Omnicom Group Annual Report 2023

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FY2023 Annual Report · Omnicom Group

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Omnicom

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A N N U A L R E P O R T

2023

Omnicom

A N N U A L R E P O R T

2023

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K
 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2023

Commission File Number: 1-10551

OMNICOM GROUP INC.

(Exact name of registrant as specified in its charter)

New York
(State or other jurisdiction of
incorporation or organization)

280 Park Avenue, New York, NY
(Address of principal executive offices)

13-1514814
(I.R.S. Employer Identification No.)

10017
(Zip Code)

Registrant’s telephone number, including area code: (212) 415-3600

Securities Registered Pursuant to Section 12(b) of the Act:

Title of each class
Common Stock, $0.15 Par Value
0.800% Senior Notes due 2027
1.400% Senior Notes due 2031
2.250% Senior Notes due 2033

Trading Symbols
OMC
OMC/27
OMC/31
OMC/33
Securities Registered Pursuant to Section 12(g) of the Act: None

Name of each exchange on which registered
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes  No 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes  No 

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 reports), and
(2) has been subject to such filing requirements for the past 90 days. Yes  No 

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 (§ 232.405 of the chapter) during the preceding 12 months (or for such shorter period that the registrant was
required to submit such files). Yes  No 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company”
and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Smaller reporting company





Accelerated filer



Non-accelerated filer

Emerging growth company



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

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of
its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public
accounting firm that prepared or issued its audit report. 

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). 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes  No 

The aggregate market value of the voting and non-voting common stock held by non-affiliates as of June 30, 2023 was $18,548,799,047. As
of February 1, 2024, there were 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 7,
2024 are incorporated by reference into Part III of this report to the extent described herein.

OMNICOM GROUP INC.
ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2023

TABLE OF CONTENTS

Business

Item 1.
Item 1A. Risk Factors
Item 1B. Unresolved Staff Comments
Item 1C. Cybersecurity
Item 2.
Item 3.
Item 4. Mine Safety Disclosures

Properties
Legal Proceedings

PART I

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity

Securities

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Item 8.
Item 9.
Item 9A. Controls and Procedures
Item 9B. Other Information
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Financial Statements and Supplementary Data
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

PART III
Item 10. Directors, Executive Officers and Corporate Governance
Item 11. Executive Compensation
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Item 13. Certain Relationships and Related Transactions, and Director Independence
Item 14. Principal Accountant Fees and Services

PART IV

Item 15. Exhibit and Financial Statement Schedules
Item 16. Form 10-K Summary
Signatures

Management Report on Internal Control Over Financial Reporting
Report of Independent Registered Public Accounting Firm
Consolidated Financial Statements
Notes to Consolidated Financial Statements
Schedule II - Valuation and Qualifying Accounts

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FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains forward-looking statements, including statements within the meaning of

the Private Securities Litigation Reform Act of 1995. In addition, from time to time, the Company or its representatives
have made, or may make, forward-looking statements, orally or in writing. These statements may discuss goals, intentions
and expectations as to future plans, trends, events, results of operations or financial position, or otherwise, based on current
beliefs of the Company’s management as well as assumptions made by, and information currently available to, the Company’s
management. Forward-looking statements may be accompanied by words such as “aim,” “anticipate,” “believe,” “plan,”
“could,” “should,” “would,” “estimate,” “expect,” “forecast,” “future,” “guidance,” “intend,” “may,” “will,” “possible,” “potential,”
“predict,” “project” or similar words, phrases or expressions. These forward-looking statements are subject to various risks
and uncertainties, many of which are outside the Company’s control. Therefore, you should not place undue reliance on such
statements. 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.

The foregoing list of factors is not exhaustive. 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 report and in other
documents filed from time to time with the Securities and Exchange Commission. Except as required under applicable law, the
Company does not assume any obligation to update these forward-looking statements.

Introduction

PART I

This report is our 2023 annual report to shareholders and our 2023 Annual Report on Form 10-K, or 2023 Form 10-K.

Omnicom Group Inc., a New York corporation formed in 1986, through its branded networks, practice areas, and

agencies provides advertising, marketing and corporate communications services to over 5,000 clients in more than
70 countries. The terms “Omnicom,” “the Company,” “we,” “our” and “us” each refer to Omnicom Group Inc. and its
subsidiaries unless the context indicates otherwise.

Item 1. Business

Our Business

Omnicom is a strategic holding company providing advertising, marketing and corporate communications services

to many of the largest global companies. Our portfolio of companies includes our global networks, BBDO, DDB, TBWA,
Omnicom Media Group, the DAS Group of Companies, and the Communications Consultancy Network. All of our global
networks integrate their service offerings with the Omnicom branded practice areas, including Omnicom Health Group,
Omnicom Precision Marketing Group, Omnicom Commerce Group, Omnicom Advertising Collective, Omnicom Public
Relations Group, and Omnicom Brand Consulting Group, as well as our Experiential businesses and Execution & Support
businesses, which includes Omnicom Specialty Marketing Group.

We operate in a highly competitive industry and compete against other global, national and regional advertising and
marketing services companies, as well as technology, social media and professional services companies. The proliferation
of media channels, including the rapid development and integration of interactive technologies and media, has fragmented
consumer audiences targeted by our clients. These developments make it more complex for marketers to reach their target
audiences in a cost-effective way, causing them to turn to global service providers such as Omnicom for a customized mix of
advertising and marketing services designed to optimize their total marketing expenditure.

On a global, pan-regional, and local basis, our networks, practice areas, and agencies provide a comprehensive range
of services in the following fundamental disciplines: Advertising & Media, Precision Marketing, Commerce & Branding,
Experiential, Execution & Support, Public Relations, and Healthcare. Advertising & Media includes creative services across
digital and traditional media, strategic media planning and buying, performance media, and data analytics services. Precision
Marketing includes digital and direct marketing, digital transformation consulting and data and analytics. Commerce &
Branding services include brand and product consulting, strategy and research, retail, and e-commerce. Experiential marketing
services include live and digital events and experience design and execution. Execution & Support includes field marketing,
digital and physical merchandising, point-of-sale, product placement, as well as other specialized marketing and custom
communications services. Public Relations services include corporate communications, crisis management, public affairs,
and media and media relations services. Healthcare includes corporate communications and advertising and media services to
global healthcare and pharmaceutical companies. As a leading global advertising, marketing and corporate communications
company, we operate in all major markets and have a large client base. Our geographic markets include the Americas, which
includes North America and Latin America, Europe, the Middle East and Africa (EMEA), and Asia-Pacific.

Our business model was built and continues to evolve around our clients. While our networks, practice areas and agencies

operate under different names and frame their ideas in different disciplines, we organize our services around our clients. Our
fundamental business principle is that our clients’ specific marketing requirements are the central focus of how we structure our
service offerings and allocate our resources. This client-centric business model requires that multiple agencies within Omnicom
collaborate in formal and informal virtual client networks utilizing our key client matrix organization structure. This collaboration
allows us to cut across our internal organizational structures to execute our clients’ marketing requirements in a consistent and
comprehensive manner. We use our client-centric approach to grow our business by expanding our service offerings to existing
clients, moving into new markets and obtaining new clients. In addition, we pursue selective acquisitions of complementary
companies with strong entrepreneurial management teams that currently serve or could serve our existing clients. In addition to
collaborating through our client service models, our 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 agencies, practice areas and networks to share when developing client service strategies across our virtual networks. These
platforms provide precision marketing and insights at scale across creative, media and other disciplines.

We believe generative AI will have a significant effect on how we provide services to our clients and how we enhance

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.

Driven by our clients’ continuous demand for more effective and efficient marketing activities, we strive to provide an

extensive range of advertising, marketing and corporate communications services through various client-centric networks that
are organized to meet specific client objectives.

Our service offerings include:

advertising
branding
content marketing
corporate social responsibility consulting
crisis communications
custom publishing
data analytics
database management
digital/direct marketing and post-production services
digital transformation consulting
entertainment marketing
experiential marketing
field marketing
financial/corporate business-to-business advertising
graphic arts/digital imaging
healthcare marketing and communications
instore design
interactive marketing
investor relations

marketing research
media planning and buying
retail media planning and buying
merchandising and point of sale
mobile marketing
multi-cultural marketing
non-profit marketing
organizational communications
package design
product placement
promotional marketing
public affairs
public relations
retail marketing
retail media and e-commerce
search engine marketing
shopper marketing
social media marketing
sports and event marketing

Certain business trends have impacted our business and industry. These trends include clients increasingly expanding
the focus of their brand strategies from national markets to pan-regional and global markets and integrating traditional and
non-traditional marketing channels, as well as utilizing new communications technologies and emerging digital platforms. As
clients increase their demands for marketing effectiveness and efficiency, they tend to continue to consolidate their business
within one or a small number of service providers in the pursuit of a single engagement covering all consumer touch points.
We have structured our business around these trends. We believe that our key client matrix organization structure approach to
collaboration and integration of our services and solutions have provided a competitive advantage to our business in the past
and we expect this to continue over the medium and long term. Our key client matrix organization structure facilitates superior
client management and allows for greater integration across our service platforms. Our overarching strategy is to continue to
use our virtual client networks to grow our business relationships with our largest clients by serving them across our networks,
disciplines and geographies.

We continually evaluate our portfolio of businesses to identify areas for investment and acquisition opportunities, as well as
to identify non-strategic or underperforming businesses for disposition. 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 Notes 5, 14 and 15 to the consolidated financial statements. In each of the three years ended December 31,
2023, none of our acquisitions or dispositions, individually or in the aggregate, were material to our results of operations or
financial position.

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.

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, 2023, are discussed in the MD&A.

Our Clients

Our clients operate in virtually every sector of the global economy. In many cases, multiple agencies, practice areas or
networks serve different brands, product groups or both within the same client. For example, in 2023, our largest client represented
3.0% of revenue and was served by approximately 150 of our agencies. Our 100 largest clients, many of which represent the
largest global companies, represented approximately 55% of revenue and were each served, on average, by approximately 55 of
our agencies. Although we have a large and diverse client base, we are not immune to general economic downturns.

Government Regulations

We are subject to various local, state and federal laws and regulations in the countries in which we conduct business.

Compliance with these laws and regulations in the normal course of business did not have a material effect on our business,
results of operations or financial position. Additional information regarding the impact of government regulations on our
business is included in Item 1A. Risk Factors - Legal and Regulatory Risks.

Human Capital Resources and Environmental Sustainability Initiatives

Our employees are our most important assets. We believe a critical component of our success depends on the ability to

attract, develop and retain key personnel. The skill sets of our workforce across our agencies and within each discipline 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 digital platforms. Recognizing the importance of this core competency, we support and develop our
employees through training and development programs that build and strengthen employees’ leadership and professional skills.

Human capital management strategies are developed collectively by senior management, including the management
teams of our networks, practice areas, and agencies, and are overseen by our Board of Directors. We are committed to efforts
that ensure that the workplace is equitable, ethical, fosters an inclusive work environment across our global workforce and
respects human rights. 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 foster the achievement of systemic equity
throughout our organization.

At December 31, 2023, we employed approximately 75,900 people worldwide, including 31,200 people in the Americas,

27,400 people in EMEA, and 17,300 people in Asia-Pacific. The United States is our largest employee base, where we
employed approximately 24,700 people. None of our regular employees in the United States are represented by a labor union.
In certain countries outside the United States, primarily in Europe, some employees are represented by work councils. See the
MD&A for a discussion of the effect of salary and related costs on our results of operations.

Our environmental sustainability initiatives focus on emissions reductions through efficiency of office space, energy
usage, travel and vendor engagement. In connection with our environmental sustainability efforts, we are a signatory to the
UN Global Compact, a principle-based framework to encourage businesses and firms worldwide to adopt sustainable and
socially responsible policies. We support the UN Sustainable Development Goals, a collection of global goals designed to
be a blueprint to achieve a better, more inclusive and sustainable future. Our emissions reductions strategy, in line with the
1.5 degree Celsius climate scenario, was submitted to and approved by the Science Based Target initiative (SBTi), which
publicly audits companies on their emissions reduction efforts.

Information About Our Executive Officers

At February 1, 2024, our executive officers were:

Name

John D. Wren
Daryl Simm
Philip J. Angelastro
Andrew L. Castellaneta
Louis F. Januzzi
Rochelle M. Tarlowe
Jonathan B. Nelson

Position

Chairman of the Board and Chief Executive Officer
President and Chief Operating Officer
Executive Vice President and Chief Financial Officer
Senior Vice President, Chief Accounting Officer
Senior Vice President, General Counsel and Secretary
Senior Vice President and Treasurer
CEO, Omnicom Digital

Age
71
62
59
65
50
53
56

Mr. Simm was named President and Chief Operating Officer in November 2021 and previously served as Chief Executive

Officer of Omnicom Media Group for more than 20 years. Mr. Januzzi was named Senior Vice President, General Counsel
and Secretary in December 2022 and previously served as Senior Vice President & Deputy General Counsel - Corporate from

May 2021 to December 2022 and as Associate General Counsel - Corporate Development & Finance from March 2016 to
May 2021. Ms. Tarlowe was named Senior Vice President and Treasurer in May 2019 and previously served as Senior Vice
President and Treasurer of Avis Budget Group from 2007 until April 2019. All other executive officers have held their present
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 2024.

Available Information

We file annual, quarterly and current reports and any amendments to those reports, proxy statements and
other information with the SEC. Documents we file with the SEC are available free of charge on our website at
http://investor.omnicomgroup.com, as soon as reasonably practicable after such material is filed with the SEC. Any document
we file with the SEC is available on the SEC’s website at www.sec.gov. The information included on or available through our
website is not part of this or any other report we file with the SEC.

Item 1A. Risk Factors

Economic Risks

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

Macroeconomic conditions have a direct impact on our business, results of operations and financial position. Adverse
economic conditions, including high and sustained inflation, rising interest rates, supply chain issues affecting the distribution
of our clients’ products, or a disruption in the credit markets, pose a risk that clients may reduce, postpone or cancel spending
on advertising, marketing and corporate communications projects. Such actions would reduce the demand for our services
and could result in a reduction in our revenue, which would adversely affect our business, results of operations and financial
position. A contraction or disruption in the credit markets may make it more difficult for us to meet our working capital
requirements or refinance maturing debt, or negatively impact our clients’ liquidity that could cause them to delay payment or
take other actions that would negatively affect our working capital. In such circumstances, we may need to obtain additional
financing to fund our day-to-day working capital requirements, which may not be available on favorable terms, or at all. Even
if we take action to respond to adverse economic conditions, reductions in revenue and disruptions in the credit markets by
aligning our cost structure and more efficiently managing our working capital, such actions may not be effective.

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

Our principal operating expenses are salary and service costs and occupancy and related costs. Inflationary pressures
typically result in increases to our operating expenses. In cases of sustained inflation across several of our major markets,
it may become increasingly difficult to effectively control increases to our costs. In addition, the effects of inflation
on consumers budgets could result in the reduction of our clients’ spending plans on the advertising, marketing and
communication services we provide. If we are unable to increase our fees or take other actions to mitigate the effect of the
resulting higher costs, our business, results of operations and financial position could be negatively impacted.

In an economic downturn, the risk of a material loss related to media purchases and production costs incurred on behalf of our
clients could significantly increase, and methods for managing or mitigating such risk may be less available or unavailable.

In the normal course of business, our agencies enter into contractual commitments with media providers and production
companies on behalf of our clients at levels that can substantially exceed the revenue from our services. These commitments
are included in accounts payable when the services are delivered by the media providers or production companies. If permitted
by local law and the client agreement, many of our agencies purchase media and production services for our clients as an
agent for a disclosed principal. In addition, while operating practices vary by country, media type and media vendor, in the
United States and certain foreign markets, many of our agencies’ contracts with media and production providers specify that
our agencies are not liable to the media and production providers under the theory of sequential liability until and to the extent
we have been paid by our client for the media or production services.

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

While we use various methods 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, these may be
insufficient, less available, or unavailable during a severe economic downturn.

Geopolitical events, international hostilities or acts of terrorism could have a material adverse effect on our business,
results of operations and financial position.

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. This could result in suspension of our, or our clients’ businesses in the affected region,
which could impact client spending on our services. These actions could have a significant and adverse impact our business,
results of operations and financial position in the future. For example, as a result of the war in Ukraine, in the first quarter of
2022, we suspended our business operations in Ukraine and disposed of all our businesses in Russia. In addition, economic
sanctions were imposed on Russia by the United States, United Kingdom, and the European Union. The war in Ukraine is
ongoing, and its duration is uncertain. We cannot predict the impact of the war in Ukraine or other international hostilities on
our businesses and operations.

Global public health crises or pandemics, such as the COVID-19 pandemic, or other similar health crises could adversely
impact our business, results of operations and financial position.

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 operations and quarantine and stay-at-home orders arising from the occurrence of
a pandemic, or similar global public health crises. The extent of the impact on our business will depend on numerous factors
that we are not able to accurately predict, including the geographic regions that may be affected.

Business and Operational Risks

Clients periodically review and change their advertising, marketing and corporate communications requirements and
relationships. If we are unable to remain competitive or retain key clients, our business, results of operations and financial
position may be adversely affected.

We operate in a highly competitive industry. Key competitive considerations for retaining existing clients and winning
new clients include our ability to develop solutions that meet client needs in a rapidly changing environment, the quality and
effectiveness of our services and our ability to serve clients efficiently, particularly large multinational clients, on a broad
geographic basis. From time to time, clients may put their advertising, marketing and corporate communications business up
for competitive review. We have won and lost accounts as a result of these reviews. To the extent that we are not able to remain
competitive or retain key clients, our revenue may be adversely affected, which could have a material adverse effect on our
business, results of operations and financial position.

Acquiring new clients and retaining existing clients depends on our ability to avoid and manage conflicts of interest arising
from other client relationships, retaining key personnel and maintaining a highly skilled workforce.

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 our other client relationships. If we are unable to maintain multiple
agencies to manage multiple client relationships and avoid potential conflicts of interests, our business, results of operations
and financial position may be adversely affected.

As a service business, our ability to attract and retain key personnel is an important aspect of our competitiveness. If we

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

The loss of several of our largest clients could have a material adverse effect on our business, results of operations and
financial position.

In 2023, our 100 largest clients represented approximately 55% of our revenue. Clients generally are able to reduce or
cancel current or future spending on advertising, marketing and corporate communications projects at any time on short notice
for any reason. A significant reduction in spending on our services by our largest clients, or the loss of several of our largest
clients, if not replaced by new clients or an increase in business from existing clients, would adversely affect our revenue and
could have a material adverse effect on our business, results of operations and financial position.

We rely extensively on information technology systems, and cybersecurity incidents could adversely affect us.

We rely on our own and third-party service providers’ information technology systems and infrastructure to connect

with our clients, people and others, and to collect, store, transfer, process and use business, personal and financial data. 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.

Cybersecurity threats and attacks, including computer viruses, advanced persistent threats, malware, hacking, ransomware or
other destructive or disruptive activities or software, are constantly evolving and pose a risk to our information technology systems
and data. 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.
Security breaches, improper use of our systems and unauthorized access to our data and information by employees and others may
pose a risk that data may be exposed to unauthorized persons. 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.

In addition, we make extensive use of third-party service providers, including cloud providers, that store, transmit and

process data. These third-party service providers are also subject to malicious attacks and cybersecurity threats that could
adversely affect our business, results of operations, financial condition 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. The
number of personnel working remotely varies by market and is dependent on local conditions. When our employees work
remotely, the risk of cybersecurity incidents and attacks and unauthorized exposure of sensitive business and client advertising
and marketing information, as well as personal data or information, increases.

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.

Risks Related to International Operations

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

In 2023, our international operations represented approximately 49% of our revenue. We operate in all major international

markets including the Euro Zone, the United Kingdom, or the U.K., Australia, Brazil, Canada, China and Japan. Our agencies
transact business in more than 50 different currencies. Substantially all of our foreign operations transact business in their local
currency and, accordingly, their financial statements are translated into U.S. Dollars. As a result, both adverse and beneficial
fluctuations in foreign exchange rates impact our business, results of operations and financial position. In addition, funds
transferred to the United States can be adversely or beneficially impacted by changes in foreign currency exchange rates.

We operate in high-growth markets and developing countries, which 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 personnel, currency exchange rate fluctuations, political conditions, differing
tax and regulatory environments and other risks associated with extensive international operations. We conduct business

in numerous high-growth markets and developing countries. Such countries 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. Our operations are also subject to the United States Foreign Corrupt Practices Act and other
anti-corruption and anti-bribery laws and regulations. These laws and regulations are complex and stringent, and any changes
and violations could have an adverse effect on our business and reputation. 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. For financial information by geographic region, see Notes 3 and 8 to the consolidated financial
statements.

Risks Related to Acquisitions

We may be unsuccessful in evaluating material risks involved in completed and future acquisitions.

We regularly evaluate potential acquisitions of businesses that are complementary to our businesses and client 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 transaction, including business strategy and
operational execution. Despite our efforts, we may be unsuccessful in ascertaining or evaluating all such risks. As a result, the
intended advantages of any given acquisition may not be realized. If we fail to identify certain material risks from one or more
acquisitions, our business, results of operations and financial position could be adversely affected.

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

In accordance with generally accepted accounting principles in the United States, or U.S. GAAP or GAAP, we have
recorded a significant amount of goodwill related to our acquisitions; a substantial portion of which represents the intangible
specialized know-how of the acquired workforce. As discussed in Note 2 to the consolidated financial statements, we review
the carrying value of goodwill for impairment annually on May 1 and whenever events or circumstances indicate the carrying
value may not be recoverable. The estimates and assumptions about future results of operations and cash flows made in
connection with the impairment testing could differ from future actual results of operations and cash flows. While we have
concluded, for each year presented in the financial statements included in this report, that our goodwill is not impaired, future
events could cause us to conclude that the intangible asset values associated with a given operation may become impaired. Any
resulting non-cash impairment charge could have a material adverse effect on our business, results of operations and financial
position.

Legal and Regulatory Risks

Laws and regulations and actions of consumer advocates may limit the scope and content of our services, affect our ability
to meet our clients’ needs, 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.

Government agencies and consumer groups directly or indirectly affect or attempt to affect the scope, content and manner

of presentation of advertising, marketing and corporate communications services, through regulation or other governmental
action, which could affect our ability to meet our clients’ needs. Such regulation may seek, among other things, to limit the tax
deductibility of advertising expenditures by certain industries or for certain products and services. 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 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. 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. Any regulatory or judicial action that affects
our ability to meet our clients’ needs or reduces client spending on our services could have a material adverse effect on our
business, results of operations and financial position.

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. In addition, these laws, rules, and regulations could also affect the acceptance
of new communications technologies and the use of current communications technologies as advertising media.

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. Any of the foregoing could 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.

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

Many governments, regulators, investors, employees, customers and other stakeholders are focused on environmental,

social and governance considerations relating to businesses, including climate change and greenhouse gas emissions,
human capital and diversity, equity and inclusion. We make statements about our environmental, social and governance
goals and initiatives through information provided on our website, press statements and other communications, including
through our Corporate Responsibility Report. Responding to these environmental, social and governance considerations and
implementation of these goals and initiatives involves risks and uncertainties and requires ongoing investments. The success of
our goals and initiatives may be impacted by factors that are outside our control. In addition, some stakeholders may disagree
with our goals and initiatives and the focus and views of stakeholders may change and evolve over time and vary depending
on the jurisdictions in which we operate. Any failure, or perceived failure, by us to achieve our goals, further our initiatives,
adhere to our public statements, comply with federal, state or international environmental, social and governance laws and
regulations, or meet evolving and varied stakeholder expectations and views could materially adversely affect our business,
reputation, results of operations, financial position and stock price.

Item 1B. Unresolved Staff Comments

None.

Item 1C. Cybersecurity

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.

Item 2. Properties

We conduct business and maintain offices throughout the world. The facility requirements of our businesses are similar

across geographic regions and disciplines. Substantially all our office space is leased under operating leases with varying
expiration dates. Lease obligations of our foreign operations are generally denominated in their local currency. We believe that
our facilities are adequate for our current operations and are well maintained. Our principal corporate offices are located at
280 Park Avenue, New York, New York; 1055 Washington Boulevard, Stamford, Connecticut; and 525 Okeechobee Boulevard,
West Palm Beach, Florida. We also maintain executive offices in London, England; Shanghai, China; and Singapore. Notes 2
and 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.

Item 3. Legal Proceedings

In the ordinary course of business, we are involved in various legal proceedings. We do not expect that these proceedings

will have a material adverse effect on our results of operations or financial position.

Item 4. Mine Safety Disclosures

Not Applicable.

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Our common stock is listed and trades on the New York Stock Exchange under the symbol OMC. As of February 1, 2024,

there were 1,788 shareholders of record.

Common stock repurchase activity during the three months ended December 31, 2023 was:

Period

October 1 - October 31, 2023
November 1 - November 30, 2023
December 1 - December 31, 2023

Total Number of
Shares Purchased
88,013
—
—
88,013

Average Price
Paid Per Share
74.51
$

74.51

Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs
—
—
—
—

Maximum Number
of Shares that May
Yet Be Purchased
Under the Plans
or Programs
—
—
—
—

During the three months ended December 31, 2023, we withheld 88,013 shares of common stock from employees to
satisfy estimated statutory income tax obligations related to the vesting of restricted stock awards. The value of the stock
withheld was based on the closing price of our common stock on the applicable vesting date.

There were no unregistered sales of equity securities during the three months ended December 31, 2023.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
(Dollars in tables in millions, except per share amounts.)

EXECUTIVE SUMMARY

Risks and Uncertainties

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. The impact of these issues on our business will vary by geographic market
and discipline. We monitor economic conditions closely, as well as client revenue levels and other factors. In response to
reductions in revenue, we can take actions to align our cost structure with changes in client demand and manage our working
capital. However, there can be no assurance as to the effectiveness of our efforts to mitigate any impact of the current and
future adverse economic conditions, reductions in client revenue, changes in client creditworthiness and other developments.

Our Business

We are a strategic holding company providing advertising, marketing and corporate communications services to many
of the largest global companies. Our portfolio of companies includes our global networks, BBDO, DDB, TBWA, Omnicom
Media Group, the DAS Group of Companies, and the Communications Consultancy Network. All our global networks
integrate their service offerings with the Omnicom branded practice areas, including Omnicom Health Group, Omnicom
Precision Marketing Group, Omnicom Commerce Group, Omnicom Advertising Collective, Omnicom Public Relations
Group, and Omnicom Brand Consulting Group, as well as our Experiential businesses and Execution & Support businesses,
which includes Omnicom Specialty Marketing Group.

As described in Note 5 to the consolidated financial statements, on January 2, 2024, we acquired Flywheel Digital, the

services include live and digital events and experience design and execution. Execution & Support includes field marketing,
digital and physical merchandising, point-of-sale, product placement, as well as other specialized marketing and custom
communications services. Public Relations services include corporate communications, crisis management, public affairs,
and media and media relations services. Healthcare includes corporate communications and advertising and media services
to global healthcare and pharmaceutical companies. Our geographic markets include the Americas, which includes North
America and Latin America, Europe, the Middle East and Africa (EMEA), and Asia-Pacific.

Our business model was built and continues to evolve around our clients. While our networks, practice areas and agencies

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

have a large client base. For the year ended December 31, 2023, our largest client represented 3.0% of revenue, and our 100
largest clients, which represent many of the world’s major marketers, represented approximately 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
2023. Although our revenue is generally balanced between the United States and international markets and we have a large and
diverse client base, we are not immune to general economic downturns.

Global economic conditions have a direct impact on our business and financial performance. Adverse global 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. Revenue is typically lower in the first and third
quarters and higher in the second and fourth quarters, reflecting client spending patterns during the year and additional project
work that usually occurs in the fourth quarter.

Certain global events targeted by major marketers for advertising expenditures, such as the FIFA World Cup and the
Olympics, and certain national events, such as the U.S. election process, may affect our revenue period-over-period in certain
businesses. Typically, these events do not have a significant impact on our revenue in any period.

Given our size and breadth, we manage our business by monitoring several financial indicators. The key performance

indicators that we focus on are revenue growth and variability of operating expenses. We analyze revenue growth by
reviewing the components and mix of the growth, including growth by principal regional market, practice area and marketing
discipline, the impact from foreign currency exchange rate changes, growth from acquisitions, net of dispositions, and growth
from our largest clients. Operating expenses are analyzed in the following categories: cost of services, selling, general and
administrative expenses, or SG&A, and depreciation and amortization.

Financial Performance

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

growth increased revenue $584.5 million, or 4.1%. Changes in foreign exchange rates reduced revenue $28.3 million, or
0.2%, and acquisition revenue, net of disposition revenue, reduced revenue $153.1 million, or 1.1%. 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.

The changes in worldwide revenue across our principal regional markets were: North America increased $95.0 million,

Europe increased $256.4 million, Asia-Pacific increased $31.0 million and Latin America increased $57.8 million.

In North America for 2023 compared to the prior year period, increased organic revenue was driven primarily by the

In Europe, organic revenue for 2023 increased compared to 2022 across most countries of our major markets and in

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.

The changes in worldwide revenue in 2023, compared to 2022, in our fundamental disciplines were: Advertising &
Media increased $457.3 million, Precision Marketing increased $46.9 million, Commerce & Branding increased $5.6 million,
Experiential increased $15.8 million, Execution & Support decreased $189.1 million, Public Relations increased
$26.2 million, and Healthcare increased $40.4 million.

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

Revenue
Operating Income2,3
Operating Margin2,3
Interest expense, net
Net Income - Omnicom Group Inc.2,3
Net Income per Share - Omnicom Group Inc.: Diluted2,3
EBITA1,2,3
EBITA Margin1,2,3

$
$

$
$
$
$

2022

2023
14,692.2 $ 14,289.1 $
2,083.3 $
2,104.7 $
14.6 %
14.3 %

111.8 $
1,391.4 $
6.91 $
2,185.0 $
14.9 %

137.9 $
1,316.5 $
6.36 $
2,163.6 $
15.1 %

$
Change

%
Change

403.1
21.4

(26.1)
74.9
0.55
21.4

2.8 %
1.0 %
(0.3)%
(18.9)%
5.7 %
8.6 %
1.0 %
(0.2)%

1) Reconciliation of Non-GAAP Financial Measures on page 26.
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).

CRITICAL ACCOUNTING ESTIMATES

The following summary of our critical accounting policies provides a better understanding of our financial statements

and the related discussion in this MD&A. We believe that the following policies may involve a higher degree of judgment
and complexity in their application than most of our accounting policies and represent the critical accounting policies used in
the preparation of our financial statements. Readers are encouraged to consider this summary together with our consolidated
financial statements and the related notes, including Note 2, for a more complete understanding of the critical accounting
policies discussed below.

Estimates

We prepare our financial statements in conformity with U.S. GAAP and are required to make estimates and assumptions

that affect the amounts reported in the consolidated financial statements and accompanying notes. We use a fair value
approach in testing our intangible assets, which primarily consist of goodwill, for impairment. Actual results could differ from
those estimates and assumptions.

Acquisitions and Goodwill

We have made and expect to continue to make selective acquisitions. The evaluation of potential acquisitions is based on
various factors, including specialized know-how, reputation, geographic coverage, competitive position and service offerings
of the target businesses, as well as our experience and judgment.

Our acquisition strategy is focused on acquiring the expertise of an assembled workforce, and in 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. Additional key factors we consider include the competitive position and specialized know-how of
the acquisition targets. Accordingly, as is typical in most service businesses, a substantial portion of the assets we acquire
are intangible assets primarily consisting of the know-how of the personnel, which is treated as part of goodwill and is not
required to be valued separately under U.S. GAAP. For each acquisition, we undertake a detailed review to identify other
intangible assets that are required to be valued separately. A significant portion of the identifiable intangible assets acquired
is derived from customer relationships, including the related customer contracts, as well as trade names. In valuing these
identified intangible assets, we typically use an income approach and consider comparable market participant measurements.

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. We will continue to evaluate goodwill for impairment at least annually at May 1 and whenever events
or circumstances indicate the carrying value may not be recoverable. Under FASB ASC Topic 350, Intangibles - Goodwill
and Other, we have the option of either assessing qualitative factors to determine whether it is more-likely-than-not that the
carrying value of our reporting units exceeds their respective fair value (Step 0) or proceeding directly to the quantitative
goodwill impairment test. While there were no trigger events that required us to perform a quantitative test, we performed
the annual quantitative impairment test and compared the fair value of each of our reporting units to its respective carrying
value, including goodwill. We identified our regional reporting units as components of our operating segments, which are
our six global agency networks. The regional reporting units and practice areas monitor performance and are responsible for
the agencies in their region. The regional reporting units report to the segment managers and facilitate the administrative and
logistical requirements of our key client matrix organization structure for delivering services to clients in their regions. We
have concluded that for each of our operating segments, their regional reporting units have similar economic characteristics
and should be aggregated for purposes of testing goodwill for impairment at the operating segment level. Our conclusion was
based on a detailed analysis of the aggregation criteria set forth in FASB ASC Topic 280, Segment Reporting, and in FASB
ASC Topic 350. Consistent with our fundamental business strategy, the agencies within our regional reporting units serve
similar clients in similar industries, and in many cases the same clients. In addition, the agencies within our regional reporting
units have similar economic characteristics, and the employees share similar skill sets. The main economic components of each
agency are employee compensation and related costs, and direct service costs and occupancy and other costs, which include
rent and occupancy costs, technology costs that are generally limited to personal computers, servers and off-the-shelf software
and other overhead expenses. Finally, the expected benefits of our acquisitions are typically shared by multiple agencies in
various regions as they work together to integrate the acquired business into our virtual client network strategy.

Goodwill Impairment Review - Estimates and Assumptions

We use the following valuation methodologies to determine the fair value of our reporting units: (1) the income approach,

which utilizes discounted expected future cash flows, (2) comparative market participant multiples for EBITDA (earnings
before interest, taxes, depreciation and amortization) and (3) when available, consideration of recent and similar acquisition
transactions.

In applying the income approach, we use estimates to derive the discounted expected cash flows (“DCF”) for each
reporting unit that serves as the basis of our valuation. These estimates and assumptions include revenue growth and operating
margin, EBITDA, tax rates, capital expenditures, weighted average cost of capital and related discount rates and expected
long-term cash flow growth rates. All of these estimates and assumptions are affected by conditions specific to our businesses,
economic conditions related to the industry we operate in, as well as conditions in the global economy. The assumptions that
have the most significant effect on our valuations derived using a DCF methodology are: (1) the expected long-term growth
rate of our reporting units’ cash flows and (2) the weighted average cost of capital (“WACC”) for each reporting unit.

The assumptions used for the long-term growth rate and WACC in our evaluations:

Long-Term Growth Rate
WACC

May 1, 2023
3.5%
11.0% - 11.4%

June 30, 2022
3.5%
11.1% - 12.0%

Long-term growth rate represents our estimate of the long-term growth rate for our industry and the geographic markets

we operate in. For the past ten years, the average historical revenue growth rate of our reporting units and the Average Nominal
GDP, or NGDP, growth of the countries comprising the major markets that account for substantially all of our revenue, was
approximately 3.5% and 4.4%, respectively. We considered this history when determining the long-term growth rates used
in our annual impairment test at May 1, 2023. Included in the 10-year history are the full year 2020 results that reflected the
negative impact of the COVID-19 pandemic on the global economy and our revenue. We believe marketing expenditures
over the long term have a high correlation to NGDP. Based on our past performance, we also believe that our growth rate
can exceed NGDP growth in the short-term, notwithstanding the current inflationary environment, in the markets we operate
in, which are similar across our reporting units. Accordingly, for our annual test as of May 1, 2023, we used an estimated
long-term growth rate of 3.5%.

When performing the annual impairment test as of May 1, 2023 and estimating the future cash flows of our reporting
units, we considered the current macroeconomic environment, as well as recent industry and market specific conditions. In
the first half of 2023, our organic revenue increase was 4.3%, which excluded our net disposition activity and the impact from
changes in foreign exchange rates.

The WACC is comprised of: (1) a risk-free rate of return, (2) a business risk index ascribed to us and to companies in our
industry comparable to our reporting units based on a market derived variable that measures the volatility of the share price of
equity securities relative to the volatility of the overall equity market, (3) an equity risk premium that is based on the rate of
return on equity of publicly traded companies with business characteristics comparable to our reporting units, and (4) a current
after-tax market rate of return on debt of companies with business characteristics similar to our reporting units, each weighted
by the relative market value percentages of our equity and debt.

Our six reporting units vary in size with respect to revenue and the amount of debt allocated to them. These differences

drive variations in fair value among our reporting units. In addition, these differences as well as differences in book value,
including goodwill, cause variations in the amount by which fair value exceeds book value among the reporting units. The
goodwill balances and debt vary by reporting unit primarily because our three legacy agency networks were acquired at the
formation of Omnicom and were accounted for as a pooling of interests that did not result in any additional debt or goodwill
being recorded. The remaining three agency networks were built through a combination of internal growth and acquisitions
that were accounted for using the acquisition method and as a result, they have a relatively higher amount of goodwill and
debt. Finally, the allocation of goodwill when components are transferred between reporting units is based on relative fair
value at the time of transfer.

Goodwill Impairment Review - Conclusion

Based on the results of our impairment test, we concluded that our goodwill at May 1, 2023 was not impaired, because
the fair value of each of our reporting units was in excess of its respective net book value. For our reporting units with negative
book value, we concluded that the fair value of their total assets was in excess of book value. The minimum decline in fair
value that one of our reporting units would need to experience in order to fail the goodwill impairment test was approximately
53%. Notwithstanding our belief that the assumptions we used for WACC and long-term growth rate in our impairment testing
were reasonable, we performed a sensitivity analysis for each reporting unit. The results of this sensitivity analysis on our
impairment test as of May 1, 2023 revealed that if the WACC increased by 1% and/or the long-term growth rate decreased by
1%, the fair value of each of our reporting units would continue to be in excess of its respective net book value and would pass
the impairment test.

We will continue to perform our impairment test each year at May 1, unless events or circumstances trigger the need for
an interim impairment test. There were no events through December 31, 2023 that would change our impairment assessment.
The estimates used in our goodwill impairment test do not constitute forecasts or projections of future results of operations,
but rather are estimates and assumptions based on historical results and assessments of macroeconomic factors affecting our
reporting units as of the valuation date. We believe that our estimates and assumptions are reasonable, but they are subject to
change from period to period. Actual results of operations and other factors will likely differ from the estimates used in our
discounted cash flow valuation, and it is possible that differences could be significant. A change in the estimates we use could
result in a decline in the estimated fair value of one or more of our reporting units from the amounts derived as of our latest
valuation and could cause us to fail our goodwill impairment test if the estimated fair value for the reporting unit is less than
the carrying value of the net assets of the reporting unit, including its goodwill. A large decline in estimated fair value of a
reporting unit could result in a non-cash impairment charge and may have an adverse effect on our results of operations and
financial position. Additional information about acquisitions and goodwill appears in Notes 2, 5 and 6 to the consolidated
financial statements.

Revenue Recognition

Revenue is recognized when a customer obtains control and receives the benefit of the promised goods or services (the

performance obligation) in an amount that reflects the consideration we expect to receive in exchange for those goods or
services (the transaction price). We measure revenue by estimating the transaction price based on the consideration specified
in the client arrangement. Revenue is recognized as the performance obligations are satisfied. Our revenue is primarily
derived from the planning and execution of advertising communications and marketing services in the following fundamental
disciplines: Advertising & Media, Precision Marketing, Commerce & Branding, Experiential, Execution & Support, Public
Relations and Healthcare. Our client contracts are primarily fees for service on a rate per hour or per project basis. Revenue is
recorded net of sales, use and value added taxes.

Performance Obligations. In substantially all our disciplines, the performance obligation is to provide advisory
and consulting services at an agreed-upon level of effort to accomplish the specified engagement. Our client contracts
are comprised of diverse arrangements involving fees based on any one or a combination of the following: an agreed fee
or rate per hour for the level of effort expended by our employees; commissions based on the client’s spending for media
purchased from third parties; qualitative or quantitative incentive provisions specified in the contract; and reimbursement for
third-party costs that we are required to include in revenue when we control the vendor services related to such costs and we
act as principal. The transaction price of a contract is allocated to each distinct performance obligation based on its relative
stand-alone selling price and is recognized as revenue when, or as, the customer receives the benefit of the performance
obligation. Clients typically receive and consume the benefit of our services as they are performed. Substantially all our client
contracts provide that we are compensated for services performed to date and allow for cancellation by either party on short
notice, typically 90 days, without penalty.

Generally, our short-term contracts, which normally take 30 to 90 days to complete, are performed by a single agency

and consist of a single performance obligation. As a result, we do not consider the underlying services as separate or distinct
performance obligations because our services are highly interrelated, occur in close proximity, and the integration of the
various components of a marketing message is essential to overall service. In certain of our long-term client contracts, which
have a term of up to one year, the performance obligation is a stand-ready obligation, because we provide a constant level of
similar services over the term of the contract. In other long-term contracts, when our services are not a stand-ready obligation,
we consider our services distinct performance obligations and allocate the transaction price to each separate performance
obligation based on its stand-alone selling price, including contracts for strategic media planning and buying services, which
are considered to be multiple performance obligations, and we allocate the transaction price to each distinct service based
on the staffing plan and the stand-alone selling price. In substantially all of our creative services contracts, we have distinct
performance obligations for our services, including certain creative services contracts where we act as an agent and arrange, at
the client’s direction, for third parties to perform studio production efforts.

Revenue Recognition Methods. A substantial portion of our revenue is recognized over time, as the services are
performed, because the client receives and consumes the benefit of our performance throughout the contract period, or we
create an asset with no alternative use and are contractually entitled to payment for our performance to date in the event the
client terminates the contract for convenience. For these client contracts, other than when we have a stand-ready obligation to
perform services, revenue is recognized over time using input measures that correspond to the level of staff effort expended
to satisfy the performance obligation on a rate per hour or equivalent basis. For client contracts when we have a stand-ready
obligation to perform services on an ongoing basis over the life of the contract, typically for periods up to one year, where the
scope of these arrangements is broad and there are no significant gaps in performing the services, we recognize revenue using

a time-based measure resulting in a straight-line revenue recognition. From time to time, there may be changes in the client
service requirements during the term of a contract and the changes could be significant. These changes are typically negotiated
as new contracts covering the additional requirements and the associated costs, as well as additional fees for the incremental
work to be performed.

To a lesser extent, for certain other contracts where our performance obligations are satisfied in phases, we recognize
revenue over time using certain output measures based on the measurement of the value transferred to the customer, including
milestones achieved. Where the transaction price or a portion of the transaction price is derived from commissions based on
a percentage of purchased media from third parties, the performance obligation is not satisfied until the media is run and we
have an enforceable contract providing a right to payment. Accordingly, revenue for commissions is recognized at a point in
time, typically when the media is run, including when it is not subject to cancellation by the client or media vendor.

Principal vs. Agent. In substantially all our businesses, we incur third-party costs on behalf of clients, including direct

costs and incidental, or out-of-pocket costs. Third-party direct costs incurred in connection with the creation and delivery
of advertising or marketing communication services include, among others: purchased media, studio production services,
specialized talent, including artists and other freelance labor, event marketing supplies, materials and services, promotional
items, market research and third-party data and other related expenditures. Out-of-pocket costs include, among others:
transportation, hotel, meals, shipping and telecommunication charges incurred by us in the course of providing our services.
Billings related to out-of-pocket costs are included in revenue since we control the goods or services prior to delivery to the
client.

However, the inclusion of billings related to third-party direct costs in revenue depends on whether we act as a principal

or as an agent in the client arrangement. In most of our businesses, including advertising, which also includes studio
production efforts and media planning and buying services, public relations, healthcare advertising, precision marketing,
commerce and branding, we act as an agent and arrange, at the client’s direction, for third parties to perform certain services.
In these cases, we do not control the goods or services prior to the transfer to the client. As a result, revenue is recorded net of
these costs, equal to the amount retained for our fee or commission.

In certain businesses, we may act as principal when contracting for third-party services on behalf of our clients. In
our experiential business and most of our execution and support businesses, including field marketing and certain specialty
marketing businesses, we act as principal because we control the specified goods or services before they are transferred
to the client and we are responsible for providing the specified goods or services, or we are responsible for directing
and integrating third-party vendors to fulfill our performance obligation at the agreed upon contractual price. In such
arrangements, we also take pricing risk under the terms of the client contract. In certain specialty media buying businesses,
we act as principal when we control the buying process for the purchase of the media and contract directly with the media
vendor. In these arrangements, we assume the pricing risk under the terms of the client contract. When we act as principal,
we include billable amounts related to third-party costs in the transaction price and record revenue over time at the gross
amount billed, including out-of-pocket costs, consistent with the manner that we recognize revenue for the underlying
services contract. However, in media buying contracts where we act as principal, we recognize revenue at a point in time,
typically when the media is run, including when it is not subject to cancellation by the client or media vendor.

Variable Consideration. Some of our client arrangements include variable consideration provisions, which include
performance incentives, tiered commission structures and vendor rebates in certain markets outside of the United States.
Variable consideration is estimated and included in total consideration at contract inception based on either the expected value
method or the most likely outcome method. These estimates are based on historical award experience, anticipated performance
and other factors known at the time. Performance incentives are typically recognized in revenue over time. Variable
consideration for our media businesses in certain international markets includes rebate revenue and is recognized when it is
probable that the media will be run, including when it is not subject to cancellation by the client. In addition, when we receive
rebates or credits from vendors for transactions entered into on behalf of clients, they are remitted to the clients in accordance
with contractual requirements or retained by us based on the terms of the client contract or local law. Amounts passed on to
clients are recorded as a liability and amounts retained by us are recorded as revenue when earned, typically when the media is
run.

NEW ACCOUNTING STANDARDS

See Note 24 to the consolidated financial statements for information on the adoption of new accounting standards and

accounting standards not yet adopted.

CONSOLIDATED RESULTS OF OPERATIONS

The period-over-period change in results of operations were:

Revenue
Operating Expenses:

Salary and service costs
Occupancy and other costs
Real estate and other repositioning costs1
Charges arising from the effects of the war

in Ukraine2

Gain on disposition of subsidiary1,3

Cost of services

Selling, general and administrative expenses1
Depreciation and amortization

Total operating expenses
Operating Income
Interest Expense
Interest Income
Income Before Income Taxes and Income

From Equity Method Investments

Income Tax Expense
Income From Equity Method Investments
Net Income
Net Income Attributed To Noncontrolling

Interests

Net Income - Omnicom Group Inc.1,2,3
Net Income Per Share - Omnicom Group Inc.:

Basic
Diluted1,2

Revenue
Operating Margin %
EBITA
EBITA Margin %

2023
14,692.2

Full Year
2022
$ 14,289.1

2021
$ 14,289.4

2023 v. 2022
$ Change

2022 v. 2021
$ Change

403.1

(0.3)

10,701.2
1,168.8
191.5

—
(78.8)
11,982.7
393.7
211.1
12,587.5
2,104.7
218.5
106.7

1,992.9
524.9
5.2
1,473.2

81.8
1,391.4

6.98
6.91

10,325.9
1,168.6
—

113.4
—
11,607.9
378.5
219.4
12,205.8
2,083.3
208.6
70.7

1,945.4
546.8
5.2
1,403.8

87.3
1,316.5

6.40
6.36

10,402.0
1,148.2
—

—
(50.5)
11,499.7
379.7
212.1
12,091.5
2,197.9
236.4
27.3

1,988.8
488.7
7.5
1,507.6

99.8
1,407.8

6.57
6.53

$
$

14,692.2
14.3 %
2,185.0
14.9 %

$ 14,289.1
14.6 %
2,163.6
15.1 %

$ 14,289.4
15.4 %
2,277.9
15.9 %

$
$

375.3
0.2
191.5

(113.4)
(78.8)
374.8
15.2
(8.3)
381.7
21.4
9.9
36.0

47.5
(21.9)
—
69.4

(5.5)
74.9

0.58
0.55

403.1
(0.3)%
21.4
(0.2)%

$
$

(76.1)
20.4
—

113.4
50.5
108.2
(1.2)
7.3
114.3
(114.6)
(27.8)
43.4

(43.4)
58.1
(2.3)
(103.8)

(12.5)
(91.3)

(0.17)
(0.17)

(0.3)
(0.8)%
(114.3)
(0.8)%

1) For the year ended December 31, 2023, operating expenses included real estate operating lease impairment charges, severance, and

2) For the year ended 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).

3) For the year ended December 31, 2021, operating expenses were favorably impacted by the $50.5 million gain recorded in connection

with the disposition in the Advertising & Media discipline.

Revenue

The components of period-over-period revenue change in the United States (“Domestic”) and the remainder of the world

(“International”) were:

Twelve Months Ended December 31, 2022
Components of revenue change:
Foreign exchange rate impact
Acquisition revenue, net of disposition

revenue

Organic growth

Twelve Months Ended December 31, 2023

Twelve Months Ended December 31, 2021
Components of revenue change:
Foreign exchange rate impact
Acquisition revenue, net of disposition

revenue

Organic growth

Twelve Months Ended December 31, 2022

Total

Domestic

International

$
$ 14,289.1

$
$ 7,367.3

$
$ 6,921.8

(28.3)

(0.2)%

—

— %

(28.3)

(0.4)%

(153.1)
584.5
$ 14,692.2

(87.2)
(1.1)%
4.1 %
191.5
2.8 % $ 7,471.6

(65.9)
(1.2)%
2.6 %
393.0
1.4 % $ 7,220.6

(1.0)%
5.7 %
4.3 %

Total

Domestic

International

$
$ 14,289.4

$
$ 7,245.9

$
$ 7,043.5

(681.0)

(4.8)%

—

— %

(681.0)

(9.7)%

(665.6)
1,346.3
$ 14,289.1

(505.5)
(4.7)%
9.4 %
626.9
— % $ 7,367.3

(160.1)
(7.0)%
8.7 %
719.4
1.7 % $ 6,921.8

(2.3)%
10.2 %
(1.7)%

The components and percentages are calculated as follows:

• Foreign exchange rate impact is calculated by translating the current period’s local currency revenue using the prior
period average exchange rates to derive current period constant currency revenue (in this case $14,720.5 million and
$14,970.1 million for the Total column for December 31, 2023 and December 31, 2022, respectively). The foreign
exchange impact is the difference between the current period revenue in U.S. Dollars and the current period constant
currency revenue ($14,692.2 million less $14,720.5 million and $14,289.1 million less $14,970.1 million for the Total
column for December 31, 2023 and December 31, 2022, respectively).

• Acquisition revenue is calculated as if the acquisition occurred twelve months prior to the acquisition date by aggregating

the comparable prior period revenue of acquisitions through the acquisition date. As a result, acquisition revenue
excludes the positive or negative difference between our current period revenue subsequent to the acquisition date and the
comparable prior period revenue and the positive or negative growth after the acquisition is attributed to organic growth.
Disposition revenue is calculated as if the disposition occurred twelve months prior to the disposition date by aggregating
the comparable prior period revenue of dispositions through the disposition date. The acquisition revenue and disposition
revenue amounts are netted in the table.

• Organic growth is calculated by subtracting the foreign exchange rate impact, and the acquisition revenue, net of

disposition revenue components from total revenue growth.

• The percentage change is calculated by dividing the individual component amount by the prior period revenue base of

that component ($14,289.1 million and $14,289.4 million for the Total column for December 31, 2023, and December 31,
2022, respectively).

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

For the most part, because the revenue and expense of our foreign operations are both denominated in the same local currency,
the economic impact on operating margin is minimized. Assuming exchange rates at February 1, 2024 remain unchanged,
we expect the impact of changes in foreign exchange rates will be flat in the first quarter of 2024 and for the full year. Based
on our acquisition and disposition activity to date, we expect that the net impact will increase revenue by 1.50% in the first
quarter of 2024 and 2.0% for the full year.

Revenue by Discipline

To monitor the changing needs of our clients and to further expand the scope of our services to key clients, we monitor

revenue across a broad range of disciplines and group them into the following categories: Advertising & Media, Precision
Marketing, Commerce & Branding, Experiential, Execution & Support, Public Relations, and Healthcare.

The period-over-period change in revenue and organic growth by discipline was:

2023

Full Year
2022

2023 vs. 2022

Advertising & Media
Precision Marketing
Commerce & Branding
Experiential
Execution & Support
Public Relations
Healthcare
Revenue

$
7,891.2
1,473.5
853.7
651.4
880.8
1,578.9
1,362.7
$ 14,692.2

% of
Revenue

53.7 % $
10.0 %
5.8 %
4.4 %
6.0 %
10.7 %
9.4 %

$
7,433.9
1,426.6
848.1
635.6
1,069.9
1,552.7
1,322.3
$ 14,289.1

% of
Revenue

$ Change

% Organic
Growth

52.0 % $
10.0 %
5.9 %
4.4 %
7.5 %
10.9 %
9.3 %

457.3
46.9
5.6
15.8
(189.1)
26.2
40.4
403.1

6.5 %
3.1 %
1.2 %
3.0 %
(1.0)%
(0.8)%
3.8 %
4.1 %

2022

Full Year
2021

2022 vs. 2021

$
$ 7,433.9
1,426.6
848.1
635.6
1,069.9
1,552.7
1,322.3
$ 14,289.1

% of
Revenue

$ Change

% Organic
Growth

52.0 % $ 7,966.2
1,205.2
10.0 %
802.2
5.9 %
536.0
4.4 %
1,115.9
7.5 %
1,398.2
10.9 %
1,265.7
9.3 %
$ 14,289.4

55.7 % $
8.4 %
5.6 %
3.8 %
7.8 %
9.8 %
8.9 %

(532.3)
221.4
45.9
99.6
(46.0)
154.5
56.6
(0.3)

7.3 %
17.0 %
11.7 %
26.4 %
3.9 %
13.7 %
7.1 %
9.4 %

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.

In the normal course of business, our agencies both gain and lose business from clients each year due to a variety of
factors. Under our client-centric approach, we seek to broaden our relationships with all of our clients. Our largest client
represented 3.0% and 2.7% of revenue for 2023 and 2022, respectively. Our ten largest and 100 largest clients represented
20.2% and 54.5% of revenue for 2023, respectively, and 19.1% and 53.1% of revenue for 2022, respectively.

2023 v. 2022

The period-over-period change in worldwide revenue for 2023, in our fundamental disciplines was: Advertising &
Media increased $457.3 million, Precision Marketing increased $46.9 million, Commerce & Branding increased $5.6 million,
Experiential increased $15.8 million, Execution & Support decreased $189.1 million, Public Relations increased
$26.2 million, and Healthcare increased $40.4 million. Organic revenue increased across substantially all of our disciplines,
except for Public Relations, which faced a difficult comparison to the prior year, and Execution & Support. The impact of
foreign exchange translation slightly reduced our revenue. The decrease in revenue from foreign exchange translation was
primarily related to the weakening of several currencies against the U.S. Dollar, including the Australian Dollar, Canadian
Dollar, Japanese Yen, and Chinese Renminbi, partially offset by the Euro and British Pound, which strengthened against the
U.S. Dollar compared to the prior year. 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.

2022 v. 2021

The changes in worldwide revenue in 2022, compared to 2021, in our fundamental disciplines was: Advertising &

Media decreased $532.3 million, Precision Marketing increased $221.4 million, Commerce & Branding increased
$45.9 million, Experiential increased $99.6 million, Execution & Support decreased $46.0 million, Public Relations increased
$154.5 million, and Healthcare increased $56.6 million. Organic revenue increased across all disciplines. The impact of
foreign exchange translation decreased revenue period to period as substantially all foreign currencies weakened against the
U.S. Dollar, especially the British Pound and the Euro. The decrease in revenue in our Advertising & Media discipline period
to period was primarily the result of the disposition of our businesses in Russia.

Revenue by Geography

The period-over-period change in revenue and organic growth in our geographic markets was:

Americas:

North America
Latin America

EMEA:

Europe
Middle East and Africa

Asia-Pacific
Revenue

Americas:

North America
Latin America

EMEA:

Europe
Middle East and Africa

Asia-Pacific
Revenue

2023

Full Year
2022

2023 vs. 2022

% of
Revenue

$ Change

% Organic
Growth

$ 7,951.0
386.8

54.2 % $ 7,856.0
329.0
2.6 %

55.0 % $
2.3 %

95.0
57.8

4,266.9
309.6
1,777.9
$ 14,692.2

29.0 %
2.1 %
12.1 %

4,010.5
346.7
1,746.9
$ 14,289.1

28.1 %
2.4 %
12.2 %

256.4
(37.1)
31.0
$ 403.1

2.6 %
13.0 %

6.2 %
(5.8)%
6.0 %
4.1 %

2022

Full Year
2021

2022 vs. 2021

% of
Revenue

$ Change

% Organic
Growth

$ 7,856.0
329.0

55.0 % $ 7,709.7
296.1
2.3 %

53.9 % $ 146.3
32.9
2.1 %

4,010.5
346.7
1,746.9
$ 14,289.1

28.1 %
2.4 %
12.2 %

4,219.6
267.6
1,796.4
$ 14,289.4

29.5 %
1.9 %
12.6 %

(209.1)
79.1
(49.5)
(0.3)

8.7 %
14.1 %

10.1 %
33.2 %
6.6 %
9.4 %

The period-over-period change in worldwide revenue across our geographic markets for 2023 was: North America
increased $95.0 million, or 1.2%, Latin America increased $57.8 million, or 17.6%, Europe increased $256.4 million, or 6.4%,
the Middle East and Africa decreased $37.1 million, or 10.7%, and Asia-Pacific increased $31.0 million, or 1.8%. Organic
revenue for 2023 increased across most countries within our major markets.

The period-over-period change in worldwide revenue across our geographic markets for 2022 was: North America

increased $146.3 million, or 1.9%, Latin America increased $32.9 million, or 11.1%, Europe decreased $209.1 million, or
5.0%, the Middle East and Africa increased $79.1 million, or 29.6%, and Asia-Pacific decreased $49.5 million, or 2.8%.
Organic revenue for 2022 increased across all countries within our major markets.

North America

2023 vs. 2022

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.
Acquisitions net of dispositions negatively impacted revenue, primarily as a result of dispositions in the Execution & Support
discipline in the first and second quarters of 2023, including the sale of our research businesses, partially offset by acquisitions
during the year in the Advertising & Media, Precision Marketing, and Public Relations disciplines.

2022 vs. 2021

In North America, organic revenue increased across all our 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.

Latin America

2023 vs. 2022

In Latin America, organic revenue for 2023 increased in all of our disciplines, led by our Advertising & Media discipline,

2022 vs. 2021

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

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

EMEA

Europe 2023 vs. 2022

In Europe, organic revenue for 2023 increased compared to 2022 across most countries of our major markets and in

substantially all disciplines, especially our Advertising & Media discipline, led by our media business, and our Experiential
discipline, partially offset by a decrease in our Public Relations discipline. Foreign currency changes increased revenue
for 2023, primarily as a result of the strengthening of the Euro and British Pound against the U.S. Dollar period to period.
Acquisition revenue, net of disposition revenue, reduced revenue compared to the prior year, primarily due to the disposition
of our businesses in Russia in the first quarter of 2022 and the disposition of certain businesses, primarily our research
businesses in the Execution & Support discipline in the second quarter of 2023. Total revenue in the U.K. increased 4.0% in
2023 to $1,587.3 million. Organic revenue growth period to period in the U.K. was 4.7%, with growth across most disciplines,
led by our media business in our Advertising & Media discipline, partially offset by negative performance in our Precision
Marketing and Public Relations disciplines. In Continental Europe, which includes the Euro Zone and the other European
countries, organic growth period to period of 7.2% was led by Italy, France, and Germany across substantially all disciplines.

Europe 2022 vs. 2021

In Europe, organic revenue 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 continued to recover from the impact of the pandemic. 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.

Middle East and Africa 2023 vs. 2022 vs. 2021

In the Middle East and Africa for 2023, organic revenue decreased compared to 2022, primarily as a result of our

Experiential discipline, which faced difficult comparisons in the region, partially offset by our Advertising & Media discipline.
For 2023, the weakening of certain currencies in the region against the U.S. Dollar also decreased revenue period to period.
For 2022 as compared to 2021, the increase in organic revenue was primarily related to the FIFA World Cup in the fourth
quarter of 2022.

Asia-Pacific

2023 vs. 2022

2022 vs. 2021

In Asia-Pacific, organic revenue increased in most 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, and Korea. 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.

Revenue by Industry

Revenue by type of client industry sector was:

Pharmaceuticals and Healthcare
Food and Beverage
Auto
Technology
Consumer Products
Financial Services
Travel and Entertainment
Retail
Telecommunications
Government
Services
Oil, Gas and Utilities
Not-for-Profit
Education
Other
Total

Operating Expenses

The period-over-period change in operating expenses was:

2023

16 %
15 %
12 %
8 %
8 %
8 %
6 %
6 %
4 %
4 %
3 %
2 %
1 %
1 %
6 %
100 %

Full Year
2022

2021

16 %
14 %
10 %
11 %
8 %
7 %
7 %
6 %
5 %
3 %
2 %
2 %
1 %
1 %
7 %
100 %

15 %
14 %
10 %
11 %
8 %
7 %
7 %
7 %
5 %
3 %
2 %
2 %
1 %
1 %
7 %
100 %

2023

Full Year
2022

2023 vs. 2022

$
$ 14,692.2

% of
Revenue

$
$ 14,289.1

% of
Revenue

$
Change

%
Change

403.1

2.8 %

Revenue
Operating Expenses:

Salary and service costs:

Salary and related costs
Third-party service costs
Third-party incidental costs
Total salary and service costs
Occupancy and other costs
Real estate and other repositioning costs
Charges arising from the effects of

the war in Ukraine

Gain on disposition of subsidiary

Cost of services

Selling, general and administrative

7,212.8
2,917.9
570.5
10,701.2
1,168.8
191.5

—
(78.8)
11,982.7

49.1 %
19.9 %
3.9 %
72.8 %
8.0 %
1.3 %

— %
(0.5)%

7,197.9
2,585.5
542.5
10,325.9
1,168.6
—

113.4
—
11,607.9

50.4 %
18.1 %
3.8 %
72.3 %
8.2 %
— %

0.8 %
— %

expenses

Depreciation and amortization

Total operating expenses
Operating Income

393.7
211.1
12,587.5
2,104.7

378.5
2.7 %
219.4
1.4 %
12,205.8
85.7 %
14.3 % $ 2,083.3

2.6 %
1.5 %
85.4 %
14.6 % $

14.9
332.4
28.0
375.3
0.2
191.5

(113.4)
(78.8)
374.8

15.2
(8.3)
381.7
21.4

0.2 %
12.9 %
5.2 %
3.6 %
— %

3.2 %

4.0 %
(3.8)%
3.1 %
1.0 %

Revenue
Operating Expenses:

Salary and service costs:

Salary and related costs
Third-party service costs
Third-party incidental costs
Total salary and service costs
Occupancy and other costs
Charges arising from the effects of

the war in Ukraine

Gain on disposition of subsidiary

Cost of services

Selling, general and administrative

expenses

Depreciation and amortization

Total operating expenses
Operating Income

2022

$
$ 14,289.1

% of
Revenue

Full Year
2021

$
$ 14,289.4

2022 vs. 2021

% of
Revenue

$
Change

%
Change

(0.3)

— %

7,197.9
2,585.5
542.5
10,325.9
1,168.6

113.4
—
11,607.9

50.4 %
18.1 %
3.8 %
72.3 %
8.2 %

0.8 %
— %

6,971.0
2,979.1
451.9
10,402.0
1,148.2

—
(50.5)
11,499.7

48.8 %
20.8 %
3.2 %
72.8 %
8.0 %

— %
(0.4)%

226.9
(393.6)
90.6
(76.1)
20.4

113.4
50.5
108.2

378.5
219.4
12,205.8
$ 2,083.3

2.6 %
1.5 %
85.4 %
14.6 % $

379.7
212.1
12,091.5
2,197.9

2.7 %
1.5 %
84.6 %
15.4 % $

(1.2)
7.3
114.3
(114.6)

3.3 %
(13.2)%
20.0 %
(0.7)%
1.8 %

0.9 %

(0.3)%
3.4 %
0.9 %
(5.2)%

We measure cost of services in two distinct categories: salary and service costs and occupancy and other costs. As a service
business, salary and service costs make up the significant portion of our operating expenses and substantially all these costs comprise
the essential components directly linked to the delivery of our services. Salary and service costs include employee compensation and
benefits, freelance labor, third-party service costs, and third-party incidental costs. Third-party service costs include vendor costs
when we act as principal in providing services to our clients, and third-party incidental costs, which 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. Occupancy and other costs consist of the indirect costs related to the delivery of our services, including office rent and other
occupancy costs, equipment rent, technology costs, general office expenses and other expenses. Adverse and beneficial fluctuations
in foreign currencies from period to period impact our results of operations and financial position when we translate our financial
statements from local foreign currencies to the U.S. Dollar. However, substantially all of our foreign operations transact business in
their local currency, mitigating the impact of changes in foreign currency exchange rates on our operating margin percentage.

2023 vs. 2022

Operating expenses in 2023 increased 3.1% to $12,587.5 million from $12,205.8 million. Included in operating expenses

for 2023 is the net impact of the gain on disposition of certain research businesses in our Execution & Support discipline,
of $78.8 million, repositioning costs related to real estate and other exit charges and severance costs of $191.5 million (see
Notes 13 and 14 to the consolidated financial statements) and acquisition transaction costs of $14.5 million, primarily related
to the Flywheel Digital acquisition that closed in January 2024.

The changes in our operating expenses period-over-period from foreign currency translation decreased slightly, in line

with the percentage decrease in revenue from 2023 and 2022.

2022 vs. 2021

Operating expenses in 2022 increased $114.3 million, or 0.9%, to $12,205.8 million year-over-year. Operating expenses for
2022 reflect charges arising from the effects of the war in Ukraine of $113.4 million. Operating expenses in 2021 were favorably
impacted by the $50.5 million gain recorded in connection with the disposition in the Advertising & Media discipline. The
weakening of most foreign currencies, especially the British Pound and Euro, against the U.S. Dollar reduced operating expenses for
2022 as compared to the prior year, which was in line with the percentage reduction from changes in foreign currencies on revenue.

Operating Expenses - Salary and Service Costs

2023 vs. 2022

Salary and service costs in 2023, which tend to fluctuate with changes in revenue, are comprised of salary and related

costs, third-party service costs, and third-party incidental costs. Salary and service costs for 2023 compared to the prior year
period increased $375.3 million, or 3.6%, to $10,701.2 million. Salary and related costs for 2023 increased $14.9 million,

or 0.2%, to $7,212.8 million, primarily due to an increase in headcount. Headcount increased for 2023 as a result of
organic growth and our acquisition activity; the increase was partially offset by the dispositions in our Execution & Support
discipline in the first and second quarters of 2023. Third-party service costs for 2023 increased $332.4 million, or 12.9%, to
$2,917.9 million due to changes in the mix of our businesses period to period, and were less impacted by the effects of our
disposition activity during the year. Third-party incidental costs for 2023 increased $28.0 million, or 5.2%, to $570.5 million.

2022 vs. 2021

Salary and service costs in 2022, decreased $76.1 million, compared to 2021, reflecting a decrease in third-party service
costs of $393.6 million, partially offset by an increase in third-party incidental costs of $90.6 million and an increase in salary
and related service costs of $226.9 million. 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 Expenses - Occupancy and Other Costs

2023 vs. 2022

Occupancy and other costs for 2023, which are less directly linked to changes in revenue than salary and service costs,
decreased slightly by $0.2 million year-over-year. Lower rent expense was partially offset by an increase in other occupancy
costs in the year.

In connection with the transition to a flexible working environment, a hybrid model which allows for partial remote work,
we took certain actions in the first quarter of 2023 to reduce and reposition our office lease portfolio and recorded a charge of
$119.2 million, which included an $80.4 million non-cash impairment charge for operating lease right-of-use, or ROU, assets,
$20.0 million for the write-off of the net book value of leasehold improvements at the affected locations, and $18.8 million of
other lease obligations that will be paid in less than one year. Substantially all of the operating lease payments related to the
ROU assets will be paid out over three years (see Note 13 to the consolidated financial statements).

2022 vs. 2021

Occupancy and other costs for 2022 increased $20.4 million year-over-year, primarily due to an increase in general office

expenses and other costs, resulting from the return of our workforce to the office, partially offset by lower rent and other
occupancy costs.

Operating Expenses - Selling, General & Administrative Expenses

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

occupancy and other costs of our corporate and executive offices, including group-wide finance and accounting, treasury,
legal and governance, human resource oversight and similar costs. SG&A expenses for 2023 compared to 2022 increased
by $15.2 million, primarily as a result of higher professional fees in connection with our acquisition activity during the year,
including the Flywheel Digital acquisition, which closed in January 2024. SG&A expenses for 2022 compared to 2021 were flat.

Operating Income

2023 vs. 2022

Operating income for 2023 compared to 2022, increased $21.4 million to $2,104.7 million, and operating margin
decreased to 14.3% from 14.6%. EBITA decreased $21.4 million to $2,185.0 million, and EBITA margin decreased to 14.9%
from 15.1%. In 2023, the effect of the real estate and other repositioning costs, the gain on disposition of subsidiaries (see
Notes 13 and 14 to the audited consolidated financial statements) and acquisition transaction costs, reduced both operating
income and EBITA by $127.2 million, and reduced operating margin by 0.9% and EBITA margin by 0.8%. Operating income
and EBITA in 2022 included a reduction of $113.4 million related to the war in Ukraine (see Note 15 to the consolidated
financial statements), which decreased both operating margin and EBITA margin by 0.8%.

2022 vs. 2021

Operating 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%. 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. Operating profit,
operating margin and EBITA margin for 2021 were favorably impacted by the $50.5 million gain recorded in connection with
dispositions in the Advertising & Media discipline.

Net Interest Expense

2023 vs. 2022

Net interest expense in 2023 decreased $26.1 million year-over-year to $111.8 million. Interest expense increased by
$9.9 million year-over-year, primarily related to non-cash interest charges on pension and other postemployment benefits
(see Note 12 to the consolidated financial statements). Interest income in 2023 increased $36.0 million year-over-year to
$106.7 million, primarily as a result of higher interest rates on cash balances. Looking ahead we expect net interest expense
to increase in 2024, primarily as a result of lower average cash balances resulting from the funding of the Flywheel Digital
purchase, with cash on-hand in January 2024, as well as the expectation of lower investing rates overall.

2022 vs. 2021

Net interest expense in 2022 decreased $71.2 million year-over-year to $137.9 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 $1.250 billion 3.625% Senior Notes due 2022, or 2022 Notes, which was partially offset by the issuance of the
2.60% Senior Notes due 2031 in May 2021, and the issuance of the £325 million 2.25% Senior Notes due 2033 in November 2021.
Interest expense for 2021 includes a loss of $26.6 million on the early redemption of the 2022 Notes. Interest income in 2022
increased $43.4 million to $70.7 million year-over-year, primarily as a result of higher interest rates on our cash balances and our
short-term investments.

Income Taxes

2023 vs. 2022

Our effective tax rate for 2023 decreased period-over-period to 26.3% from 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 discussed below. Looking ahead to 2024 we expect our tax rate to increase to 27%
primarily related to increases in the statutory rates of certain international markets.

The Inflation Reduction Act of 2022, or IRA, levies a 1% excise tax on net stock repurchases after December 31, 2022.

The excise tax is recorded as a cost of acquiring treasury stock and is not material. Additionally, the IRA imposes a 15%
corporate alternative minimum tax, or CAMT, for tax years beginning after December 31, 2022. The CAMT is not expected to
have a material impact on our results of operations or financial position.

Numerous foreign jurisdictions have enacted or are in the process of enacting legislation to adopt a minimum effective

tax rate described in the Global Anti-Base Erosion, or Pillar Two, model rules issued by the Organization for Economic
Co-operation and Development, or OECD. A minimum effective tax rate of 15% would apply to multinational companies with
consolidated revenue above €750 million.

Under the Pillar Two rules, a company would be required to determine a combined effective tax rate for all entities
located in a jurisdiction. If the jurisdictional effective tax rate determined under the Pillar Two is less than 15%, a top-up tax
will be due to bring the jurisdictional effective tax rate up to 15%. We are continuing to monitor the pending implementation
of Pillar Two by individual countries and the potential effects of Pillar Two on our business. We do not expect the provisions
effective in 2024 will have a materially adverse impact on our results of operations, financial position or cash flows.

2022 vs. 2021

Our effective tax rate for 2022 increased year-over-year to 28.1% from 24.6%. 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 well as an additional increase in income tax expense of $4.8 million related to the
disposition of our businesses in Russia. 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.

Net Income and Net Income Per Share - Omnicom Group, Inc.

2023 vs. 2022

Net income - Omnicom Group Inc. in 2023 increased $74.9 million to $1,391.4 million from $1,316.5 million. The
year-over-year increase is due to the factors described above. Diluted net income per share - Omnicom Group Inc. increased
to $6.91 in 2023, from $6.36 in 2022, due to the factors described above and the impact of the reduction in our weighted

average common shares outstanding resulting from the repurchases of our common stock, net of shares issued for stock option
exercises and the employee stock purchase plan during the year. For 2023, the net impact of the real estate repositioning
costs, gain on disposition of subsidiaries and acquisition transaction costs reduced net income - Omnicom Group Inc. by
$102.6 million and diluted net income per share - Omnicom Group Inc. by $0.50.

2022 vs. 2021

Net income - Omnicom Group Inc. in 2022 decreased $91.3 million to $1,316.5 million from $1,407.8 million in 2021.
The year-over-year decrease is due to the factors described above. Diluted net income per share - Omnicom Group Inc. decreased
to $6.36 in 2022, compared to $6.53 in 2021, due to the factors described above, partially offset by the impact of the reduction
in our weighted average common shares outstanding resulting from repurchases of our common stock, net of shares issued for
restricted stock awards, stock option exercises and the employee stock purchase plan during the year. 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.

NON-GAAP FINANCIAL MEASURES

We use certain non-GAAP financial measures in describing our performance. We use EBITA and EBITA Margin as
additional operating performance measures, which exclude the non-cash amortization expense of intangible assets (primarily
consisting of amortization of intangible assets arising from acquisitions). We define EBITA as earnings before interest, taxes,
and amortization of intangible assets, and EBITA margin as EBITA divided by revenue. We believe EBITA and EBITA Margin
are useful measures for investors to evaluate the performance of our business. Non-GAAP financial measures should not be
considered in isolation from, or as a substitute for, financial information presented in compliance with U.S. GAAP. Non-GAAP
financial measures reported by us may not be comparable to similarly titled amounts reported by other companies.

Reconciliation of Non-GAAP Financial Measures

The following table reconciles the U.S. GAAP financial measure of Net Income - Omnicom Group Inc. to EBITA and

EBITA Margin:

Net Income - Omnicom Group Inc.

Net Income Attributed To Noncontrolling Interests

Net Income

Income From Equity Method Investments
Income Tax Expense

Income Before Income Taxes and Income From Equity Method Investments

Interest Expense
Interest Income
Operating Income
Add back: Amortization of intangible assets
Earnings before interest, taxes, and amortization of intangible assets (“EBITA”) $

2023
1,391.4
81.8
1,473.2
5.2
524.9
1,992.9
218.5
106.7
2,104.7
80.3
2,185.0

Full Year
2022
1,316.5
87.3
1,403.8
5.2
546.8
1,945.4
208.6
70.7
2,083.3
80.3
2,163.6

2021
1,407.8
99.8
1,507.6
7.5
488.7
1,988.8
236.4
27.3
2,197.9
80.0
2,277.9

Revenue
EBITA
EBITA Margin %

LIQUIDITY AND CAPITAL RESOURCES

Cash Sources and Requirements

$ 14,692.2
2,185.0
$
14.9 %

$ 14,289.1
2,163.6
$
15.1 %

$ 14,289.4
2,277.9
$
15.9 %

Primary sources of short-term liquidity are net cash provided by operating activities and cash and cash equivalents.
Additional liquidity sources include our $2.5 billion unsecured multi-currency revolving credit facility, or Credit Facility, the
ability to issue up to $2 billion of U.S. Dollar denominated commercial paper and issue up to the equivalent of $500 million in
British Pounds or Euro under a Euro commercial paper program, and access to the capital markets. In June 2023, we amended
the Credit Facility to, among other things, extend its termination date to June 2, 2028, and transition the benchmark rate for
U.S. Dollar denominated loans from LIBOR to the Secured Overnight Financing Rate, or SOFR. In addition, certain of our
international subsidiaries have uncommitted credit lines that are guaranteed by Omnicom, aggregating $516.2 million. Our
liquidity sources fund our non-discretionary cash requirements and our discretionary spending.

Working capital, which we define as current assets minus current liabilities, is our principal non-discretionary funding
requirement. Our working capital cycle typically peaks during the second quarter of the year due to the timing of payments for
incentive compensation, income taxes and contingent purchase price obligations. In addition, we have contractual obligations
related to our long-term debt (principal and interest payments), recurring business operations, primarily related to lease
obligations, and acquisition related obligations. Our principal discretionary cash spending includes dividend payments to
common shareholders, capital expenditures, strategic acquisitions and repurchases of our common stock. On January 2, 2024,
we acquired Flywheel Digital for a net cash purchase price of approximately $845 million (see Note 5 to the consolidated
financial statements). We expect growth investment in Flywheel Digital and other technologies to increase our capital
expenditures for 2024 compared to the prior year, which we will fund from operating cash flow.

Cash and cash equivalents increased $150.2 million from December 31, 2022. The increase was composed of:

Net cash provided by operating activities - as reported
Plus: Decrease in operating capital

Principal cash sources

Sources

Uses

Capital expenditures
Dividends paid to common shareholders
Dividends paid to noncontrolling interest shareholders
Acquisition payments, including payment of contingent purchase price obligations and acquisition of

additional noncontrolling interests

Repurchases of common stock, net of proceeds from stock plans

Principal cash uses

Principal cash sources in excess of principal cash uses
Effect of foreign exchange rate changes on cash and cash equivalents
Other net financing and investing activities
Decrease in operating capital
Increase in cash and cash equivalents - as reported

1,421.9
462.9
1,884.8

(78.4)
(562.7)
(70.9)

(248.6)
(535.2)
(1,495.8)
389.0
37.0
187.1
(462.9)
150.2

Principal cash sources and principal cash uses are Non-GAAP liquidity measures. These amounts exclude changes in

operating capital and other investing and financing activities. This presentation reflects the metrics used by us to assess our sources
and uses of cash and was derived from our consolidated statement of cash flows. We believe that this presentation is meaningful
to understand the primary sources and uses of our cash flow and the effect on our cash and cash equivalents. Non-GAAP liquidity
measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with
U.S. GAAP. Non-GAAP liquidity measures as reported by us may not be comparable to similarly titled amounts reported by other
companies. Additional information regarding our cash flows can be found in our consolidated statement of cash flows and Note 16
to the consolidated financial statements.

At December 31, 2023, we have the following contractual obligations:

•

Outstanding fixed-rate debt maturing at various times with an aggregate principal amount of $5.7 billion, of which
$750 million is due in 2024. Depending on the conditions in the credit markets, we may refinance this debt, or we may
use cash from operations and temporarily access our Credit Facility or Term Loan Facility, to repay this debt. Future
interest payments on our debt total $716.7 million, of which $155.4 million is payable in 2024.

The liability for our operating and finance lease payments is $1,492.5 million, of which $309.3 million is due in 2024.

The obligation for our defined benefit pension plans is $224.3 million, and the liability for our postemployment
arrangements is $142.2 million. In 2023, we contributed $8.8 million to our defined benefit plans and paid $10.9 million
for our postemployment arrangements. We do not expect these payments to increase significantly in 2024.

The liability for contingent purchase price payments (earn-outs) is $229.5 million, of which $62.4 million is payable in
2024.

The remaining balance for the transition tax on accumulated foreign earnings imposed by the Tax Cut and Jobs
Act of 2017 is $68.9 million, of which $27.7 million is payable in 2024.

Based on past performance and current expectations, we believe that net cash provided by operating activities and cash
and cash equivalents will be sufficient to meet our non-discretionary cash requirements for the next twelve months. In addition,
and over the longer term, our Credit Facility and Term Loan Facility are available to fund our working capital and contractual
obligations.

Cash Management

Our regional treasury centers in North America, Europe and Asia manage our cash and liquidity. Each day, operations

with excess funds invest those funds with their regional treasury center. Likewise, operations that require funds borrow from
their regional treasury center. Treasury centers with excess cash invest on a short-term basis with third parties, with maturities
generally ranging from overnight to 90 days. Certain treasury centers have notional pooling arrangements that are used to
manage their cash and set-off foreign exchange imbalances. The arrangements require each treasury center to have its own
notional pool account and to maintain a notional positive account balance. Additionally, under the terms of the arrangement,
set-off of foreign exchange positions are limited to the long and short positions within their own account. To the extent that
our treasury centers require liquidity, they have the ability to issue up to a total of $2 billion of U.S. Dollar-denominated
commercial paper and issue up to the equivalent of $500 million in British Pounds or Euro under a Euro commercial paper
program, or borrow under the Credit Facility or the uncommitted credit lines. This process enables us to manage our debt
more efficiently and utilize our cash more effectively, as well as manage our risk to foreign exchange rate imbalances. In
countries where we either do not conduct treasury operations or it is not feasible for one of our treasury centers to fund net
borrowing requirements on an intercompany basis, we arrange for local currency uncommitted credit lines. We have a policy
governing counterparty credit risk with financial institutions that hold our cash and cash equivalents, and we have deposit
limits for each institution. In countries where we conduct treasury operations, generally the counterparties are either branches
or subsidiaries of institutions that are party to the Credit Facility. These institutions generally have credit ratings equal to or
better than our credit ratings. In countries where we do not conduct treasury operations, all cash and cash equivalents are held
by counterparties that meet specific minimum credit standards.

At December 31, 2023, our foreign subsidiaries held approximately $2.2 billion of our total cash and cash equivalents of

$4.4 billion. Substantially all of the cash is available to us, net of any foreign withholding taxes payable upon repatriation to
the United States.

Our net debt position as of December 31, 2023, which we define as total debt, including short-term debt, less cash and
cash equivalents and short-term investments decreased $33.1 million to $1.2 billion from December 31, 2022. The decrease
in net debt primarily resulted from an increase in cash from net cash provided by operating activities of $1.4 billion, and the
proceeds from the disposition of subsidiaries and other investing activities of $190 million, which is included in net cash
provided by investing activities. These increases were substantially offset by our discretionary spending of $1.5 billion,
primarily consisting of our financing and acquisition activities. In addition, the net effect of foreign exchange rate changes on
cash and cash equivalents and on our foreign currency denominated debt increased net debt by $21.1 million.

Net debt:

Short-term debt
Long-term debt, including current portion
Total debt
Less: Cash and cash equivalents and short-term investments
Net debt

December 31,

2023

2022

10.9
5,639.6
5,650.5
4,432.0
1,218.5

16.9
5,577.2
5,594.1
4,342.5
1,251.6

Net debt is a Non-GAAP liquidity measure. This presentation, together with the comparable U.S. GAAP liquidity

measures, reflects one of the key metrics used by us to assess our cash management. Non-GAAP liquidity measures
should not be considered in isolation from, or as a substitute for, financial information presented in compliance with
U.S. GAAP. Non-GAAP liquidity measures as reported by us may not be comparable to similarly titled amounts reported by
other companies.

Debt Instruments and Related Covenants

Our 2.45% Senior Notes due 2030, 4.20% Senior Notes due 2030 and 2.60% Senior Notes due 2031 are senior unsecured

obligations of Omnicom that rank equal in right of payment with all existing and future unsecured senior indebtedness.

Omnicom and its wholly owned finance subsidiary, Omnicom Capital Inc., or OCI, are co-obligors under the 3.65%

Senior Notes due 2024 and the 3.60% Senior Notes due 2026. These notes are a joint and several liability of Omnicom and
OCI, and Omnicom unconditionally guarantees OCI’s obligations with respect to the notes. OCI provides funding for our
operations by incurring debt and lending the proceeds to our operating subsidiaries. OCI’s assets primarily consist of cash and
cash equivalents and intercompany loans made to our operating subsidiaries, and the related interest receivable. There are no
restrictions on the ability of OCI or Omnicom to obtain funds from our subsidiaries through dividends, loans or advances.
Such notes are senior unsecured obligations that rank equal in right of payment with all existing and future unsecured senior
indebtedness.

Omnicom and OCI have, jointly and severally, fully and unconditionally guaranteed the obligations of Omnicom Finance

Holdings plc, or OFH, a U.K.-based wholly owned subsidiary of Omnicom, with respect to the €500 million 0.80% Senior
Notes due 2027 and the €500 million 1.40% Senior Notes due 2031, collectively the Euro Notes. OFH’s assets consist of
its investments in several wholly owned finance companies that function as treasury centers, providing funding for various
operating companies in Europe, Australia and other countries in the Asia-Pacific region. The finance companies’ assets
consist of cash and cash equivalents and intercompany loans that they make or have made to the operating companies in
their respective regions and the related interest receivable. There are no restrictions on the ability of Omnicom, OCI or OFH
to obtain funds from their subsidiaries through dividends, loans or advances. The Euro Notes and the related guarantees are
senior unsecured obligations that rank equal in right of payment with all existing and future unsecured senior indebtedness of
OFH and each of Omnicom and OCI, respectively.

Omnicom has fully and unconditionally guaranteed the obligations of Omnicom Capital Holdings plc, or OCH, a
U.K.-based wholly owned subsidiary of Omnicom, with respect to the Sterling Notes. OCH’s assets consist of its investments
in several wholly owned finance companies that function as treasury centers, providing funding for various operating
companies in EMEA, Australia and other countries in the Asia-Pacific region. The finance companies’ assets consist of cash
and cash equivalents and intercompany loans that they make or have made to the operating companies in their respective
regions and the related interest receivable. There are no restrictions on the ability of Omnicom or OCH to obtain funds from
their subsidiaries through dividends, loans or advances. The Sterling Notes and the related guarantee are senior unsecured
obligations that rank equal in right of payment with all existing and future unsecured senior indebtedness of OCH and
Omnicom, respectively.

The Credit Facility contains a financial covenant that requires us to maintain a Leverage Ratio of consolidated indebtedness to

consolidated EBITDA (earnings before interest, taxes, depreciation, amortization and non-cash charges) of no more than 3.5 times for
the most recently ended 12-month period. At December 31, 2023, we were in compliance with this covenant as our Leverage Ratio
was 2.3 times. Neither the Credit Facility nor the Term Loan Facility limits our ability to declare or pay dividends or repurchase our
common stock.

At December 31, 2023, our long-term and short-term debt was rated BBB+ and A2 by S&P and Baa1 and P2 by
Moody’s. Our access to the commercial paper market and the cost of these borrowings are affected by market conditions and
our credit ratings. The long-term debt indentures, Credit Facility and Term Loan Facility do not contain provisions that require
acceleration of cash payments in the event of a downgrade in our credit ratings.

Credit Markets and Availability of Credit

In light of the uncertainty of future economic conditions, we will continue to take actions available to us to respond to

changing economic conditions and will continue to manage our discretionary expenditures. We will also continue to monitor
and manage the level of credit made available to our clients. We believe that these actions, in addition to the availability of
our Credit Facility and Term Loan Facility, are sufficient to fund our near-term working capital needs and our discretionary
spending. Information regarding our Credit Facility and Term Loan Facility is provided in Note 7 to the consolidated financial
statements.

We have the ability to fund our day-to-day liquidity, including working capital, by issuing commercial paper or
borrowing under the Credit Facility and Term Loan Facility. During 2021 and 2022, we did not issue commercial paper. For
the year ended December 31, 2023, the maximum amount of commercial paper issued was $200 million, the average amount
outstanding was $5.1 million, the average days outstanding were 1.7 days, and the weighted average interest rate was 5.24%.

We may issue commercial paper to fund our day-to-day liquidity when needed. However, disruptions in the credit markets

may lead to periods of illiquidity in the commercial paper market and higher credit spreads. To mitigate any disruption in the
credit markets and to fund our liquidity, we may borrow under the Credit Facility and Term Loan Facility or the uncommitted
credit lines or access the capital markets if favorable conditions exist. We will continue to monitor closely our liquidity and

conditions in the credit markets. We cannot predict with any certainty the impact on us of any disruptions in the credit markets.
In such circumstances, we may need to obtain additional financing to fund our day-to-day working capital requirements. Such
additional financing may not be available on favorable terms, or at all.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

We manage our exposure to foreign exchange rate risk and interest rate risk through various strategies, including the

use of derivative financial instruments. We use net investment hedges to manage the volatility of foreign exchange rates on
the investment in our foreign subsidiaries. We may use forward foreign exchange contracts as economic hedges to manage
the cash flow volatility arising from foreign exchange rate fluctuations. We do not use derivatives for trading or speculative
purposes. Using derivatives exposes us to the risk that counterparties to the derivative contracts will fail to meet their
contractual obligations. We manage that risk through careful selection and ongoing evaluation of the counterparty financial
institutions based on specific minimum credit standards and other factors.

We evaluate the effects of changes in foreign currency exchange rates, interest rates and other relevant market risks on
our derivatives. We periodically determine the potential loss from market risk on our derivatives by performing a value-at-risk,
or VaR, analysis. VaR is a statistical model that uses historical currency exchange rate data to measure the potential impact on
future earnings of our derivative financial instruments assuming normal market conditions. The VaR model is not intended to
represent actual losses but is used as a risk estimation and management tool. 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, 2023
was not significant.

Foreign Currency Exchange Risk

In 2023, our international operations represented approximately 49% of our revenue. Changes in the value of foreign
currencies against the U.S. Dollar affect our results of operations and financial position. For the most part, because the revenue
and expenses of our foreign operations are denominated in the same local currency, the economic impact on operating margin
is minimized. The effects of foreign currency exchange transactions on our results of operations are discussed in Note 2 to the
consolidated financial statements.

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

Our agencies transact business in more than 50 different currencies. As an integral part of our global treasury operations,
we centralize our cash and use notional multicurrency pools to manage the foreign currency exchange risk that arises from
imbalances between subsidiaries and their respective treasury centers. In addition, there are circumstances where revenue
and expense transactions are not denominated in the same currency. In these instances, amounts are either promptly settled
or hedged with forward foreign exchange contracts. To manage this risk, at December 31, 2022, we had outstanding forward
foreign exchange contracts with an aggregate notional amount of $40.3 million. The net fair value of the forward foreign
contracts at December 31, 2022, was not material (see Note 22 to the consolidated financial statements). There were no
outstanding forward foreign exchange contracts at December 31, 2023.

Foreign currency derivatives are designated as economic hedges; therefore, any gain or loss in fair value incurred on
those instruments is generally offset by decreases or increases in the fair value of the underlying exposure. By using these
financial instruments, we reduce financial risk of adverse foreign exchange changes by foregoing any gain which might occur
if the markets move favorably. The terms of our forward foreign exchange contracts are generally less than 90 days.

We have fixed-to-fixed cross currency swaps with a notional value of $150 million that hedge a portion of the net
investment in our Japanese subsidiaries against volatility in the Yen/U.S. Dollar exchange rate. 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. Changes in the
fair value of the swaps are recognized in foreign currency translation and are reported in accumulated other comprehensive
income (loss), or AOCI. Any gain or loss will remain in AOCI until the complete or substantially complete liquidation of our
investment in the underlying operations. We have elected to assess the effectiveness of our net investment hedges based on
changes in spot exchange rates. We receive net fixed U.S. Dollar interest payments. In 2023 and 2022, we recorded a reduction
of interest expense of $6.6 million and $1.2 million, respectively. At December 31, 2023 and 2022, the liability for the swap
fair value was $6.6 million and $16.5 million, respectively, and was recorded in long-term liabilities.

Interest Rate Risk

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

fixed rate and floating rate debt. There were no interest rate swaps in 2023 and 2022. Long-term debt at December 31, 2023
and 2022 consisted entirely of fixed-rate debt.

Credit Risk

We provide advertising, marketing and corporate communications services to several thousand clients that operate in nearly

every sector of the global economy, and we grant credit to qualified clients in the normal course of business. Due to the diversified
nature of our client base, we do not believe that we are exposed to a concentration of credit risk as our largest client represented
3.0% of revenue in 2023. However, during periods of economic downturn, the credit profiles of our clients could change.

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

While we use various methods 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, these may be
insufficient, less available, or unavailable during a severe economic downturn.

Item 8. Financial Statements and Supplementary Data

See Item 15, “Exhibits, Financial Statement Schedules.”

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

We maintain disclosure controls and procedures designed to ensure that information required to be disclosed in reports

we file with the SEC is recorded, processed, summarized and reported within applicable time periods. Disclosure controls and
procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed
by us in the reports we file or submit under the Securities Exchange Act of 1934, as amended, or the Exchange Act, is
accumulated and communicated to management, including our Chief Executive Officer, or CEO, and Chief Financial Officer,
or CFO, as appropriate to allow timely decisions regarding required disclosure. Management, including our CEO and CFO,
conducted an evaluation of the effectiveness of our disclosure controls and procedures as of December 31, 2023. Based on that
evaluation, our CEO and CFO concluded that, as of December 31, 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, 2023 are appropriate.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as
such term is defined in Exchange Act Rule 13a-15(f). Management, with the participation of our CEO, CFO and our agencies,
conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal
Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Based on that evaluation, our CEO and CFO concluded that our internal control over financial reporting was effective as of
December 31, 2023. There have not been any changes in our internal control over financial reporting during our most recent fiscal
quarter that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

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, 2023, dated February 7, 2024, which is included on page F-2 of this 2023 Form 10-K.

Item 9B. Other Information

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.

Item 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections

Not applicable.

Item 10. Directors, Executive Officers and Corporate Governance

PART III

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, 2023, in connection with the solicitation of proxies for our 2024 annual
meeting of shareholders (the “2024 Proxy Statement”) and is incorporated herein by reference.

Item 11. Executive Compensation

The information required by this Item will be included in the 2024 Proxy Statement and is incorporated herein by

reference.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by this Item will be included in the 2024 Proxy Statement and is incorporated herein by

reference.

Item 13. Certain Relationships and Related Transactions, and Director Independence

The information required by this Item will be included in the 2024 Proxy Statement and is incorporated herein by

reference.

Item 14. Principal Accountant Fees and Services

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

The information required by this Item will be included in the 2024 Proxy Statement and is incorporated herein by

reference.

Item 15. Exhibit and Financial Statement Schedules

PART IV

(a)(1)

(a)(2)

Financial Statements:
Management Report on Internal Control Over Financial Reporting
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets at December 31, 2023 and 2022
Consolidated Statements of Income for the Three Years Ended December 31, 2023
Consolidated Statements of Comprehensive Income for the Three Years Ended December 31, 2023
Consolidated Statements of Equity for the Three Years Ended December 31, 2023
Consolidated Statements of Cash Flows for the Three Years Ended December 31, 2023
Notes to Consolidated Financial Statements
Financial Statement Schedules:
Schedule II - Valuation and Qualifying Accounts for the Three Years Ended December 31, 2023
All other schedules are omitted because they are not applicable.

Page
F-1
F-2
F-4
F-5
F-6
F-7
F-8
F-9

S-1

(a)(3)
Exhibit
Number

3(i)

3(ii)

4.1

4.2

4.3

4.4

4.5

4.6

4.7

4.8

4.9

4.10

4.11

4.12

4.13

4.14

4.15

Exhibits:

Description

Restated Certificate of Incorporation of Omnicom Group Inc. (Exhibit 3.1 to our Quarterly Report on Form 10-Q
(File No. 1-10551) for the quarter ended September 30, 2011 and incorporated herein by reference).
By-laws of Omnicom Group Inc., as amended and restated on December 11, 2018 (Exhibit 3.1 to our Current
Report on Form 8-K (File No. 1-10551) dated December 14, 2018 and incorporated herein by reference).
Base Indenture, dated as of October 29, 2014, among Omnicom Group Inc., Omnicom Capital Inc. and Deutsche
Bank Trust Company Americas, as trustee (“2014 Base Indenture”), (Exhibit 4.1 to our Current Report on Form 8-K
(File No. 1-10551) dated October 29, 2014 (“October 29, 2014 8-K”) and incorporated herein by reference).
First Supplemental Indenture to the 2014 Base Indenture, dated as of October 29, 2014, among Omnicom Group
Inc., Omnicom Capital Inc. and Deutsche Bank Trust Company Americas, as trustee, in connection with the
issuance of $750 million 3.65% Senior Notes due 2024 (Exhibit 4.2 to the October 29, 2014 8-K and incorporated
herein by reference).
Form of 3.65% Notes due 2024 (included in Exhibit 4.2 to the October 29, 2014 8-K and incorporated herein by
reference).
Second Supplemental Indenture to the 2014 Base Indenture, dated as of April 6, 2016, among Omnicom
Group Inc., Omnicom Capital Inc. and Deutsche Bank Trust Company Americas, as trustee, in connection with
the issuance of $1.4 billion 3.60% Senior Notes due 2026 (Exhibit 4.1 to our Current Report on Form 8-K
(File No. 1-10551) dated April 6, 2016 (“April 6, 2016 8-K”) and incorporated herein by reference).
Form of 3.60% Notes due 2026 (included in Exhibit 4.1 to the April 6, 2016 8-K and incorporated herein by
reference).
Base Indenture, dated as of July 8, 2019, among Omnicom Finance Holdings plc, as issuer, Omnicom Group Inc.
and Omnicom Capital Inc., as guarantors, and Deutsche Bank Trust Company Americas, as trustee (“2019 Base
Indenture”), (Exhibit 4.1 to our Current Report on Form 8-K (File No. 1-10551) dated July 8, 2019 (“July 8, 2019
8-K”) and incorporated herein by reference).
First Supplemental Indenture to the 2019 Base Indenture, dated as of July 8, 2019, among Omnicom Finance
Holdings plc, as issuer, Omnicom Group Inc. and Omnicom Capital Inc., as guarantors, and Deutsche Bank Trust
Company Americas, as trustee, in connection with the issuance of €500 million aggregate principal amount of
Senior Notes due 2027 and €500 million aggregate principal amount of Senior Notes due 2031 (Exhibit 4.2 to the
July 8, 2019 8-K and incorporated herein by reference).
Form of 0.80% Notes due 2027 (included in Exhibit 4.2 to the July 8, 2019 8-K and incorporated herein by
reference).
Form of 1.40% Notes due 2031 (included in Exhibit 4.2 to the July 8, 2019 8-K and incorporated herein by
reference).
Base Indenture, dated as of February 21, 2020, among Omnicom Group Inc., as issuer, and Deutsche Bank
Trust Company Americas, as trustee (“2020 Base Indenture”) (Exhibit 4.1 to our Current Report on Form 8-K
(File No. 1-10551) filed on February 21, 2020 (“February 21, 2020 8-K”) and incorporated herein by reference).
First Supplemental Indenture to the 2020 Base Indenture, dated as of February 21, 2020, among Omnicom
Group Inc., as issuer, and Deutsche Bank Trust Company Americas, as trustee, in connection with the issuance of
$600 million 2.450% Senior Notes due 2030 (Exhibit 4.2 to the February 21, 2020 8-K and incorporated herein by
reference).
Form of 2.450% Notes due 2030 (Included in Exhibit 4.2 to the February 21, 2020 8-K and incorporated herein by
reference).
Second Supplemental Indenture to the 2020 Base Indenture, dated as of April 1, 2020, among Omnicom Group
Inc., as issuer, and Deutsche Bank Trust Company Americas, as trustee, in connection with the issuance of
$600 million 4.200% Senior Notes due 2030 (Exhibit 4.1 to our Current Report on Form 8-K (File No. 1-10551)
filed on April 1, 2020 (“April 1, 2020 8-K”) and incorporated herein by reference).
Form of 4.200% Notes due 2030 (Included in Exhibit 4.1 to the April 1, 2020 8-K and incorporated herein by
reference).
Third Supplemental Indenture to the 2020 Base Indenture, dated as of April 28, 2021, among Omnicom Group
Inc., as issuer, and Deutsche Bank Trust Company Americas, as trustee, in connection with the issuance of
$800 million 2.600% Senior Notes due 2031 (Exhibit 4.1 to our Current Report on Form 8-K (File No. 1-10551)
filed on May 3, 2021 (the “May 3, 2021 8-K”) and incorporated herein by reference).

Exhibit
Number

Description

4.16

4.17

4.18

4.19

4.20

10.1

10.2

10.3

10.4

10.5

10.6
10.7

10.8

10.9

10.10

10.11

10.12

Form of 2.600% Notes due 2031 (Included in Exhibit 4.1 to the May 3, 2021 8-K and incorporated herein by
reference).
Base Indenture, dated as of November 22, 2021, among Omnicom Capital Holdings plc, as issuer, Omnicom
Group Inc., as guarantor, and Deutsche Bank Trust Company Americas, as trustee (“2021 Base Indenture”),
(Exhibit 4.1 to our Current Report on Form 8-K (File No. 1-10551) filed on November 22, 2021 (“November 22,
2021 8-K”) and incorporated herein by reference).
First Supplemental Indenture to the 2021 Base Indenture, dated as of November 22, 2021, among Omnicom
Capital Holdings plc, as issuer, Omnicom Group Inc., as guarantor, and Deutsche Bank Trust Company Americas,
as trustee, in connection with the issuance of £325 million aggregate principal amount of 2.250% Senior Notes
due 2033 (Exhibit 4.2 to the November 22, 2021 8-K) and incorporated herein by reference).
Form of 2.250% Senior Notes due 2033 (Included in Exhibit 4.2 to the November 22, 2021 8-K and incorporated
herein by reference).
Description of Securities (Exhibit 4.20 to our Annual Report on Form 10-K (File No. 1-10551) for the year ended
December 31, 2021 and incorporated herein by reference).
Third Amended and Restated Five Year Credit Agreement, dated as of 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) dated
June 5, 2023 and incorporated herein by reference).
Delayed Draw Term Loan Agreement, dated as of January 3, 2024, among Omnicom Capital Inc., a Connecticut
corporation, Omnicom Group Inc., a New York corporation, the initial lenders named therein, Citibank, N.A.,
BofA Securities, Inc., Barclays Bank PLC, BNP Paribas Securities Corp., Deutsche Bank Securities Inc., HSBC
Securities (USA), Inc., JPMorgan Chase Bank, N.A., 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, 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) dated January 5, 2024 and incorporated herein by
reference).
Director Compensation and Director Compensation and Deferred Stock Program Stock Program (Exhibit 10.1 to
our Quarterly Report on Form 10-Q (File No. 1-10551) for the quarter ended March 31, 2020 (“March 31, 2020
10-Q”) and incorporated herein by reference).
Standard form of our Executive Salary Continuation Plan Agreement (Exhibit 10.5 to our Annual Report on
Form 10-K (File No. 1-10551) for the year ended December 31, 2012 and incorporated herein by reference).
Standard form of the Director Indemnification Agreement (Exhibit 10.25 to our Annual Report on Form 10-K
(File No. 1-10551) for the year ended December 31, 1989 and incorporated herein by reference).
Senior Management Incentive Plan as amended and restated on December 12, 2023.
Omnicom Group Inc. SERCR Plan (Exhibit 10.10 to our Annual Report on Form 10-K (File No. 1-10551) for the
year ended December 31, 2011 and incorporated herein by reference).
Form of Award Agreement under the Omnicom Group Inc. SERCR Plan (Exhibit 10.2 to our Current Report on
Form 8-K (File No. 1-10551) dated December 13, 2006 and incorporated herein by reference).
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).
Restricted Stock Unit Deferred Compensation Plan (Exhibit 10.16 to our Annual Report on Form 10-K (File
No. 1-10551) for the year ended December 31, 2008 (the “2008 10-K”) and incorporated herein by reference).
Restricted Stock Deferred Compensation Plan (Exhibit 10.17 to the 2008 10-K and incorporated herein by
reference).
Amendment No. 1 to the Restricted Stock Deferred Compensation Plan (Exhibit 10.18 to the 2008 10-K and
incorporated herein by reference).

Exhibit
Number

10.13

10.14

10.15

10.16

10.17

10.18

10.19

10.20

10.21

10.22

10.23

10.24

21
23
31.1

31.2

97
101.INS

Description

Amendment No. 2 to the Restricted Stock Deferred Compensation Plan (Exhibit 10.19 to the 2008 10-K and
incorporated herein by reference).
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).
Form of Grant Notice and Restricted Stock Agreement (Exhibit 10.21 to 2010 10-K and incorporated herein by
reference).
Form of Grant Notice and Restricted Stock Unit Agreement (Exhibit 10.22 to 2010 10-K and incorporated herein
by reference).
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).
Omnicom Group Inc. 2013 Incentive Award Plan (Appendix A to our Proxy Statement (File No. 1-10551) filed on
April 11, 2013 and incorporated herein by reference).
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).
Omnicom Group Inc. 2021 Incentive Award Plan (incorporated by reference to our Definitive Proxy Statement on
Schedule 14A, filed on March 25, 2021).
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).
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).
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).
Rochelle Tarlowe employment letter (Exhibit 10.3 to the March 31, 2020 10-Q and incorporated herein by
reference).
Subsidiaries of the Registrant.
Consent of KPMG LLP.
Certification of Chairman and Chief Executive Officer required by Rule 13a-14(a) under the Securities
Exchange Act of 1934, as amended.
Certification of Executive Vice President and Chief Financial Officer required by Rule 13a-14(a) under the
Securities Exchange Act of 1934, as amended.
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 1350.
Omnicom Group Inc. Clawback Policy
Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its
XBRL tags are embedded within the Inline XBRL document)

101.SCH Inline XBRL Taxonomy Extension Schema Document
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document
104

Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

Item 16. Form 10-K Summary

None.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly

caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

SIGNATURES

February 7, 2024

OmnicOm GrOup inc.

BY:

/s/ Philip J. Angelastro
Philip J. Angelastro
Executive Vice President and Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the

following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature

/s/ John D. Wren
John D. Wren

Title

Chairman and Chief Executive Officer and Director
(Principal Executive Officer)

Date

February 7, 2024

/s/ Philip J. Angelastro
Philip J. Angelastro

Executive Vice President and Chief Financial Officer
(Principal Financial Officer)

February 7, 2024

/s/ Andrew L. Castellaneta
Andrew L. Castellaneta

Senior Vice President, Chief Accounting Officer
(Principal Accounting Officer)

/s/ Mary C. Choksi
Mary C. Choksi

/s/ Leonard S. Coleman, jr.
Leonard S. Coleman, Jr.

/s/ Mark D. Gerstein
Mark D. Gerstein

/s/ Ronnie S. Hawkins
Ronnie S. Hawkins

/s/ Deborah J. Kissire
Deborah J. Kissire

/s/ Gracia C. Martore
Gracia C. Martore

/s/ Patricia Salas Pineda
Patricia Salas Pineda

/s/ Linda Johnson Rice
Linda Johnson Rice

/s/ Cassandra Santos
Cassandra Santos

/s/ Valerie M. Williams
Valerie M. Williams

Director

MANAGEMENT REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Management is responsible for the preparation of the consolidated financial statements and related information of
Omnicom Group Inc., or Omnicom. Management uses its best judgment to ensure that the consolidated financial statements
present fairly, in all material respects, Omnicom’s consolidated financial position and results of operations in conformity with
generally accepted accounting principles in the United States.

The financial statements have been audited by an independent registered public accounting firm in accordance with the
standards of the Public Company Accounting Oversight Board. Their report expresses the independent accountant’s judgment
as to the fairness of management’s reported financial position, results of operations and cash flows. This judgment is based on
the procedures described in the fourth and fifth paragraphs of their report.

Omnicom management is responsible for establishing and maintaining adequate internal control over financial reporting,
as such term is defined in Securities Exchange Act Rule 13a-15(f). Management, with the participation of our Chief Executive
Officer, or CEO, Chief Financial Officer, or CFO, and our agencies, conducted an evaluation of the effectiveness of our
internal control over financial reporting based on the framework in Internal Control - Integrated Framework (2013) issued
by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that evaluation, our CEO and CFO
concluded that our internal control over financial reporting was effective as of December 31, 2023. There have not been any
changes in our internal control over financial reporting during our fourth fiscal quarter that have materially affected or are
reasonably likely to affect our internal control over financial reporting.

The Board of Directors of Omnicom has an Audit Committee comprised of five independent directors. The Audit
Committee meets periodically with financial management, Internal Audit and the independent auditors to review accounting,
control, audit and financial reporting matters.

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors
Omnicom Group Inc.:

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

We have audited the accompanying consolidated balance sheets of Omnicom Group Inc. and subsidiaries (the Company)

as of December 31, 2023 and 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, 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, 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, 2023 and 2022, and the results of its operations and its cash flows for each of
the years in the three-year period ended December 31, 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, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee
of Sponsoring Organizations of the Treadway Commission.

Basis for Opinions

The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal

control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting,
included in the accompanying Management Report on Internal Control Over Financial Reporting. Our responsibility is to
express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control
over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting
Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with
the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the
PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and

perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material
misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in
all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material
misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond
to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the
consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates
made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of
internal control over financial reporting included obtaining an understanding of internal control over financial reporting,
assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal
control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in
the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding

the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and
procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions
and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary
to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts
and expenditures of the company are being made only in accordance with authorizations of management and directors of the
company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company’s assets that could have a material effect on the financial statements.

F-2

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated
financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to
accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging,
subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on
the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below,
providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Evaluation of the sufficiency of audit evidence over revenue recognition

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 Asia-Pacific regions. Consolidated revenues across all disciplines
and geographic markets was $14,692.2 million for the year-ended December 31, 2023.

We identified the evaluation of the sufficiency of audit evidence over revenue recognition as a critical audit matter.
Revenue is recognized from contracts with customers that are based on statements of work which are typically separately
negotiated with the client at a local agency level and local agencies execute tens of thousands of contracts per year.
Evaluating the sufficiency of audit evidence obtained required a high degree of auditor judgment because of the volume
of contracts entered into across the networks and agencies for which revenue was recorded. This included selecting the
locations where testing would be performed and the supervision and review of procedures performed at those locations.

The following are the primary procedures we performed to address this critical audit matter. We applied auditor judgment
to determine the scope of agencies at which we performed audit procedures and the nature and extent of the procedures
performed at each location. At each agency where procedures over revenue were performed, we (1) evaluated the
design and tested the operating effectiveness of certain internal controls over revenue recognition, including controls
to check that local agencies recorded revenue in accordance with the Company’s accounting policies and billings were
recorded and presented in accordance with client agreements, (2) examined a selection of contracts and assessed that the
Company’s accounting policies were applied consistently and accurately, and (3) assessed the recording of revenue by
selecting certain transactions and comparing the amounts recognized for consistency with the underlying documentation
including contracts with customers. We evaluated the sufficiency of audit evidence obtained by assessing the results of
procedures performed over revenue recognition.

/s/ KPMG LLP

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

New York, New York
February 7, 2024

F-3

OMNICOM GROUP INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In millions, except per share amounts)

ASSETS
Current Assets:

Cash and cash equivalents
Short-term investments
Accounts receivable, net of allowance for doubtful accounts of $17.2 and $24.7
Work in process
Other current assets

Total Current Assets

Property and Equipment at cost, less accumulated depreciation of $1,150.4 and $1,167.5
Operating Lease Right-Of-Use Assets
Equity Method Investments
Goodwill
Intangible Assets, net of accumulated amortization of $863.6 and $819.9
Other Assets

TOTAL ASSETS

LIABILITIES AND EQUITY
Current Liabilities:
Accounts payable
Customer advances
Current portion of debt
Short-term debt
Taxes payable
Other current liabilities

Total Current Liabilities

Long-Term Liabilities
Long-Term Liability - Operating Leases
Long-Term Debt
Deferred Tax Liabilities
Commitments and Contingent Liabilities (Note 20)
Temporary Equity - Redeemable Noncontrolling Interests
Equity:

Shareholders’ Equity:

Preferred stock, $1.00 par value, 7.5 million shares authorized, none issued
Common stock, $0.15 par value, 1.0 billion shares authorized, 297.2 million shares issued,

198.0 million and 202.7 million shares outstanding

Additional paid-in capital
Retained earnings
Accumulated other comprehensive income (loss)
Treasury stock, at cost, 99.2 million and 94.5 million shares

Total Shareholders’ Equity

Noncontrolling interests
Total Equity

TOTAL LIABILITIES AND EQUITY

December 31,

2023

2022

$ 4,432.0 $ 4,281.8
60.7
8,097.1
1,254.6
918.8
14,613.0
900.1
1,165.0
66.2
9,734.3
313.4
210.5
$ 28,044.6 $ 27,002.5

—
8,659.8
1,342.5
949.9
15,384.2
874.9
1,046.4
66.4
10,082.3
366.9
223.5

$ 11,634.0 $ 11,000.2
1,492.3
—
16.9
300.0
2,243.4
15,052.8
837.5
900.0
5,577.2
475.7

1,356.2
750.5
10.9
351.6
2,142.8
16,246.0
887.7
853.0
4,889.1
529.1

414.6

382.9

—

44.6
492.0
10,571.5
(1,337.6)
(6,154.2)
3,616.3
608.8
4,225.1

44.6
571.1
9,739.3
(1,437.9)
(5,665.0)
3,252.1
524.3
3,776.4
$ 28,044.6 $ 27,002.5

The accompanying notes to the consolidated financial statements are an integral part of these statements.

F-4

OMNICOM GROUP INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(In millions, except per share amounts)

Revenue
Operating Expenses:

Salary and service costs
Occupancy and other costs
Real estate and other repositioning costs
Charges arising from the effects of the war in Ukraine
Gain on disposition of subsidiary

Cost of services

Selling, general and administrative expenses
Depreciation and amortization

Total Operating Expenses
Operating Income
Interest Expense
Interest Income
Income Before Income Taxes and Income From Equity Method Investments
Income Tax Expense
Income From Equity Method Investments
Net Income
Net Income Attributed To Noncontrolling Interests
Net Income - Omnicom Group Inc.

Year Ended December 31,
2022
$ 14,692.2 $ 14,289.1 $ 14,289.4

2023

2021

10,701.2
1,168.8
191.5
—
(78.8)
11,982.7
393.7
211.1
12,587.5
2,104.7
218.5
106.7
1,992.9
524.9
5.2
1,473.2
81.8

10,402.0
1,148.2
—
—
(50.5)
11,499.7
379.7
212.1
12,091.5
2,197.9
236.4
27.3
1,988.8
488.7
7.5
1,507.6
99.8
$ 1,391.4 $ 1,316.5 $ 1,407.8

10,325.9
1,168.6
—
113.4
—
11,607.9
378.5
219.4
12,205.8
2,083.3
208.6
70.7
1,945.4
546.8
5.2
1,403.8
87.3

Net Income Per Share - Omnicom Group Inc.:

Basic
Diluted

$
$

6.98 $
6.91 $

6.40 $
6.36 $

6.57
6.53

The accompanying notes to the consolidated financial statements are an integral part of these statements.

F-5

OMNICOM GROUP INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In millions)

Net Income
Other Comprehensive Income (Loss):

Cash flow hedge:

Amortization of loss included in interest expense
Income tax effect

Cash flow hedge, net of tax
Defined benefit pension plans and postemployment arrangements:

Unrecognized actuarial gains (losses) and prior service cost for the period
Amortization of prior service cost and actuarial (gains) losses
Income tax effect

Defined benefit plans and postemployment arrangements, net of tax
Foreign currency translation adjustment

Other Comprehensive Income (Loss)
Comprehensive Income
Comprehensive Income Attributed To Noncontrolling Interests
Comprehensive Income - Omnicom Group Inc.

Year Ended December 31,
2022
$ 1,473.2 $ 1,403.8 $ 1,507.6

2023

2021

5.6
(1.6)
4.0

(6.8)
4.8
0.6
(1.4)
98.9
101.5
1,574.7
83.0

28.3
18.1
(13.6)
32.8
(92.2)
(55.4)
1,452.2
82.9
$ 1,491.7 $ 1,130.9 $ 1,369.3

58.4
10.7
(20.0)
49.1
(255.2)
(202.1)
1,201.7
70.8

The accompanying notes to the consolidated financial statements are an integral part of these statements.

F-6

OMNICOM GROUP INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EQUITY
(In millions, except per share amounts)

Common Stock, shares

Common Stock, par value
Additional Paid-in Capital:

Beginning balance
Net change in noncontrolling interests
Change in temporary equity
Share-based compensation
Common stock issued, share-based compensation
Ending balance
Retained Earnings:
Beginning balance
Net income
Common stock dividends declared
Ending balance

Accumulated Other Comprehensive Income (Loss):

Beginning balance
Other comprehensive income (loss)
Ending balance

Treasury Stock:

Beginning balance
Common stock issued, share-based compensation
Common stock repurchased
Ending balance
Shareholders’ Equity
Noncontrolling Interests:

Beginning balance
Net income
Other comprehensive income (loss)
Dividends to noncontrolling interests
Net change in noncontrolling interests
Increase in noncontrolling interests from business combinations
Ending balance

Total Equity

Year Ended December 31,
2022

2021

2023

297.2

44.6 $

44.6

571.1
(88.1)
(27.2)
84.8
(48.6)
492.0

622.0
(17.1)
(49.9)
81.7
(65.6)
571.1

9,739.3
1,391.4
(559.2)
10,571.5

8,998.8
1,316.5
(576.0)
9,739.3

747.8
(12.1)
(143.5)
84.7
(54.9)
622.0

8,190.6
1,407.8
(599.6)
8,998.8

(1,437.9)
100.3
(1,337.6)

(1,252.3)
(185.6)
(1,437.9)

(1,213.8)
(38.5)
(1,252.3)

(5,665.0)
86.0
(575.2)
(6,154.2)
3,616.3

(5,142.9)
89.3
(611.4)
(5,665.0)
3,252.1

(4,684.8)
69.2
(527.3)
(5,142.9)
3,270.2

524.3
81.8
1.2
(70.9)
(58.2)
130.6
608.8

492.5
99.8
(16.9)
(113.1)
(43.3)
84.5
503.5
$ 4,225.1 $ 3,776.4 $ 3,773.7

503.5
87.3
(16.5)
(79.5)
(18.5)
48.0
524.3

Dividends Declared Per Common Share

2.80 $

2.80

The accompanying notes to the consolidated financial statements are an integral part of these statements.

F-7

OMNICOM GROUP INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)

Year Ended December 31,
2022

2021

2023

Cash Flows from Operating Activities:

Net income
Adjustments to reconcile net income to net cash provided by operating activities:

$ 1,473.2 $ 1,403.8 $ 1,507.6

Depreciation and amortization of right-of-use assets
Amortization of intangible assets
Amortization of net deferred loss (gain) on interest rate swaps
Share-based compensation
Real estate and other repositioning costs
Gain on disposition of subsidiary
Non-cash charges related to the effects of the war in Ukraine
Other, net
Increase (decrease) in operating capital
Net Cash Provided By Operating Activities
Cash Flows from Investing Activities:

Capital expenditures
Acquisition of businesses and interests in affiliates, net of cash acquired
Maturity (purchase) of short-term investments
Proceeds from disposition of subsidiaries and other

Net Cash Provided By (Used In) Investing Activities
Cash Flows from Financing Activities:

Proceeds from borrowings
Repayment of debt
Change in short-term debt
Dividends paid to common shareholders
Repurchases of common stock
Proceeds from stock plans
Acquisition of additional noncontrolling interests
Dividends paid to noncontrolling interest shareholders
Payment of contingent purchase price obligations
Other, net

Net Cash Used In Financing Activities
Effect of foreign exchange rate changes on cash and cash equivalents
Net Increase (Decrease) in Cash and Cash Equivalents
Cash and Cash Equivalents at the Beginning of Year
Cash and Cash Equivalents at the End of Year

130.8
80.3
5.3
84.8
191.5
(78.8)
—
(2.3)
(462.9)
1,421.9

(78.4)
(93.3)
60.8
190.0
79.1

139.1
80.3
5.4
81.7
—
—
65.8
(5.6)
(844.0)
926.5

(78.2)
(276.8)
(61.4)
35.5
(380.9)

132.1
80.0
(8.8)
84.7
—
(50.5)
—
39.8
160.5
1,945.4

(665.8)
(160.0)
—
116.6
(709.2)

—
—
(8.7)
(562.7)
(570.8)
35.6
(87.6)
(70.9)
(67.7)
(55.0)
(1,387.8)
37.0
150.2
4,281.8

1,221.3
—
— (1,250.0)
6.4
8.9
(592.3)
(581.1)
(527.3)
(611.4)
9.1
17.4
(21.9)
(20.8)
(113.1)
(79.5)
(22.6)
(32.6)
(100.6)
(62.9)
(1,391.0)
(1,362.0)
(128.9)
(218.6)
(283.7)
(1,035.0)
5,600.5
5,316.8
$ 4,432.0 $ 4,281.8 $ 5,316.8

The accompanying notes to the consolidated financial statements are an integral part of these statements.

F-8

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in tables in millions, except per share amounts.)

1. Presentation of Financial Statements

The terms “Omnicom,” “the Company,” “we,” “our” and “us” each refer to Omnicom Group Inc. and its subsidiaries,
unless the context indicates otherwise. The accompanying consolidated financial statements were prepared in accordance
with generally accepted accounting principles in the United States, or U.S. GAAP or GAAP. All intercompany balances and
transactions have been eliminated. The preparation of financial statements in conformity with U.S. GAAP requires us to make
estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes.
Actual results could differ from those estimates and assumptions.

Risks and Uncertainties

2. Significant Accounting Policies

Revenue Recognition. Revenue is recognized when a customer obtains control and receives the benefit of the promised goods
or services (the performance obligation) in an amount that reflects the consideration we expect to receive in exchange for those
goods or services (the transaction price). We measure revenue by estimating the transaction price based on the consideration
specified in the client arrangement. Revenue is recognized as the performance obligations are satisfied. Our revenue is
primarily derived from the planning and execution of advertising communications and marketing services in the following
fundamental disciplines: Advertising & Media, Precision Marketing, Commerce & Branding, Experiential, Execution &
Support, Public Relations and Healthcare. Our client contracts are primarily fees for service on a rate per hour or per project
basis. Revenue is recorded net of sales, use and value added taxes.

Performance Obligations. In substantially all our disciplines, the performance obligation is to provide advisory
and consulting services at an agreed-upon level of effort to accomplish the specified engagement. Our client contracts
are comprised of diverse arrangements involving fees based on any one or a combination of the following: an agreed fee
or rate per hour for the level of effort expended by our employees; commissions based on the client’s spending for media
purchased from third parties; qualitative or quantitative incentive provisions specified in the contract; and reimbursement for
third-party costs that we are required to include in revenue when we control the vendor services related to these costs and we
act as principal. The transaction price of a contract is allocated to each distinct performance obligation based on its relative
stand-alone selling price and is recognized as revenue when, or as, the customer receives the benefit of the performance
obligation. Clients typically receive and consume the benefit of our services as they are performed. Substantially all our client
contracts provide that we are compensated for services performed to date and allow for cancellation by either party on short
notice, typically 90 days, without penalty.

Generally, our short-term contracts, which normally take 30 to 90 days to complete, are performed by a single agency
and consist of a single performance obligation. As a result, we do not consider the underlying services as separate or distinct
performance obligations because our services are highly interrelated, occur in close proximity, and the integration of the various
components of a marketing message is essential to overall service. In certain of our long-term client contracts, which have a term
of up to one year, the performance obligation is a stand-ready obligation, because we provide a constant level of similar services
over the term of the contract. In other long-term contracts, when our services are not a stand-ready obligation, we consider our
services distinct performance obligations and allocate the transaction price to each separate performance obligation based on
its stand-alone selling price, including contracts for strategic media planning and buying services, which are considered to be
multiple performance obligations, and we allocate the transaction price to each distinct service based on the staffing plan and
the stand-alone selling price. In substantially all of our creative services contracts, we have distinct performance obligations for
our services, including certain creative services contracts where we act as an agent and arrange, at the client’s direction, for third
parties to perform studio production efforts.

F-9

Revenue Recognition Methods. A substantial portion of our revenue is recognized over time, as the services are performed,

because the client receives and consumes the benefit of our performance throughout the contract period, or we create an asset
with no alternative use and are contractually entitled to payment for our performance to date in the event the client terminates
the contract for convenience. For these client contracts, other than when we have a stand-ready obligation to perform services,
revenue is recognized over time using input measures that correspond to the level of staff effort expended to satisfy the performance
obligation on a rate per hour or equivalent basis. For client contracts when we have a stand-ready obligation to perform services
on an ongoing basis over the life of the contract, typically for periods up to one year, where the scope of these arrangements is
broad and there are no significant gaps in performing the services, we recognize revenue using a time-based measure resulting in
a straight-line revenue recognition. From time to time, there may be changes in the client service requirements during the term of
a contract and the changes could be significant. These changes are typically negotiated as new contracts covering the additional
requirements and the associated costs, as well as additional fees for the incremental work to be performed.

Principal vs. Agent. In substantially all our businesses, we incur third-party costs on behalf of clients, including direct costs
and incidental, or out-of-pocket costs. Third-party direct costs incurred in connection with the creation and delivery of advertising
or marketing communication services include, among others: purchased media, studio production services, specialized talent,
including artists and other freelance labor, event marketing supplies, materials and services, promotional items, market research
and third-party data and other related expenditures. Out-of-pocket costs include, among others: transportation, hotel, meals,
shipping and telecommunication charges incurred by us in the course of providing our services. Billings related to out-of-pocket
costs are included in revenue since we control the goods or services prior to delivery to the client.

However, the inclusion of billings related to third-party direct costs in revenue depends on whether we act as a principal

or as an agent in the client arrangement. In most of our businesses, including advertising, which also includes studio
production efforts and media planning and buying services, public relations, healthcare advertising, precision marketing,
commerce and branding businesses, we act as an agent and arrange, at the client’s direction, for third parties to perform
certain services. In these cases, we do not control the goods or services prior to the transfer to the client. As a result, revenue is
recorded net of these costs, equal to the amount retained for our fee or commission.

In certain businesses we may act as principal when contracting for third-party services on behalf of our clients. In our

experiential business and most of our execution and support businesses, including field marketing and certain specialty
marketing businesses, we act as principal because we control the specified goods or services before they are transferred
to the client and we are responsible for providing the specified goods or services, or we are responsible for directing
and integrating third-party vendors to fulfill our performance obligation at the agreed upon contractual price. In such
arrangements, we also take pricing risk under the terms of the client contract. In certain specialty media buying businesses,
we act as principal when we control the buying process for the purchase of the media and contract directly with the media
vendor. In these arrangements, we assume the pricing risk under the terms of the client contract. When we act as principal,
we include billable amounts related to third-party costs in the transaction price and record revenue over time at the gross
amount billed, including out-of-pocket costs, consistent with the manner that we recognize revenue for the underlying
services contract. However, in media buying contracts where we act as principal, we recognize revenue at a point in time,
typically when the media is run, including when it is not subject to cancellation by the client or media vendor.

Variable Consideration. Some of our client arrangements include variable consideration provisions, which include

performance incentives, tiered commission structures and vendor rebates in certain markets outside of the United States. Variable
consideration is estimated and included in total consideration at contract inception based on either the expected value method or
the most likely outcome method. These estimates are based on historical award experience, anticipated performance and other
factors known at the time. Performance incentives are typically recognized in revenue over time. Variable consideration for our
media businesses in certain international markets includes rebate revenue and is recognized when it is probable that the media will
be run, including when it is not subject to cancellation by the client. In addition, when we receive rebates or credits from vendors

F-10

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Dollars in tables in millions, except per share amounts.)for transactions entered into on behalf of clients, they are remitted to the clients in accordance with contractual requirements or
retained by us based on the terms of the client contract or local law. Amounts passed on to clients are recorded as a liability and
amounts retained by us are recorded as revenue when earned, typically when the media is run.

Operating Expenses. Operating expenses include cost of services, selling, general and administrative expenses, or SG&A, and
depreciation and amortization. We measure cost of services in two distinct categories: salary and service costs and occupancy
and other costs. As a service business, salary and service costs make up a significant portion of our operating expenses, and
substantially all these costs comprise the essential components directly linked to the delivery of our services. Salary and
service costs include employee compensation and benefits, freelance labor, third-party service costs, and third-party incidental
costs. 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. Occupancy and other costs consist of the indirect costs
related to the delivery of our services, including office rent and other occupancy costs, equipment rent, technology costs,
general office expenses and other expenses. SG&A expenses primarily consist of third-party marketing costs, professional
fees and compensation and benefits and occupancy and other costs of our corporate and executive offices, which includes
group-wide finance and accounting, treasury, legal and governance, human resource oversight and similar costs.

Cash and Cash Equivalents. Cash and cash equivalents include cash in banks and highly liquid interest-bearing time
deposits with original maturities of three months or less. Due to the short-term nature of these investments, carrying value
approximates fair value. We have a policy governing counterparty credit risk for financial institutions that hold our cash and
cash equivalents and we have deposit limits for each institution.

Short-Term Investments. Short-term investments represent time deposits with original maturities ranging from 91 to 364 days.
These investments are classified as held-to-maturity securities because we have the positive intent and ability to hold until
maturity. Held-to-maturity securities are carried at amortized cost, which approximates fair value. Fair value is based on
observable interest rates for similar securities.

Work in Process. Work in process represents accrued costs incurred on behalf of customers, including media and production
costs and fees, other third-party costs and contract assets that have not yet been billed. 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. Contract assets primarily include incentive fees, which are not material, and will be billed to
clients in accordance with the terms of the client contract.

Property and Equipment. Property and equipment are carried at cost and are depreciated over the estimated useful lives of the
assets using the straight-line method ranging from: three to five years for technology and related equipment, seven to ten years
for furniture, and up to 40 years for office buildings. Leasehold improvements are amortized on a straight-line basis over the
shorter of the lease term or the estimated useful life of the asset. Assets under finance leases are amortized on a straight-line
basis over the lease term.

Equity Method Investments. Investments in companies where we exercise significant influence over the operating and
financial policies of the investee and own less than 50% of the equity are accounted for using the equity method. Our
proportionate share of the net income or loss of equity method investments is included in results of operations and any
dividends received reduce the carrying value of the investment. The excess of the cost of our investment over our proportionate
share of the fair value of the net assets of the investee at the acquisition date is recognized as goodwill and included in the
carrying amount of the investment. Goodwill in the equity method investments is not amortized. Gains and losses from
changes in our ownership interests are recorded in results of operations until control is achieved. In circumstances where a
change in our ownership interest results in obtaining control, the existing carrying value of the investment is remeasured to the
acquisition date fair value and any gain or loss is recognized in results of operations. We periodically review the carrying value
of the equity method investments to determine if there has been an other-than-temporary decline in carrying value. A variety
of factors are considered when determining if a decline in carrying value is other-than-temporary, including the financial
condition and business prospects of the investee, as well as our investment intent.

Marketable Equity Securities. Marketable equity securities are measured at fair value and changes in fair value are recognized
in results of operations.

Non-Marketable Equity Securities. Non-marketable equity securities do not have a readily determinable fair value and are
measured at cost, less any impairment, and are adjusted for observable changes in fair value from transactions for identical or
similar securities of the same issuer.

F-11

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Dollars in tables in millions, except per share amounts.)Business Combinations. In a business combination, the assets acquired, including identified intangible assets, liabilities
assumed and any noncontrolling interest in the acquired business are recorded at acquisition date fair value. In circumstances
where control is obtained and less than 100% of a business is acquired, goodwill related to the noncontrolling shareholders
is recorded as if 100% were acquired. Acquisition-related costs, including advisory, legal, accounting, valuation and other
costs are expensed as incurred. Certain acquisitions include an initial payment at closing and provide for future additional
contingent purchase price payments (earn-outs), which are recorded as a liability at the acquisition date fair value using the
discount rate in effect on the acquisition date. Subsequent changes in the fair value of the liability are recorded in results of
operations. Amounts earned under the contingent purchase price arrangements may be subject to a maximum and payment is
not contingent upon future employment. The results of operations of acquired businesses are included in results of operations
from the acquisition date.

Goodwill and Intangible Assets. Goodwill represents the excess of the acquisition cost over the fair value of the net assets
acquired. Goodwill is not amortized but is periodically reviewed for impairment. Intangible assets comprise customer
relationships, including the related customer contracts and trade names, and purchased and internally developed software
and are amortized over their estimated useful lives ranging from five to twelve years. We consider a number of factors in
determining the useful lives and amortization method, including the pattern in which the economic benefits are consumed, as
well as trade name recognition and customer attrition. There is no estimated residual value for the intangible assets.

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. We will continue to evaluate goodwill for impairment at least annually on May 1 and whenever events or
circumstances indicate the carrying value may not be recoverable. The impairment evaluation compares the fair value of each
reporting unit, which we identified as our six agency networks, to its carrying value, including goodwill. If the fair value of the
reporting unit is equal to or greater than its carrying value, goodwill is not impaired. Goodwill is impaired when the carrying
value of the reporting unit exceeds its fair value. Goodwill is written down to its fair value through a non-cash expense
recorded in results of operations in the period the impairment is identified.

We identified our regional reporting units as components of our operating segments, which are our six global agency
networks. The regional reporting units and practice areas monitor the performance and are responsible for the agencies in their
region. The regional reporting units report to the segment managers and facilitate the administrative and logistical requirements
of our key client matrix organization structure for delivering services to clients in their regions. We have concluded that, for each
of our operating segments, their regional reporting units have similar economic characteristics and should be aggregated for
purposes of testing goodwill for impairment at the operating segment level. Our conclusion was based on a detailed analysis of
the aggregation criteria set forth in FASB ASC Topic 280, Segment Reporting, and in FASB ASC Topic 350. Consistent with our
fundamental business strategy, the agencies within our regional reporting units serve similar clients in similar industries, and in
many cases the same clients. In addition, the agencies within our regional reporting units have similar economic characteristics,
and the employees share similar skill sets. The main economic components of each agency are employee compensation and
related costs, and direct service costs and occupancy and other costs, which include rent and occupancy costs, technology
costs that are generally limited to personal computers, servers and off-the-shelf software and other overhead expenses. Finally,
the expected benefits of our acquisitions are typically shared by multiple agencies in various regions as they work together
to integrate the acquired agency into our virtual client network strategy. We use the following valuation methodologies to
determine the fair value of our reporting units: (1) the income approach, which utilizes discounted expected future cash flows,
(2) comparative market participant multiples of EBITDA (earnings before interest, taxes, depreciation and amortization) and
(3) when available, consideration of recent and similar acquisition transactions. The market assumptions used in our assessment
reflected the current economic environment (see Note 1 – Risks and Uncertainties).

Based on the results of the annual impairment test, we concluded that at May 1, 2023 and June 30, 2022, goodwill was
not impaired because either the fair value of each reporting unit was substantially in excess of its respective net book value,
or for reporting units with a negative book value, fair value of assets exceeds total assets. Subsequent to the annual goodwill
impairment test, there have been no events or circumstances that triggered the need for an interim impairment test.

Debt Issuance Costs. Debt issuance costs are capitalized and amortized in interest expense over the life of the related debt and
are presented as a reduction to the carrying amount of debt.

Temporary Equity - Redeemable Noncontrolling Interests. Owners of noncontrolling equity interests in some of our
subsidiaries have the right in certain circumstances to require us to purchase all or a portion of their equity interests at fair
value as defined in the applicable agreements. The intent of the parties is to approximate fair value at the time of redemption

F-12

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Dollars in tables in millions, except per share amounts.)by using a multiple of earnings that is consistent with generally accepted valuation practices used by market participants
in our industry. These contingent redemption rights are embedded in the equity security at issuance, are not free-standing
instruments, do not represent a de facto financing and are not under our control.

Treasury Stock. Repurchases of our common stock are accounted for at cost and are recorded as treasury stock. The excise
tax on net stock repurchases is recorded as a cost of acquiring treasury stock. Reissued treasury stock, primarily in connection
with share-based compensation plans, is accounted for at average cost. Gains or losses on reissued treasury stock arising from
the difference between the average cost and the fair value of the award are recorded in additional paid-in capital and do not
affect results of operations.

Noncontrolling Interests. Noncontrolling interests represent equity interests in certain subsidiaries held by third parties.
Noncontrolling interests are presented as a component of equity and the proportionate share of net income attributed to the
noncontrolling interests is recorded in results of operations. Changes in noncontrolling interests that do not result in a loss of
control are accounted for in equity. Gains and losses resulting from a loss of control are recorded in results of operations.

Foreign Currency Translation and Transactions. Substantially all of our foreign subsidiaries use their local currency as their
functional currency. Assets and liabilities are translated from the local functional currency into U.S. Dollars at the exchange
rate on the balance sheet date and revenue and expenses are translated at the average exchange rate for the period. Translation
adjustments are recorded in accumulated other comprehensive income. Foreign currency gains and losses arising from
transactions not in the subsidiaries’ local currency are recorded in results of operations. We recorded foreign currency transaction
losses of $14.0 million and $3.3 million in 2023 and 2021, respectively, and recorded foreign currency transaction gains of
$1.1 million in 2022. Foreign currency gains and losses for hyper-inflationary economies are recorded in results of operations.

Share-Based Compensation. Share-based compensation for restricted stock and stock option awards is measured at the grant
date fair value. The fair value of restricted stock awards is determined and fixed using the closing price of our common stock
on the grant date and is recorded in additional paid-in capital. The fair value of stock option awards is determined using the
Black-Scholes option valuation model. For awards with a service only vesting condition, compensation expense is recognized
on a straight-line basis over the requisite service period. For awards with a performance vesting condition, compensation
expense is recognized on a graded-vesting basis. Typically, all share-based awards are settled with treasury stock. See Note 10
for additional information regarding our specific award plans.

Salary Continuation Agreements. Arrangements with certain present and former employees provide for continuing payments
for periods up to ten years after cessation of full-time employment in consideration for agreement by the employees not to
compete with us and to render consulting services during the postemployment period. Such payments, which are subject to
certain limitations, including our operating performance during the postemployment period, represent the fair value of the
services rendered and are expensed in such periods.

Severance. The liability for one-time termination benefits, such as severance pay or benefit payouts, is measured and
recognized at fair value in the period the liability is incurred. Subsequent changes to the liability are recognized in results of
operations in the period of change.

Defined Benefit Pension Plans and Postemployment Arrangements. The funded status of our defined benefit plans is
recorded as an asset or liability. Funded status is the difference between the fair value of plan assets and the benefit obligation
at December 31, the measurement date, determined on a plan-by-plan basis. The benefit obligation for the defined benefit
plans is the projected benefit obligation, or PBO, which represents the actuarial present value of benefits expected to be paid
upon retirement based on estimated future compensation levels. The fair value of plan assets represents the current market
value. Overfunded plans, where the fair value of plan assets exceeds the benefit obligation, are aggregated and recorded as
a prepaid pension asset equal to the excess. Underfunded plans, where the benefit obligation exceeds the fair value of plan
assets, are aggregated and recorded as a liability equal to the excess. The benefit obligation liability for our postemployment
arrangements is the PBO and these arrangements are not funded. The current portion of the benefit obligation for the defined
benefit plans and postemployment arrangements, which represents the actuarial present value of benefits payable in the next
twelve months that exceed the fair value of plan assets, is recorded in other current liabilities and the long-term portion is
recorded in long-term liabilities.

Deferred Compensation. Some of our subsidiaries have deferred compensation arrangements with certain executives that
provide for payments over varying terms upon retirement, cessation of employment or death. The cost of these arrangements is
accrued during the employee’s service period.

F-13

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Dollars in tables in millions, except per share amounts.)Income Taxes. We use the asset and liability method of accounting for income taxes. Under this method, income tax expense
is recognized for the amount of taxes payable for the current period and the deferred taxes recognized during the period.
Deferred income taxes reflect the temporary difference between assets and liabilities that are recognized for financial reporting
purposes and income tax purposes and are recorded as noncurrent. Deferred income taxes are measured using the enacted
tax rates that are assumed to be in effect when the differences reverse. Valuation allowances are recorded where it is more
likely than not that all or a portion of a deferred tax asset will not be realized. In assessing the need for a valuation allowance,
we evaluate factors such as prior earnings history, expected future earnings, carry-back and carry-forward periods and tax
strategies that could potentially enhance the likelihood of the realization of a deferred tax asset.

Interest and penalties related to tax positions taken in our tax returns are recorded in income tax expense. We record a

liability for uncertain tax positions that reflects the treatment of certain tax positions taken in our tax returns that do not meet
the more-likely-than not threshold, or that meet the more-likely-than-not threshold but have measurement related unrecognized
tax benefits. Until these positions are sustained by the taxing authorities or the statute of limitations concerning such issues
lapses, we do not generally recognize the tax benefits resulting from such positions.

Net Income Per Share. Basic net income per share is based on the weighted average number of common shares outstanding
during the period. Diluted net income per share is based on the weighted average number of common shares outstanding, plus
the dilutive effect of common share equivalents, which include outstanding stock options and restricted stock awards.

Leases. At the inception of a contract, we assess whether the contract is, or contains, a lease. A lease is classified as a finance
lease if any one of the following criteria are met: the lease transfers ownership of the asset by the end of the lease term, the
lease contains an option to purchase the asset that is reasonably certain to be exercised, the lease term is for a major part of the
remaining useful life of the asset or the present value of the lease payments equals or exceeds substantially all of the fair value
of the asset. A lease is classified as an operating lease if it does not meet any one of the criteria. Substantially all our operating
leases are office space leases, and substantially all our finance leases are office furniture and technology equipment leases.

For all leases a right-of-use, or ROU, asset and lease liability are recognized at the lease commencement date. The lease
liability represents the present value of the lease payments under the lease. The ROU asset is initially measured at cost, which
includes the initial lease liability, plus any initial direct costs incurred, consisting mainly of brokerage commissions, less any
lease incentives received. All ROU assets are reviewed for impairment. The lease liability is initially measured as the present
value of the lease payments, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined,
our secured incremental borrowing rate for the same term as the underlying lease. For real estate and certain equipment
operating leases, we use our secured incremental borrowing rate. For finance leases, we use the rate implicit in the lease or our
secured incremental borrowing rate if the implicit lease rate cannot be determined.

Lease payments included in the measurement of the lease liability comprise: the fixed noncancelable lease payments,
payments for optional renewal periods where it is reasonably certain the renewal period will be exercised, and payments for
early termination options unless it is reasonably certain the lease will not be terminated early. Lease components, including
fixed payments for real estate taxes and insurance for office space leases, are included in the measurement of the initial lease
liability.

Office space leases may contain variable lease payments, which include payments based on an index or rate. Variable

lease payments based on an index or rate are initially measured using the index or rate in effect at lease commencement.
Additional payments based on the change in an index or rate, or payments based on a change in our portion of the operating
expenses, including real estate taxes and insurance, are recorded as a period expense when incurred. Lease modifications
result in remeasurement of the lease liability.

Operating lease expense is recognized on a straight-line basis over the lease term. Lease expense may include variable

lease payments incurred in the period that were not included in the initial lease liability. Finance lease expense consists of the
amortization of the ROU asset on a straight-line basis over the lease term and interest expense determined on an amortized
cost basis. Finance lease payments are allocated between a reduction of the lease liability and interest expense.

Concentration of Credit Risk. We provide advertising, marketing and corporate communications services to several thousand
clients that operate in nearly every industry sector of the global economy, and we grant credit to qualified clients in the normal
course of business. Due to the diversified nature of our client base, we do not believe that we are exposed to a concentration of
credit risk as our largest client accounted for 3.0% of revenue in 2023.

F-14

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Dollars in tables in millions, except per share amounts.)Derivative Financial Instruments. All derivative instruments, including certain derivative instruments embedded in other
contracts, are recorded at fair value. Derivatives qualify for hedge accounting if: the hedging instrument is designated as a
hedge, the hedged exposure is specifically identifiable and exposes us to risk, and a change in fair value of the derivative
financial instrument and an opposite change in the fair value of the hedged exposure have a high degree of correlation. The
method of assessing hedge effectiveness and measuring hedge ineffectiveness is formally documented. Hedge effectiveness is
assessed, and hedge ineffectiveness is measured at least quarterly throughout the designated hedge period. Changes in the fair
value of a fair value hedge are offset against the change in fair value of the hedged asset, liability or firm commitment through
results of operations. Changes in the fair value of a cash flow hedge are recognized in other comprehensive income until the
hedged item is recognized in results of operations. Foreign currency hedges of the net investment in our foreign operations
are recorded in accumulated other comprehensive income (loss), or AOCI. Any gain or loss will remain in AOCI until the
complete or substantially complete liquidation of our investment in the underlying operation. We do not use derivatives for
trading or speculative purposes. Using derivatives exposes us to the risk that counterparties to the derivative contracts will fail
to meet their contractual obligations. We manage that risk through careful selection and ongoing evaluation of the counterparty
financial institutions based on specific minimum credit standards and other factors.

Fair Value. We apply the fair value measurement guidance in FASB ASC Topic 820, Fair Value Measurements and
Disclosures, for our financial assets and liabilities that are required to be measured at fair value and for our nonfinancial
assets and liabilities that are not required to be measured at fair value on a recurring basis, which includes goodwill and
other identifiable intangible assets. The measurement of fair value requires the use of techniques based on observable and
unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs
reflect our market assumptions.

The inputs create the following fair value hierarchy:
• Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities.
• Level 2 - Unadjusted quoted prices in active markets for similar assets or liabilities; unadjusted quoted prices for
identical assets or liabilities in markets that are not active; and model-derived valuations with observable inputs.

• Level 3 - Unobservable inputs for the asset or liability.

We use unadjusted quoted market prices to determine the fair value of our financial assets and liabilities and classify such
items in Level 1. We use unadjusted quoted market prices for similar assets and liabilities in active markets and model-derived
valuations and classify such items in Level 2.

In determining the fair value of financial assets and liabilities, we consider certain market valuation adjustments that

market participants would consider in determining fair value, including: counterparty credit risk adjustments applied to
financial assets 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.

3. Revenue

Nature of our services

We provide an extensive range of advertising, marketing and corporate communications services through various

client-centric networks that are organized to meet specific client objectives. Our networks, practice areas and agencies provide
a comprehensive range of services in the following fundamental disciplines: Advertising & Media, Precision Marketing,
Commerce & Branding, Experiential, Execution & Support, Public Relations and Healthcare. Advertising & Media include
creative services across digital and traditional media, strategic media planning and buying, performance media and data
analytics services. Precision Marketing includes digital and direct marketing, digital transformation consulting and data
and analytics. Commerce & Branding services include brand and product consulting, strategy and research, retail and
e-commerce. Experiential marketing services include live and digital events and experience design and execution. Execution &
Support includes field marketing, sales support, digital and physical merchandising, point-of-sale and product placement,
as well as other specialized marketing and custom communications services. Public Relations services include corporate
communications, crisis management, public affairs and media and media relations services. Healthcare includes corporate
communications and advertising and media services to global healthcare and pharmaceutical companies. At the core of all our
services is the ability to create or develop a client’s marketing or corporate communications message into content that can be
delivered to a target audience across different communications mediums.

F-15

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Dollars in tables in millions, except per share amounts.)Economic factors affecting our revenue

Global economic conditions have a direct impact on our revenue. Adverse economic conditions pose a risk that our

clients may reduce, postpone or cancel spending for our services, which would impact our revenue.

Revenue by discipline:

Advertising & Media
Precision Marketing
Commerce & Branding
Experiential
Execution & Support
Public Relations
Healthcare
Revenue

2023
7,891.2
1,473.5
853.7
651.4
880.8
1,578.9
1,362.7
$ 14,692.2

Year Ended December 31,
2022
$ 7,433.9
1,426.6
848.1
635.6
1,069.9
1,552.7
1,322.3
$ 14,289.1

2021
$ 7,966.2
1,205.2
802.2
536.0
1,115.9
1,398.2
1,265.7
$ 14,289.4

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:

Americas:

North America
Latin America

EMEA:

Europe
Middle East and Africa

Asia-Pacific
Revenue

Year Ended December 31,
2022

2021

2023

7,951.0
386.8

$ 7,856.0
329.0

$ 7,709.7
296.1

4,266.9
309.6
1,777.9
$ 14,692.2

4,010.5
346.7
1,746.9
$ 14,289.1

4,219.6
267.6
1,796.4
$ 14,289.4

The Americas is comprised of North America, which includes the United States, Canada and Puerto Rico, and Latin
America, which includes South America and Mexico. EMEA is comprised of Europe, the Middle East and Africa. Asia-Pacific
includes Australia, Greater China, India, Japan, Korea, New Zealand, Singapore and other Asian countries. Revenue in the
United States in 2023, 2022 and 2021 was $7,471.6 million, $7,367.3 million and $7,245.9 million, respectively.

Contract balances

Contract balances include work in process and customer advances, which primarily consist of advance billings to

customers in accordance with the terms of the client contracts, primarily for the reimbursement of third-party costs.

Work in process:

Media and production costs
Unbilled fees and costs and contract assets

Work in process
Customer advances

There were no impairment losses to work in process recorded in 2023 or 2022.

December 31,

2023

2022

$
$

664.4
678.1
1,342.5
1,356.2

725.1
529.5
$ 1,254.6
$ 1,492.3

F-16

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Dollars in tables in millions, except per share amounts.)4. Net Income per Share

Basic and diluted net income per share:

Net income - Omnicom Group Inc.
Weighted average shares (millions):

Basic
Dilutive stock options and restricted shares
Diluted

Anti-dilutive stock options and restricted shares (millions)
Net income per share - Omnicom Group Inc.:

Basic
Diluted

5. Business Combinations

Year Ended December 31,
2022
$ 1,316.5

2023
1,391.4

2021
$ 1,407.8

199.4
2.0
201.4

—

205.6
1.4
207.0

4.3

$
$

6.98 $
6.91 $

6.40 $
6.36 $

214.3
1.3
215.6

4.7

6.57
6.53

In 2023, we completed six acquisitions that increased goodwill by $340.0 million. In addition, during 2023, we acquired

additional equity interests in certain majority owned subsidiaries, which are accounted for as equity transactions, and no
additional goodwill was recorded. None of the acquisitions in 2023, either individually or in the aggregate, were material to
our results of operations or financial position.

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. Since the acquisition occurred subsequent to December 31, the allocation of the
purchase price to the underlying assets acquired and liabilities assumed is subject to a formal valuation process that has not yet
been completed. The major assets acquired include trade receivables, goodwill and intangible assets, and the major liabilities
assumed include trade and other payables. The Flywheel Digital acquisition is not material to our results of operations
and financial position. We will include the results of Flywheel Digital in our 2024 results of operations from the date of
acquisition. In the fourth quarter of 2023 we incurred transaction costs of $14.5 million primarily related to the acquisition of
Flywheel Digital.

The evaluation of potential acquisitions is based on various factors, including specialized know-how, reputation,
geographic coverage, competitive position and service offerings, as well as our experience and judgment. Our acquisition
strategy is focused on acquiring the expertise of an assembled workforce in order to continue to build upon the core
capabilities of our strategic business platforms and agency brands, through the expansion of their geographic area or their
service capabilities to better serve our clients. Certain acquisitions include an initial payment at closing and provide for future
additional contingent purchase price payments (earn-outs), which are derived using the performance of the acquired company
and are based on predetermined formulas. At December 31, 2023 and 2022, contingent purchase price obligations were
$229.5 million and $115.0 million, respectively, of which $62.4 million and $39.2 million, respectively, are recorded in other
current liabilities.

For each acquisition, we undertake a detailed review to identify other intangible assets that are required to be valued
separately. We use several market participant measurements to determine fair value. This approach includes consideration
of similar and recent transactions, as well as utilizing discounted expected cash flow methodologies, and when available and
as appropriate, we use comparative market multiples to supplement our analysis. As is typical for most service businesses,
a substantial portion of the intangible asset value we acquire is the specialized know-how of the workforce, which is treated
as part of goodwill and is not valued separately. A significant portion of the identifiable intangible assets acquired is derived
from customer relationships, including the related customer contracts, as well as trade names. One of the primary drivers in
executing our acquisition strategy is the existence of, or the ability to, expand our existing client relationships. The expected
benefits of our acquisitions are typically shared across multiple agencies and regions.

F-17

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Dollars in tables in millions, except per share amounts.)6. Goodwill and Intangible Assets

Change in goodwill:

January 1
Acquisitions
Noncontrolling interests in acquired businesses
Contingent purchase price obligations of acquired businesses
Dispositions
Foreign currency translation
December 31

December 31,

2023
$ 9,734.3
51.7
128.6
159.7
(120.6)
128.6
$ 10,082.3

2022
$ 9,738.6
211.7
48.0
8.7
(19.6)
(253.1)
$ 9,734.3

There were no goodwill impairment losses recorded in 2023 or 2022, and there are no accumulated goodwill impairment

losses.

Intangible assets:

Gross
Carrying
Value

369.1
861.4
$ 1,230.5

Purchased and internally developed software
Customer related and other
Intangible Assets

7. Debt

Credit Facilities

December 31,

2023

2022

Net
Carrying
Value

Accumulated
Amortization
$

62.5
(306.6) $
(557.0)
304.4
(863.6) $ 366.9

Gross
Carrying
Value
$ 374.8
758.5
$ 1,133.3

Net
Carrying
Value

Accumulated
Amortization
$

65.7
(309.1) $
(510.8)
247.7
(819.9) $ 313.4

In June 2023, we amended our existing $2.5 billion unsecured multi-currency revolving credit facility, or Credit

Facility, to, among other things, extend its termination date to June 2, 2028, and transition the benchmark rate for U.S. Dollar
denominated loans from LIBOR to the Secured Overnight Financing Rate, or SOFR. We have the ability to issue up to
$2 billion of U.S. Dollar denominated commercial paper and issue up to the equivalent of $500 million in British Pounds or
Euro under a Euro commercial paper program. During 2021 and 2022, we did not issue commercial paper. For the year ended
December 31, 2023, the maximum amount of commercial paper issued was $200 million, the average amount outstanding was
$5.1 million, the average days outstanding were 1.7 days, and the weighted average interest rate was 5.24%. At December 31,
2023, there were no outstanding borrowings under the Credit Facility and no outstanding commercial paper issuances. In
addition, certain of our international subsidiaries have uncommitted credit lines that are guaranteed by Omnicom aggregating
$516.2 million. All of these facilities provide additional liquidity sources for operating capital and general corporate purposes.

The Credit Facility contains a financial covenant that requires us to maintain a Leverage Ratio of consolidated
indebtedness to consolidated EBITDA (earnings before interest, taxes, depreciation, amortization and non-cash charges) of
no more than 3.5 times for the most recently ended 12-month period. At December 31, 2023, we were in compliance with
this covenant as our Leverage Ratio was 2.3 times. The Credit Facility does not limit our ability to declare or pay dividends or
repurchase our common stock.

On January 3, 2024, we entered into a Delayed Draw Term Loan Agreement, or Term Loan Facility, that provides
for a delayed-draw term loan up to an aggregate principal amount of $600 million. The Term Loan Facility terminates
on December 31, 2026, and contains a financial covenant that requires us to maintain a Leverage Ratio of consolidated
indebtedness to consolidated EBITDA of no more than 3.5 times for the most recently ended 12-month period. The Term Loan
Facility does not limit our ability to declare or pay dividends or repurchase our common stock.

F-18

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Dollars in tables in millions, except per share amounts.)Short-Term Debt

Short-term debt of $10.9 million and $16.9 million at December 31, 2023 and 2022, respectively, represented bank
overdrafts and short-term borrowings primarily of our international subsidiaries. The weighted average interest rate was 12.0%
and 10.3%, respectively. Due to the short-term nature of this debt, carrying value approximates fair value.

Long-Term Debt

3.65% Senior Notes due 2024
3.60% Senior Notes due 2026
€500 Million 0.80% Senior Notes due 2027
2.45% Senior Notes due 2030
4.20% Senior Notes due 2030
€500 Million 1.40% Senior Notes due 2031
2.60% Senior Notes due 2031
£325 Million 2.25% Senior Notes due 2033
Long-Term Debt, Gross
Unamortized discount
Unamortized debt issuance costs
Unamortized deferred gain (loss) from settlement of interest rate swaps
Current portion
Long-Term Debt

December 31,

2023

2022

750.0
1,400.0
553.0
600.0
600.0
553.0
800.0
413.9
5,669.9
(7.8)
(22.3)
(0.2)
(750.5)
$ 4,889.1

750.0
1,400.0
534.9
600.0
600.0
534.9
800.0
392.0
5,611.8
(9.0)
(26.2)
0.6
—
$ 5,577.2

Our 2.45% Senior Notes due 2030, 4.20% Senior Notes due 2030 and 2.60% Senior Notes due 2031 are senior unsecured

obligations of Omnicom that rank equal in right of payment with all existing and future unsecured senior indebtedness.

Omnicom and its wholly owned finance subsidiary, Omnicom Capital Inc., or OCI, are co-obligors under the 3.65%

Omnicom and OCI have, jointly and severally, fully and unconditionally guaranteed the obligations of Omnicom Finance

Omnicom has fully and unconditionally guaranteed the obligations of Omnicom Capital Holdings plc, or OCH, a
U.K.-based wholly owned subsidiary of Omnicom, with respect to the £325 million 2.25% Senior Notes due 2033, or Sterling
Notes. OCH’s assets consist of its investments in several wholly owned finance companies that function as treasury centers,
providing funding for various operating companies in EMEA, Australia and other countries in the Asia-Pacific region. The
finance companies’ assets consist of cash and cash equivalents and intercompany loans that they make or have made to the
operating companies in their respective regions and the related interest receivable. There are no restrictions on the ability of

F-19

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Dollars in tables in millions, except per share amounts.)Omnicom or OCH to obtain funds from their subsidiaries through dividends, loans or advances. The Sterling Notes and the
related guarantee are senior unsecured obligations that rank equal in right of payment with all existing and future unsecured
senior indebtedness of OCH and Omnicom, respectively.

Long-term debt maturities:

2024
2025
2026
2027
2028
Thereafter
Long-Term Debt, Gross

Interest Expense

Long-term debt
Fees and early redemption payments
Pension and other interest
Interest rate and cross currency swaps
Interest Expense

8. Segment Reporting

750.0
—
1,400.0
553.0
—
2,966.9
$ 5,669.9

Year Ended December 31,
2022
$ 164.7
4.6
35.8
3.5
$ 208.6

2023
165.1
4.8
50.5
(1.9)
218.5

2021
167.3
43.4
35.3
(9.6)
236.4

Our branded agency networks operate in the advertising, marketing and corporate communications services industry, and

are organized into agency networks, virtual client networks, regional reporting units and operating groups or practice areas.
Our networks, virtual client networks and agencies increasingly share clients and provide clients with integrated services. The
main economic components of each agency are employee compensation and related costs, direct service costs and occupancy
and other costs which include rent and occupancy costs, technology costs and other overhead expenses. Therefore, given these
similarities, we aggregate our six operating segments, which are our agency networks, into one reporting segment.

The agency networks’ regional reporting units comprise three principal regions: the Americas, EMEA and Asia-Pacific.
The regional reporting units monitor the performance and are responsible for the agencies in their region. Agencies within the
regional reporting units serve similar clients in similar industries and in many cases the same clients and have similar economic
characteristics.

Revenue and long-lived assets and goodwill by geographic region:

December 31, 2023

December 31, 2022

December 31, 2021

Revenue
Long-lived assets and goodwill

9. Equity Method Investments

Americas

EMEA

Asia-Pacific

$ 8,337.8
7,749.5

$ 4,576.5
3,523.3

$ 1,777.9
730.8

$ 8,185.0
7,727.0

$ 4,357.2
3,315.2

$ 1,746.9
757.2

$ 8,005.8
7,629.2

$ 4,487.2
3,615.5

$ 1,796.4
689.0

Income from our equity method investments was $5.2 million in each of 2023 and 2022 and $7.5 million in 2021. At
December 31, 2023 and 2022, our proportionate share in the net assets of the equity method investments was $17.0 million
and $18.3 million, respectively. Equity method investments are not material to our results of operations or financial position;
therefore, summarized financial information is not required to be presented.

F-20

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Dollars in tables in millions, except per share amounts.)10. Share-Based Compensation Plans

Share-based incentive awards are granted to employees under the 2021 Incentive Award Plan, or the 2021 Plan, which

was approved by the shareholders. The 2021 Plan is administered by the Compensation Committee of the Board of Directors,
or the Compensation Committee. Awards include stock options, restricted stock and other performance-based stock awards.
The maximum number of shares of common stock that can be granted under the 2021 Plan is 14.7 million shares plus any
shares awarded under the 2021 Plan and any prior plan that have been forfeited or have expired. All awards reduce the
number of shares available for grant on a one-for-one basis. The terms of each award and the exercise date are determined
by the Compensation Committee. The 2021 Plan does not permit the holder of an award to elect cash settlement under any
circumstances. At December 31, 2023, there were 8,604,042 shares available for grant under the 2021 Plan.

Share-based compensation expense in 2023, 2022 and 2021 was $84.8 million, $81.7 million and $84.7 million,
respectively. At December 31, 2023, unamortized share-based compensation that will be expensed over the next five years is
$195.8 million.

We recognize a tax benefit in income tax expense and record a deferred tax asset for the share-based compensation
expense recognized for financial reporting purposes that has not been deducted on our income tax return. Excess tax benefits
and deficiencies represent the difference between the actual compensation deduction for tax purposes, which is calculated as
the difference between the grant date price of the award, and the price of our common stock on the vesting or exercise date.
Any excess tax benefit or deficiency related to share-based compensation is recorded in results of operations, as a component
of income tax expense, upon vesting of restricted stock awards or exercise of stock options. In 2023 and 2022, we recognized a
tax benefit of $6.7 million and $1.9 million, respectively.

Stock Options

The exercise price of stock option awards cannot be less than 100% of the market price of our common stock on the grant

date and have a maximum contractual life of 10 years.

Stock option activity:

2023

Year Ended December 31,
2022

2021

January 1
Granted
Exercised
Forfeited
December 31
Exercisable December 31

Options outstanding and exercisable:

Exercise Price Range
$63.00 to $64.00
$69.00 to $70.00
$72.00 to $73.00

Weighted
Average
Exercise Price
72.90
$
—
84.94
72.99
71.81
—

Shares
5,127,625
—
(413,750)
(149,300)
4,564,575

$
— $

Weighted
Average
Exercise Price
74.30
$
68.88
84.94
77.69
72.90
84.94

$
$

Shares
4,689,250
853,875
(157,500)
(258,000)
5,127,625
423,750

Weighted
Average
Exercise Price
83.65
$
72.47
60.17
77.93
74.30
84.94

$
$

Shares
768,750
4,025,000
(60,000)
(44,500)
4,689,250
689,250

Options Exercisable

Weighted
Average
Exercise Price
0.00
0.00
0.00
—

— $
— $
— $
— $

December 31, 2023

Options Outstanding
Weighted
Average
Remaining
Contractual Life
8.5 years
8.6 years
7.9 years

Weighted
Average
Exercise Price
63.21
$
69.23
$
72.47
$

50,000
789,575
3,725,000
4,564,575

F-21

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Dollars in tables in millions, except per share amounts.)The grant date fair value for the 2022 and 2021 option awards of $12.60 and $8.47, respectively, was determined using
the Black-Scholes option valuation model. The assumptions, without adjusting for forfeitures and lack of liquidity, were: in
2022, an expected life ranging from 6.5 years to 7.5 years, risk free interest rate ranging from 3.0% to 3.1%, expected volatility
ranging from 24.5% to 24.7%, and dividend yield ranging from 4.2% to 4.5%, and in 2021, an expected life of 8.0 years, risk
free interest rate of 1.4%, expected volatility of 23%, and dividend yield of 4.6%.

Restricted Stock

Restricted stock activity:

January 1
Granted
Vested
Forfeited
December 31

Year Ended December 31,
2022
2,932,836
1,147,496
(889,736)
(180,253)
3,010,343

2023
3,010,343
1,010,575
(915,245)
(303,376)
2,802,297

2021
3,012,988
1,017,895
(899,372)
(198,675)
2,932,836

Weighted average grant date fair value of shares granted in the period
Weighted average grant date fair value at December 31

$ 84.33
$ 64.84

$ 59.02
$ 61.11

$ 68.99
$ 63.09

Generally, restricted shares vest ratably over five years from the grant date provided the employee remains employed
by us. Restricted shares do not pay a dividend, and may not be sold, transferred, pledged or otherwise encumbered until the
forfeiture restrictions lapse. Under most circumstances, the employee forfeits the shares if employment ceases prior to the end
of the restriction period.

Performance Restricted Stock Units

The Compensation Committee grants certain employees performance restricted stock units, or PRSU. Each PRSU

represents the right to receive one share of common stock on vesting. The ultimate number of PRSUs received by the
employee depends on the Company’s average return on equity over a three-year period compared to the average return on
equity of a peer group of principal competitors over the same period. The PRSUs vest three years from the grant date. The
PRSUs have a service and performance vesting condition and compensation expense is recognized on a graded-vesting basis.
Over the performance period, compensation expense is adjusted upward or downward based on our estimate of the probability
of achieving the performance target for the portion of the awards subject to the performance vesting condition. We have
assumed that all PRSUs will vest.

PRSU activity:

2023

Year Ended December 31,
2022

2021

Weighted
Average
Grant Date
Fair Value

71.19
92.18
61.36
81.11

Shares
570,235
178,998
(186,197)
563,036

Weighted
Average
Grant Date
Fair Value

70.42
76.79
75.64
71.19

Shares
533,890
218,127
(181,782)
570,235

Weighted
Average
Grant Date
Fair Value

70.17
74.89
73.72
70.42

Shares
550,561
165,911
(182,582)
533,890

January 1
Granted
Distributed
December 31

Employee Stock Purchase Plan

The employee stock purchase plan, or ESPP, enables employees to purchase our common stock through payroll

deductions over each plan quarter at 95% of the market price on the last trading day of the plan quarter. Purchases are limited
to 10% of eligible compensation as defined by the Employee Retirement Income Security Act of 1974, or ERISA. In 2023,
2022 and 2021, employees purchased 65,644 shares, 72,672 shares and 73,250 shares, respectively. All shares purchased were
issued from treasury stock, for which we received $5.3 million, $5.2 million and $5.0 million, respectively. At December 31,
2023, there were 8,296,140 shares available under the ESPP.

F-22

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Dollars in tables in millions, except per share amounts.)11. Income Taxes

Income before income taxes:

Domestic
International
Income Before Income Taxes

Income tax expense (benefit):

Current:

U.S. federal
U.S. state and local
International

Deferred:

U.S. federal
U.S. state and local
International

Income Tax Expense

2023
696.0
1,296.9
$ 1,992.9

Year Ended December 31,
2022
$ 789.3
1,156.1
$ 1,945.4

2021

845.9
1,142.9
$ 1,988.8

Year Ended December 31,
2022

2021

2023

154.2
34.8
330.8
519.8

10.9
1.3
(7.1)
5.1
524.9

180.1
57.0
287.4
524.5

11.1
(0.3)
11.5
22.3
546.8

144.0
16.5
303.9
464.4

40.0
(11.6)
(4.1)
24.3
488.7

Reconciliation from the statutory U.S. federal income tax rate to effective tax rate:

2023

Statutory U.S. federal income tax rate
U.S. state and local income taxes, net of U.S. federal income tax benefit
Impact of foreign operations
Other, including impact of war in Ukraine
Effective tax rate

Year Ended December 31,
2022
21.0 %
2.3
3.5
1.3
28.1 %

21.0 %
1.4
3.9
—
26.3 %

2021

21.0 %
0.2
3.6
(0.2)
24.6 %

Our effective tax rate for 2023 decreased year-over-year to 26.3% from 28.1%. The higher effective tax rate for 2022
was predominantly due to the non-deductibility of the $113.4 million of charges recorded in the first quarter of 2022, arising
from the effects of the war in Ukraine, as well as an additional increase in income tax expense of $4.8 million related to the
disposition of our businesses in Russia.

The Inflation Reduction Act of 2022, or IRA, levies a 1% excise tax on net stock repurchases after December 31, 2022.

Numerous foreign jurisdictions have enacted or are in the process of enacting legislation to adopt a minimum effective

F-23

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Dollars in tables in millions, except per share amounts.)The Tax Cuts and Jobs Act of 2017, or the Tax Act, imposed a one-time tax, the transition tax, on the accumulated
earnings of foreign subsidiaries. At December 31, 2023 and 2022, the remaining transition tax liability was $68.9 million and
$88.8 million, respectively. The transition tax is expected to be fully paid by 2026. The Tax Act also implemented a territorial
tax system that allows us to repatriate earnings of our foreign subsidiaries without incurring additional U.S. tax by providing
a 100% dividend exemption. While a territorial tax system limits U.S. federal income tax to domestic source income, foreign
source income is subject to tax in the appropriate foreign jurisdiction at the local rate, which in certain jurisdictions may
be higher than the U.S. federal statutory income tax rate of 21%. Therefore, the foreign tax rate differential will cause our
effective tax rate to be higher than the U.S. federal statutory income tax rate. The international tax rate differentials in 2023
and 2022 are primarily attributed to our earnings in Germany, Australia, Italy, Japan and Canada being taxed at higher rates
than the U.S. statutory tax rate.

We have elected to account for any tax on the global intangible low-taxed income, or GILTI, in the period in which it is

incurred. We provided $17.0 million and $10.9 million in 2023 and 2022, respectively, for tax impact of GILTI.

Deferred tax assets and liabilities and balance sheet classification:

Deferred tax assets:
Compensation
Tax loss and credit carryforwards
Basis differences from acquisitions
Basis differences from short-term assets and liabilities
Other, net

Deferred tax assets
Valuation allowance
Deferred tax assets, net
Deferred tax liabilities:

Goodwill and intangible assets
Unremitted foreign earnings
Basis differences from investments
Financial instruments
Deferred tax liabilities

Long-term deferred tax assets
Long-term deferred tax liabilities

December 31,

2023

2022

153.8
78.6
41.2
33.3
19.5
326.4
(18.9)
307.5

687.3
71.1
3.8
0.9
763.1

73.5
529.1

$
$

197.6
77.1
31.0
20.5
(18.6)
307.6
(21.1)
286.5

653.3
34.9
6.9
0.3
695.4

66.8
475.7

$
$

We have concluded that it is more likely than not that we will be able to realize our net deferred tax assets in future periods

because results of future operations are expected to generate sufficient taxable income. At December 31, 2023 and 2022, the
valuation allowance of $18.9 million and $21.1 million, respectively, relates to tax losses and tax credit carryforwards in the
U.S. and in international jurisdictions. Tax loss and credit carryforwards for which there is no valuation allowance are available
for periods ranging from 2024 to 2043, which is longer than the forecasted utilization of such carryforwards.

Reconciliation of unrecognized tax benefits:

January 1
Additions:

Current year tax positions
Prior year tax positions

Reduction of prior year tax positions
Settlements
Foreign currency translation
December 31

F-24

December 31,

2023

2022

167.6

162.8

3.3
4.3
(7.9)
—
0.5
167.8

2.7
4.7
(1.5)
(0.9)
(0.2)
167.6

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Dollars in tables in millions, except per share amounts.)Substantially all the liability for uncertain tax positions is recorded in long-term liabilities. At December 31, 2023 and
2022, approximately $161.7 million and $161.8 million, respectively, of the liability for uncertain tax positions would affect
our effective tax rate upon resolution of the uncertain tax positions.

Income tax expense in 2023, 2022 and 2021 includes $3.2 million, $4.3 million and $2.1 million, respectively, of interest,

net of tax benefit, and penalties related to tax positions taken on our tax returns. At December 31, 2023 and 2022, accrued
interest and penalties were $19.9 million and $15.9 million, respectively.

We file a consolidated U.S. federal income tax return and income tax returns in various state and local jurisdictions.

Our subsidiaries file tax returns in various foreign jurisdictions. Our principal foreign jurisdictions include the U.K., France
and Germany. The Internal Revenue Service has completed its examination of our U.S. federal tax returns through 2017. Tax
returns in the U.K., France and Germany have been examined through 2021, 2019 and 2015, respectively.

12. Pension and Other Postemployment Benefits

Defined Contribution Plans

Our domestic and international subsidiaries provide retirement benefits for their employees primarily through defined

contribution profit sharing and savings plans. Contributions to the plans vary by subsidiary and have generally been in
amounts up to the maximum percentage of total eligible compensation of participating employees that is deductible for
income tax purposes. Contribution expense was $127.9 million, $123.2 million and $115.5 million in 2023, 2022 and 2021,
respectively.

Defined Benefit Pension Plans

Two of our U.S. businesses and several of our non-U.S. businesses sponsor noncontributory defined benefit pension
plans. These plans provide benefits to employees based on formulas recognizing length of service and earnings. The U.S. plans
are subject to ERISA and cover approximately 700 participants. These plans are closed to new participants and do not accrue
future benefit credits. The non-U.S. plans, which include statutory plans, are not subject to ERISA and cover approximately
9,000 participants.

We have a Senior Executive Restrictive Covenant and Retention Plan, or Retention Plan, for certain executive officers
selected by the Compensation Committee. The Retention Plan is a non-qualified deferred compensation severance plan that
is not subject to ERISA. The Retention Plan was adopted to secure non-competition, non-solicitation, non-disparagement
and ongoing consulting services from such executive officers and to strengthen the retention aspect of executive officer
compensation. The Retention Plan provides annual payments upon termination following at least seven years of service
with Omnicom or its subsidiaries to the participants or to their beneficiaries. A participant’s annual benefit is payable for 15
consecutive calendar years following termination, but in no event prior to age 55. The annual benefit is equal to the lesser of
(i) the participant’s final average pay times an applicable percentage, which is based upon the executive’s years of service as an
executive officer, not to exceed 35% or (ii) $1.5 million adjusted for cost-of-living, beginning with the second annual payment,
not to exceed 2.5% per year. The Retention Plan is not funded, and benefits are paid when due.

Net periodic benefit expense:

Service cost
Interest cost
Expected return on plan assets
Amortization of prior service cost
Amortization of actuarial loss

Year Ended December 31,
2022

2021

2023

2.4
11.1
(0.3)
0.3
0.7
14.2

2.8
5.6
(1.4)
0.4
4.0
11.4

5.2
4.2
(1.5)
0.8
9.3
18.0

Included in AOCI at December 31, 2023 and 2022 were unrecognized costs for actuarial losses and prior service cost of

$15.9 million ($11.0 million net of income taxes) and $23.4 million ($15.9 million net of income taxes), respectively, that have
not yet been recognized in net periodic benefit cost. The unrecognized costs for actuarial gains and losses and prior service
cost included in AOCI and expected to be recognized in net periodic benefit cost in 2024 is $1.0 million.

F-25

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Dollars in tables in millions, except per share amounts.)Weighted average assumptions:

Discount rate
Compensation increases
Expected return on plan assets

Year Ended December 31,
2022

2021

2023

4.7 %
2.6 %
1.5 %

2.1 %
2.6 %
1.6 %

1.4 %
2.7 %
5.0 %

The expected long-term rate of return for plan assets for the U.S. plans is based on several factors, including current and

expected asset allocations, historical and expected returns on various asset classes and current and future market conditions.
A total return investment approach using a mix of equities and fixed income investments maximizes the long-term return.
This strategy is intended to minimize plan expense by achieving long-term returns in excess of the growth in plan liabilities
over time. The discount rate used to compute net periodic benefit cost is based on yields of available high-quality bonds and
reflects the expected cash flow as of the measurement date. The expected returns on plan assets and discount rates for the
non-U.S. plans are based on local factors, including each plan’s investment approach, local interest rates and plan participant
profiles.

Experience gains and losses and the effects of changes in actuarial assumptions are generally amortized over a period no

longer than the expected average future service of active employees.

Our funding policy is to contribute amounts sufficient to meet minimum funding requirements in accordance with the
applicable employee benefit and tax laws that the plans are subject to, plus such additional amounts as we may determine to be
appropriate. In 2023 and 2022, we contributed $8.8 million and $8.2 million, respectively, to the defined benefit pension plans.
We do not expect the contributions for 2024 to differ materially from the 2023 contributions.

Change in benefit obligation and fair value of plan assets:

Benefit Obligation:

January 1
Service cost
Interest cost
Amendments, curtailments and settlements
Actuarial (gain) loss
Benefits paid
Foreign currency translation

December 31
Fair Value of Plan Assets:

January 1
Actual return on plan assets
Employer contributions
Benefits paid
Foreign currency translation and other

December 31

Funded status and balance sheet classification:

Funded Status

Other assets
Other current liabilities
Long-term liabilities

F-26

December 31,

2023

2022

228.6
2.4
11.1
(0.4)
(2.1)
(12.4)
(2.9)
224.3

44.0
3.9
8.8
(12.4)
1.2
45.5

289.4
2.8
5.6
(0.1)
(52.2)
(10.9)
(6.0)
228.6

63.0
(14.3)
8.2
(10.9)
(2.0)
44.0

December 31,

2023
(178.8) $

2022
(184.6)

2.1
(8.6)
(172.3)
(178.8) $

2.4
(7.5)
(179.5)
(184.6)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Dollars in tables in millions, except per share amounts.)At December 31, 2023 and 2022, the accumulated benefit obligation for our defined benefit pension plans was

$179.5 million and $181.4 million, respectively.

Plans with benefit obligations in excess of plan assets:

Benefit obligation
Plan assets

Weighted average assumptions:

Discount rate
Compensation increases

At December 31, 2023, the estimated benefits expected to be paid over the next 10 years:

2024
2025
2026
2027
2028
2029 - 2033

Postemployment Arrangements

December 31,

2023
(215.5) $

34.7

(180.8) $

2022
(221.2)
34.2
(187.0)

December 31,

2023

2022

4.6 %
3.5 %

4.4 %
3.5 %

12.2
17.0
17.1
17.8
22.2
89.6

We have executive retirement agreements under which benefits will be paid to participants or to their beneficiaries over
periods up to ten years beginning after cessation of full-time employment. Our postemployment arrangements are unfunded,
and benefits are paid when due.

Net periodic benefit expense:

Service cost
Interest cost
Amortization of prior service cost
Amortization of actuarial loss
Total Net Periodic Benefit Expense

Year Ended December 31,
2022

2021

2023

3.4
5.7
3.8
—
12.9

4.5
2.6
3.8
2.5
13.4

4.8
2.1
4.1
3.9
14.9

Included in AOCI at December 31, 2023 and 2022 were unrecognized costs for actuarial losses and prior service cost of

$41.1 million ($28.8 million net of income taxes) and $31.6 million ($21.9 million net of income taxes), respectively, that have
not yet been recognized in the net periodic benefit cost. The unrecognized costs for actuarial gains and losses and prior service
cost included in AOCI and expected to be recognized in net periodic benefit cost in 2024 is $3.8 million.

Weighted average assumptions:

Discount rate
Compensation increases

Year Ended December 31,
2022

2021

2023

4.7 %
3.5 %

1.8 %
3.5 %

1.4 %
3.5 %

Experience gains and losses and effects of changes in actuarial assumptions are amortized over a period no longer than

the expected average future service of active employees.

F-27

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Dollars in tables in millions, except per share amounts.)Benefit obligation and balance sheet classification:

January 1
Service cost
Interest cost
Amendments
Actuarial (gain) loss
Benefits paid
December 31

Other current liabilities
Long-term liabilities
Total Benefit Obligation

Weighted average assumptions:

Discount rate
Compensation increases

At December 31, 2023, the estimated benefits expected to be paid over the next 10 years:

2024
2025
2026
2027
2028
2029 - 2033

December 31,

2023

130.8
3.4
5.7
6.9
6.3
(10.9)
142.2

11.9
130.3
142.2

2022
$ 153.0
4.5
2.6
5.8
(24.7)
(10.4)
$ 130.8

10.5
120.3
$ 130.8

December 31,

2023

2022

4.6 %
3.5 %

4.8 %
3.5 %

$ 11.9
13.2
13.4
13.5
13.1
52.9

13. Real Estate and Other Repositioning Costs

In connection with the transition to a flexible working environment, a hybrid model that allows for partial remote
work, we took certain actions in the first quarter of 2023 to reduce and reposition our office lease portfolio. In the second
quarter of 2023, as a result of our continuing efforts to increase efficiencies and relevant skill sets to meet client demands,
we incurred severance charges and other exit costs associated with rebalancing our workforce and consolidating operations
in certain markets.

As a result, for the year ended December 31, 2023, operating expenses included $191.5 million ($145.5 million after
tax), primarily related to non-cash impairment charges for the operating lease right-of-use, or ROU, assets, severance charges,
and other exit costs. All severance and other costs were paid during the year ended December 31, 2023. Substantially all of the
operating lease payments related to the ROU assets will be paid out over three years.

14. Dispositions of Subsidiaries

In April 2023, we disposed of certain research businesses included in our Execution & Support discipline. As a result, we
recorded a pretax gain of $78.8 million. The disposition will not have a material impact on our ongoing results of operations or
financial position.

15. Charges Arising from the Effects of the War in Ukraine

In 2022, we disposed of our businesses in Russia. In the first quarter of 2022, we recorded pretax charges of

$113.4 million, which included cash charges of $47.6 million and primarily consisted of the loss on the disposition of our net
investment in our Russian businesses and included charges related to the suspension of operations in Ukraine. All the charges
related to the disposition of our businesses in Russia have been paid as of December 31, 2022, and substantially all of our
commitments related to the suspension of operations in Ukraine have been paid.

F-28

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Dollars in tables in millions, except per share amounts.)16. Supplemental Cash Flow Data

Change in operating capital:

(Increase) decrease in accounts receivable
(Increase) decrease in work in process and other current assets
Increase (decrease) in accounts payable
Increase (decrease) in customer advances, taxes payable and other current liabilities
Change in other assets and liabilities, net
Increase (decrease) in operating capital

Supplemental financial information:

Income taxes paid
Interest paid

$
$

2021

Year Ended December 31,
2022

2023
(513.9) $ (129.1) $ (989.1)
(281.7)
(197.9)
(121.8)
921.3
(350.1)
602.3
338.8
(97.8)
(399.6)
171.2
(69.1)
(29.9)
(462.9) $ (844.0) $ 160.5

2023

Year Ended December 31,
2022
$ 450.3
$ 173.9

474.3
162.8

2021
$ 454.4
$ 219.3

Interest paid for 2021 includes a $37.7 million cash payment on the early redemption of all the outstanding $1.25 billion

principal amount of 3.625% Senior Notes due 2022.

Non-cash increase in lease liabilities:

Operating leases
Finance leases

17. Noncontrolling Interests

Changes in the ownership interests in our less than 100% owned subsidiaries:

Net income attributed to Omnicom Group Inc.
Net transfers (to) from noncontrolling interests
Change from net income attributed to Omnicom Group Inc. and transfers (to) from

Year Ended December 31,

2023

2022

$
$

206.9 $
48.2 $

241.7
74.5

Year Ended December 31,
2022
$ 1,316.5
(17.1)

2023
$ 1,391.4
(88.1)

2021
$ 1,407.8
(12.2)

noncontrolling interests

$ 1,303.3

$ 1,299.4

$ 1,395.6

18. Leases and Property and Equipment

Leases

Lease cost:

Operating lease cost
Variable lease cost
Short-term lease cost
Sublease income
Total Operating Leases

Finance lease cost:

Depreciation of ROU assets
Interest
Total Finance Leases
Total Lease Cost

F-29

Year Ended December 31,

2023

2022

216.2
29.9
2.5
(3.7)
244.9

$ 243.8
23.5
2.5
(3.8)
266.0

58.9
7.4
66.3
311.2

55.1
5.7
60.8
$ 326.8

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Dollars in tables in millions, except per share amounts.)Future lease payments:

2024
2025
2026
2027
2028
Thereafter
Total lease payments
Less: Interest
Present Value of Lease Liabilities

Balance sheet classification of operating leases:

Operating Lease ROU Assets

Lease liability:

Other current liabilities
Long-term liability - operating leases
Total Operating Lease Liability

December 31

Operating
Leases

251.6
206.8
176.5
134.7
105.4
470.0
1,345.0
274.7
$ 1,070.3

Finance
Leases

57.7
44.5
27.5
12.7
3.0
2.1
147.5
9.3
138.2

December 31,

2023
$ 1,046.4

2022
$ 1,165.0

217.3
853.0
$ 1,070.3

207.9
900.0
$ 1,107.9

At December 31, 2023 and 2022, office space and equipment operating leases had a weighted average remaining lease

term of 6.4 and 6.9 years, respectively, and a weighted average discount rate of 3.7% and 3.4%, respectively.

Property and Equipment

Property and equipment:

Property and equipment - owned
Equipment under finance leases
Property and Equipment, Gross
Accumulated depreciation
Property and Equipment, Net

December 31,

2023
$ 1,620.9
404.4
2,025.3
(1,150.4)
874.9

2022
$ 1,684.6
383.0
2,067.6
(1,167.5)
900.1

At December 31, 2023 and 2022, finance leases had a weighted average remaining lease term of 2.9 years and 3.1 years,

respectively, and a weighted average discount rate of 6.6% and 5.1%, respectively.

19. Temporary Equity - Redeemable Noncontrolling Interests

Owners of noncontrolling equity interests in certain of our subsidiaries have the right in certain circumstances to require
us to purchase all or a portion of their equity interest at fair value as defined in the applicable agreements. Assuming that the
subsidiaries perform at their current and projected profit levels, at December 31, 2023, the aggregate estimated amount we
could be required to pay in future periods is $414.6 million, of which $120.9 million is currently exercisable by the holders.
If these rights are exercised, there would be an increase in net income attributable to Omnicom as a result of our increased
ownership interest and the reduction of net income attributable to noncontrolling interests. The ultimate amount paid could be
significantly different because the redemption amount depends on the future results of operations of the subject businesses,
the timing of the exercise of these rights and changes in foreign currency exchange rates. Upon redemption, the difference
between the estimated redemption value and the actual amount paid is recorded in additional paid-in capital.

F-30

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Dollars in tables in millions, except per share amounts.)20. Commitments and Contingent Liabilities

In the ordinary course of business, we are involved in various legal proceedings. We do not expect that these proceedings

will have a material adverse effect on our business, results of operations or financial position.

21. Accumulated Other Comprehensive Income (Loss)

Changes in AOCI, net of income taxes:

Defined
Benefit Pension
Plans and
Postemployment
Arrangements

Cash Flow
Hedge

Foreign
Currency
Translation

Total

January 1, 2022
Other comprehensive income (loss) before reclassifications
Reclassification from accumulated other comprehensive income (loss)
December 31, 2022
Other comprehensive income (loss) before reclassifications
Reclassification from accumulated other comprehensive income (loss)
December 31, 2023

(16.1) $
—
4.0
(12.1)
—
4.0
(8.1) $

(90.4) $ (1,145.8) $ (1,252.3)
(197.2)
(238.7)
41.5
11.6
—
7.6
(1,437.9)
(1,384.5)
(41.3)
92.9
97.7
(4.8)
7.4
—
3.4
(42.7) $ (1,286.8) $ (1,337.6)

22. Fair Value

Financial assets and liabilities measured at fair value on a recurring basis:

December 31, 2023

Level 1

Level 2

Level 3

Total

Assets:

Cash and cash equivalents
Marketable equity securities

Liabilities:

Cross currency swaps - net investment hedge
Contingent purchase price obligations

December 31, 2022

Assets:

Cash and cash equivalents
Short-term investments
Marketable equity securities

Liabilities:

Foreign currency derivatives
Cross currency swaps - net investment hedge
Contingent purchase price obligations

Changes in contingent purchase price obligations:

January 1
Acquisitions
Revaluation and interest
Payments
Foreign currency translation
December 31

$ 4,432.0
0.9

6.6

229.5

$ 4,281.8

0.9

60.7

0.1
16.5

115.0

$ 4,432.0
0.9

6.6
229.5

$ 4,281.8
60.7
0.9

0.1
16.5
115.0

December 31,

2023

2022

115.0
217.4
(36.1)
(67.7)
0.9
229.5

167.1
13.3
(26.0)
(32.7)
(6.7)
115.0

F-31

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Dollars in tables in millions, except per share amounts.)Carrying amount and fair value of our financial assets and liabilities:

Assets:

Cash and cash equivalents
Short-term investments
Marketable equity securities
Non-marketable equity securities

Liabilities:

Short-term debt
Foreign currency derivatives
Cross currency swaps – net investment hedge
Contingent purchase price obligations
Long-term debt

December 31,

2023

2022

Carrying
Amount

Fair
Value

Carrying
Amount

Fair
Value

$ 4,432.0
—
0.9
6.7

$ 4,281.8
60.7
0.9
5.6

10.9
—
6.6
229.5
5,639.6

10.9
—
6.6
229.5
5,237.8

16.9
0.1
16.5
115.0
5,577.2

16.9
0.1
16.5
115.0
4,993.4

The estimated fair values of the cross-currency swaps and foreign currency derivative instruments are determined using

model-derived valuations, taking into consideration foreign currency rates, interest rates, and counterparty credit risk. The
estimated fair value of the contingent purchase price obligations is calculated in accordance with the terms of each acquisition
agreement and is discounted. The fair value of long-term debt is based on quoted market prices.

23. Derivative Instruments and Hedging Activities

We manage our exposure to foreign exchange rate risk and interest rate risk through various strategies, including the use

of derivative financial instruments. We use net investment hedges to manage the volatility of foreign exchange rates on the
investment in our foreign subsidiaries. We may use forward foreign exchange contracts as economic hedges to manage the
cash flow volatility arising from foreign exchange rate fluctuations related to foreign currency transactions. We do not use
derivatives for trading or speculative purposes. Using derivatives exposes us to the risk that counterparties to the derivative
contracts will fail to meet their contractual obligations. We manage that risk through careful selection and ongoing evaluation
of the counterparty financial institutions based on specific minimum credit standards and other factors.

We evaluate the effects of changes in foreign currency exchange rates, interest rates and other relevant market risks on
our derivatives. We periodically determine the potential loss from market risk on our derivatives by performing a value-at-risk,
or VaR, analysis. VaR is a statistical model that uses historical currency exchange rate data to measure the potential impact on
future earnings of our derivative financial instruments assuming normal market conditions. The VaR model is not intended to
represent actual losses but is used as a risk estimation and management tool. 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,
2023 was not significant.

Foreign Currency Exchange Risk

As an integral part of our global treasury operations, we centralize our cash and use notional multicurrency pools to
manage the foreign currency exchange risk that arises from imbalances between subsidiaries and their respective treasury
centers. In addition, there are circumstances where revenue and expense transactions are not denominated in the same
currency. In these instances, amounts are either promptly settled or hedged with forward foreign exchange contracts. To
manage this risk, at December 31, 2022, we had outstanding forward foreign exchange contracts with an aggregate notional
amount of $40.3 million. There were no outstanding forward foreign exchange contracts at December 31, 2023.

Foreign currency derivatives are designated as fair value hedges; therefore, any gain or loss in fair value incurred on

those instruments is recorded in results of operations and is generally offset by decreases or increases in the fair value of the
underlying exposure. By using these financial instruments, we reduce financial risk of adverse foreign exchange changes by
foregoing any gain which might occur if the markets move favorably. The terms of our forward foreign exchange contracts are
generally less than 90 days.

F-32

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Dollars in tables in millions, except per share amounts.)We have fixed-to-fixed cross currency swaps with a notional value of $150 million that hedge a portion of the net
investment in our Japanese subsidiaries against volatility in the Yen/U.S. Dollar exchange rate. 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. Changes in the
fair value of the swaps are recognized in foreign currency translation and are reported in AOCI. Any gain or loss will remain
in AOCI until the complete or substantially complete liquidation of our investment in the underlying operations. We have
elected to assess the effectiveness of our net investment hedges based on changes in spot exchange rates. We receive net fixed
U.S. Dollar interest payments from the swaps, and we recorded a reduction of interest expense of $6.6 million and $1.2 million
in 2023 and 2022, respectively. At December 31, 2023 and 2022, the liability for the swap fair value was $6.6 million and
$16.5 million, respectively, and was recorded in long-term liabilities.

Interest Rate Risk

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

fixed rate and floating rate debt. There were no interest rate swaps in 2023 and 2022. Long-term debt at December 31, 2023
and 2022 consisted entirely of fixed-rate debt.

24. New Accounting Standards

On November 27, 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable
Segment Disclosures (“ASU 2023-07”), that requires disclosure of significant expenses that are regularly provided to the chief
operating decision maker. ASU 2023-07 is effective for annual periods beginning after December 15, 2023, and for interim
periods within fiscal years beginning after December 15, 2024. ASU 2023-07 requires retrospective application in the period
of initial application. We will apply ASU 2023-07 for annual periods beginning on January 1, 2024, and for interim periods
beginning on January 1, 2025. ASU 2023-07 affects financial statement disclosure only, and its adoption will not affect our
results of operations or financial position.

On December 14, 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures

(“ASU 2023-09”), that requires, among other things, greater disaggregation of information in the rate reconciliation, and income
taxes paid disaggregated by jurisdiction. ASU 2023-09 is effective for annual periods beginning after December 15, 2024. We will
apply ASU 2023-09 on January 1, 2025. ASU 2023-09 affects financial statement disclosure only and its adoption will not affect
our results of operations or financial position.

25. Subsequent Events

As described in Note 5, 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. As described in Note 7, on January 3, 2024, we entered into
a Term Loan Facility that provides for a delayed-draw term loan up to an aggregate principal amount of $600 million. We have
evaluated events subsequent to the balance sheet date and determined there have not been any other events that have occurred
that would require adjustment to or disclosure in the consolidated financial statements.

F-33

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Dollars in tables in millions, except per share amounts.)OMNICOM GROUP INC. AND SUBSIDIARIES
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
For the Three Years Ended December 31, 2023
(In millions)

Description

Valuation accounts deducted from assets:
Allowance for Doubtful Accounts:

December 31, 2023
December 31, 2022
December 31, 2021

Balance
Beginning of
Period

Charged to
Costs and
Expenses

Removal of
Uncollectible
Receivables

Translation
Adjustment
Increase
(Decrease)

Balance
End of
Period

24.7
21.7
30.4

(2.8) $
6.1
4.7

(5.1) $
(2.4)
(12.7)

0.4
(0.7)
(0.7)

17.2
24.7
21.7

S-1

Omnicom

Financial Performance

Return On Equity — 10 Year Average 42.9%
60%

40%

20%

2014

2015

2016

2017

2018

2019

2020

2021

2022

2023

Percentage of Cumulative Net Income Returned to Shareholders — 10 Years
($in billions)

$15

$12

109%

$4.4

113%

$3.3

123%

$2.2

135%

$1.1

93%

$12.2

95%

$10.8

95%

$9.5

100%

$7.1

98%

$8.0

104%

$5.8

2014

2015

2016

2017

2018

2019

2020

2021

2022

2023

Percentage of Cumulative Net Income Returned to Shareholders – Cumulative Dividends Paid plus Cumulative Cost of Net Shares Repurchased
divided by Cumulative Net Income.

Cumulative Net Income – Omnicom Group Inc.

Cumulative Dividends Paid.
Cumulative Cost of Net Shares Repurchased – Payments for repurchases of common stock less proceeds from stock plans.

Past performance does not guarantee future results. This Annual Report to Shareholders contains forward-looking statements, and actual results could differ
materially. Risk factors that could cause actual results to differ are set forth in the “Risk Factors” section and throughout our 2023 Form 10-K, which is
included in this Annual Report.

Omnicom

Financial Highlights

(In millions, except per share amounts)
Operating Data:
Revenue
Operating Profit
Net Income – Omnicom Group Inc.

Net Income Per Share – Omnicom Group Inc.:

Basic
Diluted

Dividends Per Share

2023

2022

2021

2020

2019

$14,692.2
2,104.7
1,391.4

$14,289.1
2,083.3
1,316.5

$14,289.4
2,197.9
1,407.8

$13,171.1
1,598.8
945.4

$14,953.7
2,122.3
1,339.1

$6.98
6.91
$2.80

$6.40
6.36
$2.80

$6.57
6.53
$2.80

$4.38
4.37
$2.60

$6.09
6.06
$2.60

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

PERFORMANCE GRAPH

The graph below compares the cumulative total return on our common stock during the last five fiscal years

with the Standard & Poor’s 500 Composite Index and a peer group of publicly held corporate communications and
marketing holding companies consisting of The Interpublic Group of Companies, Inc., WPP plc and Publicis Groupe
SA. The graph shows the value at the end of each year of $100 invested in each of our common stock, the S&P 500
Index and the peer group. The graph assumes the reinvestment of dividends.

Returns depicted in the graph are not indicative of future performance.

Comparison of Cumulative Five Year Total Return

$250

$200

$150

$100

$50

Dec18

Dec19

Dec20

Dec21

Dec22

Dec23

Omnicom Group Inc.

S&P 500

Peer Group

Board Of Directors

Officers

Omnicom

John D. Wren
Chairman and Chief Executive Officer
Daryl Simm
President and Chief Operating Officer
Philip J. Angelastro
Executive Vice President and Chief Financial Officer
Jonathan B. Nelson
Chief Executive Officer, Omnicom Digital
Rita E. Rodriguez
Executive Vice President
Adrian Sapollnik
Executive Vice President, Strategy and Corporate Development
Andrew L. Castellaneta
Senior Vice President, Chief Accounting Officer
Craig Cuyar
Senior Vice President and Global Chief Information Officer
Emily K. Graham
Chief Equity and Impact Officer and Senior Vice President,
Diversity and Inclusion Communications
Louis F. Januzzi
Senior Vice President, General Counsel and Secretary
Andrea Lennon
Chief Client Officer
Gregory H. Lundberg
Senior Vice President of Investor Relations
Maeve C. Robinson
Senior Vice President – Finance
Peter L. Swiecicki
Senior Vice President, Finance and Controller
Rochelle M. Tarlowe
Senior Vice President and Treasurer
Karen van Bergen
Executive Vice President, Chief Environmental Sustainability Officer and
Dean of Omnicom University
John C. Wynne
Senior Vice President – Tax

John D. Wren
Chairman and Chief Executive Officer, Omnicom Group Inc.
Mary C. Choksi*
Former Founding Partner and Senior Manager, Strategic Investment Group
Leonard S. Coleman, Jr.
Former President, National League of Professional Baseball Clubs
Mark D. Gerstein
Former Partner, Latham & Watkins LLP
Ronnie S. Hawkins
Partner, Global Infrastructure Partners
Deborah J. Kissire
Former Vice Chair and Regional Managing Partner, EY
Gracia C. Martore
Former President and Chief Executive Officer, TEGNA Inc.
Patricia Salas Pineda
Former Group Vice President of Hispanic Business Strategy,
Toyota Motor North America, Inc.
Linda Johnson Rice
Chief Executive Officer, Johnson Publishing Company
Cassandra Santos
Former Chief Information Officer, Asurion
Valerie M. Williams
Former Southwest Assurance Managing Partner, EY

* Lead Independent Director

Committees Of The Board

Audit
Mary C. Choksi, Chair
Mark D. Gerstein
Deborah J. Kissire
Gracia C. Martore
Valerie M. Williams
Compensation
Gracia C. Matore, Chair
Mary C. Choksi
Leonard S. Coleman, Jr.
Ronnie S. Hawkins
Linda Johnson Rice
Finance
Deborah J. Kissire, Chair
Mark D. Gerstein
Patricia Salas Pineda
Cassandra Santos
Valerie M. Williams
Governance
Leonard S. Coleman, Jr., Chair
Ronnie S. Hawkins
Patricia Salas Pineda
Linda Johnson Rice

Omnicom

Corporate Information

Principal Executive Offices
Omnicom Group Inc.
280 Park Avenue
New York, New York 10017
Tel: (212) 415-3600

Omnicom Group Inc.
1055 Washington Boulevard
Stamford, Connecticut 06901
Tel: (203) 618-1500

Omnicom Group Inc.
525 Okeechobee Boulevard
Suite 870-
West Palm Beach, Florida 33411
Tel: (561) 207-2200

Omnicom Europe Limited
Bankside 3
90-100 Southwark Street
London, SE1 0SW
United Kingdom
Tel: +44(0) 20 7298 7007

Omnicom Asia Pacific – Singapore
Creative Centre At Pico
Lobby B Level 10
20 Kallang Avenue
Singapore 339411
Tel: +65 6671 4417

www.omnicomgroup.com

Printed on Recycled Paper

Annual Meeting
The Annual Meeting of Shareholders will be
held on Tuesday, May 7, 2024, at
10 A.M. Eastern Daylight Time at
Flywheel Digital
1801 Porter Street, Suite 300
Baltimore, Maryland 21230
SEC Certifications
The certifications by the Chairman and Chief Executive Officer
and the Executive Vice President and Chief Financial Officer of
Omnicom Group Inc., required under Sections 302 and 906 of
the Sarbanes-Oxley Act of 2002, have been filed as exhibits to the
company’s 2023 Annual Report on Form 10-K.
NYSE Certification
After the 2024 Annual Meeting of Shareholders, Omnicom
intends to file with the New York Stock Exchange (NYSE) the
CEO certification regarding Omnicom’s compliance with the
NYSE’s corporate governance listing standards as required by
NYSE rule 303A.12. Last year, the Chairman and Chief Executive
Officer of Omnicom submitted this certification to the NYSE on
June 1, 2023
Stock Listing
Omnicom common stock is traded on the New York Stock
Exchange. The ticker symbol is OMC.
Transfer Agent & Registrar
Equiniti Trust Company, LLC
EQ Shareowner Services
PO Box 64854, St. Paul, Minnesota 55164-0854
www.shareowneronline.com
Stock Transfer Matters/Change Of Address
To assist you in handling matters relating to stock transfer or
change of address, please write to or call our transfer agent:
EQ Shareowner Services
PO Box 64854, St. Paul, Minnesota 55164-0854
Tel: 800.468.9716
Or, by courier to:
EQ Shareowner Services
1110 Centre Pointe Curve, Suite 101
Mendota Heights, Minnesota 55120-4100
Independent Auditors
KPMG LLP
345 Park Avenue
New York, New York 10154