8-K

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 (Date of earliest event reported): August 12, 2003

The Interpublic Group of Companies, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware	1-6686	13-1024020
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer 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

(Former Name or Former Address, if Changed Since Last Report)

Item 12. Results of Operations and Financial Condition.

On August 12, 2003, the Company posted a slide show on its website in connection with its quarterly earnings conference call. A copy of the slide show is attached hereto as Exhibit 99.1.

Exhibit 99.1: Investor Presentation of the Company, dated August 12, 2003.

2

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: August 13, 2003	By:	/s/    NICHOLAS J. CAMERA
		Nicholas J. Camera Senior Vice President, General Counsel and Secretary

3

EX-99

The Interpublic Group

[LOGO]

2nd Quarter

Conference Call Notes

August 2003

Conference Call Agenda

I. Second Quarter Highlights

II. Operating Performance

III. Balance Sheet Management

IV. Outlook

V. Questions and Answers

Second Quarter Highlights

Balance Sheet Management

• Zero-Coupon Notes Redeemed

• Bank Facility Renewed

• Sale of NFO WorldGroup Completed July 10

Operating Performance

• Organic Revenue Increases in the U.S.

• Revenue Challenge Continues

• Cost Reduction Initiatives Underway

[LOGO]

Operating Performance

The Interpublic Group of Companies

Second Quarter 2003

• Reported Revenue Up 0.6%

– Constant Currency Revenue Down 3.6%

– Organic Revenue Down 3.0%

• Total Operating Expenses Up 13.3%

– Salary and Related Up 4.7 %; on a constant currency basis up 0.8%

– Office and General Up 5.4 %, including higher professional fees and financing costs; on a constant currency basis up 0.6%

• Restructuring and Impairment of $105.4MM Incurred

– Restructuring activities total $94.4MM ($61.6MM after tax)

– Long-Lived Asset Impairment Expense: $11.0MM

• Net Loss Per Share: $(.04)

– EPS from Continuing Operations $(.06)

– EPS from Discontinued Operations $.02

Summary

Second Quarter 2003

($ Millions, except per share data)

	Q2 ‘03			Q2 ‘02			% Change
Revenue	$	1,499.4		$	1,490.4		0.6	%
Operating Costs*		1,342.1			1,277.7		5.0	%
Restructuring Charges		94.4			—		N/A
Long-Lived Asset Impairment		11.0			—		N/A
Operating Income		51.9			212.7		(75.6	)%
Margin %		3.5	%		14.3	%
Other Income/(Expense)		(45.4	)		(38.4	)	18.2	%
Taxes		22.4			67.3		(66.7	)%
Net Equity Interests		(7.1	)		(8.4	)	(15.5	)%
Income (Loss) from Continuing Operations		(23.0	)		98.6		(123.3	)%
Income from Discontinued Operations		9.5			10.4		(8.7	)%
Net Income (Loss)	$	(13.5	)	$	109.0		(112.4	)%
Diluted EPS
Continuing Operations	$	(0.06	)	$	0.26		(123.1	)%
Discontinued Operations	$	0.02		$	0.03		(33.3	)%
Total Diluted EPS	$	(0.04	)	$	0.29		(113.8	)%
*  Includes Depreciation and Amortization:	$	69.0		$	70.2

Summary

YTD 2003

($ Millions, except per share data)

	YTD ‘03			YTD ‘02			% Change
Revenue	$	2,815.1		$	2,809.4		0.2	%
Operating Costs*		2,625.9			2,474.7		6.1	%
Restructuring Charges		94.4			—		N/A
Long-Lived Asset Impairment		22.1			—		N/A
Operating Income		72.7			334.7		(78.3	)%
Margin %		2.6	%		11.9	%
Other Income/(Expense)		(79.2	)		(66.5	)	19.1	%
Taxes		16.8			102.6		(83.6	)%
Net Equity Interests		(10.9	)		(10.9	)	0.0	%
Income (Loss) from Continuing Operations		(34.2	)		154.7		(122.1	)%
Income from Discontinued Operations		12.1			14.1		(14.2	)%
Net Income (Loss)	$	(22.1	)	$	168.8		(113.1	)%
Diluted EPS
Continuing Operations	$	(0.09	)	$	0.41		(122.0	)%
Discontinued Operations	$	0.03		$	0.04		(25.0	)%
Total Diluted EPS	$	(0.06	)	$	0.44	**	(113.6	)%
*       Includes Depreciation and Amortization:	$	134.1		$	135.9
**     Does not foot due to rounding

Components of Revenue Change

Second Quarter 2003

	Variance %
Effects of:
Organic	(3.0%	)
Currency Translation	4.2%
Acquisitions/Dispositions	(0.6%	)
2003 Reported Revenue Change	0.6%

Components of Net Income Change

Second Quarter 2003

($ Millions)

2Q 2002 Income from Continuing Operations	$	98.6
Increase in Revenue (includes currency translation effect of $ 65.7)		9.0
Increase in Operating Costs (includes currency translation effect of $ 56.7)		(64.4	)
Increase in Long-Lived Asset Impairment		(11.0	)
Increase in Restructuring Charges		(94.4	)
Decrease in Non-Operating Items (primarily taxes)		37.9
Increase in Equity Earnings and Minority Interests		1.3
2Q 2003 Loss from Continuing Operations	$	(23.0	)

Analysis of Change

Second Quarter 2003

($ Millions)

	2002 Results			Currency			Acquisitions / Dispositions			LT Asset Impairment			Restructuring Charges			Organic			2003 Results
Revenue	$	1,490.4		$	65.7		$	(10.5	)	$	—		$	—		$	(46.2	)	$	1,499.4
Operating Expenses		1,277.7			56.7			(8.3	)		11.0			94.4			16.0			1,447.5
Operating Income		212.7			9.0			(2.2	)		(11.0	)		(94.4	)		(62.2	)		51.9
Operating Margin Change					(0.1	%)		0.0	%		(0.7	%)		(6.1	%)		(3.9	%)
Operating Margin		14.3	%		14.2	%		14.2	%		13.5	%		7.4	%		3.5	%		3.5	%

Organic Performance Analysis

Second Quarter 2003

($ Millions)

	Q2 2003
Revenue	$	(46.2	)
Severance		(9.6	)
Financing Costs		(7.4	)
Professional Fees		(13.3	)
Other Operating Expenses		14.3
Operating Income	$	(62.2	)

Components of Revenue Change

YTD 2003

	Variance %
Effects of:
Organic	(3.8	)%
Currency Translation	4.2	%
Acquisitions/Dispositions	(0.2	%)
2003 Reported Revenue Change	0.2	%

Components of Net Income Change

YTD 2003

($ Millions)

YTD 2002 Income from Continuing Operations	$	154.7
Increase in Revenue (includes currency translation effect of $ 122.2)		5.7
Increase in Operating Costs (includes currency translation effect of $ 116.3)		(151.2	)
Increase in Long-Lived Asset Impairment		(22.1	)
Increase in Restructuring Charges		(94.4	)
Decrease in Non-Operating Items (primarily taxes)		73.1
Increase in Equity Earnings and Minority Interests		—
YTD 2003 Loss from Continuing Operations	$	(34.2	)

Analysis of Change

YTD 2003

($ Millions)

	2002 Results			Currency			Acquisitions/ Dispositions			LT Asset Impairment			Restructuring Charges			Organic			2003 Results
Revenue	$	2,809.4		$	122.2		$	(6.0	)	$	—		$	—		$	(110.5	)	$	2,815.1
Operating Expenses		2,474.7			116.3			(8.5	)		22.1			94.4			43.4			2,742.4
Operating Income		334.7			5.9			2.5			(22.1	)		(94.4	)		(153.9	)		72.7
Operating Margin Change					(0.3	%)		0.1	%		(0.7	%)		(3.3	%)		(5.1	%)
Operating Margin		11.9	%		11.6	%		11.7	%		11.0	%		7.7	%		2.6	%		2.6	%

Organic Performance Analysis

YTD 2003

($ Millions)

	YTD 2003
Revenue	$	(110.5	)
Severance		(23.1	)
Financing Costs		(15.4	)
Professional Fees		(19.4	)
Other Operating Expenses		14.5
Operating Income	$	(153.9	)

Motorsports

($ Millions)

	Q2 ‘03			Q2 ‘02			YTD ‘03			YTD ‘02
Revenue	$	17.5		$	31.3		$	27.4		$	47.2
Operating Costs		27.5			45.7			47.8			61.0
Operating Loss before Impairment		(10.0	)		(14.4	)		(20.4	)		(13.8	)
Long-Lived Asset Impairment		(11.0	)		—			(22.1	)		—
Operating Loss	$	(21.0	)	$	(14.4	)	$	(42.5	)	$	(13.8	)

Restructuring Charges

Second Quarter 2003

($ Millions)

	Total		Cash Paid Through June 30, 2003		Future Cash		Non-Cash
Severance	$	66.0	$	12.2	$	52.8	$	1.0
Facilities Costs		28.4		0.3		23.3		4.8
Total Restructuring Charges	$	94.4	$	12.5	$	76.1	$	5.8

Selected Balance Sheet Items

($ Millions)

	June 30, 2003			December 31, 2002			June 30, 2002
Cash & Cash Equivalents	$	700.1		$	933.0		$	537.3
Total Debt		2,716.6			2,638.0			2,950.2
Net Debt	$	2,016.5		$	1,705.0		$	2,412.9
Debt as a % of Capital		55.0	%		55.7	%		57.6	%
Stockholders’ Equity	$	2,225.5		$	2,100.0		$	2,169.5

Debt as % of Capitalization: Adjusted ^{(1) (2)}

[CHART]

		Sep-01			Dec-01			Mar-02			Jun-02			Sep-02			Dec-02			Mar-03			Jun-03
Total Debt	$	3,098		$	2,909		$	2,867		$	2,950		$	2,876		$	2,638		$	2,698	(1)	$	2,574	(2)
Cash		685			935			575			537			615			933			606	(1)		529	(2)
Debt as % of Capital		64.1	%		61.3	%		60.2	%		57.6	%		58.4	%		55.7	%		55.6	%		53.6	%

*NOTE:

(1) Actual reported March 31, 2003 includes proceeds of $778.0 from the sale of the 4.5% Notes, as well as $582.5 of Zero-Coupon Notes, which were tendered by April 4th. Adjusted March 31, 2003 excludes the $582.5 of Zero-Coupon Notes which were settled in April. Management believes that showing the adjusted Debt and Debt as a % of Capital excluding these notes is relevant when comparing the periods.

(2) Adjusted June 30, 2003 includes the $142.5 redemption of term loans on August 8, 2003. In addition to the principal amount paid, the Company paid a prepayment penalty of $24.5. Management believes that showing the adjusted Debt and Debt as a % of Capital including the redemption of the term loans is relevant when comparing the periods.

Improved Debt Maturity Schedule

Total Debt = $2.7Bn

2003		2004		2005		2006		2007+
$101.6	$	271.3	$	584.1	$	363.0	$	1,396.5

1.87% Convertible	1.80% Convertible
4.50% Convertible	7.88% Senior Notes
7.25% Senior Notes	5-Year Revolving Facility
Term Loans	Other

Improved Debt Maturity Schedule: Adjusted⁽¹⁾

Total Debt = $2.6Bn⁽¹⁾

2003	2004	2005	2006	2007+
$101.6	$240.0	$577.9	$333	$1,321.5

1.87% Convertible	1.80% Convertible
4.50% Convertible	7.88% Senior Notes
7.25% Senior Notes	5-year Revolving Facility
Term Loans	Other

⁽¹⁾ Adjusted for the redemption of $142.5 term loans on August 8, 2003

Strong Liquidity Position

($ Millions)

	As of June 30, 2003
	Total Amount of Facility		Outstanding			Available
Committed Facilities:
364 Day Revolving Credit Facility	$	500.0	$	166.4	(1)	$	333.6
5 Year Revolving Credit Facility	$	375.0	$	57.6		$	317.4
Other Committed Credit Facilities	$	50.8	$	0.0		$	50.8
Total Committed Facilities	$	925.8	$	224.0		$	701.8
Uncommitted Facilities (2)	$	795.4	$	81.5		$	—	(2)
Total Credit Facilities	$	1,721.2	$	305.5		$	701.8
Cash and Cash Equivalents						$	700.1
Total Liquidity Available						$	1,401.9

*NOTE:

(1) Comprised on Letters of Credit issued under the facility’s Letter of Credit sub-facility. Not considered debt for GAAP reporting.

(2) Domestic and international uncommitted facilities. These amounts are excluded for the purposes of analysis.

Declining Acquisition Activity Has Reduced

Deferred Payment Obligations

	2000	2001	2002	2003	2004
Cash	158.1	227.1	240.0	162.7	83.9
Stock	63.2	46.0	83.2	47.2	13.7

Cautionary Statement

This document 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, and gains expected from the NFO transaction, constitute forward-looking statements. These statements are based on current plans, estimates and projections, and therefore undue reliance should not be placed 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. 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 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, developments from changes in the regulatory and legal environment for advertising and marketing and communications services companies around the world and the successful completion and integration of acquisitions which complement and expand Interpublic’s business capabilities. Interpublic’s liquidity could be adversely affected if Interpublic is unable to access capital or to raise proceeds from asset sales. In addition, Interpublic could be adversely affected by developments in connection with the purported class actions and derivative suits that it is defending or the SEC investigation relating to the restatement of its financial statements. Its financial condition and future results of operations could also be adversely affected if Interpublic recognizes additional impairment charges due to future events or in the event of other adverse accounting-related developments.

In addition, Interpublic’s representatives may from time to time refer to “pro forma” financial information, including information before taking into account specified items. Because “pro forma” financial information by its very nature departs from traditional accounting conventions, this information should not be viewed as a substitute for the information prepared by Interpublic in accordance with GAAP, including the balance sheets and statements of income and cash flow contained in Interpublic’s quarterly and annual reports filed with the SEC on Forms 10-Q and 10-K. Investors should evaluate any statements made by Interpublic in light of these important factors.

Appendices

The Interpublic Group of Companies

Revenue by Discipline

Second Quarter 2003

($ Millions)

	QUARTER-TO-DATE
	REVENUE
			% of				% of		%
	2003		Rev		2002		Rev		Growth
MARKETING COMMUNICATIONS	$	421.2	28.1	%	$	421.4	28.3	%	—
MARKETING SERVICES		108.1	7.2	%		112.2	7.5	%	(3.6	%)
TOTAL MARKETING AND COMMUNICATION SERVICES		529.3	35.3	%		533.6	35.8	%	(0.8	%)
ADVERTISING & MEDIA		970.1	64.7	%		956.8	64.2	%	1.4	%
TOTAL REVENUE	$	1,499.4	100.0	%	$	1,490.4	100.0	%	0.6	%

Revenue by Discipline

YTD 2003

($ Millions)

	YEAR-TO-DATE
	REVENUE
	2003		% of Rev		2002		% of Rev		% Growth
MARKETING COMMUNICATIONS	$	811.1	28.8	%	$	806.6	28.7	%	0.6	%
MARKETING SERVICES		199.4	7.1	%		202.8	7.2	%	(1.7	%)
TOTAL MARKETING AND COMMUNICATION SERVICES		1,010.5	35.9	%		1,009.4	35.9	%	0.1	%
ADVERTISING & MEDIA		1,804.6	64.1	%		1,800.0	64.1	%	0.3	%
TOTAL REVENUE	$	2,815.1	100.0	%	$	2,809.4	100.0	%	0.2	%

Net New Business

Second Quarter 2003

($ Millions)

Significant Wins
A.G. Edwards	L’Oreal Plenitude
Symbicort	Coffee Growers of Colombia
Rainbow Satellite	Lotrel
Capital One	Sony Play Station
Dell Computer	Carrier Corporation
Macy’s

	2Q’03		YTD’03
Total Wins	$	1,097	$	2,430
Losses		– 778		–1,223
Net New Business	$	319	$	1,207

Revenue by Geography

Second Quarter 2003

($ Millions)

	Revenue		% Total		% Change		% Change Constant $		% Change Organic
Europe	$	442.5	29.5	%	1.1	%	(10.0	)%	(8.3	)%
Asia/Other		120.9	8.1	%	(7.0	%)	(11.9	)%	(11.8	)%
Latin America		61.4	4.1	%	(8.7	%)	(8.6	)%	(7.5	)%
Canada		39.2	2.6	%	15.1	%	2.4	%	6.8	%
Total International		664.0	44.3	%	(0.7	%)	(9.6	)%	(8.1	)%
Total Domestic		835.4	55.7	%	1.7	%	1.7	%	1.4	%
Total Revenue	$	1,499.4	100.0	%	0.6	%	(3.6	)%	(3.0	)%

Revenue by Geography

YTD 2003

($ Millions)

	Revenue		% Total		% Change		% Change Constant $		% Change Organic
Europe	$	796.3	28.3	%	4.0	%	(9.6	%)	(8.8	)%
Asia/Other		223.4	7.9	%	(3.9	%)	(10.1	%)	(9.7	)%
Latin America		106.5	3.8	%	(21.4	%)	(11.6	%)	(10.9	)%
Canada		68.4	2.4	%	7.4	%	(2.6	%)	2.3	%
Total International		1,194.6	42.4	%	(0.2	%)	(9.5	%)	(8.6	)%
Total Domestic		1,620.5	57.6	%	0.5	%	0.5	%	0.0	%
Total Revenue	$	2,815.1	100.0	%	0.2	%	(4.0	%)	(3.8	)%

Points of Margin Pressure

($ Millions)

	Q2 2003		Q2 2002		YTD 2003		YTD 2002
Professional Fees	$	37.6	$	22.9	$	63.7	$	42.2
Financing Costs		12.0		4.6		24.7		9.4
Long-Lived Asset Impairment		11.0		—		22.1		—
	$	60.6	$	27.5	$	110.5	$	51.6

Diluted EPS Calculation

($ Millions)

	1Q			2Q			YTD
Loss from Continuing Operations	$	(11.2	)	$	(23.0	)	$	(34.2	)
Income from Discontinued Operations		2.6			9.5			12.1
Total Net Loss	$	(8.6	)	$	(13.5	)	$	(22.1	)
Total Shares (MM)		381.8			384.3			383.1
Diluted EPS from Continuing Operations	$	(0.03	)	$	(0.06	)	$	(0.09	)
Diluted EPS from Discontinued Operations		0.01			0.02			0.03
Total Diluted EPS	$	(0.02	)	$	(0.04	)	$	(0.06	)