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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549


FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): November 15, 2004

THE INTERPUBLIC GROUP OF COMPANIES, INC.
(Exact Name of Registrant as Specified in Charter)

Delaware
(State or Other Jurisdiction
of Incorporation)		   1-6686
(Commission File
Number)		   13-1024020
(IRS Employer
Identification No.)


1114 Avenue of the Americas, New York, New York
            (Address of Principal Executive Offices)
 
10036
(Zip Code)

212-704-1200
(Registrant's telephone number, including area code)

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01.    Other Events.

The Interpublic Group of Companies, Inc. (the "Registrant") is filing this Current Report on Form 8-K to provide certain exhibits to Registration Statements on Form S-3 previously filed by the Registrant with the Securities and Exchange Commission as set forth in greater detail below in Item 9.01.

Item 9.01.    Financial Statements and Exhibits.

(c)
Exhibits

    Exhibit 12.1:   Computation of earnings to fixed charges being filed as an exhibit to (i) the Registrant's Registration Statement on Form S-3 (File No. 333-109384) and (ii) the Registrant's Registration Statement on Form S-3 (File No. 333-106255).

 
 
Exhibit 25.1:
 
Statement of Eligibility of Trustee on Form T-1 under the Trust Indenture Act of 1939, as amended, being filed as an exhibit to the Registrant's Registration Statement on Form S-3 (File No. 333-109384).

2


SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

    THE INTERPUBLIC GROUP OF COMPANIES, INC.

Date: November 15, 2004
 
By:
/s/  NICHOLAS J. CAMERA      
Nicholas J. Camera
Senior Vice President, General Counsel and Secretary

3


EXHIBIT INDEX

Exhibit No.
   Description

Exhibit 12.1:
 
Computation of earnings to fixed charges being filed as an exhibit to (i) the Registrant's Registration Statement on Form S-3 (File No. 333-109384) and (ii) the Registrant's Registration Statement on Form S-3 (File No. 333-106255).

Exhibit 25.1:
 
Statement of Eligibility of Trustee on Form T-1 under the Trust Indenture Act of 1939, as amended, being filed as an exhibit to the Registrant's Registration Statement on Form S-3 (File No. 333-109384).

4



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SIGNATURES
EXHIBIT INDEX

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Exhibit 12.1


THE INTERPUBLIC GROUP OF COMPANIES, INC.
CALCULATION OF RATIO OF EARNINGS TO FIXED CHARGES(1)
(in millions, except ratios)

 
   Nine Months Ended September 30, 2004
   Year Ended December 31,
 
   2003
   2002
   2001
   2000
   1999
EARNINGS                                    
Pre-tax income (loss) from continuing operations   $ (492.5 ) $ (269.0 ) $ 211.4   $ (586.4 ) $ 778.9   $ 630.6
   
 
 
 
 
 
FIXED CHARGES                                    
Interest expense     117.3     172.8     145.6     164.6     126.3     99.5
Rent interest factor     109.5     149.8     145.2     148.8     141.6     126.1
   
 
 
 
 
 
Total Fixed Charges   $ 226.8   $ 322.6   $ 290.8   $ 313.4   $ 267.9   $ 225.6
   
 
 
 
 
 

Adjusted Earnings
 
$
(265.7
)
$
53.6
 
$
502.2
 
$
(273.0
)
$
1,046.8
 
$
856.2
Ratio of Earnings to Fixed Charges     —(2)     —(2)     1.73x     —(2)     3.91x     3.80x
(1)
In calculating the ratio of earnings to fixed charges, earnings are the sum of earnings from continuing operations before income taxes, income applicable to minority interests and equity in net income (loss) of unconsolidated affiliates, plus fixed charges. Fixed charges are the sum of interest on indebtedness, amortization of debt discount and expense and that portion of net rental expense deemed representative of the interest component.

(2)
For the nine months ended September 30, 2004, and the years ended December 31, 2003 and December 31, 2001, we had a deficiency of earnings to fixed charges. Results as reported would have required additional earnings of $492.5 million, $269.0 million and $586.4 million, respectively, to provide a one-to-one coverage ratio for those periods. The decline in the ratio of earnings to fixed charges subsequently to 2000 is due to lower income from operations, including restructuring and merger-related charges (in 2001, 2003 and 2004), impairment charges (in 2001, 2002, 2003 and 2004) and litigation charges (in 2003) as compared to prior periods.



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THE INTERPUBLIC GROUP OF COMPANIES, INC. CALCULATION OF RATIO OF EARNINGS TO FIXED CHARGES(1) (in millions, except ratios)

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EXHIBIT 25.1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM T-1


STATEMENT OF ELIGIBILITY UNDER THE
TRUST INDENTURE ACT OF 1939 OF A CORPORATION
DESIGNATED TO ACT AS TRUSTEE


CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE
PURSUANT TO SECTION 305(b)(2)    ý

SUNTRUST BANK
(Exact name of trustee as specified in its charter)

Georgia
(State of incorporation
if not a U.S. national bank)		       58-0466330
(I.R.S. employer identification no.)

303 Peachtree Street
30th Floor
Atlanta, Georgia
(Address of principal executive offices)
 
 
 
30308
(Zip Code)

George T. Hogan
SunTrust Bank
25 Park Place, N.E.
24th Floor
Atlanta, Georgia 30303-2900
(404) 588-7591
(Name, address and telephone number of agent for service)

THE INTERPUBLIC GROUP OF COMPANIES, INC.
(Exact name of obligor as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)		       13-1024020
(IRS employer identification no.)

1114 Avenue of the Americas
New York, New York
(Address of principal executive offices)
 
 
 
10036
(Zip Code)

Senior Debt Securities
Pursuant to Registration Statement No. 333-109384
(Title of the indenture securities)

1.
General information.
2.
Affiliations with the Obligor.
3-15
No responses are included for Items 3 through 15. As provided in General Instruction B, responses to those Items are not required because the obligor is not in default on any securities issued under indentures under which SunTrust Bank is a trustee.

16.
List of Exhibits.


SIGNATURE

        Pursuant to the requirements of the Trust Indenture Act of 1939 the trustee, SunTrust Bank, a banking corporation organized and existing under the laws of the State of Georgia, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Atlanta, and the State of Georgia, on the 12th day of November, 2004.

    SUNTRUST BANK

 
 
By:
 
/s/  George T. Hogan      
George T. Hogan
Vice President

EXHIBIT 1 TO FORM T-1


ARTICLES OF ASSOCIATION
OF
SUNTRUST BANK

(Incorporated by reference to Exhibit 1 to Form T-1, Registration No. 333-82717 filed by ONEOK, Inc.)

EXHIBIT 2 TO FORM T-1


CERTIFICATE OF AUTHORITY
OF
SUNTRUST BANK TO COMMENCE BUSINESS

(Included in Exhibit 1)


EXHIBIT 3 TO FORM T-1

AUTHORIZATION
OF
SUNTRUST BANK TO EXERCISE
CORPORATE TRUST POWERS

(Included in Exhibit 1)


EXHIBIT 4 TO FORM T-1

BY-LAWS
OF
SUNTRUST BANK

(Incorporated by reference to Exhibit 4 to Form T-1, Registration No. 333-82717 filed by ONEOK, Inc.)


EXHIBIT 5 TO FORM T-1

(INTENTIONALLY OMITTED. NOT APPLICABLE.)


EXHIBIT 6 TO FORM T-1

CONSENT OF TRUSTEE

        Pursuant to the requirements of Section 321(b) of the Trust Indenture Act of 1939, in connection with the proposed issuance of up to $1,800,000,000 of Senior Debt Securities by The Interpublic Group of Companies, Inc., SunTrust Bank hereby consents that reports of examinations by Federal, State, Territorial or District Authorities may be furnished by such authorities to the Securities and Exchange Commission upon request therefor.

    SUNTRUST BANK
    By:  
      /s/  George T. Hogan      
George T. Hogan
Vice President


EXHIBIT 7 TO FORM T-1

REPORT OF CONDITION
(ATTACHED)




SunTrust Bank
ATLANTA
Certificate Number: 00867		   FFIEC 031
Consolidated Report of Condition
for June 30, 2004

Consolidated Report of Condition for Insured Commercial
and State-Chartered Savings Banks for June 30, 2004

All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding as of the last business day of the quarter.

Schedule RC—Balance Sheet   C400

Dollar Amounts in Thousands

ASSETS                    
1. Cash and balances due from depository institutions (from Schedule RC-A):           RCFD        
  a.   Non-interest bearing balances and currency and coin (1)           0081   4,194,416   1.a
  b.   Interest-bearing balances (2)           0071   21,915   1.b
2. Securities:                    
  a.   Held-to-maturity securities (from Schedule RC-B, column A)           1754   0   2.a
  b.   Available-for-sale securities (from Schedule RC-B, column D)           1773   23,009,751   2.b
3. Federal funds sold and securities purchased under agreements to resell:           RCON        
  a.   Federal funds sold in domestic offices           B987   357,925   3.a
                  RCFD        
  b.   Securities purchased under agreements to resell (3)           B989   3,578,775   3.b
4. Loans and lease financing receivables (from Schedule RC-C):                    
  a.   Loans and leases held for sale           5369   5,030,617   4.a
  b.   Loans and leases, net of unearned income   B528   82,439,174           4.b
  c.   LESS: Allowance for loan and lease losses   3123   938,733           4.c
  d.   Loans and leases, net of unearned income and allowance (item 4.b minus 4.c)           B529   81,500,441   4.d
5. Trading assets (from Schedule RC-D)           3545   1,198,917   5
6. Premises and fixed assets (including capitalized leases)           2145   1,375,533   6
7. Other real estate owned (from Schedule RC-M)           2150   20,827   7
8. Investments in unconsolidated subsidiaries and associated companies (from Schedule RC-M)           2130   0   8
9. Customers' liability to this bank on acceptances outstanding           2155   25,849   9
10. Intangible assets:                   10
  a.   Goodwill           3163   886,405   10.a
  b.   Other intangible assets from Schedule RC-M           0426   613,708   10.b
11. Other assets (from Schedule RC-F)           2160   4,065,518   11
12. Total assets (sum of items 1 through 11)           2170   125,880,597   12
(1)
Includes cash items in process of collection and unposted debits.

(2)
Include time certificates of deposit not held for trading.

(3)
Includes all securities resale agreements in domestic and foreign offices, regardless of maturity.



   
SunTrust Bank
Certificate Number: 00867		   FFIEC 031

Schedule RC – Continued

Dollar Amounts in Thousands

LIABILITIES                    
13. Deposits:           RCON        
  a.   In domestic offices (sum of totals of columns A and C from Schedule RC-E, part I):           2200   78,171,321   13.a
      (1)  Noninterest-bearing (1)   6631   11,214,162           13.a.1
      (2)  Interest-bearing   6636   66,957,159           13.a.2
  b.   In foreign offices, Edge and Agreement subsidiaries, and IBFs           RCFN        
      (from Schedule RC-E, part II)           2200   7,633,771   13.b
      (1)  Noninterest-bearing   6631   0           13.b.1
      (2)  Interest-bearing   6636   7,633,771           13.b.2
14. Federal funds purchased and securities sold under agreements to repurchase:                    
                  RCON        
  a.   Federal funds purchased in domestic offices (2)           B993   1,826,284   14.a
                  RCFD        
  b.   Securities sold under agreements to repurchase (3)           B995   8,933,552   14.b
15. Trading liabilities (from Schedule RC-D)           3548   1,043.323   15
16. Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases) (from Schedule RC-M)           3190   12,892,704   16
17. Not applicable                    
18. Bank's liability on acceptances executed and outstanding           2920   25,849   18
19. Subordinated notes and debentures (4)           3200   2,149,384   19
20. Other liabilities (from Schedule RC-G)           2930   2,177,105   20
21. Total liabilities (sum of items 13 through 20)           2948   114,853,293   21
22. Minority interest in consolidated subsidiaries           3000   967,608   22

EQUITY CAPITAL
 
 
 
 
 
 
 
 
 
 
23. Perpetual preferred stock and related surplus           3838   0   23
24. Common stock           3230   21,600   24
25. Surplus (exclude all surplus related to preferred stock)           3839   3,245,229   25
26. a.   Retained earnings           3632   6,060,212   26.a
  b.   Accumulated other comprehensive income (5)           B530   732,655   26.b
27. Other equity capital components (6)           A130   0   27
28. Total equity capital (sum of items 23 through 27)           3210   10,059,696   28
29. Total liabilities, minority interest, and equity capital (sum of items 21, 22 and 28)           3300   125,880,597   29

 
Memorandum To be reported only with the March Report of Condition.
 
 
 
 
 
 
1. Indicate in the box at the right the number of the statement below that best describes the most comprehensive level of auditing work performed for the bank by independent external auditors as of any date during 2003           RCFD
6724		   Number
N/A		  
M.1
1=   Independent audit of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the bank   5=   Directors' examination of the bank performed by other external auditors (may be required by state chartering authority)
2=   Independent audit of the bank's parent holding company conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the consolidated holding company (but not on the bank separately)   6=   Review of the bank's financial statements by external auditors
3=   Attestation on bank management's assertion on the effectiveness of the bank's internal control over financial reporting by a certified public accounting firm   7=   Compilation of the bank's financial statements by external auditors
4=   Directors' examination of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm (may be required by state chartering authority)   8=   Other audit procedures (excluding tax preparation work)
        9=   No external audit work
(1)
Includes total demand deposits and noninterest-bearing time and savings deposits.

(2)
Report overnight Federal Home Loan Bank advances in Schedule RC, item 16, "other borrowed money."

(3)
Includes all securities repurchase agreements in domestic and foreign offices, regardless of maturity.

(4)
Includes limited-life preferred stock and related surplus.

(5)
Includes net unrealized holding gains (losses) on available-for-sale securities, accumulated net gains (losses) on cash flow hedges, cumulative foreign currency translation adjustments, and minimum pension liability adjustments.

(6)
Includes treasury stock and unearned Employee Stock Ownership Plan Shares.


EXHIBIT 8 TO FORM T-1

(INTENTIONALLY OMITTED. NOT APPLICABLE.)


EXHIBIT 9 TO FORM T-1

(INTENTIONALLY OMITTED. NOT APPLICABLE.)



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SIGNATURE
ARTICLES OF ASSOCIATION OF SUNTRUST BANK
CERTIFICATE OF AUTHORITY OF SUNTRUST BANK TO COMMENCE BUSINESS
EXHIBIT 3 TO FORM T-1 AUTHORIZATION OF SUNTRUST BANK TO EXERCISE CORPORATE TRUST POWERS (Included in Exhibit 1)
EXHIBIT 4 TO FORM T-1 BY-LAWS OF SUNTRUST BANK (Incorporated by reference to Exhibit 4 to Form T-1, Registration No. 333-82717 filed by ONEOK, Inc.)
EXHIBIT 5 TO FORM T-1 (INTENTIONALLY OMITTED. NOT APPLICABLE.)
EXHIBIT 6 TO FORM T-1 CONSENT OF TRUSTEE
EXHIBIT 7 TO FORM T-1 REPORT OF CONDITION (ATTACHED)
EXHIBIT 8 TO FORM T-1 (INTENTIONALLY OMITTED. NOT APPLICABLE.)
EXHIBIT 9 TO FORM T-1 (INTENTIONALLY OMITTED. NOT APPLICABLE.)