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(Mark One)
þ		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2005
or
o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Delaware		13-1024020
(State of Incorporation)		(I.R.S. Employer Identification No.)

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				Page No.
PART I.  FINANCIAL INFORMATION
Item 1.		Financial Statements
		Consolidated Statements of Operations for the Three Months Ended March 31, 2005 and 2004 (Unaudited)			3
		Consolidated Balance Sheets as of March 31, 2005 (Unaudited) and December 31, 2004			4
		Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2005 and 2004 (Unaudited)			5
		Consolidated Statements of Comprehensive Loss for the Three Months Ended March 31, 2005 (Unaudited)			6
		Notes to Consolidated Financial Statements (Unaudited)			7
Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations			22
Item 3.		Quantitative and Qualitative Disclosures about Market Risk			39
Item 4.		Controls and Procedures			39
PART II.  OTHER INFORMATION
Item 1.		Legal Proceedings			40
Item 2.		Unregistered Sales of Equity Securities and Use of Proceeds			40
Item 6.		Exhibits			41
SIGNATURES					43
INDEX TO EXHIBITS					44
EX-31.1: CERTIFICATION
EX-31.2: CERTIFICATION
EX-32: CERTIFICATION

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	•	risks arising from material weaknesses in our internal control over financial reporting, including material weaknesses in the control environment;
	•	potential adverse effects to our financial condition, results of operations or prospects as a result of our restatement of prior period financial statements;
	•	risks associated with our inability to satisfy covenants under our syndicated credit facilities;
	•	our ability to satisfy certain reporting covenants under our indentures;
	•	our ability to attract new clients and retain existing clients;
	•	our ability to retain and attract key employees;
	•	potential adverse effects if we are required to recognize additional impairment charges or other adverse accounting-related developments;
	•	potential adverse developments in connection with the ongoing SEC investigation;
	•	potential downgrades in the credit ratings of our securities;
	•	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;
	•	developments from changes in the regulatory and legal environment for advertising and marketing and communications services companies around the world; and

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Item 1.	Financial Statements

			Three Months Ended
			March 31,
			2005				2004
							(Restated)
REVENUE			$	1,330.3			$	1,389.4
OPERATING (INCOME) EXPENSES:
	Salaries and related expenses			973.8				886.7
	Office and general expenses			527.8				510.7
	Restructuring charges (reversals)			(6.9	)			61.6
	Long-lived asset impairment and other charges			—				5.7
Total operating expenses				1,494.7				1,464.7
OPERATING LOSS				(164.4	)			(75.3	)
EXPENSE AND OTHER INCOME:
	Interest expense			(47.2	)			(43.9	)
	Interest income			14.9				9.8
	Investment impairments			—				(3.2	)
	Other income			14.5				1.3
Total expense and other income				(17.8	)			(36.0	)
Loss before provision for income taxes				(182.2	)			(111.3	)
	Benefit for income taxes			(39.1	)			(29.0	)
Loss of consolidated companies				(143.1	)			(82.3	)
	Income applicable to minority interests (net of tax)			(1.2	)			(2.6	)
	Equity in net income of unconsolidated affiliates (net of tax)			0.5				1.1
Net loss				(143.8	)			(83.8	)
Dividends on preferred stock				5.0				4.8
NET LOSS APPLICABLE TO COMMON STOCKHOLDERS			$	(148.8	)		$	(88.6	)
Loss per share of common stock:
Basic:			$	(0.35	)		$	(0.21	)
Diluted:			$	(0.35	)		$	(0.21	)
Weighted-average shares:
	Basic			423.8				413.3
	Diluted			423.8				413.3
Cash dividends per common share			$	—			$	—

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			March 31,				December 31,
			2005				2004
ASSETS:
Cash and cash equivalents			$	1,544.6			$	1,550.4
Short-term marketable securities				1.2				420.0
Accounts receivable, net of allowance of $128.7 and $136.1				4,664.0				4,907.5
Expenditures billable to clients				395.3				345.2
Deferred income taxes				311.0				261.0
Prepaid expenses and other current assets				160.8				152.6
	Total current assets			7,076.9				7,636.7
Land, buildings and equipment, net				703.3				722.9
Deferred income taxes				264.9				274.2
Investments				180.5				168.7
Goodwill				3,141.1				3,141.6
Other intangible assets, net				36.6				37.6
Other assets				288.0				290.6
TOTAL ASSETS			$	11,691.3			$	12,272.3
LIABILITIES:
Accounts payable			$	5,813.5			$	6,128.7
Accrued liabilities				1,004.4				1,108.6
Short-term debt				337.2				325.9
	Total current liabilities			7,155.1				7,563.2
Long-term debt				1,923.9				1,936.0
Deferred compensation and employee benefits				571.2				590.7
Other non-current liabilities				422.4				408.9
Minority interests in consolidated subsidiaries				50.9				55.2
TOTAL LIABILITIES				10,123.5				10,554.0
Commitments and contingencies (Note 15)
STOCKHOLDERS’ EQUITY:
Preferred stock, no par value				373.7				373.7
Common stock, $0.10 par value				42.6				42.5
Additional paid-in capital				2,212.5				2,208.9
Accumulated deficit				(722.0	)			(578.2	)
Accumulated other comprehensive loss, net of tax				(264.1	)			(248.6	)
				1,642.7				1,798.3
Less:
Treasury stock, at cost				(14.0	)			(14.0	)
Unamortized deferred compensation				(60.9	)			(66.0	)
TOTAL STOCKHOLDERS’ EQUITY				1,567.8				1,718.3
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY			$	11,691.3			$	12,272.3

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				Three Months Ended
				March 31,
				2005				2004
								(Restated)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss from operations				$	(143.8	)		$	(83.8	)
Adjustments to reconcile net loss to cash used in operating activities:
	Depreciation and amortization of fixed assets and intangible assets				40.5				49.6
	Provision for bad debt				3.0				11.0
	Amortization of restricted stock awards and other non-cash compensation				11.8				7.4
	Amortization of bond discounts and deferred financing costs				2.1				6.0
	Deferred income tax provision				(31.8	)			(56.1	)
	Equity in net loss of unconsolidated affiliates				(0.5	)			(1.1	)
	Income applicable to minority interests				1.2				2.6
	Restructuring charges — non-cash				—				6.7
	Long-lived asset impairment and other charges				—				5.7
	Investment impairments				—				3.2
	Gain on sale of investments				(13.0	)			(1.2	)
	Gain on interest rate swaps				(12.4	)			—
	Other				(7.5	)			(7.5	)
Change in assets and liabilities, net of acquisitions:
	Accounts receivable				164.2				20.7
	Expenditures billable to clients				(53.2	)			(67.1	)
	Prepaid expenses and other current assets				(11.3	)			14.4
	Accounts payable and accrued expenses				(273.6	)			(240.4	)
	Other non-current assets and liabilities				(15.7	)			(12.4	)
		Net cash used in operating activities			(340.0	)			(342.3	)
CASH FLOWS FROM INVESTING ACTIVITIES:
	Acquisitions, including deferred payments, net of cash acquired				(16.6	)			(39.0	)
	Capital expenditures				(32.6	)			(37.8	)
	Proceeds from sales of businesses and fixed assets				1.8				17.4
	Proceeds from sales of investments				20.6				3.9
	Purchases of investments				(13.5	)			(7.2	)
	Maturities of short-term marketable securities				669.0				371.0
	Purchases of short-term marketable securities				(270.0	)			(470.4	)
	Net cash provided by (used in) investing activities				358.7				(162.1	)
CASH FLOWS FROM FINANCING ACTIVITIES:
	Increase in short-term bank borrowings				8.8				60.4
	Payments of long-term debt				(0.3	)			(244.4	)
	Proceeds from long-term debt				1.9				0.5
	Debt issuance costs and consent fees				(6.3	)			—
	Issuance of preferred stock, net of issuance costs				—				(0.8	)
	Issuance of common stock, net of issuance costs				0.3				(2.3	)
	Distributions to minority interests, net				(4.7	)			(2.7	)
	Dividends from unconsolidated affiliates				0.6				4.9
	Preferred stock dividends				(5.0	)			(4.8	)
	Net cash used in financing activities				(4.7	)			(189.2	)
Effect of exchange rates on cash and cash equivalents					(19.8	)			(5.6	)
Decrease in cash and cash equivalents					(5.8	)			(699.2	)
Cash and cash equivalents at beginning of year					1,550.4				1,871.9
Cash and cash equivalents at end of period				$	1,544.6			$	1,172.7

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			For the Three Months
			Ended March 31,
			2005				2004
							(Restated)
Net Loss			$	(143.8	)		$	(83.8	)
Foreign currency translation adjustment				(31.3	)			(25.4	)
Net unrealized holdings gain/loss on securities
	Unrealized holdings gain arising in the current period			15.9				1.6
	Unrealized holdings loss arising in the current period			—				(0.1	)
	Reclassification of gain to net earnings			(0.1	)			3.2
Net unrealized holdings gain/loss on securities				15.8				4.7
Comprehensive loss			$	(159.3	)		$	(104.5	)

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Note 1:	Basis of Presentation

Note 2:	Loss Per Share

		For the Three Months
		Ended March 31,
		2005				2004
						(Restated)
Basic
Net loss		$	(143.8	)		$	(83.8	)
Less: preferred stock dividends			5.0				4.8
Net loss applicable to common stockholders		$	(148.8	)		$	(88.6	)
Weighted-average number of common shares outstanding — basic			423.8				413.3
Loss per share — basic		$	(0.35	)		$	(0.21	)
Diluted(a)
Net loss		$	(143.8	)		$	(83.8	)
Less: preferred stock dividends			5.0				4.8
Net loss applicable to common stockholders		$	(148.8	)		$	(88.6	)
Weighted-average number of common shares outstanding — diluted			423.8				413.3
Loss per share — diluted		$	(0.35	)		$	(0.21	)

(a)	In accordance with Emerging Issue Task Force (“EITF”),  04-8, The Effect of Contingently Convertible Instruments on Diluted Earnings per Share, the impact of the assumed conversion of our 4.50% contingently convertible notes would be included in the computations of diluted loss per share if dilutive, regardless of whether the market price conversion trigger was met. The weighted-average

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	number of incremental shares for each of the following have been excluded from the computations of diluted loss per share as they were anti-dilutive:

	•	exercise of employee stock options and conversion of non-vested restricted stock awards;
	•	conversion of the 4.50% Convertible Notes;
	•	conversion of the Series A Mandatory Convertible Preferred Stock; and

	•	conversion of restricted stock units

	•	conversion of the 1.87% and 1.80% Convertible Notes.

	The following table presents the weighted-average number of incremental anti-dilutive shares excluded from the computations of diluted loss per share for the three months ended March 31, 2005 and 2004:

			For the Three
			Months Ended
			March 31,
			2005				2004
							(Restated)
Stock options, restricted stock and restricted stock units				4.5				4.9
Convertible Notes				64.4				72.2
Series A Mandatory Convertible Preferred Stock				27.7				23.7
	Total			96.6				100.8

Note 3:	Stock-Based Compensation

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			For the Three Months
			Ended March 31,
			2005				2004
							(Restated)
As reported, net loss			$	(143.8	)		$	(83.8	)
Add back:
	Stock-based employee compensation expense included in net loss, net of tax			7.0				5.6
Less:
	Total fair value of stock-based employee compensation expense, net of tax			(12.5	)			(13.4	)
Pro forma net loss			$	(149.3	)		$	(91.6	)
Net loss per share
Basic loss per share
	As reported		$	(0.35	)		$	(0.21	)
	Pro forma		$	(0.35	)		$	(0.22	)
Diluted loss per share
	As reported		$	(0.35	)		$	(0.21	)
	Pro forma		$	(0.35	)		$	(0.22	)

		For the Three Months
		Ended March 31,
		2005				2004
Expected option lives			6 years				6 years
Risk free interest rate			3.9%				3.4%
Expected volatility			44.4%				44.7%
Dividend yield			0.0%				0.0%
Weighted-average option grant price		$	13.63			$	16.32
Weighted-average fair value of options granted		$	6.56			$	7.76

Note 4:	Acquisitions and Dispositions

	Acquisitions

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			For the Three
			Months Ended
			March 31,
			2005				2004
							(Restated)
Cash paid for current year acquisitions			$	—			$	6.5
Cash paid for prior acquisitions				16.6				32.5
	Net cash paid for acquisitions		$	16.6			$	39.0

	Dispositions

Note 5:	Restructuring Charges (Reversals)

			Three Months Ended March 31,
			Lease Termination and Other												Severance and
			Exit Costs												Termination Costs
			2003				2001								2003
			Program				Program				Total				Program				Total
2005 Net Income
IAN			$	(4.2	)		$	(0.7	)		$	(4.9	)		$	(0.2	)		$	(5.1	)
CMG				(0.1	)			(1.6	)			(1.7	)			(0.1	)			(1.8	)
	Total		$	(4.3	)		$	(2.3	)		$	(6.6	)		$	(0.3	)		$	(6.9	)
2004 Net (Income) Expense (Restated)
IAN			$	31.2			$	(1.6	)		$	29.6			$	15.8			$	45.4
CMG				11.0				(0.9	)			10.1				6.0				16.1
Corporate				—				—				—				0.1				0.1
	Total		$	42.2			$	(2.5	)		$	39.7			$	21.9			$	61.6

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	Lease Termination and Other Exit Costs

	2003 Program

	2001 Program

	Adjustments to Estimates

	Severance and Termination Costs

	2003 Program

	Adjustments to Estimates

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			Liability at																				Liability at
			12/31/04				Charges				Payments				Adjustments(1)				Other(2)				3/31/05
2003 Program
Lease termination and other exit costs			$	51.0			$	1.2			$	(6.8	)		$	(5.5	)		$	(1.4	)		$	38.5
Severance and termination costs				7.2				—				(1.8	)			(0.3	)			(0.1	)			5.0
	Total		$	58.2			$	1.2			$	(8.6	)		$	(5.8	)		$	(1.5	)		$	43.5
2001 Program
Lease termination and other exit costs			$	37.2			$	—			$	(4.8	)		$	(2.3	)		$	(0.1	)		$	30.0
Severance and termination costs				1.6				—				(0.4	)			—				—				1.2
	Total		$	38.8			$	—			$	(5.2	)		$	(2.3	)		$	(0.1	)		$	31.2

(2)	Amounts represent adjustments to the liability for changes in foreign currency exchange rates as well as liabilities that were previously maintained on the Consolidated Balance Sheet in other balance sheet accounts.

Note 6:	Land, Building and Equipment

		March 31,				December 31,
		2005				2004
Land and buildings		$	108.0			$	111.1
Furniture and equipment			1,031.9				1,038.6
Leasehold improvements			568.2				571.3
			1,708.1				1,721.0
Less: accumulated depreciation			(1,004.8	)			(998.1	)
Land, buildings and equipment, net		$	703.3			$	722.9

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Note 7:	Long-Lived Asset Impairment and Other Charges

Note 8:	Expense and Other Income

	Investment Impairment

	Other Income

			For the Three
			Months Ended
			March 31,
			2005				2004
							(Restated)
Gains (losses) on sales of businesses			$	9.6			$	(0.1	)
Gains on sales of available-for-sale securities and miscellaneous investment income				4.9				1.4
	Total other income		$	14.5			$	1.3

Note 9:	Recent Accounting Standards

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Note 10:	Effective Income Tax Rate

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Note 11:	Debt

	Long-Term Debt

			March 31,				December 31,
			2005				2004
7.875% Senior Unsecured Notes due 2005			$	253.6			$	255.0
7.25% Senior Unsecured Notes due 2011				496.0				500.0
5.40% Senior Unsecured Notes, due 2009 (less unamortized discount of $0.3)				249.7				249.7
6.25% Senior Unsecured Notes, due 2014 (less unamortized discount of $1.0)				339.5				347.3
4.50% Convertible Senior Notes due 2023				800.0				800.0
Other notes payable and capitalized leases				42.8				42.1
	Total long-term debt			2,181.6				2,194.1
Less: current portion				257.7				258.1
Long-term debt, excluding current portion			$	1,923.9			$	1,936.0

	Redemption and Repurchase of Long-Term Debt

	Consent Solicitation

	Convertible Senior Notes

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	Credit Arrangements

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	(i) an interest coverage ratio of not less than that set forth opposite the corresponding quarter in the table below:

Fiscal Quarter Ending		Ratio
September 30, 2005			2.15 to 1
December 31, 2005			1.75 to 1
March 31, 2006			1.85 to 1
June 30, 2006			1.45 to 1
September 30, 2006			1.75 to 1
December 31, 2006			2.15 to 1
March 31, 2007			2.50 to 1

	(ii) a debt to EBITDA ratio of not greater than that set forth opposite the corresponding quarter in the table below:

Fiscal Quarter Ending		Ratio
September 30, 2005			5.20 to 1
December 31, 2005			6.30 to 1
March 31, 2006			5.65 to 1
June 30, 2006			6.65 to 1
September 30, 2006			5.15 to 1
December 31, 2006			4.15 to 1
March 31, 2007			3.90 to 1

	(iii) minimum levels of EBITDA for the four fiscal quarters ended of not less than that set forth opposite the corresponding quarter in the table below:

Four Fiscal Quarters Ending		Amount
September 30, 2005		$	435.0
December 31, 2005		$	360.0
March 31, 2006		$	400.0
June 30, 2006		$	340.0
September 30, 2006		$	440.0
December 31, 2006		$	545.0
March 31, 2007		$	585.0

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Note 12:	Employee Benefits

			Domestic Pension								Foreign Pension								Postretirement
			Plans								Plans								Benefits
For the Three Months Ended March 31,			2005				2004				2005				2004				2005				2004
							(Restated)								(Restated)								(Restated)
Service cost for benefits earned			$	0.2			$	0.2			$	4.2			$	4.0			$	0.1			$	0.1
Interest accrued on benefit obligation				2.2				2.2				5.1				4.5				0.9				1.0
Expected return on plan assets				(2.4	)			(2.5	)			(3.5	)			(2.9	)			—				—
Amortization of:
	Prior service cost			(0.1	)			(0.1	)			—				—				—				—
	Unrecognized actuarial losses			1.6				1.1				1.8				1.4				0.2				0.1
Net periodic cost			$	1.5			$	0.9			$	7.6			$	7.0			$	1.2			$	1.2

Note 13:	Derivative and Hedging Instruments

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Note 14:	Segment Information

		For the Three Months
		Ended March 31,
		2005				2004
						(Restated)
Salaries, benefits and related expenses		$	48.9			$	35.3
Professional fees			52.4				16.1
Rent and depreciation			11.5				11.7
Corporate insurance			7.1				7.4
Bank fees			0.5				0.8
Other			5.0				(1.7	)
Amounts allocated to operating divisions			(35.0	)			(28.4	)
Total Corporate and other		$	90.4			$	41.2

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			For the Three Months
			Ended March 31,
			2005				2004
							(Restated)
Revenue:(1)
IAN			$	1,116.6			$	1,166.4
CMG				212.5				219.9
Motorsports				1.2				3.1
	Consolidated revenue		$	1,330.3			$	1,389.4

(1)	Amounts disclosed as revenue from unaffiliated customers include immaterial amounts of intersegment revenues.

Segment operating income (loss):
IAN			$	(82.7	)		$	32.6
CMG				0.8				9.1
Motorsports				1.0				(8.5	)
Corporate and other				(90.4	)			(41.2	)
	Total segment operating loss		$	(171.3	)		$	(8.0	)
Reconciliation to loss before taxes:
Restructuring charges				6.9				(61.6	)
Long-lived asset impairment and other charges				—				(5.7	)
Interest expense				(47.2	)			(43.9	)
Interest income				14.9				9.8
Investment impairments				—				(3.2	)
Other income				14.5				1.3
	Loss before income taxes		$	(182.2	)		$	(111.3	)
Depreciation and amortization:
IAN			$	29.5			$	35.0
CMG				6.6				8.1
Corporate and other				4.4				6.5
	Total depreciation and amortization		$	40.5			$	49.6

			March 31,				December 31,
			2005				2004
Total Assets:
IAN			$	9,630.5			$	9,901.0
CMG				886.6				928.6
Corporate and other				1,174.2				1,442.7
	Total assets		$	11,691.3			$	12,272.3

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Note 15:	Commitments and Contingencies

	Shares Deliverable Under Securities Class Actions

	SEC Investigation

	Other Legal Matters

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Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations

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	Three Months Ended March 31, 2005 Performance

	•	We seek to accelerate organic revenue growth by strengthening collaboration among our agencies and increasing the number of marketing services used by each client. We have established a supplemental incentive plan, expanded internal tools and resources, and heightened internal communications aimed at encouraging collaboration. We analyze our performance by calculating the percentage increase in revenue related to organic growth between comparable periods.
	•	We seek to improve operating margin by increasing revenue and by controlling salaries and related expenses, as well as office and general expenses. We analyze our performance by comparing revenue to prior periods and measuring salaries and related expenses, as well as office and general expenses, as a percentage of revenue. We define operating margin as operating income divided by reported revenue.

		For the Three
		Months Ended
		March 31,
		2005				2004
Organic revenue growth % (vs. prior year)			(5.1	)%			2.2	%
Operating margin %			(12.4	)%			(5.4	)%
Salaries and related expenses as a % of revenue			73.2	%			63.8	%
Office and general expenses as a % revenue			39.7	%			36.8	%

	Significant Activity for the First Three Months of 2005 and Subsequent Events

	Income Statement

	•	Restructuring reversals of $6.9 were recorded related to severance and termination costs and lease termination and other exit costs under the 2003 and 2001 restructuring programs, resulting exclusively from the impact of adjustments to management’s estimates.

	Financing Activities

	•	We entered into waivers and amendments to our 364-Day and our Three-Year Revolving Credit Facilities to waive any breach or default related to not complying in a timely manner with our reporting requirements. In addition, our financial covenants with respect to our interest coverage ratio, debt to EBITDA ratio and minimum EBITDA for certain fiscal quarters ended have been amended.

	Subsequent to March 31, 2005

	•	In July 2005, we completed the issuance and sale of $250.0 Floating Rate Notes maturing 2008. We then used these proceeds to redeem the 7.875% Senior Unsecured Notes maturing October 2005 with an aggregate principal amount of $250.0.

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	•	Our Three-Year Revolving Credit Facility was amended and restated as of September 27, 2005. The effectiveness of the amended Three-Year Revolving Credit Facility is subject to certain conditions. The amendment revises certain of the negative and financial covenants under our existing Three-Year Revolving Credit Facility.
	•	In September 2005, we restated our previously filed financial statements and filed our delayed Annual Report on Form 10-K and our Quarterly Reports on Form 10-Q for the first and second quarters of 2005.

	REVENUE

			Total								Domestic												International
Three Months Ended			$ Change				% Change				$ Change				% Change				% of Total				$ Change				% Change				% of Total
March 31, 2004 (Restated)			$	1,389.4							$	803.4								57.8	%		$	586.0								42.2	%
Foreign currency changes				25.2				1.8	%			—				—								25.2				4.3	%
Net acquisitions/ divestitures				(13.4	)			(1.0	)%			(4.5	)			(0.6	)%							(8.9	)			(1.5	)%
Organic				(70.9	)			(5.1	)%			(59.2	)			(7.4	)%							(11.7	)			(2.0	)%
	Total change			(59.1	)			(4.3	)%			(63.7	)			(7.9	)%							4.6				0.8	%
March 31, 2005			$	1,330.3							$	739.7								55.6	%		$	590.6								44.4	%

	OPERATING EXPENSES

			Three Months Ended March 31,
			2005								2004
											(Restated)
							% of								% of
			$				Revenue				$				Revenue				$ Change				% Change
Salaries and related expenses			$	973.8				73.2	%		$	886.7				63.8	%		$	87.1				9.8	%
Office and general expenses				527.8				39.7	%			510.7				36.8	%			17.1				3.3	%
Restructuring charges				(6.9	)							61.6								(68.5	)			(111.2	)%
Long-lived asset impairment and other charges				—								5.7								(5.7	)			(100.0	)%
	Total operating expenses		$	1,494.7							$	1,464.7							$	30.0				2.0	%

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	Salaries and Related Expenses

		Total
										% of
Three Months Ended		$				% Change				Revenue
March 31, 2004 (Restated)		$	886.7								63.8	%
Foreign currency changes			16.0				1.8	%
Net acquisitions/divestitures			(9.6	)			(1.1	)%
Organic			80.7				9.1	%
Total change			87.1				9.8	%
March 31, 2005		$	973.8								73.2	%

	Office and General Expenses

		Total
										% of
Three Months Ended		$				% Change				Revenue
March 31, 2004 (Restated)		$	510.7								36.8	%
Foreign currency changes			10.1				2.0	%
Net acquisitions/divestitures			(15.8	)			(3.1	)%
Organic			22.8				4.5	%
Total change			17.1				3.3	%
March 31, 2005		$	527.8								39.7	%

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	Restructuring Charges (Reversals)

		Three Months Ended
		March 31,
		Lease Termination and												Severance and
		Other Exit Costs												Termination Costs
		2003				2001								2003
		Program				Program				Total				Program				Total
2005		$	(4.3	)		$	(2.3	)		$	(6.6	)		$	(0.3	)		$	(6.9	)
2004 (Restated)		$	42.2			$	(2.5	)		$	39.7			$	21.9			$	61.6

	Lease Termination and Other Exit Costs

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	LONG-LIVED ASSET IMPAIRMENT AND OTHER CHARGES

	EXPENSE AND OTHER INCOME

			For the Three Months
			Ended March 31,
			2005				2004				$ Change				% Change
							(Restated)
Interest expense			$	(47.2	)		$	(43.9	)		$	(3.3	)			7.5	%
Interest income				14.9				9.8				5.1				52.0	%
Investment impairments				—				(3.2	)			3.2				(100.0	)%
Other income				14.5				1.3				13.2				1,015.4	%
	Total		$	(17.8	)		$	(36.0	)		$	18.2				(50.6	)%

	Interest Expense

	Interest Income

	Investment Impairments

	Other Income

			For the Three
			Months Ended
			March 31,
			2005				2004
							(Restated)
Gains (losses) on sales of businesses			$	9.6			$	(0.1	)
Gains on sales of other available-for-sale securities and miscellaneous investment income				4.9				1.4
	Total other income		$	14.5			$	1.3

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	OTHER ITEMS

	Income Taxes

		For the Three Months
		Ended March 31,
		2005				2004
						(Restated)
Provision (Benefit) for income taxes		$	(39.1	)		$	(29.0	)
Effective tax rate			21.5	%			26.1	%

	Minority Interest and Unconsolidated Affiliates

		For the Three
		Months Ended
		March 31,
		2005				2004
						(Restated)
Income applicable to minority interests		$	(1.2	)		$	(2.6	)
Equity in net income of unconsolidated affiliates		$	0.5			$	1.1

	NET LOSS

		For the Three Months
		Ended March 31,
		2005				2004				$ Change				% Change
						(Restated)
Net loss		$	(143.8	)		$	(83.8	)		$	(60.0	)			71.6	%
Less: preferred stock dividends			5.0				4.8				0.2				4.2	%
Net loss applicable to common stockholders		$	(148.8	)		$	(88.6	)		$	(60.2	)			67.9	%

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	Net loss

	Segment Results of Operations — Three Months Ended March 31, 2005 Compared to Three Months Ended March 31, 2004

			For the Three Months
			Ended March 31,
			2005				2004				$ Change				% Change
							(Restated)
Revenue:
IAN			$	1,116.6			$	1,166.4			$	(49.8	)			(4.3	)%
CMG				212.5				219.9				(7.4	)			(3.4	)%
Motorsports				1.2				3.1				(1.9	)			(61.3	)%
	Consolidated revenue		$	1,330.3			$	1,389.4			$	(59.1	)			(4.3	)%
Segment operating income (loss):
IAN			$	(82.7	)		$	32.6			$	(115.3	)			(353.7	)%
CMG				0.8				9.1				(8.3	)			(91.2	)%
Motorsports				1.0				(8.5	)			9.5				(111.8	)%
Corporate and other				(90.4	)			(41.2	)			(49.2	)			119.4	%

			For the Three Months Ended March 31,
			2005																				2004 (Restated)
			IAN				CMG				Motorsports				Corporate				Consolidated				IAN				CMG				Motorsports				Corporate				Consolidated
Reconciliation to segment operating income:
Consolidated operating income (loss)			$	(77.6	)		$	2.6			$	1.0			$	(90.4	)		$	(164.4	)		$	(16.9	)		$	(7.0	)		$	(10.1	)		$	(41.3	)		$	(75.3	)
Adjustments:
	Restructuring charges			5.1				1.8				—				—				6.9				(45.4	)			(16.1	)			—				(0.1	)			(61.6	)
	Long lived asset impairment and other charges:			—				—				—				—								(4.1	)			—				(1.6	)			—				(5.7	)
Segment operating income			$	(82.7	)		$	0.8			$	1.0			$	(90.4	)						$	32.6			$	9.1			$	(8.5	)		$	(41.2	)

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	REVENUE

			Total								Domestic												International
			$				% Change				$				% Change				% of Total				$				% Change				% of Total
Three Months Ended
March 31, 2004 (Restated)			$	1,166.4							$	664.5								57.0%			$	501.9								43.0%
Foreign currency changes				22.5				1.9%				—				—								22.5				4.5%
Net acquisitions/divestitures				(7.1	)			(0.6)%				(1.4	)			(0.2)%								(5.7	)			(1.1)%
Organic				(65.2	)			(5.6)%				(48.1	)			(7.2)%								(17.1	)			(3.4)%
	Total change			(49.8	)			(4.3)%				(49.5	)			(7.4)%								(0.3	)			(0.1)%
March 31, 2005			$	1,116.6							$	615.0								55.1%			$	501.6								44.9%

	SEGMENT OPERATING INCOME (LOSS)

		For the Three Months
		Ended March 31,
		2005				2004				$ Change				% Change
						(Restated)
Segment operating income (loss)		$	(82.7	)		$	32.6			$	(115.3	)			(353.7	)%
Operating margin			(7.4	)%			2.8	%

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	REVENUE

			Total								Domestic												International
			$ Change				% Change				$ Change				% Change				% of Total				$ Change				% Change				% of Total
Three Months Ended
March 31, 2004 (Restated)			$	219.9							$	138.7								63.1	%		$	81.2								36.9	%
Foreign currency changes				2.6				1.2	%			—				—								2.6				3.2	%
Net acquisitions/divestitures				(4.3	)			(2.0	)%			(3.1	)			(2.2	)%							(1.2	)			(1.5	)%
Organic				(5.7	)			(2.6	)%			(11.2	)			(8.1	)%							5.5				6.8	%
	Total change			(7.4	)			(3.4	)%			(14.3	)			(10.3	)%							6.9				8.5	%
March 31, 2005			$	212.5							$	124.4								58.5	%		$	88.1								41.5	%

	SEGMENT OPERATING INCOME

		For the Three
		Months Ended
		March 31,
		2005				2004				$ Change				% Change
						(Restated)
Segment operating income		$	0.8			$	9.1			$	(8.3	)			(91.2	)%
Operating margin			0.4	%			4.1	%

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		For the Three
		Months Ended
		March 31,
		2005				2004				$ Change				% Change
						(Restated)
Salaries and related expenses		$	48.9			$	35.3			$	13.6				38.5	%
Professional fees			52.4				16.1				36.3				225.5	%
Rent and depreciation			11.5				11.7				(0.2	)			(1.7	)%
Corporate insurance			7.1				7.4				(0.3	)			(4.1	)%
Bank fees			0.5				0.8				(0.3	)			(37.5	)%
Other			5.0				(1.7	)			6.7				(394.1	)%
Amounts allocated to operating divisions			(35.0	)			(28.4	)			(6.6	)			23.2	%
Total corporate and other		$	90.4			$	41.2			$	49.2				119.4	%

	CASH FLOW OVERVIEW

	Operating Cash Flow

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	Funding Requirements

	Sources of Funds

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	FINANCING

	Long-Term Debt

			March 31,				December 31,
			2005				2004
7.875% Senior Unsecured Notes due 2005			$	253.6			$	255.0
7.25% Senior Unsecured Notes due 2011				496.0				500.0
5.40% Senior Unsecured Notes, due 2009 (less unamortized discount of $0.3)				249.7				249.7
6.25% Senior Unsecured Notes, due 2014 (less unamortized discount of $1.0)				339.5				347.3
4.50% Convertible Senior Notes due 2023				800.0				800.0
Other notes payable and capitalized leases				42.8				42.1
	Total long-term debt			2,181.6				2,194.1
Less: current portion				257.7				258.1
Long-term debt, excluding current portion			$	1,923.9			$	1,936.0

	Redemption and Repurchase of Long-Term Debt

	Convertible Senior Notes

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	Credit Arrangements

Fiscal Quarter Ending		Ratio
September 30, 2005			2.15 to 1
December 31, 2005			1.75 to 1
March 31, 2006			1.85 to 1
June 30, 2006			1.45 to 1
September 30, 2006			1.75 to 1
December 31, 2006			2.15 to 1
March 31, 2007			2.50 to 1

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Fiscal Quarter Ending		Ratio
September 30, 2005			5.20 to 1
December 31, 2005			6.30 to 1
March 31, 2006			5.65 to 1
June 30, 2006			6.65 to 1
September 30, 2006			5.15 to 1
December 31, 2006			4.15 to 1
March 31, 2007			3.90 to 1

Four Fiscal Quarters Ending		Amount
September 30, 2005		$	435.0
December 31, 2005		$	360.0
March 31, 2006		$	400.0
June 30, 2006		$	340.0
September 30, 2006		$	440.0
December 31, 2006		$	545.0
March 31, 2007		$	585.0

	DERIVATIVES AND HEDGING ACTIVITIES

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	•	Revenue Recognition
	•	Accounting for Acquisitions

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	•	Internal Investigations
	•	International Compensation Arrangements
	•	Accounting for Lease Related Expenses
	•	Goodwill and Investment Impairment
	•	Other

	SEC Investigation

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Item 3.	Quantitative and Qualitative Disclosures about Market Risk

Item 4.	Controls and Procedures

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Item 1.	Legal Proceedings

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds

	1. On January 14, 2005, we issued 125,862 shares of our common stock to a former shareholder of a company which was acquired on October 17, 2000 as a deferred payment of the purchase price. The shares were valued at $1,681,000 on the date of issuance and were issued without registration in an “offshore transaction” and solely to “non-U.S. persons” in reliance on Rule 903(b)(3) of Regulation S under the Securities Act.
	2. On March 31, 2005, we issued 8,776 shares of our common stock to one company, in connection with the sale of substantially all of the assets of such company to one of our subsidiaries in the first quarter of 2000 as a deferred payment of the purchase price. The shares of Interpublic Stock had a market value of $103,927 as of the date of issuance and were issued without registration in reliance on Section 4(2) under the Securities Act, based on the status of the shareholder as an accredited investor.

Maximum

Number (or

Approximate

Dollar Value) of

Total Number of Shares

Shares (or Units)

(or Units) Purchased as

that May Yet Be

Total Number of

Average Price

Part of Publicly

Purchased Under

Shares (or Units)

Paid per Share

Announced Plans or

the Plans or

Purchased

(or Unit)(2)

Programs

Programs

January 1-31

17,950 shares

$

13.75

—

—

February 1-28

9,351 shares

$

13.31

—

—

March 1-31

95,658 shares

$

12.25

—

—

Total(1)

122,959 shares

$

12.55

—

—

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(1)	Consists of restricted shares of our common stock withheld under the terms of grants under employee stock compensation plans to offset tax withholding obligations that occurred upon vesting and release of restricted shares during each month of the first quarter of 2005 (the “Withheld Shares”).
(2)	The average price per month of the Withheld Shares was calculated by dividing the aggregate value of the tax withholding obligations for each month, by the aggregate number of shares of Common Stock withheld each month.

Item 6.	Exhibits

Exhibit No.				Description
	3(ii)			By-Laws of The Interpublic Group of Companies, Inc. (“Interpublic”), amended and restated through January 18, 2005, are incorporated by reference to Exhibit 3.1 to Interpublic’s Current Report on Form 8-K, filed with the Securities and Exchange Commission (the “SEC”) on January 21, 2005.
	4(v)(A)			Fourth Supplemental Indenture, dated as of March 28, 2005, to the Indenture, dated as of October 20, 2000, between Interpublic and The Bank of New York (the “2000 Indenture”), as modified by the board resolution and form of note, dated as of October 20, 2000, with respect to the 7.875% Senior Unsecured Notes due 2005, is incorporated by reference to Exhibit 4.1 to Interpublic’s Current Report on Form 8-K, filed with the SEC on April 1, 2005.
	4(v)(B)			Fifth Supplemental Indenture, dated as of March 28, 2005, to the 2000 Indenture, as modified by the First Supplemental Indenture, dated as of August 22, 2001, with respect to the 7.25% Senior Unsecured Notes due 2011, is incorporated by reference to Exhibit 4.2 to Interpublic’s Current Report on Form 8-K, filed with the SEC on April 1, 2005.
	4(v)(C)			Sixth Supplemental Indenture, dated as of March 30, 2005, to the 2000 Indenture, as modified by the Third Supplemental Indenture, dated as of March 13, 2003, with respect to the 4.50% Convertible Senior Notes due 2023, is incorporated by reference to Exhibit 4.3 to Interpublic’s Current Report on Form 8-K, filed with the SEC on April 1, 2005.

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Exhibit No.				Description
	4(v)(D)			Third Supplemental Indenture, dated as of March 28, 2005, to the Indenture, dated as of November 12, 2004, between Interpublic and SunTrust Bank (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 Interpublic’s Current Report on Form 8-K, filed with the SEC on April 1, 2005.
	4(v)(E)			Fourth Supplemental Indenture, dated as of March 29, 2005, to the 2004 Indenture, as modified by the First Supplemental Indenture, dated as of November 18, 2004, with respect to the 5.40% Senior Unsecured Notes due 2009, is incorporated by reference to Exhibit 4.5 to Interpublic’s Current Report on Form 8-K, filed with the SEC on April 1, 2005.
	10(i)(A)			Amendment No. 2, dated as of March 31, 2005, to the 364-Day Credit Agreement, dated as of May 10, 2004, among Interpublic, the Initial Lenders Named Therein, and Citibank, N.A., as Administrative Agent (“Citibank”), as amended by Amendment No. 1, dated as of September 29, 2004, is incorporated by reference to Exhibit 10.1 of Interpublic’s Current Report on Form 8-K, filed with the SEC on April 5, 2005.
	10(i)(B)			Amendment No. 2, dated as of March 31, 2005, to the 3-Year Credit Agreement, dated as of May 10, 2004, among Interpublic, the Initial Lenders Named Therein, and Citibank, as amended by Amendment No. 1, dated as of September 29, 2004, is incorporated by reference to Exhibit 10.2 of Interpublic’s Current Report on Form 8-K, filed with the SEC on April 5, 2005.
	10(i)(C)			Letter Agreement, dated as of March 31, 2005, between Interpublic and the Lenders party to the 364-Day Credit Agreement, waiving breaches of the 364-Day Credit Agreement, is incorporated by reference to Exhibit 10.3 of Interpublic’s Current Report on Form 8-K, filed with the SEC on April 5, 2005.
	10(i)(D)			Letter Agreement, dated as of March 31, 2005, between Interpublic, and the Lenders party to the 3-Year Credit Agreement, waiving breaches of the 3-Year Credit Agreement, is incorporated by reference to Exhibit 10.4 of Interpublic’s Current Report on Form 8-K, filed with the SEC on April 5, 2005.
	10(iii)(A)(1)			Confidential Separation Agreement and General Release, dated as of December 31, 2005, between Interpublic and Christopher J. Coughlin, is incorporated by reference to Exhibit 10.1 to Interpublic’s Current Report on Form 8-K, filed with the SEC on January 6, 2005.
	10(iii)(A)(2)			Employment Agreement, made as of January 18, 2005, by and between Interpublic and David A. Bell, is incorporated by reference to Exhibit 10.1 of Interpublic’s Current Report on Form 8-K filed with the SEC on January 21, 2005.
	10(iii)(A)(3)			Supplemental Agreement, made as of January 19, 2005, to an Employment Agreement, made as of July 13, 2004, by and between Interpublic and Michael I. Roth, is incorporated by reference to Exhibit 10.2 of Interpublic’s Current Report on Form 8-K, filed with the SEC on January 21, 2005.
	10(iii)(A)(4)			Supplemental Agreement, made as of January 31, 2005, to a Confidential Agreement and General Release; made as of February 27, 2004, by and between Interpublic and Brian J. Brooks is incorporated by reference to Exhibit 10(iii)(A)(82) to Interpublic’s Annual Report on Form 10-K for the year ended December 31, 2004.
	10(iii)(A)(5)			Supplemental Agreement, made as of February 14, 2005, to an Employment Agreement, made as of July 13, 2004, by and between Interpublic and Michael I. Roth, is incorporated by reference to Exhibit 10.1 of Interpublic’s Current Report on Form 8-K, filed with the SEC on February 17, 2005.
	31	.1		Certification, dated as of September 30, 2005 and executed by Michael I. Roth, under Section 302 of the Sarbanes-Oxley Act of 2002 (“S-Ox”).
	31	.2		Certification, dated as of September 30, 2005 and executed by Frank Mergenthaler, under Section 302 of S-Ox.
	32			Certification, dated as of September 30, 2005 and executed by Michael I. Roth and Frank Mergenthaler, furnished pursuant to Section 906 of S-Ox.

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	THE INTERPUBLIC GROUP OF COMPANIES, INC.

	By	/s/ Michael I. Roth

	Michael I. Roth
	Chairman and Chief Executive Officer

	By	/s/ Frank Mergenthaler

	Frank Mergenthaler
	Executive Vice President
	and Chief Financial Officer

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Exhibit No.				Description
	3(ii)			By-Laws of The Interpublic Group of Companies, Inc. (“Interpublic”), amended and restated through January 18, 2005, are incorporated by reference to Exhibit 3.1 to Interpublic’s Current Report on Form 8-K, filed with the Securities and Exchange Commission (the “SEC”) on January 21, 2005.
	4(v)(A)			Fourth Supplemental Indenture, dated as of March 28, 2005, to the Indenture, dated as of October 20, 2000, between Interpublic and The Bank of New York (the “2000 Indenture”), as modified by the board resolution and form of note, dated as of October 20, 2000, with respect to the 7.875% Senior Unsecured Notes due 2005, is incorporated by reference to Exhibit 4.1 to Interpublic’s Current Report on Form 8-K, filed with the SEC on April 1, 2005.
	4(v)(B)			Fifth Supplemental Indenture, dated as of March 28, 2005, to the 2000 Indenture, as modified by the First Supplemental Indenture, dated as of August 22, 2001, with respect to the 7.25% Senior Unsecured Notes due 2011, is incorporated by reference to Exhibit 4.2 to Interpublic’s Current Report on Form 8-K, filed with the SEC on April 1, 2005.
	4(v)(C)			Sixth Supplemental Indenture, dated as of March 30, 2005, to the 2000 Indenture, as modified by the Third Supplemental Indenture, dated as of March 13, 2003, with respect to the 4.50% Convertible Senior Notes due 2023, is incorporated by reference to Exhibit 4.3 to Interpublic’s Current Report on Form 8-K, filed with the SEC on April 1, 2005.
	4(v)(D)			Third Supplemental Indenture, dated as of March 28, 2005, to the Indenture, dated as of November 12, 2004, between Interpublic and SunTrust Bank (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 Interpublic’s Current Report on Form 8-K, filed with the SEC on April 1, 2005.
	4(v)(E)			Fourth Supplemental Indenture, dated as of March 29, 2005, to the 2004 Indenture, as modified by the First Supplemental Indenture, dated as of November 18, 2004, with respect to the 5.40% Senior Unsecured Notes due 2009, is incorporated by reference to Exhibit 4.5 to Interpublic’s Current Report on Form 8-K, filed with the SEC on April 1, 2005.
	10(i)(A)			Amendment No. 2, dated as of March 31, 2005, to the 364-Day Credit Agreement, dated as of May 10, 2004, among Interpublic, the Initial Lenders Named Therein, and Citibank, N.A., as Administrative Agent (“Citibank”), as amended by Amendment No. 1, dated as of September 29, 2004, is incorporated by reference to Exhibit 10.1 of Interpublic’s Current Report on Form 8-K, filed with the SEC on April 5, 2005.
	10(i)(B)			Amendment No. 2, dated as of March 31, 2005, to the 3-Year Credit Agreement, dated as of May 10, 2004, among Interpublic, the Initial Lenders Named Therein, and Citibank, as amended by Amendment No. 1, dated as of September 29, 2004, is incorporated by reference to Exhibit 10.2 of Interpublic’s Current Report on Form 8-K, filed with the SEC on April 5, 2005.
	10(i)(C)			Letter Agreement, dated as of March 31, 2005, between Interpublic and the Lenders party to the 364-Day Credit Agreement, waiving breaches of the 364-Day Credit Agreement, is incorporated by reference to Exhibit 10.3 of Interpublic’s Current Report on Form 8-K, filed with the SEC on April 5, 2005.
	10(i)(D)			Letter Agreement, dated as of March 31, 2005, between Interpublic, and the Lenders party to the 3-Year Credit Agreement, waiving breaches of the 3-Year Credit Agreement, is incorporated by reference to Exhibit 10.4 of Interpublic’s Current Report on Form 8-K, filed with the SEC on April 5, 2005.

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Table of Contents

Exhibit No.				Description
	10(iii)(A)(1)			Confidential Separation Agreement and General Release, dated as of December 31, 2005, between Interpublic and Christopher J. Coughlin, is incorporated by reference to Exhibit 10.1 to Interpublic’s Current Report on Form 8-K, filed with the SEC on January 6, 2005.
	10(iii)(A)(2)			Employment Agreement, made as of January 18, 2005, by and between Interpublic and David A. Bell, is incorporated by reference to Exhibit 10.1 of Interpublic’s Current Report on Form 8-K filed with the SEC on January 21, 2005.
	10(iii)(A)(3)			Supplemental Agreement, made as of January 19, 2005, to an Employment Agreement, made as of July 13, 2004, by and between Interpublic and Michael I. Roth, is incorporated by reference to Exhibit 10.2 of Interpublic’s Current Report on Form 8-K, filed with the SEC on January 21, 2005.
	10(iii)(A)(4)			Supplemental Agreement, made as of January 31, 2005, to a Confidential Agreement and General Release; made as of February 27, 2004, by and between Interpublic and Brian J. Brooks is incorporated by reference to Exhibit 10(iii)(A)(82) to Interpublic’s Annual Report on Form 10-K for the year ended December 31, 2004.
	10(iii)(A)(5)			Supplemental Agreement, made as of February 14, 2005, to an Employment Agreement, made as of July 13, 2004, by and between Interpublic and Michael I. Roth, is incorporated by reference to Exhibit 10.1 of Interpublic’s Current Report on Form 8-K, filed with the SEC on February 17, 2005.
	31	.1		Certification, dated as of September 30, 2005 and executed by Michael I. Roth, under Section 302 of the Sarbanes-Oxley Act of 2002 (“S-Ox”).
	31	.2		Certification, dated as of September 30, 2005 and executed by Frank Mergenthaler, under Section 302 of S-Ox.
	32			Certification, dated as of September 30, 2005 and executed by Michael I. Roth and Frank Mergenthaler, furnished pursuant to Section 906 of S-Ox.

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	1.	I have reviewed this quarterly report on Form 10-Q 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 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.

	/s/ Michael I. Roth
	Michael I. Roth
	Chairman and Chief Executive Officer

 

	1.	I have reviewed this quarterly report on Form 10-Q 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 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.

	/s/ Frank Mergenthaler
	Frank Mergenthaler
	Executive Vice President and
	Chief Financial Officer

 

	/s/ Michael I. Roth
	Michael I. Roth
	Chairman and Chief Executive Officer

	/s/ Frank Mergenthaler
	Frank Mergenthaler
	Executive Vice President and
	Chief Financial Officer