Omnicom A N N U A L R E P O R T 2020 Omnicom A N N U A L R E P O R T 2020 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 __________________________________ FORM 10-K A ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2020 __________________________________ Commission File Number: 1-10551 __________________________________ OMNICOM GROUP INC. (Exact name of registrant as specified in its charter) New York 13-1514814 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 280 Park Avenue, New York, NY 10017 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: (212) 415-3600 __________________________________ Securities Registered Pursuant to Section 12(b) of the Act: 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 Securities Registered Pursuant to Section 12(g) of the Act: None __________________________________ Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the SecuritiesAct. Yes A No M Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of theAct. Yes M No A Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes A No M 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 A No M 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. Large accelerated filer A Accelerated filer M Non-accelerated filer M Smaller reporting company M Emerging growth company M 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 ExchangeAct. M Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-OxleyAct (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. H Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the ExchangeAct). Yes M No A __________________________________ The aggregate market value of the voting and non-voting common stock held by non-affiliates as of June 30, 2020 was $11,583,494,559. As of February 11, 2021, there were 215,014,390 shares of Omnicom Group Inc. Common Stock outstanding. Portions of the Omnicom Group Inc. Definitive Proxy Statement for theAnnual Meeting of Shareholders scheduled to be held on May 4, 2021 are incorporated by reference into Part III of this report to the extent described herein. OMNICOM GROUP INC. ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2020 TABLE OF CONTENTS Page PART I Item 1. Business ............................................................................................. 1 Item 1A. Risk Factors .......................................................................................... 3 Item 1B. Unresolved Staff Comments .......................................................................... 6 Item 2. Properties ............................................................................................ 6 Item 3. Legal Proceedings .................................................................................... 7 Item 4. Mine Safety Disclosures .............................................................................. 7 PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities ........................................................................................ 7 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations ................ 7 Item 7A. Quantitative and Qualitative Disclosures About Market Risk ........................................... 28 Item 8. Financial Statements and Supplementary Data ......................................................... 29 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure .............. 29 Item 9A. Controls and Procedures .............................................................................. 29 Item 9B. Other Information ................................................................................... 30 PART III Item 10. Directors, Executive Officers and Corporate Governance ............................................... 30 Item 11. Executive Compensation ............................................................................. 30 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters .... 30 Item 13. Certain Relationships and Related Transactions, and Director Independence ............................ 30 Item 14. Principal Accountant Fees and Services ................................................................ 30 PART IV Item 15. Exhibit and Financial Statement Schedules ............................................................ 31 Item 16. Form 10-K Summary ................................................................................. 34 Signatures ....................................................................................................... 35 Management Report on Internal Control Over Financial Reporting ................................................ F-1 Report of Independent Registered Public Accounting Firm ........................................................ F-2 Consolidated Financial Statements ............................................................................... F-4 Notes to Consolidated Financial Statements ...................................................................... F-9 Schedule II - Valuation and Qualifying Accounts .................................................................. S-1 i FORWARD-LOOKING STATEMENTS Certain statements in this Annual Report on Form 10-K constitute forward-looking statements, including statements within the meaning of the Private Securities Litigation Reform Act of 1995. In addition, from time to time, the Company or its representatives have made, or may make, forward-looking statements, orally or in writing. These statements may discuss goals, intentions and expectations as to future plans, trends, events, results of operations or financial condition, or otherwise, based on current beliefs of the Company’s management as well as assumptions made by, and information currently available to, the Company’s management. Forward-looking statements may be accompanied by words such as “aim,” “anticipate,” “believe,” “plan,” “could,” “should,” “would,” “estimate,” “expect,” “forecast,” “future,” “guidance,” “intend,” “may,” “will,” “possible,” “potential,” “predict,” “project” or similar words, phrases or expressions. These forward-looking statements are subject to various risks and uncertainties, many of which are outside the Company’s control. Therefore, you should not place undue reliance on such statements. Factors that could cause actual results to differ materially from those in the forward-looking statements include: the impact of the COVID-19 pandemic, international, national or local economic conditions that could adversely affect the Company or its clients; losses on media purchases and production costs incurred on behalf of clients; reductions in client spending, a slowdown in client payments and a deterioration in the credit markets; the ability to attract new clients and retain existing clients in the manner anticipated; changes in client advertising, marketing and corporate communications requirements; failure to manage potential conflicts of interest between or among clients; unanticipated changes relating to competitive factors in the advertising, marketing and corporate communications industries; the ability to hire and retain key personnel; currency exchange rate fluctuations; reliance on information technology systems; changes in legislation or governmental regulations affecting the Company or its clients; risks associated with assumptions the Company makes in connection with its critical accounting estimates and legal proceedings; and the Company’s international operations, which are subject to the risks of currency repatriation restrictions, social or political conditions and regulatory environment. The foregoing list of factors is not exhaustive. You should carefully consider