Philip Angelastro
Analyst · JPMorgan
Thanks, John. I will start on Slide 3, which presents what we call our Core Operations, which consists of our ongoing operating businesses, excluding dispositions that we have completed and assets held for sale that have not yet been disposed. Our plan is to complete the disposal of the businesses included in the dispositions and held-for-sale category by the end of 2026. This slide also presents operating income and EBITA on a non-GAAP adjusted basis, excluding severance and repositioning costs and acquisition integration costs. For comparison purposes on this slide, we've included 2025 prior year combined amounts prepared on a similar basis to 2026. As we previously discussed, 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. This slide presents the contribution of our Core Operations to our consolidated results in the second quarter of 2026 and 2025 for revenue, adjusted operating income and adjusted EBITA. Core Operations represented 91.4% of our revenue and 95% of our adjusted EBITA in the second quarter of 2026. Core Operations revenue grew 7.2% in total. Adjusted EBITA grew $181.4 million or 20.4% and the related adjusted EBITA margin increased to 17.8% from 15.9%, primarily driven by cost reduction synergies. We're pleased with the strong performance for both revenue and adjusted EBITA and we are on track to achieve our cost reduction synergy targets for the year. Moving to year-to-date results on Slide 4. Core Operations revenue grew $754.1 million or 6.9% in total. Adjusted EBITA grew 23.5% and related adjusted EBITA margin increased to 16.4% from 14.2%, again, primarily driven by cost reduction synergies. Turning to Slide 5. We present our second quarter consolidated reported results as well as the related non-GAAP adjusted amounts, which include all entities, Core Operations, dispositions that were completed during the quarter for the period they were part of Omnicom and entities that are classified as held for sale. Also, because these are reported results, 2025 presentation reflects the prior year results of Omnicom only and does not include Interpublic. Center columns for each period show the applicable non-GAAP adjustments. In the second quarter of 2026, integration-related costs were $40.1 million, which were recorded on the SG&A expense line and severance and repositioning costs were $47 million. Below operating income, net interest expense increased to $93 million from $41 million in 2025 due primarily to the assumption of Interpublic's debt of approximately $3 billion. Interest expense increased by $61 million, primarily due to the Interpublic acquisition, including $3 million of noncash interest as well as interest expense resulting from refinancing activity completed during the first quarter of 2026, which resulted in approximately $1 billion of incremental long-term debt and some incremental interest expense from CP borrowings during the quarter. Interest income increased by $8 million to $30 million, primarily due to higher average cash balances. Depreciation expense in the quarter was $49 million and amortization expense was $118 million. Both increased year-over-year, primarily due to the Interpublic acquisition. For both, we estimate that amounts in Q3 and Q4 of 2026 will approximate Q2 actuals. Our adjusted tax rate of 26% was down slightly from 26.5% in 2025. 2026, we estimate our annual tax rate to also be 26.0%. Our non-GAAP adjusted net income increased $344.1 million to $745.2 million. Finally, non-GAAP adjusted diluted EPS grew 29.3% to $2.65 from $2.05 last year, driven by an increase in related net income. Our fully diluted weighted average shares outstanding for the second quarter were 281 million, down 10% from 313.1 million shares outstanding at year-end 12/31/25. On a year-over-year basis, our share count increased from last year due to shares issued for the Interpublic acquisition, partially offset by share repurchase activity, which I will discuss in a moment. Now let's review revenue drivers in more detail, beginning with the components of our revenue change on Slide 7. To assist in understanding the drivers of our underlying business, this analysis focuses on growth from our Core Operations, exclusive of businesses that have been disposed of or are expected to be disposed of. Organic revenue growth in the quarter was 6.1% and the impact from foreign exchange translations was positive 1.1%, along with a nominal impact from a small acquisition. In total, revenue from Core Operations was $6 billion. Year-to-date organic revenue growth as of June 30 was 5%. During the quarter and through the end of July, we've completed more than half of the planned disposals included in our dispositions and held-for-sale category. We expect to complete the remaining dispositions in Q3 and Q4 of 2026. And we estimate the revenue related to those businesses will approximate $300 million in Q3 and $225 million in Q4 with EBITA margins of approximately 10%. Through June 30, 2026, we received proceeds from assets sold of $168 million and we expect additional proceeds from sales completed in July in excess of $200 million. Assuming recent FX rates stay the same, we estimate FX will decrease our reported revenue for Q3 by 1% and be flat for Q4, resulting in an expected benefit for the year of approximately 1%. Turning to Slide 8, you can see our Core Operations revenue by discipline for the quarter. In the second quarter of 2026, revenue for Integrated Media was approximately 53% of our revenues, which includes our media, commerce, data, CRM and consulting and our content automation business. Revenue from Advertising was under 16%. Health was 9%, PR was 11% and Experiential & Other was 11% Organic revenue growth rates for these Core Operations' disciplines were as follows: Integrated Media led the way with very strong growth, a little over 10%. Health was flat. PR growth was mid-single digit. Experiential & Other grew over 10% in the quarter due largely to experiential growth related to the FIFA World Cup and advertising was down in the high single digits. Slide 9 shows our Core Operations revenue by region for the quarter. In terms of the top markets, the U.S. represents 59% of revenue. Together, the U.K. and Europe were 23%, followed by Asia Pacific at 9%, Latin America at 4% and Middle East and Africa at 2%. During the quarter, revenue growth in the U.S. was high single digit. Europe growth was low single digit and Latin American growth was strong at over 10%. Asia Pacific decreased slightly and Middle East and Africa declined double digits as a result of the ongoing conflict. Slide 10 is our revenue weighted by the industry sectors of our clients. Note, 2025 amounts reflect Omnicom only. In the second quarter, pharma and health was our largest category at 18% of revenue, an increase driven by the larger portfolio in this category at Interpublic. The auto category at 10% decreased due to Interpublic's smaller portfolio in this category relative to Omnicom. Slide 11 is a view of our free cash flow for the first 6 months of the year. The increases in free cash flow and capital expenditures are primarily due to the addition of Interpublic's business. Dividends increased $481.5 million, resulting from the additional shares issued for the IPG acquisition and the recent increase in the quarterly dividend amount. Most notable change in this table is the change in stock repurchases, which were $3 billion in the first half of 2026. This was composed of both the $2.5 billion accelerated share repurchase program and additional repurchases we made in Q1 and Q2. We plan to complete the $5 billion share repurchase program announced in February 2026 by the end of Q1 2027. Our definition of free cash flow excludes changes in operating capital and we provide those changes in the non-GAAP reconciliations in the appendix. I want to point out that changes in operating capital in the first half of 2026 were negative $2.4 billion compared to negative $1.4 billion in the same period last year. This increase is primarily due to the addition of Interpublic's business and operations in 2026, which are not included in the prior year amounts. Note, for the 6 months ended June 30 of last year, the change in Interpublic operating capital was approximately negative $445 million as well as incremental payments of approximately $550 million related to severance, repositioning and integration costs as well as lease and contractual termination payments. All other operating capital changes were close to flat year-over-year. Excluding any similar incremental payments in the second half, we expect operating capital changes to be flat for the remainder of the year. Slide 12 is a summary of our credit, liquidity and debt maturities. At the end of the second quarter of 2026, our gross long-term debt was $10.2 billion. Relative to 2025, changes reflect the retirement of our $1.4 billion, 3.6% senior notes due April 15, 2026, the issuance of our 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. Our next maturity is not until July of 2027 and we're comfortable with our maturity schedule. Net interest expense is expected to increase by approximately $200 million in 2026 compared to $167 million in 2025 and this includes $13 million of noncash interest. The estimated drivers of this are higher gross interest expense of approximately $230 million, partially offset by higher gross interest income of $30 million. The majority of the increase in gross interest expense is due to long-term debt assumed from Interpublic as well as the new debt issued and debt refinancing activities in 2026. Please note that the total and net leverage ratios on this slide, which compares the last 12 months ended June 30, 2026 and the prior year reflect the full assumption of Interpublic's debt but only EBITDA from Interpublic for the 7 months since the date of acquisition. However, at June 30, 2026, we were in compliance with the leverage ratio covenant in our credit facility, which makes pro forma adjustments for the impact of the acquisition. 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 2.4x, which is lower than the 2.6x at June 30, 2025. Cash equivalents and short-term investments at the end of the quarter were $3.3 billion. Our liquidity also includes an undrawn $3.5 billion revolving credit facility, which backstops our $3 billion commercial paper program. We're very encouraged by the progress we've made over the first 6 months of the year, and we look forward to continuing to build on that progress going forward. I will now ask the operator to please open the lines up for questions and answers.