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): April 19, 2011

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 April 19, 2011, Omnicom Group Inc. (“Omnicom”) issued an earnings release reporting its financial results for the three months ended March 31, 2011. 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 months ended March 31, 2011 were discussed. The investor presentation materials used for the call are attached as Exhibit 99.2 hereto.

     On April 19, 2011, 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 April 19, 2011.
99.2	Investor presentation materials dated April 19, 2011.

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: April 19, 2011

2

EXHIBIT INDEX

Exhibit
Number	Description
99.1	Earnings release dated April 19, 2011.
99.2	Investor presentation materials dated April 19, 2011.

3

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Contact:	Randall Weisenburger
	212-415-3393

Omnicom Reports First Quarter 2011 Results

NEW YORK, APRIL 19, 2011 - Omnicom Group Inc. (NYSE-OMC) today announced that its net income for the first quarter of 2011 increased 23.6% to $201.9 million from $163.4 million in the first quarter of 2010. Omnicom’s diluted net income per common share in the first quarter of 2011 increased 32.7% to $0.69 per share from $0.52 per share in the first quarter of 2010.

Worldwide revenue for the first quarter of 2011 increased 7.9% to $3,151.3 million from $2,920.0 million in the first quarter of 2010. Domestic revenue for the first quarter of 2011 increased 3.8% to $1,652.5 million compared to $1,592.8 million in the first quarter of 2010. International revenue for the first quarter of 2011 increased 12.9% to $1,498.8 million compared to $1,327.2 million in the first quarter of 2010.

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 first quarter earnings conference call, go to www.omnicomgroup.com/InvestorRelations.

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

Omnicom Group Inc.

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

Three Months Ended March 31,	2011		2010
Revenue	$	3,151.3	$	2,920.0
Operating expenses, excluding amortization of intangibles		2,808.5		2,612.7
Earnings before interest, taxes and
amortization of intangibles (a)		342.8		307.3
Amortization of intangibles		20.7		16.3
Operating income		322.1		291.0
Net interest expense		32.1		24.1
Income before income taxes		290.0		266.9
Income tax expense		73.9		90.7
Income from equity method investments		1.0		4.7
Net Income		217.1		180.9
Less: Net income attributed to noncontrolling interests		15.2		17.5
Net Income - Omnicom Group Inc.		201.9		163.4
Less: Net income allocated to participating securities		2.0		1.7
Net income - Omnicom Group Inc.	$	199.9	$	161.7
Net income per common share - Omnicom Group Inc.
Basic	$	0.70	$	0.53
Diluted	$	0.69	$	0.52
Weighted average shares (in millions)
Basic		283.6		306.4
Diluted		289.2		311.0
Dividend declared per common share	$	0.25	$	0.20

(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 U.S. GAAP.

EX-99.2

Exhibit 99.2

	Investor Presentation
	First Quarter 2011 Results      April 19, 2011

Disclosure

The following materials have been prepared for use in the April 19, 2011 conference call on Omnicom’s results of operations for the period ended March 31, 2011. 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, including those that are described in our 2010 Annual Report of Form 10-K under Item 1A - Risk Factors and Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations, include, but are not limited to, our future financial position and results of operations, future global economic conditions and conditions in the credit markets, losses on media purchases and production costs incurred on behalf of clients, reductions in client spending and/or a slowdown in client payments, competitive factors, changes in client communication requirements, managing conflicts of interest, the hiring and retention of personnel, maintaining a highly skilled workforce, our ability to attract new clients and retain existing clients, reliance on information technology systems, changes in government regulations impacting our advertising and marketing strategies, risks associated with assumptions we make in connection with our critical accounting estimates and legal proceedings, 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.

Non-GAAP Financial Measures

We provide herein financial measures determined in accordance with accounting principles generally accepted in the United States (“GAAP”) and adjustments to the GAAP presentation (“Non-GAAP”) which we believe are meaningful for understanding our performance. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP. Non-GAAP financial measures as reported by us may not be comparable to similarly titled amounts reported by other companies. We provide a reconciliation of non-GAAP measures to the comparable GAAP measures on pages 27 and 28, as well as pages 3, 23 and 24.

The measures used in this presentation include the following:

Net Free Cash Flow, defined as Free Cash Flow (defined below) less the Primary Uses of Cash (defined below). Net Free Cash Flow is one of the metrics used by us to assess our sources and uses of cash and was derived from our consolidated statements of cash flows. We believe that this presentation is meaningful for understanding our primary sources and primary uses of that cash flow. Free Cash Flow, defined as net income plus depreciation, amortization and share based compensation expense less other non-cash items to reconcile to net cash provided by operating activities and capital expenditures. Primary Uses of Cash, defined as dividends to common shareholders, dividends paid to noncontrolling interest shareholders, cash paid on acquisitions, payments for additional interest in controlled subsidiaries and stock repurchases, net of the proceeds and excess tax benefit from our stock plans, and excludes changes in working capital and other investing and financing activities, including commercial paper issuances and redemptions used to fund these working capital changes.

EBITDA, defined as operating income before interest, taxes, depreciation and amortization. We believe EBITDA is more meaningful for purposes of this analysis because the financial covenants in our credit facilities are based on EBITDA.

EBITA, defined as operating income before interest, taxes and amortization. We use EBITA as an additional operating performance measure, which excludes acquisition-related amortization expense, because we believe that EBITA is a useful measure to evaluate the performance of our businesses.

Net Debt, defined as total debt less cash, cash equivalents and short-term investments. We believe net debt, together with the comparable U.S. GAAP measures, reflects one of the metrics used by us to assess our cash management.

After Tax Operating Income , defined as operating income less income taxes calculated using the effective tax rate for the applicable period.

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.

April 19, 2011 1

2011 vs. 2010 P&L Summary

	First Quarter (a)
	2011		2010		%D
Revenue	$	3,151.3	$	2,920.0	7.9%
EBITA (b)		342.8		307.3	11.6%
% Margin		10.9%		10.5%
Amortization of Intangibles		20.7		16.3
Operating Income (c)		322.1		291.0	10.7%
% Margin		10.2%		10.0%
Net Interest Expense		32.1		24.1
Income Before Income Taxes		290.0		266.9	8.7%
% Margin		9.2%		9.1%
Income Taxes (c)		73.9		90.7
% Tax Rate		25.5%		34.0%
Income from Equity Method Investments		1.0		4.7
Net Income		217.1		180.9
Less: Noncontrolling Interests		15.2		17.5
Net Income - Omnicom Group		201.9		163.4	23.6%
Less: Net Income Allocated to Participating Securities		2.0		1.7
Net Income Available for Common Shares	$	199.9	$	161.7
Net Income per Common Share - Omnicom Group - Diluted	$	0.69	$	0.52	32.7%

(a)	See page 22 for additional earnings per share information.
(b)	EBITA is a Non-GAAP financial measure. See page 1 for the definition of this measure and page 27 for the reconciliation of Non-GAAP measures.
(c)	See pages 3, 23 and 24 for a reconciliation of the effect of the remeasurement gain and repositioning actions recognized in the first quarter of 2011 on operating income, income before income taxes and income taxes.

April 19, 2011 2

2011 Non-GAAP Measures – Impact of Remeasurement Gain and Repositioning Actions

	Remeasurement		Repositioning
	Gain		Actions
Salary & Service Expenses	$	-	$	(92.8)
Office and General Expenses, excluding Depreciation and Amortization		123.4		(38.5)
Depreciation Expense		-		-
Amortization of Intangibles		-		-
Total Operating Expenses		123.4		(131.3)
Operating Income		(123.4)		131.3
Net Interest Expense		-		-
Income Before Income Taxes	$	(123.4)	$	131.3

The table above presents the impact of the remeasurement gain and repositioning actions taken in the first quarter.

We recorded a $123.4 million non-cash gain resulting from the remeasurement to fair value of our existing ownership interests in the Clemenger Group, our affiliate in Australia and New Zealand, in which we acquired a controlling interest. The acquisition brought our ownership up to 74.7% from 46.7%. The difference between the fair value of our shares in Clemenger Group at the acquisition date and the carrying value of our investment held prior to the acquisition resulted in the remeasurement gain.

We recognized repositioning charges of $131.3 million that were the result of our strategic review that is focused on improving our strategic position and operations. Our repositioning actions included $92.8 million in severance costs and $38.5 million in lease termination, asset and goodwill write-offs, net of gain on dispositions.

See pages 23 and 24 for a reconciliation of the effect of the remeasurement gain and repositioning actions recognized in the first quarter of 2011 on operating expense and income before income taxes.

April 19, 2011 3

2011 Total Revenue Change

	First Quarter
	$		%D
Prior Period Revenue	$	2,920.0
Foreign Exchange (FX) Impact (a)		37.0	1.3%
Acquisition/Disposition Revenue (b)		41.9	1.4%
Organic Revenue (c)		152.4	5.2%
Current Period Revenue	$	3,151.3	7.9%

(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/Disposition 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.

April 19, 2011 4

2011 Revenue by Discipline

			% Organic
	$ Mix	% Change (a)	Change (b)
Advertising	$        1,414.2	7.8%	4.2%
CRM	1,162.2	8.9%	7.1%
PR	286.4	3.9%	1.9%
Specialty	288.5	8.8%	6.6%

(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/Disposition Revenue, as defined on page 4.

April 19, 2011 5

2011 Revenue by Geography

	$ Mix		$ Change(a)
United States	$	1,652.5	$	59.7
Organic				65.1
Acquisition/Disposition				(5.4)
International	$	1,498.8	$	171.6
Organic				87.3
Acquisition/Disposition				47.3
FX				37.0

				%Organic
	$ Mix		%Change(a)	Change (b)
United States	$	1,652.5	3.8%	4.1%
Euro Currency Markets		577.6	0.6%	2.1%
United Kingdom		280.0	12.4%	9.1%
Other		641.2	27.3%	10.4%

(a)	“Change” is the year-over-year increase or decrease 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/Disposition Revenue, as defined on page 4.

April 19, 2011 6

Revenue By Industry

Charts represent the amount of revenue attributable to each industry expressed as a percentage of the total revenue from Omnicom’s clients for the three months ended March 31, 2011 and 2010, respectively.

April 19, 2011 7

Cash Flow Performance

	Three Months Ended March 31
	2011		2010
Free Cash Flow:
Net Income	$	217.1	$	180.9
Depreciation and Amortization Expense		65.2		62.0
Share-based Compensation Expense		16.4		19.1
Gain on Remeasurement of Equity Interest in Clemenger Group		(123.4)		—
Other Non-Cash Items to Reconcile to Net Cash Provided by Operating Activities, net		0.4		(1.1)
Capital Expenditures		(15.5)		(25.2)
Free Cash Flow		160.2		235.7
Primary Uses of Cash:
Dividends		57.9		46.9
Dividends paid to Noncontrolling Interest Shareholders		24.9		26.2
Acquisitions, net of Proceeds from Sale of Investments		203.0		18.5
Payments for Additional Interest in Controlled Subsidiaries		12.6		3.0
Stock Repurchases, net of Proceeds & Tax Benefit from Stock Plans		301.5		239.0
Primary Uses of Cash		599.9		333.6
Net Free Cash Flow	$	(439.7)	$	(97.9)

The Free Cash Flow, Primary Uses of Cash and Net Free Cash Flow amounts presented above are Non-GAAP financial measures. See page 1 for the definition of these measures and page 28 for the reconciliation of Non-GAAP measures.

Additional information regarding our cash flows can be found in our condensed cash flow statement on page 25.

April 19, 2011 8

Current Credit Picture

Long-term Credit Ratings ^(a): BBB+ (S&P) Baa1 (Moody’s), A- (Fitch)
Outlook ^(a): Stable (S&P, Moody’s & Fitch)

	Twelve Months Ended March 31
	2011			2010
EBITDA (b)	$	1,747.5		$	1,632.3
Gross Interest Expense		146.9			125.1
EBITDA / Gross Interest Expense		11.9	x		13.0	x
Total Debt / EBITDA		1.8	x		1.4	x
Debt
Bank Loans (Due Less Than 1 Year)	$	64		$	30
CP Issued Under Revolver		-			-
Borrowings Under Revolver		-			-
Convertible Notes Due 7/31/32 (c)		253			253
Convertible Notes Due 7/1/38 (d)		407			467
Senior Notes Due 4/15/16 (e)		1,000			1,000
Senior Notes Due 7/15/19 (e)		500			500
Senior Notes Due 8/15/20 (e)		1,000			-
Other (f)		(12)			(5)
Total Debt	$	3,212		$	2,245
Cash and Short Term Investments		1,518			908
Net Debt (g)	$	1,694		$	1,337

(a)	Reflects credit ratings as of April 18, 2011.
(b)	EBITDA is a Non-GAAP financial measure. See page 1 for the definition of this measure and page 27 for the reconciliation of Non-GAAP measures.
(c)	The next put date for our Convertible Notes due 2032 is August 1, 2011.
(d)	The next put date for our Convertible Notes due 2038 is June 17, 2013.
(e)	Amounts reflected for the 2016, 2019 and 2020 Senior Notes represent the principal amount of these notes at maturity on April 13, 2016, July 15, 2019 and August 15, 2020 respectively.
(f)	Balance at March 31, 2011 in Other reflects the unamortized discount on the Senior Notes, as well as the effect of interest rate swap agreements entered into during 2010 (see further detail on the swap agreements on page 16).
(g)	Net Debt is a non-GAAP financial measure. See page 1 for the definition of this measure.

April 19, 2011 9

Current Liquidity Picture

	As of March 31, 2011
	Total Amount
	of Facility		Outstanding (c)		Available
Committed Facilities
Revolver & Commercial Paper (a)	$	2,000	$	-	$	2,000
Other Committed Credit Facilities		64		64		-
Total Committed Facilities		2,064		64		2,000
Uncommitted Facilities (b)		670		-		-	(b)
Total Credit Facilities	$	2,734	$	64	$	2,000
Cash and Short Term Investments						1,518
Total Liquidity Available					$	3,518

(a)	Credit facility terminates on December 9, 2013.
(b)	Represents uncommitted facilities primarily outside the United States. These amounts are excluded from our available liquidity for purposes of this presentation.
(c)	The average borrowings under our commercial paper facility for the three months ended March 31, 2011 were $329 million. There were no borrowings under the revolving credit facility during the year.

April 19, 2011 10

Historical Returns

Return on Invested Capital (ROIC) (a)	%
Twelve Months Ended March 31, 2011	15.7
Twelve Months Ended March 31, 2010	14.3

Return on Equity (ROE) (b)	%
Twelve Months Ended March 31, 2011	23.3
Twelve Months Ended March 31, 2010	21.8

(a)

Return on Invested Capital is After Tax Operating Income (a non-GAAP measure – see page 1 for the definition of this measure and page 28 for the reconciliation of non-GAAP measures) divided by the average of Invested Capital as at the beginning and end of the period (Book value of all long-term liabilities and short-term interest bearing debt plus shareholders’ equity less cash, cash equivalents and short term investments).

(b)

Return on Equity is Net Income for the given period divided by the average of shareholders equity at the beginning and end of the period.

April 19, 2011 11

                                Omnicom Debt Structure Supplemental Information

Omnicom Debt Structure

The above chart sets forth Omnicom’s debt outstanding at March 31, 2011. 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.

April 19, 2011 13

Omnicom Debt Maturity Profile

Our 2032 Convertible Notes are putable on August 1, 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 March 31, 2011 include short-term borrowings of $64 million which are due in less than one year. For purposes of this presentation we have included these borrowings as outstanding through December 2013, the date of expiration of our three-year credit facility.

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 aggregate principal amount of our 5.90% Senior Notes due April 15, 2016 (“2016 Notes”) attributable to changes in the benchmark interest rate. 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 inception of the swaps through the maturity of the 2016 Notes. The swap agreements qualify as a hedge for accounting purposes at inception and at March 31, 2011 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 same day as the 2016 Notes.

April 19, 2011 14

Current Bank Credit Facility

Amount	$2.0 Billion
Type	Unsecured Revolving Credit
Term	3 Years – December 2013
Facility Fee	20BP per annum
Drawn Rate	LIBOR +130BP
Financial Covenants	-Maximum Total Debt to EBITDA 3:1
	-Minimum EBITDA to Gross Interest Expense 5:1

April 19, 2011 15

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%
	Moody’s: Baa1
Rating	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 aggregate principal amount of our 5.90% Senior Notes due April 15, 2016 (“2016 Notes”) attributable to changes in the benchmark interest rate. 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 inception of the swaps through the maturity of the 2016 Notes. The swap agreements qualify as a hedge for accounting purposes at inception and at March 31, 2011 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 same day as the 2016 Notes.

April 19, 2011 16

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

April 19, 2011 17

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

April 19, 2011 18

2032 Convertible Notes

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

April 19, 2011 19

2038 Convertible Notes

Principal Amount	$407 Million
Co - Issuers	Omnicom Group, Omnicom Finance, Omnicom Capital
Date	June 10, 2003
	July 1, 2038 with puts in June of 2013, 2018, 2023 and
Maturity	annually thereafter until maturity
Security	Unsecured, pari passu with Bank Facility
Coupon	0.00%
Conversion Price	$51.50
	Moody’s: Baa1
Rating	S&P: BBB+
	Fitch: A-

April 19, 2011 20

                                Supplemental Financial Information

2011 vs. 2010 Earnings Per Share

	First Quarter
	2011		2010
Net Income per Common Share - Omnicom Group:
Basic	$	0.70	$	0.53
Diluted		0.69		0.52
Net Income Available for Common Shares:
Net Income - Omnicom Group	$	201.9	$	163.4
Net Income Allocated to Participating Securities		(2.0)		(1.7)
Net Income Available for Common Shares	$	199.9	$	161.7
Weighted Average Shares (millions):
Basic		283.6		306.4
Diluted		289.2		311.0
Dividend Declared per Share	$	0.25	$	0.20

April 19, 2011 22

2011 Non-GAAP Measures – Impact of Remeasurement Gain and Repositioning Actions on Operating Expenses

	Q1 2011,		Remeasurement		Repositioning		Q1 2011,
	As Reported		Gain		Actions		As Adjusted
Salary & Service Expenses	$	2,418.3	$	-	$	(92.8)	$	2,325.5
Office and General Expenses, excluding
Depreciation and Amortization		345.7		123.4		(38.5)		430.6
Depreciation Expense		44.5		-		-		44.5
Amortization of Intangibles		20.7		-		-		20.7
Total Operating Expenses	$	2,829.2	$	123.4	$	(131.3)	$	2,821.3

The table above presents the impact of the remeasurement gain and repositioning actions taken in the first quarter.

We recorded a $123.4 million non-cash gain resulting from the remeasurement to fair value of our existing ownership interests in the Clemenger Group, our affiliate in Australia and New Zealand, in which we acquired a controlling interest. The acquisition brought our ownership up to 74.7% from 46.7%. The difference between the fair value of our shares in Clemenger Group at the acquisition date and the carrying value of our investment held prior to the acquisition resulted in the remeasurement gain.

We recognized repositioning charges of $131.3 million that were the result of our strategic review that is focused on improving our strategic position and operations. Our repositioning actions included $92.8 million in severance costs and $38.5 million in lease termination charges, and goodwill and asset write-offs, net of gain on dispositions.

April 19, 2011 23

2011 Non-GAAP Measures – Impact of Remeasurement Gain and Repositioning Actions on Income Taxes

	Income Before		Income
	Income Taxes		Taxes
As Reported	$	290.0	$	73.9
Adjustments:
Less: Gain on Remeasurement of Equity Interest in Clemenger Group		(123.4)		(2.8)
Plus: Repositioning Actions		131.3		39.5
Less: Tax Provision - FIN 48 Accrual		-		(9.0)
As Adjusted		297.9		101.6
% Tax Rate, as adjusted				34.1%

The table above presents Income Before Income Taxes, as adjusted and Income Taxes, as adjusted. These are Non-GAAP financial measures. Both Income Before Income Taxes, as adjusted and Income Taxes, as adjusted exclude the gain on the remeasurement of our equity interest in Clemenger Group and the repositioning charges recognized in the first quarter of 2011, as well as the tax provision we recorded in accordance with ASC 740 (FIN 48) accrual during the quarter.

We recorded a $123.4 million non-cash gain resulting from the remeasurement to fair value of our existing ownership interests in the Clemenger Group, our affiliate in Australia and New Zealand, in which we acquired a controlling interest. The acquisition brought our ownership up to 74.7% from 46.7%. The difference between the fair value of our shares in Clemenger Group at the acquisition date and the carrying value of our investment held prior to the acquisition resulted in the remeasurement gain.

We recognized repositioning charges of $131.3 million that were the result of our strategic review that is focused on improving our strategic position and operations. Our repositioning actions included $92.8 million in severance costs and $38.5 million in lease termination charges, and goodwill and asset write-offs, net of gain on dispositions.

April 19, 2011 24

Condensed Cash Flow

	Three Months Ended March 31
	2011		2010
Net Income	$	217.1	$	180.9
Share-Based Compensation Expense		16.4		19.1
Depreciation and Amortization		65.2		62.0
Gain on Remeasurement of Equity Interest in Clemenger Group		(123.4)		—
Other Non-Cash Items to Reconcile to Net Cash Provided by Operating Activities, net		0.4		(1.1)
Changes in Operating Capital		(373.5)		(538.8)
Net Cash Used in Operating Activities		(197.8)		(277.9)
Capital Expenditures		(15.5)		(25.2)
Acquisitions, net of Proceeds from Sale of Investments		(203.0)		(18.5)
Net Cash Used in Investing Activities		(218.5)		(43.7)
Dividends		(57.9)		(46.9)
Dividends paid to Noncontrolling Interest Shareholders		(24.9)		(26.2)
Proceeds from Short-term & Long-tem Debt, net		9.7		(2.8)
Repayment of Convertible Debt		(0.1)		(5.7)
Stock Repurchases, net of Proceeds from Stock Plans and Excess Tax Benefit from    Stock Plans		(301.5)		(239.0)
Payments for Additional Interest in Controlled Subsidiaries		(12.6)		(3.0)
Other Financing Activities, net		(2.7)		(5.6)
Net Cash Used in Financing Activities		(390.0)		(329.2)
Effect of exchange rate changes on cash and cash equivalents		29.8		(35.8)
Net Decrease in Cash and Cash Equivalents	$	(776.5)	$	(686.6)

April 19, 2011 25

2011 Acquisition Related Expenditures

	First Quarter 2011
New Subsidiary Acquisitions (a)	$	119
Affiliates to Subsidiaries (b)		92
Affiliates (c)		-
Additional Interest in Controlled Subsidiaries (d)		13
Earn-outs (e)		-
Total Acquisition Expenditures (f)	$	224

(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.

April 19, 2011 26

Reconciliation of Non-GAAP Measures

	3 Months Ended March 31,				12 Months Ended March 31,
	2011		2010		2011		2010
Revenue	$	3,151.3	$	2,920.0	$	12,773.9	$	11,894.1
Operating Expenses, excluding Depreciation and Amortization		2,764.0		2,567.0		11,026.4		10,261.8
EBITDA		387.3		353.0		1,747.5		1,632.3
Depreciation		44.5		45.7		181.0		189.3
EBITA		342.8		307.3		1,566.5		1,443.0
Amortization of Intangibles		20.7		16.3		75.2		59.5
Operating Income		322.1		291.0		1,491.3		1,383.5
Net Interest Expense		32.1		24.1		117.8		103.5
Income Before Tax		290.0		266.9		1,373.5		1,280.0
Taxes		73.9		90.7		443.3		435.6
Income from Equity Method Investments		1.0		4.7		29.8		29.6
Net Income		217.1		180.9		960.0		874.0
Less: Net Income Attributed to Noncontrolling Interests		15.2		17.5		93.7		82.1
Net Income - Omnicom Group	$	201.9	$	163.4	$	866.3	$	791.9

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 page 9 of this presentation.

April 19, 2011 27

Reconciliation of Non-GAAP Measures

	Three Months Ended March 31
	2011		2010
Net Free Cash Flow	$	(439.7)	$	(97.9)
Cash Flow items excluded from Net Free Cash Flow:
Changes in Operating Capital		(373.5)		(538.8)
Proceeds from Short-term & Long-tem Debt, net		9.7		(2.8)
Repayment of Convertible Debt		(0.1)		(5.7)
Other Financing Activities excluding Dividends paid to Noncontrolling Interest    Shareholders, net		(2.7)		(5.6)
Effect of exchange rate changes on cash and cash equivalents		29.8		(35.8)
Net Decrease in Cash and Cash Equivalents	$	(776.5)	$	(686.6)
	Twelve Months Ended March 31
	2011		2010
Operating Income	$	1,491.3	$	1,383.5
Effective Tax Rate for the applicable period		32.3%		34.0%
Income Taxes on Operating Income		481.7		470.4
After Tax Operating Income	$	1,009.6	$	913.1

April 19, 2011 28

First Quarter Acquisition

BBDO has purchased a controlling interest in Clemenger Group Limited.

Clemenger has operated as an affiliate of the BBDO network since 1973 and is Australia and New Zealand’s largest marketing and communications group, with over 40 offices offering a full spectrum of marketing services including general advertising, CRM, consultancy and specialized marketing services.

Clemenger is headquartered in Melbourne, with additional agencies in Sydney, Brisbane, Adelaide, Perth and Hobart, Australia and in Auckland and Wellington, New Zealand.

April 19, 2011 29

First Quarter Acquisition

Founded in 1999, Communispace provides online consumer research services for the world's leading brands.

Communispace uses innovative market research practices and proprietary social media tools to build and manage vibrant online communities that marketers use to test ideas, generate feedback and gain insights into consumer attitudes and outlook.

Headquartered in Watertown, Massachusetts, Communispace will operate within the Diversified Agency Services network.

April 19, 2011 30

First Quarter Acquisition

Voce Communications is an award winning marketing and communications company. Founded in 1999, Voce helps clients build better brands through content creation and community engagement using a combination of public relations, social media marketing and web development strategies.

Located in Sunnyvale and San Francisco, California and Orlando, Florida, Voce Communications will operate as part of Porter Novelli group within the Diversified Agency Services network.

April 19, 2011 31

First Quarter Acquisition

Founded in 1998, Fanscape is a leading Social Media Marketing Agency, helping clients reach and activate consumers to foster digital “word of mouth”, brand awareness and positive engagement. Fanscape engages consumers and inspires word of mouth communication through fan & influencer outreach, site and blog integrations, digital content distribution, and social network loyalty & engagement services.

Located in Los Angeles, California, Fanscape will operate as part of the Marketing Arm division within the Diversified Agency Services network.

April 19, 2011 32

First Quarter Acquisition

Saffirio Tortelli Vigoriti is a full service advertising agency. Founded in 2004, STV has expertise in the automotive and banking industries.

The company is headquartered in Turin, Italy and will merge with DDB Milan. It will operate as part of DDB Worldwide.

April 19, 2011 33

First Quarter Acquisition

Founded in 1995, EJE is a leading full-service group in Puerto Rico. EJE provides traditional and non-traditional advertising in both mass media and online.

Based in San Juan, Puerto Rico, the company will operate as DDB Puerto Rico Group.

April 19, 2011 34