Omnicom Group (OMC) 10-K risk factor changes: FY2022 vs FY2021

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

Adverse economic conditions, including [removed: those caused by the COVID-19 pandemic, severe] [added: high] and sustained [removed: inflation in countries that comprise our major markets,] [added: inflation, rising interest rates,] 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 [added: business, results of operations and financial position.]

Where purchases of media and production services are made by our agencies as a principal or are not subject to the theory of sequential liability, the risk of a material loss as a result of payment default by our clients could increase [removed: significantly] [added: significantly,] and such a loss could have a material adverse effect on our business, results of operations and financial position.

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

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

The extent of the impact [removed: of the COVID-19 pandemic, or other similar public health crises,] on our business will depend on numerous factors that we are not able to accurately [removed: predict.][added: predict, including the geographic regions that may be affected.]

[removed: While many of our client relationships are long-standing, from] [added: From] time to [removed: time] [added: time,] clients [added: may] put their advertising, marketing and corporate communications business up for competitive review.

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 [added: 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.]

[removed: adversely affected, which could harm] [added: ability to meet] our [removed: reputation and result in a loss of clients, which] [added: clients' needs or reduces client spending on our services] could have a material adverse effect on our business, results of operations and financial position.

In [removed: 2021,] [added: 2022,] our 100 largest clients represented approximately [removed: 54%] [added: 53%] of our revenue.

We rely on information technology systems and infrastructure to connect with our clients, people and [removed: others] [added: others,] and [added: to] store [added: and process] business and financial data.

Increased cybersecurity threats and attacks, [removed: which] [added: including computer viruses, hacking and ransomware attacks,] are constantly [removed: evolving,] [added: evolving and] pose a risk to our systems and networks.

Our systems and processes may be unable to prevent [removed: future] material security breaches, and such breaches could adversely affect our [removed: business] [added: business, results of operations, financial position] and reputation.

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

These third-party service providers [removed: could] [added: are] also [removed: be] subject to [added: malicious attacks and] cybersecurity [removed: incidents] [added: threats] that could adversely affect us.

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

In [removed: 2021,] [added: 2022,] our international operations represented approximately [removed: 49%] [added: 48%] of our revenue.

As discussed in Note 2 to the consolidated financial statements, we review the carrying value of goodwill for impairment annually at [removed: June 30] [added: the end of the second quarter] and whenever events or circumstances indicate the carrying value may not be recoverable.

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

A period of sustained inflation across all the major markets in which we operate could result in higher operating costs.

Our principal operating expenses are salary and service costs and occupancy and related costs.

Inflationary pressures typically result in increases to our operating expenses.

In cases of sustained inflation across several of our major markets, it becomes increasingly difficult to effectively control increases to our costs.

In addition, the effects of inflation on consumers budgets could result in the reduction of our clients’ spending plans on the advertising, marketing and communication services we provide.

If we are unable to increase our fees or take other actions to mitigate the effect of the resulting higher costs, our business, results of operations and financial position could be negatively impacted.

The war in Ukraine has negatively impacted our business, results of operations and financial position, and could adversely impact our business, results of operations and financial position in the future.

Historically, we conducted operations in Russia and Ukraine through local agencies in which we held a majority stake.

During the first quarter of 2022, the war in Ukraine required us to suspend our business operations in Ukraine, and we disposed of all of our businesses in Russia.

The war in Ukraine is ongoing and its duration is uncertain.

We cannot predict the outcome of the war in Ukraine or its impact on the broader region, as the conflict and related government actions are evolving and are beyond our control.

The extent and duration of the military action, sanctions and resulting market disruptions, which may include increased energy costs and further supply chain disruptions, could be significant and could adversely impact our business, results of operations and financial position in the future.

Our clients’ businesses, results of operations and financial position could also be adversely impacted by the war in Ukraine, which could impact client spending on our services.

Global economic conditions may continue to be uncertain as long as the COVID-19 pandemic, or other similar public health crises, including the emergence of new COVID-19 variants, remain or become a public health threat.

Demand for certain of our services may be adversely affected by government measures, including restrictions on travel and business operation and quarantine and stay-at-home orders arising from a recurrence of a pandemic, or similar public health crises.

In addition, during the COVID-19 pandemic many of our employees worked from home for all or part of the time.

Currently, many agencies continue to operate on a hybrid work schedule where employees are working from home part of the time.

The number of employees working from home varies by market and is dependent on local conditions.

incidents and exposure of sensitive business and client advertising and marketing information, as well as personal data or information.

Any regulatory or judicial action that affects our

Expectations relating to environmental, social and governance considerations expose us to potential liabilities, reputational harm and other unforeseen adverse effects on our business.

Many governments, regulators, investors, employees, customers and other stakeholders are increasingly focused on environmental, social and governance considerations relating to businesses, including climate change and greenhouse gas emissions, human capital and diversity, equity and inclusion.

We make statements about our environmental, social and governance goals and initiatives through information provided on our website, press statements and other communications, including through our Corporate Responsibility Report.

Responding to these environmental, social and governance considerations and implementation of these goals and initiatives involves risks and uncertainties and requires ongoing investments.

The success of our goals and initiatives may be impacted by factors that are outside our control.

In addition, some stakeholders may disagree with our goals and initiatives and the focus and views of stakeholders may change and evolve over time and vary depending on the jurisdictions in which we operate.

Any failure, or perceived failure, by us to achieve our goals, further our initiatives, adhere to our public statements, comply with federal, state or international environmental, social and governance laws and regulations, or meet evolving and varied stakeholder expectations and views could materially adversely affect our business, reputation, results of operations, financial position and stock price.

business, results of operations and financial position.

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

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.

For example, in February 2021, we experienced a cybersecurity incident that resulted in the disruption of certain of our information technology systems at one of our networks.

Based on our investigation, the incident did not have a material impact on our business, results of operations or financial position.

However, cybersecurity threats and attacks in the future could be material.

In addition, through 2021, the overwhelming majority of our workforce temporarily transitioned to working from home during the COVID-19 pandemic.

We have substantial operations in the U.K. and the Euro Zone.

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.

The uncertainties related to the impact of the Brexit Agreement have cross-border operational, financial and tax implications, among others, and any economic volatility that may arise in the U.K., the E.U. or elsewhere may adversely affect our business.

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

We could be affected by future laws or regulations enacted in response to climate change concerns and other actions.

Our businesses could be indirectly affected by increased prices for goods or services provided to us by companies that are directly affected by laws and regulations aimed at mitigating the impact of climate change.

Specifically, these companies may seek to pass their increased costs through to their customers.

If our clients are impacted by such laws or 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 costs, which could impact our business, results of operations and financial position.

[removed: In 2021, revenue] [added: Revenue in 2021] increased $1,118.3 million, or 8.5%, compared to 2020.

We are a strategic holding company providing advertising, marketing and corporate communications services to [removed: clients through our branded networks and agencies around] [added: many of] the [removed: world.][added: largest global companies.]

On a global, pan-regional and local basis, our [removed: networks] [added: networks, practice areas] and agencies provide a comprehensive range of services in the following fundamental disciplines: [removed: Advertising,] [added: Advertising & Media,] Precision Marketing, Commerce & Brand Consulting, Experiential, Execution & Support, Public Relations and Healthcare.

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

Precision Marketing includes digital and direct marketing, digital transformation [added: consulting] and data and analytics.

Commerce & Brand Consulting services include brand [added: and product] consulting, strategy and [removed: research and] [added: research,] retail [removed: ecommerce.][added: marketing and ecommerce marketing.]

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

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

While our [removed: networks] [added: networks, practice areas] and agencies operate under different names and frame their ideas in different disciplines, we organize our services around our clients.

This client-centric business model requires that multiple agencies within Omnicom [removed: collaborate in formal and informal virtual client]

[added: collaborate in formal and informal virtual client] networks utilizing our key client matrix organization structure.

In addition, we pursue selective acquisitions of complementary companies with strong entrepreneurial management teams that [removed: typically] currently serve or could serve our existing clients.

As a leading global advertising, marketing and corporate communications company, we operate in all major markets and have a large [removed: and diverse] client base.

For the year ended December 31, [removed: 2021,] [added: 2022,] our largest client represented [removed: 3.2%] [added: 2.7%] of [removed: revenue] [added: revenue,] and our 100 largest clients, which represent many of the world's major marketers, represented approximately [removed: 54%] [added: 53%] of revenue.

Our clients operate in virtually every sector of the global [removed: economy] [added: economy,] with no one industry representing more than [removed: 16%] [added: 17%] of our revenue in [removed: 2021.][added: 2022.]

Adverse global or regional economic [removed: conditions, including those arising from the COVID-19 pandemic, severe and sustained inflation in countries that comprise our major markets and client supply chain issues,] [added: conditions] 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.

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

The key [added: performance] indicators that we focus on are revenue [added: growth] and [added: variability of] operating expenses.

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

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

[removed: Changes] [added: Organic growth increased revenue 10.2%, and changes] in foreign exchange rates increased revenue [removed: 2.2%, acquisition revenue, net of disposition revenue, reduced revenue 3.9%, and organic growth increased revenue 10.2%.][added: 2.2%.]

[removed: The reduction in acquisition] [added: Acquisition] revenue, net of disposition revenue, [removed: reflects] [added: reduced revenue 3.9%, reflecting] the [removed: sale of ICON] [added: disposition] in the [added: Advertising & Media discipline in the] second quarter of 2021.

The change in revenue across our principal regional markets were: North America increased [removed: $132.6] [added: $146.3] million, Europe [removed: increased $611.9] [added: decreased $209.1] million, Asia-Pacific [removed: increased $292.7] [added: decreased $49.5] million and Latin America increased [removed: $20.7] [added: $32.9] million.

In North America, improved organic revenue growth in the United States and Canada was partially offset by a decrease in revenue resulting from the disposition [removed: of ICON] in the [added: Advertising & Media discipline in the] second quarter of 2021.

[removed: The United States experienced] [added: In Europe,] organic revenue [removed: growth] [added: increased] in [added: substantially] all [added: countries and in all] disciplines, [removed: led by] [added: especially] our Advertising [added: & Media] discipline, [removed: on the strength of] [added: which was led by] our media business, [removed: and] our Precision Marketing and Public Relations [removed: disciplines.][added: disciplines, and our Experiential discipline, as it continues to recover from the impact of the pandemic.]

In Europe, organic revenue increased in substantially all countries and [added: in all] disciplines, especially our Advertising [added: & Media] discipline, which was led by our media business, [removed: and] our [removed: Experiential,] Precision Marketing and [removed: Commerce] [added: Public Relations disciplines,] and [removed: Brand Consulting disciplines.][added: our Experiential discipline, as it continues to recover from the impact of the pandemic.]

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

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

[removed: In 2021, operating] [added: Operating] expenses [added: in 2021] 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 [removed: sale of ICON,] [added: disposition in the Advertising & Media discipline,] 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.

Salary and service costs, which tend to fluctuate with changes in revenue, [removed: increased $829.2] [added: decreased $76.1] million, [removed: or 8.7%,] compared to [removed: 2020,] [added: 2021,] reflecting [removed: increases] [added: a decrease] in [removed: salary and related] [added: third-party] service [removed: costs, which include] [added: costs of $303.0 million, partially offset by] an increase in [removed: freelance labor costs,] [added: salary] and [removed: third-party] [added: related] service costs of [removed: $720.1 million and $109.1 million, respectively.][added: $226.9 million.]

[removed: These increases primarily resulted from the] [added: The] increase in organic [removed: revenue, as well as] [added: revenue was offset by] the [removed: strengthening] [added: weakening] of [removed: most] [added: substantially all] foreign currencies against the U.S. Dollar, especially the British Pound and [removed: Euro.][added: the Euro, as well as the disposition of our businesses in Russia in the first quarter of 2022.]

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

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, [removed: 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 [removed: sale of ICON.][added: disposition in the Advertising & Media discipline.]

SG&A expenses [removed: increased] [added: decreased] slightly year-over-year.

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

[removed: In 2021, net] [added: Net] interest expense [removed: increased $19.6] [added: in 2022 decreased $71.2] million year-over-year to [removed: $209.1] [added: $137.9] million.

Interest expense on debt [removed: in 2021 increased $13.6] [added: decreased $21.9] million to [removed: $213.2] [added: $191.3] million [added: in 2022] compared to [removed: 2020,] [added: 2021,] primarily [removed: arising from] [added: as] a [removed: loss] [added: result] of [removed: $26.6 million on] the [added: benefit from 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 [removed: benefit from the] issuance of $800 million of our 2.60% Senior Notes due 2031, or 2031 Notes, [removed: at a lower rate.][added: in May 2021, and the issuance of the £325 million 2.25% Senior Notes due 2033, or Sterling Notes, in November 2021.]

Our effective tax rate for [removed: 2021 decreased] [added: 2022 increased] year-over-year to [removed: 24.6%] [added: 28.1%] from [removed: 27.1%.][added: 24.6%.]

Risks and Uncertainties

Current global economic challenges, including the impact of the war in Ukraine, the lingering effects of the COVID-19 pandemic, high and sustained inflation, rising interest rates, and supply chain disruptions could cause economic uncertainty and volatility.

The impact of these issues on our business will vary by geographic market and discipline.

Impact of the War in Ukraine

Historically, we conducted operations in Russia and Ukraine through local agencies in which we held a majority stake.

During the first quarter of 2022, the war in Ukraine required us to suspend our business operations in Ukraine.

The war resulted in the imposition of sanctions by the United States, the United Kingdom, and the European Union, that affected the cross-border operations of businesses operating in Russia.

In addition, Russian regulators imposed currency restrictions and regulations.

All of these actions created uncertainty regarding our ability to recover our investment in our operations in Russia, as well as our ability to exercise control over the operations.

Therefore, the ability to continue operations in Russia was uncertain.

As a result, we disposed of all of our businesses in Russia.

Accordingly, in the first quarter of 2022, we recorded pretax charges of $113.4 million, which primarily consisted of the net investment in our Russian businesses, and included charges related to the suspension of operations in Ukraine.

Lingering Effects of the COVID-19 Pandemic

The COVID-19 pandemic adversely affected global economic activity.

Most markets began to improve in April 2021.

Our Business

Our portfolio of companies includes our global networks, BBDO, DDB, TBWA, Omnicom Media Group, the DAS Group of Companies, and the Communications Consultancy Network.

All of our global networks integrate their service offerings with the Omnicom branded practice areas, including the Omnicom Health Group, the Omnicom Precision Marketing Group, the Omnicom Commerce Group, the Omnicom Advertising Collective, the Omnicom Public Relations Group, and the Omnicom Brand Consulting Group, as well as our Experiential businesses and Execution & Support businesses, which includes the Omnicom Specialty Marketing Group.

Results of Operations

Revenue in 2022 decreased slightly to $14,289.1 million compared to $14,289.4 million in 2021.

Organic growth increased revenue $1,346.3 million, or 9.4%.

Changes in foreign exchange rates reduced revenue $681.0 million, or 4.8%, and acquisition revenue, net of disposition revenue, reduced revenue $665.6 million, or 4.7%.

The reduction in acquisition revenue, net of disposition revenue, reflects dispositions in the Advertising & Media discipline in the second quarter of 2021 and the disposition of our businesses in Russia in the first quarter of 2022.

In North America, organic revenue increased across all our disciplines, especially in our Advertising & Media, Precision Marketing and Public Relations disciplines, and was substantially offset by a reduction in acquisition revenue, net of disposition revenue, primarily due to the disposition in the Advertising & Media discipline in the second quarter of 2021.

In Latin America, organic revenue increased in most countries in the region, especially Brazil and Colombia.

The increase in organic revenue was partially offset by negative performance in Mexico and the weakening of most currencies in the region against the U.S. Dollar.

In Asia-Pacific, organic revenue increased in most disciplines, especially our Advertising & Media discipline, which was led by our media business, and in most of our major markets in the region, particularly Australia, India, Japan, Korea and Malaysia.

The increase in organic revenue was offset by the weakening of all currencies in the region against the U.S. Dollar and negative performance in our Experiential discipline, primarily caused by prolonged COVID-19 lockdowns in China.

The changes in revenue in 2022, compared to 2021, in our fundamental disciplines were: Advertising & Media decreased $534.6 million, Precision Marketing increased $223.1 million, Commerce and Brand Consulting increased $47.7 million, Experiential increased $99.6 million, Execution & Support decreased $46.6 million, Public Relations increased $154.1 million, and Healthcare increased $56.4 million.

Adverse and beneficial fluctuations in foreign currencies from period to period impact our

results of operations and financial position when we translate our financial statements from local foreign currencies to the U.S. Dollar.

However, substantially all of our foreign operations transact business in their local currency mitigating the impact of changes in foreign currency exchange rates on our operating margin percentage.

Operating expenses in 2022 increased $114.3 million, or 0.9%, to $12,205.8 million year-over-year.

Operating expenses for 2022 reflect charges arising from the effects of the war in Ukraine of $113.4 million.

Operating expenses in 2021 were favorably impacted by the $50.5 million gain recorded in connection with the disposition in the Advertising & Media discipline.

The weakening of most foreign currencies, especially the British Pound and Euro, against the U.S. Dollar reduced operating expenses for 2022 as compared to the prior year, which was in line with the percentage reduction from changes in foreign currencies on revenue.

Third-party service costs decreased during the year primarily due to the disposition in the Advertising & Media discipline in the second quarter of 2021 and the disposition of our businesses in Russia in the first quarter of 2022.

The increase in salary and related service costs primarily resulted from the increase in organic revenue and an increase in headcount, as well as an increase in travel and related costs, reflecting the post-pandemic return to the office of our workforce in most markets.

Occupancy and other costs, which are less directly linked to changes in revenue than salary and service costs, increased $20.4 million year-over-year, primarily due to an increase in general office expenses and other costs resulting from the return of our workforce to the office, partially offset by lower rent and other occupancy costs.

Operating profit decreased $114.6 million to $2,083.3 million, operating margin decreased to 14.6% from 15.4%, and EBITA margin decreased to 15.1% from 15.9%.

Impact of the COVID-19 Pandemic on our Business

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.

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.

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.

Results of Operations for the Year Ended December 31, 2021

Driven by our clients’ continuous demand for more effective and efficient marketing activities, we strive to provide an extensive range of advertising, marketing and corporate communications services through various client-centric networks that are organized to meet specific client objectives.

These services include, among others, advertising, brand consulting, content marketing, corporate social responsibility consulting, crisis communications, custom publishing, data analytics, database management, digital/direct marketing, digital transformation, entertainment marketing, experiential marketing, field marketing, financial/corporate business-to-business advertising, graphic arts/digital imaging, healthcare marketing and communications, in-store design, interactive marketing, investor relations, marketing research, media planning and buying, merchandising and point of sale, mobile marketing, multi-cultural marketing, non-profit marketing, organizational communications, package design, product placement, promotional marketing, public affairs, public relations, retail marketing, sales support, search engine marketing, shopper marketing, social media marketing and sports and event marketing.

We continually evaluate our portfolio of businesses to identify areas for investment and acquisition opportunities, as well as to identify non-strategic or underperforming businesses for disposition.

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.

The economic and fiscal issues, including impacts related to the pandemic, facing the countries we operate in could cause economic uncertainty and volatility; however, the impact on our business will likely vary by country.

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

These trends include integrating traditional and non-traditional marketing channels, as well as utilizing new communications technologies and emerging digital 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, many of them have made it a practice 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.

We have structured our business around these trends.

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 business, and we expect this advantage to continue over the medium and long term.

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

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 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 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.

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.

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

The effective tax rate for 2020 reflects an increase due to the non-deductibility in certain jurisdictions of a portion of the COVID-19 repositioning charges recorded in the second quarter of 2020.

We use a fair value approach in testing goodwill for impairment and when evaluating our equity method investments to determine if an other-than-temporary impairment has occurred.

In June 2021, we combined certain practice areas into a new reporting unit and assigned a segment manager primarily responsible for the Omnicom Public Relations Group.

As a result, the number of operating segments increased from five to six.

units have similar economic characteristics and should be aggregated for purposes of testing goodwill for impairment at the operating segment level.

At June 30, 2021 we adjusted our assumptions to reflect the economic conditions in light of the impact on our business related to the COVID-19 pandemic.

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

In the first half of 2021, our revenue increased 10.0%, which excluded our net disposition activity and the impact from changes in foreign exchange rates.

For these client contracts, other than when we have a stand-ready obligation to perform services,

In addition, for the full year 2022, based on acquisition and disposition activity to date, we expect the effect of net acquisition and disposition activity to reduce revenue by approximately 3.0% to 3.5% and organic revenue growth to be between 5% and 6%.

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: 2021] [added: 2022] was not significant.

In [removed: 2021,] [added: 2022,] our international operations represented approximately [removed: 49%] [added: 48%] of our revenue.

To manage this risk, at December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] we had outstanding forward foreign exchange contracts with an aggregate notional amount of [removed: $77.3] [added: $40.3] million and [removed: $169.6] [added: $77.3] million, respectively.

At December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] the net fair value of the forward foreign contracts was not material (see Note 20 to the consolidated financial statements).

During [removed: 2021,] [added: 2022,] there were no interest rate [removed: swaps and,] [added: swaps, and long-term debt] at December 31, [removed: 2021, long-term debt] [added: 2022] consisted entirely of [removed: fixed-rate] [added: 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: 3.2%] [added: 2.7%] of revenue in [removed: 2021.][added: 2022.]

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 [added: disclosed principal.]

We use net investment hedges to manage the volatility of foreign exchange rates on the investment in our foreign subsidiaries.

In 2022, we entered into fixed-to-fixed cross currency swaps with a notional value of $150 million to hedge a portion of the net investment in our Japanese subsidiaries against volatility in the Yen/U.S. Dollar exchange rate.

These swaps are designated and qualify as a hedge of a net investment in a foreign subsidiary and are scheduled to mature in 2025 and 2029.

Changes in the fair value of the swaps are recognized in foreign currency translation and are reported in accumulated other comprehensive income (loss), or AOCI.

Any gain or loss will remain in AOCI until the complete or substantially complete liquidation of our investment in the underlying operations.

We have elected to assess the effectiveness of our net investment hedges based on changes in spot exchange rates.

We receive net fixed U.S. Dollar interest payments, and in 2022, we recorded $1.2 million as a reduction of interest expense.

At December 31, 2022, the liability for the swap fair value was $16.5 million and is recorded in long-term liabilities.

disclosed principal.

Omnicom is a strategic holding company providing advertising, marketing and corporate communications services to [removed: clients through our branded networks and agencies around] [added: many of] the [removed: world.][added: largest global companies.]

On a global, pan-regional and local basis, our [removed: networks] [added: networks, practice areas] and agencies provide a comprehensive range of services in the following fundamental disciplines: [removed: Advertising,] [added: Advertising & Media,] Precision Marketing, Commerce & Brand Consulting, Experiential, Execution & Support, Public Relations and Healthcare.

Advertising [added: & Media] includes creative services across digital and traditional media, strategic media planning and buying, [added: performance media] and data analytics services.

Precision Marketing includes digital and direct marketing, digital transformation [added: consulting] and data and analytics.

Commerce & Brand Consulting services include brand [added: and product] consulting, strategy and research, [removed: and] retail [removed: ecommerce.][added: marketing and ecommerce marketing.]

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

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

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

[removed: Annalect,] [added: Annalect and Omni,] our proprietary data and analytics [removed: platform, serves] [added: platforms, serve] as the strategic resource for all of our agencies and networks to share when developing client service strategies across our virtual networks.

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

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

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

| | | | digital/direct marketing [added: and post-production services] | | | | | | package design | | |

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

| | | | graphic arts/digital imaging | | | | | | [removed: sales support] [added: retail media and ecommerce] | | |

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

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

Our key client matrix organization structure facilitates superior client management and allows for greater integration [removed: of the services required by the world’s largest brands.][added: across our service platforms.]

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

In [added: each of] the three years ended December 31, [removed: 2021,] [added: 2022,] none of our acquisitions or dispositions, individually or in the aggregate, was material to our results of operations or financial position.

The various components of our business, including revenue by discipline and geographic area, and material factors that affected us in [removed: 2021,] [added: the three years ended December 31, 2022,] are discussed in the MD&A.

For example, in [removed: 2021] [added: 2022,] our largest client represented [removed: 3.2%] [added: 2.7%] of revenue and was served by approximately [removed: 110] [added: 90] of our agencies.

Our 100 largest clients, many of which represent the largest global [removed: marketers,] [added: companies,] represented approximately [removed: 54%] [added: 53%] of revenue and were each served, on average, by approximately [removed: 52] [added: 54] of our agencies.

Human Capital [removed: Resources/Environmental, Social] [added: Resources] and [removed: Governance (ESG)][added: Environmental Sustainability Initiatives]

We believe a critical component [removed: to] [added: of] our success depends on the ability to attract, develop and retain key personnel.

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 [added: digital platforms.]

Human capital management strategies are developed collectively by senior management, including the management teams of [removed: the Company’s networks and] [added: our networks,] practice areas, and [added: agencies, and] are overseen by [removed: the Company’s] [added: our] Board of Directors.

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

In connection with our [removed: ESG] [added: environmental sustainability] 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.

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

[removed: The United States, our] [added: Our] largest employee [removed: base,] [added: base is the United States, where we] employed approximately [removed: 22,600] [added: 25,600] people.

[removed: The approximate number of employees in our principal] [added: Our] geographic [removed: regions at December 31, 2021 were 29,800 in] [added: markets include:] the Americas, [removed: 28,800 in] [added: which includes North America and Latin America,] Europe, the Middle East and [removed: Africa, or EMEA,] [added: Africa (EMEA),] and [removed: 13,100 in] Asia Pacific.

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

At February 1, [removed: 2022,] [added: 2023,] our executive officers were:

| John D. Wren | | | Chairman of the Board and Chief Executive Officer | | | [removed: 69] [added: 70] | | |

| Daryl Simm | | | President and Chief Operating Officer | | | [removed: 60] [added: 61] | | |

| Philip J. Angelastro | | | Executive Vice President and Chief Financial Officer | | | [removed: 57] [added: 58] | | |

| [removed: Michael J. O’Brien] [added: Louis F. Januzzi] | | | [removed: Executive] [added: Senior] Vice President, General Counsel and Secretary | | | [removed: 60] [added: 49] | | |

| Andrew L. Castellaneta | | | Senior Vice President, Chief Accounting Officer | | | [removed: 63] [added: 64] | | |

| Rochelle M. Tarlowe | | | Senior Vice President and Treasurer | | | [removed: 51] [added: 52] | | |

Our portfolio of companies includes our global networks, BBDO, DDB, TBWA, Omnicom Media Group, the DAS Group of Companies, and the Communications Consultancy Network.

All of our global networks integrate their service offerings with the Omnicom branded practice areas, including the Omnicom Health Group, the Omnicom Precision Marketing Group, the Omnicom Commerce Group, the Omnicom Advertising Collective, the Omnicom Public Relations Group, and the Omnicom Brand Consulting Group, as well as our Experiential businesses and Execution & Support businesses, which includes the Omnicom Specialty Marketing Group.

As a leading global advertising, marketing and corporate communications company, we operate in all major markets.

While our networks, practice areas and agencies operate under different names and frame their ideas in different disciplines, we organize our services around our clients.

In addition, we pursue selective acquisitions of complementary companies with strong entrepreneurial management teams that currently serve or could serve our existing clients.

| | | | branding | | | | | | media planning and buying | | |

Although we have a large and diverse client base, we are not immune to general economic downturns.

At December 31, 2022, we employed approximately 74,200 people worldwide, including 31,500 people in the Americas, 27,500 people in EMEA, and 15,200 people in Asia Pacific.

| | | | | | | | | |

Mr. Januzzi was named Senior Vice President, General Counsel and Secretary in December 2022 and previously served as Senior Vice President & Deputy General Counsel - Corporate from May 2021 to December 2022 and as Associate General Counsel - Corporate Development & Finance from March 2016 to May 2021.

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

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

| | | | advertising | | | | | | investor relations | | |

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.

digital platforms.

At December 31, 2021, we employed approximately 71,700 people worldwide.

| Peter L. Swiecicki | | | Senior Vice President, Finance and Controller | | | 63 | | |

FOR THE FISCAL YEAR ENDED DECEMBER 31, [removed: 2021][added: 2022]

| [added: | | |] Large accelerated filer | | | ☑ | | | Accelerated filer | | | ☐ | | | Non-accelerated filer | | | ☐ | | |

| [added: | | |] Smaller reporting company | | | ☐ | | | | | | | | | Emerging growth company | | | ☐ | | |

The aggregate market value of the voting and non-voting common stock held by non-affiliates as of June 30, [removed: 2021] [added: 2022] was [removed: $16,927,235,351.][added: $12,846,357,000.]

As of February 1, [removed: 2022,] [added: 2023,] there were [removed: 208,992,475] [added: 202,713,338] 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: 3, 2022] [added: 2, 2023] 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: 2021][added: 2022]

| Item 1. | | | [removed: [Business](#ic4648e22749a453abbdeb4177f7a081a_16)] [added: [Business](#ie0c40cd696ab4855be78f5188d7a27a6_16)] | | | [removed: [1](#ic4648e22749a453abbdeb4177f7a081a_16)] [added: [1](#ie0c40cd696ab4855be78f5188d7a27a6_16)] | | |

| Item 1A. | | | [Risk [removed: Factors](#ic4648e22749a453abbdeb4177f7a081a_19)] [added: Factors](#ie0c40cd696ab4855be78f5188d7a27a6_19)] | | | [removed: [3](#ic4648e22749a453abbdeb4177f7a081a_19)] [added: [4](#ie0c40cd696ab4855be78f5188d7a27a6_19)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#ic4648e22749a453abbdeb4177f7a081a_22)] [added: Comments](#ie0c40cd696ab4855be78f5188d7a27a6_22)] | | | [removed: [6](#ic4648e22749a453abbdeb4177f7a081a_22)] [added: [7](#ie0c40cd696ab4855be78f5188d7a27a6_22)] | | |

| Item 2. | | | [removed: [Properties](#ic4648e22749a453abbdeb4177f7a081a_25)] [added: [Properties](#ie0c40cd696ab4855be78f5188d7a27a6_25)] | | | [removed: [6](#ic4648e22749a453abbdeb4177f7a081a_25)] [added: [7](#ie0c40cd696ab4855be78f5188d7a27a6_25)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#ic4648e22749a453abbdeb4177f7a081a_28)] [added: Proceedings](#ie0c40cd696ab4855be78f5188d7a27a6_28)] | | | [removed: [7](#ic4648e22749a453abbdeb4177f7a081a_28)] [added: [7](#ie0c40cd696ab4855be78f5188d7a27a6_28)] | | |

| [Item [removed: 4.](#ic4648e22749a453abbdeb4177f7a081a_31)] [added: 4.](#ie0c40cd696ab4855be78f5188d7a27a6_31)] | | | [Mine Safety [removed: Disclosures](#ic4648e22749a453abbdeb4177f7a081a_31)] [added: Disclosures](#ie0c40cd696ab4855be78f5188d7a27a6_31)] | | | [removed: [7](#ic4648e22749a453abbdeb4177f7a081a_31)] [added: [7](#ie0c40cd696ab4855be78f5188d7a27a6_31)] | | |

| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#ic4648e22749a453abbdeb4177f7a081a_37)] [added: Securities](#ie0c40cd696ab4855be78f5188d7a27a6_37)] | | | [removed: [7](#ic4648e22749a453abbdeb4177f7a081a_37)] [added: [7](#ie0c40cd696ab4855be78f5188d7a27a6_37)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ic4648e22749a453abbdeb4177f7a081a_40)] [added: Operations](#ie0c40cd696ab4855be78f5188d7a27a6_40)] | | | [removed: [7](#ic4648e22749a453abbdeb4177f7a081a_40)] [added: [8](#ie0c40cd696ab4855be78f5188d7a27a6_40)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#ic4648e22749a453abbdeb4177f7a081a_58)] [added: Risk](#ie0c40cd696ab4855be78f5188d7a27a6_58)] | | | [removed: [27](#ic4648e22749a453abbdeb4177f7a081a_58)] [added: [27](#ie0c40cd696ab4855be78f5188d7a27a6_58)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#ic4648e22749a453abbdeb4177f7a081a_61)] [added: Data](#ie0c40cd696ab4855be78f5188d7a27a6_61)] | | | [removed: [28](#ic4648e22749a453abbdeb4177f7a081a_61)] [added: [28](#ie0c40cd696ab4855be78f5188d7a27a6_61)] | | |

| Item 9. | | | [Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#ic4648e22749a453abbdeb4177f7a081a_64)] [added: Disclosure](#ie0c40cd696ab4855be78f5188d7a27a6_64)] | | | [removed: [28](#ic4648e22749a453abbdeb4177f7a081a_64)] [added: [29](#ie0c40cd696ab4855be78f5188d7a27a6_64)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#ic4648e22749a453abbdeb4177f7a081a_67)] [added: Procedures](#ie0c40cd696ab4855be78f5188d7a27a6_67)] | | | [removed: [28](#ic4648e22749a453abbdeb4177f7a081a_67)] [added: [29](#ie0c40cd696ab4855be78f5188d7a27a6_67)] | | |

| Item 9B. | | | [Other [removed: Information](#ic4648e22749a453abbdeb4177f7a081a_70)] [added: Information](#ie0c40cd696ab4855be78f5188d7a27a6_70)] | | | [removed: [28](#ic4648e22749a453abbdeb4177f7a081a_70)] [added: [29](#ie0c40cd696ab4855be78f5188d7a27a6_70)] | | |

| Item 9C. | | | Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspection] [added: Inspections] | | | [removed: [28](#ic4648e22749a453abbdeb4177f7a081a_70)] [added: [29](#ie0c40cd696ab4855be78f5188d7a27a6_70)] | | |

| [Item [removed: 10.](#ic4648e22749a453abbdeb4177f7a081a_76)] [added: 10.](#ie0c40cd696ab4855be78f5188d7a27a6_79)] | | | [Directors, Executive Officers and Corporate [removed: Governance](#ic4648e22749a453abbdeb4177f7a081a_76)] [added: Governance](#ie0c40cd696ab4855be78f5188d7a27a6_79)] | | | [removed: [29](#ic4648e22749a453abbdeb4177f7a081a_94)] [added: [29](#ie0c40cd696ab4855be78f5188d7a27a6_79)] | | |

| [Item [removed: 11.](#ic4648e22749a453abbdeb4177f7a081a_79)] [added: 11.](#ie0c40cd696ab4855be78f5188d7a27a6_82)] | | | [Executive [removed: Compensation](#ic4648e22749a453abbdeb4177f7a081a_79)] [added: Compensation](#ie0c40cd696ab4855be78f5188d7a27a6_82)] | | | [removed: [29](#ic4648e22749a453abbdeb4177f7a081a_94)] [added: [29](#ie0c40cd696ab4855be78f5188d7a27a6_82)] | | |

| [Item [removed: 12.](#ic4648e22749a453abbdeb4177f7a081a_82)] [added: 12.](#ie0c40cd696ab4855be78f5188d7a27a6_85)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#ic4648e22749a453abbdeb4177f7a081a_82)] [added: Matters](#ie0c40cd696ab4855be78f5188d7a27a6_85)] | | | [removed: [29](#ic4648e22749a453abbdeb4177f7a081a_94)] [added: [29](#ie0c40cd696ab4855be78f5188d7a27a6_85)] | | |

| [Item [removed: 13.](#ic4648e22749a453abbdeb4177f7a081a_85)] [added: 13.](#ie0c40cd696ab4855be78f5188d7a27a6_88)] | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#ic4648e22749a453abbdeb4177f7a081a_85)] [added: Independence](#ie0c40cd696ab4855be78f5188d7a27a6_88)] | | | [removed: [29](#ic4648e22749a453abbdeb4177f7a081a_94)] [added: [29](#ie0c40cd696ab4855be78f5188d7a27a6_88)] | | |

| [Item [removed: 14.](#ic4648e22749a453abbdeb4177f7a081a_88)] [added: 14.](#ie0c40cd696ab4855be78f5188d7a27a6_91)] | | | [Principal Accountant Fees and [removed: Services](#ic4648e22749a453abbdeb4177f7a081a_88)] [added: Services](#ie0c40cd696ab4855be78f5188d7a27a6_91)] | | | [removed: [29](#ic4648e22749a453abbdeb4177f7a081a_94)] [added: [29](#ie0c40cd696ab4855be78f5188d7a27a6_91)] | | |

| Item 15. | | | [Exhibit and Financial Statement [removed: Schedules](#ic4648e22749a453abbdeb4177f7a081a_94)] [added: Schedules](#ie0c40cd696ab4855be78f5188d7a27a6_97)] | | | [removed: [29](#ic4648e22749a453abbdeb4177f7a081a_94)] [added: [30](#ie0c40cd696ab4855be78f5188d7a27a6_97)] | | |

| [Item [removed: 16.](#ic4648e22749a453abbdeb4177f7a081a_100)] [added: 16.](#ie0c40cd696ab4855be78f5188d7a27a6_103)] | | | [Form 10-K [removed: Summary](#ic4648e22749a453abbdeb4177f7a081a_100)] [added: Summary](#ie0c40cd696ab4855be78f5188d7a27a6_103)] | | | [removed: [32](#ic4648e22749a453abbdeb4177f7a081a_100)] [added: [33](#ie0c40cd696ab4855be78f5188d7a27a6_103)] | | |

| [Management Report on Internal Control Over Financial [removed: Reporting](#ic4648e22749a453abbdeb4177f7a081a_109)] [added: Reporting](#ie0c40cd696ab4855be78f5188d7a27a6_112)] | | | | | | [removed: [F-](#ic4648e22749a453abbdeb4177f7a081a_109)[1](#ic4648e22749a453abbdeb4177f7a081a_109)] [added: [F-](#ie0c40cd696ab4855be78f5188d7a27a6_112)[1](#ie0c40cd696ab4855be78f5188d7a27a6_112)] | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#ic4648e22749a453abbdeb4177f7a081a_112)] [added: Firm](#ie0c40cd696ab4855be78f5188d7a27a6_115)] | | | | | | [removed: [F-](#ic4648e22749a453abbdeb4177f7a081a_112)[2](#ic4648e22749a453abbdeb4177f7a081a_112)] [added: [F-](#ie0c40cd696ab4855be78f5188d7a27a6_115)[2](#ie0c40cd696ab4855be78f5188d7a27a6_115)] | | |

| [Consolidated Financial [removed: Statements](#ic4648e22749a453abbdeb4177f7a081a_115)] [added: Statements](#ie0c40cd696ab4855be78f5188d7a27a6_118)] | | | | | | [removed: [F-](#ic4648e22749a453abbdeb4177f7a081a_115)[4](#ic4648e22749a453abbdeb4177f7a081a_115)] [added: [F-](#ie0c40cd696ab4855be78f5188d7a27a6_118)[4](#ie0c40cd696ab4855be78f5188d7a27a6_118)] | | |

| [Notes to Consolidated Financial [removed: Statements](#ic4648e22749a453abbdeb4177f7a081a_130)] [added: Statements](#ie0c40cd696ab4855be78f5188d7a27a6_133)] | | | | | | [removed: [F-](#ic4648e22749a453abbdeb4177f7a081a_133)[9](#ic4648e22749a453abbdeb4177f7a081a_133)] [added: [F-](#ie0c40cd696ab4855be78f5188d7a27a6_136)[9](#ie0c40cd696ab4855be78f5188d7a27a6_136)] | | |

| [Schedule II - Valuation and Qualifying [removed: Accounts](#ic4648e22749a453abbdeb4177f7a081a_208)] [added: Accounts](#ie0c40cd696ab4855be78f5188d7a27a6_208)] | | | | | | [removed: [S-](#ic4648e22749a453abbdeb4177f7a081a_208)[1](#ic4648e22749a453abbdeb4177f7a081a_208)] [added: [S-](#ie0c40cd696ab4855be78f5188d7a27a6_208)[1](#ie0c40cd696ab4855be78f5188d7a27a6_208)] | | |

[removed: Certain statements in this] [added: This] Annual Report on Form 10-K [removed: constitute] [added: contains] forward-looking statements, including statements within the meaning of the Private Securities Litigation Reform Act of 1995.

Factors that could cause actual results to differ materially from those in the forward-looking statements include: adverse economic conditions, including those caused by the [removed: impact] [added: war in Ukraine, the lingering effects] of the COVID-19 pandemic, [removed: severe] [added: high] and sustained inflation in countries that comprise our major markets, [added: rising interest rates, and] 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 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; [removed: and] the Company’s international operations, which are subject to the risks of currency repatriation restrictions, social or political conditions and regulatory [removed: environment.][added: environment; and risks related to our environmental, social and governance goals and initiatives, including impacts from regulators and other stakeholders, and the impact of factors outside of our control on such goals and initiatives.]

This report is our [removed: 2021] [added: 2022] annual report to shareholders and our [removed: 2021] [added: 2022] Annual Report on Form 10-K, or [removed: 2021] [added: 2022] Form 10-K.

FORM 10-K

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| [Signatures](#ie0c40cd696ab4855be78f5188d7a27a6_106) | | | | | | [34](#ie0c40cd696ab4855be78f5188d7a27a6_106) | | |

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FORM 10-K

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

Our common stock is listed and [removed: traded] [added: trades] on the New York Stock Exchange under the symbol OMC.

Common stock [removed: repurchases] [added: repurchase activity] during the three months ended December 31, [removed: 2021 were:][added: 2022 was:]

During the three months ended December 31, [removed: 2021,] [added: 2022,] we purchased [removed: 3,512,485] [added: 1,361,818] shares of [removed: our] common stock in the open market, and [removed: we] withheld [removed: 80,396] [added: 75,179] shares [added: of common stock] from employees to satisfy estimated statutory income tax obligations related to the vesting of restricted stock [removed: awards.][added: awards and stock option exercises.]

The value of the [removed: common] stock withheld was based on the closing price of our common stock on the applicable vesting or exercise date.

There were no unregistered sales of equity securities during the three months ended December 31, [removed: 2021.][added: 2022.]

As of February 1, 2023, there were 1,858 shareholders of record.

| October 1 - October 31, 2022 | | | | | | 231,261 | | | | | | $63.96 | | | | | | — | | | | | | — | | |

| November 1 - November 30, 2022 | | | | | | — | | | | | | $0 | | | | | | — | | | | | | — | | |

| December 1 - December 31, 2022 | | | | | | 1,205,736 | | | | | | $78.35 | | | | | | — | | | | | | — | | |

| | | | | | | 1,436,997 | | | | | | $76.04 | | | | | | — | | | | | | — | | |

As of February 1, 2022, there were 1,905 registered holders of our common stock.

| 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 | | | | | | — | | | | | | — | | |

Management, including our CEO and CFO, conducted an evaluation of the effectiveness of our disclosure controls and procedures as of December 31, [removed: 2021.][added: 2022.]

Based on that evaluation, our CEO and CFO concluded that, as of December 31, [removed: 2021,] [added: 2022,] 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: 2021] [added: 2022] 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: 2021.][added: 2022.]

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: 2021,] [added: 2022,] dated February [removed: 9, 2022,] [added: 8, 2023,] which is included on page F-2 of this [removed: 2021] [added: 2022] Form 10-K.

The information [removed: regarding our executive officers is included in Part I, Item 1, “Business.” Additional information called for] [added: required] by this [removed: Item, to the extent not included in this document, is incorporated herein by reference to the information to] [added: Item will] be included [removed: under the captions “Item 1 - Election of Directors,” and “Additional Information - Shareholder Proposals and Director Nominations for the 2023 Annual Meeting”] in our definitive proxy statement, [removed: or Proxy Statement,] which is expected to be filed with the SEC within 120 days [removed: of the fiscal year ended] [added: after] December 31, [removed: 2021.][added: 2022, in connection with the solicitation of proxies for our 2023 annual meeting of shareholders (the “2023 Proxy Statement”) and is incorporated herein by reference.]

The information required by this Item will be included in the 2023 Proxy Statement and is incorporated herein by reference.

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 2021” and “Item 1 - Election of Directors - Board Policies and Processes - Compensation Committee Interlocks and Insider Participation” in our Proxy Statement.

The information required by this Item will be included in the 2023 Proxy Statement and is incorporated herein by reference.

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

The information required by this Item will be included in the 2023 Proxy Statement and is incorporated herein by reference.

The information called for by this Item is incorporated herein by reference to the information to be included under the captions “Item 1 - Election of Directors - Board Policies and Processes - Transactions with Related Persons” and “Item 1 - Election of Directors - Omnicom Board of Directors - Director Independence” in our Proxy Statement.

The information required by this Item will be included in the 2023 Proxy Statement and is incorporated herein by reference.

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

| | | | [Management Report on Internal Control Over Financial [removed: Reporting](#ic4648e22749a453abbdeb4177f7a081a_109)] [added: Reporting](#ie0c40cd696ab4855be78f5188d7a27a6_112)] | | | [removed: [F-](#ic4648e22749a453abbdeb4177f7a081a_109)[1](#ic4648e22749a453abbdeb4177f7a081a_109)] [added: [F-](#ie0c40cd696ab4855be78f5188d7a27a6_112)[1](#ie0c40cd696ab4855be78f5188d7a27a6_112)] | | |

| | | | [Report of Independent Registered Public Accounting [removed: Firm](#ic4648e22749a453abbdeb4177f7a081a_112)] [added: Firm](#ie0c40cd696ab4855be78f5188d7a27a6_115)] | | | [removed: [F-](#ic4648e22749a453abbdeb4177f7a081a_112)[2](#ic4648e22749a453abbdeb4177f7a081a_112)] [added: [F-](#ie0c40cd696ab4855be78f5188d7a27a6_115)[2](#ie0c40cd696ab4855be78f5188d7a27a6_115)] | | |

| | | | Consolidated Balance Sheets at December 31, [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] | | | [removed: [F-](#ic4648e22749a453abbdeb4177f7a081a_115)[4](#ic4648e22749a453abbdeb4177f7a081a_115)] [added: [F-](#ie0c40cd696ab4855be78f5188d7a27a6_118)[4](#ie0c40cd696ab4855be78f5188d7a27a6_118)] | | |

| | | | Consolidated Statements of Income for the Three Years Ended December 31, [removed: 2021] [added: 2022] | | | [removed: [F-](#ic4648e22749a453abbdeb4177f7a081a_118)[5](#ic4648e22749a453abbdeb4177f7a081a_118)] [added: [F-](#ie0c40cd696ab4855be78f5188d7a27a6_121)[5](#ie0c40cd696ab4855be78f5188d7a27a6_121)] | | |

| | | | Consolidated Statements of Comprehensive Income for the Three Years Ended December 31, [removed: 2021] [added: 2022] | | | [removed: [F-](#ic4648e22749a453abbdeb4177f7a081a_121)[6](#ic4648e22749a453abbdeb4177f7a081a_121)] [added: [F-](#ie0c40cd696ab4855be78f5188d7a27a6_124)[6](#ie0c40cd696ab4855be78f5188d7a27a6_124)] | | |

| | | | Consolidated Statements of Equity for the Three Years Ended December 31, [removed: 2021] [added: 2022] | | | [removed: [F-](#ic4648e22749a453abbdeb4177f7a081a_124)[7](#ic4648e22749a453abbdeb4177f7a081a_124)] [added: [F-](#ie0c40cd696ab4855be78f5188d7a27a6_127)[7](#ie0c40cd696ab4855be78f5188d7a27a6_127)] | | |

| | | | Consolidated Statements of Cash Flows for the Three Years Ended December 31, [removed: 2021] [added: 2022] | | | [removed: [F-](#ic4648e22749a453abbdeb4177f7a081a_127)[8](#ic4648e22749a453abbdeb4177f7a081a_127)] [added: [F-](#ie0c40cd696ab4855be78f5188d7a27a6_130)[8](#ie0c40cd696ab4855be78f5188d7a27a6_130)] | | |

| | | | [Notes to Consolidated Financial [removed: Statements](#ic4648e22749a453abbdeb4177f7a081a_130)] [added: Statements](#ie0c40cd696ab4855be78f5188d7a27a6_133)] | | | [removed: [F-](#ic4648e22749a453abbdeb4177f7a081a_133)[9](#ic4648e22749a453abbdeb4177f7a081a_133)] [added: [F-](#ie0c40cd696ab4855be78f5188d7a27a6_136)[9](#ie0c40cd696ab4855be78f5188d7a27a6_136)] | | |

| | | | Schedule II - Valuation and Qualifying Accounts for the Three Years Ended December 31, [removed: 2021] [added: 2022] | | | [removed: [S-](#ic4648e22749a453abbdeb4177f7a081a_208)[1](#ic4648e22749a453abbdeb4177f7a081a_208)] [added: [S-](#ie0c40cd696ab4855be78f5188d7a27a6_208)[1](#ie0c40cd696ab4855be78f5188d7a27a6_208)] | | |

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

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

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

| 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: (](http://www.sec.gov/Archives/edgar/data/29989/000002998920000007/a2020q1exhibit101.htm)[“](http://www.sec.gov/Archives/edgar/data/29989/000002998920000007/a2020q1exhibit101.htm)[March] [added: (“March] 31, 2020 [removed: 10-Q](http://www.sec.gov/Archives/edgar/data/29989/000002998920000007/a2020q1exhibit101.htm)[”](http://www.sec.gov/Archives/edgar/data/29989/000002998920000007/a2020q1exhibit101.htm)[)] [added: 10-Q”)] and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/29989/000002998920000007/a2020q1exhibit101.htm) | | |

| 10.22 | | | [2021 Incentive Award Plan Restricted Stock Unit Agreement - Form of Grant Notice and Agreement (Exhibit 10.2 to our Quarterly Report on Form 10-Q (File No. 1-10551) for the quarter ended June 30, 2021 [removed: (](https://www.sec.gov/Archives/edgar/data/29989/000002998921000016/a2021q22021exhibit102.htm)[“](https://www.sec.gov/Archives/edgar/data/29989/000002998921000016/a2021q22021exhibit102.htm)[June] [added: (“June] 30, 2021 [removed: 10-Q](https://www.sec.gov/Archives/edgar/data/29989/000002998921000016/a2021q22021exhibit102.htm)[”](https://www.sec.gov/Archives/edgar/data/29989/000002998921000016/a2021q22021exhibit102.htm)[)] [added: 10-Q”)] and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/29989/000002998921000016/a2021q22021exhibit102.htm) | | |

| 21 | | | [Subsidiaries of the [removed: Registrant.](https://www.sec.gov/Archives/edgar/data/29989/000002998922000012/a2021q4exhibit21.htm)] [added: Registrant.](https://www.sec.gov/Archives/edgar/data/29989/000002998923000005/a2022q4exhibit21.htm)] | | |

| 23 | | | [Consent of KPMG [removed: LLP.](https://www.sec.gov/Archives/edgar/data/29989/000002998922000012/a2021q4exhibit23.htm)] [added: LLP.](https://www.sec.gov/Archives/edgar/data/29989/000002998923000005/a2022q4exhibit23.htm)] | | |

| 31.1 | | | [Certification of Chairman and Chief Executive Officer required by Rule 13a-14(a) under the Securities Exchange Act of 1934, as [removed: amended.](https://www.sec.gov/Archives/edgar/data/29989/000002998922000012/a2021q4exhibit311.htm)] [added: amended.](https://www.sec.gov/Archives/edgar/data/29989/000002998923000005/a2022q4exhibit311.htm)] | | |

| 31.2 | | | [Certification of Executive Vice President and Chief Financial Officer required by Rule 13a-14(a) under the Securities Exchange Act of 1934, as [removed: amended.](https://www.sec.gov/Archives/edgar/data/29989/000002998922000012/a2021q4exhibit312.htm)] [added: amended.](https://www.sec.gov/Archives/edgar/data/29989/000002998923000005/a2022q4exhibit312.htm)] | | |

| 32 | | | [Certification of the Chairman and Chief Executive Officer and the Executive Vice President and Chief Financial Officer required by Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended, and 18 U.S.C. Section [removed: 1350.](https://www.sec.gov/Archives/edgar/data/29989/000002998922000012/a2021q4exhibit32.htm)] [added: 1350.](https://www.sec.gov/Archives/edgar/data/29989/000002998923000005/a2022q4exhibit32.htm)] | | |

| 4.20 | | | [Description of Securities](https://www.sec.gov/Archives/edgar/data/29989/000002998922000012/a2021q4exhibit420.htm) [](https://www.sec.gov/Archives/edgar/data/29989/000002998922000012/a2021q4exhibit420.htm)[(](https://www.sec.gov/Archives/edgar/data/29989/000002998922000012/a2021q4exhibit420.htm)[Exhibit 4.2](https://www.sec.gov/Archives/edgar/data/29989/000002998922000012/a2021q4exhibit420.htm)[0 to](https://www.sec.gov/Archives/edgar/data/29989/000002998922000012/a2021q4exhibit420.htm) [our Annual](https://www.sec.gov/Archives/edgar/data/29989/000002998922000012/a2021q4exhibit420.htm) [Report on Form 10-K (File No. 1-10551)](https://www.sec.gov/Archives/edgar/data/29989/000002998922000012/a2021q4exhibit420.htm) [for the year ended December 31, 2021 and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/29989/000002998922000012/a2021q4exhibit420.htm) | | |

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

| 10.25 | | | [Rochelle Tarlowe employment letter (Exhibit 10.3 to the March 31, 2020 10-Q and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/29989/000002998920000007/a2020q1exhibit103.htm) | | |

| February [removed: 9, 2022] [added: 8, 2023] | | | BY: | | | /s/ PHILIP J. ANGELASTRO | | |

| /s/ JOHN D. WREN | | | Chairman and Chief Executive Officer and Director (Principal Executive Officer) | | | February [removed: 9, 2022] [added: 8, 2023] | | |

| /s/ PHILIP J. ANGELASTRO | | | Executive Vice President and Chief Financial Officer (Principal Financial Officer) | | | February [removed: 9, 2022] [added: 8, 2023] | | |

| /s/ ANDREW L. CASTELLANETA | | | Senior Vice President, Chief Accounting Officer (Principal Accounting Officer) | | | February [removed: 9, 2022] [added: 8, 2023] | | |

| /s/ MARY C. CHOKSI | | | Director | | | February [removed: 9, 2022] [added: 8, 2023] | | |

| /s/ LEONARD S. COLEMAN, JR. | | | Director | | | February [removed: 9, 2022] [added: 8, 2023] | | |

| /s/ RONNIE S. HAWKINS | | | Director | | | February [removed: 9, 2022] [added: 8, 2023] | | |

| /s/ DEBORAH J. KISSIRE | | | Director | | | February [removed: 9, 2022] [added: 8, 2023] | | |

| /s/ GRACIA C. MARTORE | | | Director | | | February [removed: 9, 2022] [added: 8, 2023] | | |

| /s/ LINDA JOHNSON RICE | | | Director | | | February [removed: 9, 2022] [added: 8, 2023] | | |

| /s/ VALERIE M. WILLIAMS | | | Director | | | February [removed: 9, 2022] [added: 8, 2023] | | |

Based on that evaluation, our CEO and CFO concluded that our internal control over financial reporting was effective as of December 31, [removed: 2021.][added: 2022.]

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: 2021,] [added: 2022,] dated February [removed: 9, 2022.][added: 8, 2023.]

We have audited the accompanying consolidated balance sheets of Omnicom Group Inc. and subsidiaries (the Company) as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] 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: 2021,] [added: 2022,] 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: 2021,] [added: 2022,] 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: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, [removed: 2021,] [added: 2022,] 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: 2021,] [added: 2022,] 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: networks] [added: networks, practice areas] and agencies, which operate in all major markets throughout the Americas, EMEA and Asia Pacific regions.

Consolidated revenues across all disciplines and geographic markets was [removed: $14,289.4] [added: $14,289.1] million for the year-ended December 31, [removed: 2021.][added: 2022.]

| | | | [added: | | |] December [removed: 31,] [added: 31] | | | | | | | | |

| | | | [added: 2022 | | | | | |] 2021 | | | | | | 2020 | | |

| Cash and cash equivalents | | | $ | [removed: 5,316.8] [added: 4,281.8] | | | | | $ | [removed: 5,600.5] [added: 5,316.8] | |

| Accounts receivable, net of allowance for doubtful accounts of [removed: $21.7] [added: $24.7] and [removed: $30.4] [added: $21.7] | | | [removed: 8,472.5] [added: 8,097.1] | | | | | | [removed: 7,813.4] [added: 8,472.5] | | |

| Work in process | | | [removed: 1,201.0] [added: 1,254.6] | | | | | | [removed: 1,101.2] [added: 1,201.0] | | |

| Other current assets | | | [removed: 919.2] [added: 918.8] | | | | | | [removed: 1,075.0] [added: 919.2] | | |

| Total Current Assets | | | [removed: 15,909.5] [added: 14,613.0] | | | | | | [removed: 15,590.1] [added: 15,909.5] | | |

| Property and Equipment at cost, less accumulated depreciation of [removed: $1,165.7] [added: $1,167.5] and [removed: $1,156.7] [added: $1,165.7] | | | [removed: 992.1] [added: 900.1] | | | | | | [removed: 585.2] [added: 992.1] | | |

| Operating Lease Right-Of-Use Assets | | | [removed: 1,202.9] [added: 1,165.0] | | | | | | [removed: 1,223.4] [added: 1,202.9] | | |

| Equity Method Investments | | | [removed: 76.3] [added: 66.2] | | | | | | [removed: 85.3] [added: 76.3] | | |

| Goodwill | | | [removed: 9,738.6] [added: 9,734.3] | | | | | | [removed: 9,609.7] [added: 9,738.6] | | |

| Intangible Assets, net of accumulated amortization of [removed: $856.5] [added: $819.9] and [removed: $817.2] [added: $856.5] | | | [removed: 298.0] [added: 313.4] | | | | | | [removed: 298.5] [added: 298.0] | | |

| Other Assets | | | [removed: 204.4] [added: 210.5] | | | | | | [removed: 255.0] [added: 204.4] | | |

| TOTAL ASSETS | | | $ | [removed: 28,421.8] [added: 27,002.5] | | | | | $ | [removed: 27,647.2] [added: 28,421.8] | |

| Accounts payable | | | $ | [removed: 11,897.2] [added: 11,000.2] | | | | | $ | [removed: 11,513.0] [added: 11,897.2] | |

| Customer advances | | | [removed: 1,644.5] [added: 1,492.3] | | | | | | [removed: 1,361.3] [added: 1,644.5] | | |

| Short-term debt | | | [removed: 9.6] [added: 16.9] | | | | | | [removed: 3.9] [added: 9.6] | | |

| Taxes payable | | | [removed: 263.3] [added: 300.0] | | | | | | [removed: 244.5] [added: 263.3] | | |

| Other current liabilities | | | [removed: 2,411.6] [added: 2,243.4] | | | | | | [removed: 2,402.4] [added: 2,411.6] | | |

| Total Current Liabilities | | | [removed: 16,226.2] [added: 15,052.8] | | | | | | [removed: 15,525.1] [added: 16,226.2] | | |

| Long-Term Liabilities | | | [removed: 961.5] [added: 837.5] | | | | | | [removed: 970.7] [added: 961.5] | | |

| /s/ Mark D. Gerstein | | | Director | | | February 8, 2023 | | |

| Mark D. Gerstein | | | | | | | | |

| /s/ Patricia Salas Pineda | | | Director | | | February 8, 2023 | | |

| Patricia Salas Pineda | | | | | | | | |

| | | | | | | | | |

February 8, 2023

| Short-term investments | | | 60.7 | | | | | | — | | |

| Charges arising from the effects of the war in Ukraine | | | 113.4 | | | | | | — | | | | | | — | | |

| Net change in noncontrolling interests | | | (17.1) | | | | | | (12.1) | | | | | | 5.7 | | |

| Net income | | | $ | 1,403.8 | | | | | $ | 1,507.6 | | | | | $ | 1,020.8 | |

| Non-cash charges related to the effects of the war in Ukraine | | | 65.8 | | | | | | — | | | | | | — | | |

| COVID-19 repositioning costs | | | — | | | | | | — | | | | | | 277.9 | | |

Risks and Uncertainties

Current global economic challenges, including the impact of the war in Ukraine, the lingering effects of the COVID-19 pandemic, high and sustained inflation, rising interest rates, and supply chain disruptions could cause economic uncertainty and volatility.

The impact of these issues on our business will vary by geographic market and discipline.

We monitor economic conditions closely, as well as client revenue levels and other factors.

In response to reductions in revenue, we can take actions to align our cost structure with changes in client demand and manage our working capital.

However, there can be no assurance as to 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 developments.

Impact of the War in Ukraine

Historically, we conducted operations in Russia and Ukraine through local agencies in which we held a majority stake.

During the first quarter of 2022, the war in Ukraine required us to suspend our business operations in Ukraine.

The war resulted in the imposition of sanctions by the United States, the United Kingdom, and the European Union, that affected the cross-border operations of businesses operating in Russia.

In addition, Russian regulators imposed currency restrictions and regulations.

All of these actions created uncertainty regarding our ability to recover our investment in our operations in Russia, as well as our ability to exercise control over the operations.

Therefore, the ability to continue operations in Russia was uncertain.

As a result, we disposed of all of our businesses in Russia.

Accordingly, in the first quarter of 2022, we recorded pretax charges of $113.4 million, which primarily consisted of the net investment in our Russian businesses, and included charges related to the suspension of operations in Ukraine.

Lingering Effects of the COVID-19 Pandemic

The COVID-19 pandemic adversely affected global economic activity.

Beginning in March 2020 and continuing through the first quarter of 2021, our business was impacted by reductions in client spending due to the COVID-19 pandemic.

While mixed by business and geography, the spending reductions impacted all our businesses and markets.

Globally, the most impacted businesses were our Experiential discipline, especially in our event marketing businesses, and our Execution & Support discipline, primarily in field marketing.

Most markets began to improve in April 2021.

components of a marketing message is essential to overall service.

factors known at the time.

Short-Term Investments. Short-term investments represent time deposits with original maturities ranging from 91 to 364 days.

These investments are classified as held-to-maturity securities because we have the positive intent and ability to hold until maturity.

Held-to-maturity securities are carried at amortized cost, which approximates fair value.

Fair value is based on observable interest rates for similar securities.

liability at the acquisition date fair value using the discount rate in effect on the acquisition date.

| /s/ SUSAN S. DENISON | | | Director | | | February 9, 2022 | | |

| Susan S. Denison | | | | | | | | |

February 9, 2022

OMNICOM GROUP INC. AND SUBSIDIARIES

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

| Cumulative effect of accounting change | | | — | | | | | | — | | | | | | 22.3 | | |

| Cumulative effect of accounting change | | | — | | | | | | — | | | | | | (22.3) | | |

| Acquisition of additional noncontrolling interests | | | (21.9) | | | | | | (22.3) | | | | | | (51.4) | | |

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Impact of the COVID-19 Pandemic on our Business

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.

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.

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.

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.

Accounting Changes

On January 1, 2021, we adopted FASB ASU 2019-12, *Income Taxes (Topic 740),* or ASU 2019-12, which, among other things, amended the rules for recognizing deferred taxes for investments, performing intra-period tax allocations and calculating income taxes in interim periods and reduced complexity in certain areas, including the accounting for transactions that result in a step-up in the tax basis of goodwill and allocating taxes to members of a consolidated group.

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

Variable consideration for our

Reclassifications. Certain reclassifications have been made to the prior year financial information to conform to the current year presentation.

Primarily as a result of the COVID-19 pandemic, revenue for 2020 as compared to 2019 decreased in all our major markets and all disciplines except for Healthcare and Precision Marketing.

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

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

| Net income available for common shares: | | | | | | | | | | | | | | | | | |

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

| Goodwill | | | $ | 10,259.6 | | | | | $ | (521.0) | | | | | $ | 9,738.6 | | | | | $ | 10,141.6 | | | | | $ | (531.9) | | | | | $ | 9,609.7 | |

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

| | | | | | | Year Ended December 31, | | | | | | | | |

In addition, we have uncommitted credit lines aggregating $863.9 million and the ability to issue up to $2 billion of commercial paper.

In October 2020, we amended the Credit Facility to increase the maximum Leverage Ratio to 4.0 times through December 31, 2021.

| 3.625% Senior Notes due 2022 | | | $ | — | | | | | $ | 1,250.0 | |

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

| | | | $ | 5,685.7 | | | | | $ | 5,807.3 | |

On May 3, 2021, we issued $800 million 2.60% Senior Notes due 2031.

The net proceeds from the issuance, after deducting the underwriting discount and offering expenses, were $791.7 million.

The net proceeds plus cash on hand were used to redeem all the outstanding 3.625% Senior Notes due 2022 in May 2021.

In connection with the early redemption, we recorded a loss on extinguishment of $26.6 million in interest expense.