___________________________________________________________________________________________________

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________

FORM 10-Q

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

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2019

_________________________

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 incorporation or organization)	(IRS Employer Identification No.)
437 Madison Avenue
New York
New York	10022
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (212) 415-3600

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

____________________________________________________________

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

____________________________________________________________

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 ☑ No ☐

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.

Large accelerated filer	☑	Accelerated filer	☐	Non-accelerated filer	☐
Smaller reporting company	☐			Emerging growth company	☐

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 October 8, 2019, there were 217,732,035 shares of Omnicom Group Inc. Common Stock outstanding.

OMNICOM GROUP INC.

QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2019

TABLE OF CONTENTS

PART I.	FINANCIAL INFORMATION	Page
Item 1.	Financial Statements
	Consolidated Balance Sheets - September 30, 2019 and December 31, 2018	1
	Consolidated Statements of Income - Three and Nine Months Ended September 30, 2019 and 2018	2
	Consolidated Statements of Comprehensive Income - Three and Nine Months Ended September 30, 2019 and 2018	3
	Consolidated Statements of Equity - Three and Nine Months Ended September 30, 2019 and 2018	4
	Consolidated Statements of Cash Flows - Nine Months Ended September 30, 2019 and 2018	5
	Notes to Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	32
Item 4.	Controls and Procedures	33
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	34
Item 1A.	Risk Factors	34
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	34
Item 6.	Exhibits	34
SIGNATURES		34

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; 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 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.

i

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

OMNICOM GROUP INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In millions)

	September 30, 2019			December 31, 2018
	(Unaudited)
ASSETS
Current Assets:
Cash and cash equivalents	$	2,440.4		$	3,652.4
Short-term investments, at cost	5.2			5.5
Accounts receivable, net of allowance for doubtful accounts of $18.7 and $26.8	6,547.9			7,666.1
Work in process	1,427.9			1,161.5
Other current assets	1,179.5			1,241.4
Total Current Assets	11,600.9			13,726.9
Property and Equipment at cost, less accumulated depreciation of $1,137.4 and $1,185.0	665.4			694.4
Operating Lease Right-Of-Use Assets	1,382.7			—
Equity Method Investments	110.5			120.9
Goodwill	9,291.4			9,384.3
Intangible Assets, net of accumulated amortization of $753.2 and $737.4	334.5			382.8
Other Assets	268.1			307.7
TOTAL ASSETS	$	23,653.5		$	24,617.0
LIABILITIES AND EQUITY
Current Liabilities:
Accounts payable	$	9,439.6		$	11,464.3
Customer advances	1,059.2			1,159.0
Current portion of debt	603.4			499.6
Short-term debt	7.9			8.1
Taxes payable	191.3			180.6
Other current liabilities	1,958.4			1,958.6
Total Current Liabilities	13,259.8			15,270.2
Long-Term Liabilities	975.5			1,197.8
Long-Term Liability - Operating Leases	1,277.0			—
Long-Term Debt	4,507.0			4,384.1
Deferred Tax Liabilities	423.9			413.7
Commitments and Contingent Liabilities (Note 13)
Temporary Equity - Redeemable Noncontrolling Interests	222.8			244.3
Equity:
Shareholders’ Equity:
Preferred stock	—			—
Common stock	44.6			44.6
Additional paid-in capital	728.6			728.8
Retained earnings	7,533.1			7,016.1
Accumulated other comprehensive income (loss)	(1,348.8		)	(1,228.5		)
Treasury stock, at cost	(4,493.4		)	(4,013.9		)
Total Shareholders’ Equity	2,464.1			2,547.1
Noncontrolling interests	523.4			559.8
Total Equity	2,987.5			3,106.9
TOTAL LIABILITIES AND EQUITY	$	23,653.5		$	24,617.0

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

1

OMNICOM GROUP INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(In millions, except per share amounts)

(Unaudited)

	Three Months Ended September 30,					Nine Months Ended September 30,
	2019		2018			2019		2018
Revenue	$	3,623.8	$	3,714.3		$	10,812.5	$	11,203.5
Operating Expenses:
Salary and service costs	2,704.7		2,834.2			7,937.5		8,319.9
Occupancy and other costs	290.7		376.8			915.4		1,016.7
Net gain on disposition of subsidiaries	—		(178.4		)	—		(178.4		)
Cost of services	2,995.4		3,032.6			8,852.9		9,158.2
Selling, general and administrative expenses	97.2		113.5			308.4		336.3
Depreciation and amortization	57.9		65.9			175.3		202.7
	3,150.5		3,212.0			9,336.6		9,697.2
Operating Profit	473.3		502.3			1,475.9		1,506.3
Interest Expense	62.8		69.4			192.4		198.1
Interest Income	13.5		12.7			46.9		42.0
Income Before Income Taxes and Income From Equity     Method Investments	424.0		445.6			1,330.4		1,350.2
Income Tax Expense	112.3		115.3			345.5		343.0
Income From Equity Method Investments	0.5		1.0			1.2		3.6
Net Income	312.2		331.3			986.1		1,010.8
Net Income Attributed To Noncontrolling Interests	22.0		32.4			62.0		83.6
Net Income - Omnicom Group Inc.	$	290.2	$	298.9		$	924.1	$	927.2
Net Income Per Share - Omnicom Group Inc.:
Basic	$	1.33	$	1.33		$	4.19	$	4.08
Diluted	$	1.32	$	1.32		$	4.17	$	4.06

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

2

OMNICOM GROUP INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In millions)

(Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2019			2018			2019			2018
Net Income	$	312.2		$	331.3		$	986.1		$	1,010.8
Other Comprehensive Income:
Cash flow hedge:
Amortization of loss included in interest expense	0.9			1.4			2.7			4.2
Income tax effect	—			(0.4		)	0.2			(1.2		)
	0.9			1.0			2.9			3.0
Defined benefit pension plans and postemployment arrangements:
Amortization of prior service cost	1.3			2.0			3.9			5.9
Amortization of actuarial losses	0.6			2.0			1.6			6.2
Income tax effect	(1.2		)	1.5			(2.8		)	(0.9		)
	0.7			5.5			2.7			11.2
Available-for-sale securities:
Reclassification	—			—			—			0.3
	—			—			—			0.3
Foreign currency translation adjustment	(129.2		)	(30.3		)	(116.4		)	(267.4		)
Other Comprehensive Income	(127.6		)	(23.8		)	(110.8		)	(252.9		)
Comprehensive Income	184.6			307.5			875.3			757.9
Comprehensive Income Attributed To Noncontrolling Interests	8.3			27.5			49.2			53.9
Comprehensive Income - Omnicom Group Inc.	$	176.3		$	280.0		$	826.1		$	704.0

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

3

OMNICOM GROUP INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EQUITY

(In millions, except per share amounts)

(Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2019			2018			2019			2018
Common Stock, shares	297.2			297.2			297.2			297.2
Common Stock, par value	$	44.6		$	44.6		$	44.6		$	44.6
Additional Paid-in Capital
Beginning Balance	$	726.2		$	811.5		$	728.8		$	828.3
Acquisition of noncontrolling interests	(21.6		)	1.4			(19.5		)	(36.4		)
Change in temporary equity	36.6			(50.2		)	24.5			(52.2		)
Share-based compensation	19.2			18.7			53.5			53.8
Stock issued, share-based compensation	(31.8		)	(38.1		)	(58.7		)	(50.2		)
Ending Balance	728.6			743.3			728.6			743.3
Retained Earnings
Beginning Balance	7,384.7			6,587.7			7,016.1			6,210.6
Cumulative effect of accounting changes	—			—			22.3			23.6
Net income	290.2			298.9			924.1			927.2
Common stock dividends declared	(141.8		)	(134.9		)	(429.4		)	(409.7		)
Ending Balance	7,533.1			6,751.7			7,533.1			6,751.7
Accumulated Other Comprehensive Income (Loss)
Beginning Balance	(1,234.9		)	(1,167.3		)	(1,228.5		)	(963.0		)
Cumulative effect of accounting changes	—			—			(22.3		)	—
Other comprehensive income (loss)	(113.9		)	(18.9		)	(98.0		)	(223.2		)
Ending Balance	(1,348.8		)	(1,186.2		)	(1,348.8		)	(1,186.2		)
Treasury Stock
Beginning Balance	(4,510.4		)	(3,955.1		)	(4,013.9		)	(3,505.4		)
Stock issued, share-based compensation	34.6			40.9			65.7			60.4
Common stock repurchased	(17.6		)	(57.5		)	(545.2		)	(526.7		)
Ending Balance	(4,493.4		)	(3,971.7		)	(4,493.4		)	(3,971.7		)
Shareholders’ Equity	2,464.1			2,381.7			2,464.1			2,381.7
Noncontrolling Interests
Beginning Balance	549.2			537.5			559.8			537.1
Cumulative effect of accounting changes	—			—			—			0.4
Net income	22.0			32.4			62.0			83.6
Other comprehensive income (loss)	(13.7		)	(5.0		)	(12.8		)	(29.8		)
Dividends to noncontrolling interests	(25.5		)	(47.4		)	(71.6		)	(104.7		)
Acquisition of noncontrolling interests	(23.0		)	(10.0		)	(29.4		)	(34.8		)
Increase in noncontrolling interests from business combinations	14.4			56.5			15.4			112.2
Ending Balance	523.4			564.0			523.4			564.0
Total Equity	$	2,987.5		$	2,945.7		$	2,987.5		$	2,945.7
Dividends Declared Per Common Share	$	0.65		$	0.60		$	1.95		$	1.80

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

4

OMNICOM GROUP INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions)

(Unaudited)

	Nine Months Ended September 30,
	2019			2018
Cash Flows from Operating Activities:
Net income	$	986.1		$	1,010.8
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization of right-of-use assets	111.3			123.0
Amortization of intangible assets	64.0			79.7
Amortization of net deferred gain on interest rate swaps	(9.1		)	(9.6		)
Share-based compensation	53.6			53.9
Net gain from disposition of subsidiaries	—			(178.4		)
Impact of Tax Act	—			28.9
Other, net	2.2			24.7
Use of operating capital	(1,440.0		)	(1,371.6		)
Net Cash Used In Operating Activities	(231.9		)	(238.6		)
Cash Flows from Investing Activities:
Capital expenditures	(77.0		)	(116.2		)
Acquisition of businesses and interests in affiliates, net of cash acquired	(8.1		)	(326.3		)
Proceeds from disposition of subsidiaries and sale of investments	80.1			310.5
Net Cash Used In Investing Activities	(5.0		)	(132.0		)
Cash Flows from Financing Activities:
Change in short-term debt	—			3.2
Proceeds from borrowings	1,112.4			—
Repayment of debt	(900.0		)	—
Dividends paid to common shareholders	(422.5		)	(413.7		)
Repurchases of common stock	(545.2		)	(526.7		)
Proceeds from stock plans	5.3			8.8
Acquisition of additional noncontrolling interests	(31.1		)	(41.3		)
Dividends paid to noncontrolling interest shareholders	(71.6		)	(104.7		)
Payment of contingent purchase price obligations	(37.0		)	(66.4		)
Other, net	(43.1		)	(35.8		)
Net Cash Used In Financing Activities	(932.8		)	(1,176.6		)
Effect of foreign exchange rate changes on cash and cash equivalents	(42.3		)	(149.7		)
Net Decrease in Cash and Cash Equivalents	(1,212.0		)	(1,696.9		)
Cash and Cash Equivalents at the Beginning of Period	3,652.4			3,796.0
Cash and Cash Equivalents at the End of Period	$	2,440.4		$	2,099.1

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

5

OMNICOM GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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. 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, or 2018 10-K. Results for the interim periods are not necessarily indicative of results that may be expected for the year.

Accounting Changes

Except for the changes discussed below, Omnicom has consistently applied the accounting policies to all periods presented in these unaudited consolidated financial statements.

Adoption of ASC 842

On January 1, 2019, we adopted FASB Accounting Standards Codification, or ASC, Topic 842, Leases, or ASC 842, which requires the recognition of the right-of-use, or ROU, assets and related operating and finance lease liabilities on the balance sheet. As permitted by ASC 842, we elected 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. Effective January 1, 2019, all leases are required to be recorded on the balance sheet and are classified as either operating leases or finance 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 leases for office space, and substantially all our finance leases represent leases for office furniture and technology (IT) equipment.

The lease classification affects the expense recognition in the income statement. Operating lease charges are recorded entirely in operating expenses. Finance lease charges are split, where amortization of the ROU asset is recorded in operating expenses and an implied interest component is recorded in interest expense. The expense recognition for operating leases and finance leases under ASC 842 is substantially consistent with ASC 840. As a result, there is no significant difference in our results of operations presented in our consolidated income statement and consolidated statement of comprehensive income for each period presented.

We adopted ASC 842 using a modified retrospective approach for all leases existing at January 1, 2019. The adoption had a substantial impact on our balance sheet. The most significant impact was the recognition of the operating lease ROU assets and the operating lease liability. The accounting for finance leases (capital leases) was substantially unchanged. Accordingly, upon adoption, leases that were classified as operating leases under ASC 840 were classified as operating leases under ASC 842, and we recorded an adjustment of $1,490.1 million to operating lease ROU assets and the related lease liability. The lease liability is based on the present value of the remaining lease payments, determined under ASC 840, discounted using our secured incremental borrowing rate at the effective date of January 1, 2019, using the original lease term as the tenor. As permitted under ASC 842, we elected several practical expedients that permit us to not reassess (1) whether a contract is or contains a lease, (2) the classification of existing leases, and (3) whether previously capitalized costs continue to qualify as initial indirect costs. The application of the practical expedients did not have a significant impact on the measurement of the operating lease liability.

6

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

	As Reported December 31, 2018		Adoption of ASC 842 Increase (Decrease)			Balance January 1, 2019
Other current assets	$	1,241.4	$	(29.2	)	$	1,212.2
Operating lease ROU assets	—		1,306.5			1,306.5
Total assets	24,617.0		1,277.3			25,894.3
Other current liabilities	1,958.6		172.5			2,131.1
Long-term 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

Under ASC 842, at the inception of a contract we assess whether the contract is, or contains, a lease. The assessment is based on: whether the contract involves the use of a distinct identified asset, whether we obtain the right to substantially all the economic benefit from the use of the asset throughout the period, and whether we have the right to direct the use of the asset. At inception of a lease, we allocate the consideration 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.

For all leases a ROU asset and lease liability are recognized at the lease commencement date. The ROU 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 ROU 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 ROU 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 real estate and certain equipment operating leases, we use our secured incremental borrowing rate. For 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. Lease components, including fixed payments for real estate taxes and insurance for office space leases, are included in the measurement of the initial lease liability.

Office space leases may contain variable lease payments, which include 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. 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 is recognized on a straight-line basis over the lease term. Lease expense may include 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 ROU asset on a straight-line basis over the lease term and interest expense determined on an amortized cost basis. Finance lease payments are allocated between a reduction of the lease liability and interest expense.

We have elected not to recognize ROU 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 ROU asset and lease liability is 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 impact on our results of operations or financial position.

7

2. Revenue

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, shopper marketing and experiential marketing agencies, and CRM Execution & Support includes field marketing, sales support, merchandising and point of sale, as well as other specialized marketing and custom communications services. 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 was (in millions):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2019		2018		2019		2018
Advertising	$	2,027.2	$	1,992.1	$	6,042.4	$	5,961.0
CRM Consumer Experience	636.4		639.3		1,905.2		1,938.9
CRM Execution & Support	337.4		464.0		1,009.6		1,466.6
Public Relations	337.2		356.0		1,020.6		1,065.0
Healthcare	285.6		262.9		834.7		772.0
	$	3,623.8	$	3,714.3	$	10,812.5	$	11,203.5

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 was (in millions):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2019		2018		2019		2018
Americas:
North America	$	2,096.5	$	2,095.5	$	6,204.1	$	6,178.6
Latin America	100.2		102.0		286.0		325.6
EMEA:
Europe	948.6		1,015.2		2,930.0		3,227.9
Middle East and Africa	59.6		63.7		199.6		207.2
Asia-Pacific	418.9		437.9		1,192.8		1,264.2
	$	3,623.8	$	3,714.3	$	10,812.5	$	11,203.5

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 nine months ended September 30, 2019 was $1,993.5 million and $5,882.9 million, respectively, and for the three and nine months ended September 30, 2018 was $1,992.7 million and $5,864.6 million, respectively.

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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. Work in process and contract liabilities were (in millions):

	September 30, 2019		December 31, 2018		September 30, 2018
Work in process:
Contract assets and unbilled fees and costs	$	837.9	$	540.1	$	710.9
Media and production costs	590.0		621.4		648.3
	$	1,427.9	$	1,161.5	$	1,359.2
Contract liabilities:
Customer advances	$	1,059.2	$	1,159.0	$	1,142.5

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, 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 impairment losses to the contract assets recorded in 2019.

3. New Accounting Standards

In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments, or ASU 2016-13, which changes the impairment model for most financial assets. The new model uses a forward-looking expected loss method, which will generally result in earlier recognition of allowances for losses. ASU 2016-13 is effective for annual and interim periods beginning after December 15, 2019 and early adoption is permitted for annual and interim periods beginning after December 15, 2018. We will adopt ASU 2016-13 on January 1, 2020. Historically, our credit loss experience has not resulted in material bad debt expense. Accordingly, we do not expect a significant impact from the adoption of ASU 2016-13. However, we are still evaluating the impact and are not yet in a position to quantify the impact, if any, of the new standard on our results of operations or 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 expect to adopt ASU 2018-15 on January 1, 2020 on a prospective basis. However, we are not yet in a position to assess the 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 were (in millions, except per share amounts):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2019		2018		2019		2018
Net Income Available for Common Shares:
Net income - Omnicom Group Inc.	$	290.2	$	298.9	$	924.1	$	927.2
Weighted Average Shares:
Basic	218.2		224.8		220.3		227.2
Dilutive stock options and restricted shares	1.2		1.1		1.2		1.3
Diluted	219.4		225.9		221.5		228.5
Anti-dilutive stock options and restricted shares	0.9		1.0		0.9		1.0
Net Income per Share - Omnicom Group Inc.:
Basic	$	1.33	$	1.33	$	4.19	$	4.08
Diluted	$	1.32	$	1.32	$	4.17	$	4.06

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5. Goodwill and Intangible Assets

Goodwill and intangible assets were (in millions):

	September 30, 2019							December 31, 2018
	Gross Carrying Value		Accumulated Amortization			Net Carrying Value		Gross Carrying Value		Accumulated Amortization			Net Carrying Value
Goodwill	$	9,796.2	$	(504.8	)	$	9,291.4	$	9,898.6	$	(514.3	)	$	9,384.3
Intangible assets:
Purchased and internally developed software	$	352.3	$	(297.5	)	$	54.8	$	356.4	$	(302.2	)	$	54.2
Customer related and other	735.4		(455.7		)	279.7		763.8		(435.2		)	328.6
	$	1,087.7	$	(753.2	)	$	334.5	$	1,120.2	$	(737.4	)	$	382.8

Changes in goodwill were (in millions):

	Nine Months Ended September 30,
	2019			2018
January 1	$	9,384.3		$	9,337.5
Acquisitions	8.9			232.5
Noncontrolling interests in acquired businesses	17.2			111.7
Contingent purchase price of acquired businesses	24.7			60.2
Dispositions	(19.1		)	(141.9		)
Foreign currency translation	(124.6		)	(179.7		)
September 30	$	9,291.4		$	9,420.3

6. Debt

Credit Facilities

At September 30, 2019, our short-term liquidity sources include a $2.5 billion revolving Credit Facility expiring on July 31, 2021, uncommitted credit lines aggregating $1.3 billion and the ability to issue up to $2 billion of commercial paper.

There were no outstanding commercial paper issuances, borrowings under the Credit Facility or the uncommitted credit lines at September 30, 2019 and December 31, 2018. Available and unused credit lines were (in millions):

	September 30, 2019		December 31, 2018
Credit Facility	$	2,500.0	$	2,500.0
Uncommitted credit lines	1,266.4		1,231.6
Available and unused credit lines	$	3,766.4	$	3,731.6

The Credit Facility contains financial covenants that require us to maintain a Leverage Ratio of consolidated indebtedness to consolidated EBITDA of no more than 3 times for the most recently ended 12-month period (EBITDA is defined as earnings before interest, taxes, depreciation and amortization) and an Interest Coverage Ratio of consolidated EBITDA to interest expense of at least 5 times for the most recently ended 12-month period. At September 30, 2019 we were in compliance with these covenants as our Leverage Ratio was 2.2 times and our Interest Coverage Ratio was 9.6 times. The Credit Facility does not limit our ability to declare or pay dividends or repurchase our common stock.

Short-Term Debt

Short-term debt at September 30, 2019 and December 31, 2018 was $7.9 million and $8.1 million, respectively. Due to its short-term nature, the carrying value of the short-term debt approximates fair value.

In February 2019, Omnicom Finance Limited, or OFL, a wholly owned subsidiary of Omnicom, issued €520 million of short-term senior notes in a private placement to an investor outside the United States. The notes, which were non-interest bearing, matured on August 14, 2019 and were redeemed.

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Long-Term Debt

Long-term debt was (in millions):

	September 30, 2019			December 31, 2018
6.25% Senior Notes due 2019	$	—		$	500.0
4.45% Senior Notes due 2020	600.0			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
€500 Million 0.80% Senior Notes due 2027	547.6			—
€500 Million 1.40% Senior Notes due 2031	547.6			—
	5,095.2			4,900.0
Unamortized premium (discount), net	1.2			4.9
Unamortized debt issuance costs	(20.8		)	(16.4		)
Unamortized deferred gain from settlement of interest rate swaps	34.8			48.0
Fair value adjustment attributed to outstanding interest rate swaps	—			(52.8		)
	5,110.4			4,883.7
Current portion	(603.4		)	(499.6		)
Long-term debt	$	4,507.0		$	4,384.1

On July 15, 2019, our $500 million 6.25% Senior Notes due 2019, or 2019 Notes, matured and were retired. 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 from the issuance of the Euro Notes, after deducting the underwriting discount and offering expenses, was $1.1 billion. The net proceeds were used to retire the outstanding 2019 Notes at maturity, to redeem on, August 1, 2019, $400 million aggregate principal amount of our outstanding $1.0 billion 4.45% Senior Notes due 2020, or the 2020 Notes, and for general corporate purposes. In connection with the partial redemption of the 2020 Notes, we recorded a loss on extinguishment of $6.3 million in interest expense. At September 30, 2019, the remaining $600 million of the 2020 Notes were classified as current.

Omnicom and its wholly owned finance subsidiary, Omnicom Capital Inc., or OCI, are co-obligors under all our U.S. Dollar-denominated senior notes. The U.S. Dollar-denominated senior 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.

Omnicom and OCI have, jointly and severally, fully and unconditionally guaranteed OFHP’s obligations with respect to the Euro Notes. 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 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 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.

In August 2019, we settled the $750 million fixed-to-floating interest rate swap on our 3.65% Senior Notes due 2024, or 2024 Notes, and the $500 million fixed-to-floating interest rate swap on our 3.60% Senior Notes due 2026, or 2026 Notes. We realized a net gain of $3.3 million on settlement, which is being amortized in interest expense over the remaining term of the 2024 Notes and 2026 Notes. As a result of the swap settlement, our long-term debt portfolio consists entirely of fixed rate debt.

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.

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The agency networks' regional reporting units comprise three principal 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 were (in millions):

	Americas		EMEA		Asia-Pacific
September 30, 2019
Revenue - Three months ended	$	2,196.7	$	1,008.2	$	418.9
Revenue - Nine months ended	6,490.1		3,129.6		1,192.8
Long-lived assets and goodwill	7,844.6		2,862.9		632.0
September 30, 2018
Revenue - Three months ended	$	2,197.5	$	1,078.9	$	437.9
Revenue - Nine months ended	6,504.2		3,435.1		1,264.2
Long-lived assets and goodwill	6,930.2		2,611.1		552.1

The increase in long-lived assets and goodwill from 2018 to 2019 is primarily the result of recording the operating lease ROU 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.

8. Income Taxes

Our effective tax rate for the nine months ended September 30, 2019 increased period-over-period to 26.0% from 25.4%. The effective tax rate for 2019 reflects a benefit of $10.8 million primarily from 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. The effective tax rate for 2018 reflects a decrease of $19 million related to the successful resolution of foreign tax claims, partially offset by a net increase in income tax expense of $3.9 million recorded in the third quarter of 2018 related to the net gain on disposition of subsidiaries, the tax benefit on the repositioning actions, and the adjustment to the provisional amounts related to the Tax Act.

At September 30, 2019, our unrecognized tax benefits were $176.3 million. Of this amount, approximately $169.8 million would affect our effective tax rate upon resolution of the uncertain tax positions.

9. Pension and Other Postemployment Benefits

Defined Benefit Pension Plans

The components of net periodic benefit expense were (in millions):

	Nine Months Ended September 30,
	2019			2018
Service cost	$	6.4		$	6.4
Interest cost	4.9			5.1
Expected return on plan assets	(1.1		)	(1.8		)
Amortization of prior service cost	0.6			3.3
Amortization of actuarial losses	0.9			4.9
	$	11.7		$	17.9

We contributed $1.0 million and $1.3 million to our defined benefit pension plans in the nine months ended September 30, 2019 and 2018, respectively.

Postemployment Arrangements

The components of net periodic benefit expense were (in millions):

	Nine Months Ended September 30,
	2019		2018
Service cost	$	3.3	$	3.6
Interest cost	3.3		2.7
Amortization of prior service cost	3.3		2.6
Amortization of actuarial losses	0.7		1.3
	$	10.6	$	10.2

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10. Repositioning Liabilities

At September 30, 2019 and December 31, 2018, 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 $36.1 million and $78.9 million, respectively. We expect that substantially all the liabilities will be paid by the end of 2019.

11. Supplemental Cash Flow Data

The use of operating capital was (in millions):

	Nine Months Ended September 30,
	2019			2018
(Increase) decrease in accounts receivable	$	1,005.1		$	1,027.5
(Increase) decrease in work in process and other current assets	(310.4		)	(522.7		)
Increase (decrease) in accounts payable	(1,904.4		)	(1,745.5		)
Increase (decrease) in customer advances, taxes payable and other current liabilities	(270.8		)	(114.8		)
Change in other assets and liabilities, net	40.5			(16.1		)
	$	(1,440.0	)	$	(1,371.6	)
Income taxes paid	$	287.1		$	276.4
Interest paid	$	176.3		$	177.4

Supplemental non-cash information related to leases for the nine months ended September 30, 2019 (in millions):

Net increase in lease liability:
Operating leases	$	1,730.8
Finance leases	$	39.4

12. Leases

Substantially all our operating leases represent leases for office space used to conduct our business. Substantially all our finance leases represent leases for office furniture and technology (IT) equipment leases.

The components of lease cost were (in millions):

	Nine Months Ended September 30, 2019
Operating lease cost	$	243.9
Variable lease cost	25.5
Short-term lease cost	3.9
Sublease income	(3.9		)
Finance lease cost:
Amortization of ROU assets	31.6
Interest	3.8
	35.4
Total lease cost	$	304.8

The balance sheet classification and weighted average remaining lease term and weighted average discount rate related to our operating and finance leases were (in millions):

	September 30, 2019
Operating leases:
ROU asset	$	1,382.7
Lease liability:
Other current liabilities	$	273.7
Long-term liability - operating leases	1,277.0
	$	1,550.7
Weighted average remaining lease term (years)	8.4
Weighted average discount rate	3.8		%
Finance leases:
Property and equipment, net	$	130.0
Lease liability:
Other current liabilities	$	43.2
Long-term liabilities	91.5
	$	134.7
Weighted average remaining lease term (years)	2.8
Weighted average discount rate	4.1		%

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The maturity of the undiscounted cash flows for operating and finance leases was (in millions):

	September 30, 2019
	Operating Leases		Finance Leases
2019 Remainder	$	85.3	$	12.4
2020	320.8		46.9
2021	269.1		38.3
2022	217.8		24.9
2023	170.6		12.4
2024	147.8		4.8
Thereafter	626.0		2.6