Item 2.02 Results of Operations and Financial Condition.
On February 15, 2018, Omnicom Group Inc.
(“Omnicom” or the “Company”) published an earnings release reporting its financial results for the three
and twelve months ended December 31, 2017. A copy of the earnings release is attached as Exhibit 99.1 hereto and is incorporated
by reference herein. Following the publication of the earnings release, Omnicom hosted an earnings call in which its financial
results were discussed. The investor presentation materials used for the call are attached as Exhibit 99.2 hereto and are incorporated
by reference herein.
On February 15, 2018, Omnicom posted the
materials attached as Exhibits 99.1 and 99.2 on its web site (www.omnicomgroup.com).
Certain statements in the exhibits to this Current
Report on Form 8-K constitute 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 condition, 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: 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 in the credit markets; ability to attract new clients and retain existing clients in the manner anticipated;
changes in client advertising, marketing and corporate communications requirements; failure to manage potential conflicts of interest
between or among clients; unanticipated changes relating to competitive factors in the advertising, marketing and corporate communications
industries; ability to hire and retain key personnel; currency exchange rate fluctuations; reliance on information technology systems;
changes in legislation or governmental regulations affecting the Company or its clients; risks associated with assumptions the
Company makes in connection with its critical accounting estimates and legal proceedings; and the Company’s international
operations, which are subject to the risks of currency repatriation restrictions, social or political conditions and regulatory
environment. 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 under “Risk Factors”
in Omnicom's Annual Report on Form 10-K for the year ended December 31, 2016 and 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.
The foregoing information (including the
exhibits hereto) is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference
in any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.