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(Mark One)
þ		ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
		For the fiscal year ended December 31, 2004
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.)

Title of Each Class		Name of Each Exchange on Which Registered
Common Stock, $0.10 par value		New York Stock Exchange
Series A Mandatory Convertible Preferred Stock, no par value		New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to the filing requirements for at least the past 90 days.	Yes  o     No  þ

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.	o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).	Yes  þ     No o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).	Yes  o     No  þ

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				Page
PART I.
Item 1.		Business			1
Item 2.		Properties			10
Item 3.		Legal Proceedings			10
Item 4.		Submission of Matters to a Vote of Security Holders			11
PART II.
Item 5.		Market for Registrant’s Common Equity and Related Stockholder Matters			12
Item 6.		Selected Financial Data			14
Item 7.		Management’s Discussion and Analysis of Financial Condition and Results of Operations			17
Item 7A.		Quantitative and Qualitative Disclosures About Market Risk			90
Item 8.		Consolidated Financial Statements and Supplementary Data			91
Item 9.		Changes in and Disagreements with Accountants on Accounting and Financial Disclosure			207
Item 9A.		Controls and Procedures			207
PART III.
Item 10.		Directors and Executive Officers of Interpublic			208
Item 11.		Executive Compensation			217
Item 12.		Security Ownership of Certain Beneficial Owners and Management			232
Item 13.		Certain Relationships and Related Transactions			235
Item 14.		Principal Accountant Fees and Services			235
PART IV.
Item 15.		Exhibits and Financial Statement Schedules			237
EX-31.1: CERTIFICATION
EX-31.2: CERTIFICATION
EX-32: CERTIFICATION

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	•	We have corrected our presentation of the restatement to recognize a tax benefit in periods prior to 2000 and a tax provision in 2001 attributable to restatement adjustments related to revenue recognition for customer contracts. These changes appear on pages 15 and 16 in Item 6 and pages 61-63, 65, 75, 78 and 83 in Item 7. These changes do not affect the cumulative impact of the restatement or our Consolidated Financial Statements for any period subsequent to December 31, 2001. We do not believe that the change is material to the 2001 financial statements.
	•	In our presentation of the effects of restatement adjustments on income statement and balance sheet accounts for full year and quarterly periods, we have corrected the allocation of tax effects between the “Other Adjustments” category and the other restatement categories in the tables. These changes appear on pages 62-65, 70, and 73-75 in Item 7 and on pages 121-123, 127, 128, 132, 134, and 201-204 in Item 8. These changes do not affect the cumulative impact of the restatement of our Consolidated Financial Statements and had no impact on any year in the 2000 to 2004 periods.
	•	We have also corrected for miscellaneous typographical errors.

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	•	risks arising from material weaknesses in our internal control over financial reporting, including material weaknesses in our 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; and
	•	developments from changes in the regulatory and legal environment for advertising and marketing services companies around the world.

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	•	Item 6, Selected Financial Data, contains restated financial results;
	•	Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, contains restated financial results, the reconciliation of restated amounts to previously released financial information, and an in depth discussion of each category of adjustment recorded;
	•	Item 8, Financial Statements and Supplementary Data, Note 2, Restatement of Previously Issued Financial Statements, presents restated financial results, the reconciliation of restated amounts to previously released financial information, and an in-depth discussion of each category of adjustment recorded;
	•	Item 8, Financial Statements and Supplementary Data, Note 20, Results by Quarter, presents restated financial results and the reconciliation of restated amounts to previously released financial information;
	•	Item 8, Management’s Assessment on Internal Control Over Financial Reporting; and
	•	Item 9A, Controls and Procedures.

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Item 1.	Business

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	•	McCann Erickson Worldwide
	•	Foote Cone & Belding Worldwide
	•	Lowe Worldwide

	•	Campbell-Ewald
	•	Carmichael Lynch
	•	Deutsch
	•	Hill Holliday
	•	The Martin Agency
	•	Springer & Jacoby

	•	Austin Kelley
	•	Avrett Free & Ginsberg
	•	Campbell Mithun
	•	Dailey & Associates
	•	Gillespie
	•	Gotham
	•	Jay Advertising
	•	Mullen
	•	Tierney Communications
	•	TM Advertising

	•	Draft Worldwide
	•	MRM Partners Worldwide
	•	The Hacker Group

	•	R/ GA
	•	FCBi
	•	Zentropy

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	•	Initiative
	•	MAGNA Global
	•	Universal McCann

	•	Marketing Drive
	•	Momentum
	•	The Properties Group
	•	Zipatoni

	•	DeVries Public Relations
	•	Golin Harris
	•	MWW Group
	•	Weber Shandwick

	•	Marketing Accountability Practice (marketing accountability/ ROI)
	•	frank about women
	•	KidCom (youth marketing)
	•	NAS (recruitment)
	•	Newspaper Services of America (newspaper services)
	•	OSI (outdoor advertising)
	•	Wahlstrom Group (yellowpages)
	•	Women2Women Communications

	•	Bragman Nyman Cafarelli
	•	Octagon
	•	PMK/ HBH
	•	Rogers & Cowan

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	•	Accent Marketing (Hispanic)
	•	Casanova Pendrill (Hispanic)
	•	GlobalHue (diverse segments)
	•	IW Group (Asian-Pacific-American)
	•	SiboneyUSA (Hispanic)
	•	Ten Communications (Asian-American)

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	•	We have restated our previously issued financial statements.

	•	We have numerous material weaknesses in our internal control over financial reporting.

	•	We have extensive work remaining to remedy the material weaknesses in our internal control over financial reporting.

	•	Until our auditor can provide us with an opinion on management’s assessment and on the effectiveness of our internal control over financial reporting, we will continue to suffer certain adverse consequences under the federal securities laws.

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	•	We face substantial ongoing costs associated with complying with the requirements of Section 404 of the Sarbanes-Oxley Act.

	•	Ongoing SEC investigations regarding our accounting restatements could adversely affect us.

	•	We operate in a highly competitive industry.

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	•	We may lose or fail to attract and retain key employees and management personnel.

	•	As a marketing services company, our revenues are highly susceptible to declines as a result of unfavorable economic conditions.

	•	Our liquidity profile has recently been adversely affected.

	•	Downgrades of our credit ratings could adversely affect us.

	•	International business risks could adversely affect our operations.

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	•	In 2004 and prior years, we recognized substantial impairment charges and increased our deferred tax valuation allowances, and we may be required to record additional charges in the future related to these matters.

•	We are subject to certain restrictions and must meet certain minimum financial covenants under our Revolving Credit Facility.

•	We may not be able to meet our performance targets and milestones.

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•	We are subject to regulations that could restrict our activities or negatively impact our revenues.

Item 2.	Properties

Item 3.	Legal Proceedings

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Item 4.	Submission of Matters to a Vote of Security Holders

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Item 5.	Market for Registrant’s Common Equity and Related Stockholder Matters

			NYSE Sale Price
Period			High				Low
2005:
	Second Quarter		$	13.28			$	12.11
	First Quarter		$	13.68			$	11.50
2004:
	Fourth Quarter		$	13.50			$	10.95
	Third Quarter		$	13.62			$	10.51
	Second Quarter		$	16.43			$	13.73
	First Quarter		$	17.19			$	14.86
2003:
	Fourth Quarter		$	16.41			$	13.55
	Third Quarter		$	15.44			$	12.94
	Second Quarter		$	14.55			$	9.30
	First Quarter		$	15.38			$	8.01

	Mellon Investor Services, Inc.

	•	On November 22, 2004, we issued 29,015 shares of our common stock to a shareholder of a company in connection with the purchase of 49% of the common stock of such company in the fourth quarter of 1999. The shares of our common stock had a market value of $351,114 as of the

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		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.
	•	On October 26, 2004, we issued 296,928 shares of our common stock to four former shareholders of a company as a final deferred payment for 100% of the shares of the company, which we acquired in the third quarter of 2000. The shares of our common stock were valued at $3,327,389 as of the date of issuance and were issued without registration in reliance on Regulation S under the Securities Act.
	•	On October 19, 2004, we issued 115,838 shares of our common stock, and on November 18, 2004 we issued 242,713 shares of our common stock, to four former shareholders of a company for shares we acquired in the first quarter of 1997 and in the second quarter of 2004. The shares of our common stock were valued at $1,742,671 and $2,698,491, as of their respective dates of issuance, and were issued without registration in reliance on Regulation S under the Securities Act.

														Maximum
														Number
														of Shares
						Average				Total Number of Shares				that May Yet Be
		Total Number				Price				Purchased as Part of				Purchased
		of Shares				Paid per				Publicly Announced				Under the Plans
		Purchased				Share(2)				Plans or Programs				or Programs
October 1-31			10,285			$	11.34				—				—
November 1-30			2,461			$	12.22				—				—
December 1-31			9,657			$	12.97				—				—
Total(1)			22,403			$	12.14				—				—

(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 (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 our common stock withheld each month.

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Item 6.	Selected Financial Data

	•	Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations
	•	Item 8, Financial Statements and Supplementary Data, Note 2, Restatement of Previously Issued Financial Statements
	•	Item 8, Financial Statements and Supplementary Data, Note 20, Results by Quarter

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			For the Years Ended December 31,
			2004				2003				2002				2001				2000
							(Restated)				(Restated)				(Restated)				(Restated)
			(Amounts in Millions, Except Per Share Amounts)
REVENUE			$	6,387.0			$	6,161.7			$	6,059.1			$	6,598.5			$	6,872.2
OPERATING EXPENSES:
	Salaries and related expenses			3,733.5				3,500.6				3,396.7				3,634.5				3,830.8
	Office and general expenses			2,249.8				2,225.7				2,248.7				2,398.5	(1)			2,173.0	(1)
	Restructuring charges			62.2				172.9				7.9				629.5				158.3
	Long-lived asset impairment and other charges			322.2				294.0				130.0				300.7				—
	Motorsports contract termination costs			113.6				—				—				—				—
Total operating expenses				6,481.3				6,193.2				5,783.3				6,963.2				6,162.1
OPERATING INCOME (LOSS)				(94.3	)			(31.5	)			275.8				(364.7	)			710.1
EXPENSE AND OTHER INCOME:
	Interest expense			(172.0	)			(207.0	)			(158.7	)			(169.0	)			(127.3	)
	Debt prepayment penalty			(9.8	)			(24.8	)			—				—				—
	Interest income			50.7				39.3				30.6				41.7				57.4
	Investment impairments			(63.4	)			(71.5	)			(40.3	)			(212.4	)			(3.9	)
	Litigation charges			32.5				(127.6	)			—				—				—
	Other income (expense)			(10.7	)			50.3				8.3				14.5				45.3
Total expense and other income				(172.7	)			(341.3	)			(160.1	)			(325.2	)			(28.5	)
Income (loss) from continuing operations before provision for income taxes				(267.0	)			(372.8	)			115.7				(689.9	)			681.6
	Provision for (benefit of) income taxes			262.2				242.7				106.4				(88.1	)			305.9
Income (loss) from continuing operations of consolidated companies				(529.2	)			(615.5	)			9.3				(601.8	)			375.7
	Income applicable to minority interests (net of tax)			(21.5	)			(27.0	)			(30.0	)			(27.3	)			(38.5	)
	Equity in net income (loss) of unconsolidated affiliates (net of tax)			5.8				2.4				5.9				3.2				(13.3	)
Income (loss) from continuing operations				(544.9	)			(640.1	)			(14.8	)			(625.9	)			323.9
Dividends on preferred stock				19.8				—				—				—				—
Net income (loss) from continuing operations				(564.7	)			(640.1	)			(14.8	)			(625.9	)			323.9
Income from discontinued operations (net of tax)				6.5				101.0				31.5				15.5				6.4
NET INCOME (LOSS) APPLICABLE TO COMMON STOCKHOLDERS			$	(558.2	)		$	(539.1	)		$	16.7			$	(610.4	)		$	330.3
Earnings (loss) per share of common stock:
Basic:
	Continuing operations		$	(1.36	)		$	(1.66	)		$	(0.04	)		$	(1.70	)		$	0.90
	Discontinued operations			0.02				0.26				0.08				0.04				0.02
Total*			$	(1.34	)		$	(1.40	)		$	0.04			$	(1.65	)		$	0.92
Diluted:
	Continuing operations		$	(1.36	)		$	(1.66	)		$	(0.04	)		$	(1.70	)		$	0.87
	Discontinued operations			0.02				0.26				0.08				0.04				0.02
Total*			$	(1.34	)		$	(1.40	)		$	0.04			$	(1.65	)		$	0.89
Weighted-average shares:
	Basic			415.3				385.5				376.1				369.0				359.6
	Diluted			415.3				385.5				376.1				369.0				370.5
OTHER DATA
	Cash dividends per share of common stock		$	—			$	—			$	0.38			$	0.38			$	0.37
	Cash dividends per share of preferred stock		$	2.69			$	—			$	—			$	—			$	—
	Capital expenditures		$	(194.0	)		$	(159.6	)		$	(171.4	)		$	(257.5	)		$	(246.9	)
	Actual number of employees			43,700				43,400				45,800				50,500				58,400

(1)	Includes amortization expense of $161.0 and $132.3 in 2001 and 2000, respectively.

*	Earnings (loss) per share does not add due to rounding.

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			As of December 31,
			2004				2003				2002				2001				2000
							(Restated)				(Restated)				(Restated)				(Restated)
ASSETS:
Cash and cash equivalents			$	1,550.4			$	1,871.9			$	953.2			$	938.1			$	848.8
Short-term marketable securities				420.0				195.1				30.7				21.2				26.6
Accounts receivable, net of allowances				4,907.5				4,650.3				4,610.1				4,653.1				5,599.6
Expenditures billable to clients				345.2				303.3				387.7				358.4				473.2
Deferred income taxes				261.0				279.7				103.0				136.0				27.3
Prepaid expenses and other current assets				152.6				232.4				389.6				300.1				235.0
	Total current assets			7,636.7				7,532.7				6,474.3				6,406.9				7,210.5
Land, buildings and equipment, net				722.9				697.9				851.1				871.0				845.6
Deferred income taxes				274.2				378.3				534.3				514.0				410.1
Investments				168.7				246.8				326.5				334.6				463.0
Goodwill				3,141.6				3,267.9				3,320.9				2,933.9				2,996.0
Other intangible assets, net of amortization				37.6				43.0				82.4				102.2				87.8
Other assets				290.6				279.3				315.5				277.7				264.6
	Total non-current assets			4,635.6				4,913.2				5,430.7				5,033.4				5,067.1
TOTAL ASSETS			$	12,272.3			$	12,445.9			$	11,905.0			$	11,440.3			$	12,277.6
LIABILITIES:
Accounts payable			$	6,128.7			$	5,614.7			$	5,370.8			$	4,711.2			$	5,901.5
Accrued liabilities				1,108.6				1,256.7				1,273.9				1,536.5				1,342.1
Short-term debt				325.9				316.9				841.9				428.5				538.0
	Total current liabilities			7,563.2				7,188.3				7,486.6				6,676.2				7,781.6
Long-term debt				1,936.0				2,198.7				1,822.2				2,484.6				1,533.8
Deferred compensation and employee benefits				590.7				548.6				534.9				438.6				525.5
Other non-current liabilities				408.9				326.7				270.7				177.3				163.6
Minority interests in consolidated subsidiaries				55.2				64.8				68.0				84.0				93.1
	Total non-current liabilities			2,990.8				3,138.8				2,695.8				3,184.5				2,316.0
TOTAL LIABILITIES				10,554.0				10,327.1				10,182.4				9,860.7				10,097.6
TOTAL STOCKHOLDERS’ EQUITY				1,718.3				2,118.8				1,722.6				1,579.6				2,180.0
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY			$	12,272.3			$	12,445.9			$	11,905.0			$	11,440.3			$	12,277.6

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Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations

	Our Business

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	Business Drivers

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	2004 Performance

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	•	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 Years
		Ended
		December 31,
		2004				2003
Organic revenue growth percentage (vs. prior year)			1.2	%			(3.0	)%
Operating margin percentage			(1.5	)%			(0.5	)%
Salaries and related expenses as a percentage of revenue			58.5	%			56.8	%
Office and general expenses as a percentage revenue			35.2	%			36.1	%

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	•	Long-lived asset impairment charges of $322.2 were recorded, including $311.9 of goodwill impairments primarily at CMG, Lowe and Draft as a result of our annual impairment review. These were due to a decline in revenue, coupled with a drop in industry valuation metrics. Refer to Note 8 of the Consolidated Financial Statements for additional information.
	•	Motorsports contract termination charges of $113.6 were recorded related to agreements with the British Racing Drivers Club and the Formula One Administration Limited, which released us from certain guarantees and lease obligations. We have exited this business and do not anticipate any additional material charges. Refer to Note 4 of the Consolidated Financial Statements for additional information.
	•	Restructuring charges of $62.2 were recorded related to severance and termination costs and lease termination and other exit costs under the 2003 and 2001 restructuring programs, net of $32.0 of reserve reversals due to changes in our original estimates. These charges were primarily the result of vacating properties and employment terminations executed during 2004. Reserve reversals recorded during 2004 were the result of changes in management’s estimates impacted by events and circumstances which arose during the period. Refer to Note 5 of the Consolidated Financial Statements for additional information.
	•	Investment impairment charges of $63.4 were recorded primarily related to an investment in an unconsolidated German advertising agency as a result of a decrease in projected operating results. Refer to Note 9 of the Consolidated Financial Statements for additional information.
	•	Shareholder litigation settlement resulted in a reduction of expenses of $32.5, related to proceeds received of $20.0 from insurance policies (which a receivable had not previously accounted for) and the reversal of $12.5 in settlement reserves due to the decrease in share price between the tentative settlement date and the final settlement date as the share settlement was a fixed number. Refer to Note 19 of the Consolidated Financial Statements for additional information.
	•	Prepayment penalty charges of $9.8 were recorded on the early retirement of $250.0 of the 7.875% Senior Unsecured Notes due in 2005. Refer to Note 11 of the Consolidated Financial Statements for additional information.
	•	A total charge of $236.0 was recorded to increase our valuation allowance for deferred income tax assets primarily relating to foreign net operating loss carry forwards. Refer to Note 10 of the Consolidated Financial Statements for additional information.
	•	Total salaries and related expenses and professional fees increased by approximately $232.9 and $87.6. These related primarily to increased headcount, the audit of our restated financial statements and the requirements of the Sarbanes-Oxley Act and are discussed in Consolidated Results of Operations — 2004 Compared to 2003.

	•	We replaced our previous 364-day and five-year revolving credit facilities totaling $875.0, with 364-Day and Three-Year Revolving Credit Facilities, maturing May 2007, totaling $700.0.

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	•	We completed the issuance and sale of $250.0 aggregate principal amount of 5.40% Senior Unsecured Notes maturing 2009 and $350.0 aggregate principal amount of 6.25% Senior Unsecured Notes maturing 2014.
	•	Proceeds from the two debt issuances were used to pay down $250.0 of the 7.875% Senior Unsecured Notes due 2005 and redeem the $361.0 aggregate principal amount of 1.87% Convertible Subordinated Notes in December 2004.
	•	All of the 1.80% Convertible Subordinate Notes were redeemed for approximately $246.0 in January 2004 using net proceeds from offerings of $246.0 of convertible preferred stock and common stock in late 2003.

	•	We entered into waivers and amendments to our 364-Day and 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, financial covenants with respect to our interest coverage ratio, debt to EBITDA ratio and minimum EBITDA for certain fiscal quarters were amended.
	•	In March 2005, we completed a consent solicitation to amend the indentures governing five series of our outstanding public debt to provide that our failure to timely file our SEC reports would not constitute a default under the indentures until September 30, 2005.
	•	In July 2005, we completed the issuance and sale of $250.0 Floating Rate Notes maturing 2008. We used the proceeds to redeem the 7.875% Senior Unsecured Notes maturing October 2005 with an aggregate principal amount of $250.0.
	•	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. The 364-day Revolving Credit Facility will expire on September 30, 2005.

	Management Changes

	•	In February 2004, Stephen Gatfield was hired as our Executive Vice President, Global Operations and Innovation.
	•	In May 2004, Nick Cyprus was hired as our Senior Vice President, Controller and Chief Accounting Officer.
	•	In June 2004, Robert Thompson was named our Executive Vice President and Chief Financial Officer. He resigned in July 2005.
	•	In July 2004, Michael Roth was hired as our Executive Chairman.
	•	In November 2004, Tony Wright was hired as Chief Executive Officer of Lowe Worldwide and Ed Powers was named Chief Operating Officer of Lowe Worldwide.

	Subsequent to 2004

	•	In January 2005, Michael Roth was named our Chairman and Chief Executive Officer. Concurrently, David Bell, our Chairman and Chief Executive Officer since 2003 was named Co-Chairman.

22

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	•	In May 2005, Steve Centrillo was hired as our Executive Vice President and Chief Growth Officer.
	•	In May 2005, Mark Rosenthal was hired as our Chairman and Chief Executive Officer of Media Operations.
	•	In June 2005, Steve Blamer, who had been hired as Chief Executive Officer of Foote, Cone and Belding Worldwide in December 2004, assumed his responsibility following the expiration of a prior non-compete agreement.
	•	In July 2005, Frank Mergenthaler was hired as our Executive Vice President and Chief Financial Officer.

	REVENUE

			Total								Domestic												International
			$				% Change				$				% Change				% of Total				$				% Change				% of Total
2003 (Restated)			$	6,161.7							$	3,459.3								56.1	%		$	2,702.4								43.9	%
Foreign currency changes				237.7				3.9	%			—				—								237.7				8.8	%
Net acquisitions/divestitures				(88.0	)			(1.4	)%			(35.4	)			(1.0	)%							(52.6	)			(1.9	)%
Organic				75.6				1.2	%			85.3				2.5	%							(9.7	)			(0.4	)%
	Total change			225.3				3.7	%			49.9				1.4	%							175.4				6.5	%
2004			$	6,387.0							$	3,509.2								54.9	%		$	2,877.8								45.1	%

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	OPERATING EXPENSES

			For the Years Ended December 31,
			2004								2003
							% of								% of
			$				Revenue				$				Revenue				$ Change				% Change
											(Restated)
Salaries and related expenses			$	3,733.5				58.5	%		$	3,500.6				56.8	%		$	232.9				6.7	%
Office and general expenses				2,249.8				35.2	%			2,225.7				36.1	%			24.1				1.1	%
Restructuring charges				62.2								172.9								(110.7	)			(64.0	)%
Long-lived asset impairment and other charges				322.2								294.0								28.2				9.6	%
Motorsports contract termination costs				113.6								—								113.6				—
	Total operating expenses		$	6,481.3							$	6,193.2							$	288.1				4.7	%

	Salaries and Related Expenses

		Total
										% of
		$				% Change				Revenue
2003 (Restated)		$	3,500.6								56.8	%
Foreign currency changes			129.4				3.7	%
Net acquisitions/divestitures			(40.5	)			(1.2	)%
Organic			144.0				4.1	%
Total change			232.9				6.7	%
2004		$	3,733.5								58.5	%

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		Total
										% of
		$				% Change				Revenue
2003 (Restated)		$	2,225.7								36.1	%
Foreign currency changes			102.9				4.6	%
Net acquisitions/divestitures			(63.9	)			(2.9	)%
Organic			(14.9	)			(0.7	)%
Total change			24.1				1.1	%
2004		$	2,249.8								35.2	%

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	Restructuring Charges

			Lease Termination and
			Other Exit Costs												Severance and Termination Costs
			2003				2001								2003				2001
			Program				Program				Total				Program				Program				Total				Total
2004 Net (Income) Expense
IAN			$	40.3			$	(7.3	)		$	33.0			$	14.1			$	(4.3	)		$	9.8			$	42.8
CMG				8.1				4.0				12.1				5.1				(0.7	)			4.4				16.5
Corporate				3.7				(1.0	)			2.7				0.3				(0.1	)			0.2				2.9
	Total		$	52.1			$	(4.3	)		$	47.8			$	19.5			$	(5.1	)		$	14.4			$	62.2
2003 Net (Income) Expense (Restated)
IAN			$	23.1			$	8.8			$	31.9			$	106.6			$	(0.1	)		$	106.5			$	138.4
CMG				12.7				6.1				18.8				15.7				—				15.7				34.5
Motorsports				—				—				—				0.4				—				0.4				0.4
Corporate				(2.2	)			(1.3	)			(3.5	)			3.1				—				3.1				(0.4	)
	Total		$	33.6			$	13.6			$	47.2			$	125.8			$	(0.1	)		$	125.7			$	172.9

	Lease termination and other exit costs

	2003 Program

	2001 Program

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	Adjustments to Estimates

	Severance and termination costs

	2003 Program

	2001 Program

	Adjustments to Estimates

	Long-Lived Asset Impairment and Other Charges

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			For the Years Ended December 31,
			2004																2003 (Restated)
											Motor-																Motor-
			IAN				CMG				sports				Total				IAN				CMG				sports				Total
Goodwill impairment			$	220.2			$	91.7			$	—			$	311.9			$	0.4			$	218.0			$	—			$	218.4
Fixed asset impairment				2.0				0.4				3.0				5.4				2.3				—				63.8				66.1
Other				4.9				—				—				4.9				9.1				0.4				—				9.5
	Total		$	227.1			$	92.1			$	3.0			$	322.2			$	11.8			$	218.4			$	63.8			$	294.0

	2004 Impairments

	2003 Impairments

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	Motorsports Contract Termination Costs

	EXPENSE AND OTHER INCOME

			For the Years Ended
			December 31,
			2004				2003				$ Change				% Change
							(Restated)
Interest expense			$	(172.0	)		$	(207.0	)		$	35.0				(16.9	)%
Debt prepayment penalty				(9.8	)			(24.8	)			15.0				(60.5	)%
Interest income				50.7				39.3				11.4				29.0	%
Investment impairments				(63.4	)			(71.5	)			8.1				(11.3	)%
Litigation charges				32.5				(127.6	)			160.1				(125.5	)%
Other income (expense)				(10.7	)			50.3				(61.0	)			(121.3	)%
	Total		$	(172.7	)		$	(341.3	)		$	168.6				(49.4	)%

	Interest Expense

	Debt Prepayment Penalty

	Interest Income

	Investment Impairments

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	Litigation Charges

	Other Income (Expense)

	OTHER ITEMS

	Income Taxes

		For the Years Ended
		December 31,
		2004				2003
						(Restated)
Provision for income taxes		$	262.2			$	242.7
Effective tax rate			98.2	%			65.1	%

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	Valuation Allowance

	Minority Interest and Unconsolidated Affiliates

		For the Years Ended
		December 31,
		2004				2003
						(Restated)
Income applicable to minority interests, net of tax		$	(21.5	)		$	(27.0	)
Equity in net income of unconsolidated affiliates, net of tax		$	5.8			$	2.4

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	NET INCOME (LOSS)

		For the Years Ended
		December 31,
		2004				2003				$ Change				% Change
						(Restated)
Loss from continuing operations		$	(544.9	)		$	(640.1	)		$	95.2				14.9	%
Less: preferred stock dividends			19.8				—				19.8				—
Net loss from continuing operations			(564.7	)			(640.1	)			75.4				11.8	%
Income from discontinued operations, net of taxes of $3.5 and $8.3, respectively			6.5				101.0				(94.5	)			(93.6	)%
Net loss applicable to common stockholders		$	(558.2	)		$	(539.1	)		$	(19.1	)			3.5	%

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			For the Years Ended
			December 31,
			2004				2003				$ Change				% Change
							(Restated)
Revenue:
IAN			$	5,399.2			$	5,140.5			$	258.7				5	%
CMG				935.8				942.4				(6.6	)			(0.7	)%
Motorsports				52.0				78.8				(26.8	)			(34.0	)%
	Consolidated revenue		$	6,387.0			$	6,161.7			$	225.3				3.7	%
Segment operating income (loss):
IAN			$	577.2			$	551.9			$	25.3				4.6	%
CMG				83.7				55.7				28.0				50.3	%
Motorsports				(14.0	)			(43.6	)			29.6				67.9	%
Corporate and other				(243.2	)			(128.6	)			(114.6	)			89.1	%

		For the Years Ended December 31,
		2004																				2003 (Restated)
Reconciliation to segment		IAN				CMG				Motorsports				Corporate				Total				IAN				CMG				Motorsports				Corporate				Total
operating income:
Consolidated operating income (loss)		$	307.3			$	(24.9	)		$	(130.6	)		$	(246.1	)		$	(94.3	)		$	401.7			$	(197.2	)		$	(107.8	)		$	(128.2	)		$	(31.5	)
Adjustments:
Restructuring charges			(42.8	)			(16.5	)			—				(2.9	)			(62.2	)			(138.4	)			(34.5	)			(0.4	)			0.4				(172.9	)
Long lived asset impairment and other charges:			(227.1	)			(92.1	)			(116.6	)			—				(435.8	)			(11.8	)			(218.4	)			(63.8	)			—				(294.0	)
Segment operating income		$	577.2			$	83.7			$	(14.0	)		$	(243.2	)						$	551.9			$	55.7			$	(43.6	)		$	(128.6	)

			Total								Domestic												International
			$				% Change				$				% Change				% of Total				$				% Change				% of Total
2003 (Restated)			$	5,140.5							$	2,864.4								55.7	%		$	2,276.1								44.3	%
Foreign currency changes				194.1				3.8	%			—				—								194.1				8.5	%
Net acquisitions/divestitures				(40.0	)			(0.8	)%			(27.5	)			(1.0	)%							(12.5	)			(0.5	)%
Organic				104.6				2.0	%			96.4				3.4	%							8.2				0.4	%
	Total change			258.7				5.0	%			68.9				2.4	%							189.8				8.3	%
2004			$	5,399.2							$	2,933.3								54.3	%		$	2,465.9								45.7	%

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	SEGMENT OPERATING INCOME

		For the Years Ended
		December 31,
						2003
		2004				(Restated)				$ Change				% Change
Segment operating income		$	577.2			$	551.9			$	25.3				4.6	%
Operating margin			10.7	%			10.7	%

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	REVENUE

			Total												Domestic												International
			$				% Change				$				% Change				% of Total				$				% Change				% of Total
2003 (Restated)			$	942.4							$	593.2								62.9	%		$	349.2								37.1	%
Foreign currency changes				34.4				3.7	%			—				—								34.4				9.9	%
Net acquisitions/divestitures				(11.0	)			(1.2	)%			(7.9	)			(1.3	)%							(3.1	)			(0.9	)%
Organic				(30.0	)			(3.2	)%			(9.3	)			(1.6	)%							(20.7	)			(5.9	)%
	Total change			(6.6	)			(0.7	)%			(17.2	)			(2.9	)%							10.6				3.0	%
2004			$	935.8							$	576.0								61.6	%		$	359.8								38.4	%

		For the Years Ended
		December 31,
		2004				2003				$ Change				% Change
						(Restated)
Segment operating income		$	83.7			$	55.7			$	28.0				50.3	%
Operating margin			8.9	%			5.9	%

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			For the Years Ended
			December 31,
			2004				2003				$ Change				% Change
							(Restated)
Salaries and related expenses			$	151.2			$	129.0			$	22.2				17.2	%
Professional fees				143.4				49.8				93.6				188.0	%
Rent and depreciation				38.0				30.5				7.5				24.6	%
Corporate Insurance				29.7				26.5				3.2				12.1	%
Bank fees				2.8				1.6				1.2				75.0	%
Other				11.4				9.3				2.1				22.6	%
Expenses allocated to operating divisions				(133.3	)			(118.1	)			(15.2	)			(12.9	)%
	Total corporate and other		$	243.2			$	128.6			$	114.6				89.1	%

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			Total								Domestic												International
			$				% Change				$				% Change				% of Total				$				% Change				% of Total
2002 (Restated)			$	6,059.1							$	3,478.1								57.4	%		$	2,581.0								42.6	%
Foreign currency changes				293.7				4.8	%			—				—								293.7				11.4	%
Net acquisitions/divestitures				(11.8	)			(0.2	)%			8.8				0.3	%							(20.6	)			(0.8	%)
Organic				(179.3	)			(3.0	)%			(27.6	)			(0.8	)%							(151.7	)			(5.9	%)
	Total change			102.6				1.7	%			(18.8	)			(0.5	)%							121.4				4.7	%
2003 (Restated)			$	6,161.7							$	3,459.3								56.1	%		$	2,702.4								43.9	%

							For the Years Ended
							December 31,
			2003 (Restated)								2002 (Restated)
							% of								% of
			$				Revenue				$				Revenue				$ Change				% Change
Salaries and related expenses			$	3,500.6				56.8	%		$	3,396.7				56.1	%		$	103.9				3.1	%
Office and general expenses				2,225.7				36.1	%			2,248.7				37.1	%			(23.0	)			(1.0	)%
Restructuring charges				172.9				2.8	%			7.9				0.1	%			165.0				2088.6	%
Long-lived asset impairment and other charges				294.0				4.8	%			130.0				2.1	%			164.0				126.2	%
	Total operating expenses		$	6,193.2							$	5,783.3							$	409.9				7.1	%

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			Total
											% of
			$				% Change				Revenue
2002 (Restated)			$	3,396.7								56.1	%
Foreign currency changes				156.7				4.6	%
Net acquisitions/divestitures				(2.3	)			(0.1	)%
Organic				(50.5	)			(1.5	)%
	Total change			103.9				3.1	%
2003 (Restated)			$	3,500.6								56.8	%

			Total
											% of
			$				% Change				Revenue
2002 (Restated)			$	2,248.7								37.1	%
Foreign currency changes				121.1				5.4	%
Net acquisitions/divestitures				(13.4	)			(0.6	)%
Organic				(130.7	)			(5.8	)%
	Total change			(23.0	)			(1.0	)%
2003 (Restated)			$	2,225.7								36.1	%

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			Lease Termination and Other
			Exit Costs												Severance and Termination Costs
			2003				2001								2003				2001
			Program				Program				Total				Program				Program				Total				Total
2003 Net (Income) Expense (Restated)
IAN			$	23.1			$	8.8			$	31.9			$	106.6			$	(0.1	)		$	106.5			$	138.4
CMG				12.7				6.1				18.8				15.7				—				15.7				34.5
Motorsports				—				—				—				0.4				—				0.4				0.4
Corporate				(2.2	)			(1.3	)			(3.5	)			3.1				—				3.1				(0.4	)
	Total		$	33.6			$	13.6			$	47.2			$	125.8			$	(0.1	)		$	125.7			$	172.9
2002 Net Expense (Restated)
IAN			$	—			$	5.2			$	5.2			$	—			$	7.9			$	7.9			$	13.1
CMG				—				5.7				5.7				—				(1.2	)			(1.2	)			4.5
Corporate				—				(4.3	)			(4.3	)			—				(5.4	)			(5.4	)			(9.7	)
	Total		$	—			$	6.6			$	6.6			$	—			$	1.3			$	1.3			$	7.9

	Lease termination and other exit costs

	2003 Program

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	2001 Program

	Adjustments to Estimates

	Severance and termination costs

	2003 Program

	2001 Program

	Adjustments to Estimates

40

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	Long-Lived Asset Impairment and Other Charges

			For the Years Ended December 31,
			2003																2002
			IAN				CMG				Motorsports				Total				IAN				Motorsports				Total
			(Restated)																(Restated)
Goodwill impairment			$	0.4			$	218.0			$	—			$	218.4			$	2.9			$	82.1			$	85.0
Fixed asset impairment				2.3				—				63.8				66.1				—				33.0				33.0
Other				9.1				0.4				—				9.5				—				12.0				12.0
	Total		$	11.8			$	218.4			$	63.8			$	294.0			$	2.9			$	127.1			$	130.0

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			For the Years Ended
			December 31,
			2003				2002				$ Change				% Change
			(Restated)				(Restated)
Interest expense			$	(207.0	)		$	(158.7	)		$	(48.3	)			30.4	%
Debt prepayment penalty				(24.8	)			—				(24.8	)			—
Interest income				39.3				30.6				8.7				28.4	%
Investment impairments				(71.5	)			(40.3	)			(31.2	)			77.4	%
Litigation charges				(127.6	)			—				(127.6	)			—
Other income				50.3				8.3				42.0				506.0	%
	Total		$	(341.3	)		$	(160.1	)		$	(181.2	)			113.2	%

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		For the Years Ended
		December 31,
		2003				2002
		(Restated)				(Restated)
Provision for income taxes		$	242.7			$	106.4
Effective tax rate			65.1%				91.9%

		For the Years Ended
		December 31,
		2003				2002
		(Restated)				(Restated)
Income applicable to minority interests		$	(27.0	)		$	(30.0	)
Equity in net income of unconsolidated affiliates, net of tax		$	2.4			$	5.9

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		For the Years Ended
		December 31,
		2003				2002				$ Change				% Change
		(Restated)				(Restated)
Loss from continuing operations		$	(640.1	)		$	(14.8	)		$	(625.3	)			4225.0	%
Income from discontinued operations net of taxes of $8.3 and $22.4, respectively			101.0				31.5				69.5				220.6	%
Net income (loss) applicable to common stockholders		$	(539.1	)		$	16.7			$	(555.8	)			(3328.1	)%

	Loss from Continuing Operations

	Income from Discontinued Operations

			For the Years Ended
			December 31,
			2003				2002				$ Change				% Change
			(Restated)				(Restated)
Revenue:
IAN			$	5,140.5			$	4,994.7			$	145.8				2.9	%
CMG				942.4				970.8				(28.4	)			(2.9	)%
Motorsports				78.8				93.6				(14.8	)			(15.8	)%
	Consolidated revenue		$	6,161.7			$	6,059.1			$	102.6				1.7	%

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		For the Years Ended
		December 31,
		2003				2002				$ Change				% Change
		(Restated)				(Restated)
Segment operating income (loss):
IAN		$	551.9			$	550.7			$	1.2				(0.2	)%
CMG			55.7				47.5				8.2				17.3	%
Motorsports			(43.5	)			(82.2	)			38.7				(47.1	)%
Corporate and other			(128.7	)			(102.3	)			(26.4	)			25.8	%

		For the Years Ended December 31,
		2003 (Restated)																				2002 (Restated)
		IAN				CMG				Motorsports				Corporate				Total				IAN				CMG				Motorsports				Corporate				Total
Reconciliation to segment operating income:
Consolidated operating income (loss)		$	401.7			$	(197.2	)		$	(107.7	)		$	(128.3	)		$	(31.5	)		$	534.7			$	43.0			$	(209.3	)		$	(92.6	)		$	275.8
Adjustments:
Restructuring charges			(138.4	)			(34.5	)			(0.4	)			0.4				(172.9	)			(13.1	)			(4.5	)			—				9.7				(7.9	)
Long lived asset impairment and other charges:			(11.8	)			(218.4	)			(63.8	)			—				(294.0	)			(2.9	)			—				(127.1	)			—				(130.0	)
Segment operating income (loss)		$	551.9			$	55.7			$	(43.5	)		$	(128.7	)						$	550.7			$	47.5			$	(82.2	)		$	(102.3	)

											Domestic												International
			Total
																			% of												% of
			$				% Change				$				% Change				Total				$				% Change				Total
2002 (Restated)			$	4,994.7							$	2,857.1								57.2	%		$	2,137.6								42.8	%
Foreign currency changes				244.6				4.9	%			—				0.0	%							244.6				11.4	%
Net acquisitions/divestitures				9.9				0.2	%			9.6				0.3	%							0.3				0.0	%
Organic				(108.7	)			(2.2	)%			(2.3	)			(0.1	)%							(106.4	)			(5.0	)%
	Total change			145.8				2.9	%			7.3				0.3	%							138.5				6.5	%
2003 (Restated)			$	5,140.5							$	2,864.4								55.7	%		$	2,276.1								44.3	%

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		For the Years Ended
		December 31,
		2003				2002				$ Change				% Change
		(Restated)				(Restated)
Segment operating income		$	551.9			$	550.7			$	1.2				0.2	%
Operating margin			10.7	%			11.1	%

		Total								Domestic												International
		$%				Change				$				% Change				% of Total				$				% Change				% of Total
2002 (Restated)		$	970.8							$	620.1								63.9	%		$	350.7								36.1	%
Foreign currency changes			38.6				4.0	%			—				—								38.6				11.0	%
Net acquisitions/ divestitures			(1.8	)			(0.2	)%			(0.2	)			0.0	%							(1.6	)			(0.5	)%
Organic			(65.2	)			(6.7	)%			(26.7	)			(4.3	)%							(38.5	)			(11.0	)%
Total change			(28.4	)			(2.9	)%			(26.9	)			(4.3	)%							(1.5	)			(0.4	)%
2003 (Restated)		$	942.4							$	593.2								62.9	%		$	349.2								37.1	%

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		For the Years Ended
		December 31,
		2003				2002				$ Change				% Change
		(Restated)				(Restated)
Segment operating income		$	55.7			$	47.5			$	8.2				17.2%
Operating margin			5.9	%			4.9	%

		For the Years Ended
		December 31,
										$
		2003				2002				Change				% Change
		(Restated)				(Restated)
Salaries, benefits and related expenses		$	129.0			$	131.1			$	(2.1	)			1.6	%
Professional fees			49.8				28.5				21.3				74.7	%
Rent and depreciation			30.5				26.5				4.0				15.1	%
Corporate insurance			26.5				12.5				14.0				112.0	%
Bank fees			1.6				3.7				(2.1	)			(56.8	)%
Other			9.3				17.7				(8.4	)			(47.5	)%
Expenses allocated to segments			(118.1	)			(117.7	)			(0.4	)			0.3	%
Total corporate and other		$	128.6			$	102.3			$	26.3				25.7	%

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			December 31,
			2004				2003
1.80% Convertible Subordinated Notes due 2004 (less unamortized discount of $5.9)			$	—			$	244.1
1.87% Convertible Subordinated Notes due 2006 (less unamortized discount of $23.5)				—				337.5
7.875% Senior Unsecured Notes due 2005				255.0				522.1
7.25% Senior Unsecured Notes due 2011				500.0				500.0
5.40% Senior Unsecured Notes due 2009 (less unamortized discount of $0.3)				249.7				—
6.25% Senior Unsecured Notes due 2014 (less unamortized discount of $1.0)				347.3				—
4.50% Convertible Senior Notes due 2023				800.0				800.0
Other notes payable and capitalized leases — at interest rates from 4.5% to 22.23%				42.1				42.1
	Total long-term debt			2,194.1				2,445.8
Less: current portion				258.1				247.1
Long-term debt, excluding current portion			$	1,936.0			$	2,198.7

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2005			$	258.1
2006				3.9
2007				2.1
2008				1.6
2009				250.5
Thereafter				1,677.9
	Total long-term debt		$	2,194.1

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			December 31,
			2004												2003
			Total				Amount				Total				Total				Amount				Total
			Facility				Outstanding				Available				Facility				Outstanding				Available
Committed
	364-Day Revolving Credit Facility		$	250.0			$	—			$	250.0			$	500.0			$	—			$	339.9	**
	Three-Year Revolving Credit Facility			450.0				—				284.6	*			—				—				—
	Five-Year Revolving Credit Facility			—				—				—				375.0				—				375.0
	Other Facilities			0.8				—				0.8				0.8				—				0.8
			$	700.8			$	—			$	535.4			$	875.8			$	—			$	715.7
Uncommitted
	International		$	738.1			$	67.8			$	670.3			$	744.8			$	69.8			$	675.0

	*	Amount available is reduced by $165.4 of letters of credit issued under the Three-Year Revolving Credit Facility at December 31, 2004.

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**	Amount available is reduced by $160.1 of letters of credit issued under the 364-Day Revolving Credit Facility at December 31, 2003.

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

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	Credit Agency Ratings

December 31,

2004

2003

Senior

Senior

Unsecured

Subordinated*

Outlook

Unsecured

Subordinated

Outlook

Moody’s

Baa3

—

Stable

Baa3

Ba1

Credit watch Negative

Standard & Poor’s

BB+

—

Credit watch Negative

BB+

BB-

Stable

Fitch

BB+

—

Stable

BB+

BB-

Stable

*	As of December 31, 2004, we had no Subordinated debt outstanding.

	Convertible Preferred Stock

	Payment of Dividends

	CONTRACTUAL OBLIGATIONS

		2005				2006				2007				2008				2009				Thereafter				Total
Long-term debt		$	258.1			$	3.9			$	2.1			$	1.6			$	250.5			$	1,677.9			$	2,194.1
Interest payments		$	133.0			$	125.5			$	125.5			$	121.0			$	107.7			$	667.9			$	1,280.6
Non-cancelable operating lease obligations		$	269.9			$	243.5			$	212.9			$	186.5			$	155.5			$	828.4			$	1,896.7

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			2005				2006				2007				2008				2009				Thereafter				Total
Deferred Acquisition Payments
	Cash		$	48.0			$	5.7			$	2.1			$	0.9			$	4.3			$	—			$	61.0
	Stock			12.4				5.4				—				—				—				—				17.8
Put Options with Consolidated Affiliates*
	Cash			30.2				1.8				9.5				3.4				3.0				7.3				55.2
	Stock			0.1				0.1				—				—				—				—				0.2
Put Options with Unconsolidated Affiliates*
	Cash			5.4				3.4				3.9				3.0				2.2				1.4				19.3
	Stock			0.8				0.9				—				0.9				—				0.3				2.9
Call Options with Consolidated Affiliates*
	Cash			4.2				1.1				—				—				—				4.8				10.1
	Stock			—				0.5				—				—				—				—				0.5
	Subtotal — Cash		$	87.8			$	12.0			$	15.5			$	7.3			$	9.5			$	13.5			$	145.6
	Subtotal — Stock		$	13.3			$	6.9			$	—			$	0.9			$	—			$	0.3			$	21.4
	Total Contingent Acquisition Payments		$	101.1			$	18.9			$	15.5			$	8.2			$	9.5			$	13.8			$	167.0

Compensation Expense — Related Payments
	Cash		$	34.1			$	4.9			$	2.1			$	1.4			$	—			$	1.3			$	43.8
	Stock		$	1.8			$	0.2			$	—			$	—			$	—			$	—			$	2.0
	Subtotal		$	35.9			$	5.1			$	2.1			$	1.4			$	—			$	1.3			$	45.8
Total Payments			$	137.0			$	24.0			$	17.6			$	9.6			$	9.5			$	15.1			$	212.8

*	We have entered into certain acquisitions that contain both put and call options with similar terms and conditions. In such instances, we have included the related estimated contingent acquisition obligations with Put Options.

	DERIVATIVES AND HEDGING ACTIVITIES

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	INTERNAL CONTROL OVER FINANCIAL REPORTING

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	RESTATEMENT

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			For the Years Ended December 31,
			Impact of Adjustments on Revenue
			2003				2002				2001				2000
As previously reported			$	5,863.4			$	5,737.5			$	6,352.7			$	6,728.5
	Revenue Recognition Related to Vendor Discounts or Credits			(50.6	)			(40.2	)			(42.8	)			(25.9	)
	Revenue Recognition related to Customer Contracts			(18.7	)			(8.6	)			(3.6	)			(6.8	)
	Revenue Presentation			355.6				358.5				340.2				264.3
	Pre-Acquisition Earnings			—				(2.5	)			(4.2	)			(42.2	)
	Internal Investigations			(7.2	)			(6.1	)			(2.9	)			(4.6	)
	Other Adjustments			19.2				20.5				(40.9	)			(41.1	)
Total Adjustments				298.3				321.6				245.8				143.7
As restated			$	6,161.7			$	6,059.1			$	6,598.5			$	6,872.2

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			Impact of Adjustments on Net Income (Loss) from Continuing Operations and Earnings per Share
			For the Year Ended December 31, 2003												For the Year Ended December 31, 2002
							Basic Earnings												Basic Earnings
							(Loss) Per				Diluted Earnings								(Loss) Per				Diluted Earnings
							Share of				(Loss) Per								Share of				(Loss) Per
			Net Income				Common				Share of				Net Income				Common				Share of
			(Loss)				Stock				Common Stock				(Loss)				Stock				Common Stock
As previously reported			$	(552.9	)		$	(1.43	)		$	(1.43	)		$	68.0			$	0.18			$	0.18
	Revenue Recognition Related to Vendor Discounts or Credits			(45.4	)			(0.12	)			(0.12	)			(32.9	)			(0.09	)			(0.09	)
	Revenue Recognition Related to Customer Contracts			(15.8	)			(0.04	)			(0.04	)			(4.5	)			(0.01	)			(0.01	)
	Future Obligations Related to Prior Acquisitions			(24.2	)			(0.06	)			(0.06	)			(13.8	)			(0.04	)			(0.04	)
	Pre-Acquisition Earnings			—				—				—				(0.7	)			—				—
	Internal Investigations			(18.6	)			(0.05	)			(0.05	)			(14.4	)			(0.04	)			(0.04	)
	International Compensation Arrangements			(8.8	)			(0.02	)			(0.02	)			(8.5	)			(0.02	)			(0.02	)
	Accounting for Leases			(2.5	)			(0.01	)			(0.01	)			(0.3	)			—				—
	Other Adjustments			28.1				0.07				0.07				(7.7	)			(0.02	)			(0.02	)
Total Restatement Adjustments				(87.2	)			(0.23	)			(0.23	)			(82.8	)			(0.22	)			(0.22	)
As restated			$	(640.1	)		$	(1.66	)		$	(1.66	)		$	(14.8	)		$	(0.04	)		$	(0.04	)
	Weighted-average shares:							385.5				385.5								376.1				376.1

			Impact of Adjustments on Net Income (Loss) from Continuing Operations and Earnings per Share
			For the Year Ended December 31, 2001												For the Year Ended December 31, 2000
							Basic Earnings				Diluted								Basic Earnings
							(Loss) Per				Earnings								(Loss) Per				Diluted Earnings
							Share of				(Loss) Per								Share of				(Loss) Per
			Net Income				Common				Share of				Net Income				Common				Share of
			(Loss)				Stock				Common Stock				(Loss)				Stock				Common Stock
As previously reported			$	(550.1	)		$	(1.49	)		$	(1.49	)		$	386.4			$	1.07			$	1.04
	Revenue Recognition Related to Vendor Discounts or Credits			(35.7	)			(0.10	)			(0.10	)			(19.6	)			(0.05	)			(0.05	)
	Revenue Recognition Related to Customer Contracts			(2.4	)			(0.01	)			(0.01	)			(4.3	)			(0.01	)			(0.01	)
	Future Obligations Related to Prior Acquisitions			(14.0	)			(0.04	)			(0.04	)			(10.1	)			(0.03	)			(0.03	)
	Pre-Acquisition Earnings			2.8				0.01				0.01				(5.1	)			(0.01	)			(0.01	)
	Internal Investigations			(10.9	)			(0.03	)			(0.03	)			(3.7	)			(0.01	)			(0.01	)
	International Compensation Arrangements			(4.4	)			(0.01	)			(0.01	)			(4.6	)			(0.01	)			(0.01	)
	Accounting for Leases			(2.9	)			(0.01	)			(0.01	)			(7.0	)			(0.02	)			(0.02	)
	Other Adjustments			(8.3	)			(0.02	)			(0.02	)			(8.1	)			(0.02	)			(0.02	)
Total Restatement Adjustments*				(75.8	)			(0.21	)			(0.21	)			(62.5	)			(0.17	)			(0.17	)
As restated			$	(625.9	)		$	(1.70	)		$	(1.70	)		$	323.9			$	0.90			$	0.87
	Weighted-average shares							369.0				369.0								359.6				370.5

*	Earnings (loss) per share does not add due to rounding.

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			Impact of Adjustments on Consolidated Balance Sheet Accounts
			As of December 31, 2003												As of December 31, 2002
			Total				Total				Stockholders’				Total				Total				Stockholders’
			Assets				Liabilities				Equity				Assets				Liabilities				Equity
As previously reported			$	12,234.5			$	9,628.6			$	2,605.9			$	11,793.7			$	9,693.7			$	2,100.0
	Revenue Recognition Related to Vendor Discounts or Credits			36.3				198.5				(162.2	)			26.8				130.8				(104.0	)
	Revenue Recognition Related to Customer Contracts			33.7				122.8				(89.1	)			37.5				101.1				(63.6	)
	Future Obligations Related to Prior Acquisitions			(2.3	)			64.2				(66.5	)			(5.0	)			37.2				(42.2	)
	Pre-Acquisition Earnings			(33.3	)			(2.6	)			(30.7	)			(32.9	)			(2.6	)			(30.3	)
	Internal Investigations			9.2				61.5				(52.3	)			(3.4	)			27.7				(31.1	)
	International Compensation Arrangements			2.8				29.2				(26.4	)			2.1				19.6				(17.5	)
	Accounting for Leases			38.8				67.5				(28.7	)			38.3				61.7				(23.4	)
	Other Adjustments			126.2				157.4				(31.2	)			47.9				113.2				(65.3	)
Total Adjustments				211.4				698.5				(487.1	)			111.3				488.7				(377.4	)
As restated			$	12,445.9			$	10,327.1			$	2,118.8			$	11,905.0			$	10,182.4			$	1,722.6

			Impact of Adjustments on Consolidated Balance Sheet Accounts
			As of December 31, 2001												As of December 31, 2000
			Total				Total				Stockholders’				Total				Total				Stockholders’
			Assets				Liabilities				Equity				Assets				Liabilities				Equity
As previously reported			$	11,375.3			$	9,535.2			$	1,840.1			$	12,253.6			$	9,883.3			$	2,370.3
	Revenue Recognition Related to Vendor Discounts or Credits			19.8				85.8				(66.0	)			11.0				42.3				(31.3	)
	Revenue Recognition Related to Customer Contracts			32.6				86.3				(53.7	)			30.7				82.6				(51.9	)
	Future Obligations Related to Prior Acquisitions			(0.6	)			28.2				(28.8	)			(0.5	)			14.5				(15.0	)
	Pre-Acquisition Earnings			(32.3	)			(2.6	)			(29.7	)			(36.0	)			(2.7	)			(33.3	)
	Internal Investigations			(1.4	)			14.0				(15.4	)			0.6				5.4				(4.8	)
	International Compensation Arrangements			1.2				10.2				(9.0	)			0.3				5.0				(4.7	)
	Accounting for Leases			46.1				67.6				(21.5	)			37.9				57.4				(19.5	)
	Other Adjustments			(0.4	)			36.0				(36.4	)			(20.0	)			9.8				(29.8	)
Total Adjustments				65.0				325.5				(260.5	)			24.0				214.3				(190.3	)
As restated			$	11,440.3			$	9,860.7			$	1,579.6			$	12,277.6			$	10,097.6			$	2,180.0

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			Impact of
			Adjustments on
			Retained Earnings
As previously reported at December 31, 1999			$	1,320.4
	Revenue Recognition Related to Vendor Discounts or Credits			(12.7	)
	Revenue Recognition Related to Customer Contracts			(47.7	)
	Future Obligations Related to Prior Acquisitions			(5.2	)
	Pre-Acquisition Earnings			(31.8	)
	Internal Investigations			(1.1	)
	Accounting for Leases			(13.3	)
	Other Adjustments			(25.9	)
Total Restatement Adjustments				(137.7	)
As restated at January 1, 2000			$	1,182.7

	Description of Restatement Adjustments:

	Revenue Recognition

	Revenue Recognition related to Vendor Discounts or Credits:

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Revenue Recognition Related to Vendor Discounts or Credits			Impact of Restatement
Increase (Decrease) for the Years Ended and as of December 31,			2003				2002				2001				2000
Consolidated Statement of Operations:
	Revenue			(50.6	)			(40.2	)			(42.8	)			(25.9	)
	Operating Income (Loss)			(53.3	)			(41.4	)			(48.8	)			(26.7	)
	Provision for Income Taxes			(7.9	)			(8.5	)			(13.0	)			(7.1	)
	Income (Loss) from Continuing Operations			(45.4	)			(32.9	)			(35.7	)			(19.6	)
Consolidated Balance Sheet:
	Total Assets			9.6				7.0				8.7				7.0
	Total Liabilities			67.7				45.0				43.4				25.6

	Revenue Recognition related to Customer Contracts:

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Revenue Recognition Related to Customer Contracts			Impact of Restatement
Increase (Decrease) for the Years Ended and as of December 31,			2003				2002				2001				2000
Consolidated Statement of Operations:
	Revenue			(18.7	)			(8.6	)			(3.6	)			(6.8	)
	Operating Income (Loss)			(17.2	)			(6.7	)			(3.6	)			(6.8	)
	Provision for Income Taxes			(1.4	)			(2.1	)			(1.3	)			(2.5	)
	Income (Loss) from Continuing Operations			(15.8	)			(4.5	)			(2.4	)			(4.3	)
Consolidated Balance Sheet:
	Total Assets			(3.9	)			4.9				1.9				3.4
	Total Liabilities			21.6				14.8				3.7				7.6

	Accounting for Reimbursement of Out-of-Pocket Expenses:

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	Gross versus Net Revenue Presentation:

Revenue Presentation			Impact of Restatement
Increase (Decrease) for the Years Ended and as of December 31,			2003				2002				2001				2000
Consolidated Statement of Operations:
	Revenue			355.6				358.5				340.2				264.3
	Operating Income (Loss)			—				—				—				—
	Provision for Income Taxes			—				—				—				—
	Income (Loss) from Continuing Operations			—				—				—				—

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Future Obligations Related to Prior Acquisitions			Impact of Restatement
Increase (Decrease) for the Years Ended and as of December 31,			2003				2002				2001				2000
Consolidated Statement of Operations:
	Revenue			—				—				—				—
	Operating Income (Loss)			(23.6	)			(13.8	)			(14.0	)			(10.1	)
	Provision for Income Taxes			—				—				—				—
	Income (Loss) from Continuing Operations			(24.2	)			(13.8	)			(14.0	)			(10.1	)
Consolidated Balance Sheet:
	Total Assets			2.8				(4.5	)			(0.1	)			(0.0	)
	Total Liabilities			27.0				8.9				13.7				9.8

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Pre-Acquisition Earnings			Impact of Restatement
Increase (Decrease) for the Years Ended and as of December 31,			2003				2002				2001				2000
Consolidated Statement of Operations:
	Revenue			—				(2.5	)			(4.2	)			(42.2	)
	Operating Income (Loss)			—				(1.2	)			1.5				(9.9	)
	Provision for Income Taxes			—				(0.1	)			(0.6	)			(4.6	)
	Income (Loss) from Continuing Operations			—				(0.7	)			2.8				(5.1	)
Consolidated Balance Sheet:
	Total Assets			(0.4	)			(0.5	)			3.7				(1.5	)
	Total Liabilities			(0.0	)			0.1				0.1				0.0

	Internal Investigations

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Internal Investigations			Impact of Restatement
Increase (Decrease) for the Years Ended and as of December 31,			2003				2002				2001				2000
Consolidated Statement of Operations:
	Revenue			(7.2	)			(6.1	)			(2.9	)			(4.6	)
	Operating Income (Loss)			(17.3	)			(12.7	)			(10.3	)			(4.0	)
	Provision for Income Taxes			1.2				1.9				0.7				(0.3	)
	Income (Loss) from Continuing Operations			(18.6	)			(14.4	)			(10.9	)			(3.7	)
Consolidated Balance Sheet:
	Total Assets			12.6				(2.1	)			(1.9	)			0.5
	Total Liabilities			33.8				13.7				8.6				4.3

	•	We have recorded adjustments with a cumulative impact on income for the years 2000 through 2004 of $31.8 including taxes, penalties and interest of $10.0 relating to errors we identified at our McCann agency in Turkey. These errors are attributable primarily to the retention of vendor discounts that should have been remitted to clients, the improper valuation of a previously acquired business and over-billing clients for payments to vendors. Our information to date indicates that these activities involved misconduct by local senior management. When the investigation is concluded, we will determine the appropriate personnel actions, which could include terminations of local senior management.
	•	We have recorded adjustments with a cumulative impact on income for the years 2000 through 2004 of $14.5 relating to errors identified at our FCB agency in Turkey. These errors were attributable primarily to inappropriate charges to customers and evasion of local taxes. Our information to date indicates that these activities involved misconduct by local senior management. When the investigation is concluded, we will determine the appropriate personnel actions, which could include terminations of local senior management.
	•	We have recorded adjustments with a cumulative impact on income for the years 2000 through 2004 of $10.8 relating to errors we identified at Media First in New York City. These errors are attributable primarily to inadequate recordkeeping but also included payment of certain employee salaries through accounts payable and without appropriate tax withholdings. The errors resulted in

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		increased earn-out payments. Some management personnel at the agency involved in this activity have been terminated.
	•	We have recorded adjustments with a cumulative impact on income for the years 2000 to 2004 of $10.5 relating to errors we identified at our FCB agency in Spain. These errors are attributable to the use of companies that were formed to account for the production and media volume discounts received from production suppliers on a separate set of books and records. As a result, discounts and rebates to which clients may have been entitled under local law were concealed to prevent detection in the event of a client audit. In addition, compensation was paid to an agency executive’s personal service company out of these companies without proper withholding for income taxes. At the same location, we have also recorded adjustments with a cumulative impact of $4.2. These errors are attributable to the inappropriate recognition of certain discounts and benefits that should have been remitted to clients. We plan to divest our interest in FCB Spain and sign an affiliation agreement with the management there with an appropriate control structure to assure future business is properly conducted.
	•	We have recorded adjustments with a cumulative impact on income for the years 2000 through 2004 of $12.7 relating to errors we identified at our McCann agency in Greece. These errors are attributable primarily to retention of vendor discounts in excess of the level permitted under Greek law and the purchase of prepaid media on a speculative basis without the appropriate client commitment. In addition, we identified inappropriate related-party transactions and evidence of improper gifts. The senior officer and other management personnel at the agency have been terminated and parts of the agency’s business have been divested.
	•	We have recorded adjustments with a cumulative impact on income for the years 2000 through 2004 of approximately $7.2 relating to errors we identified at our McCann agency in the Netherlands. These errors are attributable to the recognition as revenue of certain discounts and benefits that should have been returned to clients or vendors. We have terminated and/or replaced local financial and operating management.
	•	We have recorded adjustments with a cumulative impact on income for the years 2000 through 2004 of $8.6 relating to errors identified at five McCann agencies in Azerbaijan, Ukraine, Uzbekistan, Bulgaria and Kazakhstan. These errors were attributable to failure to record and pay compensation-related taxes, value added taxes and corporate income taxes, and to inadequate record keeping. Management in these jurisdictions paid certain employees as contractors, often in cash, without accounting for the payments. In three of these countries, income and expenses were recorded by a service company located outside these jurisdictions to avoid corporate tax or value added tax. We have sold or are in the process of selling all of these entities. In the case of the Ukraine, we plan on signing an affiliation agreement with the management there with appropriate controls in place to assure our business is properly conducted.

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	Review of International Compensation Arrangements

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International Compensation Arrangements			Impact of Restatement
Increase (Decrease) for the Years Ended and as of December 31,			2003				2002				2001				2000
Consolidated Statement of Operations:
	Revenue			—				—				—				—
	Operating Income (Loss)			(9.6	)			(9.4	)			(5.2	)			(5.0	)
	Provision for Income Taxes			(0.7	)			(0.9	)			(0.8	)			(0.4	)
	Income (Loss) from Continuing Operations			(8.8	)			(8.5	)			(4.4	)			(4.6	)
Consolidated Balance Sheet:
	Total Assets			0.7				0.9				0.8				0.4
	Total Liabilities			9.6				9.4				5.2				5.0

	Accounting for Lease Related Expenses

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Accounting for Leases			Impact of Restatement
Increase (Decrease) for the Years Ended and as of December 31,			2003				2002				2001				2000
Consolidated Statement of Operations:
	Revenue			—				—				—				—
	Operating Income (Loss)			(0.6	)			0.2				(4.0	)			(10.9	)
	Provision for Income Taxes			1.6				0.2				(1.4	)			(4.0	)
	Income (Loss) from Continuing Operations			(2.5	)			(0.3	)			(2.9	)			(7.0	)
Consolidated Balance Sheet:
	Total Assets			0.5				(7.8	)			8.3				10.0
	Total Liabilities			5.9				(5.9	)			10.1				16.3

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Other Adjustments			Impact of Restatement
Increase (Decrease) for the Years Ended and as of December 31,			2003				2002				2001				2000
Consolidated Statement of Operations:
	Revenue		$	19.2			$	20.5			$	(40.9	)		$	(41.2	)
	Operating Income (Loss)			38.2				1.8				(13.6	)			(21.7	)
	Provision for Income Taxes			(3.9	)			(2.1	)			(6.3	)			(6.6	)
	Income (Loss) from Continuing Operations		$	28.1			$	(7.7	)		$	(8.3	)		$	(8.1	)
Consolidated Balance Sheet:
	Total Assets		$	78.3			$	48.3			$	19.6			$	(26.8	)
	Total Liabilities		$	44.2			$	77.2			$	26.2			$	(22.9	)

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			Year Ended December 31, 2003
			As Previously				Effect of				As
			Reported				Restatement				Restated
REVENUE			$	5,863.4			$	298.3			$	6,161.7
OPERATING EXPENSES:
	Salaries and related expenses			3,451.8				48.8				3,500.6
	Office and general expenses			1,896.9				328.8				2,225.7
	Restructuring charges			175.6				(2.7	)			172.9
	Long-lived asset impairment and other charges			286.9				7.1				294.0
Total operating expenses				5,811.2				382.0				6,193.2
OPERATING INCOME (LOSS)				52.2				(83.7	)			(31.5	)
EXPENSE AND OTHER INCOME:
	Interest expense			(172.8	)			(34.2	)			(207.0	)
	Debt prepayment penalty			(24.8	)			—				(24.8	)
	Interest income			38.9				0.4				39.3
	Investment impairments			(84.9	)			13.4				(71.5	)
	Litigation charges			(127.6	)			—				(127.6	)
	Other income			50.0				0.3				50.3
Total expense and other income				(321.2	)			(20.1	)			(341.3	)
Loss from continuing operations before provision for income taxes				(269.0	)			(103.8	)			(372.8	)
	Provision for income taxes			254.0				(11.3	)			242.7
Loss from continuing operations of consolidated companies				(523.0	)			(92.5	)			(615.5	)
	Income applicable to minority interests (net of tax)			(30.9	)			3.9				(27.0	)
	Equity in net income of unconsolidated affiliates (net of tax)			1.0				1.4				2.4
Loss from continuing operations				(552.9	)			(87.2	)			(640.1	)
Income from discontinued operations (net of tax)				101.2				(0.2	)			101.0
LOSS APPLICABLE TO COMMON STOCKHOLDERS			$	(451.7	)		$	(87.4	)		$	(539.1	)
Earnings (loss) per share of common stock:
Basic:
	Continuing operations		$	(1.43	)		$	(0.23	)		$	(1.66	)
	Discontinued operations			0.26				—				0.26
			$	(1.17	)		$	(0.23	)		$	(1.40	)
Diluted:
	Continuing operations		$	(1.43	)		$	(0.23	)		$	(1.66	)
	Discontinued operations			0.26				—				0.26
Total			$	(1.17	)		$	(0.23	)		$	(1.40	)
Weighted-average shares:
	Basic			385.5				—				385.5
	Diluted			385.5				—				385.5

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			Year Ended December 31, 2002
			As Previously				Effect of				As
			Reported				Restatement				Restated
REVENUE			$	5,737.5			$	321.6			$	6,059.1
OPERATING EXPENSES:
	Salaries and related expenses			3,350.0				46.7				3,396.7
	Office and general expenses			1,889.3				359.4				2,248.7
	Restructuring charges			12.1				(4.2	)			7.9
	Long-lived asset impairment and other charges			127.1				2.9				130.0
Total operating expenses				5,378.5				404.8				5,783.3
OPERATING INCOME				359.0				(83.2	)			275.8
EXPENSE AND OTHER INCOME:
	Interest expense			(145.6	)			(13.1	)			(158.7	)
	Interest income			29.8				0.8				30.6
	Investment impairments			(39.7	)			(0.6	)			(40.3	)
	Other income			7.9				0.4				8.3
Total expense and other income				(147.6	)			(12.5	)			(160.1	)
Income from continuing operations before provision for income taxes				211.4				(95.7	)			115.7
	Provision for income taxes			117.9				(11.5	)			106.4
Income from continuing operations of consolidated companies				93.5				(84.2	)			9.3
	Income applicable to minority interests (net of tax)			(30.5	)			0.5				(30.0	)
	Equity in net income of unconsolidated affiliates (net of tax)			5.0				0.9				5.9
Income (loss) from continuing operations				68.0				(82.8	)			(14.8	)
Income from discontinued operations (net of tax)				31.5								31.5
NET INCOME (LOSS) APPLICABLE TO COMMON STOCKHOLDERS			$	99.5			$	(82.8	)		$	16.7
Earnings (loss) per share of common stock:
Basic:
	Continuing operations		$	0.18			$	(0.22	)		$	(0.04	)
	Discontinued operations			0.08				—				0.08
Total			$	0.26			$	(0.22	)		$	0.04
Diluted:
	Continuing operations		$	0.18			$	(0.22	)		$	(0.04	)
	Discontinued operations			0.08				—				0.08
Total			$	0.26			$	(0.22	)		$	0.04
Weighted-average shares:
	Basic			376.1				—				376.1
	Diluted			381.3				(5.2	)			376.1

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			Year Ended December 31, 2001
			As Previously				Effect of				As
			Reported				Restatement				Restated
REVENUE			$	6,352.7			$	245.8			$	6,598.5
OPERATING EXPENSES:
	Salaries and related expenses			3,620.9				13.6				3,634.5
	Office and general expenses			2,060.7				337.8				2,398.5
	Restructuring charges			634.5				(5.0	)			629.5
	Long-lived asset impairment and other charges			303.1				(2.4	)			300.7
Total operating expenses				6,619.2				344.0				6,963.2
OPERATING INCOME				(266.5	)			(98.2	)			(364.7	)
EXPENSE AND OTHER INCOME:
	Interest expense			(164.6	)			(4.4	)			(169.0	)
	Interest income			41.8				(0.1	)			41.7
	Investment impairments			(210.8	)			(1.6	)			(212.4	)
	Other income			13.7				0.8				14.5
Total expense and other income				(319.9	)			(5.3	)			(325.2	)
Loss from continuing operations before provision for income taxes				(586.4	)			(103.5	)			(689.9	)
	Benefit for income taxes			(66.1	)			(22.0	)			(88.1	)
Loss from continuing operations of consolidated companies				(520.3	)			(81.5	)			(601.8	)
	Income applicable to minority interests (net of tax)			(29.4	)			2.1				(27.3	)
	Equity in net income of unconsolidated affiliates (net of tax)			(0.4	)			3.6				3.2
Loss from continuing operations				(550.1	)			(75.8	)			(625.9	)
Income from discontinued operations (net of tax)				15.6				(0.1	)			15.5
LOSS APPLICABLE TO COMMON STOCKHOLDERS			$	(534.5	)		($	75.9	)		$	(610.4	)
Earnings (loss) per share of common stock:
Basic:
	Continuing operations		$	(1.49	)		$	(0.21	)		$	(1.70	)
	Discontinued operations			0.04				—				0.04
Total*			$	(1.45	)		$	(0.20	)		$	(1.65	)
Diluted:
	Continuing operations		$	(1.49	)		$	(0.21	)		$	(1.70	)
	Discontinued operations			0.04				—				0.04
Total*			$	(1.45	)		$	(0.20	)		$	(1.65	)
Weighted-average shares:
	Basic			369.0				—				369.0
	Diluted			369.0				—				369.0

*	Earnings (loss) per share does not add due to rounding.

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			Year Ended December 31, 2000
			As Previously				Effect of				As
			Reported				Restatement				Restated
REVENUE			$	6,728.5			$	143.7			$	6,872.2
OPERATING EXPENSES:
	Salaries and related expenses			3,845.7				(14.9	)			3,830.8
	Office and general expenses			1,918.6				254.4				2,173.0
	Restructuring charges			159.1				(0.8	)			158.3
Total operating expenses				5,923.4				238.7				6,162.1
OPERATING INCOME				805.1				(95.0	)			710.1
EXPENSE AND OTHER INCOME:
	Interest expense			(126.3	)			(1.0	)			(127.3	)
	Interest income			57.5				(0.1	)			57.4
	Investment impairments			—				(3.9	)			(3.9	)
	Other income			42.6				2.7				45.3
Total expense and other income				(26.2	)			(2.3	)			(28.5	)
Income from continuing operations before provision for income taxes				778.9				(97.3	)			681.6
	Provision for income taxes			332.1				(26.2	)			305.9
Income from continuing operations of consolidated companies				446.8				(71.1	)			375.7
	Income applicable to minority interests (net of tax)			(42.2	)			3.7				(38.5	)
	Equity in loss of unconsolidated affiliates (net of tax)			(18.2	)			4.9				(13.3	)
Income from continuing operations				386.4				(62.5	)			323.9
Income from discontinued operations (net of tax)				6.4				—				6.4
NET INCOME APPLICABLE TO COMMON STOCKHOLDERS			$	392.8			$	(62.5	)		$	330.3
Earnings per share of common stock:
Basic:
	Continuing operations		$	1.07			$	(0.17	)		$	0.90
	Discontinued operations			0.02				—				0.02
Total			$	1.09			$	(0.17	)		$	0.92
Diluted:
	Continuing operations		$	1.04			$	(0.17	)		$	0.87
	Discontinued operations			0.02				—				0.02
Total			$	1.06			$	(0.17	)		$	0.89
Weighted-average shares:
	Basic			359.6				—				359.6
	Diluted			370.5				—				370.5

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			As of December 31, 2003
			As Previously				Effect of				As
			Reported				Restatement				Restated
ASSETS:
Cash and cash equivalents			$	2,005.7			$	(133.8	)		$	1,871.9
Short-term marketable securities				—				195.1				195.1
Accounts receivable, net of allowance of $134.1				4,632.4				17.9				4,650.3
Expenditures billable to clients				242.1				61.2				303.3
Deferred income taxes				201.7				78.0				279.7
Prepaid expenses and other current assets				267.8				(35.4	)			232.4
	Total current assets			7,349.7				183.0				7,532.7
Land, buildings and equipment, net				657.1				40.8				697.9
Deferred income taxes				344.5				33.8				378.3
Investments				248.6				(1.8	)			246.8
Goodwill				3,310.6				(42.7	)			3,267.9
Other intangible assets, net				42.0				1.0				43.0
Other assets				282.0				(2.7	)			279.3
	Total non-current assets			4,884.8				28.4				4,913.2
TOTAL ASSETS			$	12,234.5			$	211.4			$	12,445.9
LIABILITIES:
Accounts payable			$	5,299.2			$	315.5			$	5,614.7
Accrued liabilities				1,042.7				214.0				1,256.7
Short-term debt				282.6				34.3				316.9
	Total current liabilities			6,624.5				563.8				7,188.3
Long-term debt				2,191.7				7.0				2,198.7
Deferred compensation and employee benefits				539.8				8.8				548.6
Other non-current liabilities				202.6				124.1				326.7
Minority interests in consolidated subsidiaries				70.0				(5.2	)			64.8
	Total non-current liabilities			3,004.1				134.7				3,138.8
TOTAL LIABILITIES				9,628.6				698.5				10,327.1
STOCKHOLDERS’ EQUITY:				2,605.9				(487.1	)			2,118.8
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY			$	12,234.5			$	211.4			$	12,445.9

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			As of December 31, 2002
			As Previously				Effect of				As
			Reported				Restatement				Restated
ASSETS:
Cash and cash equivalents			$	933.0			$	20.2			$	953.2
Short-term marketable securities				—				30.7				30.7
Accounts receivable, net of allowance of $139.8				4,517.6				92.5				4,610.1
Expenditures billable to clients				407.6				(19.9	)			387.7
Deferred income taxes				37.0				66.0				103.0
Prepaid expenses and other current assets				427.1				(37.5	)			389.6
	Total current assets			6,322.3				152.0				6,474.3
Land, buildings and equipment, net				825.7				25.4				851.1
Deferred income taxes				509.9				24.4				534.3
Investments				357.3				(30.8	)			326.5
Goodwill				3,377.1				(56.2	)			3,320.9
Other intangible assets, net				81.6				0.8				82.4
Other assets				319.8				(4.3	)			315.5
	Total non-current assets			5,471.4				(40.7	)			5,430.7
TOTAL ASSETS			$	11,793.7			$	111.3			$	11,905.0
LIABILITIES:
Accounts payable			$	5,125.5			$	245.3			$	5,370.8
Accrued liabilities				1,144.0				129.9				1,273.9
Short-term debt				820.3				21.6				841.9
	Total current liabilities			7,089.8				396.8				7,486.6
Long-term debt				1,817.7				4.5				1,822.2
Deferred compensation and employee benefits				526.1				8.8				534.9
Other non-current liabilities				189.7				81.0				270.7
Minority interests in consolidated subsidiaries				70.4				(2.4	)			68.0
	Total non-current liabilities			2,603.9				91.9				2,695.8
TOTAL LIABILITIES				9,693.7				488.7				10,182.4
STOCKHOLDERS’ EQUITY:				2,100.0				(377.4	)			1,722.6
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY			$	11,793.7			$	111.3			$	11,905.0

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			As of December 31, 2001
			As Previously				Effect of				As
			Reported				Restatement				Restated
ASSETS:
Cash and cash equivalents			$	935.2			$	2.9			$	938.1
Short-term marketable securities				—				21.2				21.2
Accounts receivable, net of allowance of $90.7				4,673.2				(20.1	)			4,653.1
Expenditures billable to clients				325.5				32.9				358.4
Deferred income taxes				80.0				56.0				136.0
Prepaid expenses and other current assets				337.6				(37.5	)			300.1
	Total current assets			6,351.5				55.4				6,406.9
Land, buildings and equipment, net				847.7				23.3				871.0
Deferred income taxes				495.0				19.0				514.0
Investments				302.8				31.8				334.6
Goodwill				2,994.3				(60.4	)			2,933.9
Other intangible assets, net of amortization				102.2				—				102.2
Other assets				281.8				(4.1	)			277.7
	Total non-current assets			5,023.8				9.6				5,033.4
TOTAL ASSETS			$	11,375.3			$	65.0			$	11,440.3
LIABILITIES:
Accounts payable			$	4,555.5			$	155.7			$	4,711.2
Accrued liabilities				1,445.9				90.6				1,536.5
Short-term debt				428.4				0.1				428.5
	Total current liabilities			6,429.8				246.4				6,676.2
Long-term debt				2,480.6				4.0				2,484.6
Deferred compensation and employee benefits				431.7				6.9				438.6
Other non-current liabilities				103.8				73.5				177.3
Minority interests in consolidated subsidiaries				89.3				(5.3	)			84.0
	Total non-current liabilities			3,105.4				79.1				3,184.5
TOTAL LIABILITIES				9,535.2				325.5				9,860.7
STOCKHOLDERS’ EQUITY:				1,840.1				(260.5	)			1,579.6
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY			$	11,375.3			$	65.0			$	11,440.3

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			As of December 31, 2000
			As Previously				Effect of				As
			Reported				Restatement				Restated
ASSETS:
Cash and cash equivalents			$	844.6			$	4.2			$	848.8
Short-term marketable securities				—				26.6				26.6
Accounts receivable, net of allowance of $84.1				5,643.5				(43.9	)			5,599.6
Expenditures billable to clients				436.7				36.5				473.2
Deferred income taxes				—				27.3				27.3
Prepaid expenses and other current assets				277.8				(42.8	)			235.0
	Total current assets			7,202.6				7.9				7,210.5
Land, buildings and equipment, net				825.0				20.6				845.6
Deferred income taxes				382.5				27.6				410.1
Investments				420.0				43.0				463.0
Goodwill				3,146.9				(150.9	)			2,996.0
Other intangible assets, net of amortization				—				87.8				87.8
Other assets				276.6				(12.0	)			264.6
	Total non-current assets			5,051.0				16.1				5,067.1
TOTAL ASSETS			$	12,253.6				24.0			$	12,277.6
LIABILITIES:
Accounts payable			$	5,781.6			$	119.9			$	5,901.5
Accrued liabilities				1,293.4				48.7				1,342.1
Short-term debt				549.3				(11.3	)			538.0
	Total current liabilities			7,624.3				157.3				7,781.6
Long-term debt				1,531.8				2.0				1,533.8
Deferred compensation and employee benefits				519.8				5.7				525.5
Other non-current liabilities				106.8				56.8				163.6
Minority interests in consolidated subsidiaries				100.6				(7.5	)			93.1
	Total non-current liabilities			2,259.0				57.0				2,316.0
TOTAL LIABILITIES				9,883.3				214.3				10,097.6
STOCKHOLDERS’ EQUITY:				2,370.3				(190.3	)			2,180.0
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY			$	12,253.6			$	24.0			$	12,277.6

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	Revenue Recognition

84

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	Allowance for Doubtful Accounts

	Income Taxes

85

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	Land, Buildings and Equipment

	Investments

86

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	Goodwill and Other Intangible Assets

87

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	Acquisitions

	Restructuring Reserves

	Pension and Postretirement Benefits

88

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	SEC Investigation

89

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Item 7A.	Quantitative and Qualitative Disclosures About Market Risk

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Item 8.	Financial Statements and Supplementary Data

		Page
Management’s Assessment on Internal Control Over Financial Reporting			92
Report of Independent Registered Public Accounting Firm			99
Consolidated Statements of Operations for the years ended December 31, 2004, 2003 and 2002			105
Consolidated Balance Sheets as of December 31, 2004 and 2003			106
Consolidated Statements of Cash Flows for the years ended December 31, 2004, 2003 and 2002			107
Consolidated Statements of Stockholders’ Equity and Comprehensive Income (Loss) for the years ended December 31, 2004, 2003 and 2002			108
Notes to Consolidated Financial Statements			110
Valuation and Qualifying Accounts for the years ended December 31, 2004, 2003 and 2002			205

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i.		client contracts, incentives and rebates;
ii.		write-offs of aged accounts receivable, expenditures billable to clients and amounts billable to clients;
iii.		fixed assets purchases, disposals, and leases;
iv.		accounts payable and accrued liabilities;
v.		payments made for employee compensation;
vi.		cash and cash equivalents, wire transfers, and foreign currency transactions;
vii.		arrangements with derivative instruments;
viii.		intercompany transactions;
ix.		purchase of equity of investments in unconsolidated entities; and
x.		purchase, disposal or write-off of intangible assets.

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	i. compare revenue recorded to amounts billed to clients;
	ii. identify contracts with potential client rebates;

	iii.	analyze collectibility of aged accounts receivable or expenditures billable to clients;

	iv. compare billable job costs to client cost estimates;
	v. review fixed asset records for under utilized, missing or fully depreciated assets;

	vi.	ensure that the underlying records support liabilities related to employee compensation, including an inventory of foreign employee pension plans, census data to calculate pension liabilities and changes made to benefit plans which impact the Company’s compliance with certain employment and tax regulations;

	vii. review intercompany balances for appropriate classification;
	viii. review foreign currency translation adjustments;
	ix. analyze accrued expenses and underlying equity of investments in unconsolidated entities;
	x. test intangible assets for impairments; or
	xi. review equity accounts for appropriate roll-forward.

	This deficiency resulted in a restatement of 2004 (first three interim periods) and 2003 interim consolidated financial statements, the 2003 and 2002 annual consolidated financial statements and audit adjustments to the 2004 annual consolidated financial statements and certain interim periods, which impacted substantially all accounts in the Company’s consolidated financial statements.

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	Meeting with management of our financial and operating units to ensure their understanding of the procedures to be followed and requirements to be met prior to executing required internal management certification letters to accompany the financial statements they submit. These meetings have been occurring and will continue.
	Requiring Interpublic Group Code of Conduct compliance certifications by all significant management of the Company and our agencies prior to the submission of the financial and operating unit’s

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	financial statements. This measure has already been implemented for our largest 400 entities (by revenue) and will continue to be implemented at other entities through 2005.
	Continuing a focused effort to establish controls to deter and detect fraud with significant oversight and input by our Board of Directors and Audit Committee, including, but not limited to, ensuring proper follow-up and resolution of whistleblowers’ assertions.
	Creating a centralized Project Management Office (“PMO”), charged with preparing management to report on our internal control over financial reporting by developing a centralized reporting process for our entities with respect to monitoring the documentation, testing and remediation associated with the assessment of internal control over financial reporting. The PMO, as well as the centralized reporting process, has been implemented.
	Implementing a new enterprise-wide resource-planning software system, currently anticipated to be implemented at select entities during the latter part of 2005 with continuing rollout through early 2007. This implementation will allow for more transparency in the reporting of our results of operations and will also allow for numerous controls to be automated as part of the system.
	Continuing the development throughout 2005 and 2006 of a shared service center program to consolidate various financial transactional functions to attain efficiencies and controls surrounding these activities.
	Reorganizing and restructuring our Corporate Controllers Group by hiring additional qualified personnel and revising the reporting structure. We are also continuing our assessment of the accounting departments at our agencies and, in some cases, have already either replaced personnel or hired additional resources. This assessment is expected to continue throughout 2005, while the remediation may extend into the first half of 2006 before our agencies are fully staffed to levels we consider appropriate.
	Instituting plans to modify the compensation structure of our top 300 managers to better align internal control environments with compensation, with approximately one-third of their bonuses to be based on improvements made to their respective internal control environments.
	With assistance from the Corporate Controllers Group and the Internal Control Group, we have conducted surprise audits of selected income statement items and balance sheet accounts at various financial and operating units to ensure accuracy of results.
	Updating and enhancing accounting and finance-related policies and procedures. The maintenance of policies is a constantly evolving process subject to continuous update, and in that regard, we have recently issued or in the process of updated policies with respect to revenue recognition, accounting for expenditures under real estate leases, and the processing of inter-company transactions among others.
	Establishing an ongoing program of continuing professional education for financial employees in various areas and disciplines, including revenue recognition and ethics.
	Establishing standard global manual documentation requirements at the local reporting levels for the assessment of processing and monitoring of inter-company transactions, appropriate revenue recognition and the proper recognition of expenditures under real estate leases.
	Establishing and continuing to improve ongoing analytical review procedures, at the local reporting levels as well as the consolidated level, as part of the monthly closing process and continuing the detailed monthly results analysis and meetings with all significant entities by the Corporate Controllers Group.
	Establishing revised quarterly reporting for tax accounts, update and enhance tax related policies and procedures, and increase tax training at regional and local levels. We also hired a team of professionals solely responsible for interacting with all levels of financial personnel in the agencies to ensure that the tax reporting information is being provided timely and accurately.

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	Engaging outside professional tax advisors to review local income tax returns of each subsidiary outside of the US prior to filing in order to ensure they are filed on a timely basis and are prepared in accordance with local law and regulations.
	Requiring written approval of a corporate committee consisting of senior representatives of the human resources, tax, legal and accounting functions for any non-traditional employment arrangement or payroll practice. In addition, all existing non-traditional employment arrangements must be reviewed by senior agency financial executives and a formal plan proposed to eliminate those arrangements which are not supportable under both local law and practice as well as our policies and procedures.

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99

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	i.      client contracts, incentives and rebates;

	ii.	write-offs of aged accounts receivable, expenditures billable to clients and amounts billable to clients;

	iii.      fixed assets purchases, disposals, and leases;
	iv.      accounts payable and accrued liabilities;
	v.      payments made for employee compensation;
	vi.      cash and cash equivalents, wire transfers, and foreign currency transactions;
	vii.      arrangements with derivative instruments;
	viii.      intercompany transactions;
	ix.      purchase of equity of investments in unconsolidated entities; and

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	x.      purchase, disposal or write-off of intangible assets.

101

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	i. compare revenue recorded to amounts billed to clients;
	ii. identify contracts with potential client rebates;

	iii.	analyze collectibility of aged accounts receivable or expenditures billable to clients;

	iv. compare billable job costs to client cost estimates;
	v. review fixed asset records for under utilized, missing or fully depreciated assets;

	vi.	ensure that the underlying records support liabilities related to employee compensation, including an inventory of foreign employee pension plans, census data to calculate pension liabilities and changes made to benefit plans which impact the Company’s compliance with certain employment and tax regulations;

	vii. review intercompany balances for appropriate classification;
	viii. review foreign currency translation adjustments;
	ix. analyze accrued expenses and underlying equity of investments in unconsolidated entities;
	x. test intangible assets for impairments; or
	xi. review equity accounts for appropriate roll-forward.

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103

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			Years Ended December 31,
			2004				2003				2002
							(Restated)				(Restated)
REVENUE			$	6,387.0			$	6,161.7			$	6,059.1
OPERATING EXPENSES:
	Salaries and related expenses			3,733.5				3,500.6				3,396.7
	Office and general expenses			2,249.8				2,225.7				2,248.7
	Restructuring charges			62.2				172.9				7.9
	Long-lived asset impairment and other charges			322.2				294.0				130.0
	Motorsports contract termination costs			113.6				—				—
Total operating expenses				6,481.3				6,193.2				5,783.3
OPERATING INCOME (LOSS)				(94.3	)			(31.5	)			275.8
EXPENSE AND OTHER INCOME:
	Interest expense			(172.0	)			(207.0	)			(158.7	)
	Debt prepayment penalty			(9.8	)			(24.8	)			—
	Interest income			50.7				39.3				30.6
	Investment impairments			(63.4	)			(71.5	)			(40.3	)
	Litigation charges			32.5				(127.6	)			—
	Other income (expense)			(10.7	)			50.3				8.3
Total expense and other income				(172.7	)			(341.3	)			(160.1	)
Income (loss) from continuing operations before provision for income taxes				(267.0	)			(372.8	)			115.7
	Provision for income taxes			262.2				242.7				106.4
Income (loss) from continuing operations of consolidated companies				(529.2	)			(615.5	)			9.3
	Income applicable to minority interests (net of tax)			(21.5	)			(27.0	)			(30.0	)
	Equity in net income of unconsolidated affiliates (net of tax)			5.8				2.4				5.9
Loss from continuing operations				(544.9	)			(640.1	)			(14.8	)
Dividends on preferred stock				19.8				—				—
Net loss from continuing operations				(564.7	)			(640.1	)			(14.8	)
Income from discontinued operations (net of tax)				6.5				101.0				31.5
NET INCOME (LOSS) APPLICABLE TO COMMON STOCKHOLDERS			$	(558.2	)		$	(539.1	)		$	16.7
Earnings (loss) per share of common stock:
Basic:
	Continuing operations			(1.36	)			(1.66	)			(0.04	)
	Discontinued operations			0.02				0.26				0.08
Total			$	(1.34	)		$	(1.40	)		$	0.04
Diluted:
	Continuing operations			(1.36	)			(1.66	)			(0.04	)
	Discontinued operations			0.02				0.26				0.08
Total			$	(1.34	)		$	(1.40	)		$	0.04
Weighted-average shares:
	Basic			415.3				385.5				376.1
	Diluted			415.3				385.5				376.1

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			December 31,
			2004				2003
							(Restated)
ASSETS:
Cash and cash equivalents			$	1,550.4			$	1,871.9
Marketable securities				420.0				195.1
Accounts receivable, net of allowance of $136.1 in 2004 and $134.1 in 2003				4,907.5				4,650.3
Expenditures billable to clients				345.2				303.3
Deferred income taxes				261.0				279.7
Prepaid expenses and other current assets				152.6				232.4
	Total current assets			7,636.7				7,532.7
Land, buildings and equipment, net				722.9				697.9
Deferred income taxes				274.2				378.3
Investments				168.7				246.8
Goodwill				3,141.6				3,267.9
Other intangible assets, net				37.6				43.0
Other assets				290.6				279.3
	Total non-current assets			4,635.6				4,913.2
TOTAL ASSETS			$	12,272.3			$	12,445.9
LIABILITIES:
Accounts payable			$	6,128.7			$	5,614.7
Accrued liabilities				1,108.6				1,256.7
Short-term debt				325.9				316.9
	Total current liabilities			7,563.2				7,188.3
Long-term debt				1,936.0				2,198.7
Deferred compensation and employee benefits				590.7				548.6
Other non-current liabilities				408.9				326.7
Minority interests in consolidated subsidiaries				55.2				64.8
	Total non-current liabilities			2,990.8				3,138.8
TOTAL LIABILITIES				10,554.0				10,327.1
Commitments and contingencies (Note 19)
STOCKHOLDERS’ EQUITY:
Preferred stock, no par value, shares authorized: 20.0				373.7				373.7
	shares issued and outstanding: 2004 — 7.5; 2003 — 7.5
Common stock, $0.10 par value, shares authorized: 800.0				42.5				41.8
	shares issued: 2004 — 424.9; 2003 — 418.4
	shares outstanding: 2004 — 424.7; 2003 — 418.2
Additional paid-in capital				2,208.9				2,076.0
Accumulated deficit				(578.2	)			(39.8	)
Accumulated other comprehensive loss, net of tax				(248.6	)			(259.1	)
				1,798.3				2,192.6
Less:
Treasury stock, at cost: 2004 — 0.2 shares; 2003 — 0.2 shares				(14.0	)			(11.3	)
Unamortized deferred compensation				(66.0	)			(62.5	)
TOTAL STOCKHOLDERS’ EQUITY				1,718.3				2,118.8
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY			$	12,272.3			$	12,445.9

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				Years Ended December 31,
				2004				2003				2002
								(Restated)				(Restated)
				(Amounts in millions)
CASH FLOWS FROM OPERATING ACTIVITIES:
Loss from continuing operations				$	(544.9	)		$	(640.1	)		$	(14.8	)
Adjustments to reconcile net loss from continuing operations to cash provided by operating activities:
	Depreciation and amortization of fixed assets and intangible assets				185.1				216.5				206.8
	Provision for Bad Debt				36.7				32.6				74.7
	Amortization of restricted stock and other non-cash compensation				31.4				38.8				50.0
	Amortization of bond discounts and deferred financing costs				22.9				35.0				33.0
	Deferred income tax provision				128.2				58.1				29.8
	Equity in loss of unconsolidated affiliates				(5.8	)			(2.4	)			(5.9	)
	Income applicable to minority interests				21.5				27.0				30.0
	Restructuring charges — non-cash				6.7				—				(4.9	)
	Long-lived asset impairment and other charges				322.2				294.0				130.0
	Investment impairments				63.4				71.5				40.3
	Litigation charges				(12.5	)			127.6				—
	Loss on sale of Modem Media and TNS				(0.8	)			(43.6	)			—
	Other				7.0				(3.1	)			0.5
Change in assets and liabilities, net of acquisitions:
	Accounts receivable				(73.4	)			201.7				305.3
	Expenditures billable to clients				(34.6	)			62.8				(62.3	)
	Prepaid expenses and other current assets				45.2				86.8				(46.4	)
	Accounts payable and accrued expenses				243.0				(141.3	)			106.2
	Other non-current assets and liabilities				14.2				77.8				6.6
		Net cash provided by operating activities from continuing operations			455.5				499.7				878.9
CASH FLOWS FROM INVESTING ACTIVITIES FROM CONTINUING OPERATIONS:
	Acquisitions, including deferred payments, net of cash acquired				(175.4	)			(224.6	)			(276.8	)
	Capital expenditures				(194.0	)			(159.6	)			(171.4	)
	Proceeds from sales of businesses and fixed assets				30.4				26.8				14.0
	Proceeds from sales of investments				43.0				128.8				51.3
	Purchases of investments				(34.3	)			(65.8	)			(115.4	)
	Maturities of short-term marketable securities				1,148.4				177.0				39.3
	Purchases of short-term marketable securities				(1,372.7	)			(339.1	)			(21.9	)
	Proceeds from the sale of discontinued operations, net of cash sold				10.0				376.7				—
		Net cash used in investing activities from continuing operations			(544.6	)			(79.8	)			(480.9	)
CASH FLOWS FROM FINANCING ACTIVITIES FROM CONTINUING OPERATIONS:
	Increase (decrease) in short-term bank borrowings				7.0				(214.4	)			(186.1	)
	Payments of long-term debt				(843.0	)			(745.6	)			(175.4	)
	Proceeds from long-term debt				602.3				801.2				4.3
	Proceeds from termination of interest rate swaps				—				—				50.0
	Debt issuance costs and consent fees				(8.0	)			(27.0	)			(1.3	)
	Issuance of preferred stock, net of issuance costs				—				361.6				—
	Treasury stock transactions				—				—				(7.9	)
	Issuance of common stock, net of issuance costs				25.6				335.3				59.0
	Distributions to minority interests, net				(23.6	)			(26.4	)			(32.7	)
	Dividends from unconsolidated affiliates				9.3				8.8				3.1
	Preferred stock dividends				(19.8	)			—				—
	Common stock dividends				—				—				(145.6	)
		Net cash provided by (used in) financing activities from continuing operations			(250.2	)			493.5				(432.6	)
Effect of exchange rates on cash and cash equivalents					17.8				18.7				40.6
Net cash (used in) provided by discontinued operations					—				(13.4	)			9.1
Increase (decrease) in cash and cash equivalents					(321.5	)			918.7				15.1
Cash and cash equivalents at beginning of year					1,871.9				953.2				938.1
Cash and cash equivalents at end of year				$	1,550.4			$	1,871.9			$	953.2
SUPPLEMENTAL CASH FLOW INFORMATION
	Cash paid for interest			$	162.8			$	155.6			$	116.0
	Cash paid for income taxes, net of $46.7 and $132.5 of refunds in 2004 and 2003, respectively			$	66.2			$	122.7			$	51.3

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			Years Ended December 31,
			2004				2003				2002
							(Restated)				(Restated)
COMMON STOCK
Balance at beginning of year			$	41.8			$	38.9			$	38.6
	Restricted stock, net of forfeitures and amortization			0.3				—				0.1
	Employee stock purchases			0.1				0.1				0.1
	Exercise of stock options, including tax benefit			—				—				0.1
	Issuance of common stock, net of fees			—				2.6				—
	Issuance of shares for acquisitions			0.2				0.2				—
	Issuance of common stock-litigation settlement			0.1				—				—
Balance at end of year				42.5				41.8				38.9
PREFERRED STOCK
Balance at beginning of year				373.7				—				—
	Issuance of preferred stock			—				373.7				—
Balance at end of year				373.7				373.7				—
ADDITIONAL PAID IN CAPITAL
As Previously Reported				2,075.1				1,797.0				1,785.2
Effect of restatement				0.9				0.8				0.4
Balance at beginning of year				2,076.0				1,797.8				1,785.6
	Restricted stock, net of forfeitures and amortization			26.4				(3.9	)			30.6
	Employee stock purchases			7.6				9.6				15.9
	Exercise of stock options, including tax benefit			7.8				1.6				17.7
	Issuance of common stock, net of fees			—				326.9				—
	Issuance of shares for acquisitions			33.9				(45.6	)			(53.7	)
	Issuance of common stock-litigation settlement			72.6				—				—
	Issuance of preferred stock			—				(12.1	)			—
	Preferred stock dividends			(19.8	)			—				—
	Other			4.4				1.7				1.7
Balance at end of year				2,208.9				2,076.0				1,797.8
RETAINED EARNINGS (ACCUMULATED DEFICIT)
As previously reported				406.3				858.0				868.3
Effect of restatement				(446.1	)			(358.7	)			(275.9	)
Balance at beginning of year, as restated				(39.8	)			499.3				592.4
	Net income (loss) applicable to common stockholders			(558.2	)			(539.1	)			16.7
	Dividends			—				—				(109.8	)
	Preferred stock dividends			19.8				—				—
Balance at end of year				(578.2	)			(39.8	)			499.3

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			Years Ended December 31,
			2004				2003				2002
							(Restated)				(Restated)
ACCUMULATED OTHER COMPREHENSIVE LOSS
As previously Reported				(215.1	)			(373.6	)			(447.8	)
Effect of restatement				(44.0	)			(21.6	)			12.9
Balance at beginning of year				(259.1	)			(395.2	)			(434.9	)
	Adjustment for minimum pension liability (net of income tax (expense)/benefit of ($5.4), ($0.6) and $22.3 in 2004, 2003 and 2002, respectively)			(47.6	)			4.0				(45.1	)
	Changes in market value of securities available-for-sale, net of tax			3.4				10.1				(7.4	)
	Foreign currency translation adjustment			51.5				122.0				92.2
	Recognition of previously unrealized loss on securities available-for-sale, net of tax			3.2				—				—
	Net other comprehensive loss adjustments			10.5				136.1				39.7
Balance at end of year				(248.6	)			(259.1	)			(395.2	)
TREASURY STOCK
Balance at beginning of year				(11.3	)			(119.2	)			(290.2	)
	Restricted stock, net of forfeitures and amortization			—				—				(5.5	)
	Exercise of stock options, including tax benefit			—				—				48.3
	Issuance of shares for acquisitions			(2.7	)			107.9				128.2
Balance at end of year				(14.0	)			(11.3	)			(119.2	)
UNAMORTIZED DEFERRED COMPENSATION
As previously reported				(64.6	)			(101.1	)			(114.0	)
Effect of Restatement				2.1				2.1				2.1
Balance at beginning of year				(62.5	)			(99.0	)			(111.9	)
	Restricted stock, net of forfeitures and amortization			(3.5	)			36.5				12.9
Balance at end of year				(66.0	)			(62.5	)			(99.0	)
TOTAL STOCKHOLDERS’ EQUITY			$	1,718.3			$	2,118.8			$	1,722.6
COMPREHENSIVE INCOME (LOSS)
	Net income (loss) applicable to common stockholders		$	(558.2	)		$	(539.1	)		$	16.7
	Preferred stock dividends			19.8				—				—
	Net other comprehensive loss adjustments			10.5				136.1				39.7
Total comprehensive income (loss)			$	(527.9	)		$	(403.0	)		$	56.4
NUMBER OF COMMON SHARES
Balance at beginning of year				418.4				389.3				385.8
	Restricted stock, net of forfeitures and amortization			2.7				—				1.1
	Employee stock purchases			0.7				0.9				0.9
	Exercise of stock options, including tax benefit			0.5				—				1.5
	Issuance of common stock, net of fees			—				25.8				—
	Issuance of shares for acquisitions			1.8				2.4				—
	Issuance of common stock-litigation settlement			0.8				—				—
Balance at end of year				424.9				418.4				389.3

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Note 1:	Summary of Significant Accounting Policies

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			For the Years Ended December 31,
			2004				2003				2002
							(Restated)				(Restated)
As reported, loss from continuing operations			$	(544.9	)		$	(640.1	)		$	(14.8	)
Add:
	Stock-based employee compensation expense included in loss from continuing operations, net of tax			26.6				22.7				28.9
Less:
	Total fair value of stock-based employee compensation expense, net of tax			(55.4	)			(57.4	)			(65.4	)
Pro forma loss from continuing operations			$	(573.7	)		$	(674.8	)		$	(51.3	)
Loss per share from continuing operations
Basic loss per share
	As reported		$	(1.36	)		$	(1.66	)		$	(0.04	)
	Pro forma		$	(1.38	)		$	(1.75	)		$	(0.14	)
Diluted loss per share
	As reported		$	(1.36	)		$	(1.66	)		$	(0.04	)
	Pro forma		$	(1.38	)		$	(1.75	)		$	(0.14	)

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		2004				2003				2002
Expected option lives			6 years				6 years				6 years
Risk free interest rate			4.0	%			3.3	%			4.7	%
Expected volatility			44.7	%			43.9	%			35.8	%
Dividend yield			0.0	%			0.0	%			1.6	%
Weighted-average option grant price		$	14.19			$	10.59			$	26.41
Weighted-average fair value of options granted		$	6.91			$	4.96			$	9.76

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Note 2:	Restatement of Previously Issued Financial Statements

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			Impact of Adjustments
			on Revenue
			2003				2002
As previously reported			$	5,863.4			$	5,737.5
	Revenue Recognition Related to Vendor Discounts or Credits			(50.6	)			(40.2	)
	Revenue Recognition related to Customer Contracts			(18.7	)			(8.6	)
	Revenue Presentation			355.6				358.5
	Pre-Acquisition Earnings			—				(2.5	)
	Internal Investigations			(7.2	)			(6.1	)
	Other Adjustments			19.2				20.5
Total Adjustments				298.3				321.6
As restated			$	6,161.7			$	6,059.1

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			Impact of Adjustments on Net Income (Loss) from Continuing Operations and Earnings per Share
			For the Year Ended December 31, 2003
			Net												For the Year Ended December 31, 2002
			Income
			(Loss)				Basic Earnings				Diluted Earnings								Basic Earnings				Diluted Earnings
			from				(Loss) per				(Loss) per				Net				(Loss) per				(Loss) per
			Continuing				Share of				Share of				Income				Share of				Share of
			Operations				Common Stock				Common Stock				(Loss)				Common Stock				Common Stock
As previously reported			$	(552.9	)		$	(1.43	)		$	(1.43	)		$	68.0			$	0.18			$	0.18
	Revenue Recognition Related to Vendor Discounts or Credits			(45.4	)			(0.12	)			(0.12	)			(32.9	)			(0.09	)			(0.09	)
	Revenue Recognition Related to Customer Contracts			(15.8	)			(0.04	)			(0.04	)			(4.5	)			(0.01	)			(0.01	)
	Future Obligations Related to Prior Acquisitions			(24.2	)			(0.06	)			(0.06	)			(13.8	)			(0.04	)			(0.04	)
	Pre-Acquisition Earnings			—				—				—				(0.7	)			—				—
	Internal Investigations			(18.6	)			(0.05	)			(0.05	)			(14.4	)			(0.04	)			(0.04	)
	International Compensation Arrangements			(8.8	)			(0.02	)			(0.02	)			(8.5	)			(0.02	)			(0.02	)
	Accounting for Leases			(2.5	)			(0.01	)			(0.01	)			(0.3	)			—				—
	Other Adjustments			28.1				0.07				0.07				(7.7	)			(0.02	)			(0.02	)
Total Restatement Adjustments				(87.2	)			(0.23	)			(0.23	)			(82.8	)			(0.22	)			(0.22	)
As restated			$	(640.1	)		$	(1.66	)		$	(1.66	)		$	(14.8	)		$	(0.04	)		$	(0.04	)
	Weighted-average shares:							385.5				385.5								376.1				376.1

			Impact of Adjustments on Consolidated
			Balance Sheet Accounts
			As of December 31, 2003
			Total				Total				Stockholders’
			Assets				Liabilities				Equity
As previously reported			$	12,234.5			$	9,628.6			$	2,605.9
	Revenue Recognition Related to Vendor Discounts or Credits			36.3				198.5				(162.2	)
	Revenue Recognition Related to Customer Contracts			33.7				122.8				(89.1	)
	Future Obligations Related to Prior Acquisitions			(2.3	)			64.2				(66.5	)
	Pre-Acquisition Earnings			(33.3	)			(2.6	)			(30.7	)
	Internal Investigations			9.2				61.5				(52.3	)
	International Compensation Arrangements			2.8				29.2				(26.4	)
	Accounting for Leases			38.8				67.5				(28.7	)
	Other Adjustments			126.2				157.4				(31.2	)
Total Adjustments				211.4				698.5				(487.1	)
As restated			$	12,445.9			$	10,327.1			$	2,118.8

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			Impact of Adjustments
			on Retained Earnings
As previously reported at December 31, 2001			$	868.3
	Revenue Recognition Related to Vendor Discounts or Credits			(68.0	)
	Revenue Recognition Related to Customer Contracts			(54.3	)
	Future Obligations Related to Prior Acquisitions			(29.2	)
	Pre-Acquisition Earnings			(34.1	)
	Internal Investigations			(15.7	)
	International Compensation Arrangements			(9.0	)
	Accounting for Leases			(23.2	)
	Other Adjustments			(42.4	)
Total Restatement Adjustments				(275.9	)
As restated at January 1, 2002			$	592.4

	Revenue Recognition

	Revenue Recognition related to Vendor Discounts or Credits:

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			Impact of
Revenue Recognition Related to Vendor Discounts or Credits			Restatement
Increase (Decrease) for the Years Ended and as of December 31,			2003				2002
Consolidated Statement of Operations:
	Revenue			(50.6	)			(40.2	)
	Operating Loss			(53.3	)			(41.4	)
	Provision for Income Taxes			(7.9	)			(8.5	)
	Loss from Continuing Operations			(45.4	)			(32.9	)
Consolidated Balance Sheet:
	Total Assets			9.6
	Total Liabilities			67.7

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			Impact of
Revenue Recognition Related to Customer Contracts			Restatement
Increase (Decrease) for the Years Ended and as of December 31,			2003				2002
Consolidated Statement of Operations:
	Revenue			(18.7	)			(8.6	)
	Operating Income (Loss)			(17.2	)			(6.7	)
	Provision for Income Taxes			(1.4	)			(2.1	)
	Income (Loss) from Continuing Operations			(15.8	)			(4.5	)
Consolidated Balance Sheet:
	Total Assets			(3.9	)
	Total Liabilities			21.6

	Accounting for Reimbursement of Out-of-Pocket Expenses:

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	Gross versus Net Revenue Presentation:

			Impact of
Revenue Presentation			Restatement
Increase (Decrease) for the Years Ended and as of December 31,			2003				2002
Consolidated Statement of Operations:
	Revenue			355.6				358.5

	Accounting for Acquisitions

	Future Obligations related to Prior Acquisitions:

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			Impact of
Future Obligations Related to Prior Acquisitions			Restatement
Increase (Decrease) for the Years Ended and as of December 31,			2003				2002
Consolidated Statement of Operations:
	Revenue			—				—
	Operating Loss			(23.6	)			(13.8	)
	Provision for Income Taxes			—				—
	Loss from Continuing Operations			(24.2	)			(13.8	)
Consolidated Balance Sheet:
	Total Assets			2.8
	Total Liabilities			27.0

	Pre-Acquisition Earnings:

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			Impact of
Pre-Acquisition Earnings			Restatement
Increase (Decrease) for the Years Ended and as of December 31,			2003				2002
Consolidated Statement of Operations:
	Revenue			—				(2.5	)
	Operating Income (Loss)			—				(1.2	)
	Provision for Income Taxes			—				(0.1	)
	Income (Loss) from Continuing Operations			—				(0.7	)
Consolidated Balance Sheet:
	Total Assets			(0.4	)
	Total Liabilities			(0.0	)

	Internal Investigations

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			Impact of
Internal Investigations			Restatement
Increase (Decrease) for the Years Ended and as of December 31,			2003				2002
Consolidated Statement of Operations:
	Revenue			(7.2	)			(6.1	)
	Operating Loss			(17.3	)			(12.7	)
	Provision for Income Taxes			1.2				1.9
	Loss from Continuing Operations			(18.6	)			(14.4	)
Consolidated Balance Sheet:
	Total Assets			12.6
	Total Liabilities			33.8

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	•	We have recorded adjustments with a cumulative impact on income for the years 2000 through 2004 of $31.8 including taxes, penalties and interest of $10.0 relating to errors we identified at our McCann agency in Turkey. These errors are attributable primarily to the retention of vendor discounts that should have been remitted to clients, the improper valuation of a previously acquired business and over-billing clients for payments to vendors. Our information to date indicates that these activities involved misconduct by local senior management. When the investigation is concluded, we will determine the appropriate personnel actions, which could include terminations of local senior management.
	•	We have recorded adjustments with a cumulative impact on income for the years 2000 through 2004 of $14.5 relating to errors identified at our FCB agency in Turkey. These errors were attributable primarily to inappropriate charges to customers and evasion of local taxes. Our information to date indicates that these activities involved misconduct by local senior management. When the investigation is concluded, we will determine the appropriate personnel actions, which could include terminations of local senior management.
	•	We have recorded adjustments with a cumulative impact on income for the years 2000 through 2004 of $10.8 relating to errors we identified at Media First in New York City. These errors are attributable primarily to inadequate recordkeeping but also included payment of certain employee salaries through accounts payable and without appropriate tax withholdings. The errors resulted in increased earn-out payments. Some management personnel at the agency involved in this activity have been terminated.
	•	We have recorded adjustments with a cumulative impact on income for the years 2000 to 2004 of $10.5 relating to errors we identified at our FCB agency in Spain. These errors are attributable to the use of companies that were formed to account for the production and media volume discounts received from production suppliers on a separate set of books and records. As a result, discounts and rebates to which clients may have been entitled under local law were concealed to prevent detection in the event of a client audit. In addition compensation was paid to an agency executive’s personal service company out of these companies without proper withholding for income taxes. At the same location, we have also recorded adjustments with a cumulative impact of $4.2. These errors are attributable to the inappropriate recognition of certain discounts and benefits that should have been remitted to clients. We plan to divest our interest in FCB Spain and sign an affiliation agreement with the management there with an appropriate control structure to assure future business is properly conducted.
	•	We have recorded adjustments with a cumulative impact on income for the years 2000 through 2004 of $12.7 relating to errors we identified at our McCann agency in Greece. These errors are attributable primarily to retention of vendor discounts in excess of the level permitted under Greek law and the purchase of prepaid media on a speculative basis without the appropriate client commitment. In addition, we identified inappropriate related-party transactions and evidence of improper gifts. The senior officer and other management personnel at the agency have been terminated and parts of the agency’s business have been divested.
	•	We have recorded adjustments with a cumulative impact on income for the years 2000 through 2004 of approximately $7.2 relating to errors we identified at our McCann agency in the Netherlands. These errors are attributable to the recognition as revenue of certain discounts and

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		benefits that should have been returned to clients or vendors. We have terminated and/or replaced financial and operating management.
	•	We have recorded adjustments with a cumulative impact on income for the years 2000 through 2004 of $8.6 relating to errors identified at five McCann agencies in Azerbaijan, Ukraine, Uzbekistan, Bulgaria and Kazakhstan. These errors were attributable to failure to record and pay compensation-related taxes, value added taxes and corporate income taxes, and to inadequate record keeping. Management in these jurisdictions paid certain employees as contractors, often in cash, without accounting for the payments. In three of these countries, income and expenses were recorded by a service company located outside those jurisdictions to avoid corporate tax or value added tax. We have sold or are in the process of selling all of these entities. In the case of the Ukraine, we plan on signing an affiliation agreement with the management there with appropriate controls in place to assure our business is properly conducted.

	Review of International Compensation Arrangements

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			Impact of
International Compensation Arrangements			Restatement
Increase (Decrease) for the Years Ended and as of December 31,			2003				2002
Consolidated Statement of Operations:
	Revenue			—				—
	Operating Loss			(9.6	)			(9.4	)
	Provision for Income Taxes			(0.7	)			(0.9	)
	Loss from Continuing Operations			(8.8	)			(8.5	)
Consolidated Balance Sheet:
	Total Assets			0.7
	Total Liabilities			9.6

	Accounting for Lease Related Expenses

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			Impact of
Accounting for Leases			Restated
Increase (Decrease) for the Years Ended and as of December 31,			2003				2002
Consolidated Statement of Operations:
	Revenue			—				—
	Operating Income (Loss)			(0.6	)			0.2
	Provision for Income Taxes			1.6				0.2
	Income (Loss) from Continuing Operations			(2.5	)			(0.3	)
Consolidated Balance Sheet:
	Total Assets			0.5
	Total Liabilities			5.9

	Other Adjustments

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			Impact of
Other Adjustments			Restatement
Increase (Decrease) for the Years Ended and as of December 31,			2003				2002
Consolidated Statement of Operations:
	Revenue			19.2				20.5
	Operating Income (Loss)			38.2				1.8
	Provision for Income Taxes			(3.9	)			(2.1	)
	Income (Loss) from Continuing Operations			28.1				(7.7	)
Consolidated Balance Sheet:
	Total Assets			78.3
	Total Liabilities			44.2

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			Year Ended December 31, 2003
			As Previously				Effect of				As
			Reported				Restatement				Restated
REVENUE			$	5,863.4			$	298.3			$	6,161.7
OPERATING EXPENSES:
	Salaries and related expenses			3,451.8				48.8				3,500.6
	Office and general expenses			1,896.9				328.8				2,225.7
	Restructuring charges			175.6				(2.7	)			172.9
	Long-lived asset impairment and other charges			286.9				7.1				294.0
Total operating expenses				5,811.2				382.0				6,193.2
OPERATING INCOME (LOSS)				52.2				(83.7	)			(31.5	)
EXPENSE AND OTHER INCOME:
	Interest expense			(172.8	)			(34.2	)			(207.0	)
	Debt prepayment penalty			(24.8	)			—				(24.8	)
	Interest income			38.9				0.4				39.3
	Investment impairments			(84.9	)			13.4				(71.5	)
	Litigation charges			(127.6	)			—				(127.6	)
	Other income			50.0				0.3				50.3
Total expense and other income				(321.2	)			(20.1	)			(341.3	)
Loss from continuing operations before provision for income taxes				(269.0	)			(103.8	)			(372.8	)
	Provision for income taxes			254.0				(11.3	)			242.7
Loss from continuing operations of consolidated companies				(523.0	)			(92.5	)			(615.5	)
	Income applicable to minority interests (net of tax)			(30.9	)			3.9				(27.0	)
	Equity in net income of unconsolidated affiliates (net of tax)			1.0				1.4				2.4
Loss from continuing operations				(552.9	)			(87.2	)			(640.1	)
Income from discontinued operations (net of tax)				101.2				(0.2	)			101.0
LOSS APPLICABLE TO COMMON STOCKHOLDERS			$	(451.7	)		$	(87.4	)		$	(539.1	)
Earnings (loss) per share of common stock:
Basic:
	Continuing operations		$	(1.43	)		$	(0.23	)		$	(1.66	)
	Discontinued operations			0.26				—				0.26
	Total		$	(1.17	)		$	(0.23	)		$	(1.40	)
Diluted:
	Continuing operations		$	(1.43	)		$	(0.23	)		$	(1.66	)
	Discontinued operations			0.26				—				0.26
Total			$	(1.17	)		$	(0.23	)		$	(1.40	)
Weighted-average shares:
	Basic			385.5				—				385.5
	Diluted			385.5				—				385.5

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			Year Ended December 31, 2002
			As Previously				Effect of				As
			Reported				Restatement				Restated
REVENUE			$	5,737.5			$	321.6			$	6,059.1
OPERATING EXPENSES:
	Salaries and related expenses			3,350.0				46.7				3,396.7
	Office and general expenses			1,889.3				359.4				2,248.7
	Restructuring charges			12.1				(4.2	)			7.9
	Long-lived asset impairment and other charges			127.1				2.9				130.0
Total operating expenses				5,378.5				404.8				5,783.3
OPERATING INCOME				359.0				(83.2	)			275.8
EXPENSE AND OTHER INCOME:
	Interest expense			(145.6	)			(13.1	)			(158.7	)
	Interest income			29.8				0.8				30.6
	Investment impairments			(39.7	)			(0.6	)			(40.3	)
	Other income			7.9				0.4				8.3
Total expense and other income				(147.6	)			(12.5	)			(160.1	)
Income from continuing operations before provision for income taxes				211.4				(95.7	)			115.7
Provision for income taxes				117.9				(11.5	)			106.4
Income from continuing operations of consolidated companies				93.5				(84.2	)			9.3
	Income applicable to minority interests (net of tax)			(30.5	)			0.5				(30.0	)
	Equity in net income of unconsolidated affiliates (net of tax)			5.0				0.9				5.9
Net income (loss) from continuing operations				68.0				(82.8	)			(14.8	)
Income from discontinued operations (net of tax)				31.5				—				31.5
NET INCOME (LOSS) APPLICABLE TO COMMON STOCKHOLDERS			$	99.5			$	(82.8	)		$	16.7
Earnings (loss) per share of common stock:
Basic:
	Continuing operations		$	0.18			$	(0.22	)		$	(0.04	)
	Discontinued operations			0.08				—				0.08
Total			$	0.26			$	(0.22	)		$	0.04
Diluted:
	Continuing operations		$	0.18			$	(0.22	)		$	(0.04	)
	Discontinued operations			0.08				—				0.08
Total			$	0.26			$	(0.22	)		$	0.04
Weighted-average shares:
	Basic			376.1				—				376.1
	Diluted			381.3				(5.2	)			376.1

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			As of December 31, 2003
			As Previously				Effect of				As
			Reported				Restatement				Restated
ASSETS:
Cash and cash equivalents			$	2,005.7			$	(133.8	)		$	1,871.9
Short-term marketable securities				—				195.1				195.1
Accounts receivable, net of allowance of $134.1				4,632.4				17.9				4,650.3
Expenditures billable to clients				242.1				61.2				303.3
Deferred income taxes				201.7				78.0				279.7
Prepaid expenses and other current assets				267.8				(35.4	)			232.4
	Total current assets			7,349.7				183.0				7,532.7
Land, buildings and equipment, net				657.1				40.8				697.9
Deferred income taxes				344.5				33.8				378.3
Investments				248.6				(1.8	)			246.8
Goodwill				3,310.6				(42.7	)			3,267.9
Other intangible assets, net				42.0				1.0				43.0
Other assets				282.0				(2.7	)			279.3
	Total non-current assets			4,884.8				28.4				4,913.2
TOTAL ASSETS			$	12,234.5			$	211.4			$	12,445.9
LIABILITIES:
Accounts payable			$	5,299.2			$	315.5			$	5,614.7
Accrued liabilities				1,042.7				214.0				1,256.7
Short-term debt				282.6				34.3				316.9
	Total current liabilities			6,624.5				563.8				7,188.3
Long-term debt				2,191.7				7.0				2,198.7
Deferred compensation and employee benefits				539.8				8.8				548.6
Other non-current liabilities				202.6				124.1				326.7
Minority interests in consolidated subsidiaries				70.0				(5.2	)			64.8
	Total non-current liabilities			3,004.1				134.7				3,138.8
TOTAL LIABILITIES				9,628.6				698.5				10,327.1
STOCKHOLDERS’ EQUITY				2,605.9				(487.1	)			2,118.8
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY			$	12,234.5			$	211.4			$	12,445.9

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Note 3:	Earnings (Loss) Per Share

		For the Years Ended December 31,
		2004				2003				2002
						(Restated)				(Restated)
Basic
Loss from continuing operations		$	(544.9	)		$	(640.1	)		$	(14.8	)
Less: preferred stock dividends			19.8				—				—
Net loss from continuing operations			(564.7	)			(640.1	)			(14.8	)
Income from discontinued operations, net of taxes of $3.5, $8.5, and $22.4, respectively			6.5				101.0				31.5
Net income (loss) applicable to common stockholders		$	(558.2	)		$	(539.1	)		$	16.7
Weighted-average number of common shares outstanding — basic			415.3				385.5				376.1
Loss per share from continuing operations		$	(1.36	)		$	(1.66	)		$	(0.04	)
Earnings per share from discontinued operations			0.02				0.26				0.08
Earnings (loss) per share — basic		$	(1.34	)		$	(1.40	)		$	0.04
Diluted(a)
Loss from continuing operations		$	(544.9	)		$	(640.1	)		$	(14.8	)
Less: preferred stock dividends			19.8				—				—
Net loss from continuing operations			(564.7	)			(640.1	)			(14.8	)
Income from discontinued operations, net of taxes of $3.5, $8.5, and $22.4, respectively			6.5				101.0				31.5
Net income (loss) applicable to common stockholders		$	(558.2	)		$	(539.1	)		$	16.7
Weighted-average number of common shares outstanding — basic			415.3				385.5				376.1
Dilutive effect of convertible securities			—				—				—
Weighted-average number of common shares outstanding — diluted			415.3				385.5				376.1
Loss per share from continuing operations		$	(1.36	)		$	(1.66	)		$	(0.04	)
Earnings per share from discontinued operations			0.02				0.26				0.08
Earnings (loss) per share — diluted		$	(1.34	)		$	(1.40	)		$	0.04

(a)	The weighted-average number of incremental shares for each of the following have been excluded from the computations of diluted earnings (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%, 1.87%, and 1.80% Convertible Notes;
	•	conversion of the Series A Mandatory Convertible Preferred Stock;

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	•	conversion of restricted stock units;
	•	contingently issuable shares outstanding issued in settlement of the Federal Securities Class Actions as discussed in Note 19;

	•	exercise of employee stock options and the conversion of non-vested restricted stock awards; and
	•	conversion of the 1.87% and 1.80% Convertible Notes.

			For the Years Ended December 31,
			2004				2003				2002
							(Restated)				(Restated)
Contingently issuable shares				1.2				—				—
Stock options, restricted stock and restricted stock units				4.0				4.1				5.1
Convertible Notes				70.9				64.6				13.1
Series A Mandatory Convertible Preferred Stock				26.3				0.8				—
	Total			102.4				69.5				18.2

Note 4:	Acquisitions and Dispositions

	Acquisitions

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			For the Years Ended December 31,
			2004				2003				2002
							(Restated)				(Restated)
Cash paid for current acquisitions			$	14.6			$	4.0			$	48.2
Cash paid for prior acquisitions				161.7				221.2				240.0
Less: cash acquired				(0.9	)			(0.6	)			(11.4	)
	Net cash paid for acquisitions		$	175.4			$	224.6			$	276.8

			Year of Original Acquisition
																											Total Paid
			1998 and																								During
			Prior				1999				2000				2001				2002				2003				2004
			(Restated)
Cash payments for prior acquisitions			$	28.3			$	20.7			$	58.1			$	11.9			$	42.1			$	0.6			$	161.7
Stock issued for prior acquisitions				4.7				5.3				13.6				—				0.2				—				23.8
	Total consideration		$	33.0			$	26.0			$	71.7			$	11.9			$	42.3			$	0.6			$	185.5

	Dispositions

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			For the Years Ended December 31,
			2004				2003				2002
							(Restated)				(Restated)
Long-lived asset impairment and other charges			$	3.0			$	63.8			$	127.1
Motorsports contract termination costs				113.6				—				—
	Total		$	116.6			$	63.8			$	127.1

			For the Years Ended December 31,
			2004				2003				2002
							(Restated)				(Restated)
Revenue			$	—			$	250.1			$	466.1
Pre-tax income from discontinued operations			$	—			$	20.4			$	53.9
Tax expense				—				(8.5	)			(22.4	)
Net income				—				11.9				31.5
Gain on sale, net of taxes				6.5				89.1				—
	Income from discontinued operations		$	6.5			$	101.0			$	31.5

Note 5:	Restructuring Charges

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			Lease Termination and
			Other Exit Costs												Severance and Termination Costs
			2003				2001								2003				2001
			Program				Program				Total				Program				Program				Total				Total
2004 Net (Income) Expense
IAN			$	40.3			$	(7.3	)		$	33.0			$	14.1			$	(4.3	)		$	9.8			$	42.8
CMG				8.1				4.0				12.1				5.1				(0.7	)			4.4				16.5
Corporate				3.7				(1.0	)			2.7				0.3				(0.1	)			0.2				2.9
	Total		$	52.1			$	(4.3	)		$	47.8			$	19.5			$	(5.1	)		$	14.4			$	62.2
2003 Net (Income) Expense (Restated)
IAN			$	23.1			$	8.8			$	31.9			$	106.6			$	(0.1	)		$	106.5			$	138.4
CMG				12.7				6.1				18.8				15.7				—				15.7				34.5
Motorsports				—				—				—				0.4				—				0.4				0.4
Corporate				(2.2	)			(1.3	)			(3.5	)			3.1				—				3.1				(0.4	)
	Total		$	33.6			$	13.6			$	47.2			$	125.8			$	(0.1	)		$	125.7			$	172.9
2002 Net Expense (Restated)
IAN			$	—			$	5.2			$	5.2			$	—			$	7.9			$	7.9			$	13.1
CMG				—				5.7				5.7				—				(1.2	)			(1.2	)			4.5
Corporate				—				(4.3	)			(4.3	)			—				(5.4	)			(5.4	)			(9.7	)
	Total		$	—			$	6.6			$	6.6			$	—			$	1.3			$	1.3			$	7.9

	2003 Program

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	2001 Program

	Adjustments to Estimates

	2003 Program

	2001 Program

	Adjustments to Estimates

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			Liability at																				Liability at
			12/31/2003				Charges				Payments				Adjustments(1)				Other(2)				12/31/04
			(Restated)
2003 Program
Lease termination and other exit costs			$	37.7			$	67.8			$	(32.6	)		$	(15.7	)		$	(6.2	)		$	51.0
Severance and termination costs				39.0				26.4				(52.4	)			(6.9	)			1.1				7.2
	Total		$	76.7			$	94.2			$	(85.0	)		$	(22.6	)		$	(5.1	)		$	58.2
2001 Program
Lease termination and other exit costs			$	65.6			$	—			$	(28.0	)		$	(4.3	)		$	3.9			$	37.2
Severance and termination costs				10.2				—				(3.1	)			(5.1	)			(0.4	)			1.6
	Total		$	75.8			$	—			$	(31.1	)		$	(9.4	)		$	3.5			$	38.8

			Liability at																				Liability at
			12/31/2002				Charges				Payments				Adjustments(1)				Other(2)				12/31/2003
			(Restated)																				(Restated)
2003 Program
Lease termination and other exit costs			$	—			$	41.6			$	(8.5	)		$	(8.0	)		$	12.6			$	37.7
Severance and termination costs				—				133.7				(88.3	)			(7.9	)			1.5				39.0
	Total		$	—			$	175.3			$	(96.8	)		$	(15.9	)		$	14.1			$	76.7
2001 Program
Lease termination and other exit costs			$	92.5			$	—			$	(33.1	)		$	13.6			$	(7.4	)		$	65.6
Severance and termination costs				15.9				—				(10.9	)			(0.1	)			5.3				10.2
	Total		$	108.4			$	—			$	(44.0	)		$	13.5			$	(2.1	)		$	75.8

(1)	Amounts represent adjustments to management estimates, as discussed above.
(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.

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Note 6:	Land, Buildings and Equipment

		December 31,
		2004				2003
						(Restated)
Land and buildings		$	111.1			$	105.2
Furniture and equipment			1,038.6				1,035.1
Leasehold improvements			571.3				563.9
			1,721.0				1,704.2
Less: accumulated depreciation			(998.1	)			(1,006.3	)
Land, buildings and equipment, net		$	722.9			$	697.9

Note 7:	Goodwill and Other Intangible Assets

			IAN				CMG				Total
Balance as of December 31, 2002 (Restated)			$	2,733.7			$	587.2			$	3,320.9
	Goodwill from dispositions			(140.1	)			—				(140.1	)
	Goodwill from current acquisitions			3.4				—				3.4
	Goodwill from prior acquisitions			213.8				48.7				262.5
	Impairment charges			(0.4	)			(218.0	)			(218.4	)
	Other (primarily currency translation)			34.9				4.7				39.6
Balance as of December 31, 2003 (Restated)			$	2,845.3			$	422.6			$	3,267.9
	Goodwill from current acquisitions			10.1				—				10.1
	Goodwill from prior acquisitions			93.8				56.6				150.4
	Impairment charges			(220.2	)			(91.7	)			(311.9	)
	Other (primarily currency translation)			24.5				0.6				25.1
Balance as of December 31, 2004			$	2,753.5			$	388.1			$	3,141.6

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		December 31,
		2004				2003
						(Restated)
Other intangible assets		$	63.4			$	72.8
Less: accumulated amortization			(25.8	)			(29.8	)
Other intangible assets, net		$	37.6			$	43.0

Note 8:	Long-Lived Asset Impairment and Other Charges

			For the Years Ended December 31,
			2004																2003																2002
																			(Restated)																(Restated)
			IAN				CMG				Motorsports				Total				IAN				CMG				Motorsports				Total				IAN				Motorsports				Total
Goodwill impairment			$	220.2			$	91.7			$	—			$	311.9			$	0.4			$	218.0			$	—			$	218.4			$	2.9			$	82.1			$	85.0
Fixed asset impairment				2.0				0.4				3.0				5.4				2.3				—				63.8				66.1				—				33.0				33.0
Other				4.9				—				—				4.9				9.1				0.4				—				9.5				—				12.0				12.0
	Total		$	227.1			$	92.1			$	3.0			$	322.2			$	11.8			$	218.4			$	63.8			$	294.0			$	2.9			$	127.1			$	130.0

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Note 9:	Expense and Other Income

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			For the Years Ended December 31,
			2004				2003				2002
							(Restated)				(Restated)
(Losses) gains on sales of businesses			$	(18.2	)		$	0.3			$	(0.2	)
Gain on sale of Modem Media shares				0.8				30.3				—
Gain on sale of TNS shares				—				13.3				—
Gains on sales of other available-for-sale securities and miscellaneous investment income				6.7				6.4				8.5
	Total		$	(10.7	)		$	50.3			$	8.3

Note 10:	Provision for Income Taxes

			For the Years Ended December 31,
			Continuing Operations
			2004				2003				2002
							(Restated)				(Restated)
Domestic				(72.4	)			(8.8	)			335.3
Foreign				(194.6	)			(364.0	)			(219.6	)
	Total		$	(267.0	)		$	(372.8	)		$	115.7

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			For the Years Ended December 31,
			Continuing Operations
			2004				2003				2002
							(Restated)				(Restated)
Federal income taxes (including foreign withholding taxes):
Current			$	37.2			$	16.2			$	3.6
Deferred				18.2				39.6				116.3
			$	55.4			$	55.8			$	119.9
State and local income taxes:
Current			$	12.8			$	27.0			$	26.1
Deferred				(22.6	)			(9.0	)			2.5
			$	(9.8	)		$	18.0			$	28.6
Foreign income taxes:
Current			$	84.0			$	141.4			$	46.9
Deferred				132.6				27.5				(89.0	)
			$	216.6			$	168.9			$	(42.1	)
	Total		$	262.2			$	242.7			$	106.4

			December 31,
			2004				2003
							(Restated)
Postretirement/postemployment benefits			$	18.6			$	20.9
Deferred compensation				234.1				180.9
Pension costs				50.1				59.0
Basis differences in fixed assets				14.8				21.9
Rent				8.8				0.8
Interest				(4.5	)			(8.5	)
Accruals and reserves				130.5				142.5
Allowance for doubtful accounts				33.3				26.9
Basis differences in intangible assets				(5.3	)			18.9
Investments in equity securities				16.2				19.0
Tax loss/tax credit carry forwards				411.6				296.9
Restructuring and other merger-related costs				45.2				51.4
Other				70.4				80.0
	Total deferred tax assets, net			1,023.8				910.6
Valuation allowance				(488.6	)			(252.6	)
	Net deferred tax assets		$	535.2			$	658.0

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		For the Years Ended December 31,
		Continuing Operations
		2004				2003				2002
US Federal statutory income tax rate			35.0	%			35.0	%			35.0	%
Federal income tax provision (benefit) at statutory rate		$	(93.5	)		$	(130.5	)		$	40.5
State and local income taxes, net of federal income tax benefit			13.7				11.1				18.4
Impact of foreign operations, including withholding taxes			77.6				114.8				20.3
Change in valuation allowance			236.0				111.4				27.5
Goodwill and other long-lived asset impairment charges			26.3				103.6				7.2
Restructuring and other merger-related costs			(1.2	)			15.2				(0.1	)
Liquidation of Motorsports			(19.7	)			—				—
Other			23.0				17.1				(7.4	)
Provision (benefit) for income taxes		$	262.2			$	242.7			$	106.4
Effective tax rate on operations			98.2	%			65.1	%			92.0	%

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Note 11:	Debt

		December 31,
		2004								2003
		Book Value				Fair Value				Book Value				Fair Value
1.80% Convertible Subordinated Notes due 2004 (less unamortized discount of $5.9)		$	—			$	—			$	244.1			$	244.5
1.87% Convertible Subordinated Notes due 2006 (less unamortized discount of $23.5)			—				—				337.5				336.6
7.875% Senior Unsecured Notes due 2005			255.0				257.5				522.1				535.0
7.25% Senior Unsecured Notes due 2011			500.0				537.3				500.0				542.5
5.40% Senior Unsecured Notes due 2009 (less unamortized discount of $0.3)			249.7				252.9				—				—
6.25% Senior Unsecured Notes due 2014 (less unamortized discount of $1.0)			347.3				354.3				—				—
4.50% Convertible Senior Notes due 2023			800.0				1,045.0				800.0				1,224.0
Other notes payable and capitalized leases — at interest rates from 4.5% to 22.23%			42.1								42.1
Total long-term debt			2,194.1								2,445.8
Less: current portion			258.1								247.1
Long-term debt, excluding current portion		$	1,936.0							$	2,198.7

2005			$	258.1
2006				3.9
2007				2.1
2008				1.6
2009				250.5
Thereafter				1,677.9
	Total long-term debt		$	2,194.1

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			December 31,
			2004												2003
			Total				Amount				Total				Total				Amount				Total
			Facility				Outstanding				Available				Facility				Outstanding				Available
Committed
	364-Day Revolving Credit Facility		$	250.0			$	—			$	250.0			$	500.0			$	—			$	339.9	**
	Three-Year Revolving Credit Facility			450.0				—				284.6	*			—				—				—
	Five-Year Revolving Credit Facility			—				—				—				375.0				—				375.0
	Other Facilities			0.8				—				0.8				0.8				—				0.8
			$	700.8			$	—			$	535.4			$	875.8			$	—			$	715.7
Uncommitted
	International		$	738.1			$	67.8			$	670.3			$	744.8			$	69.8			$	675.0

*	Amount available is reduced by $165.4 of letters of credit issued under the Three-Year Revolving Credit Facility at December 31, 2004.

**	Amount available is reduced by $160.1 of letters of credit issued under the 364-Day Revolving Credit Facility at December 31, 2003.

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	(i) debt to EBITDA ratio of not greater than 3.25 to 1;
	(ii) minimum levels of EBITDA of not less than $750.0; and
	(iii) interest coverage ratio of not less than 3.75 to 1 for the period of four fiscal quarters then ended.

	(i) debt to EBITDA ratio of not greater than 4.25 to 1;
	(ii) minimum levels of EBITDA of not less than $550.0; and
	(iii) interest coverage ratio of not less than 3.0 to 1 for the four fiscal quarters ended December 31, 2004.

	(i) debt to EBITDA ratios as of the end of the fiscal quarter ended December 31, 2004, at a ratio of not greater than 4.25 to 1, as of the end of the fiscal quarter ended March 31, 2005, at a ratio of not greater than 4.8 to 1, as of the end of the fiscal quarter ended June 30, 2005, at a ratio of not greater than 5.65 to 1, and as of the end of each fiscal quarter thereafter, at a ratio of not greater than 3.25 to 1;
	(ii) minimum levels of EBITDA for the period of four fiscal quarters ended December 31, 2004 of not less than $550.0, for the period of four fiscal quarters ended March 31, 2005, of not less than $470.0, for the period of four fiscal quarters ended June 30, 2005, of not less than $400.0 and thereafter for each period of four fiscal quarters then ended of not less than $750.0; and
	(iii) interest coverage ratios as of the end of the fiscal quarter ended December 31, 2004, at a ratio of not less than 3.0 to 1, as of the end of the fiscal quarter ended March 31, 2005, at a ratio of not less than 2.4 to 1, as of the end of the fiscal quarter ended June 30, 2005, at a ratio of not less than 2.0 to 1 and as of the end of each fiscal quarter thereafter, at a ratio of not less than 3.75 to 1.

	(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

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	(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

Note 12:	Convertible Preferred Stock

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Note 13:	Incentive Plans

		2004								2003								2002
						Weighted-								Weighted-								Weighted-
						Average								Average								Average
		Options				Exercise Price				Options				Exercise Price				Options				Exercise Price
Stock options, beginning of year			41.9			$	26.60				42.3			$	29.35				38.3			$	28.82
Options granted			2.2			$	14.14				6.4			$	10.60				7.8			$	26.43
Options exercised			(0.7	)		$	10.64				(0.1	)		$	10.49				(2.8	)		$	14.24
Options cancelled, forfeited and expired			(3.9	)		$	25.40				(6.7	)		$	29.23				(1.0	)		$	28.78
Stock options, end of year			39.5			$	26.36				41.9			$	26.60				42.3			$	29.35
Options exercisable at year-end			21.1			$	28.94				20.8			$	27.49				19.8			$	25.16

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			Options Outstanding												Options Exercisable
			Number of				Weighted-								Number of
			Options				Average				Weighted-				Options				Weighted-
			Outstanding at				Remaining				Average				Exercisable				Average
			12/31/04				Contractual Life				Exercise Price				at 12/31/04				Exercise Price
Range of Exercise Prices
	$ 9.64 to $14.99			8.9				7.71			$	11.57				1.1			$	12.15
	$15.00 to $24.99			6.8				3.12			$	17.85				5.9			$	17.84
	$25.00 to $34.99			13.3				5.43			$	30.33				7.1			$	31.03
	$35.00 to $56.28			10.5				5.55			$	39.44				7.0			$	38.94
				39.5												21.1
Exercisable at December 31, 2004 through:
	December 31, 2005															0.8			$	11.94
	December 31, 2006															3.0			$	15.93
	December 31, 2007															1.5			$	18.93
	December 31, 2008															6.3			$	30.82
	December 31, 2009															2.9			$	34.61
	December 31, 2010															3.4			$	38.49
	December 31, 2011															2.7			$	33.35
	December 31, 2012															0.4			$	15.92
	December 31, 2013															0.1			$	9.64
Total																21.1			$	28.94

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Note 14:	Employee Benefits

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			Domestic Pension Plans												Foreign Pension Plans												Postretirement Benefits
For the Years Ended
December 31,			2004				2003				2002				2004				2003				2002				2004				2003				2002
							(Restated)				(Restated)								(Restated)				(Restated)								(Restated)				(Restated)
Service cost for benefits earned			$	0.7			$	0.7			$	0.7			$	17.1			$	15.6			$	11.1			$	0.4			$	0.6			$	0.7
Interest accrued on benefit obligation				8.7				9.7				10.1				18.1				14.7				11.7				3.9				3.1				3.5
Expected return on plan assets				(9.9	)			(7.3	)			(9.6	)			(11.6	)			(9.0	)			(9.8	)			—				—				—
Amortization of:
	Transition obligation			—				—				—				—				1.4				0.5				0.2				0.2				0.1
	Prior service cost			(0.1	)			(0.2	)			(0.3	)			-				0.1				0.5				—				—				—
	Unrecognized actuarial losses (gains)			4.1				6.1				3.3				4.9				3.5				0.3				0.4				(0.1	)			—
Net periodic cost			$	3.5			$	9.0			$	4.2			$	28.5			$	26.3			$	14.3			$	4.9			$	3.8			$	4.3

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		Domestic Pension Plans												Foreign Pension Plans												Postretirement Benefits
For the Years Ended December 31,		2004				2003				2002				2004				2003				2002				2004				2003				2002
Discount rate			6.15%				6.60%				7.10%				5.20%				5.40%				5.70%				6.25%				6.75%				7.25%
Rate of compensation increase			N/A				N/A				N/A				3.50%				3.10%				3.20%				N/A				N/A				N/A
Expected return on plan assets			8.65%				8.65%				8.90%				6.35%				6.50%				6.90%				N/A				N/A				N/A

		Domestic Pension																Postretirement
		Plans								Foreign Pension Plans								Benefits
For the Years Ended December 31,		2004				2003				2004				2003				2004				2003
						(Restated)								(Restated)								(Restated)
Change in projected benefit obligation
Projected benefit obligation at January 1		$	154.8			$	164.5			$	356.6			$	276.3			$	62.1			$	52.0
Service cost			0.7				0.7				17.1				15.6				0.4				0.6
Interest cost			8.7				9.7				18.1				14.7				3.9				3.1
Benefits paid			(14.2	)			(14.8	)			(16.3	)			(17.4	)			(7.0	)			(6.1	)
Plan participant contributions			—				—				2.7				2.4				1.3				1.1
Plan amendments			—				0.4				—				—				—				—
Actuarial losses			17.6				7.8				38.8				21.2				11.5				15.0
Foreign currency effect			—				—				28.8				40.7				—				—
Discontinued operations — NFO			—				(13.5	)			—				—				—				(3.6	)
Other			—				—				1.7				3.1				—				—
Projected benefit obligation at December 31		$	167.6			$	154.8			$	447.5			$	356.6			$	72.2			$	62.1
Change in fair value of plan assets
Fair value of plan assets at January 1		$	93.6			$	97.9			$	179.0			$	136.4			$	—			$	—
Actual return on plan assets			7.7				15.3				20.7				23.8				—				—
Employer contributions			32.1				1.8				15.1				18.5				5.7				5.0
Plan participant contributions			—				—				2.7				2.4				1.3				1.1
Benefits paid			(14.2	)			(14.8	)			(16.3	)			(17.4	)			(7.0	)			(6.1	)
Foreign currency effect			—				—				13.1				15.1				—				—
Discontinued operations — NFO			—				(6.6	)			—				—				—				—
Other			—				—				(0.7	)			0.2				—				—
Fair value of plan assets at December 31		$	119.2			$	93.6			$	213.6			$	179.0			$	—			$	—

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		Domestic Pension																Postretirement
		Plans								Foreign Pension Plans								Benefits
For the Years Ended December 31,		2004				2003				2004				2003				2004				2003
						(Restated)								(Restated)								(Restated)
Reconciliation of funded status to total amount recognized
Funded status of the plans		$	(48.4	)		$	(61.2	)		$	(233.9	)		$	(177.6	)		$	(72.2	)		$	(62.1	)
Unrecognized net actuarial losses			78.4				62.8				112.4				77.3				21.0				10.1
Unrecognized prior service cost			0.3				0.2				0.4				0.4				—				—
Unrecognized transition cost			—				—				3.2				3.3				1.2				1.4
Net asset (liability) recognized		$	30.3			$	1.8			$	(117.9	)		$	(96.6	)		$	(50.0	)		$	(50.6	)
Amounts recognized in consolidated balance sheet
Accrued benefit liability		$	(43.9	)		$	(57.6	)		$	(201.1	)		$	(150.4	)		$	(50.0	)		$	(50.6	)
Intangible asset			0.3				0.4				2.9				3.0				—				—
Currency translation adjustment			—				—				0.7				5.1				—				—
Accumulated other comprehensive income			73.9				59.0				79.6				45.7				—				—
Net asset (liability) recognized		$	30.3			$	1.8			$	(117.9	)		$	(96.6	)		$	(50.0	)		$	(50.6	)
Accumulated benefit obligation		$	163.1			$	151.3			$	411.2			$	319.9

		Domestic Pension								Foreign Pension								Postretirement
		Plans								Plans								Benefits
At December 31,		2004				2003				2004				2003				2004				2003
Discount rate			5.45%				6.15%				5.00%				5.35%				5.50%				6.25%
Rate of compensation increase			N/A				N/A				3.55%				3.50%				N/A				N/A
Healthcare cost trend rate assumed for next year Initial rate (weighted-average)																			9.00%				9.50%
Year ultimate rate is reached																			2012				2012
Ultimate rate																			5.50%				5.50%

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										Plan Assets at December 31,
		2005 Target
		Allocation								Domestic								Foreign
Asset category		Domestic				Foreign				2004				2003				2004				2003
Equity securities			50%				73%				54%				61%				73%				73%
Fixed income			25%				21%				21%				14%				18%				18%
Real estate			10%				4%				6%				10%				4%				4%
Other			15%				2%				19%				15%				5%				5%
Total			100%				100%				100%				100%				100%				100%

			1% Increase				1% Decrease
Effect of a one percentage point change in assumed healthcare cost trend
	-on total service and interest cost components		$	0.2			$	(0.2	)
	-on postretirement benefit obligation		$	3.3			$	(3.2	)

	Contributions

	Estimated Future Payments

			Domestic				Foreign				Postretirement
Years			Pension Plans				Pension Plans				Benefits
	2005		$	15.3			$	14.2			$	6.2
	2006		$	11.1			$	14.2			$	6.2
	2007		$	10.9			$	16.4			$	6.3
	2008		$	10.8			$	14.9			$	6.3
	2009		$	10.5			$	22.5			$	6.4
2010-2014			$	53.3			$	92.5			$	31.1

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Note 15:	Accumulated Other Comprehensive Loss

		December 31,
		2004				2003				2002
						(Restated)				(Restated)
Foreign currency translation adjustment		$	(145.8	)		$	(197.3	)		$	(319.3	)
Adjustment for minimum pension liability			(112.8	)			(65.2	)			(69.2	)
Unrealized holding gain (loss) on securities			10.0				3.4				(6.7	)
Accumulated other comprehensive loss, net of tax		$	(248.6	)		$	(259.1	)		$	(395.2	)

Note 16:	Derivative and Hedging Instruments

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Note 17:	Financial Instruments

			December 31,
			2004								2003
			Book Value				Fair Value				Book Value				Fair Value
											(Restated)
Investment securities:
	— Marketable securities		$	420.0			$	420.0			$	195.1			$	195.1
	— Cost investments			121.6				121.6				126.7				126.7
	— Other investments			47.1				47.1				120.1				120.1
Long-term debt				(2,152.0	)			(2,447.0	)			(2,403.7	)			(2,882.6	)
Financial commitments:
	— Other forward contracts			(4.0	)			(4.0	)			(3.1	)			(3.1	)
	— Put option obligations			(10.1	)			(10.1	)			(9.3	)			(9.3	)

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Note 18:	Segment Information

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		For the Years Ended December 31,
		2004				2003				2002
						(Restated)				(Restated)
Salaries, benefits and related expenses		$	151.2			$	129.0			$	131.1
Professional fees			143.4				49.8				28.5
Rent and depreciation			38.0				30.5				26.5
Corporate insurance			29.7				26.5				12.5
Bank fees			2.8				1.6				3.7
Other			11.4				9.4				17.7
Expenses allocated to operating divisions			(133.3	)			(118.1	)			(117.7	)
Total corporate and other		$	243.2			$	128.6			$	102.3

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			For the Years Ended December 31,
			2004				2003				2002
							(Restated)				(Restated)
Revenue:(1)
IAN			$	5,399.2			$	5,140.5			$	4,994.7
CMG				935.8				942.4				970.8
Motorsports				52.0				78.8				93.6
	Consolidated revenue		$	6,387.0			$	6,161.7			$	6,059.1
Segment operating income:
IAN			$	577.2			$	551.9			$	550.7
CMG				83.7				55.7				47.5
Motorsports				(14.0	)			(43.6	)			(82.2	)
Corporate and other				(243.2	)			(128.6	)			(102.3	)
	Total segment operating income		$	403.7			$	435.4			$	413.7
Reconciliation to income (loss) before taxes:
Restructuring charges				(62.2	)			(172.9	)			(7.9	)
Long-lived asset impairment and other charges				(435.8	)			(294.0	)			(130.0	)
Interest expense				(172.0	)			(207.0	)			(158.7	)
Debt prepayment penalty				(9.8	)			(24.8	)			—
Interest income				50.7				39.3				30.6
Investment impairments				(63.4	)			(71.5	)			(40.3	)
Litigation charges				32.5				(127.6	)			—
Other income (expense)				(10.7	)			50.3				8.3
	Income (loss) before income taxes		$	(267.0	)		$	(372.8	)		$	115.7
Total assets:
IAN			$	9,901.0			$	9,876.6			$	9,137.5
CMG				928.6				998.0				1,193.8
Motorsports				—				61.1				176.0
Corporate and other				1,442.7				1,510.2				1,397.7
	Total assets		$	12,272.3			$	12,445.9			$	11,905.0
Depreciation and amortization:
IAN			$	146.5			$	171.2			$	159.2
CMG				22.1				28.5				25.7
Motorsports				—				3.7				8.8
Corporate and other				16.5				13.1				13.1
	Total depreciation and amortization		$	185.1			$	216.5			$	206.8
Capital expenditures:
IAN			$	133.7			$	104.0			$	114.7
CMG				27.1				12.3				12.1
Motorsports				—				25.7				36.4
Corporate and other				33.2				17.6				8.2
	Total capital expenditures		$	194.0			$	159.6			$	171.4

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

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			For the Years Ended December 31,
			2004				2003				2002
							(Restated)				(Restated)
Long-Lived Assets:
US			$	2,721.7			$	2,436.2			$	2,495.0
International:
	UK			296.9				410.8				589.1
	All Other Europe			852.5				1,084.7				1,227.0
	Asia Pacific			127.7				184.4				189.6
	Latin America			139.4				146.0				192.8
	Other			223.2				272.8				202.9
Total international				1,639.7				2,098.7				2,401.4
Total consolidated			$	4,361.4			$	4,534.9			$	4,896.4
Revenue:
US			$	3,509.2			$	3,459.3			$	3,478.1
International:
	UK			654.1				662.6				666.5
	All Other Europe			1,219.3				1,130.5				1,034.0
	Asia Pacific			474.7				429.4				397.5
	Latin America			240.8				233.3				266.1
	Other			288.9				246.6				216.9
Total international				2,877.8				2,702.4				2,581.0
Total consolidated			$	6,387.0			$	6,161.7			$	6,059.1

Note 19:	Commitments and Contingencies

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		For the Years Ended December 31,
		2004				2003				2002
						(Restated)				(Restated)
Gross rent expense		$	433.0			$	440.2			$	432.0
Third-party sublease rental income			(24.6	)			(31.6	)			(24.7	)
Net rent expense		$	408.4			$	408.6			$	407.3

							Sublease
			Gross Rent				Rental				Net Rent
Period			Expense				Income				Expense
2005			$	319.1			$	(49.2	)		$	269.9
2006				289.1				(45.6	)			243.5
2007				252.7				(39.8	)			212.9
2008				220.1				(33.6	)			186.5
2009				185.9				(30.4	)			155.5
2010 and thereafter				924.1				(95.7	)			828.4
	Total		$	2,191.0			$	(294.3	)		$	1,896.7

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			2005				2006				2007				2008				2009				Thereafter				Total
Deferred Acquisition Payments
	Cash		$	48.0			$	5.7			$	2.1			$	0.9			$	4.3			$	—			$	61.0
	Stock			12.4				5.4				—				—				—				—				17.8
Put Options with Consolidated Affiliates*
	Cash			30.2				1.8				9.5				3.4				3.0				7.3				55.2
	Stock			0.1				0.1				—				—				—				—				0.2
Put Options with Unconsolidated Affiliates*
	Cash			5.4				3.4				3.9				3.0				2.2				1.4				19.3
	Stock			0.8				0.9				—				0.9				—				0.3				2.9
Call Options with Consolidated Affiliates*
	Cash			4.2				1.1				—				—				—				4.8				10.1
	Stock			—				0.5				—				—				—				—				0.5
	Subtotal — Cash		$	87.8			$	12.0			$	15.5			$	7.3			$	9.5			$	13.5			$	145.6
	Subtotal — Stock		$	13.3			$	6.9			$	—			$	0.9			$	—			$	0.3			$	21.4
	Total Contingent Acquisition Payments		$	101.1			$	18.9			$	15.5			$	8.2			$	9.5			$	13.8			$	167.0

	Cash		$	34.1			$	4.9			$	2.1			$	1.4			$	—			$	1.3			$	43.8
	Stock		$	1.8			$	0.2			$	—			$	—			$	—			$	—			$	2.0
	Subtotal		$	35.9			$	5.1			$	2.1			$	1.4			$	—			$	1.3			$	45.8
Total Payments			$	137.0			$	24.0			$	17.6			$	9.6			$	9.5			$	15.1			$	212.8

*	We have entered into certain acquisitions that contain both put and call options with similar terms and conditions. In such instances, we have included the related estimated contingent acquisition obligations with Put Options.

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Note 20:	Results by Quarter (Unaudited)

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		Three Months Ended								Three Months Ended								Three Months Ended								Three Months Ended
		March 31,								June 30,								September 30,								December 31,
		2004				2003				2004				2003				2004				2003				2004				2003
		(Restated)				(Restated)				(Restated)				(Restated)				(Restated)				(Restated)								(Restated)
REVENUE		$	1,389.4			$	1,310.0			$	1,512.8			$	1,542.8			$	1,519.1			$	1,452.2			$	1,965.7			$	1,856.7
OPERATING EXPENSES:
Salaries and related expenses			886.7				868.4				898.5				890.7				925.3				824.1				1,023.0				917.4
Office and general expenses			510.7				507.4				552.8				563.0				556.3				578.7				630.0				576.6
Restructuring charges (reversals)			61.6				0.4				3.9				94.5				1.1				47.8				(4.4	)			30.2
Long-lived asset impairment and other charges			5.7				11.1				3.1				11.0				307.6				227.0				5.8				44.9
Motorsports contract termination costs			—				—				80.0				—				33.6				—				—				—
Total operating expenses			1,464.7				1,387.3				1,538.3				1,559.2				1,823.9				1,677.6				1,654.4				1,569.1
OPERATING INCOME (LOSS)			(75.3	)			(77.3	)			(25.5	)			(16.4	)			(304.8	)			(225.4	)			311.3				287.6
EXPENSE AND OTHER INCOME:
Interest expense			(43.9	)			(49.6	)			(42.0	)			(55.4	)			(42.7	)			(50.1	)			(43.4	)			(51.9	)
Debt prepayment penalty			—				—				—				—				—				(24.8	)			(9.8	)			—
Interest income			9.8				8.1				10.4				10.2				11.1				9.6				19.4				11.4
Investment impairments			(3.2	)			(2.7	)			—				(9.8	)			(33.8	)			(17.0	)			(26.4	)			(42.0	)
Litigation charges			—				—				—				—				—				(127.6	)			32.5				—
Other income (expense)			1.3				(0.2	)			2.2				0.6				(0.7	)			1.4				(13.5	)			48.5
Total expense and other income			(36.0	)			(44.4	)			(29.4	)			(54.4	)			(66.1	)			(208.5	)			(41.2	)			(34.0	)
Income (loss) from continuing operations before provision for income taxes			(111.3	)			(121.7	)			(54.9	)			(70.8	)			(370.9	)			(433.9	)			270.1				253.6
Provision for income taxes			(29.0	)			(30.5	)			30.6				4.7				130.0				20.9				130.6				247.6
Income (loss) from continuing operations of consolidated companies			(82.3	)			(91.2	)			(85.5	)			(75.5	)			(500.9	)			(454.8	)			139.5				6.0
Income applicable to minority interests (net of tax)			(2.6	)			1.5				(4.2	)			(6.5	)			(4.4	)			(8.5	)			(10.3	)			(13.5	)
Equity in net income of unconsolidated affiliates (net of tax)			1.1				(3.2	)			1.3				1.8				2.3				(0.1	)			1.1				3.9
Income (loss) from continuing operations			(83.8	)			(92.9	)			(88.4	)			(80.2	)			(503.0	)			(463.4	)			130.3				(3.6	)
Dividends on preferred stock			4.8				—				5.0				—				5.0				—				5.0				—
Net income (loss) from continuing operations			(88.6	)			(92.9	)			(93.4	)			(80.2	)			(508.0	)			(463.4	)			125.3				(3.6	)
Income from discontinued operations (net of tax)			—				2.5				—				9.5				6.5				89.0				—				—
NET INCOME (LOSS) APPLICABLE TO COMMON STOCKHOLDERS		$	(88.6	)		$	(90.4	)		$	(93.4	)		$	(70.7	)		$	(501.5	)		$	(374.4	)		$	125.3			$	(3.6	)
Earnings (loss) per share of common stock:
Basic:
Continuing operations		$	(0.21	)		$	(0.24	)		$	(0.23	)		$	(0.21	)		$	(1.22	)		$	(1.20	)		$	0.25	**		$	(0.01	)
Discontinued operations			—				0.01				—				0.02				0.02				0.23				—				—
Total*		$	(0.21	)		$	(0.24	)*		$	(0.23	)		$	(0.18	)*		$	(1.21	)*		$	(0.97	)		$	0.25			$	(0.01	)
Diluted:
Continuing operations		$	(0.21	)		$	(0.24	)		$	(0.23	)		$	(0.21	)		$	(1.22	)		$	(1.20	)		$	0.22	**		$	(0.01	)
Discontinued operations			—				0.01				—				0.02				0.02				0.23				—				—
Total*		$	(0.21	)		$	(0.24	)*		$	(0.23	)		$	(0.18	)*		$	(1.21	)*		$	(0.97	)		$	0.22			$	(0.01	)
Weighted-average shares:
Basic			413.3				381.8				414.6				384.3				415.4				385.8				417.8				390.3
Diluted			413.3				381.8				414.6				384.3				415.4				385.8				518.9				390.3

*	Does not add due to rounding.

**	Due to the existence of income from continuing operations, basic and diluted EPS have been calculated using the two-class method pursuant to EITF Issue 03-6 for the quarter ended December 31, 2004. This resulted in a decrease of $22.6 and $12.2 in net income (numerator) for the basic and diluted EPS calculations, respectively, for the quarter ended December 31, 2004.

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			As of March 31,								As of June 30,								As of September 30,
			2004				2003				2004				2003				2004				2003
ASSETS:
Cash and cash equivalents			$	1,172.7			$	1,210.2			$	999.0			$	760.7			$	1,064.0			$	736.1
Short-term marketable securities				295.0				14.6				532.6				19.6				398.2				15.5
Accounts receivable, net of allowances				4,604.1				4,279.0				4,952.5				4,709.3				4,583.9				4,500.9
Expenditures billable to clients				370.9				437.6				384.2				447.2				385.2				422.3
Deferred income taxes				273.6				127.4				268.4				141.4				262.9				116.7
Prepaid expenses and other current assets				211.5				381.1				201.9				418.5				194.2				385.0
Assets held for sale				—				414.6				—				452.2				—				—
	Total current assets			6,927.8				6,864.5				7,338.6				6,948.9				6,888.4				6,176.5
Land, buildings and equipment, net				682.3				763.4				669.3				775.3				673.3				747.9
Deferred income taxes				439.0				554.8				453.0				580.4				350.6				676.3
Investments				241.0				340.8				236.2				332.5				190.0				374.3
Goodwill				3,288.8				3,251.7				3,374.1				3,353.3				3,087.0				3,200.6
Other intangible assets, net of amortization				44.6				7.6				41.3				43.4				40.0				40.6
Other assets				268.0				308.8				276.2				271.7				270.2				279.5
	Total non-current assets			4,963.7				5,227.1				5,050.1				5,356.6				4,611.1				5,319.2
TOTAL ASSETS			$	11,891.5			$	12,091.6			$	12,388.7			$	12,305.5			$	11,499.5			$	11,495.7
LIABILITIES:
Accounts payable			$	5,449.2			$	5,034.1			$	6,174.1			$	5,702.3				5,728.1			$	5,350.8
Accrued liabilities				1,183.6				1,148.4				1,083.3				1,178.5				1,100.4				1,252.4
Short-term debt				133.2				666.7				97.6				172.8				77.3				353.4
Liabilities held for sale				—				121.1				—				149.0				—				—
	Total current liabilities			6,766.0				6,970.3				7,355.0				7,202.6				6,905.8				6,956.6
Long-term debt				2,197.3				2,623.5				2,194.8				2,593.4				2,194.2				2,197.9
Deferred compensation and employee benefits				518.1				534.5				506.7				557.4				517.7				586.2
Other non-current liabilities				336.9				220.0				350.4				176.5				378.6				307.0
Minority interests in consolidated subsidiaries				59.7				60.1				52.9				57.0				51.3				58.5
Total non-current liabilities				3,112.0				3,438.1				3,104.8				3,384.3				3,141.8				3,149.6
TOTAL LIABILITIES			$	9,878.0			$	10,408.4			$	10,459.8			$	10,586.9			$	10,047.6			$	10,106.2
Commitments and contingencies (Note 19)
STOCKHOLDERS’ EQUITY:
Preferred stock, no par value, shares authorized: 20.0				373.7				—				373.7				—				373.7				—
	shares issued and outstanding: 2004 — 7.5; 2003 — 7.5
Common stock, $0.10 par value, shares authorized: 800.0				41.8				39.0				42.2				39.1				42.3				39.2
	shares issued: 2004 — 424.9; 2003 — 418.4
	shares outstanding: 2004 — 424.5; 2003 — 418.2
Additional paid-in capital				2,065.5				1,766.5				2,119.1				1,743.6				2,116.1				1,753.3
Retained earnings (deficit)				(123.6	)			408.9				(212.0	)			338.2				(708.5	)			(36.2	)
Accumulated other comprehensive loss, net of tax				(279.8	)			(377.9	)			(296.8	)			(309.5	)			(281.4	)			(283.9	)
				2,077.6				1,836.5				2,026.2				1,811.4				1,542.2				1,472.4
Less:
Treasury stock, at cost: 2004 — 0.4 shares; 2003 — 0.3 shares				(14.0	)			(65.0	)			(14.0	)			(11.3	)			(14.0	)			(11.3	)
Unamortized deferred compensation				(50.1	)			(88.3	)			(83.3	)			(81.5	)			(76.3	)			(71.6	)
TOTAL STOCKHOLDERS’ EQUITY			$	2,013.5			$	1,683.2			$	1,928.9			$	1,718.6			$	1,451.9			$	1,389.5
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY			$	11,891.5			$	12,091.6			$	12,388.7			$	12,305.5			$	11,499.5			$	11,495.7

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			Three Months Ended								Six Months Ended								Nine Months Ended
			March 31,								June 30,								September 30,
			2004				2003				2004				2003				2004				2003
CASH FLOWS FROM OPERATING ACTIVITIES FROM CONTINUING OPERATIONS:
Net cash used in operating activities from continuing operations			$	(342.3	)		$	(276.5	)		$	(101.3	)		$	(23.4	)		$	(115.2	)		$	(153.0	)
CASH FLOWS FROM INVESTING ACTIVITIES FROM CONTINUING OPERATIONS:
	Acquisitions, including deferred payments, net of cash acquired			(39.0	)			(43.5	)			(136.3	)			(130.4	)			(143.8	)			(193.3	)
	Capital expenditures			(37.8	)			(29.6	)			(77.5	)			(72.1	)			(119.3	)			(94.2	)
	Proceeds from sales of businesses and fixed assets			17.4				6.9				29.2				3.9				28.1				17.4
	Proceeds from sales of investments			3.9				14.2				10.6				21.3				22.9				25.2
	Purchases of investments			(7.2	)			(20.2	)			(10.2	)			(37.6	)			(15.9	)			(30.9	)
	Maturities of short-term marketable securities			371.0				11.2				575.8				28.9				865.0				39.6
	Purchases of short-term marketable securities			(470.4	)			(5.7	)			(912.9	)			(27.8	)			(1,067.5	)			(34.3	)
	Proceeds from the sale of discontinued operations, net of cash sold			—				—				—				—				10.0				376.7
Net cash provided by investing activities from continuing operations				(162.1	)			(66.7	)			(521.3	)			(213.8	)			(420.5	)			106.2
CASH FLOWS FROM FINANCING ACTIVITIES FROM CONTINUING OPERATIONS:
	Increase (decrease) in short-term bank borrowings			60.4				(181.9	)			23.4				(186.5	)			3.1				(238.7	)
	Payments of long-term debt			(244.4	)			(0.7	)			(244.7	)			(581.4	)			(245.1	)			(741.3	)
	Proceeds from long-term debt			0.5				800.7				0.5				800.9				1.0				800.8
	Debt issuance costs			—				(22.6	)			(2.3	)			(26.9	)			(2.3	)			(27.5	)
	Preferred stock issuance costs			(0.8	)			—				—				—				—				—
	Preferred stock dividends			(4.8	)			—				(9.8	)			—				(14.8	)			—
	Issuance of common stock			(2.3	)			2.9				0.1				8.0				0.7				3.1
	Distributions to minority interests			(2.7	)			(0.2	)			(10.9	)			(7.4	)			(17.3	)			(12.5	)
	Contributions from unconsolidated affiliates			4.9				1.0				6.1				0.5				6.8				0.5
Net cash (used in) provided by financing activities from continuing operations				(189.2	)			599.2				(237.6	)			7.2				(267.9	)			(215.6	)
Effect of exchange rates on cash and cash equivalents				(5.6	)			13.9				(12.7	)			50.9				(4.3	)			58.7
Net cash (used in) provided by discontinued operations				—				(12.9	)			—				(13.4	)			—				(13.4	)
Increase (decrease) in cash and cash equivalents				(699.2	)			257.0				(872.9	)			(192.5	)			(807.9	)			(217.1	)
Cash and cash equivalents at beginning of year				1,871.9				953.2				1,871.9				953.2				1,871.9				953.2
Cash and cash equivalents at end of period			$	1,172.7			$	1,210.2			$	999.0			$	760.7			$	1,064.0			$	736.1

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			Three Months Ended March 31, 2004
			As Previously				Effect of				As
			Reported				Restatement				Restated
			(Unaudited)
REVENUE			$	1,395.1			$	(5.7	)		$	1,389.4
OPERATING EXPENSES:
	Salaries and related expenses			874.0				12.7				886.7
	Office and general expenses			463.3				47.4				510.7
	Restructuring charges			62.6				(1.0	)			61.6
	Long-lived asset impairment and other charges			5.6				0.1				5.7
Total operating expenses				1,405.5				59.2				1,464.7
OPERATING INCOME (LOSS)				(10.4	)			(64.9	)			(75.3	)
EXPENSE AND OTHER INCOME:
	Interest expense			(39.1	)			(4.8	)			(43.9	)
	Interest income			9.7				0.1				9.8
	Investment impairments			(3.2	)			—				(3.2	)
	Other income (expense)			1.1				0.2				1.3
Total expense and other income				(31.5	)			(4.5	)			(36.0	)
Loss before provision for income taxes				(41.9	)			(69.4	)			(111.3	)
	Provision for income taxes			(26.8	)			(2.2	)			(29.0	)
Loss of consolidated companies				(15.1	)			(67.2	)			(82.3	)
	Income applicable to minority interests (net of tax)			(2.4	)			(0.2	)			(2.6	)
	Equity in net income of unconsolidated affiliates (net of tax)			0.6				0.5				1.1
Loss				(16.9	)			(66.9	)			(83.8	)
Dividends on preferred stock				4.8				—				4.8
Net Loss				(21.7	)			(66.9	)			(88.6	)
NET LOSS APPLICABLE TO COMMON STOCKHOLDERS			$	(21.7	)		$	(66.9	)		$	(88.6	)
Loss per share of common stock:
	Basic		$	(0.05	)		$	(0.16	)		$	(0.21	)
	Diluted		$	(0.05	)		$	(0.16	)		$	(0.21	)
Weighted-average shares:
	Basic			413.3								413.3
	Diluted			413.3								413.3

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			Three Months Ended June 30, 2004
			As Previously				Effect of				As
			Reported				Restatement				Restated
			(Unaudited)
REVENUE			$	1,544.1			$	(31.3	)		$	1,512.8
OPERATING EXPENSES:
	Salaries and related expenses			893.8				4.7				898.5
	Office and general expenses			506.8				46.0				552.8
	Restructuring charges			2.0				1.9				3.9
	Long-lived asset impairment and other charges			3.0				0.1				3.1
	Motorsports contract termination costs			80.0				—				80.0
Total operating expenses				1,485.6				52.7				1,538.3
OPERATING INCOME (LOSS)				58.5				(84.0	)			(25.5	)
EXPENSE AND OTHER INCOME:
	Interest expense			(38.4	)			(3.6	)			(42.0	)
	Interest income			10.4				—				10.4
	Other income (expense)			2.3				(0.1	)			2.2
Total expense and other income				(25.7	)			(3.7	)			(29.4	)
Income (loss) from continuing operations before provision for income taxes				32.8				(87.7	)			(54.9	)
	Provision for income taxes			33.4				(2.8	)			30.6
Loss of consolidated companies				(0.6	)			(84.9	)			(85.5	)
	Income applicable to minority interests			(5.6	)			1.4				(4.2	)
	Equity in net income of unconsolidated affiliates			0.8				0.5				1.3
Loss				(5.4	)			(83.0	)			(88.4	)
Dividends on preferred stock				5.0				—				5.0
Net Loss				(10.4	)			(83.0	)			(93.4	)
NET LOSS APPLICABLE TO COMMON STOCKHOLDERS			$	(10.4	)		$	(83.0	)		$	(93.4	)
Loss per share of common stock:
	Basic		$	(0.03	)		$	(0.20	)		$	(0.23	)
	Diluted		$	(0.03	)		$	(0.20	)		$	(0.23	)
Weighted-average shares:
	Basic			414.6								414.6
	Diluted			414.6								414.6

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			Three Months Ended September 30, 2004
			As Previously				Effect of				As
			Reported				Restatement				Restated
			(Unaudited)
REVENUE			$	1,508.8			$	10.3			$	1,519.1
OPERATING EXPENSES:
	Salaries and related expenses			924.8				0.5				925.3
	Office and general expenses			519.5				36.8				556.3
	Restructuring charges			1.0				0.1				1.1
	Long-lived asset impairment and other charges			450.1				(142.5	)			307.6
	Motorsports contract termination costs			33.6				—				33.6
Total operating expenses				1,929.0				(105.1	)			1,823.9
OPERATING INCOME (LOSS)				(420.2	)			115.4				(304.8	)
EXPENSE AND OTHER INCOME:
	Interest expense			(39.8	)			(2.9	)			(42.7	)
	Interest income			11.1				—				11.1
	Investment impairments			(33.8	)			—				(33.8	)
	Other income (expense)			(0.7	)			—				(0.7	)
Total expense and other income				(63.2	)			(2.9	)			(66.1	)
Loss from continuing operations before provision for income taxes				(483.4	)			112.5				(370.9	)
	Provision for income taxes			98.6				31.4				130.0
Loss from continuing operations of consolidated companies				(582.0	)			81.1				(500.9	)
	Income applicable to minority interests			(5.1	)			0.7				(4.4	)
	Equity in net income of unconsolidated affiliates			2.2				0.1				2.3
Loss from continuing operations				(584.9	)			81.9				(503.0	)
Dividends on preferred stock				5.0				—				5.0
Net loss from continuing operations				(589.9	)			81.9				(508.0	)
Income from discontinued operations (net of tax)				6.5				—				6.5
NET LOSS APPLICABLE TO COMMON STOCKHOLDERS			$	(583.4	)		$	81.9			$	(501.5	)
Earnings (loss) per share of common stock:
Basic:
	Continuing operations		$	(1.42	)		$	0.20			$	(1.22	)
	Discontinued operations			0.02				—				0.02
Total*			$	(1.40	)		$	0.19			$	(1.21	)
Diluted:
	Continuing operations		$	(1.42	)		$	0.20			$	(1.22	)
	Discontinued operations			0.02				—				0.02
Total*			$	(1.40	)		$	0.19			$	(1.21	)
Weighted-average shares:
	Basic			415.4								415.4
	Diluted			415.4								415.4

*	Does not add due to rounding.

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			Three Months Ended March 31, 2003
			As Previously				Effect of				As
			Reported				Restatement				Restated
			(Unaudited)
REVENUE			$	1,315.7			$	(5.7	)		$	1,310.0
OPERATING EXPENSES:
	Salaries and related expenses			854.7				13.7				868.4
	Office and general expenses			429.1				78.3				507.4
	Restructuring charges			—				0.4				0.4
	Long-lived asset impairment and other charges			11.1				—				11.1
Total operating expenses				1,294.9				92.4				1,387.3
OPERATING INCOME (LOSS)				20.8				(98.1	)			(77.3	)
EXPENSE AND OTHER INCOME:
	Interest expense			(38.8	)			(10.8	)			(49.6	)
	Interest income			7.9				0.2				8.1
	Investment impairments			(2.7	)			—				(2.7	)
	Litigation charges			—				—				—
	Other income (expense)			(0.2	)			—				(0.2	)
Total expense and other income				(33.8	)			(10.6	)			(44.4	)
Loss from continuing operations before provision for income taxes				(13.0	)			(108.7	)			(121.7	)
	Provision for income taxes			(5.6	)			(24.9	)			(30.5	)
Loss from continuing operations of consolidated companies				(7.4	)			(83.8	)			(91.2	)
	Income applicable to minority interests			(0.6	)			2.1				1.5
	Equity in net income of unconsolidated affiliates			(3.2	)			—				(3.2	)
Net loss from continuing operations				(11.2	)			(81.7	)			(92.9	)
Income from discontinued operations (net of tax)				2.6				(0.1	)			2.5
NET LOSS APPLICABLE TO COMMON STOCKHOLDERS			$	(8.6	)		$	(81.8	)		$	(90.4	)
Earnings (loss) per share of common stock:
Basic:
	Continuing operations		$	(0.03	)		$	(0.21	)		$	(0.24	)
	Discontinued operations			0.01				—				0.01
Total*			$	(0.02	)		$	(0.22	)		$	(0.24	)
Diluted:
	Continuing operations		$	(0.03	)		$	(0.21	)		$	(0.24	)
	Discontinued operations			0.01				—				0.01
Total*			$	(0.02	)		$	(0.22	)		$	(0.24	)
Weighted-average shares:
	Basic			381.8				—				381.8
	Diluted			381.8				—				381.8

*	Does not add due to rounding.

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			Three Months Ended June 30, 2003
			As Previously				Effect of				As
			Reported				Restatement				Restated
			(Unaudited)
REVENUE			$	1,499.4			$	43.4			$	1,542.8
OPERATING EXPENSES:
	Salaries and related expenses			878.4				12.3				890.7
	Office and general expenses			463.7				99.3				563.0
	Restructuring charges			94.4				0.1				94.5
	Long-lived asset impairment and other charges			11.0				—				11.0
Total operating expenses				1,447.5				111.7				1,559.2
OPERATING INCOME (LOSS)				51.9				(68.3	)			(16.4	)
EXPENSE AND OTHER INCOME:
	Interest expense			(46.1	)			(9.3	)			(55.4	)
	Interest income			10.2				—				10.2
	Investment impairments			(9.8	)			—				(9.8	)
	Other income (expense)			0.3				0.3				0.6
Total expense and other income				(45.4	)			(9.0	)			(54.4	)
Income (loss) from continuing operations before provision for income taxes				6.5				(77.3	)			(70.8	)
	Provision for income taxes			22.4				(17.7	)			4.7
Loss from continuing operations of consolidated companies				(15.9	)			(59.6	)			(75.5	)
	Income applicable to minority interests			(8.4	)			1.9				(6.5	)
	Equity in net income of unconsolidated affiliates			1.3				0.5				1.8
Net loss from continuing operations				(23.0	)			(57.2	)			(80.2	)
Income from discontinued operations (net of tax)				9.5				—				9.5
NET LOSS APPLICABLE TO COMMON STOCKHOLDERS			$	(13.5	)		$	(57.2	)		$	(70.7	)
Earnings (loss) per share of common stock:
Basic:
	Continuing operations		$	(0.06	)		$	(0.15	)		$	(0.21	)
	Discontinued operations			0.02				—				0.02
Total*			$	(0.04	)		$	(0.14	)		$	(0.18	)
Diluted:
	Continuing operations		$	(0.06	)		$	(0.15	)		$	(0.21	)
	Discontinued operations			0.02				—				0.02
Total*			$	(0.04	)		$	(0.14	)		$	(0.18	)
Weighted-average shares:
	Basic			384.3								384.3
	Diluted			384.3								384.3

*	Does not add due to rounding.

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			Three Months Ended September 30, 2003
			As Previously				Effect of				As
			Reported				Restatement				Restated
			(Unaudited)
REVENUE			$	1,418.9			$	33.3			$	1,452.2
OPERATING EXPENSES:
	Salaries and related expenses			810.9				13.2				824.1
	Office and general expenses			508.4				70.3				578.7
	Restructuring charges			48.0				(0.2	)			47.8
	Long-lived asset impairment and other charges			222.7				4.3				227.0
Total operating expenses				1,590.0				87.6				1,677.6
OPERATING INCOME (LOSS)				(171.1	)			(54.3	)			(225.4	)
EXPENSE AND OTHER INCOME:
	Interest expense			(43.5	)			(6.6	)			(50.1	)
	Debt prepayment penalty			(24.8	)			—				(24.8	)
	Interest income			9.5				0.1				9.6
	Investment impairments			(29.7	)			12.7				(17.0	)
	Litigation charges			(127.6	)			—				(127.6	)
	Other income (expense)			1.2				0.2				1.4
Total expense and other income				(214.9	)			6.4				(208.5	)
Loss from continuing operations before provision for income taxes				(386.0	)			(47.9	)			(433.9	)
	Provision for income taxes			19.5				1.4				20.9
Loss from continuing operations of consolidated companies				(405.5	)			(49.3	)			(454.8	)
	Income applicable to minority interests			(10.4	)			1.9				(8.5	)
	Equity in net income of unconsolidated affiliates			(0.3	)			0.2				(0.1	)
Net loss from continuing operations				(416.2	)			(47.2	)			(463.4	)
Income from discontinued operations (net of tax)				89.1				(0.1	)			89.0
NET LOSS APPLICABLE TO COMMON STOCKHOLDERS			$	(327.1	)		$	(47.3	)		$	(374.4	)
Earnings (loss) per share of common stock:
Basic:
	Continuing operations		$	(1.08	)		$	(0.12	)		$	(1.20	)
	Discontinued operations			0.23				—				0.23
Total			$	(0.85	)		$	(0.12	)		$	(0.97	)
Diluted:
	Continuing operations		$	(1.08	)		$	(0.12	)		$	(1.20	)
	Discontinued operations			0.23				—				0.23
Total			$	(0.85	)		$	(0.12	)		$	(0.97	)
Weighted-average shares:
	Basic			385.8								385.8
	Diluted			385.8								385.8

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			Three Months Ended December 31, 2003
			As Previously				Effect of
			Reported				Restatement				As Restated
			(Unaudited)
REVENUE			$	1,629.4			$	227.3			$	1,856.7
OPERATING EXPENSES:
	Salaries and related expenses			907.8				9.6				917.4
	Office and general expenses			495.7				80.9				576.6
	Restructuring charges			33.2				(3.0	)			30.2
	Long-lived asset impairment and other charges			42.1				2.8				44.9
Total operating expenses				1,478.8				90.3				1,569.1
OPERATING INCOME (LOSS)				150.6				137.0				287.6
EXPENSE AND OTHER INCOME:
	Interest expense			(44.4	)			(7.5	)			(51.9	)
	Interest income			11.3				0.1				11.4
	Investment impairments			(42.7	)			0.7				(42.0	)
	Other income (expense)			48.7				(0.2	)			48.5
Total expense and other income				(27.1	)			(6.9	)			(34.0	)
Income before provision for income taxes				123.5				130.1				253.6
	Provision for income taxes			217.7				29.9				247.6
Income (loss) of consolidated companies				(94.2	)			100.2				6.0
	Income applicable to minority interests			(11.5	)			(2.0	)			(13.5	)
	Equity in net income of unconsolidated affiliates			3.2				0.7				3.9
Net income (loss)				(102.5	)			98.9				(3.6	)
NET INCOME (LOSS) APPLICABLE TO COMMON STOCKHOLDERS			$	(102.5	)		$	98.9			$	(3.6	)
Earnings (loss) per share of common stock:
Basic:
	Continuing operations		$	(0.26	)		$	0.25			$	(0.01	)
	Discontinued operations			—				—				—
Total			$	(0.26	)		$	0.25			$	(0.01	)
Diluted:
	Continuing operations		$	(0.26	)		$	0.25			$	(0.01	)
	Discontinued operations			—				—				—
Total			$	(0.26	)		$	0.25			$	(0.01	)
Weighted-average shares:
	Basic			390.3								390.3
	Diluted			390.3								390.3

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			As of March 31, 2004
			As Previously				Effect of				As
			Reported				Restatement				Restated
			(Unaudited)
ASSETS:
Cash and cash equivalents			$	1,395.3			$	(222.6	)		$	1,172.7
Short-term marketable securities				—				295.0				295.0
Accounts receivable, less allowance of $133.9				4,584.3				19.8				4,604.1
Expenditures billable to clients				316.8				54.1				370.9
Deferred income taxes				201.1				72.5				273.6
Prepaid expenses and other current assets				249.7				(38.2	)			211.5
	Total current assets			6,747.2				180.6				6,927.8
Land, buildings and equipment, net				656.3				26.0				682.3
Deferred income taxes				397.2				41.8				439.0
Investments				240.3				0.7				241.0
Goodwill				3,345.4				(56.6	)			3,288.8
Other intangible assets, net of amortization				42.0				2.6				44.6
Other assets				272.1				(4.1	)			268.0
	Total non-current assets			4,953.3				10.4				4,963.7
TOTAL ASSETS			$	11,700.5			$	191.0			$	11,891.5
LIABILITIES:
Accounts payable			$	5,050.4			$	398.8			$	5,449.2
Accrued liabilities				990.3				193.3				1,183.6
Short-term debt				98.2				35.0				133.2
	Total current liabilities			6,138.9				627.1				6,766.0
Long-term debt				2,190.6				6.7				2,197.3
Deferred compensation and employee benefits				512.6				5.5				518.1
Other non-current liabilities				226.8				110.1				336.9
Minority interests in consolidated subsidiaries				64.5				(4.8	)			59.7
	Total non-current liabilities			2,994.5				117.5				3,112.0
TOTAL LIABILITIES			$	9,133.4			$	744.6			$	9,878.0
Commitments and contingencies (Note 19)
STOCKHOLDERS’ EQUITY:
Preferred stock, no par value, shares authorized: 20.0 shares issued and outstanding: 2004 — 7.5				373.7				—				373.7
Common stock, $0.10 par value, shares authorized: 800.0 shares issued: 2004 — 418.3 shares outstanding: 2004 — 417.9				41.8				—				41.8
Additional paid-in capital				2,069.5				(4.0	)			2,065.5
Retained earnings (deficit)				384.6				(508.2	)			(123.6	)
Accumulated other comprehensive loss, net of tax				(236.3	)			(43.5	)			(279.8	)
				2,633.3				(555.7	)			2,077.6
Less:
Treasury stock, at cost: 2004 — 0.4 shares				(14.0	)			—				(14.0	)
Unamortized deferred compensation				(52.2	)			2.1				(50.1	)
TOTAL STOCKHOLDERS’ EQUITY			$	2,567.1			$	(553.6	)		$	2,013.5
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY			$	11,700.5			$	191.0			$	11,891.5

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			As of June 30, 2004
			As Previously				Effect of				As
			Reported				Restatement				Restated
			(Unaudited)
ASSETS:
Cash and cash equivalents			$	1,434.3			$	(435.3	)		$	999.0
Short-term marketable securities				—				532.6				532.6
Accounts receivable, net of allowance of $133.2				4,937.7				14.8				4,952.5
Expenditures billable to clients				330.9				53.3				384.2
Deferred income taxes				201.4				67.0				268.4
Prepaid expenses and other current assets				223.0				(21.1	)			201.9
	Total current assets			7,127.3				211.3				7,338.6
Land, buildings and equipment, net				643.0				26.3				669.3
Deferred income taxes				404.1				48.9				453.0
Investments				235.0				1.2				236.2
Goodwill				3,428.9				(54.8	)			3,374.1
Other intangible assets, net of amortization				38.9				2.4				41.3
Other assets				279.0				(2.8	)			276.2
	Total non-current assets			5,028.9				21.2				5,050.1
TOTAL ASSETS			$	12,156.2			$	232.5			$	12,388.7
LIABILITIES:
Accounts payable			$	5,724.4			$	449.7			$	6,174.1
Accrued liabilities				838.5				244.8				1,083.3
Short-term debt				34.8				62.8				97.6
	Total current liabilities			6,597.7				757.3				7,355.0
Long-term debt				2,189.3				5.5				2,194.8
Deferred compensation and employee benefits				501.4				5.3				506.7
Other non-current liabilities				249.1				101.3				350.4
Minority interests in consolidated subsidiaries				56.3				(3.4	)			52.9
	Total non-current liabilities			2,996.1				108.7				3,104.8
TOTAL LIABILITIES			$	9,593.8			$	866.0			$	10,459.8
Commitments and contingencies (Note 19)
STOCKHOLDERS’ EQUITY:
Preferred stock, no par value, shares authorized: 20.0 shares issued and outstanding: 2004 — 7.5				373.7				—				373.7
Common stock, $0.10 par value, shares authorized: 800.0 shares issued: 2004 — 422.4 shares outstanding: 2004 — 422.0				42.2				—				42.2
Additional paid-in capital				2,129.1				(10.0	)			2,119.1
Retained earnings (deficit)				374.2				(586.2	)			(212.0	)
Accumulated other comprehensive loss, net of tax				(257.4	)			(39.4	)			(296.8	)
				2,661.8				(635.6	)			2,026.2
Less:
Treasury stock, at cost: 2004 — 0.4 shares				(14.0	)			—				(14.0	)
Unamortized deferred compensation				(85.4	)			2.1				(83.3	)
TOTAL STOCKHOLDERS’ EQUITY			$	2,562.4			$	(633.5	)		$	1,928.9
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY			$	12,156.2			$	232.5			$	12,388.7

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			As of September 30, 2004
			As Previously				Effect of				As
			Reported				Restatement				Restated
			(Unaudited)
ASSETS:
Cash and cash equivalents			$	1,438.5			$	(374.5	)		$	1,064.0
Short-term marketable securities				—				398.2				398.2
Accounts receivable, net of allowance of $143.4				4,578.7				5.2				4,583.9
Expenditures billable to clients				315.2				70.0				385.2
Deferred income taxes				201.4				61.5				262.9
Prepaid expenses and other current assets				203.4				(9.2	)			194.2
	Total current assets			6,737.2				151.2				6,888.4
Land, buildings and equipment, net				646.3				27.0				673.3
Deferred income taxes				325.7				24.9				350.6
Investments				183.8				6.2				190.0
Goodwill				2,998.7				88.3				3,087.0
Other intangible assets, net of amortization				37.6				2.4				40.0
Other assets				273.0				(2.8	)			270.2
	Total non-current assets			4,465.1				146.0				4,611.1
TOTAL ASSETS			$	11,202.3			$	297.2			$	11,499.5
LIABILITIES:
Accounts payable			$	5,247.3			$	480.8			$	5,728.1
Accrued liabilities				849.4				251.0				1,100.4
Short-term debt				74.5				2.8				77.3
	Total current liabilities			6,171.2				734.6				6,905.8
Long-term debt				2,188.9				5.3				2,194.2
Deferred compensation and employee benefits				512.8				4.9				517.7
Other non-current liabilities				272.2				106.4				378.6
Minority interests in consolidated subsidiaries				55.4				(4.1	)			51.3
	Total non-current liabilities			3,029.3				112.5				3,141.8
TOTAL LIABILITIES			$	9,200.5			$	847.1			$	10,047.6
Commitments and contingencies (Note 19)
STOCKHOLDERS’ EQUITY:
Preferred stock, no par value, shares authorized: 20.0 shares issued and outstanding: 2004 — 7.5				373.7				—				373.7
Common stock, $0.10 par value, shares authorized: 800.0 shares issued: 2004 — 422.8 shares outstanding: 2004 — 422.4				42.3				—				42.3
Additional paid-in capital				2,131.0				(14.9	)			2,116.1
Retained earnings (deficit)				(209.2	)			(499.3	)			(708.5	)
Accumulated other comprehensive loss, net of tax				(243.6	)			(37.8	)			(281.4	)
				2,094.2				(552.0	)			1,542.2
Less:
Treasury stock, at cost: 2004 — 0.4 shares				(14.0	)			—				(14.0	)
Unamortized deferred compensation				(78.4	)			2.1				(76.3	)
TOTAL STOCKHOLDERS’ EQUITY			$	2,001.8			$	(549.9	)		$	1,451.9
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY			$	11,202.3			$	297.2			$	11,499.5

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	Goodwill Impairments

190

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191

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			As of March 31, 2003
			As Previously				Effect of				As
			Reported				Restatement				Restated
			(Unaudited)
ASSETS:
Cash and cash equivalents			$	1,188.2			$	22.0			$	1,210.2
Short-term marketable securities				—				14.6				14.6
Accounts receivable, net of allowance of $142.5				4,254.1				24.9				4,279.0
Expenditures billable to clients				390.4				47.2				437.6
Deferred income taxes				58.4				69.0				127.4
Prepaid expenses and other current assets				413.6				(32.5	)			381.1
Assets held for sale				414.6				—				414.6
	Total current assets			6,719.3				145.2				6,864.5
Land, buildings and equipment, net				727.5				35.9				763.4
Deferred income taxes				508.5				46.3				554.8
Investments				388.8				(48.0	)			340.8
Goodwill				3,300.6				(48.9	)			3,251.7
Other intangible assets, net of amortization				6.5				1.1				7.6
Other assets				311.9				(3.1	)			308.8
	Total non-current assets			5,243.8				(16.7	)			5,227.1
TOTAL ASSETS			$	11,963.1			$	128.5			$	12,091.6
LIABILITIES:
Accounts payable			$	4,677.4			$	356.7			$	5,034.1
Accrued liabilities				1,020.8				127.6				1,148.4
Short-term debt				662.6				4.1				666.7
Liabilities held for sale				121.1				—				121.1
	Total current liabilities			6,481.9				488.4				6,970.3
Long-term debt				2,618.0				5.5				2,623.5
Deferred compensation and employee benefits				525.6				8.9				534.5
Other non-current liabilities				121.6				98.4				220.0
Minority interests in consolidated subsidiaries				64.5				(4.4	)			60.1
	Total non-current liabilities			3,329.7				108.4				3,438.1
TOTAL LIABILITIES			$	9,811.6			$	596.8			$	10,408.4
Commitments and contingencies (Note 19)
STOCKHOLDERS’ EQUITY:
Common stock, $0.10 par value, shares authorized: 550.0 shares issued: 2003 — 389.6 shares outstanding: 2003 — 388.0				39.0				—				39.0
Additional paid-in capital				1,765.7				0.8				1,766.5
Retained earnings (deficit)				849.4				(440.5	)			408.9
Accumulated other comprehensive loss, net of tax				(347.2	)			(30.7	)			(377.9	)
				2,306.9				(470.4	)			1,836.5
Less:
Treasury stock, at cost: 2003 — 1.6 shares				(65.0	)			—				(65.0	)
Unamortized deferred compensation				(90.4	)			2.1				(88.3	)
TOTAL STOCKHOLDERS’ EQUITY			$	2,151.5			$	(468.3	)		$	1,683.2
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY			$	11,963.1			$	128.5			$	12,091.6

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				As of June 30, 2003
				As Previously				Effect of				As
				Reported				Restatement				Restated
				(Unaudited)
ASSETS:
Cash and cash equivalents				$	700.1			$	60.6			$	760.7
Short-term marketable securities					—				19.6				19.6
Accounts receivable, net of allowance of $157.9					4,681.4				27.9				4,709.3
Expenditures billable to clients					414.8				32.4				447.2
Deferred income taxes					69.4				72.0				141.4
Prepaid expenses and other current assets					452.5				(34.0	)			418.5
Assets held for sale					452.2				—				452.2
		Total current assets			6,770.4				178.5				6,948.9
Land, buildings and equipment, net					740.0				35.3				775.3
Deferred income taxes					516.3				64.1				580.4
Investments					352.2				(19.7	)			332.5
Goodwill					3,399.3				(46.0	)			3,353.3
Other intangible assets, net of amortization					43.6				(0.2	)			43.4
Other assets					274.9				(3.2	)			271.7
		Total non-current assets			5,326.3				30.3				5,356.6
TOTAL ASSETS				$	12,096.7			$	208.8			$	12,305.5
LIABILITIES:
Accounts payable				$	5,282.7			$	419.6			$	5,702.3
Accrued liabilities					1,036.6				141.9				1,178.5
Short-term debt					129.5				43.3				172.8
Liabilities held for sale					149.0				—				149.0
		Total current liabilities			6,597.8				604.8				7,202.6
Long-term debt					2,587.1				6.3				2,593.4
Deferred compensation and employee benefits					547.4				10.0				557.4
Other non-current liabilities					75.9				100.6				176.5
Minority interests in consolidated subsidiaries					63.0				(6.0	)			57.0
		Total non-current liabilities			3,273.4				110.9				3,384.3
TOTAL LIABILITIES				$	9,871.2			$	715.7			$	10,586.9
Commitments and contingencies (Note 19)
STOCKHOLDERS’ EQUITY:
Common stock, $0.10 par value, shares authorized: 800.0
	shares issued: 2003 — 391.1				—				—				—
	shares outstanding: 2003 — 391.0				39.1				—				39.1
Additional paid-in capital					1,742.9				0.7				1,743.6
Retained earnings (deficit)					835.9				(497.7	)			338.2
Accumulated other comprehensive loss, net of tax					(297.5	)			(12.0	)			(309.5	)
					2,320.4				(509.0	)			1,811.4
Less:
Treasury stock, at cost: 2003 — 0.1 shares					(11.3	)			—				(11.3	)
Unamortized deferred compensation					(83.6	)			2.1				(81.5	)
TOTAL STOCKHOLDERS’ EQUITY				$	2,225.5			$	(506.9	)		$	1,718.6
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY				$	12,096.7			$	208.8			$	12,305.5

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			As of September 30, 2003
			As Previously				Effect of				As
			Reported				Restatement				Restated
			(Unaudited)
ASSETS:
Cash and cash equivalents			$	695.5			$	40.6			$	736.1
Short-term marketable securities				—				15.5				15.5
Accounts receivable, net of allowance of $163.6				4,474.9				26.0				4,500.9
Expenditures billable to clients				389.1				33.2				422.3
Deferred income taxes				41.7				75.0				116.7
Prepaid expenses and other current assets				411.9				(26.9	)			385.0
	Total current assets			6,013.1				163.4				6,176.5
Land, buildings and equipment, net				713.8				34.1				747.9
Deferred income taxes				610.5				65.8				676.3
Investments				371.0				3.3				374.3
Goodwill				3,241.1				(40.5	)			3,200.6
Other intangible assets, net of amortization				40.1				0.5				40.6
Other assets				282.5				(3.0	)			279.5
	Total non-current assets			5,259.0				60.2			$	5,319.2
TOTAL ASSETS			$	11,272.1			$	223.6			$	11,495.7
LIABILITIES:
Accounts payable			$	4,889.0			$	461.8			$	5,350.8
Accrued liabilities				1,092.1				160.3				1,252.4
Short-term debt				326.9				26.5				353.4
	Total current liabilities			6,308.0				648.6				6,956.6
Long-term debt				2,191.0				6.9				2,197.9
Deferred compensation and employee benefits				576.8				9.4				586.2
Other non-current liabilities				190.5				116.5				307.0
Minority interests in consolidated subsidiaries				64.7				(6.2	)			58.5
	Total non-current liabilities			3,023.0				126.6				3,149.6
TOTAL LIABILITIES			$	9,331.0			$	775.2			$	10,106.2
Commitments and contingencies (Note 19)
STOCKHOLDERS’ EQUITY:
Common stock, $0.10 par value, shares authorized: 800.0
	shares issued: 2003 — 392.0
	shares outstanding: 2003 — 391.7			39.2				—				39.2
Additional paid-in capital				1,752.6				0.7				1,753.3
Retained earnings (deficit)				508.8				(545.0	)			(36.2	)
Accumulated other comprehensive loss, net of tax				(274.5	)			(9.4	)			(283.9	)
				2,026.1				(553.7	)			1,472.4
Less:
Treasury stock, at cost: 2003 — 0.3 shares				(11.3	)			—				(11.3	)
Unamortized deferred compensation				(73.7	)			2.1				(71.6	)
TOTAL STOCKHOLDERS’ EQUITY			$	1,941.1			$	(551.6	)		$	1,389.5
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY			$	11,272.1			$	223.6			$	11,495.7

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			Three Months Ended March 31, 2004
			As Previously				Effect of				As
			Reported				Restatement				Restated
			(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net cash used in operating activities			$	(347.1	)		$	4.8			$	(342.3	)
CASH FLOWS FROM INVESTING ACTIVITIES:
	Acquisitions, including deferred payments, net of cash acquired			(39.0	)			—				(39.0	)
	Capital expenditures			(37.8	)			—				(37.8	)
	Proceeds from sales of businesses and fixed assets			17.1				0.3				17.4
	Proceeds from sales of investments			3.9				—				3.9
	Purchases of investments			(7.2	)			—				(7.2	)
	Maturities of short-term marketable securities			13.0				358.0				371.0
	Purchases of short-term marketable securities			(14.8	)			(455.6	)			(470.4	)
	Proceeds from the sale of discontinued operations, net of cash sold			—				—				—
	Net cash used in investing activities			(64.8	)			(97.3	)			(162.1	)
CASH FLOWS FROM FINANCING ACTIVITIES FROM CONTINUING OPERATIONS:
	Increase (decrease) in short-term bank borrowings			59.8				0.6				60.4
	Payments of long-term debt			(244.4	)			—				(244.4	)
	Proceeds from long-term debt			0.5				—				0.5
	Preferred stock issuance costs			(0.8	)			—				(0.8	)
	Preferred stock dividends			(4.8	)			—				(4.8	)
	Common stock transaction			(2.3	)			—				(2.3	)
	Distributions to minority interests			(2.7	)			—				(2.7	)
	Contributions from unconsolidated affiliates			4.9				—				4.9
	Net cash used in financing activities from continuing operations			(189.8	)			0.6				(189.2	)
Effect of exchange rates on cash and cash equivalents				(8.7	)			3.1				(5.6	)
Decrease in cash and cash equivalents				(610.4	)			(88.8	)			(699.2	)
Cash and cash equivalents at beginning of year				2,005.7				(133.8	)			1,871.9
Cash and cash equivalents at end of period			$	1,395.3			$	(222.6	)		$	1,172.7

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			Six Months Ended June 30, 2004
			As Previously				Effect of				As
			Reported				Restatement				Restated
			(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net cash used in operating activities			$	(116.8	)		$	15.5			$	(101.3	)
CASH FLOWS FROM INVESTING ACTIVITIES:
	Acquisitions, including deferred payments, net of cash acquired			(136.3	)			—				(136.3	)
	Capital expenditures			(77.5	)			—				(77.5	)
	Proceeds from sales of businesses and fixed assets			28.9				0.3				29.2
	Proceeds from sales of investments			10.6				—				10.6
	Purchases of investments			(10.3	)			0.1				(10.2	)
	Maturities of short-term marketable securities			43.2				532.6				575.8
	Purchases of short-term marketable securities			(35.4	)			(877.5	)			(912.9	)
	Net cash used in investing activities			(176.8	)			(344.5	)			(521.3	)
CASH FLOWS FROM FINANCING ACTIVITIES:
	Increase (decrease) in short-term bank borrowings			(5.1	)			28.5				23.4
	Payments of long-term debt			(244.7	)			—				(244.7	)
	Proceeds from long-term debt			0.5				—				0.5
	Debt issuance costs			(2.3	)			—				(2.3	)
	Preferred stock dividends			(9.8	)			—				(9.8	)
	Issuance of common stock			0.9				(0.8	)			0.1
	Distributions to minority interests			(10.9	)			—				(10.9	)
	Contributions from unconsolidated affiliates			6.1				—				6.1
	Net cash (used in) financing activities			(265.3	)			27.7				(237.6	)
Effect of exchange rates on cash and cash equivalents				(12.5	)			(0.2	)			(12.7	)
Decrease in cash and cash equivalents				(571.4	)			(301.5	)			(872.9	)
Cash and cash equivalents at beginning of year				2,005.7				(133.8	)			1,871.9
Cash and cash equivalents at end of period			$	1,434.3			$	(435.3	)		$	999.0

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			Nine Months Ended September 30, 2004
			As Previously				Effect of				As
			Reported				Restatement				Restated
			(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net cash used in by operating activities			$	(126.3	)			11.1				(115.2	)
CASH FLOWS FROM INVESTING ACTIVITIES:
	Acquisitions, including deferred payments, net of cash acquired			(143.8	)			—				(143.8	)
	Capital expenditures			(119.3	)			—				(119.3	)
	Proceeds from sales of businesses and fixed assets			28.2				(0.1	)			28.1
	Proceeds from sales of investments			22.9				—				22.9
	Purchases of investments			(15.8	)			(0.1	)			(15.9	)
	Maturities of short-term marketable securities			56.8				808.2				865.0
	Purchases of short-term marketable securities			(39.9	)			(1,027.6	)			(1,067.5	)
	Proceeds from the sale of discontinued operations, net of cash sold			10.0				—				10.0
	Net cash used in investing activities			(200.9	)			(219.6	)			(420.5	)
CASH FLOWS FROM FINANCING ACTIVITIES:
	Increase (decrease) in short-term bank borrowings			34.5				(31.4	)			3.1
	Payments of long-term debt			(245.1	)			—				(245.1	)
	Proceeds from long-term debt			1.0				—				1.0
	Debt issuance costs			(2.3	)			—				(2.3	)
	Preferred stock dividends			(14.8	)			—				(14.8	)
	Issuance of common stock			1.5				(0.8	)			0.7
	Distributions to minority interests			(17.3	)			—				(17.3	)
	Contributions from unconsolidated affiliates			6.8				—				6.8
	Net cash (used in) financing activities from continuing operations			(235.7	)			(32.2	)			(267.9	)
Effect of exchange rates on cash and cash equivalents				(4.3	)			—				(4.3	)
Decrease in cash and cash equivalents				(567.2	)			(240.7	)			(807.9	)
Cash and cash equivalents at beginning of year				2,005.7				(133.8	)			1,871.9
Cash and cash equivalents at end of period			$	1,438.5			$	(374.5	)		$	1,064.0

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			Three Months Ended March 31, 2003
			As Previously				Effect of				As
			Reported				Restatement				Restated
			(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES FROM CONTINUING OPERATIONS:
Net cash used in operating activities from continuing operations			$	(278.1	)		$	1.6			$	(276.5	)
CASH FLOWS FROM INVESTING ACTIVITIES FROM CONTINUING OPERATIONS:
	Acquisitions, including deferred payments, net of cash acquired			(52.9	)			9.4				(43.5	)
	Capital expenditures			(29.6	)			—				(29.6	)
	Proceeds from sales of businesses and fixed assets			6.9				—				6.9
	Proceeds from sales of investments			14.2				—				14.2
	Purchases of investments			(17.0	)			(3.2	)			(20.2	)
	Maturities of short-term marketable securities			11.2				—				11.2
	Purchases of short-term marketable securities			(18.7	)			13.0				(5.7	)
	Net cash used in investing activities from continuing operations			(85.9	)			19.2				(66.7	)
CASH FLOWS FROM FINANCING ACTIVITIES FROM CONTINUING OPERATIONS:
	Decrease in short-term bank borrowings			(164.3	)			(17.6	)			(181.9	)
	Payments of long-term debt			(0.7	)			—				(0.7	)
	Proceeds from long-term debt			800.7								800.7
	Debt issuance costs and consent fees			(22.6	)			—				(22.6	)
	Issuance of common stock			2.9				—				2.9
	Distributions to minority interests			(0.2	)			—				(0.2	)
	Contributions from unconsolidated affiliates			1.0				—				1.0
	Net cash provided by financing activities from continuing operations			616.8				(17.6	)			599.2
Effect of exchange rates on cash and cash equivalents				15.3				(1.4	)			13.9
Net cash used in discontinued operations				(12.9	)			—				(12.9	)
Increase in cash and cash equivalents				255.2				1.8				257.0
Cash and cash equivalents at beginning of year				933.0				20.2				953.2
Cash and cash equivalents at end of period			$	1,188.2			$	22.0			$	1,210.2

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			Six Months Ended June 30, 2003
			As Previously				Effect of				As
			Reported				Restatement				Restated
			(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES FROM CONTINUING OPERATIONS:
Net cash used in operating activities from continuing operations			$	(19.8	)		$	(3.6	)		$	(23.4	)
CASH FLOWS FROM INVESTING ACTIVITIES FROM CONTINUING OPERATIONS:
	Acquisitions, including deferred payments, net of cash acquired			(141.3	)			10.9				(130.4	)
	Capital expenditures			(72.1	)							(72.1	)
	Proceeds from sales of businesses and fixed assets			3.9								3.9
	Proceeds from sales of investments			21.3								21.3
	Purchases of investments			(37.6	)							(37.6	)
	Maturities of short-term marketable securities			17.2				11.7				28.9
	Purchases of short-term marketable securities			(27.8	)			—				(27.8	)
	Net cash used in investing activities from continuing operations			(236.4	)			22.6				(213.8	)
CASH FLOWS FROM FINANCING ACTIVITIES FROM CONTINUING OPERATIONS:
	Decrease in short-term bank borrowings			(209.1	)			22.6				(186.5	)
	Payments of long-term debt			(581.4	)			—				(581.4	)
	Proceeds from long-term debt			800.9				—				800.9
	Proceeds from termination of interest rate swaps			—				—				—
	Debt issuance costs			(26.9	)			—				(26.9	)
	Issuance of common stock			8.0				—				8.0
	Distributions to minority interests			(7.4	)			—				(7.4	)
	Contributions from unconsolidated affiliates			0.5				—				0.5
	Net cash (used in) provided by financing activities from continuing operations			(15.4	)			22.6				7.2
Effect of exchange rates on cash and cash equivalents				52.1				(1.2	)			50.9
Net cash used in discontinued operations				(13.4	)			—				(13.4	)
Decrease in cash and cash equivalents				(232.9	)			40.4				(192.5	)
Cash and cash equivalents at beginning of year				933.0				20.2				953.2
Cash and cash equivalents at end of period			$	700.1			$	60.6			$	760.7

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			Nine Months Ended September 30, 2003
			As Previously				Effect of				As
			Reported				Restatement				Restated
			(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES FROM CONTINUING OPERATIONS:
Net cash used in operating activities from continuing operations			$	(154.0	)		$	1.0			$	(153.0	)
CASH FLOWS FROM INVESTING ACTIVITIES FROM CONTINUING OPERATIONS:
	Acquisitions, including deferred payments, net of cash acquired			(194.0	)			0.7				(193.3	)
	Capital expenditures			(94.2	)			—				(94.2	)
	Proceeds from sales of businesses and fixed assets			17.4				—				17.4
	Proceeds from sales of investments			25.2				—				25.2
	Purchases of investments			(30.9	)			—				(30.9	)
	Maturities of short-term marketable securities			26.3				13.3				39.6
	Purchases of short-term marketable securities			(34.3	)			—				(34.3	)
	Proceeds from the sale of discontinued operations, net of cash sold			376.7				—				376.7
	Net cash provided by investing activities from continuing operations			92.2				14.0				106.2
CASH FLOWS FROM FINANCING ACTIVITIES FROM CONTINUING OPERATIONS:
	Decrease in short-term bank borrowings			(243.4	)			4.7				(238.7	)
	Payments of long-term debt			(743.4	)			2.1				(741.3	)
	Proceeds from long-term debt			800.8				—				800.8
	Debt issuance costs			(27.5	)			—				(27.5	)
	Issuance of common stock			3.1				—				3.1
	Distributions to minority interests			(12.5	)			—				(12.5	)
	Contributions from unconsolidated affiliates			0.5				—				0.5
	Net cash (used in) financing activities from continuing operations			(222.4	)			6.8				(215.6	)
Effect of exchange rates on cash and cash equivalents				60.1				(1.4	)			58.7
Net cash (used in) discontinued operations				(13.4	)			—				(13.4	)
Decrease in cash and cash equivalents				(237.5	)			20.4				(217.1	)
Cash and cash equivalents at beginning of year				933.0				20.2				953.2
Cash and cash equivalents at end of period			$	695.5			$	40.6			$	736.1

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			Impact of Adjustments on Revenue
			3/31/2004				6/30/2004				9/30/2004				3/31/2003				6/30/2003				9/30/2003				12/31/2003
As previously reported			$	1,395.1			$	1,544.1			$	1,508.8			$	1,315.7			$	1,499.4			$	1,418.9			$	1,629.4
	Revenue Recognition Related to Vendor Discounts or Credits			(7.2	)			(11.6	)			(8.7	)			(0.1	)			(3.5	)			(4.5	)			(42.5	)
	Revenue Recognition related to Customer Contracts			(48.6	)			(71.4	)			(27.9	)			(96.5	)			(61.6	)			(45.2	)			184.6
	Accounting for Out-of-Pocket Expenses			—				—				—				—				—				—				—
	Gross versus Net Revenue Presentation			47.9				51.5				38.6				84.7				104.2				80.4				86.3
	Internal Investigations			(1.9	)			(3.3	)			0.2				(0.8	)			(0.8	)			(1.1	)			(4.5	)
	Other Adjustments			4.1				3.5				8.1				7.0				5.1				3.7				3.4
Total Adjustments				(5.7	)			(31.3	)			10.3				(5.7	)			43.4				33.3				227.3
As restated			$	1,389.4			$	1,512.8			$	1,519.1			$	1,310.0			$	1,542.8			$	1,452.2			$	1,856.7

			Impact of Adjustments on Net Income (Loss) from Continuing Operations and Earnings per Share
			For the Quarter Ended March 31, 2004												For the Quarter Ended March 31, 2003
							Basic Earnings												Basic Earnings
							(Loss) Per				Diluted Earnings								(Loss) Per				Diluted Earnings
							Share of				(Loss) Per								Share of				(Loss) Per
			Net Income				Common				Share of				Net Income				Common				Share of
			(Loss)				Stock				Common Stock				(Loss)				Stock				Common Stock
As previously reported			$	(21.7	)		$	(0.05	)		$	(0.05	)		$	(11.2	)		$	(0.03	)		$	(0.03	)
	Revenue Recognition Related to Vendor Discounts or Credits			(6.9	)			(0.02	)			(0.02	)			19.1				0.05				0.05
	Revenue Recognition Related to Customer Contracts			(47.6	)			(0.12	)			(0.12	)			(96.2	)			(0.25	)			(0.25	)
	Future Obligations Related to Prior Acquisitions			(3.1	)			(0.01	)			(0.01	)			(3.3	)			(0.01	)			(0.01	)
	Internal Investigations			(4.2	)			(0.01	)			(0.01	)			(5.4	)			(0.01	)			(0.01	)
	International Compensation Arrangements			(2.4	)			(0.01	)			(0.01	)			(0.7	)			—				—
	Accounting for Leases			1.4				—				—				(9.1	)			(0.02	)			(0.02	)
	Other Adjustments			(4.1	)			(0.01	)			(0.01	)			13.9				0.04				0.04
Total Restatement Adjustments*				(66.9	)			(0.16	)			(0.16	)			(81.7	)			(0.21	)			(0.21	)
As restated			$	(88.6	)		$	(0.21	)		$	(0.21	)		$	(92.9	)		$	(0.24	)		$	(0.24	)
	Weighted-average shares:							413.3				413.3								381.8				381.8

*	Earnings (loss) per share does not add due to rounding.

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			Impact of Adjustments on Net Income (Loss) from Continuing Operations and Earnings per Share
			For the Quarter Ended June 30, 2004												For the Quarter Ended June 30, 2003
							Basic Earnings												Basic Earnings
							(Loss) Per				Diluted Earnings								(Loss) Per				Diluted Earnings
							Share of				(Loss) Per								Share of				(Loss) Per
			Net Income				Common				Share of				Net Income				Common				Share of
			(Loss)				Stock				Common Stock				(Loss)				Stock				Common Stock
As previously reported			$	(10.4	)		$	(0.03	)		$	(0.03	)		$	(23.0	)		$	(0.06	)		$	(0.06	)
	Revenue Recognition Related to Vendor Discounts or Credits			(11.2	)			(0.03	)			(0.03	)			9.1				0.02				0.02
	Revenue Recognition Related to Customer Contracts			(69.8	)			(0.17	)			(0.17	)			(58.7	)			(0.15	)			(0.15	)
	Future Obligations Related to Prior Acquisitions			0.7				—				—				(3.3	)			(0.01	)			(0.01	)
	Pre-Acquisition Earnings			—				—				—				—				—				—
	Internal Investigations			(5.6	)			(0.01	)			(0.01	)			(4.6	)			(0.01	)			(0.01	)
	International Compensation Arrangements			(2.5	)			(0.01	)			(0.01	)			(1.1	)			—				—
	Accounting for Leases			0.8				—				—				(7.1	)			(0.02	)			(0.02	)
	Other Adjustments			4.6				0.01				0.01				8.5				0.02				0.02
Total Restatement Adjustments*				(83.0	)			(0.20	)			(0.20	)			(57.2	)			(0.15	)			(0.15	)
As restated			$	(93.4	)		$	(0.23	)		$	(0.23	)		$	(80.2	)		$	(0.21	)		$	(0.21	)
	Weighted-average shares:							414.6				414.6								384.3				384.3

			Impact of Adjustments on Net Income (Loss) from Continuing Operations and Earnings per Share
			For the Quarter Ended September 30, 2004												For the Quarter Ended September 30, 2003
							Basic Earnings												Basic Earnings
							(Loss) Per				Diluted Earnings								(Loss) Per				Diluted Earnings
							Share of				(Loss) Per								Share of				(Loss) Per
			Net Income				Common				Share of				Net Income				Common				Share of
			(Loss)				Stock				Common Stock				(Loss)				Stock				Common Stock
As previously reported			$	(589.9	)		$	(1.42	)		$	(1.42	)		$	(416.2	)		$	(1.08	)		$	(1.08	)
	Revenue Recognition Related to Vendor Discounts or Credits			(16.9	)			(0.04	)			(0.04	)			(4.2	)			(0.01	)			(0.01	)
	Revenue Recognition Related to Customer Contracts			(38.2	)			(0.09	)			(0.09	)			(40.7	)			(0.11	)			(0.11	)
	Future Obligations Related to Prior Acquisitions			(0.6	)			—				—				(15.1	)			(0.04	)			(0.04	)
	Pre-Acquisition Earnings			—				—				—				—				—				—
	Internal Investigations			2.5				0.01				0.01				(2.7	)			(0.01	)			(0.01	)
	International Compensation Arrangements			(2.0	)			—				—				(2.4	)			(0.01	)			(0.01	)
	Accounting for Leases			(4.0	)			(0.01	)			(0.01	)			2.7				0.01				0.01
	Other Adjustments			(4.1	)			(0.01	)			(0.01	)			15.2				0.04				0.04
	Goodwill and Investment Impairment			145.2				0.35				0.35				—				—				—
Total Restatement Adjustments*				81.9				0.20				0.20				(47.2	)			(0.12	)			(0.12	)
As restated			$	(508.0	)		$	(1.22	)		$	(1.22	)		$	(463.4	)		$	(1.20	)		$	(1.20	)
	Weighted-average shares:							415.4				415.4								385.8				385.8

*	Earnings (loss) per share does not add due to rounding.

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			Impact of Adjustments on Net Income (Loss) from
			Continuing Operations and Earnings per Share
			For the Quarter Ended December 31, 2003
							Basic Earnings				Diluted Earnings
			Net Income				(Loss) Per Share of				(Loss) Per Share of
			(Loss)				Common Stock				Common Stock
As previously reported			$	(102.5	)		$	(0.26	)		$	(0.26	)
	Revenue Recognition Related to Vendor Discounts or Credits			(69.5	)			(0.18	)			(0.18	)
	Revenue Recognition Related to Customer Contracts			179.7				0.46				0.46
	Future Obligations Related to Prior Acquisitions			(2.4	)			(0.01	)			(0.01	)
	Internal Investigations			(5.8	)			(0.01	)			(0.01	)
	International Compensation Arrangements			(4.6	)			(0.01	)			(0.01	)
	Accounting for Leases			11.0				0.03				0.03
	Other Adjustments			(9.5	)			(0.02	)			(0.02	)
Total Restatement Adjustments*				98.9				0.25				0.25
As restated			$	(3.6	)			(0.01	)			(0.01	)
Weighted-average shares:								390.3				390.3

			Impact of Adjustments on Consolidated Balance Sheet Accounts
			As of March 31, 2004												As of March 31, 2003
							Total				Stockholders’								Total				Stockholders’
			Total Assets				Liabilities				Equity				Total Assets				Liabilities				Equity
As previously reported			$	11,700.5			$	9,133.4			$	2,567.1			$	11,963.1			$	9,811.6			$	2,151.5
	Revenue Recognition Related to Vendor Discounts or Credits			36.6				207.2				(170.6	)			45.8				131.2				(85.4	)
	Revenue Recognition Related to Customer Contracts			35.6				172.1				(136.5	)			35.7				196.5				(160.8	)
	Future Obligations Related to Prior Acquisitions			(2.4	)			67.1				(69.5	)			(5.0	)			40.4				(45.4	)
	Pre-Acquisition Earnings			(33.2	)			(2.5	)			(30.7	)			(33.0	)			(2.6	)			(30.4	)
	Internal Investigations			—				56.1				(56.1	)			(6.4	)			30.4				(36.8	)
	International Compensation Arrangements			2.8				31.6				(28.8	)			3.8				22.0				(18.2	)
	Accounting for Leases			37.2				64.8				(27.6	)			44.2				76.9				(32.7	)
	Other Adjustments			114.4				148.2				(33.8	)			43.4				102.0				(58.6	)
Total Adjustments				191.0				744.6				(553.6	)			128.5				596.8				(468.3	)
As restated			$	11,891.5			$	9,878.0			$	2,013.5			$	12,091.6			$	10,408.4			$	1,683.2

*	Earnings (loss) per share does not add due to rounding.

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			Impacts of Adjustments on Consolidated Balance Sheet Accounts
			As of June 30, 2004												As of June 30, 2003
							Total				Stockholders’								Total				Stockholders’
			Total Assets				Liabilities				Equity				Total Assets				Liabilities				Equity
As previously reported			$	12,156.2			$	9,593.8			$	2,562.4			$	12,096.7			$	9,871.2			$	2,225.5
	Revenue Recognition Related to Vendor Discounts or Credits			37.6				217.6				(180.0	)			58.9				139.4				(80.5	)
	Revenue Recognition Related to Customer Contracts			33.9				238.6				(204.7	)			34.6				258.3				(223.7	)
	Future Obligations Related to Prior Acquisitions			(1.0	)			68.6				(69.6	)			(5.0	)			43.9				(48.9	)
	Pre-Acquisition Earnings			(33.2	)			(2.6	)			(30.6	)			(33.1	)			(2.6	)			(30.5	)
	Internal Investigations			3.5				64.4				(60.9	)			(8.4	)			33.7				(42.1	)
	International Compensation Arrangements			2.7				34.1				(31.4	)			5.1				24.4				(19.3	)
	Accounting for Leases			38.3				64.8				(26.5	)			40.5				81.1				(40.6	)
	Other Adjustments			150.7				180.5				(29.8	)			116.2				137.5				(21.3	)
	Goodwill and Investment Impairment			—				—				—				—				—				—
Total Adjustments				232.5				866.0				(633.5	)			208.8				715.7				(506.9	)
As restated			$	12,388.7			$	10,459.8			$	1,928.9			$	12,305.5			$	10,586.9			$	1,718.6

			Impacts of Adjustments on Consolidated Balance Sheet Accounts
			As of September 30, 2004												As of September 30, 2003
							Total				Stockholders’								Total				Stockholders’
			Total Assets				Liabilities				Equity				Total Assets				Liabilities				Equity
As previously reported			$	11,202.3			$	9,200.5			$	2,001.8			$	11,272.1			$	9,331.0			$	1,941.1
	Revenue Recognition Related to Vendor Discounts or Credits			30.7				228.4				(197.7	)			59.2				144.4				(85.2	)
	Revenue Recognition Related to Customer Contracts			20.0				264.8				(244.8	)			32.4				299.5				(267.1	)
	Future Obligations Related to Prior Acquisitions			(1.4	)			68.8				(70.2	)			(2.3	)			61.7				(64.0	)
	Pre-Acquisition Earnings			(33.3	)			(2.6	)			(30.7	)			(33.1	)			(2.6	)			(30.5	)
	Internal Investigations			10.2				69.2				(59.0	)			(5.3	)			39.7				(45.0	)
	International Compensation Arrangements			3.2				36.6				(33.4	)			5.1				26.8				(21.7	)
	Accounting for Leases			31.3				62.0				(30.7	)			39.2				77.5				(38.3	)
	Other Adjustments			91.3				119.9				(28.6	)			128.4				128.2				0.2
	Goodwill and Investment Impairment			145.2				—				145.2				—				—				—
Total Adjustments				297.2				847.1				(549.9	)			223.6				775.2				(551.6	)
As restated			$	11,499.5			$	10,047.6			$	1,451.9			$	11,495.7			$	10,106.2			$	1,389.5

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Column A			Column B				Column C				Column D				Column E				Column F
			Additions/(Deductions)
			Balance at				Charged to				Charged								Balance
			Beginning				Costs &				to Other								at End
Description			of Period				Expenses				Accounts				Deductions				of Period
			(Amounts in millions)
Allowance for Doubtful Accounts — deducted from Accounts Receivable in the Consolidated Balance Sheet:
	2004		$	134.1			$	36.7			$	—	(1)		$	(3.0	)(4)		$	136.1
											$	(0.8	) (2)		$	(45.6	) (5)
											$	6.8	(3)		$	7.9	(6)
	2003 (Restated)		$	138.3			$	32.6			$	8.5	(1)		$	(2.3	)(4)		$	134.1
											$	(2.1	) (2)		$	(34.0	) (5)
															$	(6.9	)(6)
	2002 (Restated)		$	89.0			$	74.7			$	0.1	(1)		$	(45.4	) (5)		$	138.3
											$	1.8	(2)		$	0.9	(6)
											$	17.2	(3)

(1)	Allowance for doubtful accounts of acquired and newly consolidated companies.
(2)	Miscellaneous.
(3)	Reclassifications.
(4)	Dispositions.
(5)	Principally amounts written off.
(6)	Foreign currency translation adjustment.

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Column A			Column B				Column C				Column D				Column E				Column F
			Additions
			Balance at				Charged to				Charged								Balance
			Beginning				Costs &				to Other								at End
Description			of Period				Expenses				Accounts				Deductions				of Period
			(Amounts in millions)
Valuation Allowance — deducted from Deferred Income Taxes on the Consolidated Balance Sheet:
	2004		$	252.6			$	236.0			$	—			$	—			$	488.6
	2003 (Restated)		$	123.9			$	111.4			$	17.3	(1)		$	—			$	252.6
	2002 (Restated)		$	96.4			$	27.5			$	—			$	—			$	123.9

(1)	Included in discontinued operations related to NFO.

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Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Item 9A.	Controls and Procedures

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Item 10.	Directors and Executive Officers of Interpublic

	Chairman of the Executive Committee.

	Presiding Director. Member of the Executive Committee.

	Chairman of the Compensation Committee. Member of the Audit, Executive and Corporate Governance Committees.

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	Chairman of the Corporate Governance Committee. Member of the Audit and Finance Committees.

	Member of the Finance Committee.

	Chairman of the Finance and Audit Committees. Member of the Corporate Governance Committee.

	Member of the Audit, Compensation and Finance Committees.

	Member of the Audit, Compensation and Corporate Governance Committees.

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	Member of the Audit and Corporate Governance Committees.

Name		Age				Office
Michael I. Roth(1)			59			Chairman of the Board and Chief Executive Officer
David A. Bell(1)			62			Co-Chairman
Nicholas J. Camera			58			Senior Vice President, General Counsel and Secretary
Albert S. Conte			55			Senior Vice President, Taxes and General Tax Counsel
Nicholas S. Cyprus			52			Senior Vice President, Controller and Chief Accounting Officer
Thomas A. Dowling			54			Senior Vice President, Chief Risk Officer
Stephen Gatfield			47			Executive Vice President, Global Operations and Innovation
Philippe Krakowsky			43			Senior Vice President, Director of Corporate Communications
Frank Mergenthaler			44			Executive Vice President and Chief Financial Officer
Timothy A. Sompolski			53			Executive Vice President, Chief Human Resources Officer

(1)	Also a Director

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Name		Audit
Richard A. Goldstein		Chair
Reginald K. Brack		Member
Jill M. Considine		Member
H. John Greeniaus		Member
J. Phillip Samper		Member
David M. Thomas		Member

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	•	Alignment with shareholders: Compensation should align the interests of executives and shareholders through the use of equity-based compensation and performance-based awards.
	•	Performance-based: Compensation should emphasize pay-for-performance by placing a significant portion of total compensation “at risk,” the payout of which is tied to the financial performance of Interpublic and the achievement of other critical objectives.
	•	Market-based: Total compensation levels should be competitive with those at other advertising and marketing service companies, and within other relevant executive labor markets as appropriate.

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	•	An increase in Mr. Roth’s annual base salary from $950,000 to $1,100,000, effective January 19, 2005.
	•	A grant of options (the “Options”) to purchase 450,000 shares of Interpublic Common Stock at an exercise price of $13.645 per share, based on the average of the high and low market prices of Interpublic Common Stock on the February 14, 2005 grant date. The Options will vest and become exercisable in three equal annual installments of 150,000 on the second, third and fourth anniversaries of the grant date, subject to Mr. Roth’s continued employment with Interpublic through the applicable vesting date, and will vest automatically on a change of control of Interpublic in accordance with the terms of the 2004 PIP. On any termination of Mr. Roth’s employment with Interpublic, any unvested Options will be forfeited.
	•	A grant of 450,000 performance based restricted shares (the “Restricted Shares”) under the 2004 PIP. At grant, the Restricted Shares had an aggregate value of $6,120,000 and a risk-adjusted value of $4,500,000 . The Restricted Shares will only vest if certain performance conditions are met (subject to accelerated vesting of a portion of the Restricted Shares on a change of control of Interpublic, as described below). In particular:
	•	150,000 of the Restricted Shares will vest on the second anniversary of the grant date, subject to Mr. Roth’s continued employment with Interpublic through such date, if: (1) Interpublic attains cumulative constant dollar revenue reflecting average annual growth of 4.5% or better in 2005-2006; (2) in 2006, Interpublic’s growth equals or exceeds 5%; and (3) Interpublic’s average operating margins during 2005 and 2006 are at 10.5% or higher. In the event these performance targets are not achieved, these restricted shares are forfeited.
	•	300,000 of the Restricted Shares will vest on the fifth anniversary of the grant date, subject to Mr. Roth’s continued employment with Interpublic through such date, if: (1) Interpublic’s average constant-dollar revenue growth for the 2007-2009 period is 6.3% or higher; (2) during 2009, constant dollar revenue growth is at least 7%; (3) Interpublic’s average operating margins during the period from 2007-2009 are at 14.7% or higher; (4) cumulative constant dollar revenue during the period from 2005-2010 is $35.6 billion or greater; and (5) cumulative operating income during the period from 2005-2010 is $4.7 billion or greater. In the event these performance targets are not achieved, these restricted shares are forfeited.

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	Respectfully submitted,
	Reginald K. Brack, Chair
	H. John Geeniaus
	J. Phillip Samper

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Item 11.	Executive Compensation

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			Annual Compensation														Long Term Compensation
																	Awards								Payouts
																					Securities								All Other
Name and Principal			Fiscal										Other Annual				Restricted Stock				Underlying				LTIP				Compen-
Position			Year				Salary(2)(3)				Bonus(4)		Compensation(5)				Awards(6)				Options(7)				Payouts(8)				sation(9)
David A. Bell(1)				2004			$	1,000,000			—		$	66,381			$	1,750,000				248,933				—			$	9,565
	President and Chief			2003			$	1,000,000			$1,300,000		$	75,658				—				200,000				—			$	13,745
	Executive Officer, Director of Interpublic			2002			$	1,000,000			—			—			$	294,750				55,000				—			$	212,472
Michael I. Roth(1)				2004			$	446,212			—			—			$	1,049,996				161,974				—			$	100,129
	Executive Chairman,			2003				—			—			—				—				—				—				—
	Director of Interpublic			2002				—			—			—				—				—				—				—
Christopher J. Coughlin(1)				2004			$	800,000			—			—			$	750,000				106,685				—			$	6,679
	Executive Vice President,			2003			$	433,333			$900,000			—				—				200,000				—			$	3,120
	Chief Operating Officer,			2002				—			—			—				—				—				—				—
	Chief Financial Officer and Director
Nicholas Cyprus				2004			$	272,727			$2,005,000			—			$	1,249,997				118,797				—			$	83,026
	Senior Vice President,			2003				—			—			—				—				—				—				—
	Chief Accounting Officer			2002				—			—			—				—				—				—				—
John J. Dooner, Jr.(1)				2004			$	1,250,000			$1,000,000		$	97,683			$	375,000				53,342				—			$	78,020
	Chairman and CEO of			2003			$	1,250,000			$750,000		$	73,029				—				176,709				—			$	82,904
	McCann-Erickson WorldGroup, Director of Interpublic			2002			$	1,250,000			—		$	80,046			$	2,947,500				375,000				2,480,000			$	9,927
Stephen J. Gatfield				2004			$	605,303			$1,327,500		$	56,183			$	317,400				30,000				—			$	255
	Executive Vice President,			2003				—			—			—				—				—				—				—
	Global Operations and Innovation			2002				—			—			—				—				—				—				—

(1)	On January 19, 2005, Michael Roth succeeded David Bell as Chief Executive Officer.

	On January 19, 2005, Mr. Bell was appointed co-Chairman.
	Mr. Roth became Executive Chairman on July 13, 2004 and his compensation is reported from and after that date.
	On May 24, 2004, Mr. Cyprus was hired as Senior Vice President, Controller and Chief Accounting Officer and his compensation is reported from and after that date.
	On June 16, 2003, Mr. Coughlin was hired as Executive Vice President, Chief Financial Officer and Chief Operating Officer and his compensation is reported from and after that date.
	On April 1, 2004, Mr. Gatfield was hired as Executive Vice President, Global Operations and Innovation and his compensation is reported from and after that date.

(2)	The salaries of executive officers continuing to serve in the same position are generally reviewed every two years.
(3)	Does not include annual salary in the amount of $150,000 that Mr. Bell has elected to forgo in 2004 in consideration for the receipt of a Special Deferred Benefit Agreement which is more fully described in Item 11. “Executive Compensation — Special Deferred Benefit Agreements” of this Annual Report.

	Does not include annual salary in the amount of $100,000 that Mr. Coughlin has elected to forgo in 2004 in consideration for the receipt of a Special Deferred Benefit Agreement which is more fully described in Item 11. “Executive Compensation — Special Deferred Benefit Agreements” of this Annual Report.
	Does not include annual salary in the amount of $112,500 that Mr. Bell has elected to forgo in 2003 in consideration for the receipt of a Special Deferred Benefit Agreement which is more fully described in Item 11. Executive Compensation — Special Deferred Benefit Agreements of this Annual Report.

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	Does not include annual salary in the amount of $54,167 that Mr. Coughlin has elected to forgo in 2003 in consideration for receipt of a Special Deferred Benefit Agreement which is more fully described in Item 11. Executive Compensation — Special Deferred Benefit Agreements of this Annual Report.

(4)	The bonus shown for Mr. Cyprus in 2004 includes a cash sign-on bonus of $1,830,000 that we paid to him shortly after he was hired. Fifty percent of the bonus shown for Mr. Dooner was paid in April 2005 and the balance will be paid when the 2004 year-end financial statements for McCann-Erickson WorldGroup have been reported in final form and assessed. The bonus shown for Mr. Gatfield in 2004 includes a cash sign-on bonus of $750,000 that we paid to him shortly after he was hired. The bonus shown for Mr. Bell in 2003 includes a cash sign-on bonus of $100,000 that was paid to him shortly after he assumed the position of Chairman, CEO and President. The bonus in 2003 for Mr. Coughlin includes a sign-on bonus consisting of unrestricted shares of Interpublic Common Stock with a fair market value of $400,000 on June 16, 2003, his date of hire.
(5)	In accordance with SEC rules, information is shown in this column only if as to any named executive officer the aggregate value of perquisites and other personal benefits received during the year exceeds the lesser of (i) $50,000 and (ii) 10% of the named executive officer’s total salary and bonus for that year. SEC rules further require that if the value of perquisites and other personal benefits are required to be reported for any year, the type and amount of any perquisite or other personal benefit that exceeds 25% of total perquisites and other personal benefits must be described.

	Other Annual Compensation for 2004 includes $31,278 in premiums for medical/dental coverage paid on behalf of Mr. Bell; $31,278 in premiums for medical/dental coverage paid on behalf of Mr. Dooner; and $25,000 in club dues and $22,156 in premiums for medical/dental coverage paid on behalf of Mr. Gatfield.
	Other Annual Compensation for 2003 includes $28,755 in premiums for medical/dental coverage and $26,885 in respect of club dues paid on behalf of Mr. Bell (including a one-time club initiation fee); and $28,755 in premiums for medical/dental coverage and $19,108 in club dues paid on behalf of Mr. Dooner.
	Other Annual Compensation for 2002 includes $28,272 in premiums for medical/dental coverage and $22,887 of club dues paid on behalf of Mr. Dooner.

(6)

The aggregate number and value of shares of restricted stock held by the named executive officers at December 31, 2004 (based on the closing price of the Common Stock on December 31, 2004) are as follows: Mr. Bell — 209,466 shares ($2,806,844); Mr. Roth — 87,187 shares ($1,168,305); Mr. Coughlin — 53,342 shares ($714,783); Mr. Cyprus — 87,351 ($1,170,503); Mr. Dooner — 476,671 shares ($6,387,391); Mr. Gatfield — 20,000 ($268,000). Mr. Bell and Mr. Dooner have announced publicly that they will not sell any of their shares of restricted stock when the transfer restrictions are released until the shares of our Common Stock reach a price of $20.00 per share.

	The shares of restricted stock shown in the table as awarded to each named executive officer generally have at least a three-year vesting period, subject to the discretion of the Compensation Committee to release the restrictions not earlier than one year after the grant date, except for the following grants:
	Mr. Cyprus received an award of 69,881 shares of restricted stock on May 24, 2004, 23,060 shares of which vested on May 24, 2005 and another 23,060 shares of which will vest on May 24, 2006. The balance will vest on May 24, 2007.
	Mr. Gatfield received an award of 20,000 shares of restricted stock on April 15, 2004, all of which shares of which vested on April 15, 2005.
	Dividends on restricted stock are paid on the same basis as ordinary dividends on the Common Stock. No ordinary dividends were paid on the Common Stock during 2004.

(7)	During 2003, Mr. Bell voluntarily agreed to the cancellation of 131,100 of the 256,100 shares of our Common Stock underlying stock options that he received in 2001. He relinquished these option

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	awards with the express intent of permitting the underlying shares to be issued to our other employees under the 2002 Performance Incentive Plan.

	During 2003, Mr. Dooner voluntarily cancelled option awards with respect to 248,000 shares and 252,000 shares of Common Stock that were granted to him on March 24, 2000 and December 15, 2000, respectively. These awards are not required to be reported in this annual report but were reported in previous years. Mr. Dooner relinquished these grants with the express intent of permitting the underlying shares to be issued to employees of one of our subsidiaries under the 2002 Performance Incentive Plan.
	In addition to Messrs. Dooner and Bell, several executives of our subsidiaries also voluntarily cancelled options with the express intent of permitting the underlying shares to be issued to our other employees under the 2002 Performance Incentive Plan. Options to purchase a total of 1,350,348 shares were cancelled (including those awards described above for Messrs. Bell and Dooner).

(8)	Payouts under the Long-Term Performance Incentive Plan (“LTPIP”) prior to 2002 were made at the end of four-year performance periods. In 2002, the original 1999-2002 performance period was shortened to three years in order to institute a new performance plan. Payouts received in 2002 were calculated based on the value of the 1999-2001 performance period at the end of 2001 after giving effect to our restructuring costs taken in 2001.
(9)	All Other Compensation for 2004 consisted of: (i) the following amounts paid to the named executive officers: matching contributions under the Interpublic Savings Plan — Mr. Bell — $9,225; Mr. Coughlin — $6,150; Mr. Cyprus — $2,750; and Mr. Dooner — $9,225; (ii) premiums paid on group life insurance — Mr. Bell — $5,465; Mr. Roth — $129; Mr. Coughlin — $529; Mr. Cyprus — $276; Mr. Dooner — $1,032; and Mr. Gatfield — $255; (iii) supplemental compensation plan payout — Mr. Dooner — $17,763; (iv) annual contributions paid under the Interpublic Capital Accumulation Plan — Mr. Roth — $100,000; and Mr. Cyprus — $80,000 and (v) premiums paid by Interpublic on a life insurance policy for Mr. Dooner — $50,000.

		Number of Securities				% of Total Options												Grant Date
		Underlying Options				Granted to Employees				Exercise Price				Expiration				Present Value
Name		Granted(1)				in Fiscal Year				($/Sh)				Date				($)(8)
David A. Bell			248,933	(2)			11.31	%		$	14.06				05/18/14			$	1,720,127
Michael I. Roth			161,974	(3)			7.36	%		$	12.96				07/16/14			$	1,015,577
Christopher J. Coughlin			106,685	(4)			4.85	%		$	14.06				05/18/14			$	737,193
Nicholas Cyprus			118,797	(5)			5.40	%		$	14.31				05/24/14			$	835,143
John J. Dooner, Jr.			53,342	(6)			2.42	%		$	14.06				05/18/14			$	368,593
Stephen J. Gatfield			30,000	(7)			1.36	%		$	15.87				04/15/14			$	230,100

(1)	All options have a ten-year term and have an exercise price equal to 100% of the fair market value of the Common Stock on the date of grant.
(2)	Mr. Bell was granted a stock option award covering 248,933 shares of Common Stock on May 18, 2004. The option becomes exercisable as to (i) 82,147 shares of Common Stock on May 18, 2006, (ii) 82,147 shares of Common Stock on May 18, 2007 and (iii) 84,639 shares of Common Stock on May 18, 2008.

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(3)	Mr. Roth was granted a stock option award covering 161,974 shares of Common Stock on June 16, 2004. The option becomes exercisable as to (i) 53,451 shares of Common Stock on July 16, 2006, (ii) 53,451 shares of Common Stock on July 16, 2007 and (iii) 55,072 shares of Common Stock on July 16, 2008.
(4)	Mr. Coughlin was granted a stock option award covering 106,685 shares of Common Stock on May 18, 2004. The option becomes exercisable as to (i) 35,206 shares of Common Stock on May 18, 2006, (ii) 35,206 shares of Common Stock on May 18, 2007, and (iii) 36,273 shares of Common Stock on May 18, 2008.
(5)	Mr. Cyprus was granted a stock option award covering 83,857 shares of Common Stock on May 24, 2004. The option becomes exercisable as to (i) 27,672 shares of Common Stock on May 24, 2005, (ii) 27,672 shares of Common Stock on May 24, 2006, and (iii) 28,513 shares of Common Stock on May 24, 2007. Mr. Cyprus received another stock option award covering 34,940 shares of Common Stock on May 24, 2004. The option becomes exercisable as to (i) 11,530 shares of Common Stock on May 24, 2006, (ii) 11,530 shares of Common Stock on May 24, 2007, and (iii) 11,880 shares of Common Stock on May 24, 2008.
(6)	Mr. Dooner was granted a stock option award covering 53,342 shares of Common Stock on May 18, 2004. The option becomes exercisable as to (i) 17,602 shares of Common Stock on May 18, 2006, (ii) 17,602 shares of Common Stock on May 18, 2007 and (iii) 18,138 shares of Common Stock on May 18, 2008.
(7)	Mr. Gatfield was granted a stock option award covering 30,000 shares of Common Stock on April 15, 2004. The option becomes exercisable as to (i) 9,900 shares of Common Stock on April 15, 2006, (ii) 9,900 shares of Common Stock on April 15, 2007, and (iii) 10,200 shares of Common Stock on April 15, 2008.
(8)	The grant date present value of each of the stock option awards to the named executive officers is calculated using the Black Scholes Option Pricing Model and assumes the options are held for six years. The option awarded to Mr. Gatfield on April 15, 2004 includes the following assumptions: volatility of 44.58%, dividend yield of 0% and risk-free rate of return of 3.89%. The options awarded to the named executive officers on May 18, 2004 include the following assumptions: volatility of 44.68%, dividend yield of 0% and risk-free rate of return of 4.32%. The options awarded to Mr. Cyprus on May 24, 2004 includes the following assumptions: volatility of 44.68%, dividend yield of 0% and risk-free rate of return of 4.31%. The option awarded to Mr. Roth on July 16, 2004 includes the following assumptions: volatility of 44.52%, dividend yield of 0% and risk-free rate of return of 3.93%.

								Number of Shares of
								Common Stock Underlying								Value of Unexercised
								Unexercised Options At								In-the-Money Options at
								December 31, 2004 (#)								December 31, 2004 ($)(1)
		Shares Acquired		Value
Name		on Exercise (#)		Realized ($)				Exercisable				Unexercisable				Exercisable				Unexercisable
David A. Bell		None			0				218,078				570,683				0				752,000
Michael I. Roth		None			0				0				165,974				0				70,459
Christopher J. Coughlin		None			0				50,000				0				0				0
Nicholas Cyprus		None			0				0				118,797				0				0
John J. Dooner, Jr.		None			0				668,840				719,451				448,214				664,426
Stephen J. Gatfield		None			0				0				30,000				0				0

(1)	Calculated based on the closing price of $13.400 for the Common Stock on December 31, 2004.

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Name		Salary				Termination Date
David A. Bell		$	1,000,000				None*
Michael I. Roth			1,100,000				None*
Christopher J. Coughlin			800,000				**
Nicholas Cyprus			483,400				None*
John J. Dooner, Jr.			1,250,000				None*
Stephen J. Gatfield			850,000				None*

	*	The executive’s employment has no termination date. We may terminate the executive’s employment in the manner described in the summary of the executive’s employment agreement below.

**	Mr. Coughlin’s Employment Agreement has been terminated. See Item 11. Executive Compensation — Employment Contracts Termination of Employment and Change-In-Control Arrangements-Termination and Change In Control Agreements-Christopher Coughlin Separation Agreement.

	David Bell Employment Agreement

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	Michael Roth Employment Agreement

	Nicholas Cyprus Employment Agreement

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	John Dooner Employment Agreement

	Stephen Gatfield Employment Agreement

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	Bell Deferred Compensation Arrangement

	Special Deferred Benefit Agreements

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	Christopher Coughlin Separation Agreement

	Executive Severance Agreements

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		1999				2000				2001				2002				2003				2004
Interpublic			100.0				74.46				52.27				25.36				28.09				24.13
S&P 500			100.0				90.89				80.09				62.39				80.29				89.02
Peer Group(2)			100.0				80.11				69.67				46.01				59.32				59.43

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Item 12.	Security Ownership of Certain Beneficial Owners and Management

Number of Securities

Number of Shares of

Remaining Available for

Common Stock to

Weighted-

Future Issuance Under

be Issued Upon

Average Exercise

Equity Compensation

Exercise of

Price of

Plans (Excluding

Outstanding

Outstanding

Securities Reflected

Stock Options

Stock Options

in Column (a))

Plan Category

(a)

(b)

(c)(1)

Equity Compensation Plans Approved by Security Holders

38,646,208

$

26.36

26,529,906

Equity Compensation Plans Not Approved by Security Holders(2)

840,075

$

27.53

0

(1)	Includes 11,681,753 shares of our common stock available for issuance under the Employee Stock Purchase Program (1995) (the “Stock Purchase Program”) as of December 31, 2004. The Stock Purchase Program expired by its terms on June 30, 2005, and consequently, these shares are no longer available for issuance.
(2)	Consists of special stock option grants awarded to certain True North executives following our acquisition of True North (“True North Options”). The True North Options were granted on August 23, 2001 at the fair market value of our common stock on the date of the grant. The terms and conditions of these stock option awards are governed by our 1997 Performance Incentive Plan which provides that stock options are exercisable as determined by the Compensation Committee of the Board of Directors. Generally, options become exercisable between two and five years after the date of the grant and expire ten years from the grant date. The True North Options vested approximately 40% and 30% on August 23, 2004 and August 23, 2005, respectively, and will vest approximately 30% on August 23, 2006.

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		Amount and Nature of
Name and Address		Beneficial Ownership of				Percent of
of Beneficial Owner		Common Stock(1)				Class
AMVESCAP PLC			23,115,284				5.47	%
11 Devonshire Square London EC2M 4YR England
AXA Financial, Inc.			42,312,272				10.0	%
1290 Avenue of the Americas New York, NY
Capital Research and Management Company			28,658,220				6.71	%
333 South Hope Street Los Angeles, CA 90071
Capital Group International Inc			22,275,090				5.30	%
11100 Santa Monica Boulevard Los Angeles, CA 90025
Pacific Financial Research, Inc			25,501,405				6.00	%
9601 Wilshire Boulevard Suite 800 Beverly Hills, CA 90210
Barclays Global Investors NA			22,668,039				5.25	%
45 Fremont Street San Francisco, CA 94105

(1)	The rules of the SEC deem a person to be the beneficial owner of a security (for purposes of proxy statement disclosure) if that person has or shares either or both voting or dispositive power with respect to such security. Additionally, a security is deemed to be beneficially owned by a person who has the right to acquire beneficial ownership thereof within 60 days, for example, through the conversion of notes.
(2)	Calculated based on the number of shares of Common Stock outstanding on August 31, 2005.
(3)	This disclosure is based on information supplied by AMVESCAP PLC and a number of its subsidiaries in a Schedule 13G filed with the SEC on February 15, 2005, in which AMVESCAP PLC and such subsidiaries report that collectively they have sole voting power with respect to 23,115,284 shares of Common Stock and sole dispositive power with respect to 23,115,284 shares of Common Stock.
(4)	This disclosure is based on information supplied by AXA Financial, Inc., primarily through Alliance Capital Management L.P., as well as a number of other affiliates, in a Schedule 13G filed with the SEC on March 10, 2005, in which AXA Financial, Inc. and such affiliates report that collectively they have sole voting power with respect to 21,198,110 shares of Common Stock and sole dispositive power with respect to 42,278,457 shares of Common Stock.
(5)	This disclosure is based on information supplied by Capital Research and Management Company (“Capital”) in an amended Schedule 13G filed with the SEC on February 14, 2005, in which Capital

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	reported that it is an investment adviser that has sole dispositive power with respect to 28,658,220 shares of Common Stock including 2,664,220 shares issuable upon the conversion of 877,600 shares of the Series A Preferred Stock.

(6)	This disclosure is based on information supplied by Capital Group International Inc. (“CGI”) in an amended Schedule 13G filed with the SEC on February 14, 2005, in which CGI reported that it is a holding company of a group of investment management companies that in the aggregate have sole voting power with respect to 18,708,850 shares of Common Stock and sole dispositive power with respect to 22,275,090 shares of Common Stock, including 563,140 shares issuable upon the conversion of 185,500 shares of Series A Preferred Stock.
(7)	This disclosure is based on information supplied by Pacific Financial Research, Inc. (“Pacific”) in an amended Schedule 13G filed with the SEC on February 11, 2005, in which Pacific reported that it is an investment adviser that has sole voting power with respect to 23,853,205 shares of Common Stock and sole dispositive power with respect to 25,501,405 shares of Common Stock.
(8)	This disclosure is based on information supplied by Barclays Bank PLC and a number of its affiliates in a Schedule 13G filed with the SEC on February 14, 2005, in which Barclays Bank PLC and such affiliates report that collectively they have sole voting power with respect to 20,890,747 shares of Common Stock and sole dispositive power with respect to 22,668,039 shares of Common Stock.

	The following table sets forth information concerning the direct and indirect beneficial ownership of our Common Stock as of August 31, 2005 by each director, each nominee for election as a director, each executive officer named in the Summary Compensation Table, and all our directors and executive officers as a group:

						Options
Name of		Common Stock				Exercisable
Beneficial Owner(1)(2)		Ownership(2)(3)(4)(5)				Within 60 Days				Total
David A. Bell			646,836				333,578				980,414
Frank J. Borelli			17,700				14,436				32,136
Reginald K. Brack			25,700				12,510				38,210
Jill M. Considine			16,200				12,510				28,710
Christopher J. Coughlin			0				0				0
Nick Cyprus			89,268				27,672				116,940
John J. Dooner, Jr.			1,027,770				826,913				1,854,683
Stephen J. Gatfield			27,479				0				27,479
Richard A. Goldstein			14,231				4,000				18,231
H. John Greeniaus			45,220				2,000				47,220
Michael I. Roth			625,990				2,000				627,990
J. Phillip Samper			25,720				14,436				40,156
David M. Thomas			2,400				0				2,400
All directors and executive officers as a group			2,564,514				1,250,055				3,814,569

(1)	On January 19, 2005, Michael Roth succeeded David Bell as Chief Executive Officer.
(2)	Effective December 31, 2004, Mr. Coughlin resigned his position as Chief Financial Officer.
(3)	The rules of the SEC deem a person to be the beneficial owner of a security (for purposes of proxy statement disclosure) if that person has or shares either or both voting or dispositive power with respect to such security. Additionally, a security is deemed to be beneficially owned by a person who has the right to acquire beneficial ownership thereof within 60 days, for example through the exercise of a stock option. Common Stock ownership set forth in this table includes unvested shares of restricted stock awarded under any of the 2004 Performance Incentive Plan, 2002 Performance Incentive Plan, the 1997 Performance Incentive Plan, the Interpublic Outside Directors’ Stock Incentive Plan and the Interpublic Non-Management Directors’ Stock Incentive Plan due to the right

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	of the persons identified to exercise voting power with respect to the shares. Except as otherwise indicated, each person has sole voting and sole dispositive power over the shares indicated as beneficially owned.
(4)	No individual identified in the table has beneficial ownership of more than 1% of the outstanding shares of Common Stock. The directors and executive officers as a group do not beneficially own more than 1% of the outstanding shares.
(5)	Includes for Mr. Bell 8,047 shares owned by a family trust and for Mr. Goldstein 800 shares owned by his spouse.
(6)	No executive officer or director is a beneficial owner of any shares of the Series A Preferred Stock.

Item 13.	Certain Relationships and Related Transactions

Item 14.	Principal Accountant Fees and Services

Fee Category		2004				% of Total				2003				% of Total
Audit Fees		$	81,210,000				88	%		$	26,540,000				67	%
Audit Related Fees			3,692,100				4	%			3,909,000				10	%
Tax Fees			7,768,000				8	%			8,918,900				23	%
All Other Fees			—								—
Total Fees		$	92,670,100				100	%		$	39,367,900				100	%

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Item 15.	Exhibits and Financial Statement Schedules

	1.	Financial Statements:

	2.	Financial Statement Schedules:

	3. Exhibits:

Exhibit No.		Description
3(i)		Restated Certificate of Incorporation of the Registrant, as amended through May 29, 2003, is incorporated by reference to Exhibit 3(i) to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2003 filed with the Securities and Exchange Commission (the “SEC”) on November 14, 2003.
3(ii)		By-Laws of the Registrant, as amended and restated through January 18, 2005, are incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on January 21, 2005.
3(iii)		Certificate of Designations of 53/8% Series A Senior Mandatory Convertible Preferred Stock of the Registrant, as filed with the Delaware Secretary of State on December 17, 2003 is incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on December 19, 2003.
4(iii)(A)		Certificate of Designations of 53/8% Series A Senior Mandatory Convertible Preferred Stock of the Registrant, as filed with the Delaware Secretary of State on December 17, 2003, is incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on December 19, 2003.
4(iii)(B)		Senior Debt Indenture, dated as of October 20, 2000 (the “2000 Indenture”), between the Registrant and The Bank of New York, as trustee, is incorporated by reference to Exhibit 99.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on October 24, 2000.

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Exhibit No.		Description
4(iii)(C)		First Supplemental Indenture, dated as of August 22, 2001, to the 2000 Indenture, with respect to the 7.25% Senior Unsecured Notes due 2011 is incorporated by reference to Exhibit 4.2 to the Registrant’s Registration Statement on Form S-4 filed with the SEC on December 4, 2001.
4(iii)(D)		Second Supplemental Indenture, dated as of December 14, 2001, to the 2000 Indenture, with respect to the Zero-Coupon Convertible Senior Notes due 2021 is incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-3 filed with the SEC on April 5, 2002.
4(iii)(E)		Third Supplemental Indenture, dated as of March 13, 2003, to the 2000 Indenture, with respect to the 4.50% Convertible Senior Notes due 2023 is incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on March 18, 2003.
4(iii)(F)		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 the Registrant’s Current Report on Form 8-K filed with the SEC on April 1, 2005.
4(iii)(G)		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 the Registrant’s Current Report on Form 8-K filed with the SEC on April 1, 2005.
4(iii)(H)		Seventh Supplemental Indenture, dated as of August 11, 2005, to the 2000 Indenture, as modified by the Third Supplemental Indenture, dated as of March 13, 2003, and the Sixth Supplemental Indenture, dated as of March 30, 2005, with respect to the 4.50% Senior Convertible Notes due 2023 is incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on August 15, 2005.
4(iii)(I)		Senior Debt Indenture entered into between the Registrant and Suntrust Bank, as Trustee, dated as of November 12, 2004 (the “2004 Indenture”), 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)(J)		First Supplemental Indenture, dated as of November 18, 2004, to the 2004 Indenture, with respect to the 5.40% Notes Due 2009 is incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on November 19, 2004.
4(iii)(K)		Second Supplemental Indenture, dated as of November 18, 2004, to the 2004 Indenture, with respect to the 6.25% 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)(L)		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)(M)		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 the Registrant’s Current Report on Form 8-K filed with the SEC on April 1, 2005.
4(iii)(N)		Fifth Supplemental Indenture, dated as of July 25, 2005, to the 2004 Indenture, with respect to the Floating Rate Notes due 2008 is incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on July 26, 2005.

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Exhibit No.		Description
10(i)(A)		3-Year Credit Agreement, dated as of May 10, 2004, among the Registrant, the Initial Lenders, Initial Issuing Banks and Swing Line Bank, Named Therein and Citibank, N.A., as Administrative Agent is incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, filed with the SEC on May 12, 2004.
10(i)(B)		Amendment No. 1, dated as of September 29, 2004, to the 3-Year Agreement, dated as of May 10, 2004, among the Registrant, the Initial Lenders Named Therein, and Citibank, N.A., as Administrative Agent is incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, filed with the SEC on November 5, 2004.
10(i)(C)		Amendment No. 2, dated as of March 31, 2005 to the 3-Year Agreement, dated as of May 10, 2004, among the Registrant, the Initial Lenders Named Therein, and Citibank, N.A., as amended by Amendment No. 2, dated as of September 29, 2004 is incorporated by reference to Exhibit 10.2 to the Registrant’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 the Registrant 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 to the Registrant’s Current Report on Form 8-K, filed with the SEC on April 5, 2005.
10(i)(E)		Amendment No. 3, dated as of June 22, 2005 to the 3-Year Agreement, dated as of May 10, 2004, among the Registrant, the Initial Lenders Named Therein, and Citibank, N.A., as amended by Amendment No. 1, dated as of September 29, 2004 and Amendment No. 2, dated as of March 31, 2005 is incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, filed with the SEC on June 28, 2005.
10(i)(F)		Letter agreement, dated as of June 22, 2005, between the Registrant 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 to the Registrant’s Current Report on Form 8-K, filed with the SEC on June 28, 2005.
10(i)(G)		Amended and Restated 3-year Credit Agreement, dated as of May 10, 2004, amended and restated as of September 27, 2005, among the Registrant, the Initial Lenders Named Therein, and Citibank, N.A., as Administrative Agent.*
10(i)(H)		364-Day Credit Agreement, dated as of May 10, 2004, among the Registrant, the Initial 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 May 12, 2004.
10(i)(I)		Amendment No. 1, dated as of September 29, 2004, to the 364-Day Credit Agreement, dated as of May 10, 2004, among the Registrant, the Initial 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 November 5, 2004.
10(i)(J)		Amendment No. 2, dated as of March 31, 2005, to the 364-Day Credit Agreement, dated as of May 10, 2004, among the Registrant, the Initial Lenders Named Therein, and Citibank, N.A., as Administrative Agent, as amended by Amendment No 1., dated as of September 29, 2004 is incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on April 5, 2005.
10(i)(K)		Letter agreement, dated as of March 31, 2005, between the Registrant 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 to the Registrant’s Current Report on Form 8-K, filed with the SEC on April 5, 2005.

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Exhibit No.		Description
10(i)(L)		Amendment No. 3, dated as of June 22, 2005, to the 364-Day Credit Agreement, dated as of May 10, 2004, among the Registrant, the Initial Lenders Named Therein, and Citibank, N.A., as Administrative Agent, as amended by Amendment No. 1, dated as of September 29, 2004 and Amendment No. 2, dated as of March 31, 2005 is incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on June 28, 2005.
10(i)(M)		Letter agreement, dated as of June 22, 2005, between the Registrant 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 to the Registrant’s Current Report on Form 8-K, filed with the SEC on June 28, 2005.
(i) Michael 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 Report on Form 10-Q for the quarter ended June 30, 2004.
10(iii)(A)(2)		Executive Severance Agreement, dated July 13, 2004 and executed as of July 27, 2004, by and between the Registrant and Michael I. Roth, is incorporated by reference to Exhibit 10(iii)(A)(10) to the Registrant’s Report on Form 10-Q for the quarter ended June 30, 2004.
10(iii)(A)(3)		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)(4)		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.
(ii) David A. Bell
10(iii)(A)(5)		David A. Bell Employment Agreement, dated as of January 1, 2000, between True North Communications Inc. and David A. Bell is incorporated by reference to Exhibit 10(b)(iii)(a) to the Registrant’s Report on Form 10-K for the year ended December 31, 2001.
10(iii)(A)(6)		Employment Agreement Amendment, dated as of March 1, 2001, to an Employment Agreement, dated as of January 1, 2000, between True North Communications Inc. and David A. Bell is incorporated by reference to Exhibit 10(b)(iii)(b) to the Registrant’s Report on Form 10-K for the year ended December 31, 2001.
10(iii)(A)(7)		Employment Agreement Amendment, dated as of June 1, 2001, and signed as of October 1, 2002, between True North Communications Inc. and David A. Bell to an Employment Agreement, dated as of January 1, 2000, as amended, is incorporated by reference to Exhibit 10(b)(i)(a) to the Registrant’s Report on Form 10-K for the year ended December 31, 2002.
10(iii)(A)(8)		Supplemental Agreement, made as of February 28, 2003, to an Employment Agreement, made as of January 1, 2000, between the Registrant and David A. Bell, is incorporated by reference to Exhibit 10(iii)(A)(i) to the Registrant’s Report on Form 10-Q for the quarter ended March 31, 2003.
10(iii)(A)(9)		Executive Special Benefit Agreement, made as of April 1, 2003, by and between the Registrant and David A. Bell, is incorporated by reference to Exhibit 10(iii)(A)(i)(a) to the Registrant’s Report on Form 10-Q for the quarter ended June 30, 2003.
10(iii)(A)(10)		Memorandum dated May 1, 2003, from David A. Bell, providing for Cancellation of Certain Stock Options, is incorporated by reference to Exhibit 10(iii)(A)(I)(b) to the Registrant’s Report on Form 10-Q for the quarter ended June 30, 2003.
10(iii)(A)(11)		Employment Agreement, dated as of January 18, 2005, between the Registrant and David A. Bell, is incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on January 21, 2005.

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Exhibit No.		Description
(iii) Nicholas J. Camera
10(iii)(A)(12)		Executive Special Benefit Agreement, dated as of January 1, 1995, between the Registrant and Nicholas J. Camera, is incorporated by reference to Exhibit 10(b)(v)(c) to the Registrant’s Report on Form 10-K for the year ended December 31, 2002.
10(iii)(A)(13)		Executive Severance Agreement, dated as of January 1, 1998, between the Registrant and Nicholas J. Camera, is incorporated by reference to Exhibit 10(b)(vi)(a) to the Registrant’s Report on Form 10-K for the year ended December 31, 2001.
10(iii)(A)(14)		Employment Agreement, dated as of November 14, 2002, between the Registrant and Nicholas J. Camera, is incorporated by reference to Exhibit 10(b)(v)(a) to the Registrant’s Report on Form 10-K for the year ended December 31, 2002.
10(iii)(A)(15)		Supplemental Agreement, made as of January 1, 2003 and executed as of June 23, 2003 to an Executive Severance Agreement, made as of January 1, 1998, by and between the Registrant and Nicholas J. Camera, is incorporated by reference to Exhibit 10(iii)(A)(iii)(a) to the Registrant’s Report on Form 10-Q for the quarter ended June 30, 2003.
10(iii)(A)(16)		Supplemental Agreement, made as of June 16, 2003, to an Executive Severance Agreement, made as of January 1, 1998, by and between the Registrant and Nicholas J. Camera, is incorporated by reference to Exhibit 10(iii)(A)(iii)(b) to the Registrant’s Report on Form 10-Q for the quarter ended June 30, 2003.
(iv) Albert Conte
10(iii)(A)(17)		Employment Agreement, dated as of February 21, 2000, between the Registrant and Albert Conte, is incorporated by reference to Exhibit 10(b)(vii)(a) to the Registrant’s Report on Form 10-K for the year ended December 31, 2001.
10(iii)(A)(18)		Supplemental Agreement, made as of June 15, 2004, to an Employment Agreement, made as of February 21, 2000, by and between the Registrant and Albert Conte, is incorporated by reference to Exhibit 10(iii)(A)(3) to the Registrant’s Report on Form 10-Q for the quarter ended June 30, 2004.
10(iii)(A)(19)		The Interpublic Capital Accumulation Plan Participation Agreement, effective June 15, 2004, by and between the Registrant and Albert Conte, is incorporated by reference to Exhibit 10(iii)(A)(4) to the Registrant’s Report on Form 10-Q for the quarter ended June 30, 2004.
10(iii)(A)(20)		Executive Special Benefit Agreement, made as of January 1, 2002 and executed as of June 26, 2004, by and between the Registrant and Albert Conte, is incorporated by reference to Exhibit 10(iii)(A)(5) to the Registrant’s Report on Form 10-Q for the quarter ended June 30, 2004.
(v) Nicholas S. Cyprus
10(iii)(A)(21)		Employment Agreement, made as of May 2004, by and between the Registrant and Nicholas S. Cyprus, is incorporated by reference to Exhibit 10(iii)(A)(6) to the Registrant’s Report on Form 10-Q for the quarter ended June 30, 2004.
10(iii)(A)(22)		Executive Severance Agreement, made as of May 24, 2004, by and between the Registrant and Nicholas S. Cyprus, is incorporated by reference to Exhibit 10(iii)(A)(7) to the Registrant’s Report on Form 10-Q for the quarter ended June 30, 2004.
10(iii)(A)(23)		The Interpublic Capital Accumulation Plan Participation Agreement, effective May 15, 2004, by and between the Registrant and Nicholas S. Cyprus, is incorporated by reference to Exhibit 10(iii)(A)(8) to the Registrant’s Report on Form 10-Q for the quarter ended June 30, 2004.

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Exhibit No.		Description
(vi) Thomas Dowling
10(iii)(A)(24)		Employment Agreement, dated as of November 1999, between the Registrant and Thomas Dowling, is incorporated by reference to Exhibit 10(b)(iii)(A)(1) to the Registrant’s Report on Form 10-Q for the quarter ended March 31, 2002.
10(iii)(A)(25)		Executive Special Benefit Agreement, dated as of February 1, 2000, between the Registrant and Thomas Dowling, is incorporated by reference to Exhibit 10(b)(viii)(a) to the Registrant’s Report on Form 10-K for the year ended December 31, 2001.
10(iii)(A)(26)		Executive Special Benefit Agreement, dated as of February 1, 2001, between the Registrant and Thomas Dowling, is incorporated by reference to Exhibit 10(b)(viii)(b) to the Registrant’s Report on Form 10-K for the year ended December 31, 2001.
10(iii)(A)(27)		Supplemental Agreement, dated as of October 1, 2002, to an Employment Agreement, dated as of November 1999, between the Registrant and Thomas Dowling, is incorporated by reference to Exhibit 10(b)(vii)(b) to the Registrant’s Report on Form 10-K for the year ended December 31, 2002.
10(iii)(A)(28)		Supplemental Agreement, dated as of November 14, 2002, to an Employment Agreement, dated as of November 1999, between the Registrant and Thomas Dowling, is incorporated by reference to Exhibit 10(b)(vii)(a) to the Registrant’s Report on Form 10-K for the year ended December 31, 2002.
10(iii)(A)(29)		Executive Severance Agreement, dated November 14, 2002, between the Registrant and Thomas Dowling, is incorporated by reference to Exhibit 10(iii)(A)(vii) to the Registrant’s Report on Form 10-Q for the quarter ended March 31, 2003.
(vii) Steven Gatfield
10(iii)(A)(30)		Employment Agreement, made as of February 2, 2004, by and between the Registrant and Steve Gatfield, is incorporated by reference to Exhibit 10(iii)(A)(1) to the Registrant’s Report on Form 10-Q for the quarter ended March 31, 2004.
10(iii)(A)(31)		Participation Agreement under The Interpublic Senior Executive Retirement Income Plan, dated as of January 30, 2004, between the Registrant and Steve Gatfield, is incorporated by reference to Exhibit 10(iii)(A)(2) to the Registrant’s Report on Form 10-Q for the quarter ended March 31, 2004.
10(iii)(A)(32)		Executive Severance Agreement, made as of April 1, 2004, by and between the Registrant and Steve Gatfield, is incorporated by reference to Exhibit 10(iii)(A)(3) to the Registrant’s Report on Form 10-Q for the quarter ended March 31, 2004.
(viii) Philippe Krakowsky
10(iii)(A)(33)		Employment Agreement, dated as of January 28, 2002, between the Registrant and Philippe Krakowsky, is incorporated by reference to Exhibit 10(iii)(A)(2) to the Registrant’s Report on Form 10-Q for the quarter ended March 31, 2002.
10(iii)(A)(34)		Executive Special Benefit Agreement, dated as of February 1, 2002, and signed as of July 1, 2002, between the Registrant and Philippe Krakowsky, is incorporated by reference to Exhibit 10(iii)(A)(v) to the Registrant’s Report on Form 10-Q for the quarter ended September 30, 2002.
10(iii)(A)(35)		Special Deferred Compensation Agreement, dated as of April 1, 2002, and signed as of July 1, 2002, between the Registrant and Philippe Krakowsky, is incorporated by reference to Exhibit 10(iii)(A)(iv) to the Registrant’s Report on Form 10-Q for the quarter ended September 30, 2002.
10(iii)(A)(36)		Executive Severance Agreement, dated September 13, 2002, between the Registrant and Philippe Krakowsky, is incorporated by reference to Exhibit 10(iii)(A)(vi) to the Registrant’s Report on Form 10-Q for the quarter ended September 30, 2002.

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Exhibit No.		Description
10(iii)(A)(37)		Executive Special Benefit Agreement, dated September 30, 2002, between the Registrant and Philippe Krakowsky, is incorporated by reference to Exhibit 10(iii)(A)(vi) to the Registrant’s Report on Form 10-Q for the quarter ended September 30, 2002.
10(iii)(A)(38)		Supplemental Agreement, made as of April 8, 2003, to an Employment Agreement, made as of January 28, 2002, by and between the Registrant and Philippe Krakowsky, is incorporated by reference to Exhibit 10(iii)(A)(viii)(a) to the Registrant’s Report on Form 10-Q for the quarter ended June 30, 2003.
10(iii)(A)(39)		Supplemental Agreement, made as of June 16, 2003, to an Executive Severance Agreement, made as of November 14, 2002, by and between the Registrant and Philippe Krakowsky, is incorporated by reference to Exhibit 10(iii)(A)(viii)(b) to the Registrant’s Report on Form 10-Q for the quarter ended June 30, 2003.
(ix) Robert J. Thompson
10(iii)(A)(40)		Employment Agreement, dated as of October 1, 2003, between the Registrant and Robert J. Thompson, is incorporated by reference to Exhibit 10(b)(vii)(a) to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2003.
10(iii)(A)(41)		Capital Accumulation Plan Participation Agreement, entered into as of November 12, 2003, between the Registrant and Robert J. Thompson, is incorporated by reference to Exhibit 10(b)(vii)(b) to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2003.
(x) Frank Mergenthaler
10(iii)(A)(42)		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)(43)		Executive Severance 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.
(xi) Timothy A. Sompolski
10(iii)(A)(44)		Employment Agreement, made as of July 6, 2004, by and between the Registrant and Timothy Sompolski, is incorporated by reference to Exhibit 10(iii)(A)(11) to the Registrant’s Report on Form 10-Q for the quarter ended March 31, 2004.
10(iii)(A)(45)		Executive Severance Agreement, made as of July 6, 2004, by and between the Registrant and Timothy Sompolski, is incorporated by reference to Exhibit 10(iii)(A)(12) to the Registrant’s Report on Form 10-Q for the quarter ended March 31, 2004.
10(iii)(A)(46)		The Interpublic Capital Accumulation Plan Participation Agreement, effective July 6, 2004, by and between the Registrant and Timothy Sompolski, is incorporated by reference to Exhibit 10(iii)(A)(13) to the Registrant’s Report on Form 10-Q for the quarter ended June 30, 2004.
(xii) John J. Dooner, Jr.
10(iii)(A)(47)		Executive Special Benefit Agreement, dated as of July 1, 1986, between the Registrant and John J. Dooner, Jr., is incorporated by reference to Exhibit 10(e) to the Registrant’s Report on Form 10-K for the year ended December 31, 1995.
10(iii)(A)(48)		Executive Severance Agreement, dated as of August 10, 1987, between the Registrant and John J. Dooner, Jr., is incorporated by reference to Exhibit 10(h) to the Registrant’s Report on Form 10-K for the year ended December 31, 1995.
10(iii)(A)(49)		Supplemental Agreement, dated as of May 23, 1990, to an Executive Special Benefit Agreement, dated as of July 1, 1986, between the Registrant and John J. Dooner, Jr., is incorporated by reference to Exhibit 10(l) to the Registrant’s Report on Form 10-K for the year ended December 31, 1995.

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Exhibit No.		Description
10(iii)(A)(50)		Executive Special Benefit Agreement, dated as of, July 1, 1992, between the Registrant and John J. Dooner, Jr., is incorporated by reference to Exhibit 10(q) to the Registrant’s Report on Form 10-K for the year ended December 31, 1995.
10(iii)(A)(51)		Supplemental Agreement, dated as of August 10, 1992, to an Executive Severance Agreement, dated as of August 10, 1987, between the Registrant and John J. Dooner, Jr., is incorporated by reference to Exhibit 10(p) to the Registrant’s Report on Form 10-K for the year ended December 31, 1995.
10(iii)(A)(52)		Employment Agreement, dated as of January 1, 1994, between the Registrant and John J. Dooner, Jr., is incorporated by reference to Exhibit 10(r) to the Registrant’s Report on Form 10-K for the year ended December 31, 1995.
10(iii)(A)(53)		Executive Special Benefit Agreement, dated as of June 1, 1994, between the Registrant and John J. Dooner, Jr., is incorporated by reference to Exhibit 10(s) to the Registrant’s Report on Form 10-K for the year ended December 31, 1995.
10(iii)(A)(54)		Supplemental Agreement, dated as of July 1, 1995, to an Employment Agreement between the Registrant and John J. Dooner, Jr., dated as of January 1, 1994, is incorporated by reference to Exhibit 10(B) to the Registrant’s Report on Form 10-Q for the quarter ended September 30, 1995.
10(iii)(A)(55)		Supplemental Agreement, dated as of July 1, 1995, to an Employment Agreement, dated as of January 1, 1994, between the Registrant and John J. Dooner, Jr., is incorporated by reference to Exhibit 10(t) to the Registrant’s Report on Form 10-K for the year ended December 31, 1995.
10(iii)(A)(56)		Supplemental Agreement, dated as of September 1, 1997, to an Employment Agreement between the Registrant and John J. Dooner, Jr., is incorporated by reference to Exhibit 10(k) to the Registrant’s Report on Form 10-Q for the quarter ended September 30, 1997.
10(iii)(A)(57)		Executive Severance Agreement, dated January 1, 1998, between the Registrant and John J. Dooner, Jr., is incorporated by reference to Exhibit 10(b) to the Registrant’s Report on Form 10-Q for the quarter ended March 31, 1998.
10(iii)(A)(58)		Supplemental Agreement, dated as of January 1, 1999, to an Employment Agreement dated as of January 1, 1994, between the Registrant and John J. Dooner, Jr., is incorporated by reference to Exhibit 10(e) to the Registrant’s Report on Form 10-Q for the quarter ended March 31, 1999.
10(iii)(A)(59)		Supplemental Agreement, dated as of April 1, 2000, to an Employment Agreement between the Registrant and John J. Dooner, Jr., is incorporated by reference to Exhibit 10(b) to the Registrant’s Report on Form 10-Q for the quarter ended March 31, 2000.
10(iii)(A)(60)		Executive Special Benefit Agreement, dated as of May 20, 2002, between the Registrant and John J. Dooner, Jr., signed as of November 11, 2002, is incorporated by reference to Exhibit 10(b)(xv)(c) to the Registrant’s Report on Form 10-K for the year ended December 31, 2002.
10(iii)(A)(61)		Supplemental Agreement, dated as of November 7, 2002, to an Employment Agreement between the Registrant and John J. Dooner, Jr., is incorporated by reference to Exhibit 10(b)(xv)(a) to the Registrant’s Report on Form 10-K for the year ended December 31, 2002.
10(iii)(A)(62)		Supplemental Agreement, dated as of November 7, 2002, to an Executive Special Benefit Agreement between the Registrant and John J. Dooner, Jr., is incorporated by reference to Exhibit 10(b)(xv)(b) to the Registrant’s Report on Form 10-K for the year ended December 31, 2002.
10(iii)(A)(63)		Supplemental Agreement, made as of January 1, 2003 and executed as of June 17, 2003, to an Executive Severance Agreement, made as of January 1, 1998, by and between the Registrant and John J. Dooner, Jr., is incorporated by reference to Exhibit 10(iii)(A)(iv)(b) to the Registrant’s Report on Form 10-Q for the quarter ended June 30, 2003.

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Exhibit No.		Description
10(iii)(A)(64)		Supplemental Agreement, made as of March 31, 2003, to an Employment Agreement made as of January 1, 1994, as amended between the Registrant and John J. Dooner, Jr., is incorporated by reference to Exhibit 10(iii)(A)(v) to the Registrant’s Report on Form 10-Q for the quarter ended March 31, 2003.
10(iii)(A)(65)		Supplemental Agreement, made as of March 31, 2003 and executed as of April 15, 2003, to an Employment Agreement, made as of January 1, 1994, by and between the Registrant and John J. Dooner, Jr., is incorporated by reference to Exhibit 10(iii)(A)(iv)(a) to the Registrant’s Report on Form 10-Q for the quarter ended June 30, 2003.
10(iii)(A)(66)		Letter Agreement, dated May 8, 2003, between the Registrant and John J. Dooner, Jr., providing for cancellation of certain Stock Options, is incorporated by reference to Exhibit 10(iii)(A)(iv)(c) to the Registrant’s Report on Form 10-Q for the quarter ended June 30, 2003.
10(iii)(A)(67)		Supplemental Agreement dated as of November 12, 2003, to an Employment Agreement between the Registrant and John J. Dooner, Jr., is incorporated by reference to Exhibit 10(b)(viii)(u) to the Registrant’s Report on Form 10-K for the year ended December 31, 2003.
(xiii) Jill Considine
10(iii)(A)(68)		Deferred Compensation Agreement, dated as of April 1, 2002, between the Registrant and Jill Considine, is incorporated by reference to Exhibit 10(c) to the Registrant’s Report on Form 10-Q for the quarter ended June 30, 2002.
(xiv) Richard A. Goldstein
10(iii)(A)(69)		Richard A Goldstein Deferred Compensation Agreement, dated as of June 1, 2001, between the Registrant and Richard A. Goldstein, is incorporated by reference to Exhibit 10(c) to Registrant’s Report on Form 10-Q for the quarter ended June 30, 2001.
(xv) Christopher J. Coughlin
10(iii)(A)(70)		Employment Agreement, made as of May 6, 2003, by and between the Registrant and Christopher J. Coughlin, is incorporated by reference to Exhibit 10(iii)(A)(ii) to the Registrant’s Report on Form 10-Q for the quarter ended March 31, 2003.
10(iii)(A)(71)		Executive Special Benefit Agreement, made as of June 16, 2003, by and between the Registrant and Christopher J. Coughlin, is incorporated by reference to Exhibit 10(iii)(A)(iii) to the Registrant’s Report on Form 10-Q for the quarter ended March 31, 2003.
10(iii)(A)(72)		Executive Severance Agreement, made as of June 16, 2003, by and between the Registrant and Christopher J. Coughlin, is incorporated by reference to Exhibit 10(iii)(A)(iv) to the Registrant’s Report on Form 10-Q for the quarter ended March 31, 2003.
10(iii)(A)(73)		Confidential Separation Agreement and General Release, between the Registrant and Christopher J. Coughlin is incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on January 6, 2005.
(xvi) Brian Brooks
10(iii)(A)(74)		Executive Severance Agreement, dated November 8, 2002, between the Registrant and Brian Brooks, is incorporated by reference to Exhibit 10(iii)(A)(ix) to the Registrant’s Report on Form 10-Q for the quarter ended March 31, 2003.
10(iii)(A)(75)		Employment Agreement, dated as of November 18, 2002, between the Registrant and Brian Brooks, is incorporated by reference to Exhibit 10(b)(viii)(a) to the Registrant’s Report on Form 10-K for the year ended December 31, 2002.
10(iii)(A)(76)		Supplemental Agreement, made as of April 7, 2003, to an Employment Agreement, dated as of November 18, 2002, between the Registrant and Brian Brooks, is incorporated by reference to Exhibit 10(iii)(A)(ii)(a) to the Registrant’s Report on Form 10-Q for the quarter ended June 30, 2003.

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Exhibit No.		Description
10(iii)(A)(77)		Supplemental Agreement, made as of May 20, 2003, to an Employment Agreement, dated as of November 18, 2002, between the Registrant and Brian Brooks, is incorporated by reference to Exhibit 10(iii)(A)(ii)(b) to the Registrant’s Report on Form 10-Q for the quarter ended June 30, 2003.
10(iii)(A)(78)		Supplemental Agreement, made as of June 16, 2003, to an Executive Severance Agreement, dated as of November 14, 2002, between the Registrant and Brian Brooks, is incorporated by reference to Exhibit 10(iii)(A)(ii)(c) to the Registrant’s Report on Form 10-Q for the quarter ended June 30, 2003.
10(iii)(A)(79)		Senior Executive Retirement Income Plan Participation Agreement, effective as of November 10, 2003, between the Registrant and Brian Brooks, is incorporated by reference to Exhibit 10(b)(xi)(g) to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2003.
10(iii)(A)(80)		Supplemental Agreement, made as of November 10, 2003, to an Employment Agreement, dated as of November 18, 2002, between the Registrant and Brian Brooks, is incorporated by reference to Exhibit 10(b)(xi)(h) to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2003.
10(iii)(A)(81)		Confidential Separation Agreement and General Release, between the Registrant and Brian Brooks, is incorporated by reference to Exhibit 10(b)(xi)(i) to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2003.
10(iii)(A)(82)		Supplemental Agreement, made as of January 31, 2005, to a Confidential Agreement and General Release, made as of February 27, 2004, by and between the Registrant and Brian J. Brooks.*
(xvii) Gunnar Wilmot
10(iii)(A)(83)		Executive Special Benefit Agreement, dated as of January 1, 1990, between the Registrant and Gunnar Wilmot, is incorporated by reference to Exhibit 10(b)(x)(d) to the Registrant’s Report on Form 10-K for the year ended December 31, 2001.
10(iii)(A)(84)		Supplemental Agreement, dated as of May 23, 1990, to an Executive Special Benefit Agreement, dated as of January 1, 1990, between the Registrant and Gunnar Wilmot, is incorporated by reference to Exhibit 10(b)(x)(c) to the Registrant’s Report on Form 10-K for the year ended December 31, 2001.
10(iii)(A)(85)		Executive Special Benefit Agreement, dated as of October 1, 1996, between the Registrant and Gunnar Wilmot, is incorporated by reference to Exhibit 10(b)(x)(b) to the Registrant’s Report on Form 10-K for the year ended December 31, 2001.
10(iii)(A)(86)		Executive Special Benefit Agreement, dated as of April 1, 1999, between the Registrant and Gunnar Wilmot, is incorporated by reference to Exhibit 10(b)(x)(a) to the Registrant’s Report on Form 10-K for the year ended December 31, 2001.
10(iii)(A)(87)		Executive Special Benefit Agreement, dated as of January 1, 2002, between the Registrant and Gunnar Wilmot, is incorporated by reference to Exhibit 10(b)(x)(a) to the Registrant’s Report on Form 10-K for the year ended December 31, 2002.
10(iii)(A)(88)		Letter Agreement, dated June 27, 2003, between the Registrant and Gunnar Wilmot providing for the Cancellation of Certain Stock Options is incorporated by reference to Exhibit 10(iii)(A)(xi) to the Registrant’s Report on Form 10-Q for the quarter ended June 30, 2003.
10(iii)(A)(89)		Executive Special Benefit Agreement, dated as of May 16, 2003, and signed as of November 6, 2003, between the Registrant and Gunnar Wilmot, is incorporated by reference to Exhibit 10(b)(xiii)(g) to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2003.
10(iii)(A)(90)		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.

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Exhibit No.		Description
10(iii)(A)(91)		The Stock Option Plan (1988) and the Achievement Stock Award Plan of the Registrant are incorporated by reference to Appendices C and D of the Prospectus, dated May 4, 1989, forming part of its Registration Statement on Form S-8 (No. 33-28143).
10(iii)(A)(92)		The Management Incentive Compensation Plan of the Registrant is incorporated by reference to the Registrant’s Report on Form 10-Q for the quarter ended June 30, 1995.
10(iii)(A)(93)		The 1986 Stock Incentive Plan of the Registrant is incorporated by reference to Registrant’s Annual Report on Form 10-K for the year ended December 31, 1993.
10(iii)(A)(94)		The 1986 United Kingdom Stock Option Plan of the Registrant is incorporated by reference to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 1992.
10(iii)(A)(95)		The Employee Stock Purchase Plan (1985) of the Registrant, as amended, is incorporated by reference to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 1993.
10(iii)(A)(96)		The Long-Term Performance Incentive Plan of the Registrant is incorporated by reference to Appendix A of the Prospectus dated December 12, 1988 forming part of its Registration Statement on Form S-8 (No. 33-25555).
10(iii)(A)(97)		Resolution of the Board of Directors adopted on February 16, 1993, amending the Long-Term Performance Incentive Plan is incorporated by reference to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 1992.
10(iii)(A)(98)		Resolution of the Board of Directors adopted on May 16, 1989 amending the Long-Term Performance Incentive Plan is incorporated by reference to the Registrant’s Report on Form 10-K for the year ended December 31, 1989.
10(iii)(A)(99)		The 1996 Stock Incentive Plan of the Registrant is incorporated by reference to the Registrant’s Report on Form 10-Q for the quarter ended June 30, 1996.
10(iii)(A)(100)		The 1997 Performance Incentive Plan of the Registrant is incorporated by reference to the Registrant’s Report on Form 10-Q for the quarter ended June 30, 1997.
10(iii)(A)(101)		True North Communications Inc. Stock Option Plan is incorporated by reference to Exhibit 4.5 of Post-Effective Amendment No. 1 on Form S-8 to Registration Statement on Form S-4 (Registration No. 333-59254).
10(iii)(A)(102)		Bozell, Jacobs, Kenyon & Eckhardt, Inc. Stock Option Plan is incorporated by reference to Exhibit 4.5 of Post-Effective Amendment No. 1 on Form S-8 to Registration Statement on Form S-4 (Registration No. 333-59254).
10(iii)(A)(103)		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)(104)		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.
10(iii)(A)(105)		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)(106)		The Interpublic Senior Executive Retirement Income Plan is incorporated by reference to the Registrant’s Report on Form 10-Q for the quarter ended September 30, 2003.
10(iii)(A)(107)		The Interpublic Capital Accumulation Plan is incorporated by reference to the Registrant’s Report on Form 10-Q for the quarter ended September 30, 2003.
10(iii)(A)(108)		The Interpublic Outside Directors Stock Incentive Plan of Interpublic, as amended through August 1, 2003, is incorporated by reference to the Registrant’s Report on Form 10-Q for the quarter ended September 30, 2003.

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Exhibit No.		Description
10(iii)(A)(109)		2004 Performance Incentive Plan of the Registrant 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)(110)		The Interpublic Non-Management Directors’ Stock Incentive Plan is incorporated by reference to Appendix C to the Registrant’s Proxy Statement on Schedule 14A, filed with the SEC on April 23, 2004.
10(iii)(A)(111)		The Interpublic Senior Executive Retirement Income Plan — Form of Participation Agreement is incorporated by reference to Exhibit 10.7 of the Registrant’s Current Report on Form 8-K, filed with the SEC on October 27, 2004.
10(iii)(A)(112)		The Interpublic Capital Accumulation Plan — Form of Participation Agreement is incorporated by reference to Exhibit 10.8 of the Registrant’s Current Report on Form 8-K, filed with the SEC on October 27, 2004.
10(iii)(A)(113)		The Interpublic Group of Companies, Inc. 2004 Performance Incentive Plan (the “PIP”) — Form of Instrument of Restricted Stock is incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, filed with the SEC on October 27, 2004.
10(iii)(A)(114)		PIP — Form of Instrument of Restricted Stock Units is incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K, filed with the SEC on October 27, 2004.
10(iii)(A)(115)		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)(116)		Interpublic’s Non-Management Directors’ Stock Incentive Plan (the “Non-Management Directors’ Plan”) — Form of Instrument of Restricted Shares is incorporated by reference to Exhibit 10.5 to the Registrant’s Current Report on Form 8-K filed with the SEC on October 27, 2004.
10(iii)(A)(117)		The Non-Management Directors’ Plan — Form of Instrument of Restricted Share Units is incorporated by reference to Exhibit 10.6 of the Registrant’s Current Report on Form 8-K, filed with the SEC on October 27, 2004.
10(iii)(A)(118)		The Non-Management Directors’ Plan — Form of Plan Option Certificate is incorporated by reference to Exhibit 10.4 of the Registrant’s Current Report on Form 8-K, filed with the SEC on October 27, 2004.
(21)		Subsidiaries of the Registrant.*
(24)		Power of Attorney to sign Form 10-K and resolution of Board of Directors re Power of Attorney.*
(31.1)		Certification dated as of October 17, 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 October 17, 2005 and executed by Frank Mergenthaler, under Section 302 of S-OX.**
(32)		Certification dated as of October 17, 2005 and executed by Michael I. Roth and Frank Mergenthaler, furnished pursuant to Section 906 of S-OX.**

*	Previously filed with the Company’s Annual Report on Form 10-K for the year ended December 31, 2004, filed September 30, 2005.

**	Filed herewith.

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	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*   Michael I. Roth				Chairman of the Board, and Chief Executive Officer (Principal Executive Officer)		October 17, 2005
/s/ Frank Mergenthaler*   Frank Mergenthaler				Executive Vice President, Chief Financial Officer (Principal Financial Officer)		October 17, 2005
/s/ David A. Bell*   David A. Bell				Director		October 17, 2005
/s/ Frank J. Borelli*   Frank J. Borelli				Director		October 17, 2005
/s/ Reginald K. Brack*   Reginald K. Brack				Director		October 17, 2005
/s/ Jill M. Considine*   Jill M. Considine				Director		October 17, 2005
/s/ John J. Dooner, Jr.*   John J. Dooner, Jr.				Director		October 17, 2005
/s/ Richard A. Goldstein*   Richard A. Goldstein				Director		October 17, 2005
/s/ H. John Greeniaus*   H. John Greeniaus				Director		October 17, 2005

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Name				Title		Date
/s/ J. Phillip Samper*   J. Phillip Samper				Director		October 17, 2005
/s/ David M. Thomas*   David M. Thomas				Director		October 17, 2005
/s/ Nicholas S. Cyprus*   Nicholas S. Cyprus				Senior Vice President and Controller (Principal Accounting Officer)		October 17, 2005
*by		/s/ Nicholas J. Camera       Nicholas J. Camera		Attorney-in-Fact		October 17, 2005

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Exhibit No.		Description
3(i)		Restated Certificate of Incorporation of the Registrant, as amended through May 29, 2003, is incorporated by reference to Exhibit 3(i) to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2003 filed with the Securities and Exchange Commission (the “SEC”) on November 14, 2003.
3(ii)		By-Laws of the Registrant, as amended and restated through January 18, 2005, are incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on January 21, 2005.
3(iii)		Certificate of Designations of 53/8% Series A Senior Mandatory Convertible Preferred Stock of the Registrant, as filed with the Delaware Secretary of State on December 17, 2003 is incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on December 19, 2003.
4(iii)(A)		Certificate of Designations of 53/8% Series A Senior Mandatory Convertible Preferred Stock of the Registrant, as filed with the Delaware Secretary of State on December 17, 2003, is incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on December 19, 2003.
4(iii)(B)		Senior Debt Indenture, dated as of October 20, 2000 (the “2000 Indenture”), between the Registrant and The Bank of New York, as trustee, is incorporated by reference to Exhibit 99.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on October 24, 2000.
4(iii)(C)		First Supplemental Indenture, dated as of August 22, 2001, to the 2000 Indenture, with respect to the 7.25% Senior Unsecured Notes due 2011 is incorporated by reference to Exhibit 4.2 to the Registrant’s Registration Statement on Form S-4 filed with the SEC on December 4, 2001.
4(iii)(D)		Second Supplemental Indenture, dated as of December 14, 2001, to the 2000 Indenture, with respect to the Zero-Coupon Convertible Senior Notes due 2021 is incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-3 filed with the SEC on April 5, 2002.
4(iii)(E)		Third Supplemental Indenture, dated as of March 13, 2003, to the 2000 Indenture, with respect to the 4.50% Convertible Senior Notes due 2023 is incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on March 18, 2003.
4(iii)(F)		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 the Registrant’s Current Report on Form 8-K filed with the SEC on April 1, 2005.
4(iii)(G)		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 the Registrant’s Current Report on Form 8-K filed with the SEC on April 1, 2005.
4(iii)(H)		Seventh Supplemental Indenture, dated as of August 11, 2005, to the 2000 Indenture, as modified by the Third Supplemental Indenture, dated as of March 13, 2003, and the Sixth Supplemental Indenture, dated as of March 30, 2005, with respect to the 4.50% Senior Convertible Notes due 2023 is incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on August 15, 2005.
4(iii)(I)		Senior Debt Indenture entered into between the Registrant and Suntrust Bank, as Trustee, dated as of November 12, 2004 (the “2004 Indenture”), 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.

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Exhibit No.		Description
4(iii)(J)		First Supplemental Indenture, dated as of November 18, 2004, to the 2004 Indenture, with respect to the 5.40% Notes Due 2009 is incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on November 19, 2004.
4(iii)(K)		Second Supplemental Indenture, dated as of November 18, 2004, to the 2004 Indenture, with respect to the 6.25% 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)(L)		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)(M)		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 the Registrant’s Current Report on Form 8-K filed with the SEC on April 1, 2005.
4(iii)(N)		Fifth Supplemental Indenture, dated as of July 25, 2005, to the 2004 Indenture, with respect to the Floating Rate Notes due 2008 is incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on July 26, 2005.
10(i)(A)		3-Year Credit Agreement, dated as of May 10, 2004, among the Registrant, the Initial Lenders, Initial Issuing Banks and Swing Line Bank, Named Therein and Citibank, N.A., as Administrative Agent is incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, filed with the SEC on May 12, 2004.
10(i)(B)		Amendment No. 1, dated as of September 29, 2004, to the 3-Year Agreement, dated as of May 10, 2004, among the Registrant, the Initial Lenders Named Therein, and Citibank, N.A., as Administrative Agent is incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, filed with the SEC on November 5, 2004.
10(i)(C)		Amendment No. 2, dated as of March 31, 2005 to the 3-Year Agreement, dated as of May 10, 2004, among the Registrant, the Initial Lenders Named Therein, and Citibank, N.A., as amended by Amendment No. 2, dated as of September 29, 2004 is incorporated by reference to Exhibit 10.2 to the Registrant’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 the Registrant 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 to the Registrant’s Current Report on Form 8-K, filed with the SEC on April 5, 2005.
10(i)(E)		Amendment No. 3, dated as of June 22, 2005 to the 3-Year Agreement, dated as of May 10, 2004, among the Registrant, the Initial Lenders Named Therein, and Citibank, N.A., as amended by Amendment No. 1, dated as of September 29, 2004 and Amendment No. 2, dated as of March 31, 2005 is incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, filed with the SEC on June 28, 2005.
10(i)(F)		Letter agreement, dated as of June 22, 2005, between the Registrant 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 to the Registrant’s Current Report on Form 8-K, filed with the SEC on June 28, 2005.
10(i)(G)		Amended and Restated 3-year Credit Agreement, dated as of May 10, 2004, amended and restated as of September 27, 2005, among the Registrant, the Initial Lenders Named Therein, and Citibank, N.A., as Administrative Agent.*

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Exhibit No.		Description
10(i)(H)		364-Day Credit Agreement, dated as of May 10, 2004, among the Registrant, the Initial 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 May 12, 2004.
10(i)(I)		Amendment No. 1, dated as of September 29, 2004, to the 364-Day Credit Agreement, dated as of May 10, 2004, among the Registrant, the Initial 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 November 5, 2004.
10(i)(J)		Amendment No. 2, dated as of March 31, 2005, to the 364-Day Credit Agreement, dated as of May 10, 2004, among the Registrant, the Initial Lenders Named Therein, and Citibank, N.A., as Administrative Agent, as amended by Amendment No 1., dated as of September 29, 2004 is incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on April 5, 2005.
10(i)(K)		Letter agreement, dated as of March 31, 2005, between the Registrant 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 to the Registrant’s Current Report on Form 8-K, filed with the SEC on April 5, 2005.
10(i)(L)		Amendment No. 3, dated as of June 22, 2005, to the 364-Day Credit Agreement, dated as of May 10, 2004, among the Registrant, the Initial Lenders Named Therein, and Citibank, N.A., as Administrative Agent, as amended by Amendment No. 1, dated as of September 29, 2004 and Amendment No. 2, dated as of March 31, 2005 is incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on June 28, 2005.
10(i)(M)		Letter agreement, dated as of June 22, 2005, between the Registrant 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 to the Registrant’s Current Report on Form 8-K, filed with the SEC on June 28, 2005.
(i) Michael 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 Report on Form 10-Q for the quarter ended June 30, 2004.
10(iii)(A)(2)		Executive Severance Agreement, dated July 13, 2004 and executed as of July 27, 2004, by and between the Registrant and Michael I. Roth, is incorporated by reference to Exhibit 10(iii)(A)(10) to the Registrant’s Report on Form 10-Q for the quarter ended June 30, 2004.
10(iii)(A)(3)		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)(4)		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.
(ii) David A. Bell
10(iii)(A)(5)		David A. Bell Employment Agreement, dated as of January 1, 2000, between True North Communications Inc. and David A. Bell is incorporated by reference to Exhibit 10(b)(iii)(a) to the Registrant’s Report on Form 10-K for the year ended December 31, 2001.
10(iii)(A)(6)		Employment Agreement Amendment, dated as of March 1, 2001, to an Employment Agreement, dated as of January 1, 2000, between True North Communications Inc. and David A. Bell is incorporated by reference to Exhibit 10(b)(iii)(b) to the Registrant’s Report on Form 10-K for the year ended December 31, 2001.

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Exhibit No.		Description
10(iii)(A)(7)		Employment Agreement Amendment, dated as of June 1, 2001, and signed as of October 1, 2002, between True North Communications Inc. and David A. Bell to an Employment Agreement, dated as of January 1, 2000, as amended, is incorporated by reference to Exhibit 10(b)(i)(a) to the Registrant’s Report on Form 10-K for the year ended December 31, 2002.
10(iii)(A)(8)		Supplemental Agreement, made as of February 28, 2003, to an Employment Agreement, made as of January 1, 2000, between the Registrant and David A. Bell, is incorporated by reference to Exhibit 10(iii)(A)(i) to the Registrant’s Report on Form 10-Q for the quarter ended March 31, 2003.
10(iii)(A)(9)		Executive Special Benefit Agreement, made as of April 1, 2003, by and between the Registrant and David A. Bell, is incorporated by reference to Exhibit 10(iii)(A)(i)(a) to the Registrant’s Report on Form 10-Q for the quarter ended June 30, 2003.
10(iii)(A)(10)		Memorandum dated May 1, 2003, from David A. Bell, providing for Cancellation of Certain Stock Options, is incorporated by reference to Exhibit 10(iii)(A)(I)(b) to the Registrant’s Report on Form 10-Q for the quarter ended June 30, 2003.
10(iii)(A)(11)		Employment Agreement, dated as of January 18, 2005, between the Registrant and David A. Bell, is incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on January 21, 2005.
(iii) Nicholas J. Camera
10(iii)(A)(12)		Executive Special Benefit Agreement, dated as of January 1, 1995, between the Registrant and Nicholas J. Camera, is incorporated by reference to Exhibit 10(b)(v)(c) to the Registrant’s Report on Form 10-K for the year ended December 31, 2002.
10(iii)(A)(13)		Executive Severance Agreement, dated as of January 1, 1998, between the Registrant and Nicholas J. Camera, is incorporated by reference to Exhibit 10(b)(vi)(a) to the Registrant’s Report on Form 10-K for the year ended December 31, 2001.
10(iii)(A)(14)		Employment Agreement, dated as of November 14, 2002, between the Registrant and Nicholas J. Camera, is incorporated by reference to Exhibit 10(b)(v)(a) to the Registrant’s Report on Form 10-K for the year ended December 31, 2002.
10(iii)(A)(15)		Supplemental Agreement, made as of January 1, 2003 and executed as of June 23, 2003 to an Executive Severance Agreement, made as of January 1, 1998, by and between the Registrant and Nicholas J. Camera, is incorporated by reference to Exhibit 10(iii)(A)(iii)(a) to the Registrant’s Report on Form 10-Q for the quarter ended June 30, 2003.
10(iii)(A)(16)		Supplemental Agreement, made as of June 16, 2003, to an Executive Severance Agreement, made as of January 1, 1998, by and between the Registrant and Nicholas J. Camera, is incorporated by reference to Exhibit 10(iii)(A)(iii)(b) to the Registrant’s Report on Form 10-Q for the quarter ended June 30, 2003.
(iv) Albert Conte
10(iii)(A)(17)		Employment Agreement, dated as of February 21, 2000, between the Registrant and Albert Conte, is incorporated by reference to Exhibit 10(b)(vii)(a) to the Registrant’s Report on Form 10-K for the year ended December 31, 2001.
10(iii)(A)(18)		Supplemental Agreement, made as of June 15, 2004, to an Employment Agreement, made as of February 21, 2000, by and between the Registrant and Albert Conte, is incorporated by reference to Exhibit 10(iii)(A)(3) to the Registrant’s Report on Form 10-Q for the quarter ended June 30, 2004.
10(iii)(A)(19)		The Interpublic Capital Accumulation Plan Participation Agreement, effective June 15, 2004, by and between the Registrant and Albert Conte, is incorporated by reference to Exhibit 10(iii)(A)(4) to the Registrant’s Report on Form 10-Q for the quarter ended June 30, 2004.

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Exhibit No.		Description
10(iii)(A)(20)		Executive Special Benefit Agreement, made as of January 1, 2002 and executed as of June 26, 2004, by and between the Registrant and Albert Conte, is incorporated by reference to Exhibit 10(iii)(A)(5) to the Registrant’s Report on Form 10-Q for the quarter ended June 30, 2004.
(v) Nicholas S. Cyprus
10(iii)(A)(21)		Employment Agreement, made as of May 2004, by and between the Registrant and Nicholas S. Cyprus, is incorporated by reference to Exhibit 10(iii)(A)(6) to the Registrant’s Report on Form 10-Q for the quarter ended June 30, 2004.
10(iii)(A)(22)		Executive Severance Agreement, made as of May 24, 2004, by and between the Registrant and Nicholas S. Cyprus, is incorporated by reference to Exhibit 10(iii)(A)(7) to the Registrant’s Report on Form 10-Q for the quarter ended June 30, 2004.
10(iii)(A)(23)		The Interpublic Capital Accumulation Plan Participation Agreement, effective May 15, 2004, by and between the Registrant and Nicholas S. Cyprus, is incorporated by reference to Exhibit 10(iii)(A)(8) to the Registrant’s Report on Form 10-Q for the quarter ended June 30, 2004.
(vi) Thomas Dowling
10(iii)(A)(24)		Employment Agreement, dated as of November 1999, between the Registrant and Thomas Dowling, is incorporated by reference to Exhibit 10(b)(iii)(A)(1) to the Registrant’s Report on Form 10-Q for the quarter ended March 31, 2002.
10(iii)(A)(25)		Executive Special Benefit Agreement, dated as of February 1, 2000, between the Registrant and Thomas Dowling, is incorporated by reference to Exhibit 10(b)(viii)(a) to the Registrant’s Report on Form 10-K for the year ended December 31, 2001.
10(iii)(A)(26)		Executive Special Benefit Agreement, dated as of February 1, 2001, between the Registrant and Thomas Dowling, is incorporated by reference to Exhibit 10(b)(viii)(b) to the Registrant’s Report on Form 10-K for the year ended December 31, 2001.
10(iii)(A)(27)		Supplemental Agreement, dated as of October 1, 2002, to an Employment Agreement, dated as of November 1999, between the Registrant and Thomas Dowling, is incorporated by reference to Exhibit 10(b)(vii)(b) to the Registrant’s Report on Form 10-K for the year ended December 31, 2002.
10(iii)(A)(28)		Supplemental Agreement, dated as of November 14, 2002, to an Employment Agreement, dated as of November 1999, between the Registrant and Thomas Dowling, is incorporated by reference to Exhibit 10(b)(vii)(a) to the Registrant’s Report on Form 10-K for the year ended December 31, 2002.
10(iii)(A)(29)		Executive Severance Agreement, dated November 14, 2002, between the Registrant and Thomas Dowling, is incorporated by reference to Exhibit 10(iii)(A)(vii) to the Registrant’s Report on Form 10-Q for the quarter ended March 31, 2003.
(vii) Steven Gatfield
10(iii)(A)(30)		Employment Agreement, made as of February 2, 2004, by and between the Registrant and Steve Gatfield, is incorporated by reference to Exhibit 10(iii)(A)(1) to the Registrant’s Report on Form 10-Q for the quarter ended March 31, 2004.
10(iii)(A)(31)		Participation Agreement under The Interpublic Senior Executive Retirement Income Plan, dated as of January 30, 2004, between the Registrant and Steve Gatfield, is incorporated by reference to Exhibit 10(iii)(A)(2) to the Registrant’s Report on Form 10-Q for the quarter ended March 31, 2004.
10(iii)(A)(32)		Executive Severance Agreement, made as of April 1, 2004, by and between the Registrant and Steve Gatfield, is incorporated by reference to Exhibit 10(iii)(A)(3) to the Registrant’s Report on Form 10-Q for the quarter ended March 31, 2004.

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Exhibit No.		Description
(viii) Philippe Krakowsky
10(iii)(A)(33)		Employment Agreement, dated as of January 28, 2002, between the Registrant and Philippe Krakowsky, is incorporated by reference to Exhibit 10(iii)(A)(2) to the Registrant’s Report on Form 10-Q for the quarter ended March 31, 2002.
10(iii)(A)(34)		Executive Special Benefit Agreement, dated as of February 1, 2002, and signed as of July 1, 2002, between the Registrant and Philippe Krakowsky, is incorporated by reference to Exhibit 10(iii)(A)(v) to the Registrant’s Report on Form 10-Q for the quarter ended September 30, 2002.
10(iii)(A)(35)		Special Deferred Compensation Agreement, dated as of April 1, 2002, and signed as of July 1, 2002, between the Registrant and Philippe Krakowsky, is incorporated by reference to Exhibit 10(iii)(A)(iv) to the Registrant’s Report on Form 10-Q for the quarter ended September 30, 2002.
10(iii)(A)(36)		Executive Severance Agreement, dated September 13, 2002, between the Registrant and Philippe Krakowsky, is incorporated by reference to Exhibit 10(iii)(A)(vi) to the Registrant’s Report on Form 10-Q for the quarter ended September 30, 2002.
10(iii)(A)(37)		Executive Special Benefit Agreement, dated September 30, 2002, between the Registrant and Philippe Krakowsky, is incorporated by reference to Exhibit 10(iii)(A)(vi) to the Registrant’s Report on Form 10-Q for the quarter ended September 30, 2002.
10(iii)(A)(38)		Supplemental Agreement, made as of April 8, 2003, to an Employment Agreement, made as of January 28, 2002, by and between the Registrant and Philippe Krakowsky, is incorporated by reference to Exhibit 10(iii)(A)(viii)(a) to the Registrant’s Report on Form 10-Q for the quarter ended June 30, 2003.
10(iii)(A)(39)		Supplemental Agreement, made as of June 16, 2003, to an Executive Severance Agreement, made as of November 14, 2002, by and between the Registrant and Philippe Krakowsky, is incorporated by reference to Exhibit 10(iii)(A)(viii)(b) to the Registrant’s Report on Form 10-Q for the quarter ended June 30, 2003.
(ix) Robert J. Thompson
10(iii)(A)(40)		Employment Agreement, dated as of October 1, 2003, between the Registrant and Robert J. Thompson, is incorporated by reference to Exhibit 10(b)(vii)(a) to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2003.
10(iii)(A)(41)		Capital Accumulation Plan Participation Agreement, entered into as of November 12, 2003, between the Registrant and Robert J. Thompson, is incorporated by reference to Exhibit 10(b)(vii)(b) to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2003.
(x) Frank Mergenthaler
10(iii)(A)(42)		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)(43)		Executive Severance 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.
(xi) Timothy A. Sompolski
10(iii)(A)(44)		Employment Agreement, made as of July 6, 2004, by and between the Registrant and Timothy Sompolski, is incorporated by reference to Exhibit 10(iii)(A)(11) to the Registrant’s Report on Form 10-Q for the quarter ended March 31, 2004.
10(iii)(A)(45)		Executive Severance Agreement, made as of July 6, 2004, by and between the Registrant and Timothy Sompolski, is incorporated by reference to Exhibit 10(iii)(A)(12) to the Registrant’s Report on Form 10-Q for the quarter ended March 31, 2004.

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Exhibit No.		Description
10(iii)(A)(46)		The Interpublic Capital Accumulation Plan Participation Agreement, effective July 6, 2004, by and between the Registrant and Timothy Sompolski, is incorporated by reference to Exhibit 10(iii)(A)(13) to the Registrant’s Report on Form 10-Q for the quarter ended June 30, 2004.
(xii) John J. Dooner, Jr.
10(iii)(A)(47)		Executive Special Benefit Agreement, dated as of July 1, 1986, between the Registrant and John J. Dooner, Jr., is incorporated by reference to Exhibit 10(e) to the Registrant’s Report on Form 10-K for the year ended December 31, 1995.
10(iii)(A)(48)		Executive Severance Agreement, dated as of August 10, 1987, between the Registrant and John J. Dooner, Jr., is incorporated by reference to Exhibit 10(h) to the Registrant’s Report on Form 10-K for the year ended December 31, 1995.
10(iii)(A)(49)		Supplemental Agreement, dated as of May 23, 1990, to an Executive Special Benefit Agreement, dated as of July 1, 1986, between the Registrant and John J. Dooner, Jr., is incorporated by reference to Exhibit 10(l) to the Registrant’s Report on Form 10-K for the year ended December 31, 1995.
10(iii)(A)(50)		Executive Special Benefit Agreement, dated as of, July 1, 1992, between the Registrant and John J. Dooner, Jr., is incorporated by reference to Exhibit 10(q) to the Registrant’s Report on Form 10-K for the year ended December 31, 1995.
10(iii)(A)(51)		Supplemental Agreement, dated as of August 10, 1992, to an Executive Severance Agreement, dated as of August 10, 1987, between the Registrant and John J. Dooner, Jr., is incorporated by reference to Exhibit 10(p) to the Registrant’s Report on Form 10-K for the year ended December 31, 1995.
10(iii)(A)(52)		Employment Agreement, dated as of January 1, 1994, between the Registrant and John J. Dooner, Jr., is incorporated by reference to Exhibit 10(r) to the Registrant’s Report on Form 10-K for the year ended December 31, 1995.
10(iii)(A)(53)		Executive Special Benefit Agreement, dated as of June 1, 1994, between the Registrant and John J. Dooner, Jr., is incorporated by reference to Exhibit 10(s) to the Registrant’s Report on Form 10-K for the year ended December 31, 1995.
10(iii)(A)(54)		Supplemental Agreement, dated as of July 1, 1995, to an Employment Agreement between the Registrant and John J. Dooner, Jr., dated as of January 1, 1994, is incorporated by reference to Exhibit 10(B) to the Registrant’s Report on Form 10-Q for the quarter ended September 30, 1995.
10(iii)(A)(55)		Supplemental Agreement, dated as of July 1, 1995, to an Employment Agreement, dated as of January 1, 1994, between the Registrant and John J. Dooner, Jr., is incorporated by reference to Exhibit 10(t) to the Registrant’s Report on Form 10-K for the year ended December 31, 1995.
10(iii)(A)(56)		Supplemental Agreement, dated as of September 1, 1997, to an Employment Agreement between the Registrant and John J. Dooner, Jr., is incorporated by reference to Exhibit 10(k) to the Registrant’s Report on Form 10-Q for the quarter ended September 30, 1997.
10(iii)(A)(57)		Executive Severance Agreement, dated January 1, 1998, between the Registrant and John J. Dooner, Jr., is incorporated by reference to Exhibit 10(b) to the Registrant’s Report on Form 10-Q for the quarter ended March 31, 1998.
10(iii)(A)(58)		Supplemental Agreement, dated as of January 1, 1999, to an Employment Agreement dated as of January 1, 1994, between the Registrant and John J. Dooner, Jr., is incorporated by reference to Exhibit 10(e) to the Registrant’s Report on Form 10-Q for the quarter ended March 31, 1999.
10(iii)(A)(59)		Supplemental Agreement, dated as of April 1, 2000, to an Employment Agreement between the Registrant and John J. Dooner, Jr., is incorporated by reference to Exhibit 10(b) to the Registrant’s Report on Form 10-Q for the quarter ended March 31, 2000.

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Exhibit No.		Description
10(iii)(A)(60)		Executive Special Benefit Agreement, dated as of May 20, 2002, between the Registrant and John J. Dooner, Jr., signed as of November 11, 2002, is incorporated by reference to Exhibit 10(b)(xv)(c) to the Registrant’s Report on Form 10-K for the year ended December 31, 2002.
10(iii)(A)(61)		Supplemental Agreement, dated as of November 7, 2002, to an Employment Agreement between the Registrant and John J. Dooner, Jr., is incorporated by reference to Exhibit 10(b)(xv)(a) to the Registrant’s Report on Form 10-K for the year ended December 31, 2002.
10(iii)(A)(62)		Supplemental Agreement, dated as of November 7, 2002, to an Executive Special Benefit Agreement between the Registrant and John J. Dooner, Jr., is incorporated by reference to Exhibit 10(b)(xv)(b) to the Registrant’s Report on Form 10-K for the year ended December 31, 2002.
10(iii)(A)(63)		Supplemental Agreement, made as of January 1, 2003 and executed as of June 17, 2003, to an Executive Severance Agreement, made as of January 1, 1998, by and between the Registrant and John J. Dooner, Jr., is incorporated by reference to Exhibit 10(iii)(A)(iv)(b) to the Registrant’s Report on Form 10-Q for the quarter ended June 30, 2003.
10(iii)(A)(64)		Supplemental Agreement, made as of March 31, 2003, to an Employment Agreement made as of January 1, 1994, as amended between the Registrant and John J. Dooner, Jr., is incorporated by reference to Exhibit 10(iii)(A)(v) to the Registrant’s Report on Form 10-Q for the quarter ended March 31, 2003.
10(iii)(A)(65)		Supplemental Agreement, made as of March 31, 2003 and executed as of April 15, 2003, to an Employment Agreement, made as of January 1, 1994, by and between the Registrant and John J. Dooner, Jr., is incorporated by reference to Exhibit 10(iii)(A)(iv)(a) to the Registrant’s Report on Form 10-Q for the quarter ended June 30, 2003.
10(iii)(A)(66)		Letter Agreement, dated May 8, 2003, between the Registrant and John J. Dooner, Jr., providing for cancellation of certain Stock Options, is incorporated by reference to Exhibit 10(iii)(A)(iv)(c) to the Registrant’s Report on Form 10-Q for the quarter ended June 30, 2003.
10(iii)(A)(67)		Supplemental Agreement dated as of November 12, 2003, to an Employment Agreement between the Registrant and John J. Dooner, Jr., is incorporated by reference to Exhibit 10(b)(viii)(u) to the Registrant’s Report on Form 10-K for the year ended December 31, 2003.
(xiii) Jill Considine
10(iii)(A)(68)		Deferred Compensation Agreement, dated as of April 1, 2002, between the Registrant and Jill Considine, is incorporated by reference to Exhibit 10(c) to the Registrant’s Report on Form 10-Q for the quarter ended June 30, 2002.
(xiv) Richard A. Goldstein
10(iii)(A)(69)		Richard A Goldstein Deferred Compensation Agreement, dated as of June 1, 2001, between the Registrant and Richard A. Goldstein, is incorporated by reference to Exhibit 10(c) to Registrant’s Report on Form 10-Q for the quarter ended June 30, 2001.
(xv) Christopher J. Coughlin
10(iii)(A)(70)		Employment Agreement, made as of May 6, 2003, by and between the Registrant and Christopher J. Coughlin, is incorporated by reference to Exhibit 10(iii)(A)(ii) to the Registrant’s Report on Form 10-Q for the quarter ended March 31, 2003.
10(iii)(A)(71)		Executive Special Benefit Agreement, made as of June 16, 2003, by and between the Registrant and Christopher J. Coughlin, is incorporated by reference to Exhibit 10(iii)(A)(iii) to the Registrant’s Report on Form 10-Q for the quarter ended March 31, 2003.

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Exhibit No.		Description
10(iii)(A)(72)		Executive Severance Agreement, made as of June 16, 2003, by and between the Registrant and Christopher J. Coughlin, is incorporated by reference to Exhibit 10(iii)(A)(iv) to the Registrant’s Report on Form 10-Q for the quarter ended March 31, 2003.
10(iii)(A)(73)		Confidential Separation Agreement and General Release, between the Registrant and Christopher J. Coughlin is incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on January 6, 2005.
(xvi) Brian Brooks
10(iii)(A)(74)		Executive Severance Agreement, dated November 8, 2002, between the Registrant and Brian Brooks, is incorporated by reference to Exhibit 10(iii)(A)(ix) to the Registrant’s Report on Form 10-Q for the quarter ended March 31, 2003.
10(iii)(A)(75)		Employment Agreement, dated as of November 18, 2002, between the Registrant and Brian Brooks, is incorporated by reference to Exhibit 10(b)(viii)(a) to the Registrant’s Report on Form 10-K for the year ended December 31, 2002.
10(iii)(A)(76)		Supplemental Agreement, made as of April 7, 2003, to an Employment Agreement, dated as of November 18, 2002, between the Registrant and Brian Brooks, is incorporated by reference to Exhibit 10(iii)(A)(ii)(a) to the Registrant’s Report on Form 10-Q for the quarter ended June 30, 2003.
10(iii)(A)(77)		Supplemental Agreement, made as of May 20, 2003, to an Employment Agreement, dated as of November 18, 2002, between the Registrant and Brian Brooks, is incorporated by reference to Exhibit 10(iii)(A)(ii)(b) to the Registrant’s Report on Form 10-Q for the quarter ended June 30, 2003.
10(iii)(A)(78)		Supplemental Agreement, made as of June 16, 2003, to an Executive Severance Agreement, dated as of November 14, 2002, between the Registrant and Brian Brooks, is incorporated by reference to Exhibit 10(iii)(A)(ii)(c) to the Registrant’s Report on Form 10-Q for the quarter ended June 30, 2003.
10(iii)(A)(79)		Senior Executive Retirement Income Plan Participation Agreement, effective as of November 10, 2003, between the Registrant and Brian Brooks, is incorporated by reference to Exhibit 10(b)(xi)(g) to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2003.
10(iii)(A)(80)		Supplemental Agreement, made as of November 10, 2003, to an Employment Agreement, dated as of November 18, 2002, between the Registrant and Brian Brooks, is incorporated by reference to Exhibit 10(b)(xi)(h) to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2003.
10(iii)(A)(81)		Confidential Separation Agreement and General Release, between the Registrant and Brian Brooks, is incorporated by reference to Exhibit 10(b)(xi)(i) to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2003.
10(iii)(A)(82)		Supplemental Agreement, made as of January 31, 2005, to a Confidential Agreement and General Release, made as of February 27, 2004, by and between the Registrant and Brian J. Brooks.*
(xvii) Gunnar Wilmot
10(iii)(A)(83)		Executive Special Benefit Agreement, dated as of January 1, 1990, between the Registrant and Gunnar Wilmot, is incorporated by reference to Exhibit 10(b)(x)(d) to the Registrant’s Report on Form 10-K for the year ended December 31, 2001.
10(iii)(A)(84)		Supplemental Agreement, dated as of May 23, 1990, to an Executive Special Benefit Agreement, dated as of January 1, 1990, between the Registrant and Gunnar Wilmot, is incorporated by reference to Exhibit 10(b)(x)(c) to the Registrant’s Report on Form 10-K for the year ended December 31, 2001.
10(iii)(A)(85)		Executive Special Benefit Agreement, dated as of October 1, 1996, between the Registrant and Gunnar Wilmot, is incorporated by reference to Exhibit 10(b)(x)(b) to the Registrant’s Report on Form 10-K for the year ended December 31, 2001.

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Exhibit No.		Description
10(iii)(A)(86)		Executive Special Benefit Agreement, dated as of April 1, 1999, between the Registrant and Gunnar Wilmot, is incorporated by reference to Exhibit 10(b)(x)(a) to the Registrant’s Report on Form 10-K for the year ended December 31, 2001.
10(iii)(A)(87)		Executive Special Benefit Agreement, dated as of January 1, 2002, between the Registrant and Gunnar Wilmot, is incorporated by reference to Exhibit 10(b)(x)(a) to the Registrant’s Report on Form 10-K for the year ended December 31, 2002.
10(iii)(A)(88)		Letter Agreement, dated June 27, 2003, between the Registrant and Gunnar Wilmot providing for the Cancellation of Certain Stock Options is incorporated by reference to Exhibit 10(iii)(A)(xi) to the Registrant’s Report on Form 10-Q for the quarter ended June 30, 2003.
10(iii)(A)(89)		Executive Special Benefit Agreement, dated as of May 16, 2003, and signed as of November 6, 2003, between the Registrant and Gunnar Wilmot, is incorporated by reference to Exhibit 10(b)(xiii)(g) to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2003.
10(iii)(A)(90)		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)(91)		The Stock Option Plan (1988) and the Achievement Stock Award Plan of the Registrant are incorporated by reference to Appendices C and D of the Prospectus, dated May 4, 1989, forming part of its Registration Statement on Form S-8 (No. 33-28143).
10(iii)(A)(92)		The Management Incentive Compensation Plan of the Registrant is incorporated by reference to the Registrant’s Report on Form 10-Q for the quarter ended June 30, 1995.
10(iii)(A)(93)		The 1986 Stock Incentive Plan of the Registrant is incorporated by reference to Registrant’s Annual Report on Form 10-K for the year ended December 31, 1993.
10(iii)(A)(94)		The 1986 United Kingdom Stock Option Plan of the Registrant is incorporated by reference to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 1992.
10(iii)(A)(95)		The Employee Stock Purchase Plan (1985) of the Registrant, as amended, is incorporated by reference to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 1993.
10(iii)(A)(96)		The Long-Term Performance Incentive Plan of the Registrant is incorporated by reference to Appendix A of the Prospectus dated December 12, 1988 forming part of its Registration Statement on Form S-8 (No. 33-25555).
10(iii)(A)(97)		Resolution of the Board of Directors adopted on February 16, 1993, amending the Long-Term Performance Incentive Plan is incorporated by reference to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 1992.
10(iii)(A)(98)		Resolution of the Board of Directors adopted on May 16, 1989 amending the Long-Term Performance Incentive Plan is incorporated by reference to the Registrant’s Report on Form 10-K for the year ended December 31, 1989.
10(iii)(A)(99)		The 1996 Stock Incentive Plan of the Registrant is incorporated by reference to the Registrant’s Report on Form 10-Q for the quarter ended June 30, 1996.
10(iii)(A)(100)		The 1997 Performance Incentive Plan of the Registrant is incorporated by reference to the Registrant’s Report on Form 10-Q for the quarter ended June 30, 1997.
10(iii)(A)(101)		True North Communications Inc. Stock Option Plan is incorporated by reference to Exhibit 4.5 of Post-Effective Amendment No. 1 on Form S-8 to Registration Statement on Form S-4 (Registration No. 333-59254).
10(iii)(A)(102)		Bozell, Jacobs, Kenyon & Eckhardt, Inc. Stock Option Plan is incorporated by reference to Exhibit 4.5 of Post-Effective Amendment No. 1 on Form S-8 to Registration Statement on Form S-4 (Registration No. 333-59254).

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Exhibit No.		Description
10(iii)(A)(103)		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)(104)		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.
10(iii)(A)(105)		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)(106)		The Interpublic Senior Executive Retirement Income Plan is incorporated by reference to the Registrant’s Report on Form 10-Q for the quarter ended September 30, 2003.
10(iii)(A)(107)		The Interpublic Capital Accumulation Plan is incorporated by reference to the Registrant’s Report on Form 10-Q for the quarter ended September 30, 2003.
10(iii)(A)(108)		The Interpublic Outside Directors Stock Incentive Plan of Interpublic, as amended through August 1, 2003, is incorporated by reference to the Registrant’s Report on Form 10-Q for the quarter ended September 30, 2003.
10(iii)(A)(109)		2004 Performance Incentive Plan of the Registrant 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)(110)		The Interpublic Non-Management Directors’ Stock Incentive Plan is incorporated by reference to Appendix C to the Registrant’s Proxy Statement on Schedule 14A, filed with the SEC on April 23, 2004.
10(iii)(A)(111)		The Interpublic Senior Executive Retirement Income Plan — Form of Participation Agreement is incorporated by reference to Exhibit 10.7 of the Registrant’s Current Report on Form 8-K, filed with the SEC on October 27, 2004.
10(iii)(A)(112)		The Interpublic Capital Accumulation Plan — Form of Participation Agreement is incorporated by reference to Exhibit 10.8 of the Registrant’s Current Report on Form 8-K, filed with the SEC on October 27, 2004.
10(iii)(A)(113)		The Interpublic Group of Companies, Inc. 2004 Performance Incentive Plan (the “PIP”) — Form of Instrument of Restricted Stock is incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, filed with the SEC on October 27, 2004.
10(iii)(A)(114)		PIP — Form of Instrument of Restricted Stock Units is incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K, filed with the SEC on October 27, 2004.
10(iii)(A)(115)		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)(116)		Interpublic’s Non-Management Directors’ Stock Incentive Plan (the “Non-Management Directors’ Plan”) — Form of Instrument of Restricted Shares is incorporated by reference to Exhibit 10.5 to the Registrant’s Current Report on Form 8-K filed with the SEC on October 27, 2004.
10(iii)(A)(117)		The Non-Management Directors’ Plan — Form of Instrument of Restricted Share Units is incorporated by reference to Exhibit 10.6 of the Registrant’s Current Report on Form 8-K, filed with the SEC on October 27, 2004.
10(iii)(A)(118)		The Non-Management Directors’ Plan — Form of Plan Option Certificate is incorporated by reference to Exhibit 10.4 of the Registrant’s Current Report on Form 8-K, filed with the SEC on October 27, 2004.
(21)		Subsidiaries of the Registrant.*
(24)		Power of Attorney to sign Form 10-K and resolution of Board of Directors re Power of Attorney.*

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Exhibit No.		Description
(31.1)		Certification dated as of October 17, 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 October 17, 2005 and executed by Frank Mergenthaler, under Section 302 of S-OX.**
(32)		Certification dated as of October 17, 2005 and executed by Michael I. Roth and Frank Mergenthaler, furnished pursuant to Section 906 of S-OX.**

*	Previously filed with the Company’s Annual Report on Form 10-K for the year ended December 31, 2004, filed September 30, 2005.

**	Filed herewith.

262

 

	(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

	(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

 

	(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

	(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