Omnicom Group (OMC) 10-K risk factor changes: FY2019 vs FY2018

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

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

[removed: Clients] [added: Clients] periodically review and change their advertising, marketing and corporate communications requirements and relationships.

If we are unable to remain competitive or retain key clients, our business, results of operations and financial position may be adversely [removed: affected.][added: affected.]

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

[removed: Our] [added: In 2019, our] 100 largest clients [removed: represent] [added: represented] approximately 51% of our revenue.

[removed: A significant reduction in spending on our services by our largest clients, or the loss of several of our largest clients, if not] replaced by new clients or an increase in business from existing clients, would adversely affect our revenue and could have a material adverse effect on our business, results of operations and financial position.

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

[removed: Currency] [added: Currency] exchange rate fluctuations could impact our business, results of operations and financial [removed: position.][added: position.]

[removed: Our] [added: In 2019, our] international operations [removed: represent] [added: represented] approximately [removed: 48%] [added: 46%] of our [removed: 2018] revenue.

[removed: We] [added: We] rely extensively on information technology systems and cybersecurity incidents could adversely affect [removed: us.][added: us.]

[removed: Government] [added: Government] regulation and consumer advocates may limit the scope and content of our services, which could affect our ability to meet our clients’ needs, which could have a material adverse effect on our business, results of operations and financial [removed: position.][added: position.]

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

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

[removed: In June 2016, voters in] [added: On January 31, 2020,] the U.K. [removed: elected to withdraw] [added: withdrew] from the European Union, or E.U. (commonly referred to as “Brexit”).

The uncertainties related to [added: the effects of] Brexit have cross-border operational, financial and tax implications, among others, and any economic volatility that may arise in the U.K., the E.U. or elsewhere may adversely affect our business.

[removed: We] [added: We] may be unsuccessful in evaluating material risks involved in completed and future [removed: acquisitions.][added: acquisitions.]

As part of the process, we conduct business, legal and financial due diligence [removed: with the goal of identifying] [added: to identify] and [removed: evaluating] [added: evaluate] material risks involved in any particular transaction.

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

As discussed in Note 2 to the consolidated financial statements, we review the carrying value of goodwill for impairment annually at [removed: the end of the second quarter of the year] [added: June 30] and whenever events or circumstances indicate the carrying value may not be recoverable.

[removed: We] [added: We] could be affected by future laws or regulations enacted in response to climate change concerns and other [removed: actions.][added: actions.]

A significant reduction in spending on our services by our largest clients, or the loss of several of our largest clients, if not

In addition, we conduct business in numerous

Following its withdrawal, the U.K. will enter negotiations with the E.U. regarding trade and other relationships during a transition period until December 31, 2020.

Unless the E.U. agrees to an extension, the U.K. is scheduled to exit the E.U. on March, 29, 2019, and it is possible that the U.K. may exit without an agreement in place.

[removed: EXECUTIVE SUMMARY][added: EXECUTIVE SUMMARY]

In [removed: 2018,] [added: 2019,] our largest client represented 3.0% of revenue and our 100 largest clients, which represent many of the world's major marketers, [removed: comprised] [added: represented] approximately 51% of revenue.

Our clients operate in virtually every sector of the global economy with no one industry [removed: comprising] [added: representing] more than 14% of our revenue in [removed: 2018.][added: 2019.]

As described in more detail below, in [removed: 2018,] [added: 2019,] revenue [removed: increased $16.6] [added: decreased $336.5] million, or [removed: 0.1%,] [added: 2.2%,] compared to [removed: 2017.][added: 2018.]

Changes in foreign exchange rates [removed: increased] [added: reduced] revenue [removed: $85.1] [added: $315.9] million, or [removed: 0.6%,] [added: 2.1%,] acquisition revenue, net of disposition revenue, reduced revenue [removed: $326.6] [added: $445.1] million, or [removed: 2.1%,] [added: 2.9%,] reflecting the disposition of certain non-strategic businesses, and organic growth increased revenue [removed: $404.2] [added: $424.5] million, or [removed: 2.6%.][added: 2.8%.]

Typically, these events do not have a [removed: significant] [added: material] impact on our revenue in any period.

The [added: political,] economic and fiscal issues facing the countries we operate in can cause economic uncertainty and volatility; however, the impact on our business varies by country.

As clients increase their demands for marketing effectiveness and efficiency, they [removed: have made it a practice] [added: continue] to consolidate their business within one [added: or a small number of] service [removed: provider] [added: providers] in the pursuit of a single engagement covering all consumer touch points.

We believe that our key client matrix organization structure approach to collaboration and integration of our services and solutions [removed: have provided] [added: provides] a competitive advantage to our business in the past and we expect this to continue over the medium and long term.

In the near term, barring unforeseen events and excluding the impact of changes in foreign exchange rates, because of continued improvement in operating performance by many of our agencies and new business activities, we expect our organic revenue to increase modestly for [removed: 2019] [added: 2020] and over the long term to be in excess of the weighted average nominal GDP growth in our major markets.

Changes in foreign exchange rates [removed: increased] [added: reduced] revenue [removed: 0.6%,] [added: 2.1%,] acquisition revenue, net of disposition revenue, reduced revenue [removed: 2.1%,] [added: 2.9%,] and organic growth increased revenue [removed: 2.6%.][added: 2.8%.]

Across our principal regional markets, the changes in revenue were: North America [removed: decreased 2.8%, Europe] increased [removed: 6.0%,] [added: 0.4%, Europe decreased 6.1%,] Asia-Pacific [removed: increased] [added: decreased] 3.6% and Latin America decreased [removed: 7.5%.][added: 11.8%.]

Organic revenue growth in the United States was led by our CRM Consumer Experience, healthcare, advertising and media and public relations businesses, and was partially offset by a decrease in our CRM Execution & [removed: Support discipline.]

[removed: The revenue increase in Europe resulted from strong] [added: In Europe, modest] organic [removed: revenue] [added: growth] in the region, [removed: particularly in France, Spain and the Czech Republic, modest organic revenue growth] [added: especially] in the [removed: U.K.,] [added: U.K.] and [added: Spain, was offset by] the [removed: strengthening] [added: weakening] of [removed: the Euro and] [added: substantially all currencies in] the [removed: British Pound] [added: region] against the U.S. [removed: Dollar in the first half of the year, which was partially offset by] [added: Dollar,] disposition activity and negative performance in [removed: Germany.][added: France.]

In Asia-Pacific, organic growth in most countries in the region, especially [removed: Australia, China,] [added: Japan,] New Zealand and India, was [removed: partially] offset by [added: the weakening of most currencies in the region against the U.S. Dollar,] disposition [removed: activity.][added: activity and negative performance in China, which faced a difficult comparison due to strong organic growth in 2018.]

The change in revenue in [removed: 2018] [added: 2019,] compared to [removed: 2017,] [added: 2018,] in our [removed: four] fundamental disciplines was: Advertising increased [removed: 1.3%,] [added: 2.1%,] CRM Consumer Experience [removed: increased 0.2%,] [added: decreased 0.7%,] CRM Execution & Support decreased [removed: 11.0%,] [added: 28.0%,] Public Relations [removed: increased 1.7%] [added: decreased 3.9%] and Healthcare increased [removed: 12.7%.][added: 9.4%.]

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

Operating expenses, which include the net gain from the disposition of subsidiaries and the repositioning charges, as described [removed: above (see Note 13 to the consolidated financial statements),] [added: above,] decreased $33.1 million, in 2018 compared to 2017.

Occupancy and other costs, which are less directly linked to changes in revenue than salary and service costs, [removed: increased $68.8] [added: decreased $87.8] million, or [removed: 5.5%,] [added: 6.7%,] in [removed: 2018] [added: 2019] compared to [removed: 2017.][added: 2018 due to our disposition activity in 2019 and 2018 the office lease termination and consolidation charge of $73.5 million recorded in 2018 that did not affect 2019.]

The net [added: decrease in operating expenses of $29.0 million in 2018 related to the net] gain on disposition of subsidiaries [removed: and] [added: partially offset by the charges for the] repositioning [removed: expenses,] [added: actions,] increased [added: both] operating [removed: profit] [added: margin] and [removed: operating] [added: EBITA] margin [removed: year-over year] [added: for 2018] by [removed: $29.0 million and 0.2%, respectively.][added: 0.2%.]

[removed: Additionally, income tax expense for] [added: Further, in] 2018 [removed: reflects the following: a reduction of approximately $19 million, primarily as a result of the successful resolution of foreign tax claims, a reduction of $25.0 million related to the net income tax effect of the net gain on disposition of subsidiaries and repositioning actions (see Note 13 to the consolidated financial statements) and] [added: we recorded] additional income tax expense of $28.9 [removed: million,] [added: million] reflecting the finalization of the provisional estimate of the effect of the Tax Act recorded in [removed: the fourth quarter of] 2017 (see Note 11 to the consolidated financial statements).

Net income - Omnicom Group Inc. in [removed: 2018] [added: 2019] increased, due to the factors described above, [removed: $238.0] [added: $12.7] million, or [removed: 21.9%,] [added: 1.0%,] to [removed: $1,326.4] [added: $1,339.1] million from [removed: $1,088.4] [added: $1,326.4] million in [removed: 2017.][added: 2018.]

The net gain on disposition of subsidiaries and repositioning [removed: actions,] [added: charges,] after the allocable share of $6.9 million to noncontrolling interests, and the additional income tax expense from the finalization of the provisional estimate of the effect of the Tax Act, increased net income - Omnicom Group Inc. $18.2 million.

Diluted net income per share - Omnicom Group Inc. increased [removed: 25.4%] [added: 3.9%] to [removed: $5.83] [added: $6.06] in [removed: 2018,] [added: 2019,] compared to [removed: $4.65] [added: $5.83] in [removed: 2017,] [added: 2018,] due to the factors described above, as well as the impact of the reduction in our weighted average common shares outstanding resulting from repurchases of our common stock, net of shares issued for restricted stock awards, stock option exercises and the employee stock purchase plan.

The net gain on disposition of subsidiaries and repositioning [removed: actions] [added: charges] net of the additional income tax expense from the finalization of the provisional estimate of the effect of the Tax Act, increased diluted net income per share - Omnicom Group Inc. $0.08.

[removed: CRITICAL] [added: CRITICAL] ACCOUNTING [removed: POLICIES][added: POLICIES]

[removed: Estimates][added: Estimates]

We use a fair value approach in testing goodwill for impairment and when evaluating our equity method [removed: and cost method] investments to determine if an other-than-temporary impairment has occurred.

[removed: Acquisitions] [added: Acquisitions] and [removed: Goodwill][added: Goodwill]

We evaluate goodwill for impairment at least annually at [removed: the end of the second quarter of the year] [added: June 30] and whenever events or circumstances indicate the carrying value may not be recoverable.

Under FASB ASC Topic 350, [removed: Intangibles] [added: *Intangibles] - Goodwill and [removed: Other,] [added: Other*,] we have the option of either assessing qualitative factors to determine whether it is more-likely-than-not that the carrying value of our reporting units exceeds their respective fair value or proceeding directly to the goodwill impairment test.

We identified our regional reporting units as components of our operating segments, which are our five [removed: global] agency networks.

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

[removed: They] [added: The regional reporting units] report to the segment managers and facilitate the administrative and logistical requirements of our [removed: key client matrix organization structure] [added: client-centric strategy] for delivering services to clients in their regions.

We have concluded [removed: that] [added: that,] for each of our operating segments, their regional reporting units [removed: have] [added: had] similar economic characteristics and should be aggregated for purposes of testing goodwill for impairment at the operating segment level.

Our conclusion was based on a detailed analysis of the aggregation criteria set forth in FASB ASC Topic 280, [removed: Segment Reporting,] [added: *Segment Reporting*,] and in FASB ASC Topic 350.

[removed: Goodwill] [added: Goodwill] Impairment Review - Estimates and [removed: Assumptions][added: Assumptions]

We use the following valuation methodologies to determine the fair value of our reporting units: (1) the income approach, which utilizes discounted expected future cash flows, (2) comparative market participant multiples for EBITDA (earnings before interest, taxes, depreciation and [removed: amortization),] [added: amortization)] and (3) when available, consideration of recent and similar acquisition transactions.

The assumptions used for the long-term growth rate and WACC in our evaluations as of June 30, [removed: 2018] [added: 2019] and [removed: 2017] [added: 2018] were:

| | [removed: 2018] | | [removed: 2017] [added: 2018] | [added: | | | | | 2017 | | | | | | | | |]

In 2019, improved organic growth in our advertising and media, CRM Consumer Experience and healthcare businesses in North America was partially offset by negative performance and divestitures primarily in our CRM Execution & Support disciplines.

In Europe, while mixed by market and discipline, modest organic growth primarily driven by our advertising and media businesses was offset by the disposition of Sellbytel, our European-based outsourced sales, service and support company, in the third quarter of 2018, the negative impact of changes in foreign exchange rates and negative performance in our CRM Consumer Experience businesses.

The economic and political conditions in the E.U., including the effects of Brexit, remain uncertain and could negatively impact our businesses in the region.

In Latin America, continued unstable economic and political conditions in Brazil contributed to our weak performance in the region, and the negative impacts of foreign currency exchange rates and disposition activity combined to offset modest organic growth in other countries in the region, including Chile and Mexico.

In Asia-Pacific, organic growth in most countries was offset by the negative impact of changes in foreign exchange rates and negative performance in China, which faced a difficult comparison due to strong organic growth in 2018.

Given the recent events in China and the related precautions being taken to reduce the risk of a contagion, we are uncertain of the impact these events may have on our businesses in China as well as the possibility that similar precautions and other actions could extend outside the mainland.

In the first quarter of 2019, we disposed of certain businesses, primarily in our CRM Execution & Support discipline.

In 2019, our revenue decreased 2.2% compared to 2018.

In Latin America, the weakening of currencies in the region against the U.S. Dollar and negative performance and disposition activity in Brazil offset modest organic growth in Chile and Mexico.

Operating expenses in 2019 decreased $325.3 million, or 2.5%, year-over-year, primarily as a result of our disposition activity in 2019 and 2018, and the weakening of substantially all foreign currencies against the U.S. Dollar.

Operating expenses in 2018 also included a net reduction of $29.0 million, recorded in the third quarter of 2018, comprised of a $178.4 million reduction related to the net gain on disposition of subsidiaries, partially offset by an increase in operating expenses of $149.4 million related to charges incurred for repositioning actions, which included $73.7 million in salary and service costs for incremental severance and $73.5 million in occupancy and other costs for office lease termination and consolidation.

Salary and service costs, which tend to fluctuate with changes in revenue, decreased $333.9 million, or 3.0%, in 2019 compared to 2018 due to our disposition activity in 2019 and 2018, as well as the incremental severance charge of $73.7 million recorded in the third quarter of 2018 that did not affect 2019.

Occupancy and other costs, which are less directly linked to changes in revenue than salary and service costs, decreased $87.8 million, or 6.7%, in 2019 compared to 2018 due to our disposition activity in 2019 and 2018, as well as the office lease termination and consolidation charge of $73.5 million recorded in the third quarter of 2018 that did not affect 2019.

Operating margin increased 0.2% period-over-period and earnings before interest, taxes and amortization of intangible assets, or EBITA, margin increased 0.2% period-over-period.

The year-over-year increase in margins primarily reflects a change in the mix of our business during the current period, including the positive effects following the disposition of underperforming businesses in the current and prior year and our repositioning activity in the third quarter of 2018, as well as our ongoing efforts to manage our cost structure and increase the efficiency of the operations of our agencies.

Interest expense on debt decreased $14.7 million to $227.2 million, primarily reflecting a reduction in interest expense from refinancing activity in the third quarter of 2019 at lower interest rates including the retirement of our $500 million 6.25% Senior Notes due 2019, or 2019 Notes, at maturity and the settlement of the outstanding fixed-to-floating interest rate swaps, partially offset by a loss on the partial redemption of $400 million of our $1 billion 4.45% Senior Notes due 2020, or 2020 Notes, and the issuance of €500 million 0.80% Senior Notes due July 8, 2027 and €500 million 1.40% Senior Notes due July 8, 2031, collectively the Euro Notes (see Note 7 to the consolidated financial statements).

Our effective tax rate for 2019 increased slightly year-over-year to 26.0% from 25.6%.

The effective tax rate for 2018 reflects the impact of a lower tax rate on the net gain on disposition of subsidiaries, substantially offset by an increase in income tax expense for an adjustment to the provisional amounts related to the Tax Act.

| | | | 2019 | | | | | | 2018 | | |

Effective January 1, 2018, we adopted ASC 606.

We recognize revenue from contracts with customers that are based on statements of work that are typically separately negotiated with the clients by our individual agencies, including agency networks, and our agencies execute tens of thousands of contracts per year.

and healthcare advertising.

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| | | | 2019 | | | | | | 2018 | | | | | | | | |

| Cost of services | | | 12,194.0 | | | | | | 12,437.3 | | | | | | | | |

| | | | 12,831.4 | | | | | | 13,156.7 | | | | | | | | |

| Operating Margin - % | | | 14.2 | | % | | | | 14.0 | | % | | | | | | |

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

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

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

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

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

| Interest Income | | | 60.3 | | | | | | 57.2 | | | | | | | | |

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

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

| Net Income | | | 1,435.9 | | | | | | 1,440.5 | | | | | | | | |

Our 2018 results include the effect of the net gain on disposition of subsidiaries of $178.4 million and repositioning charges of $149.4 million, after the allocation of $6.9 million to noncontrolling interests, and the additional income expense of $3.9 million from the finalization of the provisional estimate of the effect of the Tax Act, substantially offset by the impact of a lower tax rate on the net gain on disposition of subsidiaries.

The following discussion of our results of operations compares 2019 to 2018 as reported and adjusted for the effects of these transactions.

See page 18 for the reconciliation of the adjusted 2018 amounts and Note 13 to the consolidated financial statements.

In addition, the impact of the adoption of ASC 606 (see Note 1 to the consolidated financial statements) reduced revenue by $146.1 million, or 1.0%.

In 2018, our agencies in North America continued their modest growth with uneven performance across our service disciplines.

In Europe, while mixed by country, most of our businesses had strong growth, however, the continuing uncertain economic and political conditions in the E.U., have been complicated by the status of Brexit.

In Brazil, unstable economic and political conditions contributed to the continuing volatility in the market.

Most of our businesses in Asia-Pacific had positive growth consistent with recent periods.

In addition, in 2018, we completed the process of forming practice areas within our global network structure to bring together agencies operating in common disciplines.

This action leverages existing resources and, in close coordination with our key client matrix organization, enhances the development of custom client solutions.

During the third quarter of 2018, we disposed of certain businesses, primarily in our CRM Execution & Support discipline, and recorded a net gain of $178.4 million primarily related to the sale of Sellbytel, our European-based outsourced sales, service and support company.

Also, during the third quarter, we took certain repositioning actions in an effort to continue to improve our strategic position and achieve operating efficiencies, and we recorded charges of $149.4 million for incremental severance, office lease consolidation and termination, asset write-offs, and other charges.

We expect the reduction to our earnings for the disposition activity to be substantially offset by savings achieved from the operating efficiencies and cost reductions, as well as any incremental earnings from new acquisition activity, and we expect a net reduction to revenue of approximately 3% to 3.5% in the first half of 2019 and 2.5% for the full year.

In 2018, our revenue increased 0.1% compared to 2017.

In North America, modest growth in the United States was offset by a decrease in revenue primarily resulting from the impact of the adoption of ASC 606, the disposition of our specialty print media business in the second quarter of 2017 and negative performance in Canada.

The decrease in revenue in Latin America was primarily a result of the weakening of the Brazilian Real against the U.S. Dollar.

Salary and service costs, which tend to fluctuate with changes in revenue, increased $78.9 million, or 0.7%, in 2018 compared to 2017.

The year-over-year increase primarily reflects the incremental severance and other charges of $73.7 million incurred in connection with the repositioning actions taken in the third quarter of 2018.

The year-over-year change reflects a decrease of $4.7 million, which was offset by $73.5 million of repositioning charges primarily related to office lease consolidation and termination actions taken in the third quarter of 2018.

Operating margin increased year-over-year to 14.0% from 13.6% and EBITA margin increased year-over-year to 14.6% from 14.4%.

Net interest expense increased $10.3 million to $209.2 million in 2018 compared to 2017.

Interest expense on debt increased $17.4 million to $241.9 million in 2018.

Interest income in 2018 increased $7.5 million, compared to the prior year.

Our effective tax rate for 2018, decreased period-over-period to 25.6% from 36.9% in 2017.

The decrease was primarily attributable to the reduction of the U.S. federal statutory income tax rate to 21% from 35% resulting from the Tax Act which was enacted in December 2017.

Business combinations are accounted for using the acquisition method.

The assets acquired, including identified intangible assets, liabilities assumed and any noncontrolling interest in the acquired business are recorded at their acquisition date fair values.

In circumstances where control is obtained and less than 100% of a business is acquired, goodwill is recorded as if 100%

were acquired.

Acquisition-related costs, including advisory, legal, accounting, valuation and other costs are expensed as incurred.

Certain acquisitions include an initial payment at closing and provide for future additional contingent purchase price payments (earn-outs), which are recorded as a liability at the acquisition date fair value.

Subsequent changes in the fair value of the liability are recorded in results of operations.

The results of operations of acquired businesses are included in results of operations from the acquisition date.

In 2018, we completed six acquisitions of new subsidiaries.

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| | June 30, | | |

Effective January 1, 2018, we adopted ASC 606 (see Note 1 to the consolidated financial statements).

As described below, in accordance with ASC 606 we changed certain aspects of our revenue recognition accounting policy.

Performance Obligations

Revenue Recognition Methods

Principal vs. Agent

We manage our exposure to foreign [removed: currency] exchange [removed: rate risk] and interest rate risk through various strategies, including the use of derivative financial instruments.

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

We [added: may] use interest rate swaps to manage our interest expense and structure our long-term debt portfolio to achieve a mix of fixed rate and floating rate debt.

We periodically determine the potential loss from market risk on our derivatives by performing a [removed: value-at-risk,] [added: value-at-risk analysis,] or [removed: VaR, analysis.][added: VaR.]

VaR is a statistical model that uses historical currency exchange [removed: and interest] rate data to measure the potential impact on future earnings of our derivative financial instruments assuming normal market conditions.

[removed: Based on the results of the model, we estimate with] 95% confidence a maximum one-day change in the net fair value of our derivative financial instruments at December 31, [removed: 2018] [added: 2019] was not significant.

[removed: Foreign] [added: Foreign] Currency Exchange [removed: Risk][added: Risk]

[removed: Our] [added: In 2019, our] international operations [removed: represent] [added: represented] approximately [removed: 48%] [added: 46%] of our revenue.

[removed: While our] [added: We operate in all] major international markets [removed: include] [added: including] the Euro Zone, the U.K., Australia, Brazil, Canada, China and [removed: Japan, our agencies transact business in more than 50 different currencies.][added: Japan.]

As an integral part of our global treasury operations, we centralize our cash and use multicurrency [removed: pools, and to a lesser extent forward foreign exchange contracts,] [added: pools] to manage the foreign currency exchange risk that arises from imbalances between subsidiaries and their respective treasury centers from which they borrow or invest funds.

[removed: At December 31, 2018, there were no outstanding forward foreign exchange contracts and] [added: To manage this risk,] at December 31, [removed: 2017,] [added: 2019 and 2018,] we had outstanding forward foreign exchange contracts with an aggregate notional amount of [removed: $92.8 million.][added: $284.2 million and $86.1 million, respectively.]

[removed: The] [added: At December 31, 2019 and 2018, the] net fair value of the forward foreign contracts [removed: at December 31, 2018 and 2017] was [removed: a current liability of $0.1 million and a current asset of $0.9 million, respectively.][added: not material (see Note 20 to the consolidated financial statements).]

Foreign currency derivatives are designated as economic hedges; therefore, any gain or loss in fair value incurred on those instruments is generally offset by decreases or increases in the fair value of the underlying [removed: exposures.][added: exposure.]

By using these financial instruments, we [removed: reduced] [added: reduce] financial risk of adverse foreign exchange changes by foregoing any gain which might [removed: have occurred] [added: occur] if the markets [removed: moved] [added: move] favorably.

[removed: Interest] [added: Interest] Rate [removed: Risk][added: Risk]

We [added: may] use interest rate swaps to manage our interest cost and structure our long-term debt portfolio to achieve a mix of fixed rate and floating rate debt.

[removed: Credit Risk][added: Credit Risk]

Due to the diversified nature of our client base, we do not believe that we are exposed to a concentration of credit risk as our largest client represented 3.0% of revenue in [removed: 2018.][added: 2019.]

Based on the results of the model, we estimate with

Our agencies transact business in more than 50 different currencies.

In August 2019, we settled the outstanding fixed-to-floating interest rate swaps (see Note 7 to the consolidated financial statements).

As a result of the settlement, our long-term debt portfolio consists entirely of fixed rate debt.

To manage that risk, we had outstanding forward foreign exchange contracts with an aggregate notional amount of $86.1 million and $136.3 million at December 31, 2018 and 2017, respectively.

Based on market conditions, we may terminate the swaps to reduce our exposure to rising interest rates or to monetize any gain and lock in a reduction in interest expense.

Gains or losses on termination will be amortized to interest expense over the term of the underlying debt.

At December 31, 2018, the total notional amount of the outstanding fixed-to-floating interest rate swaps was $1.25 billion.

The interest rate swaps have the economic effect of converting our long-term debt portfolio to approximately 75% fixed rate obligations and 25% floating rate obligations.

A discussion of our interest rate swaps is included in Note 7 to the consolidated financial statements.

[removed: Our Business][added: Our Business]

CRM [removed: Consumer Experience includes Omnicom’s Precision Marketing Group and digital/direct agencies, as well as our branding, shopper marketing and experiential marketing agencies and CRM] Execution & Support includes field marketing, sales support, merchandising and point of sale, as well as other specialized marketing and custom communications services.

[removed: A comprehensive listing of our] [added: Our] service offerings [removed: includes:][added: include:]

| advertising | | [added: | | | |] investor relations | [added: | |]

| branding | | [added: | | | |] marketing research | [added: | |]

| content marketing | | [added: | | | |] media planning and buying | [added: | |]

| corporate social responsibility consulting | | [added: | | | |] merchandising and point of sale | [added: | |]

| crisis communications | | [added: | | | |] mobile marketing | [added: | |]

| custom publishing | | [added: | | | |] multi-cultural marketing | [added: | |]

| data analytics | | [added: | | | |] non-profit marketing | [added: | |]

| database management | | [added: | | | |] organizational communications | [added: | |]

| digital/direct marketing | | [added: | | | |] package design | [added: | |]

| digital transformation | | [added: | | | |] product placement | [added: | |]

| entertainment marketing | | [added: | | | |] promotional marketing | [added: | |]

| experiential marketing | | [added: | | | |] public affairs | [added: | |]

| field marketing | | [added: | | | |] public relations | [added: | |]

| financial/corporate business-to-business advertising | | [added: | | | |] retail marketing | [added: | |]

| graphic arts/digital imaging | | [added: | | | |] sales support | [added: | |]

| healthcare marketing and communications | | [added: | | | |] search engine marketing | [added: | |]

| instore design | | [added: | | | |] shopper marketing | [added: | |]

| interactive marketing | | [added: | | | |] social media marketing | [added: | |]

| | | [added: | | | |] sports and event marketing | [added: | |]

As clients increase their demands for marketing effectiveness and efficiency, they [removed: have made it a practice] [added: continue] to consolidate their business within one [added: or a small number of] service [removed: provider] [added: providers] in the pursuit of a single engagement covering all consumer touch points.

We have structured our business around [removed: this trend.][added: these trends.]

We believe that our key client matrix organization structure approach to collaboration and integration of our services and solutions [removed: has provided] [added: provides] a competitive advantage to our business in the past and we expect this to continue over the medium and long term.

The various components of our business, including revenue by discipline and geographic area, and material factors that affected us in [removed: 2018] [added: 2019] are discussed in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” or MD&A, of this report.

None of our acquisitions or dispositions, individually or in the aggregate, [removed: in the three-year period ended December 31, 2018] was material to our results of operations or financial [removed: position.][added: position in the three years ended December 31, 2019.]

[removed: Our Clients][added: Our Clients]

For example, in [removed: 2018] [added: 2019] our largest client represented 3.0% of revenue and was served by more than [removed: 225] [added: 210] of our [added: agencies and our 100 largest clients, which represent many of the world's major marketers, represented approximately 51% of revenue and were each served, on average, by more than 60 of our] agencies.

[removed: Our Employees][added: Our Employees]

At December 31, [removed: 2018,] [added: 2019,] we employed approximately [removed: 70,400] [added: 70,000] people worldwide.

Common to all is the ability to understand a client’s brand or product and [removed: their] [added: its] selling proposition and to develop a unique message to communicate the value of the brand or product to the client’s target audience, whether through traditional channels or emerging digital platforms.

At January [removed: 31, 2019,] [added: 30, 2020,] our executive officers were:

| [removed: Name] [added: Name] | [removed: Position] | [removed: Age] | [added: Position | | | Age | | |]

| John D. Wren | [added: | |] Chairman of the Board and Chief Executive Officer | [removed: 66] | [added: | 67 | | |]

| Philip J. Angelastro | [added: | |] Executive Vice President and Chief Financial Officer | [removed: 54] | [added: | 55 | | |]

| Michael J. O’Brien | [added: | |] Senior Vice President, General Counsel and Secretary | [removed: 57] | [added: | 58 | | |]

| Andrew L. Castellaneta | [added: | |] Senior Vice President, Chief Accounting Officer | [removed: 60] | [added: | 61 | | |]

| Peter L. Swiecicki | [added: | |] Senior Vice President, Finance and Controller | [removed: 60] | [added: | 61 | | |]

| Jonathan B. Nelson | [added: | |] CEO, Omnicom Digital | [removed: 51] | [added: | 52 | | |]

Omnicom is a strategic holding company providing advertising, marketing and corporate communications services to clients through our branded networks and agencies around the world.

CRM Consumer Experience includes Omnicom’s Precision Marketing Group and digital/direct agencies, as well as our branding, shopper marketing and experiential marketing agencies.

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Certain business trends have positively impacted our business and industry.

These trends include clients increasingly expanding the focus of their brand strategies from national markets to pan-regional and global markets and integrating traditional and non-traditional marketing channels, as well as utilizing new communications technologies and emerging digital platforms.

Information About Our Executive Officers

| | | | | | | | | |

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| Rochelle M. Tarlowe | | | Senior Vice President and Treasurer | | | 49 | | |

Omnicom is a strategic holding company and a leading global provider of advertising, marketing and corporate communications services.

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| | | |

In addition, in 2018, we substantially completed the process of forming practice areas within our global network structure to bring together agencies operating in common disciplines.

This action leverages existing resources and, in close coordination with our key client matrix organization, enhances the development of custom client solutions.

Our 100 largest clients, which represent many of the world's major marketers, comprised approximately 51% of revenue and were each served, on average, by more than 60 of our agencies.

Executive Officers of the Registrant

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| | | |

We do not [removed: presently] expect that these proceedings will have a material adverse effect on our results of operations or financial position.

In December 2016, two of our subsidiaries received subpoenas from the U.S. Department of Justice Antitrust Division concerning its ongoing investigation of video production and post-production practices in the advertising industry.

In November 2018, the Company received confirmation that the investigation of the Company's subsidiaries had been closed without any action taken against the Company, its subsidiaries or employees.

[removed: FORM 10-K][added: FORM 10-K]

[added: ☑] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR [added: THE] FISCAL YEAR ENDED DECEMBER 31, [removed: 2018][added: 2019]

[removed: OMNICOM] [added: OMNICOM] GROUP [removed: INC.][added: INC.]

| New York | | [added: | | | |] 13-1514814 | [added: | |]

| (State or other jurisdiction of incorporation or organization) | | [added: | | | |] (I.R.S. Employer Identification No.) | [added: | |]

| 437 Madison Avenue, New York, NY | | [added: | | | |] 10022 | [added: | |]

| (Address of principal executive offices) | | [added: | | | |] (Zip Code) | [added: | |]

| Title of each class | | [added: | Trading Symbols | | |] Name of each exchange on which registered | [added: | |]

| Common Stock, [removed: $.15] [added: $0.15] Par Value | | [added: | OMC | | |] New York Stock Exchange | [added: | |]

Yes [removed: o] [added: ☐] No þ

| Large accelerated filer [removed: þ] | [added: | | ☑ | | |] Accelerated filer [removed: o] | [added: | | ☐ | | |] Non-accelerated filer [removed: o] | [added: | | ☐ | | |]

| Smaller reporting company [removed: o] | | [added: | ☐ | | | | | | | | |] Emerging growth company [removed: o] | [added: | | ☐ | | |]

The aggregate market value of the voting and non-voting common stock held by non-affiliates as of June 30, [removed: 2018] [added: 2019] was [removed: $16,936,300,000.][added: $17,607,625,000.]

As of January [removed: 31, 2019,] [added: 30, 2020,] there were [removed: 223,690,798] [added: 216,867,679] shares of Omnicom Group Inc. Common Stock outstanding.

Portions of the Omnicom Group Inc. Definitive Proxy Statement for the Annual Meeting of Shareholders scheduled to be held on May [removed: 20, 2019] [added: 19, 2020] are incorporated by reference into Part III of this report to the extent described herein.

[removed: OMNICOM] [added: OMNICOM] GROUP [removed: INC.][added: INC.]

[removed: ANNUAL] [added: ANNUAL] REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, [removed: 2018][added: 2019]

[removed: TABLE] [added: TABLE] OF [removed: CONTENTS][added: CONTENTS]

| | | [removed: Page] | [added: | | | Page | | | | | |]

| | [removed: PART I] | | [added: PART I | | | | | | | | |]

| [Item [removed: 1](#s111A2454C3075E719E81AB401AB13205).] [added: 1](#3D31242AEE3451789C6ED612C48D5CE1).] | [removed: [Business](#sD9E19A9E431754F888DE7AD7EB0B1E7A)] | [removed: [1](#sD9E19A9E431754F888DE7AD7EB0B1E7A)] | [added: [Business](#i_0_16) | | | [1](#i_0_16) | | | | | |]

| [Item [removed: 1A.](#s4DD177400E95564BBD52218D6322B42F)] [added: 1A.](#5EF0081EE8F25BA1B3C6EEA68B2ED525)] | [added: | |] [Risk [removed: Factors](#sB7E871037F5F5B47BA0ECE7CAC9758C0)] [added: Factors](#i_0_19)] | [removed: [3](#sB7E871037F5F5B47BA0ECE7CAC9758C0)] | [added: | [3](#i_0_19) | | | | | |]

| [Item [removed: 1B.](#s2700A7FFD360551B91BC74CB43AD7FD7)] [added: 1B.](#04FA140E63B35058B91982FA58826672)] | [added: | |] [Unresolved Staff [removed: Comments](#s8B9466D7420D58C2A989C6BE4C84F4B3)] [added: Comments](#i_0_22)] | [removed: [6](#s8B9466D7420D58C2A989C6BE4C84F4B3)] | [added: | [5](#i_0_22) | | | | | |]

| [Item [removed: 2.](#s5106BF86AC925BBEB2AE182A6C157181)] [added: 2.](#0D4E049A67F75413ACA39D359872C1D1)] | [removed: [Properties](#sB35D9B8EB7C55DB494581E169169C5AD)] | [removed: [6](#sB35D9B8EB7C55DB494581E169169C5AD)] | [added: [Properties](#i_0_25) | | | [5](#i_0_25) | | | | | |]

| [Item [removed: 3.](#sA353653EE249544583DAD628AA1F4F7A)] [added: 3.](#45AD39ED00985CA08DA79E8E9D410AC3)] | [added: | |] [Legal [removed: Proceedings](#s47BA6DE9DA4053AF9AD3D073F5060D36)] [added: Proceedings](#i_0_28)] | [removed: [6](#s47BA6DE9DA4053AF9AD3D073F5060D36)] | [added: | [5](#i_0_28) | | | | | |]

| [removed: Item 4.] [added: [Item 4.](#i_0_31)] | [added: | |] [Mine Safety [removed: Disclosures](#s9B18479CC1B15A739F6A8AD2271276D9)] [added: Disclosures](#i_0_31)] | [removed: [6](#s9B18479CC1B15A739F6A8AD2271276D9)] | [added: | [6](#i_0_31) | | | | | |]

| | [removed: PART II] | | [added: PART II | | | | | | | | |]

| [Item [removed: 5.](#s49CD70B1C9065685A0132A348B2FB14F)] [added: 5.](#CC27B62E1A405C76B1BF35A6EC7A67B4)] | [added: | |] [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#s24D5687E366759E4890FE512FEB01279)] [added: Securities](#i_0_37)] | [removed: [7](#s24D5687E366759E4890FE512FEB01279)] | [added: | [6](#i_0_37) | | | | | |]

| [Item [removed: 6.](#s45645BB76ACA57D3B526F1AE893C1319)] [added: 6.](#DEA5D216C12D53308507C0DBE7906175)] | [added: | |] [Selected Financial [removed: Data](#s8D5B26FA2BF45539AA65C0FD97460CED)] [added: Data](#i_0_40)] | [removed: [7](#s8D5B26FA2BF45539AA65C0FD97460CED)] | [added: | [6](#i_0_40) | | | | | |]

| [Item [removed: 7.](#s8EF21401F9E55EC6B2742D30EB0B0BB5)] [added: 7.](#754714B9B6AA54D7B9F24133E4BBA205)] | [added: | |] [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#s04F617D9AEF75FCCAA4CB7E8A5D7BA84)] [added: Operations](#i_0_43)] | [removed: [8](#s04F617D9AEF75FCCAA4CB7E8A5D7BA84)] | [added: | [7](#i_0_43) | | | | | |]

| [Item [removed: 7A.](#s708E44B0B643587084B03331B7CEF434)] [added: 7A.](#056A42AFE37B5D07BCF4827DDDA057A2)] | [added: | |] [Quantitative and Qualitative Disclosures About Market [removed: Risk](#sFCC84AC003AB580885B2237244A32E82)] [added: Risk](#i_0_64)] | [removed: [28](#sFCC84AC003AB580885B2237244A32E82)] | [added: | [26](#i_0_64) | | | | | |]

| [Item [removed: 8.](#sCB5BBB4E9362577F80CBCE5864A3311A)] [added: 8.](#8CF03075DEBC5C2BA130A5A949FF6900)] | [added: | |] [Financial Statements and Supplementary [removed: Data](#s5E67B3D690125D5D80564D1D9BBE3CD2)] [added: Data](#i_0_67)] | [removed: [29](#s5E67B3D690125D5D80564D1D9BBE3CD2)] | [added: | [27](#i_0_67) | | | | | |]

| [Item [removed: 9.](#s453C8604C4FF5BB69C9225C86F0DE882)] [added: 9.](#FF55DDF9CE095E13913CF31999077252)] | [added: | |] [Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#s96EDC5A8744F5E61A7F9DC8610601338)] [added: Disclosure](#i_0_70)] | [removed: [29](#s96EDC5A8744F5E61A7F9DC8610601338)] | [added: | [27](#i_0_70) | | | | | |]

| [Item [removed: 9A.](#sAB6C3D243B895990A8DF2C0BAC75DAAA)] [added: 9A.](#7D20557A360A5878B4D2682AF9E59A57)] | [added: | |] [Controls and [removed: Procedures](#sC1889A3F93E75936A481733F422786DE)] [added: Procedures](#i_0_73)] | [removed: [29](#sC1889A3F93E75936A481733F422786DE)] | [added: | [27](#i_0_73) | | | | | |]

| [Item [removed: 9B.](#sBEA69E01BE265246A59BA0AD5E9CDC37)] [added: 9B.](#9FE93FBF3B205E938DBA909B6BCB46DA)] | [added: | |] [Other [removed: Information](#sC4F54FF4981452018CA58820A6EF7FCE)] [added: Information](#i_0_76)] | [removed: [29](#sC4F54FF4981452018CA58820A6EF7FCE)] | [added: | [28](#i_0_76) | | | | | |]

| | [removed: PART III] | | [added: PART III | | | | | | | | |]

| [removed: Item 10.] [added: [Item 10.](#i_0_82)] | [added: | |] [Directors, Executive Officers and Corporate [removed: Governance](#s63CA4D9459F25DBF9C55F264F30D54BB)] [added: Governance](#i_0_82)] | [removed: [30](#s0FB54BF5379859FDA046721D749660FE)] | [added: | [29](#i_0_100) | | | | | |]

| [removed: Item 11.] [added: [Item 11.](#i_0_85)] | [added: | |] [Executive [removed: Compensation](#s818D70DE42B35FF888ADD42755E6E5FF)] [added: Compensation](#i_0_85)] | [removed: [30](#s0FB54BF5379859FDA046721D749660FE)] | [added: | [29](#i_0_100) | | | | | |]

| [removed: Item 12.] [added: [Item 12.](#i_0_88)] | [added: | |] [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#s8180A1B0B2855537A6868BEB798E90C1)] [added: Matters](#i_0_88)] | [removed: [30](#s0FB54BF5379859FDA046721D749660FE)] | [added: | [29](#i_0_100) | | | | | |]

______________________________________________________________________________________________________

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____________________________________________________________

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| 0.800% Senior Notes due 2027 | | | OMC/27 | | | New York Stock Exchange | | |

| 1.400% Senior Notes due 2031 | | | OMC/31 | | | New York Stock Exchange | | |

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____________________________________________________________

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| [Signatures](#i_0_109) | | | | | | [32](#i_0_109) | | | | | |

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10-K 1 a2018q410-k.htm 10-K

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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

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| [Signatures](#s00100CE33ECE5D68A375BBD0535101A5) | | [34](#s00100CE33ECE5D68A375BBD0535101A5) |

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[removed: We lease substantially] [added: Substantially] all our office space [added: is leased] under operating leases [removed: that expire at various] [added: with varying expiration] dates.

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

Office base rent expense was $287.8 million, $330.4 million and $334.1 million in 2018, 2017 and 2016, respectively, net of rent received from non-cancelable third-party subleases.

Future minimum office base rent under non-cancelable operating leases, net of rent receivable from existing non-cancelable third-party subleases, is (in millions):

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| | | | |

| | Net Rent | | |

| 2019 | $ | 308.5 | |

| 2020 | 266.3 | | |

| 2021 | 219.6 | | |

| 2022 | 183.5 | | |

| 2023 | 150.3 | | |

| Thereafter | 662.4 | | |

| | $ | 1,790.6 | |

See Note 22 to the consolidated financial statements for a discussion of the impact of the adoption of FASB Accounting Standards Codification Topic 842, Leases.

[removed: PART II][added: PART II]

Our common stock is listed and traded on the New York Stock Exchange under the symbol [removed: “OMC.” As of January 31, 2019, there were 2,014 registered holders of our common stock.][added: OMC.]

Common stock repurchases during the three months ended December 31, [removed: 2018] [added: 2019] were:

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

During the three months ended December 31, [removed: 2018,] [added: 2019,] we purchased [removed: 600,000] [added: 740,556] shares of our common stock in the open market for general corporate purposes and withheld [removed: 165,089] [added: 65,989] shares from employees to satisfy estimated statutory income tax obligations related to vesting of restricted stock awards and stock option exercises.

There were no unregistered sales of equity securities during the three months ended December 31, [removed: 2018.][added: 2019.]

For information on securities authorized for issuance under our equity compensation plans, see Item 12, “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters,” which relevant information will be included in our definitive proxy statement, which is expected to be filed with the SEC by April [removed: 10, 2019.][added: 9, 2020.]

As of January 30, 2020, there were 1,953 registered holders of our common stock.

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| October 1, 2019 - October 31, 2019 | | | | | | 57,818 | | | | | | $ | 76.87 | | | | | — | | | | | | — | | |

| November 1, 2019 - November 30, 2019 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

| December 1, 2019 - December 31, 2019 | | | | | | 748,727 | | | | | | 80.92 | | | | | | — | | | | | | — | | |

| | | | | | | 806,545 | | | | | | $ | 80.63 | | | | | — | | | | | | — | | |

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| October 1 - 31, 2018 | | 504,601 | | | $ | 71.56 | | | — | | — |

| November 1 - 30, 2018 | | — | | | — | | | | — | | — |

| December 1 - 31, 2018 | | 260,488 | | | 70.91 | | | | — | | — |

| | | 765,089 | | | $ | 71.34 | | | — | | — |

| [removed: For the years ended December 31:] [added: December 31, (in millions):] | [removed: 2018] | | [added: 2019] | | [removed: 2017] | | | | [removed: 2016] [added: 2018] | | | | [removed: 2015] | | [added: 2017] | | [removed: 2014] | | | [added: | 2016 | | | | | | 2015 | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| Revenue | [added: | |] $ | [added: 14,953.7 | | | | | $ |] 15,290.2 | | | [added: | |] $ | 15,273.6 | | | [added: | |] $ | 15,416.9 | | | [added: | |] $ | 15,134.4 | | | [removed: $] | [removed: 15,317.8] | | [added: | | | | | | | | | | | | | | | | | | | |]

| Operating Profit | [added: | | 2,122.3 | | | | | |] 2,133.5 | | | | [added: | |] 2,083.8 | | | | [added: | |] 2,030.5 | | | | [added: | |] 1,920.1 | | | | [removed: 1,944.1] | | | [added: | | | | | | | | | | | | | | | | | | | |]

| Net Income - Omnicom Group Inc. | [added: | | 1,339.1 | | | | | |] 1,326.4 | | | | [added: | |] 1,088.4 | | | | [added: | |] 1,148.6 | | | | [added: | |] 1,093.9 | | | | [removed: 1,104.0] | | | [added: | | | | | | | | | | | | | | | | | | | |]

| Net Income Per Common Share - Omnicom Group Inc.: | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| Basic | [added: | | 6.09 | | | | | |] 5.85 | | | | [added: | |] 4.68 | | | | [added: | |] 4.80 | | | | [added: | |] 4.43 | | | | [removed: 4.27] | | | [added: | | | | | | | | | | | | | | | | | | | |]

| Diluted | [added: | | 6.06 | | | | | |] 5.83 | | | | [added: | |] 4.65 | | | | [added: | |] 4.78 | | | | [added: | |] 4.41 | | | | [removed: 4.24] | | | [added: | | | | | | | | | | | | | | | | | | | |]

| Dividends Declared Per Common Share | [added: | | 2.60 | | | | | |] 2.40 | | | | [added: | |] 2.25 | | | | [added: | |] 2.15 | | | | [added: | |] 2.00 | | | | [removed: 1.90] | | | [added: | | | | | | | | | | | | | | | | | | | |]

| Cash and cash equivalents and short-term investments | [added: | |] $ | [added: 4,309.3 | | | | | $ |] 3,657.9 | | | [added: | |] $ | 3,796.4 | | | [added: | |] $ | 3,022.8 | | | [added: | |] $ | 2,619.7 | | | [removed: $] | [removed: 2,390.3] | | [added: | | | | | | | | | | | | | | | | | | | |]

| Total assets | [added: | | 26,783.4 | | | | | |] 24,617.0 | | | | [added: | |] 24,931.2 | | | | [added: | |] 23,165.4 | | | | [added: | |] 22,110.7 | | | | [removed: 21,428.4] | | | [added: | | | | | | | | | | | | | | | | | | | |]

| Long-term debt, including current portion | [added: | | 5,134.3 | | | | | |] 4,883.7 | | | | [added: | |] 4,912.9 | | | | [added: | |] 4,920.6 | | | | [added: | |] 4,565.6 | | | | [removed: 4,542.5] | | | [added: | | | | | | | | | | | | | | | | | | | |]

| Long-term liabilities | [added: | | 1,006.8 | | | | | |] 1,197.8 | | | | [added: | |] 1,091.2 | | | | [added: | |] 892.3 | | | | [added: | |] 800.5 | | | | [removed: 774.3] | | | [added: | | | | | | | | | | | | | | | | | | | |]

| Total shareholders’ equity | [added: | | 2,853.9 | | | | | |] 2,547.1 | | | | [added: | |] 2,615.1 | | | | [added: | |] 2,162.0 | | | | [added: | |] 2,452.4 | | | | [removed: 2,850.0] | | | [added: | | | | | | | | | | | | | | | | | | | |]

[removed: In] [added: On January 1,] 2018, we adopted [removed: FASB Accounting Standards Codification, or ASC,] [added: ASC] Topic [removed: 606, Revenue] [added: 606 *Revenue] from Contracts with [removed: Customers,] [added: Customers,*] or ASC 606.

[removed: As a result of the] [added: The] adoption of ASC [removed: 606, in 2018] [added: 606 reduced] revenue and operating profit [removed: decreased] [added: in 2018 by] $146.1 million and $6.6 million, respectively.

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

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| Year ended December 31, (in millions, except per share amounts): | | | 2019 | | | | | | 2018 | | | | | | 2017 | | | | | | 2016 | | | | | | 2015 | | | | | | | | | | | | | | | | | | | | | | | | | | |

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| Long-term liability - operating leases | | | 1,274.7 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | |

On January 1, 2019, we adopted FASB Accounting Standards Codification, or ASC, Topic 842 *Leases,* or ASC 842, which required the recognition of the right-of-use, or ROU, assets and related lease liabilities on the balance sheet.

The adoption of ASC 842 had a substantial impact on total assets and liabilities, but had no impact on our results of operations, cash flows or equity.

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| | (In millions, except per share amounts) | | | | | | | | | | | | | | | | | | |

| | (In millions) | | | | | | | | | | | | | | | | | | |

| At December 31: | 2018 | | | | 2017 | | | | 2016 | | | | 2015 | | | | 2014 | | |

See Note 1 to the consolidated financial statements for additional information.

Management, including our CEO and CFO, conducted an evaluation of the effectiveness of our disclosure controls and procedures as of December 31, [removed: 2018.][added: 2019.]

Based on that evaluation, our CEO and CFO concluded that, as of December 31, [removed: 2018,] [added: 2019,] our disclosure controls and procedures are effective to ensure that decisions can be made timely with respect to required disclosures, as well as ensuring that the recording, processing, summarization and reporting of information required to be included in our Annual Report on Form 10-K for the year ended December 31, [removed: 2018] [added: 2019] are appropriate.

Management, with the participation of our CEO, CFO and our agencies, conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in [removed: Internal] [added: *Internal] Control – Integrated Framework [removed: (2013)] [added: (2013)*] issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on that evaluation, our CEO and CFO concluded that our internal control over financial reporting was effective as of December 31, [removed: 2018.][added: 2019.]

KPMG LLP, an independent registered public accounting firm that audited our consolidated financial statements included in this Annual Report on Form 10-K, has issued an attestation report on Omnicom’s internal control over financial reporting as of December 31, [removed: 2018,] [added: 2019,] dated February [removed: 12, 2019,] [added: 11, 2020,] which is included on page F-2 of this [removed: 2018] [added: 2019] 10-K.

[removed: PART III][added: PART III]

The information regarding Executive Officers of the Registrant is included in Part I, Item 1, “Business.” Additional information called for by this Item, to the extent not included in this document, is incorporated herein by reference to the information to be included under the captions “Item 1 - Election of Directors,” “Stock Ownership [removed: Information - Section 16(a) Beneficial Ownership Reporting Compliance”] [added: Information”] and “Additional Information - Shareholder Proposals and Director Nominations for the [removed: 2020] [added: 2021] Annual Meeting” in our definitive proxy statement, or Proxy Statement, which is expected to be filed with the SEC within 120 days of the fiscal year ended December 31, [removed: 2018.][added: 2019.]

The information called for by this Item is incorporated herein by reference to the information to be included under the captions “Executive Compensation,” “Item 1 - Election of Directors - Directors' Compensation for Fiscal [removed: 2018”] [added: Year 2019”] and “Item 1 - Election of Directors - Board Policies and Processes - Compensation Committee Interlocks and Insider Participation” in our Proxy Statement.

The information called for by this Item is incorporated herein by reference to the information to be included under the captions “Stock Ownership Information - [removed: Beneficial] [added: Security] Ownership of Certain Beneficial Owners and Management” and “Stock Ownership Information - Equity Compensation Plans” in our Proxy Statement.

The information called for by this Item is incorporated herein by reference to the information to be included under the captions “Item 1 - Election of Directors - [removed: Omnicom] Board [removed: of Directors] [added: Policies and Processes] - Transactions with Related Persons” and “Item 1 - Election of Directors - Omnicom Board of Directors - Director Independence” in our Proxy Statement.

[removed: PART IV][added: PART IV]

| [removed: (a)(1)] [added: (a)(1)] | [removed: Financial Statements:] | [removed: Page] | [added: Financial Statements: | | | Page | | |]

| | [added: | |] [Management Report on Internal Control Over Financial [removed: Reporting](#s0D8FCE7242C350A09EF6F5830B491530)] [added: Reporting](#i_0_115)] | [removed: [F-1](#s0D8FCE7242C350A09EF6F5830B491530)] | [added: | [F-](#i_0_115)[1](#i_0_115) | | |]

| | [added: | |] [Report of Independent Registered Public Accounting [removed: Firm](#s84FEC0A418135D65B396198C815F5959)] [added: Firm](#i_0_118)] | [removed: [F-2](#s84FEC0A418135D65B396198C815F5959)] | [added: | [F-](#i_0_118)[2](#i_0_118) | | |]

| | [added: | |] Consolidated Balance Sheets at December 31, [removed: 2018] [added: 2019] and [removed: 2017] [added: 2018] | [removed: [F-3](#s7ABCA3FD72DA5AEFAF30F40C0A91EE03)] | [added: | [F-](#i_0_121)[4](#i_0_121) | | |]

| | [added: | |] Consolidated Statements of Income for the Three Years Ended December 31, [removed: 2018] [added: 2019] | [removed: [F-4](#s5DE9EB529AD156E583D241BFF52E5EAD)] | [added: | [F-](#i_0_127)[5](#i_0_127) | | |]

| | [added: | |] Consolidated Statements of Comprehensive Income for the Three Years Ended December 31, [removed: 2018] [added: 2019] | [removed: [F-5](#sBB2664B3631A5EAAB721E5E583FBEF7B)] | [added: | [F-](#i_0_130)[6](#i_0_130) | | |]

| | [added: | |] Consolidated Statements of Equity for the Three Years Ended December 31, [removed: 2018] [added: 2019] | [removed: [F-6](#sC56E3E04744554C9806BE6A3F6D8138C)] | [added: | [F-](#i_0_133)[7](#i_0_133) | | |]

| | [added: | |] Consolidated Statements of Cash Flows for the Three Years Ended December 31, [removed: 2018] [added: 2019] | [removed: [F-7](#s459EDB9F2C5C5941870B607D6F0EFF5A)] | [added: | [F-](#i_0_139)[8](#i_0_139) | | |]

| | [added: | |] [Notes to Consolidated Financial [removed: Statements](#s8C18ABC6DE385556A4A3538CE920A1EA)] [added: Statements](#i_0_142)] | [removed: [F-8](#s6A8AA433DB8453B5BD5CB49FD7C10040)] | [added: | [F-](#i_0_145)[9](#i_0_145) | | |]

| | [removed: Selected] [added: | | [Selected] Quarterly Financial Data [removed: (Unaudited)] [added: (Unaudited)](#i_0_229)] | [removed: [F-34](#s4EC2DF234FDA52FAB3827E61FD9AA601)] | [added: | [F-](#i_0_229)[33](#i_0_229) | | |]

| [removed: (a)(2)] [added: (a)(2)] | [removed: Financial] [added: | | Financial] Statement [removed: Schedules:] [added: Schedules:] | | [added: | | | |]

| | [added: | |] Schedule II - Valuation and Qualifying Accounts for the Three Years Ended December 31, [removed: 2018] [added: 2019] | [removed: [S-1](#sFC7B355CC75C57D5B7DC4B62F4C46A33)] | [added: | [S-](#i_0_232)[1](#i_0_232) | | |]

| | [added: | |] All other schedules are omitted because they are not applicable. | | [added: | | | |]

| [removed: (a)(3)] [added: (a)(3)] | [removed: Exhibits:] | [added: | Exhibits: | | |]

| [removed: Exhibit Number] [added: Exhibit Number] | [removed: Description] | [added: | Description | | |]

| 3(i) | [added: | |] [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).](http://www.sec.gov/Archives/edgar/data/29989/000002998911000007/exhibit31.htm) | [added: | |]

| 3(ii) | [added: | |] [By-laws of Omnicom Group Inc., as amended and restated on December 11, 2018 (Exhibit 3.1 to our Current Report on Form 8-K (File No. 1-10551) dated December 14, 2018 and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/29989/000089109218009194/e3252ex3-1.htm) | [added: | |]

| 4.1 | [added: | |] [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 [removed: (“July 1, 2009 8-K”)] and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/29989/000089109209002688/e35860ex4_1.htm) | [added: | |]

| [removed: 4.2] [added: 4.9] | [added: | |] [First Supplemental Indenture to the [removed: 2009] [added: 2014] Base Indenture, dated as of [removed: July 1, 2009,] [added: October 29, 2014,] among Omnicom Group Inc., Omnicom Capital [removed: Inc., Omnicom Finance] Inc. and Deutsche Bank Trust Company Americas, as trustee, in connection with our issuance of [removed: $500] [added: $750] million [removed: 6.25%] [added: 3.65%] Senior Notes due [removed: 2019] [added: 2024] (Exhibit 4.2 to the [removed: July 1, 2009] [added: October 29, 2014] 8-K and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/29989/000089109209002688/e35860ex4_2.htm)] [added: reference).](http://www.sec.gov/Archives/edgar/data/29989/000089109214008080/e61206ex4-2.htm)] | [added: | |]

| [removed: 4.3] [added: 4.2] | [added: | |] [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).](http://www.sec.gov/Archives/edgar/data/29989/000089109210003327/e39662ex4_1.htm) | [added: | |]

| [removed: 4.4] [added: 4.3] | [added: | |] [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).](http://www.sec.gov/Archives/edgar/data/29989/000089109212002269/e48169_ex4-1.htm) | [added: | |]

| [removed: 4.5] [added: 4.4] | [added: | |] [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 our Current Report on Form 8-K (File No. 1-10551) dated July 20, 2012 and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/29989/000089109212004036/e49201ex4-4.htm) | [added: | |]

| [removed: 4.6] [added: 4.5] | [added: | |] [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).](http://www.sec.gov/Archives/edgar/data/29989/000089109212004585/e49489ex4-1.htm) | [added: | |]

| [removed: 4.7] [added: 4.15] | [added: | |] [Form of [removed: 6.25%] [added: 0.80%] Notes due [removed: 2019 (Exhibit 4.3] [added: 2027 (included in Exhibit 4.2] to the July [removed: 1, 2009] [added: 8, 2019] 8-K and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/29989/000089109209002688/e35860ex4_3.htm)] [added: reference).](http://www.sec.gov/Archives/edgar/data/29989/000089109219007603/e5820ex4-2.htm)] | [added: | |]

| [removed: 4.8] [added: 4.6] | [added: | |] [Form of 4.45% Notes due 2020 (Exhibit 4.2 to the August 5, 2010 8-K and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/29989/000089109210003327/e39662ex4_2.htm) | [added: | |]

| [removed: 4.9] [added: 4.7] | [added: | |] [Form of 3.625% Notes due 2022 (Exhibit 4.2 to the August 9, 2012 8-K and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/29989/000089109212004585/e49489ex4-2.htm) | [added: | |]

| [removed: 4.10] [added: 4.8] | [added: | |] [Base Indenture, dated as of October 29, 2014, among Omnicom Group Inc., Omnicom Capital Inc. and Deutsche Bank Trust Company Americas, as trustee (“2014 Base Indenture”), (Exhibit 4.1 to our Current Report on Form 8-K (File No. 1-10551) dated October 29, 2014 (“October 29, 2014 8-K”) and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/29989/000089109214008080/e61206ex4-1.htm) | [added: | |]

| [removed: 4.11] [added: 4.14] | [added: | |] [First Supplemental Indenture to the [removed: 2014] [added: 2019] Base Indenture, dated as of [removed: October 29, 2014,] [added: July 8, 2019,] among Omnicom [added: Finance Holdings plc, as issuer, Omnicom] Group [removed: Inc.,] [added: Inc. and] Omnicom Capital [removed: Inc.] [added: Inc., as guarantors,] and Deutsche Bank Trust Company Americas, as trustee, in connection with [removed: our] [added: the] issuance of [removed: $750] [added: €500] million [removed: 3.65%] [added: aggregate principal amount of] Senior Notes due [removed: 2024] [added: 2027 and €500 million aggregate principal amount of Senior Notes due 2013] (Exhibit 4.2 to the [removed: October 29, 2014] [added: July 8, 2019] 8-K and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/29989/000089109214008080/e61206ex4-2.htm)] [added: reference).](http://www.sec.gov/Archives/edgar/data/29989/000089109219007603/e5820ex4-2.htm)] | [added: | |]

| [removed: 4.12] [added: 4.10] | [added: | |] [Form of 3.65% Notes due 2024 (included in Exhibit 4.2 to the October 29, 2014 8-K and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/29989/000089109214008080/e61206ex4-2.htm) | [added: | |]

| [removed: 4.13] [added: 4.11] | [added: | |] [Second Supplemental Indenture to the 2014 Base Indenture, dated as of April 6, 2016, among Omnicom Group Inc., Omnicom Capital Inc. and Deutsche Bank Trust Company Americas, as trustee, in connection with the issuance of $1.4 billion 3.60% Senior Notes due 2026 (Exhibit 4.1 to our Current Report on Form 8-K (File No. 1-10551) dated April 6, 2016 [added: (“April 6, 2016 8-K”)] and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/29989/000089109216014001/e68986ex4-1.htm) | [added: | |]

| [removed: 4.14] [added: 4.12] | [added: | |] [Form of 3.60% Notes due 2026 (included in Exhibit 4.1 to [removed: our Current Report on Form 8-K (File No. 1-10551) dated] [added: the] April 6, 2016 [added: 8-K] and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/29989/000089109216014001/e68986ex4-1.htm) | [added: | |]

| 10.1 | [added: | |] [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).](http://www.sec.gov/Archives/edgar/data/29989/000089109214005814/e59888ex10-1.htm) | [added: | |]

| 10.2 | [added: | |] [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).](http://www.sec.gov/Archives/edgar/data/29989/000089109204001893/e17407def_14a.txt) | [added: | |]

| 10.3 | [added: | |] [Standard form of our Executive Salary Continuation Plan Agreement (Exhibit 10.5 to our Annual Report on Form 10-K (File No. 1-10551) for the year ended December 31, 2012 and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/29989/000002998913000004/a2012q410-kexhibit105.htm) | [added: | |]

| 10.4 | [added: | |] 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). | [added: | |]

| 10.5 | [added: | |] [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).](http://www.sec.gov/Archives/edgar/data/29989/000089109209000891/e34339ex10_9.htm) | [added: | |]

| 10.6 | [added: | |] [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).](http://www.sec.gov/Archives/edgar/data/29989/000002998912000005/exhibit1010.htm) | [added: | |]

| 10.7 | [added: | |] [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).](http://www.sec.gov/Archives/edgar/data/29989/000089109206003784/e25807ex10_2.txt) | [added: | |]

| 10.8 | [added: | |] [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).](http://www.sec.gov/Archives/edgar/data/29989/000089109210001523/e38424def14a.htm) | [added: | |]

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

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| 4.13 | | | [Base Indenture, dated as of July 8, 2019, among Omnicom Finance Holdings plc, as issuer, Omnicom Group Inc. and Omnicom Capital Inc., as guarantors, and Deutsche Bank Trust Company Americas, as trustee (“2019 Base Indenture”), (Exhibit 4.1 to our Current Report on Form 8-K (File No. 1-10551) dated July 8, 2019 (“July 8, 2019 8-K”) and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/29989/000089109219007603/e5820ex4-1.htm) | | |

| 4.16 | | | [Form of 1.40% Notes due 2031 (included in Exhibit 4.2 to the July 8, 2019 8-K and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/29989/000089109219007603/e5820ex4-2.htm) | | |

| 4.17 | | | [Description of Securities](https://www.sec.gov/Archives/edgar/data/29989/000002998920000005/a2019q4exhibit417.htm) | | |

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| 101.INS | | | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) | | |

| 101.SCH | | | Inline XBRL Taxonomy Extension Schema Document | | |

| 101.CAL | | | Inline XBRL Taxonomy Extension Calculation Linkbase Document | | |

| 101.DEF | | | Inline XBRL Taxonomy Extension Definition Linkbase Document | | |

| 101.LAB | | | Inline XBRL Taxonomy Extension Label Linkbase Document | | |

| 101.PRE | | | Inline XBRL Taxonomy Extension Presentation Linkbase Document | | |

| 104 | | | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) | | |

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[removed: SIGNATURES][added: SIGNATURES]

[removed: Pursuant] [added: Pursuant] to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly [removed: authorized.][added: authorized.]

[removed: | | | OMNICOM GROUP INC. |][added: Omnicom Group Inc.:]

| February [removed: 12, 2019] [added: 11, 2020] | [added: | |] BY: | [added: | |] /s/ PHILIP J. ANGELASTRO | [added: | |]

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

[removed: Pursuant] [added: Pursuant] to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates [removed: indicated.][added: indicated.]

| [removed: Signature] [added: Signature] | [removed: Title] | [removed: Date] | [added: Title | | | Date | | |]

| /s/ JOHN D. WREN | [added: | |] Chairman and Chief Executive Officer and Director (Principal Executive Officer) | [added: | |] February [removed: 12, 2019] [added: 11, 2020] | [added: | |]

| [removed: John] [added: John] D. [removed: Wren] [added: Wren] | | | [added: | | | | | |]

| /s/ PHILIP J. ANGELASTRO | [added: | |] Executive Vice President and Chief Financial Officer (Principal Financial Officer) | [added: | |] February [removed: 12, 2019] [added: 11, 2020] | [added: | |]

| [removed: Philip] [added: Philip] J. [removed: Angelastro] [added: Angelastro] | | | [added: | | | | | |]

| /s/ ANDREW L. CASTELLANETA | [added: | |] Senior Vice President, Chief Accounting Officer (Principal Accounting Officer) | [added: | |] February [removed: 12, 2019] [added: 11, 2020] | [added: | |]

| [removed: Andrew] [added: Andrew] L. [removed: Castellaneta] [added: Castellaneta] | | | [added: | | | | | |]

| /s/ ALAN R. BATKIN | [added: | |] Director | [added: | |] February [removed: 12, 2019] [added: 11, 2020] | [added: | |]

| [removed: Alan] [added: Alan] R. [removed: Batkin] [added: Batkin] | | | [added: | | | | | |]

| /s/ MARY C. CHOKSI | [added: | |] Director | [added: | |] February [removed: 12, 2019] [added: 11, 2020] | [added: | |]

| [removed: Mary] [added: Mary] C. [removed: Choksi] [added: Choksi] | | | [added: | | | | | |]

| /s/ ROBERT CHARLES CLARK | [added: | |] Director | [added: | |] February [removed: 12, 2019] [added: 11, 2020] | [added: | |]

| [removed: Robert] [added: Robert] Charles [removed: Clark] [added: Clark] | | | [added: | | | | | |]

| /s/ LEONARD S. COLEMAN, JR. | [added: | |] Director | [added: | |] February [removed: 12, 2019] [added: 11, 2020] | [added: | |]

| [removed: Leonard] [added: Leonard] S. Coleman, [removed: Jr.] [added: Jr.] | | | [added: | | | | | |]

| /s/ SUSAN S. DENISON | [added: | |] Director | [added: | |] February [removed: 12, 2019] [added: 11, 2020] | [added: | |]

| [removed: Susan] [added: Susan] S. [removed: Denison] [added: Denison] | | | [added: | | | | | |]

| /s/ RONNIE S. HAWKINS | [added: | |] Director | [added: | |] February [removed: 12, 2019] [added: 11, 2020] | [added: | |]

| [removed: Ronnie] [added: Ronnie] S. [removed: Hawkins] [added: Hawkins] | | | [added: | | | | | |]

| /s/ DEBORAH J. KISSIRE | [added: | |] Director | [added: | |] February [removed: 12, 2019] [added: 11, 2020] | [added: | |]

| [removed: Deborah] [added: Deborah] J. [removed: Kissire] [added: Kissire] | | | [added: | | | | | |]

| /s/ GRACIA C. MARTORE | [added: | |] Director | [added: | |] February [removed: 12, 2019] [added: 11, 2020] | [added: | |]

| [removed: Gracia] [added: Gracia] C. [removed: Martore] [added: Martore] | | | [added: | | | | | |]

| /s/ LINDA JOHNSON RICE | [added: | |] Director | [added: | |] February [removed: 12, 2019] [added: 11, 2020] | [added: | |]

| [removed: Linda] [added: Linda] Johnson [removed: Rice] [added: Rice] | | | [added: | | | | | |]

| /s/ VALERIE M. WILLIAMS | [added: | |] Director | [added: | |] February [removed: 12, 2019] [added: 11, 2020] | [added: | |]

| [removed: Valerie] [added: Valerie] M. [removed: Williams] [added: Williams] | | | [added: | | | | | |]

[removed: MANAGEMENT] [added: MANAGEMENT] REPORT ON INTERNAL CONTROL OVER FINANCIAL [removed: REPORTING][added: REPORTING]

This judgment is based on the procedures described in the [removed: fourth and] fifth [added: and sixth] paragraphs of their report.

Management, with the participation of our Chief Executive Officer, or CEO, Chief Financial Officer, or CFO, and our agencies, conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in [removed: Internal] [added: *Internal] Control - Integrated Framework [removed: (2013)] [added: (2013)*] issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on that evaluation, our CEO and CFO concluded that our internal control over financial reporting was effective as of December 31, [removed: 2018.][added: 2019.]

KPMG LLP, an independent registered public accounting firm that audited our consolidated financial statements included in this Annual Report on Form 10-K, has issued an attestation report on Omnicom’s internal control over financial reporting as of December 31, [removed: 2018,] [added: 2019,] dated February [removed: 12, 2019.][added: 11, 2020.]

[removed: REPORT] [added: REPORT] OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING [removed: FIRM][added: FIRM]

[removed: The] [added: To the] Shareholders and Board of Directors [removed: of Omnicom Group Inc.:]

| | | | | | | OMNICOM GROUP INC. | | |

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*Change in Accounting Principle*

As discussed in Note 1 to the consolidated financial statements, the Company has changed its method of accounting for leases effective January 1, 2019 due to the adoption of Accounting Standards Codification Topic 842, *Leases*.

*Critical Audit Matter*

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgment.

The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

*Evaluation of the sufficiency of audit evidence over revenue recognition*

As discussed in Note 3 to the consolidated financial statements, the Company provides an extensive range of advertising, marketing and corporate communication services through its branded networks and agencies, which operate in all major markets throughout the Americas, EMEA and Asia Pacific regions.

Consolidated revenues across all disciplines and global economic markets was $14,953.7 million for the year-ended December 31, 2019.

We identified the evaluation of the sufficiency of audit evidence over revenue recognition as a critical audit matter.

Revenue is recognized from contracts with customers that are based on statements of work which are typically separately negotiated with the client at a local agency level and local agencies execute tens of thousands of contracts per year.

Evaluating the sufficiency of audit evidence obtained required a high degree of auditor judgment because of the volume of contracts entered into across the branded networks and agencies for which revenue is recorded.

This included selecting the locations where testing would be performed and the supervision and review of procedures performed at those locations.

The primary procedures we performed to address this critical audit matter included the following.

We applied auditor judgment to determine the scope of agencies at which we performed audit procedures and the nature and extent of the procedures performed at each location.

At each agency where procedures were performed, we (1) tested certain internal controls over revenue recognition, including controls to check that local agencies are recording revenue in accordance with the Company’s accounting policies and billings are recorded and presented in accordance with client agreements, (2) examined a selection of contracts and assessed that the Company’s accounting policies are applied consistently and accurately, and (3) assessed the recording of revenue by selecting certain transactions and comparing the amounts recognized for consistency with the underlying documentation including contracts with customers.

We evaluated the overall sufficiency of audit evidence obtained over revenue recognition.

February 11, 2020

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| Operating Lease Right-Of-Use Assets | | | 1,398.3 | | | | | | — | | | | | | | | |

| Long-Term Liability - Operating Leases | | | 1,274.7 | | | | | | — | | | | | | | | |

| Total Equity | | | 3,373.7 | | | | | | 3,106.9 | | | | | | | | |

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| Common Stock, shares | | | 297,217,440.0 | | | | | | 297,217,440.0 | | | | | | 297,217,440.0 | | | | | | | | | | | | | | |

| Common Stock, par value | | | $ | 44.6 | | | | | $ | 44.6 | | | | | $ | 44.6 | | | | | | | | | | | | | |

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February 12, 2019

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| Loss for the period | — | | | | — | | | | (48.9 | | ) |

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| | Common Stock | | | | | | | Additional Paid-in Capital | | | | Retained Earnings | | | | Accumulated Other Comprehensive Income (Loss) | | | | Treasury Stock | | | | Shareholders’ Equity | | | | Noncontrolling Interests | | | | Total Equity | | |

| | Shares | | | Par Value | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |