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JB Hunt (JBHT) Q2 2025 Earnings Call Transcript

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DATE

Tuesday, July 15, 2025 at 5 p.m. ET

CALL PARTICIPANTS

President — Shelley Simpson

Executive Vice President and Chief Financial Officer — John Kulow

Executive Vice President of People and Chief Commercial Officer — Spencer Frazier

Executive Vice President and President of Highway Services — Nick Hobbs

Executive Vice President and President of Intermodal — Darren Field

Executive Vice President of Finance and Investor Relations — Brad Delco

Executive Vice President and President of Dedicated Contract Services — Brad Hicks

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RISKS

John Kulow stated, "Inflationary pressures—primarily in wages, insurance (both casualty and medical), and equipment costs—more than offset those efforts and weighed on margins compared to the prior-year period."

Final Mile segment continues to see "muted" demand for big and bulky products, with Nick Hobbs noting, "we believe recent market conditions will persist through at least year-end, driving our second-half performance to look similar to our first-half performance"

Darren Field said, "we didn't get the pricing that we would have liked to have achieved given cost pressures that every entity is facing."

Brad Hicks clarified, "the timing and magnitude of our net adds could impact our prior expectations for modest growth in operating income this year compared to 2024."

TAKEAWAYS

Revenue: GAAP revenue was flat compared to the prior-year quarter.

Operating Income: Decreased 4% year over year on a consolidated GAAP basis due to increased inflationary cost pressures.

Diluted EPS: Declined less than 1% on a consolidated GAAP basis, aided by a 5% lower average diluted share count.

Free Cash Flow: Generated over $225 million of free cash flow.

Cost Initiatives: $100 million in annual cost reductions identified across efficiency, asset utilization, and engineered process improvements, with most benefits impacting 2026 and beyond.

Net Capital Expenditures: Net capital expenditures are expected to be $550 million–$650 million in 2025, narrowed from the previous $500 million–$700 million estimate due to prefunded capacity needs.

Stock Repurchase: Repurchased $319 million of stock, a company record for a single quarter.

Tax Rate Expectation: Forecast for the expected tax rate remains at 24%–25%, likely at the higher end.

Intermodal Volumes: Up 6% year over year—April up 11%, May up 3%, and June up 4%.

Intermodal Mix: TransCon volumes down 1%; Eastern volumes up 15%.

Dedicated Segment Sales: Sold approximately 275 trucks in new deals, with a net sales target of 800–1,000 trucks annually.

ICS Operating Income: Operating expenses down more than $3 million year over year.

Customer Retention Rates: Reported as near record levels, with the ICS segment specifically called out.

Growth in ICS Small/Mid-Sized Business: Small to mid-sized customer growth up 25% year over year.

Peak Season Surcharges: Programs started earlier due to customer volatility and uncertainty in forecasting demand.

Balance Sheet: Maintains leverage near one times trailing EBITDA, supporting ongoing capital allocation and stability.

Quantum Intermodal Service: Launched in Mexico, aligning with the fastest-growing channel at J.B. Hunt Transport Services, Inc.

SUMMARY

J.B. Hunt Transport Services, Inc. (NASDAQ:JBHT) reported flat revenue, decreased operating income, and marginally lower diluted EPS on a consolidated GAAP basis amidst inflationary pressures, while generating over $225 million of free cash flow and executing a record $319 million stock repurchase. The company clearly signaled that most benefits from its $100 million cost-reduction program will materialize in 2026 and beyond, with segment-level benefits weighted by spend. Intermodal volumes increased 6% year over year, driven primarily by 15% growth in the Eastern network while TransCon declined 1%, signaling meaningful mix shifts with implications for network balance and margin. Dedicated segment fleet losses are largely behind, positioning the business for net fleet growth in the second half of 2025, though startup costs will affect the timing of operating income growth. Customer volatility and forecasting uncertainty are driving earlier peak surcharge implementation across services, as management emphasizes readiness to adapt to shifting demand.

Brad Delco explained, "Our revenue per load, or yield, fell both sequentially and year over year." but demonstrated 30 basis points of sequential margin improvement in intermodal with relatively similar volumes versus the first quarter, highlighting the impact of cost and productivity initiatives distinct from pricing.

Management emphasized that margin repair will require equal contributions from growth, cost efficiencies, and pricing, not just rate improvement.

Positive headhaul pricing in the intermodal bid cycle was partially offset by backhaul pressure; management described core pricing as "modestly higher" year over year.

Customer retention and satisfaction, measured by awards and survey results, are at some of the highest levels in the last five years and form the basis for multi-segment growth opportunities.

INDUSTRY GLOSSARY

TransCon: J.B. Hunt Transport Services, Inc. term referring to transcontinental intermodal freight traffic, typically spanning the U.S. West Coast to East Coast.

Backhaul: Return trip of a transport vehicle, often with lower rates compared to headhaul; relevant to intermodal pricing and network balance.

Headhaul: Primary, demand-driven direction in a transport lane, usually commanding higher pricing than the backhaul direction.

Bid Season: The period when transportation providers negotiate contract rates and volumes with shippers for the upcoming year.

Drayage: Short-haul transport activity, especially for moving containers between ports/rail yards and distribution centers, crucial to intermodal operations.

Quantum: Branded service offering from J.B. Hunt Transport Services, Inc., recently expanded into Mexico, targeting time-sensitive and service-sensitive intermodal freight.

Full Conference Call Transcript

Shelley Simpson: Thank you, Brad, and good afternoon. Members of the leadership team are here to dive into their areas, but I want to start by recognizing the entire organization for their hard work and ability to adapt to this dynamic market. I remain highly confident that our work is building a stronger company, capable of capitalizing on meaningful growth opportunities ahead. We set out to accomplish this by staying true to our values, mission, and vision and maintaining our focus on operational excellence, scaling into our investments in our people, technology, and capacity, and continuing to repair our margins and drive stronger financial performance, which remains a top priority.

Service levels across our businesses are excellent, and customers have recognized us in both internal and external surveys. Our brand is strong in the market. Our excellent service is supporting our growth with both new and existing customers, which will help us scale into our investments. Investments in our people have resulted in back-to-back years of record safety performance for the company and some of the lowest turnover metrics on record for our drivers. We have invested in technology to drive efficiencies in our business, and I have challenged the organization to think differently about our workflows and processes to drive even more.

Finally, we have prefunded our trailing capacity needs in intermodal and are prepared to support our customers' future growth. These investments set us up well for our future. While we are preparing for future growth, we remain focused in the near term on repairing our margins and improving our financial performance. We expect the returns on our investments to match the strong and unique value we create for our customers. As you've heard me say, we remain focused on controlling what we can with our expenses in the near term, without sacrificing our long-term opportunity. Or said differently, preserving our future earnings power potential. Last quarter, we mentioned more work in the area of cost actions.

Across the company, we launched an initiative to lower our cost to serve. John Kulow will have more details on this work, but at a high level, this effort is centered around doing more with less, to support our future growth and get us back to our long-term margin targets. I have confidence in this team to lower our cost to serve and to leverage our brand and our scroll of services in the market. We completed Intermodal bid season with positive pricing for the first time in two years and continue to gain market share with capacity to grow more.

Our dedicated business remains resilient, and with the fleet losses subsiding, we're excited to return to fleet growth in this business. We have a solid model in JBT and FMS with significant growth opportunities we are going after. Our brokerage business still has work to do, but progress is being made to further right-size the cost structure while growing with the right customers and freight. Market dynamics remain uncertain, but we will stay disciplined in our actions and maintain a position of strength. We have exceptional service levels, a rock-solid balance sheet with minimal leverage, and available capacity at the ready for future growth.

We will continue to focus on the long term while taking steps in the near term to improve the return profiles of our business, all with the same mission, to drive long-term value for our people, customers, and shareholders. With that, I'd like to turn the call over to our CFO, John Kulow.

John Kulow: Thank you, Shelley, and good afternoon, everyone. I will review the second quarter, provide some details on the lowering our cost to serve initiative, and give an update on our capital allocation. As a general overview and consistent with recent quarters, our results for the quarter highlight the strength and resiliency of our business in the face of a challenging and unpredictable environment, generating over $225 million of free cash flow in the quarter. While we continue to focus on operational excellence, driving productivity, and managing our costs, inflationary pressures, primarily in wages, insurance, both casualty and medical, and equipment costs more than offset those efforts and weighed on margins versus the prior year period.

Starting with second quarter results, on a consolidated GAAP basis, revenue was flat, operating income decreased 4%, and diluted earnings per share was less than 1% below the prior year quarter. The declines were primarily driven by inflationary cost pressures across the business, notably in casualty and group medical claims expense, and higher professional driver wages and equipment-related costs. These were partially offset by productivity and cost initiatives and a 5% lower average diluted share count versus the prior year period. While the recent tax bill remains under review, we continue to expect our tax rate to be between 24-25% and likely towards the higher end of that range.

Regarding costs, we have been managing costs aggressively since the freight downturn began over three years ago. We've managed headcounts through attrition and performance management, driven productivity in our operations, and eliminated discretionary spending that ultimately wouldn't jeopardize our future earnings power nor our ability to capitalize on growth opportunities. Earlier this year, we challenged ourselves to do more, in an effort to accelerate improvement in our financial performance, create greater operating leverage for the company when market dynamics turn, and help support our future growth. Each executive focused on one or two of a total of 14 different areas across the business to identify opportunities to lower our cost to serve.

The results of this initiative resulted in $100 million of identified annual cost to eliminate. These costs fall across three main areas: efficiency and productivity, asset utilization and technology, and engineered process improvements. And we are not done. We continue to expand on these initiatives and will provide updates on our progress in the quarters to come. While some of these benefits will be realized this year, most will impact 2026 and beyond. I'll wrap up with a quick update on our capital allocation and priorities. For 2025, we are now expecting net capital expenditures to fall between $550 million and $650 million, effectively tightening the range compared to our prior view of $500 million to $700 million.

As previously discussed, we have prefunded much of our future growth and capacity needs, so our capital spend this year is primarily for replacement and what success-based needs we have in our dedicated segment. Our balance sheet remains strong, in line with our targeted leverage of one times trailing EBITDA, and we continue to generate strong cash flow and expect this to continue. The primary use of cash has been managing our leverage, returning value to shareholders through our dividend, and repurchasing stock. We remain focused on deploying capital to generate the highest returns for our shareholders. During the second quarter, we repurchased $319 million of stock, which is a quarterly record for the company.

This concludes my remarks, and I'll now turn it over to Spencer.

Spencer Frazier: Thank you, John, and good afternoon. I'll provide an update on our view of the market and some feedback we are hearing from our customers. During the quarter, overall customer demand trended modestly below normal seasonality. As customers adapted to changes in global trade policy, the timing and direction of freight flows were impacted. That said, demand for our intermodal service remains strong. We continue to see customers convert more freight to intermodal from the highway as our commitment to operational excellence, keeping freight secure, and our strong safety record differentiates us from the competition. In our brokerage and truck segments, demand followed more normal seasonal patterns, including some market tightness in May around the annual road check event.

However, the market tightness was relatively short-lived, and truckload spot rates remain soft, suggesting the truckload market, while close to equilibrium, continues to experience some excess capacity. This leads me into some feedback we are hearing from customers around their capacity and service. Customers recognize this cycle is long and ultimately will change. Their conversations with us focus on how to dynamically optimize their supply chain and capacity plans to meet their service needs and budgetary requirements. Customizing our school of services in changing markets has positioned us to be their go-to transportation provider that can deliver differentiating value. Regarding service, all of our businesses and most importantly, our people have been recognized with multiple service awards from our customers.

This translates to realizing some of our highest customer retention numbers in the last five years, more strategic discussions during the bid process, and opportunities for additional freight after bid implementation. I'll close with some comments on trade policy demand and peak. When we meet with customers, how they are adapting to trade policy remains top of mind. However, accurately forecasting demand is their biggest challenge. Our customer base is diverse, both in terms of size and industry, and each customer continuously adjusts their supply chains to meet their unique needs. Recent examples are some customers have pulled freight forward, some continue to execute demand-driven strategies, and others are making changes to their country of origin and manufacturing plans.

This added complexity, lack of accurate forecasts, and potential for volatility is why our peak season surcharge programs are starting earlier this year. Regardless of customer strategy and the shape of peak season, we will be ready to meet their demand when it occurs. I would now like to turn the call over to Nick.

Nick Hobbs: Thanks, Spencer, and good afternoon. I'll provide an update on our areas of focus across our operations, followed by an update on our final mile, truckload, and brokerage businesses. I'll start on our safety performance. A key portion of our company's focus on operational excellence and driving out costs is our safety performance, which is core to our culture. We are coming off of two consecutive years of record performance measured by DOT preventable accidents per million miles. Our safety results are performing in line with these record performances.

We continue to focus on driving improvements in our performance through proper training and technology to improve safety for our people and the motoring public while we effort to lower our cost. There has been a lot of recent discussion in the industry around some trucking regulations such as English language proficiency, the improper use of B1 visas to haul freight in the US or cabotage, and the new FMCSA biometric ID verification for trucking authorizations. We could only guess the impact this might have on industry capacity. For J.B. Hunt Transport Services, Inc., we do not expect to see material impact. Moving to the business, I'll start with Final Mile.

The end markets in this business remain challenged with demand for big and bulky products still muted with soft demand for furniture, exercise equipment, and appliances. Demand in our fulfillment network was positive again this quarter, driven by off-price retail. Going forward, our focus remains on continuing to attract new customers to grow this business. That said, we believe recent market conditions will persist through at least year-end, driving our second-half performance to look similar to our first-half performance prior to any consideration for lowering our cost to serve initiatives. We remain focused on providing the highest levels of service, being safe and secure, and ensuring that the value we provide in the market is realized to drive appropriate returns.

Moving to JBT, our focus in this business hasn't changed. We are working to methodically grow this while remaining disciplined on network balance to drive the best utilization of our trailing assets. Pit season was competitive this year, as it always is, but we are pleased with our success retaining our business, getting modest rate increases, and winning new business with both new and existing customers, as evidenced by our highest second-quarter volume in over a decade. Going forward, we like the progress and direction of this business and the improvements we continue to make.

That said, meaningful improvements in our profitability in this business will be driven by execution on lowering our cost to serve initiatives, rate improvement, and overall demand for truckload drop trailing solutions. I'll close with ICS. During the second quarter, we saw fairly stable volumes and seasonality. The truckload market tightened around road check and felt like it remained tight a little longer than usual, which compressed our margins in May. That said, spot rates did soften, and we saw margins expand again in June. We are over halfway through the bid season and are pleased with the awards so far, with rates up low to mid-single digits and winning volume with new customers.

Our focus here remains on profitable growth, targeting the right customers where we can differentiate ourselves with service while also diversifying our customer base. Compared to the second quarter last year, we've seen our small to mid-sized customer growth up 25%, which remains a focus. Our customer retention rate is near record levels. Going forward, we will remain focused on scaling into our investments while continuing to make improvements on our cost structure and our productivity. With that, now I'd like to turn the call over to Darren.

Darren Field: Thank you, Nick, and thank you to everyone for joining us this afternoon. I'll review the performance of the Intermodal business and give an update on the market and our areas of focus. I'll start with Intermodal's performance. Overall demand for our Intermodal service was strong, and the business proved to be quite resilient in the face of a lot of uncertainties presented at the end of the first quarter. Volumes in the quarter were up 6% year over year and by month were up 11% in April, up 3% in May, and up 4% in June. As it pertains to mix, our transcon volumes decreased 1% during the quarter, and Eastern volume grew 15%.

We want to continue to highlight the strength of our Eastern network volume growth. We compete more directly with truck in this market, and yet with low truck rates and lower fuel prices, continue to see customers convert highway freight to intermodal. This is a result of our combined strong service levels with our rail providers and how that translates into an attractive and valuable cost-saving alternative to truck for our customers. As we wrap up our 2025 bid season, I will remind you of our three-pronged strategy and provide some feedback on our performance. First, we wanted to focus on balancing our network, eliminating the cost to move empties, and more efficiently utilize our trailing capacity.

I believe we were most successful in this area of our strategy. Second, we wanted to grow with both new and existing customers. This growth is not just volume on an absolute basis, but share of wallet in converting customer freight from the highway to intermodal. I believe we were also quite successful on this strategy while remaining disciplined with our pricing. Finally, we needed to get rate to help repair our margins and cover our inflationary costs. To be fair, I don't know that we ever get as much as we want, but I would say we underperformed our expectations in this area.

To be clear, we believe our overall book of business did price modestly higher year over year as we did achieve increases in our at-haul lanes, partially offset by pressure in the backhaul lanes. We believe the results of this bid season combined with our lowering our cost to serve initiatives can stabilize our margin performance and can be supportive of modest improvements going forward. As a reminder, Q3 is typically the first full quarter that reflects the collective work of our bid season and will be with us through the first half of 2026. During the second quarter, we announced the launch of our Quantum service in Mexico.

We have been growing this service-sensitive offering in the United States and are excited to bring this product to Mexico with our rail providers. Mexico has been the fastest-growing channel at J.B. Hunt Transport Services, Inc., and we continue to see a long runway for growth in this market for many years to come. In closing, we remain very confident in our intermodal franchise and the value we provide for our customers. Our service levels are high, customers trust us, and we have both the capacity and capability to grow well into the future. We believe our performance continues to lead the industry while maintaining a heavy investment in capacity to support our future growth.

I'd now like to turn the call over to Brad.

Brad Hicks: Thank you, Darren, and good afternoon, everybody. I'll provide an update on our dedicated results. Starting with the quarter, at a high level, I believe our second-quarter results were very strong, particularly in light of the prolonged challenging freight environment. We believe this is a testament to the strength and diversification of our model, the value we create for our customers, and how we drive accountability at each site and customer location. As a result, we continue to see good demand for our professional outsourced private fleet solutions. During the second quarter, we sold approximately 275 trucks of new deals.

As a reminder, our annual net sales target is for 800 to 1,000 new trucks per year, and through the first half of the year, we would be on pace with this target absent the known losses we disclosed almost two years ago. Encouragingly, our sales pipeline remains strong as our value proposition in the market remains differentiated. As I just mentioned, we have had visibility to some fleet losses that we anticipated to wrap up during the second quarter. That has largely played out as expected, except the timing of the actual account closure rolled into early July. This positively impacted our 2Q 2025 truck count by about 85 trucks versus our expectations we shared with you last quarter.

Given our strong sales pipeline, we continue to expect to see net fleet growth in the second half of the year. As is always the case, we remain disciplined on the type of deals we underwrite without sacrificing our return targets and remain pleased with the activity and recent overall momentum. We believe the performance in our dedicated business during the downturn has been a standout for our company and the industry and highlights the unique strength and resiliency of our model. We have a diverse customer base both by industry and geography with managers on-site with our customers executing their outsourced private fleet solution.

We have great visibility into the financial performance of each account, which provides a high level of accountability at each location. Going forward, we continue to expect to see some modest fleet growth in 2025, but the timing and magnitude of our net adds could impact our prior expectations for modest growth in operating income this year compared to 2024. This is a result of us typically incurring some startup costs when we onboard new business. We view this favorably, and this sets us up well to continue on our growth trajectory into 2026 and beyond.

Our business model and value proposition are differentiated and continue to attract new customers despite the challenging market, and we are very confident in our ability to compound our growth over many years to further penetrate our large addressable market. With that, I'd like to turn it back to the operator to open the call for questions.

Operator: We will now begin the question and answer session. And your first question today will come from John Chappell with Evercore ISI. Please go ahead.

John Chappell: Thank you. Good afternoon, everyone. Darren, when I tie together a lot of your comments, mostly on the last part on the bid season, underperformed expectations in this area, but still up modestly year over year. What you've done in the East and the share gain you've had there, and then the mix offset there. Think about the revenue per load cadence for the next four quarters. Like the cake is baked in the mid-26. Does the rest of the year and early next year look like 2Q, or is there anything that can really change the dynamic of that driver?

Darren Field: Well, certainly mix can play a big role, and there's a lot happening mid with mix right now when you heard the result in the second quarter being negative 1% in TransCon, but positive 15% in East. I don't consider that a seasonally normal kind of mix result. I don't even consider that really the result in the bid cycle. It's as much of a reflection of some customer noise around tariffs and imports and all things affecting what's happening now. Core pricing being slightly positive. I mean, that is essentially the result of what I will call the 2025 pricing cycle.

We will begin preparing for pricing discussions and plans for 2026 capacity with our customers as the remainder of the year goes on. And we will be closely watching the highway market and trying to adapt. Traditionally, intermodal has been a little bit of a laggard to the truck market. We're going to be watching closely as we get through the end of this year and into next year for signs that the highway market is changing. Intermodal is going to want to keep up faster. We'll remain to be seen if we can do that, but that will certainly be an effort we would want to undergo.

Brad Delco: Hey, John, this is Brad Delco. I'll add a little bit to that. I think you and hopefully the rest of the audience heard us speak during the quarter at conferences. You know, we were talking about mix changes and the impact that would have on yield and revenue per load. And I think for the first time, we were very transparent with our expectations on where this bid season would land and sort of hinted we thought flat to big slightly up, and we landed slightly up with kind of pure price. You did see in the quarter our revenue per load or yield fall both sequentially and year over year.

And on, let's call it, relatively similar volumes versus first quarter, we saw 30 basis points of sequential margin improvement in intermodal. I think the point I'm trying to make here is you know, we have been obviously working very hard on cost initiatives and productivity and efficiency. But I think that there's this idea out there that revenue per load is the end all be all and that there are other drivers of margin performance. And I think we just at least put some evidence behind that in the quarter. So hopefully that helps.

John Chappell: Appreciate it. Thank you.

Operator: And your next question today will come from Chris Wetherbee with Wells Fargo. Please go ahead.

Chris Wetherbee: Hey, thanks. Good afternoon. I wanted to ask about the $100 million of cost that you guys have talked about. I guess maybe first question, is that separate than the $60 million I think you guys have talked about in the past in terms of capacity opportunities? And then as you think about the breakdown within the segments or maybe the cadence of that dropping through, can you sort of give us a little bit more detail on how you see that playing out maybe through the rest of 2025 and beyond?

John Kulow: Yes, sure. Hey, Chris, appreciate the question. As far as what we've communicated, what we had talked about is that the realization of what the excess equipment that we have in our segments is what that pressure is on our margins. And so the $100 million is really a continuation of that work. We are going to some of the items that we've identified in the $100 million that we've quantified will help address some of that issue. So there is, as we mentioned, asset utilization is a big part of that. As far as providing more detail on the so we're not going to give how these numbers play out within the segments.

I think it'd be it's logical for you and the others to assume that these savings, these cost reductions will be proportionate to the level of spend that we see within those segments. And then you would give some weight to how each individual segment is progressing towards their margin targets. So dedicated is a little closer to the stated margin target, but they also have a large area spend in the organization, and so they're going to share in a fair proportion of the $100 million that we've identified today.

Operator: And your next question will come from Dan Moore with R.W. Baird. Please go ahead. Welcome back, Dan.

Dan Moore: Dan, your line may be muted. Sorry, guys. A little rusty. So good to be back. Thank you for the question. I'll be brief for a change. I was hoping we could talk a little bit about cost improvement initiatives but specific to ICS. I know you guys don't really wanna drill down at a division level with specific numbers. That being said, I think we all realize you're very focused on pulling levers you can control. So any color around ICS and just how you're approaching your efforts there would be most appreciated. Thank you.

Nick Hobbs: Alright. Again, welcome back, Dan. Good to hear from you. I would just say we've been working to take cost out of Intermodal for the past few quarters and been successful and continue to and ICS. Sorry. ICS. So it had to correct me there on that. But in ICS. And so when I look at it, we're doing a lot of levers, but I would say a lot of it is what we're working on is span of control. Really trying to get more efficient with our people. And I think you see that if you look at our operating expense in Q2 of last year versus Q2 of this year.

You can clearly see $3 million or more that's come out of that expense, and that's a lot around expanding control and people and doing things much more efficiently. But I'd also say we're focused on every penny looking under every rock and crevice that we can get to drive that. And I think that if you just look at ICS right now, we are really close to getting the ship turned around and excited where we're at. But that's just one example of many things that we're doing to really drive cost out. On the ICS side.

Brad Delco: Yeah. Maybe just one cleanup item, Dan. I think and for the audience, you know, year over year, gross profit dollars were effectively similar. I think we were up $300,000, but we saw nearly a $10 million improvement in operating income. And really, that's $10 million OpEx that came out of the business versus the prior quarter. And as you probably remember, when you were sitting in your other seat, you know, we talked about $35 million of cost that we incurred in 2024 that wouldn't repeat in 2025. And I think at least so far through the first two quarters of this year, you've certainly seen a good step down in OpEx year over year in ICS.

That doesn't mean that there's still not opportunity there. But it's probably one area we've done already the most amount of work. And I think as heard in Nick's prepared comments, you know, scaling and growing is a big focus while also looking at other areas to drive out cost.

Dan Moore: Thanks for the color. Good luck, guys.

Operator: And your next question today will come from Brian Ossenbeck with JPMorgan. Please go ahead.

Brian Ossenbeck: Hey everybody, afternoon. Thanks for taking the question. So I want to come back to the cost savings target. Maybe, John, can you give us a little bit more description on that? How much of this is volume dependent, of any bigger buckets that you can kind of point to from a headcount perspective? And in the past, you even said there might be some container rentals or other utilization. So is that also considered in this program? So any other details you can provide there, including the cadence, would be helpful. Thank you.

John Kulow: Yes. Hey, Brian. Appreciate the question. So really, we've identified and tried to go through is really looking at cost dollars and where we can find opportunities there. This was across the board, as I said in our opening remarks. We had each executive kind of assigned to an area, and that was salaries and wages, that was benefits, that was equipment utilization. Really across the board. And so, of it will be volume improvement. Will be certainly will help drive cost out. But a lot of these are structural changes to costs that we've been incurring to date that we have line of sight that we can remove from the system.

And so that's kind of where our focus is and what's driving that initiative.

Brad Hicks: Yeah. Maybe it's helpful too. I mean, Brad or Darren, I'll put you on the spot if you think there are areas that you wanna just highlight that you're looking into.

Darren Field: Yeah. I'll just mention, you know, we continue to see advancements in technology. And so as we think about artificial intelligence and the use of agents, it allows us to complete our work more efficiently and therefore lower cost. Shelley mentioned it, I think it's one of my favorite sayings, and that's just do more with less. And that's really the mantra that we've been on. And we've been on that fight for three years now. It's a grind, but still not where we need to be. And so we're pushing harder and farther. And really, that's what it comes down to.

There's a lot of great ideas that are in flight that will help us become more productive, leverage our equipment, investments better in the future than we have in the past, through collaboration and sharing of resources, not only within dedicated example, but also across divisions with intermodal and dedicated and final mile, working closer together. And so those are just some of the areas that I see.

Shelley Simpson: And might just add to something you said, Brad, is I think about artificial intelligence. If you seek from our people perspective, one of the things we really done over the last three years was to mention that our people knew that we wouldn't be doing mass layoffs because we think our people that is our culture. And so as we've started having these conversations, really introducing them to these concepts, our people have a level of safety that allows them to really bring these best ideas of how we can eliminate work, that is not meaningful to them.

And so we want to point our people from doing work that we think we can automate and become more efficient into growing our business. And so that's a big part of our plan as well. I don't think we've identified everything there yet, the $100 million, and so that's part of what John Kulow talked about. That's our first $100 million. We'll have updates from there. But I think that's an important note because when you have people understanding the strategy of the company, making sure that we've invested in our people, technology, and capacity, and that when we come through this, their good ideas will help us move forward and progress more quickly than had we not.

Darren Field: So I'll in here, Brian. You asked some questions about the equipment utilization and how that might play a role. Certainly, we've talked about having the excess capacity for some time now. We're working on a host of creative ways to put that equipment to work. It can be replacing at least trailer in the dedicated business unit as an example or even in JBT or even Final Mile? Can we put some of the containers to work in places where maybe in the past we had trailers leased? Heck, have we talked to outside entities about potential leases? That's certainly a topic out there. I don't have anything to share.

There isn't one of those currently going on, but it's certainly a topic. And then certainly, we've been engaged with BNSF in a meaningful way to talk about the cost to store the equipment facilities we both own, how can we minimize the cost together, and they are a partner with us in that. And we look forward to seeing the benefits of that. I'm not gonna tell you that the second quarter had a lot of benefits in those kinds of areas. But as we move through the rest of the year, we think we can have a meaningful impact on some cost areas certainly around the assets and the trailing equipment.

Brian Ossenbeck: Alright. Thanks very much, everybody. Appreciate it.

Operator: Thanks, Brian. And your next question today will come from Scott Group with Wolfe Research. Please go ahead.

Scott Group: Hey, thanks. Afternoon. So Darren, you had a comment that you think we're at a point where intermodal margins will be stable to modest improved? And I guess I just want to understand that a little bit more. Is that a sequential comment? Is that a year over year comment? I guess ultimately what I'm trying to understand is, you know, doing something with cost, sounds like price maybe just getting a little bit better. Earlier peak surcharges. Like, do you think are we at a point now where year over year intermodal margins can start improving or at least being flat or we're not saying that yet?

Darren Field: Well, I think that what we're suggesting is that we've stabilized where they're at. I believe strongly in our cost initiatives and efforts we have underway to help us moving forward. I want to highlight that, you know, we didn't get the pricing that we would have liked to have achieved given cost pressures that we've that every entity is facing. That's driver wage, it's the cost of maintenance equipment, it's the cost of insurance. It's all the things that are factors in our results. And so pricing hasn't kept up with that necessarily. What that did do though in the bid cycle is it created an environment where we're talking to customers about our challenges.

And I think together we have found not in every instance, but in some instances, we found where customers are working with us to find new ways to flow new flexibility into our drayage operations. To where we can drive better driver productivity, certainly drive out empty miles from time to time. I mean, these are all ways that we're attacking our margin. And I just want to make sure that the investor group doesn't believe that the only path to margin improvement at J.B. Hunt Transport Services, Inc. is from price. It is a necessary factor to fully repair our margin. But growth and cost control are also big factors that can help us.

And I would probably take growth, cost takeouts or cost efficiencies, and then price as kind of equal parts of our mission back to at least the 10 margin. And that's an important element for our investors to watch. And we believe as we move forward, we can achieve sequential improvements in what's going on in our margin.

Scott Group: So just if I can, because I want to make sure I'm understanding, are you suggesting we don't need to wait until the back half of next year and another year pricing to get margin improvement? We can get there before then. Is that ultimately what you're trying to say?

Brad Delco: Hey, Scott, I'll take a stab at this. I think we were very intentional with what we put in our prepared comments as we are each and every year. I think it is an important and also a pretty big statement for us to say, hey, we think we've seen stabilization in our margins in intermodal based upon our executing on our cost to serve initiatives and based upon what we're able to achieve in the bid process. And I think we've been clear and transparent there, particularly with, hey. We have gotten we have sorry.

We have seen rate improvement in our headhaul lanes, and we've also tried to explain why there's a lot of value in balancing the network. And we talked about, hey, seeing some improved balance, can move margin tens of basis points. We've been facing headwinds on price for two years, and I think our margins have held up well. We are finally at a point where we have just a very, very small tailwind to price.

Not nearly enough to compare where inflationary costs are, but if you take what we've shared on what we think we could achieve on lowering our cost to serve plus a little bit of help on rate, yeah, we said we think we can stabilize our intermodal margins. And this can be supportive of some modest improvements. And I would say that's from where we are today.

Operator: Thank you. And your next question today will come from Daniel Imbro with Stephens. Please go ahead.

Daniel Imbro: Yes. Hey, evening, everybody. Thanks for taking our question. I'll ask a non-intermodal one here. I guess Brad, you mentioned in your prepared script the dedicated customer loss trickled here into July. I guess that helps fleet count in 2Q. Was there any benefit on margin in 2Q as we think about maybe you maintained that higher margin business longer than you anticipated? And then I think in the script, you mentioned startup are going to affect your ability to maybe hit your operating income growth. Any more color you could share there?

Is there anything anomalous about these startup costs or how long they should maybe be a drag on margin before you see that recovery from this new business and fleet growth? Thanks.

Brad Hicks: Daniel. I'll start with the back half of your question. We get deeper in the year, the comment was really just a reminder that as we have growth in Q4, that always is a drag for us. We have that growth in the first half of the year, we can outrun the startup cost and investment by getting to profitability. Typically, talk about that being in the third or fourth operating month. And so just based on the way this year's played out and the way we see our growth getting back to the net growth in the back half, it likely will have some degree of drag on it.

As it relates to the smaller carryover, on the known losses, did that have a positive or material impact on our Q2 profitability? I would say I would not be able to say that it had any material impact on our profitability. That business was in line with what our operating results were. So I guess maybe having that revenue a little bit longer than we anticipated have contributed to some OI, but I wouldn't say that it influenced positively or negatively our operating ratio.

Brad Delco: Yeah. Hey, Daniel. This is Brad. I mean, I would say we and we tried to make this clear in the prepared comments. You know, we thought our fleet count would be relatively flat Q1 to Q2. We outperformed it. We're effectively saying, you know, kind of like you know, just the timing of literally a couple days is the difference of we reported in terms of ending truck count versus maybe what it looks like today. And so literally just a couple days extra with that account on the books, made that made that number just look a little bit off from what we shared with you guys three months ago.

Daniel Imbro: Great. Appreciate the detail.

Operator: And your next question today will come from Jordan Alliger with Goldman Sachs. Please go ahead.

Jordan Alliger: Yes. Hi. I know customer uncertainty around forecasting demand in the second half is still a challenge, but peak season is coming pretty quickly. So given the on again, off again tariffs and your own relatively tough second half volume comps, can you maybe drill down a little bit deeper on how you think peak seasonal develop? Can you get positive volume growth? And do you see more mix shifts around that Transcon versus East Coast? Thanks.

Spencer Frazier: Yes. Hey, Jordan, this is Spencer. Thanks for the question. As I mentioned in my remarks, every one of our customers is unique. And specifically in how they have adjusted to changes in trade policy. Some stayed the course, some paused certain items. Some pulled inventory forward, and really, of them longer term are considering their sourcing strategies. And that makes for a very dynamic forecasting challenge for them and for us. And so, you know, to your question, your size, the shape, the duration of peak, you know, that's gonna be different for every customer. And that's also really why we implemented our surcharge early this year.

There are quite a few unknowns as to how that's gonna manifest itself over the next couple of months. Specifically, some customers have said they're going to have a similar in shape and size. Others have said it might be extended. Or also uneven. So that presents a very large challenge for them. And also for us as we're staring at the next couple quarters, but it's also why we wanted to be in a position to make sure that we were going to be ready with our people as well as our equipment that whenever that demand does occur over the next few months that we can serve them.

And so we're very confident in that part and focusing in on our operation. And so whatever the volatility is, we're going to be ready to take care of that business when it comes in.

Jordan Alliger: Thank you.

Operator: You bet. And your next question today will come from Bascome Majors with Susquehanna. Please go ahead.

Bascome Majors: Last year, you repurchased $550 million worth of shares. That's the most you had done since 2007, I believe. And this year halfway through, you're at roughly the same rate you did last year. Can you talk a little bit about the opportunism and just access to cash with CapEx falling down, the opportunism and we see long-term value in our stock where it's trading today and or know, is there maybe a structural rethinking about how to use cash with the buyback versus other uses longer term? Thank you.

John Kulow: Hey, Bascome. This is John. And there really hasn't been any change in our the way we approach our capital deployment. Obviously, want to reinvest in our core businesses and traditionally that is through our revenue equipment purchases. As we've talked about, we have pre-funded a lot of those investments, and so we're the current environment we do have, as I mentioned, strong free cash flow. And we have used that to repurchase our shares mostly from an opportunistic just looking at the value of our stock multiple relative to S&P, RSI. I mean, we look at all those factors when we think about how we repurchase. But bottom line is we want to continue to maintain our dividend.

We want to maintain our leverage. What we're targeting right now is that one time's EBITDA. And so when to the extent we have free cash flow, we will again take a look at opportunistic possibilities for repurchasing stock. One thing I would say is we did earlier this year we renewed some of our senior notes. We do have some coming up early next year. So we're looking at that and really feel like we're in a healthy spot with respect to our cash flows. We don't see deterioration in cash flows from operations. And so we're going to continue to use that methodology on how we think about when we repurchase.

Operator: Thank you. And your next question will come from Ken Hoexter with Bank of America. Please go ahead.

Ken Hoexter: Hey, great. Good afternoon. So you talked about not seeing pre-shipping the last couple of quarters and now TransCon volumes are declining. 1% with the pause in shipping. Eastern volumes up 15%. But now you're ending the 7% down comps from a year ago. So maybe can you describe the market backdrop now? And I guess in that vein, noted peak season surcharge programs are starting earlier this year. So thoughts on how that flows through yields versus normal seasonality?

Darren Field: Yes, sure Ken. This is Darren. So, look, I think that over the last several quarters when a lot of the commentary was about a pull forward of inventory. We just we didn't have a lot of customers telling us that's what they were doing. You know, we continue to look to our customers for as much forecasting and feedback as we could get about what to expect, what to anticipate. I think our customers did the best they could and gave us the information available. I don't think anybody hiding anything. It just was it was difficult for our customers to see. And we were able to execute on their behalf.

As the second quarter went on, we did see some changes in the way the transcon volumes were flowing. And so, I mean, I would think you all can see some of that. And IANA data and you'll begin to see that. I would anticipate in the industry. And so there began to be a lot of dialogue about, well, there's going to be a surge coming. And maybe it will come earlier. We did have a handful of customers that said, hey. I might have extra business in July. I might we had many customers say, I'm gonna have the same peak I had last year, for example.

And so you began to hear a host of different thoughts about that. And we just wanted to build a plan not because caught by surprise. And frankly not be forced to take on cost. That was essentially a peak like event that we just we our shareholders don't deserve to take on that cost. And we built a program for our customers. Now obviously, if they don't search, they won't pay for excess capacity. And that's how we've shared that. And so we're trying to be prepared. We're trying to highlight our capabilities. We're trying to organize our own teams with our capacity and be ready.

The last thing our industry can do is fail this shipping community at a time when the when demand upticks. And BNSF and J.B. Hunt Transport Services, Inc. are jointly aligned and being prepared for the next uptick in demand. And I think that's what we're trying to highlight that we're out there ready to do. So as we move forward, I don't know what to tell you in terms of forecasting transcon volumes, certainly. We can all see. Ocean vessels are bringing more cargo in through California today than they were several weeks ago. Traditionally, that translates into domestic intermodal at some point.

And so we'll have to wait and see, but we're prepared to help our customers whenever they need it.

Operator: And your next today will come from Brandon Oglenski with Barclays. Please go ahead.

Brandon Oglenski: Hey, thanks for taking the question. Maybe as a follow-up to that answer, how does growth in the East relative to flat loads or downloads in TransCon help with the lane balance strategy and the cost efficiency, you know, outlook for Intermodal segment? If you don't mind?

Darren Field: Well, look, Eastern network growth has its own kind of balanced challenges that are different than what the transcon balance looks like. Certainly, the length of haul is much shorter and thus the cost to reposition empty equipment is also lower. You're just moving shorter distances. The mix of business that grows in the East is very similar throughout the year. And so there's not what I would call surges in the need for empty flows. And so the cost process to consider with pricing, all of that is considered. And so as we look to grow our Eastern business just as fast as the customers want to convert that highway business, and we'll continue to do that.

It certainly just doesn't put the pressure on the empty repositioning cost in the same weight as what TransCon can.

Operator: And your next question today will come from Ravi Shanker with Morgan Stanley. Please go ahead.

Ravi Shanker: Great. Thanks for taking the question. Maybe just to gears a little bit and a little bit of a bigger picture question here. Intermodal and dedicated, EBIT have kind of converged a little bit and probably are the closest they've been maybe ever right now. Is this cyclical or structural in your view? And kind of how do we think about the trajectory of EBIT for both segments into the up cycle? Do you think Intermodal probably has more operating leverage and torque as up cycle comes back? Or do you think both of them track pretty closely?

Brad Delco: Hey, Ravi. This is Brad Delco. I'll take a shot at that and let Brad or Darren maybe chime in if they wanted to add more. But it is a good observation. I think the financial just say, income of those segments are as close as they've been in maybe ever. And I think it's really a function of you know, probably more the cycle and where we are. I mean, clearly, dedicated margins are you know, they're off from the publicly stated margin target range of 12 to 14. But not that far off. Clearly, we're a little bit further off from our the low end of our margin target range in JBI.

So I think there's some more cyclical dynamics there. I think there's something very strong secular trends in dedicated, and I think you've seen consistent performance there. We've highlighted why we think our model is strong, resilient, and also unique. In terms of how we think about Dedicated versus how we think the broader market talks about their dedicated business. And so good observation. Obviously, we like both of these I'll let Brad and Darren add anything more that they would like to add.

Darren Field: Well, I'll just start with intermodal. Certainly, we have we prefunded capacity for growth that we haven't achieved. Yet. It is absolutely our expectation and our plan to continue to grow into the Intermodal excess capacity that we have today. Brad and I have known each other for a really long time, and I've always said the race between dedicated and intermodal is gonna be fun. I don't know that I ever think that there's a winner or a loser in that. We enjoy kind of the internal competition of that, and I'm well aware that dedicated is right on our heels.

Brad Hicks: I'd just say to Darren's comment, we do have some fun with the competitive nature that we have here at J.B. Hunt Transport Services, Inc., but we want to win all across the board. And so, yeah, I'm closer to my target ranges, but I'm not there yet. So I'm driven. And all of the initiative work that John Kulow mentioned earlier I think that we can get back in our range in the near term. We're that close. I'm really proud of the team. Their results that we have, operational excellence, whether it's safety, driver retention, our entry rates. Yes, we've touched on some inflationary costs. Predominantly in the buckets of insurance that we're trying to outrun.

With efficiency gains and with productivity improvements. But really proud of my team. But no, we want to win across the board at J.B. Hunt Transport Services, Inc. And so if Darren's at his target range and I'm at my target range, then yeah, we'll arm wrestle to see who can be the biggest when the music stops.

Ravi Shanker: Good luck. We're the best segment, Ben.

Operator: And your final question today will come from Tom Wadewitz with UBS. Please go ahead.

Tom Wadewitz: Yes, good afternoon. So I know you've had quite a bit in the cost side, but I wanted to ask one more. I just I guess to people think about the cost initiatives as sometimes being a gross initiative, you take that out, but you're going to have to offset inflation. I understand you have significant moving parts that drive operating income, you know, how much price you get, where you can add volume. But at a high level, should we think about this $100 million program in 2026 as being a net impact to EBIT?

Should we you think you'll look back at this and say, look, you know, this really gave us another $100 million on top in terms of EBIT? Or is it more appropriate to say, hey. This is a gross thing, and there are a lot of moving parts. That, you know, might be tougher to kinda see that clearly in the numbers we look back. Thank you.

Brad Delco: Well, I mean, I think Tom, hopefully, we would like the audience to take into consideration. You know, hunt typically doesn't step out on a limb and throw out numbers. You know, we have been very thoughtful, put a lot of work into this, and we've said over and over again, this is a safety culture. I mean, we said the $100 million is the star. These are things that we've identified. Does that mean over the next twelve months, we don't anticipate seeing inflationary cost pressures at you know, some of this work. Won't help us in overcoming those inflationary cost pressures. I mean, I actually think you see a lot of that in the results of Q2.

I mean, everyone can see that our revenues were effectively flat year over year. I think, you know, we are off $500,000. And our operating expense was up $8 million year over year. And if you look at insurance and claims and I'll go ahead and share group medical. You know, we're up $21 million just in those two areas. And so with good growth in JBT and good growth in intermodal, we're doing more and excluding those two items, our operating expenses are actually down year over year. So I think the organizations that a really good job managing cost.

Do I have a perfect crystal ball as to what inflationary cost pressures are gonna look like over the next twelve months? No. I don't. But I do know that we feel very strongly about on a $100 million of cost that we feel like we can take out. And my hope is that it will be very noticeable to our shareholders that they'll see improved performance because of the additional efforts that we put at identifying and going out and tackling these costs moving forward. Kulow, I don't know if you want to add anything.

John Kulow: Yeah. I think you said it great. You know, we as Brad mentioned, you know, our number is actually higher than the $100 million. But we want to maintain our credibility with investors. And when we say we're going to do something, we want to have high conviction that we can have success in achieving that. And so it's not simply taking the $100 million and removing it from our OpEx, and you can forecast what next year's operating expenses will be. But we have identified $100 million as we sit today and more work to come. Of costs that we can remove from the system.

There is going to be continued inflationary pressures in probably all of our cost items. But what we are doing is working on the cost that we can control, and we've identified areas where we feel highly confident that we can be on a better path to improving our margins.

Operator: This concludes our question and answer session. I would like to turn the conference back over to Ms. Shelley Simpson for any closing remarks.

Shelley Simpson: Thank you. We've been in a prolonged challenging environment for the last three years. And you heard us talk about in the last earnings call that we were really being fluid but also adapting to what we believe this environment looks like that allow us to focus on short-term things that we could work on that wouldn't jeopardize our long-term opportunity. I'm proud of our people in this environment. We've been operationally excellent and we're set for growth. We do really well in a growth environment. And that's because we keep focused on our customers, and we keep creating more value, and they keep asking us to grow. And all of our segments are set for growth.

And so as you think about where we're positioning for the second half of the year and end of 2026, have a large addressable market of $600 billion. We're at the highest level of service and customer sentiment across all five of our segments. And we have the people, technology, and capacity for the inflection occurs. Meanwhile, we've identified our first $100 million in cost to target. We are highly motivated, we're ready to grow while we lower our cost to serve. And that puts us on the right path of repairing our margins and growing our earnings. Thank you for your interest, and we look forward to talking to you next quarter.

Operator: Conference has now concluded. Thank you for attending today's presentation. You may now disconnect.

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Omnicom (OMC) Q2 2025 Earnings Call Transcript

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Image source: The Motley Fool.

DATE

Tuesday, July 15, 2025 at 4:30 p.m. ET

CALL PARTICIPANTS

Chairman and Chief Executive Officer — John Wren

Chief Technology Officer — Paulo Juveienko

Chief Financial Officer — Phil Angelastro

Need a quote from one of our analysts? Email [email protected]

RISKS

Public Relations Revenue Decline: Non-GAAP adjusted results show public relations organic revenue decreased 9% in Q2 2025, primarily in the U.S, attributed partly to decreased national election spend and weaker global network performance.

Branding and Retail Commerce Pressure: Organic revenue in branding and retail commerce fell 17% in Q2 2025, citing "continued pressure from uncertain market conditions" slow M&A, and reduced new brand launch and rebranding activity.

Healthcare Revenue Decline: Organic revenue in healthcare dropped 5% in Q2 2025, as the segment cycled through a "large prior period client loss" and projects winding down as brands near patent expiration.

Income Tax Rate Impact: The reported income tax rate rose to 30.2% in Q2 2025, up from 26.4% a year earlier, mainly due to the non-deductibility of certain 2025 acquisition-related costs, resulting in lower net income and free cash flow.

TAKEAWAYS

Organic Growth: Organic revenue growth reached 3% in Q2 2025, in line with company expectations.

Non-GAAP Adjusted EBITDA Margin: Non-GAAP adjusted EBITDA margin was 15.3% in Q2 2025, flat year-over-year, with non-GAAP adjusted EBITDA growing 3.7% to $613.8 million.

Non-GAAP Adjusted Diluted EPS: Non-GAAP adjusted diluted EPS increased 5.1% to $2.05, compared to Q2 2024, reflecting operating performance excluding acquisition-related and repositioning costs.

Share Repurchases: $223 million of shares were repurchased in the first half of 2025; the company remains "on track to repurchase $600 million of shares in 2025"

Organic Growth Guidance: Omnicom Group Inc. maintained full-year organic growth guidance of 2.5%-4.5% for 2025.

Adjusted EBITDA Margin Guidance: Guidance calls for a 10 basis point improvement in non-GAAP adjusted EBITDA margin over the 15.5% margin achieved in 2024.

Acquisition Synergies: Management reiterated confidence in achieving a $750 million synergy run rate following the Interpublic Group acquisition, with ongoing identification of further opportunities.

Antitrust Approvals: The company received antitrust approval for the Interpublic transaction in the United States, bringing approvals to 13 of 18 necessary jurisdictions.

Media and Advertising Growth: This discipline delivered 8% organic growth in Q2 2025, with "solid growth in most geographies" and strongest performance in the media segment.

Precision Marketing Growth: Precision marketing grew 5% in Q2 2025, driven by U.S. results partially offset by mixed performance internationally.

Foreign Exchange Benefit: Reported revenue benefited from a 1.1% positive impact from foreign currency translation in Q2 2025. The company expects this benefit to continue over the next two quarters, totaling approximately 1% for the full year 2025.

Acquisition-Related and Repositioning Costs: Acquisition-related costs totaled $66 million and repositioning costs were $89 million in Q2 2025. These were noted as elevated due to regulatory and integration planning for Interpublic and organizational adjustments.

Free Cash Flow: Year-over-year, free cash flow declined for the first six months of 2025, mainly due to increased acquisition-related and repositioning expenses compared to the same period in 2024, while the change in operating capital improved by about $250 million.

Financial Strength: Omnicom Group Inc. held $3.3 billion in cash equivalents and short-term investments at the end of Q2 2025, with $6.3 billion in outstanding debt and no 2025 maturities.

Return Metrics: Return on invested capital was 18%, and return on equity was 34% for the twelve months ended June 30, 2025.

Technology Platform Reorganization: Effective July 1, the company reorganized Omni, OmniAI, Artbot, and Flywheel Commerce Cloud into a single end-to-end platform organization led by Duncan Painter.

Cultural and Creative Recognition: OMD Worldwide won Media Network of the Year and DDB Worldwide won Network of the Year at the Cannes Lion Festival; Omnicom Group Inc. was recognized as the most effective holding company by the 2024 EFI Index.

SUMMARY

Omnicom Group Inc. provided detailed operational and strategic updates as it maintained organic growth, safeguarded margins, and prepared for the transformative Interpublic acquisition. Management disclosed that 13 of 18 required antitrust jurisdictions have been secured for the transaction, with closure targeted for the second half of 2025. Q2 2025 demonstrated discipline-level divergence in demand, with media and advertising posting notable growth, while public relations, healthcare, and branding experienced explicit revenue declines. The company executed further integration and technology restructuring, with a leadership appointment for its new platform, and reaffirmed guidance for both top-line growth and margin improvement.

Chief Financial Officer Angelastro said, "SG&A expenses increased primarily due to $66 million of IPG acquisition-related costs in the second quarter of 2025. Excluding these costs, reported SG&A expenses declined by 6%."

John Wren explained the cap on share repurchases is an "arbitrary decision" linked to merger terms with Interpublic, with further flexibility anticipated after deal closure.

The company underscored early adoption and current deployment of generative AI, with Chief Technology Officer Juveienko outlining its application for agentic frameworks across creative and strategy teams to increase both productivity and innovation.

Management highlighted that continued investment in data and technology is central to maintaining competitiveness, and repositioning efforts are being executed independently of merger synergy targets.

Despite the backdrop of macroeconomic and regulatory uncertainty, Omnicom Group Inc. leadership expressed confidence in the resilience of long-term client relationships and in achieving outlined financial targets.

INDUSTRY GLOSSARY

Agentic Framework: An AI-based system composed of multiple collaborative agents automating complex multistage marketing workflows.

Flywheel Commerce Cloud: Omnicom Group Inc.'s integrated commerce platform supporting data-driven marketing and technology services.

Synergy Run Rate: The annualized cost savings or efficiencies expected after integration of an acquired business; management targets $750 million following the Interpublic combination.

Omnicom Advertising Group (OAG): An internal division focused on unified advertising business operations following organizational restructuring.

OmniAI: The proprietary artificial intelligence-powered analytics platform used across Omnicom Group Inc. to drive marketing insights.

Full Conference Call Transcript

John Wren: Thank you, Greg. Good afternoon, everyone, and thank you for joining us today. We are pleased to share our second quarter results. Organic growth was a solid 3% for the quarter, in line with our expectations. Non-GAAP adjusted EBITDA margin was 15.3% for the quarter and flat to last year. Non-GAAP adjusted net income per share, which excludes the after-tax effect of the amortization of acquired and strategic platform intangibles, repositioning costs, and acquisitions costs, was $2.05. Up 5.1% versus the amount in Q2 2024. Our cash flow continues to support our primary uses of cash: dividends, acquisitions, and share repurchases, and our liquidity and balance sheet remained very strong.

During the first half, we used $223 million in cash to repurchase shares and are on track to repurchase $600 million in shares in Q2 2025. After a solid 2025, organic growth is expected to be 2.5% to 4.5% and adjusted EBITDA guidance to be 10 basis points higher than the 15.5% we achieved in Q2 2024. Turning now to our key initiatives, I'd like to begin with an update on our proposed acquisition of Interpublic. In June, we reached a major milestone when we received antitrust approval to close the transaction in the United States, bringing the total number of approved jurisdictions to 13 out of the 18 required for closing.

We remain fully on track to complete the transaction in the second half of this year. As we progress through the regulatory approval process, Phil and I have continued to speak with our clients and our people. The response has been overwhelmingly positive. There's a genuine sense of anticipation and excitement about the opportunities our combined company will create that has only intensified as we approach the closing. By combining our complementary strengths, the new Omnicom Group Inc. will be equipped with industry-leading resources to drive a bold era of growth for our people, delivering superior outcomes for our clients, and generating significant long-term value for our shareholders.

Omnicom Group Inc. and IPG have dedicated teams at both corporate levels, working closely with our merger consultants, leading the process to ensure a seamless and successful closing. Contrary to the early speculation that the transaction might distract our professional staff, our agencies remain fully focused on delivering exceptional service to our clients and securing new business. Recent wins include Under Armour, Bimbo Global, and ASDA, just to name a few. We continue to refine our analysis and identification of synergies to achieve our $750 million run rate target following the closing.

We are highly confident that we will achieve this level of synergies and we continue to identify further opportunities beyond our target as we move forward with the evaluation. We've also taken steps to align our existing portfolio, ensuring that we can immediately deliver the benefits of the combined company to our clients, particularly in relation to our operating platform strategy. To that end, effective July 1, Omnicom Group Inc. reorganized our most advanced data and technology assets: Omni, OmniAI, Artbot, and the Flywheel Commerce Cloud into an end-to-end platform organization to drive our strategy forward. This move is designed to directly support our clients' marketing and commercial ambition while accelerating our own growth trajectory.

With the proposed acquisition of IPG, our new platform will be significantly enhanced by the addition of Kinesso and Acxiom, recognized as the world's highest fidelity data platform, as well as Real ID, the most comprehensive customer identity solution available. These assets will enable us to deliver even greater value and innovation to our clients. The new platform organization will be led by Duncan Painter, whose experience in building well-established tech platforms across Flywheel, EDS, Experian, and Sky makes him uniquely suited for this role. Our long-standing strategy has always been rooted in the belief that data and technology supercharge creativity. In today's world, especially with the rise of generative AI, breakthrough creativity is more valuable than ever.

I'm proud to share that our agencies returned from this year's Cannes Lion Festival of Creativity with two of the industry's highest honors. OMD Worldwide won Media Network of the Year, and DDB Worldwide won Network of the Year. Our ability to excel in both creative and media underscores the strength of Omnicom Group Inc.'s end-to-end capabilities and the outstanding work we deliver for our clients. The recognition also follows Omnicom Group Inc. being named the most effective holding company for the second consecutive year by the 2024 EFI Index, demonstrating that our people and agencies continue to stay ahead of the curve, consistently delivering work that drives real business impact.

Lastly, I want to highlight a key addition to our leadership team. In May, we welcomed Susan Catalano, our new Chief People Officer in the United States. Susan brings a wealth of experience in organizational redesign, talent operations, and management, and has successfully guided global organizations through transformational changes. Susan will play a key role in bringing Omnicom Group Inc. and Interpublic together, creating a world-class HR organization that attracts and develops the industry's best talent. In closing, we're pleased with our first-half financial results, our progress on key strategic initiatives, and the integration planning underway for Interpublic. As we look to the second half of the year, we remain confident in achieving our full-year organic growth and margin targets.

Our focus will remain on delivering for our clients and successfully completing the Interpublic transaction. Now I want to introduce and turn the call over to Paulo Uvianco, our Chief Technology Officer, who's joining us today to explain how we are making generative AI accessible to all our colleagues and clients across the organization. Paulo,

Paulo Juveienko: Thanks, John. I want to now spend a few minutes on what we think is one of our most significant competitive differentiators. We're deploying generative AI and agentic capabilities through our Omni platform and data assets to fundamentally reshape how we create value for clients. Back in 2022, we made the strategic decision to be an early adopter of generative AI, recognizing the transformative potential ahead of many of our competitors and clients. Initially, our focus was on the obvious applications, using generative AI for ideation and content creation and copy generation, as well as distilling insights from audiences. These delivered immediate productivity gains, but they represented only the first phase of our AI strategy.

What is driving the latest phase of our continuous transformation has been the development and deployment of our agentic framework. Over the last year, we have been aggressively and systematically rolling out AI agents throughout our workflows, where we can deploy multiple AI agents that collaborate seamlessly to deliver comprehensive solutions. Rather than isolated AI tools addressing individual tasks, we can now orchestrate intelligent agents across campaign life cycles, simultaneously analyzing data, optimizing strategies, and refining creative elements. This capability is powered by proprietary data and institutional knowledge, democratizing access to our industry-leading consumer intelligence, encompassing behaviors, demographics, cultural insights, and transactions.

Additionally, we are fine-tuning and grounding the market-leading foundational and frontier models, effectively encoding our strategic expertise into our scalable AI system. Most importantly, we are orchestrating complex multistage workflows that previously required extensive human resources. Examples of this cover the entire spectrum of our workforce. For instance, our strategy and creative teams across all our agencies are incorporating synthetic audience agents that are grounded in the Omni datasets, allowing teams to conduct synthetic focus groups for ideation, personalized content creation, and prelaunch testing and scoring of campaigns and assets.

In our health group, the teams have been able to create a multi-agent reasoning engine that helps in recalibrating campaigns and assets at significantly greater speed when the market conditions change by simulating market scenarios, modeling stakeholder responses, and synthesizing existing signals. Within our digital commerce group, the teams have crafted numerous agents that assist in new product launches, helping to optimize strategies by surfacing actionable insights from sales trends, market data, and competitor analysis. This all represents far more than operational efficiency, though those benefits are significant. We are building differentiated capabilities through our data and technology stack. This positions Omnicom Group Inc. to capture value as the industry evolves and strengthens our long-term competitive positioning.

Now I'm going to hand it back to John. But I'll be available for our Q&A session later on the call.

John Wren: Thanks, Paulo. I hope that gives you a better sense of how we are embedding generative AI across the enterprise. I'll now turn the call over to Phil for a closer look at our financial results. Phil?

Phil Angelastro: Thanks, John. In an uncertain market, our performance through the first half was solid, with organic revenue growth near the midpoint of our annual guidance and our adjusted EBITDA margin levels flat. As we begin the second half, less uncertainty in the macro environment may allow marketers to normalize spending levels, although it is still too early to say that the uncertainty in the macro environment has been eliminated. The larger parts of our business continue to perform very well, and we continue to invest in our technology platforms and tools that differentiate us in the marketplace.

And at the corporate level, as John said, we are focused on planning for the integration of IPG so we can hit the ground running. Let's now review our results in more detail, beginning with changes in revenue, on slide three. Organic growth in the quarter was 3%. The impact on revenue from foreign currency translation increased reported revenue by 1.1% as the U.S. Dollar weakened relative to most currencies throughout the quarter. If rates stay where they are, we estimate the impact of foreign currency translation on revenue will approximate positive 1% for Q3 and positive 2% in Q4, which would result in a benefit from foreign exchange of approximately 1% for the full year 2025.

The net impact of acquisitions and dispositions on reported revenue was positive 0.1%. At this time, we expect the impact of acquisitions and dispositions completed to date will be minimal for the full year 2025. Let's now turn to slide four for a summary of our income statement. This table shows our reported numbers on the left, and non-GAAP adjusted numbers on the right. Adjusting for acquisition-related expenses and repositioning costs, our Q2 2025 non-GAAP adjusted EBITDA grew 3.7% to $613.8 million with a margin of 15.3%. And our non-GAAP adjusted diluted EPS grew 5.1% to $2.05.

To highlight the two adjustments made to operating expenses, the first is an increase in Q2 of acquisition-related expenses related to both regulatory approval work and an acceleration in our integration planning work. The second relates to repositioning actions, primarily severance, we took to optimize Omnicom Advertising Group and Omnicom Production Group, as well as to align our businesses and markets more broadly to recent changes in market conditions and client demand related to the challenging macro environment. Please turn to slide five for a reconciliation of these items in detail. Acquisition-related costs of $66 million in Q2 2025 increased from the $34 million we incurred in Q1 of 2025. And repositioning costs were $89 million during Q2 of 2025.

We continue to expect our non-GAAP adjusted EBITDA margin for the year to be 10 basis points higher than our 2024 results of 15.5%. As we get closer to closing the acquisition of IPG, we'll be evaluating ways to accelerate savings opportunities prior to the closing date. We continue to expect to achieve our cost savings target of $750 million. Let's now turn to slide eight and review organic revenue growth in more detail, beginning with our disciplines. Media and advertising was up 8%, with solid growth in most geographies. Overall results were driven by strong growth in our media business and mixed performance in advertising.

Precision marketing grew 5%, including strong performance in our digital, CRM, and experienced design agencies in the U.S., offset by mixed performance internationally. Public relations declined 9%, primarily in the U.S., due largely to weaker performance in our global networks and some reduction relative to the benefit in 2024 from national election spend. We expect to see a difficult comp for the rest of 2025. Healthcare revenues were down 5%, and this includes our having now cycled through a large prior period client loss, as well as work winding down on brands that are close to loss of patent protection. We continue to expect improved performance as the year progresses. Branding and retail commerce was down 17%.

Branding experienced continued pressure from uncertain market conditions impacting both new brand launches and rebranding projects, as well as continued slow M&A activity, while retail commerce in the quarter slowed. Experiential grew 3%, driven by good performance in the U.S., offset by a challenging comparison to last year with the Olympics, as well as declines in the Middle East and China. Lastly, execution and support increased 1%, driven by strong growth in the U.S., offset by negative performance in the UK and Continental Europe. Turning to organic revenue growth by geography, on slide nine. We saw growth across all of our regions with the exception of the UK, where strength in media and advertising was offset by other disciplines.

Our largest market, the U.S., organic growth of 3%. And Asia Pacific also posted solid growth, as well as Continental Europe, although mixed by market. Slide 10 is our revenue by industry sector. Year to date relative to 2024, there are various small changes in the categories we track. The auto category increased year over year, reflecting new business wins, which were offset by some client spend reductions. Now let's move down the income statement and look at our expenses on slide 11. In the quarter, salary-related service costs, our largest expense, were down on a reported basis and as a percentage of revenue, driven by our continued efficiency initiatives and ongoing changes in our global employee mix.

Third-party service costs grew in connection with the growth in revenue, primarily in the media and advertising discipline. Third-party incidental costs are out-of-pocket costs billed back to clients at our cost, also grew in connection with revenue growth. Occupancy and other costs increased just under 4%, but decreased as a percentage of revenue. These include office rent, other occupancy, and general office expenses, as well as technology expenses. SG&A expenses increased primarily due to $66 million of IPG acquisition-related costs in the second quarter of 2025. Excluding these costs, reported SG&A expenses declined by 6%.

Turning to slide 12, you can see a presentation of our income statement that adjusts for the items that are not part of our normal course operations. As I mentioned earlier, when excluding both the acquisition-related and repositioning costs from the second quarter of 2025, non-GAAP adjusted EBITDA grew 4.1% and the related margin was flat at 15.3%. Net interest expense in 2025 was flat, reflecting a decrease of $1 million to $40.7 million. We estimate that net interest expense will increase by approximately $4 million in Q3 and by $5 million in Q4. Our reported income tax rate was 30.2% in Q2 of 2025, compared to 26.4% in the prior year.

The increased rate is primarily due to the non-deductibility of certain acquisition-related costs in 2025. On an adjusted basis, our Q2 2025 rate was 26.5%, up slightly from 2024, which was 26.3%. For full year 2025, we expect the rate on an adjusted basis to be between 26.5% and 27%. Average diluted shares outstanding were down 1% in Q2 2024, due to net repurchase activity. While reported diluted earnings per share were down 21%, on an adjusted non-GAAP basis, as discussed, it increased 5% to $2.05 per share. Now please turn to slide 12 for a look at year-to-date free cash flow.

Year-over-year decline was driven primarily by the reduction in net income resulting from the impact of both the acquisition-related costs and the repositioning costs. As you know, our free cash flow definition excludes changes in operating capital. As you can see in the appendix on slide 18, we had an improvement of approximately $250 million in the use of operating capital in the first six months of 2025 compared to last year. It's worth noting that on a twelve-month basis, our change in operating capital is once again positive.

Regarding our primary uses of free cash flow, for the six months ended June 30, we used $277 million of cash to pay for dividends to common shareholders and another $34 million for dividends to non-controlling interest shareholders. Our capital expenditures were $72 million. As we've discussed, they are a bit higher than our historical average due to ongoing investments in our strategic technology platform initiatives. Total acquisition payments were $48 million, including earn-out payments and the acquisition of additional non-controlling interests. This is down significantly from last year, which included the acquisition of Flywheel, net of cash acquired. Finally, our share repurchase activity was $223 million, excluding proceeds from stock plans of $13 million.

This included share repurchases of $142 million in Q2 and $81 million in Q1. We still expect repurchase activity of approximately $600 million in total for the year. Slide 13 is a summary of our credit, liquidity, and debt maturities. At the end of Q2 2025, the book value of our outstanding debt was $6.3 billion, flat with the same prior year period. We have no maturities in 2025. However, you will note that our $1.4 billion April 2026 maturities are now classified as current on our balance sheet. We will address these in due course. Our cash equivalents and short-term investments at the end of the quarter were $3.3 billion.

We continue to maintain an undrawn $2.5 billion revolving credit facility, which backstops our $2 billion US commercial paper program. Slide 14 presents our historical returns on two important performance metrics. For the twelve months ended June 30, 2025, Omnicom Group Inc.'s return on invested capital was 18% and our return on equity was 34%, both of which reflect our strong performance and strong balance sheet. Year-over-year change is driven by the IPG-related acquisition costs and the repositioning costs incurred in the twelve months ended June 30, 2025. I will now ask the operator to please open the lines up for questions and answers. Thank you.

Operator: Thank you. If you would like to ask a question, please press 1 on your telephone keypad. If you would like to withdraw your question, simply press 1 again. Please ensure you are not on speakerphone and that your phone is not on mute when called upon. Thank you. Your first question comes from David Karnovsky with JPMorgan. Your line is open.

David Karnovsky: Thank you. John, you noted the ongoing macro uncertainty in your remarks. Can you speak to the progression of things since you last updated in April, just given one of your competitors had noted a worsening trend in June? And then should we view the low end of the guide? And what's your thinking to maintain that in the context of the over 3% growth in the first half?

John Wren: Sure. Other than some specific client traffic issues, with them being more impacted by proposed tariffs than not, in general, I don't think the environment's changed all that much since the last time we spoke. I think the Trump administration hasn't issued final guidelines nor conclusions about some key markets that our clients operate in. And so I think it's business as usual for the most part. I think on all of our major clients, and they'll be even more significant to us after this transaction closes, they're long-term partners of ours. And so to the extent that there's a little bump in the road someplace, it's nothing more than just that.

And we will collectively get through it together in a very constructive way. So yeah, there are macro concerns. I would imagine there are macro concerns of different slots almost every year. But these seem to be controlled by decisions coming out of Washington for the most part. And I think they're gonna settle down as we get through the balance of the year. And you know, if you have more something specific you wanna know, I'm happy to answer you, David.

David Karnovsky: No. Just any more thinking, John, on the low end of the range, maintaining Yeah. No. On the in the complex No. No. No. No. No. What we did is with the uncertainty, we made our comments earlier in the year. We're still operating well within that range. And we have no reason at this point to think it's gonna be any lower for any circumstance. And so everything should be upside from the bottom, but until we get further and further into these decisions that are being made by third parties, we really can't measure that impact. Okay. Just one more if I can.

Your third-party principal cost increases in the quarter would indicate continued strong contribution from principal trading. Just for this offering, how do we think about the sustainability and growth here and kinda maintaining that strong performance overall for media and advertising.

John Wren: Sure. I mean, media is probably the strongest area within the industry. And our third-party, what you referred to as third-party cost, didn't see from our disclosures that you can't see from any of our competitors it's a product we have. It's a product we've had for a long time. It's a product that continues to grow. And I can see very clearly that it's gonna continue to grow into the future. So it isn't as unicorn by any standard other than the fact that everybody else that you speak to in the industry doesn't tell you the truth. So it is what it is. It continues to grow. It is a product.

The reason it's revenue is for all sorts of accounting reasons that Phil can probably better explain. But it's a product that our clients opt into. We plan with them, and then we execute against it. And the client gets a better deal, and we get incremental revenue with an incremental margin.

David Karnovsky: Thank you, John.

Operator: The next question comes from Steven Cahall with Wells Fargo. Your line is open.

Steven Cahall: Thanks. I want to follow-up on David's question, but focusing on the creative side within media and advertising. And Phil, I think last quarter you said creative was flattish in Q1 and might pick up during the year. So I'm just curious if you've seen any pickup on the creative side of things. And then relatedly, you know, as David mentioned, the media business is growing strong. John, you said that you think that'll continue to the future. Is there any margin mix benefit or shift that we should think about as media becomes kind of this longer-term tailwind and becomes a bigger and bigger piece of revenue ahead?

John Wren: Well, let me deal with the second part, and Phil can talk to the first part. Sure. Media is a very, very strong area which continues to grow. I think our increased size will benefit us as we move forward and complete the transaction. Also, the unique attributes of what's in our platform of that we gather information, which allows us to gain insights to help target how clients spend their money and how to optimize that spend, improves every single day. Paulo spoke to generative AI and the benefits it has to the tools that we're providing both our creative people and our media people that continues to happen at breakneck pace.

And he's available, by the way, to answer more specific questions because I'm a generalist. And, yeah, there are increasing opportunities that are being developed in terms of different products, different opportunities to increase margin, different ways to process media transactions. So to me, that is very op I'm very optimistic about that, and it's continued growth. I know some you know, I think if you objectively look at the industry, at least for the last two years, out of the people who we consider competitive in the set, two of us continue to win. And the others continue to suffer at one pace or another.

By the way, those are the same two that I tried to merge with a decade ago. So I wasn't wrong then. It probably won't be wrong this time. You wanna hit Greg? Yeah. On your first question, Steve, the creative business was basically flat to slightly down in the quarter. Performance was stronger outside the U.S. in many international markets, not every international market, but many. Relative to the U.S. So performance was okay. It's been better in the past, but not that difficult. I think some of the macro probably had a little more of an impact on the creative business this quarter.

It's certainly easier to move from quarter to quarter or from month to month than some of the media commitments that you have to make if you're, you know, standing at 20,000 feet and dissecting our business.

Steven Cahall: Thank you.

John Wren: Sure.

Operator: The next question comes from Cameron McVeigh with Morgan Stanley. Your line is open.

Cameron McVeigh: Hi. Thanks. I wanted to ask about the AI agents and where you expect to see, you know, the biggest immediate value adds and then long term how you may expect that to evolve. And then secondly, on that point, how you expect that to impact your financials? Do you see this more enabling share gains and cross-selling, so more of a top-line growth driver? Or is this more for an operational efficiency standpoint and, yeah, the help with margins? Maybe both. Thanks.

John Wren: I'm gonna let Paulo take a lead on the question, and then I have some opinions. I don't think they're more than that. On what the impacts of it is gonna be financially. But, Paulo, sure.

Paulo Juveienko: So as John articulated earlier, we believe that we sit on effectively the most elite dataset in the industry. And our generative AI strategy is grounded in this notion of an agentic framework. And what those agents are allowing us to do is to effectively infuse the intelligence of our elite datasets into every facet of the marketing workflow. So every discipline, all the teams across Omnicom Group Inc. now have the capability to drive deeper intelligence and a deeper understanding into every part of the work that they're doing for clients. This not only connects our capabilities but also drives a better understanding of consumers at every touchpoint.

John Wren: In terms of the financial impacts, there's a book yet to be written. The immediate benefit that we get is we're putting tools in the hands of our employees and colleagues all over the world in just about every practice area that we function in. What adoption of that is gonna be dependent upon, you know, widespread use of many of these tools by large enterprise clients, which happen to be the clients that we serve, will happen at a slightly different pace than, say, the smaller self-service clients that somebody like Facebook looks to.

Now what hasn't been factored into this future state as you get more productive and possibly need fewer people, there's gonna be a cost which hasn't been fully loaded in by these people developing all these breakthrough wonderful technologies, the cost to compute, the cost to store, all those things haven't hit the headlines yet. So they haven't been into the decision-making process at a client level as to it's better to use the most the fanciest product that's on the market or to do it in a more traditional fashion. That's all it's that's gonna play out over the course, I think, in the next twenty-four to thirty-six months.

What's key to us is to make sure that we have all the tools. We make all those tools available to the incredible group of over 100,000 professionals that we have around the world, who's still gonna help us invent new things and to do things in ways that sitting here and you know, corporate headquarters, we can't yet imagine. Which I think is gonna be a great benefit. And we'll figure out ways to efficiently deliver these services to a client. In a way that they're gonna get a return on investment they're gonna optimize the dollars that they spend in media earned and unearned. Did that quite do it for you, or I can expand?

Cameron McVeigh: That's helpful. Thank you.

John Wren: You're living in interesting times. As we all are. So it is it's wonderful because I'm very optimistic about it.

Operator: The next question comes from Adam Berlin with UBS. Your line is open.

Adam Berlin: Yeah. Good evening. I've got three questions. The first question is if macro conditions remain the same for the rest of the year as we've seen in H1, is it reasonable to assume growth improves in H2 because of the ramp-up of the Amazon revenues from the win last year? That's the first question.

John Wren: Do I ask all three of them, or you want me to answer them one at a time? Yeah. I can. Whatever you do. I'll ask the others then. The second question is Yeah. Why, please? The repositioning costs that you talked about in Q2, the $89 million, when do we see the benefit of those? Is that in H2, or is that more 2026? And is that already in the 10 bps of guidance? You've given for margin improvement this year? And the third question is, can you tell us how Flywheel performed in Q2?

John Wren: I'll take a shot at it and tell back me up with facts. Know, hypothetical macro conditions, you know, tough for me to project. What I do know is I do know that have a very long history within Omnicom Group Inc. That we're quite flexible and agile in adjusting to what the conditions are. And never lose sight that we're not doing things simply transactionally, we're entering into longer-term relationships trying to grow clients' brands. So a blip of, you know, small numbers in a particular quarter or a particular moment in time are really irrelevant to the long-term health and continued growth of our business.

So I'm not we're we're very as we said earlier, we're very comfortable with the guidance that we previously given you, and we're sticking with it. We don't see we don't plan based upon you know, wonderful macro conditions suddenly changing overnight. We think there's still gonna be some challenges as we go forward. I think Washington will bring a lot of clarity to this over the over the rest of this quarter, and then we'll be able to plan better as we move into the fourth quarter and into the future. So that's how I respond to the first one. Phil can talk a little bit more about re repossession.

I'll pass but I just have one comment before he does. Many of the changes that we've made or we've insisted on making almost since July starting with production then OAG, then a few and then now the delivery platform was that Duncan's gonna going to continue to build out for us. Required some anticipated reorganization so the host being Omnicom Group Inc. is ready when this closes in just a few months to absorb those activities in a very productive way, which allows us to achieve and possibly exceed the 750 we discussed at the time we announced the merger. So we're not standing still during this period of time. We're planning the integration.

Where we have to reorganize ourselves to make it easier to ingest our new colleagues that's what we're doing. Now Phil can have more specific answers on the repositioning cost, but that's the reason behind why we're incurring.

Phil Angelastro: Sure. As far as the actions we took in the quarter, Adam, you know, couple clarifications. They weren't they certainly weren't part of the actions we expect to take to meet our $750 million synergy target. That we talked about post-close. We continue to expect to achieve the $750 million synergy target we're certainly working on plans to exceed it as well, as John had mentioned in his prepared remarks. We took we took the actions in the second quarter as we said, to optimize OAG and Omnicom Production units. Which will help us certainly in the IPG integration process.

And as I said in my prepared remarks, you know, all of this has been considered in our 10 basis point improvement for the year. As we reiterate our guidance. As far as Flywheel goes, you know, we haven't and aren't gonna provide individual numbers for individual or specific numbers for individual businesses. But Flywheel business continues to perform well, especially in the U.S. And it certainly continues to enhance our broader portfolio, including the Omni platform and our AI and data strategies. And, you know, Duncan's been invaluable both in integrating Flywheel into our business as well as the additional role that he's gonna take that take on that John, referred to in his prepared remarks.

So I think I think that addresses it, but happy to clarify any Yeah. Any follow-up items. And one other positive thing about Flywheel if you look historically at the portfolios of Omnicom Group Inc. and Interpublic, Interpublic had has deeper relationships with many CPG companies. Companies. That haven't been traditionally part of our growth and portfolio. That's gonna introduce Flywheel to even more opportunities to provide service.

Adam Berlin: Alright. Thank you very much.

Operator: Your next question comes from Adrien de Saint Hilaire with Bank of America. Your line is open.

Adrien de Saint Hilaire: Thank you very much, John, Phil, for the questions, please. So I've got a few of them. One of your competitors was talking about a smaller pipeline. Smaller opportunities right now. I was just wondering what your thoughts were around this. Secondly, maybe a housekeeping question, but how much repositioning and acquisition-related costs should we model for the year? And sticking to that topic, is there some pull forward in that number the $150 million of cost savings that you've planned from the IPG combination? Or are those these actions in '25 come on top of that number?

Phil Angelastro: I'll take the latter first, and then we can go back to your first question. On the repositioning charges, they were not I said earlier, they were not part of the $750 million synergy target. We continue to expect to achieve the $750 million and beyond. But those charges were not part of the $750 million. And you know, I think it's safe to say we don't intend to take any further repositioning charges in the third quarter. I think there are some actions we're gonna be taking in connection with when the deal closes. We don't have a precise date, but we expect and believe it'll continue to close in the second half.

And when it does, certainly, to achieve the $750 million, there are gonna be some actions that we need to take that are gonna result in charges. Which I think we've made clear prior. But yeah, when we get there, we'll certainly provide some more information and disclosure around that.

John Wren: And on your first question, I typically read and follow very much what my competitors are saying. I don't recall that particular quote referring to smaller opportunities, so maybe you can provide some clarity. Maybe I just don't fully understand the question. I do think that because of some of the uncertainties that are out there, that some decision processes have gotten delayed or a little slower than what we might have expected in prior years. But, again, that's a temporary phenomenon from my perspective. I mean, could you give me a little bit more clarity? Maybe I can be a bit more help.

Adrien de Saint Hilaire: Yeah. In terms of search question. Sure. Sure. Sure. I think they were specifically calling out the fact that there isn't a lot of basically going on at the minutes. In media specifically.

John Wren: Yeah. That I don't know if that's true or not. I mean, it's certainly inconsistent with all the projections everybody was making about all the disruption I was gonna have in my business. When I announced the deal because that hasn't occurred. So but we can we continue along with at least one competitor to be invited to, I think, every single pitch of any size because clients are curious about how our services differ from those of maybe one other in the group. You know, primarily. So it's business as usual, I think. And, also, there are some active features going on during the summer.

That I find somewhat unusual because people typically delay some of those decisions until the autumn. So there is I wouldn't say quantity a lot, but there's a few big opportunities that we're currently in the process of having conversations with clients about.

Adrien de Saint Hilaire: Thank you very much.

John Wren: Thank you. Thank you.

Operator: The next question comes from Jason Bazinet with Citi. Your line is open.

Jason Bazinet: Can I just ask a quick question about your philosophy regarding buybacks? The reason I ask is that the $600 million that you called out for the year seems, you know, very consistent with what you've done in terms of buybacks over the last ten years. With a few exceptions. But your multiple seems as low today, you know, anytime, maybe x the GFC, back in '08 and maybe ex COVID in 2020. So why I guess inference of the $600 million is you don't really think about buying back more stock if your stock is cheap and less if you think it's expensive. It's just a pretty consistent sort of capital return independent of the price of your stock.

Is that a fair characterization?

John Wren: No. It wouldn't be. And the reason is back on December 8, as we were announcing the transaction to purchase Interpublic, we were acquiring them and we had to come up with a decision as to how much we would permit them to buy back during until the transaction close? And since we were insisting that they would be limited, they very respectfully asked us to define what we would do. And at the time, again, remember we were coming off COVID last year, we were coming off of having purchased Flywheel.

And so we agreed arbitrarily to two numbers, a number for them, which I'll allow them to tell you what it is on their call, and $600 million for us. By all means, if it weren't for this agreement, we would probably be a lot more active in the market than we are currently. But we are respectful of the, you know, of the merger agreement that we signed. The good news is I expect that to be completed sometime in the next four months. At which point will be a lot more flexible and free to react to whatever the conditions are. But that's an arbitrary decision that was taken seven, eight months ago that we were honoring.

It understood. Business as usual, and it's not because we don't see the same opportunities that you just mentioned.

Jason Bazinet: Thank you. That's very helpful.

Operator: The next question comes from Michael Nathanson with MoffettNathanson. Your line is open.

Michael Nathanson: Thanks. John, I have two. Firstly, I want to ask you about RFK Junior and potentially changes in healthcare advertising. I know Interpublic's got a very good, and you do as well, healthcare business. How are you thinking about potentially the risks to any changes in marketing regulations? And then secondly, I just wanted to ask I guess, Paulo on, you know, we've seen VO3 launch from Google. It looks pretty good. And Sora's out there as well. I guess, the chief concern about those products is it allows people to create great content at the click of a switch. In more efficient, more messaging, more efficiently, less people.

So I think the inherent risks for people is, like, it looks like it's actually cannibalistic. To have people get paid in the agency world. So help us square the circle why these tools that create great efficiency and great content accretive to the business model versus being dilutive.

John Wren: Yeah. There's a lot there's a lot there to impact. First was RFK. Right? Yep. I think what you've heard is the third episode of a reality TV show as opposed to anything substantive. Seems to be a lot of complexity in conversation. And very little change or action going on. Okay. And many of the things that are being suggested don't seem to have I mean, anything's possible, but don't seem to have caught much traction. In terms of the way behavior is occurring. With pharmaceutical companies and with just the general public. Seeking better information about therapeutic answers to problems that they might individually have. So the medium possibly could change in which that information gets relayed.

But the need to get that information to the consumer that only gets more complex every day. And that benefits us. So that's on RFK. Wish that he only does the right thing for the American people. In terms of your other question, I have I think we need you to repeat it. I need I'm sorry. If you don't mind. If you mind.

Michael Nathanson: The question is just more broadly as to Paul too is, like, when you look at the, you know, the next generation, you know, video products being launched by the likes of Google, like VO3, or Soro, like, the quality as far as the quality of AGI is getting better and better for video.

John Wren: So we all worry that because of just the efficiency of what they're producing, it actually eatens your business and does not accretive. It's dilutive. Just it effectively allows people to make more and more messaging or create messages at less and less amount of time. Right? So it looks like it's a dilutive set of tools to businesses that are based on, you know, doing hours on creative. So that's the circle we need to square. Like, these tool sets are getting better, it feels like creating content is getting more efficient. Isn't that a problem for businesses that are billing based on, you know, time spent creating messaging?

John Wren: Well, I'm gonna let Paulo answer the question more specifically, but I just have two things to add to it. Just so you kinda understand. Is we're not caught in time incapable of changing our compensation models as the tools improve and our efficiency improves, and the ROI to our clients improve. And we've you know, historically, it's happened quite a bit over my career. But the biggest seismic move, I guess, you know, in the industry is when we move from getting paid on media commissions to getting paid in another fashion. It will increasingly our compensation models will increasingly shift I think, to outcomes. However defined.

And that's a big word, and we don't have enough time to do it. That's number one. And number two, Paulo can talk to just unbelievable capabilities that are being released every day. But I'll give you one example of something that nobody would have thought of. And it's very small user of a Google product wouldn't care about but a big company did. We created an advertisement which we were able to create in minutes and it included an animal. And that animal, as it was depicted in the content, had a hat on it.

And as a result, the attorneys from that very large enterprise company wouldn't allow us to use the tools because it's illegal to put a hat on a cat. And I'm not Dr. Seuss. But Paulo can now talk to the technical part of.

Paulo Juveienko: Yeah. I think so, Michael, the first thing to note is that we incorporate all those major models, including VO3. We get early access to all these models, and we've integrated them into our agentic framework for use across all the workflows for all of our teams. So that's the first thing. So we partner very closely with those model providers. The other thing to note is that it is not just about driving efficiency. And as I said earlier, it's absolutely driving a certain degree of efficiency as it relates to content creation. John noted a specific example for one of our clients where we're able to realize those efficiencies very quickly.

But what we see, at least today and for the future, is that it's allowing our creative teams to explore really more and more creative territories, uncharted creative territories. And that is really expanding the aperture of our creativity that we already believe that we have an unfair share of within Omnicom Group Inc. So, you know, remuneration models aside, I think that all of the advancements in this technology is supercharging our capabilities. And actually adding greater value to what we deliver for our clients, which are on a regular basis.

Michael Nathanson: Okay. Thanks, Paulo.

Operator: The next question comes from Craig Huber with Huber Research Partners. Your line is open.

Craig Huber: Great. Thank you. Just a follow-up on those questions there on AI. So the potential cost savings using AI and generative AI on behalf of your clients, those cost savings for your clients, where do you think those dollars go? Do they get plowed back into activities through an Omnicom Group Inc.? Or they come outside of the ecosystem? You actually lose the dollars. Anything that plays out here.

John Wren: Well, I think initially, any I think it makes us more efficient. Right? And it allows us to be more creative because we can test more ideas to find out whether or they're really great ideas or not such great ideas. So it's been my experience that anytime that we can become more efficient, clients typically will reinvest that money in the brand itself. And I think you know, if you were to do a survey as I probably have, I won't use the client's names. Industries like the auto industry, which is currently in all sorts of chaos because of tariffs because of electric cars versus non-electric cars.

But when you cut through all those tactical noise, and companies adjust, one of the things I think most major brands have realized is that with the savings and the improvement that they saw in their businesses during COVID, which declined or challenged a little bit post-COVID, what they forgot to do is they were enjoying those savings, was to continue to invest in the brand. And that awareness which you might think is obvious, really hasn't really occurred to people until very recently. Increasingly, more and more of my conversations have to do with how are you gonna project this brand that you've invested in over the last fifty or a hundred years.

And isn't that what differentiates your automobile in my example you know, from the next guy. So it passed this precedent at all, any savings that we get will get reinvested in the brand itself. Or in tactics which will drive sales. As a general statement. I believe that could be true. You know? And Paulo will then talk to the tools. But, again, you know, Microsoft's investing in 3 Mile Island for a reason. Right? Because somebody's gonna need electricity. To power all this great stuff when it starts to get into a wide use. Right?

I think, generally speaking, that, you know, with every technological revolution, the expectations of consumers typically moving faster than brands can keep up with. And the only way that brands can keep up is to create more personalized content that can deliver on what they're trying to ultimately sell. So with that, there's more and more content that needs to be created and generated. So it's not necessarily about creating the same content for cheaper. It's about being able to create more content to drive true mass personalization at scale.

Craig Huber: So what you're suggesting then is if hypothetically, you save say, customer saves 10% because they're using AI tools through your company, a lot more than an extra 10% savings are gonna plow those dollars back into marketing advertising. And, therefore, you as your company are gonna see the same dollars. You're not gonna lose out. Is that what you're suggesting?

John Wren: In general terms, yes, for the reasons that Paulo expressed, plus our media products get more and more sophisticated every single day. And we're able to optimize them better and better. And we're able to identify the audience that we should be talking to with this content. People will reinvest in if I ask you to spend a dollar, but I kinda can prove to you that you're gonna $2.20 back for it, you're gonna reinvest that money. And the more of those scenarios there are where he can prove the return, the more comfortable clients are gonna be spending more to generate that return.

Craig Huber: Okay. Then my next question I wanna ask you on the tariffs. You touched on this a little bit here. But, I mean, three months ago, everybody's waking out about tariffs and so forth. How are your clients feeling right now? About the tariff potential impact out there on their business in the macro side of things?

John Wren: Phil can speak to the first 3,500 clients of ours. I'll speak to the balance. Right. I'm only joking. Go ahead.

Phil Angelastro: I think there's a lot of there's a lot of variables in terms of how clients feel about it. You know, it depends on what industry they're in. It depends on what you know, what they're trying to sell, what their goals are, etcetera. Some of them certainly probably paused a little bit when the first round of tariffs came out in early April. And reassessed the landscape. Some of them, though, at the same time, decided to pull forward some investment spend, you know, depending on what their objectives were. So it really runs the gamut and, I think it also it also, you know, there's a bunch of different answers depending on what geographies they're operating in.

And what they're what their tactics really are. So I think I think you've had a number of broad responses based on a lot of different facts and circumstances, and it's hard to say you know, here's the answer as it applies to a broad contingent of clients. But I'll give you one real life very important observation. And other people in the room with me, Greg who you know was there too. At Conn this year. And there were approximately 37,000 people making up professionals in the industry, making up clients, and making up an awesome of platinum people from tech and from media. I didn't hear, and I was shocked. For the whole week.

I didn't hear the word tariff once. People were looking past this current situation to the future and to running their business and the implications of how we go about doing it. Mean, it was so noticeable that it wasn't a word that was being vented around. It was kind of refreshing. So I take some optimism and we will get through this phase with whatever industries are currently being impacted. And that the 37,000 people I was with three weeks ago in the South Of France were probably a better indication of the future than today's headlines.

Craig Huber: And then thank you for that. My final question, real quick. You said 13 out of 18 jurisdictions or countries around the world have been approved your acquisition merger with IPG. Who are the remaining five just around the same page?

John Wren: I have passports to all of them. No. Go ahead. Failure on. They'll they'll the largest one is certainly the EU. I think yeah. Other than other than that, we're not gonna name names. I you know, I think I think each one is a little different, and is a little you know, at a little different phase of the review process, but we certainly expect to close in the second half of the year. We don't see any issues that would change that conclusion, and we're gonna do our best to get through the rest of these reviews.

John Wren: Great. Thanks. I was just I was just echo that with the confidence that I mentioned before. We can we're it's summertime, so we expect we don't expect as much activity in July and August as we had prior to this. You know, as people go on holiday, but we're pretty damn we are confident that we're well along in the process with all of these remaining operations. Getting through The United States, was probably the biggest hurdle. Not hurdle, but question. And I think a lot of these remaining governments look to see The US has improved it. Before they finalize whatever their decisions are. But

Craig Huber: Great. Thanks, Phil. Thanks, Sean.

John Wren: Sure. Great. Thank you. Thank you.

Operator: That is all the time we have for questions. This concludes today's conference call. Thank you for joining. You may now disconnect.

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BlackRock (BLK) Q2 2025 Earnings Call Transcript

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Image source: The Motley Fool.

DATE

Tuesday, July 15, 2025 at 7:30 a.m. ET

CALL PARTICIPANTS

Chairman and Chief Executive Officer — Laurence D. Fink

Chief Financial Officer — Martin Small

Need a quote from one of our analysts? Email [email protected]

TAKEAWAYS

Assets Under Management: Record $12.5 trillion in AUM at the end of Q2 2025, marking a new high for the firm.

Net Inflows: $68 billion in total net inflows in Q2 2025, $116 billion of net inflows in Q2 2025, excluding institutional index outflows; The institutional index saw $48 billion in net outflows in Q2 2025, primarily due to a $52 billion single-client redemption in fixed income in Q2 2025 (The institutional channel delivered 3% organic base fee growth in Q2 2025).

Organic Base Fee Growth: 6% organic base fee growth in Q2 2025, Marking four consecutive quarters of at least 5% organic base fee growth (as-adjusted, organic, Q2 2025); 7% organic base fee growth over the 12 months ended June 30, 2025.

Revenue: $5.4 billion in revenue in Q2 2025, up 13% year-over-year, driven by organic growth, higher markets, base fees from the GIP transaction, and increased technology revenue.

Operating Income: $2.1 billion in operating income in Q2 2025, an increase of 12% year-over-year driven by higher revenues.

Earnings per Share: $12.05 earnings per share in Q2 2025, up 16% year-over-year, reflecting higher nonoperating income, a higher tax rate, and increased share count in as-adjusted Q2 2025 results.

Net Investment Gains: $433 million, primarily from noncash mark-to-market gains on minority investments in Circle and co-investment portfolios in Q2 2025; BlackRock holds approximately 2.3 million shares of Circle common stock.

Base Fee and Securities Lending Revenue: $4.5 billion, rising 15% year-over-year in Q2 2025, including approximately $240 million contributed by GIP in Q2 2025.

Effective Fee Rate: Annualized, down 0.4 basis points in Q2 2025 compared to Q1 2025 due to $36 million lower catch-up base fees from private markets fundraising and equity market declines in April.

Estimated Base Fee Run Rate: The entry rate to Q3 2025 is approximately 5% higher than total Q2 2025 base fees, excluding the HPS impact; with HPS, the jump is around 10%.

HPS Acquisition Details: Added $165 billion in client AUM and $118 billion in fee-paying AUM as of July 1; expected to contribute approximately $450 million to Q3 2025 revenue, including $225 million in management fees, and to boost the effective fee rate by 0.6 basis points in Q3 2025.

Performance Fees: $94 million in performance fees in Q2 2025, declining year-over-year due to lower private markets, liquid alternatives, and long-only product performance revenue.

Technology and Subscription Revenue: Technology services and subscription revenue rose 26% year-over-year in Q2 2025, driven by growth in Aladdin and the Preqin acquisition, which contributed approximately $60 million in revenue in Q2 2025.

Annual Contract Value (ACV): Increased 32% year-over-year in Q2 2025, including the Preqin acquisition, 16% organic ACV growth including currency effects in Q2 2025.

Total Expense: Total expense increased 14% year-over-year in Q2 2025, reflecting 12% higher compensation tied to acquisitions and operating income in Q2 2025, and 16% higher general and administrative expense year-over-year in Q2 2025, primarily due to GIP and Preqin.

Direct Fund Expense: Direct fund expense rose 23% year-over-year in Q2 2025, largely due to higher ETF AUM and net inflows.

As-Adjusted Operating Margin: 43.3% as-adjusted operating margin in Q2 2025, down 80 basis points year-over-year, mainly due to reduced performance fees and lower performance-related compensation.

Share Repurchase: $375 million of common shares were repurchased in Q2 2025; with plans to continue at least $375 million per quarter in share repurchases for the remainder of 2025 based on current expectations.

Dividend Target: Dividend payout ratio targeted between 40%-50% of GAAP net income, with a historical average of 50% of GAAP net income over the last 5 years; dividend per share has grown at over a 15% CAGR since 2003 (based on GAAP dividends).

Private Markets Fundraising: GIP V closed at $25.2 billion, exceeding its $25 billion target for GIP V in Q2 2025 and marking the largest infrastructure fundraise in BlackRock and GIP history; SLS II secondary fund closed at over $2.5 billion in Q2 2025.

Private Markets Fundraising Target: $400 billion in gross private markets fundraising targeted from 2025 to 2030, with expectations of higher run rates in later years.

ElmTree Acquisition: Agreement announced to acquire ElmTree Funds with $7.3 billion in client AUM ($3.1 billion fee-paying); the transaction is expected to close in Q3 2025; closing expected in Q3 2025 pending regulatory approval.

ETF Net Inflows: $85 billion in ETF net inflows in Q2 2025, diversified by channel, with over one third from European clients using local ranges; fixed income ETFs led with $44 billion in net inflows in Q2 2025, active ETFs drew $11 billion in net inflows in Q2 2025, digital asset ETPs added $14 billion in net inflows in Q2 2025.

Cash AUM: Cash AUM increased 25% year-over-year for the 12 months ended June 30, 2025; $22 billion in net inflows in Q2 2025, bringing total cash AUM to nearly $1 trillion as of Q2 2025.

Aladdin and Technology Platform: Technology ACV growth reached 16% year-over-year in Q2 2025, driven by ongoing adoption.

IBIT (iShares Bitcoin Trust): Surpassed $75 billion in AUM at the end of Q2 2025 and reached $80 billion in AUM as of the morning of the Q2 2025 earnings call.

Tokenized Liquidity Fund: Now holds $3 billion in AUM as of Q2 2025; manages more than $50 billion for Circle stablecoin cash reserves as of Q2 2025.

SUMMARY

BlackRock, Inc. (NYSE:BLK) reported record levels in AUM, and sustained as-adjusted organic base fee expansion above its 5% target in Q2 2025. New business momentum was reinforced by strong technology and subscription revenues, up 26% year-over-year in Q2 2025 (as-adjusted)—with the Preqin and HPS acquisitions contributing significant incremental growth to AUM, revenues, and client offerings in Q2 2025, and expected to further increase revenue and AUM in Q3 2025. Fundraising successes in private markets, including the landmark $25.2 billion close for GIP V in Q2 2025 and rising digital asset flows, demonstrate expanding capabilities across asset classes and geographies.

Laurence Fink said, "Momentum is only accelerating, and many of our recent milestones have not yet reflected in our results." underscoring anticipated further gains from the recent acquisitions.

Leading ETF inflows, particularly in fixed income, active, and digital asset strategies, reinforce BlackRock's positioning in global capital markets and evolving investor preferences.

Management indicated that the institutional, retirement, and insurance channels continue to drive organic growth opportunities, especially with expanded access to private markets and technology solutions.

The announced dividend policy targets payments in line with sustained earnings growth, while disciplined capital deployment balances reinvestment with consistent share buybacks and targeted M&A.

Discussions of stablecoin reserve opportunities and tokenized asset management suggest potential for new client inflows and strategies aligned with regulatory and technological evolution.

INDUSTRY GLOSSARY

GIP: Global Infrastructure Partners, a leading private infrastructure investment platform acquired by BlackRock.

HPS: HPS Investment Partners, a global investment firm specializing in private credit, acquired by BlackRock.

Preqin: A provider of data, analytics, and insights on the alternative assets industry, recently acquired by BlackRock.

Aladdin: BlackRock's integrated investment management and risk analytics platform.

iShares: BlackRock's brand for its exchange-traded fund (ETF) family.

ACV: Annual Contract Value, a measure of recurring revenue from technology services and subscriptions.

IBIT: iShares Bitcoin Trust, BlackRock's spot Bitcoin ETF product.

DCIO: Defined Contribution Investment-Only; refers to investment services provided exclusively for defined contribution plans.

ETF: Exchange-Traded Fund, traded on exchanges and composed of a basket of securities.

SLS II: Secondary and Liquidity Strategies II, BlackRock’s secondaries private markets fund.

SMAs: Separately Managed Accounts; customized investment portfolios managed for individual clients.

BPIIF: BlackRock Private Investment Fund, used for private equity exposures in glidepath solutions.

SubCo Units: BlackRock Subordinate Company units, issued as equity compensation during acquisitions and exchangeable for BlackRock common stock.

Full Conference Call Transcript

Martin Small: Thanks, Chris. Good morning, everyone. It's my pleasure to present results for the second quarter of 2025. Before I turn it over to Larry, I'll review our financial performance and business results. Our earnings release discloses both GAAP and as-adjusted financial results. I'll be focusing primarily on our as-adjusted results. At our Investor Day last month, we communicated our ambitions for BlackRock in 2030. Our leadership team and our employees have seen and contributed to that vision over the last 2 years. We anticipated where our clients and markets were going. We've established strength at the foundation of our platform in ETFs, Aladdin, whole portfolio, fixed income, cash management.

They're the strong foundations to serve clients and deliver on our organic growth objectives. We executed on organic business builds in structural growth categories, including digital assets, active ETFs, model portfolios and systematic equities, and we've executed on 3 major acquisitions. We've built a premier investment and technology platform across public and private markets, one that's only at the beginning of a durable long-term runway for growth. Building on our record results in 2024, we continue to see the proof points of the success of our strategy into 2025. We generated 7% organic base fee growth and over $650 billion of net inflows over the last 12 months.

This success has been built on multiyear sustained growth in iShares, fixed income, systematic tax-managed strategies in Aladdin and now expansions in private markets. We believe these engines will enable us to more consistently rise above 5% organic base fee growth. We posted 6% organic base fee growth in the second quarter for our fourth consecutive quarter of 5% or higher organic base fee growth. We finished the second quarter with record AUM, record units of trust of $12.5 trillion. We once again delivered double-digit year-over-year growth in revenue, operating income and earnings per share. GIP V closed above its $25 billion target, making it the largest private market fund raise in the histories of both BlackRock and GIP.

We took early commercial steps to bring a first-of-its-kind public-private target date solution to retirees with Great Gray, a leading collective investment trust platform. And earlier this month, we closed our acquisition of HPS Investment Partners, a major milestone as we evolve towards our ambitions of 30% revenue contribution from private markets and technology by 2030. Second quarter net inflows of $68 billion were impacted by low fee institutional index redemptions, which saw $48 billion of net outflows. Excluding that activity, BlackRock delivered approximately $116 billion of net inflows in the quarter. Turning to financial results.

Second quarter revenue of $5.4 billion was 13% higher year-over-year, driven by the impact of organic growth and higher markets on average AUM, base fee is consolidated in the GIP transaction and higher technology services and subscription revenue, which includes the onboarding of Preqin. Operating income of $2.1 billion was up 12%, and earnings per share of $12.05 was 16% higher versus a year ago. EPS also reflected higher nonoperating income, a higher tax rate and a higher share count in the current quarter. Nonoperating results for the quarter included $433 million of net investment gains driven by mark-to-market noncash gains on minority investments, including Circle and in our co-invest portfolio.

We own approximately 2.3 million shares of Circle common stock, which will continue to be marked through investment income going forward. Our as-adjusted tax rate for the second quarter was approximately 25%, and we continue to estimate that 25% is a reasonable projected tax run rate for the remainder of 2025. The actual effective tax rate may differ because of nonrecurring or discrete items or potential changes in tax legislation. Second quarter base fee and securities lending revenue of $4.5 billion was up 15% year-over-year, driven by the positive impact of market beta on average AUM, organic base fee growth and approximately $240 million in base fees from GIP.

On an equivalent day count basis, our annualized effective fee rate was down 0.4 basis point compared to the first quarter. This was partially due to the impact of catch-up base fees associated with private markets fundraising, which were $36 million lower relative to the first quarter. Significant intra-month equity market declines in April were also a contributing factor. As a result of market and FX movements into the end of the quarter, we entered the third quarter with an estimated base fee run rate approximately 5% higher than our total base fees for the second quarter. That's excluding the impact of HPS.

The closing of HPS added $165 billion of client AUM and $118 billion of fee-paying AUM on July 1. We expect HPS to add approximately $450 million of revenue, including $225 million in management fees in the third quarter of 2025. We expect HPS to positively impact BlackRock's overall effective fee rate by approximately 0.6 of a basis point. Performance fees of $94 million decreased from a year ago, reflecting lower performance revenue from private markets, liquid alternatives and long-only products. Quarterly technology services revenue and subscription revenue was up 26% compared to a year ago. Growth reflects sustained demand for our full range of Aladdin technology offerings and the impact of the Preqin transaction, which closed on March 3.

Preqin added approximately $60 million to second quarter revenue. Annual contract value, or ACV, increased 32% year-over-year, including the Preqin acquisition. ACV growth increased 16% organically, also including the impact of currency exchange tailwinds. Total expense increased 14% year-over-year, reflecting higher compensation, sales asset and account expense and higher G&A. Employee compensation and benefit expense was up 12%, reflecting higher head count associated with the onboarding of GIP and Preqin employees and higher incentive compensation linked to higher operating income. G&A expense increased 16%, primarily driven by the GIP and Preqin acquisitions and higher technology spend. Sales, asset and account expense increased 14% compared to a year ago, primarily driven by higher direct fund expense and distribution costs.

Direct fund expense was up 23% year-over-year, mainly due to higher average ETF AUM and net inflows. Our second quarter as-adjusted operating margin of 43.3% was down 80 basis points from a year ago, partially due to the impact of lower performance fees. We'll continue to execute on our financial framework of aligning organic growth with controllable expenses. This approach has yielded profitable growth and operating leverage in good markets, and we believe it adds more resilience to our operating margin when markets contract. We welcomed approximately 800 new colleagues to BlackRock following the close of the HPS transaction.

Inclusive of the HPS acquisition impact at present, we would expect a low teens percentage increase in 2025 core G&A expense with the onboarding of GIP, Preqin and HPS as the main driver of the year-over-year core G&A increase. In addition, we'd expect our adjusted compensation to net revenue ratio to be modestly higher due to compensation associated with performance-related revenues from HPS. Our capital management strategy remains, first, to invest in our business to either scale strategic growth initiatives or drive operational efficiency and then to return excess cash to shareholders through a combination of dividends and share repurchases. At times, we may make inorganic investments where we see an opportunity to accelerate growth and support our strategic initiatives.

At the closing of the HPS transaction, we issued and delivered approximately 8.5 million BlackRock SubCo units subject to 2- to 3-year lockup periods. SubCo Units are exchangeable on a one-for-one basis with BlackRock common stock. We also issued approximately 1 million BlackRock restricted stock units, primarily for retention of HPS employees. Additional SubCo Units may be issued in approximately 5 years, subject to achievement of certain post-closing conditions and financial performance milestones. If all contingent consideration is achieved, all SubCo Units are exchanged for shares of common stock and all RSUs vest and are settled as common stock, we do not expect to issue more than approximately 13.8 million additional shares of common stock in aggregate.

SubCo Units issued will be included in our as-adjusted diluted shares outstanding and will be captured in our as-adjusted results going forward. We repurchased $375 million worth of common shares in the second quarter. At present, based on our capital spending plans for the year and subject to market and other conditions, we still anticipate repurchasing at least 375 million of shares per quarter for the balance of the year, consistent with our January guidance. In May, we made a minority investment and established a strategic alliance with Generation Life with the goal of developing investment solutions for Australian retirees.

Last week, we announced our agreement to acquire ElmTree Funds, a real estate investment firm with $7.3 billion in client AUM, of which $3.1 billion is fee paying. The transaction is expected to close in the third quarter of 2025, subject to regulatory approvals and customary closing conditions. In the second quarter, BlackRock generated total net inflows of $68 billion. Excluding low-fee institutional index outflows, BlackRock's net inflows were $116 billion. ETF net inflows of $85 billion were diversified by channel, and over 1/3 were driven by our clients in Europe using local ranges. Fixed income ETFs led inflows with $44 billion and active ETFs and digital asset ETPs added $11 billion and $14 billion, respectively.

Retail net inflows of $2 billion reflected continued strength in Aperio and our systematic liquid alternatives funds. Institutional active net inflows of $7 billion were driven by insurance client fixed income mandates and strength in infrastructure, private credit and liquid alternatives. Institutional index net outflows of $48 billion were impacted by a single client redemption of $52 billion, primarily from fixed income. Our institutional channel delivered 3% long-term organic base fee growth in the quarter, benefiting from client demand for active and alternatives. Finally, our scale and our active approach with clients around liquidity management are driving sustained growth in our cash platform.

Cash AUM is up 25% over the last year, and we generated $22 billion of net inflows in the second quarter. The BlackRock platform is powered by foundational growth businesses linked to long-term growth in capital markets and fast-growing client and product channels. By combining BlackRock's capabilities with GIP, Preqin and HPS, we've laid the groundwork for an exciting future. We're already steadily delivering above 5% organic base fee growth and our new colleagues from HPS are only going to help us build from here. There is a bright future ahead to grow with clients, build great careers for our employees and deliver profitable growth for our shareholders. I'll turn it over to Larry.

Laurence Fink: Thank you, Martin. Good morning, everyone, and thank you for joining the call. Over many years, BlackRock has worked to serve the ambitions of each and every client around the world from the largest asset owners to individuals, just getting -- with a start with investing. We design and deliver strategies and products that fit their unique long-term needs and aspirations. We delivered in a way that best serves each client, whether it's through whole portfolio solutions, opportunistic investments or customized models and SMAs. Throughout BlackRock's history, we've been relentless and anticipating the future needs of our clients and taking strategic actions to evolve for them. Our sustained multiyear growth has been powered by our whole portfolio approach.

We were the first provider to blend active and index at scale through our acquisition of BGI and iShares. Our integration of active and index investing propelled the next 15 years of success for our clients and shareholders. iShares AUM was about $300 billion when we announced our acquisition. And today, it's approaching $5 trillion. And now we're building on our fundamental -- our foundational platform to redefine the whole portfolio again by bringing together public and private markets across both asset management and technology. That foundational platform has powered performance for clients and sustained organic base fee growth through cycles. We believe our expansions can drive even higher growth.

Our trust and comprehensive relationships we have with clients across our core businesses like Aladdin, ETFs, fixed income and retirement are now driving even a broader -- with even a broader opportunity set. We're seeing secular demand for capabilities we developed in recent years like digital assets, active ETFs, systematic strategies and customized SMAs through Aperio and SpiderRock. The strength of BlackRock platform is also expanding the growth potential of GIP and HPS. They're both premier firms in their own right, but they recognize how our client relationships and the completeness of our platform could help us all achieve new heights together.

BlackRock's ethos of change, the integration of firms and the best parts of their culture, that's what allows us to be more adaptive with our clients. Our history of integration is very different, and it sets us apart from any other public or private markets firm in the industry. BlackRock's breadth and scale has differentiated us with our clients of all sizes worldwide. We're delivering an integrated approach to help our clients across all aspects of public and private markets investing. We enable a seamless view into investment management into technology and data on one single platform.

We remain steadfast in our One BlackRock culture, making sure clients have access to all of BlackRock in a comprehensive, consistent way in every region with every client. Our long-standing relationships and history of reinvention are resulting in a higher, more diversified organic base fee growth. We're now generating 6% organic base fee growth for the second quarter and the first half of 2025 and 7% over the last 12 months. Revenues, operating income and earnings per share each grew double digit. Total inflows were $116 billion, excluding the index activity, Martin mentioned. Growth is being powered by both our largest core businesses and newer initiatives. iShares ETFs have had a record first half inflows.

Our technology ACV growth reached a fresh high of 16%. These strong fundamentals alongside client demand for private markets, digital assets, Aperio and systematic strategies propel another consecutive quarter above target organic growth and a record AUM of $12.5 trillion. Our global reach delivers diversification and upside to our platform with gains in international currencies lifting AUM by over $170 billion in the quarter. We manage $4.5 trillion for -- in AUM for clients outside the United States. Many of our largest growth opportunities are outside our home market, including our work in India and the Middle East alongside our established presence in Europe and Asia.

BlackRock is executing on a deepening set of opportunities across technology and data in public and private markets. Momentum is only accelerating, and many of our recent milestones have not yet reflected in our results. Two weeks ago, we closed our acquisition of HPS Investment Partners. We're excited to welcome Scott, Scott and Mike and the entire HPS team to BlackRock. We see immense growth ahead for our combined franchise. Together, we'll be able to serve investors and borrowers across all of the private financing needs. Client feedback has been extremely positive as we integrate GIP, HPS and Preqin. For many companies, periods of M&A contribute to a pause in client engagement. We're seeing the opposite.

Clients are eager to put more capital to work with BlackRock. They appreciate our reputation as long-term investors and partners were not transactional. We're helping them invest in compelling long-term growth themes like the global needs of new infrastructure investments in the fast-evolving debt financing landscape. These are creating differentiated private market opportunities for our clients. At the end of June, we marked the major milestone with a final close of GIP V's flagship infrastructure strategy. It surpassed its target raising $25.2 billion. That's a validation of how clients are embracing the logic of the BlackRock GIP combination. Many would expect a change in ownership to dampen fundraising.

In our case, it ultimately ended up driving an even higher fundraising ability. GIP V represents the largest ever client capital raise in a private infrastructure fund, and our AI partnership continues to attract significant capital interest, including the recent additions of Kuwait Investment Authority and Temasek. The diversification benefits and potential for higher returns offered by private markets also make them an attractive investment for retirement accounts, a space where BlackRock has been a leader. We were recently selected by the great, great trust company to provide a custom target date fund glidepath that strategically allocates across public and private markets.

We have a wealth of expertise in the defined contribution space, and we're looking to expand across to private markets across a variety of retirement solutions. Retirement is core to BlackRock. In the United States and internationally, we are a trusted expert in advising clients, advising governments and policymakers on how they can help their constituents achieve a more secure futures and retire with dignity. Demographic shifts and financial pressures are driving governments and corporations to rethink their retirement plans and the retirement systems, putting significant money in motion. In the Netherlands, for example, I transitioned from defined benefits to a hybrid form of defined contribution is well underway.

BlackRock is working with clients to manage this transition and improve investment outcomes for plan members. We had a related $30 billion outsourcing mandate with a Dutch client fund in early July. We take a blended approach of being deeply local and powered by our global platform. We deploy capital in a public and private markets in every country in which we operate and beyond. And we are consistently studying what's driving capital flows both within each country and within each region. Our ability to execute at scale at the local levels differentiates our international business.

We're bringing a global framework to India through our Jio BlackRock offering in partnership with JFS and Reliance, who already serves hundreds of millions of individuals across India. There are huge advancements taking place through the digitization of currency and identification, but India remains a country of savers, not investors. Our joint venture, Jio BlackRock recently launched its first funds, raising over $2 billion with over 67,000 customers. We look forward to helping more and more people participate in the growth of local and global capital markets and global connections. Our acquisition of Preqin will be a key to enabling more transparency and clarity in private markets.

In just the first few months since our closing of the Preqin acquisition, we've seen strong early demand from both GPs and LPs as they are looking to better analyze and benchmark their private market allocations. It's through better analytics, standardized benchmarks and more widely available performance data, we can close the information gap and enable even more future growth in private markets investing. In the public markets, our iShares business continues to be a powerful growth engine and a key driver of industry innovation. After nearly 30 years in approaching $5 trillion in assets, innovation remains at the heart of our franchise.

Our newest investments and product launches from just over the last few years are driving outsized growth, contributing to record flows in the first half of 2025 and 12% organic base fee growth in ETFs this quarter. Our active ETFs delivered $11 billion of net inflows, and our digital asset products continue to set new records. IBIT, at quarter end, crossed over $75 billion in AUM with another $12 billion of net inflows. As of this morning, it crossed over $80 billion. iShares ETPs are bridging the traditional capital markets with fast-growing cryptocurrency markets. They're also bringing new investors to the iShares brand.

Nearly 1/3 of the investors who first came to BlackRock for IBIT have gone on to purchase other iShares products. It's this type of capability expansion that drives durable growth and new client opportunities for our business. From category innovation and iShares to new ventures across the world, the investments we made across our platform are paying off. Many of the categories that are leading our growth barely existed 2 years ago, categories like active ETFs, digital assets and our scaled private markets franchise. Just as importantly, BlackRock's core businesses like ETFs, Aladdin and cash management continue to be a growth engine for the firm and are cornerstones of many client relationships.

A lot of firms got out of the cash business after the financial crisis when fee waivers were in place during a sustained period of low rates. But we recognize a simple thing. Every client needs to hold cash. Cash management has been the first entry point for many of our clients, who have gone on to build large mandates with BlackRock. Our cash AUM is nearly $1 trillion, and I think it's remarkable considering we're not a direct retail business or a DTC bank. At BlackRock, we think of cash as another avenue for innovation.

We see a great untapped opportunity for cash and liquidity, where people want to use the technologies of digital assets to access traditional instruments, like treasuries. Our tokenized liquidity fund now has $3 billion in AUM and what started as a small corporate investment and asset management relationship with Circle in 2022 has grown meaningfully. We delivered a significant gain to shareholders this quarter in connection with the IPO and subsequent trading activity, and we now manage more than $50 billion for Circle stablecoin cash reserves. We're entering our seasonally strongest back half of the year with considerable momentum and a robust pipeline. Our recent closing of HPS will help us offer even more to clients.

We believe our clients and shareholders will be beneficiaries as GIP, HPS and Preqin are now all coming together in a shared BlackRock story. We are intentionally organizing to bring clients under one unified firm, not a collection of enterprises, and we have aligned our cultures and aligned each and everybody's interest. The opportunity to deliver the full reach of BlackRock's capabilities to more individuals, to more companies and governments and regions is greater today than ever before. Our comprehensive platform is deeply connected to our clients to the capital market and to the future trends that are driving portfolios. These are just the early days in our next phase of growth at BlackRock.

Operator, let's open it up for questions.

Operator: [Operator Instructions] We'll take our first question from Michael Cyprys with Morgan Stanley.

Michael Cyprys: With the number of acquisitions closed over the last year now under your belt, I was hoping you could talk about the progress that you're making here, bringing HPS, in particular, and GIP together with BlackRock, how the conversation is progressing in particular with insurance clients, to what extent you're seeing new mandate wins or expanded relationships there? And then can you just update us on the traction in the wealth and retirement channels as it relates to private market and multiliquid strategies and talk about some of the steps you're looking to take over the next 12 months?

Laurence Fink: Great question. Thank you, Michael. Well, I think as we showed in the closing of the second quarter, the client feedback has been extremely strong. I actually was in Asia this past week, and the opportunities we have with insurance companies with wealth management across Asia and every other region is stronger than we ever imagined. As we said, GIP V closed above our target of 25.2%. Our AIP fund will have a lot of positive announcements in the coming quarters. So we announced in the past quarter that we added Temasek and Kuwait Investment Authority as a part of our investment team.

And we are confident that we'll be able to raise the full $30 billion that we announced in equity. And once we then begin those projects, we'll have to raise another $100 billion in associated debt to finance those type of projects. And we're working with the hyperscalers as we speak right now on this, and we have some really great opportunities ahead of us in that. Those are just 2 examples the opportunities we see with GIP.

There is no question in my mind that with rising deficits with more and more governments, the conversations we're having, whether it's in Europe or the United States or Japan that the role of public-private financing and the role of infrastructure financing is going to grow dramatically. And so we see some huge, huge opportunities. Another big opportunity that GIP just closed was purchasing all the Malaysian airports. It's just another example of the opportunity. And we are still progressing with the proposed announcement of our ports transaction with Hutchison. So all of that is just a good example of some of the growth opportunities we see. But the resiliency and the conversations have never been greater.

Related to private credit and HPS, we're just at the beginning. But we could -- we'll have a lot to discuss in the third quarter, but the flow opportunities of HPS during the period of time of announcement and closing did not abate at all. So we are seeing across the board a very large acceptance of the industrial logic of the combination of HPS, GIP and BlackRock. And I would say that was quite a big difference than when we did the BGI transaction in 2009.

Today, clients are looking at the merits of what BlackRock can do, our history of integration, our history of bringing one culture together, bringing the best of all the acquired organizations to be part of us to build a new foundational structure around BlackRock. On insurance, with having $700 billion of AUM with insurance companies, and that is continuing to grow, we are continuing to see more and more opportunities where we could be driving private markets with the insurance companies that we already manage. In wealth, very, very exciting. If there is a change in the opportunity related to the 5 contributions, it is only going to accelerate the opportunities we have in the private market space with retirement.

50% of our assets that we manage is in retirement. And so the relationships we have with plans is enormous. If you look at our success in LifePath, if you look at our success in our target date products, if you look at our success in what we're trying to do now a LifePath Paycheck where now we have over $500 billion in that alone, our relationships with these supply contribution plans is as strong as ever. We're innovating, we're creating opportunity.

Now if you overlay the opportunity for wealth worldwide, whether it's wealth in Japan, wealth in the United States, wealth in any region, the need, especially here in the United States because you have a much higher threshold related to fiduciary responsibility is going to be analytics and data. And if that moves forward, if there's that opportunity, the need for analytics and data will more than ever create huge opportunities for Preqin and the future opportunity of growth with Preqin eFront. And so we believe all these changes, the integration of -- and blending of both public markets and private markets is going to all be centered around having a base of great analytics and data.

And I am more certain than ever, the acquisition of Preqin alongside eFront is going to be generating much more opportunity for BlackRock. And I believe we are well positioned, whether it's well positioned because of the product profile we have with HPS and GIP and what -- but with the foundational position we're in, in the retirement space in the defined contribution space, overlaying all the analytics data that we have under Aladdin now puts us in a position that we could have broader, deeper conversations with our clients, and I'm very much looking forward to having those deep conversations with each and every client.

Operator: Your next question comes from Craig Siegenthaler with Bank of America.

Craig Siegenthaler: So I actually want to continue with that retirement commentary to Mike's question. So our question is on the potential migration of privates into target funds in the U.S. 40(k) channel. We did see the Great Gray win news in late June. That was a positive sign. But I think BlackRock may be getting ready to launch its own target date fund with private allocation. So I was hoping you could update us on your strategy time line. And also, what are you willing to see from the Department of Labor, the SEC or Congress before you launch your own target date fund with private allocations?

Laurence Fink: Thank you. Martin?

Martin Small: Thanks so much for the question. As Larry mentioned, Craig, more than half the $12 trillion of assets plus that we manage at BlackRock related to retirement. And so building better portfolios retirees is at the heart of what we do. I think we have real ambitions also to bring the same tried and true portfolio construction characteristics that built the DB market. So defined benefit has long been allocating to both public and private markets. If you think of the largest public plans across corporate and across the public sector, they've always been private market investors. That opportunity should be there for individuals and their long-term tax-advantaged accounts as well. We're the #1 DCIO, the defined contribution investment-only firm.

We're a top 5 private markets manager following our recent acquisitions. So we think we have all the building blocks here. As I said on the last call, and I think Larry alluded to, for the opportunity, I think, to be most tangible in larger plans, we'll likely need to see litigation reform or at least some advice reform in the U.S. to add private markets exposure into DC plans. What I would say relative to the call last quarter is we're really encouraged by the recent dialogue with policymakers on these topics and some of the activity by trade associations that I think has been helpful in really building a fact base and consensus around this.

There's still significant work to do, but we feel positive momentum is certainly building. We're really proud of our recent announcement with Great Gray to build and power the glidepath for their public-private target date solution. As I mentioned on the call, I think the real advantage that BlackRock brings here is that we've been doing glidepath technology across target date funds for 30-plus years. We feel that this is a place that we have particular strength and can add a lot of value rather than just rote allocations of X percent to public markets and Y percent to private markets.

That glidepath is so important as you go from the accumulation to the end of the target date and ultimately to a decumulation phase. So with Great Gray, we're going to provide the underlying index equity as well as fixed income exposures as well as our private equity exposures through our product, BlackRock Private Investment Fund, BPIF. We're ultimately working on other products, and we would expect to launch a proprietary LifePath with privates target date fund, I believe, sometime in 2026. So we're excited about that as a way of continuing to bring public-private whole portfolio investing to the retirement market.

Laurence Fink: Let me just add one thing, just the industrial logic and why this is so imperative. If through broadening the investment profile of what could be included in a defined contribution plan, if you believe over a 30-year horizon, you could add 50 basis points, which is not an unrealistic target. It adds 18% to the corpus 30 years later. That should be compelling enough. Now the reality is, though, there is a lot of litigation risk. There's a lot of issues related to the defined contribution business. And this is why the analytics and data are going to be so imperative way beyond just the inclusion. And so this is one thing that we are very certain on.

As this moves forward, the need for analytics and data and the role of Preqin, eFront, Aladdin is only going to be a larger set of opportunities for BlackRock in this space.

Operator: We'll go next to Alex Blostein with Goldman Sachs.

Alexander Blostein: I wanted to ask you guys around profitability. You've made a number of acquisitions, obviously, now they're kind of coming into the run rate. As you think about the adjusted operating margin for the back half, curious to get your thoughts. But also as you pointed out at the Investor Day, the 45% plus adjusted operating margin, obviously, is quite healthy. So maybe help us sort of think through the cadence and scaling of the business as these 2 acquisitions kind of come into the full run rate and you continue to grow some of your faster-growing areas of the business.

Martin Small: Great. Thanks, Alex, for the question. I'll take that one. So we talked about the strategy at Investor Day in terms of growing the business. BlackRock continues to deliver industry-leading margin. The margin in the second quarter of 43.3% was about 80 bps lower year-over-year. That's really partially due to the impact of lower performance fees. Over the cycle, we see a very clear path to continue to target a 45% or greater margin profile. About 75% of that second quarter margin decline is really due to lower performance fees as well as the lower performance-related compensation in the quarter. Just as a reminder, we defer a portion of compensation that's linked to performance fees for talent retention.

So in years where we see higher performance fees, we also see higher deferrals, which impact comp expense in future years. The remainder is really just a margin impact from higher expense offset by acquisitions. So what I'd say is with the HPS acquisition now closed on July 1, as I mentioned in my remarks, we expect low teens percentage increase in our 2025 core G&A. That's primarily driven by the onboarding of our 3 acquisitions. Ex HPS, G&A would remain in our mid- to high single-digit percentage increase range. And at Investor Day, I talked a lot about how we've executed on our financial framework by keeping controllable expenses with inorganic growth since 2023.

That's really driven profitable growth and margin expansion. And we aim to continue to align organic revenue growth and controllable expenses. That's compensation -- that's compensation across base salaries and benefits as well as G&A, right? We think of controllable expenses, traveling together, comp and base salaries and benefits as well as G&A. For the second quarter, our controllable expenses, excluding acquisitions, are in line with our last 12 months of organic revenue growth of 7%. On a go-forward basis, I'd say we're in a period now where expense consolidation from recent acquisitions, it's coloring obviously, the comparisons. And next year will really be a full year where we get the impact of HPS and Preqin.

Those acquisitions are essentially self-funding, and GIP, HPS and Preqin, they've all been double-digit FRE and ACV growers. So once we're through this period of consolidation in the back half of the year, we expect you'll continue to see controllable expense in line with organic base fee growth. That's what we've delivered since we introduced this framework in '23 and over the last 12 months. And so as we start to see that really strong FRE and ACV growth, overall organic growth, I think you can expect us to continue to be able to drive towards our 45% or greater margin profile.

The last thing I'd say is just we have a really strong entry rate, as I mentioned, into Q3. Our entry rate is 5% higher going into Q3. That's pre-HPS. With HPS, it's more like 10% higher in terms of the base fee jumping off point. So I think we have a really sound entry point into the back half of the year, even though we get some more consolidated expenses from bringing these acquisitions together. It's really important to bring people together. We've got a lot of energy about co-locating people on real estate. We know we need to do events where we bring people together. We have to go see our clients.

All of those things in the long term are both growth and revenue accretive for BlackRock.

Operator: We'll go next to Dan Fannon with Jefferies.

Daniel Fannon: I was hoping just on HPS now closed, Larry, you mentioned the growth there has been strong. I was hoping you could put some numbers around recent flow trends there. And as we think about the second half of the year, what products are in market and how we should think about organic growth or fundraising for that part of the business for the remainder of the year?

Laurence Fink: Good. I want to turn that to Martin. .

Martin Small: So thanks for the question. Definitely, an exciting time at BlackRock and for our clients in private markets. I think we talked a fair amount about this at Investor Day, but I'll give a little bit more color. We're obviously looking to scale private markets fundraising through a systematic approach to our clients. Now integrating GIP and HPS, we have a really robust and I think exciting road map for '25 as well as the out years, which includes the next vintage of several strategies and thematic products. Let me just give you sort of a list of the things that are out in the marketplace today. We have fundraising going on across mid-cap and emerging markets infrastructure equity.

We have investment grade, high-yield and credit-sensitive infrastructure debt, direct lending and junior capital, private equity secondaries, real estate debt and some more targeted strategies in Europe and Asia on real estate equity. As Larry and I both mentioned on the call, we successfully closed GIP V, surpassing its $25 billion fundraising target. We also closed our secondary and liquidity strategies II, SLS II, the next of our secondaries fund at over $2.5 billion. At Investor Day, we talked about targeting $400 billion in gross private markets fundraising through -- from 2025 to 2030. We believe that will be led again by our infrastructure and private financing solutions platforms. We're really building on very strong absolute and relative performance.

I think very strong DPIs on the platform relative to the peer group, this power of vintage, LP re-ups and track record, we really feel we're in the best position that we've ever been in there to get closer to clients. I wouldn't expect that $400 billion to be a straight line average for 5 years. So don't just take this last 6 months and average it. We'd expect more of a ramp-up to higher fundraising levels in the later years, call that 2028 through 2030. And again, as Scott Kapnick said, as Adebayo said, as Larry said, as Raj said, consistent investment performance is the license to grow.

So all of our teams are going to be blisteringly focused on delivering for clients as the key input to our fundraising goals. So I think between now and the end of the year, we'll continue to execute on those targets, bringing us towards our $400 billion in gross fundraising out to 2030.

Operator: We'll go next to Ben Budish with Barclays.

Benjamin Budish: Maybe just another follow-up on the private markets strategy. So you announced the acquisition of ElmTree, a smaller tuck-in, but just curious, how are you thinking about inorganic opportunities? Is this sort of an acquisition that had been on your radar? Is it something that's sort of that you had been seeking or came across your desk? How does it kind of fit in? And should this be indicative of maybe future M&A? Or do you feel pretty good about the assets that you have today as they are?

Martin Small: Thanks so much for the question. So our main focus right now is fully integrating our acquisitions and realizing the planned synergies. It's about delivering great integration experiences for all of our clients that are seamless and our employees. I think as we've shown in our results, we don't need M&A to meet or exceed our organic growth targets. We were doing that before M&A. And now we're running on the trailing 12 months at 7% organic base fee growth. So these capabilities are helping us lift through our targets. So we're going to continue, I think, to be very prudent, selective, tactical with our capital and financial position and in how we look at M&A.

We've made several smaller tactical acquisitions to bolster certain areas of the business. The planned acquisition of ElmTree, which we're very excited about, which brings triple net lease, the intersection of real estate and credit, which we think is very germane to our insurance clients and our wealth clients. And also previous acquisitions like Kreos in growth-oriented lending and SpiderRock, which helps extend our capabilities and SMAs. We also announced a minority investment in Viridium earlier this year, which also, I think, is accretive to private credit and alternatives. So these acquisitions alongside with our minority investments, they bring incremental capabilities to better serve clients and generate attractive shareholder returns.

And so as I said at Investor Day, I think because of large-scale M&A in the near to intermediate term, we've rounded out that agenda. We're going to continue to look at things that we think are complementary in terms of capabilities across private markets and technology.

Laurence Fink: I would just add a few other things that we've been building, but organically, and the opportunities we see, we believe fundamentally that every country in the world is going to be attempting to build out their own capital markets. They see the success of the United States, one of the great reasons of the U.S. position in the world today is having a strong banking system and a strong capital market system. We talked about this at an Investor Day. But the -- what we saw in India and what we're trying to do and bring out and expand its retirement system platform there is a good example of the expansion of the global capital markets.

Yesterday, we had a conversation with another very big organization and a strong position in a growing developing country with huge opportunity to do the same thing we're doing with Reliance and Jio BlackRock. We've already announced what we are trying to do in the Middle East and Saudi Arabia related to expansion of a mortgage-backed securities market. So we are not just looking at tuck-in acquisitions, but the opportunity we have to expand our position as more and more countries are expanding their capital markets and playing a bigger role in that.

And I think India is just the beginning where we believe we're going to build out a very large-scale asset management platform in India itself is going to be -- these are the seeds that we are doing that are probably being obscured by all the inorganic things we are doing. But I want to just give you that color that we see the expansion of the global capital markets as a primary driver of future success for BlackRock over the next 5 years.

And having our global footprint being in 100 different countries, just gives us a unique opportunity to be working with more and more governments worldwide, helping them think about how they expand their capital markets and how do they expand their own Pillar 3 retirement system as a leader in retirement. This is a conversation we're having with everybody. And I mentioned in my -- in one of the prior questions related to what's going on in Netherlands, moving from DB to a hybrid DC. These are all big changes, but they present huge and unique opportunities for BlackRock.

And so inorganic opportunities are still going to be -- if they're compelling, we will still be doing those types of transactions, especially tuck-in areas in private markets or tuck-in technology. But the opportunity to grow organically as the capital markets grows worldwide is something that we are very excited about over the next 5 years.

Operator: We'll go next to Bill Katz with TD Cowen.

William Katz: So maybe switching gears a little bit. Just thinking through from here. In a world of consolidating the recent transactions and being "more prudent" going forward. How do you think about capital returns? It seems like you're going to be generating a ton of free cash flow over the next several years. Just trying to think through the interplay between dividend and buyback and maybe the total payout ratio?

Laurence Fink: Martin should be taking.

Martin Small: Bill, thanks so much. I appreciate the question. Hope you're having a great summer. As I mentioned at Investor Day and again a little bit today, our capital management strategy continues to be to invest first in the business and then return cash to shareholders through dividends and share repurchases. We repurchased 375 million worth of common shares in the second quarter and expect to purchase at least 1.5 billion worth of shares for full year 2025, subject to market and other conditions. Our share repurchases, again, they're an output of rather than an input to our capital management strategy. We invest first and whatever falls out is the shareholder return.

I'd say on dividends, we recognize very much that dividend income and growth is an important part of many of our investors' portfolios. We continue to target a dividend payout ratio between 40% to 50%. And over the last 5 years, we paid an average of 50% of our GAAP net income and dividends. We steadily increased the dividend since we started in 2003. And over this time, our dividend per share has grown at a CAGR of over 15%.

Over the last 5 years, we paid on average 50% of our GAAP net income and dividends and our dividend payout ratio is intended to ensure that the growth in operating and net income under our 2030 strategy that we talked about at Investor Day, will translate into commensurate dividend growth at high single to low double-digit rates. And as I mentioned at Investor Day, and I'll say it here again to avoid the payout ratio impact from the noncash amortization of acquisition-related intangibles, we'll adjust this amortization in calibrating our dividend to the payout ratio.

But again, we think that the 2030 strategy that we discussed at Investor Day should translate into dividend growth at high single to low double-digit rates.

Operator: We'll go next to Brian Bedell with Deutsche Bank.

Brian Bedell: Just if I can maybe switch gears a little bit to iShares in Europe and fixed income in particular. If you can just talk about how you're continuing to see -- you're continuing to see strong organic growth in the fixed income, iShares franchise. Maybe if you can talk about where you see yourselves on the long-term development of substitution of fixed income securities for iShares ETP? And then especially in Europe, I think you talked about this at Investor Day. You see pretty strong growth potential as Europe sort of democratizes their retail investor base. How do you see that progressing here coming into the second half?

And you see that more just on the equity side or the alternative iShares or also on the fixed income iShares side?

Unknown Executive: So thanks for the question. More growth, more people using iShares ETFs along the active side of the world, alongside of active using the wrapper for hedging purposes, just more and more and more use cases that we're seeing, and it is really caught on in Europe now as a primary wrapper end market to be involved in. So we continue to show industry-leading results. We have the #1 share of global ETF flows year-to-date as the iShares and ETF become the vehicle choice, and we're the industry leader and probably have the most diversified offering of anyone.

That diversification is reflected in our organic revenue, which is nearly 3x the next largest issuer and inflows where 38 iShares products had over $1 billion of net inflows this quarter. So that diversification is working for us. We're seeing outsized strength from our highest conviction growth areas like fixed income, active, now digital assets and European listed ETFs. And Martin mentioned before, bond ETFs led the way at $44 billion, followed by digital assets, $14 billion, active ETFs, $1.1 billion and precision and other at $1.8 billion. Europe, as you highlighted, saw $29 billion of net inflows.

So we will continue to evolve our ETF business and increase access to all kinds of markets more efficiently, more transparently and conveniently. So this is a business that we continue to capture the flag globally and also help our clients expand the use of that product to areas that we didn't think of that we're responding with solutions to our clients with this wrapper.

Laurence Fink: Let me just add a few more things. As the European markets evolve and change and as regulation really focused on the remunerations, the beginnings of the access to ETFs in Europe is only just beginning. Europe is 5, 6 years behind the United States in terms of access. It's just all evolving now. iShares is about $1 trillion in Europe, 40% market share, and we are in a position now, especially in like countries, as we said, changing away from defined benefit to defined contributions in Europe, you're going to see more and more the financial advisory organizations of Europe. You're going to see more and more of the digital organizations in Europe, adapting more and more ETF-based strategies.

Similarly, as we've seen in the United States. So we believe Europe is just starting to launch the same type of growth rates that we saw in the United States in terms of the adaptation of ETFs. And if you now intersect the role of digital ETFs, to me, that is creating more and more enthusiasm, more access to ETFs, more interest in ETFs. And as I said in my prepared remarks, we are seeing more and more clients, who first started using ETFs or IBIT are now looking at ETFs and iShares as a vehicle to expand way beyond their first entry into a digital platform. So we're very well positioned.

And I look at the opportunities in Europe similarly to the type of growth rates we saw in the U.S. over the last 5 years.

Operator: We'll go next to Patrick Davitt with Autonomous Research.

Patrick Davitt: You touched on this briefly, but stablecoin is obviously top of mind for many investors on the back of Circle's IPO, and you're managing that money has been a strong boost to those flows for you. So through that lens, could you speak to how you see what looks like a fairly significant emerging opportunity for asset managers to manage these reserves? Is there a pipeline of other potential mandates, like the Circle 1? And then finally, within that, maybe some color on why these platforms can't or don't want to just invest the treasuries directly versus using your money funds or other people's money funds?

Laurence Fink: Yes, in my world tour, working with central banks and regulators, conversation about stablecoin is vibrant right now. And so what we are going to see is more competitive type of stablecoins. They may have some role in diversifying away from dollar as we digitize more and more currency. But the opportunity for BlackRock in our world in both stablecoin or all the entire role of tokenization of financial assets, tokenization of real assets like real estate is going to be the future. And we believe more than ever before that we are as well positioned as any organization in the world to be part of the conversations as stable coins are going to be growing and developing.

Related to buying money market funds or buying -- having a role, playing a role as a manager, those conversations are broad. But if you're going to show that a stablecoin truly is a substitute for a currency, it must be invested in those currencies bonds. And so I would hope that, that will remain as a consistent feature of each and every stable coin. And I believe that is going to be one of the big issues. There is questions remaining with some other stablecoins as to what is the collateral backing some of that.

And if we're going to put our name associated with it, we believe each and every stable coin should be invested in short-term government bonds that backs that stablecoin. We want to make sure it's legitimatized, but it's also safe and it's a great digital substitution for each and every country's cash as a cash substitute. And I think that is going to be moving very rapidly, but it is surprising even to me, the dialogues that we're having with central banks and how they are looking to now use their own digitized currency or using stablecoins to digitize their currency.

And so we believe this is just the beginning, and we will be playing a significant role as stablecoins are developed in each and every country. They believe it will fit the needs of their own monetary policy, and there are policies related to their capital markets.

Operator: Ladies and gentlemen, we have reached the allotted time for questions. Mr. Fink, do you have any closing remarks?

Laurence Fink: Yes. Thank you, operator. I want to thank all of you for joining us this morning and for your continued interest in BlackRock. Our second quarter results demonstrated the strength of our global relationships and how our platform is powering the portfolios of the future. We're so excited to welcome our new colleagues from HPS to our global offices in the coming months, and we're working closely together to better serve our clients across all their investment needs, which in turn should drive stronger and more durable results as we did in this quarter for you, our shareholders. Everyone, thank you. Have a good summer. Enjoy the quarter. Bye-bye.

Operator: This concludes today's teleconference. You may now disconnect.

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Hancock Whitney HWC Q2 2025 Earnings Transcript

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Image source: The Motley Fool.

DATE

Tuesday, July 15, 2025 at 4:30 p.m. ET

CALL PARTICIPANTS

Chief Executive Officer — John M. Hairston

Chief Financial Officer — Michael M. Achary

Chief Credit Officer — Chris Ziluca

Need a quote from one of our analysts? Email [email protected]

TAKEAWAYS

Net Interest Margin (NIM): NIM expanded six basis points compared to the prior quarter in Q2 2025.

Adjusted Return on Assets (ROA): Adjusted ROA was 1.37% for the second quarter of 2025, reflecting Sable Trust Company transaction expenses.

Adjusted Net Income: Adjusted net income was $118 million, or $1.37 per share, for the second quarter of 2025, down from $120 million, or $1.38 per share, in the first quarter of 2025.

Pre-Provision Net Revenue (PPNR): Increased $5 million, or 3% sequentially, reaching 1.95% of assets.

Net Interest Income (NII): Rose $7 million, or 2% quarter-over-quarter.

Fee Income: Increased $4 million, or 4% sequentially; trust fees were the primary driver due to contributions from Sable Trust.

Expenses: Up $5 million, or 2%, after adjusting for one-time items; Sable Trust acquisition accounted for $2.5 million of this increase.

Efficiency Ratio: Improved to 54.91% in the second quarter of 2025 from 55.22% in the first quarter of 2025.

Loans: Grew $364 million, representing 6% annualized linked-quarter growth, with guidance unchanged for low single-digit annual growth.

Deposit Balances: Down $148 million, attributed primarily to certificate of deposit (CD) run-off and reduced public funds; DDA and interest-bearing transaction balances both increased.

DDA Mix: Rose to 37%, with management guiding 37%-38% by year-end 2025.

CD Repricing: $2.5 billion in maturities repriced from 3.85% to 3.59%, with an 86% renewal rate; an additional $3.6 billion will mature in the second half of 2025, expected to reprice near 3.5%.

Cost of Funds: Decreased two basis points to 1.57%, driven by lower deposit costs.

Loan Yield: Up two basis points to 5.86% overall; fixed rate loan yields increased thirteen basis points to 5.17%.

Bond Portfolio Yield: Rose eight basis points to 2.86%, aided by reinvestments and fair value hedge contributions.

Capital Ratios: Tangible common equity (TCE) at 9.84% and common equity Tier 1 at 14.03% post-acquisition.

Allowance for Credit Losses (ACL): Maintained at 1.45% of loans, down four basis points from last quarter.

Net Charge-Offs: Net charge offs increased to 31 basis points; full-year 2025 guidance unchanged at 15-25 basis points.

Criticized Commercial Loans: Declined 4% to $594 million; nonaccrual loans fell 9% to $95 million.

Share Repurchases: 750,000 shares repurchased, exceeding the previous level, with approximately $40 million spent and intent to sustain this capital return pace.

Organic Growth Initiatives: Added ten new bankers and finalized five new Dallas-area financial center sites, with three openings slated for late 2025 and the remainder in the first half of 2026.

SUMMARY

Management maintained full-year loan growth targets and predicts modest NIM expansion in the second half of 2025, with NII growth guidance of 3%-4%. Fee income strength is expected to persist in Q3 and Q4 2025, driven by full-period contributions from Sable Trust and continued improvement in treasury and card-related revenues. Expense guidance remains unchanged, with Sable Trust integration contributing $2.5 million to expense increases. Management reinforced capital deployment priorities, specifying an expected common equity Tier 1 operating level of 11%-11.5% and a TCE comfort zone near 8%, as discussed during the Q2 2025 earnings call. Portfolio credit quality remains favorable, with no specific sector or geographic weaknesses identified, and inflows into criticized loans described as limited.

Mike Achary stated, "The difference is less than a million dollars on NII, and it's about one basis point on NIM for the second half of 2025." NIM guidance is positioned as relatively resilient to changes in Fed action during the second half of 2025.

Leadership clarified share repurchases will target a dollar level rather than a fixed share count, dependent on market valuation.

John Hairston emphasized, "The bigger driver is simply gonna be net new loans to net new clients." Construction and development is the only segment not growing and related headwinds are expected to ease by early 2026.

Management expects continued CD repricing at lower rates, forecasting at least an 81% renewal rate in the second half of 2025, along with more favorable deposit cost trends as CDs mature.

The organic hiring plan targets a compounded 10% increase in bankers annually, with management open to exceeding this if high-quality talent becomes available.

INDUSTRY GLOSSARY

DDA (Demand Deposit Account): Non-interest-bearing deposit account used primarily for transactions and business operations.

NIM (Net Interest Margin): Ratio expressing the difference between interest income generated and interest paid out, measured as a percentage of average earning assets.

PPNR (Pre-Provision Net Revenue): Earnings prior to accounting for credit loss provisions, useful for assessing core profitability trends.

CD (Certificate of Deposit): Fixed-term deposit product that generally pays higher interest in exchange for leaving funds on deposit for a specified period.

ACL (Allowance for Credit Losses): Reserve on the balance sheet reflecting management's estimate of potential credit losses in the loan portfolio.

SNC (Shared National Credit): Large syndicated loans shared among multiple financial institutions, typically reviewed by regulators jointly.

Full Conference Call Transcript

John Hairston: Thank you all for joining us on a busy reporting day. The February was another strong quarter. The results reflect our continued focus on profitability, efficiency, and meaningful progress in our multiyear growth plan. NIM expanded six basis points, and we achieved an ROA of 1.37% after adjusting for expenses related to our transaction with Sable Trust Company, which closed on May 2. As expected, loans grew $364 million or 6% annualized due to stronger demand, increased line utilization, and lower payoffs. We remain focused on more granular, full relationship loans with the goal of achieving more favorable loan yields and relationship revenue. Our guidance on loan growth remains unchanged.

We expect low single-digit growth for the year 2025, which infers mid-single-digit growth for the February. Deposits were down $148 million, reflecting a decrease in CDs due to maturity concentration and promotional rate reductions in the quarter, along with a decrease in public funds. However, interest-bearing transaction balances and DDA balances were up in the quarter, and DDA mix actually increased 37%. NIM continued to expand as our average earning assets grew at higher yields and we continued to reduce deposit cost. Our fee income grew again this year, with trust fees driving most of the growth, thanks to the additional team and client book from Sable.

Expenses remain controlled and in line with our expectations, reflecting investments we are making in new revenue producers technology efforts to improve efficiency and client experience. During the quarter, we continued to return capital to investors by repurchasing 750,000 shares of common. We also deployed capital through the execution of our acquisition of Sable Trust. Capital ratios, despite all that, remained very solid with TCE of 9.84% and common equity tier one ratio of 14.03%. We made meaningful progress on our organic growth plan this quarter. We added 10 net new bankers to the team during the quarter, and have solidified the location of five new financial center locations for the Dallas market.

Expect three of these financial centers to open in the back half of 2025 and the remaining two will open in the first half of 2026. We will provide additional guidance on new offices and bankers on the January call. We remain very optimistic for our growth prospects for the rest of the year. The macroeconomic environment remains dynamic. But our ample liquidity, solid allowance for credit losses at 1.45%, and strong capital keep us well-positioned to navigate challenges and support our clients in any economy. Before we continue the call, I want to take a moment to acknowledge the devastating floods that have impacted communities across Texas. Our thoughts are with all those affected.

We are no strangers to the hardships that natural disasters can bring, and we are committed to supporting recovery efforts across the region. As always, we stand ready to serve our communities with the same strength and resilience that define both our company and the people we are proud to serve. With that, I'll invite Mike to add additional comments.

Mike Achary: Thanks, John. Good afternoon, everyone. As John mentioned, our results reflect another quarter of outstanding performance. Our adjusted net income for the quarter was $118 million or $1.37 per share, compared to $120 million or $1.38 per share in the first quarter. Second quarter results included $6 million of supplemental disclosure items related to our acquisition of Sable Trust Company in May of this year. PPNR was up $5 million or 3% from last quarter, and was a peer-leading 1.95% of assets. Our NIM again expanded this quarter but by six basis points and NII was up $7 million or 2%.

Fee income was up $4 million or 4%, and expenses adjusted for one-time items remain well controlled, and were up $5 million or just 2%. Our efficiency ratio improved to 54.91% this quarter compared to 55.22% last quarter. The NIM expansion was driven by higher average earning asset volumes and yields, and lower deposit costs, which were only partially offset by an unfavorable mix related to other borrowed funds. That's all shown on slide 15 of the investor deck. Bond yields were up eight basis points to 2.86%. We had $233 million of principal cash flow at 3.15%, while we reinvested $359 million into the bond portfolio at 4.71%.

Additionally, another $40 million of our fair value hedges became effective this quarter and contributed three basis points to the overall yield pickup. Next quarter, we expect about $102 million of principal cash flow at 3.11% that will be reinvested at higher yields. We expect the portfolio yield should continue to increase as we reinvest principal cash flows at higher rates. Our loan yield for the quarter was up two basis points to 5.86%. Yields on fixed rate loans were up 13 basis points to 5.17%, while yields on variable rate loans were down only two basis points. With no rate cuts expected in the third quarter of 2025, we expect the overall loan yield to again be largely flat.

Our overall cost of funds was down two basis points to 1.57% due to a lower cost of deposits and less favorable borrowing mix, as other borrowings increased compared to the prior quarter. The downward trend in our cost of deposits continued, with a decrease of five basis points to 1.65% in the second quarter. The drivers here were CD maturities and renewals at lower rates. We expect the cost of deposits will be down marginally in the third quarter with an additional reduction in the fourth quarter assuming the Fed cuts rates in September. For the quarter, we had $2.5 billion of CD maturities that matured at 3.85% and were repriced at 3.59%, with a strong 86% renewal rate.

Additionally, our DDA balances increased again this quarter up $24 million. Our NID mix was also up this quarter to 37%. CDs will continue to reprice lower for the rest of 2025 given maturity volume and anticipated rate cuts. Total end of period deposits were down $148 million mostly reflecting the impact of this quarter's CD repricing and other aspects of seasonality. We updated our guidance to reflect our current assumption of two rate cuts of 25 basis points in September and December, but with minimal impact. We expect modest NIM expansion in the second half of 2025 and NII growth of between 3-4% for the year. There's no change to our PPNR or efficiency ratio guidance.

Our criticized commercial loans decreased 4% to $594 million and nonaccrual loans decreased 9% to $95 million. Net charge offs were up this quarter and came in at 31 basis points. Our loan portfolio is diverse, and we see no significant weakening in any specific portfolio sector or geography. Our loan reserves are solid again at 1.45% loans, down four basis points from last quarter. We expect net charge offs to average loans will come in at between fifteen and twenty five basis points for the full year 2025. Lastly, a comment on capital. Our capital ratios remain remarkably strong. We deployed capital this quarter through our acquisition of Sable Trust Company, and a higher level of share repurchases.

We more than doubled the buyback this quarter and bought back 750,000 shares. We expect share repurchases will continue at this level for the foreseeable future. Changes in the growth dynamics of our balance sheet, economic conditions, and share valuation, could impact that view. I will now turn the call back to John.

John Hairston: Thanks, Mike. Let's open the call for questions.

Operator: At this time, I would like to remind everyone in order to wrap the question, please press star then the number one on your telephone keypad. Our first question comes from the line of Michael Rose with Raymond James. Your line is open.

Michael Rose: Hey. Good afternoon, everyone. Thanks for taking my call, my questions. May we can just start on the last topic on buybacks. Mike, you know, just given some of the deregulatory efforts that we've seen here recently, I know you mentioned that buybacks would kind of continue at this pace. But do you have a target CET1 ratio that you think you can you know, kind of operate on, you know, kind of through the cycle just assuming some of the deregulatory effort and the fact that they're likely to, you know, come downhill over time? Thanks.

Mike Achary: Yeah, Michael. Great question. And as we think about capital, the two ratios, obviously, that we probably pay a little bit more attention to is TCE And that's down a little bit because it's stable, but still, you know, very close to 10%. And in the tier one common, that still exceeds 14% even with the acquisition of Sable. So if we think about where those capital levels or where the company is kind of comfortable operating at, I would suggest it's somewhere between eleven and eleven and a half. For tier one common. And then certainly, anyone who knows our company knows that for TCE, it's in the neighborhood of 8%.

Michael Rose: Okay. So as I think about your CSOs, going out to the end of 2027, you know, it looks like the TCE would be around 8%. So would that kind of you know, should we use that as a guide, basically, as we're thinking about buybacks, you know, you know, beyond this year and into '26 and into '27. Is that fair?

Mike Achary: Yeah. Yeah. I think so. And certainly, you know, those levels, again, reiterate that those are levels we feel comfortable operating the company at. Our Board feels comfortable. But they're not necessarily hard lines. So just depending on circumstances, we certainly could go below those levels or operate the company above those levels. As we're doing now.

Michael Rose: Understood. And maybe just as a one follow-up question. Just as it relates to loan growth and kind of the outlook, just give us a general update on kind of the health of borrowers? It does seem know, if you listen to some of the larger guys today that I think we're at a point where even though there's still some uncertainty around tariffs and things like that, I think there's just a comfort level and borrowers are starting to move off the sidelines a little bit. I understand your guidance, but would just, you know, like to appreciate more, you know, what the drivers could be in the near term.

You know, I know utilization rates tick a little bit higher, so maybe that's a trend that could continue. But what's kind of the upper you know, what would drive you to the upper end versus the lower end of your of your guidance? Thanks.

John Hairston: Sure. Yes, Michael, good question. This is John. If Chris or Mike wanna weigh in, they can. Generally speaking, we're really not relying on line utilization to drive the upper end of the range. Certainly, it would help, utilization continues to increase. And it's only going up marginally each quarter, so we're glad to have it. The bigger driver is simply gonna be net new loans to net new clients. And we've had a really good quarter, and I would expect that we'll continue to having good quarters the foreseeable future barring any kind of macroeconomic changes that would cause clients to become more chill.

I will suggest, you know, a quarter ago when we had this call, Michael, you know, there was clearly a disturbance in the force, if you will, people not really knowing how to make, a sense of Liberation Day and how it may impact their own business. I think over the last three months, people, at least in our market areas from Texas to Florida and up in Tennessee, have largely become desensitized to those headlines. And I don't know if I would call it coming off the sidelines as much as think they're just not as, as sensitive to the headline of the day.

And they're back to relying more on whatever the facts may be that they're gonna use to make a decision of what to buy, expand, enter new markets, build a building, what have you. So, I think that's important to note. Since you asked the question about the upper range, I guess I would also call out, you know, the only sector that we didn't enjoy growth this quarter was in, the construction development book. And if you note in the deck on, I got I think that's page nine. Everything's in the green. Health care is a little bit of a push, and c and d was down a little under a million.

The year to date commitments in that sector are actually up a little under $200 million. But as we've talked about in prior calls, it takes a few quarters for a client to burn through their equity in the, in the project. Before they get to our line of credit. So we would anticipate a sustainable, growing c and d book to be somewhere towards the back half of the first quarter of 2026. Or, or the or the following quarter sustainably. So that headwind will dissipate as we move through the year. And if it does, that would eventually lead more to the upper end of the range. All other things being equal.

Michael Rose: Great. So inflection point that you guys are about. Alright. Thanks, guys, for all the color. I'll step back.

John Hairston: You bet. Thanks, Michael, for the question.

Operator: Our next question comes from the line of Catherine Mealor with KBW. Thanks. Good afternoon.

Catherine Mealor: Hi, Catherine. Could you just give us a little bit more of a color around your NIM outlook? I know you've continued to say that you think there's kind of upward NIM trajectory in the back half of the year really, I guess, regardless of what rates do. But, yeah, we've pushed back rate cuts. We now only have two in the in your numbers. And so just kinda help us think through where you think kinda NIM can go for in a stable rate environment and then sensitivity to this cuts in the back half of the year?

Mike Achary: Sure, Catherine. This is Mike, and I'm happy to share some thoughts and color around that. So I think first off, and we did disclose this, I believe, on slide 15 of the deck, For us, for the second half of the year, there really is not anywhere near a material difference between the impact on NII or our NIM If we look at one if we look at zero rate cuts or two rate cuts in the back half the year. The difference is less than a million dollars on NII. And it's about one basis point on NIM. So, certainly, the dynamics are a little bit different in terms of how we get there.

But what we do have baked into our guidance is the two cuts, the one at the midpoint of September and then one in December, both 25 basis points. So assuming those two cuts do occur, the things that, I think are really gonna be the drivers of our ability to continue to expand our NIM in the second half of the year are gonna be largely the things that we experienced in the first half of the year with the addition of, obviously, loan growth. So we're looking at a stable DDA mix. We're at 37% now. We're guiding for that mix to be between 37-38% by the end of this year.

Feel really good about our ability to grow that mix to those levels. Especially given where we are now. We'll continue to reduce our cost of deposits But certainly, if you again, if you go back to slide 15, you can see that over the course of the second quarter, our cost of deposits did begin to level out. And we certainly expect that leveling out to kinda continue in the second half of the year. We do think that we can reduce our cost of deposits by, let's say, a couple of basis points in the third quarter and then probably a little bit more than that in the fourth quarter.

And again, that's really on the heels of an expected rate cut in September. So that is know, really very dependent upon our ability to continue to reprice our CDs lower. And so, again, we've done a pretty good job of that, I think, through this cycle. And even with our cost of deposits kinda leveling out, you know, we think we'll be able to do that in the second half of the year. So in the second half of the year, we have about $3.6 billion of CDs coming off at about 3.62 Those we think will reprice at about three and a half percent or so. So no change in any of our promotional rates right now.

Our probably our best selling CD promotional rate is our eight month at three eighty five, so that continues. Certainly, we also have the loan growth for the second half of the year. We're extremely proud of our ability to grow loans in the second quarter. The 6% linked quarter annualized. You can see in the guidance that we're expecting to kinda continue at more or less that level. For the second half of the year. And on an end of period basis, loans should come in you know, again at that low single digit level year over year. And then finally, we still have a pretty good ability to reprice cash flows coming off the bond book.

As well as repricing fixed rate loans in the maturing. In the second half of the year. So again, back to the 10 basis points the first half of the year. The expansion in the second half of the year won't be at that level. It could be at something close to half that level. But still, we believe firmly that we can expand our NIM by a couple of basis points each in the next couple of quarters. So hopefully, that answered your question. Anything else I can help you with?

Catherine Mealor: It does. No. That was very helpful. A of a lot of great data there. And then giving one follow-up just on the expense side. I know your expense guide is unchanged at the 45% and that includes Sabo coming in this quarter. Is there now that the now that deal is closed, is there any kind of additional insight you can give us into how much of the of the expense base came from that just so we can kinda think about what one more I guess, one additional month of that deal in third quarter kinda could mean versus where the expense growth is coming from some of your hires and all of that?

Just kinda think about trying to think about the cadence of the expense base over the two quarters in the back half of the year? If you look at the second quarter, and again,

Mike Achary: we closed that deal at the end I'm sorry, the very beginning May we had two months The increase in our expenses and the second quarter related to Sable was about $2.5 million or so.

Catherine Mealor: Okay. Great. Okay. Great. Thank you, Gregor.

Mike Achary: You bet. Thank you.

Operator: Our next question comes from the line of Casey Haire with Autonomous Research. Your line is open.

Casey Haire: Great. Thanks. Good afternoon, everyone. I wanted to follow-up, I guess, on the loan growth again. The CRE showed very strong for you guys. We've been hearing that's been tough slotting just given weak demand and just a little more color as to what you're seeing to drive such strong results.

John Hairston: It was a little muddled, you said, on the CRE sector? Casey. Is that right? Yeah. Yeah. Commercial. The difference yeah, the difference quarter to quarter there was a little less payoffs. Very successful owner occupied real estate campaign in the business and commercial banking sectors. And then we ended up with some bridge financing numbers that were pretty attractive out of the investor CRE group. That shows up in CRE, not C and D. Does that answer your question, or do you want a little more

Casey Haire: No. That's great. That's great. Sounds like Yeah. Payoffs. Slowing down. Okay. And then just switching to, m and a. I know you guys sound very organic. And heads down here. You did enter the year as, you know, looking to you know, being acquisitive. Just wondering is what is the m and a and market like in your markets and, you know, is active? And what would draw you back into you know, looking to be acquisitive?

Mike Achary: So, Casey, this is Mike. And I guess first off, the narrative around M and A for us is completely unchanged with the narrative that we talked about on the first quarter call, so back in April. And back then, we said, that right now, and a is just not something we're focused on. But we did caveat that by saying, you know, that may change or could change at some point down the road. If we look at our capital priorities first and foremost, is to support organic balance sheet growth and more specifically, our organic growth plan. Second is return of capital to shareholders through dividends and buybacks. And then third is M and A opportunities.

You know, that may or may not surface down the road. So I don't know that I wanna be any more specific about that other than to maybe add you know, the way we think about m and a down the road, think, is opportunistic.

Casey Haire: And

Mike Achary: you know, it's hard to put really a hard label on what that is or isn't. You know, until those circumstances arrive.

Casey Haire: Okay. Great. Thank you.

Mike Achary: Yep. Bet.

Operator: Our next question comes from the line of Ben Gerlinger with Citi. Your line is still

Ben Gerlinger: Hi. Good afternoon. Hey, Ben. I don't know if Ben's up.

Ben Gerlinger: Hi. Sorry. I didn't know if you guys said it in the prepared remarks. But I know that the SNCs are below 10%. And you guys have good core organic growth. Is it fair to think that the shared national credits are at a floor on a dollar percentage or dollar rather than percentage. Or is it usually still specs some runoff?

John Hairston: No. It's a it's about a push. If you look at the, the numbers on I've I've it what's the slide number for this next slide?

Mike Achary: Yeah. It's slide 10.

John Hairston: Yeah. We're running about nine and a half percent, and I think between nine and ten is about where that's gonna stay. And so, the book on an absolute magnitude basis, probably grows as loans grows as we maybe feel good about one particular sector. But at the end of the day, that percentage will not get above 10%.

Ben Gerlinger: Gotcha. Okay. The question was should you expect any big runoff? The answer to that is probably also no. Think where it is right now is where we're comfortable.

Ben Gerlinger: Got it. Okay. Yeah. That helps. And then whoever wants to field it either. But when you when you think about rate cuts, I know that when they first started cutting rates, it kinda seemed almost predetermined that we're gonna get 50 or potentially a 100. It's not obviously ended up with a 100 basis points for the first wave. It gave you some flexibility on deposit pricing. But if it ends up being like a fed only moves 25 bps or so, When you think about the flexibility, should we expect kind of the same relative beta despite it being, like, 25 bps? Is this something a little bit more muted considering the first 100 is the easiest 100?

On pricing on the right hand side.

Mike Achary: Yeah. Ben, this is Mike, and it's a really good question. And I would suggest that you know, if the Fed does move, let's say, 25 in September 25 in December, that, you know, we would achieve something pretty close to where our cumulative where we think our cumulative deposit data is gonna end up for the cycle. So for total deposit beta, that's 37 to 38. We're sitting at 35 now. So I think that would creep up closer to that expected level. And then on interest bearing deposits, we expect for the cycle to be at fifty seven fifty eight. We're sitting at 55 now.

So similar to the total, you would see the interest bearing deposit beta start to kinda creep up. You know, we'll we'll be very proactive in reducing our deposit costs if and when the Fed does move as we've been so far this cycle. You know, we have 70%, 72% of our loans are variable, so those will price will reprice down. And so we have to be very cognizant of that back. And then also reduce our funding costs accordingly. And I think we've done a real good job of that during this cycle. And have done that mostly through you know, repricing our CDs, and it's it's worked out pretty well.

Ben Gerlinger: Gotcha. I appreciate the color. Thanks, guys.

Operator: Our next question comes from the line of Brett Rabatin with Hovde Group. Your line is open.

Brett Rabatin: Hey, good afternoon, everyone. Wanted to ask about going back to the loan growth one more time. Wanted to ask, if we look at slide 27, it shows the new, loan rates. Impacted by the rate environment. And I noticed the two q in particular had what appeared to be some spread compression. On both variable and fixed rate. Loan originations. And so I just wanted to get some color on if that's you know, spread compassion spread compression competitively if you guys were being more aggressive and that was you know, kind of the outcome being loan growth or loan growth for the quarter, any color on the new loan originations would be helpful.

Mike Achary: Yeah. I can I can start? And I would suggest that there really is probably a combination of both those things. Certainly, the environment out there is super competitive when it comes to you know, not only securing new credit from customers, but then also pricing that credit. And I think overall, we've done a tremendous job of really restarting that growth engine as evidenced by the, you know, the 6% linked quarter annualized growth in the quarter. So the overall rate on the new loans to the sheet did compress by about 28 basis points. And I would suggest most of that is really related to pricing.

However, it's also important to understand that overall yield in our loan book is five eighty six. So, certainly, our ability to again, reprice mostly fixed rate loans higher is one of the one of the things that will certainly help us continue to expand our NIM in the second half of the year. John, any color you want to add?

John Hairston: No. I think that was very good. The only points I'd add is, I mean, you'll note the mix is a good bit different in 02/2025 than it was a year ago. And the size of the fixed rate new loan book has been tied a great deal to the degree of, aggressive calling campaigns that we've had on specifically the owner occupied real estate opportunities that come with partially or fully compensated deposit balances. So we've talked to them on the last several calls about our very aggressive desire to, have full service relationships.

And so while the loan yield may suffer a little bit on the overall benefit we're getting is on the low cost deposit on the other side. And that and that drives the NIM to a to a better view. That makes sense?

Brett Rabatin: Okay. Yeah. No. That's helpful. And then, you know, you've got I think, know, next one to three years, $2 billion repricing at $5.17. So that's helpful too. The other question I have was just around the fee income guidance. And if you know, with the trust fees continue or trust fees likely to head higher, just wanted to see the, you know, the nine to 10% growth Is that based on continued strength in trust? Or do you expect some of the other businesses that have done pretty well continue to do so?

John Hairston: Well, it's a great question. Thanks for the way you finished it because, I was gonna try to slip that good news in too. But generally speaking, the trust quarter was actually good even without say The Sable chunk of the $4.7 million increase in trust fees was only $3.6 million. For the partial quarter. Now I'll remind you, trust fees are not particularly level. Month to month inside the quarter. Some accounts are skewed to the first month, some to the to the last month of the quarter. So, you can generally prorate that to see what the number will be, but it won't be exact.

But the bottom line is trust did well, and then the $3.6 million from Sable goose the number on up to nearly $5 million up. And we would expect to see the full benefit of the Sable team and that client book We get into Q3. Aside from that, the business and consumer service deposit account charges via the treasury products also performed very well for the second quarter. And generally speaking, we can expect those fee increases to continue with the size and number of accounts added inside the book of consumer and business. So we think the second half is gonna continue seeing growth. On the fee income side, from those sectors.

Besides those, our fee categories like card revenue, treasury accounts, and merchant also doing quite well, and secondary mortgage will, will be driven by, number one, our completing the pivot to secondary loans as a predominant source of fee income. And then if rates do decline, we should see a nice benefit from, from fee income on the secondary side. Does that answer your question?

Brett Rabatin: Yeah. Candice, that's very helpful. John.

John Hairston: You bet. Thank you for asking.

Operator: Our next question comes from the line of Gary Tenner with D. A. Davidson. Your line is

Gary Tenner: Thanks. Good afternoon. I had a couple of questions. First, to go back to the buyback for a minute. I know, Mike, in your prepared remarks, you suggested that the buyback continues at the same level. But then I think in a follow-up, you kind of said depends on the pricing. So, you know, you purchased a lot more shares this quarter at $52 versus what you bought in the first quarter around

Mike Achary: 59. A lot closer to 59 right now. So just wanted to make sure I understood kind of the moving parts of your of your comment there in terms of what to expect at least in the short term.

Gary Tenner: Yeah. Great. Great. Great way to distinguish that, Gary. Appreciate that. And I think the way to think about it is if you look at the dollar amount, of shares that we repurchased during the quarter, which is a little bit under $40 million. And so the intent would be to return at least that much in terms of money to shareholders via buybacks. And certainly, the number of shares that we're able to buy back with that $40 million certainly will change a little bit from quarter to quarter depending on market conditions and where our stock price is. But I think the controlling variable there would be the $40 million or so that we'll spend.

Gary Tenner: Okay. Appreciate it. And then just to think through the dynamics of deposit growth in the back half of the year getting to that kind of low single digit expectation. I guess two parts to that. One, since the CDs are projected to reprice lower by just a small amount. Do you expect the retention of the CDs to be higher in the back half of the year than they were in the first half of the year? And then how much of the total growth for the year would you suggest is kind of driven by public funds in the fourth quarter?

Mike Achary: Again, good question. So if we about CDs in the renewal rate, I mean, again, that's been that's been one of the things that really has been kind of the star of the show, if you will, around our ability to retain that money and reprice it lower. So it was something like 86% in the second quarter. And the assumption for the back half of the year is that it'll be at least 81%, if not a little bit better.

So the other thing I would suggest when we look at not only the guidance for deposits, but also the levels that we think will come in is, because of the C and I nature of our book, you know, there's a lot of seasonality built into it. You mentioned the public funds and certainly that does drive the numbers. With a public fund book of around $3 billion or so. So typically in the second quarter, you know, we see really the last couple of months of the outflows related to public funds. And then we also see outflows related to tax payments. Both corporate as well as individual.

Typically in the third quarter, those deposit levels begin stabilize, if not grow a little bit. And then on a seasonal basis, the fourth quarter tends to be our best quarter. Again, there are typically inflows related to corporate and middle deposits. And then you have the arrival of the public fund. Inflows. And those can range between you know, as much as $200 to $300 million just depending on the primarily the sales tax collections and property tax collections. That typically happen in the fourth quarter. You bet.

Operator: Our next question comes from the line of Matt Olney with Stephens. Your line is open.

Matt Olney: Hey. Thanks, guys. Wanna ask about credit and the charge offs in the second quarter were a little bit heavier than we were expecting, but it sounds like you feel really good about charge offs The back half of year moving lower. Can you just kind of flush this out for us? Did you did you get some resolutions of some lingering credits in February or any color you can give us as far as the charge offs in February and the outlook?

Chris Ziluca: Matt, it's Chris Ziluca. Thanks for the question. Good question as well. Yeah. We feel pretty good about the guidance that we've given around the charge off range. I mean, as we've said, kind of going into, this year and even last year, you know, we expect normalization of net charge offs, kind of as the cycle winds through. And we really aren't seeing any sort of specific systemic issues in the portfolio, which really gives us comfort as kind of forward view around the remainder of the year. Yes.

We did have some accounts that were kind of in our line of sight for resolution during the quarter, and we decided, we had some reserves in place, specific reserves in place on one of them in particular that we decided that we would take down and just kind of resolve that to the best that we could. So that way, we're kinda looking forward in a little bit more of a positive view.

Matt Olney: Okay. Appreciate that. And then just as a follow-up to that, we've seen consecutive quarters of improving criticized commercial loans now. We would love to just get your feel for criticized loans as we look at the back half of the year. And what your visibility is there?

Chris Ziluca: Yeah. So, again, good follow-up question. You know, from our visibility, what we're seeing is you know, a little bit more resolution and therefore outflows than we are seeing inflows. Normally, we would expect to see in this quarter a little bit more potential inflows. But, you know, we were pleasant pleasantly surprised that we were seeing less inflows a little bit more resolution of outflows. Related to some of our longer standing credits. As I mentioned, I think, one of the earlier calls, it usually takes three to four quarters before kind of a criticized loan can get either rehabilitated or resolved or paid off, you know, what have you. Know, the whole portfolio management workout process.

So with the lesser number of inflows, we feel pretty good about where we sit. Not to say that as the quarters go through, that there aren't things that kind of, you know, catch us a little off guard. But we feel like we have a pretty robust portfolio management and workout process to deal with those.

Matt Olney: Okay. Thank you, guys.

Chris Ziluca: Thank you.

Operator: Our next question comes from the line of Stephen Scouten with Piper Center. Your line is open.

Stephen Scouten: Hey, good afternoon. Thanks, guys. I know, Mike, you gave some commentary around M and A saying that largely unchanged outlook there. But I'm kind of curious as to how you think about the future path. I mean, me, the only thing that's maybe been lacking from y'all's story has been organic loan growth. And we're seeing great signs of that already this quarter. So should we think about you guys letting that story play out profitability and efficiency continue to play out? And then you know, if your shares warrant the valuation, I'm sure you feel they should, then that when M and A might be pursued down the line. Is that a decent way to think about

Mike Achary: Yeah. That's a that's a very plausible path. And, you know, again, we're we're thrilled about our ability to restart organic loan growth. We have a very well thought through organic growth plan that we're executing on right now. We've talked a lot about our earnings efficiency being extremely high right now or high. And the only thing missing had been, you know, organic loan growth. And so you know, we're we're thrilled with where we are, and we're very anxious to continue to improve our earnings efficiency and overall profitability going forward. And that really is the focus of what we're trying to do.

Stephen Scouten: Yeah. I think that's fantastic. And then as it pertains to the plans you guys have laid out for hiring, I think it was, what, another 14 people, give or take. Slated for the rest of 2025. With the uptick in M and A kind of in and around your markets, would there be potential, you know, upside to those numbers if you could be more opportunistic given M and A in your markets? Or do you kind of want to manage the expense build and personnel build you know, throughout the rest of the year? How should we think about the potential for upsizing to that?

John Hairston: Yeah. Good question, Steven. This is John. I think our appetite for good talent that is seasoned, knows the market, knows the type of clients that we would like to add, We really don't have a ceiling in how many bankers we would add over a given term. We've set the goal at 30 to be communicated externally just to help investors understand our degree of interest in growing loans, not just this year, but have, that growth pattern flywheel up over the next several years. And get back to that 85 to maybe, higher eighties loan to deposit ratio, which is really our sweetest spot in terms of, earnings capability.

So the 30 number was essentially a 10% compounded annual number, and we would anticipate being at about 10% next year as well. Now certainly, if opportunities came up for that number to be higher, we would gladly take it. You know, our, our rate of people that don't know, survive over the long term once added is actually quite low, primarily because we try to screen very well and have potential bankers meet with people, both in, the line of business and in credit to assure that their appetite for clients matches up with us, so their potential for success is very high.

So the to the I'm sure there is a maximum somewhere where Mike will get nervous about expense. But so far, know, my attitude is, we would gladly take on that problem and be happy to explain that to investors. Because we have more offensive players on the field.

Mike Achary: Well, there's no max to the revenue. Right? So There's no max. That's right. That's the question is you know, when we should we expect the compensating revenue? And so far, know, the expectation for this year was about 15% of our total loan growth be coming from new hires, and I think we're on track to hit that. And in fact, the business bankers, we've added are probably going to exceed that. For the year, but that's really too early to call. I wouldn't wanna commit to it just yet.

Stephen Scouten: Got it. That's really great color, and congrats on a great quarter.

John Hairston: Thank you very much, Steven.

Operator: Our next question comes from the line of Christopher Marinac with Janney Montgomery Scott.

Christopher Marinac: Thanks. Good afternoon. John, it seems that history is repeating itself with some new entrants coming to Texas. I was curious on, you know, your thoughts about opportunities that could create for Hancock Whitney Corporation in the future quarters ahead.

John Hairston: I'll start, and Mike can add color if he likes. I mean, disruption is usually good for us. Think we're viewed as a safe haven for people who, for whatever reason, like to maybe raise their hand where otherwise they might not have. But I mean, that disruption happens, you know, all around the footprint. We really never know how to size it, but certainly, the, the phone lines and email inboxes are open. To, to inbound calls, and there's no secret across our footprint that we are indeed looking for good talent. And, that we are a great place for people to land, who wanna build a book, rapidly with great partnership with their credit folks across the line.

So, know, thanks for asking the question. It gives me a chance for a free commercial, but we're we're definitely hiring really in every place mean, you saw from page I think it's page seven. Is that right, Catherine, in the in the deck? You know, you see the green markets. That's where we actually have open roles that we're actively searching for now. So not every market is highlighted right there primarily because of some of those markets we added people in last year. And so, we didn't, you know, make the circles bigger or smaller to denote how many people. In those different areas. But, but it does show that we're not piling everybody into one market.

Although, I would I would allow that the largest concentration of people are in markets that we consider higher growth, for obvious benefit. But, it would not surprise me to see most of the called out markets in that, sheet populated with new hires by the time we get to the end of next And note this is a net document, not an absolute document.

Christopher Marinac: Good, John. Thanks for that. And then just a follow-up for Chris. Chris, are you seeing opportunities for some of the nondepository borrowers who are not banks but, you know, looking for credit from your spot as a company. Is that an opportunity in the commercial book?

Chris Ziluca: I mean, do definitely see that as potential opportunities for us, but it's not something that we're specifically targeting. Could those loans have a depository element to them? Over time? Yeah. I mean, they can. I mean, obviously, as they kind of you know, grow and kinda rehabilitate out of just being, you know, part of that non depository lending environment. Environment. To know, a traditional banking environment. You know, I know that I've I've seen that before. Know, the hit rate's always a little bit lower than you hope. But, but it certainly is an opportunity know, for us. And we certainly hope that some of them spin off into opportunities for direct relationships.

John Hairston: Yeah, Chris. This is John. That's the only thing I'd add here. It's not that we're necessarily averse to it, but think I would I would use the word opportunistic, just like Mike did earlier that if it makes a lot of sense for us and the client, then we certainly would explore it. But we're not designated a, a group of new hires target that. That's something we would rather have a longer relationship and understand the client before we jumped in too far.

Christopher Marinac: Got it. Thank you all for taking my questions. We appreciate it.

John Hairston: Thank you. Thank you for hanging in there on a busy day.

Operator: I will turn the call back over to John Hairston for closing remarks.

John Hairston: Thanks, Kate, for moderating the call. Thanks to everyone your attention and interest. We look forward to seeing you on the road over the next quarter.

Operator: Ladies and gentlemen, that concludes today's call. Thank you all for joining. You may now disconnect.

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Citigroup (C) Q2 2025 Earnings Call Transcript

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DATE

  • Tuesday, July 15, 2025 at 11 a.m. ET

CALL PARTICIPANTS

  • Chief Executive Officer — Jane Fraser
  • Chief Financial Officer — Mark Mason
  • Head of Investor Relations — Jennifer Landis

Need a quote from one of our analysts? Email [email protected]

TAKEAWAYS

  • Net Income: $4 billion, with earnings per share of $1.96 and a return on tangible common equity (ROTCE) of 8.7% for Q2 2025.
  • Total Revenues: $21.7 billion, up 8%, driven by broad growth, with record revenues in three of five businesses for Q2 2025.
  • Operating Leverage: Positive at both the firmwide and business level for another quarter.
  • Services Segment Performance: 23.3% ROTCE and 8% revenue growth for Q2 2025, supported by increases in both loans and deposits, as well as significant gains in cross-border activity and U.S. dollar clearing.
  • Markets Revenues: Increased 16% in Q2 2025, marking the strongest second quarter since 2020, with fixed income up 20% and equities up 6% (over 35% excluding the prior Visa exchange impact); record prime balances rose approximately 27%.
  • Banking Revenues: Rose 18% year-over-year, with M&A up 52% and equity capital markets up 25%, while debt capital markets declined 12% in Q2 2025; The firm advised on landmark transactions, including Boeing’s $11 billion asset sale and Nippon Steel’s $15 billion U.S. Steel acquisition during Q2 2025.
  • Wealth Management Revenues: Revenues in Wealth Management were up 20% year-over-year, while noninterest revenues rose 17% in Q2 2025; Pretax margin stood at 29%, with client investment assets growing 17% and end-of-period client balances up 9% in Q2 2025.
  • US Personal Banking (USPB): Revenues rose 6% in Q2 2025, driven by an 11% increase in branded cards revenue and 16% growth in retail banking, partially offset by a 5% decline in retail services; ROTCE was 11.1% for Q2 2025.
  • Expenses: $13.6 billion for Q2 2025, up 2%, with increases in compensation and benefits (including severance) offset by lower tax and insurance costs and the absence of previous penalties; Firmwide year-to-date 2025 expenses were down 1%.
  • Cost of Credit: $2.9 billion, primarily net credit losses in U.S. card, with a firm-wide $600 million ACL build mainly driven by Russia transfer risk and corporate portfolio changes for Q2 2025.
  • Card Portfolio Reserves: 8% reserve-to-funded-loan ratio in the card portfolio as of the end of the most recent quarter; 85% of the card portfolio had FICO scores of 660 or higher as of Q2 2025; Card credit trends improved sequentially in Q2 2025.
  • Deposit Base & Loans: $1.4 trillion deposit base, up 3%, and a $2.6 trillion total balance sheet, up 2% for Q2 2025; End-of-period loans rose 3% in Q2 2025, led by markets and USBB.
  • CET1 Ratio: 13.5%, which is 140 basis points above the 12.1% regulatory requirement for Q2 2025; expected requirement to decrease to 11.6% following SCB reduction.
  • Capital Return: Over $3 billion was returned to shareholders in Q2 2025, including $2 billion in share repurchases; $3.75 billion in year-to-date repurchases, with at least $4 billion planned for Q3 2025 as part of a $20 billion program; The quarterly dividend will rise to $0.60 per share in Q3 2025.
  • 2025 Guidance: Full-year 2025 revenue is expected at the high end, around $84 billion; Net interest income excluding markets is expected to be up close to 4% for full year 2025; Expenses are guided to approximately $53.4 billion for full year 2025, with costs expected to track revenue if above target.
  • Credit Loss Outlook: Branded Card net credit losses are guided to 3.5%-4% for full year 2025; Retail services net credit losses are expected to be 5.75%-6.25% for the full year 2025.
  • Transformation Program: Significant investments ongoing with most programs at or near target state; transformation expenses expected to decrease in 2026 and beyond.
  • Banamex/Legacy Franchise: Banamex IPO preparation remains on track for year-end 2025 but may extend into 2026; The consumer segment in Banamex posted double-digit growth, with a focus on business performance improvement, as stated during the Q2 2025 earnings call.
  • Digital Assets and Innovation: Citi Token Services was operational in four key markets as of Q2 2025; processed billions in transactions; ongoing investments in trading infrastructure and partnerships for alternative investments; new proprietary card, Citi Strata Elite, launching later in the quarter.

SUMMARY

Citigroup (NYSE:C) management emphasized continued progress toward structural transformation, citing a 10%-11% ROTCE target for next year and describing it as a "waypoint." Capital optimization remains a focus, with strategic commentary on regulatory developments that may enable greater flexibility for buybacks and adjustment of the management buffer, as discussed in the context of Q2 2025. Executives highlighted the rising importance of digital asset offerings and the multi-year impact of efficiency actions -- including stranded cost reductions now down to about $1.2 billion as of Q2 2025 -- while emphasizing the firm’s ability to achieve further productivity through technological advancements such as AI. Segment-level deployment of risk-weighted assets was described as both disciplined and dynamic, reallocating to high-margin areas such as financing and Prime Services, and drawing capital from low-return segments.

  • Mason confirmed total reserves at $23.7 billion and explained that the $600 million ACL build was "largely associated with having to establish the reserve for the unremittable dividends that we have" and with increases in corporate portfolio exposure for Q2 2025.
  • Citi Token Services enables clients to move from physical fiat to digital and back without incurring transaction costs, allowing for instant cross-border payments.
  • Explicit management commentary clarified that Banamex IPO timing will remain market- and regulatory-dependent, with ongoing improvements in business performance noted, but no formal new timetable provided as of Q2 2025.
  • CFO Mason stated that expected Q3 2025 share repurchases will be "at least $4 billion," while noting that buyback plans will not feature "precise guidance" going forward as regulatory changes are finalized.

INDUSTRY GLOSSARY

  • ROTCE: Return on Tangible Common Equity; a measure of profitability excluding intangible assets and goodwill, representing core shareholder return.
  • ACL: Allowance for Credit Losses; reserves held against possible future loan and credit losses.
  • SCB: Stress Capital Buffer; regulatory capital requirement imposed following Federal Reserve stress tests.
  • TTS: Treasury and Trade Solutions; business segment offering integrated cash management and trade finance services.
  • Citi Token Services: Citi's proprietary digital asset platform for secure, real-time payments and settlement transactions.
  • Banamex: Citi's legacy consumer and commercial bank operation in Mexico, currently in the process of divestiture via IPO.

Full Conference Call Transcript

Jennifer Landis: Described in our earnings materials as well as in our SEC filing. And with that, I'll turn it over to Jane. Thank you, Jen. And a very good morning to everyone. This morning, we reported another very good quarter, with net income of $4 billion and earnings per share of $1.96, with an ROTCE of 8.7%. Revenues were up 8% and three of our five businesses had record second-quarter revenues. We, again, had positive operating leverage at each business and the group level. We continue to demonstrate that our strong performance is sustainable through different environments. In April, I'd said that we were ready to lean in despite the lack of clarity of the moment. And indeed, we have.

We are executing our strategy with discipline and intensity. We're improving the performance and returns of each of our businesses whilst advancing their strategic positions and share. And we are making significant progress on our transformation. Turning to our five businesses, Services continues to show why this high-returning business with 23% ROTCE for the quarter is our crown jewel. Revenue is up 8% with robust growth in both loans and deposits. Underlying fee drivers such as cross-border activity and US dollar clearing grew nicely and we grew our AUCA to over $28 trillion. Markets revenues were up 16%, the best second quarter since 2020.

In fixed income, the flows we saw in rates and current were particularly strong, backed by client momentum, including hedging activity as well as improved monetization. Equities had the best second quarter ever, as our prime balances hit a record. With sentiment improving significantly as the quarter progressed, Banking revenues were up 18%. We continue to be at the center of some of the most significant transactions including serving as the exclusive adviser to Boeing on the $11 billion sale of Jefferson and as lead adviser to Nippon Steel on their $15 billion acquisition of US Steel. Halfway through the year, we have been involved in seven of the top ten investment banking fee events.

In addition to the sustained momentum in M&A, we continue to take share in leverage finance and responses, a priority area. We also took share in equity capital markets with convertibles fueling a strong quarter. Wealth delivered a pretax margin of 29%. As revenues were up 20% with each line of business growing significant and noninterest revenue up 17%. Whilst we have had 9% organic growth over the last year in net new investment assets, we did see inflows slow this quarter as clients were cautious amid macro uncertainty. We are confident we will see a pickup here as markets have recovered.

In US PB, we grew revenues by 6% as we continue to focus on product innovation, digital capabilities, and the customer experience. We saw significant growth in branded cards, whilst retail services was pressured by lower sales activity at our partners. And we continue to feel good about the quality and the mix of our portfolio as well as our healthy level of reserves. And retail banking had a very good quarter, underpinned by improving deposit spreads. During the quarter, we returned over $3 billion in capital to our common shareholders, which includes $2 billion in share repurchases. On a year-to-date basis, we repurchased $3.75 billion of shares as part of our $20 billion repurchase plan.

Ended the quarter at a common equity tier one capital ratio of 13.5, a hundred and forty bps above our current regulatory requirement. We were pleased with the results of our recent stress test. We are well-positioned to continue to increase the return of capital to our shareholders. We as well as an increased dividend of $0.60 per share beginning in the third quarter. The results of the recent stress test also show how we have derisked the company by implementing a more focused business model, which includes divesting our international consumer businesses with Poland our last remaining sale expected to close next year. I am particularly pleased that the momentum across our franchise includes the transformation as well.

Investments we have made are improving our risk and control environment. Many of our programs are at or near target state, and we are making good progress in the remaining areas. We continue to focus on streamlining processes and platforms and driving automation to reduce manual touch points. Also increasingly deploying AI tools to support these efforts in areas such as data quality, and we remain on track with our data plan. And as all of this work progresses, we are confident that our transformation expenses will start to decrease next year. But transformation is hardly the only recipient of investment. We continue to make investments that enhance the competitiveness of our businesses.

For example, we aim to deliver the benefits of advancements in stablecoin and digital assets to our clients in a safe and sound manner by modernizing our own infrastructure and improving efficiency, transparency, and interoperability for our clients. As a leading global bank in the space, we are laser-focused on innovations which enable clients to access real-time, 24/7 payments clearing, and settlement across borders and across currencies. Citi token services, our leading digital asset solution, is now live in four major markets with more to come and has processed billions of dollars of transactions since its launch. In markets, investments in our trading platforms have allowed us to handle record volumes with ease.

In wealth, our partnership with iCapital will provide an end-to-end solution for alternative investment offerings. As you saw with the American Airlines extension and the refreshed Costco Anywhere Visa card, we're investing in our cards portfolio to deliver more value for our cardholders. And later this quarter, we will introduce a new proprietary premium credit card, Citi Strata Elite, to our rewards family of products to expand our offering for affluent customers. In terms of investing in talent, our momentum and value proposition continue to attract great leaders to the firm. As you've seen recently in banking and wealth. Just as importantly, we are giving our talent the tools and the resources to compete and to win.

Now let's turn to the environment. Well, it's proven to be more resilient than most of us anticipated. But we are dropping our guard as we begin the second half of the year. We expect to see goods prices to start picking up over the summer, as tariffs take effect, and we have seen pauses in capex and hiring amongst our client base. All of that said, the strength of the U.S. economy driven by the American entrepreneur and a healthy consumer has certainly been exceeding expectations of late. As I've been speaking to CEO, I've yet again been impressed by the adaptability of our private sector aided by the depth and breadth of the American capital market.

I believe our results over the past year will help you see why we have been so confident our trajectory. Our people have been performing with excellence in an unpredictable macro environment. And I am so proud of them. The need for what we can uniquely provide for clients remains in very high demand and we will continue to deliver for them through our OneCity approach through the second half of the year and beyond. Our wealth business is now starting to truly benefit not only our retail bank, but our global network. By aligning client coverage, and deploying credit more strategically, we're deepening relationships with asset managers and private market clients across services, markets, banking, and wealth.

Importantly, we are gaining share of mind, as well as share of wallet. We will remain relentlessly focused on execution. As I've said, next year's 10% to 11% ROTCE target is a waypoint. It's not a destination. The actions we have taken have set up Citi to succeed long term. Drive returns above that level and continue to create value for shareholders. With that, I will turn it over to Mark and then we will be happy to take your questions.

Mark Mason: Thanks, Jane, and good morning, everyone. I'm going to start with the firm-wide financial results, focusing on year-over-year comparisons unless I indicate otherwise. And then review the performance of our businesses in greater detail. On slide six, we show financial results for the full firm. This quarter, we reported net income of $4 billion, EPS of $1.96, and an ROTCE of 8.7% on $21.7 billion of revenue generating positive operating leverage for the firm and each of our five businesses. Total revenues were up 8% driven by growth in each of our businesses, partially offset by a decline in all of it.

Net interest income excluding markets you can see on the bottom left side of the slide, was up 7% driven by services, USPB, and wealth, partially offset by a decline in corporate other. Noninterest revenues excluding markets, were up 1% as better results in banking and wealth were offset by declines in legacy franchises and USBB. And total markets revenues were up 16%. Expenses of $13.6 billion were up 2%. Cost of credit was $2.9 billion primarily consisting of net credit losses in US card, as well as a firm-wide net ACL build driven by services, banking, and legacy franchise.

Looking at the firm on a year-to-date basis, total revenues were up 5% driven by growth in each of our five businesses partially offset by a decline in all other. And expenses were down 1%. As we generated positive operating leverage for the firm and each of our five businesses and reported an ROTCE of 8.9%. On slide seven, we show the expense trend over the past five quarters. The expense increase this quarter was driven by higher compensation and benefits, largely offset by lower tax and deposit insurance costs, as well as the absence of civil money penalties in the prior year.

The increase in compensation and benefits was driven by higher severance primarily related to the realignment of our technology workforce. Volume and other revenue-related expenses, and investments in transformation and technology. With productivity and stranded costs partially offsetting continued growth in the business. As we've said in the past, we are very focused on bringing down our expense base through reduction of stranded costs and productivity savings. Both of which allow us to self-fund our additional investments in transformation technology, and the businesses. On slide eight, we show key consumer and corporate credit metrics. At the end of the quarter, we had $23.7 billion in total reserves, with a reserve-to-funded-loan ratio of 2.7%.

Approximately 85% of our Card Port portfolio is to consumers with FICO scores of 660 or higher, and our reserve-to-funded-loan ratio in the card portfolio was 8%. And it's worth noting that we're seeing an improvement in our card credit trend. Looking at the right-hand side of the slide, you can see that approximately 80% of our corporate exposure is investment grade, including international exposure of which approximately 90% is either investment grade or exposure to multinationals and their subsidiaries. And on the bottom right side of the slide, you can see that our corporate nonaccrual loans increased in the quarter resulting from idiosyncratic downgrade but remain low.

We feel good about the high-quality nature of our portfolio which reflect our risk appetite framework and our focus on using the balance sheet in the context of the overall client relation. Turning to capital and balance sheet on slide nine, where I will speak to sequential variance. Our $2.6 trillion balance sheet increased 2% with growth in cash and loans partially offset by lower trading-related assets. End of period loans increased 3% primarily driven by markets and USBB. Our $1.4 trillion deposit base remains well diversified and increased 3% driven by services. We reported a 115% average LCR and maintained over $1 trillion of available liquidity resource.

We ended the quarter with a preliminary 13.5% CET1 capital ratio which incorporates a 100 basis point management buffer and is 140 basis points above our current regulatory capital requirement of 12.1%. As we announced earlier this month, under the current stress capital buffer framework for the standardized approach, we would expect our regulatory capital requirement to decrease from 12.1% to 11.6% which incorporates the expected reduction in our SCB from 4.1% to 3.6%. That being said, we await the finalization of the Federal Reserve's proposed rulemaking to reduce variability in the SDP which includes averaging results from the previous two consecutive years and modifying the annual effective date from October first to January first.

If the averaging were to be implemented as the proposal is written, we expect our STB to be 3.8%. And as a reminder, we announced an increase to our quarterly common dividend to $0.60 per share following the SCB results effective in the third quarter. Overall, we were pleased to see the improvement in our DFAS results. And the corresponding reduction in our SCB for the second consecutive year. Even with these reductions, we remain very focused on efficient utilization of both standardized and advanced RWS. Turning to the businesses. On slide ten, we show the results for service in the second quarter. Revenues were up 8% driven by growth across both TTS and security services.

NII increased 13% driven by an increase in average deposit and loan balances, as well as higher deposits spreads, partially offset by lower loan spread. NIR was down 1% as continued growth in fees was more than offset by higher lending revenue share. We continue to see strong activity and engagement with corporate clients and momentum across most underlying key drivers, including cross-border transaction, assets under custody and administration, and US dollar clearing. With total fee revenue up 6% which we've included on the bottom left side of the slide. Expenses declined 2% driven by the absence of tax and legal-related expenses in the prior year largely offset by higher compensation and benefits, including severance, as well as technology costs.

We continue to make investments in our platform and products to win new clients and deepen with existing clients. Foster credit was $353 million driven by a net ACL build of $333 million primarily related to transfer risk associated with our clients' activities in Russia. Average loans increased 15% driven by continued demand for trade loans globally, as our clients expand their operations and suppliers. Average deposits increased 7% with growth across both international and North America largely driven by an increase in operating deposit Services generated positive operating leverage for the fourth consecutive quarter and delivered net income of $1.4 billion with an ROTCE of 23.3% in the quarter and 24.7% year to date.

Turning to markets on slide eleven. Revenues were up 16% driven by growth across both fixed income and equity. Fixed income revenues increased 20% with rates in currencies up 27% reflecting increased client activity and monetization across both corporates and financial institutions. Spread products and other fixed income was up 3%, driven by higher financing activity and loan growth partially offset by lower credit trading.

Equities revenues were up 6% Excluding the impact of the Visa b Exchange offer in the prior year, equities revenues were up over 35% with solid growth across all products driven by momentum in Prime Services, with record balances up approximately 27% as well as higher client activity and volumes in cash equity and strong monetization of market activity and derivative. Expenses increased 6% largely driven by higher volume and other revenue-related expense Foster credit was $108 million driven by a net ACL build of $100 million due to changes in portfolio composition, including exposure growth. Average loans increased 14% driven by financing activity and spread product.

Markets generated positive operating leverage for the fifth consecutive quarter and delivered net income of $1.7 billion with an ROTCE of 13.8% in the quarter and 14% year to date. Turning to banking on Slide twelve. Revenues were up 18% driven by growth in corporate lending and investment banking, partially offset by the impact of mark to market on loan hedge Investment banking fees increased 13% with growth in m and a and ECM partially offset by a decline in DCM. M and A was up 52% with gains across a multitude of sectors, and with financial sponsors. ECM was up 25% with strength in convertibles and IPOs, as markets stabilized late in the quarter.

And while DCM was down 12%, as our investment grade volumes decreased versus very strong performance in the prior year, we continue to gain share and leverage finance. Corporate lending revenues, excluding mark to market on loan hedges, increased 31% primarily driven by the impact of higher lending revenue share. Expenses were up 1% as higher volume and other revenue-related expenses and continued business were primarily offset by benefit of our prior actions to rightsize the workforce and expense base. Cost of credit was $173 million, which included a net ACL build of $157 million primarily driven by changes in portfolio composition, including sequential growth in lending.

Banking generated positive operating leverage for the sixth consecutive quarter, and delivered net income of $463 million with an ROTCE of 9% in the quarter and 9.8% year to date. Turning to wealth on slide thirteen, revenues were up 20% with growth across Citi Gold, the private bank, and Wealth and Work. NII, which you can see on the bottom left side of the slide, increased 22% driven by higher deposit spread partially offset by lower mortgage spread and lower deposit balances. NIR increased 17% driven by $80 million gain on the sale of our alternatives fund platform to iCapital as well as higher investment fee revenue as we grew client investment assets by 17%.

Expenses were up 1% as higher volume and other revenue-related expenses episodic items and severance were primarily offset by benefits from continued actions to rightsize the expense base and lower deposit insurance costs. End of period client balances continued to grow up 9%. Average loans declined 1% as we continue to be strategic in deploying the balance sheet to support growth in client investment assets. Average deposits declined 3% driven by taxes and other operating to higher yielding investments on our platform, partially offset by client transfers from USPB reflecting our ability to support clients as their wealth and investment needs evolve.

Wealth had a pre-tax margin of 29% generated positive operating leverage for the fifth consecutive quarter, and delivered net income of $494 million with an ROTCE of 16.1% in the quarter and 12.8% year to date. Turning to US Personal Banking on slide fourteen. Revenues were up 6% driven by growth in branded cards and retail bank, partially offset by a decline in retail service. Branded cards revenues increased 11% driven by net interest margin expansion and growth in interest-earning balances, which were up 7%. We continue to see growth in spend volume, which was up 4%. Retail banking revenues increased 16% driven by the impact of higher deposit spread.

And retail services revenues declined 5% largely driven by higher partner payments due to lower net credit loss. Expenses were up 1% Cost of credit was $1.9 billion, driven by net credit losses in card. Average deposits declined 3% as net new deposits were more than offset by client transfers to wealth that I mentioned earlier. USPB generated positive operating leverage for the eleventh consecutive quarter and delivered net income of $649 million with an ROTCE of 11.1% in the quarter and 12% year to date. Turning to slide fifteen, where we show results for all other on a managed basis. Which includes corporate other and legacy franchises. And excludes divestiture-related item.

Revenues declined 14% with declines across both corporate other and legacy franchise. The decline in corporate other was driven by lower NII resulting from actions that we've taken over the past few quarters to reduce the asset sensitivity of the firm in a declining rate environment. Legacy franchises was driven by the impact of the Mexican peso depreciation expiration of TSAs in our closed exit market and continued reduction from our wind down markets largely offset by underlying growth in Banamax. Expenses increased 8% with growth in corporate other, which included higher severance. Largely offset by lower expenses in legacy franchise.

And cost of credit was $374 million largely consisting of net credit losses of $256 million driven by consumer loans in Banamec. Turning to the full year 2025 outlook on slide sixteen. Given the strong performance in the first half of the year, we now expect to be at the higher end of our full year revenue range. Around $84 billion with net interest income excluding markets up closer to 4%. As it relates to expenses, as a reminder, both the level of revenue and the mix of revenue inform and impact our expense base which we expect to be around $53.4 billion this year.

However, if revenues were to come in above $84 billion, we would expect expenses to come in higher as well, commensurate with the increase in revenue. And as a reminder, currency fluctuations may impact both revenue and expenses in the balance of the year but tend to be roughly neutral to earnings. In terms of credit, given the improvement that we've seen in both delinquent and net credit loss rates, in both cards portfolios we expect net credit losses to be within the range of 3.5% to 4% for Branded Card, and 5.75% to 6.25% retail service And the ACL will continue to be a function of the macroeconomic environment and business volume. Now turning to capital.

We remain committed to repurchasing shares each quarter under our $20 billion share repurchase program and expect to buy back at least $4 billion this quarter. That said, going forward, you should not expect a to provide precise buyback guidance As we take a step back, the performance in the quarter and so far this year represents significant progress towards our goal of improved firm-wide and business performance. We are proud of what we've accomplished, and we are well on our way to delivering the full power of our franchise. We remain steadfast and focused on executing on our transformation, achieving our ROTCE target of 10% to 11% next year and further improving returns over time.

And with that, Dane and I would be happy to take your questions. At this time, we'll open the floor for questions.

Operator: If you'd like to ask a question, please press star five on your telephone keypad. You may remove yourself at any time by pressing star five again. Please note, you'll be allowed one question and one follow-up question. Again, that is star five to ask a question. And we'll pause for just a moment. Okay. Our first question will come from Jim Mitchell with Seaport Global Security. Your line is now open. Please go ahead.

Jim Mitchell: Oh, hey. Hey. Good morning, Jane and Mark. So, Jane, you've Good morning. You've good morning. You've talked about next year's 10%, 11% ROTCE target as a waypoint. You've said that a few times now. So I know you're not gonna give any hard targets for 2027, but can you give us a sense of what you think the long-term return profile could look like roughly and what you see as the key drivers to higher returns beyond 2026?

Jane Fraser: Yeah. I would be delighted to do so. And you're right. I'm not gonna be giving a target at this juncture. I feel very confident about our path forward. I think you can see this quarter. The firm is firing on all cylinders. We have the confidence of the right strategy, We're uniquely positioned to support our cross-border clients. And I Mark and I both feel very pleased about how it all coming together both within and across the five businesses. Got this simpler yet diversified business model in a strong financial position, feel very good about the leadership team. And we've got those hard and strategic decisions behind us so we can be on the front foot.

So I feel confident, first of all, about the target for next year. But as I've said, the 10% to 11% target, it's this waypoint. It's not the destination. And we're managing the firm for the longer term with a good trajectory. And there are three drivers of higher long-term returns. Revenues, expenses, and capital. Mark, I'll take revenues. I'll hand to you on the expense and capital from So on the revenue growth, you know, you've seen us grow very steadily over the past few years in a, let's call them, a variety of different macro environments. This quarter is a strong continuation of that. As I'm looking forward, banking

Mark Mason: We've talked about continued share growth

Jane Fraser: We're very pleased with the M&A front. The pipeline's excellent. And the linkage between banking and markets there is particularly pleasing. With services, we'll we will just growing with new clients and with existing clients. We pointed to a very strong new client wins this quarter A lot of new suppliers we've been bringing on but also the new product innovations. I'm sure we'll talk about digital assets at some point on this call. So I feel very good about, the crown jewel continuing to deliver. In wealth, we've got great investments runway and just huge upside. You can tell the excitement from Andy and the team.

From our existing clients, the famous five trillion as well as the opportunity with the new wealth creators It's we're very much that private bank for the progress makers in the world. In markets, great quarter. But equities, I think the piece I like here is that we've now got that second leg to the strength that we have in derivatives, which is in prime. That platform is scaled. We're continuing to invest in it. It's got very high return marginal return that comes with the growth. So expect to see us continue there. Volatility is going to, I suspect, be a feature, not a bug. Of the new world order, and we will benefit from that.

Jim Mitchell: And, again, in markets the private market space has capital market evolves is an area our financing business is very well positioned. Again, strong connectivity with banking here. For us to continue to grow, take share, and help participating, not to mention FX options. And then finally, US personal banking. We've got a wonderful relationship with American Airlines We've got a very exciting, net 26 lined up You've seen us with new product innovations this year. With the Strata Elite coming out later on in the quarter. Retail banking, again, really hitting its stride now and feeding both well but also the broader NAM franchise. I feel good on the revenue side. But, Mark, let me pass to you. Yeah. So

Mark Mason: key point, obviously, revenue momentum. Another key point is continued expense discipline. And I think you've seen that through the first half and obviously the targets we've set for 2025. But that continues in 2026 and beyond. The drivers there are likely to be you know, continued reduction in severance. We talked about 2025 having a sizable severance estimate in our forecast. The transformation expenses, which are going up in 25, will trend down over time.

Jim Mitchell: The stranded costs, which have been coming down, we brought cost stranded

Mark Mason: cost down by about $3 billion. There's still about $1.2 billion left. That'll trend down over the next couple of years, and then continued productivity some of which will be enabled by AI that Jane mentioned earlier. So those are a number of the drivers that we think will

Jim Mitchell: contribute to the continued expense discipline. And I used discipline intentionally because in order to capture that revenue momentum that we've seen in the first half and that Jane outlined

Mark Mason: drivers of the forward look it's going to require continued investment. And so part of our responsibility is going to be driving efficiencies while making investments that allow for us to play for the longer term returns and better serve our clients. So revenue momentum, expense discipline, and then finally capital.

Jim Mitchell: And continuing to be efficient about how we use our risk-weighted assets and capital in you heard me mention earlier us increasing our buybacks to $4 billion at least $4 billion in the quarter.

Mark Mason: And we'll continue to be good stewards of our capital as we manage through 26 and beyond.

Jim Mitchell: Okay. Well, that's a very fulsome response. I appreciate it. You didn't have another question, Jim, did you? Well, I did have one little follow-up on the revenue forecast for this year, the guidance. I appreciate going to the higher end. But I guess if I look at first half, $43.3 billion to get to $84, you're dropping $2.5 billion in the back half. I think last year, you kinda fell half that. So is there something we should be thinking about? Is it just being cautious? There is seasonality. I know in markets, just trying to think through why the big step bet down in the second half given the momentum. Sure.

I'll I'll I'll keep it I'll keep it brief. Look, I think the we did have a very

Mark Mason: strong first half. There was obviously a great deal of uncertainty and volatility. That we managed through and helped our clients manage through.

Jim Mitchell: The second half does seasonally tend to be softer than the first half. We're certainly estimating that as we think about the $84 billion

Mark Mason: in the high end of that range that I've that we've moved you to That would include a market's second half that is down

Jim Mitchell: generally consistent with what we've seen historically versus the first half. Obviously, if there's increased volatility and

Mark Mason: repositioning that investor clients want to take on the heels of that, We'll see how that plays out, but that's an important factor that's that's playing through in the $84. And then on the NIIX markets part, we do expect to see you know, continued loan growth and operating deposit growth you know, play through in a rate environment that you know, is probably with fewer cuts than we expected originally. But the short of it is that

Jim Mitchell: we have factored in some normal seasonality in the second half juxtaposed against the first.

Mark Mason: That's driving us to the high end of the range.

Operator: Our next question will come from Eric Njarian with UBS. Line is now open. Please go ahead.

Jane Fraser: Yes. Hi. Good morning. My first question is on capital. Mark, I appreciate that you're moving away from the quarterly, you know, buyback guide. Wondering two questions. One, is thirteen one still the right level in terms of the year-end target as we think about you know, regulatory reform and SCB relief. And, additionally, you know, you're operating in a hundred forty basis point buffer You know, as we think about, a regulatory reform construct that's supposed to reduce volatility in the capital minimum, When do you think is the right time to readdress that buffer?

Mark Mason: Sure.

Jim Mitchell: So look, in terms of the

Mark Mason: in terms of the target for the end of the year, I think it's important, as I said in the prepared remarks, to acknowledge that, one, we've seen our SCB come down in the most recent DFAS results. For now a second year in a row. With that said, there's still some uncertainty as to what the will ultimately be, the reduction will be, whether depending on whether it's an average of the last two years or not. As well as the timing for it. So whether that will be the normal or historical October first date, or whether that will move to January first. And both of those factors

Jim Mitchell: impact the answer to your question in terms of

Mark Mason: whether there's you know, whether the thirteen one is still the year-end target or whether it's some so until we get clarity on that, we are continuing down the path of returning, you know, as much capital as we originally had planned for You know, when I set that target and as we get clarity, we will adjust accordingly. But I think importantly, what you see is us pulling forward buybacks as much as we can, as early as we can while obviously being responsible about it. And taking advantage of the fact that we're still trading below book value and it makes sense to do that. So that's how I think about the thirteen one.

What I will say is regardless of the outcome of averaging or the start of the new SCB level, it does afford us more flexibility. In the way of how much how much capital you know, we have to buy back or redeploy, and we'll we'll we'll continue to kind of assess that. In terms of the management buffer, we look at that on a regular basis as I've I've told you in the past. It's an internal management buffer. It's it's sized in part with how we think about volatility in RWA and AOCI. As well as variability in the SCB.

We're pleased with the direction and tone that we're hearing from DC in terms of looking at capital in a more holistic

Jim Mitchell: And as we continue to get clarity on that, we'll continue to assess how much of a management buffer is required. In the meantime, we're still running it at the at the hundred basis points. And my second question

Jane Fraser: is I know how important it is to know, work on lifting that 2020 OCC consent order. And I'm wondering as, you know, we think about you know, some of the costs associated with transformation, You know, is there a way to size you know, when if the consent when the consent order is lifted? You know, what expenses that could be freed up to reallocate to the rest of the company. Now I know you've talked about this, you know, with investors in the past. You know, and, you know, you had to another peer that had talked about freeing up expenses as consent orders were resolved. Wondering if you could give us a little bit more clarity here.

Jim Mitchell: Well, you know, first, I'd say, as

Mark Mason: Jane said in her prepared remarks, we're pleased with the progress that we're making around the transformation work and there are a number of aspects of that are at their target state, which is a I think is a very, very positive sign I think I've said before that we've spent last year, we spent about $3 billion investing in the transformation work and that I expected that we'd have a significant meaningful increase in that spend in 2025.

We are seeing that increase but I do expect that as we go into 2026 and beyond, and as programs are completed and validated and proven to be sustainable and embedded by the regulators that we will start to see that spend come down. In 26 and beyond. And we'll also start to see some of the benefits from those investments help to reduce our underlying operating cost And the final point I'd make is that know, we're not just looking at these investment dollars

Jim Mitchell: without teasing out opportunities to

Mark Mason: extract efficiencies from them. And what I mean by that is when we talk about applying AI tools to the work that we do on a day-to-day basis, That includes the work that we have to do in executing against our transformation and remediating the consent order concerns. And so there too, our efficiencies in how we go about doing that, again, all of which will help to drive down know, cost in 26 and beyond.

Jane Fraser: I just I just reemphasize. You don't need to wait for a consent order to be lifted to bring the expense down. You get the work done, You go into sustainability. You hand the work over to regulators. And then they make a determination. So don't just think this only happens when orders are lifted.

Operator: As a reminder, Our next question will come from Ebrahim Panawala with Bank of America. Your line is now open. Please go ahead.

Jane Fraser: Hey. Good morning.

Jim Mitchell: Guess just wanted to follow-up, Mark,

Jane Fraser: on the capital question. Just talk to us as we think about appreciate what you just said, but when we think about the binding

Ebrahim Poonawala: constraint from standardized to advanced, how we should think about it, and are there actions we saw in SRT trade that three I think, executed in June. Just what are the avenues to optimize the

Jane Fraser: capital stack

Ebrahim Poonawala: in a so that advance doesn't become a binding constraint for setting Any perspective would be helpful there. Thanks.

Mark Mason: Yeah. I think the first thing I'd I'd say is that, you know, today, our standardized CET one is our binding constraint. The second thing I'd point to is that you've seen us be very disciplined over the past couple years at managing our risk-weighted assets a standardized bay standardized basis and optimizing the use of them, particularly in areas like markets, to ensure that we're getting the best return for the deployment of those risk-weighted assets.

Jim Mitchell: And that is also true

Mark Mason: for how we think about advanced as the gap between the two narrows. We're equally focused on how do we ensure that we're that we're using risk-weighted assets on both a standardized and advanced basis as efficiently as we can. And so we're we're mindful of how tight they're running, Standardized is still the binding constraint. But as we look at the businesses and the activities that we do, we're making sure that we drive for that greater efficiency you know, from those two metrics. But there are multiple reasons why there's a difference between standardized and advanced RWA. They have to do with how each framework treats certain credit portfolios.

Whether it be consumer or wholesale, You know, standardized tends to be more punitive. To the mortgage book. Advanced is more punitive to

Jim Mitchell: international wholesale exposures. And so we're mindful of those things as we

Mark Mason: as we drive towards kinda the efficient use But we're also mindful that the regulatory landscape continues to evolve. And you know, who know advanced under Basel III is supposed to be

Jim Mitchell: down a path of retirement, and we wanna be thoughtful about how we

Mark Mason: manage the two metrics so that we aren't compromising the strategy for a metric that may be temporary. Again, pleased with the tone in DC in terms of looking at things holistically and looking forward to some speedy advancement as it relates to the outcome of their reviews.

Ebrahim Poonawala: Helpful. And I guess, I think Jane alluded to this On Stablecoins, There is a lot of focus on how stable coins could be used for treasury management, global liquidity management. If we could double click on that in terms of how you're already using STOKE how you're already using these internally. And do you view disruption risk to services revenues tied to increased adoption of Stablecoins? Thank you.

Jane Fraser: Yeah. Look. It's the last it's the next evolution in the broader digitization of payments, financing, and liquidity. I view it just as we were seeing a change with fintechs a few years ago. I'm Ultimately, what we care about is what our clients want. And how do we meet that need. What our client wants is multi-asset multi-bank, cross-border, always-on solutions. Providing a safe and sound manner with as many of the complexities solved for them. That's like a compliance accounting reporting, etcetera. And that's what we do. We are the global leaders enabling clients to move money cross-border and digital asset solutions complement our existing product suite. So we're well advanced in developing our digital asset capabilities.

You've heard me talk a lot about Citi token services. And a slew of other innovations. What they what they do is they let us modernize our own business where needed, They grew they grow new revenue streams for us and also allow us to acquire new clients. So when I look at the Stablecoin side, so four main areas that we're exploring reserve management for Stablecoins, the on and off ramps from cash and coin, backwards and forwards, We are looking at the issuance of a Citi stable coin. But probably most importantly is the tokenized deposit space where we're very active. And then also providing custodial solutions for crypto assets.

So this is this is a good opportunity for us.

Ebrahim Poonawala: Our next question comes from Mike Mayo with Wells Fargo.

Operator: Line is now open. Please go ahead.

Mike Mayo: Hi. Just one specific question on the transformation calls. What were they for the second quarter? Just trying to get a run rate and where those go to.

Mark Mason: Yeah. I didn't I haven't broken them out here for the second quarter, Mike. What I will say is you know, what I said already, which was we had $3 billion last year where increasing that meaningfully in the year. And we obviously saw some of that increased play through the first and second quarter and expect to see a bit more of it in the third and fourth before trending down in twenty six.

Operator: Okay. And the stranded calls, you said,

Mark Mason: you have just $1.2 billion left of those?

Mike Mayo: Yeah. The proxy, if you look at the all other page in the bottom right-hand

Mark Mason: side, it gives you a little bit of a proxy for that. The second quarter expenses look at closed or signed markets about $100 million The wind down sale and others about $200 million. Call it $300 million a quarter that we have that we're continuing to push and drive out of the place. Is probably a little bit once the a Banamax of Mexico deal is signed, but the good proxy is about $300 million that we're still working to drive out.

Operator: Alright. And then separately, I maybe this is for Jane. I guess what I'm thinking, not the consent order, but when the amended portion of the amended consent order comes off, and I know you can't answer that directly, but what is it you're trying to show to regulators to help

Mike Mayo: help

Operator: show them that the amended portion of the consent order no longer needs to be there. I mean, when you look at the substance, the org simplification is done The exits are mostly done. The modernization, you've made progress in the two decades since stuff didn't happen. The management restructuring done to five lines of business. And you said the data plan's on track. Whereas, I guess, it wasn't necessarily on track before. So what does it take to get that amended portion taken off? Or what are you trying to show regulators?

Jane Fraser: Well, I would say that we're focused on making sure that we can close the consent orders, not just the amended portion. Amended portions is a what it says, it's a resource review plan to make sure that we've got the resources that are required to for the for the progress that we're making and for the completion of the work. And I would just take the opportunity, Mike, just to reinforce that I feel very good about the progress we've made and our trajectory. We are now at or mostly at city's target state, the majority of the programs. You can see that in the school card we laid out.

You know, it the important areas like end to end risk management life cycle. Compliance risk management. You've got the new forecasting engine for the rezo requirements. Once you're in the target state, you then have to ensure the programs run sustainably they deliver the desired reduction, that takes a bit of time before we then hand them over to the regulatory review process. And on data, you know, we're we're we're early in the remediation work on a step back we took last year, but I'm very pleased with the progress This year, we're seeing good momentum, and I'm very excited about the work we're doing enhancing the controls.

Driving a lot of your automation, and AI is definitely starting to help remediate it. So, essentially, now I want to see you know, each of the different programs in target state, delivering what they meant to be delivering, and then they would then move to their closure process. But we're we're pleased with the risk reduction. We're pleased with where we're headed. So going the right way.

Operator: Our next question will come from Betsy Graseck with Morgan Stanley. Your line is now open. Please go ahead. Thanks so much.

Betsy Graseck: Just one question. On Bantamax mark. I think you mentioned

Ken Usdin: just now when Bantamax is signed, maybe we could get an update as to where things stand there.

Jim Mitchell: And you wanna Yeah. Look. I there's nothing new to update you on.

Jane Fraser: You know, we continue to be on track with the preparation for the IPO. The team is focused on finalizing the audit financial statement related this quarter. You can imagine there's a lot of regulatory filings to be done. Our goal is to do everything in our control to be in a position to IPO by the year-end, but obviously, the timing there depends on market conditions and regulatory approvals, which could well take us into 26 as I talked about. And the other very important piece, we're focused on improving Badamex's business performance. And I'm pleased that we're capturing share We're outpacing growth in the market. The consumer businesses are growing at double digits.

So all of this is headed in a good way, but there's there's no, no nothing to update you on there. It's we're focused on what we told you we would do.

Ken Usdin: And is there a bogey with regard to, like, what a market is open means?

Betsy Graseck: With regard to yeah. Go ahead.

Jane Fraser: No. No. I mean, no different to any other IPO. So no bogey there.

Mark Mason: Obviously have a valuable asset and we wanna maximize shareholder value as we think about exiting it, but there's there's no specific bugie to it. Yep.

Jane Fraser: We'll we'll do this at the right time.

Operator: Our next question comes from John McDonald with Truist. Your line is now open. Please go ahead.

Mark Mason: Hi. Good morning. Wanted to ask about credit cards. You noticed some nice improvement in the credit quality trends in cards and then a better outlook for second half losses. Could you drill down a little bit, Mark, on what you saw in terms of delinquencies and roll rates in the second quarter and whether that improvement you're talking about is that driven by macro factors or some seasoning factors

Jim Mitchell: your portfolio?

Mark Mason: Yeah. Sure. Good morning, John. Look, I think I think when you look at the performance, you know, in the quarter, we're we're very pleased, first of all, with you PB performance in aggregate, very pleased with BrandyCar. You see good purchase or spend volume kick up there. Importantly, you're seeing good average interest earning balance growth there as well. You know, payment rates are kind of in line with that expectations as are the loss rates that you can see kinda fleshed out a little bit more on page on page twenty one of the deck. And I fact, you see those kinda loss rates kinda ticking down a little bit quarter to quarter.

And you see the ninety days past due that we show ticking down as well. What I what I'd highlight is that is largely consistent with kind of pre COVID seasonality in terms of in terms of that delinquency behavior. And so that gives us some confidence on where loss are likely to trend, all things being equal. When we look at kind of the nature of you know, the spend it's in line with kind of where we would expect. We are seeing know, continued increase in spend, but it tends to be towards the more affluent customers. And, you know, we skew towards the higher FICO score It's in essentials.

There is some in dining and inter and so a discerning, you know, consumer, I think, in good health Given the uncertainty in the current environment, we are watching things in addition

Operator: to

Mark Mason: delinquencies and NCLs. We're looking at, you know, obviously, the impact of current tariffs, the path of interest rates, consumer spending, and how that's evolving, labor markets, etcetera. But net is kinda what I alluded to earlier, which is good trends in some of these key indicators giving us confidence on the NCL guidance range.

Jim Mitchell: Okay. Thanks. And just a follow-up on expenses. Appreciate the earlier comments on the cost trends and opportunities. You look into next year, Mark, are you still thinking about that kind of sub $52.6 billion as a goal for next year? And is that also a level we should view as a as a waypoint with further opportunities?

Mark Mason: Yeah. Look. I still think of that as the target. For next year, as I've said before. I would take a step back for a second and just you know, I

Jim Mitchell: I'm focused we're focused on you know, the ten to eleven percent.

Mark Mason: And then improving our returns beyond that. Right? And the expenses are obviously a key component to that, but I highlight that because what you see in the half and in the quarter is very strong momentum on the top line,

Jim Mitchell: When Jane talked about twenty six and beyond, she talked about

Mark Mason: continued momentum on that top line and I would just highlight that we're not gonna miss an opportunity for that to be sustainable. By not investing in the franchise. Right? So as we get into 2026, you know, if there are opportunities for us to be investing to drive more sustainable growth on the top line, capture more synergies across these businesses, we're gonna be doing that. And we're doing that, by the way, in 2025 too.

And funding a lot of it out of the productivity savings that we're able to generate But you're seeing that in talent we're bringing in wealth, talent we're bringing in banking, Those investments are what has allowed for us to really drive this 8% you saw in the quarter and the 5% you see year to date. So along with the way of saying, yes, that's the target. As of today about 2026. But I'm I'm really trying to make sure we get good momentum out of our returns,

Jim Mitchell: and that, as Jane says, is something that continues to improve

Mark Mason: even as we come out of 26.

Operator: Our next question comes from Glenn Shore with Evercore ISI. Your line is now open. Please go ahead.

Jim Mitchell: Thanks. It's a good segue. A question I had on

Glenn Schorr: on the progress you made in investment banking and markets. The couple of things I heard over the last couple of quarters, but definitely today are, you know, big growth in prime broke prime broker services, investments in leverage finance, progress in converts, All that is good use of balance sheet, but they do use balance sheet. I'm cool with that. So I guess I'm more asking on the go forward basis. The

Jim Mitchell: there are there are there key hires that go along with that and client wins that we don't

Glenn Schorr: get details on? And then is there an opportunity to add good return on RWA balance sheet commitment further because, you know, I think there was some pulling back over the last couple of years as you needed to. And now I hear that being let out, and I feel like sometimes that might be don't wanna call easy, but easier to drive some share gains by letting out a little bit more rope. So I was just looking to get color on that. Thanks.

Jane Fraser: Yeah. Thanks, Glenn. Look. We believe there is very good opportunity to add you know, in a number of areas, you know, what good returning RWA and further balance sheet commitments and I won't go through the answer. I gave on the first question because I was running through a lot of different areas. Because there's a multitude of it.

Ebrahim Poonawala: But we're being

Jane Fraser: I think this has put real discipline into how we look at allocating balance sheet. All of our business heads get together and they decide collectively, for example, on the deployment of the corporate loan book and where if we're leaning in on lending, making sure we get the full share of wallet, not just hitting return target from it. And that's that's been an area that's got good discipline Prime's got a lot of upside and a lot more way to go in terms of adding the volumes onto the platform

Ebrahim Poonawala: and

Jane Fraser: capital space and the financing business, another area with high marginal returns. Some of the mortgage book, not a huge growth area for us, but another one that's got good opportunity. And then, you know, we've gotta love our proprietary card business. So, you know, there's a there's a multitude of different places that we see that we expect to be deploying capital with high returns. Whilst continuing the discipline we've got which is also taking capital away from some of the areas that have been you know, either at low returns or that are commoditizing. I'm I'm, you know, very proud of the team. They've done an excellent job on that. And we'll continue doing more of the same.

Glenn Schorr: That's great. I one more follow-up. Within services, you talked about lower loan spreads, but in general, I think everybody's got a lot more capital than they thanks to earnings and derig. And so just more of a broad question across all the businesses. What are you expecting in terms of loan yields with all this excess capital? And what are would call limited demand still.

Mark Mason: Yeah. Look. We are we are seeing continued loan growth across the portfolio. So we've seen it, as you mentioned, in services, in trade loans. And, you know, those are really on the heels of our of our clients looking at

Jim Mitchell: different trading corridors and wanting to bring on additional suppliers

Mark Mason: in preparation for what could be on the other side of trade policy. So that was good loan growth in the quarter, at, I would say, at good yields, although there is some spread compression there. The USPV card portfolio had good loan growth again with average interest earning balances that's contributing to you know, improved returns. And so, you know, feel good about that. Our markets business, particularly in spreads, we expect to see continued growth particularly in private credit and that's largely driven by asset-backed financing and a bit of commercial real estate. And so we're seeing it you know, the growth we expect to see and are seeing it kind of across many of those segments.

You know, as rates continue to as rates come down, that'll obviously, you know, impact the you know, the funding cost of those assets. But we feel good about the yields that we're we're getting on them. As you know, we are, you know, we are kinda looking at the investments that we have at corporate And as those mature, we're redeploying those into higher yielding assets, whether they be loans or, frankly, even you get a better yield on some of the investments in cash. And so those are a number of the drivers that we have in place that are contributing to you know, NIM improvement, you know, as we manage through the environment that we're in.

Operator: Our next question comes from Ken Houston with Autonomous Research. Line is now open. Please go ahead.

Mark Mason: Hi. How are you? Good afternoon. Good afternoon. First question just, Mark, you talked about the good trends on the

Jim Mitchell: on the credit losses side, and you talked about, you know, at the last conference, how a few hundred million a build, and that ended up being six hundred plus. Given that you're one of the best reserve banks already, was that just more of a catch up related to the kind of post April second? And but yeah. Because you had mentioned before that, like, cost of credit could be one of the things that, you know, could inhibit a path to ten. So I just wanna understand, like, how caught up are we now and

Mark Mason: how are you thinking about that as we look ahead? Thanks. Sure. So I look. I'd break I'd break it down in couple of ways. So one, I do feel very good about our reserve levels. You know, $23.7 billion. 2.7% percent reserve to loan ratio, we look at the cost of credit in the quarter, we're looking at $2.9 billion that we booked in the quarter total cost of credit. When you break that down, you know, the NCLs is the largest part of that, and the NCLs you know, were about $2.2 billion in the quarter. That's largely related to the cards portfolios that we have.

But those loss rates, as I mentioned, are inside of the range, which is a good thing. And then we have an ACL bill that's about $600 million. And so none of the build none of the net build in the quarter is associated with the cards or consumer portfolio. The $600 million can be broken down into two buckets.

Ebrahim Poonawala: Largely.

Mark Mason: One is the transfer risk in Russia. And so think about this as being, you know, we still have reduced operations in Russia and We still have dividends that come in that we have on behalf of our clients

Operator: we're unable to pay those dividends out

Mark Mason: given US law And as such, we have to hold a reserve

Jim Mitchell: around

Mark Mason: those dividends that we have on behalf

Operator: of our clients.

Mark Mason: So as our role as custodian. So about half of what we built in the quarter was associated with largely associated with having to establish the reserve for the unremittable dividends that we have there. The other half is tied to the corporate portfolio changes. And so there, you can see both in markets where we had an increase in loans and financing and securitization. As well as in banking where we saw a quarter over quarter increase in volume.

Jim Mitchell: As well as some idiosyncratic names

Mark Mason: you know, in both were the drivers of the other portion of the ACL build. So consumer ACL flat, build largely on the corporate side related to those two drivers. But take a step back, continue to feel very good about health of the consumer at this stage, reserve levels that we have, and about the quality of our corporate book. That we that we also have in the aggregate reserve level.

Jim Mitchell: Okay. Got it. Just second question, just in the TTS business, you know, we talked about, like, Citi sitting in the middle of all the activity a smaller line, but the fees and treasury and trade were a little softer. I'm just wondering, like, just now that we know more about things that we're seeing around the world, like, any changes to just client engagement, you know, potentially for the better or if not for the worse, and just how it feels in terms of, like, global activity that flows through that business. Thanks.

Jane Fraser: Yeah. It's we've been very proactively helping clients navigate the macro and the geopolitical uncertainty And that's what's been driving the strong growth this quarter.

Operator: It

Jane Fraser: cross-border transaction value up 9% year over year. US dollar clearing volumes up 6%. You know, the only areas that have been a little softer on that front was the commercial card just being flat year over year, and that was due to lower government spend. And a little bit of the macro uncertainty. So on the fee front, I think we're feeling pretty good about this one. And if I look at, for example, the demand for trade loans, we onboarded almost two thousand new suppliers this past quarter. We grew new wins by 24% year over year as corporate have been building up inventory to limit unforeseen disruptions.

And we've also been very active in the different digital asset innovations. I was talking about earlier. So it's been busy, and the operating deposit growth I don't wanna sniff at that either because that drove some strong deposit levels. Average deposits are up 7% year over year as clients were building up cash, fast buffers and keeping more working capital on hand. So kind of firing, as I say, on all cylinders here as well as elsewhere given the environment. Mark, anything you'd add? The only thing I'd add, Kennett, you know, I appreciate the

Mark Mason: comment in terms of or the question, I should say. But if you if you look at page ten, one of the things I try to highlight is that the non-interest revenue includes the revenue sharing that occurs. And so the total fee revenue, which we break out on the left-hand side was actually up 6%. And I know services is obviously both TTS

Operator: and security services,

Mark Mason: but I can I can tell you that up 6% includes fee momentum on the TTS side as well as security services? So you know, don't don't don't be misled by the down 1% here. Or even what's in the supplement the underlying fee growth is aligned with the strength we're seeing in those key performance indicators that Jane mentioned earlier.

Operator: Our next question comes from Christopher McGrady with KeyBret and Woods. Your line is now open. Please go ahead.

Glenn Schorr: Great. Thanks for the question.

Jim Mitchell: Just going back to the buyback comment for a minute. If I could. The at least $4 billion

Mark Mason: how would you attribute that? Is that more city specific given the momentum you're you're pressing on the call today? Or

Jim Mitchell: or really greater clarity on the regulatory environment?

Mark Mason: Well, look. I mean, I am very I feel very good about the performance that we have, you know, as a firm in the quarter in the half. You can see just how much you know, net income we generate, you know, in the quarter you know, on slide nine on the left-hand side, I feel good about the prospect for continuing to generate earnings momentum in the balance of the year and that gives us confidence around, you know, about around the buyback levels that we have both in the third quarter that I referenced, but also in the $20 billion share we in earlier in the year.

And so our performance is certainly a factor and an important factor

Jim Mitchell: and

Mark Mason: in our confidence on the buybacks. Now obviously, the direction and tone, as I've said a couple of times, on what we're hearing around a holistic view and look at capital is important for us. And important for the industry. And as I mentioned earlier, the direction that the SCB is going does give will likely afford us some flexibility But this is this is the right path for us in terms of as many buybacks or as much in buybacks as we can do you know, early in the year, given where we're trading and where we feel very good about doing that.

Jane Fraser: I second that.

Operator: Thank you.

Mark Mason: And then my follow-up, the ten to eleven return on equity for next year, presumably, that had some degree of

Jim Mitchell: deregulatory benefit in there. Is what we know today versus maybe six months ago

Mark Mason: that give you, I guess, greater confidence that

Jim Mitchell: either the level or what the timing might be sooner or better than initial expectations? Thanks. The timing for sorry? Just the level of ROE or the timing to get to the ten to eleventh? Thanks.

Mark Mason: Oh, look. I think the you've heard us talk about the ten to eleven for some time now. And that really has been rooted in what we knew then, frankly, in terms of the strength of the franchise,

Jim Mitchell: and recognizing that there was uncertainty around how capital levels

Mark Mason: you know, would evolve. And so

Jim Mitchell: I can't I'm I'm

Mark Mason: I don't think they the takeaway is that the ten to eleven is supported by

Jim Mitchell: known changes in the capital regime. I think it is

Mark Mason: like I said, more aligned with you know, where we the strength we see in the underlying franchise.

Operator: Our next question comes from Gerard Cassidy with RBC Capital Markets. Your line is now open. Please go ahead.

Jim Mitchell: Hi, Jane. Hi, Mark. Hi. Hey, Pedro. Jane, you talked about the trends and

Gerard Cassidy: n I a in wealth management, the organic growth over the last twelve months. The high single digits, there was weakness in the second quarter, Did you see toward the end of the quarter as the markets came back

Jim Mitchell: were there different flow characteristics, let's say, in the month of June versus April? And I know July is only two weeks old, but any

Vivek Juneja: color on it in the first couple of weeks?

Jane Fraser: Yeah. I we saw positive momentum in May and June as clients became more proactive, and that know, underlay the comment I made that as the markets have been recovering. In some of the initial surprise that everything that was happening, you know, clients settled down. I think that they're still being conservative. There's still a sense of let's wait and see, but we're being we'll be poised to support them when they're ready to be active.

Vivek Juneja: Very good. And, Mark, maybe you can remind us when you guys allocate your capital, the tangible common equity by segment, you break it out first, I think up to Slide twenty three. Markets is at $50.4 billion versus $54 a year ago. Can you share with us again why it was low why you guys have been able to lower that allocation?

Jim Mitchell: Yeah. Again, I this is on the heels of

Mark Mason: some very good work in markets in terms of, you know, optimizing use of risk-weighted assets and generating higher revenue for use of balance sheet, and that obviously contributed to you know, more steady, solid performance in both earnings as well as returns that we've seen. And as we look at this once a year, in terms of how we disclose it. There was certainly an opportunity there to, in light of their contribution to stress losses, to bring down what we allocated to the markets business. I would highlight that if you look across that page, I think it's page nineteen in the deck, you actually see that most of the businesses had a reduction

Operator: in

Mark Mason: allocated TCE you know, on the heels of improved performance that we saw coming out of 2024. And so that's the approach that we take. Obviously, the ideal scenario is that we are bringing down the capital requirements in aggregate at the firm level through you know, returning that to shareholders or ensuring that we're earning higher returns on it. But the businesses have been performing well, and it has shown up in their allocated TCE while supporting continued growth that they expect in 2025.

Ebrahim Poonawala: Our next

Operator: question comes from Matt O'Connor with Deutsche Bank. Line is now open. Please go ahead.

Mark Mason: Hi. Just wanted to ask on expenses back half of the year. The four-year guide implies cost coming down Obviously, you had quite high severance

Glenn Schorr: this quarter. Just wanna get a sense of what you're assuming for kind of severance the rest of the year and I think you said some of the

Jim Mitchell: kind of

Erika Najarian: transformation costs are going up. Any other, puts and takes of life?

Jim Mitchell: Yeah. I think I'd in terms of your question on stranded costs, I think I given guidance that we had roughly $600 million or so in our forecast for the full year of 2025.

Mark Mason: When I look at where we are through the second quarter We're probably you know, at $500 of that $600. So you can envision in the second half, you know, a meaningful reduction in the amount of severance that we're assuming you know, in the balance of the year. And then as you would imagine, that severance was is in place for employees that are leaving. And so we would also see the benefit from reduction in compensation associated with that start to play out in the in the back of the year as well. And then, obviously, I mentioned earlier stranded cost product productivity, those are all other drivers that contribute to the downward trend.

Obviously, revenue to the extent of this year over year revenue growth, we'd expect it to be volume and revenue-related expenses associated with that. And any transformation or other hiring that we do would be the offset. But downward trajectory, though those are the drivers that get us to the full year estimate that we've been talking about at $53.4.

Erika Najarian: Okay. That's helpful. And then just in the severance, I think it had a placeholder for a few hundred million next year. But are you kind of getting after it a little bit sooner than you thought and then might be lost or still have a placeholder for a hundred million next year as of now?

Mark Mason: Yeah. I'm not changing my guidance on next year at this point, but we feel good about the path we're on for the balance of 2025 and feel good about that ten to eleven as we go into next year and we'll deal with kind of where there's opportunity to do something different as we kinda get into next year.

Operator: Our next question will come from Steven Alexopoulos Cowen. Line is now open. Please go ahead.

Jim Mitchell: Hi, everybody. This is actually for Jane. Jane, I wanna go back to your response to Ibrahim's earlier question.

Erika Najarian: Stablecoins are a good opportunity for Citi. I don't know if you caught CNBC yesterday, but Circle CEO is a newbie to comment

Jim Mitchell: that no one sends an email across border right, implies that disabled point

Erika Najarian: companies are coming after across border.

Jim Mitchell: So the questions are,

Erika Najarian: how much of the total company's revenue is cross border?

Mark Mason: And do you have an appetite to proactively disrupt

Jim Mitchell: yourself in a way

Glenn Schorr: to get ahead of these new entrants coming into the business. Oh, I can't wait to answer this question.

Jane Fraser: So if you keep in mind right now, stablecoins about 88% of all Stablecoin transactions are used to settle crypto trades. There's only 6%, which is payments, in a traditional offering, if you are moving from cash to stablecoin and back to cash, right now, you're incurring as much as a 7% transaction cost. I mean, that's just that's prohibitive. So this is where Citi token services is so exciting because it enables the client to move from physical fiat to the digital and back again without incurring that transaction cost.

So a client can move cash across their regional and global hubs let's say, from New York to Hong Kong and the UK and back again, on us, instantaneously, 24/7, cross border. And it we also absorb all of the complexities that you'd have to do if you're working with Stablecoin and moving back to fiat, such as the accounting, the AML, you know, etcetera, etcetera. So I truly I'll ask as I mentioned, we've been already moving billions in transaction volume in this year on Citi token service

Ebrahim Poonawala: But

Jane Fraser: ours is the superior offering here. Particularly for our corporate clients. And if anything, what's holding us back at the moment is it's our clients readiness to operate in this world because we're ready. We're doing it, and we're gonna keep on innovating We're just gonna keep building these capabilities out into the payments financing, liquidity, and other spaces. So and we'll do it in a safe and sound manner because trust is also important.

Glenn Schorr: Jane, I appreciate that color.

Operator: For my follow-up, so I

Jim Mitchell: fully get the value of the token to your clients.

Erika Najarian: And I asked Jamie this question this morning on the JPMorgan call.

Jim Mitchell: But when I think about the innovators you have,

Erika Najarian: you have the last mile relationship. So you're in the pole position right now.

Jim Mitchell: But when we think about the value of, let's say, Circle payment network does you know, it over time, they need to build a network. You already have one. They need to build one. But they'll connect everybody that uses different banks

Erika Najarian: And, you know, if you got together with Bank of America and JPMorgan and others, you could very quickly create a network that could almost be impenetrable by these newer entrants. And what

Jim Mitchell: this is the perplexing thing to me. Like, what is holding the banks up today from joining together same way you did from Zelle and you'll block off these new entrants entirely. Because that to me, that's what needs to happen

Erika Najarian: for all the benefits you talked about to stay in our ecosystem. So this is one of the reasons we really welcome the administration's willingness

Jane Fraser: to allow banks to participate in the digital asset space more easily. The is where the Genius Act is also something that we're enthusiastic about. Particularly because it gives a level playing field as well. Up until now, it has been hard for us to participate. You know, in an in the level playing field as you talked about. And I go back to, I think, your point, but also the point I made earlier. What do clients want? They want multi-asset, multi-bank, cross-border, always-on solutions in payments, financing, and liquidity. We shall do that. We shall do that in a safe and sound manner.

There'll be areas we'll cooperate with other banks, but to do what I just said, we don't need another bank. We're the global leader in this. And we'll absorb all of those complexities of compliance, reporting, accounts, AML for the client. To your point, I think we have the killer app here

Operator: Our final question comes from Saul Martinez with HSBC. Your line is now open. Please go ahead.

Vivek Juneja: Hi. Thanks for squeezing me in. I just one question for me. Wanted to ask about USPP. Good momentum there. The 11% RONSI in the direction of travel.

Mark Mason: Is positive there. But it's still, you know, pretty low given the mix of businesses that you're in. Largely, you know, you know, cars, you would think that the RAVI will, you know, should be higher And, you know, can you just remind me what your goal is there? How quickly you can get there, and what's what is still an impediment to

Erika Najarian: you delivering that kind of return? Is it do you still have transfer do you have transformation cost? In there? Is the is the retail banking business a drag? What sort of a make you've under earned still in this business?

Ebrahim Poonawala: Yep.

Jane Fraser: So our goal is mid-teens then high teens on the RO target for this business. We're we are very committed to both the cards business as well as the retail bank. And I'll talk a little bit about the retail bank quickly in a minute as well. But we have a path to high returns from revenue in terms of also improving expenses, as you say, We have elevated expenses because of the transformation. And we've also got the path on capital there. So I'm feeling I feel very good about the strategy in cards. We're prime credit led card issuer. We've got a very diverse portfolio.

Sizable proprietary portfolio that we're growing, and we've got some real market of partner clients. We will continue growing our revenue by expanding and refreshing the product suite. You've just seen what we've we've announced. We've also invested a lot in the digital capabilities, incentivizing cardholders to do more. And we've had eleven quarters now. I think it is a positive operating leverage. I think you're just gonna see us you know, keep delivering about that in a in a an improved credit environment, we hope. And that's what we're seeing going forward. The other area is we're investing a lot in AI. And that is gonna deliver efficiency as well as service benefits.

I'm pretty excited about what we see there. And you know, I don't wanna forget the retail bank strategy because it is the front door to city in the states. That we, you know, while we've only got six hundred and fifty branches, our six core markets have a third of the household high net worth households in the states. It makes the retail bank a very important feeder for wealth. We have the highest deposits per branch as well. And so this is not just a low-cost funding option for us. But, I'll really positive to have seen the good growth on the retail bank there. So I think you just see a steadily moving forward towards that target.

And next year, we've got the benefit of Barclays portfolio coming on board as well. So I'm I'm nicely I think you can tell nicely confident about the path we're on, the direction of travel, and meeting those returns.

Erika Najarian: Good. That's great. Thank you very much.

Operator: There are no further questions at this time. Turn the call over to Jen Landis for closing remarks.

Jennifer Landis: Thank you everyone for joining us. Please reach out if you have any follow-up questions. Thanks, everyone. Thank you.

Ken Usdin: This concludes

Operator: the Citi second quarter 2025 earnings call. You may now disconnect.

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State Street (STT) Q2 2025 Earnings Transcript

Logo of jester cap with thought bubble.

Image source: The Motley Fool.

DATE

Tuesday, July 15, 2025 at 12 p.m. ET

CALL PARTICIPANTS

Chief Executive Officer — Ron O'Hanley

Interim Chief Financial Officer — Mark Keating

Head of Investor Relations — Elizabeth Lynn

Need a quote from one of our analysts? Email [email protected]

TAKEAWAYS

State Street Corporation(NYSE:STT)

Earnings Per Share (EPS): EPS was $2.17 in Q2 2025, up from $2.15 (GAAP) in Q2 2024, while EPS excluding notable items grew 18% to $2.53.

Total Revenue: Excluding notable items, total revenue increased 9% year-over-year; fee revenue rose 12% year-over-year.

Operating Leverage: Achieved a fourth consecutive quarter of positive fee operating leverage and a sixth consecutive quarter of positive total operating leverage, excluding notable items.

Pretax Margin and ROTCE: Pretax margin approached 30%, and return on tangible common equity was approximately 19%, both excluding notable items.

Expenses: Expenses rose 6% year-over-year, with about half attributable to higher performance and revenue-related costs, plus unfavorable currency translation; ongoing investments in technology and infrastructure accounted for the remainder.

Notable Items Impact: Recognized $138 million of notable items pre-tax, including a $100 million repositioning charge tied to the severance of roughly 900 employees and about $40 million of notable items related to a client contract rescoping.

Assets Under Custody and Administration (AUCA): AUCA reached a record $49 trillion, up 11% year-over-year due to higher period-end market levels and client flows.

Assets Under Management (AUM): AUM exceeded $5 trillion for the first time, increasing 17% year-over-year, with net inflows of $82 billion.

Servicing Fee Revenue Wins: Secured $145 million in new servicing fee revenue wins and two new State Street Alpha mandates.

To-be-Installed Servicing Fee Revenue: Backlog of $441 million in to-be-installed servicing fee revenue, the highest on record, with about half expected to install in 2025.

ETF Trading Volumes: U.S. ETFs achieved $4.6 trillion in trading volume, leading the industry in equity and commodities, and ranking among the top three in fixed income.

FX Trading and Securities Finance Revenues: FX trading revenue rose 27% and securities finance revenues increased 17% year-over-year, each excluding notable items; prime services fee revenue advanced 29% year-over-year.

Software and Processing Fees: Software and processing fees grew 19% year-over-year, with front office software and data revenue up 27% year-over-year, excluding notable items, mainly from CRD wealth client renewals.

SaaS Recurring Revenue: Annual recurring revenue from SaaS increased about 10% year-over-year to $379 million.

Net Interest Income (NII): NII was $729 million, down 1% year-over-year, mainly due to lower average short-end rates and deposit mix, but up 2% sequentially from Q1 2025.

Deposit Balances: Average deposit balances rose 7% sequentially, reflecting early-quarter macro uncertainty that subsided through May and June.

Capital Return: Returned $507 million to shareholders (comprised of $300 million of share repurchases and $217 million in dividends), with an 82% payout ratio.

CET1 Ratio and LCR: Standardized CET1 ratio at quarter-end was 10.7%, down roughly 30 basis points sequentially; State Street Bank’s LCR stood at 136%.

Dividend Increase: Announced intention to raise the quarterly common stock dividend by 11% to $0.84 per share, pending board approval in Q3 2025.

Full-Year Outlook Update: Management raised 2025 total fee revenue growth guidance to 5%-7% (from 3%-5%) and full-year expense growth guidance to 3%-4% (previously 2%-3%), both excluding notable items (non-GAAP).

Productivity Initiatives: Over the past three years, delivered more than $1 billion in expense savings, largely from productivity initiatives; on track to achieve over $1.5 billion in expense savings by year-end 2025, toward a $500 million 2025 target.

Investment in Technology and Efficiency: Continued operating model transformation prioritized, with over $150 million in year-over-year expense savings generated and approximately $250 million year-to-date toward the annual goal.

Alpha Platform Adoption: Added two new Alpha mandates totaling $380 billion AUCA and converted three Alpha installations.

SUMMARY

Management emphasized sustained growth in core fee-based businesses while maintaining expense discipline through substantial productivity initiatives. Executives highlighted that net interest income remained roughly flat compared to last year’s record in the first half of 2025, despite sector headwinds from lower global interest rates. Enhanced operating model investments—including AI and platform scaling—were identified as key drivers of further efficiency and long-term value creation.

Ron O'Hanley stated that the expanded scale and client relationships in the Alpha platform and back-office sales are essential to driving recurring fees and ancillary revenue streams.

U.S. low-cost ETF products achieved notable market share gains, supported by innovation in defined contribution offerings such as income protection embedded in target date funds.

State Street announced a strategic partnership with the University of California to pilot a “super app” for individual stakeholders, aiming to test scalable offerings for wealth democratization.

Management reiterated that capital return is prudently managed toward the high end of the 10%-11% CET1 target range, with incremental payout increases expected in H2 2025 subject to market conditions.

Executives confirmed the repositioning charge for severance of approximately 900 employees is expected to produce expense savings primarily in 2026.

FX volatility in April was a major contributor to quarterly activity spikes; subsequent deposit normalization aligns with expectations for a progressive moderation in coming months.

Management clarified that recent client contract rescoping was limited in scope and did not impact servicing fee revenue backlog or AUCA to be installed.

Tokenization of assets was described as a strategic opportunity, with anticipated acceleration as regulatory frameworks progress globally.

INDUSTRY GLOSSARY

Alpha mandate: A fully integrated front-to-back investment servicing solution leveraging State Street’s Alpha platform, encompassing data aggregation, analytics, and workflow automation for institutional clients.

CRD (Charles River Development): A subsidiary of State Street providing front and middle office investment management software solutions, integral to the Alpha platform.

Servicing fee revenue to be installed: Contracted, but not yet implemented, annual recurring fee revenue pending client onboarding for asset servicing solutions.

SaaS (Software as a Service): Cloud-based delivery model for software solutions allowing clients to access and utilize applications on a subscription basis rather than via traditional on-premises installations.

CET1 (Common Equity Tier 1): A regulatory capital measure reflecting the highest quality core capital that a bank holds in its capital structure, critical for regulatory compliance and financial stability.

Full Conference Call Transcript

Operator: Good afternoon, and welcome to State Street Corporation's second quarter 2025 earnings conference call and webcast. Today's call will be hosted by Elizabeth Lynn, Head of Investor Relations at State Street. We ask that you please hold all questions until the completion of formal remarks, at which time you will be given instructions for the question and answer session. Today's discussion is being broadcast live on State Street's website at investors.statestreet.com. This call is also being recorded for replay. State Street's conference call is copyrighted, and all rights are reserved. This call may not be recorded for rebroadcast or distribution in part or in whole without the express written authorization from State Street Corporation.

The only authorized broadcast of this call will be housed on the State Street website. Now, I would like to hand the call over to Elizabeth Lynn.

Elizabeth Lynn: Thank you, Operator. Good afternoon, and thank you all for joining us. On our call today, our CEO, Ron O'Hanley, will speak first, then Mark Keating, our Interim CFO, will take you through our second quarter 2025 earnings presentation, which is available for download on our website investors.statestreet.com. Afterward, we'll be happy to take questions. Before we get started, I'd like to remind you that today's presentation will include results presented on a basis that excludes or adjusts one or more items from GAAP. Reconciliations of these non-GAAP measures to the most directly comparable GAAP or regulatory measure are available in the appendix to our presentation. In addition, today's call will contain forward-looking statements.

Actual results may differ materially from those statements due to a variety of important factors, such as those referenced in our discussion today and in our SEC filings, including the risk factor section in our Form 10-K. Our forward-looking statements speak only as of today, and we disclaim any obligation to update them even if our view should change. With that, let me turn it over to Ron.

Ron O'Hanley: Thank you, Liz, and good afternoon, everyone. Before we begin, I want to take a moment to acknowledge the devastating floods in Texas. Our thoughts are with those who have tragically lost their lives and with the people and communities who have been affected by this event. Now turning to the second quarter, in a period characterized at times by significant financial market volatility driven by geopolitical and economic uncertainty, our strong Q2 results demonstrate the powerful and diversified nature of our franchise.

By advancing and leveraging our deep capabilities in technology and investment services, markets, and investment management, we continue to strategically position State Street as our client's essential partner and execute on our purpose to help create better outcomes for the world's investors and the people they serve. Disciplined execution of this strategic approach is delivering positive results, including accelerating financial performance and strong business momentum. For example, on a year-over-year basis, our Q2 results marked the fourth consecutive quarter of positive fee operating leverage and the sixth consecutive quarter of positive total operating leverage excluding notable items.

New business was strong, as we generated a near-record quarter for sales in investment services, surpassed $5 trillion in AUM at State Street Investment Management, and generated record FX trading volumes in Q2. This positive momentum reflects the strong strategic, operating, and technology foundation we have built over the past several years to support the long-term growth of our businesses. As we work to build on this progress, we remain focused on disciplined execution against our strategy, delivering consistent growth for our shareholders, and maintaining operational excellence in the service of our clients. Turning to slide two of our investor presentation, I will cover our second quarter highlights before Mark takes you through the quarter in more detail.

Beginning with our financial performance, we reported earnings per share were $2.17 as compared to $2.15 in the year-ago period. Excluding notable items, which Mark will speak to, fee and total revenue increased 12% and 9% year-over-year. We delivered positive fee and total operating leverage, increased pretax margin to nearly 30%, and achieved a 19% return on tangible common equity. While EPS increased 18% year-over-year, all excluding notable items. Turning to our business momentum, within investment services, we delivered a very strong sales performance this quarter, securing over $1 trillion in new AUCA asset servicing wins and generated $145 million of related new servicing fee revenue wins, including two new State Street Alpha mandates.

With this continued good sales performance, we remain confident in our ability to meet our full-year servicing fee and A wins target of $350 to $400 million for a second consecutive year. The second quarter marked an important milestone for our asset management business, which we rebranded State Street Investment Management. This new name reflects our commitment to investing in our relationships, innovation, and in the future. Among other benefits, this new brand name reinforces our one State Street approach that aims to leverage collaboration across our firm, expand product offerings, and deepen relationships with our clients. This moment for our investment management business came as period-end AUM exceeded $5 trillion for the first time.

Quarterly net inflows were over $80 billion, and we continued to gain market share in the strategically important US low-cost ETF market segment. The second quarter also offered further evidence of the strength and depth of our ETF franchise, as our US ETFs led the industry in trading volume, surpassing $4.6 trillion in total volume for the quarter, ranking number one in equity, number one in commodities, and among the top three in fixed income. State Street Markets is seeing the results of its efforts to deepen client relationships, and in Q2 clearly demonstrated its ability to support clients through volatile periods with deep liquidity and trading expertise, while also providing important diversification to our revenue profile.

Amid a constructive environment for our markets business, we saw significant year-over-year increases in both FX trading and security finance revenues driven by higher client volumes. Our FX trading business recorded its best quarter since 2020, and security finance revenues rose to the highest level since 2019. Turning to our balance sheet, our strong financial position enabled over $500 million in capital return in the second quarter, over $800 million year-to-date.

Our financial strength was further underscored by the results of the Federal Reserve's annual stress test in June, subsequent to which we are pleased to announce our intention to increase State Street's quarterly per-share common stock dividend by 11% to $0.84 beginning in the third quarter, subject to approval by our board of directors. As we look ahead, we remain committed to returning capital to our shareholders, subject to market conditions and other factors.

Elizabeth Lynn: Turning to our operational efficiency,

Ron O'Hanley: we have a well-established track record of expense discipline. This continues to be supported by a proven ability to generate productivity savings to fund investments in our business, which in turn is driving revenue growth and operating leverage. For example, over the last three years, we have generated over $1 billion of expense savings largely from productivity initiatives. And we anticipate that number will increase to over $1.5 billion by year-end as we continue to progress well against our $500 million expense savings target in 2025. Importantly, as we look further ahead, the next generation of our operating model transformation remains our priority and a key opportunity to add even more value for clients and shareholders.

The charge we as we drive further operational efficiency and unlock productivity gains over time supported by AI and continued platform scaling. To conclude, our first-half results build meaningfully on 2024. The second quarter included a number of strategic and platform milestones for State Street, offering tangible proof points that our strategy is delivering. Reflected in the continuing improvement in our financial performance and the strong momentum we're seeing across our businesses. These results underscore the strength of our franchise and the disciplined execution of our strategy by our teams.

As we look ahead, we have strong conviction in our strategy and in our ability to serve our clients well, underpinned by our distinctive value proposition, financial strength, and the next generation of our technology and operational transformation. With that, let me hand the call over to Mark, who will take you through the quarter in more detail.

Elizabeth Lynn: Thank you, Ron, and good afternoon, everyone. Picking up on slide three, before turning to our second quarter financial results,

Mark Keating: let me briefly walk you through the notable items we recognized this quarter. Notable items totaled $138 million pre-tax, or $0.36 per share, primarily driven by a $100 million repositioning charge associated with our ongoing operating model transformation. This action relates to the severance of approximately 900 employees and, as we noted in June, is expected to drive expense savings mostly in 2026 with a payback period of roughly four to five quarters. We also recognized roughly $40 million of notable items related to a re-scoping of an Alpha client contract along with a few smaller items as detailed on the slide.

Turning to slide four, excluding notable items, second quarter EPS grew a robust 18% year-over-year to $2.53 a share. Total revenue increased 9% and fee revenue increased 12% year-over-year, each excluding notable items, reflecting strong business momentum across the business.

Elizabeth Lynn: Expenses increased 6% year-over-year,

Mark Keating: excluding notable items. Approximately half of the year-over-year increase was driven by a combination of higher performance and revenue-related costs, associated with the more constructive revenue environment in the second quarter, and to a lesser extent, the unfavorable impact of currency translation. The remaining increase primarily reflects continued investments in the franchise, including technology and infrastructure. This performance enabled us to deliver meaningful fee and total operating leverage, with 526 basis points and 241 basis points respectively, excluding notable items. Accordingly, our pre-tax margin expanded to nearly 30% while ROTCE was approximately 19% excluding notable items. Turning now to slide five, AUCA reached a record $49 trillion, up 11% year-over-year, driven by higher period-end market levels and client flows.

AUM also reached a new record in the second quarter, increasing 17% year-over-year to over $5 trillion, reflecting higher period-end market levels and positive net inflows. Key market indicators reflected the dynamic operating environment in the second quarter, with higher period-end market levels and elevated FX volatility across both developed and emerging markets. Against this backdrop, our markets business performed well, supported by record quarterly FX volumes, as we helped clients navigate a shifting market landscape, which I'll speak to in more detail shortly. Turning to slide six, servicing fees increased 5% year-over-year, supported by higher average market levels, net new business, improved client activity, and the favorable impact of currency translation.

We were encouraged by the strong sales momentum in our investment services business this quarter, with $145 million of servicing fee revenue wins. These wins were well distributed across regions, with key new mandates in Europe and North America, and are closely aligned with our strategic priorities, particularly in core back-office solutions and private markets. Installations progressed steadily and as expected during the quarter. Onboarding our $441 million of to-be-installed servicing fee revenue, the highest on record, remains a key priority as we aim to drive consistent and sustainable servicing fee growth. In addition, we reported two new Alpha mandates representing $380 billion of our AUCA wins this quarter.

Our interoperable front-to-back Alpha platform remains a key enabler in deepening and expanding client relationships. Moving to slide seven, management fees increased 10% year-over-year, primarily reflecting higher average market levels and the benefit of prior period net inflows. For the quarter, net inflows totaled $82 billion, driven by solid performance across ETFs and institutional. In ETFs, we saw healthy inflows across the product set, including US low-cost, gold, SPY, and US fixed income. Our US low-cost offering achieved continued market share gains in the quarter, reflecting the strength of our strategic positioning in this segment.

As Ron noted, the market volatility in the second quarter further highlighted the deep liquidity of State Street Investment Management's ETF franchise, which led the industry in US ETF trading volumes. In our institutional business, we delivered a record $68 billion of quarterly net inflows, driven by continued momentum in retirement, including our strategically important US defined contribution business. Overall, we were pleased with the strong performance of our investment management business in the second quarter, which generated a pre-tax margin of approximately 33%. Turning now to slide eight, FX trading revenue increased 27% year-over-year, excluding notable items. This strong performance was driven by record client volumes, with solid activity across our trading venues, reflecting heightened FX volatility.

Securities finance revenues increased 17% year-over-year, with strong balance growth across both agency lending and prime services. Within our prime services business, fee revenue increased 29% year-over-year, supported by higher balances and continued momentum in client engagement. Moving to slide nine, software and processing fees increased 19% year-over-year in the second quarter, excluding notable items. Front office software and data revenue increased 27% compared to the prior year quarter, excluding notable items. This strong performance was primarily driven by higher on-premises renewals largely associated with CRD wealth clients. In addition, software-enabled and professional services revenues increased 10% year-over-year, excluding notable items, reflecting continued momentum in SaaS client conversions and implementations.

We are pleased with our ongoing success in transitioning clients to our cloud-based SaaS platform, with annual recurring revenue increasing by approximately 10% year-over-year to $379 million in the second quarter. Moving to slide ten, net interest income of $729 million was down 1% year-over-year, primarily due to the impact of lower average short-end rates and changes in deposit mix. These headwinds were partially offset by continued loan growth and securities portfolio repricing. On a sequential basis, NII increased 2%, supported by growth in non-US deposit balances, securities portfolio repricing, and loan growth, partially offset by the impact of lower average short-end rates.

As detailed on the right of the slide, the average balance sheet size expanded relative to Q1, driven by a 7% increase in average deposit balances. The sequential increase in average balances was partly a reflection of the more uncertain macro backdrop that we observed early in the quarter, which moderated through May and June. We remain committed to supporting our clients with our strong, highly liquid balance sheet. Looking ahead, while we expect deposit balances to remain somewhat elevated relative to our expectations coming into the year, we do anticipate that balances will continue to moderate over the coming months and quarters, subject to market conditions.

Turning to slide eleven, expenses increased 6% year-over-year, excluding notable items, as I mentioned earlier. Compensation-related costs were up 7% year-over-year, excluding notable items, mainly reflecting higher performance-based costs and the impact of currency translation, while total headcount was down slightly. Information systems and communications expense increased 11% year-over-year, excluding notable items, as we continue to invest in technology and infrastructure to modernize our platforms while enhancing data delivery and user experience. At the same time, we continue to execute on our productivity and optimization savings initiatives, which generated over $150 million in year-over-year savings during the quarter. Year-to-date, these efforts have delivered approximately $250 million of savings towards our $500 million full-year target.

Our ability to consistently generate productivity and optimization savings reflects the intense work of recent years and is a key enabler of strategic investment, fueling technology modernization, supporting revenue growth, and helping us drive six consecutive quarters of positive operating leverage, excluding notable items. We expect the repositioning actions taken in the second quarter to build on this momentum and support the continued transformation of our operating model in the quarters and years ahead. Moving to slide twelve, our capital and liquidity levels remain strong, enabling us to continue supporting our clients as we look ahead. As of quarter-end, our standardized CET1 ratio of 10.7% was down approximately 30 basis points from the prior quarter.

Risk-weighted assets increased approximately $8 billion from the prior quarter, reflecting growth in our lending and securities finance businesses, as well as higher volumes and volatility in our FX trading business. The LCR for State Street Bank was a robust 136% in the quarter. Capital return increased to $507 million during the quarter, consisting of $300 million of common share repurchases and $217 million in declared common stock dividends, for a total payout ratio of 82%. As Ron noted, following our strong performance in this year's Federal Reserve stress test, we also announced our intention to increase our per-share quarterly common dividend by 11% in Q3, subject to board approval.

Looking ahead to the second half of the year, we continue to expect a progressive cadence of common share repurchases, targeting a total payout ratio of approximately 80% for 2025. In summary, we are encouraged by our second quarter and first-half results, which highlight our ability to execute on our strategy, driving sustained business momentum while delivering positive fee and total operating leverage, excluding notable items. With that, let me turn to our improved full-year outlook, which, as a reminder, excludes notable items and remains subject to significant variability given the current economic and geopolitical environment. Over the first half of 2025, we have demonstrated our ability to drive sustainable growth across our core businesses.

Given this strong performance, plus the current more constructive market environment and the anticipated impact of currency translation, we now expect 2025 total fee revenue growth in the 5% to 7% range, which is an improvement to our prior 3% to 5% full-year outlook. We expect full-year NII to be roughly flat to last year's record performance, with the potential for some variability driven by global monetary policy and changes in deposit mix and levels, which are difficult to predict.

With our improved revenue expectations, full-year expense growth is now expected to be roughly 3% to 4%, up from our prior full-year outlook of 2% to 3%, reflecting higher revenue-related costs and as well as expectations of a negative impact from currency translation. And importantly, we continue to expect to generate both positive fee and total operating leverage this year. And with that, operator, we can now open the call for questions.

Operator: At this time, we will open the floor for questions. If you would like to ask a question, please press star five on your telephone keypad. Please note, you will be allowed one question and one follow-up question. We will pause just a moment. Okay. Our first question will come from Ken Usdin with Autonomous. Please ask your question.

Ken Usdin: Hi, guys. Good afternoon. I just wanted to just ask on kind of, like, fees and fee operating leverage. Just kind of walking through the implied fee update. And, we'll get what drives that. Is it mostly just the market backdrop? Is it what we see in terms of the yet to convert and anything in terms of, like, how that timing of these, you know, great new wins and still left to convert will come through. Thank you.

Ron O'Hanley: Yeah. Ken, what it's Ron. Why don't I start that? So as we've noted, our pace of sales continues to be at an accelerated level. We said we were going to do in service for fees $350 to $400. We're on track to do that. That's what we did last year. That has led to a fairly sizable, in fact, a record level of fees to be installed, roughly $440 million. About half of that's going to install this year, and yet we're adding to that at about the same pace. So just on sales alone, there's a bit of a flywheel element to it.

We've talked about what's occurred in the asset management business that continues to grow these at a double-digit rate. Some of that market, but there's been positive organic revenue growth throughout this whole period. And then finally in markets, we'd invested heavily in client relationships. We that really do pay off when you get times of elevated volatility. So the organic elements in here are the primary driver of what we're talking about assisted by some constructive markets.

Ken Usdin: K. Great. And can you talk about just, you know, the new ones you're putting on and put it in context with the client rescoping that occurred. Like, is that now kind of a done in the past issue and or is there anything else that we could see regards with regards to that type of thing going forward?

Ron O'Hanley: Yeah. We don't anticipate anything like that going forward. As we noted, we had two new alpha wins this quarter. Three alpha installs. In terms of the nature of the back of our servicing fee revenue wins. About half of that are back office related. Which that's a combination of pure back office sales, plus alpha, which now only comes with back office sales. We will not do so that alpha related without some kind of back office element to it because as you know, back office drives recurring fees, but also gives us the right to other revenue sources like deposits, like FX, like securities finance, and that.

So in terms of that one client, it remains a very important client to us. It's a very important partner to us. And basically, they changed one element of it. Instead of going to a single platform, a multi-platform in their front office. And we have built Alpha to be interoperable. So whether it's Charles River or some other provider or Charles River plus another provider as it will be in this case, we've got the ability to interop in that way, and we'll be providing all the other services that we intended to. More importantly, this was a client that worked with us right in the very beginning. On the development side of all we were doing.

So going back to the 2019 time frame, and all that development IP still remains with us. Which is important because being extended to other clients.

Mark Keating: And, Ken, it's Mark. Maybe I'll just add to that just to make sure. And, you know, this was very contained to a software client contract, rescoping, so it had no impact on the servicing fee. Revenue to be installed, did not have an impact on our assets to be installed. It was very contained, as Ron said, to one particular aspect of a software agreement. Which we, you know, renegotiated and took the appropriate kind of actions on our that we've talked about here in our notable.

Ken Usdin: Okay. Thank you.

Operator: Our next question comes from Glenn Schorr at Evercore. Please ask your question.

Glenn Schorr: Hi. Thanks very much. Maybe we could step back and ask this big picture question of NII that feels a little different for you guys. And you've been consistent in talking about some in the range of flat year on year after a good 2024. But feels like the NIM has moved lower more so than others and balances. Your thought process on moderating is more so. Is that did is there something maybe related to your client base that's a little bit different? I appreciate the full package of operating leverage and better margins and all that. I'm just wanna focus on NII for a sec.

Mark Keating: Yeah. Thanks, Glenn. It's Mark. Let me take you through the kind of two-part of there. One was kind of our overall NII guide and then secondly, is, I think, a specific question on NIM, which I can get at as well. So you know, first, I'd say our guide, as you mentioned, is, you know, generally, you know, consistent with our original outlook of, you know, flat year over year. And I said roughly flat because there's still some amount of variability. The fact is that we always talk about in terms of rates and deposit mix and levels.

You know, I think now that we're halfway through the year, you'd expect that we'd be able to start to narrow, you know, possibly narrow the outcome that we're seeing here. But, again, we feel good about being able to, you know, continue to deliver on our guide of roughly flat, you know, standing here today. You know, if you look at the first half of 2025, NII has been roughly, you know, flat to slightly down versus, again, the record year we had in 2024. First half was down about 0.6% versus the first half of last year. So we're tracking well to our guide, you know, given some puts and takes that I can get into.

In a little more detail. So, again, holding NII flat to a record year after 6% growth last year. You know, means we're delivering on our guide and, you know, executing well in terms of what we've laid out for you. And, you know, we understand how important NII is, obviously. But, you know, we unpack the NII guide with a little more detail, and I'll frame it in the same way that we've been doing it since January and then again in April. Using kind of the four buckets of drivers and describing what the impact is to us. As a firm in terms of tailwinds and headwinds.

So, you know, the first one would be, you know, deposit levels and obviously you saw those, you know, go up this quarter. So, you know, interest-bearing deposits have certainly provided, you know, upside versus our expectations in what we talked about in January and then again in April. You know, while non-interest-bearing deposits have actually largely played out as expected, not withstanding, you know, an early pop in the second quarter. You know, we did have a near-term benefit in April, you know, during the peak of market volatility and uncertainty.

You know, however, in May and June, and then again, as we sit here in mid-July, we have seen some normalization in deposit balances, you know, since the quarterly high point in April. I'd also point out the majority of the spike in asset and deposits that we saw happened in lower spread buckets, like market rates and exception rates, and so they did carry a more limited, you know, benefit for us. So mix is important. So while deposits are up about 7% sequentially, our non-interest-bearing balances, where we have the widest liability spread, that was down sequentially roughly a billion. So we think deposits will remain, like, somewhat elevated.

But we do expect to see some leveling off over the coming months, and we'll obviously continue to track that closely. You know, in terms of other impacts, again, to us as a firm, our loan growth we've talked about, that's also played out as expected. It's been a tailwind year over year, and I can talk about that a little bit more in-depth. The investment portfolio reinvestment, you know, we talked about $4 billion a quarter. A hundred to a hundred and fifty basis points. You know, in terms of benefit there, given where rates are, we're seeing it more at the lower end around a hundred basis points.

You know, which brings us then to, like, the major, you know, bucket for us, which is short-term rates. And as we've discussed previously, we are an asset-sensitive bank. We've seen rates come down, you know, faster than expected. If you look at the US treasury curve, the two, three, five-year rates are down fifty to sixty basis points over the first six months of the year on a spot basis. Also, non-US central banks. You know, while the ECB and the Bank of England have largely been in line with expectations, albeit a little more aggressive in the case of Bank of England in terms of timing.

Other central banks have actually been relatively more aggressive in lowering their rates, such as the Reserve Bank of Australia and Canada. You know, I've talked previously about a cut at the ECB or Bank of England being worth, you know, about five to ten million per cut per quarter for twenty-five basis points. And while you know, Australia and Canada may not be that large to us, you know, when you start to look across, you know, several of the central banks, you know, it does start to add up as a headwind. So, hopefully, that helps, you know, and that we're putting all this together. We're kind of standing back from it.

We have some positives like a short-term pop in interest rates and interest-bearing deposits. Some negatives like the pacing of cuts. But we see it as being relatively balanced, you know, which brings us back to a guide of roughly, you know, flat, you know, to our record year of NII in 2024. So, again, we understand how important NII is. We've been pleased with our ability to deliver on our guidance, you know, this is 20% of the revenue of the company, and when we stand back and look at what we are delivering for our shareholders, it's really the momentum across the fee revenue franchise, which is roughly 80% of the firm's revenue.

For us, it's really the story.

Glenn Schorr: That was awesome. I really appreciate all that. Ron, I got one quick one for you. I can't resist. You guys have been great acquirers in the past and integrators. You almost got BBH done, but through no fault of you on that one helped through. What I'm curious if you share any thought process with us on what you thought when you saw the news, when we saw the news that maybe BK and Northern were doing the dance. I'm just curious. What crossed your mind and how we should think about that?

Ron O'Hanley: Well, you know, I'm not gonna comment on market rumors either about our sales or others, but our view on M&A remains consistent. We have a lot of confidence in the organic growth capability and potential of our franchise. But we've always viewed M&A as an important complement to our strategy. But it's a high bar. Right? You have to show that is it actually or is it a good trade-off for shareholders to sacrifice a return on capital to some kind of investment that's going to yield some kind of return. And so it's a high bar. And but as you know from us, we evaluate these things. Our focus is of late, has largely been around capability building.

So if you think about some of the relatively small investments we've done over the past year or two. Small case that technology platform in India, ethics, the direct indexing player, the investment in investment, all about helping to augment our capabilities and propel us forward. We will always look for opportunities to build scale. And, you know, you've seen us do some of those in the past. But right here, right now, we're quite happy. With our position, and we'll continue to focus on serving our clients well and building out our capabilities. And if something comes along that makes sense, we'll evaluate it.

Glenn Schorr: Okay. Cool. I appreciate it, Ron.

Operator: Our next question will come from Jim Mitchell with Seaport Global. Your line is open. You may ask your question.

Jim Mitchell: Hey. Good afternoon. Maybe just talk a little bit about the asset management business, record net inflows in the institutional channel and long-term assets. That's a pretty big change of what we see in the recent years. So can you just talk to is there anything kinda lumpy in there that maybe not to get too excited about, or do you feel like there's a turn in sort of the organic growth in that space? And how do we think about the fee rates in the long-term institutional AUM space? Thanks.

Ron O'Hanley: Yeah. So the I'll answer for the second quarter first. For the second quarter, it's a little bit of both. We have seen and talked about consistent organic growth in the institutional channel, mostly in defined contribution. And that's in the US, but not just the US. That's been led by a combination of innovative products. You know, we were the first to be out the door with some kind of an income protection product embedded in a target date fund. We've got a we're doing lots of different partnerships to add innovation to target date funds. And we're doing that not just in the US, but outside the US.

In addition, in the second quarter, we had a large new mandate from an existing client in Asia Pacific, and so that helped drive that number, which was a record quarterly inflow for us in the institutional business. But if you will, on a structural basis here, the investment in DC for us has been very important. We're very tied in with the investment consultants. We've got a very strong product set that we're constantly innovating and bringing both our know-how to it, but also when it makes sense bringing in partner know-how. And so we're quite bullish on that segment.

Jim Mitchell: Okay. That's helpful. And maybe just pivoting to regulation, it seems like some of your bigger peers benefit from the SLR being lowered, you guys already had some exemptions. So you're still somewhat constrained, but tier one leverage ratio. Do you in your conversations with regulators, do you think there's any acknowledgment of the tier one leverage constraint? And do you think that could also be lowered in the future? What's your sense?

Ron O'Hanley: Yeah. Jim, so, I mean, you've portrayed it accurately. We've gotten relief earlier. So tier one leverage as it relates to leverage constraint that is the binding constraint at this moment. I think there's some acknowledgment amongst regulators this is something to be looked at. I don't think it's something that's gonna be looked at immediately. You know, it may take till the end of the year for that because there's other things, obviously, around G SIB and stress test and things like that are reportedly higher up on the agenda.

But I would say that in this period where I think fifteen, sixteen, seventeen years after the financial crisis and all the changes that were put in place after that. I think there's for the first time, at least in the US, there's a real look at this. And, well, don't think any of us expect or even are asking for a, you know, a massive across the board rollback, I think that you're seeing a very sensible look both within agencies and across agencies, and I think that will play out favorably. Both in regulation and also even how the supervisory environment works and so it's a I think it's a constructive environment now for large GSIBs.

Jim Mitchell: Right. Okay. Thanks very much.

Operator: Our next question will come from Alex Blostein with Goldman Sachs. Your line is open. Please ask your question.

Alex Blostein: Hey, good afternoon. Thanks for the question. Ron, I wanna go back to the sales momentum you highlighted in these two service in business. And, again, appreciate the disclosure you guys out there a couple of quarters ago, both on the feedback log and the few wins that's obviously relevant. In the last several quarters, you know, maybe a year or so, the redemption have been fairly elevated. Obviously, part of that is BlackRock.

But are you, I guess, aware of anything notable on the redemption side that could sort of offset some of the strong wins you're having and maybe a little bit more color on the sources of these wins and how investors should think about sustainability of this new business within servicing potentially turning kinda the growth algo around in that part of the business.

Ron O'Hanley: So, Alex, let me start. I think that, you know, we've been quite consistent now going back two or three years that we had recognized maybe to make some changes on the servicing side. And, also, at the same time, we're investing heavily over the past several years in our operating model, which drives service quality. And service quality is those two things for you. One, it drives retention rates up and two, it gives you the right to win. Right to win with existing clients of deep relationships with existing clients, but also to be able to show up with new clients or takeaway clients. And that's all playing out as we said it would.

So we do not see any kind of elevated loss rate. In fact, we're quite pleased with where our retention rates are now. In terms of the nature of the clients, again, Alpha is a very important platform for us. So that's driving there. That's driving fee wins kind of across the stack. Front office, middle office, back office. But if we really think about it as if it doesn't as I said earlier, if it doesn't come along with back office, then we're really not interested in it. Or it'll be a lower priority for us. What we're also finding is that there's an increasing appeal for alpha within the private space.

As we're seeing an increasing appeal just in general as the private markets move from an in-source market to an outsource market. And then finally, our global footprint is really helpful. Because we saw a lot of wins a fair number of wins this quarter outside the US. Which again shows the power of the global franchise here.

Mark Keating: And it's Mark. Maybe I'll just jump in to offer a couple of maybe proof points and some context on that and to kinda maybe talk through how this has been building. This is not a, kind of just, you know, recently, we've started looking at posting these type of sales results. So I think I've talked about this before. You know, back in 2019 and 2020, we were doing $140, $160 million in servicing fee sales, and then we started to take that up, you know, in, you know, $250, $260, and 2021 and 2022.

And that's when we started talking to all of you about setting, you know, a more aggressive target for that of the $350 to $400. And again, that came from understanding our business and we've talked you through this before, the kind of, you know, rubric we have around, you know, the compression and, you know, DNC business each year, and then we knew that number needed to be much higher. So then we did, you know, we did $300 million in 2023, and then we did $380 million last year. And, you know, if I put it in context, we just talked about $145 million, you know, for the second quarter, and it was a very good quarter.

And we've talked about how it can be lumpy and all that, but it was a very good quarter. And you go back and put that in context. That's more in the second quarter than we did in all of 2020. So to me, that's, like, real change. That didn't just happen. You know, we changed our organization, our incentives. We focused on service excellence like Ron talked about. We invested in products and features and functionality. So we expect, you know, the performance to stay in that range and we know we need to target that going forward. And with proper execution, that's gonna really power the business forward.

Alex Blostein: Gotcha. Alright. Great. That's very helpful. Mark, I wanted to follow-up with you on your answer to Glenn's question around NII and sort of how you guys are thinking about on a forward basis. So you know, obviously, no 2026 guidance just yet, but as you sort of pointed to being, you know, assets sent to the bank, the forward curve is what it is. Help us maybe think about what are the things you guys could do and what are you working on to perhaps mitigate the effects of lower interest rates as you look out beyond this year. And importantly, is the interplay between NII and operating leverage?

You guys have been focused correctly on both positive fee operating leverage and positive total operating leverage. Is that kind of total operating leverage dynamic still possible if NII sort of peaks and starts to go down from here?

Mark Keating: Yeah. Yeah. I mean, thanks, Alex. I guess, I don't wanna get into anything around, you know, 2026. I mean, there are things that we, you know, have been doing in terms of looking at our, you know, client deposit pricing. We've been looking at our balance sheet strategy. We've been looking at our investment portfolio. So there's many things, you know, that we can look at, all those things that we have been. In trying to gauge, you know, where we're going into 2026 with NII. But I think it's just pretty early to start talking about that now.

Operator: Our next question will come from Mike Mayo with Wells Fargo. Your line is open. Please ask your question.

Mike Mayo: Hi. I just wanted a clarification just with all the discussion here. So did you benefit from heightened volatility and now you see that going down and NII is at a peak, and now you see that going down. I guess, are you over-earning the way you look at things or not?

Mark Keating: Hi, Mike. It's Mark. I'll I can start with that. And, you know, in terms of the volatility, so maybe talk a little bit about our FX, you know, our markets business. And again, as we've said, we think that business performed very well in the second quarter. We saw and we did see some heightened FX volatility, but we also saw the payoff in our strategy of expanding geographically in continental Europe, for example, has been a big focus for us. You know, we've increased our product mix, you know, added some capabilities and things like derivatives.

We've deepened our client engagement, you know, both existing clients and new, you know, new clients at privates and hedge funds, which, again, those businesses, you know, private markets business, we've been talking about that. I mean, that been growing. I think year over year grew 19%. And, again, that brings new clients, new opportunities for our markets business as well. And that's what really powered sequentially FX trading being up 18%, you know, sequentially, and year over year, 27% again ex Notable. So how we look at the second half, I you know, with continued, you know, political and economic risks, you know, we expect, you know, the investment climate's gonna remain challenged.

The volatility we've seen is really from multiple sources, so geopolitics, national economics and politics, differing central bank policies. So that type of divergence between countries, we think, is reflected in the FX markets. And so while, you know, a replay of the second quarter is not our base case, you know, we do expect volatility likely be more sustained. We're gonna have to see where it plays out for there from here. Hopefully, that gives you a little more color on the market side.

Ron O'Hanley: Mike, it's Ron. I've got everything I'd add two things to that. The heightened volatility in markets was really an April event. Real spike in volatility then, but it came back down. You know this as well as anybody's. So I think after April, the benefit of our deepened client relationships were as important as anything here.

Mark Keating: On the other hand, I get the cyclical high point here. That you come down to that volatility. On the other hand, seems like some of the core businesses are doing better like Charles River, over quarter. At some kind of growth rate. You've been up-tiering the Salesforce. Are you still upgrading? Seems like you have some core business momentum that you didn't have a few years ago. Am I looking at the right data? Is it are you a big thing to substantiate that?

Ron O'Hanley: Yeah. I mean, you are. And I'll just pick up on what Mark said a few minutes ago. A hundred forty-five million in servicing fee sales in 2020. A hundred and forty-five million of servicing fee sales in the second quarter of this year. And I think that actually does paint a good picture. Secondly, I would just point to the guide and we try and be very straight with our you. When we give guides. The beginning of the year, we gave you a three to five percent guide. We're giving you a five to seven percent guide now, which I think reflects what we're seeing in terms of the increased power of the franchise.

Mike Mayo: Alright. Thank you.

Operator: Just a reminder. Analysts are allowed one question and one follow-up. Thank you. Our next question will come from Betsy Graseck with Morgan Stanley. Your line is open.

Betsy Graseck: Hi. Good morning.

Ron O'Hanley: Hi, Betsy. Good morning.

Betsy Graseck: Hi. Have a question on an announcement that was made on July first with University of California on building a super app for individuals, and it was interesting I wanted to understand thought process behind in, you know, investing in this. And is this a one-off? Or are you anticipating broadening this out to other participants, partners, and is there any way this would feed into other parts of State Street, or is it a goodwill venture just thanks.

Ron O'Hanley: Yep. So Betsy, first of the University of California, it's a long-time partner of ours. And this initiative is quite consistent with our strategic commitment to the wealth business. Within State Street Investment Management, your wealth now is about it's a little over a trillion about $1.2 trillion of our total assets and growing quite rapidly. Through the ETF channel. And we have a commitment to the wealth services business. But part of this is an overall belief that the democratization of wealth is continuing unabated.

And in spending some time with the University of California, we realized that they were a quite interesting partner because if you add up all of their stakeholders there so you look at so students, faculty, employees, and alumni. There's 350,000 potential stakeholders there. They're quite close to most of them, and it becomes an interesting platform to start to experiment with new sorts of offerings. So it's a bit of an experiment for both of us, but certainly our objective would be to develop something that, firstly, work for the University of California and then was leverageable. Other places.

So we look on it as a way to at scale, develop some innovative offerings for the wealth market consistent with this idea of democratizing investing. And being able to extend that or potentially being able to extend that elsewhere.

Betsy Graseck: Okay. Thank you.

Ron O'Hanley: Thanks, Betsy.

Operator: Our next question will come from Ebrahim Poonawala with Bank of America. Your line is open. Please ask your question.

Ebrahim Poonawala: Thank you. Just a couple of follow-ups. One, on capital and apologize if you clarified on this, but I think I heard you talk about 80% payout for the full year. Just give us a sense remind us in terms of from a capital perspective what we are managing to terms of the ratio feels like you've a lot of flexibility there. And what stops you from leaning in and doing more in buybacks than the 80%? Thanks.

Mark Keating: Yeah. Sure. It's Mark. Let me just maybe a two-parter. I'll talk a little bit about our capital return, and then I'll talk a little bit about, you know, CET1, which is really the ratio that we're managing to here. So you're right. I mean, we previously talked about 80% payout. So we've also highlighted, you know, previously that, you know, our intention is to, you know, return capital at a progressive cadence through the year. So you saw that, you know, going from Q1 up into Q2 now at $517, which was an 82% payout. It was $320 in Q1. So and we expect, you know, to move through the third quarter and then into the fourth quarter.

You know, anticipating additional step-ups as we move to deliver on our overall payout target of 80%, you know, subject to market conditions and other factors, obviously. So that's kind of still our guide, and that's what we're committed to. In terms of CET1, I think we've talked about this before, you know, given the current environment, we are, you know, continue to prudently manage toward the higher end of our 10% to 11% CE1 target range. You should generally expect us to continue in that range and managing to that as our clients, you know, really appreciate the value, you know, financial stability and soundness and appreciate us running the business and help capital levels.

And, also, I'd say we're cognizant of our own sensitivities, you know, around our RWA stack, which can swing, you know, several billion at quarter-end, with market volatility. And that's what you saw this quarter, right, with our 10.7 print. So, you know, still, again, very much in line with what we've talked about over the last few quarters.

Ebrahim Poonawala: Thanks, Mark. Just one quick I think you talked about deposit balances. Elevated, but maybe drifting lower in the back half. Just give us a sense of when you think about non-interest-bearing or overall deposit balances, what gets them growing again? Is there a trough that we should look at from a cycle standpoint? Or just how you're thinking about it. Yeah?

Mark Keating: Yeah. So maybe a couple things. First, in terms of overall levels, So, you know, Ron mentioned it earlier too. April was really the month that had the most volatility, and we saw the quarterly, like, period spike. Right? That's what happened in April. And then we saw deposit levels overall, you know, come down in April. Sorry. In May and then again in June. And then, you know, sitting here in mid-July, you know, our deposit levels are, you know, not too far off like our expectations that we had given back in April around the kind of high end of the $230 to $240.

It's not quite down back to that high end of that range, but it's approaching it. You know, sitting here kind of middle of July. So that's number one. Number two on non-interest-bearing, again, it was down a billion quarter to quarter. You know, we expect it, as we said, you know, before, we expect that to continue to, you know, moderately decline. You know, maybe into the low twenties is what we've talked about. You know, so that's kind of generally deposit levels. Now your question about raising deposits, you know, the best way that we can raise deposits is to sell and install back office business. Right?

Custody brings deposits, Custody brings FX trading revenues, securities finance revenues, all the kind of good stuff that goes around, you know, custody as the hub of the company. So, you know, $444 billion in to-be-installed revenue of which roughly 60% of that is back office, which means custody. That's a good sign in terms of our ability to generate, you know, custody, client-related deposit, you know, And if we keep the flywheel spinning on the servicing fee sales target, that's what we'll see.

Ebrahim Poonawala: Thanks, Mark.

Operator: Our next question will come from Brian Bedell with Deutsche Bank. Your line is open. Please ask your question.

Brian Bedell: Great. Thanks. Good afternoon, folks. Just one housekeeping one quickly and then a longer-term one. The housekeeping is just your assumptions on market returns for the second half that underpinned the 5% to 7% guide?

Mark Keating: Yeah. Sure. Let me take the opportunity, maybe take you quickly through kind of the macro points that are underpinning the guide, and I guess I'll just start with the equity market. So, you know, entering the year, right, we expected 5% point to point, which implied average market levels up, you know, 8% for the year. Obviously, you know, as we sit here today, we're tracking a bit better than the assumptions we had coming into the year. So, you know, that's constructive in our current guide. So you expect that to be a tick higher. You know, that said, we've seen, you know, considerable volatility over the past quarter.

So, you know, we'll continue to monitor developments there and see how the average go up from here. So that should, you know, cover the equity, the, you know, market appreciation side.

Brian Bedell: K. Great. And then longer-term pick one for Ron. Just on the concept of tokenization of equities in any ETPs and other assets, how are you thinking about that longer term? I guess just your view and whether you think that will evolve, you know, more slowly over time, or do you think there's a stronger movement? And maybe some of the pros and cons of that and what is State Street doing to, you know, to be a participant in any kind of trend?

Ron O'Hanley: Yep, Brian. So we think about it in two ways. One is as a bank ourselves, but maybe more importantly, as this as an important servicer to other asset managers. So we do see a tokenization has been slower than I think anybody anticipated. If you go back three, four years, But I think with the current administration and the regulatory framework really in most parts of the world starting to emerge, we think that the pace on that will continue to accelerate. And the opportunities for tokenization are really broad.

I mean, it's not just the tokenization deposits, tokenization money market, funds enables uses of that money market of that of these kinds of assets, and it different way than originally anticipated. It could be on some cases, used for collateral better than it could be in other cases. For example. So we think this will, as regulatory frameworks are developed, we think this actually will accelerate. I think the questions that the regulators, particularly the bank regulators, need to deal with all of these things is how do they think about core deposits and how do they think about banks as the transmitters of monetary policy?

And to the extent to which any of this causes more deposits to leave the banking system, I mean, remember, money market funds seem like a passing fad four years ago, and now $6 trillion is out of the banking system. So I think that's a little bit of the unknown and where regulators come down on this.

But given the breadth of tokenization opportunities, let's broaden it out to real assets and the ability to actually take assets that right now are paper-intensive, very legal-intensive, and be able to make them much more liquid, we think that this will start to take off at an accelerating pace, but probably nowhere near as much as the optimists think, nowhere near as fast as the optimists think it will. But for us, we need to be there and intend to be there. First and foremost as a servicer, as a major servicer to these markets. And secondly, as a bank ourselves.

Brian Bedell: That's great color. Thank you.

Operator: Our next question comes from Gerard Cassidy with RBC Capital Markets. Your line is open. Please go ahead.

Gerard Cassidy: Thank you. Good afternoon. Can you guys come back to the sensitivity of revenues to market moves? I think in your 10-K, you give us that 10% increase in equities global equity valuations generally leads to maybe a 3% increase in service fee revenues. When you look at your service fee revenue growth this quarter of 12% ex notable items, how much was associated to, you know, market conditions moving higher?

Mark Keating: Hey, Gerard. It's Mark. I guess I would just say that 10% 3% is servicing fees. And so our service fee growth year over year is 5%. So 12% is total including software and trading and asset management. So, you know, obviously, the I don't have in front of me, but, obviously, the, you know, impact year over year of where markets have been has been positive. It's been a positive to us, and that has generally, you know, been pretty consistent in terms of the, you know, if you see a 10% growth again over time because quarter to quarter can be we've talked about this before in terms of, you know, billing cycles and whatnot.

But the 10% 3% for servicing fees, and it's, like, 10% 5%, over from asset management. It's been pretty consistent.

Gerard Cassidy: I say thank you. And maybe, Ron, just a broader question. You referenced in your opening comments about the rebranding of State Street Investment Management and how that reinforces your one State Street strategy approach and how you're going to, you know, leverage the collaboration between different product offerings and deepening your relationships with your clients. How as outsiders can we measure that success as you achieve those deeper relationships?

Ron O'Hanley: Yeah. It's a good question, Gerard, and we take that away and think if there's some additional disclosures that we wanna make to help on that. But if you let me talk about it at a conceptual level. If you think about our client base, and this is across the firm, we have one broad set of clients, which is really the global institutional investors. Is our client base. If you think about the subsegments of that, for example, asset owners, pension funds, sovereign wealth funds, insurance companies, those clients, we serve them both from an investment services basis, from an asset management basis, and from a market's basis.

A large segment is our asset managers, there, we're really not servicing them out of their investment management business, but we're providing services and markets. So this idea of one State Street and how do we deliver the whole firm, part of it is because if you think about who we are, notwithstanding our size, right, we've got a relatively small number of relatively large clients. So it's very important we be able to, one, help them help deal with their issues and address their strategic objectives at the highest level. And be able to do that across our firm. So it's not just about words.

I mean, part of that is you have to then think about how your relationship-facing force is squared off against that. We've made a lot of changes over the years. In that regard. So that rather than have just product-specific sales, efforts we have, particularly for our largest clients and our global clients, we have relationship managers that think about the total of State Street. And point's a good one, and we'll think about how we can actually show you the results. We see them, but we can think about how to disclose those in some way.

Gerard Cassidy: Appreciate it. Thank you.

Ron O'Hanley: Thank you.

Operator: There are no further questions. I will turn the call back to management for closing remarks.

Ron O'Hanley: Well, thank you all for joining us this afternoon.

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Wells Fargo (WFC) Q2 2025 Earnings Call Transcript

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DATE

  • Tuesday, July 15, 2025, at 10 a.m. EDT

CALL PARTICIPANTS

  • Chief Executive Officer — Charlie Scharf
  • Chief Financial Officer — Mike Santomassimo

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RISKS

  • Mike Santomassimo noted, "Commercial net loan charge-offs rose by $36 million from the first quarter, reaching eighteen basis points of average loans." with losses described as borrower-specific, not systematic.
  • Mike Santomassimo said, "We expect additional [commercial real estate] losses, they should be well within our expectations," highlighting ongoing risk in that loan portfolio.
  • Mike Santomassimo reported, "Auto revenue decreased fifteen percent year over year, driven by lower loan balances and loan spread compression from previous credit tightening actions," indicating ongoing headwinds for that segment.

TAKEAWAYS

  • Net Income: $5.5 billion in GAAP net income and GAAP diluted earnings per share of $1.60 for Q2 2025, both increasing sequentially and year-over-year.
  • Return on Tangible Common Equity (ROTCE): Reached 15% in Q2 2025, including a gain from the merchant services joint venture; management stated this figure is not normalized.
  • Net Interest Income: Increased $213 million, or 2% from the previous quarter, attributable to lower deposit costs, one additional day, higher securities yield, and higher loan balances.
  • Non-Interest Income: Grew by $348 million, or 4% year-over-year, benefiting from the merchant services JV gain and a 9% rise in investment banking fees.
  • Expense Control: Non-interest expenses rose 1% year-over-year due to revenue-related compensation, but fell 4% from the prior quarter as seasonally higher personnel expenses receded.
  • Loan Growth: Period-end loan balances increased by $10.6 billion year-over-year, led by commercial and industrial lending within corporate investment banking, as well as modest increases in auto, other consumer, and credit card loans.
  • Deposit Trends: Total average deposits declined 1% from the first quarter, while average deposits in our businesses increased 4% from a year ago; a small increase in consumer deposits was more than offset by lower commercial and corporate treasury deposits.
  • Credit Performance: Net loan charge-off ratio dropped 13 basis points year-over-year and 1 basis point sequentially; Consumer net charge-offs improved across all non-real estate portfolios.
  • Capital Actions: Repurchased over $6 billion in common stock during the first half of 2025, including $3 billion in Q2; Board authorized a new $40 billion repurchase program in Q2 2025.
  • Dividend Policy: Announced intention to raise the common stock dividend by 12.5% to $0.45 per share in Q3 2025, pending board approval.
  • Asset Cap Removal: Scharf said, "The big news in Q2 2025 was the removal of the asset cap, allowing the company new flexibility to proactively pursue deposit and balance sheet growth."
  • Stress Capital Buffer (SCB): The expected SCB will decrease by 120 basis points in Q4, lowering the CET1 regulatory minimum plus buffers to 8.5%.
  • Regulatory Trends: Management expects greater clarity and flexibility from finalization of Federal Reserve rules, which may allow for longer-term capital optimization.
  • Business Segment Results: Investment banking fees rose 16% in the first half of 2025 compared to the prior year; Mortgage loan originations increased 40% year-over-year. Auto revenue fell 15% year-over-year but rose 2% sequentially.
  • Digital Engagement: Active mobile users exceeded 32 million, up 4% year-over-year.
  • Expense Guidance: 2025 non-interest expense is projected at approximately $54.2 billion.
  • Outlook for Net Interest Income: 2025 net interest income (GAAP) is expected to be roughly in line with 2024's $47.7 billion (GAAP), representing a slight reduction from prior forecasts due to increased balance sheet allocation to the markets business.
  • Commercial Loan Credit: Commercial real estate losses decreased sequentially; office market stabilization noted but gradual recovery and further losses anticipated.
  • Non-Core Business Divestitures: Entered into an agreement to sell the rail equipment leasing business in Q2 2025, with closing expected in Q1 2026.

SUMMARY

Wells Fargo (NYSE:WFC) reported sequential and annual gains in net income and earnings per share in Q2 2025, supported by expense discipline and diversified loan growth. Management highlighted that the removal of the asset cap provides significant new capacity for deposit and balance sheet expansion, which had been constrained in previous years, including since 2019. The company intends to use this flexibility for both targeted growth strategies and continued shareholder returns, including a planned dividend increase and newly authorized $40 billion share repurchase program. Investment banking and fee-based revenue momentum offset lower net interest income attributable to capital reallocation toward markets activity.

  • Charlie Scharf noted, "We are now able to move forward more aggressively to serve consumers, businesses, and communities to support US economic growth," underscoring management’s strategic shift post-cap removal.
  • Segment trends included double-digit net asset inflows and increasing balances in the Wealth and Investment Management channel, as well as digital checking account growth across Consumer Banking in the first half of 2025.
  • The shrinking stress capital buffer and anticipated regulatory easing could enable further capital deployment for organic initiatives.
  • Expense and efficiency initiatives, including persistent headcount reduction and AI pilots, signal a commitment to invest in growth while maintaining return targets.

INDUSTRY GLOSSARY

  • Asset Cap: A regulatory limit imposed by the Federal Reserve restricting a bank’s total assets, typically as an enforcement mechanism; its removal signals regulatory compliance and restored growth potential.
  • SCB (Stress Capital Buffer): The capital buffer determined under the Fed’s Comprehensive Capital Analysis and Review (CCAR) to ensure banks have sufficient capital to survive a financial downturn. Lower SCB reduces minimum required capital levels.
  • ROTCE (Return on Tangible Common Equity): A profitability measure calculated as net income available to common shareholders divided by average tangible common equity, reflecting core earnings power.

Full Conference Call Transcript

Charlie Scharf: Thanks, John. Good morning, everyone. I'll make some brief comments about our results and update you on our priorities. I'll then turn the call over to Mike to review second quarter results in more detail before we take your questions. Let me start with some second-quarter highlights. Our second quarter results reflect the progress we're making to consistently produce stronger financial results with net income, diluted earnings per share, and our return on tangible common equity all up from both the first quarter and a year ago. We continue to invest in our businesses, which has driven higher fee-based income. This growth was diversified with each of our business segments increasing during the first half of the year.

While we've been investing, we've also continued to take a disciplined approach to expenses and we have now reduced headcount for twenty consecutive quarters, resulting in a twenty-three percent decline from five years ago. We maintained our strong credit discipline and credit performance continued to improve in the second quarter with lower net loan charge-offs from both the year ago and the first quarter. Losses in both our consumer and commercial portfolios improved from a year ago. The big news during the quarter was having the asset cap removed. The lifting of the asset cap marks a pivotal milestone in our transformation, along with the termination of thirteen orders since 2019, including seven this year alone.

We are a far stronger company today because of the work we've done. In addition, we've also changed and simplified our business mix, transformed the management team and how we run the company, and have been methodically investing in the company's future while improving our financial results and profile. I know this call is for investors, but I want to once again thank the over two hundred and twelve thousand employees at Wells Fargo & Company who all contributed in one way or another to this milestone. Though we have tremendous opportunities, this has been a demanding place to work.

We have recognized the contributions of many here by increasing compensation, improving benefits, investing in more employee learning and development programs, and by giving those employees making below eighty-five thousand dollars in total compensation special year-end cash awards for the past two years. With the lifting of the asset cap, we wanted to do something special for everyone who invested so much of themselves into the company in recent years. As a demonstration of our appreciation from what we've accomplished, we give a special award to all employees so they could own part of Wells Fargo & Company and hopefully benefit from our future success. So everyone has been asking, what does the lifting of the asset cap mean?

First, we will continue to move forward with our risk and control agenda and embed the disciplines we have built deep into the culture of the company. But we are certainly in a different position with the asset cap and the many orders lifted. It is hard to convey the amount of time and effort the senior team has devoted to this work. So much of this work we with so much of this work completed, we can allocate our time differently and spend more time focusing on growth and the future. While we have not ignored this, the additional time we now have proved meaningful.

As you know, though we have generated substantial amounts of capital in the years since the asset cap was imposed, we've been limited in how much we've been able to deploy to support our customers and communities. While shareholders benefited from increased stock buybacks, we would have preferred to allocate more capital to grow our businesses and the overall balance sheet. We now have the flexibility to proactively grow deposits, and to allocate capital to grow loans and our corporate investment bank. Since I arrived, we've had to make difficult choices where to allocate our balance sheet given our inability to increase total assets. As we pointed out, we have turned away deposits from corporate clients.

And while we have not turned away consumer deposits, we've been careful not to aggressively grow consumer deposits given the limitations we were subject to. We've also had to be cautious about loan commitments, especially given the potential for significant drawdowns of committed facilities as we saw during the early days of COVID. We have also pointed out that we have constrained our markets-related balance sheet to allow for activity elsewhere in the company. As we look forward, we are now able to move forward more aggressively to serve consumers, businesses, and communities to support US economic growth. We expect to be more aggressive in our pursuit of consumer and corporate deposits, and we will selectively look to grow loans.

Though we will be cautious during periods of economic uncertainty. We also see opportunities to allocate more balance sheet to our markets business, to drive increased profitability. Our goal is to increase customer trading flow and financing activity without significantly increasing our risk profile. We also have the opportunity to think more broadly about using our balance sheet as we evaluate additional opportunities. In addition to the lifting of the asset cap, we expect that changes in both the regulatory and supervisory environment will allow us to compete more effectively. We announced earlier this month that our expected stress capital buffer will decrease by one hundred and twenty basis points starting in the fourth quarter.

Which would reduce our required CET1 regulatory minimum plus buffers back to eight and a half percent. We are also encouraged by the Federal Reserve's intention to provide more details supporting the CCAR process. And that detail along with the finalization of the broader set of capital rules will help us determine the appropriate level of capital we should hold going forward. We are also very supportive of the review the different regulatory agencies are conducting regarding rules and supervisory constraints that go beyond safety and soundness and do not allow us to effectively serve our customers and communities.

We are committed to continuing to maintain a strong capital position and are excited about using our excess capital and additional capital generation to reinvest in our franchise as well as continuing to return excess capital to shareholders. As a reminder, we have returned a significant amount of capital to shareholders over the past five years, including reducing our average common shares outstanding by twenty-three percent since 2019. As we previously announced, we expect to increase our third quarter common stock dividend by twelve point five percent to $0.45 per share subject to approval by the company's Board of Directors at its regularly scheduled meeting later this month.

We've repurchased over six billion dollars of common stock during the first half of this year, and during the second quarter, our Board of Directors authorized an additional common stock repurchase program of up to forty billion dollars. We continue to make significant investments in our core business which are helping to improve our returns. We continue to invest in our credit card business, not only by launching new products, but also enhancing the overall customer experience. Our commitment to delivering a seamless, secure, and user-friendly digital experience to our card members was recently recognized by J. D. Power which ranked Wells Fargo & Company number two in both mobile app and online credit card satisfaction.

Enhancements like these have spurred new account growth and higher balances and spending from a year ago. In our auto business, we completed the launch of our multi-year co-branded agreement as a preferred purchase financing provider from Volkswagen and Audi vehicles in the US. We had strong auto originations in the second quarter and ending balances in our auto portfolio grew for the first time in over three years. In consumer small and business banking, we have continued to see momentum in the primary checking accounts benefiting from our investments in marketing offers and enhancements to both the digital and branch experience.

We are on track to have over half of our branch network refurbished by the end of this year, and to complete a refresh of the entire network by the end of 2028. We continue to optimize and better position our network, including expanding in certain locations, including Chicago, New York City, and Nashville. We continue to enhance our digital experience, and consumer checking accounts opened digitally continued to increase and active mobile users now exceed thirty-two million, up four percent from a year ago. We also continue to see good momentum from Wells Fargo Premier, our offering for absolute clients. Let me highlight a few areas that demonstrate our growth.

We are investing in more bankers to serve these clients and have increased branch-based financial advisors by over ten percent from a year ago. The improved collaboration between our bankers and advisors has helped to drive over sixteen billion dollars of net asset flows into the wealth and investment management premier channel during the first half of the year, up over sixty percent from a year ago. Deposit and investment balances from Premier clients have also been steadily increasing and were up approximately ten percent from a year ago. Turning to our commercial businesses.

The investments we have been making in corporate, investment banking have continued to help drive growth with investment banking fees up sixteen percent during the first half of the year. We've also made steady progress increasing our US investment banking market share with our share up each of the last two years and again in the first half of 2025, driven by gains in leverage finance and M&A. We're continuing to invest in top talent to strengthen and expand our commercial banking business. For example, in our technology banking group, we have grown our team of bankers by over twenty-five percent over the past year.

We expect to continue to add bankers to this priority sector and in a number of additional markets and sectors where we have room to grow. In addition to driving growth in our core business, our strategy also includes simplifying our businesses and focusing on the products and services that matter most to our clients. As part of the strategic focus, in the second quarter, we entered into an agreement to sell the assets of our rail equipment leasing business. This transaction is expected to close in the first quarter of next year. As we look ahead, what we see regarding the health of our clients and customers has not changed.

Consumers and businesses remain strong, as unemployment remains low and inflation remains in check. Credit card spending growth softened very slightly in the second quarter, but is still up year over year. And remains strong overall and debit card spending growth has remained strong and consistent with what we saw in prior quarters. Consumer delinquencies continued to improve from a year ago. And commercial credit performance continued to be relatively strong. Deposit flows for both our consumer and commercial clients were in line with seasonal trends. I've had the opportunity to meet with many of our commercial banking clients this past quarter and many have conveyed optimism that the administration is working to level the trade playing field.

They would like certainty, but prioritize a good outcome for US trade above short-term certainty. Many have found ways to avoid passing the ten percent tariffs onto their customers. At the same time, they are preparing for the downside and are not growing inventories or hiring aggressively and developing contingency plans if the downside scenario occurs. As I've said before, we are hopeful, the results of the current negotiations will make our clients more competitive and help drive stronger economic growth in the US but there is uncertainty we should recognize there is risk to the downside as the market seems to price in successful outcomes.

As I highlighted, now that the asset cap has been lifted, we are more committed than ever to serving our customers supporting businesses and communities, and contributing to economic growth in the US. I continue to believe we have one of the most enviable financial services franchises in the world, I'm excited to continue to move forward with plans to produce industry-leading sustainable growth and returns. I'll now turn the call over to Mike.

Mike Santomassimo: Thank you, Charlie, and good morning, everyone. The second quarter, we had net income of $5.5 billion or $1.60 per diluted common share, up from both the first quarter and a year ago. These improved results reflect our continued focus on our strategic priorities, through our ongoing investments in our businesses, expense focus, strong credit discipline, and continued capital return, we have steadily increased profitability and returns. Our second quarter results included $253 million or six cents per share from the gain associated with our acquisition of the remaining interest in our merchant services joint venture.

Turning to slide four, Net interest income increased $213 million or two percent from the first quarter driven by lower deposit costs, one additional day in the second quarter and higher securities yield and higher loan balances. I'll update you on our expectations for full-year net interest income later in the call. Moving to slide five. Both average and period-end loans grew from the first quarter. Period-end balances were up $10.6 billion from a year ago, driven by growth in commercial and industrial loans, predominantly in the corporate investment banking business as well as slightly higher auto, other consumer, and credit card loans, while residential mortgage and commercial real estate loans continued to decline.

Average deposits in our businesses increased four percent from a year ago, We reduced higher cross corporate treasury deposits by fifty-eight percent from last total average deposits to decline one percent. Total average deposits also declined one percent from the first quarter as a small increase in consumer deposits was more than offset by lower commercial and corporate treasury deposits. Average deposit costs continued to decline and were down six basis points from the first quarter. Turning to slide six. Non-interest income increased $348 million or four percent from a year ago. Results in the second quarter benefited from the gain associated with our merchant services joint venture transaction.

I would note that the increase in card fees versus the first quarter reflected a change in where we recognized merchant services revenue resulting from this transaction. Revenue is now included in card fees whereas previously our share of the net earnings in the joint venture were included in other non-interest income. We continue to have growth in many of the businesses where we have been investing, including a nine percent increase in investment banking fees from a year ago. The growth in non-interest income more than offset lower net interest income resulting in modest revenue growth from a year ago. Turning to expenses on slide seven.

Non-interest expense increased $860 million or one percent from a year ago, driven by an increase in revenue-related compensation predominantly in wealth and investment management. Our other expenses were relatively stable as the investments we were making in our businesses, including the increased spending in technology and advertising, were offset by lower operating losses and the impact of efficiency initiatives. The four percent decline in non-interest expense from the first quarter was driven by seasonally higher first quarter personnel expense. Turning to credit quality on slide eight. Credit performance continued to improve and remain strong. Our net loan charge-off ratio declined thirteen basis points from a year ago and one basis point from the first quarter.

Commercial net loan charge-offs increased $36 million from the first quarter to eighteen basis points on average loans. The losses in our commercial and industrial loan portfolio were borrower-specific with little signs of systematic weakness across the portfolio. Commercial real estate losses decreased during the first quarter, As we have said, it will take time for the office fundamentals to recover. Valuations appear to be stabilizing, and although we expect additional losses, they should be well within our expectations. In Consumer net loan charge-offs declined $48 million from the first quarter to eighty-one basis points of average loans with improvement across all of our non-real estate portfolios, the residential mortgage portfolio continued to have net recoveries.

Non-performing assets declined three percent from the first quarter, driven by lower commercial real estate non-accrual loans predominantly in the office portfolio. Moving to slide nine. Our allowance for credit losses for loans increased modestly from the first quarter our allowance coverage ratio for total loans has been relatively stable for the past five quarters as credit trends have remained fairly consistent even amid macroeconomic uncertainty. Our allowance for coverage allowance coverage for our corporate investment banking, commercial real estate office portfolio has also been relatively stable over the past year and was eleven point one percent in the Turning to capital and liquidity on slide ten.

We maintained our strong capital position with our CET1 ratio at eleven point one percent, well above our current CET1 regulatory minimum plus buffers of nine point seven percent. Starting in the fourth quarter of this year, our new CET1 regulatory minimum plus buffers is expected to decline to eight point five percent. As you know, the Federal Reserve has a pending notice proposed rulemaking that would include averaging stress test results from the previous two years determine the stress capital buffer, If that is finalized as proposed, the effective date may move to January first and our expected new CET1 regulatory minimum plus buffers would be eight point six percent.

We repurchased three billion of common stock in the second quarter and have Also, as Charlie highlighted, we expect to increase our common stock dividend to forty-five dollars per share in the third quarter subject to board approval. Moving to our operating segment, starting with consumer banking and lending on slide eleven. In Consumer small and business banking revenue increased three percent from a year ago driven by lower deposit costs and higher deposit balances. For the second consecutive quarter, deposit balance grew from a year ago even with higher outflows for tax payments and second quarter of this year compared with last year.

Debit card spending remained strong, up four percent from a year ago consistent with prior two quarters. Home lending revenue was stable from a year ago, Mortgage loan originations increased forty percent from a year ago as we focused on servicing Wells Fargo & Company customers, This higher volume also reflected a stronger mortgage market from a year ago, However, the mortgage market continued to be weak compared with historical levels due to the high rate environment. We continue to reduce headcount, which has declined forty-nine percent since the end of 2022, we have simplified the business and reduced the amount of third-party mortgage loan service for others by thirty-three percent since the end of 2022.

Credit card revenue grew nine percent from a year ago as loan balances increased and spending slowed slightly but remained strong. Auto revenue decreased fifteen percent from a year ago driven by lower loan balances and loan spread compression from previous credit tightening actions. While these actions have reduced revenue, they have improved credit performance. Auto revenue increased two percent from the first quarter, the first linked quarter increase since fourth quarter 2021. The decline in personal lending revenue from a year ago was driven by lower loan balances. Turning to commercial banking results on slide twelve.

Revenue was down six percent from a year ago as lower net interest income due to the impact of lower interest rates was partially offset by growth in non-interest income driven by higher revenue from tax credit investments, an increase in treasury management fees. Average loan balances in the second quarter increased one percent from both a year ago and the first quarter as clients have largely remained cautious while waiting for more clarity on the economic environment. Turning to corporate investment banking on slide thirteen.

Banking revenue was down seven percent from a year ago, driven by the impact of lower interest rates, This decline was partially offset by lower deposit pricing and higher investment banking revenue, including higher advisory fees. Commercial real estate revenue declined six percent from a year ago due to lower loan balances, the impact of lower interest rates, as well as reduced mortgage banking income after the sale of our commercial knowledge third-party servicing business in the first quarter. Markets revenue declined one percent from a year ago as higher revenue in foreign exchange and rates products was offset by declines in equities.

We had a hundred and twenty-two million dollars gain related to an exchange of shares for Visa v common stock that benefited equities a year ago. Average loans grew four percent from a year ago and three percent from the first quarter, The increase from the first quarter was broad-based with higher balances in markets, banking, and commercial real estate. On slide fourteen, wealth and investment management revenue increased one percent from a year ago, as growth in asset-based fees driven by higher market valuations was partially offset by lower net interest income due to the impact of lower rates.

A reminder, the majority of WIM advisory assets are priced at the beginning of the quarter, so third quarter results will reflect higher July for the higher July first market valuations. Slide fifteen highlights corporate results. Revenue increased from a year ago, driven by the gain associated with our merchant service joint venture transaction. Turning to our 2025 outlook on slide sixteen. Starting with net interest income, we currently expect net interest income for 2025 to be roughly in line with full-year 2024 net interest income of $47.7 billion.

While there's several moving pieces of why we currently expect net interest income to be a little lower than we've discussed in April, The largest driver is that we have dedicated more balance sheet to our markets business than we originally assumed, including supporting stronger client activity in products like commodities and rates, which can be low which can have low or non-earning assets. The cost of funding this activity results in lower net interest income, while most of the revenue generated is recognized in noninterest income. Our updated expectation still assumes net interest income gross sequentially in both the third and fourth quarter of this year.

We are only halfway through the year and several key variables including net interest income remain uncertain. We will closely monitor how these assumptions evolve over the remaining of the year. We still expect 2025 non-interest expense to be approximately $54.2 billion. In summary, our second quarter results reflected the consistent progress we've been making to improve our financial performance.

Compared with a year ago, we had double-digit growth in net income and diluted earnings per share grew revenue including fee-based growth across many of our businesses maintained our expense discipline, improved our credit performance, and reduced common shares at Now that the asset cap is lifted, the management team has more time to focus on our growth initiatives and we'll have we will also have the flexibility to allocate more capital to growing our balance sheet, including deposits, loans, and trading assets. We will now take your questions.

Operator: At this time, we will now begin the question and answer session. If you would like to ask a question, please first unmute your phone and then press star one. Please record your name at the prompt. If you would like to withdraw your question, you may press star two to remove yourself from the queue. Once again, please press star one and record your name if you would like to ask a question at this time. Please stand by for our first question. Your line is open, sir.

John Pancari: Hi. Good morning. Mike, thanks for the explanation. You know, on the NII outlook is helpful. The markets piece of it, Just on the non-markets NII, could you talk about what kind of loan growth assumption you kind of built into the NII outlook for the back half of the year and how that connects to what you saw in terms of loan growth in the second quarter?

Mike Santomassimo: Yeah. Sure, John. Thanks for the question. You know, when you break apart the portfolio, on the consumer side, we're not you know, on the mortgage portfolio, we expect that'll likely just you know, continue to, you know, come down just a little bit. In the second half. I think you should see a little bit of growth in card Some of that season seasonality in terms of, you know, what happens as you go third and fourth quarter spending. And then we started to see some growth in auto, small, but started to see that turn. So, hopefully, that will continue to grow in the in the second half of the year.

But relatively modest in the overall balance sheet. On the commercial side, we do expect to see some, you know, modest growth as we go into the rest of the year. I think it likely comes from the same places, at least in, you know, at least as we come into the third quarter, you know, mostly in the corporate investment bank. Hopefully, we'll start to see some of the commercial bank customers borrow a little bit more as well. But I'd say overall, still relatively modest. But as you get to the end of the year, you know, hopefully, you know, if things play out, we'll start to see a little bit more activity more broadly.

John Pancari: Okay. And then maybe you could just give us your thoughts in terms of total revenue. I know you don't give total revenue guidance, but just maybe when you look at your own internal projections and budgeting, how is the revenue outlook for this year shaping up? What are the puts and takes relevant to your expectations if we think about the year so far?

Mike Santomassimo: Yeah. No. It's a it's a it's you know, as you sort of break apart, like, the pieces, you know, we talked a bit about where NII is coming out at this point. I think when you look at the fee side, you know, the biggest you know, go through the biggest line items. You know, and you look at, you know, the investment advisory fees, you know, the market been very supportive, you know, as you look at, you know, the rest of the year.

And so you know, you can easily sort of model what the third quarter looks like based on where the SED where the markets ended, you know, already given most of the fees are already sort of certain. And then and so as long as the market sort of holds up or grows a little potentially as you go into the fourth quarter, that should be you know, constructive. You know, you start breaking down, you know, deposit fees, card fees, you know, all that stuff, you know, plays into some of the seasonal activity that we'll see in the third and fourth quarter.

And I'd say largely those things are kinda playing out pretty close to what we modeled, you know, depending on the month or quarter, maybe a little bit better, but they're playing out know, largely as we expected. You know, across most of those. And then it's really sort of trading line. And that'll be driven by, you know, what kind of activity and volatility we see in the market. But I think, you know, we've had a pretty constructive environment now for a couple quarters. Hope of that continues. And then I think lastly, just, you know, we'll see how the year comes out on the equity securities gains that we saw.

We did see some modest gains in this quarter. You know, big improvement relative to what we saw last quarter. You know, as the market, you know, remains constructive that, you know, hopefully, that will continue as well.

John Pancari: Okay. And I guess just to clarify, Mike, you mentioned you used previously say that your NII guide assumes the asset cap remains in place. Now we relax that assumption. The outlook's a little worse. It just this counterintuitive mix shift that you're gonna grow the capital markets balance sheet, but it's gonna come in fees?

Mike Santomassimo: Yeah. I would well, I'll remind you first that it's been off for, what, six weeks now? Five and a half weeks, six weeks? And so I do think it has been off for a very short amount of time. And, you know, I think what's happened, you know, as we sort of looked at and some of this started in the you know, towards the end of the first quarter, early second quarter, and we sort of talked about it in some other public you know, forums. You know, we've seen some increase in the activity, and that's what's causing it.

You know, that's the by far the largest driver of what's causing it to move down a little bit. From the low end of the range that we talked about in April. And so and as we said, like, you know, that's largely offset in fees, you know, on those because you get paid in fees for some of those for some of that activity.

Charlie Scharf: Yeah. And let me just add a little hey, John. It's Charlie. Let me just add just a one thing here, which is as we look forward to the end of the year, we have so far assumed I would describe it as a very small increase in the overall size of the balance sheet. So we do assume it grows above what used to be the cap, but not in any really meaningful way. And when we look at where that growth is coming from, you know, part of it is the loan growth that Mike spoke about earlier. But we had been and assumed that we dedicate know, balance sheet to our market's business.

And as we think about that, we're not focused on maximizing net interest income. We're focused on maximizing returns, how much money we make overall. And so we'll try and, you know, do as good a job as we can going forward giving some more clarity on how we intend to use that balance sheet, how it can affect the different pieces. But that is you know, it's a little bit of what we saw during this past quarter, and it's the way we're thinking about the rest of the year.

John Pancari: That's really helpful. Thank you.

Operator: The next question will come from Scott Siefers of Piper Sandler. Your line is open.

Scott Siefers: Good morning, guys. Thanks for taking the question. Was hoping, Mike, maybe we could approach the NII question maybe, I guess, a little differently. I guess, what are if loan growth in second in the second half will only be kinda modest, what are the other factors that will allow NII to grow? Because I think you'll still need to average few percent higher in the second half than you just did in the second quarter. So just trying to understand what the major puts and takes are within there.

Mike Santomassimo: Yeah. Scott, it's a little bit of a lot of things, right, that will sort of add up to some growth each quarter. We do expect deposit cost to continue to come down. We do expect to see some loan growth you know, come through. We do expect which will be a driver. We do expect you know, to see, you know, further repricing of this securities, you know, portfolio. So it really is, you know, a little bit of a little bit of a lot of things plus some, you know, deposit growth as we go into the end of the year.

And so I think all of that sort of adds up to, you know, seeing it grow sequentially each quarter.

Scott Siefers: Okay. Perfect. Thank you for that. And then, Charlie, maybe just sort of a top-level thing with the asset cap now off. I guess one of the questions that I get pretty to revisit medium-term return targets. Do you have any broad sense for sort of where you are in thinking about that kind of dynamic?

Charlie Scharf: Sure. I guess a couple of things on that. I think, you know, you didn't directly ask the question, but let me just maybe talk for a second about capital levels. Because capital levels obviously know you know, dictate know, returns to a certain extent. And so, you know, with what's hap you know, we you know, we've certainly seen a lot of change you know, over the past quarter or so. You know, obviously, we've got the ability to rethink how we use balance sheet with the asset cap.

And I do just wanna remind people that, like I had said, very consistently over and over and over again, when the asset cap is lifted, it's not like this light switch is gonna go off and all of a sudden, things are gonna dramatically change. We didn't know exactly when the cap was gonna be lifted. We didn't wanna get ahead of ourselves. And so we're very carefully thinking through how we use the additional capacity to help grow the company. And so we expect that to happen over time. We, you know, we never wanted to lead people to believe that there'd be any major change in the next week, the next month, the next quarter.

But it certainly does open options for us to grow and increase returns beyond what we've seen in the past. And so now that it's off, we're gonna be thoughtful about it. And as we go to our planning for next year, like, this is the perfect time, we will know, do our best to talk more about it and provide more clarity broadly to everyone. So we can create a level of understanding there. We have the lower SCB. Which, you know, is it's you know, it is a huge decrease. You know, after a significant increase from the year before. Which we commented in the year before, we didn't understand why we saw the increase.

As we think about how that impacts where we should be running our capital levels, We wanna take a little bit of time to let the Fed go through its process, both on CCAR and on the work they're doing on capital requirements. So we can try and get an understanding of what the right long-term level of capital is. So they've said that they're gonna provide more transparency on CCAR. Whether it's the underlying assumptions, the models, things like that. That'll be extremely helpful for us so that we're not constantly readjusting capital targets on a yearly basis in any material way in our view we haven't materially changed the risk of the company.

So, you know, that'll be forthcoming, hopefully, over the next couple of months as you know, the work they're doing on capital. So know, that'll allow us to come back with a more definitive point of view on where we should be running capital. But, certainly, all these things are, you know, lower levels where we had been running it because of the increases that we saw. So you know, that allows us to you know, deploy excess capital either organically or through buybacks. And so we do expect to get there.

And then just, you know, more specifically to your question, we've also said very, you know, very clearly fifteen percent is a, you know, is not the it's an interim target. It's not the final target. Once we get there, it's a good time to revisit where we go. So both through hopefully some, you know, increased returns that we're seeing in terms of how we run the business, know, running at some point with lower capital returns, we believe we'll be consistently at that fifteen percent. And then we'll provide more information on you know, where we go from there, you know, which obviously be, you know, a higher number, not a lower number.

Scott Siefers: Alright. That's perfect. Thank you both very much.

Operator: The next question comes from Ken Usdin of Autonomous Research. Your line is open.

Ken Usdin: Hi. Thanks. Good morning, guys. Just one more question on capital. You know, given what all you just said, try Charlie, and that we still have now really big amount of capital. The buyback in the second quarter was a little smaller than the first, and loan growth, as you said, looks like it's getting better, but not that quickly.

So should we can we expect that you might do more in terms of the buyback in advance of kinda getting that final zone of where you wanna live given that you just have it seems like you have enough capacity to do kind of all things you would wanna do in terms of growing the balance sheet and also returning more?

Charlie Scharf: Yeah. I listen. I don't think we wanna, you know, don't think we wanna give a specific forecast on how much we intend to do, but to your point, we have more capacity, not less capacity. You know, the price of the stock does matter. And so we'll be thinking about that. And I think we'll go from there. But, you know, I think, you know, the you know, we how I describe it. I would guess I would say we don't on the one hand, we don't feel like we need to deploy all of this capital immediately because we do wanna have the opportunity to use the balance sheet to grow and do interesting things.

But I've also said that we don't intend to you know, to do anything dramatic. And so that does create more opportunity to buy stock back. But, again, the way we're thinking about it is we wanna first use the capital that we have to grow the company organically. That's what allows us to know, produce the right kind of returns. It allows us to create the ability to increase the dividend and, you know, buying stock back is kinda what we're left with.

So I you know, what we hope the answer is and what, you know, what certainly seems like is we'll have the ability to do all of those things to a greater extent than we've been able to do in the past, and we'll just be very hopefully, be very thoughtful about the timing.

Ken Usdin: Got it. And on one of you've laid out all the organic potentials in the past, but the one I wanted to ask you specific about is on retail deposits. Where there's it's obviously a strong competitive landscape and a lot of banks still building branches in other territories. You've talked about how that consent order coming off last year has helped you kinda just go to market in a in a broader sense. But, like, how will that manifest itself in terms of just retail deposits growth? Can you see do you expect an acceleration there in either, you know, net new checking or just overall deposit growth taking on the retail side? Thank you.

Charlie Scharf: Sure. Yeah. I mean, the yeah. I mean, I think the answer is as I said, I think if you just know, a little bit of you go back for a second is, you know, when we had the sales practices consent order, it was specifically, you know, driven by know, some of the, you know, the things that happened in those businesses. And so we had to be very, very careful about what we did. We scaled back an awful lot of stuff. Which stood in the way of our ability to grow.

And then even as that order came off, recognizing we had a deposit cap, Well, I'm sorry, an asset cap, which effectively can be a deposit cap, we were even though we were adding back some of the things that would actually help us grow quicker, know, we were you know, very careful about not doing too much too quickly because you have a constraint, you just don't wanna bump up against that constraint. So, you know, the activities that we've kinda reinstated inside the consumer business have to do with reporting. They have to do with the way we manage the business. They have do with the way we pay people.

And so you're starting to see increased net checking account growth. We're focused on, you know, primary check account growth. That should and we believe will lead to higher deposits. That you're you know, what you'll see is you're gonna see more marketing, you're gonna see more aggressive marketing, You're gonna see more merchandising in our branches. You're gonna see more local advertising as well as national advertising, as well as just you know, expansion of footprint in areas, you know, where we think we have room to grow. And so those are all things that we've been, you know, have been very, very cautious about doing up till now.

And with the value proposition that we have for our customers in strength of the brand and the great quality of the people here, we think we'll be able to compete very effectively I remind people, we're not competing with a small number of banks. We're competing with a lot of banks out there. That we believe we have a better value proposition for.

Ken Usdin: Got it. Great. Thank you, Charlie.

Operator: The next question will come from Ebrahim Poonawala of Bank of America. Your line is open.

Ebrahim Poonawala: Hey, good morning. I just wanted to follow-up, Charlie, on what you said in terms of in one of your responses around nothing's gonna change dramatically. Fifteen percent raw c was, like, step number one, which you were at two q again. Just one quarter. Appreciate that. But I think we are half full way of to look at this you mentioned the word grow aggressively many, many times on the call.

And I think the concern from an investor standpoint is a lot of this growth may come from a cost of ROTCEA, I don't think that's what you're saying, but just give us a sense of the lens with which you're looking at these growth, beat on consumer deposits, commercial deposits, Could it be that we could see a near term hit in terms of profitability before things pick up and you gain more wallet share? Just how should we think about the impact on the next six, twelve, eighteen months of returns? And are they offsetting fact on the expense side or productivity side that could mitigate things that you do to pursue growth? Thanks.

Charlie Scharf: Yeah. No. Thank you for the question. I mean, we don't mean to imply at all that we will sacrifice returns for growth. As we do all of our planning and we think about the opportunities, we think the things that we're gonna do to grow the company will actually be very focused on continuing to increase returns that we have. So please don't take anything that we've said as anything under that other than we continue to be very focused on those two things. You do raise the question about expenses.

We you know, we do point out in the remarks that we made that, you know, we've continue to be very, very focused on using the expense resource that we have as wisely as we can. And so that means that we are still focused on continuing to drive efficiencies in the company. And, you know, as we've done up till now, hope to be able to use this, you know, material part of the efficiencies that we continue to drive in the company as a way to pay for a lot of the investments that know, we intend to make. But that is very consistent with what we've done.

So even as we've increased marketing spend, we've you know, increased the number of hires that we have in the corporate investment bank. We've increased the hires in the commercial bank. We've increased the number of bankers that we've had in the consumer business. We've increased the number of financial advisor that we have we haven't stood up and say that those things are dilutive to returns. It's, you know, it's it's it's it's just the opposite. We've been able to do those things because we're driving efficiency elsewhere in the company, and those things will drive you know, increased revenue over a period of time and ultimately higher returns.

And so we're continuing to think about those things you know, the exact same way we've been thinking about them. And I would just say that we, as I've said, every quarter, including, I think we said it on the last quarter, we continue to feel like there are significant opportunities drive efficiencies in the company. Both traditionally and through technology, including AI. The only thing I'll just make sure just make sure we're clear on is yes, we had fifty percent RO two c in the quarter. But we also recognized that we had to gain in the in our merchant services business. So we don't really think about that as ongoing.

So, you know, we would say it's, you know, it's a little, you know, still a little bit lower. Even though we were running capital levels set, you know, the know, before the SCB adjustment, was put in place.

Ebrahim Poonawala: Got it. So thanks for walking through that. And maybe a separate question Mike, for you on in terms of NII, the market's view on what the Fed might do keeps changing. I appreciate that. But remind us in terms of asset sensitivity as we put into context, like the sequential growth in NII in the back half and maybe into next year. But how should we think about what three or four rate cuts would do to the balance sheet and the ability to maybe offset that given the growth outlook that you have so Thanks.

Mike Santomassimo: Yeah. Look. I mean, we're you know, we look at, you know, the implied forwards and with the market's pricing in on cuts obviously. And so that's all sort of embedded in sort of the view of where NII is sort of trending as we look in into the, you know, latter part of the year. Obviously, you're you know, even with that, you're still gonna see you know, you're gonna see pricing come down on the positive side and the commercial you know, businesses. You're gonna see, you know, continued repricing on the on the fixed you know, for on the fixed assets, you know, components of the balance sheet.

And then you're gonna see you know, hopefully, start to see some more growth come out of it. That will also help from an NII perspective. And so all those things will you know, should be constructive as you look forward despite what could be, you know, rates coming down a little.

Ebrahim Poonawala: No. Thank you.

Operator: The next question will come from Matt O'Connor of Deutsche Bank. Your line is open.

Matt O'Connor: Good morning. I was hoping you could just provide some clarity on the net interest income ex markets this quarter. Having a hard time finding that. And then maybe just give the guidance or comments on kind of the four year guide on the IX markets. Just to clarify?

Mike Santomassimo: Yeah. We don't we don't break out the components in total, you know, across markets versus non-markets. That's not something we've historically done. I think when you look under what's happening, you know, in the it NIIX, markets. There's lots of puts and takes, you know, across the across the balance sheet. I think if you know, look at the kind of rates in general, are sort of about kind of what we expected plus or minus a little bit. Like, so that's, you know, you know, the change in rates that we've seen throughout the year is not you know, not impacting sort of our guides really in any significant way.

You've seen slightly higher payment rates in places like credit cards, so that's probably muting balances there just a little bit and, you know, as well as some other you know, factors there. And so loan growth, you know, depending on the you know, outside of card, has been a little bit slower, you know, to deposits are sort of mostly behaving the way we thought. We're not seeing any significant or we're seeing really the trends of any cash rebalance into higher yields. It's sort of been stable now for a bit. For a number of quarters. And so we're not seeing that change in any significant way.

And so I'd say overall, the trends are you know, ex markets are pretty stable to what we've seen over the last couple quarters and largely consistent with what we've expected to see, you know, with a few puts and takes across, you know, the different portfolios.

Matt O'Connor: Okay. That's helpful. And I'm sure you guys have heard it before, but just as you grow in the training business, I think the clarity on the trading that I over time would be helpful. And then just separately want to ask about the lower tax rate this quarter. And somewhat related just the impact of the new legislation reducing clean energy tax credits. I think there's some kind of puts and takes there as you think about some stuff going away and some stuff that you might be able to do that you're not doing now. So just a broader tax this quarter and going forward. Thanks.

Mike Santomassimo: Yeah. On the last piece, on the tax credits, you know, that'll that'll be a few years out before you see anything, any real impact that in terms of new projects that will come on. So it'll be a little bit it'll be a while before you start to see that matter much. The broader bill doesn't, you know, have a lot of direct impacts relative to the taxes other than the tax credit piece. Few small things. You know, I think just more broadly on the on the tax line, There's always there's always puts and takes on tax line, you know, given how big we are. Yeah.

There's a few things in the in the quarter that probably brought the tax line a little bit you know, the tax rate down a little bit lower than, you know, what you see, you know, over a longer time period, including, you know, a California tax change that sort of changed the way they do revenue attribution, a few other sort of wonky items that sort of, you know, change it. And so our view on the tax rate over a longer period of time is still you know, high kinda high teens. You know, tax rate is sort of, you know, the probably the right place given what we see, you know, over a longer period of time.

But it but there always seems to be a, you know, stuff in the each quarter sort of changes out a little bit.

Matt O'Connor: Okay. Thank you very much.

Operator: The next question will come from Erika Najarian of UBS.

Erika Najarian: Hi. Good morning. I wanted to ask another question about capital Charlie. You know, I everyone appreciate that the regulatory reform is influx. You know, you mentioned earlier, you know, an eight point six percent minimum on CET one. And your current CET one level implies a hundred forty basis point minimum to that nine point seven.

I'm just wondering know, as we think about where you should operate going forward, are you saying that you wanna take the time to make sure that eight and a half percent is something that know, is a little bit sustainable when, you know, when if we get GSEB reform, if we get more comprehensive stress test reform, And if that's the case, is a hundred forty basis points still an appropriate buffer you know, which would imply that your sort of minimum would buffer would be about ten percent.

Charlie Scharf: So listen, I think what I tried to answer this before. I think the way we're in a period so we're in a period of time where we have seen over, you know, a thirteen month period, we've seen our capital requirement go up, like, a hundred and I'm sure it go up. It went up ninety days. Hundred and ninety days. Ninety days. Hundred ninety base. Ninety. Ninety basis points. And then we saw it come down a hundred and twenty basis points. The Fed has said that we're gonna give you more information which would be super helpful to us so that we can understand the future volatility looks like.

One would presume that with this administration and the types of things that they're saying, that the lower level is probably more indicative of what the future would look like rather than the higher level. We just don't think it makes a whole lot of sense to come and say, well, here's how we're gonna here's a number that we're gonna run with capital until we avail ourselves of the information that they tell us they're gonna give us. So trying to, you know, directionally, you know, lower is the direction we're going, but we don't want it to be moving target every quarter where we tell you something different.

We don't think that's, like, the right way to provide you know, the kind of information to you that we should be providing. So we just wanna take that time to understand what the right level is, and we will also be thinking about you know, with other changes that they're making and any other changes to these moving pieces, what the right buffer will be. But directionally, you know, lower is certainly you know, where things are going. But we don't know enough to actually tell you what that number should be yet. And the good news is, right, we have a ton of excess capital.

We have more flexibility to deploy it to help support clients and, you know, the, you know, the broader you know, economy here. Right? And so that should give us more opportunity to use it. And then yeah. We'll we'll bring it down. What and I think we've we've shown over the last you know, five years that, you know, we are not shy about returning capital back to shareholders. You know, through buybacks when, you know, when we feel that's what that's appropriate. And so, hopefully, we can get that come through over the quarters. We live in, like, a really I mean, for us, like, this is an incredibly interesting and fun time.

I mean, you know, we're sitting here where even with the constraints that we've had, I think we've, like, you know, started to show that the things that we're doing have the ability to drive you know, higher revenues across the company, regardless of what's happened in the NII cycle. So we spent a lot of time talking about the things that we've been doing to, you know, to focus on growing non-interest revenues, which have been which we've been doing because they're strategic opportunities not just because of the balance sheet. Those strategic opportunities haven't changed, and those will continue to be there for us.

So we're still incredibly focused on increasing the noninterest revenues of the company as we've seen we've been able to do We're starting to see some loan growth. Yes. The loan growth hasn't turned out this year be as much as we otherwise would have hoped. When we first set our targets. Our guidance. But, you know, overall, where we sit today and the types of things that we're seeing is, you know, certainly marginally better. Than what we had seen in terms of what we're seeing. We're starting to see deposit flows as we've talked about. We've got new account growth. We've got expenses in check. Credit is performing well.

We've got more capital than, you know, we had the last time we had the conversation. We have less constraints. So, you know, for us, as we sit here, even though, you know, there's a lot of work for us to do and we've got a lot to prove, we understand that. Those things all line up to, you know, be pretty exciting for the management team here.

Erika Najarian: Agree with that. Thanks so much.

Operator: The next question will come from Betsy Graseck of Morgan Stanley. Your line is open.

Betsy Graseck: Hi. Good morning. Good evening. Charlie, I had a question about just how you're thinking about the arc of expenses over the next period of time, call it a year or two. With the asset cap removal, underlying question is, are there efficiencies that can be generated from investments you had to make that were unique to the asset cap period? And if so, with those efficiencies, is there reinvesting in everything you just mentioned on, you know, headcount to drive revenues, or is there a technology angle to some of this reinvestment that we should be expecting? And how are you positioned for generating efficiencies from AI? Thanks.

Charlie Scharf: Sure. Let me start, Mike, and then you pick up because I've been getting all the questions here. So first of all, on the question of expenses related directly to the asset cap, We would the way so first of all, it's important to point out that the consent order that had the asset cap is still in place. And just as a reminder for those that haven't followed as closely as we do, asset cap gets lifted when we adopt and implement the series of things. And then the full order gets listed when the regulators view it as effective and sustainable. We obviously feel really good about the progress that we're making.

We feel very comfortable that we're getting there. But until that order is lifted, gotta be very, very careful about just changing anything because of the plans that we put in place and the way we and the regulators go back validation. So we're not assuming that there are and that anything materially changes up to this point, you know, until that happens, even then we'll be very, very careful. As we think about the opportunities to drive efficiency, when we talk about the fact that there's still substantial opportunities away from our ability to just do things more efficiently from a risk and control perspective.

And so we're continuing to focus on driving those things across the company, what you've seen kinda quarter on quarter on quarter is know, where headcount has come down using attrition much as we can as our friend to create those efficiencies. And, yes, technology will be able to help that trajectory continue even more. We wanna be careful about giving any long term guidance beyond this year on expenses, which is why we've stopped because as we said very consistently, we really like the idea of going through the planning cycle being able to take a look at what we want to invest in, what we think we can drive in terms of efficiencies, and then give a number.

But I would say the same thing that we said is similar to the question that Abraham was asking before. We're very, very conscious of the fact that the expenses are an important lever for us. For us to be able to increase the returns for the company. And so hopeful we'll be able to create the right kind of balance by increasing the level of investments while we're keeping expenses in check-in. Focus on not just driving more growth, but driving higher returns in the shorter and medium term as we've tried to do it till now.

And Betsy, I have to say from an AI perspective, it's very early to see any impact of any significance from AI, but we've got you know, capabilities and pilots you know, in our branch system, in our op system, in our call centers, you know, really across anywhere where you've got anything manual and a lot of people. And those things are starting to mature a little bit very early, but you're starting to see, you know, some of the benefit you thought you'd see in terms of efficiency start to come through in some of the early use cases, but it's super, super early. And I think the impact will build over time there.

Betsy Graseck: Okay. Thanks. And I know you said that you would address the Roth's target when you hit the fifteen percent, which you did this quarter. So can you give us a sense of the timing when we should expect that you would be revisiting that target?

Charlie Scharf: But just as a reminder, the fifteen percent that we've got reported this quarter did include the merchant services gain. So, again, we try and be, you know, as transparent as we can and look through that and some stuff you saw in taxes. So we don't we're we're not declaring victory on getting to the fifteen percent yet. And then some maybe as we get towards the end of the year and we talk about next year, we'll talk a little bit more about the timing on those things and recognize that people wanna understand a little bit more about how we're thinking about the future.

Betsy Graseck: Super. Thank you. So maybe the January call post the strategy deck.

Charlie Scharf: You just won't stop. I mean, we'll we'll see. We'll see.

Betsy Graseck: Okay. No. Thanks.

Charlie Scharf: Yeah. I we hear you, though. Thanks.

Operator: The next question will come from John Pancari of Evercore ISI. Your line is open.

John Pancari: Good morning. Just wanted to see if you can give us a little bit more color on the loan yields this quarter. The looks like they were relatively flat. I guess, overall, would have expected an increase given the some of the front book back book dynamics could you maybe talk us through some of the puts and takes and your expectation as you look out given the rate environment in the curve outlook as well?

Mike Santomassimo: Yeah. I mean, when you look at when you look at, you know, spreads that are you know, you particularly on the commercial side, John, it's still very competitive. And so, you know, there's been a couple spots where you see a little bit of widening of spreads, but not a lot. In most cases, it's, you know, what's holding spreads to be as tight as they are is really the competition we're seeing across the space particularly in the middle market commercial banking side of things. And so that's that's what's driving it when you look at that side of the house.

John Pancari: And is that did that competition intensified to a greater degree than you may have thought But it seems like, you know, higher a higher loan yield expectation would have been imperative soon.

Mike Santomassimo: No. It's been pretty consistent now for a number of quarters. Right? It ebbs and flows a little bit depending on which part of the country or which segment you may be talking about. But it's been the competition's been pretty intense there for a while. And so you're just not seeing sort of the widening that you might if in sort of a slowing, you know, economic environment, that's just not materializing that way.

John Pancari: Okay. And then I'll my follow-up would be related to that too. Like, where are you seeing that competitive pressure come from? Is it private credit? Is it other types of non-banks? We've heard some setting, you know, insurance players stepping up again in certain parts of real estate. Are there areas that you'd flag? And then has that impacted anything around loan growth expectations? Thanks.

Mike Santomassimo: Yeah. Actually, it's still the primary competitor particularly when you're talking about the middle market, you know, commercial bank or other banks. You certainly see, you know, other non-bank players that, you know, at times in certain pieces of it, but the primary competitor still is other banks, you know, and they vary depending on part of the country you're in, obviously. But I think that's what that's what's what's driving it mostly.

John Pancari: Okay. Thank you.

Operator: The next question will come from Gerard Cassidy of RBC Capital Markets. Please go ahead.

Gerard Cassidy: Hi, Mike. Hi, Charlie. Mike, you talked about the growth in the commercial and industrial loans in the quarter. It was for on the into where you saw that in that segment of the commercial and industrial loan portfolio growth?

Mike Santomassimo: Yeah. Sure. It's a it's a little it's across the board in a in a bunch of sectors, you know, Gerard. But, you know, I'd say we're seeing growth in places like fund finance, which are capital call facilities with big private equity firms. We're seeing you know, we saw a little bit of growth in probably three or four sectors across, you know, the large corporate space, including TMT and industrials, health care. So a little bit, you know, a little bit across the board. You're also seeing some more asset-backed loan growth coming out of our markets business. Across, you know, whether it's mortgages or other types of, you know, collateral.

A lit a tiny bit of, you know, growth in prime brokerage. So it really is sort of across, you know, across the board in terms of a number of different areas within the corporate investment bank.

Gerard Cassidy: Very good. And you guys have talked a lot about improving and efficiencies and in and improving profitability of with the asset gap being lifted. Kind of a pivoting question. You talked about exiting the rail equipment leasing business and you've exited other businesses over the years. Are there any other businesses left that are not meeting your internal profitability targets possibly that could enhance the longer term profitability, like, of the company? Or is this essentially at for divesting of different segments?

Mike Santomassimo: Yeah. The rail portfolio was really the last thing of any size. I mean, we, you know, we looked at the businesses, you know, a few years ago now and sort of the what's methodically sort of worked our way through, you know, each of each of them. And really the rail portfolio is sort of the last of those.

Gerard Cassidy: Very good. Thank you.

Operator: And the last question for today will come from Chris McGratty of KBW. Your line is open.

Chris McGratty: Oh, great. Thanks for squeezing me in. On operating leverage a little bit more broadly, the markets feel better today and more optimism in markets, but certainly, we know that's fluid. I know you touched briefly on it, but just maybe unpacking the degree of confidence in the operating leverage over the medium term and then I guess, both sides of it, the revenue and the expenses. Thanks.

Mike Santomassimo: Yeah. I you know, look, I just come back to what we talked about a little bit earlier in the call. I think on the on the we feel know, as confident, as we can be that there's a lot more to do on the and over the last, you know, four or five years, we've we've taken out twelve billion already seen headcount come down by, you know, twenty consecutive quarters in a row. And so, you know, we're gonna continue to focus on that, and it's it's how we start all of our conversations with the business leaders and our budgeting. Our each quarter, we go through it.

And so I think there's more to do there really across almost every part of the company, and I think we'll we'll continue to drive that the same way we've done that the last number of years. And look, I think on the revenue side, you know, I just come back to the broader, you know, opportunity that we have to grow across each of the businesses. You know, how that manifests itself in any given quarter, you know, is a little out of your control. Some degree. And so given how markets can be but I do think, you know, across every single one of our businesses, there's a tremendous amount of opportunity to grow.

And so I think that's that's those two things together should, you know, provide you know, growth and profitability and returns, you know, over the long run.

Chris McGratty: Great. Thank you.

Operator: And we have no more questions at this time.

Charlie Scharf: Great. We appreciate the time and look forward to talking to you next quarter. Thank you.

Operator: Thank you all for your participation on today's conference call. At this time, all participants may disconnect.

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Albertsons (ACI) Q1 2025 Earnings Call Transcript

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DATE

  • Tuesday, July 15, 2025, at 8:30 a.m. EDT

CALL PARTICIPANTS

  • Chief Executive Officer — Susan Morris
  • President and Chief Financial Officer — Sharon McCollam

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RISKS

  • The gross margin rate declined by 85 basis points to 27.1%, excluding fuel and legal expenses. This was due to investments in the customer value proposition and an unfavorable mix shift related to pharmacy and digital growth.
  • Sharon McCollam said, Pharmacy will be the biggest driver of comparable sales growth for FY2025. She also noted the impact on profitability, stating, "There is an impact on profitability there."
  • Susan Morris stated, "We're starting to see increases in in cost of goods moving ahead," indicating that tariffs and ingredient costs may contribute to future inflationary pressure.
  • Susan Morris said, "there will be an impact from the strike that we had, during the quarter."

TAKEAWAYS

  • Identical Sales Growth: 2.8%, driven by a 20% increase in pharmacy and 25% growth in digital sales.
  • Adjusted EBITDA: Adjusted EBITDA was $1.111 billion versus $1.14 billion in the prior year, reflecting ongoing investments and margin pressures.
  • Adjusted EPS: $0.55 per diluted share, compared to $0.66 per diluted share last year.
  • E-commerce Growth: 25% year-over-year, with e-commerce accounting for 9% of total grocery revenue.
  • Loyalty Program: Membership rose 14% to 47 million. 30% of engaged households chose the "cash-off" option.
  • Pharmacy and Health Digital Platform: Grew 20% year over year, with GLP-1 prescriptions contributing approximately half of pharmacy comp growth.
  • Gross Margin Rate: 27.1%, a decrease of 85 basis points excluding fuel and legal expense; productivity initiatives partially offset this decline.
  • Selling and Administrative Expense Rate: Improved by 63 basis points, excluding fuel, due to employee cost leverage and lower merger-related expenses.
  • Interest Expense: Decreased by $4 million to $142 million, compared to $146 million in the prior year.
  • Capital Expenditures: $585 million deployed in capital expenditures, including three new stores and 36 remodels.
  • Shareholder Returns: $401 million returned through $86 million in dividends and $315 million in share repurchases; $1.5 billion remains authorized.
  • Own Brand Sales Penetration: 25.7% own brand sales penetration, with continuing expansion of product offerings and launches.
  • Net Debt to Adjusted EBITDA: Net debt to adjusted EBITDA ratio was 1.96 at quarter end.
  • Guidance Update: Full-year identical sales growth now expected in the 2%-2.75% range (previously 1.5%-2.5%). Adjusted EBITDA and EPS outlook unchanged at $3.8-$3.9 billion and $2.16-$2.30, respectively (non-GAAP).
  • Media Collective: Growth outpacing the industry with accelerated audience refinement, faster campaign feedback, and expanded digital inventory.
  • Labor Negotiations: Agreements reached for nearly half of approximately 120,000 associates covered by current negotiations. Two remain pending in Colorado and Southern California.
  • Productivity Initiatives: Targeting $1.5 billion in savings from FY2025 through FY2027 to fund growth and offset inflationary headwinds.
  • Technology and Automation: Deployment of AI, data analytics, and in-store digital tools aimed at enhancing labor productivity and operational efficiency.

SUMMARY

Albertsons Companies (NYSE:ACI) reported modest top-line gains in Q1 FY2025, driven by pharmacy and digital platforms and supported by elevated investment in price and loyalty initiatives. Sequential improvement in core grocery units was noted, although total adjusted EBITDA and adjusted earnings per share declined compared to the prior year due to margin and expense headwinds. Management raised full-year guidance for identical sales growth, citing ongoing pharmacy and digital expansion confirming earlier forecasts for adjusted EBITDA and adjusted EPS. Significant capital was allocated to expansion, technology upgrades, and share repurchases, underscoring the company’s multi-year strategic roadmap centered on digital engagement, labor productivity, and national buying scale.

  • Susan Morris said, From FY2025 through FY2027, we expect our productivity engine to deliver $1.5 billion in savings, earmarked for reinvestment in growth and cost-offsetting measures.
  • Susan Morris indicated that the e-commerce business is near breakeven and improving. Profitability advances attributed to volume leverage and operational efficiencies.
  • Store and digital platform integrations -- including app-based meal planning and omnichannel features -- are positioned as key enablers for cross-selling and customer retention.
  • Management stated that gross margin investment and expense leverage dynamics will gradually improve as national buying and productivity initiatives ramp in the second half of the fiscal year.

INDUSTRY GLOSSARY

  • Identical (ID) Sales: Comparable store sales, excluding fuel, reflecting performance at established locations over consistent periods.
  • GLP-1: Glucagon-like peptide-1 agonists prescribed for diabetes or weight management, which have recently driven pharmacy sales comps.
  • Media Collective: Albertsons’ digital retail media offering that monetizes first-party data for marketing and advertising partners through targeted campaigns.
  • Own Brands: Private label product categories owned and distributed exclusively by Albertsons Companies, Inc.
  • Adjusted EBITDA: Earnings before interest, taxes, depreciation, and amortization, adjusted for non-recurring and certain other items.
  • Shrink: Inventory loss due to theft, damage, or administrative error, a key factor in retail profitability.

Full Conference Call Transcript

Susan Morris: Thanks, Cody. Good morning, everyone, and thanks for joining us today. In the first quarter, our teams delivered solid results with ID sales growth of 2.8%, adjusted EBITDA of $1.11 billion, and adjusted earnings per share of $0.55. These results again demonstrate gradual and incremental progress against our five strategic priorities, which include driving customer growth and engagement through digital connection, growing our media collective, enhancing the customer value proposition, modernizing capabilities through technology, and driving transformational productivity. Within these priorities, our four digital platforms continue to be the catalyst for customer growth and engagement. We continue to drive increased sales, all while generating data and insights for the media collective.

Our first digital platform is e-commerce, which grew 25% and reached 9% of total grocery revenue in the first quarter. This growth was again led by strong performance in our first-party business, driven by award-winning capabilities and our fully integrated mobile app, and supported by our five-star certification program. Our focus on delivering exceptional customer service experience is fueling new customer acquisition and strengthening existing customer retention. To do this, we are continuing to enhance our digital shopping experience, including the introduction of AI and interactive features that deliver both ease and convenience.

For example, we launched our new shop assist feature, which enables a connected shopping experience that allows customers to communicate back and forth with our in-store associates throughout their order's fulfillment process. We've also created more flexibility in our basket building. Customers can now add items to their orders up until picking has started, recognizing that shoppers often think of one more item they need just after an order is placed. While our e-commerce penetration is still below industry peers, it is one of our biggest growth, customer acquisition, and customer retention opportunities for 2025 and beyond. From a profitability perspective, our e-commerce business is near breakeven and improving.

Our second digital platform is loyalty, which grew 14% to 47 million members in the first quarter as we capitalized on the simplification of our program and further enhanced the value the program offers. Members in the program today are engaging more frequently, using more of our easy-to-understand and redeem features, and spending more with us. As a case in point, 30% of our engaged households are now electing the cash-off option, reinforcing the customer's desire for immediate value. As we did last quarter, loyalty is a key enabler of digital engagement and a rich source of data for our media collectives.

Throughout 2025, we will continue to introduce compelling benefits that will attract new members, improve share of wallet, and further enable marketing and monetization opportunities for the media collective. We will also continue to simplify and expand the program to include strategic partnerships to offer even more value. Our third digital platform is pharmacy and health, which grew 20% year over year, driven by industry-leading script and immunization growth, best-in-class customer satisfaction scores, and the ongoing integration of pharmacy and Sincerely Health into our overall digital experience. Cross shoppers between grocery and pharmacy are exceptionally valuable.

Over time, these customers visit the store four times more often and buy significantly more groceries with us, resulting in outsized customer lifetime value across the entire store. For this reason, in addition to the market share opportunity competitor closings are creating for us, we're also continuing to invest in our pharmacy and health digital platform. Through this platform, we're also launching customized omnichannel benefits that are not only attracting new customers but also converting existing pharmacy and grocery-only customers to become cross shoppers. It is also helping customers to find new and personalized ways to improve their health and well-being, consistent with evolving national trends.

Our pharmacy and health plus platform is an integral part of our customers for life strategy and a significant growth and customer engagement opportunity. For this reason, leveraging our growing scale to improve pharmacy profitability over time is a key operational priority. To deliver this, we are continuing to pursue higher-margin service offerings and drive productivity through improved sourcing, increased automation, and labor optimization. This quarter, we opened our third central fill processing facility, which is reducing our cost of serve while at the same time improving overall customer experience. The fourth digital platform is the integration of the mobile app for use in our stores. We're not just selling food.

We're simplifying meal planning and making shopping easier and more convenient both in-store and online. Our app has become the epicenter of the omnichannel experience, with digital customers engaging nearly three times a week on average. What began as a tool for enabling e-commerce and delivering great deals is now a Swiss army knife of tools that makes customers' lives easier, regardless of whether they're shopping in our stores or online. These tools include best-in-class list building, personalized meal planning capabilities, powerful search and product locating capability, and an in-store mode that connects meal planning and other store-specific capabilities.

In our media collective in the first quarter, we significantly increased the high-impact digital inventory as our digital platforms work together to enrich our data and generate deeper customer engagement to accelerate growth and deliver superior return on ad spend. We'll continue to invest in building industry-leading integrated solutions that will support both endemic and non-endemic partners. These solutions include refining shopper audiences, running targeting media campaigns with compressed measurement timelines, and delivering consistent omni execution to develop personalized relationships for our collective partners with our customers. These same solutions are also providing benefits for our internal loyalty and marketing initiatives.

As we look forward, we expect the collective to grow faster than the retail media market and ultimately be one of the largest sources of fuel for reinvestment into our core business over time. To improve our customer value proposition, we intentionally invested in value, both loyalty and promotional offerings, as well as by partnering with strategic vendors to invest in price in certain categories and certain markets. We also surgically manage through the pass-through of cost inflation to further invest in the customer's needs for immediate value. While it is early, these investments did deliver a sequential quarterly unit sales improvement and over time are expected to drive greater existing and new customer engagement across our banners.

We additionally amplified our own brand presence to drive further value for our customers. Own brand sales penetration finished the quarter at 25.7% as we launched new offerings across multiple categories. We also expanded the assortment in our recently introduced Overjoyed brand and launched our newest brand, Chef Counter, a chef-inspired meal solution targeting foodies seeking fast and easy restaurant-quality choices at affordable prices. These launches, coupled with greater prominence and better value in OMEN, were increased digital and omnichannel household engagement and higher transaction counts over time. Our next priority is the modernization of our capabilities through technology.

As we said last quarter, our North Star is to use technology in everything we do, and we are energized by the progress we are making toward this aspiration. Our technology-first focus is positioning us to make a greater impact faster, allowing us to drive greater innovation at a lower cost. Our advanced technology platform, on which we are continuing to innovate, powers our e-commerce, store, pharmacy, supply chain, merchandising, and media collective operation. And is allowing us to leverage emerging AI technologies to accelerate our operational transformation going forward. We are also using our advanced capabilities to use AI agents to enhance many business functions, including pricing and promotion, personalization, customer care, and cogeneration, among others.

Driving transformational productivity is our next priority, which is an imperative to fuel our growth. Our productivity engine continues to reduce costs, offset headwinds, and fund our growth priorities. It works hand in hand with our technology modernization, including our initiatives to leverage AI and data analytics, optimize supply chain costs through automation, build out shrink and labor management tools, to name a few. In addition, the largest of our opportunities continues to be the leveraging of our consolidated scale to buy goods for resale through national buying and more efficient supplier relations.

As we previously shared, from fiscal year 2025 through 2027, we expect our productivity engine to deliver $1.5 billion in savings, which we plan to reinvest in growth and our customer value proposition, as well as to offset other inflationary headwinds. Before I hand the call over to Sharon for an overview of our first quarter and to provide an update to our 2025 outlook, I'd like to give you an update on recent labor negotiations. In fiscal 2025, we have negotiations covering approximately 120,000 associates. As of today, we've reached agreements covering nearly half of these associates, with two pending rectifications in Colorado and Southern California.

We appreciate and value our associates, and in these contracts, we are meaningfully improving wages and benefits. At the same time, we're working to negotiate contracts that are not only financially responsible but also provide the operational flexibility the company needs to streamline operations, manage costs, and offer affordable prices in a rapidly changing grocery landscape. Sharon, over to you.

Sharon McCollam: Thank you, Susan, and good morning, everyone. It's great to be here with you today. As Susan shared, the investments we are making are delivering value to our customers and adding breadth to the capabilities we need to drive future growth. During the quarter, we saw early wins from these investments, affirming our confidence in our strategic priorities and our customers-per-life strategy. Included in these wins was identical sales growth this quarter of 2.8%, driven by 20% growth in pharmacy and a 25% increase in digital sales. We also saw a sequential improvement in core grocery units.

To drive this growth, our gross margin rate of 27.1% was lower than last year by 85 basis points, excluding fuel and legal expense. Incremental investments in our customer value proposition and the mix shift impact related to the strong growth in our pharmacy and digital businesses drove this decrease but was partially offset by benefits driven by our productivity initiatives, including improved shrink expense. Offsetting this gross margin investment was a 63 basis point improvement, excluding fuel, in our selling and administrative expense rates. This decrease was primarily driven by the leveraging of employee costs, reflecting the positive benefits from our ongoing productivity initiatives and lower merger-related costs.

Interest expense in Q1 2025 decreased $4 million to $142 million compared to $146 million last year due to lower average borrowings. Income tax expense in the first quarter totaled $75 million or 24.1%, compared to $69 million or 22.3% in Q1 last year. This tax rate increase was primarily driven by a reduction of an uncertain tax position last year that did not recur in 2025. Adjusted EBITDA was $1.111 billion in the first quarter compared to $1.14 billion last year. Adjusted EPS was $0.55 per diluted share, compared to $0.66 per diluted share last year. Now I'd like to discuss capital allocation, the balance sheet, and cash flow.

Consistent with our capital allocation priorities, during the first quarter, we invested $585 million in capital expenditures, including the opening of three new stores and the completion of 36 remodels, as well as the ongoing modernization of our digital and technology capabilities. We also returned $401 million to our shareholders, including $86 million in quarterly dividends and $315 million in share repurchases, leaving approximately $1.5 billion in our multiyear $2 billion share repurchase authorization. At the end of the first quarter, our net debt to adjusted EBITDA ratio was 1.96. Now, let me walk you through our updated 2025 outlook. As Susan said, we remained focused on our five strategic priorities.

Through the balance of fiscal 2025, we will continue to invest in our customer value proposition, customer experience, digital growth, media collective, and health and pharmacy. These investments are expected to drive outside growth in digital and pharmacy, both of which drive higher future customer lifetime value but create near-term margin headwinds. We will also continue to drive our productivity agenda to fuel this growth and offset inflationary headwinds. With that backdrop, we are updating our outlook this balance. We expect identical sales growth in the increased range of 2% to 2.75%, up from 1.5% to 2.5% last quarter. This assumes continuing growth in pharmacy and digital sales, as well as gradually increasing units in grocery.

From a cadence perspective, expect the second quarter ID sales to be towards the lower end of our guidance range, with gradual acceleration in the back half of the year. We expect adjusted EBITDA to be in the range of $3.8 billion to $3.9 billion, unchanged from last quarter. As a reminder, this includes approximately $65 million in adjusted EBITDA in the fourth quarter related to our fifty-third week. We expect adjusted EPS to be in the range of $2.30 to $2.16, unchanged from last quarter and including $0.03 related to the fifty-third week. The effective income tax rate is expected to be in the range of 23.5% to 24.5%, unchanged from last quarter.

And capital expenditures are expected to be unchanged in the range of $1.7 billion to $1.9 billion. Looking beyond 2025, to capitalize on the investments we are making behind our strategic priorities, we continue to expect fiscal 2026 to coincide with our long-term growth algorithm of 2% plus identical sales and adjusted EBITDA growth higher than that. I will now hand the call back to Susan for closing comments.

Susan Morris: In closing, our customers for life strategy is working. We're investing in our core operations and improving our customer value proposition. These investments are driving increased traffic and growing digitally engaged customers, omnichannel households, and loyalty members. To fuel these initiatives, we are driving productivity and leveraging new technologies to drive efficiencies across our operation. As Sharon said, we continue to expect 2025 to be a year of investment, including enhancing our customer value proposition.

As a result, we expect gradual and incremental improvement in top-line trends in our grocery business in the second half of 2025, ultimately driving growth in line with our long-term algorithm of 2% plus identical sales and adjusted EBITDA growing higher than that in fiscal year 2026. With just over two months as CEO of Albertsons Companies, Inc., let me say that I am more confident in our strategy with each day. I'm energized by the work our teams are progressing and excited to continue building on our strong foundation. To our 285,000 great associates, I am more inspired than ever by you and all that you make possible for our customers and our communities each day.

No matter where you are across our business, you make a difference. To keep our systems running, ensure our products are in stock, and delight our customers. We will now open the call for questions. Thank you. Before pressing the star key. To allow for as many questions as possible, and one follow-up. Thank you. Our first question comes from the line of Paul Lejuez with Citi. Thanks, guys.

Paul Lejuez: Curious if you could talk about the drivers of the gross margin decline this quarter, maybe find some for us, and how we should think about each of them remaining a headwind for the rest of the year, which stay, which might go away, which become less of a headwind. Maybe that you'd start with that. And then also curious how you would characterize the pricing environment around you in the competitive landscape. Thanks.

Susan Morris: Thanks, Paul. As I think about gross margins, so I we've been very clear that our top priority is driving sales and specifically driving an increase in units. And we're investing in that and remain true to that. We expect to continue that, by the way, throughout the rest of the year. As we think about Q1, it was actually one of our largest overlaps year over year. And thus the compare that you're seeing from the gross margin investment. That said, as I mentioned before, we're gonna continue to invest in margin, but we also expect our productivity to begin to provide a tailwind as our national buying gradually kicks in as the year progresses.

Also, keep in mind, our focus is on gross margin pillars.

Sharon McCollam: On EBITDA dollars, and not on rate. You had a second question about the pricing environment and if I promotional investment from the competitive set, of course, in our own operations. We're also leaning in more heavily on loyalty on personalized deals. I would say that the pricing environment is rational. So we've not seen any broad swings across the industry at this point in time. And I would just add to that you're continuing to see pressure from mass

Susan Morris: club stores and the value players. Thank you, guys. Good luck.

Sharon McCollam: Thank you.

Susan Morris: Our next question comes from the line of Leah Jordan with Goldman Sachs. Please proceed with your question. Good morning. Thank you for taking my question. You made an interesting comment that e-com profitability is near break-even and improving. Just seeing if you could provide more detail on the key drivers supporting that improvement. You know, how much is Albertsons media collective a factor at this point? And what's your line of sight into reaching breakeven in that business? So, Leah, I think it's really important to recognize that different companies are calling e-commerce different things in their P&L's. When we are talking about e-commerce, that is specifically our e-commerce business.

There is nothing in our e-commerce P&L related to the media collective from a financial point of view. Of course, it creates data, for the media collective, and it is a major provider of information for the media collective, but from a P&L point of view, it's pure. What is driving that is volume. First and foremost. Leveraging the fixed cost of the operations of that business. Also, labor efficiency in the business. We've invested in tools and systems in order to drive efficiency and labor. And then we are also very much focused on continuing to leverage transportation costs in that process.

So it's across the P&L where we're seeing improvement, but in that type of a business where you've got fixed costs, that put the space in the stores, the real estate, because all that's allocated to that business. We are continuing to lever that. So we are getting very close to breakeven in our e-com business.

Sharon McCollam: Sharon, if I could just add to that as well. I know you touched on this a reminder that the our fulfillment model is through our stores. And our stores are already in the neighborhoods that are serving our customers. So that creates efficiencies for us, perhaps, versus some others out there. I think that's

Susan Morris: That's very helpful. Thank you. And then I just had a quick follow-up on the ID sales guidance. I mean, just seeing if you could comment on the cadence of ID sales throughout the quarter. And then with the deceleration that you're guiding in 2Q, just

Sharon McCollam: what are the key drivers of that? Are you seeing something change with the consumer? Is this related to the pharmacy business?

Susan Morris: Anything there would be helpful. Thank you. Leah, there's a couple of things. First and foremost, that compares on pharmacy you have to look at pharmacy growth last quarter, which we disclosed. So if you take a look at that, that has a major swing impact on the comp each quarter, so look at that. Secondly, from a cadence point of view, we feel pretty confident that as we progress through the year, we expect to see our on the grocery side of the business, we talked about the fact that we're expecting to see progressive units as we go through the back half of the year thus the price investment that we have spoken about.

So in Q2, we do need to keep in mind that there will be an impact from the strike that we had, during the quarter. So that'll have an impact, but we quantified that for you in order for you to help model. We said in our prepared remarks that we expect it to in the second quarter to be at the low end of our guidance range. So hopefully that will be helpful and we continue to expect to see strong pharmacy in the numbers going into Q2. Very helpful. Thank you. Thank you. Our next question comes from the line of Edward Kelly with Wells Fargo.

Edward Kelly: Hi. Good morning, everyone. I was hoping that you could maybe take a step back and update us on your price investment goals, you know, just kinda given what you have seen so far you customer response, you know, does that give you any confidence maybe to lean in a little bit more? And then as you think about know, productivity initiatives rolling in, then you think about, you know, returning to your algo next year, is it your expectation that eventually get to the point where, you know, you will continue to invest in price, productivity offsets, gross margin is a bit more stable. Curious as to how we should be thinking about all that. Thank you.

Sharon McCollam: Sure. Thanks, Ed, for the question. So, as we think about price, just a reminder, as we went into the year, we have an incredible amount of data, and our price investments are very surgical. We know the categories and the markets. Where we need to make those investments, and we've begun that process. And keep also keeping in mind too that as we talk about investing in price, it's really investing in the total value proposition. So, yes, some of it's based pricing. It's promotional, is investing in our loyalty programs as well, and, of course, focusing on own brands. To date, it's still early. In the investment process, so we'll be able to understand a little bit more.

This is certainly a journey not something that we're is a one and done. It'll be an iterative process with multiple phases launching throughout the year. Right now, we've seen sequential improvements in our unit trajectory, which is what we expected to see.

Susan Morris: We have

Sharon McCollam: been tracking our CPI versus the competitive set, and are generally pleased with what we see. But once again, it's quite early in the process. You asked about productivity, and what I would say here is as I mentioned a moment ago, there will be a tailwind from a gross margin perspective as we implement our national buying processes. But keeping in mind too that is a process. We're working closely with our vendor partners, category by category, vendor by vendor. So we expect to see that start to show through towards the second half of the year. And expect to leave 2025 going into 2026 delivering on the long-term algorithm.

Edward Kelly: And then just maybe a follow-up on the pharmacy and grocery cross-shopping momentum. I mean, pharmacy growth has obviously been know, very impressive. But the grocery, you know, business has lagged. And I'm just curious as to you know, what's happening with, the momentum of that cross shopping activity, you know, what you're doing to know, to get those customers to engage more in the store and in over time, I mean, it seems like we should expect the grocery ID to respond to all this. I'm just kinda curious as to how you are thinking about you know, the momentum there and, you know, when that really begins to improve.

Sharon McCollam: So it's to be shared with before, it does take time for our the cross-shopping to begin between pharmacy and grocery customers. That said we know what they do. They often visit the store four times more frequently. They drive outsized customer lifetime value. They and they one of our goals with all of this is, of course, getting an engagement with both center store and pharmacy. Recognizing that if they're engaging in the pharmacy side of the business, we are working to increase their engagement with higher service offerings. Test and treat is one example. Immunizations is another. From a grocery perspective, we did see positive growth in grocery in the first quarter, exclusive of our pharmacy business.

So we were pleased to see that happening there. As I mentioned before, two words, focused on creating incredible product incredible amount of productivity in our pharmacy business

Paul Lejuez: including

Sharon McCollam: improving our sourcing, buying better increasing automation, creating solutions for our pharmacy techs and teams to create to make their jobs more efficient. We've invested in three central fill facilities. In our Southwest division, in Dallas, and in Southern Washington state, which are also helping our productivity. So again, we like the total value equation when our customers engage with us in store, in pharmacy, online. That's a virtuous flywheel for us to drive ongoing growth. And productivity, by the way. So we're very excited about the future and believe in the priorities that we've laid for us.

Edward Kelly: Thank you.

Susan Morris: Thank you. Our next question comes from the line of Rupesh Parikh with Oppenheimer and Company. Please proceed with your question.

Rupesh Parikh: Good morning, and thanks for taking my question. Just going back to retail media, I was just curious how that ramp is going versus expectations so far and just anything surprising at this point.

Sharon McCollam: Hi, Pash. We are very pleased with progress that we're seeing on the media collectives. I Our growth is outpacing the industry. Our team has done a phenomenal job of condensing the amount of time that it takes for us to be able to give feedback to our vendor partners on performance of their investments. They're enhancing our digital properties. So that we have more inventory to be able to settle. And we are also working on really creating more streamlined personalization opportunities so that our vendor partners can have direct connections with the customers that they're serving. So we feel good about our progress there. But we also see that as some blue sky ahead.

We recognize that we're catching up in some ways, and our goal is to leap forward. But there's there's great progress there from the team. Great. And then maybe just one follow-up question. Just on the consumer,

Rupesh Parikh: just curious what you guys are seeing right now and with the recently passed legislation, just any thoughts on SNAP impact?

Sharon McCollam: I'll start with the SNAP impact. So for us, we have a lower penetration of SNAP than majority of the competitive set that we have. That said, that customer is very important to us. They did typically have a larger basket. They're very loyal. We'll work hard to make sure that they have the communication information they need to get access to them. To resources when available.

Susan Morris: I would also add to that there when you look at the new legislation, there is a very long ramp to implementation of many of the things within that legislation. So in the short term, we don't anticipate that being a headwind of any material amount in the short term. Thanks, Sharon. And on the on the consumer side, we continue to see the customer seeking value. We're selling more on

Sharon McCollam: promotion. That's been happening for quite some time now. We're leaning heavily into owned brands. Understanding that. And as we've mentioned before, we're proud of our own brands program that we have, but we're not satisfied with the penetration that we have. So we're really leaning in for the Q2 and the rest of the year. That's upside potential for us moving ahead. As I think about the customer, we were looking at some category information and it's been interesting. Some of our top performing categories in the first quarter was kind of a tale of two cities.

We absolutely saw increases in a shift into pork and ground beef as one example, again, indicating that the customer is looking for value. We also saw strong growth in our deli chicken business as an example. Knowing that, I think, customers are always looking for quick and easy meal solutions and with these increase of food away from home, I think inflation was almost four percent. We're absolutely providing value there.

Rupesh Parikh: Great. Thank you for all the color.

Susan Morris: Thank you. Our next question comes from the line of John Heinbockel with Guggenheim Partners. Please proceed with your question.

John Heinbockel: Hey, guys. I want to start with I think you said if maybe I heard wrong, food volumes were positive in the quarter, grew Was that right? If so, is that predominantly traffic or items per basket? And then I think your goal

Sharon McCollam: is a couple of quarters ago, you talked about fifty basis points. Is that still a fair goal? You think you can do better than that?

Susan Morris: Yeah. So, John, traffic and AIV were positive. On the units. It is a sequential improvement in units from Q4 to Q1. And that is not yet to positive.

John Heinbockel: Okay.

Sharon McCollam: Then and then follow-up is if you think about you reference technology. Where do you think the most fruitful labor productivity opportunities are? Right? I think about these you guys are promotional electronic shelf labels. You know, thinking about that. Thinking about know, automation back into the warehouses. Where are the biggest opportunities to move the needle on cost per unit?

Susan Morris: John, thanks for the question. So you actually touched on a few that are very important to us today, one of which is DC automation. We've had great success with recent launches and look forward to accelerating that agenda for a variety of reasons. Efficiency being one of them. With regards to store labor, we are so have an incredible amount of data, and I think about e-commerce as one example where we've actually been able to enhance productivity because we're able to get the data that we need to create more predictive scheduling. That's really helping us create efficiencies there. That's already underway.

In the rest of the store, and we're in the process, is actually fairly robust in center store, we're working through the fresh departments.

Sharon McCollam: So

Susan Morris: wall-to-wall forecasting is what we call it, and that's gonna be a big unlock for us. We are currently in pilot on ESL and I think it's forty stores at this moment in time, seeing great results there. But to your point, we're absolutely leaning in heavily on technology and automation of tasks where we can eliminating pain points across the organization and the existing experiments on AI across the company because we see further opportunity there for efficiency.

John Heinbockel: Thank you. And also as

Susan Morris: that over the last several years, we've invested heavily in our stores in several technologies that are used by a very large number of people in our stores. We implemented Refresh, We've implemented ordering and other types of technologies. And one of the big opportunities that every retailer has. Is the utilization of that technology and there is a full court press within the company on execution in the stores and elevating that in our stores. So we are expecting to see changes and continued improvement in the stores in the utilization of the tools we currently have. Another area that we continue to invest in you have to invest in it from two perspectives.

One is the customer experience, and one of them is from a shrink perspective. But is in the self checkout. And the various things we can do with self checkout from a customer experience point of view. Using vision AI as part of that process. We saw if you saw in our prepared remarks, that we did have some favorability in shrink. Part of that, we believe, is coming from the technology that we have invested in sub checkout.

So that is another area that it benefits you in labor in many different ways, but the key to self checkout is making sure that customer experience is as great as it can be, and we're spending time on that and then ensuring that, and I believe that will help us continue to take self checkout to the next level.

Rupesh Parikh: Thank you.

Susan Morris: Thank you. Our next question comes from the line of Simeon Gutman with Morgan Stanley. Please proceed.

Simeon Gutman: Hey, Susan. Hey, Sharon. How are you? I wanted to follow-up on pricing. Susan, I'll I ask you a about where your head is on pricing. I think you've lived in the high low environment for most of your career. So curious what this iteration looks like. Are you moving to part EDLP with Hi Lo? And you mentioned this isn't is this a one time catch up or this is iterative? And, of course, you know, open to changes down the road? And then I don't know what in the conversations with vendors, how you're communicating some of the changes as you try to work with them on the central buying.

Sharon McCollam: Damian, thanks for the question. So first and foremost, I wanna highlight the fact that and I've mentioned this a couple times and we talked about this last time. We have an incredible opportunity with our own brand. Our penetration well it's growing at 25.7% for the quarter. We should be at 30% plus. So we are leaning into that from both ends. Both from a price perspective, but also from a cost of goods perspective so we can fuel our own growth there. Going back to your price question in general, I would yes, you're right. We typically bid a high low retailer.

And if I had to describe our go-forward approach, I think we're more of a modified high low. That's that's where we're looking to achieve. And, yes, it's iterative. This is absolutely not a one-and-done. And what the team has created, which is it's actually pretty fantastic. And, Charlie, we've created a suite of tools that helps us utilize the data that we have to anticipate the changes that we're making based off of past performance of various price points understand the customer elasticities, and then feed us what those pricing changes should be to optimize unit growth, optimize profitability. And those tools are only becoming more and more robust. We continue to add to the suite.

So to I guess, to no. This is not a one-and-done. This is a new go-to-market strategy. We are deeply engaging our vendor partners, That takes time, by the way. So as we talk about our productivity, as a as a tailwind, that will come gradually over time. As we're leaning into partnerships with our vendors to say, hey, how do we do this together? We wanna move more units. We wanna move them with you. How can we lean in and create the right opportunity to grow sales and share unit sales and share collectively?

Simeon Gutman: Okay. And then switching topics for follow-up. SG and A run rate, Can you talk about I think it was up three and a half or so percent. Union contracts, I'm sure, was part of your plan at some point. Because you know when they come up and you have some expectation. Can you talk about how the unit contract could or couldn't change that run rate and any investments that come in and then you know, managing it relative to where you think comps can come in. Is it in the right range so that you could eventually leverage when you get some of the unit pickup in the back half?

Susan Morris: To me, yes. In our SG&A guidance that in our outlook for this year, we have anticipated what these increases could look like and that is incorporated in the adjusted EBITDA value that we provided for the year. As it relates to other areas in SG&A that you didn't ask about, keep in mind this quarter, we were we had a year-over-year benefit of about 63 basis points. Take a look at how much of that is one-time cost. You can see the one-time cost in our reconciliations in the press release. So about half of that comes from the elimination of departure costs. But the rest of that has been driven by productivity.

One of the big areas of productivity that we expect to see this year, early in the year particularly, is going to be in SG&A. Remember, we are materially changing our ways of working. We've had several announcements on the opening of our new headquarters in India. For technology, which we're very excited about. We are also transitioning many of our back-end accounting functions to an existing location that we have in the Philippines. And that transition is also happening. So we are making several I call we call them internally ways of working moves that are helping to offset some of the pressure that we're seeing in wages. And wages, it's your I don't wanna specifically say union wages.

It's wages in general.

Simeon Gutman: K. Thanks. Good luck.

Susan Morris: Thank you. Our next question comes from the line of Mark Carden with UBS. Please proceed.

Mark Carden: Thanks so much for taking the questions. So on the pharmacy front, how did that contribution shake out from GLP one And then for the growth outside of GLP ones, is it being more driven by newer customers or more by your engaged existing customers?

Susan Morris: The JLP one question, it's about half the pharmacy comp. So think about GLP one as half the comp. However, remember, it comes in an incredibly outsized average unit retail and script growth actual script growth outside of GLP one was also very strong Susan, do you have something you'd like to add to that?

Sharon McCollam: Yeah. So and Sharon touched on it. Clearly, the profitability is quite different on the DLT one script itself, but the customer is quite valuable. What we found is there might be an initial dip when they start shopping with us in their in their grocery basket, but that quickly turns around. And actually leans into items like supplements, lean proteins in our meat department, categories that are actually quite profitable for us as a company. Sharon mentioned our course group count GLP one is very strong.

And we're that's, again, exciting to us as customers continue to engage in our total ecosystem that adds profitability, that adds long term lifetime value, So we feel very good about where we're at the pharmacy's pace. That said, and I mentioned this earlier, we are very focused on productivity there. Improving sourcing, increasing automation, and of course, the central field that I spoke of.

Mark Carden: Great. And then on tariffs, I know that indirect impacts

Sharon McCollam: were a big unknown from the ingredient and a packaging standpoint in grocery and pharmacy. Now that we're a few months in, are you expecting this to be any more or less a contributor to inflation over the course of the next few quarters relative to what you're expecting last quarter?

Susan Morris: Thank you. And yes, as we've mentioned before, well over ninety percent of the goods we source are domestically based, but to your point, ingredients are certainly playing a factor in our CPG partners and their cost of goods. We're starting to see increases in cost of goods moving ahead, and we've got a very rigorous process of first and foremost quite frankly, just pushing back. We've worked hard and it and it showed that our price as well that we've not passed through all of the inflation that we're seeing. From a cost of goods perspective.

Our first line of defense though is to push back with our vendor partners, deconstruct the costing increase, and make sure that we're all in alignment of their back rationale behind it. Looking for alternate sources of supply or other products that we can push if the tariffs become unwieldy and then finally in certain cases, if we have to, we'll pass them on to customers but we're gonna remain very close to the competitive set, especially on key items. When I start to think about commodity items that come through, which is something we do every day. By the way. You know, this is part of our DNA.

We sell a lot of commodity-driven items, and we are very agile in the pricing process there.

Sharon McCollam: And Susan, I would just add to that. It is also having us take a look

Mark Carden: at

Sharon McCollam: what we are offering in other branch. So as we look forward and we look at the tariffs, it may be that there comes a point where we decide that an expansion in our assortment and own brands is a great solution for our customer, and we're looking at that as well.

Susan Morris: Great. Thanks so much, and good luck.

Sharon McCollam: Thank you. Our next question comes from the line of Kelly Bania with BMO Capital Markets. Please proceed with your question. Hi. Good morning, Susan and Sharon. Thanks for taking our questions. Wanted to go back to the sequential

Susan Morris: improvement in grocery units. It sounds like you were pleased with that. Just wanna clarify, would you expect that to continue into Q2, and just a pharmacy dynamic there in Q2? Just wanted to understand really what underpins that confidence regarding the stronger second half IDs, and what's the measure of that? Is that more of a grocery unit dynamic?

Sharon McCollam: Yeah. Kelly, first and foremost, in Susan's prepared remarks, her statements about the sequential improvement in units that is and we were clear. It is grocery. So when we are referring to this sequential improvement and what we expect for the balance of the year, what is important and one of our top priorities is growing units in grocery. When you now as we look for the rest of the year, we said last quarter and we continue to believe that each quarter this year, we will continue to sequentially improve grocery units.

We're making the investment in the margin We are focused on driving those units and as we get toward the back half of the year when you think about the March that remember what Susan said the productivity will start to provide a tailwind to the investment order to drive the units But we are committed to driving units through the balance of the year.

Susan Morris: Susan, do you wanna add to that? No. Sure. I think I think you said it well. The primary purpose of the investments that we're making, yes, in price, yes in loyalty, yes in home brands is literally all about driving that unit growth and driving those improvements. So we do expect it to continue We will be funding it again over time. As we mentioned, those investments and the deal with don't exactly line up. Which, again, though, fits the algorithm that we've shared.

Sharon McCollam: But that's what gives us the confidence. Your question was what gives us confidence That is why we are confident. That's that's helpful. And is there anything that you've learned as you

Susan Morris: had these discussions with, vendors in terms of more of a national buying process that makes you think about the opportunity, you know, over time and in any different way. And sizing that up in terms of the impact that could have on productivity. Yeah. So just what we're learning is we go through the process is there's an incredible opportunity for us. Right? And as you think we own our own manufacturing plants. So we understand that the more information that we can get and the further out that we're out on forecasting for our own plans creates incredible efficiencies. For production. It's no different for our vendor partners.

Who shared with us that their ability to forecast demand which by the way we're also developing have developed and then there's more in development. Various AI tools to help us create stronger and further out demand planning signals. But it's it's just a complete unlock in terms of efficiencies for everybody. It also enables us to plan further ahead and align our media collective dollars along with our digital dollars. And, of course, the cost of goods reductions that we'll see so that we can create a comprehensive program in store online to drive more traffic, and drive more units by creating this again, this total package for the customers that we serve.

Our vendors, I think, you know, we're a large company, and there are times when it's very efficient and effective for us to act.

Sharon McCollam: Locally.

Susan Morris: And be very agile, but our vendors clearly recognize that there's a significant change in our thought processes we're committed to doing this. And I'm excited about what that brings for the future.

Sharon McCollam: And in the conversations the goals that we have about driving units are completely aligned with our vendors. So we are aligned when you're aligned on the same business objective, it's very helpful and very constructive in those conversations.

Susan Morris: Yes. And to your point, sure. We have joint business plan

Sharon McCollam: goals that we put in place with most of the major CPGs. So again, we're aligned on the same targets We're leaning in together. And I really am excited about what will come in the second half of the year.

Susan Morris: Thank you.

Sharon McCollam: Our next question comes from the line of Michael Montani with Evercore ISI. Please proceed with your

Michael Montani: Yes. Hi. Good morning. Thanks for taking the question. Just wanted to ask one on guidance and then one on the trends for the consumer. So on the guidance front, there was about a forty or fifty bit increase in ID sales. But then, obviously, EPS did not change. I just wanted to confirm, is that due to the nature of the ID sales being stronger in pharma, or was there incremental investments either in price or labor as you do the union contract negotiations that caused that?

Susan Morris: Yes. So I think I think it's a blend of some of the things that you just described. Yes. Some of the growth within our pharmacy growth continues to be outsized. Right? And that's great because we love that customer. We will love that relationship. There is an impact on profitability there. Cherish, is there anything that you would add from

Sharon McCollam: I think that throughout the year, we expect this in the total comp guidance for 2025, pharmacy is going to be biggest driver of cockspur sales growth for the year. We are continuing you know what that business doing like, and we continue to believe that we are going to continue to take share from pharmacy. On the grocery side, you will see that each quarter, we expect to see gradual and incremental improvement in units and that will, through the year, bring the grocery comp as a slightly bigger percentage of the total but on the top line, you're gonna see a bit the increase that we put in the guidance for 2025 that is pharmacy.

Michael Montani: Got it. Okay. Thanks for clarifying that. And then just in terms of the consumer trends, as it relates to kind of better for you product, natural, organic, and otherwise, what percent of the mix is that for you today? You know, how is that trending? And I guess, is there any surprises that you're seeing with respect to GLP one absorption and then you know, how that's impacting consumer buying behavior. Sure. So, like, what we're seeing in

Sharon McCollam: we have a we call it Noshi, natural organic specialty health and ethnic products. And those categories are growing for us. And what we're and it's interesting as you start to break it down, I think there's a few things in play. Certainly trends for you sorry. Certainly trends in better for you products. Are strong. Also interesting though, the influence that we see from specialty items like premium sparkling water is one of our top gross categories. It's it's fascinating to watch. This one oh, I had to double check the numbers, but cottage cheese. Is actually a strong growth category. Yes.

Some of that's from the focus on protein, lower carbs, perhaps GLP one users, and then just being totally frank, TikTok is driving some of that. So we're leaning into those categories. They do lend themselves Those categories pair well with some of what we see for GLP one customers. But it goes well beyond just the GLP user. We're definitely seeing overall trends focusing on health and well-being, and that works perfectly for us. As one of our five priorities is driving a cut the customer value proposition, and creating a an environment, an ecosystem that brings customers into brick and mortar, into digital, into pharmacy and health.

Michael Montani: Got it. Thank you.

Sharon McCollam: Thank you.

Susan Morris: Thank you. Our final question this morning comes from the line of Robby Ohmes with Bank of America. Please proceed with your question. Hi. This is Kendall Tiscan. I want to Robby. Thanks for taking my question. Just have a follow-up in terms of the percent of your customers that are cross shopping

Sharon McCollam: grocery and pharmacy today versus much higher you think that number could go over time. And, basically, just trying to get a sense of after four years of pharmacy growth in the double digit range, which has obviously been a huge

Susan Morris: sales driver, but a headwind to profitability. Are we nearing a point where pharmacy could eventually start to normalize or the growth rate could start to normalize?

Sharon McCollam: Thanks. Hi, Kendall. So what we're seeing is, you know, yes, of course, the cross shopping between pharmacy and grocery is pivotal for us. We do have very strong pharmacy growth, and I mentioned a lot of that is core pharmacy business. Just to sidenote on there as well, in that core pharmacy business, we continue to strive for profitability. Stronger profitability, increasing our generics mix, improving offerings such as test and treat, immunizations, those kinds of things. And then and again, creating that linkage between store and pharmacy is critical. From a the pharmacy business, I here's what I see. There's been a experience I mean, you guys see the information out there.

There's been a serious decline in the availability of doors for customers to go to take care of their pharmacies. We think that's critical. And I believe that we're well positioned with this the steps that we've made both from an acquisition perspective meaning acquiring scripts from outside, hiring the amazing pharmacists and techs that are out there that are looking for work we need more and more of that support. So we're leveraging that and becoming know, I think we're becoming helps become an essential choice for customers. I could get my groceries there. I could meet my pharmacy needs in an environment where the doors are shrinking. Right?

We have less and less opportunity in certain markets, less choices for customers, or we're happy to be there for them. So I actually see it as a vote as a competitive advantage for us moving ahead with the investments that we've made in pharmacy. And so that, again, just I can't repeat also the enough the fact that we are striving to improve the profitability there. Again, recognizing that customer's total value when we engage them in both center store as well as pharmacy is tremendous for us. We love those customers. We want to serve them.

Susan Morris: And, Susan, I would only add also, we have invested significantly in the customer experience in pharmacy, integrating it into the total company app, and being able to serve that customer including we talked last quarter, now being able to pick up your prescription at the same time that you're picking up your drive up and go order. And as we continue to create the linkage and the ease of shopping between the pharmacy plus customer and the grocery customer, we believe that does provide incremental opportunity for us as we move forward through the year and into next year.

So these investments we're making on the digital side and linking them together with everything we're doing in pharmacy and health, and then the mobile app for use in the stores, we think that is also going to make a significant difference with these cross shopping customers.

Sharon McCollam: Thank you.

Susan Morris: Thank you. Ladies and gentlemen, that concludes our question and answer session. I'll turn the floor back to Ms. Morris for any final comments.

Sharon McCollam: Just thank you everybody for the time today. We're excited about the year come, and thank you to our associates that make all of this happen.

Susan Morris: Thank you. This concludes today's conference call. You may disconnect your lines at this time. Thank you for your participation.

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Equity (EQBK) Q2 2025 Earnings Call Transcript

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DATE

  • Tuesday, July 15, 2025, at 10 a.m. EDT

CALL PARTICIPANTS

  • Chairman & CEO — Brad Elliott
  • Bank CEO — Rick Sems
  • Chief Financial Officer — Chris Navratil
  • Chief Credit Officer — Krzysztof Slupkowski

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TAKEAWAYS

  • Net income: $15.3 million, or $0.86 per diluted share (GAAP) in Q2 2025; adjusted to $16.6 million, or $0.94 per diluted share, excluding M&A and debt extinguishment costs, in Q2 2025.
  • Net interest income: $49.8 million in net interest income in Q2 2025, with a core net interest margin of 4.17%, representing a 10 basis point sequential improvement when compared to the core margin of 4.07% in the linked quarter.
  • Noninterest income: $8.6 million in noninterest income in Q2 2025, rising $500,000 over the previous quarter after adjusting for a prior BOLI benefit of $2.2 million.
  • Noninterest expense: $40 million (GAAP) in noninterest expenses in Q2 2025; excluding debt extinguishment and M&A charges, noninterest expenses were $38.3 million, down modestly and in line with outlook.
  • Provision for credit loss: $19,000 (GAAP provision for credit loss) in Q2 2025, primarily reflecting realized charge-offs offset by a decline in ending loan balances.
  • Tangible common equity (TCE) ratio: Ended the quarter at 10.63%, up 41% from the second quarter of 2024; bank-level TCE finished at 10.11%.
  • Tangible book value per share: $32.17 tangible book value per share, up 25% from the second quarter of 2024.
  • Loan growth: Year-to-date, loan balances increased $100 million through the first two quarters of 2025. Average loans increased at an annualized rate of 6.2% during the quarter.
  • Loan pipeline: Loan pipeline measured at 75%, or $481 million, up $119 million, or 33%, from the first quarter.
  • Loan production: $197 million in loan production in Q2 2025, matching prior period levels and doubling Q2 2024's volume.
  • New loan yields: 7.17% yield for new loan production in Q2 2025, up from 6.73% in the prior quarter.
  • Deposit trends: Excluding brokerage funds, balances declined by $43 million during the quarter, due to normal commercial outflows.
  • Nonaccrual loans: $42.6 million at period end, up $18.3 million, almost entirely due to a single QSR relationship.
  • Total classified assets: $71 million in total classified assets, or 11.4% of total bank regulatory capital, remaining below historical averages.
  • Delinquency (over 30 days): Delinquency in excess of thirty days declined during the quarter to $16.8 million.
  • Net charge-offs (annualized): Net charge-offs annualized were six basis points during the quarter. Year-to-date, net charge-offs annualized were four basis points through Q2 2025.
  • Allowance for credit losses to loans: Coverage stood at 1.26%.
  • MVC Bank acquisition: Closed July 2, 2025; acquired balance sheet arrives largely in cash after prior bond portfolio sale.
  • Debt extinguishment: $1.4 million in charges incurred by redeeming subordinated debt during the quarter; refinancing expected within the month.

SUMMARY

Equity Bancshares (NYSE:EQBK) emphasized core margin expansion and adjusted earnings growth during the quarter. Management reiterated a disciplined M&A approach, citing a "high rate" of market conversations, expanding target size, and an ongoing focus on value realization without near-term regulatory hurdles being the main driver for sellers entering the market. This occurred even as nonaccrual loans rose notably due to a single large quick-service restaurant (QSR) relationship undergoing restructuring. The company highlighted a rising loan pipeline, sustained production, and improved new loan yields as signals of optimism for loan growth and net interest margin in the coming quarters, specifically referencing expectations for the remainder of 2025. Deposit migration was attributed to normal cyclical flows without underlying commercial account attrition.

  • Chief Financial Officer Navratil noted, "the MVC management team actually effected the sale of their bond portfolio prior to our acquisition of the bank. So coming over to our balance sheet, effectively, those have been monetized into cash balances."
  • The proportion of total assets based in Wichita is now less than 10% as of the Q2 2025 earnings call, with direct aerospace credit exposure reduced to under $5 million.
  • This is reflecting ongoing earning asset remix.
  • Management expects "core margin. It's kind of maintaining right where we realized it this quarter," with continued lagged loan repricing projected into 2026.
  • Chief Credit Officer Slupkowski confirmed, regarding QSR sector risk, "outside of [the single large relationship], you know, we have a lot of granularity in this portfolio. ... this is definitely the largest concern."
  • Retail deposit production generated net positive DDA account growth in the first half of 2025, as commercial deposits remained open and active despite balance reductions.

INDUSTRY GLOSSARY

  • TCE ratio: Tangible common equity to tangible assets, a measure of core capital strength without goodwill or intangibles.
  • BOLI: Bank-owned life insurance; investment vehicles banks use to offset employee benefit costs.
  • QSR: Quick-service restaurant; refers to fast food and related restaurant operations within loan portfolios.
  • Nonaccrual loans: Loans on which the bank has stopped accruing interest due to borrower payment delinquency or concern over ultimate repayment.
  • Classified assets: Loans and securities deemed at risk by regulators or internal review, requiring heightened scrutiny.
  • DDA: Demand deposit account; a checking account allowing withdrawals and transfers on demand.
  • Loan pipeline [75%]: The committed or near-committed portion of potential loan originations, representing business expected to close within a near-term window.

Full Conference Call Transcript

Brad Elliott: Good morning, and thank you for joining Equity Bancshares' earnings call. Joining me today are Rick Sems, our Bank CEO, Chris Navratil, our CFO, and Krzysztof Slupkowski, our Chief Credit Officer. We are excited to share our company's sustained strong beginning to 2025. In the second quarter, we achieved strong earnings, core margin expansion, and successfully closed our merger with MVC Bank on July 2. Limiting time between announcement and closure of our transaction has been a core competency of equity. Our work to receive all required approvals on this transaction within sixty days of announcement provides confidence to a seller and value to our shareholders.

We are proud of our teams for putting us in a position to continue to excel in this space. We could not be more excited to welcome the leadership and team members of MVC Bank. HK Hatcher, Glenn Floresca, Jeff Greenleigh, Dennis Demer, and Scott Bixler. That team coupled with Ken Ferguson joining our board are excellent additions to the Equity Bank franchise. I look forward to all they can and will accomplish as we continue to expand our presence in the state of Oklahoma. While executing on our M&A strategy, our team has also remained hyper-focused on serving the communities in which we operate. I am very proud of all that Rick has accomplished.

As he and Jonathan Roop have worked to reset and retool our retail staff and philosophy. He has also made a lot of progress with our commercial teams. Originations are growing, as are our commercial product sales. Loan balances year to date are up $100 million while deposits, excluding seasonal public funds, have held their ground. Our teams are motivated and armed with tools to meet the needs of our communities. And we look forward to continued execution on our mission. We closed the quarter with a TCE ratio of 10.63% and a tangible book value per share of $32.17.

Compared to the second quarter of 2024, our TCE ratio is up 41% and our tangible book value per share is up 25%. Providing top-notch products and services through exceptional bankers continues to be our guiding principle as we aim to grow Equity Bank. We started the year with a strong balance sheet, motivated bankers, and a solid capital stack, to execute on our dual strategy of organic growth and strategic M&A. We have executed through the first half of the year and look forward to maintaining this momentum throughout the year. I will now hand it over to Chris to walk you through our financial results.

Chris Navratil: Thank you, Brad. Last night, we reported net income of $15.3 million or 86¢ per diluted share. Adjusting for costs incurred on M&A and the extinguishment of debt, earnings were $16.6 million or $0.94 per diluted share. Net interest income for the period was $49.8 million, up $1.8 million linked quarter when adjusting for $2.3 million in nonaccrual benefits realized in the prior period. Margin for the quarter was 4.17%, an improvement of 10 basis points when compared to the core margin of 4.07% linked quarter. We continue to be optimistic about our opportunities to maintain spread and improve earnings through repositioning of earning assets throughout 2025. More to come on margin dynamics later in this call.

Noninterest income for the quarter was $8.6 million, up $500,000 from Q1 when excluding the $2.2 million BOLI benefit realized in that quarter. The increase was driven by improvement in customer service charge line items including deposit services, treasuries, debit and credit card, mortgage, and trust and wealth. Noninterest expenses for the quarter were $40 million. Adjusted to exclude loss on static extinguishment, M&A charges, noninterest expenses were $38.3 million, down modestly in the quarter, and in line with outlook. Debt extinguishment charges of $1.4 million were realized during the quarter. As the company chose to redeem our outstanding subordinated debt issue following a first capital and interest rate reset period. The plan is to refinance within the month.

As we have discussed in past calls, we are in an opportunity-rich environment and maintaining this source of capital provides continued flexibility while resetting allows for capital maintenance and a better coupon. Our GAAP net income included a provision for credit loss of $19,000. The provision is the result of realized charge-offs partially offset by a moderate decline in ending loan balances. We continue to hold reserves for any economic challenges that could arise. To date, we have not seen concerns in our operating markets that would indicate these challenges are on the horizon. The ending coverage of ACL to loans is 1.26%. As Brad mentioned, our TCE ratio for the quarter remained above 10%, closing at 10.63%.

The funds from the capital raise in Q4 to be maintained at the holding company with no current intention of pushing into the bank. At the bank level, the TCE ratio closed at 10.11%, benefited both by earnings and improvement in the unrealized loss position on the securities portfolio. I will stop here for a moment and let Krzysztof talk through our asset quality for the quarter.

Krzysztof Slupkowski: Thanks, Chris. During the quarter, nonaccrual and nonperforming loans moved up, as we saw migration of the QSR relationship we have discussed on previous calls. Nonaccrual loans closed the quarter at $42.6 million, up $18.3 million from the previous quarter. The increase is almost entirely driven by that same QSR relationship. The customer has a good path to exiting the underperforming locations over the next several quarters. We remain engaged with the borrower in a collaborative effort to pursue a full resolution through multiple avenues. Until resolution of the challenged stores is realized, classification as a nonaccrual asset is an appropriate step. Total classified assets closed the quarter at $71 million or 11.4% of total bank regulatory capital.

Importantly, classified asset levels remain well below our historical averages and continue to be actively monitored and managed. Delinquency in excess of thirty days moved down during the quarter to $16.8 million. Net charge-offs annualized were six basis points for the quarter, while year-to-date charge-offs annualized were four basis points. Recognized charge-offs continue to reflect specific circumstances on individual credits and do not signal systemic issues within our markets. Looking ahead, we remain positive on the credit environment and the outlook for the remainder of 2025. Despite some uncertainty in the broader economy, credit quality trends across our portfolio remain stable and below historic levels.

Our disciplined underwriting, strong capital, and reserve levels position us well to navigate any potential headwinds. We believe this practice and a measured approach support continued sound credit performance while allowing us to respond quickly if conditions change.

Chris Navratil: Thanks, Krzysztof. As I previously mentioned, margin adjusted for one-time items in Q1 improved 10 basis points in the quarter. The improvement during the period was driven by remixing of the balance sheet. Loans comprised 76% of average earning assets as compared to 75% in the previous quarter. Yield expansion on the loan portfolio, driven by increasing coupon results, and a reduction in both the level and cost of interest-bearing liabilities. Average loans increased during the quarter at an annualized rate of 6.2%, while average interest-earning assets increased 1.7%. The increase in margin and earning assets coupled with an additional day in the period led to core net interest income growth of $1.8 million.

As we look to the remainder of the year, we are optimistic about margin maintenance on the legacy portfolio as we see loan balance growth and continued lagged repricing on our asset portfolios. In addition to our legacy portfolios, following the July 2 closing of MVC, we will begin to realize the benefits of that transaction. While we are continuing to work through fair valuation estimates, we expect to realize margin improvement from the addition of the underlying assets and liabilities. Refer to our outlook slide for additional detail on second-half earnings expectations reflecting current estimates of the impact of MVC.

As a reminder, we do not include future rate changes, though our forecast continues to include the effects of lagging repricing in full on our loan and deposit portfolios. Our provision is forecasted to be 12 basis points to average loans on an annualized basis.

Rick Sems: Our production teams have had an excellent start to the year, as we realized loan growth of more than $100 million through the first two quarters while also maintaining deposit balance exclusive of anticipated municipality outflows. As we look to layer in the MVC footprint, their exceptional leadership team, I am excited to see what the equity team can accomplish in the second half of 2025. Production in the quarter totaled $197 million, in line with prior period organic production and twice as much as Q2 2024. Rates on new production were 7.17%, compared to 6.73% in Q1. Continuing to provide accretive value compared to current yields.

While originations kept pace, decreasing line utilization and increasing level of payoffs during the period resulted in a decline in ending balance sheet as compared to prior quarter end. Higher payoffs resulted during the period were related to positive outcomes for borrowers, asset sales, or upstream takeouts. We anticipate additional opportunities to bank these borrowers in the future. As we close the quarter, our 75% pipeline is $481 million, up $119 million or 33% from quarter one. The team continues to focus on growing relationships, deepening wallet share, and pricing for the value provided, which will benefit Equity Bank in the future.

Our retail teams entered the year with aligned direction and a framework designed to drive success throughout our footprint. The first half of the year showed positive trends in gross and net production levels including net positive DDA account production. Though we have a long way to go to meet the aggressive goals we have set, I look forward to assisting this group in realizing success throughout 2025 and beyond. Deposit balance, excluding brokerage funds, declined $43 million. Lost balances were primarily in commercial accounts due to normal outflow activities. The accounts remain open and active. With the closing of MVC, Equity adds Oklahoma City, a growing metro market, with opportunities to leverage a larger balance sheet and franchise.

While the many Oklahoma communities added continue to align with the Equity Bank mission. With Greg Kossover and H. Hatcher and all of our market leaders driving our franchise forward, we can accomplish a lot.

Brad Elliott: It is a very exciting time for everyone associated with equity. Our employee base has opportunities to grow and learn, our board is incredibly engaged and focused on what creates long-term shareholder value. The communities we serve continue to get the scale of a larger company with a small-town feel. And our shareholders benefit by continued EPS growth, market and deposit base expansion, all leading to compounding tangible book value. We are in a great position in our markets, with our organic sales team. Our management team is ready for the challenge and relishes the opportunity ahead of us. Our board has done a great job navigating a strategic path that allows us to grow both organically and through M&A.

M&A conversations continue at a very high rate. Equity will remain disciplined in our approach to assessing these opportunities, emphasizing value while controlling dilution, in the earn-back timeline. I look forward to the rest of the year and beyond. Thank you for joining our call today. We are now happy to take any questions you might have.

Operator: Thank you. We will now begin the question and answer session. We will prepare when preparing to ask you a question, please ensure your device is unmuted locally. We will make a quick pause here for the questions to be registered. And our first question comes from Terry McEvoy with Stephens.

Terry McEvoy: Hi. Good morning, everybody. Maybe start with a question for Chris. Could you just, Chris, could you talk about plans for the MVC Bank bond portfolio at MVC Bank and just overall thoughts on managing the securities portfolio in the second half of the year?

Chris Navratil: Yes. Good question, Terry. Under the terms of the MVC agreement, the MVC management team actually effected the sale of their bond portfolio prior to our acquisition of the bank. So coming over to our balance sheet, effectively, those have been monetized into cash balances. There's a very small level of securities being brought over that have just been retained for the purposes of managing pledging positions. So that cash will come into our environment with the opportunity to deploy both for securities portfolio needs as well as funding loan growth and funding other alternatives on the balance sheet.

So no specific actions needing to be taken by us at this point as it relates to their bond portfolio just based on what's actually coming over to us. In terms of managing the rest of the way, you know, the bond portfolio for us is a mechanism by which to deploy cash with, you know, an improved return potentially. But, really, the balances fluctuate dependent on need on both liquidity and pledging as well as, you know, cash balances relative to deposits. So we saw in the quarter some average balance decline. We had some purchases into the end of the quarter, which is going to grow that balance for average balance purposes going in as we begin Q3.

But that it's it's a balancing function in that portfolio where we're maintaining to, you know, kind of best leverage our cash position while also having the liquidity and the pledging required for municipality deposits.

Brad Elliott: We've got Chris, look. And then yeah. We constantly are looking, Terry, at is there an opportunistic time to rebalance that portfolio also? So if there's a thought process that we'll we come up with to do a structured treasure rebalance that portfolio, we'll we'll move forward with that as well.

Terry McEvoy: And a question for Krzysztof. Are you seeing any stress within that QSR portfolio outside of the one relationship that we've talked about for the past couple of quarters?

Krzysztof Slupkowski: Yeah. So and I've discussed this on previous calls. We do have we do see softer, you know, softer operating numbers from in that sector from, our other borrowers. When it comes to classified numbers that we have, we have one small relationship in that space. Outside of this large one that we that I mentioned. But outside of that, you know, we have a lot of granularity in this portfolio. We have diversification between the different QSR concepts, different brands, We have diversification when it comes to geography. And borrowers. So there's a lot of granularity over there and you know, this is this is definitely the one we just downgraded is definitely the you know, the largest concern.

Terry McEvoy: And maybe just one last quick one. Back to Chris. That step down in the fourth quarter as it relates to noninterest expenses relative to the third quarter, is that all cost savings from the deal? Or is there anything else baked into that decline in 4Q?

Chris Navratil: Yes. It's predominantly the impact of MVC. I think we always have a little bit of a downward trend through the year in terms of NIE, primarily in the salaries and the employee benefit line items. But most of that reduction is at the MVC savings.

Terry McEvoy: Great. Thanks for taking my questions.

Operator: And the next question comes from Jeff Rulis with D.A. Davidson.

Jeff Rulis: Thanks. Good morning. Maybe a couple of questions on the larger QSR credit. The first, is what triggered the move to nonaccrual? Is it just sort of a time, suppose, is sort of the first part? And then the second piece is, Krzysztof, you mentioned the expectation for a path of exiting some of the better locations. And I guess if there's properties that are sold, would you anticipate that can, I guess, reduce the nonaccrual amount before you kind of fully resolve the whole relationship, in other words, can we see that balance trickle down as you have progress in some of those other locations? Thanks.

Krzysztof Slupkowski: Yeah. So your first question on the nonaccrual treatment, we just got to a point of time where it was appropriate from an accounting standpoint. The loans were past due from a payment perspective. When it comes to exiting the stores, I talked about exiting the unprofitable stores. They have a market that is unprofitable for them. All of the stores in the markets are underperforming, dragging their cash flow down. So, we're working on a plan in place that they are executing or we're going to exit these stores. And then the rest of the locations are performing very well. They're able to carry the debt load that we have.

So we're not exactly sure how long this process is going to take. We think it's going to be the next several quarters, at least three quarters. To execute on this plan and then stabilize cash flow. So the hope is that once that's executed and we're in a better cash flow situation, later in next year, you know, we could potentially talk about upgrading this to accrual status.

Jeff Rulis: Okay. I appreciate it. And Brad, it sounds fairly positive on the M&A front. I'm interested in the sellers, the conversation there as they view, you know, seeing regulatory approval for deals accelerating. Is that changing the tone or bringing more folks to the table, or has it just been a pretty steady state of the folks that you talked to in terms of partnerships? Wondering if that reg approval speed is changing the tone with sellers at all.

Brad Elliott: Yeah. Let me finish on the QSR restaurant. There's several paths to resolution there. One is that they closed down the eight restaurants that are underperforming, and then the other restaurants are currently cash flowing positive today. So they actually have a really good business of their other 33 stores. And so if they cannot execute on getting things done fast enough, we're going to ask them to sell the whole package and force them into that process. So there's several avenues to liquidation here from our standpoint. On the M&A front, I do not think it's driven by regulatory.

I think it's driven by, you know, we're on a tail end of a four-year or five-year period you couldn't sell your financial institution, because four years ago, you were in COVID. Two years ago, we had a really low interest rate environment, which has, you know, taken some time for people to realize what their new tangible book value really is. And so now that we have kind of passed those two windows, I think the age of ownership and age of management is driving those decisions. And so, you know, ownership teams have windows on when they want to have liquidity. A lot of them are past that window from two to five years.

And so that's really what's driving this. Or the management team is three to five years older than they wanted to be when they had talked to their owners about selling the institution. And so it's really age of ownership and age management that's driving every conversation that we have and that hasn't changed, and I do not think it will change. I think there's the reason why there's so much activity is I think there's been so much put off of timing from the past several years.

Jeff Rulis: Appreciate that. Thanks, Brad.

Operator: Thank you. And just as a reminder, it's star one to ask a question. The next question comes from Damon Del Monte with Keefe, Bruyette & Woods.

Damon Del Monte: Hey. Good morning, guys. Thanks for taking my question. First one, maybe for Rick on the outlook here in the second half of the year for loan growth. It seems like you clearly explained what led to the end of period decline this quarter. Could you just talk a little bit about kind of the optimism here in the back half of the year and kind of what's driving that both from a geographic standpoint and asset class?

Rick Sems: Sure. Yeah. We're definitely seeing continued pipelines building. I mean, our pipelines are at the highest levels they've been at. So that's a lot of where the optimism comes. It's, we're seeing more activity in the C&I side as well and our treasury side remained strong as well. So got a lot of deals coming in, and you get these waves of payoffs. And the reality is we know, you get typically one quarter you get a lot of it seems like you get a lot of payoffs. And so reality is in the last year, trailing four quarters, we've had two months with larger payoffs.

So I think there's some aspects of that slowing down as well with the production engine that we have in our the last four quarters of production has been really good. So if we just continue on that path, with a little bit less payoffs, you're going to see that growth. So that's really why we have the optimism for the second half of the year.

Damon Del Monte: Got it. And the lower line utilization this quarter, was that something that was kind of seasonally driven? Or is that maybe a shift in your customer operating approach?

Rick Sems: No. I think there's a couple there's, actually, a couple of specific things with, with a large it's it's actually a situation where a couple of our wealthy customers have some lines. They received some money up and had lines and paid them down. It's sort of a unique situation that happened. Those lines remain in place. We expect those to, you know, probably be drawn again on again as we get later in the year as well. So that had a sort of a disproportional amount. I think also some of it's in the in some of the ag lines as well. Those come back.

So, you know, we're again, we're optimistic this was just sort of a one-time thing. It actually affected our deposit balances and our loan balances because they were carrying them in different entities on the deposit side. They distributed those funds to several principals, and then those principals paid down their lines of credit. So we got hit twice from the same customer base, but that's actually a positive result from the standpoint. Customer's doing extremely well. And they'll draw those lines back up again.

Damon Del Monte: Got it. Appreciate that color. And then, just lastly, Chris, on the margin outlook, I think you mentioned that there's some repricing that's going to be occurring over the next few months for loans. Do you have some numbers around kind of what you expect total loans to be repricing in the back half of the year?

Chris Navratil: Yeah. We continue to have kind of, like, repricing in there, Damon, really on both sides. There's some up. There's some down. I would look at our core margin. It's kind of maintaining right where we realized it this quarter. So that lag repricing had the effect of maintaining around that 4.17 point as you consider both the liabilities and the loans. And then as we look forward into 2026, there continues to be some runway there. Of additional repricing again, on both sides of the balance sheet, some time-structured deposits and some longer-dated loans that will continue to see move up.

Damon Del Monte: Okay. Great. That's all that I had. Thank you very much.

Operator: Yeah. So just as another reminder, it's star one to ask a question. Our next question comes from Brett Rabatin with Hovde Group.

Brett Rabatin: Hey, guys. Good morning. Wanted to just start on Wichita and just with the, you know, with the environment of more defense spending and, you know, Wichita having a bit of an aviation and military backdrop. Just wanted to hear, you know, what was going on in Wichita and then, you know, you guys have gotten away from aircraft lending and that kind of thing, but just wanted to see if that might be an opportunity for you and get maybe, get a little bit of color on how Wichita is doing with the subtrend.

Brad Elliott: Yeah. So if you look at our portfolio, it's less than 10% of our company now is based in Wichita. So it's not a big factor for us on an overall basis, macro basis. On a micro basis, we, you know, we have less than $5 million, I think, outstanding to suppliers in the aircraft industry. From a direct exposure that's down from a $100 plus million, five years ago. So we've really we're not in that space any longer. It's not affecting our community what's going on with Boeing in particular very much because Cessna, Beechcraft, and Learjet are doing so well that there's so much demand for the jobs. And Spirit isn't laying people off.

Spirit and Boeing are not laying people off yet. And having them made any announcements that they're going to. So there's still a lot of demand for jobs here. And the workforce is very intact. You know, their biggest issue in that workforce is, I think, Cessna has somewhere between five hundred and seven hundred and fifty retirees annually out of their workforce. So making sure that they can replace them with skilled workers is important. Then I'm sure all the subcontractors are the same way. So the demand for talent here is still very, very high. And we're not seeing any effects of the Boeing Spirit relationship on the marketplace yet today.

I can look out my window and I can see 190 fuselages on the ground out there for Spirit on delivery.

Brett Rabatin: Okay. And then just a question for Chris. Back on the margin, you know, and it would seem like you're implying that you can't get much more out of the deposit betas or get deposit costs lower from here absent Fed cuts. Any thoughts on how you're modeling that and just what you guys think deposit growth takes at this point?

Chris Navratil: Yeah. So a couple things on that. In terms of the actual deposit betas as it applies to our base today, so call it a no-growth base position. There's a little bit of potential continued repricing as we have some time deposit maturities, but yeah, as you saw over the past few quarters, as rates started to come down, we, like the industry, took, you know, we're strategic in that. We moved forward quickly. We're able to get those costs out relatively quickly so the opportunity set for looking decline went down. That said, we continue to have some that are, what I'll call, at market today.

I think depending on how competition behaves, there's always going to be a little bit of continued opportunity there. Now the offset to that is this competition stays irrational or moves to a more irrational, it should go the other direction on the. So I think that's the risk. What I tell you is new deposits today, that they're interest-bearing. You know, the market competitive out there. So seeing numbers that are meaningfully accretive to where our current cost of deposit is on an interest-bearing basis. A challenge right now in a relative to cost of funds basis. So there's still some value there.

But where we can pursue commercial relationships, we grow the loan balances and with them drive commercial deposit relationships and we're, you know, John Roop and Rick Sems can find success in driving consumer relationships and DDA account. All those incrementally create value. So as we see traction there, there's opportunity for us. But on a, call it, static basis, Brett, the majority of those costs have come out of this point.

Brett Rabatin: Okay. And then maybe just one last one for me. You know, Brad, I think you're, you know, you're still optimistic about M&A and the possibilities. Is the size range for you guys from a target perspective increasing or any color on how you're thinking about, you know, the typical target from here?

Brad Elliott: Yeah. The opportunities have been increasing in size for us. But I think their size range, you know, the set that we have is one and a half billion and below. And so I think you could we're going to spend our energy on $150 million institutions to one and a half billion. In kind of anything in between there that fits our geographic footprint is kind of what we're focused on.

Operator: Okay.

Brett Rabatin: Great. Appreciate all the color, guys.

Operator: Thank you. So just as a final reminder, if you would like to ask a question, it's star one on your telephone keypad. And as we currently have no further questions in the queue,

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BNY Mellon (BK) Q2 2025 Earnings Call Transcript

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Image source: The Motley Fool.

DATE

Tuesday, July 15, 2025 at 9:30 a.m. ET

CALL PARTICIPANTS

Chief Executive Officer — Robin Vince

Chief Financial Officer — Dermot McDonogh

Need a quote from one of our analysts? Email [email protected]

TAKEAWAYS

Earnings per Share (EPS): $1.93, up 27% year over year on a reported basis for Q2 2025; $1.94 excluding notable items, up 28% year over year.

Total Revenue: $5 billion, up 9% year over year, surpassing $5 billion for the first time.

Operating Leverage: Approximately 500 basis points of positive operating leverage on both a reported and operating basis, driven by 9% year-over-year revenue growth and a 4% year-over-year increase in expenses.

Pre-tax Margin: Pre-tax margin was 37% for the quarter.

Return on Tangible Common Equity (ROTCE): Return on tangible common equity was 28% for the quarter.

Fee Revenue: Fee revenue rose 7% year over year, with investment services fees up 9% year over year—supported by growth in the Securities Services and Markets and Wealth Services segments.

Net Interest Income (NII): Net interest income was $1.2 billion, up 17% year over year and 4% sequentially, driven by reinvestment at higher yields and balance sheet growth.

Provision for Credit Losses: Benefit of $17 million, due to property-specific reserve releases in commercial real estate.

Assets Under Custody and Administration (AUCA): $55.8 trillion, up 13% year over year;Assets Under Management (AUM): Assets under management were $2.1 trillion, up 3% year over year.

Liquidity Coverage Ratio: 112%, down 4 percentage points sequentially, owing to elevated, largely non-operational, deposit balances.

Tier 1 Leverage Ratio: 6.1%, down 17 basis points sequentially;CET1 Ratio: 11.5%, unchanged.

Capital Return: $1.2 billion returned to common shareholders, with a 92% total payout ratio year to date for the first half of 2025.

Dividend Increase: Board declared a 13% increase to the quarterly common stock dividend following the Federal Reserve’s stress test.

Guidance Updates: Full-year 2025 net interest income expected to rise by a high single-digit percent year over year; expenses excluding notable items expected to increase about 3% for the full year; full-year tax rate expected in the 22%-23% range.

Securities Services Segment: Revenue was up 10% to $2.5 billion year over year; pre-tax income of $867 million, up 26% year over year; pre-tax margin of 35% for the Securities Services segment.

Markets and Wealth Services Segment: Revenue up 13% to $1.7 billion; pre-tax income of $851 million, up 21% year over year; pre-tax margin of 49% for the Markets and Wealth Services segment; Net new assets were negative $10 billion, reflecting a client deconversion.

Investment and Wealth Management Segment: Revenue was down 2% to $801 million year over year; pre-tax income of $148 million, down 1% year over year; pre-tax margin of 19%; witnessed $17 billion of net outflows, mainly from index, multi-asset, and equity strategies.

Digital Assets and Stablecoin Developments: The company was selected as reserve custodian for Societe Generale's first USD stablecoin in Europe in June 2025, and as primary custodian for Ripple’s US stablecoin reserves (as announced in July 2025); described as "a leader in servicing the growing stablecoin market,"

AI Adoption: Nearly all employees using the "Eliza" multi-agent AI platform; digital employees introduced, with benefits expected to accelerate "in the quarters and years ahead."

Operating Model Transition: 50% of staff are now in the platforms operating model, with full transition on track for completion by next year.

Pricing Environment: Overall at the enterprise level, pricing has been flat to slightly positive so far this year, and repricing volume is 'down about eighty percent from where it was three years ago.'

SUMMARY

The Bank of New York Mellon Corporation (NYSE:BK) delivered a record-setting quarter, with total revenue surpassing $5 billion for the first time. Management emphasized the company's ongoing transformation toward a platforms-oriented business, citing the integration of commercial and product models to drive innovation and organic growth. Strategic investment in digital assets was highlighted by new stablecoin custody mandates, while adoption of its internal AI tool, Eliza, was described as nearly universal among employees and set to drive productivity into future periods. The company maintained conservative guidance on fee growth for the third quarter and the remainder of the year due to seasonality and market uncertainty, but upgraded NII outlook to high single-digit percentage gains and confirmed a 13% dividend increase, reflecting board confidence following the stress test. Robust capital return practices remain in place, with the payout ratio at 92% year to date and a plan to return approximately 100% of 2025 earnings through buybacks and dividends.

Robin Vince said, "we don't see a ceiling" on ROTCE targets and characterized current performance as "early innings"

Management reaffirmed a "very high bar" for M&A, with a focus on organic growth and disciplined, capability-led acquisitions only if they closely align with strategic priorities.

Fee revenue guidance remains conservative due to "A lot of external factors that we don't necessarily control." as stated by Dermot McDonogh.

The platforms operating model is enabling agile integration of acquisitions, as the Archer deal illustrated, supporting future scalability if appropriate targets arise.

Management reported no "negative pricing" trends, with price levels largely flat or slightly positive across the enterprise and down about eighty percent from where it was three years ago.

Deposits and NII growth may moderate in the third quarter due to seasonal effects, particularly as Q3 is a "tough comp." yet confidence remains in high single-digit net interest income growth for the full year.

Segment performance was mixed, with Investment and Wealth Management experiencing net outflows and lower revenue, while other segments posted double-digit revenue and income growth.

INDUSTRY GLOSSARY

Platforms Operating Model: BNY’s company-wide organizational structure combining commercial and client-facing approaches to streamline product innovation, scalability, and cross-segment collaboration.

Stablecoin: A digital asset pegged to a fiat currency (such as the US dollar) and used for transactions or settlement within digital ecosystems; BNY acts as a custodian for related reserve assets.

Eliza: BNY’s proprietary multi-agent AI platform used internally to enhance productivity, automate tasks, and support digital workforce integration.

Full Conference Call Transcript

Robin Vince: A strong performance. Earnings per share of $1.93 were up 27% year over year on a reported basis and up 28% excluding notable items. Total revenue was up 9% year over year, and for the first time, exceeded $5 billion in a quarter. In combination with expense growth of 4%, we at The Bank of New York Mellon Corporation generated another quarter of significant positive operating leverage, roughly 500 basis points on both the reported and operating basis. And in what is seasonally our strongest quarter, our pretax margin improved to 37%, and our return on tangible common equity improved to 28%. These are clear outputs from our multiyear transformation and robust indicators of BNY's potential.

Turning to page three, over the past few years, we have been laying the foundations for our future. In our January update, we outlined how BNY is well positioned to capture market beta and capitalize on evolving market trends as we work hard to generate alpha through the continued transformation of our company. We entered 2025 with good momentum. Midway through the year, we are seeing results from our consistent execution and continuous delivery that add to our confidence for the medium to long term. Our strategy is simple but powerful: to be more for our clients by running our company better, all powered by our culture. I'll briefly touch on each.

First, our commercial model enables BNY to be more for our clients, helping them achieve their goals using the full breadth and depth of our platforms. As we mark the model's one-year anniversary, early signs point to the growing effectiveness of our commercial organization, with significant runway ahead. We achieved a second consecutive quarter of record sales. The number of multiproduct relationships continues to grow, and we continue to broaden and deepen our engagement with clients. For example, in June, we expanded our relationship with specialist active UK asset manager, LionTrust.

In addition to utilizing our data vault and middle office operating capabilities, LionTrust is fully outsourcing its trading to our buy-side trading solutions team, which delivers 24-hour global trade execution and reaches 100 markets globally across all major asset classes. Another important way for us to be more for our clients is to deliver innovative solutions to the market that come from the powerful combination of capabilities we have at BNY. As I've said before, we're not just in the product sales business; we're in the solutions delivery business. BNY enjoys a suite of highly adjacent platforms that, when delivered together, create powerful solutions for clients.

Our commercial model, combined with our platform's operating model, is intentionally designed to encourage more of this type of innovation. An example of this solutions mindset is our work to build the financial infrastructure of the future by bridging traditional and digital financial ecosystems to enable clients to unlock new capabilities securely and at scale. Early and continuous investments in our digital assets platform have positioned us to meet increasing institutional interest and adoption. Last month, Societe Generale selected BNY to act as reserve custodian for their first USD stablecoin in Europe. And last week, Ripple announced that BNY will act as primary custodian of Ripple's US stablecoin reserves.

Today, BNY is a leader in servicing the growing stablecoin market, enabling companies to create and use stablecoins by providing wide-ranging services from issuance to ongoing operations. Our advancements in the digital assets ecosystem are just one example of continual innovation, but there are many others: flexible financing and global clearing, the integration of collateral agency lending in Saudi Arabia, depository receipts in Canada, to name just a few. This is an important theme for us, not just periodic higher-profile product launches, but product-level micro innovations week by week, month by month that drive our organic growth. Next, on running our company better, with purpose.

2025 will be a milestone year for BNY's transition into our platform's operating model, which realigns how we work and organize ourselves across the entire company. As a reminder, running our company better is not just about expenses. It's about better. Yes, we are driving efficiency, but we're also enabling commercial opportunities, enhancing client journeys, and accelerating speed to market. With more than half of our people at BNY working in the model today, we remain on track to complete our phased transition into the platform's operating model by this time next year.

Already, we are starting to see the impact of this new way of working, enabling our people to launch more new solutions, deploy more code releases, and come together better than ever before to support our clients. Finally, on culture. Culture is about generating a collective will to make our company achieve its full potential, harnessing the breadth of our talent to be there for clients and to help the company. This includes so many things, but one part of that enablement is our embrace of AI. It's an exciting moment for AI at BNY. Nearly all of our employees are using our multi-agentic enter AI platform, Eliza, and we have started to introduce digital employees into our workforce.

It's early days, but we are beginning to see the benefit of some of these agents and digital employees, and we expect that to accelerate in the quarters and years ahead. To wrap up, against the backdrop of a busy operating environment, our priorities are clear, and we remain relentlessly focused on execution. BNY is showing strong momentum, and we are determined to deliver further value for our clients, our shareholders, and our people. At this midpoint of the year, we are pleased to see the initial work of our multiyear transformation bearing fruit. I'd like to thank our teams around the world for delivering strong results and for their continued commitment to the work ahead.

We have a lot of opportunity in front of us, but the strategy to unlock it is working. And with that, over to you, Dermot.

Dermot McDonogh: Thank you, Robin, and good morning, everyone. I'm starting with our consolidated financial results for the second quarter on page four of the presentation. Total revenue of $5 billion was up 9% year over year. Fee revenue was up 7%. That included 9% growth in investment services fees from our security services and marketing and wealth services segments, driven by net new business, client activity, and higher market values. Investment management and performance fees were flat. Growth from higher market values and the impact of a weaker US dollar was offset by the mix of AUM flows and the adjustment for certain rebates that we discussed on our last earnings call.

While not on the page, I will note that firm-wide AUCA of $55.8 trillion were up 13% year over year, reflecting client inflows, higher market values, and the impact of the weaker dollar. Assets under management of $2.1 trillion were up 3% year over year, reflecting higher market values and the impact of the weaker dollar partially offset by cumulative net outflows. Foreign exchange revenue was up 16% year over year on the back of elevated volatility and higher volumes, partially offset by the impact of corporate treasury activity. Investment and other revenue was $184 million, including $35 million of net losses from investment security sales partially offset by favorable capital and other investments results.

Net interest income was up 17% year over year, driven by continued reinvestment of maturing investment securities at higher yields as well as balance sheet growth, partially offset by changes in deposit mix. Provision for credit losses was a benefit of $17 million in the quarter, driven by property-specific reserve releases in our commercial real estate portfolio. Expenses of $3.2 billion were up 4% year over year both on a reported basis and excluding notable items. The variance excluding notable items reflects higher investments, employee merit increases, higher revenue-related expenses, and the unfavorable impact of the weaker dollar, partially offset by efficiency savings.

Taken together, we reported earnings per share of $1.93 on a reported basis, up 27% year over year. Excluding the impact of notable items, earnings per share were $1.94, up 28% year over year. Our pretax margin was 37% and our return on tangible common equity was 28% in the quarter. Turning to capital and liquidity on page five. At the end of June, the Federal Reserve released the results of its 2025 bank stress test, which once again underscored BNY's resilient business model and our strong balance sheet. The results also confirmed that our stress capsule buffer remains unchanged at the regulatory floor of 2.5%.

With regards to our second quarter results, our Tier 1 leverage ratio was 6.1%, down 17 basis points sequentially. The Tier 1 capital increased by $689 million, primarily reflecting capital generated through earnings and a net increase in accumulated other comprehensive income, partially offset by capital returns through common stock repurchases and dividends. Average assets increased primarily driven by deposit growth. Our CET1 ratio at the end of the quarter was 11.5%, unchanged from the prior quarter. Over the course of the second quarter, we returned $1.2 billion of capital to our common shareholders, resulting in a 92% total payout ratio year to date.

With regards to liquidity, the consolidated liquidity coverage ratio was 112%, down four percentage points sequentially, reflecting elevated deposit balances which were largely non-operational in early parts of the quarter. The consolidated net stable funding ratio was 131%, down one percentage point sequentially. Next, net interest income and balance sheet trends on page six. Consistent with the backdrop of elevated volatility and active trading in capital markets, we saw clients seek the strength of BNY's balance sheet and leverage our platforms for execution and settlement. Net interest income of $1.2 billion was up 17% year over year and up 4% quarter over quarter.

Both the year over year and sequential increase primarily reflect continued reinvestment of maturing investment securities at higher yields as well as balance sheet growth, partially offset by changes in deposit mix. Average deposit balances grew by 6% sequentially, non-interest bearing deposits grew by 3% in the quarter, and interest-bearing deposits grew by 7%. Accordingly, average interest-earning assets increased by 6% sequentially. Cash and reverse repo balances increased by 9%, investment securities balances increased by 4%, and loans increased by 2%. Turning to our business segments starting on page seven. Security Services reported total revenue of $2.5 billion, up 10% year over year. Total investment services fees were up 10% year over year.

In asset servicing, investment services fees grew by 7%, reflecting higher market values and client activity. And in issuer services, investment services fees were up 17%, driven by exceptionally strong client activity in our depository receipts business. In this segment, foreign exchange revenue was up 22% year over year on the back of elevated volatility and higher volumes. Net interest income for the segment was up 13% year over year. Segment expenses of $1.6 billion were up 4% year over year, driven by higher investments, employee merit increases, revenue-related expenses, and the unfavorable impact of the weaker dollar, partially offset by efficiency savings.

Security services reported pretax income of $867 million, up 26% year over year, and a pre-tax margin of 35%. Onto Markets and Wealth Services on page eight. In our Markets and Wealth Services segment, we reported total revenue of $1.7 billion, up 13% year over year. Total investment services fees were up 9% year over year. In Pershing, investment services fees were up 8%, reflecting client activity and higher market values. Net new assets were a negative $10 billion in the quarter, reflecting the deconversion of a client that was acquired by a self-clearing competitor. In clearance and collateral management, investment services fees were up 14%, driven by broad-based growth in collateral balances and clearance volumes.

And in treasury services, investment services fees were up 3%, reflecting net new business. Net interest income for the segment was up 21% year over year. Segment expenses of $897 million were up 8% year over year, driven by higher investments and litigation reserves, employee merit increases, and higher revenue-related expenses, partially offset by efficiency savings. Taken together, our Markets and Wealth Services segment reported pre-tax income of $851 million, up 21% year over year, and a pretax margin of 49%. Turning to investment and wealth management on page nine. Our investment and wealth management segment reported total revenue of $801 million, down 2% year over year.

Investment management fees were down 1% year over year, driven by the mix of AUM flows and the adjustment for certain rebates, partially offset by higher market values and the favorable impact of the weaker dollar. Segment expenses of $653 million were down 2% year over year, driven by lower revenue-related expenses and efficiency savings, partially offset by higher severance expense and the unfavorable impact of the weaker dollar. Investment and wealth management reported pretax income of $148 million, down 1% year over year, and a pre-tax margin of 19%. As I described earlier, assets under management of $2.1 trillion were up 3% year over year.

In the second quarter, we saw $17 billion of net outflows driven by index multi-asset and equity strategies, partially offset by net inflows into cash and fixed income strategies. Wealth management client assets of $339 billion increased by 10% year over year, largely driven by higher market values. Page ten shows the results of the other segment. For this segment, I'll just note that the sequential decrease in revenue primarily reflects the net losses from investment securities activity I mentioned earlier, while the sequential decrease in expenses reflects lower litigation reserves and severance. Turning to page eleven, I'll close with a midyear update of the financial outlook for 2025 that we provided on our earnings call in January.

As you can see on the slide, BNY is entering the second half of the year with great momentum amid elevated geopolitical and policy uncertainty. Based on where we sit today, looking out to the balance of the year, we now expect full-year 2025 net interest income to be up high single-digit percentage points year over year. And we continue to expect solid fee revenue growth in 2025, of course, market dependent. We now expect expenses excluding notable items for the year to be up approximately 3% year over year. We continue to expect our effective tax rate for the full year to be in the 22% to 23% range.

Considering our 21% tax rate in the first half, that means approximately 23% for the second half of the year. And we continue to expect to return roughly 100% plus or minus of 2025 earnings through common dividends and buybacks. Following the release of the Federal Reserve's annual bank stress test, our Board of Directors declared a 13% increase of our quarterly common stock dividend, and we plan to continue repurchasing common shares under our existing share repurchase program. As always, we consider macroeconomic and interest rate environments, balance sheet growth, and many other factors with a conservative bias in managing the pace of our buybacks.

To wrap up, BNY posted very strong results, demonstrating the impact of consistent execution and delivery amid a complex but yet for BNY constructive operating environment. Momentum of our multiyear transformation continues to build, and progress to date gives us incremental confidence in BNY's great potential for the medium and long term.

Operator: And one related follow-up question. We'll take our first question from Ebrahim Poonawala with Bank of America. Please go ahead.

Ebrahim Poonawala: Thanks. Good morning.

Dermot McDonogh: Morning, Ebrahim.

Ebrahim Poonawala: Maybe, Robin, for you, I saw the call in terms of the transformation efforts, digital assets, AI just sounds like significant runway on all things organic. But address for us how you're thinking about capital deployment relative to where the stock's trading at today, and I'm sure this is not news to you in terms of news around BNY pursuing a merger with a competitor. Your interview in Barron. So give us a sense of when we think about capital deployment as shareholders, how should we think what the priority is outside of funding the business? Be it buybacks versus M&A? Thanks.

Robin Vince: Sure. So look, you know, the beginning point of what you said is actually the most important thing. We have got strong momentum. We really see the pathway to be able to generate value over the medium and long term. Obviously, you're seeing some of the early signs of that, and we're pleased with it. And that is our biggest focus because at the end of the day, the top of the capital waterfall is that ability to invest in the business. Now look. The good news is that we're a pretty capital-light business. You can see it in the 28% ROTCE that we generated in the quarter. We're pleased with that.

That's another sign of the transition and transformation of the company towards this more platforms orientation because that is the sort of feature that you'd expect of a company in terms of the direction of travel that we've got going. Now in terms of the sort of the inorganic stuff, look, our broad approach hasn't changed, which is M&A done well can be a powerful tool in the toolkit. It's not accustomed to comment on any specific rumor or speculation, but I think we demonstrated last year with the Archer acquisition that we've got the ability to make M&A work for us in a sensible way. Having said that, I just really want to underscore this point.

It's a very high bar for us for M&A, especially a larger transaction. It would have to make a ton of sense. We'd need to have a lot of conviction and execution. We're focused on ongoing alignment with our strategic priorities. Strong cultural fit matters, and, of course, the financials really have to work. And our M&A story is a two-sided story as well because you saw that last year. We bought Archer, but we sold our corporate trust Canada business. So the punchline I'll leave you with is we are focused on our organic growth. That is working. We are beginning the process of a multiyear journey on that.

And we're going to be open because we should be open to sensible things inorganically if they make sense, but I'll underline again if they make sense.

Ebrahim Poonawala: That's very clear. Thank you. And I guess maybe just following up on that. You referenced the 27% ROTC this quarter. I get it's a seasonally strong quarter. But as we think about again relative to new investors trying to put money to work in the stock, if, structurally, based on all the work you've done so far over the last few years, and where things are going, is it safe for investors, shareholders, the street to assume that this is becoming a high twenties low C institution, which should then support a very different multiple than we've been used to for the last several years. Thanks.

Robin Vince: So look, I'll blend sort of two things together here. One is the broader medium-term targets as we think about them. We have not put a ceiling on any of our medium-term targets. We viewed them as milestones on a longer journey. At the time that we first communicated them, you know, people understandably thought about them as ambitious based on where we had been in the past. But we are on a journey here, and we are making important steps forward. And so on ROTCE specifically, we don't see a ceiling on that number.

Because as a more platforms-oriented company, remember, NII is only 25% of our revenues, view that as broadly for the balance sheet, which means three-quarters of our business is largely a pretty capital-light business. That's driving forward in terms of fee growth. And so I would just look generally at our medium-term targets. I would throw ROTCE, your question, into that as well. And say, we have a lot of ambition. We think we're relatively early in our journey. And we're absolutely going to be moving the bar higher on ourselves, which frankly we do every single day in terms of how we run the company.

Ebrahim Poonawala: Perfect. Thank you, Robert.

Robin Vince: Thanks. We'll move to our next question from Ken Usdin with Autonomous Research. Your line is now open.

Ken Usdin: Hey. Good morning, everyone.

Dermot McDonogh: I wanted to ask about just the evolution of, as the year goes on, of just overall top of the house performance. Because, obviously, you're taking up your NII guy, but NII is only 25% of revenues. And while the cost guide is up, I think it maybe misses the point that on the fee side, your guide is only just for year over year, and here we are plus 6% in the second quarter and plus 7% for the year to date. So I'm just wondering on the fee side, are fees better than your original expectations too?

And is that informing as much as the NII upside, you know, the slight drip up on the overall cost guide as the total is coming in better?

Dermot McDonogh: Hey, Ken. Ken, I'll start with that. Look, the way I kind of think about the firm is I start with overall positive operating leverage. And I guess a key message I would leave you there both on operating and reported basis I think it was roughly 500 basis points of operating leverage. And so since Robin took over as CEO, we've kind of made the positive operating leverage our North Star. And so consistently delivering that to the market has been our kind of core strategy around how we think about the financials. So you have three components to that. You've got fees. You've got NII, and you've got expenses.

And you'll see from the financial yeah, revenue up 9%, expenses up 4%, you know, delivering that positive operating leverage within the revenue. You've got fees. You've got NII, really solid performance on NII, which gives us comfort around for the balance of the year. Giving a higher guide to kind of high single digits. And on the revenue side, I think the strength in fees really underscores the commercial model that we launched about a year ago two consecutive quarters of kind of record sales, notwithstanding that, the second quarter is a seasonally strong quarter, so we would expect strong fee strong sales. But that was on the back of a Q1.

And we see going into Q3, although it is a kind of seasonally slower quarter for us, given the vacations, etcetera, we see kind of strong momentum continuing. So you see a picture on page three of the midyear update. Where we kind of show you a little pictorial about how we think about organic growth, and we have high conviction around that beginning to build and grow.

Robin Vince: And, Ken, let me just build on a couple of things that Dermot said. So first of all, yes, it was a constructive environment in the second quarter, but I'll bring you back to our comments in January when we talked about the various different things that drive our business. We've been intentionally been repositioning the company gradually to be able to take advantage of more different types of environment.

So I think the punchline is, well, there are always amazing environments that you could have for a business or potentially environments which just don't have any element of being particularly constructive we think we're broadening out the probabilities of any given environment as actually working reasonably well for us because equity markets up fixed income market's up, equity volume's up, fixed income volumes up, transaction volumes and GDP up, issuance up, asset management activity, wealth management activity. There are a lot of cylinders in this particular engine. And so the second quarter was constructive, but we have been positioning the company to be able to take advantage of more and more environment as constructive.

And I think that plus the point that Dermott made around our commercial model, is allowing us to grind organic growth higher. So we want to take advantage of the beta. We want to be able to participate in whatever the quarter happens to bring, but this constant focus on alpha generation in terms of how we're running the company and positioning the company is an important part of the story. And we do think that this is a quarter where you're starting to see that but, again, the early innings point that Dermot and I have made many times before there's a lot of runway here in our estimation.

Ken Usdin: Understood. That's great color, and I do like that upper right chart on page three. Just one thing on the environment then. Can you've talked previously about just the stickiness of deposits and obviously that's informing the better than expected NII outlook. Does anything change in the environment to that point? Because I think Robin will bring back in your point about, like, you know, tools in the kit and arsenal to just continue to add deposits, but maybe you can just help us understand the environment.

Dermot McDonogh: So I think point number one here that I would make Ken, is as a matter of strategy, we don't really lead with deposits. So when you see deposits being a little bit higher, the mix of IB and IB a little bit higher, it really speaks to the breadth and the depth of the franchise and doing more with clients. And doing more with clients kind of attracts deposits.

And specifically around second quarter, in our corporate trust business, we had higher levels of activity, and we were able to kind of help clients with unique specific situations that attracted deposits into the system particularly on the NIB side, and that was able for us to kind of have a good NII print this quarter. And when we look out for the balance of the year and run our various scenarios, we really have reduced the tails with respect to interest rates sensitivity, and that was really on the back of a ton of work done towards the back end of last year when the Fed made the pivot after Jackson Hole around the forward rate curve.

And so that gives us now a lot of confidence to be able to kind of provide that higher NII growth against what is a constructive backdrop for us.

Ken Usdin: Thanks very much, guys.

Operator: Our next question comes from Glenn Schorr with Evercore ISI. Your line is now open.

Glenn Schorr: Hi, thanks very much.

Robin Vince: With so much going well, forgive me, I'm going to

Glenn Schorr: pick on the one area that wasn't as good as everything else in investment management. So fees down a little bit. Flows out, margins down, you know, in that nineteen range. So despite the good market. So the question is, if we step back a little bit, we talk can we talk a little bit about what investments you're making to improve the business and, like, what's high on your to do list to help you know, drive better performance as we move forward in investment management? Thanks.

Dermot McDonogh: Thanks for the question, Glenn. I would say investment number one was Robin appointing Jose as the leader of that business, and he started last September. And you can see, you know, between first quarter where we had a margin of eight percent to this quarter where we're about nineteen percent, you can see that step up in margin, and you can see Jose is beginning to work the opportunity and making some decisions to right size it from an efficiency standpoint and, I'm very pleased with what Jose has done.

What I what I also think he's doing very, very effectively and, look, both Robin and myself will have talked about this on prior quarters, the one BNY approach in terms of de-siloing the firm you kind of have to go that extra mile as it relates to our investment and wealth management strategy and bringing the boutique closer to the firm. And I think Jose sees a lot of opportunity for us to cross sell within the firm, both within our asset servicing business and within our Pershing business.

So bringing the strength of our manufacturing capabilities to our Pershing clients and our asset servicing clients is a kind of a key forward strategy that we can see we can do well at. And also bringing in leadership and product development. So think you're going to see more positive stories coming from this particular segment, whereas as with all transformations, it takes a little bit time, and Jose is getting that time to make the decisions that he needs to. And, Glenn, let me just build on one particular point that Derma just made. You know, one of Jose's early

Robin Vince: observations about the business was we have a terrific to use Dermot's term, manufacturing base If you look under the hood of our $2.1 trillion of AUM, you have some real market leading franchises. We have Insight, which is number one in its market. That's a trillion dollars of it right there. You have Walter Scott, which is terrific, long only, long dated, equity manager. You have a terrific business in the form of Dreyfus, money markets. And we have a in Mellon, a direct indexer that's capable of being able to create product that are asset servicing clients are very interested in.

Obviously, it also has a lot of relevance for the $3 trillion of wealth distribution that we have in Pershing. So you think about the manufacturing base, let's give ourselves a check that we have a pretty good set of businesses that are actually performing pretty well. On the distribution, if we didn't have BNY, then you could look at asset management, and you could say there are a lot of parallels with other midsized to large asset managers, and the question of wow. This investment manager it at BNY is the one of the reasons why I joined BNY. Because there's all of this distribution potential, but we just haven't fully unlocked it. Okay.

So then what sits in the middle? And that's the word that Dermat used product, where if you if you take a metaphor for this for a second, imagine that you were a Coke or a Pepsi and you were making a beverage and you had to concentrate and you have all of this terrific distribution because you can sell in restaurants, you can sell in grocery stores, you can sell in a corner store as well. But in the middle of that is a critical point of product, which is, are you taking the manufacturing base that you have and making cans when you want to sell it in the corner store.

Because if you put bottles of concentrate in the corner store, it's not going to help you. But when you're delivering to a large fast food outlet, there you want to be able to deliver the concentrate Canned is not as useful. So this piece in the middle, this product shaping, that leverages the manufacturing base with an eye the distribution channels that you have available to you is critical and I think we haven't done as good a job on that as we could. And so that's a very big focus for us, and we think that when you take all of those things together, we think there's an interesting pathway here.

Glenn Schorr: Thanks for all that.

Glenn Schorr: Maybe I could do a tiny follow-up on previous question. And forgive me if you said it, but the fee revenue were up 5% for the first half and the guide is still, quote, up on the year. Markets are higher. Despite this investment management, it feels like deliberately conservative which I'm cool with. I just curious on how we square the up five for the first half. Markets are trending well. Your momentum's good. Why wouldn't the fee outlook be better? I know I asked you that last quarter and you outperformed.

Dermot McDonogh: So the way I would answer it is it's like, there are a lot of factors that go into the fee. A lot of external factors that we don't necessarily control. Control, very market dependence, we kind of go back to the foundational building blocks of the platform operating model and the commercial model, which is, you know, it's still only a year old, but it is working. You can see it. Have higher conviction about our ability to drive organic fee growth from here

Glenn Schorr: But

Dermot McDonogh: you know and we've changed a lot over the last three years, Glenn, about the transparency of our numbers and how we give you a lot more than we did three years ago. So I think as we get more conviction and as we get more kind of sales telemetry around us, we'll give you more guidance as we feel comfortable But for now, I think the momentum is there. The upper trajectory is there, but we're not ready to yet guide on specific around fees. And third quarter is usually a seasonally slower quarter, and Q2 is a seasonally strong quarter. So it's important to be balanced in that as well.

Glenn Schorr: Fair enough. Thanks for all that.

Robin Vince: Thanks, Glenn.

Operator: We'll move to our next question from Betsy Graseck with Morgan Stanley.

Betsy Graseck: Please go ahead. Hi. Good morning, Robin. Good morning, Dermot. Good morning, Ben. I wanted to dig

Betsy Graseck: I wanted to dig in a little bit on the AI commentary that you had, Robin. And starting off,

Betsy Graseck: the operating leverage is just so strong almost double what consensus had baked in for you and really terrific results here. I wanted to understand your comments on AI as it relates to the forward look because you indicated that nearly all your employees are using the Eliza, you know, AI platform. And you're starting to you're beginning to see the benefit of this. I mean, is it the benefit from AI at a level that we can see in these operating leverage results And maybe you could help us understand, is this more revenues or expenses?

Robin Vince: Sure. Well, thanks for your comments about positive operating leverage as Dermot and I both said over time Betsy, that is a great North Star. And going back to Glenn's question at the end, there, you know, one of the reasons why we've been always a little reluctant to guide on all of the elements underneath the hood of positive operating leverage is we recognize the composition in any quarter or any year could be a little different, and we don't want to create ceilings for ourselves. Positive operating leverage, and we see a ton of pathway.

And when you when you go under the hood, one of the reasons why over the past three years, we've really focused on showing you all the inputs to what we're doing is because we recognize that the timing of exact when each of these strategies starts to really hit varies a little bit. And so we've got several things driving the positive operating leverage. We've got a commercial engine which is starting to now make a meaningful contribution. Output evidence, you can see it in the record sales quarters that we had in the first and second quarter. The platform's operating model, we knew there would be a longer lead time to that.

We started work on it three years ago, and now it's starting to come into own, but it's still very early days because only less than ten percent of our people have been in the model for at least a year. And as we indicated, in our prepared remarks, we see the actual value really starting to shine through in platforms operating model after we've had people in the model for about that period of time. So that is still to come, little bit of it now, most of it twenty six, twenty seven, twenty eight, and beyond. The next layer is heart of your question, which is AI.

We view AI as a top line story, and an expense story in because what we're really doing is we're unlocking capacity in the company, and we want to then be able to use that capacity to do other higher value things. That's why we've been encouraging all of our people to participate in AI because we view our AI solutions, which we put on the page three again, demonstrating the inputs today and then we'll show you the outputs over time.

We see those as being able to be very helpful as two will be our digital employees as essentially companions and leverage for our people to be able to go faster and create capacity for themselves they can they can reinvest in doing new things, pushing forward with clients, more time in the day, all of the above. So the our excitement about AI is a very medium to long term excitement but we've invested heavily early on in the psychology of it in the company so that we have AI for everyone everywhere, for everything. And that's really how we think about AI. So it's early days. There's not a ton in the P&L right now.

To your point with net investment, but we are starting to see the early signs of what we think will be an acceleration twenty six, twenty seven, twenty eight, twenty nine, beyond.

Betsy Graseck: Thank you.

Operator: We'll take our next question from Mike Mayo with Wells Fargo Securities.

Mike Mayo: Hi. No good deed goes unpunished. I know you talked about

Robin Vince: organic growth and You could you could make that you could make that one of your punch lines, Mike.

Mike Mayo: You could I know you've trademarked the world's worst oligopoly, but that one you could put it could put in trademark as well. And BNY not your parents' bank? Look. I'm the first to say you've optimized much better than I had expected these last two years. And, but yeah. And you have these very high returns as

Mike Mayo: but the organic growth And you do it correctly x markets, x currency, x deals,

Mike Mayo: whether it's two percent or three percent, is still not great in the scheme of, you know, the overall world. And, I know you want that growth to be better. And I know you said you had record sales, but it's

Mike Mayo: the growth is still the growth. It hasn't changed that much at an organic level. And I know you guys have thought about this, but know, to the degree you sacrifice the high very high returns, reinvest for better growth, than what the company's had so fast. Five, ten, twenty years. Right? And so I where do you stand in that trade off? Of maybe having lower returns or maybe

Mike Mayo: know,

Mike Mayo: not raising your return targets and reinvesting more for growth And where should that organic growth be in your perfect world the way you define it?

Robin Vince: Sure. So several things here, Mike. So one of the reasons why we put that chart, the top right corner of page three, was to illustrate the fact that organic growth has been growing. I hear your point about three versus two, but three is still fifty percent more than two. And significantly up from where it has been in the past. But a few other points to note. Our growth in the past generally has been quite subject to markets. And so we are very happy to take advantage of constructive backdrops.

And as I answered in a prior question, we're trying to position the company to take advantage of more types of backdrops so that we can we can be less handed our results by the market conditions and more in charge our own destiny. That's a very deliberate strategy, and we feel like we're making some progress on that. So that's sort of observe the next observation. The next thing under the hood is what are the prerequisites for the real type of organic growth that you're talking about that you've challenged us on understandably and rightly so over the course of the past two or three years.

And this is where we really feel like we've set the table for the future. And to your point about how we think about investing versus harvesting, we've been very clear on this. We are taking a decade view of the transformation of BNY, and we're pleased where we are close to three years in, but we are far from done because much of what we have done has actually been investing for the future, and we're in the very early stages of seeing that being harvested. We talked about the commercial model. We talked about the platform's operating model. We talked about AI, which is part of the growth story as well as it is on the expenses.

But let me just come back to the key elements of what we've got. We've got a diversified set of platforms. That is, yes, helping us to be more diversified in different environments, but it is also allowing us to better position to capitalize on these market trends and to generate alpha because it's less one business going to market at by itself. It's more what's the synergy between the component parts.

You know, a client who custody these with us who also does treasury clearing with us, who also does collateral management, with us is going to be able to get better outcomes over time because of the fact that all of those things can just be book entry for us within our ecosystem. That allows us to move to 24-hour. That allows us to think an embraced digital assets maybe in a different way than somebody else can. And you're starting to see the early signs of these platforms coming together to show something where the sum is more than the individual parts, and that's what our commercial model is actually about.

So we're investing in these micro innovations, the bigger things, the synergies between the platforms. We've positioned people behind this. We've positioned culture behind this, and we're organizing the company behind this. And we think it is starting to show, but we absolutely agree with you that they should be more a lot more gas in the tank here.

Dermot McDonogh: Hey, Mike. I would add just a couple of more points as well.

Mike Mayo: One is, you know, you ask the question sometimes about

Dermot McDonogh: negative pricing. We just we haven't seen it this quarter, which really kind of goes to the efficiency point about us being able to reduce our cost to serve, which is able to help us drive the organic growth because we're able to compete more effectively to win our share of business. So that would be point number one. Point number two, to Robin's points about the commercial model, now we're in the early stages of a of a product model. Which is joining with the commercial model, and that's been led by Carolyn Weinberg, where she's able to see in between the scenes of our various businesses to create new products that clients want.

So lots of opportunity to come there And the third point I would make is when you look at the firm overall and you have to think about the enterprise, it's a 37% pretax margin. Diversified business model. And so when you look at IWM, which is now hovering around the 19%, it's upside from here for their enterprise as we resume that path towards 25% which is going to further fuel organic growth at the enterprise level.

Mike Mayo: And I guess just one more follow-up on the

Mike Mayo: talk about acquisitions, and I heard you, it can be a powerful tool if it made sense. You're not going to do anything stupid. I hear you. As you've gone and the art of what's possible. Since you are talking about a different type of not your parents' BNY because you are more diverse in terms of your offerings. What's the realm of possibilities for acquisition? Clearly, traditional trust

Mike Mayo: you know,

Mike Mayo: businesses or sub businesses are always possible. Going back to the merger, the big merger. But what other areas would you consider maybe buying?

Robin Vince: So it's it's it's an important question, Mike. Again, you know, focus our primary focus is on driving the growth And but there are many different pathways on this thing. So we you know, two or three years ago, we said there's absolutely no way that we're going to make any acquisitions. Then we sort of warmed up to the idea of capability buys, which is how I would frame Archer. And that really does check the box of helping us to go faster, to derisk because we could buy versus having to build ourselves. And we're seeing the early signs of that output. Great client feedback. The integration's been going well. New client wins as a result of it.

So I still think that is the most likely path for us when it comes to M&A helping us to go faster? And I'm going to guess, but it doesn't have to be this way. That those types of things are generally more likely to be in the bits of the business which are a little bit more platform like. Although it's interesting that Archer was a buy once use across the firm type of acquisition. So that's our that's our expectation for the primary focus. Because the bar for larger transactions is super high, we'd have to have a lot of conviction in the execution of something like that because clearly they could be quite complicated.

And there, you could you could make a case elsewhere in some of the other segments that maybe there would be the opportunity to have even more scale. Because if you're a scale player, and you've got a platforms operating model like organization, the thesis would be that you could bolt on more activity onto your existing chassis, and there would be a lot of scalability associated with that. So that's a fine thesis and something that we certainly keep in mind. As well.

But, you know, as now we have close to two-thirds of the of the company in platform like businesses either in MWS or in our issuer services business, you know, when you look at MWS alone, it's a 49% margin. You know, we've got we've got choices in this space. But we're not going to let those choices get distracting for us. We are focused on building our company, to your favorite term, the organic way, and then we'll just be opportunistic and disciplined on external related stuff.

Mike Mayo: Message heard. Thank you.

Operator: We'll take our next question from Alex Blostein with Goldman Sachs. Your line is now open.

Alex Blostein: Thank you. Good morning for the question. Thank you.

Alex Blostein: Busy morning. So I had a couple of questions for you guys around the new business, upper opportunities. I know you mentioned a couple things around the digit digital assets and just kind of tokenized environment, which obviously continues to be quite dynamic. Was hoping you could build on that a little more. Obviously, there's a lot of you know, debates in the financial services industry today, perhaps more so on the stock than the past in terms of what's a risk versus what's an opportunity.

So when you think about where BNY sits in that in that realm, where do you see both risk to, you know, the existing business and some of the new revenue opportunities that could come out of this?

Robin Vince: Sure. Thanks, Alex. Look, net, we see these advancements providing more opportunities than risks, but you're right. There are things on both sides of the ledger If you just go back and just think about industries and big changes in technology that happen over time, they create disruption. And what disruption does is it allows for a little bit of a reorganization sometimes of the ecosystem. And it's our observation that companies that have a lot of forward thinking innovation that push forward take advantage of that as opposed to sticking their heads in the sand, tend to be tend to be winners.

Now we have many specific valuable attributes that help us make us a great partner to these digital assets firms. And that's one of the reasons why we've been so engaged in the space for several years because initially, it had been about providing our traditional banking services to those digital asset companies. We serve many of them. With our traditional banking services. Then it's been about helping with the on ramps, off ramps between that traditional banking world and the on chain world And in the future, we think it's also going to be about more activity on chain. We are live with Bitcoin custody today.

We do it natively, and we can help clients There's more stuff in the world. We want to we're in the business of looking after stuff as one of our businesses, and we're happy to do that. But we're also in the payments business. Again, there's synergy between our platforms. We're also in the issuer services corporate trustee business. They're synergy. We're in the NAV business. That's relevant. Synergy. Distribution business, relevant. Money market fund business, relevant. And so when you take all of these things together, we're a terrific partner for some of these clients because we can do a lot of different things with a trusted brand that actually helps them to feel to feel good.

So, look, Stablecoins particularly, it's obviously one of the topics of the day, and we're very active in that space. And that's the reason why we mentioned a couple of those recent examples, but there are many more in our prepared remarks. But, Alex, what I would say is don't lose also that's all great stuff, but don't lose sight

Alex Blostein: of our core businesses that are market leading

Dermot McDonogh: that are growing share, because the market is growing. So growing the pie with existing clients in our core businesses is also happening and very important.

Alex Blostein: Yep. That's totally fair. Demi, we want for you on just the balance sheet dynamic and deposits. You know, I know you mentioned you guys don't lead with deposits. That'll that'll make sense. But when we look at the trajectory deposit base for the last couple of quarters, obviously much more stable, and nice to see the noninterest bearing deposits improving here as well. So as you look out into the back half and ultimately, you know, where we are in July, maybe give us sense where interest deposits in particular sit And as we think about the forward, which businesses tend to drive those for you guys as sort of think about the trajectory beyond twenty five?

Dermot McDonogh: So it was a strong quarter. I expect the balances to moderate into Q3. You might remember Q3 of last year was a strong quarter for us in terms of NII So Q3 is a tough comp. So and deposits we expect to moderate at the seasonal slowdown. And so the diversity of the NIB across the franchise is particularly pleasing. But corporate trust is a highlight. And because of the breadth and the depth and the market shares that we have in that business, we do attract a lot of cash into the system by virtue of increased client activity. So Corporate Trust in Q2 was a notable highlight particularly around escrow as a result of increased M&A activity.

So but I would expect that to moderate a little bit in Q3 and pick up again in Q4 But overall, I feel pretty convicted around the high mid single digits NII growth for the year?

Alex Blostein: Alrighty. Thanks so much.

Operator: We'll take our next question from Brian Bedell with Deutsche Bank.

Brian Bedell: Oh, great. Thanks. Good morning, folks. Maybe two separate questions on the

Alex Blostein: platforms operating model. So first one, maybe for you, Dermid. Focusing on the cost reduction element as we've, you know, we have another fifty percent to migrate over the next call it, twelve months. And I know, obviously, expense guidance went up a little bit, which makes complete sense given the, you know, stronger revenue growth environment and all the dynamic budgeting aspect that you've talked about. But on the cost reduction side from that conversion on the platform's operating model, and how should we think about framing that as a know, as a positive contributor to the expense story for the rest of this year in twenty six?

Dermot McDonogh: So I do go back to a little bit, Brian, what Robin said

Dermot McDonogh: earlier about you know, fifty percent of the people are in the model We've done three waves over the last fifteen months. The maturity level between wave one and wave three is quite stark. And what the wave one businesses that went into the model are doing now in terms of one BNY connectivity, automation, you know, dynamic innovation, having an entrepreneurial spirit within their own businesses it's it's gives me a great sense of pride to actually see it day in, day out. And while your question led with the cost reduction, we really think about it internally about running the company better and creating capacity.

And we either deploy that capacity into new investments, new opportunities, or we let it flow through to positive operating leverage. And you can see in Q2 of this year, we kind of gave you gave the market 500 basis points of positive operating leverage. And the platform operating model was a continue was a was a contributor to that. So with fifty percent of the firm in the model and ten percent in it

Brian Bedell: about fifteen months, I would expect the maturity of this

Dermot McDonogh: to kind of give us a benefit for the next few years. And so it's not for another two years where I would say the firm will be reasonably mature in the model. And it's creating its own flywheel of momentum and innovation. And when you overlay that with maturity of the commercial model and you overlay that again with what Caroline is doing on the product side, you're going to see the North Star of positive operating leverage be delivered for this for the foreseeable future. So I'd like, it's all about running the company better, and I don't talk internally about expenses or cost reduction. Yep. Okay. And then that's great. And then maybe just also on

Brian Bedell: following question on the on the on the platform's operating model. As you think about M&A, maybe just

Brian Bedell: your thoughts around how much the operating model, you know, the platforms operating model you know, kind of informs your decision about what type of M&A to

Brian Bedell: to do? Is it a main is it a major or a primary factor in bringing on businesses that you think can fit into that model and therefore you can scale them in organically. And then I guess is it even possible to do large scale

Brian Bedell: M&A

Brian Bedell: and, you know, integrate that into this platform? Or do you see know, too many disparities with other know, large providers that would make that difficult?

Robin Vince: Yeah. It's it's an important question. So look, broadly in the platform's operating model, Dermott touched on the fact that it's a two-sided thing because we're very much looking for it to drive revenue. This interlock between platforms operating model and the commercial model is super important because by having defined our product and client platforms in the way that we have, And then by layering over that, a new go to market approach with our commercial model, that's just allowing us to go faster collaborate more across the platforms, create more solutions, and really create a lot of empowerment to our teams to go and listen to clients invent new stuff, provide more solutions to them.

And, of course, that and just running the company better, more broadly, as Dermot mentioned, those are the reasons why we are doing this. Now it has a nice byproduct, which is it organizes ourselves in a way where our chassis is super well organized and very strong, and we clearly see the benefits of that across the board as we continue to go through the model. And so I think what that will result in is when we talk about some type of bolt on acquisition and almost irrespective of its size.

If it's sort of adding to us in something that we broadly do today or something that essentially speeds us forward in something that we do today, we're able to add it with really without having to take on all of the expenses associated with us because it sort of becomes a bolt on to a chassis that we have. You could

Mike Mayo: see that with Archer as a good example, which is

Robin Vince: they are able to do more of what they want to do because they're able to tap in to the right additional parts of BNY. They client onboarding capabilities that our client onboarding platform provides to Archer in its acquisition of new clients allows them to go faster. The fact that we've able been able to wrap our technology and our AI around that is going to allow them to do more things.

And so there's a real you're able to actually achieve an economy of scale and actually add scale to a scale business or go faster in a business where you're adding capability where sometimes that's a theoretical conversation because you look at something and you say, oh, well, you could just you're pretty scaled. You could just add more stuff and it'll scale. But that's not true if you're adding a complicated back end you know, trying to smash two incompatible things together. And I think that was a lesson that this company learned twenty years ago with the acquisition between or the merger between Mellon and BNY. That was not consolidated properly.

So the punchline is the platform's operating model allows us to have a clarity of chassis that I think actually will allow for higher quality integrations in the future if ever we choose to do one.

Brian Bedell: Yep. Great color. Thank you.

Dermot McDonogh: Yeah.

Operator: We'll take our next take our next question. David Smith with Truist Securities.

David Smith: Good morning.

David Smith: So you're pretty clear that, you know, you see further upside on returns and margin from here even with the strong results you've had in this quarter in the first half? Are there areas right now that you feel like you're over earning Or would you say that you know, you're looking to hold or improve profitability across the firm, from these levels right now?

Dermot McDonogh: I would say it's a good question, David. How I would answer that is we're trying to get better every day in every business and a mindset I adopt with everybody that I work with and talk to is one percent improvement every day, be better, run the company better, Always be humble. It's all about the client, if you keep the client happy, gonna win more business. And that really is, I think, our secret sauce I talked to a couple of people this week who've been at the firm last a long time, and I said, what's the difference between BNY today and BNY of ten years ago? And in a word, it was about client centricity.

And so we're very focused on putting the client at the heart of everything that we do. And so I wouldn't say that any one business we feel like we've meet we've reached max potential because we've invested in a lot. If you kind of take corporate trust two or three years ago, that was that was a well that was a high performing business from a margin standpoint, but had been neglected for a long time with respect to investments because the margin was good. But now we've kind of decided to invest in the business, and we're growing share. We're doing it at a higher margin than we did before. We're using AI.

We have better employee NPS scores. So all in the round, the strategy is working when you look at the three strategic pillars for that particular business. Looked at it objectively three years ago, you would say nothing to do there. We felt like there was a lot to do, and we're making great progress.

Robin Vince: David, let me add a couple of things because this your question go is some one of these things that we debate quite a bit internally as a team, and it goes back actually to the very earliest days of us re underwriting our strategy. At the time, you might remember us saying this, we looked back over the industry, for instance, on annual operating and we say, what does great look like? What are the what are the two best performers in the prior decade from twenty twelve to twenty two? On positive operating leverage and what actually is that number?

And the answer well, it was a hundred and fifty basis points of positive operating leverage on average over the course of that decade. So we said, okay. Well, we think we can be best in class. We think we've got the businesses to do it. Let's shoot for that. And, you know, lo and behold, we've sort of blown that out of the water in twenty three and twenty four and also in the first half of twenty five. So it begs the question to ourselves about are we over earning? How does the environment fit into this? And then we realized, of course, well, we keep talking about being a platforms operating company.

We have these great set of businesses, We don't actually think that banks are our pure comp. We think that there's also a comp out there with other platforms companies and other financial services platforms company who don't happen to exist in bank form. And so when you start to look at the world through those lenses, suddenly, ROTCE you can see a pathway to bigger numbers, and you can see a path to bigger numbers on margin. And we look at those types of comps, and we say, okay. Let us not be satisfied with what we originally thought of as maybe the way that we think about positive operating leverage it's okay to push harder.

Having said that, we're constantly want to be able to invest. And so to Dermot's point, we're not going to let a pursuit of positive operating leverage cause us somehow to underinvest in the business. We are investing with a decade view first and foremost. But I think it does go to one of the earlier questions, and your point also about our vent ceilings So I'm sure there will be, but we're not allowing ourselves including not being lulled into a sense of security by achieving our medium term outlooks and targets, we're not allowing ourselves to think about any ceilings across the business.

David Smith: So just to push you a little bit on that,

David Smith: know, if you're not putting any ceilings or, you know, capping your

David Smith: yourself on growth on expenses in order to achieve positive operating leverage, you know, why not invest a little bit more than just three percent expense growth you know, given the strong backdrop you're seeing and strong performance you've shown so far in the first half?

Robin Vince: No. It's it's a good push, and we do challenge ourselves on that question. I think, you know, you if you were in our sort of weekly syncs on these types of topics internally, you'd hit Dermot on a regular basis going out to the various different businesses and platforms and say, tell me what you need to invest. Do you need more investment and more expense allocation in order to be able to help you to go faster? And so that is a constant push that we are giving to the businesses. Now having said that, we are mindful of the fact that some of what we do is also dictated by the environment.

Maybe less and less over time, but it's clearly is still a meaningful backdrop for us. And so we are naturally a little bit conservative in terms of how we think about the year going into it. Because if, for instance, we'd had a much, much tougher backdrop which would not have been impossible in the quarter when you think about what was happening in April, and all of the sort of uncertainties that were in April. We wouldn't have felt comfortable necessarily if we'd had a more negative environment growing our expense guide.

So there's there's a certain amount of agility as opposed to going into the year assuming everything's going to be perfect betting on a big expense number and then getting disappointed. That's the old version of BNY Mellon. That's not the BNY of today.

Dermot McDonogh: Financial discipline is a very important skill and must memory that we've developed over the last few years. And we like to think that you have given us some credibility for that. It's not our desire to lose that. So financial discipline is very important to us.

David Smith: Alright. Thank you.

Operator: And our final question comes from the line of Rajiv Bhathiya with Morningstar.

Rajiv Bhathia: Great. Good morning. I just want to follow-up on your remark that you're not seeing negative pricing. Should I interpret that as pricing being flat year over year is that on a consolidated basis? So are you seeing the pricing environment differ by LOB?

Dermot McDonogh: So I would it's broadly flat across the firm. And significantly improved from three years ago where I would say it was a headwind few years ago. And I think as a result of all the strategies and that we initiatives that we talked to you about and that we've talked about today, I would say repricing, if I was to give you a stat, is roughly down about eighty percent from where it was three years ago. And so overall at the enterprise level, it's flat to slightly positive this year so far.

Rajiv Bhathia: And does it differ by, like, LOB?

Dermot McDonogh: Not really. No. Not there's no standout really by LOB. I would say it's broadly consistent.

Rajiv Bhathia: Thank you.

Operator: And with that, that does conclude our question and answer session for today. I would now like to hand the call back over to Robin for any additional or closing remarks.

Robin Vince: Thank you, operator, and thanks everybody for your time today. We appreciate your interest in BNY. If you have any follow-up questions, please reach out to Marius and the IR team. Be well, and enjoy the rest of the summer.

Operator: Thank you. This does conclude today's conference and webcast. A replay of this conference call and webcast will be available on the BNY Investor Relations website at two o'clock PM eastern time today. Have a great day.

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TD SYNNEX (SNX) Q2 2025 Earnings Call Transcript

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DATE

  • Tuesday, June 24, 2025 at 9 a.m. ET

CALL PARTICIPANTS

  • Chief Executive Officer — Patrick Zammit
  • Chief Financial Officer — Marshall Witt

Need a quote from one of our analysts? Email [email protected]

RISKS

  • CFO Witt described “volatility” and “uncertainty” in the macroeconomic and global trade environments, with specific mention of tariffs and the situation in the Middle East as factors warranting a “prudent” outlook.
  • Gross to net revenue adjustment increased to 31% in Q2 FY2025, which was “slightly higher than our expectations.” This was primarily due to a mix shift toward software and agent transactions, impacting reported net revenue.
  • Hive gross margins declined sequentially due to “unrealized FX losses and program mix.” Partial recovery is expected later in the year.
  • Management remains “cautiously optimistic” with CEO Zammit emphasizing difficulty forecasting future impacts from July tariffs and macro events.

TAKEAWAYS

  • Gross Billings: $21.6 billion, up 12% (11% in constant currency) in Q2 FY2025; exceeded high end of internal guidance.
  • Net Revenue: $14.9 billion in net revenue, up 7% year over year in Q2. Net revenue was above guidance.
  • Gross Profit: $1 billion in gross profit, up 7% year over year in Q2.
  • Non-GAAP Diluted EPS: Non-GAAP diluted EPS was $2.99, above the high end of guidance in Q2.
  • All Segment Growth: Both Endpoint Solutions and Advanced Solutions posted double-digit gross billings growth in Q2 FY2025; Endpoint Solutions grew gross billings 13% year over year. Advanced Solutions grew gross billings 12% year over year (10% year over year excluding Hive).
  • Hive Performance: Grew gross billings in the “high teens” year over year, driven by server and network rack programs in Q2 FY2025; ODM/CM specifically grew 45%, led by the largest customer.
  • Software: Achieved 20% billings growth in software, propelled by cloud, cybersecurity, and infrastructure segments in Q2 FY2025.
  • PC Segment: Growth was supported by ongoing B2B refresh cycles attributed partly to Windows 11 and pandemic-era replacement in Q2.
  • Regional Developments: Europe grew 17% year over year in Q2 FY2025, with the APJ region led by India (B2B) and Japan (consumer); North America also grew.
  • Customer Segments: SMB, MSPs, and public sector all grew double digits.
  • Gross Margin: 5% of gross billings, flat sequentially, down 21 basis points year over year in Q2 FY2025; Hive margins declined due to FX and mix.
  • SG&A Expense: $632 million (3% of gross billings), improved 11 basis points year over year (non-GAAP) in Q2 FY2025.
  • Operating Income: Non-GAAP operating income increased 7% to $414 million. Non-GAAP operating margin was 2% of gross billings in Q2 FY2025, down 10 basis points year over year.
  • Cash Generation: Free cash flow was $543 million in Q2 FY2025; Net working capital was $4 billion, with a four-day cash conversion improvement sequentially.
  • Capital Returns: $186 million returned to shareholders ($149 million share repurchase, $37 million dividend) in Q2 FY2025; Next dividend of $0.44/share approved for Q2 2025, payable July 25, 2025.
  • Leverage: Ended Q2 FY2025 with $767 million in cash, Ended with $4.1 billion in debt. Growth leverage ratio was 2.4x, net leverage 1.9x in Q2 FY2025.
  • Guidance for Q3: Anticipates non-GAAP gross billings of $21 billion–$22 billion (6% growth midpoint), net revenue of $14.7 billion–$15.5 billion, non-GAAP net income of $227 million–$268 million, and non-GAAP EPS of $2.75–$3.25 in Q3 FY2025; Assumes euro/dollar exchange of 1.13 in Q3 FY2025.
  • Share Repurchase Guidance: The company expects to execute approximately $105 million of share repurchases in Q3 FY2025.
  • Free Cash Flow Outlook: The company is targeting $1.1 billion in free cash flow for the full year, with a 95% net income to free cash flow conversion rate, supported by continued Hive working capital improvements.
  • Channel Recognition: Over 40 industry honors, including Distributor of the Year awards from HPE, Nvidia, CrowdStrike, Dell, Lenovo, NetApp, and Fortinet.

SUMMARY

TD SYNNEX (NYSE:SNX) delivered double-digit top-line and bottom-line growth on a non-GAAP basis in Q2 FY2025, surpassing internal forecasts, as management cited demand pull-forwards and broad participation across segments and geographies. The company disclosed an incremental $100 million–$200 million revenue benefit and $10 million gross profit attributable to early orders, primarily in PCs, with ongoing strength anticipated from refresh cycles. Gross margin as a percentage of gross billings remained stable sequentially but highlighted segment pressure, particularly in Hive, due to FX and program shift, offset by strong margin mix from Endpoint and component business. Free cash flow and working capital saw significant improvement, propelling confidence in the annual $1.1 billion free cash flow target, supported by robust operations in Hive and optimization initiatives. Management’s outlook remains prudent due to high uncertainty around tariffs, macroeconomic factors, and the Middle East, with a muted growth trajectory factored into Q3 and full-year guidance.

  • CFO Witt confirmed that “demand will soften in the second half of the year,” following the pull-forward and normalization of growth comparisons.
  • CEO Zammit stated, “We are in the middle of [the PC refresh cycle],” signaling ongoing tailwinds for Endpoint Solutions, while highlighting that networking returned to growth in Q2 2025 for the first time in several quarters.
  • Hive’s ODM/CM business achieved 45% growth, primarily from its largest customer, but recovered demand from a key second customer was “slightly below our expectation.”
  • Management signaled caution related to July tariff decisions, with Zammit clarifying, “could be the impact. So again, so far no concerns. Everything is in line with the guidance.”
  • Investments in engineering and U.S. SMT capabilities are aimed at increasing service complexity and customer diversification, including sovereign and “made in America” opportunities with hyperscalers, which may enhance future margin profiles.

INDUSTRY GLOSSARY

  • Gross Billings: Total invoiced sales before deductions, used as the primary top-line measure in distribution and agency-model businesses.
  • ODM/CM: Original Design Manufacturer/Contract Manufacturer; refers to custom hardware design and assembly for third-party brands, particularly in data center and hyperscaler verticals.
  • SMT: Surface Mount Technology; advanced method for producing electronic circuits, referenced for U.S. manufacturing expansion.
  • SMB: Small and Medium-sized Business; identified as a core customer segment growing by double digits.
  • MSP: Managed Service Provider; a recurring customer group with double-digit growth contribution.
  • APJ: Asia Pacific and Japan; a TD SYNNEX regional reporting segment.
  • Hive: TD SYNNEX’s Advanced Solutions portfolio sub-segment involved in hyperscaler and data center product delivery.
  • Endpoint Solutions: Product group encompassing PCs, peripherals, and consumer-facing hardware segments.
  • Advanced Solutions: Includes data center, cloud, networking, and AI technology offerings distinct from Endpoint.
  • Gross to Net Adjustment: Metric reflecting the reduction from total gross billings to net revenue, influenced by agent transactions and product mix; a higher ratio was cited as a headwind.
  • Public Sector: Government and related institutional customers, where SLED (State, Local, Education) and Fed were both cited as growing segments.

Full Conference Call Transcript

Patrick Zammit: Thank you, David. Good morning, everyone, and thank you for joining us today. I'm excited to report on our strong second-quarter performance and provide an update on the impacts we are seeing from the macroeconomic uncertainty. Our Q2 results demonstrate the continued strength of the IT distribution and hyperscaler markets. Meanwhile, our strategy and the execution of our team are enabling us to grow ahead of market. In Q2, gross billings grew 12%, 11% in constant currency, and non-GAAP diluted EPS exceeded the high end of our guidance, with all regions and major technologies contributing. We believe the quarter benefited from some demand pull forward.

Within TDC Next, excluding Hive, gross billings grew 11% year over year and operating margins expanded, resulting in strong operating income growth. From a technology perspective, we saw strong growth across both endpoint and advanced solutions. Hive, which is included within the Advanced Solutions portfolio, grew gross billings in the high teens. High profit margins declined sequentially on which Marshall will provide more color. Within TD SYNNEX, all regions and major technologies experienced growth during the quarter. Software continues to be a bright spot in our portfolio experiencing 20% billings growth fueled by cloud cybersecurity and infrastructure software.

Additionally, we continue to see strong growth in PCs driven by the refresh cycle, and we were also pleased to see growth in networking after multiple weak quarters. We saw broad-based demand across all our major customer segments, specifically SMB MSPs and public sector, all of which grew double digits during the quarter. At Investor Day, we shared five strategic imperatives we believe will enable us to deliver above-market growth. This includes unifying our reach, targeting new customers, distribution market expansion, diversifying our offerings, and accelerating on services. The execution of our strategy is recognized by 40-plus honors we received in the channel during the quarter.

Additionally, HPE announced yesterday TD SYNNEX is their Global Distribution Partner of the Year. Other highlights of Honors during the quarter include being named NVIDIA's Americas Distributor of the Year, CrowdStrike Americas Partner of the Year, Dell EMEA Distributor of the Year, Lenovo U.S. Distributor of the Year, NetApp LATAM Distributor of the Year, and Fortinet Hong Kong Distributor of the Year, among others. A key component of our strategy is targeting new customers and allowing them to scale through our digital capabilities. For example, many customers invest a significant portion of their SG&A in operational overhead. And in the U.S, we held a new customer to address this with a specialized solution.

We partnered with our customer to develop a completely integrated and automated operational model that drove efficiencies through TD SYNNEX transactional APIs and custom workflows. Everything from configuration to renewals. By fully leveraging our digital capabilities, our partner was able to make an outsized investment in sales, marketing, and engineering talent. This has resulted in exponential sales growth at accretive margins for both our partner and TD SYNNEX. Additionally, we continue to make great strides with our delivering services strategic imperative. In a recent example with a leading advanced solutions OEM, we are deeply engaged in several important services initiatives. Including building various data center solutions and deploying the AI infrastructure solutions.

We are certified to build solutions on their behalf, both for their direct and indirect channels, and this facilitates robust supply chain acceleration to significantly improve their time to cash and extend their overall capacity. Between our multi-vendor technical expertise and our robust integration supply chain support and professional services we are well positioned to connect OEMs with a network of technology vendors required for their AI infrastructure solutions. Our North Star remains generating profitable growth and free cash flow while being a valued partner to our vendors and customers across the world. We continue to allocate excess cash to high-return opportunities to ensure sustainable value creation for our shareholders.

Now, I will pass it to Marshall for financial performance and outlook.

Marshall Witt: Thanks, Patrick, and good morning, everyone. We had a strong performance in the second quarter with gross billings of $21.6 billion, up 12% year over year, 11% in constant currency, and above the high end of our guidance range. We were pleased to see year-over-year growth across all regions and major technologies. Our teams continue to execute extremely well, and in addition to that, we believe we are modestly aided by our customers advancing their forecasted purchases in light of a volatile economic environment. In Q2, there was approximately 31% reduction from gross billings to net revenue, which was slightly higher than our expectations.

This was primarily driven by an increase in high transactions where we act as an agent and a higher mix of software. Net revenue was $14.9 billion, up 7% year over year and above the high end of our guidance range. In Q2, our Endpoint Solutions portfolio grew gross billings 13% year over year, driven by the ongoing PC refresh cycle and customers modestly advancing their forecasted purchases. Our Advanced Solutions portfolio grew gross billings 12% year over year, 10% year over year when excluding the impact of Hive, driven by accelerated demand for data center infrastructure and continued growth in cloud, security, AI, and other high-growth technologies.

HIVE, which is reported within the Advanced Solutions portfolio, grew in the high teens, primarily due to strength in programs associated with server and network rack builds. Gross profit increased 7% year over year to $1 billion. Gross margin as a percentage of gross billings was 5%, which was consistent sequentially and a decline of 21 basis points year over year. Excluding Hive, gross margins were relatively flat year over year. Hive gross margins declined from Q1 due to unrealized FX losses and program mix. We expect a portion of the unrealized FX losses will be recovered as we sell through the product in the back half of the year.

Non-GAAP SG&A expense was $632 million or 3% of gross billings, representing an 11 basis point improvement year over year. The cost-to-gross-profit percentage, which we define as the ratio of non-GAAP SG&A expense to gross profit, was 60% in Q2, consistent with quarter one. Non-GAAP operating income increased 7% to $414 million. Non-GAAP operating margin as a percentage of gross billings was 2%, representing a 10 basis point decline year over year and consistent with Q1. Interest expense and finance charges were $90 million, slightly higher than expectations and relatively consistent quarter over quarter. The non-GAAP effective tax rate was approximately 23%, which was in line with expectations.

Total non-GAAP net income was $251 million, and non-GAAP diluted earnings per share was $2.99, both above the upper end of our guidance range. Turning to the balance sheet for quarter two. Net working capital was $4 billion, which is an improvement quarter over quarter despite the accelerated growth that we experienced throughout the business. We experienced a four-day improvement in our cash conversion cycle on a net quarter over quarter consistent with expectations. Free cash flow generation for the quarter was approximately $543 million. We returned $186 million to stockholders in quarter two, with $149 million in share repurchases and $37 million in dividend payments.

For the current quarter, our Board of Directors has approved a cash dividend of $0.44 per common share that will be payable on July 25, 2025, to stockholders of record as of the close of business on July 11, 2025. We ended the quarter with $767 million in cash and cash equivalents, debt of $4.1 billion. Our growth leverage ratio was 2.4 times, our net leverage ratio was 1.9 times. Moving on to our outlook, I want to start by addressing the fact that we're in a volatile environment given the ongoing developments with respect to global trade. I also want to acknowledge that this is our best view based on what we know today.

With that, for the third quarter, we expect non-GAAP gross billings in the range of $21 billion to $22 billion, representing growth of approximately 6% at the midpoint. Our outlook is based on a euro-to-dollar exchange rate of 1.13, net revenue in the range of $14.7 billion to $15.5 billion, which translates to an anticipated gross-to-net adjustment of 30%. Non-GAAP net income in the range of $227 million to $268 million, non-GAAP diluted earnings per share in the range of $2.75 to $3.25 per diluted share based on weighted average shares outstanding of approximately 81.8 million. We expect a non-GAAP tax rate of approximately 23%, interest expense of $89 million.

We expect to execute approximately $105 million of share repurchases during the quarter, and we'll remain opportunistic in our strategy to return excess cash to our shareholders. In closing, we believe we are in a strong financial position heading into the second half of the year and are leveraging our strategy to ensure we remain the partner of choice in IT distribution. With that, open it up for your questions. Operator?

Kate: We request that you limit yourself to one question to allow time for the other participants to ask your questions. If there is first question comes from the line of Catherine Campana with Goldman Sachs. Your line is open. Hi, thank you for the question. It would be helpful if we could get some more color on the pull forward that you noted in the prepared remarks. Were there any particular products that benefited likely PCs is my guess, but would love to know more about the financial impact there. And is there any impacts we should be mindful of when we think about the ES and AS mix through the balance of the year because of this pull forward?

Thank you.

Patrick Zammit: Yes. Good morning. Thanks a lot for the question. So first thing overall, I mean, we had a very strong quarter with sales and EPS at the high end of guidance. And double-digit growth. So we looked at, and we pulled forward So, we saw a little bit of it in PCs. It's difficult to quantify, but we think that MAX we benefited from $100 million to $200 million in sales of pull ins no more than that. For the moment on PCs, we see the demand continuing to be strong, especially in B2B. Is driven again by the refresh of the base purchase during the pandemic and, of course, the Windows 11 refresh.

Marshall Witt: And Catherine, this is Marshall. Just to comment on following comment for what Patrick said. From an overall margin benefit for the quarter, we expect that probably was around $10 million of gross profit that was incremental to the quarter. And then thinking about your question on ESAF mix for the second half of the year, We do continue to expect there to be refreshed strength in the second half. So now, we think it's probably equal in regards to ESAF mix for the portfolio for the second half.

Kate: Thank you very much.

Patrick Zammit: Thank you.

Kate: Your next question comes from the line of Adam Tindle with Raymond James. Your line is open.

Adam Tindle: Okay. Thank you. Good morning. I just wanted to talk about that pull forward dynamic, Marshall. If I look at your guidance for Q3, it's similar to what you guided to last year. And we've got this pull-forward dynamic that you talked about. We also have typically a big public sector quarter in Q3, just two that might be a little different and cause Q3 to be subseasonal this year. So, guess the question would be as you thought about Q3 guidance, why wouldn't we see a little bit more muted seasonality in that quarter this year versus last?

And then secondly, if you could maybe just revisit obviously your tracking very well relative to the fiscal 2025 guidance that you gave at the Analyst Day, particularly on an earnings basis that 11.5 to $12 I wonder if that's something that we should be sort of reconsidering or maybe pushing the models towards the high end of that as we kind of think about shaping Q4? Thanks. Sure. I'll cover the pull forward and its impact, the potential impact in the second half. I'll have Patrick talk about the public sector and then I'll talk about the Analyst Day comments about the second half.

So, yes, we, as I said, we did we did experience some pull forward, as Patrick mentioned, $100 million to $200 million of revenues, margin benefit. Right now, we're being fairly prudent in our thoughts that continuing benefit in the second half of the year. Again, think the overall thought for us is that demand will soften in the second half of the year, is pretty consistent with we had said at Analyst Day. We are expecting to be a little bit on the higher end of that range outcome for our guidance that we provided in quarter three.

And then just thinking about quarter four, fairly similar to what we shared at Analyst Day, which is that 3% to 4% growth and the typical seasonality you would experience, his historically between quarter three and quarter four activities and relationships. And Patrick, to public sector comment?

Patrick Zammit: Yes. So we had a very strong quarter for the public sector including Fed. I mean we saw also solid growth in the Fed business Q3, again, I mean, the majority the vast majority of our public sector business comes from the SLED and we continue to be positive on the prospects there. I just add to what Marshall explained that for the moment what we see the underlying trends by technology continue to be relatively positive. Thinking about software, PCs, server, networking is back to growth, cloud. But there is also a macro environment Tariff is one, but also the situation in The Middle East.

Which for the moment leads us to be cautiously optimistic and a little bit prudent in our outlooks.

Adam Tindle: Okay. Maybe just a quick clarification for a follow-up. Marshall, you talked about free cash flow for the year, $1.1 billion. I think, was the target. Obviously, a much better quarter this quarter, but still negative year to date. It's a pretty big climb in the back half of the year. So just wanted you to maybe revisit your thoughts on free flow for the year. Is that something that should still stand? And if so, what would the levers be to get there? Thanks. Yep.

Marshall Witt: Sure. So we still believe that we'll be able to attain the $1.1 billion in free cash flow We were happy with the improvement in cash conversion and working capital in quarter two with a four-day improvement. As you know, when we were commenting last quarter, we expected that to happen. It did. The majority of the working capital improvement is with our Hive organizations. We entered the year bit heavy on working capital for the reasons we articulated in our quarter one call. And expect that to unwind throughout the year So far, it's going as we had thought. There is some additional optimization that we think we can garner. Out of Pive.

So our expectations for quarter three and quarter four for cash stays is probably two to three days in quarter three. Maybe one to two days in quarter four. Adam, the other thing just to think about is we're talking about the muted IT spots for the second half of the year. As you know, as growth rates decline even though they are improving in terms of year over year, that does also aid and allow us to improve our working capital as overall growth rates decline. And then finally, as we mentioned in Analyst Day, we do expect the net to cash flow conversion to be at 95% for the full year.

So we still feel good about hitting our $1.1 billion target.

Adam Tindle: Makes sense. Thank you. Thank you.

Kate: Your next question comes from the line of Eric Woodring with Morgan Stanley. Your line is open.

Eric Woodring: Hey guys, good morning. Thank you so much for taking my Patrick or Marshall, for either one of you, I would love you could just maybe give us a bit more detail on demand linear in the quarter. And really what I'm trying to get at is April was a relatively challenging month. We heard from some of the enterprise OEMs. And so obviously your May quarter kind of straddles that. So I'd love to just better understand a little bit how demand progressed you know, from April into May and then May thus far into June. And anything that stood out for you guys if you look at that by either AS or ES trends? Thanks so much.

Marshall Witt: Sure, Eric. I'll start. Within the quarter, we did see strength in March and April. Call it mid-teens growth rate. Then it softened a little bit in May, but still a good growth rate in terms of year over year. It ended up being a very solid quarter for us. So far in June, it reflects what we're guiding if you just think about our outlook. So we generally see fairly consistent behavior all in quarter two and quarter three from a gross billings perspective. You can see that on guidance. And then just to comment briefly on high for quarter two, you remember, when we came into the quarter, we thought that they would be slightly down.

And Patrick's prepared remarks. High grew in the high teens. So they did exceptionally well during the quarter, showed great momentum. So, in addition to the distribution intra-quarter behavior, we also saw strong growth in Hyatt. And Patrick, anything on ES or AS you want to comment?

Patrick Zammit: Yes. So very rapidly, I mean, I look at the main product categories, you look at so let me start with software. I mean software continues to be really strong. Especially in virtualization. We see very nice demand. As I mentioned, public cloud continues to grow double digits very solid growth. And no reason to see a slowdown there. Security is another bright spot. I mean, the need for defending against cyber attacks continues to be there and so demand should remain healthy. PCs, we had a very strong quarter. We still believe that next quarter demand will be there. As I mentioned because of the refresh cycle. But refresh cycle is not over.

I mean, the good news this quarter was networking. I mean, as we talked about in the previous quarters, we have there was a tough compare. But now we see this market also coming back, growing, and becoming a tailwind overall. So that's positive. From a regional standpoint, Europe continues to be strong. APJ was very strong. And most important North America is we see the market also enjoying solid growth. So, a geographic standpoint, yes, I am cautiously optimistic.

Eric Woodring: Great. Thanks so much for the color, guys. Good luck.

Kate: Your next question comes from the line of Ruplu Bhattacharya with Bank of America. Your line is open.

Ruplu Bhattacharya: Hi, thank you for taking my questions. So last quarter you talked about two issues in Hive. There was a demand shortfall, I think, from a customer, and there was an issue with inventory and working capital. So are you seeing improvement in both issues with the rest. And then Patrick, for my follow-up, I'd like to ask, that if, we look at your billings growth in 1Q, it was high single digits about 8% year on year. 2Q, you just reported 12%. Europe seems to have grown very strong 17% year on year.

So what is it that is giving you pause to think or giving you cost to think that there's a pause in demand in fiscal 2Q Or are you just being conservative for the full year? Thank you. I'm going take the first part.

Marshall Witt: Yes. So, go start with Haif. Hi, Ruplu. So yes, you're right. The two items we discussed in quarter one around Hive. First of all, Hive still had a great quarter in quarter one, another fantastic quarter in quarter two. I think quarter one, we said 23% growth, so pretty good. Quarter two, 19% mid-high teens, pretty good. So the demand shortfall was relatively muted against the strong growth within the quarter. For both quarters. We did comment about a component buy that we expected to see in quarter one. We expect that to sell through in the second half of this year. So we're good. We're happy about that.

And then the comments around inventory working capital, addressed this a little bit earlier. With Adam's question around the improvement that we saw in cash and in working capital, was primarily driven by the improvement in Hive working capital as well. We would expect that to continue to unwind for the rest of the fiscal year.

Patrick Zammit: And Ruplu, just on the second question about the year-on-year growth rate for Q3. So it's true that Q1-Q2 we were close to double digit or above double digit So, for Q3, I would say first last year Q3 started to see the recovery in distribution. And HIVE had a very strong quarter. So a tougher base, if you will, in Q3 last year versus so which explains a little bit the growth rate or the forecasted growth rate for Q3. Second point is the macro uncertainty, which leads us to be again a little bit more cautious And but nevertheless, as I just explained before, good underlying tailwinds by technology and by region.

So the blend of all that leads us to the guidance we provided. And we will see at the end of Q3. And then briefly just to follow up on the comment of your question on quarter one being 8%, quarter two being 12. And as Patrick's prepared remarks, across the board, we just saw better than expected outcomes for the reasons that we articulated. Just a good performance, good position and good outcomes for the business.

Ruplu Bhattacharya: Sorry, just to clarify one thing. Are you actually seeing any weakness right now in any region or any product line? Or is it your expectation that it could based on the political and the economic issues that are out there, there could be some weakness or are you actually seeing any slowdown, right? Now? So what we see in June is in line with the guidance we provided.

Patrick Zammit: As you know July is when we will know more about tariffs. And so difficult to forecast the impact. So July August and August is a month which is interesting So it's a vacation month for example in Europe. And you have The Middle East, what could be the impact. So again, so far no concerns. Everything is in line with the guidance.

Ruplu Bhattacharya: You so much.

Kate: Your next question comes from the line of David Voigt with UBS. Your line is open.

David Voigt: Great. Thank you. Thanks, Patrick. Thanks, Marshall. Patrick, can I just dive back into Hi for a second? I think you talked about strong billings of high teens. The margin mix was a little bit lower. So could we infer from that comment that what you saw strength in this quarter was more on the Centimeters side versus sort of the spare parts ODM side of the business. Then how does that play into the comments again? I think you touched on it briefly, but last quarter there was some push out of orders. Did we see those orders come back this quarter? For that second customer that's ramping?

Is that still on the come as we go into the third and the fourth quarter? And then I have a follow-up.

Patrick Zammit: I'm going to comment. So thanks a lot. I'm going to comment on the top line and then Marshall will give you more color on the margin. So if you look at the top line, again very, very, very strong growth for the ODMCM business. 45%. Primarily driven by our largest customer. So, really the largest customer drove that growth. The second customer in fact last quarter the demand paused and we saw demand coming back this quarter slightly below our expectation, but the demand is back which is a positive.

Marshall Witt: Hey, David. Hey, Marshall. How's it going? So, in regards to the overall margin profile and in my prepared comments, I referenced unrealized FX that was a hit to our margin in Hive. But we expect that to recover in the second half of the year. So that was one of the one of the headwinds related to margins for Hive. The other is within the Centimeters ODM mix that itself, just the various program Its profile for the quarter ended up being a little bit negative to the margins expectations for the quarter. We do expect those to unwind and for margins to improve for Hive in quarter three.

And then if you think about the overall range of the portfolio, ODM, Centimeters is around 6% of total product. And then as we said at Analyst Day, which is still consistent, our spares, we'll call it data center supply chain ranges between 2% to 4% of total gross billings reason why we gave that range is it's got a little bit of volatility and bumpiness quarter to quarter. But we were a little bit more towards the higher end of that 2% to 4% in quarter 2. But wanted to give you that context as well.

David Voigt: No, that's it. I appreciate it. And I'm sorry. Go ahead, Patrick.

Patrick Zammit: Yes. I just wanted to add one thing which is that what we see is really the I mean exclude the unrealized effects the margin for HIVE is really stabilizing now. I mean, when you look at it quarter by quarter to quarter, we see the stabilization, which is very encouraging. Sorry. Got it.

David Voigt: And Marshall, just one final question. Can you remind us again, I guess, April when you kind of laid out the balance of this year, kind of what was the underlying assumption for the tariff regime going forward? As we're coming up to July, not really a comment about the demand profile now, but just remind us again what we kind of embedding? Do tariffs come back sort of on a 10% reciprocal basis? Across most of the markets that you serve? Kind of just how should we think about it given the level of uncertainty, maybe kind of the baseline?

Marshall Witt: Yes. Well, you remember, we were living it live in April. And so it wasn't a ground-up assessment, other than knowing the demand on kind of the last iteration that we saw in 2018 and 2019 did soften. I think that to some extent our ability to see that and forecast a high level what that represented and now we're laying out maybe a little bit stronger thought for quarter three within that context. But back to Patrick's point, still a lot of uncertainty going be difficult to know what happens on July 9. And its impact and where that ultimately settles.

So a long way of telling you that it's still very uncertain as to what that demand outcome looks like as we finish up this year and going into next year.

David Voigt: Great. Thanks Marshall. Thanks Patrick.

Marshall Witt: Thank you.

Kate: Your next question comes from the line of David Page with RBC Capital Markets. Your line is open.

David Page: Hi, good morning. Thank you for taking our question. Just want to circle back to PC refresh was wondering if you could just in terms of innings, where are we in terms of the refresh cycle? Or are we just starting in the middle towards the end? And then that's it.

Patrick Zammit: Thanks. Good morning, David. So, according to me, we are in the middle of it. We are not at the start We saw already the refresh starting at least one if not two quarters ago. So, we I think we are in the middle of it. So yes, And that's the reason when you look at our guidance, continue to be positive on the contribution of PC to the overall growth.

David Page: Thanks, Patrick. Appreciate. Your next question comes from the line of Joseph Cardoso with JPMorgan. Your line is open.

Joseph Cardoso: Hey, good morning. Thanks for the question. Maybe another follow-up question on PCs or ES maybe more broadly. You've had a couple of quarters in a row sequential margin improvement in this business. And I was just curious if you could walk us through what is driving this margin improvement, particularly maybe not an apples-to-apples comparison, but when I look at your OEM partners, they've obviously high some margin pressure within their respective PC businesses. So just curious, what's been driving the strength in the margin sequentially now for what it looks like four quarters or so?

And how are you thinking about the sustainability of that as we think about going into the back half of this year? Thanks.

Marshall Witt: Joe. It's Marshall. Typically, we do see refresh, we've been through a few of these. There is increased demand. With that, it does come a little bit of a stronger pricing environment in general. So we did mention in the call that we saw some of the momentum in Poland related that strength and also the margin incremental margin associated with the pricing associated with that. There is a little bit of temporary aspect to that. But as Patrick said, middle of the game here, still think there's probably benefits for us as we go forward.

As you might know, in certain parts of our markets, specifically in North America, we do a lot of large buys around the pizza ecosystem. That creates benefits for us that may continue going forward Your question about what does it look like after the refresh kind of gets through it game. We typically expect to fall back to normal IT spend plus our normal market share. Expectations for that. So sustainability, we feel good about it, probably have a little momentum behind us. Hard to know if that carries through the end of this year or if it extends into next year.

Patrick Zammit: And I just want to add one more thing. It's also mix-related, product mix-related. PC has been driving the growth of the Endpoint segment. Also the component business has been very strong. And those two categories have better margins. Relatively speaking, the mobile category has grown much slower and there the margin is lower. So again mix is also nicely contributing to the improvement of the of the margin.

Joseph Cardoso: Very clear. Thanks for the color guys. Appreciate it. Thanks, Joe.

Kate: Your next question comes from the line of Vincent Colicchio with Barrington Research. Your line is open.

Vincent Colicchio: Yes. On APJ, what drove the strength there? And is that sustainable?

Patrick Zammit: Yes. So good morning. So we had a very strong quarter in APJ. More or less every country contributed, but specifically India and Japan. In Japan, it's driven by the consumer business India, it's more the B2B business. We continue to be positive about the prospects of APJ. I mean, we have a low share in the region. So we have an aggressive growth plan. But most important, are I mean our growth plan is focused on the margin reach customer segments and product segments. We believe that we're going to continue to see solid growth but also a solid gross profit generation and operating profit generation.

Vincent Colicchio: Thanks for the color. Thanks, Ben.

Kate: Your next question comes from the line of Fernando Bairova with Loop Capital. Your line is open.

Fernando Bairova: Hey, good morning guys. Thanks for taking the question. I guess going back to Hive, a couple if I could. Is there any distinction or what are the distinctions to be aware of between the 45% growth in the ODM Centimeters segment and in the high teens growth in highs And then Patrick, in your prepared remarks, you talked about in some detail working with working with hyperscalers to build out data center solutions and some of the work you're doing there.

Is that sort of description, are we are we watching real time you expanding the complexities of your engagement engagements and the complexity of the scope of the work you're doing with the hyperscalers Could that be part of the reason the margins are starting to be more favorable as to your remarks a moment ago? And then just one last thing, it's a clarification. Did you say that networking you were seeing networking improvement in Hive or that Hive was one of the drivers for the improvement in networking? And I'll stop there. Thanks, guys.

Marshall Witt: I'll go first and then pass it over to Patrick. Good question. So yes, we did call out the ODMTM compare and the growth year over year is around 45% and you're right mid teens. What's the difference? Supply chain was a little bit down year over year. So that's why the math works that way. So we still as we acknowledge, believe it's a good part of our business. It's lumpy, so it does move around quite a bit. But that's how you get to that mid teen overall growth for Hive. In regards to the complexity of engagements with our hyperscale customers, I'll let Patrick speak to that.

I'll let him speak to the pipeline not only with existing customers but potential new expansion as well. Then anything around how network might be driving high growth.

Patrick Zammit: Yes. So good morning and thanks for the question. So I start with Hive and then I will address the networking question. So I mean, strategy is clearly, we want to move up the value chain. That's the reason we are investing in engineering capabilities to be more on the ODM side rather than Centimeters We're also investing in our SMT capabilities in The U.S, because we think that based on the environment it's going to give us a competitive advantage. But also we are diversifying our customer base. And we may do more in the future for example, with sovereign customers where we believe the margin should be slightly better.

So that's so yes, that's the reason margins are stabilizing and we hope that the outcome of all the actions I just talked about will in fact take us to even better margins going forward. On networking, yes, HIVE also had a strong quarter on networking, but excluding in distribution networking got back to growth. Modest growth, I mean low single digit, but we are back to growth.

Fernando Bairova: That's all super helpful. Quick follow-up if I could. Are you guys seeing any sort of increased conversation with regards to Hive from a made in America context. With hyperscalers. And I know I know the customer base opportunity is more global than that. With sovereign and neo cloud. But just with the hyperscale specifically, is there any sort of incremental made in conversation that's going on? Thanks. That's it for me. Thanks.

Patrick Zammit: Yes. Again, high level. I mean, have a very nice pipeline of opportunities. So with our existing customers, we are working on several programs and hopefully we're going to close some of them. Again, design cycle is long. So we're never completely sure when that's going to close. But many, many opportunities I can confirm that there is also interest from other customers to work with us. Because of the expertise and the manufacturing capabilities and the service we are providing.

Fernando Bairova: Great. Thank you, guys.

Patrick Zammit: Thanks, Ananda.

Kate: I will turn the call back over to Patrick for closing remarks.

Patrick Zammit: You everyone for joining us. I want to take a moment to express gratitude to our customers, partners and our investors for their support and importantly our outstanding team of over 23,000 coworkers around the globe for their dedication to serving our customers. Look forward to reconnecting next quarter. I hope you have a good day.

Kate: That concludes today's conference call. You may now disconnect. Have a nice day.

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Carnival (CCL) Q2 2025 Earnings Call Transcript

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Image source: The Motley Fool.

DATE

Tuesday, June 24, 2025 at 10 a.m. ET

CALL PARTICIPANTS

President and Chief Executive Officer — Josh Weinstein

Chief Financial Officer and Chief Accounting Officer — David Bernstein

Need a quote from one of our analysts? Email [email protected]

TAKEAWAYS

Net Income: Exceeded prior March guidance by $185 million, with performance outpacing expectations across all major areas.

EBITDA: EBITDA rose 26% year over year in Q2 2025 compared to Q2 2024, reaching record highs for a second quarter and delivered $6.9 billion of EBITDA for the full-year 2025 guidance, a 13% increase compared to 2024.

Operating Income: Operating income increased by 67% year over year in Q2 2025 compared to Q2 2024 and achieved new highs in both total figures and per available lower berth day (ALBD).

Yields: Grew by over 6.4% compared to the prior year, surpassing guidance by 200 basis points and driven by higher ticket prices and strong onboard spending.

Unit Costs (excluding fuel per ALBD): Increased 3.5% year over year in Q2 2025 compared to Q2 2024, but were 200 basis points better than guidance, mainly due to timing differences in expenses.

Customer Deposits: Hit an all-time high, up more than $250 million compared to the prior year, despite a 2.4% decline in capacity.

Return on Invested Capital (ROIC): Surpassed 12.5% on a trailing twelve-month basis, more than doubling in less than two years compared to the prior period and exceeding previously stated 2026 targets eighteen months ahead of schedule.

EBITDA Margin: Stood at its highest level in nearly twenty years for the most recent quarter, 200 basis points higher than 2019; The prior quarter's EBITDA margin was 140 basis points higher than 2019.

2025 Full-Year Net Income Guidance: 2025 full-year net income guidance raised by $200 million to approximately $2.7 billion. The increase was attributed to yield outperformance, incremental voyages, and lower costs.

Yield Guidance (Full-Year 2025): Full-year 2025 yield guidance increased by 30 basis points to 5% year-over-year growth.

Cruise Costs (excluding fuel per ALBD): Forecast to rise 3.6% for full-year 2025 compared to the prior year, two-tenths of a point below prior guidance, mainly due to higher ALBDs from added sailings.

Fuel and Currency Impact: Full-year 2025 guidance includes a favorable net impact of $35 million from currency and fuel price compared to March guidance, including $30 million from ongoing fuel consumption improvements for the full year

Advanced Booking Position: Booking levels and pricing remain at last year’s record levels, with elongated advanced booking windows and limited capacity growth.

Celebration Key: Anticipated to open on July 19, already attracting premium pricing and sustained marketing investment, with expansion plans for phased ramp-up in the fourth quarter.

Destinations Expansion: Announced upgrades and capacity increases at Relax Away Half Moon Cay and Mahogany Bay (to be renamed Isla Tropical), broadening revenue opportunities through enhanced beach destinations.

Loyalty Program: Carnival Rewards, launching June 2026, will link status to total customer spend, and is expected to be cash flow positive from inception; however, it will reduce reported yield by approximately 50 basis points in 2026, be slightly less negative in 2027, neutral in 2028, and accretive thereafter.

Balance Sheet Actions: $350 million of $1.4 billion notes due 2026 was prepaid during Q2 2025 and the remainder refinanced to 2031, cutting net interest expense by $20 million through early 2026.

Net Debt to EBITDA: Improved from 4.1x to 3.7x sequentially from Q1 to Q2, with continued deleveraging expected, though the net debt to EBITDA ratio may remain flat at 3.7x at year-end due to scheduled ship delivery and export credit.

Investment Grade Progress: Carnival Corporation & plc now stands one rating notch below investment grade with S&P and Fitch, following recent upgrades.

SUMMARY

Carnival delivered its eighth consecutive quarter of record revenue and yield, materially exceeded previous guidance on net income and achieved strategic financial targets ahead of schedule. Management highlighted robust booking trends, premium pricing for new Caribbean destinations, and accelerated returns on recent investment in ships and guest experiences, while refining forward guidance to reflect updated business conditions and ongoing geopolitical uncertainty.

Weinstein explained that margins and returns have significantly exceeded 2019 reference points, stating the company has never thought of 2019 as a ceiling, and presented empirical evidence of EBITDA margin gains for two consecutive quarters versus the 2019 baseline.

Bernstein specified that cruise costs (excluding fuel per ALBD) will increase at a higher pace in Q3 2025—7% year-over-year—due to operating costs for Celebration Key, lower capacity, higher marketing expense, and nonrecurring prior-year items. Celebration Key and the nonrecurring item each account for approximately a one percentage-point impact, while advertising and lower capacity together account for a little over a point.

Details were provided regarding recent ship sales, with Weinstein stating proceeds were nicely overbooked value, characterizing the transactions as opportunistic portfolio moves in line with fleet revitalization strategy.

While noting greater booking volatility in April, management reported sequential improvement in May and the first weeks of June, and confirmed that Europe Q3 demand is looking great, with onboard spending outperformance persisting into June.

There were no indications during the call of meaningful divergence in demand trends between lower-income and premium/luxury guests; management emphasized the company's value proposition as central to its booking resilience across segments.

Management estimates that upgrades to key destinations could enable visitor counts to certainly double and more for Relax Away Half Moon Cay, driven by increased berthing and expanded infrastructure versus historical levels.

Bernstein outlined that accounting for the new loyalty program will defer revenue recognition, with no expected incremental cost versus the existing program, and committed to providing future disclosures to break out the impact for investor clarity.

INDUSTRY GLOSSARY

Available Lower Berth Day (ALBD): A measurement representing one lower berth (bed) available for sale on a cruise ship for one day, used to normalize financial and operational statistics in the cruise industry.

Yield: Revenue per ALBD, a standard indicator of pricing power and onboard spending efficiency for cruise operators.

EBITDA per ALBD: EBITDA divided by total available lower berth days, used by cruise companies to track profitability at a per-unit level.

Celebration Key: A proprietary Carnival cruise destination in the Caribbean, highlighted as a major upcoming premium offering.

Carnival Rewards: Newly announced Carnival Cruise Line loyalty program launching June 2026, tying benefits to total guest spend.

Full Conference Call Transcript

Josh Weinstein: Thanks, Beth. Before we begin, I'd like to take a moment to address the conflict in The Middle East. The escalation of the past two weeks culminating over the last few days has been swift. While we certainly hope for a quick and peaceful resolution, and it has not yet had any discernible impact on our business, this is all unfolding too quickly in real time to try to project how it could impact our future business. Like many others, we will actively monitor the situation over the coming days and weeks to evaluate its potential effects on our business and provide updates as needed.

In the interim, our thoughts and prayers are for the safety of all innocent civilians and for the brave men and women of the US Armed Forces who work tirelessly to protect The United States Of America. Turning to our business. Another quarter on the books and another set of phenomenal results. This marks eight quarters in a row we have achieved record revenues on record yields. We also hit new second quarter highs for EBITDA and operating income, both in total and on a per ALBD basis, while customer deposits also reached an all-time high.

Year over year, EBITDA was up 26%, operating income increased by 67%, and net income more than tripled as we continue to benefit from our focus on commercial execution. Net income came in $185 million better than guidance as we outperformed across the board. Yields grew by almost 6.5% beating our guidance by 200 basis points. Both ticket and onboard equally outperformed on very strong closing demand reaffirming the strength of our consumer. Unit costs also came in 200 basis points better than expected on timing between the quarters. This was yet another quarter with EBITDA margins up significantly year over year. You know, investors often ask me, can margins get above 2019 levels?

Well, as I've always answered, I never thought of 2019 as a ceiling. And we've now proven that out. Last quarter, EBITDA margins were 140 basis points above 2019, and this quarter, they were 200 basis points higher. In fact, this past quarter's margins were the highest we've achieved in nearly twenty years. This consistently strong performance significantly accelerated progress towards our 2026 fee change targets. In December, we telegraphed being able to hit our 50% EBITDA per ALBD growth target at the end of 2025. In March, we said that we expected our 12% return on invested capital target to also materialize at the end of 2025.

And now we can advise that through the hard work of our amazing global team, we met and exceeded both of these targets a full eighteen months ahead of schedule. We were able to deliver trailing twelve-month EBITDA per birthday 52% above our 2023 baseline, and our ROIC surpassed 12.5% more than doubling in less than two years. Now this was no small feat given these are both the highest levels this company has seen in nearly twenty years. Not to be forgotten, is our third 2026 commitment, to reduce our carbon intensity by 20% as compared to 2019. I'm very pleased to report we have also just met this target as well.

This is not only great for the environment, it's also great for our bottom line. Again, thanks to each of our phenomenal team members, we topped these miles in half the time originally expected. And even better news, we have so much more potential to take our margins, returns, and results even higher. So with our 2026 targets in the rearview mirror, we anticipate setting new targets in 25%, based on our strong second quarter results while affirming yield expectations for the remainder of the year. Simulatively. That will take our yields up 16% across 2024 and 2025.

In a world of heightened volatility, the amazing cruise experiences our portfolio of cruise brands deliver at a truly exceptional value simply stand out. It's enabled us to deliver two consecutive quarters that were significantly better than expected and maintained strong 4% yield growth in the back half of the year consistent with our original guidance in December. Which I would remind you was given well before much of 2025's macroeconomic and geopolitical turbulence had surfaced. Now with the second half of the year have been even stronger before all of this noise? Absolutely. No excuses, though. We need to deal in the realities of the world we live in.

And while it's proving to be a fairly unpredictable place of late, we are well positioned and clearly will do our best to meet or exceed guidance. Taking another significant step forward, for the company. We also continue to set ourselves up well for 2026. Our book position is in line with last year's record levels and at historically high prices. Our elongated advanced booking window and limited capacity growth give us flexibility to patiently take price, and our sharpened yield management tools are helping us optimize our performance in the current environment. Our strong results book position, and outlook are a testament to the success of our ongoing strategy to deliver same ship, high margin revenue growth.

We remain focused on achieving yield improvement by driving demand that outpaces our supply and we have a lot more in store to keep our strong momentum going. We are counting down the days to the opening of Celebration Key. Which is now less than a month away. With the largest lagoons in The Caribbean at over 275,000 surface square feet, multiple times that of any other private cruise destination in existence or in construction, over one and a half miles of white sand beach, and the world's largest swim-up bar and largest sandcastle. We are gearing up to deliver even more fantastic experiences for carnival guests than ever before.

We are on schedule to welcome our first ship, Carnival Vista on July 19. And intentionally ramp up from there into the fourth quarter so that we can make sure the guest experience is as extraordinary, possible from the start. You know, it's gratifying to see that already Celebration Key is consistently ranked among the most searched cruise destinations on Google, and it hasn't even opened yet. We fully expect the buzz around it to only build once our five portals built for fun begin welcoming guests to our expertly curated ultimate beach day. Once complete, we'll be augmenting our marketing materials with live footage and imagery from this amazing destination.

And, of course, word-of-mouth from over 2,000,000 guests annually will amplify our share of voice. We're also on track for the mid-2026 opening of a significant expansion at Relax Away Half Moon Cay, our pristine Caribbean oasis. This spectacular tropical paradise already ranked among the best private islands in the Caribbean invites our guests to enjoy an idyllic beach day. Full of white sand, turquoise waters, refreshing ocean breezes, delicious food, tropical drinks, and opportunities galore to do exactly as its new name invites you to do. Relax. We've shaped many itineraries that combine these perfectly paired destinations in order to provide our guests with both the ultimate and the idyllic beach days. All on one vacation.

During the quarter, we also announced another meaningful expansion and enhancement to our beautiful destination, Mahogany Bay, in Roatan, Honduras. Already rated one of the highest destinations in The Caribbean, upgrades will include a large pool with a swim-up bar, a beautiful new private beach club, and doubling the beach line to almost half a mile. This destination will be renamed Isla Tropical, and along with Celebration Quay and Relax Away Half Moon Quay, as the pinnacle of our seven Caribbean gems marketed as the paradise collection. You know, as beaches are the number one destination for vacationing Americans, it is no accident that this is central to our destination strategy.

Our seven Caribbean gems collectively provide miles upon miles of some of the most beautiful beaches in the world. By making targeted incremental investments and stepping up our marketing efforts across this portfolio we believe we have a significant opportunity to further monetize these strategic assets by using them to drive consumer consideration and conversion taking share from land-based alternatives. At the same time, we continue to make investments in our existing fleet that will generate new demand and enhance pricing. Aida Diva recently reentered service the first ship to undergo the Aida Evolution upgrade. Since her revamp and reintroduction, Aida Diva has been knocking it out of the park.

With a huge take-up for its many added bar and specialty dining venues and rave reviews for its ship-wide enhancements. This success is a great sign for the remaining six vessels in the Aida fleet that will undergo this upgrade over the next few years. Also recently ordered two new builds for Aida for delivery in fiscal 2030 and 2032. As we reinforce our strategy to rebalance the company towards our higher returning brands. These next-generation ships coupled with the Aida evolution program modernizing much of the existing fleet, will drive even more demand for our Aida brand which is already synonymous with cruising in Germany.

Additionally, Carnival Cruise Line recently announced exciting new features for its fourth and fifth incredibly successful Excel class ships for delivery in 2027 and 2028. Carnival Festival and Carnival Tropicale will feature Sun Station Point, a new outdoor zone on the top three decks, purposely designed to be the most family-friendly water park at sea, with six exhilarating slides, including two family raft slides and for the first time, the phone will continue into the evening with extended park hours for guests to enjoy a vibrantly illuminated nighttime waterworks. Including a DJ and a slew of other special evening activities. These shifts will be ideally suited for families. With 70% more interconnecting rooms than prior Excel class shifts.

And just around the corner, we'll be welcoming our next new build, star princess, sister ship to the hugely successful sun princess, awarded Conde Nast Travelers 2024 mega ship of the year. That means we'll be doubling down. On Sun Princess's innovative platform and tremendously successful guest operations spanning across F and B, entertainment, and its elevated ship within a ship suites sanctuary collection. With our moderate new bill pipeline, including just three ships on order over the next four years, we have ample room to continue to pay down additional debt and return to investment grade leverage metrics while providing ourselves with a headroom to return value to shareholders.

And yet another opportunity that will help propel us forward is the exciting news Carnival Cruise Line announced just last week. In June of next year, Carnival will be launching a brand new and improved loyalty program. This will be an industry first tying loyalty benefits and status to total spending on Carnival and spending on everyday purchases with Carnival's cobranded credit card. Rather than being based on the lifelong accumulation of days sales. David will speak to the financial impact so I'll just add that we see this as an important tool for improving customer engagement and increasing customer lifetime value and a long-term strategic differentiator for us.

I would like to thank our team members, Ship and Shore, once again, for the enthusiasm and commitment they exhibit enabled us to deliver happiness to almost three and a half million guests this past quarter, by providing them with extraordinary cruise vacations, while honoring the integrity of every ocean we sail, place we visit, and life we touch. It is their combined effort that has made a truly transformational change in this company inside of just two years. I would be remiss if I also didn't express my appreciation for all of the many supporters who contributed to this successful outcome. Thank you. To our travel agent partners destination partners, investors, and, of course, our loyal guests.

We could not have done this without all of you. While I'm incredibly proud of the great progress our teams have made in such a short amount of time, these results are nowhere near our endpoint. The tailwinds and opportunities before us give us the potential for so much more. With that, I'll turn the call over to David.

David Bernstein: Thank you, Josh. I'll start today with a summary of our 2025 second quarter results. Next, I'll provide some color on our improved full-year June guidance as well as some key insights on our third-quarter guidance. I will also explain the financial impact of Carnival Cruise Lines' exciting new loyalty program, Carnival Rewards for 2026 and beyond. And then finish up with an update on our efforts to rebuild our financial fortress through refinancing and deleveraging. Turning to the summary of our second quarter results. Net income exceeded March guidance by $185 million as we outperformed once again achieving our highest ever second-quarter operating results. The outperformance was essentially driven by five things.

First, favorability in revenue worth $84 million as yields came in up over 6.4% compared to the prior year and that was on top of last year's robust 12% increase. This was 200 basis points better than March guidance driven by close-in strength in ticket prices and continued strong onboard spending. The yield increase was a result of improvements on both sides of the Atlantic. The improvement in ticket prices was across all core programs. The improvement in onboard spending was broad-based. As all major categories of spending were meaningfully higher. Second, cruise costs without fuel per available lower birthday ALBD were up 3.5% compared to the prior year.

This was also 200 basis points better than March guidance and was worth $56 million. The favorability in costs was driven by the timing of expenses between the quarters. Third, favorability in fuel consumption and fuel mix was worth $18 million as our efforts and investments to continuously improve the energy efficiency of our operations, leveraging technology and best practices paid off once again. Fourth, interest income and expense favorability of $8 million was driven by higher interest income and an opportunistic debt prepayment. And fifth, $15 million from the favorable net impact of currency and fuel price.

Customer deposits at the end of the second quarter were at an all-time high up over $250 million versus the prior year despite the impact from our third-quarter capacity decline of 2.4%. Next, I will provide some color on our improved full-year June guidance. June guidance net income of approximately $2.7 billion is a $200 million improvement over March guidance. The improvement was essentially driven by five things. First, our second-quarter favorability and yield flow through to the full year improving our full-year yield guidance by 30 basis points to 5% higher than strong 2024 levels which were up almost 11%.

The total increase in full-year revenue was over $100 million which included not only the flow through of the second-quarter favorability in revenue, but also additional voyages that were added by Carnival Cruise Lines primarily in the fourth quarter as a result of the change in the dry dock schedule into 2026. These additional voyages improved June guidance net income. However, given the seasonality of our business and the late opening of the voyages, added to the fourth quarter, these voyages tempered the full-year positive yield impact by approximately one-tenth of a point, which is included in the full-year yield guidance of 5%.

Second, cruise costs without fuel per ALBD are now expected to be up 3.6% compared to the prior year. This is two-tenths of a point better than March guidance. The improvement in this cost metric was driven by the increase in ALBDs as a result of the added voyage Even though we already have the industry-leading cost structure, our teams will always keep looking for ways to further optimize our costs while continuing to improve the onboard experience for our guests. Third, favorability in fuel consumption and fuel mix from the second quarter is expected to continue throughout the second half and grow to approximately $30 million for the full year compared to March guidance.

Fourth, favorability in interest income and expense from the second quarter is also expected to continue throughout the second half and grow to approximately $30 million for the full year compared to March guidance, driven by our refinancing efforts during the second quarter. And fifth, approximately $35 million from the favorable net impact of currency and fuel price. All of this results in $6.9 billion of EBITDA a 13% improvement over 2024, virtually all of which is being driven by same-store revenue growth as our capacity is only up 1% year over year. Next, I will provide some key insights on our third-quarter guidance.

As I previously indicated during the last two earnings calls, third-quarter cruise costs are expected to be higher than the full-year increase. Third-quarter cruise costs without fuel per ALBD are expected to be up 7% compared to the prior year. Four factors are driving nearly half the year-over-year increase. First, the introduction next month of our game-changing exclusive Caribbean destination celebration key. While we anticipate that Celebration Key will be a smash hit with our guests and provide an excellent return on our investment. Operating expenses for the destination will impact our overall year-over-year cost comparisons. Second, 2024 benefited from one-time items that we mentioned last year, impacting our year-over-year cost comparisons.

Third, higher advertising expense, which we discussed on the December call. And fourth, lower third-quarter capacity, which results in spreading our fixed costs over fewer ALBDs. Now let me explain the financial impact of Carnival Cruise Lines exciting new loyalty program, Carnival Rewards, on 2026 and beyond. As Josh described, this new program will start in June 2026 impacting results for the second half of 2026. While the program will be cash flow positive from day one, it does impact our yields and our P and L during the first couple of years.

Accounting treatment for recognizing revenue requires a deferral of a portion of the ticket price paid by the guest equal to the value of future program benefits earned. Over time, the redemption of benefits by guests will build in so will the revenue recognized for delivering these benefits to the guests. We expect that it will take approximately two years for the revenue recognized each quarter from the benefits redeemed by guests to exceed deferred revenue of the portion of the ticket price paid for the future benefits. Once this happens after approximately two years, the program will be accretive to our yields.

As a result, the year-over-year impact on yields is expected to be about a half a point in 2026 a bit less in 2027, neutral for 2028, and turn positive thereafter. It should also be noted that we do not anticipate any meaningful impact on costs from the new loyalty program when compared to the current program. We look forward to building greater engagement with our guests because of the new exciting Carnival rewards program. Most airlines introduce similar types of loyalty programs many years ago, and we know how beneficial those programs turned out to be. Now I'll finish up with an update of our refinancing and deleveraging efforts.

During the quarter, we prepaid $350 million of $1.4 billion notes due 2026 and refinance the remainder with senior unsecured notes due 2031. These transactions will reduce net interest expense by over $20 million through early 2026. We also upsized our euro-denominated floating rate loan from €200 million to €300 million extending its maturity and amending its margin at a favorable rate, resulting in an all-in interest rate of less than 4%. These transactions continued our efforts rebuilding and investment-grade balance sheet. We have been working aggressively to reduce interest expense simplify our capital structure and manage our future debt maturities refinancing nearly $7 billion of debt already this year at favorable rates.

We are pleased that our efforts have been recognized with the recent rating upgrades. In fact, we now have only one notch to go to reach our investment-grade rating with both S and P and Fitch. Over the last three months, we saw a marked improvement in our net debt to EBITDA ratio going from 4.1 times at the end of the first quarter to 3.7x as of the end of the second quarter. During the second half of 2025, we anticipate continuing to pay down debt however, will not impact net debt as we'll be utilizing cash already on the books.

While we are guiding to improve the EBITDA in the second half of 2025 given the delivery of Star Princess later this year, with its associated export credit we expect our net debt to EBITDA ratio to remain flat at year-end with second quarter. Earlier this month, we extended and upsized our revolver capacity by 50% to $4.5 billion on more favorable terms meaningfully enhancing our liquidity. With this in hand and coupled with our well-managed near-term maturity towers through 2026, we expect to opportunistically accelerate our debt reduction efforts during the remainder of 2025 and 2026, executing the rest of our current refinancing plan.

Looking forward, we expect our leverage metrics to continue to improve as our EBITDA continues to grow and our debt levels continue to shrink increasing our confidence in achieving investment-grade leverage metrics in the not-too-distant future as we move further down the road rebuilding our financial fortress while continuing the process of transferring value from debt holders back to shareholders. Now operator, let's open the call for questions.

Operator: Thank you. We'll now be conducting a question and answer session. If you like to ask a question, please press 1 on your telephone keypad. And a confirmation tone will indicate your line is in question queue. May press 2 if you like to withdraw your question from the queue. It may be necessary to pick up the handset before pressing the star keys. To allow for as many questions as possible, we ask that you limit yourselves to one question and one follow-up. Thank you. One moment, please, while we poll for questions. Our first question is from the line of Matthew Boss with JPMorgan.

Matthew Boss: Great. Thanks, and congrats on the phenomenal quarter. So Josh, maybe could you speak to improvements in product and experience so far that you think is translating to today's above plan pricing and onboard spend? And maybe how best to think about the incremental opportunity that may be tied to the laundry list of additional drivers you cited you talked about continued fleet improvements. You talked about, the launch of Private Islands X this year and also loyalty. So maybe the incremental opportunity or maybe where we stand in terms of innings relative to what you've already done.

Josh Weinstein: Sure. You know, we've been talking about this for a few years now at this point. You know, really, when we look at what the teams have done across the commercial space, they've been making, you know, step-by-step improvements, in pretty much all areas. Of the business. And when it comes to onboard experience, and product, that's the one I've always talked about the least. In this context because they're always on their game. Right? Nothing is gonna be, from my perspective, about recreation Really, it's going to be about innovation step by step, responding to the guests' that they are targeting.

And it's small incremental things that make us you know, have this improved profile on board every single quarter. I get I you know, they're they're not necessarily exciting in the eyes of lots of folks, but the way that Holland America for example, understands its guests really leaning into the concept of fresh seafood as an integral part of their cruise experience and being able to source locally fresh and be able to champion that, and make that part of the experience. Little things like that go a long way, all of our brands do that all the time.

Now on top of that, we obviously do take opportunities to make some investments in the assets themselves, which talked about IEDA Evolution. And as you heard me talk about in my notes, it's exceeded our expectations when it comes to the returns that it's generating. So this is business as usual as far as I'm concerned, and that will continue well into the future. As far as, you know, looking forward, I you know, I'd say we're we're still in the early innings. Right? Celebration key doesn't exist yet. We have another month before that happens.

And there's lots more in the pipeline, some of which we've already talked about, other things we've not which doesn't mean it's huge incremental investments size of Celebration Key, but things that we can do to make our experiences and products on the land side even better. We look forward to talking about the over time.

Matthew Boss: Great. And then maybe, Josh, on the bottom line, how best to think about the margin opportunity, which I think you cited as so much more from here with the last two quarters now exceeding 2019. And I think you've made it clear that you don't see 2019 as a as a ceiling.

Josh Weinstein: Right. No. I mean, highest in twenty years. Right? So we feel good about that trajectory. From our perspective, it's maintaining our low-cost industry leadership status while continuing to focus on driving incremental revenue. I mean, it is as simple as that. I mean, incremental revenue is flowing to the bottom line. That's exactly where the teams have been focused. And we can do both. We can shoot them and walk. We can manage our costs and increase revenue. Is what you've been seeing.

Matthew Boss: Great color. Best of luck.

Josh Weinstein: Thanks, Matt.

Operator: Next questions are from the line of Ben Chaiken with Mizuho Securities. Please proceed with your questions.

Ben Chaiken: Hey, good morning. Thanks for taking my questions. Maybe you could provide some color on pricing for Celebration Key itineraries. Is this asset getting a premium today? Or is it too early? And then related, what plans do you have to market the destination? Like do anticipate putting marketing dollars behind the project or will this stay more word-of-mouth for the time being? And then one follow-up. Thanks.

Josh Weinstein: Alright, sir. Good morning, Ben. So we are seeing a premium. It's in line with what our expectations were. So everything's proceeding exactly as we had anticipated, it to be with respect to marketing dollars, you know, we have been. We have been putting marketing dollars and shifting marketing dollars, to really lean into Celebration Key, and I think that's why it's one of the most sought-after destinations even though it doesn't doesn't take people yet. And we need one more month before that happens.

So there's more to come on that, and there's more that we'll be doing in shifting the marketing spend so that we can leverage the same type of enthusiasm for the other things that we've got in the works, like the for Relax Away. Which is gonna be another wind at our backs, so to speak, as we get into 2020 and beyond.

Ben Chaiken: Got it. I guess I guess the essence of the marketing question was just that I would imagine it's difficult to market it too much prior to there being bodies there, but totally appreciate kinda where you're coming from. Then on the on the loyalty program announcement, is this potentially a gateway to more of a book direct push? Or is it more about people just keeping customers in the network Curious how you think about the Obviously, David walked us through some of the yield impacts over the next couple of years. Thanks.

Josh Weinstein: Sure. Sure. No. Definitely not, a push to go more direct. Bookings with our travel agents will get the same benefit. For the guest and for the for the trade that they always would. So we think that this is a great avenue for increasing business and loyalty and engagement, not only directly with us, but through our valuable trade partners as well. Got it. Thank you. Thanks.

Operator: Next questions are from the line of Steve Wieczynski with Stifel. Please proceed with your questions.

Steve Wieczynski: Yes. Hey, guys. Good morning. And congrats, Josh, on the second quarter and outlook here. So Josh, since we heard from you guys back in March, obviously, there's a lot you know, that's been going on out in the world. But maybe wondering if, you know, you can kinda walk us through kinda how those last three months look from a from a booking perspective. Just yeah. I think what we're trying to figure out here, whether were there stronger months versus softer months or have bookings been pretty much status quo status quo across geographies and sourcing?

Maybe also wondering how bookings have looked more recently with all the noise out in the marketplace around Iran, Israel, all that stuff you noted in your prepared remarks?

Josh Weinstein: Sure. Good morning, Steve. So, yeah, no, we definitely saw, more volatility in the month of April. That's probably should not be expected. That's a good dip versus where we were, in the trajectory in March. But May nicely better than April and the first couple of weeks June, nicely better than May. So, you know, we'll you know, we'll we'll keep responding. Appropriate to a very tricky environment.

Steve Wieczynski: Okay. Gotcha. And then, Josh, as we think about the back half of the year, I mean, I think in your presentation, said you're you're 93% booked for 02/2025. And if we think about, you know, you guys have actually you know, you've exceeded your first and second quarter guidance. And you know, that was pretty much driven by stronger close in pricing and onboard trends.

So Josh, I guess I'm guessing as we think about the last two quarters, should we be thinking that they're probably won't be as much potential upside to your revised guidance given you know, not as much close in pricing is left and then the real driver of yield outperformance for the last six months is essentially just the onboard spend. Is that kind of the right way to think about the next two quarters?

Josh Weinstein: Well, I mean, I'll I'll think I'll answer maybe at a little bit of a higher level, which is I think it's fair to say, you know, the upside that we thought we have in December for the back half of the year is not is not at the same place. And hopefully, people would expect that because the world over the last five, six months, has taken some terms and turns that nobody expected. And as we talked about before, in the grand scheme of things, a lot of times what happens is there's just there's just a reflection for a lot of consumers about what does this mean for me?

Internalizing it, figuring it out, and then moving forward with their plans. And that's that's all well and good, and that's part of the process when these types of things occur. The issue is, you know, there's just been a lot in the first half. A lot of those points in time. And I think the team's been doing an amazing job of delivering not only the actuals that you see in the first couple of quarters, but just continuing to figure out how to navigate the yield curve and how we manage our revenue. In this environment. So definitely not saying there's not upside. We're always gonna strive to meet and exceed guidance, but No.

Definitely not the same, same view of the upside as we had in December.

Steve Wieczynski: Okay. Thanks, Josh. Appreciate it.

Operator: Next questions are from the line of Robin Farley with UBS. Please proceed with your question.

Robin Farley: Great. Yeah. Sort of similarly thinking about the second half of the year. Can you characterize a little bit how demand for Europe is in Q3? And then just thinking about I totally understand your comments about what's going on in the world impacting bookings. Also, seems like you maybe have less left to sell anyway, for the second half. But in terms of onboard revenues, that's a little bit closer in. It seems like that came in well. Despite kind of volatility and geopolitical events that people were still spending when they got on board. So does it seem reasonable that the onboard piece that there's maybe some upside potential in the second half from that?

And perfectly understand you may not want to bake it into your guidance today, but it sounds like the onboard spend did kind of continue through the period of volatility. Is that just trying to characterize that? Thanks.

Josh Weinstein: Good morning, Robin. How are you? We clearly said one question and a follow-up. But since it's you, so Europe Q3 is looking great. So nothing but good things to talk about there. With respect to onboard, I say we outperformed as David I think said in his notes or maybe I did. Can't even remember David. We outperformed on both the passenger revenue and the onboard. And the onboard was really quite strong throughout the month of throughout the quarter. And so far, what we've seen in the first couple of weeks June is that's continued.

The yield guidance that we gave is based on, you know, what we wanna be able to achieve on both the ticket and the onboard side. So it's it's in there. I said, we always wanna out outperform, but, but that's the guidance that we've given.

Robin Farley: Okay. Great. Thank you. And I guess that I already have my So maybe just one. David, very fair. Thank you, Rob. But just if I could just mention one Oh, wait. Are you there? Okay. Alright. Alright. Alright. Go ahead. No. No. No. No. Not a question. Just a suggestion that when David just talking about the impact of the rewards program next year, just that maybe next year in the first year of the program, it might be helpful for all of us if you kind of break out what the yield would have been if under the old accounting, just so we can see whether it's if it's 50 basis points, it's more.

If it's less, Just that might be helpful in the first year. So just one just that thought. No follow-up question. Thanks.

David Bernstein: Yeah. Happy to do that when the time comes in the back half of '26.

Josh Weinstein: Thank you. The next questions are from the line of Brent Montour with Barclays.

Brent Montour: Good morning, everybody. Congrats on the quarter. First question is on the consumer, Josh. The lower income consumer we're seeing some struggle in that segment across other travel verticals. But we've seen that for the last two years and you guys have done really well throughout that. I just I want to get your thoughts on geopolitical events aside, if that consumer feels different today, right now, this year, first half, whatever you want to kind of talk about versus last year or the year before, if you think you can kind of keep sort of knocking the ball off the cover with that consumer if that's if they're sort of accumulating a struggle, that's going to start showing up.

Josh Weinstein: Sure. So we haven't seen anything really showing us a differentiation in patterns between the lower end consumer and those that are looking for the premium or even the luxury. So nothing in particular to speak of. You know, I go back to what I've what I've said a lot, which a lot of people say is, we are a incredibly stupid value when it comes to the alternatives. And when people are looking to take vacation because they do, we hold up really, really well. And the lower down you come in income, the more important that becomes. Because they have to make their dollars really earned on their vacation. And that's what we try to do for everybody.

Brent Montour: Okay. Thanks for that. And then just a second or another ago at the second half here. Just looking at the implied guidance in the cadence, does look like the fourth quarter implied guide is higher than the third quarter. We know that and the third quarter is obviously below the last couple of quarters run rate growth. And so if Europe is not softer or there's anything to say there then is it fair to say that the fourth quarter just has a sequential lift implied from the ramp up of the island? Or is there sort of anything else in there that we could maybe highlight?

Josh Weinstein: Yeah, certainly Celebration Key is helpful in our portfolio, so we're happy about that. You know, but taking a step back from percentages, when you look at actual dollars, the increases that we're forecasting because Q3 is seasonally higher as a base they're each $8 higher. Year over year.

Brent Montour: Okay. Great. Thanks for that, guys. Congrats again on the quarter.

David Bernstein: Thanks.

Operator: The next question is from the line of James Hardiman with Citi. Please proceed with your question.

James Hardiman: Hey. Good morning. Thanks for taking my call, and obviously congrats on another strong quarter here. So Josh, you talked about a little bit of weakness in April followed by a pickup in from April to May and then from May to June. I wanted to sort of connect that to the booking commentary for 2026. I think I think coming out of Q1, we were ahead in terms of bookings and we're in line now Should the narrative ultimately be that you saw a little bit of a lull in booking demand, but that you held strong on pricing throughout.

Just given the fact that you've got a lot of time, obviously, to fill out that order book Or maybe I'm connecting dots that shouldn't be connected Thanks.

Josh Weinstein: Yeah. No. I think yeah. Good morning, Jeff. Generally, I would excuse me. I agree. We don't have to panic and we don't have to do silly things. Know, volatility comes and it goes. And our like I said, our teams are managing the curve and trying to do the right things and staying ahead of ahead of the game.

James Hardiman: Got it. That's helpful. And then, I mean, you talked about up top how it's it's way too early to really anticipate sort of the Middle East conflict and how it might impact your business. But just based on where things are happening. Right? This isn't new, at least in terms of having to take you know, that part of the world off the board, right, going back to the Israel Gaza conflict you anticipate where we sit today having to meaningfully change any itinerary.

Josh Weinstein: Yeah. Crystal balls are nice, but, know, we really only have a couple of ships, at the very end of this year and for winter, a few months into 2026, that potentially have their itineraries impacting, and that's because they go and base themselves out of Dubai. And we're obviously we have mitigation plans, we're looking at this, we'll make the right decision at the right time. But, you know, we already avoid the Red Sea, as you know. So know? And when it comes to things like world cruises and exotic cruises, we really have no exposure in this area. Through the end of 2026. So, you know, we'll save be paramount, and it always is.

So we'll we'll make the right decision as we understand the lay of the land looks like.

James Hardiman: Got it. That's helpful. Thanks, Josh.

David Bernstein: Thanks, James.

Operator: The next question comes from the line of Connor Cunningham with Melius Research. Please proceed with your questions.

Connor Cunningham: Hi, everyone. Thank you. Just on the 3Q cost guide, there's a couple things in there that I wanted to understand a little better. I think you talked a little bit I think you talked about 200 basis points of timing related stuff that shifted from 2Q to 3Q. And then you mentioned Celebration Key. Could you just you know, give a number on Celebration Key, what that headwind is? And I'm just trying to it's more of for her 26 as that kind of normalizes throughout the, as a mature and whatnot. Thank you.

David Bernstein: Sure. So the four factors that I included was about half of the increase and the total increase is 7%. Celebration Key, I had mentioned, was about zero five point impact for the full year. So it's about a full point for the back half of the year in each of the third and the fourth quarter. I didn't say it was 200 basis points for the onetime benefits from last year. It's just that we had mentioned it, but it's it's about a point in the third quarter for that particular item.

So a point for celebration key, a point for the onetime benefit, and the advertising and the lower capacity was probably worth, between the two, a little over a point.

Connor Cunningham: Okay. Helpful. And then just on loyalty, don't know how much you wanna talk about this, but you mentioned the airlines and how they've benefited from that. When those companies talk about it, they talk a lot about the marketing component related to the credit card. You know, agreements that they have as well that are tied to it. I mean, I think you extended your credit card relationship with Barclays in 2022. When does that expire? And just if do you have any details around how many people actually have the card to the.

Josh Weinstein: I'm sorry. You said You broke up. I'm sorry. You wanna know how it ties to the credit card? Is that is that the question? Yeah. Yeah. Yeah. So, basically, you mentioned the airlines, and I'm just trying to make the parallel because Yeah. They talk I mean, the numbers there are huge. And so just like how many people actually have the card? What percentage of you know, marketing revenue do you of your overall revenue you get from the marketing component from the credit card? Just any details there, I think, would be really helpful. Thank you.

Josh Weinstein: Okay. Got it. So I'd rather not give specifics just from a competitive standpoint, but I would say that, the existing program that we have for loyalty is disassociated with our co-branded credit card from Carnival, and our several of our other brands have the same thing. And that's a very successful program in and of itself. The benefit of the new program, or one of the benefits is there's a distinct tie between the two, which does not mean you need a credit card. A Carnival credit card, to be able to enjoy being part of the loyalty program.

But having the card will supercharge your ability to generate points, generate status, and we'll be talking more about that by the time we get to the end of the year just from consumer standpoint about exactly how all of it will work But we the card is a is a is a great part of this, and so the card will be part of this for the foreseeable future.

Connor Cunningham: Okay. Appreciate it. Thank you.

Operator: The next questions are from the line of David Katz with Jefferies. Please proceed with your questions.

David Katz: Thanks for taking my question. I wanted to just dig a little deeper on the ship sale. You don't mind. I see I think you've given us the gain, but not sort of what the amount or any color around a multiple on what that would be. And, you know, any thoughts around you know, that strategically. And, you know, do you look at these as sort of a recycling exercise know, that could potentially grow over time?

David Bernstein: Yes. So we had sold the pasta for a tuna. And we announced that in the second quarter. And then the first quarter was this ship that was sold. We talked about both. You know, previously. In the case of the cost of fortune, I mean, we have sold many ships over time. And this is really just in the normal course of revitalization of our fleet as we move forward. Over time since ships do get older, we will sell them to, other parties. We do not feel that those parties come back to compete against us because they are generally in different marketplaces. With different brands.

Josh Weinstein: Understood. And these are opportunities are opportunities opportunistic. Yeah. I'm sorry. These are it was opportunistic. People came to us looking for shifts and gave us prices that we thought is the best long-term interest of the company. And so we made the decision. It doesn't impact cost as capacity when it comes to its main markets of Europe it's gonna be taking the one shift that it had that was doing a lot of charter business in Asia and Korea and Taiwan and Japan, and we're gonna be moving that back to Europe. Which is slightly bigger. It's actually gonna be increasing its capacity in Europe, which is a great time for Costa as well.

David Katz: Understood. Sorry for cutting in. But I wanted to see if we might be able to get some color on the multiples. Or evaluations or, you know, any perspective at all on what those ships sold for? Thanks.

Josh Weinstein: Well, it was it was nicely overbooked value. And we'll just leave it at that.

David Katz: Okey doke. Nice quarter.

David Bernstein: Thanks, Dave.

Operator: Our next question is from the line of Sharon Zackfia with William Blair. Please proceed with your question.

Sharon Zackfia: Hi. Good morning. Thanks for taking the question. I to ask more about the loyalty program. So I understand the deferral of revenue, but I'm also curious. It seems as if this would also kind of goose onboard spending quite a bit if passengers are getting rewarded for total spend. So how do we think about kind of a partial offset there in terms of onboard spend potentially accelerating? And will passengers actually have kind of real-time tracking of their spending onboard? Towards points? And how are you gonna use data to kind facilitate all of that onboard?

David Bernstein: Yeah. So that's a great question. So as far as will it cannibalize onboard spending, no. The answer is no. We do not believe that would be okay. Thought maybe it would boost onboard spending. Yeah. So, you know, we think the engagement and the ability to earn points, through spend is a is a great thing. So, you know, kinda like Celebration Key. This doesn't start for a year. So we'll talk a lot more once the program is in place, and we can talk about what it is that we're seeing.

But the whole goal of this, look, at the end of the day, Carnival Cruise Line is an incredibly successful brand that's got a great base of loyal guests, and so much so that it's just hard It's hard to be able to provide operationally all the things that we'd like to provide because there's just too many folks with the loyalty tiers on our ships. And that's that's a that's a good problem to have, but it is a problem. We wanna make sure that we're delivering great experiences our loyal guests.

This is a way to be able to address that, stay engaged with our guests, and hopefully they'll see the benefits as the program gets rolled out and really lean into it.

Sharon Zackfia: Can I ask a follow-up, Josh? I think about a year ago, you talked about 35% of onboard being prebooked. Can you give us an update on where that stands today?

Josh Weinstein: Yeah. It's more or less the same. It's a little bit higher. But it's more or less there. We don't you know, and I've said this before, we don't have a we don't have a particular target in mind. What we're looking to do is provide our guests with lots of different ways and alternatives to be able to spend on their vacation with us. And we're doing that through bundles. We're doing that through packages. We're doing that through targeted offers. And, of course, spending onboard in real time while you're there.

So, as long as we keep seeing progress, it's obviously all flowing into the onboard spending numbers that we talk about and report on, which are consistently going up quarter over quarter, and we expect that to continue.

Sharon Zackfia: K. Great. Thank you.

Operator: Next questions are from the line of Gianlucao with BNP Paribas. Please proceed with your question.

Gianlucao: Hi. Thanks for the question. I wanted to ask a little bit more about Away and Hila Tropical. I think Half Moon had about 900,000 visitors in Mahogany Bay about 500. Thousand previously. Can you talk about maybe the opportunity you see for those islands and how big they could get? With the expansion? Sure. Well, with respect to sure. With respect to Relapse Away, the output can be significantly higher. Than the $900,000 It can certainly double and more. Because in today's world, there's one shift that tenders, and that's pretty much the extent of the operations. And we're gonna be able to birth two shifts and still have the ability to tender in the existing location.

And because we're building up the infrastructure on the island, we feel good that we can still accommodate those folks and have them enjoy an amazing experience as you heard me talk about. In my notes at the beginning of this call. With respect to Isla Tropical, we're going be able to enhance the experience there. We're not talking about doing anything on the marine side to be able to accommodate more ships, but we can accommodate two ships at a time. So we feel real good that we'll have the ability to maximize, that destination as well over time.

I don't have a number for you on the Tropical, but I'm sure we'll be able to talk more about that as we get those developments where we want them to be.

Gianlucao: Great. Thanks so much, and good luck.

Josh Weinstein: Thank you. We have time for, one more, Robert.

Operator: Thank you. That does be coming from the line of Chris Sesopoulos with Susquehanna. Please proceed with your questions.

Chris Sesopoulos: Good morning, everyone. Thanks for getting me in here. I'll keep it to one. Josh, you know, we've spoken in the past on the loyalty program. Obviously, it is a big piece of the story with respect to airlines. Wanna understand why they change now you know, was this contemplated back at your Investor Day? I think it was two years ago. And feedback so far. And then part b, David, the half point impact for next year, any color that you can give with respect to what's assumed with acquisitions and existing users? Thanks.

Josh Weinstein: So with respect to the loyalty program, no, it wasn't something that we two years ago, were kind of focused on. It was wasn't focused on it. So I guess that's the answer to the question. Yeah. And the half a point really just comes from the fact that once the program starts, we do have to initially defer a portion of the ticket price that's associated with the benefits that people will earn. From the program. So, you know, there's as I said, they we don't expect incremental costs associated with the new program versus the existing program. And it's just a deferral. Because, initially, when this first starts, you're not going to see the of any benefits immediately.

And, therefore, you're not getting revenue from the redemption. So it'll take some time for it normalize itself as I indicated.

Chris Sesopoulos: Okay. Thank you.

Josh Weinstein: K. So I'll just say, you everybody for joining us for another, earnings call. And from my team, I'd say, take a bow. Congratulations on exceeding SeaChange targets eighteen months in advance. That is an amazing job. Well done.

Operator: This concludes today's teleconference. May disconnect your lines at this time. Thank you for your participation.

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Kroger KR Q1 2025 Earnings Call Transcript

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Image source: The Motley Fool.

DATE

Friday, June 20, 2025 at 10 a.m. ET

CALL PARTICIPANTS

Chief Executive Officer — Ron Sargent

Chief Financial Officer — David Kennerly

Need a quote from one of our analysts? Email [email protected]

RISKS

Fuel Business Performance: CFO Kennerly stated, "Fuel results were behind expectations this quarter, a headwind to our results." and indicated fuel profitability and volume are expected to remain a headwind for the remainder of the year.

Store Closures: Plans are in place to close approximately 60 underperforming stores over the next eighteen months. Management cited, "not all of our stores are delivering the sustainable results we need."

E-commerce Unprofitability: CEO Sargent said, "we're not profitable at this point. And we must become profitable in our e-commerce business, and we've got a lot of work to do."

TAKEAWAYS

Identical Sales Without Fuel: Identical sales, excluding fuel and adjustment items, increased 3.2% in Q1 FY2025, driven by strength in pharmacy, e-commerce, and fresh category sales.

Adjusted Earnings Per Share (EPS): Adjusted net earnings per diluted share were $1.49. This represented a 4% increase from the prior year.

E-commerce Sales: E-commerce sales grew 15%. Management reported their "best profit improvement yet on a quarter-over-quarter basis."

Our Brands (Private Label) Performance: Q1 FY2025 marked the seventh consecutive quarter of growth outpacing national brands; Simple Truth and Private Selection led this segment.

Fresh Category Performance: Fresh identical sales outperformed center store sales and continued to be a sales driver.

Store Closures: Announced plans to close approximately 60 underperforming stores over the next eighteen months, as disclosed in Q1 FY2025 with roles offered to all affected associates.

Store Investments: 30 major store projects slated for completion in 2025, with acceleration of new store openings expected in 2026 and beyond.

Gross Margin – FIFO Basis (Excluding Specified Items): Increased by 79 basis points in the first quarter of fiscal 2025 compared to the same period last year, mainly due to the sale of Kroger Specialty Pharmacy, lower shrink, and lower supply chain costs, partially offset by pharmacy mix; After adjusting for the pharmacy business sale, gross margin improved by 33 basis points.

Operating G&A Rate: Increased 63 basis points in the first quarter compared to the same period last year, excluding fuel and adjustment items. After excluding the impact of the pharmacy sale and pension contribution, the rate was relatively flat.

Adjusted FIFO Operating Profit: Adjusted FIFO operating profit was $1.5 billion.

Debt Ratio: Net total debt to adjusted EBITDA was 1.69; below target range of 2.3 to 2.5.

Capital Return: $5 billion Accelerated Share Repurchase (ASR) program expected to be completed by Q3 FY2025; Afterward, $2.5 billion remains authorized for open market share repurchases to be completed by the end of the fiscal year.

Guidance Changes: Raised guidance for identical sales without fuel to 2.25%-3.25% for FY2025; All other full-year guidance, including net operating profit and adjusted EPS, was reaffirmed for FY2025.

Associate Wage Investment: The average hourly wage now exceeds $19.50 as of Q1 FY2025; including benefits, total value climbs above $25 per hour for many employees.

Labor Relations: Ratified labor agreements covering over 23,000 associates, reached a new agreement for 16,000 in the Mid-Atlantic and Seattle, and ongoing negotiations at King Soopers locations impacted by a fourteen-day strike.

Letter of Credit Draw by Ocado: Ocado fully drew £152 million under contractual rights in Q1 FY2025; management described as a "contractual thing and nothing more."

Price Investments: Lowered prices on more than 2,000 additional products so far this year, coupled with simpler promotions; management expects price investments to be "margin-neutral"

SUMMARY

The Kroger Co. (NYSE:KR) delivered a 3.2% increase in identical sales excluding fuel in Q1 FY2025, supported by pharmacy, e-commerce, and fresh categories, while announcing approximately 60 store closures over the next eighteen months as part of a renewed capital allocation strategy. The company reported a 15% surge in e-commerce sales in Q1 FY2025, yet remains unprofitable in the segment, and underscored plans to accelerate store investments, with 30 major projects scheduled for completion in 2025, but continues to expect fuel to be a profitability headwind through year-end. The share repurchase program is expected to return $7.5 billion to shareholders by the end of FY2025, with $5 billion through an accelerated share repurchase (ASR) program by Q3 FY2025 and the remainder via open market repurchases.

Management created a standalone e-commerce unit to improve focus and profitability, with digital initiatives including AI-enabled tools deployed in stores and fulfillment.

The company is increasing cost optimization efforts, targeting improved operational efficiency and reinvesting savings into pricing and customer experience enhancements.

Gross margin rate benefited from factors including lower shrink, improved sourcing, and the sale of the specialty pharmacy unit. Pharmacy growth created some margin mix pressure.

Market share gains reported in areas with new store openings, with no notable shifts in higher-income customer behavior or pronounced regional sales differences.

Several new labor contracts have stabilized workforce relations despite recent strikes, and management reported record-high associate retention rates.

Ocado's full letter of credit draw was contractually permitted and not characterized as a liquidity or strategic event by management.

Management reaffirmed macroeconomic caution and anticipates consumer caution to persist, with increased demand for private labels and value-driven promotions across all income segments.

INDUSTRY GLOSSARY

ASR (Accelerated Share Repurchase): A method for a company to buy back a significant amount of its shares quickly through an agreement with a third party, thereby reducing shares outstanding and returning capital to shareholders.

GLP-1: Glucagon-like peptide-1 medications, prescribed for diabetes and weight management, referenced in pharmacy sales trends.

Kroger Specialty Pharmacy: A divested business unit once operated by The Kroger Co., whose sale affected gross margin and operating metrics.

Ocado: A U.K.-based grocery technology and fulfillment partner that operates under a contractual relationship with The Kroger Co. for automated warehouse and delivery solutions.

OG&A Rate: Operating general and administrative expenses, presented as a percentage of sales, excluding fuel and certain adjustment items.

FIFO Gross Margin: Gross margin calculated using the first-in, first-out inventory accounting method, excluding fuel, rent, depreciation, amortization, and certain adjustment items.

CPG: Consumer Packaged Goods companies supplying branded products to The Kroger Co. and other retailers.

ESI: Express Scripts, Inc., a major pharmacy benefit manager, mentioned in relation to pharmacy sales impact.

Full Conference Call Transcript

Ron Sargent: Good morning, everyone. Thank you for joining our call today. Before jumping into the results, I wanted to share a few thoughts since I last spoke to you in March. After nearly four months as CEO, I've been very impressed with the many talented associates I've met across the company. The Kroger Co. has a strong bench of experienced operators and dedicated associates who can move our company forward. After spending my career in retail, one thing's clear: Retail always starts with the customer. It's pretty simple. Our strategies are focused on our resources, which should be dedicated to how we can make the biggest impact on serving our customers.

Grounded in these principles, my priorities in this role are to position The Kroger Co. for long-term growth, accelerate top-line sales, and run great stores. We can do this by better focusing on our core business and by creating a growth culture in the company. The Kroger Co. has a long runway with many opportunities ahead, and I'm grateful to be part of the team as we transition to our next phase of growth. In the past few months, we've made a number of changes to move faster and put increased focus on our customer. We're directing investments toward projects that will grow our core business, including plans to accelerate new store openings.

We are reassessing our capital allocation strategy to make sure we are spending our capital on projects that offer the highest returns. We are reviewing our non-core assets. We're aggressively looking for ways to reduce costs throughout the company, and we expect to reinvest those cost savings directly into lower prices and additional store hours for our associates so that they can better serve customers. Finally, we have restructured our leadership team to ensure we have the right talent in place. We created a new e-commerce business unit aligning all areas of the online customer experience under Yale Casa, our Chief Digital Officer.

We continue to elevate great leaders across the company by appointing Joe Kelly, our Senior Vice President of Retail Divisions, as well as new division presidents in King Soopers, Food 4 Less, and Texas, where we consolidated two divisions just last week. These changes put talented executives in roles where they can support our stores and improve the customer experience. We are making meaningful changes to the business to create a culture that benefits our customers and our associates while improving long-term shareholder value. In the first quarter, we're beginning to see the benefits of many of these changes. This morning, we announced solid first-quarter results with strong sales in pharmacy, e-commerce, and fresh.

The Kroger Co. identical sales, excluding fuel and adjustment items, increased 3.2%. Adjusted net earnings per diluted share were $1.49 in the first quarter, an increase of 4%. Now let's take a closer look at the quarter. Strong performance in the fresh category supported our identical sales without fuel results. Fresh identical sales were better than center store sales. We know our customers want healthier options, and we are well-positioned to deliver them across our fresh departments.

Ron Sargent: Turning to our brands, as more customers search for value, we are excited about the potential for the Our Brands business. We are growing sales by offering high-quality products to customers at all budget levels. This quarter, our brands grew faster than national brands for the seventh consecutive quarter. Simple Truth and Private Selection led our sales growth, highlighting that customers want premium products while also spending less. Our Brands is also creating new products that support customers' healthier eating habits. For example, earlier this year, we identified protein as a major customer trend, and soon, Simple Truth will introduce 80 new protein products to our assortment.

Targeted directly at this important trend, these products include everything from bars and powders to shakes, all from a natural and organic brand that customers trust. This is just one way that The Kroger Co. and our brands are innovating to stay ahead of what our customers want. E-commerce continues to be a key part of our business with 15% growth in the first quarter driven by strong demand and delivery. To keep improving the customer experience, we are working to deliver more accurate orders faster and reduce pickup wait times. These improvements are attracting new households to e-commerce and giving our current households more reasons to shop with us.

As our e-commerce business grows, it represents a bigger impact on our results. Our teams are committed to growing both e-commerce sales and improving profitability. During the first quarter, we made good progress and delivered our best profit improvement yet on a quarter-over-quarter basis. To continue driving improvements, our team is reviewing all aspects of our strategy and operations to improve the customer experience as well as the financial performance. David will share more on this topic later. We know that our best customers shop with us through both e-commerce and in stores, which makes it important for us to continue building and running great stores.

Today, we are on track to complete 30 major store projects in 2025, and looking forward, we expect to accelerate new store openings in 2026 and beyond. High-growth geographies, growing our overall square footage, and adding new jobs. As I mentioned earlier, we're simplifying our business and reviewing areas that will not be meaningful to our future growth. Unfortunately, today, not all of our stores are delivering the sustainable results we need. Also important to note, we paused our annual store review during the merger process. To position our company for future success, this morning, we announced plans to close approximately 60 stores over the next eighteen months.

We don't take these decisions lightly, but this will make the company more efficient, and The Kroger Co. will offer roles in other stores to all associates currently employed at affected stores. To recap, our top priorities are clear. We're going to move with speed. We're going to concentrate on our core business, and we're going to run great stores. This is how we'll position The Kroger Co. for long-term performance. Before David gets into more detail on our financial results, I'd like to talk a little bit about our broader operating environment. Customers continue to spend cautiously in an uncertain economic environment.

Many customers want more value, and as a result, they're buying more promotional products and more of our brands' products. They're also eating more meals at home. The Kroger Co. is well-positioned to support our customers' changing shopping habits. We offer compelling promotions and fuel rewards, outstanding Our Brands products, and personalized promotions that offer families better savings on the products they use the most. We're simplifying our promotions to make it easier for customers to save and to see clear value at the shelf. In fact, we've lowered prices on more than 2,000 additional products so far this year. As part of our work to keep prices low, we're also watching the changing environment around tariffs.

Our business model is flexible to respond to those kinds of shifts, and as a domestic food retailer, we expect a smaller business impact than some of our competitors. Where we do see potential tariff impact, we are proactively looking for ways to avoid raising prices for our customers, and we consider price changes as a last resort. Tariffs have not had a material impact on our business so far, and given what we know today, we do not expect them to going forward. I'd like to spend a moment talking about our associates. Our associates are the backbone of our company and are the people who create a great customer experience.

One of our top operational priorities is improving in-stock levels. We improved in-stock rates in every division this quarter. I appreciate our associates' hard work every day to make this happen. We continue to improve our associates' wages and benefits while investing in their development and well-being. These investments include hourly pay, plus health care, and pensions, as well as technology that makes work easier in our stores, including a virtual AI assistant that is improving associate productivity and engagement. This well-rounded approach is producing results, with both store and company retention rates reaching record levels this quarter.

And when our associates stay longer, they learn more, take on additional responsibilities, and deliver a better customer experience, which leads to better sales. With that, I'm happy to welcome David Kennerly, The Kroger Co.'s Chief Financial Officer, to our earnings call today. We're excited to have David with us, and I'm confident he will help us accelerate our growth and improve our capabilities in a number of areas. As part of this role, I've asked David to lead initiatives across several areas, including cost optimization, efficiency, and real estate, so we can put more investment in our stores, as well as our customer experience.

Now I'll turn it over to David, who will review our financial results in more detail. David?

David Kennerly: Thank you, Ron, and good morning, everyone. It's an honor to be here today for the first time as The Kroger Co.'s Chief Financial Officer. Over the past few months, I've had the opportunity to meet teams all over The Kroger Co., and I've been impressed by the breadth and depth of talent in this great organization. My immediate focus is to build upon The Kroger Co.'s existing momentum, leveraging our collection of unique assets and financial strength to accelerate our performance. To achieve this, I'll be concentrating initially on a few key priorities. First, capital allocation.

We'll be highly disciplined in how we deploy capital, ensuring we invest in projects that generate strong returns with a clear objective of improving ROIC over time. Second, cost optimization. We will focus on optimizing our cost structure, ensuring it aligns with and supports our long-term financial targets and drives operational efficiency. We're going to modernize operations and ways of working across the board, from corporate to our stores and supply chain, to work smarter and more efficiently. Next, improving e-commerce profitability. While we've seen positive momentum here, my objective is to accelerate this improvement.

As Ron said, we plan to review all aspects of our business to drive greater efficiency within our e-commerce cost structure and support growth for higher-margin revenue. Finally, growing market share. The Kroger Co.'s collection of assets positions us well to win and grow share. My focus will be on ensuring we prioritize our resources to drive profitable market share growth, including an acceleration of store projects and more competitive pricing. The Kroger Co. is a world-class retailer today, and we are well-positioned for long-term growth. My objective as CFO is to ensure we appropriately allocate our resources to where we have the best opportunity to grow and win while delivering strong financial returns.

I'll now walk through our financial results for the quarter. We achieved identical sales without fuel growth of 3.2%, excluding adjustment items. Our sales growth was led by strong pharmacy, e-commerce, and fresh sales. We are encouraged by organic script growth, including growth in non-GLP-1 prescriptions. Over recent quarters, we've seen improvement in grocery volumes, particularly in the perimeter of the store, which contributed to our sales growth this quarter. Volume improvement remains a key priority for us, and we expect sequential improvement throughout the year. We saw inflation slightly below 2% in the first quarter, in line with our expectations at the beginning of the year.

Our FIFO gross margin rate, excluding rent, depreciation, and amortization, fuel, and adjustment items, increased 79 basis points in the first quarter compared to the same period last year. The improvement in rate was primarily attributable to the sale of Kroger Specialty Pharmacy, lower shrink, and lower supply chain costs, partially offset by the mix effect from growth in pharmacy sales, which has lower margins. After excluding the effect from the sale of Kroger Specialty Pharmacy, our FIFO gross margin rate improved by 33 basis points. The operating general and administrative rate, excluding fuel and adjustment items, increased 63 basis points in the first quarter compared to the same period last year.

The increase in rate was primarily attributable to the sale of Kroger Specialty Pharmacy and an accelerated contribution to a multi-employer pension plan, partially offset by improved productivity. Consistent with our approach to managing future obligations, we made a strategic pension contribution this quarter. This allows us to pre-fund future requirements and, importantly, help secure long-term benefits for our associates. Multi-employer pension contributions drove a 29 basis point increase in our OG&A rate in the quarter. After adjusting for the effect from the sale of Kroger Specialty Pharmacy and the multi-employer pension contributions, our OG&A rate was relatively flat on an underlying basis. As I mentioned earlier, cost optimization is one of my top priorities.

We will look for new ways to modernize work and operate more efficiently, not only to fund investments in our customer experience but also to deliver on our financial commitments. Looking out for the balance of the year, we expect both our FIFO gross margin rate and OG&A rate on an underlying basis to remain relatively flat as we balance price and wage investments with margin enhancement efforts. Our adjusted FIFO operating profit was $1.5 billion, and adjusted EPS was $1.49 in Q1. Fuel is an important part of The Kroger Co.'s strategy and offers an important way to build loyalty with customers through the fuel rewards in our Kroger Plus program.

Fuel results were behind expectations this quarter, a headwind to our results. Fuel sales were lower this quarter compared to last year, attributable to lower average retail price per gallon and fewer gallons sold. While gallons sold declined compared to last year, our gallon sales continued to outpace the industry. Fuel profitability was also behind the same period last year as a result of fewer gallons sold. We expect fuel will be a headwind to our results for the remainder of the year. As Ron shared earlier, our e-commerce business continued its strong performance. We grew e-commerce sales by 15% and increased our rate of profit improvement from our previous record improvement in the fourth quarter of 2024.

We're pleased with our continued progress and confident we're on the right path. But our clear goal is to accelerate this momentum. To that end, a new e-commerce structure unifies all teams contributing to our e-commerce experience, with a clear mandate to enhance our e-commerce operations, both improved profitability and a superior customer experience. Their efforts will center on deploying new technology, improving density in our fulfillment operations, and accelerating the growth of our retail media platform. We expect these initiatives to be significant drivers of our e-commerce acceleration. I'd also like to provide an update on recent developments concerning our contract with Ocado.

Last week, Ocado drew down the entire £152,000,000 from its letter of credit under our existing agreement. As mentioned earlier by Ron, we're undertaking a comprehensive review of our e-commerce operations and reviewing all aspects of the business to drive growth by improving the customer experience while improving profitability. I'd like to take a moment to provide a brief update on associate and labor relations. We made significant progress on agreements this quarter. Specifically, we ratified new labor agreements with more than 23,000 associates. Since Q1 closed, we have ratified a new collective bargaining agreement for store associates in our Mid-Atlantic division and reached a fully recommended settlement for associates in Seattle. In total, this covers approximately 16,000 associates.

The Kroger Co. is working to reach an agreement with the UFCW for store associates at approximately 80 King Soopers store locations in Denver Metro, Pueblo, and Colorado Springs. Associates at these stores chose to strike for fourteen days during the first quarter, and negotiations are ongoing. We respect our associates' right to collectively bargain. As Ron said earlier, we continue to meaningfully improve wages and benefits. The company's investment in associate wages has increased the average hourly rate to more than $19.50. That figure grows to more than $25 with benefits like health care and pensions factored in that many of our competitors do not offer. We're proud to be a retailer that offers fair wages and comprehensive benefits.

The Kroger Co.'s goal in every labor negotiation is to provide employees with stability and advancement opportunities while working to reach a fair and balanced agreement that both rewards our associates and keeps groceries affordable for the millions of families we serve. I'd now like to turn to capital allocation and financial strategy. The Kroger Co. generated strong adjusted free cash flow this quarter, driven by our operating results. Free cash flow is important to our model, providing liquidity to our operations and allowing us to maintain a strong balance sheet.

At the end of the first quarter, The Kroger Co.'s net total debt to adjusted EBITDA was 1.69 compared to our net total debt to adjusted EBITDA target ratio range of 2.3 to 2.5. Our strong free cash flow and balance sheet provide us flexibility to invest in our business and other opportunities to enhance shareholder value. Our capital allocation priorities remain consistent and are designed to deliver a total shareholder return of 8% to 11% over time. We are focused on investing in projects that will maximize return on invested capital over time while remaining committed to maintaining a current investment-grade rating, growing our dividend subject to Board approval, and returning excess capital to shareholders.

A key priority for The Kroger Co. is to improve ROIC. We expect to do this by improving asset utilization and reallocating capital towards higher return projects, which will drive long-term shareholder value. As Ron mentioned earlier, we have announced plans today to close roughly 60 underperforming stores across the country in an effort to optimize our store network. At the same time, we are actively investing for growth in new store projects. We expect to complete 30 major store projects in 2025, focusing our investments in high-growth areas. We will continue to prioritize new store growth and expect these to be a meaningful contributor to our long-term growth model.

We're delivering on our commitment to return excess capital to shareholders. We expect our $5 billion ASR program to be completed by no later than the third fiscal quarter of 2025. The ASR is being completed under The Kroger Co.'s $7.5 billion share repurchase authorization. After completion of the ASR program, The Kroger Co. expects to resume open market share repurchases under the remaining $2.5 billion authorization. The Kroger Co. expects to complete these open market share repurchases by the end of the fiscal year, which is contemplated in full-year guidance. I would now like to provide some additional detail on our outlook for the rest of the year.

We are pleased with our first-quarter sales, which reflect strength in pharmacy, e-commerce, and fresh. As a result, we are raising our identical sales without fuel guidance to a new range of 2.25% to 3.25%. We expect second-quarter identical sales without fuel to be roughly at the midpoint of our full-year guidance range. With respect to the store closures discussed earlier, we anticipate these will occur over the next eighteen months. There is a modest financial benefit to closing these stores. However, we intend to reinvest the efficiencies back into the customer experience, and as a result, this will not impact our full-year guidance.

While first-quarter sales and profitability exceeded our expectations, the macroeconomic environment remains uncertain, and as a result, other elements of our guidance remain unchanged. As such, we are reaffirming our full-year guidance for net operating profit and adjusted earnings per share. I will now turn the call back to Ron.

Ron Sargent: Thanks, David. We're off to a solid start in 2025, and we are optimistic about the rest of the year. While the broader environment continues to be uncertain, we're focused on serving our customers with great stores. The Kroger Co. is operating from a position of strength. Our strategy is flexible enough to allow us to navigate this changing environment. We are narrowing our priorities, and we are moving with speed to deliver customers an even better experience. We are confident that by staying true to these priorities, we will generate long-term growth and attractive shareholder returns. Before we open it up for questions, I wanted to provide a brief update on the ongoing CEO search.

The Board has a search committee in place and is working with a nationally recognized search firm. The Board is fully engaged, but we have no specific updates at this time. We'll now open it up for questions.

Operator: Thank you. Our first question for today comes from Ed Kelly of Wells Fargo. Good morning, Ed. Please go ahead.

Ed Kelly: Good morning, everyone. And David, welcome. I wanted to start just with a question around pricing and your value perception with customers. I think there's it sounds like an increased focus around trying to improve the value perception. I was curious if you can maybe talk about how you're thinking about price gaps, the plan here going forward, what you're looking to accomplish and then most importantly, can you do all this in a margin-neutral sort of way going forward?

Ron Sargent: Sure. Let me take that one, David. I don't know if you have anything to add. But, you know, overall, when you look at our competitive pricing environment, it remains, you know, very rational. As we mentioned in the comments, we do intend to continue to invest in lower prices. In fact, we lowered prices on an extra 2,000 items during the quarter. But this is much like we've done in prior years also. We're also working to make sure that our promotional offers are simpler, they're easier to access by all customers. And those promotional offers have to offer great value as well.

You know, I can't comment on others, but I do believe that we were more competitive in Q1 than in Q4 versus our EDLP competitors. I think the positive news is that these pricing investments resulted in better sales, better gross margin, and happier customers. So I think it would be probably a good example of us continuing to invest in pricing while expanding our gross margin rate.

David Kennerly: Yeah. Just maybe a couple of things to add, Ron. I think the other thing that we're focused on is making prices easier to get. So rather than a customer having to get out their phone to digital coupon in-store, we're trying to make the customer experience in-store much easier for them to access the good prices that The Kroger Co. has. And then just on the gross margin comment, I think, you know, this quarter's a good example. We've got decent gross margin performance. And as we look to improve our price perception through the balance of this year and beyond, we expect to do this on a margin-neutral basis.

Ed Kelly: Great. And then just maybe a quick follow-up. It looks to be a bit more focused on e-commerce profitability and improving the on the P&L there. Could you just maybe provide a little bit more color around the roadmap, the size of the opportunity? I'm not sure how big the losses are at the moment in e-commerce, but any color there that you could share?

Ron Sargent: Sure, Ed. Let me try to provide a little more color. We have made good progress on e-commerce, top line and bottom line during the quarter. As we mentioned in the notes, we combined all the elements of our e-commerce business under Yale Cossitt. Yale's doing a great job. This allows us a lot better focus on our e-commerce business than we've had in the past. It also, very clearly, allows us to have ownership of the business. We're taking a look at every single aspect of our e-commerce strategy as well as our e-commerce operations. We're looking at every market, every element, we're working on a plan to address the performance in each one of those.

I think the good news is that we are seeing continued growth in the business, up 15% this quarter. Households and e-commerce are growing. Our customers are embracing the whole digital model of our business. We are seeing improvements in profitability at an increasing rate. But to be clear on the profitability, we're not profitable at this point. And we must become profitable in our e-commerce business, and we've got a lot of work to do. We will keep you updated throughout the year, but we don't disclose specific profitability by sub-business segment.

Ed Kelly: Thank you.

Operator: Our next question comes from John Heinbockel of Guggenheim. Your line is now open. Please go ahead.

John Heinbockel: So I want to start with Ron, how do you look at what is non-core? You know? And that could be non-retail. It could be retail, I guess, could be stores, obviously, the 60 stores, it could be retail divisions, I suppose. How do you look at that? And then on capital allocation, right, high return projects, where do remodels sit in that prioritization relative to new stores?

Ron Sargent: Yeah. First of all, let me talk to core versus non-core. I mean, the core of the things that exist in our company that are dedicated to serving our customers. And, you know, it certainly includes stores. It would certainly include e-commerce. It would certainly include all the alternative revenue streams that those generate. That's how I would define core for The Kroger Co., and I think that's what we need to focus on going forward.

David Kennerly: Hey. And, John, let me just cover the capital allocation comment. You know, listen. As we think about where we spend capital, you know, one of the reasons we've talked about investing in store projects is that, you know, these projects typically offer higher returns than our average rate of return. And I would say remodels sit somewhere in the middle of our average return rate.

John Heinbockel: Alright. Then maybe as a follow-up, right, David, cost optimization. Right? So I think you've had years in a row of $1 billion of cost out. How are you attacking that this differently? Things you might be looking at processes versus what you've done over the past couple of years?

David Kennerly: Yeah. I think, you know, obviously, the advantage that Ron and I have is that, you know, it's bringing a fresh set of eyes to the business. You know? And I think my conclusion from my first few months, and I know Ron feels the same, is listen. I think we've got a really good foundation. And so I see this as operating from a position of strength, and I see this as about going from good to great. I think there are a lot of areas where we can improve from a cost perspective.

You know, whether that be on the direct costs, so at cost of goods sold, whether that be on what I call indirect costs or goods not for resale, you know, whether that be on the G&A line and our corporate expenses, and I think we are looking to tackle this in a number of different ways than we've looked at in the past. I think the other thing that will also contribute towards, you know, better cost performance is what I call kind of ways of working. You know, and process improvement.

And I think there's a lot of opportunity here to kind of work smarter, more efficiently, more tech-enabled, and we've already got some good proof points on that. We're gonna do more of that kind of work. So I think that roadmap, John, I think we've got some things that we're gonna look to get some early wins on the board. You know? But I think this is a pretty significant medium-term opportunity.

Operator: Thank you. Our next question comes from Robert Ames of Bank of America. Your line is now open. Please go ahead.

Robert Ames: Hey, good morning, David and Ron. Thanks for taking my question. I was hoping you guys could parse out more the sort of tailwinds to ID sales that you saw in the first quarter and how we should think about some of those things for the rest of the year? So I think some of the tailwinds there was there was inflation I think obviously in the first quarter. Can you parse out how much of that was driven by fresh and what the inflation outlook is like? I think also the GLP-1 tailwind, can you remind us what that tailwind is? And does that continue do you think for the rest of the year?

And then I think you guys did make some comments on volume. It sounds like owned brands volume is pretty strong. Is national brands volume a negative for you guys? And is that a trend that continues as well?

Ron Sargent: Yeah. Let me start this. I'll give you some headlines, and David can fill in the blanks. As we said, you know, identical sales were really driven by pharmacy. They were driven by fresh categories around the perimeter of our store. E-commerce, as well as our brands, and our brands continue to grow faster than the national brands. I think, you know, our identical sales improvement also reflects some of the continued sales momentum in our core grocery business. We saw that beginning in Q4, and that continued in Q1. And, you know, finally, you know, we should give some credit to the divisions.

I mean, there was really strong execution on the part of our stores team to better serve our customers. And all of those things certainly help drive identicals as well. And given the increase in our identicals guidance, we expect to see continued improvement in grocery volumes throughout the year. And, David, I don't know if you want to add.

David Kennerly: Yeah. A couple of things to add. So just on the inflation outlook. So we saw inflation, you know, just under 2% for the quarter. We'd guided to one and a half to two and a half for the year, so we're well within the guidance range. You know, and absent any major disruption, we expect to continue to be in that range. And then just on pharmacy, just a couple of points. I think it's important to note that ESI had a very minimal impact on the quarter. Less than 10 basis points. And we continue to see good growth from GLP-1s.

Robert Ames: That's really helpful. And just a quick follow-up would be, $100,000 plus customer versus low-income customer, anything you can share on what you're seeing there?

Ron Sargent: You know, what we're seeing is, you know, different shopping, you know, behaviors and different shopping patterns. You know, for example, you know, we are seeing, you know, both, I think, shopping more at The Kroger Co. stores and grocery stores compared to eating away. They're making more frequent trips to the store. The average basket is less. When you look at spend in total, I think it's been very stable. You know, one factoid is kind of interesting is that the inflation has been higher for food away from home or restaurants. Inflation in restaurants has been higher for twenty-seven consecutive months versus food consumed at home. I think both in high and low-income levels, they're navigating significant uncertainty.

I think consumer confidence is down. Customers are looking for value. And I think, you know, when you look at how we've responded to that, I think, you know, we're always looking for ways to, you know, deal with the environment and bring value to our customers, and whether that's, you know, our brands, whether it's having the right promotions, having the right promotional pricing, you know, we are kind of seeing a shift into larger pack sizes and increased use of coupons. We're seeing some discretionary spend that's a little softer in areas like snack and adult beverages, pet, general merchandise categories.

So I think in terms of the consumer, we expect the consumer to remain cautious throughout the year. And we're responding to that with simpler promotions, coupons, lower prices, and a lot of on-brand choices.

Operator: Thank you. Our next question comes from Simeon Gutman of Morgan Stanley. Your line is now open. Please go ahead.

Simeon Gutman: Hey guys, good morning. Follow-up on sales and market share. Curious if you when you look at market share, how you viewed the performance in the quarter? Realize that the national data we see is not perfect because it's national. But it did look like you inflected in the first quarter. You mentioned that ESI was pretty minimal. So curious how you view it. What would you attribute to the inflection? And was it e-commerce? And was it broad-based? Thanks.

Ron Sargent: Well, good morning, Simeon, and I think I've known you long enough to understand that no good retailer is ever happy with their market share. It's really a critical metric in any retail business, and the goal's gotta be to improve market share. The biggest driver of market share for us relates to opening new stores. We have seen very modest store growth over the last several years during the merger process. We did see significant improvements in Q1. And we saw market share gains in markets where we have added stores. Again, I don't want to discount the other driver in market share gain, and that's, you know, in-store experience. Customer service getting better.

Competitive pricing getting better, simpler promotions, in-store conditions, and we're starting to see some progress there. And then finally, you know, when you're growing your e-commerce business at 15%, that will help your market share as well as accelerated growth in our Kroger brands portfolio as well. I don't know. Anything else you want to add?

David Kennerly: Nothing to add. I think you covered it, Ron.

Simeon Gutman: Okay. A follow-up, different topic, e-commerce. I don't know if it's too early, but can you tell us if you look at the investments that this company has made, do you think you need to step them up in order to scale quicker or accelerate growth? Or they'll be funded, you don't think that's a question? And then connected to it, I'm trying to understand the way you position the Ocado pulling down the revolver and then talking about how you need to evaluate what this looks like.

So thinking about how you deal with e-commerce over the next several years, could there be another big step up in investment to allow you to reduce the cost of serve and accelerate speed? Or do you think you have the foundation in place today?

Ron Sargent: Well, I think we have a terrific foundation in place in our e-commerce business, and we have invested heavily in our business over the last several years. We are, I think, offering a better customer experience. We're improving things like, you know, wait times. We're delivering faster. The number of households is growing, particularly on the delivery side. And, you know, the nice thing about sales is it improves your density for your delivery route. So there's a lot of, you know, goodness coming, but I think it's a little early to say, you know, exactly, you know, what we're gonna decide on each one of these.

But the investments that we've made have been helpful, but going forward, we're gonna look at, you know, every investment that we have made or will be making. You wanna talk about Ocado?

David Kennerly: Let me cover the Ocado question. So the Ocado contract had a clause in it on the seventh anniversary. They were able to draw down the remaining balance on the letter of credit that had been provided. And they chose to do that. So I think it's a contractual thing and nothing more.

Operator: Thank you. Next question comes from Paul Lejuez of Citigroup. Your line is now open. Please go ahead.

Paul Lejuez: Thanks, guys. Can you talk a little bit more about the all-brand portfolio, the growth you saw in that segment of the business versus the rest of the store and how that the gap between the two are trending? And then I'm also curious if you could talk about any regional differences that you might have seen this past quarter, whether any certain regions stand out as getting more or less promotional or rational, however you want to frame it.

Ron Sargent: Yeah. I can start with our brands. As we noted, we had another strong quarter. Our brands. I believe, and I'm an optimist, understand that, but I believe there's a big opportunity for our brand products to accelerate this even further in the years ahead. The quality is terrific. It creates great value, you know, to our customers. It allows us to lead the pack, I think, in product innovation, and I referenced the Simple Truth protein line, but I think that's a great example of that. You know, people are eating healthier, so we're gonna jump on that trend. I think high-protein products also tie into customers using GLP-1 medications.

And, you know, the best part about our brands is that it differentiates us, you know, from our competitors. There's only one place you can get, you know, Kroger brand or Simple Truth or Natural Selects. All of it just at The Kroger Co. In terms of regional differences, I really can't, you know, point to anything that jumps out at me that, you know, is specifically different. I think we saw, you know, kind of good performance across the chain.

David Kennerly: I mean, maybe the only thing you highlighted is we show better share performance in those markets where we were building new stores.

Paul Lejuez: Sure. And I think this was asked earlier, but the higher-income consumer, can you talk about the performance with your $100,000 plus customer? I'm not sure if you quantified where you're seeing the greater growth.

Ron Sargent: I don't know that we did quantify specifically.

David Kennerly: I think nothing other than to say that, you know, the higher-income consumer continues to behave what we would call kind of rationally. I don't think any big disconnects versus previous quarters. Continue to see, you know, premium wines, that kind of stuff. You know, sort of increased spend on fresh. Normal trends. I don't think anything unusual to note on the higher-income consumer.

Paul Lejuez: Thank you.

Operator: Our next question comes from Michael Lasser of UBS. Your line is now open. Please go ahead.

Michael Lasser: Hey, Michael. Good morning. Thank you so much for taking my question. If we put a picture of what The Kroger Co. is experiencing together, perhaps there's a case where the growth in e-commerce as well as the growth in pharmacy are cannibalizing the center of the store. If this continues, is there a point at which the net result of this creates an overall challenge on ID sales? And to what degree is The Kroger Co. planning for that potential outcome today in the event that it happens in the future? Thank you.

Ron Sargent: Yeah. I don't know that we've spent a lot of time thinking about that fact. We're seeing improved grocery center store trends. We saw that certainly in the first quarter, and we expect to see that continue, you know, every quarter this year. I don't know there's a specific strategy around that other than, you know, running great stores and, you know, taking great care of our customers. I think we'll benefit whether it's e-commerce, whether it's pharmacy, or whether, you know, it's the walk-in shopper. I don't know, David, anything you want to add?

David Kennerly: Nothing to add. I agree.

Michael Lasser: Thank you very much. And my follow-up question is you stepped up price investments on the 2,000 items, yet this is what sounds like the selling margin was positive. So where are you finding the offsets within the selling margin to make the additional price investments even as your gross margin FIFO gross margin is positive? Thank you.

David Kennerly: Yeah. Let me take that one, Michael. So listen, I think we've got a number of levers that helped us with our gross margins, and I think these are the kind of things that we're gonna try to do going forward. So our brands mix obviously helps with that. And we also saw good performance from a sourcing savings perspective. So I think, you know, that's just a couple of examples of, you know, positive contribution to our gross margin. I think we're gonna have to, you know, we're gonna that's how we're gonna deal with this going forward.

So, you know, we want to, so I'd expect sort of a flat gross margin expectation for the balance of the year as we look to balance those price investments with those contributors.

Michael Lasser: Thank you.

Operator: Our next question comes from Leah Jordan of Goldman Sachs. Your line is now open. Please go ahead.

Leah Jordan: Good morning. Thank you. Good morning. Seeing if you could provide more detail on the gross trends in retail media. How has engagement from partners trended given the dynamic macro backdrop? And just how should we think about the relative impact of profit as we move through the year versus what you realized in the first quarter?

David Kennerly: Leah, let me take that one. So I think a couple of things. So first of all, I mean, we really like our offering in retail media. We've got a great suite of products that we see good engagement from brands on. And I think what we feel really good about that we think is differentiated for The Kroger Co. is our ability to do what we call kind of closed-loop measurement. You know, which is not only obviously where we spend, but really tracking the measurement through to understand how that directly impacts sales. And also customer behavior. So we think we've got a good product.

And, you know, certainly, as you know, having spent I spent a long time on the brand side, you know, brands are wanting to understand how they get the best returns for their dollars. And so, you know, for me, that is a very, very powerful set of tools. Now I think what we talked about in Q4, we talked about some spend, sort of pullback in CPG spending. We did see continued, you know, sort of similar trends in Q1 where CPGs are being cautious with their spending. But I want to reinforce that the business continues to grow at a healthy rate.

And we do expect to continue to see healthy growth in the business through the balance of the year.

Leah Jordan: That's very helpful. Thank you. I just want to have one follow-up on shrink. I mean, it continues to be a tailwind for several quarters and called out again this quarter. Could you talk about the magnitude of the impact to gross margin this quarter? What's the key driver for the shrink improvement? And how much more opportunity do you see as we go throughout the year?

David Kennerly: So let me talk I'll take that one. So let me talk about shrink. Yeah. You're right. We've seen good progress, and we've seen good progress across both fresh, and we've seen good progress on center store. And I think what we really attribute this to is we've made some investments in some AI-enabled technology and deployed new processes around that technology as well. And that's really allowing us to have much better visibility of the inventory we've got in-store, best by dates, and allows us therefore to be much more sophisticated in the ordering that we're making. So our expectation is we're gonna continue to see good shrink performance through the balance of the year.

And we'll continue to make investments in this space provided we will continue to see the good returns that we're seeing.

Ron Sargent: And just one addition is, you know, sales help shrink. And more hours in stores help shrink, and more focused employees help shrink. So I think there's a lot of things going on to improve our shrink results.

Operator: Thank you. Our next question comes from Rupesh Parikh of Oppenheimer. Your line is now open. Please go ahead.

Rupesh Parikh: Good morning, Rupesh. Good morning. Thanks for taking my question. I guess I just want to start with Express Scripts. I was curious how that ramp is going versus expectations. And then related to Express Scripts, just curious if you're actually building in benefits for the remaining quarters on the top line?

David Kennerly: Yeah, Rupesh, let me take that one. As we said, ESI had a very minimal impact on the quarter, so less than 10 basis point impact on sales. The reason we didn't include it in the guide for the year is because we knew it would be, you know, difficult to predict because, you know, you've got these big commercial contracts, the timing of which they sort of come back on stream. It's difficult to predict. So I'd say we're on track. But specifically, the guide for the balance of the year continues to exclude ESI.

Rupesh Parikh: Okay. Great. And then maybe just one follow-up. Just on trends. Curious on quarter to date in terms of what you guys are seeing so far?

David Kennerly: Yeah. I would say that we're happy with the way the quarter started. And it's in line with the guidance that we communicated in the prepared remarks.

Operator: Thank you. Our next question comes from Chuck Cerankosky of Northcoast Research. Your line is now open. Please go ahead.

Chuck Cerankosky: Good morning, Jack. Good morning, everyone. In looking at your store strategy and investments in stores, could you give us sort of an overall view of what you're doing there in terms of what you're closing, where you're closing, where you're opening, what type of formats are you favoring? And in the context of other competitors changing their stores, not the least of which are the drug chains, and also the use of pharmacy and fuel in strategy. Thank you.

Ron Sargent: Sure. Let me start on store closures. As we noted, you know, we plan to close roughly 60 stores, and we'll do that over the next eighteen months. We usually, you know, evaluate individual store performance on an annual basis, and we continue to do that. But we deferred closing any stores due to the merger process. So we see this as an opportunity to move these closed store sales to other stores. And we think that we should improve profitability. There's really minimal financial impact on company results as a result of the store closures. The geography is spread really around the country. It's kind of ones and twos by division.

And all the associates who are affected will be offered jobs in their other stores. I'm not sure I got the second point of the.

David Kennerly: Yeah. It was about the strategy, how we think about opening new stores.

Ron Sargent: Yeah. I mean, I think, you know, obviously, new store openings are the biggest driver of market share gains. And we're continuing to look at that. And I think we will be investing to accelerate, you know, openings going forward. We don't have a number to share with you this morning. But it'll be north of the 30 that we open this year.

Chuck Cerankosky: Could you comment on the geography of those openings in the formats you're favoring?

Ron Sargent: Yeah. As you know, it takes a while to open a big Kroger store. And, you know, we're looking at geography across the country. There's no specific, you know, area. We are probably gonna favor areas of the country that are growing faster than others. We're gonna look at, you know, where we have, you know, competitive opportunities or, you know, growth within cities that we operate in. It's really scattered around the country, and there'll be a variety of store formats. Although, you know, the marketplace store is a terrific format, and many of them will be marketplace stores.

Operator: Thank you. Our next question comes from Kelly Ibaria from BMO. Your line is now open. Please go ahead.

Kelly Ibaria: Good morning, Gail. Good morning. Thanks for taking our question. Good morning. Wondering if we could go back to digital sales and the nice acceleration there sequentially. I was just curious if you have any specific strategies or factors that you would attribute that to. And also in that, you noted strong demand in delivery, and I was wondering if you could how much of that is more same-day kind of Instacart-driven delivery versus Ocado-enabled delivery? And I just want to make sure if there's any consideration with respect to Ocado and any broader changes. Just want to make sure I understood that commentary clearly.

Ron Sargent: Yes. I don't know if I can point to any specific strategy. And if I had a specific strategy, I probably wouldn't announce that publicly. But I think it is good, you know, good growth really, you know, across the board. I think it's in all geography. It relates to, you know, the entire assortment of our product line. And, you know, they always say retail's detail, and, you know, this is really basically about, you know, chopping wood and doing all the little things. I think before we consolidated everything under Yale, there were a lot of different parts of our business that were, you know, trying to optimize.

That doesn't work unless you have kind of, you know, one owner. And I think structurally, you know, that really helped our business because somebody's got responsibility for not only the top line in total but the bottom line in total. And every line in the P&L on the income statement in between.

David Kennerly: Yeah. Maybe, Kelly, let me add a couple of things to Ron's comments. I mean, really, our metrics on e-commerce were pretty good across the board. I mean, we grew households. We grew order volume. Orders per household grew. So I think, you know, we saw a number of the metrics that are important to e-commerce, you know, continue or really saw favorable performance. So we were very pleased with that. On the Ocado thing, just to clarify, just on your other question, yeah. Listen. It's a contractual thing.

We had a clause in the contract that said on the seventh anniversary of the signing of the contract, they were able to draw down the remainder of the letter of credit. And Ocado chose to do that.

Kelly Ibaria: Thank you.

Operator: Our final question for today comes from Scott Marks of Jefferies. Your line is now open. Please go ahead.

Scott Marks: Good morning, Scott. Hey, good morning. Thanks so much. Thanks so much for taking our questions. Wanted to just ask you made some commentary around our brands outperforming the national brands for, I believe, was the seventh quarter in a row. Have you seen any change in strategy from your branded suppliers, whether it be promotional or otherwise?

Ron Sargent: I'm not the merchant here, but I think the answer is really not. You know, I think, you know, the selling strategies of our suppliers, you know, continue, you know, like they have been for several quarters. You know, we're not seeing them being more aggressive on pricing or promotion. I think it's kind of a bit of a steady state with most of our CPG partners.

Scott Marks: Got it. And then just as a follow-up in light of some of the political backdrop with, you know, a ban on some artificial food dyes and other potential regulatory changes down the pipe. Wondering if you thought about how that might impact the center store part of your business especially? And any kind of discussions with some of those branded suppliers?

Ron Sargent: Well, I think there's certainly a trend going on in Washington to eliminate, you know, anything artificial, and, you know, in the area of dyes, I mean, I think many CPGs are reformulating their products to address that and deal with that. Certainly, we're all over that for The Kroger Co. brands and our brands. I think from a regulatory standpoint, I think we're spending a little more time on tariffs than we are on kind of artificial food ingredients, although, you know, our customers are looking to, you know, eat healthier and buy healthier products. And I think we are trying to respond to that. But in terms of tariffs and the question hasn't come up.

But we've really seen very minimal impact from tariffs. And where we do see impacts in areas like, I don't know, produce, flowers, we are working very hard to mitigate that impact, and we're pushing back on any suppliers who would like to pass along the additional cost. We're looking at, you know, some of the country of origin stuff. We're even discontinuing some items where it doesn't make sense for our customers.

Scott Marks: Thank you.

Operator: I'll now turn it back to Ron for any further remarks.

Ron Sargent: Well, thanks, everybody. I appreciate all the questions today. As you know, before we conclude our earnings call, we'd like to share a couple of comments with our associates listening in. To them, I say thank you. I thank you for all your efforts. You made our strong quarter possible. We still have a lot of work to do. We appreciate your continued commitment to running great stores and taking great care of our customers. So thanks, everybody, for joining us on the call this morning. We look forward to speaking with all of you again soon, and we hope to see you all in our stores.

Operator: Thank you all for joining today's call. You may now disconnect your lines.

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  •  

TechTarget (TTGT) Q1 2025 Earnings Call Transcript

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DATE

  • Thursday, June 12, 2025, at 12 a.m. EDT

CALL PARTICIPANTS

  • Chief Executive Officer — Gary Nugent
  • Chief Financial Officer — Daniel Noreck

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TAKEAWAYS

  • Reported Revenues: $285 million in revenue for 2024, driven by 12 months of Informa Tech digital businesses and one month of legacy TechTarget operations.
  • GAAP Net Loss: GAAP net loss was $117 million for 2024, primarily due to acquisition and integration costs, noncash impairments, and limited contribution from legacy TechTarget.
  • Adjusted EBITDA: $31 million in adjusted EBITDA, reflecting underlying earnings generated by the reported structure in 2024.
  • Combined Company Revenues (Pro Forma): $490 million for the full year, assuming the combination was in effect from January 1, 2024, matching previous guidance and indicating flat underlying business performance.
  • Combined Company Net Loss: $166 million net loss for the combined company in 2024, including nonrecurring combination-related operating costs.
  • Combined Company Adjusted EBITDA: $82 million in adjusted EBITDA for 2024, including allocated Informa Group central costs and transitional service expenses.
  • Cash, Cash Equivalents, and Short-Term Investments: $354 million at year-end, supporting ongoing operations.
  • Convertible Senior Notes Outstanding: $416 million of outstanding convertible senior notes at year-end 2024.
  • Year 1 Operating Cost Synergy Target: On track to surpass $5 million, and management maintains high confidence in achieving or exceeding the $45 million run-rate synergy target by year 3.
  • Revenue Outlook: The company forecasts flat revenue for 2025 and an increase in adjusted EBITDA for the year, supported by cost synergies and the absence of one-off integration costs.
  • Subscription Business Renewal Rates: Value-based renewal rates in intelligence and advisory remained flat year-on-year for the period referenced. Other Brand to Demand subscriptions were flat to slightly down in value year-on-year for the period referenced.
  • Sales Organization: Restructuring accelerated, with a unified go-to-market strategy emphasizing largest customer accounts.
  • Product Strategy: NetLine repositioned for higher-volume segment, and Intelligence & Advisory offerings consolidated into fewer, larger packages aligned by key industry segments.
  • Cross-Sell Progress: Tactical success with cross-sell and initial execution of larger combined proposals, contributing to increased average deal size.
  • AI Initiatives: Company applies AI to operational efficiency, product enhancements (such as integration into Priority Engine for sales use cases), and market education on AI technologies.
  • Net Debt Position Update: CFO Daniel Noreck stated, "fundamentally, the net debt position is the same" after repayment of convertible notes and use of revolving credit.

SUMMARY

TechTarget (NASDAQ:TTGT) management confirmed the combination with Informa Tech produced a strong cash position and clear integration progress, supported by leadership appointments and restructured reporting lines. The subdued demand environment persists, but the company reiterated its target of broadly flat revenue and an improved adjusted EBITDA outlook for 2025, underpinned by synergy execution and cessation of one-time combination costs. Major integration milestones were completed during the quarter, and cost discipline was demonstrated.

  • CEO Nugent said, We are tracking well ahead of our year 1 operating cost synergy target of $5 million and have a high degree of confidence in our ability to meet or exceed the $45 million overall run-rate synergies targeted by year 3 (non-GAAP).
  • The integration produced successful tactical and strategic cross-selling, with several larger proposals accepted by key customers and an upsizing of average deal value.
  • Subscription renewal rates in the intelligence and advisory segments remained stable year-on-year.
  • AI's market impact spans three key areas: direct vertical opportunity, operational productivity, and product enhancement, but no material shift in serious buyer research behavior was reported.

INDUSTRY GLOSSARY

  • Adjusted EBITDA: Earnings before interest, taxes, depreciation, and amortization, adjusted for nonrecurring and non-cash items, used for operating performance assessment.
  • Run-rate synergies: Expected recurring annualized savings or incremental value created by the combination or integration of two companies, once integration is fully realized.
  • NetLine: A demand generation product positioned for high-volume B2B lead delivery within the combined company's product suite.
  • Priority Engine: A proprietary platform incorporating AI to improve sales targeting and customer engagement for enterprise technology decisions.

Full Conference Call Transcript

Gary Nugent, our Chief Executive Officer; and Dan Noreck, our Chief Financial Officer. Before turning the call over to Gary, we would like to remind everyone on the call of our earnings release process. As previously announced, in order to provide you with an update on our business in advance of the call, we have posted a press release to the Investor Relations section of our website and furnished it on an 8-K. You can also find these materials with the SEC free of charge at the SEC's website, www.sec.gov. The corresponding webcast as well as a replay of this conference call will be made available on the Investor Relations section of our website.

Following Gary's remarks, the management team will be available to answer questions. Any statements made today by Informa TechTarget that are not factual, including during the Q&A, may be considered forward-looking statements. These forward-looking statements, which are subject to risks and uncertainties, are based on assumptions and are not guarantees of our future performance. Actual results may differ materially from our forecast and from these forward-looking statements. Forward-looking statements involve a number of risks and uncertainties, including those discussed in the Risk Factors section of our most recent periodic report filed on Form 10-K.

These statements speak only as of the date of this call, and Informa TechTarget undertakes no obligation to revise or update any forward-looking statements in order to reflect events that may arise after this conference call, except as required by law. Finally, we may also refer to certain financial measures not prepared in accordance with GAAP. A reconciliation of certain of these non-GAAP financial measures to the most comparable GAAP measures, to the extent available without unreasonable effort, accompanies our press release. And with that, I'll turn the call over to Gary.

Gary Nugent: Thank you, Charlie. Good morning from Boston, Massachusetts, and thank you for investing the time to join us today and for your patience while we work through the Informa TechTarget 2024 audit and preparations for the 10-K filing. We filed our full set of 2024 financial statements and the annual report on Form 10-K last week on May 28, which is available at www.informatechtarget.com. Reported results for 2024 reflect the structure of the combination, comprising 12 months' contribution from the Informa Tech digital businesses and around 1-month contribution from the legacy TechTarget business, being the period from completion of the transaction on December 2, 2024, through to the year-end.

On this basis, reported revenues were $285 million with a GAAP net loss of $117 million, the latter reflecting the contribution period of TechTarget, acquisition and integration costs, and noncash impairments at the point of combination. Adjusted EBITDA was $31 million. On a combined company basis, assuming the combination was in effect from January 1, 2024, we delivered full-year revenues of $490 million, in line with the previous guidance. This equates to broadly flat underlying performance for the year, reflecting the subdued market backdrop, with activity levels impacted by geopolitical tensions and macroeconomic uncertainties. The combined company net loss was $166 million, and combined company adjusted EBITDA was $82 million.

The latter included certain nonrecurring operating costs relating to the combination, including an allocation of the Informa Group's central costs to the Informa Tech digital businesses in 2024, a portion of which are included in the transitional service agreements entered into on the closing date. Our financial position at the year-end was strong with cash, cash equivalents, and short-term investments of around $354 million and around $416 million of outstanding convertible senior notes. Given the subdued market backdrop, I would describe our performance in 2024 as robust, holding revenues while improving margins.

And if you let me turn to the future, our combined business sits at the intersection of 2 attractive and dynamic markets, technology and B2B marketing, representing a $20 billion addressable market. Through this combination, we are creating the scale, talent, and operating platform to nurture and build specialist audiences and deliver increasing value for clients. And I am excited and optimistic about the opportunity that we have ahead of us and how that can translate into value for our other stakeholders, too, including our shareholders and our 2,000-or-so colleagues at Informa TechTarget.

In 2025, the foundation year for Informa TechTarget, our focus is on combining our strengths across brands, product, go-to-market, and talent to position the business for long-term growth. The combination program to successfully integrate the legacy companies is well underway, with all executive and senior leadership appointments completed and reporting lines and responsibilities confirmed. The restructuring of our sales organization has been accelerated, including a unified go-to-market strategy that gives increased focus to our largest customer accounts through dedicated service teams. Product strategy work is advancing well, including a repositioning of the NetLine product to address the volume end of the demand market and reshaping the Intelligence & Advisory portfolio to better meet the needs of our evolving customer requirements.

We are tracking well ahead of year 1 operating cost synergy target of $5 million with a high degree of confidence in our ability to meet or beat the $45 million overall run rate synergies targeted by year 3. The business environment remains subdued, but our guidance remains in line with previous commentary with a target for broadly flat like-for-like revenues and an increase in adjusted EBITDA for the year, supported by the overdelivery of combination synergies and nonrecurrence of one-off combination costs that were included within the 2024 results.

Beyond the near-term market dynamics and the foundation year, we remain confident in the medium-term growth opportunities for Informa TechTarget, underpinned by innovation and growth in technology and the increasing demand for more efficient data-driven B2B digital services. A final note, we will update our investor presentation following today's call, which again, you will find on www.informatechtarget.com. Thank you. I will now pass the call back to our moderator, Sami, and open the call for any questions.

Operator: [Operator Instructions] Our first question comes from Joshua Reilly from Needham.

Joshua Reilly: All right. Maybe to start off with, we haven't had a call in a while, so I think it would be helpful to get an update on how AI is impacting your business, including the risks and opportunities. And maybe touch on the trends you're seeing with the average number of white papers and webinars that customers are reading and watching before making a B2B tech purchase today versus a year ago or more when there was less proliferation of gen AI tools.

Gary Nugent: Josh, thank you for the question. Let me maybe think about this or break this down into sort of 3 component parts. The first thing, of course, is that AI as a technology is a market, in and of itself, for our company, for our business. So in other words, we are in the position to inform and educate and connect the market, the buy side of the market, about AI technologies and how they can be applied to business. And of course, we're in the business then of also the AI companies, who are providing products and services and technologies, to then actually reach those audiences, reach those buyers and decision-makers.

So that is, in and of itself, a market for us and one that we're addressing with enthusiasm. You've then got the second thing, I think, which is how do we apply AI to our business, first and foremost, to improve upon our effectiveness and our efficiency. And again, we have a number of initiatives across the business to do so. We can see this in many areas of our business, in our research, in intelligence and advisory capabilities, in our editorial and audience development capabilities, and indeed, in our marketing and sales capabilities and our go-to-market. And we are applying that to our business to improve our efficiency and to improve our effectiveness and indeed, to improve quality.

We then have the matter of applying AI to actually improve the products and bring new products and services to market. And of course, in the latter half of last year, you will have heard TechTarget and Mike talk about the application of AI to the Priority Engine product to actually help the sales use cases, engage with their customers, as a good example of that. And then maybe finally, to your point about how AI is impacting the way in which the marketplace discovers content and consumes content and is informed and educated. I would say that obviously, there will be, I think -- I mean, the application of generative AI, in particular, is changing that landscape.

But certainly, what we are seeing is that when customers are -- or when buyers, to be precise, when buyers are in the market and are looking to make large capital decisions, significant investments in their business, they are needing deep research into the subject and are looking for content which comes from authoritative and unbiased and known sources. And so we're not really seeing any changes in the pattern of that, what I would call, serious buyer research.

Joshua Reilly: Got it. That's very helpful. Appreciate that. You mentioned in the release that the cost synergies are on plan or ahead of expectations in terms of timing. As you've now had some time to review the combined company, can you just comment on how you feel about the total $45 million in cost and revenue synergies, both in terms of timing? And then is that still a total number that you're comfortable with going forward?

Gary Nugent: I can confirm that I am comfortable with the total number, and it's certainly our intention to meet or exceed that over the period. And I think we will track certainly on the -- if you recall, the synergies of $45 million are broken down into both cost synergies and revenue synergies. In particular, we feel confident in our ability to accelerate the cost synergy side of that equation. On the revenue synergy side of that equation, we're confident that we will be on track.

Joshua Reilly: Got it. And then maybe I'll just throw one more out there. You talked about some short-term disruptions to the business in January and February. Maybe you can just discuss what happened there and how you remedied that pretty quickly within a quarter to be executing moving forward.

Gary Nugent: Largely, that's about us approaching -- implementing a combination plan, Josh. Obviously, when we bring 2 companies together, there's lots of work to be done on processes, on systems, on the operating model, and organization design. I talked earlier on about us accelerating our go-to-market strategy and the adjustments in the sales organization, et cetera, et cetera. There's obviously an element of disruption associated with that, but we felt that it was important that we get ahead of the curve and that we execute with peace and get ourselves into the position to anticipate the market opportunity.

Operator: Our next question comes from Jason Kreyer from Craig-Hallum.

Jason Kreyer: So, Gary, you talked about kind of a subdued market that you're seeing right now. So I'm wondering if you could just give more details on what that means, maybe more external. You talked about kind of the internal disruption, but more details on the macro would be great. And then just as a follow-up, your guidance kind of called for more of a decline in the near term with more momentum as we get into the back half of the year. Can you talk about what gives you the confidence in that and what you're hearing from customers that gets you to that conclusion?

Gary Nugent: Yes, of course, Jason, thank you for the question. I think I would use -- we use the term subdued market, and I think that is reflective of what we experienced in 2024 as well. So I suppose what we're really seeing is that we're seeing a continuation of the pattern in 2024, and that's why -- it's reflective of that. So neither I would say a significant improvement or, for that matter, a deterioration would be my description of that. In terms of what gives me confidence in improving in the back half of the year, it's largely around the investments that we're making.

So us pressing ahead with our combination, getting ourselves in a position to anticipate the market more effectively in the second half of the year through our new go-to-market model, through the product strategy and the product road map that we've created, and generally leveraging, if you like, the thesis that was the combination in the first place, which is that, in bringing these 2 companies together, we create a company that has breadth and scale. And in doing so, that breadth and scale will play out in the marketplace and win out in the marketplace, particularly with the larger customers in the market who have scale requirements, and then we have the ability to meet those scale requirements.

Jason Kreyer: Gary, can you call out any opportunities in the near term where you think, in the early stages of this integration, you can see more success with the cross-sell or areas where you're already seeing success of cross-sell?

Gary Nugent: I can tell say that at present, I would say I would describe that in 2 ways. We've certainly seen what I would describe as tactically success with the cross-sell as we've taken the customer relationships that we had from both sides of the combination and leveraging them to drive incremental revenues -- incremental sales and incremental revenues. And we've already seen some success of that throughout the first quarter. I think separate and distinct from that, though, is what I would describe as maybe more of the strategic cross-sell, which is actually our ability to put much larger proposals in front of our customers.

And therefore, we are seeing and we've had 1 or 2 really interesting examples of us putting larger-size proposals in front of our customers and our customers buying into that. And of course, our ability to increase our average deal size with our customer base over time is an important part of our strategy.

Operator: [Operator Instructions] Our next question comes from Eric Martinuzzi from Lake Street.

Eric Martinuzzi: About 1/3 of your business is subscription or at least that's the number I have from -- it might have been 2023. I'm not sure if that still applies for the 2024 numbers. But just wondering if you could comment on how renewals went over the past quarter or so in comparison to a year ago and whether kind of a net revenue retention or gross renewals. Just curious to know how the subscription business has gone.

Gary Nugent: Thank you. The largest element of our subscription business is in the intelligence and the advisory space. And I would say, if I sort of recall, really, year-on-year, the value-based renewal rates are holding flat, as I would say, year-on-year, was my observation. Similarly, then I think we have other subscriptions in the Brand to Demand portfolio. And I would say a little bit flat year-on-year to a little bit down from a value perspective in some areas. But generally speaking, I'm comfortable in the quality of the product and our ability to drive growth in those products over the long term of the year.

Eric Martinuzzi: Okay. And that also, I assume, is the better -- you're expecting better in the second half of '25 than in the first half?

Gary Nugent: I think I would expect so, yes. But I would say that in terms of growing the subscription businesses, holding the renewal rate is obviously a strong part of that strategy and improving them modestly. But really, I think the acquisition of new customers and growing the base within our existing customers, what I would describe as new upsell to the subscription or new subscription customers is a core part of the strategy.

Eric Martinuzzi: Okay. And then you talked about on the product side, repositioning NetLine to the volume end of the market. How has that process been going?

Gary Nugent: Certainly, we're very encouraged with the Q1 experience of taking that product to that end of the marketplace and the market acceptance.

Eric Martinuzzi: All right. And then what exactly do you mean by the reshaping of the Intelligence & Advisory portfolio to better meet evolving customer demand? Could you give an example?

Gary Nugent: This was largely about us taking the portfolio of services, in particular, the intelligence services within the Intelligence & Advisory portfolio, and maybe what you might describe as packaging them into a fewer number of larger packages and then also aligning those packages with the segments in the marketplace that we see, the segments being enterprise IT, consumer, industrial, and telecommunications and service providers. So it's really about product packaging and taking packages, which I think were more suited to the needs and the requirements of the marketplace.

In addition to that, then bringing the Enterprise Strategy Group business and joining that with the Omdia and the Wards and the Canalys business and Intelligence & Advisory, we've now created 2 consulting capabilities, one which is the strategy consulting capability and the other which is the go-to-market strategy consulting capability. And I think that creates a much cleaner offering in the marketplace to those corporate strategists, analyst relations, product business unit leaders, product managers, and product marketers.

Eric Martinuzzi: Got it. And then lastly, Dan, what can you tell us about the latest for the cash and debt balances, either a March 31 update of the -- or maybe even the end of May update on cash and debt?

Daniel Noreck: Sure, Eric. I mean, from a net debt position, we are fundamentally in the same place, right? Because we used the cash that was on hand, plus we drew down $135 million on the revolving line of credit to fund the repayment of the convertible notes. But fundamentally, the net debt position is the same.

Operator: We currently have no further questions. And with that, we would like to thank you all for joining us today. This concludes today's call. You may now disconnect your lines.

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  •  

Broadcom AVGO Q2 2025 Earnings Call Transcript

Logo of jester cap with thought bubble.

Image source: The Motley Fool.

DATE

Thursday, June 5, 2025 at 5 p.m. ET

CALL PARTICIPANTS

President and Chief Executive Officer — Hock Tan

Chief Financial Officer — Kirsten Spears

Head of Investor Relations — Ji Yoo

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TAKEAWAYS

Total Revenue: $15 billion for Q2 FY2025, up 20% year over year, as the prior-year quarter was the first full period with VMware, making the 20% year-over-year growth organic relative to a VMware-included base.

Adjusted EBITDA: Adjusted EBITDA was $10 billion for Q2 FY2025, a 35% increase year over year, representing 67% of revenue and above the Q2 FY2025 guidance of 66%.

Semiconductor Revenue: $8.4 billion for Q2 FY2025, up 17% year over year, with growth accelerating from Q1 FY2025's 11% rate.

AI Semiconductor Revenue: Over $4.4 billion in AI semiconductor revenue for Q2 FY2025, up 46% year over year and marking nine consecutive quarters of growth; AI networking represented 40% of AI revenue in Q2 FY2025 and grew over 70% year over year.

Non-AI Semiconductor Revenue: $4 billion for non-AI semiconductor revenue in Q2 FY2025, down 5% year over year; broadband, enterprise networking, and service storage were sequentially higher, but industrial and wireless declined.

Infrastructure Software Revenue: $6.6 billion infrastructure software revenue for Q2 FY2025, up 25% year over year and above the $6.5 billion outlook for Q2 FY2025, reflecting successful enterprise conversion from perpetual vSphere to the VCF subscription model.

Gross Margin: 79.4% of revenue for Q2 FY2025, exceeding prior guidance, with Semiconductor Solutions gross margin was approximately 69% (up 140 basis points year over year), and Infrastructure Software gross margin was 93% (up from 88% year over year).

Operating Income: Q2 FY2025 operating income was $9.8 billion, up 37% year over year, with a 65% operating margin for Q2 FY2025.

Operating Expenses: $2.1 billion consolidated operating expenses for Q2 FY2025, including $1.5 billion for R&D in Q2 FY2025, and Semiconductor Solutions operating expenses increased 12% year over year to $971 million on AI investment.

Free Cash Flow: $6.4 billion free cash flow for Q2 FY2025, Free cash flow represented 43% of revenue, impacted by increased interest on VMware acquisition debt and higher cash taxes.

Capital Return: $2.8 billion paid as cash dividends ($0.59 per share) in Q2 FY2025, and $4.2 billion spent on share repurchases (approximately 25 million shares).

Balance Sheet: Ended Q2 FY2025 with $9.5 billion cash and $69.4 billion gross principal debt; repaid $1.6 billion after quarter end, reducing gross principal debt to $67.8 billion subsequently.

Q3 Guidance — Consolidated Revenue: Forecasting $15.8 billion consolidated revenue for Q3 FY2025, up 21% year over year.

Q3 Guidance — AI Semiconductor Revenue: $5.1 billion expected AI semiconductor revenue for Q3 FY2025, representing 60% year-over-year growth and tenth consecutive quarter of growth.

Q3 Guidance — Segment Revenue: Semiconductor revenue forecast at approximately $9.1 billion (up 25% year on year) for Q3 FY2025; Infrastructure Software revenue expected at approximately $6.7 billion (up 16% year over year).

Q3 Guidance — Margins: Consolidated gross margin expected to decline by 130 basis points sequentially in Q3 FY2025, primarily due to a higher mix of XPUs in AI revenue.

Customer Adoption Milestone: Over 87% of the 10,000 largest customers have adopted VCF as of Q2 FY2025, with software ARR growth reported as double digits in core infrastructure.

Inventory: Inventory of $2 billion for Q2 FY2025, up 6% sequentially, and 69 days of inventory on hand

Days Sales Outstanding: 34 days in the second quarter, improved from 40 days a year ago.

Product Innovation: Announced Tomahawk 6 switch, delivering 102.4 terabits per second capacity and enabling scale for clusters exceeding 100,000 AI accelerators in two switching tiers.

AI Revenue Growth Outlook: Management stated, "we do anticipate now our fiscal 2025 growth rate of AI semiconductor revenue to sustain into fiscal 2026."

Non-GAAP Tax Rate: Q3 and full-year 2025 expected at 14%.

SUMMARY

Management highlighted that executives provided multi-year roadmap clarity for AI revenue, signaling the current high growth rates could continue into FY2026, based on strong customer visibility and demand for both training and inference workloads. New product cycles, including Tomahawk 6, are supported by what management described as "tremendous demand." The company affirmed a stable capital allocation approach, prioritizing dividends, debt repayment, and opportunistic share repurchase, while maintaining significant free cash flow generation.

Despite a sequential uptick in AI networking content, management expects networking's share of AI revenue to decrease to below 30% in FY2026 as custom accelerators ramp up.

Management noted, "Networking is hard. That doesn't mean XPU is any soft. It's very much along the trajectory we expect it to be." addressing questions on product mix dynamics within AI semiconductors.

On customer conversion for VMware, Hock Tan said, "We probably have at least another year plus, maybe a year and a half to go" in transitioning major accounts to the VCF subscription model.

AI semiconductor demand is increasingly driven by customer efforts to monetize platform investments through inference workloads, with current visibility supporting sustained elevated demand levels.

Kirsten Spears clarified, "XPU margins are slightly lower than the rest of the business other than Wireless." which informs guidance for near-term gross margin shifts.

Management stated that near-term growth forecasts do not include potential future contributions from new "prospects" beyond active customers; updates will be provided only when revenue conversion is certain.

Hock Tan provided no update on the 2027 AI revenue opportunity, emphasizing that forecasts rest solely on factors and customer activity currently visible to Broadcom Inc.

On regulatory risk, Hock Tan said, "Nobody can give anybody comfort in this environment," in response to questions about prospective impacts of changing export controls on AI product shipments.

INDUSTRY GLOSSARY

XPU: A custom accelerator chip, including but not limited to CPUs, GPUs, and AI-focused architectures, purpose-built for a specific hyperscale customer or application.

VCF: VMware Cloud Foundation, a software stack enabling private cloud deployment, including virtualization, storage, and networking for enterprise workloads.

Tomahawk Switch: Broadcom Inc.'s high-performance Ethernet switching product, with Tomahawk 6 as the latest generation capable of 102.4 terabits per second throughput for AI data center clusters.

Co-packaged Optics: Integration of optical interconnect technology within switch silicon to lower power consumption and increase bandwidth for data center networks, especially as cluster sizes scale.

ARR (Annual Recurring Revenue): The value of subscription-based revenues regularized on an annual basis, indicating the stability and runway of software-related sales.

Full Conference Call Transcript

Hock Tan: Thank you, Ji. And thank you, everyone, for joining us today. In our fiscal Q2 2025, total revenue was a record $15 billion, up 20% year on year. This 20% year on year growth was all organic, as Q2 last year was the first full quarter with VMware. Now revenue was driven by continued strength in AI semiconductors and the momentum we have achieved in VMware. Now reflecting excellent operating leverage, Q2 consolidated adjusted EBITDA was $10 billion, up 35% year on year. Now let me provide more color. Q2 semiconductor revenue was $8.4 billion, with growth accelerating to 17% year on year, up from 11% in Q1.

And of course, driving this growth was AI semiconductor revenue of over $4.4 billion, which was up 46% year on year and continues the trajectory of nine consecutive quarters of strong growth. Within this, custom AI accelerators grew double digits year on year, while AI networking grew over 70% year on year. AI networking, which is based on Ethernet, was robust and represented 40% of our AI revenue. As a standards-based open protocol, Ethernet enables one single fabric for both scale-out and scale-up and remains the preferred choice by our hyperscale customers. Our networking portfolio of Tomahawk switches, Jericho routers, and NICs is what's driving our success within AI clusters in hyperscale.

And the momentum continues with our breakthrough Tomahawk 6 switch just announced this week. This represents the next generation 102.4 terabits per second switch capacity. Tomahawk 6 enables clusters of more than 100,000 AI accelerators to be deployed in just two tiers instead of three. This flattening of the AI cluster is huge because it enables much better performance in training next-generation frontier models through a lower latency, higher bandwidth, and lower power. Turning to XPUs or customer accelerators, we continue to make excellent progress on the multiyear journey of enabling our three customers and four prospects to deploy custom AI accelerators.

As we had articulated over six months ago, we eventually expect at least three customers to each deploy 1 million AI accelerated clusters in 2027, largely for training their frontier models. And we forecast and continue to do so a significant percentage of these deployments to be custom XPUs. These partners are still unwavering in their plan to invest despite the uncertain economic environment. In fact, what we've seen recently is that they are doubling down on inference in order to monetize their platforms. And reflecting this, we may actually see an acceleration of XPU demand into the back half of 2026 to meet urgent demand for inference on top of the demand we have indicated from training.

And accordingly, we do anticipate now our fiscal 2025 growth rate of AI semiconductor revenue to sustain into fiscal 2026. Turning to our Q3 outlook, as we continue our current trajectory of growth, we forecast AI semiconductor revenue to be $5.1 billion, up 60% year on year, which would be the tenth consecutive quarter of growth. Now turning to non-AI semiconductors in Q2, revenue of $4 billion was down 5% year on year. Non-AI semiconductor revenue is close to the bottom and has been relatively slow to recover. But there are bright spots. In Q2, broadband, enterprise networking, and service storage revenues were up sequentially. However, industrial was down, and as expected, wireless was also down due to seasonality.

We expect enterprise networking and broadband in Q3 to continue to grow sequentially, but server storage, wireless, and industrial are expected to be largely flat. And overall, we forecast non-AI semiconductor revenue to stay around $4 billion. Now let me talk about our infrastructure software segment. Q2 infrastructure software revenue of $6.6 billion was up 25% year on year, above our outlook of $6.5 billion. As we have said before, this growth reflects our success in converting our enterprise customers from perpetual vSphere to the full VCF software stack subscription.

Customers are increasingly turning to VCF to create a modernized private cloud on-prem, which will enable them to repatriate workloads from public clouds while being able to run modern container-based applications and AI applications. Of our 10,000 largest customers, over 87% have now adopted VCF. The momentum from strong VCF sales over the past eighteen months since the acquisition of VMware has created annual recurring revenue, or otherwise known as ARR, growth of double digits in core infrastructure software. In Q3, we expect infrastructure software revenue to be approximately $6.7 billion, up 16% year on year. So in total, we are guiding Q3 consolidated revenue to be approximately $15.8 billion, up 21% year on year.

We expect Q3 adjusted EBITDA to be at least 66%. With that, let me turn the call over to Kirsten.

Kirsten Spears: Thank you, Hock. Let me now provide additional detail on our Q2 financial performance. Consolidated revenue was a record $15 billion for the quarter, up 20% from a year ago. Gross margin was 79.4% of revenue in the quarter, better than we originally guided on product mix. Consolidated operating expenses were $2.1 billion, of which $1.5 billion was related to R&D. Q2 operating income of $9.8 billion was up 37% from a year ago, with operating margin at 65% of revenue. Adjusted EBITDA was $10 billion or 67% of revenue, above our guidance of 66%. This figure excludes $142 million of depreciation. Now a review of the P&L for our two segments.

Starting with semiconductors, revenue for our Semiconductor Solutions segment was $8.4 billion, with growth accelerating to 17% year on year, driven by AI. Semiconductor revenue represented 56% of total revenue in the quarter. Gross margin for our Semiconductor Solutions segment was approximately 69%, up 140 basis points year on year, driven by product mix. Operating expenses increased 12% year on year to $971 million on increased investment in R&D for leading-edge AI semiconductors. Semiconductor operating margin of 57% was up 200 basis points year on year. Now moving on to Infrastructure Software. Revenue for Infrastructure Software of $6.6 billion was up 25% year on year and represented 44% of total revenue.

Gross margin for infrastructure software was 93% in the quarter, compared to 88% a year ago. Operating expenses were $1.1 billion in the quarter, resulting in Infrastructure Software operating margin of approximately 76%. This compares to an operating margin of 60% a year ago. This year-on-year improvement reflects our disciplined integration of VMware. Moving on to cash flow, free cash flow in the quarter was $6.4 billion and represented 43% of revenue. Free cash flow as a percentage of revenue continues to be impacted by increased interest expense from debt related to the VMware acquisition and increased cash taxes. We spent $144 million on capital expenditures.

Day sales outstanding were 34 days in the second quarter, compared to 40 days a year ago. We ended the second quarter with inventory of $2 billion, up 6% sequentially in anticipation of revenue growth in future quarters. Our days of inventory on hand were 69 days in Q2, as we continue to remain disciplined on how we manage inventory across the ecosystem. We ended the second quarter with $9.5 billion of cash and $69.4 billion of gross principal debt. Subsequent to quarter end, we repaid $1.6 billion of debt, resulting in gross principal debt of $67.8 billion. The weighted average coupon rate and years to maturity of our $59.8 billion in fixed-rate debt is 3.8% and seven years, respectively.

The weighted average interest rate and years to maturity of our $8 billion in floating-rate debt is 5.3% and 2.6 years, respectively. Turning to capital allocation, in Q2, we paid stockholders $2.8 billion of cash dividends based on a quarterly common stock cash dividend of $0.59 per share. In Q2, we repurchased $4.2 billion or approximately 25 million shares of common stock. In Q3, we expect the non-GAAP diluted share count to be 4.97 billion shares, excluding the potential impact of any share repurchases. Now moving on to guidance, our guidance for Q3 is for consolidated revenue of $15.8 billion, up 21% year on year. We forecast semiconductor revenue of approximately $9.1 billion, up 25% year on year.

Within this, we expect Q3 AI Semiconductor revenue of $5.1 billion, up 60% year on year. We expect infrastructure software revenue of approximately $6.7 billion, up 16% year on year. For modeling purposes, we expect Q3 consolidated gross margin to be down 130 basis points sequentially, primarily reflecting a higher mix of XPUs within AI revenue. As a reminder, consolidated gross margins through the year will be impacted by the revenue mix of infrastructure software and semiconductors. We expect Q3 adjusted EBITDA to be at least 66%. We expect the non-GAAP tax rate for Q3 and fiscal year 2025 to remain at 14%. And with this, that concludes my prepared remarks. Operator, please open up the call for questions.

Operator: Withdraw your question, please press 11 again. Due to time restraints, we ask that you please limit yourself to one question. Please stand by while we compile the Q&A roster. And our first question will come from the line of Ross Seymore with Deutsche Bank. Your line is open.

Ross Seymore: Hi, guys. Thanks for letting me ask a question. Hock, I wanted to jump onto the AI side, specifically some of the commentary you had about next year. Can you just give a little bit more color on the inference commentary you gave? And is it more the XPU side, the connectivity side, or both that's giving you the confidence to talk about the growth rate that you have this year being matched next fiscal year?

Hock Tan: Thank you, Ross. Good question. I think we're indicating that what we are seeing and what we have quite a bit of visibility increasingly is increased deployment of XPUs next year and much more than we originally thought. And hand in hand, we did, of course, more and more networking. So it's a combination of both.

Ross Seymore: In the inference side of things?

Hock Tan: Yeah. We're seeing much more inference now. Thank you.

Operator: Thank you. One moment for our next question. And that will come from the line of Harlan Sur with JPMorgan. Your line is open.

Harlan Sur: Good afternoon. Thanks for taking my question and great job on the quarterly execution. Hock, you know, good to see the positive growth in inflection quarter over quarter. Year over year growth rates in your AI business. As a team, as mentioned, right, the quarters can be a bit lumpy. So if I smooth out kind of first 360% year over year. It's kind of right in line with your three-year kind of SAM growth CAGR. Right? Your prepared remarks and knowing that your lead times remain at thirty-five weeks or better, do you see the Broadcom Inc. team sustaining the 60% year over year growth rate exiting this year?

And I assume that potentially implies that you see your AI business sustaining the 60% year over year growth rate into fiscal 2026 again based on your prepared commentary? Which again is in line with your SAM growth taker. Is that kind of a fair way to think about the trajectory this year and next year?

Hock Tan: Yeah. Harlan, that's a very insightful set of analysis here, and that's exactly what we're trying to do here because six over six months ago, we gave you guys a point a year 2027. As we come into the second now into the second half, of 2025, and with improved visibility and updates we are seeing in the way our hyperscale partners are deploying data centers, AI clusters, we are providing you more some level of guidance, visibility, what we are seeing how the trajectory of '26 might look like. I'm not giving you any update on '27. We just still establishing the update we have in '27, months ago.

But what we're doing now is giving you more visibility into where we're seeing '26 head.

Harlan Sur: But is the framework that you laid out for us, like, second half of last year, which implies 60% kind of growth CAGR in your SAM opportunity. Is that kind of the right way to think about it as it relates to the profile of growth in your business this year and next year?

Hock Tan: Yes.

Harlan Sur: Okay. Thank you, Hock.

Operator: Thank you. One moment for our next question. And that will come from the line of Ben Reitzis with Melius Research. Your line is open.

Ben Reitzis: Hey. How are doing? Thanks, guys. Hey, Hock. Networking AI networking was really strong in the quarter. And it seemed like it must have beat expectations. I was wondering if you could just talk about the networking in particular, what caused that and how much is that is your acceleration into next year? And when do you think you see Tomahawk kicking in as part of that acceleration? Thanks.

Hock Tan: Well, I think the network AI networking, as you probably would know, goes pretty hand in hand with deployment of AI accelerated clusters. It isn't. It doesn't deploy on a timetable that's very different from the way the accelerators get deployed, whether they are XPUs or GPUs. It does happen. And they deploy a lot in scale-out where Ethernet, of course, is the choice of protocol, but it's also increasingly moving into the space of what we all call scale-up within those data centers. Where you have much higher, more than we originally thought consumption or density of switches than you have in the scale-out scenario.

It's in fact, the increased density in scale-up is five to 10 times more than in scale-out. That's the part that kind of pleasantly surprised us. And which is why this past quarter Q2, the AI networking portion continues at about 40% from when we reported a quarter ago for Q1. And, at that time, I said, I expect it to drop.

Ben Reitzis: And your thoughts on Tomahawk driving acceleration for next year and when it kicks in?

Hock Tan: Oh, six. Oh, yeah. That's extremely strong interest now. We're not shipping big orders or any orders other than basic proof of concepts out to customers. But there is tremendous demand for this new 102 terabit per second Tomahawk switches.

Ben Reitzis: Thanks, Hock.

Operator: Thank you. One moment for our next question. And that will come from the line of Blayne Curtis with Jefferies. Your line is open.

Blayne Curtis: Hey. Thanks, and results. I just wanted to ask maybe following up on the scale-out opportunity. So today, I guess, your main customer is not really using an NVLink switch style scale-up. I'm just kinda curious your visibility or the timing in terms of when you might be shipping, you know, a switched Ethernet scale-up network to your customers?

Hock Tan: The talking scale-up? Scale-up.

Blayne Curtis: Scale-up.

Hock Tan: Yeah. Well, scale-up is very rapidly converting to Ethernet now. Very much so. It's I for our fairly narrow band of hyperscale customers, scale-up is very much Ethernet.

Operator: Thank you. One moment for our next question. And that will come from the line of Stacy Rasgon with Bernstein. Your line is open.

Stacy Rasgon: Hi, guys. Thanks for taking my questions. Hock, I still wanted to follow-up on that AI 2026 question. I wanna just put some numbers on it. Just to make sure I've got it right. So if you did 60% in the 360% year over year in Q4, puts you at, like, I don't know, $5.8 billion, something like $19 or $20 billion for the year. And then are you saying you're gonna grow 60% in 2026, which would put you $30 billion in AI revenues for 2026. I just wanna make is that the math that you're trying to communicate to us directly?

Hock Tan: I think you're doing the math. I'm giving you the trend. But I did answer that question. I think Harlan may have asked earlier. The rate we are seeing and now so far in fiscal 2025 and will presumably continue. We don't see any reason why it doesn't give an time. Visibility in '25. What we're seeing today based on what we have visibility on '26 is to be able to ramp up this AI revenue in the same trajectory. Yes.

Stacy Rasgon: So is the SAM going up as well? Because now you have inference on top of training. So is the SAM still 60 to 90, or is the SAM higher now as you see it?

Hock Tan: I'm not playing the SAM game here. I'm just giving a trajectory towards where we drew the line on 2027 before. So I have no response to it's the SAM going up or not. Stop talking about SAM now. Thanks.

Stacy Rasgon: Oh, okay. Thank you.

Operator: One moment for our next question. And that will come from the line of Vivek Arya with Bank of America. Your line is open.

Vivek Arya: Thanks for taking my question. I had a near and then a longer term on the XPU business. So, Hock, for near term, if your networking upsided in Q2, and overall AI was in line, it means XPU was perhaps not as strong. So I realize it's lumpy, but anything more to read into that, any product transition or anything else? So just a clarification there. And then longer term, you know, you have outlined a number of additional customers that you're working with. What milestones should we look forward to, and what milestones are you watching to give you the confidence that you can now start adding that addressable opportunity into your 2027 or 2028 or other numbers?

Like, how do we get the confidence that these projects are going to turn into revenue in some, you know, reasonable time frame from now? Thank you.

Hock Tan: Okay. On the first part that you are asking, it's you know, it's like you're trying to be you're trying to count how many angels on a head of a pin. I mean, whether it's XPU or networking, Networking is hard. That doesn't mean XPU is any soft. It's very much along the trajectory we expect it to be. And there's no lumpiness. There's no softening. It's pretty much what we expect. The trajectory to go so far. And into next quarter as well, and probably beyond. So we have a fair it's a fairly I guess, in our view, fairly clear visibility on the short-term trajectory. In terms of going on to 2027, no.

We are not updating any numbers here. We six months ago, we drew a sense for the size of the SAM based on, you know, million XPU clusters for three customers. And that's still very valid at that point. That you'll be there. But and we have not provided any further updates here. Nor are we intending to at this point. When we get a better visibility clearer, sense of where we are, and that probably won't happen until 2026. We'll be happy to give an update to the audience.

But right now, though, to in today's prepared remarks and answering a couple of questions, we are as we are doing as we have done here, we are intending to give you guys more visibility what we've seen the growth trajectory in 2026.

Operator: Thank you. One moment for our next question. And that will come from the line of CJ Muse with Evercore ISI. Your line is open.

CJ Muse: Yes. Good afternoon. Thank you for taking the question. I was hoping to follow-up on Ross' question regarding inference opportunity. You discuss workloads that are optimal that you're seeing for custom silicon? And that over time, what percentage of your XPU business could be inference versus training? Thank you.

Hock Tan: I think there's no differentiation between training and inference in using merchant accelerators versus customer accelerators. I think that all under the whole premise behind going towards custom accelerators continues. Which is not a matter of cost alone. It is that as custom accelerators get used and get developed on a road map with any particular hyperscaler, that's a learning curve. A learning curve on how they could optimize the way they'll go as the algorithms on their large language models get written and tied to silicon. And that ability to do so is a huge value added in creating algorithms that can drive their LLMs to higher and higher performance.

Much more than basically a segregation approach between hardware and the software. It says you literally combine end-to-end hardware and software as they take that. As they take that journey. And it's a journey. They don't learn that in one year. Do it a few cycles, get better and better at it. And then lies the value, the fundamental value in creating your own hardware versus using silicon. A third-party merchant that you are able to optimize your software to the hardware and eventually achieve way higher performance than you otherwise could. And we see that happening.

Operator: Thank you. One moment for our next question. And that will come from the line of Karl Ackerman with BNP Paribas. Your line is open.

Karl Ackerman: Yes. Thank you. Hock, you spoke about the much higher content opportunity in scale-up networking. I was hoping you could discuss how important is demand adoption for co-package optics in achieving this five to 10x higher content for scale-up networks. Or should we anticipate much of the scale-up opportunity will be driven by Tomahawk and Thor and NICs? Thank you.

Hock Tan: I'm trying to decipher this question of yours, so let me try to answer it perhaps in a way I think you want me to clarify. First and foremost, I think most of what's scaling up there are a lot of the scaling up that's going in, as I call it, which means a lot of XPU or GPU to GPU interconnects. It's done on copper. Copper interconnects. And because, you know, there's the size of the size of this in of this scale-up cluster still not that huge yet, that you can get away with. Copper to using copper interconnects. And they're still doing it. Mostly, they're doing it today.

At some point soon, I believe, when you start trying to go beyond maybe 72, GPU to GPU, interconnects, you may have to push towards a different protocol by protocol mode at a different meeting. From copper to optical. And when we do that, yeah, perhaps then things like exotic stuff like co-packaging might be a fault of silicon with optical might become relevant. But truly, what we really are talking about is that at some stage, as the clusters get larger, which means scale-up becomes much bigger, you need to interconnect GPU or XPU to each other in scale-up many more.

Than just 72 or 100 maybe even 28, you start going more and more, you want to use optical interconnects simply because of distance. And that's when optical will start replacing copper. And when that happens, the question is what's the best way to deliver on optical. And one way is co-packaged optics. But it's not the only way. You can just simply use continue use, perhaps pluggable. At low-cost optics. In which case then you can interconnect the bandwidth, the radix of a switch and our switch is down 512 connections. You can now connect all these XPUs GPUs, 512 for scale-up phenomenon. And that was huge. But that's when you go to optical.

That's going to happen within my view a year or two. And we'll be right in the forefront of it. And it may be co-packaged optics, which we are very much in development, it's a lock-in. Co-package, or it could just be as a first step pluggable object. Whatever it is, I think the bigger question is, when does it go from optical and from copper connecting GPU to GPU to optical. Connecting it. And the stamp in that move will be huge. And it's not necessary for package updates, though that definitely one path we are pursuing.

Karl Ackerman: Very clear. Thank you.

Operator: And one moment for our next question. And that will come from the line of Joshua Buchalter with TD Cowen. Your line is open.

Joshua Buchalter: Hey, guys. Thank you for taking my question. Realized the nitpicky, but I wanted to ask about gross margins in the guide. So your revenue implies sort of $800 million and $100 million incremental increase with gross profit up, I think, $400 million to $450 million, which is kind of pretty well below corporate average fall through. Appreciate that semis are dilutive, and custom is probably dilutive within semis, but anything else going on with margins that we should be aware of? And how should we think about the margin profile of longer term as that business continues to scale and diversify? Thank you.

Kirsten Spears: Yes. We've historically said that the XPU margins are slightly lower than the rest of the business other than Wireless. So there's really nothing else going on other than that. It's just exactly what I said. That the majority of it quarter over quarter. Is the 30 basis point decline is being driven by more XPUs.

Hock Tan: You know, there are more moving parts here. Than your simple analysis pros here. And I think your simple analysis is totally wrong in that regard.

Joshua Buchalter: And thank you.

Operator: And one moment for our next question. And that will come from the line of Timothy Arcuri with UBS. Your line is open.

Timothy Arcuri: Thanks a lot. I also wanted to ask about Scale-Up, Hock. So there's a lot of competing ecosystems. There's UA Link, which, of course, you left. And now there's the big, you know, GPU company, you know, opening up NVLink. And they're both trying to build ecosystems. And there's an argument that you're an ecosystem of one. What would you say to that debate? Does opening up NVLink change the landscape? And sort of how do you view your AI networking growth next year? Do you think it's gonna be primarily driven by scale-up or would still be pretty scale-out heavy? Thanks.

Hock Tan: It's you know, people do like to create platforms. And new protocols and systems. The fact of the matter is scale-up. It can just be done easily, and it's currently available. It's open standards open source, Ethernet. Just as well just as well, don't need to create new systems for the sake of doing something that you could easily be doing in networking in Ethernet. And so, yeah, I hear a lot of this interesting new protocols standards that are trying to be created. And most of them, by the way, are proprietary. Much as they like to call it otherwise. One is really open source, and open standards is Ethernet.

And we believe Ethernet won't prevail as it does before for the last twenty years in traditional networking. There's no reason to create a new standard for something that could be easily done in transferring bits and bytes of data.

Timothy Arcuri: Got it, Alex. Thank you.

Operator: And one moment for our next question. And that will come from the line of Christopher Rolland with Susquehanna. Your line is open.

Christopher Rolland: Thanks for the question. Yeah. My question is for you, Hock. It's a kind of a bigger one here. And this kind of acceleration that we're seeing in AI demand, do you think that this acceleration is because of a marked improvement in ASICs or XPUs closing the gap on the software side at your customers? Do you think it's these require tokenomics around inference, test time compute driving that, for example? What do you think is actually driving the upside here? And do you think it leads to a market share shift faster than we were expecting towards XPU from GPU? Thanks.

Hock Tan: Yeah. Interesting question. But no. None of the foregoing that you outlined. So it's simple. The way inference has come out, very, very hot lately is remember, we're only selling to a few customers, hyperscalers with platforms and LLMs. That's it. They are not that many. And you we told you how many we have. And haven't increased any. But what is happening is this all on this hyperscalers and those with LLMs need to justify all the spending they're doing. Doing training makes your frontier model smarter. That's no question. Almost like science. Research and science. Make your frontier models by creating very clever algorithm that deep, consumes a lot of compute for training smarter. Training makes us smarter.

Want to monetize inference. And that's what's driving it. Monetize, I indicated in my prepared remarks. The drive to justify a return on investment and a lot of the investment is training. And then return on investment is by creating use cases a lot AI use cases AI consumption, out there, through availability of a lot of inference. And that's what we are now starting to see among a small group of customers.

Christopher Rolland: Excellent. Thank you.

Operator: And one moment for our next question. And that will come from the line of Vijay Rakesh with Mizuho. Your line is open.

Vijay Rakesh: Yeah. Thanks. Hey, Hock. Just going back on the AI server revenue side. I know you said fiscal 2025 kind of tracking to that up 60% ish growth. If you look at fiscal 2026, you have many new customers ramping a meta and probably, you know, you have the four of the six. Hyper skills that you're talking to past. Would you expect that growth to activate into fiscal 2026? If all that, you know, kind of the 60% you had talked about.

Hock Tan: You know, my prepared remarks, which I clarify, that the grade of growth we are seeing in 2025 will sustain into 2026. Based on improved visibility and the fact that we're seeing inference coming in on top of the demand for training as the clusters get built up again because it still stands. I don't think we are getting very far by trying to pass through my words or data here. It's just a and we see that going from 2025 into 2026 as the best forecast we have at this point.

Vijay Rakesh: Got it. And on the NVLink the NVLink fusion versus the scale-up, do you expect that market to go the route of top of the rack where you've seen some move to the Internet side in kind of scale-out? Do you expect scale-up to kind of go the same route? Thanks.

Hock Tan: Well, Broadcom Inc. does not participate in NVLink. So I'm really not qualified to answer that question, I think.

Vijay Rakesh: Got it. Thank you.

Operator: Thank you. One moment for our next question. And that will come from the line of Aaron Rakers with Wells Fargo. Your line is open.

Aaron Rakers: Yes. Thanks for taking the question. Think all my questions on scale-up have been asked. But I guess Hock, given the execution that you guys have been able to do with the VMware integration, looking at the balance sheet, looking at the debt structure. I'm curious if, you know, if you could give us your thoughts on how the company thinks about capital return versus the thoughts on M&A and the strategy going forward? Thank you.

Hock Tan: Okay. That's an interesting question. And I agree. Not too untimely, I would say. Because, yeah, we have done a lot of the integration of VMware now. And you can see that in the level of free cash flow we're generating from operations. And as we said, the use of capital has always been, we're very I guess, measured and upfront with a return through dividends which is half our free cash flow of the preceding year. And frankly, as Kirsten has mentioned, three months ago and six months ago too in the last two earnings call, the first choice typically of the other free a part of the free cash flow is to bring down our debt.

To a more to a level that we feel closer to no more than two. Ratio of debt to EBITDA. And that doesn't mean that opportunistically, we may go out there and buy back our shares. As we did last quarter. And indicated by Kirsten we did $4.2 billion of stock buyback. Now part of it is used to basically when RS employee, RSUs vest basically use we basically buy back part of the shares in used to be paying taxes on the invested RSU.

But the other part of it, I do a I do a main we use it opportunistically last quarter when we see an opportune situation when basically, we think that it's a good time to buy some shares back. We do. But having said all that, our use of cash outside the dividends would be, at this stage, used towards reducing our debt. And I know you're gonna ask, what about M&A? Well, kind of M&A we will do will, in our view, would be significant, would be substantial enough that we need debt. In any case.

And it's a good and it's a good use of our free cash flow to bring down debt to, in a way, expand, if not preserve our borrowing capacity if we have to do another M&A deal.

Operator: Thank you. One moment for our next question. And that will come from the line of Srini Pajjuri with Raymond James. Your line is open.

Srini Pajjuri: Thank you. Hock, couple of clarifications. First, on your 2026 expectation, are you assuming any meaningful contribution from the four prospects that you talked about?

Hock Tan: No comment. We don't talk on prospects. We only talk on customers.

Srini Pajjuri: Okay. Fair enough. And then my other clarification is that I think you talked about networking being about 40% of the mix within AI. Is it the right kind of mix that you expect going forward? Or is that going to materially change as we, I guess, see XPUs ramping, you know, going forward.

Hock Tan: No. I've always said, and I expect that to be the case in going forward in 2026 as we grow. That networking should be a ratio to XPU should be closer in the range of less than 30%. Not the 40%.

Operator: Thank you. One moment for our next question. And that will come from the line of Joseph Moore with Morgan Stanley. Your line is open.

Joseph Moore: Great. Thank you. You've said you're not gonna be impacted by export controls on AI. I know there's been a number of changes since in the industry since the last time you made the call. Is that still the case? And just know, can you give people comfort that you're there's no impact from that down the road?

Hock Tan: Nobody can give anybody comfort in this environment, Joe. You know that. Rules are changing quite dramatically as trade bilateral trade agreements continue to be negotiated in a very, very dynamic environment. So I'll be honest, I don't I don't know. I know as little as probably you probably know more than I do maybe. In which case then I know very little about this whole thing about whether there's any export control, how the export control will take place we're guessing. So I rather not answer that because no, I know. Whether it will be.

Operator: Thank you. And we do have time for one final question. And that will come from the line of William Stein with Truist Securities. Your line is open.

William Stein: Great. Thank you for squeezing me in. I wanted to ask about VMware. Can you comment as to how far along you are in the process of converting customers to the subscription model? Is that close to complete? Or is there still a number of quarters that we should expect that conversion continues?

Hock Tan: That's a good question. And so let me start off by saying, a good way to measure it is you know, most of our VMware contracts are about three on it. Typically, three years. And that was what VMware did before we acquired them. And that's pretty much what we continue to do. Three is very traditional. So based on that, the renewals, like, two-thirds of the way, almost to the halfway more than halfway through the renewals. We probably have at least another year plus, maybe a year and a half to go.

Ji Yoo: Thank you. And with that, I'd like to turn the call over to Ji Yoo for closing remarks. Thank you, operator. Broadcom Inc. currently plans to report earnings for the third quarter of fiscal year 2025 after the close of market on Thursday, September 4, 2025. A public webcast of Broadcom Inc.'s earnings conference call will follow at 2 PM Pacific. That will conclude our earnings call today. Thank you all for joining. Operator, you may end the call.

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lululemon (LULU) Q1 2025 Earnings Call Transcript

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Image source: The Motley Fool.

DATE

Thursday, June 5, 2025 at 4:30 p.m. ET

CALL PARTICIPANTS

Chief Executive Officer — Calvin McDonald

Chief Financial Officer — Meghan Frank

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RISKS

Chief Financial Officer Frank stated, "We did lower our op margin for the full year from 100 basis points decline year over year to 160. That's all driven by the net impact of tariffs."

Frank said, "We expect gross margin in Q2 to decline approximately 200 basis points compared to Q2 2024," citing increased occupancy, depreciation, tariffs, higher markdowns, and foreign exchange.

Frank said, "SG&A was above our guidance of 120 basis points of deleverage due predominantly to the negative impact from an FX revaluation loss."

Frank noted, "given consumer confidence and macroeconomic as we move into the second half of the year, we feel it's prudent to tick up our forecast slightly on the markdown line."

TAKEAWAYS

Revenue: lululemon athletica inc. (NASDAQ:LULU) reported $2.4 billion, up 7%, or 8% in constant currency.

Comparable Sales: Increased 1%; Americas comparable sales declined 1%, China Mainland increased 8%, Rest of World increased 7%.

Americas Revenue: Rose 3%, or 4% in constant currency; Canada up 4% (9% in constant currency), U.S. up 2%.

China Mainland Revenue: Grew 21%, or 22% in constant currency; management attributed a four-point impact to the Chinese New Year calendar shift.

Rest of World Revenue: Increased 16%, or 17% in constant currency.

Store Network: 770 global stores at quarter-end; three net new stores opened, square footage up 14% year over year.

Digital Revenue: $961 million, representing 41% of total revenue.

Category Growth: Men's revenue up 8%, women's up 7%, accessories and other up 8%.

Gross Margin: Increased 60 basis points to 58.3% (GAAP), driven by lower product cost, improved damages, improved markdowns, and leverage on fixed costs; 130 basis points improvement in product margin offset by 50 basis points deleverage on fixed costs and 20 basis points of FX pressure.

SG&A Expenses: $943 million, or 39.8% of revenue; deleveraged 120 basis points year over year (GAAP), above guidance due to FX revaluation loss.

Operating Income: $439 million, 18.5% of net revenue; operating margin declined from 19% in the prior year period.

Diluted EPS: $2.60 per diluted share, up from $2.54 in the prior year; full-year diluted EPS (GAAP) guidance is $14.58 to $14.78, compared to $14.64 in the prior year.

Inventory: Dollar value up 23%, units up 16%; increases attributed to higher average unit cost due to tariffs and FX.

Share Repurchases: 1,360,000 shares repurchased for $430 million at an average price of $316; $1.1 billion remaining in share repurchase authorization.

Balance Sheet: $1.3 billion in cash, no debt.

Full-Year Revenue Guidance: $11.15 billion to $11.3 billion, implying 5%-7% growth, or 7%-8% excluding the prior year’s fifty-third week.

Store Growth Guidance: 40-45 net new company-operated stores expected for the year; majority of new stores international, mainly China.

Gross Margin Guidance: Full-year gross margin (GAAP) expected to decrease 110 basis points due to tariffs and slightly higher markdowns; Q2 gross margin expected to decline 200 basis points from the prior year period.

SG&A Guidance: Full-year SG&A deleverage of 50 basis points expected; Q2 deleverage of 170-190 basis points from the prior year period.

Operating Margin Guidance: Operating margin (GAAP) expected to fall by 160 basis points year over year.

Capital Expenditures: $152 million in the quarter; full-year guidance of $740 million-$760 million, targeting growth, distribution centers, store expansion, and technology.

Tariff Mitigation: Management is planning "modest" price increases on select items, supply chain efficiency actions, and targeted sourcing shifts, with mitigation expected mainly in the second half of the year.

Brand Awareness: Unaided U.S. brand awareness rose from the mid-30% range in the prior quarter to 40% in the current quarter.

Product Innovation: New products such as Align No Line, Daydrift, Glow Up, and Be Calm received positive responses, with key launches selling out and full distribution planned for the back half.

SUMMARY

Management maintained full-year revenue guidance and highlighted international momentum, with China Mainland revenue up 22% in constant currency despite a calendar shift. Operating and gross margin guidance were revised downward, as management cited tariff impacts and plans for only modest, targeted price increases on a limited portion of the assortment. Digital revenue contributed 41% of the mix, and product innovation was a focus, with several new launches receiving rapid sell-through and positive guest feedback.

Chief Executive Officer McDonald said, "we gained market share across both men's and women's in the premium athletic wear market in the United States."

Management confirmed strategic investments remain on track across distribution, new markets, and technology, supported by $1.3 billion in cash and no debt.

Tariff mitigation actions—including pricing and sourcing—are expected to have greater impact in the second half of the year, with gross margin pressure front-loaded into Q2.

Inventory growth in dollars outpaced units, with management attributing the differential to tariffs and FX, but asserting inventory quality and composition remain healthy.

Brand activations and campaigns, such as Summer of Align, contributed to the sequential rise in unaided U.S. awareness, reflecting ongoing investment in grassroots and omni-channel engagement.

INDUSTRY GLOSSARY

Optimization: Reconfiguration or relocation of existing store sites to improve productivity, size, or guest experience.

Co-located Strategy: Approach of expanding or opening larger-format stores within high-traffic locations to offer a fuller assortment across categories.

Daydrift/Align No Line/Glow Up/Be Calm: Proprietary product franchises or new lines referenced by name, representing recent innovations in lululemon athletica inc.’s assortment.

Fifty-third Week: An additional fiscal week in the prior reporting year, impacting year-over-year comparisons.

Full Conference Call Transcript

Calvin McDonald, CEO, and Meghan Frank, CFO. Before we get started, I'd like to take this opportunity to remind you that our remarks today will include forward-looking statements reflecting management's current forecast of certain aspects of Lululemon's future. These statements are based on current information, which we have assessed but which by its nature is dynamic and subject to rapid and even abrupt changes. Actual results may differ materially from those contained in or implied by these forward-looking statements due to risks and uncertainties associated with our business, including those we have disclosed in our most recent filings with the SEC, including our annual report on Form 10-Ks and our quarterly reports on Form 10-Q.

Any forward-looking statements that we make on this call are based on assumptions as of today. We expressly disclaim any obligation or undertaking to update or revise any of these statements as a result of new information or future events. During this call, we will present both GAAP and non-GAAP financial measures. A reconciliation of GAAP to non-GAAP measures is included in our quarterly report on Form 10-Q and in today's earnings press release. In addition, the comparable sales metrics given on today's call are on a constant dollar basis. The press release and accompanying quarterly report on Form 10-Q are available under the Investors section of our website at www.lululemon.com.

Before we begin the call, I'd like to remind our investors to visit our Investor site where you'll find a summary of our key financial and operating statistics for the first quarter as well as our quarterly infographic. Today's call is scheduled for one hour, so please limit yourself to one question at a time to give others the opportunity to have their questions addressed. And now, I would like to turn the call over to Calvin.

Calvin McDonald: Thank you, Howard. It's good to be here with you today to discuss our first quarter results. As you've seen from our press release, our revenue growth for the quarter came in at the high end of our guidance range. I'm pleased with this performance, which was relatively consistent with quarter four. I'd also note that our revenue in the United States grew 2%, which is an improvement in the trend we've seen over the last several quarters. Based on our quarter one revenue performance and what we're seeing thus far in quarter two, we are maintaining our revenue guidance for the full year.

As we look ahead, we will continue to leverage our financial strength and our position in the marketplace to play offense, remain agile, and successfully manage the environment around us. I'll begin by sharing the details of our quarter one performance, including high-level financial metrics and key highlights regarding our regional performance, product innovation, and our brand campaigns and activations. Next, I'll provide insights into the planning and strategies we're deploying related to the increase in tariffs. Meghan will speak to the specific financial implications, and I'll share some insights into the opportunities we have across the business. I'll then share my thoughts on quarter two and the remainder of the year.

Meghan will review our financials and our updated guidance, and we will conclude by taking your questions. Let's get started. In quarter one, total revenue increased 7% or 8% on a constant currency basis. Gross margin increased 60 basis points to 58.3%, and earnings per share were $2.60, ahead of our expectations. In addition, in quarter one, we continued repurchasing shares and bought back another $430 million of stock. Our ongoing repurchases demonstrate the strength of our balance sheet and our continued confidence in the long-term prospects for Lululemon.

Looking at our regional performance, we continue to see strength across markets driven by our high-performance, high-style merchandise and the compelling ways we engage with our guests through brand activations and community events. In North America, momentum continued in Canada, where sales grew 9% in constant currency, and in the United States, revenue growth improved to 2%. We're making progress on our assortment, and we've seen good response to many of our new innovations. But my sense is that in the U.S., consumers remain cautious right now, and they are being very intentional about their buying decisions. Even with this, we gained market share across both men's and women's in the premium athletic wear market in the United States.

In China Mainland, revenue increased 22% in constant currency. As you are aware, Chinese New Year shifted from quarter one of this year to Q4 of last year. While we estimate that this calendar shift had a negative impact of about four percentage points on Q1 revenue growth, we remain pleased with the underlying momentum in this very important growth market. And in the rest of the world, revenue increased 17% in constant currency as we continue to see a strong acceptance of our brand by guests across the APAC and EMEA regions. We are executing against our strategy to maximize our existing markets, expand in newer markets, while also seeding others for future growth.

I'm excited by the recent store openings in two of our franchise markets, Denmark and Turkey, which are off to a strong start, and we remain on track to enter Italy as a new company-operated market and Belgium and the Czech Republic under a franchise model later this year. When looking at the full year, our view on revenue is unchanged, and we continue to expect 7% to 8% growth. By region, we continue to anticipate revenue in North America to increase in the low to mid-single-digit range, China Mainland to grow in the 25% to 30% range, and revenue in the Rest of World segment to increase about 20%.

Key to our success within all our markets is our product, which offers unique and innovative solutions for guests across both athletic and lifestyle product categories. Throughout quarter one, guests responded well to the newness we introduced into our assortment. For women, our defined franchise continues to perform well across our markets globally, and we are pleased with the response to our recent launches, including Daydrift, Shake It Out, and Be Calm. For men, we're seeing strength in several of our key franchises, including Zeroed In, Smooth Spacer, and Show Zero.

In May, to celebrate the ten-year anniversary of our Align franchise, we launched Align No Line, which offers the same fit and feel as the iconic legging but without a front seam. We're pleased with the guest response both online and in the 80 doors where it was offered. We plan to build on this momentum for the fall when we roll it to all stores. I'm excited with the innovations we've rolled out this year and will continue to bring to market going forward. We have significant opportunity to expand all five of our key activities: yoga, run, train, golf, and tennis, and become the top-of-mind destination for guests who enjoy these activities.

Recent examples include our new Fast and Free running short for men, and for women, we launched additional styles which leveraged the research and development our teams conducted last year for our further ultra-marathon event. Switching now to our brand activations. Our teams continue to develop unique and compelling brand campaigns and community events that engage our guests, increase brand awareness, and support our product launches. Let me highlight a recent example. To support the launch and to celebrate Align's anniversary, we created our Summer of Align campaign. This fully integrated campaign included traditional and social media, exclusive experiences and events, and featured several influencers and ambassadors.

We hosted events around the world, including our Lululemon roller rink activation at the Bottle Rock Festival in Napa Valley and our largest-ever yoga experience in China, attended by 5,000 people in Beijing. This campaign and the other events we activated in quarter one is a great example of how we remain focused on our grassroots approach to guest engagement while at the same time leveraging traditional media assets and our roster of ambassadors to support product launches and build our brand. In fact, our unaided brand awareness in the United States grew from the mid-30s in quarter four to 40% in quarter one. I would now like to talk for a moment about the current environment related to tariffs.

Meghan will speak to our assumptions and the implications of potential higher rates during her guidance discussion. But I first want to spend a few minutes sharing our approach. The current tariff paradigm has brought uncertainty into the retail environment. As consumers try to assess the impact they will have on daily life, as businesses evaluate these impacts as well, I believe we are better positioned than most to navigate the near term while also maintaining our focus on investing in our growth potential over the long term. We are operating from a position of strength. Our brand remains strong, our guest engagement is high, we offer a compelling value proposition, and we are a highly profitable business.

Let me share a few details. We have an industry-leading operating margin. This allows us to continue investing across our strategic roadmap to enable long-term growth while managing any increased costs associated with tariffs. Our balance sheet is strong with $1.3 billion in cash and no debt, which provides us significant financial flexibility. We are making progress with our newness, have a robust pipeline of innovation, and our guests are responding well to many of the new solutions we are bringing into our assortment. And our premium positioning in the performance athletic apparel category yields different elasticity for our products relative to fashion-oriented brands.

We believe our guests will continue to live an active and healthy lifestyle and turn to us for the technical apparel we are known for. Shifting now to how we have been navigating this situation. Over the past few months, our teams have been looking across the enterprise for how we can offset increased tariff rates. Our work streams include prudently managing expenses, identifying efficiencies within our supply chain, and evaluating our position in the marketplace related to pricing. During COVID, we developed a strong muscle across our teams to be agile, pull levers across the business within a rapidly changing external environment, and simultaneously plan for multiple scenarios.

We are applying the same approach now as we maintain a disciplined focus on expenses, look across our supply chain, leverage our dual sourcing capabilities, engage in costing discussions with our vendors, and review pricing scenarios to ensure we sit where we want in the market, are pricing appropriately for the innovation in our assortment, and maximize any opportunity to gain market share. We have always been and will continue to be very intentional with our pricing decisions. These actions will be targeted and will reflect the work we've done on style elasticity. We remain nimble in our approach and feel we are well positioned during this period with many levers to pull.

Before handing it over to Meghan to discuss our financials, I wanted to share my perspective on quarter two and the remainder of the year. It's been approximately a year since we've made the changes in our product organization, and I'm pleased with our evolved structure, the way the teams are working together, and the efficiencies we're seeing across our processes. We still have work to do to create new products that have the potential to grow into core franchises and further optimize our merchandise mix. However, we are moving in the right direction.

And looking at the remainder of 2025, our teams are focused on strengthening our product pipeline and bringing more innovation into our core assortment while also introducing new styles with the potential to become key franchises and core items in the future, expanding deeper and bringing new technical solutions into our five key activities while further developing our lifestyle assortment, engaging more deeply with our guests through community activations, brand campaigns, and leveraging our membership program, and expanding our highly productive square footage profile through new store openings and optimizations.

As I hand it over to Meghan, I want to also say that while we recognize that quarter two has some pressures related to our planned business investments and additional expenses related to tariffs, we feel good about the full year and our ability to maintain our revenue guidance for 2025. There is considerable opportunity ahead for Lululemon, and we're intent on successfully navigating the near term while we plan for and invest in the long term. With that, I'll now hand it over to Meghan.

Meghan Frank: Thanks, Calvin. I'm happy we delivered Q1 results that exceeded our expectations. Guests are responding well to our product newness and innovations. As a result, we are maintaining our revenue guidance for the full year. Given the uncertainties in the macro environment, our approach to planning remains balanced on managing the dynamics of the current year while also maintaining our focus on the long term. We are managing expenses prudently while also continuing to invest to drive long-term growth and set ourselves up for future success. This includes new store openings and optimizations, new market entries, growing brand awareness, and ensuring we have adequate capacity across our supply chain. I'll share our detailed guidance with you in a moment.

But let's first take a look at our Q1 results in detail. For Q1, total net revenue rose 7% or 8% in constant currency to $2.4 billion. Comparable sales increased 1%. Within our regions, results were as follows: Americas revenue increased 3% or 4% in constant currency with comparable sales down 1%. By country, revenue increased 4% or 9% in constant currency in Canada and increased 2% in the U.S. China Mainland revenue increased 21% or 22% in constant currency with comparable sales increasing 8%, and in the rest of the world, revenue grew by 16% or 17% in constant currency with comparable sales increasing by 7%.

In our store channel, total sales increased 8%, and we ended the quarter with 770 stores globally. Square footage increased 14% versus last year, driven by the addition of 59 net new Lululemon stores since Q1 2024. During the quarter, we opened three net new stores and completed four optimizations. In our digital channel, revenue increased percent and contributed $961 million of top or 41% of total revenue. And by category, men's revenue increased 8% versus last year, while women's increased 7%, and accessories and other grew 8%. Gross profit for the first quarter was $1.4 billion or 58.3% of net revenue compared to a gross margin of 57.7% in Q1 2024.

The gross profit rate in Q1 was ahead of our guidance and increased 60 basis points driven primarily by the following: a 130 basis point increase in product margin driven predominantly by lower product cost, improved damages, and improved markdowns offset somewhat by higher airfreight. A 20 basis points negative impact from foreign exchange and 50 basis points of net deleverage on fixed costs. Relative to our guidance, which was for gross margin approximately flat with last year, the upside was driven predominantly by lower product costs, leverage on fixed costs, and slightly better markdowns. Moving to SG&A. Our approach continues to be grounded in prudently managing our expenses while also continuing to strategically invest in our long-term growth opportunities.

SG&A expenses were $943 million or 39.8% of net revenue compared to 38.1% of net revenue for the same period last year. SG&A was above our guidance of 120 basis points of deleverage due predominantly to the negative impact from an FX revaluation loss. Operating income for the quarter was $439 million or 18.5% of net revenue compared to an operating margin of 19% in Q1 2024. Tax expense for the quarter was $136 million or 30.2% of pre-tax earnings, compared to an effective tax rate of 29.5% a year ago. Net income for the quarter was $315 million or $2.60 per diluted share compared to EPS of $2.54 for the first quarter of 2024.

Capital expenditures were $152 million for the quarter compared to $131 million for the first quarter last year. Q1 spend relates primarily to investments that support business growth, including our multi-year distribution center project, store capital for new locations, relocations and renovations, and technology investments. Turning to our balance sheet highlights, we ended the quarter with approximately $1.3 billion in cash and cash equivalents. Dollar inventory, which was impacted by higher AUC related to tariffs and foreign exchange, increased 23%. When looking at units, increased 16%. We repurchased 1,360,000 shares in Q1 at an average price of $316.

Share repurchases remain our preferred method to return cash to shareholders, and we currently have approximately $1.1 billion remaining on a repurchase program. Let me now share our updated guidance outlook for the full year 2025. We continue to expect revenue in the range of $11.15 to $11.3 billion. This range represents growth of 5% to 7% relative to 2024. Excluding the fifty-third week that we had in the fourth quarter of last year, we expect revenue to grow 7% to 8%. We continue to expect 40 to 45 net new company-operated stores in 2025 and to complete approximately 40 optimizations. We expect overall square footage growth in the low double digits.

Our new store openings in 2025 will include approximately 10 to 15 stores in The Americas, with the rest of our openings planned in our international markets, the majority of which will be in China. For the full year, we now expect gross to decrease approximately 110 basis points versus 2024. Relative to our prior guidance for a 60 basis point decrease, we expect the additional 50 basis points of deleverage to be driven predominantly by increased tariffs offset somewhat by our enterprise-wide efforts to mitigate these costs and slightly higher markdowns. When looking specifically at tariffs, the assumptions we've made regarding rates include 30% incremental tariffs on China, and an incremental 10% on the remaining countries where we source.

From a mitigation standpoint, as Calvin said, we've looked across the enterprise and have identified several levers which will help offset much of the impact of these higher rates. Based on our implementation strategies, we expect our mitigation efforts to be most impactful in the second half of the year. Turning to SG&A for the full year. We expect deleverage of approximately 50 basis points versus 2024. Relatively in line with our prior guidance. Driven by FX headwinds and ongoing investments into our Power of Three times Two roadmap, including investments in marketing and brand building aimed at increasing our awareness and acquiring new guests, investments to support our international growth and market expansion, and continued investment in technology.

When looking at operating margin for the full year 2025, we now expect a decrease of approximately 160 basis points versus 2024. For the full year 2025, we continue to expect our effective tax rate to be approximately 30%. For the fiscal year 2025, we now expect diluted earnings per share in the range of $14.58 to $14.78 versus EPS of $14.64 in 2024. Our EPS guidance excludes the impact of any future share repurchases but does include the impact of our repurchases year to date. We expect capital expenditures to be approximately $740 million to $760 million in 2025.

The spend relates to investments to support business growth, including a continuation of our multi-year distribution center project, store capital for new locations, relocations and renovations, and technology investments. Shifting now to Q2. We expect revenue in the range of $2.535 billion to $2.56 billion, representing growth of 7% to 8%. We expect to open 14 net new company-operated stores in Q2 and complete nine optimizations. We expect gross margin in Q2 to decline approximately 200 basis points relative to Q2 2024. Driven predominantly by increased occupancy and depreciation, higher tariff rates, modestly higher markdowns, and foreign exchange. In Q2, we expect our SG&A rate to deleverage by 170 to 190 basis points relative to Q2 2024.

This will be driven predominantly by increased foundational investments and related depreciation, and strategic investments, including those to build brand awareness. In addition, as I mentioned last quarter, we were layering back on certain expenses, including store labor hours, which are having a more pronounced impact on Q2 relative to the remainder of the year. When looking at operating margin for Q2, we expect a year-over-year decrease of approximately 380 basis points. I wanted to add some additional context on our operating margin guidance. In Q2 last year, margin improved by 110 basis points, which was our strongest performance of the year.

This year, as I mentioned, we are also being impacted by external factors, namely tariffs, where our mitigation efforts are more pronounced in the back half, and foreign exchange. In addition, we are continuing to invest in our strategic roadmap to set ourselves up for ongoing success. While these items are having an outsized impact on Q2, when looking at the full year, the decrease in operating margin is significantly less. Turning to EPS, we expect earnings per share in the second quarter to be in the range of $2.85 to $2.90 versus EPS of $3.01 a year ago. We expect our effective tax rate in Q2 to be approximately 30%.

When looking at inventory, we expect units to increase in the low double digits in Q2, with dollar inventories up in the low 20s, due in large part to the impact of higher tariff rates and foreign exchange. We expect a similar dynamic in inventory growth for the remainder of the year. In Q2, the low double-digit unit growth reflects our investments in newness and innovation. In addition, we are comping a 6% decline in units in the prior year. We are pleased with both the level and composition of our inventory, which positions us well. And with that, I will turn it back over to Calvin.

Calvin McDonald: Thank you, Meghan. I feel we are well positioned to navigate the current period. We intend to leverage our strong financial position and competitive advantages to play offense while making deliberate decisions and continuing to invest in our growth opportunities. In closing, I want to thank our talented leaders and teams who make these results possible and demonstrate their agility and passion each day. We'll now take your questions. Operator?

Operator: Thank you. We'll now begin the question and answer session. Our first question is from Dana Telsey with Telsey Group. Please go ahead.

Dana Telsey: Hi, good afternoon everyone. As you think about the guidance for the balance of the year and the pressure on Q2, before you have some mitigation efforts in the back half of the year, can you expand on those mitigation efforts and what you're thinking about, whether it's price increases, diversifying sourcing, how should we think about it? And then when you think about just the U.S. business, any category strength that you saw with the newness that you offered and any early indications on the no-line Align, which frankly I've heard good sell-throughs? Thank you.

Meghan Frank: Thanks, Dana. I think given the dynamic of the year in terms of Q2 relative to the full year, it's important to anchor in the full year where we guided to a decline of 160 basis points versus our prior guide of 100, which is really related to the net impact of tariffs as well as the slight increase in markdowns. When we think about the tariff impact to mitigation actions, I'd highlight, one would be pricing. We are planning to take strategic price increases, looking item by item across our assortment as we typically do, and it will be price increases on a small portion of our assortment, and they will be modest in nature.

And then on the sourcing side, we are also pursuing some efficiency actions there, some of which will impact the second half of this year, and then we are also focused on that into 2026 as well. And I'll pass it over to Calvin on the product side.

Calvin McDonald: Yes. Thanks, Dana. In terms of category trends on newness, what's very encouraging is that it's balanced. It's balanced across our activity in lifestyle, new item introductions, as well as new and updates to our current. So just walk through a few of these. On the lifestyle side of our business, as you've seen and introduced at the beginning of Q1 and sold out pretty much in all doors, was our Daydrift trouser, which used performance fabrics with unique updated style, and she responded incredibly well to that. And we will be back in stock fully with some expanded silhouettes for September. So we're very encouraged and believe we have a future core success on our hands.

Be Calm, another new core, future core, and she responded very well to both, had great rating reviews. On the activity side of our business, we balanced between new as well as updates. On the new side, Glow Up was well received, good reviews, continues to gain momentum. And again, introduced with a limited set of colors, and we continue to build and expand into that. And again, feel we have a very unique legging creating a unique sensation and unmet need for Train and seeing good success. And then on updates to our existing core, Align No Line is a great example of that. And early results but very encouraging as you alluded to.

And we only had it distributed to 80 doors. So again, we are chasing and we'll be in full store distribution by September. You'll see it get stronger and distributed more throughout the quarter. But this is one in which across all of these and when I referenced the response to newness is encouraging and these being some of the strong hits both from a newness and innovation standpoint, definitely we saw a sellout and are chasing excited about what that means for the back half. But balanced across activity lifestyle, new as well as updates. So we know the newness is resonating and working well.

And the team is busy chasing into these what appear to be future hits for us. Thank you.

Operator: The next question is from Janine Stichter with Jefferies. Please go ahead.

Janine Stichter: Hi, thanks for taking my question. I was hoping you could dig in a little bit more to the comp drivers, the top line drivers. Think last quarter you had talked about traffic falling off, but seeing some improvements in transaction size and solid performance in conversion. Wondering if still seeing the same thing then maybe any update on the progression of the quarter, what you saw in April into May? Thank you.

Meghan Frank: Hi, Janine. So in terms of comp drivers, as we talked about on the last call, we did see a decline in store traffic, particularly in the U.S. As we moved from Q4 into Q1. We did see that moderate somewhat, but we did still for the first quarter see a lower traffic trend in stores relative to Q4. Conversion trends remained relatively consistent, a little bit of a decline year over year. And then also we did see an uptick in terms of average dollars per transaction in the first quarter. And then in terms of how it's progressing April into May, we don't share specifics on Q2, but I would say nothing materially different.

Janine Stichter: Great. Thanks so much.

Operator: Thank you. The next question is from Brian Nagel with Oppenheimer. Please go ahead.

Brian Nagel: Hi, good afternoon. A couple of questions. I'm going to merge them together, both tied around kind of tariffs and your strategy for tariffs. I guess the first question, if I'm hearing you, I mean, as you're looking at these tariffs, it sounds like you're going to take the biggest hits on margin. So the question I have is, why not at least initially or do more with price? And then secondly, as we look at the guidance now, sort of say the bigger disconnect between top and bottom line, is that all, is that mostly tariffs or I think you did mention some other investment spending in there? Thanks.

Meghan Frank: Thanks, Brian. So in terms of top line versus bottom line, so for the full year, we maintained our revenue guide, so $11.15 billion to $11.3 billion. We did lower our op margin for the full year from 100 basis points decline year over year to 160. That's all driven by the net impact of tariffs. So the tariff impact then with some offsets, as I mentioned, in pricing and supply chain. And then a slight increase also in markdowns. They're not any meaningful changes in terms of our expense posture. We're maintaining our focus on the long term.

And as I mentioned, we do have some mitigation actions on tariffs that will also come into play as we get into 2026. In terms of price, as mentioned, we're really looking at this as operating from a position of strength, being strategic in our pricing, looking at our LS and where we have opportunity, and we'll continue to take a look at that as the year progresses. But feeling comfortable with our positioning at the state.

Brian Nagel: Okay. Thank you.

Operator: The next question is from Matthew Boss with JPMorgan. Please go ahead.

Matthew Boss: Great. Thanks. So Calvin, maybe could you elaborate on the progression of comps that you saw over the course of the first quarter? And on the start to the second quarter that you cited, I guess if we think about it relative to first quarter performance in The Americas, and in China? Does the 7% to 8% revenue guidance for the quarter, does that embed a moderation in June and July trends relative to what you've seen in May, just given the uncertainty and the dynamic backdrop?

Meghan Frank: Hey, Matt. So in terms of how the quarter progressed, no material changes in terms of trend month to month in Q1. As we look to Q2, we don't guide to specifics in Q2, but what I can share is, I would say similar trends in the U.S. relative to Q1. As you know, China was impacted by the timing of Chinese New Year in Q1, which was about a four-point delta. So I would say our expectation and current trends would be in line with our annual color we offered on China performance, which should be in the 25% to 30% range.

Matthew Boss: Great. And then maybe Meghan just a follow-up as it relates to second quarter guidance and the full year. I guess could you elaborate on the slight increase in markdowns now contemplated in the full year outlook? And maybe just how you see the progression in the second quarter versus back half?

Meghan Frank: Yes. In terms of markdowns, so we did actually see a decline in markdowns in the first quarter. So we haven't seen an uptick in markdowns in our results to date. We were down 10 basis points in Q1. But given consumer confidence and macroeconomic as we move into the second half of the year, we feel it's prudent to tick up our forecast slightly on the markdown line. We would be in the range of 10 to 20 basis points above last year, so not meaningfully higher than our last year water line, which was relatively, I would say, in line with history.

Matthew Boss: But you're saying first quarter and so far into the second quarter? That you haven't seen the need to take the markdowns. It's just an assumption that you've baked in given the backdrop.

Meghan Frank: Yes. I would say on our actuals, in Q1, we saw a downward trend of 10 basis points, and our markdown positioning in Q2 would be embedded in our guidance.

Matthew Boss: Okay. That's great color. Thank you.

Operator: The next question is from Brooke Roach with Goldman Sachs. Please go ahead.

Brooke Roach: Good afternoon and thank you for taking our question. Calvin, given some of the success of some of the new launches that you've seen year to date, can you elaborate on your latest thoughts about returning the U.S. business to sustainable comp growth and whether or not that differs at all in your Canada versus U.S. as you contemplate North America reported comps?

Calvin McDonald: Thanks, Brooke. When I look at what we control, in terms of our mix of newness, and how that's performing, especially the new intended core and the way the guest is responding to that, definitely positive and feel good about those reactions to it. And the team knows and is working on what they can continue to add and innovate to that. When I look at our performance versus the market, our performance, we gained market share in the premium activewear. We had strong performance gains against our peers in this segment of the market where we compete. And the macro consumer is different. We continue to see a more cautious, discerning consumer.

We're definitely not happy where the growth is in the U.S., but relative to the market and our performance versus others, pleased that we're putting on share, pleased with the reaction to the newness and with the mix of newness that's coming. As we continue to get back into stock on the new core that she's reacting to and making those adjustments and the newness that we have planned. And I think a bit of the delta between the Canadian and the U.S. market consumer we see is we're not seeing the same discerning consumer in Canada as we are seeing in the U.S.

In terms of traffic as well as some other metrics that we monitor, we continue to monitor that, but the newness in both markets is responding very well. And the team is very focused on what the guest is reacting to. And bringing that to the consumer into the market in the back half.

Brooke Roach: Great. Thanks so much. I'll pass it on.

Operator: The next question is from Ike Boruchow with Wells Fargo. Please go ahead.

Ike Boruchow: Hey, thanks for taking my question. Two questions. I think first for Calvin. So appreciate on the product side, the commentary on what's working both in lifestyle and performance. But at the end of the day, the comps are up 1%. So clearly, there's got to be some things that are not working. Could you just maybe help us what exactly are the parts that are lagging that you're hoping to improve? And then Meghan, maybe just back to Matt's question, part of the guidance revision down is markdown, but it sounds like you're saying that you're not seeing any markdown yet, but you're planning it. So I guess maybe I'm just a little confused.

Is it because of the inventory build that you're expecting markdown to accelerate? I guess I'm just confused why you're taking a more cautious approach on that. Like what's the leading indicator that's making you think that if you're not seeing it yet?

Calvin McDonald: Thanks, Ike. In terms of the balance of the mix, I would say the overall traffic numbers are having an impact on the general mix of the assortment in the U.S. From a new guest perspective, we grew our new guests from, and I think, Meghan mentioned this from an AOV, UPT, both positive from a market share across all categories. We saw growth in our premium segment. I think where there continues to be opportunity is with our core and seasonal colors. We're seeing the guests shift to the truly new styles as I mentioned, the Glow Up, the Align No Line, the Daydrift, the Be Calm, and have opportunities.

But overall, it really is the macro discerning consumer that we're seeing through traffic in the store, the behavior, how they're shopping and reacting I think is definitely showing good indication. And as I alluded to the growth in market share is indicating we are gaining and winning to the marketplace and how the consumer is spending.

Meghan Frank: And I would add, Ike, similar on the markdown front. So the traffic trends, I would say, would be the leading indicator on why we've taken that positioning in terms of consumer confidence and macro uncertainty in the second half as well.

Ike Boruchow: Okay. Thank you.

Operator: The next question is from Paul Lejuez with Citi. Please go ahead.

Paul Lejuez: You maybe give a little bit more detail about inventory by geography? And if there are any specific regions that you're seeing potentially more margin pressure, markdown pressure, where is that coming from? Is that just the U.S. or is it more global? I mean is there anything in the competitive landscape front you see across your different global markets that make you think that things might heat up from a promotional perspective? Thanks.

Meghan Frank: Thanks, Paul. So in terms of inventory, I'd say again, we haven't seen markdown pressure to date, down 10 basis points year over year in Q1. But when we think about traffic trends and headwinds, they would be predominantly in the U.S. So I'd say that's where I'd probably place a little bit more of the as we move into the second half of the year in terms of what we've layered in terms of markdowns.

Calvin McDonald: And, from a competitive perspective, there's nothing we're seeing globally on a price promotional play other than in the U.S. Where I would say we continue to monitor that closely because we do see ongoing promotional activity across the market, across the competitors as we've seen certain consumer, the more cautious we know that to lever others pull and we continue to monitor it and quite frankly, anticipating a bit of a spike in the back half, if the macro headwinds continue. But we are a full-price business and we'll lead with innovation and our core assortment continue to play that. But we are seeing and do anticipate probably a dynamic competitive market in the U.S.

Paul Lejuez: Got it. Right. I just followed, have you adjusted purchases at all? You're just considering where your inventories are and the tariff situation maybe taking price up a little bit. Have you also taken your purchases and purchase assumptions down for the back half?

Meghan Frank: I would say we're always adjusting purchases and reflecting the current environment. We do benefit from about 40% of our purchases in core product. So that's an area we flex as we move forward. So I would say we always are doing that. We've done that to some degree. We'll continue to keep a close eye on inventory levels and sales trends.

Paul Lejuez: Thank you. Good luck.

Operator: The next question is from Alex Stratton with Morgan Stanley. Please go ahead.

Alex Stratton: Great. Thanks so much. Maybe for either of you, do newness levels stand in total? Like, are they back where you want them to be? And then if that's not inflecting Americas comp to positive, are you exploring maybe other potential drivers for what to do to get it there? And maybe related for Meghan on that one, is a positive comp for Americas possible this year? Or with your view on the macro, is that something that is more kicked out?

Calvin McDonald: Thanks, Alex. In terms of the composition of our merchandise mix, we are back at our newness percentages, historical newness percentages of the sum. I think the way the guest is reacting and responding within that newness, she is reacting very positively to the new core or intended core silhouette styles that she has not seen before, alluded to sort of Glow Up, the Align No Line, the Daydrift, Be Calm to name just a few, and there is a number of those. Those as a percentage of our newness mix, we are increasing in the back half so that we're reacting to what the guest is responding to.

And as a result, we are shifting some of the seasonal colors, patterns, and graphics in the remaining core to maintain that sort of ratio that we're seeing. But as I look to the back half, the percentage of newness remains strong above historical as we lean into a little bit of these areas where the guest has really responded well. And we weren't at full store distribution. We sold out of many of these styles and silhouettes and have very strong rating reviews on them. So I'm pleased with the newness mix and the work the team has done.

And what we have seen is the consumer respond very well to the completely new styles that she hasn't seen before, and that's sort of the mix that you will see us continue to do heading into the back half of this year.

Meghan Frank: And Alex, I'd add, we're not guiding specifically to comps for the year. But our view on the full year revenue for The Americas hasn't changed. So low single digit to mid-single digit and feel we're well positioned to capitalize if the consumer environment improves as well. That's what we're offering today.

Alex Stratton: Thanks a lot. Good luck.

Operator: The next question is from Jay Sole with UBS. Please go ahead.

Jay Sole: Great. Thank you so much. My question is about China. Given the comp in China, you've opened a lot of stores. How much more store growth opportunity do you see in China before you start worrying about cannibalizing your existing store base given the level of comp right here? Like can you tell us how many stores you have now, what you expect by the end of the year? And then maybe kind of what you're thinking about as a store growth rate going forward? Thank you.

Meghan Frank: Yes. So in terms of China, I would say still feel we're early in our journey there. So we've got 154 stores today. We had a goal of approximately 200 in our current Power of Three times Two plan and saw growth beyond that. I'm really pleased with the performance on new stores. And I'd also mention we are early in terms of our co-located strategy, so where we have stores with high traffic, high sales per square foot, and see an opportunity to expand the size of stores to have a more holistic assortment across men's, women's, accessories, capitalize on that traffic.

We're underway in that strategy in North America to a larger degree, and it's largely still in front of us in terms of China.

Jay Sole: Got it. And can you talk about what the traffic trends were in China? Maybe you talked about what the trends were in the U.S.?

Meghan Frank: We don't break out specifically on traffic trends, but I would say still seeing strong double-digit growth in terms of the China market and nothing notable there.

Jay Sole: Got it. Thank you so much.

Operator: The next question is from Adrian Yin with Barclays. Please go ahead.

Adrian Yin: Thank you very much. My question is on the inventory. The inventory does have some tariff impact and FX. Of the delta from units to dollars at about 7%, how much of that is tariff and how much of that would be the FX? And then secondarily, I guess it's a follow-on. You expecting that tariff inventory to sort of hit the P&L sort of late June and July? And is that when we should expect the commensurate price impact? Thank you.

Meghan Frank: Hey, Adrian. So in terms of the impact on dollar inventory, so it is predominantly driven by higher AUCs related to tariffs and then FX, I would say, we haven't broken out the details, but not too far off from each other in terms of relativity. And then in terms of the impact on tariffs, we do have, as I mentioned, a more pronounced impact in Q2 in terms of the P&L. So 60 basis points in Q2 because the mitigation actions come in the second half. The second half of the year or sorry, for the full year, the FX, sorry, the tariff headwind is 40 basis points.

With the mitigation actions coming into play towards the second half of the year. I would say in terms of pricing, those actions will start rolling out towards the second half of this quarter and into Q3.

Adrian Yin: Okay, great. And then my other question is on the lower product costs, what is driving that? Was it freight or cost engineering? And do you assume that will neutralize as we go into the back half of the year? Thanks.

Meghan Frank: Yes. So in terms of product cost, it would be predominantly driven by mix of business relative to expectations. So I would say right now what's reflected in our guide reflects our forecast in terms of mix of business in the second half of the year, and I wouldn't call out product costs as a variance driver for the full year at this point in time.

Adrian Yin: Okay, great. Thanks so much. Best of luck.

Operator: The next question is from Lorraine Hutchinson with Bank of America. Please go ahead.

Lorraine Hutchinson: Thank you. Good afternoon. I wanted to focus on SG&A for a minute. It looks quite high in the second quarter. Is there anything changing in your view of the investment needed to drive growth? Or is this just timing versus planned investments in the second half?

Meghan Frank: Thanks, Lorraine. Yeah. So in terms of Q2, so there are a few factors that are impacting Q2. So I think important to zoom out to the full year. So for the full year, we did guide revenue in line with last time, so $11.15 billion to $11.3 billion. And the operating margin relative to last time is about up 60 basis points driven by just tariffs and markdown changes. So when you look at Q2 specifically, first I'd note that we did expand our operating margin last year by 110 basis points. It was higher than our full year expansion, which was 50. So therefore, we had assumed some pressure in our operating margin as we planned the year.

Then if you look specifically at the year-over-year SG&A, that would be driven by increased foundational investments and depreciation, strategic investments. And then those add backs that we discussed last quarter in terms of expenses, for example, store labor. That we added back from a normalized perspective. Relative to the full year, 170 to 190 basis points deleverage in Q2. And 50 basis points for the full year.

Lorraine Hutchinson: Thank you.

Operator: The next question is from Aneesha Sherman with Bernstein. Please go ahead.

Aneesha Sherman: Thank you. I want to go back to China. Meghan, you talked about your store growth there, but wondering if you can share some color around the comp growth. There's been a pretty sizable deceleration year over year. Can you share some color around what's that's being driven by? Is it a macro slowdown or something else? And I know there were some tough compares last Q1 as those compares ease in China as well as in the rest of the world. Do you expect to see an acceleration in the comp in the next couple of quarters?

Meghan Frank: Yes. So in terms of China, we did see a slowdown both in trend and comp. We did have a four-point impact from the timing of Chinese New Year. We did also have an outsized performance, I would say, in terms of non-comp new store openings as well as the smaller portion that we do have co-located strategy there. We had an outperformance in terms of revenue growth last year. Even if looking at Q4 to Q1, we were at 39% growth in Q4, so well above expectations. So I would say still pleased with China trends, still strong double-digit growth, and do still have the same expectation for the full year of 25% to 30% growth rate for China.

Aneesha Sherman: And if I can just follow-up, is China still your best full-price market globally?

Meghan Frank: It's still our lowest markdown, yes, so highest full price.

Aneesha Sherman: Thank you.

Operator: The next question is from John Kernan. Oh, pardon me.

Howard Tubin: All right. We'll just take one more question. Thanks.

Operator: Thank you. The final question is from John Kernan with TD Cowen. Please go ahead.

John Kernan: All right. Thanks for squeezing me in, Howard. Just to stay on China and rest of world, obviously, you just talked about it in relation to Aneesha's question, but there was a sizable deceleration in the two-year stack if that's the best way to look at it. But do you think you're becoming more susceptible to a macro environment in China now that you're pushing the end of the year, be pushing $1.7 billion in revenue? And what are you seeing in Rest of World? There was a deceleration there as well. Thank you.

Calvin McDonald: Thanks, John. In terms of our view of our opportunities, nothing has changed. When I look at our performance in the quarter, and our guide for the year, across Mainland China, our Rest of World, and we look at our EMEA, and APAC markets, they continue to perform incredibly strong, double-digit momentum. We're early relative to market share, early relative to unaided brand awareness, continue to see very healthy new guest acquisition and matriculation with our existing guests. And the way the guest is responding to both our newness as well as our long lineup of core items. So nothing has changed from our vantage point.

I think as Meghan indicated, in some of the markets we had outsized growth last year, but very, very healthy strong numbers and relative to peer sets and with our market share gains, very excited and see a long runway of growth and opportunity. As I've alluded before, ended last year at 25% of our business being international and have opportunity we think for a fifty-fifty ratio into the future. So definitely Lululemon is a global brand underdeveloped in these markets and seeing great momentum, a very strong growth and anticipate that to continue.

John Kernan: Megan, did you give the markdown impact embedded in the gross margin guidance on a basis point level?

Meghan Frank: It did. For the full year, to 20 basis points up to last year.

John Kernan: Got it. Thank you.

Operator: That's all the time we have for questions today. Thank you for joining and have a nice day.

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Concrete Pumping (BBCP) Q2 2025 Earnings Call

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Image source: The Motley Fool.

DATE

Thursday, June 5, 2025 at 5 p.m. ET

CALL PARTICIPANTS

Chief Executive Officer — Bruce Young

Chief Financial Officer — Iain Humphries

Managing Director, Gateway Group — Cody Slach

Need a quote from one of our analysts? Email [email protected]

RISKS

Management reported that "higher-for-longer interest rates and now with uncertainty around the tariffs" have weakened the near-term demand environment, particularly in U.S. commercial and residential end markets.

Net loss available to common shareholders was $400,000, or $0.01 per diluted share, compared to net income of $2.6 million, or $0.05 per diluted share, in the prior year quarter.

Adverse weather, including "higher than normal rainfall in our Central, Midwest, and Southern regions, as well as a severe storm system in April," negatively impacted revenue by an estimated $3 million to $4 million.

The company reduced its full-year guidance for FY2025, stating, "we do not expect there will be a meaningful market rebound in the current fiscal year."

TAKEAWAYS

Revenue— $94 million, down from $107.1 million, primarily due to volume-driven declines in the U.S. Concrete Pumping segment and adverse weather impacts.

U.S. Concrete Pumping Revenue— $62.1 million, compared to $74.6 million; management estimated weather-related impact at $3 million to $4 million.

UK Revenue— $13.8 million, down from $15.5 million, including a 180 basis point forex headwind.

U.S. Concrete Waste Management Services (Eco-Pan) Revenue— $18.1 million, up 7% from $16.9 million, driven by increased pan pickup volumes and sustained pricing improvement.

Gross Margin— 38.5%, down 50 basis points from 39%, due to revenue declines, partially offset by cost controls.

G&A Expenses— $27.9 million, down 6% from $29.7 million due to $1.3 million lower labor costs and $800,000 lower amortization; G&A as a percent of revenue increased to 29.7% from 27.7%.

Consolidated Adjusted EBITDA— $22.5 million, compared to $27.5 million, with an adjusted EBITDA margin of 23.9%, down from 25.7%.

Net Debt— $387.2 million as of April 30, 2025; net debt to EBITDA leverage ratio was approximately 3.7x.

Available Liquidity— Approximately $353 million, including cash and ABL facility availability, as of April 30, 2025.

Share Buyback— Repurchased approximately 1 million shares for $6 million at an average price of $5.90 per share.

2025 Guidance Update— Full-year FY2025 revenue guidance lowered to $380 million–$390 million; adjusted EBITDA (non-GAAP) guidance updated to $95 million–$100 million; free cash flow (non-GAAP) expected at approximately $45 million.

End Market Commentary— Management reported that infrastructure revenue grew both sequentially and year over year, with ongoing strength in UK infrastructure, particularly from HS2, and U.S. opportunities driven by Infrastructure Investment and Jobs Act allocations.

SUMMARY

Concrete Pumping Holdings, Inc. (NASDAQ:BBCP) management indicated that project delays in commercial construction continued and were exacerbated by ongoing tariff uncertainty, while customers are reporting strong backlogs for the next year but lack clear start dates. Residential market softness was described as minor and localized, with Mountain and Texas regions remaining resilient, but U.S. commercial activity experienced sustained weakness due to macroeconomic pressures. No significant delays are occurring in infrastructure projects, with infrastructure dollars "flowing more freely" and multiple U.S. and UK infrastructure sectors—such as bridges, wastewater, and airports—showing persistent momentum.

Management stated, "We are not expecting any meaningful recovery in construction markets until 2026 at the earliest," clarifying that commercial recovery is expected to lag residential, with improvement tied to tariff resolution and potential interest rate declines.

Tariff-related uncertainty, while not directly impacting operations, has led to further commercial construction delays according to customer feedback during the quarter.

The company attributed the resilience of gross margin and adjusted EBITDA margin (non-GAAP) to "disciplined fleet management and cost control strategies," which reduced margin contraction relative to revenue declines.

Visibility in infrastructure remains high, as management described broad-based growth across segments and said, "the infrastructure dollars are flowing more freely than what we've seen in the previous years."

INDUSTRY GLOSSARY

HS2: High Speed 2, a major UK rail infrastructure project referenced as a driver for UK infrastructure revenue.

Infrastructure Investment and Jobs Act: U.S. federal legislation offering significant funding for infrastructure projects, impacting construction company pipelines.

ABL Facility: Asset-based lending facility, a revolving line of credit secured by company assets, contributing to reported liquidity.

Full Conference Call Transcript

Cody Slach: we will be making certain forward-looking statements regarding our business and outlook. These statements are subject to numerous risks and uncertainties that could cause actual results to differ materially from such statements. For information concerning these risks and uncertainties, see Concrete Pumping Holdings annual report on Form 10-K, quarterly report on Form 10-Q, and other publicly available filings with the SEC. The company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. On today's call, we will also reference certain non-GAAP financial measures, including adjusted EBITDA, net debt, and free cash flow, which we believe provide useful information for investors.

We provide further information about these non-GAAP financial measures and reconciliations to the comparable GAAP measures in our press release issued today or the investor presentation posted on the company's website. I'd like to remind everyone that this call will be available for replay later this evening. A webcast replay will also be available via the link provided in today's press release as well as on the company's website. Additionally, we have posted an updated investor presentation to the company's website. Now I'd like to turn the call over to the CEO of Concrete Pumping Holdings, Bruce Young. Bruce?

Bruce Young: Thank you, Cody, and good afternoon, everyone. In the second quarter, we continued to navigate a challenging construction environment marked by persistent macroeconomic headwinds and regional weather disruptions. Despite these market pressures and uncertainties, we remain focused on the elements we can control, including capital allocation, cost discipline, fleet optimization, and strategic pricing across our business. Our second quarter was again impacted by volume-driven declines in our U.S. Pumping segment, offsetting continued growth in our Concrete Waste Management business. Specifically, lingering higher interest rates and the broader macroeconomic uncertainty continue to delay the timing of commercial project starts, and more recently, we've experienced challenges in residential construction starts.

Additionally, higher than normal rainfall in our Central, Midwest, and Southern regions, as well as a severe storm system in April, which brought widespread flooding and tornadoes in our southern region, further impacted our revenue. In the UK, the impacts of the economic uncertainty on commercial project volume largely followed similar trends we experienced domestically, but our higher mix of work in infrastructure and improved pricing held up reasonably well considering the market backdrop. Despite the top-line decline, our disciplined fleet management and cost control strategies helped limit the impact on margins, leading to less pronounced declines in gross and adjusted EBITDA margins compared to the changes in revenue.

Turning to specific comments by end market, with our commercial end market, we continue to experience construction softness across a variety of commercial work, especially in more interest rate-sensitive areas like commercial and office building work. Larger commercial projects, including data centers and warehouses, remained mostly durable but continued to move at a slower pace given the economic uncertainty backdrop. The residential end markets in our Mountain and Texas regions remained largely resilient, but we have witnessed emerging signs of residential softness in our other U.S. regions due to the elevated interest rate environment. Despite this, our residential end market mix remained at 33% of total revenue on a trailing twelve-month basis.

We continue to see residential construction investments within our Mountain region and regions where single-family construction is prominent. We still expect the structural supply-demand imbalance in housing will continue to support medium to long-term homebuilding activity, especially as homebuilders entice customers with creative solutions that include rate buy-downs, and we believe the Federal Reserve's path to interest rate reductions should continue to support this end market's growth. Offsetting some of the commercial and residential market softness, revenue in our infrastructure end markets continue to grow sequentially and year over year. In the UK, infrastructure remains resilient, particularly with continued growth in HS2 construction, while in the U.S., our national footprint allows us to win more projects.

We expect our infrastructure business to remain robust in fiscal year 2025 due to the funding environment in the UK as well as opportunities domestically from the conversion of allocated budget funding into project starts within the Infrastructure Investment and Jobs Act. I will now let Iain address our financial results in more detail before I return to provide some concluding remarks. Iain?

Iain Humphries: Thanks, Bruce, and good afternoon, everyone. Moving right into our results for the second quarter. Revenue was $94 million compared to $107.1 million in the prior year quarter. As Bruce mentioned, the decreased revenue was attributable to a decline in our U.S. Concrete Pumping segment, due to the continued softness in U.S. commercial construction volume, recent regional residential headwinds, and adverse weather in several of our U.S. regional markets. Revenue in our U.S. Concrete Pumping segment, mostly operating under the Brundage-Bone brand, was $62.1 million compared to $74.6 million in the prior year quarter. We estimate that the adverse weather impact on our second quarter revenue was approximately $3 million to $4 million.

For our UK operations, operating largely under the Camfaud brand, revenue was $13.8 million compared to $15.5 million in the same year-ago quarter due to lower volumes caused by a general slowdown in commercial construction work, mostly due to the impact from higher interest rates. Foreign exchange translation was a 180 basis point headwind to revenue in the quarter. Revenue in our U.S. Concrete Waste Management Services segment, operating under the Eco-Pan brand, increased 7% to $18.1 million when compared to $16.9 million in the prior year quarter. This organic increase was driven by increased pan pickup volumes and sustained improvement in pricing.

Returning now to our consolidated results, gross margin in the second quarter declined by 50 basis points to 38.5%, compared to 39% in the same year-ago quarter. Continued improvement in our cost control initiatives, including improved fuel and repair and maintenance efficiencies, roughly offset lower revenue in the quarter. General and administrative expenses in the second quarter declined 6% to $27.9 million compared to $29.7 million in the prior year quarter, due to lower labor costs of approximately $1.3 million and non-cash decreases in amortization expense of $800,000. As a percentage of revenue, G&A costs were 29.7% in the second quarter, compared to 27.7% in the prior year quarter.

Net loss available to common shareholders in the second quarter was $400,000 or $0.01 per diluted share, compared to net income of $2.6 million or $0.05 per diluted share in the prior year quarter. Consolidated adjusted EBITDA in the second quarter was $22.5 million compared to $27.5 million in the same year-ago quarter, and adjusted EBITDA margin was 23.9% compared to 25.7% in the prior year quarter. In our U.S. Concrete Pumping business, adjusted EBITDA declined to $12.7 million compared to $17.5 million in the same year-ago quarter. In our UK business, adjusted EBITDA was $3.2 million compared to $4.1 million in the same year-ago quarter. For our U.S.

Concrete Waste Management Services business, adjusted EBITDA increased 12% to $6.7 million compared to $5.9 million in the same year-ago quarter. Turning now to liquidity. At April 30, 2025, we had total debt outstanding of $425 million and net debt of $387.2 million. This equates to a net debt to EBITDA leverage ratio of approximately 3.7 times. We had approximately $353 million of available liquidity at the end of April, which includes cash on the balance sheet and availability from our ABL facility. Now moving on to our share buyback plan. During the second quarter, we repurchased approximately 1 million shares for $6 million or an average price of $5.9 per share.

Since the buyback was initiated in 2022, we have repurchased approximately $26 million of our stock with $9 million remaining in the authorized plan through February. However, as announced today, our board has authorized an additional $15 million to be added to the existing share buyback plan. We believe our share buyback plan demonstrates both our commitment to delivering enhanced value to shareholders and our confidence in our long-term strategic growth plan. Moving now to our 2025 full-year guidance.

While we had expected some market recovery and project commencements in the first half of fiscal 2025, higher-for-longer interest rates and now with uncertainty around the tariffs, this has weakened the near-term demand environment, particularly in our U.S. commercial and residential end markets. As such, we do not expect there will be a meaningful market rebound in the current fiscal year, and thereby, we are adjusting our financial outlook for fiscal 2025. We now expect fiscal year revenue to range between $380 million and $390 million and adjusted EBITDA to range between $95 million and $100 million.

We expect free cash flow, which we define as adjusted EBITDA, less net replacement CapEx, and less cash paid for interest, to be approximately $45 million. Despite a challenging macro backdrop, we are committed to a prudent capital allocation and flexible investment strategy. Combined with our consistent track record of strong unit economics, healthy liquidity, and improving balance sheet strength, we believe we are well-positioned for continued investments in our fleet, strengthen our service offering in anticipation of a market recovery in fiscal 2026 and beyond. With that, I will now turn the call back to Bruce.

Bruce Young: Thanks, Iain. In conclusion, although the market has not recovered as we had expected, our business remains well-positioned for a future rebound. Over the past several quarters, we have strengthened our liquidity while consistently generating strong free cash flow. To address the anticipated discussion on tariffs, while there is no meaningful near-term direct impact on our business, the added uncertainty has caused some turbulence and further delays in commercial construction commitments. We remain focused on the long-term strategic aspects of our business that we can meaningfully influence, including the consistent and disciplined execution of our strategic growth plan, resolute adherence to our leading commercial strategy, and prudent cost control through ongoing operational excellence.

Our financial flexibility allows us to pursue disciplined strategic acquisitions when the timing is right, invest in organic growth opportunities, and return capital to shareholders, demonstrated by our recent special dividend and ongoing share buyback program. The fundamental strength and underlying drivers of our resilient business model, proven strategic plan, strong balance sheet with significant opportunities for growth, and long history of successfully managing and investing through economic cycles provide us with great confidence in our ability to continue delivering robust financial and operational performance. In closing, we believe these priorities lay a strong foundation for long-term value creation. With that, I would like to turn the call back over to the operator for Q&A. Joe?

Operator: Thank you, sir. A confirmation tone will indicate your line is in the question queue. You may press 2 if you would like to remove your question from the queue. For participants using speaker equipment, it may be necessary to pick up your handset. And our first question comes from the line of Tim Mulrooney with William Blair. Please proceed.

Luke McFadden: Hi. This is Luke McFadden on for Tim. Thanks for taking our questions here. Maybe one to start just on guidance. In your outlook commentary, you noted that you are not expecting any meaningful recovery in construction markets until 2026 at the earliest. I just wanted to confirm whether or not this comment pertains to expectations across both commercial and residential construction, or was it more end-market specific? And maybe as a follow-up to that, what are the factors that could cause your expectations around construction recovery to be pushed out even further?

Bruce Young: Yeah. So we'll take it one segment at a time. So in the residential, the softness is minor, and we do not expect anything too turbulent with the residential market going forward. The commercial market, there's continued softening there. We expect that once the tariff conversation settles, I think that market will start improving. As you know, there's been several delays, and so that's delayed a lot of those projects. But we are optimistic that we'll find a recovery there. The tax plan will eventually get approved, and with interest rates likely coming down at the end of the year, we expect the commercial market to come back after that.

Luke McFadden: Great. Thanks. Very helpful. And then maybe just one more from us. It sounds like the infrastructure market continues to be a bright spot for the business. Can you talk about what sort of visibility you have just into that end market going forward here? It sounds like you're continuing to expect strong results in 2025, but yeah, just any additional color there in terms of particular pockets of strength within infrastructure related to projects or otherwise would be helpful. Thanks much.

Bruce Young: Yeah. So we're seeing growth in nearly all segments of the infrastructure. Roads and bridges have been a big part of us. As you know, we do not do the paving, but we do the structures. And so, a lot of wastewater and water treatment plants going on. Airport construction has been really strong, but really, it's across the board with infrastructure. In the U.S., it's gaining some momentum, and the UK has been strong for quite some time, and we expect that to stay strong for the foreseeable future. Thank you very much.

Operator: Thank you. Ladies and gentlemen, again, if you would like to ask a question, please press 1 on your telephone keypad. And the next question comes from the line of Genevieve with D.A. Davidson. Please proceed.

Jean Ramirez: Hi, guys. Thank you for the time. Could you provide more color on the project delays? More specifically, have you guys seen more project delays since April? And as a follow-up, have customers given you a time horizon when those delayed projects may be reviewed again?

Bruce Young: Yeah. So a lot of the project delays have a lot to do with the tariffs and uncertainty there. Our customers are saying their backlogs are quite strong for next year. Still, there are some concerns when those projects might start. And so we're seeing that backlog is built by not only those jobs that delayed but new projects that would be coming on the books for them. So there is some optimism that once things settle out, the commercial market could come back very quickly.

Jean Ramirez: And on the commercial, sorry. On the infrastructure, are the delays also tied to these types of uncertainties or other factors that came into play this quarter?

Bruce Young: Yeah. So I do not think we're seeing delays in infrastructure programs. I think the challenge was meeting the requirements of the bill, and they seem to be doing a better job of getting that done. And so the infrastructure dollars are flowing more freely than what we've seen in the previous years.

Jean Ramirez: Alright. Appreciate the time. Thank you.

Bruce Young: Thank you.

Jean Ramirez: Thank you.

Operator: This concludes the question and answer session. And I'd like to hand the call back to Mr. Bruce Young for closing remarks.

Bruce Young: Thank you, Joe. We'd like to thank everyone for listening to today's call, and we look forward to speaking with you when we report our third quarter fiscal 2025 results in September. Thank you.

Operator: This concludes today's conference. You may disconnect your lines at this time. Thank you for your participation.

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Torrid (CURV) Q1 2025 Earnings Call Transcript

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Image source: The Motley Fool.

DATE

Thursday, June 5, 2025 at 4:30 p.m. ET

CALL PARTICIPANTS

Chief Executive Officer — Lisa Harper

Chief Financial Officer — Paula Dempsey

Chief Strategy and Planning Officer — Ashlee Wheeler

Need a quote from one of our analysts? Email [email protected]

RISKS

The decision to pause the footwear business will result in a projected revenue loss of $40 million to $45 million this year, with management stating there will be a neutral EBITDA impact in 2025, as explicitly stated by management.

Gross margin (GAAP) declined by 320 basis points to 38.1% for Q1 FY2025 due to "planned promotional initiatives".

Comparable sales fell by 3.5% in Q1 FY2025, with management attributing the decline to ongoing pressure in physical retail and persistent promotional sensitivity among consumers.

TAKEAWAYS

Net Sales: Net sales were $266 million for the first quarter, compared to $279.8 million in the prior year.

EBITDA: Adjusted EBITDA was $27.1 million, representing a 10.2% margin for the first quarter compared to $38.2 million and 13.7% in the prior year.

Gross Profit: Gross profit was $101.4 million, down from $115.4 million in the prior year; gross margin declined to 38.1% for Q1 FY2025.

SG&A Expense: SG&A expense was $70 million, an improvement of $6.5 million year-over-year for the first quarter, with SG&A leveraging 100 basis points to 26.3% of sales for Q1 FY2025.

Marketing Investment: Marketing investment was $15.4 million, up from $12.8 million in the prior year, primarily supporting sub-brand launches and customer acquisition.

Digital Channel Penetration: Online demand is approaching 70% of total sales as of Q1 FY2025, with expectations for digital sales to reach the low to mid-70% range of total sales in 2026.

Store Closures: 35 stores were closed in FY2024 with a targeted 180 closures in FY2025 (60 by mid-year, 120 more in the back half), as part of accelerated fleet optimization.

Sales Transfer Rate: Post-closure customer and sales retention rate remains approximately 60% for closed stores, as stated by management.

Inventory: Inventory was $149.6 million, a 3.3% increase versus the prior year, driven by in-transit timing; year-end comparable store inventory is expected to decline by mid to high single-digit percentages in FY2025.

Liquidity: Cash and cash equivalents at quarter end totaled $23.7 million for Q1 FY2025, with total liquidity of $141 million, including the credit facility, for Q1 FY2025; total debt was $284.5 million after a $16.2 million reduction from the prior year.

Full-Year 2025 Guidance: Net sales are forecast in the range of $1.03 billion to $1.055 billion for FY2025, with adjusted EBITDA between $95 million and $105 million for FY2025 (non-GAAP), both reflecting the footwear business pause and tariff impacts.

EBITDA Margin Outlook: Fleet optimization and marketing investments are expected to yield 150 to 250 basis points of EBITDA margin expansion in FY2026.

Tariff Impact: Net exposure to tariffs is expected to be $20 million for the remainder of the year, with mitigation through expense reductions, store optimization, and vendor negotiations.

Sub-brand Penetration: Existing sub-brands are expected to increase their penetration from about 10% in FY2025 to up to 30% of the portfolio in FY2026, with increased delivery cadence and planned new launches throughout the year.

Q2 2025 Guidance: Net sales (GAAP) are expected to be between $250 million and $265 million for Q2 FY2025; adjusted EBITDA guidance is $18 million to $24 million for Q2 FY2025, incorporating a projected $5 million tariff impact for Q2 FY2025.

SUMMARY

Management confirmed first-quarter results met prior guidance. The company will accelerate its planned store closures in FY2025, targeting approximately 180 closures, with a retention strategy leveraging high loyalty program enrollment and digital migration. While gross margin contraction was driven by increased promotional activity to support customer conversion in Q1 FY2025. Management explicitly forecast a digital penetration rate in the low to mid-70% range by 2026, alongside a higher sub-brand mix and reiterated plans to use cost savings from closures to fund customer acquisition initiatives aligned with a digitally led omnichannel model.

Harper stated, "sub-brands are attracting new and younger customers, reactivating lapsed customers, while also creating a halo effect for our mainline Torrid offerings." indicating expanded reach and higher customer value.

Dempsey emphasized that "Stores identified for closure are underperforming relative to our fleet, with an average of approximately $350,000 in annual sales, as discussed in the context of FY2025." clarifying the rationale for footprint optimization.

Harper cited that "Our current exposure to China-sourced goods will be in the low single digits for the remainder of the year, down from the mid-teens." underscoring the company's tariff mitigation progress.

Management committed to "refreshing 135 stores in the third quarter" as low capital investments intended to align in-store experience with digital strengths while maintaining an omnichannel presence.

INDUSTRY GLOSSARY

Sub-brand: A distinct product line within Torrid, designed and marketed for specific customer segments and lifestyles, often carrying different price points and fashion sensibilities than the core brand.

Torrid Cash: A promotional event and rewards program specific to Torrid, offering customers incentives redeemable for future purchases to drive both sales and retention.

Full Conference Call Transcript

Lisa Harper, Chief Executive Officer of Torrid, Paula Dempsey, Chief Financial Officer, and Ashlee Wheeler, our Chief Strategy and Planning Officer, who is also present and will be participating in the Q&A session. Before we get started, I would like to remind you of the company's safe harbor language, which I am sure you are familiar with. Management may make forward-looking statements, including guidance and underlying assumptions. Forward-looking statements may include, but are not limited to, statements containing the words expect, believe, plan, anticipate, will, may, should, estimate, and other words and terms of similar meaning. All forward-looking statements are based on current expectations and assumptions as of today, 06/05/2025.

These statements are subject to risks and uncertainties that could cause actual results to differ materially. For further discussion of risks related to our business, see our filings with the SEC. This call will contain non-GAAP financial measures, such as adjusted EBITDA. Reconciliations to these non-GAAP measures to the most comparable GAAP measures are included in the earnings release furnished to the SEC and available on our website. With that, I will turn the call over to Lisa.

Lisa Harper: Thank you, Chinwe. Hello, everyone, and thanks for joining us today. I am excited to update you on the progress we are making across our strategic business initiatives, namely enhancing our product assortment, driving customer growth, and executing our store optimization plan. I am also pleased to report that we delivered on our first quarter sales and EBITDA guidance. Now an update on our strategic business initiatives. Performance of our sub-brands continues to reinforce our belief that the strategy is working. Festi, Belle Isle, Nightfall, and Retro Chic have all had multiple deliveries at this point, and they are overachieving our expectations from two to six times what we had originally planned.

These sub-brands are designed and marketed for distinctive lifestyles, targeting a broader range of plus-size consumers. They are revolutionizing our collections to embrace diverse fashion sensibilities and deliver truly differentiated options. This calculated expansion has attracted new clientele and has deepened relationships with our current customers, driving increased spending across our portfolio. Importantly, our sub-brands are attracting new and younger customers, reactivating lapsed customers, while also creating a halo effect for our mainline Torrid offerings.

With the margin structure higher than our core Torrid product, we are doubling down on our efforts to further expand our strategy with planned launches of new sub-brands throughout the year, while also increasing the delivery frequency on existing sub-brands from the current six to eight times a year to 12 times annually. Growing their penetration from approximately 10% this year to up to 30% of our portfolio in 2026. We will continue to fund the growth of our sub-brands through reductions in less productive Torrid SKUs, enabling us to deliver compelling high-margin products. Now shifting to our channel optimization initiative.

Our customers continue to send a strong message that they prefer an online experience, which better supports our internal marketplace strategy that showcases the entire breadth of our assortment. Our website experience is powerful, and the perceived value to the customer is high across this channel. She loves that she can see and explore everything we offer, view outfitting options, and see herself. This is supported by our consistent sizing expertise and overall customer satisfaction, which continues to drive our industry-leading low return rate. Our online sales demand continues to grow and is approaching 70% of total sales. We expect web demand to reach a low to mid-70% penetration in 2026.

As part of our digital transformation long-term, we see the business model evolving to an approximate demand mix of 75% online and 25% in-store. This brings me to an update on the optimization of our retail footprint. As we mentioned on our Q4 call, we closed 35 stores in 2024, and we were targeting 40 to 50 closures in 2025, with the potential for additional closures as approximately 60% of our store fleet is up for lease renewals this year. With our customers increasingly preferring to shop our online experience, we are accelerating our fleet optimization efforts with a plan to now close approximately 60 stores in the first half of this year.

We believe we have an opportunity to close an additional 120 stores in the back half of this year, bringing the total number of targeted closures for the year to approximately 180. Paula will provide more detail on the net impact of these closures, but importantly, given many of these stores have lower productivity, and we continue to experience sales and customer retention rates from closed stores of approximately 60%, the projected impact on net sales is expected to be negligible. With the annualization of these closures, we would expect to see from 150 to 250 basis points of EBITDA margin net of increased marketing investment.

We are planning to allocate a portion of the cost savings from the store closures to customer acquisition marketing, as well as a more expansive effort to retain and transfer existing customers to the web or neighboring stores. As a reminder, 95% of our customers are in our loyalty program, so we have a large amount of data on their shopping patterns. Our physical stores will continue to represent an important touchpoint to complement our omnichannel go-to-market strategy. They serve as community hubs and immersive brand-building experiences, introducing customers to our brand and sub-brands, offering the dressing room experience, and acting as service centers for purchases made online or in stores.

Most importantly, our passionate sales associates bring the brand to life, delivering personalized service that deepens customer connection and drives long-term loyalty. As we mentioned on the Q4 call, we see opportunities to enhance the expression of our brand in stores to better align with the online experience. And we remain committed to refreshing 135 stores in the third quarter. These are low capital investments with an expected fast return. In summary, the optimization of our retail store fleet represents a strategic shift to better align our distribution with customer demand, which is expected to dramatically enhance our customer experience and deliver healthier sales growth while improving our overall profitability and cash flow. Now to tariffs.

Let me start with the punchline. Our current exposure to China-sourced goods will be in the low single digits for the balance of the year, down from the mid-teens. Improving our sourcing has been a key area of focus for several years, and I am proud of the robust sourcing infrastructure we have in place today. Our team has worked to reduce our exposure to China by diversifying into other countries and cultivating strong relationships with a broad range of vendor partners who, in many cases, have developed manufacturing capabilities in multiple countries.

In addition to shifting production out of China, our tariff mitigation playbook also includes sharing the increased cost with our vendor partners, exploring cost-saving fabric opportunities, such as using Egyptian denim instead of Turkish denim, and strategically and selectively making low single-digit price adjustments where we see a value proposition opportunity. As it stands today, after these actions, we expect the net impact of tariffs to be approximately $20 million for the remainder of the year, calculated based on current tariff rates. We will offset primarily through discretionary expense reductions, store optimization, and prioritization of projects across the business. We have also made the strategic decision to temporarily pause and reevaluate shoe offerings, which are 100% sourced out of China.

This strategy shift will result in a neutral EBITDA impact in 2025 and an expected revenue loss of approximately $40 to $45 million. On a go-forward basis, we are actively exploring opportunities to reenter the shoe category in a way that adds profitability and aligns with our broader sourcing strategy. Looking ahead, our goal is to keep any individual country, Vietnam included, to under 20% of apparel sourcing penetration. Turning to marketing, our strategy this quarter focused on creating momentum through bold storytelling, elevated community engagement, and agile execution. We leaned heavily into messaging around newness, supported by more frequent site refreshes.

This not only resonated with customers but helped set the stage for strong performance during our Torrid Cash and Afterparty events. While consumer sensitivity to promotions remains elevated in the current macro environment, our strategic messaging helped capture demand and drove conversion during key moments. One of the most exciting highlights of the quarter was our Coachella activation under the Festi by Torrid sub-brand. The campaign sparked remarkable engagement, generating millions of impressions and expanding our social following significantly in just one week. Beyond the numbers, it demonstrated the power of showing up in cultural moments where plus-size women are often underrepresented. The response from our community was overwhelmingly positive, reaffirming our strategy to lead with authenticity.

We saw meaningful success in evolving our approach across channels. In digital, we prioritized spending toward customer acquisition, contributing to solid performance in both new and reactivated customer segments. SMS and push campaigns benefited from thoughtful timing and dynamic content, leading to successful push revenue during the quarter. In email, we tested new creative formats and editorial storytelling, such as day-to-night looks and curated collections, which performed well and confirmed the value of continually refreshing our content pipeline. Across paid and owned channels, we continued balancing performance with brand building, testing new creative formats and placements to drive long-term value while maintaining short-term efficiency.

Our loyalty program played a critical role, with strategic bonus points events and targeted rewards helping drive frequency, retention, and cross-category migration. Torrid Cash, in particular, was a strong traffic and revenue driver during the quarter, and our Afterparty events sustained momentum with additional customer engagement. Lastly, our mobile app reached a new revenue high, supported by timely push notifications, exclusive offers, and seamless loyalty integration. The app continues to grow as a key touchpoint for high-value customers and plays an important role in omnichannel retention. Our marketing performance this quarter reflected a disciplined, creative, and community-first approach. We remain focused on amplifying what works while continuing to evolve with our customers, stay culturally relevant, and drive sustainable growth ahead.

Let me wrap up with a brief review of our first quarter results. As I mentioned, our performance for the quarter was in line with expectations for both net sales and EBITDA. We registered net sales of $266 million and EBITDA of $27.1 million at the high end of our guidance. Our comparable sales were down 3.5%. Although consumers remain price and value-conscious, our customers are responding well to newness highlighted by the sub-brand. As I noted earlier, our online demand once again outpaced stores, and we are encouraged to see a high percentage of customers who made a sub-brand product purchase are also picking up line items from our core line.

Overall apparel performance in Q1 showed encouraging signs of momentum as the quarter progressed. While February proved to be the most challenging month, we meaningfully improved in March with further stabilization in April. We saw strength in key categories, including dresses, denim, and non-denim bottoms, each of which delivered positive comps for the quarter, reflecting strong consumer response to refreshed assortments and trend-right products. We remain in a strong financial position, ending the quarter with $23.7 million in cash, and we have access to $117.3 million of additional liquidity from our revolving credit facility.

Our inventory position and composition are in excellent shape, and we are managing all aspects of the business with a prudent approach to the controllables while playing offense focused on profitable growth. In closing, I would like to thank our exceptional Torrid team. Their relentless commitment to elevating our merchandise, driving innovation, and streamlining operations has been transformative. We have made remarkable strides in our strategic initiatives, establishing the foundation for sustainable profitable growth with an eye towards creating value for all of our stakeholders. With that, I'll turn it over to Paula.

Paula Dempsey: Thank you, Lisa. Good afternoon, everyone, and thank you for joining us today. I will walk through our first quarter financial performance, discuss progress against our strategic priorities, and share our outlook and guidance for fiscal 2025, along with how we are positioning the business for long-term value creation. We delivered results in line with expectations for both net sales and EBITDA in Q1. After a slow start to the quarter in February, we saw improving sales momentum as the quarter progressed. Importantly, we began to realize tangible benefits from our store optimization initiative launched last year, which supported a reduction in SG&A and reinforced our focus on profitability and disciplined cost control.

Net sales for the first quarter were $266 million compared to $279.8 million in the prior year. Comparable store sales declined 3.5%, reflecting continued pressure in our physical retail location, partially offset by strength in our digital channel. Our performance reflects the continued evolution of our consumer shopping behavior, and we remain focused on adapting accordingly. Gross profit was $101.4 million, down from $115.4 million last year, with gross margin declining 320 basis points to 38.1%. The decline in margin rate was driven by planned promotional initiatives to improve conversion rates. We maintained an effective approach to expense management. SG&A was favorable by $6.5 million, resulting in $70 million in Q1 compared to $76.5 million in the prior year.

As a percentage of sales, SG&A leveraged 100 basis points to 26.3% versus last year. This expense discipline remains a critical lever as we navigate the current environment. The year-over-year favorability in SG&A was driven by our store optimization efforts, as well as prioritization of company-wide projects and contract renegotiations. We strategically increased marketing investments to $15.4 million from $12.8 million a year ago, deploying funds to support the launch and awareness of our new sub-brands. This reflects a strategic shift toward customer acquisition and brand building designed to drive long-term customer file growth.

In the first quarter, we saw steady customer acquisition and reactivation momentum on the web, achieving positive results, which we believe are due to our marketing strategy shift. We delivered net income of $5.9 million or $0.06 per share compared to a net income of $12.2 million or $0.12 per share in the prior year. Adjusted EBITDA was $27.1 million, representing a 10.2% margin versus $38.2 million and 13.7% last year. The year-over-year EBITDA cadence was anticipated, reflecting our decision to increase the allocation of marketing investments to earlier in the year to support our sub-brand momentum. We ended the quarter with a healthy liquidity position.

Cash and cash equivalents stood at $23.7 million, up from $20.5 million in the prior year, and we had no borrowings outstanding under our revolving credit facility. Total liquidity, including available borrowing capacity, remains strong at $141 million. Additionally, we continue to strengthen our balance sheet by reducing total debt from the prior year by $16.2 million to $284.5 million. Inventory totaled $149.6 million, a 3.3% increase versus last year, primarily due to in-transit timing. We are managing inventory with precision and expect to see temporary fluctuations throughout the year. However, we expect year-end comparable store inventory to be lower by mid to high single-digit percentages, and with store closures, expect our total inventory to be down meaningfully more.

As Lisa discussed earlier, as part of our continued strategy to align our demand channels, we are making decisive progress on our store fleet optimization. With over 60% of our store leases up for renewal in 2025, we are accelerating our store closure efforts and will have approximately 60 stores closed by the end of Q2 and as many as 180 stores over the full year. Most of these additional 120 closures are anticipated towards the end of the fiscal year, taking advantage of lease expiration dates, and therefore will require little, if any, incremental cost to exit. Stores we have identified for closure are underperforming relative to our fleet, with an average of approximately $350,000 in annual sales.

They are primarily situated in less attractive or lower-performing areas. We expect the net sales impact from these store closures to be minimal, and we plan to offset it through more targeted marketing investments and enhancements to our customer retention strategy. Historically, we have retained approximately 60% of our customers post-closure, a trend that has held true with our most recent closures. Going forward, our enhanced approach includes a multi-touch communication plan with both email and SMS outreach before and after closure, along with incentives to transition customers to a nearby store or to our digital platform.

Additionally, our store optimization strategy will significantly reduce our cost structure and improve working capital, allowing us to reinvest more aggressively in customer reactivation and acquisition initiatives to support long-term revenue growth. Turning to our updated guidance for fiscal 2025, we are revising our revenue outlook to reflect the strategic decision to pause our footwear business. This will result in a revenue impact of approximately $40 million to $45 million this year. We now expect full-year net sales in the range of $1.03 billion to $1.055 billion.

We remain committed to delivering healthy profitability and expect our adjusted EBITDA to range from $95 million to $105 million for the full year, which includes the net impact of tariff headwinds and our mitigation efforts. We expect to mitigate approximately $20 million of tariff impacts through $20 million in expense reductions for the year. Half of these reductions will come from our store optimization project, while the remainder will come from discretionary spending and reprioritization of internal projects. Our quarterly sequence will be slightly different from past years. Over the years, we realized 60% to 65% of our full-year adjusted EBITDA in the first half of the year.

In fiscal 2025, we expect our quarterly adjusted EBITDA to be more evenly spread due to a shift in marketing spend from the second half into the first half of the year to support the launch of the sub-brands, while cost reductions are expected to have a more significant impact in the second half of the year, leading to a more balanced strategy for profitability across the quarters. Capital expenditures are expected to be in the range of $10 million to $15 million, focused on technology, digital experience, store refreshes, and fulfillment capabilities to support our omnichannel growth strategy.

For the second quarter, we expect net sales of $250 million to $265 million and adjusted EBITDA between $18 million and $24 million. This includes a projected tariff impact of approximately $5 million. Looking ahead to fiscal 2026, while we are not issuing formal guidance at this time, we believe it is important to share early visibility into the expected benefits of our 2025 sales channel realignment actions. As I mentioned earlier, the stores identified for closure generate an average annual sales of approximately $350,000, significantly below the fleet average. As a result, we expect minimal impact on the top line both during the closure process and in future years.

Historically, we retained roughly 60% of sales and customers following a store closure, driven by the strength of our loyalty program, which includes 95% of our customer base. This high enrollment rate enables us to effectively redirect sales to nearby locations or our digital platform. Taking into account the net financial impact of these closures, together with incremental reinvestments into marketing and store experience, we expect a benefit of 150 to 250 basis points of EBITDA margin expansion in fiscal 2026 and beyond, supporting enhanced profitability and sustainable top-line growth. This initiative also advances our fleet rebalancing strategy, shifting the mix from 65% enclosed malls and 35% outdoor centers to approximately 55% and 45%, respectively.

As we have shared in previous calls, outdoor centers typically deliver stronger productivity for our brand. In closing, we are operating with discipline and a clear strategic framework, tightly controlling what we can while positioning the business to win in a fast-evolving retail environment. Our priorities remain optimizing our footprint, investing in high ROI growth levers, and strengthening our financial foundation. We are confident that our focused execution and strategic decisions today will support sustained profitable growth over the long term. With that, I'll turn the call back to the operator for Q&A.

Operator: Thank you. We will now be conducting a question and answer session. For participants using speaker equipment, one moment please while we poll for questions. Our first question comes from the line of Lorraine Hutchinson with Bank of America. Please proceed with your question.

Mary: Hi. This is Mary on for Lorraine. Could you talk a little bit about how we should think about the cadence of newness for the second half? Hi. The cadence of newness per product. Yeah. Just in terms of, like, your sub-brand launches, just how we should think about that for the remainder of the year.

Lisa Harper: Right. We have another new sub-brand launching in August, which is Lovesick, which is geared toward a younger customer at a slightly lower price point. And then we have StudioLuxe that will launch in September, which is a higher-end kind of desk-to-drinks concept. We've been in the back half of the year accelerating the timing of our launches for the existing brands, Belle Isle, Festi, Nightfall, and Retro Chic. So by the end of the year, we'll be delivering, I would say, into the fourth quarter, we'll be delivering all of those brands on a monthly basis.

Mary: Thank you.

Operator: Thank you. Our next question comes from the line of Brooke Roach with Goldman Sachs. Please proceed with your question.

Savannah Summer: Hi, this is Savannah Summer on for Brooke Roach. Thank you so much for taking our question. It's great to see the momentum with the sub-brands. You've discussed them as being an avenue for new customer acquisition, and I'm curious if you could discuss what trends you've been seeing with these new customers following their initial sub-brand purchase. Are you seeing them shop across the broader assortment and other sub-brands? And is there any unique differences in shopping behavior by channel or category to call out versus your legacy customer? Thank you.

Ashlee Wheeler: Hi. This is Ashlee. We are seeing really positive movement in the customer file related to these sub-brands, acquiring and reactivating new and younger customers than our average age in our existing file. Additionally, we're seeing really positive movement among existing customers with an increased lifetime value attached to them. So I'm really seeing incremental purchase behavior from that group as well as really high transaction size. We're seeing a very high attachment rate as well. So about 90% of the time, those that are participating in the sub-brands are adding other core Torrid products to their basket. And I would add that it is performing substantially higher online than in stores.

Although we've distributed Belle Isle particularly to 350 stores and Festi to an average of about 200 to 250 stores, we continue to see a predominance of the demand coming from the digital channel. So we think it's important to continue to bring newness to the store environment, but we're certainly, I think, by reaching a broader audience, reactivating a broader audience, and bringing younger customers into the brand, seeing a predominance even more than our average breakout towards the digital channel.

Savannah Summer: Great. Thanks so much for the color. I'll pass it on.

Operator: Our next question comes from the line of Alex Stratton with Morgan Stanley. Please proceed with your question.

Katie Delahunt: Hi. This is Katie on for Alex. Thank you for taking our question. I just wanted you to look at 2Q specifically. I think the midpoint of your guidance implies a sizable sales growth deceleration. Is there anything going on there? And does that reflect quarterly trends? Or what should we know there?

Paula Dempsey: Hi. This is Paula. How are you? Yeah. So as we had discussed earlier on our call, we are pausing right now our shoe business until further notice. So the majority of that business is currently sourced from China. And that business tends to be lower margin. So at this point, we're pausing it and just essentially reevaluating other partners to support the reentry into that business at higher, more profitable margins. So that impacts about $40 million to $45 million in sales for the year, kind of spread evenly through the balance of the year.

Katie Delahunt: Got it. Thank you. And I don't know if you're giving any color on quarter-to-date trends or if that's in line with your guidance there.

Lisa Harper: Just think through the guidance, we're continuing to see overall choppy customer behavior, but it's going in both directions. We have some softer times and some stronger times. So we feel and are observing that finds slightly closer to need. And so seasonal categories are coming, their demand is coming in a little bit later. We continue to see strength in our digital channel and look forward to really strong performance as we go through the back of the year where there's a semi-annual sale, our Torrid Cash event, as well as our Afterparty.

Katie Delahunt: Great. Thank you so much.

Operator: Thank you. Our next question comes from the line of Dylan Carden with William Blair. Please proceed with your question.

Dylan Carden: Appreciate it. I'm sure you covered this. Apologies. There's a lot going on tonight. But the planned promotional or the use of promotion strategically through the quarter kind of mixed in with this flow of newness that you're seeing. Can you just remind us sort of the promotional strategy from here? Should those things exist or coexist? And is that more a reflection of the current market? And then as far as the online versus retail channels, is online more promotional or more promotional channels? Thanks.

Ashlee Wheeler: Hi. This is Ashlee. So we are continuing to be, I would say, as promotional as we typically are. Our cadence of major events, like Torrid Cash, as you mentioned, will be four times a year as historically have been. And as planned. Two semi-annual sale events. And we're responding to general consumer, I would say, consciousness or value orientation with promotional events, which she's been very, very responsive to. So that will continue, and that's implied in our guidance.

Dylan Carden: Okay. Then I'm just kind of curious about the acceleration in closures. What's behind that? How you're arriving at kind of the 75%, 25% split is the right level? Yes, can we sort of start there?

Lisa Harper: Sure. I think that, Dylan, the customer continues to tell us that she prefers to shop online. We have talked previously. We're in the mid-sixties in terms of penetration. That penetration keeps growing. That business keeps comping online. We are now acquiring more customers online than we are in the store channel. So all of the trends, and I think we've supported this with marketing strategies, with investment in digital marketing, with the sub-brand strategy and the expansion of product categories, I think the web experience for us is a dramatically powerful channel of her storytelling for our customer. And as we do that, she continues to migrate online.

We still are seeing omni power, and we feel strongly that, you know, by closing these underperforming stores, we'll be able to move the fixed expenses associated with those stores. Some of that will go to a higher level of profitability for the company, and some of that will go toward the rightsizing of the digital investment that needs to happen to continue to drive this new customer to the brand.

As we see the younger customers coming in, as we see the reactivated customers coming in, the experience for the breadth of it for the product categories, being able to visualize them, outfit them, tell the stories about them has, I think, we've done a tremendous job in driving that visual representation of the brand. So it is the best expression of the brand. We're not giving up on stores at all. We are rightsizing the portfolio. So if you do the math, this ends up at about being 450 stores with this round of closures. And we think we're leaving very few markets. So it's really about the thinning out of existing markets.

The customers will still have a close-by store, and just to reinforce, we've seen with the closures, as most recently with the fourth-quarter closures, that we are still transferring slightly higher than 60% of those customers and sales to nearby stores or online. So as we're doing that, we're just rightsizing the business to the demands of the customer and being able to reallocate our resources to the right channel. I think sub-brands have illustrated to us and substantiated our theory that this customer wants more choices and is willing to pay for them, meaning she's willing to pay more for more fashion.

And our experience with their response to the sub-brands and the halo effect that it provides to the core business is best expressed online. So that became very, very clear to us that it was time to restructure our portfolio to a digitally led perspective. I hope that answered that.

Dylan Carden: Much so. Thank you. And last one, can you square the circle? You mentioned it there, the 60% retention but full-year negligible sales impact of closing the stores. Is that just some sort of function of when you're closing them, the fact that you retain maybe increased marketing in other online channels? Just how you get to that kind of neutral impact? Thanks.

Lisa Harper: Right. So most of those stores will close toward the end of the quarter, and at the same time, we will be ramping up our marketing spend in relation to that. So based on what we've learned from our digital marketing investments over the last eighteen months, we have a high confidence level in our ability to offset the small amount that doesn't naturally transfer with new customer acquisition through the digital channel.

Dylan Carden: Thank you. And those stores, by the way, are very, very low volume. So, it's less of a hill to climb in terms of replacing those revenue dollars.

Lisa Harper: Thanks.

Operator: And we have reached the end of the question and answer session. I would like to turn the floor back to CEO, Lisa Harper, for closing remarks.

Lisa Harper: Great. Thanks so much for joining us today. We look forward to sharing the progress in our next call as we reflect on Q2. Thanks so much.

Operator: Thank you. And this does conclude today's conference. You may disconnect your line at this time. Thank you for your participation. Have a great day.

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Rent the Runway RENT Q1 2025 Earnings Transcript

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Image source: The Motley Fool.

DATE

Thursday, June 5, 2025 at 4:30 p.m. ET

CALL PARTICIPANTS

Chief Executive Officer — Jennifer Hyman

Chief Financial Officer — Siddharth Thacker

Need a quote from one of our analysts? Email [email protected]

RISKS

CFO Siddharth Thacker stated that gross margins (GAAP) decreased to 31.5% in Q1 FY2025, down from 37.9% a year earlier and 37.7% in the previous quarter, due to higher revenue share costs and increased fulfillment costs.

Adjusted EBITDA was negative $1.3 million, down from $6.5 million a year ago, as a result of both declining revenue and higher revenue share expenses.

Free cash flow was negative $6.4 million, compared to negative $1.4 million a year ago, due to lower adjusted EBITDA and higher inventory investment.

Fulfillment costs rose to 29.3% of revenue in Q1 FY2025, up from 27.5% a year ago, driven by increased transportation costs and a shift to maintaining more inventory for subscribers.

TAKEAWAYS

Ending Active Subscribers: There were 147,157 ending active subscribers in Q1 FY2025, representing a 1% year-over-year increase and the highest quarter-end subscriber count in company history.

Average Active Subscribers: Average active subscribers totaled 133,468, down 1.8% from 135,896 a year ago.

Revenue: Total revenue was $69.6 million, a decrease of $5.4 million, or 7.2% year over year, and down $6.8 million, or 8.9%, quarter over quarter.

Gross Margin: Gross margin was 31.5%, down from 37.9% a year ago and 37.7% in the previous quarter, reflecting both higher revenue share and fulfillment costs.

Fulfillment Costs: Fulfillment costs were $20.4 million, nearly flat year over year, but rose to 29.3% of revenue from 27.5% a year ago due to higher transportation costs.

Adjusted EBITDA: Adjusted EBITDA was negative $1.3 million, or negative 1.9% of revenue, compared to $6.5 million and 8.7% of revenue a year earlier.

Free Cash Flow: Free cash flow was negative $6.4 million, compared to negative $1.4 million a year ago, primarily due to increased rental product purchases supporting the inventory strategy.

Inventory Investment: Inventory volume received in Q1 FY2025 rose 24% year over year, with 36 new brands and over 1,000 new styles launched during the quarter.

Inventory Engagement: Spring 2025 inventory recorded a 23% higher share of use, 46% more 'hearts,' and a 14% higher 'love rate' compared to the prior year. April add-on gross bookings increased 11% year over year (all metrics as reported for FY2025).

Revenue Mix Shift: Exclusive designs and revenue share are projected to account for 70% of acquired items in FY2025, up from 20% in FY2019.

Q2 and FY2025 Guidance: Q2 FY2025 revenue is projected between $76 million and $80 million, with adjusted EBITDA margin guidance at negative 22%. The company maintains a double-digit subscriber growth target for FY2025 and expects full-year cash consumption of negative $30 million to negative $40 million, but may invest beyond that range if prudent.

Product and Service Innovation: Introduced back-in-stock notifications with 25% subscriber adoption and a 48% completion rate since launch; stylist support reduced first-month churn by 27%; the 60-day customer promise dropped churn by 34%; and RTR Concierge lowered churn by up to 18% so far.

Customer Retention: Achieved the strongest quarterly retention in four years. Churn improvement in Q1 FY2025 was the best year over year and quarter over quarter since the pandemic recovery period.

Marketing and Engagement: Organic social engagement rate rose 163% since the April and May branding shift (compared to the two months prior). New member-driven events attracted over 350 attendees and expanded virtual community channels.

Upcoming Initiatives: The company plans to launch more than 40 new brands and add over 2,700 new styles in FY2025, expand into 19 new brands in Q2 FY2025, and continue scaling customer experience enhancements and a new rewards program.

SUMMARY

Rent the Runway delivered record quarter-end active subscribers and demonstrated sequential subscriber growth in Q1 FY2025, despite reporting a year-over-year decline in both average active subscribers and total revenue. The company faced compression in gross margin and negative free cash flow due to higher revenue share expenses, increased inventory investment, and rising fulfillment costs. Management reaffirmed double-digit subscriber growth guidance for FY2025 and outlined plans for rapid inventory expansion, differentiated merchandising, and further investment in customer innovations through the year.

CFO Siddharth Thacker said, "Our full-year guidance remains unchanged." indicating that major strategic and financial targets are intact despite short-term margin pressures.

The exclusive design and revenue share model is anticipated to account for 70% of inventory sourced in FY2025, a shift management identifies as central to brand partnerships and value creation.

Engagement with newly launched inventory in spring FY2025—measured by digital interaction 'hearts,' share-of-use, and add-on bookings—suggests an early positive response to increased assortment and category depth.

Operational discipline continues, with leadership stating willingness to "invest prudently when it makes sense for our customers, even if that results in free cash flow outside the provided ranges."

INDUSTRY GLOSSARY

Revenue Share Inventory: Merchandise supplied by brands or designers where Rent the Runway, Inc. pays a share of rental revenue rather than purchasing outright.

Share by RTR Inventory: Items procured through Rent the Runway, Inc.'s revenue share agreements rather than traditional wholesale purchase.

Hearts/Love Rate: User engagement metrics specific to Rent the Runway, Inc., tracking customer preference and interaction with inventory selections.

RTR Concierge: A program providing direct outreach and customer support to new and returning subscribers to boost retention and education.

Full Conference Call Transcript

Jennifer Hyman: Thank you, Cara, and thank you all for joining today. On our last earnings call, we walked you through our plan to transform Rent the Runway, Inc. as we increase the breadth and depth of our inventory, innovate on our product to give customers what they want, and get back to our customer-obsessed roots. In the past quarter, we've put this plan into action and we've seen very positive results.

We drastically increased the desirability and quantity of inventory on the platform, with much more to come, launched some of the most highly requested features from our members, including back-in-stock notifications, and a customer promise for new and rejoining subscribers, and restored our relationship with customers through a revitalized authentic approach to organic social and customer service. And as I speak with you today, I'm happy to report that our transformation strategy is working. We've seen a return to subscriber growth in Q1, ending the quarter with over 147,000 active subscribers, the most ending subscribers at the end of a quarter in company history.

We've also seen the strongest quarterly customer retention in four years, with improved churn rates for both early-term and long-term subscribers. Today, I'll walk through strategy and the results we're seeing in more detail as we show our community and the world that Rent the Runway, Inc. is back.

First and foremost, our bold inventory strategy. Rent the Runway, Inc. provides our customers with a valuable offering: a risk-free way to try new styles and brands that may have previously not been on their radar or in their closet. This ability to discover newness is a key reason why so many women love our service. And with the rejuvenated inventory this year, we're giving her an even greater opportunity to discover new brands and items that she loves. As we detailed on our last earnings call, we are planning our largest-ever investment in new inventory this year. Our new brands and styles have already started to roll out on our site and into the hands of our customers.

Throughout this transformation, we have been guided by our customer feedback and data, so that we can be more specific about the aesthetic of the styles we offer on Rent the Runway, Inc. with the ultimate goal of attracting new customers and retaining existing customers. We've been focused on building an assortment that resonates with our feminine, polished, and playful core customer. And we're building depth across categories that we know our customers desire, like denim, outerwear, day dresses, casual everyday clothing, handbags, and workwear. I truly believe that we've not only created visual differentiation between us and our competitors, but we're also well on our way to significantly improving customer loyalty.

Q1 inventory volume received was up 24% year over year. We launched 36 new brands and over 1,000 new styles that align with what we know our customer is looking for. And we've been right. Our customers are more engaged with our selection than ever before. Our spring 2025 inventory has a 23% higher share of use, 46% more hearts, and a 14% higher love rate than our spring buy last year. She's also adding more to her shipment, with April add-on gross bookings up 11% year over year.

We've identified several pillar brands like Veronica Beard, AL Ola Johnson, and Stodd, which drive a higher perception of the value of Rent the Runway, Inc. when a customer has one of them in her order. To double down on these pillar brands, we've considerably increased our buys from them. We've also released four new collaborations with Sea New York, Plan C, Ghani, and Simon Miller, and they are leading the way in customer engagement. The new Simon Miller collection alone drove almost 3 million views. And from a cost perspective, I want to remind you that these collections deliver comparable quality at approximately 40% lower cost on average.

We're excited and proud to be giving customers more styles from pillar brands they covet and introducing new brands that excite them. And we are just getting started. We expect that the remainder of the year will be significantly more impactful. In Q2 alone, new receipts are expected to be up over 420% year over year. And for the rest of the year, we expect new receipts to be up 134% year over year. We're also planning to launch over 40 new brands and post over 2,700 new styles. For the designers and brands themselves, we believe that Rent the Runway, Inc. is now well established as a core marketing channel.

We've delivered brands an opportunity to reach new customers outside of traditional paid marketing channels. We've done this by spending the last fifteen years building trust with brands and connecting them to our customers. The growth of our revenue share and exclusive design channels are unique to Rent the Runway, Inc. and a testament to the excitement that brands have to partner with us during a time in which they are losing confidence in other retail channels. About 20% of items acquired in fiscal year 2019 were exclusive designs and revenue share. This fiscal year, it's expected to be around 70%. And this momentum is expected to continue.

In Q2 alone, we're planning to expand into 19 new brands, launch three new exclusive collections, introduce fresh use cases like beach and tennis, and double down on the summer categories our customers crave most when temperatures rise. We expect that the new inventory will continue to have a dramatic effect as more of it hits the site over the course of the year.

Now let's walk through our recent product innovations, all of which are in response to direct customer feedback and are designed to make the experience with Rent the Runway, Inc. best in class for every customer. We know that inventory alone isn't everything. We want our customers to feel that they are getting the white glove experience they expect from a luxury brand, and we're investing in the product and customer service experiences designed to deliver on that vision. We've introduced enhancements to the product for both new members and for customers who've been with us for a while, including back-in-stock notifications, our number one most requested new feature.

Now a subscriber can set a notification if she has her eye on a style but it is not available at the time she is building her order. If it's back in stock, she gets notified and can add it to her next order. People are really excited about this feature. 25% of all subscribers have engaged with it since launch, and 48% of those who've engaged with it have successfully added a back-in-stock item to their bag after getting a notification. Secondly, we launched personalized styling support for our early-term customers, where stylists help build hearts lists, place orders, and provide personalized suggestions.

We believe that this is a very valuable service to our subscribers, many of whom are professional women that value the extra assistance with discovery and ordering. We provide a complimentary first thirty-minute session and have seen a 27% reduction in first-month churn when subscribers talk to stylists. We've also introduced a sixty-day customer promise for all new and rejoining customers. If a customer doesn't like any of the items in her order during the first sixty days, we'll send her new items at no cost. We've seen that this leads to a 34% reduction in churn.

RTR Concierge, where new and rejoining customers receive a call from us to explain the service and answer any questions, is another new initiative that members love. So far, we've seen an 18% reduction in churn for those who answered our call, and a 14% reduction in churn for those who didn't answer. This has been so successful that we're planning to scale it from 50% of new and rejoining subscribers to 100% by the end of Q2. And lastly, we've launched a more personalized homepage and browse experience, tailored to what she has happening that month. A key focus for the remainder of the year is to scale these improvements to as many of our subscribers as possible.

And we have even more in store. In Q2, we're planning to launch a new rewards program that will give subscribers perks and rewards to celebrate break points. We're also planning to introduce Harding Progression and more personalized feeds to provide a more curated and personalized subscriber browsing and picking experience. All of this innovation is rooted in the pod structure we have developed for our teams at Rent the Runway, Inc. Our four pods—retention, revenue, customer growth, and inventory—map directly to our strategy and are designed to enable us to simplify and be more agile in the way we introduce new products and serve customers.

This has allowed us to shift new features rapidly, respond quickly to customer needs, and operate much more efficiently overall.

The third area we've been focused on has been restoring the relationship with our customers through authentic, transparent branding and communications, along with member experiences for our community. We know that Rent the Runway, Inc. is an emotional and aspirational product. It's not purely about renting and purchasing clothing items. In Q1, we significantly shifted the tone of our marketing towards transparency and community, showing customers we heard you and getting back to the basics of what this brand is all about. This wasn't about deploying more marketing dollars. Rather, we employed a customer-centric, radically authentic strategy ensuring customers felt valued, informed, and excited about the changes.

We also launched a brand new organic strategy that broke the fourth wall, meaning we acknowledged the presence of the audience and spoke directly to them through our channel. We engaged with our most opinionated community on Reddit, and through a very active Reddit AMA. Launched new social features like Instagram Q&A and Gen Reacts, and introduced a new face of Rent the Runway, Inc. social channels. And it's working. The engagement rate on social channels is up 163% since we launched our new strategy in April and May, as compared to the two months prior. I am also personally still responding to customer emails and feedback that comes my way and very actively engaging with our customers regularly.

Lastly, we reintroduced member-first experiences, engaging hundreds of members both online and in real life. We kicked off the We Heard You hybrid webinar, which allowed our community to hear directly from our leadership team on what's to come. We also hosted a Women at Work styling event, a Wixow exclusive design preview, a meet-the-drop event that drew over 350 attendees. All of these are examples of how we are bringing the power of our community back in person and virtually. In conclusion, we are confident that our new strategy is working. Thanks to the new inventory and product innovation, our quarterly customer retention is the strongest it's been in four years.

In Q1 2025, we experienced our greatest year-over-year and quarter-over-quarter Q1 churn improvement since the pandemic recovery period. We're incredibly excited about the early signals that this inventory strategy is driving results and believe the best is yet to come. I think this is only the beginning. We're optimistic and excited. We created this category and we know where it's going. With that, I'll hand it over to Siddharth Thacker.

Siddharth Thacker: Thanks, Jen, and thank you everyone for joining us. As Jen outlined in her remarks, the key message in this quarter's results is that we believe our inventory and product strategies are working. Our teams are energized and we are finding ways to improve our customers' experience every day. We believe our significant inventory investment this year will continue to drive retention as customers experience the full impact of the new arrivals in May and in the months to follow. Let me spend a few minutes discussing why it's taken until fiscal year 2025 to put these plans into action and how we expect fiscal 2025 to unfold.

Over the past two months, I've been asked by new and existing investors why it's taken us so long to implement the strategies we're executing on in fiscal 2025. Indeed, some investors have indicated that for the first time they feel like Rent the Runway, Inc. wants to grow. Let me begin in fiscal 2022. We had emerged from COVID with a similar-sized subscriber base as existed before COVID, but with a relatively small amount of inventory purchased in the intervening period. Over time, we focused on increasing depth and exiting older inventory within the context of managing our cash consumption and our balance sheet.

In order to continue funding improvements to our customer experience, we substantially reduced costs in fiscal 2022 and fiscal 2023 and made significant strides in moving to an asset-light inventory acquisition model. In fiscal 2024, we brought the business to almost free cash flow breakeven to demonstrate to stakeholders both the strength of our underlying revenue base as well as our sound unit economics. Finally, in fiscal 2025, armed with the right-sized cost structure, brands willing to provide more than double the amount of share by RTR inventory and having already demonstrated progress on cash flow, in fiscal 2024, we are ready to invest.

While it hasn't been easy, we're proud of the considerable progress made over the past three years. And yes, we are ready to grow.

Let me discuss fiscal 2025. Jen has already outlined how fiscal 2025 is off to a good start with the fastest sequential growth in ending active subscribers in Q1 versus Q4 over the last four years. An important driver of that growth is significantly improved retention on both a sequential and year-over-year basis. We believe we can improve retention further in fiscal 2025 given the planned buildup of inventory throughout the year as well as new product launches. We also expect subscriber acquisitions to benefit from our investments in fiscal 2025 albeit with a lag to retention improvements, as customers tell others about the positive changes they are seeing at Rent the Runway, Inc.

We expect acquisition improvements to also be driven by improved organic marketing as well as higher levels of promotional spending to expose more customers to our improved offering. Our results for Q1 demonstrated these trends. Improved subscriber growth, with revenue growth lagging subscriber growth due to higher promotional spending. The good news is that we've reactivated both paused and former customers' success in Q1. And so far, retention for those subscribers is better than we've seen historically. We expect continued improvement in ending active subscriber growth throughout the fiscal year. As I will also outline shortly, we will not hesitate to invest further in the customer proposition if we think it is prudent.

I will now review results for the first quarter before providing Q2 and full year 2025 guidance. We ended Q1 2025 with 147,157 ending active subscribers, up approximately 1% year over year. Average active subscribers during the quarter were 133,468 subscribers versus 135,896 subscribers in the prior year, a decrease of 1.8%. Ending active subscribers increased from 119,778 subscribers at the end of Q4 2024 due primarily to sequentially higher subscriber acquisitions, higher promotional spending, a decrease in paused subscribers, and improved retention. Total revenue for the quarter was $69.6 million, down $5.4 million or 7.2% year over year and down $6.8 million or 8.9% quarter over quarter.

Subscription and reserve rental revenue was down 6.2% year over year in Q1 2025 primarily due to lower average revenue per subscriber driven by increased promotional spend and lower average subscribers versus Q1 2024. Other revenue decreased 14.6% or $1.3 million year over year. Fulfillment costs were $20.4 million in Q1 2025 versus $20.6 million in Q1 2024 and $20.2 million in Q4 2024. Fulfillment costs as a percentage of revenue were 29.3% of revenue in Q1 2025 compared to 27.5% of revenue in Q1 2024. Fulfillment costs primarily reflect higher transportation costs as a result of carrier rate increases. Gross margins were 31.5% in Q1 2025 versus 37.9% in Q1 2024.

Q1 2025 gross margins reflect higher revenue share costs as a percentage of revenue due to greater share by RTR inventory in addition to higher fulfillment costs as a percentage of revenue. Q1 2025 gross margins decreased quarter over quarter to 31.5% from 37.7% in Q4 2024 due primarily to seasonally higher revenue share payments combined with higher fulfillment costs as a percentage of revenue. Sequentially higher fulfillment costs as a percentage of revenue reflect lower revenue per order as we chose to sell less inventory this quarter to increase inventory available for subscribers. Operating expenses were 6% lower year over year due primarily to lower stock-based compensation expenses.

Total operating expenses, which include technology, marketing, and G&A, were 55.9% of revenue in Q1 2025 versus 55.2% of revenue in Q1 2024 and 44% of revenue in Q4 2024. Adjusted EBITDA for Q1 2025 was negative $1.3 million or negative 1.9% of revenue versus $6.5 million or 8.7% of revenue in Q1 2024. The decrease in adjusted EBITDA versus the prior year is primarily a result of lower revenue and higher revenue share expenses. Free cash flow for Q1 2025 was negative $6.4 million versus negative $1.4 million in Q1 2024.

Free cash flow decreased versus the prior year primarily due to lower adjusted EBITDA and higher purchases of rental product on account of our inventory strategy for fiscal year 2025.

I will now discuss guidance for Q2 2025 and fiscal year 2025. Our full-year guidance remains unchanged. We continue to expect double-digit growth in ending active subscribers for fiscal year 2025. We also continue to expect full-year cash consumption to be between negative $30 million and negative $40 million. As I outlined last quarter, I want to emphasize that this free cash flow range is indicative with many factors that may influence the final result. The overarching message remains that Rent the Runway, Inc. is playing offense and that we intend to invest prudently when it makes sense for our customers, even if that results in free cash flow outside the provided ranges.

Let me now discuss Q2 guidance. For Q2 2025, we expect revenue to be between $76 million and $80 million. We expect adjusted EBITDA margins to be between negative 22% of revenue. Finally, let me reiterate my comments on tariffs from our April earnings call. Our guidance does not factor in any potential impact from tariffs given all the uncertainties. We believe we are fortunate that we directly import a relatively small portion of inventory and have placed orders for the majority of our inventory receipts for fiscal year 2025. However, there is no guarantee that this will mitigate any impact.

It's also difficult to predict customer behavior, but we believe renting does offer substantially greater value for consumers versus buying. We are mindful that the environment remains uncertain and plan to operate prudently in the months ahead.

In conclusion, we're pleased to see customers respond enthusiastically to our significant investment in inventory in fiscal 2025. The energy from both our customers and employees is palpable. Our brand messaging is authentic. We have more to do, but believe we are firmly on the right track.

Jennifer Hyman: Thanks for the call today, and we look forward to continuing to update you on Rent the Runway, Inc. Great. Thank you. And with that, this does conclude today's teleconference. We thank you for your participation. You may disconnect your lines at this time.

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Cracker Barrel (CBRL) Q3 2025 Earnings Transcript

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Image source: The Motley Fool.

DATE

Thursday, June 5, 2025 at 11 a.m. ET

CALL PARTICIPANTS

President and Chief Executive Officer — Julie Masino

Senior Vice President and Chief Financial Officer — Craig Pommells

Director, Investor Relations — Adam Hanan

Need a quote from one of our analysts? Email [email protected]

RISKS

Craig Pommells stated, "We anticipate the net tariff impact on Q4 EBITDA will be approximately $5 million." explicitly identifying tariffs as a near-term earnings headwind.

Total cost of goods sold rose to 30.1% of revenue in Q3 FY2025, up from 30% in the prior year quarter, due to unfavorable menu mix and commodity inflation, partially offset by menu pricing.

Comparable store retail sales declined 3.8% in Q3 FY2025, indicating continued consumer softness in the retail segment.

TAKEAWAYS

Total Revenue: $821.1 million in total revenue for Q3 FY2025

Restaurant Revenue: $679.3 million in restaurant revenue for Q3 FY2025, a 1.2% increase in restaurant revenue, while Retail Revenue: $141.8 million in retail revenue for Q3 FY2025, a 2.7% decrease in retail revenue.

Comparable Store Restaurant Sales: 1% growth in comparable store restaurant sales, with Comparable Store Retail Sales: Comparable store retail sales decreased 3.8%.

Menu Pricing: 4.9% menu pricing in Q3 FY2025, comprised of 1.5% carryforward pricing from FY2024 and 3.4% new pricing actions.

Average Check Growth: 6.6%, attributed to 4.9% pricing and 1.7% mix.

Off-Premise Sales: 19.1% of restaurant sales versus 18.9% in the prior year.

Commodity Inflation: 2.9%, mainly higher beef, egg, and pork prices, partially offset by produce and poultry declines.

Restaurant Cost of Goods Sold: 26.2% of restaurant sales, a 30 basis point increase compared to the prior year quarter, with Retail Cost of Goods Sold: 48.9% of retail sales, a 10 basis point decline compared to the prior year quarter

Labor and Related Expenses: 37.1% of revenue, a 70 basis point improvement compared to the prior year quarter due to pricing and productivity, offset by 1.9% wage inflation.

Adjusted EBITDA: Adjusted EBITDA was $48.1 million, or 5.9% of revenue, nearly flat to the prior year (adjusted EBITDA $47.9 million, 5.9% for Q3 FY2024).

GAAP EPS: $0.56 (GAAP). Adjusted EPS: $0.58 adjusted earnings per diluted share.

Q3 Capital Expenditures: $36.6 million in capital expenditures; Quarter-End Inventories: $168.7 million, down from $175.3 million in the prior year.

Total Debt: $489.4 million at the end of Q3 FY2025, with debt capacity increasing to $800 million via new revolver and delayed draw term loan (DDTL).

Dividend Declaration: $0.25 per share quarterly dividend, payable August 13, 2025, to holders as of July 18, 2025.

Cracker Barrel Rewards Program: Surpassed 8 million members; Over one-third of tracked sales are now attributed to loyalty members.

AI Integration: Management cited mid-single-digit lift in average revenue per loyalty member from AI-driven personalization tests.

SUMMARY

Management reported that the Campfire menu promotion drove a strong start to Q4 FY2025 but did not disclose a specific figure for ongoing comparable sales trends. Restaurant operating margins benefited from earlier labor initiatives, including the rollout of phase one back-of-house optimization, with further savings anticipated in Q4 FY2025 and into 2026. Strategic pricing actions and a positive product mix, particularly for premium menu items, continued to support sales and profitability in Q3 FY2025 despite ongoing traffic challenges. Store remodels and refreshed retail strategies were highlighted as ongoing test-and-learn initiatives, with results and future plans to be detailed in September.

Pommells said, "our G&A level in Q4 will more closely resemble the G&A level that we had in Q1 and Q2." implying less discretionary expense tightening after short-term Q3 controls.

Masino explained that direct and indirect sourcing from China exposes approximately one-third of retail products to tariffs, and noted mitigation via vendor negotiations, SKU rationalization, and pricing adjustments to address tariff impacts.

Back-of-house cost savings are included in a broader $50 million–$60 million transformation target, with further benefits expected from future process and equipment phases.

Guidance for FY2025 was raised for adjusted EBITDA to $215 million–$225 million, incorporating the $5 million adjusted EBITDA impact from tariffs, while sales expectations remained at $3.45 billion–$3.5 billion.

Masino emphasized, "we've delivered four consecutive quarters of positive comparable store restaurant sales growth." indicating sustained momentum despite macroeconomic headwinds.

INDUSTRY GLOSSARY

Delayed Draw Term Loan (DDTL): A credit facility permitting the borrower to draw funds as needed, subject to specified conditions, providing flexibility for refinancing or capital needs.

Barbell Pricing Strategy: An approach mixing high-value premium offerings and accessible lower-priced items to appeal to a broad customer base and optimize margin mix.

Campfire Meals: Cracker Barrel’s proprietary foil-wrapped signature entrée line, cited as a significant promotional driver.

Full Conference Call Transcript

Adam Hanan: Thank you. Good morning, and welcome to Cracker Barrel's Third Quarter Fiscal 2025 Conference Call and Webcast. This morning, we issued a press release announcing our third quarter results. In this press release and on this call, we will refer to non-GAAP financial measures such as adjusted EBITDA for the third quarter ended May 2, 2025. Please refer to the footnotes in our press release for further details about these metrics. The company believes these measures provide investors with an enhanced understanding of the company's financial performance. This information is not intended to be considered in isolation or as a substitute for net income or earnings per share information prepared in accordance with GAAP.

Last pages of the press release include reconciliations from the non-GAAP information to the GAAP financial measures. On the call with me this morning are Cracker Barrel's President and CEO Julie Masino and Senior Vice President and CFO Craig Pommells. Julie and Craig will provide a review of the business, financials, and outlook. We will then open up the call for questions. On this call, statements may be made by management of their beliefs and expectations regarding the company's future operating results or expected future events. These are known as forward-looking statements which involve risks and uncertainties that in many cases are beyond management's control and may cause actual results to differ materially from expectations.

We caution our listeners and readers in considering forward-looking statements and information. Many of the factors that could affect results are summarized in the cautionary description of risks and uncertainties found at the end of the press release and are described in detail in our reports that we file with or furnish to the SEC. Finally, the information shared on this call is valid as of today's date. And the company undertakes no obligation to update it except as may be required under applicable law. I'll now turn the call over to Cracker Barrel's President and CEO, Julie Masino. Julie?

Julie Masino: Good morning, and thank you for joining us. We were pleased with our third quarter performance which included positive comparable store restaurant sales for the fourth consecutive quarter and adjusted EBITDA that exceeded our expectations. These results further underscore that our transformation plan is working. I'll do a quick recap of some Q3 highlights and then speak to the exciting ways our plan is coming together in Q4. As these initiatives exemplify how we're evolving the brand by leaning into what makes Cracker Barrel great and doing so in a refined way appeals to both existing and new guests alike. We're excited about our progress, and our teams are energized. Looking back at Q3, the quarter started soft.

So we took actions to support the top line and tightly manage our expenses without limiting our ability to deliver our important fourth quarter initiatives. I'm proud of how the team responded to these challenges. Their agility, discipline, and strong ability to manage the business helped deliver a solid quarter. From a culinary perspective, our spring promotion featured two shrimp dishes. A bold Louisiana-style shrimp skillet and a comforting shrimp and grits skillet. We also expanded our pancake platform by introducing innovative new flavors and options across various price points as part of our broader barbell strategy. From an operational perspective, we remain focused on strong execution and the metrics that matter.

For example, compared to the prior year quarter, hourly turnover improved by approximately 14 percentage points and our internal net sentiment scores increased 2.3%. During the quarter, we implemented phase one of our back house optimization initiative to the full system. As a reminder, this phase is focused on process simplification to improve quality and profitability while also making jobs easier and more enjoyable. We've been pleased with the results, and employee feedback has also been very positive as team members find the new processes easier to execute. There's a lot going on that we are excited about.

Let's talk about Q4. Our Q4 work demonstrates the complementary nature of our strategic pillars and provides compelling examples of how we're bringing our strategy to life. A big focus in recent months has been our brand refinement work, which will continue to gather steam in Q4 before officially launching in August. Brand refinement means evolving our brand across all touchpoints and creating deeper, more meaningful engagement with our guests. In addition to the updated look and feel that we've been incorporating into our advertising, we are showing up authentically in places where our existing and new guests are. An example of this is our partnership with Speedway Motorsports and the success of the Cracker Barrel 400.

The NASCAR race we sponsored this past Sunday just down the road from our home office. There's strong overlap with Cracker Barrel guests and NASCAR fans, and our brands have much in common. Both are highly experiential and put country hospitality in people at the heart of everything we do. The 400 is more than a race. It marks the launch of a key partnership and throughout the summer, NASCAR fans can expect activations at Speedway Motorsports destinations across the country. The Cracker Barrel 400 was a big moment in and of itself. But it is also a piece of our overall strategy and integrated marketing campaign to promote the much-anticipated return of Campfire Meals.

We heard loud and clear from both guests and employees that they deeply missed these unique and delicious foil-wrapped meals that are packed with hearty proteins, seasoned vegetables, and a rich broth. We brought them back for the first time since 2018 and made them even better. We've elevated the flavors, improved the quality, and made them easier for the kitchen to execute. In addition to the returning favorites of beef and chicken, we've added a new shrimp and andouille sausage offering starting at the great value price point of $10.99. To support Campfire, we've invested in advertising.

And our integrated marketing campaign also reflects our ongoing brand refinements including a refreshed look and feel that showcases the quality and appeal of our delicious food. We're also evolving how we show up in social media and are working with creators to tap into conversations as part of our efforts to connect authentically with our guests.

Cracker Barrel Rewards is another way we're deepening our engagement with guests and driving frequency. To jumpstart the Campfire menu promotion and reward our loyalty members, we gave them early access to our new decadent S'mores Brownie Skillet and will continue to give early access to provide value to our members. We recently achieved our fiscal 2025 year target of acquiring 8 million members. And over one-third of tracked sales are now associated with loyalty members. Cracker Barrel Rewards continues to deliver incremental sales and traffic. And looking ahead, we're focused on enhancing our personalization capabilities to further drive incrementality. As a part of this, we've been testing advanced personalization for Cracker Barrel Rewards using an AI-driven learning model.

We are encouraged by the results, as it's driven a mid-single-digit lift in average revenue per member compared to control. We're also using AI in other ways as part of our broader efforts to improve efficiency and effectiveness by leveraging technology. Our traffic forecasting utilizes machine learning, which has improved accuracy at the store level and enhanced our ability to manage labor. Our entry filter for guest relations, or kind of how we triage inbounds, is powered by AI, which speeds up time to resolution and more quickly puts guests in touch with a live representative. And finally, we're using machine learning to bolster our cybersecurity.

These are just a few examples, and we continue to evaluate opportunities to incorporate AI-based technology into our toolkit to positively impact the business.

Before turning it over to Craig, I'd like to comment on the tariff situation. For context, approximately one-third of our retail products are sourced directly from vendors in China. In addition to this direct exposure, we also have indirect exposure related to product that we purchased through domestic vendors that is also sourced from China. Our approach to mitigate the tariff impacts includes first, aggressively negotiating with vendors, second, alternate sourcing, and third, pricing.

As we have mentioned, we have been in the process of updating our retail strategy and we are also accelerating initiatives from this such as rationalizing SKUs, reducing the number of seasonal themes, adjusting our seasonal promotional strategy, All of these will also help mitigate the impact of tariffs. The situation remains dynamic, we intend to provide more specifics in September when we report Q4 earnings and share our fiscal year 2026 guidance, at which time we expect to have a higher degree of certainty on the net impacts related to tariffs and the timing of our mitigation efforts. I want to wrap up my prepared remarks with a few key points.

First, we acknowledge that there's a lot going on in the macroeconomic environment but our teams are keenly focused on executing the business today and transforming for the future. Second, we're leaning into what guests love about Cracker Barrel, and we're evolving to drive our business forward. Our Q4 initiatives are a great example of this. And there's much more to come. Third, guests are choosing us. And we've delivered four consecutive quarters of positive comparable store restaurant sales growth. Because of this momentum, we were able again to raise our guidance and Q4 is off to a strong start.

Finally, as a reminder, all of this work is anchored on our three business imperatives of driving relevancy, which is market share, delivering food and experiences guests love, and growing profitability. We remain confident in our plan and our ability to execute. And achieving these imperatives will drive significant long-term value creation. I'll now turn it over to Craig to review our financials and provide our outlook.

Craig Pommells: Thank you, Julie, and good morning, everyone. We're now three quarters into our fiscal year, and we continue to make progress against our transformation plan. Although traffic started soft in February, we saw improving trends in March and into April, which also benefited from a strong Easter. Overall, our third quarter performance exceeded our expectations and allowed us to raise our annual guidance. For Q3, we reported total revenue of $821.1 million, which was up 0.5% from the prior year quarter. Restaurant revenue increased 1.2% to $679.3 million and retail revenue decreased 2.7% to $141.8 million. Comparable store restaurant sales grew by 1%, while comparable store retail sales decreased by 3.8%. Pricing for the quarter was approximately 4.9%.

Our quarterly pricing consisted of 1.5% carry forward pricing from fiscal 2024 and 3.4% new pricing from fiscal 2025. Off-premise sales were 19.1% of restaurant sales, compared to 18.9% in the prior year.

Moving on to our third quarter expenses, total cost of goods sold in the quarter was 30.1% of total revenue versus 30% in the prior year. Restaurant cost of goods sold was 26.2% of restaurant sales versus 25.9% in the prior year. This 30 basis point increase was primarily driven by menu mix and commodity inflation partially offset by menu pricing. Commodity inflation was approximately 2.9%, driven principally by higher beef, egg, and pork prices partially offset by lower produce and poultry prices. As we discussed on the last earnings call, although we are fully contracted on egg prices, one of our vendors lost capacity due to an avian influenza outbreak.

And as a result, we had to purchase some eggs on the spot market during the quarter. However, egg prices moderated which reduced the overall cost impact. Retail cost of goods sold was 48.9% of retail sales versus 49% in the prior year. This 10 basis point decrease was primarily driven by higher vendor allowances, partially offset by higher markdowns. Our inventories at quarter-end were $168.7 million compared to $175.3 million in the prior year. Labor and related expenses were 37.1% of revenue compared to 37.8% in the prior year. This 70 basis point decrease was primarily driven by menu pricing and improved productivity, partially offset by wage inflation of approximately 1.9%.

One of the drivers of our improved productivity was our back of house optimization initiative. We rolled this out early in the quarter and we are pleased that we are achieving our savings targets. Other operating expenses were 25.3% of revenue compared to 24.5% in the prior year. This 80 basis point increase was primarily driven by higher advertising expense and higher depreciation. General and administrative expenses were 5.6% of revenue compared to adjusted general and administrative expenses of 5.4% in the prior year. This 20 basis point increase was primarily driven by investments to support our strategic transformation initiative. Net interest expense was $5 million compared to net interest expense of $5.2 million in the prior year.

This decrease was primarily the result of lower average interest rates, partially offset by higher debt levels. Our GAAP income taxes were a $2.7 million credit flowing from GAAP earnings before taxes. Adjusted income taxes were a $2.5 million credit. GAAP earnings per diluted share were $0.56, and adjusted earnings per diluted share were $0.58. Adjusted EBITDA was $48.1 million or 5.9% of total revenue compared to $47.9 million or 5.9% of total revenue in the prior year.

Now, turning to capital allocation and our balance sheet. In the third quarter, we invested $36.6 million in capital expenditures. We ended the quarter with $489.4 million in total debt. As we disclosed in May, we updated our revolver and added additional debt capacity through a delayed draw term loan or DDTL. The combination of the new revolver and the DDTL increases our debt capacity to $800 million compared to $700 million under the previous revolver, and provides flexibility to execute our plans, including the refinancing of our $300 million convertible loan that matures in June of 2026.

Lastly, as announced in today's press release, the Board declared a quarterly dividend of $0.25 per share payable on August 13, 2025, to shareholders of record on July 18, 2025.

Now moving to our outlook. As we move into the final quarter of the first year of our transformation plan, we are pleased with the progress that we're making, as evidenced by our results. And we're encouraged by the strong start to Q4 driven by our Campfire promotion. Additionally, our teams have done an excellent job working to mitigate the impact of tariffs. We anticipate the net tariff impact to Q4 EBITDA will be approximately $5 million. And as Julie stated, we will have more to share in September on the impact for fiscal 2026.

Turning to our guidance for fiscal 2025, we expect the following. Total revenue of $3.45 billion to $3.5 billion, pricing of approximately 5%. Commodity inflation in the mid-2% range and hourly wage inflation in the mid-2% range. We increased our EBITDA outlook and now anticipate full-year adjusted EBITDA of approximately $215 million to $225 million, which includes the previously mentioned $5 million tariff impact. We expect a full-year GAAP effective tax rate of negative 17% to negative 11%, and an adjusted effective tax rate of negative 6% to 0%. Lastly, we anticipate capital expenditures of approximately $160 million to $170 million. In closing, we continue to make great progress.

We remain confident in our plans and are focused on delivering a strong finish to fiscal 2025, to set us up for an important fiscal 2026. With that, I'll now turn the call over to the operator for questions.

Operator: Ladies and gentlemen, at this time, we'll begin the question and answer session. To ask a question, you may press star and then 1 using a touch tone telephone. To withdraw your questions, you may press star and 2. If you are using a speakerphone, we do ask that you please pick up the handset prior to pressing the keys to ensure the best sound quality. Once again, that is star and then 1. To join the question queue. Our first question today comes from Jeff Farmer from Gordon Haskett. Please go ahead with your question.

Jeff Farmer: Thanks, and good morning. You guys noted that Q4 is off to a strong start, but what does that mean in the context of the plus 1% restaurant same store sales number that you reported in Q3?

Craig Pommells: Hi, Jeff. I can start on that one. And yeah, we're definitely seeing improving trends as we have kind of gone through Q3 and into Q4. So our third quarter, as we noted on the last call, February started out a bit challenged as a result of both weather and some consumer uncertainty. Then we saw improvements into March and into April. And then we're particularly pleased that improvement continued further into Q4. So we're not giving an exact number other than to say that we're pleased with the Campfire promotion and it's resonating with guests.

Jeff Farmer: Okay. And then just a quick follow-up. Again, you mentioned tightly managing expenses in Q3. Can you just provide a little bit more detail on what you were doing there on the expense line?

Craig Pommells: Absolutely. I'll take that one as well. Yes. So given that Q3 started out challenged, in February in particular, we timed expenses in a number of areas, particularly around G&A. There were some discretionary items in terms of projects that we were able to adjust. And just generally, in discretionary areas, reduced our expense. So as we think about G&A, we would expect that our G&A level in Q4 will more closely resemble the G&A level that we had in Q1 and Q2. But that also includes the Q4 number will also include some of the shifts that we did with projects out of Q3.

So some G&A tightening in Q3 and Q4 inclusive of all of that will be more in line with Q1 and Q2.

Operator: Our next question comes from Todd Brooks from The Benchmark Company. Please go ahead with your question.

Todd Brooks: Hey, thanks for taking my questions. Following up on Jeff's last question, Craig, as you start to think about you gave us a framework for Q4 G&A, but there's also some catch-up in there. So how do we think about as we're looking to the out year? G&A as a percent of sales relative to the levels that you'll see in Q4 that you saw in the first half of this year?

Craig Pommells: Hi, Todd. I think we all need to—we'll give some more color on that into on the September call. I mean, keep in mind, we've shared before that fiscal '25 is an investment year. And our intention is as we work through the transformation plan, that G&A will return to a percent of sales will return to closer to its historical levels. And we'll give some more color on that in September.

Todd Brooks: Okay, great. And then two questions on pricing. Can you share—you gave us what the pricing was in fiscal Q3, but can you tell us what average check was or maybe size what mix benefit or drag may have been in the quarter? And then the second question on pricing. I think you talked about using 5% now in the fiscal fourth quarter. I think prior you were talking about 4%. Is that reflective of an element of pricing that needed to be taken to help offset the $5 million in tariff pressure?

Craig Pommells: Thanks. Todd, I'll start with the second part first. Really, our pricing guidance on is we're providing annual guidance in that regard, and it's essentially unchanged from what we said before, which is the approximately 5%. Then in terms of the overall check dynamic, the check was up 6.6% for the quarter. That includes 4.9% of pricing. 1.7% of mix. So a couple encouraging things there—you know, in on past calls, we've talked a lot about the barbell pricing strategy and just kind of the data-driven approach to pricing.

And so we're really pleased that we're able to continue to see our pricing flow through and also continue to deliver that positive mix, which really benefits from a lot of the items that were added to the top of the barbell. We have the steak and shrimp entrée and the pot roast and the hash brown casserole shepherd's pie. So those items have really worked hard for us and the flow through on the price also continues to demonstrate that the pricing strategy continues to work well for us.

Todd Brooks: And one follow-up, and then I'll jump back in queue. You talked about the success of Campfire across quarter to date. If we're thinking about the mix impact of Campfire, if it's performing very strongly, are you anticipating as strong of a mix result in the fourth quarter? Or how should we be thinking about mix?

Craig Pommells: I think as we move into Q4, we're going to start to comp on more favorable mix from the prior year. So we would expect that our mix contribution will moderate some as we move into Q4 in part as a function of what we're comping on.

Operator: Our next question comes from Jake Bartlett from Truist Securities. Please go ahead with your question.

Jake Bartlett: Great. Thanks for taking my questions. My first was on guidance. And Craig, I'm wondering, you raised your EBITDA guidance but kept your sales guidance. I think there's an—you mentioned an incremental $5 million headwind from tariffs. So what are the—what has changed or what are the drivers of improved outlook for margins versus the sustained outlook for sales?

Craig Pommells: Yes, we continue to be—we're pleased on a number of fronts. We talked a little bit about the menu mix and the benefits of that. We continue to be pleased with the gains that we're seeing on labor. As an example, we have the labor wage inflation is benefiting from some of the improvements that we've made across the business, things like turnover, the back of house initiative rolled out in the third quarter. But embedded in that were we had some training costs and so on, so as we move into Q4, we'll get more of a full benefit from that into Q4.

So a number of the initiatives that we've been working on over the year are kind of starting to come to life in Q4, and we're excited about the progress there. In spite of a bit of a challenging backdrop, we think we're making good progress.

Jake Bartlett: Okay. So it sounds like you're getting more labor leverage or some of those initiatives is offsetting the pressure you're expecting from the tariffs?

Craig Pommells: There are a lot of moving pieces there. The tariffs are a $5 million headwind for sure. But again, with the tariffs, we didn't plan for them at the beginning of the year; it's relatively new. We've been working on it here for quite a few months, and the team has done a great job with that. But we also have a little bit of favorability in Q4 versus our prior thinking related to eggs. So that's a little bit of a partial offset to some of the headwinds from tariffs.

But I think the underlying structural improvement kind of goes along with what Julie has been talking about here as a part of the transformation plan, which is year one is a test and learn investment year. And we are bringing out to life now a lot of the things that we've been testing and learning and investing in, and so you're starting to see the benefit of the broader strategic work come to life. In particular as it relates to labor in this case.

Jake Bartlett: Okay. And then, another question on the tariffs, the $5 million impact that you're seeing. Given your turnover of inventory, I would have expected the real impact to start a little bit later and so not actually to hit much of the fourth quarter. So how do we think of that $5 million impact? Is that directly, or are your costs fully impacted by tariffs at this point in the fourth quarter? What are the mitigating—efforts? What are they? Are there any in place in the fourth quarter? For instance, are you increasing retail prices to help offset the tariffs? Are you shifting away from the China supply? What are you doing in the fourth quarter?

And should we think of—is it fair to think of that $5 million as a good run rate as we think about 2026, so $20 million for the year? Or is it just way too early to tell at this point?

Julie Masino: Jake, I'll start and then I'll let Craig jump in, because I'm sure I won't get all of that. It's an excellent question. Right? So let me back up a little bit, right? The teams have been thinking about tariffs for months. This is a topic on the campaign trail. And frankly, we have been working on a similar transformation for the retail business that we've been doing on the restaurant side. So really relooking at the strategy there. What are the pieces of the business that require a little bit of reinvention and what will that look like?

And so thinking about that strategy and where we're going, there have been a couple of key things that the tariff situation have actually enabled us to accelerate. One of the key tenets of what we're looking at from a retail strategy is the number of SKUs that we have, the number of themes that we have, and the timing of when they hit the floor. We've been known to put Christmas and Halloween out quite early, and so we're readjusting some of that timing to really be more in time with where consumer needs state and demand is. And so we've got a lot of moving pieces while this tariff thing is coming in.

So the team has been really working for a while now on rationalizing SKUs, thinking about those themes, thinking about the timing, and moving all of those pieces. Now specifically against the way tariffs are at the moment, and remember, ninety days ago when we were sitting here, it looked really different than where we're sitting today. And time continues to be a very big factor in all of this. But we actually have to keep going because we have a business to run. So the teams are really working with vendors. Our vendor partners have been tremendous through this exercise. We've been able to negotiate with them. They're negotiating with their factories. We've been alternate sourcing for a while.

Are there different parts of the world where some of these goods can come from? And then as a last lever and look, pricing is an option. But we're being very thoughtful about pricing because this business is discretionary. And we know from work that we've done around the transformation that value is important in this business just like it is in our restaurant business. So we'll have more to share about how to think about 2026 in tariffs in September, because we'll present our annual guidance. And Jake will go like a couple clicks deeper on it at that point in time.

But know that the teams are really working as we push our strategy forward, absorb this tariff situation, and continue to just check and adjust against it. I'm actually very pleased about how we've been able to absorb the impact so far here in fiscal 2025 and what that looks like as we move forward. I don't know, Craig, if there's anything you would add.

Craig Pommells: No. I think that's right. The team's doing a really good job at it. It's dynamic, and they continue to adjust. Maybe one thing to just consider is there's an average inventory turn in there, some things that are turning faster, and some things are a little bit longer. And then there are decisions that we're making now that are kind of in anticipation of the tariff impact in the future. Yeah. So the big takeaway for us is while that's out there, the team has been working on this for months. They've made great progress, and we anticipate even more progress.

Operator: Our next question comes from Brian Mullan from Piper Sandler. Please go ahead with your question.

Brian Mullan: Thank you. Question back to phase one of the back of the house optimization initiative. You know, just understanding the benefits are probably only just starting now in fiscal Q4. Can you just talk about or help us understand, do you anticipate a permanent reduction in labor hours in the back of the house as a result of the fees? And do those fall to the bottom line, or do those get maybe reinvested into another area of the business? And then related to that, I think there's a phase two and then a phase three that we will see over the next couple of years.

Can you remind us what those phases are related to and when you transition into the second phase?

Julie Masino: Thank you. Sure. Brian, I'll start, and then I'll let Craig handle a couple of the specifics there on the movement of the savings. The goal, remember, of this entire work stream is to improve the quality of our food because we're mainly a restaurant business and make sure that we're always serving our delicious scratch-made food. But making it easier for the teams to do that consistently and making the jobs more enjoyable. We've got a lot of processes in the back of house that haven't changed a lot in a long time. And so that's really the genesis of this work.

As we got into it, as part of the transformation agenda, we've broken this work into three phases. So this first phase that we launched in Q3—you're right to think that not all of the benefit is there, I'll let Craig talk about that in a moment. The first phase is really focused on some of those processes and changing the way that we actually make the food to improve the quality and make the jobs easier. So that's kind of phase one.

Phase two is about how do we take that even further by bringing in some ingredients that are already like pre-chopped and pre-sliced and things like that, because today we do all of that by hand, or most of it by hand. And then phase three is, gosh, equipment has changed so much in the last few decades. Are there equipment solutions that would also make it easier for our cooks and our prep cooks to do their work easier. Those three phases will phase out over the remaining years of the transformation. This Phase one, I'll let Craig talk about how it's flowing through, but we're real pleased so far with the early days of this.

Craig Pommells: Yeah, I'll take the second part of that. We do expect the back of house initiative to flow through. Again, we didn't get the full benefit of that in Q3, because there were some learning curve training and so on. We do expect more of a benefit in Q4 and into 2026. We've talked a lot about 2025 being an investment year and a test and learn year. We do expect to get the benefit of this initiative on a more of a run-rate basis as we finish up Q4 and into fiscal 2026. It's really a part of that broader $50 million to $60 million cost save that we've talked about.

Now as we go into back of house phase two, we'll see—we expect to see some overall benefit to our total prime cost. But you might end up with a little bit of shift between buckets there. But a part of the plan here is to in a more permanent way, improve the ease of operating the back of house, and the consistency and the quality as well as the cost in a permanent structural way.

Brian Mullan: Thank you. That's great color. And then I just want to ask about the remodeling initiative. You've called fiscal 2025 a test and learn year. So can you just talk about what you've learned thus far this year in terms of the different approaches you've taken with some of the projects? And if you'd be willing to talk about your plans for fiscal 2026 or how you're thinking about any number of stores or maybe CapEx?

Julie Masino: It's never a call until somebody asks us about remodels. So thanks for the question, Brian. You know, as we've discussed, this has really been a year of testing and learning. We really are saving kind of this topic for September. So we will talk a lot about it in September, really what we've learned in this year and what we continue to learn because honestly, we're not done learning. We are really continuing to transform the organization to be one that's more agile and really to just continuously learn and improve as we go forward.

We launched a new version of a remodel Remember, we've got 20 remodels and 20 refreshes that, as of right now, are complete in the system. We continue to be really pleased with what we're learning there, the impact that it's having on the system, Employees have given us great feedback about working in those newly remodeled and refreshed stores and guests tell us they're lighter, brighter, more welcoming and they're enjoying them as well. But at April, we launched a new version of a remodel as well. It's early, early days of that. We're very pleased with the early results of that. We've taken retail into a different way in this remodel as well.

So there's just a lot to learn. As you can imagine, it's only been 30 days of that. That's why we want to wait and have the conversation in September. Talk about how it's informing our '26 and beyond plan and really what we've learned to date as we continue to learn on this topic.

Operator: And our next question comes from Sara Senatore from Bank of America. Please go ahead with your question.

Sara Senatore: Oh, thank you. I wanted to go back to the sort of traffic trends. I know that you said they started off soft in February and then improved. But I guess, as you think about all these initiatives, you said consumers or customers are choosing Cracker Barrel, but the traffic is still pretty negative. So I guess maybe you could help me understand, is this kind of a process where there are certain kinds of transactions that you're intentionally perhaps losing and then in lieu of that, you're getting perhaps some more profitable transactions at the higher end of the barbell. And then with respect to any kind of color on the trends across demographic groups?

I know last quarter you said you were seeing some better performance among 55 and up consumers. So does that continue? And does that say anything about the efficacy of some of the traffic-driving initiatives? Thanks.

Craig Pommells: Hi Sara, it's Craig. I'll start, and I think Julie and I will share this one. I think the thing I would keep in mind on the traffic for the quarter is there are pretty sizable differences in terms of, you know, let's say, February versus April. I would just keep that in mind. February was particularly challenged. The weather was tough. The macro uncertainty, there was a lot of news. It was elevated, but we've been pleased with the progress throughout the quarter. We've been pleased with the way that the fourth quarter has started.

So we—you know, what we're—the work that we're doing here is really about bringing Cracker Barrel back to, you know, to profitability growth, and that includes traffic. We think even though the overall quarter was challenged from a traffic perspective, we think the underlying trend is something that we're happy with.

In terms of the demographic trends, I would say it was pretty steady. There wasn't a big standout across the entire quarter. Our over-55 cohorts performed similarly to our under-55 cohorts. Our over $60k income cohort performed similarly to our under 60. I think the takeaway for us on the quarter is more about how the quarter developed and how fourth quarter has started. No, I think that's right.

Julie Masino: I think remember, we said this is an investment year and this is a three-year plan and it's not going to be a straight line. There's going to be some bumps along the way, some of which you can anticipate, some of which you can't. I don't think anybody thought macros would do what they did in February or that the weather would be as bad as it was on top of that. So I'm real pleased with how we have actually managed through this quarter given some of those real strong headwinds at the beginning of the quarter.

Then to Craig's point, I think, Sara, we continue to be very optimistic and confident in the long-term trends that we're seeing underneath the business. So I think Q3 is a little bit of a speed bump in kind of what's been a good year for us so far in terms of changing those trends and bending the curves that we need to bend. To keep this transformation on track and take the brand where it needs to go long term. Thank you.

Operator: And ladies and gentlemen, with that, we'll be concluding today's question and answer session. I'd like to turn the floor back over to Julie Masino for closing remarks.

Julie Masino: Thank you. I want to start with a huge thank you to the teams in our 658 stores who bring the Cracker Barrel country hospitality to life every day for our guests. The executive team, the board, and I really appreciate your smiles and hard work in what was, I know, a difficult quarter. And to everyone else on the call today, thank you for joining us. Our plan is working and we are excited about what's ahead. We appreciate your interest in the brand and we look forward to giving you our next update in September.

Operator: Ladies and gentlemen, that does conclude today's conference call and presentation. We do thank you for joining. You may now disconnect your lines.

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