Omnicom Group (OMC) 10-K risk factor changes: FY2023 vs FY2022

[removed: In addition, a] [added: A contraction or] disruption in the credit markets [removed: could adversely affect] [added: may make it more difficult for us to meet] our [removed: clients] [added: working capital requirements or refinance maturing debt, or negatively impact our clients’] liquidity [removed: and] [added: that] could cause them to delay payment [removed: for our services] or take other actions that would negatively affect our working capital.

In cases of sustained inflation across several of our major markets, it [removed: becomes] [added: may become] increasingly difficult to effectively control increases to our costs.

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

[removed: The war in Ukraine has negatively impacted our business, results of operations and financial position, and] [added: These actions] could [removed: adversely] [added: have a significant and adverse] impact our business, results of operations and financial position in the [removed: future.][added: future.]

[removed: During] [added: For example, as a result of] the [added: war in Ukraine, in the] first quarter of 2022, [removed: the war in Ukraine required us to suspend] [added: we suspended] our business operations in [removed: Ukraine,] [added: Ukraine] and [removed: we] disposed of all [removed: of] our businesses in Russia.

The war in Ukraine is [removed: ongoing] [added: ongoing,] and its duration is uncertain.

[removed: Our clients’ businesses, results of operations and financial position] [added: This] could [removed: also be adversely impacted by the war] [added: result] in [removed: Ukraine,] [added: suspension of our, or our clients’ businesses in the affected region,] which could impact client spending on our services.

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

[removed: Demand] [added: When a public health crisis arises, demand] for certain of our services may be adversely affected by government measures, including restrictions on travel and business [removed: operation] [added: operations] and quarantine and stay-at-home orders arising from [removed: a recurrence] [added: the occurrence] of a pandemic, or similar [added: global] public health crises.

Our ability to acquire new clients and retain existing clients may, in some cases, be limited by clients’ perceptions of, or policies concerning, conflicts of interest arising from [added: our] other client relationships.

In [removed: 2022,] [added: 2023,] our 100 largest clients represented approximately [removed: 53%] [added: 55%] of our revenue.

We rely on [added: our own and third-party service providers’] information technology systems and infrastructure to connect with our clients, people and others, and to [removed: store and] [added: collect, store, transfer,] process [removed: business] and [added: use business, personal and] financial data.

[removed: Increased cybersecurity] [added: Cybersecurity] threats and attacks, including computer viruses, [removed: hacking and] [added: advanced persistent threats, malware, hacking,] ransomware [removed: attacks,] [added: or other destructive or disruptive activities or software,] are constantly evolving and pose a risk to our [added: information technology] systems and [removed: networks.][added: data.]

Security breaches, improper use of our systems and unauthorized access to our data and information by employees and others may pose a risk that [removed: sensitive] data may be exposed to unauthorized [removed: persons or to the public.][added: persons.]

[removed: Our] [added: In addition, we make extensive use of] third-party service providers, including cloud providers, [added: that] store, transmit and process data.

These third-party service providers are also subject to malicious attacks and cybersecurity threats that could adversely affect [removed: us.][added: our business, results of operations, financial condition and reputation and could result in litigation or regulatory action, as discussed below.]

The number of [removed: employees] [added: personnel] working [removed: from home] [added: remotely] varies by market and is dependent on local conditions.

[added: When our employees work remotely, the risk of cybersecurity] incidents and [added: attacks and unauthorized] exposure of sensitive business and client advertising and marketing information, as well as personal data or [removed: information.][added: information, increases.]

In [removed: 2022,] [added: 2023,] our international operations represented approximately [removed: 48%] [added: 49%] of our revenue.

[removed: As a global business we face certain risks of doing business internationally, and we are exposed to risks from operating] [added: We operate] in high-growth markets and developing countries, which [added: often carry greater risks and uncertainties that] could have a material adverse effect on our business, results of operations and financial position.

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

[removed: In addition, we conduct business in numerous high-growth markets and developing] [added: Such] countries [removed: that] tend to have longer billing collection cycles, currency repatriation restrictions and commercial laws that can be undeveloped, vague, inconsistently enforced, retroactively applied or frequently changed.

[removed: The risks associated with our] [added: Geopolitical events,] international [removed: operations] [added: hostilities or acts of terrorism] could have a material adverse effect on our business, results of operations and financial [removed: position.][added: position.]

[removed: Additionally, our] [added: Our] operations are [added: also] subject to the United States Foreign Corrupt Practices Act and other anti-corruption and anti-bribery laws and regulations.

For financial information by geographic region, see [removed: Note] [added: Notes 3 and] 8 to the consolidated financial statements.

We regularly evaluate potential acquisitions of businesses that are complementary to our businesses and client [removed: needs.][added: needs, and in some cases, associated technological capabilities and assets.]

As part of the process, we conduct business, legal and financial due diligence to identify and evaluate material risks involved in any particular [removed: transaction.][added: transaction, including business strategy and operational execution.]

As discussed in Note 2 to the consolidated financial statements, we review the carrying value of goodwill for impairment annually [removed: at the end of the second quarter] [added: on May 1] and whenever events or circumstances indicate the carrying value may not be recoverable.

[removed: Regulatory] [added: Legal and Regulatory] Risks

[removed: Government regulation] [added: Laws] and [added: regulations and actions of] consumer advocates may limit the scope and content of our services, [removed: which could] affect our ability to meet our clients’ needs, [removed: which could] [added: result in third-party claims, litigation, regulatory proceedings or government investigations, or otherwise] have a material adverse effect on our business, results of operations and financial position.

In addition, there has been a tendency on the part of businesses to resort to the judicial system to challenge advertising practices and claims, which could cause our clients affected by such actions to reduce their spending on our [removed: services.][added: services, and from time to time we may be subject to claims, lawsuits, regulatory proceedings or government investigations into whether our business practices comport with applicable law.]

[added: Any regulatory or judicial action that affects our] ability to meet our [removed: clients'] [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.

[removed: These laws] [added: In addition, these laws, rules,] and regulations could [added: also] affect the acceptance of new communications technologies and the use of current communications technologies as advertising media.

[removed: These actions] [added: Any of the foregoing] could [added: also] affect our business and reduce demand for certain of our services, which could have a material adverse effect on our business, results of operations and financial position.

Many governments, regulators, investors, employees, customers and other stakeholders are [removed: 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.

[removed: 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.

Current or future geopolitical events, international hostilities or acts of terrorism could impact global economies through, among other things, disruption of business operations and demand for client services, disruption in the credit markets, heightened risk of cybersecurity attacks and disruptions to our information technology infrastructure, increased energy costs and labor and supply chain disruptions.

In addition, economic sanctions were imposed on Russia by the United States, United Kingdom, and the European Union.

We cannot predict the impact of the war in Ukraine or other international hostilities on our businesses and operations.

We face cybersecurity risks that threaten the confidentiality, integrity and availability of our information technology systems or data stored on such systems.

Additionally, hardware, software applications or services that we develop or procure from third parties may contain defects in design or manufacture or other problems that could compromise the confidentiality, integrity or availability of our information technology systems or data stored on such systems.

There can be no assurance that our cybersecurity risk management program and processes will be fully implemented, complied with or effective in detecting and preventing such threats or protecting our information technology systems or data.

Such occurrences could adversely affect our business, results of operations, financial position and reputation and could result in litigation or regulatory action, as discussed below.

Currently, many of our agencies operate in a flexible working environment that allows for partial remote work.

We and certain of our third-party providers regularly experience cyberattacks and other incidents, and we expect such attacks and incidents to continue.

For example, we have experienced cybersecurity incidents that resulted in the disruption of our information technology systems and required us to engage third parties to remediate the issues.

While to date no incidents have had a material impact on our operations or financial results, we cannot guarantee that material incidents will not occur in the future.

Any attack or incident could result in legal claims or proceedings (such as class actions), regulatory investigations and enforcement actions, fines and penalties, negative reputational impacts, and/or significant incident response, system restoration or remediation and future compliance costs, which could materially adversely affect our business, results of operations and financial condition.

We also cannot guarantee that any such costs or losses will be covered by our existing insurance policies or that applicable insurance will be available to us in the future on economically reasonable terms or at all.

We are subject to risks related to our use of generative AI, a new and emerging technology, which is in the early stages of commercial use.

We continually evaluate the use of AI in our business processes, and in 2023 we entered into strategic partnerships with leading AI technology companies, enabling enhanced product and service capabilities in generative AI.

In recent years, the use of AI has come under increased scrutiny.

This technology, which is a new and emerging technology in early stages of commercial use, presents a number of risks inherent in its use, including ethical considerations, public perception and reputation concerns, intellectual property protection, regulatory compliance and privacy and data security concerns, all of which could have a material adverse effect on our business, results of operations and financial position.

Further, new laws, guidance and decisions in this area may limit our ability to use AI or decrease its usefulness.

As a result, we cannot predict future developments in AI and related impacts to our business and our industry.

If we are unable to successfully adapt to new developments related to, and risks and challenges associated with AI, our business, results of operations and financial position could be negatively impacted.

We conduct business in numerous high-growth markets and developing countries.

Our business, results of operations and financial position can be adversely affected if we are unable to effectively operate, or manage the risks associated with operating in these markets and countries.

Regardless of the merit of such claims, lawsuits, proceedings or investigations, defending against them could cost us a significant amount of time and money and result in negative publicity.

Compliance with ever evolving federal, state, and foreign laws relating to the handling of information about individuals involves significant expenditure and resources, and any failure by us or our vendors to comply could materially adversely affect our business, results of operations and financial position.

We, and third-party vendors on our behalf, process information related to individuals, including from and about individuals we may advertise to, actual and prospective clients, employees, and service providers.

We and our vendors are subject to a variety of federal, state, and foreign laws, rules, regulations, industry standards, and other requirements related to privacy, use of personal information, marketing and advertising, and internet tracking technologies.

These requirements, and their application, interpretation, and amendments are constantly evolving and developing.

Among other things, such laws generally: require disclosures about the data collection, use, and disclosure practices of covered businesses, and provide individuals expanded rights to access, delete, and correct their personal information, and opt out of certain sales or transfers of personal information.

Our obligations related to data privacy and security are quickly changing in an increasingly stringent fashion, creating some uncertainty as to the future legal framework governing such matters.

Preparing for and complying with these obligations requires us to devote significant resources.

These obligations may necessitate changes to our practices and to those of any third parties that process personal data on our behalf.

Any failure or perceived failure by us, or third parties on which we depend, to comply with data privacy laws, rules, regulations, industry standards and other requirements could result in legal claims or proceedings (such as class actions), regulatory investigations and enforcement actions, fines and penalties, negative reputational impacts and future compliance costs, which could materially and adversely affect our business, results of operations and financial condition.

We also cannot guarantee that any such costs or losses will be covered by our existing insurance policies or that applicable insurance will be available to us in the future on economically reasonable terms or at all.

We make statements about our environmental, social and governance goals and initiatives through

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

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

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.

The COVID-19 pandemic negatively impacted our business, results of operations and financial position beginning in 2020 and continuing through the first quarter of 2021.

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.

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

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

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 increase in the number of employees working from home may increase certain business and process control risks, including increased risk of cybersecurity

Any regulatory or judicial action that affects our

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.

[removed: 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.

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

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

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

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

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

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

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

For the year ended December 31, [removed: 2022,] [added: 2023,] our largest client represented [removed: 2.7%] [added: 3.0%] of revenue, and our 100 largest clients, which represent many of the world's major marketers, represented approximately [removed: 53%] [added: 55%] of revenue.

Our clients operate in virtually every sector of the global economy, with no one industry representing more than 17% of our revenue in [removed: 2022.][added: 2023.]

Adverse global [removed: or regional] economic 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.

[removed: Results of Operations][added: CONSOLIDATED RESULTS OF OPERATIONS]

[removed: Organic] [added: Worldwide organic] growth increased revenue [removed: $1,346.3] [added: $584.5] million, or [removed: 9.4%.][added: 4.1%.]

Changes in foreign exchange rates reduced revenue [removed: $681.0] [added: $28.3] million, or [removed: 4.8%,] [added: 0.2%,] and acquisition revenue, net of disposition revenue, reduced revenue [removed: $665.6] [added: $153.1] million, or [removed: 4.7%.][added: 1.1%.]

[removed: The reduction in acquisition] [added: Acquisition] revenue, net of disposition revenue, [removed: reflects dispositions in] [added: reduced revenue compared to] the [removed: Advertising & Media discipline] [added: prior year, primarily due to the disposition of our businesses] in [added: Russia in] the [removed: second] [added: first] quarter of [removed: 2021] [added: 2022] and the disposition of [added: certain businesses, primarily] our [added: research] businesses in [removed: Russia] [added: the Execution & Support discipline] in the [removed: first] [added: second] quarter of [removed: 2022.][added: 2023.]

The [removed: change] [added: changes] in [added: worldwide] revenue across our principal regional markets were: North America increased [removed: $146.3] [added: $95.0] million, Europe [removed: decreased $209.1] [added: increased $256.4] million, Asia-Pacific [removed: decreased $49.5] [added: increased $31.0] million and Latin America increased [removed: $32.9] [added: $57.8] million.

In North America, organic revenue increased across all our [removed: disciplines,] [added: disciplines for 2022 compared to 2021,] 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 Europe, organic revenue [added: for 2022,] increased in substantially all countries and in all disciplines, especially our Advertising & Media discipline, which was led by our media business, our Precision Marketing and Public Relations disciplines, and our Experiential discipline, as it [removed: continues] [added: continued] to recover from the impact of the pandemic.

In Latin America, organic revenue [added: for 2022,] increased in most countries in the region, especially Brazil and Colombia.

In Asia-Pacific, organic revenue increased in most [removed: disciplines,] [added: disciplines for 2022 compared to 2021,] 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, [removed: Korea] and [removed: Malaysia.][added: Korea.]

The changes in [added: worldwide] revenue in 2022, compared to 2021, in our fundamental disciplines [removed: were:] [added: was:] Advertising & Media decreased [removed: $534.6] [added: $532.3] million, Precision Marketing increased [removed: $223.1] [added: $221.4] million, Commerce [removed: and Brand Consulting] [added: & Branding] increased [removed: $47.7] [added: $45.9] million, Experiential increased $99.6 million, Execution & Support decreased [removed: $46.6] [added: $46.0] million, Public Relations increased [removed: $154.1] [added: $154.5] million, and Healthcare increased [removed: $56.4] [added: $56.6] million.

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

Adverse and beneficial fluctuations in foreign currencies from period to period impact our [added: 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 [removed: currency] [added: currency,] mitigating the impact of changes in foreign currency exchange rates on our operating margin percentage.

[removed: Operating expenses for 2022 reflect charges] [added: | Charges] arising from the effects of the war in Ukraine [removed: of $113.4 million.][added: | | | — | | | | | | — | | % | | | | 113.4 | | | | | | 0.8 | | % | | | | (113.4) | | | | | | | | |]

[removed: Operating] [added: 3) For the year ended December 31, 2021, operating] expenses [removed: in 2021] were favorably impacted by the $50.5 million gain recorded in connection with the disposition in the Advertising & Media discipline.

Salary and service [removed: costs, which tend to fluctuate with changes] [added: costs] in [removed: revenue,] [added: 2022,] decreased $76.1 million, compared to 2021, reflecting a decrease in third-party service costs of [removed: $303.0] [added: $393.6] million, partially offset by an increase in [added: third-party incidental costs of $90.6 million and an increase in] salary and related service costs of $226.9 million.

Occupancy and other [removed: costs, which are less directly linked to changes in revenue than salary and service costs,] [added: costs for 2022] increased $20.4 million year-over-year, primarily due to an increase in general office expenses and other [removed: costs] [added: costs,] resulting from the return of our workforce to the office, partially offset by lower rent and other occupancy costs.

Operating [removed: profit] [added: income] 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%.

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

Net interest expense in [removed: 2022] [added: 2023] decreased [removed: $71.2] [added: $26.1] million year-over-year to [removed: $137.9] [added: $111.8] million.

Interest expense on debt decreased $21.9 million to $191.3 million in 2022 compared to 2021, primarily as a result of the benefit from the early redemption in May 2021 of all the outstanding [removed: $1.25] [added: $1.250] billion [removed: of our] 3.625% Senior Notes due 2022, or 2022 Notes, which was partially offset by the issuance of [removed: $800 million of our] [added: the] 2.60% Senior Notes due [removed: 2031, or] 2031 [removed: Notes,] in May 2021, and the issuance of the £325 million 2.25% Senior Notes due [removed: 2033, or Sterling Notes,] [added: 2033] in November 2021.

Interest income in [removed: 2022] [added: 2023] increased [removed: $43.4] [added: $36.0] million [added: year-over-year] to [removed: $70.7 million year-over-year,] [added: $106.7 million,] primarily as a result of higher interest rates on [removed: our] cash [removed: balances and our short-term investments.][added: balances.]

Our effective tax rate for [removed: 2022 increased year-over-year] [added: 2023 decreased period-over-period] to [removed: 28.1%] [added: 26.3%] from [removed: 24.6%.][added: 28.1%.]

The higher effective tax rate for 2022 was predominantly the result of the non-deductibility of the $113.4 million charge recorded in the first quarter of 2022, arising from the effects of the war in Ukraine, as [removed: well as an additional increase in income tax expense of $4.8 million related to the disposition of our businesses in Russia.][added: discussed below.]

[removed: Net income] [added: | Net Income] - Omnicom Group [removed: Inc. in 2022 decreased $91.3 million to $1,316.5 million from $1,407.8 million in 2021.][added: Inc. | | | $ | 1,391.4 | | | | | $ | 1,316.5 | | | | | $ | 1,407.8 | | | | | | | |]

Diluted net income per share - Omnicom Group Inc. [removed: decreased] [added: increased] to [added: $6.91 in 2023, from] $6.36 in 2022, [removed: compared to $6.53 in 2021,] due to the factors described [removed: above, partially offset by] [added: above and] the impact of the reduction in our weighted average common shares outstanding resulting from [added: the] repurchases of our common stock, net of shares issued for [removed: restricted] stock [removed: awards, stock] option exercises and the employee stock purchase plan during the year.

Our acquisition strategy is focused on acquiring the expertise of an assembled [removed: workforce] [added: workforce, and] in [added: some cases their associated technological capabilities and assets, in] order to continue to build upon the core capabilities of our various strategic business platforms and agency brands through the expansion of their geographic reach or their service capabilities to better serve our clients.

We [added: will continue to] evaluate goodwill for impairment at least annually at [removed: the end of the second quarter of the year] [added: May 1] and whenever events or circumstances indicate the carrying value may not be recoverable.

The regional reporting units [removed: of each agency network] [added: and practice areas monitor performance and] are responsible for the agencies in their region.

(Dollars in tables in millions, except per share amounts.)

Global economic challenges, including geopolitical events, international hostilities, acts of terrorism, public health crises, high and sustained inflation in countries that comprise our major markets, high interest rates, and labor and supply chain issues could cause economic uncertainty and volatility.

However,

As described in Note 5 to the consolidated financial statements, on January 2, 2024, we acquired Flywheel Digital, the digital commerce business of Ascential plc, for a net cash purchase price of approximately $845 million.

Flywheel Digital provides services in e-commerce operations, media execution, and market intelligence.

These services are complemented by a technology platform, which provides near real-time insights to clients.

We expect Flywheel Digital to be a separate practice area within Omnicom, and we expect to integrate their services across our Advertising & Media, Precision Marketing and Commerce & Branding disciplines.

Our geographic markets include the Americas, which includes North America and Latin America, Europe, the Middle East and Africa (EMEA), and Asia-Pacific.

We believe generative AI will have a significant effect on how we provide services to our clients and how we enhance the productivity of our people.

As with any new technology, we are working closely with our clients and technology partners to take advantage of the benefits of AI while being mindful of its limitations, risks, and privacy concerns.

We are committed to responsible AI practices and collaboration to harness AI's potential, while evaluating related risks, such as ethical considerations, public perception and reputational concerns, intellectual property protection, regulatory compliance, privacy and data security concerns and our ability to effectively adopt this new emerging technology.

The rapidly developing nature of AI technology makes it difficult to assess the full impact on our business at this time.

Financial Performance

Worldwide revenue in 2023 increased to $14,692.2 million compared to $14,289.1 million in 2022.

The negative impact on revenue from acquisitions, net of dispositions, period to period was primarily due to dispositions in the Execution & Support discipline in the first and second quarters of 2023, including the sale of our research businesses, as well as the disposition of our businesses in Russia in the first quarter of 2022, partially offset by acquisitions in our Advertising & Media and Public Relations disciplines during the year.

In North America for 2023 compared to the prior year period, increased organic revenue was driven primarily by the performance in the United States, especially in the Advertising & Media discipline, led by our media business, and our Precision Marketing, and Healthcare disciplines, partially offset by negative performance in our Experiential and Commerce & Branding disciplines, which faced difficult comparisons to the prior year, and our Execution & Support discipline.

In Latin America, organic revenue for 2023 increased in all of our disciplines, led by our Advertising & Media discipline, and in substantially all countries in the region.

The strengthening of most currencies, especially the Mexican Peso and Brazilian Real, partially offset by the weakening of the Argentine Peso against the U.S. Dollar, increased revenue in 2023 compared to 2022.

In Asia-Pacific, organic revenue for 2023 increased compared to 2022 across most major markets in the region, especially China, India, Australia, and Japan, and was led by our media business in our Advertising & Media discipline and our Experiential discipline.

The organic revenue growth was partially offset by the weakening of certain foreign currencies against the U.S. Dollar period to period, especially the Australian Dollar, Japanese Yen, and Chinese Renminbi.

A summary of our full year consolidated results of operations period-over-period is as follows:

| | | | 2023 | | | | | | 2022 | | | | | | | | | | | | $ Change | | | | | | % Change | | | | | | | | | | | | | | |

| Revenue | | | $ | 14,692.2 | | | | | $ | 14,289.1 | | | | | | | | | | | $ | 403.1 | | | | | 2.8 | | % | | | | | | | | | | | | |

| Operating Income2,3 | | | $ | 2,104.7 | | | | | $ | 2,083.3 | | | | | | | | | | | $ | 21.4 | | | | | 1.0 | | % | | | | | | | | | | | | |

| Operating Margin2,3 | | | 14.3 | | % | | | | 14.6 | | % | | | | | | | | | | | | | | | | (0.3) | | % | | | | | | | | | | | | |

| Net Income - Omnicom Group Inc.2,3 | | | $ | 1,391.4 | | | | | $ | 1,316.5 | | | | | | | | | | | $ | 74.9 | | | | | 5.7 | | % | | | | | | | | | | | | |

| Net Income per Share - Omnicom Group Inc.: Diluted2,3 | | | $ | 6.91 | | | | | $ | 6.36 | | | | | | | | | | | $ | 0.55 | | | | | 8.6 | | % | | | | | | | | | | | | |

| EBITA1,2,3 | | | $ | 2,185.0 | | | | | $ | 2,163.6 | | | | | | | | | | | $ | 21.4 | | | | | 1.0 | | % | | | | | | | | | | | | |

| EBITA Margin1,2,3 | | | 14.9 | | % | | | | 15.1 | | % | | | | | | | | | | | | | | | | (0.2) | | % | | | | | | | | | | | | |

1) Reconciliation of Non-GAAP Financial Measures on page [25](#ie3aa794e02a942fdadfe96e1bc636e4e_2358).

2) For the year ended December 31, 2023, operating expenses included real estate operating lease impairment charges, severance, and other exit costs of $191.5 million ($145.5 million after tax) related to repositioning actions we took in the first and second quarters of 2023 to reduce our real estate requirements, rebalance our workforce, and consolidate operations in certain markets (see Note 13 to the consolidated financial

statements).

In addition, in the second quarter of 2023, we recorded a gain of $78.8 million ($55.9 million after tax) on disposition of certain of our research businesses in the Execution & Support discipline (see Note 14 to the consolidated financial statements).

Included in the fourth quarter of 2023 within selling, general and administrative expenses are acquisition transaction costs of $14.5 million, primarily related to the purchase of Flywheel Digital in January 2024 (see Note 5 to the consolidated financial statements).

The net aggregate impact of these items on Operating Income for the year ended December 31, 2023 was a reduction of $127.2 million ($102.6 million after tax).

The net aggregate effect of these items for the year ended December 31, 2023 to diluted net income per share - Omnicom Group Inc. was a decrease of $0.50 (see Notes 13 and 14 to the consolidated financial statements).

3) For December 31, 2022, operating expenses included $113.4 million of charges recorded in the first quarter of 2022, as well as an additional net income tax charge of $4.8 million, related to the disposition of our businesses in Russia, which reduced net income - Omnicom Group Inc. by $118.2 million and diluted net income per share - Omnicom Group Inc. by $0.57 (see Note 15 to the consolidated financial statements).

In 2023, to better align with our internal financial processes, the date of our annual impairment test was changed from June 30 to May 1.

| | | | May 1, 2023 | | | | | | June 30, 2022 | | |

We considered this history when determining the long-term growth rates used in our annual impairment test at May 1, 2023.

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.

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.

collaborate in formal and informal virtual client networks utilizing our key client matrix organization structure.

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

The increase in organic revenue was offset by the weakening of substantially all foreign currencies against the U.S. Dollar, especially the British Pound and the Euro, as well as the disposition of our businesses in Russia in the first quarter of 2022.

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.

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.

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

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

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.

Operating profit, operating margin and EBITA margin for 2022 were negatively impacted by the $113.4 million charges arising from the effects of the war in Ukraine.

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

Interest expense for 2021 includes a loss of $26.6 million on the early redemption of the 2022 Notes.

These charges were partially offset by the tax benefit arising from our share-based compensation awards.

The effective tax rate for 2021 reflects a nominal tax applied to the book gain on the disposition in the Advertising & Media discipline resulting from the excess of tax over book basis and a reduction in income tax expense of $32.8 million, primarily related to the favorable settlements of uncertain tax positions in certain jurisdictions.

The year-over-year decrease is due to the factors described above.

The impact of the after-tax charges arising from the effect of the war in Ukraine reduced net income - Omnicom Group Inc. for 2022 by $118.2 million and diluted net income per share - Omnicom Group Inc. by $0.57.

The combined effect of the after-tax gain on the disposition in the Advertising & Media discipline and the loss on the early redemption of the 2022 Notes increased net income - Omnicom Group Inc. in 2021 by $31.0 million and increased diluted net income per share - Omnicom Group Inc. by $0.14.

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

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

The assumptions of economic conditions and our actual performance as of December 31, 2022 were in line with these estimates.

RESULTS OF OPERATIONS - 2022 Compared to 2021 (in millions):

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

| | | | 12,205.8 | | | | | | 12,091.5 | | |

We [added: may] use forward foreign exchange contracts as economic hedges to manage the cash flow volatility arising from foreign exchange rate fluctuations.

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: 2022] [added: 2023] was not significant.

In [removed: 2022,] [added: 2023,] our international operations represented approximately [removed: 48%] [added: 49%] of our revenue.

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

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

[removed: At December 31, 2022 and 2021, the] [added: The] net fair value of the forward foreign contracts [added: at December 31, 2022,] was not material (see Note [removed: 20] [added: 22] to the consolidated financial statements).

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

[removed: These] [added: The] 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.

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

At December 31, [added: 2023 and] 2022, the liability for the swap fair value was [removed: $16.5] [added: $6.6] million and [removed: is] [added: $16.5 million, respectively, and was] recorded in long-term liabilities.

[removed: During 2022, there were no interest rate swaps, and long-term] [added: Long-term] debt at December 31, [added: 2023 and] 2022 consisted entirely of [removed: fixed rate] [added: fixed-rate] debt.

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

Due to the diversified nature of our client base, we do not believe that we are exposed to a concentration of credit risk as our largest client represented [removed: 2.7%] [added: 3.0%] of revenue in [removed: 2022.][added: 2023.]

[removed: These commitments are] included in accounts payable when the services are delivered by the media providers or production companies.

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

There were no outstanding forward foreign exchange contracts at December 31, 2023.

In 2023 and 2022, we recorded a reduction of interest expense of $6.6 million and $1.2 million, respectively.

There were no interest rate swaps in 2023 and 2022.

These commitments are

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

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

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

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

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

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

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

Our geographic markets [removed: include:] [added: include] the Americas, which includes North America and Latin America, Europe, the Middle East and Africa (EMEA), and [removed: Asia Pacific.][added: Asia-Pacific.]

In addition to collaborating through our client service models, our [removed: agencies] [added: agencies, practice areas] and networks collaborate across internally developed technology platforms.

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

| | | | graphic arts/digital imaging | | | | | | retail media and [removed: ecommerce] [added: e-commerce] | | |

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: Note 5] [added: Notes 5, 14 and 15] to the consolidated financial statements.

In each of the three years ended December 31, [removed: 2022,] [added: 2023,] none of our acquisitions or dispositions, individually or in the aggregate, [removed: was] [added: were] 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 the three years ended December 31, [removed: 2022,] [added: 2023,] are discussed in the MD&A.

In many cases, multiple [removed: agencies] [added: agencies, practice areas] or networks serve different brands, product groups or both within the same client.

For example, in [removed: 2022,] [added: 2023,] our largest client represented [removed: 2.7%] [added: 3.0%] of revenue and was served by approximately [removed: 90] [added: 150] of our agencies.

Our 100 largest clients, many of which represent the largest global companies, represented approximately [removed: 53%] [added: 55%] of revenue and were each served, on average, by approximately [removed: 54] [added: 55] of our agencies.

The skill sets of our workforce across our agencies and within each discipline [removed: are similar.][added: share many similarities.]

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 [removed: emerging] digital platforms.

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 programs that [removed: prioritize] [added: foster] the achievement of systemic equity throughout our organization.

At December 31, [removed: 2022,] [added: 2023,] we employed approximately [removed: 74,200] [added: 75,900] people worldwide, including [removed: 31,500] [added: 31,200] people in the Americas, [removed: 27,500] [added: 27,400] people in EMEA, and [removed: 15,200] [added: 17,300] people in [removed: Asia Pacific.][added: Asia-Pacific.]

[removed: Our] [added: The United States is our] largest employee [removed: base is the United States,] [added: base,] where we employed approximately [removed: 25,600] [added: 24,700] people.

Our environmental sustainability initiatives focus on [added: emissions reductions through] efficiency of office space, energy [removed: usage] [added: usage, travel] and [removed: travel.][added: vendor engagement.]

[removed: Also, we are committed] [added: Our emissions reductions strategy, in line with the 1.5 degree Celsius climate scenario, was submitted] to [removed: joining] [added: and approved by] the [removed: Science-Based] [added: Science Based] Target [removed: Initiative] [added: initiative] (SBTi), which publicly audits companies on their emissions reduction efforts.

At February 1, [removed: 2023,] [added: 2024,] our executive officers were:

| John D. Wren | | | Chairman of the Board and Chief Executive Officer | | | [removed: 70] [added: 71] | | |

| Daryl Simm | | | President and Chief Operating Officer | | | [removed: 61] [added: 62] | | |

| Philip J. Angelastro | | | Executive Vice President and Chief Financial Officer | | | [removed: 58] [added: 59] | | |

| Andrew L. Castellaneta | | | Senior Vice President, Chief Accounting Officer | | | [removed: 64] [added: 65] | | |

| Louis F. Januzzi | | | Senior Vice President, General Counsel and Secretary | | | [removed: 49] [added: 50] | | |

| Rochelle M. Tarlowe | | | Senior Vice President and Treasurer | | | [removed: 52] [added: 53] | | |

| Jonathan B. Nelson | | | CEO, Omnicom Digital | | | [removed: 55] [added: 56] | | |

All other executive officers have held their present [removed: position] [added: positions] for at least five years.

Additional information about our directors and executive officers will appear in our definitive proxy statement, which is expected to be filed with the United States Securities and Exchange Commission, or SEC, in March [removed: 2023.][added: 2024.]

Any document we file with the SEC is available on the [removed: SEC’s website at www.sec.gov.]

We believe generative AI will have a significant effect on how we provide services to our clients and how we enhance the productivity of our people.

As with any new technology, we are working closely with our clients and technology partners to take advantage of the benefits of AI while being mindful of its limitations, risks, and privacy concerns.

We are committed to responsible AI practices and collaboration to harness AI's potential, while evaluating related risks, such as ethical considerations, public perception and reputational concerns, intellectual property protection, regulatory compliance, privacy and data security concerns and our ability to effectively adopt this new emerging technology.

The rapidly developing nature of AI technology makes it difficult to assess the full impact on our business at this time.

As described in Note 5 to the consolidated financial statements, on January 2, 2024, we acquired Flywheel Digital, the digital commerce business of Ascential plc, for a net cash purchase price of approximately $845 million.

Flywheel Digital provides services in e-commerce operations, media execution, and market intelligence.

These services are complemented by a technology platform, which provides near real-time insights to clients.

We expect Flywheel Digital to be a separate practice area within Omnicom, and we expect to integrate their services across our Advertising & Media, Precision Marketing and Commerce & Branding disciplines.

SEC’s website at www.sec.gov.

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

FOR THE FISCAL YEAR ENDED DECEMBER 31, [removed: 2022][added: 2023]

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such [removed: reports)] [added: reports),] and (2) has been subject to such filing requirements for the past 90 days.

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T [added: (§ 232.405 of the chapter)] during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the [removed: Exchange] Act).

The aggregate market value of the voting and non-voting common stock held by non-affiliates as of June 30, [removed: 2022] [added: 2023] was [removed: $12,846,357,000.][added: $18,548,799,047.]

As of February 1, [removed: 2023,] [added: 2024,] there were [removed: 202,713,338] [added: 197,992,717] 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: 2, 2023] [added: 7, 2024] 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: 2022][added: 2023]

| Item 1. | | | [removed: [Business](#ie0c40cd696ab4855be78f5188d7a27a6_16)] [added: [Business](#ie3aa794e02a942fdadfe96e1bc636e4e_16)] | | | [removed: [1](#ie0c40cd696ab4855be78f5188d7a27a6_16)] [added: [1](#ie3aa794e02a942fdadfe96e1bc636e4e_16)] | | |

| Item 1A. | | | [Risk [removed: Factors](#ie0c40cd696ab4855be78f5188d7a27a6_19)] [added: Factors](#ie3aa794e02a942fdadfe96e1bc636e4e_19)] | | | [removed: [4](#ie0c40cd696ab4855be78f5188d7a27a6_19)] [added: [4](#ie3aa794e02a942fdadfe96e1bc636e4e_19)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#ie0c40cd696ab4855be78f5188d7a27a6_22)] [added: Comments](#ie3aa794e02a942fdadfe96e1bc636e4e_22)] | | | [removed: [7](#ie0c40cd696ab4855be78f5188d7a27a6_22)] [added: [8](#ie3aa794e02a942fdadfe96e1bc636e4e_22)] | | |

| Item 2. | | | [removed: [Properties](#ie0c40cd696ab4855be78f5188d7a27a6_25)] [added: [Properties](#ie3aa794e02a942fdadfe96e1bc636e4e_25)] | | | [removed: [7](#ie0c40cd696ab4855be78f5188d7a27a6_25)] [added: [9](#ie3aa794e02a942fdadfe96e1bc636e4e_25)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#ie0c40cd696ab4855be78f5188d7a27a6_28)] [added: Proceedings](#ie3aa794e02a942fdadfe96e1bc636e4e_28)] | | | [removed: [7](#ie0c40cd696ab4855be78f5188d7a27a6_28)] [added: [9](#ie3aa794e02a942fdadfe96e1bc636e4e_28)] | | |

| [Item [removed: 4.](#ie0c40cd696ab4855be78f5188d7a27a6_31)] [added: 4.](#ie3aa794e02a942fdadfe96e1bc636e4e_31)] | | | [Mine Safety [removed: Disclosures](#ie0c40cd696ab4855be78f5188d7a27a6_31)] [added: Disclosures](#ie3aa794e02a942fdadfe96e1bc636e4e_31)] | | | [removed: [7](#ie0c40cd696ab4855be78f5188d7a27a6_31)] [added: [9](#ie3aa794e02a942fdadfe96e1bc636e4e_31)] | | |

| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#ie0c40cd696ab4855be78f5188d7a27a6_37)] [added: Securities](#ie3aa794e02a942fdadfe96e1bc636e4e_37)] | | | [removed: [7](#ie0c40cd696ab4855be78f5188d7a27a6_37)] [added: [9](#ie3aa794e02a942fdadfe96e1bc636e4e_37)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ie0c40cd696ab4855be78f5188d7a27a6_40)] [added: Operations](#ie3aa794e02a942fdadfe96e1bc636e4e_40)] | | | [removed: [8](#ie0c40cd696ab4855be78f5188d7a27a6_40)] [added: [9](#ie3aa794e02a942fdadfe96e1bc636e4e_40)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#ie0c40cd696ab4855be78f5188d7a27a6_58)] [added: Risk](#ie3aa794e02a942fdadfe96e1bc636e4e_58)] | | | [removed: [27](#ie0c40cd696ab4855be78f5188d7a27a6_58)] [added: 29] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#ie0c40cd696ab4855be78f5188d7a27a6_61)] [added: Data](#ie3aa794e02a942fdadfe96e1bc636e4e_61)] | | | [removed: [28](#ie0c40cd696ab4855be78f5188d7a27a6_61)] [added: [30](#ie3aa794e02a942fdadfe96e1bc636e4e_61)] | | |

| Item 9. | | | [Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#ie0c40cd696ab4855be78f5188d7a27a6_64)] [added: Disclosure](#ie3aa794e02a942fdadfe96e1bc636e4e_64)] | | | [removed: [29](#ie0c40cd696ab4855be78f5188d7a27a6_64)] [added: [30](#ie3aa794e02a942fdadfe96e1bc636e4e_64)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#ie0c40cd696ab4855be78f5188d7a27a6_67)] [added: Procedures](#ie3aa794e02a942fdadfe96e1bc636e4e_67)] | | | [removed: [29](#ie0c40cd696ab4855be78f5188d7a27a6_67)] [added: [30](#ie3aa794e02a942fdadfe96e1bc636e4e_67)] | | |

| Item 9B. | | | [Other [removed: Information](#ie0c40cd696ab4855be78f5188d7a27a6_70)] [added: Information](#ie3aa794e02a942fdadfe96e1bc636e4e_70)] | | | [removed: [29](#ie0c40cd696ab4855be78f5188d7a27a6_70)] [added: [30](#ie3aa794e02a942fdadfe96e1bc636e4e_70)] | | |

| Item 9C. | | | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | | | [removed: [29](#ie0c40cd696ab4855be78f5188d7a27a6_70)] [added: [30](#ie3aa794e02a942fdadfe96e1bc636e4e_70)] | | |

| [Item [removed: 10.](#ie0c40cd696ab4855be78f5188d7a27a6_79)] [added: 10.](#ie3aa794e02a942fdadfe96e1bc636e4e_79)] | | | [Directors, Executive Officers and Corporate [removed: Governance](#ie0c40cd696ab4855be78f5188d7a27a6_79)] [added: Governance](#ie3aa794e02a942fdadfe96e1bc636e4e_79)] | | | [removed: [29](#ie0c40cd696ab4855be78f5188d7a27a6_79)] [added: [30](#ie3aa794e02a942fdadfe96e1bc636e4e_79)] | | |

| [Item [removed: 11.](#ie0c40cd696ab4855be78f5188d7a27a6_82)] [added: 11.](#ie3aa794e02a942fdadfe96e1bc636e4e_82)] | | | [Executive [removed: Compensation](#ie0c40cd696ab4855be78f5188d7a27a6_82)] [added: Compensation](#ie3aa794e02a942fdadfe96e1bc636e4e_82)] | | | [removed: [29](#ie0c40cd696ab4855be78f5188d7a27a6_82)] [added: [30](#ie3aa794e02a942fdadfe96e1bc636e4e_82)] | | |

| [Item [removed: 12.](#ie0c40cd696ab4855be78f5188d7a27a6_85)] [added: 12.](#ie3aa794e02a942fdadfe96e1bc636e4e_85)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#ie0c40cd696ab4855be78f5188d7a27a6_85)] [added: Matters](#ie3aa794e02a942fdadfe96e1bc636e4e_85)] | | | [removed: [29](#ie0c40cd696ab4855be78f5188d7a27a6_85)] [added: [31](#ie3aa794e02a942fdadfe96e1bc636e4e_85)] | | |

| [Item [removed: 13.](#ie0c40cd696ab4855be78f5188d7a27a6_88)] [added: 13.](#ie3aa794e02a942fdadfe96e1bc636e4e_88)] | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#ie0c40cd696ab4855be78f5188d7a27a6_88)] [added: Independence](#ie3aa794e02a942fdadfe96e1bc636e4e_88)] | | | [removed: [29](#ie0c40cd696ab4855be78f5188d7a27a6_88)] [added: [31](#ie3aa794e02a942fdadfe96e1bc636e4e_88)] | | |

| [Item [removed: 14.](#ie0c40cd696ab4855be78f5188d7a27a6_91)] [added: 14.](#ie3aa794e02a942fdadfe96e1bc636e4e_91)] | | | [Principal Accountant Fees and [removed: Services](#ie0c40cd696ab4855be78f5188d7a27a6_91)] [added: Services](#ie3aa794e02a942fdadfe96e1bc636e4e_91)] | | | [removed: [29](#ie0c40cd696ab4855be78f5188d7a27a6_91)] [added: [31](#ie3aa794e02a942fdadfe96e1bc636e4e_91)] | | |

| Item 15. | | | [Exhibit and Financial Statement [removed: Schedules](#ie0c40cd696ab4855be78f5188d7a27a6_97)] [added: Schedules](#ie3aa794e02a942fdadfe96e1bc636e4e_97)] | | | [removed: [30](#ie0c40cd696ab4855be78f5188d7a27a6_97)] [added: [31](#ie3aa794e02a942fdadfe96e1bc636e4e_97)] | | |

| [Item [removed: 16.](#ie0c40cd696ab4855be78f5188d7a27a6_103)] [added: 16.](#ie3aa794e02a942fdadfe96e1bc636e4e_103)] | | | [Form 10-K [removed: Summary](#ie0c40cd696ab4855be78f5188d7a27a6_103)] [added: Summary](#ie3aa794e02a942fdadfe96e1bc636e4e_103)] | | | [removed: [33](#ie0c40cd696ab4855be78f5188d7a27a6_103)] [added: [34](#ie3aa794e02a942fdadfe96e1bc636e4e_103)] | | |

| [removed: [Signatures](#ie0c40cd696ab4855be78f5188d7a27a6_106)] [added: [Signatures](#ie3aa794e02a942fdadfe96e1bc636e4e_106)] | | | | | | [removed: [34](#ie0c40cd696ab4855be78f5188d7a27a6_106)] [added: [35](#ie3aa794e02a942fdadfe96e1bc636e4e_106)] | | |

| [Management Report on Internal Control Over Financial [removed: Reporting](#ie0c40cd696ab4855be78f5188d7a27a6_112)] [added: Reporting](#ie3aa794e02a942fdadfe96e1bc636e4e_112)] | | | | | | [removed: [F-](#ie0c40cd696ab4855be78f5188d7a27a6_112)[1](#ie0c40cd696ab4855be78f5188d7a27a6_112)] [added: [F-](#ie3aa794e02a942fdadfe96e1bc636e4e_112)[1](#ie3aa794e02a942fdadfe96e1bc636e4e_112)] | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#ie0c40cd696ab4855be78f5188d7a27a6_115)] [added: Firm](#ie3aa794e02a942fdadfe96e1bc636e4e_115)] | | | | | | [removed: [F-](#ie0c40cd696ab4855be78f5188d7a27a6_115)[2](#ie0c40cd696ab4855be78f5188d7a27a6_115)] [added: [F-](#ie3aa794e02a942fdadfe96e1bc636e4e_115)[2](#ie3aa794e02a942fdadfe96e1bc636e4e_115)] | | |

| [Consolidated Financial [removed: Statements](#ie0c40cd696ab4855be78f5188d7a27a6_118)] [added: Statements](#ie3aa794e02a942fdadfe96e1bc636e4e_118)] | | | | | | [removed: [F-](#ie0c40cd696ab4855be78f5188d7a27a6_118)[4](#ie0c40cd696ab4855be78f5188d7a27a6_118)] [added: [F-](#ie3aa794e02a942fdadfe96e1bc636e4e_118)[4](#ie3aa794e02a942fdadfe96e1bc636e4e_118)] | | |

| [Notes to Consolidated Financial [removed: Statements](#ie0c40cd696ab4855be78f5188d7a27a6_133)] [added: Statements](#ie3aa794e02a942fdadfe96e1bc636e4e_133)] | | | | | | [removed: [F-](#ie0c40cd696ab4855be78f5188d7a27a6_136)[9](#ie0c40cd696ab4855be78f5188d7a27a6_136)] [added: [F-](#ie3aa794e02a942fdadfe96e1bc636e4e_136)[9](#ie3aa794e02a942fdadfe96e1bc636e4e_136)] | | |

| [Schedule II - Valuation and Qualifying [removed: Accounts](#ie0c40cd696ab4855be78f5188d7a27a6_208)] [added: Accounts](#ie3aa794e02a942fdadfe96e1bc636e4e_208)] | | | | | | [removed: [S-](#ie0c40cd696ab4855be78f5188d7a27a6_208)[1](#ie0c40cd696ab4855be78f5188d7a27a6_208)] [added: [S-](#ie3aa794e02a942fdadfe96e1bc636e4e_208)[1](#ie3aa794e02a942fdadfe96e1bc636e4e_208)] | | |

You should carefully consider the foregoing factors and the other risks and uncertainties that may affect the Company’s business, including those described in Item 1A, “Risk Factors” and Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this [removed: report.][added: report and in other documents filed from time to time with the Securities and Exchange Commission.]

This report is our [removed: 2022] [added: 2023] annual report to shareholders and our [removed: 2022] [added: 2023] Annual Report on Form 10-K, or [removed: 2022] [added: 2023] Form 10-K.

Omnicom Group Inc., a New York corporation formed in 1986, through its branded [removed: networks] [added: networks, practice areas,] and agencies provides advertising, marketing and corporate communications services to over 5,000 clients in more than 70 countries.

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b).

| Item 1C. | | | Cybersecurity | | | [8](#ie3aa794e02a942fdadfe96e1bc636e4e_22) | | |

Factors that could cause actual results to differ materially from those in the forward-looking statements include:

- adverse economic conditions, including those caused by geopolitical events, international hostilities, acts of terrorism, public health crises, high and sustained inflation in countries that comprise our major markets, high interest rates, and labor 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 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 related to competitive factors in the advertising, marketing and corporate communications industries;

- unanticipated changes to, or the ability to hire and retain key personnel;

- currency exchange rate fluctuations;

- reliance on information technology systems and risks related to cybersecurity incidents;

- effective management of the risks, challenges and efficiencies presented by utilizing Artificial Intelligence (AI) technologies and related partnerships in our business;

- changes in legislation or governmental regulations affecting the Company or its clients;

- risks associated with assumptions the Company makes in connection with its acquisitions, critical accounting estimates and legal proceedings;

- the Company’s international operations, which are subject to the risks of currency repatriation restrictions, social or political conditions and an evolving regulatory environment in high-growth markets and developing countries; 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.

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 war in Ukraine, the lingering effects of the COVID-19 pandemic, high and sustained inflation in countries that comprise our major markets, 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; the Company’s international operations, which are subject to the risks of currency repatriation restrictions, social or political conditions and regulatory 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.

Cybersecurity Risk Management and Strategy

We have developed and implemented a cybersecurity risk management program intended to protect the confidentiality, integrity, and availability of our critical systems and information.

Our cybersecurity risk management program includes a cybersecurity incident response plan.

We use the National Institute of Standards and Technology Cybersecurity Framework, or NIST CSF, and the ISO 27001 framework as published by the International Organization for Standardization as guides to help us identify, assess, and manage cybersecurity risks relevant to our business.

We have designed and assessed our program based on the NIST CSF and ISO 27001.

This does not imply that we meet any particular technical standards, specifications, or requirements.

Our cybersecurity risk management program is integrated into our overall enterprise risk management program, and shares common methodologies, reporting channels, and governance processes that apply across the enterprise risk management program to other legal, compliance, strategic, operational, and financial risk areas.

Key aspects of our cybersecurity risk management program include:

- risk assessments designed to help identify material cybersecurity risks to our critical systems, and information;

- an internal security staff principally responsible for managing our cybersecurity risk assessment processes, our security controls, and our response to cybersecurity incidents;

- the use of external service providers, where appropriate, to assess, test, or otherwise assist with aspects of our security controls;

- cybersecurity awareness training of our employees, incident response personnel, and senior management;

- a cybersecurity incident response plan that includes procedures for responding to cybersecurity incidents; and

- a third-party risk management process for key service providers, suppliers, and vendors, including cloud-related service providers.

While we have experienced cybersecurity incidents that resulted in the disruption of our information technology systems and required us to engage third parties to remediate the issues, we have not identified risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that have materially affected or are reasonably likely to materially affect us, including our operations, results of operations, or financial position.

We face certain ongoing risks from cybersecurity threats that, if realized, are reasonably likely to materially affect us, including our business, results of operations and financial position.

See Item 1A “Risk Factors - We rely extensively on information technology systems, and cybersecurity incidents could adversely affect us.”

Cybersecurity Governance

Our Board of Directors, or Board, considers cybersecurity risk as part of its risk oversight function and has delegated to its Audit Committee oversight of cybersecurity and other information technology risks.

Our Audit Committee oversees management’s ongoing activities related to our cybersecurity risk management program.

Our Audit Committee receives periodic reports from management on our cybersecurity risks.

In addition, management updates the Audit Committee, as necessary, regarding cybersecurity incidents.

Our Audit Committee reports to the full Board regarding its activities, including those related to cybersecurity.

The full Board also receives briefings from management on our cybersecurity risk management program.

Board members receive presentations on cybersecurity topics from our Chief Information Officer, or CIO, Chief Information Security Officer, or CISO, and Chief Information Risk Officer, or CIRO, and other security staff as part of the Board’s continuing education on topics that impact the Company.

Our management team, including our CIO, CISO and CIRO, is responsible for assessing and managing our material risks from cybersecurity threats.

The team has primary responsibility for our overall cybersecurity risk management program and

supervises both our internal cybersecurity personnel and our retained external cybersecurity advisors.

Our Information Technology (IT) management team collectively hold over 50 years of strategic IT and global transformational experience, including having held IT advisory roles with top-tier organizations.

Each member of the team has experience operating in complex, international business environments.

The IT management team has demonstrated achievement in Information Security strategy development, risk management and implementation of security and risk management programs that drive awareness, decrease exposure and strengthen organizational IT controls.

Our management team is informed about and monitors the prevention, detection, mitigation, and remediation of key cybersecurity risks and incidents through various means, which may include briefings from internal security personnel, threat intelligence and other information obtained from governmental, public or private sources, including external advisors engaged by us, and alerts and reports produced by security tools deployed in the IT environment.

Notes 2 and [removed: 16] [added: 18] to the consolidated financial statements provide a description of our lease expense, which comprises a significant component of our occupancy and other costs, and our lease commitments.

As of February 1, [removed: 2023,] [added: 2024,] there were [removed: 1,858] [added: 1,788] shareholders of record.

Common stock repurchase activity during the three months ended December 31, [removed: 2022] [added: 2023] was:

| Period | | | | | | Total Number [removed: of Shares] [added: of Shares] Purchased | | | | | | Average Price Paid Per Share | | | | | | Total Number [removed: of Shares Purchased as] [added: of Shares Purchased as] Part of [removed: Publicly Announced Plans or] [added: Publicly Announced Plans or] Programs | | | | | | Maximum [removed: Number of] [added: Number of] Shares that [removed: May Yet] [added: May Yet] Be [removed: Purchased Under] [added: Purchased Under] the [removed: Plans or] [added: Plans or] Programs | | |

During the three months ended December 31, [removed: 2022,] [added: 2023,] we [removed: purchased 1,361,818 shares of common stock in the open market, and] withheld [removed: 75,179] [added: 88,013] shares of common stock from employees to satisfy estimated statutory income tax obligations related to the vesting of restricted stock [removed: awards and stock option exercises.][added: awards.]

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

There were no unregistered sales of equity securities during the three months ended December 31, [removed: 2022.][added: 2023.]

| October 1 - October 31, 2023 | | | | | | 88,013 | | | | | | $74.51 | | | | | | — | | | | | | — | | |

| November 1 - November 30, 2023 | | | | | | — | | | | | | | | | | | | — | | | | | | — | | |

| December 1 - December 31, 2023 | | | | | | — | | | | | | | | | | | | — | | | | | | — | | |

| | | | | | | 88,013 | | | | | | $74.51 | | | | | | — | | | | | | — | | |

| 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 | | | | | | — | | | | | | — | | |

Management, including our CEO and CFO, conducted an evaluation of the effectiveness of our disclosure controls and procedures as of December 31, [removed: 2022.][added: 2023.]

Based on that evaluation, our CEO and CFO concluded that, as of December 31, [removed: 2022,] [added: 2023,] 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: 2022] [added: 2023] 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: 2022.][added: 2023.]

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: 2022,] [added: 2023,] dated February [removed: 8, 2023,] [added: 7, 2024,] which is included on page F-2 of this [removed: 2022] [added: 2023] Form 10-K.

During the fiscal quarter ended December 31, 2023, none of the Company’s directors or officers adopted, modified, or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement, in each case as defined in Item 408 of Regulation S-K.

None.

The information required by this Item will be included in our definitive proxy statement, which is expected to be filed with the SEC within 120 days after December 31, [removed: 2022,] [added: 2023,] in connection with the solicitation of proxies for our [removed: 2023] [added: 2024] annual meeting of shareholders (the [removed: “2023] [added: “2024] Proxy Statement”) and is incorporated herein by reference.

The information required by this Item will be included in the [removed: 2023] [added: 2024] Proxy Statement and is incorporated herein by reference.

The information required by this Item will be included in the [removed: 2023] [added: 2024] Proxy Statement and is incorporated herein by reference.

The information required by this Item will be included in the [removed: 2023] [added: 2024] Proxy Statement and is incorporated herein by reference.

The information required by this Item will be included in the [removed: 2023] [added: 2024] Proxy Statement and is incorporated herein by reference.

| | | | [Management Report on Internal Control Over Financial [removed: Reporting](#ie0c40cd696ab4855be78f5188d7a27a6_112)] [added: Reporting](#ie3aa794e02a942fdadfe96e1bc636e4e_112)] | | | [removed: [F-](#ie0c40cd696ab4855be78f5188d7a27a6_112)[1](#ie0c40cd696ab4855be78f5188d7a27a6_112)] [added: [F-](#ie3aa794e02a942fdadfe96e1bc636e4e_112)[1](#ie3aa794e02a942fdadfe96e1bc636e4e_112)] | | |

| | | | [Report of Independent Registered Public Accounting [removed: Firm](#ie0c40cd696ab4855be78f5188d7a27a6_115)] [added: Firm](#ie3aa794e02a942fdadfe96e1bc636e4e_115)] | | | [removed: [F-](#ie0c40cd696ab4855be78f5188d7a27a6_115)[2](#ie0c40cd696ab4855be78f5188d7a27a6_115)] [added: [F-](#ie3aa794e02a942fdadfe96e1bc636e4e_115)[2](#ie3aa794e02a942fdadfe96e1bc636e4e_115)] | | |

| | | | Consolidated Balance Sheets at December 31, [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] | | | [removed: [F-](#ie0c40cd696ab4855be78f5188d7a27a6_118)[4](#ie0c40cd696ab4855be78f5188d7a27a6_118)] [added: [F-](#ie3aa794e02a942fdadfe96e1bc636e4e_118)[4](#ie3aa794e02a942fdadfe96e1bc636e4e_118)] | | |

| | | | Consolidated Statements of Income for the Three Years Ended December 31, [removed: 2022] [added: 2023] | | | [removed: [F-](#ie0c40cd696ab4855be78f5188d7a27a6_121)[5](#ie0c40cd696ab4855be78f5188d7a27a6_121)] [added: [F-](#ie3aa794e02a942fdadfe96e1bc636e4e_121)[5](#ie3aa794e02a942fdadfe96e1bc636e4e_121)] | | |

| | | | Consolidated Statements of Comprehensive Income for the Three Years Ended December 31, [removed: 2022] [added: 2023] | | | [removed: [F-](#ie0c40cd696ab4855be78f5188d7a27a6_124)[6](#ie0c40cd696ab4855be78f5188d7a27a6_124)] [added: [F-](#ie3aa794e02a942fdadfe96e1bc636e4e_124)[6](#ie3aa794e02a942fdadfe96e1bc636e4e_124)] | | |

| | | | Consolidated Statements of Equity for the Three Years Ended December 31, [removed: 2022] [added: 2023] | | | [removed: [F-](#ie0c40cd696ab4855be78f5188d7a27a6_127)[7](#ie0c40cd696ab4855be78f5188d7a27a6_127)] [added: [F-](#ie3aa794e02a942fdadfe96e1bc636e4e_127)[7](#ie3aa794e02a942fdadfe96e1bc636e4e_127)] | | |

| | | | Consolidated Statements of Cash Flows for the Three Years Ended December 31, [removed: 2022] [added: 2023] | | | [removed: [F-](#ie0c40cd696ab4855be78f5188d7a27a6_130)[8](#ie0c40cd696ab4855be78f5188d7a27a6_130)] [added: [F-](#ie3aa794e02a942fdadfe96e1bc636e4e_130)[8](#ie3aa794e02a942fdadfe96e1bc636e4e_130)] | | |

| | | | [Notes to Consolidated Financial [removed: Statements](#ie0c40cd696ab4855be78f5188d7a27a6_133)] [added: Statements](#ie3aa794e02a942fdadfe96e1bc636e4e_133)] | | | [removed: [F-](#ie0c40cd696ab4855be78f5188d7a27a6_136)[9](#ie0c40cd696ab4855be78f5188d7a27a6_136)] [added: [F-](#ie3aa794e02a942fdadfe96e1bc636e4e_136)[9](#ie3aa794e02a942fdadfe96e1bc636e4e_136)] | | |

| | | | Schedule II - Valuation and Qualifying Accounts for the Three Years Ended December 31, [removed: 2022] [added: 2023] | | | [removed: [S-](#ie0c40cd696ab4855be78f5188d7a27a6_208)[1](#ie0c40cd696ab4855be78f5188d7a27a6_208)] [added: [S-](#ie3aa794e02a942fdadfe96e1bc636e4e_208)[1](#ie3aa794e02a942fdadfe96e1bc636e4e_208)] | | |

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

| 10.1 | | | [removed: [Second] [added: [Third] Amended and Restated Five Year Credit Agreement, dated as of [removed: February 14, 2020,] [added: June 2, 2023,] by and among Omnicom Capital Inc., a Connecticut corporation, Omnicom Finance Limited, a private limited company organized under the laws of England and Wales, Omnicom Group Inc., a New York corporation, any other subsidiary of Omnicom Group Inc. designated for borrowing privileges, the banks, financial institutions and other institutional lenders and initial issuing banks listed on the signature pages thereof, Citibank, N.A., JPMorgan Chase Bank, N.A., and Wells Fargo Securities, LLC, as lead arrangers and book managers, JPMorgan Chase Bank, N.A. and Wells Fargo Bank, National Association, as syndication agents, Bank of America, N.A., BNP Paribas, Barclays Bank PLC, Deutsche Bank Securities Inc. and HSBC Bank USA, National Association, as documentation agents, and Citibank, N.A., as administrative agent for the lenders (Exhibit 10.1 to our Current Report on Form 8-K (File No. 1-10551) [removed: filed on February 19, 2020] [added: dated June 5, 2023] and incorporated herein by [removed: reference).](https://www.sec.gov/Archives/edgar/data/29989/000089109220001829/e8397ex10-1.htm)] [added: reference)](https://www.sec.gov/Archives/edgar/data/29989/000121390023046288/ea179693ex10-1_omnicom.htm).] | | |

| 10.2 | | | [removed: [Amendment No. 1 to the Credit Agreement, dated October 26, 2020, to the Second Amended and Restated Five Year Credit] [added: [Delayed Draw Term Loan] Agreement, dated as of [removed: February 14, 2020, by and] [added: January 3, 2024,] among Omnicom Capital Inc., [removed: Omnicom Finance Limited,] [added: a Connecticut corporation,] Omnicom Group Inc., [removed: any other subsidiary of Omnicom Group Inc. designated for borrowing privileges,] [added: a New York corporation,] the [removed: banks, financial institutions and other institutional] [added: initial] lenders [removed: party thereto,] [added: named therein,] Citibank, N.A., [added: BofA Securities, Inc., Barclays Bank PLC, BNP Paribas Securities Corp., Deutsche Bank Securities Inc., HSBC Securities (USA), Inc.,] JPMorgan Chase Bank, N.A., [added: Mizuho Bank, Ltd., Société Générale, Sumitomo Mitsui Banking Corporation, TD Securities (USA), LLC, U.S. Bank National Association] and Wells Fargo Securities, LLC, as lead arrangers and book managers, [removed: JPMorgan Chase Bank, N.A.] and [removed: Wells Fargo Bank, National Association, as syndication agents, Bank of America, N.A., BNP Paribas, Barclays Bank PLC, Deutsche Bank Securities Inc. and HSBC Bank USA, National Association, as documentation agents, and] Citibank, N.A., as administrative agent for the lenders (Exhibit 10.1 to our [removed: Quarterly] [added: Current] Report on Form [removed: 10-Q] [added: 8-K] (File No. 1-10551) [removed: for the quarter ended September 30, 2020] [added: dated January 5, 2024] and incorporated herein by [removed: reference](http://www.sec.gov/Archives/edgar/data/29989/000002998920000016/a2020q3exhibit101.htm)).] [added: reference).](https://www.sec.gov/Archives/edgar/data/29989/000121390024001540/ea191191ex10-1_omnicom.htm)] | | |

| [removed: 10.6] [added: 10.10] | | | [removed: [Senior Management Incentive] [added: [Restricted Stock Unit Deferred Compensation] Plan [removed: as amended and restated on December 4, 2008] (Exhibit [removed: 10.9] [added: 10.16] to our Annual Report on Form 10-K (File No. 1-10551) for the year ended December 31, 2008 [removed: (“2008 10-K”)] [added: (the](http://www.sec.gov/Archives/edgar/data/29989/000089109209000891/e34339ex10_16.htm) [“](http://www.sec.gov/Archives/edgar/data/29989/000002998920000007/a2020q1exhibit101.htm)[2008 10-K](http://www.sec.gov/Archives/edgar/data/29989/000089109209000891/e34339ex10_16.htm)[”](http://www.sec.gov/Archives/edgar/data/29989/000002998920000007/a2020q1exhibit101.htm)[)] and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/29989/000089109209000891/e34339ex10_9.htm)] [added: reference).](http://www.sec.gov/Archives/edgar/data/29989/000089109209000891/e34339ex10_16.htm)] | | |

| [removed: 10.9] [added: 10.18] | | | [Omnicom Group Inc. [removed: Amended and Restated 2007] [added: 2013] Incentive Award Plan (Appendix A to our Proxy Statement (File No. 1-10551) filed on April [removed: 15, 2010] [added: 11, 2013] and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/29989/000089109210001523/e38424def14a.htm)] [added: reference).](http://www.sec.gov/Archives/edgar/data/29989/000089109213003247/e53014def14a.htm)] | | |

| [removed: 10.10] [added: 10.9] | | | [Form of Indemnification Agreement (Exhibit 10.1 to our Quarterly Report on Form 10-Q (File No. 1-10551) for the quarter ended June 30, 2007 and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/29989/000089109207003076/e27994_ex10-1.htm) | | |

| 10.11 | | | [Restricted Stock [removed: Unit] Deferred Compensation Plan (Exhibit [removed: 10.16] [added: 10.17] to the 2008 10-K and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/29989/000089109209000891/e34339ex10_16.htm)] [added: reference).](http://www.sec.gov/Archives/edgar/data/29989/000089109209000891/e34339ex10_17.htm)] | | |

| 10.12 | | | [removed: [Restricted] [added: [Amendment No. 1 to the Restricted] Stock Deferred Compensation Plan (Exhibit [removed: 10.17] [added: 10.18] to the 2008 10-K and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/29989/000089109209000891/e34339ex10_17.htm)] [added: reference).](http://www.sec.gov/Archives/edgar/data/29989/000089109209000891/e34339ex10_18.htm)] | | |

| 10.13 | | | [Amendment No. [removed: 1] [added: 2] to the Restricted Stock Deferred Compensation Plan (Exhibit [removed: 10.18] [added: 10.19] to the 2008 10-K and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/29989/000089109209000891/e34339ex10_18.htm)] [added: reference).](http://www.sec.gov/Archives/edgar/data/29989/000089109209000891/e34339ex10_19.htm)] | | |

| [removed: 10.14] [added: 10.19] | | | [removed: [Amendment No. 2 to the Restricted Stock Deferred] [added: [Director] Compensation [removed: Plan] [added: and Deferred Stock Program] (Exhibit 10.19 to [removed: the 2008] [added: our Annual Report on Form] 10-K [added: (File No. 1-10551) for the year ended December 31, 2016] and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/29989/000089109209000891/e34339ex10_19.htm)] [added: reference).](http://www.sec.gov/Archives/edgar/data/29989/000002998917000004/a201610-kexhibit1019.htm)] | | |

| [removed: 10.15] [added: 10.14] | | | [Form of Grant Notice and Option Agreement (Exhibit 10.20 to our Annual Report on Form 10-K (File No. 1-10551) for the year ended December 31, 2010 (“2010 10-K”) and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/29989/000089109211001226/e41307ex10_20.htm) | | |

| [removed: 10.16] [added: 10.15] | | | [Form of Grant Notice and Restricted Stock Agreement (Exhibit 10.21 to 2010 10-K and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/29989/000089109211001226/e41307ex10_21.htm) | | |

| [removed: 10.17] [added: 10.16] | | | [Form of Grant Notice and Restricted Stock Unit Agreement (Exhibit 10.22 to 2010 10-K and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/29989/000089109211001226/e41307ex10_22.htm) | | |

| [removed: 10.18] [added: 10.17] | | | [Form of Grant Notice and Performance Restricted Stock Unit Agreement (Exhibit 10.1 to our Quarterly Report on Form 10-Q (File No. 1-10551) for the quarter ended June 30, 2011 and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/29989/000089109211004664/e44413ex10-1.htm) | | |

| [removed: 10.19] [added: 10.20] | | | [Omnicom Group Inc. [removed: 2013] [added: 2021] Incentive Award Plan [removed: (Appendix A] [added: (incorporated by reference] to our [added: Definitive] Proxy Statement [removed: (File No. 1-10551)] [added: on Schedule 14A,] filed on [removed: April 11, 2013 and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/29989/000089109213003247/e53014def14a.htm)] [added: March 25, 2021).](https://www.sec.gov/Archives/edgar/data/29989/000120677421000823/omc3858241-def14a.htm)] | | |

| [removed: 10.22] [added: 10.21] | | | [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 (“June 30, 2021 10-Q”) and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/29989/000002998921000016/a2021q22021exhibit102.htm) | | |

| [removed: 10.23] [added: 10.22] | | | [2021 Incentive Award Plan Option Agreement - Form of Grant Notice and Agreement (Exhibit 10.3 to June 30, 2021 10-Q and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/29989/000002998921000016/a2021q22021exhibit103.htm) | | |

| [removed: 10.24] [added: 10.23] | | | [Employment Agreement dated as of July 21, 2021 by and between Omnicom Management Inc. and John D. Wren (Exhibit 10.1 to our Current Report on Form 8-K (File No. 1-10551) filed on July 23, 2021 and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/29989/000089109221005635/e14017ex10-1.htm) | | |

| 21 | | | [Subsidiaries of the [removed: Registrant.](https://www.sec.gov/Archives/edgar/data/29989/000002998923000005/a2022q4exhibit21.htm)] [added: Registrant.](https://www.sec.gov/Archives/edgar/data/29989/000002998924000007/a2023q4exhibit21.htm)] | | |

| 23 | | | [Consent of KPMG [removed: LLP.](https://www.sec.gov/Archives/edgar/data/29989/000002998923000005/a2022q4exhibit23.htm)] [added: LLP.](https://www.sec.gov/Archives/edgar/data/29989/000002998924000007/a2023q4exhibit23.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/29989/000002998923000005/a2022q4exhibit311.htm)] [added: amended.](https://www.sec.gov/Archives/edgar/data/29989/000002998924000007/a2023q4exhibit311.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/29989/000002998923000005/a2022q4exhibit312.htm)] [added: amended.](https://www.sec.gov/Archives/edgar/data/29989/000002998924000007/a2023q4exhibit312.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/29989/000002998923000005/a2022q4exhibit32.htm)] [added: 1350.](https://www.sec.gov/Archives/edgar/data/29989/000002998924000007/a2023q4exhibit32.htm)] | | |

| 10.6 | | | [Senior Management Incentive Plan as amended and restated on December 12, 2023.](https://www.sec.gov/Archives/edgar/data/29989/000002998924000007/a2023q4exhibit106.htm) | | |

| 10.24 | | | [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) | | |

| 97 | | | [Omnicom Group Inc. Clawback Policy](https://www.sec.gov/Archives/edgar/data/29989/000002998924000007/a2023q4exhibit97.htm) | | |

| 10.20 | | | [Director Compensation and Deferred Stock Program (Exhibit 10.19 to our Annual Report on Form 10-K (File No. 1-10551) for the year ended December 31, 2016 and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/29989/000002998917000004/a201610-kexhibit1019.htm) | | |

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

| February [removed: 8, 2023] [added: 7, 2024] | | | BY: | | | /s/ PHILIP J. ANGELASTRO | | |

| /s/ JOHN D. WREN | | | Chairman and Chief Executive Officer and Director (Principal Executive Officer) | | | February [removed: 8, 2023] [added: 7, 2024] | | |

| /s/ PHILIP J. ANGELASTRO | | | Executive Vice President and Chief Financial Officer (Principal Financial Officer) | | | February [removed: 8, 2023] [added: 7, 2024] | | |

| /s/ ANDREW L. CASTELLANETA | | | Senior Vice President, Chief Accounting Officer (Principal Accounting Officer) | | | February [removed: 8, 2023] [added: 7, 2024] | | |

| /s/ MARY C. CHOKSI | | | Director | | | February [removed: 8, 2023] [added: 7, 2024] | | |

| /s/ LEONARD S. COLEMAN, JR. | | | Director | | | February [removed: 8, 2023] [added: 7, 2024] | | |

| /s/ [removed: Mark] [added: MARK] D. [removed: Gerstein] [added: GERSTEIN] | | | Director | | | February [removed: 8, 2023] [added: 7, 2024] | | |

| /s/ RONNIE S. HAWKINS | | | Director | | | February [removed: 8, 2023] [added: 7, 2024] | | |

| /s/ DEBORAH J. KISSIRE | | | Director | | | February [removed: 8, 2023] [added: 7, 2024] | | |

| /s/ GRACIA C. MARTORE | | | Director | | | February [removed: 8, 2023] [added: 7, 2024] | | |

| /s/ [removed: Patricia Salas Pineda] [added: PATRICIA SALAS PINEDA] | | | Director | | | February [removed: 8, 2023] [added: 7, 2024] | | |

| /s/ LINDA JOHNSON RICE | | | Director | | | February [removed: 8, 2023] [added: 7, 2024] | | |

| /s/ VALERIE M. WILLIAMS | | | Director | | | February [removed: 8, 2023] [added: 7, 2024] | | |

Based on that evaluation, our CEO and CFO concluded that our internal control over financial reporting was effective as of December 31, [removed: 2022.][added: 2023.]

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: 2022,] [added: 2023,] dated February [removed: 8, 2023.][added: 7, 2024.]

The Board of Directors of Omnicom has an Audit Committee comprised of [removed: four] [added: five] independent directors.

We have audited the accompanying consolidated balance sheets of Omnicom Group Inc. and subsidiaries (the Company) as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] 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: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] 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: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, [removed: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] 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 networks, practice areas and agencies, which operate in all major markets throughout the Americas, EMEA and [removed: Asia Pacific] [added: Asia-Pacific] regions.

Consolidated revenues across all disciplines and geographic markets was [removed: $14,289.1] [added: $14,692.2] million for the year-ended December 31, [removed: 2022.][added: 2023.]

| | | | [added: 2023 | | | | | |] 2022 | | | | | | 2021 | | |

| Cash and cash equivalents | | | [removed: $] [added: $] | [removed: 4,281.8] [added: 4,432.0] | | | | | $ | [removed: 5,316.8] [added: 4,281.8] | |

| Short-term investments | | | [removed: 60.7] [added: —] | | | | | | [removed: —] [added: 60.7] | | |

| Accounts receivable, net of allowance for doubtful accounts of [removed: $24.7] [added: $17.2] and [removed: $21.7] [added: $24.7] | | | [removed: 8,097.1] [added: 8,659.8] | | | | | | [removed: 8,472.5] [added: 8,097.1] | | |

| Work in process | | | [removed: 1,254.6] [added: 1,342.5] | | | | | | [removed: 1,201.0] [added: 1,254.6] | | |

| Other current assets | | | [removed: 918.8] [added: 949.9] | | | | | | [removed: 919.2] [added: 918.8] | | |

| Total Current Assets | | | [removed: 14,613.0] [added: 15,384.2] | | | | | | [removed: 15,909.5] [added: 14,613.0] | | |

| Property and Equipment at cost, less accumulated depreciation of [removed: $1,167.5] [added: $1,150.4] and [removed: $1,165.7] [added: $1,167.5] | | | [removed: 900.1] [added: 874.9] | | | | | | [removed: 992.1] [added: 900.1] | | |

| Operating Lease Right-Of-Use Assets | | | [removed: 1,165.0] [added: 1,046.4] | | | | | | [removed: 1,202.9] [added: 1,165.0] | | |

| Equity Method Investments | | | [removed: 66.2] [added: 66.4] | | | | | | [removed: 76.3] [added: 66.2] | | |

| Goodwill | | | [removed: 9,734.3] [added: 10,082.3] | | | | | | [removed: 9,738.6] [added: 9,734.3] | | |

| Intangible Assets, net of accumulated amortization of [removed: $819.9] [added: $863.6] and [removed: $856.5] [added: $819.9] | | | [removed: 313.4] [added: 366.9] | | | | | | [removed: 298.0] [added: 313.4] | | |

| Other Assets | | | [removed: 210.5] [added: 223.5] | | | | | | [removed: 204.4] [added: 210.5] | | |

| [removed: TOTAL ASSETS] [added: TOTAL ASSETS] | | | [removed: $] [added: $] | [removed: 27,002.5] [added: 28,044.6] | | | | | $ | [removed: 28,421.8] [added: 27,002.5] | |

| Accounts payable | | | [removed: $] [added: $] | [removed: 11,000.2] [added: 11,634.0] | | | | | $ | [removed: 11,897.2] [added: 11,000.2] | |

| Customer advances | | | [removed: 1,492.3] [added: 1,356.2] | | | | | | [removed: 1,644.5] [added: 1,492.3] | | |

| Short-term debt | | | [removed: 16.9] [added: 10.9] | | | | | | [removed: 9.6] [added: 16.9] | | |

| Taxes payable | | | [removed: 300.0] [added: 351.6] | | | | | | [removed: 263.3] [added: 300.0] | | |

| /s/ CASSANDRA SANTOS | | | Director | | | February 7, 2024 | | |

| Cassandra Santos | | | | | | | | |

February 7, 2024

| Current portion of debt | | | 750.5 | | | | | | — | | |

| Real estate and other repositioning costs | | | 191.5 | | | | | | — | | | | | | — | | |

| Total Operating Expenses | | | 12,587.5 | | | | | | 12,205.8 | | | | | | 12,091.5 | | |

| Cash flow hedge, net of tax | | | 4.0 | | | | | | 4.0 | | | | | | 4.0 | | |

| Defined benefit plans and postemployment arrangements, net of tax | | | (1.4) | | | | | | 49.1 | | | | | | 32.8 | | |

| Net income | | | $ | 1,473.2 | | | | | $ | 1,403.8 | | | | | $ | 1,507.6 | |

| Real estate and other repositioning costs | | | 191.5 | | | | | | — | | | | | | — | | |

| Gain on disposition of subsidiary | | | (78.8) | | | | | | — | | | | | | (50.5) | | |

| Maturity (purchase) of short-term investments | | | 60.8 | | | | | | (61.4) | | | | | | — | | |

| Proceeds from disposition of subsidiaries and other | | | 190.0 | | | | | | 35.5 | | | | | | 116.6 | | |

(Dollars in tables in millions, except per share amounts.)

Global economic challenges, including geopolitical events, international hostilities, acts of terrorism, public health crises, high and sustained inflation in countries that comprise our major markets, high interest rates, and labor and supply chain issues could cause economic uncertainty and volatility.

(Dollars in tables in millions, except per share amounts.)

measure resulting in a straight-line revenue recognition.

Third-party service costs include vendor costs when we act as principal in providing services to our clients.

Third-party incidental costs, primarily consist of client-related travel and incidental out-of-pocket costs, which we bill back to the client directly at our cost and which we are required to include in revenue.

SG&A expenses primarily consist of third-party marketing costs, professional fees and

(Dollars in tables in millions, except per share amounts.)

(Dollars in tables in millions, except per share amounts.)

In 2023, to better align with our internal financial processes, the date of our annual impairment test was changed from June 30 to May 1.

In addition, the agencies within our regional reporting units have similar economic characteristics, and the employees share similar skill sets.

The market assumptions used in our assessment reflected the current economic environment (see Note 1 - *Risks and Uncertainties*).

The excise tax on net stock repurchases is recorded as a cost of acquiring treasury stock.

(Dollars in tables in millions, except per share amounts.)

The lease liability is initially measured as the present value of

(Dollars in tables in millions, except per share amounts.)

(Dollars in tables in millions, except per share amounts.)

| Advertising & Media | | | $ | 7,891.2 | | | | | $ | 7,433.9 | | | | | $ | 7,966.2 | |

| Precision Marketing | | | 1,473.5 | | | | | | 1,426.6 | | | | | | 1,205.2 | | |

| Commerce & Branding | | | 853.7 | | | | | | 848.1 | | | | | | 802.2 | | |

| Experiential | | | 651.4 | | | | | | 635.6 | | | | | | 536.0 | | |

| Execution & Support | | | 880.8 | | | | | | 1,069.9 | | | | | | 1,115.9 | | |

| Public Relations | | | 1,578.9 | | | | | | 1,552.7 | | | | | | 1,398.2 | | |

| Healthcare | | | 1,362.7 | | | | | | 1,322.3 | | | | | | 1,265.7 | | |

Effective January 1, 2023, we realigned the classification of certain services, primarily within our Commerce & Branding, Execution & Support and Experiential disciplines and prior year amounts have been reclassified.

Revenue by geographic market:

| Revenue | | | $ | 14,692.2 | | | | | $ | 14,289.1 | | | | | $ | 14,289.4 | |

February 8, 2023

OMNICOM GROUP INC. AND SUBSIDIARIES

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

| | | | 12,205.8 | | | | | | 12,091.5 | | | | | | 11,572.3 | | |

| | | | 4.0 | | | | | | 4.0 | | | | | | 3.9 | | |

| | | | 49.1 | | | | | | 32.8 | | | | | | (11.1) | | |

| Proceeds from disposition of subsidiaries | | | — | | | | | | 114.1 | | | | | | 3.2 | | |

| Proceeds (purchases) from sale of investments and other | | | (25.9) | | | | | | 2.5 | | | | | | 3.2 | | |

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.

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.

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.

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

Media and production costs are billed during the production process in accordance with the terms of the client contract.

Substantially all unbilled fees and costs will be billed within the next 30 days.

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

Translation

and liabilities, taking into account the actual credit risk of the counterparty when valuing assets measured at fair value and credit risk adjustments applied to reflect our credit risk when valuing liabilities measured at fair value.

| Advertising & Media | | | $ | 7,424.7 | | | | | $ | 7,959.3 | | | | | $ | 7,511.4 | |

| Precision Marketing | | | 1,417.9 | | | | | | 1,194.8 | | | | | | 944.6 | | |

| Commerce & Brand Consulting | | | 958.4 | | | | | | 910.7 | | | | | | 821.8 | | |

| Experiential | | | 645.5 | | | | | | 545.9 | | | | | | 426.8 | | |

| Execution & Support | | | 980.0 | | | | | | 1,026.6 | | | | | | 961.3 | | |

| Public Relations | | | 1,545.8 | | | | | | 1,391.7 | | | | | | 1,310.9 | | |

| Healthcare | | | 1,316.8 | | | | | | 1,260.4 | | | | | | 1,194.3 | | |

Revenue in our geographic markets was (in millions):