SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________

☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED ~~JUNE 30, 2019~~MARCH 31, 2020

Commission File Number: 1-10551

(Exact name of registrant as specified in its charter)

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

_________________________

As of ~~July 10, 2019,~~April 17, 2020, there were ~~217,523,691~~214,282,876 shares of Omnicom Group Inc. Common Stock outstanding.

QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED ~~JUNE 30, 2019~~MARCH 31, 2020



PART I.	FINANCIAL INFORMATION	Page
Item 1.	Financial Statements
	Consolidated Balance Sheets - ~~June 30, 2019~~March 31, 2020 and December 31, ~~2018~~2019	1
	Consolidated Statements of Income - Three ~~and Six~~ Months Ended ~~June 30,~~March 31, 2020 and 2019 ~~and 2018~~	2
	Consolidated Statements of Comprehensive Income (Loss) - Three ~~and Six~~ Months Ended ~~June 30,~~March 31, 2020 and 2019 ~~and 2018~~	3
	Consolidated Statements of Equity - Three ~~and Six~~ Months Ended ~~June 30,~~March 31, 2020 and 2019	4
	~~Consolidated Statements of Equity - Three and Six Months Ended June 30, 2018~~	5

	Consolidated Statements of Cash Flows - ~~Six~~Three Months Ended ~~June 30,~~March 31, 2020 and 2019 ~~and 2018~~	65
	Notes to ~~Consolidated~~Consolidated Financial Statements	76
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1815
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3525
Item 4.	Controls and Procedures	3526

PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	~~Legal Proceedings~~27	35
Item 1A.	Risk Factors	~~Risk Factors~~27	35
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3627
Item 6.	Exhibits	36 26

SIGNATURES		3628

FORWARD-LOOKING STATEMENTS

Certain statements in this Quarterly Report on Form 10-Q constitute forward-looking statements, including statements within the meaning of the Private Securities Litigation Reform Act of 1995. In addition, from time to time, the Company or its representatives have made, or may make, forward-looking statements, orally or in writing. These statements may discuss goals, intentions and expectations as to future plans, trends, events, results of operations or financial condition, or otherwise, based on current beliefs of the Company’s management as well as assumptions made by, and information currently available to, the Company’s management. Forward-looking statements may be accompanied by words such as “aim,” “anticipate,” “believe,” “plan,” “could,” “should,” “would,” “estimate,” “expect,” “forecast,” “future,” “guidance,” “intend,” “may,” “will,” “possible,” “potential,” “predict,” “project” or similar words, phrases or expressions. These forward-looking statements are subject to various risks and uncertainties, many of which are outside the Company’s control. Therefore, you should not place undue reliance on such statements. Factors that could cause actual results to differ materially from those in the forward-looking statements include: international, national or local economic conditions that could adversely affect the Company or its ~~clients;~~clients, including those caused by the outbreak of coronavirus disease 2019 (“COVID-19”); 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. ~~The foregoing list of factors is not exhaustive.~~ You should carefully consider the foregoing factors and the other risks and uncertainties that may affect the Company’s business, including those described in Item 1A, “Risk Factors” and Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, ~~2018~~2019 and in Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this report. Except as required under applicable law, the Company does not assume any obligation to update these forward-looking statements.

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

OMNICOM GROUP INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS


	March 31, 2020		December 31, 2019
	(Unaudited)
ASSETS
Current Assets:
Cash and cash equivalents	$	2,692.5	$	4,305.7
Short-term investments, at cost	1.6		3.6
Accounts receivable, net of allowance for doubtful accounts of $21.6 and $21.5	6,690.5		7,829.0
Work in process	1,313.2		1,257.6
Other current assets	1,152.3		1,188.8
Total Current Assets	11,850.1		14,584.7
Property and Equipment at cost, less accumulated depreciation of $1,130.6 and $1,142.8	632.5		663.4
Operating Lease Right-Of-Use Assets	1,355.1		1,398.3
Equity Method Investments	92.7		106.8
Goodwill	9,198.6		9,440.5
Intangible Assets, net of accumulated amortization of $749.4 and $759.2	315.8		338.2
Other Assets	231.1		251.5
TOTAL ASSETS	$	23,675.9	$	26,783.4

LIABILITIES AND EQUITY
Current Liabilities:
Accounts payable	$	9,387.2	$	11,768.4
Customer advances	1,075.7		1,215.3
Current portion of debt	—		602.4
Short-term debt	10.9		10.1
Taxes payable	268.4		252.8
Other current liabilities	2,114.8		2,131.9
Total Current Liabilities	12,857.0		15,980.9
Long-Term Liabilities	966.7		1,006.8
Long-Term Liability - Operating Leases	1,228.4		1,274.7
Long-Term Debt	5,093.4		4,531.9
Deferred Tax Liabilities	401.6		408.1
Commitments and Contingent Liabilities (Note 12)
Temporary Equity - Redeemable Noncontrolling Interests	204.2		207.3
Equity:
Shareholders’ Equity:
Preferred stock	—		—
Common stock	44.6		44.6
Additional paid-in capital	755.8		760.9
Retained earnings	7,924.5		7,806.3
Accumulated other comprehensive income (loss)	(1,528.3)		(1,197.6)
Treasury stock, at cost	(4,749.0)		(4,560.3)
Total Shareholders’ Equity	2,447.6		2,853.9
Noncontrolling interests	477.0		519.8
Total Equity	2,924.6		3,373.7
TOTAL LIABILITIES AND EQUITY	$	23,675.9	$	26,783.4

June 30, 2019 December 31, 2018
(Unaudited)
ASSETS
Current Assets:
Cash and cash equivalents $ 2,898.1
$ 3,652.4
Short-term investments, at cost 5.4
5.5
Accounts receivable, net of allowance for doubtful accounts of $24.9 and $26.8 7,244.9
7,666.1
Work in process 1,363.5
1,161.5
Other current assets 1,290.9
1,241.4
Total Current Assets 12,802.8
13,726.9
Property and Equipment at cost, less accumulated depreciation of $1,143.7 and $1,185.0 679.8
694.4
Operating Lease Right-Of-Use Assets 1,435.3
—
Equity Method Investments 111.7
120.9
Goodwill 9,364.7
9,384.3
Intangible Assets, net of accumulated amortization of $748.2 and $737.4 353.5
382.8
Other Assets 294.3
307.7
TOTAL ASSETS $ 25,042.1
$ 24,617.0
LIABILITIES AND EQUITY
Current Liabilities:
Accounts payable $ 10,445.9
$ 11,464.3
Customer advances 1,094.1
1,159.0
Current portion of debt 899.5
499.6
Short-term debt 608.5
8.1
Taxes payable 123.4
180.6
Other current liabilities 1,896.7
1,958.6
Total Current Liabilities 15,068.1
15,270.2
Long-Term Liabilities 975.1
1,197.8
Long-Term Liability - Operating Leases 1,317.9
—
Long-Term Debt 4,025.9
4,384.1
Deferred Tax Liabilities 438.0
413.7
Commitments and Contingent Liabilities (Note 13)

Temporary Equity - Redeemable Noncontrolling Interests 257.7
244.3
Equity:
Shareholders’ Equity:
Preferred stock —
—
Common stock 44.6
44.6
Additional paid-in capital 726.2
728.8
Retained earnings 7,384.7
7,016.1
Accumulated other comprehensive income (loss) (1,234.9 ) (1,228.5 )
Treasury stock, at cost (4,510.4 ) (4,013.9 )
Total Shareholders’ Equity 2,410.2
2,547.1
Noncontrolling interests 549.2
559.8
Total Equity 2,959.4
3,106.9
TOTAL LIABILITIES AND EQUITY $ 25,042.1
$ 24,617.0

The accompanying notes to the consolidated financial statements are an integral part of these statements.

OMNICOM GROUP INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(In millions, except per share amounts)

~~(Unaudited)~~


	Three Months Ended March 31,
	2020		2019
Revenue	$	3,406.9	$	3,468.9
Operating Expenses:
Salary and service costs	2,533.3		2,567.6
Occupancy and other costs	309.6		309.2
Cost of services	2,842.9		2,876.8
Selling, general and administrative expenses	86.8		103.6
Depreciation and amortization	57.0		59.6
	2,986.7		3,040.0
Operating Profit	420.2		428.9
Interest Expense	58.5		63.0
Interest Income	12.7		17.0
Income Before Income Taxes and Loss From Equity Method Investments	374.4		382.9
Income Tax Expense	97.4		102.7
Loss From Equity Method Investments	(5.3)		(0.5)
Net Income	271.7		279.7
Net Income Attributed To Noncontrolling Interests	13.6		16.5
Net Income - Omnicom Group Inc.	$	258.1	$	263.2
Net Income Per Share - Omnicom Group Inc.:
Basic	$	1.19	$	1.18
Diluted	$	1.19	$	1.17

Three Months Ended June 30, Six Months Ended June 30,
2019 2018 2019 2018
Revenue $ 3,719.8
$ 3,859.6
$ 7,188.7
$ 7,489.2
Operating Expenses:
   Salary and service costs 2,665.2
2,772.9
5,232.8
5,485.7
   Occupancy and other costs 315.4
319.6
624.7
639.9
Cost of services 2,980.6
3,092.5
5,857.5
6,125.6
   Selling, general and administrative expenses 107.7
117.4
211.2
222.9
   Depreciation and amortization 57.8
67.4
117.4
136.8
3,146.1
3,277.3
6,186.1
6,485.3
Operating Profit 573.7
582.3
1,002.6
1,003.9
Interest Expense 66.6
66.4
129.6
128.6
Interest Income 16.4
13.9
33.4
29.3
Income Before Income Taxes and Income From Equity
    Method Investments
523.5
529.8
906.4
904.6
Income Tax Expense 130.6
136.7
233.2
227.7
Income From Equity Method Investments 1.2
1.7
0.7
2.6
Net Income 394.1
394.8
673.9
679.5
Net Income Attributed To Noncontrolling Interests 23.4
30.6
40.0
51.2
Net Income - Omnicom Group Inc. $ 370.7
$ 364.2
$ 633.9
$ 628.3
Net Income Per Share - Omnicom Group Inc.:
Basic $ 1.69
$ 1.61
$ 2.86
$ 2.75
Diluted $ 1.68
$ 1.60
$ 2.85
$ 2.73

Dividends Declared Per Common Share $ 0.65
$ 0.60
$ 1.30
$ 1.20

The accompanying notes to the consolidated financial statements are an integral part of these statements.

OMNICOM GROUP INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)


	Three Months Ended March 31,
	2020		2019
Net Income	$	271.7	$	279.7
Other Comprehensive Income (Loss):
Cash flow hedge:

Amortization of loss included in interest expense	1.3		1.4
Income tax effect	(0.4)		(0.4)
	0.9		1.0
Defined benefit pension plans and postemployment arrangements:

Amortization of prior service cost	1.3		1.3
Amortization of actuarial losses	1.9		0.5
Income tax effect	(1.0)		(0.7)
	2.2		1.1

Foreign currency translation adjustment	(371.1)		31.7

Other Comprehensive Income (Loss)	(368.0)		33.8

Comprehensive Income (Loss)	(96.3)		313.5
Comprehensive Income (Loss) Attributed To Noncontrolling Interests	(23.7)		17.5
Comprehensive Income (Loss) - Omnicom Group Inc.	$	(72.6)	$	296.0

Three Months Ended June 30, Six Months Ended June 30,
2019 2018 2019 2018
Net Income $ 394.1
$ 394.8
$ 673.9
$ 679.5
Other Comprehensive Income:
Cash flow hedge:
Amortization of loss included in interest expense 1.4
1.4
2.8
2.8
Income tax effect (0.4 ) (0.4 ) (0.8 ) (0.8 )
1.0
1.0
2.0
2.0
Defined benefit pension plans and postemployment arrangements:
Amortization of prior service cost 1.3
1.9
2.6
3.9
Amortization of actuarial losses 0.5
2.2
1.0
4.2
Income tax effect (0.9 ) (1.3 ) (1.6 ) (2.4 )
0.9
2.8
2.0
5.7
Available-for-sale securities:
Reclassification —
—
—
0.3
—
—
—
0.3

Foreign currency translation adjustment (18.8 ) (325.8 ) 12.9
(237.1 )

Other Comprehensive Income (16.9 ) (322.0 ) 16.9
(229.1 )

Comprehensive Income 377.2
72.8
690.8
450.4
Comprehensive Income Attributed To Noncontrolling Interests 23.4
0.9
41.0
26.5
Comprehensive Income - Omnicom Group Inc. $ 353.8
$ 71.9
$ 649.8
$ 423.9

The accompanying notes to the consolidated financial statements are an integral part of these statements.

OMNICOM GROUP INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EQUITY

~~Three and Six Months Ended June 30, 2019~~(Unaudited)

(In millions, except per share amounts)

~~(Unaudited)~~


	Three Months Ended March 31,
	2020		2019
Common Stock, shares issued	297.2		297.2

Common Stock, par value	$	44.6	$	44.6

Additional Paid-in Capital:
Beginning Balance	760.9		728.8
(Acquisition) disposition of noncontrolling interests	(7.7)		0.4
Change in temporary equity	(8.2)		(18.2)
Share-based compensation	18.7		16.8
Stock issued, share-based compensation	(7.9)		(9.8)
Ending Balance	755.8		718.0

Retained Earnings:
Beginning Balance	7,806.3		7,016.1
Cumulative effect of accounting changes	—		22.3
Net income	258.1		263.2
Common stock dividends declared	(139.9)		(144.6)
Ending Balance	7,924.5		7,157.0

Accumulated Other Comprehensive Income (Loss):
Beginning Balance	(1,197.6)		(1,228.5)
Cumulative effect of accounting changes	—		(22.3)
Other comprehensive income (loss)	(330.7)		32.8
Ending Balance	(1,528.3)		(1,218.0)

Treasury Stock:
Beginning Balance	(4,560.3)		(4,013.9)
Stock issued, share-based compensation	11.3		11.7
Common stock repurchased	(200.0)		(286.1)
Ending Balance	(4,749.0)		(4,288.3)

Shareholders’ Equity	2,447.6		2,413.3

Noncontrolling Interests:
Beginning Balance	519.8		559.8
Net income	13.6		16.5
Other comprehensive income (loss)	(37.3)		1.0
Dividends to noncontrolling interests	(10.4)		(17.0)
Acquisition of noncontrolling interests	(8.7)		(5.0)
Increase in noncontrolling interests from business combinations	—		1.0
Ending Balance	477.0		556.3

Total Equity	$	2,924.6	$	2,969.6

Dividends Declared Per Common Share	$	0.65	$	0.65

Omnicom Group Inc.
Common Stock
Additional
Paid-in
Capital

Retained
Earnings

Accumulated
Other
Comprehensive
Income (Loss)

Treasury
Stock

Shareholders’
Equity

Noncontrolling
Interests

Total
Equity
Shares Par Value
Balance as of December 31, 2018 297.2
$ 44.6
$ 728.8
$ 7,016.1
$ (1,228.5 ) $ (4,013.9 ) $ 2,547.1
$ 559.8
$ 3,106.9
Cumulative effect of accounting change 22.3
(22.3 ) —
—
—
Net income 263.2
263.2
16.5
279.7
Other comprehensive income (loss) 32.8
32.8
1.0
33.8
Dividends to noncontrolling interests (17.0 ) (17.0 )
Acquisition of noncontrolling interests 0.4
0.4
(5.0 ) (4.6 )
Increase in noncontrolling interests from business combinations 1.0
1.0
Change in temporary equity (18.2 ) (18.2 )
(18.2 )
Common stock dividends declared ($0.65 per share) (144.6 ) (144.6 )

(144.6 )
Share-based compensation 16.8
16.8

16.8
Stock issued, share-based compensation (9.8 ) 11.7
1.9

1.9
Common stock repurchased (286.1 ) (286.1 )

(286.1 )
Balance as of March 31, 2019 297.2
44.6
718.0
7,157.0
(1,218.0 ) (4,288.3 ) 2,413.3
556.3
$ 2,969.6
Net income 370.7
370.7
23.4
394.1
Other comprehensive income (loss) (16.9 ) (16.9 ) —
(16.9 )
Dividends to noncontrolling interests (29.1 ) (29.1 )
Acquisition of noncontrolling interests 1.7
1.7
(1.4 ) 0.3
Increase in noncontrolling interests from business combinations —
—
Change in temporary equity 6.1
6.1
6.1
Common stock dividends declared ($0.65 per share) (143.0 ) (143.0 ) (143.0 )
Share-based compensation 17.5
17.5
17.5
Stock issued, share-based compensation (17.1 ) 19.4
2.3
2.3
Common stock repurchased (241.5 ) (241.5 ) (241.5 )
Balance as of June 30, 2019 297.2
$ 44.6
$ 726.2
$ 7,384.7
$ (1,234.9 ) $ (4,510.4 ) $ 2,410.2
$ 549.2
$ 2,959.4

The accompanying notes to the consolidated financial statements are an integral part of these statements.

OMNICOM GROUP INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF ~~EQUITY~~CASH FLOWS

~~Three and Six Months Ended June 30, 2018~~(Unaudited)

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

~~(Unaudited)~~


	Three Months Ended March 31,
	2020		2019
Cash Flows from Operating Activities:
Net income	$	271.7	$	279.7
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization of right-of-use assets	36.2		38.0
Amortization of intangible assets	20.8		21.6
Amortization of net deferred gain on interest rate swaps	(4.1)		(3.2)
Share-based compensation	18.7		16.8


Other, net	18.7		(12.2)
Use of operating capital	(1,349.2)		(736.3)
Net Cash Used In Operating Activities	(987.2)		(395.6)
Cash Flows from Investing Activities:
Capital expenditures	(26.4)		(27.2)
Acquisition of businesses and interests in affiliates, net of cash acquired	—		(0.7)
Proceeds from disposition of subsidiaries and sale of investments	2.1		64.9
Net Cash (Used In) Provided By Investing Activities	(24.3)		37.0
Cash Flows from Financing Activities:
Proceeds from borrowings	594.0		—
Repayment of debt	(600.0)		—
Change in short-term debt	1.7		587.1
Dividends paid to common shareholders	(141.7)		(134.8)
Repurchases of common stock	(200.0)		(286.1)
Proceeds from stock plans	1.4		2.0
Acquisition of additional noncontrolling interests	(10.4)		(2.7)
Dividends paid to noncontrolling interest shareholders	(10.4)		(17.0)
Payment of contingent purchase price obligations	(1.4)		(3.8)
Other, net	(24.4)		(12.4)
Net Cash (Used In) Provided By Financing Activities	(391.2)		132.3
Effect of foreign exchange rate changes on cash and cash equivalents	(210.5)		23.6

Net Decrease in Cash and Cash Equivalents	(1,613.2)		(202.7)
Cash and Cash Equivalents at the Beginning of Period	4,305.7		3,652.4
Cash and Cash Equivalents at the End of Period	$	2,692.5	$	3,449.7

Omnicom Group Inc.
Common Stock
Additional
Paid-in
Capital

Retained
Earnings

Accumulated
Other
Comprehensive
Income (Loss)

Treasury
Stock

Shareholders’
Equity

Noncontrolling
Interests

Total
Equity
Shares Par Value
Balance as of December 31, 2017 297.2
$ 44.6
$ 828.3
$ 6,210.6
$ (963.0 ) $ (3,505.4 ) $ 2,615.1
$ 537.1
$ 3,152.2
Cumulative effect of accounting changes 23.6
23.6
0.4
24.0
Net income 264.1
264.1
20.6
284.7
Other comprehensive income (loss) 87.9
87.9
5.0
92.9
Dividends to noncontrolling interests (16.3 ) (16.3 )
Acquisition of noncontrolling interests (22.8 ) (22.8 ) (11.7 ) (34.5 )
Increase in noncontrolling interests from business combinations 55.3
55.3
Change in temporary equity 9.1
9.1

9.1
Common stock dividends declared ($0.60 per share) (138.2 ) (138.2 ) (138.2 )
Share-based compensation 17.5
17.5
17.5
Stock issued, share-based compensation 0.9
1.9
2.8
2.8
Common stock repurchased

(232.7 ) (232.7 ) (232.7 )
Balance as of March 31, 2018 297.2
44.6
833.0
6,360.1
(875.1 ) (3,736.2 ) 2,626.4
590.4
3,216.8
Net income 364.2
364.2
30.6
394.8
Other comprehensive income (loss) (292.2 ) (292.2 ) (29.8 ) (322.0 )
Dividends to noncontrolling interests (41.0 ) (41.0 )
Acquisition of noncontrolling interests (15.0 ) (15.0 ) (13.1 ) (28.1 )
Increase in noncontrolling interests from business combinations 0.4
0.4
Change in temporary equity (11.1 ) (11.1 ) (11.1 )
Common stock dividends declared ($0.60 per share) (136.6 ) (136.6 ) (136.6 )
Share-based compensation 17.6
17.6
17.6
Stock issued, share-based compensation (13.0 ) 17.6
4.6
4.6
Common stock repurchased

(236.5 ) (236.5 ) (236.5 )
Balance as of June 30, 2018 297.2
$ 44.6
$ 811.5
$ 6,587.7
$ (1,167.3 ) $ (3,955.1 ) $ 2,321.4
$ 537.5
$ 2,858.9

The accompanying notes to the consolidated financial statements are an integral part of these statements.

~~OMNICOM GROUP INC. AND SUBSIDIARIES~~

~~CONSOLIDATED STATEMENTS OF CASH FLOWS~~

~~The accompanying notes to the consolidated financial statements are an integral part of these statements.~~

OMNICOM GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Presentation of Financial Statements

The terms “Omnicom,” “the Company,” “we,” “our” and “us” each refer to Omnicom Group Inc. and its subsidiaries, unless the context indicates otherwise. The accompanying unaudited consolidated financial statements were prepared in accordance with generally accepted accounting principles in the United States, or U.S. GAAP or GAAP, for interim financial information and Article 10 of Regulation S-X of the Securities and Exchange ~~Commission, or SEC.~~Commission. Accordingly, certain information and footnote disclosure have been condensed or omitted.

In our opinion, the accompanying unaudited consolidated financial statements reflect all adjustments, consisting of normal recurring accruals, considered necessary for a fair presentation, in all material respects, of the information contained herein. These unaudited consolidated financial statements should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, ~~2018,~~2019, or ~~2018~~2019 10-K. Results for the interim periods are not necessarily indicative of results that may be expected for the year.

~~Accounting Changes~~Risks and Uncertainties

~~Except~~Impact Related to COVID-19 Pandemic

The COVID-19 pandemic has significantly impacted the global economy. Public health efforts to mitigate the impact of the pandemic include government actions such as travel restrictions, limitations on public gatherings, shelter in place orders and mandatory closures. These actions have negatively impacted many of our clients' businesses, and in turn, clients have reduced or plan to reduce their demand for our services. As a result, we experienced a reduction in our revenue beginning late in the first quarter of 2020, as compared to the same period in 2019, that is expected to continue for the ~~changes discussed below, Omnicom has consistently applied~~remainder of the ~~accounting policies~~year. Such reductions in revenue could adversely impact our ongoing results of operations and financial position and the effects could be material.

While we expect the pandemic to affect substantially all ~~periods presented~~of our clients, certain industry sectors have been affected more immediately and more significantly than others, including travel, lodging and entertainment, energy and oil and gas, non-essential retail and automotive. Clients in these ~~unaudited consolidated~~industries have already acted to cut costs, including postponing or reducing marketing communication expenditures. While certain industries such as healthcare and pharmaceuticals, technology and telecommunications, financial ~~statements.~~services and consumer products have fared relatively well to date, conditions are volatile and economic 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 decline as marketers reduce expenditures in the short-term due to the uncertain impact of the pandemic on the global economy. As a result of the impact on our business, each of our agencies is in the process of aligning their cost structures, including severance actions and furloughs to reduce the workforce, and tailoring their services and capabilities to changes in client demand.

Although we are likely to experience a decrease in our cash flow from operations, we have recently taken 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. Additionally, 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, expiring in February 2025. Additionally, in March 2020, we suspended our share repurchase activity.

In addition, the impact on the global economy and resulting decline in share prices of common stock, including our share price, was determined to be a trigger event that required us to review our long-lived assets for impairment, primarily related to goodwill, amortizable intangible assets, right-of-use, or ROU, assets and equity method investments. The results of the review of our intangible assets and goodwill is discussed in Note 5. With respect to our ROU assets, which consist mainly of real estate leases for office space, beginning in mid-March in response to the COVID-19 pandemic, we established a global work from home policy. While the overwhelming majority of our workforce temporarily transitioned to working from home, we have not terminated any of our office leases and have concluded that at March 31, 2020 our ROU assets were not impaired. In the second quarter, we will implement plans to realign our cost structure with the expected reduction in our revenue and in connection with the actions to reduce the cost of our workforce, we will evaluate our facility requirements and review our ROU assets for impairment. With respect to our equity method investments, we determined that the decline in the fair value of one of our equity method investments was other than temporary. As a result, at March 31, 2020, we recognized a non-cash after-tax charge of $3.9 million to adjust the carrying value of our equity method investments to market value.

Adoption of ~~ASC 842~~ASU 2016-13

On January 1, ~~2019,~~2020, we adopted ~~FASB Accounting Standards Codification, or ASC, Topic 842,~~ASU 2016-13, ~~Leases~~Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments, or ~~ASC 842,~~ASU 2016-13, which ~~requires~~changes the ~~recognition of~~impairment model for most financial assets, including accounts receivable. The new model uses a forward-looking expected loss method. Historically, the ~~right-of-use assets and related operating and finance lease liabilities~~credit loss experience on ~~the balance sheet. As permitted by ASC 842, we elected~~our client billings has not resulted in material bad debt expense. Accordingly, the adoption ~~date~~ of ~~January 1, 2019, which is the date of initial application. 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. Under ASC 842, all leases are required to be recorded on the balance sheet and 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 right-of-use 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 of ASC 842 had a substantial impact on our balance sheet. The most significant impact was the recognition of the operating lease right-of-use assets and the liability for operating leases. 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 right-of-use assets and the related lease liability. The lease liability is based on the present value of the remaining minimum 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 expedientsASU 2016-13 did not have a significant impact on ~~the measurement~~our financial position, and we do not expect it to have a significant impact on our results of ~~the operating lease liability.~~operations.

~~The impact~~As a result of the adoption of ~~ASC 842~~ASU 2016-13, we changed our accounting policy for allowance for doubtful accounts as follows: We maintain an allowance for doubtful accounts related to potential losses that could arise due to our customers' inability to make required payments. This allowance requires management to apply judgment in deriving the estimated reserve. In connection with the estimate of our allowance, we perform ongoing credit evaluations of our customers’ financial condition, including information related to their credit ratings obtained from independent third-party firms. If, as a result, we become aware that additional reserves may be necessary, we perform additional analysis including, but not limited to, factors such as a customer’s credit worthiness, intent and ability to pay and overall financial position. If the data we use to calculate the allowance for doubtful accounts does not timely reflect the future ability to collect outstanding receivables, including the effects of the COVID-19 pandemic on our clients' credit, additional provisions for doubtful accounts may be needed and our results of operations could be affected.

Adoption of ASU 2018-15

On January 1, 2020, we adopted ASU 2018-15, Intangibles - Goodwill and Other, Internal-Use Software, or ASU 2018-15, which aligns 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 right-of-use 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 liability - Operating leases —
1,258.5
1,258.5
Long-term liabilities 1,197.8
(153.7 ) 1,044.1
Total liabilities and equity 24,617.0
1,277.3
25,894.3

~~We lease substantially all our office space, office furniture and technology equipment used~~accounting for implementation costs incurred in a cloud computing arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to ~~conduct our business.~~develop or obtain internal-use software. We adopted ~~ASC 842 effective January 1, 2019. For contracts entered into~~ASU 2018-15 on a prospective basis for implementation costs for new or existing arrangements incurred on or after the effective date, at the inception of a contract we assess whether the contract is, or contains, a lease. Our assessment is based on: (1) whether the contract involves the use of a distinct identified asset, (2) whether we obtain the right to substantially all the economic benefit from the use of the asset throughout the period, and (3) whether we have the right to direct the use of the asset. At inception of a lease, we allocate the consideration in the contract to each lease component based on its relative stand-alone price to determine the lease payments. Leases entered into prior to January 1, 2019, were accounted for under ASC 840 and were not reassessed.

Leases are classified as either finance leases or operating leases. A lease is classified as a finance lease if any one of the following criteria are met: the lease transfers ownership of the asset by the end of the lease term, the lease contains an option to purchase the asset that is reasonably certain to be exercised, the lease term is for a major part of the remaining useful life of the asset or the present value of the lease payments equals or exceeds substantially all of the fair value of the asset. A lease is classified as an operating lease if it does not meet any one of the criteria. Substantially all our operating leases represent office space leases, and substantially all our finance leases represent office furniture and technology equipment leases.

~~For all leases a right-of-use asset and lease liability are recognized at the lease commencement~~adoption date. ~~The right-of-use asset represents the right to use the leased asset for the lease term. The lease liability represents the present value of the lease payments under the lease.~~

The right-of-use asset is initially measured at cost, which includes the initial lease liability, plus any initial direct costs incurred, consisting mainly of brokerage commissions, less any lease incentives received. All right-of-use assets are reviewed for impairment. The lease liability is initially measured at the present value of the lease payments, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, our secured incremental borrowing rate for the same term as the underlying lease. For our real estate and other operating leases, we use our secured incremental borrowing rate. For our finance leases, we use the rate implicit in the lease or our secured incremental borrowing rate if the implicit lease rate cannot be determined.

Lease payments included in the measurement of the lease liability comprise: the fixed noncancelable lease payments, payments for optional renewal periods where it is reasonably certain the renewal period will be exercised, and payments for early termination options unless it is reasonably certain the lease will not be terminated early.

Some of our real estate leases contain variable lease payments, including payments based on an index or rate. Variable lease payments based on an index or rate are initially measured using the index or rate in effect at lease commencement. Lease components are included in the measurement of the initial lease liability, including fixed payments for real estate taxes and insurance for certain office space leases. Additional payments based on the change in an index or rate, or payments based on a change in our portion of the operating expenses, including real estate taxes and insurance, are recorded as a period expense when incurred. Lease modifications result in remeasurement of the lease liability.

Operating lease expense consists of the lease payments plus any initial direct costs, primarily brokerage commissions, and is recognized on a straight-line basis over the lease term. Included in lease expense are any variable lease payments incurred in the period that were not included in the initial lease liability. Finance lease expense consists of the amortization of the right-of-use asset on a straight-line basis over the lease term and interest expense determined on an amortized cost basis, and finance lease payments are allocated between a reduction of the lease liability and interest expense.

We have elected not to recognize right-of-use assets and lease liabilities for short-term leases that have a term of 12 months or less. The effect of short-term leases on our right-of-use asset and lease liability was not material.

~~Adoption of ASU 2018-02~~

~~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 requires 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 tax effects of items included in accumulated comprehensive income at December 31, 2017 did not reflect the appropriate tax rate. The adoption of ASU ~~2018-02 resulted in reclassification between accumulated other comprehensive income and retained earnings of $22.3 million, and had no~~2018-15 did not have a significant impact on our results of operations or financial position.

Nature of our services

We provide an extensive range of advertising, marketing and corporate communications services through various client-centric networks that are organized to meet specific client objectives. Our branded networks and agencies operate in all major markets and provide services in the following fundamental disciplines: advertising, customer relationship management, or CRM, which includes CRM Consumer Experience and CRM Execution & Support, public relations and healthcare. Advertising includes creative services, as well as strategic media planning and buying and data analytics services. CRM Consumer Experience includes Omnicom’s Precision Marketing Group and digital/direct agencies, as well as our ~~branding,~~brand consulting, shopper marketing and experiential marketing ~~agencies, and~~agencies. CRM Execution & Support includes field marketing, sales support, merchandising and point of sale, as well as other specialized marketing and custom communications services. Public relations services include corporate communications, crisis management, public affairs and media and media relations services. Healthcare includes advertising and media services to global healthcare clients. At the core of all our services is the ability to create or develop a client’s marketing or corporate communications message into content that can be delivered to a target audience across different communications mediums. Our client-centric business model requires that multiple agencies within Omnicom collaborate in formal and informal virtual client networks utilizing our key client matrix organization structure. This collaboration allows us to cut across our internal organizational structures to execute our clients’ marketing requirements in a consistent and comprehensive manner. In addition to collaborating through our client service models, our agencies and networks collaborate across internally developed technology platforms. Annalect, our proprietary data and analytics platform, serves as the strategic resource for all of our agencies and networks to share when developing client service strategies across our virtual networks. Omni, our people-based precision marketing and insights platform, identifies and defines personalized consumer experiences at scale across creative, media and CRM, as well as other disciplines.

Revenue by discipline ~~for the three and six months ended June 30, 2019 and 2018~~ was (in millions):

Three Months Ended June 30, Six Months Ended June 30,
2019 2018 2019 2018
Advertising $ 2,093.9
$ 2,067.6
$ 4,015.3
$ 3,968.9
CRM Consumer Experience 659.5
660.0
1,265.3
1,294.9
CRM Execution & Support 326.1
498.7
675.6
1,007.2
Public Relations 349.3
362.7
683.4
709.1
Healthcare 291.0
270.6
549.1
509.1
$ 3,719.8
$ 3,859.6
$ 7,188.7
$ 7,489.2


	Three Months Ended March 31,
	2020		2019
Advertising	$	1,892.8	$	1,929.6
CRM Consumer Experience	583.1		599.1
CRM Execution & Support	318.1		348.0
Public Relations	331.6		334.1
Healthcare	281.3		258.1
	$	3,406.9	$	3,468.9

Economic factors affecting our revenue

Global economic conditions have a direct impact on our revenue. Adverse economic conditions pose a risk that our clients may reduce, postpone or cancel spending for our services, which would impact our revenue.

Revenue in our principal geographic markets ~~for the three and six months ended June 30, 2019 and 2018~~ was (in millions):

Three Months Ended June 30, Six Months Ended June 30,
2019 2018 2019 2018
Americas:
North America $ 2,118.4
$ 2,097.4
$ 4,107.6
$ 4,083.1
Latin America 96.9
115.1
185.8
223.5
EMEA:
Europe 1,035.9
1,142.6
1,981.4
2,212.7
Middle East and Africa 61.0
70.2
140.0
143.6
Asia-Pacific 407.6
434.3
773.9
826.3
$ 3,719.8
$ 3,859.6
$ 7,188.7
$ 7,489.2


	Three Months Ended March 31,
	2020		2019
Americas:
North America	$	1,997.3	$	1,989.2
Latin America	71.4		89.0
EMEA:
Europe	923.4		945.5
Middle East and Africa	55.5		79.0
Asia-Pacific	359.3		366.2
	$	3,406.9	$	3,468.9

The Americas ~~comprises~~is comprised of North America, which includes the United States, Canada and Puerto Rico, and Latin America, which includes South America and Mexico. EMEA ~~comprises~~is comprised of Europe, the Middle East and Africa. Asia-Pacific ~~comprises~~includes Australia, Greater China, India, Japan, Korea, New Zealand, Singapore and other Asian countries.

Revenue in the United States for the three months ended March 31, 2020 and 2019 was $1,894.2 million and $1,884.1 million, respectively.

Contract assets and liabilities

Work in process includes contract assets, unbilled fees and costs, and media and production costs. Contract liabilities primarily consist of customer advances. ~~At June 30, 2019, December 31, 2018 and June 30, 2018 work~~Work in process and contract liabilities were (in millions):

June 30, 2019 December 31, 2018 June 30, 2018
Work in process:
   Contract assets and unbilled fees and costs $ 785.7
$ 540.1
$ 709.2
   Media and production costs 577.8
621.4
644.3
$ 1,363.5
$ 1,161.5
$ 1,353.5
Contract liabilities:
   Customer advances $ 1,094.1
$ 1,159.0
$ 1,147.1


	March 31, 2020		December 31, 2019		March 31, 2019
Work in process:
Contract assets and unbilled fees and costs	$	783.7	$	689.2	$	755.5
Media and production costs	529.5		568.4		558.9
	$	1,313.2	$	1,257.6	$	1,314.4
Contract liabilities:
Customer advances	$	1,075.7	$	1,215.3	$	1,104.1

Work in process represents accrued costs incurred on behalf of customers, including media and production costs, and fees and other third-party costs that have not yet been billed. Media and production costs are billed during the production process in accordance with the terms of the client contract. Contract assets ~~which~~ primarily include incentive fees, which are not material and will be billed to clients in accordance with the terms of the client contract. Substantially all unbilled fees and costs will be billed within the next 30 days. The contract liability primarily represents advance billings to customers in accordance with the terms of the client contracts, primarily for the reimbursement of third-party costs that are generally incurred in the near term. ~~There were no~~No impairment losses to the contract assets were recorded in 2020 and 2019.

3. New Accounting Standards

In ~~June 2016,~~December 2019, the FASB issued ASU ~~2016-13,~~2019-12, ~~Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments~~Income Taxes (Topic 740), or ASU ~~2016-13,~~2019-12, which ~~changes~~simplifies the ~~impairment model~~accounting for ~~most financial assets. The new model uses a forward-looking expected loss method, which will generally result in earlier recognition~~income taxes by removing certain exceptions and amending certain sections of ~~allowances for losses.~~existing guidance under ASC 740. ASU ~~2016-13~~2019-12 is effective ~~for annual and interim periods beginning after December 15, 2019 and~~January 1, 2021 with early adoption ~~is permitted for annual and interim periods beginning after December 15, 2018.~~permitted. We ~~will adopt ASU 2016-13 on January 1, 2020. However, we~~ are ~~not yet in a position to assess~~currently assessing the impact the adoption of ~~the new standard~~ASU 2019-12 will have on our results of operations orand financial position.

~~In August 2018, the FASB issued ASU 2018-15,~~ ~~Intangibles - Goodwill and Other, Internal-Use Software~~, or ASU 2018-15, which aligns the accounting for implementation costs incurred in a cloud computing arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. ASU 2018-15 is effective for annual and interim periods beginning after December 15, 2019 and early adoption is permitted at any interim period. ASU 2018-15 may be adopted either on a prospective basis, either upon early adoption or the effective date for implementation costs for new or existing arrangements incurred on or after the adoption date, or on a full retrospective basis to the earliest period presented. We are not yet in a position to assess the adoption date or the adoption method or to assess impact of the new standard on our results of operations or financial position.

4. Net Income per Share

The computations of basic and diluted net income per share ~~for the three and six months ended June 30, 2019 and 2018~~ were (in millions, except per share amounts):


	Three Months Ended March 31,
	2020		2019
Net Income Available for Common Shares:
Net income - Omnicom Group Inc.	$	258.1	$	263.2



Weighted Average Shares:
Basic	216.6		223.2
Dilutive stock options and restricted shares	0.9		1.0
Diluted	217.5		224.2

Anti-dilutive stock options and restricted shares	0.9		0.9

Net Income per Share - Omnicom Group Inc.:
Basic	$	1.19	$	1.18
Diluted	$	1.19	$	1.17

Three Months Ended June 30, Six Months Ended June 30,
2019 2018 2019 2018
Net Income Available for Common Shares:
Net income - Omnicom Group Inc. $ 370.7
$ 364.2
$ 633.9
$ 628.3
Weighted Average Shares:
Basic 219.6
226.8
221.4
228.5
Dilutive stock options and restricted shares 1.3
1.3
1.1
1.3
Diluted 220.9
228.1
222.5
229.8

Anti-dilutive stock options and restricted shares 0.9
1.0
0.9
1.0
Net Income per Share - Omnicom Group Inc.:
Basic $ 1.69
$ 1.61
$ 2.86
$ 2.75
Diluted $ 1.68
$ 1.60
$ 2.85
$ 2.73

5. Goodwill and Intangible Assets

Goodwill and intangible assets ~~at June 30, 2019 and December 31, 2018~~ were (in millions):

2019 2018

Gross
Carrying
Value

Accumulated
Amortization

Net
Carrying
Value

Gross
Carrying
Value

Accumulated
Amortization

Net
Carrying
Value
Goodwill $ 9,878.3
$ (513.6 ) $ 9,364.7
$ 9,898.6
$ (514.3 ) $ 9,384.3
Intangible assets:
Purchased and internally developed software $ 352.3
$ (298.9 ) $ 53.4
$ 356.4
$ (302.2 ) $ 54.2
Customer related and other 749.4
(449.3 ) 300.1
763.8
(435.2 ) 328.6
$ 1,101.7
$ (748.2 ) $ 353.5
$ 1,120.2
$ (737.4 ) $ 382.8


	March 31, 2020										December 31, 2019
	Gross Carrying Value		Accumulated Amortization		Net Carrying Value		Gross Carrying Value		Accumulated Amortization		Net Carrying Value

Goodwill	$	9,701.7	$	(503.1)	$	9,198.6	$	9,957.5	$	(517.0)	$	9,440.5

Intangible assets:
Purchased and internally developed software	$	353.3	$	(285.1)	$	68.2	$	350.7	$	(288.5)	$	62.2
Customer related and other	711.9		(464.3)		247.6		746.7		(470.7)		276.0
	$	1,065.2	$	(749.4)	$	315.8	$	1,097.4	$	(759.2)	$	338.2

Changes in goodwill were (in millions):

As a result of the changes in the current economic environment related to the COVID-19 pandemic, the significant decline in our share price constituted a trigger event, requiring us to evaluate our goodwill for ~~the~~ ~~six~~ ~~months ended~~impairment. At June 30, 2019, the date of our last annual impairment test, the fair value of each of our reporting units was in excess of their carrying value. In light of current economic conditions, we performed an interim impairment test to update our valuation. We adjusted our June 30, 2019 assumptions to reflect the economic conditions in light of the impact related to the COVID-19 pandemic, including downward adjustment to our revenue and ~~2018 were (in millions):~~earnings assumptions, reducing our long-term growth rate to 3.0% from 3.5%, increasing the weighted average cost of capital, or WACC, for each reporting unit by 1.2% to 1.5%, to between 11.3% and 11.8%, and limiting our estimate of our equity value to reflect the decline in our share price that occurred during March 2020. Based on the results of the interim impairment test, we concluded that at March 31, 2020 our goodwill was not impaired because the fair value of each of our reporting units was significantly in excess of its respective carrying value, and for our reporting units with negative book value, we concluded that the fair value of their total assets was in excess of book value. We performed a sensitivity analysis of our assumptions, including a 1 percent change to our WACC or long-term growth assumptions. The results of the sensitivity analysis confirmed our conclusion that goodwill at March 31, 2020 was not impaired. We intend to perform our annual impairment test at

2019 2018
January 1 $ 9,384.3
$ 9,337.5
Acquisitions 0.5
164.9
Noncontrolling interests in acquired businesses 0.7
55.7
Contingent purchase price of acquired businesses 0.2
57.5
Dispositions (19.1 ) (0.8 )
Foreign currency translation (1.9 ) (172.2 )
June 30 $ 9,364.7
$ 9,442.6

June 30, 2020. If economic conditions further deteriorate from March 31, 2020, including further declines in GDP estimates, our share price or other factors, our goodwill could become impaired and we could incur a non-cash charge against our earnings.

In addition, we evaluated our customer related and other intangible assets for impairment. We compared the carrying value of these assets against the undiscounted cash flows expected to be generated from the assets and we concluded that at March 31, 2020 our customer related and other assets were not impaired.

~~At June 30, 2019,~~On February 14, 2020, we amended our ~~short-term liquidity sources include a~~ $2.5 billion ~~revolving credit facility, or~~ Credit Facility ~~expiring on~~ ~~July 31, 2021~~,to extend the term to February 14, 2025. In addition, we have uncommitted credit lines aggregating ~~$1.5~~$1.1 billion and the ability to issue up to $2 billion of commercial paper.

~~There~~ These facilities provide additional liquidity sources for working capital and general corporate purposes. At March 31, 2020, there were no0 outstanding commercial paper issuances or borrowings under the Credit Facility, or the uncommitted credit ~~lines at June 30, 2019 and December 31, 2018. Available and unused credit lines at June 30, 2019 and December 31, 2018 were (in millions):~~lines.

2019 2018
Credit Facility $ 2,500.0
$ 2,500.0
Uncommitted credit lines 1,488.2
1,231.6
Available and unused credit lines $ 3,988.2
$ 3,731.6

On April 3, 2020, to strengthen our liquidity in response to the impact on global economic conditions of the COVID-19 pandemic (see Note 1), we entered into the $400 million 364 Day Credit Facility, expiring on April 2, 2021.

The Credit Facility ~~contains~~and the 364 Day Credit Facility contain a financial ~~covenants~~covenant that ~~require~~requires us to maintain a Leverage Ratio of consolidated indebtedness to consolidated EBITDA of no more than 33.5 times for the most recently ended 12-month period (EBITDA is defined as earnings before interest, taxes, depreciation, amortization and ~~amortization) and an Interest Coverage Ratio of consolidated EBITDA~~non-cash charges). With respect to ~~interest expense of~~the Credit Facility, at ~~least 5 times for the most recently ended 12-month period. At June 30, 2019~~March 31, 2020, we were in compliance with ~~these covenants~~this covenant as our Leverage Ratio was ~~2.4 times and our Interest Coverage Ratio was 9.6~~2.1 times. The Credit Facility ~~does~~and the 364 Day Credit Facility do not limit our ability to declare or pay dividends or repurchase our common stock.

InShort-term debt at March 31, 2020 and December 31, 2019 of $10.9 million and $10.1 million, respectively, represented bank overdrafts and short-term borrowings primarily of our international subsidiaries. Due to the short-term nature of this debt, carrying value approximates fair value.

Long-term debt was (in millions):


	March 31, 2020		December 31, 2019
4.45% Senior Notes due 2020	$	—	$	600.0
3.625% Senior Notes due 2022	1,250.0		1,250.0
3.65% Senior Notes due 2024	750.0		750.0
3.60% Senior Notes due 2026	1,400.0		1,400.0
0.80% Euro Notes due 2027	547.0		561.4
2.45% Senior Notes due 2030	600.0		—

1.40% Euro Notes due 2031	547.0		561.4

	5,094.0		5,122.8
Unamortized premium (discount), net	(1.4)		0.8
Unamortized debt issuance costs	(24.2)		(20.0)
Unamortized deferred gain from settlement of interest rate swaps	25.0		30.7
	5,093.4		5,134.3
Current portion	—		(602.4)
Long-term debt	$	5,093.4	$	4,531.9

On February ~~2019, Omnicom Finance Limited, or OFL, a wholly owned subsidiary~~19, 2020, we issued $600 million of the 2.45% Notes. The net proceeds from the issuance, after deducting the underwriting discount and offering expenses, were $592.6 million. The 2.45% Notes are senior unsecured obligations of Omnicom issued €520 million of short-term senior notes in a private placement to an investor outside the United States. The notes are unsecured, non-interest bearing and mature on August 14, 2019. The notes are fully and unconditionally guaranteed by Omnicom andthat rank equal in right of payment with all existing and future unsecured senior ~~indebtedness of OFL. Short-term debt at June 30, 2019 and December 31, 2018 was $608.5~~indebtedness. The net proceeds from the issuance were used to redeem the remaining $600 million ~~and $8.1 million, respectively. Due to its short-term nature, the carrying value~~principal amount of the ~~short-term debt approximates fair value.~~2020 Notes, on March 23, 2020. In connection with the redemption of the 2020 Notes, we recorded a loss on extinguishment of $7.7 million in interest expense. Following the redemption, there were 0 2020 Notes outstanding.

Additionally, to strengthen our liquidity and financial position and with the intention to mitigate the potential impact of the COVID-19 pandemic, on April 1, 2020, we issued $600 million of the 4.20% Notes. The net proceeds from the issuance, after deducting the underwriting discount and offering expenses, were $592.5 million. The 4.20% Notes are senior unsecured

~~Long-term~~obligations of Omnicom that rank equal in right of payment with all existing and future unsecured senior indebtedness. The net proceeds from the issuance will be used for general corporate purposes, which could include working capital expenditures, fixed asset expenditures, acquisitions, repayment of commercial paper and short-term debt, ~~at June 30, 2019 and December 31, 2018 was (in millions):~~

2019 2018
6.25% Senior Notes due 2019 $ 500.0
$ 500.0
4.45% Senior Notes due 2020 1,000.0
1,000.0
3.625% Senior Notes due 2022 1,250.0
1,250.0
3.65% Senior Notes due 2024 750.0
750.0
3.60% Senior Notes due 2026 1,400.0
1,400.0
4,900.0
4,900.0
Unamortized premium (discount), net 4.2
4.9
Unamortized debt issuance costs (14.4 ) (16.4 )
Unamortized deferred gain from settlement of interest rate swaps 38.9
48.0
Fair value adjustment attributed to outstanding interest rate swaps (3.3 ) (52.8 )
4,925.4
4,883.7
Current portion (899.5 ) (499.6 )
Long-term debt $ 4,025.9
$ 4,384.1

refinancing of other debt, or other capital transactions.

Omnicom and its wholly owned finance subsidiary, Omnicom Capital Inc., or OCI, are co-obligors under ~~all~~ the senior notes ~~(other than the OFL notes). The senior~~due 2022, 2024 and 2026. These notes are a joint and several liability of Omnicom and OCI, and Omnicom unconditionally guarantees OCI’s obligations with respect to the ~~senior~~ notes. OCI provides funding for our operations by incurring debt and lending the proceeds to our operating subsidiaries. OCI’s assets primarily consist of cash and cash equivalents and intercompany loans made to our operating subsidiaries, and the related interest receivable. There are no restrictions on the ability of OCI or Omnicom to obtain funds from our subsidiaries through dividends, loans or advances. The ~~senior~~ notes are senior unsecured obligations that rank equal in right of payment with all existing and future unsecured senior indebtedness.

At June 30, 2019, we recorded a long-term receivable of $4.7 million in connection with the $750 million fixed-to-floating interest rate swap on our 3.65% Senior Notes due 2024, or 2024 Notes, and a long-term liability of $8.0 million in connection with the $500 million fixed-to-floating interest rate swap on our 3.60% Senior Notes due 2026, or 2026 Notes. The receivable and liability represent the fair values of the swaps on the 2024 Notes and 2026 Notes that were substantially offset by the change in the fair values of the notes. The fixed-to-floating interest rate swaps have the economic effect of converting our debt portfolio to approximately 75% fixed rate obligations and 25% floating rate obligations.

~~Our $500 million 6.25% Senior Notes due 2019, or 2019 Notes, matured on July 15, 2019 and were retired. As of June 30, 2019, the 2019 Notes were classified as current.~~

~~On July 8, 2019, Omnicom Finance Holdings plc, or OFHP, a U.K. based wholly owned subsidiary of Omnicom, issued €500 million 0.80% Senior Notes due~~ ~~July 8, 2027~~ ~~and €500 million 1.40% Senior Notes due~~ ~~July 8, 2031~~, collectively the Euro Notes. The U.S. Dollar equivalent of the net proceeds, after deducting the underwriting discount and offering expenses, was $1.1 billion. A portion of the net proceeds was used to retire the outstanding 2019 Notes at maturity. The remaining net proceeds will be used to redeem $400 million aggregate principal amount of the outstanding $1 billion 4.45% Senior Notes due 2020, or the 2020 Notes, on August 1, 2019 and for general corporate purposes, which could include working capital expenditures and repayment of short-term or long-term debt.

Omnicom and OCI have, jointly and severally, fully and unconditionally guaranteed ~~OFHP’s~~the obligations of Omnicom Finance Holdings plc, or OFHP, a U.K.-based wholly owned subsidiary of Omnicom, with respect to the Euro ~~Notes.~~notes due 2027 and 2031. OFHP’s assets consist of its investments in several wholly owned finance companies that function as treasury centers, which provide funding for various operating companies in Europe, Brazil, Australia and other countries in the Asia-Pacific region. The finance companies’ assets consist of cash and cash equivalents and intercompany loans that they make or have made to the operating companies in their respective regions and the related interest ~~receivables.~~receivable. There are no restrictions on the ability of Omnicom, OCI or OFHP to obtain funds from their subsidiaries through dividends, loans or advances. The Euro ~~Notes~~denominated notes and the related guarantees are senior unsecured obligations that rank equal in right of payment with all existing and future unsecured senior indebtedness of OFHP and each of Omnicom and OCI, respectively.

~~On July 2, 2019, Omnicom announced the partial redemption of $400 million aggregate principal amount of the outstanding 2020 Notes for redemption on~~ ~~August 1, 2019~~ at a price equal to 100% of the principal amount of the 2020 Notes being redeemed plus accrued interest and a make-whole premium as specified in the indenture. At June 30, 2019, we classified $400 million of the 2020 Notes as current.

7. Segment Reporting

Our five branded agency networks operate in the advertising, marketing and corporate communications services industry, and are organized into agency networks, virtual client networks, regional reporting units and operating groups or practice areas. Our networks, virtual client networks and agencies increasingly share clients and provide clients with integrated services. The main economic components of each agency are employee compensation and related costs and direct service costs and occupancy and other costs which include rent and occupancy costs, technology costs and other overhead expenses. Therefore, given these similarities, we aggregate our operating segments, which are our five agency networks, into one reporting segment.

The agency networks' regional reporting units comprise three principal ~~regions;~~regions: the Americas, EMEA and Asia-Pacific. The regional reporting units monitor the performance and are responsible for the agencies in their region. Agencies within the regional reporting units serve similar clients in similar industries and in many cases the same clients and have similar economic characteristics.

Revenue and long-lived assets and goodwill by geographic region ~~at and for the three and six months ended June 30, 2019 and 2018~~ were (in millions):


	Americas		EMEA		Asia-Pacific
March 31, 2020
Revenue	$	2,068.7	$	978.9	$	359.3

Long-lived assets and goodwill	7,685.0		2,893.6		607.6
March 31, 2019
Revenue	$	2,078.2	$	1,024.5	$	366.2

Long-lived assets and goodwill	7,703.9		3,004.3		655.8

Americas EMEA Asia-Pacific
2019
Revenue - Three months ended $ 2,215.3
$ 1,096.9
$ 407.6
Revenue - Six months ended 4,293.4
2,121.4
773.9
Long-lived assets and goodwill 7,853.9
2,985.0
640.9
2018
Revenue - Three months ended $ 2,212.5
$ 1,212.8
$ 434.3
Revenue - Six months ended 4,306.6
2,356.3
826.3
Long-lived assets and goodwill 6,825.4
2,757.9
556.5

The Americas comprises North America, which includes the United States, Canada and Puerto Rico, and Latin America, which includes South America and Mexico. EMEA comprises Europe, the Middle East and Africa. Asia-Pacific comprises Australia, China, India, Japan, Korea, New Zealand, Singapore and other Asian countries. Revenue in the United States for the three and six months ended June 30, 2019 was $2,005.2 million and $3,889.4 million, respectively, and for the three and six months ended June 30, 2018 was $1,990.8 million and $3,871.9 million, respectively.

The increase in long-lived assets and goodwill from 2018 to 2019 is primarily the result of recording the operating lease right-of-use assets upon the adoption of ASC 842 on January 1, 2019 (see Note 1) partially offset by the impact of changes in the value of foreign currencies against the U.S. Dollar during the periods.

Our effective tax rate for the ~~six~~three months ended ~~June 30, 2019 increased~~March 31, 2020 decreased period-over-period to ~~25.7%~~26.0% from ~~25.2%~~26.8%. The ~~effective~~decrease was primarily attributable to recognizing certain domestic tax ~~rate for 2019 reflects a benefit of $10.8 million primarily from~~credits during the ~~net favorable settlements of uncertain tax positions in certain jurisdictions, which resulted in the recognition of net deferred tax assets in the~~ ~~second~~ ~~quarter of 2019.~~quarter.

At ~~June 30, 2019,~~March 31, 2020, our unrecognized tax benefits were ~~$176.6~~$184.4 million. Of this amount, approximately ~~$170.1~~$175.3 million would affect our effective tax rate upon resolution of the uncertain tax positions.Due to the impact of the COVID-19 pandemic, we re-assessed the realizability of our deferred tax assets and have determined that there has been no change in assessment as of March 31, 2020.

In addition, in response to the economic impact of the COVID-19 pandemic, the Coronavirus Aid, Relief, and Economic Security Act, or the CARES Act, was signed into law on March 27, 2020. We have determined that the CARES Act did not have a material impact on our income tax expense or effective tax rate for the year or the three months ended March 31, 2020 and will not have a material impact on our income tax expense or effective tax rate for the year ending December 31, 2020.

9. Pension and Other Postemployment Benefits

Defined Benefit Pension Plans

The components of net periodic benefit expense ~~for the~~ ~~six~~ ~~months ended June 30, 2019 and 2018~~ were (in millions):

2019 2018
Service cost $ 4.3
$ 4.0
Interest cost 3.2
3.6
Expected return on plan assets (0.7 ) (1.4 )
Amortization of prior service cost 0.4
2.2
Amortization of actuarial losses 0.5
3.3
$ 7.7
$ 11.7


	Three Months Ended March 31,
	2020		2019
Service cost	$	2.0	$	2.3
Interest cost	1.3		1.6
Expected return on plan assets	(0.3)		(0.4)
Amortization of prior service cost	0.2		0.2
Amortization of actuarial losses	1.4		0.3
	$	4.6	$	4.0

We contributed ~~$0.7~~$0.1 million and ~~$1.1~~$0.4 million to our defined benefit pension plans in the ~~six~~three months ended ~~June 30,~~March 31, 2020 and 2019, ~~and 2018,~~ respectively.

Postemployment Arrangements

The components of net periodic benefit expense ~~for the~~ ~~six~~ ~~months ended June 30, 2019 and 2018~~ were (in millions):


	Three Months Ended March 31,
	2020		2019
Service cost	$	1.2	$	1.1
Interest cost	0.9		1.1
Amortization of prior service cost	1.1		1.1
Amortization of actuarial losses	0.5		0.2
	$	3.7	$	3.5

2019 2018
Service cost $ 2.2
$ 2.4
Interest cost 2.2
1.8
Amortization of prior service cost 2.2
1.7
Amortization of actuarial losses 0.5
0.9
$ 7.1
$ 6.8

10. Repositioning Liabilities

At ~~June 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, the liability for incremental severance and office lease consolidation and termination incurred in connection with our repositioning actions taken in the third quarter of 2018 was ~~$42.3~~$18.8 million and ~~$78.9~~$25.1 million, respectively. We expect that ~~substantially all~~ the ~~liabilities~~remaining liability will be paid by the end of ~~2019.~~2020.

11. Supplemental Cash Flow Data

The ~~use of~~change in operating capital ~~for the~~ ~~six~~ ~~months ended June 30, 2019 and 2018~~ was (in millions):

2019 2018
(Increase) decrease in accounts receivable $ 419.2
$ 1,173.6
(Increase) decrease in work in process and other current assets (305.0 ) (354.4 )
Increase (decrease) in accounts payable (1,044.9 ) (1,803.2 )
Increase (decrease) in customer advances, taxes payable and other current liabilities (396.2 ) (459.3 )
Change in other assets and liabilities, net 20.3
11.5
$ (1,306.6 ) $ (1,431.8 )

Income taxes paid $ 241.9
$ 276.4
Interest paid $ 119.8
$ 115.4


	Three Months Ended March 31,
	2020		2019
(Increase) decrease in accounts receivable	$	876.6	$	626.8
(Increase) decrease in work in process and other current assets	(115.0)		(214.2)
Increase (decrease) in accounts payable	(2,084.9)		(1,141.9)
Increase (decrease) in customer advances, taxes payable and other current liabilities	(14.1)		(15.8)
Change in other assets and liabilities, net	(11.8)		8.8
Increase (decrease)	$	(1,349.2)	$	(736.3)

Income taxes paid	$	50.5	$	63.5
Interest paid	$	31.2	$	59.4

Supplemental non-cash information related to leases for the ~~six~~three months ended ~~June 30,~~March 31, 2020 and 2019 (in millions):


	Three Months Ended March 31,
	2020		2019
Net increase in lease liability:
Operating leases	$	72.0	$	1,505.9
Finance leases	$	8.5	$	14.1

Operating Leases
Finance
Leases
Net increase in lease liability $ 1,703.8
$ 28.7

Substantially all our operating lease right-of-use assets and operating lease liability represent leases for office space used to conduct our business. Substantially all our finance leases represent office furniture and technology equipment leases.

~~Lease cost for the six months ended June 30, 2019 was comprised of (in millions):~~

Six Months Ended June 30,
2019
Operating leases:
   Lease cost $ 157.6
   Variable lease cost 16.8
   Sublease income (2.7 )
Operating lease expense 171.7

Short-term lease rent expense 2.5
Finance leases:
   Amortization of right-of-use assets 20.7
   Interest on lease liability 2.5
23.2

Total lease cost $ 197.4

~~The right-of-use assets at June 30, 2019 were comprised of (in millions):~~

Real Estate Equipment Total
Operating leases $ 1,410.2
$ 25.1
$ 1,435.3
Finance leases —
131.7
131.7
$ 1,410.2
$ 156.8
$ 1,567.0

~~The weighted average remaining lease term and the weighted average discount rate for operating and finance leases at June 30, 2019 was:~~

Operating Leases Finance Leases
Weighted average remaining lease term (years) 8.4
3.0
Weighted average discount rate 3.9 % 4.2 %

The following table reconciles the undiscounted cash flows for the operating and finance leases at June 30, 2019 to the operating and finance lease liabilities recorded on the balance sheet (in millions):

Operating Leases Finance Leases
2019 Remainder $ 173.0
$ 23.7
2020 317.5
44.5
2021 264.5
35.7
2022 213.2
22.1
2023 166.5
10.4
2024 145.3
4.3
Thereafter 615.3
3.0
Total undiscounted lease payments 1,895.3
143.7
Less: Imputed interest 298.3
10.1
Present value of lease payments $ 1,597.0
$ 133.6

Other current liabilities $ 279.1
$ 42.8
Long-term liability - Operating leases 1,317.9

Long-term liabilities
90.8
$ 1,597.0
$ 133.6

~~13.~~ Commitments and Contingent Liabilities

In the ordinary course of business, we are involved in various legal proceedings. We do not presently expect that these proceedings will have a material adverse effect on our results of operations or financial position.

1513. Accumulated Other Comprehensive Income (Loss)

Changes in accumulated other comprehensive income (loss), net of income taxes ~~for the~~ ~~six~~ ~~months ended June 30, 2019 and 2018~~ were (in millions):


	Cash Flow Hedge		Defined Benefit Pension Plans and Postemployment Arrangements		Foreign Currency Translation		Total
	Three Months Ended March 31, 2020
January 1	$	(24.0)	$	(112.1)	$	(1,061.5)	$	(1,197.6)
Other comprehensive income (loss) before reclassifications	—		—		(333.8)		(333.8)
Reclassification from accumulated other comprehensive income (loss)	0.9		2.2		—		3.1
March 31	$	(23.1)	$	(109.9)	$	(1,395.3)	$	(1,528.3)

2019 Cash Flow Hedge Available-for-Sale Securities Defined Benefit Pension Plans and Postemployment Arrangements
Foreign
Currency Translation
Total
January 1 $ (22.3 ) $ —
$ (69.3 ) $ (1,136.9 ) $ (1,228.5 )
Cumulative effect of accounting change (5.6 ) —
(16.7 ) —
(22.3 )
Other comprehensive income (loss) before reclassifications —
—
—
11.9
11.9
Reclassification from accumulated other comprehensive income (loss) 2.0
—
2.0
—
4.0
June 30 $ (25.9 ) $ —
$ (84.0 ) $ (1,125.0 ) $ (1,234.9 )


	Three Months Ended March 31, 2019
January 1	$	(22.3)	$	(69.3)	$	(1,136.9)	$	(1,228.5)
Cumulative effect of accounting change	(5.6)		(16.7)		—		(22.3)
Other comprehensive income (loss) before reclassifications	—		—		30.7		30.7
Reclassification from accumulated other comprehensive income (loss)	1.0		1.1		—		2.1
March 31	$	(26.9)	$	(84.9)	$	(1,106.2)	$	(1,218.0)

2018
January 1 $ (26.3 ) $ (0.3 ) $ (88.4 ) $ (848.0 ) $ (963.0 )
Other comprehensive income (loss) before reclassifications —
—
—
(212.3 ) (212.3 )
Reclassification from accumulated other comprehensive income (loss) 2.0
0.3
5.7
—
8.0
June 30 $ (24.3 ) $ —
$ (82.7 ) $ (1,060.3 ) $ (1,167.3 )

~~15.~~14. Fair Value

Financial assets and liabilities measured at fair value on a recurring basis ~~at June 30, 2019 and December 31, 2018~~ were (in millions):


	March 31, 2020
	Level 1		Level 2		Level 3		Total
Assets:
Cash and cash equivalents	$	2,692.5					$	2,692.5
Short-term investments	1.6						1.6
Marketable equity investments	1.6						1.6
Foreign currency derivatives			$	0.6			0.6
Liabilities:
Foreign currency derivative			$	1.0			$	1.0
Contingent purchase price obligations					$	113.6	113.6

2019 Level 1 Level 2 Level 3 Total
Assets:
Cash and cash equivalents $ 2,898.1

$ 2,898.1
Short-term investments 5.4

5.4
Marketable equity investments 1.5
1.5
Interest rate and foreign currency derivative instruments $ 4.9
4.9
Liabilities:

Interest rate and foreign currency derivative instruments $ 8.4
$ 8.4
Contingent purchase price obligations $ 120.7
120.7

2018
Assets:
Cash and cash equivalents $ 3,652.4

$ 3,652.4
Short-term investments 5.5

5.5
Marketable equity investments 1.5

1.5
Liabilities:
Interest rate and foreign currency derivative instruments $ 52.9
$ 52.9
Contingent purchase price obligations $ 146.5
146.5


	December 31, 2019
	Level 1		Level 2		Level 3		Total
Assets:
Cash and cash equivalents	$	4,305.7					$	4,305.7
Short-term investments	3.6						3.6
Marketable equity investments	1.6						1.6
Foreign currency derivative instruments			$	0.6			0.6
Liabilities:
Foreign currency derivatives			0.4				0.1
Contingent purchase price obligations					$	107.7	107.7

Changes in contingent purchase price obligations ~~for the~~ ~~six~~ ~~months ended June 30, 2019 and 2018~~ were (in millions):

2019 2018
January 1 $ 146.5
$ 215.6
Acquisitions 1.8
79.7
Revaluation and interest 1.5
4.9
Payments (28.9 ) (51.3 )
Foreign currency translation (0.2 ) (13.6 )
June 30 $ 120.7
$ 235.3


	Three Months Ended March 31,
	2020		2019
January 1	$	107.7	$	146.5
Acquisitions	8.1		1.8
Revaluation and interest	0.6		1.2
Payments	—		(2.5)
Foreign currency translation	(2.8)		(0.3)
March 31	$	113.6	$	146.7

The carrying amount and fair value of our financial assets and liabilities ~~at June 30, 2019 and December 31, 2018~~ were (in millions):

2019 2018

Carrying
Amount

Fair
Value

Carrying
Amount

Fair
Value
Assets:
  Cash and cash equivalents $ 2,898.1
$ 2,898.1
$ 3,652.4
$ 3,652.4
  Short-term investments 5.4
5.4
5.5
5.5
Marketable equity investments 1.5
1.5
1.5
1.5
  Interest rate and foreign currency derivative instruments 4.9
4.9
—
—
  Non-marketable equity securities 10.3
10.3
11.8
11.8
Liabilities:
  Short-term debt $ 608.5
$ 608.5
$ 8.1
$ 8.1
  Interest rate and foreign currency derivative instruments 8.4
8.4
52.9
52.9
  Contingent purchase price obligations 120.7
120.7
146.5
146.5
  Long-term debt, including current portion 4,925.4
5,031.3
4,883.7
4,821.3


	March 31, 2020						December 31, 2019
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Assets:
Cash and cash equivalents	$	2,692.5	$	2,692.5	$	4,305.7	$	4,305.7
Short-term investments	1.6		1.6		3.6		3.6
Marketable equity securities	1.6		1.6		1.6		1.6
Non-marketable equity securities	9.5		9.5		9.0		9.0
Foreign currency derivatives	0.6		0.6		0.6		0.6
Liabilities:
Short-term debt	$	10.9	$	10.9	$	10.1	$	10.1
Foreign currency derivatives	1.0		1.0		0.4		0.4
Contingent purchase price obligations	113.6		113.6		107.7		107.7
Long-term debt, including current portion	5,093.4		5,022.1		5,134.3		5,316.4

The estimated fair value of the foreign currency ~~and interest rate derivative instruments~~derivatives is determined using model-derived valuations, taking into consideration foreign currency rates ~~for the foreign currency derivatives and readily observable inputs for LIBOR interest rates and yield curves to derive the present value of the future cash flows for the interest rate swap derivatives~~ and counterparty credit ~~risk for each.~~risk. The estimated fair value of the contingent purchase price obligations is calculated in accordance with the terms of each acquisition agreement and is discounted. The fair value of debt is based on quoted market prices.

~~16.~~15. Subsequent Events

We have evaluated events subsequent to the balance sheet date, including the severance and other actions in response to the COVID-19 pandemic that we are expected to complete in the second quarter of 2020 (see Notes 1 and 6), and determined ~~other than as described in Note 6 above,~~that there have not been any events that have occurred that would require ~~adjustment~~additional adjustments to or ~~disclosure~~disclosures in ~~the~~these consolidated financial statements.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

EXECUTIVE SUMMARY

The COVID-19 pandemic has significantly impacted the global economy. Public health efforts to mitigate the impact of the pandemic include government actions such as travel restrictions, limitations on public gatherings, shelter in place orders and mandatory closures. These actions have negatively impacted many of our clients' businesses, and in turn, clients have reduced or plan to reduce their demand for our services. As a result, we experienced a reduction in our revenue beginning late in the first quarter of 2020, as compared to the same period in 2019, that is expected to continue for the remainder of the year. Such reductions in revenue could adversely impact our ongoing results of operations and financial position and the effects could be material.

While we expect the pandemic to affect substantially all of our clients, certain industry sectors have been affected more immediately and more significantly than others, including travel, lodging and entertainment, energy and oil and gas, non-essential retail and automotive. Clients in these industries have already acted to 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 fared relatively well to date, conditions are volatile and economic 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 decline as marketers reduce expenditures in the short-term due to the uncertain impact of the pandemic on the global economy. As a result of the impact on our business, each of our agencies is in the process of aligning their cost structures, including severance actions and furloughs to reduce the workforce, and tailoring their services and capabilities to changes in client demand.

In addition, the impact on the global economy and resulting decline in share prices of common stock, including our share price, was determined to be a trigger event that required us to review our long-lived assets for impairment, primarily related to goodwill, amortizable intangible assets, right-of-use, or ROU, assets and equity method investments. The results of the review of our intangible assets and goodwill is discussed in Note 5 to the unaudited consolidated financial statements. With respect to our ROU assets, which consist mainly of real estate leases for office space, beginning in mid-March in response to the COVID-19 pandemic, we established a global work from home policy. While the overwhelming majority of our workforce temporarily transitioned to working from home, we have not terminated any of our office leases and have concluded that at March 31, 2020 our ROU assets were not impaired. In the second quarter, we will implement plans to realign our cost structure with the expected reduction in our revenue and in connection with the actions to reduce the cost of our workforce, we will evaluate our facility requirements and review our ROU assets for impairment. With respect to our equity method investments, we determined that the decline in the fair value of one of our equity method investments was other than temporary. As a result, at March 31, 2020, we recognized a non-cash after-tax charge of $3.9 million to adjust the carrying value of our equity method investments to market value.

We are a strategic holding company providing advertising, marketing and corporate communications services to clients through our branded networks and agencies around the world. On a global, pan-regional and local basis, our networks and agencies provide a comprehensive range of services in the following fundamental disciplines: advertising, CRM, which includes CRM Consumer Experience and CRM Execution & Support, public relations and healthcare. Our business model was built and continues to evolve around our clients. While our networks and agencies operate under different names and frame their ideas in different disciplines, we organize our services around our clients. Our fundamental business principle is that our clients’ specific marketing requirements are the central focus of how we structure our service offerings and allocate our resources. This client-centric business model requires that multiple agencies within Omnicom collaborate in formal and informal virtual client networks utilizing our key client matrix organization structure. This collaboration allows us to cut across our internal organizational structures to execute our clients’ marketing requirements in a consistent and comprehensive manner. We use our client-centric approach to grow our business by expanding our service offerings to existing clients, moving into new markets and obtaining new clients. In addition, we pursue selective acquisitions of complementary companies with strong entrepreneurial management teams that typically currently serve or could serve our existing clients.

As a leading global advertising, marketing and corporate communications company, we operate in all major markets and have a large and diverse client base. For the ~~six~~three months ended ~~June 30, 2019,~~March 31, 2020, our largest client accounted for ~~3.0%~~3.8% of our revenue and our 100 largest clients, which represent many of the world's major marketers, accounted for approximately ~~52%~~54% of our revenue. Our business is spread across a number of industry sectors with no one industry comprising more than ~~14%~~15% of our revenue for the ~~six~~three months ended ~~June 30, 2019.~~March 31, 2020. Although our revenue is generally balanced between the United States and international markets and we have a large and diverse client base, we are not immune to general economic downturns.

As described in more detail below, for the ~~six~~three months ended ~~June 30, 2019,~~March 31, 2020, revenue decreased ~~$300.5~~$62.0 million, or ~~4.0%~~1.8%, compared to the ~~six~~three months ended ~~June 30, 2018.~~March 31, 2019. Changes in foreign exchange rates reduced revenue ~~$222.4~~$50.0 million, or ~~3.0%~~1.4%, acquisition revenue, net of disposition revenue, reduced revenue ~~$277.7~~$23.9 million, or ~~3.7%~~0.7%, reflecting the disposition of certain non-strategic businesses, and organic growth increased revenue ~~$199.6~~$11.9 million, or ~~2.7%~~0.3%.

Global economic conditions have a direct impact on our business and financial performance. Adverse global or regional economic conditions, such as those currently arising from 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. Revenue is typically lower in the first and third quarters and higher in the second and fourth quarters, reflecting client spending patterns during the year and additional project work that usually occurs in the fourth quarter. ~~Additionally, certain~~As a result of the impact related to the COVID-19 pandemic, we expect a significant reduction in our organic revenue growth, which will likely result in a decline in our revenue in the second quarter and the remainder of 2020, as compared to the prior year periods. While we are in the process of compiling, updating and re-evaluating our internal forecasts for the remainder of 2020, we do expect that we will have negative organic growth and overall revenue growth for 2020, as compared to 2019.

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 significant impact on our revenue in any ~~period. In~~period, and we have factored the ~~first~~ ~~six~~ ~~months~~postponement of ~~2019, as compared~~the 2020 Olympics into our previously discussed internal revenue expectations for 2020.

As discussed, in March 2020 our business began to experience the effects from client spending reductions from the impact related to the ~~first six months of 2018, improved~~COVID-19 pandemic. The spending reductions primarily impacted our events business which is included in our CRM Consumer Experience discipline, certain businesses in our CRM Execution and Support businesses and our advertising and media businesses. The impact varied by geography and client. In North America, organic growth in our healthcare and CRM Consumer Experience discipline was offset by negative performance in our advertising and media ~~and healthcare~~ businesses ~~in North America was partially offset by negative performance~~ and disposition activity in 2019, primarily in our CRM Execution & Support ~~disciplines.~~discipline. In Europe ~~most of our major markets had~~and the Middle East and Africa, while mixed by market and discipline, modest organic growth ~~primarily driven by our advertising and media businesses, which~~in the U.K. was offset by ~~the disposition of Sellbytel in the third quarter of 2018,~~ the negative impact of changes in foreign exchange rates and negative performance in our advertising and media businesses in most markets in the regions, as well as a negative performance in our CRM Consumer Experience ~~businesses. The~~businesses, primarily in the Middle East. In addition, the economic and political conditions in the ~~E.U.,~~European Union, including the status of Brexit, remain ~~uncertain.~~uncertain and could negatively impact our businesses in the U.K. and in the region. In Latin America, ~~continued~~the continuing unstable economic and political conditions in Brazil, ~~contributed to~~as well as the negative effect of changes in foreign currency exchange rates and disposition activity, resulted in a weak performance in the ~~region and offset modest growth in Mexico.~~region. In Asia-Pacific, ~~modest~~ organic growth in ~~most countries~~Australia and New Zealand was ~~partially~~ offset by the negative impact of changes in foreign exchange rates and negative performance in ~~China, which faced a difficult comparison to the prior year period.~~Japan and China. The economic and fiscal issues, including the impact related to the COVID-19 pandemic, facing the countries ~~in which~~ we operate in can cause economic uncertainty and volatility; however, the impact on our business varies by country. We monitor economic conditions closely, as well as client revenue levels and other ~~factors and, in~~factors. In response to reductions in our ~~client~~ revenue ~~if necessary,~~that are expected to continue for the remainder of the year, beginning in the second quarter of 2020, we will take actions available to us to align our cost structure with changes in client demand and manage our working capital. ~~There~~However, there can be no assurance whether, or to what extent, our efforts to mitigate any impact of the current and future adverse economic conditions, reductions in client revenue, changes in client creditworthiness and other developments will be effective.

Certain business trends have generally had a positive impact on our business and industry. These trends include clients increasingly expanding the focus of their brand strategies from national markets to pan-regional and global markets and integrating traditional and non-traditional marketing channels, as well as utilizing new communications technologies and emerging digital platforms. As clients increase their demands for marketing effectiveness and efficiency, they have made it a practice to consolidate their business within one service provider in the pursuit of a single engagement covering all consumer touch points. We have structured our business around these trends. We believe that our key client matrix organization structure approach to collaboration and integration of our services and solutions has provided a competitive advantage to our business in the past and we expect this to continue over the medium and long term.

Driven by our clients’ continuous demand for more effective and efficient marketing activities, we strive to provide an extensive range of advertising, marketing and corporate communications services through various client-centric networks that are organized to meet specific client objectives. These services include, among others, advertising, ~~branding,~~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 near term, barring unforeseen events and excluding the impact of changes in foreign exchange rates, because of continued improvement in the operating performance of many of our agencies, as well as new business activities, we expect our organic revenue to increase modestly for the remainder of 2019 and over the long term to be in excess of the weighted average nominal GDP growth in our major markets. We also 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.

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. In the first quarter of 2019, ~~and in 2018,~~ we disposed of certain businesses, primarily in our CRM Execution & Support discipline, and in the third quarter of 2018 we took certain repositioning actions in an effort to continue to improve our strategic position and achieve operating efficiencies. We expect the reduction to our earnings from our disposition activity to be substantially offset by the savings achieved from the operating efficiency and cost reduction activities, as well as any incremental earnings from new acquisition activity, and we expect a net reduction to revenue from net disposition activity of 3% for the current year.discipline.

Given our size and breadth, we manage our business by monitoring several financial indicators. The key indicators that we focus on are revenue and operating expenses. 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 dispositions and growth from our largest clients. Operating expenses are comprised of cost of services, selling, general and administrative expenses, or SG&A, and depreciation and amortization.

As discussed, in March 2020 our business began to experience the effects from client spending reductions from the impact related to the COVID-19 pandemic. For the quarter ended ~~June 30, 2019,~~March 31, 2020, our revenue decreased ~~3.6%~~1.8% compared to the quarter ended ~~June 30, 2018.~~March 31, 2019. Changes in foreign exchange rates reduced revenue ~~2.6%~~1.4%, acquisition revenue, net of disposition revenue, reduced revenue ~~3.8%~~0.7% and organic growth increased revenue ~~2.8%~~0.3%. ~~Across~~The change in revenue across our principal regional markets ~~the changes in revenue~~ were: North America increased ~~1.0%,~~$8.1 million, Europe decreased ~~9.3%,~~$22.1 million, Asia-Pacific decreased ~~6.1%~~$6.9 million and Latin America decreased ~~15.8%.~~$17.6 million. In North America, ~~improved~~ organic growth in the United States and Canada was substantially offset by a decrease in revenue primarily resulting from net 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,~~ healthcare and CRM Consumer Experience businesses ~~partially~~was offset by ~~a decrease~~negative performance in ~~organic revenue growth~~our advertising and media businesses and disposition activity in 2019 primarily in our CRM Execution & Support ~~businesses.~~discipline. In Europe and the Middle East and Africa, while mixed by market and discipline, modest organic growth in the ~~region~~U.K. was offset by the ~~weakening~~negative impact of ~~substantially all currencies~~changes in ~~the region against the U.S. Dollar, disposition activity~~foreign exchange rates and negative performance in ~~France, which faced a difficult comparison to the prior year period,~~our advertising and ~~Germany. The decrease~~media businesses in ~~revenue in Latin America was primarily a result of the weakening of~~ most ~~currencies~~markets in the ~~region against the U.S. Dollar,~~regions, as well as a negative performance in our CRM Consumer Experience businesses, primarily in the Middle East. In addition, the economic and political conditions in the European Union, including the status of Brexit, remain uncertain and could negatively impact our businesses in the U.K. and in the region. In Latin America, the continuing unstable economic and political conditions in Brazil, as well as the negative effect of changes in foreign currency exchange rates and disposition ~~activity.~~activity, resulted in a weak performance in the region. In Asia-Pacific, organic growth in ~~most countries in the region, especially Japan~~Australia and New Zealand was offset by the ~~weakening~~negative impact of ~~all currencies~~changes in ~~the region against the U.S. Dollar, as well as disposition activity,~~foreign exchange rates and negative performance in ~~China, which faced a difficult comparison to the second quarter of 2018.~~Japan and China. The change in revenue in the ~~second~~first quarter of 2020 compared to the first quarter of 2019, ~~compared to the second quarter of 2018~~ in our ~~four~~ fundamental disciplines was: ~~Advertising increased 1.3%,~~advertising decreased $36.8 million, CRM Consumer Experience decreased ~~0.1%,~~$16.0 million, CRM Execution & Support decreased ~~34.6%, Public Relations~~$29.9 million, public relations decreased ~~3.7% and Healthcare increased 7.5%.~~

~~For the~~ ~~six~~ ~~months ended June 30, 2019, our revenue decreased 4.0% compared to the~~ ~~six~~ months ended June 30, 2018. Changes in foreign exchange rates reduced revenue 3.0%, acquisition revenue, net of disposition revenue, reduced revenue 3.7%, and organic growth increased revenue 2.7%. Across our principal regional markets, the changes in revenue were: North America increased 0.6%, Europe decreased 10.5%, Asia-Pacific decreased 6.3% and Latin America decreased 16.9%. In North America, improved growth in the United States and Canada was substantially offset by a decrease in revenue primarily resulting from net 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$2.5 million and healthcare ~~businesses, partially offset by a decrease in organic revenue growth in our CRM Execution & Support businesses. In Europe, moderate organic growth in the region was~~

offset by the weakening of substantially all currencies in the region against the U.S. Dollar, disposition activity, and weaker performance in France. The decrease in revenue in Latin America was primarily a result of the weakening of most currencies in the region against the U.S. Dollar, negative performance in Brazil and disposition activity. In Asia-Pacific, organic growth in most countries in the region, especially Australia, New Zealand and Japan, was offset by the weakening of all currencies in the region against the U.S. Dollar, disposition activity, and negative performance in China, which faced a difficult comparison to 2018. The change in revenue in the ~~six~~ ~~months of 2019 compared to the~~ ~~six~~ ~~months of 2018, in our four fundamental disciplines was: Advertising~~ increased ~~1.2%, CRM Consumer Experience decreased 2.3%, CRM Execution & Support decreased 32.9%, Public Relations decreased 3.6% and Healthcare increased 7.9%.~~$23.2 million.

We measure cost of services in two distinct categories: salary and service costs and occupancy and other costs. As a service business, salary and service costs make up 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 direct service costs, which include third-party supplier costs and client-related travel costs. Occupancy and other costs consist of the indirect costs related to the delivery of our services, including office rent and other occupancy costs, equipment rent, technology costs, general office expenses and other expenses.

SG&A expenses, which decreased ~~slightly~~ 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.

Operating expenses in the ~~second~~first quarter of ~~2019~~2020 decreased ~~4.0% period-over-period, primarily as a result of our disposition activity and the weakening of substantially all foreign currencies against the U.S. Dollar.~~$53.3 million, or 1.8%, period-over-period. Salary and service costs, which tend to fluctuate with changes in revenue, decreased ~~$107.7~~$34.3 million, or ~~3.9%~~1.3%, in the ~~second~~first quarter of ~~2019~~2020 compared to the ~~second~~first quarter of ~~2018.~~2019. Occupancy and other costs, which are less directly linked to changes in revenue than salary and service costs, ~~decreased $4.2~~increased $0.4 million, or ~~1.3%~~0.1%, in the ~~second~~first quarter of ~~2019~~2020 compared to the ~~second~~first quarter of ~~2018.~~2019. Operating margin ~~for the second quarter of 2019 was 15.4% compared~~decreased 0.1% to 15.1% for the second quarter of 2018. The period-over-period increase 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 current12.3% 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. Earnings before interest, taxes and amortization of intangible assets, or EBITA margin ~~for the second quarter of 2019 was 16.0% compared~~decreased 0.1% to ~~15.8% for the second quarter of 2018.~~12.9%, period-over-period.

Operating expenses in the six months of 2019 decreased 4.6% period-over-period, primarily as a result of our disposition activity and the weakening of most foreign currencies against the U.S. Dollar. Salary and service costs, which tend to fluctuate with changes in revenue, decreased $252.9 million, or 4.6%, in the six months of 2019 compared to the six months of 2018. Occupancy and other costs, which are less directly linked to changes in revenue than salary and service costs, decreased $15.2 million, or 2.4%, in the six months of 2019 compared to the six months of 2018. Operating margin increased period-over-period to 13.9% from 13.4%. The period-over-period increase 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. In addition, a net gain on the sale of certain businesses during the period, partially offset by the negative impact of changes in foreign exchange rates, marginally improved EBITA margin and operating profit in the current period. EBITA margin in the six months of 2019 was 14.5% compared to 14.1% in the six months of 2018.

Net interest expense in the ~~second~~first quarter of ~~2019~~2020 decreased ~~$2.3~~$0.2 million period-over-period to ~~$50.2 million, and net interest expense in the six months of 2019 decreased $3.1 million period-over-period to $96.2~~$45.8 million. Interest expense on debt ~~increased $2.2~~decreased $5.4 million to ~~$62.5~~$53.8 million in the ~~second~~first quarter of ~~2019~~ ~~and~~ ~~increased $5.4 million to $121.7 million in the six months of 2019~~2020, primarily reflecting ~~higher~~a reduction in interest expense from refinancing activity, principally from the issuance of the Euro notes at lower interest rates ~~on the floating leg of our fixed-to-floating interest rate swaps,~~in 2019, partially offset by a ~~decrease~~loss of $7.7 million on the early redemption of the remaining $600 million principal amount of the 2020 Notes. Interest income decreased $4.3 million to $12.7 million period-over-period. Additionally, we took actions to strengthen our liquidity and financial position that are intended to mitigate the potential impact of the COVID-19 pandemic on our liquidity. On April 1, 2020, we issued our 4.20% Notes. For the remainder of the year, we expect the refinancing activity in 2019 and 2020 will more than offset the increase in interest expense ~~on commercial paper issuances~~from the issuance of the 4.20% Notes in April 2020. However, at this time, we expect reductions in interest income compared to the prior ~~period. In February 2019, OFL, a U.K. based wholly owned subsidiary~~year will offset these reductions for the remainder of the Company, issued €520 million of short-term senior notes in a private placement to an investor outside the United States. The notes are unsecured, non-interest bearing and mature on August 14, 2019. As a result, in the second quarter and six months of 2019, we were able to substantially reduce our commercial paper issuances, which reduced interest expense in the periods. Interest income in the ~~second~~ ~~quarter and six months of 2019 increased~~ ~~$2.5 million~~ ~~and $4.1 million period-over-period to $16.4 million and $33.4 million, respectively, reflecting higher cash balances available for investment.~~2020.

Our effective tax rate for the ~~six~~three months ~~of 2019, increased~~ended March 31, 2020 decreased period-over-period to ~~25.7%~~26.0% from ~~25.2%~~26.8%. The ~~effective~~decrease was primarily attributable to recognizing certain domestic tax ~~rate for 2019 reflects a benefit of $10.8 million primarily from~~credits during the ~~net favorable settlements of uncertain tax positions in certain jurisdictions, which resulted in the recognition of net deferred tax assets in the~~ ~~second~~ quarter of 2019. Included in income tax expense for 2018 is a reduction of approximately $13 million for the successful resolution of foreign tax claims in the first quarter of 2018, which lowered our effective tax rate to ~~25.2%.~~quarter.

Net income - Omnicom Group Inc. in the ~~second~~first quarter of ~~2019 increased $6.5~~2020 decreased $5.1 million, or ~~1.8%~~1.9%, to ~~$370.7~~$258.1 million from ~~$364.2~~$263.2 million in the ~~second~~first quarter of ~~2018, and net income - Omnicom Group Inc. in the six months of 2019 increased $5.6 million, or 0.9%, to $633.9 million from $628.3 million in the six months of 2018.~~2019. The period-over-period ~~increase~~decrease is due to the factors described ~~above.~~above and a $3.9 million loss included in Loss from Equity Method Investments, related to the impairment of an investment in affiliate. Diluted net income per share - Omnicom Group Inc. ~~increased 5.0% to $1.68~~was $1.19 in the ~~second~~first quarter of ~~2019, compared to $1.60 in the~~ ~~second~~ ~~quarter of 2018,~~2020 and ~~diluted net income per share - Omnicom Group Inc.~~ increased ~~4.4% to $2.85 in the six months of 2019, compared to $2.73 in the six months of 2018,~~period-over-period due to the factors described above, as well as the impact of the reduction in our weighted average common shares outstanding resulting from repurchases of our common stock, net of shares issued for restricted stock awards, stock option exercises and the employee stock purchase plan.

RESULTS OF OPERATIONS - ~~Second~~First Quarter ~~2019~~2020 Compared to ~~Second~~First Quarter ~~2018~~2019 (in millions):

2019 2018
Revenue $ 3,719.8
$ 3,859.6
Operating Expenses:
Salary and service costs 2,665.2
2,772.9
Occupancy and other costs 315.4
319.6
Cost of services 2,980.6
3,092.5
Selling, general and administrative expenses 107.7
117.4
Depreciation and amortization 57.8
67.4
3,146.1
3,277.3
Operating Profit 573.7
582.3
Operating Margin % 15.4 % 15.1 %
Interest Expense 66.6
66.4
Interest Income 16.4
13.9
Income Before Income Taxes and Income From Equity Method Investments 523.5
529.8
Income Tax Expense 130.6
136.7
Income From Equity Method Investments 1.2
1.7
Net Income 394.1
394.8
Net Income Attributed To Noncontrolling Interests 23.4
30.6
Net Income - Omnicom Group Inc. $ 370.7
$ 364.2


	2020			2019
Revenue	$	3,406.9		$	3,468.9
Operating Expenses:
Salary and service costs	2,533.3			2,567.6
Occupancy and other costs	309.6			309.2
Cost of services	2,842.9			2,876.8
Selling, general and administrative expenses	86.8			103.6
Depreciation and amortization	57.0			59.6
	2,986.7			3,040.0
Operating Profit	420.2			428.9
Operating Margin %	12.3		%	12.4		%
Interest Expense	58.5			63.0
Interest Income	12.7			17.0
Income Before Income Taxes and Loss From Equity Method Investments	374.4			382.9
Income Tax Expense	97.4			102.7
Loss From Equity Method Investments	(5.3)			(0.5)
Net Income	271.7			279.7
Net Income Attributed To Noncontrolling Interests	13.6			16.5
Net Income - Omnicom Group Inc.	$	258.1		$	263.2

Non-GAAP Financial Measures

We use EBITA and EBITA Margin as additional operating performance measures that exclude the non-cash amortization expense of intangible assets, which primarily consists of amortization of intangible assets arising from acquisitions. We define EBITA as earnings before interest, taxes and amortization of intangible assets, and EBITA Margin as EBITA divided by revenue. EBITA and EBITA Margin are non-GAAP Financial measures. We believe that EBITA and EBITA Margin are useful measures for investors to evaluate the performance of our business. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with U.S. GAAP. Non-GAAP financial measures reported by us may not be comparable to similarly titled amounts reported by other companies.

The following table reconciles the U.S. GAAP financial measure of Net Income - Omnicom Group Inc. to EBITA and EBITA Margin for the periods presented (in millions):


	2020			2019
Net Income - Omnicom Group Inc.	$	258.1		$	263.2
Net Income Attributed To Noncontrolling Interests	13.6			16.5
Net Income	271.7			279.7
Loss From Equity Method Investments	(5.3)			(0.5)
Income Tax Expense	97.4			102.7
Income Before Income Taxes and Loss From Equity Method Investments	374.4			382.9
Interest Expense	58.5			63.0
Interest Income	12.7			17.0
Operating Profit	420.2			428.9
Add back: Amortization of intangible assets	20.8			21.6
Earnings before interest, taxes and amortization of intangible assets (“EBITA”)	$	441.0		$	450.5

Revenue	$	3,406.9		$	3,468.9
EBITA	$	441.0		$	450.5
EBITA Margin %	12.9		%	13.0		%

2019 2018
Net Income - Omnicom Group Inc. $ 370.7
$ 364.2
Net Income Attributed To Noncontrolling Interests 23.4
30.6
Net Income 394.1
394.8
Income From Equity Method Investments 1.2
1.7
Income Tax Expense 130.6
136.7
Income Before Income Taxes and Income From Equity Method Investments 523.5
529.8
Interest Expense 66.6
66.4
Interest Income 16.4
13.9
Operating Profit 573.7
582.3
Add back: Amortization of intangible assets 21.2
27.0
Earnings before interest, taxes and amortization of intangible assets (“EBITA”) $ 594.9
$ 609.3

Revenue $ 3,719.8
$ 3,859.6
EBITA $ 594.9
$ 609.3
EBITA Margin % 16.0 % 15.8 %

Revenue

For the three months ended ~~June 30, 2019~~March 31, 2020 compared to the prior year period, revenue decreased ~~$139.8~~$62.0 million, or ~~3.6%~~1.8%, to ~~$3,719.8~~$3,406.9 million from ~~$3,859.6~~$3,468.9 million in the ~~second~~first quarter of ~~2018.~~2019. Changes in foreign exchange rates reduced revenue ~~$100.3~~

$50.0 million, acquisition revenue, net of disposition revenue, reduced revenue ~~$147.6~~$23.9 million, and organic growth increased revenue ~~$108.1~~$11.9 million.

The impact of changes in foreign exchange rates reduced revenue ~~2.6%~~1.4%, or ~~$100.3~~$50.0 million, compared to the ~~second~~first quarter of ~~2018,~~2019, primarily resulting from the weakening of substantially all foreign currencies, especially the Euro, British Pound and Australian Dollar, against the U.S. Dollar.

The components of revenue change for the ~~second~~first quarter of ~~2019~~2020 in the United States (“Domestic”) and the remainder of the world (“International”) were (in millions):


																	Total						Domestic						International
	Total					Domestic					International						$		%		$		%		$		%
	$			%		$			%		$			%
June 30, 2018	$	3,859.6				$	1,990.8				$	1,868.8
March 31, 2019																March 31, 2019	$	3,468.9			$	1,884.1			$	1,584.8
Components of revenue change:																Components of revenue change:
Foreign exchange rate impact	(100.3		)	(2.6	)%	—			—	%	(100.3		)	(5.4	)%	Foreign exchange rate impact	(50.0)		(1.4)	%	—		—	%	(50.0)		(3.2)	%
Acquisition revenue, net of disposition revenue	(147.6		)	(3.8	)%	(48.8		)	(2.5	)%	(98.8		)	(5.3	)%	Acquisition revenue, net of disposition revenue	(23.9)		(0.7)	%	(22.7)		(1.2)	%	(1.2)		(0.1)	%
Organic growth	108.1			2.8	%	63.2			3.2	%	44.9			2.4	%	Organic growth	11.9		0.3	%	32.8		1.7	%	(20.9)		(1.3)	%
June 30, 2019	$	3,719.8		(3.6	)%	$	2,005.2		0.7	%	$	1,714.6		(8.3	)%

March 31, 2020																March 31, 2020	$	3,406.9	(1.8)	%	$	1,894.2	0.5	%	$	1,512.7	(4.5)	%

The components and percentages are calculated as follows:

•Foreign exchange rate impact is calculated by translating the current period’s local currency revenue using the prior period average exchange rates to derive current period constant currency revenue (in this case ~~$3,820.1~~$3,456.9 million for the Total column). The foreign exchange impact is the difference between the current period revenue in U.S. Dollars and the current period constant currency revenue ($~~3,719.8~~3,406.9 million less ~~$3,820.1~~$3,456.9 million for the Total column).

•Acquisition revenue is calculated as if the acquisition occurred twelve months prior to the acquisition date by aggregating the comparable prior period revenue of acquisitions through the acquisition date. As a result, acquisition revenue excludes the positive or negative difference between our current period revenue subsequent to the acquisition date and the comparable prior period revenue and the positive or negative growth after the acquisition is attributed to organic growth. Disposition revenue is calculated as if the disposition occurred twelve months prior to the disposition date by aggregating the comparable prior period revenue of dispositions through the disposition date. The acquisition revenue and disposition revenue amounts are netted in the table.

•Organic growth is calculated by subtracting the foreign exchange rate impact, and the acquisition revenue, net of disposition revenue components from total revenue growth.

•The percentage change is calculated by dividing the individual component amount by the prior period revenue base of that component ($~~3,859.6~~3,468.9 million for the Total column).

Changes in the value of foreign currencies against the U.S. Dollar affect our results of operations and financial position. For the most part, because the revenue and expense of our foreign operations are both denominated in the same local currency, the economic impact on operating margin is minimized. Assuming exchange rates at ~~July 11, 2019~~April 24, 2020 remain unchanged, we expect the impact of changes in foreign exchange rates to ~~reduce~~decrease revenue by approximately 2.0% for the year and ~~1.0%~~2.5% in the ~~third~~second quarter.

Revenue and organic growth ~~expressed as a percentage~~ in our principal regional markets were (in millions):


	Three Months Ended March 31,
	2020		2019		$ Change		% Organic Growth
Americas:
North America	$	1,997.3	$	1,989.2	$	8.1	1.7	%
Latin America	71.4		89.0		(17.6)		(5.0)	%
EMEA:
Europe	923.4		945.5		(22.1)		(0.2)	%
Middle East and Africa	55.5		79.0		(23.5)		(28.4)	%
Asia-Pacific	359.3		366.2		(6.9)		2.0	%
	$	3,406.9	$	3,468.9	$	(62.0)	0.3	%

Three Months Ended June 30,
2019 2018 $ Change % Organic Growth
Americas:
North America $ 2,118.4
$ 2,097.4
$ 21.0
3.6 %
Latin America 96.9
115.1
(18.2 ) (2.4 )%
EMEA:
Europe 1,035.9
1,142.6
(106.7 ) 2.8 %
Middle East and Africa 61.0
70.2
(9.2 ) (8.3 )%
Asia-Pacific 407.6
434.3
(26.7 ) 1.9 %
$ 3,719.8
$ 3,859.6
$ (139.8 ) 2.8 %

Revenue in Europe, which includes our primary markets of the U.K. and the Euro Zone, decreased ~~$106.7~~$22.1 million for the ~~second~~first quarter of ~~2019.~~2020. Revenue in the U.K., representing ~~9.7%~~10.1% of total revenue, ~~decreased $2.5 million primarily due to the weakening of the British Pound against the U.S. Dollar.~~increased $6.3 million. Revenue in Continental Europe, which comprises the Euro Zone and the

other European countries, representing ~~18.2%~~17.0% of total revenue, decreased ~~$104.2~~$28.4 million, primarily due to ~~disposition activity and~~ the unfavorable impact from changes in foreign exchange rates.

In North America, ~~improved~~ organic growth in the United States and Canada was substantially offset by a decrease in revenue primarily resulting from net 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,~~ healthcare and CRM Consumer Experience businesses ~~partially~~was offset by ~~a decrease~~negative performance in ~~organic revenue growth~~our advertising and media businesses and disposition activity in 2019 primarily in our CRM Execution & Support ~~businesses.~~discipline. In Europe and the Middle East and Africa, while mixed by market and discipline, modest organic growth in the ~~region~~U.K. was offset by the ~~weakening~~negative impact of ~~substantially all currencies~~changes in ~~the region against the U.S. Dollar, disposition activity~~foreign exchange rates and negative performance in ~~France, which faced a difficult comparison to the prior year period,~~our advertising and ~~Germany. The decrease~~media businesses in ~~revenue in Latin America was primarily a result of the weakening of~~ most ~~currencies~~markets in the ~~region against the U.S. Dollar,~~regions, as well as a negative performance in our CRM Consumer Experience businesses, primarily in the Middle East. In addition, the economic and political conditions in the European Union, including the status of Brexit, remain uncertain and could negatively impact our businesses in the U.K. and in the region.In Latin America, the continuing unstable economic and political conditions in Brazil, as well as the negative effect of changes in foreign currency exchange rates and disposition ~~activity.~~activity, resulted in a weak performance in the region. In Asia-Pacific, organic growth in ~~most countries in the region, especially Japan~~Australia and New Zealand was offset by the ~~weakening~~negative impact of ~~all currencies~~changes in ~~the region against the U.S. Dollar, disposition activity,~~foreign exchange rates and negative performance in ~~China, which faced a difficult comparison to the second quarter of 2018.~~Japan and China.

In the normal course of business, our agencies both gain and lose business from clients each year due to a variety of factors. The net change in the ~~second~~first quarter of ~~2019~~2020 was an overall gain in new business. Under our client-centric approach, we seek to broaden our relationships with all of our clients. ~~Our~~In the first quarter of 2020 and 2019, our largest client represented ~~2.9%~~3.8% and ~~2.8%~~3.2% of ~~our~~ revenue, ~~for the second quarter of 2019 and 2018,~~ respectively. Our ten largest and 100 largest clients represented ~~19.5%~~21.6% and ~~52.0%~~54.1% of ~~our~~ revenue for the ~~second~~first quarter of ~~2019,~~2020, respectively, and ~~19.1%~~19.2% and ~~51.0%~~51.8% of ~~our~~ revenue for the ~~second~~first quarter of ~~2018,~~2019, respectively.

In an effort to monitor the changing needs of our clients and to further expand the scope of our services to key clients, we monitor revenue across a broad range of disciplines and group them into the following categories: advertising, CRM, which includes CRM Consumer Experience and CRM Execution & Support, public relations and healthcare.

Revenue ~~for the second quarter of 2019 and 2018 and the change in revenue~~ and organic growth ~~from the second quarter of 2018~~ by discipline were (in millions):


	Three Months Ended June 30,														Three Months Ended March 31,
	2019				2018				2019 vs. 2018						2020						2019						2020 vs. 2019
	$		% of Revenue		$		% of Revenue		$ Change			% Organic Growth			$		% of Revenue		$		% of Revenue		$ Change		% Organic Growth
Advertising	$	2,093.9	56.3	%	$	2,067.6	53.6	%	$	26.3		4.4	%	Advertising	$	1,892.8	55.6	%	$	1,929.6	55.6	%	$	(36.8)	(0.1)	%
CRM Consumer Experience	659.5		17.7	%	660.0		17.1	%	(0.5		)	1.9	%	CRM Consumer Experience	583.1		17.1	%	599.1		17.3	%	(16.0)		(1.3)	%
CRM Execution & Support	326.1		8.8	%	498.7		12.9	%	(172.6		)	(2.6	)%	CRM Execution & Support	318.1		9.3	%	348.0		10.1	%	(29.9)		(0.9)	%
Public Relations	349.3		9.4	%	362.7		9.4	%	(13.4		)	(1.3	)%	Public Relations	331.6		9.7	%	334.1		9.6	%	(2.5)		0.2	%
Healthcare	291.0		7.8	%	270.6		7.0	%	20.4			8.4	%	Healthcare	281.3		8.3	%	258.1		7.4	%	23.2		9.6	%
	$	3,719.8			$	3,859.6			$	(139.8	)	2.8	%		$	3,406.9			$	3,468.9			$	(62.0)	0.3	%

We provide services to clients that operate in various industry sectors. Revenue by sector ~~for the second quarter of 2019 and 2018~~ was:

2019 2018
Food and Beverage 13 % 13 %
Consumer Products 9 % 9 %
Pharmaceuticals and Health Care 14 % 13 %
Financial Services 9 % 8 %
Technology 7 % 9 %
Auto 10 % 10 %
Travel and Entertainment 7 % 7 %
Telecommunications 5 % 5 %
Retail 5 % 6 %
Other 21 % 20 %

Operating expenses ~~for the second quarter of 2019 compared to the second quarter of 2018~~ were (in millions):

Operating expenses in the ~~second~~first quarter of ~~2019~~2020 decreased ~~$131.2~~$53.3 million, or ~~4.0%~~1.8%, ~~period-over-period, primarily as a result of our disposition activity and the weakening of substantially all foreign currencies against the U.S. Dollar.~~period-over-period. Salary and service costs, which tend to fluctuate with changes in revenue, decreased ~~$107.7~~$34.3 million, or ~~3.9%~~1.3%, in the ~~second~~first quarter of ~~2019~~2020 compared to the ~~second~~first quarter of ~~2018.~~2019. Occupancy and other costs, which are less directly linked to changes in revenue than salary and service costs, ~~decreased $4.2~~increased $0.4 million, or ~~1.3%~~0.1%, in the ~~second~~first quarter of ~~2019~~2020 compared to the ~~second~~first quarter of ~~2018.~~2019. Operating margin ~~for the second quarter of 2019 was 15.4% compared~~decreased 0.1% to 15.1% for the second quarter of 2018. The period-over-period increase 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 current12.3% 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. Earnings before interest, taxes and amortization of intangible assets, or EBITA margin ~~for the second quarter of 2019 was 16.0% compared~~decreased 0.1% to ~~15.8% for the second quarter of 2018.~~12.9%, period-over-period.

Net Interest Expense

Net interest expense in the ~~second~~first quarter of ~~2019~~2020 decreased ~~$2.3~~$0.2 million period-over-period to ~~$50.2~~$45.8 million. Interest expense on debt ~~increased $2.2~~decreased $5.4 million to ~~$62.5~~$53.8 million in the ~~second~~first quarter of ~~2019~~2020, primarily reflecting ~~higher~~a reduction in interest expense from refinancing activity, principally from the issuance of the Euro notes at lower interest rates ~~on the floating leg of our fixed-to-floating interest rate swaps,~~in 2019, partially offset by a ~~decrease~~loss of $7.7 million on the early redemption of the remaining $600 million principal amount of the 2020 Notes. Interest income decreased $4.3 million to $12.7 million period-over-period. Additionally, we took actions to strengthen our liquidity and financial position that are intended to mitigate the potential impact of the COVID-19 pandemic on our liquidity. On April 1, 2020, we issued our 4.20% Notes. For the remainder of the year, we expect the refinancing activity in 2019 and 2020 will more than offset the increase in interest expense ~~on commercial paper issuances~~from the issuance of the 4.20% Notes in April 2020. However, at this time, we expect reductions in interest income compared to the prior ~~period. In February 2019, OFL issued €520 million~~year will offset these reductions for the remainder of ~~short-term senior notes in a private placement to an investor outside the United States. The notes are unsecured, non-interest bearing and mature on August 14, 2019. As a result, in the~~ ~~second~~ ~~quarter of 2019, we were able to substantially reduce our commercial paper issuances, which reduced interest expense in the period. Interest income increased~~ ~~$2.5 million~~ ~~to $16.4 million period-over-period, reflecting higher cash balances available for investment.~~2020.

Our effective tax rate for the ~~second quarter of 2019~~three months ended March 31, 2020 decreased period-over-period to ~~24.9%~~26.0% from ~~25.8%~~26.8%. InThe decrease was primarily attributable to recognizing certain domestic tax credits during the second quarter of 2019, income tax expense was reduced by $10.8 million primarily from the net favorable settlements of uncertain tax positions in certain jurisdictions, which resulted in the recognition of a deferred tax asset in the current period.quarter.

Net Income Per Share - Omnicom Group Inc.

Net income - Omnicom Group Inc. in the ~~second~~first quarter of ~~2019 increased $6.5~~2020 decreased $5.1 million, or ~~1.8%~~1.9%, to ~~$370.7~~$258.1 million from ~~$364.2~~$263.2 million in the ~~second~~first quarter of ~~2018.~~2019. The period-over-period ~~increase~~decrease is due to the factors described ~~above.~~above, and a $3.9 million loss included in Loss from Equity Method Investments, related to the impairment of an investment in affiliate. Diluted net income per share - Omnicom Group Inc. ~~increased 5.0% to $1.68~~was $1.19 in the ~~second~~first quarter of ~~2019, compared to $1.60 in the second quarter of 2018,~~2020 and increased period-over-period due to the factors described above, as well as the impact of the reduction in our weighted average common shares outstanding resulting from repurchases of our common stock, net of shares issued for restricted stock awards, stock option exercises and the employee stock purchase plan.

~~RESULTS OF OPERATIONS - Six Months of 2019 Compared to Six Months of 2018 (in millions):~~

~~Non-GAAP Financial Measures~~

~~The following table reconciles the U.S. GAAP financial measure of Net Income - Omnicom Group Inc. to EBITA and EBITA Margin for the periods presented (in millions):~~

In the six months of 2019, revenue decreased $300.5 million, or 4.0%, to $7,188.7 million from $7,489.2 million in the six months of 2018. Changes in foreign exchange rates reduced revenue $222.4 million, acquisition revenue, net of disposition revenue, reduced revenue $277.7 million, and organic growth increased revenue $199.6 million.

The impact of changes in foreign exchange rates reduced revenue 3.0%, or $222.4 million, compared to the six months of 2018, primarily resulting from the weakening of substantially all foreign currencies, especially the Euro, British Pound, Australian Dollar and Canadian Dollar, against the U.S. Dollar.



New York		13-1514814
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

437 Madison Avenue, New York, NY		10022
~~New York~~
~~New York~~	~~10022~~
(Address of principal executive offices)	(Zip Code)



Title of each class	Trading Symbols	Name of each exchange on which registered
Common Stock, $0.15 Par Value	OMC	New York Stock Exchange
0.800% Senior Notes due 2027	OMC/27	New York Stock Exchange
1.400% Senior Notes due 2031	OMC/31	New York Stock Exchange



	June 30, 2019			December 31, 2018
	(Unaudited)
ASSETS
Current Assets:
Cash and cash equivalents	$	2,898.1		$	3,652.4
Short-term investments, at cost	5.4			5.5
Accounts receivable, net of allowance for doubtful accounts of $24.9 and $26.8	7,244.9			7,666.1
Work in process	1,363.5			1,161.5
Other current assets	1,290.9			1,241.4
Total Current Assets	12,802.8			13,726.9
Property and Equipment at cost, less accumulated depreciation of $1,143.7 and $1,185.0	679.8			694.4
Operating Lease Right-Of-Use Assets	1,435.3			—
Equity Method Investments	111.7			120.9
Goodwill	9,364.7			9,384.3
Intangible Assets, net of accumulated amortization of $748.2 and $737.4	353.5			382.8
Other Assets	294.3			307.7
TOTAL ASSETS	$	25,042.1		$	24,617.0
LIABILITIES AND EQUITY
Current Liabilities:
Accounts payable	$	10,445.9		$	11,464.3
Customer advances	1,094.1			1,159.0
Current portion of debt	899.5			499.6
Short-term debt	608.5			8.1
Taxes payable	123.4			180.6
Other current liabilities	1,896.7			1,958.6
Total Current Liabilities	15,068.1			15,270.2
Long-Term Liabilities	975.1			1,197.8
Long-Term Liability - Operating Leases	1,317.9			—
Long-Term Debt	4,025.9			4,384.1
Deferred Tax Liabilities	438.0			413.7
Commitments and Contingent Liabilities (Note 13)
Temporary Equity - Redeemable Noncontrolling Interests	257.7			244.3
Equity:
Shareholders’ Equity:
Preferred stock	—			—
Common stock	44.6			44.6
Additional paid-in capital	726.2			728.8
Retained earnings	7,384.7			7,016.1
Accumulated other comprehensive income (loss)	(1,234.9		)	(1,228.5		)
Treasury stock, at cost	(4,510.4		)	(4,013.9		)
Total Shareholders’ Equity	2,410.2			2,547.1
Noncontrolling interests	549.2			559.8
Total Equity	2,959.4			3,106.9
TOTAL LIABILITIES AND EQUITY	$	25,042.1		$	24,617.0



	Three Months Ended June 30,				Six Months Ended June 30,
	2019		2018		2019		2018
Revenue	$	3,719.8	$	3,859.6	$	7,188.7	$	7,489.2
Operating Expenses:
Salary and service costs	2,665.2		2,772.9		5,232.8		5,485.7
Occupancy and other costs	315.4		319.6		624.7		639.9
Cost of services	2,980.6		3,092.5		5,857.5		6,125.6
Selling, general and administrative expenses	107.7		117.4		211.2		222.9
Depreciation and amortization	57.8		67.4		117.4		136.8
	3,146.1		3,277.3		6,186.1		6,485.3
Operating Profit	573.7		582.3		1,002.6		1,003.9
Interest Expense	66.6		66.4		129.6		128.6
Interest Income	16.4		13.9		33.4		29.3
Income Before Income Taxes and Income From Equity Method Investments	523.5		529.8		906.4		904.6
Income Tax Expense	130.6		136.7		233.2		227.7
Income From Equity Method Investments	1.2		1.7		0.7		2.6
Net Income	394.1		394.8		673.9		679.5
Net Income Attributed To Noncontrolling Interests	23.4		30.6		40.0		51.2
Net Income - Omnicom Group Inc.	$	370.7	$	364.2	$	633.9	$	628.3
Net Income Per Share - Omnicom Group Inc.:
Basic	$	1.69	$	1.61	$	2.86	$	2.75
Diluted	$	1.68	$	1.60	$	2.85	$	2.73

Dividends Declared Per Common Share	$	0.65	$	0.60	$	1.30	$	1.20



	Omnicom Group Inc.
	Common Stock			Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Treasury Stock			Shareholders’ Equity			Noncontrolling Interests			Total Equity
	Shares	Par Value
Balance as of December 31, 2018	297.2	$	44.6	$	728.8		$	7,016.1		$	(1,228.5	)	$	(4,013.9	)	$	2,547.1		$	559.8		$	3,106.9
Cumulative effect of accounting change							22.3			(22.3		)				—			—			—
Net income							263.2									263.2			16.5			279.7
Other comprehensive income (loss)										32.8						32.8			1.0			33.8
Dividends to noncontrolling interests																			(17.0		)	(17.0		)
Acquisition of noncontrolling interests				0.4												0.4			(5.0		)	(4.6		)
Increase in noncontrolling interests from business combinations																			1.0			1.0
Change in temporary equity				(18.2		)										(18.2		)				(18.2		)
Common stock dividends declared ($0.65 per share)							(144.6		)							(144.6		)				(144.6		)
Share-based compensation				16.8												16.8						16.8
Stock issued, share-based compensation				(9.8		)							11.7			1.9						1.9
Common stock repurchased													(286.1		)	(286.1		)				(286.1		)
Balance as of March 31, 2019	297.2	44.6		718.0			7,157.0			(1,218.0		)	(4,288.3		)	2,413.3			556.3			$	2,969.6
Net income							370.7									370.7			23.4			394.1
Other comprehensive income (loss)										(16.9		)				(16.9		)	—			(16.9		)
Dividends to noncontrolling interests																			(29.1		)	(29.1		)
Acquisition of noncontrolling interests				1.7												1.7			(1.4		)	0.3
Increase in noncontrolling interests from business combinations																			—			—
Change in temporary equity				6.1												6.1						6.1
Common stock dividends declared ($0.65 per share)							(143.0		)							(143.0		)				(143.0		)
Share-based compensation				17.5												17.5						17.5
Stock issued, share-based compensation				(17.1		)							19.4			2.3						2.3
Common stock repurchased													(241.5		)	(241.5		)				(241.5		)
Balance as of June 30, 2019	297.2	$	44.6	$	726.2		$	7,384.7		$	(1,234.9	)	$	(4,510.4	)	$	2,410.2		$	549.2		$	2,959.4



	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 right-of-use 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 liability - Operating leases	—		1,258.5			1,258.5
Long-term liabilities	1,197.8		(153.7		)	1,044.1
Total liabilities and equity	24,617.0		1,277.3			25,894.3



	2019		2018
Credit Facility	$	2,500.0	$	2,500.0
Uncommitted credit lines	1,488.2		1,231.6
Available and unused credit lines	$	3,988.2	$	3,731.6



	2019			2018
6.25% Senior Notes due 2019	$	500.0		$	500.0
4.45% Senior Notes due 2020	1,000.0			1,000.0
3.625% Senior Notes due 2022	1,250.0			1,250.0
3.65% Senior Notes due 2024	750.0			750.0
3.60% Senior Notes due 2026	1,400.0			1,400.0
	4,900.0			4,900.0
Unamortized premium (discount), net	4.2			4.9
Unamortized debt issuance costs	(14.4		)	(16.4		)
Unamortized deferred gain from settlement of interest rate swaps	38.9			48.0
Fair value adjustment attributed to outstanding interest rate swaps	(3.3		)	(52.8		)
	4,925.4			4,883.7
Current portion	(899.5		)	(499.6		)
Long-term debt	$	4,025.9		$	4,384.1



	Operating Leases		Finance Leases
Net increase in lease liability	$	1,703.8	$	28.7



	Six Months Ended June 30,
	2019
Operating leases:
Lease cost	$	157.6
Variable lease cost	16.8
Sublease income	(2.7		)
Operating lease expense	171.7

Short-term lease rent expense	2.5
Finance leases:
Amortization of right-of-use assets	20.7
Interest on lease liability	2.5
	23.2

Total lease cost	$	197.4



	Real Estate		Equipment		Total
Operating leases	$	1,410.2	$	25.1	$	1,435.3
Finance leases	—		131.7		131.7
	$	1,410.2	$	156.8	$	1,567.0



	Operating Leases		Finance Leases
Weighted average remaining lease term (years)	8.4		3.0
Weighted average discount rate	3.9	%	4.2	%



	Operating Leases		Finance Leases
2019 Remainder	$	173.0	$	23.7
2020	317.5		44.5
2021	264.5		35.7
2022	213.2		22.1
2023	166.5		10.4
2024	145.3		4.3
Thereafter	615.3		3.0
Total undiscounted lease payments	1,895.3		143.7
Less: Imputed interest	298.3		10.1
Present value of lease payments	$	1,597.0	$	133.6

Other current liabilities	$	279.1	$	42.8
Long-term liability - Operating leases	1,317.9
Long-term liabilities			90.8
	$	1,597.0	$	133.6



2019	Cash Flow Hedge			Available-for-Sale Securities		Defined Benefit Pension Plans and Postemployment Arrangements			Foreign Currency Translation			Total
January 1	$	(22.3	)	$	—	$	(69.3	)	$	(1,136.9	)	$	(1,228.5	)
Cumulative effect of accounting change	(5.6		)	—		(16.7		)	—			(22.3		)
Other comprehensive income (loss) before reclassifications	—			—		—			11.9			11.9
Reclassification from accumulated other comprehensive income (loss)	2.0			—		2.0			—			4.0
June 30	$	(25.9	)	$	—	$	(84.0	)	$	(1,125.0	)	$	(1,234.9	)



2018
January 1	$	(26.3	)	$	(0.3	)	$	(88.4	)	$	(848.0	)	$	(963.0	)
Other comprehensive income (loss) before reclassifications	—			—			—			(212.3		)	(212.3		)
Reclassification from accumulated other comprehensive income (loss)	2.0			0.3			5.7			—			8.0
June 30	$	(24.3	)	$	—		$	(82.7	)	$	(1,060.3	)	$	(1,167.3	)



	2019		2018
Food and Beverage	13	%	13	%
Consumer Products	9	%	9	%
Pharmaceuticals and Health Care	14	%	13	%
Financial Services	9	%	8	%
Technology	7	%	9	%
Auto	10	%	10	%
Travel and Entertainment	7	%	7	%
Telecommunications	5	%	5	%
Retail	5	%	6	%
Other	21	%	20	%



	June 30,
	2019	2018
Long-Term Growth Rate	3.5%	4%
WACC	10.1% - 10.6%	10.5% - 11.1%



	2019			2018
Average amount outstanding during the quarter	$	246.6		$	717.0
Maximum amount outstanding during the quarter	$	666.0		$	1,218.7
Average days outstanding	3.0			12.7
Weighted average interest rate	2.64		%	2.28		%



Period	Total Number of Shares Purchased	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
April 1 - 30, 2019	144,829	$	82.43	—	—
May 1 - 31, 2019	1,262,933	78.96		—	—
June 1 - 30, 2019	1,638,084	79.24		—	—
	3,045,846	$	79.28	—	—


Period	Total Number of Shares Purchased	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
January 1 - January 31, 2020	213,203	$	80.86	—	—
February 1 - February 29, 2020	338,965	74.49		—	—
March 1 - March 31, 2020	2,333,890	67.50		—	—
	2,886,058	$	69.31	—	—



~~31.1~~4.1			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).
4.2			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).
4.3			Form of 2.450% Notes due 2030 (Included in Exhibit 4.2 to the February 21, 2020 8-K and incorporated herein by reference).
10.1			Director Compensation and Deferred Stock Program.
10.2			Second Amended and Restated Five Year Credit Agreement, dated as of February 14, 2020, by and among Omnicom Capital Inc., a Connecticut corporation, Omnicom Finance Limited, a private limited company organized under the laws of England and Wales, Omnicom Group Inc., 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, 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 Current Report on Form 8-K (File No. 1-10551) filed on February 19, 2020 and incorporated herein by reference).
10.3			Rochelle Tarlowe empl o yment letter .
31.1			Certification of the Chairman and Chief Executive Officer required by Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.
31.2			Certification of the Executive Vice President and Chief Financial Officer required by Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.
32			Certification of the Chairman and Chief Executive Officer and the Executive Vice President and Chief Financial Officer required by Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended, and 18 U.S.C. Section 1350.
~~101~~101.INS			Inline XBRL Instance Document (the instance document does not appear in the Interactive Data ~~Files.~~File because its XBRL tags are embedded within the Inline XBRL document)
101.SCH			Inline XBRL Taxonomy Extension Schema Document
101.CAL			Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF			Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB			Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE			Inline XBRL Taxonomy Extension Presentation Linkbase Document
104			Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)



		OMNICOM GROUP INC.
Date:	~~July 17, 2019~~April 28, 2020	/s/ PHILIP J. ANGELASTRO
		Philip J. Angelastro Executive Vice President and Chief Financial Officer (Principal Financial Officer and Authorized Signatory)