New York
|
|
13-1514814
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer Identification No.)
|
|
|
|
437 Madison Avenue, New York, NY
|
|
10022
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Title of each class
|
|
Name of each exchange on which registered
|
Common Stock, $.15 Par Value
|
|
New York Stock Exchange
|
Yes
þ
|
No
o
|
Yes
o
|
No
þ
|
Yes
þ
|
No
o
|
Yes
þ
|
No
o
|
Large accelerated filer
þ
|
Accelerated filer
o
|
Non-accelerated filer
o
|
Smaller reporting company
o
|
Yes
o
|
No
þ
|
|
|
Page
|
|
PART I
|
|
Item 4.
|
||
|
PART II
|
|
|
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 Accounting Fees and Services
|
|
|
PART IV
|
|
Item 16.
|
Form 10-K Summary
|
|
|
||
|
|
|
Selected Quarterly Financial Data
|
||
Schedule II - Valuation and Qualifying Accounts
|
advertising
|
|
interactive marketing
|
brand consultancy
|
|
investor relations
|
content marketing
|
|
marketing research
|
corporate social responsibility consulting
|
|
media planning and buying
|
crisis communications
|
|
mobile marketing
|
custom publishing
|
|
multi-cultural marketing
|
data analytics
|
|
non-profit marketing
|
database management
|
|
organizational communications
|
direct marketing
|
|
package design
|
entertainment marketing
|
|
product placement
|
environmental design
|
|
promotional marketing
|
experiential marketing
|
|
public affairs
|
field marketing
|
|
public relations
|
financial/corporate business-to-business advertising
|
|
reputation consulting
|
graphic arts/digital imaging
|
|
retail marketing
|
healthcare communications
|
|
search engine marketing
|
instore design
|
|
social media marketing
|
|
|
sports and event marketing
|
Name
|
Position
|
Age
|
Bruce Crawford
|
Chairman of the Board
|
87
|
John D. Wren
|
President and Chief Executive Officer
|
64
|
Philip J. Angelastro
|
Executive Vice President and Chief Financial Officer
|
52
|
Michael J. O’Brien
|
Senior Vice President, General Counsel and Secretary
|
55
|
Dennis E. Hewitt
|
Treasurer
|
72
|
Andrew L. Castellaneta
|
Senior Vice President, Chief Accounting Officer
|
58
|
Peter L. Swiecicki
|
Senior Vice President, Finance and Controller
|
58
|
Jonathan B. Nelson
|
CEO, Omnicom Digital
|
49
|
|
Net Rent
|
||
2017
|
$
|
275.5
|
|
2018
|
219.6
|
|
|
2019
|
192.2
|
|
|
2020
|
156.2
|
|
|
2021
|
130.9
|
|
|
Thereafter
|
550.9
|
|
|
|
$
|
1,525.3
|
|
|
|
High
|
|
Low
|
|
Dividends Paid
Per Share
|
||||||
2016
|
|
|
|
|
|
|
||||||
First Quarter
|
|
$
|
84.23
|
|
|
$
|
66.48
|
|
|
$
|
0.50
|
|
Second Quarter
|
|
85.95
|
|
|
75.61
|
|
|
0.55
|
|
|||
Third Quarter
|
|
87.50
|
|
|
79.94
|
|
|
0.55
|
|
|||
Fourth Quarter
|
|
89.66
|
|
|
78.67
|
|
|
0.55
|
|
|||
2015
|
|
|
|
|
|
|
|
|
|
|||
First Quarter
|
|
$
|
80.98
|
|
|
$
|
71.98
|
|
|
$
|
0.50
|
|
Second Quarter
|
|
79.28
|
|
|
69.02
|
|
|
0.50
|
|
|||
Third Quarter
|
|
74.56
|
|
|
64.31
|
|
|
0.50
|
|
|||
Fourth Quarter
|
|
77.57
|
|
|
64.44
|
|
|
0.50
|
|
Period
|
|
Total Number of
Shares Purchased
|
|
Average Price Paid
Per Share
|
|
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
|
|||
October 1-31, 2016
|
|
345,044
|
|
|
$
|
82.97
|
|
|
—
|
|
—
|
November 1-30, 2016
|
|
60,000
|
|
|
79.58
|
|
|
—
|
|
—
|
|
December 1-31, 2016
|
|
1,216,981
|
|
|
86.22
|
|
|
—
|
|
—
|
|
|
|
1,622,025
|
|
|
$
|
85.28
|
|
|
—
|
|
—
|
|
June 30,
|
||
|
2016
|
|
2015
|
Long-Term Growth Rate
|
4%
|
|
4%
|
WACC
|
9.7% - 10.3%
|
|
10.1% -10.7%
|
|
2016
|
|
2015
|
||||
Revenue
|
$
|
15,416.9
|
|
|
$
|
15,134.4
|
|
Operating Expenses:
|
|
|
|
||||
Salary and service costs
|
11,453.2
|
|
|
11,248.7
|
|
||
Occupancy and other costs
|
1,218.0
|
|
|
1,242.7
|
|
||
Cost of services
|
12,671.2
|
|
|
12,491.4
|
|
||
Selling, general and administrative expenses
|
443.9
|
|
|
431.8
|
|
||
Depreciation and amortization
|
292.9
|
|
|
291.1
|
|
||
|
13,408.0
|
|
|
13,214.3
|
|
||
Operating Profit
|
2,008.9
|
|
|
1,920.1
|
|
||
Operating Margin - %
|
13.0
|
%
|
|
12.7
|
%
|
||
Add back: Amortization of intangible assets
|
115.2
|
|
|
109.3
|
|
||
Earnings before interest, taxes and amortization of intangible assets (“EBITA”)
|
2,124.1
|
|
|
2,029.4
|
|
||
EBITA Margin - %
|
13.8
|
%
|
|
13.4
|
%
|
||
Deduct: Amortization of intangible assets
|
115.2
|
|
|
109.3
|
|
||
Operating Profit
|
2,008.9
|
|
|
1,920.1
|
|
||
Interest Expense
|
209.7
|
|
|
181.1
|
|
||
Interest Income
|
42.6
|
|
|
39.6
|
|
||
Income Before Income Taxes and Income From Equity Method Investments
|
1,841.8
|
|
|
1,778.6
|
|
||
Income Tax Expense
|
600.5
|
|
|
583.6
|
|
||
Income From Equity Method Investments
|
5.4
|
|
|
8.4
|
|
||
Net Income
|
1,246.7
|
|
|
1,203.4
|
|
||
Net Income Attributed To Noncontrolling Interests
|
98.1
|
|
|
109.5
|
|
||
Net Income - Omnicom Group Inc.
|
$
|
1,148.6
|
|
|
$
|
1,093.9
|
|
|
Total
|
|
Domestic
|
|
International
|
|||||||||||||||
|
$
|
|
%
|
|
$
|
|
%
|
|
$
|
|
%
|
|||||||||
December 31, 2015
|
$
|
15,134.4
|
|
|
|
|
$
|
8,526.7
|
|
|
|
|
$
|
6,607.7
|
|
|
|
|||
Components of revenue change:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Foreign exchange impact
|
(283.8
|
)
|
|
(1.9
|
)%
|
|
—
|
|
|
—
|
%
|
|
(283.8
|
)
|
|
(4.3
|
)%
|
|||
Acquisitions, net of dispositions
|
38.2
|
|
|
0.3
|
%
|
|
(56.9
|
)
|
|
(0.7
|
)%
|
|
95.1
|
|
|
1.4
|
%
|
|||
Organic growth
|
528.1
|
|
|
3.5
|
%
|
|
158.0
|
|
|
1.9
|
%
|
|
370.1
|
|
|
5.6
|
%
|
|||
December 31, 2016
|
$
|
15,416.9
|
|
|
1.9
|
%
|
|
$
|
8,627.8
|
|
|
1.2
|
%
|
|
$
|
6,789.1
|
|
|
2.7
|
%
|
•
|
The foreign exchange 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
$15,700.7 million
for the Total column). The foreign exchange impact is the difference between the current period revenue in U.S. Dollars and the current period constant currency revenue (
$15,416.9 million
less
$15,700.7 million
for the Total column).
|
•
|
Acquisitions, net of dispositions, is calculated by aggregating the prior period revenue of the acquired businesses, less the prior period revenue of any business that was disposed of in the current period.
|
•
|
Organic growth is calculated by subtracting both the foreign exchange and acquisition 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 (
$15,134.4 million
for the Total column).
|
|
2016
|
|
2015
|
|
$ Change
|
|
% Change
|
|
% Organic Growth
|
||||||||
Americas:
|
|
|
|
|
|
|
|
|
|
||||||||
North America
|
$
|
9,174.0
|
|
|
$
|
9,029.2
|
|
|
$
|
144.8
|
|
|
1.6
|
%
|
|
2.4
|
%
|
Latin America
|
423.6
|
|
|
329.8
|
|
|
93.8
|
|
|
28.4
|
%
|
|
(0.8
|
)%
|
|||
EMEA:
|
|
|
|
|
|
|
|
|
|
||||||||
Europe
|
3,904.2
|
|
|
3,942.9
|
|
|
(38.7
|
)
|
|
(1.0
|
)%
|
|
4.3
|
%
|
|||
Middle East and Africa
|
278.9
|
|
|
260.6
|
|
|
18.3
|
|
|
7.0
|
%
|
|
11.7
|
%
|
|||
Asia Pacific
|
1,636.2
|
|
|
1,571.9
|
|
|
64.3
|
|
|
4.1
|
%
|
|
6.9
|
%
|
|||
|
$
|
15,416.9
|
|
|
$
|
15,134.4
|
|
|
$
|
282.5
|
|
|
1.9
|
%
|
|
3.5
|
%
|
|
Year Ended December 31,
|
||||||||||||||||||||||
|
2016
|
|
2015
|
|
2016 vs. 2015
|
||||||||||||||||||
|
$
|
|
% of
Revenue
|
|
$
|
|
% of
Revenue
|
|
$
Change
|
|
%
Change
|
|
% Organic Growth
|
||||||||||
Advertising
|
$
|
8,194.5
|
|
|
53.2
|
%
|
|
$
|
7,824.5
|
|
|
51.7
|
%
|
|
$
|
370.0
|
|
|
4.7
|
%
|
|
5.9
|
%
|
CRM
|
4,738.3
|
|
|
30.7
|
%
|
|
4,913.1
|
|
|
32.5
|
%
|
|
(174.8
|
)
|
|
(3.6
|
)%
|
|
(0.3
|
)%
|
|||
Public relations
|
1,374.8
|
|
|
8.9
|
%
|
|
1,329.1
|
|
|
8.8
|
%
|
|
45.7
|
|
|
3.4
|
%
|
|
2.8
|
%
|
|||
Specialty communications
|
1,109.3
|
|
|
7.2
|
%
|
|
1,067.7
|
|
|
7.0
|
%
|
|
41.6
|
|
|
3.9
|
%
|
|
4.6
|
%
|
|||
|
$
|
15,416.9
|
|
|
|
|
$
|
15,134.4
|
|
|
|
|
$
|
282.5
|
|
|
1.9
|
%
|
|
3.5
|
%
|
|
|
2016
|
|
2015
|
||
Food and Beverage
|
|
13
|
%
|
|
13
|
%
|
Consumer Products
|
|
10
|
%
|
|
10
|
%
|
Pharmaceuticals and Health Care
|
|
12
|
%
|
|
11
|
%
|
Financial Services
|
|
7
|
%
|
|
7
|
%
|
Technology
|
|
9
|
%
|
|
10
|
%
|
Auto
|
|
8
|
%
|
|
8
|
%
|
Travel and Entertainment
|
|
7
|
%
|
|
6
|
%
|
Telecommunications
|
|
5
|
%
|
|
5
|
%
|
Retail
|
|
6
|
%
|
|
6
|
%
|
Other
|
|
23
|
%
|
|
24
|
%
|
|
Year Ended December 31,
|
|||||||||||||||||||
|
2016
|
|
2015
|
2016 vs. 2015
|
||||||||||||||||
|
$
|
|
% of
Revenue
|
|
$
|
|
% of
Revenue
|
|
$
Change
|
|
%
Change
|
|||||||||
Revenue
|
$
|
15,416.9
|
|
|
|
|
$
|
15,134.4
|
|
|
|
|
$
|
282.5
|
|
|
1.9
|
%
|
||
Operating Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Salary and service costs
|
11,453.2
|
|
|
74.3
|
%
|
|
11,248.7
|
|
|
74.3
|
%
|
|
204.5
|
|
|
1.8
|
%
|
|||
Occupancy and other costs
|
1,218.0
|
|
|
7.9
|
%
|
|
1,242.7
|
|
|
8.2
|
%
|
|
(24.7
|
)
|
|
(2.0
|
)%
|
|||
Cost of services
|
12,671.2
|
|
|
|
|
12,491.4
|
|
|
|
|
179.8
|
|
|
|
||||||
Selling, general and administrative expenses
|
443.9
|
|
|
2.9
|
%
|
|
431.8
|
|
|
2.9
|
%
|
|
12.1
|
|
|
2.8
|
%
|
|||
Depreciation and amortization
|
292.9
|
|
|
1.9
|
%
|
|
291.1
|
|
|
1.9
|
%
|
|
1.8
|
|
|
0.6
|
%
|
|||
|
13,408.0
|
|
|
87.0
|
%
|
|
13,214.3
|
|
|
87.3
|
%
|
|
193.7
|
|
|
1.5
|
%
|
|||
Operating Profit
|
$
|
2,008.9
|
|
|
13.0
|
%
|
|
$
|
1,920.1
|
|
|
12.7
|
%
|
|
$
|
88.8
|
|
|
4.6
|
%
|
|
2015
|
|
2014
|
||||
Revenue
|
$
|
15,134.4
|
|
|
$
|
15,317.8
|
|
Operating Expenses:
|
|
|
|
||||
Salary and service costs
|
11,248.7
|
|
|
11,245.5
|
|
||
Occupancy and other costs
|
1,242.7
|
|
|
1,356.6
|
|
||
Cost of services
|
12,491.4
|
|
|
12,602.1
|
|
||
Selling, general and administrative expenses
|
431.8
|
|
|
477.2
|
|
||
Depreciation and amortization
|
291.1
|
|
|
294.4
|
|
||
|
13,214.3
|
|
|
13,373.7
|
|
||
Operating Profit
|
1,920.1
|
|
|
1,944.1
|
|
||
Operating Margin - %
|
12.7
|
%
|
|
12.7
|
%
|
||
Add back: Amortization of intangible assets
|
109.3
|
|
|
107.1
|
|
||
Earnings before interest, taxes and amortization of intangible assets (“EBITA”)
|
2,029.4
|
|
|
2,051.2
|
|
||
EBITA Margin - %
|
13.4
|
%
|
|
13.4
|
%
|
||
Deduct: Amortization of intangible assets
|
109.3
|
|
|
107.1
|
|
||
Operating Profit
|
1,920.1
|
|
|
1,944.1
|
|
||
Interest Expense
|
181.1
|
|
|
177.2
|
|
||
Interest Income
|
39.6
|
|
|
43.1
|
|
||
Income Before Income Taxes and Income From Equity Method Investments
|
1,778.6
|
|
|
1,810.0
|
|
||
Income Tax Expense
|
583.6
|
|
|
593.1
|
|
||
Income From Equity Method Investments
|
8.4
|
|
|
16.2
|
|
||
Net Income
|
1,203.4
|
|
|
1,233.1
|
|
||
Net Income Attributed To Noncontrolling Interests
|
109.5
|
|
|
129.1
|
|
||
Net Income - Omnicom Group Inc.
|
$
|
1,093.9
|
|
|
$
|
1,104.0
|
|
|
Total
|
|
Domestic
|
|
International
|
|||||||||||||||
|
$
|
|
%
|
|
$
|
|
%
|
|
$
|
|
%
|
|||||||||
December 31, 2014
|
$
|
15,317.8
|
|
|
|
|
$
|
8,185.9
|
|
|
|
|
$
|
7,131.9
|
|
|
|
|||
Components of revenue change:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Foreign exchange impact
|
(1,008.8
|
)
|
|
(6.6
|
)%
|
|
—
|
|
|
—
|
%
|
|
(1,008.8
|
)
|
|
(14.1
|
)%
|
|||
Acquisitions, net of dispositions
|
14.6
|
|
|
0.1
|
%
|
|
(37.0
|
)
|
|
(0.5
|
)%
|
|
51.6
|
|
|
0.7
|
%
|
|||
Organic growth
|
810.8
|
|
|
5.3
|
%
|
|
377.8
|
|
|
4.6
|
%
|
|
433.0
|
|
|
6.1
|
%
|
|||
December 31, 2015
|
$
|
15,134.4
|
|
|
(1.2
|
)%
|
|
$
|
8,526.7
|
|
|
4.2
|
%
|
|
$
|
6,607.7
|
|
|
(7.4
|
)%
|
•
|
The foreign exchange 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
$16,143.2 million
for the Total column). The foreign exchange impact is the difference between the current period revenue in U.S. Dollars and the current period constant currency revenue (
$15,134.4 million
less
$16,143.2 million
for the Total column).
|
•
|
Acquisitions, net of dispositions, is calculated by aggregating the prior period revenue of the acquired businesses, less the prior period revenue of any business that was disposed of in the current period.
|
•
|
Organic growth is calculated by subtracting both the foreign exchange and acquisition 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 (
$15,317.8 million
for the Total column).
|
|
2015
|
|
2014
|
|
$ Change
|
|
% Change
|
|
% Organic Growth
|
||||||||
Americas:
|
|
|
|
|
|
|
|
|
|
||||||||
North America
|
$
|
9,029.2
|
|
|
$
|
8,672.0
|
|
|
$
|
357.2
|
|
|
4.1
|
%
|
|
5.4
|
%
|
Latin America
|
329.8
|
|
|
439.7
|
|
|
(109.9
|
)
|
|
(25.0
|
)%
|
|
(3.3
|
)%
|
|||
EMEA:
|
|
|
|
|
|
|
|
|
|
||||||||
Europe
|
3,942.9
|
|
|
4,346.4
|
|
|
(403.5
|
)
|
|
(9.3
|
)%
|
|
4.9
|
%
|
|||
Middle East and Africa
|
260.6
|
|
|
256.1
|
|
|
4.5
|
|
|
1.7
|
%
|
|
6.8
|
%
|
|||
Asia Pacific
|
1,571.9
|
|
|
1,603.6
|
|
|
(31.7
|
)
|
|
(2.0
|
)%
|
|
7.9
|
%
|
|||
|
$
|
15,134.4
|
|
|
$
|
15,317.8
|
|
|
$
|
(183.4
|
)
|
|
(1.2
|
)%
|
|
5.3
|
%
|
|
|
2015
|
|
2014
|
||
Food and Beverage
|
|
13
|
%
|
|
13
|
%
|
Consumer Products
|
|
10
|
%
|
|
9
|
%
|
Pharmaceuticals and Health Care
|
|
11
|
%
|
|
10
|
%
|
Financial Services
|
|
7
|
%
|
|
7
|
%
|
Technology
|
|
10
|
%
|
|
9
|
%
|
Auto
|
|
8
|
%
|
|
8
|
%
|
Travel and Entertainment
|
|
6
|
%
|
|
6
|
%
|
Telecommunications
|
|
5
|
%
|
|
5
|
%
|
Retail
|
|
6
|
%
|
|
7
|
%
|
Other
|
|
24
|
%
|
|
26
|
%
|
|
Year Ended December 31,
|
|||||||||||||||||||
|
2015
|
|
2014
|
|
2015 vs. 2014
|
|||||||||||||||
|
$
|
|
% of
Revenue
|
|
$
|
|
% of
Revenue
|
|
$
Change
|
|
%
Change
|
|||||||||
Revenue
|
$
|
15,134.4
|
|
|
|
|
$
|
15,317.8
|
|
|
|
|
$
|
(183.4
|
)
|
|
(1.2
|
)%
|
||
Operating Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Salary and service costs
|
11,248.7
|
|
|
74.3
|
%
|
|
11,245.5
|
|
|
73.4
|
%
|
|
3.2
|
|
|
—
|
%
|
|||
Occupancy and other costs
|
1,242.7
|
|
|
8.2
|
%
|
|
1,356.6
|
|
|
8.9
|
%
|
|
(113.9
|
)
|
|
(8.4
|
)%
|
|||
Cost of services
|
12,491.4
|
|
|
|
|
12,602.1
|
|
|
|
|
|
|
|
|||||||
Selling, general and administrative expenses
|
431.8
|
|
|
2.9
|
%
|
|
477.2
|
|
|
3.1
|
%
|
|
(45.4
|
)
|
|
(9.5
|
)%
|
|||
Depreciation and amortization
|
291.1
|
|
|
1.9
|
%
|
|
294.4
|
|
|
1.9
|
%
|
|
(3.3
|
)
|
|
(1.1
|
)%
|
|||
|
13,214.3
|
|
|
87.3
|
%
|
|
13,373.7
|
|
|
87.3
|
%
|
|
(159.4
|
)
|
|
(1.2
|
)%
|
|||
Operating Profit
|
$
|
1,920.1
|
|
|
12.7
|
%
|
|
$
|
1,944.1
|
|
|
12.7
|
%
|
|
$
|
(24.0
|
)
|
|
(1.2
|
)%
|
Sources
|
|||||||
Cash flow from operations
|
|
|
$
|
1,931.2
|
|
||
Less: Increase in operating capital
|
|
|
(323.0
|
)
|
|||
Principal cash sources
|
|
|
1,608.2
|
|
|||
Uses
|
|||||||
Capital expenditures
|
$
|
(165.5
|
)
|
|
|
||
Dividends paid to common shareholders
|
(505.4
|
)
|
|
|
|||
Dividends paid to shareholders of noncontrolling interests
|
(87.2
|
)
|
|
|
|||
Acquisition payments, including payment of contingent purchase price obligations and acquisition of additional noncontrolling interests, net of cash acquired
|
(499.3
|
)
|
|
|
|||
Repurchases of common stock, net of proceeds from stock plans and tax benefits
|
(554.2
|
)
|
|
|
|||
Principal cash uses
|
|
|
(1,811.6
|
)
|
|||
Principal cash uses in excess of principal cash sources
|
|
|
(203.4
|
)
|
|||
Foreign exchange rate changes
|
|
|
(75.5
|
)
|
|||
Financing activities and other
|
|
|
352.9
|
|
|||
Increase in operating capital
|
|
|
323.0
|
|
|||
Increase in cash and cash equivalents
|
|
|
$
|
397.0
|
|
|
2016
|
|
2015
|
||||
Short-term debt
|
$
|
28.7
|
|
|
$
|
5.2
|
|
Long-term debt, including current portion
|
4,920.6
|
|
|
4,565.6
|
|
||
Total debt
|
4,949.3
|
|
|
4,570.8
|
|
||
Cash and cash equivalents and short-term investments
|
(3,022.8
|
)
|
|
(2,619.7
|
)
|
||
Net debt
|
$
|
1,926.5
|
|
|
$
|
1,951.1
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Average amount outstanding during the year
|
$
|
861.3
|
|
|
$
|
964.8
|
|
|
$
|
909.0
|
|
Maximum amount outstanding during the year
|
$
|
1,608.9
|
|
|
$
|
1,720.7
|
|
|
$
|
1,795.8
|
|
Average days outstanding
|
11.2
|
|
|
13.2
|
|
|
20.3
|
|
|||
Weighted average interest rate
|
0.70
|
%
|
|
0.46
|
%
|
|
0.29
|
%
|
|
|
|
Obligation Due
|
||||||||||||||||
|
Total
Obligation
|
|
2017
|
|
2018 - 2019
|
|
2020 - 2021
|
|
After 2021
|
||||||||||
Long-term debt:
|
|
|
|
|
|
|
|
|
|
||||||||||
Principal
|
$
|
4,900.1
|
|
|
$
|
0.1
|
|
|
$
|
500.0
|
|
|
$
|
1,000.0
|
|
|
$
|
3,400.0
|
|
Interest
|
1,165.0
|
|
|
198.8
|
|
|
383.4
|
|
|
274.0
|
|
|
308.8
|
|
|||||
Lease obligations
|
1,639.0
|
|
|
320.9
|
|
|
460.9
|
|
|
305.0
|
|
|
552.2
|
|
|||||
Deferred tax liability - convertible debt
|
132.3
|
|
|
65.8
|
|
|
66.5
|
|
|
—
|
|
|
—
|
|
|||||
Contingent purchase price obligations
|
386.1
|
|
|
190.8
|
|
|
111.1
|
|
|
84.2
|
|
|
—
|
|
|||||
Defined benefit pension plans benefit obligation
|
251.1
|
|
|
9.0
|
|
|
18.5
|
|
|
27.8
|
|
|
195.8
|
|
|||||
Postemployment arrangements benefit obligation
|
120.3
|
|
|
8.1
|
|
|
15.1
|
|
|
11.3
|
|
|
85.8
|
|
|||||
Uncertain tax positions
|
116.9
|
|
|
22.8
|
|
|
43.7
|
|
|
50.4
|
|
|
—
|
|
|||||
|
$
|
8,710.8
|
|
|
$
|
816.3
|
|
|
$
|
1,599.2
|
|
|
$
|
1,752.7
|
|
|
$
|
4,542.6
|
|
|
|
|
Commitment Expires
|
||||||||||||||||
|
Total
Commitment |
|
2017
|
|
2018 - 2019
|
|
2020 - 2021
|
|
After 2021
|
||||||||||
Standby letters of credit
|
$
|
5.5
|
|
|
$
|
3.5
|
|
|
$
|
2.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Guarantees
|
87.8
|
|
|
73.3
|
|
|
6.9
|
|
|
2.5
|
|
|
5.1
|
|
|||||
|
$
|
93.3
|
|
|
$
|
76.8
|
|
|
$
|
8.9
|
|
|
$
|
2.5
|
|
|
$
|
5.1
|
|
(a)(1)
|
Financial Statements:
|
Page
|
|
|
|
|
||
|
||
|
Consolidated Balance Sheets at December 31, 2016 and 2015
|
|
|
Consolidated Statements of Income for the Three Years Ended December 31, 2016
|
|
|
Consolidated Statements of Comprehensive Income for the Three Years Ended December 31, 2016
|
|
|
Consolidated Statements of Equity for the Three Years Ended December 31, 2016
|
|
|
Consolidated Statements of Cash Flows for the Three Years Ended December 31, 2016
|
|
|
||
|
Selected Quarterly Financial Data (Unaudited)
|
|
|
|
|
(a)(2)
|
Financial Statement Schedules:
|
|
|
Schedule II - Valuation and Qualifying Accounts for the Three Years Ended December 31, 2016
|
|
|
All other schedules are omitted because they are not applicable.
|
|
(a)(3)
|
Exhibits:
|
Exhibit
Number
|
Description
|
3(i)
|
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).
|
|
|
3(ii)
|
By-laws of Omnicom Group Inc., as amended and restated on March 14, 2016 (Exhibit 3.1 to our Current Report on Form 8-K (File No. 1-10551) dated March 15, 2016 and incorporated herein by reference).
|
|
|
4.1
|
Indenture, dated as of July 1, 2009, among Omnicom Group Inc., Omnicom Capital Inc., Omnicom Finance Inc. and Deutsche Bank Trust Company Americas, as trustee (“2009 Base Indenture”) (Exhibit 4.1 to our Current Report on Form 8-K (File No. 1-10551) dated July 1, 2009 (“July 1, 2009 8-K”) and incorporated herein by reference).
|
|
|
4.2
|
First Supplemental Indenture to the 2009 Base Indenture, dated as of July 1, 2009, among Omnicom Group Inc., Omnicom Capital Inc., Omnicom Finance Inc. and Deutsche Bank Trust Company Americas, as trustee, in connection with our issuance of $500 million 6.25% Senior Notes due 2019 (Exhibit 4.2 to the July 1, 2009 8-K and incorporated herein by reference).
|
|
|
4.3
|
Second Supplemental Indenture to the 2009 Base Indenture, dated as of August 5, 2010, among Omnicom Group Inc., Omnicom Capital Inc., Omnicom Finance Inc. and Deutsche Bank Trust Company Americas, as trustee, in connection with our issuance of $1 billion 4.45% Senior Notes due 2020 (Exhibit 4.1 to our Current Report on Form 8-K (File No. 1-10551) dated August 5, 2010 (“August 5, 2010 8-K”) and incorporated herein by reference).
|
|
|
4.4
|
Third Supplemental Indenture to the 2009 Base Indenture, dated as of April 23, 2012, among Omnicom Group Inc., Omnicom Capital Inc., Omnicom Finance Inc. and Deutsche Bank Trust Company Americas, as trustee, in connection with our issuance of $750 million 3.625% Senior Notes due 2022 (Exhibit 4.1 to our Current Report on Form 8-K (File No. 1-10551) dated April 23, 2012 and incorporated herein by reference).
|
|
|
4.5
|
Fourth Supplemental Indenture to the 2009 Base Indenture, dated as of July 20, 2012, among Omnicom Group Inc., Omnicom Capital Inc. and Deutsche Bank Trust Company Americas, as trustee, (Exhibit 4.4 to the July 20, 2012 8-K and incorporated herein by reference).
|
|
|
4.6
|
Fifth Supplemental Indenture to the 2009 Base Indenture, dated as of August 9, 2012, among Omnicom Group Inc., Omnicom Capital Inc. and Deutsche Bank Trust Company Americas, as trustee, in connection with our issuance of $500 million 3.625% Senior Notes due 2022 (Exhibit 4.1 to our Current Report on Form 8-K (File No. 1-10551) dated August 9, 2012 (“August 9, 2012 8-K”) and incorporated herein by reference).
|
|
|
4.7
|
Form of 6.25% Notes due 2019 (Exhibit 4.3 to the July 1, 2009 8-K and incorporated herein by reference).
|
|
|
4.8
|
Form of 4.45% Notes due 2020 (Exhibit 4.2 to the August 5, 2010 8-K and incorporated herein by reference).
|
|
|
4.9
|
Form of 3.625% Notes due 2022 (Exhibit 4.2 to the August 9, 2012 8-K and incorporated herein by reference).
|
|
|
4.10
|
Base Indenture, dated as of October 29, 2014, among Omnicom Group Inc., Omnicom Capital Inc. and Deutsche Bank Trust Company Americas, as trustee, (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).
|
|
|
4.11
|
First Supplemental Indenture, dated as of October 29, 2014, among Omnicom Group Inc., Omnicom Capital Inc. and Deutsche Bank Trust Company Americas, as trustee, in connection with our issuance of $750 million 3.65% Senior Notes due 2024 (Exhibit 4.2 to the October 29, 2014 8-K and incorporated herein by reference).
|
|
|
4.12
|
Form of 3.65% Notes due 2024 (Exhibit 4.3 to the October 29, 2014 8-K and incorporated herein by reference).
|
|
|
4.13
|
Second Supplemental Indenture, dated as of April 6, 2016, among Omnicom Group Inc., Omnicom Capital Inc. and Deutsche Bank Trust Company Americas, as trustee, in connection with the issuance of $1.4 billion 3.60% Senior Notes due 2026 (Exhibit 4.1 to our Current Report on Form 8-K (File No. 1-10551) dated April 6, 2016 and incorporated herein by reference).
|
|
|
4.14
|
Form of 3.60% Notes due 2026 (included in Exhibit 4.1 to our Current Report on Form 8-K (File No. 1-10551) dated April 6, 2016 and incorporated herein by reference).
|
10.1
|
Amended and Restated Five Year Credit Agreement, dated as of July 31, 2014, by and among Omnicom Capital Inc., Omnicom Finance plc, Omnicom Group Inc., the banks, financial institutions and other institutional lenders and initial issuing banks listed on the signature pages thereof, Citigroup Global Markets Inc., J.P. Morgan Securities LLC, HSBC Securities (USA) Inc. and Wells Fargo Securities, LLC as lead arrangers and book managers, JPMorgan Chase Bank, N.A., HSBC Securities (USA) Inc. and Wells Fargo Bank, National Association, as syndication agents, BNP Paribas and U.S. Bank National Association, as documentation agents, and Citibank, N.A., as administrative agent for the lenders (Exhibit 10.1 to our Current Report on Form 8-K (File No. 1-10551) filed on August 1, 2014 and incorporated herein by reference).
|
|
|
10.2
|
Director Equity Plan for Non-employee Directors (Appendix B to our Proxy Statement (File No. 1-10551) filed on April 23, 2004 and incorporated herein by reference).
|
|
|
10.3
|
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 (“2012 10-K”) and incorporated herein by reference).
|
|
|
10.4
|
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).
|
|
|
10.5
|
Senior Management Incentive Plan as amended and restated on December 4, 2008 (Exhibit 10.9 to our Annual Report on Form 10-K (File No. 1-10551) for the year ended December 31, 2008 (“2008 10-K”) and incorporated herein by reference).
|
|
|
10.6
|
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).
|
|
|
10.7
|
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).
|
|
|
10.8
|
Omnicom Group Inc. Amended and Restated 2007 Incentive Award Plan (Appendix A to our Proxy Statement (File No. 1-10551) filed on April 15, 2010 and incorporated herein by reference).
|
|
|
10.9
|
Form of Indemnification Agreement (Exhibit 10.1 to our Quarterly Report on Form 10-Q (File No. 1-10551) for the quarter ended June 30, 2007 and incorporated herein by reference).
|
|
|
10.10
|
Restricted Stock Unit Deferred Compensation Plan (Exhibit 10.16 to the 2008 10-K and incorporated herein by reference).
|
|
|
10.11
|
Restricted Stock Deferred Compensation Plan (Exhibit 10.17 to the 2008 10-K and incorporated herein by reference).
|
|
|
10.12
|
Amendment No. 1 to the Restricted Stock Deferred Compensation Plan (Exhibit 10.18 to the 2008 10-K and incorporated herein by reference).
|
|
|
10.13
|
Amendment No. 2 to the Restricted Stock Deferred Compensation Plan (Exhibit 10.19 to the 2008 10-K and incorporated herein by reference).
|
|
|
10.14
|
Form of Grant Notice and Option Agreement (Exhibit 10.20 to our Annual Report on Form 10-K (File No. 1-10551) for the year ended December 31, 2010 (“2010 10-K”) and incorporated herein by reference).
|
|
|
10.15
|
Form of Grant Notice and Restricted Stock Agreement (Exhibit 10.21 to 2010 10-K and incorporated herein by reference).
|
|
|
10.16
|
Form of Grant Notice and Restricted Stock Unit Agreement (Exhibit 10.22 to 2010 10-K and incorporated herein by reference).
|
|
|
10.17
|
Form of Grant Notice and Performance Restricted Stock Unit Agreement (Exhibit 10.1 to our Quarterly Report on Form 10-Q (File No. 1-10551) for the quarter ended June 30, 2011 and incorporated herein by reference).
|
|
|
10.18
|
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).
|
|
|
10.19
|
Director Compensation and Deferred Stock Program.
|
12
|
Computation of Ratio of Earnings to Fixed Charges.
|
|
|
21
|
Subsidiaries of the Registrant.
|
|
|
23
|
Consent of KPMG LLP.
|
|
|
31.1
|
Certification of Chief Executive Officer and President required by Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.
|
|
|
31.2
|
Certification of Executive Vice President and Chief Financial Officer required by Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.
|
|
|
32
|
Certification of the Chief Executive Officer and President 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.
|
|
|
101
|
Interactive Data Files.
|
|
|
O
MNICOM
G
ROUP
I
NC.
|
February 9, 2017
|
BY:
|
/s/ P
HILIP
J. A
NGELASTRO
|
|
|
Philip J. Angelastro
Executive Vice President and Chief Financial Officer
|
Signature
|
Title
|
Date
|
|
|
|
/s/ B
RUCE
C
RAWFORD
|
Chairman and Director
|
February 9, 2017
|
Bruce Crawford
|
|
|
|
|
|
/s/ J
OHN
D. W
REN
|
Chief Executive Officer and President and Director (Principal Executive Officer)
|
February 9, 2017
|
John D. Wren
|
|
|
|
|
|
/s/ P
HILIP
J. A
NGELASTRO
|
Executive Vice President and Chief Financial Officer (Principal Financial Officer)
|
February 9, 2017
|
Philip J. Angelastro
|
|
|
|
|
|
/s/ A
NDREW
L
.
C
ASTELLANETA
|
Senior Vice President, Chief Accounting Officer (Principal Accounting Officer)
|
February 9, 2017
|
Andrew L. Castellaneta
|
|
|
|
|
|
/s/ A
LAN
R. B
ATKIN
|
Director
|
February 9, 2017
|
Alan R. Batkin
|
|
|
|
|
|
/
s
/ M
ARY
C. C
HOKSI
|
Director
|
February 9, 2017
|
Mary C. Choksi
|
|
|
|
|
|
/s/ R
OBERT
C
HARLES
C
LARK
|
Director
|
February 9, 2017
|
Robert Charles Clark
|
|
|
|
|
|
/s/ L
EONARD
S. C
OLEMAN, JR.
|
Director
|
February 9, 2017
|
Leonard S. Coleman, Jr.
|
|
|
|
|
|
/s/ S
USAN
S. D
ENISON
|
Director
|
February 9, 2017
|
Susan S. Denison
|
|
|
|
|
|
/s/ M
ICHAEL
A. H
ENNING
|
Director
|
February 9, 2017
|
Michael A. Henning
|
|
|
|
|
|
/s/ D
EBORAH
J. K
ISSIRE
|
Director
|
February 9, 2017
|
Deborah J. Kissire
|
|
|
|
|
|
/s/ J
OHN
R. M
URPHY
|
Director
|
February 9, 2017
|
John R. Murphy
|
|
|
|
|
|
/s/ J
OHN
R. P
URCELL
|
Director
|
February 9, 2017
|
John R. Purcell
|
|
|
|
|
|
/s/ L
INDA
J
OHNSON
R
ICE
|
Director
|
February 9, 2017
|
Linda Johnson Rice
|
|
|
|
|
|
/s/
V
ALERIE
M
.
W
ILLIAMS
|
Director
|
February 9, 2017
|
Valerie M. Williams
|
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
ASSETS
|
|
|
|
||||
Current Assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
3,002.2
|
|
|
$
|
2,605.2
|
|
Short-term investments, at cost
|
20.6
|
|
|
14.5
|
|
||
Accounts receivable, net of allowance for doubtful accounts of $24.9 and $22.5
|
7,510.8
|
|
|
7,220.9
|
|
||
Work in process
|
1,125.4
|
|
|
1,122.7
|
|
||
Other current assets
|
1,063.0
|
|
|
1,017.2
|
|
||
Total Current Assets
|
12,722.0
|
|
|
11,980.5
|
|
||
Property and Equipment at cost, less accumulated depreciation of $1,233.4 and $1,206.6
|
674.8
|
|
|
692.7
|
|
||
Equity Method Investments
|
120.4
|
|
|
136.6
|
|
||
Goodwill
|
8,976.1
|
|
|
8,676.4
|
|
||
Intangible Assets, net of accumulated amortization of $777.6 and $680.7
|
427.4
|
|
|
344.8
|
|
||
Other Assets
|
244.7
|
|
|
279.7
|
|
||
TOTAL ASSETS
|
$
|
23,165.4
|
|
|
$
|
22,110.7
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
Current Liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
10,476.7
|
|
|
$
|
9,812.0
|
|
Customer advances
|
1,186.6
|
|
|
1,283.5
|
|
||
Current portion of debt
|
0.1
|
|
|
1,001.4
|
|
||
Short-term debt
|
28.7
|
|
|
5.2
|
|
||
Taxes payable
|
349.6
|
|
|
319.1
|
|
||
Other current liabilities
|
1,969.2
|
|
|
1,798.4
|
|
||
Total Current Liabilities
|
14,010.9
|
|
|
14,219.6
|
|
||
Long-Term Debt
|
4,920.5
|
|
|
3,564.2
|
|
||
Long-Term Liabilities
|
892.3
|
|
|
800.5
|
|
||
Deferred Tax Liabilities
|
480.5
|
|
|
469.1
|
|
||
Commitments and Contingent Liabilities (See Note 16)
|
|
|
|
|
|||
Temporary Equity - Redeemable Noncontrolling Interests
|
201.6
|
|
|
167.9
|
|
||
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 and 397.2 million shares issued, 234.7 million and 239.7 million shares outstanding
|
44.6
|
|
|
59.6
|
|
||
Additional paid-in capital
|
798.3
|
|
|
859.9
|
|
||
Retained earnings
|
5,677.2
|
|
|
10,178.2
|
|
||
Accumulated other comprehensive income (loss)
|
(1,356.0
|
)
|
|
(1,015.4
|
)
|
||
Treasury stock, at cost, 62.5 million and 157.5 million shares
|
(3,002.1
|
)
|
|
(7,629.9
|
)
|
||
Total Shareholders’ Equity
|
2,162.0
|
|
|
2,452.4
|
|
||
Noncontrolling interests
|
497.6
|
|
|
437.0
|
|
||
Total Equity
|
2,659.6
|
|
|
2,889.4
|
|
||
TOTAL LIABILITIES AND EQUITY
|
$
|
23,165.4
|
|
|
$
|
22,110.7
|
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Revenue
|
$
|
15,416.9
|
|
|
$
|
15,134.4
|
|
|
$
|
15,317.8
|
|
Operating Expenses:
|
|
|
|
|
|
||||||
Salary and service costs
|
11,453.2
|
|
|
11,248.7
|
|
|
11,245.5
|
|
|||
Occupancy and other costs
|
1,218.0
|
|
|
1,242.7
|
|
|
1,356.6
|
|
|||
Cost of services
|
12,671.2
|
|
|
12,491.4
|
|
|
12,602.1
|
|
|||
Selling, general and administrative expenses
|
443.9
|
|
|
431.8
|
|
|
477.2
|
|
|||
Depreciation and amortization
|
292.9
|
|
|
291.1
|
|
|
294.4
|
|
|||
|
13,408.0
|
|
|
13,214.3
|
|
|
13,373.7
|
|
|||
Operating Profit
|
2,008.9
|
|
|
1,920.1
|
|
|
1,944.1
|
|
|||
Interest Expense
|
209.7
|
|
|
181.1
|
|
|
177.2
|
|
|||
Interest Income
|
42.6
|
|
|
39.6
|
|
|
43.1
|
|
|||
Income Before Income Taxes and Income From Equity Method Investments
|
1,841.8
|
|
|
1,778.6
|
|
|
1,810.0
|
|
|||
Income Tax Expense
|
600.5
|
|
|
583.6
|
|
|
593.1
|
|
|||
Income From Equity Method Investments
|
5.4
|
|
|
8.4
|
|
|
16.2
|
|
|||
Net Income
|
1,246.7
|
|
|
1,203.4
|
|
|
1,233.1
|
|
|||
Net Income Attributed To Noncontrolling Interests
|
98.1
|
|
|
109.5
|
|
|
129.1
|
|
|||
Net Income - Omnicom Group Inc.
|
$
|
1,148.6
|
|
|
$
|
1,093.9
|
|
|
$
|
1,104.0
|
|
|
|
|
|
|
|
||||||
Net Income Per Share - Omnicom Group Inc.:
|
|
|
|
|
|
||||||
Basic
|
$
|
4.80
|
|
|
$
|
4.43
|
|
|
$
|
4.27
|
|
Diluted
|
$
|
4.78
|
|
|
$
|
4.41
|
|
|
$
|
4.24
|
|
|
|
|
|
|
|
||||||
Dividends Declared Per Common Share
|
$
|
2.15
|
|
|
$
|
2.00
|
|
|
$
|
1.90
|
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Net Income
|
$
|
1,246.7
|
|
|
$
|
1,203.4
|
|
|
$
|
1,233.1
|
|
Other Comprehensive Income (Loss):
|
|
|
|
|
|
||||||
Cash flow hedge:
|
|
|
|
|
|
||||||
Loss for the period
|
(48.9
|
)
|
|
(5.6
|
)
|
|
—
|
|
|||
Amortization of loss included in interest expense
|
4.0
|
|
|
—
|
|
|
—
|
|
|||
Income tax effect
|
18.7
|
|
|
2.3
|
|
|
—
|
|
|||
|
(26.2
|
)
|
|
(3.3
|
)
|
|
—
|
|
|||
Defined benefit pension plans and postemployment arrangements:
|
|
|
|
|
|
||||||
Unrecognized actuarial losses and prior service cost for the period
|
(18.3
|
)
|
|
(7.8
|
)
|
|
(48.4
|
)
|
|||
Amortization of prior service cost included in periodic benefit expense
|
7.6
|
|
|
7.5
|
|
|
6.4
|
|
|||
Amortization of actuarial losses included in periodic benefit expense
|
6.4
|
|
|
7.3
|
|
|
3.2
|
|
|||
Income tax effect
|
1.6
|
|
|
(2.8
|
)
|
|
15.5
|
|
|||
|
(2.7
|
)
|
|
4.2
|
|
|
(23.3
|
)
|
|||
Available-for-sale securities:
|
|
|
|
|
|
||||||
Unrealized gain for the period
|
0.2
|
|
|
0.4
|
|
|
0.6
|
|
|||
Income tax effect
|
(0.1
|
)
|
|
(0.1
|
)
|
|
(0.2
|
)
|
|||
|
0.1
|
|
|
0.3
|
|
|
0.4
|
|
|||
|
|
|
|
|
|
||||||
Foreign currency translation adjustment
|
(319.4
|
)
|
|
(427.2
|
)
|
|
(442.4
|
)
|
|||
Other Comprehensive Income (Loss)
|
(348.2
|
)
|
|
(426.0
|
)
|
|
(465.3
|
)
|
|||
Comprehensive Income
|
898.5
|
|
|
777.4
|
|
|
767.8
|
|
|||
Comprehensive Income Attributed To Noncontrolling Interests
|
90.5
|
|
|
80.7
|
|
|
90.4
|
|
|||
Comprehensive Income - Omnicom Group Inc.
|
$
|
808.0
|
|
|
$
|
696.7
|
|
|
$
|
677.4
|
|
|
Omnicom Group Inc.
|
|
|
|
|
|||||||||||||||||||||||||||||
|
Common Stock
|
|
Additional
Paid-in
Capital
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Treasury
Stock
|
|
Total
Shareholders’
Equity
|
|
Noncontrolling
Interests
|
|
Total
Equity
|
|||||||||||||||||||
|
Shares
|
|
Par Value
|
|
|
|
|
|
||||||||||||||||||||||||||
Balance as of December 31, 2013
|
397.2
|
|
|
$
|
59.6
|
|
|
$
|
817.1
|
|
|
$
|
8,961.2
|
|
|
$
|
(191.6
|
)
|
|
$
|
(6,063.9
|
)
|
|
$
|
3,582.4
|
|
|
$
|
485.5
|
|
|
$
|
4,067.9
|
|
Net income
|
|
|
|
|
|
|
1,104.0
|
|
|
|
|
|
|
1,104.0
|
|
|
129.1
|
|
|
1,233.1
|
|
|||||||||||||
Other comprehensive income (loss)
|
|
|
|
|
|
|
|
|
(426.6
|
)
|
|
|
|
(426.6
|
)
|
|
(38.7
|
)
|
|
(465.3
|
)
|
|||||||||||||
Dividends to noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(111.3
|
)
|
|
(111.3
|
)
|
|||||||||||||||
Acquisition of noncontrolling interests
|
|
|
|
|
(64.5
|
)
|
|
|
|
|
|
|
|
(64.5
|
)
|
|
(27.8
|
)
|
|
(92.3
|
)
|
|||||||||||||
Increase in noncontrolling interests from business combinations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
34.5
|
|
|
34.5
|
|
|||||||||||||||
Change in temporary equity
|
|
|
|
|
7.9
|
|
|
|
|
|
|
|
|
|
7.9
|
|
|
|
|
|
7.9
|
|
||||||||||||
Shares issued for conversion of convertible notes
|
|
|
|
|
(25.5
|
)
|
|
|
|
|
|
57.7
|
|
|
32.2
|
|
|
|
|
32.2
|
|
|||||||||||||
Common stock dividends declared ($1.90 per share)
|
|
|
|
|
|
|
(488.3
|
)
|
|
|
|
|
|
(488.3
|
)
|
|
|
|
(488.3
|
)
|
||||||||||||||
Share-based compensation
|
|
|
|
|
93.5
|
|
|
|
|
|
|
|
|
93.5
|
|
|
|
|
93.5
|
|
||||||||||||||
Stock issued, share-based compensation
|
|
|
|
|
(9.9
|
)
|
|
|
|
|
|
82.3
|
|
|
72.4
|
|
|
|
|
72.4
|
|
|||||||||||||
Common stock repurchased
|
|
|
|
|
|
|
|
|
|
|
(1,063.0
|
)
|
|
(1,063.0
|
)
|
|
|
|
(1,063.0
|
)
|
||||||||||||||
Balance as of December 31, 2014
|
397.2
|
|
|
59.6
|
|
|
818.6
|
|
|
9,576.9
|
|
|
(618.2
|
)
|
|
(6,986.9
|
)
|
|
2,850.0
|
|
|
471.3
|
|
|
3,321.3
|
|
||||||||
Net income
|
|
|
|
|
|
|
1,093.9
|
|
|
|
|
|
|
1,093.9
|
|
|
109.5
|
|
|
1,203.4
|
|
|||||||||||||
Other comprehensive income (loss)
|
|
|
|
|
|
|
|
|
(397.2
|
)
|
|
|
|
(397.2
|
)
|
|
(28.8
|
)
|
|
(426.0
|
)
|
|||||||||||||
Dividends to noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(129.4
|
)
|
|
(129.4
|
)
|
|||||||||||||||
Acquisition of noncontrolling interests
|
|
|
|
|
(38.8
|
)
|
|
|
|
|
|
|
|
(38.8
|
)
|
|
(24.2
|
)
|
|
(63.0
|
)
|
|||||||||||||
Increase in noncontrolling interests from business combinations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
38.6
|
|
|
38.6
|
|
|||||||||||||||
Change in temporary equity
|
|
|
|
|
11.9
|
|
|
|
|
|
|
|
|
11.9
|
|
|
|
|
11.9
|
|
||||||||||||||
Common stock dividends declared ($2.00 per share)
|
|
|
|
|
|
|
(492.6
|
)
|
|
|
|
|
|
(492.6
|
)
|
|
|
|
(492.6
|
)
|
||||||||||||||
Share-based compensation
|
|
|
|
|
99.4
|
|
|
|
|
|
|
|
|
99.4
|
|
|
|
|
99.4
|
|
||||||||||||||
Stock issued, share-based compensation
|
|
|
|
|
(31.2
|
)
|
|
|
|
|
|
84.5
|
|
|
53.3
|
|
|
|
|
53.3
|
|
|||||||||||||
Common stock repurchased
|
|
|
|
|
|
|
|
|
|
|
(727.5
|
)
|
|
(727.5
|
)
|
|
|
|
(727.5
|
)
|
||||||||||||||
Balance as of December 31, 2015
|
397.2
|
|
|
59.6
|
|
|
859.9
|
|
|
10,178.2
|
|
|
(1,015.4
|
)
|
|
(7,629.9
|
)
|
|
2,452.4
|
|
|
437.0
|
|
|
2,889.4
|
|
||||||||
Net income
|
|
|
|
|
|
|
1,148.6
|
|
|
|
|
|
|
1,148.6
|
|
|
98.1
|
|
|
1,246.7
|
|
|||||||||||||
Other comprehensive income (loss)
|
|
|
|
|
|
|
|
|
(340.6
|
)
|
|
|
|
(340.6
|
)
|
|
(7.6
|
)
|
|
(348.2
|
)
|
|||||||||||||
Dividends to noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(87.2
|
)
|
|
(87.2
|
)
|
|||||||||||||||
Acquisition of noncontrolling interests
|
|
|
|
|
(87.7
|
)
|
|
|
|
|
|
|
|
(87.7
|
)
|
|
(16.0
|
)
|
|
(103.7
|
)
|
|||||||||||||
Increase in noncontrolling interests from business combinations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
73.3
|
|
|
73.3
|
|
|||||||||||||||
Change in temporary equity
|
|
|
|
|
(33.0
|
)
|
|
|
|
|
|
|
|
(33.0
|
)
|
|
|
|
(33.0
|
)
|
||||||||||||||
Common stock dividends declared ($2.15 per share)
|
|
|
|
|
|
|
(513.9
|
)
|
|
|
|
|
|
(513.9
|
)
|
|
|
|
|
(513.9
|
)
|
|||||||||||||
Share-based compensation
|
|
|
|
|
93.4
|
|
|
|
|
|
|
|
|
93.4
|
|
|
|
|
|
93.4
|
|
|||||||||||||
Stock issued, share-based compensation
|
|
|
|
|
(34.3
|
)
|
|
|
|
|
|
79.3
|
|
|
45.0
|
|
|
|
|
|
45.0
|
|
||||||||||||
Common stock repurchased
|
|
|
|
|
|
|
|
|
|
|
(602.2
|
)
|
|
(602.2
|
)
|
|
|
|
|
(602.2
|
)
|
|||||||||||||
Treasury stock retired
|
(100.0
|
)
|
|
(15.0
|
)
|
|
|
|
(5,135.7
|
)
|
|
|
|
5,150.7
|
|
|
—
|
|
|
|
|
—
|
|
|||||||||||
Balance as of December 31, 2016
|
297.2
|
|
|
$
|
44.6
|
|
|
$
|
798.3
|
|
|
$
|
5,677.2
|
|
|
$
|
(1,356.0
|
)
|
|
$
|
(3,002.1
|
)
|
|
$
|
2,162.0
|
|
|
$
|
497.6
|
|
|
$
|
2,659.6
|
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Cash Flows from Operating Activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
1,246.7
|
|
|
$
|
1,203.4
|
|
|
$
|
1,233.1
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation
|
177.7
|
|
|
181.8
|
|
|
187.3
|
|
|||
Amortization of intangible assets
|
115.2
|
|
|
109.3
|
|
|
107.1
|
|
|||
Amortization of deferred gain on interest rate swaps
|
(15.4
|
)
|
|
(9.2
|
)
|
|
(7.2
|
)
|
|||
Share-based compensation
|
93.4
|
|
|
99.4
|
|
|
93.5
|
|
|||
Excess tax benefit from share-based compensation
|
(21.2
|
)
|
|
(27.2
|
)
|
|
(29.6
|
)
|
|||
Deferred gain from settlement of interest rate swaps
|
54.2
|
|
|
50.4
|
|
|
—
|
|
|||
Deferred loss from settlement of forward-starting interest rate swap
|
(54.5
|
)
|
|
—
|
|
|
—
|
|
|||
Other, net
|
12.1
|
|
|
6.8
|
|
|
(1.5
|
)
|
|||
Increase (decrease) in operating capital
|
323.0
|
|
|
557.6
|
|
|
(106.2
|
)
|
|||
Net Cash Provided By Operating Activities
|
1,931.2
|
|
|
2,172.3
|
|
|
1,476.5
|
|
|||
Cash Flows from Investing Activities:
|
|
|
|
|
|
||||||
Capital expenditures
|
(165.5
|
)
|
|
(202.7
|
)
|
|
(213.0
|
)
|
|||
Acquisition of businesses and interests in affiliates, net of cash acquired
|
(308.8
|
)
|
|
(60.3
|
)
|
|
(74.9
|
)
|
|||
Sale (purchase) of short-term investments, net
|
(7.3
|
)
|
|
(0.5
|
)
|
|
21.0
|
|
|||
Net Cash Used In Investing Activities
|
(481.6
|
)
|
|
(263.5
|
)
|
|
(266.9
|
)
|
|||
Cash Flows from Financing Activities:
|
|
|
|
|
|
||||||
Change in short-term debt
|
(1.2
|
)
|
|
(1.1
|
)
|
|
2.1
|
|
|||
Proceeds from borrowings
|
1,389.6
|
|
|
—
|
|
|
747.6
|
|
|||
Repayment of debt
|
(1,000.0
|
)
|
|
—
|
|
|
—
|
|
|||
Redemption of convertible debt
|
—
|
|
|
—
|
|
|
(252.7
|
)
|
|||
Dividends paid to common shareholders
|
(505.4
|
)
|
|
(496.7
|
)
|
|
(468.0
|
)
|
|||
Repurchases of common stock
|
(602.2
|
)
|
|
(727.5
|
)
|
|
(1,063.0
|
)
|
|||
Proceeds from stock plans
|
26.8
|
|
|
20.1
|
|
|
39.3
|
|
|||
Acquisition of additional noncontrolling interests
|
(72.7
|
)
|
|
(33.5
|
)
|
|
(69.5
|
)
|
|||
Dividends paid to noncontrolling interest shareholders
|
(87.2
|
)
|
|
(129.4
|
)
|
|
(111.3
|
)
|
|||
Payment of contingent purchase price obligations
|
(110.5
|
)
|
|
(55.3
|
)
|
|
(83.2
|
)
|
|||
Excess tax benefit from share-based compensation
|
21.2
|
|
|
27.2
|
|
|
29.6
|
|
|||
Other, net
|
(35.5
|
)
|
|
(32.9
|
)
|
|
(29.0
|
)
|
|||
Net Cash Used In Financing Activities
|
(977.1
|
)
|
|
(1,429.1
|
)
|
|
(1,258.1
|
)
|
|||
Effect of foreign exchange rate changes on cash and cash equivalents
|
(75.5
|
)
|
|
(262.6
|
)
|
|
(273.9
|
)
|
|||
Net Increase (Decrease) in Cash and Cash Equivalents
|
397.0
|
|
|
217.1
|
|
|
(322.4
|
)
|
|||
Cash and Cash Equivalents at the Beginning of Year
|
2,605.2
|
|
|
2,388.1
|
|
|
2,710.5
|
|
|||
Cash and Cash Equivalents at the End of Year
|
$
|
3,002.2
|
|
|
$
|
2,605.2
|
|
|
$
|
2,388.1
|
|
•
|
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.
|
|
2016
|
|
2015
|
|
2014
|
||||||
Net Income Available for Common Shares:
|
|
|
|
|
|
||||||
Net income - Omnicom Group Inc.
|
$
|
1,148.6
|
|
|
$
|
1,093.9
|
|
|
$
|
1,104.0
|
|
Net income allocated to participating securities
|
(6.5
|
)
|
|
(12.4
|
)
|
|
(20.4
|
)
|
|||
|
$
|
1,142.1
|
|
|
$
|
1,081.5
|
|
|
$
|
1,083.6
|
|
Weighted Average Shares:
|
|
|
|
|
|
||||||
Basic
|
237.9
|
|
|
244.2
|
|
|
253.9
|
|
|||
Dilutive stock options and restricted shares
|
1.3
|
|
|
1.0
|
|
|
1.4
|
|
|||
Diluted
|
239.2
|
|
|
245.2
|
|
|
255.3
|
|
|||
|
|
|
|
|
|
||||||
Anti-dilutive stock options and restricted shares
|
—
|
|
|
0.1
|
|
|
0.6
|
|
|||
Net Income per Common Share - Omnicom Group Inc.:
|
|
|
|
|
|
||||||
Basic
|
$
|
4.80
|
|
|
$
|
4.43
|
|
|
$
|
4.27
|
|
Diluted
|
$
|
4.78
|
|
|
$
|
4.41
|
|
|
$
|
4.24
|
|
|
2016
|
|
2015
|
||||||||||||||||||||
|
Gross
Carrying
Value
|
|
Accumulated
Amortization
|
|
Net
Carrying
Value
|
|
Gross
Carrying
Value
|
|
Accumulated
Amortization
|
|
Net
Carrying
Value
|
||||||||||||
Goodwill
|
$
|
9,481.4
|
|
|
$
|
(505.3
|
)
|
|
$
|
8,976.1
|
|
|
$
|
9,205.7
|
|
|
$
|
(529.3
|
)
|
|
$
|
8,676.4
|
|
Intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Purchased and internally developed software
|
$
|
342.6
|
|
|
$
|
(270.2
|
)
|
|
$
|
72.4
|
|
|
$
|
310.5
|
|
|
$
|
(239.9
|
)
|
|
$
|
70.6
|
|
Customer related and other
|
862.4
|
|
|
(507.4
|
)
|
|
355.0
|
|
|
715.0
|
|
|
(440.8
|
)
|
|
274.2
|
|
||||||
|
$
|
1,205.0
|
|
|
$
|
(777.6
|
)
|
|
$
|
427.4
|
|
|
$
|
1,025.5
|
|
|
$
|
(680.7
|
)
|
|
$
|
344.8
|
|
|
2016
|
|
2015
|
||||
January 1
|
$
|
8,676.4
|
|
|
$
|
8,822.2
|
|
Acquisitions
|
311.7
|
|
|
35.3
|
|
||
Noncontrolling interests in acquired businesses
|
74.0
|
|
|
19.3
|
|
||
Contingent purchase price obligations of acquired businesses
|
152.8
|
|
|
90.1
|
|
||
Foreign currency translation and other
|
(238.8
|
)
|
|
(290.5
|
)
|
||
December 31
|
$
|
8,976.1
|
|
|
$
|
8,676.4
|
|
|
2016
|
|
2015
|
||||
Credit Facility
|
$
|
2,500.0
|
|
|
$
|
2,500.0
|
|
Uncommitted credit lines
|
1,132.0
|
|
|
1,157.7
|
|
||
Available and unused credit lines
|
$
|
3,632.0
|
|
|
$
|
3,657.7
|
|
|
2016
|
|
2015
|
||||
5.9% Senior Notes due 2016
|
$
|
—
|
|
|
$
|
1,000.0
|
|
6.25% Senior Notes due 2019
|
500.0
|
|
|
500.0
|
|
||
4.45% Senior Notes due 2020
|
1,000.0
|
|
|
1,000.0
|
|
||
3.625% Senior Notes due 2022
|
1,250.0
|
|
|
1,250.0
|
|
||
3.65% Senior Notes due 2024
|
750.0
|
|
|
750.0
|
|
||
3.60% Senior Notes due 2026
|
1,400.0
|
|
|
—
|
|
||
Other debt
|
0.1
|
|
|
0.3
|
|
||
|
4,900.1
|
|
|
4,500.3
|
|
||
Unamortized premium (discount), net
|
7.6
|
|
|
10.1
|
|
||
Unamortized debt issuance costs
|
(24.2
|
)
|
|
(16.9
|
)
|
||
Unamortized deferred gain from settlement of interest rate swaps
|
84.7
|
|
|
49.9
|
|
||
Fair value adjustment attributed to interest rate swaps
|
(47.6
|
)
|
|
22.2
|
|
||
|
4,920.6
|
|
|
4,565.6
|
|
||
Current portion
|
(0.1
|
)
|
|
(1,001.4
|
)
|
||
Long-term debt
|
$
|
4,920.5
|
|
|
$
|
3,564.2
|
|
2017
|
$
|
0.1
|
|
2018
|
—
|
|
|
2019
|
500.0
|
|
|
2020
|
1,000.0
|
|
|
2021
|
—
|
|
|
Thereafter
|
3,400.0
|
|
|
|
$
|
4,900.1
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Long-term debt
|
$
|
205.5
|
|
|
$
|
210.2
|
|
|
$
|
192.7
|
|
Interest rate swaps
|
(13.1
|
)
|
|
(44.1
|
)
|
|
(30.5
|
)
|
|||
Amortization of deferred gain on interest rate swaps
|
(15.4
|
)
|
|
(9.2
|
)
|
|
(7.2
|
)
|
|||
Commercial paper
|
6.8
|
|
|
4.8
|
|
|
2.9
|
|
|||
Fees
|
5.6
|
|
|
5.7
|
|
|
6.2
|
|
|||
Other
|
20.3
|
|
|
13.7
|
|
|
13.1
|
|
|||
|
$
|
209.7
|
|
|
$
|
181.1
|
|
|
$
|
177.2
|
|
|
Americas
|
|
EMEA
|
|
Asia Pacific
|
|||||||
2016
|
|
|
|
|
|
|||||||
Revenue
|
$
|
9,597.6
|
|
|
$
|
4,183.1
|
|
|
$
|
1,636.2
|
|
|
Long-lived assets and goodwill
|
6,662.7
|
|
|
2,469.1
|
|
|
519.1
|
|
||||
2015
|
|
|
|
|
|
|||||||
Revenue
|
$
|
9,359.0
|
|
|
$
|
4,203.5
|
|
|
$
|
1,571.9
|
|
|
Long-lived assets and goodwill
|
6,103.4
|
|
|
2,737.8
|
|
|
527.9
|
|
||||
2014
|
|
|
|
|
|
|||||||
Revenue
|
$
|
9,111.7
|
|
|
$
|
4,602.5
|
|
|
$
|
1,603.6
|
|
|
Long-lived assets and goodwill
|
6,157.8
|
|
|
2,800.8
|
|
|
571.6
|
|
|
2016
|
|
2015
|
|
2014
|
|||||||||
|
Shares
|
|
Weighted
Average
Exercise
Price
|
|
Shares
|
|
Weighted
Average
Exercise
Price
|
|
Shares
|
|
Weighted
Average
Exercise
Price
|
|||
January 1
|
1,140,547
|
|
|
$28.86
|
|
1,652,140
|
|
|
$27.97
|
|
2,643,680
|
|
|
$26.39
|
Granted
|
—
|
|
|
|
|
—
|
|
|
|
|
60,000
|
|
|
$66.16
|
Exercised
|
(420,790
|
)
|
|
$30.56
|
|
(511,593
|
)
|
|
$25.98
|
|
(1,046,540
|
)
|
|
$26.19
|
Forfeited
|
—
|
|
|
|
|
—
|
|
|
|
|
(5,000
|
)
|
|
$23.40
|
December 31
|
719,757
|
|
|
$27.88
|
|
1,140,547
|
|
|
$28.86
|
|
1,652,140
|
|
|
$27.97
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Exercisable December 31
|
695,757
|
|
|
$26.54
|
|
1,074,547
|
|
|
$26.47
|
|
1,526,140
|
|
|
$24.95
|
|
|
|
|
Options Outstanding
|
|
Options Exercisable
|
||||||||
Exercise Price Range
|
|
Shares
|
|
Weighted Average
Remaining
Contractual Life
|
|
Weighted Average
Exercise Price
|
|
Shares
|
|
Weighted Average
Exercise Price
|
||||
$23.00
|
to
|
$24.00
|
|
647,757
|
|
|
2.2 years
|
|
$23.40
|
|
647,757
|
|
|
$23.40
|
$66.00
|
to
|
$71.00
|
|
72,000
|
|
|
7.4 years
|
|
$68.04
|
|
48,000
|
|
|
$68.99
|
|
|
|
|
719,757
|
|
|
|
|
|
|
695,757
|
|
|
|
|
2016
|
|
2015
|
|
2014
|
|||
January 1
|
4,349,105
|
|
|
5,040,641
|
|
|
6,090,697
|
|
Granted
|
1,100,396
|
|
|
1,208,964
|
|
|
915,922
|
|
Vested
|
(1,438,386
|
)
|
|
(1,631,343
|
)
|
|
(1,619,444
|
)
|
Forfeited
|
(209,010
|
)
|
|
(269,157
|
)
|
|
(346,534
|
)
|
December 31
|
3,802,105
|
|
|
4,349,105
|
|
|
5,040,641
|
|
|
|
|
|
|
|
|||
Weighted average grant date fair value of shares granted in the period
|
$73.16
|
|
$64.49
|
|
$64.92
|
|||
|
|
|
|
|
|
|||
Weighted average grant date fair value at December 31
|
$61.72
|
|
$55.08
|
|
$50.98
|
|
2016
|
|
2015
|
|
2014
|
|||||||||||||||
|
Shares
|
|
Weighted Average Grant Date Fair Value
|
|
Shares
|
|
Weighted Average Grant Date Fair Value
|
|
Shares
|
|
Weighted Average Grant Date Fair Value
|
|||||||||
January 1
|
534,456
|
|
|
$
|
66.05
|
|
|
622,859
|
|
|
$
|
56.16
|
|
|
681,555
|
|
|
$
|
51.19
|
|
Granted
|
153,492
|
|
|
83.23
|
|
|
161,625
|
|
|
77.68
|
|
|
188,621
|
|
|
69.89
|
|
|||
Distributed
|
(225,567
|
)
|
|
55.20
|
|
|
(239,387
|
)
|
|
48.94
|
|
|
(165,562
|
)
|
|
48.56
|
|
|||
Forfeited
|
—
|
|
|
—
|
|
|
(10,641
|
)
|
|
48.87
|
|
|
(81,755
|
)
|
|
61.76
|
|
|||
December 31
|
462,381
|
|
|
$
|
77.05
|
|
|
534,456
|
|
|
$
|
66.05
|
|
|
622,859
|
|
|
$
|
56.16
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Domestic
|
$
|
805.2
|
|
|
$
|
803.3
|
|
|
$
|
739.9
|
|
International
|
1,036.6
|
|
|
975.3
|
|
|
1,070.1
|
|
|||
|
$
|
1,841.8
|
|
|
$
|
1,778.6
|
|
|
$
|
1,810.0
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
381.8
|
|
|
$
|
342.3
|
|
|
$
|
356.1
|
|
State and local
|
12.6
|
|
|
29.9
|
|
|
38.1
|
|
|||
International
|
332.1
|
|
|
324.5
|
|
|
344.8
|
|
|||
|
726.5
|
|
|
696.7
|
|
|
739.0
|
|
|||
Deferred:
|
|
|
|
|
|
||||||
Federal
|
(88.2
|
)
|
|
(86.7
|
)
|
|
(106.4
|
)
|
|||
State and local
|
12.0
|
|
|
12.1
|
|
|
(2.3
|
)
|
|||
International
|
(49.8
|
)
|
|
(38.5
|
)
|
|
(37.2
|
)
|
|||
|
(126.0
|
)
|
|
(113.1
|
)
|
|
(145.9
|
)
|
|||
|
$
|
600.5
|
|
|
$
|
583.6
|
|
|
$
|
593.1
|
|
|
2016
|
|
2015
|
|
2014
|
|||
Statutory U.S. federal income tax rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State and local income taxes, net of federal income tax benefit
|
0.9
|
|
|
1.5
|
|
|
1.3
|
|
International tax rate differentials
|
(4.0
|
)
|
|
(3.7
|
)
|
|
(3.3
|
)
|
Other
|
0.7
|
|
|
—
|
|
|
(0.2
|
)
|
Effective tax rate
|
32.6
|
%
|
|
32.8
|
%
|
|
32.8
|
%
|
|
2016
|
|
2015
|
||||
Deferred tax assets:
|
|
|
|
||||
Compensation
|
$
|
307.5
|
|
|
$
|
293.8
|
|
Tax loss and credit carryforwards
|
88.5
|
|
|
113.3
|
|
||
Basis differences from acquisitions
|
24.3
|
|
|
37.1
|
|
||
Basis differences from short-term assets and liabilities
|
36.2
|
|
|
27.2
|
|
||
Other
|
18.7
|
|
|
26.9
|
|
||
Deferred tax assets
|
475.2
|
|
|
498.3
|
|
||
Valuation allowance
|
(3.0
|
)
|
|
(35.3
|
)
|
||
Net deferred tax assets
|
$
|
472.2
|
|
|
$
|
463.0
|
|
Deferred tax liabilities:
|
|
|
|
||||
Goodwill and intangible assets
|
$
|
802.7
|
|
|
$
|
729.5
|
|
Financial instruments
|
132.3
|
|
|
197.3
|
|
||
Unremitted foreign earnings
|
15.9
|
|
|
9.9
|
|
||
Basis differences from investments
|
1.8
|
|
|
(4.6
|
)
|
||
Deferred tax liabilities
|
$
|
952.7
|
|
|
$
|
932.1
|
|
|
|
|
|
||||
Net deferred tax liabilities
|
$
|
480.5
|
|
|
$
|
469.1
|
|
|
2016
|
|
2015
|
||||
January 1
|
$
|
113.0
|
|
|
$
|
139.8
|
|
Additions:
|
|
|
|
||||
Current year tax positions
|
20.0
|
|
|
5.8
|
|
||
Prior year tax positions
|
6.5
|
|
|
0.2
|
|
||
Reduction of prior year tax positions
|
(21.9
|
)
|
|
(25.1
|
)
|
||
Settlements
|
(0.7
|
)
|
|
(6.0
|
)
|
||
Foreign currency translation
|
—
|
|
|
(1.7
|
)
|
||
December 31
|
$
|
116.9
|
|
|
$
|
113.0
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Service cost
|
$
|
7.8
|
|
|
$
|
5.3
|
|
|
$
|
6.8
|
|
Interest cost
|
7.8
|
|
|
7.6
|
|
|
8.2
|
|
|||
Expected return on plan assets
|
(3.7
|
)
|
|
(4.0
|
)
|
|
(4.2
|
)
|
|||
Amortization of prior service cost
|
4.5
|
|
|
4.3
|
|
|
4.3
|
|
|||
Amortization of actuarial losses
|
5.3
|
|
|
5.7
|
|
|
2.3
|
|
|||
|
$
|
21.7
|
|
|
$
|
18.9
|
|
|
$
|
17.4
|
|
|
2016
|
|
2015
|
||||
Benefit Obligation:
|
|
|
|
||||
January 1
|
$
|
234.8
|
|
|
$
|
222.7
|
|
Service cost
|
7.8
|
|
|
5.3
|
|
||
Interest cost
|
7.8
|
|
|
7.6
|
|
||
Amendments, curtailments and settlements
|
—
|
|
|
3.8
|
|
||
Actuarial losses
|
13.3
|
|
|
5.9
|
|
||
Benefits paid
|
(9.4
|
)
|
|
(7.2
|
)
|
||
Foreign currency translation
|
(3.2
|
)
|
|
(3.3
|
)
|
||
December 31
|
$
|
251.1
|
|
|
$
|
234.8
|
|
Fair Value of Plan Assets:
|
|
|
|
||||
January 1
|
$
|
68.9
|
|
|
$
|
74.4
|
|
Actual return on plan assets
|
4.9
|
|
|
(0.5
|
)
|
||
Employer contributions
|
6.6
|
|
|
4.2
|
|
||
Benefits paid
|
(9.4
|
)
|
|
(7.2
|
)
|
||
Foreign currency translation and other
|
(2.4
|
)
|
|
(2.0
|
)
|
||
December 31
|
$
|
68.6
|
|
|
$
|
68.9
|
|
|
|
|
|
||||
Funded Status December 31
|
$
|
(182.5
|
)
|
|
$
|
(165.9
|
)
|
|
2016
|
|
2015
|
||||
Other assets
|
$
|
4.2
|
|
|
$
|
5.4
|
|
Other current liabilities
|
(5.1
|
)
|
|
(4.6
|
)
|
||
Long-term liabilities
|
(181.6
|
)
|
|
(166.7
|
)
|
||
|
$
|
(182.5
|
)
|
|
$
|
(165.9
|
)
|
|
2016
|
|
2015
|
||||
Benefit obligation
|
$
|
241.3
|
|
|
$
|
215.9
|
|
Plan assets
|
54.6
|
|
|
44.6
|
|
||
|
$
|
186.7
|
|
|
$
|
171.3
|
|
|
2016
|
|
2015
|
||
Discount rate
|
3.5
|
%
|
|
3.8
|
%
|
Compensation increases
|
2.0
|
%
|
|
2.0
|
%
|
2017
|
$
|
9.0
|
|
2018
|
8.8
|
|
|
2019
|
9.7
|
|
|
2020
|
12.6
|
|
|
2021
|
15.2
|
|
|
2022 - 2026
|
87.7
|
|
2016
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Cash
|
$
|
1.6
|
|
|
|
|
|
|
$
|
1.6
|
|
||||
Mutual funds
|
39.0
|
|
|
|
|
|
|
39.0
|
|
||||||
Unit trusts
|
23.5
|
|
|
|
|
|
|
23.5
|
|
||||||
Insurance contracts
|
|
|
|
|
$
|
4.3
|
|
|
4.3
|
|
|||||
Other
|
|
|
$
|
0.2
|
|
|
|
|
0.2
|
|
|||||
|
$
|
64.1
|
|
|
$
|
0.2
|
|
|
$
|
4.3
|
|
|
$
|
68.6
|
|
2015
|
|
|
|
|
|
|
|
||||||||
Cash
|
$
|
1.8
|
|
|
|
|
|
|
$
|
1.8
|
|
||||
Mutual funds
|
39.7
|
|
|
|
|
|
|
39.7
|
|
||||||
Unit trusts
|
22.9
|
|
|
|
|
|
|
22.9
|
|
||||||
Insurance contracts
|
|
|
|
|
$
|
4.2
|
|
|
4.2
|
|
|||||
Other
|
|
|
$
|
0.3
|
|
|
|
|
0.3
|
|
|||||
|
$
|
64.4
|
|
|
$
|
0.3
|
|
|
$
|
4.2
|
|
|
$
|
68.9
|
|
|
2016
|
|
2015
|
||||
January 1
|
$
|
4.2
|
|
|
$
|
3.7
|
|
Actual return on assets
|
0.2
|
|
|
0.1
|
|
||
Purchases, sales and settlements, net
|
(0.1
|
)
|
|
0.4
|
|
||
December 31
|
$
|
4.3
|
|
|
$
|
4.2
|
|
|
2016
|
|
2015
|
|||||
|
Target
Allocation
|
|
Actual
Allocation
|
|
Actual
Allocation
|
|||
Cash
|
4
|
%
|
|
3
|
%
|
|
3
|
%
|
Mutual funds
|
54
|
%
|
|
57
|
%
|
|
58
|
%
|
Unit trusts
|
35
|
%
|
|
34
|
%
|
|
33
|
%
|
Insurance contracts
|
6
|
%
|
|
6
|
%
|
|
6
|
%
|
Other
|
1
|
%
|
|
—
|
%
|
|
—
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
2016
|
|
2015
|
|
2014
|
||||||
Service cost
|
$
|
3.9
|
|
|
$
|
4.8
|
|
|
$
|
3.8
|
|
Interest cost
|
3.5
|
|
|
4.3
|
|
|
4.5
|
|
|||
Amortization of prior service cost
|
3.1
|
|
|
3.2
|
|
|
2.1
|
|
|||
Amortization of actuarial losses
|
1.1
|
|
|
1.6
|
|
|
0.9
|
|
|||
|
$
|
11.6
|
|
|
$
|
13.9
|
|
|
$
|
11.3
|
|
|
2016
|
|
2015
|
|
2014
|
|||
Discount rate
|
4.1
|
%
|
|
3.8
|
%
|
|
4.7
|
%
|
Compensation increases
|
3.5
|
%
|
|
3.5
|
%
|
|
3.5
|
%
|
|
2016
|
|
2015
|
||||
January 1
|
$
|
115.9
|
|
|
$
|
122.1
|
|
Service cost
|
3.9
|
|
|
4.8
|
|
||
Interest cost
|
3.5
|
|
|
4.3
|
|
||
Amendments
|
5.6
|
|
|
(0.6
|
)
|
||
Actuarial (gain) loss
|
0.6
|
|
|
(6.0
|
)
|
||
Benefits paid
|
(9.2
|
)
|
|
(8.7
|
)
|
||
December 31
|
$
|
120.3
|
|
|
$
|
115.9
|
|
|
2016
|
|
2015
|
||||
Other current liabilities
|
$
|
8.1
|
|
|
$
|
9.3
|
|
Long-term liabilities
|
112.2
|
|
|
106.6
|
|
||
|
$
|
120.3
|
|
|
$
|
115.9
|
|
|
2016
|
|
2015
|
||
Discount rate
|
3.9
|
%
|
|
4.1
|
%
|
Compensation increases
|
3.5
|
%
|
|
3.5
|
%
|
2017
|
$
|
8.1
|
|
2018
|
8.2
|
|
|
2019
|
6.9
|
|
|
2020
|
5.8
|
|
|
2021
|
5.5
|
|
|
2022 - 2026
|
30.5
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
(Increase) decrease in accounts receivable
|
$
|
(376.5
|
)
|
|
$
|
(1,063.6
|
)
|
|
$
|
(227.1
|
)
|
(Increase) decrease in work in process and other current assets
|
(89.7
|
)
|
|
(74.7
|
)
|
|
(14.2
|
)
|
|||
Increase (decrease) in accounts payable
|
741.9
|
|
|
1,443.7
|
|
|
231.3
|
|
|||
Increase (decrease) in customer advances and other current liabilities
|
36.3
|
|
|
203.9
|
|
|
(24.0
|
)
|
|||
Change in other assets and liabilities, net
|
11.0
|
|
|
48.3
|
|
|
(72.2
|
)
|
|||
|
$
|
323.0
|
|
|
$
|
557.6
|
|
|
$
|
(106.2
|
)
|
|
|
|
|
|
|
||||||
Income taxes paid
|
$
|
570.4
|
|
|
$
|
540.1
|
|
|
$
|
610.1
|
|
Interest paid
|
$
|
216.7
|
|
|
$
|
173.9
|
|
|
$
|
188.6
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Net income attributed to Omnicom Group Inc.
|
$
|
1,148.6
|
|
|
$
|
1,093.9
|
|
|
$
|
1,104.0
|
|
Transfers (to) from noncontrolling interests:
|
|
|
|
|
|
||||||
Increase in additional paid-in capital from sale of shares in noncontrolling interests
|
2.0
|
|
|
1.7
|
|
|
6.3
|
|
|||
Decrease in additional paid-in capital from purchase of shares in noncontrolling interests
|
(89.7
|
)
|
|
(40.5
|
)
|
|
(70.8
|
)
|
|||
Net transfers (to) from noncontrolling interests
|
(87.7
|
)
|
|
(38.8
|
)
|
|
(64.5
|
)
|
|||
Change from net income attributed to Omnicom Group Inc. and
transfers (to) from noncontrolling interests
|
$
|
1,060.9
|
|
|
$
|
1,055.1
|
|
|
$
|
1,039.5
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Office base rent
|
$
|
339.7
|
|
|
$
|
342.5
|
|
|
$
|
373.1
|
|
Third party sublease rent
|
(5.6
|
)
|
|
(11.0
|
)
|
|
(11.2
|
)
|
|||
Net office rent
|
334.1
|
|
|
331.5
|
|
|
361.9
|
|
|||
Equipment rent
|
21.0
|
|
|
22.6
|
|
|
27.9
|
|
|||
|
$
|
355.1
|
|
|
$
|
354.1
|
|
|
$
|
389.8
|
|
|
Operating Leases
|
|
Capital Leases
|
||||
2017
|
$
|
299.5
|
|
|
$
|
26.2
|
|
2018
|
232.1
|
|
|
19.3
|
|
||
2019
|
197.4
|
|
|
14.8
|
|
||
2020
|
157.5
|
|
|
11.1
|
|
||
2021
|
131.0
|
|
|
5.7
|
|
||
Thereafter
|
550.9
|
|
|
1.3
|
|
||
Minimum lease payments
|
1,568.4
|
|
|
78.4
|
|
||
Sublease rent
|
(7.8
|
)
|
|
|
|||
Net rent
|
$
|
1,560.6
|
|
|
|
||
Interest component
|
|
|
(4.4
|
)
|
|||
Present value of minimum lease payments
|
|
|
$
|
74.0
|
|
|
2016
|
|
2015
|
||||
Property under capital lease:
|
|
|
|
||||
Cost
|
$
|
184.8
|
|
|
$
|
154.6
|
|
Accumulated depreciation
|
(110.2
|
)
|
|
(100.4
|
)
|
||
|
$
|
74.6
|
|
|
$
|
54.2
|
|
Capital lease obligations:
|
|
|
|
||||
Current
|
$
|
24.2
|
|
|
$
|
22.8
|
|
Long-term
|
49.8
|
|
|
35.2
|
|
||
|
$
|
74.0
|
|
|
$
|
58.0
|
|
|
Cash Flow Hedge
|
|
Available-for-Sale Securities
|
|
Defined Benefit Pension Plans and Postemployment Arrangements
|
|
Foreign Currency Translation
|
|
Total
|
||||||||||
January 1, 2015
|
$
|
—
|
|
|
$
|
(1.2
|
)
|
|
$
|
(92.1
|
)
|
|
$
|
(524.9
|
)
|
|
$
|
(618.2
|
)
|
Other comprehensive income (loss) before reclassifications
|
(3.3
|
)
|
|
0.3
|
|
|
(4.7
|
)
|
|
(398.4
|
)
|
|
(406.1
|
)
|
|||||
Reclassification from accumulated other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
8.9
|
|
|
—
|
|
|
8.9
|
|
|||||
December 31, 2015
|
(3.3
|
)
|
|
(0.9
|
)
|
|
(87.9
|
)
|
|
(923.3
|
)
|
|
(1,015.4
|
)
|
|||||
Other comprehensive income (loss) before reclassifications
|
(28.5
|
)
|
|
0.1
|
|
|
(11.0
|
)
|
|
(311.8
|
)
|
|
(351.2
|
)
|
|||||
Reclassification from accumulated other comprehensive income (loss)
|
2.3
|
|
|
—
|
|
|
8.3
|
|
|
—
|
|
|
10.6
|
|
|||||
December 31, 2016
|
$
|
(29.5
|
)
|
|
$
|
(0.8
|
)
|
|
$
|
(90.6
|
)
|
|
$
|
(1,235.1
|
)
|
|
$
|
(1,356.0
|
)
|
2016
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
3,002.2
|
|
|
|
|
|
|
$
|
3,002.2
|
|
||||
Short-term investments
|
20.6
|
|
|
|
|
|
|
20.6
|
|
||||||
Available-for-sale securities
|
4.3
|
|
|
|
|
|
|
4.3
|
|
||||||
Interest rate and foreign currency derivative instruments
|
|
|
$
|
0.2
|
|
|
|
|
0.2
|
|
|||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||
Interest rate and foreign currency derivative instruments
|
|
|
$
|
48.9
|
|
|
|
|
$
|
48.9
|
|
||||
Contingent purchase price obligations
|
|
|
|
|
$
|
386.1
|
|
|
386.1
|
|
2015
|
|
|
|
|
|
|
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
2,605.2
|
|
|
|
|
|
|
$
|
2,605.2
|
|
||||
Short-term investments
|
14.5
|
|
|
|
|
|
|
14.5
|
|
||||||
Available-for-sale securities
|
4.8
|
|
|
|
|
|
|
4.8
|
|
||||||
Interest rate and foreign currency derivative instruments
|
|
|
$
|
32.4
|
|
|
|
|
32.4
|
|
|||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Interest rate and foreign currency derivative instruments
|
|
|
$
|
15.9
|
|
|
|
|
$
|
15.9
|
|
||||
Contingent purchase price obligations
|
|
|
|
|
$
|
322.0
|
|
|
322.0
|
|
|
2016
|
|
2015
|
||||
January 1
|
$
|
322.0
|
|
|
$
|
300.7
|
|
Acquisitions
|
165.3
|
|
|
98.9
|
|
||
Revaluation and interest
|
18.0
|
|
|
21.8
|
|
||
Payments
|
(103.7
|
)
|
|
(58.6
|
)
|
||
Deferred payment
|
—
|
|
|
(21.4
|
)
|
||
Foreign currency translation
|
(15.5
|
)
|
|
(19.4
|
)
|
||
December 31
|
$
|
386.1
|
|
|
$
|
322.0
|
|
|
2016
|
|
2015
|
||||||||||||
|
Carrying
Amount
|
|
Fair
Value
|
|
Carrying
Amount
|
|
Fair
Value
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
3,002.2
|
|
|
$
|
3,002.2
|
|
|
$
|
2,605.2
|
|
|
$
|
2,605.2
|
|
Short-term investments
|
20.6
|
|
|
20.6
|
|
|
14.5
|
|
|
14.5
|
|
||||
Available-for-sale securities
|
4.3
|
|
|
4.3
|
|
|
4.8
|
|
|
4.8
|
|
||||
Interest rate and foreign currency derivative instruments
|
0.2
|
|
|
0.2
|
|
|
32.4
|
|
|
32.4
|
|
||||
Cost method investments
|
14.2
|
|
|
14.2
|
|
|
21.5
|
|
|
21.5
|
|
||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Short-term debt
|
$
|
28.7
|
|
|
$
|
28.7
|
|
|
$
|
5.2
|
|
|
$
|
5.2
|
|
Interest rate and foreign currency derivative instruments
|
48.9
|
|
|
48.9
|
|
|
15.9
|
|
|
15.9
|
|
||||
Contingent purchase price obligations
|
386.1
|
|
|
386.1
|
|
|
322.0
|
|
|
322.0
|
|
||||
Long-term debt, including current portion
|
4,920.6
|
|
|
5,035.1
|
|
|
4,565.6
|
|
|
4,655.9
|
|
|
Quarter
|
||||||||||||||
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
||||||||
Revenue
|
|
|
|
|
|
|
|
||||||||
2016
|
$
|
3,499.1
|
|
|
$
|
3,884.9
|
|
|
$
|
3,791.1
|
|
|
$
|
4,241.8
|
|
2015
|
3,469.2
|
|
|
3,805.3
|
|
|
3,706.6
|
|
|
4,153.3
|
|
||||
Operating Expenses
|
|
|
|
|
|
|
|
||||||||
2016
|
3,107.0
|
|
|
3,323.1
|
|
|
3,338.0
|
|
|
3,639.9
|
|
||||
2015
|
3,091.5
|
|
|
3,266.7
|
|
|
3,278.3
|
|
|
3,577.8
|
|
||||
Operating Profit
|
|
|
|
|
|
|
|
||||||||
2016
|
392.1
|
|
|
561.8
|
|
|
453.1
|
|
|
601.9
|
|
||||
2015
|
377.7
|
|
|
538.6
|
|
|
428.3
|
|
|
575.5
|
|
||||
Net Income - Omnicom Group Inc.
|
|
|
|
|
|
|
|
||||||||
2016
|
218.4
|
|
|
326.1
|
|
|
253.8
|
|
|
350.3
|
|
||||
2015
|
209.1
|
|
|
313.9
|
|
|
239.3
|
|
|
331.6
|
|
||||
Net Income Per Share Omnicom Group Inc. - Basic
|
|
|
|
|
|
|
|
||||||||
2016
|
0.90
|
|
|
1.36
|
|
|
1.06
|
|
|
1.47
|
|
||||
2015
|
0.84
|
|
|
1.27
|
|
|
0.97
|
|
|
1.35
|
|
||||
Net Income Per Share Omnicom Group Inc. - Diluted
|
|
|
|
|
|
|
|
||||||||
2016
|
0.90
|
|
|
1.36
|
|
|
1.06
|
|
|
1.47
|
|
||||
2015
|
0.83
|
|
|
1.26
|
|
|
0.97
|
|
|
1.35
|
|
Description
|
Balance
Beginning
of Period
|
|
Charged
to Costs
and Expenses
|
|
Removal of
Uncollectible
Receivables
|
|
Translation
Adjustment
Increase (Decrease)
|
|
Balance
End of
Period
|
||||||||||
Valuation accounts deducted from assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for Doubtful Accounts:
|
|
|
|
|
|
|
|
|
|
||||||||||
December 31, 2016
|
$
|
22.5
|
|
|
$
|
10.2
|
|
|
$
|
(7.4
|
)
|
|
$
|
(0.4
|
)
|
|
$
|
24.9
|
|
December 31, 2015
|
24.9
|
|
|
4.4
|
|
|
(5.4
|
)
|
|
(1.4
|
)
|
|
22.5
|
|
|||||
December 31, 2014
|
32.6
|
|
|
8.5
|
|
|
(14.9
|
)
|
|
(1.3
|
)
|
|
24.9
|
|
|
For the Years Ended December 31,
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
Earnings:
|
|
|
|
|
|
|
|
|
|
||||||||||
Income before income taxes
|
$
|
1,841.8
|
|
|
$
|
1,778.6
|
|
|
$
|
1,810.0
|
|
|
$
|
1,660.9
|
|
|
$
|
1,659.6
|
|
Add: Dividends from equity method investments
|
10.4
|
|
|
10.8
|
|
|
12.6
|
|
|
17.2
|
|
|
13.4
|
|
|||||
Fixed charges
|
328.1
|
|
|
299.1
|
|
|
307.1
|
|
|
331.3
|
|
|
318.3
|
|
|||||
Total earnings
|
$
|
2,180.3
|
|
|
$
|
2,088.5
|
|
|
$
|
2,129.7
|
|
|
$
|
2,009.4
|
|
|
$
|
1,991.3
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed charges:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
(a)
|
$
|
209.7
|
|
|
$
|
181.1
|
|
|
$
|
177.2
|
|
|
$
|
197.2
|
|
|
$
|
179.7
|
|
Rent expense interest factor
(b)
|
118.4
|
|
|
118.0
|
|
|
129.9
|
|
|
134.1
|
|
|
138.6
|
|
|||||
Total fixed charges
|
$
|
328.1
|
|
|
$
|
299.1
|
|
|
$
|
307.1
|
|
|
$
|
331.3
|
|
|
$
|
318.3
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Ratio of earnings to fixed charges
|
6.65x
|
|
|
6.98x
|
|
|
6.93x
|
|
|
6.07x
|
|
|
6.26x
|
|
(a)
|
Interest expense includes interest on third-party indebtedness.
|
(b)
|
The rent expense interest factor reflects an appropriate portion (one-third) of rent expense representative of interest.
|
Company
|
|
Jurisdiction of
Incorporation
|
|
Percentage of Voting
Securities Owned
by Registrant
|
|
Number
of US
subsidiaries
|
|
Number
of Non-US
subsidiaries
|
Omnicom APIMA Holdings Limited
|
|
Hong Kong
|
|
100%
|
|
|
|
65
|
Omnicom Capital Inc.
|
|
Connecticut
|
|
100%
|
|
|
|
1
|
Omnicom Europe Limited
|
|
United Kingdom
|
|
100%
|
|
3
|
|
541
|
Omnicom Group (Asia Pacific) Pte. Ltd.
|
|
Singapore
|
|
100%
|
|
|
|
34
|
BBDO Worldwide Inc.
|
|
New York
|
|
100%
|
|
30
|
|
131
|
DDB Worldwide Communications Group Inc.
|
|
New York
|
|
100%
|
|
15
|
|
38
|
TBWA Worldwide Inc.
|
|
New York
|
|
100%
|
|
7
|
|
14
|
DAS Holdings Inc.
|
|
Delaware
|
|
100%
|
|
45
|
|
8
|
Omnicom Media Group Holdings Inc.
|
|
Delaware
|
|
100%
|
|
44
|
|
6
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
February 9, 2017
|
/s/ J
OHN
D. W
REN
|
|
|
|
|
|
|
|
|
John D. Wren
|
|
|
Chief Executive Officer and President
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
February 9, 2017
|
/s/ P
HILIP
J. A
NGELASTRO
|
|
|
|
|
|
|
|
|
Philip
J. Angelastro
|
|
|
Executive Vice President and
|
|
|
Chief Financial Officer
|
•
|
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
•
|
the information contained in the Report fairly presents, in all material aspects, the financial condition and results of operations of Omnicom Group Inc. as of the dates and for the periods expressed in the Report.
|
Date:
|
February 9, 2017
|
|
|
|
|
|
/
s
/ J
OHN
D. W
REN
|
|
|
Name:
|
John D. Wren
|
|
|
Title:
|
Chief Executive Officer and President
|
|
|
|
/
s
/ P
HILIP
J. A
NGELASTRO
|
|
|
Name:
|
Philip J. Angelastro
|
|
|
Title:
|
Executive Vice President and Chief Financial Officer
|