Philip Angelastro
Analyst · Wells Fargo
Thanks, John. This is our first quarterly report as a new Omnicom with Interpublic's operations included for the full 90 days of the quarter. We started the year with strong performance in revenue growth and cost reduction with a meaningful amount of synergies flowing through to EBITDA, while we continue to invest for future growth. We're making significant progress integrating Interpublic's operations and positioning our portfolio for growth. I will start on Slide 3. We know that there are a lot of moving pieces right now, and we want to make things easy for you to understand. This slide should help. It presents what we call our core operations. Our core operations are comprised of our operating businesses, excluding dispositions and assets held for sale. To ensure it's clear, our main focus in driving the company forward is on our core operations. As we talked about at Investor Day, our core operations are the result of our ongoing strategic repositioning of the portfolio for growth and reflect our sharpened focus on the highest growing, most connected parts of our business. Businesses included in the dispositions and held-for-sale category will be sold in 2026, and they represented less than 5% of our adjusted operating income in the first quarter. And our only priority regarding these businesses is to complete these disposals in a timely fashion. This slide also presents operating income and EBITDA on a non-GAAP adjusted basis, excluding severance and repositioning costs, loss on dispositions and acquisition integration costs. For comparison purposes on this slide, we've included 2025 prior year combined amounts prepared on a similar basis. As you can see, revenue from core operations grew 6.7% in total. Adjusted EBITDA grew $180 million or over 27% and adjusted EBITDA margin increased to 14.8% from 12.4%, primarily driven by cost reduction synergies from the acquisition of Interpublic. We are pleased with this strong performance on both revenue and adjusted EBITDA, and we are on track to achieve our operating plans and targets for the year. Turning to Slide 4. We present our reported results as we traditionally have as well as the related non-GAAP adjusted amounts. This slide presents our reported results, including all entities, core operations, dispositions that occurred during the quarter for the period that they were part of Omnicom and entities that are classified as held for sale. Since these are reported results, the 2025 presentation reflects the prior year results of Omnicom and does not include Interpublic. The center column for each period shows the applicable non-GAAP adjustments. In the first quarter of 2026, we recorded integration-related costs of $59 million, which are recorded on the SG&A expense line. We recorded a loss on dispositions of $34 million, and we recorded severance and repositioning costs of $4 million. When considering the change in operating income on both a reported and adjusted basis, note that it includes $117 million of amortization expense related to the intangible assets acquired from Interpublic, an increase of $96 million compared to 2025. The change in operating income also reflects a $16 million increase in depreciation expense. Below operating income, net interest expense increased to $72 million from $29 million in Q1 of 2025, an increase of $43 million, primarily resulting from assuming Interpublic's debt of approximately $3 billion in Q4 2025. Interest expense in Q1 2026 increased by $60 million, primarily from interest expense from Interpublic, which added approximately $47 million, of which $3 million is noncash interest and higher interest expense resulting from refinancing activity completed during the first quarter of 2026, which resulted in approximately $1 billion of incremental long-term debt. Note, Q1 includes one month of the incremental interest expense from the new debt issuance. Additionally, interest income increased this quarter by $17 million to $47 million, primarily due to interest income earned on higher average cash balances, including cash acquired with Interpublic. Our adjusted tax rate of 26% was down slightly from 26.7% in 2025. For 2026, we expect our annual tax rate to also be 26%. Income from equity investments and noncontrolling interest declined by $4 million in total. Finally, non-GAAP adjusted diluted EPS grew 11.8% to $1.90 from $1.70 last year. Our fully diluted weighted average shares outstanding for Q1 2026 were 299.2 million. Actual shares outstanding at March 31, 2026, were 285.3 million compared to 313.4 million at year-end December 31, 2025, and compared to 196.1 million shares at March 31, 2025. On a year-over-year basis, our share count increased from last year due to shares issued for the Interpublic acquisition, but they also declined as a result of our share repurchase activity, which I will discuss later. Now let's review our business in more detail, beginning with the components of our revenue change on Slide 5. To assist in understanding the drivers of our underlying business, we've included an analysis of our growth beginning with core operations, which excludes businesses that have been disposed of or are classified as held for sale. In the first quarter of 2025 presented on a combined Omnicom Interpublic basis, revenue for Q1 2026 increased by 2.7% from positive foreign exchange rate changes and by 3.9% from organic growth. We expect FX will continue to be positive in 2026. And assuming recent FX rates stay the same, will benefit our reported revenue for the year by approximately 1%. Relative to our traditional presentation in this table, there is no row for acquisition and disposition revenue because there were no acquisitions during the quarter. And as we have noted, dispositions have been removed from the opening balance of core operations revenue. Turning to Slide 6, you can see our core operations revenue by discipline. Presentation of our disciplines has been updated from 2025. As we discussed at Investor Day, the strategic reshaping of our portfolio through the Interpublic acquisition will result in a business with more than half of our revenue coming from the faster-growing integrated media business. Integrated Media includes our media, commerce, data, CRM and consulting and content automation businesses. Revenue from our core operations in the first quarter of 2026 for Integrated Media was approximately 52% of our revenues. And for advertising was 17% Health, 10%; PR 12%; and Experiential & Other, 10%. Q1 revenue growth from core operations was as follows: Integrated Media led the way with very strong growth in the high single digits. PR and experiential and other grew in the quarter mid-single digits. Health had positive growth and advertising was down in Q1. We're not providing detailed prior year combined revenue balances or organic growth by discipline or region because our integration process is ongoing, and we continue to evaluate the portfolio. Slide 7 shows our core operations revenue by region. As we highlighted when we announced the Interpublic acquisition, the transaction gives us greater relative exposure in the U.S., which was 61% of revenues this quarter. Together, the U.K. and Europe were 21%, followed by Asia Pacific at 9%. In Q1, revenue growth in the U.S. was strong and delivered mid-single-digit growth. Europe, Latin America and Asia Pacific were also up low single digits. And the U.K. and Middle East and Africa declined. Slide 8 is our revenue weighted by the industry sectors of our clients. Because the first quarter of 2026 reflects a full quarter of Interpublic, there are some changes worth noting relative to the prior year Omnicom 2025 amounts. The largest changes were the pharma and health and auto categories. There were small changes to our other categories, which moved up or down 1 or 2 points with increases in financial services, retail and services and decreases in food and beverage, travel and entertainment and government. Now please turn to Slide 9 for our year-to-date free cash flow summary. The 70% increase relative to last year was driven by the addition of Interpublic and improved performance in Omnicom's business. Free cash flow definition excludes changes in operating capital, which is seasonal with the first quarter generally the largest use of cash during the year. There's a reconciliation in the appendix that shows the change in operating capital for the quarter was flat compared to the change from the first quarter of last year. For the 3 months ended March 31, 2025, our primary uses of free cash flow included $252 million of cash paid for dividends to common shareholders and another $12 million for dividends to noncontrolling interest shareholders. Dividend payments increased year-over-year as a result of the shares issued for the Interpublic acquisition and an increase in our quarterly dividend payment. Quarterly dividend payment approximates the combined dividend payments made by Omnicom and Interpublic in Q1 of 2025. Capital expenditures were $61 million, higher than the prior year due to the Interpublic acquisition, but at the same overall level relative to the size of the business. Total contingent purchase price payments and payments for the acquisitions of noncontrolling interests were $16 million. Finally, our share repurchase activity for the first quarter was $2.8 billion, excluding proceeds from stock plans of $16 million. The majority of this resulted from our accelerated share repurchase program, which drove a significant reduction in shares outstanding to 285.3 million as of March 31, 2026, a reduction of 28.1 million shares from December 31, 2025. We have significant remaining capacity under our $5 billion total share repurchase plan, and our plan is to complete the $5 billion over the next 12 months or by the end of April 2027. We estimate that relative to our shares outstanding at December 31, 2025, of 313.4 million shares, we will see our share count decline approximately 11% to 12% by December 31, 2026, and that weighted average shares outstanding for the year will decline approximately 8% to 9%. Slide 10 is a summary of our credit, liquidity and debt maturities. At the end of Q1 2026, our gross long-term debt was $10.2 billion. Since December 31, 2025, our debt is approximately $1 billion higher, reflecting the retirement of our $1.4 billion, 3.6% senior notes due April 15, 2026, and the issuance of new senior notes totaling $2.3 billion, including $1.7 billion of U.S. dollar-denominated notes at a weighted average coupon of 4.9% and $600 million of euro-denominated notes at a 3.85% coupon. The maturities range from 3 years to 10 years, which you can see in the maturity chart on this page. Our next maturity is not until July of 2027. Net interest expense is expected to increase by approximately $200 million in 2026 compared to 2025. Of this increase, $13 million is noncash interest. The change is primarily driven by higher interest expense from the inclusion of Interpublic's debt, the refinancing I just described as well as interest on incremental commercial paper borrowings of approximately $10 million and lower interest income on cash balances of approximately $20 million, primarily due to lower forecasted short-term interest rates on invested cash. Please note that the total and net leverage ratios on this slide, which compares the last 12 months ended March 31, 2026 and 2025, reflect the full assumption of Interpublic's debt, but only [ 4 months ] of Omnicom's EBITDA results, including Interpublic. However, at March 31, 2026, we're in compliance with the leverage ratio covenant in our credit facility, which makes pro forma adjustments for the impact of the acquisition. The calculation of total debt to pro forma adjusted EBITDA done in accordance with the definition in our credit agreement results in a total leverage ratio of 2.5x. Our cash equivalents and short-term investments at the end of the quarter were $4.3 billion. Our liquidity also includes an undrawn $3.5 billion revolving credit facility, which backstops our $3 billion commercial paper program. In closing, we completed our first full quarter as the new Omnicom. Our operations delivered solid top and bottom line growth. We are realizing significant cost reduction synergies while investing for future growth. Our balance sheet is strong, and we are deploying capital for the benefit of shareholders in the long run. I will now ask the operator to please open the lines up for questions and answers.