SecProbe.io

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 OMNICOM GROUP INC.

 280 Park Avenue

 New York, New York 10017

 December 10, 2025

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Re: Omnicom Group Inc.

 Registration Statement on Form S-4

 File No. 333-291920

 Ladies and Gentlemen:

 Omnicom Group Inc. (the " Company ")
respectfully requests under Rule 461(a) promulgated under the Securities Act of 1933, as amended, that the effective date of the above-referenced
Registration Statement on Form S-4 (the " Registration Statement ") be accelerated to 4:15 p.m. Eastern time on
December 12, 2025, or as soon thereafter as practicable, or at such later time as the Company or our legal counsel, Jones Day, may orally
request via telephone call to the staff of the Division of Corporation Finance of the U.S. Securities and Exchange Commission.

 Once the Registration Statement has been declared
effective, the Company respectfully requests that you confirm that event with Rory Hood, of Jones Day, by a telephone call to (212) 326-3814.

 Please contact Rory Hood, of Jones Day, if you
have any questions concerning the foregoing. Thank you for your attention to this matter.

 Very truly yours,

 OMNICOM GROUP INC.

 By:
 /s/ Louis F. Januzzi

 Name:
 Louis F. Januzzi

 Title:
 Senior Vice President, General Counsel and Secretary

 cc: Rory Hood, Jones Day

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 OMNICOM GROUP INC.

 280 Park Avenue

 New York, New York 10017

 December 3, 2025

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Re: Omnicom Group Inc.
Registration Statement on Form S-4
Filed December 3, 2025

 Ladies and Gentlemen:

 On the date hereof, Omnicom Group Inc. (the " Company "),
filed with the Securities and Exchange Commission (the " Commission ") the Registration Statement on Form S-4
(the " Registration Statement ") relating to the offer to exchange (the " Exchange Offer ")
up to $451,426,000 aggregate principal amount of the Company's 4.650% Senior Notes due 2028, $591,859,000 aggregate principal amount
of the Company's 4.750% Senior Notes due 2030, $457,358,000 aggregate principal amount of the Company's 2.400% Senior Notes
due 2031, $278,341,000 aggregate principal amount of the Company's 5.375% Senior Notes due 2033, $494,331,000 aggregate principal
amount of the Company's 3.375% Senior Notes due 2041 and $491,657,000 aggregate principal amount of the Company's 5.400% Senior
Notes due 2048 (collectively, the " Exchange Notes ") registered under the Securities Act of 1933, as amended
(the " Securities Act "), for any and all of the Company's 4.650% Senior Notes due 2028, the Company's
4.750% Senior Notes due 2030, the Company's 2.400% Senior Notes due 2031, the Company's 5.375% Senior Notes due 2033, the
Company's 3.375% Senior Notes due 2041 and the Company's 5.400% Senior Notes due 2048, which were issued on December 2, 2025.

 The Company is registering the Exchange Offer in
reliance on the Commission staff's position enunciated in the letters issued to Exxon Capital Holdings Corporation (available
May 13, 1988), Morgan Stanley & Co. Incorporated (available June 5, 1991) and Shearman & Sterling (available July
2, 1993). In accordance with the Commission staff's position set forth in those letters, the Company makes the following representations
to the Commission:

 1. The Company has not entered into any arrangement or understanding with any person who will receive the Exchange Notes in the Exchange
Offer to distribute the Exchange Notes following completion of the Exchange Offer and, to the best of the Company's information
and belief, each person participating in the Exchange Offer is acquiring the Exchange Notes in its ordinary course of business and has
no arrangement or understanding to participate in the distribution of the Exchange Notes to be received in the Exchange Offer.

  

 2. The Company will make each participant in the Exchange Offer aware (through the Exchange Offer prospectus or otherwise) that if such
person is using the Exchange Offer to participate in the distribution of the Exchange Notes to be acquired in the Exchange Offer, such
person (a) cannot rely on the Commission staff's position enunciated in Exxon Capital Holdings Corporation or similar
letters and (b) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary
resale transaction. The Company acknowledges that such a secondary resale transaction should be covered by an effective registration statement
containing the selling security holder information required by Item 507 of Regulation S-K promulgated under the Securities Act.

 3. The Company will make each participant in the Exchange Offer aware (through the Exchange Offer prospectus or otherwise) that (a) by
executing the letter of transmittal or similar documentation, any such broker-dealer represents that it will deliver a prospectus meeting
the requirements of the Securities Act in connection with any resale of Exchange Notes received in respect of such existing securities
pursuant to the Exchange Offer and (b) any such broker-dealer must confirm that it has not entered into any arrangement or understanding
with the Company or an affiliate of the Company to distribute Exchange Notes. The Company will include in the letter of transmittal or
similar documentation a statement to the effect that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed
to admit that it is an "underwriter" within the meaning of the Securities Act.

 The Company will include, in the transmittal letter
or similar documentation to be executed by the exchange offeree in order to participate in the Exchange Offer, representations to the
effect that (a) the exchange offeree is acquiring the Exchange Notes in its ordinary course of business, (b) by accepting the Exchange
Offer, the exchange offeree represents that it is not engaged in, does not intend to engage in and has no arrangement or understanding
with any person to participate in a distribution of the Exchange Notes and (c) the offeree is not an "affiliate" of the Company
within the meaning of Rule 405 under the Securities Act, or, if the offeree is an affiliate of the Company, the offeree will comply with
the registration and prospectus delivery requirements of the Securities Act to the extent applicable.

 Please contact Rory Hood, of Jones Day, by a telephone
call to (212) 326-3814, if you have any questions concerning the foregoing or any supplemental information is required. Thank you for
your attention to this matter.

 2

 Very truly yours,

 OMNICOM GROUP INC.

 By:
 /s/ Louis F. Januzzi

 Name:
 Louis F. Januzzi

 Title:
 Senior Vice President, General Counsel and Secretary

 cc: Rory Hood, Jones Day

 [Signature Page to Exxon Letter]

 3

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CORRESP

 January 28, 2025

VIA EDGAR

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 Office of
Trade & Services

 100 F Street, N.E. Washington, D.C. 20549

Attention: Ms. Rucha Pandit

 Re: Omnicom
Group Inc.

 Registration Statement on Form S-4

File No. 333-284358

Request for Effectiveness

 To the
addressee set forth above:

 In accordance with Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended,
we hereby request the acceleration of the effective date of the above-referenced Registration Statement on Form S-4 so that it will become effective on January 30, 2025, at 1:00 p.m., Eastern Time, or as
soon thereafter as practicable, or at such later time as Omnicom Group Inc. (the “Company”) or its counsel may request via telephone call to the staff. Please contact Bradley C. Faris of Latham & Watkins LLP, counsel to the
Company, at (312) 876-6514, or in his absence, Jason Morelli of Latham & Watkins LLP at (312) 777-7125, to provide notice of effectiveness, or if you have any
other questions or concerns regarding this matter.

Sincerely,

Omnicom Group Inc.

By:

 /s/ Louis F. Januzzi

Louis F. Januzzi

Senior Vice President, General Counsel and Secretary

cc:
 Bradley C. Faris, Latham & Watkins LLP

Jason Morelli, Latham & Watkins LLP

January 27, 2025
Louis F. Januzzi
General Counsel
Omnicom Group Inc.
280 Park Avenue
New York, NY 10017
Re:Omnicom Group Inc.
Registration Statement on Form S-4
Filed January 17, 2025
File No. 333-284358
Dear Louis F. Januzzi:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Rucha Pandit at 202-551-6022 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Jason Morelli

February 12, 2019
Philip Angelastro
Executive Vice President and Chief Financial Officer
Omnicom Group Inc.
437 Madison Avenue
New York, New York 10022
Re:Omnicom Group Inc.
Form 10-K for the Fiscal Year Ended December 31, 2017
Filed February 15, 2018
File No. 001-10551
Dear Mr. Angelastro:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Telecommunications

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February 8, 2019

VIA EDGAR

Ms. Patricia Armelin

Division of Corporation Finance Securities and Exchange Commission 100 F Street, NE

Washington, D.C. 20549

RE:    Omnicom Group Inc.

Form 10-K for Fiscal Year Ended December 31, 2017 Filed: February 15, 2018

Form 10-Q for the Quarter Ended June 30, 2018 Filed: July 17, 2018

File No. 001-10551

Dear Ms. Armelin:

This letter responds to the comments (the “Comments”) of the Staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission received by telephone on December 21, 2018 relating to Omnicom Group Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 2017 and Quarterly Report on Form 10-Q for the quarter ended June 30, 2018. For your convenience, the comments are repeated below. All references to “we” and “us” refer to Omnicom Group Inc.

1.Please confirm to the Staff that, with respect to strategic media planning and buying arrangements, there is no material difference in your revenue recognition methods of: “over time” and “at a point in time”; as compared to allocating the fee or commission to the strategic media planning and buying performance obligations.

Response

We confirm that there is no material difference using our revenue recognition methods: “over time” or “at a point in time” as compared to a method where we allocate the fee to two separate performance obligations for the strategic media planning and buying components. Our analysis included fee based arrangements where we recognize revenue “over time” using input measures that correspond to the level of effort expended on a rate per hour or equivalent basis (i.e.; stand-alone selling price) and commission based arrangements where our fee is  based on a percentage of our client’s media purchased from third parties and where we recognize revenue “at the point in time”, typically when the media runs and we satisfy our performance obligation, including when it is not subject to cancellation by the client or media vendor.

2.Please provide the Staff with your proposed ASC 606 revenue recognition accounting policy disclosures reflecting changes from your previously filed reports.

Response

Attachment 1 provides a draft of our revised ASC 606 revenue recognition accounting policy footnote to be used in our future filings, which includes updates regarding the nature of our business, the identification of performance obligations, timing and method of revenue recognition and the principal vs. agent determination.

Please do not hesitate to contact me if you have any questions or require additional information.

Sincerely,

/s/ Philip J. Angelastro Philip J. Angelastro

Executive Vice President and Chief Financial Officer

cc:

Ms. Sarah N. Esquivel, Securities and Exchange Commission Kathryn T. Jacobson, Securities and Exchange Commission Robert S. Littlepage, Securities and Exchange Commission

Michael J. O’Brien, Senior Vice President, General Counsel and Secretary, Omnicom Group Inc. Rory T. Hood, Esq., Jones Day

Rosemary DeVito, KPMG

Attachment 1

Significant Accounting Policies - Revenue Recognition

Under ASC 606, revenue is recognized when a customer obtains control of promised goods or services (the performance obligation) in an amount that reflects the consideration we expect to receive in exchange for those goods or services (the transaction price). We measure revenue by estimating the transaction price based on the consideration specified in the client arrangement.

Revenue is recognized as the performance obligations are satisfied. Our revenue is primarily derived from the planning and execution of advertising communications and marketing services in the following fundamental disciplines: Advertising, which includes creative advertising services and strategic media planning and buying services, Customer Relationship Management or CRM, which includes CRM Consumer Experience and CRM Execution & Support, Public Relations and Healthcare Advertising. Our client contracts are primarily fees for service on a rate per hour or per project basis. Revenue is recorded net of sales, use and value added taxes.

Performance Obligations

In substantially all our disciplines, the performance obligation is to provide advisory and consulting services at an agreed-upon level of effort to accomplish the specified engagement. Our client contracts are comprised of diverse arrangements involving fees based on any one or a combination of the following: an agreed fee or rate per hour for the level of effort expended by our employees; commissions based on the client’s spending for media purchased from third parties; qualitative or quantitative incentive provisions specified in the contract; and reimbursement for third-party costs that we are required to include in revenue when we control the vendor services related to these costs and we act as principal. The transaction price of a contract is allocated to each distinct performance obligation based on its relative stand-alone selling price and is recognized as revenue when, or as, the customer receives the benefit of the performance obligation. Clients typically receive and consume the benefit of our services as they are performed. Substantially all our client contracts provide that we are compensated for services performed to date and allow for cancellation by either party on short notice, typically 90 days, without penalty.

Generally, our short-term contracts, which normally take 30 to 90 days to complete, are performed by a single agency and consist of a single performance obligation. As a result, we do not consider the underlying services as separate or distinct performance obligations because our services are highly interrelated, occur in close proximity, and the integration of the various components of a marketing message is essential to overall service. In certain of our long-term client contracts, which have a term of up to one year, the performance obligation is a stand-ready obligation, because we provide a constant level of similar services over the term of the contract. In other long-term contracts, when our services are not a stand-ready obligation, we consider our services distinct performance obligations and allocate the transaction price to each separate performance obligation based on its stand-alone selling price, including contracts for strategic media planning and buying services, which are considered to be multiple performance obligations, and we allocate the transaction price to each distinct service based on the staffing plan and the stand-alone selling price. In substantially all of our creative services contracts we have distinct performance obligations for our services, including certain creative services contracts where we act as an agent and arrange, at the client’s direction, for third-parties to perform studio production efforts.

Revenue Recognition Methods

A substantial portion of our revenue is recognized over time, as the services are performed, because the client receives and consumes the benefit of our performance throughout the contract period, or we create an asset with no alternative use and are contractually entitled to payment for our performance to date in the event the client terminates the contract for convenience. For these over time client contracts, other than when we have a stand-ready obligation to perform services, revenue is recognized over time using input measures that correspond to the level of staff effort expended to satisfy the performance obligation on a rate per hour or equivalent basis. For client contracts when we have a stand-ready obligation to perform services on an ongoing basis over the life of the contract, typically for periods up to one year, where the scope of these arrangements is broad and there are no significant gaps in performing the services, we recognize revenue using a time-based measure resulting in a straight-line revenue recognition. From time to time, there may be changes in the client service requirements during the term of a contract and the changes could be significant. These changes are typically negotiated as new contracts covering the additional requirements and the associated costs, as well as additional fees for the incremental work to be performed.

To a lesser extent, for certain other contracts where our performance obligations are satisfied in phases, we recognize revenue over time using certain output measures based on the measurement of the value transferred to the customer, including milestones achieved. Where the transaction price or a portion of the transaction price is derived from commissions based on a percentage of purchased media from third parties, the performance obligation is not satisfied until the media is run and we have an enforceable contract providing a right to payment. Accordingly, revenue for commissions is recognized at a point in time, typically when the media is run, including when it is not subject to cancellation by the client or media vendor.

Principal vs. Agent

In substantially all our businesses, we incur third-party costs on behalf of clients, including direct costs and incidental, or out- of-pocket costs. Third-party direct costs incurred in connection with the creation and delivery of advertising or marketing communication services include, among others: purchased media, studio production services, specialized talent, including artists and other freelance labor, event marketing supplies, materials and services, promotional items, market research and third-party data and other related expenditures. Out-of-pocket costs include, among others: transportation, hotel, meals and telecommunication charges incurred by us in the course of providing our services. Billings related to out-of-pocket costs are included in revenue since we control the goods or services prior to delivery to the client.

However, the inclusion of billings related to third-party direct costs in revenue depends on whether we act as a principal or as an agent in the client arrangement. In most of our businesses, including Advertising, which also includes studio production efforts and media planning and buying services, Public Relations, Healthcare Advertising and most of our CRM Consumer Experience businesses, we act as an agent and arrange, at the client's direction, for third parties to perform certain services. In these cases, we do not control the goods or services prior to the transfer to the client. As a result, revenue is recorded net of these costs, equal to the amount retained for our fee or commission.

In certain businesses we may act as principal when contracting for third-party services on behalf of our clients. In our events business and most of our CRM Execution & Support businesses, including field marketing and certain specialty marketing businesses, we act as principal because we control the specified goods or services before they are transferred to the client and we are responsible for providing the specified goods or services, or we are responsible for directing and integrating third-party vendors to fulfill our performance obligation at the agreed upon contractual price. In such arrangements, we also take pricing risk under the terms of the client contract. In certain specialty media buying business, we act as principal when we control the buying process for the purchase of the media and contract directly with the media vendor. In these arrangements, we assume the pricing risk under the terms of the client contract. When we act as principal, we include billable amounts related to third-party costs in the transaction price and record revenue over time at the gross amount billed, including out-of-pocket costs, consistent with the manner that we recognize revenue for the underlying services contract. However, in media buying contracts where we act as principal, we recognize revenue at a point in time, typically when the media is run, including when it is not subject to cancellation by the client or media vendor.

Variable Consideration

Some of our client arrangements include variable consideration provisions, which include performance incentives, tiered commission structures and vendor rebates in certain markets outside of the United States. Variable consideration is estimated and included in total consideration at contract inception based on either the expected value method or the most likely outcome method. These estimates are based on historical award experience, anticipated performance and other factors known at the time.

Performance incentives are typically recognized in revenue over time. Variable consideration for our media businesses in certain international markets includes rebate revenue and is recognized when it is probable that the media will be run, including when it is not subject to cancellation by the client. In addition, when we receive rebates or credits from vendors for transactions entered into on behalf of clients, they are remitted to the clients in accordance with contractual requirements or retained by us based on the terms of the client contract or local law. Amounts passed on to clients are recorded as a liability and amounts retained by us are recorded as revenue when earned, which is typically when the media is run.

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FOIA CONFIDENTIAL TREATMENT REQUESTED BY OMNICOM GROUP INC.

Omnicom Group Inc.

437 Madison Avenue

New York, New York 10022

Attention: Mr. Philip J. Angelastro, Executive Vice President and Chief Financial Officer

(212) 415-3098

October 19, 2018

VIA EDGAR

Ms. Patricia Armelin

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

RE:    Omnicom Group Inc.

Form 10-K for the Year Ended December 31, 2017

Filed February 15, 2018

Form 10-Q for the Quarter Ended June 30, 2018

Filed July 17, 2018

File No. 001-10551

Dear Ms. Armelin:

This letter responds to the request for certain supplemental information by the Staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission received by telephone on September 11, 2018 and October 16, 2018 (the “Request”) relating to the Staff’s letter dated July 23, 2018 and Omnicom Group Inc.’s corresponding response letter to the Staff, dated August 16, 2018. All references to “Omnicom,” the “Company,” “we,” “us” and “our” refer to Omnicom Group Inc.

In response to the Request, we are providing to the Staff the supplemental information attached hereto as Attachment 1.

Pursuant to 17 C.F.R. §200.83, confidential treatment of the redacted portions of the supplemental information in Attachment 1 is requested by a separate letter to you of the date herewith. The confidential information is marked with bracketed asterisks (“[***]”).

Please do not hesitate to contact me if you have any questions or require additional information.

Sincerely,

/s/ Philip J. Angelastro

Philip J. Angelastro

Executive Vice President and Chief Financial Officer

cc:

Michael J. O’Brien, Senior Vice President, General Counsel and Secretary, Omnicom Group Inc.

Rory T. Hood, Esq., Jones Day

Timothy M. Daly, KPMG

OMNI 001

FOIA CONFIDENTIAL TREATMENT REQUESTED BY OMNICOM GROUP INC.

Attachment 1

Background

We believe this Attachment is responsive to the questions that we discussed on our call on September 11, 2018. We have included information regarding the nature of our creative advertising and strategic media planning and buying businesses and the services we provide. We have provided additional details regarding the nature of our client contracts and the identification of the associated performance obligations, and we have specifically addressed our application of ASC 606 and the Five Step Model. We have also provided additional clarification of the application of our revenue recognition procedures as they apply to certain commission- based client arrangements, as well as addressed our consideration of whether we act as an agent or as a principal based on the control indicators of ASC 606.

Application of ASC 606 - Executive Summary

The following summary of the application of the ASC 606 five step revenue recognition framework to our creative advertising and strategic media planning and buying services businesses. This summary is being provided to assist the Staff in understanding our business and our application of ASC 606 and it is meant to serve as the basis for a future discussion with the Staff regarding our application of ASC 606. The following is a summary of the key points:

We provide Professional Marketing and Corporate Communications Advisory and Consulting Services across a comprehensive range of marketing and communication disciplines, including Creative Advertising and Strategic Media Planning and Buying services. At the core of our service is our promise to deliver an integrated agreed-upon level of effort at an agreed-upon price to address our client’s marketing needs. Our client arrangements require that we provide the agreed-upon level of effort by staff function needed to perform the requested services on a discrete project basis. The promised level of effort is documented in a Statement of Work (SOW). The fee included in the SOW is formalized with a staffing plan as our agencies are compensated for their time and effort on a rate per hour basis.

Like many professional service firms, we work for our clients on essentially an at-will basis. The project underlying our client contracts are either short-term engagements (90 days or less) or long-term engagements (up to one year). Generally, our client contracts are cancelable by either party on short notice for any reason. In the event of cancellation, we are entitled to payment for our services performed to date without regard to any specific tangible output. Our engagements are highly collaborative with the client and the client is well informed of progress to date. As a result, our services are consumed by the client throughout the contractual period. Further, the intellectual property we produce is owned by the client and has no alternative use to us. Accordingly, the preponderance of our professional services revenue is recognized over time measured by labor hours.

While the items above summarize the key points of the presentation, we have also addressed several other items in the materials that follow, including previously discussed matters in our response to the Staff’s comment letters, regarding our consideration of the application of the five step revenue recognition framework of ASC 606 and we welcome the opportunity to discuss this presentation with the Staff.

OMNI 002

FOIA CONFIDENTIAL TREATMENT REQUESTED BY OMNICOM GROUP INC.

1.

 “What We Do” - Professional Marketing and Communications Services

We provide Professional Marketing and Corporate Communications Advisory and Consulting Services, including Creative Advertising Services and Strategic Media Planning and Buying Services, across all marketing disciplines.

Creative Advertising Services

Creative Advertising Services consist of the following functions: Strategy and Planning; Creative Leadership; Account Management Services; Digital and Social Services; Production Coordination Services; and Administrative Services. [***].

Strategic Media Planning and Buying Services

Strategic Media Planning and Buying Services consist of the following functions: Media Communications Strategy; Media Communications Planning; Continual Optimization of the Media Strategy and Planning Cycle; Analytics and Reporting; Media Buying Coordination Services; Account Management Services; and Administrative Services. [***].

2.

 Linking “What We Do” to the Client Arrangements and Addressing the Accounting Literature and our Accounting Policy - Application of the Five Step Model

Step 1 - Identify the Contract

A.

 A contract is an agreement that creates enforceable rights and obligations (ASC 606-10- 25-20).

The Master Services Agreement (MSA) is a customized agreement setting forth the terms and conditions under which the client may engage Omnicom for professional services. The contracting entity in the vast majority of cases is the Lead Agency, or Agency Network and not Omnicom.

The Statement of Work (SOW) identifies the promised services to be transferred to the client, (Creative Advertising Services, or Strategic Media Planning and Buying Services in the examples previously provided to the Staff) and the specific fees, terms and conditions for the promised services.

•

 The MSA and SOW together represent the client contract and establish the enforceable rights and obligations of the parties.

•

 Fees and the related level of Agency effort are included in the SOW as an appendix to the MSA.

•

 The MSA and SOW are cancelable by either party on 90 days’ notice without penalty and all MSAs provide that the Agency is entitled to all fees for services performed through the cancellation date. The MSA and SOW do not contain cancellation penalties and terminations for convenience, though infrequent, can and do occur.

•

 An SOW can be for short-term projects (90 days or less) or long-term assignments (up to one year).

•

 Every SOW is separately negotiated with the client by the performing Agency and our Agencies execute and perform tens of thousands of SOWs per year.

•

 A staffing plan, which is included in the SOW, translates the SOW into the agreed-upon level of effort by staff function needed to perform the requested services. As with other professional services firms, both the Agency and the client monitor the amount of time incurred against the staffing plan.

•

 The Agency’s rate card is then applied to the forecasted aggregate hours by function from the staffing plan to arrive at the resulting fee.

•

 Some client arrangements include performance incentives that can be both qualitative and quantitative.

•

 In certain markets and on an infrequent basis, commission structures are used in client arrangements.

B.

 Optional Services

Often services not contemplated in the original SOW are added at a later date. All optional services are a separate purchasing decision by the client.

•

 A new and distinct SOW is prepared for the new services under the terms and conditions of the MSA and the additional services are priced at the standalone selling price (see Items E and F below).

OMNI 003

FOIA CONFIDENTIAL TREATMENT REQUESTED BY OMNICOM GROUP INC.

•

 Optional purchases are therefore treated as a separate contract and not a contract modification for accounting purposes (discussed in item F below).

C.

 Multi Agency Engagements

Clients often require services from more than one of our Agencies. In most cases, the services provided by each of our Agencies would be subject to the same MSA and a separate SOW is negotiated with the client by each performing Agency. [***].

D.

 Multi Discipline Engagements

In a few businesses and markets, one Agency may perform several services (e.g.; creative and media). In such instances the SOW will include both services and a combined fee. However, the staffing plans included in the SOW will specifically identify the service disciplines involved; the result is effectively the same as having a separate SOW and fees for each service discipline; that is, each service is priced at its standalone selling price. In this case, the scope for each service discipline is based on the respective staffing plan. The scope for each service discipline is treated as a separate performance obligation and fees are allocated to each performance obligation based on the relative proportion of hours in each respective staffing plan (ASC 606-10-32 through 35).

E.

 Combining Contracts - ASC 606-10-25-9

Two or more contracts entered into at or near the same time with the same customer shall be combined if one or more of the following criteria are met:

•

 The contracts are negotiated as a package with a single commercial objective.

•

 The consideration to be paid on one contract depends on the price or performance of the other contract.

•

 The goods or services promised in the contracts are a single performance obligation (ASC-606-10-14 through 22).

In our multi-agency engagements, more than one Agency will provide services to the client.  In most cases, each Agency will negotiate a separate SOW with the client. We concluded that we do not meet the criteria to combine the SOW of each Agency into a single contract because:

•

 Each Agency negotiates a separate SOW for its services and the SOW is not negotiated as part of a package with another Agency.

•

 The consideration paid to each Agency is separate and distinct and there are no pricing or performance interdependencies with any other Agency SOW.

•

 The goods and services promised by each Agency are separate performance obligations. In a multi-agency arrangement, each Agency has its own functional discipline that is different from the other performing Agency.

F.

 Contract Modifications - ASC 606-10-25-10 through 13

A contract modification is a change in the scope or price, or both in a contract. Contract modifications are treated as either a separate stand-alone contract or are combined with the original contract. A contract modification is accounted for as a separate contract if both the following conditions are met:

•

 The scope of the contract increases because of additional goods and services that are distinct.

•

 The price of the contract increases by an amount that reflects the stand-alone selling prices of the additional goods and services.

In circumstances where the client adds additional scope or new services reflecting services not contemplated in the original SOW, the Agency will execute a new SOW with the client. We concluded that in these instances, the new SOW is accounted for as a separate contract.

A contract modification that is not accounted for as a separate contract is accounted for as a change to the original contract. Infrequently, significant variations in the level of effort in a fixed fee contract may result in an adjustment, upward or downward, to the fee. In these cases, we concluded that these changes are a modification of the existing SOW. We account for this modification by updating the transaction price and recording a cumulative catch-up adjustment to revenue in accordance with ASC 606-10-25-13b.

OMNI 004

FOIA CONFIDENTIAL TREATMENT REQUESTED BY OMNICOM GROUP INC.

Step 2 - Identify the Performance Obligations

A.

 The performance obligations are the promised goods and services in the contract that will be transferred to the client (ASC 606-10-25-16).

•

 The SOW is the agreed-upon level of effort expressed in FTEs and staff classification for the engagement. The promise to the client is the level of effort to provide and integrate the advisory and consulting services.

B.

 For Creative Advertising Services, the integration of the collective effort of the FTEs results in the execution of creative ideas that extend across the client’s marketing organization, brands and products including, incidental production efforts and output that are not distinct in the context of the contract (ASC 606-10-25-21).

•

 The core of a creative assignment is to provide the client with a strategic marketing plan and creative idea that can be used throughout the client’s marketing and sales organization and across all types of media. Our engagements are highly collaborative with the client and the client is kept well-informed of progress-to-date. Therefore, the client is receiving and consuming our services as the SOW is completed. All output produced requires the integration of the Agency’s collective effort (i.e.; the marketing strategy and creative idea).

•

 The SOW is a promise to provide advisory and consulting services at an agreed-upon level of effort by Agency personnel at an agreed-upon rate per hour to accomplish the entire assignment. [***].

•

 The Agency may or may not be asked to provide advisory and consulting services related to the production of the commercial spots which is performed by third-party production companies. The MSA provides that the Agency will be compensated for the level of effort expended to date in the event of cancellation by the client, [***].

C.

 Other Considerations - Creative Services

•

 The client is involved throughout the creative process.

•

 [***].

•

 The client may request Optional Services. Often production coordination services are an Optional Service that may or may not involve the Agency. Agency involvement in Optional Services results in a separate SOW (i.e., a separate contract), including out-of-pocket costs and pass-through costs. Pass-through costs are third-party vendor costs that are pre-approved by the client, coordinated by the Agency, and are required to be billed to the client without mark-up.

•

 The client typically hires the services of a third-party cost consultant to oversee Agency and other third-party vendors (production companies, talent vendors, research companies, etc.).

D.

 For Strategic Media Planning and Buying Services, the incorporation of the collective level of effort of the FTEs results in a comprehensive media plan and th

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CONFIDENTIAL TREATMENT REQUESTED BY OMNICOM GROUP INC.

Omnicom Group Inc.

437 Madison Avenue

New York, NY 10022

Attn: Mr. Philip J. Angelastro, Executive Vice President and Chief Financial Officer

(212) 415-3098

August 16, 2018

Mr. Robert S. Littlepage

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:    Omnicom Group Inc.

Form 10-K for Year Ended December 31, 2017

Filed February 15, 2018

Form 10-Q for the Quarter Ended June 30, 2018

Filed July 17, 2018

File No. 001-10551

Dear Mr. Littlepage:

This letter responds to a letter from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) dated July 23, 2018 that provided certain comments pertaining to Form 10-K for the year ended December 31, 2017 and Form 10-Q for the quarter ended June 30, 2018 of Omnicom Group Inc. For your convenience, the Staff's comments are repeated below. All references to “Omnicom,” “we,” “us” and “our” refer to Omnicom Group Inc.

Pursuant to 17 C.F.R. §200.83, we request that confidential treatment under the Freedom of Information Act (“FOIA”) be afforded to the redacted portions of our response to Comment 3. The confidential information is marked with bracketed asterisks (“[***]”). Omnicom believes that the confidential information represents proprietary business information which, if made public, would place the Company at a competitive disadvantage. If any person requests access to the confidential information referred to herein, whether pursuant to the FOIA or otherwise, we request in accordance with Rule 83 that we be promptly notified of any such request and furnished with a copy of all written materials pertaining to such request, so that we may further substantiate the foregoing request for confidential treatment. Please address any notifications of a request for access to such documents to the undersigned.

Form 10-Q for the Quarter Ended June 30, 2018

Notes to Consolidated Financial Statements

2. Revenue, page 6

We have reviewed your response to comment three. We note you have combined managing third-party service providers on behalf of clients to produce content or deliver media or production services with other services into a single performance obligation. Please provide us with a specific and comprehensive discussion of the nature of the activities involved in these management services. In addition, please clarify if you earn any commissions specific to these services. If so, please tell us when the associated revenue is recognized. Finally, please tell us how you considered the guidance related to variable consideration for a series. Reference ASC 606-10-32-40.

RESPONSE

At the core of our services is the use of our intellectual capital to create or develop a client’s marketing or communication message or content that can be delivered to a target audience across various communication mediums. There are four primary components involved in the delivery of our services, as described in response to Comment 3 in our letter to the Staff, dated June 27, 2018 (the "June 2018 Response Letter"), which are: understanding a client’s brand; developing insights and creative solutions; creating a unique message to communicate the brand proposition; and coordinating third-party service providers to produce content production services and deliver media. When we meet the applicable criteria, we combine these components into one

performance obligation because the services are highly interrelated and the integration of these services is essential to the completion of our performance obligation under the contract. Some of these services are provided by third parties, including content production services and media planning and buying services.

The third-party content production services we coordinate on behalf of our clients consist of administrative efforts in connection with our role as an intermediary, including:

1.

 Review the project scope and requirements, and develop specifications for vendor selection.

2.

 Conduct the vendor bidding process:

a.

 Send project specifications and request for quotes to potential vendors.

b.

 Review vendor responses.

c.

 Negotiate pricing and payment terms.

3.

 Review project specifications, recommended vendors and talent, including artists and freelance labor, and costs.

4.

 Prepare an estimate of third-party production services for client approval.

5.

 Issue purchase orders to approved vendors.

6.

 Attend vendor preproduction meetings with the client to discuss scope, schedule and budget.

7.

 Monitor vendor performance and review related production output.

8.

 Communicate updates and changes to client and obtain client approval of production material.

9.

 Deliver production materials for distribution.

10.

 Review and reconcile vendor invoices to approved purchase orders.

11.

 Process vendor payments.

In coordinating the production services for a client in our role as agent, our clients provide us with very specific requirements and procedures designed to ensure that the client ultimately controls the vendor selection and the process for producing advertising content. While the details of these requirements vary by client and by contract, the objective is the same: to define the agency’s role in the production process. As described in the representative studio production services contract provided in the Supplemental Information as part of our response to Comment 3, our requirements are as follows:

1.

 Page 7 Section 2.4(e) provides that production services must follow the "Production Guidelines No. 2" set forth in Schedule 6.

2.

 Page 8 Section 2.7(b) specifies that the client must approve any third-party suppliers that agency may use to provide production services.

3.

 Page 9 Section 2.7(e) provides that all agreements entered into by the agency with any vendor are entered into as an agent for a disclosed principal and the agency is liable for payments only to the extent the agency has been paid by the client.

4.

 Page 15 Section 7.1 provides for a fixed fee arrangement. Fees and expenses charged by the agency will not exceed the amount agreed to in each SOW unless approved by the client.

5.

 Page 15 Section 7.2 provides that production expenses are billed to the client at the agency's cost without markup or profit and net of any discounts or commission. Additionally, this section provides that the agency is acting as an agent for a disclosed principal and is liable for payments to the production vendors only to the extent that the agency has been paid by the client.

6.

 Page 51 Schedule 6 defines the processes and procedures to be used for production services in our role as agent. Page 53 requires a budget and that the budget be submitted to a cost consulting firm selected by the client. Further, page 54 clarifies that the cost consulting firm must be involved in setting the budget. We review the budget with the cost consulting firm.

7.

 Pages 55 - 58 establish the bidding process, which we organize and administer, to be followed before selecting the production firm. Page 56 expressly limits the number of agency personnel permitted to be included in the travel budget for travel to the production site.

8.

 Page 59 covers the preproduction phase, which requires that the client’s cost consulting firm must attend the preproduction meetings, which we coordinate and attend.

9.

 Page 60 establishes requirements for creative changes made during the actual shoot or in the post-production process and mandates that a client representative be present at the shoot and that any changes post-production are sent to the client’s cost consulting firm prior to any cost being incurred. We would coordinate this effort.

In providing media planning and buying services to clients, the agency first develops a customized media strategy designed to achieve the client’s objectives. Agency activities in planning the client’s media strategy involve research, analysis and consultation with the client, including performing market research and identifying the target audiences that best match the creative message with the desired consumer. In many cases, this involves the use of Annalect or Omni, our in-house data and analytics tools and platform. In the buying phase, the agency's activities involve execution of the media strategy. This involves a significant administrative effort by the agency from negotiation, placement and coordination of the buy with third-party media vendors to ad trafficking (physical distribution of the advertisement). More specific and comprehensive examples of the activities involved in an agency’s role as intermediary in the media buying process are as follows:

1.

 Mediate in contract negotiations with media properties/vendors.

2.

 Obtain client approval for authorization to make purchases at agreed upon prices and terms.

3.

 Coordinate purchase approval (insertion orders) and financial transactions, including PO numbers, approvals/orders, vendor payment and reconciliations.

4.

 Purchase media from vendors, as an agent, in all media channels (traditional channels, including TV, radio, print and cable, digital display, digital video, search, social and programmatic using our Accuen platform).

5.

 Administer ad trafficking, tagging and ad serving services.

6.

 Compile and distribute media campaign results:

i.

 Traditional and digital ad verification to ensure quality impressions.

ii.

 Comprehensive media spend reporting by channel or geography.

iii.

 Co-marketing claiming services, as applicable.

iv.

 Competition reporting or spend analysis.

Similar to our role in the administration of third-party production service providers, in managing the media buying services for clients, as agent, our clients provide specific administrative procedures to follow prior to execution of an insertion order for a purchase with the media vendor as well as prior to billing the client. As described in the representative media purchase contract provided in the Supplemental Information as part of our response to Comment 3, the required administrative procedures we must follow are as follows:

1.

 Pages 1 and 2 (Section 3.1) provides that the agency is authorized to purchase media for a disclosed principal and to confirm with the media vendor that payment terms are such that the vendor is not paid until the agency is paid by the client. The contract provides that the cost of the media shall be passed through to the client at the agency’s cost (i.e., with no allowance for a markup or profit by the agency).

2.

 Page 2 (Section 3.2) specifies that the agency is required to obtain approval from the client prior to the execution of an insertion order to purchase media with the media vendor.

3.

 Page 2 (Section 3.3) specifies that the agency is charged with administering the contract with the media vendor and ensuring proper fulfillment of the order.

4.

 Pages 4 and 5 (Sections 8.1 and 8.2) provides that the agency must follow separate and specific billing procedures - one billing for its fee and a separate billing for media charges.

5.

 Page 5 (Section 9.2) provides that the agency is responsible for ensuring the accuracy of the media billings, typically by obtaining affidavits or other proof of performance and confirming/reconciling all media charges from the media vendor. The documentation must be maintained for two years and is subject to audit by the client.

The compensation for coordinating third-party services on behalf of our clients is included in our fixed fee or commission. We do not earn a separate or additional fee or commission for coordinating third-party production or media services. Most of our media arrangements are a fee for service. However, as described in our response to Comment 4 in the June 2018 Response Letter, and as described below in our response to Comments 2 and 3, we have some client contracts where we earn commissions based on a percentage of the client’s total media expenditures, which includes remuneration for the services described above for coordinating the third-party efforts in connection with the media buying and billing process, and we recognize revenue when it is probable that the media will be run, including when it is not subject to cancellation by the client.

For retainer contracts, we have concluded that our stand-ready performance obligation meets the series criteria and should be accounted for as a single performance obligation, including remuneration for managing third-party service providers, which is also included in our fee. We do not receive a separate or additional fee for managing third-party providers. Our conclusion is based on the fact that each separate performance obligation involves identical services to complete: namely a dedicated staff assigned to the client on a rate per hour or equivalent basis. An estimate of variable consideration, if any, which typically consists of performance incentives, is included in the estimated fee at inception and updated each reporting period over the term of the contract. Such performance incentives are typically based on meeting specified criteria with respect to our performance on the

contract as a whole and do not specifically relate to a distinct service within the series. Accordingly, the variable consideration is aggregated over the entire contract period, typically one year, and is recognized on a straight-line basis consistent with our revenue recognition policy for retainer contracts.

2.

 We have reviewed your response to comment four. We note in your commission arrangements you consider the airing of media a constraint and only record revenue when the media has been run. Please further explain why an estimate of variable consideration cannot be made in an earlier period. In addition, please reconcile your response to your disclosure on page 7 hereunder in which you state that commission revenue is recognized when it is probable that the media will be run. Reference ASC 606-10-32-5 through 14.

RESPONSE

We are compensated for media buying services based on either a fixed-fee or commission based on a percentage of the client's total media expenditure. The client contract typically includes an estimate of the media expenditures in order to determine the appropriate staffing levels to service the engagement, but the actual expenditures will vary. Media purchases, or insertion orders, are typically made 30 to 90 days in advance of the anticipated media run date. Under substantially all contracts, the client or media vendor has the ability to change or cancel the insertion order until shortly before the scheduled media run date. Accordingly, and to clarify the language in our June 2018 Response Letter regarding the timing of revenue recognition, for our commission-based contracts, our performance obligations are satisfied at the point-in-time when it is probable that the media will be run, including when it is not subject to cancellation by the client.

For commission-based contracts we consider each media buy a discrete performance obligation and we estimate the transaction price for each discrete purchase upon completion of the insertion orders and prior to the run date. We account for each media buy as a distinct performance obligation because under the terms of the contract we have not earned our fee or commission and we do not recognize revenue until it is probable that the media will be run, including when it is not subject to cancellation by the client. By contrast, although in most contracts the clients also require specific documentation from the media vendor in support of the media being run consistent with the insertion order, we treat this contingency as a billing matter and it does not impact the timing of when we record the revenue in ac

July 23, 2018
Philip Angelastro
Executive Vice President and Chief Financial Officer
Omnicom Group Inc.
437 Madison Avenue
New York, New York 10022
Re:Omnicom Group Inc.
Form 10-K for the Fiscal Year Ended December 31, 2017
Filed February 15, 2018
Form 10-Q for the Quarter Ended June 30, 2018
Filed July 17, 2018
File No. 001-10551
Dear Mr. Angelastro:
            We have reviewed your June 27, 2018 response to our comment letter and have the
following comments.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in
our June 12, 2018 letter.
Form 10-Q for the Quarter Ended June 30, 2018
Notes to Consolidated Financial Statements
2. Revenue, page 6
1.We have reviewed your response to comment three.  We note you have combined
managing third-party service providers on behalf of clients to produce content or deliver
media or production services with other services into a single performance obligation.
Please provide us with a specific and comprehensive discussion of the nature of the
activities involved in these management services.  In addition, please clarify if you earn

 FirstName LastNamePhilip Angelastro
 Comapany NameOmnicom Group Inc.
 July 23, 2018 Page 2
 FirstName LastName
Philip Angelastro
Omnicom Group Inc.
July 23, 2018
Page 2
any commissions specific to these services.  If so, please tell us when the associated
revenue is recognized.  Finally, please tell us how you considered the guidance related to
variable consideration for a series. Reference ASC 606-10-32-40.
2.We have reviewed your response to comment four.  We note in your commission
arrangements you consider the airing of media a constraint and only record revenue when
the media has been run.  Please further explain why an estimate of variable consideration
cannot be made in an earlier period.  In addition, please reconcile your response to your
disclosure on page 7 hereunder in which you state that commission revenue is recognized
when it is probable that the media will be run.  Reference ASC 606-10-32-5 through 14.
3.We note your response to comment five.  Please address the following items:
•Quantify the significance of media purchases where you act as an agent and those
where you act as a principal.
•We note your assessment of indicators.  Please provide us with a more specific and
comprehensive discussion of how you considered the definition of control in your
analysis and whether you are directing the use of the purchased media and studio
production services.
•Please discuss how you considered the use of your Annalect, Omni and
Accuen platforms.
•In order for us to better understand your analysis, please provide us with representative
contracts and related invoices, if applicable, for your purchased media and studio
production services.

            You may contact Kathryn Jacobson, Senior Staff Accountant at (202) 551-3365 or Robert
Littlepage, Accountant Branch Chief at (202) 551-3361  if you have questions regarding
comments on the financial statements and related matters.  Please contact  Courtney Lindsay,
Staff Attorney at (202) 551-7237 or  Celeste Murphy, Legal Branch Chief at (202) 551-3257
with any other questions.
Division of Corporation Finance
Office of Telecommunications

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June 27, 2018

Via EDGAR

Mr. Robert S. Littlepage

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:    Omnicom Group Inc.

Form 10-K for Fiscal Year Ended December 31, 2017

Filed February 15, 2018

Form 10-Q for the Quarterly Period Ended March 31, 2018

Filed April 17, 2018

File No. 001-10551

Dear Mr. Littlepage:

This letter responds to a letter from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) dated June 12, 2018 that provided certain comments pertaining to the Annual Report on Form 10-K for the fiscal year ended December 31, 2017 and the Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2018 of Omnicom Group Inc. For your convenience, the Staff's comments are repeated below. All references to “Omnicom,” “we,” “us” and “our” refer to Omnicom Group Inc.

Form 10-K filed February 15, 2018

Business, page 1

1.

 In future filings, please discuss any material impact election spending may have on your financial performance and how this may be cyclical. In this regard, we note that on multiple occasions during your earnings call for the fiscal year ended December 31, 2017, your management stated on a couple of occasions that election spending was to have an impact on your financial performance.

RESPONSE

Election spending is limited to our Public Relations (PR) discipline and has not historically been a significant revenue source for Omnicom. Revenue from election spending is primarily concentrated at one of our PR agencies that also provides services unrelated to election consulting including; brand positioning, corporate social impact and issue communications. Revenue from all sources provided by this agency accounted for less than 0.5% of Omnicom's revenue in each of 2017 and 2016.

While the decrease in election spending from 2016 to 2017 did impact the revenue growth in our PR discipline in North America, the impact of election spending was not material to Omnicom’s overall revenue or organic growth.

In future filings, we will add disclosure to address the impact of election spending, as well as other seasonal or cyclical factors that impact our financial performance if they are material.

1

Revenue, page 17

2.

 We note that you present organic growth by geographic region. In the case of North America, your largest geographic region, you experienced "modest" organic growth but did not discuss the offsetting factors. We understand from your recent earnings call that OMD account losses constrained your overall growth for three quarters of 2017 and “will probably for the first and possibly the second quarter" (of 2018).

Additionally, a lot of your clients “over the course of the last five quarters have shifted- especially in the United States … from a bundled way of purchasing to an unbundled methodology of purchasing." Please discuss significant trends and underlying factors driving or constraining organic growth where material to an understanding of consolidated information. Refer to Item 303A of Regulation S-K.

RESPONSE

While the focus of our filings is to disclose material trends, events or other factors that impact our financial performance, discussion on our earnings calls may include other items or events that occurred during the quarter. In future filings, we will expand our disclosure of significant trends and underlying factors that impact our revenue growth and financial performance to include relevant examples to assist in understanding the changes impacting organic growth and our financial performance.

Form 10-Q for the Quarterly Period Ended March 31, 2018

2. Revenue, page 6

Background information related to Comments  3 through 6.

We believe that the following information relating to our contractual arrangements with our clients may be helpful to the Staff’s understanding of our response to Comments 3 through 6.

In substantially all our arrangements with clients, the legal and business terms, including representations, rights, responsibilities, indemnification, billing and payment procedures and terms, are covered by a Master Service Agreement (MSA). The MSA, however, often exceeds one year and rarely includes specific service deliverables or fee information. This information is typically contained in one or more separate Scope of Work (SOW) documents as addenda to the MSA. In many cases, we service our clients by having multiple agencies collaborate to deliver a client’s marketing communication objective. In these multidisciplinary engagements, although the services provided to the shared clients typically fall under the same MSA, each servicing agency typically negotiates a separate SOW related to its specific services to be delivered, including the terms and fees for the engagement. The fee is typically detailed by staff classification, on a rate per hour basis and includes an estimate for any third-party costs. Generally, the SOW can be for a single performance obligation which is typically for a relatively short period, for example a project that can take between 30 to 90 days, or up to one year for a more substantial effort likely involving more than one performance obligation which is often structured as a retainer contract. The accounting judgments made with respect to revenue recognition are affected by the terms of the MSA and the relevant SOW's, which collectively form the contract.

3.

 We note your disclosure that certain fixed fee projects have a single performance obligation. Please clarify what services you have combined into this single performance obligation and what services you have treated as separate performance obligations. Reference ASC 606-10-25-21 and ASC 606-10-50-12 (c).

RESPONSE

The performance obligation at the core of our services in fixed-fee arrangements is the ability to use our intellectual capital to create or develop a client’s marketing or corporate communications message, or content that can be delivered to a target audience across different communication mediums.

As described above, across our businesses, we have both short-term project contracts with clients, which normally take up to 90 days to complete, and long-term projects, which may take up to a year to complete. Our short-term projects normally consist of one SOW with one specific agency. In these arrangements, we typically integrate the

2

underlying agency services (enumerated below) to complete the performance obligation and do not combine any performance obligations. In our long-term projects depending on the facts and circumstances (as described more fully below) we may conclude that the performance obligation is a stand-ready obligation in which we will combine similar performance obligations into a single performance obligation, or we may treat the performance obligations as distinct and use stand-alone selling prices to allocate the appropriate transaction price to each performance obligation.

The underlying services provided in the delivery of the performance obligations include:

1.

 Understanding a client’s brand and its selling proposition;

2.

 Developing a unique message to communicate the value of the brand to a target audience and managing the creative idea throughout the production process;

3.

 Using marketing technologies, whether through traditional means or emerging digital platforms, to analyze data and develop insights and creative solutions, which may or may not include media planning and buying; and

4.

 Managing third-party service providers on behalf of clients to produce content or deliver media or production services.

For example, a client may use one of our agencies in our advertising, CRM or public relations discipline to target a message to consumers on a social media platform. The client will likely choose the discipline based on factors specific to the efficacy of the discipline as it relates to the message being conveyed. A company trying to reach a broad set of consumers with an environmental message may choose a creative advertising agency, or if their goal is to create a social media dialog with consumers, they may choose a PR agency. In either case, the underlying fundamental services provided would be similar to the CRM services provided to a company trying to reach targeted consumers on a digital platform while they are researching or shopping for a specific product or service on the Internet. That is, the services provided by each of the agencies in their respective disciplines will be provided by using our intellectual capital to develop the appropriate content or message for the communications/media channel to be used and ensuring it is being delivered to the right audience in the right place at the right time.

For our short-term projects, where one agency contracts for a single SOW with a client, we do not view the underlying services provided throughout this process as separate or distinct performance obligations. The performance obligation is the integration of these services into the desired communication format that is optimal for the preferred medium. More specifically, the individual components of these services do not meet the requirements of ASC 606 to be considered as separate performance obligations when evaluating the following factors of ASC 606-10- 25-21.

Factors that indicate a promise is separately identifiable are:

1.

 The entity does not provide a significant service of integrating the goods or services with other goods or services promised in the contract into a bundle of goods or services that represent the combined output for which the client has contracted. In other words, the entity is not using the goods or services as an input to produce or deliver the combined output specified by the client.

2.

 The goods or services do not significantly modify or customize another good or service promised in the contract.

3.

 The good or service is not highly dependent on, or highly interrelated with, other goods or services promised in the contract. For example, the fact that a client could decide to not purchase the good or service without significantly affecting the other promised goods or services in the contract might indicate that the good or service is not highly dependent on, or highly interrelated with, those other promised goods or services.

As the services we provide are highly interrelated, integration of the various components of a marketing message is essential to our services. Accordingly, we believe that treating the services as a single performance obligation is appropriate.

With respect to our larger and longer term projects, which generally cover periods of up to a year, and often include more than one performance obligation, but where all services and performance obligations are similar (e.g., creating, developing and producing advertising for four separate campaigns over the course of a year), we would typically apply the series guidance of ASC 606-10-25 and combine the performance obligations.

3

The series guidance provides that if the services provided are substantially the same and both of the following conditions are met the services provided can be considered a single performance obligation:

1.

 Each distinct good or service in the series is a performance obligation satisfied over time (ASC 606-10-25-31).

2.

 The same method would be used to measure progress toward satisfaction of each good or service in the series (ASC 606-10-25-32).

As the separate deliverables involve identical services to complete and the SOW includes an expected number of hours, staffing plan and rate per hour in arriving at the level of effort and agreed-upon fee, we believe all conditions are satisfied to treat this type of engagement as a single performance obligation. When clients expect a level of service effort over the contract period, we often structure these arrangements as a retainer which is discussed further in our response to Comment 6 below.

In some cases, our long-term fixed-fee contracts have more than one service or performance obligation and we do not apply the ASC 606 series guidance. In this instance, we allocate a portion of the fee to each performance obligation based on its stand-alone selling price, which is typically derived from the staffing plan. The multi-discipline arrangements described further in our response to Comment 4 below is an example of such allocation.

In future filings, we will clarify that some of our contracts can include more than one performance obligation that are not combined into a single performance obligation.

4.

 Please help us better understand the nature of services transferred to your customers in your strategic media planning and buying business. Tell us which services you have combined with others for the purposes of determining your performance obligations and which services you have treated as a separate performance obligation. Please also clarify if and how services provided in this business relate to services provided under your fixed fee projects and retainer contracts. Reference ASC 606-10-25-21 and ASC 606-10-50-12(c).

RESPONSE

The services of our strategic media planning and buying agencies are provided in the same way as all our agencies: by use of the intellectual capital of our people, through consulting services, typically on a rate per hour basis, which leverages the skill sets and experience of our people. Historically, media planning and buying services were an integrated component of our creative services, and the available distribution channels were narrower at that time and thus the emphasis was on matching the message to the media selected. However, as the business has evolved and as media distribution channels proliferate, clients can tailor messages to more clearly differentiated audiences, matching the message and the media to the consumer. As a result, today we have separate and distinct strategic media planning and buying agencies and a substantial portion of our media revenue is delivered from these activities.

To be successful, our clients expect us to deliver the right message to the right (targeted) consumer at the right time. That message may be created and developed by one of our creative agencies, typically under a separate SOW, or by a third party. To be most effective at delivering the message, our strategic media planning and buying agencies, use our data and analytical platform and tools, to integrate their insights and ideas to create the media plan using information about the targeted audience and then execute the media plan, which includes management of the media buying process and analytical monitoring of the effectiveness of the selected media. Consistent with our conclusion regarding our response to Comment 3 above, we do not view the planning and buying services provided throughout this process as separate or distinct performance obligations. However, while the types of contracts that are typically employed in our strategic media planning and buying businesses are not different from our other businesses and similarly include fixed-fee and retainer arrangements that are based on a staffing plan and a rate per hour, we frequently have other arrangements.

4

The following are the typical arrangements with our clients in our media planning and buying agencies and our related performance obligations:

Fixed-Fee Arrangements

For fixed-fee short-term media planning and buying projects, the performance obligation is the integration of the underlying services of planning and buying, which in most cases occurs in very close proximity.  More specifically, the individual components of these services do not meet the requirements of ASC 606 to be considered a separate performance obligation when considering the above factors of ASC 606-10-25-21. For fixed-fee long-term projects of up to a year

June 12, 2018
Philip Angelastro
Executive Vice President and Chief Financial Officer
Omnicom Group Inc.
437 Madison Avenue
New York, New York 10022
Re:Omnicom Group Inc.
Form 10-K for the Fiscal Year Ended December 31, 2017
Filed February 15, 2018
Form 10-Q for the Quarterly Period Ended March 31, 2018
Filed April 17, 2018
File No. 001-10551
Dear Mr. Angelastro:
            We have reviewed your filing and have the following comments.  Please comply with the
following comments in future filings.  Confirm in writing that you will do so and explain to us
how you intend to comply.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K filed February 15, 2018
Business, page 1
1.In future filings, please discuss any material impact election spending may have on your
financial performance and how this may be cyclical.  In this regard, we note that on
multiple occasions during your earnings call for the fiscal year ended December 31, 2017,
your management stated on a couple of occasions that election spending was to have an
impact on your financial performance.
Revenue, page 17

 FirstName LastNamePhilip Angelastro
 Comapany NameOmnicom Group Inc.
 June 12, 2018 Page 2
 FirstName LastNamePhilip Angelastro
Omnicom Group Inc.
June 12, 2018
Page 2
2.We note that you present organic growth by geographic region. In the case of North
America, your largest geographic region, you experienced "modest" organic growth but
did not discuss the offsetting factors. We understand from your recent earnings call that
OMD account losses constrained your overall growth for three quarters of 2017 and “will
probably for the first and possibly the second quarter" (of 2018).  Additionally, a lot of
your clients “over the course of the last five quarters have shifted- especially in the United
States … from a bundled way of purchasing to an unbundled methodology of purchasing."
Please discuss significant trends and underlying factors driving or constraining organic
growth where material to an understanding of consolidated information. Refer to Item
303A of Regulation S-K.
Form 10-Q for the Quarterly Period Ended March 31, 2018
2. Revenue, page 6
3.We note your disclosure that certain fixed fee projects have a single performance
obligation. Please clarify what services you have combined into this single performance
obligation and what services you have treated as separate performance obligations.
Reference ASC 606-10-25-21 and ASC 606-10-50-12 (c).
4.Please help us better understand the nature of services transferred to your customers in
your strategic media planning and buying business. Tell us which services you have
combined with others for the purposes of determining your performance obligations and
which services you have treated as a separate performance obligation. Please also clarify
if and how services provided in this business relate to services provided under your fixed
fee projects and retainer contracts. Reference ASC 606-10-25-21 and ASC 606-10-50-12
(c).
5.Please tell us the nature of all third-party-costs you incur on behalf of your clients.
Provide us with your analysis of how you determined whether you are acting as a
principal or as an agent in these arrangements. Tell us how you considered your role in
creating or developing a client’s marketing or corporate communications message. Please
specifically address amounts paid to both media providers and production companies.
Reference ASC 606-10-55-36 through 39 and ASC 606-10-50-12 (c).
6.We note your disclosure that for certain retainer contracts you recognize revenue on a
straight-line basis. Please tell us how you determined that your efforts are expended
evenly throughout the performance period. Please specifically address what consideration
you gave to seasonal patterns. Reference ASC 606-10-25-31 and ASC 606-10-50-18(b).
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Kathryn Jacobson, Senior Staff Accountant at (202) 551-3365 or Robert

 FirstName LastNamePhilip Angelastro
 Comapany NameOmnicom Group Inc.
 June 12, 2018 Page 3
 FirstName LastName
Philip Angelastro
Omnicom Group Inc.
June 12, 2018
Page 3
Littlepage, Accountant Branch Chief at (202)551-3361 if you have questions regarding
comments on the financial statements and related matters.  Please contact Courtney Lindsay,
Staff Attorney at (202) 551-7237 or Celeste Murphy, Legal Branch Chief at (202) 551-3257 with
any other questions.
Division of Corporation Finance
Office of Telecommunications

Mail Stop 3720

November 9, 2017

Philip J. Angelastro
Chief Financial  Officer
Omnicom Group, Inc.
437 Madison Avenue
 New York, NY  10022

Re: Omnicom Group, Inc.
 Form 10 -K for Fiscal Year Ended December 31, 2016
Filed February 9, 2017
  File No. 001-10551

Dear Mr. Angelastro :

We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence of action by the staff .

Sincerely,

 /s/ Robert S. Littlepage, for

 Carlos Pacho
Senior Assistant Chief Accountant
 AD Office 11 – Telecommunications

CORRESP
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		Document

CONFIDENTIAL TREATMENT REQUESTED BY OMNICOM GROUP INC.

Omnicom Group Inc.

437 Madison Avenue

New York, NY 10022

Attn: Mr. Philip J. Angelastro, Executive Vice President and Chief Financial Officer

(212) 415-3098

September 11, 2017

Mr. Carlos Pacho

Division of Corporation Finance Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Re:    Omnicom Group Inc.

Form 10-K for Fiscal Year Ended December 31, 2016

Filed: February 9, 2017

File No. 001-10551

Dear Mr. Pacho:

This letter responds to the comment of the Staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) received by telephone on August 24, 2017 ( the “Comment”) relating to Omnicom Group Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 2016. For your convenience, the Comment is repeated below. All references to “we” and “us” refer to Omnicom Group Inc.

Pursuant to 17 C.F.R. §200.83, we request that confidential treatment under the Freedom of Information Act (“FOIA”) be afforded to the redacted portions of our response to the Comment included in the Supplemental Schedule. The confidential information is marked with bracketed asterisks (“[***]”). Omnicom believes that the confidential information represents proprietary business information which, if made public, would place the Company at a competitive disadvantage. If any person requests access to the confidential information referred to herein, whether pursuant to the FOIA or otherwise, we request in accordance with Rule 83 that we be promptly notified of any such request and furnished with a copy of all written materials pertaining to such request, so that we may further substantiate the foregoing request for confidential treatment. Please address any notifications of a request for access to such documents to the undersigned.

Comment

Please provide a breakdown of (1) revenue, (2) operating margin, (3) operating margin percentage, (4) EBITA and (5) EBITA percentage for 2014, 2015, 2016 and forecasted 2017 by service discipline (advertising, CRM, public relations and specialty communications) for each of your networks.

Response

In response to the Staff’s request, we are providing the requested information in the attached Supplemental Schedule (“Schedule”). The first page of the Schedule presents the operating margins by service discipline for each Network after allocating SG&A, corporate and shared services costs, including the costs of Annalect, our shared data and analytics platform. The second page of the Schedule presents the operating margins before allocating these costs across the disciplines. Given our strategic focus on our virtual client Networks, for performance management purposes, we do not allocate costs incurred by the Networks, including SG&A, that benefit Omnicom as a whole, nor do we allocate corporate costs that benefit the Networks. However, as these costs are integral to the successful execution of our key client matrix organizational strategy, each Network should be allocated its share of costs in some rational manner. In considering the economic similarities of our Networks for the purposes of our segment reporting aggregation analysis, we have allocated our Network SG&A and corporate costs, as well as the costs of Annalect across our Networks. As we do not typically allocate costs by discipline, the allocation methodology used the relative operating margin and EBITA of each discipline within each Network, which is consistent with the methodology we used in considering the economic

OMNI001

similarities of our Networks for the purposes of our segment reporting aggregation analysis (as presented in Attachment 2 of our Response Letter to the Staff’s comment letter, dated July 12, 2017).

* * * * * * *

We hope that the foregoing information is responsive to the Comment. Please do not hesitate to contact us if you have any questions regarding the foregoing and, of course, if you have any additional comments. Questions or comments should be directed to me at (212) 415-3098. Thank you in advance for your cooperation in this matter.

Very truly yours,

/s/ Philip J. Angelastro

Philip J. Angelastro

Executive Vice President Finance and

Chief Financial Officer

cc:

Michael J. O’Brien, Esq. (Omnicom)

Rory T. Hood, Esq. (Jones Day)

Joel H. Trotter, Esq. (Latham & Watkins) Eric A. Riso (KPMG)

OMNI002

SUPPLEMENTAL SCHEDULE

Page 1 of 2

Omnicom Group Inc.

Revenue, Operating Margin, Operating Margin %, EBITA and EBITA % - ALLOCATED

Forecast 2017, 2016, 2015 and 2014

Network

 Advertising

 CRM

 Public Relations

 Specialty Communications

1

 [***]

 [***]

 [***]

 [***]

2

 [***]

 [***]

 [***]

 [***]

3

 [***]

 [***]

 [***]

 [***]

4

 [***]

 [***]

 [***]

 [***]

5

 [***]

 [***]

 [***]

 [***]

Total

 [***]

 [***]

 [***]

 [***]

OMNI003

SUPPLEMENTAL SCHEDULE

Page 2 of 2

Omnicom Group Inc.

Revenue, Operating Margin, Operating Margin %, EBITA and EBITA % - UNALLOCATED

Forecast 2017, 2016, 2015 and 2014

Network

 Advertising

 CRM

 Public Relations

 Specialty Communications

1

 [***]

 [***]

 [***]

 [***]

2

 [***]

 [***]

 [***]

 [***]

3

 [***]

 [***]

 [***]

 [***]

4

 [***]

 [***]

 [***]

 [***]

5

 [***]

 [***]

 [***]

 [***]

Total

 [***]

 [***]

 [***]

 [***]

OMNI004

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		Document

CONFIDENTIAL TREATMENT REQUESTED BY OMNICOM GROUP INC.

Omnicom Group Inc.

437 Madison Avenue

New York, NY 10022

Attn: Mr. Philip J. Angelastro, Executive Vice President and Chief Financial Officer

(212) 415-3098

July 12, 2017

Mr. Carlos Pacho

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Re:    Omnicom Group Inc.

Form 10‑K for Fiscal Year Ended December 31, 2016

Filed February 9, 2017

File No. 001-10551

Dear Mr. Pacho:

This letter responds to the comment letter, dated June 12, 2017, of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) relating to Omnicom Group Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 2016. For your convenience, the comments in the letter are repeated below. All references to “Omnicom,” “we,” “us” and “our” refer to Omnicom Group Inc.

Pursuant to 17 C.F.R. §200.83, we request that confidential treatment under the Freedom of Information Act (“FOIA”) be afforded to the redacted portions of our response to Staff Comments 1, 3, and 5, and Attachments 1, 2, and 3. The confidential information is marked with bracketed asterisks (“[***]”). Omnicom believes that the confidential information contains proprietary business information that should not be disclosed to any person. If any person requests access to the confidential information referred to herein, whether pursuant to the FOIA or otherwise, we request in accordance with Rule 83 that we be promptly notified of any such request and furnished with a copy of all written materials pertaining to such request, so that we may further substantiate the foregoing request for confidential treatment. Please address any notifications of a request for access to such documents to the undersigned.

Background and Context

Omnicom is a strategic holding company providing professional services, including advertising, marketing and corporate communications services to clients through multiple agencies around the world. Omnicom’s business model was built and evolves around its clients. While our companies operate under different names and frame their ideas in different disciplines, we organize our services around clients. The fundamental premise of Omnicom’s business is that clients’ specific requirements should be the central focus in how we structure our service offerings and allocate our resources. This client-centric business model results in multiple agencies within Omnicom collaborating in formal and informal virtual client Networks that cut across internal organizational structures through our key client matrix organization to execute against our clients’ specific marketing requirements. We believe that this organizational philosophy and our ability to execute on it differentiate us from our competition.

We have approximately 1,200 agencies operating under 250 brands in over 100 countries and servicing more than 5,000 clients. To help manage the scale and scope of the organization, our agencies report into one of the five Networks primarily for the purpose of administration, human resource management and client management logistics, as well as for performance management and planning and control. As clients increase their demands for marketing

effectiveness and efficiency, they have made it a practice to consolidate their business within one holding company in the pursuit of a single engagement covering all consumer touch points. In this environment, the traditional responsibilities and capabilities of individual agencies and Networks break down, and managers are forced to develop new approaches and use cross-agency relationships often through client-centric, virtual client Networks that can deliver the integrated services clients increasingly expect.

The organizational flexibility inherent in our virtual client Networks is our strategic rationale for maintaining multiple distinct agencies in the marketplace, despite the similar nature of their businesses. Distinct agencies remove, in practice and in principle, perceptions of conflicts of interest when we are dealing with multiple product groups within the same client, allowing Omnicom as a whole to work with multiple competitive clients in each industry, in each discipline and in each geographic market. Were it not for this perception of conflicts, we would likely not be organized through our five Networks.

Creating the best solutions to serve our clients’ needs drives our decisions regarding the creation of our virtual Networks and client teams. Our chief operating decision makers (“CODM”), collectively our CEO and CFO, make all meaningful investment and resource decisions in this context. We do not limit ourselves to the organizational boundaries of our five Network structure. Longer-term, we believe that Omnicom’s virtual Network strategy facilitates better client management and allows for better integration of the services required by the world’s largest brands. Our over-arching strategy for the business is to continue to use these virtual client client Networks to grow our business relationships with our largest clients by serving them across our Networks, disciplines and geographies. The client service models that enable our virtual client Network strategy are summarized in the visual aide included as Attachment 1.

7. Segment Reporting, page F-17

1. We note you identify your Networks by name on your website. Please provide us the names of each of the five numbered Networks in your response and their respective geographic jurisdictions / organizations as applicable.

RESPONSE

The names of each Network, as they correspond to the Network referred to in our letter to the Staff dated April 28, 2017 (the “Response Letter”) are as follows:

•Network 1 - [***]

•Network 2 - [***]

•Network 3 - [***]

•Network 4 - [***]

•Network 5 - [***]

Geographic Organizational Approach

Our Networks operate in all major global markets and through their branded agencies provide a comprehensive range of advertising, marketing and corporate communications services. Although some of our Networks also bear the same name of their globally recognized communications agency brand, the Networks are not comprised exclusively of agencies that operate within that branded group of companies. Each Network has a regional reporting unit responsible for the agencies in that region. The Network regional reporting unit has a manager that is responsible for the operations and administration of the agencies in the regional unit. Our Networks operate and manage their business in three principal geographic regions: the Americas, EMEA and Asia-Pacific. Omnicom also has resources in each of these regions to help coordinate shared functions. Within the major markets of each region, the Networks have resources to service their major global clients where most of each Network's revenue is earned. The geographic diversity of the Networks is an outcome of client service needs. As discussed further in comment 3a below, investments to develop a Network’s service capability are evaluated from the totality of Omnicom’s existing capabilities. As a result, the geographic footprint of any one of our Networks is not a strategic imperative. The Omnicom CODM evaluates the need to invest in a specific country or region after careful consideration of the depth of our capabilities across all Networks.

The following is a summary of revenue by geography:

Network

 1

 2

 3

 4

 5

Americas:

North America

 [***]

 [***]

 [***]

 [***]

 [***]

Latin America

 [***]

 [***]

 [***]

 [***]

 [***]

EMEA:

Europe

 [***]

 [***]

 [***]

 [***]

 [***]

Middle East and Africa

 [***]

 [***]

 [***]

 [***]

 [***]

Asia Pacific

 [***]

 [***]

 [***]

 [***]

 [***]

2. Given that each Network (or major agency within each Network) appears to have its respective brand distinction and primary discipline, tell us how this differentiation and respective offering matter to a client in its Network (agency) selection decision.

RESPONSE

Our agencies sell their intellectual capital and use their brand and culture to distinguish themselves from competitors, including their affiliated companies. Most potential client opportunities require the ability to deliver a broad range of capabilities and a demonstrated ability to collaborate effectively across service disciplines as part of an integrated team, comprised of both internal and external groups. In this context, our Networks and agencies compete both against each other and with each other on a regular basis in the marketplace. Certain client briefs may be narrow in their scope, and focus specifically on a project or capability for which they have a need. To start, certain agencies will not be considered by the client because of the perception of a conflict of interest if a Network or agency performs similar services for a direct competitor. Our agencies with the specific capabilities requested would participate in the pitch and the potential clients would base their decision on their assessment of how well the agency meets their requirements. In most of these cases, the client's decision is based on its assessment of the people that will perform the work and the agency’s prior success working on similar projects. For example, clients may require assistance with developing a name for a new product, or they may have a need for in-store messaging and media services. In these cases, agencies with the specific expertise would likely participate in the pitch, which may result in the participation of one of our branding specialist agencies, and shopper marketing agencies, respectively. However, more often than not, these projects are not undertaken in a vacuum and the proven ability to collaborate with other service providers used by that client is a requirement of the brief.

Looking forward, because of the rapidly changing technology and media landscape, clients continue to demand integrated solutions to their advertising and marketing needs and we expect the lines between the disciplines, from traditional media advertising campaigns, public relations programs and customer relationship marketing, to continue to blur. The goal of our Networks and agencies is to understand the client’s marketing strategy, collaborate to develop the content across the disciplines in the most effective way, and deliver a seamless integrated consistent message that is adaptable to the vast array of traditional and new media channels. We believe the investments we have made, and continue to make, to develop our virtual client Networks and our key client matrix organization has us well-positioned for the future state of advertising, marketing and corporate communications.

3. We note in your response to comment 4 that Networks 1 and 2 were legacy from formation while Networks 3, 4 and 5 evolved over time. In this regard, please tell us:

3a. How agencies get assigned to a particular Network.

RESPONSE

The assignment of an agency to a particular Network typically results from our legacy structure, an internal decision to re-align an agency within our Network structure to better support our virtual client Network strategy or, in some cases, an acquisition initiated by a Network. However, the re-alignment of agencies can and does result from a variety of other factors. An agency may be re-aligned: (a) in an effort to avoid conflicts of interest when we are dealing with clients within the same industry, (b) when the client has moved from one Network to another Network, or (c) where a management change occurs and a key manager is moved from one Network to another and the agency or

agencies under the responsibility of that manager will follow the manger to the new Network. In these cases, we are indifferent to which Network the agency is aligned, as long as we are providing the solution that best meets our clients’ needs.

As discussed in the Response Letter, the primary strategic focus of Omnicom's CODM is our virtual client Networks. Under this approach strategic decisions are made from a client perspective and the resulting impact to the Networks is evaluated as an outcome rather than an objective. One way to describe the interrelationship of our Networks in our virtual client Networks is by using an analogy to a portfolio of investments. In this comparison, the clients are the investors, the Networks and agencies are the investments and the Omnicom CODM is the investment manager. Like any sound investment manager, the CODM strives to seek out the best investments, manage concentrations and align the investments with investor (client’s) objectives. All the strategic and tactical considerations of the CODM that directly impact the Networks, from resource allocations that involve investments in people and systems, to the acquisition of businesses and new clients, are made from the perspective of the totality of Omnicom’s portfolio of businesses and not any one Network. Also, in this regard, from the perspective of the virtual client Network strategy, all the service capabilities do not necessarily have to exist inside each Network. As a result, we do not consider the depth of the service capability by discipline to be an important strategic factor for our Networks to be able to compete effectively in the marketplace. In fact, as discussed in greater detail below, we are in the process of culling out from each Network certain disciplines and combining them to form practice areas that we expect will enable the agencies to collaborate across our virtual client Networks even more efficiently and effectively.

3b. How much advertising revenue is earned by Networks 1, 2, 3 and 5.

3c. How much revenue from CRM, PR and Specialty services are earned by each Network.

RESPONSE

By way of background, in prior years we described our advertising services discipline as “Traditional Media Advertising,” which included professional services to both create advertising ideas and content, as well as to plan and execute their delivery through various media channels. In response to the many changes that have occurred to the media landscape (including the proliferation of digital media channels and platforms, such as Google, Facebook and Netflix, and “over-the-top offerings,” among others, as well as the ubiquity of mobile devices) over the past five-plus years, we concluded that the term “Traditional” no longer fit with the services we currently provide and, as a result, we shortened the name of our services discipline to “Advertising.”

 Network

 1

 2

 3

 4

 5

Advertising

 [***]

 [***]

 [***]

 [***]

 [***]

CRM

 [***]

 [***]

 [***]

 [***]

 [***]

Public Relations

 [***]

 [***]

 [***]

 [***]

 [***]

Specialty Communications

 [***]

 [***]

 [***]

 [***]

 [***]

[***]

Customer Relationship Management (CRM) services enable clients to manage, analyze, improve, facilitate or support customer interactions through various channels, including, among others: direct marketing, social media, e-commerce, mobile marketing, and field and channel marketing.

Public Relations services include: brand marketing, corporate communications, crisis management, public affairs, media and media relations services, and content marketing.

Specialty Communications include advertising and media services to global healthcare clients, as well as other agencies that provide industry specific knowledge.

3d. Under what circumstances, how often, and to what extent has your CODM moved a client relationship from one Network to another, or to another agency within a Network. Explain to us how this impacts your reporting.

RESPONSE

Managing client relationships is at the heart of the virtual client Network strategy. Given our vast client base, it is no overstatement to describe client service considerations as a daily event. As a result,

Mail Stop 3720

June 12, 201 7

Philip J. Angelastro
Chief Financial  Officer
Omnicom Group, Inc.
437 Madison Avenue
 New York, NY  10022

Re: Omnicom Group, Inc.
 Form 10 -K for Fiscal Year Ended December 31, 2016
Filed February 9, 2017
Response Dated April 28, 2017
  File No. 001-10551

Dear Mr. Angelastro :

We have reviewed your April 28, 2017  response to our comment letter and have the
following comments.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.

Please respond to these comments within ten business days by providing th e requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these comments, we may have additional comments.

7. Segment Reporting, page F -17

1. We note y ou identify your Networks by name on  your website.  Please provide  us the
names of each of the five numbered Network s in your response and their respective
geographic jurisdictions/ organiza tions as applicable.

2. Given that each Network  (or major agency within each Network ) appears to have its
respective brand distinction and primary discipline, tell us how this differentiation and
respective offering matter to a client in its Network  (agency)  selection decision.

3. We note in your response to comment 4 that  Network s 1 and 2 were legacy from
formation while Network s 3, 4 and 5 evolved over time.  In this regard,  please  tell us :

Philip J. Angelastro
Omnicom Group, Inc.
June 12, 2017
Page 2

 a. how  agencies get assigned to a particular Network;

b. how much advertising revenue is earned by Network s 1, 2, 3 and 5 ;

c. how much revenue from CRM, PR and Specialty services are earned by each
Network; and

d. under what circumstances, how often , and to what extent has your CODM moved a
client relationship from one Network  to another  or to another agency within a
Network .  Explain to us how this impacts your reporting .

4. You also provided us your aggregation considerations based on Network similarities in
terms of their economics, products and services, and distri bution methods .  In those
respects, we have the following comments .

a. Tell us more in detail the underlying factors and the nature of Network  1’s customers/
contracts to explain why its margin is consistently different from the other Networks.

b. Since ad vertising is the primary discipline of Network s 1, 2 3 and 5, please provide
additional details regarding  why they appear to be economically dissimilar.

c. Given that the work for a particular client can come from 4 or 5 Network s, tell us how
revenue and exp ense associated with a client (contract) is allocated to each of the
Network s.

d. Given that you report services and their respective revenues across four disciplines,
tell us how you concluded that the services provided under each of these disciplines
are similar (for example, explain how you concluded that advertising is similar to
CRM).

5. With respect to Network 4:

a. Tell us, in more detail, about its types of services as compared with those of the other
Network s which report advertising as their primary discipline.

b. Tell us how you considered Network  4’s practice areas in your aggregation analysis
and how material they are in relation to Network  4’s total revenues .

c. Explain to us your specific plans in forming new practice areas within Network 4.

6. Given your notable “wins” of large media accounts, tell us under which reportable
discipline are media agencies’ revenues included and how media services are similar
(dissimilar) in material respects to that reportable discipline.

Philip J. Angelastro
Omnicom Group, Inc.
June 12, 2017
Page 3

 You may contact Kathryn T. J acobson, Senior Staff Accountant  at (202) 551 -3365  or
Robert S. Lit tlepage, Accountant Branch Chief  at (202) 551 -3361  or me at (202) 551 -3810 with
any questions.

Sincerely,

 /s/ Robert S. Littlepage, for

 Carlos Pacho
Senior Assistant Chief Accountant
 AD Office 11 – Telecommunications

CORRESP
1
filename1.htm

		Document

CONFIDENTIAL TREATMENT REQUESTED BY OMNICOM GROUP INC.

Omnicom Group Inc.

437 Madison Avenue

New York, NY 10022

Attn: Mr. Philip J. Angelastro, Executive Vice President and Chief Financial Officer

(212) 415-3098

April 28, 2017

Mr. Carlos Pacho

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Re:    Omnicom Group Inc.

Form 10‑K for Fiscal Year Ended December 31, 2016

Filed February 9, 2017

File No. 001-10551

Dear Mr. Pacho:

This letter responds to the comment letter, dated April 12, 2017, of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) relating to Omnicom Group Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 2016. For your convenience, the comments in the letter are repeated below. All references to “Omnicom,” “we,” “us” and “our” refer to Omnicom Group Inc.

Pursuant to 17 C.F.R. §200.83, we request that confidential treatment under the Freedom of Information Act (“FOIA”) be afforded to the redacted portions of our response to Staff Comment 4, which includes Attachment 3 through Attachment 6. The confidential information is marked with bracketed asterisks (“[***]”). Omnicom believes that the confidential information contains proprietary business information that should not be disclosed to any person. If any person requests access to the confidential information referred to herein, whether pursuant to the FOIA or otherwise, we request in accordance with Rule 83 that we be promptly notified of any such request and furnished with a copy of all written materials pertaining to such request, so that we may further substantiate the foregoing request for confidential treatment. Please address any notifications of a request for access to such documents to the undersigned.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 9

Results of Operations - 2016 Compared to 2015, page 15

1.

 Please revise the reconciliation of the non-GAAP measure EBITA to begin with net income, the most directly comparable GAAP financial measure. Your current presentation places greater prominence on the non-GAAP measure and is inconsistent with Question 102.10 of the updated Compliance and Disclosure Interpretation Guidance on non-GAAP financial measures issued on May 17, 2016. In addition, please revise your presentation in your next earnings release.

RESPONSE

In response to the Staff's comment, we have revised the presentation in our earnings release for the three months ended March 31, 2017 (“Q1 2017 Earnings Release”) to reflect a reconciliation of non-GAAP financial measures as presented in Attachment 1, and we advise the Staff that future filings, including our Quarterly Report on Form 10-Q for the three months ended March 31, 2017, will include this revised presentation. The Q1 2017 Earnings Release was furnished as Exhibit 99.1 to our Current Report on Form 8-K on April 18, 2017. We believe that the modified presentation is consistent with the guidelines in Question 102.10 of the updated Compliance and Disclosure Interpretation Guidance on non-GAAP financial measures regarding the disclosure and prominence of non-GAAP measures.

2.

 We note your disclosures of the components of revenue change on page 15. Please disclose in more detail how you calculate the amounts identified as Acquisitions, net of dispositions, why it is calculated in this manner and why you believe this measure provides useful information to investors. In addition, provide a table showing the components that make up your calculation of Acquisitions, net of dispositions.

3.

 Regarding your measure of organic growth, please disclose why management is apparently attributing any positive developments in an acquired business that may have taken place during the period preceding the acquisition to organic growth. Explain how investors should consider this circumstance when assessing performance using your measure of organic growth.

RESPONSE

We have combined our response to Staff Comments 2 and 3.

Omnicom was formed in 1986 through the merger of several advertising, marketing and corporate communication Networks. Throughout our history and continuing to this day, our acquisition strategy is focused on pursuing selective acquisitions of complementary companies with strong entrepreneurial management teams that typically currently serve, or have the ability to serve, our existing client base. Over the last several years the acquisitions have been of small to moderately sized businesses that have not been determined to be significant, either individually or in the aggregate, that would require preparation of acquired business financial statements under Rule 3-05 of Regulation S-X. In addition, we continually evaluate our portfolio of businesses to identify underperforming and non-strategic businesses for disposition. The dispositions have also been of relatively small businesses that have not been determined to be significant, either individually or in the aggregate, that would require preparation of pro forma financial statements under Article 11 of Regulation S-X. To help our shareholders and investors, although we are not required to do so, we have historically isolated the net effect on our revenue from acquisitions and dispositions, as well as the effects of changes in foreign exchange rates, in our presentation of the components of our change in revenue and have included this presentation in our annual and quarterly reports and earnings release materials.

Description of and Calculation of Acquisitions, Net of Dispositions

Omnicom has consistently disclosed the components of the change in our revenue for over 15 years, and has described the calculation methodology below the tabular presentation in our Management's Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”). The calculation of organic growth has been applied consistently over the period, and we believe it provides useful information to aid investors in understanding the period-to-period changes in our revenue resulting from foreign exchange impacts and our acquisition and disposition activity.

Our organic growth calculation starts with prior year reported revenue and ends with current year reported revenue. We start and end with reported revenue so that all changes in revenue from period-to-period are reconciled to our reported revenue amounts. We believe this approach adds to the clarity of our disclosure. We categorize the changes into one of three components: the impact of foreign exchange rates, the impact from acquisitions, net of dispositions, and organic growth.

Our organic growth calculation can be broadly described as a rate / volume variance calculation applied to our ongoing operations. First, we calculate the rate component by isolating and quantifying the effects of foreign currency (“FX”) rate changes on our current year reported revenue by applying prior year FX rates to current year reported revenue. The resulting volume variance has two components: the effect of acquisition revenue, net of dispositions (which are also measured at prior year FX rates), and a residual amount that we attribute to Omnicom’s organic growth.

We described the organic growth calculation in detail in our Q1 2017 Earnings Release as follows:

We use certain terms in describing the components of the change in revenue.

Foreign exchange rate impact: calculated by translating the current period’s local currency revenue using the prior period average exchange rates to derive current period constant currency revenue. The foreign exchange rate impact is the difference between the current period revenue in U.S. Dollars and the current period constant currency revenue.

Acquisition revenue, net of disposition revenue: Acquisition revenue is calculated as if the acquisition occurred twelve months prior to the acquisition date by aggregating the comparable prior period revenue of acquisitions through the acquisition date. As a result, acquisition revenue excludes the positive or negative difference between our current period revenue subsequent to the acquisition date and the comparable prior period revenue and the positive or negative growth after the acquisition date is attributed to organic growth. Disposition revenue is calculated as if the disposition occurred twelve months prior to the disposition date by aggregating the comparable prior period revenue of disposals through the disposition date. The acquisition revenue and disposition revenue amounts are netted in the presentation above.

Organic growth: calculated by subtracting the foreign exchange rate impact component and the acquisition revenue, net of disposition revenue component from total revenue growth.

The above description was included in our Q1 2017 Earnings Release, and reflects modifications made to address Staff Comments 2 and 3 regarding the calculation. It is, however, substantively similar to our description in prior years. We will include the above description in our future filings.

Attributing the Positive and Negative Developments of the Acquired Business Post-Acquisition

As noted in the description above, and as presented in the Example below, because we use the comparable prior year period revenue of our acquired businesses, as if the acquisition occurred 12 months prior to the acquisition date, our calculation of the acquisition revenue, net of dispositions component excludes the positive or negative difference in revenue subsequent to the acquisition date and therefore the positive or negative growth after the acquisition date is attributed to Omnicom’s organic growth. We believe this is appropriate. For 2016, this resulted in a reduction of $10.2 million in Omnicom's reported organic growth of $528.1 million (see Attachment 2 - Item (a), “Impact of Acquisitions on 2016 Organic Growth”).

If we were to include the entire current year revenue of our acquired businesses as our acquisition revenue in the calculation, this would exclude from Omnicom’s organic growth the positive or negative organic growth from our acquisitions. This “alternative” presentation essentially would postpone the evaluation of the positive or negative impact of the performance of the acquisition for which capital was deployed until the second year of its operations as part of Omnicom. For 2016, the “alternative” presentation would have resulted in a minor change to Omnicom's reported organic growth rate of 3.5% (see Attachment 2 - Item (b), “Impact of Alternative Calculation on 2016 Organic Growth”).

Because our acquisitions have historically consisted of smaller businesses, the effect of their positive or negative growth relative to the growth from Omnicom’s core business has not been significant and, therefore, there is little difference in whichever method is selected. Nonetheless, we believe our approach and our presentation is preferable. We believe including the prior year revenue of our acquisitions in the acquisition revenue component of the organic growth calculation is similar to a pro-forma presentation that is typically done assuming the acquisition occurs one year earlier than the acquisition date. We use this calculation to evaluate the performance of the management team of the newly acquired business as well as the management team of the Network or group within Omnicom responsible for integrating the newly acquired business into our existing operations. Moreover, we believe an equally important factor is that the calculation of acquisition revenue, net of dispositions has been done consistently year to year and this eliminates any bias in the calculation.

To avoid any doubt, we are providing the Staff with an example of an actual organic growth calculation for a recent acquisition completed in 2016 (in millions).

Example of Acquired Company Organic Growth Calculation

Agency "A" - Acquisition date April 1, 2016

 April 2015 Through December 2015

 January 2016 Through March 2016

 Total

Pre-acquisition:

Comparable Prior Period Revenue

 $

 9.8

 $

 3.7

 $

 13.5

 April 2016 Through December 2016

 January 2017 Through March 2017

Post-acquisition:

Current Period Revenue

 $

 10.9

 $

 3.0

 $

 13.9

Calculation:

 Q2 2016 Through Q4 2016

 Q1 2017

 Total

Prior Period Reported Revenue - Omnicom

 $

 —

 $

 —

 $

 —

Foreign Exchange Rate Impact

 —

 —

 —

Acquisition Revenue, Net of Disposition Revenue

 9.8

 3.7

 13.5

Organic Growth

 1.1

 (0.7

 )

 0.4

Current Period Reported Revenue

 $

 10.9

 $

 3.0

 $

 13.9

Note: The agency included in the above Example is a U.S. based agency; therefore, there was no foreign exchange rate impact.

Supplemental Revenue Change Tables

We have included tables in Attachment 2 for Omnicom on a consolidated basis that present: (a) the impact of acquisitions on our 2016 organic revenue growth, (b) the impact of the alternative calculation, which eliminates the effect of organic growth attributed to acquisitions, on our 2016 organic growth, and (c) the components that make up our 2016 calculation of acquisitions, net of dispositions.

Conclusion - How Investors Should Assess Our Performance Using Omnicom's Organic Growth Calculation

We use the Omnicom organic growth measure as one of our performance indicators. Our organic growth calculation, which is akin to a rate / volume variance calculation, has three components: impact from FX rate changes, impact from acquisition revenue, net of dispositions, and organic growth. We use the prior year revenue of our acquired businesses and disposed businesses to calculate the effect of our acquisitions, net of dispositions component to the organic growth calculation. This approach effectively mirrors a pro-forma calculation, which similarly assumes the acquisition or disposition occurred one year earlier. The resulting effect has the positive or negative revenue growth after the acquisition date attributed to Omnicom organic growth. This assigns accountability for the acquisition in the first year of combined operating results, both good and bad, to our management team that authorized the acquisition and committed Omnicom's capital. We believe that this presentation is more useful for investors than the alternative presentation described above, which essentially eliminates the impact of the acquisition, positive or negative, from this evaluation.

Furthermore, the positive or negative effect from acquisitions on Omnicom organic growth has been immaterial as the businesses we acquire have historically been relatively small and the effect of their positive or negative growth as compared to the positive or negative growth of Omnicom’s core business historically has not been significant. This is illustrated in the table that we have provided, as requested by the Staff, which shows the details of our acquisitions, net of dispositions component for the year ended December 31, 2016 (see Attachment 2). Finally, by consistently applying our calculation over the years, and including both the positive or negative effects of acquisitions in the Omnicom organic growth calculation we have eliminated any bias from the calculation.

Financial Statements

7. Segment Reporting, page F-17

4.

 We note you determined that your five branded agency Networks comprise your operating segments which meet the criteria for aggregation since the segments have similar operating and economic characteristics. To help us understand how you applied the guidance in FASB ASC 280, please provide us with the following information:

•2) a comparison and contrast of your operating segments relative to the areas listed in ASC 280-10-50-11(a) to (e);

•4) your consideration of differences among your operating segments and why you determined that disaggregation was not warranted;

Mail Stop 3720

April  12, 201 7

Philip J. Angelastro
Chief Financial  Officer
Omnicom Group, Inc.
437 Madison Avenue
New York, NY  10022

Re: Omnicom Group, Inc.
 Form 10 -K for Fiscal Year Ended December 31, 2016
Filed February 9, 2017
  File No. 001-10551

Dear Mr. Angelastro :

We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  Please comply with these comments in future
filings.  Confirm in writing that you will do so and explain to us how you intend to comply.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please r espond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these comments, we may have additional comments.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations , page 9

Results of Operations – 2016 Compared to 2015 , page 1 5

1. Please revise the reconciliation of the non -GAAP measure EBITA to begin with net
income, the most directly comparable GAAP financial measure.  Your current
presentation places greater prominence on the non -GAAP measure and is inconsistent
with Question 102.10 of the updated Compliance and Disclosure Interpretation Guidance
on non -GAAP financial measures issued on May 17, 2016.   In addition, please revise
your presentation in your next earnings release.

Philip J. Angelastro
Omnicom Group, Inc.
April  12, 2017
Page 2

 2. We note your disclosures of the components of reven ue change on page 15.  Please
disclose in more detail how you calculate the amount s identified as  Acquisitions, net of
dispositions, why it is calculated in this manner and why y ou believe this measure
provide s useful information to investors.  In addition , provide a table showing the
components that make up your calculation of Acquisitions, net of disposition s.

3. Regarding your measure of organic growth, please disclose why management is
apparently attributing any positive developments in an acquired busi ness that may have
taken place during the period preceding the acquisition to organic growth .  Explain how
investors should consider this circumstance when assessing performance using your
measure of organic growth.

Financial Statements
7. Segment Reporting, page F -17

4. We note you determined that your five branded agency networks comprise your operating
segments which meet the criteria for aggregation since the segments have similar
operating and economic characteristics.   To help us understand how you applied the
guidance in FASB ASC 280, please provide us with the following information:

 a comparison and contrast of your operating segments relative to the areas listed in
ASC 280 -10-50-11(a) to (e);
 your consideration of differences among your o perating segments and why you
determined that disaggregation was not warranted;
 how the primary service offering of each branded agency network and respective
brand distinction are considered in your aggregation analysis ;
 each branded network’s historical  and projected revenues, gross margin, operating
margin, and measure of segment profitability; and
 an explanation of  why the company is organized in the manner that it is.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

Philip J. Angelastro
Omnicom Group, Inc.
April  12, 2017
Page 3

 You may contact Kathryn T. Jacobson, Senior Staff Accountant  at (202) 551 -3365  or
Robert S. Lit tlepage, Accountant Branch Chief  at (202) 551 -3361  or me at (202) 551 -3810 with
any questions.

Sincerely,

 /s/ Robert S. Littlepage, for

 Carlos Pacho
Senior Assistant Chief Accountant
 AD Office 11 – Telecommunications

Mail Stop 3720

May 10, 2016

Mr. Philip J. Angelastro
Chief Financial  Officer
Omnicom Group Inc.
437 Madison Avenue
New York, NY  10022

Re: Omnicom Group, Inc.
 Form 10 -K for Fiscal Year Ended December 31, 201 5
Filed February 9, 2016
File No. 001-10551

Dear  Mr. Angelastro :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action wi th respect to the company or its  filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We u rge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing include s the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Robert S. Littlepage, for

 Larry Spirgel
Assistant Director
AD Office 11 – Telecommunications

CORRESP
1
filename1.htm

		CORRESP

May 6, 2016

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC  20549

Attn:  Mr. Larry Spirgel, Assistant Director

Re:    Omnicom Group Inc.

Form 10‑K for the fiscal year ended December 31, 2015

Filed February 9, 2016

File No. 001-10551

Dear Mr. Spirgel:

This is our supplemental response that we agreed to provide during our discussion on the May 4, 2016 conference call between Omnicom Group Inc. and the Securities and Exchange Commission (the “Commission”) Staff (the “Staff”) regarding Omnicom's April 12, 2016 initial response to the Staff's March 29, 2016 comment letter concerning filings subsequent to Omnicom’s 2015 Annual Report on Form 10-K (the “2015 10-K”). For your convenience, the comment is repeated below. All references to “Omnicom,” “we,” “us” and “our” refer to Omnicom Group Inc.

2015 10-K Consolidated Statements of Income, page F-5

Please revise your income statement presentation to fully comply with the line item requirements of Rule 5-03 of Regulation S-X.

Response

In future filings, Omnicom will present the following line items on the face of the income statement in accordance with Rule 5-03 of Regulation S-X and as set forth on Attachment 1:

•Cost of services;

•Selling, general and administrative expenses; and

•Depreciation and amortization.

Cost of Services

Cost of services includes salary and service costs and occupancy and other costs incurred in connection with agency operations and the delivery of our services to clients.

As a service business, salary and service costs, which tend to fluctuate with changes in revenue, make up the vast majority of our operating expenses and substantially all these costs comprise the essential components directly linked to the delivery of our services, such as employee compensation, including freelance labor, employee benefit related costs, direct service costs, including the costs of third-party suppliers, and client-related travel costs.

Occupancy and other costs, which are less directly linked to changes in revenue, consist of the indirect costs related to the delivery of our services, including office and equipment rent, other occupancy costs, technology costs, general office expenses and other expenses.

Selling, General and Administrative Expenses (“SG&A”)

SG&A expenses include third-party marketing costs and the cost of our corporate and executive offices, including compensation and related benefits and occupancy and other costs, group-wide accounting, finance and treasury, legal and governance, human resource oversight and similar costs and professional fees.

Depreciation and Amortization

Depreciation and amortization expense will be separately disclosed on the face of the income statement.

Footnotes

Additionally, in future filings we will provide the above description of the components of Cost of Services and SG&A expenses in the footnotes to our financial statements.

*****

At the request of the Staff, Omnicom acknowledges that (i) Omnicom is responsible for the adequacy and accuracy of the disclosure in the above-referenced filings, (ii) Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the above-referenced filings, and (iii) Omnicom may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

We hope that you find the foregoing to be responsive. Please do not hesitate to contact us if you have any questions regarding the foregoing and, of course, if you have any additional comments.  Questions or comments should be directed to me at (212) 415-3098.

Thank you in advance for your cooperation in this matter.

Very truly yours,

/s/ Philip J. Angelastro

Philip J. Angelastro

Executive Vice President Finance and

Chief Financial Officer

cc:

Michael J. O’Brien, Esq. (Omnicom)

Rory T. Hood, Esq. (Jones Day)

Joel H. Trotter, Esq. (Latham & Watkins)

Eric A. Riso (KPMG)

ATTACHMENT 1

OMNICOM GROUP INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(In millions, except per share amounts)

 Proposed Future Filings

 Three Months Ended March 31,

 Year Ended December 31,

 2016

 2015

 2015

Revenue

 $

 3,499.1

 $

 3,469.2

 $

 15,134.4

Operating Expenses:

   Salary and service costs

 2,624.6

 2,597.2

 11,257.7

   Occupancy and other costs

 300.1

 318.0

 1,233.6

   Cost of services

 2,924.7

 2,915.2

 12,491.3

   Selling, general and administrative expenses

 108.1

 102.1

 431.8

   Depreciation and amortization

 74.2

 74.2

 291.2

 3,107.0

 3,091.5

 13,214.3

Operating Income

 392.1

 377.7

 1,920.1

Interest Expense

 50.3

 43.6

 181.1

Interest Income

 10.2

 9.4

 39.6

Income Before Income Taxes and Income (Loss) From Equity Method Investments

 352.0

 343.5

 1,778.6

Income Tax Expense

 115.5

 112.7

 583.6

Income (Loss) From Equity Method Investments

 (0.2

 )

 (1.0

 )

 8.4

Net Income

 236.3

 229.8

 1,203.4

Net Income Attributed To Noncontrolling Interests

 17.9

 20.7

 109.5

Net Income - Omnicom Group Inc.

 $

 218.4

 $

 209.1

 $

 1,093.9

Net Income Per Share - Omnicom Group Inc.:

Basic

 $

 0.90

 $

 0.84

 $

 4.43

Diluted

 $

 0.90

 $

 0.83

 $

 4.41

Dividends Declared Per Common Share

 $

 0.50

 $

 0.50

 $

 2.00

CORRESP
1
filename1.htm

		CORRESP

April 12, 2016

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC  20549

Attn:  Mr. Larry Spirgel, Assistant Director

Re:    Omnicom Group Inc.

Form 10‑K for the fiscal year ended December 31, 2015

Filed February 9, 2016

File No. 001-10551

Dear Mr. Spirgel:

This letter responds to the March 29, 2016 Securities and Exchange Commission (the “Commission”) Staff (the “Staff”) comment letter relating to Omnicom’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015 (the “2015 10-K”). For your convenience, the comment in the letter is repeated below. All references to “Omnicom,” “we,” “us” and “our” refer to Omnicom Group Inc.

2015 Form 10-K Consolidated Statements of Income, page F-5

Please revise your income statement presentation to fully comply with the line item requirements of Rule 5-03 of Regulation S-X.

Background

For the convenience of the Staff's review process, we are providing the following background information from the Executive Summary section in our 2015 10-K.

We are a strategic holding company providing advertising, marketing and corporate communications services to clients through our branded networks and agencies around the world. Our networks and agencies provide a comprehensive range of services in four fundamental disciplines: advertising, customer relationship management, or CRM, public relations and specialty communications.

Given our size and breadth, we manage our business by monitoring several financial indicators. The key indicators that we focus on are revenue and operating expenses. We analyze revenue growth by reviewing the components and mix of the growth, including growth by principal regional market, growth by marketing discipline, impact from foreign currency fluctuations, growth from acquisitions and growth from our largest clients.

We measure operating expenses in two distinct cost categories: salary and service costs and office and general expenses. Salary and service costs consist of employee compensation, including freelance labor, and related costs and direct service costs. Office and general expenses consist of rent and occupancy costs, technology costs, depreciation and amortization and other overhead expenses. Each of our agencies requires professionals with the skill sets that are common across our disciplines. At the core of the skill sets is the ability to understand a client’s brand or product and its selling proposition and the ability to develop a

unique message to communicate the value of the brand or product to the client’s target audience. The facility requirements of our agencies are similar across geographic regions and disciplines, and their technology requirements are generally limited to personal computers, servers and off-the-shelf software.

Response

As a matter of convention and in an effort to streamline the presentation in our prior filings, we included in the footnotes to the financial statements, rather than on the face of the income statement, salary and service costs and office and general expenses (the cost categories we use to measure operating expenses). In addition, depreciation and amortization was separately disclosed in the statement of cash flows and not on the face of the income statement. In light of the Staff’s comment and our further review of the requirements of Rule 5-03 of Regulation S-X, in future filings we plan to include these cost categories on the face of the income statement as described below and as presented in Attachment 1. Additionally, in connection with our detailed analysis of the requirements of Rule 5-03 of Regulation S-X, as described below, we identified certain costs that may be considered for separate disclosure. However, due to the insignificance of these costs, we do not believe separate disclosure on the face of the income statement is warranted at this time (we also summarized our findings on Attachment 2).

Below we will address each of the relevant provisions of Rule 5-03 of Regulation S-X as it applies to our filings.

Revenue

Our revenue is generated from our services. We do not sell tangible products, nor do we have returns and allowances. As disclosed in our 2015 10-K, substantially all of our revenue is derived from fees for services based on a rate per hour or equivalent basis and certain of our businesses earn a portion of their revenue as commissions. In the majority of our businesses we act as an agent and record revenue equal to the net amount retained when the fee or commission is earned. In these cases, activities of third-party suppliers incurred on behalf of our clients are excluded from our revenue. In certain arrangements, we act as principal and we contract directly with third-party suppliers and production companies and media providers and we are the primary obligor responsible for fulfillment. In these circumstances, revenue is recorded at the gross amount billed to our clients since revenue has been earned for the sale of our services, including third-party efforts.

There is no difference in the nature of the services we provide to our clients when we act as agent or principal. In both cases, our agencies typically develop the creative idea, design the communication strategy and coordinate the execution of the advertising campaign, promotional event and/or communication program. The fundamental difference of our service deliverable when we act as principal is that we control the integration of the components provided by third parties, and deliver a complete service to our clients. As a result, our fee includes third-party activities necessary to fulfill our obligations under the contract.

As described in our footnotes, revenue is recorded net of sales, use and value added taxes. We do have a CRM business that also sells memorabilia products through its subsidiaries. Total revenue from that business is less than one half of one percent of our consolidated revenue and, as such, is not material enough to merit separate disclosure.

Based on the foregoing, we believe that our presentation is in compliance with Rule 5-03 of Regulation S-X.

Costs and Expenses Applicable to Revenue

As stated above in the background information, we measure operating expenses in two distinct cost categories: salary and service costs and office and general expenses. As a service business, salary and service costs comprise the vast majority of our operating expenses and substantially all these costs comprise the essential components directly linked to the delivery of our services, such as employee compensation, including freelance labor, personnel related costs, direct service costs and client-related travel costs. Office and general expenses consist of the indirect costs related to the delivery of our services including, office and equipment rent, other occupancy costs, technology costs, depreciation, amortization and other overhead costs.

As disclosed in our 2015 10-K in Note 2 to the consolidated financial statements (“Note 2”) and in Management's Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) on page 18, the classification of our operating expenses in these two categories effectively groups together our operating costs that tend to fluctuate directly with changes in revenue (salary and service costs) and those that are less directly linked to changes in revenue (office and general expenses). We believe that this presentation best reflects the nature of our cost structure in providing client services, is aligned with our revenue and in compliance with Rule 5-03 of Regulation S-X.

As disclosed in our 2015 10-K in Note 2 and MD&A, operating expenses for the three years ended December 31, 2015 were (in millions):

 2015

 2014

 2013

Salary and service costs

 $

 11,361.9

 $

 11,350.0

 $

 10,724.4

Office and general expenses

 1,852.4

 2,023.7

 2,034.8

 $

 13,214.3

 $

 13,373.7

 $

 12,759.2

In response to the Staff's comment, in future filings we will provide separate disclosure directly on the face of the income statement of salary and service costs and office and general expenses. We will also provide separate disclosure on the face of the income statement of depreciation and amortization, which are currently included in office and general expenses (See Attachment 1).

Other Operating Costs

As discussed above, our indirect operating costs and expenses are currently included in office and general expenses. In prior filings, as circumstances arose, we have disclosed significant other operating costs and expenses in the footnotes to the consolidated financial statements and in MD&A. For example, in our Annual Reports on Form 10-K for the years ended December 31, 2014 (the “2014 10-K”) and 2013 (the “2013 10-K”), we separately disclosed the expenses attributed to the terminated merger with Publicis Groupe S.A. (See Note 5 to the consolidated financial statements in the 2014 10-K and Note 3 to the consolidated financial statements in the 2013 10-K). If similar other operating costs are significant in the future, we will evaluate them for separate disclosure on the face of the income statement.

In addition to depreciation and amortization, which we will separately disclose on the face of the income statement in future filings, our networks and agencies incur certain recurring costs and expenses, including severance and certain professional fees, that may not be directly attributed to providing client service. These costs were approximately $233 million, $272 million and $290 million in 2015, 2014 and 2013, respectively. We do not believe the amount of these other operating costs have been significant enough to warrant separate disclosure on the face of the income statement. We will monitor the amount of

these and similar costs in the future and in the event they become significant, we will consider separate disclosure of our other operating costs on the face of the income statement.

We have not identified any other similar expenses that we believe would warrant separate disclosure on the face of the income statement.

Selling, general and administrative expenses.

Omnicom's networks and agencies do not maintain separate sales forces. Our business model was built and continues to evolve around our clients. 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 new service disciplines and with new clients. In addition, we pursue acquisitions of complementary companies that typically currently serve or have the ability to serve our existing client base. In the normal course of business, our networks and agencies both gain and lose business each year due to a variety of factors. Significant new clients often result from successful responses to  requests for proposals and not from the efforts typically associated with a separate sales force. Our networks and agencies redeploy existing resources to respond to such requests. Accordingly, we do not allocate salaries or other costs incurred in connection with this effort to selling expense and these costs remain in salary and service cost and office and general expenses, as applicable.

Our agencies undertake promotional events including agency marketing and advertising and participation at award and trade shows and incur third-party costs in connection with these activities. Currently the cost of these marketing efforts is included in office and general expenses. The third-party cost of our marketing efforts was approximately$162 million, $191million, and $190 million in 2015, 2014 and 2013, respectively. While these costs may be considered selling and administrative expense, we do not believe that these costs are significant enough to warrant separate disclosure on the face of the income statement.

Substantially all our salary expense is directly related to providing our client services and is reported in the salary and service cost line. As a result, certain administrative costs are included in the salary and service costs category. These administrative costs are included in the overhead cost of our businesses and are incorporated into their overhead rates and, as such, these costs are an integral part of our operating costs and are appropriately included in salary and service costs.

In addition, we include our executive office administrative costs, which primarily consist of salary and related expenses, in the salary and service cost line. While these costs may be considered general and administrative expenses, we do not believe that these costs are significant enough to warrant separate disclosure on the face of the income statement.

Bad Debt Expense

As most of our revenue is derived from highly credit worthy clients and we frequently have client arrangements that require advance payment, our bad debt expense has been immaterial. As disclosed in Schedule II to the 2015 10-K, bad debt expense was approximately $4 million, $8 million and $10 million in 2015, 2014 and 2013, respectively. We do not believe that these costs are significant enough to warrant separate disclosure on the face of the income statement.

Other General Expenses

We have not identified any other general expenses that we believe would warrant separate disclosure on the face of the income statement.

Non-Operating Income and Interest Expense

Interest income and interest expense are already reported as separate lines on the face of our income statement. Additional detail regarding the significant components of interest expense is included in Note 6 to the consolidated financial statements in our 2015 10-K.

Non-Operating Expenses

Although we did not have any non-operating expenses for the periods presented in our 2015 10-K, if such costs are significant in the future we will disclose them on the face of the income statement.

Income before Income Tax Expense and All Other Appropriate Items

Omnicom currently provides the information required, when applicable and appropriate.

For the Staff's convenience, we have provided a summary of the immaterial costs described above that we do not believe warrant separate disclosure on the face of the income statement (See Attachment 2).

*****

At the request of the Staff, Omnicom acknowledges that (i) Omnicom is responsible for the adequacy and accuracy of the disclosure in the above-referenced filings, (ii) Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the above-referenced filings, and (iii) Omnicom may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

We hope that you find the foregoing to be responsive. Please do not hesitate to contact us if you have any questions regarding the foregoing and, of course, if you have any additional comments.  Questions or comments should be directed to me at (212) 415-3098.

Thank you in advance for your cooperation in these matters.

Very truly yours,

s/ Philip J. Angelastro

Philip J. Angelastro

Executive Vice President Finance and

Chief Financial Officer

cc:

Michael J. O’Brien, Esq. (Omnicom)

Rory T. Hood, Esq. (Jones Day)

Joel H. Trotter, Esq. (Latham & Watkins)

Eric A. Riso (KPMG)

ATTACHMENT 1

OMNICOM GROUP INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(In millions, except per share amounts)

 Proposed Future Filings

 Years Ended December 31,

 2015

 2014

 2013

Revenue

 $

 15,134.4

 $

 15,317.8

 $

 14,584.5

Operating Expenses:

   Salary and service costs

 11,361.9

 11,350.0

 10,724.4

   Office and general expenses

 1,561.2

 1,729.3

 1,750.0

   Depreciation and amortization

 291.2

 294.4

 284.8

 13,214.3

 13,373.7

 12,759.2

Operating Inc

Mail Stop 3720

March 29, 2016

Mr. Philip J. Angelastro
Chief Financial  Officer
Omnicom Group Inc.
437 Madison Avenue
New York, NY  10022

Re: Omnicom Group, Inc.
 Form 10 -K for Fiscal Year Ended December 31, 201 5
Filed February 9, 2016
File No. 001-10551

Dear  Mr. Angelastro :

We have reviewed your filing and have the following comment.  Please comply with the
following comment in future filings.  Confirm in writing that you will do so and explain to us
how you intend to comply.

Please respond to this comment  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comment appl ies to your facts and circumstances , please tell us why in your response.

After reviewing your response to th is comment, we may have additional comments.

Consolidated Statements of Income , page F -5

1. Please revise your income statement presentation to fully comply with the line  item
requirements of Rule 5 -03 of Regulation S -X.

We urge all persons who are responsible for the accuracy and adequacy of the disclos ure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclos ure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comment, please provide a written statement from the company
acknowledging that:

Mr. Philip J. Angelastro
Omnicom Group Inc.
March 29, 2016
Page 2

  the company is responsible for the adequacy and accuracy o f the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Kathryn Jacobson, Senior Staff Accountant at  (202)  551-3365  or Robert
S. Littlepage, Accountant Branch Chief at (202) 551 -3361  if you have questions regarding the
comment on the financial statements and related matters.  Please contact Greg ory Dundas,
Attorney -Advisor  at (202) 551 -3436  or me at (202) 551 -3810  with any other questions.

Sincerely,

 /s/ Robert S. Littlepage, for

 Larry Spirgel
Assistant Director
AD Office 11 – Telecommunications

June 7, 2011

Via U.S. Mail and Facsimile (212-415-3530)

Mr. Randall J. Weisenburger
Executive Vice President and Chief Financial Officer
Omnicom Group Inc.
437 Madison Avenue  New York, NY 10022

RE: Omnicom Group Inc.
Form 10-K for the fiscal year ended December 31, 2010
Filed February 23, 2011 File No. 001-10551

From 10-Q for the quarter ended March 31, 2011
Filed April 29, 2011

Dear Mr. Weisenburger:

We have completed our review of your f ilings.  We remind you that our comment or
changes to disclosure in response to our co mment do not foreclose the Commission from taking
any action with respect to the company or the filings and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi lings to be certain that the filings include the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,  /s/ Robert S. Littlepage  for  Larry Spirgel Assistant Director

CORRESP
1
filename1.htm

 May 26, 2011

 VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

Attn: Mr. Larry Spirgel, Assistant Director

     Re:
     Omnicom Group Inc.

    Annual Report on Form 10-K for the fiscal year ended December 31, 2010

    Filed February 23, 2011

    File No. 001-10551

    Quarterly Report on Form 10-Q for the quarter ended March 31, 2011 Filed April 29, 2011

 Dear Mr. Spirgel:

 This letter responds to the  May 16, 2011 comment letter of the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) relating to Omnicom’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010 (the “2010 Form 10-K”) and Quarterly Report on Form 10-Q for the quarter ended March 31, 2011. For your convenience, the comment in the letter is repeated below. All references to “Omnicom,” “we,” “us” and “our” refer to Omnicom Group Inc.

 Form 10-K

Financial Statements

6 Debt

 ---------------------------------------------------------------------

 Convertible Debt, page F-17

    1.
    Refer to the first three paragraphs of page F-18, which indicate that your 2032 and 2038 Convertible Notes include conversion features which are to be satisfied by paying the initial principal amount of the note in cash and the balance of the conversion value in cash or shares, at your option. Tell us how you applied the guidance of ASC 470-20-05-13 regarding cash conversions of convertible debt to your 2032 and 2038 Convertible Notes.

 Securities and Exchange Commission

May 26, 2011

Page 2

 In accounting for our convertible notes, including the conversion features that are to be satisfied by paying the initial principal amount of the note in cash and the balance of the conversion value in cash or shares at our option, we considered the provisions of ASC 470-20. More specifically, when it became effective in 2009, we adopted the provisions of FASB Staff Position APB 14-1, Accounting for Convertible Debt Instruments that may be Settled in Cash upon Conversion (Including Partial Cash Settlement) (“FSP APB 14-1” or the “FSP”). In connection with our 2009 registration statement on Form S-3, we adopted the FSP in our Current Report on Form 8-K, as filed with the Commission on June 24, 2009. The June 24, 2009 Form 8-K amended our Form 10-K for the year ended December 31, 2008, and we also disclosed the results of the adoption of the FSP in our Form 10-K for the year ended December 31, 2009.

 Background

 For ease of reference, we are providing the following facts as background information.

    In 2004, we amended our 2032 Notes, 2038 Notes and 2031 Notes to provide the ability to satisfy the conversion value of the notes by paying the principal amount of the notes in cash and the balance of the conversion value in cash or shares at our option. Prior to the amendments made in 2004, the conversion value of the convertible notes was required to be settled in shares. As of December 31, 2010, there were less than $100,000 of our 2031 Notes outstanding, and no 2031 Notes are outstanding on the date hereof.

    Upon the issuance of ASC 470-20 and, specifically, FSP APB 14-1 in 2008, our convertible debt came under the scope of the FSP as a result of the amendments made in 2004 and we were required to, and did, restate our prior years financial statements to reflect the retrospective adoption of FSP APB 14-1.

    The amendments discussed in the first two paragraphs on page F-18 of our 2010 Form 10-K do not affect the  conversion features of the 2032 Notes or the 2038 Notes. The 2006 amendments were made to extend the maturity of the 2038 Notes from 2033 to 2038 and the 2010 amendment eliminated contingent interest payments on the 2038 Notes until December 15, 2013. These amendments did not result in a substantial modification of debt as defined in ASC 470-50-40 and did not require us to re-measure the embedded conversion option in the Notes (ASC 470-50-40-15).

    As more fully described below, at the time we retrospectively adopted the FSP the holders of our 2032 Notes and 2038 Notes had the ability to put their notes to us to repurchase at par value after one and 1.6 years, respectively. These put options were provided at the time of original issuance of the convertible debt and were not changed in connection with the 2004 amendments. From time to time, including in periods prior to adoption of the FSP, we made non-contractual supplemental interest payments to holders of our convertible debt who agreed to not exercise their put rights. We recorded these payments as interest expense as discussed below.

 Securities and Exchange Commission

May 26, 2011

Page 3

Accounting for Cash Conversion

 As the Staff’s question is focused on cash conversion features at settlement, set forth below is the disclosure we included upon adoption of the FSP in our Current Report on Form 8-K in Note 1 — Significant Accounting Policies, on page F-7, as filed with the Commission on June 24, 2009:

   FSP APB 14-1 provides that issuers of instruments
that fall within its scope should separately account for the liability and
equity components of those instruments by allocating the proceeds at the date of
issuance of the instrument between the liability component and the embedded
conversion option (the equity component) by first determining the carrying
amount of the liability. Our outstanding Convertible Notes came under the scope
of FSP APB 14-1 when they were amended in 2004. On adoption of FSP APB 14-1, we
would have recorded additional interest expense, net of income taxes, in years
2004 and 2005 totaling $22.4 million and we recorded additional interest
expense, net of income taxes of $6.1 million in 2006. These amounts
represent the fair value of embedded conversion options from the dates of
amendment to the first put dates. Accordingly, because the income statements for
2004 and 2005 are not presented as part of these financial statements as
prescribed by FSP APB 14-1, we recorded a $22.4 million reduction to opening
retained earnings at January 1, 2006 and an increase in additional paid-in
capital of $28.5 million. For the year ended December 31, 2006, we recorded
additional interest expense, net of income taxes, of $6.1 million.

 We also included the disclosure regarding the effect of the FSP in Note 3 —  Debt,  on page F-19 of our June 24, 2009 Form 8-K.

 In addition, we included the following disclosure as set forth in Note 2 — New Accounting Pronouncements, on pages F-8 and F-9 of our 2009 Form 10-K:

   Codification Topic 470 provides that issuers of instruments that fall within its scope should separately account for the liability and equity components of those instruments by allocating the proceeds at the date of issuance of the instrument between the liability component and the embedded conversion option (the equity component) by first determining the carrying amount of the liability. Our outstanding convertible notes came under the scope of the revisions to Codification Topic 470 when they were amended in 2004. Each convertible note has substantive rights to unilaterally put the convertible notes for redemption on certain specified dates. To calculate the fair value of the liability, we estimated the expected life of each series of our convertible debt and computed the fair value of the liability excluding the embedded conversion option and giving effect to other substantive

 Securities and Exchange Commission

May 26, 2011

Page 4

   features such as put and call options. Since our
convertible debt was issued at par (no discount) and by its terms does not pay a
coupon interest rate, the holder has no economic incentive to hold our
convertible debt, and unless a non-contractual supplemental interest payment is
offered by us, the holder would exercise his or her put right at the first
opportunity. Accordingly, for the purposes of applying the revisions, the
expected lives of our convertible notes from the date of amendment in 2004 to
the first respective put date were assumed to be 1.2 years, 1 year and 1.6 years
for our 2031, 2032 and 2033 Notes, respectively. On adoption of the revisions,
we would have recorded additional interest expense, net of income taxes, in
years 2004, 2005 and 2006 totaling $28.5 million. This amount represents the
fair value of embedded conversion options from the dates of amendment to the
first put dates. The amortization of the debt discount is in addition to the
amortization of the supplemental interest payments made on our convertible
notes.

 Conclusion

 As described above, we implemented the FSP as it applied to all of our then outstanding convertible notes. Additionally, the disclosures required by ASC 470-20, including the required amortization of the value of the embedded conversion option (the equity component), were appropriately made in 2009, the year of adoption of the FSP and in our 2008 Form 8-K. As amortization of the call option had no impact on our 2010, 2009 or 2008 financial statements included in our 2010 Form 10-K, we omitted the disclosure regarding adoption and we continued to disclose the cash interest paid in the relevant years covered by the 10-K related to non-contractual supplemental interest payments on our convertible debt.

 Further, we continued to provide disclosure that clarifies that we are not required to remeasure the embedded conversion option after issuance as provided by ASC 470-20-35-17. As previously described in our comment letter to the Staff (dated August 2, 2006), the embedded conversion option met and continues to meet the definition of an equity instrument as per ASC 815-40-25-7 through 25-10.

 In future filings, to clarify that we have fully recognized in prior years the value of the conversion option through a charge to interest expense in those years, we will provide the following language in our Form 10-K to clarify our accounting for the  conversion option:

   In 2004, our convertible notes were amended to include a provision to satisfy the conversion value by paying the principal amount of the notes in cash and the balance of the conversion option in cash or shares at our option. In prior years, as required, we separately accounted for the liability and equity components of the notes by allocating the proceeds at the date of amendment of the notes between the liability and equity components and recording $47.5 million of interest expense related to the equity conversion option over the expected life of the conversion option, or $28.5 million after applicable income tax benefits.

 Securities and Exchange Commission

May 26, 2011

Page 5

   The convertible notes were issued at par (no discount or premium) and do not bear any interest. As a result, we concluded that absent any non-contractual supplemental interest payment the noteholders have no economic incentive to hold the notes past the contractual put date. Therefore, the expected life of the conversion option was determined to be the period from amendment of the notes in 2004 to the first respective put date, or 1 year in the case of the 2032 Notes and 1.6 years in the case of the 2038 Notes. The amortization of the value of the conversion option was recorded as interest expense. Additionally, non-contractual supplemental interest payments  were also recorded as interest expense in the years presented in the table below.

*    *    *    *    *

 At the request of the Staff, Omnicom acknowledges that (i) Omnicom is responsible for the adequacy and accuracy of the disclosure in the above-referenced filings, (ii) Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the above-referenced filings, and (iii) Omnicom may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 We hope that you find the foregoing to be responsive. In all events, please do not hesitate to contact us if you have any questions regarding the foregoing and, of course, if you have any additional comments. Questions or comments should be directed to me at (212) 415-3098.

 Thank you in advance for your cooperation in these matters.

 Very truly yours,

/s/ Philip J. Angelastro

 Philip J. Angelastro

Senior Vice President Finance and Controller

     cc:

      Joseph M. Kempf (SEC)

        Carlos Pacho (SEC)

        Randall J. Weisenburger (Omnicom)

        Michael J. O’Brien, Esq. (Omnicom)

        Robert A. Profusek, Esq. (Jones Day)

        Rory Hood, Esq. (Jones Day)

        Rosemary DeVito (KPMG)

May 16, 2011

Via U.S. Mail and Facsimile (212-415-3530)

Mr. Randall J. Weisenburger
Executive Vice President and Chief Financial Officer
Omnicom Group Inc.
437 Madison Avenue  New York, NY 10022

RE: Omnicom Group Inc.
Form 10-K for the fiscal year ended December 31, 2010
Filed February 23, 2011 File No. 001-10551

From 10-Q for the quarter ended March 31, 2011
Filed April 29, 2011

Dear Mr. Weisenburger:

 We have limited our review to only your fina ncial statements and related disclosures and
do not intend to expand our review to other portions of your documents.  Please provide us with
the requested information so we may better understand your disclosure.

Please respond to this letter within te n business days by providing the requested
information or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and circum stances, please tell us w hy in your response.
 After reviewing the information you provide in response to these comments, we may
have additional comments.               Form 10-K

Financial Statements
6 Debt
Convertible Debt, page F-17

1. Refer to the first three para graphs of page F-18, which indicate that your 2032 and 2038
Convertible Notes include conve rsion features which are to  be satisfied by paying the
initial principal amount of the note in cash and the balance of the conversion value in
cash or shares, at your option.  Tell us how you applied the guida nce of ASC 470-20-05-
13 regarding cash conversions of convertib le debt to your 2032 and 2038 Convertible
Notes.

Mr. Randall J. Weisenburger
Omnicom Group Inc.
May 16, 2011
Page 2

Please file all correspondence over EDGAR.  We urge all persons who are responsible
for the accuracy and adequacy of the disclosure in  the filing to be certain  that the filing includes
the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules
require.  Since the company and its management  are in possession of a ll facts relating to a
company’s disclosure, they are responsible for th e accuracy and adequacy of  the disclosures they
have made.                In responding to our comments, please provide a written statement from the company
acknowledging that:

 the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.
 You may contact Joseph M. Kempf, Senior Staff Account ant, at (202) 551-3352 or
Carlos Pacho, Senior Assistant Chief Account ant, at (202) 551-3835 if you have questions
regarding comments on the financial statements and related matters.  Please contact me at (202)
551-3810 with any other questions.
Sincerely,    Larry Spirgel Assistant Director

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3720

        September 21, 2009

Via U.S. Mail and Fax

Mr. Philip J. Angelastro Senior Vice President Finance and Controller Omnicom Group Inc. 437 Madison Avenue
New York, New York 10022

Re: Omnicom Group Inc. Form 10-K for the Fiscal Year Ended December 31, 2008 Filed February 27, 2009 File No. 1-10551

Dear Mr.Angelastro:
 We have completed our review of your Form 10-K and related filings and do not , at this time, have
any further comments.             S i n c e r e l y ,                                     L a r r y  S p i r g e l          A s s i s t a n t  D i r e c t o r

CORRESP
1
filename1.htm

 September 10, 2009

 VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

Attn: Mr. Larry Spirgel, Assistant Director

    Re:
    Omnicom Group Inc.

      Annual Report on Form 10-K for the fiscal year ended December 31, 2008

        Filed February 27, 2009

        File No. 1-10551

 Dear Mr. Spirgel:

 This letter responds to the Staff s August 14, 2009 comment letter relating to Omnicom s Annual Report on Form 10-K for the fiscal year ended December 31, 2008 (the 2008 Form 10-K ). The Staff s August 14th comment letter was a follow-up to our prior correspondence relating to our 2008 Form 10-K. For your convenience, the comments in the Staff s August 14, 2009 letter are repeated below, followed by the information requested therein. All references to Omnicom , we , us and our refer to Omnicom Group Inc.

 Form 10-K for the fiscal year ended December 31, 2008

 Critical accounting policies, page 10

 1.

    Please
tell us in more detail why you believed that forecasts of revenue and EBITDA for
guideline public companies were insufficient and not consistent and accurate and,
therefore, not reliable measures of fair value at December 31, 2008, as compared to the
stabilized forecasts just six months later. In other words, clarify what made market
participant multiples unreliable at December 31, 2008?

 As the Staff is well aware, in late 2008, economic and financial conditions worsened rapidly and a number of unprecedented developments created uncertainty and eroded confidence in

 Securities and Exchange Commission

September 10, 2009

Page 2

 global financial markets. This sequence of events was led initially by the bankruptcy of Lehman Brothers Holdings, Inc. on September 15, 2008 and was followed by broad disruption in the global economy. Given the rapid changes in business conditions generally and the uncertainty in the global economy in late 2008, we concluded that the publicly available forecasts of EBITDA and revenue for guideline companies that we consider comparable to us were not in sync with market prices as of December 31, 2008. Accordingly, we could not determine reliable comparative market participant multiples. However, that is not to say that we also believed that the market values of the guideline companies were not representative of fair value at December 31, 2008. While the market values of the guideline companies decreased quickly as a result of the changes
in business conditions, based on our observations we did not believe that the publicly available forecasts for these companies had been
adjusted yet to reflect the business conditions at that time. With the publicly available forecasts and market values out of sync, we did not believe that the resulting multiples were reliable for purposes of performing the comparative market participant approach.

 More specifically, the publicly available market forecasts of EBITDA and revenue for 2009 of the comparable companies as of December 31, 2008 ranged from an increase of 7% to a decline of 14% for EBITDA and an increase of 18% to a decline of 13% for revenue compared to the market forecasts for 2009 used in our annual impairment test as of June 30, 2008. In contrast, the market values of the comparable companies as of December 31, 2008 declined by between 13% and 54% compared to the market values as of June 30, 2008. Additionally, our internal forecasts of EBITDA and revenue for 2009 for Omnicom and all of our reporting units that we used in our interim impairment test as of December 31, 2008 all showed substantial declines, ranging from decreases of between 14 % and 22% for EBITDA and decreases of between 13% and 21% for revenue.
Given the expectations in the marketplace at the time regarding the severity and depth of the economic decline, we expected the comparable
companies to also experience significant decreases in their forecasts. However, because the range of changes in the publicly available market forecasts for the comparable companies was considerably less than the range of declines in our internal forecasts, we did not have the normal degree of confidence in the market forecasts that we have had in prior years.

 Consistent with the decline in the market values of the comparable companies, the fair values of each of our reporting units resulting from our December 31, 2008 income approach valuation decreased by between 9% and 49% compared to the fair values used in our annual impairment test as of June 30, 2008. Additionally, as noted in our response to Comment No. 1 of our July 14, 2009 letter, we also reconciled the aggregate market capitalization of our equity, which declined by 42% between June 30, 2008 and December 31, 2008, to the sum of the fair values of our reporting units under the income approach without assuming a control premium. Given the changes in the fair values of our reporting units from June 30, 2008 to December 31, 2008 were consistent with the changes in the market values of the comparable companies for the same period, we believe that our income

Securities and Exchange Commission

September 10, 2009

Page 3

approach valuation appropriately reflected the economic conditions and outlook that existed at that time.

During the first half of 2009, the business prospects for the industry in which our businesses operate began to stabilize. As discussed further in response to Staff Comment No. 4 below, because of this, and given actual results of operations for the year ended December 31, 2008 and the first quarter of 2009 were published, we believe that by the end of the second quarter, analysts had been able to reasonably update their forecasts with a more normal level of accuracy. Consequently, we believe that the publicly available forecasts for the comparable companies had returned to a more normal level of reliability as of June 30, 2009.

    2.

    In
connection with your goodwill impairment test at June 30, 2008, tell us how you weighted,
including the basis of that weighting, each of the methods you used to determine the fair
value of your reporting units.

For our annual impairment test at June 30, 2008, we gave the following weighting to each of the valuation methodologies that we used to determine the fair value of our reporting units:

     70%
     The income approach

     30%
     Comparative market participant multiples

     —
     Recent and similar purchase acquisition transactions

This approach is consistent with the approach followed for our annual impairment tests performed in prior years (for those years where no recent and similar purchase acquisition transactions were available) and with our approach in our June 30, 2009 annual impairment test. We developed this weighting with the assistance of a third-party valuation firm. We gave a larger weighting to the income approach because it incorporates a longer term focus when determining fair value than the comparative market participant approach, while also including inputs from the public equity and debt markets, including inputs from publicly traded companies with business characteristics similar to our reporting units.

We believe this weighting is appropriate for determining the fair value of our reporting units and we believe it is in accordance with the requirements of SFAS 142, Goodwill and Other Intangible Assets, as well as paragraph 19 of SFAS No. 157, Fair Value Measurements ( SFAS 157 ) which provides that Valuation techniques that are appropriate in the circumstances and for which sufficient data are available shall be used to measure fair value. In some cases, a single valuation technique will be appropriate (for example, when valuing an asset or liability using quoted prices in an active market for identical assets or liabilities). In other cases, multiple valuation techniques will be appropriate (for example, as might be the case when valuing a reporting unit). If multiple valuation techniques are used to measure fair value, the results (respective indications of fair value) shall be evaluated and

 Securities and Exchange Commission

September 10, 2009

Page 4

 weighted, as appropriate, considering the reasonableness of the range indicated by those results. A fair value measurement is the point within that range that is most representative of fair value in the circumstances. 1

3.

    Tell
us how the forecasted revenue and EBITDA of comparable companies at December 31, 2008
differed when compared to the forecasted revenues and EBITDA that you used in your annual
impairment test at June 30, 2008. Also, tell us how the fair value of your reporting
units would have changed at December 31, 2008 if you had relied on the forecasted revenue
and EBITDA of comparable companies and if you would have failed step one of your goodwill
impairment test for any of your reporting units.

 As discussed above in our reply to Staff Comment No. 1, the publicly available market forecasts of EBITDA and revenue for 2009 of the comparable companies as of December 31, 2008 ranged from an increase of 7% to a decline of 14% for EBITDA and an increase of 18% to a decline of 13% for revenue compared to the market forecasts for 2009 used in our annual impairment test as of June 30, 2008. In contrast, the market values of the comparable companies as of December 31, 2008 declined by between 13% and 54% compared to the market values as of June 30, 2008. Additionally, the changes in the publicly available market forecasts of EBITDA and revenue for the comparable companies were considerably less than the declines in both EBITDA of 14% to 22% and in revenue of 13% to 21% from our internal forecasts that we used in our interim impairment
test as of December 31, 2008. This led us to conclude that the publicly available forecasts of EBITDA and revenue were not in sync with
market prices. Therefore, while we considered using the same approach we had applied for the past seven years when performing our annual SFAS 142 impairment test, we did not believe that we could derive a multiple of EBITDA or revenue at December 31, 2008 consistent with the normal degree of confidence we had in prior years.

 While the form of our valuation approach at December 31, 2008 was different because we were unable to derive EBITDA and revenue multiples to apply with a normal degree of confidence, we believe the substance of our approach was the same. This is because the declines in the fair values of each our reporting units using the income approach valuation as of our interim impairment test at December 31, 2008 as compared to the fair values as of our

1 Additionally, as indicated in our most recent response letter to the Staff, the process that we followed when performing our interim impairment test as of December 31, 2008 was not a change in our policy or methodology compared to the methodology used in performing our annual impairment test. To support the reasonableness of our conclusion, we considered paragraph 20 of SFAS 157, which provides that Valuation techniques used to measure fair value shall be consistently applied. However, a change in valuation technique or its application (for example, a change in its weighting when multiple valuation techniques are used) is appropriate if the change results in a measurement that is equally or more representative of fair value in the circumstances.

 Securities and Exchange Commission

September 10, 2009

Page 5

 annual test at June 30, 2008 were in close proximity to the declines in the market values of the comparable companies over the same period.

 Notwithstanding this, in light of the Staff s comments, in August 2009 we engaged the same third party valuation services firm that assisted us with our valuation at December 31, 2008 (as discussed in our response to Staff Comment No. 1 in our letter to the Staff of July 14, 2009) and asked them to assist us with a supplemental comparative market participant multiple of EBITDA valuation (market approach valuation) for each of our reporting units as of December 31, 2008. After incorporating the results of the market approach valuation with our income approach valuation at December 31, 2008 and weighting it as discussed above, 70%/30%, income approach / market approach, respectively, we determined that each of our reporting units would have passed step one of the interim impairment test. There was no significant change in value as compared
to our valuation under the income approach alone. The impact on the valuation of each reporting unit did vary: in four of our units the
changes ranged from a decrease of 8% to an increase of 1%, while one of our reporting units experienced an increase of 6%. This result is consistent with our valuation under the income approach as of December 31, 2008 because, as described above, the declines in the fair values of our reporting units from June 30, 2008 to December 31, 2008 were consistent with the declines in the market values of the comparable companies for the same period.

4.

    Tell
us how the forecasted revenue and EBITDA of comparable companies at December 31, 2008
differed when compared to the forecasted revenues and EBITDA that you used in your annual
impairment test at June 30, 2009.

 In reviewing the forecasted revenues and EBITDA of the comparable companies for our June 30, 2009 impairment test, we found them to differ from the forecasts at December 31, 2008, in that there was much more consistency among the various analysts covering each company, as well as with the broader economic environment. Given the broad expectations in the marketplace that any recovery would be slow and the economic disruption would negatively impact all companies in our industry, the consistency of the projections at June 30, 2009 among the comparable companies increased our confidence in the projections.

 Forecasted revenues for 2010 of all of the comparable companies were in a very tight range with four companies forecasted to have reductions in revenue of between 0.5% and 1.8% and two companies forecasted to have growth of between 1.1% and 1.5%. Similarly, forecasts of EBITDA for 2010 were relatively consistent with three companies forecasted to have reductions  of between 0.2% and 1.3%, two companies forecasted to have growth of between 0.3% and 2.5% and one company forecasted to have growth of 4%. As discussed above, the projections among the comparable companies were not consistent at December 31, 2008.

 Securities and Exchange Commission

September 10, 2009

Page 6

 *     *    *    *    *

 At the request of the Staff, Omnicom acknowledges that (i) Omnicom is responsible for the adequacy and accuracy of the disclosure in the above-referenced filings, (ii) Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the above-referenced filings, and (iii) Omnicom will not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 We hope that you find the foregoing to be responsive. In all events, please do not hesitate to contact us if you have any questions regarding the foregoing and, of course, if you have any additional comments. Questions or comments should be directed to me at (212) 415-3098.

 Thank you in advance for your cooperation in these matters.

 Very truly yours,

                   /s/ Philip J. Angelastro

Philip J. Angelastro

Senior Vice President Finance and Controller

     cc:

     Joe Cascarano (SEC)

      Ivette Leon (SEC)

     Randall J. Weisenburger (Omnicom)

      Michael J. O Brien, Esq. (Omnicom)

      Robert A. Profusek, Esq. (Jones Day)

      Meredith L. Deutsch, Esq. (Jones Day)

      Rosemary DeVito (KPMG)

CORRESP
1
filename1.htm

JONES DAY

  222 EAST 41ST STREET • NEW YORK, NEW YORK 10017

TELEPHONE: (212) 326-3939 • FACSIMILE: (212)
755-7306

August 21, 2009

VIA EDGAR

Securities and Exchange Commission

100 F Street N.E.

Washington, D.C.  20549

    Attention:

    Larry
Spirgel

Ivette Leon

Joe Cascarano

                          Re:

    Omnicom Group Inc.

Form 10-K for the Fiscal Year Ended December 31, 2008

Filed February 27, 2009

Commission File No. 1-10551

Dear Mr. Spirgel, Ms. Leon and Mr.
Cascarano:

        This
letter responds to the Staff’s August 14, 2009 comment letter relating to the
above-referenced Annual Report on Form 10-K of Omnicom Group Inc. (the “Company”).
On behalf of the Company, and as discussed over the telephone with Mr. Cascarano on
August 21, 2009, I would like to request an extension of the time to provide the Staff
with a response to its comment letter until September 10, 2009 given that many of the
Company’s key personnel required to compile and review information necessary to
respond to the Staff’s comments will be unavailable through the Labor Day holiday.

        Please
do not hesitate to contact the undersigned at (212) 326-7829 if you have any questions
regarding the foregoing and, of course, if you have any additional questions or comments.

        Thank
you in advance for your cooperation in these matters.

Very
truly yours,

/s/ Meredith L. Deutsch

      Meredith L.
Deutsch

cc:

    Philip
Angelastro, Omnicom Group Inc.

Robert A. Profusek, Jones Day

CORRESP
1
filename1.htm

July 14, 2009

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

Attn: Mr. Larry Spirgel, Assistant Director

Re:

Omnicom Group Inc.

      Annual Report on Form 10-K for the fiscal year ended December 31, 2008

      Filed February 27, 2009

      File No. 1-10551

Dear Mr. Spirgel:

This letter responds to the Staff’s July 6, 2009 comment letter relating to Omnicom’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008 (the “2008 Form 10-K”). The Staff’s July 6th comment
letter was a follow-up to our prior correspondence relating to our 2008 Form 10-K. For your convenience, the comment in the Staff’s July 6, 2009 letter is repeated below, followed by the information requested therein. All references to
“Omnicom”, “we”, “us” and “our” refer to Omnicom Group Inc.

Form 10-K for the fiscal year ended December 31, 2008

---------------------------------------------------------------------

Critical accounting policies, page 10

Refer to Attachment 1 and your proposed disclosures. Based on your disclosures it appears that to determine fair value of your reporting units at June 30, 2008 you have used (1) the income approach, (2) comparative market participant
multiples for EBITDA and (3) when available, recent and similar purchase methodologies in your annual impairment tests at June 30, 2008. We note that because of the deterioration and volatility of the global capital markets during the fourth quarter
of 2008 you concluded that the income approach was the most appropriate methodology for your interim impairment test at December 31, 2008. Tell us why you believe a change in determining fair value at December 31, 2008 was appropriate. Further it
appears that you reverted back to the three methodologies for June 30, 2009. Which method

Securities and Exchange Commission

July 14, 2009

Page 2

is preferable? What has changed from December 31, 2008 to June 30, 2009 that warrants a change back to your June 30, 2008 methodologies? Refer to the relevant accounting literature.

As described in our prior letters, we perform our annual impairment test as of June 30th of each year. Consistent with the approach we have historically taken for our annual impairment tests, when performing our interim impairment test at
December 31, 2008, we began by using the income approach and prepared discounted cash flow analyses for each of our reporting units. We develop our valuations with the assistance of a third party valuation firm and we worked with them to consider
the impact that the volatility of the capital markets and the deterioration in economic conditions that occurred in late 2008 would have on our valuations. More specifically, in updating the income approach, we increased the risk premium components
of the weighted average cost of capital (“WACC”) for each of our reporting units. This increase and other changes in the WACC were made to reflect comparable market participant data. We also significantly reduced our near-term growth rate
assumptions for each of our reporting units. Consistent with the approach taken for our annual impairment tests, at December 31, 2008 we also considered using comparative market participant multiples. However, unlike in prior years, we concluded
that we did not have sufficient data available to reliably determine them. More specifically, given the rapid changes in business conditions generally and the uncertainty in the global economy in late 2008, consistent and accurate forecasts of
revenue and EBITDA for the guideline public companies that we consider comparable to us were not reliable. Therefore, we concluded that we could not determine reasonably accurate comparative market participant multiples. Additionally, there were no
recently completed comparable transactions to consider.

During the fourth quarter of 2008, the average aggregate market capitalization of our equity was $5.3 billion greater than our aggregate book value and the lowest daily aggregate market capitalization value was never less than 195% of our
aggregate book value. Additionally, the sum of the fair values of our reporting units using the income approach at December 31, 2008 approximated the aggregate market capitalization of our equity without assuming a control premium. As a result, we
relied on the results of the income approach to assess whether we passed step one of our interim impairment test.

The process that we followed when performing our interim impairment test was not a change in our policy or methodology compared to the methodology used in performing our annual impairment test. We considered Statement of Financial Accounting
Standards No. 157, Fair Value Measurements (“SFAS 157”) to support the reasonableness of our conclusion. SFAS 157, paragraph 20, provides that “Valuation techniques used to measure fair value shall be consistently applied.
However, a change in valuation technique or its application (for example, a change in its weighting when multiple valuation techniques are used) is appropriate if the change results in a measurement that is equally or more

Securities and Exchange Commission

July 14, 2009

Page 3

representative of fair value in the circumstances.”1 We believe that the use of the income approach was more representative of fair value at December 31, 2008 based on the facts and circumstances for the following reasons:

the sum of the fair values of our reporting units using the income approach at December 31, 2008 approximated the aggregate market capitalization of our equity without assuming a control premium;

the assumptions we used in applying the income approach reflected current observable capital market data and comparable market participant data, to the extent it was available;

we did not believe that consistent and accurate forecasts of revenue and EBITDA for the guideline public companies that we consider comparable to us were reliable.
Therefore, we concluded that we could not determine reasonably accurate comparative market participant multiples; and

there were no recently completed comparable transactions to consider.

With respect to our annual impairment test, during the quarter ended June 30, 2009, the pace of change in business conditions slowed and the market forecasts of future business results stabilized relative to December 31, 2008. This has led to the
availability of more consistent and reliable forecasts of revenue and EBITDA for the guideline public companies that we consider comparable to us. Therefore, consistent with the methodology applied in our previous annual impairment tests, in
addition to using the income approach, we plan to continue to use comparative market participant multiples to perform our annual impairment test as of June 30, 2009 and to the extent that there are recently completed comparable transactions, we will
also consider them as part of this process. We view the performance of our annual impairment test as of June 30, 2009, using the three valuation methodologies described in our most recent Form 10-K and Form 10-Q as continuing to apply our accounting
policy on a consistent basis.

*   *   *   *   *

At the request of the Staff, Omnicom acknowledges that (i) Omnicom is responsible for the adequacy and accuracy of the disclosure in the above-referenced filings, (ii) Staff comments or changes to disclosure in response to Staff comments do not
foreclose the Commission from taking any action with respect to the above-referenced filings, and (iii) Omnicom will not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws
of the United States.

1 SFAS 157, paragraph 20, also provides that “Revisions resulting from a change in the valuation technique or its application shall be accounted for as a change in accounting estimate (FASB Statement No. 154, Accounting Changes
and Error Corrections, paragraph 19).” (and therefore is not a change in accounting policy) “The disclosure provisions of Statement 154 for a change in accounting estimate are not required for revisions resulting from a change in a
valuation technique or its application.”

Securities and Exchange Commission

July 14, 2009

Page 4

We hope that you find the foregoing to be responsive. In all events, please do not hesitate to contact us if you have any questions regarding the foregoing and, of course, if you have any additional comments. Questions or comments should be directed
to me at (212) 415-3098.

Thank you in advance for your cooperation in these matters.

Very truly yours,

Philip J. Angelastro

Senior Vice President Finance and Controller

cc:

Joe Cascarano (SEC)

      Ivette Leon (SEC)

Randall J. Weisenburger (Omnicom)

      Michael J. O’Brien, Esq. (Omnicom)

      Robert A. Profusek, Esq. (Jones Day)

      Meredith L. Deutsch, Esq. (Jones Day)

      Rosemary DeVito (KPMG)

CORRESP
1
filename1.htm

June 15, 2009

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

Attn: Mr. Larry Spirgel, Assistant Director

Re:

Omnicom Group Inc.

      Annual Report on Form 10-K for the fiscal year ended December 31, 2008

      Filed February 27, 2009

       File No. 1-10551

Dear Mr. Spirgel:

This letter responds to the Staff’s June 1, 2009 comment letter relating to Omnicom’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008 (the “2008 Form 10-K”). The Staff’s June 1st comment
letter was a follow-up to our May 8, 2009 response to the Staff’s original April 24, 2009 comment letter relating to our 2008 Form 10-K. Responses are numbered to correspond to those in the comment letter. For your convenience, the comments are
repeated below, separated by responses to each component of the comment. All references to “Omnicom”, “we”, “us” and “our” refer to Omnicom Group Inc.

Form 10-K for the fiscal year ended December 31, 2008

Critical accounting policies, page 10

1.

We note your response to prior comments 1 and 2 and your proposed disclosures. However, your proposed disclosures on the underlying assumptions do not appear to address the uncertainties surrounding the current global economic downturn and its
effects on your domestic and international revenues. Therefore, we ask that you expand your proposed disclosures in Attachment 1 to provide the following information:

Securities and Exchange Commission

June 15, 2009

Page 2

    Disclose a breakdown of your goodwill balance as of December 31, 2008 by reporting unit:

Attachment 1 is our proposed disclosure relating to goodwill impairment testing that we will include in our June 30, 2009 Quarterly Report on Form 10-Q. As indicated in Attachment 1, we will break down our goodwill balance as of December 31, 2008,
as requested, and as of June 30, 2009, by reporting unit, grouped based on their relative excess of fair value over book value. We believe this disclosure provides meaningful insight into the relative risk of an impairment at our reporting units.
The proposed disclosure assumes that the analysis will show that goodwill is not impaired at June 30, 2009. If this is not the case, the disclosure will be appropriately modified.

    We note that you use the discounted cash flow approach to determine the fair value of your reporting units. With regard to the reporting unit with a 24% cushion, expand the proposed disclosures to address your
estimates of future cash flows, as follows:

Our proposed disclosure in Attachment 1 includes the additional information requested regarding our estimates of future cash flows for our reporting unit  with the 24% cushion at December 31, 2008 (“Reporting Unit 5”). The proposed
disclosure assumes that the analysis will show that goodwill is not impaired at June 30, 2009. If this is not the case, the disclosure will be appropriately modified.

1)

Provide a discussion of your historical cash flow growth rates and explain how your historical growth rates were considered when determining the growth rate to be utilized in your cash flow projections.

The disclosure requested by the Staff is included in Attachment 1. The following supplemental information is submitted to provide the Staff additional background information.

As disclosed in our 2008 Form 10-K, all of our reporting units operate in
the marketing and corporate communication services industry. Several long-term trends in our industry have positively impacted our business which we expect to continue into the future. The proliferation of media channels, including the rapid
development of interactive technologies and mediums, has fragmented audiences, making it increasingly more difficult for advertisers to reach their target audiences in a cost-effective way. As a result, marketers are increasingly turning to marketing
service providers for a customized mix of advertising and marketing communication services designed to make the best use of their total marketing expenditures. Historically, the average revenue growth over the last ten years across our reporting units has exceeded the
average nominal GDP growth of the countries comprising our major markets which account for substantially all of our revenue (“Average Nominal GDP”). Nevertheless, while we have a large and diverse client base and operate globally, we are
not immune to recessions.

Securities and Exchange Commission

June 15, 2009

Page 3

The average historical revenue growth rate for the past eight years (since the adoption of SFAS 142) of Reporting Unit 5 was approximately 12.2 % and Average Nominal GDP growth over the same period was 6.1%. We considered this history when
determining the growth rates to be used in our interim impairment test as well as the current economic environment. We believe marketing expenditures will continue to be highly correlated with nominal GDP. Accordingly, over the near term, in view of
the global recession, we substantially lowered our growth rate assumptions relative to our historical experience. For Reporting Unit 5, we assumed negative growth in 2009 and zero growth in 2010. Over the longer term, consistent with our historical
experience, we believe that our average long-term growth rate will exceed Average Nominal GDP growth. However, similar to our short-term growth assumptions and given the economic outlooks of most major markets around the world we  forecast a lower
average long-term growth rate relative to both historical Average Nominal GDP growth and our past performance.

2)

Disclose the growth rate you need to achieve in your cash flow projections in order to avoid having a goodwill impairment charge.

As reflected in Attachment 1, based on the results of the sensitivity analysis we performed at December 31, 2008, the long-term growth rate needed to achieve our future cash flow projections for Reporting Unit 5 to avoid failing step one of our
interim goodwill impairment test and thus potentially having a goodwill impairment charge was 3.0%, which would be a 30% reduction in the long-term growth rate of 4.5% that we used in performing our interim impairment test at December 31, 2008.

3)

In view of the current economic environment, discuss how you considered the uncertainties inherent in your estimated future growth rates. For example, you should explain if and when you anticipated a recovery of the economy in your growth
rates used in your cash flows analysis.

As reflected in Attachment 1, when performing our interim impairment test and estimating the future cash flows of all of our reporting units, we considered the changes in the economic environment that occurred in late 2008, as well as the economic
outlook in early 2009. We experienced a reduction in our revenues in the fourth quarter of 2008 of 7.0%, including a 4% reduction for Reporting Unit 5, and had less visibility than we historically have had at that time regarding near-term client
spending plans. This led us to estimate, for purposes of performing our interim impairment test, a reduction in our revenues and cash flows for 2009 for all our reporting units, including a 5% reduction in revenue for Reporting Unit 5, and zero
growth from those reduced levels for 2010 for all our reporting units. For the purposes of performing our interim impairment test, we estimated that growth would return in 2011, although at levels well below our historical average growth rates for
an interim four-year period. Beginning in 2015, we used an estimated long-term growth rate of 4.5% for all of our reporting units, which is equal to our estimate of Average Nominal GDP growth. This estimated growth rate
is  lower than the historical Average Nominal GDP growth over the most recent ten-year period of 5.5%. While we believe  that each reporting unit will grow at a rate that exceeds estimated

Securities and Exchange Commission

June 15, 2009

Page 4

Average Nominal GDP growth, considering the current economic outlook of most major markets around the
world, we utilized a forecast equal to our estimate of Average Nominal GDP
growth which is lower than historical Average Nominal GDP growth.

    Discuss the reasons for the significant variance between the fair values of one reporting unit versus the others.

As reflected in Attachment 1, consistent with the fundamentals of our business strategy, the agencies within our reporting units serve similar clients in similar industries, and in many cases the same clients. In addition, the agencies within our
reporting units have similar economic characteristics, as the main economic components of each agency are the salary and service costs associated with providing professional services, the office and general costs associated with office space and
occupancy, and the provision of technology requirements that are generally limited to personal computers, servers and off-the-shelf software.

Our reporting units do vary in size with respect to revenue and the amount of debt allocated to them. These differences drive the variations in fair value among our reporting units. In addition, these differences as well as differences in book
value, including goodwill, cause the variations in the amount by which fair value exceeds book value among the reporting units. The reporting unit goodwill balances and debt vary by reporting unit primarily because our three legacy networks were
acquired at the formation of Omnicom and were accounted for as a pooling of interest that did not result in any additional debt or goodwill being recorded. The remaining two networks, including Reporting Unit 5, were built through a combination of
internal growth and acquisitions that were accounted for as purchase transactions and as a result, they have a relatively higher amount of goodwill and debt.

More specifically, although the reporting unit with the 24% cushion at December 31, 2008 had the highest total revenue, operating profit and enterprise value of our five reporting units, its fair value (net of debt) approximated the average of the
total fair value of all of our reporting units. However, because it had the highest book value and debt relative to the other reporting units, it had the lowest cushion as of December 31, 2008.

Securities and Exchange Commission

June 15, 2009

Page 5

Note 2 Business combinations, page F-13

2.

Revise to provide the disclosures required by paragraph 45c of SFAS 142.

Paragraph 45c of SFAS 142 requires the disclosure of the changes in the carrying amount of goodwill during the period, including:

(1)

The aggregate amount of goodwill acquired,

(2)

The aggregate amount of impairment losses recognized, and

(3)

The amount of goodwill included in the gain or loss on disposal of all or a portion of a reporting unit.

We will provide the disclosures required by paragraph 45c of SFAS 142 in all future filings, if material.

For the information of the Staff, the amount of goodwill included in the gain or loss on disposal of businesses in 2008 and 2007 was not significant (less than $3.5 million in each year).
Additionally, we did not record any impairment losses during 2008 or 2007. Accordingly, when preparing the disclosures included in Footnote 2 - Business Combinations, for each of our 2008 and 2007 Form 10-K filings, we determined that disclosure was not
warranted.

We did disclose the aggregate cost of our acquisitions;  of $492.2 million in 2008 and $378.3 million in 2007 and that a substantial portion was acquired goodwill. Approximately $449 million and $338 million of these amounts
were acquired goodwill in 2008 and 2007, respectively. We also disclosed that a significant portion of the acquired goodwill resulted from contingent purchase price payments of $178.9 million and $159.3 million made in 2008 and 2007,
respectively, related to acquisitions completed in prior years. Additionally, none of the acquisitions was material individually or in the aggregate (as determined by reference to S-X Rule 305(b)) to our consolidated financial position or results
of operations.

During the first quarter of 2009, the aggregate amount of goodwill acquired was $1.7 million. The goodwill included in the gain or loss on disposal of businesses was $7.9 million and we did not record any impairment losses. Because none of
these transactions was material individually or in the aggregate and the changes were not significant, we determined that disclosure was not warranted in our first quarter Form 10-Q.

* * * * *

At the request of the Staff, Omnicom acknowledges that (i) Omnicom is responsible for the adequacy and accuracy of the disclosure in the above-referenced filings, (ii) Staff comments

Securities and Exchange Commission

June 15, 2009

Page 6

or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the above-referenced filings, and (iii) Omnicom will not assert Staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

We hope that you find the foregoing to be responsive. In all events, please do not hesitate to contact us if you have any questions regarding the foregoing and, of course, if you have any additional comments. Questions or comments should be directed
to me at (212) 415-3098.

Thank you in advance for your cooperation in these matters.

Very truly yours,

Philip J. Angelastro

Senior Vice President Finance and Controller

cc:

Joe Cascarano (SEC)

       Ivette Leon (SEC)

      Randall J. Weisenburger (Omnicom)

       Michael J. O’Brien, Esq. (Omnicom)

      Robert A. Profusek, Esq. (Jones Day)

      Meredith L. Deutsch, Esq. (Jones Day)

      Rosemary DeVito (KPMG)

Omnicom Group Inc.

      MD&A Proposed Discussion

      June 30, 2009

Attachment 1

Critical Accounting Policies - Goodwill Impairment Test

Accounting Policy

In accordance with Paragraph 30 of SFAS 142, Goodwill and Other Intangible Assets (“SFAS 142”), we identified our regional reporting units as components of our operating segments, which are our five agency networks. The regional reporting
units of each agency network are responsible for the agencies in their region. They report to the segment managers and facilitate the administrative and logistical requirements of our client-centric strategy for delivering services to clients in
their regions. We then concluded that for each of our operating segments, their regional reporting units had similar economic characteristics and should be aggregated for purposes of testing goodwill for impairment at the operating segment level.
Our conclusion was based on a detailed analysis of the aggregation criteria set forth in Paragraph 17 of SFAS No. 131, Disclosures about Segments of an Enterprise and Related Information (“SFAS 131”), and the guidance set forth in EITF
D-101: Clarification of Reporting Unit Guidance in Paragraph 30 of SFAS No. 142. Consistent with the fundamentals of our business strategy, the agencies within our regional reporting units serve similar clients in similar industries, and in many
cases the same clients. In addition, the agencies within our regional reporting units have similar economic characteristics, as the main economic components of each agency are the salary and service costs associated with providing professional
services, the office and general costs associated with office space and occupancy, and the provision of technology requirements which are generally limited to personal computers, servers and off-the-shelf software. Finally, the expected benefits of
our acquisitions are typically shared across multiple agencies and regions as they work together to integrate the acquired agency into our client service strategy.

We review goodwill for impairment annually as of the end of the second quarter and whenever events or circumstances indic

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3720
 June 1, 2009

 Mr. Philip J. Angelastro Senior Vice President Finance and Controller Omnicom Group Inc. 437 Madison Avenue New York, New York 10022
 Re: Omnicom Group Inc.
Form 10-K for the Fiscal Year Ended December 31, 2008
  Filed February 27, 2009   File No. 1-10551

Dear Mr. Angelastro:
We have reviewed your supplemental response letter dated May 8, 2009 as well
as your filing and have the following comments.  As noted in our comment letter dated April 24, 2009, we have limited our review to your financial statements and related disclosures and do not intend to expand our review to other portions of your documents.   Form 10-K for the year ended December 31, 2008

 Item 7. Management’s discussion and analysis of financial condition and results of
operations
 Critical accounting policies and new accounting pronouncements

 Critical accounting policies, page 10

 1. We note your response to prior comments 1 and 2 and your proposed disclosures.
However, your proposed disclosures on the underlying assumptions do not appear to address the uncertainties surrounding the current global economic downturn and its effects on your domestic and international revenues. Therefore, we ask that you expand your proposed disclosures in Attachment 1 to provide the following information:

Mr. Philip J. Angelastro
Omnicom Group Inc. June 1, 2009 Page 2

• Disclose a breakdown of your goodwill balance as of December 31, 2008 by
reporting unit.

• We note that you use the discounted cash flow approach to determine the fair
value of your reporting units.  With regard to the reporting unit with a 24% cushion, expand the proposed disclosures to address your estimates of future cash flows, as follows:
 1) Provide a discussion of your historical cash flow  growth rates and
explain how your historical growth rates were considered when determining the growth rate to be utilized in your cash flow projections.

2) Disclose the growth rate you need to achieve in your cash flow
projections in order to avoid having a goodwill impairment charge.

3) In view of the current economic environment, discuss how you
considered the uncertainties inherent in your estimated future growth rates. For example, you should explain if and when you anticipated a recovery of the economy in your growth rates used in your cash flows analysis.

• Discuss the reasons for the significant variances between the fair values of
one reporting unit versus the others.
 For further guidance, refer to Releas e No. 33-8350 "Interpretation: Commission
Guidance Regarding Management's Discussion and Analysis of Financial Condition and Results of Operations."
 Financial statements

 Note 2 Business combinations, page F-13

 2. Revise to provide the disclosures required by paragraph 45c of SFAS 142.

Mr. Philip J. Angelastro
Omnicom Group Inc. June 1, 2009 Page 3
  Please respond to these comments through correspondence over EDGAR within
10 business days or tell us when you will provide us with a response.  You may contact Joseph Cascarano, Staff Accountant, at ( 202) 551-3376 or Ivette Leon, Assistant Chief
Accountant, at (202) 551-3351 if you have questions regarding comments on the financial statements and related matters.  Please contact me at (202) 551-3810 if you have any other questions.

        S i n c e r e l y ,           /s/Robert Littlepage
For Larry Spirgel
        A s s i s t a n t  D i r e c t o r

CORRESP
1
filename1.htm

May 8, 2009

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

Attn: Mr. Larry Spirgel, Assistant Director

Re:

Omnicom Group Inc.

Annual Report on Form 10-K for the fiscal year ended December 31, 2008

Filed February 27, 2009

File No. 1-10551

Dear Mr. Spirgel:

This letter responds to the Staff’s April 24, 2009 comment letter relating to Omnicom’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008. Responses are numbered to correspond to those in the comment letter. For your
convenience, the comments are repeated below. All reference to “Omnicom”,
“we”, “us” and “our” refer to Omnicom Group Inc. (“Omnicom”)

Form 10-K for the fiscal year ended December 31, 2008

  --------------------------------------------------------------------------

1.

We note that goodwill accounted for
42% of total assets as of
December 31, 2008. We
also noted that revenues, operating income
and net income have declined in
the
fourth quarter due to the negative
impact of the current economic environment.
We
note that you performed your annual
goodwill impairment test in the second
quarter
of 2008 and concluded that goodwill
was not impaired. Tell us whether
you
performed subsequent interim impairment tests. If
you did not, tell us why,
addressing the factors in paragraph 8
of SFAS 144. You should discuss
in your critical
accounting policies and estimates the factors
you considered in determining why no
interim impairment under SFAS 142 was
required.

As discussed in our 2008 Form 10-K, we recognize that SFAS 142 requires an interim impairment test when certain events occur, including a significant adverse change in the business climate.

While there had been a decline in economic conditions
globally, the impact of the economic decline on our businesses in the fourth quarter of 2008,

Securities and Exchange Commission

May 8, 2009

Page 2

was not as severe. Further, during the fourth quarter, the market capitalization of our equity was never less than 195% of its book value.
Notwithstanding these facts, given the impending uncertainty in the business environment at the end of 2008, we believed that it was prudent to perform an interim impairment test of our goodwill prior to filing our December 31, 2008 Form 10-K. We
performed such an analysis in connection with the preparation of our year-end financial statements. Based on the results of this analysis, we concluded that our goodwill was not impaired as of December 31, 2008.

In preparing our 2008 Form 10-K, we also concluded that disclosure of the results of our interim impairment was not warranted because: (a) the decline in our business on a constant currency basis in the fourth quarter was not significant; (b) our
market capitalization during the quarter was at least two times our book value; and (c) after performing our interim impairment analysis, we concluded that our goodwill was not impaired. However, in light of the Staff’s comments, we included the following
additional disclosure in the Critical Accounting Policies section in Item 2, Management’s Discussion and Analysis of our Form 10-Q for the three months ended March 31, 2009, filed with the SEC on April 29, 2009:

“Goodwill: In accordance with SFAS No. 142, we perform our annual impairment test on our goodwill balances as of the second quarter of each year, and also whenever events or circumstances, as defined in SFAS 142, trigger the need
for an interim evaluation for impairment. In the later part of 2008, contractions in the global economy, a decline in consumer spending, rising unemployment and other factors accelerated the global recession. This global recession has reduced
clients’ spending on the services that our agencies provide. As a result, our revenues and profits declined in the fourth quarter of 2008 compared to the fourth quarter of the prior year. Under SFAS 142 a significant adverse change in business
conditions typically triggers an evaluation of goodwill for impairment prior to the required annual review. Although the decline we experienced in our business on a constant currency basis in the fourth quarter was not significant, given the
generally negative economic environment, we updated our impairment analyses for each of our reporting units as of December 31, 2008.

In performing the impairment test for goodwill, SFAS 142 requires that we estimate the fair value of our five reporting units and compare the fair value to the carrying value of each reporting unit to determine if there is a potential impairment. If
there is a potential impairment, SFAS 142 requires that additional analysis be performed to determine the amount of the impairment, if any, to be recorded.

We use several valuation methodologies to determine the fair value of our reporting units, including: (1) the income approach which utilizes discounted expected cash flows, (2) comparative market participant multiples for revenue and EBIT (earnings
before interest and taxes), and (3) when available, consideration of recent and similar transactions. Due to the continued deterioration and volatility of the global capital

Securities and Exchange Commission

May 8, 2009

Page 3

markets during the fourth quarter of 2008, we determined that updating our valuations using the income approach was the most appropriate methodology for our SFAS 142 interim analysis. In updating our valuations, we adjusted the assumptions in our
discounted cash flow analysis, to reflect our view of the impact of market conditions on our businesses and to reflect market participant assumptions that were consistent with the economic environment as of December 31, 2008. We concluded that our
goodwill was not impaired based on, among other factors, the following:

During the fourth quarter of 2008 the average aggregate market capitalization of our equity was $5.3 billion greater than our aggregate book value and the daily aggregate market capitalization values were never less than 195% of our aggregate
book value.

The fair values of each of our reporting units based on the income approach were substantially in excess of their respective net book values, ranging from an excess of 24% to more than 100%.

The fair value of the aggregate market capitalization of our equity approximated the sum of the fair values of the reporting units using the income approach and without assuming a control premium.

Business conditions remained weak during the first quarter of 2009, and we also experienced a decline in our revenue and net income as compared to the comparable prior year period. However, we believe the operating assumptions we made when updating
our impairment test as of December 31, 2008 continue to apply as of March 31, 2009. Further, we believe the discount rates we used at December 31, 2008, which varied by reporting unit and ranged between 12.9% and 13.5%, reflected general market
conditions and reporting unit specific factors and remain reasonable as of March 31, 2009. Accordingly, we concluded that the goodwill for each of our reporting units is not impaired as of March 31, 2009. Recognizing that business conditions remain
uncertain we will perform our annual valuation as of June 30, 2009. If market conditions or our outlook for our businesses do not decline significantly as compared to the first quarter, we do not expect a change in our conclusion as of that date.
However, there can be no assurance with regard to this issue in as much as it is based upon future circumstances which cannot be determined at this time.”

In addition, we are in the process of performing our required annual goodwill impairment test as of June 30, 2009. We are providing the Staff with our proposed disclosure in Attachment 1, which we will include in our June 30, 2009 Form 10-Q and all
future filings, as appropriate. The proposed disclosure assumes that the analysis will show that goodwill is not impaired; if this is not the case, the disclosure will be appropriately modified.

Securities and Exchange Commission

May 8, 2009

Page 4

2.

In light of the significance of
your goodwill balance, we expect robust
and
comprehensive disclosure in your critical
accounting policies regarding
your impairment testing policy.  This
disclosure should provide investors
with sufficient information about management’s
insights and assumptions
with regard to the recoverability of
goodwill.  Specifically, we believe you
should provide the following information:

    Provide a more detailed description of
the steps you perform to review
goodwill for recoverability

As set forth above, in our March 31, 2009 Form 10-Q, we expanded the disclosure we typically include in our annual Form 10-K to describe in greater detail the three methods we employ to review goodwill for recoverability: (1) the income approach, which
utilizes discounted expected cash flows, (2) comparative market participant multiples of revenue and EBIT (earnings before interest and taxes), and (3) when available, consideration of recent and similar transactions. In addition, in the expanded
disclosure in our March 31, 2009 Form 10-Q, we clarified that, due to the recent volatility in the capital markets, we believed as of December 31, 2008  the income approach was the most appropriate methodology to use in our interim impairment
analysis. We will include these changes in our future filings, and we will add other clarifications as circumstances require.

We are in the process of updating our required annual impairment test as of June 30, 2009. We are providing the Staff in Attachment 1 a proposed pro forma disclosure that describes the estimates and assumptions made in connection with our annual
impairment test as of June 30, 2009. We will include this disclosure in the Critical Accounting Policies and Estimates discussion in the MD&A section of our June 30, 2009 Form 10-Q and other future filings, as appropriate.

    Disclose a breakdown of your goodwill
balance as of December 31, 2008
by reporting unit

After completing our annual impairment test as of June 30, 2008 and our subsequent interim impairment analysis as of December 31, 2008, we concluded that the fair values of each of our reporting units were substantially in excess of their respective
net book values, including goodwill. At December 31, 2008, the decline in the fair value of our reporting units that would need to occur in order to fail step one of our goodwill impairment test (the “Threshold”) is as follows (dollars in millions):

      Number of

        Reporting Units

      Goodwill

          Threshold

    2

    $2,010.6

      >85%

    2

    $1,731.7

      >55%

1

$3,477.9

      >20%

Because the fair values were substantially in excess of the net book values, we determined that disclosure of the individual goodwill amounts by reporting unit did not add meaningful information to our conclusion
that our goodwill was not impaired at December 31, 2008. However, when preparing the additional disclosures included in our March 31, 2009 Form 10-Q, we quantified the amount by which the fair values of our reporting units exceeded their respective
book values. Additionally, we have included in our proposed pro forma disclosure in Attachment 1, both the goodwill balances by reporting unit and the percentage by which the fair value would have to decline to be below book value and fail step one
of the goodwill impairment test.

Securities and Exchange Commission

May 8, 2009

Page 5

    Describe the nature of the valuation techniques you employed in performing impairment tests.  Qualitatively and quantitatively describe the significant estimates and assumptions used in your valuation model to determine
 the fair value of your reporting units in your impairment analysis. For example, if you utilize the discounted cash flow approach, you should disclose at a minimum:

1)

the discount rates for each reporting
unit and how those discount rates
were determined,

2)

how cash flows were determined, including
your assumed growth rates,
period of assumed cash flows and
determination of terminal value, and

3)

your consideration of market risk premiums

We have clarified in our March 31, 2009 Form 10-Q that for our interim impairment analysis as of December 31, 2008, we employed the income approach and used a discounted expected cash flow valuation model. We included the range of discount rates
used in the model (12.9% to 13.5%) and we clarified that the assumptions of cash flows from our businesses, growth rates and other assumptions used in the model reflect the market conditions and market participant assumptions that existed as of December
31, 2008.

We are in the process of updating our annual impairment test as of June 30, 2009. We will include the significant assumptions used in connection with this valuation in our June 30, 2009 Form 10-Q and future filings, as appropriate. A sample of the
disclosure we are proposing to include is included in Attachment 1.

    Describe changes to the assumptions and
methodologies, if any, since your
annual impairment test.  In addition, tell
us how the assumptions in your
most recent test were impacted by
the current economic environment. For
example, you should explain in detail
how your discount rates reflect the
market risk premiums that have been
noted in the current equity and
debt  markets

In light of the decline in the global economy compared to the assumptions used in our annual impairment test as of June 30, 2008, we adjusted our operating and growth rate assumptions downward and increased our weighted average cost of capital and
the resulting discount rate assumptions used in our discounted cash flow analysis to reflect the increase in risk premiums reflected in the equity and debt markets at December 31, 2008.

The discount rates used were updated for each reporting unit to a range of 12.9% - 13.5% to better reflect market conditions existing as of December 31, 2008. Although risk free interest rates had significantly decreased in the latter  half of 2008, this
decrease in rates was more than offset by increased credit risk premiums in the marketplace, resulting in the overall increase in the discount rates we used in our December 31, 2008 interim impairment test. Our long-term cash flow

Securities and Exchange Commission

May 8, 2009

Page 6

growth rate assumptions, which we used to derive the perpetuity value, for each reporting unit at December 31, 2008 was equal to 4.5% and the rate for certain reporting units was reduced by 20% when compared to the assumptions used in our annual
impairment test as of June 30, 2008. We believe that this assumption is conservative in that it is less than 50% of our actual compound annual growth rate for the last ten years. The short-term growth rates and operating assumptions used in our
interim impairment test were reduced from  the assumptions used in our annual test as of June 30, 2008 and reflected significantly lower revenue growth through 2010 along with declining margins.

As discussed above, our March 31, 2009 Form 10-Q includes a discussion of how we considered the impact of the decline in the global economy and the downward pressure on valuations that arose from the current market environment in performing our
interim impairment review as of December 31, 2008. We are in the process of updating our required annual impairment test as of June 30, 2009. Attachment 1 to this letter includes additional proposed pro forma disclosures to be included in our June
30, 2009 Form 10-Q which will address any changes that we make in assumptions or methodologies used in our annual goodwill impairment test.

    Further disclose any changes to your
reporting units or allocations of goodwill
by reporting unit and the reasons
for such changes

The reporting units and goodwill allocated to each reporting unit used in connection with our December 31, 2008 interim impai

March 4, 2008
 Mail Stop 3720
By U.S. Mail and facsimile to (212) 415-3574

Michael J. O’Brien
Senior Vice President, Gene ral Counsel and Secretary
Omnicom Group Inc. 437 Madison Avenue New York, NY 10022

Re:  Omnicom Group Inc.
 Definitive Schedule 14A   Filed April 23, 2007
File No. 001-10551
  Dear Mr. O’Brien:    We have reviewed your February 29, 2008 response to our comments of January
18, 2008.   Without more detail, we cannot agre e or disagree with your conclusion that
you have an appropriate basis to omit the iden tified performance targets.  Since you are in
possession of all of the facts related to your di sclosure, we have decided that we have no
basis to disagree with your decision to omit th is information from your filing.  As in all
cases, we remind you that you are responsible  for the adequacy and accuracy of the
disclosure in your filings.   We do not have any further comments on your filing.

If you have any further questions regardi ng our review of your filing, please call
me at (202) 551-3350.

         S i n c e r e l y ,            K a t h l e e n  K r e b s          S p e c i a l  C o u n s e l    cc: By facsimile to (202) 637-2201
 Joel H. Trotter  Latham & Watkins LLP

CORRESP
1
filename1.htm

February 29, 2008

By U.S. Mail and
Facsimile (202) 772-9205

Kathleen Krebs
Special Counsel

Division of Corporation Finance
 Securities and Exchange Commission
 100 F Street N.E.
Washington, D.C.  20549

 Re:

    Omnicom
Group Inc.

      Definitive Schedule 14A

      Filed April 23,
2007

      File No. 1-10551

Dear Ms. Krebs:

        This
letter sets forth the response of Omnicom Group Inc. (“Omnicom” or the “Company”)
to the comment of the Staff (the “Staff”) of the Division of Corporation
Finance of the Securities and Exchange Commission (the “Commission”), received
by facsimile on January 18, 2008, to the Company’s response letter dated December
14, 2007 regarding the Company’s definitive Proxy Statement on Schedule 14A, filed
April 23, 2007.  Based on prior discussions between you and Joel H. Trotter of Latham
& Watkins LLP, counsel to the Company, we confirmed that we expected to respond to
your January 18, 2008 letter on or about the date hereof.  For your convenience, we have
set forth the Staff’s original comment immediately preceding our response.

Compensation
Discussion and Analysis, page 5

Annual
Performance-Based Compensation Awards, page 7

1.

We
have considered your response to comment six in our letter dated September 27, 2007.
Please provide a more comprehensive analysis as to why disclosure of each
performance target would cause you competitive harm. Your response should be a
thorough and detailed analysis focusing on the specific facts and circumstances of
your business and targets. You should address separately each performance target you
used and explain how disclosure could lead to competitive harm.

Kathleen Krebs

Division of Corporation Finance

Securities and Exchange Commission

February 29, 2008

Page 2

Response:

        In
future filings, we will comply with the Staff’s comment by disclosing the
achievement by each named executive officer (“NEO”) of performance targets
relating to annual growth in the Company’s earnings per share (“EPS”), to
the extent such targets are material to determinations of annual incentive compensation.

        In
addition to the foregoing EPS performance targets applicable to all NEOs, the Company’s
2006 material performance measures included performance targets for each of the network
NEOs (those other than the Chief Executive Officer and the Chief Financial Officer) (the
“Network NEOs”) with respect to stated annual growth in network net profit.
 For the reasons described below, we respectfully submit that targeted network net profit
represents confidential financial information whose disclosure would result in
competitive harm to the Company within the meaning of Instruction 4 to Item 402(b) of
Regulation S-K.  As a result, we respectfully submit that the specific target levels with
respect to network net profit are not required to be disclosed.  In future filings,
however, the Company will discuss how difficult it will be for any NEO to achieve any
material target levels that are not disclosed pursuant to Instruction 4 to Item 402(b) of
Regulation S-K.

        Pursuant
to Instruction 4 to Item 402(b) of Regulation S-K, registrants are not required to
disclose performance targets that constitute confidential financial information when such
disclosure would result in competitive harm to the registrant. The Staff’s response
to Question 3.04 of the Interpretive Guidance concerning Item 402 established that the
test for withholding performance target levels is the same as the test used when
evaluating a confidential treatment request under Securities Act Rule 406 or Exchange Act
Rule 24b-2.(1) These rules, in turn, derive their standard for withholding information
from the Freedom of Information Act (“FOIA”). Courts have interpreted the
confidentiality standard within the FOIA to uphold confidential treatment of financial
information including income projections where the disclosure of such financial
information “would provide competitors with valuable insights into the company’s
operations, give competitors pricing advantages over the company, or unfairly advantage
competitors in future business negotiations.” People for the Ethical Treatment of
Animals v. United States Department of Agriculture, 2005 WL 1241141 (D.D.C. 2005) at *7
(citing National Parks & Conservation Assoc. v. Kleppe, 547 F.2d 673, 684 (D.C. Cir.
1976)).

        1
Available at http://www.sec.gov/divisions/corpfin/guidance/execcomp402interp.htm (last
update: August 8, 2007).

Kathleen Krebs

Division of Corporation Finance

Securities and Exchange Commission

February 29, 2008

Page 3

        Applying
this standard to the performance targets for network net profit, we respectfully submit
that disclosure of network net profit targets could lead to competitive harm because (1)
the Company could face a decreased ability to attract and retain executive talent in our
industry; (2) the Company does not publicly disclose forward-looking information relating
to network net profit; and (3) the overall matrix of establishing our network net profit
performance targets and evaluating performance constitutes proprietary information that
the Company’s competitors could use in designing competitive compensation structures.

(1)

Disclosure
could decrease the Company’s ability to attract and retain executives.

        Omnicom
is a strategic holding company.  We provide professional services to clients through
multiple agencies and agency networks around the world.  Our companies provide
advertising, marketing and corporate communications services.  Omnicom’s business
model was built and evolves around its clients.  While our companies operate under
different names and frame their ideas in different disciplines, we organize our services
around clients.  The fundamental premise of Omnicom’s business is that clients’ specific
requirements should be the central focus in how we structure our business offering and
allocate our resources including with respect to potential acquisitions.  This
client-centric business model results in multiple agencies within Omnicom collaborating
in formal and informal virtual networks that cut across internal organizational
structures to execute against our clients’ specific marketing requirements.  We
believe that this organizational philosophy, and our ability to execute on it, is what
differentiates us from our competition.  The execution of this strategy is highly
dependent on cultivating and retaining top executive talent—the Network NEO—individuals
who are familiar with our overall business strategy and who are uniquely capable of
implementing the Company’s business initiatives.  Integrating new subsidiaries into
our business model is complex and requires experienced leadership and market knowledge.
 We value longstanding service to the Company because we believe that our investors
benefit from talented managers who are intimately familiar with our clients and business
strategy who have forged close relationships with their clients.

        Industry
competition for executive talent—including successful efforts by our competitors to lure
top talent from the Company—is well documented and often results in the loss of key
clients as well.(2)  In the Company’s highly competitive executive employment
market,

        2
See, e.g., Emily Steel, “ICrossing Takes on World’s Omnicoms,” The Wall
Street Journal (Feb. 19, 2008) (reporting on Don Scales, who became CEO of ICrossings six
weeks after resigning as CEO of Omnicom subsidiary Agency.com, and his success at the
start-up agency, which includes bringing in clients such as Epson America, Coca-Cola,
Toyota and Travelocity); see also Alex Benady, “Lowe’s Back in Business,” The
(London) Independent (Jan. 23, 2006) (reporting the departure of an advertising agency’s
chief executive officer who left to start a new agency and took with him the prior agency’s
largest account, valued at $80 million annually).

Kathleen Krebs

Division of Corporation Finance

Securities and Exchange Commission

February 29, 2008

Page 4

the disclosure of confidential
Network NEO performance targets could provide our competitors with an unfair advantage by
providing them access to highly sensitive information regarding some of our most key
employees.  Nearly all of our competitors, the world’s top marketing organizations,
are not subject to similar disclosure requirements applicable to the Company.(3)  Armed
with information regarding the Company’s Network NEO performance targets, these
competitors could gain an unfair advantage by using our proprietary performance target
data to more readily offer competing compensation packages designed to lure away our
Network NEOs without offering any meaningful premium over existing compensation packages.
 Thus, our competitors could more readily induce the Company’s loss of Network NEOs,
and their clients, at minimal additional cost to the competitor.

         (2)

Disclosure
could function as the equivalent of forward-looking information with respect to
network net profit.

        Historically,
the Company has not publicly disclosed forward-looking guidance or other prospective
disclosure with respect to network net profit or any other indicator of the Company’s
or its subsidiaries’financial performance.  The Company has adopted this approach
based on its belief that such guidance does not serve the best interests of the Company’s
stockholders.  We believe that our decision not to provide guidance allows us to maintain
a longer-term outlook on our performance and represents a competitive advantage.  We
respectfully submit that disclosure of confidential financial performance targets could
be misconstrued as a functional equivalent of earnings guidance, resulting in the loss of
what we believe is a competitive advantage.

         (3)

Disclosure
could diminish the value of our compensation structure based on financial
performance.

        The
Company respectfully submits that the specific architecture and design of its financial
performance compensation matrix for Network NEOs is confidential and proprietary
information that provides us with a competitive advantage that could be lost if
disclosed.  In particular, the Company believes that it has created and developed a
formula for compensating the world’s leading marketing executives in a manner that
is superior to competing methodologies in the industry.  Disclosure of the Network NEO
performance targets could result in competitors mimicking these aspects of our
compensation structure and therefore could eliminate a competitive advantage that we
believe we have.  Thus, the Company derives value

        3
The Company competes with WPP, IPG, Publicis, Dentsu, Havas, Aegis, Deutsch and Hakuhodo.
 Ad Age Agency Report (Apr. 20, 2007) (listing the world’s top eight marketing
organizations with greater than $1 billion in revenue, of which only one company other
than Omnicom is a U.S. company).

Kathleen Krebs

Division of Corporation Finance

Securities and Exchange Commission

February 29, 2008

Page 5

from the confidentiality of its
performance compensation structure as it relates to our Network NEOs.  Disclosure of the
Company’s financial performance targets for Network NEOs would constitute disclosure
of a trade secret resulting in competitive harm within the meaning of Instruction 4 to
Item 402(b) of Regulation S-K.

        Disclosure
of the Company’s financial performance targets for Network NEOs could result in
competitive harm to the Company by reducing its ability to attract and retain talented
executives and their clients, requiring the Company to provide information that could be
comparable to the forward-looking guidance it has historically eschewed, and destroying
the confidentiality of the Network NEO performance target architecture, which represents
a significant trade secret of the Company.

        Finally,
the Company supplementally advises the Staff that, in the event that the Staff does not
concur in the Company’s position that the foregoing analysis demonstrates that the
Company is not required to disclose specific target levels for network net profit, the
Company expects that it will, in the future, alter its existing compensation structure to
avoid the use of any material performance targets based upon network net profit.

* * *

        If
you have any questions or comments with regard to the foregoing, please call the
undersigned at (212) 415-3640 or Joel H. Trotter of Latham & Watkins LLP, counsel to
the Company, at (202) 637-2165.

    Sincerely,

    /s/ Michael J. O’Brien

    Michael J. O’Brien

    Senior Vice President,

    General Counsel and Secretary

CORRESP
1
filename1.htm

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January 28, 2008

VIA EDGAR
CORRESPONDENCE

Kathleen Krebs
Special Counsel

Division of Corporation Finance
Securities and Exchange Commission
100 F Street N.E.

Washington, D.C. 20549

 Re:

    Omnicom
Group Inc.

      Definitive 14A filed April 23, 2007

      File
No. 001-10551

Dear Ms. Krebs:

        On
behalf of Omnicom Group Inc. (the “Company”), we are responding to your letter dated
January 18, 2008 with respect to the above-referenced filing.  Pursuant to our communications today and on January 25th, 2008, the Company hereby confirms its expectation that, on
or about February 15, 2008, it will provide the Staff of the Division of Corporation
Finance with the Company’s response to the Staff’s comment.

        If
you have any questions or comments with regard to these responses or other matters,
please call the undersigned at (202) 637-2165 or Sapna Mehta at (202) 637-1080.

    Very truly yours,

/s/  Joel H. Trotter

      Joel H. Trotter

of LATHAM & WATKINS LLP

cc:

    John
D. Wren, President & CEO

            Omnicom Group Inc.

      Michael O’Brien, General Counsel

             Omnicom Group Inc.

January 18, 2008
 Mail Stop 3720
By U.S. Mail and facsimile to (212) 415-3574

Michael J. O’Brien
Senior Vice President, Gene ral Counsel and Secretary
Omnicom Group Inc. 437 Madison Avenue New York, NY 10022

Re:  Omnicom Group Inc.
 Definitive Schedule 14A   Filed April 23, 2007
File No. 001-10551
  Dear Mr. O’Brien:
We have reviewed your response letter  dated December 14, 2007 and have the
following comment.  Please respond to our comment by February 1, 2008, or tell us by
that time when you will provide us with a re sponse.  If the comment requests revised
disclosure in future filings, please confir m in writing that you will comply with the
comments in your future filings and also ex plain to us how you intend to comply.  We
welcome any questions you may have about our comments or any other aspect of our review.

Compensation Discussion and Analysis, page 5

Annual Performance-Based Compensation Awards, page 7
1. We have considered your response to co mment six in our letter dated September
27, 2007.  Please provide a more comprehensiv e analysis as to why disclosure of
each performance target would cause you competitive harm.  Your response
should be a thorough and detailed analysis focusing on the specific facts and circumstances of your business and targets.   You should address separately each
performance target you used and explain how  disclosure could lead to competitive
harm.

Mr. Michael J. O’Brien
Omnicom Group Inc. January 18, 2008 Page 2
Please contact me at (202) 551-3350 with any questions.
          S i n c e r e l y ,            K a t h l e e n  K r e b s          S p e c i a l  C o u n s e l    cc: By facsimile to (202) 637-2201
 Joel H. Trotter  Latham & Watkins LLP

CORRESP
1
filename1.htm

[Omnicom Letterhead]

December 14, 2007

By U.S Mail and
facsimile to (202) 772-9205

Kathleen Krebs
Special Counsel

Division of Corporation Finance
Securities and Exchange Commission
100 F Street N.E.

Washington, DC  20549

 Re:

Omnicom
Group Inc.
 Definitive Schedule 14A
 Filed April 23,
2007
 File No. 1-10551

Dear Ms. Krebs:

                This
letter sets forth the responses of Omnicom Group Inc. (the “Company”) to the comments of
the Staff (the “Staff”) of the Division of Corporation Finance of the Securities and
Exchange Commission (the “Commission”), received by facsimile on September 27, 2007, to
the Company’s definitive Proxy Statement on Schedule 14A, filed April 23, 2007 (the “Proxy
Statement”). For your convenience, we have set forth each of the Staff’s original
comments immediately preceding our response.

Corporate Governance,
page 1

Board Operations, page
2

1.

Refer
to your disclosure on page three regarding the governance committee. Please disclose the
“additional information and materials required by [y]our by-laws” that a shareholder
must provide you in order to nominate a director candidate. See Regulation S-K Item
407(c)(2).

Response:

The Company will, in future filings,
include a description of the “additional information and materials required by our bylaws” that
a shareholder must provide us in order to nominate a director candidate.  Specifically,
the Company’s bylaws provide that the notice of a shareholder’s intention to nominate a
director candidate must include, as to each nominee and such shareholder, the information
as to such nominee and shareholder

Kathleen Krebs
Special Counsel

Division of Corporation Finance
Securities and Exchange Commission
December 14, 2007

Page 2

that would be required to be
included in a proxy statement under the proxy rules of the Commission if such shareholder
were to solicit proxies from all shareholders of the Company for the election of such
nominee as a director and such solicitation were one to which Rules 14a-3 to 14a-12 under
the Securities Exchange Act of 1934, as amended, apply.

Executive
Compensation, page 5

Compensation
Discussion and Analysis, page 5

Omnicom’s Executive
Compensation Program and Philosophy, page 5

2.

On
page five you state that, to achieve the overarching goal of your compensation program,
you pay each executive based on, in part, “individual performance of such executive
officer, which is measured by looking at factors such as the success of such
executive’s individual business unit..., his contribution to that success, and
various personal performance factors....” You also state that “there is no standard
compensation formula that can be applied to all of [y]our executives.” On pages
seven through nine you make similar statements about the individually-tailored
considerations the compensation committee makes in determining base salary levels
and incentive compensation amounts. Throughout your Compensation Discussion and
Analysis, please disclose more specifically how the committee’s or the board’s
consideration of these individual performance, subjective and other mentioned
factors resulted in the amounts the committee or the board determined each officer
earned for each compensation element for the last completed fiscal year.

Response:

The Company will include in its
future filings a more specific discussion regarding the manner in which the Compensation
Committee’s (the “Committee”) or the Board’s consideration of individual performance,
qualitative and other mentioned factors resulted in the amounts the Committee or the
Board determined each named executive officer earned for each compensation element for
the last completed fiscal year to the extent material and applicable.

Kathleen Krebs
Special Counsel

Division of Corporation Finance
Securities and Exchange Commission
December 14, 2007

Page 3

Determination of
Compensation Awards and Competitive Considerations, page 6

3.

Refer
to your disclosure on pages six and seven regarding your compensation consultant’s work
and the committee’s considerations of competitive information. Identify all of the
companies that you considered for benchmarking purposes, and indicate why you chose
these companies for purposes of benchmarking your executive compensation. Discuss
how your compensation committee considered the levels and elements of the
benchmarked companies’ compensation in determining the various levels and elements
of your executive compensation. See Regulation S-K Item 402(b)(2)(xiv). Also
discuss how the compensation committee used the benchmarking information to
determine the levels and elements of your executive officer compensation. Please
explain the references to “competitive” and “highly competitive” compensation. Disclose
targets for total and/or individual elements of compensation. Disclose actual
compensation as a percentile of the peer group data and, where the actual percentile
differs from the target, explain why.

Response:

The Company will include in future
filings the identity of the companies used by the Committee as peer group members for
purposes of benchmarking our executive compensation, including how the Committee
considered the benchmarking information and the levels and elements of the benchmarked
companies’ compensation in determining our executive compensation.

Supplementally, the Company advises
the Staff that while the Company reviewed compensation levels gathered from an identified
benchmark peer group, such data did not have a material impact on the Committee’s
determinations of the levels and elements of our executives’ compensation.  The Company
generally uses benchmarking to ensure that the Company’s compensation levels and elements
are consistent with market standards.  The benchmark peer group the Company reviewed
consisted of companies of comparable size and operational complexity, comprised of
Accenture, Affiliated Computer Services, Automatic Data Processing, CGI Group, Clear
Channel Communications, Computer Sciences, Electronic Data Systems, First Data, Fiserv,
Interpublic Group of Companies, News Corp, Unisys and WPP Group.

In addition to data relating to the
foregoing benchmark peer group, the Company reviewed aggregated data compiled from
several hundred service-industry companies, as indicated in general third-party surveys.
 While the Company reviewed compensation

Kathleen Krebs
Special Counsel

Division of Corporation Finance
Securities and Exchange Commission
December 14, 2007

Page 4

levels and elements derived from
this supplemental industry data, the Committee did not see the identity of any of the
surveyed companies and such aggregated data did not have a material impact on the
Committee’s determinations of the levels and elements of our executives’ compensation.
 The survey analysis supplemented the benchmark data and provided total compensation
information based on position and responsibilities. The Company intends to continue using
general compensation surveys to analyze its executive compensation policies and
practices.  The Company respectfully submits that, with respect to aggregated data
derived from general market survey groups of hundreds of different companies, none of
which is identified by name,  the identification of each company contained in such
surveys would not provide meaningful information to investors and would interfere with
the goal of providing a concise discussion of the Company’s use of such information.  In
future filings, in the event that the Company uses aggregate survey information based on
hundreds of companies within the service industry that are identified by name and the
analysis of such aggregate information has a material impact on the determination of
compensation levels and elements, the Company will identify each company included in the
survey.

As described above, the Committee
generally reviews compensation levels and elements of benchmark groups only to ensure
that the Company’s compensation levels and elements are consistent with market standards.
 The Committee has specifically not adopted the view that any named executive officer’s
compensation package should fall within a particular quartile, median, or range relative
to our peer group or the service-industry companies.

4.

You
disclose on page-six that the chief executive officer “annually reviews the performance
of each named executive officer, excluding himself,” and recommends to the
compensation committee the compensation for the other named executive officers.
Please describe what aspects of performance or other factors the chief executive
officer considered in reaching his recommendation for each of the other named executive
officers.

Response:

The Company’s Chief Executive
Officer considered the aspects of performance or other factors described throughout our
Compensation Discussion and Analysis in reaching his recommendation for each of the other
named executive officers.  We confirm that in future filings we will clarify the fact
that our Chief Executive Officer considers those factors in making his recommendations to
the Committee.

Kathleen Krebs
Special Counsel

Division of Corporation Finance
Securities and Exchange Commission
December 14, 2007

Page 5

Annual
Performance-Based Compensation Awards, page 7

5.

Refer
to your disclosure on page eight regarding when the compensation committee establishes
performance criteria and bonus award targets for the fiscal year. To the extent you
have available information regarding such criteria and targets for the current
fiscal year because you already have set such criteria and targets, please disclose
them in your Compensation Discussion and Analysis or provide supplemental analysis
consistent with comment below. See Instruction 2 to Regulation S-K Item 402(b)(2).

Response:

We respectfully submit that
Instruction 2 of Item 402(b) of Regulation S-K does not require disclosure of the Company’s
performance criteria and bonus award targets for the current fiscal year.  Instruction 2
of Item 402(b) of Regulation S-K states that the Compensation Discussion and Analysis “should
also cover actions regarding executive compensation that were taken after the registrant’s
last fiscal year’s end.”  Instruction 2 further provides that “[a]ctions that should be
addressed might include, as examples only, the adoption or implementation of new or
modified programs and policies or specific decisions that were made or steps that were
taken that could affect a fair understanding of the named executive officer’s
compensation for the last fiscal year.”  Instruction 2 indicates that compensation
actions or decisions after the fiscal year end should be disclosed if such actions or
decisions could affect a fair understanding of a named executive officer’s compensation
for the fiscal year. Question 3.03 of the Item 402 Regulation S-K Interpretations, last
updated August 8, 2007, also indicates that companies are only required to include
disclosure about actions regarding executive compensation taken in a period after a
completed fiscal year where necessary to an understanding of a named executive officer’s
compensation for the completed fiscal year.

Awards under the Company’s Senior
Management Incentive Plan are made on an annual basis and are based on specific
performance criteria and bonus award targets set only for the fiscal year of the award.
 The incentive awards paid to the Company’s named executive officers under the Senior
Management Incentive Plan in any given year are not affected by the performance criteria
and bonus award targets set in subsequent years for subsequent year incentive awards.  As
a result, disclosure of the confidential criteria and targets for a subsequent fiscal year’s
incentive award is not necessary for a fair understanding of the named executive officer’s
compensation for the preceding fiscal year.  Consequently, we do not believe disclosure
of the specific performance criteria and

Kathleen Krebs
Special Counsel

Division of Corporation Finance
Securities and Exchange Commission
December 14, 2007

Page 6

bonus award targets for 2007 was
required under Instruction 2 of Item 402(b) of Regulation S-K.

6.

On
page eight you disclose the types of performance measures the committee established for
determining annual incentive compensation for the last fiscal year. For each named
executive officer, please disclose the performance targets for these measures. To
the extent you believe that disclosure of these targets is not required because it
would result in competitive harm such that you may omit this information under
Instruction 4 to Item 402(b) of Regulation S-K, please provide in your response
letter a detailed explanation for such conclusion. Also, disclose how difficult it
would be for the executive or how likely it would be for you to achieve the
undisclosed performance targets. General statements regarding the level of
difficulty or ease associated with achieving the targets are not sufficient. In
discussing how difficult it will be for an executive or how likely it will be for
you to achieve the target and threshold levels or other factors, provide as much
detail as necessary without providing information that would result in competitive
harm. To the extent the targets are not stated in quantitative terms, explain how you
determine the officer’s achievement levels for that performance measure.

Response:

With respect to the disclosure of
specific performance targets underlying the incentive compensation of the named executive
officers for 2006, the Proxy Statement disclosed the financial metrics by which the
targets are established and the general nature of the Company’s strategic objectives.
 The Company did not disclose the specific earnings per share and revenue targets,
because to do so would have caused competitive harm to the Company and thus were properly
omitted pursuant to Instruction 4 to Item 402(b).

The Company is a global services
business and salary and service costs represent over 80% of our cost structure. The
Company transacts business in the highly competitive space of global advertising,
specialty communications, marketing and media buying.  Success in these disciplines is
highly dependent upon the individual creative talent that companies are able to hire and
retain, particularly at the executive management ranks.  Due to the fact that the ability
to attract and retain individual creative talent is a key driver of the success of
companies in our industry and the fact that the identities of the individuals driving the
success of each such company are easily identifiable throughout the industry, our
industry is perpetually subject to a high risk that key personnel will be lured away by a
competitor.  As we have disclosed prominently in our Risk Factors in our

Kathleen Krebs
Special Counsel

Division of Corporation Finance
Securities and Exchange Commission
December 14, 2007

Page 7

Form 10-K report for the year ended
December 31, 2006, “our employees are our most important assets.” Accordingly, we
respectfully submit that the disclosure of such internal financial targets as they relate
specifically to executive compensation would provide our competitors with valuable
competitive insight into the Company’s financial incentive structure and provide such
competitors with the direct data they need to solicit or otherwise induce our officers
and employees to accept employment with them, which would materially impair our ability
to manage our business. To lose such talent because a competitor gains an advantage
through the disclosure of specific internal financial targets would cause substantial and
irreparable harm to the Company’s competitive position and fits squarely within the type
of information protected and not required to be disclosed under National Parks and
Conservation Association v. Morton, 498 F.2d 765 (D.C. Cir. 1974) and Burke Energy
Corporation v.

CORRESP
1
filename1.htm

555
Eleventh Street, N.W., Suite 1000

      Washington, D.C.  20004-1304

      Tel: +202.637.2200    Fax:
+202.637.2201

      www.lw.com

     LATHAM & WATKINS LLP

FIRM
/ AFFILIATE OFFICES

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      Washington, D.C.

October 26, 2007

VIA EDGAR
CORRESPONDENCE

Kathleen Krebs
Special Counsel

Division of Corporation Finance
Securities and Exchange Commission
100 F Street N.E.

Washington, D.C. 20549

 Re:

    Omnicom
Group Inc.

      Definitive 14A filed April 23, 2007

      File
No. 001-10551

Dear Ms. Krebs:

        On
behalf of Omnicom Group Inc. (the “Company”), we are responding to your letter dated
September 27, 2007 with respect to the above-referenced filing.  Pursuant to my telephone
conversation with you on October 26, 2007, the Company hereby confirms its expectation
that, on or about December 14, 2007, it will provide the Staff of the Division of
Corporation Finance with the Company’s response to the Staff’s comments.

        If
you have any questions or comments with regard to these responses or other matters,
please call the undersigned at (202) 637-2165 or Sapna Mehta at (202) 637-1080.

Very
truly yours,

      /s/  Joel H. Trotter

      Joel H. Trotter

      of LATHAM & WATKINS LLP

    cc:

    John
D. Wren, President  & CEO

      Omnicom Group Inc.

    Michael O’Brien,
General Counsel

      Omnicom Group Inc.

Mail Stop 3720           September 27, 2007

By U.S. Mail and facsimile to (212) 415-3574
 John D. Wren Chief Executive Officer Omnicom Group Inc. 437 Madison Avenue New York, NY 10022
Re:  Omnicom Group Inc.  Definitive Schedule 14A   Filed April 23, 2007
File No. 1-10551
 Dear Mr. Wren:
We have limited our review of your definitive proxy statement  to your executive
compensation and other related disclosure a nd have the following comments.  Our review
of your filing is part of the Division’s focused review of executive compensation disclosure.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filings.  We look forward to working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call me at the telephone number listed at the e nd of this letter.
  In some comments we have asked you to provide us with additional information so we may better understand your disclosure.  Pl ease do so within the time frame set forth
below.  You should comply with the remain ing comments in all future filings, as
applicable.  Please confirm in writing that you will do so and also explain to us how you
intend to comply.  Please unders tand that after ou r review of all of your responses, we
may raise additional comments.     If you disagree with any of these commen ts, we will consider your explanation as
to why our comment is inapplicable or a revisi on is unnecessary.  Please be as detailed as
necessary in your explanation.

John D. Wren
Omnicom Group Inc.
September 27, 2007 Page 2   Corporate Governance, page 1

Board Operations, page 2
1. Refer to your disclosure on page thre e regarding the governance committee.
Please disclose the “additional information and materials required by [y]our by-laws” that a shareholder must provide you in order to nominate a director
candidate.  See Regulati on S-K Item 407(c)(2).
 Executive Compensation, page 5

Compensation Discussion and Analysis, page 5

Omnicom’s Executive Compensation Program and Philosophy, page 5
2. On page five you state that, to achiev e the overarching goal of your compensation
program, you pay each executive based on, in part, “individual performance of such executive officer, which is measur ed by looking at factors such as the
success of such executive’s individual business unit…, his co ntribution to that
success, and various personal performance f actors….”  You also state that “there
is no standard compensation formula that  can be applied to  all of [y]our
executives.”  On pages seven through nine  you make similar statements about the
individually-tailored considerations the compensation committee makes in
determining base salary levels and incentive compensation amounts.  Throughout
your Compensation Discussion and Analysis, please disclose more specifically
how the committee’s or the board’s consideration of these individual
performance, subjective and other menti oned factors resulted in the amounts the
committee or the board determined each officer earned for each compensation element for the last completed fiscal year.
Determination of Compensation Awards and Competitive Considerations, page 6

3. Refer to your disclosure on pages six and seven regarding your compensation
consultant’s work and the committee’s cons iderations of competitive information.
Identify all of the companies that you considered for benchmarking purposes, and
indicate why you chose these companie s for purposes of benchmarking your
executive compensation.  Discuss how your compensation committee considered the levels and elements of the benchmarked companies’ compensation in determining the various levels and elemen ts of your executive compensation.  See
Regulation S-K Item 402( b)(2)(xiv).  Also disc uss how the compensation
committee used the benchmarking information to determine the levels and elements of your executive officer compen sation.  Please explain the references to
“competitive” and “highly competitive” compensation.  Disclose targets for total

John D. Wren
Omnicom Group Inc.
September 27, 2007 Page 3
and/or individual elements of compensati on.  Disclose actual compensation as a
percentile of the peer group data and, where the actual pe rcentile differs from the
target, explain why.
4. You disclose on page six that the chie f executive officer “annually reviews the
performance of each named executive officer, excluding himself,” and recommends to the compensation committee the compensation for the other named executive officers.  Please describe what aspects of performance or other
factors the chief executive officer considered in reaching his recommendation for each of the other named executive officers.
Annual Performance-Based Compensation Awards, page 7

5. Refer to your disclosure on page ei ght regarding when the compensation
committee establishes performance criteria and bonus award targets for the fiscal
year.  To the extent you have available information regarding such criteria and
targets for the current fiscal year because you already have set such criteria and targets, please disclose them in your Compensation Discussion and Analysis or
provide supplemental analysis  consistent with comment below.  See Instruction 2
to Regulation S-K Item 402(b)(2).
6. On page eight you disclose the types of  performance measures the committee
established for determining annual incentive compensation fo r the last fiscal year.
For each named executive officer, please disclose the performance targets for these measures.  To the extent you believe that disclosure of these targets is not
required because it would result in competitive harm such that you may omit this
information under Instruction 4 to Item 402(b) of Regulation S-K, please provide
in your response letter a detailed explanation for such  conclusion.  Also, disclose
how difficult it would be for the executiv e or how likely it would be for you to
achieve the undisclosed performance target s.  General statements regarding the
level of difficulty or ease associated with  achieving the targets are not sufficient.
In discussing how difficult it  will be for an executive or  how likely it will be for
you to achieve the target and threshold leve ls or other factors,  provide as much
detail as necessary without providing info rmation that would result in competitive
harm.  To the extent the targets are not stated in quantitative terms, explain how you determine the officer’s achievement le vels for that performance measure.
7. For each named executive officer, disclose how much weight you give to achievement of Omnicom performance goa ls versus individual or network
performance goals in determining annual performance-based compensation awards.
8. Refer to your discussion on page eight rega rding the possibility of discretionary
adjustments to incentive awards by the co mmittee.  Clarify whether discretion has

John D. Wren
Omnicom Group Inc.
September 27, 2007 Page 4
been exercised by the board or compensation committee either to award compensation absent attainment of the re levant performance goal(s) or to reduce
the size of any award or payout.  Identify any particular exercises of discretion,
and state whether it applied to one or more specified named executive officers or
to all compensation subject to the releva nt performance goal(s).  See Regulation
S-K Item 402(b)(2)(vi).  Also indicate whether th ere are any guidelines the
committee has followed in exercising its discretion regarding the matters listed on page eight, and, if there are any, explain what those guidelines are.
 Long-Term Incentive Compensation, page 9

9. Please disclose more specifically how the factors considered by the committee led to the level of restricted  stock awards granted to each of the named executive
officers.
10. Disclose the performance goals for the ve sting of options that you reference in
footnote three to the outstandi ng equity awards table.  See Instruction 2 to Item
402(b) of Regulation S-K.
 Employment and Retention Agreements, page 10

11. We note the various arrangements you ha ve with the named executive officers
and various scenarios descri bed in the section starting on page 17.  Please discuss
how these arrangements fit in to your overall compensation objectives and affected
the decisions you made regarding other compensation elements.  Also, discuss
why the termination payment arrangements  contain the terms and payout levels
set forth in your disclosure.
Summary Compensation Table, page 13
12. You disclose in note five to the “All Other Compensation” column of the summary compensation table that Mr. R oberts received a special bonus.  Please
describe the special bonus paid to Mr. Robertson so that it is apparent why he received the bonus and why you have not included this amount in the bonus column of the table.

Directors’ Compensation for Fiscal 2006, page 22

13. To the extent applicable, disclose all assu mptions made in the valuation of awards
in the stock awards column of the tabl e by reference to a discussion of those
assumptions in your financial statements, f ootnotes to the financial statements, or
discussion in management’s discussion and analysis.  See Instruction to
Regulation S-K Item 402(k), which refers to Instruction 1 to Item 402(c)(2)(v)
and (vi).

John D. Wren
Omnicom Group Inc. September 27, 2007 Page 5  14. For each director, disclose by footnote to the stock awards  column of the director
compensation table the grant date fair va lue of each equity award computed in
accordance with FAS 123R.  S ee Instruction to Regulation S-K Item 402(k)(2)(iii)
and (iv).
  Please respond to our comments by Octobe r 26, 2007, or tell us by that time when
you will provide us with a response.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy  of the disclosures they have made.
  When you respond to our comments, please provide, in writing, a statement from the company acknowledging that:

• the company is responsible for the adequacy and accuracy of the disclosure in
the filing;

• staff comments or changes to disclo sure in response to comments do not
foreclose the Commission from taking a ny action with respect to the filing;
and
 • the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any pers on under the federal s ecurities laws of
the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to comments.

Please contact me at (202) 551-3350 with any questions.

Sincerely,    Kathleen Krebs Special Counsel

Mail Stop 3561

       July 24, 2006

Via U.S. Mail and Fax (212-817-6551)
Randall J. Weisenburger
Executive Vice President and
Chief Financial Officer
Omnicom Group, Inc.
437 Madison Ave.
New York, NY  10022

RE: Form 10-K for the fiscal year ended December 31, 2005
Filed February 24, 2006, and
Form 10-Q for the quart er ended March 31, 2006
Filed May 2, 2006,
File No. 1-10551

Dear Mr. Weisenburger:

We have reviewed your filing and have the following comments.  We have
limited our review to only your financial stat ements and related disclosures and do not
intend to expand our review to  other portions of your docum ents.  Where indicated, we
think you should revise your docum ents in response to these comments.  If you disagree,
we will consider your explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as deta iled as necessary in your expl anation.  In some of our
comments, we may ask you to provide us w ith information so we may better understand
your disclosure.  After reviewing this information, we may or may not raise additional comments.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Mr. Randall J. Weisenburger
Omnicom Group
July 24, 2006 Page 2
Form 10-K for the year ended December 31, 2006

Note 1 Summary of Significant Accounting Policies, page F-8

1. We note on page 11 that you generate revenues from traditional media advertising, customer relationship mana gement, public relations and specialty
communications. Tell us in more detail your revenue recognition policy for each of the sources of revenues described on pa ge 11.  Also, tell us how each source of
revenue relates to your de scription in the fourth sentence of your revenue
recognition accounting policy footnote.

Note 4 Long-Term Debt and Convertible Notes, page F-15

2. We note the following provisions in c onnection with the issuances of the
Convertible Notes: (1) the right of the note holders to convert the notes into shares
of your common stock; (2) the note holders’  right to put the notes back to you for
cash in February of each year; (3) your agreement not to redeem the notes for cash before February 7, 2009; and (4) your possible requirement to pay contingent
cash interest.  Tell us how you accounted for each embedded instrument described above under SFAS 133.  Tell us how you c onsidered EITF 00-19 in concluding
that you did not need to bi furcate the conversion option from the host contract.
Also tell us how you considered EITF 98-5 and EITF 00-27 in your accounting.
With regard to the put option, tell us how  considered paragraphs 13 and 61(d) of
SFAS 133 and DIG B-16 in your accounting.

3. We note that you made a payment of $33.5 million in August 2005 to holders of
your 2032 Notes to not exercise certai n put rights and, in November 2004, you
paid $14.8 million and $1.5 million in the aggr egate, respectively, to consent to
certain amendments to your indentures and not to exercise cert ain put rights.  In
this regard, it is unclear to us why am ortization of these payments under GAAP is
appropriate. Please revise or advise in detail addressing the relevant accounting
literature. Also, tell us whether the payment to the note holders to not exercise their put rights was part of the indenture agreement, or was separately negotiated.
In addition, tell us how the pa yment amount was calculated.

*    *    *    *

Mr. Randall J. Weisenburger
Omnicom Group
July 24, 2006 Page 3

Please respond to these comments within  10 business days or tell us when you
will provide us with a response.  Please furnish a letter that keys your responses to our comments and provides any requested suppl emental information.  Please file your
response letter on EDGAR.

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings reviewed by the staff to be certain that they have provided all information investors require for an info rmed decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

 In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that

• the company is responsible for the adequacy  and accuracy of the disclosure in the
filings;

• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filings; and

• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filings or in response to our comments on your filings.

You may contact Joe Cascara no, Staff Accountant, at ( 202) 551-3376 or Carlos Pacho,
Senior Assistant Chief Accountant at (202) 551-3835 if you have questions regarding
comments on the financial statements and related matters.  Please contact me at (202) 551-3810 with any other questions.

       S i n c e r e l y ,

       L a r r y  S p i r g e l
       A s s i s t a n t  D i r e c t o r

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
                                 August 2, 2006

Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, DC 20549
Attn:  Mr. Larry Spirgel, Assistant Director

             Re:      Omnicom Group Inc. ("Omnicom")
                      Annual Report on Form 10-K for the fiscal year ended
                      December 31, 2005 Filed February 24, 2006, and
                      Quarterly Report on Form 10-Q for the quarter ended
                      March 31, 2006
                      Filed May 2, 2006,
                      File No. 001-10551
                      ----------------------------------------------------------

Ladies and Gentlemen:

      This letter responds to the Staff's July 24, 2006 comment letter relating
to Omnicom's Annual Report on Form 10-K for the fiscal year ended December 31,
2005 and Omnicom's Quarterly Report on Form 10-Q for the quarter ended March 31,
2006. Responses are numbered to correspond to those in the comment letter. For
your convenience, the comments are repeated below. All references to "Omnicom,"
"we", "us" and "our" refer to Omnicom Group Inc. and its consolidated
subsidiaries.

                 Form 10-K for the year ended December 31, 2005

Note 1 Summary of Significant Accounting Policies, page F-8

1.    We note on page 11 that you generate revenues from traditional media
      advertising, customer relationship management, public relations and
      specialty communications. Tell us in more detail your revenue recognition
      policy for each of the sources of revenues described on page 11. Also,
      tell us how each source of revenue relates to your description in the
      fourth sentence of your revenue recognition accounting policy footnote.

      Substantially all of our revenue is derived from fees for services and
      revenue is realized when the service is performed in accordance with the
      terms of each client arrangement and upon completion of the earnings
      process. These principles are the foundation of our revenue recognition
      policy and apply to all client arrangements in each of our service
      disciplines - traditional media advertising, customer relationship
      management, public relations and specialty communications. We have
      summarized additional details regarding the application of our revenue
      recognition policy to these service disciplines below.

<PAGE>

Securities and Exchange Commission
August 2, 2006
Page 2

      Background

      Our business is driven by clients' continuous demand for more effective
      and efficient communications activities, and 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. In an effort to monitor the changing
      needs of our clients, to further expand the scope of our services to key
      clients, and to analyze the success of our agencies in providing a broad
      range of our services, we group revenue into four categories: traditional
      media advertising, customer relationship management, public relations and
      specialty communications.

      Although the medium used to reach a given client's target audience may be
      different across each of these disciplines, the marketing message is
      developed in the same way -- through the use of the intellectual capital
      of our people -- and it is delivered to clients in the same way -- by
      providing professional consulting services. The skill-sets of our people
      across these disciplines are similar. Common to all of the disciplines 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. For providing these
      consulting services, substantially all of our agencies contract with our
      clients on a fee-for-service / rate-per-hour, or equivalent basis that is
      well understood across agencies and regions.

      Application of our Revenue Recognition Policy

      Revenue is recognized by each of our agencies through the application of
      our overall revenue recognition policies. The basic principles of our
      revenue recognition policies are to realize revenue when the service is
      performed in accordance with the terms of each client arrangement and upon
      completion of the earnings process. Our revenue recognition policies are
      in compliance with Staff Accounting Bulletin ("SAB") 101 "Revenue
      Recognition in Financial Statements" ("SAB 101"), as updated by SAB 104
      "Revenue Recognition" ("SAB 104").

      More specifically, our policy requires the following key elements to be
      satisfied prior to recognizing revenue:

            o     Persuasive evidence of an arrangement must exist;

            o     The sales price must be fixed or determinable;

            o     Delivery, performance and acceptance in accordance with the
                  client arrangement; and

            o     Collection is reasonably assured.

      Because the services that we provide across each of our disciplines are
      similar and delivered to clients in similar ways - through the
      consultative services of our people - all of the key elements set forth
      above apply equally to client arrangements in each of our four
      disciplines.

      Also tell us how each source of revenue relates to the description in the
      fourth sentence of your revenue recognition accounting policy footnote.

      The fourth sentence of our revenue recognition accounting policy footnote
      states "This includes when services are rendered, generally upon
      presentation date for media, when costs are incurred

<PAGE>

Securities and Exchange Commission
August 2, 2006
Page 3

      for radio and television production and when print production is completed
      and collection is reasonably assured."

      As we previously stated, substantially all revenue is derived from fees
      for services. Additionally, a declining portion of our revenue is earned
      from commissions based upon the placement of advertisements in various
      media. More specifically:

            (A)   When services are rendered (in accordance with the client
                  arrangement).

                  This applies to all of our disciplines - the substantial
                  portion of our revenue is derived from fees for services.

            (B)   Upon presentation date for media (in accordance with the
                  client arrangement).

                  This applies to our traditional media advertising businesses
                  which at times earn commissions based upon the placement of
                  advertisements in various media. The commissions are generally
                  derived as a percentage of the cost of the media. In these
                  cases, when the media runs (e.g., the television commercial is
                  aired), the earnings process is complete.

            (C)   When costs are incurred for radio and television production
                  and when print production is completed.

                  This relates to both our traditional media communications and
                  specialty advertising businesses. It should be noted that in
                  the past, industry practice provided that agencies were
                  compensated for their professional services through
                  commissions based upon the production costs of radio,
                  television and print advertisements / commercials (even though
                  production efforts are typically performed by third-parties).
                  The commissions were generally derived as a percentage of the
                  cost of producing the advertisements / commercials. When this
                  is the case (which is infrequent today), the commissions were
                  earned according to the client arrangements are the production
                  costs are incurred, or completed.

                  Although our traditional media advertising and specialty
                  communications businesses currently may perform services
                  related to supervising the development of advertisements /
                  commercials, client arrangements typically provide for fees
                  for these services (as opposed to commissions). Additionally,
                  the actual production of the advertisements / commercials is
                  performed by third-party production companies and is typically
                  a pass-through cost for our agencies.

      Conclusion

      Our revenue recognition policy is based on the principles described above
      and is in compliance with SAB 104. Because the services that our agencies
      provide to our clients are similar, these principles are applied
      consistently across our four service disciplines. The foregoing
      description sets forth a more detailed description of our revenue
      recognition policy, and in light of the Staff's comment, we will consider
      our responses to the Staff's comment when preparing our revenue
      recognition accounting policy disclosures in our upcoming 2006 Form 10-K.

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Securities and Exchange Commission
August 2, 2006
Page 4

Note 4 Long-Term Debt and Convertible Notes, page F-15

2.    We note the following provisions in connection with the issuances of the
      Convertible Notes: (1) the right of the note holders to convert the notes
      into shares of your common stock; (2) the note holders' right to put the
      notes back to you for cash in February of each year; (3) your agreement
      not to redeem the notes for cash before February 7, 2009; and (4) your
      possible requirement to pay contingent cash interest. Tell us how you
      accounted for each embedded instrument described above under SFAS 133.
      Tell us how you considered EITF 00-19 in concluding that you did not need
      to bifurcate the conversion option from the host contract. Also tell us
      how you considered EITF 98-5 and EITF 00-27 in your accounting. With
      regard to the put option, tell us how considered paragraphs 13 and 61(d)
      of SFAS 133 and DIG B-16 in your accounting.

      In accounting for our convertible notes, including the embedded
      instruments described above, we considered the provisions of SFAS 133
      (including paragraphs 13 and 61(d)), as well as DIG B-16 and the EITF
      issues referred to above. We believe that our accounting for our
      convertible notes complies with the provisions of this accounting
      literature.

      Background

      In 2001, we issued $850.0 million zero coupon zero yield convertible notes
      (the "2031 Notes"). In 2002, we issued $900.0 million zero coupon zero
      yield convertible notes (the "2032 Notes"). And, in 2003, we issued $600.0
      million zero coupon zero yield convertible notes (the "2033 Notes"),
      collectively the "Notes". All of the Notes were issued at 100% of the
      principal amount (no discount) and do not have a coupon. The Notes are
      convertible into shares of our common stock at conversion rates specified
      in each of the applicable indentures. The Notes provide the holders with
      the option to require us to repurchase the Notes (put rights) on dates
      specified in the indentures (put dates). The 2031 Notes and 2032 Notes
      have annual put dates and the 2033 Notes have put dates, generally every
      24 or 36 months until 2013. Separately, the Notes provide us with the
      right to redeem the Notes for cash (call right) at any time after dates
      specified in the indentures (call dates). Finally, the Notes provide for a
      predetermined cash interest payment to be made, subject to the average
      market price of our stock during periods specified in the indenture.

      (1)   the right of the note holders to convert the notes into shares of
            your common stock

      The conversion right is not required to be bifurcated and separately
      accounted for. As discussed below, we considered the requirements of SFAS
      133 and we applied EITF 00-19 (paragraphs 12-32) to reach this conclusion.
      We also determined that EITF 98-5 and EITF 00-27 did not change our
      conclusion. We will disclose in our Annual Report on Form 10-K for the
      year ending December 31, 2006 that the conversion right embedded in our
      Notes is not accounted for apart from the Notes.

      Background

      The principal or par value of each Note is $1,000.00. Upon conversion the
      value of each Note can be determined by multiplying the closing share
      price of Omnicom's common stock by the specified, fixed number of shares
      of common stock per note required under the indenture to be issued upon
      conversion (the conversion value) as follows:

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Securities and Exchange Commission
August 2, 2006
Page 5

            2031 Notes - 9.09 shares per note (implying a conversion price of
            $110.01)
            2032 Notes - 9.09 shares per note (implying a conversion price of
            $110.01)
            2033 Notes - 9.71 shares per note (implying a conversion price of
            $103.00)

      The conversion value will be settled by paying the principal ($1,000.00
      par value) in cash and at our option either paying cash or issuing shares
      or a combination of both equal to the remaining accreted value.

      The conversion right is not separable from the Notes and contains standard
      anti-dilution provisions. If the price of our shares does not exceed
      certain thresholds (that are above the implied conversion price above),
      the conversion option cannot be exercised. Notwithstanding this
      requirement, the Notes can be converted if we effect certain extraordinary
      transactions; or if our long-term debt ratings are downgraded to specified
      levels. Although these events could lead to conversion, they would not
      require prepayment of the principal of the Notes.

      Accounting for the Conversion Right under SFAS 133, as amended and EITF
      00-19 (including our consideration of EITF 98-5 and EITF 00-27)

      SFAS 133 (par.11(a) and 12(c)) provides that an embedded derivative
      indexed to a company's own stock that would be classified in shareholder's
      equity if it was a freestanding derivative, is not considered a derivative
      for purposes of the SFAS 133. Therefore, it is not required to be
      accounted for separately from the debt host.

      EITF 00-19 provides the criteria to determine if a freestanding derivative
      indexed to a company's own stock should be classified in shareholder's
      equity upon settlement. Accordingly, we considered EITF 00-19 in
      determining the accounting for the embedded conversion right described
      above and the related requirements to bifurcate the Notes and the embedded
      option to convert the Notes to our shares and account for each separately.

      We concluded that because, upon conversion, the principal was required to
      be settled in cash and only the remaining accreted value could at our
      option be settled in our shares that the Notes were not conventional
      convertible debt, as described in EITF 00-19 and the provisions of APB 14
      "Accounting for Convertible Debt and Debt Issued with Stock Purchase
      Warrants," do not apply. We therefore had to meet the requirements of
      paragraphs 12 through 32 of EITF 00-19 with respect to the portion of the
      conversion right that could be settled in