8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

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

Date of Report (Date of earliest event reported): February 11, 2020

OMNICOM GROUP INC.

(Exact Name of Registrant as Specified in its Charter)

New York (State or other jurisdiction
of incorporation) 1-10551 (Commission
File Number) 13-1514814 (IRS Employer
Identification No.)

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

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

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $0.15 per share	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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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.  ¨

Item 2.02 Results of Operations and Financial Condition.

On February 11, 2020, Omnicom Group Inc. (“Omnicom” or the “Company”) published an earnings release reporting its financial results for the three and twelve months ended December 31, 2019. A copy of the earnings release is attached as Exhibit 99.1 hereto and is incorporated by reference herein. Following the publication of the earnings release, Omnicom hosted an earnings call in which its financial results were discussed. The investor presentation materials used for the call are attached as Exhibit 99.2 hereto and are incorporated by reference herein.

On February 11, 2020, Omnicom posted the materials attached as Exhibits 99.1 and 99.2 on its website (www.omnicomgroup.com).

Certain statements in the exhibits to this Current Report on Form 8-K constitute forward-looking statements, including statements within the meaning of the Private Securities Litigation Reform Act of 1995. In addition, from time to time, the Company or its representatives have made, or may make, forward-looking statements, orally or in writing. These statements may discuss goals, intentions and expectations as to future plans, trends, events, results of operations or financial condition, or otherwise, based on current beliefs of the Company’s management as well as assumptions made by, and information currently available to, the Company’s management. Forward-looking statements may be accompanied by words such as “aim,” “anticipate,” “believe,” “plan,” “could,” “should,” “would,” “estimate,” “expect,” “forecast,” “future,” “guidance,” “intend,” “may,” “will,” “possible,” “potential,” “predict,” “project” or similar words, phrases or expressions. These forward-looking statements are subject to various risks and uncertainties, many of which are outside the Company’s control. Therefore, you should not place undue reliance on such statements. Factors that could cause actual results to differ materially from those in the forward-looking statements include: international, national or local economic conditions that could adversely affect the Company or its clients; losses on media purchases and production costs incurred on behalf of clients; reductions in client spending, a slowdown in client payments and a deterioration in the credit markets; the ability to attract new clients and retain existing clients in the manner anticipated; changes in client advertising, marketing and corporate communications requirements; failure to manage potential conflicts of interest between or among clients; unanticipated changes relating to competitive factors in the advertising, marketing and corporate communications industries; the ability to hire and retain key personnel; currency exchange rate fluctuations; reliance on information technology systems; changes in legislation or governmental regulations affecting the Company or its clients; risks associated with assumptions the Company makes in connection with its critical accounting estimates and legal proceedings; and the Company’s international operations, which are subject to the risks of currency repatriation restrictions, social or political conditions and regulatory environment. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties that may affect the Company’s business, including those described in Item 1A, “Risk Factors” in Omnicom's most recent Annual Report on Form 10-K and other documents filed from time to time with the Securities and Exchange Commission. Except as required under applicable law, the Company does not assume any obligation to update these forward-looking statements.

The foregoing information (including the exhibits hereto) is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1	Earnings release dated February 11, 2020.
99.2 104	Investor presentation materials dated February 11, 2020. The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

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 hereunto duly authorized.

Omnicom Group Inc.
By:	/s/ Andrew L. Castellaneta
	Name:	Andrew L. Castellaneta
	Title:	Senior Vice President,
		Chief Accounting Officer

Date: February 11, 2020

EX-99.1

Exhibit 99.1

 

Omnicom Group Reports Fourth Quarter and Full Year 2019 Results

NEW YORK, February 11, 2020 - Omnicom Group Inc. (NYSE: OMC) today announced that its diluted net income per share for the fourth quarter of 2019 increased twelve cents, or 6.8%, to $1.89 per share compared to $1.77 for the fourth quarter of 2018. Net income - Omnicom Group Inc. for the fourth quarter of 2019 increased $15.8 million, or 4.0%, to $415.0 million compared to $399.2 million in the fourth quarter of 2018.

Omnicom’s worldwide revenue in the fourth quarter of 2019 increased 1.3% to $4,141.2 million from $4,086.7 million in the fourth quarter of 2018. The components of the change in revenue included a decrease in revenue from the negative impact of foreign currency translation of 0.9%, a decrease in acquisition revenue, net of disposition revenue of 1.2% and an increase in revenue from organic growth of 3.5% when compared to the fourth quarter of 2018.

Organic growth in the fourth quarter of 2019 as compared to the fourth quarter of 2018 in our five fundamental disciplines was as follows: Advertising increased 5.1%, CRM Consumer Experience increased 3.3%, CRM Execution & Support decreased 6.0%, Public Relations decreased 2.5% and Healthcare increased 12.9%.

Across our regional markets, organic growth in the fourth quarter of 2019 as compared to the fourth quarter of 2018 was as follows: the United States increased 2.8%, Other North America decreased 2.3%, the United Kingdom increased 3.3%, the Euro Markets and Other Europe increased 4.7%, Asia Pacific increased 4.5%, Latin America decreased 1.3% and the Middle East and Africa increased 19.5%.

Operating profit in the fourth quarter of 2019 increased $19.2 million, or 3.1%, to $646.4 million from $627.2 million during the fourth quarter of 2018. Our operating margin for the fourth quarter of 2019 increased to 15.6% versus 15.3% for the fourth quarter of 2018.

For the fourth quarter of 2019, our effective income tax rate was 26.1%, which was unchanged when compared to the same period in 2018.

 

Omnicom Group Inc.

Full Year

Diluted net income per share for the twelve months ended December 31, 2019 increased twenty-three cents, or 3.9%, to $6.06 per share compared to $5.83 per share for the twelve months ended December 31, 2018. Net income - Omnicom Group Inc. for the twelve months ended December 31, 2019 increased $12.7 million, or 1.0%, to $1,339.1 million compared to $1,326.4 million in the same period in 2018.

Net income - Omnicom Group Inc. for the twelve months ended December 31, 2018 includes a net after-tax increase of $18.2 million as a result of a net gain on dispositions of certain subsidiaries, less charges in connection with repositioning actions and an increase to income tax expense for adjustments related to the 2017 provisional amounts for the effect of the Tax Cuts and Jobs Act (the "2017 Tax Act"), as discussed further below.

Adjusting for the impact of those items, net income - Omnicom Group Inc. for the twelve months ended December 31, 2019 would have increased $30.9 million and diluted net income per share would have increased thirty-one cents per share, or 5.4%.

Primarily due to the negative effects of foreign exchange rates and disposition activity in excess of acquisitions over the past year, worldwide revenue for the twelve months ended December 31, 2019 decreased 2.2% to $14,953.7 million from $15,290.2 million in the same period of 2018. The components of the change in revenue included a decrease in revenue from the negative impact of foreign currency translation of 2.1%, a decrease in acquisition revenue, net of disposition revenue of 2.9% and an increase in revenue from organic growth of 2.8% when compared to the same period of 2018.

Organic growth for the twelve months ended December 31, 2019 compared to the same period in 2018 in our five fundamental disciplines was as follows: Advertising increased 4.5%, CRM Consumer Experience increased 1.6%, CRM Execution & Support decreased 3.2%, Public Relations decreased 2.0% and Healthcare increased 9.5%.

Across our regional markets, organic growth for the twelve months ended December 31, 2019 as compared to the same period of 2018 was as follows: the United States increased 2.7%, Other North America increased 4.2%, the United Kingdom increased 3.3%, the Euro Markets and Other Europe increased 3.0%,

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Omnicom Group Inc.

Asia Pacific increased 2.2%, Latin America decreased 0.2% and the Middle East and Africa increased 6.5%.

Operating profit for the twelve months ended December 31, 2019 decreased $11.2 million, or 0.5%, to $2,122.3 million from $2,133.5 million for the twelve months ended December 31, 2018. Our operating margin for the twelve months ended December 31, 2019 increased to 14.2% versus 14.0% for the same period of 2018. Operating profit for the twelve months ended December 31, 2018 reflects a net pre-tax increase of $29.0 million from the net gain on dispositions of certain subsidiaries of $178.4 million, which arose primarily from the sale of Sellbytel, our European-based outsourced sales, service and support business, less expenses of $149.4 million in connection with repositioning actions related to the continuing improvement of the strategic position and operating efficiencies of our businesses.

Adjusting for the impact of those items, operating profit for the twelve months ended December 31, 2019 increased $17.8 million, or 0.8%, to $2,122.3 million from $2,104.5 million for the same period in 2018, while operating margin for the twelve months ended December 31, 2019 increased to 14.2% versus 13.8% for the same period of 2018.

For the twelve months ended December 31, 2019, our effective income tax rate was 26.0% compared to 25.6% for the same period in 2018. The effective tax rate for the twelve months of 2018 reflects the impact of a lower tax rate on the net gain on dispositions of subsidiaries in the third quarter of 2018, substantially offset by an increase in tax expense reflecting an adjustment to the provisional amounts related to the 2017 Tax Act.

Non-GAAP Financial Measures

We use certain non-GAAP financial measures in describing our performance. 2018 Non-GAAP Adjusted results (which include Operating Profit - 2018 Non-GAAP Adjusted and Net Income - Omnicom Group Inc., 2018 Non-GAAP Adjusted), which adjusts for the impact of the net gain recognized on dispositions of certain subsidiaries, certain repositioning actions and the revision of the provisional income tax expense amounts recorded in connection with the enactment of the 2017 Tax Act, are presented in the full year results presented above and in the tables in this release. We believe that the 2018 Non-GAAP Adjusted results are useful measures for investors to understand the impact these actions had on the comparability of our reported results.

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Omnicom Group Inc.

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.

Definitions - Components of Revenue Change

We use certain terms in describing the components of the change in revenue above.

Foreign exchange rate impact: calculated by translating the current period’s local currency revenue using the prior period average exchange rates to derive current period constant currency revenue. The foreign exchange rate impact is the difference between the current period revenue in U.S. Dollars and the current period constant currency revenue.

Acquisition revenue, net of disposition revenue: 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 date 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 disposals through the disposition date. The acquisition revenue and disposition revenue amounts are netted in the description above.

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

About Omnicom Group Inc.

Omnicom Group Inc. (NYSE: OMC) (www.omnicomgroup.com) is a leading global marketing and corporate communications company. Omnicom’s branded networks and numerous specialty firms provide advertising, strategic media planning and buying, digital and interactive marketing, direct and promotional marketing, public relations and other specialty communications services to over 5,000 clients in more than 100 countries. Follow us on Twitter for the latest news.

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For a live webcast or a replay of our fourth quarter earnings conference call, go to http://investor.omnicomgroup.com/investor-relations/news-events-and-filings.

Contacts

Investor Relations:	Media:
Shub Mukherjee	Joanne Trout
shub.mukherjee@omnicomgroup.com	joanne.trout@omnicomgroup.com

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Omnicom Group Inc.

Consolidated Statements of Income

Three Months Ended December 31

(Unaudited)

(Dollars in Millions, Except Per Share Data)

	2019		2018
Revenue	$	4,141.2	$	4,086.7
Operating Expenses:
Salary and service costs	3,034.7		2,986.3
Occupancy and other costs	306.4		292.9
Costs of services	3,341.1		3,279.2
Selling, general and administrative expenses	97.5		119.0
Depreciation and amortization	56.2		61.3
	3,494.8		3,459.5
Operating Profit	646.4		627.2
Interest Expense	52.0		68.3
Interest Income	13.4		15.2
Income Before Income Taxes	607.8		574.1
Income Tax Expense	158.8		149.7
Income From Equity Method Investments	0.8		5.3
Net Income	449.8		429.7
Net Income Attributed To Noncontrolling Interests	34.8		30.5
Net Income - Omnicom Group Inc.	$	415.0	$	399.2
Net income per share  -  Omnicom Group Inc.
Basic	$	1.90	$	1.78
Diluted	$	1.89	$	1.77
Weighted average shares (in millions)
Basic	218.2		224.6
Diluted	219.3		225.6
Dividends Declared Per Common Share	$	0.65	$	0.60

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Omnicom Group Inc.

Consolidated Statements of Income

Twelve Months Ended December 31

(Unaudited)

(Dollars in Millions, Except Per Share Data)

	2019		2018 (a) (b)
Revenue	$	14,953.7	$	15,290.2
Operating Expenses:
Salary and service costs	10,972.2		11,306.1
Occupancy and other costs	1,221.8		1,309.6
Net gain on dispositions of subsidiaries	—		(178.4)
Costs of services	12,194.0		12,437.3
Selling, general and administrative expenses	405.9		455.4
Depreciation and amortization	231.5		264.0
	12,831.4		13,156.7
Operating Profit	2,122.3		2,133.5
Interest Expense	244.3		266.4
Interest Income	60.3		57.2
Income Before Income Taxes	1,938.3		1,924.3
Income Tax Expense	504.4		492.7
Income From Equity Method Investments	2.0		8.9
Net Income	1,435.9		1,440.5
Net Income Attributed To Noncontrolling Interests	96.8		114.1
Net Income - Omnicom Group Inc.	$	1,339.1	$	1,326.4
Net income per share  -  Omnicom Group Inc.
Basic	$	6.09	$	5.85
Diluted	$	6.06	$	5.83
Weighted average shares (in millions)
Basic	219.8		226.6
Diluted	220.9		227.6
Dividends Declared Per Common Share	$	2.60	$	2.40

(a) During the third quarter of 2018, we disposed of certain subsidiaries and recorded a net gain, primarily related to the sale of Sellbytel, our outsourced sales, service and support company. Additionally, during the third quarter of 2018, we recorded expenses for certain repositioning actions related to the continued improvement of our strategic position and operating efficiencies of our businesses. Lastly, income tax expense in the third quarter of 2018 includes additional expense related to an adjustment to the estimate of the impact of the 2017 Tax Act, as described in footnote (b) below. The net impact of these items increased operating profit by $29.0 million and Net Income - Omnicom Group Inc. by $18.2 million for the twelve months ended December 31, 2018. Additional information regarding the net gain and repositioning actions is presented in the tables on the following pages.

(b) Income tax expense for the twelve months ended December 31, 2018 reflected a net increase of $28.9 million related to an adjustment, recorded in the third quarter of 2018, to the provisional amounts recorded for the 2017 Tax Act.

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Omnicom Group Inc.

Impact of Net Gain on Third Quarter 2018 Dispositions and Repositioning Actions on Operating Expenses

Twelve Months Ended December 31, 2018

(Unaudited)

(Dollars in Millions)

	Repositioning Actions		Net Gain on Dispositions		Total
Operating Expenses (a):
Salary and service costs	$	73.7	$	—	$	73.7
Occupancy and other costs	73.5		—		73.5
Net gain on dispositions of subsidiaries	—		(178.4)		(178.4)
Costs of services	147.2		(178.4)		(31.2)
Selling, general and administrative expenses	2.2		—		2.2
Depreciation and amortization	—		—		—
Operating Expenses	$	149.4	$	(178.4)	$	(29.0)

(a) The table above identifies the impact of the pre-tax gain on dispositions of certain subsidiaries and repositioning actions we took in the third quarter of 2018 on the components of our operating expenses for the twelve months ended December 31, 2018.

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Omnicom Group Inc.

Non-GAAP Financial Measures - Adjusted for the Net Gain on Third Quarter 2018 Dispositions, Repositioning Actions and Tax Reform Act Adjustments

Twelve Months Ended December 31

(Unaudited)

(Dollars in Millions, Except Per Share Data)

	2019		2018 (a) (b)		2018 Non-GAAP Adjusted (a) (b)
Operating Profit	$	2,122.3	$	2,133.5	$	2,104.5
Net Interest Expense	184.0		209.2		209.2
Income Tax Expense	504.4		492.7		488.8
Income From Equity Method Investments	2.0		8.9		8.9
Net Income Attributed To Noncontrolling Interests	96.8		114.1		107.2
Net Income - Omnicom Group Inc.	$	1,339.1	$	1,326.4	$	1,308.2
Diluted net income per share  -  Omnicom Group Inc.	$	6.06	$	5.83	$	5.75
Diluted weighted average shares (in millions)	220.9		227.6		227.6

The table above identifies the U.S. GAAP financial measures of Operating Profit, Net Income - Omnicom Group Inc. and diluted net income per share - Omnicom Group Inc., as well as the non-GAAP financial measures adjusted for the impact of the net gain recognized on dispositions of certain subsidiaries, certain repositioning actions and the revision of the provisional income tax expense amounts recorded in connection with the enactment of the 2017 Tax Act, in the column entitled "2018 Non-GAAP Adjusted" for the twelve months ended December 31, 2018. We believe that the amounts presented in the "2018 Non-GAAP Adjusted" column are useful measures for investors to understand the impact these items had on the comparability of our reported results. 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.

(a) During the third quarter of 2018, we disposed of certain subsidiaries and recorded a net gain, primarily related to the sale of Sellbytel, our outsourced sales, service and support company. Additionally, during the third quarter of 2018, we recorded expenses for certain repositioning actions related to the continued improvement of our strategic position and operating efficiencies of our businesses. Lastly, income tax expense in the third quarter of 2018 includes additional expense related to an adjustment to the estimate of the impact of the 2017 Tax Act, as described in footnote (b) below. The net impact of these items increased operating profit by $29.0 million and Net Income - Omnicom Group Inc. by $18.2 million for the twelve months ended December 31, 2018. Additional information regarding the net gain and repositioning actions are presented in the table on the preceding page.

(b) Income tax expense for the twelve months ended December 31, 2018 reflected a net increase of $28.9 million related to an adjustment, recorded in the third quarter of 2018, to the provisional amounts recorded for the 2017 Tax Act recorded in the third quarter of 2018.

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Omnicom Group Inc.

Reconciliation of Non-GAAP Financial Measures - Operating Profit, 2018 Non-GAAP Adjusted

Twelve Months Ended December 31

(Unaudited)

(Dollars in Millions)

	2019			2018
Net Income -  Omnicom Group Inc.	$	1,339.1		$	1,326.4
Net Income Attributed To Noncontrolling Interests	96.8			114.1
Net Income	1,435.9			1,440.5
Income From Equity Method Investments	2.0			8.9
Income Tax Expense	504.4			492.7
Income Before Income Taxes	1,938.3			1,924.3
Interest Income	60.3			57.2
Interest Expense	244.3			266.4
Operating Profit	2,122.3			2,133.5
Net gain on dispositions of subsidiaries	—			(178.4)
Repositioning actions	—			149.4
Operating Profit, 2018 Non-GAAP Adjusted	$	—		$	2,104.5
Revenue	$	—		$	15,290.2
Operating Profit, 2018 Non-GAAP Adjusted	$	—		$	2,104.5
Operating Margin, 2018 Non-GAAP Adjusted	—		%	13.8		%

The table above reconciles the U.S. GAAP financial measures of Operating Profit and Operating Margin to the non-GAAP financial measures of Operating Profit, 2018 Non-GAAP Adjusted and Operating Margin, 2018 Non-GAAP Adjusted, which adjusts for the impact of the net gain recognized on dispositions of certain subsidiaries and expenses in connection with certain repositioning actions, all of which were recorded in the third quarter of 2018, for the twelve months ended December 31, 2018. We believe that the amounts adjusted for the impact of these items are useful measures for investors to understand the impact these actions had on the comparability of our reported results. 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.

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Omnicom Group Inc.

Reconciliation of Non-GAAP Financial Measures - Net Income - Omnicom Group Inc., 2018 Non-GAAP Adjusted

Twelve Months Ended December 31, 2018

(Unaudited)

(Dollars in Millions)

	Twelve Months Ended December 31, 2018
Net Income -  Omnicom Group Inc., as reported	$	1,326.4
Net gain on dispositions, before income tax expense	(178.4)
Repositioning actions - Incremental Severance and other items, before income tax expense	75.9
Repositioning actions - Lease terminations, before income tax expense	73.5
Income tax benefit on repositioning actions, less income tax expense on net gain from dispositions	(25.0)
Allocation of above items to non-controlling interests	6.9
Increase in income tax expense for revision of provisional estimates in connection with adoption of 2017 Tax Act	28.9
Net Income -  Omnicom Group Inc., 2018 Non-GAAP Adjusted	$	1,308.2

The table above reconciles the U.S. GAAP financial measure of Net Income - Omnicom Group Inc. to the non-GAAP financial measure of Net Income - Omnicom Group Inc., 2018 Non-GAAP Adjusted, which adjusts for the impact of the net gain recognized on dispositions of certain subsidiaries, certain repositioning actions and the revision of the provisional income tax expense amounts recorded in connection with the enactment of the 2017 Tax Act, for the twelve months ended December 31, 2018. We believe the amounts adjusted for the impact of these items are useful measures for investors to understand the impact these actions had on the comparability of our reported results. 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.

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EX-99.2

Exhibit 99.2

Fourth Quarter 2019 Results February 11, 2020 Investor Presentation

2019 vs. 2018 P&L Summary Fourth Quarter Fourth Quarter 2019 2018 Revenue $ 4,141.2 $ 4,086.7 Operating Expenses (a) 3,494.8 3,459.5 Operating Profit 646.4 627.2 Net Interest Expense 38.6 53.1 Income Tax Expense 158.8 149.7 Tax Rate % 26.1% 26.1% Income From Equity Method Investments 0.8 5.3 Net Income Attributed To Noncontrolling Interests 34.8 30.5 Net Income - Omnicom Group Inc. $ 415.0 $ 399.2 1 February 11, 2020 (a) Additional information on our operating expenses can be found on page 21.

2019 vs. 2018 Earnings per Share – Diluted Fourth Quarter 2 February 11, 2020 Fourth Quarter 2019 2018 Net Income - Omnicom Group Inc. $ 415.0 $ 399.2 Diluted Shares (millions) 219.3 225.6 Earnings per Share - Diluted $ 1.89 $ 1.77 Dividends Declared Per Common Share $ 0.65 $ 0.60

2019 vs. 2018 P&L Summary Full Year Full Year 2019 2018 (b) (c) Revenue $ 14,953.7 $ 15,290.2 Operating Expenses (a) 12,831.4 13,156.7 Operating Profit 2,122.3 2,133.5 Net Interest Expense 184.0 209.2 Income Tax Expense 504.4 492.7 Tax Rate % 26.0% 25.6% Income From Equity Method Investments 2.0 8.9 Net Income Attributed To Noncontrolling Interests 96.8 114.1 Net Income - Omnicom Group Inc. $ 1,339.1 $ 1,326.4 3 February 11, 2020 (a) Additional information on our operating expenses can be found on on page 21. (b) During the third quarter of 2018 , we disposed of certain subsidiaries and recorded a net gain, primarily related to the sale of Sellbytel, our outsourced sal es, service and support company. Additionally, during the third quarter of 2018, we recorded expenses for certain repositioning actions related to the continued improvement of our strategic position and operating efficiencies of our businesses. Lastly, income tax expense for the three months ended September 30, 2018 includes additional expense related to an adjustment to the estimate of the impact of the Tax Cuts and Job Act (the "2017 Tax Act"), as described in footnote (c) below. The net impact of these items increased operating profit by $29.0 million and Net Income - Omnicom Group Inc. by $18.2 million for the twelve months ended December 31, 2018. Please see page 22 for additional information regarding the gain and repositioning charges. (c) Income tax expense for the twelve months ended December 31, 2018 reflected a net increase of $28.9 million related to an adju stm ent, recorded in the third quarter of 2018, to the provisional amounts recorded for the 2017 Tax Act.

2019 vs. 2018 Earnings per Share – Diluted Full Year (a) During the third quarter of 2018 , we disposed of certain subsidiaries and recorded a net gain, primarily related to the sale of Sellbytel, our outsourced sal es, service and support company, took certain repositioning actions and recorded additional income tax expense related to an adjustment to the effects of the 2017 Tax Act as described on page 3. The net impact of these items increased Net Income - Omnicom Group Inc, by $18.2 million and Earnings per Share - Diluted by $0.08 per common share for the twelve months ended December 31, 2018. Please see page 22 for additional information regarding the gain and repositioning charges. Full Year 2019 2018 (a) Net Income - Omnicom Group Inc. $ 1,339.1 $ 1,326.4 Diluted Shares (millions) 220.9 227.6 Earnings per Share - Diluted $ 6.06 $ 5.83 Dividends Declared Per Common Share $ 2.60 $ 2.40 4 February 11, 2020

2019 vs . 2018 Non - GAAP Financial Measures - Adjusted for the Impact of Third Quarter 2018 Dispositions, Repositioning Actions and the 2017 Tax Act Full Year 2019 2018 (a) (b) 2018 Non - GAAP Adjusted (a) (b) Operating Profit $ 2,122.3 $ 2,133.5 $ 2,104.5 Net Interest Expense 184.0 209.2 209.2 Income Tax Expense 504.4 492.7 488.8 Tax Rate % 26.0% 25.6% 25.8% Income From Equity Method Investments 2.0 8.9 8.9 Net Income Attributed To Noncontrolling Interests 96.8 114.1 107.2 Net Income - Omnicom Group Inc. $ 1,339.1 $ 1,326.4 $ 1,308.2 5 February 11, 2020 The above table, along with the table on page 6, identifies the U.S. GAAP financial measures of Operating Profit and Net Inco me - Omnicom Group Inc. as reported, as well as the non - GAAP financial measures adjusted for the impact of the net gain recognized on dispositions of certain subsidiaries, cert ain repositioning actions and the revision of the provisional income tax expense amounts recorded in connection with the enactment of the 2017 Tax Act, in the column entitled "2018 Non - GAAP Adjusted" for the twelve months ended December 31, 2018 . We believe that the amounts presented in the "2018 Non - GAAP Adjusted" column are useful measures for investors to understand the impact these items had on the comparability of our reported results. Non - GAAP financial measures should not be considered in is olation 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. Please see page 30 for the definition of this measure and pages 26, 28 and 29 for the reconciliation of non - GAAP financial meas ures, which reconciles the reported U.S. GAAP financial measures to the non - GAAP amounts presented above. (a) Please refer to footnote (b) on page 3 and additional information on page 26. (b) Please refer to footnote (c) on page 3.

2019 vs . 2018 Non - GAAP Financial Measures - Adjusted for the Impact of Third Quarter 2018 Dispositions, Repositioning Actions and the 2017 Tax Act 6 February 11, 2020 Full Year 2019 2018 (a) 2018 Non - GAAP Adjusted (a) Net Income - Omnicom Group Inc. $ 1,339.1 $ 1,326.4 $ 1,308.2 Diluted Shares (millions) 220.9 227.6 227.6 Earnings per Share - Diluted $ 6.06 $ 5.83 $ 5.75 Dividends Declared Per Common Share $ 2.60 $ 2.40 $ 2.40 The above table, along with the table on page 5, identifies the U.S. GAAP financial measures of Net Income - Omnicom Group Inc. and Earnings per Share - Diluted as reported, as well as the non - GAAP financial measures adjusted for the impact of the net gain recognized on dispositions of certain subsid iaries, certain repositioning actions and the revision of the provisional income tax expense amounts recorded in connection with the enactment of the 2017 Tax Act, in the column entitled "2018 Non - GAAP Adjusted" for the twelve months ended Decem ber 31, 2018 . We believe that the amounts presented in the "2018 Non - GAAP Adjusted" column are useful measures for investors to understand the impact these items had on the comparability of our reported results. Non - GAAP financial measures should not be considered in is olation 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. Please see page 30 for the definition of this measure and pages 26, 28 and 29 for the reconciliation of non - GAAP fin ancial measures, which reconciles the reported U.S. GAAP financial measures to the non - GAAP amounts presented above. (a) Please refer to footnote (a) on page 4 and additional information on page 26.

2019 Total Revenue Change Fourth Quarter Full Year $ % ∆ $ % ∆ Prior Period Revenue $ 4,086.7 $ 15,290.2 Foreign exchange rate impact (a) Acquisition revenue, net of disposition revenue (b) (37.0) (50.6) - 0.9% - 1.2% (315.9) (445.1) - 2.1% - 2.9% Organic growth (c) 142.1 3. 5 % 424.5 2. 8 % Current Period Revenue $ 4,141.2 1. 3 % $ 14,953.7 - 2.2% 7 February 11, 2020 (a) Foreign exchange rate impact: calculated by translating the current period’s local currency revenue using the prior period average exchange rates to derive current period constant currency revenue. The foreign exchange rate impact is the difference between the current period revenue in U.S. Dollars and the current period constant currency revenue. (b) Acquisition revenue, net of disposition revenue: Acquisition revenue is calculated as if the acquisition occurred twelve mont hs 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 date is attributed to organ ic 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 disposals through the dispo sit ion date. The acquisition revenue and disposition revenue amounts are netted in the presentation above. (c) Organic growth: calculated by subtracting the foreign exchange rate impact, and the acquisition revenue, net of disposition r eve nue components from total revenue growth.

2019 Revenue by Discipline Advertising 58.2% CRM Consumer Experience 17.0% Execution & Support 8.5% PR 8.6% Healt h care 7.7% Advertising 56.5% CRM Consumer Experience 17.5% PR 9.2% Healt h care 7.7% Fourth Quarter CRM Full Year CRM Execution & Support 9.1% $ Mix % Growth % Organic Growth (a) $ 2,409.3 3.8% 5.1% Advertising CRM Consumer Experience 704.9 2.1% 3.3% $ Mix % Growth % Organic Growth (a) $ 8,451.7 2.1% 4.5% Advertising CRM Consumer Experience 2,610.0 - 0.7% 1.6% CRM Execution & Support PR 351.6 358.3 - 17.3% - 3.2% - 6.0% - 2.5% CRM Execution & Support PR 1,361.2 1,378.9 - 28.0% - 3.9% Healthcare 317.1 12.9% 12.9% Healthcare 1,151.9 9.4% Total $ 4,141.2 1.3% 3.5% Total $ 14,953.7 - 2.2% (a) “Organic Growth” reflects the year - over - year increase or decrease in revenue from the prior period, excluding the foreign exchan ge rate impact, acquisition revenue, net of disposition revenue, as defined on page 7. 8 February 11, 2020

UK 9.6% Euro Markets & Other Europe 17.9% Asia Pacific 11.0% Latin America 2.7% Middle East & Africa 2.1% United States 53 . 7 % Other North America 3.0% UK 9.3% 9 February 11, 2020 Euro Markets & Other Europe 19.1% Asia Pacific 11.0% Middle East & Africa 2.8% United States 51 . 9 % Other North America 3.0% Fourth Quarter Latin America 2.9% 2019 Revenue by Region Full Year

2019 Revenue by Region Fourth Quarter Full Year $ Mix $ 2,150.1 % Organic % Growth Growth (a) 0.7% 2.8% United States Other North America UK Euro Markets & 124.6 - 3.2% - 2.3% 386.4 2.4% 3.3% 790.9 2.7% 4.7% Other Europe Asia Pacific 456.8 2.4% 4.5% Latin America 117.4 - 11.0% - 1.3% Middle East & Africa 115.0 18.3% 19.5% Total $ 4,141.2 1.3% 3.5% $ Mix $ 8,033.0 % Organic % Growth Growth (a) 0.4% 2.7% United States Other North America UK Euro Markets & 445.8 0.7% 4.2% 1,432.3 - 1.6% 3.3% 2,675.1 - 8.4% 3.0% Other Europe Asia Pacific 1,649.5 - 3.6% Latin America 403.4 - 11.8% Middle East & Africa 314.6 3.4% Total $ 14,953.7 - 2.2% 10 February 11, 2020 (a) “Organic Growth” reflects the year - over - year increase or decrease in revenue from the prior period, excluding the foreign exchan ge rate impact, acquisition revenue, net of disposition revenue, as defined on page 7.

Ot h er 23% Pharma & Health 14% Retail 5% Tech 7% Telcom 5% T&E 6% Auto 10% Consumer Products 9% Financial Services 8% Food & Beverage 13% Revenue by Industry Full Year – 2019 Ot h er 22% 11 February 11, 2020 Pharma & Health 13% Retail 6% Tech 8% Telcom 5% T&E 6% Auto 10% Consumer Products 9% Financial Services 8% Food & Beverage 13% Full Year – 2018

Cash Flow Performance Full Year Activities, net 2019 2018 Net Income $ 1,435.9 $ 1,440.5 Depreciation and Amortization of Intangible Assets 231.5 264.0 Share - Based Compensation 72.5 70.5 Net gain from dispositions of subsidiaries — (178.4) Impact of 2017 Tax Act — 28.9 Other Items to Reconcile to Net Cash Provided by Operating (9.0) 16.3 Free Cash Flow (a) $ 1,730.9 $ 1,641.8 12 February 11, 2020 Additional information regarding our cash flows can be found in our condensed cash flow statement on page 20. (a) The Free Cash Flow amounts presented above are non - GAAP liquidity measures. See page 30 for the definition of this measure a nd page 27 for the reconciliation of the non - GAAP financial measures, which reconciles Free Cash Flow to the Net Cash Provided by Operating Activities for the periods presented above.

Cash Flow Performance Full Year 2019 2018 Free Cash Flow (a) $ 1,730.9 $ 1,641.8 Primary Uses of Cash: Dividends paid to Common Shareholders 564.3 548.5 Dividends paid to Noncontrolling Interest Shareholders 97.3 134.9 Capital Expenditures 102.2 195.7 Acquisition of Businesses and Affiliates, Acquisition of Additional Noncontrolling Interests and Contingent Purchase Price Payments, net of Proceeds from Sale of Investments and other 124.1 477.1 Stock Repurchases, net of Proceeds from Stock Plans 603.7 568.3 Primary Uses of Cash (a) 1,491.6 1,924.5 Net Free Cash Flow (a) $ 239.3 $ (282.7) 13 February 11, 2020 Additional information regarding our cash flows can be found in our condensed cash flow statement on page 20 . (a) The Free Cash Flow, Primary Uses of Cash and Net Free Cash Flow amounts presented above are non - GAAP liquidity measures . See page 30 for the definition of these measures and page 27 for the reconciliation of non - GAAP financial measures, which reconciles Free Cash Flow to the Net Cash Provided by Operating Activities and Net Free Cash Flow to the Net Increase (Decrease) in Cash and Cash Equivalents for the periods presented above .

Current Credit Picture 2019 2018 EBITDA (a) $ 2,353.8 $ 2,397.5 Gross Interest Expense on Indebtedness 227.2 241.9 EBITDA / Gross Interest Expense on Indebtedness 10.4 x 9.9 x Total Debt / EBITDA 2.2 x 2.0 x Net Debt (b) / EBITDA 0.4 x 0.5 x Debt Bank Loans (Due Less Than 1 Year) $ 10.1 $ 8.1 CP & Borrowings Issued Under Revolver — — USD - denominated Senior Notes (c) 4,000.0 4,900.0 EUR - denominated Senior Notes (c) 1,122.8 — Other Debt 11.5 (16.3) Total Debt $ 5,144.4 $ 4,891.8 Cash, Cash Equivalents and Short Term Investments 4,309.3 3,657.9 Net Debt (b) $ 835.1 $ 1,233.9 14 February 11, 2020 Full Year (a) EBITDA is a non - GAAP performance measure. See page 30 for the definition of this measure and page 25 for the reconciliation of non - GAAP financial measures. (b) Net Debt is a non - GAAP liquidity measure. See page 30 for the definition of this measure, which is reconciled in the table above. (c) See pages 17 and 18 for additional information on our Senior Notes.

Historical Returns Return on Invested Capital (ROIC) (a) : Twelve months ended December 31, 2019 29.5% Twelve months ended December 31, 2018 29.6% Return on Equity (b) : Twelve months ended December 31, 2019 49.6% Twelve months ended December 31, 2018 51.4% (a) Return on Invested Capital is After Tax Reported Operating Profit (a non - GAAP performance measure – see page 30 for the definition of this measure and page 27 for the reconciliation of non - GAAP financial measures) divided by the average of Invested Capital at the beginning and the end of the period (book value of all long - term liabilities, including those related to operating leases, short - term interest bearing debt, the short - term liability related to operating leases plus shareholders’ equity less cash, cash equivalents, short term investments and operating lease right of use assets) . (b) Return on Equity is Reported Net Income for the given period divided by the average of shareholders’ equity at the beginning and end of the period . 15 February 11, 2020

Supplemental Financial Information 16 February 11, 2020

Omnicom Debt Structure Short - term Debt $10 17 February 11, 2020 2026 Senior Notes $1,400 2024 Senior Notes $750 2022 Senior Notes $1,250 2020 Senior Notes $600 2027 Euro Senior Notes $561 2031 Euro Senior Notes $561 The above chart sets forth Omnicom’s debt outstanding at December 31, 2019. The amounts reflected above for the 2020, 2022, 2024 and 2026 Senior Notes and the 202 7 a nd 2031 Euro Senior Notes represent the principal amount of these notes at maturity on August 15, 2020, May 1, 2022, November 1, 2024, April 15, 2026, Jul y 8, 2027 and July 8, 2031, respectivel y.

Omnicom Debt Maturity Profile 18 February 11, 2020 Senior Notes 2020 2024 Senior Notes 2027 2031 Senior Notes Euro Euro Senior Senior Notes Notes Other Borrowings $1,400 $1,200 $1,000 $800 $600 $400 $200 $0 2022 2026 Senior Notes Other borrowings at December 31, 2019 include bank loans of $10.1 million, which are due in less than one year. For purposes of this presentation we have included these borrowings as outstanding through July 31, 2021, the date of expiration of our five - year credit facility .

2019 Acquisition Related Expenditures Full Year Acquisition of Businesses and Affiliates (a) $ 10.0 Acquisition of Additional Noncontrolling Interests (b) 51.4 Contingent Purchase Price Payments (c) 64.6 Total Acquisition Expenditures (d) $ 126.0 (a) Includes acquisitions of a majority interest in agencies resulting in their consolidation, including additional interest in e xis ting affiliate agencies resulting in majority ownership. (b) Includes the acquisition of additional equity interests in already consolidated subsidiary agencies which are recorded to Equ ity – Noncontrolling Interest. (c) Includes additional consideration paid for acquisitions completed in prior periods. (d) Total Acquisition Expenditures figure is net of cash acquired. 19 February 11, 2020

Condensed Cash Flow Full Year 2019 2018 Net Income $ 1,435.9 $ 1,440.5 Share - Based Compensation 72.5 70.5 Depreciation and Amortization of Intangible Assets 231.5 264.0 Other Items to Reconcile to Net Cash Provided by Operating Activities, net (9.0) 16.3 Net gain from dispositions of subsidiaries — (178.4) Impact of 2017 Tax Act — 28.9 Changes in Operating Capital 125.1 80.5 Net Cash Provided by Operating Activities 1,856.0 1,722.3 Capital Expenditures (102.2) (195.7) Proceeds from Sale of Investments and other, net 1.9 15.9 Acquisition of Businesses and Interest in Affiliates, net of cash acquired (10.0) (350.4) Proceeds from Dispositions of Subsidiaries 79.4 308.4 Net Cash Used in Investing Activities (30.9) (221.8) Dividends paid to Common Shareholders (564.3) (548.5) Dividends paid to Noncontrolling Interest Shareholders (97.3) (134.9) Changes in Short - term Debt, net 2.0 — Proceeds from Long - term Borrowings 1,112.4 — Repayment of Long - term Debt (900.0) — Stock Repurchases, net of Proceeds from Stock Plans (603.7) (568.3) Acquisition of Additional Noncontrolling Interests (51.4) (43.6) Payment of Contingent Purchase Price Obligations (64.6) (99.0) Other Financing Activities, net (55.1) (46.8) Net Cash Used in Financing Activities (1,222.0) (1,441.1) Effect of foreign exchange rate changes on cash and cash equivalents 50.2 (203.0) Net Increase (Decrease) in Cash and Cash Equivalents $ 653.3 $ (143.6) 20 February 11, 2020

Supplemental Information Fourth Quarter Full Year 2019 % of 2018 % of 2019 % of 2018 % of Rev Rev Rev Rev Revenue $ 4,141.2 $ 4,086.7 $14,953.7 $15,290.2 Operating expenses: Salary and service costs 3,034.7 73.3% 2,986.3 73.1% 10,972.2 73.4% 11,306.1 73.9% Occupancy and other costs 306.4 7.4% 292.9 7.2% 1,221.8 8.2% 1,309.6 8.6% Net gain on dispositions of subsidiaries — — — (178.4) Cost of services 3,341.1 3,279.2 12,194.0 12,437.3 Selling, general and administrative expenses 97.5 2.4% 119.0 2.9% 405.9 2.7% 455.4 3.0% Depreciation and amortization 56.2 1.4% 61.3 1.5% 231.5 1.5% 264.0 1.7% Total operating expenses 3,494.8 84.4% 3,459.5 84.7% 12,831.4 85.8% 13,156.7 86.0% Operating Profit $ 646.4 $ 627.2 $ 2,122.3 $ 2,133.5 Net Interest expense: Interest expense 52.0 68.3 244.3 266.4 Interest income 13.4 15.2 60.3 57.2 Net Interest Expense $ 38.6 $ 53.1 $ 184.0 $ 209.2 21 February 11, 2020

2018 Operating Expenses – Impact of Net Gain on Dispositions and Repositioning Actions Full Year 2018 - Increase / (Decrease) Repositioning Actions Net Gain on Dispositions T otal Operating expenses: Salary and service costs $ 73.7 $ — $ 73.7 Occupancy and other costs 73.5 — 73.5 Net gain on dispositions of subsidiaries — (178.4) (178.4) Cost of services 147.2 (178.4) (31.2) Selling, general and administrative expenses Depreciation and amortization 2.2 — — — 2.2 — Operating Expenses $ 149.4 $ (178.4) $ (29.0) 22 February 11, 2020 The above table identifies the components of the net gain on the sales of subsidiaries and repositioning actions we took in t he third quarter of 2018 on our operating expenses for the twelve months ended December 31, 2018.

Net Cash Returned to Shareholders through Dividends and Share Repurchases From 2010 through December 31, 2019, Omnicom distributed 108% of Net Income to shareholders through Dividends and Share Repurchases . Cumulative Cost of Net Shares Repurchased - Payments for repurchases of common stock less proceeds from stock plans. Cumulative Dividends Paid Cumulative Net Income - Omnicom Group Inc. % of Cumulative Net Income Returned to Shareholders - Cumulative Dividends Paid plus Cumulative Cost of Net Shares Repurchased divided by Cumulative Net Income. $12.0 $10.0 $8.0 $6.0 $4.0 $2.0 $ In Billions 2010 20 1 1 2012 2013 2014 2015 2016 2017 2018 2019 6.8 7.4 $0.8 $0.0 $1.8 $2.8 $3.8 $4.9 $6.0 $7.1 $8.2 $9.5 3.7 $10.9 4.3 169% 134% 121% 124% 122% 1 17% 1 15% 1 10% 108% 23 February 11, 2020 135%

2019 vs. 2018 Non - GAAP Financial Measures – EBITA Fourth Quarter Full Year 2019 2018 2019 2018 Revenue $ 4,141.2 $ 4,086.7 $ 14,953.7 $ 15,290.2 Operating expenses (a) 3,494.8 3,459.5 12,831.4 13,156.7 Operating Profit 646.4 627.2 2,122.3 2,133.5 Operating Profit Margin % 15.6 % 15.3 % 14.2 % 14.0 % Add back: Amortization of intangible assets 19.8 22.8 83.8 102.5 EBITA (b) $ 666.2 $ 650.0 $ 2,206.1 $ 2,236.0 EBITA Margin % (c) 16.1% 15.9% 14.8% 14.6% (a) Additional information regarding our operating expenses can be found on page 21. (b) EBITA is a non - GAAP financial performance measure. Please see page 30 for the definition of this measure and page 25 for the reconcili ation of non - GAAP financial measures, which reconciles the EBITA figures presented above to Net Income - Omnicom Group Inc. for the periods presented above. (c) EBITA Margin is a non - GAAP financial performance measure, which is calculated by dividing EBITA (please see page 30 for the definition of this measure) by revenue for the periods presented. 24 February 11, 2020

Reconciliation of Non - GAAP Financial Measures – EBITA and EBITDA 25 February 11, 2020 Three Months Ended December 31 2019 2018 2019 2018 Net Income - Omnicom Group Inc. $ 415.0 $ 399.2 $ 1,339.1 $ 1,326.4 Net Income Attributed to Noncontrolling Interests 34.8 30.5 96.8 114.1 Net Income 449.8 429.7 1,435.9 1,440.5 Income From Equity Method Investments 0.8 5.3 2.0 8.9 Income Tax Expense 158.8 149.7 504.4 492.7 Income Before Income Taxes 607.8 574.1 1,938.3 1,924.3 Net Interest Expense 38.6 53.1 184.0 209.2 Operating Profit 646.4 627.2 2,122.3 2,133.5 Amortization of Intangible Assets 19.8 22.8 83.8 102.5 EBITA 666.2 650.0 2,206.1 2,236.0 Depreciation 36.4 38.5 147.7 161.5 EBITDA $ 702.6 $ 688.5 $ 2,353.8 $ 2,397.5 Full Year The above reconciles the GAAP financial measure of Net Income – Omnicom Group Inc. to the non - GAAP financial measures of EBITDA and EBITA for the periods presented. EBITDA and EBITA, which are defined on page 30, are non - GAAP financial measures within the meaning of applicable SEC rules and regulations. Our credit facility defines EBITDA as earnings before deducting interest expense, income taxes, depreciation and amortization. Our credit facility uses EBITDA to measure our compl ian ce with covenants, such as interest coverage and leverage ratios, as presented on page 14 of this presentation.

2018 Non - GAAP Financial Measures - Adjusted for the Net Gain on Third Quarter Dispositions, Repositioning Actions and Tax Reform Act Adjustments The above table presents the U.S. GAAP financial measures of Operating Profit, Net Income - Omnicom Group Inc. and Diluted net i ncome per common share as reported, as well as the non - GAAP financial measures adjusted for the impact of the net gain recognized on dispositions of certain subsidiaries, certain reposi tio ning actions and the revision of the provisional income tax expense amounts recorded in connection with the enactment of the 2017 Tax Act for the twelve months ended December 31, 2018. The amounts presented in the column "2018 Non - GAAP Adjusted" adjusts for these items from our results for the period presented, which are non - GAAP operating performance measures . We believe the amounts adjusted for the impact of these items are useful measures for investors to understand the impact these actions had on the comparability of our reported results. 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. See pa ge 29 for the reconciliation of GAAP financial measure Net Income - Omnicom Group Inc. (a) During the third quarter of 2018, we disposed of certain subsidiaries and recorded a net gain, primarily related to the sale of Sellbytel, our outsourced sales, service and support company, took certain reposition actions and recorded additional income tax expense related to the effects of the 2017 Tax Act, as described in footnote (b) on page 3. The net impact of these items increased operating profit by $29.0 million, Net Income - Omnicom Group Inc. by $18.2 million and Earnings per Share - Diluted by $0.08 pe r common share for the twelve months ended Decem ber 31, 2018 . (b) Income tax expense for the twelve months ended December 31, 2018 reflected a net increase of $28.9 million related to an adjustment, recorded in the third quarter of 2018, to the provisional amounts recorded for the 2017 Tax Act . Full Year 2018 Non - GAAP Adjustments 2018 Non - GAAP Adjusted Operating Profit (a) $ 2,133.5 $ 29.0 $ 2,104.5 Net Interest Expense 209.2 — 209.2 Income Tax Expense (b) 492.7 3.9 488.8 Income from Equity Method Investments 8.9 — 8.9 Net Income Attributed to Noncontrolling Interests 114.1 6.9 107.2 Net Income - Omnicom Group Inc. $ 1,326.4 $ 18.2 $ 1,308.2 Earnings per Share - Diluted $ 5.83 $ 0.08 $ 5.75 Diluted Shares (millions) 227.6 227.6 227.6 26 February 11, 2020

Reconciliation of Non - GAAP Financial Measures Full Year Full Year 2019 2018 Net Cash Provided by Operating Activities $ 1,856.0 $ 1,722.3 Operating Activities items excluded from Free Cash Flow: Changes in Operating Capital 125.1 80.5 Free Cash Flow $ 1,730.9 $ 1,641.8 Full Year 2019 2018 Net Increase (Decrease) in Cash and Cash Equivalents $ 653.3 $ (143.6) Cash Flow items excluded from Net Free Cash Flow: Changes in Operating Capital 125.1 80.5 Proceeds from Dispositions of Subsidiaries 79.4 308.4 Changes in Short - term Debt, net 2.0 — Proceeds from Long - term Borrowings 1,112.4 — Repayment of Long - term Debt (900.0) — Other Financing Activities, net (55.1) (46.8) Effect of foreign exchange rate changes on cash and cash equivalents 50.2 (203.0) Net Free Cash Flow $ 239.3 $ (282.7) 2019 2018 Reported Operating Profit 2,122.3 2,133.5 Effective Tax Rate for the applicable period 26.0% 25.6% Income Taxes on Reported Operating Profit 551.8 546.2 After Tax Reported Operating Profit $ 1,570.5 $ 1,587.3 27 February 11, 2020

Reconciliation of 2018 Non - GAAP Financial Measures - Operating Profit The above table reconciles the U . S . GAAP financial measure of Operating Profit to the non - GAAP financial measure of Operating Profit, 2018 Non - GAAP Adjusted, which adjusts for the impact of the net gain recognized on dispositions of certain subsidiaries and certain repositioning actions that occurred during the twelve months ended December 31 , 2018 . We believe that the amount adjusted for the impact of these items is a useful measure for investors to understand the impact these items had on the comparability of our reported results . 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 . Full Year — (178.4) Net gain from dispositions of subsidiaries Repositioning actions Operating Profit, 2018 Non - GAAP Adjusted — 149.4 $ — $ 2,104.5 2019 2018 Net Income - Omnicom Group Inc. $ 1,339.1 $ 1,326.4 Net Income Attributed to Noncontrolling Interests 96.8 114.1 Net Income 1,435.9 1,440.5 Income from Equity Method Investments 2.0 8.9 Income Tax Expense 504.4 492.7 Income Before Tax 1,938.3 1,924.3 Net Interest Expense 184.0 209.2 Operating Profit 2,122.3 2,133.5 28 February 11, 2020

Reconciliation of 2018 Non - GAAP Financial Measures - Net Income - Omnicom Group Inc. Twelve Months Ended December 31, 2018 Net Income - Omnicom Group Inc., as reported $ 1,326.4 Net gain from dispositions before income tax expense (178.4) Repositioning actions - Incremental Severance and other items, before income tax expense 75.9 Repositioning actions - Lease terminations, before income tax expense 73.5 Income tax benefit on repositioning actions, less income tax expense on net gain from dispositions (25.0) 6.9 28.9 Allocation of above items to non - controlling interests Increase in income tax expense for revision of provisional estimates in connection with the adoption of 2017 Tax Act Net Income - Omnicom Group Inc., 2018 Non - GAAP Adjusted $ 1,308.2 The above table reconciles the U . S . GAAP financial measure of Net Income - Omnicom Group Inc . to the non - GAAP financial measure of Net Income - Omnicom Group Inc . , 2018 Non - GAAP Adjusted, which adjusts for the impact of the net gain recognized on dispositions of certain subsidiaries, certain repositioning actions and the revision of the provisional income tax expense amounts recorded in connection with the enactment of the 2017 Tax Act, for the twelve months ended December 31 , 2018 . We believe that the amount adjusted for the impact of these items is a useful measure for investors to understand the impact these items had on the comparability of our reported results . 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 . 29 February 11, 2020

Disclosure 30 February 11, 2020 The preceding materials have been prepared for use in the February 11, 2020 conference call on Omnicom’s results of operations for the three and twelve months ended December 31, 2019. The call will be archived on the Internet at http://investor.omnicomgroup.com/investor - relations/news - events - and - filings / . Forward - Looking Statements Certain statements in this presentation constitute forward - looking statements, including statements within the meaning of the Pr ivate Securities Litigation Reform Act of 1995. In addition, from time to time, Omnicom Group Inc. ("Omnicom" or the "Company") or its representatives have made, or may make, forward - looking statements, orally or in writing. These statements may discuss goals, intentions and expectations as to future plans, trends, events, results of operations or financial condition, or otherwise, based on current beliefs of the Company’s management as well as assumptions made by, and information currently available to, the Company’s management. Forward - looking statements may be accompanied by words such as “aim,” “anticipate,” “believe,” “plan,” “could,” “sho uld,” “would,” “estimate,” “expect,” “forecast,” “future,” “guidance,” “intend,” “may,” “will,” “possible,” “potential,” “predict,” “project” or similar words, phrases or expressions. These forward - looking statements are subject to various risks and uncertainties, many of which are outside the Company’s control. Therefore, you should not place undue reliance on such statements. Factors that could cause actual results to differ materially from those in the forward - looking statements include: international, national or local economic conditions that could adversely affect the Company or its clients; losses on media purchases and production costs incurred on behalf of clients; reductions in clien t s pending, 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 anticipat ed; 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 ad vertising, 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 gov ern mental regulations affecting the Company or its clients; risks associated with assumptions the Company makes in connection with its critical accounting estimates and legal proceedings; and the Company’s international operations, which are subject to the risks of currency repatriation restrictions, social or political conditions and regulatory environment. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties that may affect the Company’s business, including those described in Item 1A, “Risk Factors” in Omnicom’s most recent Annual Report on Form 10 - K and other documents filed from time to time with the Securities and Exchange Commission. Except as required under applicable law, the Company does not assume any obligation to update these forward - looking statements. Non - GAAP Financial Measures We present financial measures determined in accordance with generally accepted accounting principles in the United States (“GAAP ”) and adjustments to the GAAP presentation (“Non - GAAP”), which we believe are meaningful for understanding our performance. Non - GAAP financial measures should not be considered in isolation from, or as a su bstitute for, financial information presented in compliance with GAAP. Non - GAAP financial measures as reported by us may not be comparable to similarly titled amounts reported by other companies. We provide a reconciliation of non - GAAP measures to the comparable GAAP measures on pages 25 to 29 . The Non - GAAP measures used in this presentation include the following: 2018 Non - GAAP Adjusted results (which include Operating Profit, 2018 Non - GAAP Adjusted and Net Income - Omnicom Group Inc., 2018 Non - GAAP Adjusted), defined as our operating results adjusted for the impact of the net gain recognized on dispositions of certain subsidiaries, certain repositioning actions and the revision of the pro vis ional income tax expense amounts recorded in connection with the enactment of the 2017 Tax Act. We believe that this is a meaningful operating performance measure to understand the impact these actions had on the comparabili ty of our reported results. Free Cash Flow, defined as net income plus depreciation, amortization, share based compensation expense plus/(less) other items to reconcile to net cash provided by operating activities. We believe Free Cash Flow is a useful measure of liquidity to evaluate our ability to generate excess cash from our operations. Primary Uses of Cash, defined as dividends to common shareholders, dividends paid to non - controlling interest shareholders, capi tal expenditures, cash paid on acquisitions, payments for additional interest in controlled subsidiaries and stock repurchases, net of the proceeds from our stock plans, and excludes changes in operating capital and o the r investing and financing activities, including commercial paper issuances and redemptions used to fund working capital changes. We believe this liquidity measure is useful in identifying the significant uses of our cash. Net Free Cash Flow, defined as Free Cash Flow less the Primary Uses of Cash. Net Free Cash Flow is one of the metrics used by us to assess our so urc es and uses of cash and was derived from our consolidated statements of cash flows. We believe that this liquidity measure is meaningful for understanding our primary sources and primary uses of that cash flow. EBITDA, defined as operating profit before interest, taxes, depreciation and amortization of intangible assets. We believe EBITDA is a meaningful operating performance measure because the financial covenants in our credit facilities are based on EBITDA. EBITA, defined as operating profit before interest, taxes and amortization of intangible assets and EBITA margin, defined as EBITA divided by revenue. We use EBITA and EBITA margin as additional operating performance measures, which excludes the non - cash amortization expense of intangible assets (primarily consisting of amortizatio n arising from acquisitions). Accordingly, we believe it is a useful measure for investors to evaluate the performance of our business. Net Debt, defined as total debt less cash, cash equivalents and short - term investments. We believe net debt, together with the comparable GAAP measures, reflects one of the liquidity metrics used by us to assess our cash management. After Tax Reported Operating Profit, defined as reported operating profit less income taxes calculated using the effective tax rate for the applicable period. Management uses after tax operating profit as a measure of after tax operating performance as it excludes the after tax effects of financing and investing activities on results of operations. Other Information All dollar amounts are in millions except for per share figures on pages 2, 4, and 6 a nd the net cash returned to shareholders figures on page 23. The information contained in this document has not been audited, although some data has been derived from Omnicom’s historical financial statements, including its audited financial statements. In addition, industry, operational and other non - financial data contained in this document have been derived from sources that we believe to be reliable, but we have not independently verified such information, and w e d o not, nor does any other person, assume responsibility for the accuracy or completeness of that information. Certain amounts in prior periods have been reclassified to conform to our current presentation. The incl usi on of information in this presentation does not mean that such information is material or that disclosure of such information is required.

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Cover	Feb. 11, 2020
Schedule of Capitalization, Equity [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 11, 2020
Entity File Number	1-10551
Entity Registrant Name	OMNICOM GROUP INC.
Entity Central Index Key	0000029989
Entity Tax Identification Number	13-1514814
Entity Incorporation, State or Country Code	NY
Entity Address, Address Line One	437 Madison Avenue
Entity Address, City or Town	New York,
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10022
City Area Code	(212)
Local Phone Number	415-3600
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Information, Former Legal or Registered Name	Not Applicable
Common Stock, par value $0.15 per share
Schedule of Capitalization, Equity [Line Items]
Title of 12(b) Security	Common Stock, par value $0.15 per share
Trading Symbol	OMC
Security Exchange Name	NYSE
0.800% Senior Notes due 2027
Schedule of Capitalization, Equity [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
Schedule of Capitalization, Equity [Line Items]
Title of 12(b) Security	1.400% Senior Notes due 2031
Trading Symbol	OMC/31
Security Exchange Name	NYSE