia Pacific.
Note 6: Other Income (Expense)
Investment Impairment
The Company continually monitors its investments to assess their realizability. Where an "other than temporary"
impairment is deemed to have occurred an impairment charge is recorded in the relevant period to adjust the
carrying value of the investment to estimated fair value.
During 2003, the Company recorded $84.9 in investment impairment charges related to 21 investments. The charge
related principally to investments in the Middle East, Latin America, and Japan with additional amounts in Canada,
Europe, and the United States. The majority of the charge related to impairments arising from deteriorating
economic conditions in the countries in which the entity operates.
72
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Millions, Except Per Share Amounts)
During 2002, the Company recorded $39.7 of investment impairment primarily related to certain investments of
OWW, the Company's sports marketing business within SEG.
During 2001, the Company recorded total investment impairment charges of $210.8. The charge included $160.1
related to the impairment of investments primarily in publicly traded internet-related companies, including
marchFIRST, Inc. (an internet professional services firm), which had filed for relief under Chapter 11 of the Federal
Bankruptcy Code in April 2001. The remaining charge included write-offs for investments in non-internet
companies, certain venture funds and other investments. In addition, the Company recorded a charge of $2.5 to
record the fair value of a put option. The impairment charges adjusted the carrying value of investments to the
estimated market value where an other than temporary impairment had occurred.
Other Income
The following table sets forth the components of other income:
Gains (losses) on sales of businesses
Gain on sale of TNS shares
Gain on sale of Modem Media shares
Gains (losses) on sales of other available-for-sale securities
Miscellaneous investment income
2003
$ 0.2
13.3
30.4
4.1
2.0
$50.0
2002
$(0.2)
--
--
5.3
2.8
$ 7.9
2001
$12.3
--
--
(2.5)
3.9
$13.7
The Company sold approximately 11 million of the shares it owned as an equity investment in Modem Media in
exchange for net proceeds of approximately $57. A pre-tax gain of approximately $30 was recorded.
Also in December 2003, the Company sold all of the approximately 11.7 million shares of TNS it had acquired
through the sale of NFO (see Note 3) for approximately $42 of net proceeds.
During 2002, the Company sold an unconsolidated affiliate in the United States for proceeds of $5.2 and a
marketing services affiliate for proceeds of $3.8.
During 2001, the Company sold a marketing services affiliate in Europe for proceeds of approximately $5 and
various non-core marketing services affiliates in the United States for proceeds of $6.9.
Note 7: Provision for Income Taxes
The Company accounts for income taxes under SFAS 109. SFAS 109 applies an asset and liability approach that
requires the recognition of deferred tax assets and liabilities with respect to the expected future tax consequences of
events that have been recognized in the Consolidated Financial Statements and tax returns.
Continuing Operations
The components of income (loss) from continuing operations before provision for (benefit of) income taxes, equity
earnings, and minority interest expense are as follows:
Domestic
Foreign
Total
Year Ended December 31,
2003
$11.8
(280.8 )
$(269.0 )
2002
$335.9
(124.5 )
$211.4
2001
$(481.0 )
(105.4 )
$(586.4 )
73
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Millions, Except Per Share Amounts)
The provision for (benefit of) income taxes on continuing operations consists of:
Federal Income Taxes (Including
Foreign Withholding Taxes):
Current
Deferred
State and Local Income Taxes:
Current
Deferred
Foreign Income Taxes:
Current
Deferred
Total
Total Operations
$ 15.8
41.9
57.7
27.0
(8.7 )
18.3
139.7
38.3
178.0
$254.0
$ 1.8
118.2
120.0
25.9
2.7
28.6
44.6
(75.3 )
(30.7 )
$117.9
$ 44.4
(142.7 )
(98.3 )
2.9
(36.5 )
(33.6 )
74.0
(8.2 )
65.8
$ (66.1 )
The components of income (loss) on total operations before provision for (benefit of) income taxes, equity earnings,
and minority interest expense are as follows:
Domestic
Foreign
Total
The provision for (benefit of) income taxes consists of:
Year Ended December 31,
2003
$ 116.8
(266.9 )
$(150.1 )
2002
$353.6
(88.2 )
$265.4
2001
$(474.3 )
(89.2 )
$(563.5 )
Federal Income Taxes (Including
Foreign Withholding Taxes):
Current
Deferred
State and Local Income Taxes:
Current
Deferred
Foreign Income Taxes:
Current
Deferred
Total
$ 27.5
41.8
69.3
27.8
(8.7 )
19.1
145.7
38.2
183.9
$272.3
$ 6.2
120.1
126.3
26.6
3.3
29.9
52.5
(68.4 )
(15.9 )
$140.3
$ 48.2
(144.4 )
(96.2 )
3.7
(36.9 )
(33.2 )
83.9
(9.9 )
74.0
$ (55.4 )
74
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Millions, Except Per Share Amounts)
At December 31, 2003 and 2002 the deferred tax assets consisted of the following items:
Postretirement/postemployment benefits
Deferred compensation
Pension costs
Basis differences in fixed assets
Rent
Interest
Accrued reserves
Allowance for doubtful accounts
Basis differences in intangible assets
Investments in equity securities
Tax loss/tax credit carryforwards
Restructuring and other merger-related costs
Other
Total deferred tax assets, net
Valuation allowance
Net deferred tax assets
December 31,
2002
$ 22.4
141.1
47.1
0.7
(6.3)
(7.2)
24.6
33.5
50.7
5.8
155.0
130.1
18.7
2003
$ 20.9
180.9
59.0
21.9
0.8
(8.5)
59.1
26.9
18.9
19.0
227.6
51.4
39.3
717.2
(171.0)
$ 546.2
616.2
(69.3)
$ 546.9
The valuation allowance of $171.0 and $69.3 at December 31, 2003 and 2002, respectively, applies to certain
deferred tax assets, including US tax credits, US capital loss carryforwards and net operating loss carryforwards in
certain jurisdictions that, in the opinion of management, are more likely than not, not to be utilized. The change
during 2003 in the deferred tax valuation allowance primarily relates to uncertainties regarding the utilization of tax
credits, capital loss carryforwards and net operating loss carryforwards. At December 31, 2003, there are $51.8 of
tax credit carryforwards with expiration periods beginning in 2004 and ending in 2008. There are also $175.8 of loss
carryforwards, of which $33.8 are US capital and net operating loss carryforwards that expire in the years 2008
through 2022. The remaining $142.0 are non-US net operating loss carryforwards of $114.6 with unlimited
carryforward periods and $27.4 with expiration periods from 2004 through 2019. The Company has concluded that
it is more likely than not that the net deferred tax asset balance will be realized.
Effective Tax Rate Reconciliation on Continuing Operations
A reconciliation of the effective income tax rate on continuing operations before equity earnings and minority
interest expense as shown in the Consolidated Statement of Operations to the federal statutory rate is as follows:
Continuing Operations
Year Ended December 31,
2002
2003
2001
US Federal statutory income tax rate
35.0%
35.0 %
35.0%
Federal Income tax provision (benefit) at statutory rate
State and local income taxes, net of federal income tax benefit
Impact of foreign operations, including withholding taxes
Goodwill and intangible asset amortization
Change in valuation allowance
Goodwill and other long-lived asset impairment
Restructuring and other merger-related costs
Investment impairments
Other
Provision (benefit) for income taxes
$(94.2)
11.1
106.4
--
84.4
98.6
15.2
15.0
17.5
$254.0
$ 74.0
18.4
(3.2)
--
27.5
7.2
(0.1)
--
(5.9)
$117.9
$(205.2)
15.8
25.5
33.4
(11.4)
65.9
26.5
--
(16.6)
$ (66.1)
Effective tax rate on continuing operations
94.4%
55.8 %
(11.3)%
75
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Millions, Except Per Share Amounts)
Effective Tax Rate Reconciliation on Total Operations
A reconciliation of the effective income tax rate on total operations before equity earnings and minority interest
expense to the federal statutory rate is as follows:
Total Operations
Year Ended December 31,
2002
2003
2001
US Federal statutory income tax rate
35.0%
35.0 %
35.0%
Federal Income tax provision (benefit) at statutory rate
State and local income taxes, net of federal income tax benefit
Impact of foreign operations, including withholding taxes
Goodwill and intangible asset amortization
Change in valuation allowance
Goodwill and other long-lived asset impairment
Restructuring and other merger-related costs
Investment impairments
Basis difference on disposals
Other
Provision (benefit) for income taxes
$ (52.5)
11.6
107.4
--
101.7
98.6
15.2
15.0
(42.7)
18.0
$272.3
$ 92.9
19.4
(1.2)
--
27.5
7.2
(0.5)
--
--
(5.0 )
$140.3
$(197.2)
16.3
26.6
34.4
(11.4)
65.9
26.5
--
--
(16.5)
$(55.4)
Effective tax rate on total operations
181.4%
52.9 %
(9.8)%
The Company's effective income tax rate for 2003 was negatively impacted by the restructuring charges, non-
deductible long-lived asset impairment charges and non-deductible investment impairment charges relating to
unconsolidated affiliates. In addition, the tax rate in 2003 was negatively impacted by the establishment of valuation
allowances on certain deferred tax assets as well as losses incurred in non-US jurisdictions with tax benefits at rates
lower than the US statutory rates. All of these factors contributed to the Company's recording a tax provision of
$254.0 on a pre-tax loss of $269.0 for 2003.
As required by SFAS 109, the Company is required to evaluate on a quarterly basis the realizability of its deferred
tax assets. SFAS 109 requires a valuation allowance be established when it is more likely than not that all or a
portion of deferred tax assets will not be realized. In circumstances where there is sufficient negative evidence,
establishment of a valuation allowance must be considered. The Company believes that cumulative losses in the
most recent three-year period represent sufficient negative evidence under the provisions of SFAS 109 and, as a
result, the Company determined that certain of its deferred tax assets required the establishment of a valuation
allowance. The deferred tax assets for which an allowance was established relate primarily to foreign net operating
and US capital loss carryforwards. During 2003, a valuation allowance of $53.9 was established in continuing
operations on existing deferred tax assets. In addition, $26.8 of valuation allowances were established in continuing
operations for current year losses incurred in jurisdictions where a benefit is not currently expected, and $3.7 of
valuation allowances were established in continuing operations for certain US capital and other loss carryforwards.
The total valuation allowance as of December 31, 2003 was $171.0.
The total amount of undistributed earnings of foreign subsidiaries for income tax purposes was approximately $750
and $795 at December 31, 2003 and 2002, respectively. It is the Company's intention to reinvest undistributed
earnings of its foreign subsidiaries and thereby indefinitely postpone their remittance. Accordingly, no provision has
been made for foreign withholding taxes or United States income taxes which may become payable if undistributed
earnings of foreign subsidiaries were paid as dividends to the Company. The additional taxes on that portion of
undistributed earnings which is available for dividends are not practicably determinable.
On April 21, 2003, the Company received a notice from the Internal Revenue Service ("IRS") proposing
adjustments to the Company's taxable income that would result in additional taxes, including conforming
adjustments to state and local tax returns of $41.5 (plus interest) for the taxable years 1994 to 1996. The Company
believes that the tax positions that the IRS has challenged comply with applicable law and intends to defend those
positions vigorously. The Company filed a Protest with the IRS Appeals Office on July 21, 2003. Although the
ultimate resolution of these matters will likely require the Company to pay additional taxes, any such payments will
not have a material effect on the Company's financial position, cash flows or results of operations.
76
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Millions, Except Per Share Amounts)
The IRS commenced its examination of the Company's 1997 to 2002 income tax returns in February 2004. In an
attempt to become more current, the IRS is examining these multiple years in the normal course.
In addition, the Company and certain of its subsidiaries are party to various other tax examinations, some of which
have resulted in assessments. The Company intends to vigorously defend any and all assessments and believes that
additional taxes (if any) that may ultimately result from the settlement of such assessments or open examinations
would not have a material adverse effect on the Company's financial position, cash flows or results of operations.
Note 8: Debt
Revolving Credit Agreements
On June 27, 2000, the Company entered into a revolving credit facility with a syndicate of banks providing for a
term of five years and for borrowings of up to $375.0 (the "Five-Year Revolving Credit Facility"). On May 16,
2002, the Company entered into a revolving credit facility with a syndicate of banks providing for a term of 364
days and for borrowings of up to $500.0 (the "Old 364-Day Revolving Credit Facility"). The Company replaced the
Old 364-Day Revolving Credit Facility with a new 364-day revolving credit facility, which it entered into with a
syndicate of banks on May 15, 2003 (the "New 364-Day Revolving Credit Facility" and, together with the Five-Year
Revolving Credit Facility, both as amended from time to time, the "Revolving Credit Facilities"). The New 364-Day
Revolving Credit Facility provides for borrowings of up to $500.0, $200.0 of which are available to the Company
for the issuance of letters of credit. The New 364-Day Revolving Credit Facility expires on May 13, 2004. However,
the Company has the option to extend the maturity of amounts outstanding on the termination date under the New
364-Day Revolving Credit Facility for a period of one year, if EBITDA, as defined in the agreements, for the four
fiscal quarters most recently ended was at least $831.0 (for purposes of this EBITDA calculation, only $125.0 of
non-recurring restructuring charges may be added back to EBITDA). The Revolving Credit Facilities are used for
general corporate purposes. As of December 31, 2003, $160.1 was utilized under the New 364-Day Revolving
Credit Facility for the issuance of letters of credit, $0.0 was borrowed under the New 364-Day Revolving Credit
Facility and $0.0 was borrowed under the Five-Year Revolving Credit Facility. As of March 12, 2004, $136.0 was
obligated under the New 364-Day Revolving Credit Facility for the issuance of letters of credit, $0.0 was borrowed
under the New 364-Day Revolving Credit Facility and $0.0 of the $375.0 available was borrowed under the Five-
Year Revolving Credit Facility.
The Revolving Credit Facilities bear interest at variable rates based on either LIBOR or a bank's base rate, at the
Company's option. The interest rates on base rate loans and LIBOR loans under the Revolving Credit Facilities are
affected by the facilities' utilization levels and the Company's credit ratings. In connection with the New 364-Day
Revolving Credit Facility, the Company agreed to new pricing under the Revolving Credit Facilities that increased
the interest spread payable on loans under the Revolving Credit Facilities by 25 basis points. Based on the
Company's current credit ratings, interest rates on loans under the New 364-Day Revolving Credit Facility are
currently calculated by adding 175 basis points to LIBOR or 25 basis points to the applicable bank base rate, and
interest rates on loans under the Five-Year Revolving Credit Facility are currently calculated by adding 170 basis
points to LIBOR or 25 basis points to the applicable bank base rate.
The Company's Revolving Credit Facilities include financial covenants that set (i) maximum levels of debt for
borrowed money as a function of EBITDA, (ii) minimum levels of EBITDA as a function of interest expense and
(iii) minimum levels of EBITDA (in each case, as defined in those agreements).
As of December 31, 2003, the Company was, and expects to continue to be, in compliance with all of the covenants
(including the financial covenants, as amended) contained in the Revolving Credit Facilities.
On February 10, 2003, certain defined terms relating to financial covenants contained in the Five-Year Revolving
Credit Facility and the Old 364-Day Revolving Credit Facility were amended effective as of December 31, 2002 to
include in the definition of debt for borrowed money the Company's 1.8% Convertible Subordinated Notes due 2004
and 1.87% Convertible Subordinated Notes due 2006. In addition, the definition of Interest Expense was also
amended to include all interest with respect to these Subordinated Notes.
In connection with entering into the New 364-Day Revolving Credit Facility, the definition of EBITDA in the
Revolving Credit Facilities was amended to include (i) up to $161.4 of non-cash, non-recurring charges taken in the
fiscal year ended December 31, 2002; (ii) up to $200.0 of non-recurring restructuring charges (up to $175.0 of which
77
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Millions, Except Per Share Amounts)
may be cash charges) taken in the fiscal quarters ended March 31, 2003, June 30, 2003 and September 30, 2003; (iii)
up to $70.0 of non-cash, non-recurring charges taken with respect to the impairment of the remaining book value of
the Company's Motorsports business; and (iv) all impairment charges taken with respect to capital expenditures
made on or after January 1, 2003 with respect to the Company's Motorsports business, and to exclude the gain
realized by the Company upon the sale of NFO. The corresponding financial covenant ratio levels in the Revolving
Credit Facilities were also amended.
As of September 29, 2003, these additions to the definition of EBITDA were replaced with the following items: (i)
up to $161.4 of non-cash, non-recurring charges taken in the fiscal year ended December 31, 2002; (ii) up to $275.0
of non-recurring restructuring charges (up to $240.0 of which may be cash charges) taken in the fiscal quarter ended
March 31, 2003 and each of the fiscal periods ending June 30, 2003, September 30, 2003, December 31, 2003 and
March 31, 2004; (iii) up to $70.0 of non-cash, non-recurring charges taken with respect to the impairment of the
remaining book value of the Company's Motorsports business; (iv) all impairment charges taken with respect to
capital expenditures made on or after January 1, 2003 with respect to the Company's Motorsports business; (v) up to
$300.0 of non-cash, non-recurring goodwill or investment impairment charges taken in the fiscal periods ending
September 30, 2003, December 31, 2003, March 31, 2004, June 30, 2004 and September 30, 2004; (vi) up to $135.0
in payments made by the Company (up to $40.0 of which may be in cash) with respect to the fiscal periods ending
September 30, 2003, December 31, 2003 and March 31, 2004, relating to the settlement of certain litigation matters;
(vii) $24.8 in respect of the early repayment by the Company of all amounts outstanding under the Prudential
Agreements with respect to the fiscal quarter ended September 30, 2003; and (viii) non-cash charges related to the
adoption by the Company of the fair value based method of accounting for stock-based employee compensation in
accordance with Statement of Financial Accounting Standards No. 123 and Statement of Financial Accounting
Standards No. 148. The definition of EBITDA was also separately amended to give the Company flexibility to settle
its commitments under certain leasing and Motorsports event contractual arrangements. The Company paid a fee of
10 basis points of the total commitments under each of the Revolving Credit Facilities in consideration for these
amendments to the definition of EBITDA.
In determining the Company's compliance with the financial covenants as of December 31, 2003, the following
charges were added back to the definition of EBITDA: (i) $176.2 of restructuring charges ($153.5 of which were
cash charges), (ii) $47.4 of non-cash charges with respect to the impairment of the remaining book value of the
Company's Motorsports business, (iii) $16.2 of impairment charges taken with respect to capital expenditures of the
Company's Motorsports businesses, (iv) $293.9 of goodwill or investment impairment charges and (v) $115.0 of
charges (primarily non-cash) relating to certain litigation matters. Since these charges and payments were added
back to the definition of EBITDA, they do not affect the ability of the Company to comply with its financial
covenants. Any charges incurred by the Company as a result of its restructuring program after March 31, 2004 will
not be added back to EBITDA in determining whether the Company is in compliance with its financial covenants.
The terms of the Revolving Credit Facilities restrict the Company's ability to declare or pay dividends, repurchase
shares of common stock, make cash acquisitions or investments and make capital expenditures, as well as the ability
of the Company's domestic subsidiaries to incur additional debt in excess of $65.0. Certain of these limitations were
modified upon the Company's issuance on March 13, 2003 of 4.5% Convertible Senior Notes due 2023 (the "4.5%
Notes") in an aggregate principal amount of $800.0, from which the Company received net cash proceeds equal to
approximately $778. In addition, pursuant to a tender offer that expired on April 4, 2003, the Company purchased
$700.5 in aggregate principal amount at maturity of its Zero-Coupon Convertible Senior Notes due 2021 (the "Zero-
Coupon Notes"). As a result of these transactions, the Company's permitted level of annual new cash acquisition
spending has increased to $100.0 and the permitted level of annual share buybacks and dividend payments not
related solely to preferred stock has increased to $25.0. All limitations on dividend payments and share buybacks
expire when EBITDA (as defined in the Revolving Credit Facilities) is at least $1,300.0 for four consecutive
quarters. The Company's permitted level of annual capital expenditures is $175.0.
On November 18, 2003, the Revolving Credit Facilities were further amended to permit the Company to pay up to
$45.0 in annual cash dividends with respect to preferred stock that is convertible into common stock of the Company
within 48 months following its issuance. This $45.0 allowance is in addition to the Company's current $25.0
permitted level of annual share buybacks and general dividend payments discussed above.
78
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Millions, Except Per Share Amounts)
As a result of the issuance of the 4.5% Notes in the first quarter of 2003 and the settlement of the tender offer for the
Zero-Coupon Notes in the second quarter of 2003, both the 4.5% Notes and the Zero-Coupon Notes were
outstanding at March 31, 2003. Therefore, the Company amended the Five-Year Revolving Credit Facility and the
Old 364-Day Revolving Credit Facility, as of March 13, 2003, to exclude the Zero-Coupon Notes in calculating the
ratio of debt for borrowed money to consolidated EBITDA for the period ended March 31, 2003 (this exclusion is
also contained in the New 364-Day Revolving Credit Facility).
On February 26, 2003, the Company obtained waivers of certain defaults under the Five-Year Revolving Credit
Facility and the Old 364-Day Revolving Credit Facility relating to the restatement of the Company's historical
Consolidated Financial Statements in the aggregate amount of $118.7. The waivers covered certain financial
reporting requirements related to the Company's Consolidated Financial Statements for the quarter ended September
30, 2002. No financial covenants were breached as a result of this restatement.
The Company does not anticipate that any waivers will be needed under the Revolving Credit Facilities prior to, or
in connection with, the refinancing of the New 364-Day Revolving Credit Facility.
Other Committed and Uncommitted Facilities
In addition to the Revolving Credit Facilities, at December 31, 2003 and 2002, respectively, the Company had $0.8
and $157.8 of committed lines of credit, all of which were provided by overseas banks that participate in the
Revolving Credit Facilities. The decrease in the committed lines of credit was partially offset by the increase in the
uncommitted lines of credit. At December 31, 2003 and 2002, respectively, $0.0 and $3.1 were outstanding under
these lines of credit.
At December 31, 2003 and 2002, respectively, the Company also had $744.8 and $707.9 of uncommitted lines of
credit, 68.0% and 66.8% of which were provided by banks that participate in the Revolving Credit Agreements. At
December 31, 2003 and 2002, respectively, $38.1 and $213.2 were outstanding under these uncommitted lines of
credit. The Company's uncommitted borrowings are repayable upon demand.
Prudential Agreements
On May 26, 1994, April 28, 1995, October 31, 1996, August 19, 1997 and January 21, 1999, the Company entered
into five note purchase agreements, respectively, with The Prudential Insurance Company of America. The notes
issued pursuant to the Prudential Agreements were repayable on May 2004, April 2005, October 2006, August 2007
and January 2009, respectively, and had interest rates of 10.01%, 9.95%, 9.41%, 9.09% and 8.05%, respectively.
Due to the high interest rates on the notes issued under the Prudential Agreements and the restrictive financial
covenants contained in these agreements, the Company repaid the total principal amount and interest outstanding
under the Prudential Agreements on August 8, 2003, including a prepayment penalty that resulted in a net charge of
$24.8.
UBS Facility
On February 10, 2003, the Company received from UBS AG a commitment for an interim credit facility providing
for $500.0 maturing no later than July 31, 2004 and available to the Company beginning May 15, 2003, subject to
certain conditions. This commitment terminated in accordance with its terms when the Company received net cash
proceeds in excess of $400.0 from its sale of the 4.5% Notes. The fees associated with the commitment were not
material to the Company's financial position, cash flows or results of operation.
Other Debt Instruments
(i) Convertible Senior Notes - 4.5%
In March 2003 the Company completed the issuance and sale of $800.0 aggregate principal amount of the 4.5%
Notes. In April 2003, the Company used approximately $581 of the net proceeds of this offering to repurchase the
Zero-Coupon Notes tendered in its concurrent tender offer and is using the remaining proceeds for the repayment of
other indebtedness, general corporate purposes and working capital. The 4.5% Notes are unsecured, senior securities
that may be converted into common shares if the price of the Company's common stock reaches a specified
threshold, at an initial conversion rate of 80.5153 shares per one thousand dollars principal amount, equal to a
conversion price of $12.42 per share, subject to adjustment. This threshold will initially be 120% of the conversion
price and will decline 1/2% each year until it reaches 110% at maturity in 2023.
79
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Millions, Except Per Share Amounts)
The 4.5% Notes may also be converted, regardless of the price of the Company's common stock, if: (i) the credit
ratings assigned to the 4.5% Notes by any two of Moody's Investors Service, Inc., Standard & Poor's Ratings
Services and Fitch Ratings are lower than Ba2, BB and BB, respectively, or the 4.5% Notes are no longer rated by at
least two of these ratings services, (ii) the Company calls the 4.5% Notes for redemption, (iii) the Company makes
specified distributions to shareholders or (iv) the Company becomes a party to a consolidation, merger or binding
share exchange pursuant to which its common stock would be converted into cash or property (other than securities).
The Company, at the investor's option, may be required to redeem the 4.5% Notes for cash on March 15, 2008. The
Company may also be required to redeem the 4.5% Notes at the investor's option on March 15, 2013 and March 15,
2018, for cash or common stock or a combination of both, at the Company's election. Additionally, investors may
require the Company to redeem the 4.5% Notes in the event of certain change of control events that occur prior to
May 15, 2008, for cash or common stock or a combination of both, at the Company's election. The Company at its
option may redeem the 4.5% Notes on or after May 15, 2008 for cash. The redemption price in each of these
instances will be 100% of the principal amount of the notes being redeemed, plus accrued and unpaid interest, if
any. If at any time on or after March 13, 2003 the Company pays cash dividends on its common stock, the Company
will pay contingent interest per 4.5% Note in an amount equal to 100% of the per share cash dividend paid on the
common stock multiplied by the number of shares of common stock issuable upon conversion of a 4.5% Note.
(ii) Zero-Coupon Convertible Senior Notes
In December 2001, the Company completed the issuance and sale of approximately $702 of aggregate principal
amount of Zero-Coupon Convertible Senior Notes due 2021. In April 2003, the Company used approximately $581
of the proceeds received from the issuance and sale of the 4.5% Notes to repurchase $700.5 in aggregate principal
amount at maturity of its Zero-Coupon Notes. As of December 31, 2003, no Zero-Coupon Notes remained
outstanding.
(iii) Senior Unsecured Notes - 7.25%
On August 22, 2001, the Company completed the issuance and sale of $500.0 principal amount of senior unsecured
notes due 2011. The notes bear interest at a rate of 7.25% per annum. The Company used the net proceeds of
approximately $493 from the sale of the notes to repay outstanding indebtedness under its Revolving Credit
Facilities.
(iv) Senior Unsecured Notes - 7.875%
On October 20, 2000, the Company completed the issuance and sale of $500.0 principal amount of senior unsecured
notes due 2005. The notes bear an interest rate of 7.875% per annum. The Company used the net proceeds of
approximately $496 from the sale of the notes to repay outstanding indebtedness under its revolving credit facilities.
(v) Convertible Subordinated Notes - 1.87%
On June 1, 1999, the Company issued $361.0 face amount of Convertible Subordinated Notes due 2006 with a cash
coupon rate of 1.87% and a yield to maturity of 4.75%. The 2006 notes were issued at an original price of 83% of
the face amount, generating proceeds of approximately $300. The notes are convertible into 6.4 million shares of the
Company's common stock at a conversion rate of 17.616 shares per one thousand dollars face amount. Since June
2002, the Company has had the option to redeem the notes for cash.
(vi) Convertible Subordinated Notes - 1.80%
On September 16, 1997, the Company issued $250.0 face amount of Convertible Subordinated Notes due 2004
("2004 Notes") with a coupon rate of 1.80% and a yield to maturity of 5.25%. The 2004 Notes were issued at an
original price of 80% of the face amount, generating proceeds of approximately $200, and were convertible into 6.7
million shares of the Company's common stock at a conversion rate of 26.772 shares per one thousand dollars face
amount. On January 20, 2004, the Company exercised its right to redeem all of the 2004 Notes with an aggregate
principal amount of approximately $250 at an aggregate price of approximately $246 (96.6813% of the principal
amount of the notes plus original issue discount accrued to the redemption date, or $978.10 per $1,000 principal
amount of the notes, plus accrued interest to the redemption date). None of the 2004 Notes remain outstanding as of
March 12, 2004.
80
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Millions, Except Per Share Amounts)
Short-Term Debt at December 31, 2003 and 2002
The Company and its subsidiaries have short-term lines of credit with various banks that permit borrowings at
variable interest rates. At December 31, 2003 and 2002, all borrowings under these facilities were by the Company's
subsidiaries and totaled $38.1 and $216.3, respectively. Where required, the Company has guaranteed the repayment
of borrowings by its subsidiaries.
As of December 31, 2003 and 2002, respectively, 68% and 66.8% of these short-term facilities were provided by
banks that participate in the Company's Revolving Credit Facilities. The weighted-average interest rates on
outstanding balances under the committed and uncommitted short-term facilities at December 31, 2003 and 2002
were approximately 5% in each year.
The following table summarizes the Company's short-term debt as of December 31, 2003 and 2002.
2003
Committed
364-day Revolving Credit Facility
Other Facilities (principally International)
Uncommitted
Domestic
International
Total
Total
Facility
Amount Outstanding
at December 31, 2003
Total
Available
$ 500.0
0.8
$ 500.8
$ --
744.8
$ 744.8
$1,245.6
$ --
--
$ --
$ --
38.1
$ 38.1
$ 38.1
$ 339.9*
0.8
$ 340.7
$ --
706.7
$ 706.7
$1,047.4
*Amount available is reduced by $160.1 of Letters of Credit issued under the Revolving Credit Facility.
2002
Committed
364-day Revolving Credit Facility
Other Facilities (principally International)
Uncommitted
Domestic
International
Total
Total
Facility
Amount Outstanding
at December 31, 2002
Total
Available
$ 500.0
157.8
$ 657.8
$ 27.7
680.2
$ 707.9
$1,365.7
$ --
3.1
$ 3.1
$ 7.7
205.5
$213.2
$216.3
Long-term debt at December 31 consisted of the following:
Convertible Subordinated Notes - 1.80%
Convertible Subordinated Notes - 1.87%
Zero-Coupon Convertible Notes
Senior Unsecured Notes - 7.875%
Senior Unsecured Notes - 7.25%
Convertible Senior Notes - 4.5%
Five-Year Revolving Credit Facility - (.0525% in 2002)
Term Loans - 9.95% (8.05% to 10.01% in 2002)
Other Notes Payable and Capitalized Leases - 2.25% to 25.67%
Less: Current Portion
Long-Term Debt
81
2003
$ 244.1
337.5
--
522.1
500.0
800.0
--
--
32.5
2,436.2
244.5
$2,191.7
$ 500.0
154.7
$ 654.7
$ 20.0
474.7
$ 494.7
$1,149.4
2002
$ 236.1
328.5
581.0
533.7
500.0
--
50.3
157.1
35.0
2,421.7
604.0
$1,817.7
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Millions, Except Per Share Amounts)
Long-term debt maturing over the next five years and thereafter is as follows:
2004
2005
2006
2007
2008
2009 and thereafter
Other
$ 244.5
$ 523.8
$ 338.5
$ 0.9
$ 0.9
$1,327.6
On March 7, 2003, Standard & Poor's Ratings Services downgraded the Company's senior secured credit rating to
BB+ with negative outlook from BBB-. On May 14, 2003, Fitch Ratings downgraded the Company's senior
unsecured credit rating to BB+ with negative outlook from BBB-. On May 9, 2003, Moody's Investor Services, Inc.
("Moody's") placed the Company's senior unsecured and subordinated credit ratings on review for possible
downgrade from Baa3 and Ba1, respectively. As of March 12, 2004, the Company's credit ratings continued to be on
review for a possible downgrade.
Since July 2001, the Company has not repurchased its common stock in the open market.
In October 2003, the Company received a federal tax refund of approximately $90 as a result of its carryback of its
2002 loss for US federal income tax purposes and certain capital losses, to earlier periods.
Through December 2002, the Company had paid cash dividends quarterly with the most recent quarterly dividend
paid in December 2002 at a rate of $0.095 per share. On a quarterly basis, the Company's Board of Directors makes
determinations regarding the payment of dividends. As previously discussed, the Company's ability to declare or pay
dividends is currently restricted by the terms of its Revolving Credit Facilities. The Company did not declare or pay
any dividends in 2003. However, in 2004, the Company expects to pay any dividends accruing on the Series A
Mandatory Convertible Preferred Stock in cash, which is expressly permitted by the Revolving Credit Facilities.
See Note 14 for discussion of fair market value of the Company's long-term debt.
Note 9: Equity Offering
On December 16, 2003, the Company sold 25.8 million shares of common stock and issued 7.5 million shares of 3-
year Series A Mandatory Convertible Preferred Stock (the "Preferred Stock"). The total net proceeds received from
the concurrent offerings was approximately $693. The Preferred Stock carries a dividend yield of 5.375%. On
maturity, each share of the Preferred Stock will convert, subject to adjustment, to between 3.0358 and 3.7037 shares
of common stock, depending on the then-current market price of the Company's common stock, representing a
conversion premium of approximately 22% over the stock offering price of $13.50 per share. Under certain
circumstances, the Preferred Stock may be converted prior to maturity at the option of the holders or the Company.
The common and preferred stock were issued under the Company's existing shelf registration statement.
In January 2004, the Company used approximately $246 of the net proceeds from the offerings to redeem the 1.80%
Convertible Subordinated Notes due 2004. The remaining proceeds will be used for general corporate purposes and
to further strengthen the Company's balance sheet and financial condition.
The Company will pay annual dividends on each share of the Series A Mandatory Convertible Preferred Stock in the
amount of $2.6875. Dividends will be cumulative from the date of issuance and will be payable on each payment
date to the extent that dividends are not restricted under the Company's credit facilities and assets are legally
available to pay dividends. The first dividend payment, which was declared on February 24, 2004, will be made on
March 15, 2004.
82
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Millions, Except Per Share Amounts)
Note 10: Incentive Plans
The 2002 Performance Incentive Plan ("2002 PIP Plan") was approved by the Company's stockholders in May 2002
and includes both stock and cash based incentive awards. The maximum number of shares of the Company's
common stock that may be granted under the 2002 PIP Plan is 12,500,000 shares, supplemented with additional
shares as defined in the 2002 PIP Plan document (excluding management incentive compensation performance
awards). The 2002 PIP Plan also limits the number of shares available with respect to awards made to any one
participant as well as limiting the number of shares available under certain awards. Awards made prior to the 2002
PIP Plan remain subject to the respective terms and conditions of the predecessor plans. Except as otherwise noted,
awards under the 2002 PIP Plan have terms similar to awards made under the respective predecessor plans.
Stock Options
Stock options are generally granted at the fair market value of the Company's common stock on the date of grant and
are exercisable as determined by the Compensation Committee of the Board of Directors (the "Committee").
Generally, options become exercisable between two and five years after the date of grant and expire ten years from
the grant date.
Following is a summary of stock option transactions during the three-year period ended December 31:
(Number of Shares in Millions)
Shares under option,
beginning of year
Options granted
Options exercised
Options cancelled
Shares under option,
end of year
Options exercisable
at year-end
2003
Weighted
Average
Exercise
Price
Shares
2002
Weighted
Average
Exercise
Price
Shares
2001
Weighted
Average
Exercise
Price
Shares
42.3
6.4
(0.1)
(6.7)
$29.35
$10.60
$10.49
$29.23
38.3
7.8
(2.8)
(1.0)
$28.82
$26.43
$14.24
$28.78
34.9
10.0
(5.2)
(1.4)
$24.95
$36.40
$15.00
$33.26
41.9
$26.60
42.3
$29.35
38.3
$28.82
20.8
$27.49
19.8
$25.16
20.2
$21.56
The following table summarizes information about stock options outstanding and exercisable at December 31, 2003:
(Number of Shares in Millions)
Range of
Exercise Prices
$ 9.12 to $14.99
$15.00 to $24.99
$25.00 to $34.99
$35.00 to $56.28
Number of
Shares
Outstanding
at 12/31/03
Weighted-
Average
Remaining
Contractual
Life
Weighted-
Average
Exercise
Price
Number of
Shares
Exercisable
at 12/31/03
Weighted-
Average
Exercise
Price
8.8
8.4
15.6
9.1
7.68
3.79
6.68
6.52
$11.09
$18.94
$31.26
$40.93
1.7
7.7
7.7
3.7
$11.12
$18.90
$32.93
$41.57
See Note 1 for pro forma disclosure of net income (loss) and earnings (loss) per share under SFAS 123.
Employee Stock Purchase Plan
Under the Employee Stock Purchase Plan ("ESPP"), employees may purchase common stock of the Company
through payroll deductions not exceeding 10% of their compensation. The price an employee pays for a share of
stock is 85% of the market price on the last business day of the month. The Company issued 900,000 shares,
900,000 shares and 800,000 shares in 2003, 2002 and 2001, respectively. An additional 12.4 million shares were
reserved for issuance at December 31, 2003.
83
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Millions, Except Per Share Amounts)
Restricted Stock
Restricted stock issuances are subject to certain restrictions and vesting requirements as determined by the
Committee. The vesting period is generally five to seven years. No monetary consideration is paid by a recipient for
a restricted stock award and the grant date fair value of these shares is amortized over the restriction periods. At
December 31, 2003, there was a total of 5.5 million shares of restricted stock outstanding. During 2003, 2002 and
2001, the Company awarded 0.5 million shares, 1.5 million shares and 1.5 million shares of restricted stock with a
weighted-average grant date fair value of $11.51, $29.11 and $32.09, respectively. The cost recorded for restricted
stock awards in 2003, 2002 and 2001 was $38.8, $50.0 and $48.5, respectively.
Performance Units
Performance units have been awarded to certain key employees of the Company and its subsidiaries. The ultimate
value of these performance units is contingent upon the annual growth in profits (as defined) of the Company, its
operating components or both, over the performance periods. The awards are generally paid in cash. The projected
value of these units is accrued by the Company and charged to expense over the performance period. The Company
expensed approximately $20, $15 and $45 in 2003, 2002 and 2001, respectively.
Note 11: Retirement Plans
Defined Benefit Pension Plans
Through March 31, 1998 the Company and certain of its domestic subsidiaries had a defined benefit plan
("Domestic Plan") which covered substantially all regular domestic employees. Effective April 1, 1998, this Plan
was curtailed and participants with five or less years of service became fully vested in the Domestic Plan.
Participants with five or more years of service as of March 31, 1998 retain their vested balances and participate in a
new benefit plan.
Under the amended plan, each participant's account is credited with an annual allocation, which approximates the
projected discounted pension benefit accrual (normally made under the Domestic Plan) plus interest, while they
continue to work for the Company. Participants in active service are eligible to receive up to ten years of allocations
coinciding with the number of years of plan participation with the Company after March 31, 1998.
Until the sale of NFO (see Note 3), the Company also maintained a defined benefit plan covering approximately one
half of NFO's US employees (the "NFO Plan").
The Company also has several foreign pension plans in which benefits are based primarily on years of service and
employee compensation. It is the Company's policy to fund these plans in accordance with local laws and income
tax regulations.
Excluding the net pension costs associated with NFO, which were $1.0 and $0.6 for 2002 and 2001, respectively, net
periodic pension costs for these plans included the following components:
Service cost
Interest cost
Expected return on plan assets
Amortization of unrecognized transition obligation
Amortization of prior service cost
Recognized actuarial loss (gain)
Net periodic pension cost
Domestic
Pension Plan
2001
2002
$ --
$ --
9.5
9.7
(10.6)
(9.1)
--
--
--
--
2.5
3.0
$ 1.6
$ 3.4
2003
$ --
9.1
(6.8)
--
--
5.6
$ 7.9
Foreign
Pension Plans
2001
2002
$ 10.4
$ 9.9
11.7
12.0
(10.7)
(10.3)
1.3
0.6
0.6
0.7
(0.6)
0.3
$ 12.7
$13.2
2003
$12.9
14.5
(9.2)
0.8
0.1
4.0
$23.1
84
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Millions, Except Per Share Amounts)
The weighted-average assumptions used to determine net cost were as follows:
Discount rate
Domestic
Pension Plan
2001
2002
2003
6.75% 7.25% 7.50%
Foreign
Pension Plans
2002
1.5%-10.0% 2.3%-10.0% 3.0%-10.0%
2003
2001
Rate of compensation increase
N/A
N/A
N/A
2.0%-10.0% 1.0%-10.0% 1.0%-10.0%
Expected return on plan assets
8.75% 9.00% 9.00%
0.3%-10.0% 0.3%-10.0% 2.0%-10.0%
The following table sets forth the change in the benefit obligation, the change in plan assets, the funded status and
amounts recognized for all pension plans in the Company's Consolidated Balance Sheet at December 31, 2003 and
2002:
Domestic
Pension Plan
2002
2003
Foreign
Pension Plans
2002
2003
Change in Benefit Obligations
Benefit obligation at January 1
Service cost
Interest cost
Benefits paid
Plan participant contributions
Plan amendments
Actuarial (gains) losses
Foreign currency effect
Discontinued operations - NFO
Other
Benefit obligation at December 31
Change in Plan Assets
Fair value of plan assets at January 1
Actual return on plan assets
Employer contributions
Plan participant contributions
Benefits paid
Foreign currency effect
Discontinued operations - NFO
Other
Fair value of plan assets at December 31
Reconciliation of Funded Status to
Total Amount Recognized
Funded status of the plans
Unrecognized net actuarial loss
Unrecognized prior service cost
Unrecognized transition cost
Net asset (liability) recognized
$150.8
--
9.1
(13.9)
--
0.4
8.3
--
(13.5)
--
141.2
90.3
14.5
--
--
(13.9)
--
(6.6)
--
84.3
(56.9)
58.6
0.4
--
$ 2.1
$147.5
0.7
10.3
(14.6)
--
--
6.9
--
--
--
150.8
112.8
(12.0)
4.1
--
(14.6)
--
--
--
90.3
(60.5)
70.5
0.1
--
$ 10.1
Amounts Recognized in Consolidated
Balance Sheet
Accrued Benefit Liability
Intangible Asset
Currency Translation Adjustment
Accumulated Other Comprehensive Income
Comprehensive Income
Net asset (liability) recognized
Refer to Note 12 for current period adjustment to comprehensive income.
$(56.9)
0.4
--
58.6
$ 2.1
$ (53.5)
--
--
63.6
$ 10.1
85
$244.4
12.9
14.5
(15.6)
2.6
--
23.1
21.1
--
3.9
306.9
122.3
25.0
16.5
2.6
(15.6)
14.6
--
0.2
165.6
(141.3)
79.6
0.5
0.7
$ (60.5)
$ (99.8)
0.4
5.1
33.8
$ (60.5)
$ 208.9
9.9
12.0
(10.4)
2.6
--
20.4
1.0
--
--
244.4
148.7
(22.4)
7.0
2.6
(10.4)
(4.5)
--
1.3
122.3
(122.1)
67.5
0.8
0.8
$ (53.0)
$ (98.7)
0.5
--
45.2
$ (53.0)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Millions, Except Per Share Amounts)
The weighted average assumptions were used in determining the Company's actuarial present value of the benefit
obligations were as follows:
Discount rate
Domestic
Pension Plan
2003
6.25%
2002
6.75%
Foreign
Pension Plans
2003
1.5% - 10.0%
2002
2.3% - 10.0%
Rate of compensation increase
N/A
N/A
2.0% - 10.0%
1.0% - 10.0%
The accumulated benefit obligation for the domestic plan was $141 and $149 at December 31, 2003 and 2002,
respectively. The accumulated benefit obligation for the foreign plans was $357 and $234 at December 31, 2003 and
2002, respectively.
As of December 31, the projected benefit obligation, accumulated benefit obligation and fair value of plan assets for
all plans with accumulated benefit obligations in excess of plan assets were:
Projected benefit obligation
Accumulated benefit obligation
Fair value of plan assets
Domestic
Pension Plan
2002
2003
$151
$141
$141
$ 84
$149
$ 90
Foreign
Pension Plans
2003
$306
$357
$165
2002
$240
$232
$116
The Company uses a measurement date of December 31. For the domestic plan, the primary investment goal is to
maximize total asset returns while ensuring the plan's assets are available to fund the plan's liabilities as they come
due. The plan's asset allocation is structured to meet a long-term targeted total return of 8.75% which, combined
with the Company's contributions, is intended to be sufficient to meet the ongoing nature of the plan's liabilities. The
plan's assets in aggregate and at the individual portfolio level are invested so that total portfolio risk exposure and
risk-adjusted returns best meet the plan's investment objectives.
The Company's domestic pension plan weighted-average target asset allocation for 2004 as well as the asset
allocations at December 31, 2003 and 2002, by asset category are as follows:
Asset Category
Equity securities
Fixed income
Real estate
Discontinued operations - NFO
Other
Total
Target Allocation
2004
50%
25%
10%
--%
15%
100%
Plan Assets
at December 31
2002
2003
55%
61%
25%
14%
9%
10%
7%
--%
4%
15%
100%
100%
For the domestic plans, the Company works with a consultant to develop the long-term rate of return assumptions
used to model and determine the overall asset allocation. The consultant's asset allocation committee makes
recommendations regarding asset class assumptions. Forecast returns are based on a combination of historical
returns, current market conditions and their forecast for the capital markets over the next 5-7 years. The consultant
analyzes the historic trends of asset class index returns since inception of the asset class over various market cycles
and economic conditions. Approximately 75% of the return assumption is based on historical information and 25%
is based on current or forward-looking information. All asset class assumptions are within certain bands around the
long-term historical averages. Certain asset classes, like core bonds, rely more on current market conditions to
determine their outlook. Current market conditions include the current yield on bonds and short-term instruments.
Correlations and standard deviations are based primarily on historical return patterns.
86
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Millions, Except Per Share Amounts)
Other Benefit Arrangements
The Company sponsors other defined contribution plans ("Savings Plans") and certain domestic subsidiaries
maintain a profit sharing plan ("Profit Sharing Plan") that cover substantially all domestic employees of the
Company and participating subsidiaries. The Savings Plans permit participants to make contributions on a pre-tax
and/or after-tax basis. The Savings Plans allow participants to choose among several investment alternatives. The
Company matches a portion of participants' contributions based upon the number of years of service. The Company
match is made in cash and ranges between 2-4% of salary. The Company contributed $26.1, $27.1 and $34.9 to the
Savings Plans and Profit Sharing Plan in 2003, 2002 and 2001, respectively.
The Company has deferred compensation arrangements which permit certain of its key officers and employees to
defer a portion of their salary and incentive compensation and receive corresponding company matching and
discretionary profit sharing contributions. The Company has purchased life insurance policies on participants' lives
to assist in the funding of the deferred compensation liability. As of December 31, 2003 and 2002, the cash
surrender value of these policies was approximately $137 and $121, respectively. Additionally, certain investments
are maintained in a separate trust for the purpose of paying the deferred compensation liability. The assets are held
on the balance sheet of the Company but are restricted to the purpose of paying the deferred compensation liability.
As of December 31, 2003 and 2002, the value of such restricted assets was approximately $88 and $82, respectively.
Postretirement Benefit Plans
The Company and its subsidiaries provide certain postretirement health care benefits for employees who were in the
employ of the Company as of January 1, 1988 and life insurance benefits for employees who were in the employ of
the Company as of December 1, 1961. The plans cover certain domestic employees and certain key employees in
foreign countries. The Company's plan covering postretirement medical benefits is self-insured with no maximum
limit of coverage.
The Company accrues the expected cost of postretirement benefits other than pensions over the period in which the
active employees become eligible for such postretirement benefits. Excluding the net periodic expense associated
with NFO, which was $0.5 and $0.4 for 2002 and 2001, respectively, the net periodic expense for these
postretirement benefits for 2003, 2002 and 2001 is as follows:
Service cost
Interest cost
Amortization of:
Transition obligation
Prior service cost
Actuarial (gain) loss
Total net periodic benefit cost
Other Postretirement Benefits
2002
$ 0.7
3.5
2003
$ 0.6
3.1
2001
$ 0.7
3.5
0.2
--
(0.1)
$ 3.8
0.1
--
--
$ 4.3
0.2
(0.9)
(0.2)
$ 3.3
The following table sets forth the change in benefit obligation, change in plan assets, funded status and amounts
recognized for the Company's postretirement benefit plans in the Consolidated Balance Sheet at December 31, 2003
and 2002:
Change in benefit obligation
Beginning obligation at January 1
Service cost
Interest cost
Participant contributions
Benefits paid
Plan amendments
Discontinued operations - NFO
Actuarial (gain) loss
Ending obligation at December 31
2003
2002
$ 52.0
0.6
3.1
1.1
(6.1)
--
(3.6)
15.0
62.1
$ 52.6
0.9
3.8
0.1
(4.9)
--
--
(0.5)
52.0
87
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Millions, Except Per Share Amounts)
Change in Plan Assets
Fair value of plan assets at January 1
Actual return on plan assets
Employer contributions
Participant contributions
Benefits paid
Fair value of plan assets at December 31
Reconciliation of Funded Status to Total Amount Recognized
Funded status of the plans
Unrecognized net actuarial gain/(loss)
Unrecognized prior service cost
Unrecognized net transition obligation
2003
2002
--
--
5.0
1.1
(6.1)
--
(62.1)
10.1
--
1.4
--
--
4.8
0.1
(4.9)
--
(52.0)
(3.5)
(0.3)
1.5
Net liability recognized
$(50.6)
$(54.3)
Amounts Recognized in the Consolidated Balance Sheet
Accrued Benefit Liability
Net liability recognized
2003
$(50.6)
2002
$(54.3)
$(50.6)
$(54.3)
In determining the accumulated postretirement benefit obligation, the Company uses the following assumption rates:
Weighted-Average Assumption as of December 31
Discount rate
Healthcare cost trend rate assumed for next year
Initial rate (weighted average)
Year ultimate is reached
Ultimate rate
2003
6.25%
10.0%
2012
5.50%
2002
6.75%
10.0%
2012
5.50%
Assumed healthcare cost trend rates have a significant effect on the amounts reported for the healthcare plans. A
one-percentage-point change in assumed healthcare cost trend rates would have the following effects:
Effect of a one percentage point increase in assumed health care cost trend
-- on total service and interest cost components
-- on postretirement benefit obligation
Effect of a one percentage point decrease in assumed health care cost trend
-- on total service and interest cost components
-- on postretirement benefit obligation
Cash Flows
$ 0.2
$ 3.9
$(0.2)
$(3.5)
Contributions
The Company contributed $30.0 to its domestic pension plan in February 2004. The Company expects to contribute
$5.3 to its other postretirement benefit plan in 2004. Other than these amounts, the Company does not expect to
make any other contributions to its postretirement benefits plans or its domestic pension plan in 2004
88
2001
$(534.5)
(87.3)
(9.3)
3.9
(5.4)
0.5
(0.2)
--
--
94.8
(39.8)
(0.3)
0.1
55.1
$(572.1)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Millions, Except Per Share Amounts)
Note 12: Comprehensive Income
Accumulated other comprehensive income (loss) amounts are reflected in the Consolidated Financial Statements as
follows:
Net income (loss)
2003
$(451.7)
2002
$ 99.5
Foreign currency translation adjustment
141.6
123.7
Adjustment for minimum pension liability:
Adjustment for minimum pension liability
Tax benefit (expense)
Adjustment for minimum pension liability
Unrealized holding gain (loss) on securities:
Unrealized holding gains
Tax expense
Unrealized holding losses
Tax benefit
Reclassification of unrealized loss to net earnings
Tax benefit
16.4
(5.5)
10.9
(67.4)
22.3
(45.1)
19.9
(8.2)
(9.8)
4.1
--
--
7.8
(3.2)
(15.2)
6.2
--
--
--
--
(4.4)
Reclassification of unrealized gains to net earnings
Tax expense
Unrealized holding gain (loss) on securities
--
--
6.0
Comprehensive income (loss)
$(293.2)
$173.7
As of December 31, accumulated other comprehensive loss as reflected in the Consolidated Balance Sheet is as
follows:
Foreign currency translation adjustment
Adjustment for minimum pension liability
Unrealized holding gain (loss) on securities
Accumulated other comprehensive loss
Note 13: Derivative and Hedging Instruments
2003
$(159.1)
(58.2)
2.2
$(215.1)
2002
$(300.7)
(69.1)
(3.8)
$(373.6)
2001
$(424.4)
(24.0)
0.6
$(447.8)
The Company enters into interest rate swaps, hedges of net investments in foreign operations and forward contracts.
Interest Rate Swaps
As of December 31, 2003, the Company had no outstanding interest rate swap agreements.
During 2002, the Company had outstanding interest rate swap agreements covering $400.0 of the $500.0, 7.875%
notes due October 2005. The swaps had the same term as the debt and effectively converted the fixed rate on the
debt to a variable rate based on 6 month LIBOR. The swaps were accounted for as hedges of the fair value of the
related debt and were recorded as an asset or liability as appropriate.
As of December 31, 2002, the Company had terminated all of the interest rate swap agreements covering the $500.0,
7.875% notes due October 2005. In connection with the termination of the interest rate swap agreements transaction,
the Company received $45.7 in cash which will be recorded as an offset to interest expense over the remaining life
of the related debt.
89
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Millions, Except Per Share Amounts)
Hedges of Net Investments
As of December 31, 2003, the Company had no loans designated as hedges of net investments.
The Company has significant foreign operations and conducts business in various foreign currencies. In order to
hedge the value of its investments in Japan, the Company had designated the Yen borrowings under its $375.0
Revolving Credit Facility (in the amount of $36.5) as a hedge of its net investment. The amount deferred in 2002
was not material.
On August 15, 2003, the Company repaid $36.5 Yen borrowing under its $375.0 Revolving Credit Facility that had
been designated as a hedge of a net investment.
Forward Contracts
The Company has entered into foreign currency transactions in which foreign currencies (principally the Euro,
Pounds and the Yen) are bought or sold forward. The contracts were entered into to meet currency requirements
arising from specific transactions. The changes in value of these forward contracts were reflected in the Company's
Consolidated Statement of Operations. As of December 31, 2002 the Company had contracts covering
approximately $37 of notional amount of currency and the fair value of the forward contracts was a gain of $5.1. As
of December 31, 2003, the Company had contracts covering $2.4 of notional amount of currency and the fair value
of the forward contracts was negligible.
Other
The Company has two embedded derivative instruments under the terms of the offering of Zero-Coupon Notes as
discussed in Note 8. At December 31, 2002, the fair value of the two derivatives was negligible. As of April 2003,
substantially all of the Zero-Coupon Notes were redeemed. In connection with the issuance and sale of the 4.5%
Convertible Senior Notes in March 2003, two embedded derivatives were created. The fair value of the two
derivatives on December 31, 2003 was negligible.
As discussed in Note 3, the Company has entered into various put and call options related to acquisitions. The
exercise price of such options is generally based upon the achievement of projected operating performance targets
and approximate fair value.
Note 14: Financial Instruments
Financial assets, which include cash and cash equivalents, investments and receivables, have carrying values which
approximate fair value. Marketable securities are mainly available-for-sale as defined by SFAS 115, and accordingly
are reported at fair value with net unrealized gains and losses reported as a component of other comprehensive
income. The estimated fair value amounts have been determined using available market information and appropriate
valuation methodologies.
The Company's off-balance sheet financial instruments consisted of interest-rate swap agreements and foreign
currency forward contracts as discussed in Note 13. The fair value of interest rate swap agreements was estimated
based on quotes from the market makers of these instruments and represents the estimated amounts that the
Company would expect to receive or pay to terminate the agreements at the reporting date. The fair values
associated with the foreign currency contracts were estimated by valuing the net position of the contracts using the
applicable spot rates and forward rates as of the reporting date.
The following table summarizes net unrealized holding gains and losses before taxes of the Company's investments
carried on the cost method, at December 31:
Cost
Unrealized:
- Gains
- Losses
Net unrealized gains (losses)
Fair market value
2003
2002
2001
$147.0
$169.0
$176.3
4.1
--
4.1
$151.1
--
(6.0)
(6.0)
$163.0
1.4
--
1.4
$177.7
90
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Millions, Except Per Share Amounts)
Unrealized holding gains (losses), net of tax, were $2.2, $(3.8) and $0.6 at December 31, 2003, 2002 and 2001,
respectively.
Financial liabilities with carrying values approximating fair value include accounts payable and accrued expenses, as
well as short-term bank borrowings.
As of December 31, the fair value of the Company's significant borrowings was as follows:
Convertible Subordinated Notes - 1.87%
Convertible Subordinated Notes - 1.80%
Senior Unsecured Note - 7.875%
Senior Unsecured Note - 7.25%
Convertible Senior Notes - 4.5%
Zero-Coupon Convertible Notes
2003
Book
Value
$337.5
$244.1
$522.1
$500.0
$800.0
$ --
Fair
Value
$ 336.6
$ 244.5
$ 535.0
$ 542.5
$1,224.0
$ --
2002
Book
Value
$328.5
$236.1
$533.7
$500.0
$ --
$581.0
Fair
Value
$278.0
$219.4
$485.0
$475.0
$ --
$551.9
The fair value of long-term debt instruments is based on market prices for debt instruments with similar terms and
maturities.
Note 15: Segment Information
At December 31, 2003, the Company is organized into four global operating groups together with several stand-
alone agencies. The four global operating groups are: a) McCann; b) FCB; c) The Partnership and d) SEG. Each of
the four groups and the stand-alone agencies has its own management structure and reports to senior management of
the Company on the basis of this structure. McCann, FCB and The Partnership provide a full complement of global
marketing services including advertising and media management, marketing communications including direct
marketing, public relations, sales promotion, event marketing, online marketing and healthcare marketing in addition
to specialized marketing services. The stand-alone agencies include Weber Shandwick Worldwide, Initiative Media,
Campbell-Ewald, Hill Holliday and Deutsch, which provide advertising and/or marketing communication services.
SEG includes OWW (for sports marketing), Motorsports, and Jack Morton Worldwide (for specialized marketing
services including corporate events, meetings and training/learning).
On July 10, 2003, the Company completed the sale of its NFO research unit to TNS. See Note 3. The results of NFO
are classified as discontinued operations in accordance with SFAS 144, and, accordingly the results of operations
and cash flow have been removed from the Company's results of continuing operations and cash flow for all periods
presented in the document. NFO had been part of the AMS global operating group which, as a result of the sale of
NFO, was disbanded and its remaining components (principally Weber Shandwick) became stand-alone agencies.
All groups operate with the same business objective which is to provide clients with a wide variety of services that
contribute to the delivery of a message and to the maintenance or creation of a brand. However, the Partnership and
the components of AMS historically had lower gross margins than the Company average. The global operating
groups and the stand-alone agencies share numerous clients, have similar cost structures, provide services in a
similar fashion and draw their employee base from the same sources. The annual margins of each of the groups may
vary due to global economic conditions, client spending and specific circumstances such as the Company's
restructuring activities. However, based on the respective future prospects of McCann, FCB, The Partnership and the
stand-alone agencies, the Company believes that the long-term average gross margin of each of these entities will
converge over time and, given the similarity of the operations, the four groups and the stand-alone agencies have
been aggregated. SEG has different margins to the remaining four groups and, given current projections, the
Company believes that the margins for this operating segment will not converge with the remaining entities.
SEG revenue is not material to the Company as a whole. However, in 2002 due to the recording of long-lived asset
impairment charges, the operating difficulties and resulting higher costs from its motorsports business, the Company
incurred a significant operating loss. Based on the fact that the book value of long-lived assets relating to
Motorsports and other substantial contractual obligations may not be fully recoverable, the Company no longer
expects that margins of SEG will converge with those of the rest of the Company. Accordingly, the Company began
to report SEG as a separate reportable segment.
91
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Millions, Except Per Share Amounts)
Accordingly, in accordance with Statement of Financial Accounting Standards No. 131, Disclosures about Segments
of an Enterprise and Related Information, the Company has two reportable segments. The accounting policies of the
reportable segments are the same as those described in the summary of significant accounting policies. Management
evaluates performance based upon operating earnings before interest and income taxes.
Summarized financial information concerning the Company's reportable segments is shown in the following table:
2003
Revenue
Operating income (loss)
Total assets
Goodwill
Depreciation and amortization of fixed assets
Capital expenditures
2002
Revenue
Operating income (loss)
Total assets
Goodwill
Depreciation and amortization of fixed assets
Capital expenditures
2001
Revenue
Operating loss
Total assets
Goodwill
Depreciation and amortization of fixed assets
Capital expenditures
IPG
(excl. SEG)
$ 5,435.3
361.7
12,004.4
3,192.0
180.7
$ 139.3
$ 5,357.9
532.9
11,215.9
3,057.2
173.4
$ 130.6
$ 5,918.1
(288.3)
10,735.0
2,629.0
183.0
$ 233.0
SEG
$ 428.1
(309.5)
230.1
118.6
12.1
$ 27.7
$ 379.6
(173.9)
577.8
319.9
17.4
$ 40.8
$ 434.6
21.8
640.3
365.3
15.1
$ 24.5
Consolidated
Total
$ 5,863.4
52.2
12,234.5
3,310.6
192.8
$ 167.0
$ 5,737.5
359.0
11,793.7
3,377.1
190.8
$ 171.4
$ 6,352.7
(266.5)
11,375.3
2,994.3
198.1
$ 257.5
A reconciliation of information between reportable segments and the Company's consolidated pre-tax earnings is
shown in the following table:
Total operating income (loss) for reportable segments
Interest expense
Debt repayment penalty
Interest income
Other income
Investment impairments
Litigation charges
Income (loss) before income taxes
2003
$ 52.2
(172.8)
(24.8)
38.9
50.0
(84.9)
(127.6)
$(269.0)
2002
$359.0
(145.6)
--
29.8
7.9
(39.7)
--
$211.4
2001
$(266.5)
(164.6)
--
41.8
13.7
(210.8)
--
$(586.4)
92
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Millions, Except Per Share Amounts)
Long-lived assets and revenue are presented below by major geographic area:
Long-Lived Assets:
United States
International
United Kingdom
All Other Europe
Asia Pacific
Latin America
Other
Total International
Deferred Income Taxes
Total Consolidated
Revenue:
United States
International
United Kingdom
All Other Europe
Asia Pacific
Latin America
Other
Total International
Total Consolidated
2003
2002
2001
$2,411.1
$2,652.2
$2,405.7
395.8
1,126.5
179.0
148.3
279.6
2,129.2
344.5
$4,884.8
535.7
1,238.4
163.5
179.2
192.5
2,309.3
509.9
$5,471.4
667.9
943.0
172.4
189.4
150.4
2,123.1
495.0
$5,023.8
$3,284.2
$3,313.6
$3,708.0
599.1
1,094.0
420.1
233.9
232.1
2,579.2
$5,863.4
584.5
986.8
384.7
266.4
201.5
2,423.9
$5,737.5
615.8
1,024.6
439.0
345.6
219.7
2,644.7
$6,352.7
Revenue is attributed to geographic areas based on where the services are performed. Property and equipment is
allocated based upon physical location. Intangible assets, other assets and investments are allocated based on the
location of the related operation.
The largest client of the Company contributed approximately 8% in 2003, 8% in 2002 and 7% in 2001 to revenue.
The Company's second largest client contributed approximately 3% in 2003, 3% in 2002 and 2% in 2001 to revenue.
Note 16: Commitments and Contingencies
Leases
The Company and its subsidiaries lease certain facilities and equipment. Gross rental expense amounted to $447.4
for 2003, $433.7 for 2002 and $450.2 for 2001, which was reduced by sublease income of $30.9 in 2003, $24.5 in
2002 and $29.9 in 2001. Where leases contain escalation clauses or other concessions, the impact of such
adjustments is recognized on a straight-line basis over the minimum lease period.
Minimum rental commitments for the rental of office premises and equipment under noncancellable leases, some of
which provide for rental adjustments due to increased property taxes and operating costs for 2004 and thereafter, are
as follows:
Period
2004
2005
2006
2007
2008
2009 and thereafter
Amount
$ 317.0
$ 279.9
$ 244.3
$ 214.3
$ 196.5
$1,055.6
93
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Millions, Except Per Share Amounts)
Acquisitions-Related Commitments
Certain of the Company's acquisition agreements provide for deferred payments by the Company, contingent upon
future revenues or profits of the companies acquired. Additionally, the Company has entered into put option
agreements which are also contingent upon future revenues or profits. Contingent amounts under acquisition
deferred payments, put options, in the event of exercise at the earliest exercise date, and other payments are $293
(including cash and stock) assuming the full amount due under these acquisition agreements is paid.
Tax Matters
On April 21, 2003, the Company received a notice from the Internal Revenue Service ("IRS") proposing
adjustments to the Company's taxable income that would result in additional taxes, including conforming
adjustments to state and local returns, of $41.5 (plus interest) for the taxable years 1994 to 1996. The Company
believes that the tax positions that the IRS has challenged comply with applicable law, and it intends to defend those
positions vigorously. The Company filed a Protest with the IRS Appeals Office on July 21, 2003. Although the
ultimate resolution of these matters will likely require the Company to pay additional taxes, any such payments will
not have a material effect on the Company's financial position, cash flows or results of operations.
The IRS commenced its examination of the Company's 1997 to 2002 income tax returns in February 2004. In an
attempt to become more current, the IRS is examining these multiple years in the normal course.
The Company and certain of its subsidiaries are party to various other tax examinations, some of which have
resulted in assessments. The Company intends to vigorously defend any and all assessments and believes that
additional taxes (if any) that may ultimately result from the settlement of such assessments or open examinations
would not have a material adverse effect on the Company's financial position, cash flows or results of operations.
Legal Matters
Federal Securities Class Actions
Thirteen federal securities purported class actions were filed against the Company and certain of its present and
former directors and officers by a purported class of purchasers of the Interpublic stock shortly after the Company's
August 13, 2002 announcement regarding the restatement of its previously reported earnings for the periods January
1, 1997 through March 31, 2002. These actions, which were all filed in the United States District Court for the
Southern District of New York, were consolidated by the court and lead counsel was appointed for all plaintiffs on
November 8, 2002. A consolidated amended complaint was filed on January 10, 2003. The purported class consists
of Interpublic shareholders who purchased Interpublic stock in the period from October 1997 to October 2002.
Specifically, the consolidated amended complaint alleges that the Company and certain of its present and former
directors and officers allegedly made misleading statements to its shareholders between October 1997 and October
2002, including the alleged failure to disclose the existence of additional charges that would need to be expensed
and the lack of adequate internal financial controls, which allegedly resulted in an overstatement of the Company's
financial results during those periods. The consolidated amended complaint alleges that such false and misleading
statements constitute violations of Sections 10(b) and 20(a) of the Exchange Act of 1934 and Rule 10b-5
promulgated thereunder. The consolidated amended complaint also alleges violations of Sections 11 and 15 of the
Securities Act of 1933, as amended (the "Securities Act") in connection with the Company's acquisition of True
North on behalf of a purported class of True North shareholders who acquired Interpublic stock. No amount of
damages is specified in the consolidated amended complaint. On February 6, 2003, defendants filed a motion to
dismiss the consolidated amended complaint in its entirety. On February 28, 2003, plaintiffs filed their opposition to
defendants' motion and, on March 14, 2003, defendants filed their reply to plaintiff's opposition to defendants'
motion. On May 29, 2003, the United States District Court for the Southern District of New York denied the motion
to dismiss as to the Company and granted the motion, in part, as to the present and former directors and officers
named in the consolidated amended complaint. On June 30, 2003, defendants filed an answer to the consolidated
amended complaint. On November 6, 2003, the Court granted plaintiffs' motion to certify a class consisting of
persons who purchased Interpublic stock between October 28, 1997 and October 16, 2002 and a class consisting of
persons who acquired shares of Interpublic stock in exchange for shares of True North.
94
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Millions, Except Per Share Amounts)
On December 2, 2003, the Company reached an agreement in principal to settle the consolidated class action
shareholder suits currently pending in federal district court in New York. The settlement is subject to the execution
of a final settlement agreement and to approval by the court. Under the terms of the proposed settlement, the
Company will pay $115 million, of which $20 million will be paid in cash and $95 million will be paid in shares of
its common stock at a value of $14.50 per share. The Company also agreed that, should the price of its common
stock fall below $8.70 per share before final approval of the settlement, the Company will either, at its sole
discretion, issue additional shares of common stock or pay cash so that the consideration for the stock portion of the
settlement will have a total value of $57.
State Securities Class Actions
Two state securities purported class actions were filed against the Company and certain of its present and former
directors and officers by a purported class of purchasers of the Company stock shortly after the Company's
November 13, 2002 announcement regarding the restatement of its previously reported earnings for the periods
January 1, 1997 through March 31, 2002. The purported classes consist of Interpublic shareholders who acquired
Interpublic stock on or about June 25, 2001 in connection with the Company's acquisition of True North. These
lawsuits allege that the Company and certain of its present and former directors and officers allegedly made
misleading statements in connection with the filing of a registration statement on May 9, 2001 in which the
Company issued 67,644,272 shares of its common stock for the purpose of acquiring True North, including the
alleged failure to disclose the existence of additional charges that would need to be expensed and the lack of
adequate internal financial controls, which allegedly resulted in an overstatement of the Company's financial results
at that time. The suits allege that such misleading statements constitute violations of Sections 11 and 15 of the
Securities Act of 1933. No amount of damages is specified in the complaints. These actions were filed in the Circuit
Court of Cook County, Illinois. On December 18, 2002, defendants removed these actions from Illinois state court to
the United States District Court for the Northern District of Illinois. Thereafter, on January 10, 2003, defendants
moved to transfer these two actions to the Southern District of New York. Plaintiffs moved to remand these actions.
On April 15, 2003, the United States District Court for the Northern District of Illinois granted plaintiffs' motions to
remand these actions to Illinois state court and denied defendants' motion to transfer. On June 18, 2003, the
Company moved to dismiss and/or stay these actions. In June 2003, plaintiffs withdrew the complaint for one of
these actions. On September 10, 2003, the Illinois state court stayed the remaining actions and on September 24,
2003, plaintiffs filed a notice that they will appeal the stay. On February 10, 2004, plaintiffs voluntarily dismissed
their appeal.
Derivative Actions
On September 4, 2002, a shareholder derivative suit was filed in New York Supreme Court, New York County, by a
single shareholder acting on behalf of the Company against the Board of Directors and against the Company's
auditors. This suit alleged a breach of fiduciary duties to Interpublic's shareholders. On November 26, 2002, another
shareholder derivative suit, alleging the same breaches of fiduciary duties, was filed in New York Supreme Court,
New York County. The plaintiffs from these two shareholder derivative suits filed an Amended Derivative
Complaint on January 31, 2003. On March 18, 2003, plaintiffs filed a motion to dismiss the Amended Derivative
Complaint without prejudice. On April 16, 2003, the Amended Derivative Complaint was dismissed without
prejudice. On February 24, 2003, plaintiffs also filed a Shareholders' Derivative Complaint in the United States
District Court for the Southern District of New York. On May 2, 2003, plaintiffs filed an Amended Derivative
Complaint. This action alleges the same breach of fiduciary duties claim as the state court actions, and adds a claim
for contribution and forfeiture against two of the individual defendants pursuant to Section 21D of the Exchange Act
and Section 304 of the Sarbanes-Oxley Act. On July 11, 2003, plaintiffs filed a Second Amended Derivative
Complaint, asserting the same claims. The complaint does not state a specific amount of damages. On August 12,
2003, defendants moved to dismiss this action.
On January 26, 2004, the Company reached an agreement in principal to settle this derivative action pending
completion of the settlement of the class action shareholder suits currently pending in federal district court in New
York. The settlement is subject to the execution of a definitive settlement agreement and to approval from the
federal district court judge.
95
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Millions, Except Per Share Amounts)
The settlement of the actions discussed above are still pending and is expected to take several months. To effect this
settlement, confirmatory discovery will need to be taken, and the terms of the settlements will have to be approved
by the court. The Company cannot give any assurances that the proposed settlement will receive the approval of the
court or as to the amount or type of consideration that the Company might agree to pay in connection with any
settlement but has accrued an amount reflecting its estimate of amounts expected to be paid.
Other Legal Matters
The Company is involved in other legal and administrative proceedings of various types. While any litigation
contains an element of uncertainty, the Company has no reason to believe that the outcome of such proceedings or
claims will have a material adverse effect on the Company's financial position, cash flows or results of operations.
Litigation Charges
During 2003, the Company recorded litigation charges of $127.6 for various legal matters, of which $115 relates to a
tentative settlement of the shareholder suits discussed above. The settlement is subject to the execution of a
definitive settlement agreement and to approval from the federal district court judge. Under the terms of the
proposed settlement, the Company will pay $115, of which $20 will be paid in cash and $95 will be paid in shares of
the Company's common stock at an estimated value of $14.50 per share (which translates into 6,551,725 shares). In
the event that the price of the Company's common stock falls below $8.70 per share before final approval of the
settlement, the Company will either, at its sole discretion, issue additional shares of common stock or pay cash so
that the consideration for the stock portion of the settlement will have a total value of $57. The ultimate amount of
the litigation charge related to the settlement will depend upon the Company's stock price at the time a settlement is
concluded. The Company believes that, if the settlement is concluded as expected, the amounts accrued would be
adequate to cover all pending shareholder suits.
SEC Investigation
The Company was informed in January 2003 by the Securities and Exchange Commission staff that the SEC has
issued a formal order of investigation related to the Company's restatements of earnings for periods dating back to
1997. The matters had previously been the subject of an informal inquiry. The Company is cooperating fully with
the investigation.
Other Contingencies
The Company continues to have commitments under certain leasing and motorsports event contractual arrangements
at the Silverstone circuit. As of December 31, 2003, the Company is committed to remaining payments under these
arrangements of approximately $460. This amount relates to undiscounted payments through 2015 principally under
an executory contract and an operating lease and assumes payments over the maximum remaining term of the
relevant agreements. This estimated amount has not been reduced by any future revenues to be generated from the
arrangements. The Company is continuing to explore various options with respect to these commitments, at least
one of which may involve a cash disbursement in the order of $200. The Company has obtained amendments of
certain definitions contained in its Revolving Credit Agreements (as discussed in Note 8) to reduce the impact of
such cash disbursement and the resulting accounting charge on its financial covenant calculations.
At December 31, 2003, the Company had contingent obligations under guarantees of certain obligations of its
subsidiaries ("parent company guarantees"). The amount of such parent company guarantees was approximately
$658 and relates principally to lines of credit, guarantees of certain media payables and operating leases of certain
subsidiaries. In the event of non-payment by the subsidiary of the obligations covered by the guarantee, the
Company would be obliged to pay the amounts. As of December 31, 2003, there are no assets pledged as security
for amounts owed or guaranteed.
96
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in Millions, Except Per Share Amounts)
Note 17: Subsequent Events
Sale of Motorsports Circuits
As discussed in Note 5, on January 12, 2004, the Company completed the sale of a business comprising the four
owned motorsports circuits in the UK.
Declaration of Dividend on Preferred Stock
On February 24, 2004, the Company's Board of Directors declared a dividend of $0.642 per share on its outstanding
Preferred Stock. The dividend is payable in cash on March 15, 2004 to any stockholder of record at the close of
business on March 1, 2004. This will result in total dividend payments of approximately $5.
Redemption of 1.80% Convertible Notes Due 2004
In January 2004, the Company redeemed the 1.80% Convertible Subordinated Notes due 2004 at an aggregate
amount of $246.
97
RESULTS BY QUARTER (UNAUDITED)
(Amounts in Millions, Except Per Share Amounts)
First Quarter
2003
2002
Second Quarter
2002
2003
Third Quarter
2002(2)
2003(1)
Fourth Quarter
2003
2002
Revenue
$1,315.7
$1,319.0
$1,499.4
$1,490.4
$1,418.9
$1,386.8
$1,629.4
$1,541.3
Salaries and related expenses
Office and general expenses
Amortization of intangible assets
Restructuring and other
merger-related costs
Long-lived asset impairment
and other charges
Income (loss) from operations
Interest expense
Debt prepayment penalty
Interest income
Other income, net
Investment impairment
Litigation charges
Income (loss) before
provision for income taxes
Provision for (benefit of)
income taxes
Income applicable to minority
interests
Equity in net income (loss) of
unconsolidated affiliates
Net equity interests
Income of consolidated companies
from continuing operations
Discontinued operations, net of tax
854.7
425.9
3.2
--
821.7
373.5
1.8
--
878.4
459.6
4.1
94.4
839.2
435.9
2.6
--
810.9
506.6
1.8
48.0
813.2
519.0
2.1
12.1
907.8
493.5
2.2
33.2
875.9
552.0
2.4
--
11.1
20.8
--
122.0
11.0
51.9
--
212.7
222.7
(171.1 )
118.7
(78.3)
42.1
150.6
8.4
102.6
(38.8)
--
7.9
(0.2)
(2.7)
--
(35.3)
--
6.9
0.3
--
--
(46.1 )
--
10.2
0.3
(9.8)
--
(36.9)
--
8.1
6.6
(16.2)
--
(43.5 )
(24.8 )
9.5
1.2
(29.7 )
(127.6)
(36.7)
--
5.9
2.7
(4.9)
--
(44.4 )
--
11.3
48.7
(42.7 )
--
(36.7)
--
8.9
(1.7)
(18.6)
--
(13.0)
93.9
6.5
174.3
(386.0)
(111.3)
123.5
54.5
(5.6)
(0.6)
35.3
(3.3)
22.4
67.3
19.5
(23.0)
217.7
(8.4 )
(10.9)
(10.4 )
(7.9)
(11.5 )
38.3
(8.4)
(3.2)
(3.8)
0.8
(2.5)
1.3
(7.1 )
2.5
(8.4)
(0.3 )
(10.7)
(0.2)
(8.1)
3.2
(8.3)
1.9
(6.5)
(11.2)
2.6
56.1
3.7
(23.0 )
9.5
98.6
10.4
(416.2 )
89.1
(96.4)
6.8
(102.5 )
--
9.7
10.6
Net income (loss)
$ (8.6)
$ 59.8
$ (13.5)
$ 109.0
$ (327.1)
$ (89.6)
$ (102.5 )
$ 20.3
Per share data:
Basic EPS from continuing
operations
Diluted EPS from continuing
operations
Basic EPS from discontinued
operations
Diluted EPS from discontinued
operations
Basic EPS
Diluted EPS
Cash dividends per
share - Interpublic
Weighted-average shares:
Basic
Diluted
$ (0.03)
$ 0.15
$ (0.06 )
$ 0.26
$ (1.08 )
$ (0.26)
$ (0.26 )
$ 0.03
$ (0.03)
$ 0.15
$ (0.06 )
$ 0.26
$ (1.08 )
$ (0.26)
$ (0.26 )
$ 0.03
$ 0.01
$ 0.01
$ 0.02
$ 0.03
$ 0.23
$ 0.02
$ --
$ 0.03
$ 0.01
$ 0.01
$ 0.02
$ 0.03
$ 0.23
$ 0.02
$ --
$ 0.03
$ (0.02)
$ (0.02)
$ 0.16
$ 0.16
$ (0.04 )
$ (0.04 )
$ 0.29
$ 0.29
$ (0.85 )
$ (0.85 )
$ (0.24)
$ (0.24)
$ (0.26 )
$ (0.26 )
$ 0.05*
$ 0.05*
$ --
$ 0.095
$ --
$ 0.095
$ --
$ 0.095
$ --
$ 0.095
381.8
381.8
373.0
379.8
384.3
384.3
375.7
382.4
385.8
385.8
377.3
377.3
390.3
390.3
378.3
381.8
Stock price:
High
Low
* Does not foot due to rounding.
(1) The third quarter of 2003 reflects impairment charges of $222.7 related, principally, to OWW, litigation charges of $127.6, together
with a $48.7 tax charge to increase valuation allowances. Additionally, a gain on sale of discontinued operations was recorded of $89.1.
(2) The third quarter of 2002 reflects impairment charges of $118.7 related to Motorsports.
$ 16.41
$ 13.55
$ 34.56
$ 27.20
$ 14.55
$ 9.30
$ 34.89
$ 23.51
$ 24.67
$ 13.40
$ 15.44
$ 12.94
$ 15.38
$ 8.01
$ 17.05
$ 11.25
98
Report of Independent Auditors on
Financial Statement Schedule II Valuation and Qualifying Accounts
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 March 12, 2004, appearing in this
Annual Report on Form 10-K also included an audit of the Financial Statement Schedule II Valuation and
Qualifying Accounts listed in Item 8 of this Form 10-K. In our opinion, this financial statement schedule presents
fairly, in all material respects, the information set forth therein when read in conjunction with the related
consolidated financial statements.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
New York, New York
March 12, 2004
99
SCHEDULE II - 1 of 2
THE INTERPUBLIC GROUP OF COMPANIES, INC. AND ITS SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
For the Years Ended December 31, 2003, 2002 and 2001
(Dollars in Millions)
COLUMN A
COLUMN B
COLUMN C
COLUMN D
COLUMN E
COLUMN F
Additions/(Deductions)
Description
Balance at
Beginning
of Period
Charged to
Costs &
Expenses
Charged
to Other
Accounts-
Describe
Deductions-
Describe
Balance
at End
of Period
Allowance for Doubtful Accounts - deducted from Receivables in the Consolidated Balance Sheet:
2003
2002
2001
$139.8
$28.5
$ 90.7
$76.6
$ 85.7
$62.8
$8.5 (1)
(1.9) (2)
$0.1 (1)
(0.7) (2)
17.2 (3)
$1.1 (1)
0.7 (2)
$(2.3) (4)
(32.3) (5)
(6.9) (6)
$(45.0) (5)
0.9 (6)
$(58.3) (5)
(1.3) (6)
$133.4
$139.8
$ 90.7
(1) Allowance for doubtful accounts of acquired and newly consolidated companies.
(2) Miscellaneous.
(3) Reclassifications.
(4) Sale of NFO.
(5) Principally amounts written off.
(6) Foreign currency translation adjustment.
100
SCHEDULE II - 2 of 2
THE INTERPUBLIC GROUP OF COMPANIES, INC. AND ITS SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
For the Years Ended December 31, 2003, 2002 and 2001
(Dollars in Millions)
COLUMN A
COLUMN B
COLUMN C
COLUMN D
COLUMN E
COLUMN F
Additions/(Deductions)
Description
Balance at
Beginning
of Period
Charged to
Costs &
Expenses
Charged
to Other
Accounts-
Describe
Deductions-
Describe
Valuation Allowance - deducted from Deferred Income Taxes on the Consolidated Balance Sheet:
2003
2002
2001
$69.3
$41.8
$23.2
$84.4
$27.5
$18.6
$17.3 (1)
--
--
--
--
--
Balance
at End
of Period
$171.0
$69.3
$41.8
(1) Included in discontinued operations related to NFO.
101
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Not applicable.
Item 9A. Controls and Procedures
As previously disclosed, in prior years senior management and the Company's Audit Committee were informed by
the Company's independent auditors that they considered that there was a "material weakness" (as defined under
standards established by the American Institute of Certified Public Accountants) relating to the processing and
monitoring of inter-company transactions. This material weakness, together with other deficiencies associated with
a lack of balance sheet monitoring, if unaddressed, could result in errors in the Company's Consolidated Financial
Statements. The Company has implemented certain systematic processes, which have been in place for the last five
months of 2003, coupled with its existing manual controls, give the Company the ability to monitor this inter-
company activity to ensure the integrity of the Consolidated Financial Statements for the year ended December 31,
2003. Management will continue to monitor these processes to ensure that they are working as prescribed.
Management continues its focus on balance sheet analysis and will further develop and enhance system-wide
monitoring controls to allow it to mitigate the risk that material accounting errors might go undetected and be
included in its Consolidated Financial Statements. The Company will also continue to increase and upgrade its
accounting and financial reporting resources across all of its entities. The Company's management believes that a
"material weakness" persists with respect to these matters, notwithstanding the remedial action undertaken with
respect to inter-company transactions. The Company's independent auditors concur with management's assessment.
The Company has also taken various other steps to establish effective control procedures and to maintain the
accuracy of its financial disclosures, including the following:
• Meeting with management of the Company's financial and operating units to ensure their understanding of the
procedures to be followed and requirements to be met prior to executing the certification letters that
accompany the financial statements they submit;
• Requiring code of conduct compliance certifications by all significant management of the Company and its
subsidiaries prior to submission of financial statements;
• Creating a centralized Project Management Office, charged with monitoring and preparing management to
report on the Company's internal control over financial reporting;
•
•
Increasing the focus on assessing the financial staff requirements of the Company; and
Initiating a focused effort to establish controls to deter and detect fraud with significant oversight and input by
the Company's Board and Audit Committee including, but not limited to, ensuring proper follow-up and
resolution of whistleblowers' assertions.
The Company has determined that it has a significant amount of work yet to be completed with respect to
remediating the above-mentioned material weakness. The Company is undertaking a thorough review of its internal
controls, including information technology systems and financial reporting, as part of the Company's preparation for
compliance with the requirements under Section 404 of the Sarbanes-Oxley Act of 2002. At this time we have not
completed our review of the existing controls and their effectiveness. However, unless the material weakness
described above is remedied, management cannot make any assurances at this time that it will be able to assert that
the Company's internal control over financial reporting is effective, pursuant to the rules adopted by the Commission
under Section 404, when those rules take effect.
The Company has carried out an evaluation under the supervision and with the participation of the Company's
management, including the chief executive officer and chief financial officer, of the effectiveness of the design and
operation of the Company's disclosure controls and procedures (including but not limited to steps described above).
Based upon the Company's evaluation, the chief executive officer and chief financial officer have concluded that, as
of the end of the period covered by this report, the disclosure controls and procedures are effective to provide
reasonable assurance that information required to be disclosed in the reports the Company files and submits under
the Exchange Act of 1934 is recorded, processed, summarized and reported as and when required. There are
inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the
possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even
102
effective disclosure controls and procedures can only provide reasonable assurance of achieving their control
objectives.
Other than as described above, there has been no change in the Company's internal control over financial reporting
during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the
Company's internal control over financial reporting.
103
Item 10. Directors and Executive Officers of Interpublic
PART III
The information required by this Item is incorporated by reference to the "Election of Directors" section, "Corporate
Governance Practices and Board Matters" section and the "Section 16(a) Beneficial Ownership Reporting
Compliance" of the Proxy Statement, to be filed not later than 120 days after the end of the 2002 calendar year,
except for the description of the Company's Executive Officers which appears in Part I of this Report on Form 10-K
under the heading "Executive Officers of Interpublic."
Item 11. Executive Compensation
The information required by this Item is incorporated by reference to the "Compensation for Executive Officers"
section and the "Report of the Compensation Committee of the Board of Directors" section of the Proxy Statement.
Such incorporation by reference shall not be deemed to incorporate specifically 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 sections "Outstanding
Shares" and "Compensation of Executive Officers - Equity Compensation Plan Information Table".
Item 13. Certain Relationships and Related Transactions
The information required by this Item is incorporated by reference to the "Transactions with Interpublic" section of
the Proxy Statement. Such incorporation by reference shall not be deemed to incorporate specifically by reference
the information referred to in Item 402(a)(8) of Regulation S-K.
Item 14. Principal Accountant Fees and Services
The information required by this Item is incorporated by reference to the "Appointment of Independent Auditors"
section of the Proxy Statement.
104
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 15, 2004
BY: /s/ David A. Bell
David A. Bell
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
/s/ David A. Bell
David A. Bell
/s/ Christopher J. Coughlin
Christopher J. Coughlin
Chairman of the Board,
President and Chief
Executive Officer (Principal
Executive Officer)
Executive Vice President,
Chief Operating Officer
Chief Financial Officer (Principal
Financial Officer) and Director
/s/ Frank J. Borelli
Frank J. Borelli
Director
/s/ Reginald K. Brack
Reginald K. Brack
Director
/s/ Jill M. Considine
Jill M. Considine
Director
/s/ John J. Dooner, Jr.
John J. Dooner, Jr.
Director
105
March 15, 2004
March 15, 2004
March 15, 2004
March 15, 2004
March 15, 2004
March 15, 2004
/s/ Richard A. Goldstein
Richard A. Goldstein
Director
/s/ H. John Greeniaus
H. John Greeniaus
Director
/s/ Michael I. Roth
Michael I. Roth
Director
/s/ J. Phillip Samper
J. Phillip Samper
Director
March 15, 2004
March 15, 2004
March 15, 2004
March 15, 2004
/s/ Robert G. Thompson
Robert G. Thompson
Senior Vice President - Finance
(Principal Accounting Officer)
March 15, 2004
106
REPORT OF MANAGEMENT
The consolidated financial statements, including the financial analysis and all other information in this Form 10-K,
were prepared by management, who is responsible for their integrity and objectivity. Management believes the
financial statements, which require the use of certain estimates and judgments, reflect the Company's financial
position and operating results in conformity with generally accepted accounting principles.
Management maintains a system of internal accounting controls which provides reasonable assurance that, in all
material respects, assets are maintained and accounted for in accordance with management's authorization, and
transactions are recorded accurately in the books and records. As discussed in Item 9A Controls and Procedures in
Part II of this Form 10-K, management has concluded that there was a "material weakness" (as defined under
standards established by the American Institute of Certified Public Accountants) relating to the processing and
monitoring of inter-company transactions. This material weakness, together with other deficiencies associated with
a lack of balance sheet monitoring, if unaddressed, could result in errors in the Company's consolidated financial
statements. The Company has implemented certain systematic processes, which have been in place for the last five
months of 2003, coupled with its existing manual controls, give the Company the ability to monitor this inter-
company activity to ensure the integrity of the Consolidated Financial Statements for the year ended December 31,
2003. Management will continue to monitor these processes to ensure that they are working as prescribed.
Management continues its focus on balance sheet analysis and will further develop and enhance system-wide
monitoring controls to allow it to mitigate the risk that material accounting errors might go undetected and be
included in its consolidated financial statements. The Company will also continue to increase and upgrade its
accounting and financial reporting resources. The Company's management believes that a "material weakness"
persists with respect to these matters, notwithstanding the remedial action undertaken with respect to inter-company
transactions. The Company's independent auditors concur with management's assessment.
The Company has also taken various other steps to establish effective control procedures and to maintain the
accuracy of its financial disclosures (see Item 9A above).
The Company has determined that it has a significant amount of work yet to be completed with respect to
remediating the above-mentioned material weakness. The Company is undertaking a thorough review of its internal
controls, including, information technology systems and financial reporting, as part of the Company's preparation
for compliance with the requirements under Section 404 of the Sarbanes-Oxley Act of 2002. At this time we have
not completed our review of the existing controls and their effectiveness. However, unless the material weakness
described above is remedied management cannot make any assurances at this time that management will be able to
assert that the Company's internal control over financial reporting is effective, pursuant to the rules adopted by the
Commission under Section 404, when those rules take effect.
The Finance Committee of the Board of Directors, which is comprised of the Company's Chairman and Chief
Financial Officer and four outside Directors, is responsible for defining lines of responsibility and delegating the
authority to management to conduct the day-to-day financial affairs of the Company. In carrying out its duties, the
Finance Committee primarily focuses on monitoring financial and operational goals and guidelines; approving and
monitoring specific proposals for acquisitions; approving capital expenditures; working capital, cash and balance
sheet management; and overseeing the hedging of foreign exchange, interest-rate and other financial risks. The
Committee meets regularly to review presentations and reports on these and other financial matters to the Board. It
also works closely with, but is separate from, the Audit Committee of the Board of Directors.
The Company has formally stated and communicated policies requiring of employees high ethical standards in their
conduct of its business. As a further enhancement of the above, the Company's comprehensive internal audit
program is designed for continual evaluation of the adequacy and effectiveness of its internal controls and measures
adherence to established policies and procedures.
The Audit Committee of the Board of Directors is comprised of six directors, none of whom are employees of the
Company. The Committee reviews audit plans, internal controls, financial reports and related matters, and meets
regularly with management, internal auditors and independent accountants. The independent accountants and the
internal auditors have free access to the Audit Committee, without management being present, to discuss the results
of their audits or any other matters.
107
The independent auditors, PricewaterhouseCoopers LLP, were appointed by the Audit Committee of the Board of
Directors, and their appointment was ratified by the stockholders. The independent auditors have examined the
financial statements of the Company and their opinion is included as part of the financial statements.
March 15, 2004
/s/ David A. Bell
David A. Bell
Chairman and Chief Executive Officer
/s/ Christopher J. Coughlin
Christopher J. Coughlin
Executive Vice President,
Chief Operating Officer and Chief Financial Officer
108
CERTIFICATION
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
I, David A. Bell, certify that:
1.
I have reviewed this annual report on Form 10-K of The Interpublic Group of Companies, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state
a material fact necessary to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report,
fairly present in all material respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this report;
4.
The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and
we have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and
procedures to be designed under our supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this annual report is being prepared;
b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and
presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as
of the end of the period covered by this report based on such evaluation; and
c) Disclosed in this report any change in the registrant's internal control over financial
reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter
in the case of an report) that has materially affected, or is reasonably likely to materially affect, the
registrant's internal control over financial reporting; and
5.
The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of
directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal
control over financial reporting which are reasonably likely to adversely affect the registrant's ability to
record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who
have a significant role in the registrant's internal control over financial reporting.
Date: March 15, 2004
/s/ David A. Bell
David A. Bell
Chairman of the Board and
Chief Executive Officer
109
CERTIFICATION
CERTIFICATION OF CHIEF FINANCIAL OFFICER
I, Christopher Coughlin, certify that:
1.
I have reviewed this annual report on Form 10-K of The Interpublic Group of Companies, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state
a material fact necessary to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report,
fairly present in all material respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this report;
4.
The registrant's other certifying officers and I am responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and
we have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and
procedures to be designed under our supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this annual report is being prepared;
b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and
presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as
of the end of the period covered by this report based on such evaluation; and
c) Disclosed in this report any change in the registrant's internal control over financial
reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter
in the case of an report) that has materially affected, or is reasonably likely to materially affect, the
registrant's internal control over financial reporting; and
5.
The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of
directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal
control over financial reporting which are reasonably likely to adversely affect the registrant's ability to
record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who
have a significant role in the registrant's internal control over financial reporting.
Date: March 15, 2004
/s/ Christopher Coughlin
Christopher Coughlin
Chief Financial Officer
110
CERTIFICATION
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
(SUBSECTIONS (A) AND (B) OF SECTION 1350, CHAPTER 63 OF TITLE 18, UNITED STATES CODE)
Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of
title 18, United States Code), each of the undersigned officers of The Interpublic Group of Companies, Inc., a
Delaware corporation ("Company"), does hereby certify, to such officer's knowledge, that:
The Annual Report on Form 10-K for the fiscal year ended December 31, 2003 ("Form 10-K") of the Company
fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and
information contained in the Form 10-K fairly presents, in all material respects, the financial condition and results of
operations of the Company.
Dated: March 15, 2004
Dated: March 15, 2004
/s/ DAVID A. BELL
David A. Bell
Chairman of the Board and
Chief Executive Officer
/s/ CHRISTOPHER COUGHLIN
Christopher Coughlin
Chief Operating Officer and
Chief Financial Officer
(A signed original of this written statement required by Section 906 has been provided to The Interpublic Group
of Companies, Inc. and will be retained by The Interpublic Group of Companies, Inc. and furnished to the Securities
and Exchange Commission or its staff upon request.)
111
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