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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                -----------------

                                    FORM 8-K

                                -----------------

                Current Report Pursuant to Section 13 or 15(d) OF

                       THE SECURITIES EXCHANGE ACT OF 1934




Date of Report                                          Commission file number
February 27, 2001                                               1-6686
- -----------------                                       ----------------------


                    THE INTERPUBLIC GROUP OF COMPANIES, INC.
             (Exact name of registrant as specified in its charter)

           Delaware                                             13-1024020
- -------------------------------                             --------------------
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                              Identification  No.)


1271 Avenue of the Americas, New York, New York                    10020
- -----------------------------------------------                  ---------
(Address of principal executive offices)                         (Zip Code)


       Registrant's telephone number, including area code: (212) 399-8000



Item 5.   Other Events.

A  press  release   issued  by  The   Interpublic   Group  of  Companies,   Inc.
("Interpublic") with respect to its results for the fourth quarter and full year
2000 is attached as Exhibits 99.1 incorporated herein by reference.

     This document contains forward-looking statements.  Statements that are not
historical  facts,   including   statements  about  Interpublic's   beliefs  and
expectations,  are  forward-looking  statements.  These  statements are based on
current  plans,  estimates and  projections,  and therefore you should not place
undue  reliance on them.  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.
Interpublic  cautions you that a number of important  factors could cause actual
results  to  differ  materially  from  those  contained  in any  forward-looking
statement.  Such factors include,  but are not limited to, those associated with
the  effect of  national  and  regional  economic  conditions,  the  ability  of
Interpublic to attract new clients and retain  existing  clients,  the financial
success of the clients of  Interpublic,  and  developments  from  changes in the
regulatory and legal environment for advertising companies around the world.


         Exhibits.

         99     Press Release dated February 27, 2001.







                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.


                                              THE INTERPUBLIC GROUP OF
                                                COMPANIES, INC.



Date: February 27, 2001                       By: /s/ Nicholas J. Camera
                                              -----------------------------
                                              Nicholas J. Camera
                                              VICE PRESIDENT, GENERAL
                                              COUNSEL AND SECRETARY


                                                                      Exhibit 99


                                                           FOR IMMEDIATE RELEASE

                             INTERPUBLIC GROUP ANNOUNCES 31% GAIN IN
                   FOURTH QUARTER EPS BEFORE ACQUISITION COSTS

NEW YORK, NY (February 27, 2001)---The  Interpublic Group of Companies announced
today that  diluted  earnings  per share grew 31% in the fourth  quarter to $.46
from a restated $.35 in 1999, before non-recurring items.

Worldwide revenues were 6% higher in the quarter at $1,601 million,  compared to
$1,517 million in 1999. In constant  dollars,  revenues grew 11% in the quarter.
Domestic  revenues  advanced  10% to $820  million,  reflecting  good  gains  at
McCann-Erickson WorldGroup and specialized marketing services,  partially offset
by a decline at Lowe Lintas. International revenues grew 11% in constant dollars
during the quarter.  Reported  international revenues grew 1% to $781 million as
negative currency translation in Europe tempered growth.

Net income advanced 35% to $144.8 million before non-recurring items, reflecting
strong margin performance driven by cost controls.

John J. Dooner,  chairman and chief executive officer,  commented:  "Interpublic
delivered  solid organic  revenue  growth and strong margin  performance  in the
fourth  quarter,  despite  difficult  comparisons  at Lowe Lintas and Initiative
Media.  Our challenge in 2001 will be to accelerate  top-line  growth across all
our businesses, while maintaining our focus on cost containment.

"Looking  forward,   we're  confident  our  business  can  continue  to  produce
double-digit   earnings  gains,   fueled   primarily  by  organic  growth.   Our
reinvestment  efforts  will  continue  to focus  on the  expansion  of  existing
businesses, supplemented by accretive acquisitions."

Non-Recurring Items Affecting Comparability
- -------------------------------------------

In both  1999 and  2000,  non-recurring  items  affected  the  comparability  of
results. In the fourth quarter of 2000,  Interpublic acquired Deutsch, Inc. in a
pooling of interests  transaction valued at $265 million.  Consideration paid to
Donny Deutsch, the sole shareholder,  was a capital  transaction.  The remaining
consideration  includes  shares  issued to employees  holding  non-voting  stock
rights,  which was  recognized as a one-time  transaction  cost of $44.7 million
($.13 per share).

As previously  reported,  in the fourth quarter of 1999 Interpublic  undertook a
restructuring of Lowe Lintas,  which was completed in the third quarter of 2000,
incurring  cumulative  pretax  costs of $165.2  million or $.33 per share  after
taxes over four quarters.

Discussion  of results in this release  excludes  these  non-recurring  costs to
facilitate analysis of operating performance and trends.


Full Year Results
- -----------------

Diluted  earnings  per share  jumped 22% to $1.51 in 2000,  compared to $1.24 in
1999. Net income grew 24% to $473.2 million, from $382.7 million in 1999.

Worldwide  revenues grew 13% to $5,626  million in 2000,  from $4,978 million in
1999,  reflecting organic growth of 13%. In constant dollars,  revenues grew 18%
in 2000.  Domestic  revenues  gained  20% as  strong  new  business  trends  and
acquisitions fueled growth. International revenues in constant dollars grew 15%,
reflecting strong gains at McCann-Erickson  and specialized  marketing services.
Due to the  adverse  effect  of  currency  translation,  reported  international
revenues grew just 6%.

Income  from  operations  of $833.5  million  was more than 25% higher  than the
year-earlier  $662.7  million,  and  represented  an operating  profit margin of
14.8%.

Organic Growth
- --------------

Organic  revenues,   defined  as  revenues  in  constant  dollars  exclusive  of
acquisitions,  grew 9% in the  fourth  quarter.  In the United  States,  organic
growth was 5%, reflecting unfavorable  comparisons at Lowe Lintas and Initiative
Media. Internationally, organic revenues were 13% higher.

For the year,  Interpublic  posted organic  growth of 13%, as domestic  revenues
advanced 12% and international business gained 14%.

New Business
- ------------

Interpublic's  agency  systems  gained net new  business of  approximately  $484
million in the fourth  quarter of 2000,  up 64%  compared to net new business of
$295  million in the fourth  quarter of 1999.  Major new accounts won during the
quarter included Verizon, Deutsche Bank, Princess Cruises and Tommy Hilfiger. In
addition, the company significantly expanded its long-term relationship with the
Coca-Cola Company.

During the latest 12 months, net new business totaled $2,560 million,  including
assignments  from  Microsoft,  Pfizer,  3Com,  the US Navy,  H&R Block,  Merrill
Lynch/HSBC, Kohl's and H&M. In 1999, net new business was $1,839 million.

In 2001,  new business  wins  accelerated,  with  Interpublic  agencies  gaining
several new accounts,  including Virgin Mobile,  Bestfoods,  Mass Mutual, Revlon
and Marriott since the beginning of the year.

Revenue by Discipline
- ---------------------

Revenues  generated by advertising were $829.9 million in the quarter,  compared
to $841.9 million a year earlier,  reflecting  account losses at Lowe Lintas and
the negative impact of foreign currency translation.  For the year,  advertising
revenues grew 7% to $2.96 billion.


Revenues from  specialized  marketing  services grew 14% and  contributed 48% of
revenues in the fourth quarter, or $770.9 million, compared to $675.6 million or
45% of  revenues  in the fourth  quarter of 1999.  Each  discipline  contributed
higher revenues in the quarter:

Constant $ Fourth Quarter Revenues (Mils.) % Total % Change % Change - -------------- ---------------- ------- -------- ---------- Promotion, Event and Direct Marketing $376 24% 14% 17% Public Relations $127 08% 31% 33% Media Buying $097 06% 03% 07% Marketing Intelligence $170 10% 11% 17%
For the year 2000, revenues from specialized marketing services gained 21% and accounted for $2,662 million or 47% of revenues, compared to $2,208 million or 44% of revenues in 1999, as each discipline made a larger contribution.
Constant $ Year 2000 Revenues (Mils.) % Total % Change % Change - --------- ---------------- ------- -------- ---------- Promotion, Event and Direct Marketing $1235 22% 31% 35% Public Relations $0461 08% 34% 36% Media Buying $0364 06% 06% 10% Marketing Intelligence $0602 11% 05% 10%
Operating Income - ---------------- Income from operations advanced 35% in the quarter to $242.3, compared to 1999's $179.5 million. In 1999, results were impacted by a $21.7 million charge at NFO Worldwide, relating to a discontinued business. Excluding these costs, income from operations advanced 20% and the operating margin widened 180 basis points to 15.1%. Other Income and Expense - ------------------------ Interest expense increased to $34.3 million in the quarter from $21.6 million in 1999, reflecting higher borrowings and higher average rates. Other non-operating income included $19 million of interest income and approximately $11 million in pretax gains on the sale of assets. In the1999 quarter, pretax gains on asset sales contributed $27 million to non-operating income. For the year 2000, asset sales contributed $40 million to non-operating income; in 1999, the company realized $49 million of gains for similar transactions. Capital expenditures totaled approximately $200 million and the company distributed $109 million in cash dividends to shareholders. Taxes - ----- Interpublic's tax rate reflects the benefits of its ongoing global planning initiatives and the positive effect of the Deutsch acquisition. For the year 2000, the effective tax rate was 39%, resulting in a 36% tax rate for the fourth quarter. In 2001, the company anticipates that ongoing planning initiatives will continue to favorably impact the effective tax rate. For the coming year, the effective tax rate is expected to be between 40% and 41%. Cash EPS - -------- Changes in accounting rules are expected to eliminate the impact of goodwill on reported earnings in future periods, making cash EPS the standard measure of performance. Cash EPS is the sum of reported net income per share plus amortization of intangibles. In the fourth quarter, cash EPS were $.55, compared to $.46 in 1999, representing an increase of 20%. Full year cash EPS totaled $1.81, up 20% from $1.51 in the year earlier. Outlook - ------- In 2001, growth in advertising expenditures is expected to moderate from recent record rates in the face of slower economic activity and the absence of political, dot.com and Olympics- related promotions. Demand for marketing services is expected to remain relatively robust as clients continue to disperse their promotional activities across an array of communications channels. Interpublic expects revenue growth in 2001 to be a product of same account growth, new business wins and acquisition activity. Because a high percentage of operating costs is variable, the company has traditionally managed expenses to optimize its profit at any level of revenue. For 2001, the company is planning for double-digit earnings per share growth. Revenue comparisons for advertising businesses are expected to remain difficult through the first half of the year. Webcast - ------- Management will discuss recent results on a webcast at 5:30 PM (EST). Investors are invited to access the call live at www.interpublic.com or www.streetfusion.com. The discussion will be archived at the company's website for 45 days. The Interpublic Group of Companies, Inc., is one of the largest organizations of advertising agencies and marketing services companies. Its major worldwide companies include McCann-Erickson WorldGroup, The Lowe Group, Draft Worldwide, Initiative Media Worldwide, Octagon, NFO Worldwide and the Allied Communications Group. The shares of Interpublic trade on the New York Stock Exchange (symbol: IPG). Safe Harbor Statement - --------------------- This release may discuss future performance. Comments made about expectations, plans and prospects constitute forward-looking statements for purposes of the safe harbor provisions of the Private Securities Litigation Reform Act. Actual results may differ materially from those contemplated in any forward-looking statements, and the company undertakes no obligation to update any such statements. Risk factors are identified in the company's 1999 Form 10-K and more recent 10-Qs on file at the Securities and Exchange Commission. Contact: Susan V. Watson Sean F. Orr (212) 399-8208 (212) 399-8093
THE INTERPUBLIC GROUP OF COMPANIES, INC. AND ITS SUBSIDIARIES CONSOLIDATED SUMMARY OF EARNINGS FOURTH QUARTER REPORT 2000 AND 1999 (UNAUDITED) (Amounts in Thousands Except Per Share Data) Three Months Ended December 31, ----------------------------------------------------------------- Post-Restructuring and Pre-Restructuring and Pre-Restr. Special Compensation Costs Special Compensation Costs %Favorable 2000 1999 2000 1999 (Unfavorable) ------------------------------ ----------------------------- ------------- Revenue United States $ 819,839 $ 744,516 $ 819,839 $ 744,516 10.1 International $ 781,022 $ 772,931 $ 781,022 $ 772,931 1.0 Total Revenue $ 1,600,861 $ 1,517,447 $ 1,600,861 $ 1,517,447 5.5 Operating Costs $ 1,323,539 $ 1,296,207 $ 1,323,539 $ 1,296,207 (2.1) Amortization of Intangible Assets $ 35,003 $ 41,724 $ 35,003 $ 41,724 16.1 Restructuring and other Merger Related Costs $ - $ 84,183 $ - $ - N/A Non-recurring Transaction Costs (a) $ 44,715 $ - $ - $ - N/A Income from Operations $ 197,604 $ 95,333 $ 242,319 $ 179,516 35.0 Interest Expense $ (34,276) $ (21,561) $ (34,276) $ (21,561) (59.0) Other Income, Net $ 31,380 $ 46,314 $ 31,380 $ 46,314 (32.2) Income Before Provision for Income Taxes $ 194,708 $ 120,086 $ 239,423 $ 204,269 17.2 Provision for Income Taxes $ 82,789 $ 51,703 $ 85,912 $ 84,449 (1.7) Net Equity Interests (b) $ (8,735) $ (12,506) $ (8,735) $ (12,506) 30.2 Net Income $ 103,184 $ 55,877 $ 144,776 $ 107,314 34.9 Per Share Data: Basic E.P.S. $ 0.34 $ 0.19 $ 0.47 $ 0.36 30.6 Diluted E.P.S. (c) $ 0.33 $ 0.18 $ 0.46 $ 0.35 31.4 Dividend per share - Interpublic $ 0.095 $ 0.085 $ 0.095 $ 0.085 11.8 Weighted Average Shares: Basic 306,653 298,698 306,653 298,698 Diluted 321,715 309,790 328,075 316,483 Twelve Months Ended December 31, ----------------------------------------------------------------- Post-Restructuring and Pre-Restructuring and Pre-Restr. Special Compensation Costs Special Compensation Costs %Favorable 2000 1999 2000 1999 (Unfavorable) ------------------------------ ----------------------------- ------------- Revenue United States $ 3,073,854 $ 2,560,161 $ 3,073,854 $ 2,560,161 20.1 International $ 2,551,991 $ 2,417,662 $ 2,551,991 $ 2,417,662 5.6 Total Revenue $ 5,625,845 $ 4,977,823 $ 5,625,845 $ 4,977,823 13.0 Operating Costs $ 4,679,845 $ 4,215,818 $ 4,679,846 $ 4,215,818 (11.0) Amortization of Intangible Assets $ 112,478 $ 99,326 $ 112,478 $ 99,326 (13.2) Restructuring and other Merger Related Costs $ 116,131 $ 84 183 $ - $ - N/A Non-recurring Transaction Costs (a) $ 44,715 $ - $ - $ - N/A Income from Operations $ 672,676 $ 578,496 $ 833,521 $ 662,679 25.8 Interest Expense $ (109,111) $ (81,341) $ (109,111) $ (81,341) (34.1) Other Income, Net $ 94,341 $ 103,562 $ 94,341 $ 103,562 (8.9) Income Before Provision for Income Taxes $ 657,906 $ 600,717 $ 818,751 $ 684,900 19.5 Provision for Income Taxes $ 273,034 $ 243,971 $ 319,352 $ 276,717 (15.4) Net Equity Interests (b) $ (26,214) $ (25,459) $ (26,214) $ (25,459) (3.0) Net Income $ 358,658 $ 331,287 $ 473,185 $ 382,724 23.6 Per Share Data: Basic E.P.S. $ 1.18 $ 1.11 $ 1.56 $ 1.28 21.9 Diluted E.P.S. (d) $ 1.15 $ 1.07 $ 1.51 $ 1.24 21.8 Dividend per share - Interpublic $ 0.370 $ 0.330 $ 0.370 $ 0.330 12.1 Weighted Average Shares: Basic 303,192 297,992 303,192 297,992 Diluted 312,653 308,839 319,346 315,532
(a) Costs incurred in connection with the acquisition of Deutsch, Inc. accounted for as a pooling of interests. (b) Net equity interests is the net of equity in income of unconsolidated affiliates less income attributable to minority interests of consolidated subsidiaries. (c) 2000 Post-Restructuring and 1999 Pre-Restructuring includes the assumed conversion of the 1.80% Convertible Subordinated Notes. 2000 Pre-Restructuring includes the assumed conversion of the 1.80% and 1.87% Convertible Subordinated Notes. (d) 2000 and 1999 Pre-Restructuring includes the assumed conversion of the 1.8% Convertible Subordinated Notes. All prior data has been restated to reflect the aggregate effect of Deutsch, Inc., NFO Worldwide, Inc. and several other acquisitions accounted for as poolings of interests.