Omnicom Group (OMC) 10-K risk factor changes: FY2021 vs FY2020

The COVID-19 pandemic has [removed: adversely] [added: negatively] impacted our business, results of operations and financial [removed: position] [added: position,] and [added: the COVID-19 pandemic or other similar public health crises] could adversely impact our business, results of operations and financial position in the future.

[removed: In 2020, the] [added: The] COVID-19 pandemic negatively impacted our business, results of operations and financial [removed: position.][added: position in 2020 and through the first quarter of 2021, as most of our clients’ businesses were affected by the pandemic.]

As long as the COVID-19 [removed: pandemic] [added: pandemic, including any existing or new variants,] remains a [added: public health] threat, global economic conditions will continue to be volatile and such uncertainty cuts across all clients, industries and geographies.

The extent of the impact of the COVID-19 [removed: pandemic] [added: pandemic, or other similar public health crises,] on our business will depend on numerous factors that we are not able to accurately [removed: predict, including the duration and scope of the pandemic, government actions to mitigate the effects of the pandemic, and the intermediate and long-term impact of the pandemic on marketers' spending plans.][added: predict.]

Adverse [removed: global or regional] economic conditions, including those caused by the COVID-19 pandemic, [added: severe and sustained inflation in countries that comprise our major markets, supply chain issues affecting the distribution of our clients’ products, or a disruption in the credit markets,] pose a risk that clients may reduce, postpone or cancel spending on advertising, marketing and corporate communications projects.

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

In addition, a disruption in the credit markets could adversely affect our clients [added: liquidity] and could cause them to delay payment for our services or take other actions that would negatively affect our working capital.

In addition, our methods of managing the risk of payment default, including obtaining credit insurance, requiring payment in advance, mitigating the potential loss in the marketplace or negotiating with media providers, may be [added: insufficient,] less [removed: available] [added: available,] or unavailable during a severe economic downturn.

[removed: If we are unable to attract and retain key personnel, our ability to provide our services in the manner clients have come to expect may be] adversely affected, which could harm our reputation and result in a loss of clients, which could have a material adverse effect on our business, results of operations and financial position.

In [removed: 2020,] [added: 2021,] our 100 largest clients represented approximately 54% of our revenue.

Based on [removed: the information currently known and] our [removed: investigation to date, we do not believe] [added: investigation,] the incident [removed: will] [added: did not] have a material impact on our business, [added: results of] operations or financial [removed: results.][added: position.]

[removed: Such events] [added: Our systems and processes may be unable to prevent future material security breaches, and such breaches] could adversely affect our business and reputation.

In addition, [removed: in 2020 and continuing into] [added: through] 2021, the overwhelming majority of our workforce temporarily transitioned to working from home during the COVID-19 pandemic.

The increase in the number of our employees working from home may increase certain business and procedural control risks, including increased risk of cybersecurity incidents and exposure of sensitive business and client advertising and marketing [removed: information] [added: information,] as well as personal data or information.

Currency exchange rate fluctuations have impacted, and in the future could [removed: impact] [added: impact,] our business, results of operations and financial position.

In [removed: 2020,] [added: 2021,] our international operations represented approximately [removed: 45%] [added: 49%] of our revenue.

Substantially all of our foreign operations transact business in their local [removed: currency, and accordingly] [added: currency and, accordingly,] their financial statements are translated into U.S. Dollars.

The operational and financial performance of our international businesses are affected by global and regional economic conditions, competition for new business and staff, currency exchange rate fluctuations, political conditions, differing [added: tax and] regulatory environments and other risks associated with extensive international operations.

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

[removed: On December 31,] [added: In] 2020, the U.K. completed its separation from the European Union, or E.U., (commonly referred to as “Brexit”) and entered into an agreement, or Brexit Agreement, with the E.U. that defines the terms of their relationship, covering, among other things, trade and tariffs, services and travel.

[removed: Further, if] [added: If] our clients are impacted by such laws or [removed: requirements,] [added: regulations,] either directly or indirectly, their spending for advertising and marketing services may decline, which could adversely impact our business, results of operations and financial position.

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

business, results of operations and financial position.

Demand for certain of our service offerings may be adversely affected by new developments in the pandemic, including the emergence of new variants, or other similar public health crises.

If we are unable to attract and retain key personnel, our ability to provide our services in the manner clients have come to expect may be

We rely on information technology systems and infrastructure to connect with our clients, people and others and store business and financial data.

Most of our clients' businesses were negatively affected by the COVID-19 pandemic.

Demand for our services can be expected to continue to be adversely affected as marketers reduce expenditures in the short term due to the uncertain impact of the pandemic on the global economy.

financial position.

We rely on information technology systems and infrastructure to process, store and transmit data, summarize results, manage our business and maintain client advertising and marketing information.

Our systems and processes to protect against, detect, prevent, respond to and mitigate cybersecurity incidents and our organizational training for employees to develop an understanding of cybersecurity risks and threats may be unable to prevent material security breaches, theft, modification or loss of data, employee malfeasance and additional known and unknown threats.

We expect global economic performance and [removed: our] [added: the] performance [added: of our businesses] to vary by geography [added: and discipline] until the impact of the COVID-19 pandemic on the global economy [removed: moderates.][added: subsides.]

Results of Operations for the Year Ended December 31, [removed: 2020][added: 2021]

On a global, pan-regional and local basis, our networks and agencies provide a comprehensive range of services in the following fundamental disciplines: [removed: advertising, CRM, which includes CRM Consumer Experience and CRM] [added: Advertising, Precision Marketing, Commerce & Brand Consulting, Experiential,] Execution & Support, [removed: public relations] [added: Public Relations] and [removed: healthcare.][added: Healthcare.]

This client-centric business model requires that multiple agencies within Omnicom collaborate in formal and informal virtual client [removed: networks utilizing our key client matrix organization structure.]

[removed: In 2020,] [added: For the year ended December 31, 2021,] our largest client represented [removed: 3.4%] [added: 3.2%] of revenue and our 100 largest clients, which represent many of the world's major marketers, represented approximately 54% of revenue.

Our clients operate in virtually every sector of the global economy with no one industry representing more than 16% of our revenue in [removed: 2020.][added: 2021.]

Adverse global or regional economic conditions, [removed: such as] [added: including] those [removed: currently] arising from the COVID-19 pandemic, [added: severe and sustained inflation in countries that comprise our major markets and client supply chain issues,] pose a risk that our clients may reduce, postpone or cancel spending on advertising, marketing and corporate communications services, which would reduce the demand for our services.

[removed: In 2020, revenue] [added: Revenue in 2020] decreased $1,782.6 million, or 11.9%, compared to 2019.

Changes in foreign exchange rates [removed: reduced] [added: increased] revenue [removed: $60.9 million, or 0.4%,] [added: 2.2%,] acquisition revenue, net of disposition revenue, reduced revenue [removed: $56.7 million, or 0.4%, reflecting the disposition of certain non-strategic businesses,] [added: 3.9%,] and organic growth [removed: reduced] [added: increased] revenue [removed: $1,665.0 million, or 11.1%.][added: 10.2%.]

Beginning in March 2020 and continuing through the [removed: fourth] [added: first] quarter of [removed: 2020,] [added: 2021,] our business experienced the effects from reductions in client spending due to the [added: economic] impact related to the COVID-19 pandemic.

[removed: The] [added: While mixed by business and geography, the] spending reductions impacted all our businesses and markets.

The most significantly impacted [removed: businesses] were our advertising discipline, [removed: CRM Consumer Experience] [added: our Experiential] discipline, especially in our event marketing businesses, and [removed: CRM] [added: our] Execution & Support discipline, primarily in our field marketing and merchandising businesses.

The economic and fiscal issues, including [removed: the impact] [added: impacts] related to the [removed: COVID-19] pandemic, facing the countries we operate in [removed: can be expected to continue to] [added: could] cause economic uncertainty and volatility; however, the impact on our business [removed: varies] [added: will likely vary] by country.

In response to reductions in [removed: our revenue that are expected to continue at least through the first half of 2021, beginning in the second quarter of 2020,] [added: revenue,] we [removed: took] [added: can take] actions to align our cost structure with changes in client demand and manage our working capital.

However, there can be no assurance [removed: whether, or] [added: as] to [removed: what extent,] [added: the effectiveness of] our efforts to mitigate any impact of the current and future adverse economic conditions, reductions in client revenue, changes in client creditworthiness and other [removed: developments will be effective or that additional actions will not be necessary.][added: developments.]

These trends include [removed: clients increasingly expanding the focus of their brand strategies from national markets to pan-regional and global markets and] integrating traditional and non-traditional marketing channels, as well as utilizing new communications technologies and emerging digital [removed: platforms.][added: platforms, and clients increasingly expanding the focus of their brand strategies from national markets to pan-regional and global markets.]

As clients increase their demands for marketing effectiveness and efficiency, [removed: they] [added: many of them] have made it a practice to consolidate their business within one [added: or a small number of] service [removed: provider] [added: providers] in the pursuit of a single engagement covering all consumer touch points.

[removed: While the current economic environment caused many clients to reduce spending for our services, certain] [added: Certain] trends such as increased spending on digital marketing platforms, and our key client matrix organization structure approach to collaboration and integration of our services and solutions provide a competitive advantage to our [removed: business.][added: business, and we expect this advantage to continue over the medium and long term.]

Changes in foreign exchange rates reduced revenue 0.4%, acquisition revenue, net of disposition revenue, reduced revenue 0.4%, and [added: negative] organic growth [removed: decreased] [added: reduced] revenue 11.1% as all our [added: geographic] markets were negatively impacted by the COVID-19 pandemic.

The change in revenue across our principal regional markets were: North America [removed: decreased 10.6%,] [added: increased $132.6 million,] Europe [removed: decreased 12.2%,] [added: increased $611.9 million,] Asia-Pacific [removed: decreased 8.8%] [added: increased $292.7 million] and Latin America [removed: decreased 31.7%.][added: increased $20.7 million.]

Salary and service costs include employee compensation and benefits, freelance labor and third-party service costs, which [added: primarily] include third-party supplier costs [added: when we act as principal in providing services to our clients] and client-related travel costs.

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

[removed: In 2020, salary] [added: Salary] and service costs, which tend to fluctuate with changes in revenue, [removed: decreased $1,399.4] [added: increased $829.2] million, or [removed: 12.8%,] [added: 8.7%,] compared to [removed: 2019.][added: 2020, reflecting increases in salary and related service costs, which include an increase in freelance labor costs, and third-party service costs of $720.1 million and $109.1 million, respectively.]

Salary and related service costs in 2020 decreased $644.3 million, or 9.3%, year-over-year, primarily as a result of the severance and furlough actions we took in the second quarter of [added: 2020, partially offset by asset impairment charges of $55.8 million recorded in the fourth quarter of] 2020.

Also, during 2020, we reduced salary and service costs by $162.6 million related to reimbursements [removed: and tax credits] under government programs in several [removed: countries (see Note 1 to the consolidated financial statements).][added: countries.]

Third-party service costs, which include expenses incurred with third-party vendors primarily when we act as a principal when performing services for our clients, decreased $755.1 million, or 18.5%, year-over-year reflecting the decrease in revenue and the impact of [added: the] actions we took to align our cost structure.

Occupancy and other costs, which are less directly linked to changes in revenue than salary and service costs, [removed: decreased $83.3] [added: increased $9.7] million, or [removed: 6.8%,] [added: 0.9%,] in [removed: 2020] [added: 2021] as compared to [removed: 2019.][added: 2020.]

Operating margin decreased [removed: to] 12.1% from 14.2%, and EBITA margin decreased to 12.8% from 14.8% year-over-year.

In 2020, operating profit, operating margin and EBITA margin included a net decrease aggregating $171.1 million related to the COVID-19 repositioning costs recorded in the second quarter and asset impairment charges [removed: recorded] [added: of $55.8 million] in the fourth quarter, [added: which are included in salary and service costs,] partially offset by an increase related to [added: pandemic relief] reimbursements [removed: and tax credits] under government programs in several countries [removed: (see Note 1 to] [added: during] the [removed: consolidated financial statements).][added: year.]

In [removed: 2020,] [added: 2021,] net interest expense increased [removed: $5.5] [added: $19.6] million year-over-year to [removed: $189.5] [added: $209.1] million.

Interest expense on debt decreased $27.6 million to $199.6 million, primarily reflecting a reduction in interest expense from [removed: our] refinancing activity at lower interest rates in the second half of 2019 and the first quarter of 2020, partially offset by a loss of $7.7 million on the early redemption of the remaining $600 million principal amount of the [removed: 2020] [added: 4.45% Senior] Notes [added: due 2020] in [removed: the first quarter of] [added: March] 2020 and the interest expense from the issuance of the 4.20% [added: Senior] Notes [added: due 2030] in April [removed: 2020 (see Note 7 to the consolidated financial statements).][added: 2020.]

Interest income in 2020 decreased $28.0 million year-over-year to $32.3 million primarily due to lower [added: interest] rates.

Our effective tax rate for 2020 increased year-over-year to 27.1% from [removed: 26.0%.][added: 26.0% in 2019.]

The [added: effective tax rate for 2020 reflects an increase due to the] non-deductibility in certain jurisdictions of a portion of the COVID-19 repositioning [removed: costs] [added: charges] recorded in the second quarter of [removed: 2020 had the effect of increasing our effective tax rate for] 2020.

Net income - Omnicom Group Inc. in [removed: 2020 decreased $393.7] [added: 2021 increased $462.4] million to [removed: $945.4] [added: $1,407.8] million from [removed: $1,339.1] [added: $945.4] million in [removed: 2019.][added: 2020.]

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

Diluted net income per share - Omnicom Group Inc. decreased to $4.37 in 2020, compared to $6.06 in 2019, 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 through March 2020, net of shares issued for restricted stock awards, stock option exercises and the employee stock purchase [removed: plan during the year.][added: plan.]

As discussed [removed: above and in Note 1 to the consolidated financial statements,] [added: above,] our results of operations for 2020 included COVID-19 repositioning costs and asset impairment charges, which were partially offset by an increase attributable to [added: pandemic relief] reimbursements [removed: and tax credits] under government programs in several countries.

CRITICAL ACCOUNTING [removed: POLICIES][added: POLICIES AND ESTIMATES]

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

As the impact of the COVID-19 pandemic on the global economy moderated, we experienced improvement in our business in 2021 as compared to 2020.

In 2021, revenue increased $1,118.3 million, or 8.5%, compared to 2020.

The increase in revenue primarily reflects increased client spending in all our disciplines and across all our geographic areas compared to the prior year and the strengthening of most foreign currencies, primarily the British Pound and the Euro, against the U.S. Dollar.

The increase in revenue year-over-year was partially offset by a reduction in acquisition revenue, net of disposition revenue, reflecting the sale of ICON International, or ICON, a specialty media business, in the second quarter of 2021.

Global economic conditions may continue to be volatile as long as the COVID-19 pandemic remains a public health threat, which could negatively impact our clients' spending plans.

Advertising includes creative services across digital and traditional media, and strategic media planning and buying and data analytics services.

Precision Marketing includes digital and direct marketing, digital transformation and data and analytics.

Commerce & Brand Consulting services include brand consulting, strategy and research and retail ecommerce.

Experiential marketing services include live and digital events and experience design and execution.

Execution & Support includes field marketing, sales support, digital and physical merchandising and point-of-sale, as well as other specialized marketing and custom communications services.

Public relations services include corporate communications, crisis management, public affairs and media and media relations services.

Healthcare includes advertising and media services to global healthcare and pharmaceutical clients.

networks utilizing our key client matrix organization structure.

Most of our markets began to improve versus the prior year in the first quarter of 2021, and the improvement continued through the end of 2021 as clients substantially increased their spending on our services.

General marketing communications trends impact our business and industry and, on balance, we believe that these effects are generally positive.

In 2021, our revenue increased $1,118.3 million, or 8.5%, compared to 2020.

The reduction in acquisition revenue, net of disposition revenue, reflects the sale of ICON in the second quarter of 2021.

In 2021, our business experienced a recovery from the negative effects of the COVID-19 pandemic in all our disciplines and regional markets as compared to 2020.

The negative effects from the pandemic did not significantly impact our major markets and businesses until late in the first quarter of 2020.

As a result, the improvement in revenue in 2021 versus the prior year was driven by the recovery in the second through the fourth quarter of 2021 as compared to the prior year.

The United States experienced organic revenue growth in all disciplines, led by our Advertising discipline, on the strength of our media business, and our Precision Marketing and Public Relations disciplines.

In Europe, organic revenue increased in substantially all countries and disciplines, especially our Advertising discipline, which was led by our media business, and our Experiential, Precision Marketing and Commerce and Brand Consulting disciplines.

The strengthening of the British Pound and the Euro against the U.S. Dollar contributed to increased revenue in the region.

In Latin America, organic revenue growth in all countries in the region, especially Brazil, Colombia, and Chile, primarily in our Advertising discipline, was partially offset by the weakening of the Brazilian Real against the U.S. Dollar.

In Asia-Pacific, revenue increased due to strong organic revenue growth in substantially all countries, particularly China, Australia, India, New Zealand, and Japan and in all disciplines.

The strengthening of substantially all currencies against the U.S. Dollar contributed to increased revenue in the region.

The increases in revenue in 2021, compared to 2020, in our fundamental disciplines were: Advertising $447.9 million, Precision Marketing $250.2 million, Commerce and Brand Consulting $88.9 million, Experiential $119.1 million, Execution & Support $65.3 million, Public Relations $80.8 million and Healthcare $66.1 million.

In 2021, operating expenses increased $519.2 million, or 4.5%, year-over-year.

Operating expenses for 2021 reflect a reduction of $50.5 million related to the gain from the sale of ICON, and the prior year included an increase of $277.9 million related to charges we recorded in the second quarter of 2020 in connection with the actions we took in response to the COVID-19 pandemic.

These increases primarily resulted from the increase in organic revenue, as well as the strengthening of most foreign currencies against the U.S. Dollar, especially the British Pound and Euro.

The prior year reflects a reduction in salary and service costs of $162.6 million related to reimbursements under pandemic relief government programs in several countries, as well as an increase of $55.8 million related to asset impairment charges.

Operating profit increased $599.1 million to $2,197.9 million, operating margin increased to 15.4% from 12.1%, and EBITA margin increased to 15.9% from 12.8%.

The increases in operating profit, operating margin and EBITA margin reflect the positive impact of organic revenue growth, the positive impact of cost reduction actions taken in the prior year in response to the COVID-19 pandemic, and the negative impact in the prior year from the net increase in operating expenses recorded in the second quarter of 2020 aggregating $171.1 million, related to the COVID-19 repositioning costs, and asset impairment charges recorded in the fourth quarter of 2020, partially offset by the benefit of $162.6 million related to reimbursements under pandemic relief government programs.

Additionally, operating profit, operating margin and EBITA margin for 2021 were favorably impacted by the $50.5 million gain recorded in connection with the sale of ICON.

Looking ahead to 2022, we expect organic revenue growth to be between 5% and 6%.

Additionally, we expect certain operating costs, such as travel and general office expenses, to continue to increase to normal levels as more of our workforce returns to the office; we believe we can offset the impact of these increases by managing other discretionary costs, as well as certain infrastructure costs.

Accordingly, for the full year 2022, we believe we will be able to maintain the operating margins we achieved in 2021.

SG&A expenses increased slightly year-over-year.

Interest expense on debt in 2021 increased $13.6 million to $213.2 million compared to 2020, primarily arising from a loss of $26.6 million on the early redemption in May 2021 of all the outstanding $1.25 billion of our 3.625% Senior Notes due 2022, or 2022 Notes, which was partially offset by the benefit from the issuance of $800 million of our 2.60% Senior Notes due 2031, or 2031 Notes, at a lower rate.

Interest income in 2021 decreased $5.0 million year-over-year to $27.3 million primarily due to lower rates.

In 2020, the COVID-19 pandemic negatively impacted our business and results of operations.

Efforts to mitigate the impact of the pandemic, including government actions to restrict travel, limit public gatherings, shelter-in-place orders and mandatory closures of businesses, resulted in many of our clients reducing or suspending their spending for our advertising, marketing and corporate communication services.

As a result, for the year ended December 31, 2020, revenue decreased $1,782.6 million, or 11.9%, compared to 2019, primarily due to the impact of the COVID-19 pandemic.

We anticipate that the negative impact from the pandemic on our revenue will continue through the first quarter of 2021 as compared to the prior year period.

However, we expect organic revenue growth for the first half of 2021.

The impact of the COVID-19 pandemic on our revenue has been, and may continue to be, material, depending on several factors, including the potential for prolonged or additional governmental actions to mitigate the effects of the pandemic.

It is possible that the COVID-19 pandemic will accelerate certain trends that began pre-pandemic, particularly those relating to online commerce, brand building and how we deploy our personnel.

We expect that some of these trends will benefit our agencies and provide revenue growth opportunities, as well as increasing flexibility with respect to our use of physical locations and our cost structure, but some trends may negatively affect us including potential disruption by new participants and technologies.

In response to the impact of the COVID-19 pandemic, in the second quarter of 2020, we took actions to align our cost structure and reduce our workforce and facility requirements and continued the review of businesses for disposal and assets for impairment.

As a result, we recorded a pre-tax charge of $277.9 million, which is comprised of incremental severance of $150.0 million, real estate operating lease right-of-use, or ROU, asset and other asset impairment charges of $55.8 million, other exit costs of $47.0 million and dispositions and other charges of $25.1 million (see Note 1 to the consolidated financial statements).

These actions reduced headcount by over 6,000 and reduced the related facility requirements, which should result in significant reductions in future operating expenses.

In addition, during 2020, we reduced salary and service costs by $162.6 million related to reimbursements and tax credits under government programs in several countries, including the Coronavirus Aid, Relief, and Economic Security Act, or the CARES Act, in the United States, the Kurzarbeit program in Germany, and other government reimbursement programs in the U.K., France, Canada and other jurisdictions (see Note 1 to the consolidated financial statements).

Further, in the fourth quarter of 2020, we recorded asset impairment charges of $55.8 million associated with underperforming assets, which is included in salary and service costs.

The COVID-19 pandemic negatively impacted most of our clients' businesses.

As a result, clients have cut costs, including postponing or reducing marketing communication expenditures.

While certain industries such as healthcare and pharmaceuticals, technology and telecommunications, financial services and consumer products have been less affected, as long as the COVID-19

pandemic remains a threat, global economic conditions continue to be volatile and such uncertainty cuts across all clients, industries and geographies.

Overall, while we have a diversified portfolio of service offerings, clients and geographies, demand for our services can be expected to continue to be adversely affected as marketers reduce expenditures in the short term due to the uncertain impact of the pandemic on the global economy.

Although we have experienced a decrease in our cash flow from operating activities, we took numerous proactive steps to strengthen our liquidity and financial position that are intended to mitigate the potential impact of the COVID-19 pandemic on our liquidity.

In February 2020, we issued $600 million 2.45% Senior Notes due April 30, 2030, or the 2.45% Notes.

In March 2020, the net proceeds from the issuance of the 2.45% Notes were used to redeem the remaining $600 million principal amount of our 4.45% Senior Notes due August 15, 2020, or the 2020 Notes.

As a result, we have no notes maturing until May 2022.

In April 2020, we issued $600 million of 4.20% Senior Notes due June 1, 2030, or the 4.20% Notes, and we entered into a new $400 million 364 day revolving credit facility, or the 364 Day Credit Facility.

The 364 Day Credit Facility is in addition to our existing $2.5 billion multi-currency revolving credit facility, or Credit Facility, which we extended to mature in February 2025.

In addition, in March 2020, we suspended our share repurchase activity.

As a result of the impact related to the COVID-19 pandemic, we experienced a significant decline in our year-over-year organic revenue growth in the second, third and fourth quarters of 2020, which will likely continue at least through the first half of 2021.

In North America, we experienced a decline in organic revenue attributable to the COVID-19 pandemic in all our disciplines, except healthcare.

In Europe and the Middle East and Africa, almost all businesses

and regions experienced a decline in organic revenue resulting from the COVID-19 pandemic, which was marginally offset by an increase primarily from the strengthening of the British Pound and Euro against the U.S. Dollar.

In addition, the economic and political conditions in the U.K. and the E.U. resulting from the implementation of the Brexit Agreement remain uncertain and could negatively impact our businesses in the U.K. and the E.U. In Latin America, the impact of the COVID-19 pandemic compounded by the continuing unstable economic and political conditions in Brazil resulted in negative organic growth in Brazil and throughout the region.

In addition, the weakening of foreign currency exchange rates against the U.S. Dollar in all countries further contributed to the reduction in revenue in the region.

In Asia-Pacific, almost all our businesses in the region experienced negative organic growth as a result of the COVID-19 pandemic, and the weakening of most currencies against the U.S. Dollar had a marginal negative impact on revenue.

Prior to the COVID-19 pandemic, certain business trends generally had a positive impact on our business and industry.

We expect this advantage to continue over the medium and long term.

In the first and second quarters of 2019, we disposed of certain businesses, primarily in our CRM Execution & Support discipline.

In 2020, our revenue decreased 11.9% compared to 2019.

The change in revenue in 2020, compared to 2019, in our fundamental disciplines was: Advertising decreased 13.1%, CRM Consumer Experience decreased 15.6%, CRM Execution & Support decreased 16.7%, Public Relations decreased 5.6% and Healthcare increased 3.4%.

Operating profit decreased $523.5 million to $1,598.8 million.

This increase was substantially offset by a lower effective tax rate on our foreign earnings resulting from a change in legislation.

In 2019, income tax expense was reduced by $10.8 million primarily from the net favorable settlements of uncertain tax positions in certain jurisdictions.

We manage our exposure to foreign exchange [added: rate risk] and interest rate risk through various strategies, including the use of derivative financial instruments.

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: 2020] [added: 2021] was not significant.

In [removed: 2020,] [added: 2021,] our international operations represented approximately [removed: 45%] [added: 49%] of our revenue.

To manage this risk, at December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] we had outstanding forward foreign exchange contracts with an aggregate notional amount of [removed: $169.6] [added: $77.3] million and [removed: $284.2] [added: $169.6] million, respectively.

At December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] the net fair value of the forward foreign contracts was not material (see Note 20 to the consolidated financial statements).

[removed: At] [added: During 2021, there were no interest rate swaps and, at] December 31, [removed: 2020, our] [added: 2021,] long-term debt [removed: consists] [added: consisted] entirely of fixed-rate debt.

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 [removed: 3.4%] [added: 3.2%] of revenue in [removed: 2020.][added: 2021.]

If permitted by local law and the client agreement, many of our agencies purchase media and production services for our clients as an agent for a [removed: disclosed principal.]

In addition, our methods of managing the risk of payment default, including obtaining credit insurance, requiring payment in advance, mitigating the potential loss in the marketplace or negotiating with media providers, may be [added: insufficient,] less [removed: available] [added: available,] or unavailable during a severe economic downturn.

disclosed principal.

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

On a global, pan-regional and local basis, our networks and agencies provide a comprehensive range of services in the following fundamental disciplines: [removed: advertising, customer relationship management, or CRM, which includes CRM Consumer Experience and CRM] [added: Advertising, Precision Marketing, Commerce & Brand Consulting, Experiential,] Execution & Support, [removed: public relations] [added: Public Relations] and [removed: healthcare.][added: Healthcare.]

Advertising includes creative [removed: services, as well as] [added: services across digital and traditional media,] strategic media planning and [removed: buying] [added: buying,] and data analytics services.

[removed: CRM] Execution & Support includes field marketing, sales support, [added: digital and physical] merchandising and [removed: point of sale,] [added: point-of-sale,] as well as other specialized marketing and custom communications services.

Public relations services include corporate communications, crisis management, public [removed: affairs] [added: affairs,] and media and media relations services.

Healthcare includes advertising and media services to global healthcare [added: and pharmaceutical] clients.

Omni, our people-based precision marketing and insights platform, identifies and defines personalized consumer experiences at scale across creative, media and [removed: CRM, as well as] other disciplines.

| [added: | | |] advertising | | | | | | investor relations | | |

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

| [added: | | |] content marketing | | | | | | media planning and buying | | |

| [added: | | |] corporate social responsibility consulting | | | | | | merchandising and point of sale | | |

| [added: | | |] crisis communications | | | | | | mobile marketing | | |

| [added: | | |] custom publishing | | | | | | multi-cultural marketing | | |

| [added: | | |] data analytics | | | | | | non-profit marketing | | |

| [added: | | |] database management | | | | | | organizational communications | | |

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

| [added: | | |] digital transformation | | | | | | product placement | | |

| [added: | | |] entertainment marketing | | | | | | promotional marketing | | |

| [added: | | |] experiential marketing | | | | | | public affairs | | |

| [added: | | |] field marketing | | | | | | public relations | | |

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

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

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

| [added: | | |] instore design | | | | | | shopper marketing | | |

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

| | | | | | | [added: | | |] sports and event marketing | | |

Certain business trends [removed: had positively] [added: have] impacted our business and industry.

As clients increase their demands for marketing effectiveness and efficiency, they [added: tend to] continue to consolidate their business within one or a small number of service providers in the pursuit of a single engagement covering all consumer touch points.

For information about our acquisitions and dispositions, see [removed: MD&A] [added: Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations, or MD&A,] - *Acquisitions and Goodwill* and Notes 5 and 13, respectively, to the consolidated financial statements.

[removed: None] [added: In the three years ended December 31, 2021, none] of our acquisitions or dispositions, individually or in the aggregate, was material to our results of operations or financial [removed: position in the three years ended December 31, 2020.][added: position.]

The various components of our business, including revenue by discipline and geographic area, and material factors that affected us in [removed: 2020] [added: 2021,] are discussed in the MD&A.

For example, in [removed: 2020] [added: 2021] our largest client represented [removed: 3.4%] [added: 3.2%] of revenue and was served by [removed: more than] [added: approximately] 110 of our agencies.

Our 100 largest clients, many of which represent the largest global marketers, represented approximately 54% of revenue and were each served, on average, by [removed: more than 50] [added: approximately 52] of our agencies.

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

Our [added: social and] human capital management priorities include, among other things, [added: adopting codes of conduct and business ethics,] providing competitive wages and benefits, [added: comprehensive training programs,] succession planning, promoting diversity and inclusion and [removed: adopting codes] [added: implementing technology platforms that prioritize the achievement] of [removed: conduct and business ethics to be implemented] [added: systemic equity] throughout the Company.

At December 31, [removed: 2020,] [added: 2021,] we employed approximately [removed: 64,100] [added: 71,700] people worldwide.

The United States, our largest employee base, employed [removed: about 20,800] [added: approximately 22,600] people.

None of our regular employees in the United States [removed: is] [added: are] represented by a labor union.

The approximate number of employees in our principal geographic regions [added: at December 31, 2021] were [removed: 27,100] [added: 29,800] in the Americas, [removed: 25,800] [added: 28,800] in Europe, [added: the] Middle East and Africa, or EMEA, and [removed: 11,200] [added: 13,100] in Asia Pacific.

Certain employees in a few countries outside [removed: of] the United States, primarily in Europe, are represented by work councils.

At February [removed: 11, 2021,] [added: 1, 2022,] our executive officers were:

Precision Marketing includes digital and direct marketing, digital transformation and data and analytics.

Commerce & Brand Consulting services include brand consulting, strategy and research, and retail ecommerce.

Experiential marketing services include live and digital events and experience design and execution.

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

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

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

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

As the impact of the COVID-19 pandemic on the global economy moderated, we experienced improvement in our business in 2021 as compared to 2020.

In 2021, revenue increased $1,118.3 million, or 8.5%, compared to 2020.

The increase in revenue primarily reflects increased client spending in all our disciplines and across all our geographic areas compared to the prior year and the strengthening of most foreign currencies, primarily the British Pound and the Euro, against the U.S. Dollar.

The increase in revenue year-over-year was impacted by a reduction in acquisition revenue, net of disposition revenue, primarily due to the sale of a specialty media business in the second quarter of 2021.

Global economic conditions may continue to be volatile as long as the COVID-19 pandemic remains a public health threat.

We expect global economic performance and the performance of our businesses to vary by geography and discipline until the impact of the COVID-19 pandemic on the global economy subsides.

Risk Factors - *Regulatory Risks*.

Human Capital Resources/Environmental, Social and Governance (ESG)

digital platforms.

Our environmental sustainability initiatives focus on efficiency of office space, energy usage and travel.

In connection with our ESG efforts, we are a signatory to the UN Global Compact, a principle-based framework to encourage businesses and firms worldwide to adopt sustainable and socially responsible policies.

We support the UN Sustainable Development Goals, a collection of global goals designed to be a blueprint to achieve a better, more inclusive and sustainable future.

Also, we are committed to joining the Science-Based Target Initiative (SBTi), which publicly audits companies on their emissions reduction efforts

| Daryl Simm | | | President and Chief Operating Officer | | | 60 | | |

Mr. Wren was named Chairman of the Board and Chief Executive Officer in May 2018 and previously served as President and Chief Executive Officer from 1997 to May 2018.

Mr. Simm was named President and Chief Operating Officer in November 2021 and previously served as Chief Executive Officer of Omnicom Media Group for more than 20 years.

All other executive officers have held their present position for at least five years.

As discussed below, in 2020 the COVID-19 pandemic negatively impacted our business.

CRM Consumer Experience includes Omnicom’s Precision Marketing Group and digital/direct agencies, as well as our branding, shopper marketing and experiential marketing agencies.

| | | | | | | | | |

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

In 2020, the COVID-19 pandemic negatively impacted our business and results of operations.

Efforts to mitigate the impact of the pandemic, including government actions to restrict travel, limit public gatherings, shelter-in-place orders and mandatory closures of businesses, resulted in many of our clients reducing or suspending their spending for our advertising, marketing and corporate communication services.

As a result, for the year ended December 31, 2020, revenue decreased 11.9%, compared to 2019, primarily due to the impact of the COVID-19 pandemic.

We anticipate that the negative impact from the pandemic on our revenue will continue through the first quarter of 2021 as compared to the prior year period.

However, we expect organic revenue growth for the first half of 2021.

The impact of the COVID-19 pandemic on our revenue has been, and may continue to be, material, depending on several factors, including the potential for prolonged or additional governmental actions to mitigate the effects of the pandemic.

It is possible that the COVID-19 pandemic will accelerate certain trends that began pre-pandemic, particularly those relating to online commerce, brand building and how we deploy our personnel.

We expect that some of these trends will benefit our agencies and provide revenue growth opportunities, as well as increasing flexibility with respect to our use of physical locations and our cost structure, but some trends may negatively affect us including potential disruption by new participants and technologies (see Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” or MD&A, of this report).

Risk Factors under the heading Regulatory Risks.

Human Capital Resources

FOR THE FISCAL YEAR ENDED DECEMBER 31, [removed: 2020][added: 2021]

The aggregate market value of the voting and non-voting common stock held by non-affiliates as of June 30, [removed: 2020] [added: 2021] was [removed: $11,583,494,559.][added: $16,927,235,351.]

As of February [removed: 11, 2021,] [added: 1, 2022,] there were [removed: 215,014,390] [added: 208,992,475] 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: 4, 2021] [added: 3, 2022] 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: 2020][added: 2021]

| Item 1. | | | [removed: [Business](#ib6596935a15c4bddae0692a3c3f81990_16)] [added: [Business](#ic4648e22749a453abbdeb4177f7a081a_16)] | | | [removed: [1](#ib6596935a15c4bddae0692a3c3f81990_16)] [added: [1](#ic4648e22749a453abbdeb4177f7a081a_16)] | | |

| Item 1A. | | | [Risk [removed: Factors](#ib6596935a15c4bddae0692a3c3f81990_19)] [added: Factors](#ic4648e22749a453abbdeb4177f7a081a_19)] | | | [removed: [3](#ib6596935a15c4bddae0692a3c3f81990_19)] [added: [3](#ic4648e22749a453abbdeb4177f7a081a_19)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#ib6596935a15c4bddae0692a3c3f81990_22)] [added: Comments](#ic4648e22749a453abbdeb4177f7a081a_22)] | | | [removed: [6](#ib6596935a15c4bddae0692a3c3f81990_22)] [added: [6](#ic4648e22749a453abbdeb4177f7a081a_22)] | | |

| Item 2. | | | [removed: [Properties](#ib6596935a15c4bddae0692a3c3f81990_25)] [added: [Properties](#ic4648e22749a453abbdeb4177f7a081a_25)] | | | [removed: [6](#ib6596935a15c4bddae0692a3c3f81990_25)] [added: [6](#ic4648e22749a453abbdeb4177f7a081a_25)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#ib6596935a15c4bddae0692a3c3f81990_28)] [added: Proceedings](#ic4648e22749a453abbdeb4177f7a081a_28)] | | | [removed: [6](#ib6596935a15c4bddae0692a3c3f81990_28)] [added: [7](#ic4648e22749a453abbdeb4177f7a081a_28)] | | |

| [Item [removed: 4.](#ib6596935a15c4bddae0692a3c3f81990_31)] [added: 4.](#ic4648e22749a453abbdeb4177f7a081a_31)] | | | [Mine Safety [removed: Disclosures](#ib6596935a15c4bddae0692a3c3f81990_31)] [added: Disclosures](#ic4648e22749a453abbdeb4177f7a081a_31)] | | | [removed: [6](#ib6596935a15c4bddae0692a3c3f81990_31)] [added: [7](#ic4648e22749a453abbdeb4177f7a081a_31)] | | |

| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#ib6596935a15c4bddae0692a3c3f81990_37)] [added: Securities](#ic4648e22749a453abbdeb4177f7a081a_37)] | | | [removed: [7](#ib6596935a15c4bddae0692a3c3f81990_37)] [added: [7](#ic4648e22749a453abbdeb4177f7a081a_37)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ib6596935a15c4bddae0692a3c3f81990_43)] [added: Operations](#ic4648e22749a453abbdeb4177f7a081a_40)] | | | [removed: [7](#ib6596935a15c4bddae0692a3c3f81990_43)] [added: [7](#ic4648e22749a453abbdeb4177f7a081a_40)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#ib6596935a15c4bddae0692a3c3f81990_64)] [added: Risk](#ic4648e22749a453abbdeb4177f7a081a_58)] | | | [removed: [28](#ib6596935a15c4bddae0692a3c3f81990_64)] [added: [27](#ic4648e22749a453abbdeb4177f7a081a_58)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#ib6596935a15c4bddae0692a3c3f81990_67)] [added: Data](#ic4648e22749a453abbdeb4177f7a081a_61)] | | | [removed: [29](#ib6596935a15c4bddae0692a3c3f81990_67)] [added: [28](#ic4648e22749a453abbdeb4177f7a081a_61)] | | |

| Item 9. | | | [Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#ib6596935a15c4bddae0692a3c3f81990_70)] [added: Disclosure](#ic4648e22749a453abbdeb4177f7a081a_64)] | | | [removed: [29](#ib6596935a15c4bddae0692a3c3f81990_70)] [added: [28](#ic4648e22749a453abbdeb4177f7a081a_64)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#ib6596935a15c4bddae0692a3c3f81990_73)] [added: Procedures](#ic4648e22749a453abbdeb4177f7a081a_67)] | | | [removed: [29](#ib6596935a15c4bddae0692a3c3f81990_73)] [added: [28](#ic4648e22749a453abbdeb4177f7a081a_67)] | | |

| Item 9B. | | | [Other [removed: Information](#ib6596935a15c4bddae0692a3c3f81990_76)] [added: Information](#ic4648e22749a453abbdeb4177f7a081a_70)] | | | [removed: [29](#ib6596935a15c4bddae0692a3c3f81990_76)] [added: [28](#ic4648e22749a453abbdeb4177f7a081a_70)] | | |

| [Item [removed: 10.](#ib6596935a15c4bddae0692a3c3f81990_82)] [added: 10.](#ic4648e22749a453abbdeb4177f7a081a_76)] | | | [Directors, Executive Officers and Corporate [removed: Governance](#ib6596935a15c4bddae0692a3c3f81990_82)] [added: Governance](#ic4648e22749a453abbdeb4177f7a081a_76)] | | | [removed: [30](#ib6596935a15c4bddae0692a3c3f81990_100)] [added: [29](#ic4648e22749a453abbdeb4177f7a081a_94)] | | |

| [Item [removed: 11.](#ib6596935a15c4bddae0692a3c3f81990_85)] [added: 11.](#ic4648e22749a453abbdeb4177f7a081a_79)] | | | [Executive [removed: Compensation](#ib6596935a15c4bddae0692a3c3f81990_85)] [added: Compensation](#ic4648e22749a453abbdeb4177f7a081a_79)] | | | [removed: [30](#ib6596935a15c4bddae0692a3c3f81990_100)] [added: [29](#ic4648e22749a453abbdeb4177f7a081a_94)] | | |

| [Item [removed: 12.](#ib6596935a15c4bddae0692a3c3f81990_88)] [added: 12.](#ic4648e22749a453abbdeb4177f7a081a_82)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#ib6596935a15c4bddae0692a3c3f81990_88)] [added: Matters](#ic4648e22749a453abbdeb4177f7a081a_82)] | | | [removed: [30](#ib6596935a15c4bddae0692a3c3f81990_100)] [added: [29](#ic4648e22749a453abbdeb4177f7a081a_94)] | | |

| [Item [removed: 13.](#ib6596935a15c4bddae0692a3c3f81990_91)] [added: 13.](#ic4648e22749a453abbdeb4177f7a081a_85)] | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#ib6596935a15c4bddae0692a3c3f81990_91)] [added: Independence](#ic4648e22749a453abbdeb4177f7a081a_85)] | | | [removed: [30](#ib6596935a15c4bddae0692a3c3f81990_100)] [added: [29](#ic4648e22749a453abbdeb4177f7a081a_94)] | | |

| [Item [removed: 14.](#ib6596935a15c4bddae0692a3c3f81990_94)] [added: 14.](#ic4648e22749a453abbdeb4177f7a081a_88)] | | | [Principal [removed: Account](#ib6596935a15c4bddae0692a3c3f81990_94)[ant](#ib6596935a15c4bddae0692a3c3f81990_94) [Fees] [added: Accountant Fees] and [removed: Services](#ib6596935a15c4bddae0692a3c3f81990_94)] [added: Services](#ic4648e22749a453abbdeb4177f7a081a_88)] | | | [removed: [30](#ib6596935a15c4bddae0692a3c3f81990_100)] [added: [29](#ic4648e22749a453abbdeb4177f7a081a_94)] | | |

| Item 15. | | | [removed: [Exhibit](#ib6596935a15c4bddae0692a3c3f81990_100) [and](#ib6596935a15c4bddae0692a3c3f81990_100) [Financial] [added: [Exhibit and Financial] Statement [removed: Schedules](#ib6596935a15c4bddae0692a3c3f81990_100)] [added: Schedules](#ic4648e22749a453abbdeb4177f7a081a_94)] | | | [removed: [30](#ib6596935a15c4bddae0692a3c3f81990_100)] [added: [29](#ic4648e22749a453abbdeb4177f7a081a_94)] | | |

| [Item [removed: 16.](#ib6596935a15c4bddae0692a3c3f81990_106)] [added: 16.](#ic4648e22749a453abbdeb4177f7a081a_100)] | | | [Form 10-K [removed: Summary](#ib6596935a15c4bddae0692a3c3f81990_106)] [added: Summary](#ic4648e22749a453abbdeb4177f7a081a_100)] | | | [removed: [33](#ib6596935a15c4bddae0692a3c3f81990_106)] [added: [32](#ic4648e22749a453abbdeb4177f7a081a_100)] | | |

| [Management Report on Internal Control Over Financial [removed: Reporting](#ib6596935a15c4bddae0692a3c3f81990_115)] [added: Reporting](#ic4648e22749a453abbdeb4177f7a081a_109)] | | | | | | [removed: [F-](#ib6596935a15c4bddae0692a3c3f81990_115)[1](#ib6596935a15c4bddae0692a3c3f81990_115)] [added: [F-](#ic4648e22749a453abbdeb4177f7a081a_109)[1](#ic4648e22749a453abbdeb4177f7a081a_109)] | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#ib6596935a15c4bddae0692a3c3f81990_118)] [added: Firm](#ic4648e22749a453abbdeb4177f7a081a_112)] | | | | | | [removed: [F-](#ib6596935a15c4bddae0692a3c3f81990_118)[2](#ib6596935a15c4bddae0692a3c3f81990_118)] [added: [F-](#ic4648e22749a453abbdeb4177f7a081a_112)[2](#ic4648e22749a453abbdeb4177f7a081a_112)] | | |

| [Consolidated Financial [removed: Statements](#ib6596935a15c4bddae0692a3c3f81990_121)] [added: Statements](#ic4648e22749a453abbdeb4177f7a081a_115)] | | | | | | [removed: [F-](#ib6596935a15c4bddae0692a3c3f81990_121)[4](#ib6596935a15c4bddae0692a3c3f81990_121)] [added: [F-](#ic4648e22749a453abbdeb4177f7a081a_115)[4](#ic4648e22749a453abbdeb4177f7a081a_115)] | | |

| [Notes to Consolidated Financial [removed: Statements](#ib6596935a15c4bddae0692a3c3f81990_136)] [added: Statements](#ic4648e22749a453abbdeb4177f7a081a_130)] | | | | | | [removed: [F-](#ib6596935a15c4bddae0692a3c3f81990_139)[9](#ib6596935a15c4bddae0692a3c3f81990_139)] [added: [F-](#ic4648e22749a453abbdeb4177f7a081a_133)[9](#ic4648e22749a453abbdeb4177f7a081a_133)] | | |

| [Schedule II - Valuation and Qualifying [removed: Accounts](#ib6596935a15c4bddae0692a3c3f81990_214)] [added: Accounts](#ic4648e22749a453abbdeb4177f7a081a_208)] | | | | | | [removed: [S-](#ib6596935a15c4bddae0692a3c3f81990_214)[1](#ib6596935a15c4bddae0692a3c3f81990_214)] [added: [S-](#ic4648e22749a453abbdeb4177f7a081a_208)[1](#ic4648e22749a453abbdeb4177f7a081a_208)] | | |

These statements may discuss goals, intentions and expectations as to future plans, trends, events, results of operations or financial [removed: condition,] [added: position,] or otherwise, based on current beliefs of the Company’s management as well as assumptions made by, and information currently available to, the Company’s management.

Factors that could cause actual results to differ materially from those in the forward-looking statements include: [added: adverse economic conditions, including those caused by] the impact of the COVID-19 pandemic, [added: severe and sustained inflation in countries that comprise our major markets, supply chain issues affecting the distribution of our clients’ products;] international, national or local economic conditions that could adversely affect the Company or its clients; losses on media purchases and production costs incurred on behalf of clients; reductions in client spending, a slowdown in client payments and a deterioration [added: or a disruption] in the credit markets; the ability to attract new clients and retain existing clients in the manner anticipated; changes in client advertising, marketing and corporate communications requirements; failure to manage potential conflicts of interest between or among clients; unanticipated changes relating to competitive factors in the advertising, marketing and corporate communications industries; the ability to hire and retain key personnel; currency exchange rate fluctuations; reliance on information technology systems; changes in legislation or governmental regulations affecting the Company or its clients; risks associated with assumptions the Company makes in connection with its critical accounting estimates and legal proceedings; and the Company’s international operations, which are subject to the risks of currency repatriation restrictions, social or political conditions and regulatory environment.

This report is our [removed: 2020] [added: 2021] annual report to shareholders and our [removed: 2020] [added: 2021] Annual Report on Form 10-K, or [removed: 2020] [added: 2021 Form] 10-K.

| 2.250% Senior Notes due 2033 | | | OMC/33 | | | New York Stock Exchange | | |

| Item 9C. | | | Disclosure Regarding Foreign Jurisdictions that Prevent Inspection | | | [28](#ic4648e22749a453abbdeb4177f7a081a_70) | | |

| [Signatures](#ic4648e22749a453abbdeb4177f7a081a_103) | | | | | | [33](#ic4648e22749a453abbdeb4177f7a081a_103) | | |

| [Signatures](#ib6596935a15c4bddae0692a3c3f81990_109) | | | | | | [34](#ib6596935a15c4bddae0692a3c3f81990_109) | | |

Our principal corporate offices are located at 280 Park Avenue, New York, New York; 1055 Washington Boulevard, Stamford, [removed: Connecticut] [added: Connecticut;] and 525 Okeechobee Boulevard, West Palm Beach, Florida.

We also maintain executive offices in London, England; Shanghai, [removed: China] [added: China;] and Singapore.

As of February [removed: 11, 2021,] [added: 1, 2022,] there were [removed: 1,930] [added: 1,905] registered holders of our common stock.

Common stock repurchases during the three months ended December 31, [removed: 2020] [added: 2021] were:

During the three months ended December 31, [removed: 2020,] [added: 2021,] we [added: purchased 3,512,485 shares of our common stock in the open market, and we] withheld [removed: 56,803] [added: 80,396] shares from employees to satisfy estimated statutory income tax obligations related to the vesting of restricted stock awards.

There were no unregistered sales of equity securities during the three months ended December 31, [removed: 2020.][added: 2021.]

| October 1 - October 31, 2021 | | | | | | 78,719 | | | | | | $74.45 | | | | | | — | | | | | | — | | |

| November 1 - November 30, 2021 | | | | | | 407,529 | | | | | | $68.37 | | | | | | — | | | | | | — | | |

| December 1 - December 31, 2021 | | | | | | 3,106,633 | | | | | | $70.95 | | | | | | — | | | | | | — | | |

| | | | | | | 3,592,881 | | | | | | $70.73 | | | | | | — | | | | | | — | | |

| October 1 - October 31, 2020 | | | | | | 51,487 | | | | | | $ | 50.22 | | | | | — | | | | | | — | | |

| November 1 - November 30, 2020 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

| December 1 - December 31, 2020 | | | | | | 5,316 | | | | | | 64.34 | | | | | | — | | | | | | — | | |

| | | | | | | 56,803 | | | | | | $ | 51.54 | | | | | — | | | | | | — | | |

We did not purchase any shares of our common stock in the open market.

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 in our definitive proxy statement, which is expected to be filed with the SEC by March 25, 2021.

Management, including our CEO and CFO, conducted an evaluation of the effectiveness of our disclosure controls and procedures as of December 31, [removed: 2020.][added: 2021.]

Based on that evaluation, our CEO and CFO concluded that, as of December 31, [removed: 2020,] [added: 2021,] 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: 2020] [added: 2021] 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: 2020.][added: 2021.]

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: 2020,] [added: 2021,] dated February [removed: 18, 2021,] [added: 9, 2022,] which is included on page F-2 of this [removed: 2020] [added: 2021 Form] 10-K.

PART III

Not applicable.

PART III

The information regarding [removed: Executive Officers of the Registrant] [added: our executive officers] 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 “Item 1 - Election of Directors,” [removed: “Stock Ownership Information”] and “Additional Information - Shareholder Proposals and Director Nominations for the [removed: 2022] [added: 2023] Annual Meeting” in our definitive proxy statement, or Proxy Statement, which is expected to be filed with the SEC within 120 days of the fiscal year ended December 31, [removed: 2020.][added: 2021.]

The information called for by this Item is incorporated herein by reference to the information to be included under the captions “Executive Compensation,” “Item 1 - Election of Directors - Directors' Compensation for Fiscal Year [removed: 2020”] [added: 2021”] and “Item 1 - Election of Directors - Board Policies and Processes - Compensation Committee Interlocks and Insider Participation” in our Proxy Statement.

Our independent registered public accounting firm is KPMG LLP, New York, NY, Auditor Firm ID: 185.

| | | | [Management Report on Internal Control Over Financial [removed: Reporting](#ib6596935a15c4bddae0692a3c3f81990_115)] [added: Reporting](#ic4648e22749a453abbdeb4177f7a081a_109)] | | | [removed: [F-](#ib6596935a15c4bddae0692a3c3f81990_115)[1](#ib6596935a15c4bddae0692a3c3f81990_115)] [added: [F-](#ic4648e22749a453abbdeb4177f7a081a_109)[1](#ic4648e22749a453abbdeb4177f7a081a_109)] | | |

| | | | [Report of Independent Registered Public Accounting [removed: Firm](#ib6596935a15c4bddae0692a3c3f81990_118)] [added: Firm](#ic4648e22749a453abbdeb4177f7a081a_112)] | | | [removed: [F-](#ib6596935a15c4bddae0692a3c3f81990_118)[2](#ib6596935a15c4bddae0692a3c3f81990_118)] [added: [F-](#ic4648e22749a453abbdeb4177f7a081a_112)[2](#ic4648e22749a453abbdeb4177f7a081a_112)] | | |

| | | | Consolidated Balance Sheets at December 31, [removed: 2020] [added: 2021] and [removed: 2019] [added: 2020] | | | [removed: [F-](#ib6596935a15c4bddae0692a3c3f81990_121)[4](#ib6596935a15c4bddae0692a3c3f81990_121)] [added: [F-](#ic4648e22749a453abbdeb4177f7a081a_115)[4](#ic4648e22749a453abbdeb4177f7a081a_115)] | | |

| | | | Consolidated Statements of Income for the Three Years Ended December 31, [removed: 2020] [added: 2021] | | | [removed: [F-](#ib6596935a15c4bddae0692a3c3f81990_124)[5](#ib6596935a15c4bddae0692a3c3f81990_124)] [added: [F-](#ic4648e22749a453abbdeb4177f7a081a_118)[5](#ic4648e22749a453abbdeb4177f7a081a_118)] | | |

| | | | Consolidated Statements of Comprehensive Income for the Three Years Ended December 31, [removed: 2020] [added: 2021] | | | [removed: [F-](#ib6596935a15c4bddae0692a3c3f81990_127)[6](#ib6596935a15c4bddae0692a3c3f81990_127)] [added: [F-](#ic4648e22749a453abbdeb4177f7a081a_121)[6](#ic4648e22749a453abbdeb4177f7a081a_121)] | | |

| | | | Consolidated Statements of Equity for the Three Years Ended December 31, [removed: 2020] [added: 2021] | | | [removed: [F-](#ib6596935a15c4bddae0692a3c3f81990_130)[7](#ib6596935a15c4bddae0692a3c3f81990_130)] [added: [F-](#ic4648e22749a453abbdeb4177f7a081a_124)[7](#ic4648e22749a453abbdeb4177f7a081a_124)] | | |

| | | | Consolidated Statements of Cash Flows for the Three Years Ended December 31, [removed: 2020] [added: 2021] | | | [removed: [F-](#ib6596935a15c4bddae0692a3c3f81990_133)[8](#ib6596935a15c4bddae0692a3c3f81990_133)] [added: [F-](#ic4648e22749a453abbdeb4177f7a081a_127)[8](#ic4648e22749a453abbdeb4177f7a081a_127)] | | |

| | | | [Notes to Consolidated Financial [removed: Statements](#ib6596935a15c4bddae0692a3c3f81990_136)] [added: Statements](#ic4648e22749a453abbdeb4177f7a081a_130)] | | | [removed: [F-](#ib6596935a15c4bddae0692a3c3f81990_139)[9](#ib6596935a15c4bddae0692a3c3f81990_139)] [added: [F-](#ic4648e22749a453abbdeb4177f7a081a_133)[9](#ic4648e22749a453abbdeb4177f7a081a_133)] | | |

| | | | Schedule II - Valuation and Qualifying Accounts for the Three Years Ended December 31, [removed: 2020] [added: 2021] | | | [removed: [S-](#ib6596935a15c4bddae0692a3c3f81990_214)[1](#ib6596935a15c4bddae0692a3c3f81990_214)] [added: [S-](#ic4648e22749a453abbdeb4177f7a081a_208)[1](#ic4648e22749a453abbdeb4177f7a081a_208)] | | |

| 4.1 | | | [removed: [Indenture,] [added: [Base Indenture,] dated as of [removed: July 1, 2009,] [added: October 29, 2014,] among Omnicom Group Inc., Omnicom Capital [removed: Inc., Omnicom Finance] Inc. and Deutsche Bank Trust Company Americas, as trustee [removed: (“2009] [added: (“2014] Base [removed: Indenture”)] [added: Indenture”),] (Exhibit 4.1 to our Current Report on Form 8-K (File No. 1-10551) dated [removed: July 1, 2009] [added: October 29, 2014 (“October 29, 2014 8-K”)] and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/29989/000089109209002688/e35860ex4_1.htm)] [added: reference).](http://www.sec.gov/Archives/edgar/data/29989/000089109214008080/e61206ex4-1.htm)] | | |

| [removed: 4.2] [added: 4.4] | | | [removed: [Third] [added: [Second] Supplemental Indenture to the [removed: 2009] [added: 2014] Base Indenture, dated as of April [removed: 23, 2012,] [added: 6, 2016,] among Omnicom Group Inc., Omnicom Capital [removed: Inc., Omnicom Finance] Inc. and Deutsche Bank Trust Company Americas, as trustee, in connection with [removed: our] [added: the] issuance of [removed: $750 million 3.625%] [added: $1.4 billion 3.60%] Senior Notes due [removed: 2022] [added: 2026] (Exhibit 4.1 to our Current Report on Form 8-K (File No. 1-10551) dated April [removed: 23, 2012] [added: 6, 2016 (“April 6, 2016 8-K”)] and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/29989/000089109212002269/e48169_ex4-1.htm)] [added: reference).](http://www.sec.gov/Archives/edgar/data/29989/000089109216014001/e68986ex4-1.htm)] | | |

| [removed: 4.3] [added: 4.6] | | | [removed: [Fourth Supplemental Indenture to the 2009 Base] [added: [Base] Indenture, dated as of July [removed: 20, 2012,] [added: 8, 2019,] among Omnicom [added: Finance Holdings plc, as issuer, Omnicom] Group [removed: Inc.,] [added: Inc. and] Omnicom Capital [removed: Inc.] [added: Inc., as guarantors,] and Deutsche Bank Trust Company Americas, as [removed: trustee,] [added: trustee (“2019 Base Indenture”),] (Exhibit [removed: 4.4] [added: 4.1] to our Current Report on Form 8-K (File No. 1-10551) dated July [removed: 20, 2012] [added: 8, 2019 (“July 8, 2019 8-K”)] and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/29989/000089109212004036/e49201ex4-4.htm)] [added: reference).](http://www.sec.gov/Archives/edgar/data/29989/000089109219007603/e5820ex4-1.htm)] | | |

| [removed: 4.4] [added: 4.13] | | | [removed: [Fifth] [added: [Second] Supplemental Indenture to the [removed: 2009] [added: 2020] Base Indenture, dated as of [removed: August 9, 2012,] [added: April 1, 2020,] among Omnicom Group Inc., [removed: Omnicom Capital Inc.] [added: as issuer,] and Deutsche Bank Trust Company Americas, as trustee, in connection with [removed: our] [added: the] issuance of [removed: $500] [added: $600] million [removed: 3.625%] [added: 4.200%] Senior Notes due [removed: 2022] [added: 2030] (Exhibit 4.1 to our Current Report on Form 8-K (File No. 1-10551) [removed: dated August 9, 2012 (“August 9, 2012] [added: filed on April 1, 2020 (“April 1, 2020] 8-K”) and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/29989/000089109212004585/e49489ex4-1.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/29989/000089109220004922/e9047ex4-1.htm)] | | |

| [removed: 4.5] [added: 4.3] | | | [Form of [removed: 3.625%] [added: 3.65%] Notes due [removed: 2022 (Exhibit] [added: 2024 (included in Exhibit] 4.2 to the [removed: August 9, 2012] [added: October 29, 2014] 8-K and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/29989/000089109212004585/e49489ex4-2.htm)] [added: reference).](http://www.sec.gov/Archives/edgar/data/29989/000089109214008080/e61206ex4-2.htm)] | | |

| [removed: 4.6] [added: 4.10] | | | [Base Indenture, dated as of [removed: October 29, 2014,] [added: February 21, 2020,] among Omnicom Group Inc., [removed: Omnicom Capital Inc.] [added: as issuer,] and Deutsche Bank Trust Company Americas, as trustee [removed: (“2014] [added: (](https://www.sec.gov/Archives/edgar/data/29989/000089109220001901/e8442ex4-1.htm)[“](https://www.sec.gov/Archives/edgar/data/29989/000089109220001901/e8442ex4-1.htm)[2020] Base [removed: Indenture”),] [added: Indenture](https://www.sec.gov/Archives/edgar/data/29989/000089109220001901/e8442ex4-1.htm)[”](https://www.sec.gov/Archives/edgar/data/29989/000089109220001901/e8442ex4-1.htm)[)] (Exhibit 4.1 to our Current Report on Form 8-K (File No. 1-10551) [removed: dated October 29, 2014 (“October 29, 2014 8-K”)] [added: filed on February 21, 2020 (](https://www.sec.gov/Archives/edgar/data/29989/000089109220001901/e8442ex4-1.htm)[“](https://www.sec.gov/Archives/edgar/data/29989/000089109220001901/e8442ex4-1.htm)[February 21, 2020 8-K](https://www.sec.gov/Archives/edgar/data/29989/000089109220001901/e8442ex4-1.htm)[”](https://www.sec.gov/Archives/edgar/data/29989/000089109220001901/e8442ex4-1.htm)[)] and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/29989/000089109214008080/e61206ex4-1.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/29989/000089109220001901/e8442ex4-1.htm)] | | |

| [removed: 4.7] [added: 4.2] | | | [First Supplemental 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 [removed: our] [added: the] issuance of $750 million 3.65% Senior Notes due 2024 (Exhibit 4.2 to the October 29, 2014 8-K and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/29989/000089109214008080/e61206ex4-2.htm) | | |

| 4.8 | | | [Form of [removed: 3.65%] [added: 0.80%] Notes due [removed: 2024] [added: 2027] (included in Exhibit 4.2 to the [removed: October 29, 2014] [added: July 8, 2019] 8-K and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/29989/000089109214008080/e61206ex4-2.htm)] [added: reference).](http://www.sec.gov/Archives/edgar/data/29989/000089109219007603/e5820ex4-2.htm)] | | |

| [removed: 4.9] [added: 4.15] | | | [removed: [Second] [added: [Third] Supplemental Indenture to the [removed: 2014] [added: 2020] Base Indenture, dated as of April [removed: 6, 2016,] [added: 28, 2021,] among Omnicom Group Inc., [removed: Omnicom Capital Inc.] [added: as issuer,] and Deutsche Bank Trust Company Americas, as trustee, in connection with the issuance of [removed: $1.4 billion 3.60%] [added: $800 million 2.600%] Senior Notes due [removed: 2026] [added: 2031] (Exhibit 4.1 to our Current Report on Form 8-K (File No. 1-10551) [removed: dated April 6, 2016 (“April 6, 2016 8-K”)] [added: filed on May 3, 2021 (the “May 3, 2021 8-K](https://www.sec.gov/Archives/edgar/data/29989/000089109221004037/e13404ex4-1.htm)[”](https://www.sec.gov/Archives/edgar/data/29989/000089109221004037/e13404ex4-1.htm)[)] and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/29989/000089109216014001/e68986ex4-1.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/29989/000089109221004037/e13404ex4-1.htm)] | | |

| [removed: 4.10] [added: 4.5] | | | [Form of 3.60% Notes due 2026 (included in Exhibit 4.1 to the April 6, 2016 8-K and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/29989/000089109216014001/e68986ex4-1.htm) | | |

| [removed: 4.11] [added: 4.17] | | | [Base Indenture, dated as of [removed: July 8, 2019,] [added: November 22, 2021,] among Omnicom [removed: Finance] [added: Capital] Holdings plc, as issuer, Omnicom Group [removed: Inc. and Omnicom Capital] Inc., as [removed: guarantors,] [added: guarantor,] and Deutsche Bank Trust Company Americas, as trustee [removed: (“2019] [added: (“2021] Base [removed: Indenture”),] [added: Indenture](https://www.sec.gov/Archives/edgar/data/29989/000138713121011389/ex4-1.htm)[”](https://www.sec.gov/Archives/edgar/data/29989/000138713121011389/ex4-1.htm)[),] (Exhibit 4.1 to our Current Report on Form 8-K (File No. 1-10551) [removed: dated July 8, 2019 (“July 8, 2019 8-K”)] [added: filed on November 22, 2021 (“November 22, 2021 8-K](https://www.sec.gov/Archives/edgar/data/29989/000138713121011389/ex4-1.htm)[”](https://www.sec.gov/Archives/edgar/data/29989/000138713121011389/ex4-1.htm)[)] and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/29989/000089109219007603/e5820ex4-1.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/29989/000138713121011389/ex4-1.htm)] | | |

| [removed: 4.12] [added: 4.7] | | | [First Supplemental Indenture to the 2019 Base Indenture, dated as of July 8, 2019, among Omnicom Finance Holdings plc, as issuer, Omnicom Group Inc. and Omnicom Capital Inc., as guarantors, and Deutsche Bank Trust Company Americas, as trustee, in connection with the issuance of €500 million aggregate principal amount of Senior Notes due 2027 and [removed: €](http://www.sec.gov/Archives/edgar/data/29989/000089109219007603/e5820ex4-2.htm)[500](http://www.sec.gov/Archives/edgar/data/29989/000089109219007603/e5820ex4-2.htm) [million] [added: €500 million] aggregate principal amount of Senior Notes due [removed: 20](http://www.sec.gov/Archives/edgar/data/29989/000089109219007603/e5820ex4-2.htm)[31](http://www.sec.gov/Archives/edgar/data/29989/000089109219007603/e5820ex4-2.htm) [(Exhibit] [added: 2031 (Exhibit] 4.2 to the July 8, 2019 8-K and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/29989/000089109219007603/e5820ex4-2.htm) | | |

| [removed: 4.13] [added: 4.9] | | | [Form of [removed: 0.80%] [added: 1.40%] Notes due [removed: 2027] [added: 2031] (included in Exhibit 4.2 to the July 8, 2019 8-K and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/29989/000089109219007603/e5820ex4-2.htm) | | |

| [removed: 4.14] [added: 4.12] | | | [Form of [removed: 1.40%] [added: 2.450%] Notes due [removed: 2031 (included] [added: 2030 (Included] in Exhibit 4.2 to the [removed: July 8, 2019] [added: February 21, 2020] 8-K and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/29989/000089109219007603/e5820ex4-2.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/29989/000089109220001901/e8442ex4-2.htm)] | | |

| [removed: 4.15] [added: 4.11] | | | [removed: [Base] [added: [First Supplemental Indenture to the 2020 Base] Indenture, dated as of February 21, 2020, among Omnicom Group Inc., as issuer, and Deutsche Bank Trust Company Americas, as [removed: trustee] [added: trustee, in connection with the issuance of $600 million 2.450% Senior Notes due 2030] (Exhibit [removed: 4.1] [added: 4.2] to [removed: our Current Report on Form 8-K (File No. 1-10551) filed on] [added: the] February 21, 2020 [removed: ("February 21, 2020 8-K")] [added: 8-K] and incorporated herein by [removed: reference).](https://www.sec.gov/Archives/edgar/data/29989/000089109220001901/e8442ex4-1.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/29989/000089109220001901/e8442ex4-2.htm)] | | |

| [removed: 4.16] [added: 4.18] | | | [First Supplemental [added: Indenture to the 2021 Base] Indenture, dated as of [removed: February 21, 2020,] [added: November 22, 2021,] among Omnicom [added: Capital Holdings plc, as issuer, Omnicom] Group Inc., as [removed: issuer,] [added: guarantor,] and Deutsche Bank Trust Company Americas, as [removed: trustee] [added: trustee, in connection with the issuance of £325 million aggregate principal amount of 2.250% Senior Notes due 2033] (Exhibit 4.2 to the [removed: February 21, 2020 8-K] [added: November 22, 2021 8-K)] and incorporated herein by [removed: reference).](https://www.sec.gov/Archives/edgar/data/29989/000089109220001901/e8442ex4-2.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/29989/000138713121011389/ex4-2.htm)] | | |

| [removed: 4.17] [added: 4.14] | | | [Form of [removed: 2.450%] [added: 4.200%] Notes due 2030 (Included in Exhibit [removed: 4.2] [added: 4.1] to the [removed: February 21,] [added: April 1,] 2020 8-K and incorporated herein by [removed: reference).](https://www.sec.gov/Archives/edgar/data/29989/000089109220001901/e8442ex4-2.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/29989/000089109220004922/e9047ex4-1.htm)] | | |

| [removed: 4.18] [added: 10.24] | | | [removed: [Second Supplemental Indenture,] [added: [Employment Agreement] dated as of [removed: April 1, 2020, among] [added: July 21, 2021 by and between] Omnicom [removed: Group Inc., as issuer,] [added: Management Inc.] and [removed: Deutsche Bank Trust Company Americas, as trustee] [added: John D. Wren] (Exhibit [removed: 4.1] [added: 10.1] to our Current Report on Form 8-K (File No. 1-10551) filed on [removed: April 1, 2020 (“April 1, 2020 8-K”)] [added: July 23, 2021] and incorporated herein by [removed: reference).](https://www.sec.gov/Archives/edgar/data/29989/000089109220004922/e9047ex4-1.htm)] [added: reference).](http://www.sec.gov/Archives/edgar/data/29989/000089109221005635/e14017ex10-1.htm)] | | |

| [removed: 4.19] [added: 4.16] | | | [Form of [removed: 4.200%] [added: 2.600%] Notes due [removed: 2030] [added: 2031] (Included in Exhibit 4.1 to the [removed: April 1, 2020] [added: May 3, 2021] 8-K and incorporated herein by [removed: reference).](https://www.sec.gov/Archives/edgar/data/29989/000089109220004922/e9047ex4-1.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/29989/000089109221004037/e13404ex4-1.htm)] | | |

| [removed: 4.20] [added: 10.7] | | | [removed: [Description of Securities] [added: [Omnicom Group Inc. SERCR Plan] (Exhibit [removed: 4.17] [added: 10.10] to our Annual Report on Form 10-K (File No. 1-10551) for the year ended December 31, [removed: 2019] [added: 2011] and incorporated herein by [removed: reference).](https://www.sec.gov/Archives/edgar/data/29989/000002998920000005/a2019q4exhibit417.htm)] [added: reference).](http://www.sec.gov/Archives/edgar/data/29989/000002998912000005/exhibit1010.htm)] | | |

| 10.2 | | | [removed: [364-Day] [added: [Amendment No. 1 to the] Credit Agreement, dated [added: October 26, 2020, to the Second Amended and Restated Five Year Credit Agreement, dated] as of [removed: April 3,] [added: February 14,] 2020, by and among Omnicom Capital Inc., Omnicom [added: Finance Limited, Omnicom] Group Inc., [added: any other subsidiary of Omnicom Group Inc. designated for borrowing privileges,] the banks, financial institutions and other institutional lenders [removed: and initial issuing banks listed on the signature pages thereof,] [added: party thereto,] Citibank, N.A., [removed: BofA Securities, Inc., Mizuho] [added: JPMorgan Chase] Bank, [removed: Ltd.] [added: N.A.,] and [removed: U.S. Bank National Association,] [added: Wells Fargo Securities, LLC,] as [removed: joint] lead arrangers and [removed: joint] book managers, [added: JPMorgan Chase Bank, N.A. and Wells Fargo Bank, National Association, as syndication agents,] Bank of America, N.A., [removed: Mizuho Bank, Ltd.] [added: BNP Paribas, Barclays Bank PLC, Deutsche Bank Securities Inc.] and [removed: U.S.] [added: HSBC] Bank [added: USA,] National Association, as [removed: syndication] [added: documentation] agents, and Citibank, N.A., as administrative agent for the lenders (Exhibit 10.1 to our [removed: Current] [added: Quarterly] Report on Form [removed: 8-K] [added: 10-Q] (File No. 1-10551) [removed: filed on April 6,] [added: for the quarter ended September 30,] 2020 and incorporated herein by [removed: reference).](https://www.sec.gov/Archives/edgar/data/29989/000089109220005160/e9156ex10-1.htm)] [added: reference](http://www.sec.gov/Archives/edgar/data/29989/000002998920000016/a2020q3exhibit101.htm)).] | | |

| [removed: 10.5] [added: 10.3] | | | [Director Compensation and Director Compensation and Deferred Stock Program Stock Program (Exhibit 10.1 to our Quarterly Report on Form 10-Q (File No. 1-10551) for the quarter ended March 31, 2020 [removed: ("March] [added: (](http://www.sec.gov/Archives/edgar/data/29989/000002998920000007/a2020q1exhibit101.htm)[“](http://www.sec.gov/Archives/edgar/data/29989/000002998920000007/a2020q1exhibit101.htm)[March] 31, 2020 [removed: 10-Q")] [added: 10-Q](http://www.sec.gov/Archives/edgar/data/29989/000002998920000007/a2020q1exhibit101.htm)[”](http://www.sec.gov/Archives/edgar/data/29989/000002998920000007/a2020q1exhibit101.htm)[)] and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/29989/000002998920000007/a2020q1exhibit101.htm) | | |

| [removed: 10.6] [added: 10.4] | | | [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 and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/29989/000002998913000004/a2012q410-kexhibit105.htm) | | |

| [removed: 10.7] [added: 10.5] | | | Standard form of the Director Indemnification Agreement (Exhibit 10.25 to our Annual Report on Form 10-K (File No. 1-10551) for the year ended December 31, 1989 and incorporated herein by reference). | | |

| [removed: 10.8] [added: 10.6] | | | [Senior Management Incentive Plan as amended and restated on December 4, 2008 (Exhibit 10.9 to our Annual Report on Form 10-K (File No. 1-10551) for the year ended December 31, 2008 (“2008 10-K”) and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/29989/000089109209000891/e34339ex10_9.htm) | | |

| [removed: 10.9] [added: 10.8] | | | [removed: [Omnicom] [added: [Form of Award Agreement under the Omnicom] Group Inc. SERCR Plan (Exhibit [removed: 10.10] [added: 10.2] to our [removed: Annual] [added: Current] Report on Form [removed: 10-K] [added: 8-K] (File No. 1-10551) [removed: for the year ended] [added: dated] December [removed: 31, 2011] [added: 13, 2006] and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/29989/000002998912000005/exhibit1010.htm)] [added: reference).](http://www.sec.gov/Archives/edgar/data/29989/000089109206003784/e25807ex10_2.txt)] | | |

| 10.10 | | | [Form of [removed: Award] [added: Indemnification] Agreement [removed: under the Omnicom Group Inc. SERCR Plan] (Exhibit [removed: 10.2] [added: 10.1] to our [removed: Current] [added: Quarterly] Report on Form [removed: 8-K] [added: 10-Q] (File No. 1-10551) [removed: dated December 13, 2006] [added: for the quarter ended June 30, 2007] and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/29989/000089109206003784/e25807ex10_2.txt)] [added: reference).](http://www.sec.gov/Archives/edgar/data/29989/000089109207003076/e27994_ex10-1.htm)] | | |

| [removed: 10.11] [added: 10.9] | | | [Omnicom Group Inc. Amended and Restated 2007 Incentive Award Plan (Appendix A to our Proxy Statement (File No. 1-10551) filed on April 15, 2010 and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/29989/000089109210001523/e38424def14a.htm) | | |

| [removed: 10.12] [added: 10.18] | | | [Form of [removed: Indemnification] [added: Grant Notice and Performance Restricted Stock Unit] Agreement (Exhibit 10.1 to our Quarterly Report on Form 10-Q (File No. 1-10551) for the quarter ended June 30, [removed: 2007] [added: 2011] and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/29989/000089109207003076/e27994_ex10-1.htm)] [added: reference).](http://www.sec.gov/Archives/edgar/data/29989/000089109211004664/e44413ex10-1.htm)] | | |

| [removed: 10.13] [added: 10.11] | | | [Restricted Stock Unit Deferred Compensation Plan (Exhibit 10.16 to the 2008 10-K and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/29989/000089109209000891/e34339ex10_16.htm) | | |

| [removed: 10.14] [added: 10.12] | | | [Restricted Stock Deferred Compensation Plan (Exhibit 10.17 to the 2008 10-K and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/29989/000089109209000891/e34339ex10_17.htm) | | |

| 4.19 | | | [Form of 2.250% Senior Notes due 2033 (Included in Exhibit 4.2 to the November 22, 2021 8-K and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/29989/000138713121011389/ex4-2.htm) | | |

| 4.20 | | | [Description of Securities](https://www.sec.gov/Archives/edgar/data/29989/000002998922000012/a2021q4exhibit420.htm) | | |

| 10.21 | | | [Omnicom Group Inc. 2021 Incentive Award Plan (incorporated by reference to our Definitive Proxy Statement on Schedule 14A, filed on March 25, 2021).](https://www.sec.gov/Archives/edgar/data/29989/000120677421000823/omc3858241-def14a.htm) | | |

| 10.23 | | | [2021 Incentive Award Plan Option Agreement - Form of Grant Notice and Agreement (Exhibit 10.3 to June 30, 2021 10-Q and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/29989/000002998921000016/a2021q22021exhibit103.htm) | | |

| 10.3 | | | [Amendment No. 1 to the Credit Agreement, dated October 26, 2020, to the Second Amended and Restated Five Year Credit Agreement, dated as of February 14, 2020, by and among Omnicom Capital Inc., Omnicom Finance Limited, Omnicom Group Inc., any other subsidiary of Omnicom Group Inc. designated for borrowing privileges, the banks, financial institutions and other institutional lenders party thereto, Citibank, N.A., JPMorgan Chase Bank, N.A., and Wells Fargo Securities, LLC, as lead arrangers and book managers, JPMorgan Chase Bank, N.A. and Wells Fargo Bank, National Association, as syndication agents, Bank of America, N.A., BNP Paribas, Barclays Bank PLC, Deutsche Bank Securities Inc. and HSBC Bank USA, National Association, as documentation agents, and Citibank, N.A., as administrative agent for the lenders (Exhibit 10.1 to our Quarterly Report on Form 10-Q (File No. 1-10551) for the quarter ended September 30, 2020 ("September 30, 2020 10-Q") and incorporated herein by reference](http://www.sec.gov/Archives/edgar/data/29989/000002998920000016/a2020q3exhibit101.htm)). | | |

| 10.4 | | | [Amendment No. 1 to the Credit Agreement, dated October 26, 2020, to the 364-Day Credit Agreement, dated as of April 3, 2020, by and among Omnicom Capital Inc., Omnicom Group Inc., the banks, financial institutions and other institutional lenders party thereto, Citibank, N.A., BofA Securities, Inc., Mizuho Bank, Ltd. and U.S. Bank National Association, as joint lead arrangers and joint book managers, Bank of America, N.A., Mizuho Bank, Ltd. and U.S. Bank National Association, as syndication agents, and Citibank, N.A., as administrative agent for the lenders (Exhibit 10.2 to the September 30, 2020 10-Q and incorporated herein by reference](http://www.sec.gov/Archives/edgar/data/29989/000002998920000016/a2020q3exhibit102.htm)[).](http://www.sec.gov/Archives/edgar/data/29989/000002998920000016/a2020q3exhibit102.htm) | | |

| 10.23 | | | [Separation Agreement, dated October 12, 2018, by and between Omnicom Capital Inc. and Dennis Hewitt (Exhibit 10.1 to our Current Report on Form 8-K (File No. 1-10551) filed on October 18, 2018 and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/29989/000089109218007567/e2520ex10-1.htm) | | |

| February [removed: 18, 2021] [added: 9, 2022] | | | BY: | | | /s/ PHILIP J. ANGELASTRO | | |

| /s/ JOHN D. WREN | | | Chairman and Chief Executive Officer and Director (Principal Executive Officer) | | | February [removed: 18, 2021] [added: 9, 2022] | | |

| /s/ PHILIP J. ANGELASTRO | | | Executive Vice President and Chief Financial Officer (Principal Financial Officer) | | | February [removed: 18, 2021] [added: 9, 2022] | | |

| /s/ ANDREW L. CASTELLANETA | | | Senior Vice President, Chief Accounting Officer (Principal Accounting Officer) | | | February [removed: 18, 2021] [added: 9, 2022] | | |

| /s/ MARY C. CHOKSI | | | Director | | | February [removed: 18, 2021] [added: 9, 2022] | | |

| /s/ LEONARD S. COLEMAN, JR. | | | Director | | | February [removed: 18, 2021] [added: 9, 2022] | | |

| /s/ SUSAN S. DENISON | | | Director | | | February [removed: 18, 2021] [added: 9, 2022] | | |

| /s/ RONNIE S. HAWKINS | | | Director | | | February [removed: 18, 2021] [added: 9, 2022] | | |

| /s/ DEBORAH J. KISSIRE | | | Director | | | February [removed: 18, 2021] [added: 9, 2022] | | |

| /s/ GRACIA C. MARTORE | | | Director | | | February [removed: 18, 2021] [added: 9, 2022] | | |

| /s/ LINDA JOHNSON RICE | | | Director | | | February [removed: 18, 2021] [added: 9, 2022] | | |

| /s/ VALERIE M. WILLIAMS | | | Director | | | February [removed: 18, 2021] [added: 9, 2022] | | |

This judgment is based on the procedures described in the [removed: fifth] [added: fourth] and [removed: sixth] [added: 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: 2020.][added: 2021.]

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: 2020,] [added: 2021,] dated February [removed: 18, 2021.][added: 9, 2022.]

We have audited the accompanying consolidated balance sheets of Omnicom Group Inc. and subsidiaries (the Company) as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] 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: 2020,] [added: 2021,] and the related notes and financial statement schedule II (collectively, the consolidated financial statements).

We also have audited the Company’s internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on criteria established in *Internal Control - Integrated Framework* *(2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, [removed: 2020,] [added: 2021,] 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: 2020,] [added: 2021,] based on criteria established in *Internal Control -* *Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

As discussed in Note 3 to the consolidated financial statements, the Company provides an extensive range of advertising, marketing and corporate communication services through its [removed: branded] networks and agencies, which operate in all major markets throughout the Americas, EMEA and Asia Pacific regions.

Consolidated revenues across all disciplines and [removed: global economic] [added: geographic] markets was [removed: $13,171.1] [added: $14,289.4] million for the year-ended December 31, [removed: 2020.][added: 2021.]

Evaluating the sufficiency of audit evidence obtained required a high degree of auditor judgment because of the volume of contracts entered into across the [removed: branded] networks and agencies for which revenue was recorded.

| | | | [added: 2021 | | | | | |] 2020 | | | | | | 2019 | | |

| Cash and cash equivalents | | | $ | [removed: 5,600.5] [added: 5,316.8] | | | | | $ | [removed: 4,305.7] [added: 5,600.5] | |

| Accounts receivable, net of allowance for doubtful accounts of [removed: $30.4] [added: $21.7] and [removed: $21.5] [added: $30.4] | | | [removed: 7,813.4] [added: 8,472.5] | | | | | | [removed: 7,829.0] [added: 7,813.4] | | |

| Work in process | | | [removed: 1,101.2] [added: 1,201.0] | | | | | | [removed: 1,257.6] [added: 1,101.2] | | |

| Other current assets | | | [removed: 1,075.0] [added: 919.2] | | | | | | [removed: 1,188.8] [added: 1,075.0] | | |

| Total Current Assets | | | [removed: 15,590.1] [added: 15,909.5] | | | | | | [removed: 14,584.7] [added: 15,590.1] | | |

| Property and Equipment at cost, less accumulated depreciation of [removed: $1,156.7] [added: $1,165.7] and [removed: $1,142.8] [added: $1,156.7] | | | [removed: 585.2] [added: 992.1] | | | | | | [removed: 663.4] [added: 585.2] | | |

| Operating Lease Right-Of-Use Assets | | | [removed: 1,223.4] [added: 1,202.9] | | | | | | [removed: 1,398.3] [added: 1,223.4] | | |

| Equity Method Investments | | | [removed: 85.3] [added: 76.3] | | | | | | [removed: 106.8] [added: 85.3] | | |

| Goodwill | | | [removed: 9,609.7] [added: 9,738.6] | | | | | | [removed: 9,440.5] [added: 9,609.7] | | |

| Intangible Assets, net of accumulated amortization of [removed: $817.2] [added: $856.5] and [removed: $759.2] [added: $817.2] | | | [removed: 298.5] [added: 298.0] | | | | | | [removed: 338.2] [added: 298.5] | | |

| Other Assets | | | [removed: 255.0] [added: 204.4] | | | | | | [removed: 251.5] [added: 255.0] | | |

| TOTAL ASSETS | | | $ | [removed: 27,647.2] [added: 28,421.8] | | | | | $ | [removed: 26,783.4] [added: 27,647.2] | |

| Accounts payable | | | $ | [removed: 11,513.0] [added: 11,897.2] | | | | | $ | [removed: 11,768.4] [added: 11,513.0] | |

| Customer advances | | | [removed: 1,361.3] [added: 1,644.5] | | | | | | [removed: 1,215.3] [added: 1,361.3] | | |

| Short-term debt | | | [removed: 3.9] [added: 9.6] | | | | | | [removed: 10.1] [added: 3.9] | | |

| Taxes payable | | | [removed: 244.5] [added: 263.3] | | | | | | [removed: 252.8] [added: 244.5] | | |

| Other current liabilities | | | [removed: 2,402.4] [added: 2,411.6] | | | | | | [removed: 2,131.9] [added: 2,402.4] | | |

February 9, 2022

| Gain on disposition of subsidiary | | | (50.5) | | | | | | — | | | | | | — | | |

| Basic | | | $6.57 | | | | | | $4.38 | | | | | | $6.09 | | |

| Diluted | | | $6.53 | | | | | | $4.37 | | | | | | $6.06 | | |

| Net income | | | $ | 1,507.6 | | | | | $ | 1,020.8 | | | | | $ | 1,435.9 | |

| Gain on disposition of subsidiary | | | (50.5) | | | | | | — | | | | | | — | | |

As the impact of the COVID-19 pandemic on the global economy moderated, we experienced an improvement in our business in 2021 as compared to 2020.

In 2021, revenue increased $1,118.3 million, or 8.5%, compared to 2020.

The increase in revenue primarily reflects increased client spending in all our disciplines and across all our geographic areas compared to the prior year period and the strengthening of most foreign currencies, primarily the British Pound and the Euro, against the U.S. Dollar.

The increase in revenue year-over-year was partially offset by a reduction in acquisition revenue, net of disposition revenue, reflecting the sale of our wholly owned subsidiary ICON International, or ICON, a specialty media business, in the second quarter of 2021.

Global economic conditions may continue to be volatile as long as the COVID-19 pandemic remains a public health threat, which could negatively impact our clients’ spending plans.

As a result, we recorded a pre-tax charge of $277.9 million, which was partially offset by the benefit related to pandemic relief reimbursements of $162.6 million under government programs in several countries.

In certain of our long-term client contracts, which have a term

Variable consideration for our

Receipt of reimbursements under government programs for certain operating expenses are recorded as a reduction to the related operating expense.

Precision Marketing includes digital and direct marketing, digital transformation and data and analytics.

Commerce & Brand Consulting services include brand consulting, strategy and research, and retail ecommerce.

Experiential marketing services include live and digital events and experience design and execution.

| Advertising | | | $ | 7,959.3 | | | | | $ | 7,511.4 | | | | | $ | 8,664.2 | |

| Precision Marketing | | | 1,194.8 | | | | | | 944.6 | | | | | | 927.2 | | |

| Commerce & Brand Consulting | | | 910.7 | | | | | | 821.8 | | | | | | 971.8 | | |

| Experiential | | | 545.9 | | | | | | 426.8 | | | | | | 670.0 | | |

| Execution & Support | | | 1,026.6 | | | | | | 961.3 | | | | | | 1,177.2 | | |

| Public Relations | | | 1,391.7 | | | | | | 1,310.9 | | | | | | 1,386.7 | | |

| Healthcare | | | 1,260.4 | | | | | | 1,194.3 | | | | | | 1,156.6 | | |

| | | | $ | 14,289.4 | | | | | $ | 13,171.1 | | | | | $ | 14,953.7 | |

The sale of ICON impacted revenue in the United States in 2021.

| | | | 2021 | | | | | | 2020 | | |

| | | | $ | 1,201.0 | | | | | $ | 1,101.2 | |

| Net income - Omnicom Group Inc. | | | $ | 1,407.8 | | | | | $ | 945.4 | | | | | $ | 1,339.1 | |

| Basic | | | $6.57 | | | | | | $4.38 | | | | | | $6.09 | | |

| Diluted | | | $6.53 | | | | | | $4.37 | | | | | | $6.06 | | |

| | | | 2021 | | | | | | | | | | | | | | | | | | 2020 | | | | | | | | | | | | | | |

| | | | $ | 1,154.5 | | | | | $ | (856.5) | | | | | $ | 298.0 | | | | | $ | 1,115.7 | | | | | $ | (817.2) | | | | | $ | 298.5 | |

| | | | | | | 2021 | | | | | | 2020 | | |

Credit Facility and Credit Lines

| | | | 2021 | | | | | | 2020 | | |

| 2.60% Senior Notes due 2031 | | | 800.0 | | | | | | — | | |

| £325 Million 2.25% Senior Notes due 2033 | | | 439.8 | | | | | | — | | |

| | | | 5,727.0 | | | | | | 5,823.0 | | |

| | | | | | | | | |

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

*Change in Accounting Principle*

As discussed in Note 16 to the consolidated financial statements, the Company has changed its method of accounting for leases effective January 1, 2019 due to the adoption of Accounting Standards Codification Topic 842, *Leases*.

February 18, 2021

OMNICOM GROUP INC. AND SUBSIDIARIES

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

| Short-term investments, at cost | | | — | | | | | | 3.6 | | |

| Current portion of debt | | | — | | | | | | 602.4 | | |

| Net gain on disposition of subsidiaries | | | — | | | | | | — | | | | | | (178.4) | | |

| Basic | | | $ | 4.38 | | | | | $ | 6.09 | | | | | $ | 5.85 | |

| Diluted | | | $ | 4.37 | | | | | $ | 6.06 | | | | | $ | 5.83 | |

| Available-for-sale securities: | | | | | | | | | | | | | | | | | |

| Reclassification | | | — | | | | | | — | | | | | | 0.3 | | |

| Net gain from disposition of subsidiaries | | | — | | | | | | — | | | | | | (178.4) | | |

| Impact of Tax Act | | | — | | | | | | — | | | | | | 28.9 | | |

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Risks and Uncertainties

In 2020, the COVID-19 pandemic negatively impacted our business and results of operations.

Efforts to mitigate the impact of the pandemic, including government actions to restrict travel, limit public gatherings, shelter-in-place orders and mandatory closures of businesses, resulted in many of our clients reducing or suspending their spending for our advertising, marketing and corporate communication services.

As a result, for the year ended December 31, 2020, revenue decreased $1,782.6 million, or 11.9%, compared to 2019, primarily due to the impact of the COVID-19 pandemic.

The impact of the COVID-19 pandemic on our revenue has been, and may continue to be, material, depending on several factors, including the potential for prolonged or additional governmental actions to mitigate the effects of the pandemic in the near-term, and the intermediate and long-term impact on marketers' spending plans.

As a result, we recorded a pre-tax charge of $277.9 million, which is comprised of incremental severance of $150.0 million, real estate operating lease right-of-use, or ROU, asset and other asset impairment charges of $55.8 million, other exit costs of $47.0 million and dispositions and other charges of $25.1 million.

In addition, during 2020 we reduced salary and service costs by $162.6 million related to reimbursements and tax credits under government programs in several countries, including the Coronavirus Aid, Relief, and Economic Security Act, or the CARES Act, in the United States, the Kurzarbeit program in Germany, and other government reimbursement programs in the U.K., France, Canada and other jurisdictions.

The COVID-19 pandemic negatively impacted most of our clients' businesses.

As a result, clients have cut costs, including postponing or reducing marketing communication expenditures.

While certain industries such as healthcare and pharmaceuticals, technology and telecommunications, financial services and consumer products have been less affected, as long as the COVID-19 pandemic remains a threat, global economic conditions continue to be volatile and such uncertainty cuts across all clients, industries and geographies.

Overall, while we have a diversified portfolio of service offerings, clients and geographies, demand for our services can be expected to continue to be adversely affected as marketers reduce expenditures in the short term due to the uncertain impact of the pandemic on the global economy.

Although we have experienced a decrease in our cash flow from operating activities, we took numerous proactive steps to strengthen our liquidity and financial position that are intended to mitigate the potential impact of the COVID-19 pandemic on our liquidity.

In February 2020, we issued $600 million 2.45% Senior Notes due April 30, 2030, or the 2.45% Notes.

In March 2020, the net proceeds from the issuance of the 2.45% Notes were used to redeem the remaining $600 million principal amount of our 4.45% Senior Notes due August 15, 2020, or the 2020 Notes.

As a result, we have no notes maturing until May 2022.

In April 2020, we issued $600 million of 4.20% Senior Notes due June 1, 2030, or the 4.20% Notes, and we entered into a new $400 million 364 day revolving credit facility, or the 364 Day Credit Facility.

In addition, in March 2020, we suspended our share repurchase activity.

The impact on the global economy and resulting decline in the price of our common stock was determined to be a trigger event in the first quarter of 2020 that required us to perform a review of our long-lived assets for impairment, primarily related to goodwill, amortizable intangible assets and equity method investments.

We updated our review in June 2020, and the result of the review of intangible assets and goodwill is discussed in Note 5.

In the second quarter of 2020, we disposed of one of our equity method investments and recognized a non-cash after-tax charge of $3.9 million.

In the fourth quarter of 2020 we recorded asset impairment charges of $55.8 million associated with underperforming assets, which is included in salary and service costs.

The impact of these actions on operating profit and income (loss) from equity method investments was (in millions):

| | | | Increase (Decrease) | | | | | | | | |