Omnicom Group (OMC) 10-K risk factor changes: FY2020 vs FY2019

Adverse global or regional economic [removed: conditions] [added: conditions, including those caused by the COVID-19 pandemic,] pose a risk that clients may reduce, postpone or cancel spending on advertising, marketing and corporate communications projects.

Such actions would reduce the demand for our services and could result in a reduction in our revenue, which would adversely affect our business, results of operations and [removed: financial position.]

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 [removed: increase] [added: increase,] and methods for managing or mitigating such risk may be less available or unavailable.

In [removed: 2019,] [added: 2020,] our 100 largest clients represented approximately [removed: 51%] [added: 54%] of our revenue.

[added: 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: Our employees are our most important assets and] [added: As a service business,] our ability to attract and retain key personnel is an important aspect of our competitiveness.

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

In [removed: 2019,] [added: 2020,] our international operations represented approximately [removed: 46%] [added: 45%] of our revenue.

Substantially all of our foreign operations transact business in their local [removed: currency] [added: currency,] and [removed: accordingly,] [added: accordingly] their financial statements are translated into U.S. Dollars.

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

Increased cybersecurity threats and attacks, which are [removed: becoming more sophisticated,] [added: constantly evolving,] pose a risk to our systems and networks.

[removed: In addition, we] [added: We also] use third-party service providers, including cloud providers, to store, transmit and process data.

Further, laws and [removed: regulations,] [added: regulations] related to user privacy, use of personal information and Internet tracking technologies have been proposed or enacted in the United States and a number of international markets.

These laws and regulations could affect the acceptance of new communications technologies and the use of current communications technologies as advertising [removed: mediums.][added: media.]

As a global business we face certain risks of doing business [removed: internationally] [added: 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 position.

The operational and financial performance of our international businesses are affected by global and regional economic conditions, competition for new business and staff, currency exchange rate [removed: fluctuation,] [added: fluctuations,] political conditions, [added: differing] regulatory [removed: environment] [added: environments] and other risks associated with extensive international operations.

[added: In addition, we conduct business in numerous] high-growth markets and developing countries [removed: which] [added: that] 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.

The uncertainties related to the [removed: effects] [added: impact] of [added: the] Brexit [added: Agreement] 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: Generally, our] [added: Our] businesses [added: could be indirectly affected by increased prices for goods or services provided to us by companies that] are [removed: not] directly affected by [removed: current] laws and [removed: other] regulations aimed at mitigating the impact of climate [removed: change by reducing emissions or otherwise, although our businesses could be in the future.][added: change.]

Economic Risks

The COVID-19 pandemic has adversely impacted our business, results of operations and financial position and could adversely impact our business, results of operations and financial position in the future.

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

Most of our clients' businesses were negatively affected by the COVID-19 pandemic.

As long as the COVID-19 pandemic remains a threat, global economic conditions will continue to be volatile and such uncertainty cuts across all clients, industries and geographies.

Demand for our services can be expected to continue to be adversely affected as marketers reduce expenditures in the short term due to the uncertain impact of the pandemic on the global economy.

The extent of the impact of the COVID-19 pandemic on our business will depend on numerous factors that we are not able to accurately predict, including the duration and scope of the pandemic, government actions to mitigate the effects of the pandemic, and the intermediate and long-term impact of the pandemic on marketers' spending plans.

financial position.

Business and Operational Risks

For example, in February 2021, we experienced a cybersecurity incident that resulted in the disruption of certain of our information technology systems at one of our networks.

Based on the information currently known and our investigation to date, we do not believe the incident will have a material impact on our business, operations or financial results.

However, cybersecurity threats and attacks in the future could be material.

These third-party service providers could also be subject to cybersecurity incidents that could adversely affect us.

In addition, in 2020 and continuing into 2021, the overwhelming majority of our workforce temporarily transitioned to working from home during the COVID-19 pandemic.

The increase in the number of our employees working from home may increase certain business and procedural control risks, including increased risk of cybersecurity incidents and exposure of sensitive business and client advertising and marketing information as well as personal data or information.

Risks Related to International Operations

On December 31, 2020, the U.K. completed its separation from the European Union, or E.U., (commonly referred to as “Brexit”) and entered into an agreement, or Brexit Agreement, with the E.U. that defines the terms of their relationship, covering, among other things, trade and tariffs, services and travel.

Risks Related to Acquisitions

Regulatory Risks

Specifically, these companies may seek to pass their increased costs through to their customers.

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

Our insurance may not protect us against damages resulting from cybersecurity incidents, which could adversely affect our business and reputation.

In addition, we conduct business in numerous

On January 31, 2020, the U.K. withdrew from the European Union, or E.U. (commonly referred to as “Brexit”).

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.

However, we could be indirectly affected by increased prices for goods or services provided to us by companies that are directly affected by these laws and regulations and pass their increased costs through to their customers.

In [removed: 2019,] [added: 2020,] our largest client represented [removed: 3.0%] [added: 3.4%] of revenue and our 100 largest clients, which represent many of the world's major marketers, represented approximately [removed: 51%] [added: 54%] of revenue.

Our clients operate in virtually every sector of the global economy with no one industry representing more than [removed: 14%] [added: 16%] of our revenue in [removed: 2019.][added: 2020.]

Changes in foreign exchange rates reduced revenue [removed: $315.9] [added: $60.9] million, or [removed: 2.1%,] [added: 0.4%,] acquisition revenue, net of disposition revenue, reduced revenue [removed: $445.1] [added: $56.7] million, or [removed: 2.9%,] [added: 0.4%,] reflecting the disposition of certain non-strategic businesses, and organic growth [removed: increased] [added: reduced] revenue [removed: $424.5] [added: $1,665.0] million, or [removed: 2.8%.][added: 11.1%.]

Adverse global or regional economic [removed: conditions] [added: conditions, such as those currently arising from the COVID-19 pandemic,] pose a risk that our clients may reduce, postpone or cancel spending on advertising, marketing and corporate communications services, which would reduce the demand for our services.

[removed: Additionally, certain] [added: Certain] global events targeted by major marketers for advertising expenditures, such as the FIFA World Cup and the Olympics, and certain national events, such as the U.S. election process, may affect our revenue period-over-period in certain businesses.

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

[removed: The] [added: In addition, the] economic and political conditions in the [removed: E.U., including] [added: U.K. and] the [removed: effects] [added: E.U. resulting from the implementation] of [removed: Brexit,] [added: the Brexit Agreement] remain uncertain and could negatively impact our businesses in the [added: U.K. and the E.U. In Latin America, the impact of the COVID-19 pandemic compounded by the continuing unstable economic and political conditions in Brazil resulted in negative organic growth in Brazil and throughout the] region.

The [removed: political,] economic and fiscal [removed: issues] [added: issues, including the impact related to the COVID-19 pandemic,] facing the countries we operate in can [added: be expected to continue to] cause economic uncertainty and volatility; however, the impact on our business varies by country.

[removed: There] [added: However, there] can be no assurance whether, or to what extent, our efforts to mitigate any impact of [added: the current and] future adverse economic conditions, reductions in client revenue, changes in client creditworthiness and other developments will be [removed: effective.][added: effective or that additional actions will not be necessary.]

[removed: Certain] [added: Prior to the COVID-19 pandemic, certain] business trends [removed: have] [added: generally] had a positive impact on our business and industry.

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

These services include, among others, advertising, [removed: branding,] [added: brand consulting,] content marketing, corporate social responsibility consulting, crisis communications, custom publishing, data analytics, database management, digital/direct marketing, digital transformation, entertainment marketing, experiential marketing, field marketing, financial/corporate business-to-business advertising, graphic arts/digital imaging, healthcare marketing and communications, in-store design, interactive marketing, investor relations, marketing research, media planning and buying, merchandising and point of sale, mobile marketing, multi-cultural marketing, non-profit marketing, organizational communications, package design, product placement, promotional marketing, public affairs, public relations, retail marketing, sales support, search engine marketing, shopper marketing, social media marketing and sports and event marketing.

In the first [removed: quarter] [added: and second quarters] of 2019, we disposed of certain businesses, primarily in our CRM Execution & Support discipline.

We analyze revenue growth by reviewing the components and mix of the growth, including growth by principal regional market and marketing discipline, the impact from foreign currency exchange rate changes, growth from acquisitions, net of [removed: dispositions] [added: dispositions,] and growth from our largest clients.

In [removed: 2019,] [added: 2020,] our revenue decreased [removed: 2.2%] [added: 11.9%] compared to [removed: 2018.][added: 2019.]

Changes in foreign exchange rates reduced revenue [removed: 2.1%,] [added: 0.4%,] acquisition revenue, net of disposition revenue, reduced revenue [removed: 2.9%,] [added: 0.4%,] and organic growth [removed: increased] [added: decreased] revenue [removed: 2.8%.][added: 11.1% as all our markets were negatively impacted by the COVID-19 pandemic.]

[removed: Across] [added: The change in revenue across] our principal regional [removed: markets, the changes in revenue] [added: markets] were: North America [removed: increased 0.4%,] [added: decreased 10.6%,] Europe decreased [removed: 6.1%,] [added: 12.2%,] Asia-Pacific decreased [removed: 3.6%] [added: 8.8%] and Latin America decreased [removed: 11.8%.][added: 31.7%.]

The change in revenue in [removed: 2019,] [added: 2020,] compared to [removed: 2018,] [added: 2019,] in our fundamental disciplines was: Advertising [removed: increased 2.1%,] [added: decreased 13.1%,] CRM Consumer Experience decreased [removed: 0.7%,] [added: 15.6%,] CRM Execution & Support decreased [removed: 28.0%,] [added: 16.7%,] Public Relations decreased [removed: 3.9%] [added: 5.6%] and Healthcare increased [removed: 9.4%.][added: 3.4%.]

As a service business, salary and service costs make up [removed: a] [added: the] significant portion of our operating expenses and substantially all these costs comprise the essential components directly linked to the delivery of our services.

Salary and service costs include employee compensation and benefits, freelance labor and [removed: direct] [added: third-party] service costs, which include third-party supplier costs and client-related travel costs.

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

[removed: Salary] [added: Occupancy] and [removed: service] [added: other] costs, which [removed: tend] [added: are less directly linked] to [removed: fluctuate with] changes in [removed: revenue,] [added: revenue than salary and service costs,] decreased [removed: $333.9] [added: $87.8] million, or [removed: 3.0%,] [added: 6.7%,] in 2019 compared to 2018 due to our disposition activity in 2019 and 2018, [removed: as well as] [added: and] the [removed: incremental severance] [added: office lease termination and consolidation] charge of [removed: $73.7] [added: $73.5] million recorded in [removed: 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 [removed: $87.8] [added: $83.3] million, or [removed: 6.7%,] [added: 6.8%,] in [removed: 2019] [added: 2020 as] compared to [removed: 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.

[removed: Operating margin increased 0.2% period-over-period and earnings] [added: | Earnings] before interest, taxes and amortization of intangible [removed: assets, or EBITA, margin increased 0.2% period-over-period.][added: assets (“EBITA”) | | | $ | 1,681.9 | | | | | $ | 2,206.1 | |]

In [removed: 2019,] [added: 2020,] net interest expense [removed: decreased $25.2] [added: increased $5.5] million year-over-year to [removed: $184.0] [added: $189.5] million.

Interest expense on debt decreased [removed: $14.7] [added: $27.6] million to [removed: $227.2] [added: $199.6] million, primarily reflecting a reduction in interest expense from [added: our] refinancing activity [removed: in the third quarter of 2019] at lower interest rates [removed: including] [added: in] the [removed: retirement] [added: second half] of [removed: our $500 million 6.25% Senior Notes due 2019, or] 2019 [removed: Notes, at maturity] and the [removed: settlement] [added: first quarter] of [removed: the outstanding fixed-to-floating interest rate swaps,] [added: 2020,] partially offset by a loss [added: of $7.7 million] on the [removed: partial] [added: early] redemption of [removed: $400] [added: the remaining $600] million [added: principal amount] of [removed: our $1 billion 4.45% Senior] [added: the 2020] Notes [removed: due 2020, or] [added: in the first quarter of] 2020 [removed: Notes,] and the [added: interest expense from the] issuance of [removed: €500 million 0.80% Senior Notes due July 8, 2027 and €500 million 1.40% Senior Notes due July 8, 2031, collectively] the [removed: Euro] [added: 4.20%] Notes [added: in April 2020] (see Note 7 to the consolidated financial statements).

Our effective tax rate for 2019 increased slightly year-over-year to 26.0% from [removed: 25.6%.][added: 25.6% in 2018.]

[removed: The] [added: Our results for 2018 include the effect of the] net gain on disposition of subsidiaries [added: of $178.4 million] and repositioning [removed: charges,] [added: charges of $149.4 million,] after the [removed: allocated share] [added: allocation] of $6.9 million to noncontrolling interests, and the additional income tax expense [added: of $3.9 million] from the finalization of the provisional estimate of the effect of the Tax [added: Cut and Jobs Act of 2017, or Tax] Act, [removed: increased net income - Omnicom Group Inc. in 2018] [added: substantially offset] by [removed: $18.2 million.][added: the impact of a lower tax rate on the net gain on disposition of subsidiaries.]

Diluted net income per share - Omnicom Group Inc. [removed: increased 3.9%] [added: decreased] to [removed: $6.06] [added: $4.37] in [removed: 2019,] [added: 2020,] compared to [removed: $5.83] [added: $6.06] in [removed: 2018,] [added: 2019,] 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 [removed: stock,] [added: stock through March 2020,] net of shares issued for restricted stock awards, stock option exercises and the employee stock purchase [removed: plan.][added: plan during the year.]

Our acquisition strategy is focused on acquiring the expertise of an assembled workforce in order to continue to build upon the core capabilities of our various strategic business platforms and agency brands through the expansion of their geographic [removed: reach or their service capabilities to better serve our clients.]

Accordingly, as is typical in most service businesses, a substantial portion of the assets we acquire are intangible assets primarily consisting of the know-how of the personnel, which is treated as part of goodwill and [removed: under U.S. GAAP] is not required to be valued [removed: separately.][added: separately under U.S. GAAP.]

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

[removed: Although not required, we] [added: We] performed the annual impairment test and compared the fair value of each of our reporting units to its respective carrying value, including goodwill.

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

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

[removed: The regional reporting units] [added: They] report to the segment managers and facilitate the administrative and logistical requirements of our [removed: client-centric strategy] [added: key client matrix organization structure] 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: had] [added: have] similar economic characteristics and should be aggregated for purposes of testing goodwill for impairment at the operating segment level.

The assumptions used for the long-term growth rate and WACC in our evaluations as of June 30, [removed: 2019] [added: 2020] and [removed: 2018] [added: 2019] were:

| Long-Term Growth Rate | | | [removed: 3.5%] [added: 3%] | | | | | | 4% | | |

| WACC | | | [removed: 10.1% -] 10.6% [added: - 10.8%] | | | | | | [removed: 10.5%] [added: 10.1%] - [removed: 11.1%] [added: 10.6%] | | |

Impact of the COVID-19 Pandemic on our Business

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

Efforts to mitigate the impact of the pandemic, including government actions to restrict travel, limit public gatherings, shelter-in-place orders and mandatory closures of businesses, resulted in many of our clients reducing or suspending their spending for our advertising, marketing and corporate communication services.

As a result, for the year ended December 31, 2020, revenue decreased $1,782.6 million, or 11.9%, compared to 2019, primarily due to the impact of the COVID-19 pandemic.

We anticipate that the negative impact from the pandemic on our revenue will continue through the first quarter of 2021 as compared to the prior year period.

However, we expect organic revenue growth for the first half of 2021.

The impact of the COVID-19 pandemic on our revenue has been, and may continue to be, material, depending on several factors, including the potential for prolonged or additional governmental actions to mitigate the effects of the pandemic.

It is possible that the COVID-19 pandemic will accelerate certain trends that began pre-pandemic, particularly those relating to online commerce, brand building and how we deploy our personnel.

We expect that some of these trends will benefit our agencies and provide revenue growth opportunities, as well as increasing flexibility with respect to our use of physical locations and our cost structure, but some trends may negatively affect us including potential disruption by new participants and technologies.

In response to the impact of the COVID-19 pandemic, in the second quarter of 2020, we took actions to align our cost structure and reduce our workforce and facility requirements and continued the review of businesses for disposal and assets for impairment.

As a result, we recorded a pre-tax charge of $277.9 million, which is comprised of incremental severance of $150.0 million, real estate operating lease right-of-use, or ROU, asset and other asset impairment charges of $55.8 million, other exit costs of $47.0 million and dispositions and other charges of $25.1 million (see Note 1 to the consolidated financial statements).

These actions reduced headcount by over 6,000 and reduced the related facility requirements, which should result in significant reductions in future operating expenses.

In addition, during 2020, we reduced salary and service costs by $162.6 million related to reimbursements and tax credits under government programs in several countries, including the Coronavirus Aid, Relief, and Economic Security Act, or the CARES Act, in the United States, the Kurzarbeit program in Germany, and other government reimbursement programs in the U.K., France, Canada and other jurisdictions (see Note 1 to the consolidated financial statements).

Further, in the fourth quarter of 2020, we recorded asset impairment charges of $55.8 million associated with underperforming assets, which is included in salary and service costs.

The COVID-19 pandemic negatively impacted most of our clients' businesses.

As a result, clients have cut costs, including postponing or reducing marketing communication expenditures.

While certain industries such as healthcare and pharmaceuticals, technology and telecommunications, financial services and consumer products have been less affected, as long as the COVID-19

pandemic remains a threat, global economic conditions continue to be volatile and such uncertainty cuts across all clients, industries and geographies.

Overall, while we have a diversified portfolio of service offerings, clients and geographies, demand for our services can be expected to continue to be adversely affected as marketers reduce expenditures in the short term due to the uncertain impact of the pandemic on the global economy.

We expect global economic performance and our performance to vary by geography until the impact of the COVID-19 pandemic on the global economy moderates.

Although we have experienced a decrease in our cash flow from operating activities, we took numerous proactive steps to strengthen our liquidity and financial position that are intended to mitigate the potential impact of the COVID-19 pandemic on our liquidity.

In February 2020, we issued $600 million 2.45% Senior Notes due April 30, 2030, or the 2.45% Notes.

In March 2020, the net proceeds from the issuance of the 2.45% Notes were used to redeem the remaining $600 million principal amount of our 4.45% Senior Notes due August 15, 2020, or the 2020 Notes.

As a result, we have no notes maturing until May 2022.

In April 2020, we issued $600 million of 4.20% Senior Notes due June 1, 2030, or the 4.20% Notes, and we entered into a new $400 million 364 day revolving credit facility, or the 364 Day Credit Facility.

The 364 Day Credit Facility is in addition to our existing $2.5 billion multi-currency revolving credit facility, or Credit Facility, which we extended to mature in February 2025.

In addition, in March 2020, we suspended our share repurchase activity.

Results of Operations for the Year Ended December 31, 2020

As a result of the impact related to the COVID-19 pandemic, we experienced a significant decline in our year-over-year organic revenue growth in the second, third and fourth quarters of 2020, which will likely continue at least through the first half of 2021.

We anticipate that the negative impact from the pandemic on our revenue will continue through the first quarter of 2021 as compared to the prior year period.

However, we expect organic revenue growth for the first half of 2021.

In 2020, revenue decreased $1,782.6 million, or 11.9%, compared to 2019.

Beginning in March 2020 and continuing through the fourth quarter of 2020, our business experienced the effects from reductions in client spending due to the impact related to the COVID-19 pandemic.

The spending reductions impacted all our businesses and markets.

The most significantly impacted businesses were our advertising discipline, CRM Consumer Experience discipline, especially in our event marketing businesses, and CRM Execution & Support discipline, primarily in our field marketing and merchandising businesses.

In North America, we experienced a decline in organic revenue attributable to the COVID-19 pandemic in all our disciplines, except healthcare.

In Europe and the Middle East and Africa, almost all businesses

and regions experienced a decline in organic revenue resulting from the COVID-19 pandemic, which was marginally offset by an increase primarily from the strengthening of the British Pound and Euro against the U.S. Dollar.

In addition, the weakening of foreign currency exchange rates against the U.S. Dollar in all countries further contributed to the reduction in revenue in the region.

In Asia-Pacific, almost all our businesses in the region experienced negative organic growth as a result of the COVID-19 pandemic, and the weakening of most currencies against the U.S. Dollar had a marginal negative impact on revenue.

As described in more detail below, in 2019, revenue decreased $336.5 million, or 2.2%, compared to 2018.

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.

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.

We monitor economic conditions closely, as well as client revenue levels and other factors and, in response to reductions in our client revenue, if necessary, we will take actions available to us to align our cost structure and manage our working capital.

We believe that our key client matrix organization structure approach to collaboration and integration of our services and solutions 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 2020 and over the long term to be in excess of the weighted average nominal GDP growth in our major markets.

We expect to continue to identify acquisition opportunities intended to build upon the core capabilities of our strategic disciplines and business platforms, expand our operations in high-growth and emerging markets and enhance our capabilities to leverage new technologies that are being used by marketers today.

In North America, improved organic growth in the United States and Canada was substantially offset by a decrease in revenue resulting from disposition activity in the United States and the weakening of the Canadian Dollar against the U.S. Dollar.

Organic revenue growth in the United States was led by our advertising and media, CRM Consumer Experience and healthcare businesses, and was partially offset by a decrease in organic revenue growth primarily in our CRM Execution & Support businesses.

In Europe, modest organic growth in the region, especially in the U.K. and Spain, was offset by the weakening of substantially all currencies in the region against the U.S. Dollar, disposition activity and negative performance in France.

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.

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

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.

The net decrease in operating expenses of $29.0 million in 2018 related to the net gain on disposition of subsidiaries partially offset by the charges for the repositioning actions, increased both operating margin and EBITA margin for 2018 by 0.2%.

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 income in 2019 increased $3.1 million year-over-year to $60.3 million due to higher cash balances at our treasury centers.

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.

Net income - Omnicom Group Inc. in 2019 increased, due to the factors described above, $12.7 million, or 1.0%, to $1,339.1 million from $1,326.4 million in 2018.

The net gain on disposition of subsidiaries and repositioning 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. in 2018 by $0.08, and Non-GAAP diluted net income per share - Omnicom Group Inc. increased 5.4% in 2019 compared to 2018 adjusted for these items.

We have made and expect to continue to make selective acquisitions.

While our businesses in Europe had improved performance as of June 30, 2019, the continuing uncertain economic and political conditions in the E.U. were further complicated by the United Kingdom's ongoing negotiations with the European Council to withdraw from the E.U. During the first half of 2019, weakness in certain Latin American economies had the potential to affect our near-term performance in that region.

We considered the effect of these conditions in our annual impairment test.

Subsequent to the annual impairment test at June 30, 2019 and considering our operating performance in the second half of the year, there were no events or circumstances that triggered the need for an interim impairment test.

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.

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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.

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

[added: 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: 2019] [added: 2020] was not significant.

In [removed: 2019,] [added: 2020,] our international operations represented approximately [removed: 46%] [added: 45%] of our revenue.

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

To manage this risk, at December 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] we had outstanding forward foreign exchange contracts with an aggregate notional amount of [removed: $284.2] [added: $169.6] million and [removed: $86.1] [added: $284.2] million, respectively.

At December 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] the net fair value of the forward foreign contracts was not material (see Note 20 to the consolidated financial statements).

[removed: As a result of the settlement,] [added: At December 31, 2020,] our long-term debt [removed: portfolio] consists entirely of [removed: fixed rate] [added: fixed-rate] debt.

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 [removed: 3.0%] [added: 3.4%] of revenue in [removed: 2019.][added: 2020.]

Based on the results of the model, we estimate with

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

The proliferation of media channels, including the rapid development and integration of interactive technologies and [removed: mediums,] [added: media,] has fragmented consumer audiences targeted by our clients.

Certain business trends [removed: have] [added: had] positively impacted our business and industry.

Our [removed: over-arching] [added: overarching] strategy is to continue to use our virtual client networks to grow our business relationships with our largest clients by serving them across our networks, disciplines and geographies.

The various components of our business, including revenue by discipline and geographic area, and material factors that affected us in [removed: 2019] [added: 2020] are discussed in [removed: Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” or MD&A, of this report.][added: the MD&A.]

None of our acquisitions or dispositions, individually or in the aggregate, was material to our results of operations or financial position in the three years ended December 31, [removed: 2019.][added: 2020.]

For information about our [removed: acquisitions,] [added: acquisitions and dispositions,] see [removed: Note] [added: MD&A - *Acquisitions and Goodwill* and Notes] 5 [added: and 13, respectively,] to the consolidated financial statements.

In many cases, multiple agencies or networks serve different [removed: brand,] [added: brands,] product groups or both within the same client.

[removed: For example, in 2019 our largest client represented 3.0% of revenue and was served by more than 210 of our agencies and our] [added: Our] 100 largest clients, [removed: which represent] many of [added: which represent] the [removed: world's major] [added: largest global] marketers, represented approximately [removed: 51%] [added: 54%] of revenue and were each served, on average, by more than [removed: 60] [added: 50] of our agencies.

At December 31, [removed: 2019,] [added: 2020,] we employed approximately [removed: 70,000] [added: 64,100] people worldwide.

At [removed: January 30, 2020,] [added: February 11, 2021,] our executive officers were:

| John D. Wren | | | Chairman of the Board and Chief Executive Officer | | | [removed: 67] [added: 68] | | |

| Philip J. Angelastro | | | Executive Vice President and Chief Financial Officer | | | [removed: 55] [added: 56] | | |

| Michael J. O’Brien | | | [removed: Senior] [added: Executive] Vice President, General Counsel and Secretary | | | [removed: 58] [added: 59] | | |

| Andrew L. Castellaneta | | | Senior Vice President, Chief Accounting Officer | | | [removed: 61] [added: 62] | | |

| Peter L. Swiecicki | | | Senior Vice President, Finance and Controller | | | [removed: 61] [added: 62] | | |

| Rochelle M. Tarlowe | | | Senior Vice President and Treasurer | | | [removed: 49] [added: 50] | | |

| Jonathan B. Nelson | | | CEO, Omnicom Digital | | | [removed: 52] [added: 53] | | |

Additional information about our directors and executive officers will appear in our definitive proxy statement, which is expected to be filed with the United States Securities and Exchange Commission, or SEC, by [removed: April 9, 2020.][added: March 25, 2021.]

As discussed below, in 2020 the COVID-19 pandemic negatively impacted our business.

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

Efforts to mitigate the impact of the pandemic, including government actions to restrict travel, limit public gatherings, shelter-in-place orders and mandatory closures of businesses, resulted in many of our clients reducing or suspending their spending for our advertising, marketing and corporate communication services.

As a result, for the year ended December 31, 2020, revenue decreased 11.9%, compared to 2019, primarily due to the impact of the COVID-19 pandemic.

We anticipate that the negative impact from the pandemic on our revenue will continue through the first quarter of 2021 as compared to the prior year period.

However, we expect organic revenue growth for the first half of 2021.

The impact of the COVID-19 pandemic on our revenue has been, and may continue to be, material, depending on several factors, including the potential for prolonged or additional governmental actions to mitigate the effects of the pandemic.

It is possible that the COVID-19 pandemic will accelerate certain trends that began pre-pandemic, particularly those relating to online commerce, brand building and how we deploy our personnel.

We expect that some of these trends will benefit our agencies and provide revenue growth opportunities, as well as increasing flexibility with respect to our use of physical locations and our cost structure, but some trends may negatively affect us including potential disruption by new participants and technologies (see Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” or MD&A, of this report).

We continually evaluate our portfolio of businesses to identify areas for investment and acquisition opportunities, as well as to identify non-strategic or underperforming businesses for disposition.

For example, in 2020 our largest client represented 3.4% of revenue and was served by more than 110 of our agencies.

Government Regulations

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

Compliance with these laws and regulations in the normal course of business did not have a material effect on our business, results of operations or financial position.

Additional information regarding the impact of government regulations on our business is included in Item 1A.

Risk Factors under the heading Regulatory Risks.

Human Capital Resources

Our employees are our most important assets.

We believe a critical component to our success depends on the ability to attract, develop and retain key personnel.

Recognizing the importance of this core competency, we support and develop our employees through training and development programs that build and strengthen employees’ leadership and professional skills.

Human capital management strategies are developed collectively by senior management, including the management teams of the Company’s networks and practice areas, and are overseen by the Company’s Board of Directors.

We are committed to efforts that ensure that the workplace is equitable, ethical, fosters an inclusive work environment across our global workforce and respects human rights.

Our human capital management priorities include, among other things, providing competitive wages and benefits, succession planning, promoting diversity and inclusion and adopting codes of conduct and business ethics to be implemented throughout the Company.

The United States, our largest employee base, employed about 20,800 people.

None of our regular employees in the United States is represented by a labor union.

The approximate number of employees in our principal geographic regions were 27,100 in the Americas, 25,800 in Europe, Middle East and Africa, or EMEA, and 11,200 in Asia Pacific.

Certain employees in a few countries outside of the United States, primarily in Europe, are represented by work councils.

Our Employees

Recognizing the importance of this core competency, we have established tailored training and education programs for our client service professionals around this competency.

FOR THE FISCAL YEAR ENDED DECEMBER 31, [removed: 2019][added: 2020]

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding [removed: twelve] [added: 12] months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.

Indicate by check mark whether the registrant has submitted electronically every [removed: interactive data file] [added: Interactive Data File] required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding [removed: twelve] [added: 12] months (or for such shorter period that the registrant was required to submit such files).

The aggregate market value of the voting and non-voting common stock held by non-affiliates as of June 30, [removed: 2019] [added: 2020] was [removed: $17,607,625,000.][added: $11,583,494,559.]

As of [removed: January 30, 2020,] [added: February 11, 2021,] there were [removed: 216,867,679] [added: 215,014,390] 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: 19, 2020] [added: 4, 2021] are incorporated by reference into Part III of this report to the extent described herein.

ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, [removed: 2019][added: 2020]

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

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

| [removed: [Item 1](#3D31242AEE3451789C6ED612C48D5CE1). | | | [Business](#i_0_16)] [added: Item 1.] | | | [removed: [1](#i_0_16)] [added: [Business](#ib6596935a15c4bddae0692a3c3f81990_16)] | | | [added: [1](#ib6596935a15c4bddae0692a3c3f81990_16)] | | |

| [removed: [Item 1A.](#5EF0081EE8F25BA1B3C6EEA68B2ED525)] [added: Item 1A.] | | | [Risk [removed: Factors](#i_0_19) | | | [3](#i_0_19)] [added: Factors](#ib6596935a15c4bddae0692a3c3f81990_19)] | | | [added: [3](#ib6596935a15c4bddae0692a3c3f81990_19)] | | |

| [removed: [Item 1B.](#04FA140E63B35058B91982FA58826672)] [added: Item 1B.] | | | [Unresolved Staff [removed: Comments](#i_0_22) | | | [5](#i_0_22)] [added: Comments](#ib6596935a15c4bddae0692a3c3f81990_22)] | | | [added: [6](#ib6596935a15c4bddae0692a3c3f81990_22)] | | |

| [removed: [Item 2.](#0D4E049A67F75413ACA39D359872C1D1) | | | [Properties](#i_0_25)] [added: Item 2.] | | | [removed: [5](#i_0_25)] [added: [Properties](#ib6596935a15c4bddae0692a3c3f81990_25)] | | | [added: [6](#ib6596935a15c4bddae0692a3c3f81990_25)] | | |

| [removed: [Item 3.](#45AD39ED00985CA08DA79E8E9D410AC3)] [added: Item 3.] | | | [Legal [removed: Proceedings](#i_0_28) | | | [5](#i_0_28)] [added: Proceedings](#ib6596935a15c4bddae0692a3c3f81990_28)] | | | [added: [6](#ib6596935a15c4bddae0692a3c3f81990_28)] | | |

| [Item [removed: 4.](#i_0_31)] [added: 4.](#ib6596935a15c4bddae0692a3c3f81990_31)] | | | [Mine Safety [removed: Disclosures](#i_0_31) | | | [6](#i_0_31)] [added: Disclosures](#ib6596935a15c4bddae0692a3c3f81990_31)] | | | [added: [6](#ib6596935a15c4bddae0692a3c3f81990_31)] | | |

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

| [removed: [Item 5.](#CC27B62E1A405C76B1BF35A6EC7A67B4)] [added: Item 5.] | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i_0_37) | | | [6](#i_0_37)] [added: Securities](#ib6596935a15c4bddae0692a3c3f81990_37)] | | | [added: [7](#ib6596935a15c4bddae0692a3c3f81990_37)] | | |

| [removed: [Item 7.](#754714B9B6AA54D7B9F24133E4BBA205)] [added: Item 7.] | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i_0_43) | | | [7](#i_0_43)] [added: Operations](#ib6596935a15c4bddae0692a3c3f81990_43)] | | | [added: [7](#ib6596935a15c4bddae0692a3c3f81990_43)] | | |

| [removed: [Item 7A.](#056A42AFE37B5D07BCF4827DDDA057A2)] [added: Item 7A.] | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i_0_64) | | | [26](#i_0_64)] [added: Risk](#ib6596935a15c4bddae0692a3c3f81990_64)] | | | [added: [28](#ib6596935a15c4bddae0692a3c3f81990_64)] | | |

| [removed: [Item 8.](#8CF03075DEBC5C2BA130A5A949FF6900)] [added: Item 8.] | | | [Financial Statements and Supplementary [removed: Data](#i_0_67) | | | [27](#i_0_67)] [added: Data](#ib6596935a15c4bddae0692a3c3f81990_67)] | | | [added: [29](#ib6596935a15c4bddae0692a3c3f81990_67)] | | |

| [removed: [Item 9.](#FF55DDF9CE095E13913CF31999077252)] [added: Item 9.] | | | [Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#i_0_70) | | | [27](#i_0_70)] [added: Disclosure](#ib6596935a15c4bddae0692a3c3f81990_70)] | | | [added: [29](#ib6596935a15c4bddae0692a3c3f81990_70)] | | |

| [removed: [Item 9A.](#7D20557A360A5878B4D2682AF9E59A57)] [added: Item 9A.] | | | [Controls and [removed: Procedures](#i_0_73) | | | [27](#i_0_73)] [added: Procedures](#ib6596935a15c4bddae0692a3c3f81990_73)] | | | [added: [29](#ib6596935a15c4bddae0692a3c3f81990_73)] | | |

| [removed: [Item 9B.](#9FE93FBF3B205E938DBA909B6BCB46DA)] [added: Item 9B.] | | | [Other [removed: Information](#i_0_76) | | | [28](#i_0_76)] [added: Information](#ib6596935a15c4bddae0692a3c3f81990_76)] | | | [added: [29](#ib6596935a15c4bddae0692a3c3f81990_76)] | | |

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

| [Item [removed: 10.](#i_0_82)] [added: 10.](#ib6596935a15c4bddae0692a3c3f81990_82)] | | | [Directors, Executive Officers and Corporate [removed: Governance](#i_0_82) | | | [29](#i_0_100)] [added: Governance](#ib6596935a15c4bddae0692a3c3f81990_82)] | | | [added: [30](#ib6596935a15c4bddae0692a3c3f81990_100)] | | |

| [Item [removed: 11.](#i_0_85)] [added: 11.](#ib6596935a15c4bddae0692a3c3f81990_85)] | | | [Executive [removed: Compensation](#i_0_85) | | | [29](#i_0_100)] [added: Compensation](#ib6596935a15c4bddae0692a3c3f81990_85)] | | | [added: [30](#ib6596935a15c4bddae0692a3c3f81990_100)] | | |

| [Item [removed: 12.](#i_0_88)] [added: 12.](#ib6596935a15c4bddae0692a3c3f81990_88)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i_0_88) | | | [29](#i_0_100)] [added: Matters](#ib6596935a15c4bddae0692a3c3f81990_88)] | | | [added: [30](#ib6596935a15c4bddae0692a3c3f81990_100)] | | |

| [Item [removed: 13.](#i_0_91)] [added: 13.](#ib6596935a15c4bddae0692a3c3f81990_91)] | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i_0_91) | | | [29](#i_0_100)] [added: Independence](#ib6596935a15c4bddae0692a3c3f81990_91)] | | | [added: [30](#ib6596935a15c4bddae0692a3c3f81990_100)] | | |

| [Item [removed: 14.](#i_0_94)] [added: 14.](#ib6596935a15c4bddae0692a3c3f81990_94)] | | | [Principal [removed: Accounting Fees] [added: Account](#ib6596935a15c4bddae0692a3c3f81990_94)[ant](#ib6596935a15c4bddae0692a3c3f81990_94) [Fees] and [removed: Services](#i_0_94) | | | [29](#i_0_100)] [added: Services](#ib6596935a15c4bddae0692a3c3f81990_94)] | | | [added: [30](#ib6596935a15c4bddae0692a3c3f81990_100)] | | |

| | | | PART IV | | | | | | [removed: | | |]

| [removed: [Item 15.](#0FBC6511311A57119629FB1E2E71C897)] [added: Item 15.] | | | [removed: [Exhibits, Financial] [added: [Exhibit](#ib6596935a15c4bddae0692a3c3f81990_100) [and](#ib6596935a15c4bddae0692a3c3f81990_100) [Financial] Statement [removed: Schedules](#i_0_100) | | | [29](#i_0_100)] [added: Schedules](#ib6596935a15c4bddae0692a3c3f81990_100)] | | | [added: [30](#ib6596935a15c4bddae0692a3c3f81990_100)] | | |

| [Item [removed: 16.](#i_0_106)] [added: 16.](#ib6596935a15c4bddae0692a3c3f81990_106)] | | | [Form 10-K [removed: Summary](#i_0_106) | | | [31](#i_0_106)] [added: Summary](#ib6596935a15c4bddae0692a3c3f81990_106)] | | | [added: [33](#ib6596935a15c4bddae0692a3c3f81990_106)] | | |

| [removed: [Signatures](#i_0_109) | | |] [added: [Signatures](#ib6596935a15c4bddae0692a3c3f81990_109)] | | | [removed: [32](#i_0_109)] | | | [added: [34](#ib6596935a15c4bddae0692a3c3f81990_109)] | | |

| [Management Report on Internal Control Over Financial [removed: Reporting](#i_0_115) | | |] [added: Reporting](#ib6596935a15c4bddae0692a3c3f81990_115)] | | | | | | [removed: [F](#i_0_115)[\-](#i_0_115)[1](#i_0_115)] [added: [F-](#ib6596935a15c4bddae0692a3c3f81990_115)[1](#ib6596935a15c4bddae0692a3c3f81990_115)] | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#i_0_118) | | |] [added: Firm](#ib6596935a15c4bddae0692a3c3f81990_118)] | | | | | | [removed: [F-](#i_0_118)[2](#i_0_118)] [added: [F-](#ib6596935a15c4bddae0692a3c3f81990_118)[2](#ib6596935a15c4bddae0692a3c3f81990_118)] | | |

| [Consolidated Financial [removed: Statements](#i_0_121) | | |] [added: Statements](#ib6596935a15c4bddae0692a3c3f81990_121)] | | | | | | [removed: [F-](#i_0_121)[4](#i_0_121)] [added: [F-](#ib6596935a15c4bddae0692a3c3f81990_121)[4](#ib6596935a15c4bddae0692a3c3f81990_121)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i_0_142) | | |] [added: Statements](#ib6596935a15c4bddae0692a3c3f81990_136)] | | | | | | [removed: [F-](#i_0_145)[9](#i_0_145)] [added: [F-](#ib6596935a15c4bddae0692a3c3f81990_139)[9](#ib6596935a15c4bddae0692a3c3f81990_139)] | | |

| [Schedule II - Valuation and Qualifying [removed: Accounts](#i_0_232) | | |] [added: Accounts](#ib6596935a15c4bddae0692a3c3f81990_214)] | | | | | | [removed: [S-](#i_0_232)[1](#i_0_232)] [added: [S-](#ib6596935a15c4bddae0692a3c3f81990_214)[1](#ib6596935a15c4bddae0692a3c3f81990_214)] | | |

Factors that could cause actual results to differ materially from those in the forward-looking statements include: [added: the impact of the COVID-19 pandemic,] international, national or local economic conditions that could adversely affect the Company or its clients; losses on media purchases and production costs incurred on behalf of clients; reductions in client spending, a slowdown in client payments and a deterioration in the credit markets; the ability to attract new clients and retain existing clients in the manner anticipated; changes in client advertising, marketing and corporate communications requirements; failure to manage potential conflicts of interest between or among clients; unanticipated changes relating to competitive factors in the advertising, marketing and corporate communications industries; the ability to hire and retain key personnel; currency exchange rate fluctuations; reliance on information technology systems; changes in legislation or governmental regulations affecting the Company or its clients; risks associated with assumptions the Company makes in connection with its critical accounting estimates and legal proceedings; and the Company’s international operations, which are subject to the risks of currency repatriation restrictions, social or political conditions and regulatory environment.

This report is our [removed: 2019] [added: 2020] annual report to shareholders and our [removed: 2019] [added: 2020] Annual Report on Form 10-K, or [removed: 2019] [added: 2020] 10-K.

| 280 Park Avenue, New York, NY | | | | | | 10017 | | |

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

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| | | | | | | | | |

| 437 Madison Avenue, New York, NY | | | | | | 10022 | | |

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

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| [Item 6.](#DEA5D216C12D53308507C0DBE7906175) | | | [Selected Financial Data](#i_0_40) | | | [6](#i_0_40) | | | | | |

| [Selected Quarterly Financial Data](#i_0_229) | | | | | | | | | [F-](#i_0_229)[33](#i_0_229) | | |

Our principal corporate offices are located at [removed: 437 Madison] [added: 280 Park] Avenue, New York, New York; 1055 Washington Boulevard, Stamford, Connecticut and 525 Okeechobee Boulevard, West Palm Beach, Florida.

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

As of [removed: January 30, 2020,] [added: February 11, 2021,] there were [removed: 1,953] [added: 1,930] registered holders of our common stock.

Common stock repurchases during the three months ended December 31, [removed: 2019] [added: 2020] were:

During the three months ended December 31, [removed: 2019,] [added: 2020,] we [removed: purchased 740,556 shares of our common stock in the open market for general corporate purposes and] withheld [removed: 65,989] [added: 56,803] shares from employees to satisfy estimated statutory income tax obligations related to [added: the] vesting of restricted stock [removed: awards and stock option exercises.][added: awards.]

There were no unregistered sales of equity securities during the three months ended December 31, [removed: 2019.][added: 2020.]

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 [removed: April 9, 2020.][added: March 25, 2021.]

| October 1 - October 31, 2020 | | | | | | 51,487 | | | | | | $ | 50.22 | | | | | — | | | | | | — | | |

| November 1 - November 30, 2020 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

| December 1 - December 31, 2020 | | | | | | 5,316 | | | | | | 64.34 | | | | | | — | | | | | | — | | |

| | | | | | | 56,803 | | | | | | $ | 51.54 | | | | | — | | | | | | — | | |

We did not purchase any shares of our common stock in the open market.

| 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 | | | | | — | | | | | | — | | |

Management, including our CEO and CFO, conducted an evaluation of the effectiveness of our disclosure controls and procedures as of December 31, [removed: 2019.][added: 2020.]

Based on that evaluation, our CEO and CFO concluded that, as of December 31, [removed: 2019,] [added: 2020,] 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: 2019] [added: 2020] are appropriate.

Based on that evaluation, our CEO and CFO concluded that our internal control over financial reporting was effective as of December 31, [removed: 2019.][added: 2020.]

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: 2019,] [added: 2020,] dated February [removed: 11, 2020,] [added: 18, 2021,] which is included on page F-2 of this [removed: 2019] [added: 2020] 10-K.

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 Information” and “Additional Information - Shareholder Proposals and Director Nominations for the [removed: 2021] [added: 2022] 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: 2019.][added: 2020.]

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 Year [removed: 2019”] [added: 2020”] and “Item 1 - Election of Directors - Board Policies and Processes - Compensation Committee Interlocks and Insider Participation” in our Proxy Statement.

| | | | [Management Report on Internal Control Over Financial [removed: Reporting](#i_0_115)] [added: Reporting](#ib6596935a15c4bddae0692a3c3f81990_115)] | | | [removed: [F-](#i_0_115)[1](#i_0_115)] [added: [F-](#ib6596935a15c4bddae0692a3c3f81990_115)[1](#ib6596935a15c4bddae0692a3c3f81990_115)] | | |

| | | | [Report of Independent Registered Public Accounting [removed: Firm](#i_0_118)] [added: Firm](#ib6596935a15c4bddae0692a3c3f81990_118)] | | | [removed: [F-](#i_0_118)[2](#i_0_118)] [added: [F-](#ib6596935a15c4bddae0692a3c3f81990_118)[2](#ib6596935a15c4bddae0692a3c3f81990_118)] | | |

| | | | Consolidated Balance Sheets at December 31, [removed: 2019] [added: 2020] and [removed: 2018] [added: 2019] | | | [removed: [F-](#i_0_121)[4](#i_0_121)] [added: [F-](#ib6596935a15c4bddae0692a3c3f81990_121)[4](#ib6596935a15c4bddae0692a3c3f81990_121)] | | |

| | | | Consolidated Statements of [added: Comprehensive] Income for the Three Years Ended December 31, [removed: 2019] [added: 2020] | | | [removed: [F-](#i_0_127)[5](#i_0_127)] [added: [F-](#ib6596935a15c4bddae0692a3c3f81990_127)[6](#ib6596935a15c4bddae0692a3c3f81990_127)] | | |

| | | | Consolidated Statements of [removed: Comprehensive] Income for the Three Years Ended December 31, [removed: 2019] [added: 2020] | | | [removed: [F-](#i_0_130)[6](#i_0_130)] [added: [F-](#ib6596935a15c4bddae0692a3c3f81990_124)[5](#ib6596935a15c4bddae0692a3c3f81990_124)] | | |

| | | | Consolidated Statements of Equity for the Three Years Ended December 31, [removed: 2019] [added: 2020] | | | [removed: [F-](#i_0_133)[7](#i_0_133)] [added: [F-](#ib6596935a15c4bddae0692a3c3f81990_130)[7](#ib6596935a15c4bddae0692a3c3f81990_130)] | | |

| | | | Consolidated Statements of Cash Flows for the Three Years Ended December 31, [removed: 2019] [added: 2020] | | | [removed: [F-](#i_0_139)[8](#i_0_139)] [added: [F-](#ib6596935a15c4bddae0692a3c3f81990_133)[8](#ib6596935a15c4bddae0692a3c3f81990_133)] | | |

| | | | [Notes to Consolidated Financial [removed: Statements](#i_0_142)] [added: Statements](#ib6596935a15c4bddae0692a3c3f81990_136)] | | | [removed: [F-](#i_0_145)[9](#i_0_145)] [added: [F-](#ib6596935a15c4bddae0692a3c3f81990_139)[9](#ib6596935a15c4bddae0692a3c3f81990_139)] | | |

| | | | Schedule II - Valuation and Qualifying Accounts for the Three Years Ended December 31, [removed: 2019] [added: 2020] | | | [removed: [S-](#i_0_232)[1](#i_0_232)] [added: [S-](#ib6596935a15c4bddae0692a3c3f81990_214)[1](#ib6596935a15c4bddae0692a3c3f81990_214)] | | |

| 4.2 | | | [removed: [Second] [added: [Third] Supplemental Indenture to the 2009 Base Indenture, dated as of [removed: August 5, 2010,] [added: 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 [removed: $1 billion 4.45%] [added: $750 million 3.625%] Senior Notes due [removed: 2020] [added: 2022] (Exhibit 4.1 to our Current Report on Form 8-K (File No. 1-10551) dated [removed: August 5, 2010 (“August 5, 2010 8-K”)] [added: April 23, 2012] and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/29989/000089109210003327/e39662ex4_1.htm)] [added: reference).](http://www.sec.gov/Archives/edgar/data/29989/000089109212002269/e48169_ex4-1.htm)] | | |

| [removed: 4.3] [added: 4.4] | | | [removed: [Third] [added: [Fifth] Supplemental Indenture to the 2009 Base Indenture, dated as of [removed: April 23,] [added: August 9,] 2012, 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: $750] [added: $500] million 3.625% Senior Notes due 2022 (Exhibit 4.1 to our Current Report on Form 8-K (File No. 1-10551) dated [removed: April 23,] [added: August 9,] 2012 [added: (“August 9, 2012 8-K”)] and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/29989/000089109212002269/e48169_ex4-1.htm)] [added: reference).](http://www.sec.gov/Archives/edgar/data/29989/000089109212004585/e49489ex4-1.htm)] | | |

| [removed: 4.4] [added: 4.3] | | | [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) | | |

| [removed: 4.5] [added: 4.9] | | | [removed: [Fifth] [added: [Second] Supplemental Indenture to the [removed: 2009] [added: 2014] Base Indenture, dated as of [removed: August 9, 2012,] [added: April 6, 2016,] among Omnicom Group Inc., Omnicom Capital Inc. and Deutsche Bank Trust Company Americas, as trustee, in connection with [removed: our] [added: the] issuance of [removed: $500 million 3.625%] [added: $1.4 billion 3.60%] Senior Notes due [removed: 2022] [added: 2026] (Exhibit 4.1 to our Current Report on Form 8-K (File No. 1-10551) dated [removed: August 9, 2012 (“August 9, 2012] [added: April 6, 2016 (“April 6, 2016] 8-K”) and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/29989/000089109212004585/e49489ex4-1.htm)] [added: reference).](http://www.sec.gov/Archives/edgar/data/29989/000089109216014001/e68986ex4-1.htm)] | | |

| [removed: 4.6] [added: 4.5] | | | [Form of [removed: 4.45%] [added: 3.625%] Notes due [removed: 2020] [added: 2022] (Exhibit 4.2 to the August [removed: 5, 2010] [added: 9, 2012] 8-K and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/29989/000089109210003327/e39662ex4_2.htm)] [added: reference).](http://www.sec.gov/Archives/edgar/data/29989/000089109212004585/e49489ex4-2.htm)] | | |

| [removed: 4.7] [added: 4.8] | | | [Form of [removed: 3.625%] [added: 3.65%] Notes due [removed: 2022 (Exhibit] [added: 2024 (included in Exhibit] 4.2 to the [removed: August 9, 2012] [added: October 29, 2014] 8-K and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/29989/000089109212004585/e49489ex4-2.htm)] [added: reference).](http://www.sec.gov/Archives/edgar/data/29989/000089109214008080/e61206ex4-2.htm)] | | |

| [removed: 4.8] [added: 4.6] | | | [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) | | |

| [removed: 4.9] [added: 4.7] | | | [First Supplemental Indenture to the 2014 Base Indenture, dated as of October 29, 2014, among Omnicom Group Inc., Omnicom Capital Inc. and Deutsche Bank Trust Company Americas, as trustee, in connection with our issuance of $750 million 3.65% Senior Notes due 2024 (Exhibit 4.2 to the October 29, 2014 8-K and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/29989/000089109214008080/e61206ex4-2.htm) | | |

| [removed: 4.10] [added: 4.13] | | | [Form of [removed: 3.65%] [added: 0.80%] Notes due [removed: 2024] [added: 2027] (included in 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)] | | |

| [removed: 4.11] [added: 4.18] | | | [Second Supplemental [removed: Indenture to the 2014 Base] Indenture, dated as of April [removed: 6, 2016,] [added: 1, 2020,] among Omnicom Group Inc., [removed: Omnicom Capital Inc.] [added: as issuer,] and Deutsche Bank Trust Company Americas, as [removed: trustee, in connection with the issuance of $1.4 billion 3.60% Senior Notes due 2026] [added: trustee] (Exhibit 4.1 to our Current Report on Form 8-K (File No. 1-10551) [removed: dated] [added: filed on] April [removed: 6, 2016] [added: 1, 2020] (“April [removed: 6, 2016] [added: 1, 2020] 8-K”) and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/29989/000089109216014001/e68986ex4-1.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/29989/000089109220004922/e9047ex4-1.htm)] | | |

| [removed: 4.12] [added: 4.10] | | | [Form of 3.60% Notes due 2026 (included in Exhibit 4.1 to the April 6, 2016 8-K and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/29989/000089109216014001/e68986ex4-1.htm) | | |

| [removed: 4.13] [added: 4.11] | | | [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) | | |

| [removed: 4.14] [added: 4.12] | | | [First Supplemental Indenture to the 2019 Base Indenture, dated as of July 8, 2019, among Omnicom Finance Holdings plc, as issuer, Omnicom Group Inc. and Omnicom Capital Inc., as guarantors, and Deutsche Bank Trust Company Americas, as trustee, in connection with the issuance of €500 million aggregate principal amount of Senior Notes due 2027 and [removed: €500 million] [added: €](http://www.sec.gov/Archives/edgar/data/29989/000089109219007603/e5820ex4-2.htm)[500](http://www.sec.gov/Archives/edgar/data/29989/000089109219007603/e5820ex4-2.htm) [million] aggregate principal amount of Senior Notes due [removed: 2013 (Exhibit] [added: 20](http://www.sec.gov/Archives/edgar/data/29989/000089109219007603/e5820ex4-2.htm)[31](http://www.sec.gov/Archives/edgar/data/29989/000089109219007603/e5820ex4-2.htm) [(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) | | |

| [removed: 4.15] [added: 4.14] | | | [Form of [removed: 0.80%] [added: 1.40%] Notes due [removed: 2027] [added: 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) | | |

| [removed: 4.16] [added: 4.17] | | | [Form of [removed: 1.40%] [added: 2.450%] Notes due [removed: 2031 (included] [added: 2030 (Included] in Exhibit 4.2 to the [removed: July 8, 2019] [added: February 21, 2020] 8-K and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/29989/000089109219007603/e5820ex4-2.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/29989/000089109220001901/e8442ex4-2.htm)] | | |

| 10.1 | | | [removed: [Amended] [added: [Second Amended] and Restated Five Year Credit Agreement, dated as of [removed: July 31, 2014,] [added: February 14, 2020,] by and among Omnicom Capital Inc., [added: a Connecticut corporation,] Omnicom Finance [removed: plc,] [added: Limited, a private limited company organized under the laws of England and Wales,] Omnicom Group Inc., [added: a New York corporation, any other subsidiary of Omnicom Group Inc. designated for borrowing privileges,] the banks, financial institutions and other institutional lenders and initial issuing banks listed on the signature pages thereof, [removed: Citigroup Global Markets Inc., J.P. Morgan Securities LLC, HSBC Securities (USA) Inc.] [added: Citibank, N.A., JPMorgan Chase Bank, N.A.,] and Wells Fargo Securities, [removed: LLC] [added: LLC,] as lead arrangers and book managers, JPMorgan Chase Bank, [removed: N.A., HSBC Securities (USA) Inc.] [added: N.A.] and Wells Fargo Bank, National Association, as syndication agents, [added: Bank of America, N.A.,] BNP [removed: Paribas] [added: Paribas, Barclays Bank PLC, Deutsche Bank Securities Inc.] and [removed: U.S.] [added: HSBC] Bank [added: USA,] National Association, as documentation agents, and Citibank, N.A., as administrative agent for the lenders (Exhibit 10.1 to our Current Report on Form 8-K (File No. 1-10551) filed on [removed: August 1, 2014] [added: February 19, 2020] and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/29989/000089109214005814/e59888ex10-1.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/29989/000089109220001829/e8397ex10-1.htm)] | | |

| [removed: 10.2] [added: 10.21] | | | [removed: [Director Equity] [added: [Omnicom Group Inc. 2013 Incentive Award] Plan [removed: for Non-employee Directors] (Appendix [removed: B] [added: A] to our Proxy Statement (File No. 1-10551) filed on April [removed: 23, 2004] [added: 11, 2013] and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/29989/000089109204001893/e17407def_14a.txt)] [added: reference).](http://www.sec.gov/Archives/edgar/data/29989/000089109213003247/e53014def14a.htm)] | | |

| [removed: 10.3] [added: 10.6] | | | [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) | | |

| [removed: 10.4] [added: 10.7] | | | 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). | | |

| [removed: 10.5] [added: 10.8] | | | [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) | | |

| [removed: 10.6] [added: 10.9] | | | [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) | | |

| [removed: 10.7] [added: 10.10] | | | [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) | | |

| [removed: 10.8] [added: 10.11] | | | [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) | | |

| [removed: 10.9] [added: 10.12] | | | [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) | | |

| [removed: 10.10] [added: 10.13] | | | [Restricted Stock Unit Deferred Compensation Plan (Exhibit 10.16 to the 2008 10-K and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/29989/000089109209000891/e34339ex10_16.htm) | | |

| [removed: 10.11] [added: 10.14] | | | [Restricted Stock Deferred Compensation Plan (Exhibit 10.17 to the 2008 10-K and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/29989/000089109209000891/e34339ex10_17.htm) | | |

| [removed: 10.12] [added: 10.15] | | | [Amendment No. 1 to the Restricted Stock Deferred Compensation Plan (Exhibit 10.18 to the 2008 10-K and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/29989/000089109209000891/e34339ex10_18.htm) | | |

| [removed: 10.13] [added: 10.16] | | | [Amendment No. 2 to the Restricted Stock Deferred Compensation Plan (Exhibit 10.19 to the 2008 10-K and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/29989/000089109209000891/e34339ex10_19.htm) | | |

| [removed: 10.14] [added: 10.17] | | | [Form of Grant Notice and Option Agreement (Exhibit 10.20 to our Annual Report on Form 10-K (File No. 1-10551) for the year ended December 31, 2010 (“2010 10-K”) and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/29989/000089109211001226/e41307ex10_20.htm) | | |

| [removed: 10.15] [added: 10.18] | | | [Form of Grant Notice and Restricted Stock Agreement (Exhibit 10.21 to 2010 10-K and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/29989/000089109211001226/e41307ex10_21.htm) | | |

| [removed: 10.16] [added: 10.19] | | | [Form of Grant Notice and Restricted Stock Unit Agreement (Exhibit 10.22 to 2010 10-K and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/29989/000089109211001226/e41307ex10_22.htm) | | |

| 4.15 | | | [Base Indenture, dated as of February 21, 2020, among Omnicom Group Inc., as issuer, and Deutsche Bank Trust Company Americas, as trustee (Exhibit 4.1 to our Current Report on Form 8-K (File No. 1-10551) filed on February 21, 2020 ("February 21, 2020 8-K") and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/29989/000089109220001901/e8442ex4-1.htm) | | |

| 4.16 | | | [First Supplemental Indenture, dated as of February 21, 2020, among Omnicom Group Inc., as issuer, and Deutsche Bank Trust Company Americas, as trustee (Exhibit 4.2 to the February 21, 2020 8-K and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/29989/000089109220001901/e8442ex4-2.htm) | | |

| 4.19 | | | [Form of 4.200% Notes due 2030 (Included in Exhibit 4.1 to the April 1, 2020 8-K and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/29989/000089109220004922/e9047ex4-1.htm) | | |

| 4.20 | | | [Description of Securities (Exhibit 4.17 to our Annual Report on Form 10-K (File No. 1-10551) for the year ended December 31, 2019 and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/29989/000002998920000005/a2019q4exhibit417.htm) | | |

| 10.2 | | | [364-Day Credit Agreement, dated as of April 3, 2020, by and among Omnicom Capital Inc., Omnicom Group Inc., the banks, financial institutions and other institutional lenders and initial issuing banks listed on the signature pages thereof, Citibank, N.A., BofA Securities, Inc., Mizuho Bank, Ltd. and U.S. Bank National Association, as joint lead arrangers and joint book managers, Bank of America, N.A., Mizuho Bank, Ltd. and U.S. Bank National Association, as syndication 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 April 6, 2020 and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/29989/000089109220005160/e9156ex10-1.htm) | | |

| 10.3 | | | [Amendment No. 1 to the Credit Agreement, dated October 26, 2020, to the Second Amended and Restated Five Year Credit Agreement, dated as of February 14, 2020, by and among Omnicom Capital Inc., Omnicom Finance Limited, Omnicom Group Inc., any other subsidiary of Omnicom Group Inc. designated for borrowing privileges, the banks, financial institutions and other institutional lenders party thereto, Citibank, N.A., JPMorgan Chase Bank, N.A., and Wells Fargo Securities, LLC, as lead arrangers and book managers, JPMorgan Chase Bank, N.A. and Wells Fargo Bank, National Association, as syndication agents, Bank of America, N.A., BNP Paribas, Barclays Bank PLC, Deutsche Bank Securities Inc. and HSBC Bank USA, National Association, as documentation agents, and Citibank, N.A., as administrative agent for the lenders (Exhibit 10.1 to our Quarterly Report on Form 10-Q (File No. 1-10551) for the quarter ended September 30, 2020 ("September 30, 2020 10-Q") and incorporated herein by reference](http://www.sec.gov/Archives/edgar/data/29989/000002998920000016/a2020q3exhibit101.htm)). | | |

| 10.4 | | | [Amendment No. 1 to the Credit Agreement, dated October 26, 2020, to the 364-Day Credit Agreement, dated as of April 3, 2020, by and among Omnicom Capital Inc., Omnicom Group Inc., the banks, financial institutions and other institutional lenders party thereto, Citibank, N.A., BofA Securities, Inc., Mizuho Bank, Ltd. and U.S. Bank National Association, as joint lead arrangers and joint book managers, Bank of America, N.A., Mizuho Bank, Ltd. and U.S. Bank National Association, as syndication agents, and Citibank, N.A., as administrative agent for the lenders (Exhibit 10.2 to the September 30, 2020 10-Q and incorporated herein by reference](http://www.sec.gov/Archives/edgar/data/29989/000002998920000016/a2020q3exhibit102.htm)[).](http://www.sec.gov/Archives/edgar/data/29989/000002998920000016/a2020q3exhibit102.htm) | | |

| 10.5 | | | [Director Compensation and Director Compensation and Deferred Stock Program Stock Program (Exhibit 10.1 to our Quarterly Report on Form 10-Q (File No. 1-10551) for the quarter ended March 31, 2020 ("March 31, 2020 10-Q") and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/29989/000002998920000007/a2020q1exhibit101.htm) | | |

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| 10.24 | | | [Rochelle Tarlowe employment letter (Exhibit 10.3 to the March 31, 2020 10-Q and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/29989/000002998920000007/a2020q1exhibit103.htm) | | |

| | | | [Selected Quarterly Financial Data (Unaudited)](#i_0_229) | | | [F-](#i_0_229)[33](#i_0_229) | | |

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

| 10.18 | | | [Omnicom Group Inc. 2013 Incentive Award Plan (Appendix A to our Proxy Statement (File No. 1-10551) filed on April 11, 2013 and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/29989/000089109213003247/e53014def14a.htm) | | |

| February [removed: 11, 2020] [added: 18, 2021] | | | BY: | | | /s/ PHILIP J. ANGELASTRO | | |

| /s/ JOHN D. WREN | | | Chairman and Chief Executive Officer and Director (Principal Executive Officer) | | | February [removed: 11, 2020] [added: 18, 2021] | | |

| /s/ PHILIP J. ANGELASTRO | | | Executive Vice President and Chief Financial Officer (Principal Financial Officer) | | | February [removed: 11, 2020] [added: 18, 2021] | | |

| /s/ ANDREW L. CASTELLANETA | | | Senior Vice President, Chief Accounting Officer (Principal Accounting Officer) | | | February [removed: 11, 2020] [added: 18, 2021] | | |

| /s/ MARY C. CHOKSI | | | Director | | | February [removed: 11, 2020] [added: 18, 2021] | | |

| /s/ LEONARD S. COLEMAN, JR. | | | Director | | | February [removed: 11, 2020] [added: 18, 2021] | | |

| /s/ SUSAN S. DENISON | | | Director | | | February [removed: 11, 2020] [added: 18, 2021] | | |

| /s/ RONNIE S. HAWKINS | | | Director | | | February [removed: 11, 2020] [added: 18, 2021] | | |

| /s/ DEBORAH J. KISSIRE | | | Director | | | February [removed: 11, 2020] [added: 18, 2021] | | |

| /s/ GRACIA C. MARTORE | | | Director | | | February [removed: 11, 2020] [added: 18, 2021] | | |

| /s/ LINDA JOHNSON RICE | | | Director | | | February [removed: 11, 2020] [added: 18, 2021] | | |

| /s/ VALERIE M. WILLIAMS | | | Director | | | February [removed: 11, 2020] [added: 18, 2021] | | |

Based on that evaluation, our CEO and CFO concluded that our internal control over financial reporting was effective as of December 31, [removed: 2019.][added: 2020.]

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: 2019,] [added: 2020,] dated February [removed: 11, 2020.][added: 18, 2021.]

The Board of Directors of Omnicom has an Audit Committee comprised of [removed: five] [added: four] independent directors.

We have audited the accompanying consolidated balance sheets of Omnicom Group Inc. and subsidiaries (the Company) as of December 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] the related consolidated statements of income, comprehensive income, equity, and cash flows for each of the years in the three-year period ended December 31, [removed: 2019,] [added: 2020,] and the related notes and financial statement schedule II (collectively, the consolidated financial statements).

We also have audited the Company’s internal control over financial reporting as of December 31, [removed: 2019,] [added: 2020,] based on criteria established in *Internal Control - Integrated Framework* *(2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, [removed: 2019,] [added: 2020,] in conformity with U.S. generally accepted accounting principles.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2019,] [added: 2020,] based on criteria established in *Internal Control -* *Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

As discussed in Note [removed: 1] [added: 16] 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*.

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 [removed: judgment.][added: judgments.]

Consolidated revenues across all disciplines and global economic markets was [removed: $14,953.7] [added: $13,171.1] million for the year-ended December 31, [removed: 2019.][added: 2020.]

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 [removed: is] [added: was] recorded.

The [added: following are the] primary procedures we performed to address this critical audit [removed: matter included the following.][added: matter.]

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

We evaluated the [removed: overall] sufficiency of audit evidence obtained [added: by assessing the results of procedures performed] over revenue recognition.

| | | | December 31, | | | | | | | | | [removed: | | | | | |]

| | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2018] [added: 2019] | | | | | | [added: 2018] | | |

| ASSETS | | | | | | | | | | | | [removed: | | | | | |]

| Current Assets: | | | | | | | | | | | | [removed: | | | | | |]

| Cash and cash equivalents | | | $ | [removed: 4,305.7] [added: 5,600.5] | | | | | $ | [removed: 3,652.4 | | | | | |] [added: 4,305.7] | |

| Short-term investments, at cost | | | [removed: 3.6 | | | | | | 5.5] [added: —] | | | | | | [added: 3.6] | | |

| Accounts receivable, net of allowance for doubtful accounts of [removed: $21.5] [added: $30.4] and [removed: $26.8 | | | 7,829.0 | | |] [added: $21.5] | | | [removed: 7,666.1] [added: 7,813.4] | | | | | | [added: 7,829.0] | | |

| Work in process | | | [removed: 1,257.6 | | | | | | 1,161.5] [added: 1,101.2] | | | | | | [added: 1,257.6] | | |

| Other current assets | | | [removed: 1,188.8 | | | | | | 1,241.4] [added: 1,075.0] | | | | | | [added: 1,188.8] | | |

| Total Current Assets | | | [removed: 14,584.7 | | | | | | 13,726.9] [added: 15,590.1] | | | | | | [added: 14,584.7] | | |

| Property and Equipment at cost, less accumulated depreciation of [removed: $1,142.8] [added: $1,156.7] and [removed: $1,185.0 | | | 663.4 | | |] [added: $1,142.8] | | | [removed: 694.4] [added: 585.2] | | | | | | [added: 663.4] | | |

| Operating Lease Right-Of-Use Assets | | | [removed: 1,398.3 | | | | | | —] [added: 1,223.4] | | | | | | [added: 1,398.3] | | |

| Equity Method Investments | | | [removed: 106.8 | | | | | | 120.9] [added: 85.3] | | | | | | [added: 106.8] | | |

| Goodwill | | | [removed: 9,440.5 | | | | | | 9,384.3] [added: 9,609.7] | | | | | | [added: 9,440.5] | | |

February 18, 2021

| | | | 2020 | | | | | | 2019 | | |

| COVID-19 repositioning costs | | | 277.9 | | | | | | — | | | | | | — | | |

| Net income | | | $ | 1,020.8 | | | | | $ | 1,435.9 | | | | | $ | 1,440.5 | |

| Share-based compensation | | | 70.8 | | | | | | 72.5 | | | | | | 70.5 | | |

| COVID-19 repositioning costs | | | 277.9 | | | | | | — | | | | | | — | | |

Risks and Uncertainties

Impact of the COVID-19 Pandemic on our Business

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

Efforts to mitigate the impact of the pandemic, including government actions to restrict travel, limit public gatherings, shelter-in-place orders and mandatory closures of businesses, resulted in many of our clients reducing or suspending their spending for our advertising, marketing and corporate communication services.

As a result, for the year ended December 31, 2020, revenue decreased $1,782.6 million, or 11.9%, compared to 2019, primarily due to the impact of the COVID-19 pandemic.

The impact of the COVID-19 pandemic on our revenue has been, and may continue to be, material, depending on several factors, including the potential for prolonged or additional governmental actions to mitigate the effects of the pandemic in the near-term, and the intermediate and long-term impact on marketers' spending plans.

In response to the impact of the COVID-19 pandemic, in the second quarter of 2020, we took actions to align our cost structure and reduce our workforce and facility requirements and continued the review of businesses for disposal and assets for impairment.

As a result, we recorded a pre-tax charge of $277.9 million, which is comprised of incremental severance of $150.0 million, real estate operating lease right-of-use, or ROU, asset and other asset impairment charges of $55.8 million, other exit costs of $47.0 million and dispositions and other charges of $25.1 million.

In addition, during 2020 we reduced salary and service costs by $162.6 million related to reimbursements and tax credits under government programs in several countries, including the Coronavirus Aid, Relief, and Economic Security Act, or the CARES Act, in the United States, the Kurzarbeit program in Germany, and other government reimbursement programs in the U.K., France, Canada and other jurisdictions.

The COVID-19 pandemic negatively impacted most of our clients' businesses.

As a result, clients have cut costs, including postponing or reducing marketing communication expenditures.

While certain industries such as healthcare and pharmaceuticals, technology and telecommunications, financial services and consumer products have been less affected, as long as the COVID-19 pandemic remains a threat, global economic conditions continue to be volatile and such uncertainty cuts across all clients, industries and geographies.

Overall, while we have a diversified portfolio of service offerings, clients and geographies, demand for our services can be expected to continue to be adversely affected as marketers reduce expenditures in the short term due to the uncertain impact of the pandemic on the global economy.

We expect global economic performance and our performance to vary by geography until the impact of the COVID-19 pandemic on the global economy moderates.

Although we have experienced a decrease in our cash flow from operating activities, we took numerous proactive steps to strengthen our liquidity and financial position that are intended to mitigate the potential impact of the COVID-19 pandemic on our liquidity.

In February 2020, we issued $600 million 2.45% Senior Notes due April 30, 2030, or the 2.45% Notes.

As a result, we have no notes maturing until May 2022.

In April 2020, we issued $600 million of 4.20% Senior Notes due June 1, 2030, or the 4.20% Notes, and we entered into a new $400 million 364 day revolving credit facility, or the 364 Day Credit Facility.

The 364 Day Credit Facility is in addition to our existing $2.5 billion multi-currency revolving credit facility, or Credit Facility, which we extended to mature in February 2025.

In addition, in March 2020, we suspended our share repurchase activity.

The impact on the global economy and resulting decline in the price of our common stock was determined to be a trigger event in the first quarter of 2020 that required us to perform a review of our long-lived assets for impairment, primarily related to goodwill, amortizable intangible assets and equity method investments.

We updated our review in June 2020, and the result of the review of intangible assets and goodwill is discussed in Note 5.

In the second quarter of 2020, we disposed of one of our equity method investments and recognized a non-cash after-tax charge of $3.9 million.

In the fourth quarter of 2020 we recorded asset impairment charges of $55.8 million associated with underperforming assets, which is included in salary and service costs.

The impact of these actions on operating profit and income (loss) from equity method investments was (in millions):

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| | | | Operating Profit | | | | | | Income (Loss) from Equity Method Investments | | |

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| /s/ ALAN R. BATKIN | | | Director | | | February 11, 2020 | | |

| Alan R. Batkin | | | | | | | | |

| /s/ ROBERT CHARLES CLARK | | | Director | | | February 11, 2020 | | |

| Robert Charles Clark | | | | | | | | |

February 11, 2020

OMNICOM GROUP INC. AND SUBSIDIARIES

(In millions, except per share amounts)

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

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Unrealized gain for the period | | | — | | | | | | — | | | | | | 0.8 | | | | | | | | | | | | | | |

| Income tax effect | | | — | | | | | | — | | | | | | (0.3) | | | | | | | | | | | | | | |

| | | | — | | | | | | 0.3 | | | | | | 0.5 | | | | | | | | | | | | | | |

| Cumulative effect of accounting changes | | | — | | | | | | 0.4 | | | | | | — | | | | | | | | | | | | | | |

Adoption of ASC 842

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

As a result, the consolidated balance sheet prior to January 1, 2019 was not restated, continues to be reported under ASC Topic 840, *Leases*, or ASC 840, which did not require the recognition of operating lease liabilities on the balance sheet, and is not comparative.

All leases are classified as either operating leases or finance leases.

The lease classification affects the expense recognition in the income statement.

Operating lease charges are recorded entirely in operating expenses.

Finance lease charges are split, where amortization of the ROU asset is recorded in operating expenses and an implied interest component is recorded in interest expense.

The expense recognition for operating leases and finance leases under ASC 842 is substantially consistent with ASC 840.

As a result, there is no significant difference in our results of operations presented in our consolidated income statement and consolidated statement of comprehensive income for each period presented.

We adopted ASC 842 using a modified retrospective approach for all leases existing at January 1, 2019.

The adoption had a substantial impact on our balance sheet.

The most significant impact was the recognition of the operating lease ROU assets and the operating lease liability.

The accounting for finance leases (capital leases) was substantially unchanged.

Accordingly, upon adoption, leases that were classified as operating leases under ASC 840 were classified as operating leases under ASC 842, and we recorded an adjustment of $1,490.1 million to operating lease ROU assets and the related lease liability.

The lease liability is based on the present value of the remaining lease payments, determined under ASC 840, discounted using our secured incremental borrowing rate at the effective date of January 1, 2019, using the original lease term as the tenor.

As permitted under ASC 842, we elected several practical expedients that permit us to not reassess (1) whether a contract is or contains a lease, (2) the classification of existing leases, and (3) whether previously capitalized costs continue to qualify as initial indirect costs.

The application of the practical expedients did not have a significant impact on the measurement of the operating lease liability.

The impact of the adoption of ASC 842 on the balance sheet at December 31, 2018 was (in millions):

| | | | As Reported December 31, 2018 | | | | | | Adoption of ASC 842 Increase (Decrease) | | | | | | Balance January 1, 2019 | | |

| Other current assets | | | $ | 1,241.4 | | | | | $ | (29.2) | | | | | $ | 1,212.2 | |

| Operating lease ROU assets | | | — | | | | | | 1,306.5 | | | | | | 1,306.5 | | |

| Total assets | | | 24,617.0 | | | | | | 1,277.3 | | | | | | 25,894.3 | | |

| Other current liabilities | | | 1,958.6 | | | | | | 172.5 | | | | | | 2,131.1 | | |

| Long-term liabilities | | | 1,197.8 | | | | | | (153.7) | | | | | | 1,044.1 | | |

| Total liabilities and equity | | | 24,617.0 | | | | | | 1,277.3 | | | | | | 25,894.3 | | |

On January 1, 2019, we adopted ASU 2018-02, *Income Statement - Reporting Comprehensive Income: Reclassification of Certain Tax effects from Accumulated Other Comprehensive Income*, or ASU 2018-02, which required the reclassification from accumulated other comprehensive income to retained earnings for the stranded tax effects arising from the change in the reduction of the U.S. federal statutory income tax rate to 21% from 35%.

The following selected financial data should be read in conjunction with our consolidated financial statements and related notes that begin on page F-1 of this report, as well as the MD&A.

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

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

| Revenue | | | $ | 14,953.7 | | | | | $ | 15,290.2 | | | | | $ | 15,273.6 | | | | | $ | 15,416.9 | | | | | $ | 15,134.4 | | | | | | | | | | | | | | | | | | | | | | | | | |

| Operating Profit | | | 2,122.3 | | | | | | 2,133.5 | | | | | | 2,083.8 | | | | | | 2,030.5 | | | | | | 1,920.1 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Net Income - Omnicom Group Inc. | | | 1,339.1 | | | | | | 1,326.4 | | | | | | 1,088.4 | | | | | | 1,148.6 | | | | | | 1,093.9 | | | | | | | | | | | | | | | | | | | | | | | | | | |

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

| Basic | | | 6.09 | | | | | | 5.85 | | | | | | 4.68 | | | | | | 4.80 | | | | | | 4.43 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Diluted | | | 6.06 | | | | | | 5.83 | | | | | | 4.65 | | | | | | 4.78 | | | | | | 4.41 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Dividends Declared Per Common Share | | | 2.60 | | | | | | 2.40 | | | | | | 2.25 | | | | | | 2.15 | | | | | | 2.00 | | | | | | | | | | | | | | | | | | | | | | | | | | |

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| December 31, (in millions): | | | 2019 | | | | | | 2018 | | | | | | 2017 | | | | | | 2016 | | | | | | 2015 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Cash and cash equivalents and short-term investments | | | $ | 4,309.3 | | | | | $ | 3,657.9 | | | | | $ | 3,796.4 | | | | | $ | 3,022.8 | | | | | $ | 2,619.7 | | | | | | | | | | | | | | | | | | | | | | | | | |

| Total assets | | | 26,783.4 | | | | | | 24,617.0 | | | | | | 24,931.2 | | | | | | 23,165.4 | | | | | | 22,110.7 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Long-term debt, including current portion | | | 5,134.3 | | | | | | 4,883.7 | | | | | | 4,912.9 | | | | | | 4,920.6 | | | | | | 4,565.6 | | | | | | | | | | | | | | | | | | | | | | | | | | |

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

| Long-term liabilities | | | 1,006.8 | | | | | | 1,197.8 | | | | | | 1,091.2 | | | | | | 892.3 | | | | | | 800.5 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Total shareholders’ equity | | | 2,853.9 | | | | | | 2,547.1 | | | | | | 2,615.1 | | | | | | 2,162.0 | | | | | | 2,452.4 | | | | | | | | | | | | | | | | | | | | | | | | | | |

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.

On January 1, 2018, we adopted ASC Topic 606 *Revenue from Contracts with Customers,* or ASC 606.

The adoption of ASC 606 reduced revenue and operating profit in 2018 by $146.1 million and $6.6 million, respectively.

In 2017, the Tax Cuts and Jobs Act, or Tax Act, reduced net income - Omnicom Group Inc. See Note 11 to the consolidated financial statements for additional information regarding the impact of the Tax Act on income tax expense.