INTERPUBLIC GROUP OF COMPANIES INC, 10-K, 2000-03-24

INTERPUBLIC GROUP OF COMPANIES INC
10-K, 2000-03-24
ADVERTISING AGENCIES

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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

FORM 10-K

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

THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended Commission file number
December 31, 1999 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

Securities registered pursuant to Section 12(b) of the Act:

Name of each exchange on
Title of each class which registered
- ------------------- ------------------------
Common Stock New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X . No .
--- ---

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and
will not be contained, to the best of Registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. X .
---

The aggregate market value of the registrant's voting stock (exclusive of shares
beneficially owned by persons referred to in response to Item 12 hereof) was
$12,170,836,232 as of March 23, 2000.

Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date.

Common Stock outstanding at March 23, 2000: 287,967,109 shares.

DOCUMENTS INCORPORATED BY REFERENCE

1. Portions of the Annual Report to Stockholders for the year ended December
31, 1999 are incorporated by reference in Parts I and II.

2. Portions of the Proxy Statement for the 2000 Annual Meeting of Stockholders
are incorporated by reference in Parts I and III.

<PAGE>
PART I

Item 1. Business
--------

The Interpublic Group of Companies, Inc. was incorporated in Delaware
in September 1930 under the name of McCann-Erickson Incorporated as the
successor to the advertising agency businesses founded in 1902 by A.W. Erickson
and in 1911 by Harrison K. McCann. It has operated under the Interpublic name
since January 1961. As used in this Annual Report, the "Registrant" or
"Interpublic" refers to The Interpublic Group of Companies, Inc. while the
"Company" refers to Interpublic and its subsidiaries.

The advertising agency business is the primary business of the Company.
This business is conducted throughout the world primarily through two
advertising agency systems, McCann-Erickson WorldGroup and The Lowe Group, plus
a number of standalone local agencies. Interpublic also carries on an
independent media buying business through its ownership of Initiative Media
Worldwide and its affiliates, as well as a separate relationship (direct)
marketing business through its ownership of DraftWorldwide, a global public
relations capability through International Public Relations, an internet and
business consultancy through its Zentropy Partners, and a multi-national sports
and event marketing organization, Octagon. The Company also offers advertising
agency services through association arrangements with local agencies in various
parts of the world. Other activities conducted by the Company within the area of
"marketing communications" include brand equity and corporate identity services,
management consulting, healthcare marketing, market research, sales promotion,
internet services, sales meetings and events, multicultural advertising and
promotion, and other related specialized marketing and communications services.

The principal functions of an advertising agency are to plan and create
advertising programs for its clients and to place advertising in various media
such as television, cinema, radio, magazines, newspapers, direct mail, outdoor
and interactive electronic media. The planning function involves analysis of the
market for the particular product or service, evaluation of alternative methods
of distribution and choice of the appropriate media to reach the desired market
most efficiently. The advertising agency develops a communications strategy and
then creates an advertising program, within the limits imposed by the client's
advertising budget, and places orders for space or time with the media that have
been selected.

The principal advertising agency subsidiaries of Interpublic operating
within the United States directly or through subsidiaries and the locations of
their respective corporate headquarters are:

Campbell-Ewald Company............ Detroit (Warren), Michigan

Campbell Mithun Esty LLC.......... Minneapolis, Minnesota

Dailey & Associates, Inc.......... Los Angeles, California

DraftWorldwide, Inc............... Chicago, Illinois

Hill, Holliday, Connors,

Cosmopulos, Inc................. Boston, Massachusetts

International Public Relations. Inc. New York, New York, and London, England

Lowe Lintas & Partners.......... New York, New York

McCann-Erickson USA, Inc.......... New York, New York

Zentropy Partners, Inc............ Cambridge, Massachusetts
<PAGE>

In addition to domestic operations, the Company provides services for
clients whose business is international in scope as well as for clients whose
business is restricted to a single country or a small number of countries. It
has offices in Canada as well as in one or more cities in each of the following
countries:

EUROPE, AFRICA AND THE MIDDLE EAST
----------------------------------

Austria Germany Morocco Slovakia
Azerbaijan Greece Namibia Slovenia
Bahrain Hungary Netherlands South Africa
Belgium Israel Nigeria Spain
Bulgaria Ireland Norway Sweden
Cameroon Italy Oman Switzerland
Croatia Ivory Coast Pakistan Tunisia
Czech Republic Jordan Poland Turkey
Denmark Kazakhstan Portugal Ukraine
Egypt Kenya Qatar United Arab Emirates
Estonia Kuwait Romania United Kingdom
Finland Lebanon Russia Uzbekistan
France Mauritius Saudi Arabia Zambia
Senegal Zimbabwe

LATIN AMERICA AND THE CARIBBEAN
-------------------------------

Argentina Colombia Guatemala Peru
Barbados Costa Rica Honduras Puerto Rico
Bermuda Dominican Republic Jamaica Trinidad
Brazil Ecuador Mexico Uruguay
Chile El Salvador Panama Venezuela

ASIA AND THE PACIFIC
--------------------

Australia Korea Philippines Taiwan
Hong Kong Malaysia Singapore Thailand
India Nepal Sri Lanka Vietnam
Indonesia New Zealand South Korea
Japan People's Republic
of China

Operations in the foregoing countries are carried on by one or more
operating companies, at least one of which is either wholly owned by Interpublic
or a subsidiary or is a company in which Interpublic or a subsidiary owns a 51%
interest or more, except in Malawi and Nepal, where Interpublic or a subsidiary
holds a minority interest.

The Company also offers services in Albania, Aruba, the Bahamas,
Belize, Bolivia, Cambodia, Gabon, Ghana, Grand Cayman, Guadeloupe, Guam, Guyana,
Haiti, Reunion, Ivory Coast, Martinique, Nicaragua, Nigeria, Paraguay, Surinam,
Uganda and Zaire through association arrangements with local agencies operating
in those countries.

For information concerning revenues and long-lived assets on a
geographical basis for each of the last three years, reference is made to Note
12: Geographic Areas of the Notes to the Consolidated Financial Statements in
the Company's Annual Report to Stockholders for the year ended December 31,
1999, which Note is hereby incorporated by reference.

Developments in 1999
- --------------------

The Company completed a number of acquisitions within the United States
and abroad in 1999.

See Note 4 to the Consolidated Financial Statements incorporated by
reference in this Report on Form 10-K for a discussion of acquisitions.

Income from Commissions and Fees
- --------------------------------

The Company generates income 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 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, media bill the Company at their gross rates. The
Company bills these amounts to its clients, remits the net charges to the media
and retains the balance as its commission. Some clients, however, prefer to
compensate the Company on a fee basis, under which the Company bills its client
for the net charges billed by the media plus an agreed-upon fee. These fees
usually are calculated to reflect the Company's salary costs and out-of-pocket
expenses incurred on the client's behalf, plus proportional overhead and a
profit mark-up.

Normally, the Company, like other agencies, is primarily responsible
for paying the media with respect to firm contracts for advertising time or
space. This is a problem only if the client is unable to pay the Company because
of insolvency or bankruptcy. The Company makes serious efforts to reduce the
risk from a client's insolvency, including (1) carrying out credit clearances,
(2) requiring in some cases payment of media in advance, or (3) agreeing with
the media that the Company will be solely liable to pay the media only after the
client has paid the Company for the media charges.

The Company also receives commissions from clients for planning and
supervising work done by outside contractors in the physical preparation of
finished print advertisements and the production of television and radio
commercials 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 expansion of
negotiated fees, the terms on which outstanding contractors' charges are billed
are subject to wide variations and even include in some instances the
elimination of commissions entirely provided that there are adequate negotiated
fees.

The Company also derives income in many other ways, including the
planning and placement in 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 planning and carrying out of
specialized marketing research; developments/public relations campaigns,
managing special events at which clients' products are featured; and designing
and carrying out interactive programs for special uses.

The five clients of the Company that made the largest contribution in
1999 to income from commissions and fees accounted individually for 1.8% to 8.0%
of such income and in the aggregate accounted for over approximately 18% of such
income. Twenty clients of the Company accounted for approximately 28% of such
income. Based on income from commissions and fees, the three largest clients of
the Company are General Motors Corporation, Nestle and Unilever. General Motors
Corporation first became a client of one of the Company's agencies in 1916 in
the United States. Predecessors of several of the Lintas agencies have supplied
advertising services to Unilever since 1893. The client relationship with Nestle
began in 1940 in Argentina. While the loss of the entire business of one of the
Company's three largest clients might have a material adverse effect upon the
business of the Company, the Company believes that it is very unlikely that the
entire business of any of these clients would be lost at the same time, because
it represents several different brands or divisions of each of these clients in
a number of geographical markets - 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 advertising agency
within the Company to a competing agency, and a client may reduce its
advertising budget at any time.

The Company's agencies in many instances have written contracts with
their clients. As is customary in the industry, these contracts provide for
termination by either party on relatively short notice, usually 90 days but
sometimes shorter or longer. In 1999, however, 23% of income from commissions
and fees was derived from clients that had been associated with one or more of
the Company's agencies or their predecessors for 20 or more years.

Personnel
- ---------

As of January 1, 2000, the Company employed approximately 38,600
persons, of whom nearly 16,200 were employed in the United States. Because of
the personal service character of the marketing communications business, the
quality of personnel is of crucial importance to continuing success. There is
keen competition for qualified employees. Interpublic considers its employee
relations to be satisfactory.

The Company has an active program for training personnel. The program
includes meetings and seminars throughout the world. It also involves training
personnel in its offices in New York and in its larger offices worldwide.

Competition and Other Factors
- -----------------------------

The advertising agency and other marketing communications businesses
are highly competitive. The Company's agencies 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. Competition in the advertising agency
business depends to a large extent on the client's perception of the quality of
an agency's "creative product". An agency's ability to serve clients,
particularly large international clients, on a broad geographic basis is also an
important competitive consideration. 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.

Moreover, increasing size bring some limitations to an agency's
potential for securing new business, because many clients prefer not to be
represented by an agency that represents a competitor. Also, clients frequently
wish to have different products represented by different agencies. The fact that
the Company owns two separate worldwide agency systems and interests in other
advertising agencies gives it additional competitive opportunities.

The advertising and marketing communications businesses is subject to
government regulation, both domestic and foreign. There has been an increasing
tendency in the United States on the part of advertisers to resort to the
courts, 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 the
advertising for certain products. Representatives within state governments and
the federal government as well as foreign governments continue to initiate
proposals to ban the advertising of specific products and to impose taxes on or
deny deductions for advertising which, if successful, may have an adverse effect
on advertising expenditures.

Some countries are relaxing commercial restrictions as part of their
efforts to attract foreign investment. However, with respect to other nations,
the international operations of the Company still remain exposed to certain
risks which affect foreign operations of all kinds, such as local legislation,
monetary devaluation, exchange control restrictions and unstable political
conditions. In addition, international advertising agencies are still subject to
ownership restrictions in certain countries because they are considered an
integral factor in the communications process.

<PAGE>
Statement Regarding Forward Looking Disclosure
- ----------------------------------------------

Certain sections of this report, including "Business", "Competition and
Other Factors" and "Management's Discussion and Analysis of Financial Condition
and Results of Operations" contain forward looking statements concerning future
events and developments that involve risks and uncertainties, including those
associated with the effect of national and regional economic conditions, the
ability of the Company to attract new clients and retain existing clients, the
financial success of clients of the Company, other developments of clients of
the Company, and developments from changes in the regulatory and legal
environment for advertising agencies around the world.

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 the Company own office buildings in Louisville, Kentucky; Blair,
Nebraska; Warren, Michigan; Frankfurt, Germany; Sao Paulo, Brazil; Lima, Peru;
Mexico City, Mexico; Santiago, Chile; and Brussels, Belgium and own office
condominiums in Buenos Aires, Argentina; Bogota, Colombia; Manila, the
Philippines; in England, subsidiaries of the Company own office buildings in
London, Manchester, Birmingham and Stoke-on-Trent.

The Company's ownership of the office building in Frankfurt is subject
to three mortgages which became effective on or about February 1993. These
mortgages terminate at different dates, with the last to expire in February
2003. Reference is made to Note 10: Long-Term Debt, of the Notes to the
Consolidated Financial Statements in the Company's Annual Report to Stockholders
for the year ended December 31, 1999, which Note is hereby incorporated by
reference.

Item 3. Legal Proceedings
-----------------

Neither the Company nor any of its subsidiaries are subject to any
pending material legal proceedings.

Item 4. Submission of Matters to a Vote of Security Holders
---------------------------------------------------

Not applicable.

Executive Officers of the Registrant
- ------------------------------------

There follows the information disclosed in accordance with Item 401 of
Regulation S-K of the Securities and Exchange Commission (the "Commission") as
required by Item 10 of Form 10-K with respect to executive officers of the
Registrant.

Name Age Office
- ---- --- ------

Philip H. Geier, Jr.(1) 65 Chairman of the Board, President
and Chief Executive Officer

Sean F. Orr(1) 45 Executive Vice President, Chief
Financial Officer

Nicholas J. Camera 53 Senior Vice President, General
Counsel and Secretary

John J. Dooner, Jr.(1) 51 Chairman and Chief Executive
Officer of McCann-Erickson
WorldGroup

C. Kent Kroeber 61 Senior Vice President-Human
Resources

Barry R. Linsky 58 Senior Vice President-Planning
and Business Development

Frank B. Lowe(1) 58 Chairman of the Board and Chief
Executive Officer of Lowe Lintas & Partners

Frederick Molz 43 Vice President and Controller

Thomas J. Volpe 64 Senior Vice President-Financial Operations

- ----------
[FN]

(1) Also a Director

</FN>

There is no family relationship among any of the executive officers.

The employment histories for the past five years of Messrs. Geier,
Dooner, Lowe and Orr are incorporated by reference to the Proxy Statement for
Interpublic's 2000 Annual Meeting of Stockholders.

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. Kroeber joined Interpublic in January, 1966 as Manager of
Compensation and Training. He was elected Vice President in 1970 and Senior Vice
President in May, 1980.

Mr. Linsky joined Interpublic in January, 1991 when he was elected
Senior Vice President-Planning and Business Development. Prior to that time, he
was Executive Vice President, Account Management of Lowe & Partners, Inc. Mr.
Linsky was elected to that position in July, 1980, when the corporation was
known as The Marschalk Company and was a subsidiary of Interpublic.

Mr. Molz was elected Vice President and Controller of Interpublic
effective January, 1999. He joined Interpublic in August, 1982, and his most
recent position was Senior Vice President-Financial Operations of Ammirati Puris
Lintas Worldwide, a subsidiary of Interpublic, since April, 1994. He also held
previous positions in the Interpublic Controller's Department and Tax
Department.

Mr. Volpe joined Interpublic in March, 1986. He was appointed Senior
Vice President-Financial Operations in March, 1986. He served as Treasurer from
January 1, 1987 through May 17, 1988 and the Treasurer's office continues to
report to him.

<PAGE>
PART II

Item 5. Market for the Registrant's Common Equity and Related Stockholder
-----------------------------------------------------------------
Matters
-------

The response to this Item is incorporated:

(i) by reference to the Registrant's Annual Report to Stockholders for
the year ended December 31, 1999. See the heading: Results by
Quarter (Unaudited), and Note 2: Stockholders' Equity, of the
Notes to the Consolidated Financial Statements and information
under the heading Transfer Agent and Registrar for Common Stock;

(ii) on October 5, 1999, a subsidiary of the Registrant acquired 100%
of the capital stock of a company in consideration for which
Registrant paid $2,960,612.88 in cash and issued 24,330 shares of
Interpublic Stock to the shareholders of the acquired company. The
shares of Interpublic Stock had a market value of $985,365.00 on
the date of issuance. The shares of Interpublic Stock were issued
by the Registrant without registration in an "offshore
transaction" and solely to "non-U.S. persons" in reliance on Rule
903(b)(3) of Regulation S under the Securities Act;

(iii) on October 26, 1999, a subsidiary of the Registrant acquired 100%
of the capital stock of a company in consideration for which
Registrant paid $1,508,780.00 in cash and issued 17,412 shares of
Interpublic Stock to the shareholders of the acquired company. The
shares of Interpublic Stock were valued at $682,332.75 on the date
of issuance. The shares of Interpublic Stock were issued by the
Registrant without registration in an "offshore transaction" and
solely to "non-U.S. persons" in reliance on Rule 903(b)(3) of
Regulation S under the Securities Act;

(iv) on October 29, 1999, the Registrant issued a total of 63,990
shares of Interpublic Stock and paid $7,048,233.75 to shareholders
of a foreign company as installment payments of the purchase price
of the capital stock of the foreign company. The Interpublic stock
issued had a market value of (pound)1,412,500 (U.S.$2,353,225) on
the date of issuance. The shares of Interpublic Stock were issued
by the Registrant without registration in an "offshore
transaction" and solely to "non-U.S. persons" in reliance on Rule
903(b)(3) of Regulation S under the Securities Act;

(v) on October 29, 1999, the Registrant issued an aggregate of 16,243
shares of Interpublic Stock and paid $416,687.55 in cash to the
two former stockholders of a company which was acquired in the
fourth quarter of 1998. This represented a deferred payment of the
purchase price. The shares of Interpublic Stock were valued at
$625,050.57 on the date of issuance. The shares of Interpublic
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;

(vi) on November 8, 1999, a subsidiary of the Registrant acquired
substantially all of the assets and assumed substantially all the
liabilities of a domestic company in consideration for which the
registrant paid $19,230,657.25 in cash and issued a total of
1,019,831 shares of the registrant's common stock par value $.10
per share ("Interpublic Stock") to the security holders of the
company. The shares of Interpublic Stock had a market value of
$39,317,646.53 on the date of issuance. The shares of Interpublic
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;
<PAGE>

(vii) on November 9, 1999, a subsidiary of the Registrant acquired 100%
of the capital stock of a domestic company in consideration for
which the Registrant paid $1,900,000 in cash and issued a total of
200,131 shares of Interpublic Stock to the security holders of the
company. The shares of Interpublic Stock had a market value of
$7,600,000 on the date of issuance. The shares of Interpublic
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;

(viii) on November 12, 1999, the Registrant paid U.S. $8,130,000 in cash
and issued a total of 210,948 shares of Interpublic Stock to
shareholders of a foreign company as an installment payment of the
purchase price for 100% of the capital stock of a foreign company
acquired in the first quarter of 1998. The Interpublic stock
issued had a market value of (pound)5,000,000 (U.S. $8,250,700) on
the date of issuance. The shares of Interpublic Stock were issued
by the Registrant without registration in an "offshore
transaction" and solely to "non-U.S. persons" in reliance on Rule
903(b)(3) of Regulation S under the Securities Act;

(ix) on November 24, 1999, the Registrant issued a total of 178,763
shares of Interpublic Stock to shareholders of a foreign company
in full payment of the purchase price for 100% of the capital
stock of the foreign company. The Interpublic stock issued had a
market value of (pound)4,350,000 (U.S. $7,074,536) on the date of
issuance. The shares of Interpublic Stock were issued by the
Registrant without registration in an "offshore transaction" and
solely to "non-U.S. persons" in reliance on Rule 903(b)(3) of
Regulation S under the Securities Act;

(x) on December 10, 1999, a subsidiary of the Registrant acquired 100%
of the issued and outstanding shares of a company in consideration
for which the Registrant paid $1,000,000 in cash and issued 31,764
shares of Interpublic Stock to the acquired company's
shareholders. The shares of Interpublic Stock had a market value
of $1,500,000 on the date of issuance. The shares of Interpublic
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;

(xi) on December 14, 1999, the Registrant paid U.S. $4,481,636.20 in
cash and issued a total of 31,838 shares of Interpublic Stock to
shareholders of a foreign company in full payment of the purchase
price for 51% of the capital stock of the foreign company. The
Interpublic stock issued had a market value of DM 2,900,000 (U.S.
$1,505,633) on the date of issuance. The shares of Interpublic
Stock were issued by the Registrant without registration in an
"offshore transaction" and solely to "non-U.S. persons" in
reliance on Rule 903(b)(3) of Regulation S under the Securities
Act;

(xii) on December 16, 1999, the Registrant paid U.S. $11,416,000 in cash
and issued a total of 237,279 shares of Interpublic Stock to
shareholders of a foreign company in full payment of the purchase
price for 100% of the capital stock of the foreign company. The
Interpublic stock issued had a market value of (pound)7,080,000
(U.S. $11,338,903) on the date of issuance. The shares of
Interpublic Stock were issued by the Registrant without
registration in an "offshore transaction" and solely to "non-U.S.
persons" in reliance on Rule 903(b)(3) of Regulation S under the
Securities Act;

(xiii) on December 17, 1999, the Registrant paid U.S. $1,302,000 in cash
and issued a total of 3,321 shares of Interpublic Stock to
shareholders of a foreign company in full payment of the purchase
price for 60% of the capital stock of the foreign company. The
Interpublic stock issued had a market value of Mexican Pesos
1,505,900 (U.S. $159,776) on the date of issuance. The shares of
Interpublic Stock were issued by the Registrant without
registration in an "offshore transaction" and solely to "non-U.S.
persons" in reliance on Rule 903(b)(3) of Regulation S under the
Securities Act;

(xiv) on December 20, 1999, the Registrant acquired 100% of the capital
stock of a domestic company in consideration for which the
Registrant paid $4,915,500 in cash and issued a total of 31,773
shares of Interpublic Stock to the security holders of the
company. The shares of Interpublic Stock had a market value of
$1,638,500 on the date of issuance. The shares of Interpublic
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;

(xv) on December 23, 1999, a subsidiary of the Registrant acquired 60%
of the capital stock of a foreign company in consideration for
which Registrant paid $867,900 in cash and issued without
registration 13,770 shares of the Common Stock, $.10 par value of
Registrant (the "Interpublic Stock") to the shareholders of the
acquired company. The shares of Interpublic Stock had a market
value of $710,100 on the date of issuance. The shares of
Interpublic Stock were issued by the Registrant without
registration in an "offshore transaction" and solely to "non-U.S.
persons" in reliance on Rule 903(b)(3) of Regulation S under the
Securities Act of 1933, as amended, (the "Securities Act");

(xvi) on December 23, 1999, the Registrant acquired 100% of the capital
stock of three related companies, in consideration for which
Registrant paid $7,309,292 in cash and issued 53,927 shares of
Interpublic Stock to the shareholders of the acquired company. The
shares of Interpublic Stock were valued at $2,696,350 on the date
of issuance. The shares of Interpublic Stock were issued by the
Registrant without registration in an "offshore transaction" and
solely to "non-U.S. persons" in reliance on Rule 903(b)(3) of
Regulation S under the Securities Act;

(xvii) on December 30, 1999, the Registrant acquired 100% of the capital
stock of a company in consideration for which Registrant paid
$4,065,501.13 in cash and issued 9,658 shares of Interpublic Stock
to the shareholders of the acquired company. The shares of
Interpublic Stock were valued at $536,622.63 on the date of
issuance. The shares of Interpublic Stock were issued by the
Registrant without registration in an "offshore transaction" and
solely to "non-U.S. persons" in reliance on Rule 903(b)(3) of
Regulation S under the Securities Act;

(xviii)on October 13, 1999, a subsidiary of the Registrant acquired 100%
of the capital stock of a domestic company in consideration for
which Registrant paid $2,025,000 in cash and issued 17,159 shares
of the Common Stock, $.10 par value, of Registrant (the
"Interpublic Stock") to the shareholders of the acquired company.
The shares of Interpublic Stock were valued at $674,992.16 on the
date of issuance. The shares of Interpublic 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;

(xix) on December 7, 1999, IPG acquired all of the common stock of a
company in exchange for which Interpublic issued to the former
stockholders of the company 357,833 shares of Interpublic Stock
with a value on the date of issuance of $15,000,000. The shares of
Interpublic 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; and

(xx) on December 1, 1999, a subsidiary of the Registrant acquired 100%
of the capital stock of a foreign company in consideration for
which Registrant issued 5,158,122 shares of the Common Stock, $.10
par value of Registrant (the "Interpublic Stock") to the
shareholders of the acquired company. The shares of Interpublic
Stock had a market value of U.S. $239,853,000 on the date of
issuance. The shares of Interpublic Stock were issued by the
Registrant without registration in an "offshore transaction" and
solely to "non-U.S. persons" in reliance on Rule 903(b)(3) of
Regulation S under the Securities Act of 1933, as amended (the
"Securities Act").

Item 6. Selected Financial Data
-----------------------

The response to this Item is incorporated by reference to the
Registrant's Annual Report to Stockholders for the year ended December 31, 1999
under the heading Selected Financial Data for Five Years.

Item 7. Management's Discussion and Analysis of Financial Condition and
---------------------------------------------------------------
Results of Operations
---------------------

The response to this Item is incorporated by reference to the
Registrant's Annual Report to Stockholders for the year ended December 31, 1999
under the heading 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
-------------------------------------------

The response to this Item is incorporated in part by reference to the
Registrant's Annual Report to Stockholders for the year ended December 31, 1999
under the headings Financial Statements and Notes to the Consolidated Financial
Statements. Reference is also made to the Financial Statement Schedule listed
under Item 14(a) of this Report on Form 10-K.

Item 9. Changes in and Disagreements with Accountants on Accounting and
---------------------------------------------------------------
Financial Disclosure
--------------------

Not applicable.

PART III

Item 10. Directors and Executive Officers of the Registrant
--------------------------------------------------

The information required by this Item is incorporated by reference to
the Registrant's Proxy Statement for its 2000 Annual Meeting of Stockholders
(the "Proxy Statement"), to be filed not later than 120 days after the end of
the 1999 calendar year, except for the description of Interpublic's Executive
Officers which appears in Part I of this Report on Form 10-K under the heading
"Executive Officers of the Registrant".

Item 11. Executive Compensation
----------------------

The information required by this Item is incorporated by reference to
the Proxy Statement. Such incorporation by reference shall not be deemed to
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.

Item 13. Certain Relationships and Related Transactions
----------------------------------------------

PART IV

Item 14. Exhibits, Financial Statement Schedule, and Reports on Form 8-K
---------------------------------------------------------------

(a) Listed below are all financial statements, financial statement
schedules and exhibits filed as part of this Report on Form 10-K.

1. Financial Statements:

See the Index to Financial Statements on page F-1.

2. Financial Statement Schedule:

See the Index to Financial Statement Schedule on page F-1.

3. Exhibits:

(Numbers used are the numbers assigned in Item 601 of Regulation S-K
and the EDGAR Filer Manual. An additional copy of this exhibit index immediately
precedes the exhibits filed with this Report on Form 10-K and the exhibits
transmitted to the Commission as part of the electronic filing of the Report.)

Exhibit No. Description
- ------------ -----------
3 (i) The Restated Certificate of Incorporation of the Registrant,
as amended is incorporated by reference to its Report on Form
10-Q for the quarter ended June 30, 1999. See Commission file
number 1-6686.

(ii) The By-Laws of the Registrant, amended as of February 19,
1991, are incorporated by reference to its Report on Form 10-K
for the year ended December 31, 1990. See Commission file
number 1-6686.

4 Instruments Defining the Rights of Security Holders.

(i) Indenture, dated as of September 16, 1997 between Interpublic
and The Bank of New York is incorporated by reference to the
Registrant's Report on Form 10-Q for the quarter ended
September 30, 1998. See Commission file number 1-6686.

(ii) The Preferred Share Purchase Rights Plan as adopted on July
18, 1989 is incorporated by reference to Registrant's
Registration Statement on Form 8-A dated August 1, 1989 (No.
00017904) and, as amended, by reference to Registrant's
Registration Statement on Form 8 dated October 3, 1989 (No.
00106686).

10 Material Contracts.

(a) Purchase Agreement, dated September 10, 1997, among The
Interpublic Group of Companies, Inc. ("Interpublic"), Morgan
Stanley & Co., Incorporated, Goldman Sachs and Co. and SBC
Warburg Dillon Read Inc. is incorporated by reference to the
Registrant's Report on Form 10-Q for the quarter ended
September 30, 1999. See Commission file number 1-6686.

(b) Employment, Consultancy and other Compensatory Arrangements
with Management.

Employment and Consultancy Agreements and any amendments or
supplements thereto and other compensatory arrangements filed
with the Registrant's Reports on Form 10-K for the years ended
December 31, 1980 through December 31, 1998 inclusive, or
filed with the Registrant's Reports on Form 10-Q for the
periods ended March 31, 1999, June 30, 1999 and September 30,
1999 are incorporated by reference in this Report on Form
10-K. See Commission file number 1-6686. Listed below are
agreements or amendments to agreements between the Registrant
and its executive officers which remain in effect on and after
the date hereof or were executed during the year ended
December 31, 1999 and thereafter, unless previously submitted,
which are filed as exhibits to this Report on Form 10-K.

(i) Sean F. Orr
-----------

(a) Employment Agreement dated as of April 27, 1999
between Interpublic and Sean F. Orr.

(b) Executive Special Benefit Agreement dated as of
May 1, 1999 between Interpublic and Sean F. Orr.

(ii) Eugene P. Beard
---------------

(a) Executive Special Benefit Agreement dated as of
March 13, 2000 between Interpublic and Eugene P.
Beard.

(b) Letter Agreement dated as of January 17, 2000
between Interpublic and Eugene P. Beard.

(iii) Martin F. Puris
---------------

(a) Termination Letter dated as of November 1, 1999
between Interpublic and Martin F. Puris.

(i) Trust Agreement, dated as of June 1, 1990 between
Interpublic, Lintas Campbell-Ewald Company,
McCann-Erickson USA, Inc., McCann-Erickson
Marketing, Inc., Lintas, Inc. and Chemical Bank,
as Trustee, is incorporated by reference to
Registrant's Annual Report on Form 10-K for the
year ended December 31, 1990. See Commission file
number 1-6686.

(ii) The Stock Option Plan (1988) and the Achievement
Stock Award Plan of the Registrant are incorporated
by reference to Appendices C and D of the
Prospectus dated May 4, 1989 forming part of its
Registration Statement on Form S-8 (No. 33-28143).

(iii) The Management Incentive Compensation Plan of the
Registrant is incorporated by reference to the
Registrant's Report on Form 10-Q for the quarter
ended June 30, 1995. See Commission file number
1-6686.

(iv) The 1986 Stock Incentive Plan of the Registrant is
incorporated by reference to Registrant's Annual
Report on Form 10-K for the year ended December 31,
1993. See Commission file number 1-6686.

(v) The 1986 United Kingdom Stock Option Plan of the
Registrant is incorporated by reference to
Registrant's Annual Report on Form 10-K for the
year ended December 31, 1992. See Commission file
number 1-6686.

(vi) The Employee Stock Purchase Plan (1985) of the
Registrant, as amended, is incorporated by
reference to Registrant's Annual Report on Form
10-K for the year ended December 31, 1993. See
Commission file number 1-6686.

(vii) The Long-Term Performance Incentive Plan of the
Registrant is incorporated by reference to Appendix
A of the Prospectus dated December 12, 1988 forming
part of its Registration Statement on Form S-8 (No.
33-25555).

(viii) Resolution of the Board of Directors adopted on
February 16, 1993, amending the Long-Term
Performance Incentive Plan is incorporated by
reference to Registrant's Annual Report on Form
10-K for the year ended December 31, 1992. See
Commission file number 1-6686.

(ix) Resolution of the Board of Directors adopted on May
16, 1989 amending the Long-Term Performance
Incentive Plan is incorporated by reference to
Registrant's Report on Form 10-K for the year ended
December 31, 1989. See Commission file number
1-6686.

(x) The 1996 Stock Incentive Plan of the Registrant is
incorporated by reference to the Registrant's
Report on Form 10-Q for the quarter ended June 30,
1996. See Commission file number 1-6686.

(xi) The 1997 Performance Incentive Plan of the
Registrant is incorporated by reference to the
Registrant's Report on Form 10-Q for the quarter
ended June 30, 1997. See Commission file number
1-6686.

(d) Loan Agreements.

(i) Amendment dated August 31, 1999 to the Credit
Agreement dated as of June 25, 1996 between
Interpublic and The Chase Manhattan Bank (formerly
known as Chemical Bank).

(ii) Other Loan and Guaranty Agreements filed with the
Registrant's Annual Report on Form 10-K for the
years ended December 31, 1988 and December 31,
1986 are incorporated by reference in this Report
on Form 10-K. Other Credit Agreements, amendments
to various Credit Agreements, Supplemental
Agreements, Termination Agreements, Loan
Agreements, Note Purchase Agreements, Guarantees
and Intercreditor Agreements filed with the
Registrant's Report on Form 10-K for the years
ended December 31, 1989 through December 31, 1998,
inclusive and filed with Registrant's Reports on
Form 10-Q for the periods ended March 31, 1999,
June 30, 1999 and September 30, 1999 are
incorporated by reference into this Report on Form
10-K. See Commission file number 1-6686.

(e) Leases.

Material leases of premises are incorporated by reference to
the Registrant's Annual Report on Form 10-K for the years
ended December 31, 1980 and December 31, 1988. See Commission
file number 1-6686.

(f) Acquisition Agreement for Purchase of Real Estate.

Acquisition Agreement (in German) between
Treuhandelsgesellschaft Aktiengesellschaft & Co. Grundbesitz
OHG and McCann-Erickson Deutschland GmbH & Co. Management
Property KG ("McCann-Erickson Deutschland") and the English
translation of the Acquisition Agreement are incorporated by
reference to Registrant's Annual Report on Form 10-K for the
year ended December 31, 1992. See Commission file number
1-6686.

(g) Mortgage Agreements and Encumbrances.

(i) Summaries in German and English of Mortgage
Agreements between McCann-Erickson Deutschland and
Frankfurter Hypothekenbank Aktiengesellschaft
("Frankfurter Hypothekenbank"), Mortgage Agreement,
dated January 22, 1993, between McCann-Erickson
Deutschland and Frankfurter Hypothekenbank, Mortgage
Agreement, dated January 22, 1993, between
McCann-Erickson Deutschland and Hypothekenbank are
incorporated by reference to Registrant's Annual
Report on Form 10-K for the year ended December 31,
1993. See Commission file number 1-6686. Summaries in
German and English of Mortgage Agreement, between
McCann-Erickson Deutschland and Frankfurter Sparkasse
and Mortgage Agreement, dated January 7, 1993,
between McCann-Erickson Deutschland and Frankfurter
Sparkasse are incorporated by reference to
Registrant's Annual Report on Form 10-K for the year
ended December 31, 1992. See Commission file number
1-6686.

(ii) Summaries in German and English of Documents creating
Encumbrances in favor of Frankfurter Hypothekenbank
and Frankfurter Sparkasse in connection with the
aforementioned Mortgage Agreements, Encumbrance,
dated January 15, 1993, in favor of Frankfurter
Hypothekenbank, and Encumbrance, dated January 15,
1993, in favor of Frankfurter Sparkasse are
incorporated by reference to Registrant's Annual
Report on Form 10-K for the year ended December 31,
1992. See Commission file number 1-6686.

(iii) Loan Agreement (in English and German), dated January
29, 1993 between Lintas Deutschland GmbH and
McCann-Erickson Deutschland is incorporated by
reference to Registrant's Annual Report on Form 10-K
for the year ended December 31, 1992. See Commission
file number 1-6686.

11 Computation of Earnings Per Share.

13 This Exhibit includes: (a) those portions of the Annual Report to
Stockholders for the year ended December 31, 1999 which are included
therein under the following headings: Financial Highlights;
Vice-Chairman's Report of Management; Management's Discussion and
Analysis of Financial Condition and Results of Operations; Consolidated
Balance Sheet; Consolidated Statement of Income; Consolidated Statement
of Cash Flows; Consolidated Statement of Stockholders' Equity and
Comprehensive Income; Notes to Consolidated Financial Statements (the
aforementioned Consolidated Financial Statements together with the
Notes to Consolidated Financial Statements hereinafter shall be
referred to as the "Consolidated Financial Statements"); Report of
Independent Accountants; Selected Financial Data for Five Years;
Results by Quarter (Unaudited); and Stockholders Information.

21 Subsidiaries of the Registrant.

23 Consent of Independent Accountants:
PricewaterhouseCoopers LLP
Consent of Independent Auditors: Ernst & Young
Consent of Independent Auditors: Ernst & Young LLP

24 Power of Attorney to sign Form 10-K and resolution of Board of
Directors re Power of Attorney.

27 Financial Data Schedules.

99 The Company filed the following reports on Form 8-K during the quarter
ended December 31, 1999:

(i) Agreement and Plan of Merger, dated as of December 20, 1999,
between The Interpublic Group of Companies, Inc. and NFO
Worldwide, Inc., is incorporated by reference to Exhibit 2.1
of the Registrant's Form 8-K dated December 20, 1999.

(ii) Stock Option Agreement, dated as of December 20, 1999, between
The Interpublic Group of Companies, Inc. and NFO Worldwide,
Inc., is incorporated by reference to Exhibit 2.2 of the
Registrant's Form 8-K dated December 20, 1999.
<PAGE>
SIGNATURES

Pursuant to the requirements of Section 13 of the Securities Exchange
Act of 1934, the Registrant has duly caused this Report to be signed on its
behalf by the undersigned, thereunto duly authorized.

THE INTERPUBLIC GROUP OF COMPANIES, INC.
(Registrant)

March 21,2000 BY: Philip H. Geier, Jr.
--------------------
Philip H. Geier, Jr.
Chairman of the Board, President
and Chief Executive Officer
(Principal 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/ Philip H. Geier, Jr. Chairman of the Board, March 21, 2000
- ------------------------ President and Chief Executive
Philip H. Geier, Jr. Officer (Principal Executive
Officer)

/s/ Sean F. Orr Executive Vice President March 21, 2000
- ------------------------ Chief Financial Officer
Sean F. Orr (Principal Financial
Officer) and Director

/s/ Frank J. Borelli Director March 21, 2000
- ------------------------
Frank J. Borelli

/s/ Reginald K. Brack Director March 21, 2000
- ------------------------
Reginald K. Brack

/s/ Jill M. Considine Director March 21, 2000
- ------------------------
Jill M. Considine

/s/ John J. Dooner, Jr. Director March 21, 2000
------------------------
John J. Dooner, Jr.

/s/ Frank B. Lowe Director March 21, 2000
- -------------------------
Frank B. Lowe

/s/ Michael A. Miles Director March 21, 2000
- -------------------------
Michael A. Miles

/s/ Frederick Molz Vice President and March 21, 2000
- ------------------------- Controller (Principal
Frederick Molz Accounting Officer)

/s/ Leif H. Olsen Director March 21, 2000
- -------------------------
Leif H. Olsen

/s/ Allen Questrom Director March 21, 2000
- -------------------------
Allen Questrom

/s/ J. Phillip Samper Director March 21, 2000
- -------------------------
J. Phillip Samper

By: /s/ Nicholas J. Camera
----------------------
Nicholas J. Camera

<PAGE>

F-1

INDEX TO FINANCIAL STATEMENTS

The Financial Statements appearing under the headings: Financial Highlights,
Vice-Chairman's Report of Management; Management's Discussion and Analysis of
Financial Condition and Results of Operations, Consolidated Financial
Statements, Notes to Consolidated Financial Statements, Report of Independent
Accountants, Selected Financial Data for Five Years and Results by Quarter
(Unaudited), accompanying the Annual Report to Stockholders for the year ended
December 31, 1999, together with the report thereon of PricewaterhouseCoopers
LLP dated February 22, 2000 are incorporated by reference in this report on Form
10-K. With the exception of the aforementioned information and the information
incorporated in Items 5, 6 and 7, no other data appearing in the Annual Report
to Stockholders for the year ended December 31, 1999 is deemed to be filed as
part of this report on Form 10-K.

The following financial statement schedule should be read in conjunction with
the financial statements in such Annual Report to Stockholders for the year
ended December 31, 1999. Financial statement schedules not included in this
report on Form 10-K have been omitted because they are not applicable or the
required information is shown in the financial statements or the notes thereto.

Separate financial statements for the companies which are 50% or less owned and
accounted for by the equity method have been omitted because, considered in the
aggregate as a single subsidiary, they do not constitute a significant
subsidiary.

INDEX TO FINANCIAL STATEMENT SCHEDULE

Page

Report of Independent Accountants on
Financial Statement Schedule F-2

Financial Statement Schedule Required to be filed by Item 8 of this form:

VIII Valuation and Qualifying Accounts F-3

<PAGE>
F-2

REPORT OF INDEPENDENT ACCOUNTANTS
ON FINANCIAL STATEMENT SCHEDULE

To the Board of Directors and Stockholders of
The Interpublic Group of Companies, Inc.

Our audits of the consolidated financial statements referred to in our report
dated February 22, 2000 appearing in the 1999 Annual Report to Stockholders of
The Interpublic Group of Companies, Inc. (which report and consolidated
financial statements are incorporated by reference in this Annual Report on Form
10-K) also included an audit of the Financial Statement Schedule listed in Item
14 (a)(2) 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.

PricewaterhouseCoopers LLP

New York, New York
February 22, 2000

<PAGE>

F-3

SCHEDULE VIII

THE INTERPUBLIC GROUP OF COMPANIES, INC. AND ITS SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS

For the Years Ended December 31, 1999, 1998 and 1997

================================================================================

(Dollars in thousands)

COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E COLUMN F
- --------------------------------------------------------------------------------

Additions
---------

Charged
Balance at Charged to to Other Balance
Beginning Costs & Accounts- Deductions- at End
Description of Period Expenses Describe Describe of Period
- --------------------------------------------------------------------------------
Allowance for
Doubtful Accounts -
deducted from
Receivables in the
Consolidated
Balance Sheet:

1999 $53,093 $21,271 $5,148(5) $(22,780)(3) $57,841
2,934(1) (1,215)(2)
(610)(4)

1998 $44,110 $18,362 $6,471(1) $(15,247)(3) $53,093
2,111(5) (3,310)(4)
596(2)

1997 $37,049 $16,753 $2,256(1) $ (2,553)(2) $44,110
848(5) (7,869)(3)
(2,374)(4)

- ----------------------
[FN]

(1) Allowance for doubtful accounts of acquired and newly consolidated
companies.
(2) Foreign currency translation adjustment.
(3) Principally amounts written off.
(4) Reversal of previously recorded allowances on accounts receivable.
(5) Miscellaneous.

</FN>
<PAGE>
INDEX TO DOCUMENTS

Exhibit No. Description
- ------------ -----------

3 (i) The Restated Certificate of Incorporation of the
Registrant, as amended is incorporated by reference to its
Report on Form 10-Q for the quarter ended June 30, 1999. See
Commission file number 1-6686.

(ii) The By-Laws of the Registrant, amended as of February 19,
1991, are incorporated by reference to its Report on Form
10-K for the year ended December 31, 1990. See Commission
file number 1-6686.

4 Instruments Defining the Rights of Security Holders.

(i) Indenture, dated as of September 16, 1997 between
Interpublic and The Bank of New York is incorporated by
reference to the Registrant's Report on Form 10-Q for the
quarter ended September 30, 1998. See Commission file number
1-6686.

10 Material Contracts.

(b) Employment, Consultancy and other Compensatory Arrangements
with Management.

Employment and Consultancy Agreements and any amendments or
supplements thereto and other compensatory arrangements
filed with the Registrant's Reports on Form 10-K for the
years ended December 31, 1980 through December 31, 1998
inclusive, or filed with the Registrant's Reports on Form
10-Q for the periods ended March 31, 1999, June 30, 1999 and
September 30, 1999 are incorporated by reference in this
Report on Form 10-K. See Commission file number 1-6686.
Listed below are agreements or amendments to agreements
between the Registrant and its executive officers which
remain in effect on and after the date hereof or were
executed during the year ended December 31, 1999 and
thereafter, unless previously submitted, which are filed as
exhibits to this Report on Form 10-K.

(i) Sean F. Orr
-----------

(a) Employment Agreement dated as of April 27,
1999 between Interpublic and Sean F. Orr.

(b) Executive Special Benefit Agreement dated as
of May 1, 1999 between Interpublic and Sean
F. Orr.

(ii) Eugene P. Beard
---------------

(a) Executive Special Benefit Agreement dated as
of March 13, 2000 between Interpublic and
Eugene P. Beard.

(b) Letter Agreement dated as of January 17,
2000 between Interpublic and Eugene P.
Beard.

(iii) Martin F. Puris
---------------

(a) Termination Letter dated as of November 1,
1999 between Interpublic and Martin F.
Puris.

(i) Trust Agreement, dated as of June 1, 1990 between
Interpublic, Lintas Campbell-Ewald Company,
McCann-Erickson USA, Inc., McCann-Erickson Marketing,
Inc., Lintas, Inc. and Chemical Bank, as Trustee, is
incorporated by reference to Registrant's Annual
Report on Form 10-K for the year ended December 31,
1990. See Commission file number 1-6686.

(ii) The Stock Option Plan (1988) and the Achievement
Stock Award Plan of the Registrant are incorporated
by reference to Appendices C and D of the Prospectus
dated May 4, 1989 forming part of its Registration
Statement on Form S-8 (No. 33-28143).

(iv) The 1986 Stock Incentive Plan of the Registrant is
incorporated by reference to Registrant's Annual
Report on Form 10-K for the year ended December 31,
1993. See Commission file number 1-6686.

(v) The 1986 United Kingdom Stock Option Plan of the
Registrant is incorporated by reference to
Registrant's Annual Report on Form 10-K for the year
ended December 31, 1992. See Commission file number
1-6686.

(vi) The Employee Stock Purchase Plan (1985) of the
Registrant, as amended, is incorporated by reference
to Registrant's Annual Report on Form 10-K for the
year ended December 31, 1993. See Commission file
number 1-6686.

(vii) The Long-Term Performance Incentive Plan of the
Registrant is incorporated by reference to Appendix A
of the Prospectus dated December 12, 1988 forming
part of its Registration Statement on Form S-8 (No.
33-25555).

(viii) Resolution of the Board of Directors adopted on
February 16, 1993, amending the Long-Term Performance
Incentive Plan is incorporated by reference to
Registrant's Annual Report on Form 10-K for the year
ended December 31, 1992. See Commission file number
1-6686.

(ix) Resolution of the Board of Directors adopted on May
16, 1989 amending the Long-Term Performance Incentive
Plan is incorporated by reference to Registrant's
Report on Form 10-K for the year ended December 31,
1989. See Commission file number 1-6686.

(x) The 1996 Stock Incentive Plan of the Registrant is
incorporated by reference to the Registrant's Report
on Form 10-Q for the quarter ended June 30, 1996. See
Commission file number 1-6686.

(xi) The 1997 Performance Incentive Plan of the Registrant
is incorporated by reference to the Registrant's
Report on Form 10-Q for the quarter ended June 30,
1997. See Commission file number 1-6686.

(d) Loan Agreements.

(i) Amendment dated August 31, 1999 to the Credit
Agreement dated as of June 25, 1996 between
Interpublic and The Chase Manhattan Bank (formerly
known as Chemical Bank).

(ii) Other Loan and Guaranty Agreements filed with the
Registrant's Annual Report on Form 10-K for the years
ended December 31, 1988 and December 31, 1986 are
incorporated by reference in this Report on Form
10-K. Other Credit Agreements, amendments to various
Credit Agreements, Supplemental Agreements,
Termination Agreements, Loan Agreements, Note
Purchase Agreements, Guarantees and Intercreditor
Agreements filed with the Registrant's Report on Form
10-K for the years ended December 31, 1989 through
December 31, 1998, inclusive and filed with
Registrant's Reports on Form 10-Q for the periods
ended March 31, 1999, June 30, 1999 and September 30,
1999 are incorporated by reference into this Report
on Form 10-K. See Commission file number 1-6686.

(e) Leases.

(f) Acquisition Agreement for Purchase of Real Estate.

(g) Mortgage Agreements and Encumbrances.

11 Computation of Earnings Per Share.

21 Subsidiaries of the Registrant.
23 Consent of Independent Accountants:
PricewaterhouseCoopers LLP
Consent of Independent Auditors: Ernst & Young
Consent of Independent Auditors: Ernst & Young LLP

24 Power of Attorney to sign Form 10-K and resolution of Board of
Directors re Power of Attorney.

27 Financial Data Schedules.

99 The Company filed the following reports on Form 8-K during the quarter
ended December 31, 1999:

EXHIBIT 10(b)(i)(a)

EMPLOYMENT AGREEMENT
--------------------

AGREEMENT made as of April 27, 1999 by and between THE INTERPUBLIC GROUP OF
COMPANIES, INC., a corporation of the State of Delaware (hereinafter referred to
as "Interpublic"), and SEAN F. ORR (hereinafter referred to as "Executive").

In consideration of the mutual promises set forth herein the parties hereto
agree as follows:

ARTICLE I
---------

Term of Employment
------------------

1.01 Upon the terms and subject to the conditions set forth herein,
Interpublic will employ Executive for the period beginning June 1, 1999 or an
agreed-upon earlier date and ending on May 31, 2004, or a date representing the
last day of the five year period commencing on the agreed upon earlier date, or
on such earlier date as the employment of Executive shall terminate pursuant to
Article VII or Article VIII. The period during which Executive is employed
hereunder is referred to herein as the "term of employment". Executive will
serve Interpublic during the term of employment.

ARTICLE II
----------

Duties
------

2.01 During the term of employment Executive will:

(i) Use his best efforts to promote the interests of Interpublic and
devote his full time and efforts to its business and affairs;

(ii) Perform such duties as Interpublic may from time to time assign
to him; and

(iii) Serve as Executive Vice President, Chief Financial Officer and
in any such offices of Interpublic or its subsidiaries as he may be elected
or appointed to.

ARTICLE III
-----------

Compensation
------------

3.01 Interpublic will compensate Executive for the duties performed by him
hereunder, including all services rendered as an officer or director of
Interpublic, by payment of a salary at the rate of Five Hundred Thousand Dollars
($500,000) per annum, payable in equal installments, which Interpublic may pay
at either monthly or semi-monthly intervals and Fifty Thousand Dollars ($50,000)
in the form of an Executive Special Benefits Agreement ("ESBA").

3.02 Interpublic may at any time increase the compensation paid to
Executive hereunder if Interpublic in its discretion shall deem it advisable so
to do in order to compensate him fairly for services rendered to Interpublic.

ARTICLE IV
----------

Bonuses
--------

4.01 Executive will be eligible during the term of employment to
participate in the Management Incentive Compensation Plan ("MICP"), in
accordance with the terms and conditions of the Plan established from time to
time. Executive shall be eligible to receive MICP awards up to one hundred
(100%) of his base salary, but the actual award, if any, shall be determined by
Interpublic and shall be based on profits of Interpublic, Executive's individual
performance and management discretion. For calendar year 1999, Executive will be
considered as employed for the full year for MICP determining purposes.

ARTICLE V
---------

Long-Term Performance Incentive Plan; Stock Options
---------------------------------------------------

5.01 As soon as administratively feasible after full execution of this
Agreement, Interpublic will use its best efforts to have the Compensation
Committee of its Board of Directors ("Committee") grant Executive an award for
the 1997-2002 performance period under Interpublic's Performance Incentive Plan
("LTPIP") (pro-rated to the date of this Agreement) equal to Two Thousand One
Hundred (2,100) performance units tied to the cumulative compound profit growth
of Interpublic, and options under Interpublic's Stock Incentive Plan to purchase
Eight Thousand Four Hundred (8,400) shares of Interpublic common stock which may
not be exercised in any part prior to the end of the performance period, and
thereafter shall be exercisable in whole or in part.

5.02 As soon as administratively feasible after full execution of this
Agreement, Interpublic will use its best efforts to have the Committee grant
Executive an award for the 1999-2002 performance period under LTPIP equal to
Five Thousand (5,000) performance units tied to the cumulative compound profit
growth of the Interpublic, and options under Interpublic's Stock Incentive Plan
to purchase Twenty Thousand (20,000) shares of Interpublic Common stock which
may not be exercised in any part prior to the end of the performance period, and
thereafter shall be exercisable in whole or in part.

5.03 As soon as administratively feasible after full execution of this
Agreement, Interpublic will use its best efforts to have the Committee grant
Executive options to purchase an aggregate of Sixty Thousand (60,000) shares of
Interpublic Common Stock, which may not be exercised in any part for a period of
three (3) years from the date of the grant and thereafter shall be exercisable
in three annual installments, the first of which may be exercised for forty
percent (40%) of the number of shares covered by the option on or after the
third anniversary of the date of the grant and the second and third of which may
be exercised on or after each successive anniversary date of the grant for
thirty percent (30%) of the number of shares covered by the option.

5.04 As soon as administratively feasible after full execution of this
Agreement, Interpublic will use its best efforts to have the Committee grant to
Executive, an award of Twenty Thousand (20,000) restricted shares of Interpublic
common stock which shares shall have a restriction period ending five years from
the date of grant.

ARTICLE VI
----------

Other Employment Benefits
-------------------------

6.01 Executive shall be elected a member of Interpublic's Development
Council, which shall entitle him to an automobile allowance of Ten Thousand
<PAGE>
Dollars ($10,000) per annum and a financial planning allowance of Five Thousand
Dollars ($5,000) per annum.

6.02 Executive shall be eligible to participate in such other employee
benefits as are available from time to time to other Interpublic key management
executives in accordance with the then-current terms and conditions established
by Interpublic for eligibility and employee contributions required for
participation in such benefits opportunities.

ARTICLE VII
-----------

Termination
------------

7.01 Interpublic may terminate the employment of Executive hereunder:

(i) By giving Executive notice in writing at any time specifying a
termination date not less than twelve (12) months after the date on which such
notice is given, in which event his employment hereunder shall terminate on the
date specified in such notice; or;

(ii) By giving him notice in writing at any time specifying a
termination date less than twelve (12) months after the date on which such
notice is given. In this event his employment hereunder shall terminate on the
date specified in such notice and Interpublic shall thereafter pay him a sum
equal to the amount by which twelve (12) months salary at his then current rate
exceeds the salary paid to him for the period from the date on which such notice
is given to the termination date specified in such notice. Such payment shall be
made during the period immediately following the termination date specified in
such notice, in successive equal monthly installments each of which shall be
equal to one month's salary at the rate in effect at the time of such
termination, with any residue in respect of a period less than one month to be
paid together with the last installment.

(iii) However, with respect to any payments of salary due to Executive
after notice of termination shall have been given pursuant to Subsection 7.01
(i), should Executive commence other employment during the period when payments
thereunder are being made, said payments shall cease forthwith. Moreover, with
respect to any payment of salary or salary equivalents to Executive after notice
of termination shall have been given pursuant to Subsection 7.01 (ii), should
Executive commence other employment prior to the last payment due under that
subsection, no further payments shall be made to Executive.

7.02 Executive may at any time give notice in writing to Interpublic
specifying a termination date not less than twelve (12) months after the date on
which such notice is given, in which event his employment hereunder shall
terminate on the date specified in such notice.

7.03 If the employment of Executive hereunder is terminated pursuant to
this Article VII by either Interpublic or Executive, Executive shall continue to
perform his duties hereunder until the termination date at his salary in effect
on the date that notice of such termination is given.

7.04 Notwithstanding anything else in this Agreement, Interpublic may
terminate the employment of Executive hereunder for Cause. For purposes of this
Agreement, "Cause" means any of the following:

(a) any material breach by Executive of any material provision of this
Agreement (including without limitation Sections 8.01 and 8.02 hereof) upon
written notice of same by the Interpublic describing in reasonable detail the
breach asserted and stating that it constitutes notice pursuant to this Section

7.04 (a), which breach, if capable of being cured, has not been cured
within 30 days after such notice (it being understood and agreed that a breach
of Section 8.01 or 8.02 hereof and a breach of Executive's duty to devote his
full business time to the affairs of Interpublic, among others, shall be deemed
not capable of being cured);
<PAGE>
(b) Executive's absence from duty for a period of time exceeding
fifteen (15) consecutive business days or twenty (20) out of any (30)
consecutive business days (other than account of permitted vacation or as
permitted for illness, disability or authorized leave in accordance with
Interpublic's policies and procedures) without the consent of the Board of

Directors;

(c) Executive having commenced employment with another employer prior
to the effective date of Executive's voluntary resignation from employment with
Interpublic under Section 7.02 hereof without the consent of the Board of
Directors of Interpublic;

(d) misappropriation by Executive of funds or property of Interpublic
or any attempt by Executive to secure any personal profit related to the
business of Interpublic (other than as permitted by this Agreement) and not
fairly disclosed to and approved by the Board of Directors;

(e) fraud, dishonesty, disloyalty, gross negligence or willful
misconduct on the part of Executive in the performance of his duties as an
employee of Interpublic; or

(f) a felony conviction of Executive. Upon a termination for Cause,
Interpublic shall pay Executive his salary and benefits through the date of
termination of employment; and Executive shall receive no severance hereunder.

7.05 If Executive dies before May 31, 2004 or the end of the five year term
of this Agreement, his employment hereunder shall terminate on the date of his
death.

ARTICLE VIII
------------

Covenants
---------

8.01 While Executive is employed hereunder by Interpublic he shall not
without the prior written consent of Interpublic engage, directly or indirectly,
in any other trade, business or employment, or have any interest, direct or
indirect, in any other business, firm or Corporation; provided, however, that he
may continue to own or may hereafter acquire any securities of any class of any
publicly-owned company.

8.02 Executive shall treat as confidential and keep secret the affairs of
Interpublic and shall not at any time during the term of employment or
thereafter, without the prior written consent of Interpublic, divulge, furnish
or make known or accessible to, or use for the benefit of, anyone other than
Interpublic and its subsidiaries and affiliates any information of a
confidential nature relating in any way to the business of Interpublic or its
subsidiaries or affiliates or their clients and obtained by him in the course of
his employment hereunder.

8.03 If Executive violates any provision of Section 8.01 or Section 8.02,
Interpublic may, notwithstanding the provisions of Section 7.01, terminate the
employment of Executive at any time by giving him notice in writing specifying a
termination date. In such event, his employment hereunder shall terminate on the
date specified in such notice.

8.04 All records, papers and documents kept or made by Executive relating
to the business of Interpublic or its subsidiaries or affiliates or their
clients shall be and remain the property of Interpublic.

8.05 All articles invented by Executive, processes discovered by him,
trademarks, designs, advertising copy and art work, display and promotion
materials and, in general, everything of value conceived or created by him
pertaining to the business of Interpublic or any of its subsidiaries or
affiliates during the term of employment, and any and all rights of every nature
whatever thereto, shall immediately become the property of Interpublic, and
Executive will assign, transfer and deliver all patents, copyrights, royalties,
designs and copy, and any and all interests and rights whatever thereto and
thereunder to Interpublic, without further compensation, upon notice to him from
Interpublic.

8.06 Following the termination of Executive's employment hereunder for any
reason, Executive shall not for a period of twenty-four (24) months from such
termination either: (a) solicit any employee of Interpublic to leave such employ
to enter the employ of Executive or of any Interpublic or enterprise with which
Executive is then associated, or (b) solicit or handle on Executive's own behalf
or on behalf of any other person, firm or Interpublic, the advertising, public
relations, sales promotion or market research business of any advertiser which
is a client of Interpublic at the time of such termination.

ARTICLE IX
----------

Assignment
----------

9.01 This Agreement shall be binding upon and enure to the benefit of the
successors and assigns of Interpublic. Neither this Agreement nor any rights
hereunder shall be assignable by Executive and any such purported assignment by
him shall be void.

ARTICLE X
----------

Arbitration
-----------

10.01 Any controversy or claim arising out of or relating to this
Agreement, or the breach thereof, including claims involving alleged legally
protected rights, such as claims for age discrimination in violation of the Age
Discrimination in Employment Act of 1967, as amended, Title VII of the Civil
Rights Act, as amended, and all other federal and state law claims for
defamation, breach of contract, wrongful termination and any other claim arising
because of Executive's employment, termination of employment or otherwise, shall
be settled by arbitration in accordance with the Commercial Arbitration Rules of
the American Arbitration Association and Section 12.01 hereof, and judgement
upon the award rendered by the arbitrator(s) may be entered in any court having
jurisdiction thereof. The arbitration shall take place in the city where
Executive customarily renders services to Interpublic.

ARTICLE XI
----------

Agreement Entire
----------------

11.01 This Agreement, along with a separate ESBA and Executive Severance
Agreement, constitutes the entire understanding between Interpublic and
Executive concerning his employment by Interpublic or any of its parents,
affiliates or subsidiaries and supersedes any and all previous agreements
between Executive and Interpublic or any of its parents, affiliates or
subsidiaries concerning such employment, and/or any compensation or bonuses.

This Agreement may not be changed orally.

ARTICLE XII
-----------

Applicable Law
--------------

12.01 The Agreement shall be governed by and construed in accordance with
the laws of the State of New York.

<PAGE>
THE INTERPUBLIC GROUP OF
COMPANIES, INC.

By: /s/ C. Kent Kroeber
---------------------------------
C. Kent Kroeber

/s/ Sean F. Orr
---------------------------------
Sean F. Orr

<PAGE>
EXHIBIT 10(b)(i)(b)

EXECUTIVE SPECIAL BENEFIT AGREEMENT
-----------------------------------

AGREEMENT made as of May 1, 1999, by and between THE INTERPUBLIC GROUP
OF COMPANIES, INC., a corporation of the State of Delaware (hereinafter referred
to as "Interpublic") and SEAN F. ORR (hereinafter referred to as "Executive").

W I T N E S S E T H:
- - - - - - - - - -

WHEREAS, Executive is in the employ of Interpublic and/or one or more
of its subsidiaries (Interpublic and its subsidiaries being hereinafter referred
to collectively as the "Corporation"); and

WHEREAS, Interpublic and Executive desire to enter into an Executive
Special Benefit Agreement which shall be supplementary to any employment
agreement or arrangement which Executive now or hereinafter may have with
respect to Executive's employment by Interpublic or any of its subsidiaries;

NOW, THEREFORE, in consideration of the mutual promises herein set
forth, the parties hereto, intending to be legally bound, agree as follows:

ARTICLE I
---------

Death and Special Retirement Benefits
-------------------------------------

1.01 For purposes of this Agreement the "Accrual Term" shall mean the
period of ninety-six (96) months beginning on the date of this Agreement and
ending on the day preceding the eighth anniversary hereof or on such earlier
date on which Executive shall cease to be in the employ of the Corporation.

1.02 The Corporation shall provide Executive with the following
benefits contingent upon Executive's compliance with all the terms and
conditions of this Agreement and Executive's satisfactory completion of a
physical examination in connection with an insurance policy on the life of
Executive which Interpublic or its assignee (other than Executive) proposes to
obtain and own. Effective at the end of the Accrual Term, Executive's annual
compensation will be increased by Fifty Thousand Dollars ($50,000) if Executive
is in the employ of the Corporation at that time.

1.03 If, during the Accrual Term or thereafter during a period of
employment by the Corporation which is continuous from the date of this
Agreement, Executive shall die while in the employ of the Corporation, the
Corporation shall pay to such beneficiary or beneficiaries as Executive shall
have designated pursuant to Section 1.07 (or in the absence of such designation,
shall pay to the Executor of the Will or the Administrator of the Estate of
Executive) survivor income payments of One Hundred and Sixty Five Thousand
Dollars ($165,000) per annum for fifteen (15) years following Executive's death,
such payments to be made on January 15th of each of the fifteen (15) years
beginning with the year following the year in which Executive dies.

1.04 If, after a continuous period of employment from the date of this
Agreement, Executive shall retire from the employ of the Corporation so that the
first day on which Executive is no longer in the employ of the Corporation
occurs on or after Executive's sixtieth birthday, the Corporation shall pay to
Executive special retirement benefits at the rate of One Hundred and Sixty Five
Thousand Dollars ($165,000) per annum for fifteen (15) years beginning with the
calendar month following Executive's last day of employment, such payments to be
made in equal monthly installments.

1.05 If, after a continuous period of employment from the date of this
Agreement, Executive shall retire, resign, or be terminated from the employ of
the Corporation so that the first day on which Executive is no longer in the
employ of the Corporation occurs on or after Executive's fifty-fifth birthday
but prior to Executive's sixtieth birthday, the Corporation shall pay to
Executive special retirement benefits at the annual rates set forth below for
fifteen years beginning with the calendar month following Executive's last day
of employment, such payments to be made in equal monthly installments:

Last Day of Employment Annual Rate
- ---------------------- -----------
On or after 55th birthday but prior to 56th birthday $115,500
On or after 56th birthday but prior to 57th birthday $125,400
On or after 57th birthday but prior to 58th birthday $135,300
On or after 58th birthday but prior to 59th birthday $145,200
On or after 59th birthday but prior to 60th birthday $155,100

1.06 If, following such termination of employment, Executive shall die
before payment of all of the installments provided for in Section 1.04 or
Section 1.05, any remaining installments shall be paid to such beneficiary or
beneficiaries as Executive shall have designated pursuant to Section 1.07 or, in
the absence of such designation, to the Executor of the Will or the
Administrator of the Estate of Executive.

1.07 For purposes of Sections 1.03, 1.04 and 1.05, or any of them,
Executive may at any time designate a beneficiary or beneficiaries by filing
with the chief personnel officer of Interpublic a Beneficiary Designation Form
provided by such officer. Executive may at any time, by filing a new Beneficiary
Designation Form, revoke or change any prior designation of beneficiary.

1.08 If Executive shall die while in the employ of the Corporation, no
sum shall be payable pursuant to Sections 1.04, 1.05, 1.06, 2.01, 2.02 or 2.03.

1.09 In connection with the life insurance policy referred to in
Section 1.02, Interpublic has relied on written representations made by
Executive concerning Executive's age and the state of Executive's health. If
said representations are untrue in any material respect, whether directly or by
omission, and if the Corporation is damaged by any such untrue representations,
no sum shall be payable pursuant to Sections 1.03, 1.04, 1.05, 1.06, 2.01, 2.02
or 2.03.

1.10 It is expressly agreed that Interpublic or its assignee (other
than Executive) shall at all times be the sole and complete owner and
beneficiary of the life insurance policy referred to in Sections 1.02 and 1.09,
shall have the unrestricted right to use all amounts and exercise all options
and privileges thereunder without the knowledge or consent of Executive or
Executive's designated beneficiary or any other person and that neither
Executive nor Executive's designated beneficiary nor any other person shall have
any right, title or interest, legal or equitable, whatsoever in or to such
policy.

ARTICLE II
----------

Alternative Deferred Compensation
---------------------------------

2.01 If Executive shall, for any reason other than death, cease to be
employed by the Corporation on a date prior to Executive's fifty-fifth birthday,
the Corporation shall, in lieu of any payment pursuant to Article I of this
Agreement, compensate Executive by payment, at the times and in the manner
specified in Section 2.02, of a sum computed at the rate of Fifty Thousand
Dollars ($50,000) per annum for each full year and proportionate amount for any
part year from the date of this Agreement to the date of such termination during
which Executive is in the employ of the Corporation with a maximum payment of
Fifty Thousand Dollars ($50,000). Such payment shall be conditional upon
Executive's compliance with all the terms and conditions of this Agreement.

2.02 The aggregate compensation payable under Section 2.01 shall be
paid in equal consecutive monthly installments commencing with the first month
in which Executive is no longer in the employ of the Corporation and continuing
for a number of months equal to the number of months which have elapsed from the
<PAGE>
date of this Agreement to the commencement date of such payments, up to a
maximum of ninety-six (96) months.

2.03 If Executive dies while receiving payments in accordance with the
provisions of Section 2.02, any installments payable in accordance with the
provisions of Section 2.02 less any amounts previously paid Executive in
accordance therewith, shall be paid to the Executor of the Will or the
Administrator of the Estate of Executive.

2.04 It is understood that none of the payments made in accordance
with this Agreement shall be considered for purposes of determining benefits
under the Interpublic Pension Plan, nor shall such sums be entitled to credits
equivalent to interest under the Plan for Credits Equivalent to Interest on
Balances of Deferred Compensation Owing under Employment Agreements adopted
effective as of January 1, 1974 by Interpublic.

ARTICLE III
-----------

Non-solicitation of Clients or Employees
----------------------------------------

3.01 Following the termination of Executive's employment hereunder for
any reason, Executive shall not for a period of twenty-four months either (a)
solicit any employee of the Corporation to leave such employ to enter the employ
of Executive or of any corporation or enterprise with which Executive is then
associated or (b) solicit or handle on Executive's own behalf or on behalf of
any other person, firm or corporation, the advertising, public relations, sales
promotion or market research business of any advertiser which is a client of the
Corporation at the time of such termination.

ARTICLE IV
----------

Assignment
----------

4.01 This Agreement shall be binding upon and inure to the benefit of
the successors and assigns of Interpublic. Neither this Agreement nor any rights
hereunder shall be subject in any matter to anticipation, alienation, sale,
transfer, assignment, pledge, encumbrance or charge by Executive, and any such
attempted action by Executive shall be void. This Agreement may not be changed
orally, nor may this Agreement be amended to increase the amount of any benefits
that are payable pursuant to this Agreement or to accelerate the payment of any
such benefits.

ARTICLE V
---------

Contractual Nature of Obligation
--------------------------------

5.01 The liabilities of the Corporation to Executive pursuant to this
Agreement shall be those of a debtor pursuant to such contractual obligations as
are created by the Agreement. Executive's rights with respect to any benefit to
which Executive has become entitled under this Agreement, but which Executive
has not yet received, shall be solely the rights of a general unsecured creditor
of the Corporation.
<PAGE>

ARTICLE VI
-----------

Applicable Law
--------------

6.01 This Agreement shall be governed by and construed in accordance
with the laws of the State of New York.

THE INTERPUBLIC GROUP OF
COMPANIES, INC.

By: /s/ C. Kent Kroeber
---------------------------------
C. Kent Kroeber

/s/ Sean F. Orr
---------------------------------
Sean F. Orr

<PAGE>
EXHIBIT 10(b)(i)(c)

EXECUTIVE SEVERANCE AGREEMENT
-----------------------------

This AGREEMENT ("Agreement") dated April 27, 1999 by and between The
Interpublic Group of Companies, Inc. ("Interpublic"), a Delaware corporation
(Interpublic and its subsidiaries being referred to herein collectively as the
"Company"), and SEAN F. ORR (the "Executive").

W I T N E S S E T H
- - - - - - - - - -

WHEREAS, the Company recognizes the valuable services that the
Executive has rendered thereto and desires to be assured that the Executive will

continue to attend to the business and affairs of the Company without regard to
any potential or actual change of control of Interpublic;

WHEREAS, the Executive is willing to continue to serve the Company but
desires assurance that he will not be materially disadvantaged by a change of
control of Interpublic; and

WHEREAS, the Company is willing to accord such assurance provided
that, should the Executive's employment be terminated consequent to a change of
control, he will not for a period thereafter engage in certain activities that
could be detrimental to the Company;

NOW, THEREFORE, in consideration of the Executive's continued service
to the Company and the mutual agreements herein contained, Interpublic and the
Executive hereby agree as follows:

ARTICLE I

RIGHT TO PAYMENTS
-----------------

Section 1.1. Triggering Events. If Interpublic undergoes a Change of
Control, the Company shall make payments to the Executive as provided in article
II of this Agreement. If, within two years following a Change of Control, either
(a) the Company terminates the Executive other than by means of a termination
for Cause or for death or (b) the Executive resigns for a Good Reason (either of
which events shall constitute a "Qualifying Termination"), the Company shall
make payments to the Executive as provided in article III hereof.

Section 1.2. Change of Control. A Change of Control of Interpublic
shall be deemed to have occurred if (a) any person (within the meaning of
Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 (the "1934
Act")), other than Interpublic or any of its majority-controlled subsidiaries,
becomes the beneficial owner (within the meaning of Rule 13d-3 under the 1934
Act) of 30 percent or more of the combined voting power of Interpublic's then
outstanding voting securities; (b) a tender offer or exchange offer (other than
an offer by Interpublic or a majority-controlled subsidiary), pursuant to which
30 percent or more of the combined voting power of Interpublic's then
outstanding voting securities was purchased, expires; (c) the stockholders of
Interpublic approve an agreement to merge or consolidate with another
corporation (other than a majority-controlled subsidiary of Interpublic) unless
Interpublic's shareholders immediately before the merger or consolidation are to
own more than 70 percent of the combined voting power of the resulting entity's
voting securities; (d) Interpublic's stockholders approve an agreement
(including, without limitation, a plan of liquidation) to sell or otherwise
dispose of all or substantially all of the business or assets of Interpublic; or
(e) during any period of two consecutive years, individuals who, at the
beginning of such period, constituted the Board of Directors of Interpublic
cease for any reason to constitute at least a majority thereof, unless the
election or the nomination for election by Interpublic's stockholders of each
new director was approved by a vote of at least two-thirds of the directors then
still in office who were directors at the beginning of the period. However, no
Change of Control shall be deemed to have occurred by reason of any transaction
in which the Executive, or a group of persons or entities with which the
Executive acts in concert, acquires, directly or indirectly, more than 30
percent of the common stock or the business or assets of Interpublic.

Section 1.3. Termination for Cause. Interpublic shall have Cause to
terminate the Executive for purposes of Section 1.1 of this Agreement only if,
following the Change of Control, the Executive (a) engages in conduct that
constitutes a felony under the laws of the United States or a state or country
in which he works or resides and that results or was intended to result,
directly or indirectly, in the personal enrichment of the Executive at the
Company's expense; (b) refuses (except by reason of incapacity due to illness or
injury) to make a good faith effort to substantially perform his duties with the
Company on a full-time basis and continues such refusal for 15 days following
receipt of notice from the Company that his effort is deficient; or (c)
deliberately and materially breaches any agreement between himself and the
Company and fails to remedy that breach within 30 days following notification
thereof by the Company. If the Company has Cause to terminate the Executive, it
may in fact terminate him for Cause for purposes of section 1.1 hereof if (a) it
notifies the Executive of such Cause, (b) it gives him reasonable opportunity to
appear before a majority of Interpublic's Board of Directors to respond to the
notice of Cause and (c) a majority of the Board of Directors subsequently votes
to terminate him.

Section 1.4. Resignation for Good Reason. The Executive shall have a
Good Reason for resigning only if (a) the Company fails to elect the Executive
to, or removes him from, any office of the Company, including without limitation
membership on any Board of Directors, that the Executive held immediately prior
to the Change of Control; (b) the Company reduces the Executive's rate of
regular cash and fully vested deferred base compensation ("Regular
Compensation") from that which he earned immediately prior to the Change of
Control or fails to increase it within 12 months following the Change of Control
by (in addition to any increase pursuant to section 2.2 hereof) at least the
average of the rates of increase in his Regular Compensation during the four
consecutive 12-month periods immediately prior to the Change of Control (or, if
fewer, the number of 12-month periods immediately prior to the Change of Control
during which the Executive was continuously employed by the Company); (c) the
Company fails to provide the Executive with fringe benefits and/or bonus plans,
such as stock option, stock purchase, restricted stock, life insurance, health,
accident, disability, incentive, bonus, pension and profit sharing plans
("Benefit or Bonus Plans"), that, in the aggregate, (except insofar as the
Executive has waived his rights thereunder pursuant to article II hereof) are as
valuable to him as those that he enjoyed immediately prior to the Change of
Control; (d) the Company fails to provide the Executive with an annual number of
paid vacation days at least equal to that to which he was entitled immediately
prior to the Change of Control; (e) the Company breaches any agreement between
it and the Executive (including this Agreement); (f) without limitation of the
foregoing clause (e), the Company fails to obtain the express assumption of this
Agreement by any successor of the Company as provided in section 6.3 hereof; (g)
the Company attempts to terminate the Executive for Cause without complying with
the provisions of section 1.3 hereof; (h) the Company requires the Executive,
without his express written consent, to be based in an office outside of the
office in which Executive is based on the date hereof or to travel substantially
more extensively than he did prior to the Change of Control; or (i) the
Executive determines in good faith that the Company has, without his consent,
effected a significant change in his status within, or the nature or scope of
his duties or responsibilities with, the Company that obtained immediately prior
to the Change of Control (including but not limited to, subjecting the
Executive's activities and exercise of authority to greater immediate
supervision than existed prior to the Change of Control); provided, however,
that no event designated in clauses (a) through (i) of this sentence shall
constitute a Good Reason unless the Executive notifies Interpublic that the
Company has committed an action or inaction specified in clauses (a) through (i)
(a "Covered Action") and the Company does not cure such Covered Action within 30
days after such notice, at which time such Good Reason shall be deemed to have
arisen. Notwithstanding the immediately preceding sentence, no action by the
Company shall give rise to a Good Reason if it results from the Executive's
termination for Cause or death or from the Executive's resignation for other
than a Good Reason, and no action by the Company specified in clauses (a)
through (i) of the preceding sentence shall give rise to a Good Reason if it
results from the Executive's Disability. If the Executive has a Good Reason to
resign, he may in fact resign for a Good Reason for purposes of section 1.1 of
this Agreement by, within 30 days after the Good Reason arises, giving
Interpublic a minimum of 30 and a maximum of 90 days advance notice of the date
of his resignation.

Section 1.5. Disability. For all purposes of this Agreement, the term
"Disability" shall have the same meaning as that term has in the Interpublic
Long-Term Disability Plan.

ARTICLE II

PAYMENTS UPON A CHANGE OF CONTROL
---------------------------------

Section 2.1. Elections by the Executive. If the Executive so elects
prior to a Change of Control, the Company shall pay him, within 30 days
following the Change of Control, cash amounts in respect of certain Benefit or
Bonus Plans or deferred compensation arrangements designated in sections 2.2
through 2.4 hereof ("Plan Amounts"). The Executive may make an election with
respect to the Benefit or Bonus Plans or deferred compensation arrangements
covered under any one or more of sections 2.2 through 2.4, but an election with
respect to any such section shall apply to all Plan Amounts that are specified
therein. Each election shall be made by notice to Interpublic on a form
satisfactory to Interpublic and, once made, may be revoked by such notice on
such form at any time prior to a Change of Control. If the Executive elects to
receive payments under a section of this article II, he shall, upon receipt of
such payments, execute a waiver, on a form satisfactory to Interpublic, of such
rights as are indicated in that section. If the Executive does not make an
election under this article with respect to a Benefit or Bonus Plan or deferred
compensation arrangement, his rights to receive payments in respect thereof
shall be governed by the Plan or arrangement itself.

Section 2.2. ESBA. The Plan Amount in respect of all Executive Special
Benefit Agreements ("ESBA's") between the Executive and Interpublic shall
consist of an amount equal to the present discounted values, using the Discount
Rate designated in section 5.8 hereof as of the date of the Change of Control,
of all payments that the Executive would have been entitled to receive under the
ESBA's if he had terminated employment with the Company on the day immediately
prior to the Change of Control. Upon receipt of the Plan Amount in respect of
the ESBA's, the Executive shall waive any rights that he may have to payments
under the ESBA's. If the Executive makes an election pursuant to, and executes
the waiver required under, this section 2.2, his Regular Compensation shall be
increased as of the date of the Change of Control at an annual rate equal to the
sum of the annual rates of deferred compensation in lieu of which benefits are
provided the Executive under any ESBA the Accrual Term for which (as defined in
the ESBA) includes the date of the Change of Control.

Section 2.3. MICP. The Plan Amount in respect of the Company's
Management Incentive Compensation Plans ("MICP") and/or the 1997 Performance
Incentive Plan ("1997 PIP") shall consist of an amount equal to the sum of all
amounts awarded to the Executive under, but deferred pursuant to, the MICP
and/or the 1997 PIP as of the date of the Change of Control and all amounts
equivalent to interest creditable thereon up to the date that the Plan Amount is
paid. Upon receipt of that Plan Amount, the Executive shall waive his rights to
receive any amounts under the MICP and/or the 1997 PIP that were deferred prior
to the Change of Control and any interest equivalents thereon.

Section 2.4. Deferred Compensation. The Plan Amount in respect of
deferred compensation (other than amounts referred to in other sections of this
article II) shall be an amount equal to all compensation from the Company that
the Executive has earned and agreed to defer (other than through the Interpublic
Savings Plan pursuant to Section 401(k) of the Internal Revenue Code (the
"Code") but has not received as of the date of the Change of Control, together
with all amounts equivalent to interest creditable thereon through the date that
the Plan Amount is paid. Upon receipt of this Plan Amount, the Executive shall
waive his rights to receive any deferred compensation that he earned prior to
the date of the Change of Control and any interest equivalents thereon.

Section 2.5. Stock Incentive Plans. The effect of a Change of Control
on the rights of the Executive with respect to options and restricted shares
awarded to him under the Interpublic 1986 Stock Incentive Plan, the 1996 Stock
Incentive Plan and the 1997 Performance Incentive Plan, shall be governed by
those Plans and not by this Agreement.

ARTICLE III

PAYMENTS UPON QUALIFYING TERMINATION
------------------------------------

Section 3.1. Basic Severance Payment. In the event that the Executive
is subjected to a Qualifying Termination within two years after a Change of
Control, the Company shall pay the Executive within 30 days after the effective
date of his Qualifying Termination (his "Termination Date") a cash amount equal
to his Base Amount times the number designated in Section 5.9 of this Agreement
(the "Designated Number"). The Executive's Base Amount shall equal the average
of the Executive's Includable Compensation for the two whole calendar years
immediately preceding the date of the Change of Control (or, if the Executive
was employed by the Company for only one of those years, his Includable
Compensation for that year). The Executive's Includable Compensation for a
calendar year shall consist of (a) the compensation reported by the Company on
the Form W-2 that it filed with the Internal Revenue Service for that year in
respect of the Executive or which would have been reported on such form but for
the fact that Executive's services were performed outside of the United States,
plus (b) any compensation payable to the Executive during that year the receipt
of which was deferred at the Executive's election or by employment agreement to
a subsequent year, minus (c) any amounts included on the Form W-2 (or which
would have been included if Executive had been employed in the United States)
that represented either (i) amounts in respect of a stock option or restricted
stock plan of the Company or (ii) payments during the year of amounts payable in
prior years but deferred at the Executive's election or by employment agreement
to a subsequent year. The compensation referred to in clause (b) of the
immediately preceding sentence shall include, without limitation, amounts
initially payable to the Executive under the MICP or a Long-Term Performance
Incentive Plan or the 1997 PIP in that year but deferred to a subsequent year,
the amount of deferred compensation for the year in lieu of which benefits are
provided the Executive under an ESBA and amounts of Regular Compensation earned
by the Executive during the year but deferred to a subsequent year (including
amounts deferred under Interpublic Savings Plan pursuant to Section 401(k) of
the Code); clause (c) of such sentence shall include, without limitation, all
amounts equivalent to interest paid in respect of deferred amounts and all
amounts of Regular Compensation paid during the year but earned in a prior year
and deferred.

Section 3.2. MICP Supplement. The Company shall also pay the Executive
within 30 days after his Termination Date a cash amount equal to (a) in the
event that the Executive received an award under the MICP (or the Incentive
Award program applicable outside the United States) or the 1997 PIP ("Incentive
Award") in respect of the year immediately prior to the year that includes the
Termination Date (the latter year constituting the "Termination Year"), the
amount of that award multiplied by the fraction of the Termination Year
preceding the Termination Date or (b) in the event that the Executive did not
receive an MICP award (or an Incentive Award) in respect of the year immediately
prior to the Termination Year, the amount of the MICP award (or Incentive Award)
that Executive received in respect of the second year immediately prior to the
Termination Year multiplied by one plus the fraction of the Termination Year
preceding the Termination Date.

ARTICLE IV

TAX MATTERS
-----------

Section 4.1. Withholding. The Company may withhold from any amounts
payable to the Executive hereunder all federal, state, city or other taxes that
the Company may reasonably determine are required to be withheld pursuant to any
applicable law or regulation, but, if the Executive has made the election
provided in section 4.2 hereof, the Company shall not withhold amounts in
respect of the excise tax imposed by Section 4999 of the Code or its successor.

Section 4.2. Disclaimer. If the Executive so agrees prior to a Change
of Control by notice to the Company in form satisfactory to the Company, the
amounts payable to the Executive under this Agreement but not yet paid thereto
shall be reduced to the largest amounts in the aggregate that the Executive
could receive, in conjunction with any other payments received or to be received
by him from any source, without any part of such amounts being subject to the
excise tax imposed by Section 4999 of the Code or its successor. The amount of
such reductions and their allocation among amounts otherwise payable to the
Executive shall be determined either by the Company or by the Executive in
consultation with counsel chosen (and compensated) by him, whichever is
designated by the Executive in the aforesaid notice to the Company (the
"Determining Party"). If, subsequent to the payment to the Executive of amounts
reduced pursuant to this section 4.2, the Determining Party should reasonably
determine, or the Internal Revenue Service should assert against the party other
than the Determining Party, that the amount of such reductions was insufficient
to avoid the excise tax under Section 4999 (or the denial of a deduction under
Section 280G of the Code or its successor), the amount by which such reductions
were insufficient shall, upon notice to the other party, be deemed a loan from
the Company to the Executive that the Executive shall repay to the Company
within one year of such reasonable determination or assertion, together with
interest thereon at the applicable federal rate provided in section 7872 of the
Code or its successor. However, such amount shall not be deemed a loan if and to
the extent that repayment thereof would not eliminate the Executive's liability
for any Section 4999 excise tax.

ARTICLE V

COLLATERAL MATTERS
------------------

Section 5.l. Nature of Payments. All payments to the Executive under
this Agreement shall be considered either payments in consideration of his
continued service to the Company, severance payments in consideration of his
past services thereto or payments in consideration of the covenant contained in
section 5.l0 hereof. No payment hereunder shall be regarded as a penalty to the
Company.

Section 5.2. Legal Expenses. The Company shall pay all legal fees and
expenses that the Executive may incur as a result of the Company's contesting
the validity, the enforceability or the Executive's interpretation of, or
determinations under, this Agreement. Without limitation of the foregoing,
Interpublic shall, prior to the earlier of (a) 30 days after notice from the
Executive to Interpublic so requesting or (b) the occurrence of a Change of
Control, provide the Executive with an irrevocable letter of credit in the
amount of $100,000 from a bank satisfactory to the Executive against which the
Executive may draw to pay legal fees and expenses in connection with any attempt
to enforce any of his rights under this Agreement. Said letter of credit shall
not expire before 10 years following the date of this Agreement.

Section 5.3. Mitigation. The Executive shall not be required to
mitigate the amount of any payment provided for in this Agreement either by
seeking other employment or otherwise. The amount of any payment provided for
herein shall not be reduced by any remuneration that the Executive may earn from
employment with another employer or otherwise following his Termination Date.

Section 5.4. Setoff for Debts. The Company may reduce the amount of
any payment due the Executive under article III of this Agreement by the amount
of any debt owed by the Executive to the Company that is embodied in a written
instrument, that is due to be repaid as of the due date of the payment under
this Agreement and that the Company has not already recovered by setoff or
otherwise.

Section 5.5. Coordination with Employment Contract. Payments to the
Executive under article III of this Agreement shall be in lieu of any payments
for breach of any employment contract between the Executive and the Company to
which the Executive may be entitled by reason of a Qualifying Termination, and,
before making the payments to the Executive provided under article III hereof,
the Company may require the Executive to execute a waiver of any rights that he
may have to recover payments in respect of a breach of such contract as a result
of a Qualifying Termination. If the Executive has a Good Reason to resign and
does so by providing the notice specified in the last sentence of section l.4 of
this Agreement, he shall be deemed to have satisfied any notice requirement for
resignation, and any service requirement following such notice, under any
employment contract between the Executive and the Company.

Section 5.6. Benefit of Bonus Plans. Except as otherwise provided in
this Agreement or required by law, the Company shall not be compelled to include
the Executive in any of its Benefit or Bonus Plans following the Executive's
Termination Date, and the Company may require the Executive, as a condition to
receiving the payments provided under article III hereof, to execute a waiver of
any such rights. However, said waiver shall not affect any rights that the
Executive may have in respect of his participation in any Benefit or Bonus Plan
prior to his Termination Date.

Section 5.7. Funding. Except as provided in section 5.2 of this
Agreement, the Company shall not be required to set aside any amounts that may
be necessary to satisfy its obligations hereunder. The Company's potential
obligations to make payments to the Executive under this Agreement are solely
contractual ones, and the Executive shall have no rights in respect of such
payments except as a general and unsecured creditor of the Company.

Section 5.8. Discount Rate. For purposes of this Agreement, the term
"Discount Rate" shall mean the applicable Federal short-term rate determined
under Section 1274(d) of the Code or its successor. If such rate is no longer
determined, the Discount Rate shall be the yield on 2-year Treasury notes for
the most recent period reported in the most recent issue of the Federal Reserve
Bulletin or its successor, or, if such rate is no longer reported therein, such
measure of the yield on 2-year Treasury notes as the Company may reasonably
determine.

Section 5.9. Designated Number. For purposes of this Agreement, the
Designated Number shall be Two (2.0). Section 5.10. Covenant of Executive. In
the event that the Executive undergoes a Qualifying Termination that entitles
him to any payment under article III of this Agreement, he shall not, for 18
months following his Termination Date, either (a) solicit any employee of
Interpublic or a majority-controlled subsidiary thereof to leave such employ and
enter into the employ of the Executive or any person or entity with which the
Executive is associated or (b) solicit or handle on his own behalf or on behalf
of any person or entity with which he is associated the advertising, public
relations, sales promotion or market research business of any advertiser that is
a client of Interpublic or a majority-controlled subsidiary thereof as of the
Termination Date. Without limitation of any other remedies that the Company may
pursue, the Company may enforce its rights under this section 5.l0 by means of
injunction. This section shall not limit any other right or remedy that the
Company may have under applicable law or any other agreement between the Company
and the Executive.

ARTICLE VI

GENERAL PROVISIONS
------------------

Section 6.l. Term of Agreement. This Agreement shall terminate upon
the earliest of (a) the expiration of five years from the date of this Agreement
if no Change of Control has occurred during that period; (b) the termination of
the Executive's employment with the Company for any reason prior to a Change of
Control; (c) the Company's termination of the Executive's employment for Cause
or death, the Executive's compulsory retirement within the provisions of 29
U.S.C. ss.631(c) (or, if Executive is not a citizen or resident of the United
States, compulsory retirement under any applicable procedure of the Company in
effect immediately prior to the change of control) or the Executive's
resignation for other than Good Reason, following a Change of Control and the
Company's and the Executive's fulfillment of all of their obligations under this
Agreement; and (d) the expiration following a Change of Control of the
Designated Number plus three years and the fulfillment by the Company and the
Executive of all of their obligations hereunder.

Section 6.2. Governing Law. Except as otherwise expressly provided
herein, this Agreement and the rights and obligations hereunder shall be
construed and enforced in accordance with the laws of the State of New York.

Section 6.3. Successors to the Company. This Agreement shall inure to
the benefit of Interpublic and its subsidiaries and shall be binding upon and
enforceable by Interpublic and any successor thereto, including, without
limitation, any corporation or corporations acquiring directly or indirectly all
or substantially all of the business or assets of Interpublic whether by merger,
consolidation, sale or otherwise, but shall not otherwise be assignable by
Interpublic. Without limitation of the foregoing sentence, Interpublic shall
require any successor (whether direct or indirect, by merger, consolidation,
sale or otherwise) to all or substantially all of the business or assets of
Interpublic, by agreement in form satisfactory to the Executive, expressly,
absolutely and unconditionally to assume and agree to perform this Agreement in
the same manner and to the same extent as Interpublic would have been required
to perform it if no such succession had taken place. As used in this agreement,
"Interpublic" shall mean Interpublic as heretofore defined and any successor to
all or substantially all of its business or assets that executes and delivers
the agreement provided for in this section 6.3 or that becomes bound by this
Agreement either pursuant to this Agreement or by operation of law.

Section 6.4. Successor to the Executive. This Agreement shall inure to
the benefit of and shall be binding upon and enforceable by the Executive and
his personal and legal representatives, executors, administrators, heirs,
distributees, legatees and, subject to section 6.5 hereof, his designees
("Successors"). If the Executive should die while amounts are or may be payable
to him under this Agreement, references hereunder to the "Executive" shall,
where appropriate, be deemed to refer to his Successors.

Section 6.5. Nonalienability. No right of or amount payable to the
Executive under this Agreement shall be subject in any manner to anticipation,
alienation, sale, transfer, assignment, pledge, hypothecation, encumbrance,
charge, execution, attachment, levy or similar process or (except as provided in
section 5.4 hereof) to setoff against any obligation or to assignment by
operation of law. Any attempt, voluntary or involuntary, to effect any action
specified in the immediately preceding sentence shall be void. However, this
section 6.5 shall not prohibit the Executive from designating one or more
persons, on a form satisfactory to the Company, to receive amounts payable to
him under this Agreement in the event that he should die before receiving them.

Section 6.6. Notices. All notices provided for in this Agreement shall
be in writing. Notices to Interpublic shall be deemed given when personally
delivered or sent by certified or registered mail or overnight delivery service
to The Interpublic Group of Companies, Inc., l27l Avenue of the Americas, New
York, New York l0020, attention: Corporate Secretary. Notices to the Executive
shall be deemed given when personally delivered or sent by certified or
registered mail or overnight delivery service to the last address for the
Executive shown on the records of the Company. Either Interpublic or the
Executive may, by notice to the other, designate an address other than the
foregoing for the receipt of subsequent notices.

Section 6.7. Amendment. No amendment of this Agreement shall be
effective unless in writing and signed by both the Company and the Executive.

Section 6.8. Waivers. No waiver of any provision of this Agreement
shall be valid unless approved in writing by the party giving such waiver. No
waiver of a breach under any provision of this Agreement shall be deemed to be a
waiver of such provision or any other provision of this Agreement or any
subsequent breach. No failure on the part of either the Company or the Executive
to exercise, and no delay in exercising, any right or remedy conferred by law or
this Agreement shall operate as a waiver of such right or remedy, and no
exercise or waiver, in whole or in part, of any right or remedy conferred by law
or herein shall operate as a waiver of any other right or remedy.

Section 6.9. Severability. If any provision of this Agreement shall be
held invalid or unenforceable in whole or in part, such invalidity or
unenforceability shall not affect any other provision of this Agreement or part
thereof, each of which shall remain in full force and effect.

Section 6.l0. Captions. The captions to the respective articles and
sections of this Agreement are intended for convenience of reference only and
have no substantive significance. Section 6.ll. Counterparts. This Agreement may
be executed in any number of counterparts, each of which shall be deemed to be
an original but all of which together shall constitute a single instrument.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.

THE INTERPUBLIC GROUP OF
COMPANIES, INC.

By: /s/ C. Kent Kroeber
---------------------------------
C. Kent Kroeber

/s/ Sean F. Orr
---------------------------------
Sean F. Orr

<PAGE>
EXHIBIT 10(b)(ii)(a)

EXECUTIVE SPECIAL BENEFIT AGREEMENT
-----------------------------------

AGREEMENT made as of March 13, 2000 by and between THE
INTERPUBLIC GROUP OF COMPANIES, INC., a corporation of the State of Delaware
(hereinafter referred to as "Interpublic") and EUGENE P. BEARD (hereinafter
referred to as "Executive").

W I T N E S S E T H:
- - - - - - - - - -

WHEREAS, Executive is in the employ of Interpublic and/or one
or more of its subsidiaries (Interpublic and its subsidiaries being hereinafter
referred to collectively as the "Corporation"); and

WHEREAS, Interpublic and Executive desire to enter into an
Executive Special Benefit Agreement which shall be supplementary to any
employment agreement or arrangement which Executive now or hereinafter may have
with respect to Executive's employment by Interpublic or any of its
subsidiaries;

NOW, THEREFORE, in consideration of the mutual promises herein
set forth, the parties hereto, intending to be legally bound, agree as follows:

ARTICLE I
---------

Death and Special Retirement Benefits
-------------------------------------

1.01 The Corporation shall provide Executive with the
following benefits contingent upon Executive's compliance with all the terms and
conditions of this Agreement.

1.02 If, during a period of employment by the Corporation
which is continuous from the date of this Agreement, Executive shall die while
in the employ of the Corporation, the Corporation shall pay to such beneficiary
or beneficiaries as Executive shall have designated pursuant to Section 1.04 (or
in the absence of such designation, shall pay to the Executor of the Will or the
Administrator of the Estate of Executive) survivor income payments of Six
Hundred Thousand Dollars ($600,000) per annum for fifteen (15) years following
Executive's death, such payments to be made on January 15th of each of the
fifteen (15) years beginning with the year following the year in which Executive
dies.

1.03 Upon Executive's retirement from the employ of the
Corporation the Corporation shall pay to Executive special retirement benefits
at the rate of Six hundred Thousand Dollars ($600,000) per annum for fifteen
(15) years following Executive's last day of employment, such payments to be
made on January 15th of each of the fifteen (15) years beginning with the
calendar year following the year in which Executive retires.

1.04 For purposes of Sections 1.02 and 1.03, Executive may at
any time designate a beneficiary or beneficiaries by filing with the chief
personnel officer of Interpublic a Beneficiary Designation Form provided by such
officer. Executive may at any time, by filing a new Beneficiary Designation
Form, revoke or change any prior designation of beneficiary.

ARTICLE II
----------

Assignment
----------

2.01 This Agreement shall be binding upon and inure to the
benefit of the successors and assigns of Interpublic. Neither this Agreement nor
any rights hereunder shall be subject in any matter to anticipation, alienation,
sale, transfer, assignment, pledge, encumbrance or charge by Executive, and any
such attempted action by Executive shall be void. This Agreement may not be
changed orally, nor may this Agreement be amended to increase the amount of any
benefits that are payable pursuant to this Agreement or to accelerate the
payment of any such benefits.

ARTICLE III
-----------

Contractual Nature of Obligation
--------------------------------

3.01 The liabilities of the Corporation to Executive pursuant
to this Agreement shall be those of a debtor pursuant to such contractual
obligations as are created by the Agreement. Executive's rights with respect to
any benefit to which Executive has become entitled under this Agreement, but
which Executive has not yet received, shall be solely the rights of a general
unsecured creditor of the Corporation.

ARTICLE IV
----------

General Provisions
------------------

4.01 It is understood that none of the payments made in
accordance with this Agreement shall be considered for purposes of determining
benefits under the Interpublic Pension Plan, nor shall such sums be entitled to
credits equivalent to interest under the Plan for Credits Equivalent to Interest
on Balances of Deferred Compensation Owing under Employment Agreement adopted
effective as of January 1, 1974 by Interpublic.

4.02 This Agreement shall be governed by and construed in
accordance with the Employee Retirement Income Security Act of 1974, as amended,
and to the extent not preempted thereby, the laws of the State of New York.

THE INTERPUBLIC GROUP OF
COMPANIES, INC.

By: /s/ C. Kent Kroeber
-------------------------------
C. Kent Kroeber

/s/ Eugene P. Beard
-------------------------------
Eugene P. Beard

<PAGE>
EXHIBIT 10(b)(ii)(b)

January 17, 2000

PERSONAL & CONFIDENTIAL
-----------------------
REVISED
-------

Mr. Eugene P. Beard
Vice Chairman - Finance & Operations
The Interpublic Group of Companies, Inc.
1271 Avenue of the Americas
New York, New York 10020

Dear Gene:

The purpose of this letter is to request that you continue your
full-time employment and responsibilities through February 28, 2000. We believe
at this particular time, the activities in which you are involved require your
continued employment to such date.

Our request alters to a degree our previous agreed upon arrangements
detailed in my letter to you of October 27, 1998. Therefore, we feel it
appropriate to propose some restructuring of the previous agreement along the
following:

1. Timing
------

You continue in your current role through February 28, 2000. Effective
March 1, 2000 you would relinquish your corporate responsibilities, IPG
Directorship and Chairmanship of Finance Committee and become an
Employee Consultant for the remainder of the year.

2. Compensation
------------

o Employee Consultancy Compensation

Effective March 1 through December 31, 2000 your monthly
employee consultancy rate would be $30,000. You will retain
your existing employee benefits.

o ERISA Benefit

You currently have a commitment for a $400,000/A (payable for
15 years) ERISA benefit. Based on a formula recently adopted
by the Compensation Committee (see attached) to determine
ERISA benefits to select executives and to further reward you
for extending your employment, we propose to increase your
ERISA benefit to $600,000/A. For your information the ERISA
formula was also reviewed and endorsed by the Todd
Organization.

o Restricted Stock

You were granted on May 5, 1999 60,000 (120,000 post split)
shares of restricted stock that will lapse on January 1, 2002.
<PAGE>
o Stock Options

You also were granted on October 10, 1998 150,000 (300,000
post split) stock options (@$26.125 per share) that will be
100% vested on January 1, 2000.

o L.T.P.I.P. - 1997-2000

Your award for this period includes 12,500 performance units
and 270,000 options. You will be fully vested for this period.

o L.T.P.I.P. - 1999-2002

You have been granted 14,000 performance units and 140,000
stock options for this period. We previously committed to you
that if you retired fully from the Company prior to January 1,
2001, you would be pro-rated from date of grant to date of
retirement in this performance period.

We further committed that if you remained as an employee,
employee consultant or consultant for any period subsequent to
January 1, 2001, you would become 100% vested in the 1999-2002
grant period.

These commitments stand as originally offered.

3. Consultancy Continuation
------------------------

We had previously agreed in 1996 that after your retirement from the
Company you would for a period of time remain as an IPG consultant, at
a rate to be determined, primarily to consult on The Interpublic Group
of Companies, Inc. Benefit Protection Trust (Rabbi Trust). Although we
do not expect this activity to be time consuming, it would be
reassuring to us that you continue to consult in this area.

The above arrangements pretty much fit our original understanding as
outlined in my letter of October 27, 1998. In many ways Gene you must as I do,
take a lot of pride in what has been accomplished over the last 20 years. What
has been built in comparison to what we inherited is short of I believe ---
incredible. For this and all the other things accomplished, you have my
unyielding respect and lasting gratitude.

Very best regards,

/s/ Philip H. Geier
-------------------
Philip H. Geier

cc: Members of the Compensation Committee

<PAGE>
EXHIBIT 10(b)(iii)(a)

November 1, 1999

Mr. Martin Puris

Chairman, CEO & Chief Creative Officer
Ammirati Puris Lintas
One Dag Hammarskjold
New York, New York

PERSONAL & CONFIDENTIAL
-----------------------
REVISED
-------

Dear Martin:

The purpose of this letter is to detail the various elements regarding
your departure from APL and the Interpublic Board. Based on our recent
conversations and those communicated to us on your behalf by Phil Palazzo, the
material elements of our agreement are as follows:

1. TIMING
------

Effective November 1, 1999, you will enter into a 14 month period
(Notice Period) of Notice of Termination of Employment. As discussed,
for the remainder of this year, we request and require that you
actively assist in the transition of the merger of APL with The Lowe
Group. During this time, you will be working with Frank and me to
ensure that the clients and APL personnel have your positive support.

You will immediately resign from the IPG Board and relinquish your
officer positions and become an Employee Consultant effective
immediately. As an Employee Consultant, you will be immediately free to
pursue other non-competitive interactive, Internet, e-Commerce, digital
and similar type activities and ventures, but we do require you to keep
us advised of such activities and ventures if they involve any clients,
or competitors of The Interpublic Group of Companies. During the year
2000, we may require your advice, counsel or participation in various
projects or events. We ask that you be available upon reasonable notice
for such activities for reasonable period(s) of time.

2. NON-SOLICITATION OF CLIENTS AND PERSONNEL
-----------------------------------------

For the period November 1, 1999 through December 31, 2002, you will not
solicit or service on your own behalf or on behalf of any other person,
firm or corporation, the advertising, public relations, sales promotion
or market research business of any advertiser for which Interpublic and
any of its divisions and subsidiaries had actively performed services
for compensation during the 180-day period immediately prior to
November 1, 1999 or to whom Interpublic had made a substantive
presentation during such 180-day period.

3. SALARY CONTINUATION
-------------------
You will continue through December 31, 2000 to be paid your full salary
and enjoy your current employee medical, life, disability and benefit
plans. Your current auto and club allowances will also continue.

You will be eligible to be considered for a 1999 MICP. At this
particular time, we are not in a position to guarantee a specific
amount.

4. DISPOSITION OF INCENTIVES
-------------------------

o L.T.P.I.P.

You will be vested under the 1997-2000 L.T.P.I.P. However, as
a result of the merger, we are anticipating concluding early
the 1997-2000 L.T.P.I.P. period at the end of 1999. In doing
so, accrued values of performance units will be paid for the
three years of the period (97-98-99) in March of 2000. Related
stock options made in conjunction with the grant of
performance units will be vested and become exercisable on
January 1, 2001 and up to three years thereafter.

The 1999-2002 L.T.P.I.P. performance period is going to be
restructured into a three year plan for current participants
of APL and Lowe. The reformulated plan will begin in 2000.
Under these circumstances, your 1999-2000 L.T.P.I.P. will be
forfeited.

o Equity

You have two grants of restricted stock which will be disposed
of as follows:

Restricted Stock Grant of 7-30-95 - 105,000 shares.
These shares will be released to you July 30, 2000.

Restricted Stock Grant of 7-28-99 - 70,000 shares.
These shares will be pro-rated from date of grant to
your last day of employment as an Employee Consultant
(12-31-2000) and released to you in January 2001
(estimated number of shares 33,055).

o Stock Options

On July 28, 1999 you were granted 130,000 performance based
stock options. In accordance with the provisions of that
grant, all or part of these options would have been
exercisable to you at the end of a three year period based on
the cumulative compound performance growth of APL for that
period. Since that event will not take place, these shares
will be forfeited.

o Executive Special Benefit Arrangement (E.S.B.A.)

On July 28, 1999 the Compensation Committee approved a
$300,000/per annum payment for 15 years under an existing
E.S.B.A. commencing at age 63. To compensate you for the
hypothetical loss of your performance options and the
unmeasurable 1999-2002 L.T.P.I.P. grant, you may elect to
start the 15 year payment of your E.S.B.A. effective January
1, 2001.

5. CAR AND DRIVER
--------------

You will retain the use of your current car (Chevrolet Suburban) and
driver through December 31, 2000. The Company will also be responsible
during this period for any car related expenses which are currently
paid for by the Company, eg. garage.

Effective January 1, 2001, you will be responsible for the lease on
your other company supported auto which existing lease will be replaced
by a new lease before the end of 1999 for a new Mercedes car.
<PAGE>

6. SECRETARIAL SUPPORT
-------------------

Effective immediately through July 30, 2000, the Company will provide
you with your current secretarial support (ie. telephone, messages,
mail, etc). We ask that you work out the logistics of such arrangement
with Mr. Palazzo.

7. CLUB MEMBERSHIP
---------------

As mentioned above, those allowances applicable to current clubs will
remain in effect through the Notice Period.

8. EXPENSES
--------

During your Notice Period you may incur, on behalf of the Company,
certain business expenses directly related to APL and currently related
to the merger of APL with The Lowe Group. Such expenses should be
submitted to Mr. Geier.

9. LIFETIME MEDICAL INSURANCE
--------------------------

You will be provided with applicable information on the Retiree Medical
Insurance during the fourth quarter of next year in accordance with
provision (Sec. 5.11) of your employment agreement dated August 31,
1994 as amended and extended through the date of this letter agreement.

Through December 31, 2000, you will however, retain your current
medical Development Council benefits.

10. SPLIT DOLLAR LIFE INSURANCE AND DISABILITY INSURANCE
----------------------------------------------------

We will need to revisit this item since at this time we do not have the
necessary information. We are in the process of obtaining the necessary
information in order to determine the disposition of this benefit.

11. COMPANY OWNED ELECTRONIC EQUIPMENT
----------------------------------

You may have in your possession Company owned computer and video
equipment. You may elect to buy such equipment at its fair market value
at the end of your period of Notice. We ask that you work out any
details regarding such equipment with Vince Lubrano at the appropriate
time.

12. OFFICE FURNITURE
----------------

You may retain all framed photographs, one leather side chair and one
cartridge box side table which are currently in your office without
payment to the Company. Also the Company acknowledges that the wall
clock belongs to you.

It is with a sincere degree of sadness Martin, that I sign this letter.
Personally we will remain friends and professionally I wish you the very best of
success in your new endeavors.
<PAGE>

If this agreement is acceptable to you, please sign the enclosed copy
of this letter and return it to me.

Sincerely,

/s/ Philip H. Geier, Jr.
------------------------
Philip H. Geier, Jr.

cc: L. Olsen, Chairman Compensation Committee
C.K. Kroeber
N. Camera
V. Lubrano

Consented and Agreed to:

/s/ Martin Puris
- -----------------
Martin Puris

<PAGE>
EXHIBIT 10(d)(i)

August 31, 1999

Thomas J. Cox, Vice President
The Chase Manhattan Bank
600 Fifth Avenue, Fifth Floor
New York, New York 10020

Re: Credit Agreement dated June 25, 1996 between The
Interpublic Group of Companies, Inc. and The Chase
Manhattan Bank (formerly known as Chemical Bank)
($10,000,000)

Dear Tom:

We are writing to you in connection with the Credit Agreement between
The Interpublic Group of Companies, Inc. and The Chase Manhattan Bank (formerly
known as Chemical Bank ) dated June 25, 1996, as amended by Amendment dated
March 11, 1997 (the "Agreement"). Section 2.13 of the Agreement provides that
the Borrower may request extension of the Commitment under the Agreement for an
additional period of one year from the then current Termination Date.

Notwithstanding the procedures specified in Section 2.13 of the
Agreement for requesting such extension, we hereby request that you extend the
Commitment and the Termination Date of the Agreement to June 30, 2000. If you
decide to grant this request, please so indicate by signing and returning the
duplicate copy of this letter, which we have enclosed herewith.

We are making this request of the Bank in our capacity as Borrower and
as Guarantor of the Subsidiary Loans of DraftWorldwide, Inc. and DraftWorldwide
Holdings GmbH Germany, respectively.

Thank you.

Sincerely,

THE INTERPUBLIC GROUP OF
COMPANIES, INC.

By: /s/ Marti Spears
--------------------------
Marti Spears, Assistant
Treasurer

ACCEPTED AND AGREED:

THE CHASE MANHATTAN BANK
(formerly known as Chemical Bank)

By: /s/ Thomas Cox
--------------------------
Thomas Cox, Vice President

Date May 31, 1999
------------

xc: Chase Interpublic
----- -----------
Shin Denneen Steven Berns Kenneth Mach
Peter M. Davis Theodore Paraskevas
Barbara S. Gmora Jordan H. Rednor
<PAGE>

THE INTERPUBLIC GROUP OF COMPANIES, INC.

Certified Resolutions
---------------------

I, Nicholas J. Camera, Secretary of The Interpublic Group of
Companies, Inc., a Delaware corporation (hereinafter and in Annex 1 referred to
as the "Corporation"), do hereby certify that set forth in Annex 1 hereto is a
true and correct copy of resolutions duly adopted by the Finance Committee of
the Board of Directors of the Corporation on July 13, 1999 and that such
resolutions have not been amended or revoked and are in full force and effect to
and including the date hereof.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal
of the Corporation as of this 13th day of July, 1999.

/s/ Nicholas J. Camera
---------------------------
Nicholas J. Camera

Annex 1
-------

RESOLVED, that the following overdraft, loan and other guarantees and
similar instruments, all of which are presently scheduled to expire in the near
future, be and they hereby are extended to the dates and in the amounts
indicated below; and further

RESOLVED, that the Vice Chairman-Finance and Operations, the Chief
Financial Officer, the Senior Vice President-Financial Operations and the Vice
President and the Treasurer and any Assistant Treasurer of the Corporation be,
and each of them hereby is, authorized to execute and deliver such guarantees,
letters of credit, agreements, applications and other documents, in such forms
as shall be approved by the General Counsel or the Assistant General Counsel of
the Corporation, and to take such further actions as shall be necessary or
desirable to implement the foregoing resolution:

Amount to be
Guaranty Issued Guaranty Issued Amount Currently Guaranteed
On Behalf of to Guaranteed Under Extension
- --------------- --------------- ---------------- ---------------
DraftWorldwide Chase Manhattan US $10 Million US $10 Million
Bank (from 7/1/99
To 6/30/00)

<TABLE>
THE INTERPUBLIC GROUP OF COMPANIES, INC.
COMPUTATION OF EARNINGS PER SHARE
(Dollars in Thousands Except Per Share Data)
Year Ended December 31
<CAPTION>
1999 1998 1997 1996 1995
---- ---- ---- ---- ----
BASIC:
<S> <C> <C> <C> <C> <C>
Net income $321,921 $309,905 $200,378 $214,619 $134,311
Weighted average number of
common shares outstanding 278,923,346 270,970,652 260,499,892 260,594,738 255,605,266
Net income per share - Basic $1.15 $1.14 $ .77 $ .82 $ .53

DILUTED:
Net income $321,921 $309,905 $200,378 $214,619 $134,311
After tax interest savings
on assumed conversion of
subordinated debentures(1)(2) -- -- 5,929 6,410 --
Add: Dividends paid net of
related income tax applicable
to the Restricted Stock Plan 631 541 447 384 461
-------- -------- -------- -------- --------
Net income, as adjusted $322,552 $310,446 $206,754 $221,413 $134,772
======== ======== ======== ======== ========

Weighted average number of
common shares outstanding 278,923,346 270,970,652 260,499,892 260,594,738 255,605,266
Assumed conversion of
subordinated debentures(1)(2) -- 5,320 8,020,582 8,933,004 --
Weighted average number of
incremental shares in
connection with assumed
exercise of stock options 7,087,793 6,620,734 5,821,296 4,438,746 3,843,846
Weighted average number of
incremental shares in
connection with the
Restricted Stock Plan 3,536,805 3,453,838 3,277,294 3,211,128 4,160,134
----------- ----------- ----------- ----------- ------------
Total 289,547,942 281,050,544 277,619,064 277,177,616 263,609,246

Diluted Earnings Per Share Data:
Net Income $1.11 $1.10 $ .74 $ .80 $ .51

All share data for prior periods have been adjusted the two-for-one stock split effective July 15, 1999.

- ----------------
<FN>

(1) The computation of diluted EPS for 1999 excludes the assumed conversion of the 1.87% and 1.80%
Convertible Subordinated Notes due 2006 and 2004, respectively, because they were antidilutive.

(2) The computation of diluted EPS for 1998 and 1997 excludes the assumed conversion of the 1.80%
Convertible Subordinated Notes due 2004 because they were antidilutive. Similarly, the
computation of diluted EPS for 1995 excludes the assumed conversion of the 3 3/4% Convertible
Subordinated Debentures due 2002 as they were antidilutive.

</FN>
</TABLE>

FINANCIAL HIGHLIGHTS
(Amounts in Thousands Except Per Share Data)
- --------------------------------------------------------------------------------
December 31
Percent
1999 1998 Increase
- --------------------------------------------------------------------------------
Operating Data
Gross Income $ 4,561,518 $ 3,968,728 14.9%
Net Income $ 321,921 $ 309,905 3.9%
Net Income Excluding
Restructuring(1) $ 373,358 $ 309,905 20.5%
Per Share Data(2)
Diluted EPS $ 1.11 $ 1.10 0.9%
Diluted EPS Excluding
Restructuring (1) $ 1.29 $ 1.10 17.3%
Cash Dividends $ .33 $ .29 13.8%
Share Price at December 31 $ 57 11/16 $ 39 7/8 44.7%
Weighted-average shares
Diluted 289,548 281,051 3.0%
Diluted Excluding
Restructuring(1) 296,241 281,051 5.4%
Financial Position
Cash and Cash Equivalents $ 981,448 $ 760,508 29.1%
Total Assets $ 8,727,255 $ 6,942,823 25.7%
Book Value Per Share(2) $ 5.66 $ 4.53 24.9%
Return on Average
Stockholders' Equity:
As Reported 22.3% 27.1%
Excluding Restructuring(1) 25.4% 27.1%

Gross Income
1999 $4,561,518
1998 $3,968,728
1997 $3,482,384
Diluted Earnings Per Share(2)
1999 As Reported $ 1.11
1999 Excluding Restructuring(1) $ 1.29
1998 $ 1.10
1997 $ .74
Cash Dividends Per Share(2)
1999 $ .33
1998 $ .29
1997 $ .25
Return On Average Stockholders' Equity
1999 As Reported 22.3%
1999 Excluding Restructuring(1) 25.4%
1998 27.1%
1997 21.8%
- ----------
[FN]

(1) Excludes the impact of restructuring and other merger related costs.
(2) All share data for 1998 and 1997 has been adjusted to reflect the
two-for-one stock split effective July 15, 1999.

</FN>
<PAGE>

THE INTERPUBLIC GROUP OF COMPANIES, INC. AND ITS SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

The Company reported net income of $321.9 million or $1.11 diluted earnings per
share for the year ended December 31, 1999. Excluding the impact of
restructuring and other merger related costs, which are described in a
subsequent section of this discussion, net income would have been $373.4 million
or $1.29 diluted earnings per share, compared to $309.9 million or $1.10 diluted
earnings per share for the year ended December 31, 1998 and $200.4 million or
$.74 diluted earnings per share for the year ended December 31, 1997.

The following table sets forth net income and earnings per share before and
after the restructuring and other merger related costs:

(Dollars in thousands)
1999 1998 1997
---- ---- ----

Net income as reported $ 321,921 $ 309,905 $ 200,378
Earnings per share
Basic $ 1.15 $ 1.14 $ .77
Diluted $ 1.11 $ 1.10 $ .74

Net income before restructuring
and other merger related costs $ 373,358 $ 309,905 $ 200,378
Earnings per share
Basic $ 1.34 $ 1.14 $ .77
Diluted $ 1.29 $ 1.10 $ .74

Revenue
- -------
Worldwide revenue from commissions and fees for 1999 was $4.4 billion, an
increase of $583 million or 15.2% over 1998. Domestic revenue, which represented
52% of worldwide revenue in 1999, increased $359 million or 18.7% over 1998.
International revenue, which represented 48% of worldwide revenue in 1999,
increased $224 million or 11.7% over 1998. International revenue would have
increased 16% excluding the effect of the strengthening of the U.S. dollar
against major currencies. Revenue from other marketing communication services,
which include sales promotion, internet services, independent media buying,
healthcare marketing, market research, brand equity and corporate identity
services, sports and event marketing, relationship (direct) marketing, public
relations, and other related services, comprised approximately 40% of total
worldwide revenue in 1999, compared to 33% in 1998. The increase in worldwide
revenue is a result of both growth from new business gains and growth from
acquisitions. Exclusive of acquisitions, worldwide revenue on a constant dollar
basis increased 9% over 1998.

Worldwide revenue from commissions and fees for 1998 was $3.8 billion, an
increase of $492 million or 14.7% over 1997. Domestic revenue, which represented
50% of worldwide revenue, increased $254 million or 15.2% over 1997.
International revenue increased $237 million or $14.1% over 1997. International
revenue would have increased about 19% excluding the effect of the strengthening
of the U.S. dollar against major currencies.

Other Income, Net
- -----------------
Other income, net primarily consists of interest income, net gains from equity
investments, cash discounts from media suppliers, and other miscellaneous items.
Other income, net included gains from the Company's investments in various
interactive based companies, including Nicholson NY, Inc., Lycos and USWEB in
1999, gains related to investments in USWEB, CKS Group, Inc. and Lycos in 1998,
and gains on the sale of investments, including All American Communications,
Inc. and CKS Group, Inc. in 1997. In the aggregate, annual net equity gains
remained relatively constant during the three year period.

Operating Expenses
- ------------------
Worldwide operating expenses for 1999, excluding restructuring and other merger
related costs, were $3.8 billion, an increase of 14% over 1998. Operating
expenses outside the United States increased 10.2%, while domestic operating
expenses increased 18.6%. These increases were commensurate with the increases
in revenue. Worldwide operating expenses for 1998 were $3.3 billion, an increase
of 12% over 1997, comprised of a 14.8% increase in international expenses and a
9.2% increase in domestic expenses.

Significant portions of the Company's expenses relate to employee compensation
and various employee incentive and benefit programs, which are based primarily
upon operating results. Salaries and related expenses were $2.5 billion in 1999
or 56.5% of revenue as compared to $2.2 billion in 1998 or 56.4% of revenue and
$1.9 billion in 1997 or 57.1% of revenue. The year over year increase is a
result of growth from acquisitions and new business gains.

In 1997, as part of its continuing cost containment efforts, the Company
announced that it was curtailing its domestic pension plan effective April 1,
1998, and recorded pre-tax charges of approximately $16.7 million. The Company
continues to sponsor a domestic defined contribution plan.

Office and general expenses were $1.3 billion in 1999, $1.2 billion in 1998, and
$1.1 billion in 1997. The year over year increase is a result of the continued
growth of the Company, which reflects in part an increase in the level of
goodwill amortization related to acquisitions.

Interest Expense
- ----------------
Interest expense was $66 million in 1999, an increase of $8 million over 1998.
The increase in 1999 was primarily attributable to the issuance of the 1.87%
Convertible Subordinated Notes due 2006, issued in June 1999.

Special Compensation Charges
- ----------------------------
During 1997, Hill, Holliday, Connors, Cosmopolous, Inc. ("Hill Holliday"), a
company acquired in a pooling of interests transaction in the second quarter of
1998, recorded special compensation charges of approximately $32 million.

Restructuring and Other Merger Related Costs
- --------------------------------------------
In October 1999, the Company announced the merger of two of its advertising
networks. The networks affected, Lowe & Partners Worldwide and Ammirati Puris
Lintas were combined to form a new agency network called Lowe Lintas & Partners
Worldwide. The merger involves the consolidation of operations in Lowe Lintas
agencies in approximately 24 cities in 22 countries around the world. Once
complete, the newly merged agency network will have offices in over 80 countries
around the world.

During the fourth quarter of 1999, the Company began execution of a
comprehensive restructuring plan in connection with the merger. The plan
includes headcount reductions, consolidation of real estate and the sale or
disposition of certain investments, and is expected to be completed by June 30,
2000. The Company is pleased with the progress of the merger to date and expects
the total costs to be in line with its original estimate.

The total pre-tax cost of the restructuring plan is expected to be between $170
and $190 million, ($100 to $115 million, net of tax). In the fourth quarter of
1999, the Company recognized pre-tax costs of $84.2 million ($51.4 million, net
of tax or $.18 per diluted share), with the remainder expected to be recognized
in the first two quarters of 2000.

A summary of the components of the total restructuring and other merger related
costs, together with an analysis of the cash and non-cash elements, is as
follows:

(Dollars in millions)

1999 Cash Non-Cash
---- ---- --------
TOTAL BY TYPE
- -------------
Severance and termination costs $44.9 $27.0 $17.9
Fixed asset write-offs 11.1 -- 11.1
Lease termination costs 3.8 3.8 --
Investment write-offs and other 24.4 1.1 23.3
--------------------------------
Total $84.2 $31.9 $52.3
================================

The severance and termination costs recorded in 1999 relate to approximately 230
employees who have been terminated or notified that they will be terminated. The
employee groups affected include executive and regional management,
administrative, account management, creative and media production personnel,
principally in the U.S. and U.K. The charge related to these individuals
includes the cost of voluntary programs in certain locations and includes
substantially all senior executives that will be terminated. As of December 31,
1999, the amount accrued related to severance and termination was approximately
$42.6 million. During the fourth quarter of 1999, cash payments of $2.3 million
were made.

The fixed assets write-off relates largely to the abandonment of leasehold
improvements as part of the merger. The amount recognized in 1999 relates to
fixed asset write-offs in 6 offices principally in the United States.

Lease termination costs relate to the offices vacated as part of the merger. The
lease terminations are expected to be completed by mid-to-late 2000, with the
cash portion to be paid out over a period of up to five years. As of December
31, 1999, the amount accrued related to these termination costs was $3.8
million.

The investment write-offs relate to the loss on sale or closing of certain
business units. In 1999, $23 million has been recorded as a result of the
decision to sell or abandon 4 European businesses. In the aggregate, the
businesses being sold or abandoned represent an immaterial portion of the
revenue and operations of Lowe Lintas & Partners. 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. These sales or closures are
expected to be completed by mid 2000.

The Company expects to benefit from the resulting reduction in employee related
costs, compensation, benefits and space occupancy. These benefits will begin to
be realized in the second half of 2000. It is anticipated that a significant
portion of the savings will be offset by investments in creative talent,
technology and other capabilities to support the acceleration of growth in the
future. The Company anticipates that beginning 2001 its after-tax results of
operations will benefit by between $20 to $25 million.

Other Items
- -----------
Income applicable to minority interests increased by $5.3 million in 1999 and by
$4.4 million in 1998. The 1999 and 1998 increase was primarily due to the strong
performance of companies that were not wholly owned, as well as the acquisition
of additional such entities during 1999 and 1998.

The Company's effective income tax rate was 40.4% in 1999, 41.2% in 1998 and
46.1% in 1997. The higher rate in 1997 was largely attributable to the special
compensation charges recorded by Hill Holliday.

Cash Based Earnings
- -------------------
Management believes that cash based earnings are a relevant measure of financial
performance as it better illustrates the Company's performance and ability to
support growth. The Company defines cash based earnings as net income, adjusted
to exclude goodwill amortization, net of tax where applicable. Cash based
earnings are not calculated in the same manner by all companies and are intended
to supplement, not replace, the other measures calculated in accordance with
generally accepted accounting principles. Cash based earnings for the three
years ending December 31, 1999, 1998, and 1997 were as follows:

(Amounts in thousands except per share data)

1999 1998 1997
---- ---- ----
Net income as reported $321,921 $309,905 $200,378
Restructuring and other
merger related costs, net of tax 51,437 -- --
-------- -------- --------
Net income, as adjusted 373,358 309,905 200,378
Add back goodwill amortization 74,280 55,835 41,110
Less related tax effect (6,026) (4,614) (4,156)
-------- -------- --------
Cash based earnings (as
defined above) $441,612 $361,126 $237,332
======== ======== ========

Per share amounts (diluted) $1.52 $1.29 $.88

LIQUIDITY AND CAPITAL RESOURCES
The Company's financial position remained strong during 1999, with cash and cash
equivalents at December 31, 1999, of $981.4 million, an increase of $220.9
million over the 1998 year-end balance. Working capital at December 31, 1999,
was $130.9 million, which was $60.6 million higher than the level at the end of
1998. The increase in working capital was largely attributable to proceeds of
approximately $300 million from the 1.87% Convertible Subordinated Notes due
2006 issued in June, 1999.

Historically, cash flow from operations has been the primary source of working
capital and management believes that it will continue to be so in the future.
Net cash provided by operating activities was $562 million, $498 million and
$264 million for the years ended December 31, 1999, 1998, and 1997,
respectively. The Company's working capital is used primarily to provide for the
operating needs of its subsidiaries, which includes payments for space or time
purchased from various media on behalf of clients. The Company's practice is to
bill and collect from its clients in sufficient time to pay the amounts due for
media on a timely basis. Other uses of working capital include the repurchase of
the Company's common stock, payment of cash dividends, capital expenditures and
acquisitions.

The Company acquires shares of its stock on an ongoing basis. During 1999, the
Company purchased approximately 6.5 million shares of its common stock, compared
to 4.9 million shares in 1998. The Company repurchases its stock for the purpose
of fulfilling its obligations under various compensation plans.

The Company paid $90.4 million ($.33 per share) in dividends to stockholders in
1999, as compared to $76.9 million ($.29 per share) paid during 1998.

The Company's capital expenditures in 1999 were $149.7 million compared to
$136.7 million in 1998 and $107.1 million in 1997. The primary purposes of these
expenditures were to upgrade computer and telecommunications systems to better
serve clients and to modernize offices.

During 1999, the Company paid approximately $550 million in cash and stock for
new acquisitions, including a number of marketing communications companies to
complement its existing agency systems and to optimally position itself in the
ever-broadening communications marketplace. This amount includes the value of
stock issued for pooled companies.

The Company and its subsidiaries maintain credit facilities in the United States
and in countries where they conduct business to manage their future liquidity
requirements. The Company's available short-term credit facilities were $510
million, of which $80 million were utilized at December 31, 1999, and $576
million, of which $118 million were utilized at December 31, 1998.

Return on average stockholders' equity was 22.3% in 1999 and 27.1% in 1998.
Excluding restructuring and other merger related costs, return on average
stockholders' equity was 25.4% in 1999. The decline in 1999 was primarily
attributable to a $159 million increase in net unrealized holding gains on
equity investments, which are included in stockholders' equity.

As discussed in Note 12, revenue from international operations was 48% of total
revenue in 1999 and 50% of total revenue in both 1998 and 1997. The Company
continuously evaluates and attempts to mitigate its exposure to foreign
exchange, economic and political risks. The notional value and fair value of all
outstanding forwards and options contracts at the end of the year were not
significant. In addition, the economic developments in Brazil, which did not
have a significant negative impact on the Company, were partially offset by the
favorable impact due to the economic recovery in Japan.

The Company is not aware of any significant occurrences that could negatively
impact its liquidity. However, should such a trend develop, the Company believes
that there are sufficient funds available under its existing lines of credit and
from internal cash-generating capabilities to meet future needs.

OTHER MATTERS
Internet-Services Companies
- ---------------------------
During 1999, the Company expanded its investment in internet-service and related
companies. In December 1999, the Company announced the establishment of Zentropy
Partners, a new global internet-services company that integrates the building
and marketing of digital businesses. At its formation, Zentropy Partners had
annualized revenue exceeding $50 million and was positioned to serve clients out
of 11 offices in Europe and North America.

In April 1999, the Company invested $20 million for a minority interest in Icon
Medialab International AB ("Icon"), a Swedish based internet consultancy. Later
in the year, the Company increased its investment in Icon through the
contribution of other investments and through additional cash purchases. At
December 31, 1999, the fair market value of the Company's investment in Icon was
$322 million.

In addition to the above, the Company maintains internet-service and related
divisions at several of its major operating divisions and has made strategic
investments in fourteen companies whose objectives revolve around consulting on
the use of technology to benefit customers.

NFO Worldwide, Inc.
- -------------------
As more fully discussed in Note 15, on December 22, 1999 the Company entered
into an agreement to acquire NFO Worldwide, Inc., a leading provider of research
based marketing information and counsel to the business community. The
acquisition, which will add one of the top three worldwide custom marketing
research organizations and the single largest provider of internet-based
marketing research to the Company's diverse group of advertising and
communications-services companies, is expected to close in April 2000.

Year 2000 Issue
- ---------------
Pursuant to the Year 2000 issue, the Company had developed programs to address
the possible exposures related to the impact of computer systems incorrectly
recognizing the year 2000 or "00" as 1900. As a result of implementation of its
programs, the Company did not experience any significant Year 2000 disruptions
during the transition from 1999 to 2000, and since entering 2000, the Company
has not experienced any significant Year 2000 disruptions to its business. In
addition, the Company is not aware of any significant disruptions impacting its
customers or suppliers. The Company will continue to monitor its computer
systems over the next several months. However, the Company does not anticipate
any significant impact related to Year 2000 problems that may affect its
internal computer systems. The Company will also continue to monitor the
activities of its business partners and critical suppliers and has developed
contingency plans should business partners or critical suppliers experience any
Year 2000 disruptions in the coming months.

Costs incurred to achieve Year 2000 readiness, which included modification to
existing systems, replacement of non-compliant systems and consulting resources
totaled $72 million. A total of $47 million was capitalized (related primarily
to hardware and software that provided both Year 2000 readiness and increased
the functionality of certain systems), and $25 million was expensed.

Cautionary Statement
- --------------------
Statements by the Company in this document are forward-looking statements as
defined in the Private Securities Litigation Reform Act of 1995. These
forward-looking statements are subject to certain risks and uncertainties that
could cause actual results to differ materially from those anticipated in the
forward-looking statements.

New Accounting Guidance
- -----------------------
In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133, "Accounting for Derivative Instruments
and Hedging Activities" (SFAS 133), which had an initial adoption date by the
Company of January 1, 2000. In June 1999, the FASB postponed the adoption date
of SFAS 133 until January 1, 2001. The Company does not believe the effect of
adopting SFAS 133 will be material to its financial condition.

Conversion to the Euro
- ----------------------
On January 1, 1999, certain member countries of the European Union established
fixed conversion rates between their existing currencies and the European
Union's common currency (the "Euro"). The Company conducts business in member
countries. The transition period for the introduction of the Euro will be
between January 1, 1999, and June 30, 2002. The Company is addressing the issues
involved with the introduction of the Euro. The major important issues facing
the Company include: converting information technology systems; reassessing
currency risk; negotiating and amending contracts; and processing tax and
accounting records.

Based upon progress to date, the Company believes that use of the Euro will not
have a significant impact on the manner in which it conducts its business
affairs and processes its business and accounting records. Accordingly,
conversion to the Euro has not, and is not expected to have a material effect on
the Company's financial condition or results of operations.

<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS

1301 Avenue of the Americas
New York, New York 10019

To the Board of Directors and Stockholders of
The Interpublic Group of Companies, Inc.

In our opinion, based upon our audits and the reports of other auditors, the
accompanying consolidated balance sheets and the related consolidated statements
of income, 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, 1999 and 1998, and the results of their operations and their cash
flows for each of the three years in the period ended December 31, 1999, in
conformity with accounting principles generally accepted in the United States.
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 did not audit the financial statements of International Public
Relations plc ("IPR"), a wholly-owned subsidiary, which statements reflect
revenues constituting approximately 6% of the related 1997 consolidated
financial statement total. Additionally, we did not audit the financial
statements of Hill, Holliday, Connors, Cosmopulos, Inc. ("Hill Holliday"), a
wholly-owned subsidiary, which statements reflect total net loss constituting
approximately 17% of the related 1997 consolidated financial statement total.
Those statements were audited by other auditors whose reports thereon have been
furnished to us, and our opinion expressed herein, insofar as it relates to the
amounts included for IPR and Hill Holliday, is based solely on the reports of
the other auditors. We conducted our audits of these statements in accordance
with auditing standards generally accepted in the United States 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 and the reports of other
auditors provide a reasonable basis for the opinion expressed above.

PricewaterhouseCoopers LLP
New York, New York
February 22, 2000

<PAGE>
REPORT OF INDEPENDENT AUDITORS TO THE SHAREHOLDERS AND BOARD OF DIRECTORS OF
INTERNATIONAL PUBLIC RELATIONS PLC

We have audited the consolidated statements of income, shareholders' equity and
cash flows of International Public Relations plc and subsidiaries for the
fourteen-month period ended 31 December 1997, all expressed in pounds sterling.
These financial statements, which are not separately presented herein, are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.

We conducted our audit in accordance with United Kingdom auditing standards,
which do not differ in any significant respect from United States generally
accepted auditing standards. Those standards 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. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of the operations and
the consolidated cash flows of International Public Relations plc and
subsidiaries for the fourteen-month period ended 31 December 1997 in conformity
with United States generally accepted accounting principles.

Ernst & Young
London
3 February 1999

<PAGE>
REPORT OF INDEPENDENT AUDITORS

Board of Directors
Hill, Holliday, Connors, Cosmopulos, Inc.

We have audited the consolidated statements of operations, stockholders' equity
(deficit) and cash flows of Hill, Holliday, Connors, Cosmopulos, Inc. and
Subsidiaries (the Company) for the twelve months ended December 31, 1997, not
separately presented herein. 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 audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards 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. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated results of operations and
cash flows of Hill, Holliday, Connors, Cosmopulos, Inc. and Subsidiaries for the
twelve-month period ended December 31, 1997 in conformity with generally
accepted accounting principles.

Ernst & Young LLP
Boston, Massachusetts
March 13, 1998

<PAGE>
FINANCIAL STATEMENTS
THE INTERPUBLIC GROUP OF COMPANIES, INC. AND ITS SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
DECEMBER 31
(Dollars in Thousands Except Per Share Data)

ASSETS 1999 1998
---- ----
CURRENT ASSETS:
Cash and cash equivalents (includes
certificates of deposit: 1999-$150,343;
1998-$152,064) $ 981,448 $ 760,508
Marketable securities 36,765 31,733
Receivables (net of allowance for doubtful
accounts: 1999-$57,841; 1998-$53,093) 4,309,589 3,522,616
Expenditures billable to clients 309,059 276,610
Prepaid expenses and other current assets 130,983 137,183
--------------------------
Total current assets 5,767,844 4,728,650
--------------------------
OTHER ASSETS:
Investment in unconsolidated affiliates 50,079 47,561
Deferred taxes on income -- 97,350
Other investments and miscellaneous assets 717,521 348,262
--------------------------
Total other assets 767,600 493,173
--------------------------
FIXED ASSETS, AT COST:
Land and buildings 143,079 95,228
Furniture and equipment 732,115 650,037
--------------------------
875,194 745,265
Less: accumulated depreciation 480,648 420,864
--------------------------
394,546 324,401
Unamortized leasehold improvements 139,777 115,200
--------------------------
Total fixed assets 534,323 439,601
--------------------------
Intangible assets (net of accumulated
amortization: 1999-$579,067; 1998-$504,787) 1,657,488 1,281,399
--------------------------

TOTAL ASSETS $8,727,255 $6,942,823
==========================

<PAGE>
FINANCIAL STATEMENTS
THE INTERPUBLIC GROUP OF COMPANIES, INC. AND ITS SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
DECEMBER 31
(Dollars in Thousands Except Per Share Data)

LIABILITIES AND STOCKHOLDERS' EQUITY 1999 1998
---- ----
CURRENT LIABILITIES:
Payable to banks $ 261,951 $ 214,464
Accounts payable 4,541,669 3,613,699
Accrued expenses 675,596 624,517
Accrued income taxes 157,713 205,672
--------------------------
Total current liabilities 5,636,929 4,658,352
--------------------------
NONCURRENT LIABILITIES:
Long-term debt 348,772 298,691
Convertible subordinated debentures
and notes 518,490 207,927
Deferred compensation and reserve
for termination allowances 343,606 319,526
Deferred taxes on income 41,429 --
Accrued postretirement benefits 48,730 48,616
Other noncurrent liabilities 82,585 88,691
Minority interests in consolidated
subsidiaries 78,643 55,928
--------------------------
Total noncurrent liabilities 1,462,255 1,019,379
--------------------------
STOCKHOLDERS' EQUITY:
Preferred Stock, no par value
shares authorized: 20,000,000
shares issued: none

Common Stock, $.10 par value
shares authorized: 550,000,000
shares issued:
1999 - 297,137,345;
1998 - 291,445,158 29,714 29,145
Additional paid-in capital 738,953 652,692
Retained earnings 1,325,306 1,101,792
Accumulated other comprehensive
loss, net of tax (76,404) (160,476)
--------------------------
2,017,569 1,623,153
Less:
Treasury stock, at cost:
1999 - 9,479,772 shares;
1998 - 12,374,344 shares 312,463 286,713
Unamortized expense of restricted
stock grants 77,035 71,348
--------------------------
Total stockholders' equity 1,628,071 1,265,092
--------------------------
Commitments and contingencies

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $8,727,255 $6,942,823
==========================

All share data for 1998 has been adjusted to reflect the two-for-one stock split
effective July 15, 1999.

The accompanying notes are an integral part of these financial statements.

<PAGE>
FINANCIAL STATEMENTS
THE INTERPUBLIC GROUP OF COMPANIES, INC. AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENT OF INCOME
YEAR ENDED DECEMBER 31
(Amounts in Thousands Except Per Share Data)

1999 1998 1997
----------- ----------- -----------
Commissions and fees $ 4,427,303 $ 3,844,340 $ 3,352,776
Other income, net 134,215 124,388 129,608
-----------------------------------------
Gross income 4,561,518 3,968,728 3,482,384
-----------------------------------------
Salaries and related expenses 2,503,273 2,167,931 1,913,356
Office and general expenses 1,322,583 1,179,227 1,075,176
Interest expense 66,422 58,699 57,793
Special compensation charges -- -- 32,229
Restructuring and other merger
related costs 84,183 -- --
-----------------------------------------
Total costs and expenses 3,976,461 3,405,857 3,078,554
-----------------------------------------

Income before provision for
income taxes 585,057 562,871 403,830
Provision for income taxes 236,339 232,005 186,246
-----------------------------------------
Income of consolidated companies 348,718 330,866 217,584
Income applicable to minority
interests (33,426) (28,125) (23,754)
Equity in net income of
unconsolidated affiliates 6,629 7,164 6,548
-----------------------------------------
Net Income $ 321,921 $ 309,905 $ 200,378
-----------------------------------------

Per Share Data:
Basic EPS $ 1.15 $ 1.14 $ .77
Diluted EPS $ 1.11 $ 1.10 $ .74

Weighted average shares:
Basic 278,923 270,971 260,500
Diluted 289,548 281,051 277,619

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

All share data for 1998 and 1997 has been adjusted to reflect the two-for-one
stock split effective July 15, 1999.

The accompanying notes are an integral part of these financial statements.

<PAGE>
<TABLE>
FINANCIAL STATEMENTS
THE INTERPUBLIC GROUP OF COMPANIES, INC. AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
YEAR ENDED DECEMBER 31
(Dollars in Thousands)
<CAPTION>
1999 1998 1997
---- ---- ----
CASH FLOWS FROM OPERATING ACTIVITIES:
<S> <C> <C> <C>
Net income $ 321,921 $ 309,905 $ 200,378
Adjustments to reconcile net income to
cash provided by operating activities:
Depreciation and amortization of fixed assets 115,733 103,029 84,371
Amortization of intangible assets 74,280 55,835 41,110
Amortization of restricted stock awards 25,926 20,272 16,222
Stock bonus plans/ESOP -- -- 1,389
Provision for (benefit of) deferred income taxes 10,714 (12,941) 7,743
Noncash pension plan charges -- -- 16,700
Equity in net income of unconsolidated affiliates (6,629) (7,164) (6,548)
Income applicable to minority interests 33,426 28,125 23,754
Translation losses/(gains) 2,768 1,847 (319)
Special compensation charges -- -- 31,553
Net gain on investments (43,390) (40,465) (44,626)
Restructuring costs, non-cash 52,264 -- --
Other (8,533) 9,519 (11,092)
Change in assets and liabilities,
net of acquisitions:
Receivables (813,416) (243,966) (340,804)
Expenditures billable to clients (22,838) (25,988) (46,512)
Prepaid expenses and other assets (119,520) (40,079) (26,967)
Accounts payable and accrued expenses 975,370 305,076 296,849
Accrued income taxes (55,952) 20,108 2,311
Deferred compensation and reserve for
termination allowances 20,184 14,398 18,397
-----------------------------------
Net cash provided by operating activities 562,308 497,511 263,909
-----------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisitions, net (250,404) (121,751) (90,297)
Capital expenditures (149,716) (136,738) (107,065)
Proceeds from sales of assets 70,454 27,483 114,023
Net (purchases of) proceeds from
marketable securities (9,114) 3,934 324
Investment in unconsolidated affiliates (12,567) (16,660) (8,371)
-----------------------------------
Net cash used in investing activities (351,347) (243,732) (91,386)
-----------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase in short-term borrowings 47,592 15,304 31,188
Proceeds from long-term debt 363,792 12,253 256,337
Payments of long-term debt (31,118) (25,882) (31,223)
Proceeds from ESOP -- 7,420 --
Treasury stock acquired (300,524) (164,928) (144,094)
Issuance of common stock 62,892 33,688 37,750
Cash dividends - Interpublic (90,424) (76,894) (61,242)
Cash dividends - pooled companies -- (2,847) (10,770)
-----------------------------------
Net cash provided by (used in) financing activities 52,210 (201,886) 77,946
-----------------------------------
Effect of exchange rates on cash and cash equivalents (42,231) 11,604 (41,892)
-----------------------------------

Increase in cash and cash equivalents 220,940 63,497 208,577
Cash and cash equivalents at beginning of year 760,508 697,011 488,434
-----------------------------------
Cash and cash equivalents at end of year $ 981,448 $ 760,508 $ 697,011
===================================
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
<TABLE>
FINANCIAL STATEMENTS
THE INTERPUBLIC GROUP OF COMPANIES, INC. AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY AND COMPREHENSIVE INCOME
FOR THE THREE-YEAR PERIOD ENDED DECEMBER 31, 1999
(Dollars in Thousands)
<CAPTION>
Accumulated Unamortized
Common Additional Other Expense Unearned
Stock Paid-In Retained Comprehensive Treasury of Restricted ESOP
(par value $.10) Capital Earnings Income (loss) Stock Stock Grants Plan Total
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
BALANCES, DECEMBER 31, 1998 $29,145 $652,692 $1,101,792 $(160,476) $(286,713) $(71,348) $ -- $1,265,092
Comprehensive income:
Net income $ 321,921 $ 321,921
Adjustment for minimum pension
liability 17,965 17,965
Change in market value of
securities available-for-sale 158,607 158,607
Foreign currency translation
adjustment (92,500) (92,500)
- -----------------------------------------------------------------------------------------------------------------------------------
Total comprehensive income $405,993
Cash dividends - IPG (90,424) (90,424)
Equity adjustments-
pooled companies (7,796) (7,796)
Awards of stock under
Company plans:
Achievement stock and
incentive awards 198 333 531
Restricted stock,
net of forfeitures 66 36,902 (7,927) (5,687) 23,354
Employee stock purchases 40 19,068 19,108
Exercise of stock options,
including tax benefit 276 81,539 81,815
Purchase of Company's own stock (300,524) (300,524)
Issuance of shares
for acquisitions (51,446) 282,368 230,922
Par value of shares issued
for two-for-one stock split 187 (187) --
- -----------------------------------------------------------------------------------------------------------------------------------
BALANCES, DECEMBER 31, 1999 $29,714 $738,953 $1,325,306 $ (76,404) $(312,463) $(77,035) $ -- $1,628,071
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>

FINANCIAL STATEMENTS
THE INTERPUBLIC GROUP OF COMPANIES, INC. AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY AND COMPREHENSIVE INCOME
FOR THE THREE-YEAR PERIOD ENDED DECEMBER 31, 1999
(Dollars in Thousands)
<CAPTION>
Accumulated Unamortized
Common Additional Other Expense Unearned
Stock Paid-In Retained Comprehensive Treasury of Restricted ESOP
(par value $.10) Capital Earnings Income (loss) Stock Stock Grants Plan Total
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
BALANCES, DECEMBER 31, 1997 $28,715 $515,892 $871,843 $(159,771) $(171,088) $(56,634) $(7,420) $1,021,537
Comprehensive income:
Net income $309,905 $ 309,905
Adjustment for minimum pension
liability (23,405) (23,405)
Change in market value of
securities available-for-sale (2,516) (2,516)
Foreign currency translation
adjustment 25,216 25,216
- -----------------------------------------------------------------------------------------------------------------------------------
Total comprehensive income $ 309,200
Cash dividends - IPG (76,894) (76,894)
Equity adjustments-
pooled companies (2,847) (2,847)
Awards of stock under
Company plans:
Achievement stock and
incentive awards 274 110 384
Restricted stock,
net of forfeitures 63 36,619 (2,406) (14,714) 19,562
Employee stock purchases 26 13,325 13,351
Exercise of stock options,
including tax benefit 123 42,518 42,641
Purchase of Company's own stock (164,928) (164,928)
Issuance of shares
for acquisitions 43,062 51,599 94,661
Conversion of convertible
debentures 3 1,002 1,005
Payments from ESOP 7,420 7,420
Par value of shares issued
for two-for-one stock split 215 (215) --
- -----------------------------------------------------------------------------------------------------------------------------------
BALANCES, DECEMBER 31, 1998 $29,145 $ 652,692 $1,101,792 $(160,476) $(286,713) $(71,348) $ -- $1,265,092
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
FINANCIAL STATEMENTS
THE INTERPUBLIC GROUP OF COMPANIES, INC. AND ITS SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY AND COMPREHENSIVE INCOME
FOR THE THREE-YEAR PERIOD ENDED DECEMBER 31, 1999
(Dollars in Thousands)
<CAPTION>
Accumulated Unamortized
Common Additional Other Expense Unearned
Stock Paid-In Retained Comprehensive Treasury of Restricted ESOP
(par value $.10) Capital Earnings Income (loss) Stock Stock Grants Plan Total
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
BALANCES, DECEMBER 31, 1996 $13,641 $246,063 $759,987 $ (96,972) $ (49,082) $(47,350) $(7,800) $ 818,487
Comprehensive income:
Net income $200,378 $ 200,378
Adjustment for minimum pension
liability (228) (228)
Change in market value of
securities available-for-sale 12,405 12,405
Foreign currency translation
adjustment (74,976) (74,976)
- -----------------------------------------------------------------------------------------------------------------------------------
Total comprehensive income $137,579
Cash dividends - IPG (61,242) (61,242)
Equity adjustments-
pooled companies (12,922) (12,922)
Awards of stock under
Company plans:
Achievement stock and
incentive awards 787 175 962
Restricted stock,
net of forfeitures 53 27,821 (3,664) (9,284) 14,926
Employee stock purchases 23 9,684 9,707
Exercise of stock options,
including tax benefit 138 40,855 40,993
Purchase of Company's own stock (144,094) (144,094)
Issuance of shares
for acquisitions 49,877 25,577 75,454
Conversion of convertible
debentures 443 118,357 118,800
Par value of shares issued
for three-for-two stock split 59 59
Payments from ESOP 380 380
Special compensation charges 27,324 27,324
Deferred stock bonus charges (4,876) (4,876)
Par value of shares issued for
two-for-one stock split 14,358 (14,358) --
- -----------------------------------------------------------------------------------------------------------------------------------
BALANCES, DECEMBER 31, 1997 $28,715 $515,892 $871,843 $(159,771) $(171,088) $(56,634) $(7,420) $1,021,537
- -----------------------------------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.

All share data for 1999, 1998 and 1997 has been adjusted to reflect the two-for-one stock split effective July 15, 1999.
</TABLE>

<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Operations
The Company is a worldwide provider of advertising agency and related services.
The Company conducts business through the following subsidiaries:
McCann-Erickson WorldGroup, The Lowe Group, DraftWorldwide, Initiative Media
Worldwide, International Public Relations, Octagon, Zentropy Partners, Allied
Communications Group, and other related companies. The Company also has
arrangements through association with local agencies in various parts of the
world. Other "marketing communications" activities conducted by the Company
include sales promotion, internet services, independent media buying, healthcare
marketing, market research, brand equity and corporate identity services, sports
and event marketing, relationship (direct) marketing, public relations and other
related services.

Principles of Consolidation
The consolidated financial statements include the accounts of the Company and
its subsidiaries, most of which are wholly owned. The Company also has certain
investments in unconsolidated affiliates that are carried on the equity basis.
The Company acquired five companies in 1998 which were accounted for as poolings
of interests. 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 the 1998 pooled
entities in addition to all prior pooled entities.

Short-term and Long-term Investments
The Company's investments in marketable and equity securities are categorized as
available-for-sale securities, as defined by Statement of Financial Accounting
Standards No. 115 (SFAS 115), "Accounting for Certain Investments in Debt and
Equity Securities". Unrealized holding gains and losses are reflected as a net
amount within stockholders' equity until realized. The cost of securities sold
is based on the average cost of securities when computing realized gains and
losses.

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.

Translation of Foreign Currencies
Balance sheet accounts are translated principally at rates of exchange
prevailing at the end of the year except for fixed assets and related
depreciation in countries with highly inflationary economies which are
translated at rates in effect on dates of acquisition. Revenue and expense
accounts are translated at average rates of exchange in effect during each year.
Translation adjustments are included within stockholders' equity except for
countries with highly inflationary economies, in which case they are included in
current operations.

Commissions, Fees and Costs
Commissions and fees are generally recognized when media placements appear and
production costs are incurred. Salaries and other agency costs are generally
expensed as incurred.

Depreciation and Amortization
Depreciation is computed principally using the straight-line method over
estimated useful lives of the related assets, ranging generally from 3 to 20
years for furniture and equipment and from 10 to 45 years for various component
parts of buildings.

Leasehold improvements and rights are amortized over the terms of related
leases. Company policy provides for the capitalization of all major expenditures
for renewal and improvements and for current charges to income for repairs and
maintenance.
<PAGE>
Long-lived Assets
The excess of purchase price over the fair value of net tangible assets acquired
is amortized on a straight-line basis over periods not exceeding 40 years.

The Company evaluates the recoverability of the carrying value of long-lived
assets whenever events or changes in circumstances indicate that the net book
value of an operation may not be recoverable. If the sum of projected future
undiscounted cash flows of an operation is less than its carrying value, an
impairment loss is recognized. The impairment loss is measured by the excess of
the carrying value over fair value based on estimated discounted future cash
flows or other valuation measures.

Income Taxes
Deferred income taxes reflect the impact of temporary differences between the
amount of assets and liabilities recognized for financial reporting purposes and
such amounts recognized for income tax purposes.

Earnings per Common and Common Equivalent Share
The Company applies the principles of Statement of Financial Accounting
Standards No. 128 (SFAS 128), "Earnings Per Share". Basic earnings per share is
based on the weighted-average number of common shares outstanding during each
year. Diluted earnings per share also includes common equivalent shares
applicable to grants under the stock incentive and stock option plans and the
assumed conversion of convertible subordinated debentures and notes, if they are
determined to be dilutive.

Treasury Stock
Treasury stock is acquired at market value and is recorded at cost. Issuances
are accounted for on a first-in, first-out basis.

Concentrations of Credit Risk
The Company's clients are in various businesses, located primarily in North
America, Latin America, Europe and the Asia Pacific Region. The Company performs
ongoing credit evaluations of its clients. Reserves for credit losses are
maintained at levels considered adequate by management. The Company invests its
excess cash in deposits with major banks and in money market securities. These
securities typically mature within 90 days and bear minimal risk.

Segment Reporting
The Company provides advertising and many other closely related marketing
communications services. All of these services fall within one reportable
segment as defined in Statement of Financial Accounting Standards No. 131 (SFAS
131), "Disclosures about Segments of an Enterprise and Related Information."

Accounting for Derivative Instruments and Hedging Activities
In June 1998, the FASB issued Statement of Financial Accounting Standards No.
133, "Accounting for Derivative Instruments and Hedging Activities" (SFAS 133),
which had an initial adoption date by the Company of January 1, 2000. In June
1999, the FASB postponed the adoption date of SFAS 133 until January 1, 2001.
SFAS 133 will require the Company to record all derivatives on the balance sheet
at fair value. Changes in derivative fair values will either be recognized in
earnings as offsets to the changes in fair value of related hedged assets,
liabilities and firm commitments or for forecasted transactions, deferred and
later recognized in earnings at the same time as the related hedged
transactions. The impact of SFAS 133 on the Company's financial statements will
depend on a variety of factors, including the future level of forecasted and
actual foreign currency transactions, the extent of the Company's hedging
activities, the type of hedging instruments used and the effectiveness of such
instruments. However, the Company does not believe the effect of adopting SFAS
133 will be material to its financial condition or results of operations.

Reclassifications
Certain amounts for prior years have been reclassified to conform to current
year presentation.

<PAGE>
NOTE 2: STOCKHOLDERS' EQUITY
On July 15, 1999, the stockholders approved a two-for-one stock split, effected
in the form of a payment of a 100 percent stock dividend to stockholders of
record on June 29, 1999. The number of shares of common stock reserved for
issuance pursuant to various plans under which stock is issued was increased by
100 percent. The two-for-one stock split has been reflected retroactively in the
consolidated financial statements and all per share data, shares, and market
prices of the Company's common stock included in the consolidated financial
statements and notes thereto have been adjusted to give effect to the stock
split.

Comprehensive Income
Accumulated other comprehensive income (loss) amounts are reflected net of tax
in the consolidated financial statements as follows:

(Dollars in thousands)
Total
Accumulated
Foreign Unrealized Minimum Other
Currency Holding Pension Comprehensive
Translation Gains/ Liability Income/
Adjustment (Losses) Adjustment (Loss)
---------- -------- ---------- ------

Balances, December 31, 1996 $ (83,993) $ -- $(12,979) $ (96,972)
Current-period change (74,976) 12,405 (228) (62,799)
-----------------------------------------------
Balances, December 31, 1997 $(158,969) $ 12,405 $(13,207) $(159,771)
Current-period change 25,216 (2,516) (23,405) (705)
-----------------------------------------------
Balances, December 31, 1998 $(133,753) $ 9,889 $(36,612) $(160,476)
Current-period change (92,500) 158,607 17,965 84,072
-----------------------------------------------
Balances, December 31, 1999 $(226,253) $168,496 $(18,647) $ (76,404)
===============================================

The foreign currency translation adjustments are not tax-effected. See Note 13
for additional discussion of unrealized holding gains on investments.

NOTE 3: EARNINGS PER SHARE

In accordance with SFAS 128, the following is a reconciliation of the components of the basic and diluted EPS computations for
income available to common stockholders for the year ended December 31:

<CAPTION>
(Dollars in Thousands Except Per Share Data)

1999 1998 1997
------------------------------- ------------------------------ -------------------------------
Per Per Per
Share Share Share
Income Shares Amount Income Shares Amount Income Shares Amount
------ ------ ------ ------ ------ ------ ------ ------ ------

<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
BASIC EPS
Income available
to common stockholders $321,921 278,923,346 $1.15 $309,905 270,970,652 $1.14 $200,378 260,499,892 $.77

Effect of Dilutive Securities:
Options 7,087,791 6,620,734 5,821,296
Restricted stock 631 3,536,805 541 3,453,838 447 3,277,294
3 3/4% Convertible
subordinated debentures -- -- -- 5,320 5,929 8,020,582

DILUTED EPS $322,552 289,547,942 $1.11 $310,446 281,050,544 $1.10 $206,754 277,619,064 $.74
---------------------------------------------------------------------------------------------------

The computation of diluted EPS for 1999, 1998, and 1997 excludes the assumed conversion of the 1.80% Convertible Subordinated Notes
and the 1999 computation also excludes the 1.87% Convertible Subordinated Notes (See Note 10) because they were antidilutive. In the
fourth quarter of 1997, the Company redeemed substantially all its 3 3/4% Convertible Subordinated Debentures due 2002.

All share data for 1999, 1998 and 1997 has been adjusted to reflect the two-for-one stock split effective July 15, 1999.

</TABLE>

<PAGE>
NOTE 4: ACQUISITIONS
The Company acquired a number of advertising and communications companies during
the three-year period ended December 31, 1999. The aggregate purchase price,
including cash and stock payments for new acquisitions, was $550 million, $660
million and $302 million in 1999, 1998 and 1997, respectively. The aggregate
purchase price for new acquisitions accounted for as purchases and equity
investments was $284 million, $245 million, and $131 million in 1999, 1998, and
1997, respectively.

1999
In 1999, the Company paid $180 million in cash and issued 8,393,893 shares of
its common stock to acquire 55 companies. Of the acquisitions, 51 were accounted
for under the purchase method of accounting and 4 were accounted for under the
pooling of interests method. The Company also recorded a liability for
acquisition related deferred payments of $28 million, for cases where
contingencies related to acquisitions have been resolved.

For those entities accounted for as purchase transactions, the purchase price of
the acquisitions has been allocated to assets acquired and liabilities assumed
based on estimated fair values. The results of operations of the acquired
companies were included in the consolidated results of the Company from their
respective acquisition dates which occurred throughout the year. The companies
acquired in transactions accounted for as purchases included The Cassidy
Companies, Inc., Spedic France S.A., Mullen Advertising, Inc., and PDP
Promotions UK Ltd. None of the acquisitions was significant on an individual
basis.

In connection with the 1999 purchase transactions, goodwill of approximately
$245 million was recorded. The purchase price allocations made in 1999 are
preliminary and subject to adjustment. Goodwill related to the acquisitions is
being amortized on a straight-line basis over their estimated useful lives.

On December 1, 1999, the Company acquired Brands Hatch Leisure Plc. for
5,158,122 shares of stock. The acquisition has been accounted for as a pooling
of interests. Additionally, during 1999 the Company issued 641,596 shares to
acquire 3 other companies which have been accounted for as poolings of
interests. Given that the pooling acquisitions are individually and in aggregate
not material in prior periods, financial statements have not been restated.

The following unaudited pro forma data summarize the results of operations for
the periods indicated as if the 1999 acquisitions had been completed as of
January 1, 1998. The pro forma data give effect to actual operating results
prior to the acquisition, adjusted to include the estimated pro forma effect of
interest expense, amortization of intangibles and income taxes. These pro forma
amounts do not purport to be indicative of the results that would have actually
been obtained if the acquisitions occurred as of the beginning of the periods
presented or that may be obtained in the future.

For the year ended December 31, 1999

(Amounts in thousands except per share data)

Pre- Pro forma IPG
acquisition with 1999
IPG results acquisitions
(as reported) (unaudited) (unaudited)
------------- ----------- -------------

Revenues $4,427,303 $104,528 $4,531,831
Net income 321,921 7,101 329,022

Earnings per share:

Basic 1.15 1.17
Diluted 1.11 1.13

Net income amounts shown in the table above include restructuring and other
merger related costs of $51.4 million, net of tax.

For the year ended December 31, 1998

(Amounts in thousands except per share data)

Results Pro forma IPG
of 1999 with 1999
IPG acquisitions acquisitions
(as reported) (unaudited) (unaudited)
------------- ----------- -----------

Revenues $3,844,340 $277,593 $4,121,933
Net income 309,905 19,404 329,309

Earnings per share:

Basic 1.14 1.18
Diluted 1.10 1.14

Unaudited pro forma consolidated results after giving effect to businesses
acquired in purchase transactions during 1998 would not have been materially
different from the reported amounts for 1998.

1998
In 1998, 14,956,534 shares of the Company's common stock were issued for
acquisitions accounted for as poolings of interests. The companies pooled and
the respective shares of the Company's common stock issued were: International
Public Relations Plc. - 5,280,346 shares, Hill Holliday - 4,124,868 shares, The
Jack Morton Company - 4,271,992 shares, Carmichael Lynch, Inc. - 973,808 shares
and KBA Marketing - 305,520 shares.

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 the above 1998 pooled entities
in addition to all prior pooled entities. A gross income and net income
reconciliation for the year ended December 31, 1997 is summarized below:

Gross Income Net Income/(Loss)
------------ -----------------
(Dollars in thousands)

As Reported $3,264,120 $205,033
Pooled Companies 218,264 (4,655)
As Restated $3,482,384 $200,378

In 1998, the Company paid $140 million in cash and issued 2,718,504 shares of
its common stock to acquire 70 companies, all of which have been accounted for
as purchases. These acquisitions included Gillespie, Ryan McGinn, CSI, Flammini,
Gingko and Defederico and Herrero Y Ochoa. The Company also recorded a liability
for acquisition related deferred payments of $24 million.

1997
In 1997, the Company issued 8,118,510 shares of its common stock for
acquisitions accounted for as poolings of interests. Some of the companies
pooled and the respective shares of the Company's common stock issued were:
Complete Medical Group - 1,417,578 shares, Integrated Communications
Corporation- 1,170,108 shares, Advantage International - 1,158,412 shares and
Ludgate - 1,078,918 shares. Additional companies accounted for as poolings of
interests include Adler Boschetto Peebles, Barnett Fletcher, Davies Baron,
Diefenbach Elkins, D.L. Blair, Rubin Barney & Birger, Inc. and Technology
Solutions Inc.

In 1997, the Company also paid $81 million in cash and issued 2,400,118 shares
of its common stock for acquisitions accounted for as purchases and equity
investments. These acquisitions included Marketing Corporation of America,
Medialog, The Sponsorship Group, Kaleidoscope and Addis Wechsler (51% interest).
The Company increased its interest in Campbell Mithun Esty by 25%. The Company
also recorded a liability for acquisition related deferred payments of $38
million.

Deferred Payments
Certain of the Company's acquisition agreements provide for deferred payments by
the Company, contingent upon future revenues or profits of the companies
acquired. Deferred payments of both cash and shares of the Company's common
stock for prior years' acquisitions were $205 million, $75 million, and $43
million in 1999, 1998 and 1997, respectively. Such payments are capitalized and
recorded as goodwill.

Investments
During 1999, the Company sold a portion of its investments in Lycos and USWEB
for combined proceeds of approximately $56 million. Additionally, the Company
sold its minority investment in Nicholson NY, Inc. to Icon for $19 million in
shares of Icon's common stock.

During 1998, the Company sold a portion of its investments in USWEB, CKS Group,
Inc. and Lycos with combined proceeds of approximately $20 million. These
investments are being accounted for as available-for-sale securities, pursuant
to the requirements of SFAS 115.

During 1997, the Company sold its investment in All American Communications,
Inc. for approximately $77 million.

<PAGE>
NOTE 5: PROVISION FOR INCOME TAXES
The Company accounts for income taxes under Statement of Financial Accounting
Standards No. 109 (SFAS 109), "Accounting for Income Taxes". 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.

The components of income before provision for income taxes are as follows:

(Dollars in thousands) 1999 1998 1997
-------- -------- --------
Domestic $351,257 $292,931 $174,177
Foreign 233,800 269,940 229,653
-------- -------- --------
Total $585,057 $562,871 $403,830

The provision for income taxes consisted of:

Federal Income Taxes (Including
Foreign Withholding Taxes):
Current $ 87,599 $105,049 $ 68,920
Deferred 22,149 3,669 4,312
-------- -------- --------
109,748 108,718 73,232
-------- -------- --------
State and Local Income Taxes:
Current 20,721 21,285 22,350
Deferred 4,340 725 393
-------- -------- --------
25,061 22,010 22,743
-------- -------- --------
Foreign Income Taxes:
Current 117,305 118,612 87,233
Deferred (15,775) (17,335) 3,038
-------- -------- --------
101,530 101,277 90,271
-------- -------- --------
Total $236,339 $232,005 $186,246
======== ======== ========

At December 31, 1999 and 1998 the deferred tax assets/(liabilities) consisted of
the following items:

(Dollars in thousands) 1999 1998
---- ----
Postretirement/postemployment benefits $ 52,308 $ 46,394
Deferred compensation 4,940 34,285
Pension costs 10,036 13,715
Depreciation (2,532) (6,102)
Rent (8,674) (6,424)
Interest 4,100 4,598
Accrued reserves 8,063 8,569
Investments in equity securities (140,320) (10,677)
Tax loss/tax credit carryforwards 47,334 46,682
Restructuring and other merger related costs 9,497 --
Other 52 (2,279)
-------- --------
Total deferred tax assets / (liabilities) (15,196) 128,761
Deferred tax valuation allowance 26,233 31,411
-------- --------
Net deferred tax assets / (liabilities) $(41,429) $ 97,350
======== ========

The valuation allowance of $26.2 million and $31.4 million at December 31, 1999
and 1998, respectively, represents a provision for uncertainty as to the
realization of certain deferred tax assets, including U.S. tax credits and net
operating loss carryforwards in certain jurisdictions. The change during 1999 in
the deferred tax valuation allowance primarily relates to changes in the
deferred compensation tax item, net operating loss carryforwards and tax
credits. At December 31, 1999, there were $9.7 million of tax credit
carryforwards with expiration periods through 2004 and net operating loss
carryforwards with a tax effect of $37.6 million with various expiration
periods.

A reconciliation of the effective income tax rate as shown in the consolidated
statement of income to the federal statutory rate is as follows:

1999 1998 1997
---- ---- ----
Statutory federal income tax rate 35.0% 35.0% 35.0%
State and local income taxes,
net of federal income tax benefit 2.8 3.7 4.1
Impact of foreign operations, including
withholding taxes 0.8 0.4 0.3
Goodwill and intangible assets 3.6 2.8 2.7
Effect of pooled companies 0.1 (0.1) 3.9
Other (1.9) (0.6) 0.1
-------------------------
Effective tax rate 40.4% 41.2% 46.1%
-------------------------

The total amount of undistributed earnings of foreign subsidiaries for income
tax purposes was approximately $572 million at December 31, 1999. 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.

<PAGE>
NOTE 6: SUPPLEMENTAL CASH FLOW INFORMATION
Cash and Cash Equivalents
For purposes of the consolidated statement of cash flows, the Company considers
all highly liquid investments with a maturity of three months or less to be cash
equivalents.

Income Tax and Interest Payments
Cash paid for income taxes was approximately $173.1 million, $193.9 million and
$126.9 million in 1999, 1998 and 1997, respectively. Interest payments were
approximately $43.1 million, $37.2 million and $31.2 million in 1999, 1998, and
1997, respectively.

Noncash Financing Activity
During 1997, the Company redeemed all outstanding issues under the 3 3/4%
Convertible Subordinated Debentures due 2002. Substantially all of the
outstanding debentures were converted into approximately 8.6 million shares of
the Company's common stock.

Acquisitions
As more fully described in Note 4, the Company issued 8,393,893 shares,
17,675,038 shares, and 10,518,628 shares of the Company's common stock in
connection with acquisitions during 1999, 1998 and 1997, respectively. Details
of businesses acquired in transactions accounted for as purchases were as
follows:
(Dollars in thousands)

1999 1998 1997
---- ---- ----

Fair value of assets acquired $623,682 $452,237 $263,312
Liabilities assumed 148,637 184,187 89,686
-----------------------------------
Net assets acquired 475,045 268,050 173,626
Less: noncash consideration 180,889 86,446 76,794
Less: cash acquired 43,752 59,853 6,535
-----------------------------------
Net cash paid for acquisitions $250,404 $121,751 $ 90,297
===================================

The amounts shown above exclude future deferred payments due in subsequent
years, but include cash deferred payments of $120 million, $55 million and $30
million made during 1999, 1998 and 1997, respectively.

<PAGE>
NOTE 7: INCENTIVE PLANS
The 1997 Performance Incentive Plan ("1997 PIP Plan") was approved by the
Company's stockholders in May 1997 and includes both stock and cash based
incentive awards. The maximum number of shares of the Company's common stock
which may be granted in any year under the 1997 PIP Plan is equal to 1.85% of
the total number of shares of the Company's common stock outstanding on the
first day of the year adjusted for additional shares as defined in the 1997 PIP
Plan document (excluding management incentive compensation performance awards).
The 1997 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 1997 PIP Plan remain
subject to the respective terms and conditions of the predecessor plans. Except
as otherwise noted, awards under the 1997 PIP Plan have terms similar to awards
made under the respective predecessor plans.

Stock Options
Outstanding 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:

<TABLE>
<CAPTION>
1999 1998 1997
-----------------------------------------------------------

Weighted Weighted Weighted
Average Average Average
Exercise Exercise Exercise
(Shares in thousands) Shares Price Shares Price Shares Price
------ -------- ------ -------- ------ --------
<S> <C> <C> <C> <C> <C> <C>
Shares under option,
beginning of year 27,715 $ 19 24,044 $ 13 24,132 $ 11
Options granted 4,026 42 7,898 32 4,422 19
Options exercised (4,271) 11 (2,990) 8 (3,467) 8
Options cancelled (2,078) 25 (1,237) 15 (1,043) 12
------ ------ ------
Shares under option,
end of year 25,392 $ 23 27,715 $ 19 24,044 $ 13
====== ====== ======
Options exercisable
at year-end 6,825 $ 12 5,977 $ 9 8,402 $ 9
</TABLE>

The following table summarizes information about stock options outstanding and
exercisable at December 31, 1999:

(Shares in thousands)

Weighted-
Average Weighted- Weighted-
Number Remaining Average Number Average
Range of Outstanding Contractual Exercise Exercisable Exercise
Exercise Prices at 12/31/99 Life Price at 12/31/99 Price
- -------------------------------------------------------------------------------
$ 4.33 to $9.99 2,700 2.29 $ 8 2,700 $ 8

10.00 to 14.99 3,288 5.02 11 2,979 11

15.00 to 24.99 9,026 6.77 17 1,146 19

25.00 to 56.28 10,378 9.05 36 -- --

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
approximately .5 million shares in 1999, 1998, and 1997, respectively, under the
ESPP. An additional 15.5 million shares were reserved for issuance at December
31, 1999.

SFAS 123 Disclosures
The Company applies the disclosure principles of Statement of Financial
Accounting Standards No. 123 (SFAS 123), "Accounting for Stock-Based
Compensation". As permitted by the provisions of SFAS 123, the Company applies
APB Opinion 25, "Accounting for Stock Issued to Employees", and related
interpretations in accounting for its stock-based employee compensation plans.
If compensation cost for the Company's stock option plans and its ESPP had been
determined based on the fair value at the grant dates as defined by SFAS 123,
the Company's pro forma net income and earnings per share would have been as
follows:

(Dollars in Thousands Except Per Share Data)

1999 1998 1997
---- ---- ----
Net Income As reported $321,921 $309,905 $200,378
Pro forma $298,680 $295,059 $190,542

Earnings Per Share
Basic As reported $ 1.15 $ 1.14 $ .77
Pro forma $ 1.07 $ 1.09 $ .73
Diluted As reported $ 1.11 $ 1.10 $ .74
Pro forma $ 1.03 $ 1.05 $ .71

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 $5.28, $3.82, and $2.68 in 1999, 1998, and 1997,
respectively.

The weighted average fair value of options granted during 1999, 1998, and 1997
was $12.94, $8.85, and $5.91, respectively. The fair value of each option grant
has been estimated on the date of grant using the Black-Sholes option-pricing
model with the following assumptions:

1999 1998 1997
---- ---- ----
Expected option lives 6 years 6 years 6 years
Risk free interest rate 5.72% 4.87% 6.51%
Expected volatility 19.73% 19.17% 19.17%
Dividend yield .81% .95% 1.3%

As required by SFAS 123, this pro forma information is based on stock awards
beginning in 1995 and accordingly is not likely to be representative of the pro
forma effects in future years because options vest over several years and
additional awards generally are made each year.

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, 1999, there was a total
of 7.0 million shares of restricted stock outstanding. During 1999, 1998 and
1997, the Company awarded .9 million shares, 1.3 million shares and 1.4 million
shares of restricted stock with a weighted-average grant date fair value of
$40.03, $28.99 and $19.48, respectively. The cost recorded for restricted stock
awards in 1999, 1998 and 1997 was $25.9 million, $20.3 million, and $16.2
million, 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 $27 million, $20 million and $20 million in 1999, 1998, and 1997,
respectively.

Hill Holliday
Due to the merger of Hill Holliday and the Company, Hill Holliday recognized a
one-time compensation charge of approximately $32 million in 1997. Hill Holliday
had an Equity Participation Plan and certain other agreements for various
members of management, which provided for participants to receive a portion of
the proceeds in the event of the sale or merger of Hill Holliday. Also included
in the charge were costs primarily relating to consulting and supplemental
retirement agreements.

<PAGE>
NOTE 8: 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 compensation plan.
Under the new plan, each participant's account is credited with an annual
allocation, equal to the projected discounted pension benefit accrual 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 service with the Company after March 31, 1998. As a
result of the change in the Domestic Plan, the Company recorded charges of
approximately $16.7 million in the fourth quarter of 1997.

Net periodic pension costs for the Domestic Plan for 1999, 1998 and 1997 were
$1.3 million, $.9 million and $15.0 million, respectively. The 1997 net periodic
pension cost included a $10 million curtailment charge and $4 million of service
costs.

The Company's stockholders' equity balance includes a minimum pension liability
of $18.6 million, $36.6 million and $13.2 million at December 31, 1999, 1998 and
1997, respectively.

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.

Net periodic pension costs for foreign pension plans for 1999, 1998 and 1997
included the following components:

(Dollars in thousands)

1999 1998 1997
---- ---- ----
Service cost $ 9,619 $ 6,847 $ 5,460
Interest cost 11,759 10,908 10,633
Expected return on plan assets (9,380) (9,437) (10,537)
Amortization of unrecognized
transition obligation 390 373 324
Amortization of
prior service cost 833 482 552
Recognized actuarial loss / (gain) 508 (70) (1,440)
Other (9) -- --
--------------------------------
Net periodic pension cost $ 13,720 $ 9,103 $ 4,992
--------------------------------

The following table sets forth the change in the benefit obligation, the change
in plan assets, the funded status and amounts recognized for the pension plans
in the Company's consolidated balance sheet at December 31, 1999, and 1998:
<PAGE>
(Dollars in thousands)
Domestic Foreign
Pension Plan Pension Plans
------------ -------------
1999 1998 1999 1998
---- ---- ---- ----
Change in benefit obligation
Beginning obligation $ 158,323 $ 134,347 $ 220,964 $ 179,016
Service cost 10 16 9,619 6,847
Interest cost 9,262 9,841 11,759 10,908
Benefits paid (12,073) (12,244) (12,777) (9,447)
Participant contributions - - 2,410 1,606
Actuarial (gains) / losses (11,823) 26,363 (7,264) 29,882
Currency effect -- -- 1,440 5,245
Other -- -- 352 (3,093)
------------------------------------------------
Ending obligation 143,699 158,323 226,503 220,964
------------------------------------------------
Change in plan assets
Beginning fair value 123,269 115,943 161,975 145,942
Actual return on plan assets 14,084 11,932 30,651 17,363
Employer contributions 2,740 7,638 7,887 2,473
Participant contributions -- -- 2,410 1,606
Benefits paid (12,073) (12,244) (12,777) (9,447)
Currency effect -- -- 156 1,300
Other -- -- 2,437 2,738
------------------------------------------------
Ending fair value 128,020 123,269 192,739 161,975
------------------------------------------------
Funded status of the plans (15,679) (35,054) (33,764) (58,989)
Unrecognized net actuarial
loss/(gain) 18,647 36,612 (18,163) 11,536
Unrecognized prior service cost -- -- 3,704 2,921
Unrecognized transition cost -- -- 1,838 3,796
------------------------------------------------
Net asset / (liability)
recognized $ 2,968 $ 1,558 $ (46,385) $ (40,736)
------------------------------------------------

At December 31, 1999 and 1998, the assets of the Domestic Plan and the foreign
pension plans were primarily invested in fixed income and equity securities.

For the Domestic Plan, a discount rate of 7.75% in 1999, 6.75% in 1998 and 7.25%
in 1997 and a salary increase assumption of 6% in 1998 and 1997 were used in
determining the actuarial present value of the projected benefit obligation. A
salary increase assumption was not applicable for 1999 as the Domestic Plan was
curtailed. The expected return on Domestic Plan assets was 9% in 1999, and 10%
in each of 1998 and 1997. For the foreign pension plans, discount rates ranging
from 3.75% to 14% in 1999, 4% to 14% in 1998, and 3.5% to 14% in 1997 and salary
increase assumptions ranging from 3% to 10% in 1999 and 2% to 10% in both 1998
and 1997 were used in determining the actuarial present value of the projected
benefit obligation. The expected rates of return on the assets of the foreign
pension plans ranged from 2% to 14% in 1999, 2% to 14% in 1998 and 3.5% to 14%
in 1997.

The projected benefit obligation, accumulated benefit obligation and fair value
of plan assets for the Domestic Plan were $144 million, $144 million and $128
million, respectively, as of December 31, 1999, and $158 million, $158 million,
and $123 million, respectively, as of December 31, 1998. The projected benefit
obligation, accumulated benefit obligation, and fair value of plan assets for
the foreign pension plans with accumulated benefit obligations in excess of plan
assets were $90 million, $72 million and $9 million respectively, as of December
31, 1999, and $81 million, $74 million and $3 million respectively, as of
December 31, 1998.

Other Benefit Arrangements
The Company also has special unqualified deferred benefit arrangements with
certain key employees. Vesting is based upon the age of the employee and the
terms of the employee's contract. Life insurance contracts have been purchased
in amounts which may be used to fund these arrangements.

In addition to the defined benefit plans described above, the Company also
sponsors a defined contribution plan ("Savings Plan") that covers substantially
all domestic employees of the Company and participating subsidiaries. The
Savings Plan permits participants to make contributions on a pre-tax and/or
after-tax basis. The Savings Plan allows 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 contributed
$10.6 million, $8.1 million and $6.3 million to the Savings Plan in 1999, 1998
and 1997, 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. Effective January 1, 1993, the
Company's plan covering postretirement medical benefits was amended to place a
cap on annual benefits payable to retirees.

The coverage is self-insured, but is administered by an insurance company.

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.

The net periodic expense for these postretirement benefits for 1999, 1998 and
1997 was $2 million, $2.8 million and $2.6 million, respectively.

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, 1999 and 1998:

(Dollars in thousands)
1999 1998
---- ----
Change in benefit obligation
Beginning obligation $ 40,593 $ 41,637
Service cost 345 682
Interest cost 2,700 3,082
Participant contributions 90 77
Benefits paid (1,987) (1,695)
Actuarial gain (4,339) (3,190)
--------------------
Ending obligation 37,402 40,593
--------------------
Change in plan assets
Beginning fair value -- --
Actual return on plan assets -- --
Employer contributions 1,897 1,618
Participant contributions 90 77
Benefits paid (1,987) (1,695)
--------------------
Ending fair value -- --
--------------------

Funded status of the plans (37,402) (40,593)
Unrecognized net actuarial gain (9,434) (5,195)
Unrecognized prior service cost (1,895) (2,829)
--------------------
Net amount recognized $(48,731) $(48,617)
--------------------

A discount rate of 7.75% in 1999, 6.75% in 1998 and 7.25% in 1997 and a salary
increase assumption of 6.0% in 1999, 1998 and 1997 were used in determining the
accumulated postretirement benefit obligation. A 7.4% and an 8.0% increase in
the cost of covered health care benefits were assumed for 1999 and 1998,
respectively. This rate is assumed to decrease incrementally to 5.5% in the year
2002 and remain at that level thereafter. The health care cost trend rate
assumption does not have a significant effect on the amounts reported.

Postemployment Benefits
In accordance with SFAS 112 "Employers' Accounting for Postemployment Benefits",
the Company accrues costs relating to certain benefits including severance,
worker's compensation and health care coverage over an employee's service life.

The Company's liability for postemployment benefits totaled approximately $64
million and $50 million at December 31, 1999 and 1998, respectively, and is
included in deferred compensation and reserve for termination allowances. The
net periodic expense recognized in 1999, 1998 and 1997 was approximately $34
million, $32 million and $31 million, respectively.

NOTE 9: SHORT-TERM BORROWINGS
The Company and its domestic subsidiaries have lines of credit with various
banks. These credit lines permit borrowings at fluctuating interest rates
determined by the banks. Short-term borrowings by subsidiaries outside the
United States principally consist of drawings against bank overdraft facilities
and lines of credit. These borrowings bear interest at the prevailing local
rates. Where required, the Company has guaranteed the repayment of these
borrowings. Unused lines of credit by the Company and its subsidiaries at
December 31, 1999 and 1998 aggregated $430 million and $458 million,
respectively. The weighted-average interest rate on outstanding balances at
December 31, 1999 was approximately 5.8%. Current maturities of long-term debt
are included in the payable to banks balance.

NOTE 10: LONG-TERM DEBT
Long-term debt at December 31 consisted of the following:

(Dollars in thousands)
1999 1998
---- ----

Convertible Subordinated Notes - 1.87% $304,076 $ --
Convertible Subordinated Notes - 1.80% 214,414 207,927
Term loans - 5.64% to 7.91% (6.45% to 7.91% in 1998) 285,000 255,000
Germany mortgage note payable - 7.64% 26,779 31,680
Other mortgage notes payable and
long-term loans - 2.80% to 8.72% 60,459 34,513
-------- --------
890,728 529,120
Less: current portion 23,466 22,502
-------- --------
Long-term debt $867,262 $506,618
======== ========

On June 1, 1999, the Company issued $361 million face amount of Convertible
Subordinated Notes due 2006. The 2006 notes were issued at an original price of
83% of the face amount, generating proceeds of approximately $300 million. The
notes are convertible into 6.4 million shares of the Company's common stock at a
conversion rate of 17.616 shares per $1,000 face amount. The fair value of the
2006 notes as of December 31, 1999, was approximately $416 million and was
determined by obtaining quotes from brokers.

On September 16, 1997, the Company issued $250 million face amount of
Convertible Subordinated Notes due 2004 ("2004 Notes") with a coupon rate of
1.80%. The 2004 Notes were issued at an original price of 80% of the face
amount, generating proceeds of approximately $200 million. The notes are
convertible into 6.7 million shares of the Company's common stock at a
conversion rate of 26.772 shares per $1,000 face amount. The fair value of the
2004 Notes as of December 31, 1999 was approximately $392 million and was
determined by obtaining quotes from brokers.

Under various loan agreements, the Company must maintain specified levels of net
worth and meet certain cash flow requirements and is limited in the level of
indebtedness. The Company has complied with the limitations under the terms of
these loan agreements.

Long-term debt maturing over the next five years and thereafter is as follows:
2000-$23.5 million; 2001-$41.0 million; 2002-$87.9 million; 2003-$32.0 million;
2004-$256.3 million, and $450.0 million thereafter.

All material long-term debt is carried in the consolidated balance sheet at
amounts which approximate fair values based upon current borrowing rates
available to the Company as disclosed above and in Note 13.

<PAGE>
NOTE 11: RESTRUCTURING AND OTHER MERGER RELATED COSTS
In October 1999, the Company announced the merger of two of its advertising
networks. The networks affected, Lowe & Partners Worldwide and Ammirati Puris
Lintas were combined to form a new agency network called Lowe Lintas & Partners
Worldwide. The merger involves the consolidation of operations in Lowe Lintas
agencies in approximately 24 cities in 22 countries around the world. Once
complete, the newly merged agency network will have offices in over 80 countries
around the world.

A summary of the components of the total restructuring and other merger related
costs, together with an analysis of the cash and non-cash elements, is as
follows:

(Dollars in millions)

<PAGE>
NOTE 12: GEOGRAPHIC AREAS
Long-lived assets and income from commissions and fees are presented below by
major geographic area:

(Dollars in thousands)
1999 1998 1997
---- ---- ----
Long-Lived Assets:
United States $1,635,666 $1,041,882 $ 866,896
-----------------------------------
International
United Kingdom 468,558 334,611 161,962
All other Europe 592,302 538,762 472,710
Asia Pacific 107,215 92,581 78,862
Latin America 79,401 58,134 51,790
Other 76,269 50,853 42,041
-----------------------------------
Total International 1,323,745 1,074,941 807,365
-----------------------------------
Total Consolidated $2,959,411 $2,116,823 $1,674,261
-----------------------------------

Income From Commissions and Fees:
United States $2,284,173 $1,925,030 $1,670,555
-----------------------------------
International
United Kingdom 464,050 387,618 301,883
All other Europe 989,430 880,919 748,720
Asia Pacific 346,205 325,758 348,707
Latin America 213,260 232,940 204,894
Other 130,185 92,075 78,017
-----------------------------------
Total International 2,143,130 1,919,310 1,682,221
-----------------------------------
Total Consolidated $4,427,303 $3,844,340 $3,352,776
-----------------------------------

Commissions and fees are 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 1999, 7% in
1998 and 9% in 1997 to income from commissions and fees. The Company's second
largest client contributed approximately 4% in 1999, 5% in 1998 and 4% in 1997
to income from commissions and fees.

Dividends received from foreign subsidiaries were approximately $47 million in
1999, $51 million in 1998 and $41 million in 1997.

Consolidated net income includes losses from exchange and translation of foreign
currencies of $5.6 million, $3.2 million and $5.6 million in 1999, 1998 and
1997, respectively.

<PAGE>
NOTE 13: FINANCIAL INSTRUMENTS
Financial assets, which include cash and cash equivalents, marketable securities
and receivables, have carrying values which approximate fair value. Long-term
equity securities, included in other investments and miscellaneous assets in the
Consolidated Balance Sheet, are deemed to be available-for-sale as defined by
SFAS 115 and accordingly are reported at fair value, with net unrealized gains
and losses reported within stockholders' equity.

The following table summarizes net unrealized gains and losses before taxes at
December 31:

(Dollars in millions)

1999 1998 1997
---- ---- ----
Cost $172.3 $121.3 $61.1
Unrealized gains / (losses)
- gains 302.3 20.2 22.0
- losses (12.2) (1.5) --
---------------------------
Net unrealized gains 290.1 18.7 22.0
---------------------------
Fair market value $462.4 $140.0 $83.1
===========================

Net of tax, net unrealized holding gains were $168 million, $10 million and $12
million at December 31, 1999, 1998 and 1997, respectively.

The above pre-tax gain amounts are net of reclassifications of $13.1 million and
$6.5 million in 1999 and 1998, which represent amounts previously recorded in
other comprehensive income.

During 1999, the Company expanded its investment in internet-service and related
companies. In April 1999, the Company invested $20 million for a minority
interest in Icon, a Swedish based internet consultancy. Subsequently, the
Company increased its investment through the contribution of other investments
and through additional cash purchases. At December 31, 1999, the fair market
value of the Company's investment in Icon was $322 million.

Financial liabilities with carrying values approximating fair value include
accounts payable and accrued expenses, as well as payable to banks and long-term
debt. As of December 31, 1999, the 1.87% Convertible Subordinated Notes due 2006
had a cost basis of $304 million with a market value of $416 million. As of
December 31, 1999, the 1.80% Convertible Subordinated Notes due 2004 had a cost
basis of $214 million with a market value of $392 million. As of December 31,
1998, the cost basis of the 1.80% Convertible Subordinated Notes were $208
million with a market value of $283 million. The fair values were determined by
obtaining quotes from brokers (refer to Note 10 for additional information on
long-term debt).

The Company occasionally uses forwards and options to hedge a portion of its net
investment in foreign subsidiaries and certain intercompany transactions in
order to mitigate the impact of changes in foreign exchange rates on working
capital. The notional value and fair value of all outstanding forwards and
options contracts at the end of the year as well as the net cost of all settled
contracts during the year were not significant.

The Company's management continuously evaluates and attempts to mitigate its
exposure to foreign exchange, economic and political risks. The economic
developments in Brazil did not have a significant negative impact on the
Company, and were partially offset by a favorable impact due to the economic
recovery in Japan.

NOTE 14: COMMITMENTS AND CONTINGENCIES
At December 31, 1999 the Company's subsidiaries operating primarily outside the
United States were contingently liable for discounted notes receivable of $7.4
million.

The Company and its subsidiaries lease certain facilities and equipment. Gross
rental expense amounted to approximately $274 million for 1999, $244 million for
1998 and $217 million for 1997, which was reduced by sublease income of $17.2
million in 1999, $16 million in 1998 and $30.5 million in 1997.

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 2000 and thereafter, are as
follows:

(Dollars in thousands)
Gross Rental Sublease
Period Commitment Income
----------------------------
2000 $179,915 $17,206

2001 157,727 15,180

2002 131,288 10,224

2003 103,137 6,335

2004 87,839 1,390

2005 and thereafter 355,393 2,014

Certain of the Company's acquisition agreements provide for deferred payments by
the Company, contingent upon future revenues or profits of the companies
acquired. Such contingent amounts would not be material taking into account the
future revenues or profits of the companies acquired.

The Company and certain of its subsidiaries are party to various 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 consolidated
financial statements.

The Company is involved in legal and administrative proceedings of various
types. While any litigation contains an element of uncertainty, the Company
believes that the outcome of such proceedings or claims will not have a material
adverse effect on the Company.

NOTE 15: RECENT EVENT
On December 22, 1999, the Company entered into an agreement to acquire NFO
Worldwide, Inc.("NFO"), a leading provider of research based marketing
information and counsel to the worldwide business community. Under the terms of
the agreement, NFO shareholders will receive $26 worth of Interpublic stock for
each share of NFO stock, based on the market price of Interpublic stock at the
time the transaction is closed subject to a collar which, if exceeded, provides
certain rights to each of the parties. The transaction is subject to certain
conditions, including the receipt of approval from NFO's stockholders and
applicable regulatory approval. NFO is obligated to pay Interpublic a fee of $25
million if the agreement is terminated under certain circumstances. Interpublic
has been granted an option to purchase approximately 4.5 million NFO shares for
$26 per share exercisable in certain circumstances in lieu of the transaction
fee.

The acquisition, which is expected to close in April 2000, will be accounted for
as a pooling of interests.
<PAGE>
<TABLE>
SELECTED FINANCIAL DATA FOR FIVE YEARS
(Amounts in Thousands Except Per Share Data)
<CAPTION>
1999 1998 1997 1996 1995
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
OPERATING DATA
Gross income $ 4,561,518 $ 3,968,728 $ 3,482,384 $ 2,983,899 $ 2,606,467
Operating expenses 3,825,856 3,347,158 2,988,532 2,558,336 2,257,138
Restructuring and other merger
related costs 84,183 -- -- -- --
Write-down of goodwill and other
related assets -- -- -- -- 38,687
Special compensation charge -- -- 32,229 -- --
Interest expense 66,422 58,699 57,793 51,695 47,940
Provision for income taxes 236,339 232,005 186,246 156,783 126,537
Net Income $ 321,921 $ 309,905 $ 200,378 $ 214,619 $ 134,311

PER SHARE DATA
Basic
Net Income $ 1.15 $ 1.14 $ .77 $ .82 $ .53
Weighted-average shares 278,923 270,971 260,500 260,595 255,605

Diluted
Net Income $ 1.11 $ 1.10 $ .74 $ .80 $ .51
Weighted-average shares 289,548 281,051 277,619 277,178 263,609

FINANCIAL POSITION
Working capital $ 130,915 $ 70,298 $ 175,266 $ 101,191 $ 79,380
Total assets $ 8,727,255 $ 6,942,823 $ 5,983,443 $ 5,119,927 $ 4,631,912
Long-term debt $ 867,262 $ 506,618 $ 519,036 $ 418,618 $ 361,945
Book value per share $ 5.66 $ 4.53 $ 3.69 $ 3.07 $ 2.60

OTHER DATA
Cash dividends $ 90,424 $ 76,894 $ 61,242 $ 51,786 $ 46,124
Cash dividends per share $ .33 $ .29 $ .25 $ .22 $ .20
Number of employees 38,600 34,200 31,100 25,500 23,700
----------------------------------------------------------------

All share data for prior periods have been adjusted to reflect the two-for-one stock split effective
July 15, 1999.
</TABLE>
<PAGE>
<TABLE>

RESULTS BY QUARTER (UNAUDITED)
(Amounts in Thousands Except Per Share Data)
<CAPTION>

1st Quarter 2nd Quarter 3rd Quarter 4th Quarter

1999 1998 1999 1998 1999 1998 1999 1998
------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Gross income $ 925,080 $ 831,183 $1,134,433 $1,032,242 $1,044,003 $ 910,530 $1,458,002 $1,194,773
Operating expenses 830,131 752,956 873,170 807,560 914,821 804,912 1,207,734 981,730
Restructuring and other
merger related charges -- -- -- -- -- -- 84,183 --
Interest expense 13,945 12,801 16,497 14,564 17,478 16,029 18,502 15,305
Income before provision
for income taxes 81,004 65,426 244,766 210,118 111,704 89,589 147,583 197,738
Provision for
income taxes 33,618 25,498 98,878 86,665 47,698 38,604 56,145 81,238
Net equity interests (2,601) (2,189) (6,479) (4,942) (4,962) (3,997) (12,755) (9,833)
------------------------------------------------------------------------------------------------------------
Net income $ 44,785 $ 37,739 $ 139,409 $ 118,511 $ 59,044 $ 46,988 $ 78,683 $ 106,667
============================================================================================================
Per share data:
Basic EPS $ .16 $ .14 $ .51 $ .44 $ .22 $ .17 $ .28 $ .39
Diluted EPS $ .16 $ .13 $ .49 $ .42 $ .21 $ .17 $ .27 $ .38
Cash dividends
per share $ .075 $ .065 $ .085 $ .075 $ .085 $ .075 $ .085 $ .075

Weighted-Average Shares:
Basic 272,534 270,374 273,863 271,437 274,301 270,915 279,499 271,156
Diluted 283,350 280,478 292,978 288,956 284,744 280,464 290,436 287,690

Stock price:
High $40 $31 5/16 $43 5/16 $32 1/4 $44 1/16 $32 7/16 $58 1/16 $39 7/8
Low $34 7/8 $23 27/32 $34 19/32 $ 27 21/32 $36 1/2 $26 3/32 $35 3/4 $23 1/2
------------------------------------------------------------------------------------------------------------

All share data has been adjusted to reflect the two-for-one stock split effective July 15, 1999.
</TABLE>
<PAGE>
VICE CHAIRMAN'S REPORT OF MANAGEMENT

The financial statements, including the financial analysis and all other
information in this Annual Report, 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. All financial information in this
Annual Report is consistent with the financial statements.

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. To assure the effectiveness of
the internal control system, the organizational structure provides for defined
lines of responsibility and delegation of authority.

The Finance Committee of the Board of Directors, which is comprised of the
Company's Chairman and Vice Chairman and three outside Directors, is responsible
for defining these 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 four directors who
are not 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. The Audit Committee also monitors the Company's timely
implementation and completion of the Year 2000 Compliance Project.

The independent accountants, PricewaterhouseCoopers LLP, were recommended by the
Audit Committee of the Board of Directors and selected by the Board of
Directors, and their appointment was ratified by the stockholders. The
independent accountants have examined the financial statements of the Company
and their opinion is included as part of the financial statements.

<TABLE>

EXHIBIT 21
PAGE 1
MARCH 19, 2000
NAME PERCENTAGE
OF VOTING
SECURITIES
JURISDICTION OWNED BY
UNDER WHICH IMMEDIATE
ORGANIZED PARENT (%) IMMEDIATE PARENT
------------ ---------- ----------------
DOMESTIC:
<S> <C> <C> <C>
The Interpublic Group of
Companies, Inc. Delaware - -
(Registrant)
Access Communications, LLC California 50 Shandwick Public Affairs, Inc.
Biocore Communications Inc. California 100 Lowe Group Holdings Inc.
Casablanca Productions California 100 Registrant
Casanova Pendrill California 100 Registrant
Conan Entertainment LLC California 50 Western Int'l Syndication Corp.
Dailey & Associates, Inc. California 100 Registrant
D.L. Blair/West, Inc. California 100 D.L. Blair, Inc.
Eidolon Corporation California 100 Registrant
Goldberg, Moser, O'Neill LLC California 80 Lowe & Partners/SMS Inc.
Graphic Orb, Inc. California 100 Registrant
International Business
Services, Inc. California 100 Infoplan Int'l, Inc.
Initiative Media Corp. California 100 Registrant
Kaleidoscope Films, Inc. California 51 Registrant
Main Street Media, LLC California 100 Western Int'l Media Corp.
North Light, Ltd. California 100 Dailey & Assoc., Inc.
Outdoor Advertising
Group, Inc. California 100 Registrant
PMK, Inc. California 100 Registrant
SMS Productions, Inc. California 100 Registrant
Suissa Miller
Advertising LLC California 80 Lowe Group Holdings Inc.
Tall Wall Media, Inc. California 100 Registrant
The FutureBrand
Company, Inc. California 100 Registrant
The Phillips-Ramsey Co. California 100 Registrant
W.D.M.G., Inc. California 100 Western Direct Mktg. Group, Inc.
Western Int'l
Advocacy Group California 100 Registrant
Western Int'l
Syndication Corp. California 100 Registrant
Western Motivational
Incentives Group California 100 Western Int'l Media Corp.
Zentropy Partners, Inc. California 86 Registrant
Western Traffic, Inc. California 100 Registrant
Momentum IMC Company Colorado 100 McCann-Erickson USA, Inc.
H & C Holdings Limited Connecticut 100 Advantage Int'l Holdings Inc.
International Pharmaceutical
Research Inc. Connecticut 100 Lowe Group Holdings Inc.
Advantage International
Holdings, Inc. Delaware 100 Registrant
Ammirati Puris Lintas
Canada Ltd. Delaware 100 Ammirati Puris Lintas Inc.
Ammirati Puris Lintas Inc. Delaware 100 Registrant

<PAGE>

EXHIBIT 21
PAGE 2
MARCH 19, 2000
NAME PERCENTAGE
OF VOTING
SECURITIES
JURISDICTION OWNED BY
UNDER WHICH IMMEDIATE
ORGANIZED PARENT (%) IMMEDIATE PARENT
------------ ---------- ----------------

DOMESTIC:
<S> <C> <C> <C>
Ammirati Puris
Lintas USA, Inc. Delaware 100 Registrant
Anderson & Lembke, Inc. Delaware 100 Registrant
Angotti, Thomas, Hedge, Inc. Delaware 100 Registrant
Asset Recovery Group, Inc. Delaware 100 Registrant
Barbour Griffith &
Rogers, Inc. Delaware 100 Registrant
Boland & Madigan, Inc. Delaware 100 The Cassidy Companies, Inc.
Bork & Associates Delaware 100 The Cassidy Companies, Inc.
BrandFutures, LLC Delaware 50 FutureBrand Company, Inc.
Brown Powers Associates Inc. Delaware 100 Shandwick USA Inc.
Business Science
Research Corp., Inc. Delaware 100 Registrant
Campbell-Ewald Company Delaware 100 Registrant
Campbell Mithun Esty LLC Delaware 75 Registrant
Cassidy Middle East, Inc. Delaware 100 The Cassidy Companies, Inc.
Columbian Advertising, Inc. Delaware 100 Registrant
Communications Services
Int'l Inc. Delaware 100 CSI Limited
Digital Cafe LLC Delaware 100 Campbell Mithun Esty, LLC
DraftWorldwide, Inc. Delaware 100 Registrant
Frederick Schneiders
Research, Inc. Delaware 100 The Cassidy Companies, Inc.
G. Cassidy & Associates, Inc. Delaware 100 The Cassidy Companies, Inc.
Global Event Marketing &
Management (GEMM) Inc. Delaware 100 Registrant
Golin/Harris
International Inc. Delaware 100 Shandwick N. Amer. Holding Co. Inc.
Gravity Sports &
Entertainment LLC Delaware 100 Registrant
Healthcare Capital, Inc. Delaware 100 McCann Healthcare, Inc.
Hill, Holliday, Connors,
Cosmopulos, Inc. Delaware 100 Registrant
Hypermedia Solutions, LLC Delaware 55 The Coleman Group, LLC
ICN Acquisition Corp. Delaware 100 Registrant
Icon-Nicholson, Inc. Delaware 100 Registrant
Industry Entertainment, LLC Delaware 51 Registrant
Industry Entertainment
Management, LLC Delaware 100 Industry Entertainment, LLC
Industry Entertainment
Productions, LLC Delaware 100 Industry Entertainment, LLC
Infoplan International, Inc. Delaware 100 Registrant
International Cycling
Promotions Inc. Delaware 100 H & C Holdings Ltd.
Interpublic Game Shows, Inc. Delaware 100 Registrant
Interpublic Holdings, Inc. Delaware 100 Registrant
Interpublic KFI
Ventures, Inc. Delaware 100 Registrant

<PAGE>

EXHIBIT 21
PAGE 3
MARCH 19, 2000
NAME PERCENTAGE
OF VOTING
SECURITIES
JURISDICTION OWNED BY
UNDER WHICH IMMEDIATE
ORGANIZED PARENT (%) IMMEDIATE PARENT
------------ ---------- ----------------
DOMESTIC:
<S> <C> <C> <C>
Interpublic SV Ventures, Inc. Delaware 100 Registrant
IPG Interactive
Investment Corp. Delaware 100 Registrant
IPG S&E, Inc. Delaware 100 Registrant
IPG S&E Ventures, Inc. Delaware 100 Registrant
Jack Tinker Advertising, Inc. Delaware 100 Registrant
Jay Advertising, Inc. Delaware 100 Registrant
JMP Holding Company, Inc. Delaware 100 Registrant
KAL Acquisition Corp. Delaware 100 Registrant
Kaleidoscope Sports and
Entertainment LLC Delaware 100 Registrant
LFS, Inc. Delaware 100 Registrant
Lowe Fox Pavlika Inc. Delaware 100 Lowe & Partners/SMS Inc.
Lowe & Partners/SMS
Interactive Inc. Delaware 100 Lowe & Partners/SMS Inc.
LMMS-USA, Inc. Delaware 100 McCann-Erickson USA, Inc.
Market Reach Retail LLC Delaware 50 Skott, Inc.
MarketCorp Promotions, Inc. Delaware 100 DraftWorldwide, Inc.
Marketing Corporation
of America Delaware 100 Registrant
McAvey & Grogan, Inc. Delaware 100 Registrant
McCann-Erickson USA, Inc. Delaware 100 Registrant
McCann-Erickson
Corporation (S.A.) Delaware 100 Registrant
McCann-Erickson
Corporation (Int'l) Delaware 100 Registrant
McCann-Erickson
(Paraguay) Co. Delaware 100 Registrant
McCann-Erickson
Worldwide, Inc. Delaware 100 Registrant
McCann Healthcare, Inc. Delaware 100 McCann-Erickson USA, Inc.
McCann Worldwide Marketing
Communications Co. Delaware 100 Registrant
Media Inc. Delaware 100 Registrant
Media Direct Partners, Inc. Delaware 100 Media, Inc.
Media Partnership Corporation Delaware 100 Registrant
M. Gould & Co. Delaware 100 Registrant
Miller/Huber Relationship
Marketing LLC Delaware 80 Lowe Group Holdings Inc.
MPGH Acquisition Corp. Delaware 100 Registrant
Newspaper Services of
America, Inc. Delaware 100 Registrant
NFO Acquisition Corp. Delaware 100 Registrant
Octagon Worldwide Inc. Delaware 100 Registrant
Octagon Worldwide Brazil Inc. Delaware 100 Octagon Worldwide Inc.
Player, LLC Delaware 51 Registrant
Player Development LLC Delaware 100 Player LLC

<PAGE>

EXHIBIT 21
PAGE 4
MARCH 19, 2000
NAME PERCENTAGE
OF VOTING
SECURITIES
JURISDICTION OWNED BY
UNDER WHICH IMMEDIATE
ORGANIZED PARENT (%) IMMEDIATE PARENT
------------ ---------- ----------------
DOMESTIC:
<S> <C> <C> <C>
Player Management LLC Delaware 100 Player LLC
Powell Tate Inc. Delaware 100 The Cassidy Companies, Inc.
Regan, Campbell & Ward LLC Delaware 60 McCann-Erickson Worldwide USA, Inc.
Robert H. Bork, Jr. Inc. Delaware 100 The Cassidy Companies, Inc.
R Works, Inc. Delaware 100 Registrant
R.O.I. Research, LLC Delaware 100 Kaleidoscope Sports & Entertainment
RX Media, Inc. Delaware 100 Registrant
Shandwick N. America
Holding Co. Ltd. Delaware 100 Shandwick Investments Ltd.
Skott, Inc. Delaware 100 Newspaper Services of America, Inc.
Special Event Suppliers Inc. Delaware 100 H & C Holdings Limited
Strategic Response, Inc. Delaware 100 The Cassidy Companies, Inc.
The Cassidy Companies, Inc. Delaware 100 Registrant
The Coleman Group, LLC Delaware 51 Interpublic Television, Inc.
The Coleman Group
Worldwide LLC Delaware 100 Registrant
The Gillespie Holding
Company, Inc. Delaware 100 The Gillespie Organization, Inc.
The Instructional
Design Group, Inc. Delaware 100 Registrant
The ISO Healthcare
Group, Inc. Delaware 100 Registrant
The Jack Morton Company Delaware 100 Registrant
The Lowe Group, Inc. Delaware 100 Lowe Worldwide Holdings B.V.
The Publishing Agency, Inc. Delaware 100 Registrant
The Publishing Agency
International, Inc. Delaware 100 Registrant
TheWorks, LLC Delaware 100 Kaleidoscope Sports & Enter. LLC
Thunder House
Online Marketing
Communications, Inc. Delaware 100 Registrant
Weller & Klein Research, Inc. Delaware 100 Registrant
World Cycling Limited Delaware 100 H & C Holdings Limited
WPR Acquisition Corp. Delaware 100 McCann-Erickson USA, Inc.
Octagon Financial Services District of 100 Advantage Int'l Holdings, Inc.
Columbia
<PAGE>
EXHIBIT 21
PAGE 5
MARCH 19, 2000
NAME PERCENTAGE
OF VOTING
SECURITIES
JURISDICTION OWNED BY
UNDER WHICH IMMEDIATE
ORGANIZED PARENT (%) IMMEDIATE PARENT
------------ ---------- ----------------
DOMESTIC:
<S> <C> <C> <C>
Octagon Marketing & Athlete
Representation, Inc. District of 100 Advantage Int'l Holdings, Inc.
Columbia
Rowan & Blewitt, Inc. District of 100 Registrant
Columbia
Shandwick Public Affairs Inc. District of 100 Shandwick N. Amer. Holding Co. Inc.
Columbia
Accent Marketing Registrant (51%) and
Communications, LLC Florida 51 individual Shareholder (49%)
Ben Disposition, Inc. Florida 100 LFS, Inc.
Rubin Barney & Birger, Inc. Florida 100 Registrant
Austin Kelley
Advertising, Inc. Georgia 100 Registrant
Fitzgerald & Company Georgia 100 Registrant
Studio "A", Inc. Georgia 100 Registrant
Creative Retail Environments
Worldwide, Inc. Illinois 100 Kevin Berg & Assoc., Inc.
Kevin Berg & Associates, Inc. Illinois 100 Registrant
Quest Futures Group, Inc. Kansas 100 Registrant
Adware Systems, Inc. Kentucky 100 McCann-Erickson USA, Inc.
Hill Holiday Exhibition
Services, Inc. Massachusetts 100 Hill, Holliday, Connors, Cosmopulos, Inc.
Lowe Grob Health &
Science, Inc Massachusetts 80 Lowe Group Holdings Inc.
Miller/Shandwick
Technologies Inc. Massachusetts 100 Shandwick N. Amer. Holding Co. Inc.
MSP Group, Inc. Massachusetts 100 Hill, Holliday, Connors, Cosmopulos, Inc.
Mullen Advertising Inc. Massachusetts 80 Lowe Group Holdings Inc.
Neva Group, Inc. Massachusetts 100 Registrant
Weber Group, Inc. Massachusetts 100 WPR Acquisition Corp.
Carmichael Lynch, Inc. Minnesota 100 Registrant
C-E Communications Company Michigan 100 Registrant
Louis London, Inc. Missouri 100 Registrant
Biogenesis
Communications, Inc. New Jersey 100 Registrant
Complete Medical
Communications, Inc. New Jersey 90 Complete Med. Comm. Int'l Ltd.
Curry, Martin and
Schiavelli, Inc. New Jersey 100 Registrant
Genquest, Biomedical
Educ. Serv., Inc. New Jersey 100 Biogenesis Communications, Inc.
Gillespie, Advertising,
Magazine Mktg. &
Public Relations, Inc. New Jersey 100 Registrant
Global Healthcare
Associates, Inc. New Jersey 100 Registrant
HealthVizion
Communications, Inc. New Jersey 100 Torre Lazur, Inc.
Horizon Communications, Inc. New Jersey 100 McCann-Erickson USA, Inc.
Integrated Communications
Corp. New Jersey 100 Registrant

<PAGE>
EXHIBIT 21
PAGE 6
MARCH 19, 2000
NAME PERCENTAGE
OF VOTING
SECURITIES
JURISDICTION OWNED BY
UNDER WHICH IMMEDIATE
ORGANIZED PARENT (%) IMMEDIATE PARENT
------------ ---------- ----------------
DOMESTIC:
<S> <C> <C> <C>
International Oncology
Network, Inc. New Jersey 100 Torre Lazur, Inc.
Interpublic, Inc. New Jersey 100 Registrant
MPE Communications, Inc. New Jersey 100 Registrant
Pace, Inc. New Jersey 100 Registrant
Sound Vision, Inc. New Jersey 100 Torre Lazur, Inc.
Spectral Fusion, Inc. New Jersey 100 Torre Lazur, Inc.
The Gillespie
Organization, Inc. New Jersey 100 Registrant
Torre Lazur Healthcare
Group, Inc. New Jersey 100 Registrant
Zoot Suit Kids, Inc. New Jersey 100 Gillespie Advertising Magazine Mktg.
& Public Relations, Inc.
ABP\DraftWorldwide, Inc. New York 100 Registrant
D.L. Blair, Inc. New York 100 Registrant
GDL, Inc. New York 100 The Lowe Group, Inc.(100% of Common
Stock) and Goldschmidt Dunst &
Lawson Corp. (100% Pref. Stock)
Global Communications
Group, Inc. New York 100 Registrant
Goldschmidt Dunst &
Lawson Corp. New York 100 The Lowe Group, Inc.
Herbert Zeltner, Inc. New York 100 Registrant
LCF&L, Inc. New York 100 The Lowe Group, Inc. (99.9%) and
GDL, Inc. (.1%)
Lowe Group Holdings, Inc. New York 100 Registrant
Lowe Healthcare PR, LLC New York 50 Lowe McAdams Healthcare, Inc.
Lowe McAdams Healthcare Inc. New York 100 Lowe & Partners/SMS Inc.
Lowe & Partners/SMS Inc. New York 100 Lowe Int'l (16%), Lowe Worldwide
Holdings B.V. (4%) and
Registrant (80%)
Ludgate Communications, Inc. New York 100 Ludgate Group Limited
McCann Relationship
Marketing, Inc. New York 100 Registrant
McCann-Erickson
Marketing, Inc. New York 100 Registrant
PDG Acquisition Corp. New York 100 Registrant
Promotion &
Merchandising, Inc. New York 100 D.L. Blair, Inc.
Shandwick USA Inc. New York 100 Shandwick N. Amer. Holding Co. Inc.
T.C. Promotions I, Inc. New York 100 Registrant
T.C. Promotions II, Inc. New York 100 Registrant
The Gotham Group, Inc. New York 100 Registrant

<PAGE>
EXHIBIT 21
PAGE 7
MARCH 19, 2000
NAME PERCENTAGE
OF VOTING
SECURITIES
JURISDICTION OWNED BY
UNDER WHICH IMMEDIATE
ORGANIZED PARENT (%) IMMEDIATE PARENT
------------ ---------- ----------------

DOMESTIC:
<S> <C> <C> <C>
Western Trading LLC New York 55 Western Init. Media Worldwide
Western Trading/Cushman
& Wakefield LLC New York 83 Western Trading, LLC
Western WW Trading, LLC New York 55 Western Init. Media Worldwide
Long Haymes Carr, Inc. N. Carolina 100 Registrant
F&S Disposition, Inc. Ohio 100 Ammirati Puris Lintas Inc.
ICP-Pittsburgh Pennsylvania 66.67 Int'l Cycling Productions, Inc.
Scientific Frontiers, Inc. Pennsylvania 100 Registrant
Marketing Arts Corporation Virginia 100 The Martin Agency, Inc.
Cabell Eanes, Inc. Virginia 100 The Martin Agency, Inc.
Pros, Inc. Virginia 100 Advantage Int'l Holdings, Inc.
Ryan-McGinn, Inc. Virginia 100 Registrant
The Martin Agency, Inc. Virginia 100 Lowe & Partners/SMS Inc.
Weber McGinn, Inc. Virginia 100 Registrant

<PAGE>
EXHIBIT 21
PAGE 8
MARCH 19, 2000
NAME PERCENTAGE
OF VOTING
SECURITIES
JURISDICTION OWNED BY
UNDER WHICH IMMEDIATE
ORGANIZED PARENT (%) IMMEDIATE PARENT
------------ ---------- ----------------

FOREIGN:
<S> <C> <C> <C>
Dial Database Marketing Argentina 60 Interpublic S.A. de Publicidad
Interpublic S.A.
de Publicidad Argentina 100 Registrant
IM Naya Argentina 50 Registrant
Promocionar Argentina 60 Interpublic S.A. de Publicidad
Adlogic Proprietary Limited Australia 50 Merchant Partners Australia Ltd.
Advantage Holdings Pty. Ltd. Australia 100 Octagon Worldwide
Advantage Racing Pty. Ltd. Australia 100 Advantage Holdings Pty Ltd.
Ammirati Puris Lintas
Proprietary Ltd. Australia 100 Registrant
Ammirati Puris
Lintas Melbourne Australia 100 Ammirati Puris Lintas Prop. Ltd.
Australian Safari
Pty. Limited Australia 100 Octagon Worldwide Pty. Limited
CWFS Australia 100 McCann Australia (50%) and
McCann-Erickson Ltd.(50%)
CSI (Australia) Pty Limited Australia 100 CSI Limited
Directory Investments
Pty Ltd. Australia 100 Shandwick Holdings Pty. Ltd. (91%)
IPR Shandwick Pty. Ltd. (9%)
Direct Response Australia 51 McCann-Erickson Pty. Limited
Harrison Advertising
Pty Limited Australia 100 McCann-Erickson Advertising Ltd.
Impulse Art
Proprietary Limited Australia 100 Ammirati Puris Lintas Prop. Ltd.
International Public
Relations Pty. Ltd. Australia 100 Shandwick Holdings Pty. Ltd.
Interpublic Australia
Proprietary Ltd. Australia 100 Registrant
Interpublic Limited
Proprietary Ltd. Australia 100 Registrant
IPR Shandwick Pty. Ltd. Australia 100 Shandwick Holdings Pty. Ltd.
Lintas: Hakuhodo
Pty. Limited Australia 50 Ammirati Puris Lintas Prop. Ltd.
Marplan Proprietary Limited Australia 100 Registrant
McCann-Erickson
Advertising Pty. Ltd. Australia 100 Registrant
McCann-Erickson Sydney
Proprietary Ltd. Australia 100 McCann-Erickson Advertising Ltd.
Merchant and Partners
(Sydney) Pty. Ltd. Australia 100 Merchant and Partners Australia Pty. Ltd.
Merchant and Partners
Australia Pty. Ltd. Australia 100 Registrant
Octagon Worldwide
Pty. Limited Australia 80 Advantage Holdings Pty Ltd.
Pearson Davis Australia 59 Ammirati Puris Lintas
Product Management Pty. Ltd. Australia 100 IPR Shandwick Pty. Ltd.
Round Australia
Trial Pty Limited Australia 100 Octagon Worldwide Pty Ltd.

<PAGE>
EXHIBIT 21
PAGE 9
MARCH 19, 2000
NAME PERCENTAGE
OF VOTING
SECURITIES
JURISDICTION OWNED BY
UNDER WHICH IMMEDIATE
ORGANIZED PARENT (%) IMMEDIATE PARENT
------------ ---------- ----------------

FOREIGN:
<S> <C> <C> <C>
Shandwick Holdings Pty. Ltd. Australia 100 Shandwick Investments Ltd.
Universal Advertising
Placement Pty. Ltd. Australia 100 McCann-Erickson Advertising Ltd.
Ammirati Puris
Lintas Werbeagentur
Gesellschaft m.b.H. Austria 70 Registrant
Initiatives Media
Werbemittlung Ges.m.b.H. Austria 100 Ammirati Puris Lintas Werbeagentur
Gesellschaft m.b.H.
McCann-Erickson
Gesellschaft m.b.H. Austria 100 Registrant
Panmedia Holding AG Austria 51 Lowe Int'l Holdings BV
Panmedia Werbeplanung AG Austria 100 Panmedia Holding AG
PCS Werbeagentur Ges.m.b.H. Austria 100 Ammirati Puris Lintas Werbeagentur
Gesellschaft m.b.H.
Azerbaijan Azerbaijan 100 Registrant
Global Public Relations Ltd. Bahamas 100 Shandwick Asia Pacific Ltd.
A.C.E. Advertising
Creation Marketing N.V. Belgium 100 Ammirati Puris Lintas Brussels S.A.
Advantage International S.A. Belgium 100 Advantage Int'l Holdings Inc.
Advertising Tractor S.A. Belgium 100 Draft Belgium Holding S.P.R.L. (80%)
and Karamba S.A. (20%)
Ammirati Puris Lintas
Brussels S.A. Belgium 100 Ammirati Puris Lintas Holding B.V.
Direct Creations S.A. Belgium 100 Lowe Troost S.A.
Draft Belgium
Holdings S.P.R.L. Belgium 100 Draft Group Holdings Limited
Feedback S.P.R.L. Belgium 100 DraftWorldwide, Inc.
Initiative Media
Brussels S.A. Belgium 100 Ammirati Puris Lintas Brussels S.A.
(96%) and Initiative Media (4%)
Initiative Media Int'l S.A. Belgium 100 Lintas Holding B.V.
Karamba S.A. Belgium 100 Draft Belgium Holding S.P.R.L.
Lowe Troost S.A. Belgium 100 Lowe Worldwide Holdings B.V.
McCann-Erickson Co. S.A. Belgium 100 Registrant
P.R. International N.V. Belgium 100 Ammirati Puris Lintas Brussels S.A.
Programming Media
Int'l PMI S.A. Belgium 100 Registrant
Promo Sapiens S.A. Belgium 100 Draft Belgium Holding S.P.R.L. (85%)
and Karamba S.A. (15%)
Shandwick Belgium S.A. Belgium 100 Shandwick Investments Ltd.
Universal Media, S.A. Belgium 100 McCann-Erickson Co., S.A. (50%);
Lowe Troost S.A. (50%)
The Advanced Marketing Draft Belgium Holding S.P.R.L.
Centre S.A. Belgium 100 (0.2%); Karamba S.A. (99.8%)

<PAGE>
EXHIBIT 21
PAGE 10
MARCH 19, 2000
NAME PERCENTAGE
OF VOTING
SECURITIES
JURISDICTION OWNED BY
UNDER WHICH IMMEDIATE
ORGANIZED PARENT (%) IMMEDIATE PARENT
------------ ---------- ----------------

FOREIGN:
<S> <C> <C> <C>
Triad Assurance Limited Bermuda 100 Registrant
Ammirati Puris Lintas Ltda. Brazil 98.75 Registrant
Contemporanea Brazil 60
DraftWorldwide Ltda. Brazil 66 DraftWorldwide, Inc.
DraftWorldwide
Sao Paulo Ltda. Brazil 66 DraftWorldwide, Inc.
Interpublic Publicidade
e Pesquisas
Sociedade Limitada Brazil 100 Int'l Business Services, Inc.
McCann-Erickson
Publicidade Ltda. Brazil 100 Registrant
MPMPPA Profissionais de
Promocao Associados Ltda. Brazil 100 MPM Lintas Communicacoes Ltda.
Octagon do Brazil
Participacoes S/C Ltda. Brazil 100 Octagon Worldwide Brazil Inc.
Sight Brazil 51 McCann-Erickson Italiana S.A.
Sun Marketing Direct Brazil 65 Interpublic Publicidade e Pesquisas
Sociedade Ltda.
Universal Publicidade Ltda. Brazil 100 Interpublic Publicidade
E Pesquisas Sociedade Ltda.
API Prism International Inc. Brit. Virgin 100 Octagon Prism Limited
Islands
Asiatic Corporation Brit. Virgin 100 PR Consultants Scotland Ltd.
Islands
CSI Holdings S.A. Brit. Virgin 100 Communication Services Int'l
Islands (Holdings) S.A.
CSI International
Holdings S.A. Brit. Virgin 100 CSI Holdings S.A.
Islands
Lowe Holdings BVI Limited Brit. Virgin 100 Lowe Group Holdings Inc.
Islands
Octagon Motorsports Limited Brit. Virgin 66.6 Octagon Worldwide Inc.
Islands
SBK Superbike Brit. Virgin Octagon Motorsports Ltd. (50%);
International Limited Islands 75 Octagon Worldwide Inc. (25%)
PBI Bulgaria 51 Registrant
Adware Systems Canada Inc. Canada 100 Adware Systems, Inc.
Ammirati Puris Lintas
Canada Ltd. Canada 100 Registrant
Continental Shandwick Canada Inc. (50%)
Communications Inc. Canada 100 Golin/Harris Int'l Inc. (50%)
Continental PIR
Communications Ltd. Canada 100 Continental Communications Inc.
Diefenbach-Elkins Limited Canada 100 Diefenbach-Elkins
Durnan Communications Canada 100 Ammirati Puris Lintas Canada Ltd.

<PAGE>
EXHIBIT 21
PAGE 11
MARCH 19, 2000
NAME PERCENTAGE
OF VOTING
SECURITIES
JURISDICTION OWNED BY
UNDER WHICH IMMEDIATE
ORGANIZED PARENT (%) IMMEDIATE PARENT
------------ ---------- ----------------
FOREIGN:
<S> <C> <C> <C>
FSA Targeting Inc. Canada 100 Registrant
Gingko Direct Ltd. Canada 100 The Gingko Group Ltd.
Hawgtown Creative Ltd. Canada 100 DraftWorldwide, Inc.
ISOGROUP Canada, Inc. Canada 100 Registrant
Lowe Investments Limited Canada 100 Lowe Group Holdings Inc. (54%)
Lowe Worldwide Holdings BV (46%)
MacLaren McCann Canada Inc. Canada 100 Registrant
Promaction Corporation Canada 100 McCann-Erickson Advert. of Canada
Promaction 1986 Inc. Canada 100 MacLaren McCann Canada, Inc.
Shandwick Canada Inc. Canada 100 Shandwick Investment of Canada Ltd.
Shandwick Investment
of Canada Ltd. Canada 100 Shandwick Investments Ltd.
The Gingko Group Ltd. Canada 100 DraftWorldwide Canada, Inc.
The Medicine Group Limited Canada 51 Complete Medical Group Ltd.
Tribu Lintas Inc. Canada 100 MacLaren McCann Canada, Inc.
Ammirati Puris
Lintas Chile S.A. Chile 100 Ammirati Puris Lintas Holding B.V.
Dittborn, Urzueta y
Asociados Marketing Chile 60 McCann-Erickson S.A. de Publicidad
Directo S.A.
Initiative Media Servicios
de Medios Ltda. Chile 99 Ammirati Puris Lintas Chile S.A.

Lowe (Chile) Holdings SA Chile 100 Lowe & Partners South America
Holdings SA
McCann-Erickson
S.A. de Publicidad Chile 100 Registrant
Ammirati Puris Lintas China China 50 Registrant & Shanghai Bang Da Advertising
Lowe & Partners Live
Consultants Ltd. China 90 Lowe & Partners Live Limited
McCann-Erickson Guangming
Advertising Limited China 51 McCann-Erickson Worldwide
Ammirati Puris
Lintas Colombia Colombia 100 Registrant
Epoca S.A. Colombia 60 Registrant
Harrison Publicidad
De Colombia S.A. Colombia 100 Registrant
Initiative Media
Colombia S.A. Colombia 100 Ammirati Puris Lintas Colombia
McCann-Erickson
Centroamericana Costa Rica 100 Registrant
(Costa Rica) Ltda.
McCann-Erickson Zagreb Croatia 100 McCann-Erickson Int'l GmbH
McCann-Erickson Prague
Ammirati Lintas
Praha Spol. S.R.O. Czech Rep. 100 Ammirati Puris Lintas Deutschland
McCann-Erickson
Prague, Spol. S.R.O. Czech Rep. 100 McCann-Erickson International GmbH
Pool Media International srl Czech Rep. 100 McCann-Erickson Prague, Spol. s.r.o.
Femencom Limited Cyprus 100 Third Dimension Limited

<PAGE>
EXHIBIT 21
PAGE 12
MARCH 19, 2000
NAME PERCENTAGE
OF VOTING
SECURITIES
JURISDICTION OWNED BY
UNDER WHICH IMMEDIATE
ORGANIZED PARENT (%) IMMEDIATE PARENT
------------ ---------- ----------------
FOREIGN:
<S> <C> <C> <C>
Ammirati Puris
Lintas Denmark A/S Denmark 100 Ammirati Puris Lintas Holding B.V.
Campbell-Ewald Aps Denmark 100 Registrant
Initiative Universal Aps Denmark 100 Registrant
Job A/S Denmark 100 Ammirati Puris Lintas Denmark
McCann-Erickson A/S Denmark 100 Registrant
Medialog A/S Denmark 100 Registrant
Overseas Group Denmark Aps Denmark 100 Registrant
Overseas Holdings Denmark AS Denmark 100 Overseas Group Denmark Aps
Parafilm A/S Denmark 100 Registrant
Progaganda, Reuther,
Lund & Priesler
Reklamebureau Aps Denmark 75 Registrant
Signatur APS Denmark 100 Ammirati Puris Lintas Denmark A/S
McCann-Erickson
Dominicana, S.A. Dominican Rep. 100 Registrant
McCann-Erickson (Ecuador)
Publicidad S.A. Ecuador 96 McCann-Erickson Corporation (Int'l)
McCann-Erickson Centro
Americana (El Salvador) S.A. El Salvador 100 Registrant
Ammirati Puris Lintas Oy Finland 100 Lintas Holding B.V.
Hasan & Partners Oy Finland 100 Registrant
Lintas Service Oy Finland 100 Lintas Oy
Lowe Brindfors Oy Finland 100 Lowe Sweden AB
Lowe Brindfors Production Oy Finland 100 Lowe Brindfors Oy
Mainostoinisto Ami
Hasan & Company Oy Finland 100 Hasan & Partners, Inc.
Mainostoinisto Womena -
McCann Oy Finland 100 Registrant
McCann-Pro Oy Finland 100 Oy Liikemainonta-McCann AB
Oy Liikemainonta-McCann AB Finland 100 Registrant
PMI-Mediaporssi Oy Finland 66 Oy Liikemainonta-McCann AB (33%) and
Lintas Oy (33%)
Womena-Myynninvauhdittajat Oy Finland 100 Oy Liikemainonta-McCann AB
Alice SNC France 50 Lowe Alice S.A.
Ammirati Puris Lintas S.A. France 100 France C.C.P.M.
CDRG France France 74 McCann-Erickson France Holding Co.
Creation Sarl France 97.5 SP3 S.A.
Creative Marketing Service SAS France 100 France C.C.P.M.
DCI Pharma Sarl France 100 Zeta S.A.
D.L. Blair Europe SNC France 100 T.C. Promotions, I, Inc. (50%) and
T.C. Promotions II, Inc. (50%)
<PAGE>
EXHIBIT 21
PAGE 13
MARCH 19, 2000
NAME PERCENTAGE
OF VOTING
SECURITIES
JURISDICTION OWNED BY
UNDER WHICH IMMEDIATE
ORGANIZED PARENT (%) IMMEDIATE PARENT
------------ ---------- ----------------

FOREIGN:

DraftDirect Worldwide
Sante Sarl France 100 DraftWorldwide S.A.
DraftWorldwide S.A. France 100 Draft Group Holdings Limited
E.C. Television/Paris, S.A. France 100 France C.C.P.M.
Fab + S.A. France 99.4 SP3 S.A.
France C.C.P.M. France 100 Ammirati Puris Lintas Holding B.V.
Huy Oettgen Oettgen S.A. France 100 DraftWorldwide S.A.
Infernal Sarl France 100 SP3 S.A.
Initiatives Media Paris S.A. France 100 France C.C.P.M.
Leuthe il-autre Agence France 85 McCann-Erickson (France) Holding Co.
Lowe Alice S.A. France 100 Lowe Worldwide Holdings B.V.
MACAO France 100 McCann-Erickson France
MacLaren Lintas S.A. France 100 France C.C.P.M.
McCann Communications France 75 McCann-Erickson (France) Holding Co.
McCann-Promotion S.A. France 99.8 McCann-Erickson (France) Holding Co.
McCann-Erickson (France)
Holding Co. France 100 Registrant
McCann-Erickson (Paris) S.A. France 100 McCann-Erickson (France) Holding Co.
McCann-Erickson
Rhone Alpes S.A. France 100 McCann-Erickson (France) Holding Co.
McCann-Erickson Thera France France 74 CDRG Communications
MDEO France 80 McCann-Erickson France
Menu & Associes France 51 The Coleman Group Worldwide LLC
Octagon Sports Marketing Sarl France 100 Advantage Int'l Holdings Inc.
Pierre De Lune S.A. France 100 Topaze Investissements S.A.
Pschitt S.A. France 100 Pschitt K France S.A.
Publi Media Service France 50 Owned in quarters by McCann,
Ammirati Puris Lintas agencies in
France, Publicis and Idemedia
Shandwick France Sarl France 100 Shandwick Holdings SA
Shandwick Holding SA France 100 Shandwick Investments Ltd.
Slad France 60 McCann-Erickson (France) Holding Co.
SPEDIC France 100 Registrant
SP3 S.A. France 100 McCann-Erickson (France) Holding Co.
Strateus France 72 France C.C.P.M.
Synthese Marketing S.A. France 100 DraftWorldwide S.A.
Topaze Investissements S.A. France 100 DraftWorldwide S.A.
Topaze Promotions Valeur S.A. France 100 Topaze Investissements S.A.
Universal Media S.A. France 100 McCann-Erickson (France) Holding Co.

<PAGE>
EXHIBIT 21
PAGE 14
MARCH 19, 2000
NAME PERCENTAGE
OF VOTING
SECURITIES
JURISDICTION OWNED BY
UNDER WHICH IMMEDIATE
ORGANIZED PARENT (%) IMMEDIATE PARENT
------------ ---------- ----------------

FOREIGN:
<S> <C> <C> <C>
Valefi France 55 McCann-Erickson (France) Holding Co.
Virtuelle France 60 Fieldplan Limited
Western International
Media Holdings Sarl France 100 Alice SNC
Zeta Agence Consel
En Publicite S.A. France 100 DraftDirect Worldwide Sante Sarl
Zoa Sarl France 100 Lowe Abrie SNC
Adplus Werbeagentur GmbH Germany 100 Lowe EKR Werbeagentur GmbH
Advantage International GmbH Germany 100 Advantage Int'l Holdings Inc.
Ammirati Puris Lintas
Deutschland GmbH Germany 100 Registrant
Ammirati Puris Lintas
Service GmbH Germany 100 Ammirati Puris Lintas Deutschland
Ammirati Puris Lintas
Hamburg GmbH Germany 100 Ammirati Puris Lintas Deutschland
Ammirati Puris Lintas S
Communications GmbH Germany 100 Ammirati Puris Lintas Deutschland
Baader, Lang, Behnken
Werbeagentur GmbH Germany 100 Ammirati Puris Lintas Deutschland
B&L Dr. von Bergen
und Rauch GmbH Germany 100 Interpublic GmbH
Creative Media Services GmbH Germany 100 Ammirati Puris Lintas Deutschland
DCM Dialog-Creation-Munchen
Agentur fur
Dialogmarketing GmbH Germany 80 M&V Agentur fur Dialogmarketing und
Verkaufsforderung GmbH
DraftDirect Worldwide
Holdings GmbH (Germany) Germany 100 Draft Group Holdings Limited
DraftWorldwide
Agentur fur Marketing
Kommunikation GmbH (Munich) Germany 70 M&V Agentur fur Dialogmarketing und
Verkaufsforderung GmbH
Exclusiv-Verlag Meissner GmbH Germany 100 Shandwick Deutschland GmbH & Co. KG
Heinrich Hoffman &
Partner GmbH Germany 100 Lowe EKR Werbeagentur GmbH
Hoffman Schnakenberg Germany 100 Lowe & Partners
Initiativ Media GmbH Germany 100 Ammirati Puris Lintas Deut. GmbH
Interpublic GmbH Germany 100 Registrant
KMB Kommunikation Und
Marketing Bonn GmbH Germany 100 Shandwick Deutschland GmbH & Co. KG
Kolitho Repro GmbH Germany 100 Peter Reincke Direkt-Marketing GmbH
Krakow McCann
Werbeagentur GmbH Germany 100 McCann-Erickson Deutschland GmbH
Kreatives Direktmarketing
Beteiligungs GmbH Germany 100 Draft Group Holdings Limited
Lowe Deutschland GmbH Germany 100 Lowe Worldwide Holdings B.V. (75%)
and Registrant (25%)
Lowe EKR Werbeagentur GmbH Germany 100 Lowe Deutschland GmbH
Lowe Hoffmann &
Schnolenberg GmbH Germany 51.2 Lowe Deutschland GmbH
Lowe & Partners GmbH Hamburg Germany 100 Lowe Deutschland Gmbh
Lutz Bohme Public
Relations GmbH Germany 100 Shandwick Deutschland GmbH & Co. KG
Mailpool Adressen-
Management GmbH Germany 100 DraftDirect Worldwide Holdings GmbH

<PAGE>
EXHIBIT 21
PAGE 15
MARCH 19, 2000
NAME PERCENTAGE
OF VOTING
SECURITIES
JURISDICTION OWNED BY
UNDER WHICH IMMEDIATE
ORGANIZED PARENT (%) IMMEDIATE PARENT
------------ ---------- ----------------

FOREIGN:

Max W.A. Kramer GmbH Germany 100 Ammirati Puris Lintas Deut. GmbH
McCann Direct GmbH Germany 100 McCann-Erickson Deutschland GmbH
McCann-Erickson Dusseldorf Germany 100 McCann-Erickson Deutschland
McCann-Erickson
(International) GmbH Germany 100 Registrant
McCann-Erickson
Deutschland GmbH Germany 100 McCann-Erickson (Int'l) GmbH
McCann-Erickson
Deutschland GmbH & Co. Mgmt.
Prop. KG (Partnership) Germany 100 Registrant
McCann-Erickson Scope GmbH Germany 100 McCann-Erickson Deutschland GmbH
McCann-Erickson
Frankfurt GmbH Germany 100 McCann-Erickson Deutschland GmbH
McCann-Erickson Hamburg GmbH Germany 100 McCann-Erickson Deutschland GmbH
McCann-Erickson
Management Property GmbH Germany 100 McCann-Erickson Deutschland GmbH
(80%), Interpublic GmbH (20%)
McCann-Erickson Nurnberg GmbH Germany 100 McCann-Erickson DeutschlandGmbH
McCann-Erickson Thunderhouse Germany 100 Registrant
McCann-Erickson Service GmbH Germany 100 McCann-Erickson Deutschland GmbH
MCS Medizinischer
Creativ Service, GmbH Germany 60 McCann-Erickson Deutschland GmbH
M&V Agentur fur Dialogmarketing
und Verkaufsforderung GmbH Germany 82 DraftDirect Worldwide Holdings GmbH Germany
Peter Reincke/
DraftWorldwide GmbH Germany 76 DraftDirect Worldwide Holdings GmbH
PR Bonn Public Relations
Gesellschaft fur
Kommunikatins und
Marketingberatung mbH Germany 100 McCann-Erickson Deutschland GmbH
PWS Germany 100 McCann-Erickson Deutschland GmbH
Scherer MRM Holding GmbH Germany 75 McCann-Erickson Deutschland
Scherer Team GmbH Germany 100 Scherer MRM Holding GmbH
Servicepro Agentur fur
Dialogmarketing und Germany 100 M&V Agentur Fur Dialogmarketing und
Verkaufsforderung GmbH Verkaufsforderung GmbH
Shandwick Deutschland
GmbH & Co. KG Germany 100 Shandwick Europe Holding GmbH
Shandwick Deutschland
Verwaltungsgesellschaft MBH Germany 100 Shandwick Europe Holding GmbH
Shandwick Europe Holding GmbH Germany 100 Shandwick Investments Ltd.
Stinnes Marketing
Consulting GmbH Germany 100 Shandwick Deutschland GmbH & Co. KG
Typo-Wenz Artwork GmbH Germany 100 Interpublic GmbH
Universalcommunication
Media Intensiv GmbH Germany 100 Interpublic GmbH
Unterstuetzungskasse der H.K.
McCann Company GmbH Germany 100 McCann-Erickson (International) GmbH

<PAGE>
EXHIBIT 21
PAGE 16
MARCH 19, 2000
NAME PERCENTAGE
OF VOTING
SECURITIES
JURISDICTION OWNED BY
UNDER WHICH IMMEDIATE
ORGANIZED PARENT (%) IMMEDIATE PARENT
------------ ---------- ----------------
FOREIGN:

<S> <C> <C> <C>
Verwaltungsgesell Schaft
Lutz Bohme GmbH Germany 100 Shandwick Europe Holding GmbH
Western Media GmbH Germany 100 Adplus GmbH
Wolff & Partner
DraftWorldwide, Kreatives DraftDirect Worldwide Holdings
Direktmarketing GmbH & Co. Germany 100 GmbH Germany
Ammirati Puris Lintas
Advertising Company S.A. Greece 100 Interpublic Ltd. (95%), Fieldplan Ltd. (5%)
Ammirati Puris
Lintas Worldwide
Advertising (Hellas) L.L.C. Greece 100 Interpublic Limited
International Media
Advertising S.C.A. Greece 100 Fieldplan Ltd.
McCann-Erickson Athens S.A. Greece 100 Registrant
Sprint Advertising S.A. Greece 51 Fieldplan Limited
Initiative Media
Advertising S.A. Greece 100 Fieldplan Limited
Universal Media Hellas S.A. Greece 100 McCann-Erickson (Int'l) GmbH
Publicidad McCann-Erickson
Centroamericana
(Guatemala), S.A. Guatemala 100 Registrant
Asdia Limited Guernsey 70 Registrant
McCann-Erickson
Centroamericana S. de R.L.
(Honduras) Honduras 100 Registrant
Anderson & Lembke
Asia Limited Hong Kong 100 Anderson & Lembke, Inc.
Ammirati Puris Lintas
Hong Kong Ltd. Hong Kong 54 Lintas Holdings B.V. (54%) and
Wilson Chan (46%)
Communications Services
International Asia
Pacific Limited Hong Kong 100 CSI International Holdings S.A.
Dailey International
Enterprises Ltd. Hong Kong 100 Registrant (50%), Ammirati Puris
Lintas (50%)
Dailey Investments Limited Hong Kong 100 Registrant (50%), Ammirati Puris
Lintas (50%)
DraftWorldwide Limited Hong Kong 100 DraftWorldwide, Inc.
Infoplan (Hong Kong) Limited Hong Kong 100 McCann-Erickson (HK) Limited
Lowe & Partners/Live Limited Hong Kong 74 Lowe Group Holdings Inc.
Ludgate Asia Ltd. Hong Kong 100 Ludgate Group Limited
McCann-Erickson,
Guangming Ltd. Hong Kong 100 Registrant
McCann-Erickson (HK) Limited Hong Kong 100 Registrant

<PAGE>
EXHIBIT 21
PAGE 17
MARCH 19, 2000
NAME PERCENTAGE
OF VOTING
SECURITIES
JURISDICTION OWNED BY
UNDER WHICH IMMEDIATE
ORGANIZED PARENT (%) IMMEDIATE PARENT
------------ ---------- ----------------
FOREIGN:

<S> <C> <C> <C>
Octagon Prism Limited Hong Kong 85 Octagon Sports Marketing Limited
Orvieto Limited Hong Kong 100 Asiatic Corp.
Presko Limited Hong Kong 100 Shandwick Asia Pacific Limited
Prism Golf Management Limited Hong Kong 50 Octagon Prism Limited
Prism Holdings Limited Hong Kong 80 Octagon Prism Limited
Shandwick Asia
Pacific Limited Hong Kong 100 Shandwick Investments Limited
Shandwick Hong Kong Limited Hong Kong 100 Shandwick Asia Pacific Limited
Strategic Solutions Limited Hong Kong 100 DraftWorldwide Limited H.K.
Ammirati Puris Lintas
Budapest Reklam Es
Marketing Kommunikacios Kft Hungary 100 Ammirati Puris Lintas Deutschland
(90%) and Ammirati Puris Lintas
Hamburg GmbH (10%)
Initiative Media Hungary Hungary 100 Lintas Budapest
McCann Communications
Budapest KFT Hungary 100 Registrant
McCann-Erickson
Interpress International
Advertising Agency Ltd. Hungary 100 Registrant
Associate Corp. Consl.
(India) Pvt.Ltd. India 99.60 McCann-Erickson (India) Private Ltd.
Karishma Advertising Ltd. India 99.95 Lintas India Ltd.
McCann-Erickson (India) Pvt. India 60 McCann-Erickson Worldwide Inc.
Quadrant Communications
Pvt. Ltd. India 50 Lintas India Limited (50%) and
Pratibha Advertising (50%)
Result Services Private Ltd. India 99.10 McCann-Erickson (India) Private Ltd.
APL Indonesia Indonesia 55 Ammirati Puris Lintas
PT Intra Primustana Respati Indonesia 100 Shandwick Investment Ltd.
McCann-Erickson, Limited Ireland 100 Registrant
Kesher Barel Israel 50 Registrant
Select Media Israel 100 Registrant
Shamluk, Raban, Golani Israel 60 A.T.M.Z. Holding Company Ltd.
Ammirati Puris Lintas
Milano S.p.A. Italy 100 Ammirati Puris Lintas Holding BV
Centro Media Planning-
Buying-Booking S.r.l. Italy 100 Ammirati Puris Lintas Milano SpA
Chorus Media Srl Italy 51 Lowe Pirella Gottsche SpA
Dialogo Italy 100 McCann-Erickson Italiana SpA
DraftWorldwide Italia Srl. Italy 100 DraftWorldwide, Inc.
Exel S.R.L. Italy 99 Ammirati Puris Lintas SPA
Flammini Italy 100 Octagon
Gio Rossi Italy 71 McCann-Erickson
Initiative Media S.R.L. Italy 100 Ammirati Puris Lintas SPA
Infoplan Italiana S.P.A. Italy 100 Registrant

<PAGE>
EXHIBIT 21
PAGE 18
MARCH 19, 2000
NAME PERCENTAGE
OF VOTING
SECURITIES
JURISDICTION OWNED BY
UNDER WHICH IMMEDIATE
ORGANIZED PARENT (%) IMMEDIATE PARENT
------------ ---------- ----------------

FOREIGN:

Lowe Pirella Gottsche S.p.A. Italy 100 Lowe Worldwide Holdings BV
McCann-Erickson
Italiana S.p.A. Italy 100 Registrant
McCann Marketing
Communications S.p.A. Italy 100 McCann-Erickson Italiana SpA
Octagon Motorsport Srl. Italy 100 Inka AG
Pool Media International Registrant (95%) and Business
(P.M.I.) S.r.l. Italy 100 Science Research Corp (5%)
SBK Motorsport Srl Italy 100 SBK Superbike International Ltd.
Shandwick Corporate
Communication SPA Italy 100 Shandwick Investments Limited
Shandwick Italia Holding Srl Italy 100 Shandwick Investments Limited
Shandwick Marketing
Communication Srl Italy 100 Shandwick Italia Holding Srl
Shandwick Roma in
Liquidazione Srl Italy 100 Shandwick Italia Holding Srl
Spring S.R.L. Italy 99 Ammirati Puris Lintas SPA
Universal S.R.L. Italy 100 Registrant
Universal Media Srl Italy 100 McCann-Erickson Italiana SpA
Ammirati Puris Lintas S.A. Ivory Coast 67 France C.C.P.M.
McCann-Erickson Ivory Coast Ivory Coast 98.80 McCann-Erickson France
Nelson Ivory Coast Ivory Coast 100 McCann-Erickson France
McCann-Erickson
(Jamaica) Limited Jamaica 100 Registrant
Ammirati Puris Lintas K.K. Japan 100 Ammirati Puris Lintas Nederland BV
Hakuhodo Lintas K.K. Japan 50 Registrant
Infoplan, Inc. Japan 100 McCann-Erickson Inc.
International Management
Consultants Ltd. Japan 100 IPR Shandwick Inc.
IPR Shandwick Inc. Japan 100 Shandwick Investments Limited
Japan Marketing
Communications Inc. Japan 100 IPR Shandwick Inc.
KK ISD Japan Japan 75 McCann-Erickson Inc.
K.K. Momentum Japan 100 McCann-Erickson Inc.
K.K. Standard McIntyre Japan 100 McCann-Erickson Healthcare, Inc.
McCann-Erickson Inc. Japan 100 Registrant
Public Relations
Services Co. Ltd. Japan 100 IPR Shandwick Inc.
Universal Public
Relations Services Ltd. Japan 100 IPR Shandwick Inc.
Third Dimension Limited Jersey 100 Interpublic Limited
Vy-McCann Limited Jersey 51 McCann-Erickson Worldwide, Inc.
Kazakhstan Kazakhstan 100 Registrant
McCann-Erickson
(Kenya) Limited Kenya 73 Registrant
McCann-Erickson Korea Korea 51 McCann-Erickson

<PAGE>

EXHIBIT 21
PAGE 19
MARCH 19, 2000
NAME PERCENTAGE
OF VOTING
SECURITIES
JURISDICTION OWNED BY
UNDER WHICH IMMEDIATE
ORGANIZED PARENT (%) IMMEDIATE PARENT
------------ ---------- ----------------
FOREIGN:
<S> <C> <C> <C>
Communication Services
(International)
Holdings S.A. Luxembourg 100 Registrant
Inka AG Luxembourg 100 Octagon Motorsport Limited
API Sponsorship SDM.BHD Malaysia 100 Advantage Sponsorship Canada
Ltd. (50%) & Octagon Sports
Marketing Ltd. (50%)
DraftWorldwide Sdn. Bhd. Malaysia 98.8 DraftWorldwide, Inc.
Initiative Media
(M) Sdn. Bhd. Malaysia 100 Ammirati Puris Lintas (Malaysia) Sdn. Bhd.
McCann-Erickson
(Malaysia) Sdn. Bhd. Malaysia 100 Registrant
Mutiara-McCann
(Malaysia) Sdn. Bhd. Malaysia 83.50 Registrant
Shandwick Sdn. Bhd. Malaysia 100 Shandwick Investments Limited
Union 2000 Malaysia 60 DraftWorldwide, Inc.
Universal Communication
Sdn. Bhd. Malaysia 100 McCann-Erickson (Malaysia) Sdn. Bhd.
Lowe Mauritius Limited Mauritius 100 Lowe Group Holdings Inc.
Ammirati Puris
Lintas S.A. de C.V. Mexico 100 Interpublic Holding Company SA de CV
Corporacion Interpublic
Mexicana, S.A. de C.V. Mexico 100 Interpublic Holding Company SA de CV
Inversionistas
Asociados, S.A. De C.V. Mexico 100 Interpublic Holding Company SA de CV
Initiative Media,
S.a. de C.V. Mexico 100 Interpublic Holding Company SA de CV
Initiative Media Mexico Mexico 100 Interpublic Holding Company SA de CV
Inversionistas
Asociados, S.A. De C.V. Mexico 100 Interpublic Holding Company SA de CV
Lowe & Partners/SMS
De Mexico, S.A. Mexico 100 Interpublic Holding Company SA de CV
Pedrote Mexico 60 Interpublic Holding Company SA de CV
Publicidad Nortena,
S. De R.L. De C.V. Mexico 100 Interpublic Holding Company SA de CV
Vierka Mexico 100 Interpublic Holding Company SA de CV
CSI International SAM Monaco 100 Communication Services Int'l
(Holdings) S.A.
Ammirati Puris Lintas
Direct B.V. Netherlands 80 Ammirati Puris Lintas Nederland B.V.
Ammirati Puris Lintas
Holding B.V. Netherlands 100 Registrant
Ammirati Puris Lintas
Nederland B.V. Netherlands 100 IPG Nederland B.V.
Anderson & Lembke
Europe B.V. Netherlands 100 Anderson & Lembke, Inc.
Borremans & Ruseler
Thematische
Actiemarketing BV Netherlands 100 Borus Groep BV
Borus Groep BV Netherlands 100 IPG Nederland BV
Coleman Millford B.V. Netherlands 71 IPG Nederland B.V.

<PAGE>

EXHIBIT 21
PAGE 20
MARCH 19, 2000
NAME PERCENTAGE
OF VOTING
SECURITIES
JURISDICTION OWNED BY
UNDER WHICH IMMEDIATE
ORGANIZED PARENT (%) IMMEDIATE PARENT
------------ ---------- ----------------

FOREIGN:

<S> <C> <C> <C>
CSI International B.V. Netherlands 100 CSI International N.V.
Data Beheer B.V. Netherlands 100 Data Holding B.V.
Data Holding B.V. Netherlands 100 IPG Nederland B.V.
Gold Reclame En Marketing
Advisers B.V. Netherlands 100 IPG Nederland B.V.
Initiative Media
Programming B.V. Netherlands 100 Ammirati & Puris Lintas B.V.
IPG Nederland B.V. Netherlands 100 Registrant
ISOGroup Europe BV Netherlands 100 Registrant
Lowe Digital B.V. Netherlands 80 Lowe Direct (22.5%), Lowe Kuiper
& Schouten (57.5%)
Lowe Direct B.V. Netherlands 60 Lowe Kuiper & Schouten B.V.
Lowe Holland B.V. Netherlands 100 Lowe Worldwide Holdings B.V.
Lowe International
Holdings B.V. Netherlands 100 Registrant
Lowe Kuiper & Schouten B.V. Netherlands 100 Lowe Worldwide Holdings B.V.
Lowe Worldwide Holdings B.V. Netherlands 100 Poundhold Ltd.
McCann-Erickson
(Nederland) B.V. Netherlands 100 IPG Nederland B.V.
Octagon Worldwide
Holdings B.V. Netherlands 100 Octagon Worldwide Inc
Pacific Investments Trust BV Netherlands 100 SBK Superbike International Limited
P. Strating Promotion B.V. Netherlands 100 IPG Nederland B.V.
Programming Media
International B.V. Netherlands 100 Registrant
Reclame-Adviesbureau Via B.V. Netherlands 100 IPG Nederland B.V.
Roomijsfabriek "De Hoop" B.V. Netherlands 100 Ammirati Puris Lintas Holding B.V.
Shandwick B.V. Netherlands 100 Shandwick Investments Limited
Shandwick International B.V. Netherlands 100 Shandwick Investments Limited
Shandwick Netherland B.V. Netherlands 100 Shandwick International B.V.
Shandwick New Zealand Limited Netherlands 100 Shandwick Investments Limited
Universal Media B.V. Netherlands 100 IPG Nederland B.V.
VDBJ Stichting Beheer
Sandelen VDBJ/
Communicatie Groep B.V. Netherlands 60 IPG Nederland B.V.
Western International
Media Holdings B.V. Netherlands 100 Lowe Group Holdings, Inc. (52%),
Ammirati Puris Lintas (38%), and
Western Media (10%)
Zet Zet B.V. Netherlands 100 Data Gold B.V.
Ammirati Puris Lintas
(NZ) Limited New Zealand 51 Registrant
DLM New Zealand 100 McCann-Erickson
Initiative Media (NZ) Limited New Zealand 99 Ammirati Puris Lintas (NZ) Ltd.
McCann-Erickson Limited New Zealand 100 Registrant
Pritchard Wood-Quadrant Ltd. New Zealand 100 Registrant

<PAGE>
EXHIBIT 21
PAGE 21
MARCH 19, 2000
NAME PERCENTAGE
OF VOTING
SECURITIES
JURISDICTION OWNED BY
UNDER WHICH IMMEDIATE
ORGANIZED PARENT (%) IMMEDIATE PARENT
------------ ---------- ----------------

FOREIGN:
<S> <C> <C> <C>
Universal Media Limited New Zealand 100 McCann-Erickson Limited
Digit A/S Norway 100 JBR/McCann/A/S
JBR Film A/S Norway 100 JBR Reklamebyra A/S
JBR McCann A/S Norway 100 McCann-Erickson A/S
JBR McCann Signatur A/S Norway 100 McCann-Erickson A/S
JBR Purkveien A/S Norway 100 McCann-Erickson A/S
JBR Riddeersvoldgate A.S. Norway 100 McCann-Erickson A/S
Lowe Norway A/S Norway 100 Lowe Sweden AB
Lowe & Partners Norway A/S Norway 66.6 Lowe Norway A/S
McCann-Erickson A/S Norway 100 McCann-Erickson Marketing
Scandinavian Design Group AS Norway 75 McCann-Erickson AS
Showproduksjon AS Norway 100 McCann-Ercikson AS
Epoca McCann S.A. Panama 100 Registrant
Ammirati Puris Lintas Manila Philippines 58 Registrant
H.K. McCann Communications
Company, Inc. Philippines 100 McCann-Erickson (Philippines) Inc.
McCann-Erickson
(Philippines), Inc. Philippines 58 Registrant (30%), Business Science
Research Corp. (28%)
McCann Group of
Companies, Inc. Philippines 100 Registrant
Ammirati Puris Lintas
Warsawa Sp. Poland 100 Ammirati Puris Lintas Deut. GmbH
IM Warsaw Poland 100 Ammirati Puris Lintas Warsaw
ITI McCann-Erickson
Int'l Advertising Poland 100 McCann-Erickson International GmbH
McCann Communications-Poland Poland 100 Registrant
McCann-Erickson
Prague Spol. s.r.o. Poland 100 McCan-Erickson International GmbH
Ammirati Puris Lintas, Lda. Portugal 100 Interpublic SGPS/Lda.
Iniciativas De
Meios-Actividades
Publicitarias, Limitada Portugal 98 Ammirati Puris Lintas, Ltda.
Interpublic SGPS/Lda Portugal 100 Registrant
Kramaidem-Publicidade
E Marketing, S.A. Portugal 100 Registrant
McCann-Erickson/
Portugal Limitada Portugal 100 Interpublic SGPS/Ltda.
MKM Markimage,
Marketing E Imagem, S.A. Portugal 100 McCann-Erickson Portugal
Publicidade Ltda.
Universal Media
Publicidade, Limitada Portugal 100 McCann-Erickson/Portugal Ltda.
Ammirati Puris Lintas
Puerto Rico, Inc. Puerto Rico 100 Ammirati Puris Lintas, Inc.
McCann-Erickson,
Dublin Limited Republic of 100 Registrant
Ireland
<PAGE>
EXHIBIT 21
PAGE 22
MARCH 19, 2000
NAME PERCENTAGE
OF VOTING
SECURITIES
JURISDICTION OWNED BY
UNDER WHICH IMMEDIATE
ORGANIZED PARENT (%) IMMEDIATE PARENT
------------ ---------- ----------------

FOREIGN:
<S> <C> <C> <C>
B.V. McCann-Erickson Romania Romania 75 Registrant
McCann-Erickson Moscow Russia 100 McCann-Erickson Int'l GmbH
Boroughloch Scotland 100 DraftWorldwide, Inc.
Ammirati Puris Lintas
(Singapore) Pte. Ltd. Singapore 100 Registrant
Draftworldwide Pte. Ltd. Singapore 60 DraftWorldwide, Inc.
Lowe & Partners/Monsoon
Advertising Pte. Ltd. Singapore 80 Lowe Group Holdings Inc.
McCann-Erickson (Singapore) Singapore 100 Registrant
Octagon RTA Pte Limited Singapore 80 Octagon Worldwide Inc.
Shandwick Pte Limited Singapore 100 Shandwick Investments Limited
CPM Slovakia SRO Slovak Rep. 50 Panmedia Werbeplanung GmbH
McCann-Erickson Bratislava Slovak Rep. 100 McCann-Erickson Prague Spol. s.r.l.
Adsearch Proprietary Limited South Africa 100 Registrant
Ammirati Puris Lintas
(Proprietary) Limited South Africa 100 Ammirati Puris Lintas Holding B.V. (76%)
Registrant (24%)
Campbell-Ewald
Proprietary Limited South Africa 100 McCann-Erickson South Africa
Proprietary Limited
Column Communications CC South Africa 100 Ammirati Puris Lintas (Prop.) Ltd.
Fibre Design Communication
(Proprietary) Ltd. South Africa 100 Registrant
Group Africa Investments
(Proprietary) Ltd. South Africa 70 Registrant
McCann Cape Town
(Proprietary) Limited South Africa 100 McCann Group
McCann Durban
(Proprietary) Limited South Africa 100 McCann Group
McCann-Erickson Promotions
(Proprietary) Ltd. South Africa 100 Registrant
McCann-Erickson
South Africa (Pty.)
Ltd. ("McCann Group") South Africa 100 Registrant
McCann International
(Proprietary) Limited South Africa 100 McCann Group
McCann South Africa
Proprietary Limited South Africa 100 McCann-Erickson Johannesburg
(Proprietary) Limited
McCann-Erickson
Johannesburg (Proprietary) South Africa 100 McCann-Erickson South Africa
Limited (Proprietary) Limited
McCannix Proprietary Limited
(Proprietary) Limited South Africa 100 McCann-Erickson Johannesburg
Media Initiative
(Proprietary) Limited South Africa 100 Ammirati Puris Lintas (Proprietary) Limited
The Loose Cannon Company
Proprietary Limited
Proprietary Limited South Africa 100 McCann-Erickson South Africa

<PAGE>
EXHIBIT 21
PAGE 23
MARCH 19, 2000
NAME PERCENTAGE
OF VOTING
SECURITIES
JURISDICTION OWNED BY
UNDER WHICH IMMEDIATE
ORGANIZED PARENT (%) IMMEDIATE PARENT
------------ ---------- ----------------

FOREIGN:

<S> <C> <C> <C>
Universal Media
(Proprietary) Limited South Africa 100 McCann Group
Lintas Korea, Inc. South Korea 100 Registrant
McCann-Erickson, Inc.-Doosan South Korea 100 McCann-Erickson Marketing, Inc.
Alpha Grupo de Comunicacion
Cientifica, S.L. Spain 60 Shandwick Iberica S.A.
Ammirati Puris Lintas S.A. Spain 100 Ammirati Puris Lintas Holding B.V.
Cachagua S.A. Spain 100 The Interpublic Group of Companies
de Espana S.A.
Cano & Martinez Direct, S.A. Spain 80 McCann-Erickson, S.A.
Clarin, S.A. Spain 100 McCann-Erickson S.A.
Coleman Schmidlin &
Partner S.A. Spain 71 Coleman Group Worldwide, LLC
Common Sense Publicidad
Y Diseno, S.A. Spain 80 McCann-Erickson S.A.
Directing MRM S.A. Spain 99.99 The Interpublic Group of Companies
De Espana S.A.
DraftWorldwide S.A. Spain 100 Draft Group Holdings Limited
Encuadre S.A. Spain 67 Clarin, S.A.
Events & Programming The Interpublic Group of Companies
International de Espana S.A.
Consultancy, S.A. (EPIC) Spain 100
Iniciativas de Medios, S.A. Spain 100 Ammirati Puris Lintas, S.A.
Infomark, S.A. (Informatica
Aplicada al Marketing, S.A.) Spain 75 McCann-Erickson S.A.
Lowe FMRG S.A. Spain 81 Lowe Worldwide Holdings B.V. (57%)
Lowe Int'l Holdings B.V. (24%)
McCann-Erickson S.A. Spain 100 The Interpublic Group of Companies
de Espana S.A.
McCann-Erickson The Interpublic Group of Companies
Barcelona S.A. Spain 100 de Espana S.A.
Pool Media International S.A. Spain 100 The Interpublic Group of Companies
de Espana S.A.
Shandwick Iberica, S.A. Spain 100 Shandwick Investments Limited
Sidney Comunicacion S.A. Spain 75 McCann-Erickson S.A.
Sidney Marketing y
Communicacion Integral S.A. Spain 75 McCann-Erickson S.A.
Sidney System Prom, S.A. Spain 60 McCann-Erickson S.A.
Sidney Task Force S.A. Spain 60 McCann-Erickson S.A.
The Interpublic Group of
Companies de Espana Spain 100 Registrant
Think for Sale Communication
Integral S.L. Spain 100 DraftWorldwide S.A.
Universal Media S.A. Spain 100 McCann-Erickson S.A.

<PAGE>
EXHIBIT 21
PAGE 24
MARCH 19, 2000
NAME PERCENTAGE
OF VOTING
SECURITIES
JURISDICTION OWNED BY
UNDER WHICH IMMEDIATE
ORGANIZED PARENT (%) IMMEDIATE PARENT
------------ ---------- ----------------

FOREIGN:
<S> <C> <C> <C>
Valmorisco Communications Spain 100 The Interpublic Group of Companies
de Espana S.A.
Western International
Media SA Spain 100 Western Int'l Media Holdings BV
Advantage International AB Sweden 100 Advantage Int'l Holdings Inc.
Ammirati Puris Lintas
Shoppen AB Sweden 100 Ammirati Puris Lintas AB
Ammirati Puris Lintas AB Sweden 100 Ammirati Puris Lintas Holding B.V.
Anderson & Lembke AB Sweden 100 Anderson & Lembke, Inc.
Creator Sweden 51 McCann-Erickson
Infoplan AB Sweden 100 McCann-Erickson AB
Large Medium AB Sweden 50 Lowe Sweden AB
Lowe Sweden AB Sweden 100 Lowe International Holdings B.V.
Lowe Brindfors Annonsbyra AB Sweden 100 Lowe Sweden AB
McCann Annonsbyra AB Sweden 100 McCann-Erickson AB
McCann Annonsbyra I Malmoe AB Sweden 100 McCann-Erickson AB
McCann-Erickson AB Sweden 100 Registrant
Message Plus Digital AB Sweden 100 Lowe Sweden AB
Message Plus Media AB Sweden 100 Lowe Sweden AB
PMI Initiative Universal Ammirati Puris Lintas AB (50%)
Media AB Sweden 100 McCann-Erickson AB (50%)
Ronnberg & McCann A.B. Sweden 100 McCann-Erickson AB
Storakers Sweden 50 Ronnberg & McCann A.B.
Bosch & Butz Werbeagenter AG Switzerland 80 Lowe International Holdings B.V.
Coleman Schmidlin Partner AG Switzerland 71 Coleman Group Worldwide LLC
Fisch Meier Direkt AG Switzerland 100 Ammirati Puris Lintas Deutschland
Fisch Meier Promotion AG Switzerland 100 Fisch Meier Direkt AG
Get Neue
Gestaltungstechnik AG Switzerland 100 Bosch & Butz Werbeagenter AG
Initiative Media Western AG Switzerland 100 Western Int'l Media Holdings BV
Initiative Media Switzerland Switzerland 100 Ammirati Puris Lintas Holding B.V.
Lowe GGK AG Switzerland 80 Lowe International Holdings BV
McCann-Erickson S.A. Switzerland 100 Registrant
McCann-Erickson Services S.A. Switzerland 100 Registrant
Octagon Worldwide AG Switzerland 100 Advantage Int'l Holdings, Inc.
P.C.M. Marketing AG Switzerland 100 Ammirati Puris Lintas Deut. GmbH
Pool Media-PMI S.A. Switzerland 100 Registrant
Target Group AG Switzerland 51 McCann-Erickson
Unimedia S.A. Switzerland 100 Registrant

<PAGE>
EXHIBIT 21
PAGE 25
MARCH 19, 2000
NAME PERCENTAGE
OF VOTING
SECURITIES
JURISDICTION OWNED BY
UNDER WHICH IMMEDIATE
ORGANIZED PARENT (%) IMMEDIATE PARENT
------------ ---------- ----------------
FOREIGN:
<S> <C> <C> <C>
Ammirati Puris Lintas
Taiwan Ltd. Taiwan 100 Registrant
McCann-Erickson Communications
Group Co. Ltd. Taiwan 100 Registrant
Shandwick Taiwan Ltd. Taiwan 100 Shandwick Asia Pacific Limited
Ammirati Puris Lintas
(Thailand) Ltd. Thailand 100 Registrant
BTL (Thailand) Ltd. Thailand 100 Presko Shandwick Ltd.
McCann-Erickson
(Thailand) Ltd. Thailand 100 Registrant
Shandwick Taiwan Ltd. Taiwan 100 Shandwick Asia Pacific Limited
Ammirati Puris Lintas
(Thailand) Ltd. Thailand 100 Registrant
BTL (Thailand) Ltd. Thailand 100 Presko Shandwick Ltd.
McCann-Erickson
(Thailand) Ltd. Thailand 100 Registrant
Presko Shandwick Limited Thailand 100 Shandwick Holdings Ltd. (51%)
Orvieto Ltd. (49%)
Shandwick Holdings Limited Thailand 100 Shandwick Investments Limited
Lintas Gulf Limited U.A.E. 51 Ammirati Puris Lintas Worldwide Ltd.
McCann-Erickson
(Trinidad) Limited Trinidad 100 Registrant
Lowe Adam Turkey 100 The Lowe Group
Grafika Lintas
Reklamcilik A.S. Turkey 51 Registrant
Initiative Media Istanbul Turkey 70 Registrant
Link Ajams Limited Sirketi Turkey 100 PARS
Lowe Adam Tanitim
Hizmetleri AS Turkey Turkey 80 Lowe International Holdings B.V.
McCann-Direct Reklam Tanitama
Servisleri A.S. Turkey 100 PARS
PARS McCann-Erickson
Reklamcilik A.S.("PARS") Turkey 100 Registrant
Universal Media Planlama
Ve Dagitim Turkey 100 PARS
Addison Whitney
Worldwide Ltd. United Kingdom 100 Interpublic Limited (50%), Bus.
Science Research (50%)
Addition Communications
Limited United Kingdom 100 SP Group Limited
Addition Marketing Group
Limited United Kingdom 100 SP Group Limited
Advantage Soccer
Limited United Kingdom 100 Octagon Sports Marketing Ltd.
Advantage Sponsorship
Canada Limited United Kingdom 100 Octagon Sports Marketing Ltd.
Advantage Sports
Media Limited United Kingdom 100 Octagon Sports Marketing Ltd.
Adware Systems Limited United Kingdom 100 Orkestra Limited
Advantage Television Limited United Kingdom 100 Octagon Sports Marketing Ltd.
Ammirati Puris Lintas
Limited United Kingdom 100 Interpublic Limited
Ammirati Puris Lintas
International Limited United Kingdom 100 Interpublic Limited
Ammirati Puris Lintas
Worldwide Limited United Kingdom 100 Interpublic Limited (50%), Bus.
Science Research (50%)

<PAGE>

EXHIBIT 21
PAGE 26
MARCH 19, 2000
NAME PERCENTAGE
OF VOTING
SECURITIES
JURISDICTION OWNED BY
UNDER WHICH IMMEDIATE
ORGANIZED PARENT (%) IMMEDIATE PARENT
------------ ---------- ----------------

FOREIGN:
<S> <C> <C> <C>
Artel Studios Limited United Kingdom 100 Stowe, Bowden, Wilson Limited
Barnett Fletcher
Promotions Co. Ltd. United Kingdom 100 Interpublic Limited
Brand Matters Limited United Kingdom 100 Registrant
Brands Hatch
Investments Limited United Kingdom 100 Brands Hatch Leisure Plc
Brands Hatch Leisure
Group Limited United Kingdom 100 Brands Hatch Limited
Brands Hatch Leisure Plc United Kingdom 100 Interpublic Inc.
Brands Hatch Limited United Kingdom 100 Brands Hatch Leisure Plc
Briefcope Limited United Kingdom 100 IPR Limited
Brilliant Pictures Limited United Kingdom 100 Still Price Court Twivy D'Souza
Lintas Group Limited
British Motorsports
Promoters Limited United Kingdom 50 Brands Hatch Leisure Group Ltd.
Brompton Advertising Ltd. United Kingdom 100 The Brompton Group Ltd.
Brompton Promotions Ltd. United Kingdom 100 The Brompton Group Ltd.
Bureau of Commercial
Information Limited United Kingdom 100 Registrant
Bureau of Commercial
Research Limited United Kingdom 100 Registrant
Business Geographics United Kingdom 70 Int'l Poster Management Ltd.
Campbell-Ewald Limited United Kingdom 100 Interpublic Limited (50%), Business
Science Research (50%)
Causeway Communications Ltd. United Kingdom 100 IPR Limited
CM Lintas International Ltd. United Kingdom 100 Interpublic Limited
Coachouse Ltd. United Kingdom 100 McCann-Erickson Manchester Ltd.
Coleman Planet &
Partners Limited United Kingdom 71 Registrant
Colourwatch Group Limited United Kingdom 100 Lowe International Limited
Complete Congress
Services Limited United Kingdom 67 Complete Medical Group Limited
Complete Exhibition
Services Ltd. United Kingdom 80 Complete Medical Group Limited
Complete Healthcare
Training Limited United Kingdom 75 Complete Medical Group Limited
Complete Market
Research Limited United Kingdom 75 Complete Medical Group Limited
Complete Medical
Communications Int'l Ltd. United Kingdom 85 Complete Medical Group Limited
Complete Medical
Communications (UK) Ltd. United Kingdom 80 Complete Medical Group Limited
Complete Medical Group Ltd. United Kingdom 100 Interpublic Limited
Creation United Kingdom 100 Interpublic Limited
CSI Limited United Kingdom 100 Third Dimension Limited
Davies/Baron Limited United Kingdom 100 Interpublic Limited
Davies Day Limited United Kingdom 100 Octagon Sports Mktg. Ltd. (80%)
Registrant (20%)
Daytona Raceway Limited United Kingdom 100 The Rebel Group Limited

<PAGE>

EXHIBIT 21
PAGE 27
MARCH 19, 2000
NAME PERCENTAGE
OF VOTING
SECURITIES
JURISDICTION OWNED BY
UNDER WHICH IMMEDIATE
ORGANIZED PARENT (%) IMMEDIATE PARENT
------------ ---------- ----------------

FOREIGN:
<S> <C> <C> <C>
Decifer Limited United Kingdom 75 Lowe International Limited
Diagnosis Limited CMC house United Kingdom 80 Complete Medical Group Limited
Draft Group Holdings Limited United Kingdom 100 Draft Group Holdings Limited
DRS Advertising Limited United Kingdom 100 Draft Group Holdings Limited
Epic (Events &
Programming Int'l
Consultancy) Limited United Kingdom 100 Interpublic Limited
Fieldplan Ltd. United Kingdom 100 Interpublic Limited
Firstsale 2 Limited United Kingdom 100 Shandwick Marketing Service Ltd.
Fleet PR Limited United Kingdom 100 Shandwick Public Relations Ltd.
Gotham Limited United Kingdom 100 Interpublic Limited
Gresham Financial
Marketing Ltd. United Kingdom 100 Shandwick Consultants Ltd.
Grand Slam Millennium
Television Ltd. United Kingdom 100 Octagon Sports Marketing Limited
Grand Slam Sports Limited United Kingdom 100 Octagon Sports Marketing Limited
Harrison Advertising
(International) Ltd. United Kingdom 100 Interpublic Limited
H.K. McCann Limited United Kingdom 100 McCann Erickson Advertising Ltd.
Hopkins & Bailey Ltd. United Kingdom 100 Radclyffe Communications Group Ltd.
HIP 1999 Limited United Kingdom 100 Draft Group Holdings Limited
HPI International Limited United Kingdom 100 Draft Group Holdings Limited
HPI Research Group Limited United Kingdom 100 Draft Group Holdings Limited
Initiative Media Limited United Kingdom 100 Interpublic Limited
Initiative Media
London Limited United Kingdom 99.5 Still Price Court Twivy D'Souza
Lintas Group Limited
Interfocus Group Limited United Kingdom 75 Lowe International limited
Interfocus Network Ltd. United Kingdom 100 Interfocus Group Ltd.
International Poster
Management Ltd. United Kingdom 100 Interpublic Limited
International Public
Relations ltd. United Kingdom 100 Interpublic Limited
Interpublic Limited United Kingdom 100 Registrant
Interpublic Pension
Fund Trustee Co. Ltd. United Kingdom 100 Interpublic Limited
IPR Communications Ltd. United Kingdom 100 IPR Limited
J V Knightsbridge
Travel Limited United Kingdom 50 Lowe International limited
LHSB Management Services Ltd. United Kingdom 100 Lowe International Limited
Lintas W.A. Limited United Kingdom 100 Interpublic Limited
Lovell Vass Boddey Limited United Kingdom 100 Draft Group Holdings Limited
Lowe Azure Limited United Kingdom 100 Lowe International limited
Lowe Digital Limited United Kingdom 100 Lowe International Limited
Lowe Direct Limited United Kingdom 75 Lowe International Limited

<PAGE>
EXHIBIT 21
PAGE 28
MARCH 19, 2000
NAME PERCENTAGE
OF VOTING
SECURITIES
JURISDICTION OWNED BY
UNDER WHICH IMMEDIATE
ORGANIZED PARENT (%) IMMEDIATE PARENT
------------ ---------- ----------------
FOREIGN:
<S> <C> <C> <C>
Lowe Fusion
Healthcare Limited United Kingdom 100 Lowe International limited
Lowe Lintas Ltd. United Kingdom 100 Lowe International Limited
Lowe & Howard-Spink
Media Limited United Kingdom 100 Lowe International Limited
Lowe International Limited United Kingdom 100 Interpublic Limited
Lowe & Partners
Financial Limited United Kingdom 100 Lowe International Limited
Lowe & Partners UK Limited United Kingdom 100 Lowe International Limited
Lowe Plus Limited United Kingdom 100 Lowe International limited
Ludcom PLC United Kingdom 100 Ludgate Group Limited
Ludgate Bachard Limited United Kingdom 100 Ludgate Group Limited
Ludgate Communications
Limited United Kingdom 100 Ludgate Group Limited
Ludgate Design Limited United Kingdom 100 Ludgate Group Limited
Ludgate Group Limited United Kingdom 100 Interpublic Limited
Ludgate Laud Limited United Kingdom 100 Ludgate Group Limited
Marketing Principles Limited United Kingdom 100 Draft Group Holdings Limited
Matter of Fact
Communications Limited United Kingdom 100 McCann-Erickson Bristol Limited
McCann Communications Limited United Kingdom 100 Interpublic Limited
McCann Direct Limited United Kingdom 100 Interpublic Limited
McCann-Erickson
Advertising Limited United Kingdom 100 Interpublic Limited
McCann-Erickson
Belfast Limited United Kingdom 100 McCann-Erickson United Kingdom Ltd.
McCann-Erickson
Bristol Limited United Kingdom 100 McCann-Erickson United Kingdom Ltd.
McCann-Erickson
Central Limited United Kingdom 100 McCann-Erickson United Kingdom Ltd.
McCann-Erickson
Manchester Limited United Kingdom 100 McCann-Erickson United Kingdom Ltd.
McCann-Erickson Payne,
Golley Ltd. United Kingdom 75.9 McCann-Erickson United Kingdom Ltd.
McCann-Erickson
Scotland Limited United Kingdom 100 McCann-Erickson United Kingdom Ltd.
McCann-Erickson United
Kingdom Limited United Kingdom 100 Interpublic Limited
McCann-Erickson Wales United Kingdom 100 McCann-Erickson Payne Golley
McCann-Erickson Payne
Golley Limited United Kingdom 100 McCann-Erickson United Kingdom Ltd.
McCann-Erickson
Scotland Limited United Kingdom 100 McCann-Erickson United Kingdom Ltd.
McCann Media Limited United Kingdom 100 McCann-Erickson Bristol
McCann Properties Limited United Kingdom 100 McCann-Erickson United Kingdom Ltd.
Miller/Shandwick
Technologies Inc. United Kingdom 100 Shandwick Europe Limited
MLS Soccer Limited United Kingdom 100 Octagon Sports Marketing Limited
MSW Management Limited United Kingdom 100 Octagon Sports Marketing Limited
Nationwide Public
Relations Ltd. United Kingdom 100 IPR Limited
NDI Display Group United Kingdom 100 Interpublic Limited
Neva Europe Limited United Kingdom 100 Registrant
Octagon Athlete
Representation Limited United Kingdom 100 Octagon Sports Marketing Ltd.
<PAGE>
EXHIBIT 21
PAGE 29
MARCH 19, 2000
NAME PERCENTAGE
OF VOTING
SECURITIES
JURISDICTION OWNED BY
UNDER WHICH IMMEDIATE
ORGANIZED PARENT (%) IMMEDIATE PARENT
------------ ---------- ----------------

FOREIGN:
<S> <C> <C> <C>
Octagon Event
Marketing Limited United Kingdom 100 Interpublic Limited
Octagon Integrated
Marketing Limited United Kingdom 100 Octagon Sports Marketing Limited
Octagon Mktg.
Services Limited United Kingdom 100 Octagon Sports Marketing Ltd.
Octagon Motorsports
Marketing Limited. United Kingdom 100 Octagon Worldwide Limited
Octagon Sponsorship
Consulting Limited United Kingdom 100 Octagon Sports Marketing Ltd.
Octagon Sponsorship
Europe Limited United Kingdom 100 Octagon Sports Marketing Ltd.
Octagon Sponsorship Limited United Kingdom 100 Octagon Sports Marketing Ltd.
Octagon Sports
Marketing Limited United Kingdom 100 Octagon Worldwide
Octagon Worldwide Limited United Kingdom 100 Interpublic Limited
Orbit International
(1990) Ltd. United Kingdom 100 Lowe International Limited
Orkestra Ltd. United Kingdom 100 Interpublic Limited
Packaging Brands Limited United Kingdom 100 Registrant
Paragon Communications
Limited United Kingdom 100 International Public Relations Ltd.
Paragon North East Limited United Kingdom 100 Paragon Communications Limited
Packaging Matters Limited United Kingdom 100 Registrant
Planet Packaging
Consultants, Ltd. United Kingdom 71 The Coleman Group Worldwide LLC
Poundhold Ltd. United Kingdom 100 Lowe International Limited
PR Consultants
Scotland Limited United Kingdom 100 International Public Relations Ltd.
Prime Communications Limited United Kingdom 100 Shandwick Public Relations Limited
Pritchard Wood and
Partners Ltd. United Kingdom 100 Interpublic Ltd. (50%), Business
Science Research (50%)
Quorum Graphic Design
Consultants Ltd. United Kingdom 100 Shandwick Europe Limited
Radclyffe Communications
Group Ltd. United Kingdom 100 Shandwick Europe Ltd.
Rebel Enterprises Limited United Kingdom 100 The Rebel Group Limited
Research Matters Limited United Kingdom 100 Registrant
Rogers & Cowan
Brand Placement Ltd. United Kingdom 100 Shandwick UK Limited
Rogers & Cowan
International Ltd. United Kingdom 100 Shandwick Europe Ltd.
Royds London Limited United Kingdom 100 McCann-Erickson United Kingdom Ltd.
Salesdesk Limited United Kingdom 100 Orkestra Ltd.
Shandwick Broadcast Limited United Kingdom 100 Shandwick Europe Limited
Shandwick Communications
Limited United Kingdom 100 Shandwick Europe Limited
Shandwick Consultants
Limited United Kingdom 100 Shandwick Europe Limited
Shandwick Europe Limited United Kingdom 100 Shandwick Investments Limited
Shandwick Interactive
Design Consultancy Ltd. United Kingdom 100 Shandwick Europe Limited
Shandwick Interactive
Limited United Kingdom 100 Shandwick Europe Limited

<PAGE>
EXHIBIT 21
PAGE 30
MARCH 19, 2000
NAME PERCENTAGE
OF VOTING
SECURITIES
JURISDICTION OWNED BY
UNDER WHICH IMMEDIATE
ORGANIZED PARENT (%) IMMEDIATE PARENT
------------ ---------- ----------------
FOREIGN:
<S> <C> <C> <C>
Shandwick International
Limited United Kingdom 100 IPR Limited
Shandwick Investments
Limited United Kingdom 100 International Public Relations Ltd.
Shandwick Investor
Relations Limited United Kingdom 100 Shandwick UK Limited
Shandwick Limited United Kingdom 100 International Public Relations Ltd.
Shandwick Marketing
Services Limited United Kingdom 100 International Public Relations Ltd.
Shandwick North Limited United Kingdom 100 Shandwick Europe Limited
Shandwick Northern
Ireland Limited United Kingdom 100 IPR Limited
Shandwick PR Company Limited United Kingdom 100 Shandwick Europe Limited
Shandwick Public
Affairs Limited United Kingdom 100 Shandwick Europe Limited
Shandwick Public
Relations Limited United Kingdom 100 IPR Limited
Shandwick Scotland Limited United Kingdom 100 PR Consultants Scotland Limited
Shandwick Trustees
Limited United Kingdom 100 International Public Relations Ltd.
Shandwick UK Limited United Kingdom 100 Shandwick Europe Limited
Shandwick Welbeck Limited United Kingdom 100 Widestrong Limited
Smithfield Lease Limited United Kingdom 100 Lowe International Limited
Sports Management Limited United Kingdom 100 Octagon Sports Marketing Limited
SP Group Limited United Kingdom 100 Interpublic Limited
Still Price Court Twivy
D'Souza Lintas Ltd. United Kingdom 100 SP Group Limited
Stowe, Bowden,
Wilson Limited United Kingdom 100 McCann-Erickson United Kingdom Ltd.
Symphony Direct
Communications Ltd. United Kingdom 100 Draft Group Holdings Limited
Talbot Television Limited United Kingdom 100 Fremantle International Inc.
Tavistock Advertising
Limited United Kingdom 100 Lowe International Limited
Team GB Limited United Kingdom 100 Octagon Sports Marketing Limited
The Arbor Group plc United Kingdom 100 Interpublic Limited
The Barnett Fletcher
Promotions Co., Ltd. United Kingdom 100 Registrant
The Below the Line
Agency Limited United Kingdom 100 Interpublic Limited
The Boroughloch
Consultancy Limited United Kingdom 100 Draft Group Holdings Limited
The Brompton Group Ltd. United Kingdom 100 Lowe Int'l Limited
The Business in Marketing
& Communications Ltd. United Kingdom 100 Shandwick Public Relations Ltd.
The Championship
Group Limited United Kingdom 100 Octagon Sports Marketing Limited
The Howland Street
Studio Ltd. United Kingdom 100 Interpublic Limited
The Line Limited United Kingdom 100 SP Group Limited
The Lowe Group Limited United Kingdom 100 Lowe International Limited
The Medicine Group
(Education) Ltd. United Kingdom 60 Complete Medical Group Ltd.
The PR Centre Limited United Kingdom 100 PR Consultants Scotland Limited
The Really Big
Promotions Co. Ltd. United Kingdom 100 Interpublic Limited
The Rebel Group Limited United Kingdom 100 Brands Hatch Leisure Group Ltd.
<PAGE>

EXHIBIT 21
PAGE 31
MARCH 19, 2000
NAME PERCENTAGE
OF VOTING
SECURITIES
JURISDICTION OWNED BY
UNDER WHICH IMMEDIATE
ORGANIZED PARENT (%) IMMEDIATE PARENT
------------ ---------- ----------------

FOREIGN:
<S> <C> <C> <C>
Tinker and Partners Limited United Kingdom 100 Interpublic Limited
TPS Public Relations Limited United Kingdom 100 Shandwick Public Relations Ltd.
Tweak Limited United Kingdom 100 SP Group Limited
Two Six Seven Limited United Kingdom 100 Lowe International limited
Universal Advertising
Limited United Kingdom 100 Interpublic Limited
Universal Communications
Worldwide Limited United Kingdom 100 Interpublic Limited
Virtual Reality
Sports Limited United Kingdom 100 Octagon Sports Marketing Limited
Washington Soccer Limited United Kingdom 100 Octagon Sports Marketing Limited
Weber Europe Limited United Kingdom 100 Interpublic Limited
Western International
Media Limited. United Kingdom 100 Lowe International Limited
Western International
Media Europe Limited. United Kingdom 100 Lowe International Limited
Widestrong Limited United Kingdom 100 PR Consultants Scotland Limited
WIMC UK Limited United Kingdom 100 Interpublic Limited
Lingfield S.A. (S.A.F.I.) Uruguay 100 Registrant
Lowe & Partners South
America Holdings, S.A. Uruguay 100 Lowe Group Holdings, Inc.
McCann-Erickson Latin
America, S.A. Uruguay 100 Registrant
Rockdone Corporation
S.A. (S.A.F.I.) Uruguay 100 Universal Publicidade S.A. (safi)
Steffen Corporation Uruguay 100 Ammirati Puris Lintas Brasil
Universal Publicidad
S.A. (S.A.F.I.) Uruguay 100 McCann-Erickson Publicidade Ltda.
McCann Uzbekistan Uzbekistan 100 Registrant
McCann-Erickson Publicidad
De Venezuela, S.A. Venezuela 100 Registrant
Afamal Advertising (Rhodesia)
Private Ltd. Zimbabwe 100 Registrant
Lintas (Private) Limited Zimbabwe 80 Fieldplan Ltd.

</TABLE>

A number of inactive subsidiaries and other subsidiaries, all of which
considered in the aggregate as a single subsidiary would not constitute a
significant subsidiary, are omitted from the above list. These subsidiaries
normally do business under their official corporate names. International
Business Services, Inc. does business in Michigan under the name "McCann-I.B.S.,
Inc." and in New York under the name "McCann International Business Services".
Ammirati Puris Lintas, Inc. conducts business through its Ammirati Puris Lintas
New York division. McCann-Erickson conducts some of its business in the states
of Kentucky and Michigan under the name "McGraphics". McCann-Erickson USA, Inc.
does business in Michigan under the name SAS and does business in Indiana,
Michigan, New York, Pennsylvania and Wisconsin under the name of McCann-Erickson
Universal Group.

EXHIBIT 23

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Registration
Statements on Form S-8 of The Interpublic Group of Companies, Inc. (the
"Company"), of our report dated February 22, 2000, appearing in the 1999 Annual
Report to Stockholders which is incorporated in this Annual Report on Form 10-K:
Registration Statements No. 2-79071; No. 2-43811; No. 2-56269; No. 2-61346; No.
2-64338; No. 2-67560; No. 2-72093; No. 2-88165; No. 2-90878; No. 2-97440; and
No. 33-28143, relating variously to the Stock Option Plan (1971), the Stock
Option Plan (1981), the Stock Option Plan (1988) and the Achievement Stock Award
Plan of the Company; Registration Statements No. 2-53544; No. 2-91564; No.
2-98324; No. 33-22008; No. 33-64062; and No. 33-61371, relating variously to the
Employee Stock Purchase Plan (1975), the Employee Stock Purchase Plan (1985) and
the Employee Stock Purchase Plan of the Company (1995); Registration Statements
No. 33-20291 and No. 33-2830 relating to the Management Incentive Compensation
Plan of the Company; Registration Statements No. 33-5352; No. 33-21605; No.
333-4747; and No. 333-23603 relating to the 1986 Stock Incentive Plan, the 1986
United Kingdom Stock Option Plan and the 1996 Stock Incentive Plan of the
Company; Registration Statements No. 33-10087 and No. 33-25555 relating to the
Long-Term Performance Incentive Plan of the Company; Registration Statement No.
333-28029 relating to The Interpublic Outside Directors' Stock Incentive Plan of
the Company; Registration Statement No. 33-42675 relating to the 1997
Performance Incentive Plan of the Company. We also consent to the incorporation
by reference of our report on the Financial Statement Schedule, which appears in
this Form 10-K.

PricewaterhouseCooper LLP
New York, New York
March 22, 2000

<PAGE>

CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference of our report dated February 3,
1999, with respect to the financial statements of International Public Relations
plc included in the Annual report (Form 10-K) of The Interpublic Group of
Companies, Inc. for the year ended December 31, 1999 in the Registration
Statements:

(Form S-8 Nos. 2-79071, 2-43811, 2-56269, 2-61346, 2-64338, 2-67560, 2-72093,
2-88165, 2-90878, 2-97440 and 33-28143) pertaining variously to the Stock Option
Plan (1971), the Stock Option Plan (1981), the Stock Option Plan (1988) and the
Achievement Stock Award Plan of The Interpublic Group of Companies, Inc.,

(Form S-8 Nos. 2-53544, 2-91564, 2-98324, 33-22008, 33-64062, and 33-61371)
pertaining variously to the Employee Stock Purchase Plan (1975), the Employee
Stock Purchase Plan (1985) and the Employee Stock Purchase Plan (1995) of The
Interpublic Group of Companies, Inc.,

(Form S-8 Nos. 33-20291 and 33-2830) relating to the Management Incentive
Compensation Plan of The Interpublic Group of Companies,
Inc.,

(Form S-8 Nos. 33-5352, 33-21605, 333-4747 and 333-23603) pertaining to the 1986
Stock Incentive Plan, the 1986 United Kingdom Stock Option Plan and the 1996
Stock Incentive Plan, of The Interpublic Group of Companies, Inc.,

(Form S-8 Nos. 33-10087 and No. 33-25555) pertaining to the Long-Term
Performance Incentive Plan of The Interpublic Group of Companies, Inc.,

(Form S-8 No. 333-28029) pertaining to The Interpublic Outside Directors' Stock
Incentive Plan of The Interpublic Group of Companies, Inc., and

(Form S-8 No. 33-42675) pertaining to the 1997 Performance Incentive Plan of The
Interpublic Group of Companies, Inc.

Ernst & Young
London, England
March 22, 2000

<PAGE>

CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in the following Registration
Statements on Form S-8 of The Interpublic Group of Companies, Inc. ("IPG" or the
"Company"), of our report dated March 13, 1998, included in the Company's 1999
Annual Report on Form 10-K, with respect to the consolidated statements of
operations, stockholders' equity (deficit) and cash flows of Hill, Holliday,
Connors, Cosmopulos, Inc. for the twelve-month period ended December 31, 1997
(not separately presented), which statements are included in the consolidated
financial statements of IPG in its Annual Report on Form 10-K for the year ended
December 31, 1999,: Registration Statements No. 2-79071; No. 2-43811; No.
2-56269; No. 2-61346; No. 2-64338; No. 2-67560; No. 2-72093; No. 2-88165; No.
2-90878; No. 2-97440 and No. 33-28143, relating variously to the Stock Option
Plan (1971), the Stock Option Plan (1981), the Stock Option Plan (1988) and the
Achievement Stock Award Plan of the Company; Registration Statements No.
2-53544; No. 2-91564; No. 2-98324; No. 33-22008; No. 33-64062 and No. 33-61371,
relating variously to the Employee Stock Purchase Plan (1975), the Employee
Stock Purchase Plan (1985) and the Employee Stock Purchase Plan (1995) of the
Company; Registration Statements No. 33-20291 and No. 33-2830 relating to the
Management Incentive Compensation Plan of the Company; Registration Statements
No. 33-5352; No. 33-21605; No. 333-4747 and No. 333-23603 relating to the 1986
Stock Incentive Plan, the 1986 United Kingdom Stock Option Plan and the 1996
Stock Incentive Plan of the Company; Registration Statements No. 33-10087 and
No. 33-25555 relating to the Long-Term Performance Incentive Plan of the
Company; Registration Statement No. 333-28029 relating to The Interpublic
Outside Directors' Stock Incentive Plan of the Company; and Registration
Statement No. 33-42675 relating to the 1997 Performance Incentive Plan of the
Company.

Ernst & Young LLP
Boston, Massachusetts
March 22, 2000

POWER OF ATTORNEY
-----------------

KNOW ALL MEN BY THESE PRESENTS, that each individual whose
signature appears below constitutes and appoints PHILIP H. GEIER, JR., SEAN F.
ORR, FREDERICK MOLZ and NICHOLAS J. CAMERA, and each of them, as true and lawful
attorneys-in-fact and agents with full power of substitution and resubstitution,
for him, and in his name, place and stead, in any and all capacities, to sign
the Report on Form 10-K for the year ended December 31, 1999, for The
Interpublic Group of Companies, Inc., S.E.C. File No. 1-6686, and any and all
amendments and supplements thereto and all other instruments necessary or
desirable in connection therewith, and to file the same, with all exhibits
thereto, and all documents in connection therewith, with the Securities and
Exchange Commission and the New York Stock Exchange, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requested and necessary to be done in
and about the premises as fully to all intents and purposes as he might do or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agents or any of them or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

Dated: March 21, 2000

/s/ Philip H. Geier, Jr. /s/ Frank B. Lowe
- ---------------------------- -------------------------
Philip H. Geier, Jr. Frank B. Lowe

/s/ Sean F. Orr /s/ Michael A. Miles
- --------------------------- -------------------------
Sean F. Orr Michael A. Miles

/s/ Frank J. Borelli /s/ Frederick Molz
- --------------------------- -------------------------
Frank J. Borelli Frederick Molz

/s/ Reginald K. Brack /s/ Leif H. Olsen
- --------------------------- -------------------------
Reginald K. Brack Leif H. Olsen

/s/ Jill M. Considine /s/ Allen Questrom
- --------------------------- -------------------------
Jill M. Considine Allen Questrom

/s/ John J. Dooner, Jr. /s/ J. Phillip Samper
- --------------------------- -------------------------
John J. Dooner, Jr. J. Phillip Samper

<PAGE>
THE INTERPUBLIC GROUP OF COMPANIES, INC.

Certified Resolutions
---------------------

I, Nicholas J. Camera, Secretary of The Interpublic Group of
Companies, Inc. (the "Corporation"), hereby certify that the resolutions
attached hereto were duly adopted on March 21, 2000 by the Board of Directors of
the Corporation and that such resolutions have not been amended or revoked.

WITNESS my hand and the seal of the Corporation this 21st day
of March, 2000.

/s/ Nicholas J. Camera
----------------------
Nicholas J. Camera

<PAGE>

THE INTERPUBLIC GROUP OF COMPANIES, INC.

MEETING OF THE BOARD OF DIRECTORS

Resolutions re Form 10-K
------------------------

RESOLVED, that the Chairman of the Board and the Executive
Vice President and Chief Financial Officer of the Corporation be, and each of
them hereby is, authorized to execute and deliver on behalf of the Corporation
an annual report on Form 10-K for the year ended December 31, 1999, in the form
presented to this meeting with such changes therein as either of them with the
advice of the General Counsel shall approve; and further

RESOLVED, that the Chairman of the Board in his capacity as
Chief Executive Officer, the Executive Vice-President, Chief Financial Officer
in his capacity as Chief Financial Officer, and the Vice President and
Controller in his capacity as Chief Accounting Officer of the Corporation be,
and each of them hereby is, authorized to execute such annual report on Form
10-K; and further

RESOLVED, that the officers of the Corporation be and each of
them hereby is, authorized and directed to file such annual report on Form 10-K,
with all the exhibits thereto and any other documents that may be necessary or
desirable in connection therewith, after its execution by the foregoing officers
and by a majority of this Board of Directors, with the Securities and Exchange
Commission and the New York Stock Exchange; and further

RESOLVED, that the officers and directors of the Corporation
who may be required to execute such annual report on Form 10-K be, and each of
them hereby is, authorized to execute a power of attorney in the form submitted
to this meeting appointing Philip H. Geier, Jr., Sean F. Orr, Frederick Molz and
Nicholas J. Camera, and each of them, severally, his or her true and lawful
attorneys and agents to act in his or her name, place and stead, to execute said
annual report on Form 10-K and any and all amendments and supplements thereto
and all other instruments necessary or desirable in connection therewith; and
further

RESOLVED, that the signature of any officer of the Corporation
required by law to affix his signature to such annual report on Form 10-K or to
any amendment or supplement thereto and such additional documents as they may
deem necessary or advisable in connection therewith, may be affixed by said
officer personally or by any attorney-in-fact duly constituted in writing by
said officer to sign his name thereto; and further

RESOLVED, that the officers of the Corporation be, and each of
them hereby is, authorized to execute such amendments or supplements to such
annual report on Form 10-K and such additional documents as they may deem
necessary or advisable in connection with any such amendment or supplement and
to file the foregoing with the Securities and Exchange Commission and the New
York Stock Exchange; and further

RESOLVED, that the officers of the Corporation be, and each of
them hereby is, authorized to take such actions and to execute such other
documents, agreements or instruments as may be necessary or desirable in
connection with the foregoing.

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE
SHEET AND THE INCOME STATEMENT AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
FINANCIAL STATEMENTS. THE EPS PRIMARY NUMBER BELOW REFLECTS THE BASIC EARNINGS
PER SHARE AS REQUIRED BY FINANCIAL ACCOUNTING STANDARDS NUMBER 128.
</LEGEND>
<MULTIPLIER> 1,000

<S> <C> <C>
<PERIOD-TYPE> 12-MOS 12-MOS
<FISCAL-YEAR-END> DEC-31-1999 DEC-31-1998
<PERIOD-END> DEC-31-1999 DEC-31-1998
<CASH> 981,448 760,508
<SECURITIES> 36,765 31,733
<RECEIVABLES> 4,309,589 3,522,616
<ALLOWANCES> 57,841 53,093
<INVENTORY> 0 0
<CURRENT-ASSETS> 5,767,844 4,728,650
<PP&E> 875,194 745,265
<DEPRECIATION> 480,648 420,864
<TOTAL-ASSETS> 8,727,255 6,942,823
<CURRENT-LIABILITIES> 5,636,929 4,658,352
<BONDS> 518,490 207,927
0 0
0 0
<COMMON> 29,714 29,145
<OTHER-SE> 1,628,071 1,265,092
<TOTAL-LIABILITY-AND-EQUITY> 8,727,255 6,942,823
<SALES> 0 0
<TOTAL-REVENUES> 4,561,518 3,968,728
<CGS> 0 0
<TOTAL-COSTS> 3,976,461 3,405,857
<OTHER-EXPENSES> 0 0
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 66,422 58,699
<INCOME-PRETAX> 585,057 562,871
<INCOME-TAX> 236,339 232,005
<INCOME-CONTINUING> 321,921 309,905
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 321,921 309,905
<EPS-BASIC> 1.15 1.14
<EPS-DILUTED> 1.11 1.10

</TABLE>