EX-99.2 4 e43165ex99_2.htm INVESTOR PRESENTATION MATERIALS

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.

W e 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