##### Table of Contents



UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549
  Form 10-K
   þ

ANNUAL REPORT PURSUANT TO SECTION 13 OF THE SECURITIES
    EXCHANGE ACT OF 1934For the fiscal year ended
    December 31, 2007    Commission file number 1-6686
   THE INTERPUBLIC GROUP OF
    COMPANIES, INC.
 (Exact name of registrant as
    specified in its charter)
   Delaware

13-1024020State or other jurisdiction
    of
    incorporation or organization

(I.R.S. Employer
    Identification No.)   1114 Avenue of the Americas, New York, New York 10036
  (Address of principal executive
    offices) (Zip Code)
 (212) 704-1200
   Securities registered pursuant to Section 12(b) of the
    Act:
  Title of each class

Name of each exchange on which registeredCommon Stock, $0.10 par value

New York Stock Exchange   Securities
    Registered Pursuant to Section 12(g) of the Act:
    None
  þ o
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. o
  Rule 12b-2
  þ o o o
 (Do
    not check if a smaller reporting company)
  Rule 12b-2 o þ
    DOCUMENTS
    INCORPORATED BY REFERENCE




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##### 



TABLE OF
    CONTENTS
  PagePART I.Item 1.


Business


4Item 1A.


Risk Factors


8Item 1B.


Unresolved Staff Comments


10Item 2.


Properties


11Item 3.


Legal Proceedings


11Item 4.


Submission of Matters to a Vote of Security
    Holders


11PART II.Item 5.


Market for Registrants Common Equity,
    Related Stockholder Matters and Issuer Purchases of Equity
    Securities


13Item 6.


Selected Financial Data


15Item 7.


Managements Discussion and Analysis of
    Financial Condition and Results of Operations


16Item 7A.


Quantitative and Qualitative Disclosures About
    Market Risk


40Item 8.


Financial Statements and Supplementary Data


41Item 9.


Changes in and Disagreements With Accountants on
    Accounting and Financial Disclosure


98Item 9A.


Controls and Procedures


98Item 9B.


Other Information


101PART III.Item 10.


Directors, Executive Officers and Corporate
    Governance


102Item 11.


Executive Compensation


102Item 12.


Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters


102Item 13.


Certain Relationships and Related Transactions,
    and Director Independence


103Item 14.


Principal Accountant Fees and Services


103PART IV.Item 15.


Exhibits, Financial Statements Schedules


104EX-12: SUPPLEMENTAL CALCULATION OF RATIO OF EARNINGS TO FIXED CHARGESEX-21: SUBSIDIARIES OF THE REGISTRANTEX-23: CONSENT OF PRICEWATERHOUSECOOPERS LLPEX-24: POWER OF ATTORNEYEX-31.1: CERTIFICATIONEX-31.2: CERTIFICATIONEX-32: CERTIFICATION   2




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##### Table of Contents



STATEMENT
    REGARDING FORWARD-LOOKING DISCLOSURE
  Form 10-K
    
    our ability to attract new clients and retain existing clients;
    our ability to retain and attract key employees;
    risks associated with assumptions we make in connection with our
    critical accounting estimates;
    potential adverse effects if we are required to recognize
    impairment charges or other adverse accounting-related
    developments;
    potential adverse developments in connection with the ongoing
    Securities and Exchange Commission (SEC)
    investigation;
    risks associated with the effects of global, national and
    regional economic and political conditions, including
    fluctuations in economic growth rates, interest rates and
    currency exchange rates; and
    developments from changes in the regulatory and legal
    environment for advertising and marketing and communications
    services companies around the world.   3




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##### Table of Contents



PART I  Item 1.
    Business    About
    Us
          Market
    Strategy
       4




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##### Table of Contents



Our
    Offering
    
    McCann offers
    best-in-class
    communications tools and resources to many of the worlds
    top companies and most famous brands. We believe McCann is
    exceptionally qualified to meet client demands, in all regions
    of the world and in all marketing disciplines, through its
    operating units: McCann Erickson Advertising, with operations in
    over 100 countries; MRM Worldwide for relationship
    marketing and digital expertise; Momentum Worldwide for
    experiential marketing; and McCann Healthcare Worldwide for
    healthcare communications.
    Launched in 2006, Draftfcb is a modern agency model for clients
    seeking creative and accountable marketing programs. With more
    than 130 years of expertise, the company has its roots in
    both consumer advertising and behavioral, data-driven direct
    marketing. We believe the agency is the first global,
    behavior-based, creative and accountable marketing
    communications organization operating as a financially and
    structurally integrated business unit.
    Lowe is a premier creative agency that operates in the
    worlds largest advertising markets. Lowe is focused on
    delivering and sustaining high-value ideas for some of the
    worlds largest clients. The quality of the agencys
    product is evident in its global creative rankings and its
    standing in major markets. By partnering with Interpublics
    marketing services companies, Lowe generates and executes ideas
    that are frequently recognized for effectiveness, amplified by
    smart communication channel planning. 5




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##### Table of Contents




    Our domestic independent agencies include some of the larger
    full-service agency brands, Campbell-Ewald, Campbell Mithun,
    Deutsch, Hill Holliday, The Martin Agency and Mullen. The
    integrated marketing programs created by this group have helped
    build some of the most powerful brands in the U.S., across all
    sectors and industries.
    We have exceptional marketing specialists across a range of
    channels. These include FutureBrand (corporate branding), Jack
    Morton (experiential marketing), Octagon (sports marketing),
    public relations specialists like WeberShandwick and Golin
    Harris, and
    best-in-class
    digital agencies, led by
    R/GA. Our
    healthcare communications specialists reside within our three
    global brands, McCann, Draftfcb and Lowe.
    We also have two global media agencies, Initiative and Universal
    McCann, which provide specialized services in media planning and
    buying, market intelligence and
    return-on-marketing
    investment analysis for clients. Initiative and Universal McCann
    operate independently but work alongside Draftfcb and McCann
    Erickson, respectively. Aligning the efforts of our major media
    and our integrated communications networks improves cross-media
    communications and our ability to deliver integrated marketing
    programs.    Financial
    Reporting Segments
    Principal
    Markets
    Sources
    of Revenue
    mark-up. agreed-upon and/or
 6




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##### Table of Contents



Consolidated Revenues for the Three Months Ended2007


2006


2005March 31

$
1,359.1



20.7%


$
1,327.0



21.4%


$
1,328.2



21.2%June 30


1,652.7



25.2%



1,532.9



24.8%



1,610.7



25.7%September 30


1,559.9



23.8%



1,453.8



23.5%



1,439.7



22.9%December 31


1,982.5



30.3%



1,877.1



30.3%



1,895.7



30.2%$
6,554.2






$
6,190.8






$
6,274.3     Clients
    Personnel
   7




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##### Table of Contents



Available
    Information
  Form 10-K, Form 10-Q, Form 8-K, http://www.interpublic.com,
  http://www.interpublic.com,
  Item 1A.
    Risk
    Factors    
    Ongoing SEC investigations regarding our accounting
    restatements could adversely affect us.  Form 10-K Form 10-K.
  Form 8-K
  
    We operate in a highly competitive industry.     8




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##### Table of Contents




    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.    
    Downgrades of our credit ratings could adversely affect
    us.    
    Our liquidity profile could be adversely affected.    
    If some of our clients experience financial distress,
    their weakened financial position could negatively affect our
    own financial position and results.   9




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##### Table of Contents




    International business risks could adversely affect our
    operations.    
    In 2006 and prior years, we recognized 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 may not be able to meet our performance targets and
    milestones.    
    We are subject to regulations and other governmental
    scrutiny that could restrict our activities or negatively impact
    our revenues.    Item 1B.
    Unresolved
    Staff Comments   10




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##### Table of Contents



Item 2.
    Properties    Item 3.
    Legal
    Proceedings    Item 4.
    Submission
    of Matters to a Vote of Security Holders    Executive
    Officers of Interpublic
  Name

Age

OfficeMichael I.
    Roth(1)


62


Chairman of the Board and Chief Executive OfficerNicholas J. Camera


61


Senior Vice President, General Counsel and SecretaryChristopher F. Carroll


41


Senior Vice President, Controller and Chief Accounting OfficerJohn J. Dooner, Jr.


59


Chairman and CEO of McCann WorldgroupThomas A. Dowling


56


Senior Vice President, Chief Risk OfficerPhilippe Krakowsky


45


Executive Vice President, Strategy and Corporate RelationsFrank Mergenthaler


47


Executive Vice President and Chief Financial OfficerTimothy A. Sompolski


55


Executive Vice President, Chief Human Resources Officer     (1)
    Also a Director    Mr. Roth
  Mr. Camera
  Mr. Carroll
  Mr. Dooner
 11




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##### Table of Contents



Mr. Dowling
  Mr. Krakowsky
  Mr. Mergenthale
  Mr. Sompolski
 12




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##### Table of Contents



PART II  Item 5.
    Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities  Price
    Range of Common Stock
    NYSE Sale PricePeriod

High


Low2007:Fourth Quarter

$
10.55


$
8.10Third Quarter

$
11.61


$
9.75Second Quarter

$
12.97


$
11.31First Quarter

$
13.81


$
12.172006:Fourth Quarter

$
12.35


$
9.79Third Quarter

$
9.98


$
7.86Second Quarter

$
10.04


$
8.35First Quarter

$
10.56


$
9.51   Dividend
    Policy
  quarter-by-quarter
  Transfer
    Agent and Registrar for Common Stock
        (877) 363-6398
  Sales of
    Unregistered Securities
   13




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##### Table of Contents



Repurchase
    of Equity Securities
    MaximumNumberof SharesAverage


Total Number of Shares


that May Yet BeTotal Number


Price


Purchased as Part of


Purchasedof Shares


Paid per


Publicly Announced


Under the PlansPurchased


Share(2)


Plans or Programs


or ProgramsOctober 1-31


34,750


$
10.08







November 1-30


38,075


$
9.35







December 1-31


29,293


$
8.79







Total(1)


102,118


$
9.44







     (1)
    
    Consists of restricted shares of our common stock withheld under
    the terms of grants under employee stock compensation plans to
    offset tax withholding obligations that occurred upon vesting
    and release of restricted shares during each month of the fourth
    quarter of 2007 (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. 14




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##### Table of Contents



Item 6.
    Selected
    Financial Data  THE
    INTERPUBLIC GROUP OF COMPANIES, INC. AND SUBSIDIARIES
    Selected Financial Data
    (Amounts in Millions, Except Per Share Amounts and Ratios)
    (Unaudited)
  Years Ended December 31,2007


2006


2005


2004


2003Revenue

$
6,554.2


$
6,190.8


$
6,274.3


$
6,387.0


$
6,161.7Salaries and related expenses


4,139.2



3,944.1



3,999.1



3,733.0



3,501.4Office and general expenses


2,044.8



2,079.0



2,288.1



2,250.4



2,225.3Restructuring and other reorganization-related charges
    (reversals)


25.9



34.5



(7.3
)


62.2



172.9Long-lived asset impairment and other charges






27.2



98.6



322.2



294.0Motorsports contract termination costs














113.6



Operating income (loss)


344.3



106.0



(104.2
)


(94.4
)


(31.9
)Total (expenses) and other income


(108.6
)


(111.0
)


(82.4
)


(172.6
)


(340.9
)Provision for income taxes


58.9



18.7



81.9



262.2



242.7Income (loss) from continuing operations


167.6



(36.7
)


(271.9
)


(544.9
)


(640.1
)Income from discontinued operations, net of tax






5.0



9.0



6.5



101.0Net income (loss) applicable to common stockholders

$
131.3


$
(79.3
)

$
(289.2
)

$
(558.2
)

$
(539.1
)Earnings (loss) per share of common stockBasic:Continuing operations

$
0.29


$
(0.20
)

$
(0.70
)

$
(1.36
)

$
(1.66
)Discontinued operations






0.01



0.02



0.02



0.26Total

$
0.29


$
(0.19
)

$
(0.68
)

$
(1.34
)

$
(1.40
)Diluted:Continuing operations

$
0.26


$
(0.20
)

$
(0.70
)

$
(1.36
)

$
(1.66
)Discontinued operations






0.01



0.02



0.02



0.26Total

$
0.26


$
(0.19
)

$
(0.68
)

$
(1.34
)

$
(1.40
)Weighted average shares:Basic


457.7



428.1



424.8



415.3



385.5Diluted


503.1



428.1



424.8



415.3



385.5OTHER DATAAs of December 31,Cash and cash equivalents and marketable securities

$
2,037.4


$
1,957.1


$
2,191.5


$
1,970.4


$
2,067.0Total assets


12,458.1



11,864.1



11,945.2



12,253.7



12,467.9Long-term debt


2,044.1



2,248.6



2,183.0



1,936.0



2,198.7Total liabilities


10,125.9



9,923.5



9,999.9



10,535.4



10,349.1Preferred stock  Series A










373.7



373.7



373.7Preferred stock  Series B


525.0



525.0



525.0







Total stockholders equity


2,332.2



1,940.6



1,945.3



1,718.3



2,118.8Ratios of earnings to fixed
    charges(1)


1.6



N/A



N/A



N/A



N/A    (1)
    
    We had a less than 1:1 ratio of earnings to fixed charges due to
    our losses in the years ended December 31, 2006, 2005, 2004
    and 2003. To provide a 1:1 coverage ratio for the deficient
    periods, results as reported would have required additional
    earnings of $5.0, $186.6, $267.0 and $372.8 in 2006, 2005, 2004
    and 2003, respectively. 15




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##### Table of Contents



Managements
    Discussion and Analysis of Financial Condition
    and Results of Operations
    (Amounts in Millions, Except Per Share Amounts)
  Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations                EXECUTIVE
    SUMMARY
           16




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##### Table of Contents



Managements
    Discussion and Analysis of Financial Condition
    and Results of Operations  (Continued)
    (Amounts in Millions, Except Per Share Amounts)
      
    Actively managing staff costs in non-revenue supporting roles;
    Improving financial systems and back-office processing;
    Reducing organizational complexity and divesting non-core and
    underperforming businesses; and
    Improving our real estate utilization.      
    Total revenue increased by 5.9%.
    Organic revenue increase was 3.8%, primarily due to higher
    revenue from existing clients.
    Operating margin was 5.3% in 2007, compared to 1.7% in 2006.
    Salaries and related expenses as a percentage of revenue was
    63.2% in 2007 compared to 63.7% in 2006. Office and general
    expenses as a percentage of revenue was 31.2% in 2007, compared
    to 33.6% in 2006.
    Operating expenses increased $125.1.
    Total salaries and related expenses increased 4.9%, primarily to
    support the growth of our business. The organic increase was
    2.7%.
    Total office and general expenses decreased 1.6% mainly due to
    improvements in our financial systems, back-office processes and
    internal controls, which resulted in lower professional fees.
    The organic decrease was 2.7%.
    Restructuring and other reorganization-related charges reduced
    operating income by $25.9 in 2007 and $34.5 in 2006. The
    majority of charges in 2007 related to a restructuring plan at
    Lowe and the reorganization of our media businesses.
    As of December 31, 2007, cash and cash equivalents and
    marketable securities increased $80.3 primarily due to improved
    operating results and proceeds from the sale of businesses and
    investments, partially offset by working capital usage,
    acquisitions, including deferred payments, and capital
    expenditures.
    We have successfully completed our
    18-month
    plan to remediate the remainder of our previous material
    weaknesses as of December 31, 2007. See Item 9A,
    Controls and Procedures, for further discussion. 17




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##### Table of Contents



Managements
    Discussion and Analysis of Financial Condition
    and Results of Operations  (Continued)
    (Amounts in Millions, Except Per Share Amounts)
   CRITICAL
    ACCOUNTING ESTIMATES
    Revenue
    Recognition
         18




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##### Table of Contents



Managements
    Discussion and Analysis of Financial Condition
    and Results of Operations  (Continued)
    (Amounts in Millions, Except Per Share Amounts)
  No. 99-19, Reporting Revenue Gross as a Principal versus Net as an
    Agent
    Form 10-K
  Stock-Based
    Compensation
  Share-Based Payment
   19




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##### Table of Contents



Managements
    Discussion and Analysis of Financial Condition
    and Results of Operations  (Continued)
    (Amounts in Millions, Except Per Share Amounts)
  Income
    Taxes
    Accounting for Income Taxes ,
  Accounting for Uncertainty in Income Taxes
  Goodwill
    and Other Intangible Assets
    Goodwill and Other Intangible Assets
 20




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##### Table of Contents



Managements
    Discussion and Analysis of Financial Condition
    and Results of Operations  (Continued)
    (Amounts in Millions, Except Per Share Amounts)
          Units

Excess of Fair Value Over Carrying Value (Lowest -
    Highest)Tested

Low End

High End

90% of Low End2007

9

$5.3  $250.6

$13.4  $380.6

$(42.7)  $124.62006

13

$0.2  $1,990.2

$2.4  $2,400.2

$(46.8)  $1,330.2     Pension
    and Postretirement Benefits
   21




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##### Table of Contents



Managements
    Discussion and Analysis of Financial Condition
    and Results of Operations  (Continued)
    (Amounts in Millions, Except Per Share Amounts)
      RESULTS
    OF OPERATIONS
  Consolidated
    Results of Operations
  REVENUE
  2007
    Compared to 2006
  Components of ChangeYear Ended





Net





Year EndedDecember 31,


Foreign


Acquisitions/





December 31,


Change2006


Currency


(Divestitures)


Organic


2007


Organic


TotalConsolidated

$
6,190.8



197.5



(70.7
)


236.6


$
6,554.2



3.8
%


5.9
%Domestic


3,441.2







(9.3
)


218.1



3,650.0



6.3
%


6.1
%International


2,749.6



197.5



(61.4
)


18.5



2,904.2



0.7
%


5.6
%United Kingdom


565.6



50.3



(35.5
)


8.7



589.1



1.5
%


4.2
%Continental Europe


1,043.0



95.1



(24.0
)


(29.4
)


1,084.7



(2.8
)%


4.0
%Latin America


303.4



18.4



(10.6
)


2.9



314.1



1.0
%


3.5
%Asia Pacific


512.0



25.7



12.5



31.1



581.3



6.1
%


13.5
%Other


325.6



8.0



(3.8
)


5.2



335.0



1.6
%


2.9
%    22




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##### Table of Contents



Managements
    Discussion and Analysis of Financial Condition
    and Results of Operations  (Continued)
    (Amounts in Millions, Except Per Share Amounts)
  2006
    Compared to 2005
  Components of ChangeYear Ended





Net





Year EndedDecember 31,


Foreign


Acquisitions/





December 31,


Change2005


Currency


(Divestitures)


Organic


2006


Organic


TotalConsolidated

$
6,274.3



20.6



(165.4
)


61.3


$
6,190.8



1.0
%


(1.3
)%Domestic


3,461.1







(38.3
)


18.4



3,441.2



0.5
%


(0.6
)%International


2,813.2



20.6



(127.1
)


42.9



2,749.6



1.5
%


(2.3
)%United Kingdom


619.9



3.8



(18.4
)


(39.7
)


565.6



(6.4
)%


(8.8
)%Continental Europe


1,135.5



2.4



(110.1
)


15.2



1,043.0



1.3
%


(8.1
)%Latin America


259.7



11.6



1.6



30.5



303.4



11.7
%


16.8
%Asia Pacific


473.5



(3.6
)


(2.8
)


44.9



512.0



9.5
%


8.1
%Other


324.6



6.4



2.6



(8.0
)


325.6



(2.5
)%


0.3
%     OPERATING
    EXPENSES
  Years Ended December 31,2007


2006


2005% of





% of





% of$


Revenue


$


Revenue


$


RevenueSalaries and related expenses

$
4,139.2



63.2
%

$
3,944.1



63.7
%

$
3,999.1



63.7
%Office and general expenses


2,044.8



31.2
%


2,079.0



33.6
%


2,288.1



36.5
%Restructuring and other reorganization- related charges
    (reversals)


25.9







34.5







(7.3
)Long-lived asset impairment and other charges










27.2







98.6Total operating expenses

$
6,209.9






$
6,084.8






$
6,378.5Operating income (loss)

$
344.3



5.3
%

$
106.0



1.7
%

$
(104.2
)


(1.7
)%   Salaries
    and Related Expenses
   23




---



##### Table of Contents



Managements
    Discussion and Analysis of Financial Condition
    and Results of Operations  (Continued)
    (Amounts in Millions, Except Per Share Amounts)
    Components of Change During the YearNetPrior Year


Foreign


Acquisitions/





Reported


ChangeAmount


Currency


(Divestitures)


Organic


Amount


Organic


Total2007

$
3,944.1



122.2



(32.5
)


105.4


$
4,139.2



2.7
%


4.9
%2006


3,999.1



11.7



(85.0
)


18.3



3,944.1



0.5
%


(1.4
)%     Years Ended December 31,2007


2006


2005Base salaries, benefits and tax


51.9
%


52.3
%


51.8
%Incentive expense


3.6
%


3.3
%


2.2
%Severance expense


1.2
%


1.6
%


2.6
%Temporary help


3.5
%


3.6
%


3.7
%All other salaries and related expenses


3.0
%


2.9
%


3.4
%   2007
    Compared to 2006
    
    Base salaries, benefits and temporary help grew by $99.1,
    primarily to support business growth in IAN, predominantly at
    our largest network, McCann, and to support growth in the public
    relations businesses in CMG.
    Cash bonus accruals and long-term incentive stock expense
    increased by $31.7, primarily due to improved operating
    performance versus financial targets at certain operating units,
    higher long-term incentive stock expense due to the effect of
    equity awards granted in June 2006 and a one-time
    performance-based equity award granted in 2006 to a limited
    number of senior executives across the Company.    2006
    Compared to 2005
   24




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##### Table of Contents



Managements
    Discussion and Analysis of Financial Condition
    and Results of Operations  (Continued)
    (Amounts in Millions, Except Per Share Amounts)
    Office
    and General Expenses
    Components of Change During the YearNetForeign


Acquisitions/





Reported


ChangePrior Year Amount


Currency


(Divestitures)


Organic


Amount


Organic


Total2007

$
2,079.0



66.0



(43.8
)


(56.4
)

$
2,044.8



(2.7
)%


(1.6
)%2006


2,288.1



6.5



(95.8
)


(119.8
)


2,079.0



(5.2
)%


(9.1
)%     Years Ended December 31,2007


2006


2005Professional fees


2.5
%


3.9
%


5.3
%Occupancy expense (excluding depreciation and amortization)


8.1
%


8.6
%


8.4
%Travel & entertainment, office supplies and telecom


4.7
%


4.8
%


5.0
%All other office and general expenses


15.9
%


16.3
%


17.8
%   2007
    Compared to 2006
    
    Improvements in our financial systems, back-office processes and
    internal controls resulted in a reduction in professional fees
    of $75.8. We expect professional fees to continue to decline in
    2008.
    Occupancy costs, including depreciation and amortization,
    declined by $13.6.    2006
    Compared to 2005
   25




---



##### Table of Contents



Managements
    Discussion and Analysis of Financial Condition
    and Results of Operations  (Continued)
    (Amounts in Millions, Except Per Share Amounts)
    Restructuring
    and Other Reorganization-Related Charges
    (Reversals)
    Years Ended December 31,2007


2006


2005Restructuring charges (reversals):Lease termination and other exit costs

$
(0.4
)

$
1.5


$
(5.9
)Severance and termination costs


13.8







(1.4
)13.4



1.5



(7.3
)Other reorganization-related charges


12.5



33.0



Total

$
25.9


$
34.5


$
(7.3
)   Restructuring
    Charges (Reversals)
        Other
    Reorganization-Related Charges
   26




---



##### Table of Contents



Managements
    Discussion and Analysis of Financial Condition
    and Results of Operations  (Continued)
    (Amounts in Millions, Except Per Share Amounts)
  Long-Lived
    Asset Impairment and Other Charges
      Years Ended December 31,2006


2005IAN


IAN


CMG


TotalGoodwill impairment

$
27.2


$
97.0


$



$
97.0Other






1.5



0.1



1.6Total

$
27.2


$
98.5


$
0.1


$
98.6   2006
    2005
     27




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##### Table of Contents



Managements
    Discussion and Analysis of Financial Condition
    and Results of Operations  (Continued)
    (Amounts in Millions, Except Per Share Amounts)
  EXPENSES
    AND OTHER INCOME
  Years Ended December 31,2007


2006


2005Cash interest on debt obligations

$
(205.9
)

$
(186.8
)

$
(177.3
)Non-cash amortization


(30.8
)


(31.9
)


(4.6
)Interest expense


(236.7
)


(218.7
)


(181.9
)Interest income


119.6



113.3



80.0Net interest expense


(117.1
)


(105.4
)


(101.9
)Other income (expense)


8.5



(5.6
)


19.5Total

$
(108.6
)

$
(111.0
)

$
(82.4
)   Net
    Interest Expense
      Other
    Income (Expense)
  Years Ended December 31,2007


2006


2005Loss on early extinguishment of debt

$
(12.5
)

$
(80.8
)

$
Net (losses) gains on sales of businesses


(16.7
)


8.1



10.1Vendor discount and credit adjustments


24.3



28.2



2.6Net gains on sales of available-for-sale securities and
    miscellaneous investment income


7.3



36.1



16.3Investment impairments


(6.2
)


(0.3
)


(12.2
)Other income


12.3



3.1



2.7Total

$
8.5


$
(5.6
)

$
19.5  28




---



##### Table of Contents



Managements
    Discussion and Analysis of Financial Condition
    and Results of Operations  (Continued)
    (Amounts in Millions, Except Per Share Amounts)
  Loss on
    Early Extinguishment of Debt
  
    2007  In November, we retired $200.0 of our
    4.50% Convertible Senior Notes due 2023 in connection with
    the issuance of $200.0 aggregate principal amount of
    4.75% Convertible Senior Notes due 2023 and as a result we
    recorded non-cash charges relating to the debt extinguishment.
    2006  In November, we retired $400.0 of our
    4.50% Convertible Senior Notes due 2023 in connection with
    the issuance of $400.0 aggregate principal amount of
    4.25% Convertible Senior Notes due 2023 and as a result we
    recorded non-cash charges relating to the debt extinguishment.    Net
    (Losses) Gains on Sales of Businesses
  
    2007  In the second quarter we sold several
    businesses within Draftfcb for a loss of $9.3 and in the third
    quarter incurred charges at Lowe of $7.8 as a result of the
    realization of cumulative translation adjustment balances from
    the liquidation of several businesses, as well as charges from
    the partial disposition of a business in South Africa.
    2006  In connection with the 2005 sale of a European
    FCB agency, we released $11.1 into income primarily related to
    certain contingent liabilities that we retained subsequent to
    the sale, which were resolved in the fourth quarter of 2006.
    2005  We had net gains related to the sale of a
    McCann agency of $18.6, partially offset by a loss of $13.0 from
    the sale of a European FCB agency.  Vendor
    Discount and Credit Adjustments
  
    We are in the process of settling our liabilities related to
    vendor discounts and credits primarily established during the
    2004 Restatement. Amounts included in other income (expense)
    reflect the reversal of certain liabilities as a result of
    settlements with clients or vendors or where the statute of
    limitations has lapsed. For further information on vendor
    discounts and credits see Note 4 to the Consolidated
    Financial Statements and the Liquidity and Capital Resources
    section.  Net Gains
    on Sales of Available-for-Sale Securities and Miscellaneous
    Investment Income
  
    2007  In the fourth quarter we realized a gain of
    $3.0 related to the sale of certain available-for-sale
    securities.
    2006  In the second quarter, we had net gains of
    $20.9 related to the sale of an investment located in Asia
    Pacific and the sale of our remaining ownership interest in an
    agency within Lowe. In addition, during the third quarter, we
    sold our interest in a German advertising agency and recognized
    its remaining cumulative translation adjustment balance, which
    resulted in a non-cash benefit of $17.0.
    2005  We had net gains of $8.3 related to the sale of
    our remaining equity ownership interest in an agency within FCB,
    and net gains on sales of certain available-for-sale securities
    of $7.9.  Investment
    Impairments
  
    2007  During the fourth quarter we realized an
    other-than-temporary charge of $5.8 relating to a $12.5
    investment in auction rate securities, representing our total
    investment in auction rate securities.
    2005  We recorded charges of $12.2, primarily related
    to a $7.1 adjustment of the carrying amount of our remaining
    unconsolidated investment in Latin America to fair value as a
    result of our intent to sell 29




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##### Table of Contents



Managements
    Discussion and Analysis of Financial Condition
    and Results of Operations  (Continued)
    (Amounts in Millions, Except Per Share Amounts)
  and $3.7 related to a decline in value of certain
    available-for-sale investments that were determined to be
    other-than-temporary.    Other
    Income
  
    2007  Primarily includes dividend income from our
    cost investments.  INCOME
    TAXES
  Years Ended December 31,2007


2006


2005Income (loss) from continuing operations before provision for
    income taxes

$
235.7


$
(5.0
)

$
(186.6
)Provision for income taxes  continuing operations

$
58.9


$
18.7


$
81.9Benefit of income taxes  discontinued operations






(5.0
)


(9.0
)Total provision for income taxes

$
58.9


$
13.7


$
72.9   2003-2004 non-U.S. jurisdictions
            Segment
    Results of Operations
   30




---



##### Table of Contents



Managements
    Discussion and Analysis of Financial Condition
    and Results of Operations  (Continued)
    (Amounts in Millions, Except Per Share Amounts)
    INTEGRATED
    AGENCY NETWORKS (IAN)
  REVENUE
  2007
    Compared to 2006
  Components of ChangeYear Ended





Net





Year EndedDecember 31,


Foreign


Acquisitions/





December 31,


Change2006


Currency


(Divestitures)


Organic


2007


Organic


TotalConsolidated

$
5,230.6



170.3



(45.5
)


150.3


$
5,505.7



2.9
%


5.3
%Domestic


2,840.0







(9.3
)


140.1



2,970.8



4.9
%


4.6
%International


2,390.6



170.3



(36.2
)


10.2



2,534.9



0.4
%


6.0
%     2006
    Compared to 2005
  Year Ended


Components of Change


Year EndedDecember 31,


Foreign


Net Acquisitions/





December 31,


Change2005


Currency


(Divestitures)


Organic


2006


Organic


TotalConsolidated

$
5,327.8



19.7



(151.9
)


35.0


$
5,230.6



0.7
%


(1.8
)%Domestic


2,904.6







(37.8
)


(26.8
)


2,840.0



(0.9
)%


(2.2
)%International


2,423.2



19.7



(114.1
)


61.8



2,390.6



2.6
%


(1.3
)%    31




---



##### Table of Contents



Managements
    Discussion and Analysis of Financial Condition
    and Results of Operations  (Continued)
    (Amounts in Millions, Except Per Share Amounts)
  SEGMENT
    OPERATING INCOME
  Years Ended December 31,


Change2007


2006


2005


07 vs 06


06 vs 05Segment operating income

$
528.2


$
391.4


$
249.7



35.0
%


56.7
%Operating margin


9.6
%


7.5
%


4.7
%   2007
    Compared to 2006
    2006
    Compared to 2005
    CONSTITUENCY
    MANAGEMENT GROUP (CMG)
  REVENUE
  2007
    Compared to 2006
  Year Ended


Components of Change


Year EndedDecember 31,


Foreign


Net Acquisitions/





December 31,


Change2006


Currency


(Divestitures)


Organic


2007


Organic


TotalConsolidated

$
960.2



27.2



(25.2
)


86.3


$
1,048.5



9.0
%


9.2
%Domestic


601.2











78.0



679.2



13.0
%


13.0
%International


359.0



27.2



(25.2
)


8.3



369.3



2.3
%


2.9
%    32




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##### Table of Contents



Managements
    Discussion and Analysis of Financial Condition
    and Results of Operations  (Continued)
    (Amounts in Millions, Except Per Share Amounts)
  2006
    Compared to 2005
  Components of ChangeYear Ended





Net





Year EndedDecember 31,


Foreign


Acquisitions/





December 31,


Change2005


Currency


(Divestitures)


Organic


2006


Organic


TotalConsolidated

$
944.2



0.9



(11.2
)


26.3


$
960.2



2.8
%


1.7
%Domestic


556.5







(0.5
)


45.2



601.2



8.1
%


8.0
%International


387.7



0.9



(10.7
)


(18.9
)


359.0



(4.9
)%


(7.4
)%     SEGMENT
    OPERATING INCOME
  Years Ended December 31,


Change2007


2006


2005


07 vs 06


06 vs 05Segment operating income

$
57.9


$
51.6


$
53.0



12.2
%


(2.6
)%Operating margin


5.5
%


5.4
%


5.6
%   2007
    Compared to 2006
    2006
    Compared to 2005
    CORPORATE
    AND OTHER
   33




---



##### Table of Contents



Managements
    Discussion and Analysis of Financial Condition
    and Results of Operations  (Continued)
    (Amounts in Millions, Except Per Share Amounts)
    2007
    Compared to 2006
    2006
    Compared to 2005
    LIQUIDITY
    AND CAPITAL RESOURCES
  CASH
    FLOW OVERVIEW
  Years Ended December 31,2007


2006


2005Net cash provided by (used in) operating activities

$
298.1


$
9.0


$
(20.2
)Net cash (used in) provided by investing activities


(267.8
)


11.6



166.4Net cash (used in) provided by financing activities


(37.3
)


(129.7
)


410.1Working capital usage (included in operating activities)

$
(171.0
)

$
(250.6
)

$
(173.7
)   December 31,2007


2006Cash, cash equivalents and marketable securities

$
2,037.4


$
1,957.1    34




---



##### Table of Contents



Managements
    Discussion and Analysis of Financial Condition
    and Results of Operations  (Continued)
    (Amounts in Millions, Except Per Share Amounts)
    Operating
    Activities
          Investing
    Activities
    Financing
    Activities
    LIQUIDITY
    OUTLOOK
   35




---



##### Table of Contents



Managements
    Discussion and Analysis of Financial Condition
    and Results of Operations  (Continued)
    (Amounts in Millions, Except Per Share Amounts)
      Funding
    Requirements
    
    Acquisitions  We continue to evaluate strategic
    opportunities to grow and to increase our ownership interests in
    current investments, particularly to develop the digital and
    marketing services components of our business and to expand our
    presence in high-growth markets, including Brazil, Russia, India
    and China.
    Payments related to vendor discounts and
    credits  Of the liabilities recognized as part
    of the 2004 Restatement, we estimate that we will pay
    approximately $65.0 related to vendor discounts and credits,
    internal investigations and international compensation
    arrangements over the next 12 months. As of
    December 31, 2007 our liability balance was $184.6.
    Debt Service  On March 15, 2008 holders of our
    $200.0 4.50% Convertible Senior Notes due 2023 may
    require us to repurchase these Notes for cash at par. Based on
    current market conditions, we believe that most or all holders
    will require us to repurchase their Notes. The remainder of our
    debt profile is primarily long-term, with maturities scheduled
    from 2009 to 2023.  Contractual
    Obligations
    2008


2009


2010


2011


2012


Thereafter


TotalLong-term
    debt(1)

$
9.2


$
252.3


$
244.1


$
500.6


$
0.7


$
1,246.4


$
2,253.3Interest payments


128.0



122.0



96.8



93.6



57.4



416.5



914.3Non-cancelable operating lease obligations


283.0



263.4



236.7



208.0



177.7



837.9



2,006.7Contingent acquisition
    payments(2)


60.4



26.4



49.8



17.1



10.0



3.5



167.2Uncertain tax positions


31.5



24.1



21.1



2.1



13.4



28.9



121.1$
512.1


$
688.2


$
648.5


$
821.4


$
259.2


$
2,533.2


$
5,462.6     (1)
    
    Holders of our $200.0 4.50% Notes may require us to
    repurchase their Notes for cash at par in March 2008 and as
    such, starting with the first quarter of 2007, we have included
    these Notes in short-term debt on our Consolidated Balance
    Sheets. These Notes will mature in 2023 if not converted or
    repurchased. 36




---



##### Table of Contents



Managements
    Discussion and Analysis of Financial Condition
    and Results of Operations  (Continued)
    (Amounts in Millions, Except Per Share Amounts)
  Holders of our $400.0 4.25% Notes may require us to
    repurchase their 4.25% Notes for cash at par in March 2012.
    These Notes will mature in 2023 if not converted or repurchased.(2)
    
    We have structured certain acquisitions with additional
    contingent purchase price obligations in order to reduce the
    potential risk associated with negative future performance of
    the acquired entity. All payments are contingent upon achieving
    projected operating performance targets and satisfying other
    conditions specified in the related agreements and are subject
    to revisions as the earn-out periods progress. See Note 17
    to the Consolidated Financial Statements for further information.      FINANCING
    AND SOURCES OF FUNDS
      
    In November 2007, we exchanged $200.0 of our
    4.50% Convertible Senior Notes due 2023 for the same
    aggregate principal amount of our 4.75% Convertible Senior
    Notes due 2023. This transaction extended the first date on
    which holders can require us to repurchase this portion of our
    debt from 2008 to 2013. It also extended the first date on which
    we can redeem this portion of our debt from 2009 to 2013.
    In December 2006, we exchanged all of our $250.0 Floating Rate
    Notes due 2008 for the same aggregate principal amount of
    Floating Rate Notes due 2010. The new Floating Rate Notes bear
    interest at a per annum rate equal to three-month LIBOR plus
    200 basis points, 125 basis points less than the
    interest rate on the old Floating Rate Notes.
    In November 2006, we exchanged $400.0 of our
    4.50% Convertible Senior Notes due 2023 for the same
    aggregate principal amount of our 4.25% Convertible Senior
    Notes due 2023. This transaction extended the first date on
    which holders can require us to repurchase this portion of our
    debt from 2008 to 2012 and extended the second date on which
    holders can require us to repurchase this portion of our debt
    from 2013 to 2015. It also extended the first date on which we
    can redeem this portion of our debt from 2009 to 2012.
    In June 2006, we replaced our existing $500.0 Three-Year
    Revolving Credit Facility, which would have expired in May 2007,
    with a new $750.0 Three-Year Credit Agreement (the Credit
    Agreement) as part of a capital markets transaction.  Credit
    Facilities
   37




---



##### Table of Contents



Managements
    Discussion and Analysis of Financial Condition
    and Results of Operations  (Continued)
    (Amounts in Millions, Except Per Share Amounts)
      Letters
    of Credit
    Cash
    Pooling
  agreed-upon
  DEBT
    RATINGS
   38




---



##### Table of Contents



Managements
    Discussion and Analysis of Financial Condition
    and Results of Operations  (Continued)
    (Amounts in Millions, Except Per Share Amounts)
  OTHER
    MATTERS
  SEC
    Investigation
  Form 10-K.
  Form 8-K
  2006
    Out-of-Period Amounts
    RECENT
    ACCOUNTING STANDARDS
   39




---



##### Table of Contents



Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk    Interest
    Rates
    Foreign
    Currencies
    Derivatives
   40




---



##### 



Item 8.
    Financial
    Statements and Supplementary Data  INDEX
   
 PageManagements Report on Internal Control over
    Financial Reporting

42Report of Independent Registered Public
    Accounting Firm

43Consolidated Statements of Operations for the
    years ended December 31, 2007, 2006 and 2005

44Consolidated Balance Sheets as of
    December 31, 2007 and 2006

45Consolidated Statements of Cash Flows for the
    years ended December 31, 2007, 2006 and 2005

46Consolidated Statements of Stockholders
    Equity and Comprehensive Income (Loss) for the years ended
    December 31, 2007, 2006 and 2005

47Notes to Consolidated Financial Statements

481. Summary of Significant Accounting Policies

482. Restructuring and Other Reorganization-Related
    Charges (Reversals)

543. Acquisitions and Dispositions

554. Supplementary Data

575. Earnings (loss) per share

606. Accumulated Other Comprehensive Loss

617. Goodwill and Other Intangible Assets

628. Long-Lived Asset Impairment and Other
    Charges

629. Provision for Income Taxes

6310. Debt and Credit Arrangements

6711. Warrants

7212. Convertible Preferred Stock

7313. Employee Benefits

7414. Stock-Based Compensation

8315. Segment Information

8716. Financial Instruments

9017. Commitments and Contingencies

9118. Recent Accounting Standards

9419. Out-of-Period Adjustments

9520. 2006 Review of Stock Option Practices

9621. Results by Quarter (Unaudited)

97   41




---



##### Table of Contents



MANAGEMENTS
    REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING  Rule 13a-15(f).
 42




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM            PricewaterhouseCoopers
    LLP
   43




---



##### Table of Contents



THE
    INTERPUBLIC GROUP OF COMPANIES, INC. AND SUBSIDIARIES



Consolidated
    Statements of Operations

(Amounts
    in Millions, Except Per Share Amounts)  Years Ended December 31,2007


2006


2005REVENUE

$
6,554.2


$
6,190.8


$
6,274.3OPERATING EXPENSES:Salaries and related expenses


4,139.2



3,944.1



3,999.1Office and general expenses


2,044.8



2,079.0



2,288.1Restructuring and other reorganization-related charges
    (reversals)


25.9



34.5



(7.3
)Long-lived asset impairment and other charges






27.2



98.6Total operating expenses


6,209.9



6,084.8



6,378.5OPERATING INCOME (LOSS)


344.3



106.0



(104.2
)EXPENSES AND OTHER INCOME:Interest expense


(236.7
)


(218.7
)


(181.9
)Interest income


119.6



113.3



80.0Other income (expense)


8.5



(5.6
)


19.5Total (expenses) and other income


(108.6
)


(111.0
)


(82.4
)Income (loss) from continuing operations before income
    taxes


235.7



(5.0
)


(186.6
)Provision for income taxes


58.9



18.7



81.9Income (loss) from continuing operations of consolidated
    companies


176.8



(23.7
)


(268.5
)Income applicable to minority interests, net of tax


(16.7
)


(20.0
)


(16.7
)Equity in net income of unconsolidated affiliates, net of tax


7.5



7.0



13.3Income (loss) from continuing operations


167.6



(36.7
)


(271.9
)Income from discontinued operations, net of tax






5.0



9.0NET INCOME (LOSS)


167.6



(31.7
)


(262.9
)Dividends on preferred stock


27.6



47.6



26.3Allocation to participating securities


8.7







NET INCOME (LOSS) APPLICABLE TO COMMON STOCKHOLDERS

$
131.3


$
(79.3
)

$
(289.2
)Earnings (loss) per share of common stockBasic:Continuing operations

$
0.29


$
(0.20
)

$
(0.70
)Discontinued operations






0.01



0.02Total

$
0.29


$
(0.19
)

$
(0.68
)Diluted:Continuing operations

$
0.26


$
(0.20
)

$
(0.70
)Discontinued operations






0.01



0.02Total

$
0.26


$
(0.19
)

$
(0.68
)Weighted-average number of common shares outstanding -Basic


457.7



428.1



424.8Diluted


503.1



428.1



424.8    44




---



##### Table of Contents



THE
    INTERPUBLIC GROUP OF COMPANIES, INC. AND SUBSIDIARIES



Consolidated
    Balance Sheets

(Amounts
    in Millions)  December 31,2007


2006ASSETS:Cash and cash equivalents

$
2,014.9


$
1,955.7Marketable securities


22.5



1.4Accounts receivable, net of allowance of $61.8 and $81.3


4,132.7



3,934.9Expenditures billable to clients


1,210.6



1,021.4Other current assets


305.1



295.4Total current assets


7,685.8



7,208.8Furniture, equipment and leasehold improvements, net


620.0



624.0Deferred income taxes


479.9



476.5Goodwill


3,231.6



3,067.8Other assets


440.8



487.0TOTAL ASSETS

$
12,458.1


$
11,864.1LIABILITIES:Accounts payable

$
4,124.3


$
4,124.1Accrued liabilities


2,691.2



2,426.7Short-term debt


305.1



82.9Total current liabilities


7,120.6



6,633.7Long-term debt


2,044.1



2,248.6Deferred compensation and employee benefits


553.5



606.3Other non-current liabilities


407.7



434.9TOTAL LIABILITIES


10,125.9



9,923.5Commitments and contingencies (Note 17)STOCKHOLDERS EQUITY:Preferred stock, no par value, shares authorized: 20.0Series B shares issued and outstanding: 0.5


525.0



525.0Common stock, $0.10 par value, shares authorized: 800.0shares issued: 2007  471.7; 2006  469.0shares outstanding: 2007  471.2; 2006 
    468.6


45.9



45.6Additional paid-in capital


2,635.0



2,586.2Accumulated deficit


(741.1
)


(899.2
)Accumulated other comprehensive loss, net of tax


(118.6
)


(303.0
)2,346.2



1,954.6Less:Treasury stock, at cost: 0.4 shares


(14.0
)


(14.0
)TOTAL STOCKHOLDERS EQUITY


2,332.2



1,940.6TOTAL LIABILITIES AND STOCKHOLDERS EQUITY

$
12,458.1


$
11,864.1    45




---



##### Table of Contents



THE
    INTERPUBLIC GROUP OF COMPANIES, INC. AND SUBSIDIARIES



Consolidated
    Statements of Cash Flows

(Amounts
    in Millions)  Years Ended December 31,2007


2006


2005CASH FLOWS FROM OPERATING ACTIVITIES:Net income (loss)

$
167.6


$
(31.7
)

$
(262.9
)Income from discontinued operations, net of tax






(5.0
)


(9.0
)Adjustments to reconcile net income (loss) to net cash
    provided by (used in) operating activities:Depreciation and amortization of fixed assets and intangible
    assets


177.2



173.6



168.8(Reversal) provision for bad debt


(3.6
)


1.2



16.9Amortization of restricted stock and other non-cash compensation


79.7



55.1



42.3Amortization of bond discounts and deferred financing costs


30.8



31.8



9.1Deferred income tax (benefit) provision


(22.4
)


(57.9
)


44.6Long-lived asset impairment and other charges






27.2



98.6Loss on early extinguishment of debt


12.5



80.8



Losses (gains) on sales of businesses and investments


9.4



(44.2
)


(26.4
)Income applicable to minority interests, net of tax


16.7



20.0



16.7Other


15.8



6.8



14.5Change in assets and liabilities, net of acquisitions and
    dispositions:Accounts receivable


43.5



235.4



39.6Expenditures billable to clients


(124.5
)


(87.7
)


(54.3
)Prepaid expenses and other current assets


9.7



(6.9
)


(6.6
)Accounts payable


(221.5
)


(370.0
)


(163.5
)Accrued liabilities


121.8



(21.4
)


11.1Other non-current assets and liabilities


(14.6
)


(3.1
)


40.3Net change in assets and liabilities related to discontinued
    operations






5.0



Net cash provided by (used in) operating activities


298.1



9.0



(20.2
)CASH FLOWS FROM INVESTING ACTIVITIES:Acquisitions, including deferred payments, net of cash acquired


(151.4
)


(15.1
)


(91.7
)Capital expenditures


(147.6
)


(127.8
)


(140.7
)Sales and maturities of short-term marketable securities


702.7



951.8



690.5Purchases of short-term marketable securities


(720.8
)


(839.1
)


(384.0
)Proceeds from sales of businesses and investments, net of cash
    sold


69.6



76.4



129.4Purchases of investments


(25.0
)


(36.4
)


(39.9
)Other investing activities


4.7



1.8



2.8Net cash (used in) provided by investing activities


(267.8
)


11.6



166.4CASH FLOWS FROM FINANCING ACTIVITIES:Net increase (decrease) in short-term bank borrowings


10.0



34.3



(35.9
)Payments of long-term debt


(6.7
)


(5.2
)


(257.1
)Proceeds from long-term debt


2.5



1.8



252.4Issuance costs and consent fees


(3.5
)


(50.6
)


(17.9
)Issuance of preferred stock, net of issuance costs










508.0Call spread transactions in connection with ELF Financing






(29.2
)


Distributions to minority interests


(18.1
)


(24.4
)


(22.6
)Preferred stock dividends


(27.6
)


(47.0
)


(20.0
)Other financing activities


6.1



(9.4
)


3.2Net cash (used in) provided by financing activities


(37.3
)


(129.7
)


410.1Effect of exchange rate changes on cash and cash equivalents


66.2



(11.1
)


(30.8
)Net increase (decrease) in cash and cash equivalents


59.2



(120.2
)


525.5Cash and cash equivalents at beginning of year


1,955.7



2,075.9



1,550.4Cash and cash equivalents at end of period

$
2,014.9


$
1,955.7


$
2,075.9SUPPLEMENTAL CASH FLOW INFORMATIONCash paid for interest

$
205.9


$
186.8


$
177.3Cash paid for income taxes, net of $31.1, $41.4 and $34.1 of
    refunds in 2007, 2006 and 2005 respectively

$
88.3


$
111.0


$
94.9    46




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##### Table of Contents



THE
    INTERPUBLIC GROUP OF COMPANIES, INC. AND SUBSIDIARIES



Consolidated
    Statements of Stockholders Equity and Comprehensive Income
    (Loss)

(Amounts
    in Millions, Except Per Share Amounts)  Years Ended December 31,2007


2006


2005COMMON STOCKBalance at beginning of year

$
45.6


$
43.0


$
42.5Series A conversion to common stock






2.8



Reclassification upon adoption of SFAS No. 123R






(1.0
)


Other


0.3



0.8



0.5Balance at end of year


45.9



45.6



43.0PREFERRED STOCKBalance at beginning of year, Series A






373.7



373.7Conversion to common stock






(373.7
)


Balance at end of year, Series A










373.7Balance at beginning of year, Series B


525.0



525.0



Issuance of preferred stock










525.0Balance at end of year, Series B


525.0



525.0



525.0ADDITIONAL PAID IN CAPITALBalance at beginning of year


2,586.2



2,224.1



2,208.9Cumulative effect of the adoption of SAB No. 108






23.3



Stock-based compensation


81.8



60.0



Reclassification upon adoption of SFAS No. 123R






(88.4
)


Restricted stock grants, net of forfeitures and amortization










42.7Series A conversion to common stock






370.9



Issuance of shares for acquisitions and investments


0.4



11.3



12.9Issuance of preferred stock










(17.4
)Preferred stock dividends


(27.6
)


(47.6
)


(26.3
)Call spread transactions in connection with ELF Financing






(29.2
)


Warrants issued to investors






63.4



Other


(5.8
)


(1.6
)


3.3Balance at end of year


2,635.0



2,586.2



2,224.1ACCUMULATED DEFICITBalance at beginning of year


(899.2
)


(841.1
)


(578.2
)Cumulative effect of the adoption of SAB No. 108






(26.4
)


Cumulative effect of the adoption of FIN No. 48


(9.5
)






Net income (loss)


167.6



(31.7
)


(262.9
)Balance at end of year


(741.1
)


(899.2
)


(841.1
)ACCUMULATED OTHER COMPREHENSIVE LOSSBalance at beginning of year


(303.0
)


(276.0
)


(248.6
)Adjustment for minimum pension liability (net of tax of ($1.7)
    and ($1.0) in 2006 and 2005, respectively)






39.7



1.4Unrecognized losses, transition obligation and prior service
    cost (net of tax of $9.8 in 2007)


46.5







Changes in market value of securities available-for-sale (net of
    tax of ($1.2), ($2.7) and ($7.8) in 2007, 2006 and 2005,
    respectively)


(5.2
)


(9.0
)


14.6Foreign currency translation adjustment


142.1



(23.3
)


(43.0
)Reclassification of investment gain to net earnings






17.0



Recognition of previously unrealized (gain) loss on securities
    available-for-sale, net of tax


1.0



(8.8
)


(0.4
)Net other comprehensive income (loss) adjustments


184.4



15.6



(27.4
)Adoption of SFAS No. 158






(42.6
)


Balance at end of year


(118.6
)


(303.0
)


(276.0
)TREASURY STOCKBalance at beginning and end of year


(14.0
)


(14.0
)


(14.0
)UNAMORTIZED DEFERRED COMPENSATIONBalance at beginning of year






(89.4
)


(66.0
)Reclassification upon adoption of SFAS No. 123R






89.4



Restricted stock, net of forfeitures and amortization










(23.4
)Balance at end of year










(89.4
)TOTAL STOCKHOLDERS EQUITY

$
2,332.2


$
1,940.6


$
1,945.3COMPREHENSIVE INCOME (LOSS)Net income (loss) applicable to common stockholders

$
131.3


$
(79.3
)

$
(289.2
)Preferred stock dividends


27.6



47.6



26.3Allocation to participating securities


8.7







Net other comprehensive income (loss) adjustments


184.4



15.6



(27.4
)Total comprehensive income (loss)

$
352.0


$
(16.1
)

$
(290.3
)NUMBER OF COMMON SHARESBalance at beginning of year


469.0



430.3



424.9Restricted stock, net of forfeitures


3.1



4.3



4.1Series A conversion to common stock






27.7



Other


(0.4
)


6.7



1.3Balance at end of year


471.7



469.0



430.3    47




---



##### Table of Contents



Notes to
    Consolidated Financial Statements
    (Amounts in Millions, Except Per Share Amounts)  Note 1:
    Summary
    of Significant Accounting Policies  Business
    Description
    Principles
    of Consolidation
    Consolidation of Variable Interest Entities (revised December
    2003), an Interpretation of ARB No. 51
  Reclassifications
    Use of
    Estimates
    Revenue
    Recognition
     48




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##### Table of Contents



Notes to
    Consolidated Financial
    Statements  (Continued)
    (Amounts in Millions, Except Per Share Amounts)
    
    Fees are generally recognized as earned based on the
    proportional performance method of revenue recognition in
    situations where our fee is reconcilable to the actual hours
    incurred to service the client as detailed in a contractual
    staffing plan or where the fee is earned on a per hour basis,
    with the amount of revenue recognized in both situations limited
    to the amount realizable under the client contract. We believe
    an input based measure (the hour) is appropriate in
    situations where the client arrangement essentially functions as
    a time and out-of-pocket expense contract and the client
    receives the benefit of the services provided throughout the
    contract term.
    Fees are recognized on a straight-line or monthly basis when
    service is provided essentially on a pro rata basis and the
    terms of the contract support monthly basis accounting.
    Certain fees (such as for major marketing events) are deferred
    until contract completion as the final act is so significant in
    relation to the service transaction taken as a whole. Fees are
    also recognized on a milestone basis if the terms of the
    contract call for the delivery of discrete projects, or on the
    completed contract basis if any of the criteria of Staff
    Accounting Bulletin (SAB) No. 104, Revenue
    Recognition,were not satisfied prior to job completion or
    if the terms of the contract do not otherwise qualify for
    proportional performance or monthly basis recognition.    No. 99-19, Reporting Revenue Gross as a Principal versus Net as an
    Agent
 49




---



##### Table of Contents



Notes to
    Consolidated Financial
    Statements  (Continued)
    (Amounts in Millions, Except Per Share Amounts)
  No. 01-14, Income Statement Characterization of Reimbursements Received
    for Out-of-Pocket Expenses Incurred
  Form 10-K
  Cash
    Equivalents
      Short-Term
    Marketable Securities
    Allowance
    for Doubtful Accounts
    Expenditures
    Billable to Clients
   50




---



##### Table of Contents



Notes to
    Consolidated Financial
    Statements  (Continued)
    (Amounts in Millions, Except Per Share Amounts)
    Investments
      Furniture,
    Equipment and Leasehold Improvements
    Goodwill
    and Other Intangible Assets
     51




---



##### Table of Contents



Notes to
    Consolidated Financial
    Statements  (Continued)
    (Amounts in Millions, Except Per Share Amounts)
  Goodwill and Other Intangible Assets
      Foreign
    Currencies
    Credit
    Risk
      Income
    Taxes
   52




---



##### Table of Contents



Notes to
    Consolidated Financial
    Statements  (Continued)
    (Amounts in Millions, Except Per Share Amounts)
  Earnings
    (Loss) Per Share
  No. 03-6, Participating Securities and the Two-Class Method under
    SFAS Statement No. 128 (EITF 03-6).
  paid-in-capital
  Pension
    and Postretirement Benefits
  Employers Accounting
    for Defined Benefit Pension and Other Postretirement Plans
  Stock-Based
    Compensation
  Share-Based Payment Accounting for Stock-Based
    Compensation
 53




---



##### Table of Contents



Notes to
    Consolidated Financial
    Statements  (Continued)
    (Amounts in Millions, Except Per Share Amounts)
  Accounting
    for Stock Issued to Employees
  Note 2:
    Restructuring
    and Other Reorganization-Related Charges (Reversals)    Years Ended December 31,2007


2006


2005Restructuring charges (reversals):Lease termination and other exit costs

$
(0.4
)

$
1.5


$
(5.9
)Severance and termination costs


13.8







(1.4
)13.4



1.5



(7.3
)Other reorganization-related charges


12.5



33.0



Total

$
25.9


$
34.5


$
(7.3
)   Restructuring
    Charges (Reversals)
         54




---



##### Table of Contents



Notes to
    Consolidated Financial
    Statements  (Continued)
    (Amounts in Millions, Except Per Share Amounts)
          2007


2003


2001Program


Program


Program


TotalLiability at December 31, 2005

$



$
26.0


$
23.0


$
49.0Net (reversals) charges and adjustments






(2.3
)


3.8



1.5Payments and
    other(1)






(11.1
)


(7.6
)


(18.7
)Liability at December 31, 2006

$



$
12.6


$
19.2


$
31.8Net charges (reversals) and adjustments


19.1



(0.5
)


(5.2
)


13.4Payments and
    other(1)


(7.2
)


(3.1
)


(5.3
)


(15.6
)Liability at December 31, 2007

$
11.9


$
9.0


$
8.7


$
29.6     (1)
    
    Includes amounts representing adjustments to the liability for
    changes in foreign currency exchange rates.  Other
    Reorganization-Related Charges
    Note 3:
    Acquisitions
    and Dispositions  Acquisitions
   55




---



##### Table of Contents



Notes to
    Consolidated Financial
    Statements  (Continued)
    (Amounts in Millions, Except Per Share Amounts)
          Years Ended December 31,2007


2006


2005Cash paid for current year acquisitions:Cost of investment

$
139.7


$



$
Compensation expense  related payments


0.7







Cash paid for prior year acquisitions:Cost of investment


16.1



15.1



91.7Compensation expense  related payments


1.4



7.8



5.3Less: cash acquired


(4.4
)






Total cash paid for acquisitions

$
153.5


$
22.9


$
97.0     Dispositions
   56




---



##### Table of Contents



Notes to
    Consolidated Financial
    Statements  (Continued)
    (Amounts in Millions, Except Per Share Amounts)
  Note 4:
    Supplementary
    Data  Valuation
    and Qualifying Accounts  Allowance for uncollectible
    accounts receivable
  Years Ended December 31,2007


2006


2005Balance at beginning of period

$
81.3


$
105.5


$
136.1(Reversals) charges to costs and expenses


(3.6
)


1.2



16.9Charges to other
    accounts(1)


3.9



0.2



(2.7
)Deductions:Dispositions


(0.5
)


(5.3
)


(3.3
)Uncollectible accounts written off


(24.3
)


(25.4
)


(32.9
)Foreign currency translation adjustment


5.0



5.1



(8.6
)Balance at end of period

$
61.8


$
81.3


$
105.5    (1)
    
    Amounts relate to allowance for doubtful accounts of acquired
    and newly consolidated companies, miscellaneous other amounts
    and reclassifications.  Furniture,
    Equipment and Leasehold Improvements
  December 31,2007


2006Furniture and equipment

$
983.2


$
952.0Leasehold improvements


599.7



584.9Land and buildings


126.1



104.11,709.0



1,641.0Less: accumulated depreciation


(1,089.0
)


(1,017.0
)$
620.0


$
624.0   Accrued
    Liabilities
  December 31,2007


2006Media and production expenses

$
1,943.5


$
1,690.7Salaries, benefits and related expenses


471.9



460.6Office and related expenses


90.9



99.2Professional fees


27.7



46.1Restructuring and other reorganization-related


30.1



18.0Interest


33.8



30.0Other


93.3



82.1Total

$
2,691.2


$
2,426.7   2004
    Restatement Liabilities
   57




---



##### Table of Contents



Notes to
    Consolidated Financial
    Statements  (Continued)
    (Amounts in Millions, Except Per Share Amounts)
      December 31,2007


2006Vendor discounts and credits

$
165.5


$
211.2Internal investigations (includes asset reserves)


8.2



19.5International compensation arrangements


10.9



32.3Total

$
184.6


$
263.0   Other
    Income (Expense)
  Years Ended December 31,2007


2006


2005Loss on early extinguishment of debt

$
(12.5
)

$
(80.8
)

$
Net (losses) gains on sales of businesses


(16.7
)


8.1



10.1Vendor discount and credit adjustments


24.3



28.2



2.6Net gains on sales of available-for-sale securities and
    miscellaneous investment income


7.3



36.1



16.3Investment impairments


(6.2
)


(0.3
)


(12.2
)Other income


12.3



3.1



2.7Total

$
8.5


$
(5.6
)

$
19.5     Loss on
    Early Extinguishment of Debt
  
    2007  In November, we retired $200.0 of our
    4.50% Convertible Senior Notes due 2023 in connection with
    the issuance of $200.0 aggregate principal amount of
    4.75% Convertible Senior Notes due 2023 and as a result we
    recorded non-cash charges relating to the debt extinguishment.
    2006  In November, we retired $400.0 of our
    4.50% Convertible Senior Notes due 2023 in connection with
    the issuance of $400.0 aggregate principal amount of
    4.25% Convertible Senior Notes due 2023 and as a result we
    recorded non-cash charges relating to the debt extinguishment.    Net
    (Losses) Gains on Sales of Businesses
  
    2007  In the second quarter we sold several
    businesses within Draftfcb for a loss of $9.3 and in the third
    quarter incurred charges at Lowe of $7.8 as a result of the
    realization of cumulative translation adjustment balances from
    the liquidation of several businesses, as well as charges from
    the partial disposition of a business in South Africa.
    2006  In connection with the 2005 sale of a European
    FCB agency, we released $11.1 into income, primarily related to
    certain contingent liabilities that we retained subsequent to
    the sale, which were resolved in the fourth quarter of 2006.
    2005  We had net gains related to the sale of a
    McCann agency of $18.6, partially offset by a loss of $13.0 from
    the sale of a European FCB agency. 58




---



##### Table of Contents



Notes to
    Consolidated Financial
    Statements  (Continued)
    (Amounts in Millions, Except Per Share Amounts)
   Vendor
    Discount and Credit Adjustments
  
    We are in the process of settling our liabilities related to
    vendor discounts and credits primarily established during the
    2004 Restatement. The amounts included in other income (expense)
    reflect the reversal of certain liabilities as a result of
    settlements with clients or vendors or where the statute of
    limitations has lapsed.  Net Gains on Sales of Available-for-Sale Securities and
    Miscellaneous Investment Income
  
    2007  In the fourth quarter we realized a gain of
    $3.0 related to the sale of certain available-for-sale
    securities.
    2006  In the second quarter, we had net gains of
    $20.9 related to the sale of an investment located in Asia
    Pacific and the sale of our remaining ownership interest in an
    agency within Lowe. In addition, during the third quarter, we
    sold our interest in a German advertising agency and recognized
    its remaining cumulative translation adjustment balance, which
    resulted in a non-cash benefit of $17.0.
    2005  We had net gains of $8.3 related to the sale of
    our remaining equity ownership interest in an agency within FCB,
    and net gains on sales of certain available-for-sale securities
    of $7.9.  Investment
    Impairments
  
    2007  During the fourth quarter we realized an
    other-than-temporary charge of $5.8 relating to a $12.5
    investment in auction rate securities, representing our total
    investment in auction rate securities.
    2005  We recorded charges of $12.2, primarily related
    to a $7.1 adjustment of the carrying amount of our remaining
    unconsolidated investment in Latin America to fair value as a
    result of our intent to sell and $3.7 related to a decline in
    value of certain available-for-sale investments that were
    determined to be other-than-temporary.    Other
    Income
  
    2007  Primarily includes dividend income from our
    cost investments.  Equity
    Investments in Unconsolidated Affiliates
    December 31,2006Consolidated Balance SheetTotal current assets

$
141.6Total non-current assets


30.5Total current liabilities


84.3Total non-current liabilities


3.5   Year EndedDecember 31,2006Consolidated Statement of OperationsRevenue

$
186.2Operating income


22.8Net income


16.5  59




---



##### Table of Contents



Notes to
    Consolidated Financial
    Statements  (Continued)
    (Amounts in Millions, Except Per Share Amounts)
  Note 5:
    Earnings
    (Loss) Per Share    Years Ended December 31,2007


2006


2005Income (loss) from continuing operations

$
167.6


$
(36.7
)

$
(271.9
)Less: Preferred stock dividends


27.6



47.6



26.3Allocation to participating
    securities(1)


8.7







Continuing income (loss) applicable to common
    stockholders  basic


131.3



(84.3
)


(298.2
)Add: Effect of dilutive securitiesInterest on 4.25% Convertible Senior Notes


1.4







Interest on 4.75% Convertible Senior Notes


0.5







Continuing income (loss) applicable to common
    stockholders  diluted

$
133.2


$
(84.3
)

$
(298.2
)Income from discontinued operations, net of tax






5.0



9.0Net income (loss) applicable to common
    stockholders  basic

$
131.3


$
(79.3
)

$
(289.2
)Net income (loss) applicable to common
    stockholders  diluted

$
133.2


$
(79.3
)

$
(289.2
)Weighted-average number of common shares
    outstanding  basic


457.7



428.1



424.8Effect of dilutive securities:Restricted stock and stock options


7.7







ELF Warrants  Capped (See Note 11)


3.5







4.25% Convertible Senior Notes


32.2







4.75% Convertible Senior Notes


2.0







Weighted-average number of common shares
    outstanding  diluted


503.1



428.1



424.8Earnings (loss) per share from continuing operations

$
0.29


$
(0.20
)

$
(0.70
)Earnings per share from discontinued operations






0.01



0.02Earnings (loss) per share  basic

$
0.29


$
(0.19
)

$
(0.68
)Earnings (loss) per share from continuing operations

$
0.26


$
(0.20
)

$
(0.70
)Earnings per share from discontinued operations






0.01



0.02Earnings (loss) per share  diluted

$
0.26


$
(0.19
)

$
(0.68
)     (1)
    
    Pursuant to EITF
    03-6, net
    income for purposes of calculating basic earnings per share is
    adjusted based on an earnings allocation formula that attributes
    earnings to participating securities and common stock according
    to dividends declared and participation rights in undistributed
    earnings. For 2007, participating 60




---



##### Table of Contents



Notes to
    Consolidated Financial
    Statements  (Continued)
    (Amounts in Millions, Except Per Share Amounts)
  securities consist of the 4.50% Convertible Senior Notes.
    Our participating securities have no impact on our net loss
    applicable to common stockholders for 2006 and 2005 since these
    securities do not participate in our net loss.      Years Ended December 31,2007


2006


2005Stock Options and Non-vested Restricted Stock Awards






5.5



4.84.25% Convertible Senior Notes






4.1



4.50% Convertible Senior Notes


30.2



60.3



64.4Series A Mandatory Convertible Preferred Stock






26.5



27.7Series B Cumulative Convertible Perpetual Preferred Stock


38.4



38.4



7.3Total


68.6



134.8



104.2Securities excluded from the diluted earnings (loss) per share
    calculation because the exercise price was greater than the
    average market price:Stock Options
    (1)


22.4



26.3



32.4Warrants
    (2)


38.8



37.4



     (1)
    
    These options represent what is outstanding at the end of the
    respective year. At the point that the exercise price is less
    than the average market price, these options have the potential
    to be dilutive and application of the treasury stock method
    would reduce this amount.(2)
    
    The potential dilutive impact of the warrants would be based
    upon the difference between the market price of one share of our
    common stock and the stated exercise prices of the warrants. See
    Note 11 for further discussion.    Note 6:
    Accumulated
    Other Comprehensive Loss    Years Ended December 31,2007


2006Foreign currency translation adjustment

$
(53.0
)

$
(195.1
)Unrealized holding gains on securities, net


2.2



6.4Unrecognized losses, transition obligation and prior service
    cost, net


(67.8
)


(114.3
)Accumulated other comprehensive loss, net of tax

$
(118.6
)

$
(303.0
)  61




---



##### Table of Contents



Notes to
    Consolidated Financial
    Statements  (Continued)
    (Amounts in Millions, Except Per Share Amounts)
  Note 7:
    Goodwill
    and Other Intangible Assets  Goodwill
    IAN


CMG


TotalBalance as of December 31, 2005

$
2,612.7


$
418.2


$
3,030.9Contingent and deferred payments for prior acquisitions


11.1



13.2



24.3Amounts allocated to business dispositions


(9.1
)


(2.7
)


(11.8
)Impairment charges (see Note 8)


(27.2
)






(27.2
)Other (primarily currency translation)


45.0



6.6



51.6Balance as of December 31, 2006


2,632.5



435.3



3,067.8Current year acquisitions


86.0







86.0Contingent and deferred payments for prior acquisitions


4.7



3.7



8.4Amounts allocated to business dispositions


(5.7
)






(5.7
)Other (primarily currency translation)


72.2



2.9



75.1Balance as of December 31, 2007

$
2,789.7


$
441.9


$
3,231.6   Other
    Intangible Assets
    December 31,2007


2006Gross


Accumulated


Net


Gross


Accumulated


Netamount


amortization


amount


amount


amortization


amountCustomer list

$
66.2


$
(27.9
)

$
38.3


$
36.7


$
(21.7
)

$
15.0Trade names


23.3



(3.8
)


19.5



7.1



(2.9
)


4.2Other


23.7



(11.5
)


12.2



19.6



(9.8
)


9.8   Note 8:
    Long-Lived
    Asset Impairment and Other Charges   62




---



##### Table of Contents



Notes to
    Consolidated Financial
    Statements  (Continued)
    (Amounts in Millions, Except Per Share Amounts)
    Years Ended December 31,2006


2005IAN


IAN


CMG


TotalGoodwill impairment

$
27.2


$
97.0


$



$
97.0Other






1.5



0.1



1.6Total

$
27.2


$
98.5


$
0.1


$
98.6   2006
    2005
      Note 9:
    Provision
    for Income Taxes    Years Ended December 31,2007


2006


2005Domestic

$
112.6


$
(103.5
)

$
54.4Foreign


123.1



98.5



(241.0
)Total

$
235.7


$
(5.0
)

$
(186.6
)  63




---



##### Table of Contents



Notes to
    Consolidated Financial
    Statements  (Continued)
    (Amounts in Millions, Except Per Share Amounts)
    Years Ended December 31,2007


2006


2005Federal income taxes (including foreign withholding taxes):Current

$
13.8


$
(0.7
)

$
20.8Deferred


(42.0
)


(14.8
)


16.0(28.2
)


(15.5
)


36.8State and local income taxes:Current


15.1



14.8



12.2Deferred


11.3



(24.8
)


4.626.4



(10.0
)


16.8Foreign income taxes:Current


52.4



62.5



4.3Deferred


8.3



(18.3
)


24.060.7



44.2



28.3Total

$
58.9


$
18.7


$
81.9     Years Ended December 31,2007


2006


2005U.S. federal statutory income tax rate


35.0
%


35.0
%


35.0
%Federal income tax provision (benefit) at statutory rate

$
82.5


$
(1.8
)

$
(65.3
)State and local income taxes, net of federal income tax benefit


17.2



(6.5
)


3.6Impact of foreign operations, including withholding taxes


46.9



(5.3
)


44.4Change in valuation allowance


(18.5
)


63.6



69.9Goodwill and other long-lived asset impairment charges


(0.3
)


3.8



19.8(Decreases) increases in unrecognized tax benefits, net


(73.6
)


(9.7
)


19.8Capitalized expenses










10.0Restricted stock


6.7



5.3



Capital gains (losses)


(2.5
)


(34.8
)


2.2Other


0.5



4.1



(22.5
)Provision for income taxes

$
58.9


$
18.7


$
81.9Effective tax rate on operations


25.0
%


(374.0
)%


(43.9
%)   2003-2004 non-U.S. jurisdictions
 64




---



##### Table of Contents



Notes to
    Consolidated Financial
    Statements  (Continued)
    (Amounts in Millions, Except Per Share Amounts)
    December 31,2007


2006Postretirement/post-employment benefits

$
38.8


$
32.4Deferred compensation


184.2



187.2Pension costs


27.4



37.6Basis differences in fixed assets


68.6



66.2Rent


19.6



19.8Interest


44.6



(3.4
)Accruals and reserves


78.4



63.7Allowance for doubtful accounts


13.1



16.3Basis differences in intangible assets


(153.6
)


(93.1
)Investments in equity securities


14.0



3.2Tax loss/tax credit carry forwards


649.1



646.9Restructuring and other merger-related costs


6.7



11.9Other


47.7



62.7Total deferred tax assets, net


1,038.6



1,051.4Valuation allowance


(481.6
)


(504.0
)Net deferred tax assets

$
557.0


$
547.4   Accounting for Income
    Tax ,
  Years Ended December 31,2007


2006


2005Balance at beginning of period

$
504.0


$
501.0


$
488.6(Reversed) charged to costs and expenses


(49.0
)


63.6



69.9Charged (reversed) to gross tax assets and other accounts


26.6



(60.6
)


(57.5
)Balance at end of period

$
481.6


$
504.0


$
501.0    65




---



##### Table of Contents



Notes to
    Consolidated Financial
    Statements  (Continued)
    (Amounts in Millions, Except Per Share Amounts)
    non-U.S. tax
    Accounting for Uncertainty in Income Taxes
    2007Balance at January 1, 2007

$
254.0Increases as a result of tax positions taken during a prior year


7.9Decreases as a result of tax positions taken during a prior year


(153.8
)Settlements with taxing authorities


(1.0
)Lapse of statutes of limitation


(2.4
)Increases as a result of tax positions taken during the current
    year


16.4Balance at December 31, 2007

$
121.1     non-U.S. tax
 66




---



##### Table of Contents



Notes to
    Consolidated Financial
    Statements  (Continued)
    (Amounts in Millions, Except Per Share Amounts)
      non-U.S. income
  Note 10:
    Debt
    and Credit Arrangements  Long-Term
    Debt
    December 31,2007


2006EffectiveInterest


Book


Fair


Book


FairRate
    (1)


Value


Value


Value


Value5.40% Senior Unsecured Notes due 2009 (less unamortized
    discount of $0.1)


5.43
%

$
249.9


$
238.8


$
249.8


$
245.0Floating Rate Senior Unsecured Notes due 2010 (less unamortized
    discount of $7.5)


8.65
%


242.5



235.0



239.9



253.87.25% Senior Unsecured Notes due 2011


7.25
%


499.5



475.0



499.3



500.06.25% Senior Unsecured Notes due 2014 (less unamortized
    discount of $0.7)


6.29
%


350.2



290.5



350.2



322.04.75% Convertible Senior Notes due 2023 (plus unamortized
    premium of $11.7)


3.50
%


211.7



204.2







4.50% Convertible Senior Notes due 2023


4.50
%


200.0



202.2



400.0



467.24.25% Convertible Senior Notes due 2023 (plus unamortized
    premium of $60.7)


0.58
%


460.7



404.8



475.2



487.2Other notes payable and capitalized leases  at
    interest rates from 1.2% to 19.5%






38.8







36.8Total long-term debt






2,253.3







2,251.2Less: current
    portion(2)






209.2







2.6Long-term debt, excluding current portion





$
2,044.1






$
2,248.6  67




---



##### Table of Contents



Notes to
    Consolidated Financial
    Statements  (Continued)
    (Amounts in Millions, Except Per Share Amounts)
    2008(2)

$
9.22009


252.32010


244.12011


500.62012(3)


0.7Thereafter


1,246.4Total long-term debt

$
2,253.3     (1)
    
    Excludes the effect of related gains/losses on interest rate
    swaps on our 5.40% and 6.25% Senior Unsecured Notes that
    were terminated in May 2005. The net cash receipts of the swap
    terminations of $1.1 will be recorded as an offset to interest
    expense over the remaining life of the related debt.(2)
    
    Holders of our $200.0 4.50% Notes may require us to
    repurchase their 4.50% Notes for cash at par in March 2008
    and as such, starting with the first quarter of 2007, we have
    included these Notes in short-term debt on our Consolidated
    Balance Sheets.(3)
    
    Holders of our $400.0 4.25% Notes may require us to
    repurchase their 4.25% Notes for cash at par in March 2012.  Debt
    Transactions
  Floating
    Rate Senior Unsecured Notes
    No. 96-19, Debtors Accounting for a Modification or Exchange of
    Debt Instruments (EITF 96-19),
  Convertible
    Senior Notes
  EITF 96-19 No. 06-6, Debtors Accounting for a Modification (or Exchange) of
    Convertible Debt Instruments (EITF 06-6),
 68




---



##### Table of Contents



Notes to
    Consolidated Financial
    Statements  (Continued)
    (Amounts in Millions, Except Per Share Amounts)
    EITF 96-19,
  Convertible
    Senior Note Terms
  Conversion
    Features
      Repurchase
    / Redemption Options
   69




---



##### Table of Contents



Notes to
    Consolidated Financial
    Statements  (Continued)
    (Amounts in Millions, Except Per Share Amounts)
    4.25% Notes


4.50% Notes


4.75% NotesRepurchase optionsFor cash


3/15/2012



3/15/2008For cash, common stock or combination


1) 3/15/2015



1) 3/15/2013



1) 3/15/20132) 3/15/2018



2) 3/15/2018



2) 3/15/2018Change of control events occuring prior to:


3/15/2012



3/15/2008



3/15/2013Redemption optionsFor cash


3/15/2012



9/15/2009



3/15/2013   Participating
    Security Features
    EITF 03-6,
  Embedded
    Derivatives
    Credit
    Arrangements
   70




---



##### Table of Contents



Notes to
    Consolidated Financial
    Statements  (Continued)
    (Amounts in Millions, Except Per Share Amounts)
    December 31,2007


2006Total


Amount


Letters


Total


Total


Amount


Letters


TotalFacility


Outstanding


of Credit


Available


Facility


Outstanding


of Credit


AvailableCommittedCredit Agreement

$
750.0


$



$
222.9


$
527.1


$
750.0


$



$
219.9


$
530.1UncommittedNon-U.S

$
537.4


$
95.9


$
1.1


$
440.4


$
518.9


$
80.3


$
1.1


$
437.5     3-month
     71




---



##### Table of Contents



Notes to
    Consolidated Financial
    Statements  (Continued)
    (Amounts in Millions, Except Per Share Amounts)
    Cash
    Poolings
  agreed-upon
  Note 11:
    Warrants  No. 00-19, Accounting for Derivative Financial Instruments Indexed to,
    and Potentially Settled in, a Companys Own Stock (EITF 00-19),
    EITF 00-19
 72




---



##### Table of Contents



Notes to
    Consolidated Financial
    Statements  (Continued)
    (Amounts in Millions, Except Per Share Amounts)
  EITF 03-6,
  Note 12:
    Convertible
    Preferred Stock      EITF 03-6,
  Payment
    of Dividends
       73




---



##### Table of Contents



Notes to
    Consolidated Financial
    Statements  (Continued)
    (Amounts in Millions, Except Per Share Amounts)
  Note 13:
    Employee
    Benefits  Pension
    Plans
      Postretirement
    Benefit Plans
       74




---



##### Table of Contents



Notes to
    Consolidated Financial
    Statements  (Continued)
    (Amounts in Millions, Except Per Share Amounts)
    Adoption
    of SFAS 158
      December 31,December 31, 2006





2006Prior to SFAS No.





Post SFAS No. 158158 Adjustments


Adjustments


AdjustmentsPension assets

$
6.9


$
(0.7
)

$
6.2Other assets


0.7



(0.7
)


Pension liabilities


187.6



37.6



225.2Postretirement liabilities


49.1



20.8



69.9Accumulated other comprehensive loss


(71.7
)


(42.6
)


(114.3
)  75




---



##### Table of Contents



Notes to
    Consolidated Financial
    Statements  (Continued)
    (Amounts in Millions, Except Per Share Amounts)
    Domestic


Foreign


Postretirement


Total Before


Tax (Expense)


Net After TaxPension Plans


Pension Plans


Benefit Plans


Tax Amount


Benefit


AmountCurtailments

$



$
0.7


$



$
0.7


$



$
0.7Settlements






(0.2
)






(0.2
)






(0.2
)Current year actuarial gain


11.4



30.1



6.0



47.5



(7.3
)


40.2Amortization of actuarial loss


6.8



2.8



0.9



10.5



(3.2
)


7.3Current year prior service cost






(1.7
)






(1.7
)






(1.7
)Amortization of prior service cost (credit)






0.2



(0.1
)


0.1







0.1Amortization of transition obligation






0.1



0.2



0.3



(0.1
)


0.2Other






(0.9
)






(0.9
)


0.8



(0.1
)Total recognized in accumulated other comprehensive loss

$
18.2


$
31.1


$
7.0


$
56.3


$
(9.8
)

$
46.5     Domestic Pension


Foreign Pension


PostretirementPlans


Plans


Benefit Plans


TotalActuarial loss

$
4.9


$
0.6


$
0.7


$
6.2Prior service cost (credit)






0.4



(0.1
)


0.3Transition obligation






0.1



0.1



0.2  76




---



##### Table of Contents



Notes to
    Consolidated Financial
    Statements  (Continued)
    (Amounts in Millions, Except Per Share Amounts)
  Pension
    and Postretirement Net Periodic Cost
    Domestic Pension Plans


Foreign Pension
    Plans(1)


Postretirement Benefit PlansYears Ended December
    31,

2007


2006


2005


2007


2006


2005


2007


2006


2005Service cost

$



$
0.8


$
0.7


$
15.1


$
17.5


$
17.2


$
0.5


$
0.5


$
0.7Interest cost


8.2



8.9



8.6



26.1



22.8



21.7



3.5



3.5



3.8Expected return on plan assets


(10.3
)


(9.3
)


(9.4
)


(24.0
)


(19.8
)


(14.9
)










Curtailment gains






(0.1
)






(0.1
)


(2.3
)


(2.2
)










Settlement (gains) losses














(0.9
)


0.5



1.4











Special termination benefits






















4.9











Amortization of:Transition obligation














0.1



0.2



1.4



0.2



0.1



0.1Prior service cost (credit)






0.1



(0.2
)


0.2



0.2



0.1



(0.1
)


(0.1
)


(0.1
)Unrecognized actuarial losses


6.8



7.0



6.3



2.8



6.5



6.7



0.9



0.7



0.9Other


















(0.2
)


0.8











Net periodic cost

$
4.7


$
7.4


$
6.0


$
19.3


$
25.4


$
37.1


$
5.0


$
4.7


$
5.4     Postretirement BenefitDomestic Pension Plans


Foreign Pension
    Plans(1)


PlansYears Ended December
    31,

2007


2006


2005


2007


2006


2005


2007


2006


2005Discount rate


5.68
%


5.41
%


5.45
%


4.64
%


4.38
%


4.81
%


5.75
%


5.50
%


5.50
%Rate of compensation increase


N/A



N/A



N/A



3.50
%


3.29
%


3.26
%


N/A



N/A



N/AExpected return on plan assets


8.16
%


8.17
%


8.63
%


6.83
%


6.52
%


6.28
%


N/A



N/A



N/A     (1)
    
    We have excluded certain immaterial foreign plans and presented
    only the principal foreign plans. 77




---



##### Table of Contents



Notes to
    Consolidated Financial
    Statements  (Continued)
    (Amounts in Millions, Except Per Share Amounts)
  Pension
    and Postretirement Benefit Obligation
    PostretirementDomestic Pension Plans


Foreign Pension
    Plans(1)


Benefit PlansDecember 31,

2007


2006


2007


2006


2007


2006Change in projected benefit obligationProjected benefit obligation at January 1

$
156.4


$
169.0


$
508.4


$
497.1


$
69.9


$
73.2Service cost






0.8



15.1



17.5



0.5



0.5Interest cost


8.2



9.0



26.1



22.7



3.5



3.5Benefits paid


(13.6
)


(17.4
)


(23.1
)


(24.1
)


(6.0
)


(7.5
)Plan participant contributions










1.9



2.2



1.7



1.5Plan amendments










1.7



1.4







Actuarial gains


(7.2
)






(30.2
)


(25.8
)


(6.0
)


(1.3
)Curtailments






(5.8
)


(0.7
)


(3.1
)






Settlements










(4.9
)


(34.8
)






Business acquisitions and divestitures










1.6











Foreign currency effect










20.4



49.3







Other






0.8



19.1



6.0







Projected benefit obligation at December 31

$
143.8


$
156.4


$
535.4


$
508.4


$
63.6


$
69.9Change in fair value of plan assetsFair value of plan assets at January 1

$
133.1


$
116.3


$
312.7


$
275.3


$



$
Actual return on plan assets


14.5



15.5



23.9



30.2







Employer contributions






17.9



30.1



24.8



4.3



6.0Plan participant contributions










1.9



2.2



1.7



1.5Benefits paid


(13.6
)


(17.4
)


(23.1
)


(24.2
)


(6.0
)


(7.5
)Settlements










(4.5
)


(35.6
)






Foreign currency effect










7.9



30.4







Business acquisitions and divestitures










1.6











Other






0.8



13.2



9.6







Fair value of plan assets at December 31

$
134.0


$
133.1


$
363.7


$
312.7


$



$
Funded status of the plans

$
(9.8
)

$
(23.3
)

$
(171.7
)

$
(195.7
)

$
(63.6
)

$
(69.9
) 78




---



##### Table of Contents



Notes to
    Consolidated Financial
    Statements  (Continued)
    (Amounts in Millions, Except Per Share Amounts)
  PostretirementDomestic Pension Plans


Foreign Pension
    Plans(1)


Benefit PlansDecember 31,

2007


2006


2007


2006


2007


2006Amounts recognized in consolidated balance sheetNon-current asset

$
3.5


$
1.8


$
6.5


$
4.4


$



$
Current liability










(7.2
)


(7.0
)


(5.7
)


(5.9
)Non-current liability


(13.3
)


(25.1
)


(171.0
)


(193.1
)


(57.9
)


(64.0
)Net liability recognized

$
(9.8
)

$
(23.3
)

$
(171.7
)

$
(195.7
)

$
(63.6
)

$
(69.9
)Accumulated benefit obligation

$
143.8


$
156.4


$
493.0


$
462.2Amounts recognized in accumulated other comprehensive lossNet actuarial loss

$
40.8


$
59.0


$
44.1


$
76.4


$
13.8


$
20.8Prior service cost (credit)


0.2



0.2



3.7



1.5



(0.8
)


(0.9
)Transition obligation










0.9



0.9



0.8



0.9Total amount recognized

$
41.0


$
59.2


$
48.7


$
78.8


$
13.8


$
20.8   Domestic Pension Plans


Foreign Pension
    Plans(1)December 31,

2007


2006


2007


2006Plans with underfunded or unfunded accumulated benefit
    obligationAggregate projected benefit obligation

$
129.9


$
142.9


$
520.1


$
496.3Aggregate accumulated benefit obligation


129.9



142.9



480.4



455.0Aggregate fair value of plan assets


116.6



117.7



342.1



296.3     (1)
    
    We have excluded certain immaterial foreign plans and presented
    only the principal foreign plans.      Domestic


Foreign


PostretirementPension Plans


Pension
    Plans(1)


Benefit PlansDecember 31,

2007


2006


2007


2006


2007


2006Discount rate


5.89
%


5.68
%


5.33
%


4.82
%


6.00
%


5.75
%Rate of compensation increase










3.81
%


3.66
%Healthcare cost trend rate assumed for next year Initial rate
    (weighted-average)


















9.00
%


9.50
%Year ultimate rate is reached


















2015



2015Ultimate rate


















5.50
%


5.50
%     (1)
    
    We have excluded certain immaterial foreign plans and presented
    only the principal foreign plans. 79




---



##### Table of Contents



Notes to
    Consolidated Financial
    Statements  (Continued)
    (Amounts in Millions, Except Per Share Amounts)
   Determination
    of Discount Rates
      Determination
    of the Expected Return on Assets
      Asset
    Allocation
      Plan Assets at December 31,2008 Target Allocation


Domestic


ForeignAsset category

Domestic


Foreign


2007


2006


2007


2006Equity securities


50
%


65
%


49
%


52
%


65
%


66
%Fixed income securities


25
%


23
%


26
%


22
%


23
%


22
%Real estate


10
%


3
%


8
%


7
%


3
%


5
%Other


15
%


9
%


17
%


19
%


9
%


7
%Total


100
%


100
%


100
%


100
%


100
%


100
%    80




---



##### Table of Contents



Notes to
    Consolidated Financial
    Statements  (Continued)
    (Amounts in Millions, Except Per Share Amounts)
  Healthcare
    Cost Trend
    1% Increase


1% DecreaseEffect of a one percentage point change in assumed healthcare
    cost trend on total service and interest cost components

$
0.1


$
(0.1
) on postretirement benefit obligation


1.4



(1.2
)   Cash
    Flows
  Contributions
  Estimated Future Payments
  Domestic


Foreign


PostretirementYears

Pension Plans


Pension Plans


Benefit Plans2008

$
13.0


$
23.1


$
6.32009


12.6



22.8



6.42010


11.8



21.1



6.52011


11.4



22.5



6.52012


11.7



25.8



6.52013 - 2017


52.9



145.6



30.2   2013-2017.
  Supplemental
    Compensation Plan
    Savings
    Plans
  and/or
 81




---



##### Table of Contents



Notes to
    Consolidated Financial
    Statements  (Continued)
    (Amounts in Millions, Except Per Share Amounts)
    Deferred
    Compensation and Benefit Arrangements
          Long-term
    Disability Plan
   82




---



##### Table of Contents



Notes to
    Consolidated Financial
    Statements  (Continued)
    (Amounts in Millions, Except Per Share Amounts)
  Note 14:
    Stock-Based
    Compensation  2006
    Performance Incentive Plan
      Years Ended December 31,2007


2006


2005Stock-based compensation expense

$
85.9


$
72.3


$
46.1Tax benefit


33.1



24.4



15.9     Accounting for Stock-Based
    Compensation  Transition and Disclosure 
    An Amendment of FASB No. 123
  As reported, net loss

$
(262.9
)Dividends on preferred stock


26.3Net loss applicable to common stockholders

$
(289.2
)Add back:Stock-based employee compensation expense included in net loss
    applicable to common stockholders, net of tax


30.2Less:Total fair value of stock-based employee compensation expense,
    net of tax


(62.6
)Pro forma net loss applicable to common stockholders

$
(321.6
)Loss per share  basic and dilutedAs reported

$
(0.68
)Pro forma

$
(0.76
)  83




---



##### Table of Contents



Notes to
    Consolidated Financial
    Statements  (Continued)
    (Amounts in Millions, Except Per Share Amounts)
  Employee
    Stock Purchase Plans
    Stock
    Options
      Weighted-AverageRemainingWeighted-Average


Contractual TermOptions


Exercise Price


(in years)Stock options outstanding as of January 1, 2007


32.6


$
23.94Granted


2.6



11.68Exercised


(0.3
)


9.66Cancelled/expired


(6.5
)


29.76Forfeited


(0.1
)


10.83Stock options outstanding as of December 31, 2007


28.3



21.73



5.0Stock options vested and expected to vest as of
    December 31, 2007


26.8



22.37



4.8Stock options exercisable at December 31, 2007


20.5



25.92



3.2   Weighted-Weighted-Average


AverageGrant Date


RemainingFair Value


Contractual TermOptions


(per option)


(in years)Non-vested as of January 1, 2007


6.3


$
4.80Granted


2.6



4.89Vested


(1.0
)


5.62Forfeited


(0.1
)


4.79Non-vested as of December 31, 2007


7.8



4.73



8.5    84




---



##### Table of Contents



Notes to
    Consolidated Financial
    Statements  (Continued)
    (Amounts in Millions, Except Per Share Amounts)
        Years Ended December 31,2007


2006


2005Expected
    volatility(1)


34.6
%


38.9
%


41.0
%Expected term
    (years)(2)


6.0



5.9



5.8Risk free interest
    rate(3)


4.8
%


5.1
%


4.0
%Expected dividend
    yield(4)


0.0
%


0.0
%


0.0
%Option grant price

$
11.68


$
8.73


$
12.39Option grant-date fair value

$
4.89


$
3.91


$
5.62     (1)
    
    The expected volatility for the second half of 2005 and the
    twelve months ended December 31, 2007 and 2006 used to
    estimate the fair value of stock options awarded is based on a
    blend of: (i) historical volatility of our common stock for
    periods equal to the expected term of our stock options and
    (ii) implied volatility of tradable forward put and call
    options to purchase and sell shares of our common stock. For the
    first half of 2005, the expected volatility factor was based on
    historical volatility of our common stock over the most recent
    period commensurate with the estimated expected term of our
    stock options.(2)
    
    The estimate of our expected term for the second half of 2005
    and the twelve months ended December 31, 2007 and 2006 is
    based on the average of (i) an assumption that all
    outstanding options are exercised upon achieving their full
    vesting date and (ii) an assumption that all outstanding
    options will be exercised at the midpoint between the current
    date (i.e., the date awards have ratably vested through) and
    their full contractual term. In determining the estimate, we
    considered several factors, including the historical option
    exercise behavior of our employees and the terms and vesting
    periods of the options. For the first half of 2005, our estimate
    of expected term was based on the historical patterns of
    exercises.(3)
    
    The risk free rate is determined using the implied yield
    currently available for zero-coupon U.S. government issuers with
    a remaining term equal to the expected term of the options.(4)
    
    No dividend yield was assumed because we currently do not pay
    cash dividends on our common stock and have no current plans to
    reinstate a dividend.  Stock-Settled
    Awards
     85




---



##### Table of Contents



Notes to
    Consolidated Financial
    Statements  (Continued)
    (Amounts in Millions, Except Per Share Amounts)
  Cash-Settled
    Awards
      Performance-Based
    Awards
  and/or
     86




---



##### Table of Contents



Notes to
    Consolidated Financial
    Statements  (Continued)
    (Amounts in Millions, Except Per Share Amounts)
    Stock-Settled Awards


Cash-Settled Awards


Performance-Based AwardsWeighted-Average





Weighted-Average





Weighted-AverageGrant-Date Fair





Grant-Date Fair





Grant-Date FairValue





Value





ValueAwards


(per award)


Awards


(per award)


Awards


(per award)Non-vested as of January 1, 2007


12.6


$
12.16



4.1


$
10.61



11.8


$
10.21Granted


5.0



11.68



0.9



11.44



2.9



11.69Vested


(3.7
)


16.83



(0.6
)


13.13



(0.1
)


9.19Forfeited


(1.3
)


10.99



(0.7
)


10.84



(1.3
)


10.76Non-vested as of December 31, 2007


12.6


$
10.73



3.7


$
10.33



13.3


$
10.49Total unrecognized compensation expense remaining

$
68.7






$
14.6






$
57.7Weighted-average years expected to be recognized over


1.6







1.5







1.7   Share
    Appreciation Performance-Based Units
    Note 15:
    Segment
    Information     87




---



##### Table of Contents



Notes to
    Consolidated Financial
    Statements  (Continued)
    (Amounts in Millions, Except Per Share Amounts)
  and/or
       88




---



##### Table of Contents



Notes to
    Consolidated Financial
    Statements  (Continued)
    (Amounts in Millions, Except Per Share Amounts)
    Years Ended December 31,2007


2006


2005Revenue:IAN

$
5,505.7


$
5,230.6


$
5,327.8CMG


1,048.5



960.2



944.2Motorsports










2.3Total

$
6,554.2


$
6,190.8


$
6,274.3Segment operating income (loss):IAN

$
528.2


$
391.4


$
249.7CMG


57.9



51.6



53.0Motorsports










0.7Corporate and other


(215.9
)


(275.3
)


(316.3
)Total


370.2



167.7



(12.9
)Restructuring and other reorganization-related (charges)
    reversals


(25.9
)


(34.5
)


7.3Long-lived asset impairment and other charges






(27.2
)


(98.6
)Interest expense


(236.7
)


(218.7
)


(181.9
)Interest income


119.6



113.3



80.0Other income (expense)


8.5



(5.6
)


19.5Income (loss) from continuing operations before income
    taxes

$
235.7


$
(5.0
)

$
(186.6
)Depreciation and amortization of fixed assets and intangible
    assets:IAN

$
127.4


$
126.1


$
135.3CMG


22.9



19.2



18.3Corporate and other


26.9



28.3



15.2Total

$
177.2


$
173.6


$
168.8Capital expenditures:IAN

$
119.9


$
92.8


$
89.7CMG


12.4



11.4



14.8Corporate and other


15.3



23.6



36.2Total

$
147.6


$
127.8


$
140.7   December 31,Total assets:

2007


2006IAN

$
10,211.9


$
9,359.5CMG


961.2



908.3Corporate and other


1,285.0



1,596.3Total

$
12,458.1


$
11,864.1  89




---



##### Table of Contents



Notes to
    Consolidated Financial
    Statements  (Continued)
    (Amounts in Millions, Except Per Share Amounts)
    Revenue


Long-Lived AssetsYears Ended December 31,


December 31,2007


2006


2005


2007


2006U.S

$
3,650.0


$
3,441.2


$
3,461.1


$
2,797.1


$
2,818.2International:United Kingdom


589.1



565.6



619.9



295.3



306.8Continental Europe


1,084.7



1,043.0



1,135.5



609.2



606.0Latin America


314.1



303.4



259.7



130.6



109.4Asia Pacific


581.3



512.0



473.5



203.6



122.4Other


335.0



325.6



324.6



256.7



216.0Total international


2,904.2



2,749.6



2,813.2



1,495.4



1,360.6Total consolidated

$
6,554.2


$
6,190.8


$
6,274.3


$
4,292.5


$
4,178.8     Note 16:
    Financial
    Instruments  December 31,2007


2006Book Value


Fair Value


Book Value


Fair ValueInvestment securities:Short-term marketable securities

$
22.5


$
22.5


$
1.4


$
1.4Long-term investments


40.4



64.1



73.0



91.2Long-term debt


(2,214.5
)


(2,050.5
)


(2,214.4
)


(2,275.2
)Financial commitments:Other forward contracts


(18.8
)


(18.8
)


(13.7
)


(13.7
)     Investment
    Securities
       90




---



##### Table of Contents



Notes to
    Consolidated Financial
    Statements  (Continued)
    (Amounts in Millions, Except Per Share Amounts)
        Long-Term
    Debt
    Financial
    Commitments
  Accounting for
    Certain Financial Instruments with Characteristic of Both
    Liabilities and Equity.
  Note 17:
    Commitments
    and Contingencies  Leases
    Years Ended December 31,2007


2006


2005Gross rent expense

$
389.9


$
389.9


$
404.4Third-party sublease rental income


(23.5
)


(20.7
)


(25.4
)Net rent expense

$
366.4


$
369.2


$
379.0  91




---



##### Table of Contents



Notes to
    Consolidated Financial
    Statements  (Continued)
    (Amounts in Millions, Except Per Share Amounts)
    SubleaseRentalPeriod

Rent Obligations


Income


Net Rent2008

$
323.9


$
(40.9
)

$
283.02009


300.9



(37.5
)


263.42010


267.7



(31.0
)


236.72011


233.7



(25.7
)


208.02012


197.9



(20.2
)


177.72013 and thereafter


871.0



(33.1
)


837.9Total

$
2,195.1


$
(188.4
)

$
2,006.7   Guarantees
    Contingent
    Acquisition Obligations
     92




---



##### Table of Contents



Notes to
    Consolidated Financial
    Statements  (Continued)
    (Amounts in Millions, Except Per Share Amounts)
    2008


2009


2010


2011


2012


Thereafter


TotalDeferred acquisition payments

$
6.7


$
15.2


$
8.2


$
3.5


$
3.5


$



$
37.1Put options with consolidated
    affiliates(1)


44.8



8.5



36.9



13.6



6.5



3.5



113.8Put options with unconsolidated affiliates


8.0



2.7



2.6















13.3Call options with consolidated affiliates


0.9







2.1















3.0Total contingent acquisition payments


60.4(2
)


26.4



49.8



17.1



10.0



3.5



167.2Less cash compensation expense included above


1.9



1.2



0.7



0.2



0.2



0.2



4.4Total

$
58.5


$
25.2


$
49.1


$
16.9


$
9.8


$
3.3


$
162.8     (1)
    
    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.(2)
    
    In addition, we have an obligation for a put option with a
    consolidated affiliate payable in stock at $0.9.    Legal
    Matters
  SEC Investigation  Form 10-K.
  Form 8-K
 93




---



##### Table of Contents



Notes to
    Consolidated Financial
    Statements  (Continued)
    (Amounts in Millions, Except Per Share Amounts)
  Other Legal Matters 
  Note 18:
    Recent
    Accounting Standards  Business Combinations Business Combinations.
  Noncontrolling Interests in Consolidated Financial Statements , Consolidated Financial Statements
  No. 06-11, Accounting for Income Tax Benefits of Dividends on
    Share-Based Payment Awards (EITF 06-11). EITF 06-11 paid-in-capital. EITF 06-11 EITF 06-11
  The
    Fair Value Option for Financial Assets and Financial Liabilities
  Fair Value Measurements
 94




---



##### Table of Contents



Notes to
    Consolidated Financial
    Statements  (Continued)
    (Amounts in Millions, Except Per Share Amounts)
  No. 157-1 No. 157-2
  Note 19:
    Out-of-Period
    Adjustments    For The Year Ended December 31, 2006Loss fromcontinuingoperationsbefore


Loss fromOperating


provision for


continuingRevenue


income


income taxes


operationsAs reported

$
6,190.8


$
106.0


$
(5.0
)

$
(36.7
)Favorable/(unfavorable) adjustments:Vendor discounts and credits


4.5



4.5



(0.6
)


(0.6
)Contractual liabilities






4.4



4.4



4.4Foreign exchange adjustments










4.8



4.8Other adjustments


1.6



(3.5
)


(6.5
)


(7.2
)Total pre-tax adjustments


6.1



5.4



2.1



1.4Tax adjustments














3.1Total net adjustments













$
4.5Loss per share of common stock  basic and
    diluted:As reported













$
(0.20
)Effect of adjustments













$
0.01Weighted-average shares














428.1   Description
    of Out-of-Period Adjustments:
  Vendor Discounts and Credits
 95




---



##### Table of Contents



Notes to
    Consolidated Financial
    Statements  (Continued)
    (Amounts in Millions, Except Per Share Amounts)
  Contractual Liabilities
  Foreign Exchange Adjustments Foreign Currency Translation
  Other Adjustments
  Tax Adjustments
  Note 20:
    2006
    Review of Stock Option Practices     96




---



##### Table of Contents



Notes to
    Consolidated Financial
    Statements  (Continued)
    (Amounts in Millions, Except Per Share Amounts)
  Note 21:
    Results
    by Quarter (Unaudited)  Three Months Ended


Three Months Ended


Three Months Ended


Three Months EndedMarch 31,


June 30,


September 30,


December 31,
    (1)2007


2006


2007


2006


2007


2006


2007


2006Revenue

$
1,359.1


$
1,327.0


$
1,652.7


$
1,532.9


$
1,559.9


$
1,453.8


$
1,982.5


$
1,877.1Salaries and related expenses


988.8



950.7



1,009.7



945.1



1,034.7



960.7



1,106.0



1,087.6Office and general expenses


495.1



535.5



502.6



504.6



468.9



466.0



578.2



572.9Restructuring and other reorganization-related (reversals)
    charges


(0.6
)


0.4



(5.2
)


6.3



5.2



6.2



26.5



21.6Long-lived asset impairment and other charges






























27.2Operating (loss) income


(124.2
)


(159.6
)


145.6



76.9



51.1



20.9



271.8



167.8Other (expense) income


(1.5
)


0.6



8.0



24.3



(4.8
)


22.6



6.8



(53.1
)Total (expenses) and other income


(28.0
)


(19.6
)


(20.8
)


(1.3
)


(34.7
)


(9.3
)


(25.1
)


(80.8
)(Benefit of) provision for income taxes


(25.7
)


(8.8
)


(11.4
)


5.0



35.8



10.5



60.2



12.0(Loss) income from continuing operations


(125.9
)


(170.2
)


137.0



65.7



(21.9
)


(1.3
)


178.4



69.1Net (loss) income


(125.9
)


(170.2
)


137.0



65.7



(21.9
)


3.7



178.4



69.1Net (loss) income applicable to common stockholders

$
(132.8
)

$
(182.1
)

$
121.5


$
44.2


$
(28.8
)

$
(8.2
)

$
162.7


$
49.1(Loss) earnings per share of common stockBasic:Continuing operations

$
(0.29
)

$
(0.43
)

$
0.27


$
0.10


$
(0.06
)

$
(0.03
)

$
0.35


$
0.11Discontinued operations






















0.01







Total

$
(0.29
)

$
(0.43
)

$
0.27


$
0.10


$
(0.06
)

$
(0.02
)

$
0.35


$
0.11Diluted:Continuing operations

$
(0.29
)

$
(0.43
)

$
0.24


$
0.10


$
(0.06
)

$
(0.03
)

$
0.31


$
0.11Discontinued operations






















0.01







Total

$
(0.29
)

$
(0.43
)

$
0.24


$
0.10


$
(0.06
)

$
(0.02
)

$
0.31


$
0.11     (1)
    
    As discussed in Note 19, during 2006 we recorded
    adjustments to certain vendor discounts and credits, contractual
    liabilities, foreign exchange, tax and other miscellaneous items
    which related to prior periods. For the fourth quarter of 2006,
    these adjustments resulted in a net favorable impact to revenue
    of $8.3, net favorable impact to salaries and related expenses
    of $4.2, net unfavorable impact to office and general expenses
    of $2.8 and a net favorable impact to net income of $11.9. 97




---



##### Table of Contents



Item 9.
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure    Item 9A.
    Controls
    and Procedures    Evaluation
    of disclosure controls and procedures
  Form 10-K Rules 13a-15(e) 15d-15(e)
    Remediation
    of Previously Disclosed Material Weaknesses
  Form 10-K
  1.
    Control Environment The Company did not
    maintain an effective control environment. Specifically, the
    Company did not maintain a sufficient complement of personnel
    throughout its worldwide offices with an appropriate level of
    accounting knowledge, experience and training in the application
    of GAAP commensurate with the Companys financial reporting
    requirements. In addition, the Company did not maintain
    effective controls over the monitoring of its existing internal
    control activities over financial reporting and, instead, placed
    heavy reliance on manual procedures without sufficient review.2.
    Revenue Recognition The Company did not
    maintain effective controls over the accuracy, presentation and
    disclosure in recording revenue.3.
    Financial Statement Transactions and Journal Entries The Company did not maintain effective controls
    to ensure that certain financial statement transactions and
    journal entries, both recurring and non-recurring, were
    appropriately initiated, authorized, processed, documented,
    accurately recorded and reviewed.4.
    Income Taxes The Company did not maintain
    effective controls over (1) the accounting for income taxes
    to ensure amounts were accurately recorded in accordance with
    GAAP and (2) the reporting of income tax in the statutory
    accounts or income tax returns for operations outside of the U.S. 98




---



##### Table of Contents



5.
    Payroll and Compensation-Related Liabilities The Company did not maintain effective controls
    relating to the completeness and accuracy of local payroll and
    compensation-related liabilities in certain operations.6.
    Safeguarding of Assets The Company did not
    maintain effective controls over the safeguarding of assets.
    Controls were not designed and in place to segregate
    responsibility and authority between initiating, processing and
    recording transactions.7.
    Financial Applications and Data The Company
    did not maintain effective controls over access and changes to
    the Companys financial applications and data, and controls
    over spreadsheets used in the Companys financial reporting
    process.  Form 10-K
  1. Control Environment
  
    Assessed and trained the accounting and finance personnel
    Company-wide and where appropriate either replaced personnel or
    hired additional, more competent resources.
    Formalized reporting relationships of all financial personnel
    Company-wide with accounting and control-related
    responsibilities to the Corporate Controller.
    Standardized and formalized a set of worldwide key controls and
    processes that comprise the Companys internal control over
    financial reporting, including how each control is executed,
    evidenced, monitored and tested.
    Created new standard global documentation and testing
    requirements of internal controls over financial reporting to
    ensure consistency in the overall evaluation of the design and
    operating effectiveness of internal controls within our
    operating units.
    Held regularly scheduled meetings with management of our
    financial and operating units to ensure their understanding of
    the required procedures prior to executing internal management
    certification letters to accompany the financial statements they
    submit.
    Ensured all employees with responsibility for the Companys
    financial reporting, as well as other key personnel across the
    Company, completed a Code of Conduct course by the end of the
    fourth quarter of 2007 detailing the standards of conduct that
    are expected of all our employees in their day-to-day activities
    and in their relationships with our business partners and
    confirmed the employees understanding and commitment to
    adhere to these standards via a Company-wide certification
    process.
    Created financial teams organized by region, reporting directly
    to the Corporate Controller, through which financial data and
    the corresponding control infrastructure at each entity is
    monitored and reviewed regularly. These teams execute formalized
    agency review programs and provide accounting advice and
    oversight of control-related procedures directly to agency
    financial personnel.
    Reviewed, updated and communicated enhanced policies and
    procedures in several areas. 99




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2. Revenue Recognition
  
    Reviewed, updated and communicated an enhanced revenue
    recognition policy, which more clearly identifies the factors
    most relevant in determining the appropriate revenue recognition
    method to be used.
    Implemented a global web-based revenue recognition platform that:  o
    Documents the existence of persuasive evidence of the
    arrangement, whether the price is fixed or determinable and how
    collectibility is determined.o
    Documents the responses to a formalized series of questions
    focused on the significant terms and conditions of the contract
    to guide the determination of the appropriate revenue
    recognition method and timing on a consistent worldwide basis.o
    Requires varying levels of contract review and approval based on
    the contract value.o
    Facilitates the reconciliation between the revenue calculated
    using the data within the revenue recognition platform and the
    revenue recognized as reflected in the general ledger.  
    Established a central electronic repository for all
    documentation supporting significant client arrangements.
    Developed and provided an intensive worldwide training program
    on revenue recognition principles and the use of the revenue
    recognition platform.  3. Financial Statement Transactions and Journal
    Entries
  
    Continued the development and implementation of a shared
    services model to further consolidate various financial
    functions to attain efficiencies and to improve controls
    surrounding these activities.
    Implemented a new global consolidation
    system.  This system allows for improved financial
    reporting across the Company and provides enhanced control
    features related to the accumulation and reporting of financial
    data submitted by the Companys operating units, as well as
    required approvals and system security.
    In the fourth quarter of 2007, implemented improved policies and
    procedures combined with a comprehensive training program
    emphasizing the importance of transaction-related controls.
    Increased focus on monitoring and detective controls,
    particularly with the creation of the regional finance teams.
    Established procedures, reporting and appropriate monitoring to
    identify, evaluate and properly address potential issues around
    segregation of incompatible financial duties.  4. Income Taxes
  
    Implemented revised periodic reporting for tax accounts, updated
    and enhanced related policies and procedures and increased tax
    training at regional and local levels.
    Hired additional personnel to ensure that tax reporting
    information is being provided timely and accurately.
    Centralized and implemented many income tax internal controls at
    the Corporate level and, in the fourth quarter of 2007, executed
    those controls for the first time.
    Engaged outside professional tax advisors to review the local
    income tax returns of
    non-U.S. subsidiaries
    prior to filing to ensure that the tax returns are filed on a
    timely basis and are prepared in accordance with local law and
    regulations.
    Implemented a global tax compliance tool to track
    non-U.S. tax
    return compliance. 100




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##### Table of Contents



5. Payroll and Compensation-Related Liabilities
  
    Formed a corporate compensation committee and process whereby
    written approval is required for any non-traditional employment
    arrangement or compensation practice. This committee consists of
    senior representatives of the accounting, human resources,
    legal, tax and treasury departments. Determinations are made for
    all such arrangements with due consideration of local law and
    practice as well as Company policies and procedures.  6. Safeguarding of Assets
  
    In the fourth quarter of 2007, established a standard set of
    requirements and implemented a standard process across the
    Company to identify, evaluate and address potential issues
    around segregation of incompatible financial duties.
    The regional financial teams conduct regular site reviews, of
    which a component is devoted to assessing appropriate
    segregation of duties. The frequency of the site reviews is
    based on, among other things, the sufficiency of each
    sites segregation of duties.
    Established 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. We have
    communicated to all our locations that an anonymous alert line
    is in place for use by employees who do not feel comfortable
    communicating with local management.
    Provided training on business ethics and whistleblowing to
    ensure that employees apply proper protocol as defined by our
    policies.
    Increased focus on monitoring and detective controls,
    particularly with the creation of the regional finance teams.  7. Financial Applications and Data
  
    Developed and implemented standard information security policies
    and procedures across the Company to support appropriate user
    access controls over financial systems.
    Improved awareness of the importance of information security and
    communication across the Company, including training information
    technology groups and members of the financial organization to
    ensure the effectiveness of user access controls over financial
    systems.
    Developed and implemented standard system development and
    program change controls to ensure that changes to significant
    financial systems are properly requested, authorized and tested
    prior to implementing the changes in the live production
    environment.
    Implemented a standard policy and procedures to ensure the
    effectiveness of controls over key spreadsheets utilized in the
    Companys financial reporting process.  Changes
    in Internal Control Over Financial Reporting
    
    Centralized and implemented income tax internal controls at the
    Corporate level.
    Established a standard set of requirements and implemented a
    standard process across the Company to identify, evaluate and
    address potential issues around segregation of incompatible
    financial duties.
    Implemented improved policies and procedures combined with a
    comprehensive training program emphasizing the importance of
    transaction-related controls.
    Enhanced certain aspects of the controls around proportional
    performance revenue arrangements.  Item 9B.
    Other
    Information   101




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PART III  Item 10.
    Directors,
    Executive Officers and Corporate Governance  Form 10-K
  NYSE
    Certification
    Item 11.
    Executive
    Compensation    Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters    Equity
    Compensation Plan Information
  Number of Securities RemainingNumber of Shares of





Available for FutureCommon Stock to be


Weighted-Average


Issuance UnderIssued Upon Exercise of


Exercise Price of


Equity Compensation PlansOutstanding Options,


Outstanding Stock


(Excluding SecuritiesWarrants and Rights


Options


Reflected in Column (a))Plan Category

(a)(1)(2)


(b)


(c)(3)Equity Compensation Plans Approved by Security Holders


44,246,508


$
21.59



39,246,111Equity Compensation Plans Not Approved by Security
    Holders(4)


656,500


$
27.53



Total


44,903,008


$
21.68



39,246,111     (1)
    
    Includes a total of 11,873,104 performance-based share awards
    made under the 2004 and 2006 Performance Incentive Plan
    representing the target number of shares to be issued to
    employees following the completion of the
    2005-2007
    performance period (the 2007 LTIP Share Awards), the
    2006-2008
    performance period (the 2008 LTIP Share Awards) and
    the
    2007-2009
    performance period (the 2009 LTIP Share Awards),
    respectively. The computation of the weighted-average exercise
    price in column (b) of this table does not take the 2007
    LTIP Share Awards, the 2008 LTIP Share Awards or the 2009 LTIP
    Share Awards into account.(2)
    
    Includes a total of 4,690,322 restricted share unit and
    performance-based awards (Share Unit Awards) which
    may be settled in shares or cash. The computation of the
    weighted-average exercise price in column (b) of this table
    does not take the Share Unit Awards into account. Each Share
    Unit Award actually settled in cash will increase the number of
    shares of Common Stock available for issuance shown in column
    (c). 102




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##### Table of Contents



(3)
    
    Includes 14,688,597 shares of our common stock available
    for issuance under the Employee Stock Purchase Plan (2006) (the
    2006 Stock Purchase Plan) as of December 31,
    2007.(4)
    
    Consists of special stock option grants awarded to certain True
    North executives following our acquisition of True North (the
    True North Options). The True North Options have an
    exercise price equal to the fair market value of
    Interpublics common stock on the date of the grant. The
    terms and conditions of these stock option awards are governed
    by Interpublics 1997 Performance Incentive Plan.
    Generally, the options become exercisable between two and five
    years after the date of the grant and expire ten years from the
    grant date.  Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence    Item 14.
    Principal
    Accountant Fees and Services   103




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PART IV  Item 15.
    Exhibits,
    Financial Statement Schedules  Form 10-K.
  Financial Statements:
              Financial Statement Schedules:
    Exhibits:
  Regulation S-K Form 10-K
  Exhibit No.

Description3(i)

Restated Certificate of Incorporation of the Registrant, as
    amended through October 24, 2005, is incorporated by
    reference to Exhibit 3(i) to the Registrants
    Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 2005 filed with the SEC
    on November 9, 2005.3(ii)

By-Laws of the Registrant, as amended and restated through
    March 23, 2006, are incorporated by reference to
    Exhibit 3(ii) to the Registrants Current Report on
    Form 8-K
    filed with the SEC on March 29, 2006.4(iii)(A)

Certificate of Designations of 5.25% Series B Cumulative
    Convertible Perpetual Preferred Stock of the Registrant, as
    filed with the Delaware Secretary of State on October 24,
    2005 is incorporated by reference to Exhibit 4.1 to the
    Registrants Current Report on
    Form 8-K
    filed with the SEC on October 24, 2005.4(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)

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. 104




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##### Table of Contents



Exhibit No.

Description4(iii)(E)

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)(F)

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)(G)

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% 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 August 15, 2005.4(iii)(H)

Senior Debt Indenture dated as of November 12, 2004 (the
    2004 Indenture), between the Registrant and Suntrust
    Bank, as trustee, 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)(I)

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)(J)

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)(K)

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)(L)

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)(M)

Sixth Supplemental Indenture, dated as of December 8, 2006,
    to the 2004 Indenture, with respect to the Floating Rate Notes
    due 2010 is incorporated by reference to Exhibit 4.1 to the
    Registrants Current Report on
    Form 8-K
    filed with the SEC on December 8, 2006.4(iii)(N)

Senior Debt Indenture, dated as of November 15, 2006 (the
    2006 Indenture), between the Registrant and The Bank
    of New York, as trustee, is incorporated by reference to
    Exhibit 4.1 to the Registrants Current Report on
    Form 8-K
    filed with the SEC on November 17, 2006.4(iii)(O)

First Supplemental Indenture, dated as of November 15,
    2006, to the 2006 Indenture, with respect to the
    4.25% Convertible Senior Notes Due 2023 is incorporated by
    reference to Exhibit 4.2 to the Registrants Current
    Report on
    Form 8-K
    filed with the SEC on November 17, 2006.4(iii)(P)

Second Supplemental Indenture, dated as of November 20,
    2007, to the 2006 Indenture, with respect to the
    4.75% 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 November 21, 2007.4(iii)(Q)

Warrant Agreement, dated as of June 13, 2006, between the
    Registrant and LaSalle Bank National Association, as Warrant
    Agent, is incorporated by reference to Exhibit 10.2 to the
    Registrants Current Report on
    Form 8-K
    filed with the SEC on June 19, 2006. 105




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##### Table of Contents



Exhibit No.

Description10(i)(A)

Call Option Agreement, dated as of June 6, 2006, between
    the Registrant and UBS AG, London Branch, is incorporated by
    reference to Exhibit 10.4 to the Registrants Current
    Report on
    Form 8-K
    filed with the SEC on June 12, 2006.10(i)(B)

Call Option Agreement, dated as of June 6, 2006, between
    the Registrant and Morgan Stanley & Co. International
    Limited, is incorporated by reference to Exhibit 10.3 to
    the Registrants Current Report on
    Form 8-K
    filed with the SEC on June 12, 2006.10(i)(C)

Call Option Agreement, dated as of June 6, 2006, between
    the Registrant and JP Morgan Chase Bank, National Association,
    London Branch, is incorporated by reference to Exhibit 10.2
    to the Registrants Current Report on
    Form 8-K
    filed with the SEC on June 12, 2006.10(i)(D)

Call Option Agreement, dated as of June 6, 2006, between
    the Registrant and Citibank, N.A., is incorporated by reference
    to Exhibit 10.1 to the Registrants Current Report on
    Form 8-K
    filed with the SEC on June 12, 2006.10(i)(E)

L/C Issuance Agreement, dated as of June 13, 2006, between
    the Registrant, as Account Party, and Morgan Stanley Capital
    Services, Inc., as L/C Issuer, is incorporated by reference to
    Exhibit 10.4 to the Registrants Current Report on
    Form 8-K
    filed with the SEC on June 19, 2006.10(i)(F)

Letter of Credit Agreement, dated as of June 13, 2006,
    between the Registrant and Citibank, N.A., is incorporated by
    reference to Exhibit 10.3 to the Registrants Current
    Report on
    Form 8-K
    filed with the SEC on June 19, 2006.10(i)(G)

3-Year
    Credit Agreement, dated as of June 13, 2006, among the
    Registrant, as Borrower, ELF Special Financing Ltd., as Initial
    Lender and L/C Issuer, and Morgan Stanley Capital Services,
    Inc., as Administrative Agent and L/C Administrator, is
    incorporated by reference to Exhibit 10.1 to the
    Registrants Current Report on
    Form 8-K
    filed with the SEC on June 19, 2006.10(i)(H)

Registration Rights Agreement, dated as of November 15,
    2006, is incorporated by reference to Exhibit 10.1 to the
    Registrants Current Report on
    Form 8-K
    filed with the SEC on November 17, 2006.10(i)(I)

Registration Rights Agreement, dated as of November 20,
    2007 is incorporated by reference to Exhibit 10.1 to the
    Registrants Current Report on
    Form 8-K
    filed with the SEC on November 21, 2007.(i) Michael I. Roth10(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
    Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2004.*10(iii)(A)(2)

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)(3)

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.*10(iii)(A)(4)

Amendment, made as of September 12, 2007, to an Employment
    Agreement, made as of July 13, 2004, between the Registrant
    and Michael I. Roth, is incorporated by reference to
    Exhibit 10(iii)(A)(7) to the Registrants Quarterly
    Report on
    Form 10-Q
    for the quarter ended September 30, 2007.*10(iii)(A)(5)

Executive Change of Control Agreement, dated as of
    September 12, 2007, by and between the Registrant and
    Michael I. Roth, is incorporated by reference to
    Exhibit 10(iii)(A)(8) to the Registrants Quarterly
    Report on
    Form 10-Q
    for the quarter ended September 30, 2007.* 106




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##### Table of Contents



Exhibit No.

Description(ii) Philippe Krakowsky10(iii)(A)(6)

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 Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 2002.*10(iii)(A)(7)

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 Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 2002.*10(iii)(A)(8)

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 Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 2002.*10(iii)(A)(9)

Employment Agreement, made as of January 1, 2006 and
    executed on March 20, 2006, by and between the Registrant
    and Philippe Krakowsky, is incorporated by reference to
    Exhibit 10.1 to the Registrants Current Report on
    Form 8-K
    filed with the SEC on March 24, 2006.*10(iii)(A)(10)

Amendment, made as of September 12, 2007, to an Employment
    Agreement, made as of January 1, 2006, between the
    Registrant and Philippe Krakowsky, is incorporated by reference
    to Exhibit 10(iii)(A)(13) to the Registrants
    Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 2007.*10(iii)(A)(11)

Executive Change of Control Agreement, dated as of
    September 12, 2007, by and between the Registrant and
    Philippe Krakowsky, is incorporated by reference to
    Exhibit 10(iii)(A)(14) to the Registrants Quarterly
    Report on
    Form 10-Q
    for the quarter ended September 30, 2007.*10(iii)(A)(12)

Amendment, dated September 12, 2007, to an Executive
    Special Benefit Agreement, dated February 1, 2002, between
    the Registrant and Philippe Krakowsky, is incorporated by
    reference to Exhibit 10(iii)(A)(15) to the
    Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 2007.*(iii) Frank Mergenthaler10(iii)(A)(13)

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)(14)

Amendment, made as of September 12, 2007, to an Employment
    Agreement, made as of July 18, 2005, between the Registrant
    and Frank Mergenthaler, is incorporated by reference to
    Exhibit 10(iii)(A)(9) to the Registrants Quarterly
    Report on
    Form 10-Q
    for the quarter ended September 30, 2007.*10(iii)(A)(15)

Executive Change of Control Agreement, dated as of
    September 12, 2007, by and between Registrant and Frank
    Mergenthaler, is incorporated by reference to
    Exhibit 10(iii)(A)(10) to the Registrants Quarterly
    Report on
    Form 10-Q
    for the quarter ended September 30, 2007.* 107




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##### Table of Contents



Exhibit No.

Description(iv) Timothy A. Sompolski10(iii)(A)(16)

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 Quarterly Report on
    Form 10-Q
    for the quarter ended March 31, 2004.*10(iii)(A)(17)

Amendment, made as of September 12, 2007, to an Employment
    Agreement, made as of July 6, 2004, between Interpublic and
    Timothy A. Sompolski, is incorporated by reference to
    Exhibit 10(iii)(A)(16) to the Registrants Quarterly
    Report on
    Form 10-Q
    for the quarter ended September 30, 2007.*10(iii)(A)(18)

Executive Change of Control Agreement, dated as of
    September 12, 2007, by and between the Registrant and
    Timothy A. Sompolski, is incorporated by reference to
    Exhibit 10(iii)(A)(17) to the Registrants Quarterly
    Report on
    Form 10-Q
    for the quarter ended September 30, 2007.*(v) John J. Dooner, Jr.10(iii)(A)(19)

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 Annual Report on
    Form 10-K
    for the year ended December 31, 1995.*10(iii)(A)(20)

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 Annual Report on
    Form 10-K
    for the year ended December 31, 1995.*10(iii)(A)(21)

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 Annual Report on
    Form 10-K
    for the year ended December 31, 1995.*10(iii)(A)(22)

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 Annual
    Report on
    Form 10-K
    for the year ended December 31, 1995.*10(iii)(A)(23)

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 Annual Report on
    Form 10-K
    for the year ended December 31, 1995.*10(iii)(A)(24)

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 Quarterly Report on
    Form 10-Q
    for the quarter ended March 31, 2000.*10(iii)(A)(25)

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 Annual Report
    on
    Form 10-K
    for the year ended December 31, 2002.*10(iii)(A)(26)

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 Annual Report on
    Form 10-K
    for the year ended December 31, 2002.*10(iii)(A)(27)

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 Annual Report
    on
    Form 10-K
    for the year ended December 31, 2002.*10(iii)(A)(28)

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
    Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2003.* 108




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Exhibit No.

Description10(iii)(A)(29)

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 Annual Report on
    Form 10-K
    for the year ended December 31, 2003.*10(iii)(A)(30)

Executive Change of Control Agreement, dated as of
    September 12, 2007, by and between the Registrant and John
    J. Dooner, is incorporated by reference to
    Exhibit 10(iii)(A)(11) to the Registrants Quarterly
    Report on
    Form 10-Q
    for the quarter ended September 30, 2007.*(vi) Stephen Gatfield10(iii)(A)(31)

Employment Agreement, made as of February 2, 2004, by and
    between the Registrant and Stephen Gatfield, is incorporated by
    reference to Exhibit 10(iii)(A)(1) to the Registrants
    Quarterly Report on
    Form 10-Q
    for the quarter ended March 31, 2004.*10(iii)(A)(32)

Participation Agreement under The Interpublic Senior Executive
    Retirement Income Plan, dated as of January 30, 2004,
    between the Registrant and Stephen Gatfield, is incorporated by
    reference to Exhibit 10(iii)(A)(2) to the Registrants
    Quarterly Report on
    Form 10-Q
    for the quarter ended March 31, 2004.*10(iii)(A)(33)

Supplemental Agreement, dated as of February 24, 2006,
    between the Registrant and Stephen Gatfield, is incorporated by
    reference to Exhibit 10.1 to the Registrants Current
    Report on
    Form 8-K/A
    filed with the SEC on March 3, 2006.*10(iii)(A)(34)

Letter Agreement, dated March 15, 2006, by and between the
    Registrant and Stephen Gatfield, is incorporated by reference to
    Exhibit 10(iii)(A)(2) to the Registrants Quarterly
    Report on
    Form 10-Q
    for the quarter ended March 31, 2006.*10(iii)(A)(35)

Executive Change of Control Agreement, dated as of
    September 30, 2007, by and between the Registrant and Steve
    Gatfield, is incorporated by reference to
    Exhibit 10(iii)(A)(12) to the Registrants Quarterly
    Report on
    Form 10-Q
    for the quarter ended September 30, 2007.*(x) Jill M. Considine10(iii)(A)(36)

Deferred Compensation Agreement, dated as of April 1, 2002,
    between the Registrant and Jill M. Considine, is incorporated by
    reference to Exhibit 10(iii)(A)(i) to the Registrants
    Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2002.*10(iii)(A)(37)

Letter, dated November 2, 2006, from Jill M. Considine to
    the Registrant, is incorporated by reference to
    Exhibit 10(iii)(B) to the Registrants Quarterly
    Report on
    Form 10-Q
    for the quarter ended September 30, 2006.*(xi) Richard A. Goldstein10(iii)(A)(38)

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
    Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2001.*10(iii)(A)(39)

Letter, dated July 24, 2006, from Richard A. Goldstein to
    the Registrant, is incorporated by reference to
    Exhibit 10(iii)(A) to the Registrants Quarterly
    Report on
    Form 10-Q
    for the quarter ended September 30, 2006.*Compensation Plans and Arrangements:10(iii)(A)(40)

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)(41)

The 1997 Performance Incentive Plan of the Registrant is
    incorporated by reference to the Registrants Quarterly
    Report on
    Form 10-Q
    for the quarter ended June 30, 1997.* 109




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Exhibit No.

Description10(iii)(A)(42)

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)(43)

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)(44)

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)(45)

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)(46)

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)(47)

The Interpublic Senior Executive Retirement Income Plan (the
    SERIP) is incorporated by reference to the
    Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 2003.*10(iii)(A)(48)

The Interpublic Capital Accumulation Plan (the CAP)
    is incorporated by reference to the Registrants Quarterly
    Report on
    Form 10-Q
    for the quarter ended September 30, 2003.*10(iii)(A)(49)

The Interpublic Outside Directors Stock Incentive Plan of the
    Registrant, as amended through August 1, 2003, is
    incorporated by reference to the Registrants Quarterly
    Report on
    Form 10-Q
    for the quarter ended September 30, 2003.*10(iii)(A)(50)

The Interpublic 2004 Performance Incentive Plan (the 2004
    PIP) 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)(51)

The Interpublic Non-Management Directors Stock Incentive
    Plan (the Non-Management Directors 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)(52)

2004 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)(53)

2004 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)(54)

2004 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)(55)

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.*10(iii)(A)(56)

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)(57)

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.* 110




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Exhibit No.

Description10(iii)(A)(58)

The SERIP  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)(59)

The CAP  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)(60)

The Employee Stock Purchase Plan (2006) of the Registrant
    is incorporated by reference to Appendix B to the
    Registrants Proxy Statement on Schedule 14A, filed
    with the SEC on October 21, 2005.*10(iii)(A)(61)

The Interpublic 2006 Performance Incentive Plan (the 2006
    PIP) is incorporated by reference to Appendix A to
    the Registrants Definitive Proxy Statement on
    Schedule 14A filed with the SEC on April 27, 2006.*10(iii)(A)(62)

2006 PIP  Form of Instrument of Performance
    Shares, is incorporated by reference to Exhibit 10.1 to the
    Registrants Current Report on
    Form 8-K
    filed with the SEC on June 21, 2006.*10(iii)(A)(63)

2006 PIP  Form of Instrument of Performance
    Units is incorporated by reference to Exhibit 10.2 to the
    Registrants Current Report on
    Form 8-K
    filed with the SEC on June 21, 2006.*10(iii)(A)(64)

2006 PIP  Form of Instrument of Restricted
    Stock, is incorporated by reference to Exhibit 10.3 to the
    Registrants Current Report on
    Form 8-K
    filed with the SEC on June 21, 2006.*10(iii)(A)(65)

2006 PIP  Form of Instrument of Restricted Stock
    Units, is incorporated by reference to Exhibit 10.4 to the
    Registrants Current Report on
    Form 8-K
    filed with the SEC on June 21, 2006.*10(iii)(A)(66)

2006 PIP  Form of Instrument of Nonstatutory
    Stock Options, is incorporated by reference to Exhibit 10.5
    to the Registrants Current Report on
    Form 8-K
    filed with the SEC on June 21, 2006.*10(iii)(A)(67)

Interpublic Executive Severance Plan, is incorporated by
    reference to Exhibit 10(iii)(A)(1) to the Registrants
    Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2007.*10(iii)(A)(68)

The SERIP, Amended and Restated (the Restated
    SERIP), effective January 1, 2007, is incorporated by
    reference to Exhibit 10(iii)(A)(1) to the Registrants
    Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 2007.*10(iii)(A)(69)

The CAP, Amended and Restated (the Restated CAP),
    effective January 1, 2007, is incorporated by reference to
    Exhibit 10(iii)(A)(4) to the Registrants Quarterly
    Report on
    Form 10-Q
    for the quarter ended September 30, 2007.*10(iii)(A)(70)

Restated SERIP  Form of Restated Participation
    Agreement, is incorporated by reference to
    Exhibit 10(iii)(A)(2) to the Registrants Quarterly
    Report on
    Form 10-Q
    for the quarter ended September 30, 2007.*10(iii)(A)(71)

Restated SERIP  Form of Participation Agreement
    (Form For New Participants), is incorporated by reference
    to Exhibit 10(iii)(A)(3) to the Registrants Quarterly
    Report on
    Form 10-Q
    for the quarter ended September 30, 2007.*10(iii)(A)(72)

Restated CAP  Form of Restated Participation
    Agreement, is incorporated by reference to
    Exhibit 10(iii)(A)(5) to the Registrants Quarterly
    Report on
    Form 10-Q
    for the quarter ended September 30, 2007.*10(iii)(A)(73)

Restated CAP  Form of Participation Agreement
    (Form For New Participants), is incorporated by reference
    to Exhibit 10(iii)(A)(6) to the Registrants Quarterly
    Report on
    Form 10-Q
    for the quarter ended September 30, 2007.* 111




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Exhibit No.

Description10(iii)(A)(74)

Description of the Change in Compensation for Non-Management
    Directors, is incorporated by reference to
    Exhibit 10(iii)(A)(91) to the Registrants Annual
    Report on
    Form 10-K
    for the year ended December 31, 2007.*12

Supplemental Calculation of Ratio of Earnings to Fixed Charges.21

Subsidiaries of the Registrant.23

Consent of PricewaterhouseCoopers LLP.24

Power of Attorney to sign
    Form 10-K
    and resolution of Board of Directors re Power of Attorney.31.1

Certification of the Chief Executive Officer pursuant to
    Rule 13a-14(a)
    under the Securities Exchange Act of 1934, as amended.31.2

Certification of the Chief Financial Officer pursuant to
    Rule 13a-14(a)
    under the Securities Exchange Act of 1934, as amended.32

Certification of the Chief Executive Officer and the Chief
    Financial Officer furnished pursuant to 18 U.S.C.
    Section 1350 and
    Rule 13a-14(b)
    under the Securities Exchange Act of 1934, as amended.     *
    
    Management contracts and compensation plans and arrangements. 112




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##### Table of Contents



SIGNATURES
        By:
    /s/  Michael
    I. Roth          Name

Title

Date/s/  Michael
    I. RothMichael
    I. Roth

Chairman of the Board and
    Chief Executive Officer
    (Principal Executive Officer)

February 29, 2008/s/  Frank
    MergenthalerFrank
    Mergenthaler

Executive Vice President,
    Chief Financial Officer
    (Principal Financial Officer)

February 29, 2008/s/  Christopher
    F. CarrollChristopher
    F. Carroll

Senior Vice President,
    Controller and Chief Accounting Officer
    (Principal Accounting Officer)

February 29, 2008/s/  Frank
    J. BorelliFrank
    J. Borelli

Director

February 29, 2008/s/  Reginald
    K. BrackReginald
    K. Brack

Director

February 29, 2008/s/  Jocelyn
    Carter-MillerJocelyn
    Carter-Miller

Director

February 29, 2008/s/  Jill
    M. ConsidineJill
    M. Considine

Director

February 29, 2008/s/  Richard
    A GoldsteinRichard
    A. Goldstein

Director

February 29, 2008/s/  H.
    John GreeniausH.
    John Greeniaus

Director

February 29, 2008 113




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##### Table of Contents



Name

Title

Date/s/  Mary
    J. Steele GuilfoileMary
    J. Steele Guilfoile

Director

February 29, 2008/s/  William
    T. KerrWilliam
    T. Kerr

Director

February 29, 2008/s/  J.
    Phillip SamperJ.
    Phillip Samper

Director

February 29, 2008/s/  David
    M. ThomasDavid
    M. Thomas

Director

February 29, 2008  114




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EXHIBIT INDEX
  Exhibit No.

Description3(i)

Restated Certificate of Incorporation of the Registrant, as
    amended through October 24, 2005, is incorporated by
    reference to Exhibit 3(i) to the Registrants
    Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 2005 filed with the SEC
    on November 9, 2005.3(ii)

By-Laws of the Registrant, as amended and restated through
    March 23, 2006, are incorporated by reference to
    Exhibit 3(ii) to the Registrants Current Report on
    Form 8-K
    filed with the SEC on March 29, 2006.4(iii)(A)

Certificate of Designations of 5.25% Series B Cumulative
    Convertible Perpetual Preferred Stock of the Registrant, as
    filed with the Delaware Secretary of State on October 24,
    2005 is incorporated by reference to Exhibit 4.1 to the
    Registrants Current Report on
    Form 8-K
    filed with the SEC on October 24, 2005.4(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)

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)(E)

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)(F)

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)(G)

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% 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 August 15, 2005.4(iii)(H)

Senior Debt Indenture dated as of November 12, 2004 (the
    2004 Indenture), between the Registrant and Suntrust
    Bank, as trustee, 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)(I)

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)(J)

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)(K)

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. 115




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##### Table of Contents



Exhibit No.

Description4(iii)(L)

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)(M)

Sixth Supplemental Indenture, dated as of December 8, 2006,
    to the 2004 Indenture, with respect to the Floating Rate Notes
    due 2010 is incorporated by reference to Exhibit 4.1 to the
    Registrants Current Report on
    Form 8-K
    filed with the SEC on December 8, 2006.4(iii)(N)

Senior Debt Indenture, dated as of November 15, 2006 (the
    2006 Indenture), between the Registrant and The Bank
    of New York, as trustee, is incorporated by reference to
    Exhibit 4.1 to the Registrants Current Report on
    Form 8-K
    filed with the SEC on November 17, 2006.4(iii)(O)

First Supplemental Indenture, dated as of November 15,
    2006, to the 2006 Indenture, with respect to the
    4.25% Convertible Senior Notes Due 2023 is incorporated by
    reference to Exhibit 4.2 to the Registrants Current
    Report on
    Form 8-K
    filed with the SEC on November 17, 2006.4(iii)(P)

Second Supplemental Indenture, dated as of November 20,
    2007, to the 2006 Indenture, with respect to the
    4.75% 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 November 21, 2007.4(iii)(Q)

Warrant Agreement, dated as of June 13, 2006, between the
    Registrant and LaSalle Bank National Association, as Warrant
    Agent, is incorporated by reference to Exhibit 10.2 to the
    Registrants Current Report on
    Form 8-K
    filed with the SEC on June 19, 2006.10(i)(A)

Call Option Agreement, dated as of June 6, 2006, between
    the Registrant and UBS AG, London Branch, is incorporated by
    reference to Exhibit 10.4 to the Registrants Current
    Report on
    Form 8-K
    filed with the SEC on June 12, 2006.10(i)(B)

Call Option Agreement, dated as of June 6, 2006, between
    the Registrant and Morgan Stanley & Co. International
    Limited, is incorporated by reference to Exhibit 10.3 to
    the Registrants Current Report on
    Form 8-K
    filed with the SEC on June 12, 2006.10(i)(C)

Call Option Agreement, dated as of June 6, 2006, between
    the Registrant and JP Morgan Chase Bank, National Association,
    London Branch, is incorporated by reference to Exhibit 10.2
    to the Registrants Current Report on
    Form 8-K
    filed with the SEC on June 12, 2006.10(i)(D)

Call Option Agreement, dated as of June 6, 2006, between
    the Registrant and Citibank, N.A., is incorporated by reference
    to Exhibit 10.1 to the Registrants Current Report on
    Form 8-K
    filed with the SEC on June 12, 2006.10(i)(E)

L/C Issuance Agreement, dated as of June 13, 2006, between
    the Registrant, as Account Party, and Morgan Stanley Capital
    Services, Inc., as L/C Issuer, is incorporated by reference to
    Exhibit 10.4 to the Registrants Current Report on
    Form 8-K
    filed with the SEC on June 19, 2006.10(i)(F)

Letter of Credit Agreement, dated as of June 13, 2006,
    between the Registrant and Citibank, N.A., is incorporated by
    reference to Exhibit 10.3 to the Registrants Current
    Report on
    Form 8-K
    filed with the SEC on June 19, 2006.10(i)(G)

3-Year
    Credit Agreement, dated as of June 13, 2006, among the
    Registrant, as Borrower, ELF Special Financing Ltd., as Initial
    Lender and L/C Issuer, and Morgan Stanley Capital Services,
    Inc., as Administrative Agent and L/C Administrator, is
    incorporated by reference to Exhibit 10.1 to the
    Registrants Current Report on
    Form 8-K
    filed with the SEC on June 19, 2006. 116




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##### Table of Contents



Exhibit No.

Description10(i)(H)

Registration Rights Agreement, dated as of November 15,
    2006, is incorporated by reference to Exhibit 10.1 to the
    Registrants Current Report on
    Form 8-K
    filed with the SEC on November 17, 2006.10(i)(I)

Registration Rights Agreement, dated as of November 20,
    2007 is incorporated by reference to Exhibit 10.1 to the
    Registrants Current Report on
    Form 8-K
    filed with the SEC on November 21, 2007.(i) Michael I. Roth10(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
    Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2004.*10(iii)(A)(2)

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)(3)

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.*10(iii)(A)(4)

Amendment, made as of September 12, 2007, to an Employment
    Agreement, made as of July 13, 2004, between the Registrant
    and Michael I. Roth, is incorporated by reference to
    Exhibit 10(iii)(A)(7) to the Registrants Quarterly
    Report on
    Form 10-Q
    for the quarter ended September 30, 2007.*10(iii)(A)(5)

Executive Change of Control Agreement, dated as of
    September 12, 2007, by and between the Registrant and
    Michael I. Roth, is incorporated by reference to
    Exhibit 10(iii)(A)(8) to the Registrants Quarterly
    Report on
    Form 10-Q
    for the quarter ended September 30, 2007.*(ii) Philippe Krakowsky10(iii)(A)(6)

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 Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 2002.*10(iii)(A)(7)

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 Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 2002.*10(iii)(A)(8)

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 Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 2002.*10(iii)(A)(9)

Employment Agreement, made as of January 1, 2006 and
    executed on March 20, 2006, by and between the Registrant
    and Philippe Krakowsky, is incorporated by reference to
    Exhibit 10.1 to the Registrants Current Report on
    Form 8-K
    filed with the SEC on March 24, 2006.*10(iii)(A)(10)

Amendment, made as of September 12, 2007, to an Employment
    Agreement, made as of January 1, 2006, between the
    Registrant and Philippe Krakowsky, is incorporated by reference
    to Exhibit 10(iii)(A)(13) to the Registrants
    Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 2007.* 117




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##### Table of Contents



Exhibit No.

Description10(iii)(A)(11)

Executive Change of Control Agreement, dated as of
    September 12, 2007, by and between the Registrant and
    Philippe Krakowsky, is incorporated by reference to
    Exhibit 10(iii)(A)(14) to the Registrants Quarterly
    Report on
    Form 10-Q
    for the quarter ended September 30, 2007.*10(iii)(A)(12)

Amendment, dated September 12, 2007, to an Executive
    Special Benefit Agreement, dated February 1, 2002, between
    the Registrant and Philippe Krakowsky, is incorporated by
    reference to Exhibit 10(iii)(A)(15) to the
    Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 2007.*(iii) Frank Mergenthaler10(iii)(A)(13)

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)(14)

Amendment, made as of September 12, 2007, to an Employment
    Agreement, made as of July 18, 2005, between the Registrant
    and Frank Mergenthaler, is incorporated by reference to
    Exhibit 10(iii)(A)(9) to the Registrants Quarterly
    Report on
    Form 10-Q
    for the quarter ended September 30, 2007.*10(iii)(A)(15)

Executive Change of Control Agreement, dated as of
    September 12, 2007, by and between Registrant and Frank
    Mergenthaler, is incorporated by reference to
    Exhibit 10(iii)(A)(10) to the Registrants Quarterly
    Report on
    Form 10-Q
    for the quarter ended September 30, 2007.*(iv) Timothy A. Sompolski10(iii)(A)(16)

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 Quarterly Report on
    Form 10-Q
    for the quarter ended March 31, 2004.*10(iii)(A)(17)

Amendment, made as of September 12, 2007, to an Employment
    Agreement, made as of July 6, 2004, between Interpublic and
    Timothy A. Sompolski, is incorporated by reference to
    Exhibit 10(iii)(A)(16) to the Registrants Quarterly
    Report on
    Form 10-Q
    for the quarter ended September 30, 2007.*10(iii)(A)(18)

Executive Change of Control Agreement, dated as of
    September 12, 2007, by and between the Registrant and
    Timothy A. Sompolski, is incorporated by reference to
    Exhibit 10(iii)(A)(17) to the Registrants Quarterly
    Report on
    Form 10-Q
    for the quarter ended September 30, 2007.*(v) John J. Dooner, Jr.10(iii)(A)(19)

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 Annual Report on
    Form 10-K
    for the year ended December 31, 1995.*10(iii)(A)(20)

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 Annual Report on
    Form 10-K
    for the year ended December 31, 1995.*10(iii)(A)(21)

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 Annual Report on
    Form 10-K
    for the year ended December 31, 1995.*10(iii)(A)(22)

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 Annual
    Report on
    Form 10-K
    for the year ended December 31, 1995.*10(iii)(A)(23)

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 Annual Report on
    Form 10-K
    for the year ended December 31, 1995.* 118




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Exhibit No.

Description10(iii)(A)(24)

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 Quarterly Report on
    Form 10-Q
    for the quarter ended March 31, 2000.*10(iii)(A)(25)

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 Annual Report
    on
    Form 10-K
    for the year ended December 31, 2002.*10(iii)(A)(26)

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 Annual Report on
    Form 10-K
    for the year ended December 31, 2002.*10(iii)(A)(27)

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 Annual Report
    on
    Form 10-K
    for the year ended December 31, 2002.*10(iii)(A)(28)

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
    Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2003.*10(iii)(A)(29)

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 Annual Report on
    Form 10-K
    for the year ended December 31, 2003.*10(iii)(A)(30)

Executive Change of Control Agreement, dated as of
    September 12, 2007, by and between the Registrant and John
    J. Dooner, is incorporated by reference to
    Exhibit 10(iii)(A)(11) to the Registrants Quarterly
    Report on
    Form 10-Q
    for the quarter ended September 30, 2007.*(vi) Stephen Gatfield10(iii)(A)(31)

Employment Agreement, made as of February 2, 2004, by and
    between the Registrant and Stephen Gatfield, is incorporated by
    reference to Exhibit 10(iii)(A)(1) to the Registrants
    Quarterly Report on
    Form 10-Q
    for the quarter ended March 31, 2004.*10(iii)(A)(32)

Participation Agreement under The Interpublic Senior Executive
    Retirement Income Plan, dated as of January 30, 2004,
    between the Registrant and Stephen Gatfield, is incorporated by
    reference to Exhibit 10(iii)(A)(2) to the Registrants
    Quarterly Report on
    Form 10-Q
    for the quarter ended March 31, 2004.*10(iii)(A)(33)

Supplemental Agreement, dated as of February 24, 2006,
    between the Registrant and Stephen Gatfield, is incorporated by
    reference to Exhibit 10.1 to the Registrants Current
    Report on
    Form 8-K/A
    filed with the SEC on March 3, 2006.*10(iii)(A)(34)

Letter Agreement, dated March 15, 2006, by and between the
    Registrant and Stephen Gatfield, is incorporated by reference to
    Exhibit 10(iii)(A)(2) to the Registrants Quarterly
    Report on
    Form 10-Q
    for the quarter ended March 31, 2006.*10(iii)(A)(35)

Executive Change of Control Agreement, dated as of
    September 30, 2007, by and between the Registrant and Steve
    Gatfield, is incorporated by reference to
    Exhibit 10(iii)(A)(12) to the Registrants Quarterly
    Report on
    Form 10-Q
    for the quarter ended September 30, 2007.* 119




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Exhibit No.

Description(x) Jill M. Considine10(iii)(A)(36)

Deferred Compensation Agreement, dated as of April 1, 2002,
    between the Registrant and Jill M. Considine, is incorporated by
    reference to Exhibit 10(iii)(A)(i) to the Registrants
    Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2002.*10(iii)(A)(37)

Letter, dated November 2, 2006, from Jill M. Considine to
    the Registrant, is incorporated by reference to
    Exhibit 10(iii)(B) to the Registrants Quarterly
    Report on
    Form 10-Q
    for the quarter ended September 30, 2006.*(xi) Richard A. Goldstein10(iii)(A)(38)

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
    Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2001.*10(iii)(A)(39)

Letter, dated July 24, 2006, from Richard A. Goldstein to
    the Registrant, is incorporated by reference to
    Exhibit 10(iii)(A) to the Registrants Quarterly
    Report on
    Form 10-Q
    for the quarter ended September 30, 2006.*Compensation Plans and Arrangements:10(iii)(A)(40)

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)(41)

The 1997 Performance Incentive Plan of the Registrant is
    incorporated by reference to the Registrants Quarterly
    Report on
    Form 10-Q
    for the quarter ended June 30, 1997.*10(iii)(A)(42)

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)(43)

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)(44)

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)(45)

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)(46)

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)(47)

The Interpublic Senior Executive Retirement Income Plan (the
    SERIP) is incorporated by reference to the
    Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 2003.*10(iii)(A)(48)

The Interpublic Capital Accumulation Plan (the CAP)
    is incorporated by reference to the Registrants Quarterly
    Report on
    Form 10-Q
    for the quarter ended September 30, 2003.*10(iii)(A)(49)

The Interpublic Outside Directors Stock Incentive Plan of the
    Registrant, as amended through August 1, 2003, is
    incorporated by reference to the Registrants Quarterly
    Report on
    Form 10-Q
    for the quarter ended September 30, 2003.*10(iii)(A)(50)

The Interpublic 2004 Performance Incentive Plan (the 2004
    PIP) is incorporated by reference to Appendix B to
    the Registrants Proxy Statement on Schedule 14A,
    filed with the SEC on April 23, 2004.* 120




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Exhibit No.

Description10(iii)(A)(51)

The Interpublic Non-Management Directors Stock Incentive
    Plan (the Non-Management Directors 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)(52)

2004 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)(53)

2004 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)(54)

2004 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)(55)

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.*10(iii)(A)(56)

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)(57)

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)(58)

The SERIP  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)(59)

The CAP  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)(60)

The Employee Stock Purchase Plan (2006) of the Registrant
    is incorporated by reference to Appendix B to the
    Registrants Proxy Statement on Schedule 14A, filed
    with the SEC on October 21, 2005.*10(iii)(A)(61)

The Interpublic 2006 Performance Incentive Plan (the 2006
    PIP) is incorporated by reference to Appendix A to
    the Registrants Definitive Proxy Statement on
    Schedule 14A filed with the SEC on April 27, 2006.*10(iii)(A)(62)

2006 PIP  Form of Instrument of Performance Shares,
    is incorporated by reference to Exhibit 10.1 to the
    Registrants Current Report on
    Form 8-K
    filed with the SEC on June 21, 2006.*10(iii)(A)(63)

2006 PIP  Form of Instrument of Performance Units is
    incorporated by reference to Exhibit 10.2 to the
    Registrants Current Report on
    Form 8-K
    filed with the SEC on June 21, 2006.*10(iii)(A)(64)

2006 PIP  Form of Instrument of Restricted Stock, is
    incorporated by reference to Exhibit 10.3 to the
    Registrants Current Report on
    Form 8-K
    filed with the SEC on June 21, 2006.*10(iii)(A)(65)

2006 PIP  Form of Instrument of Restricted Stock
    Units, is incorporated by reference to Exhibit 10.4 to the
    Registrants Current Report on
    Form 8-K
    filed with the SEC on June 21, 2006.*10(iii)(A)(66)

2006 PIP  Form of Instrument of Nonstatutory Stock
    Options, is incorporated by reference to Exhibit 10.5 to
    the Registrants Current Report on
    Form 8-K
    filed with the SEC on June 21, 2006.* 121




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Exhibit No.

Description10(iii)(A)(67)

Interpublic Executive Severance Plan, is incorporated by
    reference to Exhibit 10(iii)(A)(1) to the Registrants
    Quarterly Report on
    Form 10-Q
    for the quarter ended June 30, 2007.*10(iii)(A)(68)

The SERIP, Amended and Restated (the Restated
    SERIP), effective January 1, 2007, is incorporated by
    reference to Exhibit 10(iii)(A)(1) to the Registrants
    Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 2007.*10(iii)(A)(69)

The CAP, Amended and Restated (the Restated CAP),
    effective January 1, 2007, is incorporated by reference to
    Exhibit 10(iii)(A)(4) to the Registrants Quarterly
    Report on
    Form 10-Q
    for the quarter ended September 30, 2007.*10(iii)(A)(70)

Restated SERIP  Form of Restated Participation
    Agreement, is incorporated by reference to
    Exhibit 10(iii)(A)(2) to the Registrants Quarterly
    Report on
    Form 10-Q
    for the quarter ended September 30, 2007.*10(iii)(A)(71)

Restated SERIP  Form of Participation Agreement
    (Form For New Participants), is incorporated by reference
    to Exhibit 10(iii)(A)(3) to the Registrants Quarterly
    Report on
    Form 10-Q
    for the quarter ended September 30, 2007.*10(iii)(A)(72)

Restated CAP  Form of Restated Participation
    Agreement, is incorporated by reference to
    Exhibit 10(iii)(A)(5) to the Registrants Quarterly
    Report on
    Form 10-Q
    for the quarter ended September 30, 2007.*10(iii)(A)(73)

Restated CAP  Form of Participation Agreement
    (Form For New Participants), is incorporated by reference
    to Exhibit 10(iii)(A)(6) to the Registrants Quarterly
    Report on
    Form 10-Q
    for the quarter ended September 30, 2007.*10(iii)(A)(74)

Description of the Change in Compensation for Non-Management
    Directors, is incorporated by reference to
    Exhibit 10(iii)(A)(91) to the Registrants Annual
    Report on
    Form 10-K
    for the year ended December 31, 2007.*12

Supplemental Calculation of Ratio of Earnings to Fixed Charges.21

Subsidiaries of the Registrant.23

Consent of PricewaterhouseCoopers LLP.24

Power of Attorney to sign
    Form 10-K
    and resolution of Board of Directors re Power of Attorney.31.1

Certification of the Chief Executive Officer pursuant to
    Rule 13a-14(a)
    under the Securities Exchange Act of 1934, as amended.31.2

Certification of the Chief Financial Officer pursuant to
    Rule 13a-14(a)
    under the Securities Exchange Act of 1934, as amended.32

Certification of the Chief Executive Officer and the Chief
    Financial Officer furnished pursuant to 18 U.S.C.
    Section 1350 and
    Rule 13a-14(b)
    under the Securities Exchange Act of 1934, as amended.     *
    
    Management contracts and compensation plans and arrangements. 122