Executive Summary

We are a strategic holding company. We provide professional services to clients through multiple agencies around the world. Our strategy of building a leading portfolio of global advertising and marketing brands, diversified by discipline and geography, is the foundation of our business. On a global, pan-regional and local basis, our agencies provide these services in the following disciplines: traditional media advertising, customer relationship management ("CRM"), public relations and specialty communications. Our business model was built and evolves around our clients. While our companies operate under different names and frame their ideas in different disciplines, we organize our services around our clients. The fundamental premise of our business is that our clients' specific requirements should be the central focus in how we structure our business offerings and allocate our resources. This client-centric business model results in multiple agencies collaborating in formal and informal virtual networks that cut across internal organizational structures to deliver consistent brand messages for a specific client and execute against each of our clients' specific marketing requirements. We continually seek to grow our business with our existing clients by maintaining our client-centric approach, as well as expanding our existing business relationships into new markets and with new clients. In addition, we pursue selective acquisitions of complementary companies with strong, entrepreneurial management teams that typically either currently serve or have the ability to serve our existing client base.

Contractions in the global economy, a decline in consumer spending, rising unemployment and other factors have all led to a global recession. This global recession has reduced clients' spending on the services that our agencies provide and therefore has impacted our results of operations. In addition, the weakening of most major currencies against the U.S. Dollar, which began late in the third quarter of 2008, has led to a large reduction in our U.S. Dollar denominated revenue.

As one of the world's leading advertising, marketing and corporate communications companies, we operate in all major markets of the global economy. We have a large and diverse client base. Our largest client represented 3.4% of our consolidated revenue for the six months ended June 30, 2009 and no other client accounted for more than 2.4% of our consolidated revenue for the six months ended June 30, 2009. Our top 100 clients accounted for approximately 50% of our consolidated revenue for the six months ended June 30, 2009. Our business is spread across a significant number of industry sectors with no one industry comprising more than 17% of revenue from our 1,000 largest clients for the six months ended June 30, 2009. Although our revenues are balanced between the U.S. and international markets and we have a large and diverse client base, we are not immune to the general economic downturn.

During the first six months of 2009, we experienced a reduction in our revenue compared to the first six months of last year and, due to the rapidly changing economic conditions, we have

less visibility than we historically have had regarding client spending plans in the near term. During previous periods of economic downturn our industry experienced slower growth rates and industry-wide margin contractions. Continued economic uncertainty and reductions in consumer spending may result in further reductions in client spending levels, which could adversely affect our results of operations and financial condition. We have and will continue to closely monitor economic conditions, client spending and other factors and in response, we have and will take actions available to us to reduce costs and manage working capital. In the current environment, there can be no assurance as to the effects of future economic circumstances, client spending patterns, client credit worthiness and other developments and whether and to what extent our efforts to respond to them will be effective.

In recent years, certain business trends have affected our business and our industry. These trends include our clients increasingly expanding the focus of their brand strategies from national markets to pan-regional and global markets and migrating from traditional marketing channels to non-traditional channels, utilizing interactive technologies and new media outlets. Additionally, in an effort to gain greater efficiency and effectiveness from their total marketing dollars, clients are increasingly requiring greater coordination of marketing activities and concentrating these activities with a smaller number of service providers. We believe these trends have benefitted our business in the past and over the long term will continue to provide a competitive advantage to us.

Given our size and breadth, we manage our business by monitoring several financial indicators. The key indicators that we review focus on revenue and operating expenses.

We analyze revenue growth by reviewing the components and mix of the growth, including growth by major geographic location, growth by major marketing discipline, growth from currency fluctuations, growth from acquisitions and growth from our largest clients.

In recent years, our revenue has been divided almost evenly between domestic and international operations. For the three months ended June 30, 2009, our overall revenue declined 17.4%, of which 6.8% was related to changes in foreign exchange rates and 10.8% was a decrease in organic growth offset by a 0.2% increase related to the acquisition of entities, net of entities disposed. For the six months ended June 30, 2009, our overall revenue declined 15.8%, of which 7.3% was related to changes in foreign exchange rates and 8.8% was a decrease in organic growth offset by a 0.3% increase related to the acquisition of entities, net of entities disposed. Almost one-third of the decline in revenue in the second quarter and one-quarter of the decline in revenue for the first half of 2009, that is unrelated to foreign exchange rates and acquisitions and dispositions, was driven by reduced spending by our auto industry clients. The remainder of the decline in the second quarter was caused by an overall reduction in advertising and marketing spending by our clients and more specifically, spending by our clients on events and promotions, as well as on advertising for recruitment and charitable causes.

We measure operating expenses in two distinct cost categories: salary and service costs, and office and general expenses. Salary and service costs are primarily comprised of employee compensation related costs. Office and general expenses are primarily comprised of rent and

occupancy costs, technology related costs and depreciation and amortization. Each of our agencies requires service professionals with a skill set that is common across our disciplines. At the core of this skill set is the ability to understand a client's brand and its selling proposition, and the ability to develop a unique message to communicate the value of the brand to the client's target audience. The facility requirements of our agencies are also similar across geographic regions and disciplines, and their technology requirements are generally limited to personal computers, servers and off-the-shelf software.

Because we are a service business, we monitor salary and service costs and office and general costs as a percentage of revenue. Salary and service costs tend to fluctuate in conjunction with changes in revenue. Office and general expenses, which are not directly related to servicing clients, are less directly linked to changes in our revenues than salary and service costs. Salary and service costs as a percentage of revenue increased 0.6% to 70.1% in the second quarter of 2009 compared to the second quarter of 2008. Salary and service costs as a percentage of revenue increased 0.6% to 71.7% in the first six months of 2009 compared to the first six months of 2008. The increase in salary and service costs as a percentage of revenue is primarily attributable to recording higher severance benefits in the second quarter and the first six months of 2009 compared to the amount recorded in the comparable periods of 2008. Office and general expenses increased slightly to 16.1% of revenue in the second quarter of 2009 compared to 15.6% in the second quarter of 2008. Office and general expenses increased slightly to 16.2% of revenue in the first six months of 2009 compared to 15.9% in the first six months of 2008.

Net income - Omnicom Group Inc. in the second quarter of 2009 decreased $73.6 million, or 24.0%, to $233.4 million from $307.0 million in the second quarter of 2008. Net income - Omnicom Group Inc. in the first six months of 2009 decreased $117.7 million or 22.8%, to $397.9 million from $515.6 million. The period-over-period decrease in net income - Omnicom Group Inc. is due to the factors described above, as well as the increase of $3.2 million and $13.6 million in pre-tax net interest expense for the three months and six months ended June 30, 2009, respectively. Diluted net income per common share - Omnicom Group Inc. decreased 21.1% to $0.75 in the second quarter of 2009, as compared to $0.95 in the prior year period. Diluted net income per common share - Omnicom Group Inc. decreased 20.1% to $1.27 in the first six months of 2009, as compared to $1.59.

Results of Operations: Second Quarter 2009 Compared to Second Quarter 2008

Revenue: When comparing performance between quarters and years, we discuss non-GAAP financial measures such as the impact that foreign currency rate changes, acquisitions / dispositions and organic growth have on reported revenue. We derive significant revenue from international operations and changes in foreign currency rates between the periods impact our reported results. Our reported results are also impacted by our acquisitions and disposition activity and organic growth. Accordingly, we provide this information to supplement the discussion of changes in revenue period-to-period.

Our second quarter of 2009 consolidated worldwide revenue decreased 17.4% to $2,870.7 million from $3,476.9 million in the second quarter of 2008. The effect of foreign exchange impacts decreased worldwide revenue by $234.7 million. Acquisitions, net of dispositions, increased worldwide revenue by $5.6 million, while organic growth decreased worldwide revenue by $377.1 million. The components of the second quarter of 2009 revenue changes in the U.S. ("domestic") and the remainder of the world ("international") are summarized below (dollars in millions):

                                   Total                  Domestic                 International
                            -------------------      -------------------      ------------------------
                                $           %            $           %            $             %
                            ---------     -----      ---------     -----      ---------       -----
Quarter ended June 30, 2008 $ 3,476.9         -      $ 1,751.3         -      $ 1,725.6           -

Components of revenue
changes:
Foreign exchange impact        (234.7 )    (6.8 )%           -         -         (234.7 )     (13.6 )%
Acquisitions, net of
dispositions                      5.6       0.2 %         (0.9 )    (0.1 )%         6.5         0.3 %
Organic growth                 (377.1 )   (10.8 )%      (225.9 )   (12.9 )%      (151.2 )      (8.8 )%
                            ---------                ---------                ---------

Quarter ended June 30, 2009 $ 2,870.7     (17.4 )%   $ 1,524.5     (12.9 )%   $ 1,346.2       (22.0 )%
                            ---------     -----      ---------     -----      ---------       -----

Due to the global recession, we began to experience a decline in the rate of growth of our revenue in the second half of 2008. Client spending began to contract in the last half of 2008 and has continued into the second quarter of 2009, which contributed to the decrease in our revenue. The decline was broad-based across most industry segments and geographic areas. Due to the continuing global recession and rapidly changing economic conditions, we have less visibility than we historically have had regarding client spending plans in the near term. Continuing economic uncertainty and reductions in consumer spending may result in further reductions in client spending levels that could adversely affect our results of operations and financial condition.

The components and percentages of changes in the table above are calculated as follows:

º The foreign exchange impact component shown in the table is calculated by first converting the current period's local currency revenue using the average exchange rates from the equivalent prior period to arrive at a constant currency revenue (in this case $3,105.4 million for the Total column in the table). The foreign exchange impact equals the difference between the current period revenue in U.S. dollars and the current period revenue in constant currency (in this case $2,870.7 million less $3,105.4 million for the Total column in the table).

º The acquisitions net of dispositions component shown in the table is calculated by aggregating 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.

º The organic component shown in the table is calculated by subtracting both the foreign exchange and acquisition revenue components from total revenue growth.

º The percentage change shown in the table of each component is calculated by dividing the individual component amount by the prior period revenue base of that component (in this case $3,476.9 million for the Total column in the table).

The components of revenue for the second quarter of 2009 and 2008 and year-over-year revenue changes in our primary geographic markets are summarized below (dollars in millions):

                                    2009        2008
                                   Revenue     Revenue    % Change
                                  ---------   ---------   --------
                   United States  $ 1,524.5   $ 1,751.3      (12.9 )%
                   Euro Markets       630.2       799.5      (21.2 )%
                   United Kingdom     252.3       345.9      (27.1 )%
                   Other              463.7       580.2      (20.1 )%
                                  ---------   ---------   --------
                   Total          $ 2,870.7   $ 3,476.9      (17.4 )%
                                  ---------   ---------   --------

For the second quarter of 2009 as compared to the second quarter of 2008, foreign exchange impacts decreased our consolidated revenue by 6.8%, or $234.7 million. Beginning late in the third quarter of 2008 and continuing through the second quarter of 2009, compared to the equivalent prior year period, the U.S. Dollar strengthened significantly against most major currencies, including the Euro, British Pound, Canadian Dollar and Brazilian Real. If the exchange rates of the foreign currencies used by our operating businesses remain constant at the spot rates in effect at July 15, 2009 through the end of the year, we expect a reduction as a result of foreign exchange impacts in the range of approximately 0.5% to 1.5% on our revenue for the remainder of 2009 compared to our revenue for the last six months of 2008.

Driven by our clients' continuous demand for more effective and efficient branding activities, we strive to provide an extensive range of advertising, marketing and corporate communications services through various client-centric networks that are organized to meet specific client objectives. These services include advertising, brand consultancy, crisis communications, corporate social responsibility consulting, custom publishing, database management, digital and interactive marketing, direct marketing, directory advertising, entertainment marketing, environmental design, experiential marketing, field marketing, financial/corporate business-to-business advertising, graphic arts, healthcare communications, instore design, investor relations, marketing research, media planning and buying, mobile marketing services, multi-cultural marketing, non-profit marketing, organizational communications, package design, product placement, promotional marketing, public affairs, public relations, recruitment communications, reputation consulting, retail marketing, search

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
        CONDITION AND RESULTS OF OPERATIONS (Continued)


engine marketing and sports and event marketing. In an effort to monitor the
changing needs of our clients and to further expand the scope of our services to
key clients, we monitor revenue across a broad range of disciplines and group
them into the following four categories as summarized below: traditional media
advertising, CRM, public relations and specialty communications (dollars in
millions).

                  Three Months      % of        Three Months      % of        $             %
                      2009        Revenue           2008        Revenue     Change        Change
                 --------------   --------     --------------   --------   --------      --------
Traditional
media
advertising      $      1,280.6   44.6%        $      1,516.4     43.6 %   $ (235.8 )    (15.5 )%
CRM                     1,054.8   36.7%               1,297.3     37.3 %     (242.5 )    (18.7 )%
Public relations          271.7    9.5%                 333.4      9.6 %      (61.7 )    (18.5 )%
Specialty
communications            263.6    9.2%                 329.8      9.5 %      (66.2 )    (20.1 )%
                 --------------                --------------              --------
                 $      2,870.7                $      3,476.9              $ (606.2 )    (17.4 )%
                 --------------                --------------              --------

Operating Expenses: Our second quarter of 2009 worldwide operating expenses decreased $487.5 million, or 16.5%, to $2,472.6 million from $2,960.1 million in the second quarter of 2008, as shown below (dollars in millions):

                                               Three Months Ended June 30,
              ---------------------------------------------------------------------------------------------
                            2009                                2008                      2009 vs 2008
              ---------------------------------   ---------------------------------   ---------------------
                                        % of                                % of
                             %         Total                     %         Total
                             of      Operating                   of      Operating       $            %
                  $       Revenue     Expenses        $       Revenue     Expenses     Change       Change
              ---------   --------   ----------   ---------   --------   ----------   --------     --------
Revenue       $ 2,870.7                           $ 3,476.9                           $ (606.2 )   (17.4 )%

Operating
Expenses:
       Salary
and service
costs           2,011.8     70.1 %       81.4 %     2,416.3     69.5 %       81.6 %     (404.5 )   (16.7 )%
       Office
and general
expenses          460.8     16.1 %       18.6 %       543.8     15.6 %       18.4 %      (83.0 )   (15.3 )%
              ---------                           ---------                           --------
Total
Operating
Expenses        2,472.6     86.1 %                  2,960.1     85.1 %                  (487.5 )   (16.5 )%

Operating
Income        $   398.1     13.9 %                $   516.8     14.9 %                $ (118.7 )   (23.0 )%
              ---------   ------                  ---------   ------                  --------     -----

Because we provide professional services, salary and service costs represent the largest part of our operating expenses. Salary and service costs decreased $404.5 million in the second quarter of 2009 compared to the second quarter of 2008. Salary and service costs are comprised of salary and related costs and direct service costs. Foreign exchange impacts reduced salary and service costs by approximately 6.6% compared to the second quarter of 2008, or approximately 39% of the total U.S. dollar decrease in salary and service costs is due to the impact of foreign currency translations. The remaining decrease is attributable to the actions we took to reduce our work force in anticipation of reductions in client spending and efforts to contain costs including reductions in incentive compensation in the second quarter of 2009 compared to the second quarter of 2008. However, we took additional actions in the second quarter of 2009 to reduce our work force. We incurred expenses related to severance benefits in the second quarter of 2009 of $31.4 million, which on a constant currency basis were approximately $16 million greater than similar costs in the second quarter of 2008. Consequently, if this additional severance expense were not incurred, the ratio of salary and services costs as a percentage of revenue for the second quarter of 2009 would have been similar to that of the second quarter of 2008. As a result of the reductions in our revenue and the changes in our costs described above,

salary and service costs as a percentage of revenue increased 0.6% in the second quarter of 2009 compared to the second quarter of 2008.

Office and general expenses represented 18.6% and 18.4% of our operating expenses in the second quarter of 2009 and 2008, respectively. These costs are comprised of office and equipment rents, technology costs and depreciation, amortization of identifiable intangible assets, professional fees and other overhead expenses. These costs are less directly linked to changes in our revenue. Office and general expenses decreased $83.0 million in the second quarter of 2009 compared to the second quarter of 2008. Foreign exchange impacts reduced office and general expenses by 7.6%. The remaining decrease is a result of our cost containment activities.

Net Interest Expense: Our net interest expense increased in the second quarter of 2009 to $21.9 million, as compared to $18.7 million in the second quarter of 2008. Our gross interest expense decreased $4.0 million to $27.4 million. This decrease was primarily due to lower interest rates on borrowings under our credit facility, partially offset by increases in amortization, in accordance with Emerging Issues Task Force ("EITF") No. 96-19, Debtor's Accounting for a Modification or Exchange of Debt Instruments ("EITF 96-19"), of supplemental interest payments made in prior periods on our Zero Coupon Zero Yield Convertible Notes due 2032. Our gross interest income decreased $7.2 million to $5.5 million in the second quarter of 2009. This decrease was attributable to lower investment rates and foreign exchange impacts on the interest earned on our foreign cash balances.

Income Taxes: Our consolidated effective income tax rate was 34.5% in the second quarter of 2009, which is slightly higher than the second quarter 2008 rate of 33.6%. The increase in our effective tax rate was caused by higher tax expense incurred of $12.9 million due to an uncertain tax position for a foreign subsidiary, which was resolved. This was substantially offset by a reduction in income tax expense of $11.0 million arising from the recognition of foreign income tax credits in accordance with APB 23.

Net Income Per Common Share - Omnicom Group Inc.: For the foregoing reasons, net income - Omnicom Group Inc. in the second quarter of 2009 decreased $73.6 million, or 24.0%, to $233.4 million from $307.0 million in the second quarter of 2008. Diluted net income per common share - Omnicom Group Inc. decreased 21.1% to $0.75 in the second quarter of 2009, as compared to $0.95 in the prior year period. This period-over-period decrease was smaller than the decrease in net income - Omnicom Group Inc. due to the reduction in our weighted average common shares outstanding. The reduction in common shares was the result of our purchases during the first eight months of 2008 of our common stock, net of stock option exercises and shares issued under our employee stock purchase plan.

Results of Operations: First Six Months of 2009 Compared to First Six Months of 2008

Revenue: When comparing performance between quarters and years, we discuss non-GAAP financial measures such as the impact that foreign currency rate changes, acquisitions / dispositions and organic growth have on reported revenue. We derive significant revenue from international operations and changes in foreign currency rates between the years impact our reported results. Our reported results are also impacted by our acquisitions and disposition activity and organic growth. Accordingly, we provide this information to supplement the discussion of changes in revenue period-to-period.

Our first six months of 2009 consolidated worldwide revenue decreased 15.8% to $5,617.3 million from $6,672.3 million in the first six months of 2008. The effect of foreign exchange impacts decreased worldwide revenue by $487.0 million. Acquisitions, net of dispositions, increased worldwide revenue by $19.7 million, while organic growth decreased worldwide revenue by $587.7 million. The components of the first six months of 2009 revenue changes in the U.S. ("domestic") and the remainder of the world ("international") are summarized below (dollars in millions):

                                   Total                   Domestic              International
                           ----------------------   ----------------------   ----------------------
                               $            %           $            %           $            %
                           ---------     --------   ---------     --------   ---------     --------
Six months ended June 30,
2008                       $ 6,672.3         -      $ 3,412.5         -      $ 3,259.8         -

Components of revenue
changes:
Foreign exchange impact       (487.0 )    (7.3 )%           -         -         (487.0 )   (14.9 )%
Acquisitions, net of
dispositions                    19.7       0.3 %         10.2       0.3 %          9.5       0.3 %
Organic growth                (587.7 )    (8.8 )%      (366.0 )   (10.7 )%      (221.7 )    (6.8 )%
                           ---------                ---------                ---------

. . .