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Interpublic Reports on Third Quarter

November 3, 2004 at 8:33 AM EST



For additional information related to this press release, please see SEC Form 8-K, filed on 02/01/05.



    NEW YORK--(BUSINESS WIRE)--Nov. 3, 2004--Interpublic (NYSE: IPG):
    Results Impacted by Charges

    --  Third quarter loss of ($1.40) per common share. Net loss of
        ($578.4) million reflects:

    --  Non-cash goodwill impairment charges in the amount of $445.2
        million, arising as a result of the impairment test required
        by SFAS 142, which the company performs annually at the end of
        the third quarter. These include a charge of $310 million at
        the company's The Partnership division and a charge of $132
        million at the company's Constituency Management Group
        division. The application of SFAS 142 means a small change in
        valuation can trigger a large goodwill writedown.

    --  A non-cash investment impairment of $31.0 million relating to
        the company's unconsolidated investment in Springer & Jacoby,
        a German advertising agency.

    --  Provision for income taxes of $98.6 million, including the
        establishment of valuation allowances of $72.7 million
        (non-cash) on certain non-US deferred tax assets and loss
        carry-forwards. The establishment of these reserves arises due
        to recent losses, primarily in the United Kingdom.

    --  A previously disclosed charge of $33.6 million in connection
        with the company's agreement with the British Racing Drivers
        Club giving the company and its affiliates the right to
        terminate lease obligations at the Silverstone auto racing
        track and related obligations. These agreements position the
        company to complete its exit from motorsports by the end of
        the year.

    Revenue Growth

    --  Third quarter revenue increased 6.3% to $1.51 billion versus
        the same period last year. In constant currency, revenue
        increased 2.3% in the quarter relative to the third quarter of
        2003.

    --  Compared to the same period last year, organic revenue
        increased 1.8%, improving sequentially from the prior quarter
        for the sixth consecutive quarter.

    Operating Margin

    --  Reported operating margin for the quarter was negative
        (27.8%), compared to negative (12.1%) in the third quarter of
        2003.

    --  Excluding charges related to restructuring activities,
        long-lived asset impairments and the company's exit from its
        motorsports operations, operating margin was 4.3% in the third
        quarter, compared to a like margin of 7.7% in 2003.
                Third Quarter Operating Margin Analysis

The 4.3% operating margin was negatively impacted by:
-----------------------------------------------------------------

Incentive Accrual*                       260 basis points
Professional Fees*                       90 basis points
Reclassified Out of Pocket*              30 basis points
Currency                                 20 basis points


                       *Constant Currency
-----------------------------------------------------------------
    --  Excluding charges related to restructuring activities,
        long-lived asset impairments and the company's exit from its
        motorsports operations, year-to-date operating margin through
        the third quarter was 6.2%, compared to a like margin of 7.0%
        in 2003.
                Year-to-Date Operating Margin Analysis

The 6.2% operating margin was negatively impacted by:
-----------------------------------------------------------------

Incentive Accrual*                       120 basis points
Professional Fees*                       120 basis points
Reclassified Out of Pocket*              50 basis points
Currency                                 30 basis points


                       *Constant Currency
-----------------------------------------------------------------

A reconciliation of operating margin analysis appears in schedules accompanying this release.

    Balance Sheet

    --  The company's balance sheet and financial condition showed
        improvement relative to the same period a year ago.

    --  At the end of the third quarter, Interpublic's total debt was
        $2.3 billion, compared to $2.5 billion a year earlier.

    --  Net debt stood at $824.9 million, down from $1.8 billion at
        the end of last year's third quarter.

    --  The company's debt-to-capital ratio at the end of the third
        quarter was 53.1%, down from 56.5% at the same point in 2003.

    --  The company has received the necessary amendments from its
        credit facility bank group related to all non-cash charges.

"The news this quarter was decidedly mixed. We continue to focus on achieving our turnaround objectives by mid-2006.

"Organic revenue growth was promising and extended our trend of sequential improvement in this important metric to six consecutive quarters. Our financial condition is strong; the balance sheet actions taken this quarter represent the tail end of the legacy of our past acquisition culture. Combined, these will provide us with the flexibility to make necessary structural changes to the organization to ensure future growth.

"While corporate cost-saving initiatives are beginning to drive improvements in office and general expenses, margins in the quarter were again adversely affected by necessary investments in our future, including costs associated with the implementation of shared services and Sarbanes-Oxley, as well as the timing of accruals related to incentives for those individuals and units that are performing up to expectations.

"We've been clear that our progress in righting Interpublic would not be linear. We continue making progress on organic revenue and other turnaround metrics"

David Bell, CEO and President, The Interpublic Group

Operating Results

                                                      Third Quarter
                                                    2004         2003
                                          ----------------------------
Revenue                                         $1,508.8     $1,418.9

Operating Loss                                    (420.2)      (171.1)

Net Loss                                          (578.4)      (327.1)

Per Common Share Data:

EPS Continuing Ops                                ($1.42)      ($1.08)
EPS Discontinued Ops                                0.02         0.23
                                          ----------------------------
EPS                                               ($1.40)      ($0.85)

Revenue increased 6.3% in the third quarter to $1.51 billion, compared with the year-ago period. This reflects the benefit of favorable foreign currency translation and organic revenue growth. On a constant currency basis, revenue in the third quarter increased 2.3% compared to the third quarter of 2003.

Organic revenue -- defined as revenue in constant currency adjusted for acquisitions and dispositions, as well as the impact of reclassifying certain out-of-pocket expenses -- increased 1.8% in the third quarter compared to the same quarter in 2003.

In the United States, reported revenue for the third quarter increased 5.1%, while organic revenue increased 3.2%, compared to the same period in 2003. In markets outside of the United States, reported revenue rose 7.9% in the third quarter. In constant currency, non-US revenue decreased 1.1% in the quarter. In markets outside the United States, organic revenue increased 0.2% compared to the third quarter of 2003.

Organic and constant currency revenue are non-GAAP measures, which are defined and reconciled in the schedules that accompany this release.

Third Quarter Revenue Analysis


                                            Worldwide      US   Non-US
                                          ----------------------------
Reported Growth                                  6.3%     5.1%    7.9%
Less: Currency Translation                       4.0%      --     9.0%
                                          ----------------------------

Constant Currency                                2.3%     5.1%  (1.1%)
Plus: Net Dispositions                           2.0%     1.1%    3.2%
                                          ----------------------------
Organic Revenue
Before Reclassified Amounts                      4.3%     6.2%    2.1%

Less: Reclassified Amounts (out-of-pocket)       2.5%     3.0%    1.9%
                                          ----------------------------

Organic Revenue                                  1.8%     3.2%    0.2%
                                          ============================
                        Organic Revenue Trend

Q1 2003  Q2 2003   Q3 2003   Q4 2003    Q1 2004    Q2 2004   Q3 2004
----------------------------------------------------------------------

  -6.0%    -4.5%     -3.1%     -1.1%      -0.6%       0.3%      1.8%
----------------------------------------------------------------------

An analysis of Interpublic's geographic revenue mix and performance will be provided on the company's conference call and is available through the company's web site, www.interpublic.com.

Operating Expenses

Salary and related expenses increased 14.0% in the third quarter to $924.8 million, principally reflecting the impact of a new incentive plan, resulting in higher accruals due to the application of a new formula. Other items impacting salary and expenses include currency translation and higher severance expense. Adjusted for currency, acquisitions and dispositions, and the reclassification of out-of-pocket expenses, salary and related expenses increased 10.7%. Since the third quarter of 2003, headcount has increased from 43,500 to 44,200, impacted by new hires in growth businesses and a domestic acquisition.

Office and general expenses increased 2.2% to $519.5 million in the third quarter, driven by increases in out-of-pocket expenses billed to clients and professional fees, as well as by higher foreign exchange rates. Adjusted for currency, acquisitions and dispositions, and these out-of-pocket expenses, office and general expenses decreased by 6.2% relative to the third quarter of 2003, reflecting early success in the company's corporate cost-saving initiatives, notably real estate occupancy.

Schedules reconciling changes in expense calculations accompany this release.

New Business

Significant wins during the third quarter included Staples, Safeway, Roche Group, State Farm, Mars (direct marketing) and Hewlett-Packard (direct marketing). Significant assignments retained in the quarter included Cablevision Voom, Pier 1 and SC Johnson (media). Significant new assignments from existing clients in the quarter came from SC Johnson (media), Unilever Degree, Electrolux, Qwest, Capital One (PR) and additional CRM and direct marketing work for Microsoft. Significant losses included Unilever Flora, Gateway (media) and Subaru in the third quarter and Nestle media in top European markets early in the fourth quarter.

Major new wins thus far in the fourth quarter include ONDCP, Nautilus Fitness and the recent Novartis consolidation.

Collaboration Update

The company continued to make progress in its Organic Growth Initiative (OGI), which was introduced in August of 2003 to promote collaborative, business-building activity. During the quarter, the initiative generated an additional 105 active projects. The total number of assignments created through the OGI to date now totals 215. These collaborative projects involve more than 25 Interpublic companies and represent an anticipated $154 million in annualized revenue, of which $67.7 million has already been realized.

Long-Lived Asset Impairments

Non-cash goodwill impairment charges in the amount of $445.2 million, arising as a result of the impairment test required by SFAS 142, which the company performs annually at the end of the third quarter. These include charges of $310 million at The Partnership, $132 million at the Constituency Management Group and $3.2 million at Howard Merrell.

A previously disclosed charge of $33.6 million was recorded in the third quarter in connection with the company's agreement with the British Racing Drivers Club giving the company and its affiliates the right to terminate lease obligations at the Silverstone auto racing track and related obligations. The charge represents $49 million in cash, net of rent expense through year-end and existing reserves/accruals. These agreements position the company to complete its exit from motorsports by the end of the year.

Non-Operating and Tax

Interest expense was $39.8 million in the third quarter compared to $43.5 million in the prior year primarily due to reduction in debt balances from a year ago. Interest income of $11.1 million during the period compared to $9.5 million in the third quarter of last year, reflecting higher cash balances.

An investment impairment charge was recorded in the third quarter of $31.0 million relating to the company's unconsolidated investment in Springer & Jacoby, a German advertising agency.

Provision for income taxes in the quarter was $98.6 million, compared to $19.5 million in the third quarter of 2003. The company's tax rate was adversely affected by losses incurred in non-US jurisdictions with tax benefits at rates lower than the US statutory rates. In addition, a valuation allowance of $72.7 million (non-cash) was recorded in the third quarter, arising due to recent losses, primarily in the United Kingdom.

Debt and Liquidity

At September 30, 2004, cash and equivalents totaled $1.4 billion, up from $695.5 million at the same time in 2003. At the end of the third quarter, Interpublic's total debt was $2.3 billion, compared to $2.5 billion a year earlier. The company's debt-to-capital ratio at the end of the third quarter was 53.1%, down from 56.5% at the same point in 2003.

At the end of the third quarter, net debt was $824.9 million, down from $1.8 billion at the end of last year's third quarter.

                               Net Debt
                                 ($MM)

                                    2002           2003        2004
                       ---------------------------------------------

Debt                               2,876          2,518       2,263
Cash                                 615            696       1,439
                       ---------------------------------------------
Net Debt                           2,261          1,822         825*

                   (As of September 30 each year)
                   *Does not add due to rounding
--------------------------------------------------------------------

The company has received the necessary amendments from its credit facility bank group related to all non-cash charges.

Conference Call

Management will host a conference call today at 8:30AM (Eastern) to discuss third quarter results and recent developments. The program and a discussion outline can be accessed at the financial section of the company's website, www.interpublic.com. An audio archive of the discussion will remain available at the site for 30 days.

About Interpublic

Interpublic is one of the world's leading organizations of advertising agencies and marketing-services companies. Major global brands include Draft, Foote, Cone & Belding Worldwide, GolinHarris International, Initiative, Jack Morton Worldwide, Lowe & Partners Worldwide, McCann Erickson, Octagon, Universal McCann and Weber Shandwick Worldwide. Leading domestic brands include Campbell-Ewald, Deutsch and Hill Holliday.

Cautionary Statement

This press release contains forward-looking statements. Interpublic's representatives may also make forward-looking statements orally from time to time. Statements in this document 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, and 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 outlined in this section. 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;

    --  Interpublic's ability to attract new clients and retain
        existing clients;

    --  the financial success of Interpublic's clients;

    --  Interpublic'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 Interpublic is required to
        recognize additional impairment charges or other adverse
        accounting related developments;

    --  potential adverse developments in connection with the SEC
        investigation;

    --  potential claims relating to termination of the British Grand
        Prix promoters agreement and Silverstone lease and race
        contracts;

    --  potential downgrades in the credit ratings of Interpublic's
        securities;

    --  the successful completion and integration of acquisitions
        which complement and expand Interpublic's business
        capabilities;

    --  risks arising from material weaknesses in internal control
        over financial reporting.

Investors should carefully consider these risk factors and the additional risk factors outlined in more detail in Interpublic's 2003 Form 10-K, September 2004 Form 10-Q and other SEC filings.

       THE INTERPUBLIC GROUP OF COMPANIES, INC. AND SUBSIDIARIES
                   CONSOLIDATED SUMMARY OF EARNINGS
            THIRD QUARTER REPORT 2004 AND 2003 (UNAUDITED)
              (Amounts in Millions except Per Share Data)


                                         Three Months Ended     Fav.
                                            September 30,     (Unfav.)
                                        --------------------
                                                                %
                                             2004      2003   Variance
                                        -------------------- ---------
Revenue
  United States                         $  841.6  $  800.4       5.1
  International                            667.2     618.5       7.9
                                         --------  --------   -------
Total Revenue                            1,508.8   1,418.9       6.3
                                         --------  --------   -------

Operating Expenses
  Salaries and Related Expenses            924.8     810.9     (14.0 )
  Office and General Expenses              519.5     508.4      (2.2 )
  Restructuring Charges                      1.0      48.0      97.9
  Long-Lived Asset Impairments             450.1     222.7    (102.1 )
  Motorsports Contract Termination and
   Other Costs                              33.6        --        --
                                         --------  --------   -------
Total Operating Expenses                 1,929.0   1,590.0     (21.3 )
                                         --------  --------   -------

Operating Loss                            (420.2 )  (171.1 )  (145.6 )
                                         --------  --------   -------

Other Income (Expense)
  Interest Expense                         (39.8 )   (43.5 )
  Debt Prepayment Penalty                     --     (24.8 )
  Interest Income                           11.1       9.5
  Other Income (Loss)                       (0.7 )     1.2
  Investment Impairments                   (33.8 )   (29.7 )
  Litigation Charges                          --    (127.6 )
                                         --------  --------
Total Other Income (Expense)               (63.2 )  (214.9 )
                                         --------  --------

Loss before Income Taxes                  (483.4 )  (386.0 )

Provision for Income Taxes                  98.6      19.5
Income Applicable to Minority Interests     (5.1 )   (10.4 )
Equity in Net Income (Loss) of
 Unconsolidated Affiliates                   2.2      (0.3 )
                                         --------  --------
Loss from Continuing Operations           (584.9 )  (416.2 )

Income from Discontinued Operations           --        --
Gain on Disposal of Discontinued
 Operations                                  6.5      89.1
                                         --------  --------

Net Loss                                  (578.4 )  (327.1 )

Dividend on Preferred Stock                  5.0        --
                                         --------  --------

Net Loss Applicable to Common
 Stockholders                           $ (583.4 )$ (327.1 )
                                         ========  ========

Per Share Data of Common Stock:
Basic EPS:
    Continuing Operations               $  (1.42 )$  (1.08 )
    Discontinued Operations                 0.02      0.23
                                         --------  --------
    Total                               $  (1.40 )$  (0.85 )
                                         ========  ========
Diluted EPS:
    Continuing Operations               $  (1.42 )$  (1.08 )
    Discontinued Operations                 0.02      0.23
                                         --------  --------
    Total                               $  (1.40 )$  (0.85 )
                                         ========  ========

Dividend per share                            --        --
Weighted Average Shares:
    Basic                                  415.4     385.8
    Diluted                                415.4     385.8


       THE INTERPUBLIC GROUP OF COMPANIES, INC. AND SUBSIDIARIES
                   CONSOLIDATED SUMMARY OF EARNINGS
            THIRD QUARTER REPORT 2004 AND 2003 (UNAUDITED)
              (Amounts in Millions except Per Share Data)

                                         Nine Months Ended      Fav.
                                            September 30,     (Unfav.)
                                       ---------------------
                                                                 %
                                             2004      2003   Variance
                                       --------------------- ---------
Revenue
  United States                        $2,520.9   $2,423.2       4.0
  International                         1,927.1    1,810.8       6.4
                                        --------   --------   -------
Total Revenue                           4,448.0    4,234.0       5.1
                                        --------   --------   -------

Operating Expenses
  Salaries and Related Expenses         2,692.6    2,544.0      (5.8 )
  Office and General Expenses           1,489.6    1,401.2      (6.3 )
  Restructuring Charges                    65.6      142.4      53.9
  Long-Lived Asset Impairments            458.7      244.8     (87.4 )
  Motorsports Contract Termination and
   Other Costs                            113.6         --        --
                                        --------   --------   -------
Total Operating Expenses                4,820.1    4,332.4     (11.3 )
                                        --------   --------   -------

Operating Loss                           (372.1 )    (98.4 )  (278.2 )
                                        --------   --------   -------

Other Income (Expense)
  Interest Expense                       (117.3 )   (128.4 )
  Debt Prepayment Penalty                    --      (24.8 )
  Interest Income                          31.2       27.6
  Other Income                              2.7        1.3
  Investment Impairments                  (37.0 )    (42.2 )
  Litigation Charges                         --     (127.6 )
                                        --------   --------
Total Other Income (Expense)             (120.4 )   (294.1 )
                                        --------   --------

Loss before Income Taxes                 (492.5 )   (392.5 )

Provision for Income Taxes                105.2       36.3
Income Applicable to Minority Interests   (13.1 )    (19.4 )
Equity in Net Income (Loss) of
 Unconsolidated Affiliates                  3.6       (2.2 )
                                        --------   --------
Loss from Continuing Operations          (607.2 )   (450.4 )

Income from Discontinued Operations          --       12.1
Gain on Disposal of Discontinued
 Operations                                 6.5       89.1
                                        --------   --------

Net Loss                                 (600.7 )   (349.2 )

Dividend on Preferred Stock                14.8         --
                                        --------   --------

Net Loss Applicable to Common
 Stockholders                            (615.5 ) $ (349.2 )
                                        ========   ========

Per Share Data:
Basic EPS:
    Continuing Operations              $  (1.50 ) $  (1.17 )
    Discontinued Operations                0.02       0.26
                                        --------   --------
    Total                              $  (1.49 )*$  (0.91 )
                                        ========   ========
Diluted EPS:
    Continuing Operations              $  (1.50 ) $  (1.17 )
    Discontinued Operations                0.02       0.26
                                        --------   --------
    Total                              $  (1.49 )*$  (0.91 )
                                        ========   ========

Dividend per share                           --         --
Weighted Average Shares:
    Basic                                 414.4      384.0
    Diluted                               414.4      384.0

             *Does not foot due to rounding


                 INTERPUBLIC GROUP OF COMPANIES, INC.
                  RECONCILIATION OF OPERATING MARGIN
                        (Dollars in millions)

                                                     2004      2003
                                                    3rdQTR    3rdQTR
                                                  --------- ---------
Revenue                                           $1,508.8  $1,418.9
                                                  --------- ---------

Operating Expenses:
    Salaries and related expenses                    924.8     810.9
    Office and general expenses                      519.5     508.4
    Restructuring charges                              1.0      48.0
    Long-lived asset impairments                     450.1     222.7
    Motorsports contract termination                  33.6        --
                                                  --------- ---------
        Total Operating Expenses                   1,929.0   1,590.0
                                                  --------- ---------

Operating Loss - As Reported                      $ (420.2 )$ (171.1 )
Operating Margin - As Reported                       -27.8 %   -12.1 %

Add back:
    Restructuring charges                         $    1.0  $   48.0
    Restructuring program charges in office
     & general expenses                                0.6       9.1
    Long-lived asset impairments                     450.1     222.7
    Motorsports contract termination                  33.6        --
                                                  --------- ---------
Total restructuring program charges, long-lived
 asset impairments and motorsports contract
 termination                                         485.3     279.8
                                                  --------- ---------


Excluding Addbacks:
Operating Income                                  $   65.1  $  108.7
Operating Margin                                       4.3%      7.7%

In comparing performance for 2004 with 2003, the company has
excluded restructuring program charges, long-lived asset impairment
and the charge related to exiting the motorsports business because
management believes the resulting comparison better reflects the
company's ongoing operations. By excluding them, we can focus our
comparison on the trends that have a continuing effect on the
company's operations. The company expects to incur further charges
relating to its restructuring program in 2004, and may incur future
long-lived asset impairment and motorsports charges as well.


                 INTERPUBLIC GROUP OF COMPANIES, INC.
                  RECONCILIATION OF OPERATING MARGIN
                        (Dollars in millions)

                                                     2004      2003
                                                  SEPT YTD   SEPT YTD
                                                  --------- ---------
Revenue                                           $4,448.0  $4,234.0
                                                  --------- ---------

Operating Expenses:
    Salaries and related expenses                  2,692.6   2,544.0
    Office and general expenses                    1,489.6   1,401.2
    Restructuring charges                             65.6     142.4
    Long-lived asset impairments                     458.7     244.8
    Motorsports contract termination                 113.6        --
                                                  --------- ---------
        Total Operating Expenses                   4,820.1   4,332.4
                                                  --------- ---------

Operating Loss - As Reported                      $ (372.1 )$  (98.4 )
Operating Margin - As Reported                        -8.4 %    -2.3 %

Add back:
    Restructuring charges                         $   65.6  $  142.4
    Restructuring program charges in office
     & general expenses                               10.9       9.1
    Long-lived asset impairments                     458.7     244.8
    Motorsports contract termination                 113.6        --
                                                  --------- ---------
Total restructuring program charges, long-lived
 asset impairment and motorsports contract
 termination                                         648.8     396.3
                                                  --------- ---------

Excluding Addbacks:
Operating Income                                  $  276.7  $  297.9
Operating Margin                                       6.2 %     7.0 %

In comparing performance for 2004 with 2003, the company has
excluded restructuring program charges, long-lived asset impairment
and the charge related to exiting the motorsports business because
management believes the resulting comparison better reflects the
company's ongoing operations. By excluding them, we can focus our
comparison on the trends that have a continuing effect on the
company's operations. The company expects to incur further charges
relating to its restructuring program in 2004, and may incur future
long-lived asset impairment and motorsports charges as well.


               THE INTERPUBLIC GROUP OF COMPANIES, INC.
              Reconciliation of Operating Margin Analysis
                            ($ in Millions)

              --------------------------- ---------------------------
                          3rd QTR                  September YTD
              --------------------------- ---------------------------
                        Adjusted                   Adjusted
                       Operating   Q3             Operating    YTD
                         Income %Inc(Dec)           Income  % Inc(Dec)
              --------------------------- ---------------------------
Total Revenue   $1,508.8                   $4,448.0

Effect of
 Currency
 Translation
 on Revenue         56.0                      147.0
                --------                   --------
Adjusted
 revenue for
 constant
 currency       $1,452.8                   $4,301.0
                ========                   ========

Operating
 Income (1)     $   65.1                   $  276.7
Operating
 Margin 2004 (1)                   4.3%                           6.2%

Effect of
 Currency
 Translation
 on Operating
 Income       $      0.3                   $  (4.0 )

Adjusted
 operating
 income for
 constant
 currency                $ 64.8                       $ 280.7
Adjusted
 operating
 margin for
 constant
 currency                   4.5%                          6.5%
   Currency
    Impact                         0.2%                           0.3%

Incremental
 out of pocket
 (on a
 constant
 basis)         $   34.6                   $  103.8

Adjusted
 revenue for
 out of pocket  $1,418.2                   $4,197.2
Adjusted
 operating
 margin for out
 of pocket                  4.6%                          6.7%
  Out of Pocket
   Impact                          0.3%                           0.5%

Incremental
 professional
 fees (on a
 constant
 basis)         $   10.6                   $   40.9

Adjusted
 operating
 income for
 professional
 fees                    $ 75.7                       $ 317.6
Adjusted
 operating
 margin for
 professional
 fees                       5.2%                          7.4%
  Incremental
   Professional
   Fees Impact                     0.9%                           1.2%

Incremental
 incentives
 (on a
 constant
 basis)         $   35.1                   $   40.6

Adjusted
 operating
 income for
 incentives              $100.2                       $ 317.3
Adjusted
 operating
 margin for
 incentives                 6.9%                          7.4%
  Incremental
   Incentives
   Impact                          2.6%                           1.2%
                                ------                         ------

  Adjusted
   Margin
   2004                            8.3%                           9.4%

Operating
 Margin 2003 (1)                   7.7%                           7.0%
                                ------                         ------

    Increase
     (Decrease)                    0.6%                           2.4%
                                ======                         ======

(1) Excluding restructuring program charges, long-lived asset
impairment, and the Motorsports contract termination charges.


               THE INTERPUBLIC GROUP OF COMPANIES, INC.
                 RECONCILIATION OF NON-GAAP MEASURES


ORGANIC REVENUE
                                     THIRD QUARTER 2004 AND 2003
                      (Amounts in Millions except Percentage Variance)
                                                     Worldwide
                                                 3Q04      3Q03   Var
                                              ------------------------
Reported Revenue                              $1,508.8  $1,418.9  6.3%
Effects of Currency Translation                             56.0
                                              ------------------------
Constant Currency                              1,508.8   1,474.9  2.3%
Effects of Acquisitions/ Dispositions             (2.9)    (31.7)
Reclassified Amounts (Out
   of Pocket)                                    (77.2)    (40.0)
                                              ------------------------
Organic Revenue                               $1,428.7  $1,403.2  1.8%
                                              ========================
                                                           US
                                                    3Q04    3Q03  Var
                                                  --------------------
Reported Revenue                                  $841.6  $800.4  5.1%
Effects of Currency Translation
                                                  --------------------
Constant Currency                                  841.6   800.4  5.1%
Effects of Acquisitions/ Dispositions                       (7.6)
Reclassified Amounts (Out
   of Pocket)                                      (46.2)  (21.7)
                                                  --------------------
Organic Revenue                                   $795.4  $771.1  3.2%
                                                  ====================

                                                        Non-US
                                                  3Q04    3Q03   Var
                                                ----------------------
Reported Revenue                                $667.2  $618.5    7.9%
Effects of Currency Translation                           56.0
                                                ----------------------
Constant Currency                                667.2   674.5  (1.1)%
Effects of Acquisitions/ Dispositions             (2.9)  (24.1)
Reclassified Amounts (Out
   of Pocket)                                    (31.0)  (18.3)
                                                ----------------------
Organic Revenue                                 $633.3  $632.1    0.2%
                                                ======================

CHANGE IN SALARIES AND RELATED EXPENSES
                                                 ---------------------
                                                   3Q04    3Q03   Var
                                                 ---------------------
Reported Salaries and Related Expenses           $924.8  $810.9  14.0%
Effects of Currency Translation                            31.7
                                                 ---------------------

Constant Currency                                 924.8   842.6   9.8%

Effects of Acquisitions/Dispositions               (1.7)  (11.7)
Reclassified Amounts                               (3.1)
                                                 ---------------------

Change in Salaries and Related Expenses (Organic
 Basis)                                          $920.0  $830.9  10.7%
                                                 =====================

CHANGE IN OFFICE AND GENERAL EXPENSES
                                                ----------------------
                                                  3Q04    3Q03   Var
                                                ----------------------
Reported Office and General Expenses            $519.5  $508.4    2.2%
Effects of Currency Translation                           24.0
                                                ----------------------

Constant Currency                                519.5   532.4  (2.4)%

Effects of Acquisitions/Dispositions              (1.1)  (20.6)
Reclassified Amounts                             (75.9)  (40.1)
                                                ----------------------

Change in Office and General Expenses (Organic
 Basis)                                         $442.5  $471.7  (6.2)%
                                                ======================

               THE INTERPUBLIC GROUP OF COMPANIES, INC.
                 RECONCILIATION OF NON-GAAP MEASURES

ORGANIC REVENUE
                               SEPTEMBER YEAR TO DATE 2004 AND 2003
                      (Amounts in Millions except Percentage Variance)

                                                     Worldwide
                                                YTD04     YTD03   Var
                                              ------------------------
Reported Revenue                              $4,448.0  $4,234.0  5.1%
Effects of Currency Translation                            147.0
                                              ------------------------
Constant Currency                              4,448.0   4,381.0  1.5%
Effects of Acquisitions/ Dispositions            (13.9)    (81.4)
Reclassified Amounts (Out
   of Pocket)                                   (223.4)   (110.8)
                                              ------------------------
Organic Revenue                               $4,210.7  $4,188.8  0.5%
                                              ========================

                                                         US
                                                YTD04     YTD03   Var
                                              ------------------------
Reported Revenue                              $2,520.9  $2,423.2  4.0%
Effects of Currency Translation
                                              ------------------------
Constant Currency                              2,520.9   2,423.2  4.0%
Effects of Acquisitions/ Dispositions             (4.2)    (30.1)
Reclassified Amounts (Out
   of Pocket)                                   (137.4)    (65.6)
                                              ------------------------
Organic Revenue                               $2,379.3  $2,327.5  2.2%
                                              ========================

                                                      Non-US
                                              YTD04     YTD03    Var
                                            --------------------------
Reported Revenue                            $1,927.1  $1,810.8    6.4%
Effects of Currency Translation                          147.0
                                            --------------------------
Constant Currency                            1,927.1   1,957.8  (1.6)%
Effects of Acquisitions/ Dispositions           (9.7)   (51.3)
Reclassified Amounts (Out
   of Pocket)                                  (86.0)    (45.2)
                                            --------------------------
Organic Revenue                             $1,831.4  $1,861.3  (1.6)%
                                            ==========================

CHANGE IN SALARIES AND RELATED EXPENSES
                                              ------------------------
                                                YTD04     YTD03   Var
                                              ------------------------
Reported Salaries and Related Expenses        $2,692.6  $2,544.0  5.8%
Effects of Currency Translation                             89.9
                                              ------------------------

Constant Currency                              2,692.6   2,633.9  2.2%

Effects of Acquisitions/Dispositions              (7.5)    (38.8)
Reclassified Amounts                              (7.7)
                                              ------------------------

Change in Salaries and Related Expenses
 (Organic Basis)                              $2,677.4  $2,595.1  3.2%
                                              ========================

CHANGE IN OFFICE AND GENERAL EXPENSES
                                            --------------------------
                                              YTD04     YTD03    Var
                                            --------------------------
Reported Office and General Expenses        $1,489.6  $1,401.2    6.3%
Effects of Currency Translation                           61.1
                                            --------------------------

Constant Currency                            1,489.6   1,462.3    1.9%

Effects of Acquisitions/Dispositions            (4.5)    (49.2)
Reclassified Amounts                          (217.6)   (110.7)
                                            --------------------------

Change in Office and General Expenses
 (Organic Basis)                            $1,267.5  $1,302.4  (2.7)%
                                            ==========================


               THE INTERPUBLIC GROUP OF COMPANIES, INC.
              RECONCILIATION OF ORGANIC REVENUE BY REGION


                                    THIRD QUARTER 2004
                     -------------------------------------------------
                             Foreign
                             Exchange Acquisitions/ Reclassified
                     Organic  Impact  Dispositions    Amounts Reported
                     -------------------------------------------------
US                      3.2%      --%       (1.1)%        3.0%    5.1%
Europe                  0.1%    10.9%       (4.5)%        2.7%    9.2%
Asia/Other              3.9%     3.3%       (0.4)%      (0.5)%    6.3%
Latin America           1.2%     5.9%       (2.3)%        1.0%    5.8%
Canada               (12.9)%    11.9%          --%        3.2%    2.2%
                     -------------------------------------------------
Worldwide               1.8%     4.0%       (2.0)%        2.5%    6.3%


                                    SEPTEMBER YTD 2004
                     -------------------------------------------------
                             Foreign
                             Exchange Acquisitions/ Reclassified
                     Organic  Impact  Dispositions    Amounts Reported
                     -------------------------------------------------
US                      2.2%      --%       (1.2)%        3.0%    4.0%
Europe                (3.9)%     9.5%       (2.7)%        2.6%    5.5%
Asia/Other              6.0%     5.6%       (0.3)%        1.3%   12.6%
Latin America           3.1%     1.1%       (2.7)%        0.9%    2.4%
Canada                (8.3)%     7.4%          --%        2.7%    1.8%
                     -------------------------------------------------
Worldwide               0.5%     3.6%       (1.6)%        2.6%    5.1%

CERTAIN NON-GAAP FINANCIAL MEASURES

Organic Revenue. We derive 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 quarter have been adjusted to make 2004 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, 2004. 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 primarily 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. For the same reasons, management makes analogous adjustments to office and general expenses which expenses, as adjusted, are a non-GAAP measure.

Constant Currency. 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 U.S. 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.

Net Debt. Net debt as of any given date is total debt as reported at that date less total cash and cash equivalents as of that date. Management believes that discussing net debt is useful because it provides a more complete picture of the Company's liquidity position.

CONTACT: Interpublic
General Inquiries:
Julie Tu
(212) 445-8456
or
Media, Analysts, Investors:
Philippe Krakowsky
(212) 704-1328
or
Analysts, Investors:
Jerry Leshne
(212) 704-1439

SOURCE: Interpublic