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 19, 2010

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

New York	1-10551	13-1514814
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)
437 Madison Avenue, New York, NY		10022
(Address of principal executive offices)		(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 19, 2010, Omnicom Group Inc. (“Omnicom”) issued an earnings release reporting its financial results for the three and nine months ended September 30, 2010. 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, 2010 were discussed. The investor presentation materials used for the call are attached as Exhibit 99.2 hereto.

     On October 19, 2010, 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 19, 2010.
99.2	Investor presentation materials dated October 19, 2010.

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:	/s/ Philip J. Angelastro
		Name:	Philip J. Angelastro
		Title:	Senior Vice President Finance and Controller
Date: October 19, 2010

2

EXHIBIT INDEX

Exhibit Number	Description
99.1	Earnings release dated October 19, 2010.
99.2	Investor presentation materials dated October 19, 2010.

3

EX-99.1

FOR IMMEDIATE RELEASE

Contact: Randall Weisenburger
212-415-3393

Omnicom Reports Third Quarter 2010 Results

NEW YORK, OCTOBER 19, 2010 - Omnicom Group Inc. (NYSE-OMC) today announced that its net income for the third quarter of 2010 increased 5.4% to $174.6 million from $165.6 million in the third quarter of 2009. Omnicom’s diluted net income per common share in the third quarter of 2010 increased 7.5% to $0.57 per share from $0.53 per share in the third quarter of 2009.

Worldwide revenue increased 5.5% to $2,994.6 million from $2,837.6 million in the third quarter of 2009. Domestic revenue for the third quarter of 2010 increased 8.4% to $1,617.1 million compared to $1,491.2 million in the third quarter of 2009. International revenue increased 2.3% to $1,377.5 million compared to $1,346.4 million in the third quarter of 2009.

Omnicom’s net income for the nine months ended September 30, 2010 increased 3.1% to $581.2 million from $563.5 million in the same period in 2009. Omnicom’s diluted net income per common share for the nine months ended September 30, 2010 increased 4.4% to $1.88 per share in 2010 from $1.80 per share in the same period in 2009.

Worldwide revenue for the nine months ended September 30, 2010 increased 5.9% to $8,955.7 million from $8,454.9 million in the same period in 2009. Domestic revenue for the nine months ended September 30, 2010 increased 6.6% to $4,846.7 million from $4,548.0 million in the same period in 2009. International revenue for the nine months ended September 30, 2010 increased 5.2% to $4,109.0 million from $3,906.9 million in the same period in 2009.

437 Madison Avenue, New York, NY 10022 (212) 415-3600 Fax (212) 415-3530

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)

(Dollars in Millions, Except Per Share Data)

Three Months Ended September 30,	2010		2009
Revenue	$	2,994.6	$	2,837.6
Operating expenses, excluding amortization of intangibles		2,662.5		2,528.1
Earnings before interest, taxes and amortization of intangibles (a)		332.1		309.5
Amortization of intangibles		18.0		14.7
Operating income		314.1		294.8
Net interest expense		29.8		28.9
Income before income taxes		284.3		265.9
Income tax expense		96.9		90.5
Income from equity method investments		8.2		7.3
Net Income		195.6		182.7
Less: Net income attributed to noncontrolling interests		21.0		17.1
Net Income - Omnicom Group Inc.		174.6		165.6
Less: Net income allocated to participating securities		1.7		1.8
Net income available for common shares	$	172.9	$	163.8
Net Income per common share - Omnicom Group Inc.
Basic	$	0.58	$	0.53
Diluted	$	0.57	$	0.53
Weighted average shares (in millions)
Basic		299.3		308.6
Diluted		303.5		311.6
Dividend declared per common share	$	0.20	$	0.15

(a)      Earnings before interest, taxes and amortization of intangibles (“EBITA”) is a non-GAAP financial measure within the meaning of applicable SEC rules and regulations. Management uses EBITA as an additional operating performance measure, which excludes acquisition related amortization expense, because it believes that EBITA is a useful measure to evaluate the performance of our businesses. EBITA is not, nor should not be used as a substitute for Operating Income, as determined in accordance with GAAP.

Omnicom Group Inc.

(Unaudited)
(Dollars in Millions, Except Per Share Data)

Nine Months Ended September 30,	2010		2009
Revenue	$	8,955.7	$	8,454.9
Operating expenses, excluding amortization of intangibles		7,884.4		7,438.4
Earnings before interest, taxes and amortization of intangibles (a)		1,071.3		1,016.5
Amortization of intangibles		50.7		41.2
Operating income		1,020.6		975.3
Net interest expense		77.7		72.1
Income before income taxes		942.9		903.2
Income tax expense		320.8		308.9
Income from equity method investments		23.1		20.5
Net Income		645.2		614.8
Less: Net income attributed to noncontrolling interests		64.0		51.3
Net Income - Omnicom Group Inc.		581.2		563.5
Less: Net income allocated to participating securities		5.6		6.6
Net income available for common shares	$	575.6	$	556.9
Net Income per common share - Omnicom Group Inc.
Basic	$	1.90	$	1.81
Diluted	$	1.88	$	1.80
Weighted average shares (in millions)
Basic		302.7		308.0
Diluted		306.9		309.5
Dividend declared per common share	$	0.60	$	0.45

(a)      Earnings before interest, taxes and amortization of intangibles (“EBITA”) is a non-GAAP financial measure within the meaning of applicable SEC rules and regulations. Management uses EBITA as an additional operating performance measure, which excludes acquisition related amortization expense, because it believes that EBITA is a useful measure to evaluate the performance of our businesses. EBITA is not, nor should not be used as a substitute for Operating Income, as determined in accordance with GAAP.

EX-99.2

Exhibit 99.2

	Investor Presentation
	Third Quarter 2010 Results      October 19, 2010

Disclosure

The following materials have been prepared for use in the October 19, 2010 conference call on Omnicom’s results of operations for the period ended September 30, 2010. 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 Reform 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, global economic conditions and renewed turmoil in the credit markets, 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, and our international operations, which are subject to the risks of currency fluctuations and foreign exchange controls. In some cases, forward -looking statements can 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 our present expectations. Actual events or results may differ. 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 per share amounts. 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.

      October 19, 2010 1

2010 vs. 2009 P&L Summary

	Third Quarter (b)								Year to Date (b)
	2010			2009			%D		2010			2009			%D
Revenue	$	2,994.6		$	2,837.6		5.5	%	$	8,955.7		$	8,454.9		5.9	%
EBITA (a)		332.1			309.5		7.3	%		1,071.3			1,016.5		5.4	%
% Margin		11.1	%		10.9	%				12.0	%		12.0	%
Amortization of Intangibles		18.0			14.7					50.7			41.2
Operating Income (a)		314.1			294.8		6.5	%		1,020.6			975.3		4.6	%
% Margin		10.5	%		10.4	%				11.4	%		11.5	%
Net Interest Expense		29.8			28.9					77.7			72.1
Income Before Taxes		284.3			265.9		6.9	%		942.9			903.2		4.4	%
% Margin		9.5	%		9.4	%				10.5	%		10.7	%
Taxes		96.9			90.5					320.8			308.9
% Tax Rate		34.1	%		34.0	%				34.0	%		34.2	%
Income from Equity Method Investments		8.2			7.3					23.1			20.5
Net Income		195.6			182.7					645.2			614.8
Less: Noncontrolling Interests		(21.0	)		(17.1	)				(64.0	)		(51.3	)
Net Income - Omnicom Group		174.6			165.6		5.4	%		581.2			563.5		3.1	%
Less: Net Income Allocated to Participating Securities		(1.7	)		(1.8	)				(5.6	)		(6.6	)
Net Income Available for Common Shares	$	172.9		$	163.8				$	575.6		$	556.9
Net Income per Common Share - Omnicom Group -Diluted	$	0.57		$	0.53		7.5	%	$	1.88		$	1.80		4.4	%

(a)	EBITA and Operating income includes depreciation expense of $44.5 million and $45.4 million for the three months and $134.9 million and $132.6 million for the nine months ended September 30, 2010 and 2009, respectively.
(b)	See page 20 for additional earnings per share information and page 22 for reconciliation of non-GAAP measures.

      October 19, 2010 2

2010 Total Revenue Change

	Third Quarter				Year to Date
	$			%D	$		%D
Prior Period Revenue	$	2,837.6			$	8,454.9
Foreign Exchange (FX) Impact (a)		(52.9	)	-1.9%		59.1	0.7%
Acquisition Revenue (b)		19.6		0.7%		18.1	0.2%
Organic Revenue (c)		190.3		6.7%		423.6	5.0%
Current Period Revenue	$	2,994.6		5.5%	$	8,955.7	5.9%

(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.

      October 19, 2010 3

2010 Revenue by Discipline

	$ Mix		% Change(a)		% Organic Change(b)
Advertising	$	1,331.9	6.1	%	6.5	%
CRM		1,108.4	4.7	%	7.3	%
PR		279.9	5.1	%	5.4	%
Specialty		274.4	6.3	%	6.8	%

	$ Mix		% Change(a)		% Organic Change(b)
Advertising	$	4,008.7	5.3	%	3.1	%
CRM		3,261.7	6.6	%	6.4	%
PR		846.7	6.1	%	4.6	%
Specialty		838.6	6.3	%	9.3	%

(a)	“Change” is the year-over-year increase from the prior period.
(b)	“Organic Change” reflects the year-over-year increase in revenue from the prior period, excluding the FX Impact and Acquisition Revenue, as defined on page 3.

      October 19, 2010 4

2010 Revenue By Geography

	$ Mix		$ Change(a)
United States	$	1,617.1	$	125.9
Organic				125.9
Acquisition				-
International	$	1,377.5	$	31.1
Organic				64.4
Acquisition				19.6
FX				(52.9	)

	$ Mix		%Change(a)		%Organic Change (b)
United States	$	1,617.1	8.4	%	8.4	%
Euro Currency Markets		551.5	-8.5	%	1.2	%
United Kingdom		270.9	3.0	%	8.9	%
Other		555.1	15.5	%	7.1	%

	$ Mix		$ Change(a)
United States	$	4,846.7	$	298.7
Organic				328.2
Acquisition				(29.5	)
International	$	4,109.0	$	202.1
Organic				95.4
Acquisition				47.6
FX				59.1

	$ Mix		%Change(a)		%Organic Change (b)
United States	$	4,846.7	6.6	%	7.2	%
Euro Currency Markets		1,714.5	-4.9	%	-1.6	%
United Kingdom		780.2	4.6	%	5.2	%
Other		1,614.3	18.9	%	6.3	%

(a)	“Change” is the year-over-year increase or decrease from the prior period.
(b)	“Organic Change” reflects the year-over-year increase or decrease in revenue from the prior period, excluding the FX Impact and Acquisition Revenue, as defined on page 3.

      October 19, 2010 5

Cash Flow – GAAP Presentation (condensed)

	Nine Months Ended September 30,
	2010			2009
Net Income (a)	$	645.2		$	614.8
Share-Based Compensation Expense		51.9			56.7
Gain on Remeasurement of Affiliate (a)		(14.0	)		-
Depreciation and Amortization		185.6			173.8
Other Non-Cash Items to Reconcile to Net Cash Provided by Operating Activities, net		(25.9	)		4.9
Other Changes in Operating Capital		(799.3	)		(397.1	)
Net Cash Provided by Operating Activities		43.5			453.1
Capital Expenditures		(98.1	)		(93.4	)
Acquisitions		(115.4	)		(112.6	)
Proceeds from Sale of Investments, net		4.3			28.5
Net Cash Used in Investing Activities		(209.2	)		(177.5	)
Dividends		(169.2	)		(140.3	)
Proceeds from Short-term Debt, net		33.1			157.9
Proceeds from Long-term Debt, net		990.4			497.8
Repayment of Convertible Debt		(66.5	)		(1,316.7	)
Stock Repurchases		(567.0	)		(13.3	)
Proceeds from Stock Plans		105.2			10.1
Excess Tax Benefit on Stock-based Compensation		16.4			-
Payments to Noncontrolling Interests		(26.5	)		(12.3	)
Other Financing Activities, net		(58.6	)		(53.9	)
Net Cash Provided by (Used in) Financing Activities		257.3			(870.7	)
Effect of exchange rate changes on cash and cash equivalents		10.7			95.2
Net Increase (Decrease) in Cash and Cash Equivalents	$	102.3		$	(499.9	)

(a) In the third quarter of 2010, we recorded a non-cash pre-tax remeasurement gain of $14.0 million. Further, we recorded a pre-tax charge of $13.1 million related to the disposal of four underperforming businesses in Europe.

      October 19, 2010 6

Current Credit Picture

	12 Months Ended September 30,
	2010			2009
EBITDA (a)	$	1,675		$	1,657
Gross Interest Expense (a)		129.9			120.7
EBITDA / Gross Interest Expense		12.9	x		13.7	x
Total Debt / EBITDA		1.9	x		1.5	x
Debt
Bank Loans (Due Less Than 1 Year)	$	63		$	33
CP Issued Under $2.5B Revolver Due 6/23/11		-			144
Borrowings Under $2.5B Revolver Due 6/23/11		-			-
Convertible Notes Due 2/7/31		-			6
Convertible Notes Due 7/31/32 (b)		253			253
Convertible Notes Due 7/1/38 (c)		407			467
Senior Notes Due 4/15/16		997			997
Senior Notes Due 7/15/19		497			497
Senior Notes Due 8/15/20		997			-
Other Debt		7			16
Total Debt	$	3,221		$	2,413
Cash and Short Term Investments		1,698			613
Net Debt	$	1,523		$	1,800

(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 22).
(b)	The next put date for our Convertible Notes due 2032 is August 1, 2011.
(c)	The next put date for our Convertible Notes due 2038 is June 17, 2013.

      October 19, 2010 7

Current Liquidity Picture

			As of September 30, 2010
	Total Amount of Facility		Outstanding (c)		Available
Committed Facilities
Revolver & Commercial Paper (a)	$	2,500	$	-	$	2,500
Other Committed Credit Facilities		63		63		-
Total Committed Facilities		2,563		63		2,500
Uncommitted Facilities (b)		581		-		-	(b)
Total Credit Facilities	$	3,144	$	63	$	2,500
Cash and Short Term Investments						1,698
Total Liquidity Available					$	4,198

(a)	Credit facility expires June 23, 2011.
(b)	Represents uncommitted facilities primarily outside the United States. These amounts are excluded from our available liquidity for purposes of this presentation.
(c)	For the three month period ended September 30, 2010, the average borrowings under our facilities were as follows: commercial paper facilities $419 million and other facilities $58 million. There were no borrowings under the revolver facility during the period. Commercial paper issuances were significantly reduced in the quarter following the issuance in August of our $1 billion Senior Notes due 2020.

      October 19, 2010 8

                                Omnicom Debt Structure Supplemental Information

Omnicom Debt Structure

The above chart sets forth Omnicom’s debt outstanding at September 30, 2010. The amounts reflected above for the 2016, 2019 and 2020 Senior Notes represent the principal amount of these notes at maturity on April 15, 2016, July 15, 2019 and August 15, 2020, respectively.

      October 19, 2010 10

Omnicom Debt Structure

The Bank Facility and Commercial Paper Program together provide additional 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 2032 Convertible Notes are putable in August 2011 and annually in July thereafter until maturity. Our 2038 Convertible Notes are putable in June 2013, 2018, 2023 and annually thereafter until maturity.

Other borrowings at September 30, 2010 include short-term borrowings of $63 million and other debt of $7 million, which are due in less than one year. For purposes of this presentation we have included these borrowings as outstanding through June 2011, the date of expiration of our five-year credit facility.

      October 19, 2010 11

Senior Notes Due 2020

Principal Amount	$1 Billion
Co - Issuers	Omnicom Group, Omnicom Finance, Omnicom Capital
Date	August 5, 2010
Maturity	August 15, 2020
Security	Unsecured, pari passu with Bank Facility
Coupon	4.45%
Spread Over Comparable Treasury at Issue	1.55%
Rating	Moody’s: Baa1 S&P: BBB+ Fitch: A-

      October 19, 2010 12

Senior Notes Due 2019

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%
Rating	Moody’s: Baa1 S&P: BBB+ Fitch: A-

      October 19, 2010 13

Senior Notes Due 2016

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: BBB+ Fitch: A-

In August 2010, we entered into a series of interest rate swap agreements to hedge the risk of changes in fair value of the $1 billion principal amount of our 5.90% Senior Notes due April 15, 2016 (“2016 Notes”). Under the terms of these agreements, we will receive fixed interest rate payments and will make variable interest rate payments on the total principal value of the 2016 Notes. These agreements effectively convert the 2016 Notes from fixed rate debt to floating rate debt from the date we entered into the swaps through the maturity of the 2016 Notes. The swap agreements qualify as a hedge for accounting purposes at inception and at September 30, 2010 and are designated as a fair value hedge on the 2016 Notes. The variable interest rate we pay is based on the one month and three month U.S. LIBOR rate, flat. The fixed rate we receive is 1.766%. The swaps mature on April 15, 2016, the maturity date of the 2016 Notes.

      October 19, 2010 14

2032 Convertible Notes

Principal Amount	$253 Million
Co - Issuers	Omnicom Group, Omnicom Finance, Omnicom Capital
Date	March 6, 2002
Maturity	July 31, 2032, with a put in August 2011 and annually in
	July thereafter until maturity
Security	Unsecured, pari passu with Bank Facility
Coupon	0.00%
Conversion Price	$55
Rating	Moody’s: Baa1 S&P: BBB+ Fitch: A-

      October 19, 2010 15

2038 Convertible Notes

Principal Amount	$407 Million
Co - Issuers	Omnicom Group, Omnicom Finance, Omnicom Capital
Date	June 10, 2003
Maturity	July 1, 2038 with puts in June of 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: BBB+ Fitch: A-

      October 19, 2010 16

Current Bank Credit Facility

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

      October 19, 2010 17

Current Omnicom Credit Ratings

	Moody’s	S&P	Fitch
Long Term Ratings	Baa1	BBB+	A-
Short Term Ratings	P2	A2	F2
Outlook	Stable	Stable	Stable

Note: Reflects credit ratings as of October 15, 2010.

      October 19, 2010 18

                                Supplemental Financial Information

2010 vs. 2009 Earnings Per Share

	Third Quarter						Year to Date
	2010			2009			2010			2009
Net Income per Common Share - Omnicom Group:
Basic	$	0.58		$	0.53		$	1.90		$	1.81
Diluted		0.57			0.53			1.88			1.80
Net Income Available for Common Shares:
Net Income - Omnicom Group	$	174.6		$	165.6		$	581.2		$	563.5
Net Income Allocated to Participating Securities		(1.7	)		(1.8	)		(5.6	)		(6.6	)
Net Income Available for Common Shares	$	172.9		$	163.8		$	575.6		$	556.9
Weighted Average Shares (millions):
Basic		299.3			308.6			302.7			308.0
Diluted		303.5			311.6			306.9			309.5
Dividend Declared per Share	$	0.20		$	0.15		$	0.60		$	0.45

      October 19, 2010 20

Acquisition Related Expenditures

	Nine Months YTD 2010
New Subsidiary Acquisitions (a)	$	6
Affiliates to Subsidiaries (b)		10
Affiliates (c)		2
Existing Subsidiaries (d)		26
Earn-outs (e)		98
Total Acquisition Expenditures (f)	$	142

(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 which are recorded to Equity – Noncontrolling Interest.
(e)	Includes additional consideration paid for acquisitions completed in prior periods.
(f)	Total Acquisition Expenditures figure is net of cash acquired.

      October 19, 2010 21

Reconciliation of non-GAAP Measures

	3 Months Ended September 30,						9 Months Ended September 30,						12 Months Ended September 30,
	2010			2009			2010			2009			2010			2009
EBITDA	$	376.6		$	355.0		$	1,206.2		$	1,149.1		$	1,674.7		$	1,657.3
Depreciation		44.5			45.4			134.9			132.6			188.8			177.7
EBITA		332.1			309.6			1,071.3			1,016.5			1,485.9			1,479.6
Amortization of Intangibles		18.0			14.8			50.7			41.2			65.8			55.9
Operating Income		314.1			294.8			1,020.6			975.3			1,420.1			1,423.7
Net Interest Expense		29.8			28.9			77.7			72.1			106.2			96.0
Income Before Tax		284.3			265.9			942.9			903.2			1,313.9			1,327.7
Taxes		96.9			90.5			320.8			308.9			445.5			450.9
Income from Equity Method Investments		8.2			7.3			23.1			20.5			33.4			36.5
Net Income		195.6			182.7			645.2			614.8			901.8			913.3
Less: Net Income Attributed to Noncontrolling Interests		(21.0	)		(17.1	)		(64.0	)		(51.3	)		(91.0	)		(78.8	)
Net Income - Omnicom Group	$	174.6		$	165.6		$	581.2		$	563.5		$	810.8		$	834.5

The above reconciles EBITDA & EBITA to the GAAP financial measures for the periods presented.

EBITDA and EBITA are non-GAAP financial measures 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 ratios as presented on pages 7 & 17 of this presentation. Management uses EBITA as an additional operating performance measure, which excludes acquisition-related amortization expense, because it believes that EBITA is a useful measure to evaluate the performance of our businesses. EBITDA and EBITA are not, and should not, be used as substitutes for Operating Income as determined in accordance with GAAP and are only used to measure our compliance with our debt covenants and as an additional performance measure of our businesses.

      October 19, 2010 22

Third Quarter Acquisition

Omnicom Media Group Middle East and North Africa

Omnicom Media Group Middle East and North Africa is a leading full service media agency offering an integrated suite of services to both international and domestic clients in the United Arab Emirates and North Africa through the OMD and PHD brands. The company has a subsidiary in Saudi Arabia. Its offering includes media strategy, planning and buying across all media channels.

The company has operated as an affiliate of our BBDO and TBWA networks since 2002 and is headquartered in Dubai, United Arab Emirates.

      October 19, 2010 23