Omnicom Group (OMC) 10-K risk factor changes: FY2016 vs FY2015

Adverse economic conditions, a reduction in client spending, a deterioration in the credit [removed: markets,] [added: markets] or a delay in client payments could have a material effect on our business, results of operations and financial position.

[removed: Adverse economic] [added: Economic] conditions have a direct impact on our business, results of operations and financial position.

[removed: In particular, a] [added: Adverse] global or regional economic [removed: downturn poses] [added: conditions pose] a risk that clients may reduce, postpone or cancel spending on advertising, marketing and corporate communications projects.

[removed: Adverse economic conditions, including] [added: In addition,] a [removed: contraction] [added: disruption] in the [removed: availability of credit, may make it more difficult for us to meet] [added: credit markets could adversely affect] our [removed: working capital requirements] [added: clients] and [removed: such events] could cause [removed: our clients] [added: them] to delay payment for our services or take other actions that would negatively affect our working capital.

Even if we take action to respond to adverse economic [removed: conditions and] [added: conditions,] reductions in revenue [added: and disruptions in the credit markets] by aligning our cost structure and [added: more efficiently] managing our working capital, such actions may not be effective.

We have won and lost accounts [removed: in the past] as a result of these reviews.

[removed: In 2015,] [added: Our 100 largest clients comprised] approximately 52% of our revenue [removed: came from our 100 largest clients.][added: in 2016.]

Clients generally are able to reduce or cancel [removed: their] current or future spending on advertising, marketing and corporate communications projects at any time on short notice for any reason.

Our international operations [removed: represent] [added: comprised] approximately 44% of our [removed: revenue.][added: revenue in 2016.]

We operate in all major international markets including the [removed: European Union,] [added: Euro Zone,] the United Kingdom, Australia, Brazil, Canada, China and Japan.

We rely on information technology systems and infrastructure to process, store and transmit data, [removed: including personally identifiable information,] summarize [removed: results and] [added: results,] manage our [removed: business, including maintaining] [added: business and maintain] client advertising and marketing information.

[removed: Likewise,] [added: Security breaches, improper use of our systems and unauthorized access to our] data [removed: security incidents] and [removed: breaches] [added: information] by employees and others [removed: with or without permitted access to our systems] may pose a risk that sensitive data may be exposed to unauthorized persons or to the public.

[removed: Additionally, we] [added: We] use [removed: third parties,] [added: third-party service providers,] including cloud providers, to store, transmit [removed: or] [added: and] process data.

Any [removed: limitation] [added: regulatory] or judicial action that affects our ability to meet our clients' needs or reduces client spending on our services could have a material adverse effect on our business, results of operations and financial position.

The operational and financial performance of our [added: international] businesses are [removed: typically tied to] [added: affected by] global and regional economic conditions, competition for new business and talented staff, currency fluctuation, political conditions, regulatory environment and other risks associated with extensive international operations.

As part of the [removed: evaluation,] [added: process,] we conduct business, legal and financial due diligence with the goal of identifying and evaluating material risks involved in any particular transaction.

Our goodwill [added: is an intangible asset that] may become impaired, which could have a material adverse effect on our business, results of operations and financial position.

In accordance with generally accepted accounting principles in the United States, or U.S. GAAP or GAAP, we have recorded a significant amount of goodwill related to our acquisitions; a substantial portion of which represents the [added: intangible] specialized know-how of the acquired workforce.

While we have concluded, for each year presented in the financial statements included in this report, that our goodwill is not impaired, future events could cause us to conclude that the [added: intangible] asset values associated with a given operation may become impaired.

Additionally, to comply with potential future changes in environmental laws and regulations, we may need to incur additional costs; therefore, at this time, we cannot estimate what impact such [removed: costs] [added: regulations] may have on our business, results of operations and financial position.

A contraction in the availability of credit may make it more difficult for us to meet our working capital requirements.

In addition, funds transferred to the United States can be adversely or beneficially impacted by foreign currency exchange changes.

Increased cybersecurity threats and attacks pose a risk to our systems and networks.

We also may have access to sensitive or personal data or information that is subject to privacy laws and regulations.

Despite our efforts to protect our systems and networks and sensitive and personal data or information, we may be vulnerable to material security breaches, theft, misplaced or lost data, employee malfeasance and additional known and unknown threats.

Such events could adversely affect our business and reputation.

Our information technology systems are potentially vulnerable to system failures and network disruptions, malicious intrusion and random attack.

There can be no assurance that the measures we have taken to protect our data and information technology systems will prevent system failures or network disruptions or breaches in our systems, or in the systems of third parties we use, and such events could adversely affect our reputation or business.

We face a number of risks associated with a global business.

In [removed: 2015,] [added: 2016,] our largest client [removed: accounted for 2.7%] [added: represented 3.0%] of [removed: our] revenue and our 100 largest [removed: clients accounted for] [added: clients, which represent many of the world's major marketers, comprised] approximately 52% of [removed: our] revenue.

Our business is spread across a [removed: significant] number of industry sectors with no one industry comprising more than [removed: 13%] [added: 14%] of our revenue in [removed: 2015.][added: 2016.]

As described in more detail below, in [removed: 2015] [added: 2016] our revenue [removed: decreased $183.4] [added: increased $282.5] million, or [removed: 1.2%,] [added: 1.9%,] compared to [removed: 2014.][added: 2015.]

Changes in foreign exchange rates reduced revenue [removed: by] $1.0 [removed: billion or 6.6%, acquisitions,] [added: billion, acquisitions] net of [removed: dispositions] [added: dispositions,] increased revenue [added: by] $14.6 million [removed: or 0.1%] and organic growth increased revenue $810.8 [removed: million or 5.3%.][added: million.]

[removed: In particular, a contraction in] [added: Adverse] global or regional economic conditions [removed: poses] [added: pose] a risk that our clients may reduce, postpone or cancel spending on advertising, marketing and corporate communications [removed: services] [added: services,] which would reduce the demand for our services.

[removed: Economic conditions in the Euro Zone remain unsettled and] [added: In Brazil, unstable] economic [added: and political] conditions [removed: in Brazil continued a] [added: contributed to the continuing] downward [added: economic] trend that began in the second quarter of 2015.

The economic and fiscal issues facing [removed: certain] countries in [removed: the Euro Zone] [added: Europe and Latin America] continue to cause economic uncertainty in [removed: that market;] [added: those regions;] however, the impact on our business varies by country.

In the near term, barring unforeseen events and excluding the impact of changes in foreign exchange rates, as a result of continued improvement in operating performance by many of our agencies and new business activities, we expect our [removed: 2016] [added: 2017] revenue to increase modestly in excess of the weighted average nominal GDP growth in our major markets.

We expect to continue to identify acquisition opportunities intended to build upon the core capabilities of our strategic business platforms, expand our operations in the [added: high-growth and] emerging markets and enhance our capabilities to leverage new technologies that are being used by marketers today.

We analyze revenue growth by reviewing the components and mix of the growth, including growth by principal regional [removed: market, growth by] [added: market and] marketing discipline, [added: the] impact from foreign currency fluctuations, growth from acquisitions and growth from our largest clients.

Changes in foreign exchange rates reduced revenue [removed: 6.6%,] [added: 1.9%,] acquisitions, net of [removed: dispositions] [added: dispositions,] increased revenue [removed: 0.1%] [added: 0.3%] and organic growth increased revenue [removed: 5.3%.][added: 3.5%.]

Across our principal regional markets, the changes in revenue were: North America increased [removed: 4.1%,] [added: 1.6%,] Europe decreased [removed: 9.3%,] [added: 1.0%,] Latin America [removed: decreased 25%] [added: increased 28.4%] and Asia Pacific [removed: decreased 2%.][added: increased 4.1%.]

In North America, moderate growth in the United States and [added: strong growth in] Canada was partially offset by the weakening of the Canadian Dollar against the U.S. Dollar.

In Europe, growth in the U.K., [removed: Germany] [added: Spain, Russia] and [removed: Spain] [added: Italy] was offset by the weakening of [removed: all major European currencies] [added: the British Pound and Russian Ruble] against the U.S. Dollar and negative performance in [removed: The Netherlands and France.][added: the Netherlands.]

In Brazil, the decline resulted from a difficult comparison to the prior year period, which included additional client spending related to the World Cup primarily in the second quarter of 2014 and a [removed: recent] decline in economic [removed: conditions.][added: conditions that began in 2015.]

In Asia Pacific, [removed: strong] growth in the major economies in the region was [added: also partially] offset by the weakening of [removed: the] [added: most] currencies in the [removed: region.][added: region against the U.S. Dollar.]

The change in revenue in [removed: 2015] [added: 2016] compared to [removed: 2014,] [added: 2015,] including the negative impact of currency changes, in our four fundamental disciplines was: advertising increased [removed: 1.8%,] [added: 4.7%,] CRM decreased [removed: 5.6%,] [added: 3.6%,] public relations [removed: decreased 2.3%] [added: increased 3.4%] and specialty communications increased [removed: 0.8%.][added: 3.9%.]

We measure [removed: operating expenses] [added: cost of services] in two distinct [removed: cost] categories: salary and service costs and [removed: office] [added: occupancy] and [removed: general expenses.][added: other costs.]

Salary and service costs [removed: consist of] [added: include] employee [removed: compensation, including freelance labor,] [added: compensation] and [removed: related costs] [added: benefits, freelance labor] and direct service [added: costs, which include third-party supplier costs and client-related travel] costs.

[removed: Office] [added: Occupancy] and [removed: general expenses] [added: other costs] consist of [added: the indirect costs related to the delivery of our services, including office] rent and [added: other] occupancy costs, [added: equipment rent,] technology costs, [removed: depreciation and amortization] [added: general office expenses] and other [removed: overhead] expenses.

Salary and service costs, which [removed: normally] tend to fluctuate with changes in revenue, increased [removed: $11.9 million, or 0.1%,] [added: $3.2 million] in 2015 compared to [removed: 2014, primarily] [added: 2014] reflecting [added: growth in revenue and] increases related to changes in the mix of our business during the period.

[removed: Office] [added: Occupancy] and [removed: general expenses,] [added: other costs,] which are less directly linked to changes in revenue than salary and service costs, decreased [removed: $171.3] [added: $24.7] million, or [removed: 8.5%,] [added: 2.0%,] in [removed: 2015] [added: 2016] compared to [removed: 2014.][added: 2015.]

[removed: Operating margins and earnings before interest, taxes] [added: As a result, operating margin] and [removed: amortization of intangible assets, or EBITA, margins] [added: EBITA margin] were unchanged year-over-year at 12.7% and 13.4%, respectively.

Net interest expense for [removed: 2015] [added: 2016] increased [removed: $7.4] [added: $25.6] million to [removed: $141.5] [added: $167.1] million from [removed: $134.1] [added: $141.5] million in [removed: 2014.][added: 2015.]

[removed: Income] [added: Our effective] tax [removed: expense for 2014 reflects] [added: rate was 32.8% and was in line with] the [added: prior year, which included the] recognition of an income tax benefit of approximately $11 [removed: million,] [added: million] related to expenses incurred in [removed: prior periods in] connection with [removed: the] [added: a] proposed merger with [removed: Publicis, which was terminated on May 8, 2014.][added: Publicis Groupe S.A., or Publicis.]

Net income - Omnicom Group Inc. for [removed: 2015 decreased $10.1] [added: 2016 increased $54.7] million, or [removed: 0.9%,] [added: 5.0%,] to [removed: $1,093.9] [added: $1,148.6] million from [removed: $1,104.0] [added: $1,093.9] million in [removed: 2014.][added: 2015.]

The year-over-year [removed: decrease] [added: increase] is due to the factors described above.

Diluted net income per common share - Omnicom Group Inc. increased 4.0% to $4.41 in 2015, compared to $4.24 in 2014 due to the factors described above, as well as the impact of the reduction in our weighted average common shares outstanding resulting from repurchases of our common stock, net of shares issued for [added: restricted] stock [added: awards and stock] option exercises and shares issued under our employee stock purchase plan.

Our financial statements are prepared in conformity with U.S. GAAP and require us to make estimates and assumptions that affect the [removed: reported] amounts [removed: of assets, liabilities, revenue and expenses] [added: reported] in the consolidated financial statements and accompanying notes.

The [removed: valuation] [added: evaluation] of potential acquisitions is based on various factors, including specialized know-how, reputation, geographic coverage, competitive position and service offerings of the target businesses, as well as our experience and judgment.

Certain acquisitions include an initial payment at closing and provide for future additional contingent purchase price payments [removed: (earn-outs), which] [added: (earn-outs) that] are recorded as a liability at the acquisition date fair value.

In [removed: 2015,] [added: 2016,] we completed [removed: 8] [added: 5] acquisitions of new subsidiaries.

Accordingly, as is typical in most service businesses, a substantial portion of the [removed: intangible asset value] [added: assets] we acquire [removed: is] [added: are intangible assets primarily consisting of] the know-how of the [removed: people,] [added: personnel,] which is treated as part of goodwill and [added: under U.S. GAAP] is not [added: required to be] valued separately.

For each acquisition, we undertake a detailed review to identify other intangible assets [removed: and a valuation is performed for all such identified assets.][added: that are required to be valued separately.]

Our conclusion was based on a detailed analysis of the aggregation criteria set forth in FASB ASC Topic 280, Segment Reporting, and the guidance set forth in FASB ASC Topic [removed: 350, Intangibles - Goodwill and Other.][added: 350.]

Consistent with our fundamental business strategy, the agencies within our regional reporting units serve similar clients in [removed: similar industries, and in many cases the same clients.]

The main economic components of each agency are employee compensation and related costs and direct service costs and [removed: office] [added: occupancy] and [removed: general] [added: other] costs, which include rent and occupancy costs, technology costs that are generally limited to personal computers, servers and off-the-shelf software and other overhead expenses.

The assumptions used for the long-term growth rate and WACC in our evaluations as of June 30, [removed: 2015] [added: 2016] and [removed: 2014] [added: 2015] were:

| | 2015 | | [added: | | | | |] 2014 | [added: | | | | | | 2015 vs. 2014 | | | | | |]

| WACC | [removed: 10.1%] [added: 9.7%] - [removed: 10.7%] [added: 10.3%] | | [removed: 9.9% - 10.6%] [added: 10.1% -10.7%] |

In 2016, while the strength of the U.S. Dollar moderated against a number of currencies, the British Pound weakened substantially against the U.S. Dollar.

In 2016, the United States continued its modest economic growth.

Uncertain economic and political conditions in the Euro Zone have resulted in uneven growth across the region and have been further complicated by the vote in 2016 in the United Kingdom, or U.K., to exit the European Union.

The major economies of Asia had modest economic growth consistent with recent periods.

In addition, we continually evaluate our portfolio of businesses to identify non-strategic or under performing business for disposition.

Operating expenses are comprised of: cost of services, selling, general and administrative, or SG&A, expenses and depreciation and amortization.

In 2016, revenue increased 1.9% compared to 2015.

The increase in revenue in Latin America was a result of our acquisition activity in Brazil, which was partially offset by the weakening of most currencies in the region against the U.S. Dollar, especially the Brazilian Real.

As a service business, salary and service costs 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.

SG&A expenses primarily consist of third-party marketing costs, professional fees and compensation and benefits and occupancy and other costs of our corporate and executive offices, which includes group-wide finance and accounting, treasury, legal and governance, human resource oversight and similar costs.

Operating expenses increased 1.5% in 2016 compared to 2015.

Operating margin in 2016 was 13.0%, as compared to 12.7% in 2015.

Earnings before interest, taxes and amortization of intangible assets, or EBITA, margin in 2016 was 13.8%, as compared to 13.4% in 2015.

increased $28.6 million to $209.7 million in 2016, primarily resulting from the reduced benefit of the $1 billion fixed-to-floating interest rate swap on the 3.625% Senior Notes due 2022, or 2022 Notes.

By settling the swap, we were able to lock interest savings over the remaining term of the 2022 Notes by reducing the effective rate to 2.7% from 3.5%.

On April 6, 2016, we issued $1.4 billion principal amount of 3.60% Senior Notes due April 15, 2026, or 2026 Notes, and a portion of the proceeds were used to retire the $1.0 billion 5.9% Senior Notes due 2016, or 2016 Notes, at maturity.

At December 31, 2016, our debt portfolio was approximately 75% fixed rate obligations and 25% floating rate obligations as compared to 61% fixed rate and 39% floating rate at December 31, 2015 and, as a result, in 2016 there was less floating rate benefit from the interest rate swaps.

Interest income increased $3.0 million to $42.6 million in 2016 compared to 2015, as a result of higher cash balances in our international treasury centers available for investment.

Our effective tax rate for 2016 was 32.6% compared to 32.8% for 2015.

similar industries, and in many cases the same clients.

| | 2016 | | 2015 |

Our primary client arrangements include: fixed fee contracts where revenue is recognized based on the level of effort completed to date, retainer agreements where revenue is recognized on a straight-line basis over the contract period, and media commissions where revenue is recognized when the media is run.

We plan to apply ASU 2014-09 on January 1, 2018.

Additionally, in certain of our businesses we record revenue as a principal and include certain third-party pass-through and out-of-pocket costs, which are billed to clients in connection with our services, in revenue.

In March 2016, the FASB issued further guidance on principal versus agent considerations.

We are currently evaluating the impact of the principal versus agent guidance on our revenue and cost of services; however, we do not expect the change, if any, to have a material effect on our results of operations.

See Note 20 for information on the adoption of new accounting standards and accounting standards not yet adopted.

| | 2016 | | | | 2015 | | |

| Revenue | $ | 15,416.9 | | | $ | 15,134.4 | |

| Occupancy and other costs | 1,218.0 | | | | 1,242.7 | | |

| Cost of services | 12,671.2 | | | | 12,491.4 | | |

| Selling, general and administrative expenses | 443.9 | | | | 431.8 | | |

| Depreciation and amortization | 292.9 | | | | 291.1 | | |

| | 13,408.0 | | | | 13,214.3 | | |

| Operating Profit | 2,008.9 | | | | 1,920.1 | | |

| Operating Profit | 2,008.9 | | | | 1,920.1 | | |

| Interest Expense | 209.7 | | | | 181.1 | | |

| Interest Income | 42.6 | | | | 39.6 | | |

| Net Income | 1,246.7 | | | | 1,203.4 | | |

In 2016, revenue increased $282.5 million to $15,416.9 million from $15,134.4 million in 2015.

In 2015, the United States experienced modest economic growth and the major economies of Asia continued their moderate expansion.

In 2015, our revenue decreased 1.2% compared to 2014.

The decrease in revenue in Latin America was a result of the weakening of all currencies in the region and negative performance in Chile and Brazil, which offset strong growth in Mexico.

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.

Similar to revenue, operating expenses decreased in 2015 compared to 2014 as a result of the weakening of substantially all foreign currencies against the U.S. Dollar.

increased $3.9 million to $181.1 million in 2015, primarily resulting from the interest expense on the $750 million principal amount of the 3.65% Senior Notes due 2024, or 2024 Notes, issued in October 2014, partially offset by the benefit of the interest rate swaps on the 3.625% Senior Notes due 2022, or 2022 Notes, and the 4.45% Senior Notes due 2020, or 2020 Notes.

Interest income decreased $3.5 million to $39.6 million in 2015 resulting from lower interest earned on cash balances in our international treasury centers and the negative impact of changes in foreign exchange rates.

Our effective tax rate was unchanged at 32.8%.

Prior to the termination of the merger, the majority of the merger costs, which were incurred in 2013, were capitalized for income tax purposes and the related tax benefits were not recorded.

Because the proposed merger was terminated, the merger costs were no longer required to be capitalized for income tax purposes.

Excluding the income tax effect of the merger expenses, income tax expense for 2014 would have been $604.5 million.The decrease in the effective tax rate in 2015 from the effective tax rate in 2014, excluding the income tax benefit related to the proposed merger, is primarily due to a legal entity restructuring of our European operations.

As a result of the reorganization, a certain portion of the foreign earnings in the affected countries is subject to lower effective tax rates.

Certain of our businesses earn a portion of their revenue as commissions based upon performance in accordance with client arrangements.

Certain incidental costs that are reimbursed by our clients and are currently required to be recorded in revenue will likely not be recorded as revenue under the new standard.

We expect this will result in less revenue and related cost recorded in our results of operations.

While, we have not yet completed our assessment, we do not expect this change to have a material impact to our revenue and it will not result in any change to operating income.

See Note 2 to the consolidated financial statements for a description of accounting standards that were adopted in 2015 and our significant accounting policies and Note 20 for a discussion of accounting standards not yet implemented.

| Office and general expenses | 1,852.4 | | | | 2,023.7 | | |

| | 13,105.0 | | | | 13,266.6 | | |

| | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

Europe comprises the U.K. and the Euro currency countries, and other European countries that have not adopted the European Union Monetary standard.

In Brazil, the decline resulted from a difficult comparison to the prior year period, which included additional client spending related to the World Cup primarily in the second quarter of 2014, and a recent decline in economic conditions.

| Advertising | $ | 7,730.2 | | | 51.1 | % | | $ | 7,593.5 | | | 49.6 | % | | $ | 136.7 | | | 1.8 | % | | 9.3 | % |

| CRM | 4,958.2 | | | | 32.7 | % | | 5,254.4 | | | | 34.3 | % | | (296.2 | | ) | | (5.6 | )% | | 1.9 | % |

| Public relations | 1,361.0 | | | | 9.0 | % | | 1,393.7 | | | | 9.1 | % | | (32.7 | | ) | | (2.3 | )% | | (1.4 | )% |

| Specialty communications | 1,085.0 | | | | 7.2 | % | | 1,076.2 | | | | 7.0 | % | | 8.8 | | | | 0.8 | % | | 2.2 | % |

| | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Salary and service costs | 11,361.9 | | | | 75.1 | % | | 86.0 | % | | 11,350.0 | | | | 74.1 | % | | 84.9 | % | | 11.9 | | | | 0.1 | % |

| Office and general expenses | 1,852.4 | | | | 12.2 | % | | 14.0 | % | | 2,023.7 | | | | 13.2 | % | | 15.1 | % | | (171.3 | | ) | | (8.5 | )% |

Operating margins and EBITA margins were unchanged year-over-year at 12.7% and 13.4%, respectively.

In 2014, we incurred $8.8 million of expenses in connection with the proposed merger with Publicis, which were primarily comprised of professional fees.

Income tax expense for 2014 reflects the recognition of an income tax benefit of approximately $11 million related to previously incurred expenses for the proposed merger with Publicis.

Because the merger was terminated, the merger costs were no longer required to be capitalized for income tax purposes.

Excluding the income tax benefit of $11 million related to the proposed merger, income tax expense for 2014 would have been $604.5 million.

The decrease in the effective tax rate for 2015 from the effective tax rate for 2014 excluding the income tax benefit related to the proposed merger, is primarily due to a legal entity restructuring of our European operations.

| | 2014 | | | | 2013 | | |

[removed: Additionally, we] [added: We] use interest rate swaps to manage our interest expense and structure our debt portfolio to achieve a mix of fixed rate and floating rate debt.

Based on the results of the model, we estimate with 95% confidence a maximum one-day change in the net fair value of our derivative financial instruments at December 31, [removed: 2015] [added: 2016] was not significant.

[removed: For] [added: However, for] the most part, [added: because the] revenue and expenses of our foreign operations are denominated in the same currency, [removed: which minimizes] the economic impact on [removed: our] operating [removed: margin.][added: margin is minimized.]

While our major international markets include the [removed: European Union,] [added: Euro Zone,] the United Kingdom, Australia, Brazil, Canada, China and Japan, our agencies transact business in more than 50 different currencies.

As an integral part of our global treasury operations, we centralize our cash and use multicurrency pools to manage the foreign exchange risk [added: that arises from imbalances] between subsidiaries and their respective treasury centers from which they borrow or invest funds.

However, in certain circumstances, subsidiaries [removed: borrow] [added: borrowing] or [removed: invest] [added: investing] with a treasury center operating in a different [removed: currency.][added: currency creates foreign exchange exposure.]

At December 31, [added: 2016 and] 2015, we had outstanding forward foreign exchange contracts with an aggregate notional amount of [removed: $22.1] [added: $99.0] million [added: and $22.1 million, respectively,] to manage the foreign exchange risk associated with these activities.

In these instances, amounts are either promptly settled or hedged with forward [added: foreign exchange] contracts.

At December 31, [added: 2016 and] 2015, we had outstanding forward foreign exchange contracts with an aggregate notional amount of [removed: $85.9] [added: $94.0] million [added: and $85.9 million, respectively,] to manage the foreign exchange risk of these activities.

At December 31, [removed: 2015,] [added: 2016,] the total [removed: aggregate] principal amount of our fixed rate senior notes was [removed: $4.5] [added: $4.9] billion and the total [removed: notional] amount of the fixed-to-floating interest rate swaps was [removed: $1.75] [added: $1.25] billion.

The interest rate swaps have the economic effect of converting our debt portfolio to [removed: 61%] [added: approximately 75%] fixed rate obligations and [removed: 39%] [added: 25%] floating rate obligations.

A [removed: complete] discussion of our interest rate swaps is included in Note 6 to the consolidated financial statements.

We provide advertising, marketing and corporate communications services to several thousand clients who operate in nearly every [removed: industry] sector of the global economy and we grant credit to qualified clients in the normal course of business.

Due to the diversified nature of our client base, we do not believe that we are exposed to a concentration of credit risk as our largest client [removed: accounted for 2.7%] [added: represented 3.0%] of revenue in [removed: 2015.][added: 2016.]

The fair value of the forward foreign contracts at December 31, 2016 and 2015 was a net liability of $1.1 million and $0.1 million, respectively.

On January 19, 2016, we terminated the remaining $1.0 billion notional amount of the swap on the 2022 Notes, reducing the outstanding notional amount of the swaps to $750 million.

Also, we are exposed to interest rate volatility on future debt issuances.

To manage this risk, we use forward-starting interest rate swaps to lock in the interest rate on future debt issuances.

At December 31, 2015, the total notional amount of the forward-starting interest rate swaps was $1.0 billion.

Upon settlement of the swap, any gain or loss on the effective portion of the swap will be amortized to interest expense over the term of the new debt or will be recorded in results of operations if the refinancing is not completed.

[removed: Omnicom, which was formed in 1986,] [added: Omnicom] is a strategic holding company and a leading global provider of advertising, marketing and corporate communications services.

We operate in a highly competitive industry and compete against other [removed: global] [added: global, national and regional] advertising and marketing services [removed: companies, as well as other independent] companies.

Our branded networks and [removed: agencies, which] [added: agencies] operate in all major [added: global] markets [removed: around the world,] [added: and] provide a comprehensive range of services in four fundamental disciplines: advertising, customer relationship management, or CRM, public relations and specialty communications.

Although the medium used to reach a client’s target audience may differ across each of these disciplines, we develop and deliver the marketing message in a similar way by providing client-specific [removed: advertising and] [added: advertising,] marketing [added: and corporate communications] services.

Services [removed: included] in these [removed: four] disciplines [removed: are:][added: include:]

[removed: Our] [added: The] networks and agencies that comprise our virtual client networks provide us with the ability to integrate services across all disciplines and geographies, meaning that the delivery of our services can, and does, take place across agencies, networks and geographic regions simultaneously.

The various components of our business, including revenue by discipline and geographic area, and material factors that affected us in [removed: 2015] [added: 2016] are discussed in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” or MD&A, of this report.

None of the acquisitions or dispositions, individually or in the aggregate, in the three year period ended December 31, [removed: 2015] [added: 2016] was material to our results of operations or financial position.

In [removed: 2015,] [added: 2016,] our United States operations [removed: represented] [added: comprised] approximately 56% of our revenue.

Accordingly, [removed: we provide] financial information by geographic region [added: is provided] in the MD&A and [removed: in] Note 7 to the consolidated financial [removed: statements and segment information in Note 7.][added: statements.]

Our clients operate in virtually every [removed: industry] sector of the global economy.

For example, in [removed: 2015,] [added: 2016] our largest [removed: client, which] [added: client] represented [removed: 2.7%] [added: 3.0%] of [removed: revenue,] [added: revenue and] was served by more than 250 of our [removed: agencies and our 100 largest clients, which represented approximately 52% of revenue, were each served, on average, by more than 50 of our] agencies.

At December 31, [removed: 2015,] [added: 2016,] we employed approximately [removed: 74,900] [added: 78,500] people.

At January [removed: 27, 2016,] [added: 25, 2017,] our executive officers were:

| Bruce Crawford | Chairman of the Board | [removed: 86] [added: 87] |

| John D. Wren | President and Chief Executive Officer | [removed: 63] [added: 64] |

| Philip J. Angelastro | Executive Vice President and Chief Financial Officer | [removed: 51] [added: 52] |

| Michael J. O’Brien | Senior Vice President, General Counsel and Secretary | [removed: 54] [added: 55] |

| Dennis E. Hewitt | Treasurer | [removed: 71] [added: 72] |

| Andrew L. Castellaneta | Senior Vice President, Chief Accounting Officer | [removed: 57] [added: 58] |

| Peter L. Swiecicki | Senior Vice President, Finance and Controller | [removed: 57] [added: 58] |

| Jonathan B. Nelson | CEO, Omnicom Digital | [removed: 48] [added: 49] |

Additional information about our directors and executive officers will appear in our definitive proxy statement, which is expected to be filed with the SEC by April 14, [removed: 2016.][added: 2017.]

Our 100 largest clients, which represent many of the world's major marketers, comprised approximately 52% of revenue and were each served, on average, by more than 50 of our agencies.

In addition, on December 14, 2016, two of our subsidiaries received subpoenas from the U.S. Department of Justice Antitrust Division concerning its ongoing investigation of video production and post-production practices in the advertising industry.

The Company is fully cooperating with the investigation.

While the ultimate effect of the investigation is inherently uncertain, we do not at this time believe that the investigation will have a material adverse effect on our results of operations or financial position.

However, the ultimate resolution of these matters could be different from our current assessment and the differences could be material.

FOR FISCAL YEAR ENDED DECEMBER 31, [removed: 2015][added: 2016]

The aggregate market value of the voting and non-voting common stock held by non-affiliates as of June 30, [removed: 2015] [added: 2016] was [removed: $16,891,929,000.][added: $19,273,554,000.]

As of January [removed: 27, 2016,] [added: 25, 2017,] there were [removed: 239,590,579] [added: 234,530,246] shares of Omnicom Group Inc. Common Stock outstanding.

Portions of the Omnicom Group Inc. Definitive Proxy Statement for the Annual Meeting of Shareholders scheduled to be held on May [removed: 24, 2016] [added: 25, 2017] are incorporated by reference into Part III of this report to the extent described herein.

ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, [removed: 2015][added: 2016]

| [Item [removed: 1A.](#s234C8B555B9B58DEA604AC5AF55A993B)] [added: 1A.](#s28ADB3C6AC6A76250C9E4A92F9D7F472)] | [Risk [removed: Factors](#s2287A8F37E57273884CCAC5A24F87DDE)] [added: Factors](#sC500C4B24D5A1E4449674A91E8D79402)] | [removed: [3](#s2287A8F37E57273884CCAC5A24F87DDE)] [added: [3](#sC500C4B24D5A1E4449674A91E8D79402)] |

| [Item [removed: 1B.](#s5F6CCD304E89BC18F2D1AC5AF56062BB)] [added: 1B.](#s3205EFF22AFC17D32C5C4A92F9DC992B)] | [Unresolved Staff [removed: Comments](#sA62DE806E545C4F2282AAC5A252A3D47)] [added: Comments](#s62ADB465C0D70FE810F84A91E9045379)] | [removed: [6](#sA62DE806E545C4F2282AAC5A252A3D47)] [added: [6](#s62ADB465C0D70FE810F84A91E9045379)] |

| [Item [removed: 3.](#s69D177BB9A66B6D7E60CAC5AF56DA8D2)] [added: 3.](#s53301FDCE6EBA3BA909A4A92F9E59170)] | [Legal [removed: Proceedings](#sBB989919BD6088498693AC5A257D42EB)] [added: Proceedings](#s8333802C352ED3C1D1FB4A91E94C5410)] | [removed: [6](#sBB989919BD6088498693AC5A257D42EB)] [added: [6](#s8333802C352ED3C1D1FB4A91E94C5410)] |

| Item 4. | [Mine Safety [removed: Disclosures](#s14E77560C919011E4BE3AC5A259DE184)] [added: Disclosures](#s3416754C41F8117A64FF4A91E97E3634)] | [removed: [6](#s14E77560C919011E4BE3AC5A259DE184)] [added: [6](#s3416754C41F8117A64FF4A91E97E3634)] |

| [Item [removed: 5.](#s396C8F13601A44555D09AC5AF578BDF5)] [added: 5.](#sF25DE7821C535666BD2F4A92F9EEF8FF)] | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#s9710AE8D0952EFC4F6ABAC5A25F2E942)] [added: Securities](#s867D61B3A23A238882CA4A91E9D2838D)] | [removed: [7](#s9710AE8D0952EFC4F6ABAC5A25F2E942)] [added: [7](#s867D61B3A23A238882CA4A91E9D2838D)] |

| [Item [removed: 6.](#s828C0BA4EE4CE73A9392AC5AF57DF4C6)] [added: 6.](#s5D3FAFFB871C1602A12C4A92F9F28DDC)] | [Selected Financial [removed: Data](#s791D016EEF1413301855AC5A2623547F)] [added: Data](#sBC8344804DA480B1081E4A91E9F3CCE1)] | [removed: [8](#s791D016EEF1413301855AC5A2623547F)] [added: [8](#sBC8344804DA480B1081E4A91E9F3CCE1)] |

| [Item [removed: 7.](#sB494B6CBE87325261C39AC5AF5823C25)] [added: 7.](#sA9DFCC7275725E4196704A92F9F71BB1)] | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#sA98AFCACFC41724464D7AC5A2644B5CE)] [added: Operations](#s483E6D5087902A5164EF4A91EA30EDC3)] | [removed: [9](#sA98AFCACFC41724464D7AC5A2644B5CE)] [added: [9](#s483E6D5087902A5164EF4A91EA30EDC3)] |

| [Item [removed: 7A.](#s55883CF362A89865F2CFAC5AF588BE9E)] [added: 7A.](#s6D63FEEFCB994F8FC7C64A92F9FC8CF6)] | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#sD927D39AD1A76F2BA7E1AC5A27899029)] [added: Risk](#s436DB744C9426D4DB32A4A91EB400FD0)] | [removed: [26](#sD927D39AD1A76F2BA7E1AC5A27899029)] [added: [26](#s436DB744C9426D4DB32A4A91EB400FD0)] |

| [Item [removed: 8.](#s17E4BDB17D3CD0DFBE6EAC5AF58D8FFD)] [added: 8.](#sB0255D74590010137AE34A92FA01A20A)] | [Financial Statements and Supplementary [removed: Data](#sEC67D9689DD1A6ED1B8FAC5A27925D19)] [added: Data](#sC3774E51575B0274A4474A91EB72ECBD)] | [removed: [28](#sEC67D9689DD1A6ED1B8FAC5A27925D19)] [added: [28](#sC3774E51575B0274A4474A91EB72ECBD)] |

| [Item [removed: 9.](#sC588AD5779635C6FA61EAC5AF5923028)] [added: 9.](#sB888186A3EF618E034694A92FA067E2C)] | [Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#s0D939E7010FAC404C6D9AC5A27C3D7B9)] [added: Disclosure](#s64C7A4F041B4AB25E77A4A91EB93B705)] | [removed: [28](#s0D939E7010FAC404C6D9AC5A27C3D7B9)] [added: [28](#s64C7A4F041B4AB25E77A4A91EB93B705)] |

| [Item [removed: 9A.](#s76E1BDE6FDBE179BC33AAC5AF5981D10)] [added: 9A.](#s03D43D37D4FD234B288C4A92FA0B3C19)] | [Controls and [removed: Procedures](#s1F791E1DDDDC46D2F62BAC5A27E59717)] [added: Procedures](#s8C359CA0205B3FCEE8D54A91EBC5AC0F)] | [removed: [28](#s1F791E1DDDDC46D2F62BAC5A27E59717)] [added: [28](#s8C359CA0205B3FCEE8D54A91EBC5AC0F)] |

| [Item [removed: 9B.](#s60BDB45931EC6C650107AC5AF59D17BC)] [added: 9B.](#s6687B15412482D39E0E14A92FA0F22EB)] | [Other [removed: Information](#s34B9E43B82A9627842EBAC5A2818F864)] [added: Information](#s48D3A76014FB2D4DC7684A91EBF36AD1)] | [removed: [28](#s34B9E43B82A9627842EBAC5A2818F864)] [added: [28](#s48D3A76014FB2D4DC7684A91EBF36AD1)] |

| Item 10. | Directors, Executive Officers and Corporate Governance | [removed: [29](#sFE3741C548C1C3926F4BAC5A2965605F)] [added: [29](#sAFC59DB4C201FF6D85B24A91ED34F840)] |

| Item 11. | Executive Compensation | [removed: [29](#sFE3741C548C1C3926F4BAC5A2965605F)] [added: [29](#sAFC59DB4C201FF6D85B24A91ED34F840)] |

| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | [removed: [29](#sFE3741C548C1C3926F4BAC5A2965605F)] [added: [29](#sAFC59DB4C201FF6D85B24A91ED34F840)] |

| Item 13. | Certain Relationships and Related Transactions, and Director Independence | [removed: [29](#sFE3741C548C1C3926F4BAC5A2965605F)] [added: [29](#sAFC59DB4C201FF6D85B24A91ED34F840)] |

| Item 14. | Principal Accounting Fees and Services | [removed: [29](#sFE3741C548C1C3926F4BAC5A2965605F)] [added: [29](#sAFC59DB4C201FF6D85B24A91ED34F840)] |

| [Item [removed: 15.](#s76573B376A188E54F6FCAC5AF5B04318)] [added: 15.](#s9CC88CAA1EF0EB1F85CC4A92FA1F9B43)] | [Exhibits, Financial Statement [removed: Schedules](#sFE3741C548C1C3926F4BAC5A2965605F)] [added: Schedules](#sAFC59DB4C201FF6D85B24A91ED34F840)] | [removed: [29](#sFE3741C548C1C3926F4BAC5A2965605F)] [added: [29](#sAFC59DB4C201FF6D85B24A91ED34F840)] |

| [Management Report on Internal Control Over Financial [removed: Reporting](#s4264A2FB46A5E77581F1AC5A2A0BA562)] [added: Reporting](#sBDDEBCB458AD584C77114A91EDE6DE1D)] | | [removed: [F-1](#s4264A2FB46A5E77581F1AC5A2A0BA562)] [added: [F-1](#sBDDEBCB458AD584C77114A91EDE6DE1D)] |

| [removed: [Reports] [added: [Report] of Independent Registered Public Accounting [removed: Firm](#sC00E62E5765699714ED9AC5A2A2C9557)] [added: Firm](#sB7D6D296ED3FC6BFEA934A91EE18956B)] | | [removed: [F-2](#sC00E62E5765699714ED9AC5A2A2C9557)] [added: [F-2](#sB7D6D296ED3FC6BFEA934A91EE18956B)] |

| [Consolidated Financial [removed: Statements](#sC2BC4E0668FA7816AFDAAC5A0B70ECC9)] [added: Statements](#sB35D48C42AE6D2DF3D364A91D21CBCA1)] | | [removed: [F-4](#sC2BC4E0668FA7816AFDAAC5A0B70ECC9)] [added: [F-3](#sB35D48C42AE6D2DF3D364A91D21CBCA1)] |

| [Notes to Consolidated Financial [removed: Statements](#sF8A92321557F330A2725AC5A2BCDE22B)] [added: Statements](#s52704F0E47A7DD2FDF3B4A91EFAEBC60)] | | [removed: [F-9](#s30D08299EB5F8DCD0947AC5A0A382161)] [added: [F-8](#sA59F3B2FC42FB2EBEB7D4A91D23887F9)] |

| Selected Quarterly Financial Data | | [removed: [F-34](#sFF43C1995D39C9ADFF7CAC5A098971AF)] [added: [F-33](#s02D02BA0923740946C3A4A91D152B18B)] |

| Schedule II - Valuation and Qualifying Accounts | | [removed: [S-1](#sDBD63D661D60A6426D18AC5A09FEAE2A)] [added: [S-1](#s5745CFA5A14DB646F9774A91D1261FCF)] |

We file annual, quarterly and current reports and any amendments to those reports, proxy statements and other information with the [removed: U.S.] [added: United States] Securities and Exchange Commission, or SEC.

This report is our [removed: 2015] [added: 2016] annual report to shareholders and our [removed: 2015] [added: 2016] Annual Report on Form 10-K, or [removed: 2015] [added: 2016] 10-K.

Omnicom Group Inc. [removed: is a leading global advertising, marketing and corporate communications company] [added: was formed in 1986] and through its branded networks and agencies provides [removed: those] [added: advertising, marketing and corporate communications] services to over 5,000 clients in more than 100 countries.

10-K 1 a201610-k.htm 10-K

| [Item 1](#s47009A05204B05716CA54A92F9D3D05B) | [Business](#s42B7CD60E1400CEB0C524A91E8A5A5A2) | [1](#s42B7CD60E1400CEB0C524A91E8A5A5A2) |

| [Item 2.](#s1DAD4699DC56675969DC4A92F9E1AE00) | [Properties](#s88FD5947C60FAF86D8094A91E9368840) | [6](#s88FD5947C60FAF86D8094A91E9368840) |

| Item 16. | Form 10-K Summary | [32](#see25ba4225e140b38fc0d37e358d04da) |

| [Signatures](#s19E212C5FDA51D218E864A91ED8704F3) | | [33](#s19E212C5FDA51D218E864A91ED8704F3) |

10-K 1 a201510-k.htm 10-K

| | | |

| [Item 1](#s25BB4016966ED802BFD3AC5AF55490AF) | [Business](#s36EB7F785ED0EC144D88AC5A24D69EB6) | [1](#s36EB7F785ED0EC144D88AC5A24D69EB6) |

| [Item 2.](#s326A988776EA4C617C2DAC5AF567FC4F) | [Properties](#s83192BE2DC607FE20B60AC5A254B65D1) | [6](#s83192BE2DC607FE20B60AC5A254B65D1) |

| [Signatures](#s774341B57C96592E9A71AC5A29B9F0C9) | | [33](#s774341B57C96592E9A71AC5A29B9F0C9) |

[removed: We lease substantially all our office space and the] [added: The] facility requirements of our businesses are similar across geographic regions and disciplines.

[removed: We lease substantially] [added: Substantially] all our office space [added: is leased] under operating leases that expire at various dates.

Office base rent expense in [removed: 2015, 2014] [added: 2016, 2015] and [removed: 2013] [added: 2014] was [removed: $331.5] [added: $334.1] million, [removed: $361.9] [added: $331.5] million and [removed: $369.3] [added: $361.9] million, respectively, net of rent received from non-cancelable third-party subleases of [removed: $11.0] [added: $5.6] million, [removed: $11.2] [added: $11.0] million and [removed: $10.6] [added: $11.2] million, respectively.

See Note 14 to the consolidated financial statements for a description of our lease [removed: commitments and the MD&A for] [added: commitments, which comprise] a [removed: description of the impact] [added: significant component] of [removed: leases on] our [removed: operating expenses.][added: occupancy and other costs.]

We conduct business throughout the world and lease substantially all our office space.

| 2017 | $ | 275.5 | |

| 2018 | 219.6 | | |

| 2019 | 192.2 | | |

| 2020 | 156.2 | | |

| 2021 | 130.9 | | |

| Thereafter | 550.9 | | |

| | $ | 1,525.3 | |

We conduct business in offices throughout the world.

| 2016 | $ | 276.8 | |

| 2017 | 207.7 | | |

| 2018 | 169.0 | | |

| 2019 | 145.7 | | |

| 2020 | 122.5 | | |

| Thereafter | 419.3 | | |

| | $ | 1,341.0 | |

Our common stock is listed and traded on the New York Stock [removed: Exchange, or NYSE,] [added: Exchange] under the symbol “OMC.” As of January [removed: 27, 2016,] [added: 25, 2017,] there were [removed: 2,194] [added: 2,138] registered holders of our common stock.

The quarterly high and low sales prices for our common stock [removed: reported by the NYSE] and dividends paid per share for [removed: 2015] [added: 2016] and [removed: 2014] [added: 2015] were:

Stock repurchases during the three months ended December 31, [removed: 2015] [added: 2016] were:

During the three months ended December 31, [removed: 2015,] [added: 2016,] we purchased [removed: 2,800,000] [added: 1,570,000] shares of our common stock in the open market for general corporate purposes and withheld [removed: 130,043] [added: 52,025] shares from employees to satisfy estimated statutory income tax obligations related to [added: vesting of] restricted stock [removed: vesting] [added: awards] and stock option exercises.

There were no unregistered sales of equity securities during the three months ended December 31, [removed: 2015.][added: 2016.]

For information on securities authorized for issuance under our equity compensation plans, see Item 12, “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters,” which relevant information will be included under the caption “Equity Compensation Plans” in our definitive proxy statement, which is expected to be filed with the SEC by April 14, [removed: 2016.][added: 2017.]

| 2016 | | | | | | | | | | | | |

| First Quarter | | $ | 84.23 | | | $ | 66.48 | | | $ | 0.50 | |

| Second Quarter | | 85.95 | | | | 75.61 | | | | 0.55 | | |

| Third Quarter | | 87.50 | | | | 79.94 | | | | 0.55 | | |

| Fourth Quarter | | 89.66 | | | | 78.67 | | | | 0.55 | | |

| October 1-31, 2016 | | 345,044 | | | $ | 82.97 | | | — | | — |

| November 1-30, 2016 | | 60,000 | | | 79.58 | | | | — | | — |

| December 1-31, 2016 | | 1,216,981 | | | 86.22 | | | | — | | — |

| | | 1,622,025 | | | $ | 85.28 | | | — | | — |

| | | | | | | | | | | | | |

| 2014 | | | | | | | | | | | | |

| First Quarter | | $ | 76.87 | | | $ | 70.59 | | | $ | 0.40 | |

| Second Quarter | | 72.84 | | | | 65.43 | | | | 0.50 | | |

| Third Quarter | | 74.14 | | | | 68.32 | | | | 0.50 | | |

| Fourth Quarter | | 78.49 | | | | 64.03 | | | | 0.50 | | |

| October 2015 | | 106,826 | | | $ | 71.50 | | | — | | — |

| November 2015 | | 4,484 | | | 72.36 | | | | — | | — |

| December 2015 | | 2,818,733 | | | 75.12 | | | | — | | — |

| | | 2,930,043 | | | $ | 74.98 | | | — | | — |

| For the years ended December 31: | [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | | | [removed: 2013] [added: 2014] | | | | [removed: 2012] [added: 2013] | | | | [removed: 2011] [added: 2012] | | |

| Revenue | $ | [removed: 15,134.4] [added: 15,416.9] | | | $ | [removed: 15,317.8] [added: 15,134.4] | | | $ | [removed: 14,584.5] [added: 15,317.8] | | | $ | [removed: 14,219.4] [added: 14,584.5] | | | $ | [removed: 13,872.5] [added: 14,219.4] | |

| Operating [removed: Income] [added: Profit] | [removed: 1,920.1] [added: 2,008.9] | | | | [removed: 1,944.1] [added: 1,920.1] | | | | [removed: 1,825.3] [added: 1,944.1] | | | | [removed: 1,804.2] [added: 1,825.3] | | | | [removed: 1,671.1] [added: 1,804.2] | | |

| Net Income - Omnicom Group Inc. | [removed: 1,093.9] [added: 1,148.6] | | | | [removed: 1,104.0] [added: 1,093.9] | | | | [removed: 991.1] [added: 1,104.0] | | | | [removed: 998.3] [added: 991.1] | | | | [removed: 952.6] [added: 998.3] | | |

| Basic | [removed: 4.43] [added: 4.80] | | | | [removed: 4.27] [added: 4.43] | | | | [removed: 3.73] [added: 4.27] | | | | [removed: 3.64] [added: 3.73] | | | | [removed: 3.38] [added: 3.64] | | |

| Diluted | [removed: 4.41] [added: 4.78] | | | | [removed: 4.24] [added: 4.41] | | | | [removed: 3.71] [added: 4.24] | | | | [removed: 3.61] [added: 3.71] | | | | [removed: 3.33] [added: 3.61] | | |

| Dividends Declared Per Common Share | [removed: 2.00] [added: 2.15] | | | | [removed: 1.90] [added: 2.00] | | | | [removed: 1.60] [added: 1.90] | | | | [removed: 1.20] [added: 1.60] | | | | [removed: 1.00] [added: 1.20] | | |

| At December 31: | [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | | | [removed: 2013] [added: 2014] | | | | [removed: 2012] [added: 2013] | | | | [removed: 2011] [added: 2012] | | |

| Cash and cash equivalents and short-term investments | $ | [removed: 2,619.7] [added: 3,022.8] | | | $ | [removed: 2,390.3] [added: 2,619.7] | | | $ | [removed: 2,728.7] [added: 2,390.3] | | | $ | [removed: 2,698.9] [added: 2,728.7] | | | $ | [removed: 1,805.0] [added: 2,698.9] | |

| Total Assets | [removed: 22,110.7] [added: 23,165.4] | | | | [removed: 21,428.4] [added: 22,110.7] | | | | [removed: 21,980.4] [added: 21,428.4] | | | | [removed: 21,971.4] [added: 21,980.4] | | | | [removed: 20,323.4] [added: 21,971.4] | | |

| Long-term debt | [removed: 3,564.2] [added: 4,920.5] | | | | [removed: 4,542.1] [added: 3,564.2] | | | | [removed: 3,763.3] [added: 4,542.1] | | | | [removed: 3,768.8] [added: 3,763.3] | | | | [removed: 2,510.6] [added: 3,768.8] | | |

| Convertible debt | — | | | | — | | | | [removed: 252.7] [added: —] | | | | [removed: 659.4] [added: 252.7] | | | | 659.4 | | |

| [removed: Long-term liabilities] [added: Long-Term Liabilities] | [removed: 800.5] [added: 892.3] | | | | [removed: 774.3] [added: 800.5] | | | | [removed: 685.1] [added: 774.3] | | | | [removed: 739.9] [added: 685.1] | | | | [removed: 602.0] [added: 739.9] | | |

| Total Shareholders’ Equity | [removed: 2,452.4] [added: 2,162.0] | | | | [removed: 2,850.0] [added: 2,452.4] | | | | [removed: 3,582.4] [added: 2,850.0] | | | | [removed: 3,460.8] [added: 3,582.4] | | | | [removed: 3,504.3] [added: 3,460.8] | | |

In 2014 and 2013, we incurred $8.8 million and $41.4 million, respectively, of expenses in connection with the proposed merger with Publicis Groupe S.A., or Publicis, which were primarily comprised of professional fees.

On May 8, 2014, the proposed merger was terminated.

Excluding the effect of the merger expenses from both years, Operating Income, Net Income - Omnicom Group Inc. and Diluted Net Income per Common Share - Omnicom Group Inc. for the years ended December 31, 2014 and 2013 were $1,952.9 million, $1,101.4 million and $4.23 and $1,866.7 million, $1,026.0 million and $3.84, respectively.

As described in Note 2 to the consolidated financial statements, on December 31, 2015, we adopted FASB Accounting Standards Update, or ASU, 2015-03, and FASB ASU 2015-17.

As a result, total assets and long-term debt for 2014, 2013, 2012 and 2011 have been adjusted to reflect the retrospective adoption of ASU 2015-03 and ASU 2015-17.

The adoption of ASU 2015-03 and ASU 2015-17 did not have any effect on results of operations or total shareholders’ equity.

Management, including our CEO and CFO, conducted an evaluation of the effectiveness of our disclosure controls and procedures as of December 31, [removed: 2015.][added: 2016.]

Based on that evaluation, our CEO and CFO concluded that, as of December 31, [removed: 2015,] [added: 2016,] our disclosure controls and procedures are effective to ensure that decisions can be made timely with respect to required disclosures, as well as ensuring that the recording, processing, summarization and reporting of information required to be included in our Annual Report on Form 10-K for the year ended December 31, [removed: 2015] [added: 2016] are appropriate.

Based on that evaluation, our CEO and CFO concluded that our internal control over financial reporting was effective as of December 31, [removed: 2015.][added: 2016.]

KPMG LLP, an independent registered public accounting firm that audited our consolidated financial statements included in this Annual Report on Form 10-K, has issued an attestation report on Omnicom’s internal control over financial reporting as of December 31, [removed: 2015,] [added: 2016,] dated February 9, [removed: 2016,] [added: 2017,] which is included on page [removed: F-3] [added: F-2] of this [removed: 2015] [added: 2016] 10-K.

The information regarding Executive Officers of the Registrant is included in Part I, Item 1, “Business.” Additional information called for by this Item, to the extent not included in this document, is incorporated herein by reference to the information to be included under the captions “Corporate Governance,” “Items To Be Voted On - Item 1 - Election of Directors,” “Additional Information - Section 16(a) Beneficial Ownership Reporting Compliance” and “Shareholder Proposals [added: and Director Nominations] For The [removed: 2017] [added: 2018] Annual Meeting” in our definitive proxy statement, which is expected to be filed with the SEC within 120 days of the fiscal year ended December 31, [removed: 2015,] [added: 2016,] or our Proxy Statement.

The information called for by this Item is incorporated herein by reference to the information to be included under the captions “Executive Compensation,” “Directors' Compensation For Fiscal [removed: 2015”] [added: 2016”] and “Corporate Governance - Compensation Committee Interlocks and Insider Participation” in our Proxy Statement.

| | [Management Report on Internal Control Over Financial [removed: Reporting](#s4264A2FB46A5E77581F1AC5A2A0BA562)] [added: Reporting](#sBDDEBCB458AD584C77114A91EDE6DE1D)] | [removed: [F-1](#s4264A2FB46A5E77581F1AC5A2A0BA562)] [added: [F-1](#sBDDEBCB458AD584C77114A91EDE6DE1D)] |

| | [Report of Independent Registered Public Accounting [removed: Firm](#sC00E62E5765699714ED9AC5A2A2C9557)] [added: Firm](#sB7D6D296ED3FC6BFEA934A91EE18956B)] | [removed: [F-2](#sC00E62E5765699714ED9AC5A2A2C9557)] [added: [F-2](#sB7D6D296ED3FC6BFEA934A91EE18956B)] |

| | Consolidated Balance Sheets at December 31, [removed: 2015] [added: 2016] and [removed: 2014] [added: 2015] | [removed: [F-4](#sC2BC4E0668FA7816AFDAAC5A0B70ECC9)] [added: [F-3](#sB35D48C42AE6D2DF3D364A91D21CBCA1)] |

| | Consolidated Statements of Income for the Three Years Ended December 31, [removed: 2015] [added: 2016] | [removed: [F-5](#s7BD4DEEB67EBC1424D87AC5A0A1325D6)] [added: [F-4](#sB830404C0637ED36F30C4A91D20ABB93)] |

| | Consolidated Statements of Comprehensive Income for the Three Years Ended December 31, [removed: 2015] [added: 2016] | [removed: [F-6](#sD8D244A592E8E978ABCBAC5A0BD2D99F)] [added: [F-5](#sE4F5D1D52DFA6DD48B484A91D1C0C573)] |

| | Consolidated Statements of Equity for the Three Years Ended December 31, [removed: 2015] [added: 2016] | [removed: [F-7](#s1AE9092572EE7F40BB54AC5A0ACBA009)] [added: [F-6](#s21741A7183256104BD864A91D23E141C)] |

| | Consolidated Statements of Cash Flows for the Three Years Ended December 31, [removed: 2015] [added: 2016] | [removed: [F-8](#sE4F38FEAD16D0474B8A0AC5A0B893367)] [added: [F-7](#s8F354C64B3FA379807EE4A91D1FFC7DC)] |

| | [Notes to Consolidated Financial [removed: Statements](#sF8A92321557F330A2725AC5A2BCDE22B)] [added: Statements](#s52704F0E47A7DD2FDF3B4A91EFAEBC60)] | [removed: [F-9](#s30D08299EB5F8DCD0947AC5A0A382161)] [added: [F-8](#sA59F3B2FC42FB2EBEB7D4A91D23887F9)] |

| | Selected Quarterly Financial Data (Unaudited) | [removed: [F-34](#sFF43C1995D39C9ADFF7CAC5A098971AF)] [added: [F-33](#s02D02BA0923740946C3A4A91D152B18B)] |

| | Schedule II - Valuation and Qualifying Accounts for the Three Years Ended December 31, [removed: 2015] [added: 2016] | [removed: [S-1](#sDBD63D661D60A6426D18AC5A09FEAE2A)] [added: [S-1](#s5745CFA5A14DB646F9774A91D1261FCF)] |

| 3(ii) | By-laws of Omnicom Group Inc., as amended and restated on [removed: May 22, 2012] [added: March 14, 2016] (Exhibit [removed: 3.2] [added: 3.1] to our Current Report on Form 8-K (File No. 1-10551) dated [removed: May 24, 2012] [added: March 15, 2016] and incorporated herein by reference). |

| [removed: 4.2] [added: 4.13] | [removed: First] [added: Second] Supplemental [removed: Indenture to the Form of the Senior Debt Securities] Indenture, dated as of [removed: March 29, 2006,] [added: April 6, 2016,] among Omnicom Group Inc., Omnicom Capital [removed: Inc., Omnicom Finance] Inc. and [removed: JPMorgan Chase Bank, N.A.,] [added: Deutsche Bank Trust Company Americas,] as trustee, in connection with [removed: our] [added: the] issuance of [removed: $1] [added: $1.4] billion [removed: 5.9%] [added: 3.60% Senior] Notes due [removed: 2016] [added: 2026] (Exhibit [removed: 4.2] [added: 4.1] to our Current Report on Form 8-K (File No. 1-10551) dated [removed: March 29, 2006 (“March 29, 2006 8-K”)] [added: April 6, 2016] and incorporated herein by reference). |

| [removed: 4.3] [added: 4.1] | [removed: Second Supplemental Indenture to the Form of the Senior Debt Securities] Indenture, dated as of July [removed: 20, 2012,] [added: 1, 2009,] among Omnicom Group Inc., Omnicom Capital [added: Inc., Omnicom Finance] Inc. and Deutsche Bank Trust Company Americas, as [removed: trustee,] [added: trustee (“2009 Base Indenture”)] (Exhibit [removed: 4.3] [added: 4.1] to our Current Report on Form 8-K (File No. 1-10551) dated July [removed: 20, 2012] [added: 1, 2009] (“July [removed: 20,2012] [added: 1, 2009] 8-K”) and incorporated herein by reference). |

| [removed: 4.4] [added: 4.7] | Form of [removed: 5.9%] [added: 6.25%] Notes due [removed: 2016] [added: 2019] (Exhibit 4.3 to the [removed: March 29, 2006] [added: July 1, 2009] 8-K and incorporated herein by reference). |

| [removed: 4.5] [added: 4.10] | [added: Base] Indenture, dated as of [removed: July 1, 2009,] [added: October 29, 2014,] among Omnicom Group Inc., Omnicom Capital [removed: Inc., Omnicom Finance] Inc. and Deutsche Bank Trust Company Americas, as [removed: trustee (“2009 Base Indenture”)] [added: trustee,] (Exhibit 4.1 to our Current Report on Form 8-K (File No. 1-10551) dated [removed: July 1, 2009 (“July 1, 2009] [added: October 29, 2014 (“October 29, 2014] 8-K”) and incorporated herein by reference). |

| [removed: 4.6] [added: 4.2] | First Supplemental Indenture to the 2009 Base Indenture, dated as of July 1, 2009, among Omnicom Group Inc., Omnicom Capital Inc., Omnicom Finance Inc. and Deutsche Bank Trust Company Americas, as trustee, in connection with our issuance of $500 million 6.25% Senior Notes due 2019 (Exhibit 4.2 to the July 1, 2009 8-K and incorporated herein by reference). |

| [removed: 4.7] [added: 4.3] | Second Supplemental Indenture to the 2009 Base Indenture, dated as of August 5, 2010, among Omnicom Group Inc., Omnicom Capital Inc., Omnicom Finance Inc. and Deutsche Bank Trust Company Americas, as trustee, in connection with our issuance of $1 billion 4.45% Senior Notes due 2020 (Exhibit 4.1 to our Current Report on Form 8-K (File No. 1-10551) dated August 5, 2010 (“August 5, 2010 8-K”) and incorporated herein by reference). |

| [removed: 4.8] [added: 4.4] | Third Supplemental Indenture to the 2009 Base Indenture, dated as of April 23, 2012, among Omnicom Group Inc., Omnicom Capital Inc., Omnicom Finance Inc. and Deutsche Bank Trust Company Americas, as trustee, in connection with our issuance of $750 million 3.625% Senior Notes due 2022 (Exhibit 4.1 to our Current Report on Form 8-K (File No. 1-10551) dated April 23, 2012 and incorporated herein by reference). |

| [removed: 4.9] [added: 4.5] | Fourth Supplemental Indenture to the 2009 Base Indenture, dated as of July 20, 2012, among Omnicom Group Inc., Omnicom Capital Inc. and Deutsche Bank Trust Company Americas, as trustee, (Exhibit 4.4 to the July 20, 2012 8-K and incorporated herein by reference). |

| [removed: 4.10] [added: 4.6] | Fifth Supplemental Indenture to the 2009 Base Indenture, dated as of August 9, 2012, among Omnicom Group Inc., Omnicom Capital Inc. and Deutsche Bank Trust Company Americas, as trustee, in connection with our issuance of $500 million 3.625% Senior Notes due 2022 (Exhibit 4.1 to our Current Report on Form 8-K (File No. 1-10551) dated August 9, 2012 (“August 9, 2012 8-K”) and incorporated herein by reference). |

| [removed: 4.11] [added: 4.12] | Form of [removed: 6.25%] [added: 3.65%] Notes due [removed: 2019] [added: 2024] (Exhibit 4.3 to the [removed: July 1, 2009] [added: October 29, 2014] 8-K and incorporated herein by reference). |

| [removed: 4.12] [added: 4.8] | Form of 4.45% Notes due 2020 (Exhibit 4.2 to the August 5, 2010 8-K and incorporated herein by reference). |

| [removed: 4.13] [added: 4.9] | Form of 3.625% Notes due 2022 (Exhibit 4.2 to the August 9, 2012 8-K and incorporated herein by reference). |

| [removed: 4.14] [added: 4.11] | [removed: Base] [added: First Supplemental] Indenture, dated as of October 29, 2014, among Omnicom Group Inc., Omnicom Capital Inc. and Deutsche Bank Trust Company Americas, as trustee, [added: in connection with our issuance of $750 million 3.65% Senior Notes due 2024] (Exhibit [removed: 4.1] [added: 4.2] to [removed: our Current Report on Form 8-K (File No. 1-10551) dated] [added: the] October 29, 2014 [removed: (“October 29, 2014 8-K”)] [added: 8-K] and incorporated herein by reference). |

| [removed: 10.2] [added: 10.7] | [removed: Instrument] [added: Form] of [removed: Resignation, Appointment and Acceptance, dated October 5, 2006, among] [added: Award Agreement under the] Omnicom Group [removed: Inc., Omnicom Capital Inc., Omnicom Finance Inc., JPMorgan Chase Bank, N.A. and Deutsche Bank Trust Company Americas] [added: Inc. SERCR Plan] (Exhibit [removed: 10.1] [added: 10.2] to our Current Report on Form 8-K (File No. 1-10551) dated [removed: October 11,] [added: December 13,] 2006 and incorporated herein by reference). |

| [removed: 10.3] [added: 10.2] | Director Equity Plan for Non-employee Directors (Appendix B to our Proxy Statement (File No. 1-10551) filed on April 23, 2004 and incorporated herein by reference). |

| [removed: 10.4] [added: 10.3] | Standard form of our Executive Salary Continuation Plan Agreement (Exhibit 10.5 to our Annual Report on Form 10-K (File No. 1-10551) for the year ended December 31, 2012 (“2012 10-K”) and incorporated herein by reference). |

| [removed: 10.5] [added: 10.4] | Standard form of the Director Indemnification Agreement (Exhibit 10.25 to our Annual Report on Form 10-K (File No. 1-10551) for the year ended December 31, 1989 and incorporated herein by reference). |

| [removed: 10.7] [added: 10.5] | Senior Management Incentive Plan as amended and restated on December 4, 2008 (Exhibit 10.9 to our Annual Report on Form 10-K (File No. 1-10551) for the year ended December 31, 2008 (“2008 10-K”) and incorporated herein by reference). |

| [removed: 10.8] [added: 10.6] | Omnicom Group Inc. SERCR Plan (Exhibit 10.10 to our Annual Report on Form 10-K (File No. 1-10551) for the year ended December 31, 2011 and incorporated herein by reference). |

| 10.9 | Form of [removed: Award] [added: Indemnification] Agreement [removed: under the Omnicom Group Inc. SERCR Plan] (Exhibit [removed: 10.2] [added: 10.1] to our [removed: Current] [added: Quarterly] Report on Form [removed: 8-K] [added: 10-Q] (File No. 1-10551) [removed: dated December 13, 2006] [added: for the quarter ended June 30, 2007] and incorporated herein by reference). |

| [removed: 10.10] [added: 10.8] | Omnicom Group Inc. Amended and Restated 2007 Incentive Award Plan (Appendix A to our Proxy Statement (File No. 1-10551) filed on April 15, 2010 and incorporated herein by reference). |

| [removed: 10.11] [added: 10.17] | Form of [removed: Indemnification] [added: Grant Notice and Performance Restricted Stock Unit] Agreement (Exhibit 10.1 to our Quarterly Report on Form 10-Q (File No. 1-10551) for the quarter ended June 30, [removed: 2007] [added: 2011] and incorporated herein by reference). |

| 10.12 | [removed: Director Compensation and Deferred] [added: Amendment No. 1 to the Restricted] Stock [removed: Program] [added: Deferred Compensation Plan] (Exhibit [removed: 10.13] [added: 10.18] to the [removed: 2012] [added: 2008] 10-K and incorporated herein by reference). |

| [removed: 10.13] [added: 10.10] | Restricted Stock Unit Deferred Compensation Plan (Exhibit 10.16 to the 2008 10-K and incorporated herein by reference). |

| [removed: 10.14] [added: 10.11] | Restricted Stock Deferred Compensation Plan (Exhibit 10.17 to the 2008 10-K and incorporated herein by reference). |

| [removed: 10.15] [added: 10.13] | Amendment No. [removed: 1] [added: 2] to the Restricted Stock Deferred Compensation Plan (Exhibit [removed: 10.18] [added: 10.19] to the 2008 10-K and incorporated herein by reference). |

| [removed: 10.17] [added: 10.14] | Form of Grant Notice and Option Agreement (Exhibit 10.20 to our Annual Report on Form 10-K (File No. 1-10551) for the year ended December 31, 2010 (“2010 10-K”) and incorporated herein by reference). |

| [removed: 10.18] [added: 10.15] | Form of Grant Notice and Restricted Stock Agreement (Exhibit 10.21 to 2010 10-K and incorporated herein by reference). |

| [removed: 10.19] [added: 10.16] | Form of Grant Notice and Restricted Stock Unit Agreement (Exhibit 10.22 to 2010 10-K and incorporated herein by reference). |

| 4.14 | Form of 3.60% Notes due 2026 (included in Exhibit 4.1 to our Current Report on Form 8-K (File No. 1-10551) dated April 6, 2016 and incorporated herein by reference). |

| 10.19 | Director Compensation and Deferred Stock Program. |

| | | |

| --- | --- | --- |

| | [Report of Independent Registered Public Accounting Firm](#sF652558E162BD3496805AC5A2A5E8FC5) | [F-3](#sF652558E162BD3496805AC5A2A5E8FC5) |

| | |

| --- | --- |

| 4.1 | Form of Senior Debt Securities Indenture (Exhibit 4.1 to our Registration Statement on Form S-3 (Registration No. 333-132625) dated March 22, 2006 and incorporated herein by reference). |

| 4.15 | First Supplemental Indenture, dated as of October 29, 2014, among Omnicom Group Inc., Omnicom Capital Inc. and Deutsche Bank Trust Company Americas, as trustee, in connection with our issuance of $750 million 3.65% Senior Notes due 2024 (Exhibit 4.2 to the October 29, 2014 8-K and incorporated herein by reference). |

| 4.16 | Form of 3.65% Notes due 2024 (Exhibit 4.3 to the October 29, 2014 8-K and incorporated herein by reference). |

| 10.6 | Equity Incentive Plan (Exhibit 4.3 to our Registration Statement on Form S-8 (Registration No. 333-108063) dated August 18, 2003 and incorporated herein by reference). |

| 10.16 | Amendment No. 2 to the Restricted Stock Deferred Compensation Plan (Exhibit 10.19 to the 2008 10-K and incorporated herein by reference). |

| 10.20 | Form of Grant Notice and Performance Restricted Stock Unit Agreement (Exhibit 10.1 to our Quarterly Report on Form 10-Q (File No. 1-10551) for the quarter ended June 30, 2011 and incorporated herein by reference). |

| 10.22 | Separation Agreement and General Release between Omnicom Management Inc. and Randall J. Weisenburger (Exhibit 10.23 to our Annual Report on Form 10-K (File No. 1-10551) for the year ended December 31, 2014 and incorporated herein by reference). |

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

| | | OMNICOM GROUP INC. |

| February 9, 2016 | BY: | /s/ PHILIP J. ANGELASTRO |

| | | Philip J. Angelastro Executive Vice President and Chief Financial Officer |

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

| Signature | Title | Date |

| /s/ BRUCE CRAWFORD | Chairman and Director | February 9, 2016 |

| Bruce Crawford | | |

| /s/ JOHN D. WREN | Chief Executive Officer and President and Director (Principal Executive Officer) | February 9, 2016 |

| John D. Wren | | |

| /s/ PHILIP J. ANGELASTRO | Executive Vice President and Chief Financial Officer (Principal Financial Officer) | February 9, 2016 |

| Philip J. Angelastro | | |

| /s/ ANDREW L. CASTELLANETA | Senior Vice President, Chief Accounting Officer (Principal Accounting Officer) | February 9, 2016 |

| Andrew L. Castellaneta | | |

| /s/ ALAN R. BATKIN | Director | February 9, 2016 |

| Alan R. Batkin | | |

| /s/ MARY C. CHOKSI | Director | February 9, 2016 |

| Mary C. Choksi | | |

| /s/ ROBERT CHARLES CLARK | Director | February 9, 2016 |

| Robert Charles Clark | | |

| /s/ LEONARD S. COLEMAN, JR. | Director | February 9, 2016 |

| Leonard S. Coleman, Jr. | | |

| /s/ ERROL M. COOK | Director | February 9, 2016 |

| Errol M. Cook | | |

| /s/ SUSAN S. DENISON | Director | February 9, 2016 |

| Susan S. Denison | | |

| /s/ MICHAEL A. HENNING | Director | February 9, 2016 |

None.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

| | | |

| --- | --- | --- |

| | | |

| | | OMNICOM GROUP INC. |

| February 9, 2017 | BY: | /s/ PHILIP J. ANGELASTRO |

| | | Philip J. Angelastro Executive Vice President and Chief Financial Officer |

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

| | | |

| --- | --- | --- |

| | | |

| Signature | Title | Date |

| | | |

| /s/ BRUCE CRAWFORD | Chairman and Director | February 9, 2017 |

| Bruce Crawford | | |

| | | |

| /s/ JOHN D. WREN | Chief Executive Officer and President and Director (Principal Executive Officer) | February 9, 2017 |

| John D. Wren | | |

| | | |

| /s/ PHILIP J. ANGELASTRO | Executive Vice President and Chief Financial Officer (Principal Financial Officer) | February 9, 2017 |

| Philip J. Angelastro | | |

| | | |

| /s/ ANDREW L. CASTELLANETA | Senior Vice President, Chief Accounting Officer (Principal Accounting Officer) | February 9, 2017 |

| Andrew L. Castellaneta | | |

| | | |

| /s/ ALAN R. BATKIN | Director | February 9, 2017 |

| Alan R. Batkin | | |

| | | |

| /s/ MARY C. CHOKSI | Director | February 9, 2017 |

| Mary C. Choksi | | |

| | | |

| /s/ ROBERT CHARLES CLARK | Director | February 9, 2017 |

| Robert Charles Clark | | |

| | | |

| /s/ LEONARD S. COLEMAN, JR. | Director | February 9, 2017 |

| Leonard S. Coleman, Jr. | | |

| | | |

| /s/ SUSAN S. DENISON | Director | February 9, 2017 |