ý | ANNUAL REPORT PURSUANT TO SECTION 13 OF THE SECURITIES EXCHANGE ACT OF 1934 |
Delaware | 13-1024020 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
Title of each class | Name of each exchange on which registered | |
Common Stock, $0.10 par value | New York Stock Exchange |
Large accelerated filer | ý | Accelerated filer | ¨ | |||
Non-accelerated filer | ¨ | Smaller reporting company | ¨ | |||
(Do not check if a smaller reporting company) |
Page No. | ||
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Item 1B. | ||
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• | potential effects of a challenging economy, for example, on the demand for our advertising and marketing services, on our clients’ financial condition and on our business or financial condition; |
• | our ability to attract new clients and retain existing clients; |
• | our ability to retain and attract key employees; |
• | risks associated with assumptions we make in connection with our critical accounting estimates, including changes in assumptions associated with any effects of a weakened economy; |
• | potential adverse effects if we are required to recognize impairment charges or other adverse accounting-related developments; |
• | risks associated with the effects of global, national and regional economic and political conditions, including counterparty risks and fluctuations in economic growth rates, interest rates and currency exchange rates; and |
• | developments from changes in the regulatory and legal environment for advertising and marketing and communications services companies around the world. |
Item 1. | Business |
• | McCann Worldgroup is a leading global marketing solutions network, comprised of a collaborative group of best-in-class agencies that emphasize creativity, innovation and performance. It operates in more than 100 countries, with a client roster that includes many of the world's most famous brands. McCann Erickson is one of the world's largest advertising agency networks; MRM conducts digital marketing and relationship management; Momentum oversees event marketing and promotion; McCann Health directs professional and consumer healthcare communications; and Craft Worldwide is the network's global adaptation and production arm. UM (media management), Weber Shandwick (public relations), and FutureBrand (brand consulting) align with McCann Worldgroup to deliver fully integrated solutions to a number of our leading clients. |
• | Draftfcb is a modern agency model for clients seeking creative and accountable marketing programs delivered in a channel-neutral manner under a unified, integrated business. The company has its roots in both creative, brand-building consumer advertising and behavioral, data-driven direct marketing. We believe the agency is the first global, behavior-based, creative and accountable marketing communications organization operating as a financially and structurally integrated business unit. |
• | Lowe is a premier creative agency that operates in the world’s most dynamic growth markets. Lowe's core strength is developing high-value ideas that connect with popular culture and drive business results. This is evident in the agency's global creative rankings and strong local operations in major key markets. Examples include DLKW/Lowe (U.K.), Lowe Lintas (India), Lowe SSP3 (Colombia), BorghiErh/Lowe (Brazil) and Lowe Campbell Ewald (U.S.). |
• | IPG Mediabrands delivers on the scale and breadth of our media capabilities, making investment decisions for tens of billions of dollars of client marketing budgets, yet retains a nimble, collaborative culture. Our media agencies UM, Initiative and BPN seek to deliver business results by advising clients on how to navigate an increasingly complex and digital marketing landscape. Specialist brands within IPG Mediabrands focus on areas such as media innovation, the |
• | We also have exceptional global marketing specialists across a range of disciplines. We have industry-leading public relations agencies such as Weber Shandwick and GolinHarris that have expertise in every significant area of communication management. Jack Morton is a global brand experience agency, and FutureBrand is a leading brand consultancy. Octagon is a global sports, entertainment and lifestyle marketing agency. Our digital specialist agencies, led by R/GA, Huge and MRM, are among the industry's most award-winning digital agencies. Our premier healthcare communications specialists reside within our three global brands, McCann, Draftfcb and Lowe. |
• | Our domestic integrated independent agencies include some of advertising's most recognizable and storied agency brands, including Carmichael Lynch, Deutsch, Hill Holliday, The Martin Agency and Mullen. The marketing programs created by these agencies incorporate all media channels, customer relationship management (CRM), public relations and other marketing activities and have helped build some of the most powerful brands in the U.S., across all sectors and industries. |
• | We re-organized our media operations under a single management structure, IPG Mediabrands, to reinvent how we plan, buy and measure media investment on behalf of our clients. We aligned a spectrum of specialist media companies under this structure and we have invested in technology and analytics, including the launch of the IPG Media Lab in New York in 2011, a highly advanced resource for our clients. In 2012, we launched a third global full-service media buying and planning agency, BPN, with a focus on new technologies and a pay-for-performance compensation. BPN currently has 36 offices in 28 countries and during 2014 plans to expand into several new markets to have operations that extend further across the world. Additionally, during 2013, IPG Mediabrands announced the formation of the MAGNA Consortium, designed to accelerate the adoption of integrated automated and programmatic media buying solutions for digital media channels. Founders include IPG Mediabrands, A+E Networks, AOL, Cablevision, Clear Channel Media and Entertainment, and Tribune, and since the announcement the group has expanded to also include ESPN. Available inventory includes display, video, mobile, digital out-of-home, radio and TV. Since its launch in 2008, IPG Mediabrands has delivered industry-leading performance and growth and in 2014 was named Mediapost's "Media Holding Company of the Year." |
• | We moved Lowe to a hub model, focused on a smaller and more strategic global footprint, and significantly revamped its management team in an effort to turn around its operating performance. Once this approach began to yield positive results, we strengthened Lowe's capabilities in the key Brazil and U.K. markets through acquisitions. In the U.S., we recently aligned Lowe with Campbell Ewald to create a more powerful offering from which to service and source multinational clients. In early 2014, Lowe and Partners acquired Profero, a global digital network, which will operate as Lowe Profero, serving as the network's global digital offering. |
• | We combined a global creative agency with our leading direct marketing agency to create Draftfcb, our modern global agency network that combines accountability with creativity under a single P&L. Over the course of 2013, IPG appointed new global leadership at Draftfcb. The new team has raised the quality of creative work for the global network and is evolving its integrated model to drive growth. Draftfcb brings together the best of brand advertising and accountable communications disciplines, such as digital, CRM and activation to benefit clients. The network and its new leadership team will continue to enhance its offering. In addition, Draftfcb acquired Inferno, a premier creative agency, which will enable the network to better serve global clients. |
• | At our marketing services division, Constituency Management Group (“CMG”), we continue to strengthen our market leading public relations and events marketing specialists. In recent years, we developed significant social media practices |
• | McCann Worldgroup is well-positioned to deliver best-in-class integrated marketing communications solutions in all geographic regions for many of the world's largest and most sophisticated advertisers, including local, regional and multinational clients. During 2013, we acquired specialty marketing agencies within McCann, extending its capabilities in strategically important disciplines. McCann's renewed focus on its creative capabilities and reputation was rewarded with several account wins and industry recognition. Notably, McCann produced the most-awarded digital work of 2013 and was named the most-awarded agency in the world by The Gunn Report. |
• | During the last several years we have invested in the domestic and international expansion of our digital brands R/GA, Huge, MRM and several of our agencies under the Mediabrands Audience Platform. We have opened new offices and expanded existing offices in high-growth markets as well as strategic world markets, and we expect to continue this strategic investment in future years. |
% of Total Revenue | ||||||||
2013 | 2012 | 2011 | ||||||
Domestic | 55.8 | % | 54.7 | % | 55.4 | % | ||
United Kingdom | 8.0 | % | 8.2 | % | 7.7 | % | ||
Continental Europe | 11.2 | % | 11.8 | % | 13.0 | % | ||
Asia Pacific | 12.2 | % | 12.0 | % | 10.6 | % | ||
Latin America | 6.5 | % | 6.5 | % | 6.3 | % | ||
Other | 6.3 | % | 6.8 | % | 7.0 | % |
Consolidated Revenues for the Three Months Ended | |||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||
(Amounts in Millions) | % of Total | % of Total | % of Total | ||||||||||||||
March 31 | $ | 1,543.0 | 21.7% | $ | 1,506.8 | 21.7% | $ | 1,474.8 | 21.0% | ||||||||
June 30 | 1,756.2 | 24.7% | 1,715.7 | 24.7% | 1,740.7 | 24.8% | |||||||||||
September 30 | 1,700.4 | 23.9% | 1,670.4 | 24.0% | 1,726.5 | 24.6% | |||||||||||
December 31 | 2,122.7 | 29.7% | 2,063.3 | 29.6% | 2,072.6 | 29.6% | |||||||||||
$ | 7,122.3 | $ | 6,956.2 | $ | 7,014.6 |
Item 1A. | Risk Factors |
• | We operate in a highly competitive industry. |
• | Our results of operations are highly susceptible to decrease when economic conditions are unfavorable. |
• | We may lose or fail to attract and retain key employees and management personnel. |
• | We may not be able to meet our performance targets and milestones. |
• | Our financial condition could be adversely affected if our available liquidity is insufficient. |
• | International business risks could adversely affect our operations. |
• | If our clients experience financial distress, their weakened financial position could negatively affect our own financial position and results. |
• | We are subject to industry regulations and other legal or reputational risks that could restrict our activities or negatively impact our performance or our financial condition. |
• | We face risks associated with our acquisitions and other investments. |
• | We rely extensively on information technology systems. |
• | Our earnings would be adversely affected if we were required to recognize asset impairment charges or increase our deferred tax valuation allowances. |
• | Downgrades of our credit ratings could adversely affect us. |
Item 1B. | Unresolved Staff Comments |
Item 2. | Properties |
Item 3. | Legal Proceedings |
Item 4. | Mine Safety Disclosures |
Name | Age | Office | ||
Michael I. Roth1 | 68 | Chairman of the Board and Chief Executive Officer | ||
Andrew Bonzani | 50 | Senior Vice President, General Counsel and Secretary | ||
Christopher F. Carroll | 47 | Senior Vice President, Controller and Chief Accounting Officer | ||
Julie M. Connors | 42 | Senior Vice President, Audit and Chief Risk Officer | ||
Philippe Krakowsky | 51 | Executive Vice President, Chief Strategy and Talent Officer | ||
Frank Mergenthaler | 53 | Executive Vice President and Chief Financial Officer |
1 | Also a Director |
Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities |
NYSE Sale Price | |||||||
Period | High | Low | |||||
2013: | |||||||
Fourth Quarter | $ | 17.70 | $ | 15.40 | |||
Third Quarter | $ | 17.51 | $ | 14.69 | |||
Second Quarter | $ | 14.94 | $ | 12.91 | |||
First Quarter | $ | 13.38 | $ | 11.61 | |||
2012: | |||||||
Fourth Quarter | $ | 11.47 | $ | 9.45 | |||
Third Quarter | $ | 11.74 | $ | 9.68 | |||
Second Quarter | $ | 11.96 | $ | 10.02 | |||
First Quarter | $ | 11.97 | $ | 10.16 |
Declaration Date | Per Share Dividend | Aggregate Dividend ($ in millions) | Record Date | Payment Date | ||||||||
November 15, 2013 | $ | 0.075 | $ | 31.9 | December 2, 2013 | December 16, 2013 | ||||||
August 14, 2013 | $ | 0.075 | $ | 31.4 | September 3, 2013 | September 17, 2013 | ||||||
May 23, 2013 | $ | 0.075 | $ | 31.7 | June 7, 2013 | June 21, 2013 | ||||||
February 22, 2013 | $ | 0.075 | $ | 31.0 | March 11, 2013 | March 25, 2013 |
Declaration Date | Per Share Dividend | Aggregate Dividend ($ in millions) | Record Date | Payment Date | ||||||||
November 15, 2012 | $ | 0.060 | $ | 25.3 | December 3, 2012 | December 17, 2012 | ||||||
August 21, 2012 | $ | 0.060 | $ | 25.8 | September 6, 2012 | September 20, 2012 | ||||||
May 24, 2012 | $ | 0.060 | $ | 26.1 | June 8, 2012 | June 22, 2012 | ||||||
February 24, 2012 | $ | 0.060 | $ | 26.2 | March 9, 2012 | March 23, 2012 |
Total Number of Shares (or Units) Purchased 1 | Average Price Paid per Share (or Unit) 2 | Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs 3 | Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs 3 | ||||||||||
October 1 - 31 | 3,351,759 | $ | 16.63 | 3,350,692 | $ | 263,702,132 | |||||||
November 1 - 30 | 5,202,219 | $ | 17.00 | 5,202,219 | $ | 175,284,073 | |||||||
December 1 - 31 | 3,323,728 | $ | 17.07 | 3,323,728 | $ | 118,560,581 | |||||||
Total | 11,877,706 | $ | 16.91 | 11,876,639 |
1 | Includes shares of our common stock, par value $0.10 per share, withheld under the terms of grants under employee stock-based compensation plans to offset tax withholding obligations that occurred upon vesting and release of restricted shares (the "Withheld Shares"). We repurchased 1,067 Withheld shares in October 2013. No Withheld Shares were purchased in November or December of 2013. |
2 | The average price per share for each of the months in the fiscal quarter and for the three-month period was calculated by dividing the sum of the applicable period of the aggregate value of the tax withholding obligations and the aggregate amount we paid for shares acquired under our stock repurchase program, described in Note 6 to the Consolidated Financial Statements, by the sum of the number of Withheld Shares and the number of shares acquired in our stock repurchase program. |
3 | In February 2013, the Board authorized a new share repurchase program to repurchase from time to time up to $300.0 million, excluding fees, of our common stock (the "2013 share repurchase program"). In March 2013, the Board authorized an increase in the amount available under our 2013 share repurchase program up to $500.0 million, excluding fees, of our common stock. On February 14, 2014, we announced that our Board had approved a new share repurchase program to repurchase from time to time up to $300.0 million , excluding fees, of our common stock. The new authorization is in addition to any amounts remaining available for repurchase under the 2013 share repurchase program. There is no expiration date associated with the share repurchase programs. |
Item 6. | Selected Financial Data |
Years ended December 31, | 2013 | 2012 | 2011 | 2010 | 2009 | ||||||||||||||
Statement of Operations Data | |||||||||||||||||||
Revenue | $ | 7,122.3 | $ | 6,956.2 | $ | 7,014.6 | $ | 6,507.3 | $ | 6,007.4 | |||||||||
Salaries and related expenses | 4,545.5 | 4,391.9 | 4,402.1 | 4,117.0 | 3,961.2 | ||||||||||||||
Office and general expenses | 1,917.9 | 1,887.2 | 1,924.3 | 1,837.7 | 1,700.3 | ||||||||||||||
Restructuring and other reorganization-related charges (reversals), net | 60.6 | (1.2 | ) | 1.0 | 3.9 | 4.6 | |||||||||||||
Operating income | 598.3 | 678.3 | 687.2 | 548.7 | 341.3 | ||||||||||||||
Provision for income taxes | 181.2 | 213.3 | 190.2 | 171.3 | 90.1 | ||||||||||||||
Net income 1 | 288.9 | 464.6 | 551.5 | 281.2 | 143.4 | ||||||||||||||
Net income available to IPG common stockholders 1 | 259.2 | 435.1 | 520.7 | 271.2 | 93.6 | ||||||||||||||
Earnings per share available to IPG common stockholders: | |||||||||||||||||||
Basic 1 | $ | 0.62 | $ | 1.01 | $ | 1.12 | $ | 0.57 | $ | 0.20 | |||||||||
Diluted 1 | $ | 0.61 | $ | 0.94 | $ | 0.99 | $ | 0.47 | $ | 0.19 | |||||||||
Weighted-average number of common shares outstanding: | |||||||||||||||||||
Basic | 421.1 | 432.5 | 465.5 | 473.6 | 468.2 | ||||||||||||||
Diluted | 429.6 | 481.4 | 540.6 | 542.1 | 508.1 | ||||||||||||||
Dividends declared per common share | $ | 0.30 | $ | 0.24 | $ | 0.24 | $ | 0.00 | $ | 0.00 | |||||||||
Other Financial Data | |||||||||||||||||||
Net cash provided by operating activities | $ | 592.9 | $ | 357.2 | $ | 273.5 | $ | 817.3 | $ | 540.8 | |||||||||
Ratios of earnings to fixed charges | 2.6 | 3.2 | 3.4 | 2.4 | 1.7 | ||||||||||||||
As of December 31, | 2013 | 2012 | 2011 | 2010 | 2009 | ||||||||||||||
Balance Sheet Data | |||||||||||||||||||
Cash and cash equivalents and marketable securities | $ | 1,642.1 | $ | 2,590.8 | $ | 2,315.6 | $ | 2,689.4 | $ | 2,506.1 | |||||||||
Total assets | 12,905.0 | 13,493.9 | 12,908.7 | 13,070.8 | 12,263.1 | ||||||||||||||
Total debt | 1,662.5 | 2,449.5 | 1,769.2 | 1,737.0 | 1,946.6 | ||||||||||||||
Total liabilities | 10,405.1 | 10,810.1 | 10,168.0 | 10,212.7 | 9,449.0 | ||||||||||||||
Preferred stock – Series B | 0.0 | 221.5 | 221.5 | 221.5 | 525.0 | ||||||||||||||
Total stockholders’ equity | 2,250.8 | 2,456.6 | 2,497.3 | 2,566.9 | 2,536.3 |
1 | The year ended December 31, 2013 includes a pre-tax loss of $45.2, related to our early extinguishment of debt. Basic and diluted earnings per share for the year ended December 31, 2013 included a negative impact of $0.12 and $0.11 per share, respectively, from the effects of restructuring and related costs, net of tax. Basic and diluted earnings per share for the year ended December 31, 2013 included a negative impact of $0.06 per share from a loss on early extinguishment of debt, net of tax. The years ended December 31, 2012 and 2011 include a pre-tax gain of $93.6 and $132.2, respectively, related to the sale of our holdings in Facebook. Basic and diluted earnings per share for the year ended December 31, 2012 included $0.14 and $0.12 per share, respectively, from the gain recorded for the sale of our remaining holdings in Facebook, net of tax. Basic and diluted earnings per share for the year ended December 31, 2011 included $0.27 and $0.23 per share, respectively, from the gain recorded for the sale of approximately half of our holdings in Facebook, net of tax. |
Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations |
Years ended December 31, | ||||||||||||||
2013 | 2012 | |||||||||||||
% Increase / (Decrease) | Total | Organic | Total | Organic | ||||||||||
Revenue | 2.4 | % | 2.8 | % | (0.8 | )% | 0.7 | % | ||||||
Salaries and related expenses | 3.5 | % | 3.8 | % | (0.2 | )% | 0.9 | % | ||||||
Office and general expenses | 1.6 | % | 2.5 | % | (1.9 | )% | (0.2 | )% | ||||||
Years ended December 31, | ||||||||||||||
2013 | 2012 | 2011 | ||||||||||||
Operating margin | 8.4 | % | 9.8 | % | 9.8 | % | ||||||||
Expenses as % of revenue: | ||||||||||||||
Salaries and related expenses | 63.8 | % | 63.1 | % | 62.8 | % | ||||||||
Office and general expenses | 26.9 | % | 27.1 | % | 27.4 | % | ||||||||
Restructuring and other reorganization-related charges (reversals), net | 0.9 | % | 0.0 | % | 0.0 | % | ||||||||
Net income available to IPG common stockholders | $ | 259.2 | $ | 435.1 | $ | 520.7 | ||||||||
Earnings per share available to IPG common stockholders: | ||||||||||||||
Basic | $ | 0.62 | $ | 1.01 | $ | 1.12 | ||||||||
Diluted | $ | 0.61 | $ | 0.94 | $ | 0.99 |
Year ended December 31, 2012 | Components of Change | Year ended December 31, 2013 | Change | ||||||||||||||||||||||
Foreign Currency | Net Acquisitions/ (Divestitures) | Organic | Organic | Total | |||||||||||||||||||||
Consolidated | $ | 6,956.2 | $ | (80.4 | ) | $ | 50.3 | $ | 196.2 | $ | 7,122.3 | 2.8 | % | 2.4 | % | ||||||||||
Domestic | 3,803.6 | 0.0 | 26.4 | 142.6 | 3,972.6 | 3.7 | % | 4.4 | % | ||||||||||||||||
International | 3,152.6 | (80.4 | ) | 23.9 | 53.6 | 3,149.7 | 1.7 | % | (0.1 | )% | |||||||||||||||
United Kingdom | 572.0 | (7.0 | ) | (1.2 | ) | 4.5 | 568.3 | 0.8 | % | (0.6 | )% | ||||||||||||||
Continental Europe | 823.1 | 23.0 | 2.7 | (48.2 | ) | 800.6 | (5.9 | )% | (2.7 | )% | |||||||||||||||
Asia Pacific | 838.1 | (43.6 | ) | 21.0 | 53.4 | 868.9 | 6.4 | % | 3.7 | % | |||||||||||||||
Latin America | 450.1 | (32.7 | ) | 1.4 | 45.7 | 464.5 | 10.2 | % | 3.2 | % | |||||||||||||||
Other | 469.3 | (20.1 | ) | 0.0 | (1.8 | ) | 447.4 | (0.4 | )% | (4.7 | )% |
Year ended December 31, 2011 | Components of Change | Year ended December 31, 2012 | Change | ||||||||||||||||||||||
Foreign Currency | Net Acquisitions/ (Divestitures) | Organic | Organic | Total | |||||||||||||||||||||
Consolidated | $ | 7,014.6 | $ | (147.6 | ) | $ | 41.8 | $ | 47.4 | $ | 6,956.2 | 0.7 | % | (0.8 | )% | ||||||||||
Domestic | 3,887.7 | 0.0 | (12.2 | ) | (71.9 | ) | 3,803.6 | (1.8 | )% | (2.2 | )% | ||||||||||||||
International | 3,126.9 | (147.6 | ) | 54.0 | 119.3 | 3,152.6 | 3.8 | % | 0.8 | % | |||||||||||||||
United Kingdom | 539.4 | (7.0 | ) | 13.6 | 26.0 | 572.0 | 4.8 | % | 6.0 | % | |||||||||||||||
Continental Europe | 908.9 | (66.6 | ) | 4.4 | (23.6 | ) | 823.1 | (2.6 | )% | (9.4 | )% | ||||||||||||||
Asia Pacific | 741.7 | (12.2 | ) | 23.9 | 84.7 | 838.1 | 11.4 | % | 13.0 | % | |||||||||||||||
Latin America | 444.4 | (40.2 | ) | 7.6 | 38.3 | 450.1 | 8.6 | % | 1.3 | % | |||||||||||||||
Other | 492.5 | (21.6 | ) | 4.5 | (6.1 | ) | 469.3 | (1.2 | )% | (4.7 | )% |
Years ended December 31, | ||||||||||||||||||||
2013 | 2012 | 2011 | ||||||||||||||||||
$ | % of Revenue | $ | % of Revenue | $ | % of Revenue | |||||||||||||||
Salaries and related expenses | $ | 4,545.5 | 63.8 | % | $ | 4,391.9 | 63.1 | % | $ | 4,402.1 | 62.8 | % | ||||||||
Office and general expenses | 1,917.9 | 26.9 | % | 1,887.2 | 27.1 | % | 1,924.3 | 27.4 | % | |||||||||||
Restructuring and other reorganization-related charges (reversals), net | 60.6 | 0.9 | % | (1.2 | ) | 0.0 | % | 1.0 | 0.0 | % | ||||||||||
Total operating expenses | $ | 6,524.0 | $ | 6,277.9 | $ | 6,327.4 | ||||||||||||||
Operating income | $ | 598.3 | 8.4 | % | $ | 678.3 | 9.8 | % | $ | 687.2 | 9.8 | % |
Prior Year Amount | Components of Change | Total Amount | Change | ||||||||||||||||||||||
Foreign Currency | Net Acquisitions/ (Divestitures) | Organic | Organic | Total | |||||||||||||||||||||
2012 - 2013 | $ | 4,391.9 | $ | (40.3 | ) | $ | 28.2 | $ | 165.7 | $ | 4,545.5 | 3.8 | % | 3.5 | % | ||||||||||
2011 - 2012 | 4,402.1 | (85.6 | ) | 34.5 | 40.9 | 4,391.9 | 0.9 | % | (0.2 | )% |
Years ended December 31, | ||||||||
2013 | 2012 | 2011 | ||||||
Salaries and related expenses | 63.8 | % | 63.1 | % | 62.8 | % | ||
Base salaries, benefits and tax | 52.9 | % | 52.2 | % | 50.9 | % | ||
Incentive expense | 3.0 | % | 3.0 | % | 3.7 | % | ||
Severance expense | 1.1 | % | 1.3 | % | 1.5 | % | ||
Temporary help | 3.6 | % | 3.6 | % | 3.6 | % | ||
All other salaries and related expenses | 3.2 | % | 3.0 | % | 3.1 | % |
Prior Year Amount | Components of Change | Total Amount | Change | ||||||||||||||||||||||
Foreign Currency | Net Acquisitions/ (Divestitures) | Organic | Organic | Total | |||||||||||||||||||||
2012 - 2013 | $ | 1,887.2 | $ | (27.3 | ) | $ | 10.2 | $ | 47.8 | $ | 1,917.9 | 2.5 | % | 1.6 | % | ||||||||||
2011 - 2012 | 1,924.3 | (40.7 | ) | 8.4 | (4.8 | ) | 1,887.2 | (0.2 | )% | (1.9 | )% |
Years ended December 31, | ||||||||
2013 | 2012 | 2011 | ||||||
Office and general expenses | 26.9 | % | 27.1 | % | 27.4 | % | ||
Professional fees | 1.7 | % | 1.7 | % | 1.8 | % | ||
Occupancy expense (excluding depreciation and amortization) | 7.1 | % | 7.0 | % | 7.2 | % | ||
Travel & entertainment, office supplies and telecommunications | 3.6 | % | 3.6 | % | 3.6 | % | ||
All other office and general expenses | 14.5 | % | 14.8 | % | 14.8 | % |
Year ended | |||
December 31, 2013 | |||
Severance and termination costs | $ | 55.9 | |
Lease termination costs | 4.2 | ||
Other exit costs | 0.5 | ||
Total restructuring and other reorganization-related charges, net | $ | 60.6 |
Restructuring Charges | Headcount Reduction (Actual Number) | ||||
Consolidated | $ | 61.2 | 541 | ||
Domestic | 9.0 | 30 | |||
International | 52.2 | 511 |
Years ended December 31, | |||||||||||
2013 | 2012 | 2011 | |||||||||
Cash interest on debt obligations | $ | (110.7 | ) | $ | (130.6 | ) | $ | (138.9 | ) | ||
Non-cash interest | (12.0 | ) | (2.9 | ) | 2.1 | ||||||
Interest expense | (122.7 | ) | (133.5 | ) | (136.8 | ) | |||||
Interest income | 24.7 | 29.5 | 37.8 | ||||||||
Net interest expense | (98.0 | ) | (104.0 | ) | (99.0 | ) | |||||
Other (expense) income, net | (32.3 | ) | 100.5 | 150.2 | |||||||
Total (expenses) and other income | $ | (130.3 | ) | $ | (3.5 | ) | $ | 51.2 |
Years ended December 31, | |||||||||||
2013 | 2012 | 2011 | |||||||||
Net loss on early extinguishment of debt | $ | (45.2 | ) | $ | 0.0 | $ | 0.0 | ||||
Gains on sales of businesses and investments | 1.5 | 88.2 | 125.9 | ||||||||
Vendor discounts and credit adjustments | 8.6 | 15.3 | 19.4 | ||||||||
Other income (expense), net | 2.8 | (3.0 | ) | 4.9 | |||||||
Total other (expense) income, net | $ | (32.3 | ) | $ | 100.5 | $ | 150.2 |
Years ended December 31, | |||||||||||
2013 | 2012 | 2011 | |||||||||
Income before income taxes | $ | 468.0 | $ | 674.8 | $ | 738.4 | |||||
Provision for income taxes | $ | 181.2 | $ | 213.3 | $ | 190.2 | |||||
Effective income tax rate | 38.7 | % | 31.6 | % | 25.8 | % |
Year ended December 31, 2012 | Components of Change | Year ended December 31, 2013 | Change | ||||||||||||||||||||||
Foreign Currency | Net Acquisitions/ (Divestitures) | Organic | Organic | Total | |||||||||||||||||||||
Consolidated | $ | 5,728.5 | $ | (73.2 | ) | $ | 40.4 | $ | 99.9 | $ | 5,795.6 | 1.7 | % | 1.2 | % | ||||||||||
Domestic | 3,020.8 | 0.0 | 26.4 | 46.8 | 3,094.0 | 1.5 | % | 2.4 | % | ||||||||||||||||
International | 2,707.7 | (73.2 | ) | 14.0 | 53.1 | 2,701.6 | 2.0 | % | (0.2 | )% |
Year ended December 31, 2011 | Components of Change | Year ended December 31, 2012 | Change | ||||||||||||||||||||||
Foreign Currency | Net Acquisitions/ (Divestitures) | Organic | Organic | Total | |||||||||||||||||||||
Consolidated | $ | 5,891.8 | $ | (138.7 | ) | $ | 19.8 | $ | (44.4 | ) | $ | 5,728.5 | (0.8 | )% | (2.8 | )% | |||||||||
Domestic | 3,131.0 | 0.0 | (12.2 | ) | (98.0 | ) | 3,020.8 | (3.1 | )% | (3.5 | )% | ||||||||||||||
International | 2,760.8 | (138.7 | ) | 32.0 | 53.6 | 2,707.7 | 1.9 | % | (1.9 | )% |
Years ended December 31, | Change | ||||||||||||||||
2013 | 2012 | 2011 | 2013 vs 2012 | 2012 vs 2011 | |||||||||||||
Segment operating income1 | $ | 662.1 | $ | 700.2 | $ | 728.8 | (5.4 | )% | (3.9 | )% | |||||||
Operating margin1 | 11.4 | % | 12.2 | % | 12.4 | % |
Year ended December 31, 2012 | Components of Change | Year ended December 31, 2013 | Change | ||||||||||||||||||||||
Foreign Currency | Net Acquisitions/ (Divestitures) | Organic | Organic | Total | |||||||||||||||||||||
Consolidated | $ | 1,227.7 | $ | (7.2 | ) | $ | 9.9 | $ | 96.3 | $ | 1,326.7 | 7.8 | % | 8.1 | % | ||||||||||
Domestic | 782.8 | 0.0 | 0.0 | 95.8 | 878.6 | 12.2 | % | 12.2 | % | ||||||||||||||||
International | 444.9 | (7.2 | ) | 9.9 | 0.5 | 448.1 | 0.1 | % | 0.7 | % |
Year ended December 31, 2011 | Components of Change | Year ended December 31, 2012 | Change | ||||||||||||||||||||||
Foreign Currency | Net Acquisitions/ (Divestitures) | Organic | Organic | Total | |||||||||||||||||||||
Consolidated | $ | 1,122.8 | $ | (8.9 | ) | $ | 22.0 | $ | 91.8 | $ | 1,227.7 | 8.2 | % | 9.3 | % | ||||||||||
Domestic | 756.7 | 0.0 | 0.0 | 26.1 | 782.8 | 3.4 | % | 3.4 | % | ||||||||||||||||
International | 366.1 | (8.9 | ) | 22.0 | 65.7 | 444.9 | 17.9 | % | 21.5 | % |
Years ended December 31, | Change | ||||||||||||||||
2013 | 2012 | 2011 | 2013 vs 2012 | 2012 vs 2011 | |||||||||||||
Segment operating income1 | $ | 137.6 | $ | 114.2 | $ | 101.4 | 20.5 | % | 12.6 | % | |||||||
Operating margin1 | 10.4 | % | 9.3 | % | 9.0 | % |
Years ended December 31, | |||||||||||
Cash Flow Data | 2013 | 2012 | 2011 | ||||||||
Net income, adjusted to reconcile net income to net cash provided by operating activities 1 | $ | 598.4 | $ | 697.2 | $ | 735.7 | |||||
Net cash used in working capital ² | (9.6 | ) | (293.2 | ) | (359.4 | ) | |||||
Changes in other non-current assets and liabilities using cash | 4.1 | (46.8 | ) | (102.8 | ) | ||||||
Net cash provided by operating activities | $ | 592.9 | $ | 357.2 | $ | 273.5 | |||||
Net cash used in investing activities | (224.5 | ) | (210.2 | ) | (58.8 | ) | |||||
Net cash (used in) provided by financing activities | (1,212.3 | ) | 131.3 | (541.0 | ) |
1 | Reflects net income adjusted primarily for depreciation and amortization of fixed assets and intangible assets, amortization of restricted stock and other non-cash compensation, non-cash loss related to early extinguishment of debt, and deferred income taxes. |
2 | Reflects changes in accounts receivable, expenditures billable to clients, other current assets, accounts payable and accrued liabilities. |
December 31, | |||||||
Balance Sheet Data | 2013 | 2012 | |||||
Cash, cash equivalents and marketable securities | $1,642.1 | $2,590.8 | |||||
Short-term borrowings | $179.1 | $172.1 | |||||
Current portion of long-term debt | 353.6 | 216.6 | |||||
Long-term debt | 1,129.8 | 2,060.8 | |||||
Total debt | $ | 1,662.5 | $ | 2,449.5 |
• | Debt service – Our $350.0 in aggregate principal amount of the 6.25% Senior Unsecured Notes due 2014 mature on November 15, 2014. The remainder of our debt is primarily long-term, with maturities scheduled through 2023. See the table below for the maturity schedule of our long-term debt. |
• | Acquisitions – We paid cash of $60.6, which was net of cash acquired of $7.1, for acquisitions completed in 2013. We also paid cash of $30.5 related to acquisitions made in prior years. In addition to potential cash expenditures for new |
• | Dividends – During 2013, we paid cash dividends of $0.30 per share on our common stock, which corresponded to an aggregate dividend payment of $126.0. On February 14, 2014, we announced that our Board of Directors (the "Board") had declared a common stock cash dividend of $0.095 per share, payable on March 17, 2014 to holders of record as of the close of business on March 3, 2014. Assuming a quarterly dividend of $0.095 per share and no significant change in the number of outstanding shares as of December 31, 2013, we expect to pay approximately $161.0 in 2014. On October 17, 2013, we converted all of our Series B Cumulative Convertible Perpetual Preferred Stock and we will no longer be required to pay annual preferred stock dividends of $11.6. Assuming we continue to pay common stock dividends at our current rate, our common stock dividends over the next twelve months would include $6.6 related to the common shares issued as a result of the conversion. |
• | Restructuring – We paid cash of approximately $11 in connection with restructuring actions we have taken through December 31, 2013. We expect to make cash payments of approximately $45, in 2014, with remaining cash payments to be made through 2017. |
• | Contributions to pension plans – Our funding policy regarding our pension plans is to make contributions necessary to satisfy minimum pension funding requirements, plus such additional contributions as we consider appropriate to improve the plans’ funded status. During 2013, we contributed $0.5 and $18.3 of cash to our domestic and foreign pension plans, respectively. For 2014, we expect to contribute approximately $3.0 and $25.0 of cash to our domestic and foreign pension plans, respectively. |
Years ended December 31, | Thereafter | Total | |||||||||||||||||||||||||
2014 | 2015 | 2016 | 2017 | 2018 | |||||||||||||||||||||||
Long-term debt 1 | $ | 353.6 | $ | 2.2 | $ | 2.3 | $ | 301.7 | $ | 24.8 | $ | 798.8 | $ | 1,483.4 | |||||||||||||
Interest payments on long-term debt 1 | 56.8 | 37.8 | 37.8 | 36.6 | 28.8 | 128.8 | 326.6 | ||||||||||||||||||||
Non-cancelable operating lease obligations 2 | 310.6 | 288.4 | 245.3 | 201.3 | 180.2 | 702.7 | 1,928.5 | ||||||||||||||||||||
Contingent acquisition payments 3 | 38.1 | 83.3 | 61.3 | 25.1 | 15.5 | 15.8 | 239.1 | ||||||||||||||||||||
Uncertain tax positions 4 | 10.5 | 57.6 | 66.4 | 60.7 | 5.2 | 18.8 | 219.2 | ||||||||||||||||||||
Total | $ | 769.6 | $ | 469.3 | $ | 413.1 | $ | 625.4 | $ | 254.5 | $ | 1,664.9 | $ | 4,196.8 |
1 | Amounts represent maturity at par and interest payments based on contractual obligations. We may redeem all or some of the 2.25% Notes, the 3.75% Notes and the 4.00% Notes at the greater of the principal amount of the notes to be redeemed and a "make-whole" amount, plus, in either case, accrued and unpaid interest to the date of redemption. The interest payments on long-term debt noted above are expected to decrease as a result of the maturity of certain notes in 2014. |
2 | Non-cancelable operating lease obligations are presented net of future receipts on contractual sublease arrangements. |
3 | We have structured certain acquisitions with additional contingent purchase price obligations based on the future performance of the acquired entity. See Note 5 and Note 15 to the Consolidated Financial Statements for further information. |
4 | The amounts presented are an estimate due to inherent uncertainty of tax settlements, including the ability to offset liabilities with tax loss carryforwards. |
December 31, 2013 | |||||||||||||||
Total Facility | Amount Outstanding | Letters of Credit 1 | Total Available | ||||||||||||
Cash, cash equivalents and marketable securities | $ | 1,642.1 | |||||||||||||
Committed credit agreement | $ | 1,000.0 | $ | 0.0 | $ | 14.3 | $ | 985.7 | |||||||
Uncommitted credit arrangements | $ | 700.2 | $ | 179.1 | $ | 4.2 | $ | 516.9 |
1 | We are required from time to time to post letters of credit, primarily to support obligations of our subsidiaries. These letters of credit historically have not been drawn upon. |
Four Quarters Ended | Four Quarters Ended | |||||
Financial Covenants | December 31, 2013 | EBITDA Reconciliation | December 31, 2013 | |||
Interest coverage ratio (not less than) | 5.00x | Operating income | $ | 598.3 | ||
Actual interest coverage ratio | 8.51x | Add: | ||||
Depreciation and amortization | 200.5 | |||||
Leverage ratio (not greater than) | 3.25x | Other non-cash amounts | 1.7 | |||
Actual leverage ratio | 2.08x | EBITDA 1 | $ | 800.5 |
1 | EBITDA is calculated as defined in the Credit Agreement. |
Moody’s Investor Service | Standard and Poor’s | Fitch Ratings | |||
Rating | Baa3 | BB+ | BBB | ||
Outlook | Stable | Stable | Stable |
2013 Impairment Test | 2012 Impairment Test | |||||||||||||
Reporting Unit | Goodwill | Fair value exceeds carrying value by: | Reporting Unit | Goodwill | Fair value exceeds carrying value by: | |||||||||
A | $ | 583.4 | > 25% | A | $ | 450.2 | > 60% | |||||||
B | $ | 496.1 | > 660% | B | $ | 1,090.3 | > 45% | |||||||
C | $ | 209.1 | > 35% | |||||||||||
D | $ | 25.8 | > 255% | |||||||||||
E | $ | 197.3 | > 30% | |||||||||||
F | $ | 182.1 | > 50% | |||||||||||
G | $ | 66.8 | > 10% |
2013 Impairment Test | 2012 Impairment Test | |||||||||||||||||
Reporting Unit | Goodwill | Fair value exceeds carrying value by: | Reporting Unit | Goodwill | Fair value exceeds carrying value by: | |||||||||||||
Low | High | Low | High | |||||||||||||||
A | $ | 583.4 | > 15% | > 30% | A | $ | 450.2 | > 25% | > 95% | |||||||||
B | $ | 496.1 | > 600% | > 700% | B | $ | 1,090.3 | > 35% | > 55% | |||||||||
C | $ | 209.1 | > 30% | > 40% | ||||||||||||||
D | $ | 25.8 | > 240% | > 275% | ||||||||||||||
E | $ | 197.3 | > 20% | > 35% | ||||||||||||||
F | $ | 182.1 | > 40% | > 60% | ||||||||||||||
G | $ | 66.8 | > 2% | > 20% |
Item 7A. | Quantitative and Qualitative Disclosures About Market Risk |
Increase/(Decrease) in Fair Market Value | |||||||
As of December 31, | 10% Increase in Interest Rates | 10% Decrease in Interest Rates | |||||
2013 | $ | (26.9 | ) | $ | 27.9 | ||
2012 | (27.5 | ) | 28.4 |
Item 8. | Financial Statements and Supplementary Data |
Page | |
Report of Independent Registered Public Accounting Firm | |
Consolidated Statements of Operations for the years ended December 31, 2013, 2012 and 2011 | |
Consolidated Statements of Comprehensive Income for the years ended December 31, 2013, 2012 and 2011 | |
Consolidated Balance Sheets as of December 31, 2013 and 2012 | |
Consolidated Statements of Cash Flows for the years ended December 31, 2013, 2012 and 2011 | |
Consolidated Statements of Stockholders' Equity for the years ended December 31, 2013, 2012 and 2011 | |
Notes to Consolidated Financial Statements | |
1. Summary of Significant Accounting Policies | |
2. Debt and Credit Arrangements | |
3. Convertible Preferred Stock | |
4. Earnings Per Share | |
5. Acquisitions | |
6. Supplementary Data | |
7. Intangible Assets | |
8. Income Taxes | |
9. Restructuring and Other Reorganization-Related Charges (Reversals), Net | |
10. Accumulated Other Comprehensive Loss, Net of Tax | |
11. Incentive Compensation Plans | |
12. Fair Value Measurements | |
13. Employee Benefits | |
14. Segment Information | |
15. Commitments and Contingencies | |
16. Recent Accounting Standards | |
17. Results by Quarter (Unaudited) | |
18. Subsequent Events |
Years ended December 31, | |||||||||||
2013 | 2012 | 2011 | |||||||||
REVENUE | $ | 7,122.3 | $ | 6,956.2 | $ | 7,014.6 | |||||
OPERATING EXPENSES: | |||||||||||
Salaries and related expenses | 4,545.5 | 4,391.9 | 4,402.1 | ||||||||
Office and general expenses | 1,917.9 | 1,887.2 | 1,924.3 | ||||||||
Restructuring and other reorganization-related charges (reversals), net | 60.6 | (1.2 | ) | 1.0 | |||||||
Total operating expenses | 6,524.0 | 6,277.9 | 6,327.4 | ||||||||
OPERATING INCOME | 598.3 | 678.3 | 687.2 | ||||||||
EXPENSES AND OTHER INCOME: | |||||||||||
Interest expense | (122.7 | ) | (133.5 | ) | (136.8 | ) | |||||
Interest income | 24.7 | 29.5 | 37.8 | ||||||||
Other (expense) income, net | (32.3 | ) | 100.5 | 150.2 | |||||||
Total (expenses) and other income | (130.3 | ) | (3.5 | ) | 51.2 | ||||||
Income before income taxes | 468.0 | 674.8 | 738.4 | ||||||||
Provision for income taxes | 181.2 | 213.3 | 190.2 | ||||||||
Income of consolidated companies | 286.8 | 461.5 | 548.2 | ||||||||
Equity in net income of unconsolidated affiliates | 2.1 | 3.1 | 3.3 | ||||||||
NET INCOME | 288.9 | 464.6 | 551.5 | ||||||||
Net income attributable to noncontrolling interests | (21.0 | ) | (17.9 | ) | (19.2 | ) | |||||
NET INCOME ATTRIBUTABLE TO IPG | 267.9 | 446.7 | 532.3 | ||||||||
Dividends on preferred stock | (8.7 | ) | (11.6 | ) | (11.6 | ) | |||||
NET INCOME AVAILABLE TO IPG COMMON STOCKHOLDERS | $ | 259.2 | $ | 435.1 | $ | 520.7 | |||||
Earnings per share available to IPG common stockholders: | |||||||||||
Basic | $ | 0.62 | $ | 1.01 | $ | 1.12 | |||||
Diluted | $ | 0.61 | $ | 0.94 | $ | 0.99 | |||||
Weighted-average number of common shares outstanding: | |||||||||||
Basic | 421.1 | 432.5 | 465.5 | ||||||||
Diluted | 429.6 | 481.4 | 540.6 | ||||||||
Dividends declared per common share | $ | 0.30 | $ | 0.24 | $ | 0.24 |
Years ended December 31, | |||||||||||
2013 | 2012 | 2011 | |||||||||
NET INCOME | $ | 288.9 | $ | 464.6 | $ | 551.5 | |||||
OTHER COMPREHENSIVE INCOME | |||||||||||
Foreign currency translation adjustments | (116.9 | ) | 9.7 | (92.1 | ) | ||||||
Income tax effect | (0.6 | ) | 0.0 | 0.0 | |||||||
(117.5 | ) | 9.7 | (92.1 | ) | |||||||
Available-for-sale securities: | |||||||||||
Changes in market value of available-for-sale securities | 0.8 | 0.4 | (0.1 | ) | |||||||
Less: recognition of previously unrealized (gains) losses included in net income | (1.4 | ) | 0.7 | 0.3 | |||||||
Income tax effect | 0.2 | (0.5 | ) | 0.0 | |||||||
(0.4 | ) | 0.6 | 0.2 | ||||||||
Derivative instruments: | |||||||||||
Changes in fair value of derivative instruments | 0.0 | (21.9 | ) | 0.0 | |||||||
Less: recognition of previously unrealized losses included in net income | 1.7 | 0.3 | 0.0 | ||||||||
Income tax effect | (0.7 | ) | 8.9 | 0.0 | |||||||
1.0 | (12.7 | ) | 0.0 | ||||||||
Defined benefit pension and other postretirement plans: | |||||||||||
Net actuarial losses for the period | (20.6 | ) | (67.9 | ) | (25.7 | ) | |||||
Less: amortization of unrecognized losses, transition obligation and prior service cost included in net income | 10.8 | 7.7 | 7.5 | ||||||||
Less: settlement and curtailment (gains) losses included in net income | (0.1 | ) | 0.7 | 0.0 | |||||||
Other | 1.0 | (3.4 | ) | 2.4 | |||||||
Income tax effect | (1.3 | ) | 1.9 | (1.5 | ) | ||||||
(10.2 | ) | (61.0 | ) | (17.3 | ) | ||||||
Other comprehensive loss, net of tax | (127.1 | ) | (63.4 | ) | (109.2 | ) | |||||
TOTAL COMPREHENSIVE INCOME | 161.8 | 401.2 | 442.3 | ||||||||
Less: comprehensive income attributable to noncontrolling interest | 17.1 | 16.8 | 16.7 | ||||||||
COMPREHENSIVE INCOME ATTRIBUTABLE TO IPG | $ | 144.7 | $ | 384.4 | $ | 425.6 |
December 31, 2013 | December 31, 2012 | ||||||
ASSETS: | |||||||
Cash and cash equivalents | $ | 1,636.8 | $ | 2,574.8 | |||
Marketable securities | 5.3 | 16.0 | |||||
Accounts receivable, net of allowance of $64.9 and $59.0 | 4,565.4 | 4,496.6 | |||||
Expenditures billable to clients | 1,536.4 | 1,318.8 | |||||
Other current assets | 340.1 | 332.1 | |||||
Total current assets | 8,084.0 | 8,738.3 | |||||
Furniture, equipment and leasehold improvements, net | 540.0 | 504.8 | |||||
Deferred income taxes | 144.0 | 160.5 | |||||
Goodwill | 3,629.0 | 3,580.6 | |||||
Other non-current assets | 508.0 | 509.7 | |||||
TOTAL ASSETS | $ | 12,905.0 | $ | 13,493.9 | |||
LIABILITIES: | |||||||
Accounts payable | $ | 6,914.2 | $ | 6,584.8 | |||
Accrued liabilities | 718.4 | 728.2 | |||||
Short-term borrowings | 179.1 | 172.1 | |||||
Current portion of long-term debt | 353.6 | 216.6 | |||||
Total current liabilities | 8,165.3 | 7,701.7 | |||||
Long-term debt | 1,129.8 | 2,060.8 | |||||
Deferred compensation | 514.3 | 489.0 | |||||
Other non-current liabilities | 595.7 | 558.6 | |||||
TOTAL LIABILITIES | 10,405.1 | 10,810.1 | |||||
Commitments and contingencies (see Note 15) | |||||||
Redeemable noncontrolling interests (see Note 5) | 249.1 | 227.2 | |||||
STOCKHOLDERS’ EQUITY: | |||||||
Preferred stock, no par value, shares authorized: 20.0 Series B shares issued and outstanding: 2013 – 0.0; 2012 – 0.2 | 0.0 | 221.5 | |||||
Common stock, $0.10 par value, shares authorized: 800.0 shares issued: 2013 – 532.3; 2012 – 492.0 shares outstanding: 2013 – 424.5; 2012 – 417.5 | 53.0 | 48.8 | |||||
Additional paid-in capital | 2,975.2 | 2,465.4 | |||||
Retained earnings | 864.5 | 738.3 | |||||
Accumulated other comprehensive loss, net of tax | (411.2 | ) | (288.0 | ) | |||
3,481.5 | 3,186.0 | ||||||
Less: Treasury stock, at cost: 2013 - 107.8 shares; 2012 - 74.6 shares | (1,266.3 | ) | (765.4 | ) | |||
Total IPG stockholders’ equity | 2,215.2 | 2,420.6 | |||||
Noncontrolling interests | 35.6 | 36.0 | |||||
TOTAL STOCKHOLDERS’ EQUITY | 2,250.8 | 2,456.6 | |||||
TOTAL LIABILITIES AND EQUITY | $ | 12,905.0 | $ | 13,493.9 |
Years ended December 31, | |||||||||||
2013 | 2012 | 2011 | |||||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | |||||||||||
Net income | $ | 288.9 | $ | 464.6 | $ | 551.5 | |||||
Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
Depreciation and amortization of fixed assets and intangible assets | 157.4 | 147.7 | 150.9 | ||||||||
Provision for uncollectible receivables | 12.6 | 16.3 | 10.4 | ||||||||
Amortization of restricted stock and other non-cash compensation | 43.1 | 44.5 | 51.7 | ||||||||
Net amortization of bond discounts (premiums) and deferred financing costs | 8.6 | 1.8 | (8.7 | ) | |||||||
Non-cash loss related to early extinguishment of debt | 15.2 | 0.0 | 0.0 | ||||||||
Deferred income tax provision | 69.4 | 103.6 | 83.9 | ||||||||
Gain on sale of an investment | 0.0 | (93.6 | ) | (132.2 | ) | ||||||
Other | 3.2 | 12.3 | 28.2 | ||||||||
Changes in assets and liabilities, net of acquisitions and dispositions, providing cash | |||||||||||
Accounts receivable | (157.1 | ) | (44.7 | ) | (219.2 | ) | |||||
Expenditures billable to clients | (241.5 | ) | (73.8 | ) | (39.2 | ) | |||||
Other current assets | (11.3 | ) | 3.5 | (42.0 | ) | ||||||
Accounts payable | 417.7 | (120.4 | ) | (62.9 | ) | ||||||
Accrued liabilities | (17.4 | ) | (57.8 | ) | 3.9 | ||||||
Other non-current assets and liabilities | 4.1 | (46.8 | ) | (102.8 | ) | ||||||
Net cash provided by operating activities | 592.9 | 357.2 | 273.5 | ||||||||
CASH FLOWS FROM INVESTING ACTIVITIES: | |||||||||||
Capital expenditures | (173.0 | ) | (169.2 | ) | (140.3 | ) | |||||
Acquisitions, including deferred payments, net of cash acquired | (61.5 | ) | (145.5 | ) | (63.1 | ) | |||||
Proceeds from the sale of an investment | 0.0 | 94.8 | 133.5 | ||||||||
Other investing activities | 10.0 | 9.7 | 11.1 | ||||||||
Net cash used in investing activities | (224.5 | ) | (210.2 | ) | (58.8 | ) | |||||
CASH FLOWS FROM FINANCING ACTIVITIES: | |||||||||||
Purchase of long-term debt | (602.4 | ) | (401.5 | ) | (38.9 | ) | |||||
Proceeds from issuance of long-term debt | 0.0 | 1,044.6 | 0.0 | ||||||||
Repurchase of common stock | (481.8 | ) | (350.5 | ) | (400.8 | ) | |||||
Common stock dividends | (126.0 | ) | (103.4 | ) | (111.1 | ) | |||||
Exercise of stock options | 47.4 | 10.8 | 12.0 | ||||||||
Acquisition-related payments | (27.6 | ) | (37.1 | ) | (71.5 | ) | |||||
Net increase in short term bank borrowings | 5.4 | 12.6 | 42.5 | ||||||||
Distributions to noncontrolling interests | (14.9 | ) | (17.0 | ) | (23.0 | ) | |||||
Preferred stock dividends | (11.6 | ) | (11.6 | ) | (11.6 | ) | |||||
Excess tax benefit on share-based compensation | 0.0 | 15.0 | 8.4 | ||||||||
Other financing activities | (0.8 | ) | (30.6 | ) | 53.0 | ||||||
Net cash (used in) provided by financing activities | (1,212.3 | ) | 131.3 | (541.0 | ) | ||||||
Effect of foreign exchange rate changes on cash and cash equivalents | (94.1 | ) | (6.2 | ) | (46.7 | ) | |||||
Net (decrease) increase in cash and cash equivalents | (938.0 | ) | 272.1 | (373.0 | ) | ||||||
Cash and cash equivalents at beginning of period | 2,574.8 | 2,302.7 | 2,675.7 | ||||||||
Cash and cash equivalents at end of period | $ | 1,636.8 | $ | 2,574.8 | $ | 2,302.7 |
Preferred Stock | Common Stock | Additional Paid-In Capital | Retained Earnings (Accumulated Deficit) | Accumulated Other Comprehensive Loss, Net of Tax | Treasury Stock | Total IPG Stockholders’ Equity | Noncontrolling Interests | Total Stockholders’ Equity | ||||||||||||||||||||||||||||||
Shares | Amount | |||||||||||||||||||||||||||||||||||||
Balance at December 31, 2010 | $ | 221.5 | 489.5 | $ | 47.5 | $ | 2,456.8 | $ | (63.7 | ) | $ | (119.0 | ) | $ | (14.1 | ) | $ | 2,529.0 | $ | 37.9 | $ | 2,566.9 | ||||||||||||||||
Net income | 532.3 | 532.3 | 19.2 | 551.5 | ||||||||||||||||||||||||||||||||||
Other comprehensive loss | (106.7 | ) | (106.7 | ) | (2.5 | ) | (109.2 | ) | ||||||||||||||||||||||||||||||
Reclassifications related to redeemable noncontrolling interests | 2.7 | 2.7 | 7.7 | 10.4 | ||||||||||||||||||||||||||||||||||
Noncontrolling interest transactions | 0.4 | 0.6 | 1.0 | (2.6 | ) | (1.6 | ) | |||||||||||||||||||||||||||||||
Distributions to noncontrolling interests | (23.0 | ) | (23.0 | ) | ||||||||||||||||||||||||||||||||||
Change in redemption value of redeemable noncontrolling interests | (10.6 | ) | (3.5 | ) | (14.1 | ) | (14.1 | ) | ||||||||||||||||||||||||||||||
Repurchase of common stock | (400.8 | ) | (400.8 | ) | (400.8 | ) | ||||||||||||||||||||||||||||||||
Common stock dividends | (56.8 | ) | (54.3 | ) | (111.1 | ) | (111.1 | ) | ||||||||||||||||||||||||||||||
Preferred stock dividends | (5.8 | ) | (5.8 | ) | (11.6 | ) | (11.6 | ) | ||||||||||||||||||||||||||||||
Stock-based compensation | 1.5 | 0.8 | 47.9 | 48.7 | 48.7 | |||||||||||||||||||||||||||||||||
Exercise of stock options | 1.3 | 0.1 | 11.9 | 12.0 | 12.0 | |||||||||||||||||||||||||||||||||
Shares withheld for taxes | (0.9 | ) | (0.2 | ) | (26.8 | ) | (27.0 | ) | (27.0 | ) | ||||||||||||||||||||||||||||
Excess tax benefit from stock-based compensation | 8.4 | 8.4 | 8.4 | |||||||||||||||||||||||||||||||||||
Other | (0.6 | ) | (0.5 | ) | (1.1 | ) | (1.1 | ) | (2.2 | ) | ||||||||||||||||||||||||||||
Balance at December 31, 2011 | $ | 221.5 | 491.4 | $ | 48.2 | $ | 2,427.5 | $ | 405.1 | $ | (225.7 | ) | $ | (414.9 | ) | $ | 2,461.7 | $ | 35.6 | $ | 2,497.3 | |||||||||||||||||
Net income | 446.7 | 446.7 | 17.9 | 464.6 | ||||||||||||||||||||||||||||||||||
Other comprehensive loss | (62.3 | ) | (62.3 | ) | (1.1 | ) | (63.4 | ) | ||||||||||||||||||||||||||||||
Reclassifications related to redeemable noncontrolling interests | 12.0 | 12.0 | (1.1 | ) | 10.9 | |||||||||||||||||||||||||||||||||
Noncontrolling interest transactions | (2.2 | ) | (2.2 | ) | ||||||||||||||||||||||||||||||||||
Distributions to noncontrolling interests | (17.0 | ) | (17.0 | ) | ||||||||||||||||||||||||||||||||||
Change in redemption value of redeemable noncontrolling interests | 2.7 | 2.7 | 2.7 | |||||||||||||||||||||||||||||||||||
Repurchase of common stock | (350.5 | ) | (350.5 | ) | (350.5 | ) | ||||||||||||||||||||||||||||||||
Common stock dividends | (103.4 | ) | (103.4 | ) | (103.4 | ) | ||||||||||||||||||||||||||||||||
Preferred stock dividends | (11.6 | ) | (11.6 | ) | (11.6 | ) | ||||||||||||||||||||||||||||||||
Stock-based compensation | 1.6 | 0.7 | 31.3 | 32.0 | 32.0 | |||||||||||||||||||||||||||||||||
Exercise of stock options | 1.1 | 0.1 | 10.8 | 10.9 | 10.9 | |||||||||||||||||||||||||||||||||
Shares withheld for taxes | (2.1 | ) | (0.2 | ) | (23.5 | ) | (23.7 | ) | (23.7 | ) | ||||||||||||||||||||||||||||
Excess tax benefit from stock-based compensation | 14.8 | 14.8 | 14.8 | |||||||||||||||||||||||||||||||||||
Other | (7.5 | ) | (1.2 | ) | (8.7 | ) | 3.9 | (4.8 | ) | |||||||||||||||||||||||||||||
Balance at December 31, 2012 | $ | 221.5 | 492.0 | $ | 48.8 | $ | 2,465.4 | $ | 738.3 | $ | (288.0 | ) | $ | (765.4 | ) | $ | 2,420.6 | $ | 36.0 | $ | 2,456.6 |
Preferred Stock | Common Stock | Additional Paid-In Capital | Retained Earnings (Accumulated Deficit) | Accumulated Other Comprehensive Loss, Net of Tax | Treasury Stock | Total IPG Stockholders’ Equity | Noncontrolling Interests | Total Stockholders’ Equity | ||||||||||||||||||||||||||||||
Shares | Amount | |||||||||||||||||||||||||||||||||||||
Balance at December 31, 2012 | $ | 221.5 | 492.0 | $ | 48.8 | $ | 2,465.4 | $ | 738.3 | $ | (288.0 | ) | $ | (765.4 | ) | $ | 2,420.6 | $ | 36.0 | $ | 2,456.6 | |||||||||||||||||
Net income | 267.9 | 267.9 | 21.0 | 288.9 | ||||||||||||||||||||||||||||||||||
Other comprehensive loss | (123.2 | ) | (123.2 | ) | (3.9 | ) | (127.1 | ) | ||||||||||||||||||||||||||||||
Reclassifications related to redeemable noncontrolling interests | 0.2 | 0.2 | (4.6 | ) | (4.4 | ) | ||||||||||||||||||||||||||||||||
Noncontrolling interest transactions | (0.1 | ) | (0.1 | ) | 1.1 | 1.0 | ||||||||||||||||||||||||||||||||
Distributions to noncontrolling interests | (14.9 | ) | (14.9 | ) | ||||||||||||||||||||||||||||||||||
Change in redemption value of redeemable noncontrolling interests | (6.2 | ) | (6.2 | ) | (6.2 | ) | ||||||||||||||||||||||||||||||||
Repurchase of common stock | (481.8 | ) | (481.8 | ) | (481.8 | ) | ||||||||||||||||||||||||||||||||
Common stock dividends | (126.0 | ) | (126.0 | ) | (126.0 | ) | ||||||||||||||||||||||||||||||||
Preferred stock dividends | (8.7 | ) | (8.7 | ) | (8.7 | ) | ||||||||||||||||||||||||||||||||
Conversion of convertible notes to common stock | 16.9 | 1.7 | 198.3 | 200.0 | 200.0 | |||||||||||||||||||||||||||||||||
Capped call transaction | 19.1 | (19.1 | ) | 0.0 | 0.0 | |||||||||||||||||||||||||||||||||
Conversion of preferred stock to common stock | (221.5 | ) | 17.3 | 1.7 | 219.8 | 0.0 | 0.0 | |||||||||||||||||||||||||||||||
Stock-based compensation | 2.4 | 0.5 | 43.1 | 43.6 | 43.6 | |||||||||||||||||||||||||||||||||
Exercise of stock options | 5.2 | 0.5 | 47.4 | 47.9 | 47.9 | |||||||||||||||||||||||||||||||||
Shares withheld for taxes | (1.5 | ) | (0.2 | ) | (19.9 | ) | (20.1 | ) | (20.1 | ) | ||||||||||||||||||||||||||||
Other | 1.9 | (0.8 | ) | 1.1 | 0.9 | 2.0 | ||||||||||||||||||||||||||||||||
Balance at December 31, 2013 | $ | 0.0 | 532.3 | $ | 53.0 | $ | 2,975.2 | $ | 864.5 | $ | (411.2 | ) | $ | (1,266.3 | ) | $ | 2,215.2 | $ | 35.6 | $ | 2,250.8 |
• | Fees are generally recognized as earned based on the proportional performance input method of revenue recognition in situations where our fee is reconcilable to the actual hours incurred to service the client as detailed in a contractual staffing plan, where the fee is earned on a per hour basis or where actual hours incurred are provided to the client on a periodic basis (whether or not the fee is reconcilable), with the amount of revenue recognized in these situations limited to the amount realizable under the client contract. We believe an input-based measure (the ‘hour’) is appropriate in situations where the client arrangement essentially functions as a time and out-of-pocket expense contract and the client receives the benefit of the services provided throughout the contract term. |
• | Fees are recognized on a straight-line or monthly basis when service is provided essentially on a pro-rata basis and the terms of the contract support monthly basis accounting. |
• | Certain fees (such as for major marketing events) are deferred until contract completion if the final act is so significant in relation to the service transaction taken as a whole or if any of the terms of the contract do not otherwise qualify for proportional performance or monthly basis recognition. Fees may also be deferred and recognized upon delivery of a project if the terms of the client contract identify individual discrete projects. |
Effective Interest Rate | December 31, | |||||||||||||||||
2013 | 2012 | |||||||||||||||||
Book Value | Fair Value 1 | Book Value | Fair Value | |||||||||||||||
6.25% Senior Unsecured Notes due 2014 (less unamortized discount of $0.1) | 6.29 | % | $ | 351.3 | $ | 365.6 | $ | 352.8 | $ | 372.6 | ||||||||
2.25% Senior Notes due 2017 (less unamortized discount of $0.6) | 2.30 | % | 299.4 | 293.0 | 299.3 | 297.8 | ||||||||||||
4.00% Senior Notes due 2022 (less unamortized discount of $2.6) | 4.13 | % | 247.4 | 241.6 | 247.1 | 258.7 | ||||||||||||
3.75% Senior Notes due 2023 (less unamortized discount of $1.4) | 4.32 | % | 498.6 | 467.3 | 498.5 | 499.7 | ||||||||||||
10.00% Senior Unsecured Notes due 2017 | 0.0 | 0.0 | 591.9 | 660.8 | ||||||||||||||
4.75% Convertible Senior Notes due 2023 | 0.0 | 0.0 | 200.5 | 202.8 | ||||||||||||||
Other notes payable and capitalized leases | 86.7 | 87.8 | 87.3 | 90.8 | ||||||||||||||
Total long-term debt | 1,483.4 | 2,277.4 | ||||||||||||||||
Less: current portion 2 | 353.6 | 216.6 | ||||||||||||||||
Long-term debt, excluding current portion | $ | 1,129.8 | $ | 2,060.8 |
1 | See Note 12 for information on the fair value measurement of our long-term debt. |
2 | We included our 6.25% Senior Unsecured Notes due 2014 (the "6.25% Notes") in the current portion of long-debt on our December 31, 2013 Consolidated Balance Sheet because the 6.25% Notes are scheduled to mature on November 15, 2014. We included our 4.75% Convertible Senior Notes due 2023 (the "4.75% Notes") in the current portion of long-term debt on our December 31, 2012 Consolidated Balance Sheet because holders of the 4.75% Notes had an option to require us to repurchase their Notes for cash, stock, or a combination, at our election, at par on March 15, 2013. The 4.75% Notes were retired in the first quarter of 2013. |
2014 | $ | 353.6 | |
2015 | 2.2 | ||
2016 | 2.3 | ||
2017 | 301.7 | ||
2018 | 24.8 | ||
Thereafter | 798.8 | ||
Total long-term debt | $ | 1,483.4 |
December 31, | ||||||||||||||||||||||||||||||||
2013 | 2012 | |||||||||||||||||||||||||||||||
Total Facility | Amount Outstanding | Letters of Credit | Total Available | Total Facility | Amount Outstanding | Letters of Credit | Total Available | |||||||||||||||||||||||||
Committed credit agreement | $ | 1,000.0 | $ | 0.0 | $ | 14.3 | $ | 985.7 | $ | 1,000.0 | $ | 0.0 | $ | 15.1 | $ | 984.9 | ||||||||||||||||
Uncommitted credit agreements | $ | 700.2 | $ | 179.1 | $ | 4.2 | $ | 516.9 | $ | 317.2 | $ | 172.1 | $ | 3.3 | $ | 141.8 |
Interest coverage ratio (not less than): 1 | 5.00x | |
Leverage ratio (not greater than): 2 | 3.25x |
1 | The interest coverage ratio is defined as EBITDA, as defined in the Credit Agreement, to net interest expense plus cash dividends on convertible preferred stock for the four quarters then ended. |
2 | The leverage ratio is defined as debt as of the last day of such fiscal quarter to EBITDA, as defined in the Credit Agreement, for the four quarters then ended. |
Years ended December 31, | |||||||||||
2013 | 2012 | 2011 | |||||||||
Net income available to IPG common stockholders - basic | $ | 259.2 | $ | 435.1 | $ | 520.7 | |||||
Adjustments: Effect of dilutive securities | |||||||||||
Interest on 4.25% Notes 1 | 0.0 | 0.3 | 1.4 | ||||||||
Interest on 4.75% Notes 1 | 0.8 | 4.1 | 4.1 | ||||||||
Dividends on preferred stock | 0.0 | 11.6 | 11.6 | ||||||||
Net income available to IPG common stockholders - diluted | $ | 260.0 | $ | 451.1 | $ | 537.8 | |||||
Weighted-average number of common shares outstanding - basic | 421.1 | 432.5 | 465.5 | ||||||||
Add: Effect of dilutive securities | |||||||||||
Restricted stock, stock options and other equity awards | 5.2 | 7.2 | 9.1 | ||||||||
4.25% Notes 1 | 0.0 | 7.9 | 33.0 | ||||||||
4.75% Notes 1 | 3.3 | 16.9 | 16.5 | ||||||||
Preferred stock outstanding 2 | 0.0 | 16.9 | 16.5 | ||||||||
Weighted-average number of common shares outstanding - diluted | 429.6 | 481.4 | 540.6 | ||||||||
Earnings per share available to IPG common stockholders - basic | $ | 0.62 | $ | 1.01 | $ | 1.12 | |||||
Earnings per share available to IPG common stockholders - diluted | $ | 0.61 | $ | 0.94 | $ | 0.99 |
1 | We retired all of our outstanding 4.75% Notes and 4.25% Notes in March 2013 and March 2012, respectively. See Note 2 for further information. For purposes of calculating diluted earnings per share for 2013 and 2012, the potentially dilutive shares are pro-rated based on the period they were outstanding. |
2 | We converted all of our Series B Preferred Stock into common stock in October 2013. See Note 3 for further information. For purposes of calculating diluted earnings per share for 2013, the potentially dilutive shares would have been pro-rated based on the period they were outstanding but were antidilutive. |
Years ended December 31, | ||||||||
2013 | 2012 | 2011 | ||||||
Preferred Stock Outstanding 1 | 13.7 | 0.0 | 0.0 | |||||
Securities excluded from the diluted earnings per share calculation because the exercise price was greater than the average market price: | ||||||||
Stock options 2 | 0.1 | 6.6 | 8.9 |
1 | We converted all of our Series B Preferred Stock into common stock in October 2013. See Note 3 for further information. For purposes of calculating diluted earnings per share for 2013, the potentially dilutive shares would have been pro-rated based on the period they were outstanding but were antidilutive. |
2 | These options are outstanding at the end of the respective periods. In any period in which the exercise price is less than the average market price, these options have the potential to be dilutive, and application of the treasury stock method would reduce this amount. |
Years ended December 31, | |||||||||||
2013 | 2012 | 2011 | |||||||||
Balance at beginning of period | $ | 227.2 | $ | 243.4 | $ | 291.2 | |||||
Change in related noncontrolling interest balance | 4.6 | 1.1 | (7.7 | ) | |||||||
Changes in redemption value of redeemable noncontrolling interests: | |||||||||||
Additions | 16.2 | 0.0 | 17.9 | ||||||||
Redemptions and reclassifications | (2.3 | ) | (14.2 | ) | (70.7 | ) | |||||
Redemption value adjustments | 3.4 | (3.1 | ) | 12.7 | |||||||
Balance at end of period | $ | 249.1 | $ | 227.2 | $ | 243.4 |
Years ended December 31, | |||||||||||
2013 | 2012 | 2011 | |||||||||
Cost of investment: current-year acquisitions | $ | 67.7 | $ | 156.8 | $ | 48.0 | |||||
Cost of investment: prior-year acquisitions | 28.5 | 40.6 | 105.1 | ||||||||
Less: net cash acquired | (7.1 | ) | (14.8 | ) | (18.5 | ) | |||||
Total cost of investment 1 | 89.1 | 182.6 | 134.6 | ||||||||
Operating expense 2 | 2.0 | 3.2 | 0.5 | ||||||||
Total cash paid for acquisitions | $ | 91.1 | $ | 185.8 | $ | 135.1 |
1 | Of the total cash paid, $27.6, $37.1 and $71.5 for the years ended December 31, 2013, 2012 and 2011, respectively, are classified under the financing section of the Consolidated Statements of Cash Flows within acquisition-related payments. These amounts relate to increases in our ownership interests in our consolidated subsidiaries as well as deferred payments for acquisitions that closed on or after January 1, 2009. Of the total cash paid, $61.5, $145.5 and $63.1 for the years ended December 31, 2013, 2012 and 2011, respectively, are classified under the investing section of the Consolidated Statements of Cash Flows within acquisitions, including deferred payments, net of cash acquired. These amounts relate to initial payments for new transactions and deferred payments for acquisitions that closed prior to January 1, 2009. |
2 | Represents cash payments made that were either in excess of the contractual value or contingent upon the future employment of the former owners of acquired companies. |
Years ended December 31, | |||||||||||
2013 | 2012 | 2011 | |||||||||
Balance at beginning of period | $ | 59.0 | $ | 55.4 | $ | 63.1 | |||||
Charges to costs and expenses | 12.6 | 16.3 | 10.4 | ||||||||
Reversals to other accounts1 | 0.7 | (0.2 | ) | (0.5 | ) | ||||||
Deductions: | |||||||||||
Dispositions | 0.0 | (0.4 | ) | 0.0 | |||||||
Uncollectible accounts written off | (7.2 | ) | (12.6 | ) | (16.3 | ) | |||||
Foreign currency translation adjustment | (0.2 | ) | 0.5 | (1.3 | ) | ||||||
Balance at end of period | $ | 64.9 | $ | 59.0 | $ | 55.4 |
1 | Amounts primarily relate to miscellaneous other amounts and reclassifications. |
December 31, | ||||||||
2013 | 2012 | |||||||
Furniture and equipment | $ | 930.7 | $ | 932.6 | ||||
Leasehold improvements | 611.4 | 597.2 | ||||||
Land and buildings | 109.6 | 109.9 | ||||||
1,651.7 | 1,639.7 | |||||||
Less: accumulated depreciation | (1,111.7 | ) | (1,134.9 | ) | ||||
Total furniture, equipment and leasehold improvements, net | $ | 540.0 | $ | 504.8 |
December 31, | |||||||
2013 | 2012 | ||||||
Salaries, benefits and related expenses | $ | 467.2 | $ | 478.2 | |||
Office and related expenses | 56.9 | 51.6 | |||||
Acquisition obligations | 12.8 | 29.5 | |||||
Interest | 16.0 | 42.4 | |||||
Restructuring and other reorganization-related | 46.7 | 3.6 | |||||
Other | 118.8 | 122.9 | |||||
Total accrued liabilities | $ | 718.4 | $ | 728.2 |
Years ended December 31, | |||||||||||
2013 | 2012 | 2011 | |||||||||
Loss on early extinguishment of debt | $ | (45.2 | ) | $ | 0.0 | $ | 0.0 | ||||
Gains on sales of businesses and investments | 1.5 | 88.2 | 125.9 | ||||||||
Vendor discounts and credit adjustments | 8.6 | 15.3 | 19.4 | ||||||||
Other income (expense), net | 2.8 | (3.0 | ) | 4.9 | |||||||
Total other (expense) income, net | $ | (32.3 | ) | $ | 100.5 | $ | 150.2 |
Years ended December 31, | |||||||||||
2013 | 2012 | 2011 | |||||||||
Number of shares repurchased | 31.8 | 32.7 | 41.7 | ||||||||
Aggregate cost, including fees | $ | 481.8 | $ | 350.5 | $ | 400.8 | |||||
Average price per share, including fees | $ | 15.17 | $ | 10.72 | $ | 9.62 |
Years ended December 31, | |||||||||||
2013 | 2012 | 2011 | |||||||||
Cash paid for interest | $ | 110.7 | $ | 130.6 | $ | 138.9 | |||||
Cash paid for income taxes, net of refunds 1 | 111.8 | 95.7 | 102.0 |
1 | Refunds of $15.0, $23.5 and $25.4 were received for the years ended December 31, 2013, 2012 and 2011, respectively. |
IAN | CMG | Total 1 | ||||||||||
Balance as of December 31, 2011 | $ | 2,952.9 | $ | 491.4 | $ | 3,444.3 | ||||||
Current year acquisitions | 122.0 | 11.7 | 133.7 | |||||||||
Contingent and deferred payments for prior acquisitions | 2.2 | 0.0 | 2.2 | |||||||||
Other 2 | (2.5 | ) | 2.9 | 0.4 | ||||||||
Balance as of December 31, 2012 | $ | 3,074.6 | $ | 506.0 | $ | 3,580.6 | ||||||
Current year acquisitions | 58.8 | 16.5 | 75.3 | |||||||||
Contingent and deferred payments for prior acquisitions | 0.0 | 0.0 | 0.0 | |||||||||
Other 2 | (24.1 | ) | (2.8 | ) | (26.9 | ) | ||||||
Balance as of December 31, 2013 | $ | 3,109.3 | $ | 519.7 | $ | 3,629.0 |
1 | For all periods presented we have not recorded a goodwill impairment charge. |
2 | Primarily includes foreign currency translation adjustments. |
December 31, | ||||||||||||||||||||||||
2013 | 2012 | |||||||||||||||||||||||
Gross Amount | Accumulated Amortization | Net Amount | Gross Amount | Accumulated Amortization | Net Amount | |||||||||||||||||||
Customer lists | $ | 228.1 | $ | (119.8 | ) | $ | 108.3 | $ | 184.0 | $ | (96.9 | ) | $ | 87.1 | ||||||||||
Trade names | 64.5 | (19.2 | ) | 45.3 | 59.7 | (15.5 | ) | 44.2 | ||||||||||||||||
Other | 14.0 | (3.8 | ) | 10.2 | 15.1 | (5.7 | ) | 9.4 | ||||||||||||||||
Total | $ | 306.6 | $ | (142.8 | ) | $ | 163.8 | $ | 258.8 | $ | (118.1 | ) | $ | 140.7 |
2014 | 2015 | 2016 | 2017 | 2018 | ||||||||||||||||
Estimated amortization expense | $ | 34.6 | $ | 34.3 | $ | 26.8 | $ | 10.8 | $ | 9.5 |
Years ended December 31, | |||||||||||
2013 | 2012 | 2011 | |||||||||
Domestic | $ | 255.3 | $ | 386.9 | $ | 428.4 | |||||
Foreign | 212.7 | 287.9 | 310.0 | ||||||||
Total | $ | 468.0 | $ | 674.8 | $ | 738.4 |
Years ended December 31, | |||||||||||
2013 | 2012 | 2011 | |||||||||
U.S. federal income taxes (including foreign withholding taxes): | |||||||||||
Current | $ | 46.9 | $ | 9.4 | $ | 0.9 | |||||
Deferred | 25.2 | 118.1 | 92.3 | ||||||||
72.1 | 127.5 | 93.2 | |||||||||
State and local income taxes: | |||||||||||
Current | (14.7 | ) | 17.1 | 12.3 | |||||||
Deferred | 24.7 | 25.3 | 11.3 | ||||||||
10.0 | 42.4 | 23.6 | |||||||||
Foreign income taxes: | |||||||||||
Current | 79.6 | 83.2 | 93.1 | ||||||||
Deferred | 19.5 | (39.8 | ) | (19.7 | ) | ||||||
99.1 | 43.4 | 73.4 | |||||||||
Total | $ | 181.2 | $ | 213.3 | $ | 190.2 |
Years ended December 31, | |||||||||||
2013 | 2012 | 2011 | |||||||||
U.S. federal statutory income tax rate | 35.0 | % | 35.0 | % | 35.0 | % | |||||
Income tax provision at U.S. federal statutory rate | $ | 163.8 | $ | 236.2 | $ | 258.4 | |||||
State and local income taxes, net of federal income tax benefit | 6.5 | 27.3 | 15.3 | ||||||||
Impact of foreign operations, including withholding taxes | 30.5 | 8.4 | (21.9 | ) | |||||||
Change in net valuation allowance 1 | 3.2 | (57.3 | ) | (32.9 | ) | ||||||
Worthless securities deduction | (22.2 | ) | 0.0 | (23.0 | ) | ||||||
Increases (decreases) in unrecognized tax benefits, net | 0.0 | 24.1 | (2.7 | ) | |||||||
Other | (0.6 | ) | (25.4 | ) | (3.0 | ) | |||||
Provision for income taxes | $ | 181.2 | $ | 213.3 | $ | 190.2 | |||||
Effective income tax rate on operations | 38.7 | % | 31.6 | % | 25.8 | % |
1 | Reflects changes in valuation allowance that impacted the effective income tax rate for each year presented. |
December 31, | |||||||
2013 | 2012 | ||||||
Postretirement/post-employment benefits | $ | 32.5 | $ | 40.4 | |||
Deferred compensation | 187.2 | 192.4 | |||||
Pension costs | 31.1 | 27.0 | |||||
Basis differences in fixed assets | (4.1 | ) | 26.9 | ||||
Rent | 50.7 | 50.2 | |||||
Interest | 60.7 | 66.9 | |||||
Accruals and reserves | 39.6 | 51.1 | |||||
Allowance for doubtful accounts | 10.8 | 9.2 | |||||
Basis differences in intangible assets | (402.2 | ) | (364.9 | ) | |||
Investments in equity securities | 48.6 | (5.2 | ) | ||||
Tax loss/tax credit carry forwards | 443.6 | 449.7 | |||||
Restructuring and other reorganization-related costs | 2.6 | 1.2 | |||||
Other | 60.5 | 88.3 | |||||
Total deferred tax assets, net | 561.6 | 633.2 | |||||
Valuation allowance | (467.3 | ) | (392.9 | ) | |||
Net deferred tax assets | $ | 94.3 | $ | 240.3 |
Years ended December 31, | |||||||||||
2013 | 2012 | 2011 | |||||||||
Balance at beginning of period | $ | 392.9 | $ | 489.9 | $ | 508.1 | |||||
Charged (reversed) to costs and expenses | 65.2 | (49.5 | ) | (25.1 | ) | ||||||
Charged (reversed) to gross tax assets and other accounts | 9.2 | (47.5 | ) | 6.9 | |||||||
Balance at end of period | $ | 467.3 | $ | 392.9 | $ | 489.9 |
December 31, | |||||||||||
2013 | 2012 | 2011 | |||||||||
Balance at beginning of period | $ | 194.6 | $ | 161.0 | $ | 146.7 | |||||
Increases as a result of tax positions taken during a prior year | 8.3 | 28.2 | 5.3 | ||||||||
Decreases as a result of tax positions taken during a prior year | (1.9 | ) | (6.8 | ) | (18.1 | ) | |||||
Settlements with taxing authorities | (34.9 | ) | (0.7 | ) | (5.0 | ) | |||||
Lapse of statutes of limitation | (10.6 | ) | (1.1 | ) | (0.2 | ) | |||||
Increases as a result of tax positions taken during the current year | 63.7 | 14.0 | 32.3 | ||||||||
Balance at end of period | $ | 219.2 | $ | 194.6 | $ | 161.0 |
Years ended December 31, | |||||||||||
2013 | 2012 | 2011 | |||||||||
Severance and termination costs | $ | 55.9 | $ | 0.0 | $ | (0.1 | ) | ||||
Lease termination costs | 4.2 | (1.1 | ) | 1.3 | |||||||
Other exit costs | 0.5 | (0.1 | ) | (0.2 | ) | ||||||
Total restructuring and other reorganization-related charges (reversals), net | $ | 60.6 | $ | (1.2 | ) | $ | 1.0 |
2013 Restructuring Expense | Non-Cash Items | 2013 Cash Payments | Foreign Currency Adjustment | Liability at December 31, 2013 | ||||||||||||||||
Severance and termination costs | $ | 55.9 | $ | 0.0 | $ | (10.6 | ) | $ | 1.2 | $ | 46.5 | |||||||||
Lease termination costs | 4.8 | (0.5 | ) | (0.4 | ) | 0.0 | 3.9 | |||||||||||||
Other exit costs | 0.5 | 0.0 | 0.0 | 0.0 | 0.5 | |||||||||||||||
Total | $ | 61.2 | $ | (0.5 | ) | $ | (11.0 | ) | $ | 1.2 | $ | 50.9 |
Foreign Currency Translation Adjustments | Available-for-Sale Securities | Derivative Instruments | Defined Benefit Pension and Other Postretirement Plans | Total | |||||||||||||||
Balance as of December 31, 2011 | $ | (140.9 | ) | $ | 0.2 | $ | 0.0 | $ | (85.0 | ) | $ | (225.7 | ) | ||||||
Other comprehensive income (loss) before reclassifications | 10.8 | 0.4 | (21.9 | ) | (70.6 | ) | (81.3 | ) | |||||||||||
Amount reclassified from accumulated other comprehensive loss, net of tax | 0.0 | 0.2 | 9.2 | 9.6 | 19.0 | ||||||||||||||
Balance as of December 31, 2012 | $ | (130.1 | ) | $ | 0.8 | $ | (12.7 | ) | $ | (146.0 | ) | $ | (288.0 | ) | |||||
Other comprehensive (loss) income before reclassifications | (113.0 | ) | 0.8 | 0.0 | (19.7 | ) | (131.9 | ) | |||||||||||
Amount reclassified from accumulated other comprehensive loss, net of tax | (0.6 | ) | (1.2 | ) | 1.0 | 9.5 | 8.7 | ||||||||||||
Balance as of December 31, 2013 | $ | (243.7 | ) | $ | 0.4 | $ | (11.7 | ) | $ | (156.2 | ) | $ | (411.2 | ) |
Year ended December 31, 2013 | Affected Line Item in the Consolidated Statement of Operations | |||||
Foreign currency translation adjustments | $ | 0.0 | ||||
Gains on available-for-sale securities | (1.4 | ) | Other (expense) income, net | |||
Losses on derivative instruments | 1.7 | Interest expense | ||||
Amortization of defined benefit pension and postretirement plans items 1 | 10.8 | |||||
Tax effect | (2.4 | ) | Provision for income taxes | |||
Total amount reclassified from accumulated other comprehensive loss, net of tax | $ | 8.7 |
1 | These accumulated other comprehensive loss components are included in the computation of net periodic cost. See Note 13 for further information |
Years ended December 31, | |||||||||||
2013 | 2012 | 2011 | |||||||||
Stock options | $ | 3.7 | $ | 5.4 | $ | 6.7 | |||||
Stock-settled awards | 9.8 | 14.9 | 21.9 | ||||||||
Cash-settled awards | 1.5 | 3.9 | 5.7 | ||||||||
Performance-based awards | 29.6 | 24.5 | 23.3 | ||||||||
Employee stock purchase plan | 0.6 | 0.6 | 0.7 | ||||||||
Other 1 | 0.8 | 1.1 | 4.1 | ||||||||
Stock-based compensation expense | $ | 46.0 | $ | 50.4 | $ | 62.4 | |||||
Tax benefit | $ | 17.6 | $ | 19.7 | $ | 22.1 |
1 | Represents charges recorded for severance expense related to stock-based compensation awards. |
Options | Weighted- Average Exercise Price (per option) | Weighted- Average Remaining Contractual Term (in years) | Aggregate Intrinsic Value | ||||||||||
Stock options outstanding as of January 1, 2013 | 14.1 | $9.76 | |||||||||||
Granted | 0.7 | 12.79 | |||||||||||
Exercised | (5.2 | ) | 9.25 | ||||||||||
Cancelled/expired | (0.1 | ) | 12.34 | ||||||||||
Forfeited | (0.1 | ) | 5.35 | ||||||||||
Stock options outstanding as of December 31, 2013 | 9.4 | 10.24 | 4.4 | $ | 70.0 | ||||||||
Stock options vested and expected to vest as of December 31, 2013 | 9.4 | 10.24 | 4.4 | $ | 69.8 | ||||||||
Stock options exercisable as of December 31, 2013 | 7.9 | 9.92 | 3.6 | $ | 61.3 | ||||||||
Options | Weighted- Average Grant Date Fair Value (per option) | Weighted- Average Remaining Contractual Term (in years) | Aggregate Intrinsic Value | ||||||||||
Non-vested as of January 1, 2013 | 3.9 | $ | 3.29 | ||||||||||
Granted | 0.7 | 4.14 | |||||||||||
Vested | (3.0 | ) | 3.02 | ||||||||||
Forfeited | (0.1 | ) | 3.01 | ||||||||||
Non-vested as of December 31, 2013 | 1.5 | 4.21 | 8.2 | $ | 8.6 |
Years ended December 31, | |||||||||
2013 | 2012 | 2011 | |||||||
Expected volatility 1 | 40.2 | % | 43.8 | % | 39.9 | % | |||
Expected term (years) 2 | 6.9 | 6.8 | 6.7 | ||||||
Risk free interest rate 3 | 1.3 | % | 1.3 | % | 2.8 | % | |||
Expected dividend yield 4 | 2.4 | % | 2.1 | % | 1.9 | % |
1 | The expected volatility used to estimate the fair value of stock options awarded is based on a blend of: (i) historical volatility of our common stock for periods equal to the expected term of our stock options and (ii) implied volatility of tradable forward put and call options to purchase and sell shares of our common stock. |
2 | The estimate of our expected term is based on the average of (i) an assumption that all outstanding options are exercised upon achieving their full vesting date and (ii) an assumption that all outstanding options will be exercised at the midpoint between the current date (i.e., the date awards have ratably vested through) and their full contractual term. In determining the estimate, we considered several factors, including the historical option exercise behavior of our employees and the terms and vesting periods of the options. |
3 | The risk free rate is determined using the implied yield currently available for zero-coupon U.S. government issuers with a remaining term equal to the expected term of the options. |
4 | The expected dividend yield is calculated based on an annualized dividend of $0.30 per share in 2013 and $0.24 per share in 2012 and 2011. |
Years ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Stock-Settled Awards: | ||||||||||||
Awards granted | 1.1 | 0.9 | 0.8 | |||||||||
Weighted-average grant-date fair value (per award) | $ | 13.51 | $ | 11.43 | $ | 11.94 | ||||||
Total fair value of vested awards distributed | $ | 35.4 | $ | 63.5 | $ | 63.1 | ||||||
Cash-Settled Awards: | ||||||||||||
Awards granted | 0.1 | 0.1 | 0.0 | |||||||||
Weighted-average grant-date fair value (per award) | $ | 16.35 | $ | 10.94 | $ | 8.96 | ||||||
Total fair value of vested awards distributed | $ | 5.4 | $ | 11.1 | $ | 10.4 | ||||||
Performance-Based Awards: | ||||||||||||
Awards granted | 1.5 | 1.8 | 1.8 | |||||||||
Weighted-average grant-date fair value (per award) | $ | 11.97 | $ | 10.61 | $ | 11.58 | ||||||
Total fair value of vested awards distributed | $ | 17.7 | $ | 11.5 | $ | 30.8 |
Stock-Settled Awards | Cash-Settled Awards | Performance-Based Awards | ||||||||||||||||||||||
Awards | Weighted- Average Grant-Date Fair Value (per award) | Awards | Weighted- Average Grant-Date Fair Value (per award) | Awards | Weighted- Average Grant-Date Fair Value (per award) | |||||||||||||||||||
Non-vested as of January 1, 2013 | 3.8 | $ | 9.55 | 0.5 | $ | 8.62 | 2.7 | $ | 11.57 | |||||||||||||||
Granted | 1.1 | 13.51 | 0.1 | 16.35 | 1.5 | 11.97 | ||||||||||||||||||
Vested | (2.8 | ) | 8.98 | (0.4 | ) | 8.52 | 0.0 | 9.93 | ||||||||||||||||
Forfeited | (0.2 | ) | 10.40 | (0.1 | ) | 14.18 | (0.1 | ) | 11.91 | |||||||||||||||
Non-vested as of December 31, 2013 | 1.9 | 12.54 | 0.1 | 12.03 | 4.1 | 11.71 | ||||||||||||||||||
Total unrecognized compensation expense remaining | $ | 8.6 | $ | 1.0 | $ | 16.7 | ||||||||||||||||||
Weighted-average years expected to be recognized over | 1.7 | 1.8 | 1.9 |
Level 1 | Unadjusted quoted prices in active markets for identical assets or liabilities. An active market for the asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. | |
Level 2 | Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. | |
Level 3 | Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. |
December 31, 2013 | Balance Sheet Classification | ||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
Assets | |||||||||||||||||
Cash equivalents | $ | 761.2 | $ | 0.0 | $ | 0.0 | $ | 761.2 | Cash and cash equivalents | ||||||||
Short-term marketable securities | 5.3 | 0.0 | 0.0 | 5.3 | Marketable securities | ||||||||||||
Long-term investments | 1.6 | 0.0 | 0.0 | 1.6 | Other assets | ||||||||||||
Total | $ | 768.1 | $ | 0.0 | $ | 0.0 | $ | 768.1 | |||||||||
As a percentage of total assets | 6.0 | % | 0.0 | % | 0.0 | % | 6.0 | % | |||||||||
Liabilities | |||||||||||||||||
Mandatorily redeemable noncontrolling interests 1 | $ | 0.0 | $ | 0.0 | $ | 27.0 | $ | 27.0 | |||||||||
December 31, 2012 | Balance Sheet Classification | ||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||
Assets | |||||||||||||||||
Cash equivalents | $ | 1,806.6 | $ | 0.0 | $ | 0.0 | $ | 1,806.6 | Cash and cash equivalents | ||||||||
Short-term marketable securities | 16.0 | 0.0 | 0.0 | 16.0 | Marketable securities | ||||||||||||
Long-term investments | 1.5 | 0.0 | 0.0 | 1.5 | Other assets | ||||||||||||
Total | $ | 1,824.1 | $ | 0.0 | $ | 0.0 | $ | 1,824.1 | |||||||||
As a percentage of total assets | 13.5 | % | 0.0 | % | 0.0 | % | 13.5 | % | |||||||||
Liabilities | |||||||||||||||||
Mandatorily redeemable noncontrolling interests 1 | $ | 0.0 | $ | 0.0 | $ | 25.3 | $ | 25.3 |
1 | Relates to unconditional obligations to purchase additional noncontrolling equity shares of consolidated subsidiaries. Fair value measurement of the obligation was based upon the amount payable as if the forward contracts were settled. The amount redeemable within the next twelve months is classified in accrued liabilities; any interests redeemable thereafter are classified in other non-current liabilities. |
Years ended December 31, | ||||||||
Liabilities | 2013 | 2012 | ||||||
Mandatorily redeemable noncontrolling interests - Balance at beginning of period | $ | 25.3 | $ | 58.9 | ||||
Level 3 additions | 0.2 | 0.0 | ||||||
Level 3 reductions | 0.0 | (34.9 | ) | |||||
Realized losses included in net income | 1.5 | 1.4 | ||||||
Foreign currency translation | 0.0 | (0.1 | ) | |||||
Mandatorily redeemable noncontrolling interests - Balance at end of period | $ | 27.0 | $ | 25.3 |
December 31, 2013 | |||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||
Total long-term debt | $ | 0.0 | $ | 1,367.5 | $ | 87.2 | $ | 1,454.7 |
Domestic Pension Plan | Foreign Pension Plans | Domestic Postretirement Benefit Plan | |||||||||||||||||||||
December 31, | 2013 | 2012 | 2013 | 2012 | 2013 | 2012 | |||||||||||||||||
Benefit Obligation | |||||||||||||||||||||||
Projected benefit obligation as of January 1 | $ | 140.6 | $ | 129.0 | $ | 532.4 | $ | 456.6 | $ | 46.6 | $ | 50.8 | |||||||||||
Service cost | 0.0 | 0.0 | 9.9 | 10.2 | 0.1 | 0.2 | |||||||||||||||||
Interest cost | 5.5 | 6.3 | 21.7 | 21.9 | 1.6 | 2.3 | |||||||||||||||||
Benefits paid | (10.4 | ) | (10.8 | ) | (23.8 | ) | (20.4 | ) | (6.4 | ) | (5.9 | ) | |||||||||||
Plan participant contributions | 0.0 | 0.0 | 0.5 | 0.6 | 1.7 | 1.7 | |||||||||||||||||
Actuarial (gains) losses | (2.6 | ) | 16.1 | 25.0 | 60.0 | (5.7 | ) | (2.5 | ) | ||||||||||||||
Settlements and curtailments | 0.0 | 0.0 | (3.1 | ) | (6.5 | ) | 0.0 | 0.0 | |||||||||||||||
Foreign currency effect | 0.0 | 0.0 | 8.1 | 8.9 | 0.0 | 0.0 | |||||||||||||||||
Other | 0.0 | 0.0 | (0.8 | ) | 1.1 | 0.0 | 0.0 | ||||||||||||||||
Projected benefit obligation as of December 31 | $ | 133.1 | $ | 140.6 | $ | 569.9 | $ | 532.4 | $ | 37.9 | $ | 46.6 | |||||||||||
Fair Value of Plan Assets | |||||||||||||||||||||||
Fair value of plan assets as of January 1 | $ | 115.7 | $ | 107.2 | $ | 381.7 | $ | 363.6 | $ | 0.0 | $ | 0.0 | |||||||||||
Actual return on plan assets | 3.8 | 13.7 | 19.5 | 17.6 | 0.0 | 0.0 | |||||||||||||||||
Employer contributions | 0.5 | 5.6 | 18.3 | 17.7 | 4.7 | 4.2 | |||||||||||||||||
Plan participant contributions | 0.0 | 0.0 | 0.5 | 0.6 | 1.7 | 1.7 | |||||||||||||||||
Benefits paid | (10.4 | ) | (10.8 | ) | (23.8 | ) | (20.4 | ) | (6.4 | ) | (5.9 | ) | |||||||||||
Settlements | 0.0 | 0.0 | (2.7 | ) | (6.1 | ) | 0.0 | 0.0 | |||||||||||||||
Foreign currency effect | 0.0 | 0.0 | 5.0 | 8.7 | 0.0 | 0.0 | |||||||||||||||||
0.0 | |||||||||||||||||||||||
Fair value of plan assets as of December 31 | $ | 109.6 | $ | 115.7 | $ | 398.5 | $ | 381.7 | $ | 0.0 | $ | 0.0 | |||||||||||
Funded status of the plans at December 31 | $ | (23.5 | ) | $ | (24.9 | ) | $ | (171.4 | ) | $ | (150.7 | ) | $ | (37.9 | ) | $ | (46.6 | ) |
Domestic Pension Plan | Foreign Pension Plans | Domestic Postretirement Benefit Plan | |||||||||||||||||||||
December 31, | 2013 | 2012 | 2013 | 2012 | 2013 | 2012 | |||||||||||||||||
Amounts recognized in Consolidated Balance Sheets | |||||||||||||||||||||||
Non-current asset | $ | 0.0 | $ | 0.0 | $ | 8.0 | $ | 7.4 | $ | 0.0 | $ | 0.0 | |||||||||||
Current liability | 0.0 | 0.0 | (7.6 | ) | (8.4 | ) | (4.2 | ) | (4.6 | ) | |||||||||||||
Non-current liability | (23.5 | ) | (24.9 | ) | (171.8 | ) | (149.7 | ) | (33.7 | ) | (42.0 | ) | |||||||||||
Net liability recognized | $ | (23.5 | ) | $ | (24.9 | ) | $ | (171.4 | ) | $ | (150.7 | ) | $ | (37.9 | ) | $ | (46.6 | ) | |||||
Accumulated benefit obligation | $ | 133.1 | $ | 140.6 | $ | 540.9 | $ | 508.5 | |||||||||||||||
Amounts recognized in Accumulated Other Comprehensive Loss, net | |||||||||||||||||||||||
Net actuarial loss (gain) | $ | 47.0 | $ | 53.6 | $ | 141.0 | $ | 115.7 | $ | (1.5 | ) | $ | 4.2 | ||||||||||
Prior service cost (credit) | 0.0 | 0.0 | 1.5 | 1.8 | (0.1 | ) | (0.2 | ) | |||||||||||||||
Transition obligation | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | |||||||||||||||||
Total amount recognized | $ | 47.0 | $ | 53.6 | $ | 142.5 | $ | 117.5 | $ | (1.6 | ) | $ | 4.0 |
Domestic Pension Plan | Foreign Pension Plans | ||||||||||||||
December 31, | 2013 | 2012 | 2013 | 2012 | |||||||||||
Pension plans with underfunded or unfunded accumulated benefit obligation | |||||||||||||||
Aggregate projected benefit obligation | $ | 133.1 | $ | 140.6 | $ | 553.2 | $ | 515.8 | |||||||
Aggregate accumulated benefit obligation | 133.1 | 140.6 | 528.7 | 497.3 | |||||||||||
Aggregate fair value of plan assets | 109.6 | 115.7 | 374.7 | 358.5 |
Domestic Pension Plan | Foreign Pension Plans | Domestic Postretirement Benefit Plan | |||||||||||||||||||||||||||||||||
Years ended December 31, | 2013 | 2012 | 2011 | 2013 | 2012 | 2011 | 2013 | 2012 | 2011 | ||||||||||||||||||||||||||
Service cost | $ | 0.0 | $ | 0.0 | $ | 0.0 | $ | 9.9 | $ | 10.2 | $ | 9.6 | $ | 0.1 | $ | 0.2 | $ | 0.2 | |||||||||||||||||
Interest cost | 5.5 | 6.3 | 6.8 | 21.7 | 21.9 | 23.3 | 1.6 | 2.3 | 2.7 | ||||||||||||||||||||||||||
Expected return on plan assets | (7.7 | ) | (7.7 | ) | (7.5 | ) | (19.2 | ) | (18.2 | ) | (19.0 | ) | 0.0 | 0.0 | 0.0 | ||||||||||||||||||||
Settlement and curtailment (gains) losses | 0.0 | 0.0 | 0.0 | (0.1 | ) | 0.7 | 0.0 | 0.0 | 0.0 | 0.0 | |||||||||||||||||||||||||
Amortization of: | |||||||||||||||||||||||||||||||||||
Transition obligation | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.0 | 0.2 | 0.1 | ||||||||||||||||||||||||||
Prior service cost (credit) | 0.0 | 0.0 | 0.0 | 0.2 | 0.2 | 0.2 | (0.1 | ) | (0.1 | ) | (0.1 | ) | |||||||||||||||||||||||
Unrecognized actuarial losses | 7.9 | 6.4 | 6.6 | 2.8 | 1.0 | 0.7 | 0.0 | 0.0 | 0.0 | ||||||||||||||||||||||||||
Net periodic cost | $ | 5.7 | $ | 5.0 | $ | 5.9 | $ | 15.3 | $ | 15.8 | $ | 14.8 | $ | 1.6 | $ | 2.6 | $ | 2.9 |
Domestic Pension Plan | Foreign Pension Plans | Domestic Postretirement Benefit Plan | ||||||||||||||||||||||||
Years ended December 31, | 2013 | 2012 | 2011 | 2013 | 2012 | 2011 | 2013 | 2012 | 2011 | |||||||||||||||||
Net periodic cost | ||||||||||||||||||||||||||
Discount rate | 4.00 | % | 5.00 | % | 5.50 | % | 4.32 | % | 5.00 | % | 5.45 | % | 4.00 | % | 5.00 | % | 5.50 | % | ||||||||
Rate of compensation increase | N/A | N/A | N/A | 3.57 | % | 3.66 | % | 4.37 | % | N/A | N/A | N/A | ||||||||||||||
Expected return on plan assets | 7.00 | % | 7.25 | % | 7.50 | % | 5.24 | % | 5.02 | % | 5.88 | % | N/A | N/A | N/A | |||||||||||
Benefit obligation | ||||||||||||||||||||||||||
Discount rate | 4.85 | % | 4.00 | % | 5.00 | % | 4.29 | % | 4.32 | % | 5.00 | % | 4.85 | % | 4.00 | % | 5.00 | % | ||||||||
Rate of compensation increase | N/A | N/A | N/A | 3.97 | % | 3.57 | % | 3.66 | % | N/A | N/A | N/A | ||||||||||||||
Health care cost trend rate assumed for next year | ||||||||||||||||||||||||||
Initial rate (weighted-average) | 7.50 | % | 8.00 | % | 8.00 | % | ||||||||||||||||||||
Year ultimate rate is reached | 2019 | 2019 | 2016 | |||||||||||||||||||||||
Ultimate rate | 5.00 | % | 5.00 | % | 5.50 | % |
December 31, 2013 | December 31, 2012 | ||||||||||||||||||||||||||||||
Asset Class | Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||||||
Investment funds | $ | 22.2 | $ | 359.1 | $ | 25.4 | $ | 406.7 | $ | 22.3 | $ | 327.9 | $ | 48.2 | $ | 398.4 | |||||||||||||||
Insurance contracts | 0.0 | 22.0 | 0.0 | 22.0 | 0.0 | 24.8 | 0.0 | 24.8 | |||||||||||||||||||||||
Limited partnerships | 0.0 | 0.0 | 36.1 | 36.1 | 0.0 | 0.0 | 39.8 | 39.8 | |||||||||||||||||||||||
Other | 40.2 | 2.5 | 0.6 | 43.3 | 28.6 | 5.5 | 0.3 | 34.4 | |||||||||||||||||||||||
Total | $ | 62.4 | $ | 383.6 | $ | 62.1 | $ | 508.1 | $ | 50.9 | $ | 358.2 | $ | 88.3 | $ | 497.4 |
Year ended December 31, 2013 | Year ended December 31, 2012 | ||||||||||||||||||||||||||||||
Investment Funds | Limited Partnerships | Other | Total | Investment Funds | Limited Partnerships | Other | Total | ||||||||||||||||||||||||
Balance at beginning of period | $ | 48.2 | $ | 39.8 | $ | 0.3 | $ | 88.3 | $ | 43.8 | $ | 41.1 | $ | 0.1 | $ | 85.0 | |||||||||||||||
Actual return on assets: | |||||||||||||||||||||||||||||||
Assets sold during the year | 0.6 | 0.0 | 0.0 | 0.6 | 0.0 | 0.0 | 0.0 | 0.0 | |||||||||||||||||||||||
Assets still held at year end | 1.9 | (2.9 | ) | 0.2 | (0.8 | ) | 2.2 | (1.3 | ) | 0.0 | 0.9 | ||||||||||||||||||||
Net purchases, sales and settlements | (25.3 | ) | (0.8 | ) | 0.1 | (26.0 | ) | 2.2 | 0.0 | 0.2 | 2.4 | ||||||||||||||||||||
Balance at end of period | $ | 25.4 | $ | 36.1 | $ | 0.6 | $ | 62.1 | $ | 48.2 | $ | 39.8 | $ | 0.3 | $ | 88.3 |
December 31, | |||||||||
Asset Class | 2014 Target Allocation | 2013 | 2012 | ||||||
Equity securities | 24 | % | 24 | % | 22 | % | |||
Fixed income securities | 47 | % | 43 | % | 44 | % | |||
Real estate | 7 | % | 5 | % | 5 | % | |||
Other | 22 | % | 28 | % | 29 | % | |||
Total | 100 | % | 100 | % | 100 | % |
Years | Domestic Pension Plan | Foreign Pension Plans | Domestic Postretirement Benefit Plan | ||||||||
2014 | $ | 10.7 | $ | 22.1 | $ | 4.6 | |||||
2015 | 10.4 | 24.2 | 4.5 | ||||||||
2016 | 10.1 | 25.4 | 4.3 | ||||||||
2017 | 9.9 | 25.1 | 4.1 | ||||||||
2018 | 9.6 | 26.5 | 3.9 | ||||||||
2019 - 2023 | 44.3 | 151.4 | 15.8 |
Years | Domestic Postretirement Benefit Plan | |||
2014 | $ | 0.4 | ||
2015 | 0.4 | |||
2016 | 0.4 | |||
2017 | 0.5 | |||
2018 | 0.5 | |||
2019 - 2023 | 1.6 |
Years ended December 31, | |||||||||||
2013 | 2012 | 2011 | |||||||||
Revenue: | |||||||||||
IAN | $ | 5,795.6 | $ | 5,728.5 | $ | 5,891.8 | |||||
CMG | 1,326.7 | 1,227.7 | 1,122.8 | ||||||||
Total | $ | 7,122.3 | $ | 6,956.2 | $ | 7,014.6 | |||||
Segment operating income: | |||||||||||
IAN | $ | 662.1 | $ | 700.2 | $ | 728.8 | |||||
CMG | 137.6 | 114.2 | 101.4 | ||||||||
Corporate and other | (140.8 | ) | (137.3 | ) | (142.0 | ) | |||||
Total | 658.9 | 677.1 | 688.2 | ||||||||
Restructuring and other reorganization-related (charges) reversals, net | (60.6 | ) | 1.2 | (1.0 | ) | ||||||
Interest expense | (122.7 | ) | (133.5 | ) | (136.8 | ) | |||||
Interest income | 24.7 | 29.5 | 37.8 | ||||||||
Other (expense) income, net | (32.3 | ) | 100.5 | 150.2 | |||||||
Income before income taxes | $ | 468.0 | $ | 674.8 | $ | 738.4 | |||||
Depreciation and amortization of fixed assets and intangible assets: | |||||||||||
IAN | $ | 126.0 | $ | 119.7 | $ | 125.7 | |||||
CMG | 15.6 | 14.4 | 12.8 | ||||||||
Corporate and other | 15.8 | 13.6 | 12.4 | ||||||||
Total | $ | 157.4 | $ | 147.7 | $ | 150.9 | |||||
Capital expenditures: | |||||||||||
IAN | $ | 109.0 | $ | 97.5 | $ | 94.1 | |||||
CMG | 18.5 | 26.7 | 16.9 | ||||||||
Corporate and other | 45.5 | 45.0 | 29.3 | ||||||||
Total | $ | 173.0 | $ | 169.2 | $ | 140.3 | |||||
December 31, | |||||||||||
2013 | 2012 | ||||||||||
Total assets: | |||||||||||
IAN | $ | 11,425.1 | $ | 11,035.3 | |||||||
CMG | 1,203.8 | 1,073.1 | |||||||||
Corporate and other | 276.1 | 1,385.5 | |||||||||
Total | $ | 12,905.0 | $ | 13,493.9 | |||||||
Revenue | Long-Lived Assets | |||||||||||||||||||
Years ended December 31, | December 31, | |||||||||||||||||||
2013 | 2012 | 2011 | 2013 | 2012 | ||||||||||||||||
Domestic | $ | 3,972.6 | $ | 3,803.6 | $ | 3,887.7 | $ | 545.7 | $ | 502.5 | ||||||||||
International: | ||||||||||||||||||||
United Kingdom | 568.3 | 572.0 | 539.4 | 60.8 | 64.3 | |||||||||||||||
Continental Europe | 800.6 | 823.1 | 908.9 | 79.6 | 76.0 | |||||||||||||||
Asia Pacific | 868.9 | 838.1 | 741.7 | 88.8 | 88.0 | |||||||||||||||
Latin America | 464.5 | 450.1 | 444.4 | 72.3 | 70.5 | |||||||||||||||
Other | 447.4 | 469.3 | 492.5 | 37.1 | 38.8 | |||||||||||||||
Total International | 3,149.7 | 3,152.6 | 3,126.9 | 338.6 | 337.6 | |||||||||||||||
Total Consolidated | $ | 7,122.3 | $ | 6,956.2 | $ | 7,014.6 | $ | 884.3 | $ | 840.1 |
Years ended December 31, | |||||||||||
2013 | 2012 | 2011 | |||||||||
Gross rent expense | $ | 366.1 | $ | 358.5 | $ | 369.5 | |||||
Third-party sublease rental income | (16.1 | ) | (17.5 | ) | (19.4 | ) | |||||
Net rent expense | $ | 350.0 | $ | 341.0 | $ | 350.1 |
Period | Rent Obligations | Sublease Rental Income | Net Rent | ||||||||
2014 | $ | 327.6 | $ | (17.0 | ) | $ | 310.6 | ||||
2015 | 296.9 | (8.5 | ) | 288.4 | |||||||
2016 | 247.9 | (2.6 | ) | 245.3 | |||||||
2017 | 201.9 | (0.6 | ) | 201.3 | |||||||
2018 | 180.2 | 0.0 | 180.2 | ||||||||
Thereafter | 702.7 | 0.0 | 702.7 | ||||||||
Total | $ | 1,957.2 | $ | (28.7 | ) | $ | 1,928.5 |
2014 | 2015 | 2016 | 2017 | 2018 | Thereafter | Total | ||||||||||||||||||||||
Deferred acquisition payments | $ | 10.2 | $ | 23.5 | $ | 18.9 | $ | 20.0 | $ | 5.9 | $ | 0.5 | $ | 79.0 | ||||||||||||||
Redeemable noncontrolling interests and call options with affiliates 1 | 27.9 | 59.8 | 42.4 | 5.1 | 9.6 | 15.3 | 160.1 | |||||||||||||||||||||
Total contingent acquisition payments | 38.1 | 83.3 | 61.3 | 25.1 | 15.5 | 15.8 | 239.1 | |||||||||||||||||||||
Less: cash compensation expense included above | 0.4 | 0.3 | 0.3 | 0.1 | 0.0 | 0.0 | 1.1 | |||||||||||||||||||||
Total | $ | 37.7 | $ | 83.0 | $ | 61.0 | $ | 25.0 | $ | 15.5 | $ | 15.8 | $ | 238.0 |
1 | We have entered into certain acquisitions that contain both redeemable noncontrolling interests and call options with similar terms and conditions. We have certain redeemable noncontrolling interests that are exercisable at the discretion of the noncontrolling equity owners as of December 31, 2013. These estimated payments of $23.8 are included within the total payments expected to be made in 2014, and will continue to be carried forward into 2015 or beyond until exercised or expired. Redeemable noncontrolling interests are included in the table at current exercise price payable in cash, not at applicable redemption value in accordance with the authoritative guidance for classification and measurement of redeemable securities. |
Three Months Ended March 31, | Three Months Ended June 30, | Three Months Ended September 30, | Three Months Ended December 31, | ||||||||||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | 2013 | 2012 | 2013 | 2012 | ||||||||||||||||||||||||
Revenue | $ | 1,543.0 | $ | 1,506.8 | $ | 1,756.2 | $ | 1,715.7 | $ | 1,700.4 | $ | 1,670.4 | $ | 2,122.7 | $ | 2,063.3 | |||||||||||||||
Salaries and related expenses | 1,132.1 | 1,104.9 | 1,120.2 | 1,088.9 | 1,093.6 | 1,064.3 | 1,199.6 | 1,133.8 | |||||||||||||||||||||||
Office and general expenses | 453.4 | 441.3 | 460.9 | 451.1 | 465.5 | 475.1 | 538.1 | 519.7 | |||||||||||||||||||||||
Restructuring and other reorganization-related charges (reversals), net | (0.1 | ) | 0.0 | 0.3 | (0.7 | ) | (0.2 | ) | (0.4 | ) | 60.6 | (0.1 | ) | ||||||||||||||||||
Operating (loss) income | (42.4 | ) | (39.4 | ) | 174.8 | 176.4 | 141.5 | 131.4 | 324.4 | 409.9 | |||||||||||||||||||||
Other income (expense), net 1 | 1.8 | (1.3 | ) | 4.8 | 4.7 | (46.6 | ) | 1.7 | 7.7 | 95.4 | |||||||||||||||||||||
Total (expenses) and other income 1 | (28.6 | ) | (25.9 | ) | (26.9 | ) | (21.3 | ) | (64.5 | ) | (23.2 | ) | (10.3 | ) | 66.9 | ||||||||||||||||
(Benefit of) provision for income taxes | (12.4 | ) | (19.2 | ) | 62.0 | 50.1 | 28.4 | 41.9 | 103.2 | 140.5 | |||||||||||||||||||||
Net (loss) income 1 | (58.5 | ) | (45.7 | ) | 86.1 | 105.5 | 49.2 | 67.7 | 212.1 | 337.1 | |||||||||||||||||||||
Net (loss) income available to IPG common stockholders 1 | $ | (59.2 | ) | $ | (45.9 | ) | $ | 79.9 | $ | 99.0 | $ | 45.4 | $ | 68.7 | $ | 193.1 | $ | 313.3 | |||||||||||||
(Loss) earnings per share available to IPG common stockholders: | |||||||||||||||||||||||||||||||
Basic | $ | (0.14 | ) | $ | (0.10 | ) | $ | 0.19 | $ | 0.23 | $ | 0.11 | $ | 0.16 | $ | 0.45 | $ | 0.74 | |||||||||||||
Diluted | $ | (0.14 | ) | $ | (0.10 | ) | $ | 0.18 | $ | 0.22 | $ | 0.11 | $ | 0.15 | $ | 0.44 | $ | 0.68 | |||||||||||||
Dividends declared per common stock | $ | 0.075 | $ | 0.060 | $ | 0.075 | $ | 0.060 | $ | 0.075 | $ | 0.060 | $ | 0.075 | $ | 0.060 |
1 | The three months ended September 30, 2013 include a pre-tax loss of $45.2, related to our early extinguishment of debt. The three months ended December 31, 2012 include a pre-tax gain of $93.6 related to the sale of our holdings in Facebook. |
Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure |
Item 9A. | Controls and Procedures |
Item 9B. | Other Information |
Item 10. | Directors, Executive Officers and Corporate Governance |
Item 11. | Executive Compensation |
Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
Item 13. | Certain Relationships and Related Transactions, and Director Independence |
Item 14. | Principal Accountant Fees and Services |
Item 15. | Exhibits, Financial Statement Schedules |
THE INTERPUBLIC GROUP OF COMPANIES, INC. | ||
(Registrant) | ||
By | /s/ Michael I. Roth | |
Michael I. Roth Chairman of the Board and Chief Executive Officer |
Name | Title | Date |
/s/ Michael I. Roth | Chairman of the Board and Chief Executive Officer (Principal Executive Officer) | February 24, 2014 |
Michael I. Roth | ||
/s/ Frank Mergenthaler | Executive Vice President and Chief Financial Officer (Principal Financial Officer) | February 24, 2014 |
Frank Mergenthaler | ||
/s/ Christopher F. Carroll | Senior Vice President, Controller and Chief Accounting Officer (Principal Accounting Officer) | February 24, 2014 |
Christopher F. Carroll | ||
/s/ Jocelyn Carter-Miller | Director | February 24, 2014 |
Jocelyn Carter-Miller | ||
/s/ Jill M. Considine | Director | February 24, 2014 |
Jill M. Considine | ||
/s/ Richard A. Goldstein | Director | February 24, 2014 |
Richard A. Goldstein | ||
/s/ H. John Greeniaus | Director | February 24, 2014 |
H. John Greeniaus | ||
/s/ Mary J. Steele Guilfoile | Director | February 24, 2014 |
Mary J. Steele Guilfoile | ||
/s/ Dawn Hudson | Director | February 24, 2014 |
Dawn Hudson | ||
/s/ William T. Kerr | Director | February 24, 2014 |
William T. Kerr | ||
/s/ David M. Thomas | Director | February 24, 2014 |
David M. Thomas |
Exhibit No. | Description | |
3(i) | Restated Certificate of Incorporation of the Registrant dated as of October 24, 2013, is incorporated by reference to Exhibit 3(i)(2) to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2013. | |
3(ii) | By-Laws of the Registrant, as amended through October 24, 2013, is incorporated by reference to Exhibit 3(ii) to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2013. | |
4(iii)(A) | Senior Debt Indenture dated as of November 12, 2004 (the "2004 Indenture"), between the Registrant and SunTrust Bank, as trustee, is incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on November 15, 2004. | |
4(iii)(B) | Second Supplemental Indenture, dated as of November 18, 2004, to the 2004 Indenture, with respect to the 6.25% Senior Unsecured Notes due 2014 is incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on November 19, 2004. | |
4(iii)(C) | Third Supplemental Indenture, dated as of March 28, 2005, to the 2004 Indenture, as modified by the Second Supplemental Indenture, dated as of November 18, 2004, with respect to the 6.25% Senior Unsecured Notes due 2014 is incorporated by reference to Exhibit 4.4 to the Registrant’s Current Report on Form 8-K filed with the SEC on April 1, 2005. | |
4(iii)(D) | Senior Debt Indenture dated as of March 2, 2012 (the "2012 Indenture"), between the Registrant and U.S. Bank National Association, as Trustee, is incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K filed with the SEC on March 2, 2012. | |
4(iii)(E) | First Supplemental Indenture, dated as of March 2, 2012, to the 2012 Indenture, with respect to the 4.00% Senior Notes due 2022 is incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on March 2, 2012. | |
4(iii)(F) | Second Supplemental Indenture, dated as of November 8, 2012, to the 2012 Indenture, with respect to the 2.25% Senior Notes due 2017 is incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on November 8, 2012. | |
4(iii)(G) | Third Supplemental Indenture, dated as of November 8, 2012, to the 2012 Indenture, with respect to the 3.75% Senior Notes due 2023 is incorporated by reference to Exhibit 4.3 to the Registrant’s Current Report on Form 8-K filed with the SEC on November 8, 2012. | |
10(i)(H) | 5-Year Credit Agreement, dated as of July 18, 2008, amended and restated as of April 23, 2010, as further amended and restated as of May 31, 2011, as further amended as of November 6, 2012 and as further amended and restated as of December 12, 2013 among the Registrant, the lenders named therein and Citibank, N.A. as administrative agent is incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on December 17, 2013. | |
(i) Michael I. Roth | ||
10(iii)(A)(1) | Employment Agreement, made as of July 13, 2004, by and between the Registrant and Michael I. Roth, is incorporated by reference to Exhibit 10(iii)(A)(9) to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2004.* | |
10(iii)(A)(2) | Supplemental Employment Agreement, dated as of January 19, 2005, between the Registrant and Michael I. Roth, is incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on January 21, 2005.* | |
10(iii)(A)(3) | Supplemental Employment Agreement, dated as of February 14, 2005, between the Registrant and Michael I. Roth, is incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on February 17, 2005.* | |
10(iii)(A)(4) | Amendment, made as of September 12, 2007, to an Employment Agreement, made as of July 13, 2004, between the Registrant and Michael I. Roth, is incorporated by reference to Exhibit 10(iii)(A)(7) to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2007. * | |
10(iii)(A)(5) | Amendment, dated May 1, 2008, to an Employment Agreement, made as of July 13, 2004, between the Registrant and Michael I. Roth, is incorporated by reference to Exhibit 10(iii)(A)(1) to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2008.* | |
10(iii)(A)(6) | The Interpublic Senior Executive Retirement Income Plan Participation Agreement, dated March 31, 2008, between the Registrant and Michael Roth, is incorporated by reference to Exhibit 10(iii)(A)(1) to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2008.* |
Exhibit No. | Description | |
10(iii)(A)(7) | Executive Change of Control Agreement, effective as of May 27, 2010, by and between the Registrant and Michael I. Roth, is incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on May 27, 2010.* | |
10(iii)(A)(8) | Extension of Existing Executive Change of Control Agreement by and between the Registrant and Michael I. Roth, dated August 29, 2013 is incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K, filed with the SEC on August 30, 2013.* | |
(ii) Andrew Bonzani | ||
10(iii)(A)(9) | Employment Agreement, effective as of December 22, 2011, by and between the Registrant and Andrew Bonzani, is incorporated by reference to Exhibit(iii)(A)(8) to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2012.* | |
10(iii)(A)(10) | Executive Change of Control Agreement, effective as of December 22, 2011, by and between the Registrant and Andrew Bonzani, is incorporated by reference to Exhibit(iii)(A)(9) to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2012.* | |
10(iii)(A)(11) | Extension of Existing Executive Change of Control Agreement by and between the Registrant and Andrew Bonzani, dated August 29, 2013 is incorporated by reference to Exhibit 10.3 to the Registrant's Current Report on Form 8-K, filed with the SEC on August 30, 2013.* | |
(iii) Christopher Carroll | ||
10(iii)(A)(12) | Employment Agreement, made as of April, 2006, by and between the Registrant and Christopher Carroll, is incorporated by reference to Exhibit 10(iii)(A)(8) to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2011.* | |
10(iii)(A)(13) | Amendment, dated as of October 29, 2007, to an Employment Agreement, made as of April 1, 2006, between the Registrant and Christopher Carroll, is incorporated by reference to Exhibit 10(iii)(A)(9) to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2011.* | |
10(iii)(A)(14) | Executive Change of Control Agreement, effective as of May 31, 2010, by and between the Registrant and Christopher Carroll, is incorporated by reference to Exhibit 10(iii)(A)(10) to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2010.* | |
10(iii)(A)(15) | Extension of Existing Executive Change of Control Agreement by and between the Registrant and Christopher Carroll, dated August 29, 2013 is incorporated by reference to Exhibit 10.4 to the Registrant's Current Report on Form 8-K, filed with the SEC on August 30, 2013.* | |
(iv) Philippe Krakowsky | ||
10(iii)(A)(16) | Executive Special Benefits Agreement, dated as of February 1, 2002, and signed as of August 21, 2002, between the Registrant and Philippe Krakowsky, is incorporated by reference to Exhibit 10(iii)(A)(v) to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2002.* | |
10(iii)(A)(17) | Employment Agreement, made as of January 1, 2006 and executed on March 20, 2006, by and between the Registrant and Philippe Krakowsky, is incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed with the SEC on March 24, 2006.* | |
10(iii)(A)(18) | Amendment, made as of September 12, 2007, to an Employment Agreement, made as of January 1, 2006, between the Registrant and Philippe Krakowsky, is incorporated by reference to Exhibit 10(iii)(A)(13) to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2007.* | |
10(iii)(A)(19) | Amendment, dated September 12, 2007, to an Executive Special Benefit Agreement, dated February 1, 2002, between the Registrant and Philippe Krakowsky, is incorporated by reference to Exhibit 10(iii)(A)(15) to the Registrant's Quarterly Report of Form 10-Q for the quarter ended September 30, 2007.* | |
10(iii)(A)(20) | Amendment, dated May 1, 2008, to an Employment Agreement, made as of January 1, 2006, between the Registrant and Philippe Krakowsky, is incorporated by reference to Exhibit 10(iii)(A)(3) to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2008.* |
Exhibit No. | Description | |
10(iii)(A)(21) | Executive Change of Control Agreement, effective as of May 27, 2010, by and between the Registrant and Philippe Krakowsky, is incorporated by reference to Exhibit 10.3 to the Registrant's Current Report on Form 8-K, filed with the SEC on May 27, 2010.* | |
10(iii)(A)(22) | Extension of Existing Executive Change of Control Agreement by and between the Registrant and Philippe Krakowsky, dated August 29, 2013 is incorporated by reference to Exhibit 10.5 to the Registrant's Current Report on Form 8-K, filed with the SEC on August 30, 2013.* | |
(v) Frank Mergenthaler | ||
10(iii)(A)(23) | Employment Agreement, made as of July 13, 2005, between the Registrant and Frank Mergenthaler is incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed with the SEC on July 19, 2005.* | |
10(iii)(A)(24) | Amendment, made as of September 12, 2007, to an Employment Agreement, made as of July 18, 2005, between the Registrant and Frank Mergenthaler, is incorporated by reference to Exhibit 10(iii)(A)(9) to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2007.* | |
10(iii)(A)(25) | Amendment, dated May 1, 2008, to an Employment Agreement, made as of July 18, 2005, between the Registrant and Frank Mergenthaler, is incorporated by reference to Exhibit 10(iii)(A)(2) to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2008.* | |
10(iii)(A)(26) | Executive Change of Control Agreement, effective as of May 27, 2010, by and between the Registrant and Frank Mergenthaler, is incorporated by reference to Exhibit 10.2 to the Registrant's Current Report on Form 8-K, filed with the SEC on May 27, 2010.* | |
10(iii)(A)(27) | Extension of Existing Executive Change of Control Agreement by and between the Registrant and Frank Mergenthaler, dated August 29, 2013 is incorporated by reference to Exhibit 10.2 to the Registrant's Current Report on Form 8-K, filed with the SEC on August 30, 2013.* | |
(vi) Jill M. Considine | ||
10(iii)(A)(28) | Amended and Restated Deferred Compensation Agreement dated as of September 4, 2008, between the Registrant and Jill M. Considine, is incorporated by reference to Exhibit 10(iii)(A)(1) to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2008.* | |
10(iii)(A)(29) | Letter, dated November 2, 2006, from Jill M. Considine to the Registrant, is incorporated by reference to Exhibit 10(iii)(B) to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2006.* | |
(vii) Richard A. Goldstein | ||
10(iii)(A)(30) | Amended and Restated Deferred Compensation Agreement, dated as of September 30, 2008, between the Registrant and Richard A. Goldstein, is incorporated by reference to Exhibit 10(iii)(A)(3) to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2008.* | |
10(iii)(A)(31) | Letter, dated July 24, 2006, from Richard A. Goldstein to the Registrant, is incorporated by reference to Exhibit 10(iii)(A) to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2006.* | |
Compensation Plans and Arrangements: | ||
10(iii)(A)(32) | Trust Agreement, dated as of June 1, 1990, between the Registrant, Lintas Campbell-Ewald Company, McCann-Erickson USA, Inc., McCann-Erickson Marketing, Inc., Lintas, Inc. and Chemical Bank, as Trustee, is incorporated by reference to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 1990.* | |
10(iii)(A)(33) | True North Communications Inc. Deferred Compensation Plan is incorporated by reference to Exhibit(c)(xiv) of the Registrant's Annual Report on Form 10-K for the year ended December 31, 2002. | |
10(iii)(A)(34) | Resolution of the Board of Directors of True North Communications Inc. adopted on March 1, 2002 amending the Deferred Compensation Plan is incorporated by reference to Exhibit(c)(xv) of the Registrant's Annual Report on Form 10-K for the year ended December 31, 2002.* |
Exhibit No. | Description | |
10(iii)(A)(35) | The 2002 Performance Incentive Plan of the Registrant is incorporated by reference to Appendix A to the Registrant's Proxy Statement on Schedule 14A, filed April 17, 2002.* | |
10(iii)(A)(36) | The Interpublic Outside Directors Stock Incentive Plan of the Registrant, as amended through August 1, 2003, is incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2003.* | |
10(iii)(A)(37) | The Interpublic 2004 Performance Incentive Plan (the "2004 PIP") is incorporated by reference to Appendix B to the Registrant's Proxy Statement on Schedule 14A, filed with the SEC on April 23, 2004.* | |
10(iii)(A)(38) | 2004 PIP - Form of Option Certificate is incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed with the SEC on October 27, 2004.* | |
10(iii)(A)(39) | The Employee Stock Purchase Plan (2006) of the Registrant is incorporated by reference to Appendix B to the Registrant's Proxy Statement on Schedule 14A, filed with the SEC on October 21, 2005.* | |
10(iii)(A)(40) | Amendment No. 1 to the ESPP is incorporated by reference to Exhibit 10(iii)(A)(1) to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2013. | |
10(iii)(A)(41) | Amendment No. 2 to the ESPP is incorporated by reference to Exhibit 10(iii)(A)(2) to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2013. | |
10(iii)(A)(42) | The Interpublic 2006 Performance Incentive Plan (the "2006 PIP") is incorporated by reference to Appendix A to the Registrant's Definitive Proxy Statement on Schedule 14A filed with the SEC on April 27, 2006.* | |
10(iii)(A)(43) | Amendment to the 2006 PIP is incorporated by reference to Exhibit 10(iii)(A)(1) to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2009.* | |
10(iii)(A)(44) | 2006 PIP - Form of Instrument of Nonstatutory Stock Options is incorporated by reference to Exhibit 10.5 to the Registrant's Current Report on Form 8-K filed with the SEC on June 21, 2006.* | |
10(iii)(A)(45) | Interpublic Executive Severance Plan is incorporated by reference to Exhibit 10(iii)(A)(1) to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2007.* | |
10(iii)(A)(46) | The Interpublic Senior Executive Retirement Income Plan, Amended and Restated (the "Restated SERIP"), effective January 1, 2007, is incorporated by reference to Exhibit 10(iii)(A)(1) to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2007.* | |
10(iii)(A)(47) | Restated SERIP - Form of Restated Participation Agreement is incorporated by reference to Exhibit 10(iii)(A)(2) to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2007.* | |
10(iii)(A)(48) | Restated SERIP - Form of Participation Agreement (Form For New Participants) is incorporated by reference to Exhibit 10(iii)(A)(3) to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2007.* | |
10(iii)(A)(49) | The Interpublic Capital Accumulation Plan, Amended and Restated (the “Restated CAP”), effective January 1, 2007, is incorporated by reference to Exhibit 10(iii)(A)(4) to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2007.* | |
10(iii)(A)(50) | Restated CAP - Form of Restated Participation Agreement is incorporated by reference to Exhibit 10(iii)(A)(5) to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2007.* | |
10(iii)(A)(51) | Restated CAP - Form of Participation Agreement (Form For New Participants), is incorporated by reference to Exhibit 10(iii)(A)(6) to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2007.* | |
10(iii)(A)(52) | Description of Changes to the Compensation of Board Committee Chairs and Presiding Director is incorporated by reference to Exhibit 10(iii)(A)(2) to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2009.* | |
10(iii)(A)(53) | Description of the Change in Compensation for Non-Management Directors and Board Committee Chairs is incorporated by reference to Exhibit 10(iii)(A)(73) to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2010.* | |
10(iii)(A)(54) | Description of the Changes to the Compensation of Non-Management Directors and the Corporate Governance Committee Chair is incorporated by reference to Exhibit 10(iii)(A)(1) to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2012.* |
Exhibit No. | Description | |
10(iii)(A)(55) | The Interpublic 2009 Performance Incentive Plan (the “2009 PIP”) is incorporated by reference to Appendix A to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed with the SEC on June 2, 2009.* | |
10(iii)(A)(56) | 2009 PIP Restricted Stock Award Agreement is incorporated by reference to Exhibit 10(iii)(A)(2) to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2009.* | |
10(iii)(A)(57) | 2009 PIP Restricted Stock Award Agreement (updated 2014).* | |
10(iii)(A)(58) | 2009 PIP Performance Share Award Agreement is incorporated by reference to Exhibit 10(iii)(A)(4) to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2009.* | |
10(iii)(A)(59) | 2009 PIP Performance Share Award Agreement (updated 2010) is incorporated by reference to Exhibit 10(iii)(A)(86) to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2010.* | |
10(iii)(A)(60) | 2009 PIP Performance Share Award Agreement (updated 2013) is incorporated by reference to Exhibit 10(iii)(A)(58) to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2012.* | |
10(iii)(A)(61) | 2009 PIP Performance Share Award Agreement (updated 2014).* | |
10(iii)(A)(62) | 2009 PIP Combined Restricted Stock and Performance Cash Award Agreement is incorporated by reference to Exhibit 10(iii)(A)(6) to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2009.* | |
10(iii)(A)(63) | 2009 PIP Non-Statutory Stock Option Award Agreement is incorporated by reference to Exhibit 10(iii)(A)(8) to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2009.* | |
10(iii)(A)(64) | 2009 PIP Restricted Stock Unit Award Agreement (updated) is incorporated by reference to Exhibit 10(iii)(A)(84) to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2010.* | |
10(iii)(A)(65) | 2009 PIP Restricted Stock Unit Award Agreement (updated 2010) is incorporated by reference to Exhibit 10(iii)(A)(85) to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2010.* | |
10(iii)(A)(66) | 2009 PIP Combined Performance Share and Performance Cash Award Agreement (updated 2010) is incorporated by reference to Exhibit 10(iii)(A)(87) to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2010.* | |
10(iii)(A)(67) | 2009 PIP Performance Cash Award Agreement is incorporated by reference to Exhibit 10(iii)(A)(88) to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2010.* | |
10(iii)(A)(68) | 2009 PIP Performance Cash Award Agreement (updated 2013) is incorporated by reference to Exhibit 10(iii)(A)(66) to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2012.* | |
10(iii)(A)(69) | 2009 PIP Performance Cash Award Agreement (updated 2014).* | |
10(iii)(A)(70) | 2009 PIP Non-Statutory Stock Option Award Agreement (updated 2010) is incorporated by reference to Exhibit 10(iii)(A)(89) to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2010.* | |
10(iii)(A)(71) | 2009 PIP Non-Statutory Stock Option Award Agreement (updated 2013) is incorporated by reference to Exhibit 10(iii)(A)(68) to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2012.* | |
10(iii)(A)(72) | The 2009 Non-Management Directors’ Stock Incentive Plan (the “2009 NMD Plan”) is incorporated by reference to Exhibit 10(iii)(A)(9) to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2009.* | |
10(iii)(A)(73) | Amendment to the 2009 NMD Plan is incorporated by reference to Exhibit 10(iii)(A)(2) to the Registrant's Quarterly Form 10-Q for the quarter ended September 30, 2012.* | |
10(iii)(A)(74) | 2009 NMD Plan Restricted Stock Award Agreement is incorporated by reference to Exhibit 10(iii)(A)(10) to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2009.* | |
10(iii)(A)(75) | 2009 NMD Plan Restricted Stock Award Agreement (updated 2013) is incorporated by reference to Exhibit 10(iii)(A)(3) to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012.* | |
10(iii)(A)(76) | 2009 NMD Plan Restricted Stock Unit Award Agreement is incorporated by reference to Exhibit 10(iii)(A)(11) to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2009.* |
Exhibit No. | Description | |
10(iii)(A)(77) | 2009 NMD Plan Non-Statutory Stock Option Award Agreement is incorporated by reference to Exhibit 10(iii)(A)(12) to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2009.* | |
10(iii)(A)(78) | Supplement to the 2006 PIP and 2009 PIP is incorporated by reference to Exhibit 10(iii)(A)(88) to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2009.* | |
12 | Computation of Ratios of Earnings to Fixed Charges. | |
21 | Subsidiaries of the Registrant. | |
23 | Consent of PricewaterhouseCoopers LLP. | |
24 | Power of Attorney to sign Form 10-K and resolution of Board of Directors re Power of Attorney. | |
31.1 | Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended. | |
31.2 | Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended. | |
32 | Certification of the Chief Executive Officer and the Chief Financial Officer furnished pursuant to 18 U.S.C. Section 1350 and Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended. | |
101 | Interactive Data File, for the period ended December 31, 2013. |
* | Management contracts and compensation plans and arrangements. |
Date of Award | [DATE] | Participant's Name [NAME] |
Target Amount to be Paid Upon Vesting | [X] | |
Performance Period | January 1, 2014 through December 31, [YEAR] | |
Vesting Date | Subject to the (i) terms of the Plan, (ii) the forfeiture, cancellation, and rescission provisions of this Agreement and (iii) Participant's execution of the non-solicitation and non-service agreement that is attached hereto as Exhibit B, the scheduled vesting date is the third anniversary of the Date of Award, or such later date as specified in the following paragraph. Notwithstanding any other provision of this Agreement, if the audit of the Company's consolidated financial statements for the years included in the Performance Period (the "Audited Financials") has not been completed more than fifteen (15) days before the vesting date set forth above, the vesting date shall be delayed until the earlier of (i) the thirtieth (30th) day after the completion of the Audited Financials for the years included in the Performance Period or (ii) the date the Actual Payment Amount (as defined below) is paid. Except as otherwise provided in the Plan, any portion of this Performance Cash Award that is not vested on the date the Participant ceases to be an employee of the Company and its Subsidiaries and Affiliates shall be forfeited. | |
Actual Payment Amount | The "Actual Payment Amount" (to the extent vested) shall be between 0 and 3 times the "Target Amount to be Paid Upon Vesting," as determined by the Committee based on performance against the financial metrics described in the Award Letter from Interpublic (the "Performance Criteria"). | |
Payment Date | [PAYMENT DATE OR SCHEDULE] |
Achievement of Performance Criteria | Subject to the terms of the Plan, the Committee shall have sole and exclusive discretion to determine whether and the extent to which the applicable Performance Criteria have been achieved, and the corresponding amount that is payable pursuant to this Performance Cash Award. Except in the case of death or a Change of Control, no payment shall be made pursuant to this Performance Cash Award unless the Committee has certified in writing that the Performance Criteria and all other material terms of this Performance Cash Award have been satisfied. |
Tax Withholding | Regardless of any action the Company or the Participant's employer takes with respect to any or all income tax (including U.S. federal, state and local taxes and/or non-U.S. taxes), social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by the Participant is and remains the Participant’s responsibility. Neither the Company nor the Participant's employer: (a) make any representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance Cash Award, including the grant of the Performance Cash Award, and the vesting or settlement of the Performance Cash Award; or (b) commit to structure the terms of the grant or any aspect of the Performance Cash Award to reduce or eliminate the Participant’s liability for Tax-Related Items. If the Participant's country of residence (and / or country of employment, if different) requires withholding of Tax-Related Items, the Company may withhold a sufficient portion of the Actual Payment Amount equal to the amount of Tax-Related Items required to be withheld. If the Participant relocates to another jurisdiction, the Participant is responsible for notifying the Company of such relocation and is responsible for compliance with all applicable tax requirements. If the Participant is subject to taxation in more than one jurisdiction, the Participant acknowledges that the Company or the Participant's employer may be required to withhold or account for Tax-Related Items in more than one jurisdiction. By accepting this Performance Cash Award, the Participant expressly consents to the withholding method as provided for hereunder. All other Tax-Related Items related to the Performance Cash Award and amounts delivered in settlement thereof are the Participant’s sole responsibility. Neither the Company nor any of its Subsidiaries or Affiliates is responsible for any liability or penalty relating to taxes (including excise taxes) on compensation (including imputed compensation) or other income attributed to the Participant (or a Beneficiary) pursuant to this Agreement, whether as a result of the Participant failing to make timely payments of tax or otherwise. |
Change of Control | This Award shall not vest or become immediately payable merely upon the occurrence of a Change of Control. However, the following provisions shall apply if a Change of Control occurs before the Vesting Date: (i) Upon the Change of Control, the Actual Payment Amount shall be fixed at Target. Such Actual Payment Amount shall continue to be conditioned on the Participant remaining employed by the Company or a Subsidiary or Affiliate through the Vesting Date (subject to the provisions of the Plan and this Agreement with respect to death and Disability, and paragraph (iii), below), and shall be paid at the time prescribed by this Agreement. (iii) If prior to the Vesting Date and within 24 months after the Change of Control, the Participant has a Termination of Employment either (1) by the Company (including its successor) or the Participant’s employer without Cause or (2) if the Participant has “good reason” rights under the Company’s Executive Severance Plan or an employment agreement, by the Participant for “good reason” (as defined in the applicable plan or agreement), then (A) this Award shall become immediately vested and payable to the Participant, and (B) the payment date shall occur within 30 days after the Participant’s Termination of Employment subject to the six-month delay rule set forth in Section 12(m)(2) of the Plan). |
Compliance with Local Laws | If the Participant is a resident of or employed in a country other than the United States, the Participant agrees, as a condition of the Performance Cash Award, to repatriate all payments attributable to the Performance Cash Award in accordance with local foreign exchange rules and regulations in the Participant’s country of residence (and country of employment, if different). In addition, the Participant agrees to take any and all actions, and consents to any and all actions taken by the Company and the Participant's employer as may be required to allow the Company and the Participant's employer to comply with local laws, rules and regulations in the Participant’s country of residence (and country of employment, if different). Finally, the Participant agrees to take any and all actions that may be required to comply with the Participant’s personal legal and tax obligations under local laws, rules and regulations in the Participant’s country of residence (and country of employment, if different). |
EU Age Discrimination Rules | If the Participant is resident and/or employed in a country that is a member of the European Union, the grant of the Performance Cash Award and the Agreement are intended to comply with the age discrimination provisions of the EU Equal Treatment Framework Directive, as implemented into local law (the “Age Discrimination Rules”). To the extent that a court or tribunal of competent jurisdiction determines that any provision of the Agreement is invalid or unenforceable, in whole or in part, under the Age Discrimination Rules, the Company, in its sole discretion, shall have the power and authority to revise or strike such provision to the minimum extent necessary to make it valid and enforceable to the full extent permitted under local law. |
Forfeiture of Award | Before accepting this Performance Cash Award, the Participant must disclose to the Company in writing all grants to the Participant of options, shares and other equity rights with respect to any Subsidiary of the Company ("Subsidiary Grants") that are still outstanding. Failure to disclose in writing the existence of any such outstanding Subsidiary Grants shall result in immediate cancellation and forfeiture of the Performance Cash Award set forth in this Agreement, unless the Committee determines in its sole discretion that such failure was reasonable under the circumstances. |
Cancellation and Rescission | Notwithstanding any other provision of the Plan or this Agreement, Participant acknowledges and agrees that the Company may cancel, rescind, suspend, withhold, modify, amend or otherwise limit or restrict this Performance Cash Award (whether vested or not vested) at any time if the Participant is not in compliance with all applicable provisions of the Agreement and the Plan, or if the Participant engages in any “Prohibited Activity.” For purposes of this Agreement, “Prohibited Activity” includes: (i) any activity that would enable the Company (or any Subsidiary or Affiliate where the Participant is employed) to terminate the Participant’s employment for cause (as defined in the Plan or any employment agreement or other plan or arrangement that covers the Participant); (ii) a material violation of any rule, policy or procedure of the Company (or any Subsidiary or Affiliate where the Participant is employed), including but not limited to the Code of Conduct of the Company (and any such Subsidiary or Affiliate); (iii) before a Change of Control, a failure to be in compliance with any share ownership objectives of the Company applicable to the Participant, or (iv) before a Change of Control, any other conduct or act that the Company determines is injurious, detrimental or prejudicial to any interest of the Company. Participant agrees that the cancellation and rescission provisions of this Agreement are reasonable and agrees not to challenge the reasonableness of such provisions, even where forfeiture of this Agreement is the penalty for violation; provided that the Participant may challenge the reasonableness of any forfeiture that occurs after a Change of Control. |
No Employment Rights | The grant of the Performance Cash Award shall not be interpreted to form an employment contract between the Participant and the Company or the Participant's employer. |
Discretionary Nature of Award | The Participant acknowledges and agrees that the Plan is discretionary in nature and may be amended, cancelled or terminated by the Company, in its sole discretion, at any time. The grant of the Performance Cash Award under the Plan is a one-time benefit and does not create any contractual or other right to receive a grant of an Performance Cash Award or any other forms of award permitted under the Plan or other benefits in lieu thereof in the future. Future grants, if any, will be at the sole discretion of the Company, including, but not limited to, the form and timing of any grant, the amount of the cash payment subject to the grant and the vesting provisions. Any amendment, modification or termination of the Plan shall not constitute a change or impairment of the terms and conditions of the Participant's employment with the Participant's employer. |
Extraordinary Benefit | The Participant's participation in the Plan is voluntary. The value of the Performance Cash Award and any other awards granted under the Plan is an extraordinary item of compensation outside the scope of the Participant's employment (and the Participant's employment contract, if any). Any grant under the Plan, including the grant of the Performance Cash Award, is not part of the Participant's normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension, or retirement benefits or similar payments. |
Value of Benefit | The future value of the Actual Payment Amount subject to the Performance Cash Award is unknown and cannot be predicted with certainty. The Company shall not be liable for any foreign exchange rate fluctuation, where applicable, between the Participant's local currency and the United States dollar that may affect the value of the Performance Cash Award or of any amounts due to the Participant pursuant to the settlement of the Performance Cash Award. |
No Public Offering | The grant of the Performance Cash Award is not intended to be a public offering of securities in the Participant's country of residence (and country of employment, if different). The Company has not submitted any registration statement, prospectus or other filings with the local securities authorities (unless otherwise required under local law). No employee of the Company or its Subsidiaries or Affiliates is permitted to provide the Participant with any legal, tax or financial advice with respect to the grant of the Performance Cash Award. The Participant should carefully review all of the materials related to the Performance Cash Award and the Plan, and the Participant should consult with the Participant's personal legal, tax and financial advisors for professional advice in relation to the Participant's personal circumstances. |
English Language | If the Participant is resident outside of the United States, the Participant acknowledges and agrees that it is the Participant's express intent that the Agreement, the Plan and all other documents, notices and legal proceedings entered into, given or instituted pursuant to the Performance Cash Award be drawn up in English. |
Electronic Delivery | The Company may, in its sole discretion, decide to deliver any documents related to the Performance Cash Award or other awards granted to the Participant under the Plan by electronic means. The Participant hereby consent to receive such documents by electronic delivery and agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company. |
Data Privacy | The Company and the Participant's employer hereby notify the Participant of the following in relation to the Participant's personal data and the collection, use, processing and transfer of such data in relation to the grant of the Performance Cash Award and the Participant's participation in the Plan pursuant to applicable personal data protection laws. The collection, use, processing and transfer of the Participant's personal data is necessary for the Company’s administration of the Plan and the Participant's participation in the Plan, and the Participant's denial and/or objection to the collection, processing and transfer of personal data may affect the Participant's ability to participate in the Plan. As such, the Participant voluntarily acknowledge, consent and agree (where required under applicable law) to the collection, use, processing and transfer of personal data as described herein. The Company and the Participant's employer hold certain personal information about the Participant, including (but not limited to) the Participant's name, home address and telephone number, date of birth, social security number or other employee identification number, salary, nationality, job title, any Shares or directorships held in the Company, details of all Performance Cash Awards or any other entitlement to Shares awarded, canceled, purchased, vested, unvested or outstanding in the Participant's favor for the purpose of managing and administering the Plan (“Data”). The Data may be provided by the Participant or collected, where lawful, from third parties, and the Company and the Participant's employer will process the Data for the exclusive purpose of implementing, administering and managing the Participant's participation in the Plan. The data processing will take place through electronic and non-electronic means according to logics and procedures strictly correlated to the purposes for which the Data is collected and with confidentiality and security provisions as set forth by applicable laws and regulations in the Participant's country of residence. Data processing operations will be performed minimizing the use of personal and identification data when such operations are unnecessary for the processing purposes sought. The Data will be accessible within the Company’s organization only by those persons requiring access for purposes of the implementation, administration and operation of the Plan and for the Participant's participation in the Plan. The Company and the Participant's employer will transfer Data as necessary for the purpose of implementation, administration and management of the Participant's participation in the Plan, and the Company and the Participant's employer may each further transfer Data to any third parties assisting the Company in the implementation, administration and management of the Plan. These recipients may be located in the European Economic Area, the United States or elsewhere throughout the world. The Participant hereby authorize (where required under applicable law) the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for purposes of implementing, administering and managing the Participant's participation in the Plan, including any requisite transfer of such Data as may be required for the administration of the Plan and/or the subsequent holding of cash on the Participant's behalf to a broker or other third party with whom the Participant may elect to deposit any cash acquired pursuant to the Plan. The Participant may, at any time, exercise the Participant's rights provided under applicable personal data protection laws, which may include the right to (a) obtain confirmation as to the existence of the Data, (b) verify the content, origin and accuracy of the Data, (c) request the integration, update, amendment, deletion or blockage (for breach of applicable laws) of the Data and (d) oppose, for legal reasons, the collection, processing or transfer of the Data that is not necessary or required for the implementation, administration and/or operation of the Plan and the Participant's participation in the Plan. The Participant may seek to exercise these rights by contacting the Participant's local HR manager. |
Successors and Assigns | The Company may assign any of its rights under this Agreement. This Agreement will be binding upon and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein, this Agreement will be binding upon the Participant and the Participant's beneficiaries, executors or administrators. |
Addendum | Notwithstanding any provisions of the Agreement to the contrary, the Performance Cash Award shall be subject to any special terms and conditions for the Participant's country of residence (and country of employment, if different) set forth in an addendum to the Agreement (an “Addendum”). Further, if the Participant transfers the Participant's residence and/or employment to another country reflected in an Addendum to the Agreement at the time of transfer, the special terms and conditions for such country will apply to the Participant to the extent the Company determines, in its sole discretion, that the application of such terms and conditions is necessary or advisable in order to comply with local law or to facilitate the operation and administration of the award and the Plan (or the Company may establish alternative terms and conditions as may be necessary or advisable to accommodate the Participant's transfer). In all circumstances, any applicable Addendum shall constitute part of the Agreement. |
Additional Requirements | The Company reserves the right to impose other requirements on the Performance Cash Award and the Participant's participation in the Plan to the extent the Company determines, in its sole discretion, that such other requirements are necessary or advisable in order to comply with local law or to facilitate the operation and administration of the award and the Plan. Such requirements may include (but are not limited to) requiring the Participant to sign any agreements or undertakings that may be necessary to accomplish the foregoing. |
Severability | The invalidity or unenforceability of any provision of the Plan or this Agreement will not affect the validity or enforceability of any other provision of the Plan or this Agreement, and each provision of the Plan and this Agreement will be severable and enforceable to the extent permitted by law. |
Interpretation and Construction | This Agreement and the Plan shall be construed and interpreted by the Committee, in its sole discretion. Any interpretation or other determination by the Committee (including, but not limited to, correction of any defect or omission and reconciliation of any inconsistency in the Agreement or the Plan) shall be binding and conclusive. All determinations regarding enforcement, waiver or modification of the cancellation and rescission and other provisions of this Agreement (including the provisions relating to termination of employment, death and disability) shall be made in the Company’s sole discretion. Determinations made under this Agreement and the Plan need not be uniform and may be made selectively among individuals, whether or not such individuals are similarly situated. |
Entire Understanding | This Agreement, the Award Letter from Interpublic, the terms of the Plan and the non-solicitation and non-service agreement attached hereto as Exhibit C constitute the entire understanding between the Participant and the Company and its Subsidiaries and Affiliates regarding this Performance Cash Award. Any prior agreements, commitments, or negotiations concerning this Performance Cash Award are superseded. |
Participant's Acknowledgement and Agreement | By accepting the grant of the Performance Cash Award, the Participant acknowledges that the Participant has read the Agreement, the Addendum to the Agreement (as applicable), the Plan, and the non-solicitation and non-service agreement and the Participant specifically accepts and agrees to the provisions therein. |
Date of Award | [DATE] Participant's Name [NAME] | |
Target Number of Shares to be Awarded Upon Vesting | [X] | |
Performance Period | January 1, 2014 through December 31, [YEAR] | |
Vesting Date | Subject to the (i) terms of the Plan, (ii) the forfeiture, cancellation, and rescission provisions of this Agreement and (iii) Participant's execution of the non-solicitation and non-service agreement that is attached hereto as Exhibit B, the scheduled vesting date is the third anniversary of the Date of Award, or such later date as specified in the following paragraph. Notwithstanding any other provision of this Agreement, if the audit of the Company's consolidated financial statements for the years included in the Performance Period (the "Audited Financials") has not been completed more than fifteen (15) days before the vesting date set forth above, the vesting date shall be delayed until the earlier of (i) the thirtieth (30th) day after the completion of the Audited Financials for the years included in the Performance Period or (ii) the date the Actual Shares Awarded (as defined below) are delivered. Unless the Committee or its designee determines otherwise in its sole discretion, any portion of this Award that is not vested on the date the Participant ceases to be an employee of the Company and its Subsidiaries and Affiliates shall be forfeited. | |
Actual Shares Awarded | The "Actual Shares Awarded" (to the extent vested) shall be between 0 and 3 times the "Target Number of Shares to be Awarded Upon Vesting," as determined by the Committee based on performance against the financial metrics described in the Award Letter from Interpublic (the "Performance Criteria"). [Form of Actual Payment Amount may be made in cash, shares, or a combination as prescribed in Section 7(b) of the Plan.] | |
Payment Date | [PAYMENT DATE OR SCHEDULE] |
Achievement of Performance Criteria | Subject to the terms of the Plan, the Committee shall have sole and exclusive discretion to determine whether and the extent to which the applicable Performance Criteria have been achieved, and the corresponding number of Actual Shares Awarded. Except in the case of death or a Change of Control, no payment shall be made pursuant to this Award unless the Committee has certified in writing that the Performance Criteria and all other material terms of the Award have been satisfied. |
Tax Withholding | Regardless of any action the Company or the Participant's employer takes with respect to any or all income tax (including U.S. federal, state and local taxes and/or non-U.S. taxes), social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by the Participant is and remains the Participant’s responsibility. Neither the Company nor the Participant's employer: (a) make any representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Award, including the grant of the Award, the vesting or settlement of the Award, the subsequent sale of any Shares acquired pursuant to the Award and the receipt of any dividends or dividend equivalents; or (b) commit to structure the terms of the grant or any aspect of the Award to reduce or eliminate the Participant’s liability for Tax-Related Items. The Participant may elect, via the Company's stock plan administrator (currently, UBS Financial Services), to pay any Tax-Related Items required to be withheld in connection with the Award (as determined by the Committee in good faith in its sole discretion) via any of the following methods: (1) withholding a sufficient number of whole Shares from the Actual Shares Awarded to the Participant as a result of the vesting and settlement of the Award (or, in the case of an Award settled in cash, a portion of the sales proceeds) having a fair market value equal to the amount of Tax-Related Items required to be withheld ("Share Withholding"); (2) selling a sufficient number of whole Shares from the Actual Shares Awarded to the Participant as a result of the vesting and settlement of the Award having a fair market value equal to the minimum amount of Tax-Related Items required to be withheld; or (3) selling all of the Actual Shares Awarded to the Participant as a result of the vesting and settlement of the Award, and withholding from the sale proceeds the minimum amount of Tax-Related Items required to be withheld, with the net proceeds disbursed to the Participant. To the extent the Participant fails to elect one of the foregoing withholding methods within [30] days of the Date of Award, the Company (or the Participant's employer) shall satisfy any withholding obligation for Tax-Related Items via Share Withholding. If the Participant relocates to another jurisdiction, the Participant is responsible for notifying the Company of such relocation and is responsible for compliance with all applicable tax requirements. If the Participant is subject to taxation in more than one jurisdiction, the Participant acknowledges that the Company or the Participant's employer may be required to withhold or account for Tax-Related Items in more than one jurisdiction. By accepting this Award, the Participant expressly consents to the withholding methods as provided for hereunder. All other Tax-Related Items related to the Award and any Shares or cash delivered in settlement thereof are the Participant’s sole responsibility. Neither the Company nor any of its Subsidiaries or Affiliates is responsible for any liability or penalty relating to taxes (including excise taxes) on compensation (including imputed compensation) or other income attributed to the Participant (or a Beneficiary) pursuant to this Agreement, whether as a result of the Participant failing to make timely payments of tax or otherwise. |
Change of Control | This Award shall not vest or become immediately payable merely upon the occurrence of a Change of Control. However, the following provisions shall apply if a Change of Control occurs before the Vesting Date: (i) Upon the Change of Control, the number of Actual Shares Awarded shall be fixed at the Target Number of Shares. Such Actual Shares Awarded shall continue to be conditioned on the Participant remaining employed by the Company or a Subsidiary or Affiliate through the Vesting Date (subject to the provisions of the Plan and this Agreement with respect to death and Disability, and paragraph (iii), below), and shall be paid at the time prescribed by this Agreement. (ii) If as a result of the Change of Control the Company ceases to exist or the Company’s Shares are no longer traded on the New York Stock Exchange, the Actual Shares Awarded shall be converted into a cash amount equal to the value of the Actual Shares Awarded, based on the closing price of the Company Shares on the last day the Company Shares are traded on the New York Stock Exchange prior to the Change in Control. Such cash amount shall continue to be conditioned on the Participant remaining employed by the Company or a Subsidiary or Affiliate through the Vesting Date (subject to the provisions of the Plan and this Agreement with respect to death and Disability, and paragraph (iii), below), and shall be paid at the time prescribed by this Agreement. (iii) If prior to the Vesting Date and within 24 months after the Change of Control, the Participant has a Termination of Employment either (1) by the Company (including its successor) or the Participant’s employer without Cause or (2) if the Participant has “good reason” rights under the Company’s Executive Severance Plan or an employment agreement, by the Participant for “good reason” (as defined in the applicable plan or agreement), then (A) this Award shall become immediately vested and payable to the Participant, and (B) the payment date shall occur within 30 days after the Participant’s Termination of Employment subject to the six-month delay rule set forth in Section 12(m)(2) of the Plan). |
Compliance with Local Laws | Notwithstanding anything to the contrary contained in this Agreement, the Company may, in its sole discretion, settle the Award in the form of: (1) a cash payment to the extent settlement in Shares (a) is prohibited under local law, rules and regulations, (b) would require the Participant, the Company or the Participant's employer to obtain the approval of any governmental and/or regulatory body in the Participant's country of residence (and/or country of employment, if different), or (c) is administratively burdensome; or (2) Shares, but require the Participant to immediately sell such Shares (in which case, this Agreement shall give the Company the authority to issues sales instructions on behalf of the Participant). If the Participant is a resident of or employed in a country other than the United States, the Participant agrees, as a condition of the Award, to repatriate all payments attributable to the Award in accordance with local foreign exchange rules and regulations in the Participant’s country of residence (and country of employment, if different). In addition, the Participant agrees to take any and all actions, and consents to any and all actions taken by the Company and the Participant's employer as may be required to allow the Company and the Participant's employer to comply with local laws, rules and regulations in the Participant’s country of residence (and country of employment, if different). Finally, the Participant agrees to take any and all actions that may be required to comply with the Participant’s personal legal and tax obligations under local laws, rules and regulations in the Participant’s country of residence (and country of employment, if different). |
EU Age Discrimination Rules | If the Participant is resident and/or employed in a country that is a member of the European Union, the grant of the Award and the Agreement are intended to comply with the age discrimination provisions of the EU Equal Treatment Framework Directive, as implemented into local law (the “Age Discrimination Rules”). To the extent that a court or tribunal of competent jurisdiction determines that any provision of the Agreement is invalid or unenforceable, in whole or in part, under the Age Discrimination Rules, the Company, in its sole discretion, shall have the power and authority to revise or strike such provision to the minimum extent necessary to make it valid and enforceable to the full extent permitted under local law. |
Forfeiture of Award | Before accepting this Award, the Participant must disclose to the Company in writing all grants to the Participant of options, shares and other equity rights with respect to any Subsidiary of the Company ("Subsidiary Grants") that are still outstanding. Failure to disclose in writing the existence of any such outstanding Subsidiary Grants shall result in immediate cancellation and forfeiture of the Award set forth in this Agreement, unless the Committee determines in its sole discretion that such failure was reasonable under the circumstances. |
Cancellation and Rescission | Notwithstanding any other provision of the Plan or this Agreement, Participant acknowledges and agrees that the Company may cancel, rescind, suspend, withhold, modify, amend or otherwise limit or restrict this Award (whether vested or not vested) at any time if the Participant is not in compliance with all applicable provisions of the Agreement and the Plan, or if the Participant engages in any “Prohibited Activity.” For purposes of this Agreement, “Prohibited Activity” includes: (i) any activity that would enable the Company (or any Subsidiary or Affiliate where the Participant is employed) to terminate the Participant’s employment for cause (as defined in the Plan or any employment agreement or other plan or arrangement that covers the Participant); (ii) a material violation of any rule, policy or procedure of the Company (or any Subsidiary or Affiliate where the Participant is employed), including but not limited to the Code of Conduct of the Company (and any such Subsidiary or Affiliate); (iii) before a Change of Control, a failure to be in compliance with any share ownership objectives of the Company applicable to the Participant, or (iv) before a Change of Control, any other conduct or act that the Company determines is injurious, detrimental or prejudicial to any interest of the Company. Participant agrees that the cancellation and rescission provisions of this Agreement are reasonable and agrees not to challenge the reasonableness of such provisions, even where forfeiture of this Agreement is the penalty for violation; provided that the Participant may challenge the reasonableness of any forfeiture that occurs after a Change of Control. |
No Employment Rights | The grant of the Award shall not be interpreted to form an employment contract between the Participant and the Company or the Participant's employer. |
Discretionary Nature of Award | The Participant acknowledges and agrees that the Plan is discretionary in nature and may be amended, cancelled or terminated by the Company, in its sole discretion, at any time. The grant of the Award under the Plan is a one-time benefit and does not create any contractual or other right to receive a grant of an Award or any other forms of award permitted under the Plan or other benefits in lieu thereof in the future. Future grants, if any, will be at the sole discretion of the Company, including, but not limited to, the form and timing of any grant, the number of Shares subject to the grant and the vesting provisions. Any amendment, modification or termination of the Plan shall not constitute a change or impairment of the terms and conditions of the Participant's employment with the Participant's employer. |
Extraordinary Benefit | The Participant's participation in the Plan is voluntary. The value of the Award and any other awards granted under the Plan is an extraordinary item of compensation outside the scope of the Participant's employment (and the Participant's employment contract, if any). Any grant under the Plan, including the grant of the Award, is not part of the Participant's normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension, or retirement benefits or similar payments. |
Value of Benefit | The future value of the Shares subject to this Award is unknown and cannot be predicted with certainty. The Company shall not be liable for any foreign exchange rate fluctuation, where applicable, between the Participant's local currency and the United States dollar that may affect the value of the Award or of any amounts due to the Participant pursuant to the settlement of the Award or the subsequent sale of any Shares acquired upon settlement |
No Public Offering | The grant of the Award is not intended to be a public offering of securities in the Participant's country of residence (and country of employment, if different). The Company has not submitted any registration statement, prospectus or other filings with the local securities authorities (unless otherwise required under local law). No employee of the Company or its Subsidiaries or Affiliates is permitted to advise the Participant on whether the Participant should acquire Shares under the Plan and provide the Participant with any legal, tax or financial advice with respect to the grant of the Award. The acquisition of Shares involves certain risks, and the Participant should carefully consider all risk factors and tax considerations relevant to the acquisition and disposition of Shares under the Plan. Further, the Participant should carefully review all of the materials related to the Award and the Plan, and the Participant should consult with the Participant's personal legal, tax and financial advisors for professional advice in relation to the Participant's personal circumstances. |
English Language | If the Participant is resident outside of the United States, the Participant acknowledges and agrees that it is the Participant's express intent that the Agreement, the Plan and all other documents, notices and legal proceedings entered into, given or instituted pursuant to the Award be drawn up in English. |
Electronic Delivery | The Company may, in its sole discretion, decide to deliver any documents related to the Award or other awards granted to the Participant under the Plan by electronic means. The Participant hereby consent to receive such documents by electronic delivery and agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company. |
Data Privacy | The Company and the Participant's employer hereby notify the Participant of the following in relation to the Participant's personal data and the collection, use, processing and transfer of such data in relation to the grant of the Award and the Participant's participation in the Plan pursuant to applicable personal data protection laws. The collection, use, processing and transfer of the Participant's personal data is necessary for the Company’s administration of the Plan and the Participant's participation in the Plan, and the Participant's denial and/or objection to the collection, processing and transfer of personal data may affect the Participant's ability to participate in the Plan. As such, the Participant voluntarily acknowledge, consent and agree (where required under applicable law) to the collection, use, processing and transfer of personal data as described herein. The Company and the Participant's employer hold certain personal information about the Participant, including (but not limited to) the Participant's name, home address and telephone number, date of birth, social security number or other employee identification number, salary, nationality, job title, any Shares or directorships held in the Company, details of all Award or any other entitlement to Shares awarded, canceled, purchased, vested, unvested or outstanding in the Participant's favor for the purpose of managing and administering the Plan (“Data”). The Data may be provided by the Participant or collected, where lawful, from third parties, and the Company and the Participant's employer will process the Data for the exclusive purpose of implementing, administering and managing the Participant's participation in the Plan. The data processing will take place through electronic and non-electronic means according to logics and procedures strictly correlated to the purposes for which the Data is collected and with confidentiality and security provisions as set forth by applicable laws and regulations in the Participant's country of residence. Data processing operations will be performed minimizing the use of personal and identification data when such operations are unnecessary for the processing purposes sought. The Data will be accessible within the Company’s organization only by those persons requiring access for purposes of the implementation, administration and operation of the Plan and for the Participant's participation in the Plan. The Company and the Participant's employer will transfer Data as necessary for the purpose of implementation, administration and management of the Participant's participation in the Plan, and the Company and the Participant's employer may each further transfer Data to any third parties assisting the Company in the implementation, administration and management of the Plan. These recipients may be located in the European Economic Area, the United States or elsewhere throughout the world. The Participant hereby authorize (where required under applicable law) the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for purposes of implementing, administering and managing the Participant's participation in the Plan, including any requisite transfer of such Data as may be required for the administration of the Plan and/or the subsequent holding of Shares on the Participant's behalf to a broker or other third party with whom the Participant may elect to deposit any Shares acquired pursuant to the Plan. The Participant may, at any time, exercise the Participant's rights provided under applicable personal data protection laws, which may include the right to (a) obtain confirmation as to the existence of the Data, (b) verify the content, origin and accuracy of the Data, (c) request the integration, update, amendment, deletion or blockage (for breach of applicable laws) of the Data and (d) oppose, for legal reasons, the collection, processing or transfer of the Data that is not necessary or required for the implementation, administration and/or operation of the Plan and the Participant's participation in the Plan. The Participant may seek to exercise these rights by contacting the Participant's local HR manager. |
Successors and Assigns | The Company may assign any of its rights under this Agreement. This Agreement will be binding upon and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein, this Agreement will be binding upon the Participant and the Participant's beneficiaries, executors or administrators. |
Addendum | Notwithstanding any provisions of the Agreement to the contrary, the Award shall be subject to any special terms and conditions for the Participant's country of residence (and country of employment, if different) set forth in an addendum to the Agreement (an “Addendum”). Further, if the Participant transfers the Participant's residence and/or employment to another country reflected in an Addendum to the Agreement at the time of transfer, the special terms and conditions for such country will apply to the Participant to the extent the Company determines, in its sole discretion, that the application of such terms and conditions is necessary or advisable in order to comply with local law or to facilitate the operation and administration of the award and the Plan (or the Company may establish alternative terms and conditions as may be necessary or advisable to accommodate the Participant's transfer). In all circumstances, any applicable Addendum shall constitute part of the Agreement. |
Additional Requirements | The Company reserves the right to impose other requirements on the Award, any Shares acquired pursuant to the Award and the Participant's participation in the Plan to the extent the Company determines, in its sole discretion, that such other requirements are necessary or advisable in order to comply with local law or to facilitate the operation and administration of the award and the Plan. Such requirements may include (but are not limited to) requiring the Participant to sign any agreements or undertakings that may be necessary to accomplish the foregoing. |
Severability | The invalidity or unenforceability of any provision of the Plan or this Agreement will not affect the validity or enforceability of any other provision of the Plan or this Agreement, and each provision of the Plan and this Agreement will be severable and enforceable to the extent permitted by law. |
Interpretation and Construction | This Agreement and the Plan shall be construed and interpreted by the Committee, in its sole discretion. Any interpretation or other determination by the Committee (including, but not limited to, correction of any defect or omission and reconciliation of any inconsistency in the Agreement or the Plan) shall be binding and conclusive. All determinations regarding enforcement, waiver or modification of the cancellation and rescission and other provisions of this Agreement (including the provisions relating to termination of employment, death and disability) shall be made in the Company’s sole discretion. Determinations made under this Agreement and the Plan need not be uniform and may be made selectively among individuals, whether or not such individuals are similarly situated. |
Entire Understanding | This Agreement, the Award Letter from Interpublic, the terms of the Plan and the non-solicitation and non-service agreement attached hereto as Exhibit C constitute the entire understanding between the Participant and the Company and its Subsidiaries and Affiliates regarding this Award. Any prior agreements, commitments, or negotiations concerning this Award are superseded. |
Participant's Acknowledgement and Agreement | By accepting the grant of the Award, the Participant acknowledges that the Participant has read the Agreement, the Addendum to the Agreement (as applicable), the Plan, and the non-solicitation and non-service agreement and the Participant specifically accepts and agrees to the provisions therein. |
Date of Award | [DATE] | Participant's Name [NAME] |
Number of Shares | [X] | |
Restrictions | Subject to the terms and conditions of this Agreement and the Plan, including the restrictions set forth in Section 6(d) of the Plan, the Participant shall be the owner of record of the Shares granted under this Award and shall have all rights of a shareholder of the Company. | |
Lapse of Restrictions | Subject to the (i) terms of the Plan, (ii) the forfeiture, cancellation, and rescission provisions of this Agreement and (iii) Participant's execution of the non-solicitation and non-service agreement that is attached hereto as Exhibit B, the restrictions on the above-mentioned Shares shall lapse on the [ ] anniversary of the Date of Award. |
Section 83(b) Election | Ordinarily, restricted Shares are not subject to U.S. federal income or employment taxes until the restrictions are lifted. However, the Participant may make an election (a "Section 83(b) election") to be taxed (for U.S. federal income and employment tax purposes) on the fair market value of the Shares when the Restricted Stock Award is granted. To make a Section 83(b) election, the Participant must (i) file the Section 83(b) election with the IRS and the Company within 30 days after the date of the Restricted Stock Award set forth on the cover page and (ii) attach a copy of the Section 83(b) election to his or her tax return. Please consult your tax adviser for more information about the consequences of making a Section 83(b) election. |
Dividends | Any dividends or distributions that are paid with respect to the Shares granted under this Restricted Stock Award (regardless of whether such dividends are paid in cash or Shares) shall be subject to the same risk of forfeiture (and restrictions, if the dividends are paid in Shares) as applies to the Shares granted under this Award. |
Tax Withholding | As set forth in the Plan, the Company may be required to withhold income and employment taxes when the restrictions on the Shares lapse or when the Participant makes a Section 83(b) election. The Company will withhold the necessary number of shares to pay such taxes, unless the Participant indicates via the Company's stock plan administrator, currently UBS Financial Services, no later than two (2) business days prior to the date the restrictions lapse, that he/she will pay the taxes in another manner. The Participant remains responsible at all times for paying any income and employment taxes with respect to this Award. If the Participant relocates to another jurisdiction, the Participant is responsible for notifying the Company of such relocation and is responsible for compliance with all applicable tax requirements. Neither the Company nor any of its Subsidiaries or Affiliates are responsible for any liability or penalty relating to taxes (including excise taxes) on compensation (including imputed compensation) or other income attributed to the Participant (or a Beneficiary) pursuant to this Agreement, whether as a result of failing to make timely payments of tax or otherwise. |
Change of Control | This Award shall not vest or become immediately payable merely upon the occurrence of a Change of Control. However, the following provisions shall apply if a Change of Control occurs before the Vesting Date: (i) If as a result of the Change of Control the Company ceases to exist or the Company’s Shares are no longer traded on the New York Stock Exchange or any other, the Number of Shares awarded under this Award, and any unpaid dividend equivalents payable in Shares, shall be converted into a cash amount equal to the fair market value of the corresponding number of Shares, based on the closing price of the Company Shares on the last day the Company Shares are traded on the New York Stock Exchange prior to the Change in Control. Such cash amount shall continue to be subject to the same risk of forfeiture and vesting conditions as applied prior to the conversion, and shall be payable during the calendar year prescribed by Section 6(f) of the Plan for settlement of Restricted Stock Units (no later than last day of the “applicable 2½-month period” as defined in Treas. Reg. § 1.409A-1(b)(4)(i)(A)), except as otherwise provided in paragraph (ii), below. (iii) If prior to the Vesting Date and within 24 months after the Change of Control, the Participant has a Termination of Employment either (1) by the Company (including its successor) or the Participant’s employer without Cause or (2) if the Participant has “good reason” rights under the Company’s Executive Severance Plan or an employment agreement, by the Participant for “good reason” (as defined in the applicable plan or agreement), then (A) this Award shall become immediately vested and payable to the Participant, and (B) the payment date shall occur within 30 days after the Participant’s Termination of Employment subject to the six-month delay rule set forth in Section 12(m)(2) of the Plan). |
Forfeiture of Award | Before accepting this Award, the Participant must disclose to the Company in writing all grants to the Participant of options, shares and other equity rights with respect to any Subsidiary of the Company ("Subsidiary Grants") that are still outstanding. Failure to disclose in writing the existence of any such outstanding Subsidiary Grants shall result in immediate cancellation and forfeiture of the Award set forth in this Agreement, unless the Compensation Committee determines in its sole discretion that such failure was reasonable under the circumstances. |
Cancellation and Rescission | Notwithstanding any other provision of the Plan or this Agreement, Participant hereby acknowledges and agrees the Company may cancel, rescind, suspend, withhold, modify, amend or otherwise limit or restrict this Award (whether vested or not vested) at any time if the Participant is not in compliance with all applicable provisions of the Agreement and the Plan, or if the Participant engages in any “Prohibited Activity.” For purposes of this Agreement, “Prohibited Activity” shall include: (i) any activity that would enable the Company (or any Employer of the Participant) to terminate the Participant’s employment for cause (as defined in the Plan or any employment agreement or other plan or arrangement that covers the Participant); (ii) a material violation of any rule, policy or procedure of the Company (or any Subsidiary or Affiliate where the Participant is employed), including but not limited to the Code of Conduct of the Company (and any such Subsidiary or Affiliate); (iii) a failure to be in compliance with the incentive award related objectives of the Company applicable to the Participant, or (iv) before a Change of Control, any other conduct or act that the Company determines is injurious, detrimental or prejudicial to any interest of the Company. Participant agrees that the cancellation and rescission provisions of this Agreement are reasonable and agree not to challenge the reasonableness of such provisions, even where forfeiture of this Agreement is the penalty for violation; provided that the Participant may challenge the reasonableness of any forfeiture that occurs after a Change of Control. |
Successors and Assigns | The Company may assign any of its rights under this Agreement. This Agreement will be binding upon and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein, this Agreement will be binding upon the Participant and the Participant's beneficiaries, executors or administrators. |
Severability | The invalidity or unenforceability of any provision of the Plan or this Agreement will not affect the validity or enforceability of any other provision of the Plan or this Agreement, and each provision of the Plan and this Agreement will be severable and enforceable to the extent permitted by law. |
Interpretation and Construction | This Agreement and the Plan shall be construed and interpreted by the Committee, in its sole discretion. Any interpretation or other determination by the Committee (including, but not limited to, correction of any defect or omission and reconciliation of any inconsistency in the Agreement or the Plan) shall be binding and conclusive. All determinations regarding enforcement, waiver or modification of the cancellation and rescission and other provisions of this Agreement (including the provisions relating to termination of employment, death and disability) shall be made in the Company’s sole discretion. Determinations made under this Agreement and the Plan need not be uniform and may be made selectively among individuals, whether or not such individuals are similarly situated. |
Entire Understanding | This Agreement, the terms of the Plan and the non-solicitation and non-service agreement attached hereto as Exhibit B constitute the entire understanding between the Participant and the Company and its Affiliates regarding this Award. Any prior agreements, commitments, or negotiations concerning this Award are superseded. |
Participant's Acknowledgement and Agreement | By accepting the grant of the Restricted Stock Award, the Participant acknowledges that the Participant has read the Agreement, the Plan and the non-solicitation and non-service agreement and the Participant specifically accepts and agrees to the provisions therein. |
COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES | |||||||||||||||||||||
(Amounts in Millions, Except Ratios) | |||||||||||||||||||||
Years ended December 31, | |||||||||||||||||||||
2013 | 2012 | 2011 | 2010 | 2009 | |||||||||||||||||
Earnings1 | |||||||||||||||||||||
Income from continuing operations before income taxes | 468.0 | $ | 674.8 | $ | 738.4 | $ | 450.6 | $ | 232.4 | ||||||||||||
Fixed charges 1 | |||||||||||||||||||||
Interest expense | 122.7 | 133.5 | 136.8 | 139.7 | 155.6 | ||||||||||||||||
Interest factor of net operating rents 2 | 173.3 | 169.0 | 175.6 | 172.8 | 181.4 | ||||||||||||||||
Total fixed charges | 296.0 | 302.5 | 312.4 | 312.5 | 337.0 | ||||||||||||||||
Earnings, as adjusted | $ | 764.0 | $ | 977.3 | $ | 1,050.8 | $ | 763.1 | $ | 569.4 | |||||||||||
Ratio of earnings to fixed charges | 2.6 | 3.2 | 3.4 | 2.4 | 1.7 |
1 | Earnings consist of income from continuing operations before income taxes, equity in net income of unconsolidated affiliates and adjustments for net income attributable to noncontrolling interests. Fixed charges consist of interest on indebtedness, amortization of debt discount, waiver and other amendment fees, debt issuance costs (all of which are included in interest expense) and the portion of net rental expense deemed representative of the interest component (one-third). |
2 | We have calculated the interest factor of net operating rent as one third of our operating rent, as this represents a reasonable approximation of the interest factor. |
Company Name | State (U.S.) | |
Campbell Mithun, Inc. | Delaware | |
Campbell-Ewald Company | Delaware | |
Carmichael Lynch, Inc. | Minnesota | |
Chase Design Holdings, LLC | Delaware | |
CMGRP, Inc. | New York | |
Dailey & Associates | California | |
Deutsch Inc. | New York | |
Draftfcb, Inc. | Delaware | |
Geomentum, Inc. | Delaware | |
Golin/Harris International, Inc. | Virginia | |
Huge, LLC | New York | |
ID Media, Inc. | Delaware | |
Independent Advertising, Inc. | Delaware | |
Jack Morton Worldwide Inc. | Delaware | |
Lowe & Partners Worldwide, Inc. | Delaware | |
McCann Relationship Marketing, Inc. | New York | |
McCann-Erickson Marketing, Inc. | New York | |
McCann-Erickson USA, Inc. | Delaware | |
McCann-Erickson Worldwide, Inc. | Delaware | |
Mediabrands Worldwide, Inc. | California | |
Momentum-NA, Inc. | Colorado | |
Mullen Communications, Inc. | Massachusetts | |
Octagon, Inc. | District Of Columbia | |
PMK-BNC, Inc. | Delaware | |
R/GA Media Group, Inc. | Delaware | |
The Hacker Group, Inc. | Delaware | |
The Martin Agency, Inc. | Virginia | |
Torre Lazur Healthcare Group, LLC | New Jersey | |
True North Holdings (Asia Pacific) Inc. | Delaware | |
True North Holdings (Europe), Inc. | Delaware | |
True North Holdings (Latin America) Inc. | Delaware | |
Universal McCann Worldwide, Inc. | Delaware | |
Company Name | Country | |
Initiative Media Australia Pty Ltd | Australia | |
Mediabrands Australia Pty Ltd | Australia | |
Mediabrands Belgium S.A. | Belgium | |
Borghi Lowe Propaganda e Marketing Ltda. | Brazil | |
Giovanni+Draftfcb Ltda. | Brazil | |
McCann-Erickson Publicidade Ltda. | Brazil | |
MacLaren McCann Canada Inc. | Canada | |
DraftWorldwide Quebec Inc. | Canada | |
The Interpublic Group of Companies Canada, Inc. | Canada | |
McCann Complete Medical Canada Limited | Canada | |
Lowe Roche Holdings ULC | Canada | |
McCann-Erickson S.A. de Publicidad | Chile | |
McCann-Erickson Guangming Ltd. | China | |
Mediabrands (Shanghai) Co., Ltd. | China | |
IPG Mediabrands S.A. | Colombia | |
McCann-Erickson France SAS | France | |
Mediabrands S.A.S. | France |
Company Name | Country | |
McCann-Erickson Paris SAS | France | |
McCann-Erickson Deutschland GmbH | Germany | |
Mediabrands GmbH | Germany | |
McCann Erickson (India) Private Limited | India | |
Draftfcb-Ulka Advertising Private Limited | India | |
Lintas India Private Limited | India | |
Mediabrands India Private Limited | India | |
McCann Erickson Ltd | Israel | |
McCann Worldgroup S.r.l. | Italy | |
Universal-McCann S.r.l. | Italy | |
McCann Erickson Inc. | Japan | |
IPG Mediabrands Sdn Bhd | Malaysia | |
IPG Media Brands Communications S.A. de C.V. | Mexico | |
Mediabrands Netherlands B.V. | Netherlands | |
Foote Cone & Belding Limited | New Zealand | |
McCann AS | Norway | |
Iniciativas de Meios, Actividades Publicitarias, Lda. | Portugal | |
Draftfcb South Africa (Pty) Ltd | South Africa | |
Iniciativas de Medios, S.A. | Spain | |
McCann Erickson S.A. | Spain | |
Universal McCann, S.A. | Spain | |
Horizon Draftfcb LLC | United Arab Emirates | |
CMGRP UK Limited | United Kingdom | |
Complete Medical Group Worldwide Limited | United Kingdom | |
Draftfcb London Limited | United Kingdom | |
ICC Lowe Limited | United Kingdom | |
Rapport Outdoor Limited | United Kingdom | |
Interpublic Limited | United Kingdom | |
IPG Holdings (UK) Limited | United Kingdom | |
Jack Morton Worldwide Limited | United Kingdom | |
Double Helix Bio-Technology Development Limited | United Kingdom | |
McCann Manchester Limited | United Kingdom | |
McCann-Erickson Advertising Limited | United Kingdom | |
McCann-Erickson Central Limited | United Kingdom | |
Mediabrands Limited | United Kingdom | |
Mediabrands International Limited | United Kingdom | |
McCann Erickson Latin America SA | Uruguay |
/s/ Michael I. Roth | /s/ Jocelyn Carter-Miller | |
Michael I. Roth | Jocelyn Carter-Miller | |
/s/ Jill M. Considine | /s/ Richard A. Goldstein | |
Jill M. Considine | Richard A. Goldstein | |
/s/ H. John Greeniaus | /s/ Mary J. Steele Guilfoile | |
H. John Greeniaus | Mary J. Steele Guilfoile | |
/s/ Dawn Hudson | /s/ William T. Kerr | |
Dawn Hudson | William T. Kerr | |
/s/ David M. Thomas | /s/ Frank Mergenthaler | |
David M. Thomas | Frank Mergenthaler | |
/s/ Christopher F. Carroll | ||
Christopher F. Carroll |
1. | I have reviewed this Annual Report on Form 10-K of The Interpublic Group of Companies, Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
5. | The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
Date: February 24, 2014 | /s/ Michael I. Roth |
Michael I. Roth | |
Chairman and Chief Executive Officer |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
5. | The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
Date: February 24, 2014 | /s/ Frank Mergenthaler |
Frank Mergenthaler | |
Executive Vice President and Chief Financial Officer |
Dated: February 24, 2014 | /s/ Michael I. Roth |
Michael I. Roth | |
Chairman and Chief Executive Officer |
Dated: February 24, 2014 | /s/ Frank Mergenthaler |
Frank Mergenthaler | |
Executive Vice President and Chief Financial Officer |
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12 Months Ended
Accounting Policies [Abstract]
Foreign Currencies
In Millions, unless otherwise specified12 Months Ended
Commitments and Contingencies Disclosure [Abstract]
Gross rent expense
$ 366.1
$ 358.5
$ 369.5
Third-party sublease rental income
(16.1)
(17.5)
(19.4)
Net rent expense
$ 350.0
$ 341.0
$ 350.1
12 Months Ended
Fair Value Disclosures [Abstract]
Fair Value of Pension Plan Assets
Assets and liabilities measured at fair value on a recurring basis
Assets and liabilities measured at fair value on recurring basis - level 3 reconciliation
Assets and liabilities measured at fair value on a nonrecurring
12 Months Ended
Supplementary Data [Abstract]
Valuation and Qualifying Accounts - Allowance for Uncollectible Accounts Receivable
Furniture, Equipment and Leasehold Improvements, net
Accrued Liabilities
Share Repurchase Program
Other (Expense) Income, net
Supplemental Cash Flow Information
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