Omnicom Group (OMC) 10-K risk factor changes: FY2017 vs FY2016

Such actions would reduce the demand for our services and could result in a reduction in [added: our] revenue, which would adversely affect our business, results of operations and financial position.

Our 100 largest clients [removed: comprised] [added: represent] approximately [removed: 52%] [added: 51%] of our [removed: revenue in 2016.][added: revenue.]

Increased cybersecurity threats and [removed: attacks] [added: attacks, which are becoming more sophisticated,] pose a risk to our systems and networks.

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

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, [removed: misplaced] [added: modification] or [removed: lost] [added: loss of] data, employee malfeasance and additional known and unknown threats.

Further, laws and regulations, related to user privacy, use of personal information and Internet tracking technologies have been proposed or enacted in the United States and [removed: certain] [added: a number of] international markets.

Additionally, [removed: we] [added: our operations] are subject to [removed: U.S. and international anti-corruption and anti-bribery laws, including] the [added: United States] Foreign Corrupt Practices Act [removed: of 1977, in all jurisdictions where we operate.][added: and other anti-corruption and anti-bribery laws and regulations.]

These laws [added: and regulations] are complex and stringent and any violation [removed: of these laws] could have an adverse effect on our business and reputation.

Generally, our businesses are not directly affected by current cap and trade laws and other regulatory requirements aimed at mitigating the impact of climate change by reducing emissions or [removed: otherwise; although,] [added: otherwise, although] our businesses could be in the future.

Our international operations represent approximately 46% of our revenue.

We install new systems or upgrade our existing systems to prevent, detect, address and mitigate cybersecurity incidents and we provide employee awareness training of cybersecurity risks.

Cybersecurity incidents at these providers could adversely affect our business and reputation.

Our international operations comprised approximately 44% of our revenue in 2016.

On a global, pan-regional and local basis, our networks and agencies provide a comprehensive range of services in [removed: four] [added: the following] fundamental disciplines: advertising, [removed: CRM,] [added: CRM,which as described below includes CRM Consumer Experience and CRM Execution & Support,] public relations and [removed: specialty communications.][added: healthcare.]

[removed: The] [added: Our] fundamental [removed: premise of our] business [added: principle] is that our clients’ specific [added: marketing] requirements [removed: should be] [added: are] the central focus [removed: in] [added: of] how we [removed: deliver] [added: structure] our [removed: services] [added: service offerings] and allocate our resources.

This client-centric business model requires that multiple agencies [added: within Omnicom] collaborate in formal and informal virtual [removed: networks that cut across internal organizational structures to deliver consistent brand messages for a specific] client [removed: and execute against each of] [added: networks utilizing] our [removed: clients’ specific marketing requirements.][added: key client matrix organization structure.]

In [removed: 2016,] [added: 2017,] our largest client represented 3.0% of revenue and our 100 largest clients, which represent many of the world's major marketers, comprised approximately [removed: 52%] [added: 51%] of revenue.

As described in more detail below, in [removed: 2016] [added: 2017] our revenue [removed: increased $282.5] [added: decreased $143.3] million, or [removed: 1.9%,] [added: 0.9%,] compared to [removed: 2015.][added: 2016.]

Beginning in the [removed: fourth] [added: third] quarter of [removed: 2014] [added: 2017, the Euro] and [removed: continuing throughout 2015, substantially all] [added: a number of] foreign currencies [removed: weakened] [added: strengthened] against the U.S. Dollar.

[removed: In 2016, changes] [added: Changes] in foreign exchange rates reduced revenue [removed: by] $283.8 million, [removed: or 1.9%, acquisitions,] [added: acquisition revenue] net of [removed: dispositions,] [added: disposition revenue,] increased revenue [added: by] $38.2 [removed: million, or 0.3%,] [added: million] and organic growth increased revenue $528.1 [removed: million, or 3.5%.][added: million.]

[removed: The major economies] [added: Most] of [added: our businesses in] Asia [removed: had] [added: continue their] modest [removed: economic] growth consistent with recent periods.

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: 2017] [added: 2018] revenue to increase modestly [added: and over the long term to be] 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 [added: disciplines and] business platforms, expand our operations in [removed: the] high-growth and emerging markets and enhance our capabilities to leverage new technologies that are being used by marketers today.

In addition, we continually evaluate our portfolio of businesses to identify non-strategic or [removed: under performing business] [added: underperforming businesses] for disposition.

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

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

[removed: Across] [added: The change in revenue in 2017 across] our principal regional [removed: markets, the changes in revenue] [added: markets] were: North America [removed: increased 1.6%, Europe] decreased [removed: 1.0%,] [added: 5.3%, Europe increased 5.7%,] Latin America increased [removed: 28.4%] [added: 16.8%] and Asia Pacific increased [removed: 4.1%.][added: 0.9%.]

In [removed: North America, moderate] [added: Europe,] growth in [removed: the United States] [added: substantially all markets] and [removed: strong growth in Canada] [added: the strengthening of the Euro against the U.S. Dollar] was partially offset by the weakening of the [removed: Canadian Dollar] [added: British Pound] against the U.S. Dollar.

In Europe, growth in [removed: the U.K., Spain, Russia] [added: substantially all markets] and [removed: Italy] [added: the strengthening of the Euro against the U.S. Dollar] was [added: partially] offset by the weakening of the British Pound [removed: and Russian Ruble] against the U.S. [removed: Dollar and negative performance in the Netherlands.][added: Dollar.]

The increase in revenue in Latin America was a result of our acquisition activity in [removed: Brazil, which was partially offset by] [added: Colombia, growth in Mexico and] the [removed: weakening] [added: strengthening] of [removed: most currencies in] the [removed: region] [added: Brazilian Real] against the U.S. Dollar, [removed: especially] [added: which was substantially offset by] the [removed: Brazilian Real.][added: continued economic weakness in Brazil and negative performance in that market.]

Salary and service costs, which tend to fluctuate with changes in revenue, increased [removed: $204.5] [added: $191.9] million, or [removed: 1.8%,] [added: 1.7%,] in 2016 compared to 2015.

Occupancy and other costs, which are less directly linked to changes in revenue than salary and service costs, [removed: decreased $24.7] [added: increased $1.5] million, or [removed: 2.0%,] [added: 0.1%,] in [removed: 2016] [added: 2017] compared to [removed: 2015.][added: 2016.]

Earnings before interest, taxes and amortization of intangible assets, or [removed: EBITA, margin] [added: EBITA margin,] in [removed: 2016] [added: 2017] was [removed: 13.8%,] [added: 14.2%,] as compared to [removed: 13.4%] [added: 13.8%] in [removed: 2015.][added: 2016.]

Net interest expense [removed: for 2016] increased $25.6 million [added: year-over-year] to $167.1 million [removed: from $141.5 million] in [removed: 2015.][added: 2016.]

[added: |] Interest [removed: expense][added: Expense | 224.5 | | | | 209.7 | | |]

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

[removed: By settling] [added: In January 2016, we settled] the [removed: swap,] [added: interest rate swap on the 2022 Notes and] 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%.

Concurrent with the issuance of [removed: the] [added: $1.4 billion principal amount of 3.60% Notes due] 2026 [removed: Notes,] [added: in April 2016,] we entered into a $500 million fixed-to-floating interest rate swap on the [removed: 2026 Notes.][added: notes.]

[removed: At] [added: Our long-term debt portfolio at] December 31, 2016, [added: after taking into consideration] our [removed: debt portfolio] [added: outstanding interest rate swaps,] 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.

Our effective tax rate for [removed: 2016] [added: 2017] was [removed: 32.6%] [added: 36.9%] compared to [removed: 32.8%] [added: 32.6%] for [removed: 2015.][added: 2016.]

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

The year-over-year [removed: increase] [added: decrease] is due to the [added: impact of the Tax Act of $106.3 million, which is partially offset by the after tax increase from the] factors described above.

Diluted net income per [removed: common] share - Omnicom Group Inc. increased 8.4% to $4.78 in 2016, compared to $4.41 in 2015 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 restricted stock awards and stock option exercises and shares issued under our employee stock purchase plan.

Readers are encouraged to consider this summary together with our financial statements and the related notes, including Note 2, [removed: Significant Accounting Policies,] for a more complete understanding of the critical accounting policies discussed below.

[removed: Our] [added: We prepare our] financial statements [removed: are prepared] in conformity with U.S. GAAP and [removed: require us] [added: are required] to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes.

In [removed: 2016,] [added: 2017,] we completed [removed: 5] [added: four] acquisitions of new subsidiaries.

Under FASB ASC Topic 350, Intangibles - Goodwill and Other, we have the option of either assessing qualitative factors to determine whether it is more-likely-than-not that the carrying value of our reporting units exceeds their respective fair value or proceeding directly to [removed: Step 1 of] the goodwill impairment test.

Although not required, we performed [removed: Step 1 of] the annual impairment test and compared the fair value of each of our reporting units to its respective carrying value, including goodwill.

We identified our regional reporting units as components of our operating segments, which are our five [added: global] agency networks.

They report to the segment managers and facilitate the administrative and logistical requirements of our [removed: client-centric strategy] [added: key client matrix organization structure] for delivering services to clients in their regions.

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

Consistent with our fundamental business strategy, the agencies within our regional reporting units serve similar clients in [added: 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 occupancy and other costs, which include rent and occupancy costs, technology costs that are generally limited to [removed: personal computers, servers and off-the-shelf software and other overhead expenses.]

This collaboration allows us to cut across our internal organizational structures to execute our clients’ marketing requirements in a consistent and comprehensive manner.

Our clients operate in virtually every sector of the global economy with no one industry comprising more than 14% of our revenue in 2017.

Changes in foreign exchange rates negatively impacted revenue in the first six months of 2017.

Beginning in the third quarter of 2017, the Euro and a number of other foreign currencies strengthened against the U.S. Dollar.

As a result, changes in foreign exchange rates for 2017 had a marginal effect on our revenue.

In 2017, changes in foreign exchange rates increased revenue by $42.9 million, or 0.3%.

Acquisition revenue, net of disposition revenue, reduced revenue $647.3 million, or 4.2%, primarily reflecting the sale of our specialty print media and organic growth increased revenue $461.1 million, or 3.0%.

In 2017, our agencies in North America continued their modest growth as activity in the United States varied across our service disciplines and growth slowed in the second half of the year relative to the first half.

Our businesses in the United Kingdom, or the U.K., and Europe had solid performance.

However, while improving in 2017, the continuing uncertain economic and political conditions in the European Union, or the EU, have been further complicated by the official notification from the U.K. to the European Council to withdraw from the EU.

In Brazil, unstable economic and political conditions contributed to the continuing volatility in the market and our agencies experienced negative growth.

As clients increase their demands for marketing effectiveness and efficiency, they have made it a practice to consolidate their business within one service provider in the pursuit of a single engagement covering all consumer touch points.

We have structured our business around these trends.

We believe that our key client matrix organization structure approach to collaboration and integration of our services and solutions have provided a competitive advantage to our business in the past and we expect this to continue over the medium and long term.

In addition, during 2017, we continued the process of forming practice areas within our global network structure to bring together agencies operating in common disciplines to leverage existing resources and to create, in close coordination with our key client matrix organization, additional custom client solutions.

We expect to complete this process in 2018.

In North America, modest growth in the United States and Canada was offset by the disposition of our specialty print media business in the second quarter.

In Asia Pacific, growth in most countries in the region, especially Australia, India, Japan and Singapore, was partially offset by disposition activity.

In an effort to monitor the changing needs of our clients and to better capture the expanded scope of our services, in the fourth quarter of 2017, we realigned our service disciplines.

As a result, our CRM discipline was grouped into two separate categories: CRM Consumer Experience, which includes Omnicom Precision Marketing Group’s digital / direct marketing agencies, as well as our branding agencies, shopper marketing agencies and our experiential marketing agencies; and, CRM Execution & Support, which includes field marketing, sales support, merchandising and point of sale, as well as other specialized marketing and custom communications services.

Also, we realigned and renamed our former specialty communications discipline so that it now exclusively includes agencies offering healthcare marketing and communications services.

The change in revenue in 2017 compared to 2016, in our service disciplines was: advertising decreased 0.6%, CRM Consumer Experience decreased 3.2%, CRM Execution & Support decreased 1.6%, public relations increased 0.1% and healthcare increased 3.3%.

The decrease in advertising primarily reflects the sale of our specialty print media business in April 2017.

Operating expenses for 2017 decreased 1.4% compared to 2016.

Salary and service costs, which tend to fluctuate with changes in revenue, decreased $190.9 million, or 1.7%, in 2017 compared to 2016.

Operating profit increased $50.8 million year-over-year.

As a result, operating margin increased year-over-year to 13.5% from 13.0%.

Net interest expense increased $7.7 million year-over-year to $174.8 million in 2017.

Interest expense increased $14.8 million to $224.5 million in 2017.

Interest income increased $7.1 million to $49.7 million in 2017 compared to 2016.

On December 22, 2017, the Tax Act was enacted into law.

The Tax Act reduced the U.S. federal statutory income tax rate to 21% from 35% for tax years beginning after December 31, 2017 and made several changes to existing tax law that affect our tax assets and liabilities related to previously reported taxable income.

The significant changes require that we record tax expense on the accumulated earnings of our foreign subsidiaries and adjust our previously reported deferred tax positions to reflect the impact of the revised statutory federal rate as of the enactment date.

In December 2017, the SEC issued Staff Accounting Bulletin 118, or SAB 118, which provides guidance on accounting for the impact of the Tax Act.

SAB 118 provides that provisional amounts should be recognized in our financial statements where accounting for certain effects of the Tax Act are not complete and a reasonable estimate of the effects of the Tax Act can be made.

Accordingly, at December 31, 2017, we have estimated the effect of the Tax Act and recorded a net increase to income tax expense of $106.3 million.

Our estimate is based on our understanding of the Tax Act and currently available guidance.

We expect to revise this estimate in future periods as further information becomes available.

See Note 10 to the consolidated financial statements for additional information.

The increase is attributable to the estimated impact of the Tax Act of $106.3 million partially offset by the recognition of an excess tax benefit from share-based compensation of $20.8 million resulting from the adoption of FASB ASU 2016-09 (see Note 1 to the consolidated financial statements).

Our business is spread across a number of industry sectors with no one industry comprising more than 14% of our revenue in 2016.

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.

In Brazil, unstable economic and political conditions contributed to the continuing downward economic trend that began in the second quarter of 2015.

Additionally, in an effort to gain greater efficiency and effectiveness from their total marketing expenditures, clients continue to require greater coordination of marketing activities.

We believe these trends have benefited our business in the past and over the medium and long term will continue to provide a competitive advantage to us.

In 2016, revenue increased 1.9% compared to 2015.

Changes in foreign exchange rates reduced revenue 1.9%, acquisitions, net of dispositions, increased revenue 0.3% and organic growth increased revenue 3.5%.

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

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

Operating expenses increased 1.5% in 2016 compared to 2015.

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

In January 2016, we settled the interest rate swap on the 2022 Notes.

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.

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.

similar industries, and in many cases the same clients.

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”), which will replace all existing revenue recognition guidance under U.S. GAAP.

On July 9, 2015, the FASB approved a one-year deferral of the effective date of ASU 2014-09 to all annual and interim periods beginning after December 15, 2017.

ASU 2014-09 provides for one of two methods of transition: retrospective application to each prior period presented or recognition of the cumulative effect of retrospective application of the new standard as of the beginning of the period of initial application.

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

Presently, we are not yet in a position to conclude on the transition method we will choose.

Based on our initial assessment, the impact of the application of the new standard will likely result in a change in the timing of our revenue recognition for performance incentives received from clients.

Under the new standard, we will be required to estimate the amount of the incentive that will be earned at the inception of the contract and recognize the incentive over the term of the contract.

While performance incentives are not material to our revenue, this will result in an acceleration of revenue recognition for certain contract incentives compared to the current method.

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.

Additional information about our revenue recognition policy appears in Note 2 to the consolidated financial statements.

Share-Based Compensation

The majority of our incentive based share awards represent restricted stock awards and performance restricted stock awards, or PRSUs.

Share-based compensation for these awards is determined and fixed on the grant date using the closing price of our common stock and we have assumed that substantially all the PRSUs will vest.

Share-based compensation expense of $93.4 million, $99.4 million and $93.5 million in 2016, 2015 and 2014, respectively, primarily resulted from restricted stock awards.

Information about our stock award plans can be found in Note 9 to the consolidated financial statements.

Changes in foreign exchange rates reduced revenue $283.8 million, acquisitions, net of dispositions, increased revenue $38.2 million and organic growth increased revenue $528.1 million.

| • | Acquisitions, net of dispositions, is calculated by aggregating the prior period revenue of the acquired businesses, less the prior period revenue of any business that was disposed of in the current period. |

Our results of operations are subject to risk from the translation to U.S. Dollars of the revenue and expenses of our foreign operations, which are generally denominated in their local currency.

In an effort to monitor the changing needs of our clients and to further expand the scope of our services to key clients, we monitor revenue across a broad range of disciplines and group them into the following four categories: advertising, CRM, public relations and specialty communications.

| CRM | 4,738.3 | | | | 30.7 | % | | 4,913.1 | | | | 32.5 | % | | (174.8 | | ) | | (3.6 | )% | | (0.3 | )% |

| Specialty communications | 1,109.3 | | | | 7.2 | % | | 1,067.7 | | | | 7.0 | % | | 41.6 | | | | 3.9 | % | | 4.6 | % |

| | | | | | | |

We use interest rate swaps to manage our interest expense and structure our [added: long-term] debt portfolio to achieve a mix of fixed rate and floating rate debt.

We do not use [removed: derivative instruments] [added: derivatives] for trading or speculative purposes.

[removed: Utilizing derivative instruments] [added: Using derivatives] exposes us to the risk that counterparties to the derivative contracts will fail to meet their contractual obligations.

We evaluate the effects of changes in foreign currency exchange rates, interest rates and other relevant market risks on our [removed: derivative instruments.][added: derivatives.]

We periodically determine the potential loss from market risk on our [removed: derivative instruments] [added: derivatives] by performing a value-at-risk, or VaR, analysis.

VaR is a statistical model that [removed: utilizes] [added: uses] historical currency exchange and interest rate data to measure the potential impact on future earnings of our derivative financial instruments assuming normal market conditions.

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: 2016] [added: 2017] was not significant.

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

Our international operations represent approximately [removed: 44%] [added: 46%] of our revenue.

[removed: At December 31, 2016 and 2015,] [added: To manage that risk,] we had outstanding forward foreign exchange contracts with an aggregate notional amount of [added: $92.8 million and] $99.0 million [added: at December 31, 2017] and [removed: $22.1 million, respectively, to manage the foreign exchange risk associated with these activities.][added: 2016, respectively.]

[removed: At December 31, 2016 and 2015,] [added: To manage that risk,] we had outstanding forward foreign exchange contracts with an aggregate notional amount of [added: $136.3 million and] $94.0 million [added: at December 31, 2017] and [removed: $85.9 million, respectively, to manage the foreign exchange risk of these activities.][added: 2016, respectively.]

The [added: net] fair value of the forward foreign contracts at December 31, [removed: 2016] [added: 2017] and [removed: 2015] [added: 2016] was a [removed: net liability] [added: current asset] of [removed: $1.1] [added: $0.9] million and [removed: $0.1] [added: a current liability of $1.1] million, respectively.

Foreign currency [removed: derivative instruments] [added: derivatives] are designated as economic hedges; therefore, any gain or loss in fair value incurred on those instruments is generally offset by decreases or increases in the fair value of the underlying exposures.

By using these financial instruments, we reduced financial risk of adverse foreign exchange changes by foregoing any gain [removed: (reward)] which might have occurred if the markets moved favorably.

At December 31, [removed: 2016, the total principal amount of our fixed rate senior notes was $4.9 billion and] [added: 2017,] the total [added: notional] amount of the [added: outstanding] fixed-to-floating interest rate swaps was $1.25 billion.

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

We provide advertising, marketing and corporate communications services to several thousand clients [removed: who] [added: that] operate in nearly every 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 represented 3.0% of revenue in [removed: 2016.][added: 2017.]

We manage that risk through careful selection and ongoing evaluation of the counterparty financial institutions based on specific minimum credit standards and other factors.

Changes in the value of foreign currencies against the U.S. Dollar affect our results of operations and financial position.

The terms of our forward foreign exchange contracts are generally less than 90 days.

To mitigate counterparty credit risk, we have a policy of only entering into derivative contracts with carefully selected major financial institutions based on specific minimum credit standards and other factors.

Our results of operations are subject to risk from the translation to U.S. Dollars of the revenue and expenses of our foreign operations, which are generally denominated in their local currency.

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

Services [removed: in these] [added: across our] disciplines include:

| [removed: advertising] [added: interactive marketing] | | [removed: interactive] [added: social media] marketing |

| [removed: brand consultancy] [added: advertising] | | investor relations |

| [removed: content marketing] [added: branding] | | marketing research |

| corporate social responsibility consulting | | [removed: media planning] [added: merchandising] and [removed: buying] [added: point of sale] |

| [added: digital /] direct marketing | | package design |

| entertainment marketing | | [removed: product placement] [added: promotional marketing] |

| financial/corporate business-to-business advertising | | [removed: reputation consulting] [added: retail marketing] |

| graphic arts/digital imaging | | [removed: retail marketing] [added: sales support] |

| healthcare [added: marketing and] communications | | search engine marketing |

| instore design | | [removed: social media] [added: shopper] marketing |

[removed: Accordingly, our] [added: This client-centric] business model requires that multiple agencies within Omnicom collaborate in formal and informal virtual client networks [removed: that cut across internal organizational structures to execute against] [added: utilizing] our [removed: clients’ specific marketing requirements.][added: key client matrix organization structure.]

We believe that this organizational philosophy, [removed: and] our ability to execute [removed: it,] [added: on it and our key client matrix organization structure] differentiates us from our [removed: competitors.][added: competition.]

Our over-arching [removed: business] strategy is to continue to use our virtual [added: client] networks to grow our business relationships with our [removed: clients.][added: largest clients by serving them across our networks, disciplines and geographies.]

The various components of our business, including revenue by discipline and geographic area, and material factors that affected us in [removed: 2016] [added: 2017] 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 [removed: the] [added: our] acquisitions or dispositions, individually or in the aggregate, in the three year period ended December 31, [removed: 2016] [added: 2017] was material to our results of operations or financial position.

[removed: In 2016, our] [added: Our] United States operations [removed: comprised] [added: represent] approximately [removed: 56%] [added: 54%] of our revenue.

In many cases, multiple agencies or networks serve different [removed: brand and/or] [added: brand,] product [removed: groups] [added: groups, or both] within the same client.

For example, in [removed: 2016] [added: 2017] our largest client represented 3.0% of revenue and was served by more than 250 of our agencies.

Our 100 largest clients, which represent many of the world's major marketers, comprised approximately [removed: 52%] [added: 51%] of revenue and were each served, on average, by more than 50 of our agencies.

Common to all is the ability to understand a client’s brand or product and their selling proposition and to develop a unique message to communicate the value of the brand or product to the client’s target [removed: audience.][added: audience, whether through traditional channels or emerging digital platforms.]

At January [removed: 25, 2017,] [added: 31, 2018,] our executive officers were:

| Bruce Crawford | Chairman of the Board | [removed: 87] [added: 88] |

| John D. Wren | President and Chief Executive Officer | [removed: 64] [added: 65] |

| Philip J. Angelastro | Executive Vice President and Chief Financial Officer | [removed: 52] [added: 53] |

| Michael J. O’Brien | Senior Vice President, General Counsel and Secretary | [removed: 55] [added: 56] |

| Dennis E. Hewitt | Treasurer | [removed: 72] [added: 73] |

| Andrew L. Castellaneta | Senior Vice President, Chief Accounting Officer | [removed: 58] [added: 59] |

| Peter L. Swiecicki | Senior Vice President, Finance and Controller | [removed: 58] [added: 59] |

| Jonathan B. Nelson | CEO, Omnicom Digital | [removed: 49] [added: 50] |

Each executive officer has held his present position for at least five years, except: Mr. Angelastro was named Executive Vice President and Chief Financial Officer in September 2014 and previously served as Senior Vice President Finance and Controller from 2002 until September 2014; Mr. [added: Sherman was named Executive Vice President in April 2014 and previously served as Chief Executive Officer of JWT North America from June 2013 to April 2014 and previously held various positions with BBDO Worldwide from 1997 until 2013; Mr.] Castellaneta was named Senior Vice President, Chief Accounting Officer in January 2015 and previously served as Assistant Controller from 2000 until January 2015; and, Mr. Swiecicki was named [added: Senior Vice President, Finance and Controller in January 2015 and previously served as Director of Business Operations from 2013 until January 2015 and previously held various positions with BBDO Worldwide from 1983 until 2013.]

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 [removed: 14, 2017.][added: 12, 2018.]

In an effort to monitor the changing needs of our clients and to better capture the expanded scope of our services, in the fourth quarter of 2017, we realigned our service disciplines.

As a result, our CRM discipline was grouped into two separate categories: CRM Consumer Experience, which includes Omnicom Precision Marketing Group’s digital / direct marketing agencies, as well as our branding agencies, shopper marketing agencies and our experiential marketing agencies; and, CRM Execution & Support, which includes field marketing, sales support, merchandising and point of sale, as well as other specialized marketing and custom communications services.

Also, we realigned and renamed our former specialty communications discipline so that it now exclusively includes agencies offering healthcare marketing and communications services.

| content marketing | | media planning and buying |

| digital transformation | | product placement |

Our fundamental business principle is that our clients’ specific marketing requirements are the central focus of how we structure our service offerings and allocate our resources.

This collaboration allows us to cut across our internal organizational structures to execute our clients’ marketing requirements in a consistent and comprehensive manner.

In addition, during 2017, we continued the process of forming practice areas within our global network structure to bring together agencies operating in common disciplines to leverage existing resources and to create, in close coordination with our key client matrix organization, additional custom client solutions.

As clients increase their demands for marketing effectiveness and efficiency, they have made it a practice to consolidate their business within one service provider in the pursuit of a single engagement covering all consumer touch points.

We have structured our business around this trend.

We believe that our key client matrix organization structure approach to collaboration and integration of our services and solutions has provided a competitive advantage to our business in the past and we expect this to continue over the medium and long term.

Our key client matrix organization structure facilitates superior client management and allows for greater integration of the services required by the world’s largest brands.

At December 31, 2017, we employed approximately 77,300 people worldwide.

| Peter K. Sherman | Executive Vice President | 54 |

| environmental design | | promotional marketing |

The fundamental premise of our business is to deliver our services and allocate our resources based on the specific requirements of our clients.

As clients increase their demands for marketing effectiveness and efficiency, they have tended to consolidate their business with larger, multi-disciplinary agencies or integrated groups of agencies.

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.

Further, we believe that our virtual network strategy facilitates better integration of services required by the demands of the marketplace for our services.

At December 31, 2016, we employed approximately 78,500 people.

Senior Vice President, Finance and Controller in January 2015 and previously served as Director of Business Operations from 2013 until January 2015 and previously held various positions with BBDO Worldwide from 1983 until 2013.

[removed: In addition, on] [added: 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.

FOR FISCAL YEAR ENDED DECEMBER 31, [removed: 2016][added: 2017]

[removed: |] Yes þ [removed: |] No o [removed: |]

[removed: |] Yes o [removed: |] No þ [removed: |]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, [removed: or] a smaller reporting [added: company or an emerging growth] company.

| Large accelerated filer þ | Accelerated filer o | Non-accelerated filer o | [removed: Smaller reporting company o |]

The aggregate market value of the voting and non-voting common stock held by non-affiliates as of June 30, [removed: 2016] [added: 2017] was [removed: $19,273,554,000.][added: $19,093,687,000.]

As of January [removed: 25, 2017,] [added: 31, 2018,] there were [removed: 234,530,246] [added: 230,267,646] 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: 25, 2017] [added: 22, 2018] 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: 2016][added: 2017]

| [Item [removed: 1A.](#s28ADB3C6AC6A76250C9E4A92F9D7F472)] [added: 1A.](#sD933CDE95385588FA968D9D87DD1C667)] | [Risk [removed: Factors](#sC500C4B24D5A1E4449674A91E8D79402)] [added: Factors](#sD11AA26835875C5A996126725C6AA0C7)] | [removed: [3](#sC500C4B24D5A1E4449674A91E8D79402)] [added: [3](#sD11AA26835875C5A996126725C6AA0C7)] |

| [Item [removed: 1B.](#s3205EFF22AFC17D32C5C4A92F9DC992B)] [added: 1B.](#sF8C974B1B54C5EC19EFBCBA23B20DE21)] | [Unresolved Staff [removed: Comments](#s62ADB465C0D70FE810F84A91E9045379)] [added: Comments](#s56B2E6E62CFE5BB382A282138FF1049D)] | [removed: [6](#s62ADB465C0D70FE810F84A91E9045379)] [added: [6](#s56B2E6E62CFE5BB382A282138FF1049D)] |

| [Item [removed: 3.](#s53301FDCE6EBA3BA909A4A92F9E59170)] [added: 3.](#s1B5DE751624F53A595EA747724D51720)] | [Legal [removed: Proceedings](#s8333802C352ED3C1D1FB4A91E94C5410)] [added: Proceedings](#s3E31D2F6C14D50379F3916C61CB9CD6F)] | [removed: [6](#s8333802C352ED3C1D1FB4A91E94C5410)] [added: [6](#s3E31D2F6C14D50379F3916C61CB9CD6F)] |

| Item 4. | [Mine Safety [removed: Disclosures](#s3416754C41F8117A64FF4A91E97E3634)] [added: Disclosures](#sA40D7F984E6C559A9855F8121C60A281)] | [removed: [6](#s3416754C41F8117A64FF4A91E97E3634)] [added: [6](#sA40D7F984E6C559A9855F8121C60A281)] |

| [Item [removed: 5.](#sF25DE7821C535666BD2F4A92F9EEF8FF)] [added: 5.](#sB0CC82192EDA5273A6AA7A7B185000D9)] | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#s867D61B3A23A238882CA4A91E9D2838D)] [added: Securities](#s5705EC5F89A85CC3BD165D55A9D0BCB5)] | [removed: [7](#s867D61B3A23A238882CA4A91E9D2838D)] [added: [7](#s5705EC5F89A85CC3BD165D55A9D0BCB5)] |

| [Item [removed: 6.](#s5D3FAFFB871C1602A12C4A92F9F28DDC)] [added: 6.](#sA2B698D4EB9A531DBC3B29EFB1D2AB90)] | [Selected Financial [removed: Data](#sBC8344804DA480B1081E4A91E9F3CCE1)] [added: Data](#s8B3E0411B1BF5202BBA207002942CCD0)] | [removed: [8](#sBC8344804DA480B1081E4A91E9F3CCE1)] [added: [8](#s8B3E0411B1BF5202BBA207002942CCD0)] |

| [Item [removed: 7.](#sA9DFCC7275725E4196704A92F9F71BB1)] [added: 7.](#s4BC9A703717657F3BDD2ED7C56DAF949)] | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#s483E6D5087902A5164EF4A91EA30EDC3)] [added: Operations](#s5021875835825AFE9BC0FED903DACE11)] | [removed: [9](#s483E6D5087902A5164EF4A91EA30EDC3)] [added: [8](#s5021875835825AFE9BC0FED903DACE11)] |

| [Item [removed: 7A.](#s6D63FEEFCB994F8FC7C64A92F9FC8CF6)] [added: 7A.](#s7774779419165F68BDC6E9CA47E7A7D0)] | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#s436DB744C9426D4DB32A4A91EB400FD0)] [added: Risk](#s05D7344B603658F799FE6055E291CAD5)] | [removed: [26](#s436DB744C9426D4DB32A4A91EB400FD0)] [added: [27](#s05D7344B603658F799FE6055E291CAD5)] |

| [Item [removed: 8.](#sB0255D74590010137AE34A92FA01A20A)] [added: 8.](#s98456CC526535A7F9265C1D216416F95)] | [Financial Statements and Supplementary [removed: Data](#sC3774E51575B0274A4474A91EB72ECBD)] [added: Data](#sD26C1871419D5E2F8CFD4AE3FE0FF804)] | [removed: [28](#sC3774E51575B0274A4474A91EB72ECBD)] [added: [29](#sD26C1871419D5E2F8CFD4AE3FE0FF804)] |

| [Item [removed: 9.](#sB888186A3EF618E034694A92FA067E2C)] [added: 9.](#s79AFE6DBD51C55CBA9B858AAF98E5AF3)] | [Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#s64C7A4F041B4AB25E77A4A91EB93B705)] [added: Disclosure](#s07F9610ED9985A7DA20F64C163B8A407)] | [removed: [28](#s64C7A4F041B4AB25E77A4A91EB93B705)] [added: [29](#s07F9610ED9985A7DA20F64C163B8A407)] |

| [Item [removed: 9A.](#s03D43D37D4FD234B288C4A92FA0B3C19)] [added: 9A.](#sE37103F59B26594EBB8EDD6A648516FF)] | [Controls and [removed: Procedures](#s8C359CA0205B3FCEE8D54A91EBC5AC0F)] [added: Procedures](#s38A3F4323E1557388B32A3C3F936AEE5)] | [removed: [28](#s8C359CA0205B3FCEE8D54A91EBC5AC0F)] [added: [29](#s38A3F4323E1557388B32A3C3F936AEE5)] |

| [Item [removed: 9B.](#s6687B15412482D39E0E14A92FA0F22EB)] [added: 9B.](#sF59DEED3B5795811B3A14A391424E5DC)] | [Other [removed: Information](#s48D3A76014FB2D4DC7684A91EBF36AD1)] [added: Information](#sEDCDB660A9BE5BE6A37E378C7A344888)] | [removed: [28](#s48D3A76014FB2D4DC7684A91EBF36AD1)] [added: [29](#sEDCDB660A9BE5BE6A37E378C7A344888)] |

| Item 10. | Directors, Executive Officers and Corporate Governance | [removed: [29](#sAFC59DB4C201FF6D85B24A91ED34F840)] [added: [30](#s9E5501DC388B5AD6A8DA2531797E7C5D)] |

| Item 11. | Executive Compensation | [removed: [29](#sAFC59DB4C201FF6D85B24A91ED34F840)] [added: [30](#s9E5501DC388B5AD6A8DA2531797E7C5D)] |

| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | [removed: [29](#sAFC59DB4C201FF6D85B24A91ED34F840)] [added: [30](#s9E5501DC388B5AD6A8DA2531797E7C5D)] |

| Item 13. | Certain Relationships and Related Transactions, and Director Independence | [removed: [29](#sAFC59DB4C201FF6D85B24A91ED34F840)] [added: [30](#s9E5501DC388B5AD6A8DA2531797E7C5D)] |

| Item 14. | Principal Accounting Fees and Services | [removed: [29](#sAFC59DB4C201FF6D85B24A91ED34F840)] [added: [30](#s9E5501DC388B5AD6A8DA2531797E7C5D)] |

| [Item [removed: 15.](#s9CC88CAA1EF0EB1F85CC4A92FA1F9B43)] [added: 15.](#s4D4CF00B57575B7EBB5826BC0F841758)] | [Exhibits, Financial Statement [removed: Schedules](#sAFC59DB4C201FF6D85B24A91ED34F840)] [added: Schedules](#s9E5501DC388B5AD6A8DA2531797E7C5D)] | [removed: [29](#sAFC59DB4C201FF6D85B24A91ED34F840)] [added: [30](#s9E5501DC388B5AD6A8DA2531797E7C5D)] |

| Item 16. | Form 10-K Summary | [removed: [32](#see25ba4225e140b38fc0d37e358d04da)] [added: [33](#s8D3ECA787C7B507485C4211E8D48ECC2)] |

| [Management Report on Internal Control Over Financial [removed: Reporting](#sBDDEBCB458AD584C77114A91EDE6DE1D)] [added: Reporting](#sF4D3D076C2135AD0A7F56CC5AA7143D5)] | | [removed: [F-1](#sBDDEBCB458AD584C77114A91EDE6DE1D)] [added: [F-1](#sF4D3D076C2135AD0A7F56CC5AA7143D5)] |

| [Report of Independent Registered Public Accounting [removed: Firm](#sB7D6D296ED3FC6BFEA934A91EE18956B)] [added: Firm](#sDAA7A97003D351568154C1E1B891B8CD)] | | [removed: [F-2](#sB7D6D296ED3FC6BFEA934A91EE18956B)] [added: [F-2](#sDAA7A97003D351568154C1E1B891B8CD)] |

| [Consolidated Financial [removed: Statements](#sB35D48C42AE6D2DF3D364A91D21CBCA1)] [added: Statements](#s99AD9D4FDCD8514696E4377DE4C53A06)] | | [removed: [F-3](#sB35D48C42AE6D2DF3D364A91D21CBCA1)] [added: [F-4](#s99AD9D4FDCD8514696E4377DE4C53A06)] |

| [Notes to Consolidated Financial [removed: Statements](#s52704F0E47A7DD2FDF3B4A91EFAEBC60)] [added: Statements](#sE3AFA30382A05620BAA56FC420D8DA07)] | | [removed: [F-8](#sA59F3B2FC42FB2EBEB7D4A91D23887F9)] [added: [F-9](#sC9999A3C99B55E618D00C8CDF197784B)] |

| Selected Quarterly Financial Data | | [removed: [F-33](#s02D02BA0923740946C3A4A91D152B18B)] [added: [F-33](#sA01A9DFDBA9D53FFAEAEE33FCE30F239)] |

| Schedule II - Valuation and Qualifying Accounts | | [removed: [S-1](#s5745CFA5A14DB646F9774A91D1261FCF)] [added: [S-1](#s63C6772F01EA545887918EFB7537B2CD)] |

This report is our [removed: 2016] [added: 2017] annual report to shareholders and our [removed: 2016] [added: 2017] Annual Report on Form 10-K, or [removed: 2016] [added: 2017] 10-K.

10-K 1 a2017q410-k.htm 10-K

Yes þ No o

Yes þ No o

See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

| Smaller reporting company o | | Emerging growth company o |

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Yes o No þ

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

| | | |

| [Item 1](#s324375DC3BE3509A9611BE0A0EF3725D). | [Business](#s87D8C2493CEA51158517F70001E97F19) | [1](#s87D8C2493CEA51158517F70001E97F19) |

| [Item 2.](#s8092ADC81D1355D6ABED67FA87972FF7) | [Properties](#sE574F63DB8F25464A7845D87C2730BE7) | [6](#sE574F63DB8F25464A7845D87C2730BE7) |

| [Signatures](#s69478284AB1850218872769D73B70443) | | [34](#s69478284AB1850218872769D73B70443) |

| | | |

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

| | |

| --- | --- |

| | | | |

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

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

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

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

Our principal corporate offices are located at 437 Madison Avenue, New York, New York; [removed: One East Weaver Street, Greenwich,] [added: 1055 Washington Boulevard, Stamford,] Connecticut and 525 Okeechobee Boulevard, West Palm Beach, Florida.

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

Office base rent expense [removed: in 2016, 2015 and 2014] was [removed: $334.1] [added: $330.4] million, [added: $334.1 million and] $331.5 million [added: in 2017, 2016] and [removed: $361.9 million,] [added: 2015,] respectively, net of rent received from non-cancelable third-party [removed: subleases of $5.6 million, $11.0 million and $11.2 million, respectively.][added: subleases.]

We conduct business and maintain offices throughout the world.

| 2018 | $ | 295.6 | |

| 2019 | 236.8 | | |

| 2020 | 191.5 | | |

| 2021 | 165.6 | | |

| 2022 | 142.4 | | |

| Thereafter | 624.0 | | |

| | $ | 1,655.9 | |

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 | |

Our common stock is listed and traded on the New York Stock Exchange under the symbol “OMC.” As of January [removed: 25, 2017,] [added: 31, 2018,] there were [removed: 2,138] [added: 2,074] registered holders of our common stock.

The quarterly high and low sales prices for our common stock and dividends paid per share for [removed: 2016] [added: 2017] and [removed: 2015] [added: 2016] were:

[removed: Stock] [added: Common stock] repurchases during the three months ended December 31, [removed: 2016] [added: 2017] were:

During the three months ended December 31, [removed: 2016,] [added: 2017,] we purchased [removed: 1,570,000] [added: 560,000] shares of our common stock in the open market for general corporate purposes and withheld [removed: 52,025] [added: 64,178] shares from employees to satisfy estimated statutory income tax obligations related to vesting of restricted stock awards and stock option exercises.

There were no unregistered sales of equity securities during the three months ended December 31, [removed: 2016.][added: 2017.]

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 [removed: under the caption “Equity Compensation Plans”] in our definitive proxy statement, which is expected to be filed with the SEC by April [removed: 14, 2017.][added: 12, 2018.]

| 2017 | | | | | | | | | | | | |

| First Quarter | | $ | 87.43 | | | $ | 83.67 | | | $ | 0.55 | |

| Second Quarter | | 86.71 | | | | 79.86 | | | | 0.55 | | |

| Third Quarter | | 83.64 | | | | 71.63 | | | | 0.55 | | |

| Fourth Quarter | | 78.70 | | | | 65.32 | | | | 0.60 | | |

| October 1 - 31, 2017 | | 49,710 | | | $ | 75.14 | | | — | | — |

| November 1 - 30, 2017 | | 103 | | | 67.15 | | | | — | | — |

| December 1 - 31, 2017 | | 574,365 | | | 73.72 | | | | — | | — |

| | | 624,178 | | | $ | 73.83 | | | — | | — |

| 2015 | | | | | | | | | | | | |

| First Quarter | | $ | 80.98 | | | $ | 71.98 | | | $ | 0.50 | |

| Second Quarter | | 79.28 | | | | 69.02 | | | | 0.50 | | |

| Third Quarter | | 74.56 | | | | 64.31 | | | | 0.50 | | |

| Fourth Quarter | | 77.57 | | | | 64.44 | | | | 0.50 | | |

| 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 | | | — | | — |

| For the years ended December 31: | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | | | [removed: 2013] [added: 2014] | | | | [removed: 2012] [added: 2013] | | |

| Revenue | $ | [removed: 15,416.9] [added: 15,273.6] | | | $ | [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] | |

| Operating Profit | [removed: 2,008.9] [added: 2,059.7] | | | | [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] | | |

| Net Income - Omnicom Group Inc. | [removed: 1,148.6] [added: 1,088.4] | | | | [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] | | |

| Basic | [removed: 4.80] [added: 4.68] | | | | [removed: 4.43] [added: 4.80] | | | | [removed: 4.27] [added: 4.43] | | | | [removed: 3.73] [added: 4.27] | | | | [removed: 3.64] [added: 3.73] | | |

| Diluted | [removed: 4.78] [added: 4.65] | | | | [removed: 4.41] [added: 4.78] | | | | [removed: 4.24] [added: 4.41] | | | | [removed: 3.71] [added: 4.24] | | | | [removed: 3.61] [added: 3.71] | | |

| Dividends Declared Per Common Share | [removed: 2.15] [added: 2.25] | | | | [removed: 2.00] [added: 2.15] | | | | [removed: 1.90] [added: 2.00] | | | | [removed: 1.60] [added: 1.90] | | | | [removed: 1.20] [added: 1.60] | | |

| At December 31: | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | | | [removed: 2013] [added: 2014] | | | | [removed: 2012] [added: 2013] | | |

| Cash and cash equivalents and short-term investments | $ | [removed: 3,022.8] [added: 3,796.4] | | | $ | [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] | |

| Total Assets | [removed: 23,165.4] [added: 24,931.2] | | | | [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] | | |

| Long-term debt | [removed: 4,920.5] [added: 4,912.9] | | | | [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] | | |

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

| Long-Term Liabilities | [removed: 892.3] [added: 1,091.2] | | | | [removed: 800.5] [added: 892.3] | | | | [removed: 774.3] [added: 800.5] | | | | [removed: 685.1] [added: 774.3] | | | | [removed: 739.9] [added: 685.1] | | |

| Total Shareholders’ Equity | [removed: 2,162.0] [added: 2,615.1] | | | | [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] | | |

As discussed in Item 7 below, in 2017 the Tax Cuts and Jobs Act, or Tax Act, reduced Net income - Omnicom Group Inc. by $106.3 million and diluted Net income per share - Omnicom Group Inc. by $0.45.

See Note 10 to the consolidated financial statements for additional information.

| Long-Term Obligations: | | | | | | | | | | | | | | | | | | | |

Management, including our CEO and CFO, conducted an evaluation of the effectiveness of our disclosure controls and procedures as of December 31, [removed: 2016.][added: 2017.]

Based on that evaluation, our CEO and CFO concluded that, as of December 31, [removed: 2016,] [added: 2017,] 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: 2016] [added: 2017] 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: 2016.][added: 2017.]

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: 2016,] [added: 2017,] dated February [removed: 9, 2017,] [added: 15, 2018,] which is included on page F-2 of this [removed: 2016] [added: 2017] 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 [removed: “Corporate Governance,” “Items To Be Voted On - Item] [added: “Item] 1 - Election of Directors,” [removed: “Additional] [added: “Stock Ownership] Information - Section 16(a) Beneficial Ownership Reporting Compliance” and [removed: “Shareholder] [added: “Additional Information - Shareholder] Proposals and Director Nominations For The [removed: 2018] [added: 2019] Annual Meeting” in our definitive proxy statement, [added: or Proxy Statement,] which is expected to be filed with the SEC within 120 days of the fiscal year ended December 31, [removed: 2016, or our Proxy Statement.][added: 2017.]

The information called for by this Item is incorporated herein by reference to the information to be included under the captions “Executive Compensation,” [removed: “Directors'] [added: “Item 1 - Election of Directors - Directors'] Compensation For Fiscal [removed: 2016”] [added: 2017”] and [removed: “Corporate Governance] [added: “Item 1] - [added: Election of Directors - Board Processes -] Compensation Committee Interlocks and Insider Participation” in our Proxy Statement.

The information called for by this Item is incorporated herein by reference to the information to be included under the captions [removed: “Equity Compensation Plans”] [added: “Stock Ownership Information - Beneficial Ownership of Certain Beneficial Owners] and [added: Management” and] “Stock [removed: Ownership”] [added: Ownership Information - Equity Compensation Plans”] in our Proxy Statement.

The information called for by this Item is incorporated herein by reference to the information to be included under the captions “Additional Information - Transactions with Related Persons” and [removed: “Corporate Governance] [added: “Item 1] - [added: Election of Directors - Omnicom] Board [removed: Composition”] [added: of Directors”] in our Proxy Statement.

The information called for by this Item is incorporated herein by reference to the information to be included under the caption [removed: “Audit Related Matters] [added: “Item 3] - [added: Ratification of the Appointment of Independent Auditors -] Fees Paid to Independent Auditors” in our Proxy Statement.

| | [Management Report on Internal Control Over Financial [removed: Reporting](#sBDDEBCB458AD584C77114A91EDE6DE1D)] [added: Reporting](#sF4D3D076C2135AD0A7F56CC5AA7143D5)] | [removed: [F-1](#sBDDEBCB458AD584C77114A91EDE6DE1D)] [added: [F-1](#sF4D3D076C2135AD0A7F56CC5AA7143D5)] |

| | [Report of Independent Registered Public Accounting [removed: Firm](#sB7D6D296ED3FC6BFEA934A91EE18956B)] [added: Firm](#sDAA7A97003D351568154C1E1B891B8CD)] | [removed: [F-2](#sB7D6D296ED3FC6BFEA934A91EE18956B)] [added: [F-2](#sDAA7A97003D351568154C1E1B891B8CD)] |

| | Consolidated Balance Sheets at December 31, [removed: 2016] [added: 2017] and [removed: 2015] [added: 2016] | [removed: [F-3](#sB35D48C42AE6D2DF3D364A91D21CBCA1)] [added: [F-4](#s99AD9D4FDCD8514696E4377DE4C53A06)] |

| | Consolidated Statements of Income for the Three Years Ended December 31, [removed: 2016] [added: 2017] | [removed: [F-4](#sB830404C0637ED36F30C4A91D20ABB93)] [added: [F-5](#sA0AAB28B4ECF5A14B3FFD476D411E48B)] |

| | Consolidated Statements of Comprehensive Income for the Three Years Ended December 31, [removed: 2016] [added: 2017] | [removed: [F-5](#sE4F5D1D52DFA6DD48B484A91D1C0C573)] [added: [F-6](#sEF9B33732849522BBC0CCD6441FE6E87)] |

| | Consolidated Statements of Equity for the Three Years Ended December 31, [removed: 2016] [added: 2017] | [removed: [F-6](#s21741A7183256104BD864A91D23E141C)] [added: [F-7](#sDDB93D79836E58F48D75DF44657C4E07)] |

| | Consolidated Statements of Cash Flows for the Three Years Ended December 31, [removed: 2016] [added: 2017] | [removed: [F-7](#s8F354C64B3FA379807EE4A91D1FFC7DC)] [added: [F-8](#sC0AC349D3C2554ACA94375C09E9526C6)] |

| | [Notes to Consolidated Financial [removed: Statements](#s52704F0E47A7DD2FDF3B4A91EFAEBC60)] [added: Statements](#sE3AFA30382A05620BAA56FC420D8DA07)] | [removed: [F-8](#sA59F3B2FC42FB2EBEB7D4A91D23887F9)] [added: [F-9](#sC9999A3C99B55E618D00C8CDF197784B)] |

| | Selected Quarterly Financial Data (Unaudited) | [removed: [F-33](#s02D02BA0923740946C3A4A91D152B18B)] [added: [F-33](#sA01A9DFDBA9D53FFAEAEE33FCE30F239)] |

| | Schedule II - Valuation and Qualifying Accounts for the Three Years Ended December 31, [removed: 2016] [added: 2017] | [removed: [S-1](#s5745CFA5A14DB646F9774A91D1261FCF)] [added: [S-1](#s63C6772F01EA545887918EFB7537B2CD)] |

| 3(i) | [removed: Restated] [added: [Restated] Certificate of Incorporation of Omnicom Group Inc. (Exhibit 3.1 to our Quarterly Report on Form 10-Q (File No. 1-10551) for the quarter ended September 30, 2011 and incorporated herein by [removed: reference).] [added: reference).](http://www.sec.gov/Archives/edgar/data/29989/000002998911000007/exhibit31.htm)] |

| 3(ii) | [removed: By-laws] [added: [By-laws] of Omnicom Group Inc., as amended and restated on March 14, 2016 (Exhibit 3.1 to our Current Report on Form 8-K (File No. 1-10551) dated March 15, 2016 and incorporated herein by [removed: reference).] [added: reference).](http://www.sec.gov/Archives/edgar/data/29989/000089109216013237/e68734ex3-1.htm)] |

| 4.1 | [removed: Indenture,] [added: [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 (“2009 Base Indenture”) (Exhibit 4.1 to our Current Report on Form 8-K (File No. 1-10551) dated July 1, 2009 (“July 1, 2009 8-K”) and incorporated herein by [removed: reference).] [added: reference).](http://www.sec.gov/Archives/edgar/data/29989/000089109209002688/e35860ex4_1.htm)] |

| 4.2 | [removed: First] [added: [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 [removed: reference).] [added: reference).](http://www.sec.gov/Archives/edgar/data/29989/000089109209002688/e35860ex4_2.htm)] |

| 4.3 | [removed: Second] [added: [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 [removed: reference).] [added: reference).](http://www.sec.gov/Archives/edgar/data/29989/000089109210003327/e39662ex4_1.htm)] |

| 4.4 | [removed: Third] [added: [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 [removed: reference).] [added: reference).](http://www.sec.gov/Archives/edgar/data/29989/000089109212002269/e48169_ex4-1.htm)] |

| 4.5 | [removed: Fourth] [added: [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 [removed: the] [added: our Current Report on Form 8-K (File No. 1-10551) dated] July 20, 2012 [removed: 8-K] and incorporated herein by [removed: reference).] [added: reference).](http://www.sec.gov/Archives/edgar/data/29989/000089109212004036/e49201ex4-4.htm)] |

| 4.6 | [removed: Fifth] [added: [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 [removed: reference).] [added: reference).](http://www.sec.gov/Archives/edgar/data/29989/000089109212004585/e49489ex4-1.htm)] |

| 4.7 | [removed: Form] [added: [Form] of 6.25% Notes due 2019 (Exhibit 4.3 to the July 1, 2009 8-K and incorporated herein by [removed: reference).] [added: reference).](http://www.sec.gov/Archives/edgar/data/29989/000089109209002688/e35860ex4_3.htm)] |

| 4.8 | [removed: Form] [added: [Form] of 4.45% Notes due 2020 (Exhibit 4.2 to the August 5, 2010 8-K and incorporated herein by [removed: reference).] [added: reference).](http://www.sec.gov/Archives/edgar/data/29989/000089109210003327/e39662ex4_2.htm)] |

| 4.9 | [removed: Form] [added: [Form] of 3.625% Notes due 2022 (Exhibit 4.2 to the August 9, 2012 8-K and incorporated herein by [removed: reference).] [added: reference).](http://www.sec.gov/Archives/edgar/data/29989/000089109212004585/e49489ex4-2.htm)] |

| 4.10 | [removed: Base] [added: [Base] Indenture, dated as of October 29, 2014, among Omnicom Group Inc., Omnicom Capital Inc. and Deutsche Bank Trust Company Americas, as [removed: trustee,] [added: trustee (“2014 Base Indenture”),] (Exhibit 4.1 to our Current Report on Form 8-K (File No. 1-10551) dated October 29, 2014 (“October 29, 2014 8-K”) and incorporated herein by [removed: reference).] [added: reference).](http://www.sec.gov/Archives/edgar/data/29989/000089109214008080/e61206ex4-1.htm)] |

| 4.11 | [removed: First] [added: [First] Supplemental [added: Indenture to the 2014 Base] 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 [removed: reference).] [added: reference).](http://www.sec.gov/Archives/edgar/data/29989/000089109214008080/e61206ex4-2.htm)] |

| 4.12 | [removed: Form] [added: [Form] of 3.65% Notes due 2024 [removed: (Exhibit 4.3] [added: (included in Exhibit 4.2] to the October 29, 2014 8-K and incorporated herein by [removed: reference).] [added: reference).](http://www.sec.gov/Archives/edgar/data/29989/000089109214008080/e61206ex4-2.htm)] |

| 4.13 | [removed: Second] [added: [Second] Supplemental [added: Indenture to the 2014 Base] Indenture, dated as of April 6, 2016, among Omnicom Group Inc., Omnicom Capital Inc. and Deutsche Bank Trust Company Americas, as trustee, in connection with the issuance of $1.4 billion 3.60% Senior Notes due 2026 (Exhibit 4.1 to our Current Report on Form 8-K (File No. 1-10551) dated April 6, 2016 and incorporated herein by [removed: reference).] [added: reference).](http://www.sec.gov/Archives/edgar/data/29989/000089109216014001/e68986ex4-1.htm)] |

| 4.14 | [removed: Form] [added: [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 [removed: reference).] [added: reference).](http://www.sec.gov/Archives/edgar/data/29989/000089109216014001/e68986ex4-1.htm)] |

| 10.1 | [removed: Amended] [added: [Amended] and Restated Five Year Credit Agreement, dated as of July 31, 2014, by and among Omnicom Capital Inc., Omnicom Finance plc, Omnicom Group Inc., the banks, financial institutions and other institutional lenders and initial issuing banks listed on the signature pages thereof, Citigroup Global Markets Inc., J.P. Morgan Securities LLC, HSBC Securities (USA) Inc. and Wells Fargo Securities, LLC as lead arrangers and book managers, JPMorgan Chase Bank, N.A., HSBC Securities (USA) Inc. and Wells Fargo Bank, National Association, as syndication agents, BNP Paribas and U.S. Bank National Association, as documentation agents, and Citibank, N.A., as administrative agent for the lenders (Exhibit 10.1 to our Current Report on Form 8-K (File No. 1-10551) filed on August 1, 2014 and incorporated herein by [removed: reference).] [added: reference).](http://www.sec.gov/Archives/edgar/data/29989/000089109214005814/e59888ex10-1.htm)] |

| 10.2 | [removed: Director] [added: [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 [removed: reference).] [added: reference).](http://www.sec.gov/Archives/edgar/data/29989/000089109204001893/e17407def_14a.txt)] |

| 10.3 | [removed: Standard] [added: [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 [removed: (“2012 10-K”)] and incorporated herein by [removed: reference).] [added: reference).](http://www.sec.gov/Archives/edgar/data/29989/000002998913000004/a2012q410-kexhibit105.htm)] |

| 10.5 | [removed: Senior] [added: [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 [removed: reference).] [added: reference).](http://www.sec.gov/Archives/edgar/data/29989/000089109209000891/e34339ex10_9.htm)] |

| 10.6 | [removed: Omnicom] [added: [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 [removed: reference).] [added: reference).](http://www.sec.gov/Archives/edgar/data/29989/000002998912000005/exhibit1010.htm)] |

| 10.7 | [removed: Form] [added: [Form] of Award Agreement under the Omnicom Group Inc. SERCR Plan (Exhibit 10.2 to our Current Report on Form 8-K (File No. 1-10551) dated December 13, 2006 and incorporated herein by [removed: reference).] [added: reference).](http://www.sec.gov/Archives/edgar/data/29989/000089109206003784/e25807ex10_2.txt)] |

| 10.8 | [removed: Omnicom] [added: [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 [removed: reference).] [added: reference).](http://www.sec.gov/Archives/edgar/data/29989/000089109210001523/e38424def14a.htm)] |

| 10.9 | [removed: Form] [added: [Form] of Indemnification Agreement (Exhibit 10.1 to our Quarterly Report on Form 10-Q (File No. 1-10551) for the quarter ended June 30, 2007 and incorporated herein by [removed: reference).] [added: reference).](http://www.sec.gov/Archives/edgar/data/29989/000089109207003076/e27994_ex10-1.htm)] |

| 10.10 | [removed: Restricted] [added: [Restricted] Stock Unit Deferred Compensation Plan (Exhibit 10.16 to the 2008 10-K and incorporated herein by [removed: reference).] [added: reference).](http://www.sec.gov/Archives/edgar/data/29989/000089109209000891/e34339ex10_16.htm)] |

| 10.11 | [removed: Restricted] [added: [Restricted] Stock Deferred Compensation Plan (Exhibit 10.17 to the 2008 10-K and incorporated herein by [removed: reference).] [added: reference).](http://www.sec.gov/Archives/edgar/data/29989/000089109209000891/e34339ex10_17.htm)] |

| 10.12 | [removed: Amendment] [added: [Amendment] No. 1 to the Restricted Stock Deferred Compensation Plan (Exhibit 10.18 to the 2008 10-K and incorporated herein by [removed: reference).] [added: reference).](http://www.sec.gov/Archives/edgar/data/29989/000089109209000891/e34339ex10_18.htm)] |

| 10.13 | [removed: Amendment] [added: [Amendment] No. 2 to the Restricted Stock Deferred Compensation Plan (Exhibit 10.19 to the 2008 10-K and incorporated herein by [removed: reference).] [added: reference).](http://www.sec.gov/Archives/edgar/data/29989/000089109209000891/e34339ex10_19.htm)] |

| 10.14 | [removed: Form] [added: [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 [removed: reference).] [added: reference).](http://www.sec.gov/Archives/edgar/data/29989/000089109211001226/e41307ex10_20.htm)] |

| 10.15 | [removed: Form] [added: [Form] of Grant Notice and Restricted Stock Agreement (Exhibit 10.21 to 2010 10-K and incorporated herein by [removed: reference).] [added: reference).](http://www.sec.gov/Archives/edgar/data/29989/000089109211001226/e41307ex10_21.htm)] |

| | | |

| 10.19 | [Director Compensation and Deferred Stock Program (Exhibit 10.19 to our Annual Report on Form 10-K (File No. 1-10551) for the year ended December 31, 2016 and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/29989/000002998917000004/a201610-kexhibit1019.htm) |

| 12 | [Computation of Ratio of Earnings to Fixed Charges.](https://www.sec.gov/Archives/edgar/data/29989/000002998918000004/a2017q4exhibit12.htm) |

| 21 | [Subsidiaries of the Registrant.](https://www.sec.gov/Archives/edgar/data/29989/000002998918000004/a2017q4exhibit21.htm) |

| 23 | [Consent of KPMG LLP.](https://www.sec.gov/Archives/edgar/data/29989/000002998918000004/a2017q4exhibit23.htm) |

| 10.19 | Director Compensation and Deferred Stock Program. |

| 12 | Computation of Ratio of Earnings to Fixed Charges. |

| 21 | Subsidiaries of the Registrant. |

| 23 | Consent of KPMG LLP. |

| February [removed: 9, 2017] [added: 15, 2018] | BY: | /s/ PHILIP J. ANGELASTRO |

| /s/ BRUCE CRAWFORD | Chairman and Director | February [removed: 9, 2017] [added: 15, 2018] |

| /s/ JOHN D. WREN | Chief Executive Officer and President and Director (Principal Executive Officer) | February [removed: 9, 2017] [added: 15, 2018] |

| /s/ PHILIP J. ANGELASTRO | Executive Vice President and Chief Financial Officer (Principal Financial Officer) | February [removed: 9, 2017] [added: 15, 2018] |

| /s/ ANDREW L. CASTELLANETA | Senior Vice President, Chief Accounting Officer (Principal Accounting Officer) | February [removed: 9, 2017] [added: 15, 2018] |

| /s/ ALAN R. BATKIN | Director | February [removed: 9, 2017] [added: 15, 2018] |

| /s/ MARY C. CHOKSI | Director | February [removed: 9, 2017] [added: 15, 2018] |

| /s/ ROBERT CHARLES CLARK | Director | February [removed: 9, 2017] [added: 15, 2018] |

| /s/ LEONARD S. COLEMAN, JR. | Director | February [removed: 9, 2017] [added: 15, 2018] |

| /s/ SUSAN S. DENISON | Director | February [removed: 9, 2017] [added: 15, 2018] |

| /s/ DEBORAH J. KISSIRE | Director | February [removed: 9, 2017] [added: 15, 2018] |

| /s/ JOHN R. MURPHY | Director | February [removed: 9, 2017] [added: 15, 2018] |

| /s/ JOHN R. PURCELL | Director | February [removed: 9, 2017] [added: 15, 2018] |

| /s/ LINDA JOHNSON RICE | Director | February [removed: 9, 2017] [added: 15, 2018] |

| /s/ VALERIE M. WILLIAMS | Director | February [removed: 9, 2017] [added: 15, 2018] |

This judgment is based on the procedures described in the [removed: second paragraph] [added: fourth and fifth paragraphs] of their report.

Based on that evaluation, our CEO and CFO concluded that our internal control over financial reporting was effective as of December 31, [removed: 2016.][added: 2017.]

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: 2016,] [added: 2017,] dated February [removed: 9, 2017.][added: 15, 2018.]

The [added: Shareholders and] Board of Directors [removed: and Shareholders] of [added: Omnicom Group Inc.:]

[added: | Net Income per Share -] Omnicom Group Inc.: [added: | | | | | | | | | | | |]

We have audited the accompanying consolidated balance sheets of Omnicom Group Inc. and subsidiaries (the “Company”) as of December 31, [removed: 2016 and 2015,] [added: 2017] and [added: 2016,] the related consolidated statements of income, comprehensive income, equity, and cash flows for each of the years in the three-year period ended December 31, [removed: 2016.][added: 2017, and the related notes and financial statement schedule II (collectively, the “consolidated financial statements”).]

We also have audited [removed: Omnicom Group Inc. and subsidiaries’] [added: the Company’s] internal control over financial reporting as of December 31, [removed: 2016,] [added: 2017,] based on [added: criteria established in] Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway [removed: Commission (COSO).][added: Commission.]

The Company’s management is responsible for these consolidated financial statements, [removed: the related financial statement Schedule II,] for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial [removed: reporting,] [added: reporting] included in the accompanying Management’s Report on Internal Control [removed: Over] [added: over] Financial Reporting.

Our responsibility is to express an opinion on [removed: these] [added: the Company’s] consolidated financial statements and [removed: the related financial statement Schedule II and] an opinion on the Company’s internal control over financial reporting based on our audits.

We conducted our audits in accordance with the standards of the [removed: Public Company Accounting Oversight Board (United States).][added: PCAOB.]

Those standards require that we plan and perform the [removed: audits] [added: audit] to obtain reasonable assurance about whether the [added: consolidated] financial statements are free of material [removed: misstatement] [added: misstatement, whether due to error or fraud,] and whether effective internal control over financial reporting was maintained in all material respects.

Our audits [removed: of the consolidated financial statements] [added: also] included [removed: examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing] [added: evaluating] the accounting principles used and significant estimates made by management, [removed: and] [added: as well as] evaluating the [removed: overall] [added: presentation of the consolidated] financial [removed: statement presentation.][added: statements.]

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with [added: U.S.] generally accepted accounting principles.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Omnicom Group Inc. and subsidiaries as of December 31, [removed: 2016] [added: 2017] and [removed: 2015,] [added: 2016,] and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, [removed: 2016,] [added: 2017,] in conformity with U.S. generally accepted accounting principles.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2016,] [added: 2017,] based on [added: criteria established in] Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway [removed: Commission (COSO).][added: Commission.]

[removed: February 9,] [added: |] 2017 [added: | | | | | | | | | | | | |]

| | [added: 2017 | | | |] 2016 | | | | 2015 | | |

| Cash and cash equivalents | $ | [removed: 3,002.2] [added: 3,796.0] | | | $ | [removed: 2,605.2] [added: 3,002.2] | |

| Short-term investments, at cost | [removed: 20.6] [added: 0.4] | | | | [removed: 14.5] [added: 20.6] | | |

| Accounts receivable, net of allowance for doubtful accounts of [removed: $24.9] [added: $32.1] and [removed: $22.5] [added: $24.9] | [removed: 7,510.8] [added: 8,083.8] | | | | [removed: 7,220.9] [added: 7,510.8] | | |

| Work in process | [removed: 1,125.4] [added: 1,110.6] | | | | [removed: 1,122.7] [added: 1,125.4] | | |

| Other current assets | [removed: 1,063.0] [added: 1,125.2] | | | | [removed: 1,017.2] [added: 1,063.0] | | |

| Total Current Assets | [removed: 12,722.0] [added: 14,116.0] | | | | [removed: 11,980.5] [added: 12,722.0] | | |

| Property and Equipment at cost, less accumulated depreciation of [removed: $1,233.4] [added: $1,279.2] and [removed: $1,206.6] [added: $1,233.4] | [removed: 674.8] [added: 690.9] | | | | [removed: 692.7] [added: 674.8] | | |

| Equity Method Investments | [removed: 120.4] [added: 120.3] | | | | [removed: 136.6] [added: 120.4] | | |

| /s/ GRACIA C. MARTORE | Director | February 15, 2018 |

| Gracia C. Martore | | |

Opinions on the Consolidated Financial Statements and Internal Control over Financial Reporting

Basis for Opinions

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

Definition and Limitations of Internal Control over Financial Reporting

We have served as the Company’s auditor since 2002.

February 15, 2018

| | 2017 | | | | 2016 | | |

| Cumulative effect of accounting changes | | | | | | | | 4.5 | | | | (31.6 | | ) | | | | | | | | | | (27.1 | | ) | | — | | | | (27.1 | | ) |

| Net income | | | | | | | | | | | | 1,088.4 | | | | | | | | | | | | 1,088.4 | | | | 103.8 | | | | 1,192.2 | | |

| Acquisition of noncontrolling interests | | | | | | | | (25.7 | | ) | | | | | | | | | | | | | | (25.7 | | ) | | (8.2 | | ) | | (33.9 | | ) |

| Balance as of December 31, 2017 | 297.2 | | | $ | 44.6 | | | $ | 828.3 | | | $ | 6,210.6 | | | $ | (963.0 | ) | | $ | (3,505.4 | ) | | $ | 2,615.1 | | | $ | 537.1 | | | $ | 3,152.2 | |

| Net income | $ | 1,192.2 | | | $ | 1,246.7 | | | $ | 1,203.4 | |

| Impact of Tax Act | 106.3 | | | | — | | | | — | | |

| Other, net | 27.5 | | | | 32.0 | | | | 55.3 | | |

| Increase in operating capital | 348.5 | | | | 302.8 | | | | 559.5 | | |

Accounting Changes

In prior years, excess tax benefits and deficiencies were recorded in additional paid-in capital.

In 2017 we recognized an excess tax benefit of $20.8 million.

ASU 2016-09 requires that cash flows related to the excess tax benefits or deficiencies be classified in operating activities.

Accordingly, we retrospectively adjusted the statement of cash flows for 2016 and 2015 to conform to the current year presentation, resulting in an increase in net cash provided by operating activities and a corresponding decrease in net cash used in financing activities of $21.2 million and $27.2 million, respectively.

Further, ASU 2016-09 permits a policy election to either continue to estimate the number of awards that will be forfeited or to account for forfeitures as they occur.

We elected to account for forfeitures as they occur.

Accordingly, we recorded a cumulative catch-up adjustment to increase additional paid-in capital and reduce opening retained earnings by $4.5 million reflecting the estimate of unvested awards at December 31, 2016 that were not expected to vest.

On January 1, 2017, we adopted FASB ASU 2016-16, Income Taxes: Intra-Entity Transfers of Assets Other than Inventory, or ASU 2016-16, which requires that the income tax effects of intra-entity transfers of assets other than inventory are recognized when the transfer occurs.

We adopted ASU 2016-16 using the modified retrospective method and recorded a cumulative catch-up adjustment to reduce opening retained earnings by $27.1 million reflecting the elimination of the deferred tax asset related to intercompany asset transfers.

On December 31, 2017, we adopted FASB ASU 2017-12, Derivatives and Hedging, or ASU 2017-12, which amended the hedge accounting and recognition and presentation requirements.

The adoption of ASU 2017-12 did not have any impact on our existing hedges, financial position or results of operations.

See Note 20 for a discussion of the adoption of ASU 2014-09, Revenue from Contracts with Customers ASC Topic 606.

Amounts earned under the contingent purchase price arrangements may be subject to a maximum and payment is not contingent upon future employment.

We record a liability for uncertain tax positions that reflects the treatment of certain tax positions taken in our tax returns, or planned to be taken in a future tax returns, which have not been reflected in income tax expense.

Until these positions are sustained by the taxing authorities or the statute of limitations concerning such issues lapses, we do not generally recognize the tax benefits resulting from such positions.

In December 2017, the Tax Cuts and Jobs Act, or Tax Act, was enacted into law.

As a result, tax positions related to the accumulated earnings of our foreign subsidiaries are reflected under the provisions of the Tax Act.

See Note 10 for additional information.

| Basic | $ | 4.68 | | | $ | 4.80 | | | $ | 4.43 | |

| Diluted | $ | 4.65 | | | $ | 4.78 | | | $ | 4.41 | |

| /s/ MICHAEL A. HENNING | Director | February 9, 2017 |

| Michael A. Henning | | |

In connection with our audits of the consolidated financial statements, we also have audited financial statement Schedule II.

Also in our opinion, the related financial statement Schedule II, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

OMNICOM GROUP INC. AND SUBSIDIARIES

| Amortization of actuarial losses included in periodic benefit expense | 6.4 | | | | 7.3 | | | | 3.2 | | |

| Balance as of December 31, 2013 | 397.2 | | | $ | 59.6 | | | $ | 817.1 | | | $ | 8,961.2 | | | $ | (191.6 | ) | | $ | (6,063.9 | ) | | $ | 3,582.4 | | | $ | 485.5 | | | $ | 4,067.9 | |

| Net income | | | | | | | | | | | | 1,104.0 | | | | | | | | | | | | 1,104.0 | | | | 129.1 | | | | 1,233.1 | | |

| Acquisition of noncontrolling interests | | | | | | | | (64.5 | | ) | | | | | | | | | | | | | | (64.5 | | ) | | (27.8 | | ) | | (92.3 | | ) |

| Shares issued for conversion of convertible notes | | | | | | | | (25.5 | | ) | | | | | | | | | | 57.7 | | | | 32.2 | | | | | | | | 32.2 | | |

| Cash Flows from Operating Activities: | | | | | | | | | | | |

| Excess tax benefit from share-based compensation | (21.2 | | ) | | (27.2 | | ) | | (29.6 | | ) |

| Deferred loss from settlement of forward-starting interest rate swap | (54.5 | | ) | | — | | | | — | | |

| Other, net | 12.1 | | | | 6.8 | | | | (1.5 | | ) |

| Increase (decrease) in operating capital | 323.0 | | | | 557.6 | | | | (106.2 | | ) |

| Redemption of convertible debt | — | | | | — | | | | (252.7 | | ) |

| Excess tax benefit from share-based compensation | 21.2 | | | | 27.2 | | | | 29.6 | | |

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The impairment evaluation utilizes a two-step test.

If the carrying value exceeds fair value, then the second step of the impairment test is performed in order to determine if the implied fair value of the goodwill of the reporting unit exceeds the carrying value of that goodwill.

Generally, there is no cap on the amount that can be earned under the contingent purchase price arrangements.

Payments are not contingent upon future employment.

Deferred tax assets result from recording expenses in the financial statements which are not currently deductible for tax purposes, such as share-based compensation expense, tax loss and credit carryforwards and differences between the tax basis and book basis of assets and liabilities recorded in connection with acquisitions.

Deferred tax liabilities result principally from basis differences arising from deductible goodwill and intangible assets, interest expense on financial instruments which is currently deductible for tax purposes but have not been expensed in the financial statements and tax rate differentials on unremitted foreign earnings.

We have provided U.S. federal and state income taxes on earnings of foreign operations that have not been indefinitely reinvested and we have not provided U.S. federal and state income taxes on the cumulative earnings of foreign subsidiaries that have been indefinitely reinvested.

Approximately $49.2 million of the goodwill recorded in 2016 is expected to be deductible for income tax purposes.

Further, we acquired additional equity interests in certain majority owned subsidiaries.

| | $ | 1,205.0 | | | $ | (777.6 | ) | | $ | 427.4 | | | $ | 1,025.5 | | | $ | (680.7 | ) | | $ | 344.8 | |

In July 2016, we extended the term of our Credit Facility to July 31, 2021.

The uncommitted credit lines aggregate $1.1 billion and $1.2 billion at December 31, 2016 and 2015, respectively.

Long-term debt at December 31, 2016 and 2015 was (in millions):

| 5.9% Senior Notes due 2016 | $ | — | | | $ | 1,000.0 | |

| | 4,900.1 | | | | 4,500.3 | | |

| Unamortized deferred gain from settlement of interest rate swaps | 84.7 | | | | 49.9 | | |

| | 4,920.6 | | | | 4,565.6 | | |

| 2017 | $ | 0.1 | |

| Thereafter | 3,400.0 | | |

At January 1, 2015, we had a $1.25 billion fixed-to-floating interest rate swap on our 3.625% Senior Notes due 2022 (“2022 Notes”) and a $1.0 billion fixed-to-floating interest rate swap on our 4.45% Senior Notes due 2020 (“2020 Notes”).

In October 2015, we settled the swap on the 2020 Notes, realizing a gain of $36.9 million, and reduced the amount of the swap on the 2022 Notes to $1.0 billion, realizing a gain of $13.5 million.

On January 19, 2016, we settled the $1.0 billion swap on the 2022 Notes, realizing a gain of $54.2 million.