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 15, 2013

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):

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

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

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

¨ 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 15, 2013, Omnicom Group Inc. (“Omnicom”) published an earnings release reporting its financial results for the three and nine months ended September 30, 2013. A copy of the earnings release is attached as Exhibit 99.1 hereto. Following the publication of the earnings release, Omnicom hosted an earnings call in which its financial results were discussed. The investor presentation materials used for the call are attached as Exhibit 99.2 hereto.

On October 15, 2013, Omnicom posted the materials attached as Exhibits 99.1 and 99.2 on its web site (www.omnicomgroup.com).

As discussed on page 30 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 Securities and Exchange Commission 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 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1	Earnings release dated October 15, 2013.
99.2	Investor presentation materials dated October 15, 2013.

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 15, 2013

2

EXHIBIT INDEX

Exhibit Number	Description
99.1	Earnings release dated October 15, 2013.
99.2	Investor presentation materials dated October 15, 2013.

3

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Contact:	Randall Weisenburger
	212-415-3393

Omnicom Reports Third Quarter 2013 Results

NEW YORK, OCTOBER 15, 2013 - Omnicom Group Inc. (NYSE-OMC) today announced that its worldwide revenue in the third quarter of 2013 increased 2.5% to $3,490.5 million from $3,406.6 million in the third quarter of 2012. Domestic revenue for the third quarter of 2013 increased 3.2% to $1,815.5 million compared to $1,758.1 million in the third quarter of 2012. International revenue increased 1.6% to $1,675.0 million compared to $1,648.5 million in the third quarter of 2012.

For the quarter ended September 30, 2013, organic growth increased revenue 4.1%. Acquisitions, net of dispositions reduced revenue 1.0% and the impact of foreign exchange rates reduced revenue 0.6%.

Across our geographic markets, organic revenue increased 5.0% in the United States, 7.5% in the United Kingdom and 4.5% in our other markets, primarily from growth in Asia and Latin America, offset by an organic revenue decline of 1.6% in our Euro markets.

The change in organic revenue in the third quarter of 2013 compared to the third quarter of 2012 in our four fundamental disciplines was as follows: advertising increased 4.8%, CRM increased 2.3%, public relations increased 4.6% and specialty communications increased 8.3%.

Third quarter reported GAAP results include $28.1 million of pre-tax charges related to Omnicom’s proposed merger with Publicis Groupe, S.A. pursuant to the Business Combination Agreement entered into on July 27, 2013. This release also presents our results excluding the impact of these expenses. The results excluding the impact of the merger expenses are non-GAAP measures. We believe that investors should consider these non-GAAP measures, as they are indicative of our ongoing performance and reflect how management evaluates our operational results.

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

Omnicom Group Inc.

Excluding the impact of the merger expenses, our non-GAAP earnings before interest, taxes and amortization of intangibles (“EBITA”) in the third quarter of 2013 increased $18.7 million, or 4.5%, to $433.3 million from $414.6 million in the third quarter of 2012. Our adjusted non-GAAP EBITA margin for the third quarter of 2013 increased to 12.4% from 12.2% for the same period in 2012.

Excluding the impact of the merger expenses, Omnicom’s non-GAAP operating income in the third quarter of 2013 increased $20.2 million, or 5.2%, to $407.5 million compared to $387.3 million in the third quarter of 2012. Our adjusted non-GAAP operating margin for the third quarter of 2013 increased to 11.7% from 11.4% in the third quarter of 2012.

Excluding the impact of the merger expenses, net of the associated income tax benefits of $6.4 million, Omnicom’s non-GAAP net income for the third quarter of 2013 increased $13.8 million, or 6.8%, to $217.7 million from $203.9 million in the third quarter of 2012.

Excluding the net impact of the merger expenses on net income available for common shares of $21.1 million, non-GAAP diluted net income per common share in the third quarter increased eight cents per share, or 10.8%, to $0.82 per share versus $0.74 per share during the third quarter of 2012.

Our reported GAAP results include the merger expenses. Omnicom’s EBITA in the third quarter of 2013 decreased $9.4 million, or 2.3%, to $405.2 million from $414.6 in the third quarter of 2012. EBITA margins decreased to 11.6% for the third quarter of 2013, compared to 12.2% for the third quarter of 2012.

Operating income in the third quarter of 2013 decreased $7.9 million, or 2.0%, to $379.4 million compared to $387.3 million in the third quarter of 2012 and operating margin in the third quarter of 2013 decreased to 10.9% from 11.4% versus the third quarter of 2012.

Omnicom’s net income for the third quarter of 2013 decreased $7.9 million, or 3.9%, to $196.0 million from $203.9 million in the third quarter of 2012. Diluted net income per common share in the third quarter was unchanged at $0.74 per share versus the third quarter of 2012.

Page 2

Omnicom Group Inc.

Year-to-date

Worldwide revenue for the nine months ended September 30, 2013 increased 2.4% to $10,526.4 million from $10,274.8 million in the same period in 2012. Domestic revenue for the nine months ended September 30, 2013 increased 3.3% to $5,511.1 million from $5,337.0 million in the same period in 2012. International revenue for the nine months ended September 30, 2013 increased 1.6% to $5,015.3 million from $4,937.8 million in the same period in 2012.

For the nine months ended September 30, 2013, organic growth increased revenue 3.2%. Acquisitions, net of dispositions reduced revenue 0.2% and the impact of foreign exchange rates reduced revenue 0.6%.

Across our geographic markets, organic revenue for the first nine months of 2013 increased 3.9% in the United States, 5.9% in the United Kingdom and 5.0% in our other markets, primarily from growth in Asia and Latin America, offset by an organic revenue decline of 2.8% in our Euro markets.

The change in organic revenue in the first nine months of 2013 compared to the same period in 2012 in our four fundamental disciplines was as follows: advertising increased 5.0%, CRM increased 0.4%, public relations increased 3.4% and specialty communications increased 5.7%.

Excluding the impact of the aforementioned merger expenses, Omnicom’s non-GAAP EBITA for the nine months ended September 30, 2013 increased $47.2 million, or 3.5%, to $1,378.6 million from $1,331.4 million for the same period in 2012. Our adjusted non-GAAP EBITA margin increased to 13.1% for the first nine months of 2013 versus 13.0% during the same period of 2012.

Excluding the impact of the merger expenses, our non-GAAP operating income for the nine months ended September 30, 2013 increased $46.1 million, or 3.7% to $1,302.3 million compared to $1,256.2 million for the same period in 2012. Our adjusted non-GAAP operating margin for the first nine months of 2013 increased to 12.4% from 12.2% versus the first nine months of 2012.

Page 3

Omnicom Group Inc.

Excluding the impact of the merger expenses, net of the associated income tax benefits of $6.4 million, Omnicom’s non-GAAP net income for the nine months ended September 30, 2013 increased $21.2 million, or 3.1% to $712.4 million from $691.2 million for the same period in 2012.

Excluding the net impact of the merger expenses on net income available for common shares of $21.1 million, Omnicom’s non-GAAP diluted net income per common share for the nine months ended September 30, 2013 increased 17 cents, or 6.8%, to $2.66 per share, compared to $2.49 per share for the first nine months of 2012.

Our reported GAAP results include the merger expenses. Omnicom’s EBITA for the nine months ended September 30, 2013 increased 1.4%, or $19.1 million, to $1,350.5 million from $1,331.4 million for the same period in 2012. EBITA margins decreased to 12.8% for the first nine months of 2013 versus 13.0% during the same period of 2012.

Operating income for the nine months ended September 30, 2013 increased $18.0 million, or 1.4%, to $1,274.2 million compared to $1,256.2 million for the same period in 2012. Our operating margin for the first nine months of 2013 decreased to 12.1% from 12.2% versus the first nine months of 2012.

Net income for the nine months ended September 30, 2013 decreased marginally, or $0.5 million, to $690.7 million from $691.2 million for the same period in 2012.

Omnicom’s diluted net income per common share for the nine months ended September 30, 2013 increased nine cents, or 3.6%, to $2.58 per share, compared to $2.49 per share for the first nine months of 2012.

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.

Page 4

Omnicom Group Inc.

Summary of Selected Financial Information

Three Months Ended September 30

(Unaudited)

(Dollars in Millions, Except Per Share Data)

	2013 Non-GAAP (a)			2013 Reported		2012 Reported
Revenue	$	3,490.5		$	3,490.5	$	3,406.6
EBITA (a) (b)		433.3	(a)		405.2		414.6
Operating income (a)		407.5	(a)		379.4		387.3
Income tax expense (a)		122.6	(a)		116.2		118.7
Net Income - Omnicom Group Inc. (a)	$	217.7	(a)	$	196.0	$	203.9
Less: Net income allocated to participating securities (a)		5.4	(a)		4.8		4.5
Net income available for common shares (a)	$	212.3	(a)	$	191.2	$	199.4
Net income per common share - Omnicom Group Inc.
Diluted (a)	$	0.82	(a)	$	0.74	$	0.74

(a) Third quarter 2013 “Non-GAAP” figures exclude $28.1 million of pre-tax expenses incurred in connection with Omnicom’s proposed merger with Publicis Groupe S.A. and are primarily comprised of professional fees. The associated tax benefit related to these items is $6.4 million. The net impact of these items on net income available to common shareholders was $21.1 million. The impact on diluted earnings per common share was $0.08 per common share during the period presented. We believe that investors should consider these non-GAAP measures, as they are indicative of our ongoing performance and reflect how management evaluates our operational results. See page 6 attached to this release for a reconciliation of this non-GAAP financial information to GAAP.

(b) EBITA (defined as Earnings before interest, taxes and amortization of intangibles) is a non-GAAP measure. We use EBITA as an additional operating performance measure, which excludes the non-cash amortization expense of acquired intangible assets. We believe that EBITA is a useful measure to evaluate the performance of our businesses. Non-GAAP financial measures should not be considered in isolation from or as a substitute for financial information presented in compliance with U.S. GAAP. Non-GAAP financial measures reported by us may not be comparable to similarly titled amounts reported by other companies.

Page 5

Omnicom Group Inc.

Reconciliation of Non-GAAP Selected Financial Information to GAAP

Three Months Ended September 30

(Unaudited)

(Dollars in Millions, Except Per Share Data)

	2013 Reported		Merger Expenses		2013 Non-GAAP
EBITA	$	405.2		28.1		433.3
Operating income		379.4		28.1		407.5
Income tax expense		116.2		6.4		122.6
Net Income - Omnicom Group Inc.	$	196.0	$	21.7	$	217.7
Less: Net income allocated to participating securities		4.8		0.6		5.4
Net income available for common shares	$	191.2	$	21.1	$	212.3
Net income per common share - Omnicom Group Inc.
Diluted	$	0.74	$	0.08	$	0.82

The above table reconciles our reported 2013 results to the "2013 Non GAAP" amounts, which are non-GAAP financial measures. These measures exclude expenses incurred in connection with Omnicom’s proposed merger with Publicis Groupe, S.A., and are comprised primarily of professional fees. We believe that investors should consider the "Non GAAP" measures as they are indicative of our ongoing performance and reflect how management evaluates our operational results. Non-GAAP financial measures should not be considered in isolation from or as a substitute for financial information presented in compliance with U.S. GAAP. Non-GAAP financial measures reported by us may not be comparable to similarly titled amounts reported by other companies.

Page 6

Omnicom Group Inc.

Three Months Ended September 30

(Unaudited)

(Dollars in Millions, Except Per Share Data)

	2013 Reported		2012 Reported
Revenue	$	3,490.5	$	3,406.6
EBITA (a) (b)		405.2		414.6
Amortization of intangibles		25.8		27.3
Operating income		379.4		387.3
Net interest expense		42.8		40.3
Income before income taxes		336.6		347.0
Income tax expense		116.2		118.7
Income from equity method investments		4.3		5.3
Net Income		224.7		233.6
Less: Net income attributed to noncontrolling interests		28.7		29.7
Net Income - Omnicom Group Inc.		196.0		203.9
Less: Net income allocated to participating securities		4.8		4.5
Net income available for common shares	$	191.2	$	199.4
Net income per common share - Omnicom Group Inc.
Basic	$	0.74	$	0.75
Diluted	$	0.74	$	0.74
Weighted average shares (in millions)
Basic		258.2		266.6
Diluted		259.9		268.5
Dividend declared per common share	$	0.40	$	0.30

(a) Third quarter 2013 amounts include $28.1 million of pre-tax expenses incurred in connection with Omnicom’s proposed merger with Publicis Groupe S.A. and are primarily comprised of professional fees.

(b) EBITA (defined as Earnings before interest, taxes and amortization of intangibles) is a non-GAAP measure. We use EBITA as an additional operating performance measure, which excludes the non-cash amortization expense of acquired intangible assets. We believe that EBITA is a useful measure to evaluate the performance of our businesses. Non-GAAP financial measures should not be considered in isolation from or as a substitute for financial information presented in compliance with U.S. GAAP. Non-GAAP financial measures reported by us may not be comparable to similarly titled amounts reported by other companies.

Page 7

Omnicom Group Inc.

Summary of Selected Financial Information

Nine Months Ended September 30

(Unaudited)

(Dollars in Millions, Except Per Share Data)

	2013 Non-GAAP (a)			2013 Reported		2012 Reported
Revenue	$	10,526.4		$	10,526.4	$	10,274.8
EBITA (a) (b)		1,378.6	(a)		1,350.5		1,331.4
Operating income (a)		1,302.3	(a)		1,274.2		1,256.2
Income tax expense (a)		395.3	(a)		388.9		389.9
Net Income - Omnicom Group Inc. (a)	$	712.4	(a)	$	690.7	$	691.2
Less: Net income allocated to participating securities (a)		18.7	(a)		18.1		15.4
Net income available for common shares (a)	$	693.7	(a)	$	672.6	$	675.8
Net income per common share - Omnicom Group Inc.
Diluted (a)	$	2.66	(a)	$	2.58	$	2.49

(a) Year-to-date 2013 “Non-GAAP” figures exclude $28.1 million of pre-tax expenses incurred in connection with Omnicom’s proposed merger with Publicis Groupe S.A. and are primarily comprised of professional fees. The associated tax benefit related to these items is $6.4 million. The net impact of these items on net income available to common shareholders was $21.1 million. The impact on diluted earnings per common share was $0.08 per common share during the period presented. We believe that investors should consider these non-GAAP measures, as they are indicative of our ongoing performance and reflect how management evaluates our operational results. See page 9 attached to this release for a reconciliation of this non-GAAP financial information to GAAP.

(b) EBITA (defined as Earnings before interest, taxes and amortization of intangibles) is a non-GAAP measure. We use EBITA as an additional operating performance measure, which excludes the non-cash amortization expense of acquired intangible assets. We believe that EBITA is a useful measure to evaluate the performance of our businesses. Non-GAAP financial measures should not be considered in isolation from or as a substitute for financial information presented in compliance with U.S. GAAP. Non-GAAP financial measures reported by us may not be comparable to similarly titled amounts reported by other companies.

Page 8

Omnicom Group Inc.

Reconciliation of Non-GAAP Selected Financial Information to GAAP

Nine Months Ended September 30

(Unaudited)

(Dollars in Millions, Except Per Share Data)

	2013 Reported		Merger Expenses		2013 Non-GAAP
EBITA	$	1,350.5		28.1		1,378.6
Operating income		1,274.2		28.1		1,302.3
Income tax expense		388.9		6.4		395.3
Net Income - Omnicom Group Inc.	$	690.7	$	21.7	$	712.4
Less: Net income allocated to participating securities		18.1		0.6		18.7
Net income available for common shares	$	672.6	$	21.1	$	693.7
Net income per common share - Omnicom Group Inc.
Diluted	$	2.58	$	0.08	$	2.66

The above table reconciles our reported 2013 results to the "2013 Non GAAP" amounts, which are non-GAAP financial measures. These measures exclude expenses incurred in connection with Omnicom’s proposed merger with Publicis Groupe, S.A., and are comprised primarily of professional fees. We believe that investors should consider the "Non GAAP" measures as they are indicative of our ongoing performance and reflect how management evaluates our operational results. Non-GAAP financial measures should not be considered in isolation from or as a substitute for financial information presented in compliance with U.S. GAAP. Non-GAAP financial measures reported by us may not be comparable to similarly titled amounts reported by other companies.

Page 9

Omnicom Group Inc.

Nine Months Ended September 30

(Unaudited)

(Dollars in Millions, Except Per Share Data)

	2013 Reported		2012 Reported
Revenue	$	10,526.4	$	10,274.8
EBITA (a) (b)		1,350.5		1,331.4
Amortization of intangibles		76.3		75.2
Operating income		1,274.2		1,256.2
Net interest expense		124.6		104.3
Income before income taxes		1,149.6		1,151.9
Income tax expense		388.9		389.9
Income from equity method investments		10.5		11.9
Net Income		771.2		773.9
Less: Net income attributed to noncontrolling interests		80.5		82.7
Net Income - Omnicom Group Inc.		690.7		691.2
Less: Net income allocated to participating securities		18.1		15.4
Net income available for common shares	$	672.6	$	675.8
Net income per common share - Omnicom Group Inc.
Basic	$	2.60	$	2.51
Diluted	$	2.58	$	2.49
Weighted average shares (in millions)
Basic		259.0		269.6
Diluted		260.4		271.5
Dividend declared per common share	$	1.20	$	0.90

(a) Year-to-date 2013 amounts include $28.1 million of pre-tax expenses incurred in connection with Omnicom’s proposed merger with Publicis Groupe S.A. and are primarily comprised of professional fees.

(b) EBITA (defined as Earnings before interest, taxes and amortization of intangibles) is a non-GAAP measure. We use EBITA as an additional operating performance measure, which excludes the non-cash amortization expense of acquired intangible assets. We believe that EBITA is a useful measure to evaluate the performance of our businesses. Non-GAAP financial measures should not be considered in isolation from or as a substitute for financial information presented in compliance with U.S. GAAP. Non-GAAP financial measures reported by us may not be comparable to similarly titled amounts reported by other companies.

Page 10

EX-99.2

Exhibit 99.2

Third Quarter 2013 Results

October 15, 2013

Investor Presentation

2013 vs. 2012 P&L Summary – Third Quarter

Third Quarter

     2013 2013 2012 Non GAAP ^(a) Reported Reported

Revenue $ 3,490.5 $ 3,490.5 $ 3,406.6

EBITA ^{(a) (b)} 433.3 ^(c) 405.2 414.6

Margin % 12.4% ^(c) 11.6% 12.2%

Amortization of Intangibles 25.8 25.8 27.3

Operating Income ^(a) $ 407.5 ^(d) $ 379.4 $ 387.3

Margin % 11.7% ^(d) 10.9% 11.4%

(a) 2013 “Non GAAP” amounts are non-GAAP financial measures. To present the effect of the expenses incurred in connection with Omnicom’s proposed merger with Publicis Group SA (“Publicis”), these expenses, which are comprised primarily of professional fees, have been excluded from these amounts. See the 2013 “Reported” amounts on this page for the GAAP presentation and page 24 for the reconciliation of non-GAAP measures.

(b) EBITA is a non-GAAP financial measure. See page 30 for the definition of this measure and page 25 for the reconciliation of non-GAAP measures.

(c) 2013 “Non GAAP” EBITA has been adjusted to exclude the impact of $28.1 million of expenses related to Omnicom’s proposed merger with Publicis. The 2013 “Non GAAP” EBITA margin % reflects the impact of this adjustment.

(d) 2013 “Non GAAP” Operating Income has been adjusted to exclude the impact of $28.1 million of pre-tax expenses related to Omnicom’s proposed merger with Publicis. The 2013 “Non GAAP” Operating Income margin % reflects the impact of this adjustment.

October 15, 2013 1

2013 vs. 2012 P&L Summary – Third Quarter

Third Quarter

     2013 2013 2012 Non GAAP ^(a) Reported Reported

Operating Income ^(a) $ 407.5 ^(b) $ 379.4 $ 387.3

Net Interest Expense 42.8 42.8 40.3

Income Taxes ^(a) 122.6 ^(c) 116.2 118.7

Tax Rate % 33.6% ^(c) 34.5% 34.2%

Income from Equity Method Investments 4.3 4.3 5.3 Noncontrolling Interests 28.7 28.7 29.7

Net Income - Omnicom Group^(a) 217.7 ^(d) 196.0 203.9

(a) 2013 “Non GAAP” amounts are non-GAAP financial measures. To present the effect of the expenses incurred in connection with Omnicom’s proposed merger with Publicis, these expenses, which are comprised primarily of professional fees, and the associated impact on income taxes and net income have been excluded from these amounts.

See the 2013 “Reported” amounts on this page for the GAAP presentation and page 24 for the reconciliation of non-GAAP measures.

(b) 2013 “Non GAAP” Operating Income has been adjusted to exclude the impact of $28.1 million of pre-tax expenses related to Omnicom’s proposed merger with Publicis.

(c) 2013 “Non GAAP” Income Taxes has been adjusted to exclude the tax benefit of $6.4 million on the expenses incurred related to Omnicom’s proposed merger with Publicis. The 2013 “Non GAAP” Tax Rate % reflects the impact of this adjustment.

(d) 2013 “Non GAAP” Net Income – Omnicom Group has been adjusted to exclude the after-tax impact of $21.7 million on the expenses incurred related to Omnicom’s proposed merger with Publicis.

October 15, 2013 2

2013 vs. 2012 Earnings Per Share – Third Quarter

Third Quarter

     2013 2013 2012 Non GAAP ^(a) Reported Reported Net Income - Omnicom Group ^(a) $ 217.7 ^(b) $ 196.0 $ 203.9

Net Income allocated to Participating Securities ^(a) (5.4) ^(c) (4.8) (4.5) Net Income available for common shares ^(a) $ 212.3 ^(d) $ 191.2 $ 199.4

Diluted Shares (millions) 259.9 259.9 268.5

EPS - Diluted^(a) $ 0.82 ^(e) $ 0.74 $ 0.74

Dividend Declared per Share $ 0.40 $ 0.40 $ 0.30

(a) 2013 “Non GAAP” amounts are non-GAAP financial measures. To present the effect of the expenses incurred in connection with Omnicom’s proposed merger with Publicis, these expenses, which are comprised primarily of professional fees, and the associated impact on income taxes, net income and EPS have been excluded from these amounts See the 2013 “Reported” amounts on this page for the GAAP presentation and page 24 for the reconciliation of non-GAAP measures.

(b) 2013 “Non GAAP” Net Income – Omnicom Group has been adjusted to exclude the after-tax impact of $21.7 million on the expenses incurred related to Omnicom’s proposed merger with Publicis.

(c) 2013 “Non GAAP” Net Income allocated to Participating Securities has been adjusted to exclude the participating securities share of the after-tax impact of the expenses related to Omnicom’s proposed merger with Publicis. This results in an increase of $0.6 million in the allocation for the period presented.

(d) 2013 “Non GAAP” Net Income available for common shares has been adjusted to exclude the after-tax impact to common shares of the expenses incurred related to Omnicom’s proposed merger with Publicis. This results in an increase of $21.1 million in the Net Income available for common shares for the period presented.

(e) 2013 “Non GAAP” EPS – Diluted has been adjusted to reflect the increase in Net Income available for common shares of $21.1 million from excluding the expenses incurred related to Omnicom’s proposed merger with Publicis. The increase in Net Income available for common shares results in an increase in EPS – Diluted of $0.08 per common share for the period presented.

October 15, 2013 3

2013 vs. 2012 P&L Summary – Year to Date

Year to Date

     2013 2013 2012 Non GAAP ^(a) Reported Reported

Revenue $ 10,526.4 $ 10,526.4 $ 10,274.8

EBITA ^{(a) (b)} 1,378.6 ^(c) 1,350.5 1,331.4

Margin % 13.1% ^(c) 12.8% 13.0%

Amortization of Intangibles 76.3 76.3 75.2

Operating Income ^(a) $ 1,302.3 ^(d) $ 1,274.2 $ 1,256.2

Margin % 12.4% ^(d) 12.1% 12.2%

(a) 2013 “Non GAAP" amounts are non-GAAP financial measures. These amounts exclude expenses incurred in connection with Omnicom’s proposed merger with Publicis, and are comprised primarily of professional fees. See the 2013 “Reported” amounts on this page for the GAAP presentation and page 24 for the reconciliation of non-GAAP measures.

(b) EBITA is a non-GAAP financial measure. See page 30 for the definition of this measure and page 25 for the reconciliation of non-GAAP measures.

(c) 2013 “Non GAAP” EBITA has been adjusted to exclude the impact of $28.1 million of expenses related to Omnicom’s proposed merger with Publicis. The 2013 “Non GAAP” EBITA margin % reflects the impact of this adjustment.

(d) 2013 “Non GAAP” Operating Income has been adjusted to exclude the impact of $28.1 million of pre-tax expenses related to Omnicom’s proposed merger with Publicis. The 2013 “Non GAAP” Operating Income margin % reflects the impact of this adjustment.

October 15, 2013 4

2013 vs. 2012 P&L Summary – Year to Date

Year to Date

     2013 2013 2012 Non GAAP ^(a) Reported Reported

Operating Income ^(a) $ 1,302.3 ^(b) $ 1,274.2 $ 1,256.2

Net Interest Expense 124.6 124.6 104.3

Income Taxes ^(a) 395.3 ^(c) 388.9 389.9

Tax Rate % 33.6% ^(c) 33.8% 33.8%

Income from Equity Method Investments 10.5 10.5 11.9 Noncontrolling Interests 80.5 80.5 82.7

Net Income - Omnicom Group ^(a) 712.4 ^(d) 690.7 691.2

(a) 2013 “Non GAAP” amounts are non-GAAP financial measures. To present the effect of the expenses incurred in connection with Omnicom’s proposed merger with Publicis, these expenses, which are comprised primarily of professional fees, and the associated impact on income taxes and net income have been excluded from these amounts.

See the 2013 “Reported” amounts on this page for the GAAP presentation and page 24 for the reconciliation of non-GAAP measures.

(b) 2013 “Non GAAP” Operating Income has been adjusted to exclude the impact of $28.1 million of pre-tax expenses related to Omnicom’s proposed merger with Publicis.

(c) 2013 “Non GAAP” Income Taxes has been adjusted to exclude the tax benefit of $6.4 million on the expenses incurred related to Omnicom’s proposed merger with Publicis. The 2013 “Non GAAP” Tax Rate % reflects the impact of this adjustment.

(d) 2013 “Non GAAP” Net Income – Omnicom Group has been adjusted to exclude the after-tax impact of $21.7 million on the expenses incurred related to Omnicom’s proposed merger with Publicis.

October 15, 2013 5

2013 vs. 2012 Earnings Per Share – Year to Date

Year to Date

     2013 2013 2012 Non GAAP ^(a) Reported Reported Net Income - Omnicom Group ^(a) $ 712.4 ^(b) $ 690.7 $ 691.2

Net Income allocated to Participating Securities ^(a) (18.7) ^(c) (18.1) (15.4) Net Income available for common shares ^(a) $ 693.7 ^(d) $ 672.6 $ 675.8

Diluted Shares (millions) 260.4 260.4 271.5

EPS - Diluted^(a) $ 2.66 ^(e) $ 2.58 $ 2.49

Dividend Declared per Share $ 1.20 $ 1.20 $ 0.90

(a) 2013 “Non GAAP” amounts are non-GAAP financial measures. To present the effect of the expenses incurred in connection with Omnicom’s proposed merger with Publicis, these expenses, which are comprised primarily of professional fees, and the associated impact on income taxes, net income and EPS have been excluded from these amounts. See the 2013 “Reported” amounts on this page for the GAAP presentation and page 24 for the reconciliation of non-GAAP measures.

(b) 2013 “Non GAAP” Net Income – Omnicom Group has been adjusted to exclude the after-tax impact of $21.7 million on the expenses incurred related to Omnicom’s proposed merger with Publicis.

(c) 2013 “Non GAAP” Net Income allocated to Participating Securities has been adjusted to exclude the participating securities share of the after-tax impact of the expenses related to Omnicom’s proposed merger with Publicis. This results in an increase of $0.6 million in the allocation for the period presented.

(d) 2013 “Non GAAP” Net Income available for common shares has been adjusted to exclude the after-tax impact to common shares of the expenses incurred related to Omnicom’s proposed merger with Publicis. This results in an increase of $21.1 million in the Net Income available for common shares for the period presented.

(e) 2013 “Non GAAP” EPS – Diluted has been adjusted to reflect the increase in Net Income available for common shares of $21.1 million from excluding the expenses incurred related to Omnicom’s proposed merger with Publicis. The increase in Net Income available for common shares results in an increase in EPS – Diluted of $0.08 per common share for the period presented.

October 15, 2013 6

2013 Total Revenue Change

Third Quarter Year to Date

$ % $ %

Prior Period Revenue $ 3,406.6 $ 10,274.8

Foreign Exchange (FX) Impact ^(a) (21.7) -0.6% (59.9) -0.6%

Acquisition/Disposition Revenue ^(b) (34.2) -1.0% (23.1) -0.2%

Organic Revenue ^(c) 139.8 4.1% 334.6 3.2%

Current Period Revenue $ 3,490.5 2.5% $ 10,526.4 2.4%

(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.

October 15, 2013 7

2013 Revenue by Discipline

Third Quarter Year to Date

Specialty Specialty 7.0% 7.5% PR PR

9.5% 9.4%

Advertising Advertising 47.1% 48.0%

CRM CRM 36.4% 35.1%

     % Organic % Organic $ Mix % Growth Growth ^(a) $ Mix % Growth Growth ^(a)

Advertising $ 1,644.4 3.0% 4.8% Advertising $ 5,055.9 3.9% 5.0% CRM 1,270.3 1.2% 2.3% CRM 3,698.4 -0.5% 0.4% PR 332.5 6.0% 4.6% PR 987.0 4.7% 3.4% Specialty 243.3 0.9% 8.3% Specialty 785.1 4.7% 5.7%

(a) “Organic Growth” reflects the year-over-year increase or decrease in revenue from the prior period, excluding the FX Impact and Acquisition/Disposition Revenue, as defined on page 7.

October 15, 2013 8

2013 Revenue by Geography

Third Quarter Year to Date

UK UK

     9.4% 9.1% Rest of Rest of World World 22.8% 22.9%

     Euro Euro Markets Markets 15.8% 15.7%

U.S. U.S. 52.0% 52.3%

October 15, 2013 9

2013 Revenue by Geography

Third Quarter Year to Date

     $ Mix $ Growth % Growth $ Mix $ Growth % Growth United States $ 1,815.5 $ 57.4 3.2% United States $ 5,511.1 $ 174.1 3.3%

Organic 88.4 5.0% Organic 209.6 3.9%

Acquisition (31.0) -1.8% Acquisition (35.5) -0.6%

International $ 1,675.0 $ 26.5 1.6% International $ 5,015.3 $ 77.5 1.6%

Organic 51.4 3.1% Organic 125.0 2.5%

Acquisition (3.2) -0.2% Acquisition 12.4 0.3%

FX (21.7) -1.3% FX (59.9) -1.2%

     %Organic %Organic $ Mix %Growth Growth ^(a) $ Mix %Growth Growth^(a)

United States $ 1,815.5 3.2% 5.0% United States $ 5,511.1 3.3% 3.9%

Euro Currency Markets 551.9 4.5% -1.6% Euro Currency Markets 1,649.8 -0.2% -2.8% United Kingdom 327.6 4.2% 7.5% United Kingdom 957.5 5.0% 5.9%

Rest of World 795.5 -1.3% 4.5% Rest of World 2,408.0 1.5% 5.0%

(a) “Organic Growth” reflects the year-over-year increase or decrease in revenue from the prior period, excluding the FX Impact and Acquisition/Disposition Revenue, as defined on page 7.

October 15, 2013 10

2013 Revenue by Region

Third Quarter Year to Date

     Latin Africa Latin Africa America MidEast America MidEast 2.8% 1.6% 2.9% 1.6%

     Asia Asia Pacific Pacific 10.8% 11.0%

     North North Europe America Europe America 28.5% 56.1% 28.2% 56.5%

October 15, 2013 11

2013 Revenue by Region

Third Quarter Year to Date

     % Organic % Organic $ Mix % Growth Growth ^(a) $ Mix % Growth Growth^(a)

North America $ 1,956.8 3.0% 4.9% North America $ 5,945.8 3.2% 3.9% Europe 995.9 4.9% 2.6% Europe 2,965.7 2.2% 1.0% Asia Pacific 385.3 -2.8% 3.9% Asia Pacific 1,135.5 0.7% 4.5% Latin America 97.6 -5.2% 4.5% Latin America 306.5 -1.0% 5.8%

Africa Mid East 54.9 -4.6% 2.0% Africa Mid East 172.9 1.0% 6.9%

(a) “Organic Growth” reflects the year-over-year increase or decrease in revenue from the prior period, excluding the FX Impact and Acquisition/Disposition Revenue, as defined on page 7.

October 15, 2013 12

Revenue by Industry

Third Quarter – 2013 Third Quarter – 2012

Growth

T&E Auto T&E Auto Auto -0.4%

     6% 9% 6% 9% Telcom Telcom

     6% Food & Beverage 5.5% 7% Consumer Consumer Products Products Tech Consumer Products 3.9% Tech 9% 9%

9% 9%

Financial Financial Financial Services -3.9% Services Services

7% Retail Pharma &

Retail 8% 9.0%

     6% Healthcare 6%

     Food & Pharma & T&E 2.6% Beverage Food & Pharma & Health 13% Beverage Health 9% Retail 6.4% 13% 10% Technology 5.5%

Other Other Telecom 5.9% 24% 25% Other Industries -1.9%

October 15, 2013 13

Cash Flow Performance

Nine Months Ended September 30 2013 2012

Net Income $ 771.2 $ 773.9

Depreciation and Amortization Expense 212.9 210.6

Share-Based Compensation Expense 64.9 63.1

Other Non-Cash Items to Reconcile to Net Cash Provided by Operating

(34.9) (81.6)

Activities, net

Free Cash Flow ^(a) $ 1,014.1 $ 966.0

Additional information regarding our cash flows can be found in our condensed cash flow statement on page 23.

(a) The Free Cash Flow amounts presented above are non-GAAP financial measures. See page 30 for the definition of these measures and page 26 for the reconciliation of the non-GAAP measures.

October 15, 2013 14

Cash Flow Performance

Nine Months Ended September 30 2013 2012

Free Cash Flow ^(a) $ 1,014.1 $ 966.0 Primary Uses of Cash:

Dividends ^(b) 212.6 235.4

Dividends paid to Noncontrolling Interest Shareholders 81.1 78.9

Capital Expenditures 123.3 158.7 Acquisitions and Payments for Additional Interest in Controlled Subsidiaries including Contingent Purchase Price Payments, net of 89.1 158.7 Proceeds from Sale of Investments Stock Repurchases, net 492.3 714.2

Primary Uses of Cash ^(a) 998.4 1,345.9 Net Free Cash Flow ^(a) $ 15.7 $ (379.9)

Additional information regarding our cash flows can be found in our condensed cash flow statement on page 23.

(a) The Free Cash Flow, Primary Uses of Cash and Net Free Cash Flow amounts presented above are non-GAAP financial measures. See page 30 for the definition of these measures and page 26 for the reconciliation of non-GAAP measures.

(b) In December 2012, the Company paid its fourth quarter dividend, which historically was paid during January. As a result, there were only two dividend payments in the first nine months of 2013. However the dividends paid in 2013 reflect an increase in the quarterly dividend payment to 40 cents per share versus 30 cents per share in 2012.

The Company expects that there will be three dividend payments in 2013.

October 15, 2013 15

Current Credit Picture

Twelve Months Ended September 30 2013 Reported 2012 Reported

EBITDA ^(a) $ 2,107.2 $ 2,024.4

Gross Interest Expense 198.1 169.8 EBITDA / Gross Interest Expense 10.6 x 11.9 x Total Debt / EBITDA 1.9 x 2.2 x Net Debt ^(b) / EBITDA 1.2 x 1.2 x

Debt

Bank Loans (Due Less Than 1 Year) $ 19 $ 11 CP & Borrowings Issued Under Revolver - -Convertible Notes ^(c) 253 660 Senior Notes ^(c) 3,750 3,750 Other Debt 32 41

Total Debt $ 4,054 $ 4,462

Cash and Short Term Investments 1,534 1,973

Net Debt ^(b) $ 2,520 $ 2,489

(a) EBITDA is a non-GAAP financial measure. See page 30 for the definition of this measure and page 25 for the reconciliation of non-GAAP measures. (b) Net Debt is a non-GAAP financial measure. See page 30 for the definition of this measure.

(c) See pages 20 and 21 for additional information on our Convertible Notes and Senior Notes.

October 15, 2013 16

Historical Returns

Return on Invested Capital (ROIC) ^(a) :

Twelve Months Ended September 30, 2013 16.7%

Twelve Months Ended September 30, 2012 15.7%

Return on Equity ^(b):

Twelve Months Ended September 30, 2013 29.8%

Twelve Months Ended September 30, 2012 28.3%

(a) Return on Invested Capital is After Tax Reported Operating Income (a non-GAAP measure – see page 30 for the definition of this measure and page 26 for the reconciliation of non-GAAP measures) divided by the average of Invested Capital at the beginning and the 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 Reported Net Income for the given period divided by the average of shareholders’ equity at the beginning and end of the period.

October 15, 2013 17

Net Cash Returned to Shareholders through Dividends and Share Repurchases

Omnicom’s Revenues and Net Income has doubled since 2002^(a). From 2002 through Q3 2013, Omnicom effectively distributed 100% of Net Income to shareholders through Dividends and Share Repurchases.

12.0

10.0 $9.79

8.0

Billions $7.31

6.0

In $

4.0

     $2.48 2.0

-

     2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 YTD Cumulative Dividends Paid

Cumulative Cost of Net Shares Repurchased, defined as payments for repurchases of common stock less proceeds from stock plans Cash Returned to Shareholders, defined as the sum of Cumulative Dividends paid and Cumulative Cost of Net Shares Repurchased Cumulative Net Income - Omnicom Group Inc.

(a) Omnicom Revenue increased from $6.9 billion to $14.2 billion and Net Income increased from $455 million to $998 million in 2002 and 2012, respectively.

October 15, 2013 18

Supplemental Financial Information

October 15, 2013 19

Omnicom Debt Structure

Bank Loans $19

     2032 Convert $253

2016 Senior Notes $1,000

2022 Senior Notes $1,250

2019 Senior Notes $500

2020 Senior Notes $1,000

The above chart sets forth Omnicom’s debt outstanding at September 30, 2013. The amounts reflected above for the 2016, 2019, 2020 and 2022 Senior Notes represent the principal amount of these notes at maturity on April 15, 2016, July 15, 2019, August 15, 2020 and May 1, 2022, respectively.

October 15, 2013 20

Omnicom Debt Maturity Profile

     2022 Senior Notes $1,250

     2016 2020 Senior Notes Senior Notes $1,000

$750

     2019 Senior Notes $500

     2032 Convert $250

     Other Borrowings $0

Our 2032 Convertible Notes are putable on July 31, 2014 and annually in July thereafter until maturity.

Other borrowings at September 30, 2013 include short-term borrowings of $19 million which are due in less than one year. For purposes of this presentation we have included these borrowings as outstanding through October 2016, the date of expiration of our five-year credit facility.

October 15, 2013 21

2013 Acquisition Related Expenditures

Year to Date

Acquisitions of Businesses and Affiliates ^(a) $ 12.0 Additional Interest in Controlled Subsidiaries ^(b) 11.0 Earn-outs on acquisitions completed prior to January 1, 2009 ^(c) 14.5 Earn-outs on acquisitions completed after January 1, 2009 ^(c) 68.9

Total Acquisition Expenditures^(d) $ 106.4

(a) Includes acquisitions of a majority interest in agencies resulting in their consolidation, including additional interest in existing affiliate agencies resulting in majority ownership. (b) Includes the acquisition of additional equity interests in already consolidated subsidiary agencies which are recorded to Equity – Noncontrolling Interest.

(c) Includes additional consideration paid for acquisitions completed in prior periods. (d) Total Acquisition Expenditures figure is net of cash acquired.

October 15, 2013 22

Condensed Cash Flow

     Nine Months Ended September 30 2013 2012 Net Income $ 771.2 $ 773.9

Share-Based Compensation Expense 64.9 63.1 Depreciation and Amortization 212.9 210.6 Other Non-Cash Items to Reconcile to Net Cash Provided by Operating Activities, net (34.9) (81.6) Changes in Operating Capital (654.2) (665.9)

Net Cash Provided By Operating Activities 359.9 300.1

Capital Expenditures (123.3) (158.7) Acquisitions, net of Proceeds from Sale of Investments (9.2) (108.9)

Net Cash Used in Investing Activities (132.5) (267.6)

Dividends (212.6) (235.4)

Dividends paid to Noncontrolling Interest Shareholders (81.1) (78.9) Repayment of Convertible Debt (406.7) -Proceeds from Short-term & Long-term Debt, net 12.6 1,274.6 Stock Repurchases, net of Proceeds from Stock Plans and Excess Tax Benefit from Stock Plans (492.3) (714.2) Payments for Additional Interest in Controlled Subsidiaries (11.0) (19.2) Contingent Purchase Price Payments (68.9) (30.6) Other Financing Activities, net (24.3) (86.9)

Net Cash (Used in)/Provided by Financing Activities (1,284.3) 109.4 Effect of exchange rate changes on cash and cash equivalents (99.9) 33.2 Net (Decrease)/Increase in Cash and Cash Equivalents $ (1,156.8) $ 175.1

October 15, 2013 23

Reconciliation of Non-GAAP Measures

Third Quarter

     2013 Merger 2013 Reported Expenses Non GAAP ^(a) EBITA $ 405.2 $ 28.1 $ 433.3

Operating Income 379.4 28.1 407.5 Income Tax Expense 116.2 6.4 122.6 Net Income - Omnicom Group Inc. 196.0 21.7 217.7 Net Income allocated to participating securities 4.8 0.6 5.4 Net Income available for common shares 191.2 21.1 212.3

EPS - Diluted $ 0.74 $ 0.08 $ 0.82

Year to Date

     2013 Merger 2013 Reported Expenses Non GAAP ^(a) EBITA $ 1,350.5 $ 28.1 $ 1,378.6 Operating Income 1,274.2 28.1 1,302.3

Income Tax Expense 388.9 6.4 395.3 Net Income - Omnicom Group Inc. 690.7 21.7 712.4 Net Income allocated to participating securities 18.1 0.6 18.7 Net Income available for common shares 672.6 21.1 693.7

EPS - Diluted $ 2.58 $ 0.08 $ 2.66

The above table reconciles our reported 2013 reported results to the "2013 Non GAAP" amounts, which are non-GAAP financial measures. These measures exclude expenses incurred in connection with Omnicom’s proposed merger with Publicis Groupe, S.A., and are comprised primarily of professional fees. We believe that investors should consider the "Non GAAP" measures as they are indicative of our ongoing performance and reflect how management evaluates our operational results. Non-GAAP financial measures should not be considered in isolation from or as a substitute for financial information presented in compliance with U.S. GAAP. Non-GAAP financial measures reported by us may not be comparable to similarly titled amounts reported by other companies.

October 15, 2013 24

Reconciliation of Non-GAAP Measures

     3 Months Ended September 30 12 Months Ended September 30 2013 Reported 2012 Reported 2013 Reported 2012 Reported Revenue $ 3,490.5 $ 3,406.6 $ 14,471.0 $ 14,127.7

Operating Expenses, excluding Depreciation and Amortization 3,040.1 2,947.4 12,363.8 12,103.3

EBITDA 450.4 459.2 2,107.2 2,024.4 Depreciation 45.2 44.6 182.8 181.8

Add: Acquisition Expenses 28.1 - 28.1 -

EBITA excluding acquisition expenses 433.3 414.6 1,952.5 1,842.6

Acquisition Expenses 28.1 - 28.1 -

EBITA 405.2 414.6 1,924.4 1,842.6

Amortization of Intangibles 25.8 27.3 102.2 99.0

Operating Income 379.4 387.3 1,822.2 1,743.6

Net Interest Expense 42.8 40.3 164.9 134.6

Income Before Tax 336.6 347.0 1,657.3 1,609.0 Taxes 116.2 118.7 526.2 546.7

Income from Equity Method Investments 4.3 5.3 (16.3) 18.8

Net Income 224.7 233.6 1,114.8 1,081.1

Less: Net Income Attributed to Noncontrolling Interests 28.7 29.7 117.0 118.0

Net Income - Omnicom Group $ 196.0 $ 203.9 $ 997.8 $ 963.1

The above reconciles EBITDA & EBITA, excluding merger expenditures and EBITA to the GAAP financial measures for the periods presented.

EBITDA, EBITA and EBITA excluding acquisition expenses incurred primarily in connection with Omnicom’s proposed merger with Publicis 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 16 of this presentation.

October 15, 2013 25

Reconciliation of Non-GAAP Measures

     Nine Months Ended September 30 2013 2012 Net Free Cash Flow $ 15.7 $ (379.9) Cash Flow items excluded from Net Free Cash Flow:

Changes in Operating Capital (654.2) (665.9) Repayment of Convertible Debt (406.7) -Proceeds from Short-term & Long-term Debt, net 12.6 1,274.6 Other Financing Activities, net (24.3) (86.9) Effect of exchange rate changes on cash and cash equivalents (99.9) 33.2

Net (Decrease)/Increase in Cash and Cash Equivalents $ (1,156.8) $ 175.1

     Twelve Months Ended September 30 2013 2012 Reported Operating Income $ 1,822.2 $ 1,743.6

Effective Tax Rate for the applicable period 31.7% 34.0% Income Taxes on Reported Operating Income 577.6 592.8

After Tax Reported Operating Income $ 1,244.6 $ 1,150.8

October 15, 2013 26

Supplemental Information

     Third Quarter Year to Date 2013 2012 2013 2012

% %

Reported Reported Reported Reported

Operating expenses:

Salary and service costs $ 2,579.2 $ 2,515.8 2.5% $ 7,711.5 $ 7,491.5 2.9%

Office and general expenses:

Amortization of Intangibles 25.8 27.3 76.3 75.2

Depreciation 45.3 44.7 136.6 135.4

Merger expenses ^(a) 28.1 - 28.1 -

Other office and general expenses 432.7 431.5 0.3% 1,299.7 1,316.5 -1.3% Total office and general expenses 531.9 503.5 1,540.7 1,527.1

Total operating expenses $ 3,111.1 $ 3,019.3 3.0% $ 9,252.2 $ 9,018.6 2.6%

Net Interest expense:

Interest expense $ 50.5 $ 47.8 $ 148.8 $ 130.3

Interest income 7.7 7.5 24.2 26.0

Net Interest expense $ 42.8 $ 40.3 6.2% $ 124.6 $ 104.3 19.5%

(a) Merger expenses relate to costs incurred in connection with Omnicom’s proposed merger with Publicis Groupe, S.A. and are comprised primarily of professional fees.

October 15, 2013 27

Third Quarter Acquisition

Founded in 2006, Bruce Clay Australia is a leading performance marketing agency, specializing in search engine optimization, website analytics, conversion rate optimization, social media marketing and design and information architecture.

Located in Sydney, Bruce Clay Australia will be merged with current search operations in Australia to form Resolution Media Australia within the Omnicom Media Group network.

October 15, 2013 28

Third Quarter Acquisition

HDI Youth Marketeers is a specialty marketing agency based in South Africa. It was established in 1996 and is a brand connections specialist focusing on youth marketing, utilizing its own proprietary platforms for campaigns that connect clients to youth consumers for the mutual benefit of both.

Headquartered in Johannesburg, South Africa, HDI Youth Marketeers will operate within the TBWA South Africa group of the TBWA\Worldwide network.

October 15, 2013 29

Disclosure

The preceding materials have been prepared for use in the October 15, 2013 conference call on Omnicom’s results of operations for the period ended September 30, 2013. The call will be archived on the Internet at http://www.omnicomgroup.com/financialwebcasts.

Forward-Looking Statements

Certain of the statements in this presentation 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 2012 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, global economic conditions, 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, conditions in the credit markets, 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 present financial measures determined in accordance with generally accepted accounting principles 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 24, 25 and 26.

The non-GAAP measures used in this presentation include the following:

2013 Non GAAP figures. These amounts exclude expenses incurred (and the associated impact on income taxes and net income) in connection with Omnicom’s proposed merger with Publicis Groupe, S.A., and are comprised primarily of professional fees. We believe that this “Non GAAP” presentation allows for a more meaningful understanding of our performance.

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, share based compensation expense less other non-cash items to reconcile to net cash provided by operating activities. Primary Uses of Cash, defined as dividends to common shareholders, dividends paid to non-controlling interest shareholders, capital expenditures, 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 working capital changes.

EBITDA, defined as operating income before interest, taxes, depreciation and amortization. We believe EBITDA is meaningful 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 GAAP measures, reflects one of the metrics used by us to assess our cash management.

After Tax Reported Operating Income, defined as reported 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 and figures shown on pages 3, 6 and 24. The information contained in this document has not been audited, although some data 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 that 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 15, 2013 30