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o		REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
þ		ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004
OR
o		TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM             TO

N/A (Translation of Registrant’s name into English)		133, AVENUE DES CHAMPS-ELYSÉES 75008 PARIS France (Address of principal executive offices)		REPUBLIC OF FRANCE (Jurisdiction of incorporation or organization)

Title of Each Class:		Name of Each Exchange on Which Registered:
Ordinary shares, nominal value € 0.40 per share, represented by American Depositary Shares (as evidenced by American Depositary Receipts), each American Depositary Share representing one share		The New York Stock Exchange

Ordinary shares, nominal value € 0.40 per share		182,415,932(1)
(title of class)		(number of ordinary shares)

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				Page
Item 1:		Identity of Directors, Senior Management and Advisers			1
Item 2:		Offer Statistics and Expected Timetable			1
Item 3:		Key Information			1
Item 4:		Information on the Company			6
Item 5:		Operating and Financial Review and Prospects			18
Item 6:		Directors, Senior Management and Employees			38
Item 7:		Major Shareholders and Related Party Transactions			53
Item 8:		Financial Information			54
Item 9:		The Offer and Listing			56
Item 10:		Additional Information			57
Item 11:		Quantitative and Qualitative Disclosures About Market Risk			72
Item 12:		Description of Securities Other Than Equity Securities			75
Item 13:		Defaults, Dividend Arrearages and Delinquencies			76
Item 14:		Material Modifications to the Rights of Security Holders and Use of Proceeds			76
Item 15:		Controls and Procedures			76
Item 16A:		Audit Committee Financial Expert			76
Item 16B:		Code of Ethics			76
Item 16C:		Principal Accountant Fees and Services			76
Item 16D:		Exemptions from the Listing Standards for Audit Committees			77
Item 16E:		Purchases of Equity Securities by the Issuer and Affiliated Purchasers			77
Item 18:		Financial Statements			78
Item 19:		Exhibits
EX-4.11: EMPLOYMENT AGREEMENT
EX-4.12: EXECUTIVE CONSULTING AGREEMENT
EX-4.13: CONSULTING SERVICES AGREEMENT
EX-11: CODE OF ETHICS
EX-99.1: CERTIFICATION
EX-99.2: CERTIFICATION
EX-99.3: CERTIFICATION

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Item 1.	Identity of Directors, Senior Management and Advisers

Item 2.	Offer Statistics and Expected Timetable

Item 3.	Key Information

		Year Ended December 31,
		2004				2003				2002(3)				2001				2000(2)
		(In Millions of Euros, Except Per Share Data)
Income Statement Data
Amounts in accordance with French GAAP
Revenue			3,825				3,863				2,926				2,434				1,770
Operating income			438				522				405				327				275
Group net income			210				150				147				151				128
Basic earnings per share(1)			1.15				0.82				0.99				1.09				1.18
Diluted earnings per share(1)(4)			0.97				0.75				0.97				1.08				1.15
Dividends per share(1)			0.30				0.26				0.24				0.22				0.20
Amounts in accordance with U.S. GAAP
Revenue			3,825				3,863				2,969				2,434				1,770
Operating income (loss)			399				347				352				(466	)			185
Group net income			343				155				(14	)			(647	)			34
Basic earnings per share(1)			1.88				0.85				(0.10	)			(4.76	)			0.31
Diluted earnings per share(1)(4)			1.36				0.78				(0.10	)			(4.76	)			0.31

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		Year Ended December 31,
		2004				2003				2002(3)				2001				2000(2)
		(In Millions of Euros, Except Per Share Data)
Balance Sheet Data
Amounts in accordance with French GAAP
Tangible and intangible assets, net			3,772				4,486				4,637				1,618				1,303
Total assets			9,721				10,881				10,978				4,896				4,130
Bank borrowings and overdrafts (short and long-term)			1,960				3,188				2,762				1,069				901
Shareholders’ equity			881				726				1,501				283				299
Amounts in accordance with U.S. GAAP
Tangible and intangible assets, net			7,450				8,006				8,253				3,813				4,273
Total assets			13,231				14,241				14,367				6,955				7,100
Bank borrowings and overdrafts (short- and long-term)			2,911				3,975				3,540				1,052				901
Shareholders’ equity			3,570				3,403				3,846				1,890				2,622

(1)	Per share data have been adjusted to reflect the 10-for-1 stock split that occurred on August 29, 2000.
(2)	2000 amounts include the operations of Saatchi & Saatchi for the period between the acquisition date in September 2000 through December 31, 2000.
(3)	2002 amounts include the operations of Bcom3 Group, Inc. for the period between the acquisition date in September 2002 through December 31, 2002.
(4)	Diluted earnings per share were computed with reference to the fully-diluted weighted average number of shares of 251,607,849 in 2004; 239,540,546 in 2003; 171,025,567 in 2002; 139,645,986 in 2001 and 110,454,999 in 2000.

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						Average
		Period End				Rate(1)				High				Low
June, 2005 (through June 14)			1.21				1.22				1.23				1.21
May, 2005			1.23				1.27				1.30				1.23
April, 2005			1.30				1.31				1.31				1.28
March, 2005			1.30				1.31				1.34				1.29
February, 2005			1.33				1.31				1.33				1.28
January, 2005			1.30				1.31				1.35				1.29
December, 2004			1.36				1.34				1.36				1.32
2004			1.36				1.24				1.36				1.18
2003			1.26				1.14				1.26				1.03
2002			0.95				0.98				1.01				0.95
2001			0.89				0.89				0.95				0.84
2000			0.94				0.92				1.03				0.83

(1)	For yearly totals, the average of the noon buying rates for euros on the last business day of each month during the relevant period.

	We may have difficulty competing in the highly competitive advertising and communications industry

	We may be adversely affected by unfavorable economic conditions in the markets in which we operate

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	We may not be successful in identifying appropriate acquisition candidates or investment opportunities, completing acquisitions or investments on satisfactory terms or integrating newly acquired companies

	We are exposed to a number of risks from operating in developing countries

	We are exposed to potential liabilities, including liabilities arising from allegations that our clients’ advertising claims are false or misleading or that our clients’ products are defective

	•	advertising claims made with respect to our clients’ products or services are false, deceptive or misleading;
	•	our clients’ products are defective or injurious; or
	•	marketing and communications materials created for our clients infringe on the proprietary rights of third parties.

	Our ability to maintain our competitive position depends on retaining the services of our management and attracting and retaining other key employees

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	We receive a significant percentage of our revenue from large clients

	Currency exchange rate fluctuations may negatively affect our financial results, the price of our shares and the value of dividends received by holders of our American Depositary Shares

	The ability of holders of our ADSs to influence the governance of our company may be limited

	Some provisions of French law and our statuts (bylaws) could have anti-takeover effects

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	We are subject to corporate disclosure standards that are less demanding than those applicable to some U.S. companies

	We will be obligated to adopt new accounting standards in 2005 that may have a material impact on our accounts and may render a comparison between financial periods more difficult

Item 4.	Information on the Company

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	•	In 2003, we dissolved Bcom3’s D’Arcy network and successfully transferred its assets to our other networks with minimal client loss. We integrated Bcom3’s businesses and back-office functions with our other operations. We also continued our program of consolidating the office space used by Bcom3 and our other operations and rationalizing the related leaseholdings; and
	•	We simplified our ownership structure by merging with three investment vehicle entities that had been used by members of the Bleustein-Blanchet family, employees of our company and some other investors to hold shares in our company indirectly. The merger was effected pursuant to an agreement entered into in 1998.

	•	In September 2004, we officially launched Publicis Groupe Media (“PGM”), a new management structure shared by our two media buying and media consultancy brands, Starcom MediaVest Group and ZenithOptimedia. The structure is designed to generate a variety of initiatives to enhance service to clients, while at the same time benefiting from synergies in research spending, development of consultancy tools, specialized expertise and back-office services; and
	•	We recruited Tom Bernardin as part of the succession plan for Linda Wolf and appointed him president of Leo Burnett Worldwide and CEO of Leo Burnett USA. A reorganization of Leo Burnett Worldwide followed Mr. Bernardin’s appointment at both central and regional levels and at Leo Burnett USA.

	•	Fisch.Maier Direkt, Switzerland’s leading direct marketing firm;
	•	Carré Noir, one of the best design agencies in France;
	•	FusionDMin San Francisco, a large independent customer relationship management agency since merged with Publicis Dialog;

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	•	Creative AIM, a U.S. grassroots marketing agency;
	•	Sanchez & Levitan, among the largest agencies in the U.S. focused on the rapidly-growing Hispanic community; and
	•	The Triangle Group, the largest independent sales promotion group in the U.K.

	•	Gravitas, a Japanese relationship marketing agency specializing in marketing services and public relations;
	•	Johnston & Associates, a U.S. lobbying firm;
	•	Direct ’n More, a direct marketing agency in Austria;
	•	Magnesium, a Belgian marketing services specialist;
	•	Media Publics, a French firm engaged in developing sales incentives and related programs;
	•	Sales Story and Stella, two relationship marketing companies;
	•	ECA2, a French events marketing company; and
	•	Van Sluis Consultants, a Dutch public relations agency.

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	•	Traditional advertising services. We provide traditional advertising services primarily through the Publicis, Saatchi & Saatchi and Leo Burnett networks. We also conduct our traditional advertising operations through smaller units, such as Fallon Worldwide and our 49% interest in Bartle Bogle Hegarty, a U.K.-based agency. We generated approximately 55% of our 2004 revenue through these activities.
	•	Specialized agencies and marketing services. We provide specialized communications services, such as public relations, corporate and financial communications, healthcare communications, direct marketing, sales promotion, interactive communications and design (collectively referred to as “SAMS”) through subsidiaries including Publicis Healthcare Communications Group (Nelson, Medicus, Klemtner/ Saatchi & Saatchi Healthcare), ARC Worldwide, Publicis Dialog, Publicis Consultants and Manning Selvage & Lee. Some of these businesses generally act in conjunction with one of our advertising networks, while others operate independently. In 2004, approximately 22% of our revenue came from the provision of SAMS services.
	•	Media Operations. We conduct media buying operations through ZenithOptimedia Group and Starcom MediaVest Group. Our media sales activities are conducted through Médias & Régies Europe. Approximately 23% of our 2004 revenue was generated by these operations.

Publicis
Allied Domecq Coca-Cola Deutsche Telekom Hewlett-Packard L’Oréal Nestlé Procter & Gamble		Renault Sanofi-Aventis Sprint Telefónica UBS Zurich Financial
Saatchi & Saatchi
BristolMyersSquibb Carlsberg International Deutsche Telekom Diageo/ GuinnessUDV Fromageries Bel General Mills Novartis		Procter & Gamble Toyota/Lexus Visa Europe

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Leo Burnett
Allstate ConAgra Fiat Hallmark Kellogg/ Keebler McDonald’s Nintendo		Philip Morris Procter & Gamble U.S. Army Visa International Walt Disney General Motors
ZenithOptimedia
Allied Domecq Astra Zeneca British Airways Hewlett-Packard Kingfisher L’Oréal Nestlé		Sanofi-Aventis Toyota Verizon
Starcom MediaVest
Allstate Coca-Cola General Motors Kellogg/ Keebler Mars Miller Beer Morgan Stanley		Philip Morris Procter & Gamble Sara Lee Sun Microsystems U.S. Army Walt Disney

	•	Expand our SAMS operations — specialized agencies and marketing services

	•	Make selective acquisitions to achieve critical mass in other selected markets

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Year		Europe				North America				Rest of the World				Total
2004			1,579				1,633				613				3,825
2003			1,543				1,737				583				3,863
2002			1,243				1,295				388				2,926

	Services

	Business Structure

	•	Publicis. This network is comprised of Publicis advertising agencies in 83 countries around the world, including Europe, the U.S. (where its agencies include Publicis & Hal Riney, Burrell Communications and Bromley Communications), the Middle East, South Africa, the Asia/Pacific region, Latin America and Canada. Its SAMS operations include Media System, a provider of human resources communications operating in France, Publicis Dialog, a marketing services and interactive communications unit with operations in 36 countries.

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	•	Saatchi & Saatchi. This network consists principally of Saatchi & Saatchi agencies in 80 countries around the world. It also includes The Facilities Group, a U.K. firm that provides a range of technical and creative services in the areas of design, artwork, print and audiovisual production, and Saatchi & Saatchi X, a worldwide marketing services network organization based in the U.S.
	•	Leo Burnett. Headquartered in Chicago, the Leo Burnett network operates full service advertising agencies in 83 countries around the world. It also operates a number of SAMS units that focus primarily on direct, database and interactive marketing and sales promotion under the ARC Worldwide banner in 37 countries.
	•	Fallon Worldwide. The principal offices of this network are located in Minneapolis, New York City, London, Sao Paulo, Singapore and Hong Kong.
	•	Bartle Bogle Hegarty. This U.K.-based network, in which we have a 49% interest, has offices in London, Singapore, Tokyo, New York and Sao Paulo.
	•	Others. Other units in this category include the Kaplan Thaler Group, a New York-based agency, and Japan’s Beacon Communications.

	Services

	•	Direct marketing/customer relationship management. Customer relationship management (or “CRM”) focuses on building clients’ relationships with individual customers through the use of direct marketing techniques and other means (as opposed to traditional advertising services, which target groups of consumers or the public at large). Through our CRM operations, we assist clients in creating programs to reach individual customers and enhance brand loyalty. In addition, we provide the appropriate tools and database support to maximize the efficiency of those programs.
	•	Sales promotion. Our sales promotion operations seek to increase sales and awareness of clients’ products and consumer loyalty through point-of-sale promotions, coupon programs and similar means.
	•	Specialized advertising services. Our specialized agencies provide services that are generally similar to those offered by our traditional agencies. Unlike traditional agencies, however, our specialized operations focus on particular areas of advertising that have distinct characteristics and require special knowledge and experience. We provide specialized services primarily in the following areas:

	•	Healthcare communications. We have a network of agencies that work exclusively with clients in the healthcare industry to reach consumers and doctors and other medical professionals through advertising campaigns, medical conferences and symposia and other means. These agencies also provide marketing services such as public relations, consulting and sales personnel recruitment and training.
	•	Human resources communications. Through our human resources operations, we create employee recruitment-related advertising, including classified advertising and campaigns to improve a client’s overall image with prospective applicants, for companies seeking job applicants and recruiting firms. We also assist clients in developing internal communications programs.
	•	Multicultural communications. Some of our agencies have developed expertise in creating advertising and communications services aimed at specific ethnic groups, particularly African-Americans and Hispanics in the U.S.

	•	Corporate and financial communications. We provide corporate and financial communications services designed to help clients deliver their message to investors and the public and, in particular, to help clients achieve their goals in connection with mergers and acquisitions, initial public offerings,

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		spin-offs, proxy contests and similar matters. We also provide services aimed at helping clients address the communications and public relations aspects of publicized crises and other major events.
	•	Public relations. Our public relations services are designed to assist clients with the management of their ongoing relations with the press and the public. These services include: (i) strategic message and identity development to help clients position themselves in their markets and differentiate themselves from their competitors, (ii) product and company launch or re-launch services, which aim to create awareness of and position a product or company with customers, and (iii) media relations services, which help clients enhance their brand recognition and image.
	•	Design. Our design services are intended to enhance the visual symbols that affect a client’s image and to ensure that the design and packaging of products are consistent with the means used to market them.
	•	Interactive communications. Our interactive communications services consist primarily of website and intranet design, Internet-related direct marketing and related services and banner advertisement design.

	Business Structure

	•	Direct marketing CRM/sales promotion/digital communications. Our CRM, sales promotion and related operations include ARC Worldwide and Publicis Dialog.
	•	Specialized advertising services. Our healthcare operations are carried out through the Publicis Healthcare Communications Group. Other specialized agencies include Burrell Communications and Vigilante, Lápiz and Bromley Communications in multicultural communications and Media System in human resources communications.
	•	Corporate and financial communications and public relations. We provide these services primarily through Publicis Consultants, a specialized agency focusing upon corporate communications, financial communications, public relations and design, and Manning Selvage & Lee, a public relations agency. Publicis Consultants has offices in the U.S. (where its operations include Winner & Associates), as well as France and elsewhere in Europe. Manning Selvage & Lee has its headquarters in New York and offices in countries around the world. Both units are now part of a management board called PRCC, Public Relations and Corporate Communications Group.
	•	Other. Our SAMS units in other categories include Capps Digital or Mundocom in pre-press and Market Forward in digital asset management.

	Services

	•	Media buying and media planning. Our media buying services are often, though not always, provided in conjunction with other advertising services. Through our media buying operations, we analyze various media outlets, including television, print, radio, Internet and outdoor venues, and demographic and ratings information. In light of this analysis, we help plan the most effective means of pursuing an advertising or communications strategy. We then book the media space necessary to implement the strategy, using our experience and buying power to obtain favorable rates for our clients.
	•	Media sales. Our media sales operations sell advertising space in outdoor media, print, radio and movie theaters to advertising and media buying firms on behalf of media companies. In some instances, they sell space to advertising and media buying operations that are part of our group. They do so, however, on an arm’s-length basis, dealing with those businesses on the same terms as other customers.

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	•	Media buying and media planning. Our media buying operations consist primarily of ZenithOptimedia Group and Starcom MediaVest Group. ZenithOptimedia conducts media services operations in 53 countries around the world. It has a strong presence in the U.K., the U.S., Germany, France and Spain. Starcom MediaVest conducts media services operations in 71 countries around the world, with a particularly strong presence in the U.S.
	•	Media Sales. We conduct media sales activities through Médias & Régies Europe through subsidiaries including Métrobus and Régie 1 (France), Publisistemas (Spain) and Médiavision (France and international).

	•	Context Analysis. A media-screening tool used by Publicis network agencies in the network involved in strategic planning. Context Analysis uses sociological methods to track new trends and analyze the way the media covers them.
	•	Holistic Difference. Holistic Difference, developed by the Publicis network, is a continuous research cycle of consumer insight into the brand the connections that communications can make between the brand and the consumer and the effect these have on the business results.
	•	The Ideas Brief. A system developed by Saatchi & Saatchi to help an agency identify ideas for transforming a client’s business, brand and reputation. The system has three parts: the “Equity Onion,” which is used to identify a brand’s core value of essence, the “Brand Axle,” used to identify the extent to which a brand associated with one product can be successfully used to market other products and the “Brand Temple” for multi-product companies that use several sub-brands.
	•	The Ideas Toolkit. A Saatchi & Saatchi program that facilitates the monitoring of the effectiveness of a communications program using anthropological and psychological methods.
	•	The Lovemaker. A joint venture with QiQ. A unique approach using quantitative research with an intense qualitative element to determine the degree to which a brand is a lovemark and benchmarks it against other brands either in the category or in the broader market.
	•	The Lovemarks Hothouse. A joint venture with On Your Feet. A practical, non-theoretical workshop which taps into the emotional and experiential potential of the brand the organization behind it. It is intended to make lovemarks theory and strategy actionable.
	•	The Brand Belief System. A tool used in the Leo Burnett network to analyze and develop the customer loyalty effects of a communication strategy.
	•	Zoom. Zoom (Zenith Optimisation of Media) is a series of tools used, among other things, to model the effectiveness of proposed advertising campaigns, evaluate media outlets and media-use strategies and track audience responses to major events.
	•	Tardiis. Tardiis is a state of the art TV optimizer exclusively developed for Starcom MediaVest Group (“SMG”). It harnesses the power of viewing at the program level to provide optimized schedules for individual brands, as well as allocating programs across multiple products and demos for multi-brand clients. Using Tardiis, SMG clients have saved an average of 15% of their TV spend.
	•	InnoVestSM. A proprietary system for accelerating and deepening the acceptance of new products and services based on the sociological phenomenon known as “Diffusion of Innovation.”
	•	Media PathwaysSM. A unique qualitative and quantitative research procedure for understanding the link between media, lifestyle and category usage among a brand’s marketing target. Media Pathways

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		provides a method for obtaining ideas for new communication options as well as more effective ways to use existing options.
	•	Media Scopes. Project-based tools to address tactical media issues including:

	•	TargetScope — Surveys of key demographic groups to identify media opportunities, e.g., Kidscope, an online research tool that talks to kids all over the world about attitudes, motivations and communication vehicles.
	•	Event Tracker — A series of studies to evaluate the effectiveness of advertiser participation in major global/local TV events such as the Olympics and the Academy Awards.
	•	IP Tracker — an online tracking tool which collects data on awareness and use of web sites as well as deep dives into areas which enable development and evaluation of the most effective on line/off line communication programs.

	•	BattleField. This tool provides strategic insights into category and brand dynamics by comparing brand(s) against competition in terms of share, volume and value, pricing, adspend, share of voice and tracking/recall scores. Battlefield Modeling hones in on the impact that advertising has on brand sales.
	•	Brand Contact Audit (BCA) and Consumer Contact Audit (CCA). These are disciplined and objective assessments based on all traditional and non-traditional contact points to help identify optimal targeting opportunities.
	•	Wear-out. Wear-out is a proven media-based assessment of actual wearout factors that allows us to understand and quantify the decay in effectiveness of television and radio commercials over time.
	•	Budget Allocation Time (“BAT”). BAT is SMG’s scheduling tool that allows planners to optimize the impact of schedules based on media costs, sales patterns and the brand’s advertising responsiveness.
	•	The Brand Librarytm. This is a worldwide, econometric database of advertising’s impact on sales.
	•	Brand Impactor. Brand Impactor runs off data from the Brand Librarytm to allow our planners to predict key advertising factors, of speed, frequency, and strength.
	•	Market Contact Audit. Through a worldwide license agreement with Integration, the independent consulting firm that developed MCA, SMG delivers an assessment of impact/potential of alternate contact points with brand target, common currency to compare effectiveness of contact options, prioritization of most influential contact options and efficiency assessment for contacts by linking effectiveness with cost data.
	•	Passion Groupstm. A quantitative and qualitative means of creating targets based, not on age and gender, but on the consumer’s interest and participation in activities from the job to having fun, as well as mindsets and lifestyles.

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Item 5.	Operating and Financial Review and Prospects

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	•	Toys ‘R’ Us, Lexmark, Earthlink and Subway (U.S.) in advertising; and
	•	Miramax and Paramount Pictures (U.S.) and SC Johnson (Europe) in media consultancy and media buying.

	•	To apply current year foreign exchange rates to prior year local currency figures;
	•	For entities acquired, by including current year revenue in prior year revenue; and
	•	For entities sold, by excluding prior year revenue so that the period of consolidation is similar in both years.

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	Allowance for Doubtful Accounts

	Property and Equipment, Goodwill and Intangible Assets

	Deferred Taxes

	Revenue Recognition

	Scope of Consolidation

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			Total
			(€ millions)
2003 (as published)				3,863
Components of revenue changes (excluding organic growth):
	Impact of exchange rate changes			(183	)
	Other changes in scope of consolidation			(1	)
2003 Revenue at comparable exchange rates and scope of consolidation				3,679
	Organic growth(1)			146
2004				3,825

(1)	In percentage terms, organic growth was 4%, or € 146 million divided by 2003 revenue at comparable exchange rates and scope of consolidation of € 3,679 million.

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	Rest of the World

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	Revenue

			Total
			(€ millions)
2002 (as published)				2,926
2002 Pro-forma revenue including Bcom3 for the entire year				4,280
Components of revenue changes (excluding organic growth):
	Impact of exchange rate changes			(491	)
	Changes in scope of consolidation			(1	)
2002 Revenue at comparable exchange rates and scope of consolidation				3,788
	Organic growth(1)			75
2003				3,863

(1)	In percentage terms, organic growth was 2%, or € 75 million divided by 2002 revenue at comparable exchange rates and scope of consolidation of € 3,788 million.

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	Depreciation and Amortization

	Operating Income

	Financial Income/ Expense

	Exceptional Income/ Charge

	Income Tax

	Income from Companies Accounted for by the Equity Method

	Goodwill Amortization

	Minority Interests

	Net Income and Earnings Per Share

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	Europe

	North America

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	Rest of World

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						Falling Due
						Less than				One to five				More than
Contractual Commitments		Total				one Year				Years				Five Years
		(Millions of euros)
Commitments given
Operating lease commitments			1,375				237				816				322
Commitments and options to purchase minority interests			79				37				40				2
Commitments to sell investments			8				8				—				—
Guarantees(1)			272				209				35				28
Total			1,734				491				891				352

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	•	a guarantee given to a bank in an amount of 88 million euros, as owner of a 45% shareholding in a company called iSe (International Sports & Entertainment AG), which is committed to paying a total of 176 million euros in January 2005, for the acquisition of a license from FIFA;
	•	guarantees given to various banks in an amount of 113 million euros in respect of future media space buying transactions on behalf of the Group’s clients; and
	•	guarantees of payment of property taxes and charges relating to the Leo Burnett building in Chicago, for a total amount of 71 million euros over the period up to 2012.

			Following Due
							Less than				One to five				More than
Other commercial Commitments			Total				one Year				Years				Five Years
			(Millions of euros)
Commitments received
	Unutilized credit lines(1)			1,476				1,476								—
Commitments given
	Other commercial commitments			—				—				—				—
Total				1,476				1,476				—				—

(1)	See “Liquidity Risk” in note 1.2 to our consolidated financial statements.

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		Payments Due by Period
						Less than												More than
Contractual Obligations		Total				1 Year				1-3 Years				3-5 Years				5 Years
		(In millions of euros)
Long-Term Debt Obligations(1)			1,821				220				0				672				929
Capital (Finance) Lease Obligations			139				0				0				0				139
Operating Lease Obligations			1,375				237				435				381				322
Purchase Obligations(2)			79				37				25				15				2
Other Long-Term Liabilities Reflected on the Balance Sheet under French GAAP(3)			90				16				35				8				31
Total			3,504				510				495				1,076				1,423

(1)

Long-term debt obligations were comprised of the following: € 7 million in obligations under our 2% notes due 2007, € 929 million in obligations under our 1.0% notes due 2018 (including € 239 million in redemption premium), € 672 million in obligations under our 0.75% notes due 2008, € 29 million in bank loans, € 172 million of bank overdrafts and € 12 million in accrued interest. Excluding bank overdrafts, most of our debt consists of bonds which do not include specific covenants, but only standard credit default event clauses triggered by liquidation, bankruptcy, or default (either on the debt itself or on other indebtedness if the amount defaulted on exceeds a specified threshold). Early redemption options relate to OCEANE 2018 and are exercisable by bondholders only in 2006, 2010 and 2014, except in the case of our 2.0% notes due 2007, which were classified as short-term debt as of December 31, 2003. In February

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	2004, the vast majority of the holders of these bonds exercised their right to early redemption effective as of March 1, 2004 for an aggregate amount of € 193 million.
(2)	Purchase obligations relate to standard put options to repurchase minority interests, the value of which has been estimated on the basis of contractual clauses as of the latest available date.
(3)	Other long term liabilities reflected on the balance sheet under French GAAP relate to earn-out provisions (see “— Commitments for Capital Expenditures”).

	•	In the context of first time adoption of IFRS (options envisaged under IFRS 1), the following policies have been retained by Publicis for the opening balance sheet:

	•	Business combinations completed before January 1, 2004, particularly the acquisition of Saatchi & Saatchi, which was treated in accordance with the authorized alternative method under article 215 in French GAAP, have not been retrospectively restated;
	•	Revaluation to market value at January 1, 2004 of the Publicis building situated at 133 avenue des Champs Elysées in Paris, this value being set permanently as the new historical cost;
	•	Application of the accounting treatment applicable to stock options for plans put in place after November 7, 2002;
	•	Application of financial instruments standards as of January 1, 2004;
	•	Recognition of all actuarial gains and losses on pension commitments by deduction from shareholders’ equity; and
	•	Transfer of foreign currency translation adjustments included in opening shareholders equity to an “other reserves” account caption.

	•	The main adjustments identified to Publicis’ consolidated accounts are as follows:

	•	Financial instruments: breakdown of bonds which are convertible or reimbursable in shares into their components;

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	•	The fair value of the debt component is determined at the date of issuance through discounting future cash flows using a market interest rate for a loan with similar characteristics but without the conversion option. The value of the conversion option, which is calculated as the difference between the fair value of the instrument as a whole and the fair value of the debt component, is reclassified to shareholders’ equity;
	•	The impact on results is the difference between the market rate retained and the contractual actuarial rate.

	•	Financial instruments: Interpublic Group (“IPG”) shares:

	•	IPG shares are valued in the opening balance sheet and subsequent balance sheets at their fair value (per the stock market). Future changes in fair value are taken to shareholders’ equity.

	•	Financial instruments: foreign exchange hedging instruments

	•	The fair value of hedging instruments held in respect of third party receivables and payables and of forecasted flows is recognized in the balance sheet.

	•	For the Fair Value hedge, the change in fair value is recorded in the income statement. The effect on the income statement is offset by the revaluation of the hedged item;
	•	For the Cash Flow hedge, the change in fair value is recorded in a specific account caption in shareholders equity. The amount initially recognized in shareholders’ equity is reversed to the income statement when the transaction occurs.

	•	Financial instruments: conditional commitments to acquire minority interests

	•	These conditional commitments must be recognized in other liabilities in the balance sheet when the Group is committed to making the acquisition.

	•	Financial instruments: CLN

	•	Consolidation of the entity that issued the CLN, which was effective under French standards as from January 1, 2004, did not include recognition of the associated derivatives (asset swap and credit default swap). Under IFRS, the asset swap and the credit default swap are recognized at fair value on the balance sheet, with changes in fair value being taken to the income statement.

	•	Stock options:

	•	The fair value of options granted, determined at the date of the grant, is amortized through the income statement over the vesting period of the options.

	•	Goodwill:

	•	Goodwill is no longer amortized but, rather, is subject to annual impairment tests.

	•	Income taxes — tax loss carryforwards of acquired companies:

	•	The tax advantage arising from use of tax losses of acquired companies (which arose in periods prior to acquisition) is neutralized by a reduction of goodwill of equal amount.

	•	The calculation of earnings per share is considerably modified:

	•	The denominator takes account, for both basic and diluted earnings per share, of the average number of shares in issue, increased by the number of future shares to be issued under instruments in respect of which future conversion is obligatory (ORANEs).

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	•	The presentation of the consolidated financial statements will be significantly modified under IFRS:

	•	Income statement:

	•	Goodwill impairment expense (previously presented after net income of consolidated companies) is henceforth included at the operating income level. The same applies to exceptional items, notably capital gains and losses on disposal;
	•	Interest expense related to discounting of pension and other post employment benefit commitments are no longer recognized in personnel costs but, rather, are included in financial costs.

	•	Balance sheet:

	•	Balance sheet presentation will need to be changed to separately show current and non-current items (notably in respect of the provisions for contingencies and charges caption) and to separately present deferred tax assets and liabilities.

	•	Segment information:

	•	The Group performed an analysis of the entities presented in its internal reporting in order to determine whether such entities constituted business segments to be disclosed separately. It appears, after regrouping services under a number of criteria (nature of products or services, production processes, type or category of clients, methods of distribution and supply of services, nature of regulatory environment), that the different activities identified do not present any significant divergences in terms of either profitability or risk.

	•	The amortization of tangible assets, intangible assets related to the business combination with Saatchi & Saatchi, which was treated as a purchase under U.S. GAAP but was accounted for using the alternative method under French GAAP (which is similar to the pooling of interests method formerly available under U.S. GAAP). The amortization expense of tangible and intangible assets related to the Saatchi & Saatchi business combination amount to € 32 million, € 33 million and € 36 million in 2004, 2003 and 2002, respectively;
	•	The change in contingent value rights issued in connection with the business combination with Saatchi & Saatchi, which is recognized in earnings under U.S. GAAP and resulted in a charge of nil in 2004 and 2003 and € 31 million in 2002; under French GAAP, those rights were not recorded as a liability until December 31, 2001;
	•	Restructuring charges capitalized as part of net assets acquired for certain business combinations that are disallowed and charged to expense under U.S. GAAP amounted to nil, € 129 million and € 10 million in 2004, 2003 and 2002 respectively;

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	•	Changes in the fair values of certain embedded derivatives inherent in our 2.0% notes due 2007 which are recognized in earnings under U.S. GAAP, but are considered to be off-balance sheet commitments under French GAAP;
	•	In accordance with the adoption of SFAS 142, as a result of the transitional impairment test, the net impairment charge of € 160 million recorded in 2002 as a “Cumulative effect of accounting change” on the consolidated statement of operations to write down the carrying value of intangibles with indefinite useful lives to their fair values;
	•	The reversal of goodwill amortization expense recorded under French GAAP, as goodwill is no longer amortized under U.S. GAAP but reviewed annually for impairment. The goodwill amortization reversal in 2004, 2003 and 2002 amounted to € 188 million, € 113 million and € 75 million, respectively;
	•	Compensation arrangements related to acquisitions, which were recorded using the purchase accounting method in our consolidated financial statements in French GAAP and are recorded as compensation expense when incurred under U.S. GAAP;
	•	The consolidation of the entity that issued the credit linked notes; the entity is not consolidated under French GAAP, due to the absence of an interest in the entity’s capital as of December 31, 2003, but is considered a variable interest entity subject to consolidation under U.S. GAAP. The derivatives were fair valued with difference in fair value recognized in the statement of income under U.S. GAAP. Under French GAAP, the derivatives were accounted as off-balance sheet commitments. As of January 1, 2004, the entity has been consolidated under French GAAP, but the derivatives continue to be accounted for as off-balance sheet commitments; and
	•	The reversal of the interest income recorded through the amortization of equity warrants classified as long-term debt in accordance with French GAAP, but classified as paid-in capital under U.S. GAAP.

	•	The accounting for the business combination with Saatchi & Saatchi, which was treated as a purchase under U.S. GAAP but was accounted for using the derogatory method under French GAAP;
	•	The valuation of marketable securities, which are recorded at fair value under U.S. GAAP and historical cost under French GAAP;
	•	The impact of goodwill related to an acquisition in 1993 written-off to shareholders’ equity under previous French accounting guidance;
	•	The difference in purchase price for the business combination with Bcom3 (i.e., at fair value of the securities issued in the exchange as of the date of announcement of the acquisition under U.S. GAAP, but as of the date of acquisition under French GAAP);
	•	The accounting for Bcom3’s 1997 sale-leaseback transaction, which is treated as a financing lease under U.S. GAAP with the building and the related financing obligation reflected at fair value at the acquisition date, but treated as a capital lease under French GAAP with the related assets capitalized at their fair value at the acquisition date but only for the portion of the building leased back by Bcom3 and the related debt consisting of the present value of the minimum lease payments;
	•	The reversal of accumulated amortization expenses on goodwill, as under U.S. GAAP, goodwill are no longer amortized but tested for impairment annually;
	•	The formation of ZenithOptimedia Group, the assets of which were revalued under French GAAP in 2002 and 2001 but were written up to fair value under U.S. GAAP in 2000;

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	•	The fact that under U.S. GAAP, treasury shares are deducted from shareholders’ equity at the amount at which they were repurchased, while under French GAAP, they are recorded as an investment if they are reserved for issuance upon the exercise of stock options; and
	•	The minimum pension liability adjustment, not recognized under French GAAP.

	Goodwill and Intangible Assets

	Deferred Taxes

	Stock Compensation

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Item 6.	Directors, Senior Management and Employees

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Elisabeth Badinter
Initially Appointed		November 1987 (appointed as chairperson of the supervisory board in April 1996)
Expiration Date of Current Term		June 2006
Principal Function in Publicis		Chairperson of the supervisory board Chairperson of the supervisory board of Médias & Régies Europe
Principal Business Activities Outside Publicis		Author
Robert Badinter
Initially Appointed		June 1996
Expiration Date of Current Term		June 2008
Principal Function in Publicis		Director
Principal Business Activities Outside Publicis		Professor Emeritus, University of Paris I (Panthéon-Sorbonne); honorary attorney
Simon Badinter
Initially Appointed		June 1999
Expiration Date of Current Term		June 2011
Principal Function in Publicis		Chairman of the management board and director of international development, Médias & Régies Europe SA (France) Member of supervisory board of Médiavision & Jean Mineur SA (France) Director of Métrobus SA (France), Gestion Omni Media Inc. (Canada) and Omni Media Cleveland Inc. (USA) Chairman and chief executive officer of Médias & Régies America Inc. (USA) Chairman and chief executive officer of development office of Médias & Régies Europe Inc. (USA)
Principal Business Activities Outside Publicis		None
Monique Bercault
Initially Appointed		June 1998
Expiration Date of Current Term		June 2010
Principal Function in Publicis		Director
		Technical consultant to the chairman of the management board of Médias & Régies Europe SA (France)
Principal Business Activities Outside Publicis		None

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Michel Cicurel
Initially Appointed		June 1999
Expiration Date of Current Term		June 2010
Principal Function in Publicis		Director
Principal Business Activities Outside Publicis		Chairman of the management board of La Compagnie Financière Edmond de Rothschild Banque SA and Compagnie-Financière Saint-Honoré SA (France)
		Chairman of the board of ERS SA, Edmond de Rothschild SGR (Italy) and Edmond de Rothschild SIM (Italy)
		Chairman of the supervisory board of Edmond de Rothschild Private Equity Partners SAS
		Member of the board of Banque Privée Edmond de Rothschild (Switzerland), Edmond de Rothschild Limited (U.K.), La Compagnie Financière Holding Edmond et Benjamin de Rothschild (Switzerland), La Compagnie de Trésorerie Benjamin de Rothschild (Switzerland), Bouygues Telecom SA (France), Cdb Web Tech (Italy), Cir International (Luxembourg), Rexecode (France), Société Générale SA Permanent representative of Compagnie Financière Edmond de Rothschild Banque, Edmond de Rothschild Corporate Finance SA (France), Edmond de Rothschild Asset Management SA (France), Edmond de Rothschild Financial Services SA (France), Edmond de Rothschild Multi Management SAS (France), Equity Vision SA France and Assurances et Conseils Saint-Honoré (France) Member of the board of Limited Partners of Rothschild & Compagnie Banque SCS (France)
		Permanent representative of Compagnie-Financière Saint-Honoré on the board of Cogifrance SA (France) Auditor, Paris-Orléans SA
Michel David-Weill
Initially Appointed		June 1990
Expiration Date of Current Term		June 2008
Principal Function in Publicis		Director
Principal Business Activities Outside Publicis		Chairman of Lazard LLC (USA) (until May 2005)
		Chairman and chief executive officer of Lazard Frères Banque SA (France) (until September 2004)
		Chairman and managing partner of Maison Lazard SAS (France) (until May 2005) President of Malesherbes SAS (France) Chairman of the board of Rue Impériale SA (Until May 2004)
		Vice-chairman of the board of Groupe Danone SA (France)
		Chairperson of the supervisory board of Eurazeo SA (France)

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		Managing partner of Lazard Frères SAS (France) (until May 2005), Partena SCS (France) and Partemiel SNC (France) Manager of Parteman SNC (France) and Parteger SNC (France) and BCNA
Sophie Dulac
Initially Appointed		June 1998 (appointed as vice-chairperson in June 1999)
Expiration Date of Current Term		June 2010
Principal Function in Publicis		Director, vice-chairperson
Principal Business Activities Outside Publicis		Manager of Sophie Dulac Productions SARL (France), Sophie Dulac Distribution SARL (France)
		Chairperson of the board of Les Ecrans de Paris SA (France) Vice-chairperson of the board of CIM de Momarte SA (France)
Yutaka Narita
Initially Appointed		September 2002
Expiration Date of Current Term		June 2008
Principal Function in Publicis		Director
Principal Business Activities Outside Publicis		Principal advisor & chairman of Dentsu Group, Dentsu Inc.
		Chairman of the Renovation Committee of the Tokyo Chamber of Commerce President of the Japan Advertising Agencies Association
		Chairman of the Japan Audit Bureau of Circulation
		Executive director of FM Japan Ltd., Broadcasting System of Niigata Inc., Nippon Venture Capital Co., Ltd. Tokyo Broadcasting System, Inc., Television Nishinippon Corporation and SBC Ltd Member of the Foundation Board of the Institute for Management Development Member of the French Chamber of Commerce and Industry in Japan and the Strategic Council on Attractiveness of France Trustee of the Japan Association of Corporate Executives
		Professor Emeritus, Beijing University

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Tateo Mataki
Initially Appointed		September 2004
Expiration Date of Current Term		June 2008
Principal Function in Publicis		Director
Principal Business Activities Outside Publicis		President and chief executive officer of Dentsu Inc.
		Vice president of Japan Marketing Association International Advertising Association Japan Chapter Organizing Committee for the IAAF World Championship in Athletics 2007 Member of Controlling Committee of Japan Advertising Agencies Association Member of the Nippon Academy Award Association and The Tokyo Chamber of Commerce and Industry Representative of Supporting Member of the National Federation of UNESCO Associations in Japan Senior Corporate Advisor to Iwate Broadcasting Co., Ltd.
Hélène Ploix
Initially Appointed		June 1998
Expiration Date of Current Term		June 2010
Principal Function in Publicis		Director
Principal Business Activities Outside Publicis		President of Pechel Industries Partenaires SAS, Pechel Industries SAS (France) and Pechel Services SAS (France) Member of the board of Lafarge (France), BNP Paribas (France), Boots Group (U.K.), Ferring (Switzerland) Permanent representative of Pechel Industries on the boards of Aquarelle.com Group SA (France), Quinette Gallay SA (France), CVBG-Dourthe Kressman SA (France), Xiring SA (France), CAE International SA (France) Manager of Hélène Ploix EURL
Felix George Rohatyn
Initially Appointed		June 2001
Expiration Date of Current Term		June 2007
Principal Function in Publicis		Director
Principal Business Activities Outside Publicis		President of Rohatyn Associates LLC (USA)
		Director of LVMH Moët Hennessy Louis Vuitton S.A. and Rothschilds Continuation Holdings AG Member of supervisory board of Lagardère Group S.A. (France)

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Robert Seelert
Initially appointed		August 2000
Expiration Date of Current Term		June 2006
Principal Function in Publicis		Director and chairman of Saatchi & Saachi Worldwide, Inc. (USA) Director and chief executive officer of Saatchi & Saatchi Holdings Worldwide, Inc. (USA); Saatchi & Saatchi Compton Worldwide, Inc. (USA); Saatchi & Saatchi North America, Inc. (USA); Zenith Trustees Limited (USA)
Amaury-Daniel de Seze
Initially Appointed		June 1998
Expiration Date of Current Term		June 2010
Principal Function in Publicis		Director
Principal Business Activities Outside Publicis		President of PAI Partners SAS (France), Financière PAI SAS (France) Director of Eiffage SA (France), Erbé SA (Belgium), Groupe Bruxelles Lambert SA (Belgium), Groupe Industriel Marcel Dassault SA (France), Power Corporation du Canada Holding Ltd. (Canada), Pargesa Holding SA (Switzerland), United Biscuits Holdings Ltd. (U.K.), UGC SA (France), Novalis SAS (France) Member of the supervisory board of Gras Savoye SCA (France)
Henri-Calixte Suaudeau
Initially Appointed		November 1987
Expiration Date of Current Term		June 2006
Principal Function in Publicis		Director of Publicis Conseil SA (France)
Gérard Worms
Initially Appointed		June 1998
Expiration Date of Current Term		June 2010
Principal Function in Publicis		Director
Principal Business Activities Outside Publicis		Managing partner of Rothschild et Cie
		Banque (France) and Rothschild et Cie
		SCS (France) President of S.G.I.M. SA (France)
		Member of the supervisory board of Métropole Télévision SA (France), Médias et Régies Europe SA (France), and Paris-Orléans SA (France) Director of Editions Atlas SA (France) and Cofide SA (Italy) Auditor of Ondéo Degrémont SA (France), SIACI SA (France)

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Claudine Bienaimé
Initially Appointed		January 2004
Expiration Date of Current Term		December 2007
Principal Function in Publicis		Director and General Secretary
		Director of:
		Publicis Conseil SA (France), Médiasystem SA (France), Solange Stricker Associés SA (France), Groupe Zenithoptimedia SA (France), Publicis Groupe Investissements BV (Netherlands), Publicis Holdings BV (Netherlands), Publicis Groupe Holdings BV (Netherlands)

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		Permanent representative of Publicis Conseil SA (France) on the board of: Publicis EtNous SA (France), Paname Communication SA (France), Carré Noir SA (France), Publicis Dialog SA (France), Re: Sources France SAS, Loeb & Associés SA (France), Corporate Factory SAS (France), World Advertising Movies SA (France), Publicis Atlantique SA (France), Publicis Koufra SA (France), Publicis Cachemire SA (France), Implication (France) and 2ème Communication SA (France) Sopofam SA (France)
		Manager of:
		Drugstore Champs Elysées SNC (France)
		Member of the Management Committee of SFPP Holdings SAS (France)
		General secretary of Publicis Groupe SA (France)
Principal Business Activities Outside Publicis		Chief executive officer of Société Immobilière du Boisdormant SA (France)
		Acting general director of:
		Rosclodan SA (France),
		Director of Gévelot SA (France), P.C.M. Pompes SA (France), Gévelot Extrusion SA (France), Gurtner SA (France)
Jack Klues
Initially Appointed		January 2005
Expiration Date of Term		December 2007
Principal Function in Publicis		Director President and director of: Starcom Worldwide, Inc. (USA)
		Starcom Media Vest Group Holdings, Inc. (USA)
		Director of:
		Starlink Services, Inc (USA)
		Starcom Worldwide SA (France),
		Starcom Worldwide SA de CV (Mexico),
		Relay, Inc. (USA),
Principal Business Activities Outside Publicis		Director of Off the Street Club

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Maurice Lévy
Initially Appointed		November 1987
Expiration Date of Current Term		December 2007
Principal Function in Publicis		Chairman of the Management Board
		Chairman and Chief Executive Officer of Publicis Conseil SA (France)
		Chairman, Chief Executive Officer and Director of Publicis USA Holdings, Inc. (USA)
		Member of the supervisory board of Médias & Régies Europe SA (France)
		Director of:
		Optimedia Holdings Limited (U.K.), Multi Market Services Limited (U.K.), Zenith Optimedia Group Limited (U.K.), Publicis Communication (Pty) Limited (South Africa), Publicis Johannesburg (Pty) Limited (South Africa), Optimedia SA Pty Ltd (South Africa), Publicis Communication Pty Limited (Australia), Publicis Communication Limited (New Zealand), Publicis Canada Inc. (Canada), Publicis-Unitros SA (Chile), Publicis Advertising 2000 Limited (Israel), Fallon Group, Inc. (USA), Publicis & Hal Riney (USA), Publicis.Wet Desert Sdn Bhd (Malaysia), Publicis Pakistan Pvt (Pakistan), Publicis Ad-Link Group Limited (China), Publicis Graphics Group Holding SA (Luxembourg), Venice Holdings Pty Limited (Australia), Mojo Custodians Pty Limited (Australia), Omagh Pty Limited (Australia), Optimedia Australia Pty Limited (Australia), Papagena Pty Limited (Australia), Publicis Loyalty Pty Limited (Australia), Publicis Mojo Pty Limited (Australia), Publicis Dialog Pty Limited (Australia), Publicis Mojo Limited (New Zealand), A.B. Data Limited (Israel), Triangle Holdings Limited (U.K.), Philadelphia Merger Corp. (USA), Asia Baseline Holdings, Inc. (Philippines)
		President and Director of U.S. International Holding Company, Inc. (USA) and D’Arcy Masius Benton & Bowles, Inc. (USA)
		Permanent representative of Publicis Groupe SA (France) on the board of Publicis Technology SA (France)
Principal Business Activities Outside Publicis		President of the Palais de Tokyo, site de création contemporaine (French association under law 1901)
Kevin Roberts
Initially Appointed		September 2000
Expiration Date of Current Term		December 2007
Principal Function in Publicis		Director
		President of Saatchi & Saatchi Worldwide Inc. (USA)

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Principal Business Activities Outside Publicis		Member of the board of Red Rose Limited (New Zealand), Red Rose Charitable Services Limited (New Zealand), Inspiros Worldwide Limited (New Zealand), NZ Edge.com Holding Limited (New Zealand), Lion Nathan plc (U.K.), New Zealand Rugby Football Union (U.K.), North Harbour Rugby Football Union (U.K.)
Bertrand Siguier
Initially Appointed		June 1999
Expiration Date of Current Term		December 2007
Principal Function in Publicis		Director
		President of SFPP Holding SAS (France)
		President of the management board of Publicis sp.z.o.o. (Poland)
		Director of:
		Publicis Cachemire SA (France), Publicis Technology SA (France), Publicis Canada Inc. (Canada), Multi Market Services Limited (U.K.), Publicis & Hal Riney (USA), Publicis Srl (Italy), Carré Noir Roma Srl (Italy), Publicis Hellas Advertising (Greece), Publicis Graphics Group Holding SA (Luxembourg), Publicis Communication Limited (New Zealand), Publicis Mojo Limited (New Zealand), Publicis Communication Pty Limited (Australia), Republic Srl (Italy), Publicis Graphics Group Holding SA (Luxembourg), Publicis Wet Desert Sdn Bhd (Malaysia), Publicis Communication (Pty) Ltd (South Africa), Deputy chairman of iSe International Sport and Entertainment AG (Switzerland), Statutory Auditor of Beacon Communications k.k. (Japan)
Principal Business Activities Outside Publicis		Board member of Gantois SA (France), HM Editions (France)

	Business Experience of Management Board Members

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		Total Gross				Including Base
		Compensation(1)				Compensation of
Management Board
Maurice Lévy			3,200,073				800,073
Claudine Bienaimé			270,000				120,000
Roger Haupt(2)			5,531,621				764,864
Kevin Roberts(3)			5,496,604				805,120
Bertrand Siguier			551,296				301,296
Supervisory Board
Elisabeth Badinter			228,939				182,939
Sophie Dulac			10,500				—
Robert Badinter			10,500				—
Michel David-Weill			7,000				—
Henri-Calixte Suaudeau			144,056				53,647
Monique Bercault			14,000				—
Hélène Ploix			38,000				—
Gérard Worms			38,000				—
Amaury-Daniel de Sèze			10,500				—
Simon Badinter(3)			188,088				144,922
Michel Cicurel			14,000				—
Robert L. Seelert(3)			288,273				241,536
Felix George Rohatyn			10,500				—
Yutaka Narita			10,500				—
Fumio Oshima			10,500				—
Tateo Mataki(4)			—				—

(1)	Bonuses are paid to our directors based upon the achievement of qualitative and quantitative performance indicators relating to our financial results, as assessed by our compensation committee. See “Additional Information — Material Contracts — Agreements with Directors” for further information concerning the determination of bonuses awarded to certain of our directors.
(2)	Mr. Roger Haupt resigned from the management board effective as of December 31, 2004. His 2004 compensation includes a retirement indemnity. Jack Klues replaced Mr. Haupt on the management board on January 1, 2005.
(3)	The compensation (other than attendance fees) of Roger Haupt, Kevin Roberts, Simon Badinter and Robert L. Seelert is defined and paid in dollars. The conversion into euros was made at an average rate of $1 = € 0.80512 in 2004.
(4)	Mr. Mataki was appointed to the supervisory board on September 9, 2004 to replace Mr. Oshima.

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Europe			14,151
North America			11,308
Rest of World			10,925

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Item 7.	Major Shareholders and Related Party Transactions

						Percentage of
Shareholder		Shares Held				Total Shares(6)
Elisabeth Badinter			20,072,339	(1)			10.27	%(1)(2)
Dentsu			17,720,132	(3)			9.06	%(3)(4)
SEP (Dentsu-Badinter)(5)			10,970,744				5.61	%

(1)	Does not include shares held by Dentsu and the SEP with respect to which Ms. Badinter may be deemed to be the beneficial owner due to the contractual arrangements described in “Additional Information — Material Contracts — Elisabeth Badinter/ Dentsu Shareholders’ Agreement” in this annual report. Including such shares, Ms. Badinter would be deemed to beneficially own 48,763,215 shares, representing 24.95% of our total shares.
(2)	Does not reflect the effect on voting power of the double voting rights provision of our statuts. Including the effect of that provision, Ms. Badinter’s 20,072,339 shares represented 17.2% of our voting power.
(3)	Does not include shares held by Ms. Badinter and the SEP with respect to which Dentsu may be deemed to be the beneficial owner due to the contractual arrangements described in “Additional Information — Material Contracts — Elisabeth Badinter/ Dentsu Shareholders’ Agreement” in this annual report. Including such shares, Dentsu would be deemed to beneficially own 48,763,215 shares, representing 24.95% of our total shares.
(4)	Does not reflect the effect on voting power of the statuts referred to above. Including the effect of that provision Dentsu’s 17,720,132 shares represented 15.06% of our voting power. Pursuant to an agreement between our company and Dentsu, its voting rights are capped at 15% of our total voting power.
(5)	This silent partnership was created in September 2004 by Dentsu and Ms. Badinter to implement the 15% limitation on voting rights of Dentsu. For a description of the SEP, see “Additional Information — Material Contracts — Elisabeth Badinter/ Dentsu Shareholders’ Agreement” in this annual report.
(6)	The percentages are calculated based on our total shares, including the 13,065,009 treasury shares. Excluding such shares, the percentages in the table for Ms. Badinter, Dentsu and the SEP would be 11.00%, 9.71% and 6.01%, respectively.

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		Percentage of
		Total Shares(4)
Shareholder		2002				2003				2004
Elisabeth Badinter			4.0	%(1)			10.3	%			10.3	%
Société Anonyme Somarel			15.8	%			—				—
Dentsu			18.1	%			18.2	%			9.2	%(2)
SEP (Dentsu-Badinter)			—				—				5.5	%

(1)	Does not include Ms. Badinter’s indirect interest in our company held through Somarel. Including her pro rata portion of the shares held by Somarel, her percentage ownership of our company as of December 31, 2002 was 12.05%. See “— Related Party Transactions — Somarel.”
(2)	Does not reflect the effect on voting power of the statuts referred to above. Including the effect of that provision Dentsu had 15.04% of the voting power. Pursuant to an agreement between our company and Dentsu, its voting rights are capped at 15% of our total voting power.
(3)	Dentsu’s percentage ownership for the years ended December 31, 2003 and 2002 includes 6,827,629 shares in which, pursuant to the Agreement and Plan of Merger, dated as of March 7, 2002, among Bcom3, Boston Three Corporation and Dentsu, Dentsu held bare legal title and voting rights until September 24, 2004. Dentsu did not hold the economic interests in such shares, which were held by certain former holders of Class A common stock of Bcom3. On September 24, 2004, the bare legal title and related voting rights to such shares reverted automatically to such former holders and Dentsu no longer possessed any interest in them.
(4)	The percentages are calculated based on our total shares, including our treasury shares.

Item 8.	Financial Information

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Item 9.	The Offer and Listing

			Euronext Paris (€)								NYSE ($)
			High				Low				High				Low
Last Six Months
May, 2005				23.89				22.14				30.00				28.66
April, 2005				24.27				21.43				31.32				27.86
March, 2005				25.35				23.01				33.38				30.60
February, 2005				24.65				22.72				31.72				29.76
January, 2005				24.50				22.85				32.51				29.84
December, 2004				25.54				23.55				33.93				31.50
Last Two Years By Quarter
2005
	First Quarter			24.65				22.72				33.38				29.76
2004
	Fourth Quarter			25.70				22.01				33.93				28.15
	Third Quarter			24.75				20.25				29.78				24.98
	Second Quarter			26.48				21.85				32.00				26.68
	First Quarter			29.58				23.37				37.50				28.60
2003
	Fourth Quarter			27.99				23.45				32.75				27.77
	Third Quarter			29.35				22.15				31.42				25.54
	Second Quarter			25.10				15.22				29.32				16.60
	First Quarter			22.69				13.83				23.40				15.47
Last Five Years
2004				29.58				20.25				37.50				24.98
2003				29.35				13.83				32.75				15.47
2002				39.90				16.70				34.95				16.70
2001				39.27				15.83				36.88				14.75
2000				69.70				29.10				37.44				25.75

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Item 10.	Additional Information

	•	produce and develop advertising;
	•	organize shows and radio or television broadcasts, set up radio, television and other programs, use movie theaters, recording or broadcasting studios and projection and viewing rooms, publish documents and publish music, sketches, scripts and theater productions; and
	•	carry out commercial, financial, industrial and real and movable property transactions directly or indirectly related to the above in order to foster our growth.

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	Dividends

	Voting Rights

	Liquidation Rights

	Preferential Subscription Rights

	Amendments to Rights of Holders

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	Ordinary and Extraordinary Meetings

	•	electing, replacing and removing members of the supervisory board;
	•	appointing independent auditors;
	•	declaring dividends or authorizing dividends to be paid in shares;
	•	approving the company’s annual financial statements; and
	•	issuing debt securities.

	•	changing our company’s name or corporate purpose;
	•	increasing or decreasing our share capital;
	•	creating a new class of equity securities;
	•	authorizing the issuance of investment certificates or convertible or exchangeable securities;
	•	establishing any other rights to equity securities;
	•	selling or transferring substantially all of our assets; and
	•	voluntarily liquidating our company.

	Calling Shareholders’ Meetings

	•	one or several shareholders holding at least 5% of our share capital;
	•	in cases of urgency, designated employee representatives or any interested party;
	•	duly qualified associations of shareholders who have held their shares in registered form for at least two years and who together hold at least 1% of the voting rights of our company; or
	•	in a bankruptcy, our liquidator or court-appointed agent may also call a shareholders’ meeting in some instances.

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	Notice of Shareholders’ Meetings

	•	designated employee representatives;
	•	one or several shareholders holding a specified percentage of shares; or
	•	a duly qualified association of shareholders who have held their shares in registered form for at least two years and who together hold at least 1% of the voting rights in our company.

	Attendance and Voting at Shareholders’ Meetings

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	Proxies and Votes by Mail

	Quorum

	•	an ordinary general meeting; or
	•	an extraordinary general meeting where an increase in our share capital is proposed through incorporation of reserves, profits or share premium.

	Majority

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	Limitations on Right to Own Securities

	Anti-Takeover Provisions

	Anti-Takeover Effects of Applicable Law and Regulations

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	•	limitations on the voting power of shareholders; and
	•	shareholders’ agreements that provide for preemptive rights in case of a sale of shares by a shareholder.

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	•	the acquiring party’s intentions; and
	•	the acquiring party’s ability to elect directors, and financial reliance by us on the acquiring party.

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	•	is not a French tax resident;
	•	is a tax resident of the U.S. pursuant to Article 4 of the Convention Between the Government of the U.S. of America and the Government of the French Republic for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Income and Capital (which was signed on August 31, 1994 and generally became effective on January 1, 1996) (the “Treaty”);
	•	is a citizen or resident of the U.S. for U.S. federal income tax purposes, is a U.S. domestic corporation or is otherwise subject to U.S. federal income taxation on a net income basis in respect of our shares; and
	•	does not hold our shares in connection with a permanent establishment or a fixed base in France pursuant to Article 5 of the Treaty through which the holder carries on a business or performs personal services.

	•	the holder owns, directly or indirectly, less than 10% of our share capital;
	•	the holder is a U.S. Tax Resident;
	•	the holder is entitled to the benefits of the Treaty under the “limitations on benefits” article of the Treaty (Article 30);
	•	the ownership of our shares is not effectively connected with a permanent establishment or a fixed base in France;
	•	the holder holds our shares as capital assets; and
	•	the holder’s functional currency is the U.S. dollar.

	Taxation of Dividends

	Withholding Tax

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	(i)	our shares are beneficially owned by a U.S. Tax Resident,
	(ii)	such ownership is not effectively connected with a permanent establishment or a fixed base that the holder has in France, and
	(iii)	the holder has previously established that he or she is a U.S. Tax Resident in accordance with the following procedures:

	•	the U.S. Tax Resident must complete French Treasury Form RF1 A EU-No. 5053 or “Claim for relief under the tax treaty between France and ...” form and send it to the paying establishment before the date of payment of the dividend.
	•	if the U.S. Tax Resident cannot complete French Treasury Form RF1 A EU-No. 5053 or “Claim for relief under the tax treaty between France and ...” form before the date of payment of the dividend, he or she may complete a simplified certificate and send it before receiving such payment to the institution which holds the shares on its behalf. This certificate must state that the beneficial owner fulfills the following conditions:

	•	the holder is a U.S. Tax Resident;
	•	the holder’s ownership of the shares is not effectively connected with a permanent establishment or a fixed base in France;
	•	the holder owns all the rights attached to the full ownership of the shares including, among other things, the dividend rights;
	•	the holder fulfills all the requirements under the Treaty to be entitled to the reduced rate of withholding tax, and
	•	the holder claims the reduced rate of withholding tax.

	Other Entities

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	U.S. Federal Income Taxes

	•	first, as a tax-free return of capital, which will cause a reduction in the adjusted basis of your shares. This adjustment will increase the amount of gain, or decrease the amount of loss, that you will recognize if you later dispose of those shares; and
	•	second, the balance of the dividend in excess of the adjusted basis will be taxed as capital gain recognized on a sale or exchange.

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	Taxation of Capital Gains

	PFIC

	•	75% or more of our gross income is passive income; or
	•	our assets that produce passive income or that are held for the production of passive income amount to at least 50% of the value of our total assets on average.

	French Estate and Gift Taxes

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	•	the individual holder is domiciled in France at the time of making the gift, or at the time of the individual holder’s death; or
	•	the individual holder used our shares in conducting a business through a permanent establishment or fixed base in France, or the individual holder held our shares for that use.

	French Wealth Tax

	•	the individual holder does not own, alone or with related persons, directly or indirectly, shares, rights or interests the total of which gives right to at least 25% of our earnings; and
	•	the shares are not held in connection with a permanent establishment or a fixed base in France.

	U.S. Information Reporting and Backup Withholding

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	•	to obtain jurisdiction over our company or our directors in courts in the U.S. in actions predicated on the civil liability provisions of the U.S. federal securities laws;
	•	to enforce judgments obtained in such actions against us or our directors;
	•	to obtain judgments against us or our directors in original actions in non-U.S. courts predicated solely upon the U.S. federal securities laws; or
	•	to enforce against us or our directors in non-U.S. courts judgments of courts in the U.S. predicated upon the civil liability provisions of the U.S. federal securities laws.

Item 11.	Quantitative and Qualitative Disclosures About Market Risk

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I.	Intercompany Receivables and Payables

Currency			Currency				Amount				Amount of Currency				Fair Value of the
Sold			Purchased				of Currency Sold				Purchased				Hedging Instrument
							(Local currency,				(Local currency,				(€ millions)
							in millions)				in millions)
AUD				USD				(45.1	)			32.3				(2.1	)
CAD				USD				(3.8	)			2.9				0.3
CHF				EUR				(1.5	)			1.0				0.0
DKK				USD				(40.7	)			6.6				(0.6	)
EUR				CHF				(26.1	)			40.3				0.0
EUR				GBP				(13.2	)			9.1				(0.4	)
EUR				USD				(465.1	)			590.2				(33.4	)
GBP				USD				(20.5	)			36.3				(1.9	)
NOK				EUR				(41.1	)			5.0				0.0
NZD				GBP				(18.0	)			6.6				(0.2	)
SEK				EUR				(54.5	)			6.0				0.0
SEK				USD				(148.9	)			19.6				(2.2	)
THB				EUR				(232.5	)			4.5				0.1
USD				EUR				(18.4	)			14.9				1.4
	Total															(39.0	)

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II.	Third Party Receivables and Payables

Currency			Currency		Amount				Amount of Currency				Fair Value of the
Sold			Purchased		of Currency Sold				Purchased				Hedging Instrument
					(Local currency,				(Local currency,				(€ millions)
					in millions)				in millions)
CHF			CHF			(1.9	)			1.2				0.0
CHF			USD			(0.2	)			0.1				0.0
EUR			CAD			(0.2	)			0.3				0.0
EUR			GBP			(3.3	)			2.3				(0.1	)
EUR			USD			(1.1	)			1.5				(0.1	)
USD			AUD			(1.5	)			2.1				0.1
USD			CAD			(1.6	)			2.0				0.0
USD			CHF			0.0				0.0				0.0
USD			DKK			0.0				0.1				0.0
USD			EUR			(0.5	)			0.4				0.0
USD			GBP			(0.1	)			0.1				0.0
USD			INR			(3.0	)			132.2				0.0
USD			JPY			(8.9	)			905.7				0.0
USD			KRW			(6.2	)			6,536.1				0.1
USD			NOK			(0.1	)			0.3				0.0
USD			SEK			0.0				0.1				0.0
USD			THB			(0.3	)			11.8				0.0
	Total													(0.0	)

III.	Future Flows (Dividends and Interest Receivable, Firm Sales)

Currency			Currency		Amount				Amount of Currency				Fair Value of the
Sold			Purchased		of Currency Sold				Purchased				Hedging Instrument
					(Local currency,				(Local currency,				(€ millions)
					in millions)				in millions)
EUR			CHF			(0.1	)			0.2				0.0
EUR			USD			(1.6	)			1.3				(0.1	)
JPY			GBP			(39.3	)			0.2				0.0
NOK			EUR			(0.9	)			0.1				0.0
SEK			EUR			(0.1	)			0.0				0.0
THB			EUR			(0.1	)			0.0				0.0
USD			CHF			(0.3	)			0.3				0.0
USD			CZK			0.0				1.0				0.0
USD			DKK			(0.2	)			1.1				0.0
USD			EUR			(15.0	)			11.3				0.3
USD			GBP			(11.5	)			6.1				0.1
USD			NOK			(0.1	)			0.8				0.0
USD			PLN			(0.1	)			0.2				0.0
USD			SEK			(0.4	)			2.8				0.0
	Total													(0.3	)
Total I + II + III														(38.7	)

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Item 12.	Description of Securities Other Than Equity Securities

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Item 13.	Defaults, Dividend Arrearages and Delinquencies

Item 14.	Material Modifications to the Rights of Security Holders and Use of Proceeds

Item 15.	Controls and Procedures

Item 16A.	Audit Committee Financial Expert

Item 16C.	Principal Accountant Fees and Services

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		2004								2003
		(€ millions)								(€ millions)
		Ernst & Young				Mazars &				Ernst & Young				Mazars &
		Audit				Guérard				Audit				Guérard
Audit Fees			4.0				4.0				4.0				4.0
Audit Related Fees			0.4				0.5				0.3				0.5
Tax Fees			0.1				—				0.2				—
All Other Fees			—				—				—				—
Total Fees			4.5				4.5				4.5				4.5

Item 16D.	Exemptions from the Listing Standards for Audit Committees

Item 16E.	Purchases of Equity Securities by the Issuer and Affiliated Purchasers

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Item 18.	Financial Statements

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Mazars & Guérard, S.A.		Ernst & Young Audit
/s/ Frédéric Allilaire		/s/ Bruno Perrin
Represented by		Represented by
Frédéric Allilaire		Bruno Perrin

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		Notes				2004				2003				2002
		(Millions of euros)
Revenues							3,825				3,863				2,926
Personnel expenses			3				(2,197	)			(2,254	)			(1,659	)
Other operating expenses			4				(921	)			(932	)			(734	)
Total operating expenses							(3,118	)			(3,186	)			(2,393	)
Operating income before depreciation and amortization							707				677				533
Depreciation and amortization expense (excluding goodwill and intangibles arising on acquisition)			5				(117	)			(124	)			(104	)
Operating income before amortization of intangibles on acquisition							590				553				429
Amortization of intangibles arising on acquisition			5				(29	)			(31	)			(24	)
Impairment of intangibles arising on acquisition			5				(123	)			—				—
Operating income							438				522				405
Net financial costs			6				(39	)			(60	)			(28	)
Income of consolidated companies before taxes and exceptional items							399				462				377
Exceptional items			7				23				(7	)			(3	)
Income taxes			8				(134	)			(172	)			(132	)
Net change in deferred taxes related to the OBSA/ Credit Linked Notes (“CLN”) transactions			8				130				—				—
Net income of consolidated companies							418				283				242
Equity in net income of non-consolidated companies			9				6				4				3
Net income before goodwill amortization							424				287				245
Group’s share of net income before goodwill amortization							398				263				216
Goodwill amortization			5				(188	)			(113	)			(69	)
Net income before minority interests							236				174				176
Minority interests							(26	)			(24	)			(29	)
Group net income							210				150				147
Per share data (in euros)			10
Number of shares – basic (thousands)							182,411				182,795				146,262
Net earnings per share							1.15				0.82				0.99
Number of share – diluted (thousands)							251,608				239,541				171,026
Net earnings per share – diluted							0.97				0.75				0.97

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		Notes				2004				2003				2002
		(Millions of euros)
ASSETS
Goodwill, net			11				2,470				2,596				3,028
Intangible assets, net			11				740				916				879
Property and equipment, net			12				439				463				599
Investments and other financial assets, net			13				106				481				98
Investments accounted for by the equity method			9				17				30				33
Non-current assets							3,772				4,486				4,637
Inventory and costs billable to clients			14				437				416				295
Accounts receivable			15				3,282				3,263				3,663
Other receivables			16				833				1,086				951
OCEANE redemption premium			17				202				215				227
Marketable securities			18				67				196				342
Cash							1,128				1,219				863
Current assets							5,949				6,395				6,341
Total assets							9,721				10,881				10,978
LIABILITIES AND SHAREHOLDERS’ EQUITY
Capital stock							78				78				78
Additional paid-in capital and retained earnings							803				648				928
Other shareholders’ equity (ORANEs)(1)											—				495
Shareholders’ equity			19				881				726				1,501
Minority interests			20				46				55				100
ORANEs(1)			21				495				495				—
Provisions for contingencies and charges			22				827				1,020				1,169
Bonds, bank borrowings and overdrafts			23				1,960				3,188				2,762
Accounts payable			24				3,694				3,590				3,832
Accrued expenses and other liabilities			25				1,818				1,807				1,614
Bonds, bank borrowings and current liabilities							7,472				8,585				8,208
Total liabilities and shareholders’ equity							9,721				10,881				10,978
Net financial debt			23				563				1,166				1,330

(1)	Reclassification made following clarification of certain rules by the French Financial Markets Authority (Autorité des Marchés Financiers (the “AMF”)) in 2003

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										Additional
										Paid-In Capital				Total
		Number				Capital				and Retained				Shareholders’
		of Shares				Stock				Earnings				Equity
						(Millions of euros)
December 31, 2002 before deduction of treasury stock			196,081,129				78				1,739				1,817
Deduction of treasury stock existing at December 31, 2002(1)			(12,790,600	)			—				(316	)			(316	)
December 31, 2002 after deduction of treasury stock			183,290,529				78				1,423				1,501
Dividends paid by Publicis Groupe S.A.							—				(44	)			(44	)
Translation adjustments							—				(366	)			(366	)
Increase in capital of Publicis Groupe S.A.			81,928				—				—				—
Negative variance on mergers of Publicis/Somarel/MLMS/MLMS2			(784,804	)			—				(13	)			(13	)
Consolidated net income, group share							—				150				150
Reclassification of ORANEs outside shareholders’ equity(2)							—				(495	)			(495	)
December 31, 2003 before deduction of treasury stock			195,378,253				78				971				1,049
Deduction of treasury stock existing at December 31, 2003(1)			(13,012,389	)			—				(323	)			(323	)
December 31, 2003 after deduction of treasury stock			182,365,864				78				648				726
Dividends paid by Publicis Groupe S.A.							—				(47	)			(47	)
Translation adjustments											(106	)			(106	)
Increase in capital of Publicis Groupe S.A.			92,808				—				—				—
Release of Saatchi & Saatchi provisions											2				2
Impact of LSF requiring consolidation of entity which issued the CLN											(6	)			(6	)
Application of CNC 03-01 pensions recommendation											(16	)			(16	)
Reclassification of equity warrants following redemption of the bond component of the OBSA(3)											118				118
Consolidated net income, group share							—				210				210
December 31, 2004 before deduction of treasury stock			195,471,061				78				1,126				1,204
Deduction of treasury stock existing at December 31, 2004(1)			(13,015,843	)			—				(323	)			(323	)
December 31, 2004 after deduction of treasury stock			182,455,218				78				803				881

(1)	Treasury stock held at period end, acquired in the context of stock buyback programs, is deducted from shareholders’ equity (see note 1.2 — accounting policies — treasury stock). Changes during the financial year are shown in a separate table in this note.
(2)	Following clarification issued by the French Financial Markets Authority (AMF) on June 30, 2003 on “interpretation of criteria concerning the classification of hybrid financial instruments in consolidated financial statements,” the ORANEs were reclassified into a separate balance sheet captioned “ORANEs” outside shareholders’ equity.
(3)	Following the redemption of the bond component of the OBSA in September 2004, the 28,125,000 equity warrants, which have an exercise price of 30.5 euros, were reclassified into shareholders’ equity for their amount stated net of tax being 118 million euros (See break-down hereafter).

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		2004				2003				2002
		(Millions of euros)
I — Cash flows from operating activities
Net income before minority interests			236				174				176
Capital (gain) loss on disposal (before tax)			(23	)			2				4
Amortization of bond redemption premium and additional interest on OBSA			20				27				16
Depreciation and amortization on fixed assets			457				268				197
Change in deferred taxes(1)			(141	)			—				—
Gross operating cash flow			549				471				393
Equity in net income of unconsolidated companies			(6	)			(4	)			(3	)
Dividends received from equity accounted investments			7				1				1
Restructuring expenses			(79	)			(141	)			—
Change in working capital requirements			299				232				183
Net cash provided by operating activities			770				559				574
II — Cash flows from investing activities
Purchases of property and equipment and intangible assets			(104	)			(118	)			(74	)
Proceeds from sale of property and equipment			3				22				15
Purchases of investments and other financial assets, net(2)			480				(381	)			(5	)
Acquisitions of subsidiaries(3)			(124	)			(200	)			(75	)
Net cash provided by (used in) investing activities			255				(677	)			(139	)
III — Cash Flows from Financing Activities
Payment of contingent value rights attached to shares provided as consideration for Saatchi & Saatchi			—				—				(196	)
Dividends paid to parent company shareholders			(47	)			(44	)			(32	)
Dividends paid to minority shareholders of subsidiaries			(23	)			(20	)			(26	)
Increase in capital			—				—				—
Change in borrowings(4)			(857	)			519				445
Net purchases of treasury stock			—				(5	)			(180	)
Change in treatment of treasury stock			—				—				(138	)
Net cash provided by (used in) financing activities			(927	)			450				(127	)
IV — Impact of exchange rate fluctuations			(39	)			(83	)			(76	)
Net change in consolidated cash flows (I + II + III + IV)			59				249				232
Cash and marketable securities at January 1			1,415				1,205				799
Bank overdrafts at January 1			(451	)			(490	)			(316	)
Net cash and cash equivalents at beginning of year			964				715				483
Cash and marketable securities at December 31			1,195				1,415				1,205
Bank overdrafts at December 31			(172	)			(451	)			(490	)
Net cash and cash equivalents at end of year(3)			1,023				964				715
Net change in cash and cash equivalents			59				249				232

(1)	Including a net change in deferred taxes of 130 million euros arising, in 2004, on the redemption of the bond component of the OBSA and the sale of the CLN
(2)	Including, in 2003, 380 million euros in respect of the CLN purchased in the second half of that year and, in 2004, 487 million euros in respect of proceeds of their sale in the third quarter
(3)	After deducting the net cash of the companies acquired on the date of their acquisition
(4)	Including 558 million euros corresponding to the redemption of the bond component of the OBSA in the third quarter of 2004 and 193 million euros corresponding to the early redemption, in March 2004, of nearly all the bonds convertible into Interpublic Group (IPG) shares

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1.	Summary of Significant Accounting Policies

	•	The French Financial Security Act (“Loi sur la Sécurité Financière” or “LSF”) of August 1, 2003 includes an accounting regulation which removes the previous requirement that an entity hold shares in another, controlled, entity in order to include it in its scope of consolidation. This new regulation led Publicis to consolidate the entity that issued the CLN as from January 1, 2004. The effect on opening shareholders’ equity is (6) million euros after tax.
	•	French national accounting committee (“Conseil national de la Comptabilité” or “CNC”) recommendation 03-01 issued on April 1, 2003 in relation to accounting and valuation rules for pensions and other post employment benefits.

1.1.	Consolidation Principles and Policies

	Reporting Currency

	Scope of Consolidation

	Translation of Financial Statements of Foreign Subsidiaries

	•	Assets and liabilities are translated at year-end exchange rates;
	•	Income statement items are translated at average exchange rates for the year;

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	•	Translation gains and losses resulting from the application of these rates are recognized in retained earnings for the Group share with the remainder being recorded in minority interests in the balance sheet.

	Year-End

	Elimination of Intercompany Transactions

	•	Intercompany transactions are systematically reconciled at each month-end closing under a standardized and documented process applied by each Group entity and each of its counterpart entities;
	•	A control is carried out centrally to ensure that intercompany transactions declared at month-end are reconciled. All intercompany balance declarations are reconciled individually by pair of companies. Differences resulting from simple errors in the declaration process that should not have an impact on the Group’s results are adjusted in the appropriate balance sheet account captions. If necessary, residual differences are corrected by an adjustment to the consolidated income statement.

1.2.	Accounting Policies

	Research and Study Costs

	Goodwill

	•	Goodwill amounts of less than € 150,000 are amortized immediately in full;
	•	Goodwill related to single country media buying and sales entities is amortized over five years;

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	•	Goodwill related to international media buying networks is amortized over twenty years;
	•	Goodwill related to advertising and marketing services entities and full service communications networks is amortized over a period varying from 10 to 40 years, depending on the country, size and the specific characteristics of each agency.

	Fair Value Adjustments on Acquisition

	Other Intangible Assets

	Property and Equipment

	•	Buildings: between 20 and 50 years.
	•	Fixtures, fittings and general installations: 10 years.
	•	Billboards: 4 to 7 years.
	•	Office furniture and equipment: 5 to 10 years.

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	•	Vehicles: 4 years.
	•	Computer hardware: 2 to 4 years.

	Investments in Non-consolidated Companies

	Other Investments

	Loans and Advances to Equity Accounted and Non-consolidated Companies

	Inventory and Costs Billable to Clients

	Accounts Receivable

	Marketable Securities

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	Treasury Stock

	Hedging Instruments

	Pensions and Other Post-employment Benefits

	•	The German and Italian regulatory requirements are applied in respect of lump sum payments on retirement;
	•	In France, the terms of the advertising industry’s collective bargaining agreement are applied;
	•	In the U.K. and the U.S., pensions and other post-employment benefit obligations are outsourced in plans managed by insurance companies.

	•	Defined contribution plans: the amount of Group contributions to the plan is recognized as an expense during the period;
	•	Defined benefit plans: the cost of defined benefits is separately determined for each plan using the projected unit cost actuarial method. Actuarial gains and losses are recognized in income or expense when cumulative non-recognized actuarial gains and losses for a given scheme exceed 10% of the greater of the amount of the defined benefit commitment obligation or the fair value of plan assets. These gains and losses are recognized over the expected average residual working life of the employees covered by the plans.

	Provisions for Litigation and Claims

	Restructuring Provisions

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	Vacant property provisions

	Bonds and Notes Issued

	Revenue

	•	For commission based customer arrangements (excluding production):

	•	advertising creation: recognition at date of publication or broadcast;
	•	media space buying services: recognition at date of publication or broadcast.

	•	For other customer arrangements (i.e., project based arrangements, fixed fee arrangements, time-based arrangements) and production:

	Revenue is recognized in the accounting period in which the service is rendered. Services are considered to be rendered by reference to the percentage-of-completion method, irrespective of whether invoices have been issued to the client or not, once the outcome of the transaction can be estimated reliably.

	Income Taxes

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	Exceptional Items

	Exposure to Interest Rate Risk

			<1 Year				1 to 5 Years				>5 Years				Total
			(In millions of euros)
	Financial liabilities(1)			220				672				1,068				1,960
	Financial assets(2)			(1,195	)			—				(202	)			(1,397	)
Net position before financial management(3)				(975	)			672				866				563
	Off-balance sheet instruments			—				—				—				—
Net position after financial management				(975	)			672				866				563

(1)	Gross financial indebtedness
(2)	Redemption premium on Oceane, marketable securities and cash
(3)	Equal to net financial indebtedness as defined in note 23 – Bonds, Bank borrowings and overdrafts

	Liquidity Risk

	Exchange Rate Risk

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Currency				Currency				Amount of Currency				Amount of Currency				Fair Value of the
Sold				Purchased				Sold				Purchased				Hedging Instrument
								(Local currency,				(Local currency,				(Euro in millions)
								in millions)				in millions)
	AUD				USD				(45.1	)			32.3				(2.1	)
	CAD				USD				(3.8	)			2.9				0.3
	CHF				EUR				(1.5	)			1.0				0.0
	DKK				USD				(40.7	)			6.6				(0.6	)
	EUR				CHF				(26.1	)			40.3				0.0
	EUR				GBP				(13.2	)			9.1				(0.4	)
	EUR				USD				(465.1	)			590.2				(33.4	)
	GBP				USD				(20.5	)			36.3				(1.9	)
	NOK				EUR				(41.1	)			5.0				0.0
	NZD				GBP				(18.0	)			6.6				(0.2	)
	SEK				EUR				(54.5	)			6.0				0.0
	SEK				USD				(148.9	)			19.6				(2.2	)
	THB				EUR				(232.5	)			4.5				0.1
	USD				EUR				(18.4	)			14.9				1.4
																	(39.0	)

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Currency				Currency				Amount of Currency				Amount of Currency				Fair Value of the
Sold				Purchased				Sold				Purchased				Hedging Instrument
								(Local currency,				(Local currency,				(Euro in millions)
								in millions)				in millions)
	CHF				EUR				(1.9	)			1.2				0.0
	CHF				USD				(0.2	)			0.1				0.0
	EUR				CAD				(0.2	)			0.3				0.0
	EUR				GBP				(3.3	)			2.3				(0.1	)
	EUR				USD				(1.1	)			1.5				(0.1	)
	USD				AUD				(1.5	)			2.1				0.1
	USD				CAD				(1.6	)			2.0				0.0
	USD				CHF				0.0				0.0				0.0
	USD				DKK				0.0				0.1				0.0
	USD				EUR				(0.5	)			0.4				0.0
	USD				GBP				(0.1	)			0.1				0.0
	USD				INR				(3.0	)			132.2				0.0
	USD				JPY				(8.9	)			905.7				0.0
	USD				KRW				(6.2	)			6536.1				0.1
	USD				NOK				(0.1	)			0.3				0.0
	USD				SEK				0.0				0.1				0.0
	USD				THB				(0.3	)			11.8				0.0
																	(0.0	)

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Currency				Currency				Amount of Currency				Amount of Currency				Fair Value of the
Sold				Purchased				Sold				Purchased				Hedging Instrument
								(Local currency,				(Local currency,				(Euro in millions)
								in millions)				in millions)
	EUR				CHF				(0.1	)			0.2				0.0
	EUR				USD				(1.6	)			1.3				(0.1	)
	JPY				GBP				(39.3	)			0.2				0.0
	NOK				EUR				(0.9	)			0.1				0.0
	SEK				EUR				(0.1	)			0.0				0.0
	THB				EUR				(0.1	)			0.0				0.0
	USD				CHF				(0.3	)			0.3				0.0
	USD				CZK				0.0				1.0				0.0
	USD				DKK				(0.2	)			1.1				0.0
	USD				EUR				(15.0	)			11.3				0.3
	USD				GBP				(11.5	)			6.1				0.1
	USD				NOK				(0.1	)			0.8				0.0
	USD				PLN				(0.1	)			0.2				0.0
	USD				SEK				(0.4	)			2.8				0.0
																	0.3
				TOTAL I + II + III													(38.7	)

Revenues by Currency		2004				2003
Euro			27	%			25	%
US dollar			42	%			44	%
Pound sterling			10	%			9	%
Others			21	%			22	%
Total			100	%			100	%

	•	28 million euros on 2004 consolidated revenue;
	•	4 million euros on 2004 operating income.

	•	16 million euros on 2004 consolidated revenue;
	•	3 million euros on 2004 operating income.

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	•	Treasury stock in Publicis:

	•	IPG shares:

Treasury Stock Purchased

in the Context of:

Stock Buyback

Other

Programs

Liquidity Contract

(IPG Shares)

(Millions of euros)

Asset position

0

(0.9

)

0

	Earnings Per Share and Diluted Earnings Per Share

2.	Comparability of Financial Statements

	•	Impairment of intangibles arising on acquisitions; and
	•	Net change in deferred taxes related to the OBSA/CLN transactions.

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	Terms of Acquisition

	•	56,250,000 new Publicis shares with a value on issue of € 30.50 (with a par value of € 0.40 and a premium of € 30.10 per share) ;
	•	Bonds with a par value of € 858 million comprised of 1,562,500 ORANEs redeemable into 28,125,000 new or existing Publicis shares; and
	•	Bonds with a par value of € 858 million, comprised of 2,812,500 OBSAs with detachable equity warrants granting the right to subscribe to 28,125,000 Publicis shares.

	Characteristics of the Bonds Issued on the Acquisition of Bcom3

	•	ORANEs — Bonds redeemable into new or existing shares

	This 20-year bond issue, given as consideration for a portion of Bcom3 shares, is comprised of 1,562,500 ORANEs with a par value of 549 Euros, for a total par value of 857,812,500 Euros.
	Each ORANE entitles the bearer to receive 18 existing or new Publicis shares, at the rate of one per year commencing on September 1, 2005 and concluding on the 20th anniversary of the bond (2022). In parallel, the value of the ORANE is reduced by 30.50 euros per year on each of these dates.
	ORANEs bear interest at 0.82% of par value. This interest payable will be reviewed for the first time on payment of the coupon for the period September 1, 2004 to September 1, 2005, on the basis of 110% of the average of dividends over the last three financial years, however the revised coupon cannot be less than 0.82% of the par value of the ORANE.

	•	OBSAs — Bonds with detachable equity warrants

	The 20-year bond with detachable equity warrants was issued on September 24, 2002 as consideration for a portion of the Bcom3 shares. It was composed of 2,812,500 bonds, with a par value of 305 Euros, for a total amount of 857,812,500 Euros. The bonds bore interest at 2.75% of par value.
	Ten warrants were attached to each bond entitling the bearer to subscribe, at any moment during the period from September 24, 2013 to September 24, 2022, for a Publicis share at an exercise price of 30.50 Euros by making full cash payment on subscription.
	The bond component of the OBSAs was redeemed in September 2004 in the context of the program to simplify the balance sheet structure, the equity warrants remain exercisable under the conditions outlined above.

	Purchase Price

	•	The 56,250,000 new Publicis shares were valued at the market price at the date of acquisition (€ 17.60 per share), representing a total value of € 990 million.
	•	The 1,562,500 ORANEs were valued at € 495 million, corresponding to their fair value at the date of acquisition, determined on the basis of the stock market price of Publicis shares at that date. Based on the results of a detailed assessment of the characteristics of this financial instrument, the ORANEs have been classified in a separate caption “ORANEs,” outside shareholders equity, in the consolidated balance sheet.

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	•	The OBSAs were valued at € 642 million, an amount which includes the present value of the bond component at the acquisition date (€ 445 million) and the fair value of the equity warrants (€ 197 million). Both of these values were calculated jointly by our internal experts and our adviser banks using a 8.5% discount rate for the bond component of the OBSA and using the Black & Scholes model to measure the value of the equity warrants at the acquisition date (with volatility assumptions between 33% to 35%).

		(Millions of euros)
Value of Publicis shares			990
Value of ORANEs			495
Value of OBSAs			642
Net deferred tax liability on the OBSA valuation adjustment			74
Acquisition expenses (net of tax)			56
Total			2,257

	Goodwill

		(Millions of euros)
Purchase price			2,257
– Bcom3 negative shareholder’s equity under French accounting standards			68
+ Fair value of identified assets and liabilities:
Restructuring expenses			141
Vacant property provisions			168
Retirement obligation provisions			45
Other items			64
– Allocated to plant and equipment			59
– Allocation to intangible assets			(578	)
– Effect of foreign exchange			(350	)
Gross goodwill at December 31, 2004			1,874

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	Allocation to Intangible Assets

		(Millions of euros)
Client relationships			309
Tradenames			387
Other			7
Allocation to intangible assets(1)			703
Deferred tax liabilities on the above			(125	)
Total allocation made at the end of 2003			578

(1)	As of 31 December 2004, taking account of the effect of changes in foreign exchange rates of 114 million euros, the gross value of intangible assets as allocated is 589 million euros.

2.3.	Other Changes in Scope of Consolidation

3.	Personnel Expenses and Headcount

	Remuneration of Supervisory Board and Management Board Members

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	Breakdown of Headcount

		December 31,				December 31,				December 31,
		2004				2003				2002
By geographical zone:
— France			3,795				3,700				3,810
— Other European countries			10,356				10,032				10,417
— North America			11,308				11,139				11,409
— Rest of world			10,925				10,295				10,045
Total			36,384				35,166				35,681
Breakdown By Function (in %):(1)
Commercial			22%
Creative			17%
Production and specialized activities			15%
Media and research			22%
Administration and Management			17%
Other			7%
Total			100%

(1)

The breakdown envisaged by rule 99-02, under which headcount is analyzed between “managers” (“cadres” in the French text), clerical staff and workers, does not appear to be relevant in the context of the sector of activity in which the Group operates and, also, as most of the Group’s operations are based outside France where the concept of a specific “manager” category does not generally exist. The Group thus preferred to analyze headcount by function.

4.	Other Operating Expenses

5.	Depreciation and Amortization Expense

		2004				2003				2002
		(Millions of euros)
Amortization expense on other intangible assets (excluding goodwill and intangibles arising on acquisition)			10				16				7
Depreciation of property and equipment			107				108				97
Depreciation and amortization on other intangible assets and property and equipment			117				124				104
Amortization of intangibles arising on acquisition			29				31				24
Impairment of intangibles arising on acquisition			123	(1)			—				—
Goodwill amortization			188	(2)			113				69
Total depreciation and amortization expense			457				268				197

(1)

In the context of reorganization of the Group, Publicis decided to refocus its activities on its top tradenames and to rapidly discontinue use of certain less attractive tradenames. The average useful life of client relationship intangibles was also reduced. In consequence, the Group recorded an impairment loss of 123 million euros, which mainly concerns Fallon, Frankel and Nelson. These impairment losses were calculated on the basis of reports prepared by independent experts.

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(2)

Including 88 million euros of exceptional goodwill amortization which mainly related to Triangle — U.K. (12 million euros), Casadevall & Pedreno — Spain (9), Publicis Peru (9), Winner & Associates — USA (6), Publicis Graphics — Lebanon (6), Publicis Salles Norton — Brazil (6), Publicis Basic Philippines (5), Wet Desert — Malaysia (4), Ariely — Israel (4). No other impairment loss in respect of a subsidiary exceeded 3 million euros.

6.	Net Financial Costs

		2004				2003				2002
		(Millions of euros)
Interest and other financial costs, net			(39	)			(53	)			(26	)
Foreign currency gains (losses), net			7				2				(5	)
Dividends received from non-consolidated companies			1				1				4
Provisions against treasury stock			—				—				(1	)
Financial expense on unwinding of discounts on long-term provisions			(8	)			(10	)			—
Total			(39	)			(60	)			(28	)

7.	Exceptional Items

		2004				2003				2002
		(Millions of euros)
Discontinuance of activities and other adjustments to structures			(1	)			(5	)			(7	)
Capital gains on redemption of the bond component of the OBSA and sale of the CLN			26				—				—
Other capital gains (losses) on disposal			(2	)			(2	)			4
Exceptional items			23				(7	)			(3	)

8.	Income Taxes

	Analysis of Income Tax Expense

		2004				2003				2002
		(Millions of euros)
Current tax expense			(145	)			(164	)			(145	)
Deferred tax expense — excluding exceptional items			11				(8	)			13
Income taxes			(134	)			(172	)			(132	)
Net change in deferred taxes related to capital gains on redemption of the bond component of the OBSA and the sale of the CLN			130				—				—
Total income tax expense (including net change in deferred taxes related to capital gains on disposal)			(4	)			(172	)			(132	)

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		December 31,				December 31,				December 31,
		2004(1)				2003				2003
		(Millions of euros)
Income of consolidated companies before taxes and goodwill amortization			422				455				374
Exceptional capital gain on redemption of the bond component of the OBSA and sale of the CLN(1)			(26	)
Income of consolidated companies before taxes, goodwill amortization and OBSA/ CLN capital gain			396
French tax rate			34.33	%			34.33	%			34.33	%
Expected tax expense:			(137	)			(156	)			(128	)
Effect of:
— Differences in income tax rates			(4	)			(8	)			(2	)
— Use of prior tax losses and recognition of deferred tax assets in respect of prior year losses			35				8				28
— Losses in year for which no deferred tax asset was recognized and provisions against deferred tax assets			(12	)			(31	)			(17	)
— Permanent differences			(16	)			15				(13	)
Income taxes per the income statement:(1)			(134	)			(172	)			(132	)
Effective tax rate			33.8	%			37.8	%			35.3	%

(1)

In 2004, the transactions involving the redemption of the bond component of the OBSA and the sale of the CLN led to recognition of an exceptional gain of 26 million euros together with a net change in deferred taxes of 130 million euros. These transactions were excluded from the calculation of the effective tax rate in order to enable comparison with prior financial years. If exceptional items are not excluded the effective tax rate in 2004 was 0.9%.

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	Deferred Taxes Recognized in the Balance Sheet

		December 31,				December 31,				December 31,
		2004				2003				2002
		(Millions of euros)
Other receivables:
— Short-term portion			76				125				155
— Long-term portion			295				271				274
Total deferred tax assets			371				396				429
Provisions for contingencies and charges:
— Short-term portion			(14	)			(13	)			(14	)
— Long-term portion			(170	)			(223	)			(233	)
Total deferred tax liabilities			(184	)			(236	)			(247	)
Deferred tax assets, net			187				160				182

	Sources of Deferred Taxes

		December 31,				December 31,				December 31,
		2004				2003				2002
		(Millions of euros)
Deferred tax assets arising from temporary differences			357				392				425
Deferred tax assets arising from loss carryforwards			14				4				4
Total deferred tax assets			371				396				429
Deferred tax liabilities arising from temporary differences			(27	)			(28	)			(5	)
Deferred tax liabilities attributable to restatement of assets and liabilities at fair value on acquisitions			(157	)			(208	)			(242	)
Total deferred tax liabilities			(184	)			(236	)			(247	)
Deferred tax assets, net			187				160				182

9.	Investments Accounted for by the Equity Method

		Balance sheet
		value
		(Millions of
		euros)
Total at December 31, 2003			30
New acquisitions			1
Disposals			(2	)
Group share of earnings in 2004			6
Dividends paid in 2004			(7	)
Effect of foreign currency and other			(11	)
Total at December 31, 2004			17

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10.	Earnings Per Share and Diluted Earnings Per Share

						North				Rest of the
		Europe				America				World				Total
		(Millions of euros)
Net value 2002			784				1,780				464				3,028
Net value 2003			893				1,218				485				2,596
2004 financial year:
Gross goodwill at January 1, 2004			1,059				1,312				522				2,893
Acquisitions in 2004 and effects of foreign currency fluctuations			(15	)			101				(56	)			30
Total gross value			1,044				1,413				466				2,923
Cumulative amortization			(290	)			(115	)			(48	)			(453	)
Net value 2004			754				1,298				418				2,470

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	Changes in Goodwill and Other Intangible Assets, Gross

		Gross Value
						Tradenames and				Software and
		Goodwill				Client Relationships				Other				Total
		(Millions of euros)
December 31, 2002			3,244				847				122				4,213
Reclassifications			(213	)			213				—				—
Additions			269				—				17				286
Disposals			(8	)			(4	)			(30	)			(42	)
Translation and other			(399	)			(106	)			(9	)			(514	)
December 31, 2003			2,893				950				100				3,943
Additions			99				3				28				130
Disposals			(30	)			(5	)			(10	)			(45	)
Translation and other			(39	)			(41	)			(19	)			(99	)
December 31, 2004			2,923				907				99				3,929

	Changes in Accumulated Amortization of Goodwill and Other Intangible Assets

		Accumulated Amortization
						Tradenames and
		Goodwill				Client Relationships				Software and Other				Total
		(Millions of euros)
December 31, 2002			216				15				75				306
Increases			113				31				16				160
Decreases			(3	)			(2	)			(16	)			(21	)
Translation and other			(29	)			22				(7	)			(14	)
December 31, 2003			297				66				68				431
Increases(1)			188				152				10				350
Decreases			(8	)			(1	)			(8	)			(17	)
Translation and other			(24	)			(14	)			(7	)			(45	)
December 31, 2004			453				203				63				719

(1)	Including 88 million euros of impairment losses in respect of goodwill and 123 million euros of impairment losses in respect of tradenames and client relationships (see note 5 – Depreciation and Amortization).

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12.	Property and Equipment, Net

	Changes in Gross Value of Property and Equipment

		Gross Value
		Land and
		Buildings				Other				Total
		(Millions of euros)
December 31, 2002			196				1,134				1,130
Changes to scope of consolidation			—				2				2
Additions			—				103				103
Disposals and write offs			(1	)			(149	)			(150	)
Translation and other			(37	)			(52	)			(89	)
December 31, 2003			158				1,038				1,196
Changes to scope of consolidation			—				4				4
Additions			—				94				94
Disposals and write offs			(4	)			(130	)			(134	)
Translation and other			(12	)			(103	)			(115	)
December 31, 2004			142				903				1,045

	Land and Buildings

	Other Property and Equipment

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	Assets Under Capital Leases

	Changes in Accumulated Depreciation of Property and Equipment

		Accumulated Depreciation
		Land and
		Buildings				Other				Total
		(Millions of euros)
December 31, 2002			21				710				731
Changes to scope of consolidation			—				2				2
Increases			7				101				108
Decreases			(1	)			(73	)			(74	)
Translation and other			(15	)			(19	)			(34	)
December 31, 2003			12				721				733
Changes to scope of consolidation			—				2				2
Increases			3				104				107
Decreases			(1	)			(129	)			(130	)
Translation and other			(8	)			(98	)			(106	)
December 31, 2004			6				600				606

13.	Investments and Other Financial Assets, Net

		December 31,				December 31,				December 31,
		2004				2003				2002
		(Millions of euros)
Investments in non-consolidated companies			28				29				32
Loans and advances to equity accounted and non- consolidated companies			27				21				31
CLN			—				392				—
Other financial assets, gross			70				58				52
Gross value			125				500				115
Provisions on investments and other financial assets			(19	)			(19	)			(17	)
Net value			106				481				98

	Credit Linked Notes

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	•	In the opening balance sheet at January 1, 2004, a provision of 5 million euros against the Italian state treasury bills, previously recorded in the balance sheet of the company that issued the CLN, was recognized through consolidated shareholders’ equity (having an after tax effect of (3) million euros on consolidated shareholders’ equity);
	•	Remuneration of the CLN is limited to interest earned on the Italian state treasury bills. The effect of the resulting adjustment on opening shareholders’ equity is (3) after tax;
	•	Under French GAAP, the Asset Swap and the Credit Default Swap are not recognized in the balance sheet but, rather, are included in off-balance sheet commitments.

		%				Gross				Net				Market
		Ownership				Value				Value				Value
		(Millions of euros)
Interpublic Group (IPG)			1.3				15				15				52
Other			—				13				13				—
Total							28				28

		2003
		(Millions of dollars)
Revenue			5,863
Net income			(452	)
Shareholders’ equity at December 31			2,606

14.	Inventory and Costs Billable to Clients

		December 31,				December 31,				December 31,
		2004				2003				2002
		(Millions of euros)
Gross book value			439				418				298
Provisions against inventories			(2	)			(2	)			(3	)
Net book value			437				416				295

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15.	Accounts Receivable

		December 31,				December 31,				December 31,
		2004				2003				2002
		(Millions of euros)
Trade accounts receivable			3,323				3,315				3,716
Notes receivable			11				11				15
Gross value			3,334				3,326				3,731
Allowance for doubtful accounts			(52	)			(63	)			(68	)
Net book value			3,282				3,263				3,663

16.	Other Receivables

			December 31,				December 31,				December 31,
			2004				2003				2002
			(Millions of euros)
Taxes receivable				155				224				107
Receivables on transactions performed as an agent				86				129				79
Advances to suppliers				31				44				45
Other receivables				112				207				200
Prepaid expenses and other				81				94				95
Gross book value				465				698				526
Provision				(3	)			(8	)			(4	)
Net book value (excluding deferred tax assets)				462				690				522
	Deferred tax assets, net			371				396				429
Net book value (including deferred tax assets)				833				1,086				951

17.	OCEANE Redemption Premium

18.	Marketable Securities

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19.	Shareholders’ Equity

	Changes in Composition of the Treasury Stock Portfolio Held in the Context of Stock Buyback Programs

						Amount Deducted
		Number of				from Shareholders’
		Shares				Equity
		(Millions of euros
		except for number of shares)
Treasury stock held at December 31, 2003			13,012,389				323
Purchases in 2004 at an average price of 25.58 €			20,000				1
Stock options exercised			(16,546	)			(1	)
Treasury stock held at December 31, 2004			13,015,843				323

	Effect of Reclassification of Equity Warrants into Shareholders’ Equity

Fair value at date of acquisition			197
Amortization over 20 years, cumulative amount at September 17, 2004			(17	)
Deferred tax asset			(62	)
Net amount reclassified			118

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20.	Minority Interest

		Retained Earnings
		(Millions of euros)
December 31, 2002			100
Effect of acquisitions			(38	)
Dividends paid by subsidiaries to minority shareholders			(20	)
Consolidated net income for the period, minority interest			24
Translation adjustment and other			(11	)
December 31, 2003			55
Effect of acquisitions			(11	)
Dividends paid by subsidiaries to minority shareholders			(23	)
Consolidated net income for the period, minority interest			26
Translation adjustment and other			(1	)
December 31, 2004			46

21.	ORANEs

22.	Provisions for Contingencies and Charges

														Pensions and
														Other Post-				Deferred				Litigation
						Vacant								Employment				Tax				and
		Restructuring				Property				Sub-Total				Benefits				Liabilities				Claims				Other				Total
		(Millions of euros)
December 31, 2002			257				284				541				234				247				35				112				1,169
Updating of Bcom3 provisions(1)			(38	)			41				3												20								23
Increases			5								5				43				26				7				36				117
Reversals			(111	)			(50	)			(161	)			(23	)			(22	)			(5	)			(30	)			(241	)
Translation and other			(11	)			(43	)			(54	)			(7	)			(15	)			(3	)			31				(48	)
December 31, 2003			102				232				334				247				236				54				149				1,020
Increases			12				9				21				63				21				4				22				131
Reversals			(55	)			(47	)			(102	)			(58	)			(156	)			(4	)			(35	)			(355	)
Translation and other			(3	)			(18	)			(21	)			(10	)			83				(8	)			(13	)			31
December 31, 2004			56				176				232				242				184				46				123				827

(1)	Adjustments made to provisions in the year following the acquisition of Bcom3 did not affect the income statement, but rather adjusted the original goodwill balance.

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	Deferred Tax Liabilities

	Restructuring Provisions and Property Provisions

These provisions are based on estimated closing or restructuring costs for certain activities as a result of plans announced publicly but not yet carried out at year-end 2003 (principally severance pay). The plans, detailed by project and nature, were approved by General Management before being announced. The plans are monitored centrally in order to ensure that the provision is applied to costs incurred and in order to justify the remaining balance on the basis of outstanding costs to be incurred. Modifications made, up to the end of 2003, to the provisions set up after the Bcom3 acquisition were adjusted against the related goodwill.

	•	Vacant Property Provisions

These are principally comprised of provisions related to the acquisition of Bcom3, for an amount of 154 million euros at December 31, 2004, and of provisions related to Saatchi & Saatchi. These provisions relate mainly to New York City for a total amount of 98 million euros including 48 million euros for the rental contract related to the property at 375 Hudson Street in New York City. Valuations have been carried out by independent experts.

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		December 31, 2004												December 31, 2003
										Post-												Post-
						Pension				Employment								Pension				Employment
		Total				Plans				Health Cover				Total				Plans				Health Cover
		(Millions of euros)
Present value of funded obligations			287				287				—				268				268				—
Fair value of plan assets			(218	)			(218	)			—				(195	)			(195	)			—
Excess of present value of funded obligations over the fair value of plan assets			69				69				—				73				73				—
Present value of unfunded obligations			99				61				38				98				61				37
Present value of funded and unfunded obligations (net of plan assets)			168				130				38				171				134				37
Unrecognized actuarial gains (losses)(1)			(13	)			(12	)			(1	)			(22	)			(18	)			(4	)
Balance sheet liability related to defined benefit plans			155				118				37				149				116				33
Balance sheet liability related to defined contribution plans			87				87				—				98				98				—
Total balance sheet liabilities			242				205				37				247				214				33

(1)	Actuarial gains and losses are recognized in accordance with the accounting policy presented in note 1.2. At January 1, 2004, in application of recommendation R 03-01 of the French National Accounting Committee (CNC), accumulated actuarial gains and losses were recognized in shareholders equity.

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		December 31, 2004								December 31, 2003
		Defined Benefit				Post-Employment				Defined Benefit				Post-Employment
		Pension Plans				Health Cover				Pension Plans				Health Cover
		(Millions of euros)
Cost of services rendered in the year			15				1				16				1
Financial cost related to the unwinding of discounting of provisions for pensions and other post-employment benefits			20				2				19				2
Expected return on plan assets			(17	)			—				(14	)			—
Actuarial gains (losses) recognized for the year			—				—				1				—
Past service cost			—				—				—				—
Gains (losses) on curtailment			—				—				—				—
Total contribution to personnel expenses			18				3				22				3
Actual return on plan assets			(18	)			—				(26	)			—

		December 31, 2004				December 31, 2003
Discount rate at December 31			5.75%				6%
Expected rate of return on plan assets at December 31			8%				8%
Future salary increases			3.75%				3.75%
Future pension increases			2.5%				2.25%
Annual increase in			8.75% initially				11.75% initially
healthcare expenses			5% subsequently				5% subsequently

		Defined Benefit				Post-Employment
		Pension Plans				Health Cover
		(Millions of euros)
Present value of funded and unfunded obligations (net of plan assets) at start of year			134				37
Expense recognized in the income statement			18				3
Actuarial gains/losses			12				1
Contributions paid			(28	)			(2	)
Foreign currency translation			(6	)			(1	)
Present value of funded and unfunded obligations (net of plan assets) at end of year			130				38

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Shares			64.5%
Bonds			31.0%
Property			2.5%
Other			2.0%
Total			100%

23.	Bonds, Bank Borrowings and Overdrafts

	•	Redemption of the bond component of the OBSA, a 20-year bond issued in September 2002;
	•	Sale of the CLN, subscribed in 2003 in the context of liquidity enhancing transactions relating to the bond component of the OBSA.

				December 31
Number of
Securities				2004				2003				2002
				(Millions of euros)
		Bonds (excluding accrued interest) issued by Publicis
		Groupe S.A.:
750		Bond convertible into IPG shares — 2% — January 2007(1)			7				200				200
17,624,521		OCEANE 2.75% — January 2018			690				690				690
—		OCEANE — January 2018 — redemption premium			239				239				239
23,172,413		OCEANE 0.75% — July 2008			672				672				—
—		OBSA — 2.75% — September 2022 — bond component(2)			—				463				449
—		OBSA — equity warrants with an exercise price of € 30.50(2)			—				187				197
		Other borrowings:
		Accrued interest			12				16				13
		Other short-term lines of credit			29				124				303
		Bank overdrafts			172				451				490
		Obligations under capital leases			139				146				181
		Total			1,960				3,188				2,762

(1)	The majority of the holders of the bond convertible into Interpublic Group (IPG) shares exercised their right to early reimbursement in cash on March 1, 2004 for an amount of 193 million euros out of a total of 200 million euros.
(2)	Following the redemption of the bond component of the OBSA, described above, the equity warrants previously attached to the OBSA were reclassified into shareholders’ equity at December 31, 2004.

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		December 31				December 31				December 31
		2004				2003				2002
		(Millions of euros)
Bonds, bank borrowings and overdrafts, gross			1,960				3,188				2,762
CLN, including interest (included in other financial assets, net)(1)			—				(392	)			—
OCEANE redemption premium			(202	)			(215	)			(227	)
Marketable securities			(67	)			(196	)			(342	)
Cash			(1,128	)			(1,219	)			(863	)
Net financial indebtedness			563				1,166				1,330

(1)	The CLN, subscribed in 2003, were all sold in September 2004.

	Analysis by Date of Maturity

		December 31,				December 31,				December 31,
		2004				2003				2002
		(Millions of euros)
Due in less than one year			220				735				751
Due in one to five years			672				751				93
Due in more than five years			1,068				1,702				1,918
Total			1,960				3,188				2,762

	Analysis by Currency

		December 31,				December 31,				December 31,
		2004				2003				2002
		(Millions of euros)
Euros			1,715				2,638				1,883
U.S. dollars			135				387				699
Other currencies			110				163				180
Total			1,960				3,188				2,762

	Analysis by Interest Rate Category

24.	Accounts Payable

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25.	Accrued Expenses and Other Liabilities

		December 31,				December 31,				December 31,
		2004				2003				2002
		(Millions of euros)
Income taxes payable			206				276				139
Payables on transactions performed as an agent (media space purchases)			306				188				117
Liabilities related to purchase of investments			94				112				101
Advances received			267				236				202
Other payables(1)			793				870				915
Deferred revenue and other liabilities			152				125				140
Total			1,818				1,807				1,614

(1)		These include payables related to personnel, payroll taxes, taxes (other than income tax) and to suppliers of fixed assets. They also include advances from companies that are neither consolidated nor accounted for by the equity method
		The majority of accrued expenses and other liabilities at December 31, 2004 are payable within one year.

26.	Off-balance Sheet Commitments

						Falling Due
						Less Than				One to Five				More than
Contractual Commitments		Total				One Year				Years				Five Years
		(Millions of euros)
Commitments given
Operating lease commitments			1,375				237				816				322
Commitments and options to purchase minority interests			79				37				40				2
Commitments to sell investments			8				8				—				—
Guarantees(1)			272				209				35				28
Total			1,734				491				891				352

	Commitments and Options to Purchase Minority Interests

	Guarantees

	•	a guarantee given to a bank in an amount of 88 million euros, as owner of a 45% shareholding in a company called iSe (International Sports & Entertainment AG), which is committed to paying a total of 176 million euros in January 2005, for the acquisition of a license from FIFA;
	•	guarantees given to various banks in an amount of 113 million euros in respect of future media space buying transactions on behalf of the Group’s clients;

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	•	guarantees of payment of property taxes and charges relating to the Leo Burnett building in Chicago, for a total amount of 71 million euros over the period up to 2012.

						Following Due
						Less Than				One to Five				More Than
Other Commercial Commitments		Total				One Year				Years				Five Years
		(Millions of euros)
Commitments received
Unutilized credit lines(1)			1,476				1,476				—				—
Commitments given
Other commercial commitments			—				—				—				—
Total			1,476				1,476				—				—

(1)	See note 1.2 — Liquidity risk

	Commitments Related to Bonds and to ORANEs

	•	Bond convertible into Interpublic Group (IPG) shares — 2% January 2007

	The terms of this bond provide, since June 30, 2003, the option for bearers to request the exchange of their bonds for a number of shares of Interpublic Group representing a premium of 30% over the reference price (being a conversion price of 36.74 USD), on the basis of 244.3 shares per bond.
	However, following the exercise of the “put option” in February 2004, only 750 convertible bonds remain in circulation at December 31, 2004. Publicis could thus be required, in case of a request for exchange, to deliver a maximum of 183,223 Interpublic Group shares in redemption of the bond.

	•	OCEANE 2018 — 2.75% actuarial January 2018

	With respect to the OCEANEs, bondholders may request that bonds be converted, at the rate of one share for each bond (which bonds had a unit value of 39.15 euros on issue), at any time after January 18, 2002 until the seventh business day before the maturity date (January 2018). Publicis therefore has a commitment to deliver, if requests for conversion are made, 17,624,521 shares which may, at Publicis’ discretion, be either new shares to be issued or existing shares held in its portfolio.
	In addition, the bondholders have the possibility of requesting early redemption in cash, of all or part of the bonds they own, on January 18 in 2006, 2010, and 2014. The early redemption price is calculated in such a way as to provide a gross annual actuarial yield on the bond of 2.75% at the date of redemption.

	•	OCEANE 2008 — 0.75% July 2008

With respect to the OCEANEs, the bondholders may request that bonds be converted, at the rate of one share for each bond (with a value of 29 euros on issue), at any time after August 26, 2003 until the seventh business day before the maturity date (July 2008). Publicis therefore has a commitment to deliver 23,172,413 shares which may, at Publicis’ discretion, be either new shares to be issued or existing shares held in its portfolio.

	•	ORANEs — Bonds redeemable in new or existing shares — September 2022

Each ORANE gives a right to receive 18 new or existing Publicis shares, at the rate of one bond per year, over the period from September 1, 2005 until the twentieth anniversary of issuance of the bond (2022). Publicis therefore has the obligation to deliver 1,562,500 shares each year from 2005 to 2022, being a total of 28,125,000 shares, which may, at Publicis’ discretion, be either new shares to be issued or existing shares held in its portfolio.

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	Equity Warrants

27.	Segment Information

	Information by geographic region

						North
		Europe				America				Rest of the World				Total
		(Millions of euros)
2004
Revenues			1,579				1,633				613				3,825
Operating income before depreciation and amortization			301				318				88				707
Operating income before amortization of intangibles on acquisition			224				297				69				590
Operating income			212				161				65				438
Group’s share of net income after tax*			235				126				37				398
Goodwill, intangibles and property and equipment, net			1,153				1,934				562				3,649
2003
Revenues			1,543				1,737				583				3,863
Operating income before depreciation and amortization			243				361				73				677
Operating income before amortization of intangibles on acquisition			188				305				60				553
Operating income			180				285				57				522
Group’s share of net income after tax*			44				189				30				263
Goodwill, intangibles and property and equipment, net			1,358				1,954				663				3,975
2002
Revenues			1,243				1,295				388				2,926
Operating income before depreciation and amortization			225				261				47				533
Operating income before amortization of intangibles on acquisition			183				213				33				429
Operating income			180				192				33				405
Group’s share of net income after tax*			74				132				10				216
Goodwill, intangibles and property and equipment, net			1,073				2,904				528				4,505

*	Before goodwill amortization

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28.	Publicis Groupe S.A. Stock Option Plans

A.	Stock option plans originated by Publicis

										Number
										of Options
										Remaining
										to be																Outstanding
										Exercised at				Options				Options				Options				Options at				Exercise
										December 31,				Granted in				Exercised				Lapsed in				December 31,				Price				Expiry
€ 0.40 Par Value Shares		Option Type				Grant Date				2003				2004				in 2004				2004				2004				(euros)				Date
Fourth tranche			Subscription				22/03/1994				28,760												28,760				0				6.37				2004
Fifth tranche			Subscription				30/03/1995				45,290								11,070								34,220				6.63				2005
Sixth tranche			Subscription				26/04/1996				51,670								24,250								27,420				4.91				2006
Seventh tranche			Subscription				20/03/1997				39,360								14,560								24,800				5.63				2007
Eighth tranche			Subscription				11/03/1998				58,500																58,500				8.66				2008
Ninth tranche			Subscription				4/11/1998				301,500								5,000								296,500				10.24				2008
Tenth tranche			Purchase				7/09/2000				100,000																100,000				43.55				2010
Eleventh tranche			Purchase				23/04/2001				380,000																380,000				33.18				2011
Twelfth tranche			Purchase				26/11/2001				2,943,135												2,943,135				—				29.79
Thirteenth tranche			Purchase				18/01/2002				104,600																104,600				29.79				2012
Fourteenth tranche			Purchase				10/06/2002				5,000																5,000				32.43				2012
Fifteenth tranche			Purchase				8/07/2002				220,000																220,000				29.79				2012
Sixteenth tranche			Purchase				28/08/2003				517,067																517,067				24.82				2013
Seventeenth tranche			Purchase				28/08/2003				9,498,000												1,484,000				8,014,000				24.82				2013	(1)
Eighteenth tranche			Purchase				28/09/2004								11,000												11,000				24.82				2014
Nineteenth tranche			Purchase				28/09/2004								1,959,086												1,959,086				24.82				2014	(1)
Total											14,292,882				1,970,086				54,880				4,455,895				11,752,193

(1)	Conditional options the exercise of which is subject to meeting objectives over the course of a 3-year plan.

B.	Stock option plans originally put in place by Saatchi & Saatchi

Outstanding		Exercised During								Outstanding at
at December 31, 2003		2004				Lapsed in 2004				December 31, 2004
43,545			37,928				5,617				0

C.	Stock option plans originally put in place by Nelson

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										Outstanding
Outstanding		Exercised During								at December 31,
at December 31, 2003		2004				Lapsed in 2004				2004
137,034			16,546				12,620				107,868	(1)

(1)	The latest exercise date for these options ranges between 2008 and 2009

29.	Subsequent Events

30.	List of Principal Consolidated Companies at December 31, 2004

Name of Company		Control %				Country		City
Publicis Conseil			99.61			France		Paris
Publicis Koufra			98.84			France		Strasbourg
Publicis Cachemire			70.17			France		Lyon Bordeaux, Brest, Rennes,
Publicis Atlantique			99.87			France		Nantes
Publicis Meetings(c)			95.00			France		Paris
Publicis Events(b)			100.00			France		Paris
Paname Communication			99.79			France		Paris
Guillaume Tell			95.01			France		Paris
Publicis Dialog			100.00			France		Paris
ECA 2			99.94			France		Neuilly-sur-Seine
Médiasystem			99.96			France		Paris
Publicis Consultants			100.00			France		Paris
Carré Noir			100.00			France		Paris
Saatchi & Saatchi France			100.00			France		Paris
Leo Burnett France			100.00			France		Paris
Mundocom			99.93			France		Paris
Medicus Paris			100.00			France		Paris

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Name of Company		Control %				Country		City
Starcom Worldwide(a)			100.00			France		Paris
ZenithOptimedia France			100.00			France		Paris
Medias et Regies Europe			100.00			France		Paris
Le Monde Publicité			49.00			France		Paris
Espaces Libération			49.00			France		Paris
Metrobus			100.00			France		Paris
Mediavision			66.63			France		Paris
Régie I			50.00			France		Paris
Drugstore Champs-Elysées			100.00			France		Paris
Publicis Johannesburg			100.00			South Africa		Johannesburg
Publicis Germany			100.00			Germany		Frankfurt, Berlin, Hamburg
BMZ			100.00			Germany		Düsseldorf
Publicis Kommunikationsagentur			100.00			Germany		Erlangen, Munich
Saatchi & Saatchi Germany			100.00			Germany		Frankfurt
Leo Burnett Germany(a)			100.00			Germany		Frankfurt
Starcom Frankfurt			100.00			Germany		Frankfurt
Zenith More Media			90.50			Germany		Düsseldorf, Frankfurt, Hamburg, Munich
Optimedia Germany			100.00			Germany		Düsseldorf, Frankfurt
Publicis Communication			100.00			Australia		Brisbane, Melbourne, Sydney
Optimedia Australia			100.00			Australia		Brisbane, Melbourne
Saatchi & Saatchi Communication (a)			100.00			Australia		Sydney
Leo Burnett			100.00			Australia		Sydney
Starcom Worldwide Australia			100.00			Australia		Sydney
Publicis Austria			100.00			Austria		Vienna
Saatchi & Saatchi Austria			100.00			Austria		Vienna
Publicis Belgium			100.00			Belgium		Brussels
Saatchi & Saatchi Belgium			100.00			Belgium		Brussels
Leo Burnett Brussels			100.00			Belgium		Brussels
Publicis Salles Norton			100.00			Brazil		São Paulo, Brasilia, Porto Allegre, Rio de Janeiro
Finance Nazca Publicidade Brazil			100.00			Brazil		São Paulo
Leo Burnett Publicidade			100.00			Brazil		São Paulo
Publicis Canada			70.00			Canada		Montreal, Toronto
Saatchi & Saatchi Canada			100.00			Canada		Toronto
Leo Burnett Company			100.00			Canada		Toronto
Bensimon Byrne			100.00			Canada		Toronto
MediaVest Toronto			100.00			Canada		Toronto
Starcom Toronto			100.00			Canada		Toronto
Zenith Optimedia Canada			100.00			Canada		Montreal, Toronto
Saatchi & Saatchi Great Wall Advertising Co.			51.00			China		Beijing
Leo Burnett China			100.00			China		Hong Kong

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Name of Company		Control %				Country		City
Leo Burnett Shanghai Advertising Co.			70.00			China		Shanghai
Publicis Ad Link			66.00			China		Beijing, Hong Kong, Shanghai, Guangzhou
Publicis Welcomm			60.00			Korea		Seoul
Leo Burnett Korea			100.00			Korea		Seoul
Publicis Denmark			85.00			Denmark		Copenhagen
Saatchi & Saatchi Denmark			75.00			Denmark		Copenhagen
Publicis Spain			100.00			Spain		Madrid, Barcelona, Seville, Valencia, Alicante
Publicis Casadevall y Pedreño			100.00			Spain		Barcelona, Madrid
Saatchi & Saatchi Spain			100.00			Spain		Madrid
Vitruvio-Leo Burnett			100.00			Spain		Madrid
Grupo K/ Arc			100.00			Spain		Madrid
Starcom Worldwide Media Estrategia			74.00			Spain		Madrid
Optimedia Spain			100.00			Spain		Madrid
Zenith Media Spain			100.00			Spain		Madrid
Publicis USA			100.00			U.S.		New York, Dallas, Seattle, Indianapolis
Publicis & Hal Riney			100.00			U.S.		San Francisco, Atlanta, New York,
Publicis Dialog			100.00			U.S.		Dallas, New York, Chicago, Salt Lake City, San Francisco, Boise
Winner & Associates			100.00			U.S.		Los Angeles
Johnston & Associates			80.00			U.S.		Washington
Bromley Communications			49.00			U.S.		Miami, Dallas, Los Angeles, New York, San Antonio
Saatchi & Saatchi North America			100.00			U.S.		New York
Saatchi & Saatchi Conill			100.00			U.S.		New York, Los Angeles, Miami
Thompson Murray(c)			100.00			U.S.		Fayetteville
Leo Burnett USA			100.00			U.S.		Chicago
Chemistri			100.00			U.S.		Troy
Chemistri Martin Group			70.00			U.S.		Troy
Arc Integrated Marketing			100.00			U.S.		Greenwich
Ileo			100.00			U.S.		Chicago
Semaphore Partners			100.00			U.S.		Columbia
Frankel			100.00			U.S.		Chicago
Fallon USA			100.00			U.S.		Minneapolis
Williams Labadie			100.00			U.S.		Chicago
Kaplan Thaler Group			100.00			U.S.		New York
Manning Selvage & Lee			100.00			U.S.		New York, Detroit, Los Angeles, San Antonio, Washington, Chicago, San Francisco, Atlanta, Boston
Masius USA			100.00			U.S.		New York

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Name of Company		Control %				Country		City
Rowland			100.00			U.S.		Rochester
CLT Meetings(c)			100.00			U.S.		Miami
Burrell Communications						U.S.		Chicago
Lápiz			100.00			U.S.		Chicago
Vigilante			100.00			U.S.		New York
Capps Digital			100.00			U.S.		Chicago
Nelson Communications,			100.00			U.S.		New York, Princeton
New World Health			100.00			U.S.		New York
Medicus Group International			100.00			U.S.		Atlanta, Boston, Chicago, Detroit, Los Angeles, New York, San Antonio, San Francisco, Washington
Medicus Discovery East			100.00			U.S.		Stamford
Saatchi & Saatchi Healthcare Com(a)			100.00			U.S.		New York
Publicis Selling Solutions			100.00			U.S.		Lawrenceville
Arista Marketing Assoc			100.00			U.S.		New York
Science Oriented Solutions			100.00			U.S.		New York
Starcom USA			100.00			U.S.		Chicago, San Francisco, Los Angeles, Miami
Starlink Services			100.00			U.S.		Chicago
Planworks			100.00			U.S.		Chicago
MediaVest Worldwide			100.00			U.S.		New York, California, Chicago
SMG Directory Marketing			100.00			U.S.		Troy
Relay St Louis			100.00			U.S.		Saint Louis
Optimedia USA			100.00			U.S.		New York
Zenith Media USA			100.00			U.S.		New York
Publicis Finland			100.00			Finland		Helsinki
Publicis Hellas			100.00			Greece		Athens
Leo Burnett Greece			100.00			Greece		Athens
Publicis Hungary			100.00			Hungary		Budapest
Saatchi & Saatchi Hungary			100.00			Hungary		Budapest
Publicis Ambience Advertising			94.00			India		Bombay
Leo Burnett Bombay			85.00			India		Bombay
Publicis Ariely			75.00			Israel		Tel Aviv
Publicis Italy			100.00			Italy		Milan, Rome
Saatchi & Saatchi Italy			100.00			Italy		Rome, Milan
Leo Burnett Italy			100.00			Italy		Milan
Adverbox			100.00			Italy		Milan
Starcom Italy			100.00			Italy		Milan
ZenithOptimedia Italy			100.00			Italy		Milan
MS&L Italy			100.00			Italy		Milan
Publicis Japan			100.00			Japan		Tokyo
Saatchi & Saatchi Japan			100.00			Japan		Tokyo

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Name of Company		Control %				Country		City
Beacon Communications			66.00			Japan		Tokyo
Medicus Tokyo			100.00			Japan		Tokyo
Starcom Japan			66.00			Japan		Tokyo
Publicis Graphics			60.00			Lebanon, Jordan, Bahrain, Egypt, UAE, Saudi Arabia, Kuwait, Turkey		Beirut, Amman, Bahrain, Cairo, Dubai, Jeddah, Riyadh, Kuwait, Istanbul
Publicis Wet Desert			70.00			Malaysia		Kuala Lumpur
Saatchi & Saatchi Malaysia			100.00			Malaysia		Petalung Jaya
Leo Burnett Advertising			100.00			Malaysia		Kuala Lumpur
Publicis Arredondo de Haro			68.66			Mexico		Mexico
Leo Burnett Mexico			100.00			Mexico		Mexico
Starcom Worldwide			100.00			Mexico		Mexico
LB Oslo Gruppen			100.00			Norway		Oslo
Publicis Mojo			100.00			New Zealand		Auckland
Saatchi & Saatchi New Zealand			100.00			New Zealand		Wellington
Publicis Amsterdam			100.00			Netherlands		Amsterdam
Leo Burnett Netherlands			100.00			Netherlands		Amsterdam
Saatchi & Saatchi Netherlands			100.00			Netherlands		Amsterdam
ZenithOptimedia Netherlands			100.00			Netherlands		Amsterdam
JC Decaux Netherlands			50.00			Netherlands		Amsterdam
Publicis Pologne			85.00			Poland		Warsaw
Leo Burnett Warsaw			100.00			Poland		Warsaw
Publicis Portugal			100.00			Portugal		Lisbon
BMZ/ Park			72.09			Portugal		Lisbon
LB Lisbon			100.00			Portugal		Lisbon
Leo Burnett Prague			100.00			Czech Republic		Prague
Publicis U.K.			100.00			U.K.		London
Mundocom Comma			100.00			U.K.		London
Saatchi & Saatchi U.K.			100.00			U.K.		London
The Facilities Group			70.00			U.K.		London
Leo Burnett			100.00			U.K.		London
Arc Integrated Marketing(a)			100.00			U.K.		London
Fallon U.K.			100.00			U.K.		London
The Triangle Group			100.00			U.K.		London
Masius U.K.			100.00			U.K.		London
MS&L U.K.			100.00			U.K.		London
The Medicus Group			100.00			U.K.		London
Starcom Media Vest			100.00			U.K.		London
Zenith Optimedia U.K.			100.00			U.K.		London
Leo Burnett Moscow			100.00			Russia		Moscow
Publicis United(c)			60.00			Russia		Moscow
Starcom Russia			99.00			Russia		Moscow

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Name of Company		Control %				Country		City
Mother Tongue			99.00			Russia		Moscow
Publicis Eurêka			60.00			Singapore		Singapore
Saatchi & Saatchi Singapore			100.00			Singapore		Singapore
Leo Burnett Singapore			100.00			Singapore		Singapore
LB Stockholm Annonsbyra			100.00			Sweden		Stockholm
JKL Stockholm			100.00			Sweden		Stockholm
Starcom Sweden(d)			91.03			Sweden		Stockholm
Publicis Zürich			100.00			Switzerland		Zurich
Fischmeier			80.00			Switzerland		Adliswil
Publicis Taiwan			100.00			Taiwan		Taipei
Saatchi & Saatchi Taiwan			100.00			Taiwan		Taipei
Leo Burnett Taiwan			100.00			Taiwan		Taipei
Star Reachers Group			100.00			Thailand		Bangkok
Publicis Thailand			100.00			Thailand		Bangkok
Saatchi & Saatchi Thailand			100.00			Thailand		Bangkok
LB Istanbul Markom			100.00			Turkey		Istanbul
Leo Burnett United Arab Emirates(a)			100.00			UAE		Dubai
Starcom United Arab Emirates			100.00			UAE		Dubai
Leo Burnett Venezuela			100.00			Venezuela		Caracas
Saatchi & Saatchi Vietnam			100.00			Vietnam		Ho Chi Minh City

	2) Companies Accounted for by the Equity Method

Name of Company		Control %				Country		City
Bartle Bogle Hegarty (BBH)			49.00			U.K.		London
International Sports and Entertainment (iSe)			45.00			Switzerland		Zurich

	1/Starcom Worldwide (ex Mediavest Paris)
	2/Leo Burnett Germany (ex Michael Conrad & Leo Burnett GMBH)
	3/Saatchi & Saatchi Communications (ex Saatchi & Saatchi Advertising)
	4/Saatchi & Saatchi Healthcare Com. (ex Klemtner Advertising)
	5/Arc Integrated Marketing (ex Imp Marketing)
	6/Leo Burnett United Arab Emirates (ex Radius Leo Burnett Advertising)

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31.	Summary of differences between generally accepted accounting principles in France and the United States

	A.     Restructuring Costs

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G.	Accounting for the Business Combination with Saatchi & Saatchi

	•	Assets and liabilities are recorded at historical cost less accumulated depreciation at the combination date;
	•	The results of operations and cash flows are combined from the acquisition date to year-end;

	1)     Goodwill and Intangible Assets

	2)     Impairment of Goodwill

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	3)     Contingent Value Rights

	4)     Stock Compensation

	5)     Net Operating Loss Carry Forwards

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	H.     Accounting for Zenith Optimedia Group

I.	Accounting for Goodwill

J.	Accounting for Compensation Arrangements

K.	Valuation of Marketable Securities and Investments in Non-consolidated Entities

L.	Derivatives and Hedging

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M.	Accounting for Credit Linked Notes

N.	Goodwill and Intangible Assets

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O.	Out-of-pocket Costs

P.	Minimum Pension Liability

Q.	Net Operating Loss Carryforwards in Connection with Bcom3 Acquisition

R.	Recognition of Actuarial Gains and Losses on Pensions

S.	Exceptional items

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	Reconciliation of Net Income and Comprehensive Income to U.S. GAAP

						December 31,
						2004				2003				2002
		Ref.				€				€				€
						(In millions, except per
						share data)
Net income reported							210				150				147
Adjustments to conform to U.S. GAAP:
Restructuring charges			A				0				(129	)			(10	)
Accounting for convertible debt			B				0				(6	)			11
Interest on ORANEs			E				0				0				(3	)
Accounting for equity warrants			E				17				(10	)			0
Accounting for sale-leaseback transaction			F				3				(2	)			0
Compensation arrangements			J				0				(1	)			(5	)
Consolidation of variable-interest entity			M				(33	)			23				0
Pension			R				(2	)			0				0
Loss carryforward (Bcom3)			Q				(5	)			0				0
Reversal of amortization expense on goodwill			N				188				113				75
							378				138				215
Adjustments related to the business combination with Saatchi & Saatchi:
Depreciation and amortization expense on tangible assets, intangible assets and goodwill			G-1				(32	)			(33	)			(36	)
Goodwill impairment			G-2				0				0				0
Contingent value rights			G-3				0				0				(31	)
Stock compensation			G-4				0				(3	)			(5	)
Loss carryforwards			G-5				(17	)			(4	)			(12	)
Total adjustments related to Saatchi & Saatchi							(49	)			(40	)			(84	)
Net income (loss) as determined under U.S. GAAP before cumulative effect of accounting change and tax effect							329				98				131
Tax effect of all above adjustments							14				57				15
Cumulative effect of accounting change (SFAS 142), net of income taxes of € 63 million			N				0				0				(160	)
Net income (loss) as determined under U.S. GAAP							343				155				(14	)

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							December 31,
							2004				2003				2002
			Ref.				€				€				€
							(In millions, except per
							share data)
Earnings per share as determined under U.S. GAAP
Basic								1.88				0.85				(0.10	)
Diluted								1.36				0.78				(0.10	)
Weighted average common shares outstanding:
	Basic							182				183				146
	Diluted							251				240				171
Net income (loss) as determined under U.S. GAAP								343				155				(14	)
Other comprehensive income (loss), net of taxes
Unrealized gain/(loss) on available-for-sale securities				K				1				(15	)			(84	)
Foreign currency translation adjustment								(107	)			(502	)			(168	)
Minimum pension liability adjustment				P				(7	)			(23	)			0
Comprehensive loss								230				(385	)			(266	)

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		Period Ended December 31,
		2004				2003				2002
		(In millions of euros)
Revenues			3,825				3,863				2,969
Salaries and related expenses			(2,199	)			(2,284	)			(1,669	)
Office and general expenses			(924	)			(1,036	)			(790	)
Depreciation and amortization			(303	)			(196	)			(158	)
Operating income (loss)			399				347				352
Interest expense			(54	)			(116	)			(64	)
Interest income			13				51				35
Other income (expense), net			17				12				(22	)
Income (loss) before income taxes			375				294				301
Income taxes			(12	)			(119	)			(129	)
Income (loss) after income taxes			363				175				172
Equity in net income of non-consolidated companies			6				4				3
Minority interest			(26	)			(24	)			(29	)
Net income (loss) before cumulative effect of accounting changes			343				155				146
Cumulative effect of accounting change (SFAS 142), net of taxes of € 63 million			—				—				(160	)
Net income (loss)			343				155				(14	)

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	Reconciliation of shareholders’ equity to U.S. GAAP

						As of December 31,
		Ref				2004				2003				2002
						(In millions of euros)
Shareholders’ equity as reported in the consolidated balance sheet							881				726				1,501
Adjustments to conform to U.S. GAAP
Restructuring charges			A				(106	)			(170	)			(41	)
Accounting for convertible debt			B				0				0				6
Treasury shares			D				(9	)			0				0
Bcom3 business combinations fair value date of announcement under U.S. GAAP			E				1,334				1,499				880
Accounting for sale-leaseback transaction			F				28				23				0
Accounting for Zenith Optimedia Group			H				(77	)			(77	)			(86	)
Goodwill written-off to equity, gross			I				54				54				54
Accumulated amortization on goodwill written-off to equity			I				(10	)			(10	)			(10	)
Compensation arrangements			J				(15	)			(15	)			(14	)
Valuation of marketable securities			K				37				50				51
Consolidation of variable-interest entity			M				0				18				0
Reversal of amortization expense on goodwill			N				376				188				75
Intangibles impairment			N				(223	)			(223	)			(223	)
Loss carryforward			Q				(5	)			0				0
Unrecognized actuarial gains and losses			R				23				0				0
Minimum pension liability adjustment			P				(30	)			(23	)			0
							2,258				2,040				2,193
Adjustments related to the business combinations with Saatchi & Saatchi:
Saatchi & Saatchi business combinations recorded as a purchase under U.S. GAAP			G-1				2,088				2,120				2,330
Goodwill impairment			G-2				(570	)			(570	)			(570	)
Contingent value rights			G-3				49				49				49
Stock options — Saatchi & Saatchi			G-4				148				158				155
Loss carryforwards			G-5				(33	)			(16	)			(12	)
Total adjustments — Saatchi & Saatchi							1,682				1,741				1,952
Tax effect of above adjustments							(370	)			(378	)			(299	)
Shareholders’ equity as adjusted for U.S. GAAP							3,570				3,403				3,846

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		December 31,
		2004				2003				2002
		€				€				€
		(In millions)
Assets
Goodwill, net			5,315				5,214				5,422
Intangible assets, net			1,464				1,671				1,950
Property and equipment, net			511				542				699
Deferred income taxes			338				326				274
Investments and other financial assets, net			143				549				149
Investments accounted for by the equity method			17				30				33
Total non current assets, net			7,788				8,332				8,527
Inventory and costs billable to clients			437				416				295
Accounts receivable			3,282				3,263				3,663
Other receivables			462				690				522
Deferred income taxes			76				125				155
Marketable securities			58				196				342
Cash and cash equivalents			1,128				1,219				863
Current assets			5,443				5,909				5,840
Total assets			13,231				14,241				14,367
Liabilities and shareholders’ equity
Capital stock			78				78				78
Additional paid-in capital			4,752				4,760				4,767
Retained earnings (deficit)			(166	)			(462	)			(571	)
Treasury stock			(332	)			(323	)			(318	)
Accumulated other comprehensive income			(762	)			(650	)			(110	)
Shareholders’ equity			3,570				3,403				3,846
Current portion of long-term debt and capital lease obligations			105				284				261
Short-term borrowings and overdrafts			172				451				490
Accounts payable			3,694				3,590				3,832
Accrued expenses and other liabilities			1,818				1,807				1,370
Current liabilities			5,789				6,132				5,953
Minority interests			46				55				75
Long-term debt and capital lease obligations, less current portion			2,634				3,240				2,789
Deferred income taxes			542				614				532
Provisions for contingencies and charges			650				797				1,172
Total liabilities and shareholders’ equity			13,231				14,241				14,367

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		December 31,
		2004 €				2003 €				2002 €
		(In millions)
Share capital			78				78				78
Additional paid-in capital			4,752				4,760				4,767
Retained earnings (deficit)			(166	)			(462	)			(571	)
Treasury stock			(332	)			(323	)			(318	)
			4,332				4,053				3,956
Accumulated other comprehensive income (loss):
Unrealized gains on securities			37				36				51
Foreign currency translation adjustment			(769	)			(663	)			(161	)
Minimum pension liability adjustment			(30	)			(23	)			0
Accumulated other comprehensive income (loss)			(762	)			(650	)			(110	)
Total shareholders’ equity as adjusted for U.S. GAAP			3,570				3,403				3,846

	Supplemental U.S. GAAP Disclosures

	Consolidated Statement of Cash Flows

		For the Year Ended
		December 31,
		2004 €				2003 €				2002 €
		(In millions)
Cash and cash equivalents under French GAAP			1,023				964				715
Less: Marketable securities			(67	)			(196	)			(342	)
Add: Bank overdrafts			172				451				490
Cash and cash equivalents under U.S. GAAP			1,128				1,219				863

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		For the Year Ended
		December 31,
		2004				2003				2002
		€				€				€
		(In millions)
Cash provided by operating activities			770				559				574
Cash provided by/(used in) investing activities			384				(531	)			(267	)
Cash provided by financing activities			(1,206	)			411				11
Effect of exchange rate changes on cash and cash equivalents			(39	)			(83	)			(76	)
Increase in cash and cash equivalents			(91	)			356				242
Cash and cash equivalents at beginning of year			1,219				863				621
Cash and cash equivalents at end of year			1,128				1,219				863

		For the Year Ended
		December 31,
		2004				2003				2002
		€				€				€
		(In millions)
Proceeds from borrowings of long-term debt			450				761				690
Repayments of borrowings of long-term debt			(1,307	)			(242	)			(245	)
			(857	)			519				445

		For the Year Ended
		December 31,
		2004				2003				2002
		€				€				€
		(In millions)
Changes in operating assets and liabilities:
Accounts receivable and other receivables			76				(158	)			(11	)
Inventory and costs billable to clients			(47	)			(180	)			72
Accounts payable and other current liabilities			270				570				122
Change in working capital requirements			299				232				183

		December 31,
		2004				2003				2002
		€				€				€
		(In millions)
Interest paid			73				74				45
Income taxes paid			114				100				227

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	Use of Estimates

	Concentration of Credit Risk

	Intangible Assets

		Gross Carrying				Accumulated				Net Carrying
		Amount				Depreciation*				Amount
		(In millions of euros)
At December 31, 2004
Tradenames and client relationships			2,117				687				1,430
Software and other			103				69				34
Total			2,220				756				1,464
At December 31, 2003
Tradenames and client relationships			2,160				521				1,639
Software and other			104				72				32
Total			2,264				593				1,671
At December 31, 2002
Tradenames and client relationships			2,392				489				1,903
Software and other			127				80				47
Total			2,519				569				1,950

*	Includes impairment of € 346 million, € 223 million and € 223 million in 2004, 2003 and 2002 respectively.

		(In millions
Year Ending December 31,		of euros)
2005			83
2006			86
2007			88
2008			91
2009			95

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	Acquisitions

	•	40% of the minority interests of Fallon U.K.;
	•	100% of Thomsonmurray Inc. and CLT Meetings; and
	•	Other non significant entities.

	•	56,250,000 new Publicis shares with a value on issue of € 30.5 (with a nominal value of € 0.4 and a premium of € 30.1 per share);
	•	Bonds with a face value of € 858 million represented by 1,562,500 ORANEs redeemable into 28,125,000 existing or new Publicis shares;
	•	Bonds with a face value of € 858 million, represented by 2,812,500 OBSAs with detachable equity warrants granting the right to subscribe to 28,125,000 Publicis shares.

		(In millions of €)
Consideration and acquisition costs:
Fair value of Publicis shares			2,048
Fair value of ORANEs			1,024
Fair value of OBSAs			858
Acquisition costs (net of tax)			54
			3,984

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		(In millions of €)
Allocation of purchase price:
Property and equipment			35
Client relationships			309
Trademarks			387
Other intangibles			7
Goodwill			3,863
Net liabilities assumed and other			(617	)
			3,984

	Pro-forma Information Regarding the Bcom3 Acquisition

		French GAAP				U.S. GAAP
		Year Ended				Year Ended
		December 31,				December 31,
		2002				2002
		€				€
		(Unaudited)				(Unaudited)
		(In millions except
		per share data)
Pro forma revenues			4,280				4,426
Pro forma income before cumulative effect of accounting change (SFAS 142)			156				209
Pro forma net income			156				49
Pro forma basic earnings per share, before cumulative effect of accounting change		€	0.80			€	1.12
Pro forma diluted earnings per share, before cumulative effect of accounting change		€	0.75			€	0.90
Pro forma basic earnings per share		€	0.80			€	0.26
Pro forma diluted earnings per share		€	0.75			€	0.21

	Restructuring Charges

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										Release of								Cash				Currency				Others
		December 31,				Current Year				Reserve to				Net Impact				Payments				Translation and				Changes in				December 31,
		2002				Increase				Income				P&L				(reversal)				Reclassifications(1)				Goodwill				2003
		(In € millions)
		Restructuring Provisions
French GAAP restructuring reserve			257				5				(4	)			1				(107	)			(107	)			58				102
U.S. GAAP restatement: finalization of BCom3 restructuring(2)			—				37				—				37				—				—				(37	)			—
U.S. GAAP restructuring reserve			257				42				(4	)			38				(107	)			(107	)			21				102

(1)	The impact of (107) includes translation adjustment for € (11) million and reclassifications for € (96) million (including € 42 million to real estate provisions and € 51 million to write-off of assets).
(2)	In 2003, the Group finalized the Bcom3 restructuring plan. In accordance with U.S. GAAP, restructuring costs related to the acquiring entity and plans finalized after one year following the acquisition date are excluded from the liabilities assumed and are therefore booked through P&L.

										Release of								Cash				Currency				Others
		December 31,				Current Year				Reserve to				Net Impact				Payments				Translation and				Changes in				December 31,
		2002				Increase				Income				P&L				(reversal)				Reclassifications(1)				Goodwill(2)				2003
		In € millions
		real estate provisions
French GAAP real estate provision			284				—				—				—				(34	)			(1	)			(17	)			232
U.S. GAAP restatement: finalization of Bcom3 restructuring(3)			—				92				—				92				—				—				(92	)			—
U.S. GAAP real estate provisions			284				92				—				92				(34	)			(1	)			(109	)			232

(1)	The impact of (1) includes translation adjustment for € (43) million and reclassifications for € 42 million (from restructuring provisions).
(2)	The impact of € (17) million includes additions of € 29 million, change in estimates of € (30) million and reversal through goodwill for € (16) million.
(3)	In 2003, the Group has finalized the Bcom3 restructuring. In accordance with U.S. GAAP, vacant properties costs related to the acquiring entity and plans finalized after one year following the acquisition are excluded from the liabilities assumed and booked through P&L.

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	Retirement and Postretirement Plans

		Defined Benefit Pensions																Postretirement Plans
		2004								2003								2004								2003
		U.S.				Non-U.S.				U.S.				Non-U.S.				U.S.				Non-U.S.				U.S.				Non-U.S.
Change in benefit obligation — Benefit obligation at beginning of year		€	151.1			€	177.6			€	165.2			€	183.7			€	35.4			€	2.8			€	34.5			€	3.1
Acquisitions			—				1.8				—				—				—				—				—				—
Service cost			11.7				3.3				13.3				3.3				1.0				—				0.8				—
Interest cost			9.1				10.5				9.8				9.5				2.2				0.1				2.4				0.1
Plan amendments			—				—				0.6				—				—				—				0.5				—
Participant contributions			—				0.4				—				0.6				0.9				—				0.9				—
Actuarial loss (gain)			4.8				8.3				9.5				(0.8	)			1.2				—				6.0				—
Benefits and lump sums paid			(15.0	)			(3.0	)			(17.6	)			(7.0	)			(2.8	)			—				(3.1	)			0.2
Effect of exchange rates			(11.9	)			(0.4	)			(29.7	)			(11.7	)			(2.8	)			—				(6.6	)			(0.6	)
Benefit obligation at end of year		€	149.8			€	198.5			€	151.1			€	177.6			€	35.1			€	2.9			€	35.4			€	2.8

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		Defined Benefit Pensions																Postretirement Plans
		2004								2003								2004								2003
		U.S.				Non-U.S.				U.S.				Non-U.S.				U.S.				Non-U.S.				U.S.				Non-U.S.
Change in plan assets —
Fair value at beginning of year		€	89.7			€	105.3			€	99.0			€	100.0			€	—			€	—			€	—			€	—
Acquisitions			—				1.5				—				—				—				—				—				—
Actual return on assets			11.3				6.8				14.6				12.3				—				—				—				—
Company contributions			21.7				8.1				11.4				7.4				1.9				—				2.2				0.2
Benefits and lump sums paid			(15.0	)			(4.9	)			(17.6	)			(7.0	)			(2.8	)			—				(3.1	)			(0.2	)
Participant contributions			—				0.4				—				0.6				0.9				—				0.9				—
Effect of exchange rates			(8.1	)			1.2				(17.7	)			(8.0	)			—				—				—				—
Fair value of plan assets at end of year		€	99.6			€	118.4			€	89.7			€	105.3			€	—			€	—			€	—			€	—
Funded status at end of year		€	(50.1	)		€	(80.0	)		€	(61.4	)		€	(72.3	)		€	(35.1	)		€	(2.9	)		€	(35.4	)		€	(2.8	)
Unrecognized net actuarial loss (gain)			(1.9	)			28.2				(3.6	)			22.2				5.3				—				4.6				—
Unrecognized prior service costs			0.9				0.4				1.1				—				0.3				—				0.4				—
Net Amount recognized		€	(51.1	)		€	(51.4	)		€	(63.9	)		€	(50.1	)		€	(29.5	)		€	(2.9	)		€	(30.4	)		€	(2.8	)
Amounts recognized in Statement of Financial Position consist of:
Prepaid benefit cost			—				4.7				—				—				—				—				—				—
Accrued benefit liability		€	(52.1	)		€	(85.0	)		€	(64.2	)		€	(73.3	)		€	(29.5	)		€	(2.9	)		€	(30.4	)		€	(2.8	)
Intangible asset			—				0.4
Accumulated other comprehensive income			1.0				28.5				0.3				23.2				—				—				—				—
Net Amount recognized		€	(51.1	)		€	(51.4	)		€	(63.9	)		€	(50.1	)		€	(29.5	)		€	(2.9	)		€	(30.4	)		€	(2.8	)

		Defined Benefit Pensions
		2004								2003
		U.S.				Non-U.S.				U.S.				Non-U.S.
Accumulated benefit obligation		€	149.8			€	184.2			€	151.1			€	132.6
Projected benefit obligation		€	149.8			€	198.5			€	151.1			€	140.3
Plan assets at fair value		€	99.6			€	118.4			€	89.7			€	68.1

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		Defined Benefit Pensions																Postretirement Plans
		2004								2003								2004								2003
		U.S.				Non-U.S.				U.S.				Non-U.S.				U.S.				Non-U.S.				U.S.				Non-U.S.
Service cost for benefits earned during the year		€	11.8			€	3.3			€	13.3			€	3.3				1.0				—			€	0.8				—
Interest cost on projected benefit obligation			9.1				10.5				9.8				9.5				2.2				0.1				2.4				0.1
Expected return on plan assets			(8.1	)			(8.6	)			(7.5	)			(7.2	)			—				—				—				—
Amortization of prior service cost			0.1				0.1				0.1								0.1				—				0.1				—
Recognized actuarial loss (gain)			—				1.8				—				1.1				0.1				—				(0.1	)			—
Net periodic benefit cost			12.9				7.1				15.7				6.7				3.4				0.1				3.2				0.1
Defined contribution cost			11.2				3.1				10.5				2.0				—				—				—				—
Total retirement cost		€	24.1			€	10.2			€	26.2			€	8.7				—				—				—				—

		Defined Benefit Pensions																Postretirement Plans
		2004								2003								2004								2003
		U.S.				Non-U.S.				U.S.				Non-U.S.				U.S.				Non-U.S.				U.S.				Non-U.S.
Discount rate			6.00%				5.00%				6.25%				5.62%				6.00%				5.75%				6.25%				6.25%
Expected rate of future compensation increases			N/A				3.79%				N/A				3.77%				5.00%				N/A				N/A				N/A

		Defined Benefit Pensions																Postretirement Plans
		2004								2003								2004								2003
		U.S.				Non-U.S.				U.S.				Non-U.S.				U.S.				Non-U.S.				U.S.				Non-U.S.
Discount rate			6.25%				5.19%				6.75%				5.64%				6.25%				5.75%				6.75%				6.75%
Expected rate of future compensation increases			N/A				3.43%				N/A				3.39%				N/A				5.00%				N/A				N/A
Expected long-term rate on plan assets			8.50%				7.50%				8.50%				7.50%				N/A				N/A				N/A				N/A

*	These assumptions are based on estimates of the long-term rate for these factors over the life of the plan.

		Defined
		Benefit								Postretirement
		Pensions								Plans
		2004				2003				2004				2003
		(In millions of euros)
Increase in minimum liability included in other compressive income			30				23				N/A				N/A

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		Funds Invested
		2004								2003
Asset Category (In percentage)		U.S.				Non-U.S.				U.S.				Non-U.S.
Equity securities			66%				62%				71%				Not available
Debt securities			33%				29%				26%				Not available
Real estate			1%				5%				0%				Not available
Other			0%				3%				3%				Not available
Total			100%				100%				100%				Not available

		Pensions and
		Similar Benefits
		U.S.				Non-U.S.
		(In millions of euros)
Estimated employer’s contribution in 2005			18				9
Estimated benefit payments:
2005			14				8
2006			15				6
2007			15				8
2008			16				10
2009			16				10
2010 and thereafter			92				52

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	Long-term Debt

Year
		(In millions of €)
2005			105
2006			57
2007			57
2008			729
2009			57
Thereafter			1,734
Subtotal			2,739
Less: Current maturities			(105	)
			2,634

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		2004								2003								2002
						Weighted								Weighted								Weighted
						Average								Average								Average
						Exercise								Exercise								Exercise
		Shares				Price				Shares				Price				Shares				Price
2000 Plan
Outstanding at beginning of year			100,000			€	43.55				100,000			€	43.55				100,000			€	43.55
Granted			—				—				—				—				—				—
Exercised			—				—				—				—				—				—
Forfeited/ Expired			—				—				—				—				—				—
Outstanding at end of year			100,000			€	43.55				100,000			€	43.55				100,000			€	43.55
2001 Plan
Outstanding at beginning of year			380,000			€	33.18				380,000			€	33.18				380,000			€	33.18
Granted			—				—				—				—				—				—
Exercised			—				—				—				—				—				—
Forfeited/ Expired			—				—				—				—				—				—
Outstanding at end of year			380,000			€	33.18				380,000			€	33.18				380,000			€	33.18
2002 Plan
Outstanding at beginning of year			329,600			€	29.83				329,600			€	29.83				—				—
Granted			—				—				—				—				329,600			€	29.83
Exercised			—				—				—				—				—				—
Forfeited/ Expired			—				—				—				—				—				—
Outstanding at end of year			329,600			€	29.83				329,600			€	29.83				329,600			€	29.83
2003 Plan
Outstanding at beginning of year			517,067			€	24.82				—				—				—				—
Granted			—				—				517,067			€	24.82				—				—
Exercised			—				—				—				—				—				—
Forfeited/ Expired			—				—				—				—				—				—
Outstanding at end of year			517,067			€	24.82				517,067			€	24.82				—				—
2004 Plan
Outstanding at beginning of year							—				—				—				—
Granted			1,970,086				24,82				—				—				—				—
Exercised							—				—				—				—
Forfeited/ Expired							—				—				—				—
Outstanding at end of year			1,970,086				24,82				—				—				—				—

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		2004								2003								2002
						Weighted								Weighted								Weighted
						Average								Average								Average
						Exercise								Exercise								Exercise
		Shares				Price				Shares				Price				Shares				Price
Saatchi & Saatchi Management Plan
Outstanding at beginning of year			2,943,135			€	29.79				2,943,135			€	29.79				2,943,135			€	29.79
Granted			—				—				—								—
Exercised			—				—				—				—				—				—
Forfeited/ Expired			2,943,135			€	29.79				—				—				—				—
Outstanding at end of year			—				—				2,943,135			€	29.79				2,943,135			€	29.79
Long-Term 2003 Incentive Plan
Outstanding at beginning of year			9,498,000			€	24.82				—				—				—
Granted			—				—				9,498,000			€	24.82				—				—
Exercised			—				—				—				—				—				—
Forfeited/ Expired			1,484,000			€	24.82				—				—				—				—
Outstanding at end of year			8,014,000			€	24.82				9,498,000			€	24.82				—				—

		2004								2003								2002
						Weighted								Weighted								Weighted
						Average								Average								Average
						Exercise								Exercise								Exercise
		Shares				Price				Shares				Price				Shares				Price
Former Publicis
Communication Plan
Outstanding at beginning of year			525,080				€8.67				570,050				€8.54				652150				€8.29
Exercised			(54,880	)			5.92				(44,970	)			7.02				(45,590	)			6.46
Forfeited			—				—				—				—				—				—
Expired			(28,760	)			6.37				—				—				(36,510	)			6.99
Outstanding at end of year			441,440				€9.16				525,080				€8.67				570,050				€8.54

	Former Saatchi & Saatchi Plans

	1.	Those to be issued in connection with the Equity Participation Plan and for which the exercise price was paid at the grant date. No additional payment will be made at the date of exercise of the options, and
	2.	Those to be issued related to other plans and for which the exercise price must be paid at the date of exercise of the options.

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		2004								2003								2002
						Weighted								Weighted								Weighted
						Average								Average								Average
						Exercise								Exercise								Exercise
		Shares				Price				Shares				Price				Shares				Price
Former Saatchi & Saatchi Plans:
Outstanding at beginning of year			43,545			€	9.92				80,503			€	10.90				266,046			€	11.71
Granted			—				—				—				—				—				—
Exercised			(37,928	)		€	9.92				(36,958	)		€	12.22				(185,543	)		€	10.33
Forfeited/ Expired			(5,617	)		€	9.92				—				—				—				—
Outstanding at end of year			—				—				43,545			€	9.92				80,503			€	10.90

		2004								2003								2002
						Weighted								Weighted								Weighted
						Average								Average								Average
						Exercise								Exercise								Exercise
		Shares				Price				Shares				Price				Shares				Price
Former Nelson Plan
Outstanding at beginning of year			137,034			€	19,32				282,154			€	24,40				518,730			€	28.11
Exercised			(16,546	)		€	19,64				(103,522	)		€	21,04				(65,040	)		€	24.40
Forfeited/ Expired			(12,620	)		€	19,64				(41,598	)		€	21,57				(171,536	)		€	23.73
Outstanding at end of year			107,868			€	17,91				137,034			€	19,32				282,154			€	24.40

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										Weighted				Weighted
										average				Average
										remaining				Exercise
		Outstanding				Exercisable				life in Years				Price
Former Publicis Communication Plan			441,440				441,440				2			€	9.16
2000 Plan			100,000				—				6			€	43.55
2001 Plan			380,000				—				7			€	33.18
2002 Plan			329,600				—				8			€	29.83
2003 Plan			517,067				—				9			€	24.82
2004 Plan			1,970,086								10			€	24.82
Saatchi & Saatchi Management Plan			—				—				—				—
Long-Term Incentive Plan 2003			8,014,000				—				9			€	24.82
Former Nelson Plan			107,868				107,868				4			€	17.91
Former Saatchi & Saatchi Plans			—				—				0				—
Total			11,860,061				549,308				9			€	24.74

		2004				2003				2002
Net earnings — U.S. GAAP
Net income (loss) as reported			343				155				(14	)
Add: Stock-based employee compensation expense, net of tax, included in reported net income (loss)			—				—				—
Deduct: Stock-based compensation expense determined under fair value method for all awards, net of tax			(15	)			(4	)			(7	)
Pro forma net income (loss)			328				151				(21	)
Basic earnings per common share.
As reported			€1.88				€0.85				€(0.10	)
Pro forma			€1.80				€0.83				€(0.14	)
Diluted earnings per common share
As reported			€1.36				€0.78				€(0.10	)
Pro forma			€1.30				€0.76				€(0.14	)

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	Income Taxes

		December 31,
		2004				2003				2002
		(In millions of euros)
Net income before taxes and minority interests:
France			29				(42	)			44
Foreign			211				388				264
Total			240				346				308
Income tax expense:
France			(109	)			1				19
Foreign			113				171				113
Total			4				172				132

	Expiration dates of net operating loss carry forwards

	Earnings per share

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		2004				2003				2002
		(In millions except per
		share data)
Numerator:
Earnings from continuing operations (French GAAP)			€210				€150				€147
After-tax interest expense on ORANEs			—				—				(2	)
Earnings available to shareholders — for basic earnings per share			€210				€150				€145
Earnings from continuing operations (French GAAP)			€210				€150				€147
After-tax saving of OCEANEs and ORANEs interest if converted			€34				31				19
Earnings available to shareholders — for diluted earnings per share			€244				€181				€166
Denominator:
Denominator for basic earnings per share — weighted-average shares			182				183				146
Potential dilutive common shares — employee stock options			1				1				—
Potential dilutive common shares — OCEANEs			40				28				17
Potential dilutive common shares — ORANEs			28				28				8
Denominator for diluted earnings per share — adjusted weighted-average shares and assumed conversions			251				240				171
Basic earnings available to shareholders per common share			€1.15				€0.82				€0.99
Earnings available to shareholders per common share — assuming dilution			€0.97				€0.75				€0.97

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	Leases

										Operating Sublease				Operating Leases,
Years Ending December 31,		Capital Leases				Operating Leases				Income				Net
		(In millions of euros)
2005			8,4				237				(8	)			229
2006			8,6				224				(6	)			218
2007			8,8				211				(6	)			205
2008			8,4				194				(4	)			190
2009			8,7				187				(4	)			183
Thereafter			402,7				322				(11	)			311
Total minimum lease payments			445,6				1,375				(39	)			1,336
Less: amount representing interest			(175,6	)
Total obligation under capital leases			270,0
Less: current portion			(8,4	)
Long-term portion			261,6

		2004				2003				2002
		(In millions of €)
Land			21				23				28
Buildings			152				163				195
Less allowances for depreciation			(12	)			(8	)			(4	)
Total:			161				178				219

	Related parties transaction

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	Fair value of instruments

		2004								2003								2002
		Carrying				Fair				Carrying				Fair				Carrying				Fair
		Amount				Value				Amount				Value				Amount				Value
		(In millions of euros)
Cash, cash equivalents and marketable securities			1,195				1,195				1,415				1,415				1,205				1,205
Investments (IPG and other)			—				—				528				528				135				135
Long-term debt, including current maturities			2,739				2,267				3,524				3,349				3,050				3,050
Embedded Derivative Instruments			—				—				—				—				11				11
Other Derivative instruments			(39	)			(39	)			(15	)			(15	)			—				—
Financial commitments
Contingent value rights			—				—				—				—				—				—

	Cash, cash equivalents and marketable securities

	Investments

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	Long-term debt

	Derivative financial instruments

	Financial commitments

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Item 19.	Exhibits

Exhibit
Number				Description
	1			Statuts (bylaws) of Publicis Groupe S.A. (unofficial English translation) (incorporated by reference from Exhibit 1 to the Annual Report of Publicis Groupe S.A. on Form 20-F for the fiscal year ended December 31, 2001).
	2			We agree to furnish a copy of an English translation of any instrument defining the rights of holders of our long term indebtedness to the SEC upon its request.
	4.1			Strategic Alliance Agreement, dated as of November 30, 2003, by and between Publicis Groupe S.A. and Dentsu Inc. (incorporated by reference from Exhibit 99.3 to the Schedule 13D/A filed by Dentsu Inc. on December 5, 2003).
	4.2			Shareholders’ Agreement, dated as of November 30, 2003, by and between Publicis Groupe S.A. and Dentsu Inc. (incorporated by reference from Exhibit 99.4 to the Schedule 13D/A filed by Dentsu Inc. on December 5, 2003).
	4.3			First Amendment to Shareholders’ Agreement, dated as of September 24, 2004, by and between Publicis Groupe S.A. and Dentsu Inc. (incorporated by reference from Exhibit 99.11 to the Schedule 13D/A filed by Dentsu Inc. on October 7, 2004).
	4.4			Shareholders’ Agreement, dated as of November 30, 2003, by and between Elisabeth Badinter and Dentsu Inc. (incorporated by reference from Exhibit 99.5 to the Schedule 13D/A filed by Dentsu Inc. on December 5, 2003).
	4.5			First Amendment to Shareholders’ Agreement, dated as of September 24, 2004, by and between Elisabeth Badinter and Dentsu Inc. (incorporated by reference from Exhibit 99.10 to the Schedule 13D/A filed by Dentsu Inc. on October 7, 2004).
	4.6			CEO Employment Agreement, dated as of January 1, 2001, among Roger A. Haupt, Bcom3 Group, Inc., Leo Burnett Worldwide, Inc., and Leo Burnett USA, Inc. (“Haupt Employment Agreement”) (incorporated by reference from Exhibit 10.5 to the report on Form 10 of Bcom3 Group, Inc. filed on April 30, 2001).
	4.7			Amendment to Haupt Employment Agreement dated as of March 26, 2003 (incorporated by reference from Exhibit 4.5 to the Annual Report of Publicis Groupe S.A. on Form 20-F for the fiscal year ended December 31, 2003).
	4.8			Agreement, dated as of September 7, 2000, by and between Saatchi & Saatchi North America, Inc. and Kevin Roberts (incorporated by reference from Exhibit 4.5 to the Annual Report of Publicis Groupe S.A. on Form 20-F for the fiscal year ended December 31, 2003).
	4.9			Agreement, dated as of November 30, 2000, by and among Saatchi & Saatchi North America, Inc., Saatchi & Saatchi Limited and Red Rose Limited (incorporated by reference from Exhibit 4.5 to the Annual Report of Publicis Groupe S.A. on Form 20-F for the fiscal year ended December 31, 2003).
	4.1	0		Employment Agreement, dated as of September 8, 2002, by and between Saatchi & Saatchi North America, Inc. and Robert L. Seelert (incorporated by reference from Exhibit 4.5 to the Annual Report of Publicis Groupe S.A. on Form 20-F for the fiscal year ended December 31, 2003).
	4.1	1		Employment Agreement, dated as of July 1, 2004, by and among Jack Klues, Publicis Groupe S.A. and Starcom Worldwide division of Leo Burnett USA, Inc.
	4.1	2		Executive Consulting Agreement, dated as of December 21, 2004, by and between Leo Burnett Worldwide, Inc. and Roger Haupt.
	4.1	3		Consulting Services Agreement, dated as of November 8, 2004, by and between Publicis Groupe S.A. and Roger A. Haupt.
	4.1	4		By-Laws (statuts) of the Societe en Participation by and between Elisabeth Badinter and Dentsu Inc., adopted September 24, 2004 (unofficial English translation) (incorporated by reference from Exhibit 99.9 to the Schedule 13D/A filed by Dentsu Inc. on October 7, 2004).
	8			List of Subsidiaries. See note 30 to our financial statements.
	11			Code of Ethics.

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Exhibit
Number				Description
	99.1			Certification by Maurice Lévy, Chairman of the Management Board and Chief Executive Officer, required by Section 302 of the Sarbanes-Oxley Act of 2002.
	99.2			Certification by Jean-Michel Etienne, Chief Financial Officer, required by Section 302 of the Sarbanes-Oxley Act of 2002.
	99.3			Certification by Maurice Lévy, Chairman of the Management Board and Chief Executive Officer, and Jean-Michel Etienne, Chief Financial Officer, required by Section 906 of the Sarbanes-Oxley Act of 2002.

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	Publicis Groupe S.A.

	By:	/s/ Maurice Lévy

	______________________________________ Name: Maurice Lévy
	Title: Chief Executive Officer and
	Chairman of the Management Board