UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): March 20, 2006
The Interpublic Group of Companies, Inc.
(Exact Name of Registrant as Specified in Charter)
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| Delaware
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1-6686
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13-1024020 |
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(State or Other Jurisdiction
of Incorporation)
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(Commission File
Number)
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(IRS Employer
Identification No.) |
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| 1114 Avenue of the Americas, New York, New York
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10036 |
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| (Address of Principal Executive Offices)
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(Zip Code) |
Registrant’s telephone number, including area code: 212-704-1200
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
TABLE OF CONTENTS
Item 2.02. Results of Operations and Financial Condition.
On March 22, 2006, The Interpublic Group of Companies, Inc. (the “Company”) (i) issued a press
release, a copy of which is attached hereto as Exhibit 99.1 and incorporated by reference herein,
announcing its results for the 2005 fiscal year and the fourth fiscal quarter of 2005, (ii) held a
conference call, a transcript of which is attached hereto as Exhibit 99.2 and incorporated by
reference herein, to discuss the foregoing results and (iii) posted an investor presentation, a
copy of which is attached hereto as Exhibit 99.3 and incorporated by reference herein, on its
website in connection with the conference call.
Item 4.02. Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or
Completed Interim Review.
On March 20, 2006, the Audit Committee of the Board of Directors of the Company concluded that
the Company’s previously issued financial statements contained in the Company’s quarterly reports
on Form 10-Q for the fiscal quarters ending March 31, June 30 and September 30, 2005, should no
longer be relied upon. The Company’s 2005 annual report on Form 10-K filed with the Securities and
Exchange Commission on March 22, 2006 (the “2005 Form 10-K”) includes restated financial
information as of and for the three months ended March 31, 2005, the three and six months ended
June 30, 2005 and the three and nine months ended September 30, 2005, together with an explanation
of the restatement. The effect of the restatement on the first three quarters of 2005 included a
negative impact on net income of $2.6 million in the first quarter, $5.3 million in the second
quarter and $6.2 million in the third quarter, as further detailed in Note 23 to the Company’s
consolidated financial statements included in the 2005 Form 10-K.
The restatement relates primarily to accounting for goodwill impairments, revenue recognition
and a number of miscellaneous items. The Company’s material weaknesses in internal control over
financial reporting are described in Management’s Assessment on Internal Control over Financial
Reporting included in the Company’s 2005 Form 10-K.
The Audit Committee of the Board of Directors has discussed the matters disclosed in this Item
4.02 with the Company’s independent registered public accounting firm, PricewaterhouseCoopers LLP.
Item 9.01. Financial Statements and Exhibits.
Exhibit 99.1: Press release dated March 22, 2006 (furnished pursuant to Item 2.02)
Exhibit 99.2: Conference call transcript dated March 22, 2006 (furnished pursuant to Item
2.02)
Exhibit 99.3: Investor presentation dated March 22, 2006 (furnished pursuant to Item 2.02)
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