Consent of Independent Registered Public Accounting Firm
15
i
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Plan Administrator and Participants
Omnicom Group Retirement Savings Plan
New York, New York
Opinion on the Financial Statements
We have audited the accompanying statements of net assets available for benefits of the Omnicom Group Retirement Savings Plan (the Plan) as of December 31, 2020 and 2019, and the related statements of changes in net assets available for benefits for the years ended December 31, 2020 and 2019, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2020 and 2019, and the changes in net assets available for benefits for the years ended December 31, 2020 and 2019, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on the Plan’s financial statements 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 Plan 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 audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the 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 financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by the Plan's management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Supplemental Information
The supplemental information in the accompanying schedules of 1) Schedule H, Line 4i - Schedule of Assets (Held at End of Year) at December 31, 2020 and 2) Schedule H, Line 4a - Schedule of Delinquent Participant Contributions for the year ended December 31, 2020 have been subjected to audit procedures performed in conjunction with the audit of the Plan's financial statements. The supplemental information is the responsibility of the Plan's management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information, we evaluated whether the supplemental information, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information is fairly stated, in all material respects, in relation to the financial statements as a whole.
/s/ PKF O'Connor Davies LLP
We have served as the Plan’s auditor since 2009.
Harrison, New York
June 25, 2021
1
OMNICOM GROUP RETIREMENT SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31,
2020
2019
Assets:
Investments, at fair value:
Mutual Funds
$
1,135,622,377
$
1,061,486,491
Common/Collective Trusts
2,162,898,409
1,801,967,220
Company Stock
87,986,456
126,669,598
3,386,507,242
2,990,123,309
Investments, at contract value
280,545,035
247,679,940
Total Investments
3,667,052,277
3,237,803,249
Receivables:
Employer contributions
40,230,000
40,461,969
Notes receivable from participants
21,695,784
23,129,848
Accrued interest and dividends
919,158
1,017,730
Due from broker for investments sold
699,978
133,679
Total Receivables
63,544,920
64,743,226
Total Assets
3,730,597,197
3,302,546,475
Liabilities:
Accrued expenses and other
778,284
1,177,297
Due to broker for investments purchased
139,119
452,062
Total Liabilities
917,403
1,629,359
Net Assets Available for Benefits
$
3,729,679,794
$
3,300,917,116
See accompanying notes to financial statements.
2
OMNICOM GROUP RETIREMENT SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Year Ended December 31,
2020
2019
Additions:
Contributions:
Employer
$
39,701,578
$
40,441,319
Participants
157,026,545
148,829,252
Rollover
21,009,513
21,937,537
217,737,636
211,208,108
Dividend and interest income
34,113,105
43,443,840
Other income - Revenue Sharing Credits (Note 1)
—
4,297,200
Net appreciation in fair value of investments
473,108,980
582,427,947
Total Additions
724,959,721
841,377,095
Deductions:
Benefits paid
345,077,410
316,392,022
Administrative expenses (Note 1)
1,679,758
1,195,022
Total Deductions
346,757,168
317,587,044
Net increase
378,202,553
523,790,051
Assets transferred into Plan
50,560,125
—
Net assets available for benefits:
Beginning of year
3,300,917,116
2,777,127,065
End of year
$
3,729,679,794
$
3,300,917,116
See accompanying notes to financial statements.
3
OMNICOM GROUP RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
1. Description of Plan
The following brief description of the Omnicom Group Retirement Savings Plan, or the Plan, provides only general information. Participants should refer to the Summary Plan Description, or the SPD, or the Plan document for a more complete description of the Plan’s provisions. In the event of any conflict between the SPD and the Plan document, the Plan document will control.
General
The Plan is a defined contribution retirement plan covering all eligible employees of participating companies of Omnicom Group Inc., or the Company, and the Company is the sponsor of the Plan. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended, or ERISA, and to the provisions of the Internal Revenue Code of 1986, as amended, or the Code, as it pertains to plans intended to qualify under Section 401(a) of the Code. The Administrative Committee, or the Committee, comprised of persons appointed by the Company’s Board of Directors, or its delegate, administers the Plan and is responsible for resolving all questions that may arise under the Plan. The Plan’s assets are held in trust with Fidelity Management Trust Company, or the Trustee, and an affiliate of the Trustee performs the recordkeeping services for the Plan.
Eligibility and Plan Entry Dates
For the 401(k) and matching contribution features of the Plan, eligible employees of participating companies can enroll in the Plan as soon as administratively practicable following employment. For the profit sharing feature of the Plan, eligible employees of participating companies are generally eligible twelve months after their date of hire and are enrolled in the Plan on the first day of the following calendar quarter.
Contributions
Each year, participants may contribute from 1% to 70% of their eligible pre-tax compensation, up to the maximum allowed under the Code. Participants who have reached age 50 are eligible to contribute additional pre-tax catch-up contributions. The Plan accepts rollover contributions from other employers’ qualified plans and from conduit Individual Retirement Accounts.
Each participating company may make discretionary matching contributions and discretionary profit sharing contributions, collectively Employer Contributions, to the Plan each year on behalf of its eligible employees. Participants are generally eligible to receive Employer Contributions, if any, if they are active employees on the last day of the Plan year and are credited with at least 1,000 hours of service during the Plan year. Employer Contributions, if any, are deposited and allocated to the accounts of eligible participants after each Plan year-end.
Participant Accounts
Participants direct the investment of their accounts into various investment options offered by the Plan. Each participant’s account is credited with the participant’s contributions, allocations of Employer Contributions, if any, and investment income or losses, which consists of interest, dividends, and the net realized and unrealized investment gains and losses, less administrative expenses, for the investment option in which that account is invested. The benefit to which a participant is entitled is the participant’s vested account balance.
The investment option that allows participants to invest in Omnicom Group Inc. common stock, or Company Stock, has been designated as an Employee Stock Ownership Plan, or ESOP. Participants may elect to receive any dividends paid on their vested shares held in the ESOP as a cash payment instead of being reinvested in the Plan.
4
Vesting
Participants vest in any employer profit sharing contributions according to the following schedule:
0
%
for less than 2 years,
20
%
for 2 years but less than 3 years,
50
%
for 3 years but less than 4 years,
70
%
for 4 years but less than 5 years,
100
%
for 5 years or more.
Participants vest in any employer matching contributions according to one of the following schedules, as adopted by each participating company:
(i)
0
%
for less than 2 years,
40
%
for 2 years but less than 3 years,
100
%
for 3 years or more; or,
(ii)
0
%
for less than 2 years,
20
%
for 2 years but less than 3 years,
50
%
for 3 years but less than 4 years,
70
%
for 4 years but less than 5 years,
100
%
for 5 years or more.
In addition, the Plan maintains certain more favorable vesting schedules, which were grandfathered for eligible participants when the retirement plans separately sponsored by subsidiaries of the Company were merged into the Plan.
Forfeitures
Forfeited non-vested account balances may be used to reduce Employer Contributions or pay Plan expenses. At December 31, 2020 and 2019, forfeitures aggregating $6.2 million and $6.3 million, respectively, were used to reduce Employer Contributions for those years. The Employer Contribution receivable at December 31, 2020 and 2019 reflects the reduction of the forfeitures for those years.
Benefit Payments
Upon termination of employment, retirement, disability or death, participants, or their beneficiaries, may elect to receive the vested portion of their account in the form of a direct rollover, a lump-sum distribution, partial lump-sum distributions, or annual installment payments for up to 20 years. Terminated participants may defer payment of their account until they are required to receive a distribution in accordance with the Code. The Plan provides that accounts of terminated participants are distributed if their vested balance is $1,000 or less.
The Plan also allows hardships withdrawals, if certain conditions are met, and has an in-service withdrawal provision for employees who are age 59 ½ or older.
Notes Receivable from Participants
Generally, participants who are active employees may borrow from their accounts a minimum amount of $1,000 up to a maximum amount equal to the lesser of $50,000 or 50% of their vested account balance. Loans are secured by the balance in the participant’s account and bear interest at 1% above the prime rate in effect at the time the loan was initiated. Interest rates for outstanding loans range from 3.25% to 8.25% at both December 31, 2020 and 2019, respectively. Principal and interest are generally repaid through payroll deductions. General purpose loans must be repaid within five years and loans granted for principal residences must be repaid within 15 years. However, loans granted for principal residences that were transferred from merged plans may have longer maturity dates.
Changes to Investment Options
The Committee periodically reviews the Plan's investment options and may change the investment options available to the participants. In 2019, three mutual fund investment options (Fidelity Contrafund Class K, Fidelity Diversified International Fund Class K, William Blair Small-Mid Cap Growth Fund Class I ) were replaced with similar investment options through common/collective trusts (Fidelity Contrafund Pool, Fidelity Diversified International Pool, William Blair Small-Mid Cap Growth CIT). Similarly, the Fidelity Freedom K Income Fund and the Fidelity Freedom K Funds (2005 - 2060) were replaced with the FIAM Blend Target Date Income Commingled Pool Class T and the FIAM Blend Target Date (2005 - 2065) Commingled Pool Class T.
5
Additionally, the Neuberger Berman Socially Responsive Fund Class R6 was removed as an investment option and the Vanguard FTSE Social Index Fund IS was added.
Administrative Expenses
Expenses arising from participants’ individual investment elections or transactions, including loan set up fees, are paid directly by the participants. Commencing on April 1, 2019, participants with balances of $1,000 or more are charged a recordkeeping fee of $34 per year. In addition to the recordkeeping fee, beginning in 2020 participants are charged an administrative fee of $12 per year. The direct participant expenses, recordkeeping fees and administrative fees are included in administrative expenses in the Statement of Changes in Net Assets Available for Benefits.
Pursuant to an agreement between the Trustee and the Plan, revenue sharing credits generated from certain Plan investments were deposited by the Trustee into a revenue credit account. In 2020, the Plan no longer participates in the revenue sharing agreement. For the year ended December 31, 2019, $512,679 of the revenue sharing credits were used to reduce Plan administrative expenses. In 2019, the Plan allocated $4.3 million of the revenue sharing credits to participants with balances of $1,000 or more. The allocation represented substantially all of the revenue sharing credits and was recorded as Other Income in the Statements of Changes in Net Assets Available for Benefits.
Assets Transferred into Plan
In 2020, three separate retirement plans sponsored by subsidiaries of the Company (Credera 401(K) Profit Sharing Plan, Critical Mass (U.S.) 401(K) Plan and Snow Companies, Inc. Employees' Retirement Plan) were merged into the Plan and assets aggregating $50.6 million were transferred into the Plan. Additional subsidiaries may merge their plan assets into the Plan in the future.
2. Summary of Significant Accounting Policies
Basis of Accounting
The Plan’s financial statements are prepared on the accrual basis of accounting in conformity with generally accepted accounting principles in the United States, or U.S. GAAP.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires the Plan's management to make estimates and assumptions that affect the reported amounts of assets and liabilities, additions to and deductions from net assets, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates and assumptions and the difference could be material.
Investments
Investments in funds of registered investment companies (mutual funds) are stated at fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Shares of mutual funds are valued at quoted market prices.
Shares of common/collective trusts are valued at the net asset value as reported by the trustee and is based on the fair value of the underlying net assets. The net asset value is used as a practical expedient to estimate fair value. Each common/collective trust provides for daily redemption at the reported net asset value per share with no advance notice. There were no unfunded commitments as of December 31, 2020 and 2019.
Shares of Company Stock are valued at the closing price as reported on The New York Stock Exchange.
The Fidelity Managed Income Portfolio II, or MIP II, and the Fidelity Managed Income Portfolio Class 1, or MIP, are common/collective trusts that hold fully benefit-responsive investment contracts (see Note 3) and are stated at contract value. Contract value is the relevant measurement attribute for fully benefit-responsive investment contracts because contract value is the amount participants would receive if they were to initiate permitted transactions under the Plan.
Purchases and sales of investments are recorded on the trade date. Dividends are recorded on the ex-dividend date. Interest income is recorded on the accrual basis. The net appreciation (depreciation) in the fair value of investments consists of the net realized and unrealized investment gains and losses.
6
Notes Receivable from Participants
Notes receivable from participants are measured at the unpaid principal balance, plus any accrued interest. As provided for in the Plan, delinquent notes receivable are classified as benefit payments and are reflected in the statements of changes in net assets available for benefits.
Benefit Payments
Benefits are recorded when paid.
Fair Value Measurement
The Plan applies the fair value measurement guidance for its financial assets and liabilities that are required to be measured at fair value on a recurring basis. 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 the Plan’s market assumptions. The inputs establish 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.
Investments where fair value is measured using net asset value per share as a practical expedient are not categorized in the fair value hierarchy.
Risk and Uncertainties
The Plan provides participants with various investment options. Investment securities, in general, are exposed to various risks, such as interest rate risk, credit risk, liquidity risk, foreign currency risk, economic changes, and overall market volatility risk. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the financial statements and participants' account balances.
The COVID-19 pandemic continues to impact global economic conditions. As a result, the value of the Plan's investments is subject to volatility. The COVID-19 pandemic may continue to impact global economic conditions. The future impact on the Plan’s net assets available for benefits and changes in net assets available for benefits cannot be determined.
3. Investment in Fully Benefit Responsive Contracts
The underlying assets of MIP II and MIP are a pool of fixed income securities that include U.S. Government and U.S. Government agency obligations, publicly traded investment grade corporate debt, asset-backed securities and other debt securities. The securities are “wrapped” by synthetic investment contracts that provide liquidity for participant withdrawals by maintaining a constant net asset value. The issuers of the wrap contracts guarantee a minimum rate of return and provide full benefit responsiveness. Wrap contracts are purchased from issuers rated in the top three long-term rating categories (A- or the equivalent and above). At December 31, 2020 and 2019, there were no reserves against the wrap contracts carrying value due to the credit risk of the issuers. The interest crediting rates for MIP II at December 31, 2020 and 2019 were 1.60% and 2.37%, respectively, and the interest crediting rate for MIP at December 31, 2020 was 1.16%
The contract value of MIP II and MIP is determined by the Trustee and is equal to the sum of all of the benefits owed to participants. Participants may ordinarily direct the withdrawal or transfer of all or a portion of their investment in MIP II and MIP at contract value.
7
4. Investments
Investments measured at fair value at December 31, 2020 and 2019 were:
2020
2019
Omnicom Group Inc. Common Stock
$
87,986,456
$
126,669,598
Fidelity 500 Index Fund IPR
440,618,256
409,032,448
Fidelity Contrafund Pool
407,548,587
344,798,408
Fidelity Diversified International Pool
178,848,712
162,541,730
T. Rowe Price Institutional Large Cap Value Fund
140,672,924
152,251,908
T. Rowe Price Institutional Large Cap Core Growth Fund
243,079,810
193,823,430
PIMCO Total Return Fund Institutional Class
157,324,244
147,874,883
AB Discovery Value Fund Class Z
118,868,375
136,629,261
William Blair Small-Mid Cap Growth CIT
152,285,151
130,408,438
Vanguard FTSE Social Index Fund IS
34,900,638
21,545,881
State Street Global All Cap Equity Ex-U.S. Index Fund Class K
11,099,207
9,775,045
State Street Russell Small/Mid Cap Index Fund Class C
19,975,825
10,994,670
State Street U.S. Bond Index Fund Class C
32,097,441
18,002,393
FIAM Blend Target Date Income Commingled Pool Class T
10,715,385
11,223,267
FIAM Blend Target Date 2005 Commingled Pool Class T
3,692,551
2,925,512
FIAM Blend Target Date 2010 Commingled Pool Class T
10,147,638
10,616,838
FIAM Blend Target Date 2015 Commingled Pool Class T
13,796,609
15,261,550
FIAM Blend Target Date 2020 Commingled Pool Class T
54,960,501
60,723,158
FIAM Blend Target Date 2025 Commingled Pool Class T
94,841,563
85,783,186
FIAM Blend Target Date 2030 Commingled Pool Class T
145,693,690
129,117,758
FIAM Blend Target Date 2035 Commingled Pool Class T
191,734,907
166,968,338
FIAM Blend Target Date 2040 Commingled Pool Class T
220,885,343
186,986,282
FIAM Blend Target Date 2045 Commingled Pool Class T
213,073,739
169,377,697
FIAM Blend Target Date 2050 Commingled Pool Class T
221,623,270
169,970,110
FIAM Blend Target Date 2055 Commingled Pool Class T
130,013,566
90,932,097
FIAM Blend Target Date 2060 Commingled Pool Class T
47,807,909
25,543,782
FIAM Blend Target Date 2065 Commingled Pool Class T
2,056,815
16,961
Fidelity Government Money Market Fund
158,130
328,680
$
3,386,507,242
$
2,990,123,309
8
The appreciation (depreciation) in the fair value of investments, consisting of the net realized and unrealized investment gains and losses, for the years ended December 31, 2020 and 2019, was:
2020
2019
Omnicom Group Inc. Common Stock
$
(28,219,072)
$
12,848,063
Fidelity 500 Index Fund IPR
58,742,553
92,064,948
Fidelity Contrafund Pool
100,215,693
44,985,965
Fidelity Contrafund Class K
—
38,514,620
Fidelity Diversified International Pool
28,970,953
23,350,401
Fidelity Diversified International Fund Class K
—
15,553,692
AB Discovery Value Fund Class Z
(596,266)
19,194,790
T. Rowe Price Institutional Large Cap Value Fund
(2,220,817)
25,157,045
T. Rowe Price Institutional Large Cap Core Growth Fund
59,219,859
44,681,240
PIMCO Total Return Fund Institutional Class
3,670,561
5,621,531
William Blair Small-Mid Cap Growth CIT
36,967,060
17,827,600
William Blair Small-Mid Cap Growth Fund Class I
—
14,427,384
Vanguard FTSE Social Index Fund IS
5,551,649
601,029
Neuberger Berman Socially Responsive Fund Class R6
—
3,843,223
State Street Global All Cap Equity Ex-U.S. Index Fund Class K
1,118,160
1,657,052
State Street Russell Small/Mid Cap Index Fund Class C
4,509,375
2,270,182
State Street U.S. Bond Index Fund Class C
1,802,235
1,055,501
FIAM Blend Target Date Income Commingled Pool Class T
872,901
741,880
FIAM Blend Target Date 2005 Commingled Pool Class T
341,036
194,963
FIAM Blend Target Date 2010 Commingled Pool Class T
991,075
815,396
FIAM Blend Target Date 2015 Commingled Pool Class T
1,495,947
1,360,465
FIAM Blend Target Date 2020 Commingled Pool Class T
6,653,086
5,855,091
FIAM Blend Target Date 2025 Commingled Pool Class T
12,126,033
8,664,182
FIAM Blend Target Date 2030 Commingled Pool Class T
19,276,185
13,789,143
FIAM Blend Target Date 2035 Commingled Pool Class T
28,230,253
19,741,916
FIAM Blend Target Date 2040 Commingled Pool Class T
35,036,155
22,640,510
FIAM Blend Target Date 2045 Commingled Pool Class T
34,026,893
20,145,346
FIAM Blend Target Date 2050 Commingled Pool Class T
35,336,743
20,101,894
FIAM Blend Target Date 2055 Commingled Pool Class T
21,028,479
10,319,360
FIAM Blend Target Date 2060 Commingled Pool Class T
7,696,567
2,768,336
FIAM Blend Target Date 2065 Commingled Pool Class T
265,684
121
Fidelity Freedom K Income Fund
—
352,745
Fidelity Freedom K 2005 Fund
—
99,930
Fidelity Freedom K 2010 Fund
—
484,112
Fidelity Freedom K 2015 Fund
—
888,259
Fidelity Freedom K 2020 Fund
—
3,974,324
Fidelity Freedom K 2025 Fund
—
5,953,776
Fidelity Freedom K 2030 Fund
—
9,938,180
Fidelity Freedom K 2035 Fund
—
14,656,697
Fidelity Freedom K 2040 Fund
—
17,373,743
Fidelity Freedom K 2045 Fund
—
15,223,181
Fidelity Freedom K 2050 Fund
—
14,490,876
Fidelity Freedom K 2055 Fund
—
6,722,624
Fidelity Freedom K 2060 Fund
—
1,476,631
$
473,108,980
$
582,427,947
9
5. Fair Value
Investments measured at fair value on a recurring basis at December 31, 2020 and 2019 were:
2020
Level 1
Level 2
Level 3
Total
Mutual Funds
$
1,135,622,377
$
—
$
—
$
1,135,622,377
Company Stock
87,986,456
—
—
87,986,456
Common/Collective Trusts measured at net asset value as a practical expedient
—
—
—
2,162,898,409
$
1,223,608,833
$
—
$
—
$
3,386,507,242
2019
Level 1
Level 2
Level 3
Total
Mutual Funds
$
1,061,486,491
$
—
$
—
$
1,061,486,491
Company Stock
126,669,598
—
—
126,669,598
Common/Collective Trusts measured at net asset value as a practical expedient
—
—
—
1,801,967,220
$
1,188,156,089
$
—
$
—
$
2,990,123,309
6. Party-In-Interest Transactions
Certain investments are managed by the Trustee or certain of its affiliates. These investments qualify as exempt party-in-interest transactions under ERISA. Fees paid by the Plan for investment related services are included in net appreciation (depreciation) in fair value of investments in the statements of changes in net assets available for benefits.
One of the Plan's investment options invests exclusively in Company Stock. At December 31, 2020 and 2019, the Plan owned 1,410,670 and 1,563,391 shares of Company Stock, respectively, with corresponding fair values of $88.0 million and $126.7 million, respectively.
Additionally, participants who are active employees may borrow from their accounts and such loans qualify as exempt party-in-interest transactions under ERISA. These loans are recorded as notes receivable from participants in the statements of net assets available for benefits.
7. Plan Amendment or Termination
The Company or its delegate has the right to amend the Plan at any time. In addition, although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan, subject to the provisions of ERISA. In the event of Plan termination or the complete discontinuance of contributions by the Company under the Plan, the participants’ accounts will become fully vested in accordance with the terms of the Plan.
8. Tax Status
The Plan is a retirement plan that is designed to satisfy the qualification requirements under Section 401(a) of the Code and therefore, is not subject to tax under present income tax regulations. The Internal Revenue Service, or IRS, has determined and informed the Company by letter dated November 20, 2015, that the terms of the Plan and related trust comply with applicable sections of the Code. Although the Plan has been amended since receiving the determination letter, the Plan administrator and the Plan’s counsel believe that the Plan is designed and is currently being operated in compliance with the applicable requirements of the Code.
U.S. GAAP requires the Plan's management to evaluate tax positions taken by the Plan and recognize a tax liability or asset if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination by the IRS. The Plan's management has analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 2020, there were no uncertain positions taken or expected to be taken that would require recognition of a liability or asset or disclosure in the Plan’s financial statements. The Plan is subject to routine examination by various taxing jurisdictions. Currently, there are no open examinations for any period.
10
9. Delinquent Participant Contributions
In 2020, one participating company failed to remit $1,703 of employee contributions and loan repayments to the Plan in a timely manner and in 2019, two participating companies failed to remit $7,980 of employee contributions to the Plan in a timely manner. These amounts were subsequently remitted to the Plan. The Trustee computed the applicable earnings to the participants and the participating company subsequently remitted these earnings to the Plan.
10. Subsequent Events
The Committee evaluated events subsequent to the date of the statement of net assets available for benefits and determined there have not been any other events that have occurred that would require adjustment to or disclosure in the financial statements.
11
OMNICOM GROUP RETIREMENT SAVINGS PLAN
Schedule H, Line 4i - Schedule of Assets (Held at End of Year)
December 31, 2020
EIN: 13-1514814
Plan No. 004
(a)
(b)
(c)
(d)
(e)
Identity of issue, borrower, lessor or similar party
Description of investment, including maturity date, rate of interest, collateral, par or maturity value
Shares
Cost
Current value
*
Omnicom Group Inc. Common Stock
Common Stock $0.15 par value
1,410,670
a
$
87,986,456
*
Fidelity Managed Income Portfolio II
Common/Collective Trust
280,395,821
a
280,395,821
*
Fidelity Managed Income Portfolio Class 1
Common/Collective Trust
149,214
a
149,214
*
Fidelity 500 Index Fund IPR
Mutual Fund
3,384,945
a
440,618,256
*
Fidelity Contrafund Pool
Common/Collective Trust
15,116,787
a
407,548,587
*
Fidelity Diversified International Pool
Common/Collective Trust
10,404,230
a
178,848,712
AB Discovery Value Fund Class Z
Mutual Fund
5,887,488
a
118,868,375
PIMCO Total Return Fund Institutional Class
Mutual Fund
14,841,910
a
157,324,244
T. Rowe Price Institutional Large Cap Value Fund
Mutual Fund
5,955,670
a
140,672,924
T. Rowe Price Institutional Large Cap Core Growth Fund
Mutual Fund
3,729,362
a
243,079,810
William Blair Small-Mid Cap Growth CIT
Common/Collective Trust
4,003,290
a
152,285,151
Vanguard FTSE Social Index Fund IS
Mutual Fund
1,319,495
a
34,900,638
State Street Global All Cap Equity Ex-U.S. Index Fund Class K
Common/Collective Trust
783,068
a
11,099,207
State Street Russell Small/Mid Cap Index Fund Class C
Common/Collective Trust
329,330
a
19,975,825
State Street U.S. Bond Index Fund Class C
Common/Collective Trust
1,954,420
a
32,097,441
*
FIAM Blend Target Date Income Commingled Pool Class T
Common/Collective Trust
652,581
a
10,715,385
*
FIAM Blend Target Date 2005 Commingled Pool Class T
Common/Collective Trust
205,713
a
3,692,551
*
FIAM Blend Target Date 2010 Commingled Pool Class T
Common/Collective Trust
508,909
a
10,147,638
*
FIAM Blend Target Date 2015 Commingled Pool Class T
Common/Collective Trust
664,577
a
13,796,609
*
FIAM Blend Target Date 2020 Commingled Pool Class T
Common/Collective Trust
2,633,469
a
54,960,501
*
FIAM Blend Target Date 2025 Commingled Pool Class T
Common/Collective Trust
4,289,532
a
94,841,563
*
FIAM Blend Target Date 2030 Commingled Pool Class T
Common/Collective Trust
6,495,483
a
145,693,690
*
FIAM Blend Target Date 2035 Commingled Pool Class T
Common/Collective Trust
8,025,739
a
191,734,907
*
FIAM Blend Target Date 2040 Commingled Pool Class T
Common/Collective Trust
9,249,805
a
220,885,343
*
FIAM Blend Target Date 2045 Commingled Pool Class T
Common/Collective Trust
8,881,773
a
213,073,739
*
FIAM Blend Target Date 2050 Commingled Pool Class T
Common/Collective Trust
9,370,963
a
221,623,270
*
FIAM Blend Target Date 2055 Commingled Pool Class T
Common/Collective Trust
5,126,718
a
130,013,566
*
FIAM Blend Target Date 2060 Commingled Pool Class T
Common/Collective Trust
2,813,885
a
47,807,909
*
FIAM Blend Target Date 2065 Commingled Pool Class T
Common/Collective Trust
154,532
a
2,056,815
*
Fidelity Government Money Market Fund
Mutual Fund
158,130
a
158,130
*
Notes receivable from participants
Participant Loans**
—
21,695,784
$
3,688,748,061
* Represents a party-in-interest as defined by ERISA.
** Maturity dates through May 2042. Interest rates range from 3.25% to 8.25%.
a - The cost of participant-directed investments is not required to be disclosed.
See report of independent registered public accounting firm.
12
OMNICOM GROUP RETIREMENT SAVINGS PLAN
Schedule H, Line 4a - Schedule of Delinquent Contributions
For The Year Ended December 31, 2020
EIN: 13-1514814
Plan No. 004
Total that Constitutes Non-Exempt Prohibited Transactions
Participant Contributions and Loan Repayments Transferred Late to the Plan
Contributions Not Corrected
Contributions Corrected Outside VFCP
Contributions Pending Correction In VFCP
Total Fully Corrected Under VFCP and PTE (Prohibited Transaction Exemption)
$
1,703
$
—
$
1,703
$
—
$
—
In 2020, one participating company failed to remit $1,703 of employee contributions and loan repayments to the Plan in a timely manner. This amount was subsequently remitted to the Plan. The Trustee computed the applicable earnings to the participants and the participating company subsequently remitted these earnings to the Plan.
See report of independent registered public accounting firm.
13
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Administrative Committee of the Plan has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
