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SCHEDULE 13G
Amendment No. 4
INTERPUBLIC GROUP OF COS INC
Common Stock
Cusip #460690100
Cusip #460690100
Item 1: Reporting Person - FMR LLC
Item 4: Delaware
Item 5: 1,369,144
Item 6: 0
Item 7: 22,235,687
Item 8: 0
Item 9: 22,235,687
Item 11: 4.732%
Item 12: HC
Cusip #460690100
Item 1: Reporting Person - Edward C. Johnson 3d
Item 4: United States of America
Item 5: 0
Item 6: 0
Item 7: 22,235,687
Item 8: 0
Item 9: 22,235,687
Item 11: 4.732%
Item 12: IN
SCHEDULE 13G - TO BE INCLUDED IN
STATEMENTS
FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b)
Item 1(a). Name of Issuer:
INTERPUBLIC GROUP OF COS INC
Item 1(b). Name of Issuer's Principal Executive Offices:
1114 Avenue of the Americas
19th Floor
New York, New York 10036
USA
Item 2(a). Name of Person Filing:
FMR LLC
Item 2(b). Address or Principal Business Office or, if None,
Residence:
82 Devonshire Street, Boston,
Massachusetts 02109
Item 2(c). Citizenship:
Not applicable
Item 2(d). Title of Class of Securities:
Common Stock
Item 2(e). CUSIP Number:
460690100
Item 3. This statement is filed pursuant to Rule 13d-1(b) or 13d-2(b)
and the person filing, FMR LLC, is a parent holding company
in accordance with Section 240.13d-1(b)(ii)(G). (Note: See
Item 7).
Item 4. Ownership
(a) Amount Beneficially Owned: 22,235,687
(b) Percent of Class: 4.732%
(c) Number of shares as to which such
person has:
(i) sole power to vote or to direct
the vote: 1,369,144
(ii) shared power to vote or to
direct the vote: 0
(iii) sole power to dispose or to
direct the disposition of: 22,235,687
(iv) shared power to dispose or to
direct the disposition of: 0
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the
date hereof, the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following (X).
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
Not applicable
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent
Holding Company.
See attached Exhibit A.
Item 8. Identification and Classification of Members of
the Group.
Not applicable. See attached Exhibit A.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
Inasmuch as the reporting persons are no longer the beneficial
owners of more than five percent of the number of shares
outstanding, the reporting persons have no further reporting
obligation under Section 13(d) of the Securities and Exchange
Commission thereunder, and the reporting persons have no
obligation to amend this Statement if any material change
occurs in the facts set forth herein.
Signature
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
February 13, 2012
Date
/s/ Scott C. Goebel
Signature
Scott C. Goebel
Duly authorized under Power of Attorney
effective as of June 1, 2008 by and on behalf of FMR LLC
and its direct and indirect subsidiaries
SCHEDULE 13G - TO BE INCLUDED IN
STATEMENTS
FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b)
Pursuant to the instructions in Item 7 of Schedule 13G,
Fidelity Management & Research Company ("Fidelity"), 82
Devonshire Street, Boston, Massachusetts 02109, a wholly-
owned subsidiary of FMR LLC and an investment adviser
registered under Section 203 of the Investment Advisers Act
of 1940, is the beneficial owner of 20,774,969 shares or
4.421% of the Common Stock outstanding of INTERPUBLIC
GROUP OF COS INC ("the Company") as a result of acting
as investment adviser to various investment companies
registered under Section 8 of the Investment Company Act of
1940. The number of shares of Common Stock of
INTERPUBLIC GROUP OF COS INC owned by the
investment companies at December 31, 2011 included
7,455,721 shares of Common Stock resulting from the
assumed conversion of 100,144 shares of INTERPUBLIC
GRP 5.25% PC B (74.45 shares of Common Stock for each
share of Convertible Preferred Stock).
Edward C. Johnson 3d and FMR LLC, through its
control of Fidelity, and the funds each has sole power to
dispose of the 20,774,969 shares owned by the Funds.
Members of the family of Edward C. Johnson 3d,
Chairman of FMR LLC, are the predominant owners, directly
or through trusts, of Series B voting common shares of FMR
LLC, representing 49% of the voting power of FMR LLC.
The Johnson family group and all other Series B shareholders
have entered into a shareholders' voting agreement under
which all Series B voting common shares will be voted in
accordance with the majority vote of Series B voting common
shares. Accordingly, through their ownership of voting
common shares and the execution of the shareholders' voting
agreement, members of the Johnson family may be deemed,
under the Investment Company Act of 1940, to form a
controlling group with respect to FMR LLC.
Neither FMR LLC nor Edward C. Johnson 3d,
Chairman of FMR LLC, has the sole power to vote or direct
the voting of the shares owned directly by the Fidelity Funds,
which power resides with the Funds' Boards of Trustees.
Fidelity carries out the voting of the shares under written
guidelines established by the Funds' Boards of Trustees.
Fidelity Management Trust Company, 82 Devonshire
Street, Boston, Massachusetts 02109, a wholly-owned
subsidiary of FMR LLC and a bank as defined in Section
3(a)(6) of the Securities Exchange Act of 1934, is the
beneficial owner of 148,399 shares or 0.032% of the
Common Stock outstanding of the Company as a result of its
serving as investment manager of the institutional account(s).
Edward C. Johnson 3d and FMR LLC, through its
control of Fidelity Management Trust Company, each has sole
dispositive power over 148,399 shares and sole power to vote
or to direct the voting of 148,399 shares of Common Stock
owned by the institutional account(s) as reported above.
Strategic Advisers, Inc., 82 Devonshire Street, Boston,
MA 02109, a wholly-owned subsidiary of FMR LLC and an
investment adviser registered under Section 203 of the
Investment Advisers Act of 1940, provides investment
advisory services to individuals. As such, FMR LLC's
beneficial ownership includes 14,624 shares, or 0.003%, of the
Common Stock outstanding of INTERPUBLIC GROUP OF
COS INC, beneficially owned through Strategic Advisers, Inc.
Pyramis Global Advisors, LLC ("PGALLC"), 900
Salem Street, Smithfield, Rhode Island, 02917, an indirect
wholly-owned subsidiary of FMR LLC and an investment
adviser registered under Section 203 of the Investment
Advisers Act of 1940, is the beneficial owner of 1,070,963
shares or 0.228% of the outstanding Common Stock of
INTERPUBLIC GROUP OF COS INC as a result of its
serving as investment adviser to institutional accounts, non-
U.S. mutual funds, or investment companies registered under
Section 8 of the Investment Company Act of 1940 owning
such shares. The number of shares of Common Stock of
INTERPUBLIC GROUP OF COS INC owned by the
institutional account(s) at December 31, 2011 included
1,070,963 shares of Common Stock resulting from the
assumed conversion of 14,385 shares of INTERPUBLIC GRP
5.25% PC B (74.45 shares of Common Stock for each share of
Convertible Preferred Stock).
Edward C. Johnson 3d and FMR LLC, through its
control of PGALLC, each has sole dispositive power over
1,070,963 shares and sole power to vote or to direct the voting
of 1,070,963 shares of Common Stock owned by the
institutional accounts or funds advised by PGALLC as
reported above.
Pyramis Global Advisors Trust Company ("PGATC"),
900 Salem Street, Smithfield, Rhode Island, 02917, an indirect
wholly-owned subsidiary of FMR LLC and a bank as defined
in Section 3(a)(6) of the Securities Exchange Act of 1934, is
the beneficial owner of 226,732 shares or 0.048% of the
outstanding Common Stock of the INTERPUBLIC GROUP
OF COS INC as a result of its serving as investment manager
of institutional accounts owning such shares. The number of
shares of Common Stock of INTERPUBLIC GROUP OF
COS INC owned by the institutional account(s) at December
31, 2011 included 208,312 shares of Common Stock resulting
from the assumed conversion of 2,798 shares of
INTERPUBLIC GRP 5.25% PC B (74.45 shares of Common
Stock for each share of Convertible Preferred Stock).
Edward C. Johnson 3d and FMR LLC, through its
control of Pyramis Global Advisors Trust Company, each has
sole dispositive power over 226,732 shares and sole power to
vote or to direct the voting of 135,158 shares of Common
Stock owned by the institutional accounts managed by
PGATC as reported above.
SCHEDULE 13G - TO BE INCLUDED IN
STATEMENTS
FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b)
RULE 13d-1(f)(1) AGREEMENT
The undersigned persons, on February 13, 2012, agree
and consent to the joint filing on their behalf of this Schedule
13G in connection with their beneficial ownership of the
Common Stock of INTERPUBLIC GROUP OF COS INC at
December 31, 2011.
FMR LLC
By /s/ Scott C. Goebel
Scott C. Goebel
Duly authorized under Power of Attorney effective as
of June 1, 2008, by and on behalf of FMR LLC and its direct
and indirect subsidiaries
Edward C. Johnson 3d
By /s/ Scott C. Goebel
Scott C. Goebel
Duly authorized under Power of Attorney effective as
of June 1, 2008, by and on behalf of Edward C. Johnson 3d
Fidelity Management & Research Company
By /s/ Scott C. Goebel
Scott C. Goebel
Senior V.P. and General Counsel