Press Release


Interpublic Announces Successful Consent Solicitation

March 31, 2005 at 7:31 AM EST

NEW YORK--(BUSINESS WIRE)--March 31, 2005--The Interpublic Group of Companies, Inc. (NYSE: IPG) (the "Company") today announced that it had successfully obtained the requisite consents to amendments relating to each of the following series of debt securities (the "Securities"):

 Outstanding                                             Supplemental
 Principal                                                 Indenture
  Amount     Title of Securities     CUSIP    Indenture   dated as of
----------   -------------------  ---------  ----------  ------------
$250,000,000    7.875% Senior      460690AK6    2000          N/A
              Unsecured Notes due              Indenture

$500,000,000    7.25% Senior       460690AR1    2000      August 22,
              Unsecured Notes due  U46064AB4   Indenture      2001
                     2011          460690AM2

$800,000,000   4.50% Convertible   460690AT7    2000       March 13,
               Senior Notes due    460690AS9   Indenture      2003
                     2023          U46064AC2

$250,000,000   5.40% Senior                    2004      November 18,
              Unsecured Notes due  460690AU4   Indenture      2004

$350,000,000   6.25% Senior        460690AV2   2004      November 18,
              Unsecured Notes due              Indenture      2004

The amendments provide, pursuant to the terms of the Company's consent solicitation dated March 18, 2005, that failure to comply with certain reporting covenants will not constitute a default under the indentures. With respect to the 4.50% Convertible Senior Notes due 2023 (the "Convertible Notes"), the amendments further provide: (1) an extension from March 15, 2008 to September 15, 2009 of the date before which the Company may not redeem the Convertible Notes and (2) an additional "make-whole" adjustment to the conversion rate in the event of a change of control meeting specified conditions, which is an element of event risk protection that has become more common in the convertible bond market since the Convertible Notes were issued.

The Company further announced that a Supplemental Indenture with respect to the 4.50% Convertible Senior Notes due 2023 (the "Convertible Notes") has been executed and that the Effective Time for that series was 1:00 p.m. on March 30, 2005. The Company had previously announced the execution of Supplemental Indentures with respect to each other series of Securities pursuant to the consent solicitation. Consents delivered to the Company by record holders of Securities of all series are irrevocable unless the Company fails to pay such holders pursuant to the terms of the solicitation.

The expiration date for the consent solicitation for all series of Securities is 5:00 p.m., New York City time, on March 31, 2005, unless extended by the Company with respect to any series. Record holders may provide their consents to the Company at any time before the expiration date with respect to the series of Securities they hold.

The solicitation presents certain risks for holders who consent, as set forth more fully in the consent solicitation statement, as supplemented, and related consent form. These documents contain important information, and holders should read them carefully before making any decision.

The Company has retained Citigroup Global Markets Inc., J.P. Morgan Securities Inc. and UBS Securities LLC to serve as solicitation agents for the solicitation, and Global Bondholder Services Corporation to serve as the information agent.

Copies of the solicitation statement, as supplemented, and related consent form may be obtained at no charge by contacting the information agent by telephone at (866) 470-3900 (toll-free) or (212) 430-3774, or in writing at 65 Broadway - Suite 704, New York, NY 10006.

Questions regarding the solicitation may be directed to: Citigroup Global Markets Inc. at (800) 558-3745 (toll-free) or (212) 723-6106 (collect), J.P. Morgan Securities Inc. at (800) 834-4666 (toll-free) or (212) 834-3424 (collect), and UBS Securities LLC at (888) 722-9555 ext. 4210 (toll-free) or (203) 719-4210 (collect).

This announcement is not a solicitation of consents with respect to any Securities. The solicitation is being made solely by the consent solicitation statement and related consent form. In any jurisdiction where the laws require solicitations to be made by a licensed broker or dealer, the solicitation will be deemed to be made on behalf of the Company by the solicitation agents, or one or more registered broker dealers under the laws of such jurisdiction

About Interpublic

Interpublic is one of the world's leading organizations of advertising agencies and marketing-services companies. Major global brands include Draft, Foote Cone & Belding Worldwide, GolinHarris International, Initiative, Jack Morton Worldwide, Lowe & Partners Worldwide, MAGNA Global, McCann Erickson, Octagon, Universal McCann and Weber Shandwick. Leading domestic brands include Campbell-Ewald, Deutsch and Hill Holliday.

Cautionary Statement

This press release contains forward-looking statements. Our representatives may also make forward-looking statements orally from time to time. Statements in this press release that are not historical facts, including statements about management's beliefs and expectations, constitute forward-looking statements. These statements are based on current plans, estimates and projections, and are subject to change based on a number of factors, including those outlined under the heading "Risk Factors" in our 2003 Form 10-K and other SEC filings. Forward-looking statements speak only as of the date they are made, and we undertake no obligation to update publicly any of them in light of new information or future events.

Forward-looking statements involve inherent risks and uncertainties. A number of important factors could cause actual results to differ materially from those contained in any forward-looking statement. Such factors include, but are not limited to, the following:

    --  our ability to attract new clients and retain existing

    --  our ability to retain and attract key employees;

    --  risks associated with the effects of global, national and
        regional economic and political conditions, including with
        respect to fluctuations in interest rates and currency
        exchange rates;

    --  risks arising from material weaknesses in our internal control
        over financial reporting;

    --  potential adverse effects to our financial condition, results
        of operations or prospects as a result of any required
        adjustments to prior period financial statements;

    --  risks associated with our inability to obtain certain waivers
        and amendments under our syndicated credit agreements;

    --  our ability to satisfy certain reporting covenants under our
        indentures by September 30, 2005;

    --  risks associated with our inability to obtain the requisite
        consents to amend the indentures;

    --  potential adverse effects if we are required to recognize
        additional impairment charges or other adverse
        accounting-related developments;

    --  risks associated with our inability to achieve lower costs and
        expenses as a result of our restructuring programs;

    --  potential adverse developments in connection with the ongoing
        SEC investigation;

    --  potential downgrades in the credit ratings of our securities;

    --  developments from changes in the regulatory and legal
        environment for advertising and marketing and communications
        services companies around the world; and

    --  the successful completion and integration of acquisitions
        which complement and expand our business capabilities.

Investors should carefully consider these factors and the additional risk factors outlined in more detail under the heading "Risk Factors" in our 2003 Form 10-K and other SEC filings.

CONTACT: Interpublic Group
General Inquiries:
Julie Tu, 212-827-3776
Analysts, Investors:
Jerry Leshne, 212-704-1439
Media, Analysts, Investors:
Philippe Krakowsky, 212-704-1328

SOURCE: The Interpublic Group of Companies, Inc.