10-Q

___________________________________________________________________________________________________

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 JUNE 30, 2021

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

_________________________

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.)
280 Park Avenue, New York, NY	10017
(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 July 15, 2021, there were 214,407,709 shares of Omnicom Group Inc. Common Stock outstanding.

OMNICOM GROUP INC.

QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2021

TABLE OF CONTENTS

PART I.	FINANCIAL INFORMATION	Page
Item 1.	Financial Statements
	Consolidated Balance Sheets - June 30, 2021 and December 31, 2020	1
	Consolidated Statements of Income - Three and Six Months Ended June 30, 2021 and 2020	2
	Consolidated Statements of Comprehensive Income - Three and Six Months Ended      June 30, 2021 and 2020	3
	Consolidated Statements of Equity - Three and Six Months Ended June 30, 2021 and 2020	4
	Consolidated Statements of Cash Flows - Six Months Ended June 30, 2021 and 2020	5
	Notes to Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	32
Item 4.	Controls and Procedures	32
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	33
Item 1A.	Risk Factors	33
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	33
Item 6.	Exhibits	33
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, 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 actions. 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, 2020 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)

	June 30, 2021		December 31, 2020
	(Unaudited)
ASSETS
Current Assets:
Cash and cash equivalents	$	4,388.1	$	5,600.5
Accounts receivable, net of allowance for doubtful accounts of $25.5 and $30.4	7,246.3		7,813.4
Work in process	1,117.6		1,101.2
Other current assets	906.0		1,075.0
Total Current Assets	13,658.0		15,590.1
Property and Equipment at cost, less accumulated depreciation of $1,169.1 and $1,156.7	549.6		585.2
Operating Lease Right-Of-Use Assets	1,142.3		1,223.4
Equity Method Investments	79.1		85.3
Goodwill	9,723.2		9,609.7
Intangible Assets, net of accumulated amortization of $843.1 and $817.2	277.9		298.5
Other Assets	224.3		255.0
TOTAL ASSETS	$	25,654.4	$	27,647.2
LIABILITIES AND EQUITY
Current Liabilities:
Accounts payable	$	9,988.5	$	11,513.0
Customer advances	1,287.2		1,361.3
Short-term debt	9.3		3.9
Taxes payable	137.2		244.5
Other current liabilities	2,279.4		2,402.4
Total Current Liabilities	13,701.6		15,525.1
Long-Term Liabilities	1,029.3		970.7
Long-Term Liability - Operating Leases	1,031.1		1,114.0
Long-Term Debt	5,300.7		5,807.3
Deferred Tax Liabilities	477.0		443.5
Commitments and Contingent Liabilities (Note 12)
Temporary Equity - Redeemable Noncontrolling Interests	277.8		209.7
Equity:
Shareholders’ Equity:
Preferred stock	—		—
Common stock	44.6		44.6
Additional paid-in capital	735.4		747.8
Retained earnings	8,523.7		8,190.6
Accumulated other comprehensive income (loss)	(1,187.5)		(1,213.8)
Treasury stock, at cost	(4,767.4)		(4,684.8)
Total Shareholders’ Equity	3,348.8		3,084.4
Noncontrolling interests	488.1		492.5
Total Equity	3,836.9		3,576.9
TOTAL LIABILITIES AND EQUITY	$	25,654.4	$	27,647.2

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

(Unaudited)

(In millions, except per share amounts)

	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
Revenue	$	3,571.6	$	2,800.7	$	6,998.6	$	6,207.6
Operating Expenses:
Salary and service costs	2,603.1		2,031.1		5,148.1		4,564.4
Occupancy and other costs	293.9		290.0		585.5		599.6
Gain on disposition of subsidiary	(50.5)		—		(50.5)		—
COVID-19 repositioning costs	—		277.9		—		277.9
Cost of services	2,846.5		2,599.0		5,683.1		5,441.9
Selling, general and administrative expenses	103.2		82.1		174.9		168.9
Depreciation and amortization	53.5		57.1		106.8		114.1
	3,003.2		2,738.2		5,964.8		5,724.9
Operating Profit	568.4		62.5		1,033.8		482.7
Interest Expense	80.3		53.7		134.1		112.2
Interest Income	6.8		6.5		13.1		19.2
Income Before Income Taxes and Income (Loss) From Equity      Method Investments	494.9		15.3		912.8		389.7
Income Tax Expense	123.2		21.9		235.2		119.3
Income (Loss) From Equity Method Investments	(0.1)		(7.8)		(0.1)		(13.0)
Net Income (Loss)	371.6		(14.4)		677.5		257.4
Net Income Attributed To Noncontrolling Interests	23.4		9.8		41.5		23.4
Net Income (Loss) - Omnicom Group Inc.	$	348.2	$	(24.2)	$	636.0	$	234.0
Net Income (Loss) Per Share - Omnicom Group Inc.:
Basic	$	1.62	$	(0.11)	$	2.95	$	1.08
Diluted	$	1.60	$	(0.11)	$	2.93	$	1.08

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

(Unaudited)

(In millions)

	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
Net Income (Loss)	$	371.6	$	(14.4)	$	677.5	$	257.4
Other Comprehensive Income (Loss):
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		1.2		2.5		2.5
Amortization of actuarial losses	3.2		1.9		6.5		3.8
Income tax effect	(1.6)		(1.0)		(3.4)		(2.0)
	2.9		2.1		5.6		4.3
Foreign currency translation adjustment	58.1		82.8		11.2		(288.4)
Other Comprehensive Income (Loss)	62.0		85.9		18.8		(282.1)
Comprehensive Income (Loss)	433.6		71.5		696.3		(24.7)
Comprehensive Income (Loss) Attributed To Noncontrolling Interests	26.7		24.0		34.0		0.3
Comprehensive Income (Loss) - Omnicom Group Inc.	$	406.9	$	47.5	$	662.3	$	(25.0)

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

(Unaudited)

(In millions, except per share amounts)

	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
Common Stock, shares issued	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	769.7		755.8		747.8		760.9
Net change in noncontrolling interests	24.9		17.6		25.9		9.9
Change in temporary equity	(64.2)		28.8		(67.0)		20.6
Share-based compensation	18.3		16.2		39.1		34.9
Stock issued, share-based compensation	(13.3)		(17.2)		(10.4)		(25.1)
Ending Balance	735.4		801.2		735.4		801.2
Retained Earnings:
Beginning Balance	8,327.5		7,924.5		8,190.6		7,806.3
Net income (loss)	348.2		(24.2)		636.0		234.0
Common stock dividends declared	(152.0)		(141.0)		(302.9)		(281.0)
Ending Balance	8,523.7		7,759.3		8,523.7		7,759.3
Accumulated Other Comprehensive Income (Loss):
Beginning Balance	(1,246.2)		(1,528.3)		(1,213.8)		(1,197.6)
Other comprehensive income (loss)	58.7		71.7		26.3		(259.0)
Ending Balance	(1,187.5)		(1,456.6)		(1,187.5)		(1,456.6)
Treasury Stock:
Beginning Balance	(4,684.4)		(4,749.0)		(4,684.8)		(4,560.3)
Stock issued, share-based compensation	18.4		18.7		19.5		30.0
Common stock repurchased	(101.4)		(5.2)		(102.1)		(205.2)
Ending Balance	(4,767.4)		(4,735.5)		(4,767.4)		(4,735.5)
Shareholders’ Equity	3,348.8		2,413.0		3,348.8		2,413.0
Noncontrolling Interests:
Beginning Balance	480.5		477.0		492.5		519.8
Net income	23.4		9.8		41.5		23.4
Other comprehensive income (loss)	3.3		14.2		(7.5)		(23.1)
Dividends to noncontrolling interests	(25.0)		(24.8)		(38.6)		(35.2)
Acquisition of noncontrolling interests	(31.4)		(27.8)		(37.1)		(36.5)
Increase in noncontrolling interests from business combinations	37.3		—		37.3		—
Ending Balance	488.1		448.4		488.1		448.4
Total Equity	$	3,836.9	$	2,861.4	$	3,836.9	$	2,861.4
Dividends Declared Per Common Share	$	0.70	$	0.65	$	1.40	$	1.30

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

(Unaudited)

(In millions)

	Six Months Ended June 30,
	2021		2020
Cash Flows from Operating Activities:
Net income	$	677.5	$	257.4
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization of right-of-use assets	65.7		71.9
Amortization of intangible assets	41.1		42.2
Amortization of net deferred gain on interest rate swaps	(11.5)		(5.4)
Share-based compensation	39.1		34.9
Gain on disposition of subsidiary	(50.5)		—
COVID-19 repositioning costs	—		277.9
Other, net	34.1		44.7
Use of operating capital	(1,091.2)		(1,585.8)
Net Cash Used In Operating Activities	(295.7)		(862.2)
Cash Flows from Investing Activities:
Capital expenditures	(22.9)		(33.6)
Acquisition of businesses and interests in affiliates, net of cash acquired	(25.9)		—
Proceeds from disposition of subsidiaries and sale of investments	116.9		3.7
Net Cash Provided By (Used In) Investing Activities	68.1		(29.9)
Cash Flows from Financing Activities:
Proceeds from borrowings	791.7		1,186.6
Repayment of debt	(1,250.0)		(600.0)
Change in short-term debt	5.7		(3.1)
Dividends paid to common shareholders	(292.4)		(282.9)
Repurchases of common stock	(102.0)		(205.2)
Proceeds from stock plans	7.3		2.3
Acquisition of additional noncontrolling interests	(5.9)		(16.7)
Dividends paid to noncontrolling interest shareholders	(38.6)		(35.2)
Payment of contingent purchase price obligations	(6.9)		(12.8)
Other, net	(70.1)		(38.7)
Net Cash Used In Financing Activities	(961.2)		(5.7)
Effect of foreign exchange rate changes on cash and cash equivalents	(23.6)		(126.9)
Net Decrease in Cash and Cash Equivalents	(1,212.4)		(1,024.7)
Cash and Cash Equivalents at the Beginning of Period	5,600.5		4,305.7
Cash and Cash Equivalents at the End of Period	$	4,388.1	$	3,281.0

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. 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, 2020, or 2020 10-K. Results for the interim periods are not necessarily indicative of results that may be expected for the year.

Risks and Uncertainties - Ongoing Impact of the COVID-19 Pandemic on our Business

We experienced an improvement in our business in the second quarter of 2021 as compared to the second quarter of 2020, primarily because the recovery from the COVID-19 pandemic that began in the first quarter of 2021 continued into the second quarter. The second quarter of 2020 was the quarter in which our business was most negatively impacted since the onset of the pandemic, as the COVID-19 pandemic did not significantly impact our major markets and businesses until late in the first quarter of 2020. Accordingly, the recovery from the pandemic in 2021 compared to the prior year's quarter, was significantly greater in the second quarter than the first quarter. Revenue for the six months ended June 30, 2021 increased $791.0 million, or 12.7%, compared to the six months ended June 30, 2020. The increase in revenue primarily reflects an increase in client spending compared to the prior year period and the strengthening of most foreign currencies, primarily the British Pound and the Euro, against the U.S. Dollar.

Global economic conditions will continue to be volatile as long as the COVID-19 pandemic remains a public health threat, including, as a result of new information concerning the severity of the pandemic, government actions to mitigate the effects of the pandemic in the near-term, and the resulting impact on our clients' spending plans. We expect global economic performance and the performance of our businesses to vary by geography and discipline until the impact of the COVID-19 pandemic on the global economy subsides.

Accounting Changes

On January 1, 2021, we adopted FASB ASU 2019-12, Income Taxes (Topic 740), or ASU 2019-12, which, among other things, amended the rules for recognizing deferred taxes for investments, performing intra-period tax allocations and calculating income taxes in interim periods and reduced complexity in certain areas, including the accounting for transactions that result in a step-up in the tax basis of goodwill and allocating taxes to members of a consolidated group. The adoption of ASU 2019-12 did not have a material effect on our results of operations and financial position.

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, public relations, and healthcare. Advertising includes creative services, as well as strategic media planning and buying and data analytics 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. In an effort to better capture the expanding scope of our services, effective January 1, 2021, we realigned the classification of certain services primarily within our CRM Consumer Experience discipline. As a result, our CRM discipline has been reclassified into four categories: CRM Precision Marketing, which includes our precision marketing and digital/direct marketing agencies; CRM Commerce and Brand Consulting that is primarily comprised of Omnicom Commerce Group, including our shopper marketing businesses, and our Brand Consulting agencies; CRM Experiential, which includes our experiential marketing agencies and events businesses; and CRM Execution & Support, which includes field marketing, merchandising and point of sale, as well as other specialized marketing and custom communications services. 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. Reclassifications have been made to the prior period revenue by discipline information to conform to current period presentation.

6

Revenue by discipline was (in millions):

	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
Advertising	$	2,014.5	$	1,530.1	$	4,018.2	$	3,463.4
CRM Precision Marketing	293.6		214.0		563.0		446.0
CRM Commerce and Brand Consulting	221.5		187.7		436.1		408.6
CRM Experiential	124.0		78.5		212.4		209.8
CRM Execution & Support	250.9		192.8		497.5		466.5
Public Relations	345.9		298.1		663.4		631.8
Healthcare	321.2		299.5		608.0		581.5
	$	3,571.6	$	2,800.7	$	6,998.6	$	6,207.6

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 June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
Americas:
North America	$	1,957.4	$	1,664.0	$	3,929.9	$	3,661.3
Latin America	70.4		54.9		133.7		126.3
EMEA:
Europe	1,044.1		727.5		1,985.1		1,650.8
Middle East and Africa	52.3		34.5		102.5		90.1
Asia-Pacific	447.4		319.8		847.4		679.1
	$	3,571.6	$	2,800.7	$	6,998.6	$	6,207.6

The Americas is comprised of North America, which includes the United States, Canada and Puerto Rico, and Latin America, which includes South America and Mexico. EMEA is comprised of Europe, the Middle East and Africa. Asia-Pacific includes Australia, Greater China, India, Japan, Korea, New Zealand, Singapore and other Asian countries. Revenue in the United States for the three months ended June 30, 2021 and 2020 was $1,840.7 million and $1,587.4 million, respectively, and revenue in the United States for the six months ended June 30, 2021 and 2020 was $3,708.9 million and $3,481.7 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. Work in process and contract liabilities were (in millions):

	June 30, 2021		December 31, 2020		June 30, 2020
Work in process:
Contract assets and unbilled fees and costs	$	577.5	$	501.1	$	660.6
Media and production costs	540.1		600.1		498.0
	$	1,117.6	$	1,101.2	$	1,158.6
Contract liabilities:
Customer advances	$	1,287.2	$	1,361.3	$	1,070.0

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 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. No impairment losses to the contract assets were recorded in the three or six months ended June 30, 2021 and 2020.

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3. Net Income (Loss) per Share

The computations of basic and diluted net income (loss) per share were (in millions, except per share amounts):

	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
Net Income (Loss) - Omnicom Group Inc.	$	348.2	$	(24.2)	$	636.0	$	234.0
Weighted Average Shares:
Basic	215.4		214.9		215.5		215.8
Dilutive stock options and restricted shares	1.7		0.5		1.5		0.7
Diluted	217.1		215.4		217.0		216.5
Anti-dilutive stock options and restricted shares	0.7		0.8		0.7		0.8
Net Income (Loss) per Share - Omnicom Group Inc.:
Basic	$	1.62	$	(0.11)	$	2.95	$	1.08
Diluted	$	1.60	$	(0.11)	$	2.93	$	1.08

4. Goodwill and Intangible Assets

Goodwill and intangible assets were (in millions):

	June 30, 2021						December 31, 2020
	Gross Carrying Value		Accumulated Amortization		Net Carrying Value		Gross Carrying Value		Accumulated Amortization		Net Carrying Value
Goodwill	$	10,253.4	$	(530.2)	$	9,723.2	$	10,141.6	$	(531.9)	$	9,609.7
Intangible assets:
Purchased and internally developed software	$	380.3	$	(313.7)	$	66.6	$	377.6	$	(307.0)	$	70.6
Customer related and other	740.7		(529.4)		211.3		738.1		(510.2)		227.9
	$	1,121.0	$	(843.1)	$	277.9	$	1,115.7	$	(817.2)	$	298.5

Changes in goodwill were (in millions):

	Six Months Ended June 30,
	2021		2020
January 1	$	9,609.7	$	9,440.5
Acquisitions	17.8		1.7
Noncontrolling interests in acquired businesses	37.3		—
Contingent purchase price obligations of acquired businesses	88.0		—
Dispositions	(21.6)		(3.1)
Foreign currency translation	(8.0)		(184.0)
June 30	$	9,723.2	$	9,255.1

5. Debt

Credit Facilities

We maintain a $2.5 billion multi-currency revolving credit facility, or Credit Facility, that matures on February 14, 2025. Additionally, we have uncommitted credit lines aggregating $966.2 million and the ability to issue up to $2 billion of commercial paper. These facilities provide additional liquidity sources for operating capital and general corporate purposes. At June 30, 2021, there were no outstanding commercial paper issuances or borrowings under the Credit Facility or the uncommitted credit lines.

The Credit Facility contains a financial covenant that requires us to maintain a Leverage Ratio of consolidated indebtedness to consolidated EBITDA (earnings before interest, taxes, depreciation, amortization and non-cash charges) of no more than 3.5 times for the most recently ended 12-month period. In October 2020, we amended the Credit Facility to increase the maximum Leverage Ratio to 4.0 times through December 31, 2021. At June 30, 2021, we were in compliance with this covenant as our Leverage Ratio was 2.2 times. The Credit Facility does not limit our ability to declare or pay dividends or repurchase our common stock.

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Short-Term Debt

Short-term debt at June 30, 2021 and December 31, 2020 of $9.3 million and $3.9 million, respectively, represents 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

Long-term debt was (in millions):

	June 30, 2021		December 31, 2020
3.625% Senior Notes due 2022	$	—	$	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	594.2		611.5
2.45% Senior Notes due 2030	600.0		600.0
4.20% Senior Notes due 2030	600.0		600.0
€500 Million 1.40% Senior Notes due 2031	594.2		611.5
2.60% Senior Notes due 2031	800.0		—
	5,338.4		5,823.0
Unamortized premium (discount), net	(8.9)		(5.1)
Unamortized debt issuance costs	(30.5)		(27.0)
Unamortized deferred gain from settlement of interest rate swaps	1.7		16.4
Long-term debt	$	5,300.7	$	5,807.3

On April 28, 2021, we issued $800 million 2.60% Senior Notes due August 1, 2031. The net proceeds from the issuance, after deducting the underwriting discount and offering expenses, were $791.7 million. The net proceeds plus cash on hand were used to redeem all the outstanding 3.625% Senior Notes due 2022, or 2022 Notes, in May 2021. In connection with the redemption of the 2022 Notes, we recorded a loss on extinguishment of $26.6 million in interest expense.

The 2.45% Senior Notes, the 4.20% Senior Notes and the 2.60% Senior Notes are senior unsecured obligations of Omnicom that rank equal in right of payment with all existing and future unsecured senior indebtedness.

Omnicom and its wholly owned finance subsidiary, Omnicom Capital Inc., or OCI, are co-obligors under the 3.65% Senior Notes and the 3.60% Senior Notes. These notes are a joint and several liability of Omnicom and OCI, and Omnicom unconditionally guarantees OCI’s obligations with respect to the 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. Such 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 the obligations of Omnicom Finance Holdings plc, or OFHP, a U.K.-based wholly owned subsidiary of Omnicom, with respect to the Euro denominated notes due 2027 and 2031. OFHP’s assets consist of its investments in several wholly owned finance companies that function as treasury centers that 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 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.

6. Segment Reporting

Our 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 agency networks, into one reporting segment. During the second quarter of 2021, we reorganized the management of one of our agency networks, effectively combining certain practice areas into

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a new reporting unit that primarily comprises our Omnicom Public Relations Group practice area. As a result of the reorganization, the number of operating segments increased from five to six in 2021.

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
June 30, 2021
Revenue - Three months ended	$	2,027.8	$	1,096.4	$	447.4
Revenue - Six months ended	4,063.6		2,087.6		847.4
Long-lived assets and goodwill	7,689.5		3,091.1		634.5
June 30, 2020
Revenue - Three months ended	$	1,718.9	$	762.0	$	319.8
Revenue - Six months ended	3,787.6		1,740.9		679.1
Long-lived assets and goodwill	7,574.8		2,909.8		638.8

7. Income Taxes

Our effective tax rate for the six months ended June 30, 2021 decreased period-over-period to 25.8% from 30.6%. In the second quarter of 2021, we sold ICON International, or ICON, a wholly owned subsidiary. In connection with the sale, we recorded a pre-tax gain of $50.5 million. The lower effective tax rate for 2021 was predominantly the result of a nominal tax applied against the book gain on the sale of ICON resulting from excess tax over book basis. The effective tax rate for 2020 reflects an increase due to the non-deductibility in certain jurisdictions of a portion of the COVID-19 repositioning charges recorded in the second quarter of 2020.

At June 30, 2021, our unrecognized tax benefits were $182.3 million. Of this amount, approximately $173.4 million would affect our effective tax rate upon resolution of the uncertain tax positions.

8. Pension and Other Postemployment Benefits

Defined Benefit Pension Plans

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

	Six Months Ended June 30,
	2021		2020
Service cost	$	2.7	$	4.0
Interest cost	1.5		2.5
Expected return on plan assets	(0.5)		(0.5)
Amortization of prior service cost	0.4		0.4
Amortization of actuarial losses	4.6		2.7
	$	8.7	$	9.1

We contributed $0.3 million and $0.5 million to our defined benefit pension plans in the six months ended June 30, 2021 and 2020, respectively.

Postemployment Arrangements

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

	Six Months Ended June 30,
	2021		2020
Service cost	$	2.4	$	2.3
Interest cost	1.1		1.7
Amortization of prior service cost	2.1		2.1
Amortization of actuarial losses	1.9		1.1
	$	7.5	$	7.2

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9. Disposition of Subsidiary

In the second quarter of 2021, we sold ICON, a specialty media company, to ICON's management team. As a result, we recorded a pre-tax gain of $50.5 million from the sale. As discussed in Note 7, the after-tax gain approximated the pre-tax gain. The disposition of ICON will not have a material impact on our ongoing results of operations or financial position.

10. COVID-19 Repositioning Costs

In the second quarter of 2020, in response to the COVID-19 pandemic, we incurred repositioning costs to align our cost structure and reduce our workforce and facility requirements.

At June 30, 2021 the remaining liability for the COVID-19 repositioning costs was (in millions):

January 1, 2021	$	83.8
Payments	(23.4)
June 30, 2021	$	60.4

We expect that substantially all the remaining liability will be paid by the end of 2021.

11. Supplemental Cash Flow Data

The change in operating capital was (in millions):

	Six Months Ended June 30,
	2021		2020
(Increase) decrease in accounts receivable	$	382.6	$	2,349.8
(Increase) decrease in work in process and other current assets	(159.4)		59.1
Increase (decrease) in accounts payable	(1,150.7)		(3,657.1)
Increase (decrease) in customer advances, taxes payable and other current liabilities	(315.0)		(347.4)
Change in other assets and liabilities, net	151.3		9.8
Increase (decrease)	$	(1,091.2)	$	(1,585.8)
Income taxes paid	$	273.9	$	93.6
Interest paid	$	135.2	$	103.9

Supplemental non-cash information related to leases was (in millions):

	Six Months Ended June 30,
	2021		2020
Net increase in lease liability:
Operating leases	$	72.7	$	84.5
Finance leases	$	24.9	$	17.2

12. 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.

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13. Accumulated Other Comprehensive Income (Loss)

Changes in accumulated other comprehensive income (loss), net of income taxes were (in millions):

	Cash Flow Hedge		Defined Benefit Pension Plans and Postemployment Arrangements		Foreign Currency Translation		Total
	Six Months Ended June 30, 2021
January 1	$	(20.1)	$	(123.2)	$	(1,070.5)	$	(1,213.8)
Other comprehensive income (loss) before reclassifications	—		—		18.7		18.7
Reclassification from accumulated other comprehensive    income (loss)	2.0		5.6		—		7.6
June 30	$	(18.1)	$	(117.6)	$	(1,051.8)	$	(1,187.5)

	Six Months Ended June 30, 2020
January 1	$	(24.0)	$	(112.1)	$	(1,061.5)	$	(1,197.6)
Other comprehensive income (loss) before reclassifications	—		—		(265.3)		(265.3)
Reclassification from accumulated other comprehensive    income (loss)	2.0		4.3		—		6.3
June 30	$	(22.0)	$	(107.8)	$	(1,326.8)	$	(1,456.6)

14. Fair Value

Financial assets and liabilities measured at fair value on a recurring basis were (in millions):

	June 30, 2021
	Level 1		Level 2		Level 3		Total
Assets:
Cash and cash equivalents	$	4,388.1					$	4,388.1
Marketable equity investments	1.3						1.3
Foreign currency derivatives			$	0.3			0.3
Liabilities:
Foreign currency derivatives			$	0.3			$	0.3
Contingent purchase price obligations					$	159.5	159.5

	December 31, 2020
	Level 1		Level 2		Level 3		Total
Assets:
Cash and cash equivalents	$	5,600.5					$	5,600.5
Marketable equity investments	1.6						1.6
Foreign currency derivative instruments			$	0.6			0.6
Liabilities:
Foreign currency derivatives			0.3				0.3
Contingent purchase price obligations					$	71.9	71.9

Changes in contingent purchase price obligations were (in millions):

	Six Months Ended June 30,
	2021		2020
January 1	$	71.9	$	107.7
Acquisitions	92.2		10.0
Revaluation and interest	0.9		1.6
Payments	(5.4)		(12.8)
Foreign currency translation	(0.1)		(2.2)
June 30	$	159.5	$	104.3

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The carrying amount and fair value of our financial assets and liabilities were (in millions):

	June 30, 2021				December 31, 2020
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Assets:
Cash and cash equivalents	$	4,388.1	$	4,388.1	$	5,600.5	$	5,600.5
Marketable equity securities	1.3		1.3		1.6		1.6
Non-marketable equity securities	6.7		6.7		8.9		8.9
Foreign currency derivatives	0.3		0.3		0.6		0.6
Liabilities:
Short-term debt	$	9.3	$	9.3	$	3.9	$	3.9
Foreign currency derivatives	0.3		0.3		0.3		0.3
Contingent purchase price obligations	159.5		159.5		71.9		71.9
Long-term debt	5,300.7		5,729.6		5,807.3		6,380.6

The estimated fair value of the foreign currency derivatives is determined using model-derived valuations, taking into consideration foreign currency rates and counterparty credit 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.

15. Subsequent Events

We have evaluated events subsequent to the balance sheet date and determined that there have not been any events that have occurred that would require additional adjustments to or disclosures in these consolidated financial statements.

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

EXECUTIVE SUMMARY

Impact of the COVID-19 Pandemic on our Business

We experienced an improvement in our business in the second quarter of 2021 as compared to the second quarter of 2020, primarily because the recovery from the COVID-19 pandemic that began in the first quarter of 2021 continued into the second quarter. The second quarter of 2020 was the quarter in which our business was most negatively impacted since the onset of the pandemic, as the COVID-19 pandemic did not significantly impact our major markets and businesses until late in the first quarter of 2020. Accordingly, the recovery from the pandemic in 2021 compared to the prior year's quarter, was significantly greater in the second quarter than the first quarter. Revenue for the six months ended June 30, 2021 increased $791.0 million, or 12.7%, compared to the six months ended June 30, 2020. The increase in revenue primarily reflects an increase in client spending compared to the prior year period and the strengthening of most foreign currencies, primarily the British Pound and the Euro, against the U.S. Dollar.

Global economic conditions will continue to be volatile as long as the COVID-19 pandemic remains a public health threat, including, as a result of new information concerning the severity of the pandemic, government actions to mitigate the effects of the pandemic in the near-term, and the resulting impact on our clients' spending plans. We expect global economic performance and the performance of our businesses to vary by geography and discipline until the impact of the COVID-19 pandemic on the global economy subsides.

Results of Operations for the Six Months Ended June 30, 2021

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 branded networks and agencies operate in all major markets and provide services in the following fundamental disciplines: advertising, customer relationship management, or CRM, public relations, and healthcare. Advertising includes creative services, as well as strategic media planning and buying and data analytics 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. In an effort to better capture the expanding scope of our services, effective January 1, 2021, we realigned the classification of certain services primarily within our CRM Consumer Experience discipline. As a result, our CRM discipline has been reclassified into four categories: CRM Precision Marketing, which includes our precision marketing and digital/direct marketing agencies; CRM Commerce and Brand Consulting that is primarily comprised of Omnicom Commerce Group, including our shopper marketing businesses, and our Brand Consulting agencies; CRM Experiential, which includes our experiential marketing agencies and events businesses; and CRM Execution & Support, which includes field marketing, merchandising and point of sale, as well as other specialized marketing and custom communications services. 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 twelve months ended June 30, 2021, our largest client accounted for 3.1% of our revenue and our 100 largest clients, which represent many of the world's major marketers, accounted for approximately 54.6% of our revenue. Our business is spread across a number of industry sectors with no one industry comprising more than 16% of our revenue for the six months ended June 30, 2021. 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.

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.

Global economic conditions have a direct impact on our business and financial performance. Adverse global or regional economic conditions, such as those arising from the COVID-19 pandemic, pose a risk that our clients may reduce, postpone or cancel spending on advertising, marketing and corporate communications services, which would reduce the demand for our services. 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.

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Beginning in March 2020 and continuing through the first quarter of 2021, our business experienced the effects from reductions in client spending due to the economic impact related to the COVID-19 pandemic. While mixed by business and geography, the spending reductions impacted all our businesses and markets. Globally, the most impacted businesses were our CRM Experiential discipline, especially in our event marketing businesses, and our CRM Execution & Support discipline, primarily in field marketing. In the second quarter of 2021, as certain markets continued the recovery from the pandemic that began in the first quarter of 2021, clients substantially increased their spending on our services compared to the prior year period. The economic and fiscal issues, including the impact related to the pandemic, facing the countries we operate in can be expected to continue to 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. In response to reductions in revenue, we can take actions to align our cost structure with changes in client demand and manage our working capital. However, there can be no assurance as to the effectiveness of 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.

General business trends impact our business and industry. On balance, we believe that these effects are generally positive. These trends include integrating traditional and non-traditional marketing channels, as well as utilizing new communications technologies and emerging digital platforms, and clients increasingly expanding the focus of their brand strategies from national markets to pan-regional and global markets. As clients increase their demands for marketing effectiveness and efficiency, many of them have made it a practice to consolidate their business within one or a small number of service providers in the pursuit of a single engagement covering all consumer touch points. We have structured our business around these trends. While the current economic environment caused many clients to reduce spending for our services, certain trends such as increased spending on digital marketing platforms, and our key client matrix organization structure approach to collaboration and integration of our services and solutions provide a competitive advantage to our business. We expect this advantage 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, 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.

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. As discussed below, in the second quarter of 2021, we disposed of our wholly owned subsidiary, ICON International, or ICON, a specialty media business.

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.

Revenue for the quarter ended June 30, 2021 increased $770.9 million, or 27.5%, compared to the prior year quarter, as all our markets performed substantially better than the second quarter of 2020, which experienced the most significant decline in revenue since the onset of the COVID-19 pandemic. Changes in foreign exchange rates in the second quarter of 2021 increased revenue 5.4%, acquisition revenue, net of disposition revenue, reduced revenue 2.2% and organic growth increased revenue 24.4%. The reduction in acquisition revenue, net of disposition revenue, for the quarter reflects the sale of ICON. The changes in revenue across our principal regional markets were: North America increased $293.4 million, or 17.6%, Europe increased $316.6 million, or 43.5%, Asia-Pacific increased $127.6 million, or 39.9%, and Latin America increased $15.5 million, or 28.2%. In North America, the increase in organic revenue in all our disciplines, especially in our advertising discipline, which was led by our media businesses, and our CRM Precision Marketing businesses, was partially offset by a decline in acquisition revenue, net of disposition revenue, from the sale of ICON. In Europe, organic revenue increased in all countries and disciplines, especially our advertising discipline, which was led by our media business, and our CRM Execution and Support businesses. The strengthening of the British Pound and the Euro against the U.S. Dollar contributed to increased revenue in the region. In Latin America, revenue increased due to organic growth in all countries in the region, especially Brazil and Mexico, primarily in our advertising discipline and the strengthening of most currencies against the U.S. Dollar. In Asia-Pacific, revenue increased due to strong organic revenue growth in all countries, particularly China, Australia and New Zealand, and in all disciplines. The

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strengthening of substantially all currencies against the U.S. Dollar contributed to increased revenue in the region. The increase in revenue in the second quarter of 2021 compared to the second quarter of 2020 in our fundamental disciplines was: advertising $484.4 million, CRM Precision Marketing $79.6 million, CRM Commerce and Brand Consulting $33.8 million, CRM Experiential $45.5 million, CRM Execution & Support $58.1 million, public relations $47.8 million and healthcare $21.7 million.

Revenue for the six months ended June 30, 2021 increased $791.0 million, or 12.7%, compared to the six months ended June 30, 2020. Changes in foreign exchange rates increased revenue 4.0%, acquisition revenue, net of disposition revenue, reduced revenue 1.2%, and organic growth increased revenue 10.0%. In the first six months of 2021, our business improved as compared to the same period in 2020. The COVID-19 pandemic did not significantly impact our major markets and businesses until late in the first quarter of 2020. As a result, the improvement in revenue in the first six months of 2021 versus the prior year period was driven by the recovery in the second quarter of 2021 as compared to the second quarter of 2020. The total increase in revenue for the first six months of 2021 versus 2020 was mixed by geography and discipline. Across our principal regional markets, the changes in revenue were: North America increased $268.6 million, or 7.3%, Europe increased $334.3 million, or 20.3%, Asia-Pacific increased $168.3 million, or 24.8%, and Latin America increased $7.4 million, or 5.9%. In North America, improved organic growth in the United States and Canada was partially offset by a decrease in revenue resulting from the disposition of ICON. Organic revenue growth in the United States was led by our advertising discipline on the strength of our media business, CRM Precision Marketing and public relations businesses, partially offset by a decrease in organic revenue growth in our CRM Experiential businesses. In Europe, organic revenue increased in substantially all countries and disciplines, especially our advertising discipline, which was led by our media business, CRM Precision Marketing and public relations businesses. The strengthening of the British Pound and the Euro against the U.S. Dollar contributed to increased revenue in the region. In Latin America, organic growth in all countries in the region, especially Mexico, primarily in our advertising discipline was partially offset by the weakening of the Brazilian Real against the U.S. Dollar. In Asia-Pacific, revenue increased due to strong organic revenue growth in all countries, particularly China, Australia and New Zealand, and in all disciplines. The strengthening of all currencies against the U.S. Dollar contributed to increased revenue in the region. The increase in revenue in the six months of 2021 compared to the six months of 2020 in our fundamental disciplines was: advertising $554.8 million, CRM Precision Marketing $117.0 million, CRM Commerce and Brand Consulting $27.5 million, CRM Experiential $2.6 million, CRM Execution & Support $31.0 million, Public Relations $31.6 million and Healthcare $26.5 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 third-party service costs, which include third-party supplier costs when we act as principal in providing services to our clients 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 increased period-over-period in most categories. SG&A expenses 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 for the quarter ended June 30, 2021 increased $265.0 million, or 9.7%, period-over-period. Operating expenses for the quarter ended June 30, 2021 include a reduction of $50.5 million related to the gain from the sale of ICON. Salary and service costs, which tend to fluctuate with changes in revenue, increased $572.0 million, or 28.2%, compared to the quarter ended June 30, 2020, reflecting increases in salary and related service costs and third-party service costs of $297.0 million and $275.0 million, respectively. These increases resulted primarily from the increase in organic revenue, as well as the strengthening of most foreign currencies against the U.S. Dollar, especially the British Pound and Euro. The prior year period reflects a reduction in salary and service costs of $49.2 million related to reimbursement and tax credits from governmental programs in several countries. Occupancy and other costs, which are less directly linked to changes in revenue than salary and service costs, increased $3.9 million, or 1.3%, period-over-period, due to the strengthening of most foreign currencies against the U.S. Dollar. For the quarter ended June 30, 2021, operating profit increased $505.9 million to $568.4 million, operating margin increased to 15.9% from 2.2%, and EBITA margin increased to 16.5% from 3.0%, period-over-period. The increase in operating profit, operating margin and EBITA margin reflect the impact of the organic revenue growth, the positive impact of actions taken in the second quarter of 2020 in response to the COVID-19 pandemic, and higher costs recorded in 2020 of $277.9 million related to the COVID-19 repositioning charges. Additionally, operating profit, operating margin and EBITA margin for 2021 were favorably impacted by the $50.5 million gain recorded in connection with the sale of ICON.

Operating expenses for the six months ended June 30, 2021, increased $239.9 million, or 4.2%, period-over-period. Operating expenses for the six months ended June 30, 2021 include a reduction of $50.5 million related to the gain from the sale of ICON. Salary and service costs, which tend to fluctuate with changes in revenue, increased $583.7 million, or 12.8%, compared to the six months of 2020, reflecting increases in salary and related service costs and third-party service costs of $303.8 million and $279.9 million, respectively. These increases resulted primarily from the increase in organic revenue, as well as the

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strengthening of most foreign currencies against the U.S. Dollar, especially the British Pound and Euro. The prior year period reflects a reduction in salary and service costs of $49.2 million related to reimbursement and tax credits from governmental programs in several countries. Occupancy and other costs, which are less directly linked to changes in revenue than salary and service costs, decreased $14.1 million, or 2.4%, period-over-period reflecting the positive effects of actions taken in the second quarter of 2020 in response to the COVID-19 pandemic to manage our costs, which were substantially offset by the strengthening of most foreign currencies against the U.S. Dollar. For the six months ended June 30, 2021, operating profit increased $551.1 million to $1,033.8 million, operating margin increased to 14.8% from 7.8% and EBITA margin increased to 15.4% from 8.5%. The increase in operating profit, operating margin and EBITA margin reflect the impact of the organic revenue growth, the positive impact of actions taken in the second quarter of 2020 in response to the COVID-19 pandemic, and higher costs recorded in 2020 of $277.9 million related to the COVID-19 repositioning charges. Additionally, operating profit, operating margin and EBITA margin for 2021 were favorably impacted by the $50.5 million gain recorded in connection with the sale of ICON.

In the second quarter of 2021, in connection with the sale of ICON, we recorded a pre-tax gain of $50.5 million. The sale of ICON is part of our continuing realignment of our portfolio of businesses and is consistent with our strategic plan and investment priorities. The disposition is not expected to have a material impact on our ongoing results of operations or financial position. Going forward, the anticipated level of disposition activity is expected to be limited, and we expect to be principally focused on acquisition opportunities.

Net interest expense in the second quarter of 2021 increased $26.3 million period-over-period to $73.5 million. Net interest expense in the six months of 2021 increased $28.0 million period-over-period to $121.0 million. Interest expense on debt in the second quarter of 2021 increased $25.7 million to $74.7 million and increased $19.7 million to $122.6 million in the six months of 2021, primarily arising from a loss of $26.6 million on the early redemption in May 2021 of all the outstanding $1.250 billion principal amount of 3.625% Senior Notes due 2022, or 2022 Notes. In April 2021, we issued $800 million of 2.60% Senior Notes due 2031, or 2031 Notes. The proceeds from the issuance plus cash on hand were used to redeem the 2022 Notes. The impact of this refinancing activity reduced our leverage that increased in the second quarter of 2020 from the issuance of $600 million of 4.20% Senior Notes due 2030, or 2030 Notes, to increase our liquidity in response to the COVID-19 pandemic, and is expected to result in lower interest expense for the remainder of 2021 as compared to the prior year periods. Interest income in the second quarter of 2021 increased $0.3 million period-over-period to $6.8 million and in the six months of 2021 decreased $6.1 million period-over-period to $13.1 million.

Our effective tax rate for the six months ended June 30, 2021 decreased period-over-period to 25.8% from 30.6%. In connection with the sale of ICON in the second quarter of 2021, we recorded a pre-tax gain of $50.5 million. The lower effective tax rate for 2021 was predominantly the result of a nominal tax applied against the book gain on the sale of ICON resulting from excess tax over book basis. The effective tax rate for 2020 reflects an increase due to the non-deductibility in certain jurisdictions of a portion of the COVID-19 repositioning charges recorded in the second quarter of 2020. Our effective tax rate for the six months ended June 30, 2021 would have been in line with our expectations except for the nominal tax on the pre-tax ICON gain of $50.5 million.

Net income - Omnicom Group Inc. for the second quarter of 2021 was $348.2 million, as compared to the net loss of $24.2 million in the second quarter of 2020. Net income - Omnicom Group Inc. in the six months of 2021 increased $402.0 million to $636.0 million from $234.0 million in the six months of 2020. The period-over-period increase is due to the factors described above. Diluted net income per share - Omnicom Group Inc. for the second quarter of 2021 was $1.60, as compared to a diluted loss per share of $0.11 in the second quarter of 2020. Diluted net income per share - Omnicom Group Inc. increased to $2.93 in the six months of 2021, as compared to $1.08 in the six months of 2020. The period-over-period change was due to the factors described above, as well as the impact of the reduction in our weighted average common shares outstanding resulting from the resumption of repurchases of our common stock in the second quarter of 2021, net of shares issued for restricted stock awards, stock option exercises and the employee stock purchase plan.

The combined effect of the after-tax gain from the sale of ICON and the loss on the early redemption of the 2022 Notes increased net income - Omnicom Group Inc. for both the second quarter and six months of 2021 by $31.0 million and increased diluted net income per share - Omnicom Group Inc. for both the second quarter and six months of 2021 by $0.14. The effect of the COVID-19 repositioning charges in 2020 decreased net income - Omnicom Group Inc. for both the second quarter and six months of 2020 by $233.1 million and decreased net diluted income per share - Omnicom Group Inc. for both the second quarter and six months of 2020 by $1.03.

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RESULTS OF OPERATIONS - Second Quarter 2021 Compared to Second Quarter 2020 (in millions):

	2021			2020
Revenue	$	3,571.6		$	2,800.7
Operating Expenses:
Salary and service costs	2,603.1			2,031.1
Occupancy and other costs	293.9			290.0
Gain on disposition of subsidiary	(50.5)			—
COVID-19 repositioning costs	—			277.9
Cost of services	2,846.5			2,599.0
Selling, general and administrative expenses	103.2			82.1
Depreciation and amortization	53.5			57.1
	3,003.2			2,738.2
Operating Profit	568.4			62.5
Operating Margin %	15.9		%	2.2		%
Interest Expense	80.3			53.7
Interest Income	6.8			6.5
Income Before Income Taxes and Income (Loss) From Equity Method Investments	494.9			15.3
Income Tax Expense	123.2			21.9
Income (Loss) From Equity Method Investments	(0.1)			(7.8)
Net Income (Loss)	371.6			(14.4)
Net Income Attributed To Noncontrolling Interests	23.4			9.8
Net Income (Loss) - Omnicom Group Inc.	$	348.2		$	(24.2)

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):

	2021			2020
Net Income (Loss) - Omnicom Group Inc.	$	348.2		$	(24.2)
Net Income Attributed To Noncontrolling Interests	23.4			9.8
Net Income (Loss)	371.6			(14.4)
Income (Loss) From Equity Method Investments	(0.1)			(7.8)
Income Tax Expense	123.2			21.9
Income Before Income Taxes and Income (Loss) From Equity Method Investments	494.9			15.3
Interest Expense	80.3			53.7
Interest Income	6.8			6.5
Operating Profit	568.4			62.5
Add back: Amortization of intangible assets	21.2			21.4
Earnings before interest, taxes and amortization of intangible assets (“EBITA”)	$	589.6		$	83.9
Revenue	$	3,571.6		$	2,800.7
EBITA	$	589.6		$	83.9
EBITA Margin %	16.5		%	3.0		%

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Revenue

Revenue for the quarter ended June 30, 2021 increased $770.9 million, or 27.5%, compared to the prior year quarter, as all our markets performed substantially better than the second quarter of 2020, which experienced the most significant decline in revenue since the onset of the COVID-19 pandemic. Changes in foreign exchange rates in the second quarter of 2021 increased revenue 5.4%, acquisition revenue, net of disposition revenue, reduced revenue 2.2% and organic growth increased revenue 24.4%. The reduction in acquisition revenue, net of disposition revenue, for the quarter reflects the sale of ICON. The changes in revenue across our principal regional markets were: North America increased $293.4 million, or 17.6%, Europe increased $316.6 million, or 43.5%, Asia-Pacific increased $127.6 million, or 39.9%, and Latin America increased $15.5 million, or 28.2%. In North America, the increase in organic revenue in all our disciplines, especially in our advertising discipline, which was led by our media businesses, and our CRM Precision Marketing businesses, was partially offset by a decline in acquisition revenue, net of disposition revenue, from the sale of ICON. In Europe, organic revenue increased in all countries and disciplines, especially our advertising discipline, which was led by our media business, and our CRM Execution and Support businesses. The strengthening of the British Pound and the Euro against the U.S. Dollar contributed to increased revenue in the region. In Latin America, revenue increased due to organic growth in all countries in the region, especially Brazil and Mexico, primarily in our advertising discipline and the strengthening of most currencies against the U.S. Dollar. In Asia-Pacific, revenue increased due to strong organic revenue growth in all countries, particularly China, Australia and New Zealand, and in all disciplines. The strengthening of substantially all currencies against the U.S. Dollar contributed to increased revenue in the region. The increase in revenue in the second quarter of 2021 compared to the second quarter of 2020 in our fundamental disciplines was: advertising $484.4 million, CRM Precision Marketing $79.6 million, CRM Commerce and Brand Consulting $33.8 million, CRM Experiential $45.5 million, CRM Execution & Support $58.1 million, public relations $47.8 million and healthcare $21.7 million.

The components of revenue change for the second quarter of 2021 in the United States (“Domestic”) and the remainder of the world (“International”) were (in millions):

	Total				Domestic				International
	$		%		$		%		$		%
June 30, 2020	$	2,800.7			$	1,587.4			$	1,213.3
Components of revenue change:
Foreign exchange rate impact	150.8		5.4	%	—		—	%	150.8		12.4	%
Acquisition revenue, net of disposition revenue	(62.0)		(2.2)	%	(62.5)		(3.9)	%	0.5		—	%
Organic growth	682.1		24.4	%	315.8		19.9	%	366.3		30.2	%
June 30, 2021	$	3,571.6	27.5	%	$	1,840.7	16.0	%	$	1,730.9	42.7	%

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 $3,420.8 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 ($3,571.6 million less $3,420.8 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 ($2,800.7 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 15, 2021 remain unchanged, we expect the impact of changes in foreign exchange rates to increase revenue approximately 1.5% in the third quarter of 2021, and by approximately 2.5% for the full year. Based on our acquisition and disposition activity to date, we expect that the net impact will reduce revenue by between 6% and 7% for the third and fourth quarters of 2021 and 4% for the full year.

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Revenue and organic growth in our principal regional markets were (in millions):

	Three Months Ended June 30,
	2021		2020		$ Change		% Organic Growth
Americas:
North America	$	1,957.4	$	1,664.0	$	293.4	20.7	%
Latin America	70.4		54.9		15.5		20.8	%
EMEA:
Europe	1,044.1		727.5		316.6		30.6	%
Middle East and Africa	52.3		34.5		17.8		42.8	%
Asia-Pacific	447.4		319.8		127.6		27.9	%
	$	3,571.6	$	2,800.7	$	770.9	24.4	%

Revenue in Europe, which includes our primary markets of the U.K. and the Euro Zone, increased $316.6 million for the second quarter of 2021. Revenue in the U.K., representing 10.6% of consolidated revenue, increased $114.2 million. Revenue in Continental Europe, which comprises the Euro Zone and the other European countries, representing 18.6% of consolidated revenue, increased $202.4 million. The increase in revenue is due to strong organic growth in all countries and disciplines, as well as the continued strengthening of the British Pound and Euro against the U.S. Dollar.

In the normal course of business, our agencies both gain and lose business from clients each year due to a variety of factors. Under our client-centric approach, we seek to broaden our relationships with all of our clients. For the twelve months ended June 30, 2021 and 2020, our largest client represented 3.1% and 3.2% of revenue, respectively. Our ten largest and 100 largest clients represented 21.8% and 54.6% of revenue for the twelve months ended June 30, 2021, respectively, and 19.9% and 51.3% of revenue for the for the twelve months ended June 30, 2020, respectively.

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, public relations and healthcare. In an effort to better capture the expanding scope of our services, effective January 1, 2021, we realigned the classification of certain services primarily within our CRM Consumer Experience discipline. As a result, our CRM discipline has been reclassified into four categories: CRM Precision Marketing, which includes our precision marketing and digital/direct marketing agencies; CRM Commerce and Brand Consulting that is primarily comprised of Omnicom Commerce Group, including our shopper marketing businesses, and our Brand Consulting agencies; CRM Experiential, which includes our experiential marketing agencies and events businesses; and CRM Execution & Support, which includes field marketing, merchandising and point of sale, as well as other specialized marketing and custom communications services.

Although all our disciplines improved as compared to the second quarter of 2020, certain of our businesses and markets continue to experience the effects of client spending reductions related to the COVID-19 pandemic. Among the most impacted businesses were our CRM Experiential discipline, especially in our event marketing businesses, and our CRM Execution & Support discipline, primarily in our field marketing businesses. Revenue and organic growth by discipline were (in millions):

	Three Months Ended June 30,
	2021				2020				2021 vs. 2020
	$		% of Revenue		$		% of Revenue		$ Change		% Organic Growth
Advertising	$	2,014.5	56.4	%	$	1,530.1	54.6	%	$	484.4	29.8	%
CRM Precision Marketing	293.6		8.2	%	214.0		7.6	%	79.6		25.0	%
CRM Commerce and Brand Consulting	221.5		6.2	%	187.7		6.7	%	33.8		15.2	%
CRM Experiential	124.0		3.5	%	78.5		2.8	%	45.5		53.0	%
CRM Execution & Support	250.9		7.0	%	192.8		6.9	%	58.1		22.7	%
Public Relations	345.9		9.7	%	298.1		10.7	%	47.8		15.1	%
Healthcare	321.2		9.0	%	299.5		10.7	%	21.7		4.5	%
	$	3,571.6			$	2,800.7			$	770.9	24.4	%

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We provide services to clients that operate in various industry sectors. Revenue by sector was:

	Three Months Ended June 30,
	2021		2020
Food and Beverage	14	%	14	%
Consumer Products	9	%	9	%
Pharmaceuticals and Healthcare	16	%	18	%
Financial Services	7	%	8	%
Technology	10	%	9	%
Auto	10	%	9	%
Travel and Entertainment	7	%	6	%
Telecommunications	5	%	6	%
Retail	7	%	6	%
Services	2	%	2	%
Oil, Gas and Utilities	2	%	2	%
Not-for-Profit	1	%	1	%
Government	3	%	3	%
Education	1	%	1	%
Other	6	%	6	%
	100	%	100	%

In 2020, certain industry sectors were more negatively affected by the impact of the COVID-19 pandemic than others.

Operating Expenses

Operating expenses were (in millions):

	Three Months Ended June 30,
	2021				2020				2021 vs. 2020
	$		% of Revenue		$		% of Revenue		$ Change		% Change
Revenue	$	3,571.6			$	2,800.7			$	770.9	27.5	%
Operating Expenses:
Salary and service costs:
Salary and related service costs	1,721.7		48.2	%	1,424.7		50.9	%	297.0		20.8	%
Third-party service costs	881.4		24.7	%	606.4		21.7	%	275.0		45.3	%
	2,603.1		72.9	%	2,031.1		72.5	%	572.0		28.2	%
Occupancy and other costs	293.9		8.2	%	290.0		10.4	%	3.9		1.3	%
Gain on disposition of subsidiary	(50.5)		(1.4)	%	—				(50.5)
COVID-19 repositioning costs	—				277.9		9.9	%	(277.9)
Cost of services	2,846.5				2,599.0				247.5		9.5	%
Selling, general and administrative expenses	103.2		2.9	%	82.1		2.9	%	21.1		25.7	%
Depreciation and amortization	53.5		1.5	%	57.1		2.0	%	(3.6)		(6.3)	%
	3,003.2		84.1	%	2,738.2		97.8	%	265.0		9.7	%
Operating Profit	$	568.4	15.9	%	$	62.5	2.2	%	$	505.9	809.4	%

Operating expenses for the quarter ended June 30, 2021 increased $265.0 million, or 9.7%, period-over-period. Operating expenses for the quarter ended June 30, 2021 include a reduction of $50.5 million related to the gain from the sale of ICON. Salary and service costs, which tend to fluctuate with changes in revenue, increased $572.0 million, or 28.2%, compared to the quarter ended June 30, 2020, reflecting increases in salary and related service costs and third-party service costs of $297.0 million and $275.0 million, respectively. These increases resulted primarily from the increase in organic revenue, as well as the strengthening of most foreign currencies against the U.S. Dollar, especially the British Pound and Euro. The prior year period reflects a reduction in salary and service costs of $49.2 million related to reimbursement and tax credits from governmental programs in several countries. Occupancy and other costs, which are less directly linked to changes in revenue than salary and service costs, increased $3.9 million, or 1.3%, period-over-period, due to the strengthening of most foreign currencies against the U.S. Dollar. For the quarter ended June 30, 2021, operating profit increased $505.9 million to $568.4 million, operating margin increased to 15.9% from 2.2%, and EBITA margin increased to 16.5% from 3.0%, period-over-period. The increase in operating

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profit, operating margin and EBITA margin reflect the impact of the organic revenue growth, the positive impact of actions taken in the second quarter of 2020 in response to the COVID-19 pandemic, and higher costs recorded in 2020 of $277.9 million related to the COVID-19 repositioning charges. Additionally, operating profit, operating margin and EBITA margin for 2021 were favorably impacted by the $50.5 million gain recorded in connection with the sale of ICON.

Net Interest Expense

Net interest expense in the second quarter of 2021 increased $26.3 million period-over-period to $73.5 million. Interest expense on debt in the second quarter of 2021 increased $25.7 million to $74.7 million, primarily arising from a loss of $26.6 million on the early redemption in May 2021 of all the outstanding $1.250 billion of 2022 Notes. In April 2021, we issued $800 million of 2031 Notes. The proceeds from the issuance plus cash on hand were used to redeem the 2022 Notes. The impact of this refinancing activity reduced our leverage that increased in the second quarter of 2020 from the issuance of the $600 million of 2030 Notes, to increase our liquidity in response to the COVID-19 pandemic, and is expected to result in lower interest expense for the remainder of 2021 as compared to the prior year periods. Interest income in the second quarter of 2021 increased $0.3 million period-over-period to $6.8 million.

Income Taxes

Income tax expense for the second quarter of 2021 was $123.2 million, as compared to $21.9 million for the prior year period. In connection with the sale of ICON in the second quarter of 2021, we recorded a pre-tax gain of $50.5 million. In the second quarter of 2021, we applied a nominal tax against the book gain on sale of ICON resulting from excess tax over book basis. The effective tax rate for 2020 reflects an increase due to the non-deductibility in certain jurisdictions of a portion of the COVID-19 repositioning charges recorded in the second quarter of 2020.

Net Income (Loss) and Net Income (Loss) Per Share - Omnicom Group Inc.

Net income - Omnicom Group Inc. for the second quarter of 2021 was $348.2 million, as compared to a net loss of $24.2 million in the second quarter of 2020. The period-over-period increase is due to the factors described above. Diluted income per share - Omnicom Group Inc. for the second quarter of 2021 was $1.60, as compared to a diluted loss per share of $0.11 in the second quarter of 2020. The period-over-period change was due to the factors described above, as well as the impact of the reduction in our weighted average common shares outstanding resulting from the resumption of repurchases of our common stock in the second quarter of 2021, net of shares issued for restricted stock awards, stock option exercises and the employee stock purchase plan.

The combined effect of the after-tax gain from the sale of ICON and the loss on the early redemption of the 2022 Notes increased net income - Omnicom Group Inc. for the second quarter of 2021 by $31.0 million and increased diluted net income per share - Omnicom Group Inc. for the second quarter 2021 by $0.14. The effect of the COVID-19 repositioning charges in 2020 decreased net income - Omnicom Group Inc. for the second quarter of 2020 by $233.1 million and decreased diluted net income per share - Omnicom Group Inc. for the second quarter of 2020 by $1.03.

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RESULTS OF OPERATIONS - Six Months of 2021 Compared to Six Months of 2020 (in millions):

	2021			2020
Revenue	$	6,998.6		$	6,207.6
Operating Expenses:
Salary and service costs	5,148.1			4,564.4
Occupancy and other costs	585.5			599.6
Gain on disposition of subsidiary	(50.5)			—
COVID-19 repositioning costs	—			277.9
Cost of services	5,683.1			5,441.9
Selling, general and administrative expenses	174.9			168.9
Depreciation and amortization	106.8			114.1
	5,964.8			5,724.9
Operating Profit	1,033.8			482.7
Operating Margin %	14.8		%	7.8		%
Interest Expense	134.1			112.2
Interest Income	13.1			19.2
Income Before Income Taxes and Income (Loss) From Equity Method Investments	912.8			389.7
Income Tax Expense	235.2			119.3
Income (Loss) From Equity Method Investments	(0.1)			(13.0)
Net Income	677.5			257.4
Net Income Attributed To Noncontrolling Interests	41.5			23.4
Net Income - Omnicom Group Inc.	$	636.0		$	234.0

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):

	2021			2020
Net Income - Omnicom Group Inc.	$	636.0		$	234.0
Net Income Attributed To Noncontrolling Interests	41.5			23.4
Net Income	677.5			257.4
Income (Loss) From Equity Method Investments	(0.1)			(13.0)
Income Tax Expense	235.2			119.3
Income Before Income Taxes and Income (Loss) From Equity Method Investments	912.8			389.7
Interest Expense	134.1			112.2
Interest Income	13.1			19.2
Operating Profit	1,033.8			482.7
Add back: Amortization of intangible assets	41.1			42.2
Earnings before interest, taxes and amortization of intangible assets (“EBITA”)	$	1,074.9		$	524.9
Revenue	$	6,998.6		$	6,207.6
EBITA	$	1,074.9		$	524.9
EBITA Margin %	15.4		%	8.5		%

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Revenue

Revenue for the six months ended June 30, 2021 increased $791.0 million, or 12.7%, compared to the six months ended June 30, 2020. Changes in foreign exchange rates increased revenue 4.0%, acquisition revenue, net of disposition revenue, reduced revenue 1.2%, and organic growth increased revenue 10.0%. In the first six months of 2021, our business improved as compared to the same period in 2020. The COVID-19 pandemic did not significantly impact our major markets and businesses until late in the first quarter of 2020. As a result, the improvement in revenue in the first six months of 2021 versus the prior year period was driven by the recovery in the second quarter of 2021 as compared to the second quarter of 2020. The total increase in revenue for the first six months of 2021 versus 2020 was mixed by geography and discipline. Across our principal regional markets, the changes in revenue were: North America increased $268.6 million, or 7.3%, Europe increased $334.3 million, or 20.3%, Asia-Pacific increased $168.3 million, or 24.8%, and Latin America increased $7.4 million, or 5.9%. In North America, improved organic growth in the United States and Canada was partially offset by a decrease in revenue resulting from the disposition of ICON. Organic revenue growth in the United States was led by our advertising discipline on the strength of our media business, CRM Precision Marketing and public relations businesses, partially offset by a decrease in organic revenue growth in our CRM Experiential businesses. In Europe, organic revenue increased in substantially all countries and disciplines, especially our advertising discipline, which was led by our media business, CRM Precision Marketing and public relations businesses. The strengthening of the British Pound and the Euro against the U.S. Dollar contributed to increased revenue in the region. In Latin America, organic growth in all countries in the region, especially Mexico, primarily in our advertising discipline was partially offset by the weakening of the Brazilian Real against the U.S. Dollar. In Asia-Pacific, revenue increased due to strong organic revenue growth in all countries, particularly China, Australia and New Zealand, and in all disciplines. The strengthening of all currencies against the U.S. Dollar contributed to increased revenue in the region. The increase in revenue in the six months of 2021 compared to the six months of 2020 in our fundamental disciplines was: advertising $554.8 million, CRM Precision Marketing $117.0 million, CRM Commerce and Brand Consulting $27.5 million, CRM Experiential $2.6 million, CRM Execution & Support $31.0 million, Public Relations $31.6 million and Healthcare $26.5 million.

The components of revenue change for the six months of 2021 in the United States (“Domestic”) and the remainder of the world (“International”) were (in millions):

	Total				Domestic				International
	$		%		$		%		$		%
June 30, 2020	$	6,207.6			$	3,481.7			$	2,725.9
Components of revenue change:
Foreign exchange rate impact	246.5		4.0	%	—		—	%	246.5		9.0	%
Acquisition revenue, net of disposition revenue	(77.0)		(1.2)	%	(70.3)		(2.0)	%	(6.7)		(0.2)	%
Organic growth	621.5		10.0	%	297.5		8.5	%	324.0		11.9	%
June 30, 2021	$	6,998.6	12.7	%	$	3,708.9	6.5	%	$	3,289.7	20.7	%

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 $6,752.1 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 ($6,998.6 million less $6,752.1 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 ($6,207.6 million for the Total column).

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Revenue and organic growth in our principal regional markets were (in millions):

	Six Months Ended June 30,
	2021		2020		$ Change		% Organic Growth
Americas:
North America	$	3,929.9	$	3,661.3	$	268.6	8.8	%
Latin America	133.7		126.3		7.4		7.7	%
EMEA:
Europe	1,985.1		1,650.8		334.3		11.0	%
Middle East and Africa	102.5		90.1		12.4		10.1	%
Asia-Pacific	847.4		679.1		168.3		14.4	%
	$	6,998.6	$	6,207.6	$	791.0	10.0	%

Revenue in Europe, which includes our primary markets of the U.K. and the Euro Zone, increased $334.3 million for the six months of 2021 as compared to the prior year period. Revenue in the U.K., representing 10.5% of total revenue, increased $125.7 million. Revenue in Continental Europe, which comprises the Euro Zone and the other European countries, representing 17.8% of total revenue, increased $208.6 million. The increase in revenue is due to strong organic growth in all countries and disciplines, as well as the continued strengthening of the British Pound and Euro against the U.S. Dollar.

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 through the six months of 2021 was an overall gain in new business. Under our client-centric approach, we seek to broaden our relationships with all of our clients.

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, public relations and healthcare. In an effort to better capture the expanding scope of our services, effective January 1, 2021, we realigned the classification of certain services primarily within our CRM Consumer Experience discipline. As a result, our CRM discipline has been reclassified into four categories: CRM Precision Marketing, which includes our precision marketing and digital/direct marketing agencies; CRM Commerce and Brand Consulting that is primarily comprised of Omnicom Commerce Group, including our shopper marketing businesses, and our Brand Consulting agencies; CRM Experiential, which includes our experiential marketing agencies and events businesses; and CRM Execution & Support, which includes field marketing, merchandising and point of sale, as well as other specialized marketing and custom communications services.

Certain of our businesses and markets continue to experience the effects of client spending reductions related to the COVID-19 pandemic. Among the most impacted businesses were our CRM Experiential discipline, especially in our event marketing businesses, and our CRM Execution & Support discipline, primarily in our field marketing businesses. Revenue and organic growth by discipline were (in millions):

	Six Months Ended June 30,
	2021				2020				2021 vs. 2020
	$		% of Revenue		$		% of Revenue		$ Change		% Organic Growth
Advertising	$	4,018.2	57.4	%	$	3,463.4	55.8	%	$	554.8	13.9	%
CRM Precision Marketing	563.0		8.1	%	446.0		7.2	%	117.0		15.8	%
CRM Commerce and Brand Consulting	436.1		6.2	%	408.6		6.6	%	27.5		4.7	%
CRM Experiential	212.4		3.0	%	209.8		3.4	%	2.6		(1.0)	%
CRM Execution & Support	497.5		7.1	%	466.5		7.5	%	31.0		1.6	%
Public Relations	663.4		9.5	%	631.8		10.2	%	31.6		5.3	%
Healthcare	608.0		8.7	%	581.5		9.3	%	26.5		2.3	%
	$	6,998.6			$	6,207.6			$	791.0	10.0	%

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We provide services to clients that operate in various industry sectors. Revenue by sector was:

	Six Months Ended June 30,
	2021		2020
Food and Beverage	14	%	14	%
Consumer Products	8	%	8	%
Pharmaceuticals and Healthcare	16	%	16	%
Financial Services	7	%	8	%
Technology	9	%	8	%
Auto	10	%	10	%
Travel and Entertainment	9	%	8	%
Telecommunications	5	%	6	%
Retail	7	%	6	%
Services	2	%	2	%
Oil, Gas and Utilities	1	%	2	%
Not-for-Profit	1	%	1	%
Government	3	%	3	%
Education	1	%	1	%
Other	7	%	7	%
	100	%	100	%

In 2020, certain industry sectors were more negatively affected by the impact of the COVID-19 pandemic than others.

Operating Expenses

Operating expenses were (in millions):

	Six Months Ended June 30,
	2021				2020				2021 vs. 2020
	$		% of Revenue		$		% of Revenue		$ Change		% Change
Revenue	$	6,998.6			$	6,207.6			$	791.0	12.7	%
Operating Expenses:
Salary and service costs:
Salary and related service costs	3,370.9		48.2	%	3,067.1		49.4	%	303.8		9.9	%
Third-party service costs	1,777.2		25.4	%	1,497.3		24.1	%	279.9		18.7	%
	5,148.1		73.6	%	4,564.4		73.5	%	583.7		12.8	%
Occupancy and other costs	585.5		8.4	%	599.6		9.7	%	(14.1)		(2.4)	%
Gain on sale of subsidiary	(50.5)		(0.7)	%	—				(50.5)
COVID-19 repositioning costs	—				277.9		4.5	%	(277.9)
Cost of services	5,683.1				5,441.9				241.2		4.4	%
Selling, general and administrative expenses	174.9		2.5	%	168.9		2.7	%	6.0		3.6	%
Depreciation and amortization	106.8		1.5	%	114.1		1.8	%	(7.3)		(6.4)	%
	5,964.8		85.2	%	5,724.9		92.2	%	239.9		4.2	%
Operating Profit	$	1,033.8	14.8	%	$	482.7	7.8	%	$	551.1	114.2	%

Operating expenses for the six months ended June 30, 2021, increased $239.9 million, or 4.2%, period-over-period. Operating expenses for the six months ended June 30, 2021 include a reduction of $50.5 million related to the gain from the sale of ICON. Salary and service costs, which tend to fluctuate with changes in revenue, increased $583.7 million, or 12.8%, compared to the six months of 2020, reflecting increases in salary and related service costs and third-party service costs of $303.8 million and $279.9 million, respectively. These increases resulted primarily from the increase in organic revenue, as well as the strengthening of most foreign currencies against the U.S. Dollar, especially the British Pound and Euro. The prior year period reflects a reduction in salary and service costs of $49.2 million related to reimbursement and tax credits from governmental programs in several countries. Occupancy and other costs, which are less directly linked to changes in revenue than salary and service costs, decreased $14.1 million, or 2.4%, period-over-period reflecting the positive effects of actions taken in the second

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quarter of 2020 in response to the COVID-19 pandemic to manage our costs, which were substantially offset by the strengthening of most foreign currencies against the U.S. Dollar. For the six months ended June 30, 2021, operating profit increased $551.1 million to $1,033.8 million, operating margin increased to 14.8% from 7.8% and EBITA margin increased to 15.4% from 8.5%. The increase in operating profit, operating margin and EBITA margin reflect the impact of the organic revenue growth, the positive impact of actions taken in the second quarter of 2020 in response to the COVID-19 pandemic, and higher costs recorded in 2020 of $277.9 million related to the COVID-19 repositioning charges. Additionally, operating profit, operating margin and EBITA margin for 2021 were favorably impacted by the $50.5 million gain recorded in connection with the sale of ICON.

Net Interest Expense

Net interest expense in the six months of 2021 increased $28.0 million period-over-period to $121.0 million. Interest expense on debt in the six months of 2021 increased $19.7 million to $122.6 million, primarily arising from a loss of $26.6 million on the early redemption in May 2021 of all the outstanding $1.250 billion of 2022 Notes. In April 2021, we issued $800 million of 2031 Notes. The proceeds from the issuance plus cash on hand were used to redeem the 2022 Notes. The impact of this refinancing activity reduced our leverage that increased in the second quarter of 2020 from the issuance of the $600 million of 2030 Notes, to increase our liquidity in response to the COVID-19 pandemic, and is expected to result in lower interest expense for the remainder of 2021 as compared to the prior year periods. Interest income in the six months of 2021 decreased $6.1 million period-over-period to $13.1 million.

Income Taxes

Our effective tax rate for the six months ended June 30, 2021 decreased period-over-period to 25.8% from 30.6%. In connection with the sale of ICON in the second quarter of 2021, we recorded a pre-tax gain of $50.5 million. The lower effective tax rate for 2021 was predominantly the result of a nominal tax applied against the book gain on sale of ICON resulting from excess tax over book basis. The effective tax rate for 2020 reflects an increase due to the non-deductibility in certain jurisdictions of a portion of the COVID-19 repositioning charges recorded in the second quarter of 2020. Our effective tax rate for the six months ended June 30, 2021 would have been in line with our expectations except for the nominal tax on the pre-tax ICON gain of $50.5 million.

Net Income and Net Income Per Share - Omnicom Group Inc.

Net income - Omnicom Group Inc. in the six months of 2021 increased $402.0 million to $636.0 million from $234.0 million in the six months of 2020. The period-over-period increase is due to the factors described above. Diluted net income per share - Omnicom Group Inc. increased to $2.93 in the six months of 2021, compared to $1.08 in the six months of 2020, due to the factors described above, as well as the impact of the reduction in our weighted average common shares outstanding resulting from the resumption of repurchases of our common stock in the second quarter of 2021, net of shares issued for restricted stock awards, stock option exercises and the employee stock purchase plan.

The combined effect of the after-tax gain from the sale of ICON and the loss on the early redemption of the 2022 Notes increased net income - Omnicom Group Inc. for the six months of 2021 by $31.0 million and increased diluted net income per share - Omnicom Group Inc. for the six months of 2021 by $0.14. The effect of the COVID-19 repositioning charges in 2020 decreased net income - Omnicom Group Inc. for the six months of 2020 by $233.1 million and decreased diluted net income per share - Omnicom Group Inc. for the six months of 2020 by $1.03.

CRITICAL ACCOUNTING POLICIES

For a more complete understanding of our accounting policies, the unaudited consolidated financial statements and the related Management’s Discussion and Analysis of Financial Condition and Results of Operations, readers are encouraged to consider this information together with our discussion of our critical accounting policies under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2020 10-K.

Acquisitions and Goodwill

We have made and expect to continue to make selective acquisitions. The evaluation of potential acquisitions is based on various factors, including specialized know-how, reputation, geographic coverage, competitive position and service offerings of the target businesses, as well as our experience and judgment.

Our acquisition strategy is focused on acquiring the expertise of an assembled workforce in order to continue to build upon the core capabilities of our various strategic business platforms and agency brands through the expansion of their geographic reach or their service capabilities to better serve our clients. Additional key factors we consider include the competitive position and specialized know-how of the acquisition targets. Accordingly, as is typical in most service businesses, a substantial portion of the assets we acquire are intangible assets primarily consisting of the know-how of the personnel, which is treated as part of goodwill and is not required to be valued separately under U.S. GAAP. For each acquisition, we undertake a detailed review to identify other intangible assets that are required to be valued separately. A significant portion of the identifiable intangible assets

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acquired is derived from customer relationships, including the related customer contracts, as well as trade names. In valuing these identified intangible assets, we typically use an income approach and consider comparable market participant measurements.

We evaluate goodwill for impairment at least annually at the end of the second quarter of the year and whenever events or circumstances indicate the carrying value may not be recoverable. Under FASB ASC Topic 350, Intangibles - Goodwill and Other, we have the option of either assessing qualitative factors to determine whether it is more-likely-than-not that the carrying value of our reporting units exceeds their respective fair value or proceeding directly to the goodwill impairment test. We performed the annual impairment test and compared the fair value of each of our reporting units to its respective carrying value, including goodwill. During the second quarter of 2021, we reorganized the management of one of our agency networks, effectively combining certain practice areas into a new reporting unit that primarily comprises our Omnicom Public Relations Group practice area. As a result of the reorganization, the number of operating segments increased from five to six in 2021. We identified our regional reporting units as components of our operating segments, which are our six global agency networks. The regional reporting units of each agency network are responsible for the agencies in their region. They report to the segment managers and facilitate the administrative and logistical requirements of our key client matrix organization structure for delivering services to clients in their regions. We have concluded that for each of our operating segments, their regional reporting units have similar economic characteristics and should be aggregated for purposes of testing goodwill for impairment at the operating segment level. Our conclusion was based on a detailed analysis of the aggregation criteria set forth in FASB ASC Topic 280, Segment Reporting, and in FASB ASC Topic 350. Consistent with our fundamental business strategy, the agencies within our regional reporting units serve similar clients in similar industries, and in many cases the same clients. In addition, the agencies within our regional reporting units have similar economic characteristics. 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 that are generally limited to personal computers, servers and off-the-shelf software and other overhead expenses. Finally, the expected benefits of our acquisitions are typically shared by multiple agencies in various regions as they work together to integrate the acquired agency into our virtual client network strategy.

Goodwill Impairment Review - Estimates and Assumptions

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

In applying the income approach, we use estimates to derive the discounted expected cash flows (“DCF”) for each reporting unit that serves as the basis of our valuation. These estimates and assumptions include revenue growth and operating margin, EBITDA, tax rates, capital expenditures, weighted average cost of capital and related discount rates and expected long-term cash flow growth rates. All of these estimates and assumptions are affected by conditions specific to our businesses, economic conditions related to the industry we operate in, as well as conditions in the global economy. The assumptions that have the most significant effect on our valuations derived using a DCF methodology are: (1) the expected long-term growth rate of our reporting units' cash flows and (2) the weighted average cost of capital (“WACC”) for each reporting unit.

At June 30, 2021 we adjusted our assumptions to reflect the economic conditions in light of the impact on our business related to the COVID-19 pandemic.

The assumptions used for the long-term growth rate and WACC in our evaluations as of June 30, 2021 and 2020 were:

	2021	2020
Long-Term Growth Rate	3.5%	3.0%
WACC	9.8% - 10.4%	10.6% - 10.8%

Long-term growth rate represents our estimate of the long-term growth rate for our industry and the markets of the global economy we operate in. For the past ten years, the average historical revenue growth rate of our reporting units and the Average Nominal GDP, or NGDP, growth of the countries comprising the major markets that account for substantially all of our revenue was approximately 3.2% and 3.4%, respectively. We considered this history when determining the long-term growth rates used in our annual impairment test at June 30, 2021, and included in the 10-year history is the full year 2020 that reflected the impact of the COVID-19 pandemic on the global economy. We believe marketing expenditures over the long term have a high correlation to NGDP. Based on our historical performance, we also believe that our long-term growth rate will exceed NGDP growth in the short-term in the markets we operate in, which are similar across our reporting units. Accordingly, for our annual test as of June 30, 2021, we used an estimated long-term growth rate of 3.5%.

When performing the annual impairment test as of June 30, 2021 and estimating the future cash flows of our reporting units, we considered the current macroeconomic environment, as well as industry and market specific conditions at mid-year 2021. In the first half of 2021, our revenue increased 10.0%, which excluded our net disposition activity and the impact from changes in foreign exchange rates.

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The WACC is comprised of: (1) a risk-free rate of return, (2) a business risk index ascribed to us and to companies in our industry comparable to our reporting units based on a market derived variable that measures the volatility of the share price of equity securities relative to the volatility of the overall equity market, (3) an equity risk premium that is based on the rate of return on equity of publicly traded companies with business characteristics comparable to our reporting units, and (4) a current after-tax market rate of return on debt of companies with business characteristics similar to our reporting units, each weighted by the relative market value percentages of our equity and debt.

Our six reporting units vary in size with respect to revenue and the amount of debt allocated to them. These differences drive variations in fair value among our reporting units. In addition, these differences as well as differences in book value, including goodwill, cause variations in the amount by which fair value exceeds book value among the reporting units. The reporting unit goodwill balances and debt vary by reporting unit primarily because our three legacy agency networks were acquired at the formation of Omnicom and were accounted for as a pooling of interests that did not result in any additional debt or goodwill being recorded. The remaining three agency networks were built through a combination of internal growth and acquisitions that were accounted for using the acquisition method and as a result, they have a relatively higher amount of goodwill and debt. Finally, the allocation of goodwill when components are transferred between reporting units is based on relative fair value at the time of transfer.

Goodwill Impairment Review - Conclusion

Based on the results of our impairment test, we concluded that our goodwill at June 30, 2021 was not impaired, because the fair value of each of our reporting units was in excess of its respective net book value. For our reporting units with negative book value, we concluded that the fair value of their total assets was in excess of book value. The minimum decline in fair value that one of our reporting units would need to experience in order to fail the goodwill impairment test was approximately 34%. Notwithstanding our belief that the assumptions we used for WACC and long-term growth rate in our impairment testing were reasonable, we performed a sensitivity analysis for each of our reporting units. The results of this sensitivity analysis on our impairment test as of June 30, 2021 revealed that if the WACC increased by 1% and/or the long-term growth rate decreased by 1%, the fair value of each of our reporting units would continue to be in excess of its respective net book value and would pass the impairment test.

We will continue to perform our impairment test at the end of the second quarter of each year unless events or circumstances trigger the need for an interim impairment test. The estimates used in our goodwill impairment test do not constitute forecasts or projections of future results of operations, but rather are estimates and assumptions based on historical results and assessments of macroeconomic factors affecting our reporting units as of the valuation date. We believe that our estimates and assumptions are reasonable, but they are subject to change from period to period. Actual results of operations and other factors will likely differ from the estimates used in our discounted cash flow valuation, and it is possible that differences could be significant. A change in the estimates we use could result in a decline in the estimated fair value of one or more of our reporting units from the amounts derived as of our latest valuation and could cause us to fail our goodwill impairment test if the estimated fair value for the reporting unit is less than the carrying value of the net assets of the reporting unit, including its goodwill. A large decline in estimated fair value of a reporting unit could result in a non-cash impairment charge and may have an adverse effect on our results of operations and financial condition.

NEW ACCOUNTING STANDARDS

Note 1 to the unaudited consolidated financial statements provides information regarding new accounting standards.

LIQUIDITY AND CAPITAL RESOURCES

Cash Sources and Requirements

Our primary liquidity sources are our operating cash flow and cash and cash equivalents. Additional liquidity sources include our $2.5 billion multi-currency revolving credit facility, or Credit Facility, maturing on February 14, 2025, uncommitted credit lines aggregating $966.2 million, and the ability to issue up to $2 billion of commercial paper and access the capital markets. Our liquidity funds our non-discretionary cash requirements and our discretionary spending.

Borrowings under the Credit Facility may use LIBOR as the benchmark interest rate. The LIBOR benchmark rate is expected to be phased out by the end of June 2023. We do not expect that the discontinuation of the LIBOR rate will have a material impact on our liquidity or results of operations.

Working capital is our principal non-discretionary funding requirement. Our typical working capital cycle results in a short-term borrowing requirement that normally peaks during the second quarter of the year due to the timing of payments for incentive compensation, income taxes and contingent purchase price obligations. In addition, we have contractual obligations related to our long-term debt (principal and interest payments), recurring business operations, primarily related to lease obligations, and contingent purchase price obligations (earn-outs) from acquisitions. Our principal discretionary cash spending includes dividend payments to common shareholders, capital expenditures, strategic acquisitions and repurchases of our common stock.

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Cash and cash equivalents decreased $1,212.4 million from December 31, 2020. During the first six months of 2021, we used $295.7 million of cash in operating activities, which included the use for operating capital of $1,091.2 million, primarily related to our typical working capital requirement during the period and the impact of foreign exchange rate changes, as compared to the prior year period. Our discretionary spending for the first six months of 2021 was $487.3 million as compared to $580.6 million for the first six months of 2020. Discretionary spending for the first six months of 2021 is comprised of: capital expenditures of $22.9 million; dividends paid to common shareholders of $292.4 million; dividends paid to shareholders of noncontrolling interests of $38.6 million; repurchases of our common stock, net of proceeds from stock option exercises and related tax benefits and common stock sold to our employee stock purchase plan, of $94.7 million; and acquisition payments, including payment of contingent purchase price obligations and acquisition of additional shares of noncontrolling interests, net of cash acquired, of $38.7 million. In addition, the impact of foreign exchange rate changes reduced cash and cash equivalents by $23.6 million.

Cash Management

Our regional treasury centers in North America, Europe and Asia manage our cash and liquidity. Each day, operations with excess funds invest those funds with their regional treasury center. Likewise, operations that require funds borrow from their regional treasury center. Treasury centers with excess cash invest on a short-term basis with third parties, generally with maturities ranging from overnight to less than 90 days. Certain treasury centers have notional pooling arrangements that are used to manage their cash and set-off foreign exchange imbalances. The arrangements require each treasury center to have its own notional pool account and to maintain a notional positive account balance. Additionally, under the terms of the arrangement, set-off of foreign exchange positions are limited to the long and short positions within their own account. To the extent that our treasury centers require liquidity, they have the ability to issue up to a total of $2 billion of U.S. Dollar-denominated commercial paper or borrow under the Credit Facility, or the uncommitted credit lines. This process enables us to manage our debt more efficiently and utilize our cash more effectively, as well as manage our risk to foreign exchange rate imbalances. In countries where we either do not conduct treasury operations or it is not feasible for one of our treasury centers to fund net borrowing requirements on an intercompany basis, we arrange for local currency uncommitted credit lines. We have a policy governing counterparty credit risk with financial institutions that hold our cash and cash equivalents and we have deposit limits for each institution. In countries where we conduct treasury operations, generally the counterparties are either branches or subsidiaries of institutions that are party to the Credit Facility. These institutions generally have credit ratings equal to or better than our credit ratings. In countries where we do not conduct treasury operations, all cash and cash equivalents are held by counterparties that meet specific minimum credit standards

At June 30, 2021, our foreign subsidiaries held approximately $1.9 billion of our total cash and cash equivalents of $4.4 billion. Most of the cash is available to us, net of any foreign withholding taxes payable upon repatriation to the United States.

At June 30, 2021, our net debt position, which we define as total debt, including short-term debt, less cash and cash equivalents increased to $921.9 million as compared to $210.7 million at December 31, 2020. The increase in net debt primarily resulted from the use of cash of $1,091.2 million for operating capital principally related to our typical working capital requirements during the period. In addition, the impact of foreign exchange rate changes decreased cash and cash equivalents by $23.6 million, as compared to December 31, 2020. Net debt decreased $1.5 billion from $2.4 billion at June 30, 2020 due to conservative management of our cash during the COVID-19 pandemic, including the suspension of share buybacks through the first quarter of 2021, and the impact of our refinancing activity in the second quarter of 2021 discussed below.

The components of net debt were (in millions):

	June 30, 2021		December 31, 2020		June 30, 2020
Short-term debt	$	9.3	$	3.9	$	6.4
Long-term debt	5,300.7		5,807.3		5,714.1
Total debt	5,310.0		5,811.2		5,720.5
Less: Cash and cash equivalents and short-term investments	4,388.1		5,600.5		3,281.0
Net debt	$	921.9	$	210.7	$	2,439.5

In April 2021, we issued $800 million of the 2031 Notes. The net proceeds from the issuance, after deducting the underwriting discount and offering expenses, were $791.7 million. The net proceeds plus cash on hand were used to redeem all the outstanding $1.250 billion of 2022 Notes in May 2021. In connection with the redemption of the 2022 Notes, we recorded a loss on extinguishment of $26.6 million in interest expense. The impact of this refinancing activity reduced our leverage that had increased from the issuance of $600 million of 2030 Notes in the second quarter of 2020 to increase our liquidity in response to the COVID-19 pandemic, and is expected to result in lower interest expense for the remainder of 2021 as compared to the prior year periods.

Net debt is a Non-GAAP liquidity measure. This presentation, together with the comparable U.S. GAAP liquidity measures, reflects one of the key metrics used by us to assess our cash management. Non-GAAP liquidity measures should not be

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considered in isolation from, or as a substitute for, financial information presented in compliance with U.S. GAAP. Non-GAAP liquidity measures as reported by us may not be comparable to similarly titled amounts reported by other companies.

Debt Instruments and Related Covenants

The 2.45% Senior Notes, the 4.20% Senior Notes and the 2.60% Senior Notes are senior unsecured obligations of Omnicom that rank equal in right of payment with all existing and future unsecured senior indebtedness.

Omnicom and its wholly owned finance subsidiary, Omnicom Capital Inc., or OCI, are co-obligors under the 3.65% Senior Notes and the 3.60% Senior Notes. These notes are a joint and several liability of Omnicom and OCI, and Omnicom unconditionally guarantees OCI’s obligations with respect to the 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. Such 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 denominated notes due 2027 and 2031. OFHP’s assets consist of its investments in several wholly owned finance companies that function as treasury centers that 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 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.

The Credit Facility contains a financial covenant that requires us to maintain a Leverage Ratio of consolidated indebtedness to consolidated EBITDA (earnings before interest, taxes, depreciation, amortization and non-cash charges) of no more than 3.5 times for the most recently ended 12-month period. In October 2020, we amended the Credit Facility to increase the maximum Leverage Ratio to 4.0 times through December 31, 2021. At June 30, 2021, we were in compliance with this covenant as our Leverage Ratio was 2.2 times. The Credit Facility does not limit our ability to declare or pay dividends or repurchase our common stock.

At June 30, 2021, our long-term and short-term debt was rated BBB+ and A2 by S&P and Baa1 and P2 by Moody's. Our access to the commercial paper market and the cost of these borrowings are affected by market conditions and our credit ratings. Our long-term debt and Credit Facility do not contain provisions that require acceleration of cash payments in the event of a downgrade in our credit ratings.

Credit Markets and Availability of Credit

In light of the uncertainty of future economic conditions, we will continue to take actions available to us to respond to changing economic conditions, and we will continue to actively manage our discretionary expenditures. We will continue to monitor and manage the level of credit made available to our clients. We believe that these actions, in addition to the availability of our Credit Facility, are sufficient to fund our near-term working capital needs and our discretionary spending. For additional information about our credit facilities, see Note 5 to the unaudited consolidated financial statements.

We have typically funded our day-to-day liquidity by issuing commercial paper. Beginning in the third quarter of 2020 and continuing through the second quarter of 2021, we substantially reduced our commercial paper issuances as compared to the prior year periods primarily as a result of the issuance of $600 million of 2030 Notes. Additional liquidity sources include our Credit Facility and the uncommitted credit lines. At June 30, 2021, there were no commercial paper issuances during the quarter or borrowings under the Credit Facility or the uncommitted credit lines.

Commercial paper activity was (dollars in millions):

	Three Months Ended June 30,
	2021			2020
Average amount outstanding during the quarter	$	5.9		$	107.7
Maximum amount outstanding during the quarter	$	200.0		$	401.2
Average days outstanding	1.1			24.4
Weighted average interest rate	0.15		%	2.08		%

We expect to continue issuing commercial paper to fund our day-to-day liquidity when needed. However, disruptions in the credit markets may lead to periods of illiquidity in the commercial paper market and higher credit spreads. To mitigate any disruption in the credit markets and to fund our liquidity, we may borrow under the Credit Facility or the uncommitted credit lines or access the capital markets if favorable conditions exist. We will continue to monitor closely our liquidity and conditions in the credit markets. We cannot predict with any certainty the impact on us of any disruptions in the credit markets. In such

31

circumstances, we may need to obtain additional financing to fund our day-to-day working capital requirements. Such additional financing may not be available on favorable terms, or at all.

CREDIT RISK

We provide advertising, marketing and corporate communications services to several thousand clients that operate in nearly every sector of the global economy and we grant credit to qualified clients in the normal course of business. Due to the diversified nature of our client base, we do not believe that we are exposed to a concentration of credit risk as our largest client represented 3.1% of revenue for the twelve months ended June 30, 2021. However, during periods of economic downturn, the credit profiles of our clients could change.

In the normal course of business, our agencies enter into contractual commitments with media providers and production companies on behalf of our clients at levels that can substantially exceed the revenue from our services. These commitments are included in accounts payable when the services are delivered by the media providers or production companies. If permitted by local law and the client agreement, many of our agencies purchase media and production services for our clients as an agent for a disclosed principal. In addition, while operating practices vary by country, media type and media vendor, in the United States and certain foreign markets, many of our agencies’ contracts with media and production providers specify that our agencies are not liable to the media and production providers under the theory of sequential liability until and to the extent we have been paid by our client for the media or production services.

Where purchases of media and production services are made by our agencies as a principal or are not subject to the theory of sequential liability, the risk of a material loss as a result of payment default by our clients could increase significantly and such a loss could have a material adverse effect on our business, results of operations and financial position.

In addition, our methods of managing the risk of payment default, including obtaining credit insurance, requiring payment in advance, mitigating the potential loss in the marketplace or negotiating with media providers, may be less available or unavailable during a severe economic downturn.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We manage our exposure to foreign exchange and interest rate risk through various strategies, including the use of derivative financial instruments. We use forward foreign exchange contracts as economic hedges to manage the cash flow volatility arising from foreign exchange rate fluctuations. We may use interest rate swaps to manage our interest expense and structure our long-term debt portfolio to achieve a mix of fixed rate and floating rate debt. We do not use derivatives for trading or speculative purposes. Using derivatives exposes us to the risk that counterparties to the derivative contracts will fail to meet their contractual obligations. We manage that risk through careful selection and ongoing evaluation of the counterparty financial institutions based on specific minimum credit standards and other factors.

Our 2020 10-K provides a detailed discussion of the market risks affecting our operations. No material change has occurred in our market risks since the disclosure contained in our 2020 10-K.

ITEM 4. CONTROLS AND PROCEDURES

We maintain disclosure controls and procedures designed to ensure that information required to be disclosed in reports we file with the SEC is recorded, processed, summarized and reported within applicable time periods. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports we file or submit under the Securities Exchange Act of 1934, as amended, or the Exchange Act, is accumulated and communicated to management, including our Chief Executive Officer, or CEO, and Chief Financial Officer, or CFO, as appropriate to allow timely decisions regarding required disclosure. Management, including our CEO and CFO, conducted an evaluation of the effectiveness of our disclosure controls and procedures as of June 30, 2021. Based on that evaluation, our CEO and CFO concluded that, as of June 30, 2021, our disclosure controls and procedures are effective to ensure that decisions can be made timely with respect to required disclosures, as well as ensuring that the recording, processing, summarization and reporting of information required to be included in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2021 are appropriate.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Management, with the participation of our CEO, CFO and our agencies, conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that evaluation, our CEO and CFO concluded that our internal control over financial reporting was effective as of June 30, 2021. There have not been any changes in our internal control over financial reporting during our most recent fiscal quarter that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

KPMG LLP, an independent registered public accounting firm that audited our consolidated financial statements included in our 2020 10-K, has issued an attestation report on Omnicom’s internal control over financial reporting as of December 31, 2020, dated February 18, 2021.

32

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

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.

Item 1A. Risk Factors

There have been no material changes to the risk factors disclosed in Item 1A in our 2020 10-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Common stock repurchases during the three months ended June 30, 2021 were:

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 - April 30, 2021	—	$	—	—	—
May 1 - May 31, 2021	373,517	82.36		—	—
June 1 - June 30, 2021	864,793	81.59		—	—
	1,238,310	$	81.82	—	—

During the three months ended June 30, 2021, we purchased 1,144,414 shares of our common stock in the open market for

general corporate purposes and we withheld 93,896 shares from employees to satisfy estimated statutory income tax obligations related to vesting of restricted stock awards. The value of the common stock withheld was based on the closing price of our common stock on the applicable exercise and vesting dates.

Item 6. Exhibits

4.1	Third Supplemental Indenture, dated as of April 28, 2021, 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 May 3, 2021 (the "May 3, 2021 8-K") and incorporated herein by reference).
4.2	Form of 2.600% Notes due 2031 (Included in Exhibit 4.1 to the May 3, 2021 8-K and incorporated herein by reference).
10.1	Omnicom Group Inc. 2021 Incentive Award Plan (incorporated by reference to our Definitive Proxy Statement on Schedule 14A, filed on March 25, 2021).
10.2	2021 Incentive Award Plan Restricted Stock Unit Agreement - Form of Grant Notice and Agreement.
10.3	2021 Incentive Award Plan Option Agreement - Form of Grant Notice and Agreement.
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.INS	Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
101.SCH	Inline XBRL Taxonomy Extension Schema Document
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

33

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		OMNICOM GROUP INC.
Date:	July 20, 2021	/s/ PHILIP J. ANGELASTRO
		Philip J. Angelastro Executive Vice President and Chief Financial Officer (Principal Financial Officer and Authorized Signatory)

34

EX-10.2

EXHIBIT 10.2

OMNICOM GROUP INC.

2021 INCENTIVE AWARD PLAN RESTRICTED STOCK UNIT AGREEMENT

GRANT NOTICE

Unless otherwise defined herein, capitalized terms used in this Grant Notice (the “Grant Notice”) and the Restricted Stock Unit Agreement attached as Exhibit A to this Grant Notice (collectively, the “Agreement”) have the meanings given in the Omnicom Group Inc. 2021 Incentive Award Plan (as amended, restated and/or otherwise modified from time to time, the “Plan”).

You have been granted Restricted Stock Units (“RSUs”), subject to the terms and conditions of the Plan and this Agreement.

Employee:    Name

Grant Date:    Grant Date

Total Number of RSUs:    Shares Granted

Vesting Schedule:    Subject to the Employee remaining a Qualified Employee

through the applicable Vesting Date and subject to the terms of the Agreement and the Plan, the RSUs shall vest (i) as to 20% of the RSUs, on [] (the “First Vesting Date”) and (ii) as to the remainder, in equal installments on each of the next four anniversary dates of the First Vesting Date (together with the First Vesting Date, each of such dates being referred to herein as a “Vesting Date”).

Your signature below, which may be accomplished through electronic means approved by Omnicom, indicates your agreement and understanding that the RSUs are subject to all of the terms and conditions contained in this Agreement, including the Grant Notice, the Restricted Stock Unit Agreement attached as Exhibit A to this Grant Notice, the Plan and the restrictive covenants set forth in Section 6 of Exhibit A. ACCORDINGLY, PLEASE BE SURE TO READ ALL OF EXHIBIT A, WHICH CONTAINS THE SPECIFIC TERMS AND CONDITIONS OF THE RSUS.

EMPLOYEE:	OMNICOM GROUP INC.
HOLDER:
	By:
Print Name:    Name	Name:	Michael J. O’Brien
	Title:	Executive Vice President, General Counsel and Secretary

1

EXHIBIT 10.2

EXHIBIT A

OMNICOM GROUP INC.

2021 INCENTIVE AWARD PLAN RESTRICTED STOCK UNIT AGREEMENT

1. Award of RSUs. Omnicom has granted the Employee that number of RSUs set forth in the Grant Notice. Each RSU represents the right to receive one Share. However, unless and until the RSUs have vested, the Employee shall have no right to the payment of any Shares subject thereto. Prior to the actual payment of any Shares, such RSUs shall represent an unsecured obligation of Omnicom, payable (if at all) only from the general assets of Omnicom.

2. Dividends, Rights as Shareholder and Custody.

a) Unless determined otherwise by the Committee, Employee shall not be entitled to receive any payments with respect to the RSUs, adjustments to the RSUs or other benefits under this Agreement as a result of the payment of any ordinary dividend where the record date for such ordinary dividend occurs before the date the applicable RSU is actually settled in accordance with Section 2(b) below. In the event of an extraordinary dividend prior to such settlement date, Article 10 of the Plan shall govern, provided that the Company may satisfy any obligation it may have pursuant to Section 10.1(a) of the Plan by making a payment to the Employee of an amount of cash or other property, as applicable, equal to the per share amount of such extraordinary dividend, less applicable withholdings.

b) No Shares shall be issued to the Employee prior to the date on which the RSUs vest. Promptly following the vesting of RSUs pursuant to this Agreement, Shares evidencing such RSUs shall be transferred into Employee’s brokerage account or participant trust maintained with the administrator of the Plan (the “Brokerage Account”) or, at Omnicom’s sole discretion, stock certificate(s) shall be issued and delivered to the Employee (or his/her permitted transferees) by Omnicom. Neither the Employee nor any person claiming under or through the Employee shall have any of the rights or privileges of a stockholder of Omnicom in respect of any Shares deliverable hereunder unless and until Shares have been deposited in Employee’s Brokerage Account or certificates representing such Shares (which may be in book entry form) have been issued and recorded on the records of Omnicom or its transfer agents or registrars, and delivered to the Employee. Except as otherwise provided herein, after such issuance, recordation and delivery, the Employee shall have all the rights of a stockholder of Omnicom with respect to such Shares.

3. Vesting and Forfeiture; Tax Withholding; Committee Discretion.

a) The Employee shall vest in the RSUs in accordance with the vesting schedule set forth in the Grant Notice; provided, that, subject to paragraphs (b) – (d) below, in the event the Employee incurs a Disqualification, the Employee’s right to vest in the RSUs and to receive the Shares related thereto shall terminate effective as of the Disqualification Date and the Employee shall have no further rights to such RSUs or the related Shares.

b) In the event of a Disqualification prior to a Vesting Date by reason of the death of the Employee, all of the RSUs not yet vested shall vest and become nonforfeitable on the Disqualification Date.

c) In the event of a Disqualification prior to a Vesting Date by reason of the Disability of the Employee, a portion of the then unvested RSUs shall vest and become nonforfeitable on the Disqualification Date, such portion (rounded up to the nearest full RSU) to be equal to the sum for each remaining Vesting Date of (i) the total number of RSUs which would vest on such Vesting Date multiplied by (ii) a fraction, (A) the numerator of which shall be the number of full calendar months between the Grant Date and the Disqualification Date and (B) the denominator of which shall be the number of full calendar months between the Grant Date and such Vesting Date.

d) The Employee acknowledges that upon a Change in Control prior to a Vesting Date, Article 10 of the Plan shall govern.

2

EXHIBIT 10.2

e) Any RSUs not vested on the Disqualification Date shall be immediately forfeited without consideration.

f) Notwithstanding any other provision of this Agreement (including without limitation Section 2(b) above):

(i) The Employee is ultimately liable and responsible for all taxes owed in connection with the RSUs, regardless of any action Omnicom or any Omnicom Affiliate takes with respect to any tax withholding obligations that arise in connection with the RSUs. Neither Omnicom nor any of its Affiliates makes any representation or undertaking regarding the treatment of any tax associated with the awarding or vesting of the RSUs or the subsequent sale of Shares issuable pursuant to the RSUs. Omnicom and its Affiliates do not commit and are under no obligation to structure the RSUs to reduce or eliminate the Employee’s tax liability.

(ii) Prior to any event in connection with the RSU (e.g., vesting) that Omnicom determines may result in any domestic or foreign tax withholding obligation, whether national, federal, state or local, including any social tax obligation (the “Tax Withholding Obligation”), the Employee shall make arrangements satisfactory to Omnicom for the satisfaction of any Tax Withholding Obligation that arise in connection with his/her RSUs, including, without limitation, by electing to have the administrator of the Plan withhold a portion of the vested Shares on the Vesting Date in payment of the relevant withholding taxes or maintaining sufficient cash in Employee’s Brokerage Account for payment of the relevant withholding taxes. In the event Shares are withheld for the satisfaction of any Tax Withholding Obligation, the number of Shares to be withheld shall equal the quotient of (A) the amount of the Tax Withholding Obligation, and (B) the Fair Market Value of the Shares on the Vesting Date.

(iii) Omnicom may refuse to issue any Shares to the Employee until such Employee satisfies the Tax Withholding Obligation. To the maximum extent permitted by law, Omnicom has the right to retain without notice from Shares issuable under the RSUs or from salary payable to the Employee, Shares or cash having a value sufficient to satisfy the Tax Withholding Obligation.

4. Definitions. For purposes of this Agreement, the terms set forth below shall have the following meanings:

a) “Affiliate” of Omnicom or the Company, as the case may be, means any person, firm, corporation or other form of entity that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with Omnicom or the Company, as the case may be as determined by Omnicom.

b) “Client” means any person, firm, corporation or other form of entity to whom any member of the Group (i) rendered services at any time during the Employment Period or (ii) had made a Pitch at any time during the Employment Period, or the six months immediately following, the Termination Date.

c) “Company” means the Omnicom Affiliate by whom the Employee is employed as of the date of this Agreement and each other Omnicom Affiliate by whom the Employee is employed at any time during the Employment Period, notwithstanding anything in the Plan to the contrary.

d) “Disqualification” means the time when the Employee is no longer a Qualified Employee for any reason whatsoever, as determined by Omnicom.

e) “Disqualification Date” means the date on which the Disqualification occurs.

f) “Employee” means the Employee set forth in the Grant Notice.

g) “Employment Period” means the period that the Employee is employed by any member of the Group.

h) “Full Time” means no less than an average of thirty-five (35) hours per week; provided, however, that if the Employee is employed by a Company located outside of the United States in which the legal definition of full-time employment is less than thirty-five (35) hours per week, “Full Time” means the number of hours required by law in that country.

3

EXHIBIT 10.2

i) “Grant Date” means the Grant Date set forth in the Grant Notice.

j) “Group” means (i) if the Company operates within an Omnicom network, all of the companies, group of companies and divisions operating under a global or national brand of such Omnicom network, and (ii) if the Company operates as part of a division or separate company independent of an Omnicom network, all companies and divisions operating under such independent brand.

k) “Omnicom” means Omnicom Group Inc., a New York corporation.

l) “Pitch” means a new business presentation or similar offering of services; provided, however, a general mailing or an incidental contact shall not be deemed a Pitch.

m) “Qualified Employee” means an employee of either Omnicom or an Omnicom Affiliate scheduled to work Full Time on a recurring and consistent weekly or monthly basis with no defined or expected end date for his or her employment. For the avoidance of doubt, an employee who is on a leave of absence approved by Omnicom or the Company shall continue to be deemed a Qualified Employee during such leave.

n) “Restricted Client” means any person, firm, corporation or other form of entity to whom any member of the Group (i) rendered services at any time during the one-year period prior to the Termination Date, or (ii) had made a Pitch at any time during the one-year period immediately preceding, or the six months immediately following, the Termination Date.

o) “Share” means a share of Stock.

p) “Termination Date” means the date on which the Termination of Employment occurs.

q) “Termination of Employment” means the time when the Employee is no longer employed by any Omnicom Affiliate for any reason whatsoever, as determined by Omnicom or an Omnicom Affiliate.

5. Nontransferability. No right or interest of the Employee in the RSUs not yet vested may be pledged, encumbered, or hypothecated to or in favor of any party other than Omnicom or an Omnicom Affiliate, or shall be subject to any lien, obligation, or liability of the Employee to any other party other than Omnicom or an Omnicom Affiliate. No RSU not yet vested shall be assigned, transferred, or otherwise disposed of by the Employee other than by will or the laws of descent and distribution or pursuant to beneficiary designation procedures approved from time to time by the Committee. Notwithstanding the foregoing, to the extent and under such terms and conditions as determined by the Committee, the Employee may assign or transfer the RSUs not yet vested (each transferee thereof, a “Permitted Assignee”) (i) to the Employee’s spouse, children or grandchildren (including any adopted and step children or grandchildren), parents, grandparents or siblings, (ii) to a trust for the benefit of the Employee and/or one or more of the persons referred to in clause (i), (iii) to a partnership, limited liability company or corporation in which the Employee or the persons referred to in clause (i) are the only partners, members or shareholders or (iv) for charitable donations; provided, however, that such Permitted Assignee shall be bound by and subject to all of the terms and conditions of the Plan and this Agreement relating to the transferred RSUs and shall execute an agreement satisfactory to Omnicom evidencing such obligations; and provided further that the Employee shall remain bound by the terms and conditions of the Plan.

6. Non-Solicitation/Non-Servicing and Protection of Confidential Information Agreement.

a) In consideration for and in order to be eligible to receive the voluntary grant of the RSUs provided in this Agreement, except on behalf of a member of the Group, the Employee will not, as an individual, employee, consultant, independent contractor, partner, shareholder, member or in association with any other person, firm, corporation or other form of entity, directly or indirectly, and regardless of the Employee continuing to be employed by a member of the Group or the reason for the Employee ceasing to be so employed by any member of the Group:

(i) during the Employment Period, directly or indirectly, solicit business on behalf of, render any services to, engage in, or have any ownership interests or other affiliation in, any business or other endeavor, which is engaged in the business of the same nature as or

4

EXHIBIT 10.2

competitive with any member of the Group; provided, however, that nothing contained in this clause (i) shall be deemed to prevent the undersigned from owning less than ¼ of 1% of the shares of any publicly held corporation engaged in any such business;

(ii) if either (A) any RSUs have vested under this Agreement, or (B) a voluntary Termination of Employment occurs, then for a one-year period following the Termination Date, solicit, render services to or for, or accept from, any Restricted Client, any business of the type performed by any member of the Group for such Restricted Client or persuade or attempt in any manner to persuade any Restricted Client to cease to do business or to reduce the amount of business which any such Restricted Client has customarily done or is reasonably expected to do with members of the Group; provided, however, that solely with respect to this Section 6(a)(ii), the definition of Restricted Client shall be limited to the particular product, brand or service of such Restricted Client in respect of which at any time during the one-year period prior to the Termination Date, the Employee (A) had a servicing relationship, supervisory responsibility or other involvement, or (B) participated in, supervised or had any responsibility or other involvement in a Pitch; and

(iii) if either (A) any RSUs have vested under this Agreement, or (B) a voluntary Termination of Employment occurs, then for a one-year period following the Termination Date, employ as an employee or retain as a consultant any person, firm, corporation or other form of entity who is then or at any time during the one-year period prior to the Termination Date was, an employee of or exclusive consultant to a member of the Group, or persuade or attempt to persuade any employee of or exclusive consultant to a member of the Group to leave the employ of such member of the Group or to become employed as an employee or retained as a consultant by any other person, firm, corporation or other form of entity; provided, however, a solicitation pursuant to general recruitment advertising that is not directed at the employees or exclusive consultants of any member of the Group shall not be deemed to be a breach of this provision.

b) As a professional in a highly service-oriented and creative business, the Employee understands and agrees that his/her position with the Company requires and will continue to require services which are of a special character and which places him/her in a position of confidence and trust with the Clients and employees of members of the Group. The Employee further acknowledges that his/her services to the Clients necessarily require that the Employee have access to Confidential Information (as defined below) of members of the Group and their respective Clients and that, in the course of his/her employment with or rendering of services to the Company, the Employee will develop personal relationships with the Clients and knowledge of those Clients’ affairs and requirements. Accordingly, the Employee acknowledges that the type and periods of restrictions imposed in this Agreement are fair and reasonable and are reasonably required in order to protect and maintain the proprietary interests of the members of the Group, other legitimate business interests of members of the Group, and the goodwill associated with the members of the Group. The Employee further understands and agrees that the Restricted Clients may be serviced from any location and accordingly it is reasonable that the covenants set forth herein are not limited by narrow geographic area but generally by the location of such Restricted Clients. In the event that any covenant contained in this Agreement shall be determined by any court or other tribunal of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, (i) such covenant shall be interpreted to extend only over the maximum period of time for which it may be enforceable and/or over the maximum geographical area as to which it may be enforceable and/or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court or other tribunal making such determination, and (ii) in its reduced form, such covenant shall then be enforceable, but such reduced form of covenant shall only apply with respect to the operation of such covenant in the particular jurisdiction in or for which such adjudication is made.

c) The Employee hereby acknowledges and agrees that for so long as the Employee has been employed by the Company (which term, as used in this Section 6(c) and Section 6(d) shall be deemed to include any Affiliate of the Company), the Employee has acquired and shall continue to acquire and have access to confidential or proprietary information about the Company and/or its Clients, including but not limited to, trade secrets, methods, models, passwords, access to computer files, financial information and records, computer software programs, agreements and/or contracts between the Company and its Clients, Client contacts, creative policies and ideas, advertising campaigns, public relations campaigns, creative and media materials, graphic design, budgets, practices, concepts, strategies, methods of operation, financial or business projections of the Company, and information about or received from its

5

EXHIBIT 10.2

Clients (collectively, “Confidential Information”). Accordingly, in consideration for and in order to be eligible to receive the voluntary grant of the RSUs provided in this Agreement, for so long as the Employee is employed by a member of the Group and thereafter, the Employee will retain in strictest confidence all Confidential Information and shall not disclose any such Confidential Information to anyone outside the members of the Group and Omnicom, except in the course of the Employee’s duties for the Company or with Omnicom’s express written consent. The Employee hereby acknowledges that he/she is aware that such Confidential Information is not readily available to the public, and agrees that he/she will not at any time utilize such Confidential Information for his/her own benefit or for the benefit of third parties.

d) The Employee hereby acknowledges and agrees that all materials created or modified by the Employee for so long as the Employee is employed by the Company, including, without limitation, all works of authorship, inventions, processes, ideas, methods, concepts and other tangible and intangible materials (collectively, “Work Product”), shall be “work for hire” and that the Company and/or Omnicom shall be the exclusive owner of the Work Product and all intellectual property rights associated with the Work Product, including all trademarks, patents or copyrights contained therein. To the extent any Work Product does not qualify as “work for hire”, the Employee hereby assigns ownership of all such Work Product to the Company and/or Omnicom and agrees to take all reasonable measures, at the Company’s expense, to perfect such rights in the Company and/or Omnicom. The Employee hereby appoints the Company and/or Omnicom as his/her attorney-in-fact with the limited power to execute assignments of such Work Product. If the Employee is an employee in the State of California, the parties hereto agree and acknowledge that the terms of this paragraph shall be subject to the terms of Section 2870 of the California Labor Code, a copy of which is annexed to this Agreement. The Employee hereby agrees to advise the Company and/or Omnicom promptly in writing of any inventions that he/she believes meet the criteria set forth in Section 2870.

e) Each of the covenants and agreements contained in this Section 6 (collectively, the “Protective Covenants”) is separate, distinct and severable. All rights, remedies and benefits expressly provided for in this Section 6 are cumulative and are not exclusive of any rights, remedies or benefits provided for by law, in this Section 6 or otherwise, and the exercise of any remedy by a party hereto shall not be deemed an election to the exclusion of any other remedy (any such claim by the other party being hereby waived). The provisions of this Section 6 are not in lieu of, but are in addition to the continuing obligations of the Employee (which the Employee hereby acknowledges) to not use or disclose Confidential Information known to the Employee until any particular piece of Confidential Information becomes generally known to the public (through no action of the Employee), whereupon the restriction on use and disclosure shall cease as to that particular item. The existence of any claim, demand, action or cause of action that the Employee may have against Omnicom or any of its Affiliates, whether predicated pursuant to this Section 6 or otherwise, shall not constitute a defense to the enforcement of the provisions of this Section 6 or any other provision or provisions of this Agreement.

The covenants contained in this Section 6 for the benefit of Omnicom and the members of the Group, shall survive any termination of this Agreement and may be waived in whole or in part by Omnicom without the consent of any other person, firm, corporation or other form of entity. The temporal duration of the Protective Covenants shall not expire, and shall be tolled, during any period in which the Employee is in violation of any of such Protective Covenants, and all such Protective Covenants shall automatically be extended by the period of such violation. The Employee further acknowledges that he/she is a highly regarded employee who considered the terms and conditions upon which he/she is electing to be granted the RSUs and that he/she has been advised and has had the opportunity to obtain counsel of his/her choice in connection with reviewing and executing this Agreement.

f) By acceptance of the grant of RSUs, the Employee agrees that if the Employee were, without authority, to use or disclose Confidential Information, or otherwise breach any of the Protective Covenants, or threaten to do so, in addition to all other available remedies (including without limitation seeking such damages as it can show it has sustained by reason of such breach), (i) Omnicom and/or any member of the Group shall be entitled to specific performance and injunctive and other appropriate relief (without being required to post bond or other security and without having to prove the inadequacy of the available remedies at law) to prevent the Employee from doing so, and/or (ii) Omnicom (by action of the Chairman, Chief Executive Officer, President, Chief Financial Officer or General Counsel of Omnicom) may cause any or all of the following actions to occur: (x) the RSUs granted hereunder shall become void, shall be forfeited and shall terminate effective the date on which the Employee entered into such activity, (y) any vested Shares acquired by the Employee pursuant to the grant hereunder shall be forfeited and returned to Omnicom, and (z) any gain realized by the Employee from the sale or transfer of Shares acquired through the grant hereunder, shall be

6

EXHIBIT 10.2

returned by the Employee to Omnicom. The Employee acknowledges that the harm caused to Omnicom and/or members of the Group by the breach or anticipated breach of this Agreement is by its nature irreparable because, among other things, it is not readily susceptible of proof as to the monetary harm that would ensue. The Employee consents that any interim or final equitable relief entered by a court of competent jurisdiction shall, at the request of Omnicom and/or a member of the Group be entered on consent and enforced by any court having jurisdiction over the Employee, without prejudice to any rights either party may have to appeal from the proceedings that resulted in any grant of such relief.

g) During the Employment Period and the one-year period after the Termination Date, prior to accepting employment with any subsequent employer, the Employee shall notify any prospective employer in writing of his/her obligations under this Agreement. In addition, immediately after accepting employment with a subsequent employer, the Employee shall provide Omnicom with a copy of the notice that was sent by him/her to such subsequent employer.

h) The Employee acknowledges and agrees that if Employee has received an equity award (including any restricted stock, restricted stock unit or stock option award) from Omnicom during or after 2005 pursuant to the Plan or any other current or former equity plan of Omnicom, the Employee has previously agreed to restrictions similar to those set forth in this Section 6 (the “Prior Restrictions”) and such Prior Restrictions shall remain in full force and effect and shall be in addition to the Employee’s obligations under this Section 6.

i) Nothing in this Agreement shall prohibit the Employee from (A) disclosing information and documents when required by law, subpoena or court order (subject to the requirements of the foregoing sentence), (B) disclosing information and documents to the Employee’s attorney or tax adviser for the purpose of securing legal or tax advice, (C) reporting possible violations of federal law or regulation to any United States governmental agency or entity in accordance with the provisions of and rules promulgated under Section 21F of the Securities Exchange Act of 1934 or Section 806 of the Sarbanes-Oxley Act of 2002, or any other whistleblower protection provisions of provincial, state or federal law or regulation (including the right to receive an award for information provided to any such government agencies), (D) disclosing the Employee’s post-employment restrictions in this Agreement in confidence to any potential new employer or (E) retaining, at any time, the Employee’s personal correspondence, the Employee’s personal contacts and documents related to the Employee’s own personal benefits, entitlements and obligations. Furthermore, in accordance with 18 U.S.C. § 1833, Omnicom hereby notifies the Employee that, notwithstanding anything to the contrary herein: (I) the Employee shall not be in breach of this Agreement, and shall not be held criminally or civilly liable under any federal or state trade secret law (1) for the disclosure of a trade secret that is made in confidence to a federal, state, or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (2) for the disclosure of a trade secret that is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal and (II) if the Employee files a lawsuit for retaliation by the Company and/or Omnicom for reporting a suspected violation of law, the Employee may disclose the trade secret to the Employee’s attorney, and may use the trade secret information in the court proceeding, if the Employee files any document containing the trade secret under seal, and does not disclose the trade secret, except pursuant to court order.

7. Investment Representation and Compliance With Applicable Law. The Employee hereby represents and covenants that (a) the RSUs and the related Stock will be acquired for investment and not with a view to the distribution thereof within the meaning of the Securities Act, unless such acquisition has been registered under the Securities Act and any applicable state securities law; and (b) any subsequent sale of any such RSUs or the related Stock unless their acquisition had been so registered, shall be made either pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or pursuant to an exemption from registration under the Securities Act and such state securities laws.

8. No Understandings as to Employment. Nothing in the Plan, the grant of the RSUs or in this Agreement shall constitute or be evidence of any understanding, express or implied, on the part of the Company, Omnicom or any Omnicom Affiliate to employ the Employee for any period or shall interfere with or restrict in any way the rights of the Company, Omnicom and the Omnicom Affiliates to discharge the Employee at any time for any reason whatsoever, with or without cause.

7

EXHIBIT 10.2

9. Plan Incorporated. The Employee accepts the RSUs herein subject to all of the provisions of the Plan, which are incorporated into this Agreement by reference, including the provisions that authorize the Committee to administer and interpret the Plan and which provide that the Committee’s decisions, determinations and interpretations with respect to the Plan are final and conclusive on all persons affected hereby. Except with respect to definitions used in this Agreement, in the event of a conflict between the provisions of this Agreement and the provisions of the Plan, the provisions of the Plan shall govern. Terms not otherwise defined in this Agreement shall have the meanings ascribed in the Plan.

10. Amendment. The award of RSUs and this Agreement may be wholly or partially amended or otherwise modified, suspended or terminated at any time or from time to time by the Board or the Committee, provided that, except as provided by Article 10 of the Plan, neither the amendment, modification, suspension nor termination of this Agreement shall, without the consent of the Employee, adversely alter or impair any rights or obligations of the Employee under this Agreement with respect to the award of RSUs in any material way.

11. Assignment. The parties hereto agree that Omnicom shall have the right to assign this Agreement, and accordingly, this Agreement shall inure to the benefit of, and may be enforced by, any and all successors and assigns of Omnicom, including, without limitation, by asset assignment, stock sale, merger, consolidation or other corporate reorganization. Subject to Section 5, the Employee agrees that his/her obligations under this Agreement are personal to him/her, and the Employee shall not have the right to assign or otherwise transfer his/her obligations hereunder. Any purported assignment or transfer by the Employee shall be void and ineffective.

12. Governing Law. The interpretation and construction of this Agreement, and all matters relating hereto (including, without limitation, the validity or enforcement of this Agreement), shall be governed by the laws of New York without regard to any conflicts or choice of laws provisions of the State of New York that would result in the application of the law of any other jurisdiction.

13. Notice. Any notice to be given to Omnicom under the terms of this Agreement shall be addressed to the Office of the General Counsel of Omnicom at 437 Madison Avenue, New York, New York 10022, and any notice to be given to the Employee shall be addressed to the Employee at the address set forth beneath his or her signature hereto, or at such other address for a party as such party may hereafter designate in writing to the other. Any such notice shall be deemed to have been duly given if mailed, postage prepaid, addressed as aforesaid.

14. Headings. All section titles and captions in this Agreement are for convenience only, shall not be deemed part of this Agreement, and in no way shall define, limit, extend or describe the scope or intent of any provisions of this Agreement.

15. Further Assurances. The parties shall execute all documents, provide all information, and take or refrain from taking all actions as may be reasonably necessary or appropriate to achieve the purposes of this Agreement. The Employee acknowledges that any sale of Stock issued from the RSUs following the date of vesting shall be further evidence of Employee’s acceptance of the terms of this Agreement, including Section 6 of this Agreement.

16. Entire Agreement. This Agreement, including the Grant Notice and this Restricted Stock Unit Agreement attached as Exhibit A to the Grant Notice, subject to the terms and conditions of the Plan, constitute the entire agreement among the parties hereto pertaining to the subject matter hereof and supersede all prior agreements and understandings pertaining thereto. Notwithstanding the foregoing, any other confidentiality agreement, non-solicitation/non-servicing agreement or any other type of restrictive covenant agreement that the Employee has entered into prior to the date hereof or may enter into after the date hereof with Omnicom or one of its Affiliates shall remain in full force and effect. No oral understandings, oral statements, oral promises or oral inducements between the parties hereto relating to this Agreement exist. No representations, warranties, covenants or conditions, express or implied, whether by statute or otherwise, other than as set forth in this Agreement, have been made by the parties hereto.

17. Remedies. No failure by any party to insist upon the strict performance of any covenant, duty, agreement or condition of this Agreement or to exercise any right or remedy consequent upon a breach thereof shall constitute waiver of any such breach or any other covenant, duty, agreement or condition.

8

EXHIBIT 10.2

18. Acceptance; Counterparts. The Employee acknowledges and agrees that the Employee’s acceptance of the terms of this Agreement through electronic means shall have the same force and effect as an acceptance made in writing. This Agreement may be executed in two or more counterparts, or by facsimile transmission, each of which shall be deemed to be an original and all of which taken together shall constitute one and the same instrument.

19. Waiver. By signing and returning this Agreement, the Employee agrees that the Employee’s rights in respect of the RSUs (including upon Termination of Employment) shall be defined solely by the Plan and the provisions of this Agreement. Accordingly, the Employee waives all other claims he/she may have against Omnicom or any of its Affiliates, and their respective officers, directors, agents and employees for any losses or damages arising out of the forfeiture of any RSUs as a result of such Termination of Employment, or otherwise in relation to the Plan with respect to such RSUs.

20. Third Party Beneficiaries. Nothing in this Agreement is intended to confer upon any other person except the Employee, Omnicom and the Affiliates of Omnicom any rights or remedies hereunder or shall create any third party beneficiary rights in any person (other than Affiliates of Omnicom).

21. No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of law or contract interpretation that provides that in the case of ambiguity or uncertainty a provision should be construed against the draftsman will be applied against any party hereto. The provisions of this Agreement shall be construed according to their fair meaning and neither for nor against any party hereto irrespective of which party caused such provisions to be drafted.

22. Committee Authority. The Committee shall have the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret or revoke any such rules. All actions taken and all interpretations and determinations made by the Committee in good faith shall be final and binding upon the Employee, Omnicom and all other interested persons. No member of the Committee shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or this Agreement.

23. Agreement Severable. In the event that any provision in this Agreement is held invalid or unenforceable, such provision shall be severable from, and such invalidity or unenforceability shall not be construed to have any effect on, the remaining provisions of this Agreement.

24. Employee Data Privacy.

a) The Employee hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of the Employee’s personal data as described in this document by Omnicom and/or the Company for the exclusive purpose of implementing, administering and managing the Employee’s participation in the Plan.

b) The Employee understands that Omnicom and/or the Company hold certain personal information, including, but not limited to, name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any Shares or directorships held in the Company or any of its Affiliates, details of all entitlement to RSUs and Shares awarded, canceled, exercised, vested, unvested or outstanding in the Employee’s favor (“Data”), for the purpose of implementing, administering and managing the Plan.

c) The Employee understands that Data may be transferred to any third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in the Employee’s country or elsewhere, and that the recipient’s country may have different data privacy laws and protections than the Employee’s country. The Employee understands that the Employee may request a list with the names and addresses of any potential recipients of the Data by contacting the Employee’s local human resources representative.

d) The Employee authorizes the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing the Employee’s participation in the Plan,

9

EXHIBIT 10.2

including any requisite transfer of such Data as may be required to a broker or other third party. The Employee understands that Data shall be held only as long as is necessary to implement, administer and manage the Employee’s participation in the Plan. The Employee understands that the Employee may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Employee’s local human resources representative. The Employee understands, however, that refusing or withdrawing consent may affect the Employee’s ability to participate in the Plan. For more information on the consequences of the refusal to consent or withdrawal of consent, the Employee understands that the Employee may contact the Employee’s local human resources representative.

10

EXHIBIT 10.2

Annex I to Restricted Stock Unit Agreement

California Labor Code Section 2870

Employment agreements; assignment of rights

(a)    Any provision in an employment agreement which provides that an employee shall assign, or offer to assign, any of his rights in an invention to his employer shall not apply to an invention that the employee developed entirely on his own time without using the employer’s equipment, supplies, facilities, or trade secret information except for those inventions that either:

(i)    relate at the time of conception or reduction to practice of the invention to the employer’s business, or actual or demonstrably anticipated research or development of the employer; or

(ii)    result from any work performed by the employee for the employer.

(b)    To the extent a provision in an employment agreement purports to require an employee to assign an invention otherwise excluded from being required to be assigned under subdivision (a), the provision is against the public policy of this state and is unenforceable.

11

EX-10.3

EXHIBIT 10.3

OMNICOM GROUP INC.

2021 INCENTIVE AWARD PLAN OPTION AGREEMENT

GRANT NOTICE

Unless otherwise defined herein, capitalized terms used in this Grant Notice (the “Grant Notice”) and the Option Agreement attached as Exhibit A to this Grant Notice (collectively, the “Agreement”) have the meanings given in the Omnicom Group Inc. 2021 Incentive Award Plan (as amended, restated and/or otherwise modified from time to time, the “Plan”).

You have been granted an award of an Option to purchase Shares, subject to the terms and conditions of the Plan and this Agreement.

Employee:    Name

Grant Date:    Grant Date

Number of Shares

subject to Option:    Shares Granted

Exercise Price Per

Share:    Grant Price

Vesting Schedule:    The Option will not be exercisable after [] (the “Expiration

Date”). Subject to the Employee remaining a Qualified Employee

through the Vesting Date and subject to the terms of the Agreement and the Plan, 100% of the Option shall become vested and exercisable on [] (the “Vesting Date”).

Your signature below, which may be accomplished through electronic means approved by Omnicom, indicates your agreement and understanding that the Options are subject to all of the terms and conditions contained in this Agreement, including the Grant Notice, the Option Agreement attached as Exhibit A to this Grant Notice, the Plan and the restrictive covenants set forth in Section 6 of Exhibit A. ACCORDINGLY, PLEASE BE SURE TO READ ALL OF EXHIBIT A, WHICH CONTAINS THE SPECIFIC TERMS AND CONDITIONS OF THE OPTION.

EMPLOYEE:	OMNICOM GROUP INC.
HOLDER:
	By:
Print Name:    Name	Name:	Michael J. O’Brien
	Title:	Executive Vice President, General Counsel and Secretary

1

EXHIBIT 10.3

EXHIBIT A OMNICOM GROUP INC.

2021 INCENTIVE AWARD PLAN OPTION AGREEMENT

1.Grant. Effective as of the Grant Date Omnicom hereby grants to the Employee, and the Employee hereby accepts, an award of an Option to purchase that number of Shares and at the price per Share (the “Option Price”) set forth in the Grant Notice, subject to the terms of the Plan and this Agreement. The Option is a Non-Qualified Stock Option and is not an Incentive Stock Option. Shares acquired upon exercise of the Option (in whole or in part) are referred to herein as the “Option Shares.”

2.Rights as a Shareholder. The Employee shall have no rights as a shareholder with respect to an Option or any Option Shares unless and until Shares evidencing such Option Shares have been transferred into the Employee’s brokerage account or participant trust (the “Employee’s Brokerage Account”) maintained with the administrator of the Plan (“Omnicom’s Agent”) or, at Omnicom’s sole discretion, stock certificate(s) evidencing such Option Shares have been issued to the Employee. Except as the Committee may determine, no adjustments shall be made for dividends or other distributions for which the record date is prior to the date of transfer of Shares evidencing Option Shares into the Employee’s Brokerage Account or the date of issuance of such stock certificate(s) to the Employee, as applicable.

3.Vesting and Forfeiture; Manner of Exercise.

a)The Option shall not be exercisable after the Expiration Date. The Employee shall vest in the Option and the Option shall become exercisable in accordance with the vesting schedule set forth in the Grant Notice; subject to paragraph (b) below. The Employee shall not have the right to exercise the Option until the date the Option becomes vested and exercisable.

b)Subject to Article 10 of the Plan, in the event of a Disqualification, to the extent not exercised prior thereto, the Option shall automatically be cancelled and shall be of no further force or effect, except that:

(i)In the event of a Disqualification prior to the Vesting Date by reason of the death of the Employee, the Option shall immediately become vested and exercisable in full on the Disqualification Date and shall remain exercisable until the Expiration Date;

(ii)In the event of a Disqualification prior to the Vesting Date by reason of the Disability of the Employee, a portion of the Option shall immediately become vested and exercisable on the Disqualification Date and shall remain exercisable until the Expiration Date, such portion (rounded up to the nearest full Option Share) to be equal to (x) the total number of Option Shares for which the Option would become exercisable on the Vesting Date multiplied by (y) a fraction, (A) the numerator of which shall be the number of full calendar months between the Grant Date and the Disqualification Date and (B) the denominator of which shall be the number of full calendar months between the Grant Date and the Vesting Date; and

(iii)In the event of a Disqualification after the first anniversary of the Grant Date by reason of the Retirement of the Employee, the Option shall immediately become exercisable in full but may only be exercised during the 36-month period immediately following such date of Disqualification or, if sooner, the Expiration Date.

2

EXHIBIT 10.3

c)The Employee acknowledges that upon a Change in Control prior to the Vesting Date, Article 10 of the Plan shall govern.

d)The exercise of the Option shall be governed by the terms of this Agreement and the terms of the Plan, including, without limitation, the provisions of Article 5 of the Plan.

e)Any exercisable portion of the Option may be exercised in whole or in part at any time prior to the time when the Option or portion thereof becomes unexercisable.

f)The Option may be exercised, in whole or in part, by contacting Omnicom’s Agent either online or by telephone and giving notice (the “Notice”) of the manner by which the Employee desires to exercise the Option. The date that the Notice is given to Omnicom’s Agent (or the date that the Omnicom Notice is given to Omnicom, as provided in paragraph (g) below) shall be the “Date of Exercise” of such Option. The Employee is responsible for (i) the full payment of the Option Price with respect to the portion of the Option being exercised and (ii) the full payment of any amounts required to be withheld pursuant to applicable federal state and local income tax laws in connection with such exercise (the “Withholding Amounts”). To the extent permitted by law or the applicable listing rules, if any, the Employee may elect in the Notice to pay the Option Price and the Withholding Amounts: (i) in cash, (ii) unless otherwise determined by the Committee and subject to such terms and conditions as Omnicom’s Agent may impose, by delivering Shares, duly endorsed for transfer to Omnicom, having a Fair Market Value on the Date of Exercise equal to that portion of the Option Price and Withholding Amounts being paid by delivery of such Shares, (iii) through a combination of cash and Shares as so valued, or (iv) by a cashless exercise by authorizing Omnicom’s Agent to sell Option Shares and remit to Omnicom a sufficient portion of the sale proceeds to pay the Option Price and Withholding Amounts.

g)Notwithstanding the foregoing, in the event that there is no Omnicom Agent, the Option may be exercised, in whole or in part, by the delivery to Omnicom of written notice of such exercise (the “Omnicom Notice”) accompanied by (i) full payment of the Option Price with respect to that portion of the Option being exercised, and (ii) full payment of any Withholding Amounts. To the extent permitted by law or the applicable listing rules, if any, the Employee may elect in the Omnicom Notice to pay the Option Price and the Withholding Amounts: (i) in cash, or (ii) with the consent of the Committee and subject to such terms and conditions as Omnicom may impose, by delivering to Omnicom Shares, duly endorsed for transfer to Omnicom, having a Fair Market Value on the Date of Exercise equal to that portion of the Option Price and Withholding Amounts being paid by delivery of such Shares.

4.Definitions. For purposes of this Agreement, the terms set forth below shall have the following meanings:

a)“Affiliate” of Omnicom or the Company, as the case may be, means any person, firm, corporation or other form of entity that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with Omnicom or the Company, as the case may be as determined by Omnicom.

b)“Client” means any person, firm, corporation or other form of entity to whom any member of the Group (i) rendered services at any time during the Employment Period or (ii) had made a Pitch at any time during the Employment Period, or the six months immediately following, the Termination Date.

3

EXHIBIT 10.3

c)“Company” means the Omnicom Affiliate by whom the Employee is employed as of the date of this Agreement and each other Omnicom Affiliate by whom the Employee is employed at any time during the Employment Period notwithstanding anything in the Plan to the contrary.

d)“Disqualification” means the time when the Employee is no longer a Qualified Employee for any reason whatsoever, as determined by Omnicom.

e)“Disqualification Date” means the date on which the Disqualification occurs.

f)“Employee” means the Employee set forth in the Grant Notice.

g)“Employment Period” means the period that the Employee is employed by any member of the Group.

h)“Full Time” means no less than an average of thirty-five (35) hours per week; provided,

however, that if the Employee is employed by a Company located outside of the United States in which the legal definition of full-time employment is less than thirty-five (35) hours per week, “Full Time” means the number of hours required by law in that country.

i)“Grant Date” means the Grant Date set forth in the Grant Notice.

j)“Group” means (i) if the Company operates within an Omnicom network, all of the companies, group of companies and divisions operating under a global or national brand of such Omnicom network, and (ii) if the Company operates as part of a division or separate company independent of an Omnicom network, all companies and divisions operating under such independent brand.

k)“Omnicom” means Omnicom Group Inc., a New York corporation.

l)“Pitch” means a new business presentation or similar offering of services; provided, however, a general mailing or an incidental contact shall not be deemed a Pitch.

m)“Qualified Employee” means an employee of either Omnicom or an Omnicom Affiliate scheduled to work Full Time on a recurring and consistent weekly or monthly basis with no defined or expected end date for his or her employment. For the avoidance of doubt, an employee who is on a leave of absence approved by Omnicom or the Company shall continue to be deemed a Qualified Employee during such leave.

n)“Restricted Client” means any person, firm, corporation or other form of entity to whom any member of the Group (i) rendered services at any time during the one-year period prior to the Termination Date, or (ii) had made a Pitch at any time during the one-year period immediately preceding, or the six months immediately following, the Termination Date.

o)“Retirement” means a Termination of Employment by reason of an Employee’s retirement, other than by reason of Disability, at a time when the Employee’s aggregate years of service with Omnicom, any predecessor to Omnicom, or any Omnicom Affiliate plus his or her chronological age equals eighty (80) or more.

p)“Share” means a share of Stock.

q)“Termination Date” means the date on which the Termination of Employment occurs.

4

EXHIBIT 10.3

r)“Termination of Employment” means the time when the Employee is no longer employed by any Omnicom Affiliate for any reason whatsoever, as determined by Omnicom or an Omnicom Affiliate.

5.Nontransferability. No right or interest of the Employee in the Option may be pledged, encumbered, or hypothecated to or in favor of any party other than Omnicom or an Omnicom Affiliate, or shall be subject to any lien, obligation, or liability of the Employee to any other party other than Omnicom or an Omnicom Affiliate. The Option shall not be assigned, transferred, or otherwise disposed of by the Employee other than by will or the laws of descent and distribution or pursuant to beneficiary designation procedures approved from time to time by the Committee. Notwithstanding the foregoing, to the extent and under such terms and conditions as determined by the Committee, the Employee may assign or transfer the Option (each transferee thereof, a “Permitted Assignee”) (i) to the Employee’s spouse, children or grandchildren (including any adopted and step children or grandchildren), parents, grandparents or siblings, (ii) to a trust for the benefit of the Employee and/or one or more of the persons referred to in clause (i), (iii) to a partnership, limited liability company or corporation in which the Employee or the persons referred to in clause (i) are the only partners, members or shareholders or (iv) for charitable donations; provided, however, that such Permitted Assignee shall be bound by and subject to all of the terms and conditions of the Plan and this Agreement relating to the transferred Option and shall execute an agreement satisfactory to Omnicom evidencing such obligations; and provided further that the Employee shall remain bound by the terms and conditions of the Plan.

6.Non-Solicitation/Non-Servicing and Protection of Confidential Information

Agreement.

a)In consideration for and in order to be eligible to receive the voluntary grant of the

Option provided in this Agreement, the receipt of Confidential Information and other good and valuable consideration, except on behalf of a member of the Group, the Employee will not, as an individual, employee, consultant, independent contractor, partner, shareholder, member or in association with any other person, firm, corporation or other form of entity, directly or indirectly, and regardless of the Employee continuing to be employed by a member of the Group or the reason for the Employee ceasing to be so employed by any member of the Group:

(i)during the Employment Period, directly or indirectly, solicit business on behalf of, render any services to, engage in, or have any ownership interests or other affiliation in, any business or other endeavor, which is engaged in the business of the same nature as or competitive with any member of the Group; provided, however, that nothing contained in this clause (i) shall be deemed to prevent the undersigned from owning less than ¼ of 1% of the shares of any publicly held corporation engaged in any such business;

(ii)if either (A) any portion of the Option has vested under this Agreement or (B) a voluntary Termination of Employment occurs, then for a one-year period following the Termination Date, solicit, render services to or for, or accept from, any Restricted Client, any business of the type performed by any member of the Group for such Restricted Client or persuade or attempt in any manner to persuade any Restricted Client to cease to do business or to reduce the amount of business which any such Restricted Client has customarily done or is reasonably expected to do with members of the Group; provided, however, that solely with respect to this Section 6(a)(ii), the definition of Restricted Client shall be limited to the particular product, brand or service of such Restricted Client in respect of which at any time during the one-year period prior to the Termination Date, the Employee (A) had a servicing relationship, supervisory responsibility or other involvement, or (B) participated in, supervised or had any responsibility or other involvement in a Pitch; and

5

EXHIBIT 10.3

(iii)if either (A) any portion of the Option has vested under this Agreement or (B) a voluntary Termination of Employment occurs, then for a one-year period following the Termination Date, employ as an employee or retain as a consultant any person, firm, corporation or other form of entity who is then or at any time during the one-year period prior to the Termination Date was, an employee of or

exclusive consultant to a member of the Group, or persuade or attempt to persuade any employee of or exclusive consultant to a member of the Group to leave the employ of such member of the Group or to become employed as an employee or retained as a consultant by any other person, firm, corporation or other form of entity; provided, however, a solicitation pursuant to general recruitment advertising that is not directed at the employees or exclusive consultants of any member of the Group shall not be deemed to be a breach of this provision.

b)As a professional in a highly service-oriented and creative business, the Employee understands and agrees that his/her position with the Company requires and will continue to require services which are of a special character and which places him/her in a position of confidence and trust with the Clients and employees of members of the Group. The Employee further acknowledges that his/her services to the Clients necessarily require that the Employee have access to Confidential Information (as defined below) of members of the Group and their respective Clients and that, in the course of his/her employment with or rendering of services to the Company, the Employee will develop personal relationships with the Clients and knowledge of those Clients’ affairs and requirements. Accordingly, the Employee acknowledges that the type and periods of restrictions imposed in this Agreement are fair and reasonable and are reasonably required in order to protect and maintain the proprietary interests of the members of the Group, other legitimate business interests of members of the Group, and the goodwill associated with the members of the Group. The Employee further understands and agrees that the Restricted Clients may be serviced from any location and accordingly it is reasonable that the covenants set forth herein are not limited by narrow geographic area but generally by the location of such Restricted Clients. In the event that any covenant contained in this Agreement shall be determined by any court or other tribunal of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, (i) such covenant shall be interpreted to extend only over the maximum period of time for which it may be enforceable and/or over the maximum geographical area as to which it may be enforceable and/or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court or other tribunal making such determination, and (ii) in its reduced form, such covenant shall then be enforceable, but such reduced form of covenant shall only apply with respect to the operation of such covenant in the particular jurisdiction in or for which such adjudication is made.

c)The Employee hereby acknowledges and agrees that for so long as the Employee has been employed by the Company (which term, as used in this Section 6(c) and Section 6(d) shall be deemed to include any Affiliate of the Company), the Employee has acquired and will continue to acquire and have access to confidential or proprietary information about the Company and/or its Clients, including but not limited to, trade secrets, methods, models, passwords, access to computer files, financial information and records, computer software programs, agreements and/or contracts between the Company and its Clients, Client contacts, creative policies and ideas, advertising campaigns, public relations campaigns, creative and media materials, graphic design, budgets, practices, concepts, strategies, methods of operation, financial or business projections of the Company, and information about or received from its Clients (collectively, “Confidential Information”). Accordingly, in consideration for and in order to be eligible to receive the voluntary grant of the Option provided in this Agreement, for so long as the Employee is employed by a member of the Group and thereafter, the Employee will retain in strictest confidence all Confidential Information and shall not disclose any such Confidential Information to anyone outside the members of the Group and Omnicom, except in the

6

EXHIBIT 10.3

course of the Employee’s duties for the Company or with Omnicom’s express written consent. The Employee hereby acknowledges that he/she is aware that such Confidential Information is not readily available to the public, and agrees that he/she will not at any time utilize such Confidential Information for his/her own benefit or for the benefit of third parties.

d)The Employee hereby acknowledges and agrees that all materials created or modified by the Employee for so long as the Employee is employed by the Company, including, without limitation, all works of authorship, inventions, processes, ideas, methods, concepts and other tangible and intangible materials (collectively, “Work Product”), shall be “work for hire” and that the Company and/or Omnicom shall be the exclusive owner of the Work Product and all intellectual property rights associated with the Work Product, including all trademarks, patents or copyrights contained therein. To the extent any Work Product does not qualify as “work for hire”, the Employee hereby assigns ownership of all such Work Product to the Company and/or Omnicom and agrees to take all reasonable measures, at the Company’s expense, to perfect such rights in the Company and/or Omnicom. The Employee hereby appoints the Company and/or Omnicom as his/her attorney-in-fact with the limited power to execute assignments of such Work Product. If the Employee is an employee in the State of California, the parties hereto agree and acknowledge that the terms of this paragraph shall be subject to the terms of Section 2870 of the California Labor Code, a copy of which is annexed to this Agreement. The Employee hereby agrees to advise the Company and/or Omnicom promptly in writing of any inventions that he/she believes meet the criteria set forth in Section 2870.

e)Each of the covenants and agreements contained in this Section 6 (collectively, the “Protective Covenants”) is separate, distinct and severable. All rights, remedies and benefits expressly provided for in this Section 6 are cumulative and are not exclusive of any rights, remedies or benefits provided for by law, in this Section 6 or otherwise, and the exercise of any remedy by a party hereto shall not be deemed an election to the exclusion of any other remedy (any such claim by the other party being hereby waived). The provisions of this Section 6 are not in lieu of, but are in addition to the continuing obligations of the Employee (which the Employee hereby acknowledges) to not use or disclose Confidential Information known to the Employee until any particular piece of Confidential Information becomes generally known to the public (through no action of the Employee), whereupon the restriction on use and disclosure shall cease as to that particular item. The existence of any claim, demand, action or cause of action that the Employee may have against Omnicom or any of its Affiliates, whether predicated pursuant to this Section 6 or otherwise, shall not constitute a defense to the enforcement of the provisions of this Section 6 or any other provision or provisions of this Agreement. The covenants contained in this Section 6 for the benefit of Omnicom and the members of the Group, shall survive any termination of this Agreement and may be waived in whole or in part by Omnicom without the consent of any other person, firm, corporation or other form of entity. The temporal duration of the Protective Covenants shall not expire, and shall be tolled, during any period in which the Employee is in violation of any of such Protective Covenants, and all such Protective Covenants shall automatically be extended by the period of such violation. The Employee further acknowledges that he/she is a highly regarded employee who considered the terms and conditions upon which he/she is electing to be granted the Option and that he/she has been advised and has had the opportunity to obtain counsel of his/her choice in connection with reviewing and executing this Agreement.

f)By acceptance of the grant of the Option, the Employee agrees that if the Employee were, without authority, to use or disclose Confidential Information, or otherwise breach any of the Protective Covenants, or threaten to do so, in addition to all other available remedies (including without limitation seeking such damages as it can show it has sustained by reason of such breach), (i) Omnicom and/or any member of the Group shall be entitled to specific performance and injunctive and other appropriate relief (without being required to post bond or other security and without having to prove the inadequacy of the available remedies at law) to prevent the Employee from doing so, and/or (ii) Omnicom (by action of the Chairman, Chief Executive

7

EXHIBIT 10.3

Officer, President, Chief Financial Officer or General Counsel of Omnicom) may cause any or all of the following actions to occur: (x) the Option granted hereunder shall become void, shall be forfeited and shall terminate effective the date on which the Employee entered into such activity, (y) any Shares acquired by the Employee pursuant to the exercise of the Option granted hereunder shall be forfeited and returned to Omnicom, and (z) any gain realized by the Employee from the sale or transfer of Shares acquired through the exercise of

the Option granted hereunder, shall be returned by the Employee to Omnicom. The Employee acknowledges that the harm caused to Omnicom and/or members of the Group by the breach or anticipated breach of this Agreement is by its nature irreparable because, among other things, it is not readily susceptible of proof as to the monetary harm that would ensue. The Employee consents that any interim or final equitable relief entered by a court of competent jurisdiction shall, at the request of Omnicom and/or a member of the Group be entered on consent and enforced by any court having jurisdiction over the Employee, without prejudice to any rights either party may have to appeal from the proceedings that resulted in any grant of such relief.

g)During the Employment Period and the one-year period after the Termination Date, prior to accepting employment with any subsequent employer, the Employee shall notify any prospective employer in writing of his/her obligations under this Agreement. In addition, immediately after accepting employment with a subsequent employer, the Employee shall provide Omnicom with a copy of the notice that was sent by him/her to such subsequent employer.

h)The Employee acknowledges and agrees that if Employee has received an equity award (including any restricted stock, restricted stock unit or stock option award) from Omnicom during or after 2005 pursuant to the Plan or any other current or former equity plan of Omnicom, the Employee has previously agreed to restrictions similar to those set forth in this Section 6 (the “Prior Restrictions”) and such Prior Restrictions shall remain in full force and effect and shall be in addition to the Employee’s obligations under this Section 6.

i)Nothing in this Agreement shall prohibit the Employee from (A) disclosing information and documents when required by law, subpoena or court order (subject to the requirements of the foregoing sentence), (B) disclosing information and documents to the Employee’s attorney or tax adviser for the purpose of securing legal or tax advice, (C) reporting possible violations of federal law or regulation to any United States governmental agency or entity in accordance with the provisions of and rules promulgated under Section 21F of the Securities Exchange Act of 1934 or Section 806 of the Sarbanes-Oxley Act of 2002, or any other whistleblower protection provisions of provincial, state or federal law or regulation (including the right to receive an award for information provided to any such government agencies), (D) disclosing the Employee’s post- employment restrictions in this Agreement in confidence to any potential new employer or (E) retaining, at any time, the Employee’s personal correspondence, the Employee’s personal contacts and documents related to the Employee’s own personal benefits, entitlements and obligations. Furthermore, in accordance with 18 U.S.C. § 1833, Omnicom hereby notifies the Employee that, notwithstanding anything to the contrary herein: (I) the Employee shall not be in breach of this Agreement, and shall not be held criminally or civilly liable under any federal or state trade secret law (1) for the disclosure of a trade secret that is made in confidence to a federal, state, or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (2) for the disclosure of a trade secret that is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal and (II) if the Employee files a lawsuit for retaliation by the Company and/or Omnicom for reporting a suspected violation of law, the Employee may disclose the trade secret to the Employee’s attorney, and may use the trade secret information in the court proceeding, if the Employee files any document containing the trade secret under seal, and does not disclose the trade secret, except pursuant to court order.

8

EXHIBIT 10.3

7.Investment Representation and Compliance With Applicable Law. The Employee hereby represents and covenants that (a) the Option Shares will be acquired for investment and not with a view to the distribution thereof within the meaning of the Securities Act, unless such acquisition has been registered under the Securities Act and any applicable state securities law; and (b) any subsequent sale of any such Option Shares, unless their acquisition had been so registered, shall be made either pursuant to an effective registration

statement under the Securities Act and any applicable state securities laws, or pursuant to an exemption from registration under the Securities Act and such state securities laws.

8.No Understandings as to Employment. Nothing in the Plan, in the grant of the Option or in this Agreement shall constitute or be evidence of any understanding, express or implied, on the part of the Company, Omnicom or any Omnicom Affiliate to employ the Employee for any period or shall interfere with or restrict in any way the rights of the Company, Omnicom and the Omnicom Affiliates to discharge the Employee at any time for any reason whatsoever, with or without cause.

9.Plan Incorporated. The Employee accepts the grant of the Option herein subject to all of the provisions of the Plan, which are incorporated into this Agreement by reference, including the provisions that authorize the Committee to administer and interpret the Plan and which provide that the Committee’s decisions, determinations and interpretations with respect to the Plan are final and conclusive on all persons affected hereby. In the event of a conflict between the provisions of this Agreement and the provisions of the Plan, the provisions of the Plan shall govern. Terms not otherwise defined in this Agreement shall have the meanings ascribed in the Plan.

10.Amendment. The Option and this Agreement may be wholly or partially amended or otherwise modified, suspended or terminated at any time or from time to time by the Board or the Committee, provided that, except as provided by Article 10 of the Plan, neither the amendment, modification, suspension nor termination of this Agreement shall, without the consent of the Employee, adversely alter or impair any rights or obligations of the Employee under this Agreement with respect to the Option in any material way.

11.Assignment. The parties hereto agree that Omnicom shall have the right to assign this Agreement, and accordingly, this Agreement shall inure to the benefit of, and may be enforced by, any and all successors and assigns of Omnicom, including, without limitation, by asset assignment, stock sale, merger, consolidation or other corporate reorganization. Subject to Section 5, the Employee agrees that his/her obligations under this Agreement are personal to him/her, and the Employee shall not have the right to assign or otherwise transfer his/her obligations hereunder. Any purported assignment or transfer by the Employee shall be void and ineffective.

12.Governing Law. The interpretation and construction of this Agreement, and all matters relating hereto (including, without limitation, the validity or enforcement of this Agreement), shall be governed by the laws of New York without regard to any conflicts or choice of laws provisions of the State of New York that would result in the application of the law of any other jurisdiction.

13.Notice. Any notice to be given to Omnicom under the terms of this Agreement shall be addressed to the Office of the General Counsel of Omnicom at 437 Madison Avenue, New York, New York 10022, and any notice to be given to the Employee shall be addressed to the Employee at the address set forth beneath his or her signature hereto, or at such other address for a party as such party may hereafter designate in writing to the other. Any such notice shall be deemed to have been duly given if mailed, postage prepaid, addressed as aforesaid.

9

EXHIBIT 10.3

14.Headings. All section titles and captions in this Agreement are for convenience only, shall not be deemed part of this Agreement, and in no way shall define, limit, extend or describe the scope or intent of any provisions of this Agreement.

15.Further Assurances. The parties shall execute all documents, provide all information, and take or refrain from taking all actions as may be reasonably necessary or appropriate to achieve the

purposes of this Agreement. The Employee acknowledges that any sale of Option Shares following the date of vesting shall be further evidence of Employee’s acceptance of the terms of this Agreement, including Section 6 of this Agreement.

16.Entire Agreement. This Agreement, including the Grant Notice and this Option Agreement attached as Exhibit A to the Grant Notice, subject to the terms and conditions of the Plan, constitute the entire agreement among the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements and understandings pertaining thereto. Notwithstanding the foregoing, any other confidentiality agreement, non-solicitation/non-servicing agreement or any other type of restrictive covenant agreement that the Employee has entered into prior to the date hereof or may enter into after the date hereof with Omnicom or one of its Affiliates shall remain in full force and effect. No oral understandings, oral statements, oral promises or oral inducements between the parties hereto relating to this Agreement exist. No representations, warranties, covenants or conditions, express or implied, whether by statute or otherwise, other than as set forth in this Agreement, have been made by the parties hereto.

17.Remedies. No failure by any party to insist upon the strict performance of any covenant, duty, agreement or condition of this Agreement or to exercise any right or remedy consequent upon a breach thereof shall constitute waiver of any such breach or any other covenant, duty, agreement or condition.

18.Acceptance; Counterparts. The Employee acknowledges and agrees that the Employee’s acceptance of the terms of this Agreement through electronic means shall have the same force and effect as an acceptance made in writing. This Agreement may be executed in two or more counterparts, or by facsimile transmission, each of which shall be deemed to be an original and all of which taken together shall constitute one and the same instrument.

19.Waiver. By signing and returning this Agreement, the Employee agrees that the Employee’s rights in respect of the Option and the underlying Option Shares (including upon Termination of Employment) shall be defined solely by the Plan and the provisions of this Agreement. Accordingly, the Employee waives all other claims he/she may have against Omnicom or any of its Affiliates, and their respective officers, directors, agents and employees for any losses or damages arising out of the forfeiture of the Option and/or any Option Shares as a result of such Termination of Employment, or otherwise in relation to the Plan with respect to such Option and/or Option Shares.

20.Third Party Beneficiaries. Nothing in this Agreement is intended to confer upon any other person except the Employee, Omnicom and the Affiliates of Omnicom, any rights or remedies hereunder or shall create any third party beneficiary rights in any person (other than Affiliates of Omnicom).

21.No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of law or contract interpretation that provides that in the case of ambiguity or uncertainty a provision should be construed against the draftsman will be applied against any party hereto. The provisions of this Agreement shall be construed according to their

10

EXHIBIT 10.3

fair meaning and neither for nor against any party hereto irrespective of which party caused such provisions to be drafted.

22.Committee Authority. The Committee shall have the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret or revoke any such rules. All actions taken and all interpretations and determinations made by the Committee in good faith shall be final and binding upon the Employee, Omnicom and all other interested persons. No member of the Committee shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or this Agreement.

23.Agreement Severable. In the event that any provision in this Agreement is held invalid or unenforceable, such provision shall be severable from, and such invalidity or unenforceability shall not be construed to have any effect on, the remaining provisions of this Agreement.

24.Employee Data Privacy.

a)The Employee hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of the Employee’s personal data as described in this document by Omnicom and/or the Company for the exclusive purpose of implementing, administering and managing the Employee’s participation in the Plan.

b)The Employee understands that Omnicom and/or the Company hold certain personal information, including, but not limited to, name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any Shares or directorships held in the Company or any of its Affiliates, details of all entitlement to this Option and Option Shares awarded, canceled, exercised, vested, unvested or outstanding in the Employee’s favor (“Data”), for the purpose of implementing, administering and managing the Plan.

c)The Employee understands that Data may be transferred to any third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in the Employee’s country or elsewhere, and that the recipient’s country may have different data privacy laws and protections than the Employee’s country. The Employee understands that the Employee may request a list with the names and addresses of any potential recipients of the Data by contacting the Employee’s local human resources representative.

d)The Employee authorizes the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing the Employee’s participation in the Plan, including any requisite transfer of such Data as may be required to a broker or other third party. The Employee understands that Data shall be held only as long as is necessary to implement, administer and manage the Employee’s participation in the Plan. The Employee understands that the Employee may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Employee’s local human resources representative. The Employee understands, however, that refusing or withdrawing consent may affect the Employee’s ability to participate in the Plan. For more information on the consequences of the refusal to consent or withdrawal of consent, the Employee understands that the Employee may contact the Employee’s local human resources representative.

11

EXHIBIT 10.3

Annex I to Option Agreement

California Labor Code Section 2870

Employment agreements; assignment of rights

(a)Any provision in an employment agreement which provides that an employee shall assign, or offer to assign, any of his rights in an invention to his employer shall not apply to an invention that the employee developed entirely on his own time without using the employer’s equipment, supplies, facilities, or trade secret information except for those inventions that either:

(ii)relate at the time of conception or reduction to practice of the invention to the employer’s business, or actual or demonstrably anticipated research or development of the employer; or

(iii)result from any work performed by the employee for the employer.

(b)To the extent a provision in an employment agreement purports to require an employee to assign an invention otherwise excluded from being required to be assigned under subdivision (a), the provision is against the public policy of this state and is unenforceable.

12

EX-31.1

EXHIBIT 31.1

CERTIFICATION

I, John D. Wren, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q for the quarter ended June 30, 2021 of Omnicom Group Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	July 20, 2021	/s/ JOHN D. WREN
		John D. Wren Chairman and Chief Executive Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATION

I, Philip J. Angelastro, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q for the quarter ended June 30, 2021 of Omnicom Group Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	July 20, 2021	/s/ PHILIP J. ANGELASTRO
		Philip J. Angelastro Executive Vice President and Chief Financial Officer

EX-32

EXHIBIT 32

CERTIFICATION

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, in connection with the filing of Omnicom Group Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned officers of Omnicom Group Inc. certifies that, to such officer's knowledge:

•the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

•the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Omnicom Group Inc. as of the dates and for the periods expressed in the Report.

Date:	July 20, 2021
			/s/ JOHN D. WREN
		Name:	John D. Wren
		Title:	Chairman and Chief Executive Officer

	/s/ PHILIP J. ANGELASTRO
Name:	Philip J. Angelastro
Title:	Executive Vice President and Chief Financial Officer

The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that Omnicom Group Inc. specifically incorporates it by reference.

XML

Cover - shares	6 Months Ended
	Jun. 30, 2021	Jul. 15, 2021
Entity Listings [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2021
Entity File Number	1-10551
Entity Registrant Name	OMNICOM GROUP INC.
Entity Incorporation, State or Country Code	NY
Entity Tax Identification Number	13-1514814
Entity Address, Address Line One	280 Park Avenue
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10017
City Area Code	212
Local Phone Number	415-3600
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		214,407,709
Entity Central Index Key	0000029989
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q2
Document Transition Report	false
Amendment Flag	false
Common Stock, $0.15 Par Value
Entity Listings [Line Items]
Title of 12(b) Security	Common Stock, $0.15 Par Value
Trading Symbol	OMC
Security Exchange Name	NYSE
0.800% Senior Notes due 2027
Entity Listings [Line Items]
Title of 12(b) Security	0.800% Senior Notes due 2027
Trading Symbol	OMC/27
Security Exchange Name	NYSE
1.400% Senior Notes due 2031
Entity Listings [Line Items]
Title of 12(b) Security	1.400% Senior Notes due 2031
Trading Symbol	OMC/31
Security Exchange Name	NYSE

XML

Consolidated Balance Sheets - USD ($) $ in Millions	Jun. 30, 2021	Dec. 31, 2020
Current Assets:
Cash and cash equivalents	$ 4,388.1	$ 5,600.5
Accounts receivable, net of allowance for doubtful accounts of $25.5 and $30.4	7,246.3	7,813.4
Work in process	1,117.6	1,101.2
Other current assets	906.0	1,075.0
Total Current Assets	13,658.0	15,590.1
Property and Equipment at cost, less accumulated depreciation of $1,169.1 and $1,156.7	549.6	585.2
Operating Lease Right-Of-Use Assets	1,142.3	1,223.4
Equity Method Investments	79.1	85.3
Goodwill	9,723.2	9,609.7
Intangible Assets, net of accumulated amortization of $843.1 and $817.2	277.9	298.5
Other Assets	224.3	255.0
TOTAL ASSETS	25,654.4	27,647.2
Current Liabilities:
Accounts payable	9,988.5	11,513.0
Customer advances	1,287.2	1,361.3
Short-term debt	9.3	3.9
Taxes payable	137.2	244.5
Other current liabilities	2,279.4	2,402.4
Total Current Liabilities	13,701.6	15,525.1
Long-Term Liabilities	1,029.3	970.7
Long-Term Liability - Operating Leases	1,031.1	1,114.0
Long-Term Debt	5,300.7	5,807.3
Deferred Tax Liabilities	477.0	443.5
Commitments and Contingent Liabilities (Note 12)
Temporary Equity - Redeemable Noncontrolling Interests	277.8	209.7
Shareholders’ Equity:
Preferred stock	0.0	0.0
Common stock	44.6	44.6
Additional paid-in capital	735.4	747.8
Retained earnings	8,523.7	8,190.6
Accumulated other comprehensive income (loss)	(1,187.5)	(1,213.8)
Treasury stock, at cost	(4,767.4)	(4,684.8)
Total Shareholders’ Equity	3,348.8	3,084.4
Noncontrolling interests	488.1	492.5
Total Equity	3,836.9	3,576.9
TOTAL LIABILITIES AND EQUITY	$ 25,654.4	$ 27,647.2

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Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions	Jun. 30, 2021	Dec. 31, 2020
Consolidated Balance Sheets (Parenthetical) [Abstract]
Allowance for doubtful accounts	$ 25.5	$ 30.4
Accumulated depreciation	1,169.1	1,156.7
Intangible assets, accumulated amortization	$ 843.1	$ 817.2

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Consolidated Statements of Income - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Income Statement [Abstract]
Revenue	$ 3,571.6	$ 2,800.7	$ 6,998.6	$ 6,207.6
Salary and service costs	2,603.1	2,031.1	5,148.1	4,564.4
Occupancy and other costs	293.9	290.0	585.5	599.6
Gain on disposition of subsidiary	(50.5)	0.0	(50.5)	0.0
COVID-19 repositioning costs	0.0	277.9	0.0	277.9
Cost of services	2,846.5	2,599.0	5,683.1	5,441.9
Selling, general and administrative expenses	103.2	82.1	174.9	168.9
Depreciation and amortization	53.5	57.1	106.8	114.1
Operating Expenses	3,003.2	2,738.2	5,964.8	5,724.9
Operating Profit	568.4	62.5	1,033.8	482.7
Interest Expense	80.3	53.7	134.1	112.2
Interest Income	6.8	6.5	13.1	19.2
Income Before Income Taxes and Income (Loss) From Equity Method Investments	494.9	15.3	912.8	389.7
Income Tax Expense	123.2	21.9	235.2	119.3
Income (Loss) From Equity Method Investments	(0.1)	(7.8)	(0.1)	(13.0)
Net Income (Loss)	371.6	(14.4)	677.5	257.4
Net Income Attributed To Noncontrolling Interests	23.4	9.8	41.5	23.4
Net Income (Loss) - Omnicom Group Inc.	$ 348.2	$ (24.2)	$ 636.0	$ 234.0
Net Income (Loss) Per Share - Omnicom Group Inc.:
Basic	$ 1.62	$ (0.11)	$ 2.95	$ 1.08
Diluted	$ 1.60	$ (0.11)	$ 2.93	$ 1.08

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Consolidated Statements of Comprehensive Income - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Statement of Comprehensive Income [Abstract]
Net Income (Loss)	$ 371.6	$ (14.4)	$ 677.5	$ 257.4
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)
Other comprehensive income (loss), Cash flow hedge	1.0	1.0	2.0	2.0
Defined benefit pension plans and postemployment arrangements:
Amortization of prior service cost	1.3	1.2	2.5	2.5
Amortization of actuarial losses	3.2	1.9	6.5	3.8
Income tax effect	(1.6)	(1.0)	(3.4)	(2.0)
Other comprehensive income (loss), Defined benefit pension plans and postemployment arrangements	2.9	2.1	5.6	4.3
Foreign currency translation adjustment	58.1	82.8	11.2	(288.4)
Other Comprehensive Income (Loss)	62.0	85.9	18.8	(282.1)
Comprehensive Income (Loss)	433.6	71.5	696.3	(24.7)
Comprehensive Income (Loss) Attributed To Noncontrolling Interests	26.7	24.0	34.0	0.3
Comprehensive Income (Loss) - Omnicom Group Inc.	$ 406.9	$ 47.5	$ 662.3	$ (25.0)

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Consolidated Statements of Equity - USD ($) shares in Millions, $ in Millions	Total	Common Stock	Additional Paid-in Capital	Retained Earnings	Accumulated Other Comprehensive Income (Loss)	Treasury Stock	Shareholders’ Equity	Noncontrolling Interests
Beginning Balance at Dec. 31, 2019			$ 760.9	$ 7,806.3	$ (1,197.6)	$ (4,560.3)		$ 519.8
Net Income (Loss)	$ 257.4			234.0				23.4
Other comprehensive income (loss)	(282.1)				(259.0)			(23.1)
Dividends to noncontrolling interests								(35.2)
Acquisition of noncontrolling interests			9.9					(36.5)
Increase in noncontrolling interests from business combinations								0.0
Change in temporary equity			20.6
Common stock dividends declared				(281.0)
Share-based compensation			34.9
Stock issued, share-based compensation			(25.1)			30.0
Common stock repurchased						(205.2)
Ending Balance at Jun. 30, 2020	$ 2,861.4	$ 44.6	801.2	7,759.3	(1,456.6)	(4,735.5)	$ 2,413.0	448.4
Dividends Declared Per Common Share	$ 1.30
Beginning Balance at Mar. 31, 2020			755.8	7,924.5	(1,528.3)	(4,749.0)		477.0
Net Income (Loss)	$ (14.4)			(24.2)				9.8
Other comprehensive income (loss)	85.9				71.7			14.2
Dividends to noncontrolling interests								(24.8)
Acquisition of noncontrolling interests			17.6					(27.8)
Increase in noncontrolling interests from business combinations								0.0
Change in temporary equity			28.8
Common stock dividends declared				(141.0)
Share-based compensation			16.2
Stock issued, share-based compensation			(17.2)			18.7
Common stock repurchased						(5.2)
Ending Balance at Jun. 30, 2020	$ 2,861.4	$ 44.6	801.2	7,759.3	(1,456.6)	(4,735.5)	2,413.0	448.4
Dividends Declared Per Common Share	$ 0.65
Common Stock, shares issued		297.2
Beginning Balance at Dec. 31, 2020	$ 3,576.9		747.8	8,190.6	(1,213.8)	(4,684.8)		492.5
Net Income (Loss)	677.5			636.0				41.5
Other comprehensive income (loss)	18.8				26.3			(7.5)
Dividends to noncontrolling interests								(38.6)
Acquisition of noncontrolling interests			25.9					(37.1)
Increase in noncontrolling interests from business combinations								37.3
Change in temporary equity			(67.0)
Common stock dividends declared				(302.9)
Share-based compensation			39.1
Stock issued, share-based compensation			(10.4)			19.5
Common stock repurchased						(102.1)
Ending Balance at Jun. 30, 2021	$ 3,836.9	$ 44.6	735.4	8,523.7	(1,187.5)	(4,767.4)	3,348.8	488.1
Dividends Declared Per Common Share	$ 1.40
Beginning Balance at Mar. 31, 2021			769.7	8,327.5	(1,246.2)	(4,684.4)		480.5
Net Income (Loss)	$ 371.6			348.2				23.4
Other comprehensive income (loss)	62.0				58.7			3.3
Dividends to noncontrolling interests								(25.0)
Acquisition of noncontrolling interests			24.9					(31.4)
Increase in noncontrolling interests from business combinations								37.3
Change in temporary equity			(64.2)
Common stock dividends declared				(152.0)
Share-based compensation			18.3
Stock issued, share-based compensation			(13.3)			18.4
Common stock repurchased						(101.4)
Ending Balance at Jun. 30, 2021	$ 3,836.9	$ 44.6	$ 735.4	$ 8,523.7	$ (1,187.5)	$ (4,767.4)	$ 3,348.8	$ 488.1
Dividends Declared Per Common Share	$ 0.70
Common Stock, shares issued		297.2

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Consolidated Statements of Cash Flows - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
Cash Flows from Operating Activities:
Net Income (Loss)	$ 677.5	$ 257.4
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization of right-of-use assets	65.7	71.9
Amortization of intangible assets	41.1	42.2
Amortization of net deferred gain on interest rate swaps	(11.5)	(5.4)
Share-based compensation	39.1	34.9
Gain on disposition of subsidiary	(50.5)	0.0
COVID-19 repositioning costs	0.0	277.9
Other, net	34.1	44.7
Use of operating capital	(1,091.2)	(1,585.8)
Net Cash Used In Operating Activities	(295.7)	(862.2)
Cash Flows from Investing Activities:
Capital expenditures	(22.9)	(33.6)
Acquisition of businesses and interests in affiliates, net of cash acquired	(25.9)	0.0
Proceeds from disposition of subsidiaries and sale of investments	116.9	3.7
Net Cash Provided By (Used In) Investing Activities	68.1	(29.9)
Cash Flows from Financing Activities:
Proceeds from borrowings	791.7	1,186.6
Repayment of debt	(1,250.0)	(600.0)
Change in short-term debt	5.7	(3.1)
Dividends paid to common shareholders	(292.4)	(282.9)
Repurchases of common stock	(102.0)	(205.2)
Proceeds from stock plans	7.3	2.3
Acquisition of additional noncontrolling interests	(5.9)	(16.7)
Dividends paid to noncontrolling interest shareholders	(38.6)	(35.2)
Payment of contingent purchase price obligations	(6.9)	(12.8)
Other, net	(70.1)	(38.7)
Net Cash Used In Financing Activities	(961.2)	(5.7)
Effect of foreign exchange rate changes on cash and cash equivalents	(23.6)	(126.9)
Net Decrease in Cash and Cash Equivalents	(1,212.4)	(1,024.7)
Cash and Cash Equivalents at the Beginning of Period	5,600.5	4,305.7
Cash and Cash Equivalents at the End of Period	$ 4,388.1	$ 3,281.0

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Presentation of Financial Statements

6 Months Ended

Jun. 30, 2021

Presentation of Financial Statements [Abstract]

Presentation of Financial Statements

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. 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, 2020, or 2020 10-K. Results for the interim periods are not necessarily indicative of results that may be expected for the year.

Risks and Uncertainties - Ongoing Impact of the COVID-19 Pandemic on our Business

We experienced an improvement in our business in the second quarter of 2021 as compared to the second quarter of 2020, primarily because the recovery from the COVID-19 pandemic that began in the first quarter of 2021 continued into the second quarter. The second quarter of 2020 was the quarter in which our business was most negatively impacted since the onset of the pandemic, as the COVID-19 pandemic did not significantly impact our major markets and businesses until late in the first quarter of 2020. Accordingly, the recovery from the pandemic in 2021 compared to the prior year's quarter, was significantly greater in the second quarter than the first quarter. Revenue for the six months ended June 30, 2021 increased $791.0 million, or 12.7%, compared to the six months ended June 30, 2020. The increase in revenue primarily reflects an increase in client spending compared to the prior year period and the strengthening of most foreign currencies, primarily the British Pound and the Euro, against the U.S. Dollar.

Global economic conditions will continue to be volatile as long as the COVID-19 pandemic remains a public health threat, including, as a result of new information concerning the severity of the pandemic, government actions to mitigate the effects of the pandemic in the near-term, and the resulting impact on our clients' spending plans. We expect global economic performance and the performance of our businesses to vary by geography and discipline until the impact of the COVID-19 pandemic on the global economy subsides.

Accounting Changes

On January 1, 2021, we adopted FASB ASU 2019-12, Income Taxes (Topic 740), or ASU 2019-12, which, among other things, amended the rules for recognizing deferred taxes for investments, performing intra-period tax allocations and calculating income taxes in interim periods and reduced complexity in certain areas, including the accounting for transactions that result in a step-up in the tax basis of goodwill and allocating taxes to members of a consolidated group. The adoption of ASU 2019-12 did not have a material effect on our results of operations and financial position.

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Revenue

6 Months Ended

Jun. 30, 2021

Revenue [Abstract]

Revenue

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, public relations, and healthcare. Advertising includes creative services, as well as strategic media planning and buying and data analytics 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. In an effort to better capture the expanding scope of our services, effective January 1, 2021, we realigned the classification of certain services primarily within our CRM Consumer Experience discipline. As a result, our CRM discipline has been reclassified into four categories: CRM Precision Marketing, which includes our precision marketing and digital/direct marketing agencies; CRM Commerce and Brand Consulting that is primarily comprised of Omnicom Commerce Group, including our shopper marketing businesses, and our Brand Consulting agencies; CRM Experiential, which includes our experiential marketing agencies and events businesses; and CRM Execution & Support, which includes field marketing, merchandising and point of sale, as well as other specialized marketing and custom communications services. 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. Reclassifications have been made to the prior period revenue by discipline information to conform to current period presentation.

Revenue by discipline was (in millions):

	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
Advertising	$	2,014.5	$	1,530.1	$	4,018.2	$	3,463.4
CRM Precision Marketing	293.6		214.0		563.0		446.0
CRM Commerce and Brand Consulting	221.5		187.7		436.1		408.6
CRM Experiential	124.0		78.5		212.4		209.8
CRM Execution & Support	250.9		192.8		497.5		466.5
Public Relations	345.9		298.1		663.4		631.8
Healthcare	321.2		299.5		608.0		581.5
	$	3,571.6	$	2,800.7	$	6,998.6	$	6,207.6

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 June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
Americas:
North America	$	1,957.4	$	1,664.0	$	3,929.9	$	3,661.3
Latin America	70.4		54.9		133.7		126.3
EMEA:
Europe	1,044.1		727.5		1,985.1		1,650.8
Middle East and Africa	52.3		34.5		102.5		90.1
Asia-Pacific	447.4		319.8		847.4		679.1
	$	3,571.6	$	2,800.7	$	6,998.6	$	6,207.6

The Americas is comprised of North America, which includes the United States, Canada and Puerto Rico, and Latin America, which includes South America and Mexico. EMEA is comprised of Europe, the Middle East and Africa. Asia-Pacific includes Australia, Greater China, India, Japan, Korea, New Zealand, Singapore and other Asian countries. Revenue in the United States for the three months ended June 30, 2021 and 2020 was $1,840.7 million and $1,587.4 million, respectively, and revenue in the United States for the six months ended June 30, 2021 and 2020 was $3,708.9 million and $3,481.7 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. Work in process and contract liabilities were (in millions):

	June 30, 2021		December 31, 2020		June 30, 2020
Work in process:
Contract assets and unbilled fees and costs	$	577.5	$	501.1	$	660.6
Media and production costs	540.1		600.1		498.0
	$	1,117.6	$	1,101.2	$	1,158.6
Contract liabilities:
Customer advances	$	1,287.2	$	1,361.3	$	1,070.0

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 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. No impairment losses to the contract assets were recorded in the three or six months ended June 30, 2021 and 2020.

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Net Income (Loss) per Share

6 Months Ended

Jun. 30, 2021

Net Income per Share [Abstract]

Net Income (Loss) per Share

Net Income (Loss) per ShareThe computations of basic and diluted net income (loss) per share were (in millions, except per share amounts):

	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
Net Income (Loss) - Omnicom Group Inc.	$	348.2	$	(24.2)	$	636.0	$	234.0
Weighted Average Shares:
Basic	215.4		214.9		215.5		215.8
Dilutive stock options and restricted shares	1.7		0.5		1.5		0.7
Diluted	217.1		215.4		217.0		216.5
Anti-dilutive stock options and restricted shares	0.7		0.8		0.7		0.8
Net Income (Loss) per Share - Omnicom Group Inc.:
Basic	$	1.62	$	(0.11)	$	2.95	$	1.08
Diluted	$	1.60	$	(0.11)	$	2.93	$	1.08

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Goodwill and Intangible Assets

6 Months Ended

Jun. 30, 2021

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets

Goodwill and Intangible Assets

Goodwill and intangible assets were (in millions):

	June 30, 2021						December 31, 2020
	Gross Carrying Value		Accumulated Amortization		Net Carrying Value		Gross Carrying Value		Accumulated Amortization		Net Carrying Value
Goodwill	$	10,253.4	$	(530.2)	$	9,723.2	$	10,141.6	$	(531.9)	$	9,609.7
Intangible assets:
Purchased and internally developed software	$	380.3	$	(313.7)	$	66.6	$	377.6	$	(307.0)	$	70.6
Customer related and other	740.7		(529.4)		211.3		738.1		(510.2)		227.9
	$	1,121.0	$	(843.1)	$	277.9	$	1,115.7	$	(817.2)	$	298.5

Changes in goodwill were (in millions):

	Six Months Ended June 30,
	2021		2020
January 1	$	9,609.7	$	9,440.5
Acquisitions	17.8		1.7
Noncontrolling interests in acquired businesses	37.3		—
Contingent purchase price obligations of acquired businesses	88.0		—
Dispositions	(21.6)		(3.1)
Foreign currency translation	(8.0)		(184.0)
June 30	$	9,723.2	$	9,255.1

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Debt

6 Months Ended

Jun. 30, 2021

Debt [Abstract]

Debt

Debt

Credit Facilities

We maintain a $2.5 billion multi-currency revolving credit facility, or Credit Facility, that matures on February 14, 2025. Additionally, we have uncommitted credit lines aggregating $966.2 million and the ability to issue up to $2 billion of commercial paper. These facilities provide additional liquidity sources for operating capital and general corporate purposes. At June 30, 2021, there were no outstanding commercial paper issuances or borrowings under the Credit Facility or the uncommitted credit lines.

The Credit Facility contains a financial covenant that requires us to maintain a Leverage Ratio of consolidated indebtedness to consolidated EBITDA (earnings before interest, taxes, depreciation, amortization and non-cash charges) of no more than 3.5 times for the most recently ended 12-month period. In October 2020, we amended the Credit Facility to increase the maximum Leverage Ratio to 4.0 times through December 31, 2021. At June 30, 2021, we were in compliance with this covenant as our Leverage Ratio was 2.2 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 June 30, 2021 and December 31, 2020 of $9.3 million and $3.9 million, respectively, represents 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

Long-term debt was (in millions):

	June 30, 2021		December 31, 2020
3.625% Senior Notes due 2022	$	—	$	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	594.2		611.5
2.45% Senior Notes due 2030	600.0		600.0
4.20% Senior Notes due 2030	600.0		600.0
€500 Million 1.40% Senior Notes due 2031	594.2		611.5
2.60% Senior Notes due 2031	800.0		—
	5,338.4		5,823.0
Unamortized premium (discount), net	(8.9)		(5.1)
Unamortized debt issuance costs	(30.5)		(27.0)
Unamortized deferred gain from settlement of interest rate swaps	1.7		16.4
Long-term debt	$	5,300.7	$	5,807.3

On April 28, 2021, we issued $800 million 2.60% Senior Notes due August 1, 2031. The net proceeds from the issuance, after deducting the underwriting discount and offering expenses, were $791.7 million. The net proceeds plus cash on hand were used to redeem all the outstanding 3.625% Senior Notes due 2022, or 2022 Notes, in May 2021. In connection with the redemption of the 2022 Notes, we recorded a loss on extinguishment of $26.6 million in interest expense.

The 2.45% Senior Notes, the 4.20% Senior Notes and the 2.60% Senior Notes are senior unsecured obligations of Omnicom that rank equal in right of payment with all existing and future unsecured senior indebtedness.

Omnicom and its wholly owned finance subsidiary, Omnicom Capital Inc., or OCI, are co-obligors under the 3.65% Senior Notes and the 3.60% Senior Notes. These notes are a joint and several liability of Omnicom and OCI, and Omnicom unconditionally guarantees OCI’s obligations with respect to the 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. Such 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 the obligations of Omnicom Finance Holdings plc, or OFHP, a U.K.-based wholly owned subsidiary of Omnicom, with respect to the Euro denominated notes due 2027 and 2031. OFHP’s assets consist of its investments in several wholly owned finance companies that function as treasury centers that 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 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.

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Segment Reporting

6 Months Ended

Jun. 30, 2021

Segment Reporting [Abstract]

Segment Reporting

Segment ReportingOur 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 agency networks, into one reporting segment. During the second quarter of 2021, we reorganized the management of one of our agency networks, effectively combining certain practice areas into

a new reporting unit that primarily comprises our Omnicom Public Relations Group practice area. As a result of the reorganization, the number of operating segments increased from five to six in 2021.

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
June 30, 2021
Revenue - Three months ended	$	2,027.8	$	1,096.4	$	447.4
Revenue - Six months ended	4,063.6		2,087.6		847.4
Long-lived assets and goodwill	7,689.5		3,091.1		634.5
June 30, 2020
Revenue - Three months ended	$	1,718.9	$	762.0	$	319.8
Revenue - Six months ended	3,787.6		1,740.9		679.1
Long-lived assets and goodwill	7,574.8		2,909.8		638.8

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Income Taxes

6 Months Ended

Jun. 30, 2021

Income Taxes [Abstract]

Income Taxes

Income Taxes

Our effective tax rate for the six months ended June 30, 2021 decreased period-over-period to 25.8% from 30.6%. In the second quarter of 2021, we sold ICON International, or ICON, a wholly owned subsidiary. In connection with the sale, we recorded a pre-tax gain of $50.5 million. The lower effective tax rate for 2021 was predominantly the result of a nominal tax applied against the book gain on the sale of ICON resulting from excess tax over book basis. The effective tax rate for 2020 reflects an increase due to the non-deductibility in certain jurisdictions of a portion of the COVID-19 repositioning charges recorded in the second quarter of 2020.

At June 30, 2021, our unrecognized tax benefits were $182.3 million. Of this amount, approximately $173.4 million would affect our effective tax rate upon resolution of the uncertain tax positions.

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Pension and Other Postemployment Benefits

6 Months Ended

Jun. 30, 2021

Pension and Other Postemployment Benefits [Abstract]

Pension and Other Postemployment Benefits

Pension and Other Postemployment Benefits

Defined Benefit Pension Plans

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

	Six Months Ended June 30,
	2021		2020
Service cost	$	2.7	$	4.0
Interest cost	1.5		2.5
Expected return on plan assets	(0.5)		(0.5)
Amortization of prior service cost	0.4		0.4
Amortization of actuarial losses	4.6		2.7
	$	8.7	$	9.1

We contributed $0.3 million and $0.5 million to our defined benefit pension plans in the six months ended June 30, 2021 and 2020, respectively.

Postemployment Arrangements

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

	Six Months Ended June 30,
	2021		2020
Service cost	$	2.4	$	2.3
Interest cost	1.1		1.7
Amortization of prior service cost	2.1		2.1
Amortization of actuarial losses	1.9		1.1
	$	7.5	$	7.2

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Disposition of Subsidiary	6 Months Ended
	Jun. 30, 2021
Disposition of Subsidiary [Abstract]
Disposition of Subsidiary	Disposition of SubsidiaryIn the second quarter of 2021, we sold ICON, a specialty media company, to ICON's management team. As a result, we recorded a pre-tax gain of $50.5 million from the sale. As discussed in Note 7, the after-tax gain approximated the pre-tax gain. The disposition of ICON will not have a material impact on our ongoing results of operations or financial position.

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COVID-19 Repositioning Costs

6 Months Ended

Jun. 30, 2021

COVID-19 Repositioning Costs [Abstract]

COVID-19 Repositioning Costs

COVID-19 Repositioning Costs

In the second quarter of 2020, in response to the COVID-19 pandemic, we incurred repositioning costs to align our cost structure and reduce our workforce and facility requirements.

At June 30, 2021 the remaining liability for the COVID-19 repositioning costs was (in millions):

January 1, 2021	$	83.8
Payments	(23.4)
June 30, 2021	$	60.4

We expect that substantially all the remaining liability will be paid by the end of 2021.

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Supplemental Cash Flow Data

6 Months Ended

Jun. 30, 2021

Supplemental Cash Flow Data [Abstract]

Supplemental Cash Flow Data

Supplemental Cash Flow Data

The change in operating capital was (in millions):

	Six Months Ended June 30,
	2021		2020
(Increase) decrease in accounts receivable	$	382.6	$	2,349.8
(Increase) decrease in work in process and other current assets	(159.4)		59.1
Increase (decrease) in accounts payable	(1,150.7)		(3,657.1)
Increase (decrease) in customer advances, taxes payable and other current liabilities	(315.0)		(347.4)
Change in other assets and liabilities, net	151.3		9.8
Increase (decrease)	$	(1,091.2)	$	(1,585.8)
Income taxes paid	$	273.9	$	93.6
Interest paid	$	135.2	$	103.9

Supplemental non-cash information related to leases was (in millions):

	Six Months Ended June 30,
	2021		2020
Net increase in lease liability:
Operating leases	$	72.7	$	84.5
Finance leases	$	24.9	$	17.2

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Commitments and Contingent Liabilities	6 Months Ended
	Jun. 30, 2021
Commitments and Contingent Liabilities [Abstract]
Commitments and Contingent Liabilities	Commitments and Contingent LiabilitiesIn 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.

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Accumulated Other Comprehensive Income (Loss)

6 Months Ended

Jun. 30, 2021

Accumulated Other Comprehensive Income (Loss) [Abstract]

Accumulated Other Comprehensive Income (Loss)

Accumulated Other Comprehensive Income (Loss)

Changes in accumulated other comprehensive income (loss), net of income taxes were (in millions):

	Cash Flow Hedge		Defined Benefit Pension Plans and Postemployment Arrangements		Foreign Currency Translation		Total
	Six Months Ended June 30, 2021
January 1	$	(20.1)	$	(123.2)	$	(1,070.5)	$	(1,213.8)
Other comprehensive income (loss) before reclassifications	—		—		18.7		18.7
Reclassification from accumulated other comprehensive    income (loss)	2.0		5.6		—		7.6
June 30	$	(18.1)	$	(117.6)	$	(1,051.8)	$	(1,187.5)

	Six Months Ended June 30, 2020
January 1	$	(24.0)	$	(112.1)	$	(1,061.5)	$	(1,197.6)
Other comprehensive income (loss) before reclassifications	—		—		(265.3)		(265.3)
Reclassification from accumulated other comprehensive    income (loss)	2.0		4.3		—		6.3
June 30	$	(22.0)	$	(107.8)	$	(1,326.8)	$	(1,456.6)

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Fair Value

6 Months Ended

Jun. 30, 2021

Fair Value [Abstract]

Fair Value

Fair Value

Financial assets and liabilities measured at fair value on a recurring basis were (in millions):

	June 30, 2021
	Level 1		Level 2		Level 3		Total
Assets:
Cash and cash equivalents	$	4,388.1					$	4,388.1
Marketable equity investments	1.3						1.3
Foreign currency derivatives			$	0.3			0.3
Liabilities:
Foreign currency derivatives			$	0.3			$	0.3
Contingent purchase price obligations					$	159.5	159.5

	December 31, 2020
	Level 1		Level 2		Level 3		Total
Assets:
Cash and cash equivalents	$	5,600.5					$	5,600.5
Marketable equity investments	1.6						1.6
Foreign currency derivative instruments			$	0.6			0.6
Liabilities:
Foreign currency derivatives			0.3				0.3
Contingent purchase price obligations					$	71.9	71.9

Changes in contingent purchase price obligations were (in millions):

	Six Months Ended June 30,
	2021		2020
January 1	$	71.9	$	107.7
Acquisitions	92.2		10.0
Revaluation and interest	0.9		1.6
Payments	(5.4)		(12.8)
Foreign currency translation	(0.1)		(2.2)
June 30	$	159.5	$	104.3

The carrying amount and fair value of our financial assets and liabilities were (in millions):

	June 30, 2021				December 31, 2020
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Assets:
Cash and cash equivalents	$	4,388.1	$	4,388.1	$	5,600.5	$	5,600.5
Marketable equity securities	1.3		1.3		1.6		1.6
Non-marketable equity securities	6.7		6.7		8.9		8.9
Foreign currency derivatives	0.3		0.3		0.6		0.6
Liabilities:
Short-term debt	$	9.3	$	9.3	$	3.9	$	3.9
Foreign currency derivatives	0.3		0.3		0.3		0.3
Contingent purchase price obligations	159.5		159.5		71.9		71.9
Long-term debt	5,300.7		5,729.6		5,807.3		6,380.6

The estimated fair value of the foreign currency derivatives is determined using model-derived valuations, taking into consideration foreign currency rates and counterparty credit 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.

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Subsequent Events	6 Months Ended
	Jun. 30, 2021
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events We have evaluated events subsequent to the balance sheet date and determined that there have not been any events that have occurred that would require additional adjustments to or disclosures in these consolidated financial statements.

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Revenue (Tables)

6 Months Ended

Jun. 30, 2021

Disaggregation of Revenue [Line Items]

Work in Process and Contract Liabilities

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

	June 30, 2021		December 31, 2020		June 30, 2020
Work in process:
Contract assets and unbilled fees and costs	$	577.5	$	501.1	$	660.6
Media and production costs	540.1		600.1		498.0
	$	1,117.6	$	1,101.2	$	1,158.6
Contract liabilities:
Customer advances	$	1,287.2	$	1,361.3	$	1,070.0

Geographic Markets [Member]

Disaggregation of Revenue [Line Items]

Disaggregation of Revenue

Revenue in our principal geographic markets was (in millions):

	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
Americas:
North America	$	1,957.4	$	1,664.0	$	3,929.9	$	3,661.3
Latin America	70.4		54.9		133.7		126.3
EMEA:
Europe	1,044.1		727.5		1,985.1		1,650.8
Middle East and Africa	52.3		34.5		102.5		90.1
Asia-Pacific	447.4		319.8		847.4		679.1
	$	3,571.6	$	2,800.7	$	6,998.6	$	6,207.6

Discipline [Member]

Disaggregation of Revenue [Line Items]

Disaggregation of Revenue

Revenue by discipline was (in millions):

	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
Advertising	$	2,014.5	$	1,530.1	$	4,018.2	$	3,463.4
CRM Precision Marketing	293.6		214.0		563.0		446.0
CRM Commerce and Brand Consulting	221.5		187.7		436.1		408.6
CRM Experiential	124.0		78.5		212.4		209.8
CRM Execution & Support	250.9		192.8		497.5		466.5
Public Relations	345.9		298.1		663.4		631.8
Healthcare	321.2		299.5		608.0		581.5
	$	3,571.6	$	2,800.7	$	6,998.6	$	6,207.6

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Net Income (Loss) per Share (Tables)

6 Months Ended

Jun. 30, 2021

Net Income per Share [Abstract]

Computations of Basic and Diluted Net Income (Loss) per Share

The computations of basic and diluted net income (loss) per share were (in millions, except per share amounts):

	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
Net Income (Loss) - Omnicom Group Inc.	$	348.2	$	(24.2)	$	636.0	$	234.0
Weighted Average Shares:
Basic	215.4		214.9		215.5		215.8
Dilutive stock options and restricted shares	1.7		0.5		1.5		0.7
Diluted	217.1		215.4		217.0		216.5
Anti-dilutive stock options and restricted shares	0.7		0.8		0.7		0.8
Net Income (Loss) per Share - Omnicom Group Inc.:
Basic	$	1.62	$	(0.11)	$	2.95	$	1.08
Diluted	$	1.60	$	(0.11)	$	2.93	$	1.08

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Goodwill and Intangible Assets (Tables)

6 Months Ended

Jun. 30, 2021

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets

Goodwill and intangible assets were (in millions):

	June 30, 2021						December 31, 2020
	Gross Carrying Value		Accumulated Amortization		Net Carrying Value		Gross Carrying Value		Accumulated Amortization		Net Carrying Value
Goodwill	$	10,253.4	$	(530.2)	$	9,723.2	$	10,141.6	$	(531.9)	$	9,609.7
Intangible assets:
Purchased and internally developed software	$	380.3	$	(313.7)	$	66.6	$	377.6	$	(307.0)	$	70.6
Customer related and other	740.7		(529.4)		211.3		738.1		(510.2)		227.9
	$	1,121.0	$	(843.1)	$	277.9	$	1,115.7	$	(817.2)	$	298.5

Changes in Goodwill

Changes in goodwill were (in millions):

	Six Months Ended June 30,
	2021		2020
January 1	$	9,609.7	$	9,440.5
Acquisitions	17.8		1.7
Noncontrolling interests in acquired businesses	37.3		—
Contingent purchase price obligations of acquired businesses	88.0		—
Dispositions	(21.6)		(3.1)
Foreign currency translation	(8.0)		(184.0)
June 30	$	9,723.2	$	9,255.1

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Debt (Tables)

6 Months Ended

Jun. 30, 2021

Debt [Abstract]

Long-Term Debt

Long-term debt was (in millions):

	June 30, 2021		December 31, 2020
3.625% Senior Notes due 2022	$	—	$	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	594.2		611.5
2.45% Senior Notes due 2030	600.0		600.0
4.20% Senior Notes due 2030	600.0		600.0
€500 Million 1.40% Senior Notes due 2031	594.2		611.5
2.60% Senior Notes due 2031	800.0		—
	5,338.4		5,823.0
Unamortized premium (discount), net	(8.9)		(5.1)
Unamortized debt issuance costs	(30.5)		(27.0)
Unamortized deferred gain from settlement of interest rate swaps	1.7		16.4
Long-term debt	$	5,300.7	$	5,807.3

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Segment Reporting (Tables)

6 Months Ended

Jun. 30, 2021

Segment Reporting [Abstract]

Revenue and Long-Lived Assets and Goodwill by Geographic Region

Revenue and long-lived assets and goodwill by geographic region were (in millions):

	Americas		EMEA		Asia-Pacific
June 30, 2021
Revenue - Three months ended	$	2,027.8	$	1,096.4	$	447.4
Revenue - Six months ended	4,063.6		2,087.6		847.4
Long-lived assets and goodwill	7,689.5		3,091.1		634.5
June 30, 2020
Revenue - Three months ended	$	1,718.9	$	762.0	$	319.8
Revenue - Six months ended	3,787.6		1,740.9		679.1
Long-lived assets and goodwill	7,574.8		2,909.8		638.8

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Pension and Other Postemployment Benefits (Tables)

6 Months Ended

Jun. 30, 2021

Defined Benefit Pension Plans [Member]

Components of Net Periodic Benefit Expense

Defined Benefit Pension Plans

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

	Six Months Ended June 30,
	2021		2020
Service cost	$	2.7	$	4.0
Interest cost	1.5		2.5
Expected return on plan assets	(0.5)		(0.5)
Amortization of prior service cost	0.4		0.4
Amortization of actuarial losses	4.6		2.7
	$	8.7	$	9.1

Postemployment Arrangements [Member]

Components of Net Periodic Benefit Expense

Postemployment Arrangements

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

	Six Months Ended June 30,
	2021		2020
Service cost	$	2.4	$	2.3
Interest cost	1.1		1.7
Amortization of prior service cost	2.1		2.1
Amortization of actuarial losses	1.9		1.1
	$	7.5	$	7.2

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COVID-19 Repositioning Costs (Tables)

6 Months Ended

Jun. 30, 2021

COVID-19 Repositioning Costs [Abstract]

COVID-19 Repositioning Liabilities

At June 30, 2021 the remaining liability for the COVID-19 repositioning costs was (in millions):

January 1, 2021	$	83.8
Payments	(23.4)
June 30, 2021	$	60.4

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Supplemental Cash Flow Data (Tables)

6 Months Ended

Jun. 30, 2021

Supplemental Cash Flow Data [Abstract]

Change in Operating Capital

The change in operating capital was (in millions):

	Six Months Ended June 30,
	2021		2020
(Increase) decrease in accounts receivable	$	382.6	$	2,349.8
(Increase) decrease in work in process and other current assets	(159.4)		59.1
Increase (decrease) in accounts payable	(1,150.7)		(3,657.1)
Increase (decrease) in customer advances, taxes payable and other current liabilities	(315.0)		(347.4)
Change in other assets and liabilities, net	151.3		9.8
Increase (decrease)	$	(1,091.2)	$	(1,585.8)
Income taxes paid	$	273.9	$	93.6
Interest paid	$	135.2	$	103.9

Supplemental Non-Cash Information Related to Leases

Supplemental non-cash information related to leases was (in millions):

	Six Months Ended June 30,
	2021		2020
Net increase in lease liability:
Operating leases	$	72.7	$	84.5
Finance leases	$	24.9	$	17.2

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Accumulated Other Comprehensive Income (Loss) (Tables)

6 Months Ended

Jun. 30, 2021

Accumulated Other Comprehensive Income (Loss) [Abstract]

Changes in Accumulated Other Comprehensive Income (Loss)

Changes in accumulated other comprehensive income (loss), net of income taxes were (in millions):

	Cash Flow Hedge		Defined Benefit Pension Plans and Postemployment Arrangements		Foreign Currency Translation		Total
	Six Months Ended June 30, 2021
January 1	$	(20.1)	$	(123.2)	$	(1,070.5)	$	(1,213.8)
Other comprehensive income (loss) before reclassifications	—		—		18.7		18.7
Reclassification from accumulated other comprehensive    income (loss)	2.0		5.6		—		7.6
June 30	$	(18.1)	$	(117.6)	$	(1,051.8)	$	(1,187.5)

	Six Months Ended June 30, 2020
January 1	$	(24.0)	$	(112.1)	$	(1,061.5)	$	(1,197.6)
Other comprehensive income (loss) before reclassifications	—		—		(265.3)		(265.3)
Reclassification from accumulated other comprehensive    income (loss)	2.0		4.3		—		6.3
June 30	$	(22.0)	$	(107.8)	$	(1,326.8)	$	(1,456.6)

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Fair Value (Tables)

6 Months Ended

Jun. 30, 2021

Fair Value [Abstract]

Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis

Financial assets and liabilities measured at fair value on a recurring basis were (in millions):

	June 30, 2021
	Level 1		Level 2		Level 3		Total
Assets:
Cash and cash equivalents	$	4,388.1					$	4,388.1
Marketable equity investments	1.3						1.3
Foreign currency derivatives			$	0.3			0.3
Liabilities:
Foreign currency derivatives			$	0.3			$	0.3
Contingent purchase price obligations					$	159.5	159.5

	December 31, 2020
	Level 1		Level 2		Level 3		Total
Assets:
Cash and cash equivalents	$	5,600.5					$	5,600.5
Marketable equity investments	1.6						1.6
Foreign currency derivative instruments			$	0.6			0.6
Liabilities:
Foreign currency derivatives			0.3				0.3
Contingent purchase price obligations					$	71.9	71.9

Changes in Contingent Purchase Price Obligations

Changes in contingent purchase price obligations were (in millions):

	Six Months Ended June 30,
	2021		2020
January 1	$	71.9	$	107.7
Acquisitions	92.2		10.0
Revaluation and interest	0.9		1.6
Payments	(5.4)		(12.8)
Foreign currency translation	(0.1)		(2.2)
June 30	$	159.5	$	104.3

Carrying Amount and Fair Value of Financial Assets and Liabilities

The carrying amount and fair value of our financial assets and liabilities were (in millions):

	June 30, 2021				December 31, 2020
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Assets:
Cash and cash equivalents	$	4,388.1	$	4,388.1	$	5,600.5	$	5,600.5
Marketable equity securities	1.3		1.3		1.6		1.6
Non-marketable equity securities	6.7		6.7		8.9		8.9
Foreign currency derivatives	0.3		0.3		0.6		0.6
Liabilities:
Short-term debt	$	9.3	$	9.3	$	3.9	$	3.9
Foreign currency derivatives	0.3		0.3		0.3		0.3
Contingent purchase price obligations	159.5		159.5		71.9		71.9
Long-term debt	5,300.7		5,729.6		5,807.3		6,380.6

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Revenue (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2020
Disaggregation of Revenue [Line Items]
Revenue	$ 3,571.6	$ 2,800.7	$ 6,998.6	$ 6,207.6
Contract assets and unbilled fees and costs	577.5	660.6	577.5	660.6	$ 501.1
Media and production costs	540.1	498.0	540.1	498.0	600.1
Work in process:	1,117.6	1,158.6	1,117.6	1,158.6	1,101.2
Customer advances	1,287.2	1,070.0	1,287.2	1,070.0	$ 1,361.3
North America
Disaggregation of Revenue [Line Items]
Revenue	1,957.4	1,664.0	3,929.9	3,661.3
UNITED STATES
Disaggregation of Revenue [Line Items]
Revenue	1,840.7	1,587.4	3,708.9	3,481.7
Latin America
Disaggregation of Revenue [Line Items]
Revenue	70.4	54.9	133.7	126.3
Europe
Disaggregation of Revenue [Line Items]
Revenue	1,044.1	727.5	1,985.1	1,650.8
Middle East and Africa
Disaggregation of Revenue [Line Items]
Revenue	52.3	34.5	102.5	90.1
Asia-Pacific
Disaggregation of Revenue [Line Items]
Revenue	447.4	319.8	847.4	679.1
Advertising
Disaggregation of Revenue [Line Items]
Revenue	2,014.5	1,530.1	4,018.2	3,463.4
CRM Precision Marketing
Disaggregation of Revenue [Line Items]
Revenue	293.6	214.0	563.0	446.0
CRM Commerce and Brand Consulting
Disaggregation of Revenue [Line Items]
Revenue	221.5	187.7	436.1	408.6
CRM Experiential
Disaggregation of Revenue [Line Items]
Revenue	124.0	78.5	212.4	209.8
CRM Execution & Support
Disaggregation of Revenue [Line Items]
Revenue	250.9	192.8	497.5	466.5
Public Relations
Disaggregation of Revenue [Line Items]
Revenue	345.9	298.1	663.4	631.8
Healthcare
Disaggregation of Revenue [Line Items]
Revenue	$ 321.2	$ 299.5	$ 608.0	$ 581.5

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Net Income (Loss) per Share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Net Income per Share [Abstract]
Net Income (Loss) - Omnicom Group Inc.	$ 348.2	$ (24.2)	$ 636.0	$ 234.0
Weighted Average Shares:
Basic	215.4	214.9	215.5	215.8
Dilutive stock options and restricted shares	1.7	0.5	1.5	0.7
Diluted	217.1	215.4	217.0	216.5
Anti-dilutive stock options and restricted shares	0.7	0.8	0.7	0.8
Net Income (Loss) per Share - Omnicom Group Inc.:
Basic	$ 1.62	$ (0.11)	$ 2.95	$ 1.08
Diluted	$ 1.60	$ (0.11)	$ 2.93	$ 1.08

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Goodwill and Intangible Assets (Details) - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2020
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill, Gross Carrying Value	$ 10,253.4		$ 10,141.6
Goodwill, Accumulated Amortization	(530.2)		(531.9)
Goodwill, Net Carrying Value	9,723.2	$ 9,255.1	9,609.7
Intangible assets:
Intangible assets:, Gross Carrying Value	1,121.0		1,115.7
Intangible assets:, Accumulated Amortization	(843.1)		(817.2)
Intangible assets:, Net Carrying Value	277.9		298.5
Changes in Goodwill
Goodwill, January 1	9,609.7	9,440.5
Goodwill, Acquisitions	17.8	1.7
Goodwill, Noncontrolling interests in acquired businesses	37.3	0.0
Goodwill, Contingent purchase price obligations of acquired businesses	88.0	0.0
Goodwill, Dispositions	(21.6)	(3.1)
Goodwill, Foreign currency translation	(8.0)	(184.0)
Goodwill, June 30	9,723.2	$ 9,255.1
Purchased and internally developed software
Intangible assets:
Intangible assets:, Gross Carrying Value	380.3		377.6
Intangible assets:, Accumulated Amortization	(313.7)		(307.0)
Intangible assets:, Net Carrying Value	66.6		70.6
Customer related and other
Intangible assets:
Intangible assets:, Gross Carrying Value	740.7		738.1
Intangible assets:, Accumulated Amortization	(529.4)		(510.2)
Intangible assets:, Net Carrying Value	$ 211.3		$ 227.9

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Debt (Details) - USD ($) $ in Millions			6 Months Ended
	May 28, 2021	Apr. 28, 2021	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2020
Short-Term Borrowings [Abstract]
Short-term debt			$ 9.3		$ 3.9
Long-Term Debt [Abstract]
Long-term debt, carrying amount			5,338.4		5,823.0
Unamortized premium (discount), net			(8.9)		(5.1)
Unamortized debt issuance costs			(30.5)		(27.0)
Unamortized deferred gain from settlement of interest rate swaps			1.7		16.4
Long-term debt			5,300.7		5,807.3
Proceeds from borrowings		$ 791.7	791.7	$ 1,186.6
Loss on extinguishment of debt	$ (26.6)
Credit Facility [Member]
Credit Facilities [Abstract]
Credit Facilities, maximum borrowing capacity			$ 2,500.0
Credit Facilities, expiration date			Feb. 14, 2025
Credit Facilities, amount outstanding			$ 0.0
Credit Facilities, covenant terms			The Credit Facility contains a financial covenant that requires us to maintain a Leverage Ratio of consolidated indebtedness to consolidated EBITDA (earnings before interest, taxes, depreciation, amortization and non-cash charges) of no more than 3.5 times for the most recently ended 12-month period. In October 2020, we amended the Credit Facility to increase the maximum Leverage Ratio to 4.0 times through December 31, 2021.
Credit Facilities, covenant compliance			At June 30, 2021, we were in compliance with this covenant as our Leverage Ratio was 2.2 times.
Commercial Paper [Member]
Credit Facilities [Abstract]
Credit Facilities, current borrowing capacity			$ 2,000.0
Credit Facilities, amount outstanding			0.0
Uncommitted credit lines [Member]
Credit Facilities [Abstract]
Credit Facilities, current borrowing capacity			966.2
Credit Facilities, amount outstanding			0.0
3.625% Senior Notes due 2022
Long-Term Debt [Abstract]
Long-term debt, carrying amount			$ 0.0		1,250.0
Long-term debt, interest rate			3.625%
3.65% Senior Notes due 2024
Long-Term Debt [Abstract]
Long-term debt, carrying amount			$ 750.0		750.0
Long-term debt, interest rate			3.65%
3.60% Senior Notes due 2026
Long-Term Debt [Abstract]
Long-term debt, carrying amount			$ 1,400.0		1,400.0
Long-term debt, interest rate			3.60%
€500 Million 0.80% Senior Notes due 2027
Long-Term Debt [Abstract]
Long-term debt, carrying amount			$ 594.2		611.5
Long-term debt, interest rate			0.80%
2.45% Senior Notes due 2030
Long-Term Debt [Abstract]
Long-term debt, carrying amount			$ 600.0		600.0
Long-term debt, interest rate			2.45%
4.20% Senior Notes due 2030
Long-Term Debt [Abstract]
Long-term debt, carrying amount			$ 600.0		600.0
Long-term debt, interest rate			4.20%
€500 Million 1.40% Senior Notes due 2031
Long-Term Debt [Abstract]
Long-term debt, carrying amount			$ 594.2		611.5
Long-term debt, interest rate			1.40%
2.60% Senior Notes due 2031
Long-Term Debt [Abstract]
Long-term debt, carrying amount		$ 800.0	$ 800.0		$ 0.0
Long-term debt, interest rate		2.60%	2.60%

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Segment Reporting (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Revenue and Long-Lived Assets and Goodwill by Geographic Region
Revenue	$ 3,571.6	$ 2,800.7	$ 6,998.6	$ 6,207.6
Americas
Revenue and Long-Lived Assets and Goodwill by Geographic Region
Revenue	2,027.8	1,718.9	4,063.6	3,787.6
Long-lived assets and goodwill	7,689.5	7,574.8	7,689.5	7,574.8
EMEA
Revenue and Long-Lived Assets and Goodwill by Geographic Region
Revenue	1,096.4	762.0	2,087.6	1,740.9
Long-lived assets and goodwill	3,091.1	2,909.8	3,091.1	2,909.8
Asia-Pacific
Revenue and Long-Lived Assets and Goodwill by Geographic Region
Revenue	447.4	319.8	847.4	679.1
Long-lived assets and goodwill	$ 634.5	$ 638.8	$ 634.5	$ 638.8

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Income Taxes (Details) - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
Income Taxes [Abstract]
Effective tax rate	25.80%	30.60%
Unrecognized tax benefits	$ 182.3
Unrecognized tax benefits that would impact effective tax rate	$ 173.4

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Pension and Other Postemployment Benefits (Details) - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
Defined Benefit Pension Plans [Member]
Components of Net Periodic Benefit Expense
Service cost	$ 2.7	$ 4.0
Interest cost	1.5	2.5
Expected return on plan assets	(0.5)	(0.5)
Amortization of prior service cost	0.4	0.4
Amortization of actuarial losses	4.6	2.7
Net periodic benefit expense	8.7	9.1
Employer contributions	0.3	0.5
Postemployment Arrangements [Member]
Components of Net Periodic Benefit Expense
Service cost	2.4	2.3
Interest cost	1.1	1.7
Amortization of prior service cost	2.1	2.1
Amortization of actuarial losses	1.9	1.1
Net periodic benefit expense	$ 7.5	$ 7.2

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Disposition of Subsidiary (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
Disposition of Subsidiary [Abstract]
Gain on disposition of subsidiary	$ 50.5	$ 0.0	$ 50.5	$ 0.0

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COVID-19 Repositioning Costs (Details) $ in Millions	6 Months Ended
	Jun. 30, 2021 USD ($)
Repositioning Liabilities [Roll Forward]
Repositioning Liabilities, January 1, 2021	$ 83.8
Repositioning Liabilities, Payments	(23.4)
Repositioning Liabilities, June 30, 2021	$ 60.4

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Supplemental Cash Flow Data (Details) - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
Change in Operating Capital [Abstract]
(Increase) decrease in accounts receivable	$ 382.6	$ 2,349.8
(Increase) decrease in work in process and other current assets	(159.4)	59.1
Increase (decrease) in accounts payable	(1,150.7)	(3,657.1)
Increase (decrease) in customer advances, taxes payable and other current liabilities	(315.0)	(347.4)
Change in other assets and liabilities, net	151.3	9.8
Increase (decrease)	(1,091.2)	(1,585.8)
Income taxes paid	273.9	93.6
Interest paid	135.2	103.9
Operating leases, Net increase in lease liability	72.7	84.5
Finance leases, Net increase in lease liability	$ 24.9	$ 17.2

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Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
Changes in Accumulated Other Comprehensive Income (Loss)
January 1	$ (1,213.8)	$ (1,197.6)
Other comprehensive income (loss) before reclassifications	18.7	(265.3)
Reclassification from accumulated other comprehensive income (loss)	7.6	6.3
June 30	(1,187.5)	(1,456.6)
Cash Flow Hedge
Changes in Accumulated Other Comprehensive Income (Loss)
January 1	(20.1)	(24.0)
Other comprehensive income (loss) before reclassifications	0.0	0.0
Reclassification from accumulated other comprehensive income (loss)	2.0	2.0
June 30	(18.1)	(22.0)
Defined Benefit Pension Plans and Postemployment Arrangements
Changes in Accumulated Other Comprehensive Income (Loss)
January 1	(123.2)	(112.1)
Other comprehensive income (loss) before reclassifications	0.0	0.0
Reclassification from accumulated other comprehensive income (loss)	5.6	4.3
June 30	(117.6)	(107.8)
Foreign Currency Translation
Changes in Accumulated Other Comprehensive Income (Loss)
January 1	(1,070.5)	(1,061.5)
Other comprehensive income (loss) before reclassifications	18.7	(265.3)
Reclassification from accumulated other comprehensive income (loss)	0.0	0.0
June 30	$ (1,051.8)	$ (1,326.8)

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Fair Value (Details) - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2020
Carrying Amount
Assets:
Cash and cash equivalents	$ 4,388.1		$ 5,600.5
Marketable equity securities	1.3		1.6
Non-marketable equity securities	6.7		8.9
Foreign currency derivatives	0.3		0.6
Liabilities:
Short-term debt	9.3		3.9
Foreign currency derivatives	0.3		0.3
Contingent purchase price obligations	159.5		71.9
Long-term debt	5,300.7		5,807.3
Fair Value
Assets:
Cash and cash equivalents	4,388.1		5,600.5
Marketable equity securities	1.3		1.6
Non-marketable equity securities	6.7		8.9
Foreign currency derivatives	0.3		0.6
Liabilities:
Short-term debt	9.3		3.9
Foreign currency derivatives	0.3		0.3
Contingent purchase price obligations	159.5		71.9
Long-term debt	5,729.6		6,380.6
Contingent purchase price obligations
Changes in Contingent Purchase Price Obligations [Roll Forward]
January 1	71.9	$ 107.7
Acquisitions	92.2	10.0
Revaluation and interest	0.9	1.6
Payments	(5.4)	(12.8)
Foreign currency translation	(0.1)	(2.2)
June 30	159.5	$ 104.3
Fair Value, Recurring [Member]
Assets:
Cash and cash equivalents	4,388.1		5,600.5
Marketable equity securities	1.3		1.6
Foreign currency derivatives	0.3		0.6
Liabilities:
Foreign currency derivatives	0.3		0.3
Contingent purchase price obligations	159.5		71.9
Fair Value, Recurring [Member] | Level 1
Assets:
Cash and cash equivalents	4,388.1		5,600.5
Marketable equity securities	1.3		1.6
Fair Value, Recurring [Member] | Level 2
Assets:
Foreign currency derivatives	0.3		0.6
Liabilities:
Foreign currency derivatives	0.3		0.3
Fair Value, Recurring [Member] | Level 3
Liabilities:
Contingent purchase price obligations	$ 159.5		$ 71.9