8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): October 21, 2009

OMNICOM GROUP INC.
(Exact Name of Registrant as Specified in its Charter)

New York
(State or other jurisdiction
of incorporation) 1-10551
(Commission
File Number) 13-1514814
(IRS Employer
Identification No.)

437 Madison Avenue, New York, NY
(Address of principal executive offices) 10022
(Zip Code)

Registrant’s telephone number, including area code: (212) 415-3600

Not Applicable
(Former name or former address, if changed since last report)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e- 4(c))

Item 2.02 Results of Operations and Financial Condition.

     On October 21, 2009, Omnicom Group Inc. (“Omnicom”) issued an earnings release reporting its financial results for the three and nine months ended September 30, 2009. A copy of this earnings release is attached as Exhibit 99.1 hereto. Following the issuance of this earnings release, Omnicom hosted an earnings call in which its financial results for the three and nine months ended September 30, 2009 were discussed. The investor presentation materials used for the call are attached as Exhibit 99.2 hereto.

     On October 21, 2009, Omnicom posted the materials attached as Exhibits 99.1 and 99.2 on its web site (www.omnicomgroup.com).

     As discussed on page 1 of Exhibit 99.2, the investor presentation contains forward-looking statements within the meaning of the federal securities laws. These statements are present expectations, and are subject to the limitations listed therein and in Omnicom’s other SEC reports, including that actual events or results may differ materially from those in the forward-looking statements.

     The foregoing information (including the exhibits hereto) is being furnished under “Item 2.02 Results of Operations and Financial Condition” and “Item 7.01 Regulation FD Disclosure.” Such information (including the exhibits hereto) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 7.01 Regulation FD Disclosure.

     See “Item 2.02 Results of Operations and Financial Condition” above.

Item 9.01. Financial Statements and Exhibits.

     (d) Exhibits.

Exhibit Number	Description
99.1	Earnings release dated October 21, 2009.
99.2	Investor presentation materials dated October 21, 2009.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	OMNICOM GROUP INC.
	By:
		Name: Philip J. Angelastro
		Title:   Senior Vice President Finance and             Controller
Date: October 21, 2009

2

EXHIBIT INDEX

Exhibit Number	Description
99.1	Earnings release dated October 21, 2009.
99.2	Investor presentation materials dated October 21, 2009.

3

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Contact: Randall Weisenburger
212-415-3393

Omnicom Reports Third Quarter 2009 Results

NEW YORK, October 21, 2009 - Omnicom Group Inc. (NYSE-OMC) today announced that its net income for the third quarter of 2009 decreased 22.5% to $165.6 million from $213.6 million in the third quarter of 2008. Omnicom’s diluted net income per common share in the third quarter of 2009 decreased 22.1% to $0.53 per share from $0.68 per share in the third quarter of 2008.

Worldwide revenue decreased 14.4% to $2,837.6 million from $3,316.2 million in the third quarter of 2008. Domestic revenue for the third quarter of 2009 decreased 13.2% to $1,491.2 million compared to $1,718.0 million in the third quarter of 2008. International revenue decreased 15.8% to $1,346.4 million compared to $1,598.2 million in the third quarter of 2008.

Omnicom’s net income for the nine months ended September 30, 2009 decreased 22.7% to $563.5 million from $729.3 million in the same period in 2008. Omnicom’s diluted net income per common share for the nine months ended September 30, 2009 decreased 21.1% to $1.80 per share in 2009 from $2.28 per share in the same period in 2008.

Worldwide revenue for the nine months ended September 30, 2009 decreased 15.4% to $8,454.9 million from $9,988.5 million in the same period in 2008. Domestic revenue for the nine months ended September 30, 2009 decreased 11.4% to $4,548.0 million from $5,130.5 million in the same period in 2008. International revenue for the nine months ended September 30, 2009 decreased 19.6% to $3,906.9 million from $4,858.0 million in the same period in 2008.

Omnicom Group Inc.

Omnicom Group Inc. (NYSE-OMC) (www.omnicomgroup.com) is a leading global marketing and corporate communications company. Omnicom’s branded networks and numerous specialty firms provide advertising, strategic media planning and buying, digital and interactive marketing, direct and promotional marketing, public relations and other specialty communications services to over 5,000 clients in more than 100 countries.

For a live webcast and/or a replay of our third quarter earnings conference call, go to www.omnicomgroup.com/InvestorRelations.

Omnicom Group Inc.

(Unaudited)
(In Millions of Dollars, Except Per Share Data)

Three Months Ended September 30,	2009			2008
Revenue	$	2,837.6		$	3,316.2
Operating expenses		2,542.8			2,942.8
Operating profit		294.8			373.4
Net interest expense		28.9			20.7
Income before income taxes		265.9			352.7
Income tax expense		90.5			118.2
Income from equity method investments		7.3			6.8
Net Income		182.7			241.3
Less: Net income attributed to noncontrolling interests (a)		(17.1	)		(27.7	)
Net Income - Omnicom Group Inc. (a)	$	165.6		$	213.6
Net Income per common share - Omnicom Group Inc. (b)
Basic	$	0.53		$	0.68
Diluted	$	0.53		$	0.68
Weighted average shares (in millions) (b)
Basic		308.6			309.1
Diluted		311.6			310.3
Dividend declared per common share	$	0.15		$	0.15

(a)

On January 1, 2009, we retrospectively adopted revisions to ASC Topic 810 Consolidation - Noncontrolling Interest in a Subsidiary. In accordance with the presentation requirements of ASC Topic 810, we modified the format of our consolidated statement of income to conform to the disclosure requirements of the revised guidance.

(b)

On January 1, 2009, we adopted revisions to ASC Topic 260 Earnings per Share - Participating Securities and the Two-Class Method, which provides that all outstanding unvested share-based payments that contain rights to non-forfeitable dividends participate in the undistributed earnings with the common shareholders and are therefore participating securities. Companies with participating securities are required to apply the two-class method in calculating basic and diluted earnings per share. On adoption of the revised guidance, we retrospectively restated basic and diluted Net Income per Common Share - Omnicom Group Inc. for each period presented. The adoption reduced Net Income, for the purposes of the basic and diluted net income per common share for the three months ended September 30, 2009 and 2008, by $1.8 million and $3.1million, respectively.

Omnicom Group Inc.

(Unaudited)
(In Millions of Dollars, Except Per Share Data)

Nine Months Ended September 30,	2009			2008
Revenue	$	8,454.9		$	9,988.5
Operating expenses		7,479.6			8,747.5
Operating profit		975.3			1,241.0
Net interest expense		72.1			50.4
Income before income taxes		903.2			1,190.6
Income tax expense		308.9			400.6
Income from equity method investments		20.5			26.0
Net Income		614.8			816.0
Less: Net income attributed to noncontrolling interests (a)		(51.3	)		(86.7	)
Net Income - Omnicom Group Inc. (a)	$	563.5		$	729.3
Net Income per common share - Omnicom Group Inc. (b)
Basic	$	1.81		$	2.29
Diluted	$	1.80		$	2.28
Weighted average shares (in millions) (b)
Basic		308.0			315.0
Diluted		309.5			316.6
Dividend declared per common share	$	0.45		$	0.45

(a)

On January 1, 2009, we retrospectively adopted revisions to ASC Topic 810 Consolidation - Noncontrolling Interest in a Subsidiary. In accordance with the presentation requirements of ASC Topic 810, we modified the format of our consolidated statement of income to conform to the disclosure requirements of the revised guidance.

(b)

On January 1, 2009, we adopted revisions to ASC Topic 260 Earnings per Share - Participating Securities and the Two-Class Method, which provides that all outstanding unvested share-based payments that contain rights to non-forfeitable dividends participate in the undistributed earnings with the common shareholders and are therefore participating securities. Companies with participating securities are required to apply the two-class method in calculating basic and diluted earnings per share. On adoption of the revised guidance, we retrospectively restated basic and diluted Net Income per Common Share - Omnicom Group Inc. for each period presented. The adoption reduced Net Income, for the purposes of the basic and diluted net income per common share for the nine months ended September 30, 2009 and 2008, by $6.6 million and $9.0 million, respectively.

EX-99.2

Investor Presentation

Third Quarter 2009 Results

October 21, 2009

Exhibit 99.2

Disclosure

1

October 21, 2009

The following materials have been prepared for use in the  October 21, 2009 conference call on Omnicom’s results of operations for the
period ended September 30, 2009. The call will be archived on the Internet at http://www.omnicomgroup.com/financialwebcasts.

Forward-Looking Statements
Certain of the statements in this document constitute forward-looking statements within the meaning of the Private Securities Litigation
Act of 1995. In addition, from time to time, we or our representatives have made or may make forward-looking statements, orally or in
writing. These statements relate to future events or future financial performance and involve known and unknown risks and other factors
that may cause our actual or our industry’s results, levels of activity, or achievement to be materially different from those expressed or
implied by any forward-looking statements. These risks and uncertainties include, but are not limited to, our future financial condition and
results of operations, the continuing global economic recession and credit crisis, losses on media purchases on behalf of clients,
reductions in client spending and/or a slowdown in client payments, competitive factors, changes in client communication requirements,
the hiring and retention of personnel, our ability to attract new clients and retain existing clients, changes in government regulations
impacting our advertising and marketing strategies, risks associated with assumptions we make in connection with our critical accounting
estimates, legal proceedings, settlements, investigations and claims, and our international operations, which are subject to the risks of
currency fluctuations and exchange controls. Forward-looking statements can generally be identified by terminology such as “may,” “will,”
“could,” “would,” “should,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “predict,” “potential” or “continue” or the negative of
those terms or other comparable terminology. These statements are present expectations. Actual events or results may differ materially.
We undertake no obligation to update or revise any forward-looking statement, except as required by law.

Other Information
All dollar amounts are in millions except for Net Income per Common Share. The following financial information contained in this
document has not been audited, although some of it has been derived from Omnicom’s historical financial statements, including its
audited financial statements. In addition, industry, operational and other non-financial data contained in this document have been derived
from sources we believe to be reliable, but we have not independently verified such information, and we do not, nor does any other
person, assume responsibility for the accuracy or completeness of that information. Certain amounts in prior periods have been
reclassified to conform to our current presentation.

The inclusion of information in this presentation does not mean that such information is material or that disclosure of such information is
required.

2009 vs. 2008 P&L Summary

October 21, 2009

2

(a)

Operating income includes depreciation and amortization expense of $60.2 million and $60.4 million for the three months
and $173.8 million and $176.2 million for the nine months ended September 30, 2009  and 2008, respectively.

(b)

On January 1, 2009, we retrospectively adopted revisions to ASC Topic 810 Consolidation - Noncontrolling Interest in a
Subsidiary.  In accordance with the presentation requirements of ASC Topic 810, we modified the format of our
consolidated statement of income to conform to the disclosure requirements of the revised guidance.

(c)

See page 19 for supplemental earnings per share information.

2009

2008

%

2009

2008

%

Revenue

$ 2,837.6

$    3,316.2

-14.4%

$    8,454.9

$    9,988.5

-15.4%

Operating Income (a)

       294.8

         373.4

-21.0%

         975.3

       1,241.0

-21.4%

% Margin

10.4%

11.3%

11.5%

12.4%

Net Interest Expense

         28.9

           20.7

           72.1

           50.4

Income Before Tax

       265.9

         352.7

-24.6%

         903.2

       1,190.6

-24.1%

% Margin

9.4%

10.6%

10.7%

11.9%

Taxes

         90.5

         118.2

         308.9

         400.6

% Tax Rate

34.0%

33.5%

34.2%

33.6%

Income from Equity Method Investments

           7.3

             6.8

           20.5

           26.0

Net Income (b)

       182.7

         241.3

         614.8

         816.0

Less: Net Income Attributed to Noncontrolling Interests (b)

        (17.1)

          (27.7)

          (51.3)

          (86.7)

Net Income - Omnicom Group

$    165.6

$       213.6

-22.5%

$       563.5

$       729.3

-22.7%

Net Income per Common Share - Omnicom Group - Diluted (c)

0.53

$      

0.68

$        

-22.1%

1.80

$        

2.28

$        

-21.1%

Third Quarter

Year to Date

2009 Total Revenue Change

October 21, 2009

3

(a)

To calculate the FX impact, we first convert the current period’s local currency revenue using the average exchange rates
from the equivalent prior period to arrive at constant currency revenue.  The FX impact equals the difference between the
current period revenue in U.S. dollars and the current period revenue in constant currency.

(b)

Acquisition revenue is the aggregate of the applicable prior period revenue of the acquired businesses.  Netted against this
number is the revenue of any business included in the prior period reported revenue that was disposed of subsequent to
the prior period.

(c)

Organic revenue is calculated by subtracting both the acquisition revenue and the FX impact from total revenue growth.

$

%

Prior Period Revenue

$ 3,316.2

$        9,988.5

Foreign Exchange (FX) Impact (a)

               (97.8)

-2.9%

             (584.8)

-5.9%

Acquisition Revenue (b)

               (25.4)

-0.8%

                 (5.7)

-0.1%

Organic Revenue (c)

             (355.4)

-10.7%

             (943.1)

-9.4%

Current Period Revenue

$        2,837.6

-14.4%

$        8,454.9

-15.4%

Third Quarter

Year to Date

$

2009 Revenue by Discipline

October 21, 2009

4

(a)

“Change” is the year-over-year decrease from the prior period.

(b)

“Organic Change” reflects the year-over-year decrease in revenue from the prior period, excluding the foreign exchange
impact and acquisitions, net of dispositions, as defined on page 3.

-12.9%

-19.6%

         785.5

Specialty

-11.0%

-16.7%

         798.0

PR

-10.8%

-16.1%

      3,143.7

CRM

-7.1%

-13.5%

$   3,727.7

Advertising

Change (b)

% Organic

% Change (a)

$ Mix

$ Mix

% Change (a)

% Organic

Change (b)

Advertising

$   1,231.6

-11.6%

-8.4%

CRM

      1,083.1

-16.2%

-13.6%

PR

         266.2

-14.9%

-11.3%

Specialty

         256.7

-19.3%

-8.5%

2009 Revenue By Geography

October 21, 2009

5

(a)

“Change” is the year-over-year increase or decrease from the prior period.

(b)

“Organic Change” reflects the year-over-year decrease in revenue from the prior period, excluding the foreign exchange
impact and acquisitions, net of dispositions, as defined on page 3.   

$ Mix

$ Change (a)

United States

4,548.0

$         

(582.5)

$           

Organic

(564.0)

Acquisition

(18.5)

International

3,906.9

$         

(951.1)

$           

Organic

(379.1)

Acquisition

12.8

FX

(584.8)

(a)

% Organic

$ Mix

% Change

Change (b)

United States

4,548.0

$         

-11.4%

-11.0%

Euro Currency Markets

1,803.3

-18.8%

-9.9%

United Kingdom

745.8

-27.3%

-8.3%

Other

1,357.8

-15.8%

-4.7%

$ Mix

% Change

(a)

% Organic

Change (b)

United States

1,491.2

$         

-13.2%

-11.5%

Euro Currency Markets

602.8

-16.2%

-12.7%

United Kingdom

262.9

-22.1%

-10.3%

Other

480.7

-11.2%

-5.8%

$ Mix

$ Change (a)

United States

1,491.2

$         

(226.8)

$           

Organic

(198.0)

Acquisition

(28.8)

International

1,346.4

$         

(251.8)

$           

Organic

(157.4)

Acquisition

3.4

FX

(97.8)

6

Cash Flow – GAAP Presentation (condensed)

October 21, 2009

2009

2008

Net Income

614.8

$      

816.0

$      

  Share-Based Compensation Expense

56.7

44.3

  Depreciation and Amortization

173.8

176.2

  Other Non-Cash Items to Reconcile to Net Cash Provided by (Used in) Operating Activities, net

4.9

(12.9)

  Other Changes in Operating Capital

(397.1)

(789.2)

Net Cash Provided by (Used in) Operating Activities

453.1

234.4

  Capital Expenditures

(93.4)

(151.6)

  Acquisitions

(124.9)

(389.4)

  Other Investing Activities, net

28.5

20.7

Net Cash Used in Investing Activities

(189.8)

(520.3)

  Dividends

(140.3)

(145.3)

  Proceeds from Short-term Debt, net

157.9

115.3

  Proceeds from Long-term Debt, net

497.8

55.3

  Repayment of Convertible Debt

(1,316.7)

(1.6)

  Stock Repurchases

(13.3)

(846.0)

  Proceeds from Stock Plans

10.1

77.8

  Excess Tax Benefit on Share-based Compensation

-

12.9

  Other Financing Activities, net

(53.9)

(102.7)

Net Cash Used in Financing Activities

(858.4)

(834.3)

Effect of exchange rate changes on cash and cash equivalents

95.2

(142.4)

Net Decrease in Cash and Cash Equivalents

(499.9)

$     

(1,262.6)

$

September 30,

9 Months ended

Current Credit Picture

October 21, 2009

7

(a)

“EBITDA” and “Gross Interest Expense” calculations shown are for the twelve months ending September 30.  EBITDA is
defined as operating income before interest, taxes, depreciation and amortization.  Although EBITDA  is a non-GAAP
measure, we  believe EBITDA is more meaningful for purposes of this analysis because the financial covenants in our
credit facilities are based on  EBITDA (see reconciliation of Operating Income to EBITDA on page 21).

2009

2008

EBITDA (a)

$

1,657

$

2,007

Gross Interest Expense (a)

120.7

115.2

EBITDA / Gross Interest Expense

13.7

x

17.4

x

Total Debt / EBITDA

1.5

x

1.6

x

Debt

Bank Loans (Due Less Than 1 Year)

$

33

$

64

CP Issued Under $2.5B Revolver Due 6/23/11

144

113

Borrowings Under $2.5B Revolver Due 6/23/11

-

-

Convertible Notes Due 2/7/31

6

847

Convertible Notes Due 7/31/32

253

727

Convertible Notes Due 6/15/33

-

-

Convertible Notes Due 7/1/38

467

467

Senior Notes Due 4/15/16

997

996

Senior Notes Due 7/15/19

497

-

Other Debt

16

20

Total Debt

$

2,413

$

3,234

Cash and Short Term Investments

613

553

Net Debt

$

1,800

$

2,681

12 Months ended September 30,

8

Current Liquidity Picture

October 21, 2009

(a)

Credit facility expires June 23, 2011.

(b)

Represents uncommitted facilities in the U.S., U.K. and Canada. These amounts are excluded from our available liquidity
for purposes of this presentation.

Total Amount

of Facility

Outstanding

Available

Committed Facilities

Revolver Facility (a) & Outstanding Commercial Paper

2,500

$         

144

$           

2,356

$      

Other Committed Credit Facilities

33

33

-

Total Committed Facilities

2,533

177

2,356

Uncommitted Facilities

(b)      

351

-

-

(b)

Total Credit Facilities

2,884

$         

177

$           

2,356

$      

Cash and Short Term Investments

613

Total Liquidity Available

2,969

$      

As of September 30, 2009

Omnicom Debt Structure

Supplemental Information

Omnicom Debt Structure

October 21, 2009

10

The above chart sets forth Omnicom’s debt outstanding at September 30, 2009. The amounts reflected above for the
2016 and 2019 Senior Notes represent the principal amount of these notes at maturity on April 15, 2016 and July 15,
2019, respectively.

Omnicom Debt Structure

October 21, 2009

11

The Bank Facility and Commercial Paper Program together provide liquidity in the event any
convertible notes are put.  We believe that we will then have flexibility to refinance in different
debt capital markets.

Our 2031 Notes are putable annually, with the next put date in February 2010. Our 2032 Notes are putable annually, with the
next put date in July 2010.  Our 2038 Notes are putable in June 2010, 2013, 2018, 2023 and annually thereafter.

For purposes of this presentation we have included the following borrowings as of September 30, 2009 as outstanding through
June 2011, the date of expiration of our five-year credit facility: short-term borrowings of $33 million, commercial paper
borrowings of $144 million and other debt of $16 million.

2031

2032

2038

$1.0 Billion
Senior Notes

Revolver
and Other
Borrowings

$500 Million
Senior Notes

$0

$200

$400

$600

$800

$1,000

$1,200

Jan-09

Jan-10

Jan-11

Jan-12

Jan-13

Jan-14

Jan-15

Jan-16

Jan-17

Jan-18

Jan-19

Jan-20

Senior Notes Due 2019

October 21, 2009

12

Principal Amount

$500 Million

Co - Issuers

Omnicom Group, Omnicom Finance, Omnicom Capital

Date

July 1, 2009

Maturity

July 15, 2019

Security

Unsecured, pari passu with Bank Facility

Coupon

6.25%

Spread Over Comparable Treasury at Issue

2.75%

Ratings

Moody’s: Baa1

S&P: A-

Fitch: A-

Senior Notes Due 2016

October 21, 2009

13

Principal Amount

$1 Billion

Co - Issuers

Omnicom Group, Omnicom Finance, Omnicom Capital

Date

March 29, 2006

Maturity

April 15, 2016

Security

Unsecured, pari passu with Bank Facility

Coupon

5.90%

Spread Over Comparable Treasury at Issue

1.30%

Rating

Moody’s: Baa1

S&P: A-

Fitch: A-

2032 Convertible Notes

October 21, 2009

14

Principal Amount

$253 Million

Co - Issuers

Omnicom Group, Omnicom Finance, Omnicom Capital

Date

March 6, 2002

Maturity

July 31, 2032 with annual puts each July

Security

Unsecured, pari passu with Bank Facility

Coupon

0.00%

Conversion Price

$55

Rating

Moody’s: Baa1

S&P: A-

Fitch: A-

2038 Convertible Notes

October 21, 2009

15

Principal Amount

$467 Million

Co - Issuers

Omnicom Group, Omnicom Finance, Omnicom Capital

Date

June 10, 2003

Maturity

June 15, 2038 with puts in June of 2010, 2013, 2018, 2023
and annually thereafter until maturity

Security

Unsecured, pari passu with Bank Facility

Coupon

0.00%

Conversion Price

$51.50

Rating

Moody’s: Baa1

S&P: A-

Fitch: A-

Current Bank Credit Facility

October 21, 2009

16

Amount

$2.5 Billion

Type

Unsecured Revolving Credit

Maturity

5 Years – June 2011

Facility Fee

13BP per annum

Drawn Rate

Libor +17BP

Covenants

-Maximum Debt to EBITDA 3:1

-Minimum Interest Coverage 5:1

Current Omnicom Credit Ratings

October 21, 2009

17

Moody’s

S&P

Fitch

Long Term Ratings

Baa1

A-

A-

Short Term Ratings

P2

A2

F2

Outlook

Stable

Negative

Stable

Note: Reflects credit ratings as of  October 20, 2009.

Supplemental Financial Information

19

2009 vs. 2008 Earnings Per Share (a)

(a)

On January 1, 2009, we adopted revisions to ASC Topic 260 Earnings per Share - Participating Securities and the Two-
Class Method, which provides that all outstanding unvested share-based payments that contain rights to non-forfeitable
dividends participate in the undistributed earnings with the common shareholders and are therefore participating
securities.  Companies with participating securities are required to apply the two-class method in calculating basic and
diluted earnings per share.  On adoption of the revised guidance, we retrospectively restated basic and diluted Net Income
per Common Share - Omnicom Group Inc. for each period presented.

October 21, 2009

2009

2008

2009

2008

Net Income per Common Share - Omnicom Group:

Basic

$               0.53

$               0.68

$               1.81

$               2.29

Diluted

                  0.53

                  0.68

                  1.80

                  2.28

Earnings Available for Common Shares:

Net Income - Omnicom Group

$             165.6

$             213.6

$             563.5

$             729.3

Earnings Allocated to Participating Securities

                  (1.8)

                  (3.1)

                  (6.6)

                  (9.0)

Earnings Available for Common Shares

$             163.8

$             210.5

$             556.9

$             720.3

Weighted Average Shares (millions):

Basic

                308.6

                309.1

                308.0

                315.0

Diluted

                311.6

                310.3

                309.5

                316.6

Dividend Declared per Share

$             0.150

$             0.150

$             0.450

$             0.450

Third Quarter

Year to Date

Acquisition Related Expenditures

October 21, 2009

20

(a)

Includes acquisitions of a majority interest in agencies resulting in their consolidation.

(b)

Includes acquisitions of additional equity interests in existing affiliate agencies resulting in their majority ownership and
consolidation.

(c)

Includes acquisitions of less than a majority interest in agencies in which Omnicom did not have a prior equity interest and
the acquisition
of additional interests in existing affiliated agencies that did not result in majority ownership.

(d)

Includes the acquisition of additional equity interests in already consolidated subsidiary agencies.

(e)

Includes additional consideration paid for acquisitions completed in prior periods.  

Nine Months YTD 2009

New Subsidiary Acquisitions (a)

5

$                              

Affiliates to Subsidiaries (b)

2

Affiliates (c)

-

Existing Subsidiaries (d)

12

Earn-outs (e)

106

Total Acquisition Expenditures

125

$                           

Reconciliation of Operating Income to EBITDA

October 21, 2009

21

The covenants contained in our credit facility are based on the EBITDA ratios as presented on pages 7 & 16 of this presentation. The
above reconciles our GAAP Operating Income to EBITDA for the periods presented.

EBITDA is a non-GAAP financial measure within the meaning of applicable SEC rules and regulations. Our credit facility defines
EBITDA as earnings before deducting interest expense, income taxes, depreciation and amortization.  Our credit facility uses EBITDA
to measure our compliance with covenants, such as interest coverage and leverage.   EBITDA is not, and should not, be used as a
substitute for Operating Income as determined in accordance with GAAP and is only used to measure our compliance with our debt
covenants.  Management does not use EBITDA for any other measurement purpose.

2009

2008

Operating Income

1,424

$         

1,773

$         

Depreciation

177

184

Amortization

56

50

EBITDA

1,657

$         

2,007

$         

12 Months ended September 30,