Emissions Trading – Page 33

MIL-OSI: EZCORP Reports First Quarter Fiscal 2025 Results

Source: GlobeNewswire (MIL-OSI)

AUSTIN, Texas, Feb. 05, 2025 (GLOBE NEWSWIRE) — EZCORP, Inc. (NASDAQ: EZPW), a leading provider of pawn transactions in the United States and Latin America, today announced results for its first quarter ended December 31, 2024.

Unless otherwise noted, all amounts in this release are in conformity with U.S. generally accepted accounting principles (“GAAP”) and comparisons shown are to the same period in the prior year.

FIRST QUARTER HIGHLIGHTS

Pawn loans outstanding (PLO) up 13% to $274.8 million.

Net income increased 9% to $31.0 million. On an adjusted basis¹, net income increased 14% to $32.6 million.

Diluted earnings per share increased 11% to $0.40. On an adjusted basis, diluted earnings per share increased 17% to $0.42.

Adjusted EBITDA increased 12% to $53.0 million.

Total revenues increased 7% to $320.2 million, while gross profit increased 7% to $185.4 million.

CEO COMMENTARY AND OUTLOOK

Lachie Given, Chief Executive Officer, stated, “Fiscal 2025 is off to a strong start as we build on our momentum from 2024. Customer demand for immediate cash solutions and high quality, cost-effective secondhand goods remains high, as reflected by another quarter of record revenues and PLO. We also continued to drive meaningful improvements to our bottom line and deliver on the operating leverage inherent in our business, with adjusted EBITDA increasing 12% and adjusted diluted EPS increasing 17%.

“Our consistent performance across geographies underscores the strength of our operations and customer-focused strategy. In the U.S., PLO grew 15%, driven by strong loan demand and higher average loan size. In Latin America, PLO rose 19% on a constant currency basis, with revenues up 18%, reflecting robust customer demand for loans and secondhand goods, as well as our outstanding customer service. Our EZ+ Rewards program also continues to perform exceptionally well, which accounted for 77% of all transacting customers. These results demonstrate the momentum we are gaining across markets and the success of our strategic initiatives.”

“We are proud of the solid foundation we have built, which will enable us to continue driving growth both organically and through strategic M&A. Looking ahead, we plan to continue delivering exceptional service to our customers and enhancing value for our shareholders. We remain deeply committed to our core values of People, Pawn and Passion, and believe we are very well-positioned to deliver another record year of performance in fiscal 2025,” concluded Given.

CONSOLIDATED RESULTS

Three Months Ended December 31	As Reported				Adjusted¹
in millions, except per share amounts	2024		2023		2024		2023

Total revenues	$	320.2	$	300.0	$	329.7	$	300.0
Gross profit	$	185.4	$	172.6	$	190.2	$	172.6
Income before tax	$	41.4	$	37.7	$	43.4	$	37.8
Net income	$	31.0	$	28.5	$	32.6	$	28.6
Diluted earnings per share	$	0.40	$	0.36	$	0.42	$	0.36
EBITDA (non-GAAP measure)	$	50.8	$	47.1	$	53.0	$	47.2

PLO increased 13% to $274.8 million, up $31.6 million. On a same-store² basis, PLO increased 12% due to increase in average loan size, continued strong pawn demand and improved operational performance.

Total revenues and gross profit increased 7%, reflecting improved pawn service charge (PSC) revenues as a result of higher average PLO in addition to higher merchandise sales and merchandise sales gross profit.

PSC increased 10% as a result of higher average PLO.

Merchandise sales gross margin remains within our target range at 35%, down from 36%. Aged general merchandise was 2.1% of total general merchandise inventory.

Net inventory increased 21%, due to the increase in PLO and decrease in inventory turnover to 2.7x, from 3.0x.

Store expenses increased 5% and 3% on a same-store basis.

General and administrative expenses increased 13%, primarily due to labor (including incentive compensation) and, to a lesser extent, ongoing support costs related to Workday.

Income before taxes was $41.4 million, up 10% from $37.7 million, and adjusted EBITDA increased 12% to $53.0 million.

Diluted earnings per share increased 11% to $0.40. On an adjusted basis, diluted earnings per share increased 17% to $0.42.

Cash and cash equivalents at the end of the quarter was $174.5 million, up from $170.5 million as of September 30, 2024. The increase was primarily due to cash from operating activities, partially offset by increase in earning assets, capital expenditures, taxes paid related to net share settlement of equity awards and share repurchases.

SEGMENT RESULTS

U.S. Pawn

PLO ended the quarter at $220.2 million, up 15% on a total and same-store basis due to increase in average loan size, increased loan demand and improved operational performance.

Total revenues increased 7% and gross profit increased 9%, reflecting higher PSC and merchandise sales.

PSC increased 11% as a result of higher average PLO.

Merchandise sales increased 3%, and gross margin was flat at 37%. Aged general merchandise increased to 2.6%, or $1.2 million of total general merchandise inventory. Excluding our three Max Pawn luxury stores in Las Vegas, aged general merchandise was 1%.

Net inventory increased 17%, in line with the growth in PLO. Inventory turnover decreased to 2.5x, from 2.7x.

Store expenses increased 8% (5% on a same-store basis), primarily due to labor costs (including higher health benefits) supporting more store activity, offset by a decrease in expenses related to our loyalty program.

Segment contribution increased 11% to $52.9 million.

During the quarter, segment store count remained at 542.

Latin America Pawn

PLO improved to $54.6 million, up 4% (19% on constant currency basis). On a same-store basis, PLO increased 2% (17% on a constant currency basis) due to improved operational performance and increased loan demand.

Total revenues were up 7% (18% on constant currency basis), and gross profit increased 4% (14% on a constant currency basis), mainly due to increased PSC and higher merchandise sales.

PSC increased to $29.2 million, up 7% (17% on a constant currency basis) as a result of higher average PLO.

Merchandise sales increased 7% (19% on constant currency basis) and merchandise sales gross margin decreased to 30% from 32%. Aged general merchandise decreased to 1.4% from 1.6% of total general merchandise inventory.

Net inventory increased 35% (57% on a constant currency basis) due to increase in PLO and decrease in inventory turnover to 3.1x, from 3.8x.

Store expenses were flat (11% increase on a constant currency basis) and on a same-store basis decreased 2% (9% increase on a constant currency basis), primarily due to labor and rent.

Segment contribution increased 14% to $11.6 million (24% on a constant currency basis). On an adjusted basis, segment contribution was up 22% to $12.5 million.

During the quarter, segment store count increased by four de novo stores to 741.

FORM 10-Q

EZCORP’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2024 has been filed with the Securities and Exchange Commission. The report is available in the Investor Relations section of the Company’s website at http://investors.ezcorp.com. EZCORP shareholders may obtain a paper copy of the report, free of charge, by sending a request to the investor relations contact below.

CONFERENCE CALL
EZCORP will host a conference call on Thursday, February 6, 2025, at 8:00 am Central Time to discuss First Quarter Fiscal 2025 results. Analysts and institutional investors may participate on the conference call by registering online at https://register.vevent.com/register/BI86f9072cf4c447ae86954e0a22daa957. Once registered you will receive the dial-in details with a unique PIN to join the call. The conference call will be webcast simultaneously to the public through this link: http://investors.ezcorp.com. A replay of the conference call will be available online at http://investors.ezcorp.com shortly after the end of the call.

ABOUT EZCORP

Formed in 1989, EZCORP has grown into a leading provider of pawn transactions in the United States and Latin America. We also sell pre-owned and recycled merchandise, primarily collateral forfeited from pawn lending operations and merchandise purchased from customers. We are dedicated to satisfying the short-term cash needs of consumers who are both cash and credit constrained, focusing on an industry-leading customer experience. EZCORP is traded on NASDAQ under the symbol EZPW and is a member of the S&P 1000 Index and Nasdaq Composite Index.

Follow us on social media:

Facebook EZPAWN Official https://www.facebook.com/EZPAWN/

EZCORP Instagram Official https://www.instagram.com/ezcorp_official/

EZPAWN Instagram Official https://www.instagram.com/ezpawnofficial/

EZCORP LinkedIn https://www.linkedin.com/company/ezcorp/

FORWARD LOOKING STATEMENTS

This announcement contains certain forward-looking statements regarding the Company’s strategy, initiatives and expected performance. These statements are based on the Company’s current expectations as to the outcome and timing of future events. All statements, other than statements of historical facts, including all statements regarding the Company’s strategy, initiatives and future performance, that address activities or results that the Company plans, expects, believes, projects, estimates or anticipates, will, should or may occur in the future, including future financial or operating results, are forward-looking statements. Actual results for future periods may differ materially from those expressed or implied by these forward-looking statements due to a number of uncertainties and other factors, including operating risks, liquidity risks, legislative or regulatory developments, market factors, current or future litigation and risks associated with the COVID-19 pandemic. For a discussion of these and other factors affecting the Company’s business and prospects, see the Company’s annual, quarterly and other reports filed with the Securities and Exchange Commission. The Company undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time.

Contact:
Email: Investor_Relations@ezcorp.com
Phone: (512) 314-2220

Note: Percentages are calculated from the underlying numbers in thousands and, as a result, may not agree to the percentages calculated from numbers in millions. Numbers may not foot or cross foot due to rounding.
¹“Adjusted” basis, which is a non-GAAP measure, excludes certain items. “Constant currency” basis, which is a non-GAAP measure, excludes the impact of foreign currency exchange rate fluctuations. For additional information about these calculations, as well as a reconciliation to the most comparable GAAP financial measures, see “Non-GAAP Financial Information” at the end of this release.
²“Same-store” basis, which is a financial measure, includes stores open the entirety of the comparable periods.


EZCORP, Inc. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

	Three Months Ended December 31,
(in thousands, except per share amounts)	2024			2023
Revenues:
Merchandise sales	$	186,343		$	179,403
Jewelry scrapping sales		16,732			14,082
Pawn service charges		117,052			106,449
Other revenues		43			57
Total revenues		320,170			299,991
Merchandise cost of goods sold		121,824			115,210
Jewelry scrapping cost of goods sold		12,942			12,208
Gross profit		185,404			172,573
Operating expenses:
Store expenses		116,451			110,555
General and administrative		18,669			16,543
Depreciation and amortization		8,335			8,565
Loss (gain) on sale or disposal of assets and other		8			(172	)
Total operating expenses		143,463			135,491
Operating income		41,941			37,082
Interest expense		3,147			3,440
Interest income		(2,093	)		(2,639	)
Equity in net income of unconsolidated affiliates		(1,475	)		(1,153	)
Other expense (income)		978			(271	)
Income before income taxes		41,384			37,705
Income tax expense		10,368			9,235
Net income	$	31,016		$	28,470

Basic earnings per share	$	0.57		$	0.52
Diluted earnings per share	$	0.40		$	0.36

Weighted-average basic shares outstanding		54,827			55,076
Weighted-average diluted shares outstanding		83,347			86,812

EZCORP, Inc. CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

(in thousands, except share and per share amounts)	December 31, 2024			December 31, 2023			September 30, 2024

Assets:
Current assets:
Cash and cash equivalents	$	174,506		$	218,516		$	170,513
Restricted cash		9,386			8,470			9,294
Pawn loans		274,824			243,252			274,084
Pawn service charges receivable, net		45,198			40,002			44,013
Inventory, net		199,481			164,927			191,923
Prepaid expenses and other current assets		36,562			44,001			39,171
Total current assets		739,957			719,168			728,998
Investments in unconsolidated affiliates		13,555			10,125			13,329
Other investments		51,903			51,220			51,900
Property and equipment, net		63,231			68,998			65,973
Right-of-use assets, net		227,810			231,103			226,602
Goodwill		304,722			303,799			306,478
Intangible assets, net		57,093			56,977			58,451
Deferred tax asset, net		24,990			25,984			25,362
Other assets, net		15,872			13,819			16,144
Total assets	$	1,499,133		$	1,481,193		$	1,493,237

Liabilities and equity:
Current liabilities:
Current maturities of long-term debt, net	$	103,205		$	34,307		$	103,072
Accounts payable, accrued expenses and other current liabilities		68,682			69,386			85,737
Customer layaway deposits		24,216			18,324			21,570
Operating lease liabilities, current		57,900			57,980			58,998
Total current liabilities		254,003			179,997			269,377
Long-term debt, net		224,505			326,223			224,256
Deferred tax liability, net		2,186			372			2,080
Operating lease liabilities		182,228			188,475			180,616
Other long-term liabilities		12,317			11,243			12,337
Total liabilities		675,239			706,310			688,666
Commitments and contingencies
Stockholders’ equity:
Class A Non-voting Common Stock, par value $0.01 per share; shares authorized: 100 million; issued and outstanding: 52,050,550 as of December 31, 2024; 52,272,594 as of December 31, 2023; and 51,582,698 as of September 30, 2024		520			523			516
Class B Voting Common Stock, convertible, par value $0.01 per share; shares authorized: 3 million; issued and outstanding: 2,970,171		30			30			30
Additional paid-in capital		345,783			343,870			348,366
Retained earnings		536,427			457,929			507,206
Accumulated other comprehensive loss		(58,866	)		(27,469	)		(51,547	)
Total equity		823,894			774,883			804,571
Total liabilities and equity	$	1,499,133		$	1,481,193		$	1,493,237

EZCORP, Inc. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

	Three Months Ended December 31,
(in thousands)	2024			2023

Operating activities:
Net income	$	31,016		$	28,470
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		8,335			8,565
Amortization of debt discount and deferred financing costs		382			417
Non-cash lease expense		14,421			14,744
Deferred income taxes		478			345
Other adjustments		(617	)		(857	)
Provision for inventory reserve		59			(156	)
Stock compensation expense		2,597			2,264
Equity in net income from investment in unconsolidated affiliates		(1,475	)		(1,153	)
Changes in operating assets and liabilities, net of business acquisitions:
Pawn service charges receivable		(1,368	)		(1,000	)
Inventory		(2,384	)		2,066
Prepaid expenses, other current assets and other assets		1,375			(5,823	)
Accounts payable, accrued expenses and other liabilities		(38,737	)		(33,991	)
Customer layaway deposits		2,909			(719	)
Income taxes		9,000			8,309
Net cash provided by operating activities		25,991			21,481
Investing activities:
Loans made		(247,225	)		(216,978	)
Loans repaid		135,190			123,021
Recovery of pawn loan principal through sale of forfeited collateral		101,850			98,209
Capital expenditures, net		(5,609	)		(7,184	)
Investment in other investments		—			(15,000	)
Dividends from unconsolidated affiliates		1,902			1,745
Other		(148	)		(677	)
Net cash used in investing activities		(14,040	)		(16,864	)
Financing activities:
Taxes paid related to net share settlement of equity awards		(3,971	)		(3,253	)
Purchase and retirement of treasury stock		(3,000	)		(3,007	)
Payments of finance leases		(131	)		(132	)
Net cash used in financing activities		(7,102	)		(6,392	)
Effect of exchange rate changes on cash and cash equivalents and restricted cash		(764	)		(207	)
Net increase (decrease) in cash, cash equivalents and restricted cash		4,085			(1,982	)
Cash and cash equivalents and restricted cash at beginning of period		179,807			228,968
Cash and cash equivalents and restricted cash at end of period	$	183,892		$	226,986

EZCORP, Inc. OPERATING SEGMENT RESULTS

	Three Months Ended December 31, 2024 (Unaudited)
(in thousands)	U.S. Pawn			Latin America Pawn			Other Investments			Total Segments			Corporate Items			Consolidated

Revenues:
Merchandise sales	$	128,800		$	57,543		$	—		$	186,343		$	—		$	186,343
Jewelry scrapping sales		15,498			1,234			—			16,732			—			16,732
Pawn service charges		87,876			29,176			—			117,052			—			117,052
Other revenues		27			16			—			43			—			43
Total revenues		232,201			87,969			—			320,170			—			320,170
Merchandise cost of goods sold		81,556			40,268			—			121,824			—			121,824
Jewelry scrapping cost of goods sold		11,968			974			—			12,942			—			12,942
Gross profit		138,677			46,727			—			185,404			—			185,404
Segment and corporate expenses (income):
Store expenses		83,089			33,362			—			116,451			—			116,451
General and administrative		—			—			—			—			18,669			18,669
Depreciation and amortization		2,717			2,046			—			4,763			3,572			8,335
Loss on sale or disposal of assets and other		—			8			—			8			—			8
Interest expense		—			—			—			—			3,147			3,147
Interest income		—			(202	)		(594	)		(796	)		(1,297	)		(2,093	)
Equity in net (income) loss of unconsolidated affiliates		—			—			(1,623	)		(1,623	)		148			(1,475	)
Other (income) expense		(11	)		(71	)		—			(82	)		1,060			978
Segment contribution	$	52,882		$	11,584		$	2,217		$	66,683
Income (loss) before income taxes										$	66,683		$	(25,299	)	$	41,384

	Three Months Ended December 31, 2023 (Unaudited)
(in thousands)	U.S. Pawn		Latin America Pawn			Other Investments			Total Segments			Corporate Items			Consolidated

Revenues:
Merchandise sales	$	125,513	$	53,890		$	—		$	179,403		$	—		$	179,403
Jewelry scrapping sales		12,815		1,267			—			14,082			—			14,082
Pawn service charges		79,073		27,376			—			106,449			—			106,449
Other revenues		37		16			4			57			—			57
Total revenues		217,438		82,549			4			299,991			—			299,991
Merchandise cost of goods sold		78,709		36,501			—			115,210			—			115,210
Jewelry scrapping cost of goods sold		11,284		924			—			12,208			—			12,208
Gross profit		127,445		45,124			4			172,573			—			172,573
Segment and corporate expenses (income):
Store expenses		77,255		33,300			—			110,555			—			110,555
General and administrative		—		—			—			—			16,543			16,543
Depreciation and amortization		2,624		2,339			—			4,963			3,602			8,565
Loss (gain) on sale or disposal of assets and other		26		(196	)		—			(170	)		(2	)		(172	)
Interest expense		—		—			—			—			3,440			3,440
Interest income		—		(420	)		(573	)		(993	)		(1,646	)		(2,639	)
Equity in net income of unconsolidated affiliates		—		—			(1,153	)		(1,153	)		—			(1,153	)
Other (income) expense		—		(48	)		1			(47	)		(224	)		(271	)
Segment contribution	$	47,540	$	10,149		$	1,729		$	59,418
Income (loss) before income taxes									$	59,418		$	(21,713	)	$	37,705

EZCORP, Inc. STORE COUNT ACTIVITY (Unaudited)

	Three Months Ended December 31, 2024
	U.S. Pawn		Latin America Pawn		Consolidated

As of September 30, 2024		542		737		1,279
New locations opened		—		4		4
As of December 31, 2024		542		741		1,283

	Three Months Ended December 31, 2023
	U.S. Pawn		Latin America Pawn		Consolidated

As of September 30, 2023		529		702		1,231
New locations opened		—		5		5
Locations acquired		1		—		1
As of December 31, 2023		530		707		1,237

Non-GAAP Financial Information (Unaudited)

In addition to the financial information prepared in conformity with accounting U.S. generally accepted accounting principles (“GAAP”), we provide certain other non-GAAP financial information on a constant currency (“constant currency”) and adjusted basis. We use constant currency results to evaluate our Latin America Pawn operations, which are denominated primarily in Mexican pesos, Guatemalan quetzales and other Latin American currencies. We believe that presentation of constant currency and adjusted results is meaningful and useful in understanding the activities and business metrics of our operations and reflects an additional way of viewing aspects of our business that, when viewed with GAAP results, provides a more complete understanding of factors and trends affecting our business. We provide non-GAAP financial information for informational purposes and to enhance understanding of our GAAP consolidated financial statements. We use this non-GAAP financial information primarily to evaluate and compare operating results across accounting periods.

Readers should consider the information in addition to, but not instead of or superior to, our financial statements prepared in accordance with GAAP. This non-GAAP financial information may be determined or calculated differently by other companies, limiting the usefulness of those measures for comparative purposes.

Constant currency results reported herein are calculated by translating consolidated balance sheet and consolidated statement of operations items denominated in local currency to U.S. dollars using the exchange rate from the prior-year comparable period, as opposed to the current period, in order to exclude the effects of foreign currency rate fluctuations. In addition, we have an equity method investment that is denominated in Australian dollars and is translated into U.S. dollars. We used the end-of-period rate for balance sheet items and the average closing daily exchange rate on a monthly basis during the appropriate period for statement of operations items. The end-of-period and approximate average exchange rates for each applicable currency as compared to U.S. dollars as of and for the three months ended December 31, 2024 and 2023 were as follows:


	December 31,				Three Months Ended December 31,
	2024		2023		2024		2023

Mexican peso		20.8		17.0		20.1		17.5
Guatemalan quetzal		7.5		7.7		7.5		7.6
Honduran lempira		25.0		24.3		24.8		24.4
Australian dollar		1.6		1.5		1.5		1.5

Our statement of operations constant currency results reflect the monthly exchange rate fluctuations and so are not directly calculable from the above rates. Constant currency results, where presented, also exclude the foreign currency gain or loss.

Miscellaneous Non-GAAP Financial Measures

	Three Months Ended December 31,
(in millions)	2024			2023

Net income	$	31.0		$	28.5
Interest expense		3.1			3.4
Interest income		(2.1	)		(2.6	)
Income tax expense		10.4			9.2
Depreciation and amortization		8.3			8.6
EBITDA	$	50.8		$	47.1

	Total Revenues		Gross Profit		Income Before Tax		Tax Effect		Net Income		Diluted EPS		EBITDA

2025 Q1 Reported	$	320.2	$	185.4	$	41.4	$	10.4	$	31.0	$	0.40	$	50.8
FX Impact		—		—		1.0		0.2		0.8		0.01		1.0
Constant Currency		9.5		4.8		1.0		0.2		0.8		0.01		1.2
2025 Q1 Adjusted	$	329.7	$	190.2	$	43.4	$	10.8	$	32.6	$	0.42	$	53.0

	Total Revenues		Gross Profit		Income Before Tax		Tax Effect		Net Income		Diluted EPS		EBITDA

2024 Q1 Reported	$	300.0	$	172.6	$	37.7	$	9.2	$	28.5	$	0.36	$	47.1
FX Impact		—		—		0.1		—		0.1		—		0.1
2024 Q1 Adjusted	$	300.0	$	172.6	$	37.8	$	9.2	$	28.6	$	0.36	$	47.2

	Three Months Ended December 31, 2024
(in millions)	U.S. Dollar Amount		Percentage Change YOY

Consolidated revenues	$	320.2		7	%
Currency exchange rate fluctuations		9.5
Constant currency consolidated revenues	$	329.7		10	%

Consolidated gross profit	$	185.4		7	%
Currency exchange rate fluctuations		4.8
Constant currency consolidated gross profit	$	190.2		10	%

Consolidated net inventory	$	199.5		21	%
Currency exchange rate fluctuations		8.5
Constant currency consolidated net inventory	$	208.0		26	%

Latin America Pawn gross profit	$	46.7		4	%
Currency exchange rate fluctuations		4.8
Constant currency Latin America Pawn gross profit	$	51.5		14	%

Latin America Pawn PLO	$	54.6		4	%
Currency exchange rate fluctuations		8.1
Constant currency Latin America Pawn PLO	$	62.7		19	%

Latin America Pawn PSC revenues	$	29.2		7	%
Currency exchange rate fluctuations		2.8
Constant currency Latin America Pawn PSC revenues	$	32.0		17	%

Latin America Pawn merchandise sales	$	57.5		7	%
Currency exchange rate fluctuations		6.6
Constant currency Latin America Pawn merchandise sales	$	64.1		19	%

Latin America Pawn segment profit before tax	$	11.6		14	%
Currency exchange rate fluctuations		0.9
Constant currency Latin America Pawn segment profit before tax	$	12.5		24	%

The MIL Network –

February 6, 2025

MIL-OSI USA: Sullivan, Colleagues Demand Greater Accountability at VA Following Budget Shortfall Fiasco

US Senate News:

Source: United States Senator for Alaska Dan Sullivan

02.05.25

WASHINGTON—U.S. Senator Dan Sullivan (R-Alaska), a member of the Senate Veterans Affairs Committee (SVAC), and 10 of his Senate colleagues today introduced the Protecting Regular Order (PRO) for Veterans Act, legislation to establish greater accountability and oversight of the Department of Veterans Affairs (VA) after a stunning multi-billion-dollar budget shortfall in 2024 followed by a multi-billion-dollar surplus two months later. This budget debacle came after the VA mismanaged funds, resulting in $10 million dollars’ worth of bonuses being improperly awarded to senior management at the VA. These bonuses ranged from $40,000 to $100,000 each, significantly more than the average disability benefits a veteran receives in a year.

The Pro VETS Act will institute a three-year requirement for the VA to provide quarterly, in-person budget reports to Congress to encourage greater oversight and financial accountability, and also withhold bonuses for senior VA and Office of Management and Budget (OMB) personnel if there are future financial shortfalls.

“Last year, we witnessed a shocking budget debacle, with the VA saying veterans’ hard-earned benefits were in peril if the VA didn’t immediately receive billions of dollars in additional funds—only to find out weeks later that no such shortfall exists,” Sen. Sullivan said. “Congress cannot become numb to these kinds of scandals and gross mismanagement. My colleagues and I are demanding basic accountability at the VA, including quarterly in-person budget reports to Congress and the withholding of bonuses for senior VA and OMB leaders involved in any future budget debacle. I urge my colleagues to join us in this effort to put commonsense guardrails on VA leadership and safeguard the benefits of our courageous veterans who’ve sacrificed so much on our behalf.”

The legislation is cosponsored by Sens. Marsha Blackburn (R-Tenn.), Ted Budd (R-N.C.), Steve Daines (R-Mont.), Chuck Grassley (R-Iowa), Roger Marshall (R-Kan.), Lisa Murkowski (R-Alaska), Pete Ricketts (R-Neb.), Rick Scott (R-Fla.), Tommy Tuberville (R-Ala.), and Roger Wicker (R-Miss.).

Below is a timeline of Sen. Sullivan and his colleagues’ recent work to address the lack of accountability at the VA:

In the summer of 2024, the Veterans Benefits Administration (VBA) announced that it was experiencing a historic budget shortfall of $15 billion and would need $3 billion immediately to ensure the delivery of veterans’ benefits.
On July 31, 2024, Senators Sullivan and Kevin Cramer (R-N.D.) sent a letter to the SVAC chairman demanding an immediate hearing on the reported budget shortfall.
On September 18, 2024, SVAC held a hearing on the funding shortfall and Sen. Sullivan introduced the PRO Vets Act.
On September 19, 2024, Sen. Sullivan attempted to pass the PRO Vets Act as an amendment to a VA supplemental funding package, but it was blocked by Senate Democrats.
On November 18, 2024, Sen. Sullivan and 15 of his colleagues sent a letter to the SVAC chairman demanding greater accountability and oversight of the VA.

MIL OSI USA News –

February 6, 2025

MIL-OSI: ASSOCIATED CAPITAL GROUP, INC. Reports Fourth Quarter and Full Year Results

Source: GlobeNewswire (MIL-OSI)

Year-end AUM: $1.25 billion at December 31, 2024
Book Value was $42.14 per share at year-end 2024 which reflects $2.20 per share of dividends paid vs. Book Value of $42.11 per share a year ago
Sold 1.15 million shares of GAMCO to GAMCO for proceeds of $30.4 million
Ended 2024 with cash and investments of $40.78 per share
Returned $58.6 million, or $2.72 per share, to shareholders through dividends and share repurchases in 2024
Completed shareholder-designated charitable contributions to 501(c)(3) organizations bringing the total to $42 million since our 2015 spin-off

GREENWICH, Conn., Feb. 05, 2025 (GLOBE NEWSWIRE) — Associated Capital Group, Inc. (“AC” or the “Company”), a diversified financial services company, today reported its financial results for the fourth quarter and full year-ended December 31, 2024.

Financial Highlights – GAAP basis
($’s in 000’s except AUM and per share data)

	Fourth Quarter						Full Year
(Unaudited)	2024			2023			2024			2023
AUM – end of period (in millions)	$	1,248		$	1,591		$	1,248		$	1,591
AUM – average (in millions)		1,291			1,581			1,410			1,659

Revenues		5,154			5,636			13,175			12,683
Operating loss before management fee (Non-GAAP)		(3,059	)		(2,451	)		(12,883	)		(11,501	)
Investment and other non-operating income, net		4,372			26,672			71,488			63,812
Income before income taxes		1,179			21,850			52,735			46,865

Net income		4,280			16,342			44,328			37,451
Net income per share – basic and diluted	$	0.20		$	0.76		$	2.08		$	1.72

Class A shares outstanding (000’s)		2,234			2,587			2,234			2,587
Class B “ “		18,951			18,951			18,951			18,951
Total “ “		21,185			21,538			21,185			21,538
Book Value per share	$	42.14		$	42.11		$	42.14		$	42.11

Fourth Quarter Financial Data

Assets under management ended the quarter at $1.25 billion versus $1.34 billion at September 30, 2024.
At December 31, 2024, book value per share was $42.14 per share, reflecting the $2.20 per share of dividends paid versus $42.11 per share at December 31, 2023.

Fourth Quarter Results

Fourth quarter revenues were $5.2 million compared to $5.6 million for the fourth quarter of 2023. Revenues generated by the GAMCO International SICAV – GAMCO Merger Arbitrage (the “SICAV”) were $1.0 million versus $0.8 million in the prior year period. All other revenues were $4.2 million compared to $4.8 million in the year ago quarter.

Starting in December 2023, the Company began recognizing 100% of the merger arbitrage SICAV revenues received by Gabelli Funds, LLC (“Gabelli Funds”). In turn, AC pays the marketing expenses of the SICAV previously paid by Gabelli Funds and remits an administrative fee to Gabelli Funds for administrative services provided. This change better aligns the financial arrangements with the services rendered by each party. The net effect of this change had no material impact on our net operating results.

Total operating expenses, excluding management fee, were $8.2 million in the fourth quarter 2024 compared to $8.1 million in the comparable 2023 period.

Net investment and other non-operating income was $4.4 million for the fourth quarter versus $26.7 million in the year ago quarter, reflecting interest income in the current quarter offset partially by shareholder designated contribution expense.

The fourth quarter of 2024 includes a Management fee of $0.1 million versus $2.4 million in the fourth quarter of 2023. Our provision for income taxes was a benefit of $3.1 million for the quarter, resulting from deferred tax benefits from the sale of GAMCO shares, compared to expense of $5.6 million in the comparable period of 2023.

Full Year Results

Revenues for the year ended 2024 were $13.2 million compared to $12.7 million in 2023. Revenues generated by the GAMCO International SICAV – GAMCO Merger Arbitrage were $5.0 million versus $3.7 million in the prior year period. All other revenues were $8.2 million compared to $9.0 million in the year ago quarter.

For 2024, the operating loss before Management fee was $12.9 million compared to $11.5 million in 2023.

The full year 2024 net investment and other non-operating income was $71.5 million versus $63.8 million, primarily due to higher dividend income from GAMCO Investors, Inc. (“GAMCO”) in 2024.

In 2024, Management fee was $5.9 million compared to $5.4 million in 2023.

Our income tax rate for the year was 15.8% compared to 19.5% for the prior year primarily driven by deferred tax benefits from the sale of GAMCO shares that reduced the current period’s effective tax rate.

Assets Under Management (AUM)

Assets under management ended the year at $1.25 billion, $343 million less than year-end 2023, reflecting net outflows of $363 million and the impact of currency fluctuations in non-US dollar denominated classes of investment funds of $29 million, offset partially by market appreciation of $49 million. In the merger arbitrage strategy, most of the outflows ($198 million) were tied to GAMCO Merger Arbitrage UCITS (a Luxembourg entity organized as an Undertaking for Collective Investment in Transferrable Securities). These outflows were generally driven by our clients including wealth managers, bank platforms and insurance companies reallocating funds to other asset classes.

AUM since spin-off:

		December 31,
($ in millions)		2024		2023		2022		2021		2020		2019		2018		2017		2016	2015
Merger Arbitrage	$	1,003	$	1,312	$	1,588	$	1,542	$	1,126	$	1,525	$	1,342	$	1,384	$	1,076	$	869
Long/Short Value^(a)		209		244		222		195		180		132		118		91		133		145
Other		36		35		32		44		45		59		60		66		63		66
Total AUM	$	1,248	$	1,591	$	1,842	$	1,781	$	1,351	$	1,716	$	1,520	$	1,541	$	1,272	$	1,080

(a) Assets under management represent the assets invested in this strategy that are attributable to AC.

Alternative Investment Management

The alternative investment strategy offerings center around our merger arbitrage strategy, which has an absolute return focus of generating returns independent of the broad equity and fixed income markets. We also offer strategies utilizing fundamental, active, event-driven and special situations investments.

Merger Arbitrage

For the fourth quarter of 2024, our longest continuously offered fund in the merger arbitrage strategy generated gross returns of 0.95% (0.57% net of fees). For the full year, gross returns were 5.83% (3.82% net of fees), adding to its historical record of positive net returns in 38 of the last 40 years. A summary of the performance is as follows:

Full Year

Performance%^(a)

4Q ’24

4Q ’23

2024

2023

2022

2021

2020

5 Year^(b)

Since 1985^(b)(c)

Merger Arb

Gross

0.95

3.19

5.83

5.49

4.47

10.81

9.45

7.18

9.98

Net

0.57

2.35

3.82

3.56

2.75

7.78

6.70

4.90

7.06

(a) Net performance is net of fees and expenses, unless otherwise noted. Performance shown is for an actual fund in this strategy. The performance of other funds in this strategy may vary. Past performance is no guarantee of future results.

(b) Represents annualized returns through December 31, 2024

(c) Inception Date: February 1985

Since its inception in 1985, our longest continuously offered fund in the merger arbitrage strategy has consistently outperformed the return on 90-day T-Bills. The summary historical performance is as follows:

Merger Arbitrage ⁽¹⁾
Percent Return (%)
Year	Gross Return	Net Return	90 Day T-Bills
2024	5.83	3.82	5.45
2023	5.49	3.56	5.26
2022	4.47	2.75	1.50
2021	10.81	7.78	0.05
2020	9.45	6.70	0.58
2019	8.55	5.98	2.25
2018	4.35	2.65	1.86
2017	4.69	2.92	0.84
2016	9.13	6.44	0.27
2015	5.33	3.43	0.03
2014	3.89	2.29	0.03
2013	5.33	3.43	0.05
2012	4.32	2.63	0.07
2011	4.89	3.07	0.08
2010	9.07	6.35	0.13
2009	12.40	9.15	0.16
2008	0.06	-0.94	1.80
2007	6.39	4.26	4.74
2006	12.39	8.96	4.76
2005	9.40	6.63	3.00
2004	5.49	3.69	1.24
2003	8.90	6.26	1.07
2002	4.56	2.45	1.70
2001	7.11	4.56	4.09
2000	18.10	13.57	5.96
1999	16.61	12.31	4.74
1998	10.10	7.21	5.06
1997	12.69	9.21	5.25
1996	12.14	8.84	5.25
1995	14.06	10.27	5.75
1994	7.90	5.53	4.24
1993	12.29	8.91	3.09
1992	7.05	4.78	3.62
1991	12.00	8.76	5.75
1990	9.43	6.67	7.92
1989	23.00	17.55	8.63
1988	45.84	35.66	6.76
1987	-13.67	-14.54	5.90
1986	33.40	26.14	6.24
1985	30.47	22.64	7.82

Average	10.34	7.31	3.32

(1) The performance above refers to our longest continuously offered fund in the merger arbitrage strategy (net and gross returns). Net returns are net of management and incentive fees. Individual investment returns may differ due to timing of investment and other factors. Past performance is not indicative of future results.

Worldwide mergers and acquisitions (“M&A”) totaled $3.2 trillion in 2024, an increase of 10% compared to 2023, with strength across all major geographies. The US remained the preferred venue for dealmaking, with volume of approximately $1.4 trillion, an increase of about 5% and accounting for 45% of worldwide M&A. European deal activity increased 22% to $700 billion, and cross-border M&A totaled approximately $1.1 trillion, a 12% increase compared to 2023. Technology returned to the top sector for deals with approximately $500 billion in 2024, an increase of 32% compared to 2023 and accounting for 16% of total deals. Energy & Power accounted for 15% of deal activity ($477 billion), while Financials accounted for 14% of total volume ($453 billion), an increase of 51% compared to 2023. Private Equity firms remained acquisitive with $706 billion of announced deals, accounting for 22% of total M&A and increasing 24% compared to 2023.

With the change at the White House and Congress we are seeing a “changing of the guard” with respect to several M&A – related regulatory appointments, some of which will have a material impact on M&A investing: most notably, the Chair of the U.S. Federal Trade Commission (“FTC”) and the U.S. Attorney General who heads The Department of Justice (“DOJ”). These changes are likely to facilitate an increase in deal activity as corporate sentiment shifts to move ahead with transformational transactions for their businesses.

The Merger Arbitrage strategy is offered by mandate and client type through partnerships and offshore corporations serving accredited as well as institutional investors. The strategy is also offered in separately managed accounts, a Luxembourg UCITS and a London Stock Exchange listed investment company, Gabelli Merger Plus+ Trust Plc (GMP-LN).

Acquisitions

Associated Capital Group’s plan is to accelerate the use of its capital. We intend to leverage our research and investment capabilities by pursuing acquisitions and alliances that will broaden our product offerings and add new sources of distribution. In addition, we may make direct investments in operating businesses using a variety of techniques and structures to accomplish our objectives.

Giving Back to Society – (Y)our “S” in ESG

AC seeks to be a good corporate citizen by supporting our community through sponsoring local organizations. On August 7, 2024, the Board of Directors approved a $0.20 per share shareholder designated charitable contribution (“SDCC”) for registered shareholders. Based on the program created by Warren Buffett at Berkshire Hathaway, our corporate charitable giving is unique in that the recipients of AC’s charitable contributions are chosen directly by our shareholders, rather than by our corporate officers. In the first quarter of 2025, we completed the distribution of approximately $4.0 million to various organizations selected by our shareholders for our 2024 program. Since our spin-off as a public company, the shareholders of AC have donated approximately $42 million, including the most recent SDCC, to over 200 501(c)(3) organizations that address a broad range of local, national and international concerns.

Shareholder Dividends and Buybacks

At its meeting on November 8, 2024, the Board of Directors declared a semi-annual dividend of $0.10 per share, which was paid on December 19, 2024 to shareholders of record on December 5, 2024. For the full year, the Company paid dividends of $46.8 million, or $2.20 per share.

During the fourth quarter, AC repurchased 63,075 Class A shares, for $2.3 million, at an average price of $35.87 per share. Furthermore, for the full year AC repurchased 353,116 Class A shares, for $11.8 million, at an average price of $33.53 per share.

The Company intends to continue to repurchase additional shares, but share repurchases may vary from time to time and will take into account macroeconomic issues, market trends, and other factors that the Company deems appropriate.

Since our spin-off from GAMCO on November 30, 2015, AC has returned $184.2 million to shareholders through share repurchases and exchange offers, and paid dividends of $83.2 million.

At December 31, 2024, there were 2.234 million Class A shares and 18.951 million Class B shares outstanding.

About Associated Capital Group, Inc.

Associated Capital Group, Inc. (NYSE:AC), based in Greenwich, Connecticut, is a diversified global financial services company that provides alternative investment management through Gabelli & Company Investment Advisers, Inc. (“GCIA”). We have also earmarked proprietary capital for our direct investment business that invests in new and existing businesses. The direct investment business is developing along several core pillars, including Gabelli Private Equity Partners, LLC (“GPEP”), formed in August 2017 with $150 million of authorized capital as a “fund-less” sponsor. We also created Gabelli Principal Strategies Group, LLC (“GPS”) in December 2015 to pursue strategic operating initiatives.

Operating Loss Before Management Fee

Operating loss before management fee represents a non-GAAP financial measure used by management to evaluate its business operations. We believe this measure is useful in illustrating the operating results of the Company, as management fee expense is based on pre-tax income before management fee expense, which includes non-operating items including investment gains and losses from the Company’s proprietary investment portfolio and interest expense.

	Three Months Ended						Year Ended
	December 31,						December 31,
($ in 000’s)	2024			2023			2024			2023

Operating loss – GAAP	$	(3,193	)	$	(4,822	)	$	(18,753	)	$	(16,947	)

Add: management fee expense ⁽¹⁾		134			2,371			5,870			5,446

Operating loss before management fee – Non-GAAP	$	(3,059	)	$	(2,451	)	$	(12,883	)	$	(11,501	)

(1) Management fee expense is incentive-based and is equal to 10% of Income before management fee and income taxes and excludes the impact of consolidating entities. For the three months ended December 31, 2024 and 2023, Income before management fee, income taxes and excluding consolidated entities was income of $1,340 and $23,710, respectively. As a result, $134 and $2,371 was accrued for the 10% management fee expense in 2024 and 2023 periods, respectively. For the year ended December 31, 2024 and 2023, Income before management fee, income taxes and excluding consolidated entities was income of $58,699 and $54,456, respectively. As a result, $5,870 and $5,446 was accrued for the 10% management fee expense in 2024 and 2023, respectively.

Table I

ASSOCIATED CAPITAL GROUP, INC. UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (Amounts in thousands, except share data)
	December 31,
	2024		2023
ASSETS
Cash, cash equivalents and US Treasury Bills	$	367,850	$	406,642
Investments in securities and partnerships		487,623		420,706
Investment in GAMCO stock		16,920		45,602
Receivable from brokers		27,634		30,268
Income taxes receivable, including deferred tax assets, net		6,021		8,474
Other receivables		4,778		5,587
Other assets		24,463		26,518
Total assets	$	935,289	$	943,797

LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY

Payable to brokers	$	5,491	$	4,459
Compensation payable		17,747		15,169
Securities sold short, not yet purchased		8,436		5,918
Accrued expenses and other liabilities		5,317		5,173
Total liabilities		36,991		30,719

Redeemable noncontrolling interests		5,592		6,103

Total Associated Capital Group, Inc. equity		892,706		906,975

Total liabilities, redeemable noncontrolling interests and equity	$	935,289	$	943,797

Notes:
(1) Certain captions include amounts related to a consolidated variable interest entity (“VIE”) and voting interest entity (“VOE”). Refer to the Consolidated Financial Statements included in the 10-K report to be filed for the year ended December 31, 2024 for more details on the impact of consolidating these entities.

(2) Investment in GAMCO stock: 699,749 and 2,386,295 shares, respectively.

Table II

ASSOCIATED CAPITAL GROUP, INC. UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Amounts in thousands, except per share data)
	Three Months Ended December 31,						Year Ended December 31,
	2024			2023			2024			2023

Investment advisory and incentive fees	$	5,049		$	5,535		$	12,755		$	12,324
Other		105			101			420			359
Total revenues		5,154			5,636			13,175			12,683

Compensation		6,316			5,809			18,293			17,246
Other operating expenses		1,897			2,278			7,765			6,938
Total expenses		8,213			8,087			26,058			24,184

Operating loss before management fee		(3,059	)		(2,451	)		(12,883	)		(11,501	)

Net investment gain/(loss)		(41	)		21,398			42,767			43,033
Dividend income from GAMCO		92			96			5,454			384
Interest and dividend income, net		7,384			7,591			26,779			24,412
Shareholder-designated contribution		(3,063	)		(2,413	)		(3,512	)		(4,017	)
Investment and other non-operating income, net		4,372			26,672			71,488			63,812

Income before management fee and income taxes		1,313			24,221			58,605			52,311
Management fee		134			2,371			5,870			5,446
Income before income taxes		1,179			21,850			52,735			46,865
Income tax expense/(benefit)		(3,108	)		5,551			8,307			9,137
Income before noncontrolling interests		4,287			16,299			44,428			37,728
Income/(loss) attributable to noncontrolling interests		7			(43	)		100			277
Net income attributable to Associated Capital Group, Inc.’s shareholders	$	4,280		$	16,342		$	44,328		$	37,451

Net income per share attributable to Associated Capital Group, Inc.’s shareholders:
Basic	$	0.20		$	0.76		$	2.08		$	1.72
Diluted	$	0.20		$	0.76		$	2.08		$	1.72

Weighted average shares outstanding:
Basic		21,222			21,576			21,347			21,771
Diluted		21,222			21,576			21,347			21,771

Actual shares outstanding – end of period		21,185			21,538			21,185			21,538

SPECIAL NOTE REGARDING FORWARD-LOOKING INFORMATION

The financial results set forth in this press release are preliminary. Our disclosure and analysis in this press release, which do not present historical information, contain “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements convey our current expectations or forecasts of future events. You can identify these statements because they do not relate strictly to historical or current facts. They use words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” and other words and terms of similar meaning. They also appear in any discussion of future operating or financial performance. In particular, these include statements relating to future actions, future performance of our products, expenses, the outcome of any legal proceedings, and financial results. Although we believe that we are basing our expectations and beliefs on reasonable assumptions within the bounds of what we currently know about our business and operations, the economy and other conditions, there can be no assurance that our actual results will not differ materially from what we expect or believe. Therefore, you should proceed with caution in relying on any of these forward-looking statements. They are neither statements of historical fact nor guarantees or assurances of future performance.

Forward-looking statements involve a number of known and unknown risks, uncertainties and other important factors, some of which are listed below, that are difficult to predict and could cause actual results and outcomes to differ materially from any future results or outcomes expressed or implied by such forward-looking statements. Some of the factors that could cause our actual results to differ from our expectations or beliefs include a decline in the securities markets that adversely affect our assets under management, negative performance of our products, the failure to perform as required under our investment management agreements, and a general downturn in the economy that negatively impacts our operations. We also direct your attention to the more specific discussions of these and other risks, uncertainties and other important factors contained in our Form 10 and other public filings. Other factors that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We do not undertake to update publicly any forward-looking statements if we subsequently learn that we are unlikely to achieve our expectations whether as a result of new information, future developments or otherwise, except as may be required by law.

Ian J. McAdams
Chief Financial Officer
(914) 921-5078
Associated-Capital-Group.com

A photo accompanying this announcement is available at https://www.globenewswire.com/NewsRoom/AttachmentNg/d3637934-12dd-409f-93dd-27bbb1388a85

The MIL Network –

February 6, 2025

MIL-OSI: EZCORP Reports First Quarter Fiscal 2025 Results Record PLO Drives Strong Increase in Net Income

Source: GlobeNewswire (MIL-OSI)

AUSTIN, Texas, Feb. 05, 2025 (GLOBE NEWSWIRE) — EZCORP, Inc. (NASDAQ: EZPW), a leading provider of pawn transactions in the United States and Latin America, today announced results for its first quarter ended December 31, 2024.

Unless otherwise noted, all amounts in this release are in conformity with U.S. generally accepted accounting principles (“GAAP”) and comparisons shown are to the same period in the prior year.

FIRST QUARTER HIGHLIGHTS

Pawn loans outstanding (PLO) up 13% to $274.8 million.

Net income increased 9% to $31.0 million. On an adjusted basis¹, net income increased 14% to $32.6 million.

Diluted earnings per share increased 11% to $0.40. On an adjusted basis, diluted earnings per share increased 17% to $0.42.

Adjusted EBITDA increased 12% to $53.0 million.

Total revenues increased 7% to $320.2 million, while gross profit increased 7% to $185.4 million.

CEO COMMENTARY AND OUTLOOK

Lachie Given, Chief Executive Officer, stated, “Fiscal 2025 is off to a strong start as we build on our momentum from 2024. Customer demand for immediate cash solutions and high quality, cost-effective secondhand goods remains high, as reflected by another quarter of record revenues and PLO. We also continued to drive meaningful improvements to our bottom line and deliver on the operating leverage inherent in our business, with adjusted EBITDA increasing 12% and adjusted diluted EPS increasing 17%.

“Our consistent performance across geographies underscores the strength of our operations and customer-focused strategy. In the U.S., PLO grew 15%, driven by strong loan demand and higher average loan size. In Latin America, PLO rose 19% on a constant currency basis, with revenues up 18%, reflecting robust customer demand for loans and secondhand goods, as well as our outstanding customer service. Our EZ+ Rewards program also continues to perform exceptionally well, which accounted for 77% of all transacting customers. These results demonstrate the momentum we are gaining across markets and the success of our strategic initiatives.”

“We are proud of the solid foundation we have built, which will enable us to continue driving growth both organically and through strategic M&A. Looking ahead, we plan to continue delivering exceptional service to our customers and enhancing value for our shareholders. We remain deeply committed to our core values of People, Pawn and Passion, and believe we are very well-positioned to deliver another record year of performance in fiscal 2025,” concluded Given.

CONSOLIDATED RESULTS

Three Months Ended December 31	As Reported				Adjusted¹
in millions, except per share amounts	2024		2023		2024		2023

Total revenues	$	320.2	$	300.0	$	329.7	$	300.0
Gross profit	$	185.4	$	172.6	$	190.2	$	172.6
Income before tax	$	41.4	$	37.7	$	43.4	$	37.8
Net income	$	31.0	$	28.5	$	32.6	$	28.6
Diluted earnings per share	$	0.40	$	0.36	$	0.42	$	0.36
EBITDA (non-GAAP measure)	$	50.8	$	47.1	$	53.0	$	47.2

PLO increased 13% to $274.8 million, up $31.6 million. On a same-store² basis, PLO increased 12% due to increase in average loan size, continued strong pawn demand and improved operational performance.

Total revenues and gross profit increased 7%, reflecting improved pawn service charge (PSC) revenues as a result of higher average PLO in addition to higher merchandise sales and merchandise sales gross profit.

PSC increased 10% as a result of higher average PLO.

Merchandise sales gross margin remains within our target range at 35%, down from 36%. Aged general merchandise was 2.1% of total general merchandise inventory.

Net inventory increased 21%, due to the increase in PLO and decrease in inventory turnover to 2.7x, from 3.0x.

Store expenses increased 5% and 3% on a same-store basis.

General and administrative expenses increased 13%, primarily due to labor (including incentive compensation) and, to a lesser extent, ongoing support costs related to Workday.

Income before taxes was $41.4 million, up 10% from $37.7 million, and adjusted EBITDA increased 12% to $53.0 million.

Diluted earnings per share increased 11% to $0.40. On an adjusted basis, diluted earnings per share increased 17% to $0.42.

Cash and cash equivalents at the end of the quarter was $174.5 million, up from $170.5 million as of September 30, 2024. The increase was primarily due to cash from operating activities, partially offset by increase in earning assets, capital expenditures, taxes paid related to net share settlement of equity awards and share repurchases.

SEGMENT RESULTS

U.S. Pawn

PLO ended the quarter at $220.2 million, up 15% on a total and same-store basis due to increase in average loan size, increased loan demand and improved operational performance.

Total revenues increased 7% and gross profit increased 9%, reflecting higher PSC and merchandise sales.

PSC increased 11% as a result of higher average PLO.

Merchandise sales increased 3%, and gross margin was flat at 37%. Aged general merchandise increased to 2.6%, or $1.2 million of total general merchandise inventory. Excluding our three Max Pawn luxury stores in Las Vegas, aged general merchandise was 1%.

Net inventory increased 17%, in line with the growth in PLO. Inventory turnover decreased to 2.5x, from 2.7x.

Store expenses increased 8% (5% on a same-store basis), primarily due to labor costs (including higher health benefits) supporting more store activity, offset by a decrease in expenses related to our loyalty program.

Segment contribution increased 11% to $52.9 million.

During the quarter, segment store count remained at 542.

Latin America Pawn

PLO improved to $54.6 million, up 4% (19% on constant currency basis). On a same-store basis, PLO increased 2% (17% on a constant currency basis) due to improved operational performance and increased loan demand.

Total revenues were up 7% (18% on constant currency basis), and gross profit increased 4% (14% on a constant currency basis), mainly due to increased PSC and higher merchandise sales.

PSC increased to $29.2 million, up 7% (17% on a constant currency basis) as a result of higher average PLO.

Merchandise sales increased 7% (19% on constant currency basis) and merchandise sales gross margin decreased to 30% from 32%. Aged general merchandise decreased to 1.4% from 1.6% of total general merchandise inventory.

Net inventory increased 35% (57% on a constant currency basis) due to increase in PLO and decrease in inventory turnover to 3.1x, from 3.8x.

Store expenses were flat (11% increase on a constant currency basis) and on a same-store basis decreased 2% (9% increase on a constant currency basis), primarily due to labor and rent.

Segment contribution increased 14% to $11.6 million (24% on a constant currency basis). On an adjusted basis, segment contribution was up 22% to $12.5 million.

During the quarter, segment store count increased by four de novo stores to 741.

FORM 10-Q

EZCORP’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2024 has been filed with the Securities and Exchange Commission. The report is available in the Investor Relations section of the Company’s website at http://investors.ezcorp.com. EZCORP shareholders may obtain a paper copy of the report, free of charge, by sending a request to the investor relations contact below.

CONFERENCE CALL
EZCORP will host a conference call on Thursday, February 6, 2025, at 8:00 am Central Time to discuss First Quarter Fiscal 2025 results. Analysts and institutional investors may participate on the conference call by registering online at https://register.vevent.com/register/BI86f9072cf4c447ae86954e0a22daa957. Once registered you will receive the dial-in details with a unique PIN to join the call. The conference call will be webcast simultaneously to the public through this link: http://investors.ezcorp.com. A replay of the conference call will be available online at http://investors.ezcorp.com shortly after the end of the call.

ABOUT EZCORP

Formed in 1989, EZCORP has grown into a leading provider of pawn transactions in the United States and Latin America. We also sell pre-owned and recycled merchandise, primarily collateral forfeited from pawn lending operations and merchandise purchased from customers. We are dedicated to satisfying the short-term cash needs of consumers who are both cash and credit constrained, focusing on an industry-leading customer experience. EZCORP is traded on NASDAQ under the symbol EZPW and is a member of the S&P 1000 Index and Nasdaq Composite Index.

Follow us on social media:

Facebook EZPAWN Official https://www.facebook.com/EZPAWN/

EZCORP Instagram Official https://www.instagram.com/ezcorp_official/

EZPAWN Instagram Official https://www.instagram.com/ezpawnofficial/

EZCORP LinkedIn https://www.linkedin.com/company/ezcorp/

FORWARD LOOKING STATEMENTS

This announcement contains certain forward-looking statements regarding the Company’s strategy, initiatives and expected performance. These statements are based on the Company’s current expectations as to the outcome and timing of future events. All statements, other than statements of historical facts, including all statements regarding the Company’s strategy, initiatives and future performance, that address activities or results that the Company plans, expects, believes, projects, estimates or anticipates, will, should or may occur in the future, including future financial or operating results, are forward-looking statements. Actual results for future periods may differ materially from those expressed or implied by these forward-looking statements due to a number of uncertainties and other factors, including operating risks, liquidity risks, legislative or regulatory developments, market factors, current or future litigation and risks associated with the COVID-19 pandemic. For a discussion of these and other factors affecting the Company’s business and prospects, see the Company’s annual, quarterly and other reports filed with the Securities and Exchange Commission. The Company undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time.

Contact:
Email: Investor_Relations@ezcorp.com
Phone: (512) 314-2220

Note: Percentages are calculated from the underlying numbers in thousands and, as a result, may not agree to the percentages calculated from numbers in millions. Numbers may not foot or cross foot due to rounding.
¹“Adjusted” basis, which is a non-GAAP measure, excludes certain items. “Constant currency” basis, which is a non-GAAP measure, excludes the impact of foreign currency exchange rate fluctuations. For additional information about these calculations, as well as a reconciliation to the most comparable GAAP financial measures, see “Non-GAAP Financial Information” at the end of this release.
²“Same-store” basis, which is a financial measure, includes stores open the entirety of the comparable periods.


EZCORP, Inc. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

	Three Months Ended December 31,
(in thousands, except per share amounts)	2024			2023
Revenues:
Merchandise sales	$	186,343		$	179,403
Jewelry scrapping sales		16,732			14,082
Pawn service charges		117,052			106,449
Other revenues		43			57
Total revenues		320,170			299,991
Merchandise cost of goods sold		121,824			115,210
Jewelry scrapping cost of goods sold		12,942			12,208
Gross profit		185,404			172,573
Operating expenses:
Store expenses		116,451			110,555
General and administrative		18,669			16,543
Depreciation and amortization		8,335			8,565
Loss (gain) on sale or disposal of assets and other		8			(172	)
Total operating expenses		143,463			135,491
Operating income		41,941			37,082
Interest expense		3,147			3,440
Interest income		(2,093	)		(2,639	)
Equity in net income of unconsolidated affiliates		(1,475	)		(1,153	)
Other expense (income)		978			(271	)
Income before income taxes		41,384			37,705
Income tax expense		10,368			9,235
Net income	$	31,016		$	28,470

Basic earnings per share	$	0.57		$	0.52
Diluted earnings per share	$	0.40		$	0.36

Weighted-average basic shares outstanding		54,827			55,076
Weighted-average diluted shares outstanding		83,347			86,812

EZCORP, Inc. CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

(in thousands, except share and per share amounts)	December 31, 2024			December 31, 2023			September 30, 2024

Assets:
Current assets:
Cash and cash equivalents	$	174,506		$	218,516		$	170,513
Restricted cash		9,386			8,470			9,294
Pawn loans		274,824			243,252			274,084
Pawn service charges receivable, net		45,198			40,002			44,013
Inventory, net		199,481			164,927			191,923
Prepaid expenses and other current assets		36,562			44,001			39,171
Total current assets		739,957			719,168			728,998
Investments in unconsolidated affiliates		13,555			10,125			13,329
Other investments		51,903			51,220			51,900
Property and equipment, net		63,231			68,998			65,973
Right-of-use assets, net		227,810			231,103			226,602
Goodwill		304,722			303,799			306,478
Intangible assets, net		57,093			56,977			58,451
Deferred tax asset, net		24,990			25,984			25,362
Other assets, net		15,872			13,819			16,144
Total assets	$	1,499,133		$	1,481,193		$	1,493,237

Liabilities and equity:
Current liabilities:
Current maturities of long-term debt, net	$	103,205		$	34,307		$	103,072
Accounts payable, accrued expenses and other current liabilities		68,682			69,386			85,737
Customer layaway deposits		24,216			18,324			21,570
Operating lease liabilities, current		57,900			57,980			58,998
Total current liabilities		254,003			179,997			269,377
Long-term debt, net		224,505			326,223			224,256
Deferred tax liability, net		2,186			372			2,080
Operating lease liabilities		182,228			188,475			180,616
Other long-term liabilities		12,317			11,243			12,337
Total liabilities		675,239			706,310			688,666
Commitments and contingencies
Stockholders’ equity:
Class A Non-voting Common Stock, par value $0.01 per share; shares authorized: 100 million; issued and outstanding: 52,050,550 as of December 31, 2024; 52,272,594 as of December 31, 2023; and 51,582,698 as of September 30, 2024		520			523			516
Class B Voting Common Stock, convertible, par value $0.01 per share; shares authorized: 3 million; issued and outstanding: 2,970,171		30			30			30
Additional paid-in capital		345,783			343,870			348,366
Retained earnings		536,427			457,929			507,206
Accumulated other comprehensive loss		(58,866	)		(27,469	)		(51,547	)
Total equity		823,894			774,883			804,571
Total liabilities and equity	$	1,499,133		$	1,481,193		$	1,493,237

EZCORP, Inc. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

	Three Months Ended December 31,
(in thousands)	2024			2023

Operating activities:
Net income	$	31,016		$	28,470
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		8,335			8,565
Amortization of debt discount and deferred financing costs		382			417
Non-cash lease expense		14,421			14,744
Deferred income taxes		478			345
Other adjustments		(617	)		(857	)
Provision for inventory reserve		59			(156	)
Stock compensation expense		2,597			2,264
Equity in net income from investment in unconsolidated affiliates		(1,475	)		(1,153	)
Changes in operating assets and liabilities, net of business acquisitions:
Pawn service charges receivable		(1,368	)		(1,000	)
Inventory		(2,384	)		2,066
Prepaid expenses, other current assets and other assets		1,375			(5,823	)
Accounts payable, accrued expenses and other liabilities		(38,737	)		(33,991	)
Customer layaway deposits		2,909			(719	)
Income taxes		9,000			8,309
Net cash provided by operating activities		25,991			21,481
Investing activities:
Loans made		(247,225	)		(216,978	)
Loans repaid		135,190			123,021
Recovery of pawn loan principal through sale of forfeited collateral		101,850			98,209
Capital expenditures, net		(5,609	)		(7,184	)
Investment in other investments		—			(15,000	)
Dividends from unconsolidated affiliates		1,902			1,745
Other		(148	)		(677	)
Net cash used in investing activities		(14,040	)		(16,864	)
Financing activities:
Taxes paid related to net share settlement of equity awards		(3,971	)		(3,253	)
Purchase and retirement of treasury stock		(3,000	)		(3,007	)
Payments of finance leases		(131	)		(132	)
Net cash used in financing activities		(7,102	)		(6,392	)
Effect of exchange rate changes on cash and cash equivalents and restricted cash		(764	)		(207	)
Net increase (decrease) in cash, cash equivalents and restricted cash		4,085			(1,982	)
Cash and cash equivalents and restricted cash at beginning of period		179,807			228,968
Cash and cash equivalents and restricted cash at end of period	$	183,892		$	226,986

EZCORP, Inc. OPERATING SEGMENT RESULTS

	Three Months Ended December 31, 2024 (Unaudited)
(in thousands)	U.S. Pawn			Latin America Pawn			Other Investments			Total Segments			Corporate Items			Consolidated

Revenues:
Merchandise sales	$	128,800		$	57,543		$	—		$	186,343		$	—		$	186,343
Jewelry scrapping sales		15,498			1,234			—			16,732			—			16,732
Pawn service charges		87,876			29,176			—			117,052			—			117,052
Other revenues		27			16			—			43			—			43
Total revenues		232,201			87,969			—			320,170			—			320,170
Merchandise cost of goods sold		81,556			40,268			—			121,824			—			121,824
Jewelry scrapping cost of goods sold		11,968			974			—			12,942			—			12,942
Gross profit		138,677			46,727			—			185,404			—			185,404
Segment and corporate expenses (income):
Store expenses		83,089			33,362			—			116,451			—			116,451
General and administrative		—			—			—			—			18,669			18,669
Depreciation and amortization		2,717			2,046			—			4,763			3,572			8,335
Loss on sale or disposal of assets and other		—			8			—			8			—			8
Interest expense		—			—			—			—			3,147			3,147
Interest income		—			(202	)		(594	)		(796	)		(1,297	)		(2,093	)
Equity in net (income) loss of unconsolidated affiliates		—			—			(1,623	)		(1,623	)		148			(1,475	)
Other (income) expense		(11	)		(71	)		—			(82	)		1,060			978
Segment contribution	$	52,882		$	11,584		$	2,217		$	66,683
Income (loss) before income taxes										$	66,683		$	(25,299	)	$	41,384

	Three Months Ended December 31, 2023 (Unaudited)
(in thousands)	U.S. Pawn		Latin America Pawn			Other Investments			Total Segments			Corporate Items			Consolidated

Revenues:
Merchandise sales	$	125,513	$	53,890		$	—		$	179,403		$	—		$	179,403
Jewelry scrapping sales		12,815		1,267			—			14,082			—			14,082
Pawn service charges		79,073		27,376			—			106,449			—			106,449
Other revenues		37		16			4			57			—			57
Total revenues		217,438		82,549			4			299,991			—			299,991
Merchandise cost of goods sold		78,709		36,501			—			115,210			—			115,210
Jewelry scrapping cost of goods sold		11,284		924			—			12,208			—			12,208
Gross profit		127,445		45,124			4			172,573			—			172,573
Segment and corporate expenses (income):
Store expenses		77,255		33,300			—			110,555			—			110,555
General and administrative		—		—			—			—			16,543			16,543
Depreciation and amortization		2,624		2,339			—			4,963			3,602			8,565
Loss (gain) on sale or disposal of assets and other		26		(196	)		—			(170	)		(2	)		(172	)
Interest expense		—		—			—			—			3,440			3,440
Interest income		—		(420	)		(573	)		(993	)		(1,646	)		(2,639	)
Equity in net income of unconsolidated affiliates		—		—			(1,153	)		(1,153	)		—			(1,153	)
Other (income) expense		—		(48	)		1			(47	)		(224	)		(271	)
Segment contribution	$	47,540	$	10,149		$	1,729		$	59,418
Income (loss) before income taxes									$	59,418		$	(21,713	)	$	37,705

EZCORP, Inc. STORE COUNT ACTIVITY (Unaudited)

	Three Months Ended December 31, 2024
	U.S. Pawn		Latin America Pawn		Consolidated

As of September 30, 2024		542		737		1,279
New locations opened		—		4		4
As of December 31, 2024		542		741		1,283

	Three Months Ended December 31, 2023
	U.S. Pawn		Latin America Pawn		Consolidated

As of September 30, 2023		529		702		1,231
New locations opened		—		5		5
Locations acquired		1		—		1
As of December 31, 2023		530		707		1,237

Non-GAAP Financial Information (Unaudited)

In addition to the financial information prepared in conformity with accounting U.S. generally accepted accounting principles (“GAAP”), we provide certain other non-GAAP financial information on a constant currency (“constant currency”) and adjusted basis. We use constant currency results to evaluate our Latin America Pawn operations, which are denominated primarily in Mexican pesos, Guatemalan quetzales and other Latin American currencies. We believe that presentation of constant currency and adjusted results is meaningful and useful in understanding the activities and business metrics of our operations and reflects an additional way of viewing aspects of our business that, when viewed with GAAP results, provides a more complete understanding of factors and trends affecting our business. We provide non-GAAP financial information for informational purposes and to enhance understanding of our GAAP consolidated financial statements. We use this non-GAAP financial information primarily to evaluate and compare operating results across accounting periods.

Readers should consider the information in addition to, but not instead of or superior to, our financial statements prepared in accordance with GAAP. This non-GAAP financial information may be determined or calculated differently by other companies, limiting the usefulness of those measures for comparative purposes.

Constant currency results reported herein are calculated by translating consolidated balance sheet and consolidated statement of operations items denominated in local currency to U.S. dollars using the exchange rate from the prior-year comparable period, as opposed to the current period, in order to exclude the effects of foreign currency rate fluctuations. In addition, we have an equity method investment that is denominated in Australian dollars and is translated into U.S. dollars. We used the end-of-period rate for balance sheet items and the average closing daily exchange rate on a monthly basis during the appropriate period for statement of operations items. The end-of-period and approximate average exchange rates for each applicable currency as compared to U.S. dollars as of and for the three months ended December 31, 2024 and 2023 were as follows:


	December 31,				Three Months Ended December 31,
	2024		2023		2024		2023

Mexican peso		20.8		17.0		20.1		17.5
Guatemalan quetzal		7.5		7.7		7.5		7.6
Honduran lempira		25.0		24.3		24.8		24.4
Australian dollar		1.6		1.5		1.5		1.5

Our statement of operations constant currency results reflect the monthly exchange rate fluctuations and so are not directly calculable from the above rates. Constant currency results, where presented, also exclude the foreign currency gain or loss.

Miscellaneous Non-GAAP Financial Measures

	Three Months Ended December 31,
(in millions)	2024			2023

Net income	$	31.0		$	28.5
Interest expense		3.1			3.4
Interest income		(2.1	)		(2.6	)
Income tax expense		10.4			9.2
Depreciation and amortization		8.3			8.6
EBITDA	$	50.8		$	47.1

	Total Revenues		Gross Profit		Income Before Tax		Tax Effect		Net Income		Diluted EPS		EBITDA

2025 Q1 Reported	$	320.2	$	185.4	$	41.4	$	10.4	$	31.0	$	0.40	$	50.8
FX Impact		—		—		1.0		0.2		0.8		0.01		1.0
Constant Currency		9.5		4.8		1.0		0.2		0.8		0.01		1.2
2025 Q1 Adjusted	$	329.7	$	190.2	$	43.4	$	10.8	$	32.6	$	0.42	$	53.0

	Total Revenues		Gross Profit		Income Before Tax		Tax Effect		Net Income		Diluted EPS		EBITDA

2024 Q1 Reported	$	300.0	$	172.6	$	37.7	$	9.2	$	28.5	$	0.36	$	47.1
FX Impact		—		—		0.1		—		0.1		—		0.1
2024 Q1 Adjusted	$	300.0	$	172.6	$	37.8	$	9.2	$	28.6	$	0.36	$	47.2

	Three Months Ended December 31, 2024
(in millions)	U.S. Dollar Amount		Percentage Change YOY

Consolidated revenues	$	320.2		7	%
Currency exchange rate fluctuations		9.5
Constant currency consolidated revenues	$	329.7		10	%

Consolidated gross profit	$	185.4		7	%
Currency exchange rate fluctuations		4.8
Constant currency consolidated gross profit	$	190.2		10	%

Consolidated net inventory	$	199.5		21	%
Currency exchange rate fluctuations		8.5
Constant currency consolidated net inventory	$	208.0		26	%

Latin America Pawn gross profit	$	46.7		4	%
Currency exchange rate fluctuations		4.8
Constant currency Latin America Pawn gross profit	$	51.5		14	%

Latin America Pawn PLO	$	54.6		4	%
Currency exchange rate fluctuations		8.1
Constant currency Latin America Pawn PLO	$	62.7		19	%

Latin America Pawn PSC revenues	$	29.2		7	%
Currency exchange rate fluctuations		2.8
Constant currency Latin America Pawn PSC revenues	$	32.0		17	%

Latin America Pawn merchandise sales	$	57.5		7	%
Currency exchange rate fluctuations		6.6
Constant currency Latin America Pawn merchandise sales	$	64.1		19	%

Latin America Pawn segment profit before tax	$	11.6		14	%
Currency exchange rate fluctuations		0.9
Constant currency Latin America Pawn segment profit before tax	$	12.5		24	%

The MIL Network –

February 6, 2025

MIL-OSI: Orange County Bancorp, Inc. Announces Fourth Quarter and Full-Year Earnings for Fiscal 2024

Source: GlobeNewswire (MIL-OSI)

Net Interest Income increased $3.4 million, or 3.8%, to $91.8 million for the year ended December 31, 2024, from $88.4 million for the year ended December 31, 2023
Net Interest Margin grew 5 basis points to 3.83% for the year ended December 31, 2024, from 3.78% for the year ended December 31, 2023
Total Loans grew $68.7 million, or 3.9%, to $1.8 billion at December 31, 2024 as compared to $1.7 billion at December 31, 2023.
Total Deposits rose $114.6 million, or 5.6%, to $2.2 billion at December 31, 2024, from $2.0 billion at year-end 2023
Book value per share increased $1.72, or 11.8%, to $16.35 at December 31, 2024, from $14.63 at December 31, 2023
Trust and investment advisory income rose $470 thousand, or 16.7%, to $3.3 million for Q4 2024, as compared to $2.8 million for Q4 2023

MIDDLETOWN, N.Y., Feb. 05, 2025 (GLOBE NEWSWIRE) — Orange County Bancorp, Inc. (the “Company” – Nasdaq: OBT), parent company of Orange Bank & Trust Co. (the “Bank”) and Hudson Valley Investment Advisors, Inc. (“HVIA”), today announced net income of $7.2 million, or $0.63 per basic and diluted share, for the three months ended December 31, 2024. This compares with net income of $8.1 million, or $0.72 per basic and diluted share, for the three months ended December 31, 2023. The decrease in earnings per share, basic and diluted, was due primarily to an increase in non-interest expense offset by increases in net interest income and non-interest income during the current period. For the twelve months ended December 31, 2024, net income was $27.9 million, or $2.47 per basic and diluted share, as compared to $29.5 million, or $2.62 per basic and diluted share, for the twelve months ended December 31, 2023.

Book value per share rose $1.72, or 11.8%, from $14.63 at December 31, 2023 to $16.35 at December 31, 2024. Tangible book value per share increased $1.74, or 12.4%, from $14.06 at December 31, 2023 to $15.80 at December 31, 2024 (see “Non-GAAP Financial Measure Reconciliation” below for additional detail). These increases were driven primarily by earnings during the twelve months ended December 31, 2024, offset by an increase in accumulated other comprehensive income (loss) associated with unrealized losses within the investment securities portfolio.

“Orange Bank closed out 2024 with another solid quarter,” said Company President and CEO Michael Gilfeather. “Earnings of $7.2 million for the three months ended December 31, 2024 increased our full year total to $27.9 million. Though below our record $29.5 million in earnings the prior year, I am pleased by the results given challenges in the current interest rate environment and significant charges related to a non-performing participation loan. Additionally, given our historically conservative approach to credit quality, we have taken provisions to adequately reserve for charges associated with the previously disclosed participation loan.

The economic environment in our region remains strong, enabling us to expand and improve the quality of our loan portfolio. For the year just ended, total loans grew nearly $70 million, or 4%, to $1.8 billion.

Deposit growth was also robust during 2024, with deposits increasing $114.6 million, or 5.6%, to $2.2 billion at December 31, 2024. Even more impressive is the fact the majority of these new deposits were sourced internally as the result of a very targeted and strategic initiative.

Low cost deposits and strong, high quality loan growth enabled us to expand net interest margin to 3.83% for the year ended December 31, 2024 from 3.78% during the year ended December 31, 2023. This is no small achievement given the uncertainty regarding interest rate and economic policy that characterized much of the year.

Our Wealth Management business also maintained its consistent performance, contributing $3.3 million of trust and investment advisory income for the quarter, a $470 thousand, or 16.7%, increase over the same period last year. We have always viewed this division as an essential component of our business bank model, offering financial, advisory, estate and planning services for business customers and their families. Since inception, these services have allowed us to expand and retain our customer relationships, new and current, and increase overall customer satisfaction. As successful as this initiative has been, we saw an opportunity to leverage its success further through the promotion of David Dineen. David has been tasked with further aligning and expanding the capabilities of the Bank with the needs of our customers and we are very excited by its prospects.

We have worked hard to deliver strong, consistent results, despite occasional challenges, and it is exciting to see the market recognize our efforts. This resulted in favorable stock price performance during the year that supported a 2-for-1 stock split in Q4, improving liquidity for shareholders. We always seek opportunities that benefit stakeholders, whether customers, shareholders or employees, and it is rewarding to achieve and implement them.

As we end the year with another solid quarter, I want to again thank our employees for their hard work and dedication, our customers for their trust and business, and our investors for their continued confidence and support.”

Fourth Quarter and Fiscal Year 2024 Financial Review

Net Income

Net income for the fourth quarter of 2024 was $7.2 million, a decrease of $960 thousand, or 11.8%, from net income of $8.1 million for the fourth quarter of 2023. The decrease was primarily the result of increased non-interest expense over the same quarter last year. Net income for the twelve months ended December 31, 2024 was $27.9 million, as compared to $29.5 million for the same period in 2023. The decrease similarly reflected increased non-interest expense during the twelve months of 2024 over the same period in 2023.

Net Interest Income

For the three months ended December 31, 2024, net interest income rose $929 thousand, or 4.2%, to $23.1 million, versus $22.2 million during the same period last year. The increase was driven primarily by a $1.4 million increase in interest and fees on loans during the current period. For the twelve months ended December 31, 2024, net interest income reached $91.8 million, representing an increase of $3.4 million, or 3.8%, over the twelve months ended December 31, 2023.

Total interest income rose $639 thousand, or 2.0%, to $32.2 million for the three months ended December 31, 2024, compared to $31.6 million for the three months ended December 31, 2023. The increase reflected a 5.4% growth in interest and fees associated with loans and a 3.2% increase in interest income from tax-exempt investment securities. For the twelve months ended December 31, 2024, total interest income rose $9.5 million, or 8.0%, to $127.2 million as compared to $117.8 million for the twelve months ended December 31, 2023.

Total interest expense decreased $290 thousand during the fourth quarter of 2024, to $9.1 million, as compared to $9.4 million during the fourth quarter of 2023. The decrease represented the combined effect of management focus on low-cost deposits and a decrease in costs associated with brokered deposits and borrowed funds utilized as alternate sources of funding. Interest expense associated with Time Deposits, mainly brokered, decreased to $1.7 million during the fourth quarter of 2024 as compared to $2.5 million during the fourth quarter of 2023. Interest expense associated with FHLB advances drawn and other borrowings during the quarter totaled $1.9 million, as compared to $2.6 million during the fourth quarter of 2023. During the twelve months ended December 31, 2024, total interest expense rose $6.1 million, to $35.5 million, as compared to $29.4 million for the same period last year.

Provision for Credit Losses

As of January 1, 2023, the Company adopted the current expected credit losses methodology (“CECL”) accounting standard, which includes loans individually evaluated, as well as loans evaluated on a pooled basis to assess the adequacy of the allowance for credit losses. The Bank seeks to estimate lifetime losses in its loan and investment portfolio using discounted cash flows and supplemental qualitative considerations, including relevant economic considerations, portfolio concentrations, and other external factors, as well as evaluation of investment securities held by the Bank.

The Company recognized net recovery within its provision for credit losses of $51 thousand for the three months ended December 31, 2024, as compared to a $462 thousand charge for the three months ended December 31, 2023. This recovery was due primarily to slower loan growth during the 2024 fourth quarter combined with the composition of loans closed during the quarter. The allowance for credit losses to total loans was 1.44% as of December 31, 2024 and 2023. For the twelve months ended December 31, 2024, the provision for credit losses totaled $7.7 million as compared to $7.9 million for the twelve months ended December 31, 2023. No reserves for investment securities were recorded during 2024.

Non-Interest Income

Non-interest income rose $562 thousand, or 15.0%, to $4.3 million for the three months ended December 31, 2024, compared to $3.7 million for the three months ended December 31, 2023. This growth was due to increased fee income within several of the Company’s fee income categories, including investment advisory income, trust income, and service charges on deposit accounts. For the twelve months ended December 31, 2024, non-interest income increased $2.6 million, to $16.0 million, as compared to $13.4 million for the twelve months ended December 31, 2023.

Non-Interest Expense

Non-interest expense was $18.5 million for the fourth quarter of 2024, reflecting an increase of $3.7 million, or 25.4%, as compared to $14.7 million for the same period in 2023. The increase in non-interest expense consisted primarily of increases in compensation costs, technology charges, and professional fees as well as the recognition of increased costs associated with the nonperforming loan participation and certain costs related to a fraudulent incident within one of our branches. As a result, our efficiency ratio increased to 67.4% for the three months ended December 31, 2024, from 56.9% for the same period in 2023. For the twelve months ended December 31, 2024, our efficiency ratio increased to 60.5% from 55.8% for the same period in 2023. Non-interest expense for the twelve months ended December 31, 2024 reached $65.2 million, reflecting an $8.4 million increase over non-interest expense of $56.8 million for the twelve months ended December 31, 2023.

Income Tax Expense

Provision for income taxes for the three months ended December 31, 2024 was $1.8 million, as compared to $2.6 million for the same period in 2023. For the twelve months ended December 31, 2024, the provision for income taxes was $6.9 million, as compared to $7.7 million for the twelve months ended December 31, 2023. The decrease for both 2024 periods was due to lower income before income taxes. Our effective tax rate for the three-month period ended December 31, 2024 was 20.1%, as compared to 24.1% for the same period in 2023. Our effective tax rate for the twelve-month period ended December 31, 2024 was 19.9%, as compared to 20.6% for the same period in 2023.

Financial Condition

Total consolidated assets increased $24.5 million, or approximately 1.0%, to $2.5 billion at December 31, 2024. The stability of the balance sheet reflects loan growth and continued increases in deposits and cash, as well as paydowns of borrowings during the current twelve-month period.

Total cash and due from banks increased from $147.4 million at December 31, 2023, to $150.3 million at December 31, 2024, an increase of approximately $3.0 million, or 2.0%. This slight increase resulted primarily from increases in deposit balances and managed loan growth which elevated cash levels while reducing short-term borrowings.

Total investment securities decreased $51.0 million, or 10.1%, from $504.5 million at December 31, 2023 to $453.5 million at December 31, 2024. The decrease continues to be driven primarily by investment maturities and paydowns during the twelve months of 2024.

Total loans increased $68.7 million, or 3.9%, from $1.7 billion at December 31, 2023 to $1.8 billion at December 31, 2024. The increase was primarily driven by an increase of $102.7 million related to commercial real estate loans as well as a $3.8 million increase in home equity loans offset by decreases in all other loan categories during 2024.

Total deposits increased $114.6 million, reaching $2.2 billion at December 31, 2024, from $2.0 billion at December 31, 2023. This increase was due primarily to $94.1 million of growth in money market accounts, $26.2 million increase in interest bearing demand accounts, and $42.9 million increase in savings accounts. The increases in deposit accounts were offset by a $48.1 million decrease in noninterest-bearing demand accounts and relatively stable balances in certificates of deposit, mainly associated with brokered deposits utilized by the Bank for short term funding purposes. Deposit composition at December 31, 2024 included 45.6% in demand deposit accounts (including NOW accounts) as a percentage of total deposits. Uninsured deposits, net of fully collateralized municipal relationships, remained stable and represented approximately 39% of total deposits at December 31 2024, as compared to 37% of total deposits at December 31, 2023.

FHLBNY short-term borrowings decreased by $111.0 million, or 49.4%, to $113.5 million as of December 31, 2024, as compared to $224.5 million at December 31, 2023. The decrease in borrowings was driven by increased deposits which outpaced loan growth in 2024 and allowed for paydowns of borrowings while maintaining adequate levels of cash at December 31, 2024. The decrease in borrowings reflects a strategic focus on actively managing liquidity sources and pursuing opportunities to reduce funding costs.

Stockholders’ equity increased approximately $20.2 million during the year ended 2024, reaching $185.5 million at December 31, 2024 from $165.4 million at December 31, 2023. The increase was due primarily to $27.9 million of net income during the twelve months of 2024, partially reduced by dividends and an increase in unrealized losses of approximately $3.6 million, net of taxes, mainly related to the market value of investment securities within the Company’s equity as accumulated other comprehensive income (loss).

At December 31, 2024, the Bank maintained capital ratios in excess of regulatory standards for well capitalized institutions. The Bank’s Tier 1 capital to average assets ratio was 10.23%, both common equity and Tier 1 capital to risk weighted assets were 14.12%, and total capital to risk weighted assets was 15.37%.

Wealth Management

At December 31, 2024, our Wealth Management Division, which includes trust and investment advisory, held $1.8 billion in assets under management or advisory, as compared to $1.6 billion at December 31, 2023, a 12.9% increase. Trust and investment advisory income for the year ended December 31, 2024 reached $12.2 million, representing an increase of 18.5%, or $1.9 million, as compared to $10.3 million for the year ended December 31, 2023.

The breakdown of trust and investment advisory assets as of December 31, 2024 and December 31, 2023, respectively, is as follows:

ORANGE COUNTY BANCORP, INC.
SUMMARY OF AUM/AUA
(UNAUDITED)
(Dollar Amounts in thousands)
	At December 31, 2024				At December 31, 2023
	Amount		Percent		Amount		Percent
Investment Assets Under Management & Advisory	$	1,105,143	61.99	%	$	909,384	57.56	%
Trust Asset Under Administration & Management	677,723		38.01	%	670,515		42.44	%
Total	$	1,782,866	100.00	%	$	1,579,899	100.00	%

Loan Quality

At December 31, 2024, the Bank had total non-performing loans of $6.3 million, or 0.35% of total loans. Total non-accrual loans represented approximately $6.3 million of loans as of December 31, 2024, compared to $4.4 million at December 31, 2023. The increase was primarily the result of one commercial real estate participation loan which remains non-performing and in non-accrual status at year end.

Liquidity

Management believes the Bank has the necessary liquidity to meet normal business needs. The Bank uses a variety of resources to manage its liquidity position. These include short term investments, cash from lending and investing activities, core-deposit growth, and non-core funding sources, such as time deposits exceeding $250,000, brokered deposits, FHLBNY advances, and other borrowings. As of December 31, 2024, the Bank’s cash and due from banks totaled $150.3 million. The Bank maintains an investment portfolio of securities available for sale, comprised mainly of US Government agency and treasury securities, Small Business Administration loan pools, mortgage-backed securities, and municipal bonds. Although the portfolio generates interest income for the Bank, it also serves as an available source of liquidity and funding. As of December 31, 2024, the Bank’s investment in securities available for sale was $453.5 million, of which $104.7 million was not pledged as collateral or specifically designated to any borrowings. Additionally, as of December 31, 2024, the Bank’s overnight advance line capacity at the FHLBNY was $512.2 million, of which $101.0 million was used to collateralize municipal deposits and $10.0 million was utilized for long term advances. As of December 31, 2024, the Bank’s unused borrowing capacity at the FHLBNY was $398.7 million. The Bank also maintains additional borrowing capacity of $20 million with other correspondent banks. Additional funding is available to the Bank through the discount window lending by the Federal Reserve. At December 31, 2024, the Bank was not utilizing any available funding from the Federal Reserve.

The Bank also considers brokered deposits an element of its deposit strategy. As of December 31, 2024, the Bank had brokered deposit arrangements with various terms totaling approximately $180.0 million.

Non-GAAP Financial Measure Reconciliations
The following table reconciles, as of the dates set forth below, stockholders’ equity (on a GAAP basis) to tangible equity and total assets (on a GAAP basis) to tangible assets and calculates our tangible book value per share.

	December 31, 2024			December 31, 2023
	(Dollars in thousands except for share data)
Tangible Common Equity:
Total stockholders’ equity	$	185,531		$	165,376
Adjustments:
Goodwill	(5,359		)	(5,359		)
Other intangible assets	(821		)	(1,107		)
Tangible common equity	$	179,351		$	158,910
Common shares outstanding	11,350,158			11,302,622
Book value per common share	$	16.35		$	14.63
Tangible book value per common share	$	15.80		$	14.06

Tangible Assets
Total assets	$	2,509,927		$	2,485,468
Adjustments:
Goodwill	(5,359		)	(5,359		)
Other intangible assets	(821		)	(1,107		)
Tangible assets	$	2,503,747		$	2,479,002
Tangible common equity to tangible assets	7.16		%	6.41		%

About Orange County Bancorp, Inc

Orange County Bancorp, Inc. is the parent company of Orange Bank & Trust Company and Hudson Valley Investment Advisors, Inc. Orange Bank & Trust Company is an independent bank that began with the vision of 14 founders over 125 years ago. It has grown through innovation and an unwavering commitment to its community and business clientele to approximately $2.5 billion in total assets. Hudson Valley Investment Advisors, Inc. is a Registered Investment Advisor in Goshen, NY. It was founded in 1996 and acquired by the Company in 2012.

Forward Looking Statements

Certain statements contained herein are “forward looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward looking statements may be identified by reference to a future period or periods, or by the use of forward looking terminology, such as “may,” “will,” “believe,” “expect,” “estimate,” “anticipate,” “continue,” or similar terms or variations on those terms, or the negative of those terms. Forward looking statements are subject to numerous risks and uncertainties, including, but not limited to, those related to the real estate and economic environment, particularly in the market areas in which the Company operates, competitive products and pricing, fiscal and monetary policies of the U.S. Government, inflation, changes in government regulations affecting financial institutions, including regulatory fees and capital requirements, changes in prevailing interest rates, increased levels of loan delinquencies, problem assets and foreclosures, credit risk management, asset-liability management, cybersecurity risks, geopolitical conflicts, public health issues, the financial and securities markets and the availability of and costs associated with sources of liquidity.

The Company wishes to caution readers not to place undue reliance on any such forward looking statements, which speak only as of the date made. The Company wishes to advise readers that the factors listed above could affect the Company’s financial performance and could cause the Company’s actual results for future periods to differ materially from any opinions or statements expressed with respect to future periods in any current statements. The Company does not undertake and specifically declines any obligation to publicly release the results of any revisions that may be made to any forward looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

For further information:
Michael Lesler
EVP & Chief Financial Officer
mlesler@orangebanktrust.com
Phone: (845) 341-5111


ORANGE COUNTY BANCORP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CONDITION
(UNAUDITED)
	(Dollar Amounts in thousands except per share data)

			December 31, 2024			December 31, 2023

		ASSETS

Cash and due from banks			$	150,334		$	147,383
Investment securities – available-for-sale			443,775			489,948
(Amortized cost $519,567 at December 31, 2024 and $560,994 at December 31, 2023)
Restricted investment in bank stocks			9,716			14,525
Loans			1,815,751			1,747,062
Allowance for credit losses			(26,077		)	(25,182		)
	Loans, net		1,789,674			1,721,880

Premises and equipment, net			15,808			16,160
Accrued interest receivable			6,680			5,934
Bank owned life insurance			42,257			41,447
Goodwill			5,359			5,359
Intangible assets			821			1,107
Other assets			45,503			41,725

		TOTAL ASSETS	$	2,509,927		$	2,485,468

		LIABILITIES AND STOCKHOLDERS’ EQUITY

Deposits:
	Noninterest bearing		$	651,135		$	699,203
	Interest bearing		1,502,224			1,339,546
		Total deposits	2,153,359			2,038,749

FHLB advances, short term			113,500			224,500
FHLB advances, long term			10,000			10,000
Subordinated notes, net of issuance costs			19,591			19,520
Accrued expenses and other liabilities			27,946			27,323

		TOTAL LIABILITIES	2,324,396			2,320,092

		STOCKHOLDERS’ EQUITY

Common stock, $0.25 par value; 30,000,000 shares authorized;
	11,366,608 issued; 11,350,158 and 11,302,622 outstanding,
	at December 31, 2024 and December 31, 2023, respectively		2,842			2,842
Surplus			120,896			120,392
Retained Earnings			129,919			107,361
Accumulated other comprehensive income (loss), net of taxes			(67,751		)	(64,108		)
Treasury stock, at cost; 16,450 and 63,986 shares at December 31,
	2024 and December 31, 2023, respectively		(375		)	(1,111		)
		TOTAL STOCKHOLDERS’ EQUITY	185,531			165,376

		TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	2,509,927		$	2,485,468

ORANGE COUNTY BANCORP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
(Dollar Amounts in thousands except per share data)
			For Three Months Ended December 31,					Twelve Months Ended December 31,
			2024			2023		2024		2023
INTEREST INCOME
	Interest and fees on loans		$	27,263		$	25,866	106,030		$	96,264
	Interest on investment securities:
		Taxable	2,696			3,153		11,672		12,723
		Tax exempt	582			564		2,304		2,285
	Interest on Federal funds sold and other		1,665			1,984		7,221		6,498

		TOTAL INTEREST INCOME	32,206			31,567		127,227		117,770

INTEREST EXPENSE
	Savings and NOW accounts		5,308			4,045		20,475		13,126
	Time deposits		1,658			2,500		7,399		6,393
	FHLB advances and borrowings		1,932			2,643		6,666		8,938
	Subordinated notes		230			230		921		922
		TOTAL INTEREST EXPENSE	9,128			9,418		35,461		29,379

		NET INTEREST INCOME	23,078			22,149		91,766		88,391

Provision for credit losses			(51		)	462		7,710		7,868
		NET INTEREST INCOME AFTER
		PROVISION FOR CREDIT LOSSES	23,129			21,687		84,056		80,523

NONINTEREST INCOME
	Service charges on deposit accounts		278			221		1,015		809
	Trust income		1,511			1,391		5,511		5,098
	Investment advisory income		1,772			1,422		6,738		5,241
	Investment securities gains(losses)		–			–		–		107
	Earnings on bank owned life insurance		264			259		815		984
	Other		480			450		1,893		1,180
		TOTAL NONINTEREST INCOME	4,305			3,743		15,972		13,419

NONINTEREST EXPENSE
	Salaries		7,177			6,141		27,475		24,747
	Employee benefits		2,243			2,080		8,938		7,439
	Occupancy expense		1,243			1,147		4,790		4,761
	Professional fees		1,601			1,241		5,931		4,753
	Directors’ fees and expenses		272			769		1,053		1,451
	Computer software expense		1,761			1,336		5,952		5,050
	FDIC assessment		330			380		1,308		1,403
	Advertising expenses		409			583		1,575		1,657
	Advisor expenses related to trust income		18			31		113		120
	Telephone expenses		181			178		746		712
	Intangible amortization		72			72		286		285
	Other		3,159			770		7,043		4,415
		TOTAL NONINTEREST EXPENSE	18,466			14,728		65,210		56,793

	Income before income taxes		8,968			10,702		34,818		37,149

Provision for income taxes			1,804			2,578		6,935		7,671
		NET INCOME	$	7,164		$	8,124	27,883		$	29,478

Basic and diluted earnings per share			$	0.63		$	0.72	$	2.47	$	2.62

Weighted average shares outstanding			11,322,045			11,264,908		11,303,118		11,258,300

ORANGE COUNTY BANCORP, INC.
NET INTEREST MARGIN ANALYSIS
(UNAUDITED)
(Dollar Amounts in thousands)

	Three Months Ended December 31,
	2024					2023
	Average Balance		Interest		Average Rate	Average Balance		Interest		Average Rate
Assets:
Loans Receivable (net of PPP)	$	1,813,263	$	27,261	5.96%	$	1,725,560	$	25,863	5.95%
PPP Loans	174		2		4.56%	222		3		5.36%
Investment securities	456,552		3,207		2.79%	471,955		3,480		2.93%
Due from banks	143,908		1,665		4.59%	149,312		1,984		5.27%
Other	9,033		71		3.12%	12,432		237		7.56%
Total interest earning assets	2,422,930		32,206		5.27%	2,359,481		31,567		5.31%
Non-interest earning assets	94,263					98,224
Total assets	$	2,517,193				$	2,457,705

Liabilities and equity:
Interest-bearing demand accounts	$	339,233	$	402	0.47%	$	314,008	$	409	0.52%
Money market accounts	698,335		3,967		2.25%	600,451		2,958		1.95%
Savings accounts	269,244		939		1.38%	228,078		678		1.18%
Certificates of deposit	162,610		1,658		4.05%	217,137		2,500		4.57%
Total interest-bearing deposits	1,469,422		6,966		1.88%	1,359,674		6,545		1.91%
FHLB Advances and other borrowings	132,908		1,932		5.77%	187,989		2,643		5.58%
Subordinated notes	19,579		230		4.66%	19,508		230		4.68%
Total interest bearing liabilities	1,621,909		9,128		2.23%	1,567,171		9,418		2.38%
Non-interest bearing demand accounts	679,727					719,535
Other non-interest bearing liabilities	25,664					24,376
Total liabilities	2,327,300					2,311,082
Total shareholders’ equity	189,893					146,623
Total liabilities and shareholders’ equity	$	2,517,193				$	2,457,705

Net interest income			$	23,078				$	22,149
Interest rate spread ¹					3.04%					2.92%
Net interest margin ²					3.78%					3.72%
Average interest earning assets to interest-bearing liabilities	149.4%					150.6%

Notes:
¹ The Interest rate spread is the difference between the yield on average interest-earning assets and the cost of average interest-bearing liabilities
² Net interest margin is the annualized net interest income divided by average interest-earning assets

ORANGE COUNTY BANCORP, INC.
NET INTEREST MARGIN ANALYSIS
(UNAUDITED)
(Dollar Amounts in thousands)

	Twelve Months Ended December 31,
	2024					2023
	Average Balance		Interest		Average Rate	Average Balance		Interest		Average Rate
Assets:
Loans Receivable (net of PPP)	$	1,760,057	$	106,022	6.01%	$	1,683,232	$	96,236	5.72%
PPP Loans	192		8		4.16%	1,133		28		2.47%
Investment securities	467,145		13,255		2.83%	503,410		14,055		2.79%
Due from banks	153,634		7,221		4.69%	142,003		6,498		4.58%
Other	8,218		721		8.75%	11,561		953		8.24%
Total interest earning assets	2,389,246		127,227		5.31%	2,341,339		117,770		5.03%
Non-interest earning assets	95,597					96,259
Total assets	$	2,484,843				$	2,437,598

Liabilities and equity:
Interest-bearing demand accounts	$	366,103	$	1,751	0.48%	$	331,056	$	1,284	0.39%
Money market accounts	670,231		15,199		2.26%	617,345		9,429		1.53%
Savings accounts	254,098		3,525		1.38%	245,663		2,413		0.98%
Certificates of deposit	168,202		7,399		4.39%	165,239		6,393		3.87%
Total interest-bearing deposits	1,458,634		27,874		1.91%	1,359,303		19,519		1.44%
FHLB Advances and other borrowings	126,149		6,666		5.27%	170,371		8,938		5.25%
Subordinated notes	19,553		921		4.70%	19,481		922		4.73%
Total interest bearing liabilities	1,604,336		35,461		2.20%	1,549,155		29,379		1.90%
Non-interest bearing demand accounts	675,983					717,689
Other non-interest bearing liabilities	26,440					23,338
Total liabilities	2,306,759					2,290,182
Total shareholders’ equity	178,084					147,416
Total liabilities and shareholders’ equity	$	2,484,843				$	2,437,598

Net interest income			$	91,766				$	88,391
Interest rate spread ¹					3.11%					3.13%
Net interest margin ²					3.83%					3.78%
Average interest earning assets to interest-bearing liabilities	148.9%					151.1%

Notes:
¹ The Interest rate spread is the difference between the yield on average interest-earning assets and the cost of average interest-bearing liabilities
² Net interest margin is the annualized net interest income divided by average interest-earning assets

ORANGE COUNTY BANCORP, INC.
SELECTED RATIOS AND OTHER DATA
(UNAUDITED)

	Three Months Ended December 31,		Twelve Months Ended December 31,
	2024	2023	2024	2023
Performance Ratios:
Return on average assets (1)	1.14%	1.32%	1.12%	1.21%
Return on average equity (1)	15.09%	22.16%	15.66%	20.00%
Interest rate spread (2)	3.04%	2.92%	3.11%	3.13%
Net interest margin (3)	3.78%	3.72%	3.83%	3.78%
Dividend payout ratio (4)	19.76%	15.95%	19.05%	17.56%
Non-interest income to average total assets	0.68%	0.61%	0.64%	0.55%
Non-interest expenses to average total assets	2.93%	2.40%	2.62%	2.33%
Average interest-earning assets to average interest-bearing liabilities	149.39%	150.56%	148.92%	151.14%

	At	At
	December 31, 2024	December 31, 2023
Asset Quality Ratios:
Non-performing assets to total assets	0.25%	0.18%
Non-performing loans to total loans	0.35%	0.25%
Allowance for credit losses to non-performing loans	413.99%	568.83%
Allowance for credit losses to total loans	1.44%	1.44%

Capital Ratios (5):
Total capital (to risk-weighted assets)	15.37%	14.16%
Tier 1 capital (to risk-weighted assets)	14.12%	12.91%
Common equity tier 1 capital (to risk-weighted assets)	14.12%	12.91%
Tier 1 capital (to average assets)	10.23%	9.42%

Notes:
(1) Annualized for the three and twelve month periods ended December 31, 2024 and 2023, respectively.
(2) Represents the difference between the weighted-average yield on interest-earning assets and the weighted-average cost of interest-bearing liabilities for the periods.
(3) The net interest margin represents net interest income as a percent of average interest-earning assets for the periods.
(4) The dividend payout ratio represents dividends paid per share divided by net income per share.
(5) Ratios are for the Bank only.

ORANGE COUNTY BANCORP, INC.
SELECTED OPERATING DATA
(UNAUDITED)
(Dollar Amounts in thousands except per share data)
	Three Months Ended December 31,					Twelve Months Ended December 31,
	2024			2023		2024		2023
Interest income	$	32,206		$	31,567	$	127,227	$	117,770
Interest expense	9,128			9,418		35,461		29,379
Net interest income	23,078			22,149		91,766		88,391
Provision for credit losses	(51		)	462		7,710		7,868
Net interest income after provision for credit losses	23,129			21,687		84,056		80,523
Noninterest income	4,305			3,743		15,972		13,419
Noninterest expenses	18,466			14,728		65,210		56,793
Income before income taxes	8,968			10,702		34,818		37,149
Provision for income taxes	1,804			2,578		6,935		7,671
Net income	$	7,164		$	8,124	$	27,883	$	29,478

Basic and diluted earnings per share	$	0.63		$	0.72	$	2.47	$	2.62
Weighted average common shares outstanding	11,322,045			11,264,908		11,303,118		11,258,300

	At			At
	December 31, 2024			December 31, 2023
Book value per share	$	16.35		$	14.63
Net tangible book value per share (1)	$	15.80		$	14.06
Outstanding common shares	11,350,158			11,302,622

Notes:
(1) Net tangible book value represents the amount of total tangible assets reduced by our total liabilities. Tangible assets are calculated by reducing total assets, as defined by GAAP, by $5,359 in goodwill and $821, and $1,107 in other intangible assets for December 31, 2024 and December 31, 2023, respectively.

ORANGE COUNTY BANCORP, INC.
LOAN COMPOSITION
(UNAUDITED)
(Dollar Amounts in thousands)
	At December 31, 2024				At December 31, 2023
	Amount		Percent		Amount		Percent
Commercial and industrial (a)	$	251,313	13.84	%	$	273,562	15.66	%
Commercial real estate	1,362,054		75.01	%	1,259,356		72.08	%
Commercial real estate construction	80,993		4.46	%	85,725		4.91	%
Residential real estate	74,973		4.13	%	78,321		4.48	%
Home equity	17,365		0.96	%	13,546		0.78	%
Consumer	29,053		1.60	%	36,552		2.09	%
Total loans	1,815,751		100.00	%	1,747,062		100.00	%
Allowance for loan losses	26,077				25,182
Total loans, net	$	1,789,674			$	1,721,880

(a) – Includes PPP loans of:	$	170			$	215

ORANGE COUNTY BANCORP, INC. DEPOSITS BY ACCOUNT TYPE (UNAUDITED) (Dollar Amounts in thousands)
	At December 31, 2024						At December 31, 2023
	Amount		Percent		Average Rate		Amount		Percent		Average Rate
Noninterest-bearing demand accounts	$	651,135	30.24	%	0.00	%	$	699,203	34.30	%	0.00	%
Interest bearing demand accounts	331,115		15.38	%	0.42	%	304,892		14.95	%	0.49	%
Money market accounts	679,082		31.54	%	2.15	%	584,976		28.69	%	2.04	%
Savings accounts	271,014		12.59	%	1.25	%	228,161		11.19	%	1.19	%
Certificates of Deposit	221,013		10.26	%	3.97	%	221,517		10.87	%	4.57	%
Total	$	2,153,359	100.00	%	1.31	%	$	2,038,749	100.00	%	1.29	%

ORANGE COUNTY BANCORP, INC.
NON-PERFORMING ASSETS
(UNAUDITED)
(Dollar Amounts in thousands)

	December 31, 2024			December 31, 2023

Non-accrual loans:
Commercial and industrial	$	293		$	556
Commercial real estate	6,000			2,692
Commercial real estate construction	–			–
Residential real estate	6			1,179
Home equity	–			–
Consumer	–			–
Total non-accrual loans	6,299			4,427
Accruing loans 90 days or more past due:
Commercial and industrial	–			–
Commercial real estate	–			–
Commercial real estate construction	–			–
Residential real estate	–			–
Home equity	–			–
Consumer	–			–
Total loans 90 days or more past due	–			–
Total non-performing loans	6,299			4,427
Other real estate owned	–			–
Other non-performing assets	–			–
Total non-performing assets	$	6,299		$	4,427

Ratios:
Total non-performing loans to total loans	0.35		%	0.25		%
Total non-performing loans to total assets	0.25		%	0.18		%
Total non-performing assets to total assets	0.25		%	0.18		%

The MIL Network –

February 6, 2025

MIL-OSI: Great Elm Group Reports Fiscal 2025 Second Quarter Financial Results

Source: GlobeNewswire (MIL-OSI)

PALM BEACH GARDENS, Fla., Feb. 05, 2025 (GLOBE NEWSWIRE) — Great Elm Group, Inc. (“we,” “our,” “GEG,” “Great Elm,” or “the Company”), (NASDAQ: GEG), an alternative asset manager, today announced financial results for its fiscal second quarter ended December 31, 2024.

Fiscal Second Quarter 2025 and Recent Highlights

Great Elm Capital Corp. (NASDAQ: GECC) raised an additional $13.2 million of equity at NAV in December 2024, through the issuance of approximately 1.1 million shares of GECC common stock to Summit Grove Partners (“SGP”).
On February 4, 2025, the Company acquired the assets of Greenfield CRE, a leading construction management company and longstanding partner of Monomoy.
- In connection with the acquisition, Great Elm formed Monomoy Construction Services, LLC (“MCS”) and combined Greenfield with Monomoy BTS Construction Management to launch an integrated, full-service construction business.
- MCS will be dedicated to serving Great Elm’s various real estate verticals, as well as expanding its existing third-party consulting business.
GEG’s fee-paying assets under management (“FPAUM”) and assets under management (“AUM”) totaled approximately $538 million and $751 million, respectively.
- FPAUM and AUM growth of 17% and 14%, respectively, compared to the prior-year period.
Total revenue for the second quarter grew 24% to $3.5 million, compared to $2.8 million for the prior-year period.
- Growth in revenue was primarily driven by increased revenue from Monomoy BTS, Corporation and increased GECC management fees, due to growth in FPAUM.
- Great Elm collected incentive fees from GECC totaling $0.5 million for the three months ended December 31, 2024.
Net income from continuing operations for the second quarter was $1.4 million, compared to a net loss from continuing operations of ($0.2) million in the prior-year period.
Adjusted EBITDA for the second quarter was $1.0 million, compared to $0.6 million in the prior-year period.
Through February 4, 2025, Great Elm has repurchased approximately 4.1 million shares for $7.4 million, at an average price of $1.83 per share, through its share repurchase program.
- Book value per share was $2.30 as of December 31, 2024, excluding Consolidated Funds.
As of December 31, 2024, GEG had approximately $44 million of cash on its balance sheet to support growth initiatives across its alternative asset management platform.

Management Commentary

Jason Reese, Chief Executive Officer of the Company, stated, “We delivered a solid fiscal second quarter 2025, continuing our positive momentum by expanding our assets under management, growing revenue across our credit and real estate businesses and generating strong returns on our investments. Our BDC closed another successful capital raise at NAV, increased its first quarter dividend to 37 cents per share and announced a special dividend in December of 5 cents per share. Additionally, the Great Elm Credit Income Fund (“GECIF”) continued to perform very well, closing December with net inception-to-date returns of approximately 13.9%.¹ GECIF’s established track record leaves us well-positioned to attract further capital to scale our investment management platform.”

“In Real Estate, we were thrilled to announce the acquisition of Greenfield CRE into our newly formed Monomoy Construction Services business. We expect this transaction to enhance our construction management expertise, expand our scope of services, and fortify our overall real estate value proposition to our investors and tenants. Our long-standing relationship with Greenfield will allow us to quickly benefit from the launch of our fully integrated, full-service real estate platform. Importantly, we maintained our commitment to the GEG share repurchase program, continuing to buy back shares at an attractive discount to book value. Looking ahead, we remain focused on executing on our strategic priorities: growing our core credit and real estate businesses, pursuing compelling investment opportunities across our platform and leveraging our strong balance sheet to maximize shareholder value.”

GEG Managed Vehicle Highlights

GECC demonstrated continued strong performance, raised meaningful capital and increased its quarterly base distribution.
- GECC raised $13.2 million of equity at Net Asset Value (“NAV”) through the issuance of approximately 1.1 million shares of GECC common stock to SGP.
- GEG demonstrated its commitment to growing its credit platform through a $3.3 million investment in SGP.
- GECC announced a 5.7% increase on its quarterly base distribution to $0.37 per share for the first quarter of 2025 (compared to the prior $0.35 per share) and paid a special cash distribution of $0.05 per share in January 2025.
Monomoy BTS and Monomoy REIT continued to execute on their strategic priorities.
- Monomoy BTS completed construction of its second build-to-suit property in Mississippi and made meaningful progress on its third project in Florida.
- Monomoy REIT closed on three property purchases for approximately $3.8 million and maintains a strong pipeline of transaction opportunities and open requirements from our tenants.
GECIF delivered a strong return on invested capital of approximately 13.9%, net of fees, for the period from its inception through December 31, 2024.¹

Discussion of Financial Results for the Fiscal Second Quarter Ended December 31, 2024

GEG reported total revenue of $3.5 million, up 24% from $2.8 million in the prior-year period.

GEG recorded net income from continuing operations of $1.4 million, compared to a net loss from continuing operations of ($0.2) million in the prior-year period.

GEG recorded Adjusted EBITDA of $1.0 million, compared to $0.6 million in the prior-year period.

Monomoy CRE, LLC Acquisition

On February 4, 2025, Great Elm acquired the assets of Greenfield, a leading construction management company and longstanding partner of MCRE, our real estate investment manager. In connection with the acquisition, Great Elm formed Monomoy Construction Services, LLC and combined the assets of Greenfield with the assets of Monomoy BTS Construction Management to launch an integrated, full-service construction business. With MCS, Monomoy will offer a full-service, in-house suite of project management, procurement, construction management, asset management, market analysis and feasibility services for its industrial real estate tenants.

Stock Repurchase Program

In the fiscal first quarter 2025, GEG’s Board of Directors approved an incremental stock repurchase program under which GEG is authorized to repurchase up to $20 million in the aggregate of its outstanding common stock in the open market. As of February 4, 2025, the Company has repurchased approximately 4.1 million shares for $7.4 million under this program.

Fiscal 2025 Second Quarter Conference Call & Webcast Information

When:		Thursday, February 6, 2025, 8:30 a.m. Eastern Time (ET)

Call:		All interested parties are invited to participate in the conference call by dialing +1 (877) 407-0752; international callers should dial +1 (201) 389-0912. Participants should enter the Conference ID 13746970 if asked.

Webcast:		The conference call will be webcast simultaneously and can be accessed here. A copy of the slide presentation accompanying the conference call, can be found here.

About Great Elm Group, Inc.

Great Elm Group, Inc. (NASDAQ: GEG) is a publicly-traded, alternative asset manager focused on growing a scalable and diversified portfolio of long-duration and permanent capital vehicles across credit, real estate, specialty finance, and other alternative strategies. Great Elm Group, Inc. and its subsidiaries currently manage Great Elm Capital Corp., a publicly-traded business development company, and Monomoy Properties REIT, LLC, an industrial-focused real estate investment trust, in addition to other investments. Great Elm Group, Inc.’s website can be found at www.greatelmgroup.com.

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995

Statements in this press release that are “forward-looking” statements, including statements regarding expected growth, profitability, acquisition opportunities and outlook involve risks and uncertainties that may individually or collectively impact the matters described herein. Investors are cautioned not to place undue reliance on any such forward-looking statements, which speak only as of the date they are made and represent Great Elm’s assumptions and expectations in light of currently available information. These statements involve risks, variables and uncertainties, and Great Elm’s actual performance results may differ from those projected, and any such differences may be material. For information on certain factors that could cause actual events or results to differ materially from Great Elm’s expectations, please see Great Elm’s filings with the Securities and Exchange Commission (“SEC”), including its most recent annual report on Form 10-K and subsequent reports on Forms 10-Q and 8-K. Additional information relating to Great Elm’s financial position and results of operations is also contained in Great Elm’s annual and quarterly reports filed with the SEC and available for download at its website www.greatelmgroup.com or at the SEC website www.sec.gov.

Non-GAAP Financial Measures

The SEC has adopted rules to regulate the use in filings with the SEC, and in public disclosures, of financial measures that are not in accordance with US GAAP, such as adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”). Adjusted EBITDA is derived from methodologies other than in accordance with US GAAP. Great Elm believes that Adjusted EBITDA is an important measure for investors to use in evaluating Great Elm’s businesses. In addition, Great Elm’s management reviews Adjusted EBITDA as they evaluate acquisition opportunities.

Adjusted EBITDA has limitations as an analytical tool, and you should not consider it either in isolation from, or as a substitute for, analyzing Great Elm’s results as reported under US GAAP. Non-GAAP financial measures reported by Great Elm may not be comparable to similarly titled amounts reported by other companies.

Included in the financial tables below is a reconciliation of Adjusted EBITDA to the most directly comparable US GAAP financial measure, net income from continuing operations.

Endnotes
¹Assumes invested at inception on November 1, 2023, and remained invested throughout the succeeding fourteen months ended December 31, 2024, with distributions reinvested, net of founder’s class fees and expenses. Performance results should not be regarded as final until audited financial statements are issued covering the period shown. Past performance is no guarantee of future results. This press release does not constitute an offer to sell or a solicitation of an offer to buy interests in any investment vehicle managed by Great Elm or its affiliates. Any such offer or solicitation will only be made pursuant to the applicable offering documents for such investment vehicle.

Media & Investor Contact:
Investor Relations
geginvestorrelations@greatelmcap.com

Great Elm Group, Inc.
Condensed Consolidated Balance Sheets (unaudited)
Dollar amounts in thousands (except per share data)

ASSETS	December 31, 2024			June 30, 2024
Current assets
Cash and cash equivalents	$	44,288		$	48,147
Restricted cash		–			1,571
Receivables from managed funds		3,725			2,259
Investments in marketable securities		–			9,929
Investments, at fair value		49,918			44,585
Prepaid and other current assets		5,275			1,215
Real estate assets, net		6,524			5,769
Assets of Consolidated Funds:
Cash and cash equivalents		2,568			2,371
Investments, at fair value		11,902			11,471
Other assets		223			253
Total current assets		124,423			127,570
Identifiable intangible assets, net		10,510			11,037
Right-of-use assets		1,784			225
Other assets		1,770			1,614
Total assets	$	138,487		$	140,446
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	185		$	317
Payable for securities purchased		19			–
Accrued expenses and other current liabilities		2,817			7,009
Current portion of related party payables		254			634
Current portion of lease liabilities		335			137
Liabilities of Consolidated Funds:
Payable for securities purchased		340			100
Accrued expenses and other liabilities		151			162
Total current liabilities		4,101			8,359
Lease liabilities, net of current portion		1,442			57
Long-term debt (face value $26,945)		26,231			26,090
Related party payables, net of current portion		–			–
Convertible notes (face value $36,380 and $35,494, including $16,578 and $16,174 held by related parties, respectively)		35,838			34,900
Other liabilities		817			845
Total liabilities		68,429			70,251
Commitments and contingencies
Stockholders’ equity
Preferred stock, $0.001 par value; 5,000,000 authorized and zero outstanding		–			–
Common stock, $0.001 par value; 350,000,000 shares authorized and 29,519,825 shares issued and 27,150,036 outstanding at December 31, 2024; and 31,875,285 shares issued and 30,494,448 outstanding at June 30, 2024		26			30
Additional paid-in-capital		3,311,447			3,315,638
Accumulated deficit		(3,249,139	)		(3,252,954	)
Total Great Elm Group, Inc. stockholders’ equity		62,334			62,714
Non-controlling interests		7,724			7,481
Total stockholders’ equity		70,058			70,195
Total liabilities and stockholders’ equity	$	138,487		$	140,446

Great Elm Group, Inc.
Condensed Consolidated Statements of Operations (unaudited)
Amounts in thousands (except per share data)

	For the three months ended December 31,						For the six months ended December 31,
	2024			2023			2024			2023
Revenues	$	3,507		$	2,819		$	7,499		$	6,129
Cost of revenues		458			–			1,093			–
Operating costs and expenses:
Investment management expenses		3,431			2,839			6,489			5,601
Depreciation and amortization		284			283			557			566
Selling, general and administrative		1,306			2,393			3,312			4,108
Expenses of Consolidated Funds		5			–			21			–
Total operating costs and expenses		5,026			5,515			10,379			10,275
Operating loss		(1,977	)		(2,696	)		(3,973	)		(4,146	)
Dividends and interest income		1,567			2,072			3,125			4,058
Net realized and unrealized gain		2,428			1,204			6,206			4,488
Net realized and unrealized gain (loss) on investments of Consolidated Funds		(29	)		114			249			114
Interest and other income of Consolidated Funds		395			128			779			128
Interest expense		(1,030	)		(1,061	)		(2,058	)		(2,123	)
(Loss) income before income taxes from continuing operations		1,354			(239	)		4,328			2,519
Income tax benefit (expense)		–			–			–			–
Net (loss) income from continuing operations		1,354			(239	)		4,328			2,519
Discontinued operations:
Net income from discontinued operations		–			–			–			16
Net (loss) income	$	1,354		$	(239	)	$	4,328		$	2,535
Less: net income attributable to non-controlling interest, continuing operations		178			111			513			111
Net (loss) income attributable to Great Elm Group, Inc.	$	1,176		$	(350	)	$	3,815		$	2,424
Net (loss) income attributable to shareholders per share
Basic	$	0.04		$	(0.01	)	$	0.13		$	0.08
Diluted	$	0.04		$	(0.01	)		0.12			0.08
Weighted average shares outstanding
Basic		27,983			29,889			28,531			29,734
Diluted		28,767			29,889			39,793			30,916

Great Elm Group, Inc.
Reconciliation from Net Income (loss) from Continuing Operations to Adjusted EBITDA
Dollar amounts in thousands

	Three months ended December 31,						Six months ended December 31,
(in thousands)	2024			2023			2024			2023
Net income (loss) from continuing operations – GAAP	$	1,354		$	(239	)	$	4,328		$	2,519
Interest expense		1,030			1,061			2,058			2,123
Income tax expense (benefit)		–			–			–			–
Depreciation and amortization		284			283			557			566
Non-cash compensation		755			839			1,872			1,726
(Gain) loss on investments		(2,399	)		(1,318	)		(6,455	)		(4,602	)
Change in contingent consideration		–			18			(6	)		36
Adjusted EBITDA	$	1,024		$	644		$	2,354		$	2,368

The MIL Network –

February 6, 2025

MIL-OSI: Symbotic Reports First Quarter Fiscal Year 2025 Results

Source: GlobeNewswire (MIL-OSI)

WILMINGTON, Mass., Feb. 05, 2025 (GLOBE NEWSWIRE) — Symbotic Inc. (Nasdaq: SYM), a leader in A.I.-enabled robotics technology for the supply chain, announced financial results for its first fiscal quarter of 2025, ended December 28, 2024. Symbotic posted revenue of $487 million, a net loss of $19 million and adjusted EBITDA¹ of $18 million for the first quarter of fiscal 2025. In the first quarter of fiscal 2024, Symbotic had revenue of $360 million, a net loss of $19 million and adjusted EBITDA¹ of $8 million. Cash and cash equivalents increased by $176 million from the prior quarter to $903 million at the end of the first quarter of fiscal year 2025.

“In the first quarter, we continued to deliver high growth while enhancing our technology position,” said Rick Cohen, Chairman and Chief Executive Officer of Symbotic. “With our recent acquisition of Walmart’s Advanced Systems and Robotics business now completed, we look forward to enhancing an already strong position to drive exceptional results for our stakeholders.”

“First quarter revenue grew over 35% year-over-year driven by solid progress across our 44 systems in the process of deployment,” said Symbotic Chief Financial Officer, Carol Hibbard. “Looking forward to the fiscal second quarter of 2025, we expect another quarter of at least 30% year-over-year revenue growth with expanding margins.”

OUTLOOK

For the second quarter of fiscal 2025, Symbotic expects revenue of $510 million to $530 million, and adjusted EBITDA² of $26 million to $30 million.

WEBCAST INFORMATION

Symbotic will host a webcast today at 5:00 pm ET to discuss its first quarter of fiscal year 2025 results. The webcast link is: https://edge.media-server.com/mmc/go/Symbotic-Q1-2025.

_______________________________
¹ Adjusted EBITDA (earnings before interest, taxes, depreciation, and amortization) is a non-GAAP financial measure as defined below under “Use of Non-GAAP Financial Information.” See the tables below for reconciliations to net loss, the most comparable GAAP measure.
² Symbotic is not providing guidance for net loss, which is the most comparable GAAP financial measure to adjusted EBITDA, because information reconciling forward-looking adjusted EBITDA to net loss is unavailable to it without unreasonable effort. Symbotic is not able to provide reconciliations of adjusted EBITDA to GAAP financial measures because certain items required for such reconciliations are outside of Symbotic’s control and/or cannot be reasonably predicted, such as the provision for stock-based compensation.

ABOUT SYMBOTIC

Symbotic is an automation technology leader reimagining the supply chain with its end-to-end, A.I.-powered robotic and software platform. Symbotic reinvents the warehouse as a strategic asset for the world’s largest retail, wholesale, and food & beverage companies. Applying next-generation technology, high-density storage and machine learning to solve today’s complex distribution challenges, Symbotic enables companies to move goods with unmatched speed, agility, accuracy and efficiency. As the backbone of commerce, Symbotic transforms the flow of goods and the economics of the supply chain for its customers. For more information, visit www.symbotic.com.

USE OF NON-GAAP FINANCIAL INFORMATION

Symbotic reports its financial results in accordance with Generally Accepted Accounting Principles in the United States (“U.S. GAAP”). This press release contains financial measures that are not recognized under U.S. GAAP (“non-GAAP financial measures”), including adjusted EBITDA, adjusted gross profit, adjusted gross profit margin, and free cash flow. These non-GAAP financial measures have limitations as an analytical tool as they do not have a standardized meaning prescribed by U.S. GAAP. The non-GAAP financial measures Symbotic uses may not be the same non-GAAP financial measures, and may not be calculated in the same manner, as that of other companies and, therefore, are unlikely to be comparable to similar measures presented by other companies. Rather, these non-GAAP financial measures are provided as a supplement to corresponding U.S. GAAP measures to provide additional information regarding the results of operations from management’s perspective. Accordingly, non-GAAP financial measures should not be considered a substitute for, in isolation from, or superior to, the financial information prepared and presented in accordance with U.S. GAAP. All non-GAAP financial measures presented in this press release are reconciled to their closest reported U.S. GAAP financial measures. Symbotic recommends that investors review the reconciliation of these non-GAAP financial measures to the most directly comparable GAAP financial measures provided in the financial statement tables included below in this press release, and not rely on any single financial measure to evaluate its business.

Symbotic defines adjusted EBITDA, a non-GAAP financial measure, as GAAP net income or loss excluding the following items: interest income; income taxes; depreciation and amortization; stock-based compensation; business combination transaction expenses; joint venture formation fees; internal control remediation; equity method investment; and other non-recurring items that may arise from time to time. Symbotic defines adjusted gross profit, a non-GAAP financial measure, as GAAP gross profit excluding the following items: depreciation and stock-based compensation. Symbotic defines adjusted gross profit margin, a non-GAAP financial measure, as adjusted gross profit divided by revenue. Symbotic defines free cash flow, a non-GAAP financial measure, as net cash provided by or used in operating activities less purchases of property and equipment and capitalization of internal use software development costs. In addition to Symbotic’s financial results determined in accordance with U.S. GAAP, Symbotic believes that adjusted EBITDA, adjusted gross profit, adjusted gross profit margin, and free cash flow non-GAAP financial measures, are useful in evaluating the performance of Symbotic’s business because they highlight trends in its core business.

FORWARD-LOOKING STATEMENTS

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 including, but not limited to, Symbotic’s expectations or predictions of future financial or business performance or conditions. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Generally, statements that are not historical facts, including statements concerning our possible or assumed future actions, business strategies, events, backlog or results of operations, are forward-looking statements. These statements may be preceded by, followed by or include the words “believes,” “estimates,” “expects,” “projects,” “forecasts,” “may,” “will,” “should,” “seeks,” “plans,” “scheduled,” “anticipates” or “intends” or similar expressions.

Forward-looking statements include, but are not limited to, statements about the ability of or expectations regarding Symbotic to:

meet the technical requirements of existing or future supply agreements with its customers, including with respect to existing backlog;
expand its target customer base and maintain its existing customer base;
realize the benefits expected from the acquisition of Walmart’s Advanced Systems and Robotics business, the GreenBox joint venture, the Commercial Agreement with GreenBox, Symbotic’s acquisitions of developed technology intangible assets, and the commercial agreement with Walmart de México y Centroamérica;
realize its outlook, including its system gross margin;
anticipate industry trends;
maintain and enhance its system;
maintain the listing of the Symbotic Class A Common Stock on Nasdaq;
execute its growth strategy;
develop, design and sell systems that are differentiated from those of competitors;
execute its research and development strategy;
acquire, maintain, protect and enforce intellectual property;
attract, train and retain effective officers, key employees or directors;
comply with laws and regulations applicable to its business;
stay abreast of modified or new laws and regulations applying to its business;
successfully defend litigation;
issue equity securities in connection with future transactions;
meet future liquidity requirements and, if applicable, comply with restrictive covenants related to long-term indebtedness;
timely and effectively remediate any material weaknesses in its internal control over financial reporting;
anticipate rapid technological changes; and
effectively respond to general economic and business conditions.

Forward-looking statements also include, but are not limited to, statements with respect to:

the future performance of Symbotic’s business and operations;
expectations regarding revenues, expenses, adjusted EBITDA and anticipated cash needs;
expectations regarding cash flow, liquidity and sources of funding;
expectations regarding capital expenditures;
the anticipated benefits of Symbotic’s leadership structure;
the effects of pending and future legislation;
business disruption;
disruption to the business due to Symbotic’s dependency on certain customers;
increasing competition in the warehouse automation industry;
any delays in the design, production or launch of Symbotic’s systems and products;
the failure to meet customers’ requirements under existing or future contracts or customer’s expectations as to price or pricing structure;
any defects in new products or enhancements to existing products;
the fluctuation of operating results from period to period due to a number of factors, including the pace of customer adoption of Symbotic’s new products and services and any changes in its product mix that shift too far into lower gross margin products; and
any consequences associated with joint ventures and legislative and regulatory actions and reforms.

Such forward-looking statements involve risks and uncertainties that may cause actual events, results or performance to differ materially from those indicated by such statements. Certain of these risks are identified and discussed in Symbotic’s Annual Report on Form 10-K for the fiscal year ended September 28, 2024, filed with the U.S. Securities and Exchange Commission (the “SEC”) on December 4, 2024. These risk factors will be important to consider in determining future results and should be reviewed in their entirety. These forward-looking statements are expressed in good faith, and Symbotic believes there is a reasonable basis for them. However, there can be no assurance that the events, results or trends identified in these forward-looking statements will occur or be achieved. Forward-looking statements are provided for the purposes of assisting the reader in understanding our financial performance, financial position and cash flows as of and for periods ended on certain dates and to present information about management’s current expectations and plans relating to the future, and the reader is cautioned not to place undue reliance on these forward-looking statements because of their inherent uncertainty and to appreciate the limited purposes for which they are being used by management. While we believe that the assumptions and expectations reflected in the forward-looking statements are reasonable based on information currently available to management, there is no assurance that such assumptions and expectations will prove to have been correct. Forward-looking statements speak only as of the date they are made and are based on the beliefs, estimates, expectations and opinions of management on that date. Symbotic is not under any obligation, and expressly disclaims any obligation to update, alter or otherwise revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law. Readers should carefully review the statements set forth in the reports that Symbotic has filed or will file from time to time with the SEC.

In addition to factors previously disclosed in Symbotic’s Annual Report on Form 10-K for the fiscal year ended September 28, 2024 filed with the SEC on December 4, 2024 and those identified elsewhere in this press release, the following factors, among others, could cause actual results to differ materially from forward-looking statements or historical performance: failure to realize the benefits expected from the acquisition of Walmart’s Advanced Systems and Robotics business and risks related to the acquisition.

Any financial projections in this press release or discussed in the webcast are forward-looking statements that are based on assumptions that are inherently subject to significant uncertainties and contingencies, many of which are beyond Symbotic’s control. While all projections are necessarily speculative, Symbotic believes that the preparation of prospective financial information involves increasingly higher levels of uncertainty the further out the projection extends from the date of preparation. The assumptions and estimates underlying the projected results are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the projections. The inclusion of projections in this communication should not be regarded as an indication that Symbotic, or its representatives, considered or considers the projections to be a reliable prediction of future events.

Annualized, projected and estimated numbers are not forecasts and may not reflect actual results.

This communication is not intended to be all-inclusive or to contain all the information that a person may desire in considering an investment in Symbotic and is not intended to form the basis of an investment decision in Symbotic. The forward-looking statements contained in this press release and other reports we file with, or furnish to, the SEC and other regulatory agencies and made by our directors, officers, other employees and other persons authorized to speak on our behalf are expressly qualified in their entirety by these cautionary statements.

INVESTOR RELATIONS CONTACT

Charlie Anderson
Vice President, Investor Relations & Corporate Development
ir@symbotic.com

MEDIA INQUIRIES
mediainquiry@symbotic.com


Symbotic Inc. and Subsidiaries Consolidated Statements of Operations

	Three Months Ended
(in thousands, except share and per share information)	December 28, 2024			September 28, 2024			December 30, 2023
Revenue:
Systems	$	464,059		$	536,447		$	347,705
Software maintenance and support		5,525			5,893			2,169
Operation services		17,109			22,226			10,069
Total revenue		486,693			564,566			359,943
Cost of revenue:
Systems		381,819			442,009			283,946
Software maintenance and support		1,884			2,748			1,726
Operation services		22,951			23,392			10,214
Total cost of revenue		406,654			468,149			295,886
Gross profit		80,039			96,417			64,057
Operating expenses:
Research and development expenses		43,592			40,130			42,144
Selling, general, and administrative expenses		61,076			45,399			47,012
Total operating expenses		104,668			85,529			89,156
Operating income (loss)		(24,629	)		10,888			(25,099	)
Other income, net		7,823			9,416			6,199
Income (loss) before income tax		(16,806	)		20,304			(18,900	)
Income tax expense		(150	)		(4,110	)		(172	)
Loss from equity method investment		(1,564	)		(240	)		—
Net income (loss)		(18,520	)		15,954			(19,072	)
Net income (loss) attributable to noncontrolling interests		(15,044	)		13,118			(16,236	)
Net income (loss) attributable to common stockholders	$	(3,476	)	$	2,836		$	(2,836	)

Income (loss) per share of Class A Common Stock:
Basic and Diluted⁽¹⁾	$	(0.03	)	$	0.03		$	(0.03	)
Weighted-average shares of Class A Common Stock outstanding:
Basic		106,098,566			104,146,479			83,320,943
Diluted⁽²⁾	n/a				108,646,977		n/a

(1) For the three months ended September 28, 2024, basic and diluted EPS were calculated as the same value and as such presented on the same line.

(2) Periods in which the Company was in a net loss position, diluted weighted-average shares of Class A Common Stock outstanding is the same as basic and as such indicated with “n/a”.


Symbotic Inc. and Subsidiaries Reconciliation of Non-GAAP Financial Measures

The following table reconciles GAAP net income (loss) to Adjusted EBITDA:

	Three Months Ended
(in thousands)	December 28, 2024			September 28, 2024			December 30, 2023
Net income (loss)	$	(18,520	)	$	15,954		$	(19,072	)
Interest income		(7,769	)		(9,353	)		(6,149	)
Income tax expense		150			4,110			172
Depreciation and amortization		6,860			5,780			2,565
Stock-based compensation		28,741			26,100			29,462
Business Combination transaction expenses		3,802			324			—
Joint venture formation fees		—			—			1,089
Internal controls remediation		3,076			—			—
Restructuring charges		—			(775	)		—
Equity method investment		1,564			240			—
Adjusted EBITDA	$	17,904		$	42,380		$	8,067

The following table reconciles GAAP gross profit to Adjusted gross profit:

	Three Months Ended
(in thousands)	December 28, 2024			September 28, 2024			December 30, 2023
Gross profit	$	80,039		$	96,417		$	64,057
Depreciation		2,469			2,208			93
Stock-based compensation		3,709			3,260			3,431
Restructuring charges		—			(775	)		—
Adjusted gross profit	$	86,217		$	101,110		$	67,581

Gross profit margin		16.4	%		17.1	%		17.8	%
Adjusted gross profit margin		17.7	%		17.9	%		18.8	%

The following table reconciles GAAP net cash provided by (used in) operating activities to free cash flow:

	Three Months Ended
(in thousands)	December 28, 2024			September 28, 2024			December 30, 2023

Net cash provided by (used in) operating activities	$	205,027		$	(99,383	)	$	(30,150	)
Purchases of property and equipment		(7,357	)		(20,730	)		(2,173	)
Capitalization of internal use software development costs		—			(637	)		(820	)
Free cash flow	$	197,670		$	(120,750	)	$	(33,143	)


Symbotic Inc. and Subsidiaries Supplemental Common Share Information

Total Common Shares issued and outstanding:

	December 28, 2024	September 28, 2024
Class A Common Shares issued and outstanding	106,521,915	104,689,377
Class V-1 Common Shares issued and outstanding	76,588,618	76,965,386
Class V-3 Common Shares issued and outstanding	404,309,196	404,309,196
	587,419,729	585,963,959


Symbotic Inc. and Subsidiaries Consolidated Balance Sheets

(in thousands, except share data)	December 28, 2024			September 28, 2024
ASSETS
Current assets:
Cash and cash equivalents	$	903,034		$	727,310
Accounts receivable		134,391			201,548
Unbilled accounts receivable		223,349			218,233
Inventories		108,691			106,136
Deferred expenses		3,221			1,058
Prepaid expenses and other current assets		85,740			101,252
Total current assets		1,458,426			1,355,537
Property and equipment, net		105,079			97,109
Intangible assets, net		14,949			3,664
Equity method investment		85,946			81,289
Other assets		51,222			40,953
Total assets	$	1,715,622		$	1,578,552
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	206,324		$	175,188
Accrued expenses and other current liabilities		203,353			165,644
Deferred revenue		787,174			676,314
Total current liabilities		1,196,851			1,017,146
Deferred revenue		76,712			129,233
Other liabilities		48,134			42,043
Total liabilities		1,321,697			1,188,422
Commitments and contingencies		—			—
Equity:
Class A Common Stock, 3,000,000,000 shares authorized, 106,521,915 and 104,689,377 shares issued and outstanding at December 28, 2024 and September 28, 2024, respectively		13			13
Class V-1 Common Stock, 1,000,000,000 shares authorized, 76,588,618 and 76,965,386 shares issued and outstanding at December 28, 2024 and September 28, 2024, respectively		7			7
Class V-3 Common Stock, 450,000,000 shares authorized, 404,309,196 shares issued and outstanding at December 28, 2024 and September 28, 2024		40			40
Additional paid-in capital		1,526,573			1,523,692
Accumulated deficit		(1,327,401	)		(1,323,925	)
Accumulated other comprehensive loss		(2,696	)		(2,594	)
Total stockholders’ equity		196,536			197,233
Noncontrolling interest		197,389			192,897
Total equity		393,925			390,130
Total liabilities and equity	$	1,715,622		$	1,578,552


Symbotic Inc. and Subsidiaries Consolidated Statements of Cash Flows

	Three Months Ended
(in thousands)	December 28, 2024			September 28, 2024			December 30, 2023
Cash flows from operating activities:
Net income (loss)	$	(18,520	)	$	15,954		$	(19,072	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization		7,645			6,432			3,197
Foreign currency (gains) losses, net		(32	)		—			22
Loss on disposal of assets		201			337			—
Provision for excess and obsolete inventory		688			(775	)		70
Stock-based compensation		26,773			25,350			29,462
Changes in operating assets and liabilities:
Accounts receivable		67,376			(101,010	)		(83,789	)
Inventories		(10,425	)		30,202			(1,567	)
Prepaid expenses and other current assets		10,317			(114,889	)		(32,653	)
Deferred expenses		(2,164	)		5,690			(7,152	)
Other assets		(1,079	)		(3,848	)		(5,906	)
Accounts payable		31,145			47,399			(7,261	)
Accrued expenses and other current liabilities		45,540			(6,209	)		15,716
Deferred revenue		58,336			6,309			69,966
Other liabilities		(10,774	)		(10,325	)		8,817
Net cash provided by (used in) operating activities		205,027			(99,383	)		(30,150	)
Cash flows from investing activities:
Purchases of property and equipment		(7,357	)		(20,730	)		(2,173	)
Capitalization of internal use software development costs		—			(637	)		(820	)
Proceeds from maturities of marketable securities		—			—			150,000
Purchases of marketable securities		—			—			(48,317	)
Acquisitions of strategic investments		(17,992	)		(23,996	)		—
Net cash provided by (used in) investing activities		(25,349	)		(45,363	)		98,690
Cash flows from financing activities:
Payment for taxes related to net share settlement of stock-based compensation awards		(3,012	)		—			(56	)
Net proceeds from issuance of common stock under employee stock purchase plan		—			2,308			—
Distributions to or on behalf of Symbotic Holdings LLC partners		(850	)		(561	)		—
Proceeds from exercise of warrants		—			—			158,702
Net cash provided by (used in) financing activities		(3,862	)		1,747			158,646
Effect of exchange rate changes on cash, cash equivalents, and restricted cash		(84	)		21			(2	)
Net increase (decrease) in cash, cash equivalents, and restricted cash		175,732			(142,978	)		227,184
Cash, cash equivalents, and restricted cash – beginning of period		730,354			873,332			260,918
Cash, cash equivalents, and restricted cash – end of period	$	906,086		$	730,354		$	488,102


	Three Months Ended
(in thousands)	December 28, 2024			September 28, 2024			December 30, 2023
Reconciliation of cash, cash equivalents, and restricted cash:
Cash and cash equivalents	$	903,034		$	727,310		$	485,952
Restricted cash		3,052			3,044			2,150
Cash, cash equivalents, and restricted cash	$	906,086		$	730,354		$	488,102

The MIL Network –

February 6, 2025

MIL-OSI: FormFactor, Inc. Reports 2024 Fourth Quarter Results

Source: GlobeNewswire (MIL-OSI)

FY24 revenue of $764 million, up 15.2% from $663 million in FY23, driven by growth in HBM revenue;
Announces acquisition of minority interest in FICT Limited, a key supplier of industry-leading, high-performance advanced probe card components

LIVERMORE, Calif., Feb. 05, 2025 (GLOBE NEWSWIRE) — FormFactor, Inc. (Nasdaq: FORM) today announced its financial results for the fourth quarter of fiscal 2024 ended December 28, 2024. Quarterly revenues were $189.5 million, a decrease of 8.9% compared to $207.9 million in the third quarter of fiscal 2024, and an increase of 12.7% from $168.2 million in the fourth quarter of fiscal 2023. For fiscal 2024, FormFactor recorded revenues of $764 million, up 15.2% from $663 million in fiscal 2023.

High Bandwidth Memory grew fourfold in fiscal 2024 compared to the prior year, driven by adoption of Generative AI, overcoming persistent lackluster demand in important high-unit-volume markets like PCs and mobile handsets.
DRAM probe-card revenue during the fourth quarter set third consecutive quarterly record.
Continued focus on expanding and diversifying FormFactor’s market position in enabling advanced packaging, through new customer qualifications in client PCs and server applications and new high-performance-compute applications.
FICT acquisition with MBK Partners solidifies FormFactor’s access to FICT’s technologies and products, which are an important component of advanced probe cards.

“As expected, FormFactor reported sequentially lower fourth-quarter revenue, gross margin, and non-GAAP earnings per share, driven by the forecasted reduction in Foundry & Logic probe-card revenue,” said Mike Slessor, CEO of FormFactor, Inc. “This was partially offset by growth in DRAM probe-card revenue, with HBM increasing to approximately half of DRAM revenue.”

FormFactor also announced today that together with MBK Partners (“MBKP”), the largest private equity firm in North Asia, it is acquiring FICT Limited (“FICT”) from Advantage Partners Inc. FICT, headquartered in Nagano, Japan, has been providing the semiconductor test and high-performance computing industries with complex multi-layer organic substrates, printed circuit boards, and related leading-edge technologies and services since its inception as a Fujitsu business unit in 1967. This acquisition is designed to strengthen and grow FICT’s business, and the FormFactor+MBKP consortium is committed to advancing FICT’s mission to serve its entire customer base.

With this transaction, FormFactor invests approximately US$60M into the consortium. FormFactor will hold a minority, non-controlling stake of 20% and will be granted a seat on the company’s board of directors. All required regulatory and third-party approvals and conditions have been satisfied and the transaction is expected to close within the current quarter. The transaction is not expected to have a material impact on FormFactor’s results of operations.

“The semiconductor industry’s rapidly accelerating adoption of advanced packaging requires increased investment and stronger collaboration across the test and assembly supply chain,” said Mike Slessor, FormFactor’s CEO. “FormFactor’s investment in FICT builds on our long-term collaboration with them as a supplier of the industry-leading, high-performance components we use in our advanced probe cards, and provides a platform for accelerated development of tomorrow’s test and packaging consumables.”

“We’ve built a partnership with MBKP, North Asia’s leading private equity firm, with a shared vision to enhance FICT’s long-term value by fully serving all of FICT’s existing and potential customers,” Slessor concluded.

Fourth Quarter and Fiscal 2024 Highlights

On a GAAP basis, net income for the fourth quarter of fiscal 2024 was $9.7 million, or $0.12 per fully-diluted share, compared to net income for the third quarter of fiscal 2024 of $18.7 million, or $0.24 per fully-diluted share, and net income for the fourth quarter of fiscal 2023 of $75.8 million, or $0.97 per fully-diluted share. Net income for fiscal 2024 was $69.6 million, or $0.89 per fully-diluted share, compared to net income for fiscal 2023 of $82.4 million, or $1.05, per fully-diluted share. Gross margin for the fourth quarter of 2024 was 38.8%, compared with 40.7% in the third quarter of 2024, and 40.4% in the fourth quarter of 2023. Gross margin for fiscal 2024 was 40.3%, compared to 39.0% for fiscal 2023. The GAAP financial results for the fourth quarter of 2023 and fiscal 2023 include a $73.0 million gain from the sale of FRT that has been excluded from FormFactor’s fourth quarter and fiscal 2023 non-GAAP results. The GAAP financial results for fiscal 2024 include a $20.3 million gain from the sale of our China operations that has been excluded from FormFactor’s fiscal 2024 non-GAAP results.

On a non-GAAP basis, net income for the fourth quarter of fiscal 2024 was $21.3 million, or $0.27 per fully-diluted share, compared to net income for the third quarter of fiscal 2024 of $27.2 million, or $0.35 per fully-diluted share, and net income for the fourth quarter of fiscal 2023 of $15.7 million, or $0.20 per fully-diluted share. Non-GAAP net income for fiscal 2024 was $90.2 million, or $1.15 per fully-diluted share, compared to net income of $56.8 million, or $0.73 per fully-diluted share for fiscal 2023. On a non-GAAP basis, gross margin for the fourth quarter of 2024 was 40.2%, compared with 42.2% in the third quarter of 2024, and 42.1% in the fourth quarter of 2023. Non-GAAP gross margin for fiscal 2024 was 41.7%, compared to 40.7% for fiscal 2023.

A reconciliation of GAAP to non-GAAP measures is provided in the schedules included below.

GAAP net cash provided by operating activities for the fourth quarter of fiscal 2024 was $35.9 million, compared to $26.7 million for the third quarter of fiscal 2024, and $9.3 million for the fourth quarter of fiscal 2023. Free cash flow for the fourth quarter of fiscal 2024 was $28.8 million, compared to free cash flow for the third quarter of fiscal 2024 of $20.0 million, and free cash flow for the fourth quarter of 2023 of negative $0.3 million. GAAP net cash provided by operating activities for fiscal 2024 was $117.5 million, compared to $64.6 million for fiscal 2023. Free cash flow for fiscal 2024 and fiscal 2023 was $82.8 million and $11.4 million, respectively. A reconciliation of net cash provided by operating activities to non-GAAP free cash flow is provided in the schedules included below.

Outlook

Dr. Slessor added, “We continue to see slow demand in important high-unit-volume markets, like client PCs and mobile handsets, through the first quarter, with anticipated sequential reductions in demand for both non-HBM DRAM probe cards and Systems. That notwithstanding, as we move through 2025, we expect an overall increase in demand for FormFactor’s products.”

For the first quarter ending March 29, 2025, FormFactor is providing the following outlook*:

	GAAP	Reconciling Items**	Non-GAAP
Revenue	$170 million +/- $5 million	—	$170 million +/- $5 million
Gross Margin	36.5% +/- 1.5%	$3 million	38% +/- 1.5%
Net income per diluted share	$0.07 +/- $0.04	$0.12	$0.19 +/- $0.04

*This outlook assumes consistent foreign currency rates.
**Reconciling items are stock-based compensation, amortization of intangible assets and fixed asset fair value adjustments due to acquisitions, and restructuring charges, net of applicable income tax impacts.

We posted our revenue breakdown by geographic region, by market segment and with customers with greater than 10% of total revenue on the Investor Relations section of our website at www.formfactor.com. We will conduct a conference call at 1:25 p.m. PT, or 4:25 p.m. ET, today.

The public is invited to listen to a live webcast of FormFactor’s conference call on the Investor Relations section of our website at www.formfactor.com. A telephone replay of the conference call will be available approximately two hours after the conclusion of the call. The replay will be available on the Investor Relations section of our website, www.formfactor.com.

Use of Non-GAAP Financial Information:

To supplement our condensed consolidated financial results prepared under generally accepted accounting principles, or GAAP, we disclose certain non-GAAP measures of non-GAAP net income, non-GAAP net income per basic and diluted share, non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating expenses, non-GAAP operating income and free cash flow, that are adjusted from the nearest GAAP financial measure to exclude certain costs, expenses, gains and losses. Reconciliations of the adjustments to GAAP results for the three and twelve months ended months ended December 28, 2024, and for outlook provided before, as well as for the comparable periods of fiscal 2023, are provided below, and on the Investor Relations section of our website at www.formfactor.com. Information regarding the ways in which management uses non-GAAP financial information to evaluate its business, management’s reasons for using this non-GAAP financial information, and limitations associated with the use of non-GAAP financial information, is included under “About our Non-GAAP Financial Measures” following the tables below.

About FormFactor:

FormFactor, Inc. (NASDAQ: FORM), is a leading provider of essential test and measurement technologies along the full semiconductor product life cycle – from characterization, modeling, reliability, and design de-bug, to qualification and production test. Semiconductor companies rely upon FormFactor’s products and services to accelerate profitability by optimizing device performance and advancing yield knowledge. The Company serves customers through its network of facilities in Asia, Europe, and North America. For more information, visit the Company’s website at www.formfactor.com.

Forward-looking Statements:

This press release contains forward-looking statements within the meaning of the “safe harbor” provisions of the federal securities laws, including with respect to the Company’s future financial and operating results, and the Company’s plans, strategies and objectives for future operations. These statements are based on management’s current expectations and beliefs as of the date of this release, and are subject to a number of risks and uncertainties, many of which are beyond the Company’s control, that could cause actual results to differ materially from those described in the forward-looking statements. These forward-looking statements include, but are not limited to, statements regarding future financial and operating results, including under the heading “Outlook” above, customer demand, conditions in the semiconductor industry, the timing of completion of the FICT acquisition, the expected benefit thereof and other statements regarding the Company’s business. Forward-looking statements may contain words such as “may,” “might,” “will,” “expect,” “plan,” “anticipate,” “forecast,” and “continue,” the negative or plural of these words and similar expressions, and include the assumptions that underlie such statements. The following factors, among others, could cause actual results to differ materially from those described in the forward-looking statements: changes in demand for the Company’s products; customer-specific demand; market opportunity; anticipated industry trends; delays in the consummation of the FICT acquisition; the potential impact on the business of FormFactor and FICT due to uncertainties in connection with the acquisition; the retention of employees of FICT following acquisition; the ability of FormFactor to achieve expected benefits from the FICT acquisition; the availability, benefits, and speed of customer acceptance or implementation of new products and technologies; manufacturing, processing, and design capacity, goals, expansion, volumes, and progress; difficulties or delays in research and development; industry seasonality; risks to the Company’s realization of benefits from acquisitions, investments in capacity and investments in new electronic data systems and information technology; reliance on customers or third parties (including suppliers); changes in macro-economic environments; events affecting global and regional economic and market conditions and stability such as military conflicts, political volatility, infectious diseases and pandemics, and similar factors, operating separately or in combination; and other factors, including those set forth in the Company’s most current annual report on Form 10-K, quarterly reports on Form 10-Q and other filings by the Company with the U.S. Securities and Exchange Commission. In addition, there are varying barriers to international trade, including restrictive trade and export regulations such as the US-China restrictions, dynamic tariffs, trade disputes between the U.S. and other countries, and national security developments or tensions, that may substantially restrict or condition our sales to or in certain countries, increase the cost of doing business internationally, and disrupt our supply chain. No assurances can be given that any of the events anticipated by the forward-looking statements within this press release will transpire or occur, or if any of them do so, what impact they will have on the results of operations or financial condition of the Company. Unless required by law, the Company is under no obligation (and expressly disclaims any such obligation) to update or revise its forward-looking statements whether as a result of new information, future events, or otherwise.


FORMFACTOR, INC. CONDENSED CONSOLIDATED STATEMENTS OF INCOME (In thousands, except per share amounts) (Unaudited)

	Three Months Ended								Twelve Months Ended
	December 28, 2024		September 28, 2024			December 30, 2023			December 28, 2024		December 30, 2023
Revenues	$	189,483	$	207,917		$	168,163		$	763,599	$	663,102
Cost of revenues		115,903		123,212			100,229			455,676		404,522
Gross profit		73,580		84,705			67,934			307,923		258,580
Operating expenses:
Research and development		30,504		31,243			28,166			121,938		115,765
Selling, general and administrative		35,226		35,607			31,451			141,786		133,012
Total operating expenses		65,730		66,850			59,617			263,724		248,777
Gain on sale of business		—		—			72,953			20,581		72,953
Operating income		7,850		17,855			81,270			64,780		82,756
Interest income, net		3,472		3,650			2,376			13,693		6,796
Other income (expense), net		617		(558	)		(1,546	)		939		(285	)
Income before income taxes		11,939		20,947			82,100			79,412		89,267
Provision for income taxes		2,234		2,211			6,254			9,798		6,880
Net income	$	9,705	$	18,736		$	75,846		$	69,614	$	82,387
Net income per share:
Basic	$	0.13	$	0.24		$	0.98		$	0.90	$	1.06
Diluted	$	0.12	$	0.24		$	0.97		$	0.89	$	1.05
Weighted-average number of shares used in per share calculations:
Basic		77,267		77,406			77,684			77,340		77,370
Diluted		77,982		78,439			78,410			78,437		78,159


FORMFACTOR, INC. NON-GAAP FINANCIAL MEASURE RECONCILIATIONS (In thousands, except per share amounts) (Unaudited)

	Three Months Ended									Twelve Months Ended
	December 28, 2024			September 28, 2024			December 30, 2023			December 28, 2024			December 30, 2023
GAAP Gross Profit	$	73,580		$	84,705		$	67,934		$	307,923		$	258,580
Adjustments:
Amortization of intangibles, inventory and fixed asset fair value adjustments due to acquisitions		555			530			756			2,216			4,336
Stock-based compensation		1,944			1,934			2,053			7,738			6,854
Restructuring charges		32			524			—			639			357
Non-GAAP Gross Profit	$	76,111		$	87,693		$	70,743		$	318,516		$	270,127

GAAP Gross Margin		38.8	%		40.7	%		40.4	%		40.3	%		39.0	%
Adjustments:
Amortization of intangibles, inventory and fixed asset fair value adjustments due to acquisitions		0.4	%		0.3	%		0.5	%		0.3	%		0.6	%
Stock-based compensation		1.0	%		0.9	%		1.2	%		1.0	%		1.0	%
Restructuring charges		—	%		0.3	%		—	%		0.1	%		0.1	%
Non-GAAP Gross Margin		40.2	%		42.2	%		42.1	%		41.7	%		40.7	%

GAAP operating expenses	$	65,730		$	66,850		$	59,617		$	263,724		$	248,777
Adjustments:
Amortization of intangibles and other		(191	)		(191	)		(518	)		(764	)		(4,081	)
Stock-based compensation		(8,269	)		(7,002	)		(7,230	)		(32,025	)		(31,762	)
Restructuring charges		(371	)		(298	)		—			(767	)		(1,183	)
Costs related to sale and acquisition of businesses		(1,689	)		(13	)		(268	)		(2,391	)		(2,407	)
Non-GAAP operating expenses	$	55,210		$	59,346		$	51,601		$	227,777		$	209,344

GAAP operating income	$	7,850		$	17,855		$	81,270		$	64,780		$	82,756
Adjustments:
Amortization of intangibles, inventory and fixed asset fair value adjustments due to acquisitions, and other		746			721			1,274			2,980			8,417
Stock-based compensation		10,213			8,936			9,283			39,763			38,616
Restructuring charges		403			822			—			1,406			1,540
Gain on sale of business, net of cost related to sale and acquisition of businesses		1,689			13			(72,685	)		(18,190	)		(70,546	)
Non-GAAP operating income	$	20,901		$	28,347		$	19,142		$	90,739		$	60,783


FORMFACTOR, INC. NON-GAAP FINANCIAL MEASURE RECONCILIATIONS (In thousands, except per share amounts) (Unaudited)

	Three Months Ended									Twelve Months Ended
	December 28, 2024			September 28, 2024			December 30, 2023			December 28, 2024			December 30, 2023
GAAP net income	$	9,705		$	18,736		$	75,846		$	69,614		$	82,387
Adjustments:
Amortization of intangibles, inventory and fixed asset fair value adjustments due to acquisitions, and other		746			721			1,274			2,980			8,417
Stock-based compensation		10,213			8,936			9,283			39,763			38,616
Restructuring charges		415			822			—			1,418			1,540
Gain on sale of business, net of cost related to sale and acquisition of businesses		1,689			13			(72,685	)		(18,190	)		(70,546	)
Income tax effect of non-GAAP adjustments		(1,445	)		(2,002	)		2,026			(5,368	)		(3,624	)
Non-GAAP net income	$	21,323		$	27,226		$	15,744		$	90,217		$	56,790

GAAP net income per share:
Basic	$	0.13		$	0.24		$	0.98		$	0.90		$	1.06
Diluted	$	0.12		$	0.24		$	0.97		$	0.89		$	1.05

Non-GAAP net income per share:
Basic	$	0.28		$	0.35		$	0.20		$	1.17		$	0.73
Diluted	$	0.27		$	0.35		$	0.20		$	1.15		$	0.73


FORMFACTOR, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) (Unaudited)

	Twelve Months Ended
	December 28, 2024			December 30, 2023
Cash flows from operating activities:
Net income	$	69,614		$	82,387
Selected adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		30,321			30,603
Amortization		2,582			6,850
Stock-based compensation expense		39,763			38,616
Provision for excess and obsolete inventories		12,342			15,003
Gain on sale of business		(20,581	)		(72,953	)
Non-cash restructuring charges		428			—
Other activity impacting operating cash flows		(16,507	)		(35,904	)
Net cash provided by operating activities		117,534			64,602
Cash flows from investing activities:
Acquisition of property, plant and equipment		(38,436	)		(56,027	)
Proceeds from sale of business		21,585			101,785
Purchases of marketable securities, net		(15,129	)		(16,709	)
Purchase of promissory note receivable		(1,500	)		—
Net cash provided by (used in) investing activities		(33,480	)		29,049
Cash flows from financing activities:
Purchase of common stock through stock repurchase program		(53,302	)		(19,801	)
Proceeds from issuances of common stock		9,748			8,822
Principal repayments on term loans		(1,075	)		(1,045	)
Tax withholdings related to net share settlements of equity awards		(19,983	)		(10,687	)
Net cash used in financing activities		(64,612	)		(22,711	)
Effect of exchange rate changes on cash, cash equivalents and restricted cash		(3,509	)		(2,649	)
Net increase in cash, cash equivalents and restricted cash		15,933			68,291
Cash, cash equivalents and restricted cash, beginning of period		181,273			112,982
Cash, cash equivalents and restricted cash, end of period	$	197,206		$	181,273


FORMFACTOR, INC. RECONCILIATION OF CASH PROVIDED BY OPERATING ACTIVITIES TO NON-GAAP FREE CASH FLOW (In thousands) (Unaudited)

	Three Months Ended									Twelve Months Ended
	December 28, 2024			September 28, 2024			December 30, 2023			December 28, 2024			December 30, 2023
Net cash provided by operating activities	$	35,913		$	26,731		$	9,250		$	117,534		$	64,602
Adjustments:
Sale of business and acquisition related payments in working capital		506			2,134			268			3,317			2,407
Cash paid for interest		93			97			105			391			422
Capital expenditures		(7,663	)		(8,939	)		(9,933	)		(38,436	)		(56,027	)
Free cash flow	$	28,849		$	20,023		$	(310	)	$	82,806		$	11,404


FORMFACTOR, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands) (Unaudited)

	December 28, 2024			September 28, 2024			December 30, 2023
ASSETS
Current assets:
Cash and cash equivalents	$	190,728		$	184,506		$	177,812
Marketable securities		169,295			169,961			150,507
Accounts receivable, net of allowance for credit losses		104,294			116,866			102,957
Inventories, net		101,676			105,374			111,685
Restricted cash		3,746			3,773			1,152
Prepaid expenses and other current assets		35,389			34,302			29,667
Total current assets		605,128			614,782			573,780
Restricted cash		2,732			2,210			2,309
Operating lease, right-of-use-assets		22,579			25,034			30,519
Property, plant and equipment, net of accumulated depreciation		210,230			204,108			204,399
Goodwill		199,171			200,137			201,090
Intangibles, net		10,355			11,017			12,938
Deferred tax assets		92,012			92,826			78,964
Other assets		4,008			3,669			2,795
Total assets	$	1,146,215		$	1,153,783		$	1,106,794

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	62,287		$	52,086		$	63,857
Accrued liabilities		43,742			46,508			41,037
Current portion of term loan, net of unamortized issuance costs		1,106			1,098			1,075
Deferred revenue		15,847			20,972			16,704
Operating lease liabilities		8,363			8,512			8,422
Total current liabilities		131,345			129,176			131,095
Term loan, less current portion, net of unamortized issuance costs		12,208			12,488			13,314
Long-term operating lease liabilities		17,550			19,731			25,334
Deferred grant		18,000			18,000			18,000
Other liabilities		19,344			19,378			10,247
Total liabilities		198,447			198,773			197,990

Stockholders’ equity:
Common stock		77			77			77
Additional paid-in capital		837,586			845,466			861,448
Accumulated other comprehensive loss		(10,840	)		(1,773	)		(4,052	)
Accumulated income		120,945			111,240			51,331
Total stockholders’ equity		947,768			955,010			908,804
Total liabilities and stockholders’ equity	$	1,146,215		$	1,153,783		$	1,106,794

About our Non-GAAP Financial Measures:

We believe that the presentation of non-GAAP net income, non-GAAP net income per basic and diluted share, non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating expenses, non-GAAP operating income and free cash flow provides supplemental information that is important to understanding financial and business trends and other factors relating to our financial condition and results of operations. Non-GAAP net income, non-GAAP net income per basic and diluted share, non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating expenses, and non-GAAP operating income are among the primary indicators used by management as a basis for planning and forecasting future periods, and by management and our board of directors to determine whether our operating performance has met certain targets and thresholds. Management uses non-GAAP net income, non-GAAP net income per basic and diluted share, non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating expenses, and non-GAAP operating income when evaluating operating performance because it believes that the exclusion of the items indicated herein, for which the amounts or timing may vary significantly depending upon our activities and other factors, facilitates comparability of our operating performance from period to period. We use free cash flow to conduct and evaluate our business as an additional way of viewing our liquidity that, when viewed with our GAAP results, provides a more complete understanding of factors and trends affecting our cash flows. Many investors also prefer to track free cash flow, as opposed to only GAAP earnings. Free cash flow has limitations due to the fact that it does not represent the residual cash flow available for discretionary expenditures, and therefore it is important to view free cash flow as a complement to our entire consolidated statements of cash flows. We have chosen to provide this non-GAAP information to investors so they can analyze our operating results closer to the way that management does, and use this information in their assessment of our business and the valuation of our Company. We compute non-GAAP net income, non-GAAP net income per basic and diluted share, non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating expenses, and non-GAAP operating income, by adjusting GAAP net income, GAAP net income per basic and diluted share, GAAP gross profit, GAAP gross margin, GAAP operating expenses, and GAAP operating income to remove the impact of certain items and the tax effect, if applicable, of those adjustments. These non-GAAP measures are not in accordance with, or an alternative to, GAAP, and may be materially different from other non-GAAP measures, including similarly titled non-GAAP measures used by other companies. The presentation of this additional information should not be considered in isolation from, as a substitute for, or superior to, net income, net income per basic and diluted share, gross profit, gross margin, operating expenses, or operating income in accordance with GAAP. Non-GAAP financial measures have limitations in that they do not reflect certain items that may have a material impact upon our reported financial results. We may expect to continue to incur expenses of a nature similar to the non-GAAP adjustments described above, and exclusion of these items from our non-GAAP net income, non-GAAP net income per basic and diluted share, non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating expenses, and non-GAAP operating income should not be construed as an inference that these costs are unusual, infrequent or non-recurring. For more information on the non-GAAP adjustments, please see the table captioned “Non-GAAP Financial Measure Reconciliations” and “Reconciliation of Cash Provided by Operating Activities to non-GAAP Free Cash Flow” included in this press release.

Source: FormFactor, Inc.
FORM-F

Investor Contact:
Stan Finkelstein
Investor Relations
(925) 290-4273
ir@formfactor.com

The MIL Network –

February 6, 2025

MIL-OSI: AMSC Reports Third Quarter Fiscal Year 2024 Financial Results and Provides Business Outlook

Source: GlobeNewswire (MIL-OSI)

	Third Quarter Financial Highlights:
	• Increased Revenue by 56% Year Over Year to Above $60 Million • Net Income of over $2 Million • Generated nearly $6 Million of Operating Cash Flow

Company to host conference call tomorrow, February 6, at 10:00 am ET

AYER, Mass., Feb. 05, 2025 (GLOBE NEWSWIRE) — AMSC (Nasdaq: AMSC), a leading system provider of megawatt-scale power resiliency solutions that orchestrate the rhythm and harmony of power on the grid™ and protect and expand the capability and resiliency of our Navy’s fleet, today reported financial results for its third quarter of fiscal year 2024 ended December 31, 2024.

Revenues for the third quarter of fiscal 2024 were $61.4 million compared with $39.4 million for the same period of fiscal 2023. The year-over-year increase was driven by organic growth and the acquisition of NWL, Inc.

AMSC’s net income for the third quarter of fiscal 2024 was $2.5 million, or $0.07 per share, compared to a net loss of $1.6 million, or $0.06 per share, for the same period of fiscal 2023. The Company’s non-GAAP net income for the third quarter of fiscal 2024 was $6.0 million, or $0.16 per share, compared with a non-GAAP net income of $0.9 million, or $0.03 per share, in the same period of fiscal 2023. Please refer to the financial table below for a reconciliation of GAAP to non-GAAP results.

Cash, cash equivalents, and restricted cash on December 31, 2024, totaled $80.0 million, compared with $74.8 million at September 30, 2024.

“AMSC delivered the best quarterly results in years. Fiscal third quarter revenue surpassed $60 million, that’s revenue growth of 56% when compared to the same period last year, and net income exceeded $2 million, making it our second consecutive quarter of reporting net income,” said Daniel P. McGahn, Chairman, President and CEO, AMSC. “Bookings and backlog during the quarter continued to be robust. We believe our company’s diverse bookings and strengthened balance sheet allow us to seize opportunities in new markets and extend our customer reach. We are proud of these results and remain focused on driving execution and strong performance as we move into the fourth fiscal quarter of the year.”

Business Outlook
For the fourth quarter ending March 31, 2025, AMSC expects that its revenues will be in the range of $59.0 million to $63.0 million. The Company’s net loss for the fourth quarter of fiscal 2024 is expected not to exceed $1.0 million, or $0.03 per share. The Company’s non-GAAP net income (as defined below) is expected to exceed $2.5 million, or $0.07 per share.

Conference Call Reminder
In conjunction with this announcement, AMSC management will participate in a conference call with investors beginning at 10:00 a.m. Eastern Time on Thursday, February 6, 2025, to discuss the Company’s financial results and business outlook. Those who wish to listen to the live or archived conference call webcast should visit the “Investors” section of the Company’s website at https://ir.amsc.com. The live call can be accessed by dialing 1-844-481-2802 or 1-412-317-0675 and asking to join the AMSC call. A replay of the call may be accessed 2 hours following the call by dialing 1-877-344-7529 and using conference passcode 9514460.

About AMSC (Nasdaq: AMSC)
AMSC generates the ideas, technologies and solutions that meet the world’s demand for smarter, cleaner … better energy™. Through its Gridtec™ Solutions, AMSC provides the engineering planning services and advanced grid systems that optimize network reliability, efficiency and performance. Through its Marinetec™ Solutions, AMSC provides ship protection systems and is developing propulsion and power management solutions designed to help fleets increase system efficiencies, enhance power quality and boost operational safety. Through its Windtec® Solutions, AMSC provides wind turbine electronic controls and systems, designs and engineering services that reduce the cost of wind energy. The Company’s solutions are enhancing the performance and reliability of power networks, increasing the operational safety of navy fleets, and powering gigawatts of renewable energy globally. Founded in 1987, AMSC is headquartered near Boston, Massachusetts with operations in Asia, Australia, Europe and North America. For more information, please visit www.amsc.com.

AMSC, American Superconductor, D-VAR, D-VAR VVO, Gridtec, Marinetec, Windtec, Neeltran, NEPSI, Smarter, Cleaner … Better Energy, and Orchestrate the Rhythm and Harmony of Power on the Grid are trademarks or registered trademarks of American Superconductor Corporation. All other brand names, product names, trademarks or service marks belong to their respective holders.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Any statements in this release regarding execution of our goals and strategies; backlog; expectations regarding the fourth quarter of fiscal 2024; our expected GAAP and non-GAAP financial results for the quarter ending March 31, 2025; and other statements containing the words “believes,” “anticipates,” “plans,” “expects,” “will” and similar expressions, constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements represent management’s current expectations and are inherently uncertain. There are a number of important factors that could materially impact the value of our common stock or cause actual results to differ materially from those indicated by such forward-looking statements. These important factors include, but are not limited to: We have a history of operating losses, which may continue in the future. Our operating results may fluctuate significantly from quarter to quarter and may fall below expectations in any particular fiscal quarter; We have a history of negative operating cash flows, and we may require additional financing in the future, which may not be available to us; Our technology and products could infringe intellectual property rights of others, which may require costly litigation and, if we are not successful, could cause us to pay substantial damages and disrupt our business; Changes in exchange rates could adversely affect our results of operations; We may be required to issue performance bonds or provide letters of credit, which restricts our ability to access any cash used as collateral for the bonds or letters of credit; If we fail to maintain proper and effective internal control over financial reporting, our ability to produce accurate and timely financial statements could be impaired and may lead investors and other users to lose confidence in our financial data; We may not realize all of the sales expected from our backlog of orders and contracts; Our contracts with the U.S. government are subject to audit, modification or termination by the U.S. government and include certain other provisions in favor of the government. The continued funding of such contracts remains subject to annual congressional appropriation, which, if not approved, could reduce our revenue and lower or eliminate our profit; Changes in U.S. government defense spending could negatively impact our financial position, results of operations, liquidity and overall business; Pandemics, epidemics or other public health crises may adversely impact our business, financial condition and results of operations; We rely upon third-party suppliers for the components and subassemblies of many of our Grid and Wind products, making us vulnerable to supply shortages and price fluctuations, which could harm our business; Uncertainty surrounding our prospects and financial condition may have an adverse effect on our customer and supplier relationship; Our success is dependent upon attracting and retaining qualified personnel and our inability to do so could significantly damage our business and prospects; A significant portion of our Wind segment revenues are derived from a single customer. If this customer’s business is negatively affected, it could adversely impact our business; Our success in addressing the wind energy market is dependent on the manufacturers that license our designs; Our business and operations would be adversely impacted in the event of a failure or security breach of our or any critical third parties’ information technology infrastructure and networks; We may acquire additional complementary businesses or technologies, which may require us to incur substantial costs for which we may never realize the anticipated benefits; Failure to comply with evolving data privacy and data protection laws and regulations or to otherwise protect personal data, may adversely impact our business and financial results; Many of our revenue opportunities are dependent upon subcontractors and other business collaborators; If we fail to implement our business strategy successfully, our financial performance could be harmed; Problems with product quality or product performance may cause us to incur warranty expenses and may damage our market reputation and prevent us from achieving increased sales and market share; Many of our customers outside of the United States may be either directly or indirectly related to governmental entities, and we could be adversely affected by violations of the United States Foreign Corrupt Practices Act and similar worldwide anti-bribery laws outside the United States; We have had limited success marketing and selling our superconductor products and system-level solutions, and our failure to more broadly market and sell our products and solutions could lower our revenue and cash flow; We or third parties on whom we depend may be adversely affected by natural disasters, including events resulting from climate change, and our business continuity and disaster recovery plans may not adequately protect us or our value chain from such events; Adverse changes in domestic and global economic conditions could adversely affect our operating results; Our international operations are subject to risks that we do not face in the United States, which could have an adverse effect on our operating results; Our products face competition, which could limit our ability to acquire or retain customers; We have operations in, and depend on sales in, emerging markets, including India, and global conditions could negatively affect our operating results or limit our ability to expand our operations outside of these markets. Changes in India’s political, social, regulatory and economic environment may affect our financial performance; Our success depends upon the commercial adoption of the REG system, which is currently limited, and a widespread commercial market for our products may not develop; Industry consolidation could result in more powerful competitors and fewer customers; Increasing focus and scrutiny on environmental sustainability and social initiatives could increase our costs, and inaction could harm our reputation and adversely impact our financial results; Growth of the wind energy market depends largely on the availability and size of government subsidies, economic incentives and legislative programs designed to support the growth of wind energy: Lower prices for other energy sources may reduce the demand for wind energy development, which could have a material adverse effect on our ability to grow our Wind business; We may be unable to adequately prevent disclosure of trade secrets and other proprietary information; Our patents may not provide meaningful or long-term protection for our technology, which could result in us losing some or all of our market position; There are a number of technological challenges that must be successfully addressed before our superconductor products can gain widespread commercial acceptance, and our inability to address such technological challenges could adversely affect our ability to acquire customers for our products; Third parties have or may acquire patents that cover the materials, processes and technologies we use or may use in the future to manufacture our Amperium products, and our success depends on our ability to license such patents or other proprietary rights; Our common stock has experienced, and may continue to experience, market price and volume fluctuations, which may prevent our stockholders from selling our common stock at a profit and could lead to costly litigation against us that could divert our management’s attention; Unfavorable results of legal proceedings could have a material adverse effect on our business, operating results and financial condition; and the other important factors discussed under the caption “Risk Factors” in Part 1. Item 1A of our Form 10-K for the fiscal year ended March 31, 2024, and our other reports filed with the SEC. These important factors, among others, could cause actual results to differ materially from those indicated by forward-looking statements made herein and presented elsewhere by management from time to time. Any such forward-looking statements represent management’s estimates as of the date of this press release. While we may elect to update such forward-looking statements at some point in the future, we disclaim any obligation to do so, even if subsequent events cause our views to change. These forward-looking statements should not be relied upon as representing our views as of any date subsequent to the date of this press release.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share data)

	Three Months Ended						Nine Months Ended
	December 31,						December 31,
	2024			2023			2024			2023
Revenues
Grid	$	52,306		$	33,603		$	131,578		$	87,854
Wind		9,097			5,750			24,585			15,757
Total revenues		61,403			39,353			156,163			103,611

Cost of revenues		45,077			29,369			112,000			78,759

Gross margin		16,326			9,984			44,163			24,852

Operating expenses:
Research and development		3,000			2,199			7,932			5,693
Selling, general and administrative		11,567			7,833			30,990			23,648
Amortization of acquisition-related intangibles		444			538			1,289			1,614
Change in fair value of contingent consideration		—			852			6,682			3,052
Restructuring		—			—			—			(14	)
Total operating expenses		15,011			11,422			46,893			33,993

Operating income (loss)		1,315			(1,438	)		(2,730	)		(9,141	)

Interest income, net		802			150			2,901			518
Other income (expense), net		272			(298	)		(214	)		(618	)
Income (loss) before income tax expense (benefit)		2,389			(1,586	)		(43	)		(9,241	)

Income tax (benefit) expense		(76	)		63			(4,871	)		291

Net income (loss)	$	2,465		$	(1,649	)	$	4,828		$	(9,532	)

Net income (loss) per common share
Basic	$	0.07		$	(0.06	)	$	0.13		$	(0.33	)
Diluted	$	0.06		$	(0.06	)	$	0.13		$	(0.33	)

Weighted average number of common shares outstanding
Basic		37,661			29,092			36,766			28,728
Diluted		38,463			29,092			37,457			28,728

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands, except per share data)

	December 31, 2024			March 31, 2024
ASSETS
Current assets:
Cash and cash equivalents	$	75,203		$	90,522
Accounts receivable, net		44,135			26,325
Inventory, net		74,588			41,857
Prepaid expenses and other current assets		10,194			7,295
Restricted cash		1,314			468
Total current assets		205,434			166,467

Property, plant and equipment, net		38,390			10,861
Intangibles, net		6,622			6,369
Right-of-use assets		4,050			2,557
Goodwill		48,950			43,471
Restricted cash		3,523			1,290
Deferred tax assets		1,155			1,119
Equity-method investments		1,397			—
Other assets		757			637
Total assets	$	310,278		$	232,771

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:
Accounts payable and accrued expenses	$	29,425		$	24,235
Lease liability, current portion		675			716
Debt, current portion		—			25
Contingent consideration		—			3,100
Deferred revenue, current portion		74,325			50,732
Total current liabilities		104,425			78,808

Deferred revenue, long term portion		9,003			7,097
Lease liability, long term portion		2,725			1,968
Deferred tax liabilities		1,423			300
Other liabilities		26			27
Total liabilities		117,602			88,200

Stockholders’ equity:
Common stock, $0.01 par value, 75,000,000 shares authorized; 39,863,084 and 37,343,812 shares issued and 39,459,733 and 36,946,181 shares outstanding at December 31, 2024 and March 31, 2024, respectively		399			373
Additional paid-in capital		1,256,210			1,212,913
Treasury stock, at cost, 403,351 and 397,631 at December 31, 2024 and March 31, 2024, respectively		(3,765	)		(3,639	)
Accumulated other comprehensive income		1,662			1,582
Accumulated deficit		(1,061,830	)		(1,066,658	)
Total stockholders’ equity		192,676			144,571
Total liabilities and stockholders’ equity	$	310,278		$	232,771

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands)

	Nine Months Ended December 31,
	2024			2023
Cash flows from operating activities:

Net income (loss)	$	4,828		$	(9,532	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operations:
Depreciation and amortization		3,984			3,360
Stock-based compensation expense		4,933			3,608
Provision for excess and obsolete inventory		1,186			1,536
Amortization of operating lease right-of-use assets		753			457
Deferred income taxes		(5,171	)		3
Earnings from equity method investments		(152	)		—
Change in fair value of contingent consideration		6,682			3,052
Other non-cash items		(177	)		494
Changes in operating asset and liability accounts:
Accounts receivable		(1,650	)		5,945
Inventory		(10,836	)		(8,737	)
Prepaid expenses and other assets		(1,658	)		6,682
Operating leases		(1,531	)		(450	)
Accounts payable and accrued expenses		118			(15,409	)
Deferred revenue		20,686			8,894
Net cash provided by (used in) operating activities		21,995			(97	)

Cash flows from investing activities:
Purchases of property, plant and equipment		(1,376	)		(635	)
Cash paid to settle contingent consideration liabilities		(3,278	)		—
Cash paid for acquisition, net of cash acquired		(29,577	)		—
Change in other assets		167			(8	)
Net cash used in investing activities		(34,064	)		(643	)

Cash flows from financing activities:
Repurchase of treasury stock		(126	)		—
Repayment of debt		(25	)		(49	)
Cash paid related to registration of common stock shares		(148	)		—
Proceeds from exercise of employee stock options and ESPP		157			136
Net cash (used in) provided by financing activities		(142	)		87

Effect of exchange rate changes on cash		(29	)		3

Net decrease in cash, cash equivalents and restricted cash		(12,240	)		(650	)
Cash, cash equivalents and restricted cash at beginning of period		92,280			25,675
Cash, cash equivalents and restricted cash at end of period	$	80,040		$	25,025

RECONCILIATION OF GAAP NET INCOME (LOSS) TO NON-GAAP NET INCOME (LOSS) (In thousands, except per share data)

	Three Months Ended December 31,					Nine Months Ended December 31,
	2024		2023			2024		2023
Net income (loss)	$	2,465	$	(1,649	)	$	4,828	$	(9,532	)
Stock-based compensation		2,861		1,140			4,933		3,608
Acquisition costs		15		—			1,095		—
Amortization of acquisition-related intangibles		706		538			1,727		1,620
Change in fair value of contingent consideration		—		852			6,682		3,052
Non-GAAP net income (loss)	$	6,047	$	881		$	19,265	$	(1,252	)

Non-GAAP net income (loss) per share – basic	$	0.16	$	0.03		$	0.52	$	(0.04	)
Non-GAAP net income (loss) per share – diluted	$	0.16	$	0.03		$	0.51	$	(0.04	)
Weighted average shares outstanding – basic		37,661		29,092			36,766		28,728
Weighted average shares outstanding – diluted		38,463		29,428			37,457		28,728

Reconciliation of Forecast GAAP Net Loss to Non-GAAP Net Income (In millions, except per share data)

	Three Months Ending
	March 31, 2025
Net loss	$	(1.0	)
Stock-based compensation		2.8
Amortization of acquisition-related intangibles		0.7
Non-GAAP net income	$	2.5
Non-GAAP net income per share	$	0.07
Shares outstanding		37.9

Note: Non-GAAP net income (loss) is defined by the Company as net income (loss) before stock-based compensation; amortization of acquisition-related intangibles; acquisition costs; change in fair value of contingent consideration, other non-cash or unusual charges, and the tax effect of adjustments calculated at the relevant rate for our non-GAAP metric. The Company believes non-GAAP net income (loss) and non-GAAP net income (loss) per share assist management and investors in comparing the Company’s performance across reporting periods on a consistent basis by excluding these non-cash, non-recurring or other charges that it does not believe are indicative of its core operating performance. Actual GAAP and non-GAAP net loss for the fiscal quarter ending March 31, 2025, including the above adjustments, may differ materially from those forecasted in the table above. Generally, a non-GAAP financial measure is a numerical measure of a company’s performance, financial position or cash flow that either excludes or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented in accordance with GAAP. The non-GAAP measure included in this release, however, should be considered in addition to, and not as a substitute for or superior to, operating income or other measures of financial performance prepared in accordance with GAAP. A reconciliation of GAAP to non-GAAP net income (loss) is set forth in the table above.

AMSC Contacts
Investor Relations Contact:
LHA Investor Relations
Carolyn Capaccio
(212) 838-3777
amscIR@lhai.com

Public Relations Contact:
RooneyPartners
Joe Luongo
(914) 906-5903

AMSC Director, Communications:
Nicol Golez
978-399-8344
Nicol.Golez@amsc.com

The MIL Network –

February 6, 2025

MIL-OSI: LiveRamp Announces Results for Third Quarter FY25

Source: GlobeNewswire (MIL-OSI)

Revenue up 12% Year-Over-Year

Fourth Consecutive Quarter of Double-Digit Revenue Growth

Fiscal YTD Operating Cash Flow up 17% Year-Over-Year

SAN FRANCISCO, Feb. 05, 2025 (GLOBE NEWSWIRE) — LiveRamp ^® (NYSE: RAMP), the leading data collaboration platform, today announced its financial results for the fiscal 2025 third quarter ended December 31, 2024.

Q3 Financial Highlights¹

Total revenue was $195 million, up 12%.
Subscription revenue was $146 million, up 10%.
Marketplace & Other revenue was $50 million, up 20%.
GAAP gross profit was $140 million, up 9%. GAAP gross margin compressed by two percentage points to 72%. Non-GAAP gross profit was $146 million, up 11%. Non-GAAP gross margin compressed by one percentage point to 74%.
GAAP operating income was $15 million, in-line with the prior year. GAAP operating margin compressed by one percentage point to 8%. Non-GAAP operating income was $45 million, up 24%. Non-GAAP operating margin expanded by two percentage points to 23%.
GAAP and Non-GAAP diluted earnings per share were $0.17 and $0.55, respectively.
Net cash provided by operating activities was $45 million, up from $17 million.
Third quarter share repurchases totaled approximately 368,000 shares for $10 million. Fiscal year to date through December 31, 2024 share repurchases totaled approximately 2.8 million shares for $76 million.

A reconciliation between GAAP and non-GAAP results is provided in the schedules in this press release.

Commenting on the results, CEO Scott Howe said, “We posted a strong quarter, with revenue and operating income exceeding our expectations, and revenue growing at a double-digit rate for the fourth consecutive quarter. Our sales momentum improved appreciably in the third quarter as our Data Collaboration Platform and clean room solution are resonating with customers. This confirms the substantial market demand for our platform that helps customers efficiently use their first-party data to deliver, measure and optimize their digital advertising.”

GAAP and Non-GAAP Results
The following table summarizes the Company’s financial results for the fiscal 2025 third quarter ended December 31, 2024 ($ in millions, except per share amounts):

_________________________

¹ Unless otherwise indicated, all comparisons are to the prior year period.


	GAAP		Non-GAAP
	Q3 FY25	Q3 FY24	Q3 FY25	Q3 FY24
Subscription revenue	$146	$132	—	—
YoY change %	10%	5%	—	—
Marketplace & Other revenue	$50	$42	—	—
YoY change %	20%	29%	—	—
Total revenue	$195	$174	—	—
YoY change %	12%	10%	—	—

Gross profit	$140	$129	$146	$131
% Gross margin	72%	74%	74%	75%
YoY change, pts	(2 pts)	1 pt	(1 pt)	(1 pt)

Operating income	$15	$15	$45	$36
% Operating margin	8%	9%	23%	21%
YoY change, pts	(1 pt)	24 pts	2 pts	5 pts

Net earnings	$11	$14	$37	$32
Diluted earnings per share	$0.17	$0.21	$0.55	$0.47

Shares to calculate diluted EPS	66.7	67.9	66.7	67.9
YoY change %	(2%)	5%	(2%)	4%

Operating cash flow	$45	$17	—	—
Free cash flow	—	—	$45	$14

Totals and year-over-year changes may not reconcile due to rounding.

A detailed discussion of our non-GAAP financial measures and a reconciliation between GAAP and non-GAAP results is provided in the schedules in this press release.

Additional Business Highlights & Metrics

On February 25, 2025 we will host an investor day presentation in San Francisco (additional information). The event coincides with RampUp 2025, our annual customer and partner conference on February 25-27, 2025 (additional information).
In November 2024 we announced an expansion of the Quick Start Insights available on our Data Collaboration Platform to now offer media intelligence across a network of premium publishers. These standardized insights enable our customers to more quickly access and deploy media performance metrics — such as audience overlaps, optimal frequency, and last-touch attribution — from premium publisher and CTV data. As a result, LiveRamp customers now have a simplified way to enhance media buying and planning strategies and increase the time-to-value from clean room partnerships.
In January 2025 we announced in partnership with Mohegan, a leader in casino and entertainment destinations, the industry’s first casino media network. For the first time, brands can access Mohegan’s rich first-party insights to reach guests and players in addition to the ability to measure campaigns across the casino’s digital channels and on-premise experiences – such as in-app, loyalty programs, slot machines, and kiosks (additional information).
LiveRamp ended the quarter with 125 customers whose annualized subscription revenue exceeds $1 million, compared to 105 in the prior year period.
LiveRamp ended the quarter with 865 direct subscription customers, compared to 895 in the prior year period.
Subscription net retention was 108% and platform net retention was 111% for the quarter.
Annual recurring revenue (ARR), which is the last month of the quarter fixed subscription revenue annualized, was $491 million, up 10% compared to the prior year period.
Current remaining performance obligations (CRPO), which is contracted and committed revenue expected to be recognized over the next 12 months, was $434 million, up 13% compared to the prior year period.

Financial Outlook

LiveRamp’s non-GAAP operating income guidance excludes the impact of non-cash stock compensation, purchased intangible asset amortization, and restructuring and related charges.

For the fourth quarter of fiscal 2025, LiveRamp expects to report:

Revenue of between $184 million and $186 million, an increase of between 7% and 8%
GAAP operating loss of $8 million
Non-GAAP operating income of $22 million

For fiscal 2025, LiveRamp increases its guidance and expects to report:

Revenue of between $741 million and $743 million, an increase of between 12% and 13%
GAAP operating income of $10 million
Non-GAAP operating income of $135 million

Conference Call

LiveRamp will hold a conference call today at 1:30 p.m. PT (4:30 p.m. ET) to further discuss this information. Interested parties are invited to listen to a webcast of the conference, which can be accessed on LiveRamp’s investor site. A slide presentation will be referenced during the call and is available here.

About LiveRamp

LiveRamp is a global technology company that helps companies build enduring brand and business value by collaborating responsibly with data. A groundbreaking leader in foundational identity, LiveRamp offers a connected customer view with clarity and context while protecting brand and consumer trust. We offer flexibility to collaborate wherever data lives to support a wide range of data collaboration use cases—within organizations, between brands, and across our global network of premier partners. Global innovators, from iconic consumer brands and tech platforms to retailers, financial services, and healthcare leaders, turn to LiveRamp to deepen customer engagement and loyalty, activate new partnerships, and maximize the value of their first-party data while staying on the forefront of rapidly evolving compliance and privacy requirements. LiveRamp is based in San Francisco, California with offices worldwide. Learn more at LiveRamp.com.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended (the “PSLRA”). These statements, which are not statements of historical fact, may contain estimates, assumptions, projections and/or expectations regarding the Company’s financial position, results of operations for fiscal 2025 and beyond, market position, product development, growth opportunities, economic conditions, and other similar forecasts and statements of expectation. Forward-looking statements are often identified by words or phrases such as “anticipate,” “estimate,” “plan,” “expect,” “believe,” “intend,” “foresee,” or the negative of these terms or other similar variations thereof.

These forward-looking statements are not guarantees of future performance and are subject to a number of factors and uncertainties that could cause the Company’s actual results and experiences to differ materially from the anticipated results and expectations expressed in the forward-looking statements.

Among the factors that may cause actual results and expectations to differ from anticipated results and expectations expressed in forward-looking statements are uncertainties related to high interest rates, cost increases, the possibility of a recession, general inflationary pressure, geo-political circumstances that could result in increased economic uncertainties and the associated impacts of these potential events on our suppliers, customers and partners; the Company’s dependence upon customer renewals, new customer additions and upsell within our subscription business; our reliance upon partners, including data suppliers; competition; rapidly changing technology’s impact on our products and services; the risk that we fail to realize the potential benefits of or have difficulty integrating acquired businesses (including Habu); and attracting, motivating and retaining talent. Additional risks include maintaining our culture and our ability to innovate and evolve while operating in a hybrid work environment, with some employees working remotely at least some of the time within a rapidly changing industry, while also avoiding disruption from reductions in our current workforce as well as disruptions resulting from acquisition, divestiture and other activities affecting our workforce. Our global workforce strategy could possibly encounter difficulty and not be as beneficial as planned. Our international operations are also subject to risks, including the performance of third parties as well as impacts from war and civil unrest, that may harm the Company’s business. The risk of a significant breach of the confidentiality of the information or the security of our or our customers’, suppliers’, or other partners’ data and/or computer systems, or the risk that our current insurance coverage may not be adequate for such a breach, that an insurer might deny coverage for a claim or that such insurance will continue to be available to us on commercially reasonable terms, or at all, could be detrimental to our business, reputation and results of operations. Other business risks include unfavorable publicity and negative public perception about our industry; interruptions or delays in service from data center or cloud hosting vendors we rely upon; and our dependence on the continued availability of third-party data hosting and transmission services. Our clients’ ability to use data on our platform could be restricted if the industry’s use of third-party cookies and tracking technology declines due to technology platform changes, regulation or increased user controls. Continued changes in the judicial, legislative, regulatory, accounting, cultural and consumer environments affecting our business, including but not limited to litigation, investigations, legislation, regulations and customs at the state, federal and international levels relating to information collection and use represents a risk, as well as changes in tax laws and regulations that are applied to our customers which could cause enterprise software budget tightening. In addition, third parties may claim that we are infringing their intellectual property or may infringe our intellectual property which could result in competitive injury and / or the incurrence of significant costs and draining of our resources.

For a discussion of these and other risks and uncertainties that could affect LiveRamp’s business, reputation, results of operation, financial condition and stock price, please refer to LiveRamp’s filings with the U.S. Securities and Exchange Commission, including the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of LiveRamp’s most recently filed Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and subsequent filings.

The financial information set forth in this press release reflects estimates based on information available at this time.

LiveRamp assumes no obligation and does not currently intend to update these forward-looking statements.

To automatically receive LiveRamp financial news by email, please visit www.LiveRamp.com and subscribe to email alerts.

For more information, contact:

LiveRamp Investor Relations
Investor.Relations@LiveRamp.com

LiveRamp^®and RampID™ and all other LiveRamp marks contained herein are trademarks or service marks of LiveRamp, Inc. All other marks are the property of their respective owners.

LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(Dollars in thousands, except per share amounts)

	For the three months ended December 31,
			$		%
	2024	2023	Variance		Variance

Revenues	195,412	173,869	21,543		12.4	%
Cost of revenue	54,998	44,934	10,064		22.4	%
Gross profit	140,414	128,935	11,479		8.9	%
% Gross margin	71.9%	74.2%

Operating expenses
Research and development	42,735	37,788	4,947		13.1	%
Sales and marketing	50,863	46,203	4,660		10.1	%
General and administrative	31,994	27,241	4,753		17.4	%
Gains, losses and other items, net	149	2,502	(2,353	)	(94.0	)%
Total operating expenses	125,741	113,734	12,007		10.6	%

Income from operations	14,673	15,201	(528	)	(3.5	)%
% Margin	7.5%	8.7%

Total other income, net	4,033	6,607	(2,574	)	(39.0	)%

Income from continuing operations before income taxes	18,706	21,808	(3,102	)	(14.2	)%
Income tax expense	9,184	8,429	755		9.0	%
Net earnings from continuing operations	9,522	13,379	(3,857	)	(28.8	)%

Earnings from discontinued operations, net of tax	1,688	598	1,090		182.3	%

Net earnings	11,210	13,977	(2,767	)	(19.8	)%

Basic earnings per share:
Continuing operations	0.15	0.20	(0.06	)	(28.5	)%
Discontinued operations	0.03	0.01	0.02		183.6	%
Basic earnings per share	0.17	0.21	(0.04	)	(19.4	)%

Diluted earnings per share:
Continuing operations	0.14	0.20	(0.05	)	(27.5	)%
Discontinued operations	0.03	0.01	0.02		187.4	%
Diluted earnings per share	0.17	0.21	(0.04	)	(18.4	)%

Basic weighted average shares	65,631	65,961
Diluted weighted average shares	66,743	67,943


Some totals may not sum due to rounding.

LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(Dollars in thousands, except per share amounts)

	For the nine months ended December 31,
			$		%
	2024	2023	Variance		Variance

Revenues	556,856	487,809	69,047		14.2	%
Cost of revenue	157,981	131,767	26,214		19.9	%
Gross profit	398,875	356,042	42,833		12.0	%
% Gross margin	71.6 %	73.0 %

Operating expenses
Research and development	130,742	106,040	24,702		23.3	%
Sales and marketing	156,145	135,217	20,928		15.5	%
General and administrative	94,324	79,914	14,410		18.0	%
Gains, losses and other items, net	752	9,192	(8,440	)	(91.8	)%
Total operating expenses	381,963	330,363	51,600		15.6	%

Income from operations	16,912	25,679	(8,767	)	(34.1	)%
% Margin	3.0 %	5.3 %

Total other income, net	12,674	17,887	(5,213	)	(29.1	)%

Income from continuing operations before income taxes	29,586	43,566	(13,980	)	(32.1	)%
Income tax expense	25,821	27,297	(1,476	)	(5.4	)%
Net earnings from continuing operations	3,765	16,269	(12,504	)	(76.9	)%

Earnings from discontinued operations, net of tax	1,688	985	703		71.4	%

Net earnings	5,453	17,254	(11,801	)	(68.4	)%

Basic earnings per share:
Continuing operations	0.06	0.25	(0.19	)	(76.8	)%
Discontinued operations	0.03	0.01	0.01		71.5	%
Basic earnings per share	0.08	0.26	(0.18	)	(68.4	)%

Diluted earnings per share:
Continuing operations	0.06	0.24	(0.18	)	(76.8	)%
Discontinued operations	0.03	0.01	0.01		71.9	%
Diluted earnings per share	0.08	0.25	(0.17	)	(68.3	)%

Basic weighted average shares	66,182	66,247
Diluted weighted average shares	67,505	67,733


Some totals may not sum due to rounding.

LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP TO NON-GAAP EPS (1)
(Unaudited)
(Dollars in thousands, except per share amounts)

	For the three months ended December 31,		For the nine months ended December 31,
	2024	2023	2024	2023

Income from continuing operations before income taxes	18,706	21,808	29,586	43,566
Income tax expense	9,184	8,429	25,821	27,297
Net earnings from continuing operations	9,522	13,379	3,765	16,269
Earnings from discontinued operations, net of tax	1,688	598	1,688	985
Net earnings	11,210	13,977	5,453	17,254

Basic earnings per share	0.17	0.21	0.08	0.26
Diluted earnings per share	0.17	0.21	0.08	0.25

Excluded items:
Purchased intangible asset amortization (cost of revenue)	3,686	1,181	11,280	5,688
Non-cash stock compensation (cost of revenue and operating expenses)	26,760	17,497	83,813	46,524
Restructuring and merger charges (gains, losses, and other)	149	2,502	752	9,192
Transformation costs (general and administrative)	—	—	—	1,875
Total excluded items from continuing operations	30,595	21,180	95,845	63,279

Income from continuing operations before income taxes and excluding items	49,301	42,988	125,431	106,845
Income tax expense (2)	12,421	10,732	30,537	25,935
Non-GAAP net earnings from continuing operations	36,880	32,256	94,894	80,910

Non-GAAP earnings per share from continuing operations
Basic	0.56	0.49	1.43	1.22
Diluted	0.55	0.47	1.41	1.19

Basic weighted average shares	65,631	65,961	66,182	66,247
Diluted weighted average shares	66,743	67,943	67,505	67,733


(1) This presentation includes non-GAAP measures. Our non-GAAP measures are not meant to be considered in isolation or as a substitute for comparable GAAP measures, and should be read only in conjunction with our condensed consolidated financial statements prepared in accordance with GAAP. For a detailed explanation of the adjustments made to comparable GAAP measures, the reasons why management uses these measures and the material limitations on the usefulness of these measures, please see Appendix A.

(2) Non-GAAP income taxes were calculated by applying the estimated annual effective tax rate to year-to-date pretax income or loss and adjusting for discrete tax items in the period. The differences between our GAAP and non-GAAP effective tax rates were primarily due to the net tax effects of the excluded items, coupled with the valuation allowance and smaller pre-tax income for GAAP purposes.

LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP TO NON-GAAP INCOME FROM OPERATIONS (1)
(Unaudited)
(Dollars in thousands)

	For the three months ended December 31,		For the nine months ended December 31,
	2024	2023	2024	2023

Income from operations	14,673	15,201	16,912	25,679

Excluded items:
Purchased intangible asset amortization (cost of revenue)	3,686	1,181	11,280	5,688
Non-cash stock compensation (cost of revenue and operating expenses)	26,760	17,497	83,813	46,524
Restructuring and merger charges (gains, losses, and other)	149	2,502	752	9,192
Transformation costs (general and administrative)	–	–	–	1,875
Total excluded items	30,595	21,180	95,845	63,279

Income from operations before excluded items	45,268	36,381	112,757	88,958


(1) This presentation includes non-GAAP measures. Our non-GAAP measures are not meant to be considered in isolation or as a substitute for comparable GAAP measures, and should be read only in conjunction with our condensed consolidated financial statements prepared in accordance with GAAP. For a detailed explanation of the adjustments made to comparable GAAP measures, the reasons why management uses these measures and the material limitations on the usefulness of these measures, please see Appendix A.

LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
RECONCILIATION OF ADJUSTED EBITDA (1)
(Unaudited)
(Dollars in thousands)

	For the three months ended December 31,		For the nine months ended December 31,
	2024	2023	2024	2023

Net earnings from continuing operations	9,522	13,379	3,765	16,269
Income tax expense	9,184	8,429	25,821	27,297
Total other income, net	(4,033)	(6,607)	(12,674)	(17,887)

Income from operations	14,673	15,201	16,912	25,679
Depreciation and amortization	4,400	1,782	13,404	7,685

EBITDA	19,073	16,983	30,316	33,364

Other adjustments:
Non-cash stock compensation (cost of revenue and operating expenses)	26,760	17,497	83,813	46,524
Restructuring and merger charges (gains, losses, and other)	149	2,502	752	9,192
Transformation costs (general and administrative)	–	–	–	1,875

Other adjustments	26,909	19,999	84,565	57,591

Adjusted EBITDA	45,982	36,982	114,881	90,955


(1) This presentation includes non-GAAP measures. Our non-GAAP measures are not meant to be considered in isolation or as a substitute for comparable GAAP measures, and should be read only in conjunction with our condensed consolidated financial statements prepared in accordance with GAAP. For a detailed explanation of the adjustments made to comparable GAAP measures, the reasons why management uses these measures, the usefulness of these measures and the material limitations on the usefulness of these measures, please see Appendix A.

LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)

	December 31	March 31	$	%
	2024	2024	Variance	Variance
Assets
Current assets:
Cash and cash equivalents	376,772	336,867	39,905	11.8	%
Restricted cash	593	2,604	(2,011)	(77.2	)%
Short-term investments	7,500	32,045	(24,545)	(76.6	)%
Trade accounts receivable, net	210,565	190,313	20,252	10.6	%
Refundable income taxes, net	6,630	8,521	(1,891)	(22.2	)%
Other current assets	41,747	31,682	10,065	31.8	%
Total current assets	643,807	602,032	41,775	6.9	%

Property and equipment	24,099	25,394	(1,295)	(5.1	)%
Less – accumulated depreciation and amortization	17,440	17,213	227	1.3	%
Property and equipment, net	6,659	8,181	(1,522)	(18.6	)%

Intangible assets, net	23,302	34,583	(11,281)	(32.6	)%
Goodwill	501,559	501,756	(197)	(0.0	)%
Deferred commissions, net	44,497	48,143	(3,646)	(7.6	)%
Other assets, net	33,389	36,748	(3,359)	(9.1	)%
	1,253,213	1,231,443	21,770	1.8	%

Liabilities and Stockholders’ Equity
Current liabilities:
Trade accounts payable	105,334	81,202	24,132	29.7	%
Accrued payroll and related expenses	35,639	61,575	(25,936)	(42.1	)%
Other accrued expenses	45,856	42,857	2,999	7.0	%
Deferred revenue	44,795	30,942	13,853	44.8	%
Total current liabilities	231,624	216,576	15,048	6.9	%

Other liabilities	63,882	65,732	(1,850)	(2.8	)%

Stockholders’ equity:
Preferred stock	–	–	–	n/a
Common stock	15,853	15,594	259	1.7	%
Additional paid-in capital	2,022,227	1,933,776	88,451	4.6	%
Retained earnings	1,319,625	1,314,172	5,453	0.4	%
Accumulated other comprehensive income	3,493	3,964	(471)	(11.9	)%
Treasury stock, at cost	(2,403,491)	(2,318,371)	(85,120)	3.7	%
Total stockholders’ equity	957,707	949,135	8,572	0.9	%
	1,253,213	1,231,443	21,770	1.8	%

LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollars in thousands)
	For the three months ended December 31,
	2024	2023
Cash flows from operating activities:
Net earnings	11,210	13,977
Earnings from discontinued operations, net of tax	(1,688)	(598)
Non-cash operating activities:
Depreciation and amortization	4,400	1,782
Loss on disposal or impairment of assets	99	911
Provision for doubtful accounts	(97)	544
Deferred income taxes	11	(47)
Non-cash stock compensation expense	26,760	17,497
Changes in operating assets and liabilities:
Accounts receivable, net	(19,013)	(24,778)
Deferred commissions	(1,042)	(4,235)
Other assets	(6,596)	(4,831)
Accounts payable and other liabilities	23,829	21,639
Income taxes	(1,617)	(14,139)
Deferred revenue	8,861	8,834
Net cash provided by operating activities	45,117	16,556
Cash flows from investing activities:
Capital expenditures	(282)	(2,211)
Cash paid in acquisitions, net of cash received	(1,951)	—
Proceeds from sales of investments	1,994	—
Purchases of strategic investments	(1,000)	—
Net cash used in investing activities	(1,239)	(2,211)
Cash flows from financing activities:
Proceeds related to the issuance of common stock under stock and employee benefit plans	2,304	1,646
Shares repurchased for tax withholdings upon vesting of stock-based awards	(1,565)	(547)
Acquisition of treasury stock	(10,098)	(10,000)
Net cash used in financing activities	(9,359)	(8,901)
Cash flows from discontinued operations:
From operating activities	2,486	598
Effect of exchange rate changes on cash	(1,217)	735

Net change in cash, cash equivalents and restricted cash	35,788	6,777
Cash, cash equivalents and restricted cash at beginning of period	341,577	492,169
Cash, cash equivalents and restricted cash at end of period	377,365	498,946

Supplemental cash flow information:
Cash paid for income taxes, net from continuing operations	10,990	22,699
Cash received for income taxes, net from discontinued operations	(2,486)	(912)
Cash paid for operating lease liabilities	2,495	2,551

Non-cash investing and financing activities:
Operating lease assets obtained in exchange for operating lease liabilities	1,284	—
Purchases of property, plant and equipment remaining unpaid at period end	85	1,218
Excise tax payable on net stock repurchases	64	—

LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollars in thousands)
	For the nine months ended December 31,
	2024	2023
Cash flows from operating activities:
Net earnings	5,453	17,254
Earnings from discontinued operations, net of tax	(1,688)	(985)
Non-cash operating activities:
Depreciation and amortization	13,404	7,685
Loss on disposal or impairment of assets	119	1,213
Lease-related impairment and restructuring charges	(36)	2,315
Provision for doubtful accounts	1,148	307
Impairment of goodwill	—	2,875
Deferred income taxes	49	40
Non-cash stock compensation expense	83,813	46,524
Changes in operating assets and liabilities:
Accounts receivable, net	(21,640)	(41,036)
Deferred commissions	3,645	(7,142)
Other assets	(2,598)	912
Accounts payable and other liabilities	(8,165)	8,754
Income taxes	3,953	29,560
Deferred revenue	13,928	9,737
Net cash provided by operating activities	91,385	78,013
Cash flows from investing activities:
Capital expenditures	(749)	(2,464)
Cash paid in acquisitions, net of cash received	(1,951)	—
Purchases of investments	(1,967)	(24,385)
Proceeds from sales of investments	26,989	25,750
Purchases of strategic investments	(1,400)	(1,000)
Net cash provided by (used in) investing activities	20,922	(2,099)
Cash flows from financing activities:
Proceeds related to the issuance of common stock under stock and employee benefit plans	8,631	7,221
Shares repurchased for tax withholdings upon vesting of stock-based awards	(9,305)	(5,116)
Acquisition of treasury stock	(75,751)	(45,325)
Net cash used in financing activities	(76,425)	(43,220)
Cash flows from discontinued operations:
From operating activities	2,486	985
Effect of exchange rate changes on cash	(474)	819

Net change in cash, cash equivalents and restricted cash	37,894	34,498
Cash, cash equivalents and restricted cash at beginning of period	339,471	464,448
Cash, cash equivalents and restricted cash at end of period	377,365	498,946

Supplemental cash flow information:
Cash paid (received) for income taxes, net from continuing operations	21,990	(2,440)
Cash received for income taxes, net from discontinued operations	(2,486)	(1,507)
Cash received for tenant improvement allowances	(1,758)	—
Cash paid for operating lease liabilities	7,372	7,699

Non-cash investing and financing activities:
Operating lease assets obtained in exchange for operating lease liabilities	2,327	11,677
Operating lease assets, and related lease liabilities, relinquished in lease terminations	(555)	(4,486)
Purchases of property, plant and equipment remaining unpaid at period end	85	1,218
Excise tax payable on net stock repurchases	64	—

LIVERAMP HOLDINGS, INC AND SUBSIDIARIES
CALCULATION OF FREE CASH FLOW (1)
(Unaudited)
(Dollars in thousands)


		6/30/2023			9/30/2023			12/31/2023			3/31/2024			FY2024			6/30/2024			9/30/2024			12/31/2024			FY2025

Net cash provided by (used in) operating activities		$	25,693		$	35,764		$	16,556		$	27,643		$	105,656		$	(9,328	)	$	55,596		$	45,117		$	91,385

Less:
	Capital expenditures		(53	)		(200	)		(2,211	)		(1,791	)		(4,255	)		(226	)		(241	)		(282	)		(749	)

Free Cash Flow		$	25,640		$	35,564		$	14,345		$	25,852		$	101,401		$	(9,554	)	$	55,355		$	44,835		$	90,636


(1) This presentation includes non-GAAP measures. Our non-GAAP measures are not meant to be considered in isolation or as a substitute for comparable GAAP measures, and should be read only in conjunction with our condensed consolidated financial statements prepared in accordance with GAAP. For a detailed explanation of the adjustments made to comparable GAAP measures, the reasons why management uses these measures and the material limitations on the usefulness of these measures, please see Appendix A.

LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(Dollars in thousands, except per share amounts)
																			Qtr-to-Qtr
	FY2024										FY2025								FY2025 to FY2024
	6/30/2023		9/30/2023		12/31/2023		3/31/2024		FY2024		6/30/2024		9/30/2024		12/31/2024		FY2025		%	$

Revenues		154,069		159,871		173,869		171,852		659,661		175,961		185,483		195,412		556,856	12.4%	21,543
Cost of revenue		45,621		41,212		44,934		47,722		179,489		51,749		51,234		54,998		157,981	22.4%	10,064
Gross profit		108,448		118,659		128,935		124,130		480,172		124,212		134,249		140,414		398,875	8.9%	11,479
% Gross margin		70.4 %		74.2 %		74.2 %		72.2 %		72.8 %		70.6 %		72.4 %		71.9 %		71.6 %

Operating expenses
Research and development		34,519		33,733		37,788		45,161		151,201		44,118		43,889		42,735		130,742	13.1%	4,947
Sales and marketing		44,879		44,135		46,203		60,476		195,693		54,175		51,107		50,863		156,145	10.1%	4,660
General and administrative		26,664		26,009		27,241		30,252		110,166		30,961		31,369		31,994		94,324	17.4%	4,753
Gains, losses and other items, net		116		6,574		2,502		2,516		11,708		206		397		149		752	(94.0)%	(2,353)
Total operating expenses		106,178		110,451		113,734		138,405		468,768		129,460		126,762		125,741		381,963	10.6%	12,007

Income (loss) from operations		2,270		8,208		15,201		(14,275)		11,404		(5,248)		7,487		14,673		16,912	(3.5)%	(528)
% Margin		5.0 %		24.3 %		40.2 %		(31.6)%		1.7 %		(3.0)%		4.0 %		7.5 %		3.0 %

Total other income, net		4,849		6,431		6,607		5,070		22,957		4,444		4,197		4,033		12,674	(39.0)%	(2,574)

Income (loss) from continuing operations before income taxes		7,119		14,639		21,808		(9,205)		34,361		(804)		11,684		18,706		29,586	(14.2)%	(3,102)
Income tax expense (benefit)		8,705		10,163		8,429		(3,027)		24,270		6,685		9,952		9,184		25,821	9.0%	755
Net earnings (loss) from continuing operations		(1,586)		4,476		13,379		(6,178)		10,091		(7,489)		1,732		9,522		3,765	(28.8)%	(3,857)

Earnings from discontinued operations, net of tax		–		387		598		805		1,790		–		–		1,688		1,688	182.3%	1,090

Net earnings (loss)	$	(1,586)	$	4,863	$	13,977	$	(5,373)	$	11,881	$	(7,489)	$	1,732	$	11,210	$	5,453	(19.8)%	(2,767)

Basic earnings (loss) per share:
Continuing Operations		(0.02)		0.07		0.20		(0.09)		0.15		(0.11)		0.03		0.15		0.06	(28.5)%	(0.06)
Discontinued Operations		0.00		0.01		0.01		0.01		0.03		0.00		0.00		0.03		0.03	183.7%	0.02
Basic earnings (loss) per share		(0.02)		0.07		0.21		(0.08)		0.18		(0.11)		0.03		0.17		0.08	(19.4)%	(0.04)

Diluted earnings (loss) per share:
Continuing Operations		(0.02)		0.07		0.20		(0.09)		0.15		(0.11)		0.03		0.14		0.06	(27.5)%	(0.05)
Discontinued Operations		0.00		0.01		0.01		0.01		0.03		0.00		0.00		0.03		0.03	187.3%	0.02
Diluted earnings (loss) per share		(0.02)		0.07		0.21		(0.08)		0.17		(0.11)		0.03		0.17		0.08	(18.4)%	(0.04)


Basic weighted average shares		66,497		66,284		65,961		66,323		66,266		66,621		66,294		65,631		66,182
Diluted weighted average shares		66,497		67,868		67,943		66,323		67,918		66,621		67,309		66,743		67,505

Some earnings (loss) per share amounts may not add due to rounding.

LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP TO NON-GAAP EXPENSES (1)
(Unaudited)
(Dollars in thousands)
	FY2024					FY2025
	6/30/2023	9/30/2023	12/31/2023	3/31/2024	FY2024	6/30/2024	9/30/2024	12/31/2024	FY2025
Expenses:
Cost of revenue	45,621	41,212	44,934	47,722	179,489	51,749	51,234	54,998	157,981
Research and development	34,519	33,733	37,788	45,161	151,201	44,118	43,889	42,735	130,742
Sales and marketing	44,879	44,135	46,203	60,476	195,693	54,175	51,107	50,863	156,145
General and administrative	26,664	26,009	27,241	30,252	110,166	30,961	31,369	31,994	94,324
Gains, losses and other items, net	116	6,574	2,502	2,516	11,708	206	397	149	752

Gross profit, continuing operations:	108,448	118,659	128,935	124,130	480,172	124,212	134,249	140,414	398,875
% Gross margin	70.4%	74.2%	74.2%	72.2%	72.8%	70.6%	72.4%	71.9%	71.6%

Excluded items:
Purchased intangible asset amortization (cost of revenue)	3,290	1,217	1,181	3,097	8,785	3,846	3,748	3,686	11,280
Non-cash stock compensation (cost of revenue)	629	629	817	1,478	3,553	1,596	1,499	1,455	4,550
Non-cash stock compensation (research and development)	5,077	5,293	6,960	9,859	27,189	10,205	10,920	10,085	31,210
Non-cash stock compensation (sales and marketing)	3,736	4,786	4,089	6,337	18,948	7,093	7,383	7,278	21,754
Non-cash stock compensation (general and administrative)	3,850	5,027	5,631	7,106	21,614	9,091	9,266	7,942	26,299
Restructuring charges (gains, losses, and other)	116	6,574	2,502	2,516	11,708	206	397	149	752
Transformation costs (general and administrative)	1,875	—	—	—	1,875	—		—	—
Total excluded items	18,573	23,526	21,180	30,393	93,672	32,037	33,213	30,595	95,845

Expenses, excluding items:
Cost of revenue	41,702	39,366	42,936	43,147	167,151	46,307	45,987	49,857	142,151
Research and development	29,442	28,440	30,828	35,302	124,012	33,913	32,969	32,650	99,532
Sales and marketing	41,143	39,349	42,114	54,139	176,745	47,082	43,724	43,585	134,391
General and administrative	20,939	20,982	21,610	23,146	86,677	21,870	22,103	24,052	68,025

Gross profit, excluding items:	112,367	120,505	130,933	128,705	492,510	129,654	139,496	145,555	414,705
% Gross margin	72.9%	75.4%	75.3%	74.9%	74.7%	73.7%	75.2%	74.5%	74.5%

(1) This presentation includes non-GAAP measures. Our non-GAAP measures are not meant to be considered in isolation or as a substitute for comparable GAAP measures, and should be read only in conjunction with our consolidated financial statements prepared in accordance with GAAP. For a detailed explanation of the adjustments made to comparable GAAP measures, the reasons why management uses these measures, the usefulness of these measures and the material limitations on the usefulness of these measures, please see Appendix A.

LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP TO NON-GAAP EPS (1)
(Unaudited)
(Dollars in thousands, except per share amounts)
	FY2024					FY2025
	6/30/2023	9/30/2023	12/31/2023	3/31/2024	FY2024	6/30/2024	9/30/2024	12/31/2024	FY2025

Income (loss) from continuing operations before income taxes	7,119	14,639	21,808	(9,205)	34,361	(804)	11,684	18,706	29,586
Income tax expense (benefit)	8,705	10,163	8,429	(3,027)	24,270	6,685	9,952	9,184	25,821
Net earnings (loss) from continuing operations	(1,586)	4,476	13,379	(6,178)	10,091	(7,489)	1,732	9,522	3,765

Earnings from discontinued operations, net of tax	–	387	598	805	1,790	–	–	1,688	1,688

Net earnings (loss)	(1,586)	4,863	13,977	(5,373)	11,881	(7,489)	1,732	11,210	5,453

Earnings (loss) per share:
Basic	(0.02)	0.07	0.21	(0.08)	0.18	(0.11)	0.03	0.17	0.08
Diluted	(0.02)	0.07	0.21	(0.08)	0.17	(0.11)	0.03	0.17	0.08

Excluded items:
Purchased intangible asset amortization (cost of revenue)	3,290	1,217	1,181	3,097	8,785	3,846	3,748	3,686	11,280
Non-cash stock compensation (cost of revenue and operating expenses)	13,292	15,735	17,497	24,780	71,304	27,985	29,068	26,760	83,813
Restructuring and merger charges (gains, losses, and other)	116	6,574	2,502	2,516	11,708	206	397	149	752
Transformation costs (general and administrative)	1,875	–	–	–	1,875	–	–	–	–
Total excluded items from continuing operations	18,573	23,526	21,180	30,393	93,672	32,037	33,213	30,595	95,845

Income from continuing operations before income taxes and excluding items	25,692	38,165	42,988	21,188	128,033	31,233	44,897	49,301	125,431
Income tax expense (2)	6,167	9,036	10,732	3,947	29,882	7,371	10,745	12,421	30,537
Non-GAAP net earnings from continuing operations	19,525	29,129	32,256	17,241	98,151	23,862	34,152	36,880	94,894

Non-GAAP earnings per share from continuing operations
Basic	0.29	0.44	0.49	0.26	1.48	0.36	0.52	0.56	1.43
Diluted	0.29	0.43	0.47	0.25	1.45	0.35	0.51	0.55	1.41

Basic weighted average shares	66,497	66,284	65,961	66,323	66,266	66,621	66,294	65,631	66,182
Diluted weighted average shares	67,388	67,868	67,943	68,471	67,918	68,463	67,309	66,743	67,505


Some totals may not add due to rounding

(1) This presentation includes non-GAAP measures. Our non-GAAP measures are not meant to be considered in isolation or as a substitute for comparable GAAP measures, and should be read only in conjunction with our consolidated financial statements prepared in accordance with GAAP. For a detailed explanation of the adjustments made to comparable GAAP measures, the reasons why management uses these measures and the material limitations on the usefulness of these measures, please see Appendix A.

LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES
RECONCILIATION OF GAAP TO NON-GAAP OPERATING INCOME GUIDANCE (1)
(Unaudited)
(Dollars in thousands)
	For the		For the
	quarter ending		year ending
	March 31, 2025		March 31, 2025



GAAP income (loss) from operations	$	(8,000)	$	10,000

Excluded items:
Purchased intangible asset amortization		3,000		14,000
Non-cash stock compensation		26,000		110,000
Restructuring costs		1,000		1,000
Total excluded items		30,000		125,000

Non-GAAP income from operations	$	22,000	$	135,000


(1) This presentation includes non-GAAP measures. Our non-GAAP measures are not meant to be considered in isolation or as a substitute for comparable GAAP measures, and should be read only in conjunction with our condensed consolidated financial statements prepared in accordance with GAAP. For a detailed explanation of the adjustments made to comparable GAAP measures, the reasons why management uses these measures, the usefulness of these measures and the material limitations on the usefulness of these measures, please see Appendix A.

APPENDIX A

LIVERAMP HOLDINGS, INC. AND SUBSIDIARIES

Q3 FISCAL 2025 FINANCIAL RESULTS

EXPLANATION OF NON-GAAP MEASURES AND OTHER KEY METRICS

To supplement our financial results, we use non-GAAP measures which exclude certain acquisition related expenses, non-cash stock compensation and restructuring charges. We believe these measures are helpful in understanding our past performance and our future results. Our non-GAAP financial measures and schedules are not meant to be considered in isolation or as a substitute for comparable GAAP measures and should be read only in conjunction with our consolidated GAAP financial statements. Our management regularly uses these non-GAAP financial measures internally to understand, manage and evaluate our business and to make operating decisions. These measures are among the primary factors management uses in planning for and forecasting future periods. Compensation of our executives is also based in part on the performance of our business based on these non-GAAP measures.

Our non-GAAP financial measures, including non-GAAP earnings (loss) per share, non-GAAP income (loss) from operations and adjusted EBITDA reflect adjustments based on the following items, as well as the related income tax effects when applicable:

Purchased intangible asset amortization: We incur amortization of purchased intangibles in connection with our acquisitions. Purchased intangibles include (i) developed technology, (ii) customer and publisher relationships, and (iii) trade names. We expect to amortize for accounting purposes the fair value of the purchased intangibles based on the pattern in which the economic benefits of the intangible assets will be consumed as revenue is generated. Although the intangible assets generate revenue for us, we exclude this item because this expense is non-cash in nature and because we believe the non-GAAP financial measures excluding this item provide meaningful supplemental information regarding our operational performance.

Non-cash stock compensation: Non-cash stock compensation consists of charges for associate restricted stock units, performance shares and stock options in accordance with current GAAP related to stock-based compensation including expense associated with stock-based compensation related to unvested options assumed in connection with our acquisitions. As we apply stock-based compensation standards, we believe that it is useful to investors to understand the impact of the application of these standards to our operational performance. Although stock-based compensation expense is calculated in accordance with current GAAP and constitutes an ongoing and recurring expense, such expense is excluded from non-GAAP results because it is not an expense that typically requires or will require cash settlement by us and because such expense is not used by us to assess the core profitability of our business operations.

Restructuring charges: During the past several years, we have initiated certain restructuring activities in order to align our costs in connection with both our operating plans and our business strategies based on then-current economic conditions. As a result, we recognized costs related to termination benefits for employees whose positions were eliminated, lease and other contract termination charges, and asset impairments. These items, as well as third party expenses associated with business acquisitions in the current year, reported as gains, losses, and other items, net, are excluded from non-GAAP results because such amounts are not used by us to assess the core profitability of our business operations.

Transformation costs: In previous years, we incurred significant expenses to separate the financial statements of our operating segments, with particular focus on segment-level balance sheets, and to evaluate portfolio priorities. Our criteria for excluding transformation expenses from our non-GAAP measures is as follows: 1) projects are discrete in nature; 2) excluded expenses consist only of third-party consulting fees that we would not incur otherwise; and 3) we do not exclude employee related expenses or other costs associated with the ongoing operations of our business. We substantially completed those projects during the third quarter of fiscal year 2018. Beginning in the fourth quarter of fiscal 2018, and through most of fiscal 2019, we incurred transaction support expenses and system separation costs related to the Company’s announced evaluation of strategic options for its Marketing Solutions (AMS) business. In the first and second quarters of fiscal 2021 in response to the potential COVID-19 pandemic impact on our business and again during fiscal 2023 in response to macroeconomic conditions, we incurred significant costs associated with the assessment of strategic and operating plans, including our long-term location strategy, and assistance in implementing the restructuring activities as a result of this assessment. Our criteria for excluding these costs are the same. We believe excluding these items from our non-GAAP financial measures is useful for investors and provides meaningful supplemental information.

Our non-GAAP financial schedules are:

Non-GAAP EPS, Non-GAAP Income from Operations, and Non-GAAP expenses: Our Non-GAAP earnings per share, Non-GAAP income from operations, and Non-GAAP expenses reflect adjustments as described above, as well as the related tax effects where applicable.

Adjusted EBITDA: Adjusted EBITDA is defined as net income from continuing operations before income taxes, other expenses, depreciation and amortization, and including adjustments as described above. We use Adjusted EBITDA to measure our performance from period to period both at the consolidated level as well as within our operating segments and to compare our results to those of our competitors. We believe that the inclusion of Adjusted EBITDA provides useful supplementary information to and facilitates analysis by investors in evaluating the Company’s performance and trends. The presentation of Adjusted EBITDA is not meant to be considered in isolation or as an alternative to net earnings as an indicator of our performance.

Free Cash Flow: To supplement our statement of cash flows, we use a non-GAAP measure of cash flow to analyze cash flows generated from operations. Free cash flow is defined as operating cash flow less capital expenditures. Management believes that this measure of cash flow is meaningful since it represents the amount of money available from continuing operations for the Company’s discretionary spending. The presentation of non-GAAP free cash flow is not meant to be considered in isolation or as an alternative to cash flows from operating activities as a measure of liquidity.

PDF Available: http://ml.globenewswire.com/Resource/Download/cfac844b-6484-4164-92b1-a991aa0edb1a

The MIL Network –

February 6, 2025

MIL-OSI: Tenable Announces Fourth Quarter and Full Year 2024 Financial Results

Source: GlobeNewswire (MIL-OSI)

Fourth quarter revenue of $235.7 million, up 11% year-over-year; full year revenue of $900.0 million, up 13% year-over-year.
Fourth quarter calculated current billings of $302.2 million, up 11% year-over-year; full year calculated current billings of $969.5 million, up 11% year-over-year.
Full year net cash provided by operating activities of $217.5 million; full year unlevered free cash flow of $237.8 million.

COLUMBIA, Md., Feb. 05, 2025 (GLOBE NEWSWIRE) — Tenable Holdings, Inc. (“Tenable”) (Nasdaq: TENB), the exposure management company, today announced financial results for the quarter and year ended December 31, 2024.

“We are very pleased with the results for the quarter as we delivered better-than-expected CCB, revenue, operating income, EPS and unlevered free cash flow,” said Steve Vintz, Co-CEO and CFO of Tenable. “Our outperformance was driven by strong traction in cloud and Tenable One as customers look to secure cloud and get a holistic view of their environment.”

“We continue to drive incredible value for our customers resulting in a strong quarter for six-figure additions, many of which were Tenable One deals,” said Mark Thurmond, Co-CEO and COO of Tenable. “We are winning marquee, large deals with our exposure management products and are laser focused on continuing to deliver on our customer-driven roadmap.”

Fourth Quarter 2024 Financial Highlights

Revenue was $235.7 million, an 11% increase year-over-year.
Calculated current billings was $302.2 million, an 11% increase year-over-year.
GAAP income from operations was $13.0 million, compared to a loss of $14.3 million in the fourth quarter of 2023.
Non-GAAP income from operations was $59.4 million, compared to $36.1 million in the fourth quarter of 2023.
GAAP net income was $1.9 million, compared to a loss of $21.6 million in the fourth quarter of 2023.
GAAP diluted earnings per share was $0.02, compared to a loss per share of $0.19 in the fourth quarter of 2023.
Non-GAAP net income was $50.7 million, compared to $30.2 million in the fourth quarter of 2023.
Non-GAAP diluted earnings per share was $0.41, compared to $0.25 in the fourth quarter of 2023.
Net cash provided by operating activities was $81.1 million, compared to $38.5 million in the fourth quarter of 2023.
Unlevered free cash flow was $85.7 million, compared to $43.3 million in the fourth quarter of 2023.
Repurchased 1.2 million shares of our common stock for $50.0 million.

Full Year 2024 Financial Highlights

Revenue was $900.0 million, a 13% increase year-over-year.
Calculated current billings was $969.5 million, an 11% increase year-over-year.
GAAP loss from operations was $6.9 million, compared to $52.2 million in 2023.
Non-GAAP income from operations was $184.1 million, compared to $121.0 million in 2023.
GAAP net loss was $36.3 million, compared to $78.3 million in 2023.
GAAP net loss per share was $0.31, compared to $0.68 in 2023.
Non-GAAP net income was $158.6 million, compared to $97.2 million in 2023.
Non-GAAP diluted earnings per share was $1.29, compared to $0.80 in 2023.
Cash and cash equivalents and short-term investments were $577.2 million at December 31, 2024, compared to $474.0 million at December 31, 2023.
Net cash provided by operating activities was $217.5 million, compared to $149.9 million in 2023.
Unlevered free cash flow was $237.8 million, compared to $175.4 million in 2023.
Repurchased 2.3 million shares of our common stock for $100.0 million.

Recent Business Highlights

Added 485 new enterprise platform customers and 135 net new six-figure customers.
Announced our intent to acquire exposure management company Vulcan Cyber Ltd., whose capabilities will augment our industry-leading Exposure Management platform, adding enhanced visibility, extended third-party data flows, superior risk prioritization, and optimized remediation.
Launched Tenable Patch Management, an autonomous patch management solution built to quickly and effectively close vulnerability exposures.
Integrated Tenable Vulnerability Intelligence into Tenable Security Center and enhanced the solution’s risk prioritization and web application scanning features to streamline vulnerability analysis and response.
Published the 2024 Tenable Cloud Risk Report examining the critical risks at play in modern cloud environments. The report reflects findings by the Tenable Cloud Research team based on telemetry from millions of cloud resources across multiple public cloud repositories.

Financial Outlook

Our financial outlook excludes the impact of the potential acquisition of Vulcan Cyber, which we expect to close shortly.

For the first quarter of 2025, we currently expect:

Revenue in the range of $232.0 million to $234.0 million.
Non-GAAP income from operations in the range of $42.0 million to $44.0 million.
Non-GAAP net income in the range of $35.0 million to $37.0 million, assuming interest income of $5.2 million, interest expense of $7.0 million and a provision for income taxes of $3.6 million.
Non-GAAP diluted earnings per share in the range of $0.28 to $0.30.
124.0 million diluted weighted average shares outstanding.

For the year ending December 31, 2025, we currently expect:

Calculated current billings in the range of $1.040 billion to $1.055 billion.
Revenue in the range of $971.0 million to $981.0 million.
Non-GAAP income from operations in the range of $213.0 million to $223.0 million.
Non-GAAP net income in the range of $189.0 million to $199.0 million, assuming interest income of $21.0 million, interest expense of $28.3 million and a provision for income taxes of $13.4 million.
Non-GAAP diluted earnings per share in the range of $1.52 to $1.60.
124.5 million diluted weighted average shares outstanding.
Unlevered free cash flow in the range of $285.0 million to $295.0 million.

Conference Call Information

Tenable will host a conference call today, February 5, 2025, at 4:30 p.m. Eastern Time to discuss its financial results. The conference call can be accessed at 877-407-9716 (U.S.) and 201-493-6779 (international). A live webcast of the event will be available on the Tenable Investor Relations website at https://investors.tenable.com. An archived replay of the live broadcast will be available on the Investor Relations page of the website following the call.

About Tenable

Tenable^® is the exposure management company, exposing and closing the cybersecurity gaps that erode business value, reputation and trust. The company’s AI-powered exposure management platform radically unifies security visibility, insight and action across the attack surface, equipping modern organizations to protect against attacks from IT infrastructure to cloud environments to critical infrastructure and everywhere in between. By protecting enterprises from security exposure, Tenable reduces business risk for approximately 44,000 customers around the globe. Learn more at tenable.com.

Contact Information

Investor Relations
investors@tenable.com

Media Relations
tenablepr@tenable.com

Forward-Looking Statements

This press release includes forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. All statements contained in this press release other than statements of historical fact, including statements regarding our future results of operations and financial position, our platform’s ability to help protect enterprises from security exposure and streamline vulnerability analysis and response, business strategy and plans and objectives for future operations, are forward-looking statements and represent our views as of the date of this press release. The words “anticipate,” “believe,” “continue,” “estimate,” “expect,” “intend,” “may,” “will” and similar expressions are intended to identify forward-looking statements. We have based these forward-looking statements on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives and financial needs. These forward-looking statements are subject to a number of assumptions and risks and uncertainties, many of which involve factors or circumstances that are beyond our control that could affect our financial results. These risks and uncertainties are detailed in the sections titled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2023, our Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 and other filings that we make from time to time with the SEC, which are available on the SEC’s website at sec.gov. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the future events and trends discussed in this press release may not occur and actual results could differ materially and adversely from those anticipated or implied in any forward-looking statements. Except as required by law, we are under no obligation to update these forward-looking statements subsequent to the date of this press release, or to update the reasons if actual results differ materially from those anticipated in the forward-looking statements.

Non-GAAP Financial Measures

To supplement our consolidated financial statements, which are prepared and presented in accordance with GAAP, we use certain non-GAAP financial measures, as described below, to understand and evaluate our core operating performance. These non-GAAP financial measures, which may be different than similarly titled measures used by other companies, are presented to enhance the overall understanding of our financial performance and should not be considered a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP.

We believe that these non-GAAP financial measures provide useful information about our financial performance, enhance the overall understanding of our past performance and future prospects and allow for greater transparency with respect to important metrics used by management for financial and operational decision-making. We include these non-GAAP financial measures to present our financial performance using a management view and because we believe that these measures provide an additional comparison of our core financial performance over multiple periods with other companies in our industry.

Reconciliations of non-GAAP financial measures to the most directly comparable GAAP financial measures are included in the financial tables accompanying this press release.

Calculated Current Billings: We define calculated current billings, a non-GAAP financial measure, as total revenue recognized in a period plus the change in current deferred revenue in the corresponding period. We believe that calculated current billings is a key metric to measure our periodic performance. Given that most of our customers pay in advance (including multi-year contracts), but we generally recognize the related revenue ratably over time, we use calculated current billings to measure and monitor our ability to provide our business with the working capital generated by upfront payments from our customers. We believe that calculated current billings, which excludes deferred revenue for periods beyond twelve months in a customer’s contractual term, more closely correlates with annual contract value and that the variability in total billings, depending on the timing of large multi-year contracts and the preference for annual billing versus multi-year upfront billing, may distort growth in one period over another.

Free Cash Flow and Unlevered Free Cash Flow: We define free cash flow, a non-GAAP financial measure, as net cash provided by operating activities less purchases of property and equipment and capitalized software development costs. We believe free cash flow is an important liquidity measure of the cash that is available (if any), after purchases of property and equipment and capitalized software development costs, for investment in our business and to make acquisitions. We believe that free cash flow is useful as a liquidity measure because it measures our ability to generate cash. We define unlevered free cash flow as free cash flow plus cash paid for interest and other financing costs. We believe unlevered free cash flow is useful as a liquidity measure as it measures the cash that is available to invest in our business and meet our current debt obligations and future financing needs. However, given our debt obligations, non-cancelable commitments and other contractual obligations, unlevered free cash flow does not represent residual cash flow available for discretionary expenses.

Non-GAAP Income from Operations and Non-GAAP Operating Margin: We define these non-GAAP financial measures as their respective GAAP measures, excluding the effect of stock-based compensation, acquisition-related expenses, restructuring expenses, costs related to the intra-entity asset transfers resulting from the internal restructuring of legal entities, and amortization of acquired intangible assets. Acquisition-related expenses include transaction and integration expenses, as well as costs related to the intercompany transfer of acquired intellectual property. Restructuring expenses include non-ordinary course severance, employee related benefits, and other charges to reorganize business operations. We believe that the exclusion of these expenses provides for a useful comparison of our operating results to prior periods and to our peer companies, which commonly exclude restructuring expenses.

Non-GAAP Net Income and Non-GAAP Earnings Per Share: We define non-GAAP net income as GAAP net income (loss), excluding the effect of stock-based compensation, acquisition-related expenses, restructuring expenses and amortization of acquired intangible assets, including the applicable tax impacts. In addition, we exclude the tax impact and related costs of intra-entity asset transfers resulting from the internal restructuring of legal entities as well as deferred income tax benefits recognized in connection with acquisitions. We use non-GAAP net income to calculate non-GAAP earnings per share.

Non-GAAP Gross Profit and Non-GAAP Gross Margin: We define non-GAAP gross profit as GAAP gross profit, excluding the effect of stock-based compensation and amortization of acquired intangible assets. Non-GAAP gross margin is defined as non-GAAP gross profit as a percentage of revenue.

Non-GAAP Sales and Marketing Expense, Non-GAAP Research and Development Expense and Non-GAAP General and Administrative Expense: We define these non-GAAP measures as their respective GAAP measures, excluding stock-based compensation, acquisition-related expenses and costs related to intra-entity asset transfers resulting from the internal restructuring of legal entities.

TENABLE HOLDINGS, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)

	Three Months Ended December 31,						Year Ended December 31,
(in thousands, except per share data)	2024			2023			2024			2023
Revenue	$	235,731		$	213,306		$	900,021		$	798,710
Cost of revenue⁽¹⁾		51,439			48,803			199,668			183,577
Gross profit		184,292			164,503			700,353			615,133
Operating expenses:
Sales and marketing⁽¹⁾		95,348			103,700			395,385			393,450
Research and development⁽¹⁾		44,728			40,083			181,624			153,163
General and administrative⁽¹⁾		31,241			30,567			124,130			116,181
Restructuring		—			4,499			6,070			4,499
Total operating expenses		171,317			178,849			707,209			667,293
Income (loss) from operations		12,975			(14,346	)		(6,856	)		(52,160	)
Interest income		5,738			5,377			23,325			24,700
Interest expense		(7,587	)		(8,131	)		(31,920	)		(31,339	)
Other expense, net		(2,577	)		(609	)		(3,435	)		(8,602	)
Income (loss) before income taxes		8,549			(17,709	)		(18,886	)		(67,401	)
Provision for income taxes		6,681			3,939			17,415			10,883
Net income (loss)	$	1,868		$	(21,648	)	$	(36,301	)	$	(78,284	)

Net earnings (loss) per share:
Basic	$	0.02		$	(0.19	)	$	(0.31	)	$	(0.68	)
Diluted	$	0.02		$	(0.19	)	$	(0.31	)	$	(0.68	)

Weighted-average shares used to compute net earnings (loss) per share:
Basic		119,748			116,717			118,789			115,408
Diluted		123,853			116,717			118,789			115,408

_______________

⁽¹⁾Includes stock-based compensation as follows:

	Three Months Ended December 31,				Year Ended December 31,
	2024		2023		2024		2023
Cost of revenue	$	3,191	$	2,705	$	12,677	$	11,247
Sales and marketing		15,210		14,700		62,727		61,322
Research and development		12,261		9,354		47,656		37,225
General and administrative		10,052		9,756		40,455		35,533
Total stock-based compensation	$	40,714	$	36,515	$	163,515	$	145,327

TENABLE HOLDINGS, INC. CONSOLIDATED BALANCE SHEETS (unaudited)

	December 31,
(in thousands, except per share data)		2024			2023
Assets
Current assets:
Cash and cash equivalents	$	328,647		$	237,132
Short-term investments		248,547			236,840
Accounts receivable (net of allowance for doubtful accounts of $525 and $470 at December 31, 2024 and 2023, respectively)		258,734			220,060
Deferred commissions		51,791			49,559
Prepaid expenses and other current assets		53,026			61,882
Total current assets		940,745			805,473
Property and equipment, net		39,265			45,436
Deferred commissions (net of current portion)		67,914			72,394
Operating lease right-of-use assets		45,139			34,835
Acquired intangible assets, net		94,461			107,017
Goodwill		541,292			518,539
Other assets		13,303			23,177
Total assets	$	1,742,119		$	1,606,871

Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued expenses	$	19,981		$	16,941
Accrued compensation		55,784			66,492
Deferred revenue		650,372			580,779
Operating lease liabilities		6,801			5,971
Other current liabilities		5,154			5,655
Total current liabilities		738,092			675,838
Deferred revenue (net of current portion)		182,815			169,718
Term loan, net of issuance costs (net of current portion)		356,705			359,281
Operating lease liabilities (net of current portion)		56,224			48,058
Other liabilities		8,329			7,632
Total liabilities		1,342,165			1,260,527
Stockholders’ equity:
Common stock (par value: $0.01; 500,000 shares authorized, 122,371 and 117,504 shares issued at December 31, 2024 and 2023, respectively)		1,224			1,175
Additional paid-in capital		1,374,659			1,185,100
Treasury stock (at cost: 2,673 and 356 shares at December 31, 2024 and 2023, respectively)		(114,911	)		(14,934	)
Accumulated other comprehensive income		318			38
Accumulated deficit		(861,336	)		(825,035	)
Total stockholders’ equity		399,954			346,344
Total liabilities and stockholders’ equity	$	1,742,119		$	1,606,871

TENABLE HOLDINGS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)

	Year Ended December 31,
(in thousands)		2024			2023
Cash flows from operating activities:
Net loss	$	(36,301	)	$	(78,284	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		33,209			27,108
Stock-based compensation		163,515			145,327
Net accretion of discounts and amortization of premiums on short-term investments		(7,595	)		(8,323	)
Amortization of debt issuance costs		1,353			1,267
(Gain) loss on other investments		(1,452	)		5,617
Restructuring		4,528			—
Other		6,507			2,179
Changes in operating assets and liabilities:
Accounts receivable		(38,730	)		(30,042	)
Prepaid expenses and other assets		26,170			1,689
Accounts payable, accrued expenses and accrued compensation		(8,257	)		7,071
Deferred revenue		82,581			81,755
Other current and noncurrent liabilities		(8,052	)		(5,509	)
Net cash provided by operating activities		217,476			149,855

Cash flows from investing activities:
Purchases of property and equipment		(4,247	)		(1,704	)
Capitalized software development costs		(6,451	)		(7,052	)
Purchases of short-term investments		(287,797	)		(278,209	)
Sales and maturities of short-term investments		283,964			317,651
Proceeds from other investments		3,512			—
Purchases of other investments		(1,250	)		—
Business combinations, net of cash acquired		(29,162	)		(243,301	)
Net cash used in investing activities		(41,431	)		(212,615	)

Cash flows from financing activities:
Payments on term loan		(3,750	)		(3,750	)
Proceeds from stock issued in connection with the employee stock purchase plan		16,262			16,224
Proceeds from the exercise of stock options		8,064			3,501
Purchase of treasury stock		(99,977	)		(14,934	)
Other financing activities		—			210
Net cash (used in) provided by financing activities		(79,401	)		1,251
Effect of exchange rate changes on cash and cash equivalents and restricted cash		(5,129	)		(2,225	)
Net increase (decrease) in cash and cash equivalents and restricted cash		91,515			(63,734	)
Cash and cash equivalents and restricted cash at beginning of year		237,132			300,866
Cash and cash equivalents and restricted cash at end of year	$	328,647		$	237,132

TENABLE HOLDINGS, INC. REVENUE COMPONENTS AND RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES (unaudited)

Revenue	Three Months Ended December 31,				Year Ended December 31,
(in thousands)		2024		2023		2024		2023
Subscription revenue	$	215,932	$	193,880	$	824,659	$	725,013
Perpetual license and maintenance revenue		11,833		12,194		47,774		48,729
Professional services and other revenue		7,966		7,232		27,588		24,968
Revenue⁽¹⁾	$	235,731	$	213,306	$	900,021	$	798,710

_______________

(1) Recurring revenue, which includes revenue from subscription arrangements for software (both recognized ratably over the subscription term and upon delivery) and cloud-based solutions and maintenance associated with perpetual licenses, represented 95% and 96% of revenue, respectively, in the three months and year ended December 31, 2024 and 95% of revenue in the three months and year ended December 31, 2023.

Calculated Current Billings	Three Months Ended December 31,						Year Ended December 31,
(in thousands)		2024			2023			2024			2023
Revenue	$	235,731		$	213,306		$	900,021		$	798,710
Deferred revenue (current), end of period		650,372			580,779			650,372			580,779
Deferred revenue (current), beginning of period⁽¹⁾		(583,940	)		(522,449	)		(580,887	)		(506,192	)
Calculated current billings	$	302,163		$	271,636		$	969,506		$	873,297

_______________

(1) Deferred revenue (current), beginning of period for the three months ended December 31, 2023 and years ended December 31, 2024 and 2023 includes $4.1 million, $0.1 million and $4.1 million, respectively, related to acquired deferred revenue.

Remaining Performance Obligations	At December 31,
(in thousands)		2024		2023
Remaining performance obligations, short-term	$	660,647	$	595,053
Remaining performance obligations, long-term		206,879		179,955
Remaining performance obligations	$	867,526	$	775,008

Free Cash Flow and Unlevered Free Cash Flow	Three Months Ended December 31,						Year Ended December 31,
(in thousands)		2024			2023			2024			2023
Net cash provided by operating activities	$	81,119		$	38,505		$	217,476		$	149,855
Purchases of property and equipment		(2,323	)		(405	)		(4,247	)		(1,704	)
Capitalized software development costs		(521	)		(2,345	)		(6,451	)		(7,052	)
Free cash flow		78,275			35,755			206,778			141,099
Cash paid for interest and other financing costs		7,472			7,537			30,977			34,323
Unlevered free cash flow	$	85,747		$	43,292		$	237,755		$	175,422

Free cash flow and unlevered free cash flow for the periods presented were impacted by:

	Three Months Ended December 31,						Year Ended December 31,
(in thousands)		2024			2023			2024			2023
Employee stock purchase plan activity	$	5,267		$	3,584		$	(1,016	)	$	1,077
Acquisition-related expenses		(170	)		(8,506	)		(1,496	)		(9,336	)
Restructuring		—			—			(5,911	)		—
Tax payment on intra-entity asset transfer⁽¹⁾		(1,232	)		—			(1,232	)		—

________________

(1) The tax payment on intra-entity asset transfer includes $0.3 million of interest that is included in cash paid for interest and other financing costs.

Non-GAAP Income from Operations and Non-GAAP Operating Margin	Three Months Ended December 31,						Year Ended December 31,
(dollars in thousands)		2024			2023			2024			2023
Income (loss) from operations	$	12,975		$	(14,346	)	$	(6,856	)	$	(52,160	)
Stock-based compensation		40,714			36,515			163,515			145,327
Acquisition-related expenses		648			4,744			1,932			9,472
Restructuring		—			4,499			6,070			4,499
Amortization of acquired intangible assets		5,014			4,651			19,457			13,859
Non-GAAP income from operations	$	59,351		$	36,063		$	184,118		$	120,997
Operating margin		6	%		(7)	%		(1)	%		(7)	%
Non-GAAP operating margin		25	%		17	%		20	%		15	%

Non-GAAP Net Income and Non-GAAP Earnings Per Share	Three Months Ended December 31,						Year Ended December 31,
(in thousands, except per share data)		2024			2023			2024			2023
Net income (loss)	$	1,868		$	(21,648	)	$	(36,301	)	$	(78,284	)
Stock-based compensation		40,714			36,515			163,515			145,327
Tax impact of stock-based compensation⁽¹⁾		1,219			971			2,845			2,017
Acquisition-related expenses⁽²⁾		648			4,744			1,932			9,472
Restructuring⁽²⁾		—			4,499			6,070			4,499
Amortization of acquired intangible assets⁽³⁾		5,014			4,651			19,457			13,859
Tax impact of acquisitions		(31	)		426			(161	)		265
Tax impact of intra-entity asset transfer⁽⁴⁾		1,232			—			1,232			—
Non-GAAP net income	$	50,664		$	30,158		$	158,589		$	97,155

Net earnings (loss) per share, diluted	$	0.02		$	(0.19	)	$	(0.31	)	$	(0.68	)
Stock-based compensation		0.33			0.31			1.38			1.25
Tax impact of stock-based compensation⁽¹⁾		0.01			0.01			0.03			0.02
Acquisition-related expenses⁽²⁾		—			0.04			0.02			0.08
Restructuring⁽²⁾		—			0.04			0.05			0.04
Amortization of acquired intangible assets⁽³⁾		0.04			0.04			0.16			0.11
Tax impact of acquisitions		—			—			—			—
Tax impact of intra-entity asset transfer⁽⁴⁾		0.01			—			0.01			—
Adjustment to diluted earnings per share⁽⁵⁾		—			—			(0.05	)		(0.02	)
Non-GAAP earnings per share, diluted	$	0.41		$	0.25		$	1.29		$	0.80

Weighted-average shares used to compute GAAP net earnings (loss) per share, diluted		123,853			116,717			118,789			115,408

Weighted-average shares used to compute non-GAAP earnings per share, diluted		123,853			122,023			123,370			120,714

________________

(1) The tax impact of stock-based compensation is based on the tax treatment for the applicable tax jurisdictions.

(2) The tax impact of acquisition-related expenses and restructuring charges are not material.

(3) The tax impact of the amortization of acquired intangible assets is included in the tax impact of acquisitions.

(4) The tax impact of the intra-entity asset transfer is additional tax incurred related to the 2021 internal restructuring of Indegy.

(5) An adjustment to reconcile GAAP net loss per share, which excludes potentially dilutive shares, to non-GAAP earnings per share, which includes potentially dilutive shares, when applicable.

Non-GAAP Gross Profit and Non-GAAP Gross Margin	Three Months Ended December 31,						Year Ended December 31,
(dollars in thousands)		2024			2023			2024			2023
Gross profit	$	184,292		$	164,503		$	700,353		$	615,133
Stock-based compensation		3,191			2,705			12,677			11,247
Amortization of acquired intangible assets		5,014			4,651			19,457			13,859
Non-GAAP gross profit	$	192,497		$	171,859		$	732,487		$	640,239
Gross margin		78	%		77	%		78	%		77	%
Non-GAAP gross margin		82	%		81	%		81	%		80	%

Non-GAAP Sales and Marketing Expense	Three Months Ended December 31,						Year Ended December 31,
(dollars in thousands)		2024			2023			2024			2023
Sales and marketing expense	$	95,348		$	103,700		$	395,385		$	393,450
Less: Stock-based compensation		15,210			14,700			62,727			61,322
Less: Acquisition-related expenses		—			512			52			512
Non-GAAP sales and marketing expense	$	80,138		$	88,488		$	332,606		$	331,616
Non-GAAP sales and marketing expense % of revenue		34	%		41	%		37	%		42	%

Non-GAAP Research and Development Expense	Three Months Ended December 31,						Year Ended December 31,
(dollars in thousands)		2024			2023			2024			2023
Research and development expense	$	44,728		$	40,083		$	181,624		$	153,163
Less: Stock-based compensation		12,261			9,354			47,656			37,225
Less: Acquisition-related expenses		—			2,880			(20	)		2,880
Non-GAAP research and development expense	$	32,467		$	27,849		$	133,988		$	113,058
Non-GAAP research and development expense % of revenue		14	%		13	%		15	%		14	%

Non-GAAP General and Administrative Expense	Three Months Ended December 31,						Year Ended December 31,
(dollars in thousands)		2024			2023			2024			2023
General and administrative expense	$	31,241		$	30,567		$	124,130		$	116,181
Less: Stock-based compensation		10,052			9,756			40,455			35,533
Less: Acquisition-related expenses		648			1,352			1,900			6,080
Non-GAAP general and administrative expense	$	20,541		$	19,459		$	81,775		$	74,568
Non-GAAP general and administrative expense % of revenue		9	%		9	%		9	%		9	%

The following adjustments to reconcile forecasted non-GAAP income from operations, non-GAAP net income, non-GAAP earnings per share, free cash flow and unlevered free cash flow are subject to a number of uncertainties and assumptions, each of which are inherently difficult to forecast. As a result, actual adjustments and GAAP results may differ materially.

Forecasted Non-GAAP Income from Operations	Three Months Ending March 31, 2025						Year Ending December 31, 2025
(in millions)	Low			High			Low		High
Forecasted (loss) income from operations	$	(18.0	)	$	(16.0	)	$	3.0	$	13.0
Forecasted stock-based compensation		55.0			55.0			190.0		190.0
Forecasted amortization of acquired intangible assets		5.0			5.0			20.0		20.0
Forecasted non-GAAP income from operations	$	42.0		$	44.0		$	213.0	$	223.0

Forecasted Non-GAAP Net Income and Non-GAAP Earnings Per Share	Three Months Ending March 31, 2025						Year Ending December 31, 2025
(in millions, except per share data)	Low			High			Low			High
Forecasted net loss⁽¹⁾	$	(26.0	)	$	(24.0	)	$	(26.0	)	$	(16.0	)
Forecasted stock-based compensation		55.0			55.0			190.0			190.0
Forecasted tax impact of stock-based compensation		1.0			1.0			5.0			5.0
Forecasted amortization of acquired intangible assets		5.0			5.0			20.0			20.0
Forecasted non-GAAP net income	$	35.0		$	37.0		$	189.0		$	199.0

Forecasted net loss per share, diluted⁽¹⁾	$	(0.22	)	$	(0.20	)	$	(0.21	)	$	(0.13	)
Forecasted stock-based compensation		0.46			0.46			1.57			1.57
Forecasted tax impact of stock-based compensation		0.01			0.01			0.04			0.04
Forecasted amortization of acquired intangible assets		0.04			0.04			0.16			0.16
Adjustment to diluted earnings per share⁽²⁾		(0.01	)		(0.01	)		(0.04	)		(0.04	)
Forecasted non-GAAP earnings per share, diluted	$	0.28		$	0.30		$	1.52		$	1.60

Forecasted weighted-average shares used to compute GAAP net loss per share, diluted		120.5			120.5			121.0			121.0
Forecasted weighted-average shares used to compute non-GAAP earnings per share, diluted		124.0			124.0			124.5			124.5

________________
(1) The forecasted GAAP net loss assumes income tax expense of $4.6 million and $18.4 million in the three months ending March 31, 2025 and year ending December 31, 2025, respectively.

(2) Adjustment to reconcile GAAP net loss per share, which excludes potentially dilutive shares, to non-GAAP earnings per share, which includes potentially dilutive shares.

Forecasted Free Cash Flow and Unlevered Free Cash Flow	Year Ending December 31, 2025
(in millions)	Low			High
Forecasted net cash provided by operating activities	$	278.0		$	288.0
Forecasted purchases of property and equipment		(17.0	)		(17.0	)
Forecasted capitalized software development costs		(3.0	)		(3.0	)
Forecasted free cash flow		258.0			268.0
Forecasted cash paid for interest and other financing costs		27.0			27.0
Forecasted unlevered free cash flow	$	285.0		$	295.0

The MIL Network –

February 6, 2025

MIL-OSI: Bpce: Groupe BPCE Results Q4-24 & 2024

Source: GlobeNewswire (MIL-OSI)

Paris, February 5, 2025

STRONG PERFORMANCES IN 2024

• Excellent performance in Q4-24 •
• Net income (Group share) of €3.5bn in 2024, strong growth of +26% •
• VISION 2030: dynamic implementation of the strategic project •

Q4-24: net banking income at €6bn, up +11% YoY; very good performance achieved by retail banking and the global businesses; net income of €913m, +140% YoY
2024: net banking income of €23.3bn, 5% growth YoY driven by all the business lines; gross operating income up by a strong 18% notably thanks to good cost control; reported net income²of €3.5bn, up by 26% YoY

Very high levels of solvency and liquidity with a CET1 ratio of 15.6%³ and a LCR of 142%⁴ at end-2024

RETAIL BANKING & INSURANCE Sharp 14% growth in revenues in Q4-24 and 4% in 2024 driven in particular by the confirmed rebound in net interest margins and commissions. The Banque Populaire and Caisse d’Epargne retail banking networks enjoyed sustained growth in their customer bases with the addition of 846,000 new clients⁶in 2024

Local & regional financing: €84bn of funding for our clients of individual, professional, corporate, and institutional clients; 1% year-on-year growth in loan outstandings, rising to a total of €724bn at end-December 2024
Deposits & savings⁷up by €5bn year-on-year, reaching a total of €681bn at end-December 2024
Insurance: gross inflows⁸ of €14.9bn in life insurance in 2024. Premiums up 15% in 2024 YoY. The equipment rate⁹for P&C and Personal Protection insurance stood at ~35% at end-December 2024

Financial Solutions & Expertise: net banking income remained stable in Q4-24 and rose by 2% in full-year 2024 vs. a high basis of comparison in 2023. Good performance reported by the Leasing and Consumer Credit activities
Digital & Payments: +5% growth in the number of card transactions at end-December 2024 YoY. Oney net banking income up 8% in full-year 2024

GLOBAL FINANCIAL SERVICES Strong revenue growth, +8% in Q4-24 and full-year 2024; very dynamic business development in Corporate & Investment Banking, net banking income up 5% in Q4-24 year-on-year; very good performance achieved by Asset Management with net banking income up 11% in Q4-24 year-on-year

Corporate & Investment Banking: net banking income of €1.1bn in Q4-24; +19% growth in revenues in Q4-24 YoY for Global Markets, driven by the Fixed-income and Equity segments; net banking income up 2% for Global Finance, driven in particular by Trade Finance activities, and up by 6% for Investment Banking activities in Q4-24
Asset & Wealth Management: Natixis IM’s assets under management up 13% YtD, reaching an all-time high of €1,317bn at end-December 2024; very high net fund inflows of €40bn in full-year 2024, particularly from Fixed-Income expertise; net banking income of €968m in Q4-24, reflecting strong growth of 11% YoY.

Expenses remained stable year-on-year in 2024 and good improvement in the cost/income by 3.5pp

Prudent provisioning policy: cost of risk of €2.1bn in 2024, i.e. 24bps, standing below the announced guidance level; €596 million in Q4-24, down 20% year-on-year

Financial strength: CET1 ratio of 15.6%³at end-December 2024; liquidity reserves of €302bn

VISION 2030 strategic project: fast-paced and dynamic implementation

April 2024: announcement of the project to acquire SGEF, making Groupe BPCE the European leader in equipment leasing; completion of the transaction scheduled for Q1-25.
June 2024: plan to create France’s No. 1 payment processor in partnership with BNP Paribas with a view to becoming one of the top 3 players in Europe.
June 2024: commercial partnerships with two leaders in their respective markets: Leroy Merlin and Verisure
January 2025: announcement of plan to create Europe’s leading asset manager in a joint venture with Generali.
Plans to create a shared technology platform for retail banking activities

¹ See the notes on methodology annexed to this press release ²Group share ³ Ratio estimated at end-December 2024 integrating pro forma the coming impact of SGEF and Nagelmackers acquisitions ⁴Average end-of month LCRs in Q4-24 ⁵ Estimated at end-December 2024 ⁶ 196,100 new active clients over the year ⁷ On-balance sheet savings & deposits within the scope of the Retail Banking & Insurance business unit ⁸ Excluding reinsurance treaty with CNP Assurance ⁹ Scope of the individual clients in the BP and CE retail banking networks

Nicolas Namias, Chairman of the Management Board of BPCE, said: “2024 marked the return of strong performance across all our business lines. Groupe BPCE saw its earnings grow by 26% over the year as a whole and by a total of 140% in the fourth quarter of 2024.

Banques Populaires and Caisses d’Epargne benefited from the confirmed rebound in their net interest margin along with an extremely buoyant level of commercial activity, illustrated by the arrival of 846,000 new clients in 2024. All the business lines serving the retail banking networks – Insurance, Payments, Financial Solutions & Expertise – generated growth both in full-year 2024 and in the 4^thquarter of the year. It also proved to be a remarkable quarter and full-year period for the global business lines managed by Natixis CIB and Natixis IM with, in particular, 19% revenue growth in our capital markets activities in the fourth quarter, and a record-breaking 40 billion euros in net inflows for our asset management activities in the course of the year.

These results testify to the dynamic implementation of our VISION 2030 strategic project. In the space of a year, we announced the planned acquisition of SGEF, making the Group the front-ranking European equipment leasing specialist, an initiative due to be completed early this year; the creation, with BNP Paribas, of the French leader in payment processing, with a view to becoming one of the top 3 players in Europe; plans to create a champion in asset management with Generali that would be No.1 in Europe in terms of revenues and one of the top 10 asset management specialists worldwide. Today, we announce our ambition to create a common technological platform for the Banques Populaires and Caisses d’Epargne by setting up a joint information system. Designed to further enhance the Group’s performance, this project sets out to optimize the service offered to our 35 million clients and to improve the day-to-day lives of our employees and, in the process, support the development of retail banking in France. These projects give concrete expression to our determination to pursue well-balanced development across our three priority growth areas: France, Europe, and the rest of the world.

These extremely exciting prospects for the months ahead will be driven by our staff of employees, who this year demonstrated their tremendous mobilization and enthusiasm during the Olympic & Paralympic Games Paris 2024. We gave expression to our promise to share the Games with as many people as possible in every territorial region of France. This event enabled us to strengthen our ties with our clients both in regional France and around the world, and we will continue to foster these relationships by contributing to the sustainable development of the economies in which we do business, in line with our cooperative values.”

The quarterly financial statements of Groupe BPCE for the period ended December 31, 2024, approved by the Management Board on February 3, 2025, were verified and reviewed by the Supervisory Board, at a meeting chaired by Eric Fougère on February 5, 2025.

In this document, 2023 figures have been restated on a pro-forma basis (see annex for the reconciliation of reported data to pro-forma data).

Groupe BPCE

€m¹	Q4-24	Q4-23	% Change	2024	2023	% Change
Net banking income	6,046	5,462	11%	23,317	22,198	5%
Operating expenses	(4,184)	(4,129)	1%	(16,384)	(16,328)	0%
Gross operating income	1,862	1,332	40%	6,933	5,870	18%
Cost of risk	(596)	(744)	(20)%	(2,061)	(1,731)	19%
Income before tax	1,262	537	135%	4,956	4,182	19%
Income tax	(326)	(159)	106%	(1,357)	(1,340)	1%
Net income – Group share	913	381	140%	3,520	2,804	26%
Exceptional items	(64)	(100)	(35)%	(155)	(122)	28%
Underlying²net income – Group share	977	481	103%	3,675	2,925	26%
Underlying cost to income ratio³	67.8%	74.6%	(6.8)pp	69.4%	72.9%	(3.5)pp

¹ Reported figures as far as “Net income (Group share)” ² “Underlying” means exclusive of exceptional items ³ The underlying cost/income ratio of Groupe BPCE is calculated on the basis of net banking income and operating expenses excluding exceptional items. The calculations are detailed in the annex on pages 18 and 24.

1. Groupe BPCE

Unless specified to the contrary, the financial data and related comments refer to the reported results of the Group and
business lines; changes express differences between Q4-24 and Q4-23 and between full-year 2024 and full-year 2023.

Groupe BPCE’s net banking income rose by 11% to reach 6,046 million euros in Q4-24 thanks to strong commercial activity in all business lines. At the end of December 2024, it stood at 23,317 million euros, up 5%.

Revenues from the Retail Banking & Insurance business unit (RB&I) rose 14% in Q4-24 to 4,064 million euros and stood at 15,397 million euros in full-year 2024, representing growth of 4%. Banques Populaires and Caisses d’Epargne put up a strong commercial performance, attracting more than 846,000 new clients¹ across all markets since the beginning of the year.

Revenues in the Financial Solutions & Expertise business unit, stable in Q4-24 and up 2% in full-year 2024, were driven in particular by the leasing and consumer credit businesses. The Insurance business unit benefited from strong business momentum in life insurance with gross new inflows² of 14.9 billion euros. Business was buoyant for the Digital & Payments business unit with renewed momentum for Oney.

Revenues from the Global Financial Services (GFS) business unit were up 8% in Q4-24 and full-year 2024, reaching a total of 2,055 million euros and 7,947 million euros respectively. Corporate & Investment Banking revenues, buoyed up by strong commercial performance across all its business lines, came to 1,087 million euros in Q4-24, up 5%, and to 4,440 million euros in full-year 2024, up 7%. The net banking income generated by Asset & Wealth Management stood at 968 million euros in Q4-24, up 11%, and reached a total of 3,507 million euros in full-year 2024, up 10%. Assets under management, which rose to their highest level ever thanks to record-breaking fund inflows and positive market and currency effects, rose by 13% in the course of the year to reach 1,317 billion euros.

The net interest margin stood at 7.6 billion euros, up 4% year-on-year, while commission income, which reached 11 billion euros in full-year 2024, was up 7% year-on-year.

In full-year 2024, operating expenses remained stable at 16,384 million euros, rising 1% to 4,184 million euros in Q4-24, benefitting from positive jaws effects over the 2 periods.

The underlying cost/income ratio³ improved by 6.8pp in Q4-24 to 67.8%, and by 3.5pp in full-year 2024 to 69.4%

Gross operating income rose by 40% to 1,862 million euros in Q4-24, and by 18% to 6,933 million euros in full-year 2024.

Groupe BPCE’s cost of risk, which came to -2,061 million euros in 2024, increased by a total of 19% vs. a low basis of comparison in 2023. In Q4-24, it stood at -596 million euros, down 20%.

Performing loans are deemed to be rated ‘Stage 1’ or ‘Stage 2,’ while loans with proven risk are rated ‘Stage 3.’

¹ 196,100 new active clients in full-year 2024 ² Excluding the reinsurance treaty with CNP Assurances³ The underlying cost/income ratio of Groupe BPCE is calculated on the basis of net banking income and operating expenses excluding exceptional items. The calculations are detailed in the annex on page 24

For Groupe BPCE, the amount of provisions for performing loans rated ‘Stage 1’ or ‘Stage 2’ corresponds:

For the quarter, to a reversal of 31 million euros in Q4-24 vs. an allocation of 34 million euros in Q3-24 and vs. an allocation of 145 million euros in Q4-23,
For the 12-month period, a reversal of 177 million euros in 2024 vs. a reversal of 112 million euros in 2023.

Provisions for loan outstandings with proven risk, rated ‘Stage 3,’ correspond:

For the quarter, to an allocation of 627 million euros in Q4-24 vs. an allocation of 488 million euros in Q3-24 and vs. an allocation of 598 million euros in Q4-23,
For the 12-month period, an allocation of 2,238 million euros in 2024 vs. an allocation of 1,843 million euros in 2023.

In Q4-24, the cost of risk for Groupe BPCE stood at 28bps in terms of gross customer outstandings, down 7bps. This figure includes a reversal of 1bp on performing loans (vs. an allocation of 7bps in Q4-23) and an allocation on loan outstandings with proven risk of 29bps vs. an allocation of 28bps in Q4-23.
In Q4-24, the cost of risk remained stable for the Retail Banking & Insurance business unit at 30bps, including a 1bp provision for performing loans (vs. a 5bps allocation to provisions in Q4-23) and a 30bps allocation on loan outstandings with proven risk, as in Q4-23.
The cost of risk for the Corporate & Investment Banking business unit came to 55bps (vs. 37bps in Q4-23), including a 13bps reversal on performing loans (vs. a 16bps provision in Q4-23) and a 67bps provision on loans with proven risk (vs. a 21bps provision in Q4-23).

In 2024, Groupe BPCE’s cost of risk stood at 24bps of gross customer loan outstandings. This figure includes a 2bps reversal of provisions on performing loans (vs. a 1bp reversal in 2023) and a 26bps provision on loans with proven risk (vs. a 22bps provision in 2023).
The cost of risk was 24bps for the Retail Banking & Insurance business unit (21bps in 2023), including a 2bps reversal on performing loans (as in 2023) and a 26bps provision on loans with proven risk (vs. a 23bps provision in 2023).
The cost of risk for the Corporate & Investment Banking business unit came to 40bps (24bps in 2023), including a 6bps reversal on performing loans (vs. a 4bps reversal in 2023) and a 46bps provision on loans with proven risk (vs. a 28bps provision in 2023).

The ratio of non-performing loans to gross loan outstandings stood at 2.5% at December 31, 2024, up 0.1pp compared with end-December 2023.

Reported net income (Group share) came to 913 million euros in Q4-24, up 140%. In full-year 2024, it stood at 3,520 million euros, up 26%.

The impact of exceptional items on net income (Group share) was -64 million euros in Q4-24 vs. -100 million euros in Q4-23 and -155 million euros in full-year 2024 vs. -122 million euros in full-year 2023.

Underlying net income (Group share)¹ rose by 103% to stand at 977 million euros in Q4-24, and grew by 26% to 3,675 million euros in full-year 2024.

1 “Underlying” means exclusive of exceptional items

2. A Group mobilized to decarbonize the economy and committed to making impact accessible to all

Strong commitments in 2024

Climate commitments:

The Group has published new decarbonization ambitions for the 11¹ most highly emissive industrial sectors: Aluminum, Aviation, Commercial real estate, Residential real estate, Agriculture, Automotive, Steel and Cement, and has strengthened its ambitions in the Power Generation and Oil & Gas sectors.

Environmental commitments:

Groupe BPCE has strengthened its commitment by joining act4nature international.

Social commitments by providing financing for players in the social & solidarity-based economy, in social housing and the Public Sector.

Innovative and concrete actions for our clients

The Banques Populaires and Caisses d’Epargne retail banking networks have launched innovations to facilitate home ownership and offer all individual customers energy-efficient renovation solutions to preserve the value of their real-estate assets: for example, by the end of November 2024, over 640 million euros in financing had been granted for energy-efficient home renovation, and the Advice and Sustainable Solutions digital module had received over 5 million unique visitors.
The Group serves the SME and ISE clients of the Banques Populaires and Caisses d’Epargne, as well as local communities by providing locally-based advice and by financing the transition of their business models. It has also strengthened its partnership with the European Investment Bank (EIB) for the innovation and energy transition with over one billion euros in transition and decarbonization financing.
Green revenues in the CIB rose by +14% in 2024 YoY, driven by sustainable finance and renewable energy & new energy activities including tailored-made solutions and dedicated expertise provided by the Green Hub.

Groupe BPCE, a pioneer in sustainable finance, launched 5 green and social bond issues in the course of 2024 for an aggregate value of more than 3.6 billion euros, including the 1^st Social Bond with a profit-sharing coupon for the benefit of the Institut Robert-Debré du Cerveau de l’Enfant (Children’s Brain Development Institute), supported by APHP (Paris Public Hospitals).

¹ Given the insignificant amount of Natixis CIB’s financing dedicated to freight and passenger ships, Groupe BPCE has not published its action plan for this industrial sector

3. Capital, loss-absorbing capacity, liquidity, and funding

3.1 CET1¹ratio

Groupe BPCE’s CET1 ratio at end-December 2024 stood at an estimated 16.2%, unchanged from the previous quarter. It includes the following impacts:

Retained earnings: +21bps,
Net issuance of cooperative shares: +3bps,
Change in risk-weighted assets: – 33bps,
Other changes, including variations in the prudential backstop provision, items included under Other Comprehensive Income, and other adjustments: +4bps.

The Group’s CET1 ratio – presented on a pro-forma basis to reflect the inclusion of the future impacts of the SGEF and Nagelmackers acquisitions (-54bps) – stands at 15.6%,

At end-December 2024, Groupe BPCE held an equity buffer estimated at 18.6 billion euros above the threshold for triggering the maximum distributable amount (MDA) for equity capital, taking account of the prudential requirements laid down by the ECB applicable on January 2, 2025.

3.2 TLAC ratio¹

The Total Loss-Absorbing Capacity (TLAC) stood at an estimated 122.1 billion euros at the end of December 2024. The TLAC ratio, expressed as a percentage of risk-weighted assets, stood at an estimated 26.7%² at the end of December 2024 (without taking account of preferred senior debt for the calculation of this ratio), well above the standard requirements of the Financial Stability Board that were equal to 22.4% at January 2, 2025.

3.3 MREL ratio¹

Expressed as a percentage of risk-weighted assets at December 31, 2024, Groupe BPCE’s subordinated MREL ratio (without taking account of preferred senior debt for the calculation of this ratio) and the total MREL ratio stood at 26.7%² and 34.6%, well above the minimum requirements laid down by the SRB at January 2, 2025 of 22.4%³ and 27.3%³ respectively.

3.4 Leverage ratio¹

At December 31, 2024, the estimated leverage ratio stood at 5.1%, well above the requirement.

3.5 Liquidity reserves at a high level

The LCR (Liquidity Coverage Ratio) for Groupe BPCE is well above the regulatory requirement of 100%, at an average of 142% of month-end LCRs for the 4^th quarter 2024.
Liquidity reserves stood at 302 billion euros at December 2024, representing a coverage ratio of 177% of short-term financial debt (including short-term maturities of medium- to long-term financial debt).

3.6 MLT funding plan: 32% of the 2025 objectives completed as at January 31, 2025

The size of the MLT funding plan, excluding structured private placements and Asset Backed Securities (ABS), has been set at 23 billion euros for 2025. The breakdown per type of debt is as follows:

10 billion euros in TLAC funding: 2.0 billion euros in Tier 2 funding and 8 billion euros in senior non-preferred debt,
3 billion euros senior preferred debt,
10 billion euros in covered bonds.

The target for ABS is 8 billion euros.

At January 31, 2025, Groupe BPCE had raised 7.3 billion euros, excluding structured private placements and ABS (32% of the 23 billion euro funding plan):

5.6 billion euros in TLAC funding: 1.7 billion euros in Tier 2 funding (87% of requirements) and 3.9 billion euros in senior non-preferred debt (49% of requirements),
1.7 billion euros in covered bonds (17% of requirements).

At January 31, 2025, the amount of ABS raised came to a total of 0.7 billion euros, i.e. 8% of the target.

Capital adequacy, Total loss-absorbing capacity – see the note on methodology
¹ Estimated at December 31, 2024 ² Groupe BPCE has chosen to waive the possibility provided by Article 72 Ter (3) of the Capital Requirements Regulation (CRR) to use senior preferred debt to ensure compliance with its TLAC/subordinated MREL requirements. ³ Following reception of MREL’s annual letter for 2024

4. Results of the business lines

Unless specified to the contrary, the financial data and related comments refer to the reported results of the Group and
business lines; changes express differences between Q4-24 and Q4-23 and between full-year 2024 and full-year 2023.

4.1 Retail Banking & Insurance

€m¹	Q4-24	% Change	2024	% Change
Net banking income	4,064	14%	15,397	4%
Operating expenses	(2,497)	(0)%	(9,902)	1%
Gross operating income	1,567	45%	5,495	10%
Cost of risk	(556)	(13)%	(1,751)	16%
Income before tax	998	142%	3,807	8%
Exceptional items	(45)	(60)%	(115)	3%
Underlying²income before tax	1,044	98%	3,922	8%
Underlying cost/income ratio³	60.4%	(8.5)pp	63.6%	(2.2)pp

At end-December 2024, loan outstandings rose by 1% to 724 billion euros. Outstanding home loans remained stables at 400 billion euros, while equipment loans rose by 3% during the year to 199 billion euros.

At end-December 2024, on-balance sheet customer deposits & savings totaled 681 billion euros, representing an increase of 5 billion euros year-on-year, with a 5% rise in term accounts and a 3% year-on-year increase in both regulated and unregulated passbook savings accounts.

Net banking income for the Retail Banking & Insurance business unit rose by 14% in Q4-24 to 4,064 million euros, and by 4% in full-year 2024 to 15,397 million euros. In Q4-24, these changes reflect the good level of business activities: in the networks, revenues rose by 17% for the Banque Populaire retail banking network and by 14% for the Caisse d’Épargne network. Net banking income for both networks also recorded growth in full-year 2024, by 4% for the Banque Populaire network and by 3% for the Caisse d’Épargne network.

The Financial Solutions & Expertise business lines continued to benefit from strong sales momentum, particularly in the leasing segment. Revenues remained stable in Q4-24 but saw 2% growth in full-year 2024. In Insurance, premiums⁴ rose by 15% in 2024, driven by both Non-Life Insurance and Life & Personal Protection Insurance. The Digital & Payments business unit reported a 14% increase in revenues in Q4-24 and 7% growth in full-year 2024, driven by card transactions and instant payment operations.

Operating expenses remained tightly managed, stable in Q4-24 at 2,497 million euros, and up by just 1% in full-year 2024 to 9,902 million euros.

The underlying cost/income ratio³ improved by 8.5pp in Q4-24 to 60.4%, and by 2.2pp in full-year 2024 to 63.6%.

The business unit’s gross operating income benefited from a strong positive jaws effect, rising by 45% in Q4-24 to
1,567 million euros and by 10% in full-year 2024 to 5,495 million euros.

The cost of risk amounted to -556 million euros in Q4-24, down 13%, and stood at -1,751 million euros in 2024, up 16%.

For the business unit as a whole, income before tax amounted to 998 million euros in Q4-24, up 142%, and stood at 3,807 million in full-year 2024, up 8%.

Underlying income before tax² amounted to 1,044 million euros in Q4-24, up 98%, and came to 3,922 million euros in full-year 2024, up 8%.

¹ Reported figures until “Income before tax” ² “Underlying” means exclusive of exceptional items ³ The business line cost/income ratios have been calculated on the basis of net banking income and underlying operating expenses ⁴Excluding reinsurance treaty with CNP Assurance

4.1.1 Banque Populaire network
The Banque Populaire retail banking network is comprised of 14 cooperative banks (12 regional Banques Populaires along
with CASDEN Banque Populaire and Crédit Coopératif) and their subsidiaries, Crédit Maritime Mutuel, and the Mutual
Guarantee Companies.

€m¹	Q4-24	% Change	2024	% Change
Net banking income	1,614	17%	6,098	4%
Operating expenses	(980)	1%	(4,047)	2%
Gross operating income	634	56%	2,051	8%
Cost of risk	(266)	(6)%	(814)	25%
Income before tax	352	137%	1,285	(2)%
Exceptional items	(17)	77%	(51)	ns
Underlying²income before tax	369	133%	1,336	2%
Underlying cost/income ratio³	59.7%	(10.2)pp	65.5%	(1.9)pp

Loan outstandings remained stable year-on-year, standing at 301 billion euros at the end of December 2024.
On-balance sheet customer deposits & savings decreased by 2 billion euros year-on-year at the end of December 2024, with term accounts remaining stable during the 12-month period, while both regulated and unregulated passbook savings accounts saw 2% year-on-year growth.

Net banking income came to 6,098 million euros in full-year 2024, up 4% year-on-year. This included 3.2 billion euros in net interest margin^4,5 up 5% year-on-year, and 2.9 billion euros in commissions⁵ (up 3% year-on-year).
In Q4-24, net banking income came to a total of 1,614 million euros, up 17% year-on-year.

Operating expenses rose by a limited 1% in Q4-24 to 980 million euros, and increased by 2% in full-year 2024, to 4,047 million euros.
The underlying cost/income ratio³ consequently saw a 10.2pp improvement in Q4-24, to 59.7%, and a 1.9pp improvement in full-year 2024, to 65.5%.

Gross operating income benefited from positive jaws effects, rising by 56% to 634 million euros in Q4-24 and by 8% to 2,051 million euros in full-year 2024.

The cost of risk stood at -266 million euros in Q4-24, down 6%, and -814 million euros in 2024, up 25%.

Income before tax came to 352 million euros in Q4-24 (+137%) and 1,285 million euros in 2024 (-2%).

Underlying income before tax² amounted to 369 million euros in Q4-24 (+133%) and 1,336 million euros in full-year 2024
(+2%).

¹ Reported figures until “Income before tax” ² “Underlying” means exclusive of exceptional items ³ The business line cost/income ratios have been calculated on the basis of net banking income and underlying operating expenses ⁴ Excluding provisions for home-purchase savings schemes ⁵ Income on regulated savings has been restated to account for the net interest margin and included under commissions

4.1.2 Caisse d’Epargne network
The Caisse d’Epargne retail banking network comprises 15 individual Caisses d’Epargne along with their subsidiaries

€m¹	Q4-24	% Change	2024	% Change
Net banking income	1,616	14%	6,054	3%
Operating expenses	(1,084)	0%	(4,216)	1%
Gross operating income	531	55%	1,838	10%
Cost of risk	(205)	(6)%	(640)	16%
Income before tax	328	161%	1,200	7%
Exceptional items	(27)	171%	(60)	ns
Underlying²income before tax	355	162%	1,260	13%
Underlying cost/income ratio³	65.4%	(9.8)pp	68.7%	(2.7)pp

Loan outstandings rose by 1% year-on-year to 376 billion euros at the end of December 2024.
On-balance sheet customer deposits & savings increased by 5 billion euros year-on-year, with growth in term accounts (+12%) and an increase in regulated and unregulated passbook savings accounts (+3%).

Net banking income rose by 3% to reach 6,054 million euros in full-year 2024, including:

2.6 billion euros in net interest margin^4,5, down 3% year-on-year,
3.4 billion euros in commissions⁵ up 7% year-on-year.

Net banking income came to a total of 1,616 million euros, up 14% year-on-year, in Q4-24 and stood at 6,054 million euros, up 3% year-on-year in full-year 2024.

Operating expenses remained stable at 1,084 million euros in Q4-24, and rose by 1% in full-year 2024 to 4,216 million euros.

The underlying cost/income ratio³ improved by 9.8pp to 65.4% in Q4-24 and by 2.7pp to 68.7% in full-year 2024.

Gross operating income benefited from positive jaws effects in Q4-24 (+55%), rising to 531 million euros, and enjoyed 10% growth in full-year 2024, rising to 1,838 million euros.

The cost of risk came to -205 million euros in Q4-24, down 6%, and to -640 million euros in 2024, up 16%.

Income before tax rose by 161% to 328 million euros in Q4-24, and came to 1,200 million euros in 2024.
(+7%).

Underlying income before tax² amounted to 355 million euros in Q4-24 (+162%) and 1,260 million euros in full-year 2024
(+13%).

¹ Reported figures until “Income before tax” ² “Underlying” means exclusive of exceptional items ³ The business line cost/income ratios have been calculated on the basis of net banking income and underlying operating expenses ⁴ Excluding provisions for home-purchase savings schemes ⁵ Income on regulated savings has been restated to account for the net interest margin and included under commissions

4.1.3 Financial Solutions & Expertise

€m¹	Q4-24	% Change	2024	% Change
Net banking income	334	(0)%	1,303	2%
Operating expenses	(169)	1%	(636)	1%
Gross operating income	165	(2)%	667	3%
Cost of risk	(38)	(30)%	(108)	11%
Income before tax	125	11%	555	2%
Exceptional items	0	ns	0	ns
Underlying²income before tax	125	11%	555	1%
Underlying cost/income ratio³	50.7%	1.0pp	48.8%	(0.3)pp

Sales momentum remained strong in services designed for individual customers, particularly in consumer credit, with average loan outstandings (personal loans and revolving credit) up 7% year-on-year, consolidating the Group’s position as France’s leading bank for consumer credit.

The Leasing activity continued to provide robust support to companies with growth in average outstandings (+10% year-on-year) chiefly driven by equipment leasing (+17%). Energéco, a player committed to the renewable energies sector, had an exceptional year with production exceeding, for the first time, one billion transactions arranged.

Despite the unfavorable business environment, the business lines working in the housing and real estate sector demonstrated their resilience with confirmation in Q4-2024 of the positive upturn of activity in personal loan guarantees, leading to an increase in gross written premiums (+2% in Q4-24 year-on-year vs. -40% in the first 9 months of 2024).

Net banking income for the Financial Solutions & Expertise business unit remained stable at 334 million euros in Q4-24, but rose 2% to 1,303 million euros in full-year 2024.

Operating expenses, which stood at 169 million euros in Q4-24 and 636 million euros in full-year 2024, remained tightly managed.

The underlying cost/income ratio³ increased by 1.0pp in Q4-24 to 50.7% and improved by 0.3pp in full-year 2024 to 48.8%.

Gross operating income, which came to 165 million euros in Q4-24, was down 2%; it stood at 667 million euros in full-year 2024, up 3%.

The cost of risk stood at -38 million euros in Q4-24, down 30%, and at -108 million euros in full-year 2024 (+11%).

Income before tax rose by 11% to 125 million euros in Q4-24 and increased by 2% to 555 million euros in full-year 2024.

Underlying income before tax² rose by 11% in Q4-24 and by 1% in full-year 2024, to 125 million euros and 555 million euros respectively.

¹ Reported figures until “Income before tax” ² “Underlying” means exclusive of exceptional items ³ The business line cost/income ratios have been calculated on the basis of net banking income and underlying operating expenses

4.1.4 Insurance¹
The results presented below concern the Insurance business unit held directly by BPCE since March 1, 2022.

€m²	Q4-24	% Change	2024	% Change
Net banking income	171	17%	694	10%
Operating expenses³	(36)	(10)%⁴	(143)	(12)%⁴
Gross operating income	135	28%	550	17%
Income before tax	141	32%	566	19%
Exceptional items	0	ns	0	ns
Underlying⁵income before tax	141	30%	566	17%
Underlying cost/income ratio⁶	21.3%	(5.3)pp	20.7%	(4.1)pp

In Q4-24, premiums⁷ reached 4.8 billion euros, up 12% thanks to the considerable dynamism demonstrated by Life Insurance and Life & Personal Protection insurance. In full-year 2024, premiums⁷ rose by 15% to 18.6 billion euros, with a 16% increase for Life & Personal Protection insurance and a 9% increase for Property & Casualty insurance.

Life insurance assets under management⁷ reached 103 billion euros at the end of December 2024 thanks to record-breaking net inflows in both euro funds and unit-linked products. Since the end of December 2023, life insurance assets have risen by 12%, driven by significant positive inflows in both euro funds and unit-linked products. Gross inflows⁷ in life insurance stood at 14.9 billion euros in 2024. Unit-linked products accounted for 53% of inflows⁷ at the end of December 2024.

In the Property & Casualty segment, the client equipment rate for both networks was approximately 35%⁸ at the end of December 2024, up 0.5pp since the end of December 2023.

Net banking income rose by 17% in Q4-24 to 171 million euros, and rose by 10% to 694 million euros in full-year 2024.

Operating expenses³ fell by 10%⁴ year-on-year in Q4-24 to 36 million euros, and by 12%⁴ in full-year 2024 to 143 million euros.

The underlying cost/income ratio⁶ improved by 5.3pp to stand at 21.3% in Q4-24, and improved by 4.1pp to reach 20.7% in full-year 2024.

Thanks to positive jaws effects in Q4-24 and full-year 2024, EBITDA rose by 28% and 17% respectively.

Income before tax also improved, rising by 32% to 141 million euros in Q4-24 and by 19% to 566 million euros in full-year 2024.

Underlying⁵income before tax came to 141 million euros in Q4-24 (+30%) and to 566 million euros in full-year 2024 (+17%).

¹ BPCE Assurances ² Reported figures until “Income before tax” ³ “Operating expenses” corresponds to “non-attributable expenses” under IFRS 17, i.e. all costs that are not directly attributable to insurance contracts ⁴ At constant method: +7% in Q4-24 YoY and +4% in 2024 YoY ⁵ “Underlying” means exclusive of exceptional items ⁶ The business line cost/income ratios have been calculated on the basis of net banking income and underlying operating expenses ⁷ Excluding reinsurance treaty with CNP Assurance
⁸ Scope: combined individual clients of the BP and CE networks

4.1.5 Digital & Payments

€m¹	Q4-24	% Change	2024	% Change
Net banking income	227	14%	873	7%
o/w Payments	128	10%	491	6%
o/w Oney	99	19%	382	8%
Operating expenses	(173)	1%	(646)	(1)%
o/w Payments	(108)	9%	(394)	3%
o/w Oney	(65)	(10)%	(252)	(7)%
Gross operating income	54	96%	227	39%
Cost of risk	(33)	(52)%	(126)	(26)%
Income before tax	20	ns	97	ns
Exceptional items	(1)	(99)%	(5)	(96)%
Underlying²income before tax	21	ns	102	125%
Underlying cost/income ratio³	76.2%	(3.5)pp	73.9%	(2.1)pp

Digital & AI

At the end of December 2024, 11.8 million customers were active on Banques Populaires and Caisses d’Epargne mobile applications (up 3% vs. end-December 2023).

The “AI for all” in-house generative AI solution was being used by over 26,000 employees at the end of December 2024 (i.e. 25% of all Group employees.)

Thanks to transformative AI, 10 million documents had been verified automatically (+71%) by end-December 2024.

Payments

Net banking income enjoyed 10% growth in Q4-24 and 6% growth in full-year 2024, while operating expenses rose 9% in Q4-24 and 3% in full-year 2024.

The widespread use of Wero (European Payments Initiative) enables all customers to send and receive money via instant account-to-account payments in less than 10 seconds. Wero handles 2 million transactions per month and serves over 2 million active customers.

In the Payment Solutions business, the number of card transactions rose by 5% year-on-year, with continued growth in mobile and instant payments (+54% and +49% year-on-year respectively) and the ongoing rollout of Android POS terminals (multiplied by a factor of 2). The launch of Google Pay has strengthened our range of mobile products.

Oney Bank

Net banking income rose by 8% in 2024 thanks to improved margin rates and the asset repricing effect. Oney maintained its leadership position in the BNPL⁴ segment in France while business was robust in Europe outside France (+19% in volumes year-on-year).

Management expenses remained well under control, falling by 7% in full-year 2024.

The sharp drop in the cost of risk in 2024 (-26% YoY) confirms the positive impact of our action plans.
Net banking income for the Digital & Payments business unit rose by 14% in Q4-24 and by 7% in full-year 2024, to reach 227 million euros and 873 million euros respectively.

The business unit’s operating expenses were up 1% in Q4-24 and down 1% in full-year 2024, to reach 173 million euros and 646 million euros respectively.

This led to a 3.5pp improvement in the underlying cost/income ratio³ to 76.2% in Q4-24 and a 2.1pp improvement to 73.9% in full-year 2024.

Gross operating income, which benefitted from positive jaws effects, rose by 96% in Q4-24 to 54 million euros, and by 39% to 227 million euros in full-year 2024.

The cost of risk fell by 52% in Q4-24 to -33 million euros, and by 26% in full-year 2024 to -126 million euros.

Income before tax amounted to 20 million euros in Q4-24 and 97 million euros full-year 2024.

Underlying²income before tax came to 21 million euros in Q4-24 and 102 million euros in full-year 2024, equal to a sharp rise of 125%.

¹ Reported figures until “Income before tax” ² “Underlying” means exclusive of exceptional items ³ The business line cost/income ratios have been calculated on the basis of net banking income and underlying operating expenses ⁴ Buy Now Pay Later

4.2 Global Financial Services
The GFS business unit includes the Asset & Wealth Management activities and the Corporate & Investment Banking activities of
Natixis.

€m¹	Q4-24	% Change	Constant Fx % change	2024	% Change	Constant Fx % change
Net banking income	2,055	8%	7%	7,947	8%	8%
o/w CIB	1,087	5%	5%	4,440	7%	7%
o/w AWM	968	11%	10%	3,507	10%	10%
Operating expenses	(1,501)	8%	7%	(5,651)	7%	7%
o/w CIB	(738)	5%	5%	(2,889)	8%	8%
o/w AWM	(763)	11%	10%	(2,763)	6%	6%
Gross operating income	553	8%	7%	2,296	10%	10%
Cost of risk	(86)	18%		(268)	73%
Income before tax	479	14%		2,051	4%
Exceptional items	0	ns		0	ns
Underlying²income before tax	479	10%		2,051	3%
Underlying cost/income ratio³	73.1%	0.7pp		71.1%	(0.1)pp

GFS revenues rose by 8% in both Q4-24 and full-year 2024 to respectively 2,055 million euros (+7% at constant exchange rates) and 7,947 million euros (+8% at constant exchange rates). These trends are the result of the robust performance of our global business lines.

In Q4-24, revenues generated by the Corporate & Investment Banking business rose by 5% to 1,087 million euros thanks, in particular, to the strong performance achieved by the Global Markets (+19%) and Global Finance (+2%) activities in full-year 2024. Net banking income for the CIB business in full-year 2024 rose by 7% to 4,440 million euros.

In Q4-24, Asset & Wealth Management revenues rose 10% at constant exchange rates to 968 million euros, chiefly thanks to higher management fees year-on-year. Assets under management rose by 13% since the begging of the year to reach a historic high of 1,317 billion euros, with record inflows and a strong positive market and change effects.

GFS operating expenses increased by 8% in Q4-24 and by 7% in 2024, to respectively 1,501 million euros (+7% at constant exchange rates) and 5,651 million euros (+7% at constant exchange rates). This rise in expenses is in line with revenue growth, leading to positive jaws effects in full-year 2024.

In Q4-24, Corporate & Investment Banking operating expenses rose by 5% in line with revenue growth. Asset & Wealth Management expenses rose by 10% at constant exchange rates in Q4-24.

The underlying cost/income ratio³ was 73.1% in Q4-24 and 71.1% in full-year 2024, up 0.7pp and down 0.1pp respectively.

Gross operating income rose 8% in Q4-24 to 553 million euros (+7% at constant exchange rates); it rose 10% in full-year 2024 to 2,296 million euros (+10% at constant exchange rates).

The cost of risk increased by 18% in Q4-24 and by 73% in full-year 2024, to -86 million euros and -268 million euros respectively.

Income before tax rose by 14% in Q4-24 to 479 million euros, and by 4% in full-year 2024 to 2,051 million euros.

Underlying²income before tax for Q4-24 was 479 million euros, up 10%, and stood at 2,051 million euros in full-year 2024, up 3%.

¹ Reported figures until “Income before tax” ² “Underlying” means exclusive of exceptional items ³ The business line cost/income ratios have been calculated on the basis of net banking income and underlying operating expenses

4.2.1 Corporate & Investment Banking
The Corporate & Investment Banking (CIB) business unit includes the Global markets, Global finance, Investment banking and
M&A activities of Natixis.

€m¹	Q4-24	% Change	2024	% Change
Net banking income	1,087	5%	4,440	7%
Operating expenses	(738)	5%	(2,889)	8%
Gross operating income	349	5%	1,551	3%
Cost of risk	(98)	60%	(282)	78%
Income before tax	262	3%	1,293	(3)%
Exceptional items	0	ns	0	ns
Underlying²income before tax	262	1%	1,293	(4)%
Underlying cost/income ratio³	67.9%	0.2pp	65.1%	1.2pp

Global Markets revenues rose by 19% to 452 million euros in full-year 2024. Revenues generated by the Equity business rose 53% to 96 million euros in Q4-24, driven by a strong performance in the Global Securities Financing activity. FIC-T revenues rose by 14% to 354 million euros in Q4-24, driven by a strong performance in the Credit and Foreign Exchange segments.

Global Finance revenues were up 2%, rising to 466 million euros in Q4-24 thanks to the sustained momentum of Trade Finance activities.

Investment Banking revenues were up 6% to 50 million euros in Q4-24, driven by the Acquisition & Strategic Finance and SECM business lines.
The M&A business lines recorded revenues of 361 million euros in full-year 2024, up 11% year-on-year.
Natixis Partners has acquired a stake in Financière de Courcelles in order to strengthen its position in the French M&A market within the small, mid, and upper mid-cap segments.

Net banking income generated by the Corporate & Investment Banking business unit rose by 5% in Q4-24 and by 7% in full-year 2024, to 1,087 million euros and 4,440 million euros respectively.

Operating expenses, which stood at 738 million euros in Q4-24, reflect 5% growth; expenses rose 8% in full-year 2024 to 2,889 million euros, in line with revenue growth.

The underlying cost/income ratio³ increased by 0.2pp to 67.9% in Q4-24, and by 1.2pp to 65.1% in full-year 2024.

Gross operating income rose by 5% in Q4-24 to 349 million euros, and by 3% in full-year 2024 to 1,551 million euros.

The cost of risk stood at -98 million euros, up 60%, in Q4-24, and at -282 million euros, up 78%, in full-year 2024.

Income before tax was up 3% to 262 million euros in Q4-24, and down 3% to 1,293 million euros in full-year 2024.

Underlying²income before tax was up 1% to 262 million euros in Q4-24, and down 4% to 1,293 million euros in full-year 2024.

¹ Reported figures until “Income before tax” ² “Underlying” means exclusive of exceptional items ³ The business line cost/income ratios have been calculated on the basis of net banking income and underlying operating expenses

4.2.2 Asset & Wealth Management
The business unit includes the Asset & Wealth Management activities of Natixis.

€m¹	Q4-24	% Change	2024	% Change
Net banking income	968	11%	3,507	10%
Operating expenses	(763)	11%	(2,763)	6%
Gross operating income	205	12%	744	27%
Income before tax	217	32%	759	21%
Exceptional items	0	ns	0	ns
Underlying²income before tax	217	24%	759	16%
Underlying cost/income ratio³	78.8%	1.0pp	78.8%	(2.0)pp

In Asset Management, assets under management⁴ reached an all-time high of 1,317 billion euros at the end of December 2024, up 13% since the beginning of the year, with record net inflows and strong positive market and currency effects.

Net inflows into Asset Management⁴ reached 40 billion euros in full-year 2024, chiefly thanks to fixed-income products from Loomis Sayles and DNCA, and to life insurance products. Private asset inflows remained positive on an annual basis.

ESG assets accounted for 40.3% of assets under management at the end of December 2024.

Asset management revenues grew at constant exchange rates by 10% in full-year 2024 but also in Q4-2024, driven by a higher level of average assets under management (+10% in Q4-2024).

In Asset Management⁴ in full-year 2024, the total fee rate (excluding performance fees) stood at 25.2bps (stable) and at 36.8bps excluding insurance asset management (-1.1bp).

Net banking income for the Asset & Wealth Management business unit rose by 11% in Q4-24 to 968 million euros, and by 10% in full-year 2024 to 3,507 million euros.

Operating expenses came to 763 million euros, up 11% in Q4-24, and to 2,763 million euros, up 6% in full-year 2024.

The underlying cost/income ratio³increased by 1.0pp in Q4-24 to 78.8%, and improved by 2.0pp in full-year 2024 to 78.8%.

Gross operating income rose by 12% to 205 million euros in Q4-24, and by 27% to 744 million euros in full-year 2024.

Income before tax came to 217 million euros in Q4-24 (+32%), and to 759 million euros in full-year 2024 (+21%).

Underlying²income before tax rose by 24% to 217 million euros in Q4-24, and by 16% to 759 million euros in full-year 2024.

¹ Reported figures until “Income before tax” ² “Underlying” means exclusive of exceptional items ³ The business line cost/income ratios have been calculated on the basis of net banking income and underlying operating expenses ⁴ Asset management: Europe includes Dynamic Solutions and Vega IM; North America includes WCM IM; excluding Wealth Management

ANNEXES

Notes on methodology

Presentation on the pro-forma quarterly results

The 2023 quarterly series are presented pro forma with changes in standards and organization:
The sectoral reallocation of the results of the private equity activities of the entities BP Développement & CE Développement from Corporate center to RB&I and GFS divisions.
The new management standards adopted by Natixis (including the normative allocation of capital to the business lines) within the GFS division.
The main evolutions impact RB&I, GFS and the Corporate center.
The data for 2023 has been recalculated to obtain a like-for-like basis of comparison.
The quarterly series of Groupe BPCE remain unchanged.
The tables showing the transition from reported 2023 to pro-forma 2023 are presented on annexes.

Exceptional items

Exceptional items and the reconciliation of the reported income statement to the underlying income statement of Groupe BPCE are detailed in the annexes.

Net banking income

Customer net interest income, excluding regulated home savings schemes, is computed on the basis of interest earned from transactions with customers, excluding net interest on centralized savings products (Livret A, Livret Développement Durable, Livret Épargne Logement passbook savings accounts) in addition to changes in provisions for regulated home purchase savings schemes. Net interest on centralized savings is assimilated to commissions.

Operating expenses

Operating expenses correspond to the aggregate total of the “Operating Expenses” (as presented in the second amendment of Group’s universal registration document, note 4.7 appended to the consolidated financial statements of Groupe BPCE) and “Depreciation, amortization and impairment for property, plant and equipment and intangible assets.”

Cost/income ratio

Groupe BPCE’s cost/income ratio is calculated on the basis of net banking income and operating expenses excluding exceptional items. The calculations are detailed in the annexes.
Business line cost/income ratios are calculated on the basis of underlying net banking income and operating expenses.

Cost of risk

The cost of risk is expressed in basis points and measures the level of risk per business line as a percentage of the volume of loan outstandings; it is calculated by comparing net provisions booked with respect to credit risks of the period to gross customer loan outstandings at the beginning of the period.

Loan oustandings and deposits & savings

Restatements regarding transitions from book outstandings to outstandings under management are as follows:
Loan outstandings: the scope of outstandings under management does not include securities classified as customer loans and receivables and other securities classified as financial operations,
Deposits & savings: the scope of outstandings under management does not include debt securities (certificates of deposit and savings bonds).

Capital Adequacy

Common Equity Tier 1 is determined in accordance with the applicable CRR II/CRD IV rules, after deductions.
Additional Tier-1 capital takes account of subordinated debt issues that have become non-eligible and subject to ceilings at the phase-out rate in force.
The leverage ratio is calculated in accordance with the applicable CRR II/CRD V rules. Centralized outstandings of regulated savings are excluded from the leverage exposures as are Central Bank exposures for a limited period of time (pursuant to ECB decision 2021/27 of June 18, 2021).

Total loss-absorbing capacity

The amount of liabilities eligible for inclusion in the numerator used to calculate the Total Loss-Absorbing Capacity (TLAC) ratio is determined by article 92a of CRR. Please note that a quantum of Senior Preferred securities has not been included in our calculation of TLAC.
This amount is consequently comprised of the 4 following items:

Common Equity Tier 1 in accordance with the applicable CRR II/CRD IV rules,
Additional Tier-1 capital in accordance with the applicable CRR II/CRD IV rules,
Tier-2 capital in accordance with the applicable CRR II/CRD IV rules,
Subordinated liabilities not recognized in the capital mentioned above and whose residual maturity is greater than 1 year, namely:
- The share of additional Tier-1 capital instruments not recognized in common equity (i.e. included in the phase-out),
- The share of the prudential discount on Tier-2 capital instruments whose residual maturity is greater than 1 year,
- The nominal amount of Senior Non-Preferred securities maturing in more than 1 year.

Liquidity

Total liquidity reserves comprise the following:

Central bank-eligible assets include: ECB-eligible securities not eligible for the LCR, taken for their ECB valuation (after ECB haircut), securities retained (securitization and covered bonds) that are available and ECB-eligible taken for their ECB valuation (after ECB haircut) and private receivables available and eligible for central bank funding (ECB and the Federal Reserve), net of central bank funding,
LCR eligible assets comprising the Group’s LCR reserve taken for their LCR valuation,
Liquid assets placed with central banks (ECB and the Federal Reserve), net of US Money Market Funds deposits and to which fiduciary money is added.

Short-term funding corresponds to funding with an initial maturity of less than, or equal to, 1 year and the short-term maturities of medium-/long-term debt correspond to debt with an initial maturity date of more than 1 year maturing within the next 12 months.
Customer deposits are subject to the following adjustments:

Addition of security issues placed by the Banque Populaire and Caisse d’Epargne retail banking networks with their customers, and certain operations carried out with counterparties comparable to customer deposits
Withdrawal of short-term deposits held by certain financial customers collected by Natixis in pursuit of its intermediation activities.

Business line indicators – BP & CE networks

Average rate (%) for residential mortgages: the average client rate for residential mortgages corresponds to the weighted average of actuarial rates for committed residential mortgages, excluding ancillary items (application fees, guarantees, creditor insurance). The rates are weighted by the amounts committed (offers made, net of cancellations) over the period under review. The calculation is based on aggregate residential mortgages, excluding zero interest rate loans.

Average rate (%) for consumer loans: the average client rate for consumer loans corresponds to the weighted average of the actuarial rates for committed consumer loans, excluding ancillary items (application fees, guarantees, creditor insurance). The rates are weighted by the amounts committed (offers made net of cancellations) over the period under review. The calculation is based on the scope of amortizable consumer loans, excluding overdraft and revolving loans.

Average rate (%) for equipment loans: the average customer rate for equipment loans is the average of the actuarial rates for equipment loans in each volume-weighted market.

Digital indicators

The number of active customers using mobile apps corresponds to the number of customers who have made at least one visit via one mobile apps over one month.
The number of documents checked automatically corresponds to the number of documents transmitted by customers through their digital spaces or in a physical branch and checked automatically: eligibility for the LEP popular passbook savings account and customer intelligence documents (KYC) for consumer loans, mortgages (digital) and new business relationships (digital and physical branches).

Impact indicators

Financing for energy-efficient home renovation for individual clients: this indicator calculates the aggregate annual production of loans granted to individual customers (natural persons) to finance energy renovation work, expressed in €m:

– Rénovation Energétique (Energy Renovation): consumer credit for environmentally-friendly properties,
– ECO PTZ MPR: consumer credit designed for renovation work eligible for the MaPrimeRenov program (government scheme to support energy-efficient home renovation work) for up to a total of €30,000,
– ECO PTZ: interest-free regulated home improvement loan for up to a total of €50,000

Number of unique visitors to the ‘Advice and Sustainable Solutions’ digital module: this indicator calculates the aggregate annual number of unique visitors who consult the ‘Advice and sustainable solutions’ page on BP and CE mobile applications.

Financing BtoB clients in their transition and decarbonization efforts: this indicator calculates the aggregate annual amount of loans granted to businesses to help finance their transition and decarbonization efforts, expressed in €m. This aggregate total is derived from the sum of BtoB loan amounts (Green loans + Impact loans + Vehicle Leasing + Green Lease with Purchase Option/Long-Term Rental agreements (LOA/LDD Green).

Within the scope of CIB activities, Green revenues are comprised of:

Sustainable Finance (GSH scope)
Renewable & new energies franchises
Activities with clients/assets rated Dark & Medium Green (Green Weighting Factor).

(restated for scope reconciliations).

Reconciliation of 2023 data to pro forma data

Retail banking and Insurance	Q1-23
€m	Net banking income	Operating expenses	Income before tax	Income tax	Net income
Reported figures	3,891	(2,496)	1,107	(269)	840
Sectoral reallocation	12	(1)	11	0	11
Pro forma figures	3,903	(2,497)	1,118	(269)	851

Global Financial Services	Q1-23
€m	Net banking income	Operating expenses	Income before tax	Income tax	Net income
Reported figures	1,822	(1,303)	590	(146)	432
Sectoral reallocation	0	0	0	0	0
New rules	32	(2)	30	(4)	26
Pro forma figures	1,854	(1,305)	621	(151)	458

Corporate center	Q1-23
€m	Net banking income	Operating expenses	Income before tax	Income tax	Net income
Reported figures	102	(788)	(729)	(10)	(739)
Sectoral reallocation	(12)	1	(11)	0	(11)
New rules	(32)	2	(30)	4	(26)
Pro forma figures	57	(785)	(771)	(5)	(776)

Retail banking and Insurance	Q2-23
€m	Net banking income	Operating expenses	Income before tax	Income tax	Net income
Reported figures	3,655	(2,459)	952	(224)	729
Sectoral reallocation	(15)	(1)	(15)	(0)	(15)
Pro forma figures	3,640	(2,460)	936	(224)	713

Global Financial Services	Q2-23
€m	Net banking income	Operating expenses	Income before tax	Income tax	Net income
Reported figures	1,798	(1,282)	429	(115)	300
Sectoral reallocation	(0)	(0)	(0)	(0)	(0)
New rules	31	(5)	26	(3)	22
Pro forma figures	1,829	(1,287)	455	(118)	322

Corporate center	Q2-23
€m	Net banking income	Operating expenses	Income before tax	Income tax	Net income
Reported figures	13	(58)	(44)	(14)	(56)
Sectoral reallocation	15	1	16	0	16
New rules	(31)	5	(26)	3	(22)
Pro forma figures	(3)	(52)	(54)	(10)	(63)

Retail banking and Insurance	Q3-23
€m	Net banking income	Operating expenses	Income before tax	Income tax	Net income
Reported figures	3,721	(2,358)	1,072	(268)	799
Sectoral reallocation	(13)	(1)	(14)	0	(14)
Pro forma figures	3,709	(2,359)	1,058	(268)	785

Global Financial Services	Q3-23
€m	Net banking income	Operating expenses	Income before tax	Income tax	Net income
Reported figures	1,736	(1,279)	444	(114)	319
Sectoral reallocation	(0)	(0)	(0)	0	(0)
New rules	31	(4)	27	(4)	23
Pro forma figures	1,767	(1,283)	470	(118)	341

Corporate center	Q3-23
€m	Net banking income	Operating expenses	Income before tax	Income tax	Net income
Reported figures	(3)	(175)	(176)	(23)	(200)
Sectoral reallocation	13	1	14	0	14
New rules	(31)	4	(27)	4	(23)
Pro forma figures	(21)	(170)	(189)	(19)	(210)

Retail banking and Insurance	Q4-23
€m	Net banking income	Operating expenses	Income before tax	Income tax	Net income
Reported figures	3,557	(2,497)	395	(122)	294
Sectoral reallocation	19	(1)	18	(0)	18
Pro forma figures	3,576	(2,499)	413	(122)	312

Global Financial Services	Q4-23
€m	Net banking income	Operating expenses	Income before tax	Income tax	Net income
Reported figures	1,874	(1,389)	391	(118)	255
Sectoral reallocation	0	(1)	(0)	(0)	(0)
New rules	33	(4)	29	(3)	26
Pro forma figures	1,908	(1,394)	420	(121)	280

Corporate center	Q4-23
€m	Net banking income	Operating expenses	Income before tax	Income tax	Net income
Reported figures	31	(243)	(249)	81	(168)
Sectoral reallocation	(20)	2	(18)	0	(18)
New rules	(33)	4	(29)	3	(26)
Pro forma figures	(22)	(237)	(296)	84	(211)

Q4-24 & Q4-23 results : reconcialiation of reported data to alternative performance measures

€m		Net banking income	Operating expenses	Cost of risk	Gains or losses on other assets	Income before tax	Net income – Group share
Reported Q4-24 results		6,046	(4,184)	(596)	(35)	1,262	913
Transformation and reorganization costs	Business lines/Corporate center	0	(86)		(1)	(87)	(64)
Disposals	Corporate center				(1)	(1)	(1)
Q4-24 results excluding exceptional items		6,045	(4,098)	(596)	(34)	1,349	977

€m		Net banking income	Operating expenses	Cost of risk	Gains or losses on other assets	Income before tax	Net income – Group share
Pro forma reported Q4-23 results		5,462	(4,129)	(744)	(43)	537	381
Transformation and reorganization costs	Business lines/Corporate center	(5)	(54)	(34)		(93)	(57)
Disposals	Corporate center				(43)	(43)	(43)
Pro forma Q4-23 results excluding exceptional items		5,467	(4,076)	(710)	(0)	672	481

2024 & 2023 results : reconcialiation of reported data to alternative performance measures

€m		Net banking income	Operating expenses	Cost of risk	Gains or losses on other assets	Income before tax	Net income – Group share
Reported 2024 results		23,317	(16,384)	(2,061)	28	4,956	3,520
Transformation and reorganization costs	Business lines/Corporate center	3	(208)		(1)	(206)	(153)
Disposals	Corporate center	0			(3)	(3)	(3)
2024 results excluding exceptional items		23,314	(16,176)	(2,061)	32	5,165	3,675

€m		Net banking income	Operating expenses	Cost of risk	Gains or losses on other assets	Income before tax	Net income – Group share
Pro forma reported 2023 results		22,198	(16,328)	(1,731)	8	4,182	2,804
Transformation and reorganization costs	Business lines/Corporate center	2	(213)	(32)		(242)	(164)
Disposals	Corporate center				(45)	(45)	(44)
Litigations	Business lines/Corporate center	87				87	87
Pro forma 2023 results excluding exceptional items		22,108	(16,115)	(1,699)	53	4,381	2,925

Groupe BPCE : underying cost to income ratio

€m	Net banking income	Operating expenses	Underlying cost income ratio
Q4-24 reported figures	6,046	(4,184)
Impact of exceptional items	0	(86)
Q4-24 underlying figures	6,045	(4,098)	67.8%

€m	Net banking income	Operating expenses	Underlying cost income ratio
Q4-23 Pro forma reported figures	5,462	(4,129)
Impact of exceptional items	(5)	(54)
Q4-23 Pro forma underlying figures	5,467	(4,076)	74.6%

Groupe BPCE : underying cost to income ratio

€m	Net banking income	Operating expenses	Underlying cost income ratio
2024 reported figures	23,317	(16,384)
Impact of exceptional items	3	(208)
2024 underlying figures	23,314	(16,176)	69.4%

€m	Net banking income	Operating expenses	Underlying cost income ratio
2023 Pro forma reported figures	22,198	(16,328)
Impact of exceptional items	89	(213)
2023 Pro forma underlying figures	22,108	(16,115)	72.9%

Groupe BPCE : quarterly income statement per business line

	RETAIL BANKING & INSURANCE		GLOBAL FINANCIAL SERVICES		CORPORATE CENTER		GROUPE BPCE
€m	Q4-24	Q4-23	Q4-24	Q4-23	Q4-24	Q4-23	Q4-24	Q4-23	%
Net banking income	4,064	3,576	2,055	1,908	(73)	(22)	6,046	5,462	11%
Operating expenses	(2,497)	(2,499)	(1,501)	(1,394)	(186)	(237)	(4,184)	(4,129)	1%
Gross operating income	1,567	1,077	553	514	(259)	(259)	1,862	1,332	40%
Cost of risk	(556)	(643)	(86)	(73)	46	(28)	(596)	(744)	(20)%
Income before tax	998	413	479	420	(215)	(296)	1,262	537	x 2
Income tax	(222)	(122)	(124)	(121)	19	84	(326)	(159)	x 2
Non-controlling interests	(5)	21	(18)	(19)	0	1	(23)	3	ns
Net income – Group share	772	312	337	280	(196)	(211)	913	381	x 2

Groupe BPCE : 2024 income statement per business line

	RETAIL BANKING & INSURANCE		GLOBAL FINANCIAL SERVICES		CORPORATE CENTER		GROUPE BPCE
€m	2024	2023	2024	2023	2024	2023	2024	2023	%
Net banking income	15,397	14,828	7,947	7,358	(27)	12	23,317	22,198	5%
Operating expenses	(9,902)	(9,815)	(5,651)	(5,269)	(831)	(1,244)	(16,384)	(16,328)	0%
Gross operating income	5,495	5,013	2,296	2,088	(858)	(1,232)	6,933	5,870	18%
Cost of risk	(1,751)	(1,505)	(268)	(154)	(43)	(72)	(2,061)	(1,731)	19%
Income before tax	3,807	3,526	2,051	1,966	(902)	(1,310)	4,956	4,182	19%
Income tax	(891)	(882)	(534)	(507)	67	49	(1,357)	(1,340)	1%
Non-controlling interests	(14)	18	(66)	(56)	1	1	(79)	(38)	x 2
Net income – Group share	2,902	2,661	1,452	1,402	(834)	(1,260)	3,520	2,804	26%

Groupe BPCE : quarterly series

GROUPE BPCE
€m	Q1-23	Q2-23	Q3-23	Q4-23	Q1-24	Q2-24	Q3-24	Q4-24
Net banking income	5,815	5,467	5,455	5,462	5,753	5,626	5,892	6,046
Operating expenses	(4,587)	(3,799)	(3,812)	(4,129)	(4,151)	(4,008)	(4,041)	(4,184)
Gross operating income	1,228	1,667	1,642	1,332	1,602	1,618	1,851	1,862
Cost of risk	(326)	(342)	(319)	(744)	(382)	(560)	(523)	(596)
Income before tax	968	1,337	1,339	537	1,233	1,124	1,336	1,262
Net income – Group share	533	973	917	381	875	806	925	913

Groupe BPCE : Consolidated balance sheet

ASSETS €m	Dec. 31, 2024	Dec. 31, 2023
Cash and amounts due from central banks	133,186	152,669
Financial assets at fair value through profit or loss	230,521	214,582
Hedging derivatives	7,624	8,855
Financial assets at fair value through other comprehensive income	57,166	48,073
Securities at amortized cost	27,021	26,373
Loans and advances to banks and similar at amortized cost	115,862	108,631
Loans and receivables due from customers at amortized cost	851,843	839,457
Revaluation difference on interest rate risk-hedged portfolios	(856)	(2,626)
Financial investments of insurance activities	115,631	103,615
Insurance contracts issued – Assets	1,134	1,124
Reinsurance contracts held – Assets	9,320	9,564
Current tax assets	640	829
Deferred tax assets	4,160	4,575
Accrued income and other assets	16,444	14,611
Non-current assets held for sale	438	–
Investments in accounted for using equity method	2,146	1,616
Investment property	733	717
Property, plant and equipment	6,085	6,023
Intangible assets	1,147	1,110
Goodwill	4,312	4,224
TOTAL ASSETS	1,584,558	1,544,022

LIABILITIES €m	Dec. 31, 2024	Dec. 31, 2023
Amounts due to central banks	1	2
Financial liabilities at fair value through profit or loss	218,963	204,023
Hedging derivatives	14,260	14,973
Debt securities	304,957	292,598
Amounts due to banks and similar	69,953	79,634
Amounts due to customers	723,090	711,658
Revaluation difference on interest rate risk-hedged portfolios, liabilities	14	159
Insurance contracts issued – Liabilities	117,551	106,137
Reinsurance contracts held – Liabilities	119	149
Current tax liabilities	2,206	2,026
Deferred tax liabilities	1,323	1,640
Accrued expenses and other liabilities	20,892	22,492
Liabilities associated with non-current assets held for sale	312	–
Provisions	4,748	4,825
Subordinated debt	18,401	18,801
Shareholders’ equity	87,768	84,905
Equity attributable to equity holders of the parent	87,137	84,351
Non-controlling interests	630	553
TOTAL LIABILITIES	1,584,558	1,544,022

Groupe BPCE : Goodwill

€m	Dec. 31, 2023	Acquisitions	IRFS5 reclassifications	Translation adjustments	Dec. 31, 2024
Retail Banking & Insurance	822	58			879
Asset & Wealth Management	3,257	1	(72)	95	3,280
Corporate & Investment Banking	144			7	151
Total	4,224	58	(72)	102	4,312

Groupe BPCE: Statement of changes in shareholders’ equity

€m	Equity attributable to shareholders’ equity
December 31, 2023	84,407
Restatements¹	(56)
December 31, 2023 restated	84,351
Distributions	(833)
Change in capital (cooperative shares)	90
Impact of acquisitions and disposals on non-controlling interests (minority interests)	(48)
Income	3,520
Changes in gains & losses directly recognized in equity	144
Capital gains and losses reclassified as reserves	(31)
Others	(56)
December 31, 2024	87,137

¹ Opening shareholders’ equity has been adjusted for Funding Valuation Adjustments whose non-material impact on income has not given rise to a change in the latter in the 2024 consolidated financial statements

Retail Banking & Insurance: quarterly income statement

	BANQUE POPULAIRE NETWORK			CAISSE D’EPARGNE NETWORK			FINANCIAL SOLUTIONS & EXPERTISE			INSURANCE			DIGITAL & PAYMENTS				OTHER NETWORK				RETAIL BANKING & INSURANCE
€m	Q4-24	Q4-23	%	Q4-24	Q4-23	%	Q4-24	Q4-23	%	Q4-24	Q4-23	%	Q4-24	Q4-23	%	Q4-24		Q4-23	%	Q4-24		Q4-23	%
Net banking income	1,614	1,382	17%	1,616	1,423	14%	334	335	(0)%	171	146	17%	227	199	14%	101		91	12%	4,064		3,576	14%
Operating expenses	(980)	(975)	1%	(1,084)	(1,081)	0%	(169)	(167)	1%	(36)	(41)	(10)%	(173)	(171)	1%	(53)		(63)	(16)%	(2,497)		(2,499)	(0)%
Gross operating income	634	407	56%	531	343	55%	165	168	(2)%	135	105	28%	54	27	96%	48		28	75%	1,567		1,077	45%
Cost of risk	(266)	(282)	(6)%	(205)	(218)	(6)%	(38)	(54)	(31)%				(33)	(69)	(52)%	(15)		(19)	(23)%	(556)		(643)	(13)%
Income before tax	352	149	x2	328	126	x3	125	112	12%	141	107	32%	20	(89)	ns	33		9	x4	998		413	x2
Income tax	(73)	(45)	62%	(78)	(20)	x4	(33)	(27)	22%	(29)	(25)	16%	0	(2)	ns	(8)		(2)	x4	(222)		(122)	82%
Non-controlling interests	(0)	(6)	(94)%	(1)	(3)	(66)%	0	(0)	ns	0	(1)	ns	(3)	30	ns					(5)		21	ns
Net income – Group share	278	98	x3	248	103	x2	92	85	8%	112	81	39%	16	(61)	ns	25		7	x4	772		312	x2

	BANQUE POPULAIRE NETWORK			CAISSE D’EPARGNE NETWORK			FINANCIAL SOLUTIONS & EXPERTISE			INSURANCE			DIGITAL & PAYMENTS				OTHER NETWORK				RETAIL BANKING & INSURANCE
€m	2024	2023	%	2024	2023	%	2024	2023	%	2024	2023	%	2024	2023	%	2024		2023	%	2024		2023	%
Net banking income	6,098	5,862	4%	6,054	5,858	3%	1,303	1,274	2%	694	633	10%	873	816	7%	375		384	(2)%	15,397		14,828	4,%
Operating expenses	(4,047)	(3,970)	2%	(4,216)	(4,181)	1%	(636)	(630)	1%	(143)	(163)	(12)%	(646)	(652)	(1)%	(213)		(218)	(2)%	(9,902)		(9,815)	1%
Gross operating income	2,051	1,892	8%	1,838	1,677	10%	667	644	3%	550	470	17%	227	164	39%	162		166	(2)%	5,495		5,013	10%
Cost of risk	(814)	(651)	25%	(640)	(553)	16%	(108)	(98)	11%				(126)	(171)	(26)%	(62)		(33)	89%	(1,751)		(1,505)	16%
Income before tax	1,285	1,308	(2)%	1,200	1,125	7%	555	545	2%	566	475	19%	97	(68)	ns	103		140	(26)%	3,807		3,526	8%
Income tax	(307)	(329)	(7)%	(264)	(254)	4%	(146)	(140)	4%	(123)	(99)	24%	(27)	(25)	9%	(24)		(35)	(30)%	(891)		(882)	1%
Non-controlling interests	(9)	(24)	(64)%	(5)	(7)	(24)%	0	(0)	ns	0	(0)	ns	(0)	49	ns					(14)		18	ns
Net income – Group share	970	954	2%	931	864	8%	409	405	1%	443	376	18%	70	(43)	ns	79		106	(25)%	2,902		2,661	9%

Retail Banking & Insurance: 2024 income statement

Retail banking & insurance: quarterly series

RETAIL BANKING & INSURANCE
€m	Q1-23	Q2-23	Q3-23	Q4-23	Q1-24	Q2-24	Q3-24	Q4-24
Net banking income	3,903	3,640	3,709	3,576	3,763	3,701	3,869	4,064
Operating expenses	(2,497)	(2,460)	(2,359)	(2,499)	(2,547)	(2,456)	(2,403)	(2,497)
Gross operating income	1,406	1,180	1,350	1,077	1,217	1,245	1,467	1,567
Cost of risk	(308)	(252)	(302)	(643)	(296)	(475)	(423)	(556)
Income before tax	1,118	936	1,058	413	934	831	1,044	998
Net income – Group share	851	713	785	312	709	637	785	772

Retail Banking & Insurance: Banque Populaire and Caisse d’Epargne networks quarterly series

BANQUE POPULAIRE NETWORK
€m	Q1-23	Q2-23	Q3-23	Q4-23	Q1-24	Q2-24	Q3-24	Q4-24
Net banking income	1,569	1,442	1,469	1,382	1,489	1,489	1,506	1,614
Operating expenses	(1,018)	(1,015)	(961)	(975)	(1,043)	(1,025)	(999)	(980)
Gross operating income	551	427	508	407	445	464	508	634
Cost of risk	(132)	(110)	(127)	(282)	(125)	(228)	(195)	(266)
Income before tax	434	328	398	149	329	290	315	352
Net income – Group share	332	240	284	98	252	210	230	278

CAISSE D’EPARGNE NETWORK
€m	Q1-23	Q2-23	Q3-23	Q4-23	Q1-24	Q2-24	Q3-24	Q4-24
Net banking income	1,537	1,465	1,432	1,423	1,454	1,467	1,517	1,616
Operating expenses	(1,066)	(1,041)	(993)	(1,081)	(1,085)	(1,038)	(1,008)	(1,084)
Gross operating income	470	424	440	343	368	429	509	531
Cost of risk	(136)	(84)	(115)	(218)	(100)	(176)	(159)	(205)
Income before tax	334	340	325	126	270	252	350	328
Net income – Group share	253	256	253	103	208	194	281	248

Retail Banking & Insurance: FSE quarterly series

FINANCIAL SOLUTIONS & EXPERTISE
€m	Q1-23	Q2-23	Q3-23	Q4-23	Q1-24	Q2-24	Q3-24	Q4-24
Net banking income	315	306	318	335	327	320	322	334
Operating expenses	(157)	(151)	(154)	(167)	(162)	(154)	(151)	(169)
Gross operating income	158	155	164	168	166	166	171	165
Cost of risk	(6)	(19)	(18)	(54)	(24)	(22)	(24)	(38)
Income before tax	151	136	146	112	141	143	146	125
Net income – Group share	112	102	107	85	104	106	108	92

Retail Banking & Insurance: Insurance quarterly series

INSURANCE
€m	Q1-23	Q2-23	Q3-23	Q4-23	Q1-24	Q2-24	Q3-24	Q4-24
Net banking income	180	126	181	146	188	118	217	171
Operating expenses	(43)	(37)	(42)	(41)	(42)	(25)	(40)	(36)
Gross operating income	137	89	139	105	146	93	177	135
Income before tax	139	93	137	107	149	99	177	141
Net income – Group share	109	83	103	81	113	92	126	112

Retail Banking & Insurance: Digital & Payments quarterly series

DIGITAL & PAYMENTS
€m	Q1-23	Q2-23	Q3-23	Q4-23	Q1-24	Q2-24	Q3-24	Q4-24
Net banking income	205	203	209	199	215	214	218	227
Operating expenses	(161)	(163)	(157)	(171)	(160)	(159)	(154)	(173)
Gross operating income	44	40	52	27	55	55	64	54
Cost of risk	(32)	(41)	(29)	(69)	(31)	(32)	(30)	(33)
Income before tax	8	(6)	19	(89)	24	22	32	20
Net income – Group share	7	(3)	13	(61)	17	16	21	16

Retail Banking & Insurance: Other network quarterly series

OTHER NETWORK
€m	Q1-23	Q2-23	Q3-23	Q4-23	Q1-24	Q2-24	Q3-24	Q4-24
Net banking income	97	97	99	91	91	93	90	101
Operating expenses	(51)	(52)	(52)	(63)	(55)	(55)	(51)	(53)
Gross operating income	46	45	47	28	37	38	39	48
Cost of risk	(2)	2	(14)	(19)	(16)	(17)	(14)	(15)
Income before tax	52	47	33	9	20	25	25	33
Net income – Group share	39	36	25	7	16	19	20	25

Global Financial Services: quarterly income statement per business line

	ASSET AND WEALTH MANAGEMENT		CORPORATE & INVESTMENT BANKING		GLOBAL FINANCIAL SERVICES
€m	Q4-24	Q4-23	Q4-24	Q4-23	Q4-24	Q4-23	%
Net banking income	968	874	1,087	1,034	2,055	1,908	8%
Operating expenses	(763)	(691)	(738)	(703)	(1,501)	(1,394)	8%
Gross operating income	205	183	349	331	553	514	8%
Cost of risk	12	(12)	(98)	(62)	(86)	(73)	18%
Share in net income of associates	0	0	12	4	12	4	x3
Gains or losses on other assets	0	(7)	0	(17)	0	(24)	ns
Income before tax	217	165	262	255	479	420	14%
Net income – Group share	143	105	194	176	337	280	20%

Global Financial Services: 2024 income statement per business line

	ASSET AND WEALTH MANAGEMENT		CORPORATE & INVESTMENT BANKING		GLOBAL FINANCIAL SERVICES
€m	2024	2023	2024	2023	2024	2023	%
Net banking income	3,507	3,192	4,440	4,166	7,947	7,358	8%
Operating expenses	(2,763)	(2,604)	(2,889)	(2,666)	(5,651)	(5,269)	7%
Gross operating income	744	588	1,551	1,500	2,296	2,088	10%
Cost of risk	14	4	(282)	(158)	(268)	(154)	73%
Share in net income of associates	0	0	23	13	23	14	67%
Gains or losses on other assets	0	35	0	(17)	0	18	ns
Income before tax	759	627	1,293	1,338	2,051	1,966	4%
Net income – Group share	500	425	952	977	1,452	1,402	4%

Global Financial Services: quarterly series

GLOBAL FINANCIAL SERVICES
€m	Q1-23	Q2-23	Q3-23	Q4-23	Q1-24	Q2-24	Q3-24	Q4-24
Net banking income	1,854	1,829	1,767	1,908	1,933	1,983	1,976	2,055
Operating expenses	(1,305)	(1,287)	(1,283)	(1,394)	(1,368)	(1,366)	(1,415)	(1,501)
Gross operating income	549	542	483	514	564	617	561	553
Cost of risk	27	(91)	(17)	(73)	(58)	(82)	(41)	(86)
Income before tax	621	455	470	420	510	539	525	479
Net income – Group share	458	322	341	280	364	384	366	337

Corporate & Investment Banking: quarterly series

CORPORATE & INVESTMENT BANKING
€m	Q1-23	Q2-23	Q3-23	Q4-23	Q1-24	Q2-24	Q3-24	Q4-24
Net banking income	1,074	1,056	1,002	1,034	1,102	1,133	1,118	1,087
Operating expenses	(661)	(651)	(650)	(703)	(706)	(694)	(751)	(738)
Gross operating income	412	405	352	331	396	439	367	349
Cost of risk	21	(90)	(28)	(62)	(54)	(91)	(39)	(98)
Income before tax	437	318	328	255	346	352	333	262
Net income – Group share	321	233	247	176	255	261	242	194

Asset & Wealth Management: quarterly series

ASSET & WEALTH MANAGEMENT
€m	Q1-23	Q2-23	Q3-23	Q4-23	Q1-24	Q2-24	Q3-24	Q4-24
Net banking income	781	773	764	874	830	850	858	968
Operating expenses	(644)	(636)	(633)	(691)	(662)	(673)	(664)	(763)
Gross operating income	137	137	131	183	168	178	194	205
Cost of risk	6	(1)	11	(12)	(5)	9	(2)	12
Income before tax	184	136	143	165	163	187	192	217
Net income – Group share	137	89	94	105	109	123	124	143

Corporate center: quarterly series

CORPORATE CENTER
€m	Q1-23	Q2-23	Q3-23	Q4-23	Q1-24	Q2-24	Q3-24	Q4-24
Net banking income	57	(3)	(21)	(22)	57	(58)	46	(73)
Operating expenses	(785)	(52)	(170)	(237)	(236)	(186)	(223)	(186)
Gross operating income	(728)	(55)	(191)	(259)	(179)	(244)	(176)	(259)
Cost of risk	(46)	1	0	(28)	(28)	(2)	(59)	46
Share in income of associates	2	0	1	(9)	3	0	1	5
Gains or losses on other assets	(0)	0	(0)	(0)	(6)	1	3	(8)
Income before tax	(771)	(54)	(189)	(296)	(210)	(245)	(232)	(215)
Net income – Group share	(776)	(63)	(210)	(211)	(198)	(215)	(226)	(196)

DISCLAIMER

This document may contain forward-looking statements and comments relating to the objectives and strategy of Groupe BPCE. By their very nature, these forward-looking statements inherently depend on assumptions, project considerations, objectives and expectations linked to future events, transactions, products and services as well as on suppositions regarding future performance and synergies.

No guarantee can be given that such objectives will be realized; they are subject to inherent risks and uncertainties and are based on assumptions relating to the Group, its subsidiaries and associates and the business development thereof; trends in the sector; future acquisitions and investments; macroeconomic conditions and conditions in the Group’s principal local markets; competition and regulation. Occurrence of such events is not certain, and outcomes may prove different from current expectations, significantly affecting expected results. Actual results may differ significantly from those anticipated or implied by the forward-looking statements. Groupe BPCE shall in no event have any obligation to publish modifications or updates of such objectives.

Information in this presentation relating to parties other than Groupe BPCE or taken from external sources has not been subject to independent verification; the Group makes no statement or commitment with respect to this third-party information and makes no warranty as to the accuracy, fairness, precision or completeness of the information or opinions contained in this press release. Neither Groupe BPCE nor its representatives shall be held liable for any errors or omissions or for any harm that may result from the use of this presentation or of its contents or any related material, or of any document or information referred to in this presentation.

The financial information presented in this document relating to the fiscal period ended December 31, 2024 has been drawn up in compliance with IFRS standards, as adopted in the European Union.
This financial information is not the equivalent of summary financial statements for an interim period as defined by IAS 34 “Interim Financial Reporting”.

Preparation of the financial information requires Management to make estimates and assumptions in certain areas regarding uncertain future events.

These estimates are based on the judgment of the individuals preparing this financial information and the information available at the date of the balance sheet. Actual future results may differ from these estimates. For further information, see chapter 5, part 5.1, note 2.3 “Use of estimates and judgments” of the Universal Registration Document 2023 filed with the Autorité des Marchés Financiers, the French financial markets authority.
With respect to the financial information of Groupe BPCE for the quarter ended December 31, 2024, and in view of the context mentioned above, attention should be drawn to the fact that the estimated increase in credit risk and the calculation of expected credit losses (IFRS 9 provisions) are largely based on assumptions that depend on the macroeconomic context.

Significant factors liable to cause actual results to differ from those anticipated in the projections are related to the banking and financial environment in which Groupe BPCE operates, which exposes it to a multitude of risks. These potential risks liable to affect Groupe BPCE’s financial results are detailed in the “Risk factors & risk management” chapter of the latest amendment to the 2023 Universal Registration Document filed with the Autorité des Marchés Financiers.

Investors are advised to consider the uncertainties and risk factors liable to affect the Group’s operations when examining the information contained in the projection elements.

The financial results contained in this presentation have not been reviewed by the statutory auditors. The quarterly financial information of Groupe BPCE for the period ended December 31, 2024, approved by the Management Board at a meeting convened on February 3, 2025, were verified and reviewed by the Supervisory Board at a meeting convened on February 5, 2025.

The sum of the values shown in the tables and analyses may differ slightly from the total reported owing to rounding effects.

About Groupe BPCE
Groupe BPCE is the second-largest banking group in France. Through its 100,000 staff, the group serves 35 million customers – individuals, professionals, companies, investors and local government bodies – around the world. It operates in the retail banking and insurance fields in France via its two major networks, Banque Populaire and Caisse d’Epargne, along with Banque Palatine and Oney. It also pursues its activities worldwide with the wholesale banking expertise of Natixis Corporate & Investment Banking and with the asset & wealth management services provided by Natixis Investment Managers.
The Group’s financial strength is recognized by four financial rating agencies: Moody’s (A1, stable outlook), Standard & Poor’s (A+, stable outlook), Fitch (A+, stable outlook) and R&I (A+, stable outlook).

groupebpce.com

Attachment

Groupe BPCE_PR_Results_Q4-24 & 2024_FV

The MIL Network –

February 6, 2025

MIL-OSI: Phunware Mobile Hospitality Solution Deployed at JW Marriott Phoenix Desert Ridge Resort & Spa

Source: GlobeNewswire (MIL-OSI)

Phunware Technology for Location-Based Services and Enhanced Connectivity Providing Guests Seamless, Property-Wide Navigation

Integrated Solutions for Data-Driven Insights and Location Based Services to Boost Efficiency, Revenue, and Guest Satisfaction

AUSTIN, Texas, Feb. 05, 2025 (GLOBE NEWSWIRE) — Phunware, Inc. (“Phunware” or the “Company”) (NASDAQ: PHUN), a leader in enterprise cloud solutions for mobile applications, announced today that JW Marriott Phoenix Desert Ridge Resort & Spa is deploying its enhanced Smart Hospitality Solution. The app will provide JW Marriott Desert Ridge guests using iOS and Android operating systems with real time navigation capabilities across 950 guest rooms and meeting space as well as the amenities including: AquaRidge WaterPark, Revive Spa, multiple restaurants, golf club and other features at this Marriott resort property.

JW Marriott Desert Ridge chose Phunware to develop the resort property app based on experience and capabilities developing mobile solutions that enhance guest experiences across complex facilities.

“Working with Phunware enables us to provide guests the tools to navigate and discover everything the property has to offer,” said Christa Wood, Director of Marketing at JW Marriott Phoenix Desert Ridge Resort & Spa. “Our new mobile app showcases amenities and seasonal activities throughout the year, ensuring guest enjoyment and engagement with our resort.”

Phunware’s enhanced Smart Hospitality Solution perfectly aligns with Marriott’s requirements for mobile-first guest experiences by enabling resort guests to access features such as:

On-Property Navigation
Navigate seamlessly throughout the resort with step-by-step directions. Guests can easily locate rooms, event venues, dining options, pools, and other amenities. This feature enhances the guest experience by eliminating the stress of finding their way around large properties.

Dining Reservations
Explore and reserve exceptional dining options at the JW Marriott Desert Ridge, from the inventive Southwestern flavors of Tía Carmen to the Asian-inspired creations at Kembara, or the refined atmosphere of Meritage, an Urban Tavern by the golf course.

Cabana and Experience Bookings
Conveniently book poolside cabanas to relax by the water and participate in resort-hosted events and activities, such as family-friendly experiences, fitness classes, or entertainment nights.

Spa and Golf Reservations
Effortlessly schedule spa treatments, including massages, facials, body treatments, and salon services, through the app. Guests can also reserve tee times at the resort golf course, making it simple to plan a relaxing or active day.

“Technology has become a cornerstone of modern hospitality and forward-looking companies are providing the seamless, personalized mobile-first experiences that guests expect,” said Stephen Chen, CEO of Phunware. “JW Marriott Desert Ridge Resort & Spa is a perfect example of how personalized, easy-to-use digital interfaces will help luxury hotels, resorts and other large complex facilities exceed guest and other user expectations. For example, mobile hospitality solutions allow guests to check in, unlock their rooms, order room service and book activities — all from their smartphones.”

Click here to learn more about how Phunware’s mobile experience platform unifies the guest experience in hospitality.

About JW Marriott Phoenix Desert Ridge Resort & Spa

Set on 316 acres of sweeping Sonoran Desert, JW Marriott Phoenix Desert Ridge Resort & Spa features 950 rooms with dramatic desert and mountain views among lush grounds and gardens. The elements of fire, water, earth, and sky are woven into the resort experience, amenities, and decor. Arizona’s largest luxury resort offers Marriott’s first Revive Spa, a fitness center and movement studio, seven dining outlets, 240,000 square feet of indoor and outdoor meeting space, and the exclusive Griffin Club. The AAA Four Diamond resort also boasts four acres of elaborately landscaped waterways, including five pools, a 1,600-foot Lazy River and three unique multi-story waterslides that opened in summer 2023. A destination for the active, the expansive resort offers ample opportunity to explore the outdoors and delight in 330+ days of sunshine a year, with on-site amenities such as 17 pickleball courts, three tennis courts, 36 holes of championship golf at Wildfire Golf Club, and bike rentals, along with convenient access to nearby hiking and fitness trails.

About Phunware

Phunware, Inc. (NASDAQ: PHUN) is an enterprise software company specializing in mobile app solutions with integrated intelligent capabilities. We provide businesses with the tools to create, implement, and manage custom mobile applications, analytics, digital advertising, and location-based services. Phunware is transforming mobile engagement by delivering scalable, personalized, and data-driven mobile app experiences.

Phunware’s mission is to achieve unparalleled connectivity and monetization through the widespread adoption of Phunware mobile technologies, leveraging brands, consumers, partners, digital asset holders, and market participants. Phunware is poised to expand its software products and services audience through its new Generative AI platform, utilize and monetize its patents and other intellectual property, and reintroduce its digital asset ecosystem for existing holders and new market participants.

For more information on Phunware, please visit www.phunware.com. To better understand and leverage generative AI and Phunware’s mobile app technologies, visit ai.phunware.com.

Safe Harbor / Forward-Looking Statements

This press release includes forward-looking statements. All statements other than statements of historical facts contained in this press release, including statements regarding our future results of operations and financial position, business strategy and plans, and our objectives for future operations, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” and similar expressions are intended to identify forward-looking statements. For example, Phunware is using forward-looking statements when it discusses the adoption and impact of emerging technologies and their use across mobile engagement platforms.

The forward-looking statements contained in this press release are based on our current expectations and beliefs concerning future developments and their potential effects on us. These forward-looking statements involve risks, uncertainties, and other assumptions that may cause actual results to differ materially from those expressed or implied. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors” in our filings with the SEC. We undertake no obligation to update any forward-looking statements.

By their nature, forward-looking statements involve risks and uncertainties. We caution you that forward-looking statements are not guarantees of future performance and that our actual results may differ materially from those expressed or implied by these forward-looking statements.

Investor Relations Contact:

Chris Tyson, Executive Vice President
MZ Group – MZ North America
949-491-8235
PHUN@mzgroup.us
www.mzgroup.us

Phunware Media Contact:

Joe McGurk, Managing Director
917-259-6895
PHUN@mzgroup.us

The MIL Network –

February 6, 2025

MIL-OSI: Willis appoints Stephen Kyriacou Head of Litigation and Contingent Risk Solutions in North America

Source: GlobeNewswire (MIL-OSI)

NEW YORK, Feb. 05, 2025 (GLOBE NEWSWIRE) — Willis, a WTW business (Nasdaq: WTW), announced today that Stephen Kyriacou has been appointed Head of Litigation and Contingent Risk Solutions, and Senior Director of Transactional Solutions for North America. In this role, Kyriacou will develop and implement specialized insurance solutions for litigation and contingent risks, working closely with corporate, private equity, law firm, hedge fund, and litigation finance clients to design products that address complex litigation, intellectual property, and regulatory challenges.

With over a decade of expertise in the legal and insurance industries, Kyriacou brings a wealth of knowledge in litigation and contingent risk solutions, most recently serving as Managing Director and Senior Lawyer in Aon’s Litigation Risk Group. There, he advised on litigation risks and structured customized insurance policies for clients across multiple industries. As the first insurance industry professional focused solely on the litigation and contingent risk insurance market, Kyriacou was instrumental in pioneering judgment preservation insurance, insurance-backed judgment monetization, and other creative solutions that have since become standard throughout the industry.

Kyriacou is widely recognized as a respected leader in the market. He was named a Risk & Insurance “Power Broker” in 2022, 2023, and 2024. At WTW, he will focus on expanding the firm’s litigation and contingent risk solutions practice, structuring and placing customized risk transfer strategies, and building a leading technical risk solutions team. His appointment demonstrates WTW’s commitment to providing innovative litigation and contingent risk solutions to support clients with managing their complex exposures.

“We are thrilled to welcome Stephen to the WTW team,” said Aartie Manansingh, Head of the Private Equity and Transaction Solutions (PETS) division at Willis. “Our team is committed to delivering comprehensive, bespoke solutions that drive better outcomes for clients, and Stephen’s expertise strengthens that position. His extensive knowledge ensures that clients have access to one of the most technical and experienced brokers in litigation and contingent risk solutions throughout the industry, helping them navigate complicated and unique risks with confidence.”

Kyriacou holds a J.D. from the New York University School of Law, and is a member of the New York State Bar. He previously clerked for the Honorable Tanya S. Chutkan in the U.S. District Court for the District of Columbia, and previously served as a complex commercial litigator at Boies Schiller Flexner, representing clients in high-stakes litigation matters.

About WTW

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The MIL Network –

February 6, 2025

MIL-OSI: Credit Agricole SA : CONTINUED STRONG EARNINGS MOMENTUM IN 2024

Source: GlobeNewswire (MIL-OSI)

CONTINUED STRONG EARNINGS MOMENTUM IN 2024
CASA AND CAG STATED AND UNDERLYING DATA Q4-2024

	CRÉDIT AGRICOLE S.A.			CRÉDIT AGRICOLE GROUP
		Stated	Underlying		Stated	Underlying
Revenues		€7,092m +17.4% Q4/Q4	€7,116m +18.2% Q4/Q4		€9,817m +11.9% Q4/Q4	€9,840m +13.4% Q4/Q4
Expenses		-€3,917m +5.6% Q4/Q4	-€3,878m +4.4% Q4/Q4		-€5,863m +3.2% Q4/Q4	-€5,824m +2.4% Q4/Q4
Gross Operating Income		€3,175m +36.2% Q4/Q4	€3,238m +40.4% Q4/Q4		€3,954m +28.0% Q4/Q4	€4,017m +34.3% Q4/Q4
Cost of risk		-€594m +35.0% Q4/Q4	-€594m +35.0% Q4/Q4		-€867m +13.9% Q4/Q4	-€867m +13.9% Q4/Q4
Net income group share		€1,689m +26.6% Q4/Q4	€1,730m +32.8% Q4/Q4		€2,149m +24.6% Q4/Q4	€2,190m +33.7% Q4/Q4
C/I ratio		55.2% -6.2 pp Q4/Q4	54.5% -7.2 pp Q4/Q4		59.7% -5.1 pp Q4/Q4	59.2% -6.4 pp Q4/Q4
ALL OF THE FINANCIAL TARGETS OF THE 2025 AMBITIONS PLAN EXCEEDED AS OF 2024 STRONG INCREASE IN QUARTERLY AND FULL-YEAR EARNINGS Record quarterly and full-year revenues, fuelled by the excellent performance by Asset Gathering and Large Customers High profitability: low cost/income ratio (increase in recurring expenses contained at +3.0% Q4/Q4) and 14.0% return on tangible equity in 2024 Cost of risk rose in Q4-24, driven by provisions for performing loans related to model effects at Crédit Agricole CIB and Crédit Agricole Personal Finance & Mobility (CAPFM) PROPOSED 2024 DIVIDEND INCREASE TO €1.10 PER SHARE (+5% VS. 2023) STRONG ACTIVITY IN ALL BUSINESS LINES Robust growth in retail banking and consumer finance driven by multiple factors: continued upturn in the home loan business in France (up +18%), higher corporate loan production, thriving international lending business, consumer finance stability at a high level and confirmed stabilisation of the deposit mix in France Record CIB, asset management and insurance business, reflected in the record level in insurance revenues with contributions from all activities, high net inflows and record level of assets under management, as well as a new quarterly and full-year record reached by CIB CAPITAL OPERATIONS AND STRATEGIC PROJECTS Instruments finalised to acquire an additional 5.2% in Banco BPM Signing of an agreement for the acquisition of Santander’s 30.5% stake in CACEIS Acquisition of aixigo, European leader in Wealth Tech Finalization of the acquisition of 50% of GAC Leasing in China by CAPFM SOLID CAPITAL AND LIQUIDITY POSITIONS Crédit Agricole S.A.’s phased-in CET1 at 11.7% and Group phased-in CET1 at 17.2% CONTINUED SUPPORT FOR THE ENERGY TRANSITION Phased withdrawal from fossil energies and reallocation of investments to renewable energy Decarbonisation pathways in line with targets (oil & gas, power and automotive)

At the meeting of the Board of Directors of Crédit Agricole S.A. on 4 february 2025, SAS Rue La Boétie informed the company of its intention to purchase Crédit Agricole S.A. shares on the market for a maximum amount of 500 million euros in line with the operations announced in August 2023 and in November 2022. Details of the transaction are provided in a press release issued today by SAS Rue La Boétie.

Dominique Lefebvre,
Chairman of SAS Rue La Boétie and Chairman of the Crédit Agricole S.A. Board of Directors

« The Group’s excellent results illustrate our overall capacity to support all our customers in a global and loyal relationship over the long term. Three-quarters of these results are retained to serve the development of the economy. I would like to thank all of our employees who work every day with professionalism and commitment. »

Philippe Brassac,
Chief Executive Officer of Crédit Agricole S.A.

« Driven by its unique Group model based on utility and universality, the Crédit Agricole Group reports excellent results in 2024. Crédit Agricole S.A. has once again exceeded all the financial objectives of its strategic plan, one year ahead of schedule. »

This press release comments on the results of Crédit Agricole S.A. and those of Crédit Agricole Group, which comprises the Crédit Agricole S.A. entities and the Crédit Agricole Regional Banks, which own 62.4% of Crédit Agricole S.A. Please see the appendices to this press release for details of specific items, which are restated in the various indicators to calculate underlying income.

Crédit Agricole Group

Group activity

The Group’s commercial activity during the quarter continued at a steady pace across all business lines, with a good level of customer capture. During 2024, the Group added +1 900,000 new customers in Retail Banking and grew its customer base by +214,000 customers. More specifically, over the year, the Group gained +1 500,000 new customers for Retail Banking in France and +400,000 new International Retail Banking customers (Italy and Poland). The customer base also grew (+126,000 and +88,000 customers, respectively).

At 31 December 2024, retail banking on-balance sheet deposits totalled €837 billion, up +1.8% year-on-year in France and Italy (+0.5% for Regional Banks and LCL and +1.7% in Italy). Outstanding loans totalled €880 billion, up +0.4% year-on-year in France and Italy (+0.3% for Regional Banks and LCL and +1.7% in Italy). Home loan production picked up gradually in France during this quarter, recording an increase of +1% for the Regional Banks and +11% for LCL compared to the third quarter of 2024, and +7.8% and +59% respectively compared to the fourth quarter of 2023. Although high, home loan production by CA Italia was down -6.3% compared with an already high Q4 2023. The property and casualty insurance equipment rate¹ rose to 43.9% for the Regional Banks (+0.8 percentage points compared with the third quarter of 2023), 27.9% for LCL (+0.4 percentage point) and 20.0% for CA Italia (+1.2 percentage point).

In asset management, inflows remained strong at +€20.5 billion, fuelled by strong medium/long-term assets, excluding JVs (+€17.9 billion) and at the JVs. In insurance, savings/retirement gross inflows rose to a record €8.3 billion over the quarter (+17% year-on-year), with the unit-linked rate in production staying at a high 37.4%. Net inflows were positive at +€2.4 billion, growing for both euro-denominated and unit-linked contracts. The strong performance in property and casualty insurance was driven by price changes and portfolio growth (16.7 million contracts at end-December 2024, +5.3% year-on-year). Assets under management totalled €2,867 billion, up +12.1% in the year for all three segments: asset management rose 10% over the year to €2,240 billion; life insurance was up +5.1% to €347.3 billion; and wealth management (Indosuez Wealth Management and LCL Private Banking) increased 46.9% year-on-year to €279 billion, notably with the positive impact of the consolidation of Degroof Petercam (€69 billion in assets under management consolidated in the second quarter of 2024).

Business in the SFS division was stable. At CAPFM, consumer finance outstandings increased to €119.3 billion, up +5.6% compared with the end of December 2023, buoyed by car loans, which accounted for 53%² of total outstandings. New loan production decreased slightly, by -2.9% compared with the same period in 2023, mainly due to the Chinese market. Regarding Crédit Agricole Leasing & Factoring (CAL&F), production of lease financing outstandings was up +7.2% vs. December 2023 to 20.3%, with a particularly strong contribution from property leasing and renewable energy financing.

Large Customers again posted record results for both the quarter and the full year in Corporate and Investment Banking. Capital Markets and Investment Banking held up well with a strong performance by the repo and securitisation businesses, while Financing activities reaped the benefits of growth in commercial activities. Asset Servicing recorded a high level of assets under custody of €5,291 billion and assets under administration of €3,397 billion (+12.1% and +3%, respectively, compared with the end of December 2023), with good sales momentum and positive market effects over the quarter.

Each of the Group’s business lines posted strong activity (see Infra).

Roll-out of strategic plan

Crédit Agricole S.A.’s model offers constantly renewed potential for organic growth. This model is based on three pillars: customer acquisition, customer equipment and the development of new offers. Gross customer capture amounts to 1.9 million new customers on average since 2022, which marked the roll-out of the Horizon 2025 plan. Customer equipment is growing steadily across our various offers. The bank’s market share in household loans stood structurally at 30%³ helping to drive the market shares for our other offerings. These currently stand at 28% in asset management,³ 27% in payment services,³ 23% in individual death and disability insurance,⁴ 19% in creditor insurance,⁴ 15% in life insurance,⁴ 7% in property and casualty insurance,⁴ and 4% in property services.⁴ Lastly, in line with our universal banking model, we are steadily expanding our customer offers: the new CA Transitions et Energies (CATE) and CA Santé et Territoires (CAST) business lines have been rolled out for the large-scale financing of renewable energy projects as well as the production and supply of electricity, and to offer solutions to improve access to healthcare and support for the elderly.

This model is complemented by a steady stream of self-financed acquisitions and partnerships, through the consolidation of Crédit Agricole S.A.’s business lines in their markets to build the universal bank. Following on from acquisitions in the period 2019 to 2021 for a total of €3.3 billion, all of which were successful with some €1.3 billion⁵ in revenues generated, and a cost/income ratio of 52%, acquisitions and partnerships during the period covered by the Medium-Term Plan were in five main areas of development. The total investment was €7.2 billion⁶ (against €1.4 billion in disposals),⁷ generating around €3 billion in revenues.

First of all, transactions to consolidate our business lines and strengthen our expertise were carried out in France and Europe, in particular: Private Banking through the transaction under way with Degroof Petercam, and a 70% stake in the capital of Wealth Dynamix⁸; Asset Servicing with the creation of Uptevia⁹, a common company with BNP Paribas, the acquisition of RBC Investor Services’ European businesses and the purchase of Santander’s minority interest in CACEIS; and Asset Management with the acquisitions of Alpha Associates¹⁰ and aixigo¹¹; and finally, Leasing and factoring activity accelerate its development in Germany with the acquisition of Merca Leasing¹². Crédit Agricole S.A. is also structuring its property services through the acquisition of property management business of Casino (Sudeco), and more recently the ones of Nexity.

At the same time, the bank has expanded its distribution networks through new partnerships, notably by taking a stake in Banco BPM; signing a new distribution agreement between Crédit Agricole Assurances and Banco BPM for non-life and creditor insurance in Italy; partnership in automobile insurance with Mobilize Financial Services, subsidiary of Renault¹³; and entering into a distribution agreement between Amundi US and Victory Capital¹⁴.

In addition, Specialised Financial Services division developed a comprehensive mobility with: the joint venture Leasys, created with Stellantis to become the European leader in long-term car rental; 100% of CA Auto Bank was acquired, in order to develop partnerships with smaller manufacturers and with independent distributors; six European subsidiaries of ALD and LeasePlan were acquired; and lastly, CA Mobility Services was formed, to create 20 service offers by 2026, mainly through the acquisition of a minority stake in WATEA¹⁵, the creation of a joint venture with Opteven¹⁶, the acquisition of a stake in HiFlow¹⁷, and the commercial partnership with FATEC¹⁸. More recently, Credit Agricole Personal Finance & Mobility strengthens its partnership with the car manufacturer GAC with, on the one hand a financial partnership aimed at entrusting CA Auto Bank the financing of vehicules from the Chinese manufacturer in Europe, and on the other end, the acquisition of 50% of the capital of GAC Leasing in order to offer from 2025 financial and operational leasing on the Chinese market.

In addition, Crédit Agricole S.A. has acquired a stake in Worklife¹⁹ and formed a partnership with Wordline²⁰ as part of its drive to accelerate digitisation and innovation. In January 2024, Crédit Agricole S.A. announced its acquisition of a 7% non-controlling interest in Worldline.

Lastly, to support the transitions in the new CATE and CAST business lines, Crédit Agricole S.A. acquired minority stakes of 40% in R3 (energy transition consultancy) and 43% in Selfee (energy production and supply), and become a reference shareholder in the capital of Office Santé²¹ and Cette Famille²². In addition, Crédit Agricole Assurances acquired majority stakes of 93% in Omedys²³ and 86% in Medicalib²³.

These two pillars of Crédit Agricole S.A.’s universal banking model ensure steady, high growth in revenues and high profitability. Revenues have grown every year between 2015 and 2024 regardless of the environment at an average annual rate of +5.6%. Operational efficiency has also steadily improved with the cost/income ratio falling -15 percentage points in the period 2015 to 2024. Profitability has also risen significantly over the past 10 years. ROTE was 14% at the end of 2024, the highest since 2015, offering even more attractive shareholder remuneration: the dividend per share has tripled in the 10-year period.

Continued support for the energy transition

The Group is continuing the mass roll-out of financing and investment to promote the transition. The Crédit Agricole Group increased its exposure to low-carbon energy financing²⁴ by +141% between the end of 2020 and the end of 2024, with €26.3 billion in financing at 31 December 2024.

Investments by Crédit Agricole Assurances²⁵ and Amundi Transition Energétique in low-carbon energy totalled €6 billion at 31 December 2024. What is more, Crédit Agricole Assurances hit its target of 14 GW of renewable energy production capacity financed one year ahead of schedule.

At the same time, as a universal bank, Crédit Agricole is supporting the transition of all its customers. Crédit Agricole CIB’s green loan portfolio²⁶ grew by +75% between the end of 2022 and December 2024, and represented €21.7 billion at 31 December 2024. The Group also continues to encourage low-carbon mobility. 37% of new vehicles financed by CAPFM in 2024 were electric or hybrid vehicles. The target for the end of 2025 is 50%.

In addition, the Group is continuing on its pathway to exit the financing of carbon-based energies and is disclosing progress at end 2024 in three sectors, in line with their 2030 targets (vs. a 2020 baseline). Financed emissions in the oil and gas sector were reduced by -70% at end 2024 working towards a target of -75% by the end of 2030. The intensity of financed emissions in the power sector²⁷ was down by -29% at end 2024, for a target of -58% by the end of 2030, and by -21% in the automotive sector, for a target of -50% by 2030.

The Group’s phased withdrawal from financing fossil fuel extraction resulted in a -40% decrease in outstandings in the period 2020 to 2024, equating to €5.6 billion at 31 December 2024. At the same time, large-scale financing of low-carbon energies, with outstandings of €26.3 billion, will increase their relative share of the energy mix financed from 54% in 2020 to 82% by the end of 2024.

Group results

In the fourth quarter of 2024, Crédit Agricole Group’s stated net income Group share came to €2,149 million, up +24.6% compared with the fourth quarter of 2023.

Specific items in the fourth quarter of 2024 had a negative net impact of -€42 million on the net income Group share of the Crédit Agricole Group. These items comprise the following recurring accounting items: recurring accounting volatility items, namely the DVA (Debt Valuation Adjustment), the issuer spread portion of the FVA, and secured lending for -€19 million in net income Group share from Capital Markets and Investment Banking, and the hedging of the loan book in Large Customers for +€1 million in net income Group share. In addition to these recurring items, there were other items specific to this quarter: ISB integration costs of
-€15 million in the net income Group share of Large Customers and the Degroof Petercam integration costs of
-€9 million in the net income Group share of Asset Gathering.

Specific items for the fourth quarter of 2023 had a combined impact of +€86 million on net income Group share and included +€69 million in recurring accounting items and +€17 million in non-recurring items. The recurring items mainly corresponded to the reversal of the Home Purchase Saving Plans provision of +€64 million (+€5 million for LCL, +€4 million for the Corporate Centre and +€55 million for the Regional Banks); the other recurring items (+€5 million) are split between the issuer spread portion of the FVA²⁸ and secured lending (+€4 million) and loan book hedging (+€1 million). The non-recurring items related to the ongoing reorganisation of the Mobility activities²⁹ in the SFS division (+€18 million).

Excluding these specific items, Crédit Agricole Group’s underlying net income Group share³⁰ amounted to €2,190 million, up +33.7% compared to fourth quarter 2023.

Crédit Agricole Group – Stated and underlying results, Q4-24 and Q4-23

€m	Q4-24 stated	Specific items	Q4-24 underlying	Q4-23 stated	Specific items	Q4-23 underlying	∆ Q4/Q4 stated	∆ Q4/Q4 underlying

Revenues	9,817	(24)	9,840	8,769	93	8,677	+11.9%	+13.4%
Operating expenses excl.SRF	(5,863)	(39)	(5,824)	(5,682)	4	(5,686)	+3.2%	+2.4%
SRF	–	–	–	–	–	–	n.m.	n.m.
Gross operating income	3,954	(63)	4,017	3,088	97	2,991	+28.0%	+34.3%
Cost of risk	(867)	0	(867)	(762)	–	(762)	+13.9%	+13.9%
Equity-accounted entities	80	–	80	73	–	73	+9.9%	+9.9%
Net income on other assets	(20)	(1)	(19)	(19)	–	(19)	+7.5%	+2.2%
Change in value of goodwill	4	–	4	2	12	(9)	+60.4%	n.m.
Income before tax	3,150	(64)	3,214	2,382	109	2,274	+32.2%	+41.4%
Tax	(784)	16	(799)	(455)	(23)	(432)	+72.4%	+85.1%
Net income from discont’d or held-for-sale ope.	–	–	–	(10)	–	(10)	(100.0%)	(100.0%)
Net income	2,366	(48)	2,414	1,918	86	1,832	+23.4%	+31.8%
Non controlling interests	(217)	7	(224)	(194)	–	(194)	+12.2%	+15.6%
Net income Group Share	2,149	(42)	2,190	1,724	86	1,638	+24.6%	+33.7%
Cost/Income ratio excl.SRF (%)	59.7%		59.2%	64.8%		65.5%	-5.1 pp	-6.4 pp

In the fourth quarter of 2024, underlying revenues amounted to €9,840 million, up +13.4% compared to the fourth quarter of 2023, driven by favourable results from most of the business lines. Underlying revenues were up in French Retail Banking, while the Asset Gathering division benefited from good business momentum and the integration of Degroof Petercam, the Large Customers division enjoyed a high level of revenues across all of its business lines and the Specialised Financial Services division benefited from a positive price effect. In addition, International Retail Banking revenues were stable. Underlying operating expenses were up +2.4% in fourth quarter 2024, totalling €5,824 million. Overall, the Group saw its underlying cost/income ratio reach 59.2% in the fourth quarter of 2024, a -6.4 percentage point improvement. As a result, the underlying gross operating income came to €4,017 million, up +34.3% compared to the fourth quarter 2023.

The underlying cost of credit risk stood at -€867 million, an increase of +13.9% compared to fourth quarter 2023. This figure comprises an amount of -€363 million to prudential provisions on performing loans (stages 1 and 2) and an amount of -€489 million for the cost of proven risk (stage 3). There was also an addition of
-€16 million for other risks. The provisioning levels were determined by taking into account several weighted economic scenarios and by applying some flat-rate adjustments on sensitive portfolios. The weighted economic scenarios for the fourth quarter were updated from the third quarter, with a favourable scenario (French GDP at +1.1% in 2024, +1.3% in 2025) and an unfavourable scenario (French GDP at +1.1% in 2024 and -0.1% in 2025). The cost of risk/outstandings³¹reached 27 basis points over a four rolling quarter period and 29 basis points on an annualised quarterly basis³².

Underlying pre-tax income stood at €3,214 million, a year-on-year increase of +41.4% compared to fourth quarter 2023. This includes the contribution from equity-accounted entities for €80 million (up +9.9%) and net income on other assets, which came to -€19 million over this quarter. The underlying tax charge was up +85.1% over the period, with the tax rate this quarter rising by +6.0 percentage points to 25.5%. Underlying net income before non-controlling interests was up +31.8% to €2,414 million. Non-controlling interests rose +15.6%. Lastly, underlying net income Group share was €2,190 million, +33.7% higher than in the fourth quarter of 2023.

Crédit Agricole Group – Stated and underlying results 2024 and 2023

En m€	2024 stated	Specific items	2024 underlying	2023 stated	Specific items	2023 underlying	∆ 2024/2023 stated	∆ 2024/2023 underlying

Revenues	38,060	93	37,967	36,492	851	35,641	+4.3%	+6.5%
Operating expenses excl.SRF	(22,729)	(123)	(22,606)	(21,464)	(14)	(21,450)	+5.9%	+5.4%
SRF	–	–	–	(620)	–	(620)	(100.0%)	(100.0%)
Gross operating income	15,332	(30)	15,362	14,408	837	13,572	+6.4%	+13.2%
Cost of risk	(3,191)	(20)	(3,171)	(2,941)	(84)	(2,856)	+8.5%	+11.0%
Equity-accounted entities	283	(0)	283	263	(39)	302	+7.6%	(6.1%)
Net income on other assets	(39)	(24)	(15)	88	89	(1)	n.m.	x 18.9
Change in value of goodwill	4	–	4	2	12	(9)	+60.4%	n.m.
Income before tax	12,388	(74)	12,462	11,821	814	11,007	+4.8%	+13.2%
Tax	(2,888)	12	(2,900)	(2,748)	(203)	(2,545)	+5.1%	+13.9%
Net income from discont’d or held-for-sale ope.	–	–	–	(3)	–	(3)	(100.0%)	(100.0%)
Net income	9,500	(62)	9,562	9,071	611	8,459	+4.7%	+13.0%
Non controlling interests	(860)	23	(883)	(813)	(0)	(813)	+5.8%	+8.7%
Net income Group Share	8,640	(39)	8,679	8,258	611	7,647	+4.6%	+13.5%
Cost/Income ratio excl.SRF (%)	59.7%		59.5%	58.8%		60.2%	+0.9 pp	-0.6 pp

For full-year 2024, stated net income Group share amounted to €8,640 million, compared with €8,258 million for full-year 2023, an increase of +4.6%.

Specific items for full-year 2024 include the specific items of the Regional Banks (+€47 million in reversals of Home Purchase Savings Plan provisions) and Crédit Agricole S.A. specific items, which are detailed in the Crédit Agricole S.A. section.

Excluding specific items, underlying net income Group share reached €8,679 million, up +13.5% compared with full-year 2023.

Underlying revenues totalled €37,967 million, up +6.5% compared with full-year 2023, driven by all business lines (excluding Corporate Centre).

Underlying operating expenses amounted to -€22,606 million, up +5.4% excluding SRF compared to full-year 2023, mainly due to higher compensation in an inflationary environment, support for business development, IT expenditure and scope effects as detailed for each division. The underlying cost/income ratio for full-year 2024 was 59.5%, a -0.6 percentage point improvement compared to full-year 2023 excluding SRF. The SRF stood at
-€620 million in 2023.

Underlying gross operating income totalled €15,362 million, up +13.2% compared to full-year 2023.

The underlying cost of risk for full-year 2024 rose to -€3,171 million (of which -€540 million in cost of risk on performing loans (stages 1 and 2), -€2,637 million in cost of proven risk, and +€6 million in other risks corresponding mainly to reversals of legal provisions), i.e. an increase of +11.0% compared to full-year 2023.

As at 31 December 2024, risk indicators confirm the high quality of Crédit Agricole Group’s assets and risk coverage level. The diversified loan book is mainly geared towards home loans (45% of gross outstandings) and corporates (33% of gross outstandings). Loan loss reserves amounted to €21.3 billion at the end of December 2024 (€11.7 billion for Regional Banks), 42.2% of which represented provisioning of performing loans (47.3% for Regional Banks). The prudent management of these loan loss reserves meant that the Crédit Agricole Group’s overall coverage ratio for doubtful loans at the end of December 2024 was 84.9%.

Underlying net income on other assets stood at -€15 million for full-year 2024 versus -€1 million for full-year 2023. Underlying pre-tax income before discontinued operations and non-controlling interests rose by +13.2% to €12,462 million. The tax charge was -€2,900 million, up +13.9%, with an underlying effective tax rate of 23.8%, stable compared to full-year 2023. Underlying net income before non-controlling interests was therefore up by +13.0%. Non-controlling interests amounted to -€883 million for full-year 2024, up +8.7%.

Underlying net income Group share for full-year 2024 thus stood at €8,679 million, up 13.5% compared to full-year 2023.

Regional banks

Gross customer capture stands at +273,000 new customers and the customer base grew by +10,000 new customers over the same period. The percentage of customers using demand deposits as their main account and those who use digital tools continued to increase. Credit market share (total credits) stands at 22.7% (at the end of September 2024, source Banque de France). Loan production was up +7.4% compared to the fourth quarter of 2023, reflecting the +7.8% rise in home loans and specialised markets. Home loan production has been gradually recovering since the beginning of the year. The average production rate for home loans stood at 3.35%³³ over October and November 2024, -12 basis points lower than in the third quarter of 2024. By contrast, the global loan stock rate showed a gradual improvement (+16 basis points compared to the fourth quarter of 2023). Outstanding loans totalled €648 billion at the end of December 2024, stable year-on-year across all markets but up slightly by +0.2% over the quarter.
Customer assets were up +2.6% year-on-year to reach €910.9 billion at the end of December 2024. This growth was driven both by on-balance sheet deposits, which reached €605.9 billion (+1.7% year-on-year), and off-balance sheet deposits, which reached €305 billion (+4.4% year-on-year) benefiting from strong inflows in life insurance. The mix of on-balance sheet deposits for the quarter remained almost unchanged, with demand deposits and term deposits fluctuating by -0.5% and +0.1%, respectively, from end-September 2024. The market share of balance sheet collection is up compared to last year and stands at 20.3% (Source Banque de France, data at the end of September 2024, i.e. +0.4 percentage points compared to September 2023). The equipment rate for property and casualty insurance³⁴ was 43.9% at the end of December 2024 and continues to rise (up +0.8 percentage point compared to the end of December 2023). In terms of payment instruments, the number of cards rose by +1.6% year-on-year, as did the percentage of premium cards in the stock, which increased by 1.6 percentage points year-on-year to account for 16.4% of total cards.
In the fourth quarter of 2024, the Regional Banks’ consolidated revenues including the SAS Rue La Boétie dividend³⁵ stood at €3,247 million, up +0.7% compared to the fourth quarter of 2023, notably impacted by a base effect of +€73.6 million related to the reversal of the Home Purchase Savings Plan provision in the fourth quarter of 2023³⁶. Excluding this item, revenues were up +3.1% compared to the fourth quarter of 2023, the rise in the net interest margin (+9.8% excluding Home Purchase Savings³⁶) and good momentum of fee and commission income (+1.6%) in insurance, account management and payment instruments offsetting the drop in portfolio revenues (-10.0%). Operating expenses were stable (+0.7%), below inflation. Gross operating income was up +0.8% year-on-year (+11.6% excluding the Home Purchase Savings Plan base effect³⁶). The cost of risk was down -24.6% compared with the fourth quarter of 2023 to -€242 million. The cost of risk/outstandings (over four rolling quarters) remained under control at 20 basis points (a -1 basis point drop compared to third quarter 2024).
The Regional Banks’ consolidated net income, including the SAS Rue La Boétie dividend³⁵ amounted to €419 million, up +19.9% compared to the fourth quarter 2023 (+42.1% excluding the base effect³⁶).
The Regional Banks’ contribution to net income Group share was €403 million in the fourth quarter of 2024, up +20.3% compared to the fourth quarter of 2023.
In full-year 2024, revenues including the SAS Rue La Boétie dividend were up +1.9% compared to the same period in 2023. Operating expenses rose by +1.4%, resulting in a rise in gross operating income of +2.7%. Finally, with a cost of risk up +14.0%, the Regional Banks’ net income Group share, including the SAS Rue La Boétie dividend, amounted to €3,470 million, up +2.5% compared to full-year 2023 (+5.5% excluding the Home Purchase Savings Plan base effect³⁶).The Regional Banks’ contribution to the results of Crédit Agricole Group in full-year 2024 amounted to €1,423 million in stated net income Group share (-18.9% compared to the same period in 2023), with revenues of €13,110 million (-1.1%), expenses of -€9,956 (+2.6%) and a cost of risk of -€1,319 million (+14.5%).

Crédit Agricole S.A.

Results

Crédit Agricole S.A.’s Board of Directors, chaired by Dominique Lefebvre, met on 4 February 2025 to examine the financial statements for the fourth quarter of 2024.

Crédit Agricole S.A. – Stated and underlying results, Q4-24 and Q4-23

€m	Q4-24 stated	Specific items	Q4-24 underlying	Q4-23 stated	Specific items	Q4-23 underlying	∆ Q4/Q4 stated	∆ Q4/Q4 underlying

Revenues	7,092	(24)	7,116	6,040	19	6,021	+17.4%	+18.2%
Operating expenses excl.SRF	(3,917)	(39)	(3,878)	(3,710)	4	(3,714)	+5.6%	+4.4%
SRF	–	–	–	–	–	–	n.m.	n.m.
Gross operating income	3,175	(63)	3,238	2,330	24	2,307	+36.2%	+40.4%
Cost of risk	(594)	0	(594)	(440)	–	(440)	+35.0%	+35.0%
Equity-accounted entities	62	–	62	61	–	61	+2.4%	+2.4%
Net income on other assets	(9)	(1)	(8)	(17)	–	(17)	(45.9%)	(51.9%)
Change in value of goodwill	–	–	–	2	12	(9)	n.m.	(100.0%)
Income before tax	2,634	(64)	2,698	1,937	35	1,902	+36.0%	+41.9%
Tax	(681)	16	(697)	(369)	(4)	(365)	+84.7%	+91.0%
Net income from discont’d or held-for-sale ope.	–	–	–	(10)	–	(10)	n.m.	n.m.
Net income	1,953	(48)	2,001	1,558	32	1,527	+25.3%	+31.1%
Non controlling interests	(264)	7	(271)	(224)	(0)	(224)	+17.8%	+21.1%
Net income Group Share	1,689	(41)	1,730	1,334	31	1,303	+26.6%	+32.8%
Earnings per share (€)	0.52	(0.01)	0.54	0.41	0.01	0.40	+26.8%	+33.4%
Cost/Income ratio excl. SRF (%)	55.2%		54.5%	61.4%		61.7%	-6.2 pp	-7.2 pp

In the fourth quarter of 2024, Crédit Agricole S.A.’s stated net income Group share came to €1,689 million, up +26.6% compared to the fourth quarter of 2023, having benefited from non-recurring items related to reversals of Home Purchase Savings Plan and Cheque Image Exchange fine provisions and from the end of the reorganisation of the Mobility activities (see below). This was an excellent result for the fourth quarter of 2024, based on high revenues (exceeding €7 billion) and a cost/income ratio kept at a low level.

Specific items for this quarter had a cumulative impact of -€41 million on net income Group share, and included the following recurring accounting items: recurring accounting volatility items in revenues, such as the DVA (Debt Valuation Adjustment), the issuer spread portion of the FVA and secured lending for -€19 million in net income Group share in the Large Customers segment, and the hedging of the loan book in the Large Customers segment for +€1 million in net income Group share. In addition to these recurring items, there were a number of items specific to this quarter: Degroof Petercam integration costs of -€8 million in the net income Group share in Asset Gathering; ISB integration costs for -€15 million in the net income Group share in Large Customers.

Specific items for the fourth quarter 2023 had a cumulative impact of +€31 million on net income Group share, and included recurring accounting items for +€14 million and non-recurring items for +€17 million. The recurring items mainly corresponded to the reversal of the Home Purchase Savings Plans provision of +€8 million (+€4 million for LCL and +€4 million for the Corporate Centre); the other recurring items – the issuer spread portion of the FVA and secured lending (+€4 million) and loan book hedging (+€1 million) – offset each other. The non-recurring items related to the ongoing reorganisation of the Mobility activities in the SFS division (+€17 million).

Excluding specific items, underlying net income Group share³⁷ stood at €1,730 million in the fourth quarter of 2024, up +32.8% compared to the fourth quarter of 2023.

In the fourth quarter of 2024, underlying revenues were at a high level, standing at €7,116 million. They were up sharply by +18.2% compared to the fourth quarter of 2023. This growth was driven by growth in the Asset Gathering division (+31.6%) which in turn was driven by the rise in outstandings across all business lines, including the integration of Degroof Petercam³⁸. There was a positive base effect relating to very high weather-related claims in the fourth quarter of 2023. Large Customer division revenues (+10.6%) were driven by good results from all business lines with continued revenue growth in corporate and investment banking in the fourth quarter, in addition to an improvement in the net interest margin and fee and commission income within CACEIS. Specialised Financial Services division revenues (+4.0%) benefited mainly from positive price effects in the Personal Finance and Mobility business line. French Retail Banking growth (+0.8%) was driven by the rise in fee and commission income which offset the drop in NIM, and International Retail Banking revenues (-0.5%) were stable. Corporate Centre revenues were up +€362 million, positively impacted by the dividend and the revaluation of the equity interest in Banco BPM of +€294 million.

Underlying operating expenses totalled -€3,878 million in the fourth quarter of 2024, an increase of +4.4% compared to the fourth quarter of 2023, reflecting the support given to business line development. The -€164 million year-on-year rise in expenses was mainly due to a -€132 million scope effect³⁹.

The underlying cost/income ratio in fourth quarter 2024 stood at 54.5%, a decrease of -7.2 percentage points compared to fourth quarter 2023.

Underlying gross operating income in the fourth quarter of 2024 stood at €3,238 million, an increase of +40.4% compared to the fourth quarter of 2023.

As at 31 December 2024, risk indicators confirm the high quality of Crédit Agricole S.A.’s assets and risk coverage level. The diversified loan book is mainly geared towards home loans (26% of gross outstandings) and corporates (44% of Crédit Agricole S.A. gross outstandings). The Non-Performing Loans ratio was down
-0.2 point from the previous quarter and remains low at 2.3%. The coverage ratio⁴⁰ was high at 74.1%, up +2.7 percentage points over the quarter. Loan loss reserves amounted to €9.6 billion for Crédit Agricole S.A., relatively unchanged from end September 2024. Of those loan loss reserves, 35.8% were for performing loans (percentage up +1.5% from the previous quarter).

The underlying cost of risk showed a net addition of -€594 million, up +35.0% from the fourth quarter of 2023, including a -€278 million addition for performing loans (stages 1 and 2) (versus a reversal of -€1 million in the fourth quarter of 2023) and -€297 million in provisioning for proven risks (stage 3) (versus -€373 million in the fourth quarter of 2023). Also note a provision of -€18 million for other items (legal provisions), primarily for the SFS business line (-€30 million in legal provisions). By business line, 52% of the net addition for the quarter came from Specialised Financial Services (an increase from end-December 2023, unchanged from September 2024), 13% from LCL (22% at end-September 2023), 17% from International Retail Banking (23% at end-December 2023), 16% from Large Customers (9% at end-December 2023) and 1% from the Corporate Centre (3% at end-December 2023). The provisioning levels were determined by taking into account several weighted economic scenarios and by applying some flat-rate adjustments on sensitive portfolios. The weighted economic scenarios for the fourth quarter were updated relative to the third quarter, with a favourable scenario (French GDP at +1.1% in 2024, +1.3% in 2025) and an unfavourable scenario (French GDP at +1.1% in 2024 and -0.1% in 2025). In the fourth quarter of 2024, the cost of risk/outstandings was 34 basis points over a rolling four-quarter period⁴¹ and 44 basis points on an annualised quarterly basis⁴² (a deterioration of 1 basis point and 10 basis points, respectively, versus the fourth quarter of 2023 for both bases).

The underlying contribution from equity-accounted entities amounted to €62 million in the fourth quarter of 2024, up +2.4% compared to the fourth quarter of 2023, mainly due to the growth of equity-accounted entities in the personal finance and mobility business line.

Underlying income⁴³before tax, discontinued operations and non-controlling interests was up +41.9% to €2,698 million. The underlying effective tax rate stood at 26.4%, up +6.7 percentage points on fourth quarter 2023. The underlying tax charge was -€697 million, a +91% increase chiefly due to a positive base effect. Underlying net income before non-controlling interests was up +31.1% to €2,001 million. Non-controlling interests amounted to -€271 million in the fourth quarter of 2024, an increase of +21.1%.

Underlying earnings per share in fourth quarter 2024 came to €0.54, up +33.4% compared to fourth quarter 2023.

Crédit Agricole S.A. – Stated and underlying results, 2024 and 2023

En m€	2024 stated		Specific items	2024 underlying	2023 stated	Specific items	2023 underlying	∆ 2024/2023 stated	∆ 2024/2023 underlying

Revenues		_27,181	₃₀	_27,151	_25,180	₆₁₇	_24,563	_+7.9%	_+10.5%
Operating expenses excl.SRF		_(14,895)	₍₁₂₃₎	_(14,772)	_(13,632)	₍₁₄₎	_(13,618)	_+9.3%	_+8.5%
SRF		_–	_–	_–	₍₅₀₉₎	_–	₍₅₀₉₎	_(100.0%)	_(100.0%)
Gross operating income		_12,286	₍₉₄₎	_12,379	_11,039	₆₀₃	_10,436	_+11.3%	_+18.6%
Cost of risk		_(1,850)	₍₂₀₎	_(1,830)	_(1,777)	₍₈₄₎	_(1,693)	_+4.1%	_+8.1%
Equity-accounted entities		₁₉₄	₍₀₎	₁₉₄	₁₉₇	₍₃₉₎	₂₃₅	_(1.5%)	_(17.6%)
Net income on other assets		₍₄₎	₍₂₄₎	₂₀	₈₅	₈₉	₍₄₎	_n.m.	_n.m.
Change in value of goodwill		_–	_–	_–	₂	₁₂	₍₉₎	_(100.0%)	_(100.0%)
Income before tax		_10,625	₍₁₃₈₎	_10,763	_9,546	₅₈₀	_8,966	_+11.3%	_+20.0%
Tax		_(2,472)	₂₈	_(2,500)	_(2,201)	₍₁₅₃₎	_(2,047)	_+12.3%	_+22.1%
Net income from discont’d or held-for-sale ope.		_–	_–	_–	₍₃₎	_–	₍₃₎	_n.m.	_n.m.
Net income		_8,153	₍₁₀₉₎	_8,263	_7,343	₄₂₇	_6,916	_+11.0%	_+19.5%
Non controlling interests		_(1,067)	₂₄	_(1,090)	₍₉₉₅₎	₍₂₎	₍₉₉₂₎	_+7.3%	_+9.9%
Net income Group Share		_7,087	₍₈₆₎	_7,172	_6,348	₄₂₅	_5,923	_+11.6%	_+21.1%
Earnings per share (€)		_2.11	_(0.03)	_2.14	_1.94	_0.14	_1.80	_+8.5%	_+18.5%
Cost/Income ratio excl.SRF (%)		_54.8%		_54.4%	_54.1%		_55.4%	_{+0.7 pp}	_{-1.0 pp}

Over year 2024, stated net income Group share amounted to €7,087 million, versus €6,348 million for full-year 2023, an increase of +11.6%.

Specific items for 2024 had a negative impact of -€86 million on stated net income Group share and comprise +€21 million in recurring accounting items and -€107 million in non-recurring items. The recurring items mainly correspond to the reversals of and additions to the Home Purchase Savings Plans provisions for +€1 million net, as well as the accounting volatility items of the Large Customers division (the DVA for +€15 million and loan book hedging for +€6 million). Non-recurring items relate to the integration and acquisition costs of Degroof Petercam (-€35 million) within the Asset Gathering division, the costs of integrating ISB (-€52 million) within the Large Customers division and an additional provision for risk in Ukraine (-€20 million) within the International Retail Banking division.

Excluding specific items, underlying net income Group share reached €7,172 million, up +21.1% compared to full-year 2023.

Underlying revenues were up +10.5% year-on-year, driven by all business lines. Underlying operating expenses excluding SRF were +8.5% higher than in 2023, essentially reflecting the development of the Group’s business lines and the integration of scope effects, partially offset by the end of the SRF⁴⁴ building-up period. The underlying cost/income ratio excluding SRF for the period was 54.4%, a decrease of 1 percentage point compared to the same period in 2023. Underlying gross operating income totalled €12,379 million, up +18.6% compared to full-year 2023. The underlying cost of risk increased by +8.1% over the period to
-€1,830 million, versus -€1,693 million in 2023. Lastly, underlying contributions from equity-accounted entities amounted to €194 million, down -17.6% over the period.

Underlying earnings per share stood at €2.14 per share for full-year 2024, up 18.5% from full-year 2023.

Underlying RoTE⁴⁵, which is calculated on the basis of an annualised Underlying Net Income Group Share⁴⁶ and IFRIC charges linearised over the year, net of annualised Additional Tier 1 coupons (return on equity Group share excluding intangibles) and net of foreign exchange impact on reimbursed AT1, and restated for certain volatile items recognised in equity (including unrealised gains and/or losses), reached 14.0% in 2024, up +1.4 percentage point compared to 2023.

Analysis of the activity and the results of Crédit Agricole S.A.’s divisions and business lines

Activity of the Asset Gathering division

In the fourth quarter of 2024, assets under management in the Asset Gathering division (AG) stood at

€2,867 billion, up +€58 billion over the quarter (or +2.1%), mainly due to a positive market effect and strong net inflows in the three business lines – Asset Management, Insurance and Wealth Management. Over the year, assets under management rose by +12.1%.

Insurance activity (Crédit Agricole Assurances) was very dynamic with total premium income of €10.9 billion – a record level for a fourth quarter – up +14.2% compared to the fourth quarter of 2023, and up in all three segments: savings/retirement, property and casualty, and death & disability/creditor/group insurance. In total for the year, overall premium income also stood to a record €43.6 billion, up +17.2% vs. 2023.

In Savings/Retirement, fourth-quarter premium income stood at €8.3 billion, up +17.3% compared to the fourth quarter of 2023. Business was driven by euro payment bonus campaigns in France, launched during the first quarter, which boosted gross euro inflows, as well as by a confirmed upturn in international business. Unit-linked contracts accounted for 37.4% of gross inflows⁴⁷, down -12.8 percentage points over the year, reflecting the reduced appeal of unit-linked bond products. The quarter’s net inflows⁴⁷ totalled +€2.4 billion (up +€0.8 billion compared to the third quarter of 2024), comprised of +€1.4 billion net inflows from unit-linked contracts and +€1.1 billion from euro funds. In total, Savings/Retirement premium income amounted to €32.1 billion, up +21.5% compared to the end of December 2023.

Assets under management (savings, retirement and funeral insurance) continued to grow and came to €347.3 billion (up +€17.0 billion year-on-year, or +5.1%). The growth of assets under management was supported by positive market effects and positive net inflows. Unit-linked contracts accounted for 30.0% of outstandings, up +1.1 percentage point compared to the end of December 2023.

The profit sharing rate on Predica’s euro-denominated life insurance policies in 2024 remained stable compared to 2023.⁴⁸ The Policy Participation Reserve (PPE⁴⁹) amounted to €7.5 billion at 31 December 2024, representing 3.3% of total euro outstandings.

In property and casualty insurance, premium income rose to €1.2 billion in the fourth quarter of 2024, up +9.9%⁵⁰ compared to the fourth quarter of 2023. Growth stemmed from a price effect, with the increase in the average premium benefiting from revised rates and changes in the product mix, and a volume effect, with a portfolio of close to €16.7 million⁵¹ policies at the end of December 2024 (an increase of +5.3% over the year). The combined ratio at end-December 2024 was 94.4%,⁵² an improvement of -2.7 percentage points year-on-year, related to a positive base effect due to lower claims in the fourth quarter of 2024 compared with the same period one year earlier, which was impacted by fierce storms. In total, at the end of December 2024, premium income stood at €6.2 billion, an increase of +8.2% compared to full-year 2023.

In death & disability/creditor/group insurance, premium income for the fourth quarter of 2024 stood at €1.3 billion, up +1.4% compared to the fourth quarter of 2023. The strong performance in individual death and disability insurance and group insurance (+9.9% and +22.1%, respectively, compared to fourth quarter 2023) offset a decline in creditor insurance of -4.9% in both consumer finance and mortgage lending. In total, at the end of December 2024, premium income from personal protection insurance stood at €5.3 billion, an increase of +4.6% compared to 2023.

In Asset Management (Amundi), assets under management by Amundi increased by +2.2% and +10.0% respectively over the quarter and the year, reaching a new record of €2,240 billion at the end of December 2024, benefiting from the positive market effect, but also from a high level of inflows over the quarter and year.

Over the quarter, net inflows amounted to +€20.5 billion, the highest level since 2021, driven by medium-long-term assets ⁵³ (+€17.9 billion) in active management and, as in previous quarters, in ETFs. Third-party distributors also posted record inflows in 2024, which were well diversified and positive in all asset classes.

The Retail segment recorded record net inflows in 2024 from third-party distributors, well diversified across all asset classes, and positive inflows from partner networks in France. The institutional segment continued to record solid commercial momentum, with net inflows driven by medium/long-term assets in the institutional and sovereign segments, and by treasury products in the corporate segment. Finally, JVs continue to benefit from the dynamic inflows of SBI MF in India. Thus, the increase in assets under management of +€48.5 billion over the quarter is linked to a good level of activity (net inflows of +€20.5 billion) and a positive market and foreign exchange effect of +€28.1 billion. In 2024, the increase in assets under management of +€203 billion is linked to record net inflows of +€55.4 billion, doubling compared to 2023, a favorable market effect of +€140.1 billion and a scope effect of +€7.9 billion in connection with the integration of Alpha Associate since the second quarter of 2024.

In Wealth Management, total assets under management (CA Indosuez Wealth Management and LCL Private Banking) amounted to €279 billion at the end of December 2024, and were up +1.9% compared to September 2024 and +46,9% compared to December 2023.

For Indosuez Wealth Management assets under management at the end of December stood at €215 billion⁵⁴, up +2.6% compared to the end of September 2024, thanks to a good level of activity with net inflows of +€1.9 billion and a favourable market effect of +€3.7 billion. Compared to the end of December 2023, assets under management were up by +€87 billion (or +68.2%), taking into account a scope effect of €69 billion (integration of Degroof Petercam in June 2024). Also of note over the quarter was the continued integration of Degroof Petercam with several capital reorganisations in France and in Luxembourg, and the effective mergers of legal entities planned for Q3 2025. In 2025, Wealth Management projects in the region of €70-80 million in additional integration costs for Degroof Petercam.

Results of the Asset Gathering division

In the fourth quarter of 2024, the Asset Gathering division generated €2,045 million in revenues, up +31.6% compared to the fourth quarter of 2023, driven by all the division’s business lines. Expenses increased +28% to -€930 million and gross operating income came to €1,116 million, +34.7% compared to fourth quarter of 2023. The cost/income ratio for the fourth quarter of 2024 stood at 45.5%, down -1.3 percentage points compared to the same period in 2023. Taxes amounted to -€315 million, up +82.3%, notably related to the scope of insurance activities. Net income Group share for Asset Gathering division was €695 million in the fourth quarter of 2024, up +27.4% compared to the same period in 2023.

In full-year 2024, Asset Gathering generated €7,648 million in revenues, up +14.4% compared to the end of December 2023, driven by very high level of revenues in all three business lines – in Insurance, Asset Management and Wealth Management. Expenses excluding SRF increased +17.1%.to -€3,365 million, while gross operating income came to €4,284 million (up +12.5% compared to end-December 2023). As a result, the cost/income ratio excluding SRF stood at 44%, up +1.0 percentage points compared to the end of December 2023. The tax charge was -€973 million in 2024, up +11.7% on 2023. Finally, Asset Gathering net income Group share came to €2,875 million, up +13.1% compared to 2023, up in the three activities of the Asset Gathering division.

At end-December 2024, the Asset Gathering, contributed 38% to the underlying net income Group share of the Crédit Agricole S.A. core businesses and 28% to underlying revenues (excluding the Corporate Centre division).

As at 31 December 2024, equity allocated to the division amounted to €12.6 billion, including €10.4 billion for Insurance, €1.3 billion for Asset Management, and €0.9 billion for Wealth Management. The division’s risk-weighted assets amounted to €57.5 billion, including €34.5 billion for Insurance, €13.7 billion for Asset Management and €9.4 billion for Wealth Management.

Underlying RoNE (return on normalised equity) stood at 26.9% at the end of December 2024.

Insurance results

In the fourth quarter of 2024, insurance revenues reached €715 million, up sharply by +37.1% compared to the fourth quarter of 2023, benefiting from a favorable base effect (fourth quarter 2023 having been impacted by the high claims rate related to storms Ciaran and Domingos), dynamic activity and growth in assets under management. Revenues for the quarter include €540 million from savings/retirement⁵⁵, €93 million from personal protection⁵⁶ and €141 million from property and casualty insurance⁵⁷.

The CSM (Contractual Service Margin) stood at €25.2 billion at 31 December 2024, up 5.8% year-on-year, benefiting from the positive impact of the revaluation of the stock and the contribution of new business exceeding the CSM allocation. The CSM allocation factor was 7.7% in 2024. Non-attributable expenses for the quarter amounted to -€77 million, up +2.7% vs. the fourth quarter of 2023. As a result, gross operating income reached €638 million, up +42.9% compared to the same period in 2023. Taxes amounted to -€218 million, compared with -€79 million in the fourth quarter of 2023, in connection with the increase in the tax rate to 34.5% (+16.7 percentage points compared to the fourth quarter of 2023). This change is linked in particular to an upward reassessment of the tax rate including a decrease in the valuation of assets at a reduced rate. Non-controlling interests amounted to €3 million compared to €-32 million in the fourth quarter of 2023, impacted by the inclusion of accounting items related to the redemption of RT1 instruments. Net income Group share was €418 million, up +24.5% compared to the fourth quarter of 2023.

Full year 2024 insurance revenues reached €2,845 million, up +11.9% compared to 2023, in line with dynamic activity, the increase in outstandings, as well as the lower claims experience in 2024 compared to 2023. Non-attributable expenses amounted to -€341 million, up +9.3%. The cost/income ratio is thus 12%, below the target ceiling set by the Medium-Term Plan of 15%. Gross operating income was €2,504 million (+12.2% compared to 2023). The tax expense was -€572 million, up +16.6% compared to 2023, in line with the lower contribution of reduced tax rate operations to the overall tax rate. As a result, net income Group share reached €1,884 million, up +14% compared to 2023.

Insurance contributed 25% to the underlying net income Group share of Crédit Agricole S.A.’s business lines (excluding AHM) at the end of December 2024 and 10% to their underlying revenues.

Crédit Agricole Assurances remains solid with a prudential Solvency 2 ratio superior to 200% as of 31 December 2024.

Asset Management results

In the fourth quarter of 2024, revenues reached €901 million, up +14.5% compared to the fourth quarter of 2023, mainly driven by management and technology revenues. Net management fees posted sustained growth of +13.5% compared to the fourth quarter of 2023, linked to the good level of activity and the increase in average assets under management. Performance fees were also up +67.6% compared to the fourth quarter of 2023, benefiting from the good performance of active strategies, particularly rates and credit. Amundi Technology’s revenues continued their sustained growth and increased by +47,1% compared to the fourth quarter of 2023, amplified this quarter by the first consolidation of aixigo, a European leader in Wealth Tech, whose acquisition was finalized in November 2024. Operating expenses amounted to €-506 million, up +16.2% compared to the fourth quarter of 2024, mainly explained by the effect of the first consolidation of Alpha Associates and aixigo, the acceleration of strategic investments, the growth of variable compensation revenues related to operational performance and acquisition-related integration costs.⁵⁸ Restated for integration costs, the increase in expenses remains lower than the increase in revenues, thus generating a positive jaws effect. Gross operating income was €395 million, up +12.5% compared to the fourth quarter of 2023, reflecting double-digit revenue growth. The contribution of associates, including the contribution of Amundi’s Asian joint ventures, amounted to €29 million, up +1.8% compared to the fourth quarter of 2023. The tax expense amounted to -€80 million (down -9.6%). Net income before deduction of minority interests amounted to €341 million, up +18% compared to the same period in 2023. As a result, net income Group share was €226 million, +16.2% compared to the fourth quarter of 2023.

In 2024, net banking income reached €3,406 million, up +9.1% in asset management, reflecting growth in management revenues, linked to the growth in average assets under management and the very good performance of active and passive management. Amundi Technology’s revenues also grew strongly, amplified by the acquisition of aixigo in the fourth quarter of 2024. Operating expenses excluding SRF amounted to -€1,890 million, an increase of +8.8%, explained by the first consolidation of Alpha Associates and aixigo, investments in growth areas, the increase in provisions for variable compensation in line with operational performance and integration costs⁵⁸.The cost/income ratio excluding SRF stood at 55.5%, stable compared to 2023 (-0.2 percentage points). Thus, gross operating income increased by +9.7% compared to 2023, reflecting the increase in revenues. Profit from associates increased by +20.9%, mainly driven by the JV in India, which contributed more than €100 million for the first time to this result. In the end, net income Group share was €849 million, up +11.7% compared to 2023.

Wealth Management results⁵⁹

In the fourth quarter of 2024, net banking income from wealth management amounted to €430 million, up +73.9% compared to the fourth quarter of 2023, benefiting from the impact of the integration of Degroof Petercam in June 2024.⁶⁰ Excluding this effect, revenues were supported by the good momentum of management fees in connection with the increase in outstandings, offsetting the anticipated decrease in the net interest margin on deposits. Expenses for the quarter amounted to -€347 million, up +60.4% compared to the fourth quarter of 2023, impacted by a Degroof Petercam⁶⁰ and -€12.8 million in integration costs. Restated for these impacts, the evolution of expenses is slightly lower than in the fourth quarter of 2023. The cost/income ratio for the fourth quarter of 2024 stood at 80.8%, down -6.8 percentage points compared to the same period in 2023. Restated for integration and acquisition costs, the cost/income ratio was 77.8%. Gross operating income reached €82 million, up sharply (x 2.7) compared to the fourth quarter of 2023. The cost of risk for the quarter remained moderate at -€3 million, in line with the fourth quarter of 2023 (-€5 million). Net income Group share reached €51 million, up sharply (x 3.3) compared to the fourth quarter of 2023. Restated for integration and acquisition costs⁶¹, net income Group share for the fourth quarter of 2024 amounted to €60 million.

For the full year 2024, net banking income from the wealth management business amounted to €1,397 million, up +36.6% compared to the end of December 2023, benefiting in particular from the integration of Degroof Petercam in June 2024⁶². Expenses excluding SRF were up +37.5% due to a Degroof Petercam⁶² scope effect and -€26.4 million in integration costs. Restated for these impacts, 2024 expenses are up slightly by +2.8% compared to 2023. Gross operating income increased by +35.0% to €264 million. The cost of risk at the end of 2024 was -€15 million, up -€11 million compared to the end of December 2023, related to the consideration of litigation and the provisioning of various cases. Net income on other assets amounted to -€23 million, mainly corresponding to acquisition costs for Degroof Petercam⁶³, restated for specific items. Net income Group share for 2024 was €142 million, up 11.1% compared to 2023. Restated for integration and acquisition costs⁶³, 2024 net income Group share amounted to €177 million.

Wealth Management contributed 2% to the underlying net income Group share of Crédit Agricole S.A.’s business lines (excluding AHM) at the end of December 2024 and 5% of their underlying revenues.

As of 31 December 2024, the equity allocated to Wealth Management amounted to €0.9 billion; risk weighted assets are €9.4 billion.

Activity of the Large Customers division

Once again in Q4 2024, Corporate and Investment Banking (CIB) posted an excellent performance across all its businesses (best fourth quarter and best year in terms of revenues). Asset servicing also recorded strong business momentum during the period.

Corporate and Investment Banking’s fourth-quarter underlying revenues rose sharply to €1,596 million, an increase of +9.9% compared with the fourth quarter of 2023, driven by growth in its two business lines. Revenues from Financing activities were up +4.4% year-on-year to €898 million. This was mainly due to the strong performance recorded by Commercial Banking (+4.0% versus the fourth quarter of 2023), driven by good momentum in Corporate activities, especially in the Telecom sector, and strong revenues from asset financing and project financing, especially in Green energy and Aerospace. Capital Markets and Investment Banking also grew its revenues to €699 million, an increase of +18.0% compared with the fourth quarter of 2023. Growth was fuelled by the high revenues maintained by Capital Markets (+17.0% versus the fourth quarter of 2023), driven by the Repo and Securitisation businesses, and the strong performance recorded by Investment Banking (with growth of +23.0% compared with the fourth quarter of 2023) thanks to the strong performance of Structured Equities.

In total, Corporate and Investment Banking’s underlying revenue rose a steep +6.5% year-on-year to €6,540 million, driven by growth in its two business lines. Revenues from Financing activities were up +5.7% compared to the total for 2023, at €3,355 million. Capital Markets and Investment Banking also grew its revenues by +7.3% compared with the end of December 2023, to total €3,185 million.

Financing activities consolidated its leading position in syndicated loans (#1 in France⁶⁴ and #2 in EMEA⁶⁴). Crédit Agricole CIB reaffirmed its strong position in bond issues (#4 All bonds in EUR Worldwide⁶⁴) and was ranked #2 in Green, Social & Sustainable bonds in EUR.⁶⁵ Average regulatory VaR stood at €9.5 million in the fourth quarter of 2024, down from the €10.1 million recorded in the third quarter of 2024, reflecting changes in positions and the financial markets. It remained at a level that reflected prudent risk management.

In Asset Servicing, buoyant sales and favourable market conditions boosted growth in assets over the year, which offset the planned withdrawal of ISB customers. The fourth quarter of 2024 saw the continued migration of ISB (formerly RBC Investor Services in Europe) client portfolios to CACEIS platforms, following the effective merger of the legal entities with those of CACEIS on 31 May 2024. Client migration is now practically complete. On 19 December 2024, Crédit Agricole S.A. announced the signature of an agreement to acquire Santander’s 30.5% non-controlling stake in CACEIS, with the aim of full ownership.

Assets under custody increased by +4.5% at end-December 2024 compared with end September 2024, and by +12.1% compared with end December 2023, to reach €5,291 billion. Assets under administration also increased by +0.3% this quarter and were up +3.0% year-on-year, totalling €3,397 billion at end December 2024.

Results of the Large Customers division

In the fourth quarter of 2024, stated revenues of the Large Customers division once again reached a record level, with €2,108 million, up +8.9% compared with the fourth quarter of 2023, buoyed by an excellent performance in the Corporate and Investment Banking and Asset Servicing business lines.

Operating expenses increased (+7.4%) compared with the fourth quarter of 2023, due to IT investments and business development. As a result, the division’s gross operating income was up +11.6% compared with the fourth quarter of 2023 to €810 million. The division recorded an overall net provision for cost of risk of -€93 million in the fourth quarter of 2024, compared with additions of -€39 million in the fourth quarter of 2023. Stated pre-tax income totalled €723 million, an increase over the period (+4.7%). The tax charge was -€166 million. Lastly, stated Net income Group share came to €512 million in the fourth quarter of 2024, compared with stated income of €525 million in Q4 2023.

Over full-year 2024, stated revenues of the Large Customers division was a record high of €8,651 million, up +11.2% compared with the 2023 total. At -€5,039 million, operating expenses excluding SRF rose +11.8% compared with the same period in 2023, due mainly to IT investments and business development. Expenses for the year include ISB integration costs of -€97 million. Gross operating income stood at €3,612 million for full-year 2024, representing an increase of +22.0% compared to 2023. Over the period, the cost of risk recorded a net addition of -€117 million, compared to an addition of -€120 million in the same period in 2023. The business line’s contribution to stated Net income Group share was €2,448 million, a strong increase of +21.7% compared to full-year 2023.

The business line contributed 32% to the underlying net income Group share of Crédit Agricole S.A.’s core businesses (excluding the Corporate Centre division) at end-December 2024 and 31% to underlying revenues excluding the Corporate Centre.

At 31 December 2024, the equity allocated to the division was €14 billion and its risk-weighted assets were €147.8 billion.

Underlying RoNE (return on normalised equity) stood at 17.7% at the end of December 2024.

Corporate and Investment Banking results

In the fourth quarter of 2024, Corporate and Investment Banking stated revenues reached a record at €1,573 million, up +7.7% from the fourth quarter of 2023. This was a record fourth quarter for Corporate and Investment Banking. The specific items had an impact of -€23.7 million in the fourth quarter of 2024 (compared to +€7.8 million in the fourth quarter of 2023) and comprised the DVA, the issuer spread portion of the FVA, and secured lending for -€25.6 million (compared to +€6.0 million in the fourth quarter of 2023) and loan book hedging totalling +€1.9 million (compared to +€1.8 million in the fourth quarter of 2023).

Operating expenses rose by +6.3% to -€902 million, mainly due to IT investments and the development of business line activities. Gross operating income rose sharply by +9.7% compared to the fourth quarter of 2023, taking it to a high level of +€671 million. The cost/income ratio was 57.4%, a slight change of -0.8 percentage point over the period. The cost of risk recorded a net addition of -€86 million, higher than the fourth quarter 2023 (-€32 million). This level of allocations is driven by model effects. The overall level remains low with a cost of risk/outstandings of 7 basis points⁶⁶. Lastly, pre-tax income in the fourth quarter of 2024 stood at €586 million, versus €580 million in the fourth quarter of 2023 (up +1.0%). The tax charge stood at -€139 million. Lastly, stated net income Group share was down -7.1% at €437 million in the fourth quarter of 2024.

In 2024, stated revenues were up +7.6% to a record level of €6,568 million for the year, with balanced growth between Corporate and Investment Banking and on a very good level recorded for full-year 2023. The specific items over the period had an impact of +€28.5 million (compared to -€38.9 million in 2023) and comprised the DVA, the issuer spread portion of the FVA, and secured lending for +€20.2 million (compared to -€14.6 million in 2023) and loan book hedging totalling +€8.2 million, (compared to -€24.3 million in 2023).

Operating expenses excluding SRF rose +5.4%, mainly due to variable compensation and investments in IT and employees to support the development of the business lines. The cost/income ratio of 53.7% remained contained and below the MTP target. As a result, gross operating income of €3,040 million was up sharply (+22.3% compared with full-year 2023.) The cost of risk recorded a net addition of -€93 million for 2024, compared to a net addition of -€111 million for 2023. The income tax charge stood at -€748 million, up +29.4%. Lastly, stated net income Group share totalled €2,152 million for 2024, an increase of +22.7% over the period.

Risk weighted assets at the end of December 2024 amounted to €136.9 billion, up by +€8.3 billion compared to the end of September 2024, notably due to an unfavourable foreign exchange impact and rating.

Asset servicing results

In the fourth quarter of 2024, the revenues of Asset Servicing were up +12.7% compared to the fourth quarter of 2023, totalling €535 million. This rise was driven by high fee and commission income, itself driven by the increase in assets and by the favourable trend in net interest margin. Operating expenses rose by +9.8% to -€396 million, including -€2.7 million in scope effects linked to the consolidation of the remaining ISB entities and -€26.6 million in ISB integration costs restated as specific items (-€24.9 million in integration costs in the fourth quarter of 2023). Excluding these effects, the increase in expenses was +9.3% compared to the third quarter of 2023, linked to IT expenses and business growth. As a result, gross operating income was up by +21.7% to €139 million in the fourth quarter of 2024. Thus, the cost/income ratio stood at 74%, down -1.9 percentage point. Excluding ISB integration costs, it stood at 69.0%. Net income thus totalled €110 million, up +36.9% compared with the fourth quarter of 2023. Adjusted for the €35 million share of non-controlling interests, the business line’s contribution to net income Group share totalled €75 million in the fourth quarter of 2024, up +36.4% compared with the fourth quarter of 2023.

In 2024, revenues totalled €2,083 million, up +24.2% compared to the same period in 2023, buoyed by the integration of ISB, strong commercial momentum and a favourable trend in the interest margin over the period. Costs excluding SRF increased by +30.1% and stood at €1,511 million. They included a scope effect of -€207 million over the first six months of 2024 and -€97 million in ISB integration costs. Gross operating income was up +20.4% compared to full year 2023. The cost/income ratio stood at 72.6%, up 3.3 points compared to 2023. Excluding ISB integration costs, the cost/income ratio stood at 67.9%. Net income thus rose by +15.8%. The overall contribution of the business line to net income Group share at the end of December 2024 was €296 million, representing a +15.1% increase compared to full year 2023.

Specialised financial services activity

The commercial production of Crédit Agricole Personal Finance & Mobility (CAPFM) totalled €11.7 billion in the fourth quarter of 2024. This represents a decrease, mainly due to the Chinese market, of -2.9% compared to fourth quarter 2023. The share of automotive financing⁶⁷ in quarterly new business production stood at 50.2% this quarter. The average customer rate for production was up +5 basis points from the third quarter of 2024. CAPFM’s assets under management stood at €119.3 billion at the end of December 2024, up +5.6% compared to the end of December 2023, driven by all activities (Automotive +8.2%⁶⁸ with Crédit Agricole Auto Bank and Leasys, LCL and Regional Banks +5.3%; Other entities +3.2%). Lastly, consolidated outstandings totalled €69.1 billion at the end of December 2024, up +3.3% compared to the fourth quarter of 2023.

In January 2025, CAPFM announced the finalisation of the acquisition of 50% of GAC Leasing.

Crédit Agricole Leasing & Factoring (CAL&F) commercial production increased by +15.7% compared to the fourth quarter of 2023. It was driven by property leasing and renewable energy financing. Leasing outstandings rose +7.2% year-on-year, both in France (+5.9%) and internationally (+12.3%), to reach €20.3 billion at the end of December 2024 (of which €16.0 billion in France and €4.3 billion internationally). Commercial factoring production was up sharply, recording a twofold increase compared to the fourth quarter of 2023. It was driven by the signing of significant contracts both in France, where production increased by +32.5% in the fourth quarter of 2024 compared to the fourth quarter of 2023, and internationally, where production was multiplied by a factor of 3.5 in the fourth quarter of 2024 compared to the fourth quarter of 2023. Factoring outstandings at end-December 2024 were up +3.7% compared to end-December 2023, and factored revenues were up by +6.9% compared to the same period in 2023.

Specialised financial services’ results

The revenues of the Specialised Financial Services division were €915 million in the fourth quarter of 2024, up +4.0% compared to the fourth quarter of 2023. Expenses amounted to -€447 million, down -0.5% versus fourth quarter 2023 and down -1.4% excluding the base effect⁶⁹ related to the reorganisation of the Mobility activities at CAPFM in the fourth quarter of 2023. The cost/income ratio stood at 48.8%, up -2.2 percentage points compared to the same period in 2023. Gross operating income thus came to €468 million, up +8.6% compared to the fourth quarter of 2023. Cost of risk amounted to -€306 million, up +66.2% compared to the fourth quarter of 2023, with this quarter including model revisions at CAPFM, essentially leading to a -€50 million deterioration in unproven risk, and a -€30 million provision for legal risk of which UK car loans. Net income from equity-accounted entities rose +8.4% compared to the fourth quarter of 2023 to €43 million, with this quarter including around €14 million in non-recurring items. The change in value of goodwill was €0 million vs. €12 million in the fourth quarter of 2023, and excluding the base effect⁶⁹ related to the reorganisation of Mobility activities at CAPFM, there was no change. The division’s Net income Group share amounted to €124 million, down -43.1% compared to the same period in 2023, and down -8.4% excluding the base effect⁶⁹ related to the reorganisation of Mobility activities at CAPFM and excluding provisions for legal risks and model revisions in Q4-24 at CAPFM.

Over 2024, revenues for the Specialised Financial Services division fell by -2.2%, but rose by +6.8% excluding the base effect⁷⁰ related to the reorganisation of the Mobility activities at CAPFM, compared to 2023. This favourable trend was driven by a good performance in CAL&F (+6.8%) and by higher revenues for CAPFM excluding the base effect⁷⁰ (+6.8%), benefiting from the scope effects linked to the strategic pivot around Mobility at CAPFM, which led to the 100% consolidation of Crédit Agricole Auto Bank from the second quarter of 2023 and of ALD and LeasePlan activities in six European countries, as well as the acquisition of a majority stake in the capital of Hiflow in the third quarter of 2023. Costs excluding SRF increased by +6.4% compared to 2023. Expenses excluding SRF, the base effect⁷⁰ and scope effects rose by +2.3%. The cost/income ratio stood at 50.6%, or +4.1 percentage points versus the same period in 2023; excluding the base effect⁷⁰, the change was +0.3 percentage points. Cost of risk increased by +10.1% compared to 2023, to -€958 million, and increased by +21.9% excluding the base effect⁷⁰.This rise notably includes the impact of scope effects as well as -€50 million due to model revisions and a -€30 million provision for legal risk of which UK car loans in the fourth quarter of 2024 at CAPFM. The contribution from equity-accounted entities was down -3.3% versus the same period in 2023, and down -25.5% excluding the base effect⁷⁰, due to the full consolidation of Crédit Agricole Auto Bank in the second quarter of 2023, which was previously accounted for using the equity method. Net income on other assets amounted to -€12 million at the end of December 2024, compared to €71 million at the end of December 2023 and -€18 million excluding the base effect⁷⁰. The change in value of goodwill was €0 million for 2024 vs. €12 million for 2023, and excluding the base effect⁷⁰ related to the reorganisation of the Mobility activities at CAPFM, there was no change. Net income Group share thus came to €625 million, down -26.6% compared to 2023, and down -7.5% excluding the base effect⁷⁰ related to the reorganisation of the Mobility activities at CAPFM.

The business line contributed 8% to the underlying net income Group share of Crédit Agricole S.A.’s core businesses (excluding the Corporate Centre division) at end-December 2024 and 13% to underlying revenues excluding the Corporate Centre.

At 31 December 2024, the equity allocated to the division was €7.2 billion and its risk-weighted assets were €76.2 billion.

The underlying RoNE (return on normalised equity) stood at 8.1% for the 12 months of 2024.

Personal Finance and Mobility results

CAPFM revenues reached €722 million in the fourth quarter of 2024, up +4.5% compared to the fourth quarter of 2023, with a positive price effect thanks in particular to the production margin rate, which improved by +75 basis points in the fourth quarter of 2024 compared to the fourth quarter of 2023 (up +31 basis points compared to the third quarter of 2024), and with around €30 million in non-recurring items in the fourth quarter of 2024. Expenses were down by -0.7% and stood at -€347 million. They were down by -1.9% excluding the base effect⁷¹ related to the reorganisation of the Mobility activities compared to the same period in 2023. Gross operating income stood at €375 million, up +9.9%. The cost/income ratio stood at 48.1%, or -2.5 percentage points versus the same period in 2023 and -3.2 percentage points excluding the base effect⁷¹ related to the reorganisation of the Mobility activities. Cost of risk increased by +68.4% to -€286 million compared to the fourth quarter of 2023, with this quarter including model revisions leading essentially to a -€50 million deterioration in unproven risk, and a -€30 million provision for legal risk of which UK car loans. The cost of risk/outstandings thus stood at 127 basis points⁷², a deterioration of +6 basis points compared to the fourth quarter of 2023. The Non Performing Loans ratio was 4.7% at the end of December 2024, up +0.2 percentage point compared to the end of September 2024, while the coverage ratio reached 73.2%, down -1.0 percentage point compared to the end of September 2024. The contribution from equity-accounted entities rose by +9.7% compared to the same period in 2023. Excluding the base effect⁷¹ related to the reorganisation of the Mobility activities, the change in value of goodwill is zero, it stood at €12 million in the fourth quarter of 2023. As a result, net income Group share totalled €74 million in the fourth quarter of 2024, i.e. -56.2% compared to the same period the previous year. Excluding the base effect⁷¹ and excluding the legal provisions and model revisions, net income Group share was down -11.7%.

In 2024, CAPFM’s revenues totalled €2,764 million, down -4.3% compared with 2023, but up +6.8% excluding the base effect related to the reorganisation of the Mobility activities⁷³. Revenues benefited from scope effects related to the strategic pivot around Mobility that had resulted in the full consolidation of Crédit Agricole Auto Bank from the second quarter of 2023, the acquisition of ALD and LeasePlan activities in six European countries, and the acquisition of a majority stake in the capital of Hiflow in the third quarter of 2023. Expenses excluding SRF stood at -€1,382 million, an increase of +7.0% on 2023. Expenses excluding SRF, excluding the base effect⁷³ and scope effects, were up +1.7%. Gross operating income therefore came in at €1,382 million, which was a drop of -12.8% but an increase of +6.4% excluding the base effect⁷³. The cost/income ratio stood at 50.0%, or +5.3 percentage points versus the same period in 2023; excluding the base effect⁷³, the change was +0.7 percentage points. Cost of risk increased by +8.6% compared with 2023, to -€877 million, and rose +21.3% when the base effect⁷³ is excluded. This rise notably includes the impact of scope effects as well as a model revision leading essentially to a -€50 million deterioration in unproven risk, and a -€30 million provision for legal risk of which UK car loans. The contribution from equity-accounted entities was down -0.8% versus the same period in 2023, and down -22.9% excluding the base effect⁷³ related to the scope effects of Crédit Agricole Auto Bank, which was fully consolidated in the second quarter of 2023 having previously been accounted for using the equity method. Net income on other assets was down -€82.1 million between 2024 and 2023. However, excluding the base effect⁷³, it was up +€7 million. The change in value of goodwill was €0 million for 2024 against €12 million for 2023, and excluding the base effect⁷³ related to the reorganisation of the Mobility activities, there was no change. As a result, net income Group share stood at €422 million for 2024, a decline of -37.5% from the same period one year earlier. Excluding the base effect⁷³, net income Group share was down -15.4% from the same period in 2023.

Leasing & Factoring results

CAL&F’s revenues totalled €193 million, up +1.9% compared with the fourth quarter of 2023. This increase was driven by factoring, which benefited from positive volume effects (increase in factored revenues). Expenses remained stable with an increase of +0.4%, while the cost/income ratio stood at 51.7%, an improvement of -0.8 percentage points from the fourth quarter of 2023. Gross operating income rose +3.5% to €93 million, with a positive jaws effect of +1.5 percentage points. Cost of risk totalled -€20 million, up +40.1% compared to the same period in 2023. This rise was mainly due to the small business and SME markets. Cost of risk/outstandings stood at 24 basis points⁷², up +4 basis points compared to fourth quarter 2023. As a result, net income Group share was €50 million, up +1.7% compared with the fourth quarter of 2023.

In 2024, revenues totalled €756 million, an increase of +6.8% compared to 2023. Costs excluding SRF increased by +4.3% to €398 million. Gross operating income rose significantly, +15.1% compared to 2023, to €358 million. The underlying cost/income ratio excluding SRF amounted to 52.6%, an improvement of -1.2 percentage points compared to 2023. The cost of risk increased by +29.7%, compared to the same period in 2023, to -€81 million. Net income Group share was €203 million, up +15.0% compared to the year 2023.

Crédit Agricole S.A. Retail Banking activity

Activity in Crédit Agricole S.A.’s Retail Banking business was solid during the quarter, with an increasing number of customers taking out insurance policies. Home loan production in France is steadily recovering, while continuing to rise for corporate loans. Outside France, loan activity was dynamic.

Retail banking activity in France

In the fourth quarter of 2024, activity remained strong with the upturn in mortgage lending and non-remunerated demand deposits which rose over the quarter. Customer acquisition is dynamic, with 60,000 new customers this quarter.

The equipment rate for car, multi-risk home, health, legal, all mobile devices or personal accident insurance rose by +0.4 percentage points to stand at 27.9% at end-December 2024.

Loan production totalled €8.5 billion, representing a year-on-year increase of +34.2%. The fourth quarter of 2024 confirmed the recovery in home loan production (+59.3% compared to the fourth quarter of 2023 and +10.6% compared to the third quarter of 2023), boosted by the proactive pricing policy. The average production rate for home loans came to 3.24%, down -14 basis points from the third quarter of 2024 and -92 basis points year on year. The home loan stock rate improved by +5 basis points over the quarter and by +18 basis points year on year. The strong momentum continued in the corporate market (+28.9% year on year) and the small business market (+19.3% year on year) but slowed for the consumer segment (-8.2%), in a challenging economic environment.

Outstanding loans stood at €171 billion at end-December 2024, representing a +1.1% increase quarter-on-quarter and year-on-year (of which +1.3% for home loans, +0.8% for loans to professionals, +0.7% for loans to corporate). Customer assets totalled €255.0 billion at end-December 2024, up +3.0% year on year, driven by non-remunerated deposits and off-balance sheet funds. Customer assets also rose +0.7% during the quarter, thanks to the increase in demand deposit volumes (+1.1% compared with end-September 2024) in a still-uncertain environment, as well as term deposits (+1.2% compared with end-September 2024). Off-balance sheet deposits benefited from a positive year-on-year market effect across all segments and positive net inflows in life insurance.

Retail banking activity in Italy

In the fourth quarter of 2024, CA Italia posted gross customer capture of 45,000.

Loan outstandings at CA Italia stood at €62.1 billion at end-December 2024⁷⁴, up +1.7% compared with end-December 2023. This was despite the downturn in the Italian market⁷⁵, driven by the retail segment, which posted an increase in outstandings of 3.2%, and the corporate segment, which recorded an increase in outstandings of 3.6%. Loan production, buoyed by the solid momentum in all markets, rose +4.5% compared with the fourth quarter of 2023. Home loan production was good but nevertheless recorded a decline compared to a very high fourth quarter in 2023 (-6.3%). The loan stock rate fell by -20 bp on the third quarter of 2024, but was down less sharply than market rates.

Customer assets at end-December 2024 totalled €120 billion, up +3.6% compared with end-December 2023; on-balance sheet deposits were relatively unchanged from the previous year at +0.5%, while the cost of ressources decreased. Lastly, off-balance sheet deposits rose +7.7%, benefiting from a market effect and positive net inflows.

CA Italia’s equipment rate in car, multi-risk home, health, legal, all mobile devices or personal accident insurance increased to 20.0%, up 1.2 percentage points compared with the fourth quarter of 2023.

Crédit Agricole Group activity in Italy⁷⁶

The Group’s business lines in Italy continued to grow throughout 2024. They served 6.1 million customers at end-December 2024, and the Group’s market share stood at 5%⁷⁷ in Italy at end-2024.

Crédit Agricole Italia has the best NPS among commercial banks.⁷⁸ The Group’s business lines were ranked 2^nd in consumer finance⁷⁹, 3^rd in asset management⁸⁰, and 4^th in life bancassurance⁸¹.

Loans outstanding stood at €102 billion at end-December 2024 (+2% versus end-December 2023). Total customer assets stood at €340 billion at end-December 2024 (+2.7% compared to end-December 2023).

International Retail Banking activity excluding Italy

For International Retail Banking excluding Italy, loan outstandings were stable at -0.2% at current exchange rates at end-December 2024 compared with end-December 2023 (+5.2% at constant exchange rates). Customer assets rose by +1.2% over the same period at current exchange rates (+8,9% at constant exchange rates).

In Poland in particular, loan outstandings increased by +3.8% versus December 2023 (+2.1% at constant exchange rates) and customer assets by +7.5% (+9.3% at constant exchange rates), against a backdrop of fierce competition for deposits. Loan production in Poland also remained strong, rising +9% compared with the fourth quarter of 2023 at current exchange rates (+6.3% at constant exchange rates).

In Egypt, loan outstandings fell -16.4% between end-December 2024 and end-December 2023 (+29.3% at constant exchange rates). Over the same period, inflows fell by -26.8% but were still up +13.2% at constant exchange rates.

The surplus of deposits over loans in Poland and Egypt amounted to €2.4 billion at 31 December 2024, and totalled €4.1 billion including Ukraine.

French retail banking results

In the fourth quarter of 2024, LCL’s revenues stood at €960 million, stable (+0.1%) compared with the fourth quarter of 2023 (+0.8% excluding the reversal of the provision for Home Purchase Saving Plans in the fourth quarter of 2023⁸²). The increase in fee and commission income (+8.4% Q4/Q4) was driven by all activities (excluding securities management), but mainly by strong momentum in cash flow and card premiums. NIM was down -7.7% Q4/Q4 (-6.6% excluding the reversal of the provision for Home Purchase Saving Plans in the fourth quarter of 2023⁸²). This quarter, the net interest margin was boosted by higher lending yields (stock repricing +18 bp Q4/Q4 and +5 bp Q4/Q3) making it possible to offset the increased cost of resources and a lower contribution from macro-hedging.

Expenses were down by -1.1% and stood at -€647 million, benefiting in particular from a positive base effect (non-recurring items recorded in Q4 2023 including provisions on HR, property and IT components) making it possible to offset continued investments linked to IT and external expenditure (marketing, communication). The cost/income ratio stood at 67.4%, down 0.8 percentage point compared to fourth quarter 2023. Gross operating income rose by +2.7% to €313 million.

The cost of risk was down -19.3% compared with the fourth quarter of 2023 to -€78 million (including -€42 million in cost of risk on performing loans, -€36 million in proven risk), cost of risk/outstandings remained stable at 22 basis points, in a context of a deterioration for SMEs and small businesses. The coverage ratio stood at 62.6% at end-December 2024 (+2.8 percentage point compared with end-September 2024). The non-performing loans ratio was 2.0% at end December 2024, -0.1 percentage point compared to end September 2024. As a result, net income Group share increased by +13.1% compared with the fourth quarter of 2024 (+16.3% excluding the Home Purchase Saving Plan base effect⁸²).

For the year 2024, LCL revenues were up +0.6% compared to 2023, totalling €3,872 million (+2.6% excluding the Home Purchase Saving Plan base effect⁸³). The net interest margin was down -1.6% (+1.3% excluding the Home Purchase Saving Plan base effect⁸³), benefiting from gradual loan repricing, making it possible to offset the increased cost of resources. Fee and commission income was up +2.7% compared to 2024 (+3.9% excluding the Cheque Image base effect⁸⁴ in 2023), particularly on life insurance segments supported by the increase in assets in a positive market context, on non-life insurance linked to property and casualty insurance, and on payment instruments and account management. Costs excluding SRF were up +2.2% due to continued investments linked to IT and external expenditure (marketing, communication). The cost/income ratio excluding SRF stood at 63.2% (+1.0 percentage point compared with 2023). Gross operating income grew by +1.0% year on year. Cost of risk increased by +24.0%, impacted by the rise in proven risk on the corporate market, including corporate-specific files and on the retail market (small businesses and consumer finance). All in all, the business line’s contribution to net income Group share stood at €790 million, down -5.4% (+1.8% excluding the Home Purchase Saving Plan base effect and Cheque Image fine reversal)

In all, the business line contributed 10% to the underlying net income Group share of Crédit Agricole S.A.’s core businesses (excluding the Corporate Centre division) in 2024 and 14% to underlying revenues excluding the Corporate Centre.

At 31 December 2024, the equity allocated to the business line stood at €5.4 billion and risk-weighted assets amounted to €56.8 billion. LCL’s underlying return on normalised equity (RoNE) stood at 13.7% in 2024.

International Retail Banking results⁸⁵

In the fourth quarter of 2024, revenues for International Retail Banking totalled
€969 million, stable (-0.5% at current exchange rates, +2.8% at constant exchange rates) compared with the fourth quarter of 2023. Operating expenses were under control at €568 million, down -9.5% (-8.3% at constant exchange rates). Gross operating income consequently totalled €401 million, up +15.7% (+24.6% at constant exchange rates) for the period. Cost of risk amounted to -€100 million, down -2.5% compared with the fourth quarter of 2023 (-0.5% at constant exchange rates).

All in all, net income Group share for CA Italia, CA Egypt, CA Poland and CA Ukraine amounted to €158 million in the fourth quarter of 2024, up +54% (+68.6% at constant exchange rates).

For full-year 2024, International Retail Banking revenues rose by +2.8% to €4,059 million (+1.0% at constant exchange rates). Expenses excluding SRF were under control at -€2,148 million, an increase of +1.4% on 2023. Gross operating income totalled €1,911 million, up +6.7% (+5.3% at constant exchange rates). The cost of risk fell by -32.5% (-21.2% at constant exchange rates) -€313 million compared to 2023. All in all, net income Group share of International Retail Banking was €836 million, compared with €703 million in 2023.

In full-year 2024 the International Retail Banking business line contributed 11% to the underlying net income Group share of Crédit Agricole S.A’s core businesses. (excluding the Corporate Centre) and 15% to underlying revenues excluding the Corporate Centre.

As at 31 December 2024, the capital allocated to International Retail Banking was €4.5 billion and risk-weighted assets totalled €46.9 billion.

Results in Italy

In fourth quarter 2024, Crédit Agricole Italia’s revenues stood at €733 million, up +2.7% from fourth quarter 2023. The net interest margin was relatively stable from fourth quarter 2023 (-0.2% compared to fourth quarter 2023) and fee and commission income (-0.1%) benefited from the strong momentum of fee and commission income on assets under management (+18.8% compared to fourth quarter 2023). Operating expenses, excluding DGS, were stable at +0.8% compared to the fourth quarter of 2023.

Cost of risk amounted to -€76 million in the fourth quarter of 2024, down -21.2% from the fourth quarter of 2023, and corresponded almost entirely to provisions for proven risk. Cost of risk/outstandings⁸⁶ stood at 40 basis points, an improvement of four basis points compared with the third quarter of 2024. The Non Performing Loans ratio improved compared with the third quarter of 2024 to stand at 2.9%, while the coverage ratio was 75.1% (+1.5 percentage points compared with the third quarter of 2024). Net income Group share for CA Italia was €112 million, up +74.3% compared to the fourth quarter of 2023.

In full-year 2024, revenues for Crédit Agricole Italia rose by +1.3% to €3,056 million. Expenses excluding SRF and DGS (deposit guarantee fund in Italy) were under control at €1,602 million, up +0.1% compared with full-year 2023. Gross operating income stood at €1,396 million, a slight increase of +6.1% compared to 2023. The cost of risk amounted to -€246 million, down -25.5% compared to 2023. As a result, the net income Group share of CA Italia totalled €608 million, an increase of +12.7% compared to 2023.

CA Italy’s underlying RoNE (return on normalised equity) was 20,8% at 31 December 2024.

Results for Crédit Agricole Group in Italy⁸⁷

For full-year 2024, the underlying net income Group share of entities in Italy was €1,254 million, up 20% compared to 2023. This reflects the ongoing momentum of the various business lines, particularly Retail Banking, Asset Gathering, and Large Customers. The breakdown by business line is as follows: Retail Banking 49%; Specialised Financial Services 18%; Asset Gathering and Insurance 21%; and Large Customers 12%. Lastly, Italy’s contribution to the net income Group share of Crédit Agricole S.A. in full-year 2024 was 16%.

International Retail Banking results – excluding Italy

In the fourth quarter of 2024, revenues for International Retail Banking excluding Italy totalled €236 million, up -9.3% (+3.3% at constant exchange rates) compared to the fourth quarter of 2023. Revenues in Poland were up +2.5% on the fourth quarter of 2023 (+0.1% at constant exchange rates), boosted by a higher net interest margin. Revenues in Egypt fell (-21.5% compared with the fourth quarter of 2023) due to foreign exchange rate movements (depreciation of the Egyptian pound) but were particularly buoyant at constant exchange rates (+25%), benefiting from a sharp increase in the interest margin. Operating expenses for International Retail Banking excluding Italy amounted to €126 million, down -1.3% compared with the fourth quarter of 2023 (+5.1% at constant exchange rates). Gross operating income amounted to €110 million, a decrease of -17.1% (+1.9% at constant exchange rates) compared with the fourth quarter of 2023. The cost of risk was stable at -€24 million, versus -€6 million in fourth quarter 2023. Furthermore, at end December 2024, the coverage ratio for loan outstandings remained high in Poland and Egypt, at 124% and 151% respectively. In Ukraine, the local coverage ratio remains prudent (409%). All in all, the contribution of International Retail Banking excluding Italy to net income Group share was €46 million, up 20.2% compared with the fourth quarter of 2023 at current exchange rates (+56.4% at constant exchange rates).

In full-year 2024, revenues for International Retail Banking excluding Italy totalled €1,003 million, up +7.7% (+19.0% at constant exchange rates) compared to 2023, driven by the increase in the net interest margin. Revenues in Poland increased dynamically by +21% compared to 2023 (+15% at constant exchange rates) driven by net interest margin and commissions. Revenues in Egypt decreased slightly by -3% at current exchange rates compared to 2023, taking into account the evolution of exchange rates (in a context of devaluation of the EGP currency) but remain very well oriented at constant exchange rates (+43% compared to 2023), benefiting from a strong increase in the interest margin. Operating expenses amounted to -€488 million, up +6.9% compared with 2023 (+10.6% at constant exchange rates). The cost/income ratio at end-December 2024 was 48.6% (an improvement of 0.4 points on the cost/income ratio at end-December 2023). Thanks to strong growth in revenues, gross operating income came to €515 million, up 8.5% (+28.1% at constant exchange rates) from 2023. Cost of risk amounted to -€67 million, down -50.0% (-49.1% at constant exchange rates) compared to 2023. All in all, International Retail Banking excluding Italy contributed €228 million to net income Group share.

The underlying RoNE (return on normalised equity) of Other IRB (excluding CA Italy) stood at 29.5% at 31 December 2024.

At 31 December 2024, the entire Retail Banking business line contributed 21% to the underlying net income Group share of Crédit Agricole S.A.’s core businesses (excluding the Corporate Centre division) and 29% to underlying revenues excluding the Corporate Centre.

At 31 December 2024, the division’s equity amounted to €9.9 billion. Its risk-weighted assets totalled €103.7 billion.

Corporate Centre results

The net income Group share of the Corporate Centre was +€18 million in the fourth quarter of 2024, up +€236 million compared with the fourth quarter of 2023. The positive contribution of the Corporate Centre division can be analysed by distinguishing between the “structural” contribution (-€26 million) and other items (+€44 million).
The contribution of the “structural” component (-€26 million) was up by +€193 million compared with the fourth quarter of 2023 and can be broken down into three types of activity:

The activities and functions of the Corporate Centre of the Crédit Agricole S.A. Parent Company. This contribution amounted to -€354 million in the fourth quarter of 2024, down -€116 million, mainly due to a negative corporate income tax catch-up effect of -€91 million.
The business lines that are not part of the core businesses, such as CACIF (private equity), CA Immobilier, CATE and BforBank (equity-accounted). They contributed +€315 million in the fourth quarter 2024, up +€297 million from the fourth quarter of 2023. This was due to the negative impact of the revaluation of Banco BPM shares for +234 million in revenues (+€271m in the fourth quarter of 2024 compared to +€37m in the fourth quarter of 2023), as well as an interim dividend of +€60 in revenues.
Group support functions. Their contribution amounted to +€12 million this quarter (+€12 million compared with the fourth quarter of 2023).

The contribution of “other items” was up +€43 million compared with the fourth quarter of 2023.
The “internal margins” effect at the time of the consolidation of the insurance activity at the Crédit Agricole level was accounted for through the Corporate Centre. Over the quarter, the impact of internal margins was -€198 million in revenues and +€198 million in expenses.

Over 2024, the underlying net income Group share of the Corporate Centre division was -€488 million, up +€105 million compared with 2023. The structural component contributed -€539 million, and other items of the division recorded a positive contribution of +€51 million over the year.
The “structural” component contribution was up €160 million compared with 2023 and can be broken down into three types of activities:

The activities and functions of the Corporate Centre of the Crédit Agricole S.A. Parent Company. This contribution amounted to -€1,120 million in 2024, down -€202 million compared to 2023, including a base effect of -€171 million related the reversal of the provision for Home Purchase Saving Plans recognised in the third quarter of 2023 as well as -€42 million relating to the reversal of the Cheque Image Exchange fine in the second quarter of 2023;
Business lines not attached to the core businesses, such as CACIF (private equity) and CA Immobilier and BforBank: their contribution, which stood at +€549 million in 2024, was up +€343 on 2023. This increase was primarily due to the end of the SRF building-up period (+€77 million) and the impact of the valuation and dividend of Banco BPM shares for +€387 million;
The Group’s support functions: their contribution for 2024 was +€32 million, up +€19 million compared to 2023.

The contribution of “other items” was down -€55 million compared to 2023.
The “internal margins” effect at the time of the consolidation of the insurance activity at the Crédit Agricole level was accounted for through the Corporate Centre. Over the year, the impact of internal margins was -€832 million in revenues and +€832 million in expenses.

At 31 December 2024, risk-weighted assets stood at €30.0 billion.

Financial strength

Crédit Agricole Group

At 31 December 2024, the phased-in Common Equity Tier 1 (CET1) ratio of Crédit Agricole Group was 17.2%, a decrease of -0.2 percentage point compared to end-September 2024. Therefore, the Crédit Agricole Group posted a substantial buffer of 7.4 percentage points between the level of its CET1 ratio and the 9.8% SREP requirement. The fully loaded CET1 ratio was 17.1%.
During the fourth quarter 2024:

The CET1 ratio benefited from an impact of +25 basis points related to retained earnings.
Changes in risk weighted assets related to business line organic growth impacted the Group’s CET1 ratio by -28 basis points (see below), mainly due to a rating effect of -15 basis points.
Methodology, M&A and other effects had a negative impact of -14 basis points and included, in particular, the -12 basis point Basel 4 impact relating to the consolidation of leasing activities.

The phased-in Tier 1 ratio stood at 18.3%, while the phased-in total ratio was 20.9% at end-December 2024.
The phased-in leverage ratio stood at 5.5%, remaining stable compared with end-September 2024, well above the regulatory requirement of 3.5%.
Risk-weighted assets for the Crédit Agricole Group amounted to €653 billion, up +€17.5 billion compared with 30 September 2024. The change can be broken down by business line as follows: Retail Banking +6.9 billion (including +4.1 billion in negative rating effects on LCL and the Regional Banks, Asset Gathering -1.3 billion, Specialised Financial Services +4.3 billion, Large Customers +7.3 billion (impacted by foreign exchange and negative rating effects) and Corporate Centre +0.3 billion.

Maximum Distributable Amount (MDA and L-MDA) trigger thresholds

The transposition of Basel regulations into European law (CRD) introduced a restriction mechanism for distribution that applies to dividends, AT1 instruments and variable compensation. The Maximum Distributable Amount (MDA, the maximum sum a bank is allowed to allocate to distributions) principle aims to place limitations on distributions in the event the latter were to result in non-compliance with combined capital buffer requirements.

The distance to the MDA trigger is the lowest of the respective distances to the SREP requirements in CET1 capital, Tier 1 capital and total equity.

At 31 December 2024, Crédit Agricole Group posted a buffer of 666 basis points above the MDA trigger, i.e. €44 billion in CET1 capital.

Failure to comply with the leverage ratio buffer requirement would result in a restriction of distributions and the calculation of a maximum distributable amount (L-MDA).

At 31 December 2024, Crédit Agricole Group posted a buffer of 197 basis points above the L-MDA trigger, i.e. €43 billion in Tier 1 capital. At the Crédit Agricole Group level, it is the distance to the L-MDA trigger that determines the distance to distribution restriction.

At 31 December 2024, Crédit Agricole S.A. posted a buffer of 296 basis points above the MDA trigger, i.e. 12 billion in CET1 capital. Crédit Agricole S.A. is not subject to the L-MDA requirement.

TLAC

Crédit Agricole Group must comply with the following TLAC ratio requirements at all times:

a TLAC ratio above 18% of risk-weighted assets (RWA), plus – in accordance with EU directive CRD 5 – a combined capital buffer requirement (including, for Crédit Agricole Group, a 2.5% capital conservation buffer, a 1% G-SIB buffer, the counter-cyclical buffer set at 0.77% and the 0.05% systemic risk buffer for CA Group at 31 December 2024). Considering the combined capital buffer requirement, Crédit Agricole Group must adhere to a TLAC ratio of above 22.3%;
a TLAC ratio of above 6.75% of the Leverage Ratio Exposure (LRE).

The Crédit Agricole Group’s 2025 target is to maintain a TLAC ratio greater than or equal to 26% of RWA excluding eligible senior preferred debt.

At 31 December 2024, Crédit Agricole Group’s TLAC ratio stood at 26.9% of RWA and 8.0% of leverage ratio exposure, excluding eligible senior preferred debt⁸⁸, which is well above the requirements. The TLAC ratio, expressed as a percentage of risk-weighted assets, decreased by 40 basis points over the quarter, due to risk-weighted assets increasing more rapidly than equity and eligible items over the period. Expressed as a percentage of leverage exposure (LRE), the TLAC ratio was down 20 basis points compared with September 2024.

The Group thus has a TLAC ratio excluding eligible senior preferred debt that is 460 basis points higher, i.e. €30 billion, than the current requirement of 22.3% of RWA.

At end-December 2024, €10.4 billion equivalent had been issued in the market (senior non-preferred and Tier 2 debt) as well as €2.5 billion of AT1. The amount of Crédit Agricole Group senior non-preferred securities taken into account in the calculation of the TLAC ratio was €34.5 billion.

MREL

The required minimum levels are set by decisions of resolution authorities and then communicated to each institution, then revised periodically. At 31 December 2024, Crédit Agricole Group has to meet a minimum total MREL requirement of:

22.01% of RWA, plus – in accordance with EU directive CRD 5 – a combined capital buffer requirement (including, for Crédit Agricole Group, a 2.5% capital conservation buffer, a 1% G-SIB buffer, the counter-cyclical buffer set at 0.77% and the 0.05% systemic risk buffer for CA Group at 31 December 2024). Considering the combined capital buffer requirement, the Crédit Agricole Group has to meet to a total MREL ratio of above 26.3%;
6.25% of the LRE.

At 31 December 2024, the Crédit Agricole Group had a total MREL ratio of 32.4% of RWA and 9.7% of leverage exposure, well above the requirement.

An additional subordination requirement (“subordinated MREL”) is also determined by the resolution authorities and expressed as a percentage of RWA and LRE. At 31 December 2024, this subordinated MREL requirement for the Crédit Agricole Group was:

18.25% of RWA, plus a combined capital buffer requirement. Considering the combined capital buffer requirement, the Crédit Agricole Group has to meet to a subordinated MREL ratio of above 22.6%;
6.25% of leverage exposure.

At 31 December 2024, Crédit Agricole Group had a subordinated MREL ratio of 26.9% of RWA and 8.0% of leverage exposure, well above the requirement.

The distance to the maximum distributable amount trigger related to MREL requirements (M-MDA) is the lowest of the respective distances to the MREL, subordinated MREL and TLAC requirements expressed in RWA.

At 31 December 2024, Crédit Agricole Group had a buffer of 430 basis points above the M-MDA trigger, i.e. €28 billion in CET1 capital; the distance to the M-MDA trigger corresponds to the distance between the subordinated MREL ratio and the corresponding requirement.

Crédit Agricole S.A.

At 31 December 2024, Crédit Agricole S.A.’s solvency ratio was higher than the Medium-Term Plan target, with a phased-in Common Equity Tier 1 (CET1) ratio of 11.7%, stable compared to end-September 2024. Crédit Agricole S.A. therefore had a comfortable buffer of 3.0 percentage points between the level of its CET1 ratio and the 8.6% SREP requirement. The fully loaded CET1 ratio was 11.6%.
During the fourth quarter 2024:

The CET1 ratio benefited this quarter from a positive impact of +19 basis points linked to retained earnings. This impact corresponds to net income Group share net of AT1 coupons (impact of +38 basis points) and of the distribution of 50% of earnings, i.e. a provision for dividends of 27 euro cents per share in third quarter 2024 (-20 basis points).
Changes in risk-weighted assets related to business line organic growth impacted the CET1 ratio by -12 basis points, of which a rating effect of -10 basis points in Corporate and Investment Banking and French Retail Banking.
- Methodology, M&A and other effects had a negative impact of -13 basis points and included, in particular, the -12 basis point Basel 4 impact relating to the consolidation of leasing activities.
The phased-in leverage ratio was 3.9% at end-December 2024, up +0.1 percentage point compared to end-September 2024 and above the 3% requirement.

The phased-in Tier 1 ratio stood at 13.4% and the phased-in total ratio at 17.4% this quarter.
Risk weighted assets for Crédit Agricole S.A. amounted to 415 billion at end of December 2024, up by +€12.9 billion compared to 30 September 2024. The change can be broken down by core business line as follows:

The Retail Banking divisions showed an increase of +€2.1 billion, particularly in France, with a rating effect at LCL of +€1.9 billion.
Asset Gathering posted a decrease of -€1.2 billion essentially for Insurance due to the impact of the interim dividend.
Specialised Financial Services increased by +€4.3 billion, due to the Basel 4 impact of consolidation of leasing activities
Large Customers recorded an increase in risk-weighted assets of +€7.4 billion over the quarter, mainly as a result of the growth of the Corporate and Investment Banking business lines, and negative foreign exchange effects (+€2.7 billion) and ratings (+€1.5 billion).
The Corporate Centre divisions posted an increase in risk-weighted assets of +€0.4 billion.

Liquidity and Funding

Liquidity is measured at Crédit Agricole Group level.

Preliminary presentation information:

At 31 December 2024, changes have been made to the liquidity balance sheet:

In assets, the section “Cash and Central Bank deposits (including mandatory reserves)”, eligible to LCR, was reduced to “Central Bank deposits (without Cash and mandatory reserves)”, for consistency with the presentation of Liquidity reserves, which exclude Cash and mandatory reserves. The latter have been reclassified under stable application of funds for the surplus of stable funding resources over stable application of funds, in the section “Net working capital” (see Infra). This methodological change had a negative impact on the indicator of €16 billion;
In assets, the sections “Interbank assets” and “Reverse repos (net) and other ST” in the banking book have been merged into a single section called “Treasury assets”;
In liabilities, the “Customer-related funds” section now only contains customer deposits eligible for the Stable Resources Position indicator⁸⁹, and bonds issued by Group entities through its retail networks as well as national or supranational borrowings are now listed in the “LT debt” section (formerly called “MLT market funds”);
The sections “Tangible and intangible assets” previously in assets and “Equity and similar” previously in liabilities are netted in a single section called “Net working capital” in liabilities. The later now also includes the difference between accrued liabilities and accrued interests, which were historically included in the section “Reverse repos and other ST”. This reclassification had a positive impact on the surplus of stable funding resources over stable application of funds of €3 billion.

In addition, the following changes have been made to the breakdown of long-term debt (considered within the meaning of banking activities) from the 31 December 2024:

Senior Preferred bonds issued by Group entities through its retail networks are classified within other debt with the same ranking issued on the market;
National or supranational borrowings are classified as senior secured debt.

Comments on the liquidity position:

Diversified and granular customer deposits has increased by +2% over the quarter (€1,152 billion at 31 December 2024). The stabilisation of the breakdown in deposits continues this quarter in France.

The Group’s liquidity reserves, at market value and after haircuts⁹⁰, amounted to €473 billion at 31 December 2024, up +€7 billion compared to 30 September 2024.

Liquidity reserves (without Cash and Central Bank deposits) covered more than twice the short term debt net of treasury assets.

This increase in liquidity reserves is notably explained by:

The increase in the securities portfolio (HQLA and non-HQLA) for +€24 billion, due to the subscription of additional securities (instead of Central Banks deposits, Cf. Infra) and to the change in haircuts to better reflect the economic reality of central bank value;
The decrease of collateral already pledged to Central Banks and unencumbered for -€12 billion since additional private non-financial corporate claims (ACC Corpo) are no longer eligible to ECB funding from Q4.

Crédit Agricole Group also continued its efforts to maintain immediately available reserves (after recourse to ECB financing). Central bank eligible non-HQLA assets after haircuts amounted to €139 billion.

Standing at €1,685 billion at 31 December 2024, the Group’s liquidity balance sheet shows a surplus of stable funding resources over stable application of funds of €177 billion, down -€12 billion compared with end-September 2024. This surplus remains well above the Medium-Term Plan target of €110bn-€130bn.

Long term debt was €305 billion at 31 December 2024, up from pro-forma end-September 2024.

This included:

Senior secured debt of €84 billion;
Senior preferred debt of €159 billion, up +€10 billion, of which €7.5 billion due to the consolidation of CAPFM’s car lease subsidiaries in compliance with CRR3 regulation;
Senior non-preferred debt of €37 billion;
And Tier 2 securities of €25 billion.

Credit institutions are subject to a threshold for the LCR ratio, set at 100% on 1 January 2018.

At 31 December 2024, the end of month LCR ratios were 127% for Crédit Agricole Group (representing a surplus of €66 billion) and 131% for Crédit Agricole S.A. (representing a surplus of €64 billion). They were higher than the Medium-Term Plan target (around 110%). The LCR ratio was lower in December given higher one-month net outflows weighing on the denominator of the ratio.

In addition, the NSFR of Crédit Agricole Group and Crédit Agricole S.A. exceeded 100%, in accordance with the regulatory requirement applicable since 28 June 2021 and above the Medium-Term Plan target (>100%).

The Group continues to follow a prudent policy as regards medium-to-long-term refinancing, with a very diversified access to markets in terms of investor base and products.

At 31 December 2024, the Group’s main issuers raised the equivalent of €32.7 billion⁹¹in medium-to-long-term debt on the market, 81% of which was issued by Crédit Agricole S.A.

In particular, the following amounts are noted for the Group excluding Crédit Agricole S.A.:

Crédit Agricole Assurances issued €750 million in Tier 2 10-year bullet subordinated and made a tender offer on two subordinated perpetual issuances (FR0012444750 & FR0012222297) for €788.5 million in September;
Crédit Agricole Personal Finance & Mobility issued:
- €2 billion equivalent in EMTN issuances and €0.9 billion in securitisations through Crédit Agricole Auto Bank (CAAB);
- €0.7 billion in securitisations through Agos;
Crédit Agricole Italia issued two senior secured debt issuances for a total of €1.5 billion, of which €500 million in Green Bond format;
Crédit Agricole next bank (Switzerland) issued three tranches in senior secured format for a total of 300 million Swiss francs, of which 100 million Swiss francs in Green Bond format

At 31 December 2024, Crédit Agricole S.A. raised the equivalent of €24.1 billion through the market⁹²^,⁹³.

The bank raised the equivalent of €24.1 billion, of which €7.3 billion in senior non-preferred debt and €3.1 billion in Tier 2 debt, as well as €7.2 billion in senior preferred debt and €6.5 billion in senior secured debt at end-December. The financing comprised a variety of formats and currencies, including:

€6.3 billion⁹⁴^,⁹⁵;
6.35 billion⁹⁶ US dollars (€5.8 billion equivalent);
1.1 billion pounds sterling (€1.3 billion equivalent);
230 billion Japanese yen (€1.4 billion equivalent);
0.8 billion Swiss francs (€0.8 billion equivalent);
1.75 billion Australian dollars (€1.1 billion equivalent);
7 billion renminbi (€0.9 billion equivalent).

At end-December, Crédit Agricole S.A. had issued 64%⁹⁷^,⁹⁸ of its funding plan in currencies other than the euro.

In addition, on 2 January 2024, Crédit Agricole S.A. issued a PerpNC6 AT1 bond for €1.25 billion at an initial rate of 6.5% and, on 24 September 2024, a PerpNC10 AT1 bond for $1.25 billion at an initial rate of 6.7%.

The 2025 MLT market funding programme was set at €20 billion, with equilibrium between senior preferred or senior secured debt and senior non-preferred or Tier 2 debt.

The programme was 30% completed at 31 January 2025, with:

€0.5 billion in senior secured debt;
€0.3 billion equivalent in senior preferred debt;
€4.6 billion equivalent in senior non-preferred debt;
€0.7 billion equivalent in Tier 2 debt.

Economic and financial environment

2024 retrospective

Continuing trend of disinflation and monetary easing

The global context remained contentious and eruptive, marked by significant geopolitical tensions and ongoing open conflicts such as the wars in Ukraine and the Middle East, which began in February 2022 and October 2023, respectively. On their emergence, these conflicts had caused tensions for upstream prices, particularly for grain, gas and maritime transport. These sharp price increases combined with sources of inflation arising from the post-Covid recovery: pressure on demand (recovering strongly) and supply (tight), problems or disruptions in supply, slow return of the participation rate on the labour market to its pre-pandemic level (labour shortage, wage pressures).
This combination of shocks resulted in a sudden upturn in global inflation, which peaked at 10.3% in October 2022 (an annual average of 8.7% in 2022 after 3.8% in 2021). This high inflation and the need to anchor inflation expectations quickly, to avoid price-wage spirals and persisting very high levels of inflation, resulted in sharp monetary tightening. The Federal Reserve and the ECB also began, in March and July 2022, respectively, a powerful rate hike cycle (increases of 525 and 450 base points (bp), respectively, in around 15 months). Thanks to the resorption of shocks upstream, the normalisation of the labour markets and the effects of monetary tightening, disinflation occurred from 2023 (average global inflation at 6.9%); global growth held up well overall.
2024 was marked by widespread continued disinflation (average global inflation at 5%, 4.5% year-on-year in December), despite the resilience of services prices being almost as widespread. After having kept their policy rates at high levels for some time, the major central banks started to make cuts in the summer. While the ECB reduced its deposit rate by 150 bp (to 3% for a refinancing rate of 3.15% in December 2024), the Fed reduced the federal funds target rate by 100 bp (upper bound at 4.50% in December 2024). Widely anticipated, this monetary easing provided support to still robust global growth (recession was avoided despite the high inflation followed by much stricter financial conditions) but for which the overall resilience still masks very mixed performances.
Overall resilient growth masking mixed performances

In the US, the economy once again demonstrated its robustness in 2024, with growth that continued to exceed expectations, coming in at an annual average of 2.8% (after 2.9% in 2023). Despite some pockets of weakness (households with low incomes, negative net equity, small businesses, vulnerable workers more exposed to high interest rates), the monetary and financial tightening did not have a widespread depressive effect thanks to an overall strengthening of balance sheets (corporate and household) after the financial crisis. While the employment market showed signs of a slowdown, this was more of a normalisation following a period of overheating rather than a deep deterioration. The unemployment rate rose only slightly, (4.1% at end-December 2024 vs 3.8% one year earlier). Lastly, confirming that the last mile of disinflation is the hardest, year-on-year inflation climbed very slowly from September to reach 2.9% in December.
In China, the property market has not yet stabilised and support measures (lowering mortgage rates, lowering reserve requirement rates to free up liquidity, creating support funds to buy back certain vacant properties or properties under construction) have not generated the confidence boost expected. Households have preferred to maintain their precautionary savings, to the detriment of consumption, and weak domestic demand has continued to feed strong deflationary pressure. Thanks to better-than-expected growth in the last quarter (5.4% year-on-year), average annual growth reached the government target of “around 5%”. However, inflation (0.2% in 2024) remained far below the Central Bank’s 3% target.
In France, growth came in at 1.1% in 2024, as in 2023. However, inflation dropped sharply, with an annual average of 2%, after 4.9% in 2023. This disinflation led to increased purchasing power for households, although this did not translate into a sharp rise in consumption. The savings rate for households therefore increased to 18%, as an annual average, compared to below 17% in 2023 and 14% before the health crisis (2015-2019). Employment proved very resilient in 2024 and the unemployment rate showed only a slight increase (7.4%). As the previous tightening of financial terms continued to weigh heavily on private investment, domestic demand decelerated and growth was driven by foreign trade and the public sector. While public consumer spending drove growth, on the other side of the coin, the public deficit significantly increased and should reach around 6.2% of GDP (after 5.5% in 2023).

In Italy, the slowdown in activity continued in 2024, with growth limited to 0.5%. The disinflation process that began at the end of 2023 continued (average annual inflation of 1.1%) but was not enough to significantly boost the economy. A buoyant employment market (with an unemployment rate of 6.7%, down one point on 2023), low inflation and slight wage increases enabled an upturn in purchasing power after two years of decline. Despite this support, growth in household consumption remained moderate and the savings rate stabilised after its drop in 2023. Investment growth stagnated, driven solely by projects linked to the stimulus package, while productive investment declined sharply, particularly in the third quarter. Continued restrictive financing terms and insufficient demand, both domestically and internationally, have hampered supply, particularly in industry, which saw a marked drop. The construction sector, supported in the first six months by the delayed effect of the Super Bonus, then slowed.

Financial markets

Disinflation did not drive inflation rates to the targets set by the major central banks, but within their “comfort zones” and enabled them, during the summer, to ease their monetary policy. However, firstly, the “last mile” of disinflation has proved harder than the markets had anticipated and, secondly, the US election revived hopes of stronger growth but fears of higher inflation in the US. Consequently, investors have had to temper their hopes for monetary easing and bond rate cuts, particularly in the US.

On the other side of the Atlantic, while two-year US Treasury yields fell back very slightly during the year (around 4.25% in December 2024), longer-term rates (US 10-year Treasuries) picked up by almost 65 bp (to almost 4.60%). In the eurozone, with a fairly depressed growth outlook and modest inflation, 2-year and 10-year swap rates fell by around 65 bp and 15 bp, respectively, over the year (to 2.20% and 2.35%). The trend in sovereign spreads reflected the relative economic, as well as political, performance of the economies. Whilst difficulties piled up in Germany, the European periphery enjoyed political stability and/or better economic growth. While the Bund rate (German 10-year rate) gained 30 bp over the year (to 2.35%, i.e. the 10-year swap rate level, having been nearly 50 bp below this level at the end of December 2023), peripheral spreads tightened. In France, political instability and concerns about the trajectory of French debt prompted the spread to widen. At the end of 2024, the Spanish, Italian and French 10-year yield spreads against the Bund were around 120, 70 and 80 bp, respectively, (i.e. variations of -25 bp, -50 bp and +30 bp over the year). France’s spread is now higher than Spain’s.

In 2024, US economic performance far outstripped that of other major regions, notably Europe. Whilst US equity markets were again buoyed by the performance of the “Magnificent Seven” and the expected benefits of the US election, Europe suffered for a variety of reasons (depressed manufacturing sector, high energy costs, excessive regulation, Chinese competition, technology gap, political concerns in France and Germany etc.). Between the start and end of 2024, the S&P index rose by 24%, the Eurostoxx 50 was up 8% and the CAC was down 2%. Lastly, although stable on average over the year (at US$1.08), the euro fell against the dollar by 5.5% between January and December 2024.

2025 Outlook

A highly conditional scenario

More than ever, the outlook is dependent on the future course of US geopolitics and economic policy. The assumptions made about the scale and timing of the measures to be taken by the new administration suggest that, in the US, the economy is likely to remain resilient, but also that inflation will pick up, monetary easing will be modest and long-term interest rates will come under upwards pressure. Moreover, these measures are only one explanation for the eurozone’s expected sluggish recovery, below potential.
Outlining the US (and, by extension, global) scenario obviously involves making assumptions about both the scale of the measures likely to be implemented and their timing, depending on whether they fall under the purview of the President or require the approval of Congress. As far as tariffs are concerned, the US President’s threats seem to be tantamount to extreme pressure tactics. They call for an intermediate scenario consisting of substantial increases, but not as high as campaign proposals. Trade tariffs would likely rise to an average of 40% for China, from the second quarter of 2025, and to an average of 6% for the rest of the world, phased in over the second half of 2025. An aggressive fiscal policy, favouring tax cuts and maintaining extremely high deficits, would be implemented later. Its effects could be seen from 2026 onwards. In terms of immigration, restrictions could be applied from the start of the presidential term. They would be followed by a very sharp slowdown in immigration flows and, while deportations are to be expected, they would be selective as opposed to a massive and indiscriminate deportation of millions of people. Lastly, deregulation, from which the energy and finance sectors are likely to benefit the most, would have rather positive effects throughout the presidential term of office.

In the US, these policy guidelines should, on the whole, favour growth. If the expected positive effect of an aggressive fiscal policy and deregulation exceeds the negative impact of tariffs and immigration restrictions, growth will follow. Given the resilience of the US economy, whose growth is still expected to outperform forecasts to settle at around 2.8% in 2024, this suggests that growth will remain strong, albeit slightly weaker. Due to a number of vulnerabilities (low-income households and small businesses are more exposed to high interest rates), our scenario assumes a slowdown to 1.9% in 2025, before a recovery to 2.2% in 2026, a trend that is likely to be accompanied by an upturn in inflation. The end of the disinflationary path to the 2% target is, in fact, the most arduous, and tariffs could result in price pressure ranging between 25 to 30 basis points. Headline inflation could therefore fall back to around 2% next spring, before rising to around 2.5% by the end of 2025 and then remain stable in 2026. The potential for monetary policy easing will be very limited.

In the eurozone, growth is likely to be sluggish, with the economy still not meeting its growth potential and below the pace enjoyed by the US. Although the upturn in household consumption points to slightly stronger growth, the latest data regarding investment does not augur well for a marked acceleration. Falling inflation boosts purchasing power, as well as a rebuilding of real wealth, implying less saving, and lower interest rates help to restore property purchasing power. The ingredients are there for a continued recovery in household spending, albeit only at a very moderate pace, however, as fiscal consolidation and global uncertainty are likely to encourage a continued high savings rate. Our scenario therefore assumes a modest acceleration in consumption to 1.1% in 2025 and 1.2% in 2026, after 0.7% in 2024. After a sharp fall in 2024, investment in 2025 is likely to continue to be penalised by the delay in passing on the interest rate cuts and, above all, by weak domestic demand and growing uncertainty about foreign demand. Investment is expected to grow by just 1.5%, before firming slightly in 2026 (2%). The Trump administration’s policies are likely to have a moderately negative impact on growth in the eurozone, in the short term primarily due to uncertainty. Les politiques de l’administration Trump auraient un impact modérément négatif sur la croissance de la zone euro, dont le canal le plus important à court terme serait l’incertitude. In addition, the monetary and fiscal policy mix remains unfavourable to growth, with the central bank policy rate returning to neutral by mid-2025, while the reduction in the ECB’s balance sheet continues to reflect a restrictive stance. Our forecasts therefore place growth on a relatively soft acceleration trend, rising from 0.7% in 2024 to 1% in 2025, then 1.2% in 2026: growth potential would be attained, but the output gap, which is slightly negative, would not yet be closed, as the growth gap with the US economy would widen.
In France, in 2025, assuming that a 2025 finance act is adopted at the beginning of the year (probably at the end of the first quarter) and that the recovery in public finances is weaker than forecast by the former Barnier government’s draft bill, growth would fall to 0.8%. Economic activity would be curbed, especially at the start of the year, by the uncertainty surrounding national politics and international trade policies. Households and businesses are likely to adopt a more wait-and-see attitude to consumption, investment and hiring. Household consumption is nevertheless set to rise as a result of the ongoing disinflation process, with inflation easing to 2.1% on an annual average basis (CPI), but only slightly. The household savings rate is not expected to fall until the second half of the year and will remain very high, while the unemployment rate is set to rise moderately. Private investment, meanwhile, is expected to remain stable, with an upturn postponed until 2026. Foreign trade is no longer expected to contribute to growth, as imports and exports are expected to grow at more or less the same rate. A slight re-stocking phenomenon is set to support growth, but budgetary efforts are likely to weaken. The public deficit is, however, only expected to fall slightly, to 6% of GDP. In Italy, a slight improvement is expected in 2025, with GDP growth forecast at 0.6%. Although a weakening labour market and slightly higher inflation are expected, consumption should become the main driver of the economy. Productive investment could benefit from a more favourable monetary environment. The construction sector will continue to be weakened by the after-effects of the boom of previous years, despite partial support from projects under the stimulus package.

Regarding emerging countries, were it not for the difficulties associated with “Trump 2.0”, the situation would be improving, with lower US central bank policy rates conducive to global monetary easing, easing of downwards pressure on emerging currencies and, more generally, on external financing for emerging countries, with domestic growth buoyed by falling inflation and interest rate cuts and exports to developed countries (primarily the US) still buoyant. However, the effects of these supporting factors are at risk of being undermined by the probable repercussions of the measures taken by the new US administration. In addition to trade tariffs that are likely to make emerging country exports more expensive and more limited, there will be less monetary accommodation in the US and a probable reduction in US military and financial support for Ukraine, fuelling geopolitical uncertainty in Europe. It will therefore be preferable to be a large country with a low level of openness, such as India, Indonesia or Brazil, a commodity-exporting country or an economy that is well integrated with China, which is preparing for the Trump storm.

In China, the last Politburo meeting concluded in December with a commitment by the authorities to implement a “more proactive” fiscal policy and a “sufficiently accommodating” monetary policy, in order to boost domestic demand and stabilise the property and equity markets. A period of trade tensions is looming and, apart from restrictions on exports of critical products (including rare earths), the means of retaliation are limited. It is difficult to respond by boosting the competitiveness of exports (the yuan is already historically low) or by reciprocally raising tariffs, which would risk penalising already very fragile domestic consumption. The authorities’ plans to provide more vocal support for domestic demand are commendable, but the effectiveness of this strategy will depend on household confidence. The upturn cannot be ordered by decree, and our scenario continues to predict a slowdown in growth in 2025.

The market’s hopes of a sharp monetary easing have been refuted and are absolutely no longer on the agenda, especially in the US.

In an economy that is expected to remain robust, with inflation holding above 2% and which could pick up again, the easing would be modest. After a total reduction of 100 basis points in 2024 (bp), the Fed could ease by a further 50 bp in total, taking the Fed funds rate (upper limit of the target range) to 4.00% in the first half of 2025, before pausing for a prolonged period. With inflation on target and no recession in sight, the ECB is likely to continue moderate easing via its central bank policy rates, while extending its quantitative tightening. After its four 25 bp cuts in 2024, the ECB is expected to cut rates by 25 bp at its meetings in January, March and April, then maintain its deposit rate at 2.25%, i.e. very slightly below the neutral rate estimate (2.50%).
Everything points to a scenario of rising long-term interest rates. In the US, given the economic scenario (limited slowdown in growth and moderation in inflation concentrated at the beginning of the period) and modest monetary easing followed by an earlier pause, interest rates could fall slightly in the first half of 2025 before picking up. The new forecasts look to a ten-year Treasury rate nearing 4.50% at the end of 2025, then rising to around 5.00% at the end of 2026.

In the eurozone, a number of factors lead to a scenario of rising sovereign interest rates: excessive monetary easing expectations by the markets, the correction of which could lead to a rise in swap rates, an increase in the volume of government securities linked to the ECB’s balance sheet reduction (Quantitative Tightening) as well as still-high net national issuance and the extension of the rise in US bond yields to their European equivalents. Whilst the German economy (where early elections will be held in February) continues to suffer, and the political situation in France is not any clearer, “peripheral” countries have seen their sound economic results (notably Spain) and their political stability (this applies to Italy and Spain) rewarded by a significant tightening of their spreads against the German 10-year rate in 2024. They should benefit from the same supportive factors in 2025. Our scenario therefore assumes German, French and Italian ten-year interest rates of 2.55%, 3.15% and 3.55%, respectively, at the end of 2025.

Lastly, on the dollar front, a number of positive factors, including the increased attractiveness of the dollar in terms of yield, seem to have already been largely incorporated into its price. As a result, our scenario assumes that the greenback will remain close to its recent highs throughout 2025, without exceeding them for any long period.

Appendix 1 – Specific items, Crédit Agricole Group and Crédit Agricole S.A.

Crédit Agricole Group – Specific items

	Q4-24		Q4-23		2024		2023
€m	Gross impact*	Impact on Net income	Gross impact*	Impact on Net income	Gross impact*	Impact on Net income	Gross impact*	Impact on Net income

DVA (LC)	(26)	(19)	6	4	20	15	(15)	(11)
Loan portfolio hedges (LC)	2	1	2	1	8	6	(24)	(18)
Home Purchase Savings Plans (LCL)	–	–	6	5	1	1	58	43
Home Purchase Savings Plans (CC)	–	–	5	4	(0)	(0)	236	175
Home Purchase Savings Plans (RB)	–	–	74	55	63	47	192	142
Mobility activities reorganisation (SFS)	–	–	–	–	–	–	300	214
Check Image Exchange penalty (CC)	–	–	–	–	–	–	42	42
Check Image Exchange penalty (LCL)	–	–	–	–	–	–	21	21
Check Image Exchange penalty (RB)	–	–	–	–	–	–	42	42
_{Total impact on revenues}	₍₂₄₎	₍₁₈₎	₉₃	₆₉	₉₃	₆₉	₈₅₁	₆₅₀
_{Degroof Petercam integration costs (AG)}	₍₁₃₎	₍₁₀₎	_–	_–	₍₂₆₎	₍₁₉₎	_–	_–
_{ISB integration costs (LC)}	₍₂₇₎	₍₁₅₎	_–	_–	₍₉₇₎	₍₅₂₎	_–	_–
_{Mobility activities}_{reorganisation (}_SFS)	_–	_–	₄	₃	_–	_–	₍₁₄₎	₍₁₀₎
_{Total impact on operating expenses}	₍₃₉₎	₍₂₅₎	₄	₃	₍₁₂₃₎	₍₇₂₎	₍₁₄₎	₍₁₀₎
Mobility activities reorganisation (SFS)	–	–	–	–	–		(85)	(61)
Provision for risk Ukraine (IRB)	–	–	–	–	(20)	(20)	–	–
Total impact on cost of credit risk	–	–	–	–	(20)	(20)	(85)	(61)
Mobility activities reorganisation (SFS)	–	–	–	–	–	–	(39)	(39)
Total impact equity-accounted entities	–	–	–	–	–		(39)	(39)
ISB integration costs (LC)	(2)	–	–	–	(2)	–	–	–
Degroof Petercam acquisition costs (AG)	1	1	–	–	(22)	(16)	–	–
Mobility activities reorganisation (SFS)	–	–	–	–	–	–	89	57
Total impact Net income on other assets	(1)	1	–	–	(24)	(16)	89	57
Mobility activities reorganisation (SFS)	–	–	12	12	–	–	12	12
Total impact on change of value of goodwill	–	–	12	12	–	–	12	12
Mobility activities reorganisation (SFS)	–	–	–	3	–	–	–	3
Total impact on tax	–	–	–	3	–	–	–	3

Total impact of specific items	(64)	(42)	109	86	(74)	(39)	814	611
Asset gathering	(12)	(9)	–	–	(49)	(36)	–	–
French Retail banking	–	–	80	59	65	48	312	248
International Retail banking	–	–	–	–	(20)	(20)	–	–
Specialised financial services	–	–	16	17	–	–	263	176
Large customers	(52)	(33)	8	6	(70)	(31)	(39)	(29)
Corporate centre	–	–	5	4	(0)	(0)	277	216

* Impact before tax and before minority interests

Crédit Agricole S.A. – Specific items

Q4-24

Q4-23

2024

2023

€m

Gross
impact*

Impact on
Net income

Gross
impact*

Impact on
Net income

Gross
impact*

Impact on
Net income

Gross
impact*

Impact on
Net income

DVA (LC)

(26)

(19)

6

4

20

15

(15)

(11)

Loan portfolio hedges (LC)

2

1

2

1

8

6

(24)

(18)

Home Purchase Savings Plans (LCL)

–

6

4

3

2

58

41

Home Purchase Savings Plans (CC)

–

5

4

(2)

(1)

236

175

Mobility activities reorganisation (SFS)

–

300

214

Check Image Exchange penalty (CC)

–

42

Check Image Exchange penalty (LCL)

–

21

20

Total impact on revenues

₍₂₄₎

₍₁₇₎

₁₉

₁₄

₃₀

₂₁

₆₁₇

₄₆₄

_{Degroof Petercam integration costs (AG)}

₍₁₃₎

₍₉₎

_–

₍₂₆₎

₍₁₉₎

_–

_{ISB integration costs (LC)}

₍₂₇₎

₍₁₅₎

_–

₍₉₇₎

₍₅₂₎

_–

_{Mobility activities reorganisation (SFS)}

_–

₄

₃

_–

₍₁₄₎

₍₁₀₎

Total impact on expenses

₍₃₉₎

₍₂₅₎

₄

₃

₍₁₂₃₎

₍₇₁₎

₍₁₄₎

₍₁₀₎

Provision for risk Ukraine (IRB)

–

(20)

–

Mobility activities reorganisation (SFS)

–

(85)

(61)

Total impact on cost of credit risk

–

(20)

(85)

(61)

Mobility activities reorganisation (SFS)

–

(39)

Total impact equity-accounted entities

–

(39)

ISB integration costs (LC)

(2)

–

(2)

–

Degroof Petercam acquisition costs (AG)

1

–

(22)

(16)

–

Mobility activities reorganisation (SFS)

–

89

57

Total impact Net income on other assets

(1)

1

–

(24)

(16)

89

57

Mobility activities reorganisation (SFS)

–

12

–

12

Total impact on change of value of goodwill

–

12

–

12

Mobility activities reorganisation (SFS)

–

3

–

3

Total impact on tax

–

3

–

3

Total impact of specific items

(64)

(41)

35

31

(138)

(86)

580

425

Asset gathering

(12)

(9)

–

(49)

(35)

–

French Retail banking

–

6

4

3

2

79

61

International Retail banking

–

(20)

–

Specialised financial services

–

16

17

–

263

176

Large customers

(52)

(32)

8

6

(70)

(32)

(39)

(28)

Corporate centre

–

5

4

(2)

(1)

277

216

* Impact before tax and before minority interests

Appendix 2 – Crédit Agricole Group: income statement by business line

Crédit Agricole Group – Results by business line, Q4-23 and Q4-24

	Q4-24 (stated)
€m	RB	LCL	IRB	AG	SFS	LC	CC	Total

Revenues	3,276	960	993	2,037	915	2,108	(472)	9,817
Operating expenses excl. SRF	(2,503)	(647)	(588)	(930)	(447)	(1,298)	549	(5,863)
SRF	–	–	–	–	–	–	–	–
Gross operating income	773	313	405	1,107	468	810	77	3,954
Cost of risk	(263)	(78)	(97)	(11)	(306)	(93)	(19)	(867)
Equity-accounted entities	1	–	–	29	43	7	–	80
Net income on other assets	(2)	1	0	(0)	(9)	(1)	(10)	(20)
Income before tax	513	236	308	1,125	196	724	48	3,150
Tax	(110)	(44)	(100)	(313)	(49)	(166)	(2)	(784)
Net income from discont’d or held-for-sale ope.	–	–	–	–	–	–	–	–
Net income	404	192	207	813	147	557	46	2,366
Non controlling interests	(1)	(0)	(31)	(117)	(24)	(34)	(11)	(217)
Net income Group Share	403	192	177	696	124	523	35	2,149

	Q4-23 (stated)
€m	RB	LCL	IRB	AG	SFS	LC	CC	Total

Revenues	3,227	959	1,000	1,550	880	1,936	(782)	8,769
Operating expenses excl. SRF	(2,485)	(654)	(646)	(726)	(449)	(1,209)	488	(5,682)
SRF	–	–	–	–	–	–	–	–
Gross operating income	742	305	353	824	431	727	(294)	3,088
Cost of risk	(321)	(96)	(98)	(4)	(184)	(39)	(20)	(762)
Equity-accounted entities	(0)	–	(0)	29	40	5	–	73
Net income on other assets	(1)	0	2	(5)	(11)	(1)	(4)	(19)
Income before tax	420	209	258	843	288	692	(328)	2,382
Tax	(85)	(39)	(104)	(172)	(53)	(130)	128	(455)
Net income from discont’d or held-for-sale ope.	(0)	–	(10)	–	–	–	–	(10)
Net income	336	170	144	671	235	562	(200)	1,918
Non controlling interests	0	0	(24)	(123)	(18)	(25)	(4)	(194)
Net income Group Share	336	170	120	548	217	537	(204)	1,724

Crédit Agricole Group – Results by business line, 2024 et 2023

	2024 (stated)
€m	RB	LCL	IRB	AG	SFS	LC	CC	Total

Revenues	13,110	3,872	4,153	7,633	3,520	8,652	(2,879)	38,060
Operating expenses excl. SRF	(9,956)	(2,448)	(2,225)	(3,365)	(1,780)	(5,039)	2,084	(22,729)
SRF	–	–	–	–	–	–	–	–
Gross operating income	3,155	1,424	1,928	4,268	1,740	3,613	(795)	15,332
Cost of risk	(1,319)	(373)	(316)	(29)	(958)	(117)	(79)	(3,191)
Equity-accounted entities	8	–	–	123	125	27	–	283
Net income on other assets	1	5	0	(23)	(12)	1	(13)	(39)
Income before tax	1,849	1,056	1,612	4,339	895	3,523	(887)	12,388
Tax	(423)	(229)	(536)	(970)	(187)	(883)	341	(2,888)
Net income from discont’d or held-for-sale ope.	–	–	–	–	–	–	–	–
Net income	1,425	827	1,076	3,369	708	2,641	(546)	9,500
Non controlling interests	(2)	(0)	(160)	(481)	(82)	(139)	4	(860)
Net income Group Share	1,423	827	916	2,889	625	2,502	(542)	8,640

	2023 (stated)
€m	RB	LCL	IRB	AG	SFS	LC	CC	Total

Revenues	13,259	3,850	4,040	6,693	3,597	7,780	(2,728)	36,492
Operating expenses excl. SRF	(9,702)	(2,396)	(2,189)	(2,874)	(1,673)	(4,507)	1,877	(21,464)
SRF	(111)	(44)	(40)	(6)	(29)	(312)	(77)	(620)
Gross operating income	3,446	1,410	1,811	3,813	1,896	2,961	(928)	14,408
Cost of risk	(1,152)	(301)	(463)	(5)	(871)	(120)	(28)	(2,941)
Equity-accounted entities	9	–	1	102	130	21	–	263
Net income on other assets	5	21	3	(10)	71	2	(5)	88
Income before tax	2,308	1,130	1,353	3,900	1,237	2,865	(971)	11,821
Tax	(551)	(256)	(425)	(868)	(306)	(691)	350	(2,748)
Net income from discont’d or held-for-sale ope.	(0)	–	(3)	1	(0)	–	–	(3)
Net income	1,756	874	924	3,033	931	2,174	(621)	9,071
Non controlling interests	(0)	(0)	(145)	(466)	(79)	(118)	(4)	(813)
Net income Group Share	1,756	874	780	2,566	851	2,056	(625)	8,258

Appendix 3 – Crédit Agricole S.A.: Results by business line

Crédit Agricole S.A. – Results by business line, Q4-24 et Q4-23

	Q4-24 (stated)
€m	AG	LC	SFS	FRB (LCL)	IRB	CC	Total

Revenues	2,045	2,108	915	960	969	95	7,092
Operating expenses excl. SRF	(930)	(1,298)	(447)	(647)	(568)	(28)	(3,917)
SRF	–	–	–	–	–	–	–
Gross operating income	1,116	810	468	313	401	67	3,175
Cost of risk	(11)	(93)	(306)	(78)	(100)	(6)	(594)
Equity-accounted entities	29	7	43	–	–	(17)	62
Net income on other assets	(0)	(1)	(9)	1	0	(0)	(9)
Income before tax	1,133	723	196	236	302	44	2,634
Tax	(315)	(166)	(49)	(44)	(101)	(7)	(681)
Net income from discont’d or held-for-sale ope.	–	–	–	–	–	–	–
Net income	819	557	147	192	201	37	1,953
Non controlling interests	(124)	(45)	(24)	(9)	(43)	(19)	(264)
Net income Group Share	695	512	124	183	158	18	1,689

	Q4-23 (stated)
€m	AG	LC	SFS	FRB (LCL)	IRB	CC	Total

Revenues	1,555	1,935	880	959	974	(262)	6,040
Operating expenses excl. SRF	(726)	(1,209)	(449)	(654)	(627)	(44)	(3,710)
SRF	–	–	–	–	–	–	–
Gross operating income	828	726	431	305	347	(306)	2,330
Cost of risk	(4)	(39)	(184)	(96)	(102)	(14)	(440)
Equity-accounted entities	29	5	40	–	(0)	(12)	61
Net income on other assets	(5)	(1)	(11)	0	2	(3)	(17)
Income before tax	848	691	288	209	246	(345)	1,937
Tax	(173)	(129)	(53)	(39)	(103)	128	(369)
Net income from discont’d or held-for-sale ope.	–	–	–	–	(10)	–	(10)
Net income	675	562	235	170	134	(217)	1,558
Non controlling interests	(130)	(37)	(18)	(8)	(31)	(1)	(224)
Net income Group Share	546	525	217	162	103	(218)	1,334

Crédit Agricole S.A. – Results by business line, 2024 et 2023

	2024 (stated)
€m	AG	LC	SFS	FRB (LCL)	IRB	CC	Total

Revenues	7,648	8,651	3,520	3,872	4,059	(570)	27,181
Operating expenses excl. SRF	(3,365)	(5,039)	(1,780)	(2,448)	(2,148)	(116)	(14,895)
SRF	–	–	–	–	–	–	–
Gross operating income	4,284	3,612	1,740	1,424	1,911	(685)	12,286
Cost of risk	(29)	(117)	(958)	(373)	(313)	(59)	(1,850)
Equity-accounted entities	123	27	125	–	–	(82)	194
Net income on other assets	(23)	1	(12)	5	0	23	(4)
Income before tax	–	–	–	–	–	–	–
Tax	4,355	3,523	895	1,056	1,599	(803)	10,625
Net income from discont’d or held-for-sale ope.	(973)	(883)	(187)	(229)	(535)	336	(2,472)
Net income	–	–	–	–	–	–	–
Non controlling interests	3,381	2,640	708	827	1,063	(466)	8,153
Net income Group Share	(506)	(192)	(82)	(37)	(227)	(22)	(1,067)
Revenues	2,875	2,448	625	790	836	(488)	7,087

	2023 (stated)
€m	AG	LC	SFS	FRB (LCL)	IRB	CC	Total

Revenues	6,688	7,779	3,597	3,850	3,949	(683)	25,180
Operating expenses excl. SRF	(2,874)	(4,507)	(1,673)	(2,396)	(2,118)	(64)	(13,632)
SRF	(6)	(312)	(29)	(44)	(40)	(77)	(509)
Gross operating income	3,808	2,960	1,896	1,410	1,791	(825)	11,039
Cost of risk	(5)	(120)	(870)	(301)	(464)	(17)	(1,777)
Equity-accounted entities	102	21	130	–	1	(58)	197
Net income on other assets	(10)	2	71	21	3	(3)	85
Income before tax	–	–	12	–	–	(9)	2
Tax	3,894	2,864	1,237	1,130	1,332	(911)	9,546
Net income from discont’d or held-for-sale ope.	(872)	(690)	(306)	(256)	(422)	346	(2,201)
Net income	1	–	(0)	–	(3)	–	(3)
Non controlling interests	3,024	2,174	931	874	906	(565)	7,343
Net income Group Share	(483)	(162)	(79)	(39)	(204)	(28)	(995)
Revenues	2,541	2,011	852	835	703	(593)	6,348

Appendix 4 – Data per share

Crédit Agricole S.A. – Earnings p/share, net book value p/share and RoTE

(€m)

Q4-2024
Q4-2023

2024
2023

Net income Group share – stated

1,689
1,334

7,087
6,348
– Interests on AT1, including issuance costs, before tax

(112)
(87)

(463)
(458)
– Foreign exchange impact on reimbursed AT1

–
–

(266)
–
NIGS attributable to ordinary shares – stated

[A]
1,577
1,247

6,358
5,890
Average number shares in issue, excluding treasury shares (m)

[B]
3,025
3,032

3,015
3,031
Net earnings per share – stated

[A]/[B]
0.52 €
0.41 €

2.11 €
1.94 €
Underlying net income Group share (NIGS)

1,730
1,303

7,172
5,923
Underlying NIGS attributable to ordinary shares

[C]
1,618
1,216

6,443
5,465
Net earnings per share – underlying

[C]/[B]
0.54 €
0.40 €

2.14 €
1.80 €

(€m)

31/12/2024
31/12/2023
Shareholder’s equity Group share

74,710
71,086
– AT1 issuances

(7,218)
(7,220)
– Unrealised gains and losses on OCI – Group share

1,256
1,074
– Payout assumption on annual results*

(3,327)
(3,181)
Net book value (NBV), not revaluated, attributable to ordin. sh.

[D]

65,421
61,760
– Goodwill & intangibles** – Group share

(17,851)
(17,347)
Tangible NBV (TNBV), not revaluated attrib. to ordinary sh.

[E]

47,569
44,413
Total shares in issue, excluding treasury shares (period end, m)

[F]

3,025
3,029

NBV per share, after deduction of dividend to pay (€)

Dividend to pay (€)

TNBV per share, after deduction of dividend to pay (€)

TNBV per sh., before deduct. of divid. to pay (€)

€21.6	20,4 €
€1.10	1,05 €
€15.7	14,7 €
€16.8	15,7 €

20,4 €

1,05 €

14,7 €

15,7 €

€20.4

€1.05

€14.7

€15.7

* dividend proposed to the Board meeting to be paid
** including goodwill in the equity-accounted entities

(€m)

2024
2023
Net income Group share – stated

[K]

7,087
6,348
Impairment of intangible assets

[L]

0
0
Stated NIGS annualised

[N] = ([K]-[L]-[M])*4/4+[M]

7,087
6,348
Interests on AT1, including issuance costs, before tax, foreign exchange impact, annualised

[O]

-729
-458
Stated result adjusted

[P] = [N]+[O]

6,358
5,890
Tangible NBV (TNBV), not revaluated attrib. to ord. sh. – avg *** (3)

[J]

46,125
43,281
Stated ROTE adjusted (%)

= [P] / [J]

13.8%
13.6%
Underlying Net income Group share

[Q]

7,172
5,923
Underlying NIGS annualised

[R] = ([Q]-[M])*4/4+[M]

7,172
5,923
Underlying NIGS adjusted

[S] = [R]+[O]

6,443
5,465
Underlying ROTE adjusted(%)

= [S] / [J]

14.0%
12.6%
*** including assumption of dividend for the current exercise

0.0%

(1) Underlying: see appendixes for more details on specific items
(2) Underlying ROTE calculated on the basis of an annualised underlying net income Group share and linearised IFRIC costs over the year
(3) Average of the NTBV not revalued attributable to ordinary shares, calculated between 31/12/2023 and 31/12/2024 (line [E]), restated with an assumption of dividend for current exercises

Alternative Performance Indicators⁹⁹

NBV Net Book Value (not revalued)
The Net Book Value not revalued corresponds to the shareholders’ equity Group share from which the amount of the AT1 issues, the unrealised gains and/or losses on OCI Group share and the pay-out assumption on annual results have been deducted.

NBV per share Net Book Value per share – NTBV Net Tangible Book Value per share
One of the methods for calculating the value of a share. This represents the Net Book Value divided by the number of shares in issue at end of period, excluding treasury shares.

Net Tangible Book Value per share represents the Net Book Value after deduction of intangible assets and goodwill, divided by the number of shares in issue at end of period, excluding treasury shares.

EPS Earnings per Share
This is the net income Group share, from which the AT1 coupon has been deducted, divided by the average number of shares in issue excluding treasury shares. It indicates the portion of profit attributable to each share (not the portion of earnings paid out to each shareholder, which is the dividend). It may decrease, assuming the net income Group share remains unchanged, if the number of shares increases.

Cost/income ratio
The cost/income ratio is calculated by dividing operating expenses by revenues, indicating the proportion of revenues needed to cover operating expenses.

Cost of risk/outstandings
Calculated by dividing the cost of credit risk (over four quarters on a rolling basis) by outstandings (over an average of the past four quarters, beginning of the period). It can also be calculated by dividing the annualised cost of credit risk for the quarter by outstandings at the beginning of the quarter. Similarly, the cost of risk for the period can be annualised and divided by the average outstandings at the beginning of the period.

Since the first quarter of 2019, the outstandings taken into account are the customer outstandings, before allocations to provisions.

The calculation method for the indicator is specified each time the indicator is used.

Doubtful loan
A doubtful loan is a loan in default. The debtor is considered to be in default when at least one of the following two conditions has been met:

a payment generally more than 90 days past due, unless specific circumstances point to the fact that the delay is due to reasons independent of the debtor’s financial situation.
the entity believes that the debtor is unlikely to settle its credit obligations unless it avails itself of certain measures such as enforcement of collateral security right.

Impaired loan
Loan which has been provisioned due to a risk of non-repayment.

MREL
The MREL (Minimum Requirement for Own Funds and Eligible Liabilities) ratio is defined in the European “Bank Recovery and Resolution Directive” (BRRD). This Directive establishes a framework for the resolution of banks throughout the European Union, with the aim to provide resolution authorities with shared instruments and powers to pre-emptively tackle banking crises, preserve financial stability and reduce taxpayers’ exposure to losses. Directive (EU) 2019/879 of 20 May 2019 known as “BRRD2” amended the BRRD and was transposed into French law by Order 2020-1636 of 21 December 2020.

The MREL ratio corresponds to an equity and eligible liabilities buffer required to absorb losses in the event of resolution. Under BRRD2, the MREL ratio is calculated as the amount of equity and eligible liabilities expressed as a percentage of risk weighted assets (RWA), as well as a leverage ratio exposure (LRE). Are eligible for the numerator of the total MREL ratio the Group’s regulatory equity, as well as eligible liabilities issued by the corporate centre and the Crédit Agricole network affiliated entities, i.e. subordinated notes, senior non-preferred debt instruments and certain senior preferred debt instruments with residual maturities of more than one year.

Impaired (or non-performing) loan coverage ratio
This ratio divides the outstanding provisions by the impaired gross customer loans.

Impaired (or non-performing) loan ratio
This ratio divides the impaired gross customer loans on an individual basis, before provisions, by the total gross customer loans.

TLAC
The Financial Stability Board (FSB) has defined the calculation of a ratio aimed at estimating the adequacy of the bail-in and recapitalisation capacity of Global Systemically Important Banks (G-SIBs). This Total Loss Absorbing Capacity (TLAC) ratio provides resolution authorities with the means to assess whether G-SIBs have sufficient bail-in and recapitalisation capacity before and during resolution. It applies to Global Systemically Important Banks, and therefore to Crédit Agricole Group. Agricole. The TLAC ratio requirement was transposed into European Union law via CRR2 and has been applicable since 27 June 2019.

The Group’s regulatory equity as well as subordinated notes and eligible senior non-preferred debt with residual maturities of more than one year issued by Crédit Agricole S.A. are eligible for the numerator of the TLAC ratio.

Net income Group share
Net income/(loss) for the financial year (after corporate income tax). Equal to net income Group share, less the share attributable to non-controlling interests in fully consolidated subsidiaries.

Underlying Net income Group share
The underlying net income Group share represents the stated net income Group share from which specific items have been deducted (i.e., non-recurring or exceptional items) to facilitate the understanding of the company’s actual earnings.

Net income Group share attributable to ordinary shares
The net income Group share attributable to ordinary shares represents the net income Group share from which the AT1 coupon has been deducted, including issuance costs before tax.

RoTE Return on Tangible Equity
The RoTE (Return on Tangible Equity) measures the return on tangible capital by dividing the Net income Group share annualised by the Group’s NBV net of intangibles and goodwill. The annualised Net income Group share corresponds to the annualisation of the Net income Group share (Q1x4; H1x2; 9Mx4/3) excluding impairments of intangible assets and restating each period of the IFRIC impacts in order to linearise them over the year.

Disclaimer

The financial information on Crédit Agricole S.A. and Crédit Agricole Group for the fourth quarter and the full year 2024 comprises this press release and the presentation and the attached appendices which are available on the website: https://www.credit-agricole.com/en/finance/finance/financial-publications.

This presentation may include prospective information on the Group, supplied as information on trends. This data does not represent forecasts within the meaning of EU Delegated Act 2019/980 of 14 March 2019 (Chapter 1, article 1, d).

This information was developed from scenarios based on a number of economic assumptions for a given competitive and regulatory environment. Therefore, these assumptions are by nature subject to random factors that could cause actual results to differ from projections. Likewise, the financial statements are based on estimates, particularly in calculating market value and asset impairment.

Readers must take all these risk factors and uncertainties into consideration before making their own judgement.

Applicable standards and comparability

The figures presented for the twelve-month period ending 31 December 2024 have been prepared in accordance with IFRS as adopted in the European Union and applicable at that date, and with regulations currently in force.

Note: The scopes of consolidation of the Crédit Agricole S.A. and Crédit Agricole Groups have not changed materially since the Crédit Agricole S.A. 2023 Universal Registration Document and its A.01 update (including all regulatory information about the Crédit Agricole Group) were filed with the AMF (the French Financial Markets Authority).

The sum of values contained in the tables and analyses may differ slightly from the total reported due to rounding.

At 30 June 2024, Indosuez Wealth Management had completed the acquisition of Degroof Petercam and now holds 65% of Banque Degroof Petercam alongside with CLdN Cobelfret, its historical shareholder, which would maintain a 20% stake in capital. As of 30 September 2024, Indosuez Wealth Management’s stake in Degroof Petercam has increased to 76%.

At 30 June 2024, Amundi had completed the acquisition of Alpha Associates, an independent asset manager offering multi-management investment solutions in private assets.

As of December 31, 2024, Amundi finalized the acquisition of aixigo, a European Wealth Tech player, to complete the ALTO platform’s offering.

As of December 31, 2024, Crédit Agricole S.A. has entered into financial instruments for 5.2% of Banco BPM’s share capital.

Financial Agenda

30 April 2025                Publication of the 2025 first quarter results
14 May 2025                General Meeting
31 July 2025                Publication of the 2025 second quarter and the first half-year results
30 October 2025                Publication of the 2025 third quarter and first nine months results

Contacts

CREDIT AGRICOLE PRESS CONTACTS

CRÉDIT AGRICOLE S.A. INVESTOR RELATIONS CONTACTS

Institutional investors	+ 33 1 43 23 04 31	investor.relations@credit-agricole-sa.fr
Individual shareholders	+ 33 800 000 777 (freephone number – France only)	relation@actionnaires.credit-agricole.com

Cécile Mouton	+ 33 1 57 72 86 79	cecile.mouton@credit-agricole-sa.fr
Equity investor relations:
Jean-Yann Asseraf Fethi Azzoug	+ 33 1 57 72 23 81 + 33 1 57 72 03 75	jean-yann.asseraf@credit-agricole-sa.fr fethi.azzoug@credit-agricole-sa.fr
Oriane Cante	+ 33 1 43 23 03 07	oriane.cante@credit-agricole-sa.fr
Nicolas Ianna	+ 33 1 43 23 55 51	nicolas.ianna@credit-agricole-sa.fr
Leila Mamou	+ 33 1 57 72 07 93	leila.mamou@credit-agricole-sa.fr
Anna Pigoulevski	+ 33 1 43 23 40 59	anna.pigoulevski@credit-agricole-sa.fr


Credit investor and rating agency relations:
Gwenaëlle Lereste	+ 33 1 57 72 57 84	gwenaelle.lereste@credit-agricole-sa.fr
Florence Quintin de Kercadio	+ 33 1 43 23 25 32	florence.quintindekercadio@credit-agricole-sa.fr

See all our press releases at: www.credit-agricole.com – www.creditagricole.info

1 Car, home, health, legal, all mobile phones or personal accident insurance.
2 CA Auto Bank, automotive JVs and automotive activities of other entities
3 2024 market shares: CRCA and LCL household loans (source: Banque de France and internal); French UCITS (all customer segments); payments (in No. of transactions; source: Banque de France and internal)
4 2023 market shares: insurance (Argus de l’Assurance and France Assureurs); property services
5 Economic outlook to 2025
6 Purchase price of transactions carried out since 2022. Includes shares acquired in Banco BPM and Worldline
7 Disposal of Crédit du Maroc, La Médicale, Crédit Agricole Serbia and others
8 Indosuez Wealth management acquires a 70% stake in Wealth Dynamix, a fintech specialising in client relationship management for private banks, wealth management and asset management actors across the world.
9 Creation of Uptevia, held in equal shares by CACEIS and BNPP, wich brings together the activities for the issuers of the two banks.
10 Independent asset manager offering private markets multi-manager investment solutions.
11 Technology company of high value-added modular service for distributors of savings solutions.
12 Acquisition of Merca Leasing, independent leasing company in Germany
13 Commercial partnership for automobile insurance between Mobilize Financial Services, subsidiary of Renault Group, specialised in services facilitating access to automobiles, and Pacifica, Property and Casualty subsidiary of Credit Agricole Assurances
14 Merge between Amundi and Victory Capital, acquisition of a participation of 26.1% in Victory Capital, and signature of distribution and services agreement lasting 15 years.
15 Digital fleet management tool on monthly subscription
16 Extended warranty
17 Delivery of single vehicule
18 Agreement allowing CA Autobank, Drivalia, Agilauto and Leasys to offer fatec fllet management services to their customers in France
19 Employee benefits management tool
20 Creation of a joint venture to develop innovative commercial offers.
21 Leader in design, construction, and daily support for multidisciplinary collective primary care structures
22 Credit Agricole Santé et Territoires and 10 regional banks enter the capital of Cette Famille, major player in inclusive housing for seniors in France.
23 Omedys, specialist in assisted telemedicine, Medicalib, home care expert
24 Low-carbon energy outstandings made up of renewable energy produced by the clients of all Crédit Agricole Group entities, including nuclear energy outstandings for Crédit Agricole CIB.
25 Listed investments managed directly, listed investments managed under mandate and unlisted investments managed directly
26 Crédit Agricole CIB green asset portfolio, in line with the eligibility criteria of the Group Green Bond Framework published in November 2023.
27 Scope of power sector: CACIB and Unifergie (Crédit Agricole Transitions & Energies)
28 DVA (Debt Valuation Adjustment)
29Specific (one-off) items had impacted the fourth quarter of 2023 for the SFS division and for CACF as follows: +€17m in net income Group share, of which +€4m on operating expenses, +€12m on badwill and +€1m on tax.
30 See Appendixes for more details on specific items.
31 The cost of risk/outstandings (in basis points) on a four-quarter rolling basis is calculated on the cost of risk of the past four quarters divided by the average outstandings at the start of each of the four quarters
32 The cost of risk/outstandings (in basis points) on an annualised basis is calculated on the cost of risk of the quarter multiplied by four and divided by the outstandings at the start of the quarter
33 Average rate of loans to monthly production for October and November 2024.
34 Equipment rate – Home-Car-Health policies, Legal, All Mobile/Portable or personal accident insurance
35 SAS Rue La Boétie dividend paid annually in Q2
36 Home Purchase Savings Plan base effect (reversal of the Home Purchase Savings Plan provision) in Q4-23 totalling +€73.6m in revenues and +€54.6m in net income Group share.

37 Underlying, excluding specific items.
38 Scope effect of Degroof Petercam revenues: +€158 million in the fourth quarter of 2024.
39 Scope effect in expenses in the fourth quarter of 2024: Degroof Petercam for -€120 million and miscellaneous others.

40 Provisioning rate calculated with outstandings in Stage 3 as denominator, and the sum of the provisions recorded in Stages 1, 2 and 3 as numerator.
41 The cost of risk/outstandings (in basis points) on a four-quarter rolling basis is calculated on the cost of risk of the past four quarters divided by the average outstandings at the start of each of the four quarters
42 The cost of risk/outstandings (in basis points) on an annualised basis is calculated on the cost of risk of the quarter multiplied by four and divided by the outstandings at the start of the quarter
43 See Appendixes for more details on specific items.
44 SRF costs amounted to -€509 million over full-year 2023

45 See Appendixes for details on the calculation of the RoTE (return on tangible equity)
46 The annualised underlying net income Group share corresponds to the annualisation of the underlying net income Group share (Q1x4; H1x2; 9Mx4/3) by restating each period for IFRIC impacts to linearise them over the year
47 In local standards
48 Can reach up to 3.85% for the Anaé policy with a UL rate > 50% and benefiting from management fees of 0.5%
49 Scope “Life France”
50 Property and casualty insurance premium income includes a scope: effect linked to the initial consolidation of CATU in Q2-24 (a property and casualty insurance entity in Poland): 9.4% Q4/Q4 increase in premium income at constant scope

51 Scope: property and casualty in France and abroad
52 Combined property & casualty ratio in France (Pacifica) including discounting and excluding undiscounting, net of reinsurance: (claims + operating expenses + fee and commission income)/gross premiums earned. Undiscounted ratio: 96.4% (-4.3 pp over the year)
53 Excl. JVs
54 Excluding assets under custody for institutional clients
55 Amount of allocation of Contractual Service Margin (CSM) and Risk Adjustment (RA) including funeral guarantees
56 Amount of allocation of CSM and RA
57 Net of cost of reinsurance, excluding financial results
58 Integration costs related to the acquisition of aixigo and the partnership with Victory Capital, which are expected to be completed towards the end of Q1 25, were recorded as operating expenses in the fourth quarter of 2024 for a total of -€14 million.
59 Indosuez Wealth Management scope
60 Degroof Petercam data for the quarter included in Wealth Management results: Revenues of €158m and expenses of -€120m (excluding integration costs partly borne by Degroof Petercam)
61 In Q4 24: -€12.8 million of integration costs (impacting the operating expenses line); and +€0.8 million in acquisition costs (impacting the line gains and losses on other assets)
62 2024 Degroof Petercam data included in the results of the Wealth Management business: NBI of €347 million and expenses of -€259 million (excluding integration costs partially borne by Degroof Petercam)
63 In 2024: -€26.4 million in integration costs (impacting the operating expenses line); and -€22.2 million in acquisition costs (impacting the line gains and losses on other assets)
64 Refinitiv LSEG
65 Bloomberg in EUR
66 Cost of risk for the last four quarters divided by the average of the outstandings at the start of all four quarters of the year
67 CA Auto Bank, automotive JVs and auto activities of other entities
68 CA Auto Bank and automotive JVs
69 Q4-23 base effects related to the reorganisation of the Mobility activities (Expenses +€4m, Changes in value of goodwill +€12m, Corporate income tax +€1m and Net income Group share +€17m)
70 12M-23 base effect linked to the reorganisation of Mobility activities (revenues €300m, expenses -€14m, cost of risk -€85m, equity-accounted entities -€39m, income on other assets €89m, Change in the value of goodwill +€12m, corporate tax €87m, net income Group share €176m)
71 Q4-23 base effects related to the reorganisation of the Mobility activities (Expenses +€4m, Changes in value of goodwill +€12m, Corporate income tax +€1m and Net income Group share +€17m)
72 Cost of risk for the last four quarters as a proportion of the average outstandings at the beginning of the period for the last four quarters.
7312M-23 base effect related to the reorganisation of the Mobility activities (Revenues €300m, Expenses -€14m, Cost of risk -€85m, Equity-accounted entities -€39m, GPAI €89m, Changes in value of goodwill +€12m, Corporate income tax €87m and Net income Group share €176m)
74 Net of POCI outstandings
75 Source: Abi Monthly Outlook, January 2024: -1.0% Dec./Dec. for all loans
76 At 31 December 2024, this scope corresponds to the aggregation of all Group entities present in Italy: CA Italy, CAPFM (Agos, Leasys, CA Auto Bank), CAA (CA Vita, CACI, CA Assicurazioni), Amundi, Crédit Agricole CIB, CAIWM, CACEIS, CALEF.
77 In number of branches
78 Net Promoter Score; source: Doxa survey, October 2023.
79 Assofin publication, 30/04/2024 (excluding credit cards).
80 Assets under management Source: Assogestioni, 31/05/2024
81 Production. Source: IAMA, 30/04/2024
82 Home Purchase Saving Plan base effect (reversal of the provision for Home Purchase Saving Plans) in Q4-23 of +€6.1 million in revenues and +€4.5 million in net income Group share versus 0 in Q4 2024.
83 Home Purchase Saving Plan base effect (reversal of the provision for Home Purchase Saving Plans) in 2023 of +€57.9 million in revenues and +€41.2 million in net income Group share versus €3.1 million in revenues and +€2.2 million in net income Group share in 2024.
84 Reversal of provision for Cheque Image Exchange Provision of + €21m in Q2-23
85 At 31 December 2024 this scope includes the entities CA Italy, CA Polska, CA Egypt and CA Ukraine.

86 Over a rolling four quarter period.
87 At 31 December 2024, this scope corresponds to the aggregation of all Group entities present in Italy: CA Italy, CAPFM (Agos, Leasys, CA Auto Bank), CAA (CA Vita, CACI, CA Assicurazioni), Amundi, Crédit Agricole CIB, CAIWM, CACEIS, CALEF.
88 As part of its annual resolvability assessment, Crédit Agricole Group has chosen in 2024 to continue waiving the possibility offered by Article 72ter(3) of the Capital Requirements Regulation (CRR) to use senior preferred debt for compliance with its TLAC requirements over the resolvability period that will begin during 2025.
89 Which excludes some client deposits from the asset custody business in coherence with the internal management.
90Securities within liquidity reserves are valued after discounting idiosyncratic stress (previously systemic stress) to better reflect the economic reality of central bank value.
91 Gross amount before buy-backs and amortisations
92 Gross amount before buy-backs and amortisations
93 Excl. AT1 issuances
94 Gross amount before buy-backs and amortisations
95 Excl. senior secured debt
96 Gross amount before buy-backs and amortisations
97 Gross amount before buy-backs and amortisations
98 Excl. AT1 issuances
99 APMs are financial indicators not presented in the financial statements or defined in accounting standards but used in the context of financial communications, such as underlying net income Group share or RoTE. They are used to facilitate the understanding of the company’s actual performance. Each APM indicator is matched in its definition to accounting data.

Attachment

EN_CASA_PR_2024-Q4

The MIL Network –

February 5, 2025

MIL-OSI: ChampionX Reports Fourth Quarter and Full Year 2024 Results

Source: GlobeNewswire (MIL-OSI)

Fourth-quarter revenue of $912.0 million
Fourth-quarter net income attributable to ChampionX of $82.8 million
Fourth-quarter adjusted EBITDA of $212.3 million
Fourth-quarter income before income taxes margin of 13.0%
Fourth quarter adjusted EBITDA margin of 23.3%
Fourth-quarter cash from operating activities of $207.3 million and free cash flow of $170.1 million

Full-year net income attributable to ChampionX of $320.3 million
Full-year adjusted EBITDA of $784.7 million
Full-year cash from operating activities of $589.7 million and free cash flow of $460.5 million

THE WOODLANDS, Texas, Feb. 04, 2025 (GLOBE NEWSWIRE) — ChampionX Corporation (NASDAQ: CHX) (“ChampionX” or the “Company”) today announced fourth quarter of 2024 and full year 2024 results. For the fourth quarter of 2024, revenue was $912.0 million, net income attributable to ChampionX was $82.8 million, and adjusted EBITDA was $212.3 million. Income before income taxes margin was 13.0%, and adjusted EBITDA margin was 23.3%. Cash provided by operating activities was $207.3 million, and free cash flow was $170.1 million.

CEO Commentary

“2024 was a year in which we continued to demonstrate the unique nature of ChampionX’s cash flow resiliency, driven by the strength of our high-margin operating model and capital-light portfolio of businesses. We delivered robust adjusted EBITDA margin expansion and generated strong free cash flow. Our differentiated performance is the direct result of our employees around the world remaining committed to serving our customers well and living our continuous improvement culture daily. I am thankful and humbled to lead such a remarkably dedicated team,” ChampionX’s President and Chief Executive Officer Sivasankaran “Soma” Somasundaram said.

“During the fourth quarter of 2024, we generated revenue of $912 million, which increased 1% sequentially, driven by seasonal strength in our Production Chemical Technologies business. Sequential growth in Production Chemical Technologies was offset by typical seasonal declines in our Production & Automation Technologies business into the year-end holidays. For the full year 2024, we generated revenue of $3.6 billion, and we grew our North America revenue by 3% year-over-year, driven by particular strength in the Permian basin. We generated net income attributable to ChampionX of $83 million, income before income taxes margin of 13.0%, and delivered adjusted EBITDA of $212 million, representing a 23.3% adjusted EBITDA margin, our highest level as ChampionX, which speaks to the continued productivity and profitability focus of our team. For the full year 2024, we generated net income attributable to ChampionX of $320 million, income before income taxes margin of 12.2%, a 90 basis point increase over the prior year, and delivered adjusted EBITDA of $785 million, representing a 21.6% adjusted EBITDA margin, an increase of 107 basis points year-over-year.

“We once again demonstrated our strong cash flow profile. Cash flow from operating activities was $207 million during the fourth quarter, which represented 250% of net income attributable to ChampionX, and includes a $48 million tax payment deferred from the fourth quarter of 2024 to the first quarter of 2025. We generated robust free cash flow of $170 million during the fourth quarter, converting 80% of our adjusted EBITDA for the period. Cash flow from operating activities was $590 million for the full year 2024, which represented 184% of net income attributable to ChampionX. For the full year 2024, we generated free cash flow of $460 million and achieved 59% adjusted EBITDA to free cash flow conversion. Our balance sheet and financial position remain strong, ending the year with approximately $1.2 billion of liquidity, including $508 million of cash and $675 million of available capacity on our revolving credit facility.

“As we look ahead to 2025, we expect global oil production to grow, and given our differentiated and resilient production-oriented portfolio, we expect another year of positive performance relative to general oil and gas market activity.”

Agreement to be Acquired by SLB

On April 2, 2024, SLB (NYSE: SLB) and ChampionX jointly announced a definitive Agreement and Plan of Merger (the “Merger Agreement”) for SLB to purchase ChampionX in an all-stock transaction. The transaction was unanimously approved by the ChampionX board of directors and the transaction received the approval of the ChampionX stockholders at a special meeting held on June 18, 2024. The transaction is subject to regulatory approvals and other customary closing conditions.

ChampionX may continue to pay its regular quarterly cash dividends with customary record and payment dates, subject to certain limitations under the Merger Agreement. Given the pending acquisition of ChampionX by SLB, ChampionX has discontinued providing quarterly guidance and will not host a conference call or webcast to discuss its fourth quarter and full year 2024 results.

Production Chemical Technologies

Production Chemical Technologies revenue in the fourth quarter of 2024 was $569.7 million, an increase of $10.1 million, or 2%, sequentially, due to seasonally higher volumes in certain international markets and higher volumes in North America.

Segment operating profit was $103.6 million and adjusted segment EBITDA was $133.5 million. Segment operating profit margin was 18.2%, an increase of 259 basis points, sequentially, and adjusted segment EBITDA margin was 23.4%, an increase of 187 basis points, sequentially, in each case due to volumes and product mix.

Production & Automation Technologies

Production & Automation Technologies revenue in the fourth quarter of 2024 was $269.6 million, a decrease of $6.1 million, or 2%, sequentially, due primarily to seasonality in our North American businesses into the year-end holidays.

Revenue from digital products was $62.3 million in the fourth quarter of 2024, an increase of $4.4 million, or 7.5%, compared to $57.9 million in the third quarter of 2024.

Segment operating profit was $39.0 million, and adjusted segment EBITDA was $70.7 million. Segment operating profit margin was 14.5%, an increase of 210 basis points, sequentially, and adjusted segment EBITDA margin was 26.2%, an increase of 100 basis points, sequentially, in each case due to productivity improvements and product mix.

Drilling Technologies

Drilling Technologies revenue in the fourth quarter of 2024 was $51.9 million, an increase of $0.2 million, or flat, sequentially, in-line with flat sequential U.S. rig count activity.

Segment operating profit was $10.7 million, and adjusted segment EBITDA was $12.3 million. Segment operating profit margin was 20.6%, a decrease of 160 basis points, sequentially, and adjusted segment EBITDA margin was 23.7%, a decrease of 112 basis points, sequentially, in each case due to slightly higher operating costs.

Reservoir Chemical Technologies

Reservoir Chemical Technologies revenue in the fourth quarter of 2024 was $21.9 million, an increase of $1.4 million, or 7%, sequentially, due primarily to higher product volumes.

Segment operating profit was $2.3 million, and adjusted segment EBITDA was $3.8 million. Segment operating profit margin was 10.5%, as compared to 8.2% in the prior quarter, and adjusted segment EBITDA margin was 17.1%, an increase of 106 basis points, sequentially, in each case due to higher product volumes.

Other Business Highlights: Production Chemical Technologies and Reservoir Chemical Technologies

Chosen by a Canadian operator to be their sole supply partner for production chemical programs to support longer asset life for the customer’s project.
Awarded SAGD accounts with a Canadian oil sands operator after a well-executed ChampionX pursuit, trial and transition. This success is expected to lead to additional growth opportunities with the customer in 2025.
Achieved growth with a national oil company in Central Asia through technology and alignment to the customer’s key business drivers. Organized technical workshops and reviews leading to the implementation of a paraffin treatment program with the customer.
Secured a new contract for the provision of chemical injection skids for Drag Reducing Agents (“DRA”) as part of a new development in Eastern Africa.
Executed a successful field trial for an innovative AAHI (hydrate inhibitor) with a major operator in Egypt. This strategic initiative is expected to assist the customer with significantly boosting production and enhancing operational efficiency.
Successfully qualified corrosion inhibitors for an existing gas field in Qatar. This achievement marks a significant step in supporting asset integrity assurance and commitment to delivering reliable solutions to the industry.
Qualified a new Kinetic Hydrate Inhibitor for a major gas field operated by a major national oil company in the Middle East region. This innovative solution delivers higher value, efficiency, and a lower total cost of operation.
Instituted notable customer-centric innovations, including the Right Products campaign which delivered 12 new chemistry innovations, the ParaClear^(R) program for paraffin remediation, and the full-time Flowback Team with new product lines and digital tools.
Advanced digital capabilities, including MyAnalytics platform for sales representatives, the Sensor Team for equipment monitoring, and a trial of a Centralized Ordering system to streamline orders.
Delivered on our first RenewIQ+^(R) opportunity, pumping a Reservoir Chemical Technologies chemistry in conjunction with our standard RenewIQ^(R) offering.
Gained significant commercial traction among key customers with Reservoir Chemical Technologies’ new acidizing technology. This innovative system has been evaluated by a major Middle East operator and recognized as one of the top-performing solutions in the market. This milestone underscores our commitment to providing sustainable, high-performance solutions that align with the evolving needs of the industry.

Other Business Highlights: Production & Automation Technologies

Expanded the portfolio of recently acquired RMSpumptools into North America, delivering new solutions to a major oil company in the Permian basin using permanent magnet motor technology. Additional interest and growth with customers are building into 2025.
Introduced the SMARTEN™ Lite rod pump controller, which offers an economical automation solution for marginal, low-producing rod pump wells. This new technology was successfully operating on 60 new wells in Q4 2024, helping operators gain 24/7 surveillance and remote control of their rod pump assets with a low-cost edge computing device that requires minimal hardware and setup.
Continuing to see strong market penetration and interest in Artificial Lift Performance’s Pump Checker software offering. Software license counts have increased by more than 30% since the February 2024 acquisition, with a focused growth on gas lift/plunger lift well applications.
Successfully added well density to a performance-based integrated production optimization (“IPO”) project recently secured with a customer in the Permian basin, and extended the reach of this holistic solution with an additional customer in the Permian. The IPO solution combines artificial lift, chemicals and chemical injection systems with digital automation, controls, data management, and optimization services to drive incremental production with effective cost management for operators.
Deployed a large SOOFIE™ continuous emissions monitoring system for an operator in the Middle East. Based on initial results, the customer plans to deploy additional fixed emissions monitoring systems as well as incorporate the ChampionX Aura™ optical gas imaging camera in the field. Our technology was selected based on its proven capabilities and ChampionX collaboration with the field team to assure a steady stream of high-quality data. The SOOFIE continuous monitoring system provides real-time, 24/7 surveillance of methane and other greenhouse gases at oil and gas facilities and landfills.
Completed installations of ChampionX’s AnX™ coiled rod technology with a Middle East operator. Based on the excellent performance of this corrosion-resistant coiled rod, the customer has ordered product to install in additional wells in 2025. AnX recently won the Gulf Energy Excellence award for Best Production Technology and has demonstrated dramatic run life improvement in highly corrosive applications in multiple geographies around the world.
Successfully completed the initial installations of a full rod pumping solution on a very challenging application in Colombia. The solution brings together both the downhole rods and pump with ChampionX’s rod lift production optimization software. The customer reports that results are exceeding expectations, with production increasing by 35% while reducing operating costs through optimizing resources required to operate the wells.
Expanded production optimization software capabilities with customers in Peru and Argentina. Our XSPOC™ software has been implemented across more than 300 wells in Peru and additional licenses are planned in Q1 2025. In Argentina, a customer implemented the software across three fields. By delivering diagnostic insights and actionable recommendations, XSPOC software enables customers to enhance well performance, increase production, and reduce operating costs.

About Non-GAAP Measures

In addition to financial results determined in accordance with generally accepted accounting principles in the United States (“GAAP”), this news release presents non-GAAP financial measures. Management believes that adjusted EBITDA, adjusted EBITDA margin, adjusted net income attributable to ChampionX and adjusted diluted earnings per share attributable to ChampionX, provide useful information to investors regarding the Company’s financial condition and results of operations because they reflect the core operating results of our businesses and help facilitate comparisons of operating performance across periods. In addition, free cash flow, free cash flow to adjusted EBITDA ratio, and free cash flow to revenue ratio are used by management to measure our ability to generate positive cash flow for debt reduction and to support our strategic objectives. Although management believes the aforementioned non-GAAP financial measures are good tools for internal use and the investment community in evaluating ChampionX’s overall financial performance, the foregoing non-GAAP financial measures should be considered in addition to, not as a substitute for or superior to, other measures of financial performance prepared in accordance with GAAP. A reconciliation of these non-GAAP measures to the most directly comparable GAAP measures is included in the accompanying financial tables.

About ChampionX

ChampionX is a global leader in chemistry solutions, artificial lift systems, and highly engineered equipment and technologies that help companies drill for and produce oil and gas safely, efficiently, and sustainably around the world. ChampionX’s expertise, innovative products, and digital technologies provide enhanced oil and gas production, transportation, and real-time emissions monitoring throughout the lifecycle of a well. To learn more about ChampionX, visit our website at www.ChampionX.com.

Forward-Looking Statements

This news release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements include statements relating to the proposed transaction between SLB and ChampionX, including statements regarding the benefits of the transaction and the anticipated timing of the transaction, and information regarding the businesses of SLB and ChampionX, including expectations regarding outlook and all underlying assumptions, SLB’s and ChampionX’s objectives, plans and strategies, information relating to operating trends in markets where SLB and ChampionX operate, statements that contain projections of results of operations or of financial condition and all other statements other than statements of historical fact that address activities, events or developments that SLB or ChampionX intends, expects, projects, believes or anticipates will or may occur in the future. Such statements are based on management’s beliefs and assumptions made based on information currently available to management. All statements in this communication, other than statements of historical fact, are forward-looking statements that may be identified by the use of the words “outlook,” “guidance,” “expects,” “believes,” “anticipates,” “should,” “estimates,” “intends,” “plans,” “seeks,” “targets,” “may,” “can,” “believe,” “predict,” “potential,” “projected,” “projections,” “precursor,” “forecast,” “ambition,” “goal,” “scheduled,” “think,” “could,” “would,” “will,” “see,” “likely,” and other similar expressions or variations, but not all forward-looking statements include such words. These forward-looking statements involve known and unknown risks and uncertainties, and which may cause SLB’s or ChampionX’s actual results and performance to be materially different from those expressed or implied in the forward-looking statements. Factors and risks that may impact future results and performance include, but are not limited to those factors and risks described in Part I, “Item 1. Business”, “Item 1A. Risk Factors”, and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in SLB’s Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the Securities and Exchange Commission (the “SEC”) on January 24, 2024 and Part 1, Item 1A, “Risk Factors” in ChampionX’s Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on February 6, 2024, and each of their respective, subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. These include, but are not limited to, and in each case as a possible result of the proposed transaction on each of SLB and ChampionX: the ultimate outcome of the proposed transaction between SLB and ChampionX, including the effect of the announcement of the proposed transaction; the ability to operate the SLB and ChampionX respective businesses, including business disruptions; difficulties in retaining and hiring key personnel and employees; the ability to maintain favorable business relationships with customers, suppliers and other business partners; the terms and timing of the proposed transaction; the occurrence of any event, change or other circumstance that could give rise to the termination of the proposed transaction; the anticipated or actual tax treatment of the proposed transaction; the ability to satisfy closing conditions to the completion of the proposed transaction (including the adoption of the merger agreement in respect of the proposed transaction by ChampionX stockholders); other risks related to the completion of the proposed transaction and actions related thereto; the ability of SLB and ChampionX to integrate the business successfully and to achieve anticipated synergies and value creation from the proposed transaction; changes in demand for SLB’s or ChampionX’s products and services; global market, political and economic conditions, including in the countries in which SLB and ChampionX operate; the ability to secure government regulatory approvals on the terms expected, at all or in a timely manner; the extent of growth of the oilfield services market generally, including for chemical solutions in production and midstream operations; the global macro-economic environment, including headwinds caused by inflation, rising interest rates, unfavorable currency exchange rates, and potential recessionary or depressionary conditions; the impact of shifts in prices or margins of the products that SLB or ChampionX sells or services that SLB or ChampionX provides, including due to a shift towards lower margin products or services; cyber-attacks, information security and data privacy; the impact of public health crises, such as pandemics (including COVID-19) and epidemics and any related company or government policies and actions to protect the health and safety of individuals or government policies or actions to maintain the functioning of national or global economies and markets; trends in crude oil and natural gas prices, including trends in chemical solutions across the oil and natural gas industries, that may affect the drilling and production activity, profitability and financial stability of SLB’s and ChampionX’s customers and therefore the demand for, and profitability of, their products and services; litigation and regulatory proceedings, including any proceedings that may be instituted against SLB or ChampionX related to the proposed transaction; failure to effectively and timely address energy transitions that could adversely affect the businesses of SLB or ChampionX, results of operations, and cash flows of SLB or ChampionX; and disruptions of SLB’s or ChampionX’s information technology systems.

These risks, as well as other risks related to the proposed transaction, are included in the Form S-4 and proxy statement/prospectus that was filed with the SEC in connection with the proposed transaction. While the list of factors presented here is, and the list of factors presented in the registration statement on Form S-4 are, considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. For additional information about other factors that could cause actual results to differ materially from those described in the forward-looking statements, please refer to SLB’s and ChampionX’s respective periodic reports and other filings with the SEC, including the risk factors identified in SLB’s and ChampionX’s Annual Reports on Form 10-K, respectively, and SLB’s and ChampionX’s subsequent Quarterly Reports on Form 10-Q. The forward-looking statements included in this communication are made only as of the date hereof. Neither SLB nor ChampionX undertakes any obligation to update any forward-looking statements to reflect subsequent events or circumstances, except as required by law.

Investor Contact: Byron Pope
byron.pope@championx.com
281-602-0094

Media Contact: John Breed
john.breed@championx.com
281-403-5751

CHAMPIONX CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)

	Three Months Ended									Years Ended
	Dec 31,			Sep 30,			Dec 31,			December 31,
(in thousands, except per share amounts)		2024			2024			2023			2024			2023
Revenue	$	912,037		$	906,533		$	943,555		$	3,633,983		$	3,758,285
Cost of goods and services		600,154			608,764			661,337			2,445,281			2,618,646
Gross profit		311,883			297,769			282,218			1,188,702			1,139,639
Selling, general and administrative expense		184,722			180,501			147,415			720,632			633,032
(Gain) loss on sale-leaseback transaction and disposal group		—			57			—			(29,826	)		12,965
Interest expense, net		12,375			14,137			13,808			55,868			54,562
Foreign currency transaction losses (gains), net		1,697			3,505			14,651			2,490			36,334
Other income, net		(5,026	)		(2,176	)		(7,584	)		(3,337	)		(21,078	)
Income before income taxes		118,115			101,745			113,928			442,875			423,824
Provision for income taxes		33,204			28,078			35,771			115,746			105,105
Net income		84,911			73,667			78,157			327,129			318,719
Net income attributable to noncontrolling interest		2,145			1,659			959			6,863			4,481
Net income attributable to ChampionX	$	82,766		$	72,008		$	77,198		$	320,266		$	314,238

Earnings per share attributable to ChampionX:
Basic	$	0.43		$	0.38		$	0.40		$	1.68		$	1.60
Diluted	$	0.43		$	0.37		$	0.39		$	1.65		$	1.57

Weighted-average shares outstanding:
Basic		190,586			190,496			193,191			190,578			196,083
Diluted		193,487			193,362			196,649			193,643			199,906

CHAMPIONX CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)

	December 31,
(in thousands)		2024			2023
Assets
Current Assets:
Cash and cash equivalents	$	507,681		$	288,557
Receivables, net		466,782			534,534
Inventories, net		496,831			521,549
Prepaid expenses and other current assets		92,603			80,777
Total current assets		1,563,897			1,425,417

Property, plant and equipment, net		755,422			773,552
Goodwill		718,944			669,064
Intangible assets, net		258,614			243,553
Other non-current assets		173,375			130,116
Total assets	$	3,470,252		$	3,241,702

Liabilities
Current portion of long-term debt	$	6,203		$	6,203
Accounts payable		455,531			451,680
Other current liabilities		324,138			324,866
Total current liabilities		785,872			782,749

Long-term debt		591,453			594,283
Other long-term liabilities		261,749			203,639
Stockholders’ equity:
ChampionX stockholders’ equity		1,846,437			1,676,622
Noncontrolling interest		(15,259	)		(15,591	)
Total liabilities and equity	$	3,470,252		$	3,241,702

CHAMPIONX CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

	Years Ended December 31,
(in thousands)		2024			2023
Cash flows from operating activities:
Net income	$	327,129		$	318,719
Depreciation and amortization		245,825			235,936
(Gain) loss on sale-leaseback transaction and disposal group		(29,826	)		12,965
Loss on Argentina Blue Chip Swap transaction		7,086			—
Deferred income taxes		(22,873	)		(22,272	)
(Gain) on disposal of fixed assets		(443	)		(1,046	)
Receivables		76,569			70,021
Inventories		(8,924	)		18,753
Accounts payable		(399	)		(53,891	)
Other assets		(15,152	)		20,395
Leased assets		(33,767	)		(51,247	)
Other operating items, net		44,456			(8,062	)
Net cash provided by operating activities		589,681			540,271

Cash flows from investing activities:
Capital expenditures		(141,310	)		(142,324	)
Proceeds from sale of fixed assets		12,113			14,545
Proceeds from sale-leaseback transaction		44,292			—
Purchase of investments		(31,526	)		—
Sale of investments		24,358			—
Acquisitions, net of cash acquired		(123,269	)		—
Net cash used for investing activities		(215,342	)		(127,779	)

Cash flows from financing activities:
Proceeds from long-term debt		—			15,500
Repayment of long-term debt		(6,203	)		(45,176	)
Repurchases of common stock		(49,399	)		(277,575	)
Dividends paid		(70,531	)		(64,980	)
Other		(24,324	)		(934	)
Net cash used for financing activities		(150,457	)		(373,165	)

Effect of exchange rate changes on cash and cash equivalents		(4,758	)		(957	)

Net increase in cash and cash equivalents		219,124			38,370
Cash and cash equivalents at beginning of period		288,557			250,187
Cash and cash equivalents at end of period	$	507,681		$	288,557

CHAMPIONX CORPORATION
BUSINESS SEGMENT DATA
(UNAUDITED)

	Three Months Ended									Years Ended
	Dec 31,			Sep 30,			Dec 31,			December 31,
(in thousands)		2024			2024			2023			2024			2023
Segment revenue:
Production Chemical Technologies	$	569,662		$	559,539		$	634,137		$	2,288,886		$	2,404,377
Production & Automation Technologies		269,568			275,700			241,294			1,042,369			1,003,146
Drilling Technologies		51,942			51,792			46,821			211,828			215,721
Reservoir Chemical Technologies		21,937			20,531			21,402			94,296			96,154
Corporate and other		(1,072	)		(1,029	)		(99	)		(3,396	)		38,887
Total revenue	$	912,037		$	906,533		$	943,555		$	3,633,983		$	3,758,285

Income (loss) before income taxes:
Segment operating profit (loss):
Production Chemical Technologies	$	103,567		$	87,260		$	102,179		$	364,047		$	350,216
Production & Automation Technologies		39,027			34,136			22,110			123,840			118,409
Drilling Technologies		10,703			11,501			8,679			78,469			45,481
Reservoir Chemical Technologies		2,294			1,675			3,907			12,078			10,541
Total segment operating profit		155,591			134,572			136,875			578,434			524,647
Corporate and other		25,101			18,690			9,139			79,691			46,261
Interest expense, net		12,375			14,137			13,808			55,868			54,562
Income before income taxes	$	118,115		$	101,745		$	113,928		$	442,875		$	423,824

Operating profit margin / income (loss) before income taxes margin:
Production Chemical Technologies		18.2	%		15.6	%		16.1	%		15.9	%		14.6	%
Production & Automation Technologies		14.5	%		12.4	%		9.2	%		11.9	%		11.8	%
Drilling Technologies		20.6	%		22.2	%		18.5	%		37.0	%		21.1	%
Reservoir Chemical Technologies		10.5	%		8.2	%		18.3	%		12.8	%		11.0	%
ChampionX Consolidated		13.0	%		11.2	%		12.1	%		12.2	%		11.3	%

Adjusted EBITDA
Production Chemical Technologies	$	133,475		$	120,622		$	139,107		$	489,549		$	506,991
Production & Automation Technologies		70,739			69,604			52,800			259,531			232,672
Drilling Technologies		12,321			12,867			10,361			54,411			51,986
Reservoir Chemical Technologies		3,751			3,292			5,501			18,343			18,498
Corporate and other		(8,021	)		(8,873	)		(9,624	)		(37,112	)		(38,926	)
Adjusted EBITDA	$	212,265		$	197,512		$	198,145		$	784,722		$	771,221

Adjusted EBITDA margin
Production Chemical Technologies		23.4	%		21.6	%		21.9	%		21.4	%		21.1	%
Production & Automation Technologies		26.2	%		25.2	%		21.9	%		24.9	%		23.2	%
Drilling Technologies		23.7	%		24.8	%		22.1	%		25.7	%		24.1	%
Reservoir Chemical Technologies		17.1	%		16.0	%		25.7	%		19.5	%		19.2	%
ChampionX Consolidated		23.3	%		21.8	%		21.0	%		21.6	%		20.5	%

CHAMPIONX CORPORATION
RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL MEASURES
(UNAUDITED)

	Three Months Ended									Years Ended
	Dec 31,			Sep 30,			Dec 31,			December 31,
(in thousands)		2024			2024			2023			2024			2023
Net income attributable to ChampionX	$	82,766		$	72,008		$	77,198		$	320,266		$	314,238
Pre-tax adjustments:
(Gain) loss on sale-leaseback transaction and disposal group⁽¹⁾		—			57			—			(29,826	)		12,965
Russia sanctions compliance and impacts⁽²⁾		73			109			160			366			1,209
Restructuring and other related charges		2,704			5,317			2,407			17,657			13,387
Merger transaction costs⁽³⁾		14,434			8,312			—			37,805			245
Acquisition costs and related adjustments⁽⁴⁾		75			753			(6,817	)		2,634			(12,670	)
Intellectual property defense		158			69			638			1,537			1,545
Merger-related indemnification responsibility⁽⁵⁾		100			—			—			100			722
Tulsa, Oklahoma storm damage		—			—			660			305			3,162
Foreign currency transaction losses, net		1,697			3,505			14,651			2,490			36,334
Loss on Argentina Blue Chip Swap transaction		—			—			—			7,086			—
Tax impact of adjustments		(5,565	)		(4,259	)		(2,600	)		(10,480	)		(12,650	)
Adjusted net income attributable to ChampionX		96,442			85,871			86,297			349,940			358,487
Tax impact of adjustments		5,565			4,259			2,600			10,480			12,650
Net income attributable to noncontrolling interest		2,145			1,659			959			6,863			4,481
Depreciation and amortization		62,534			63,508			58,710			245,825			235,936
Provision for income taxes		33,204			28,078			35,771			115,746			105,105
Interest expense, net		12,375			14,137			13,808			55,868			54,562
Adjusted EBITDA	$	212,265		$	197,512		$	198,145		$	784,722		$	771,221

_______________________

(1)	Amounts represents the and the gain on the sale and leaseback of certain buildings and land during 2024. For the year ended December 31, 2023, the loss recorded to properly adjust the carrying value of our Chemical Technologies operations in Russia to the lower of carrying value or fair value less costs to sell .
(2)	Includes charges incurred related to legal and professional fees to comply with, as well as additional foreign currency exchange losses associated with, the sanctions imposed in Russia.
(3)	Includes costs incurred during 2024 in relation to the Merger Agreement with Schlumberger Limited, including third party legal and professional fees.
(4)	Includes costs incurred for the acquisition of businesses and revenue associated with the amortization of a liability established as part of the merger transaction with Ecolab Inc. (“Ecolab”) to acquire the Chemical Technologies business, representing unfavorable terms under the Cross Supply Agreement, as well as costs incurred for the acquisition of businesses. During the fourth quarter of 2023, we recorded a fair value adjustment to contingent consideration on a prior acquisition as well as the settlement of an item pursuant to the tax matters agreement with Ecolab.
(5)	Expense related to the June 3, 2020 merger transaction with Ecolab in which we acquired the Chemical Technologies business.

	Three Months Ended									Years Ended
	Dec 31,			Sep 30,			Dec 31,			December 31,
(in thousands)		2024			2024			2023			2024			2023
Diluted earnings per share attributable to ChampionX	$	0.43		$	0.37		$	0.39		$	1.65		$	1.57
Per share adjustments:
(Gain) loss on sale-leaseback transaction and disposal group		—			—			—			(0.15	)		0.06
Russia sanctions compliance and impacts		—			—			—						—
Restructuring and other related charges		0.01			0.03			0.01			0.09			0.07
Merger transaction costs		0.07			0.04			—			0.20			—
Acquisition costs and related adjustments		—			—			(0.03	)		0.01			(0.06	)
Intellectual property defense		—			—			—			0.01			0.01
Merger-related indemnification responsibility		—			—			—			—			—
Tulsa, Oklahoma storm damage		—			—			0.01			—			0.02
Foreign currency transaction losses		0.01			0.02			0.07			0.01			0.18
Loss on Argentina Blue Chip Swap transaction		—			—			—			0.04			—
Tax impact of adjustments		(0.02	)		(0.02	)		(0.01	)		(0.05	)		(0.06	)
Adjusted diluted earnings per share attributable to ChampionX	$	0.50		$	0.44		$	0.44		$	1.81		$	1.79

CHAMPIONX CORPORATION
RECONCILIATIONS OF GAAP TO NON-GAAP FINANCIAL MEASURES
(UNAUDITED)

	Three Months Ended									Years Ended
	Dec 31,			Sep 30,			Dec 31,			December 31,
(in thousands)		2024			2024			2023			2024			2023
Production Chemical Technologies
Segment operating profit	$	103,567		$	87,260		$	102,179		$	364,047		$	350,216
Non-GAAP adjustments		2,251			7,073			11,194			19,108			51,717
Depreciation and amortization		27,657			26,289			25,734			106,394			105,058
Segment adjusted EBITDA	$	133,475		$	120,622		$	139,107		$	489,549		$	506,991

Production & Automation Technologies
Segment operating profit	$	39,027		$	34,136		$	22,110		$	123,840		$	118,409
Non-GAAP adjustments		75			1,656			1,231			9,807			5,246
Depreciation and amortization		31,637			33,812			29,459			125,884			109,017
Segment adjusted EBITDA	$	70,739		$	69,604		$	52,800		$	259,531		$	232,672

Drilling Technologies
Segment operating profit	$	10,703		$	11,501		$	8,679		$	78,469		$	45,481
Non-GAAP adjustments		306			54			109			(29,523	)		313
Depreciation and amortization		1,312			1,312			1,573			5,465			6,192
Segment adjusted EBITDA	$	12,321		$	12,867		$	10,361		$	54,411		$	51,986

Reservoir Chemical Technologies
Segment operating profit	$	2,294		$	1,675		$	3,907		$	12,078		$	10,541
Non-GAAP adjustments		39			3			4			69			1,486
Depreciation and amortization		1,418			1,614			1,590			6,196			6,471
Segment adjusted EBITDA	$	3,751		$	3,292		$	5,501		$	18,343		$	18,498

Corporate and other
Segment operating profit	$	(37,476	)	$	(32,827	)	$	(22,947	)	$	(135,559	)	$	(100,823	)
Non-GAAP adjustments		16,570			9,336			(839	)		40,693			(1,863	)
Depreciation and amortization		510			481			354			1,886			9,198
Interest expense, net		12,375			14,137			13,808			55,868			54,562
Segment adjusted EBITDA	$	(8,021	)	$	(8,873	)	$	(9,624	)	$	(37,112	)	$	(38,926	)

Free Cash Flow

	Three Months Ended									Years Ended
	Dec 31,			Sep 30,			Dec 31,			December 31,
(in thousands)		2024			2024			2023			2024			2023
Free Cash Flow
Cash provided by operating activities	$	207,250		$	141,298		$	168,953		$	589,681		$	540,271
Less: Capital expenditures, net of proceeds from sale of fixed assets		(37,117	)		(33,248	)		(29,142	)		(129,197	)		(127,779	)
Free cash flow	$	170,133		$	108,050		$	139,811		$	460,484		$	412,492

Cash From Operating Activities to Revenue Ratio
Cash provided by operating activities	$	207,250		$	141,298		$	168,953		$	589,681		$	540,271
Revenue	$	912,037		$	906,533		$	943,555		$	3,633,983		$	3,758,285

Cash from operating activities to revenue ratio		23	%		16	%		18	%		16	%		14	%

Free Cash Flow to Revenue Ratio
Free cash flow	$	170,133		$	108,050		$	139,811		$	460,484		$	412,492
Revenue	$	912,037		$	906,533		$	943,555		$	3,633,983		$	3,758,285

Free cash flow to revenue ratio		19	%		12	%		15	%		13	%		11	%

Free Cash Flow to Adjusted EBITDA Ratio
Free cash flow	$	170,133		$	108,050		$	139,811		$	460,484		$	412,492
Adjusted EBITDA	$	212,265		$	197,512		$	198,145		$	784,722		$	771,221

Free cash flow to adjusted EBITDA ratio		80	%		55	%		71	%		59	%		53	%

The MIL Network –

February 5, 2025

MIL-OSI: AMD Reports Fourth Quarter and Full Year 2024 Financial Results

Source: GlobeNewswire (MIL-OSI)

SANTA CLARA, Calif., Feb. 04, 2025 (GLOBE NEWSWIRE) — AMD (NASDAQ:AMD) today announced financial results for the fourth quarter and full year of 2024. Fourth quarter revenue was a record $7.7 billion, gross margin was 51%, operating income was $871 million, net income was $482 million and diluted earnings per share was $0.29. On a non-GAAP^(*) basis, gross margin was 54%, operating income was a record $2.0 billion, net income was a record $1.8 billion and diluted earnings per share was $1.09.

For the full year 2024, AMD reported record revenue of $25.8 billion, gross margin of 49%, operating income of $1.9 billion, net income of $1.6 billion, and diluted earnings per share of $1.00. On a non-GAAP^(*) basis, gross margin was a record 53%, operating income was $6.1 billion, net income was $5.4 billion and diluted earnings per share was $3.31.

“2024 was a transformative year for AMD as we delivered record annual revenue and strong earnings growth,” said AMD Chair and CEO Dr. Lisa Su. “Data Center segment annual revenue nearly doubled as EPYC processor adoption accelerated and we delivered more than $5 billion of AMD Instinct accelerator revenue. Looking into 2025, we see clear opportunities for continued growth based on the strength of our product portfolio and growing demand for high-performance and adaptive computing.”

“We closed 2024 with a strong fourth quarter, delivering record revenue up 24% year-over-year, and accelerated earnings expansion while investing aggressively in AI and innovation to position us for long-term growth and value creation,” said AMD EVP, CFO and Treasurer Jean Hu.

GAAP Quarterly Financial Results

	Q4 2024	Q4 2023	Y/Y	Q3 2024	Q/Q
Revenue ($M)	$7,658	$6,168	Up 24%	$6,819	Up 12%
Gross profit ($M)	$3,882	$2,911	Up 33%	$3,419	Up 14%
Gross margin	51%	47%	Up 4 ppts	50%	Up 1%
Operating expenses ($M)	$3,022	$2,575	Up 17%	$2,709	Up 12%
Operating income ($M)	$871	$342	Up 155%	$724	Up 20%
Operating margin	11%	6%	Up 5 ppts	11%	Flat
Net income ($M)	$482	$667	Down 28%	$771	Down 37%
Diluted earnings per share	$0.29	$0.41	Down 29%	$0.47	Down 38%

Non-GAAP(*) Quarterly Financial Results

	Q4 2024	Q4 2023	Y/Y	Q3 2024	Q/Q
Revenue ($M)	$7,658	$6,168	Up 24%	$6,819	Up 12%
Gross profit ($M)	$4,140	$3,133	Up 32%	$3,657	Up 13%
Gross margin	54%	51%	Up 3 ppts	54%	Flat
Operating expenses ($M)	$2,125	$1,727	Up 23%	$1,956	Up 9%
Operating income ($M)	$2,026	$1,412	Up 43%	$1,715	Up 18%
Operating margin	26%	23%	Up 3 ppts	25%	Up 1 ppt
Net income ($M)	$1,777	$1,249	Up 42%	$1,504	Up 18%
Diluted earnings per share	$1.09	$0.77	Up 42%	$0.92	Up 18%

Annual Financial Results

	GAAP			Non-GAAP^(*)
	2024	2023	Y/Y	2024	2023	Y/Y
Revenue ($M)	$25,785	$22,680	Up 14%	$25,785	$22,680	Up 14%
Gross profit ($M)	$12,725	$10,460	Up 22%	$13,759	$11,436	Up 20%
Gross margin %	49%	46%	Up 3 ppts	53%	50%	Up 3 ppts
Operating expenses ($M)	$10,873	$10,093	Up 8%	$7,669	$6,616	Up 16%
Operating income ($M)	$1,900	$401	Up 374%	$6,138	$4,854	Up 26%
Operating margin %	7%	2%	Up 5 ppts	24%	21%	Up 3 ppts
Net income ($M)	$1,641	$854	Up 92%	$5,420	$4,302	Up 26%
Diluted earnings per share	$1.00	$0.53	Up 89%	$3.31	$2.65	Up 25%

Segment Summary

Data Center segment revenue in the quarter was a record $3.9 billion, up 69% year-over-year primarily driven by the strong ramp of AMD Instinct™ GPU shipments and growth in AMD EPYC™ CPU sales.
- For 2024, Data Center segment revenue was a record $12.6 billion, an increase of 94% compared to the prior year, driven by growth in both AMD Instinct and EPYC processors.
Client segment revenue in the quarter was a record $2.3 billion, up 58% year-over-year primarily driven by strong demand for AMD Ryzen™ processors.
- For 2024, Client segment revenue was a record $7.1 billion, up 52% compared to the prior year, due to strong demand for AMD Ryzen processors in desktop and mobile.
Gaming segment revenue in the quarter was $563 million, down 59% year-over-year, primarily due to a decrease in semi-custom revenue.
- For 2024, Gaming segment revenue was $2.6 billion, down 58% compared to the prior year, primarily due to a decrease in semi-custom revenue.
Embedded segment revenue in the quarter was $923 million, down 13% year-over-year, as end market demand continues to be mixed.
- For 2024, Embedded segment revenue was $3.6 billion, down 33% from the prior year, primarily due to customers normalizing their inventory levels.

Recent PR Highlights

AMD continues expanding its partnerships to deliver highly performant AI infrastructure at scale:
- IBM announced plans to deploy AMD Instinct MI300X accelerators to power generative AI and HPC applications on IBM Cloud.
- Vultr and AMD announced a strategic collaboration to leverage AMD Instinct MI300X accelerators and AMD ROCm™ open software to power Vultr’s cloud infrastructure for enterprise AI development and deployment.
- Aleph Alpha announced that it will leverage AMD Instinct MI300 Series accelerators and ROCm software to enable its tokenizer-free LLM architecture, a new approach to generative AI that aims to simplify the development of sovereign AI solutions for governments and enterprises.
- Fujitsu and AMD announced a strategic partnership to develop more sustainable computing infrastructure to accelerate open source AI.
- AMD expanded strategic investments to advance the AI ecosystem and solutions, including investments in LiquidAI, Vultr and Absci.

AMD is accelerating its AI software roadmap to deliver a robust open AI stack for the ecosystem:
- AMD released ROCm 6.3 with numerous performance enhancements enabling faster inferencing on AMD Instinct accelerators as well as additional compiler tools and libraries.
- AMD shared an update on its 2025 plans for the ROCm software stack to enable easier adoption of and improved out of box support for both inferencing and training applications.
Dell and AMD announced that AMD Ryzen AI PRO processors will power new Dell Pro notebook and desktop PCs, bringing exceptional battery life, on-device AI, Copilot+ experiences and dependable productivity to enterprise users. For the first time, Dell will offer a full portfolio of commercial PCs based on Ryzen processors, marking a significant milestone in the companies’ collaboration.
AMD expanded its broad consumer and commercial AI PC portfolio:
- New AMD Ryzen AI Max and Ryzen AI Max PRO Series processors deliver workstation-level performance and next-gen AI performance for gaming, content creation and complex AI-accelerated workloads.
- Expanded Ryzen AI 300 and Ryzen AI 300 PRO Series processors bring premium AI capabilities to mainstream and entry-level notebooks, as well as enhanced security, manageability and support for Microsoft Copilot+ experiences tailored for business users.
- Additional Ryzen 200 and Ryzen 200 PRO Series processors offer incredible AI experiences, performance and battery life for everyday users and professionals.
- More than 150 Ryzen AI platforms are expected to be available from leading OEMs this year.
AMD extended its leadership in high performance computing (HPC), enabling the most powerful and many of the most energy efficient supercomputers in the world:
- The El Capitan supercomputer at Lawrence Livermore National Laboratory became the second AMD supercomputer to surpass the exascale barrier, placing #1 on the latest Top500 list.
- The Hunter supercomputer at the High-Performance Computing Center of the University of Stuttgart (HLRS), powered by AMD Instinct MI300A APUs, began service, delivering HPC and AI resources for scientists, researchers, industry and the public sector.
- AMD EPYC processors and AMD Instinct accelerators power many new supercomputing projects and AI deployments, including the Eni HPC 6 system, the University of Paderborn’s latest supercomputer and the Sigma2 AS system which is slated to be the fastest system in Norway.
AMD powers incredible experiences for gamers across a broad range of devices:
- At CES 2025, AMD announced new AMD Ryzen 9000X3D, Ryzen Z2 and Ryzen 9000HX processors, extending its leadership in desktop, mobile and handheld gaming.
- AMD shared the latest version of AMD Software: Adrenalin Edition™, 24.9.1, continuing to enhance gaming experiences with AMD Fluid Motion Frames 2 and AMD HYPR-RX.
AMD continues to deliver leadership compute performance and capabilities at the edge with an expanded portfolio of solutions:
- New AMD Versal™ Gen 2 portfolio with next-generation interface and memory technologies for data-intensive applications in the data center, communications, test and measurement and aerospace and defense markets.
- AMD Versal RF Series adaptive SoCs, combining high-resolution radio frequency data converters, dedicated DSP hard IP, AI engines and programmable logic in a single chip.
- Vodafone and AMD announced they are collaborating on mobile base station silicon chip designs to enable higher-capacity AI and digital services.

Current Outlook

AMD’s outlook statements are based on current expectations. The following statements are forward-looking and actual results could differ materially depending on market conditions and the factors set forth under “Cautionary Statement” below.

For the first quarter of 2025, AMD expects revenue to be approximately $7.1 billion, plus or minus $300 million. At the mid-point of the revenue range, this represents year-over-year growth of approximately 30% and a sequential decline of approximately 7%. Non-GAAP gross margin is expected to be approximately 54%.

AMD Teleconference
AMD will hold a conference call at 2:00 p.m. PT (5:00 p.m. ET) today to discuss its fourth quarter and full year 2024 financial results. AMD will provide a real-time audio broadcast of the teleconference on the Investor Relations page of its website at www.amd.com.

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES

(in millions, except per share data) (Unaudited)

	Three Months Ended									Year Ended
	December 28, 2024			September 28, 2024			December 30, 2023			December 28, 2024			December 30, 2023
GAAP gross profit	$	3,882		$	3,419		$	2,911		$	12,725		$	10,460
GAAP gross margin		51	%		50	%		47	%		49	%		46	%
Stock-based compensation		6			5			6			22			30
Amortization of acquisition-related intangibles		252			233			215			946			942
Acquisition-related and other costs ⁽¹⁾		—			—			1			1			4
Inventory loss at contract manufacturer ⁽²⁾		—			—			—			65			—
Non-GAAP gross profit	$	4,140		$	3,657		$	3,133		$	13,759		$	11,436
*Non-GAAP gross margin*		54	%		54	%		51	%		53	%		50	%

GAAP operating expenses	$	3,022		$	2,709		$	2,575		$	10,873		$	10,093
GAAP operating expenses/revenue %		39	%		40	%		42	%		42	%		45	%
Stock-based compensation		333			346			368			1,385			1,350
Amortization of acquisition-related intangibles		332			352			420			1,448			1,869
Acquisition-related and other costs ⁽¹⁾		46			55			60			185			258
Restructuring charges ⁽³⁾		186			—			—			186			—
Non-GAAP operating expenses	$	2,125		$	1,956		$	1,727		$	7,669		$	6,616
*Non-GAAP operating expenses/revenue %*		28	%		29	%		28	%		30	%		29	%

GAAP operating income	$	871		$	724		$	342		$	1,900		$	401
GAAP operating margin		11	%		11	%		6	%		7	%		2	%
Stock-based compensation		339			351			374			1,407			1,380
Amortization of acquisition-related intangibles		584			585			635			2,394			2,811
Acquisition-related and other costs ⁽¹⁾		46			55			61			186			262
Inventory loss at contract manufacturer ⁽²⁾		—			—			—			65			—
Restructuring charges ⁽³⁾		186			—			—			186			—
Non-GAAP operating income	$	2,026		$	1,715		$	1,412		$	6,138		$	4,854
*Non-GAAP operating margin*		26	%		25	%		23	%		24	%		21	%

	Three Months Ended																		Year Ended
	December 28, 2024						September 28, 2024						December 30, 2023						December 28, 2024						December 30, 2023
GAAP net income / earnings per share	$	482		$	0.29		$	771		$	0.47		$	667		$	0.41		$	1,641		$	1.00		$	854		$	0.53
(Gains) losses on equity investments, net		—			—			(1	)		—			1			—			2			—			(1	)		—
Stock-based compensation		339			0.21			351			0.21			374			0.23			1,407			0.86			1,380			0.85
Equity income in investee		(12	)		(0.01	)		(7	)		—			(6	)		—			(33	)		(0.02	)		(16	)		(0.01	)
Amortization of acquisition-related intangibles		584			0.36			585			0.36			635			0.39			2,394			1.46			2,811			1.73
Acquisition-related and other costs ⁽¹⁾		46			0.03			56			0.03			61			0.04			187			0.11			262			0.16
Inventory loss at contract manufacturer ⁽²⁾		—			—			—			—			—			—			65			0.04			—			—
Restructuring charges ⁽³⁾		186			0.11			—			—			—			—			186			0.11			—			—
Income tax provision		152			0.10			(251	)		(0.15	)		(483	)		(0.30	)		(429	)		(0.25	)		(988	)		(0.61	)
Non-GAAP net income / earnings per share	$	1,777		$	1.09		$	1,504		$	0.92		$	1,249		$	0.77		$	5,420		$	3.31		$	4,302		$	2.65

(1	)	Acquisition-related and other costs primarily include transaction costs, purchase price fair value adjustments for inventory, certain compensation charges, contract termination costs and workforce rebalancing charges.
(2	)	Inventory loss at contract manufacturer is related to an incident at a third-party contract manufacturing facility.
(3	)	Restructuring charges are related to the 2024 Restructuring Plan which comprised of employee severance charges and non-cash asset impairments.

About AMD
For more than 50 years AMD has driven innovation in high-performance computing, graphics and visualization technologies. AMD employees are focused on building leadership high-performance and adaptive products that push the boundaries of what is possible. Billions of people, leading Fortune 500 businesses and cutting-edge scientific research institutions around the world rely on AMD technology daily to improve how they live, work and play. For more information about how AMD is enabling today and inspiring tomorrow, visit the AMD (NASDAQ: AMD) website, blog, LinkedIn and X pages.

Cautionary Statement

This press release contains forward-looking statements concerning Advanced Micro Devices, Inc. (AMD) such as, the opportunities for continued growth based on AMD’s product portfolio and growing demand for high-performance and adaptive computing; AMD’s ability to position itself for long-term growth and value creation; the features, functionality, performance, availability, timing and expected benefits of future AMD products; and AMD’s expected first quarter 2025 financial outlook, including revenue and non-GAAP gross margin, which are made pursuant to the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are commonly identified by words such as “would,” “may,” “expects,” “believes,” “plans,” “intends,” “projects” and other terms with similar meaning. Investors are cautioned that the forward-looking statements in this press release are based on current beliefs, assumptions and expectations, speak only as of the date of this press release and involve risks and uncertainties that could cause actual results to differ materially from current expectations. Such statements are subject to certain known and unknown risks and uncertainties, many of which are difficult to predict and generally beyond AMD’s control, that could cause actual results and other future events to differ materially from those expressed in, or implied or projected by, the forward-looking information and statements. Material factors that could cause actual results to differ materially from current expectations include, without limitation, the following: Intel Corporation’s dominance of the microprocessor market and its aggressive business practices; Nvidia’s dominance in the graphics processing unit market and its aggressive business practices; competitive markets in which AMD’s products are sold; the cyclical nature of the semiconductor industry; market conditions of the industries in which AMD products are sold; AMD’s ability to introduce products on a timely basis with expected features and performance levels; loss of a significant customer; economic and market uncertainty; quarterly and seasonal sales patterns; AMD’s ability to adequately protect its technology or other intellectual property; unfavorable currency exchange rate fluctuations; ability of third party manufacturers to manufacture AMD’s products on a timely basis in sufficient quantities and using competitive technologies; availability of essential equipment, materials, substrates or manufacturing processes; ability to achieve expected manufacturing yields for AMD’s products; AMD’s ability to generate revenue from its semi-custom SoC products; potential security vulnerabilities; potential security incidents including IT outages, data loss, data breaches and cyberattacks; uncertainties involving the ordering and shipment of AMD’s products; AMD’s reliance on third-party intellectual property to design and introduce new products; AMD’s reliance on third-party companies for design, manufacture and supply of motherboards, software, memory and other computer platform components; AMD’s reliance on Microsoft and other software vendors’ support to design and develop software to run on AMD’s products; AMD’s reliance on third-party distributors and add-in-board partners; impact of modification or interruption of AMD’s internal business processes and information systems; compatibility of AMD’s products with some or all industry-standard software and hardware; costs related to defective products; efficiency of AMD’s supply chain; AMD’s ability to rely on third party supply-chain logistics functions; AMD’s ability to effectively control sales of its products on the gray market; long-term impact of climate change on AMD’s business; impact of government actions and regulations such as export regulations, tariffs and trade protection measures; AMD’s ability to realize its deferred tax assets; potential tax liabilities; current and future claims and litigation; impact of environmental laws, conflict minerals related provisions and other laws or regulations; evolving expectations from governments, investors, customers and other stakeholders regarding corporate responsibility matters; issues related to the responsible use of AI; restrictions imposed by agreements governing AMD’s notes, the guarantees of Xilinx’s notes and the revolving credit agreement; impact of acquisitions, joint ventures and/or strategic investments on AMD’s business and AMD’s ability to integrate acquired businesses; our ability to complete the acquisition of ZT Systems;  impact of any impairment of the combined company’s assets; political, legal and economic risks and natural disasters; future impairments of technology license purchases; AMD’s ability to attract and retain qualified personnel; and AMD’s stock price volatility. Investors are urged to review in detail the risks and uncertainties in AMD’s Securities and Exchange Commission filings, including but not limited to AMD’s most recent reports on Forms 10-K and 10-Q.

(*)

In this earnings press release, in addition to GAAP financial results, AMD has provided non-GAAP financial measures including non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating expenses, non-GAAP operating expenses/revenue%, non-GAAP operating income, non-GAAP operating margin, non-GAAP net income and non-GAAP diluted earnings per share. AMD uses a normalized tax rate in its computation of the non-GAAP income tax provision to provide better consistency across the reporting periods. For fiscal 2024, AMD used a non-GAAP tax rate of 13%, which excludes the tax impact of pre-tax non-GAAP adjustments. AMD also provided adjusted EBITDA, free cash flow and free cash flow margin as supplemental non-GAAP measures of its performance. These items are defined in the footnotes to the selected corporate data tables provided at the end of this earnings press release. AMD is providing these financial measures because it believes this non-GAAP presentation makes it easier for investors to compare its operating results for current and historical periods and also because AMD believes it assists investors in comparing AMD’s performance across reporting periods on a consistent basis by excluding items that it does not believe are indicative of its core operating performance and for the other reasons described in the footnotes to the selected data tables. The non-GAAP financial measures disclosed in this earnings press release should be viewed in addition to and not as a substitute for or superior to AMD’s reported results prepared in accordance with GAAP and should be read only in conjunction with AMD’s Consolidated Financial Statements prepared in accordance with GAAP. These non-GAAP financial measures referenced are reconciled to their most directly comparable GAAP financial measures in the data tables in this earnings press release. This earnings press release also contains forward-looking non-GAAP gross margin concerning AMD’s financial outlook, which is based on current expectations as of February 4, 2025, and assumptions and beliefs that involve numerous risks and uncertainties. Adjustments to arrive at the GAAP gross margin outlook typically include stock-based compensation, amortization of acquired intangible assets and acquisition-related and other costs. The timing and impact of such adjustments are dependent on future events that are typically uncertain or outside of AMD’s control, therefore, a reconciliation to equivalent GAAP measures is not practicable at this time. AMD undertakes no intent or obligation to publicly update or revise its outlook statements as a result of new information, future events or otherwise, except as may be required by law.

© 2025 Advanced Micro Devices, Inc. All rights reserved. AMD, the AMD Arrow logo, 3D V-Cache, Alveo, AMD Instinct, EPYC, FidelityFX, Kria, Radeon, Ryzen, Threadripper, Ultrascale+, Versal, Zynq, and combinations thereof, are trademarks of Advanced Micro Devices, Inc.

ADVANCED MICRO DEVICES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Millions except per share amounts and percentages) (Unaudited)

	Three Months Ended									Year Ended
	December 28, 2024			September 28, 2024			December 30, 2023			December 28, 2024			December 30, 2023
Net revenue	$	7,658		$	6,819		$	6,168		$	25,785		$	22,680
Cost of sales		3,524			3,167			3,042			12,114			11,278
Amortization of acquisition-related intangibles		252			233			215			946			942
Total cost of sales		3,776			3,400			3,257			13,060			12,220
Gross profit		3,882			3,419			2,911			12,725			10,460
Gross margin		51	%		50	%		47	%		49	%		46	%
Research and development		1,712			1,636			1,511			6,456			5,872
Marketing, general and administrative		792			721			644			2,783			2,352
Amortization of acquisition-related intangibles		332			352			420			1,448			1,869
Licensing gain		(11	)		(14	)		(6	)		(48	)		(34	)
Restructuring charges		186			—			—			186			—
Operating income		871			724			342			1,900			401
Interest expense		(19	)		(23	)		(27	)		(92	)		(106	)
Other income (expense), net		37			36			49			181			197
Income before income taxes and equity income		889			737			364			1,989			492
Income tax provision (benefit)		419			(27	)		(297	)		381			(346	)
Equity income in investee		12			7			6			33			16
Net income	$	482		$	771		$	667		$	1,641		$	854
Earnings per share
Basic	$	0.30		$	0.48		$	0.41		$	1.01		$	0.53
Diluted	$	0.29		$	0.47		$	0.41		$	1.00		$	0.53
Shares used in per share calculation
Basic		1,623			1,620			1,616			1,620			1,614
Diluted		1,634			1,636			1,628			1,637			1,625

ADVANCED MICRO DEVICES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Millions)

	December 28, 2024			December 30, 2023
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	3,787		$	3,933
Short-term investments		1,345			1,840
Accounts receivable, net		6,192			4,323
Inventories		5,734			4,351
Receivables from related parties		113			9
Prepaid expenses and other current assets		1,878			2,312
Total current assets		19,049			16,768
Property and equipment, net		1,802			1,589
Operating lease right-of-use assets		623			633
Goodwill		24,839			24,262
Acquisition-related intangibles, net		18,930			21,363
Investment: equity method		149			99
Deferred tax assets		688			366
Other non-current assets		3,146			2,805
Total Assets	$	69,226		$	67,885

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	1,990		$	2,055
Payables to related parties		476			363
Accrued liabilities		4,260			3,082
Current portion of long-term debt, net		—			751
Other current liabilities		555			438
Total current liabilities		7,281			6,689
Long-term debt, net of current portion		1,721			1,717
Long-term operating lease liabilities		491			535
Deferred tax liabilities		349			1,202
Other long-term liabilities		1,816			1,850

Stockholders’ equity:
Capital stock:
Common stock, par value		17			17
Additional paid-in capital		61,362			59,676
Treasury stock, at cost		(6,106	)		(4,514	)
Retained earnings		2,364			723
Accumulated other comprehensive loss		(69	)		(10	)
Total stockholders’ equity		57,568			55,892
Total Liabilities and Stockholders’ Equity	$	69,226		$	67,885

ADVANCED MICRO DEVICES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Millions) (Unaudited)

	Three Months Ended						Year Ended
	December 28, 2024			December 30, 2023			December 28, 2024			December 30, 2023
Cash flows from operating activities:
Net income	$	482		$	667		$	1,641		$	854
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		172			164			671			642
Amortization of acquisition-related intangibles		583			635			2,393			2,811
Stock-based compensation		339			374			1,407			1,384
Amortization of operating lease right-of-use assets		31			25			113			98
Deferred income taxes		(300	)		(219	)		(1,163	)		(1,019	)
Inventory loss at contract manufacturer		—			—			65			—
Other		62			(23	)		12			(54	)
Changes in operating assets and liabilities
Accounts receivable, net		96			(379	)		(1,865	)		(1,339	)
Inventories		(362	)		94			(1,458	)		(580	)
Prepaid expenses and other assets		494			(34	)		343			(383	)
Receivables from and payables to related parties, net		30			29			108			(107	)
Accounts payable		(585	)		(181	)		(109	)		(419	)
Accrued and other liabilities		257			(771	)		883			(221	)
Net cash provided by operating activities		1,299			381			3,041			1,667
Cash flows from investing activities:
Purchases of property and equipment		(208	)		(139	)		(636	)		(546	)
Purchases of short-term investments		(786	)		(410	)		(1,493	)		(3,722	)
Proceeds from maturity of short-term investments		65			770			1,416			2,687
Proceeds from sale of short-term investments		25			52			616			300
Acquisitions, net of cash acquired		—			(117	)		(548	)		(131	)
Related party equity method investment		—			—			(17	)		—
Issuance of loan to related party		(100	)		—			(100	)		—
Purchase of strategic investments		(210	)		(6	)		(341	)		(11	)
Other		—			—			2			—
Net cash provided by (used in) investing activities		(1,214	)		150			(1,101	)		(1,423	)
Cash flows from financing activities:
Repayment of debt		—			—			(750	)		—
Proceeds from sales of common stock through employee equity plans		127			120			279			268
Repurchases of common stock		(256	)		(233	)		(862	)		(985	)
Common stock repurchases for tax withholding on employee equity plans		(42	)		(45	)		(728	)		(427	)
Other		—			(1	)		(1	)		(2	)
Net cash used in financing activities		(171	)		(159	)		(2,062	)		(1,146	)
Net increase (decrease) in cash, cash equivalents and restricted cash		(86	)		372			(122	)		(902	)
Cash, cash equivalents and restricted cash at beginning of period		3,897			3,561			3,933			4,835
Cash, cash equivalents and restricted cash at end of period	$	3,811		$	3,933		$	3,811		$	3,933

ADVANCED MICRO DEVICES, INC.
SELECTED CORPORATE DATA
(Millions) (Unaudited)

	Three Months Ended									Year Ended
	December 28, 2024			September 28, 2024			December 30, 2023			December 28, 2024			December 30, 2023
Segment and Category Information⁽¹⁾
Data Center
Net revenue	$	3,859		$	3,549		$	2,282		$	12,579		$	6,496
Operating income	$	1,157		$	1,041		$	666		$	3,482		$	1,267
Client
Net revenue	$	2,313		$	1,881		$	1,461		$	7,054		$	4,651
Operating income (loss)	$	446		$	276		$	55		$	897		$	(46	)
Gaming
Net revenue	$	563		$	462		$	1,368		$	2,595		$	6,212
Operating income	$	50		$	12		$	224		$	290		$	971
Embedded
Net revenue	$	923		$	927		$	1,057		$	3,557		$	5,321
Operating income	$	362		$	372		$	461		$	1,421		$	2,628
All Other
Net revenue	$	—		$	—		$	—		$	—		$	—
Operating loss	$	(1,144	)	$	(977	)	$	(1,064	)	$	(4,190	)	$	(4,419	)
Total
Net revenue	$	7,658		$	6,819		$	6,168		$	25,785		$	22,680
Operating income	$	871		$	724		$	342		$	1,900		$	401

Other Data
Capital expenditures	$	208		$	132		$	139		$	636		$	546
Adjusted EBITDA ⁽²⁾	$	2,212		$	1,887		$	1,576		$	6,824		$	5,496
Cash, cash equivalents and short-term investments	$	5,132		$	4,544		$	5,773		$	5,132		$	5,773
Free cash flow ⁽³⁾	$	1,091		$	496		$	242		$	2,405		$	1,121
Total assets	$	69,226		$	69,636		$	67,885		$	69,226		$	67,885
Total debt	$	1,721		$	1,720		$	2,468		$	1,721		$	2,468

(1	)	The Data Center segment primarily includes Artificial Intelligence (AI) accelerators, server microprocessors (CPUs), graphics processing units (GPUs), accelerated processing units (APUs), data processing units (DPUs), Field Programmable Gate Arrays (FPGAs), Smart Network Interface Cards (SmartNICs) and Adaptive System-on-Chip (SoC) products for data centers.
		The Client segment primarily includes CPUs, APUs, and chipsets for desktops and notebooks.
		The Gaming segment primarily includes discrete GPUs, and semi-custom SoC products and development services.
		The Embedded segment primarily includes embedded CPUs, GPUs, APUs, FPGAs, System on Modules (SOMs), and Adaptive SoC products.
		From time to time, the Company may also sell or license portions of its IP portfolio.
		All Other category primarily includes certain expenses and credits that are not allocated to any of the operating segments, such as amortization of acquisition-related intangible asset, employee stock-based compensation expense, acquisition-related and other costs, inventory loss at contract manufacturer, restructuring charges and licensing gain.

(2	)	Reconciliation of GAAP Net Income to Adjusted EBITDA

	Three Months Ended									Year Ended
(Millions) (Unaudited)	December 28, 2024			September 28, 2024			December 30, 2023			December 28, 2024			December 30, 2023
GAAP net income	$	482		$	771		$	667		$	1,641		$	854
Interest expense		19			23			27			92			106
Other (income) expense, net		(37	)		(36	)		(49	)		(181	)		(197	)
Income tax provision (benefit)		419			(27	)		(297	)		381			(346	)
Equity income in investee		(12	)		(7	)		(6	)		(33	)		(16	)
Stock-based compensation		339			351			374			1,407			1,380
Depreciation and amortization		186			171			164			685			642
Amortization of acquisition-related intangibles		584			585			635			2,394			2,811
Inventory loss at contract manufacturer		—			—			—			65			—
Acquisition-related and other costs		46			56			61			187			262
Restructuring charges		186			—			—			186			—
Adjusted EBITDA	$	2,212		$	1,887		$	1,576		$	6,824		$	5,496

The Company presents “Adjusted EBITDA” as a supplemental measure of its performance. Adjusted EBITDA for the Company is determined by adjusting GAAP net income for interest expense, other (income) expense, net, income tax provision (benefit), equity income in investee, stock-based compensation, depreciation and amortization expense, amortization of acquisition-related intangibles, inventory loss at contract manufacturer, acquisition-related and other costs, and restructuring charges. The Company calculates and presents Adjusted EBITDA because management believes it is of importance to investors and lenders in relation to its overall capital structure and its ability to borrow additional funds. In addition, the Company presents Adjusted EBITDA because it believes this measure assists investors in comparing its performance across reporting periods on a consistent basis by excluding items that the Company does not believe are indicative of its core operating performance. The Company’s calculation of Adjusted EBITDA may or may not be consistent with the calculation of this measure by other companies in the same industry. Investors should not view Adjusted EBITDA as an alternative to the GAAP operating measure of income or GAAP liquidity measures of cash flows from operating, investing and financing activities. In addition, Adjusted EBITDA does not take into account changes in certain assets and liabilities that can affect cash flows.

(3

)

Reconciliation of GAAP Net Cash Provided by Operating Activities to Free Cash Flow

	Three Months Ended									Year Ended
(Millions except percentages) (Unaudited)	December 28, 2024			September 28, 2024			December 30, 2023			December 28, 2024			December 30, 2023
GAAP net cash provided by operating activities	$	1,299		$	628		$	381		$	3,041		$	1,667
Operating cash flow margin %		17	%		9	%		6	%		12	%		7	%
Purchases of property and equipment		(208	)		(132	)		(139	)		(636	)		(546	)
Free cash flow	$	1,091		$	496		$	242		$	2,405		$	1,121
Free cash flow margin %		14	%		7	%		4	%		9	%		5	%

The Company also presents free cash flow as a supplemental Non-GAAP measure of its performance. Free cash flow is determined by adjusting GAAP net cash provided by operating activities for capital expenditures, and free cash flow margin % is free cash flow expressed as a percentage of the Company’s net revenue. The Company calculates and communicates free cash flow in the financial earnings press release because management believes it is of importance to investors to understand the nature of these cash flows. The Company’s calculation of free cash flow may or may not be consistent with the calculation of this measure by other companies in the same industry. Investors should not view free cash flow as an alternative to GAAP liquidity measures of cash flows from operating activities.

Media Contact:
Drew Prairie
AMD Communications
512-602-4425
drew.prairie@amd.com

Investor Contact:
Matt Ramsay
AMD Investor Relations
512-602-0113
matthew.ramsay@amd.com

The MIL Network –

February 5, 2025

MIL-OSI: Mercury Systems Reports Second Quarter Fiscal 2025 Results

Source: GlobeNewswire (MIL-OSI)

Q2 FY25 Bookings of $242.4 million; book-to-bill ratio of 1.09
Record backlog of $1.4 billion; up 6% year-over-year
Q2 FY25 Revenue of $223.1 million; GAAP net loss of $17.6 million; and adjusted EBITDA of $22.0 million
Record Operating Cash Flow of $85.5 million with Free Cash Flow of $81.9 million

ANDOVER, Mass., Feb. 04, 2025 (GLOBE NEWSWIRE) — Mercury Systems, Inc. (NASDAQ: MRCY, www.mrcy.com), reported operating results for the second quarter of fiscal year 2025, ended December 27, 2024.

“We delivered solid results in the second quarter of fiscal 2025 that were once again in line with or ahead of our expectations, and I’m optimistic about our ongoing efforts to improve performance as we move through the fiscal year,” said Bill Ballhaus, Mercury’s Chairman and CEO.

“In the quarter we secured bookings of $242.4 million, for a trailing-twelve-month book-to-bill of 1.12; revenue of $223.1 million, up 13% year-over-year; adjusted EBITDA of $22.0 million and adjusted EBITDA margin of 9.9%, both up substantially year-over-year; and record free cash flow of $81.9 million, up $44.4 million year-over-year. These results reflect continued progress in each of our four priority areas, highlighted by solid execution across our broad portfolio of production and development programs, a record backlog of $1.4 billion, reduced operating expenses enabling increased positive operating leverage, and continued progress on free cash flow drivers, with net working capital down $114.9 million year-over-year.”

Second Quarter Fiscal 2025 Results

Total Company second quarter fiscal 2025 revenues were $223.1 million, compared to $197.5 million in the second quarter of fiscal 2024.

Total bookings for the second quarter of fiscal 2025 were $242.4 million, yielding a book-to-bill ratio of 1.09 for the quarter.

Total Company GAAP net loss and loss per share for the second quarter of fiscal 2025 were $17.6 million, and $0.30, respectively, compared to GAAP net loss and loss per share of $45.6 million, and $0.79, respectively, for the second quarter of fiscal 2024. Adjusted earnings (loss) per share (“adjusted EPS”) was $0.07 per share for the second quarter of fiscal 2025, compared to $(0.42) per share in the second quarter of fiscal 2024.

Second quarter fiscal 2025 adjusted EBITDA for the total Company was $22.0 million, compared to $(21.3) million for the second quarter of fiscal 2024.

Cash flows provided by operating activities in the second quarter of fiscal 2025 were $85.5 million, compared to $45.5 million in the second quarter of fiscal 2024. Free cash flow, defined as cash flows from operating activities less capital expenditures for property and equipment, was $81.9 million for the second quarter of fiscal 2025 and $37.5 million for the second quarter of fiscal 2024.

Backlog

Mercury’s total backlog at December 27, 2024 was $1.4 billion, an approximate $80.0 million increase from a year ago. Of the December 27, 2024 total backlog, $789.9 million represents orders expected to be recognized as revenue within the next 12 months.

Conference Call Information

Management will host a conference call and simultaneous webcast at 5:00 p.m. ET on Tuesday, February 4, 2025, to discuss Mercury’s quarterly financial results, business highlights and outlook. In addition, Company representatives may answer questions concerning business and financial developments and trends, the Company’s view on earnings forecasts, and other business and financial matters affecting the Company, the responses to which may contain information that has not been previously disclosed.

To attend the conference call or webcast, participants should register online at ir.mrcy.com/events-presentations. Participants are requested to register a day in advance or at a minimum 15 minutes before the start of the call. A replay of the webcast will be available two hours after the call and archived on the same web page for six months.

Use of Non-GAAP Financial Measures
In addition to reporting financial results in accordance with generally accepted accounting principles, or GAAP, the Company provides adjusted EBITDA, adjusted income, adjusted earnings per share (“adjusted EPS”) and free cash flow, which are non-GAAP financial measures. Adjusted EBITDA, adjusted income, and adjusted EPS exclude certain non-cash and other specified charges. The Company believes these non-GAAP financial measures are useful to help investors understand its past financial performance and prospects for the future. However, these non-GAAP measures should not be considered in isolation or as a substitute for financial information provided in accordance with GAAP. Management believes these non-GAAP measures assist in providing a more complete understanding of the Company’s underlying operational results and trends, and management uses these measures along with the corresponding GAAP financial measures to manage the Company’s business, to evaluate its performance compared to prior periods and the marketplace, and to establish operational goals. A reconciliation of GAAP to non-GAAP financial results discussed in this press release is contained in the attached exhibits.

Mercury Systems – Innovation that Matters^®
Mercury Systems is a technology company that delivers mission-critical processing power to the edge, making advanced technologies profoundly more accessible for today’s most challenging aerospace and defense missions. The Mercury Processing Platform allows customers to tap into innovative capabilities from silicon to system scale, turning data into decisions on timelines that matter. Mercury’s products and solutions are deployed in more than 300 programs and across 35 countries, enabling a broad range of applications in mission computing, sensor processing, command and control, and communications. Mercury is headquartered in Andover, Massachusetts, and has 23 locations worldwide. To learn more, visit mrcy.com. (Nasdaq: MRCY)

Investors and others should note that we announce material financial information using our website (www.mrcy.com), SEC filings, press releases, public conference calls, webcasts, and social media, including X (X.com/mrcy) and LinkedIn (www.linkedin.com/company/mercury-systems). Therefore, we encourage investors and others interested in Mercury to review the information we post on the social media and other communication channels listed on our website.

Forward-Looking Safe Harbor Statement

This press release contains certain forward-looking statements, as that term is defined in the Private Securities Litigation Reform Act of 1995, including those relating to the Company’s focus on enhanced execution of the Company’s strategic plan under a refreshed Board and leadership team. You can identify these statements by the words “may,” “will,” “could,” “should,” “would,” “plans,” “expects,” “anticipates,” “continue,” “estimate,” “project,” “intend,” “likely,” “forecast,” “probable,” “potential,” and similar expressions. These forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those projected or anticipated. Such risks and uncertainties include, but are not limited to, continued funding of defense programs, the timing and amounts of such funding, general economic and business conditions, including unforeseen weakness in the Company’s markets, effects of any U.S. federal government shutdown or extended continuing resolution, effects of geopolitical unrest and regional conflicts, competition, changes in technology and methods of marketing, delays in or cost increases related to completing development, engineering and manufacturing programs, changes in customer order patterns, changes in product mix, continued success in technological advances and delivering technological innovations, changes in, or in the U.S. government’s interpretation of, federal export control or procurement rules and regulations, including tariffs, changes in, or in the interpretation or enforcement of, environmental rules and regulations, market acceptance of the Company’s products, shortages in or delays in receiving components, supply chain delays or volatility for critical components, production delays or unanticipated expenses including due to quality issues or manufacturing execution issues, adherence to required manufacturing standards, capacity underutilization, increases in scrap or inventory write-offs, failure to achieve or maintain manufacturing quality certifications, such as AS9100, the impact of supply chain disruption, inflation and labor shortages, among other things, on program execution and the resulting effect on customer satisfaction, inability to fully realize the expected benefits from acquisitions, restructurings, and operational efficiency initiatives or delays in realizing such benefits, challenges in integrating acquired businesses and achieving anticipated synergies, effects of shareholder activism, increases in interest rates, changes to industrial security and cyber-security regulations and requirements and impacts from any cyber or insider threat events, changes in tax rates or tax regulations, such as the deductibility of internal research and development, changes to interest rate swaps or other cash flow hedging arrangements, changes to generally accepted accounting principles, difficulties in retaining key employees and customers, litigation, including the dispute arising with the former CEO over his resignation, unanticipated costs under fixed-price service and system integration engagements, and various other factors beyond our control. These risks and uncertainties also include such additional risk factors as are discussed in the Company’s filings with the U.S. Securities and Exchange Commission, including its Annual Report on Form 10-K for the fiscal year ended June 28, 2024 and subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. The Company cautions readers not to place undue reliance upon any such forward-looking statements, which speak only as of the date made. The Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made.

Contact:
Tyler Hojo, CFA, Vice President of Investor Relations
Mercury Systems, Inc.
978-967-3676

Mercury Systems and Innovation That Matters are registered trademarks of Mercury Systems, Inc. Other product and company names mentioned may be trademarks and/or registered trademarks of their respective holders.

MERCURY SYSTEMS, INC.
UNAUDITED CONSOLIDATED BALANCE SHEETS
(In thousands)
	December 27,		June 28,
		2024		2024

Assets
Current assets:
Cash and cash equivalents	$	242,565	$	180,521
Accounts receivable, net		104,491		111,441
Unbilled receivables and costs in excess of billings, net		278,657		304,029
Inventory		344,415		335,300
Prepaid expenses and other current assets		20,556		22,493
Total current assets		990,684		953,784

Property and equipment, net		111,459		110,353
Goodwill		938,093		938,093
Intangible assets, net		226,142		250,512
Operating lease right-of-use assets, net		56,525		60,860
Deferred tax asset		71,712		58,612
Other non-current assets		6,840		6,691
Total assets	$	2,401,455	$	2,378,905

Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable	$	64,778	$	81,068
Accrued expenses		40,471		42,926
Accrued compensation		32,015		36,398
Income taxes payable		306		109
Deferred revenues and customer advances		135,963		73,915
Total current liabilities		273,533		234,416

Income taxes payable		7,713		7,713
Long-term debt		591,500		591,500
Operating lease liabilities		57,805		62,584
Other non-current liabilities		10,628		9,917
Total liabilities		941,179		906,130

Shareholders’ equity:
Preferred stock		—		—
Common stock		587		581
Additional paid-in capital		1,266,926		1,242,402
Retained earnings		184,695		219,799
Accumulated other comprehensive income		8,068		9,993
Total shareholders’ equity		1,460,276		1,472,775
Total liabilities and shareholders’ equity	$	2,401,455	$	2,378,905

MERCURY SYSTEMS, INC.
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
	Second Quarters Ended						Six Months Ended
	December 27, 2024			December 29, 2023			December 27, 2024			December 29, 2023
Net revenues	$	223,125		$	197,463		$	427,556		$	378,454
Cost of revenues⁽¹⁾		162,299			165,943			314,940			296,407
Gross margin		60,826			31,520			112,616			82,047

Operating expenses:
Selling, general and administrative⁽¹⁾		40,501			44,470			73,654			80,264
Research and development⁽¹⁾		21,368			28,476			39,751			60,348
Amortization of intangible assets		11,154			12,270			22,389			24,817
Restructuring and other charges		40			2			2,300			9,548
Acquisition costs and other related expenses		178			231			355			1,200
Total operating expenses		73,241			85,449			138,449			176,177

Loss from operations		(12,415	)		(53,929	)		(25,833	)		(94,130	)

Interest income		406			29			950			132
Interest expense		(8,430	)		(8,674	)		(17,336	)		(16,537	)
Other expense, net		(3,865	)		(1,148	)		(5,204	)		(2,922	)

Loss before income tax benefit		(24,304	)		(63,722	)		(47,423	)		(113,457	)
Income tax benefit		(6,725	)		(18,141	)		(12,319	)		(31,168	)
Net loss	$	(17,579	)	$	(45,581	)	$	(35,104	)	$	(82,289	)

Basic net loss per share	$	(0.30	)	$	(0.79	)	$	(0.60	)	$	(1.44	)

Diluted net loss per share	$	(0.30	)	$	(0.79	)	$	(0.60	)	$	(1.44	)

Weighted-average shares outstanding:
Basic		58,561			57,424			58,454			57,314
Diluted		58,561			57,424			58,454			57,314

(1) Includes stock-based compensation expense, allocated as follows:
Cost of revenues	$	(167	)	$	4		$	(54	)	$	820
Selling, general and administrative	$	6,317		$	5,742		$	10,928		$	7,503
Research and development	$	1,812		$	1,640		$	3,180		$	3,180

MERCURY SYSTEMS, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
	Second Quarters Ended						Six Months Ended
	December 27, 2024			December 29, 2023			December 27, 2024			December 29, 2023
Cash flows from operating activities:
Net loss	$	(17,579	)	$	(45,581	)	$	(35,104	)	$	(82,289	)
Depreciation and amortization		20,922			22,193			42,142			44,885
Other non-cash items, net		5,083			1,640			10,685			(2,011	)
Cash settlement for termination of interest rate swap		—			—			—			7,403
Changes in operating assets and liabilities		77,036			67,242			53,079			38,438

Net cash provided by operating activities		85,462			45,494			70,802			6,426

Cash flows from investing activities:
Purchases of property and equipment	$	(3,555	)	$	(7,990	)	$	(9,791	)	$	(16,005	)
Other investing activities		1,900			—			1,900			—

Net cash used in investing activities		(1,655	)		(7,990	)		(7,891	)		(16,005	)

Cash flows from financing activities:
Proceeds from employee stock plans		1,492			3,163			1,492			3,163
Borrowings under credit facilities		—			40,000			—			105,000
Payments of deferred financing and offering costs		—			(1,931	)		(2,249	)		(1,931	)
Payments for retirement of common stock		—			(15	)		—			(15	)

Net cash provided by (used in) financing activities		1,492			41,217			(757	)		106,217

Effect of exchange rate changes on cash and cash equivalents		(857	)		556			(110	)		445

Net increase in cash and cash equivalents		84,442			79,277			62,044			97,083

Cash and cash equivalents at beginning of period		158,123			89,369			180,521			71,563

Cash and cash equivalents at end of period	$	242,565		$	168,646		$	242,565		$	168,646

UNAUDITED SUPPLEMENTAL INFORMATION RECONCILIATION OF GAAP TO NON-GAAP MEASURES
(In thousands)

Adjusted EBITDA, a non-GAAP measure for reporting financial performance, excludes the impact of certain items and, therefore, has not been calculated in accordance with GAAP. Management believes that exclusion of these items assists in providing a more complete understanding of the Company’s underlying results and trends, and management uses these measures along with the corresponding GAAP financial measures to manage the Company’s business, to evaluate its performance compared to prior periods and the marketplace, and to establish operational goals. The adjustments to calculate this non-GAAP financial measure, and the basis for such adjustments, are outlined below:

Other non-operating adjustments. The Company records other non-operating adjustments such as gains or losses on foreign currency remeasurement, investments and fixed asset sales or disposals among other adjustments. These adjustments may vary from period to period without any direct correlation to underlying operating performance.

Interest income and expense. The Company receives interest income on investments and incurs interest expense on loans, financing leases and other financing arrangements. These amounts may vary from period to period due to changes in cash and debt balances and interest rates driven by general market conditions or other circumstances which may be outside of the normal course of the Company’s operations.

Income taxes. The Company’s GAAP tax expense can fluctuate materially from period to period due to tax adjustments that are not directly related to underlying operating performance or to the current period of operations.

Depreciation. The Company incurs depreciation expense related to capital assets purchased to support the ongoing operations of the business. These assets are recorded at cost or fair value and are depreciated using the straight-line method over the useful life of the asset. Purchases of such assets may vary significantly from period to period and without any direct correlation to underlying operating performance.

Amortization of intangible assets. The Company incurs amortization of intangible assets primarily as a result of acquired intangible assets such as backlog, customer relationships and completed technologies but also due to licenses, patents and other arrangements. These intangible assets are valued at the time of acquisition or upon receipt of right to use the asset, amortized over the requisite life and generally cannot be changed or influenced by management after acquisition.

Restructuring and other charges. The Company incurs restructuring and other charges in connection with management’s decisions to undertake certain actions to realign operating expenses through workforce reductions and the closure of certain Company facilities, businesses and product lines. The Company’s adjustments reflected in restructuring and other charges are typically related to acquisitions and organizational redesign programs initiated as part of discrete post-acquisition integration activities. Management believes these items are non-routine and may not be indicative of ongoing operating results.

Impairment of long-lived assets. The Company incurs impairment charges of long-lived assets based on events that may or may not be within the control of management. Management believes these items are outside the normal operations of the Company’s business and are not indicative of ongoing operating results.

Acquisition, financing and other third party costs. The Company incurs transaction costs related to acquisition and potential acquisition opportunities, such as legal, accounting, and other third party advisory fees. The Company may also incur third party costs, such as legal, banking, communications, proxy solicitation, and other third party advisory fees in connection with engagements by activist investors or unsolicited acquisition offers. Although the Company may incur such third party costs and other related charges and adjustments, it is not indicative that any transaction will be consummated. Additionally, the Company incurs unused revolver and bank fees associated with maintaining its credit facility as well as non-cash financing expenses associated with obtaining its credit facility. Management believes these items are outside the normal operations of the Company’s business and are not indicative of ongoing operating results.

Fair value adjustments from purchase accounting. As a result of applying purchase accounting rules to acquired assets and liabilities, certain fair value adjustments are recorded in the opening balance sheet of acquired companies. These adjustments are then reflected in the Company’s income statements in periods subsequent to the acquisition. In addition, the impact of any changes to originally recorded contingent consideration amounts are reflected in the income statements in the period of the change. Management believes these items are outside the normal operations of the Company and are not indicative of ongoing operating results.

Litigation and settlement income and expense. The Company periodically receives income and incurs expenses related to pending claims and litigation and associated legal fees and potential case settlements and/or judgments. Although the Company may incur such costs and other related charges and adjustments, it is not indicative of any particular outcome until the matter is fully resolved. Management believes these items are outside the normal operations of the Company’s business, often occur in periods other than the period of activity, and are not indicative of ongoing operating results. The Company periodically receives warranty claims from customers and makes warranty claims towards its vendors and supply chain. Management believes the expenses and gains associated with these recurring warranty items are within the normal operations and operating cycle of the Company’s business. Therefore, management deems no adjustments are necessary unless under extraordinary circumstances.

Stock-based and other non-cash compensation expense. The Company incurs expense related to stock-based compensation included in its GAAP presentation of cost of revenues, selling, general and administrative expense and research and development expense. The Company also incurs non-cash based compensation in the form of pension related expenses and matching contributions to its defined contribution plan. Although stock-based and other non-cash compensation is an expense of the Company and viewed as a form of compensation, these expenses vary in amount from period to period, and are affected by market forces that are difficult to predict and are not within the control of management, such as the market price and volatility of the Company’s shares, risk-free interest rates and the expected term and forfeiture rates of the awards, as well as pension actuarial assumptions. Management believes that exclusion of these expenses allows comparisons of operating results to those of other companies, both public, private or foreign, that disclose non-GAAP financial measures that exclude stock-based compensation and other non-cash compensation.

Mercury uses adjusted EBITDA as an important indicator of the operating performance of its business. Management excludes the above-described items from its internal forecasts and models when establishing internal operating budgets, supplementing the financial results and forecasts reported to the Company’s board of directors, determining a portion of bonus compensation for executive officers and other key employees based on operating performance, evaluating short-term and long-term operating trends in the Company’s operations, and allocating resources to various initiatives and operational requirements. The Company believes that adjusted EBITDA permits a comparative assessment of its operating performance, relative to its performance based on its GAAP results, while isolating the effects of charges that may vary from period to period without direct correlation to underlying operating performance. The Company believes that these non-GAAP financial adjustments are useful to investors because they allow investors to evaluate the effectiveness of the methodology and information used by management in its financial and operational decision-making. The Company believes that trends in its adjusted EBITDA are valuable indicators of its operating performance.

Adjusted EBITDA is a non-GAAP financial measure and should not be considered in isolation or as a substitute for financial information provided in accordance with GAAP. This non-GAAP financial measure may not be computed in the same manner as similarly titled measures used by other companies. The Company expects to continue to incur expenses similar to the adjusted EBITDA financial adjustments described above, and investors should not infer from the Company’s presentation of this non-GAAP financial measure that these costs are unusual, infrequent or non-recurring.

The following table reconciles the most directly comparable GAAP financial measure to the non-GAAP financial measure.

	Second Quarters Ended						Six Months Ended
	December 27, 2024			December 29, 2023			December 27, 2024			December 29, 2023
Net loss	$	(17,579	)	$	(45,581	)	$	(35,104	)	$	(82,289	)
Other non-operating adjustments, net		2,549			(1,042	)		814			(311	)
Interest expense, net		8,024			8,645			16,386			16,405
Income tax benefit		(6,725	)		(18,141	)		(12,319	)		(31,168	)
Depreciation		9,768			9,923			19,753			20,068
Amortization of intangible assets		11,154			12,270			22,389			24,817
Restructuring and other charges		40			2			2,300			9,548
Impairment of long-lived assets		—			—			—			—
Acquisition, financing and other third party costs		1,109			860			3,440			2,192
Fair value adjustments from purchase accounting		178			178			355			355
Litigation and settlement expense, net		2,087			1,383			3,481			1,886
Stock-based and other non-cash compensation expense		11,424			10,195			21,984			19,146
Adjusted EBITDA	$	22,029		$	(21,308	)	$	43,479		$	(19,351	)

Free cash flow, a non-GAAP measure for reporting cash flow, is defined as cash provided by operating activities less capital expenditures for property and equipment, which includes capitalized software development costs, and, therefore, has not been calculated in accordance with GAAP. Management believes free cash flow provides investors with an important perspective on cash available for investment and acquisitions after making capital investments required to support ongoing business operations and long-term value creation. The Company believes that trends in its free cash flow are valuable indicators of its operating performance and liquidity.

Free cash flow is a non-GAAP financial measure and should not be considered in isolation or as a substitute for financial information provided in accordance with GAAP. This non-GAAP financial measure may not be computed in the same manner as similarly titled measures used by other companies. The Company expects to continue to incur expenditures similar to the free cash flow financial adjustment described above, and investors should not infer from the Company’s presentation of this non-GAAP financial measure that these expenditures reflect all of the Company’s obligations which require cash.

The following table reconciles the most directly comparable GAAP financial measure to the non-GAAP financial measure.

	Second Quarters Ended						Six Months Ended
	December 27, 2024			December 29, 2023			December 27, 2024			December 29, 2023
Net cash provided by operating activities	$	85,462		$	45,494		$	70,802		$	6,426
Purchases of property and equipment		(3,555	)		(7,990	)		(9,791	)		(16,005	)
Free cash flow	$	81,907		$	37,504		$	61,011		$	(9,579	)

UNAUDITED SUPPLEMENTAL INFORMATION RECONCILIATION OF GAAP TO NON-GAAP MEASURES

(In thousands, except per share data)

Adjusted income and adjusted earnings per share (“adjusted EPS”) are non-GAAP measures for reporting financial performance, exclude the impact of certain items and, therefore, have not been calculated in accordance with GAAP. Management believes that exclusion of these items assists in providing a more complete understanding of the Company’s underlying results and trends and allows for comparability with its peer company index and industry. These non-GAAP financial measures may not be computed in the same manner as similarly titled measures used by other companies. The Company uses these measures along with the corresponding GAAP financial measures to manage the Company’s business and to evaluate its performance compared to prior periods and the marketplace. The Company defines adjusted income as income before other non-operating adjustments, amortization of intangible assets, restructuring and other charges, impairment of long-lived assets, acquisition, financing and other third party costs, fair value adjustments from purchase accounting, litigation and settlement income and expense, and stock-based and other non-cash compensation expense. The impact to income taxes includes the impact to the effective tax rate, current tax provision and deferred tax provision⁽¹⁾. Adjusted EPS expresses adjusted income on a per share basis using weighted average diluted shares outstanding.

The following tables reconcile the most directly comparable GAAP financial measures to the non-GAAP financial measures.

	Second Quarters Ended
	December 27, 2024						December 29, 2023
Net loss and loss per share	$	(17,579	)	$	(0.30	)	$	(45,581	)	$	(0.79	)
Other non-operating adjustments, net		2,549						(1,042	)
Amortization of intangible assets		11,154						12,270
Restructuring and other charges		40						2
Impairment of long-lived assets		—						—
Acquisition, financing and other third party costs		1,109						860
Fair value adjustments from purchase accounting		178						178
Litigation and settlement expense, net		2,087						1,383
Stock-based and other non-cash compensation expense		11,424						10,195
Impact to income taxes⁽¹⁾		(7,022	)					(2,446	)
Adjusted income (loss) and adjusted earnings (loss) per share⁽²⁾	$	3,940		$	0.07		$	(24,181	)	$	(0.42	)

Diluted weighted-average shares outstanding					58,843						57,424

(1) Impact to income taxes is calculated by recasting income before income taxes to include the items involved in determining adjusted income and recalculating the income tax provision using this adjusted income from operations before income taxes. The recalculation also adjusts for any discrete tax expense or benefit related to the items.
(2) Adjusted earnings per share is calculated using diluted shares whereas Net loss per share or Adjusted loss per share is calculated using basic shares. There were no impact to the calculation of adjusted earnings per share as a result of this for the second quarters ended December 27, 2024 and December 29, 2023.

	Six Months Ended
	December 27, 2024						December 29, 2023
Net loss and loss per share	$	(35,104	)	$	(0.60	)	$	(82,289	)	$	(1.44	)
Other non-operating adjustments, net		814						(311	)
Amortization of intangible assets		22,389						24,817
Restructuring and other charges		2,300						9,548
Impairment of long-lived assets		—						—
Acquisition, financing and other third party costs		3,440						2,192
Fair value adjustments from purchase accounting		355						355
Litigation and settlement expense, net		3,481						1,886
COVID related expenses		—						—
Stock-based and other non-cash compensation expense		21,984						19,146
Impact to income taxes⁽¹⁾		(13,275	)					(13,204	)
Adjusted income (loss) and adjusted earnings (loss) per share⁽²⁾	$	6,384		$	0.11		$	(37,860	)	$	(0.66	)

Diluted weighted-average shares outstanding					58,752						57,314

(1) Impact to income taxes is calculated by recasting income before income taxes to include the items involved in determining adjusted income and recalculating the income tax provision using this adjusted income from operations before income taxes. The recalculation also adjusts for any discrete tax expense or benefit related to the items.
(2) Adjusted earnings per share is calculated using diluted shares whereas Net loss per share is calculated using basic shares. There were no impact to the calculation of adjusted earnings per share as a result of this for the six months ended December 27, 2024 and December 29, 2023.

The MIL Network –

February 5, 2025

MIL-OSI: H&R Block Reports Fiscal 2025 Second Quarter Results

Source: GlobeNewswire (MIL-OSI)

— Repurchased $190 Million of Shares—

— Reaffirms Full Year Outlook —

KANSAS CITY, Mo., Feb. 04, 2025 (GLOBE NEWSWIRE) — H&R Block, Inc. (NYSE: HRB) (the “Company”) today released financial results¹ for its fiscal 2025 second quarter ended December 31, 2024.

“I am pleased with our performance in the first half of the year,” said Jeff Jones, president and chief executive officer. “We are reaffirming our fiscal 2025 outlook, and are well prepared to deliver this tax season and in the second half of the fiscal year.”

Fiscal 2025 Second Quarter Results and Key Financial Metrics
“We are on track for the year and we are well positioned to deliver strong results,” said Tiffany Mason, chief financial officer. “During the second quarter, we repurchased 3.2 million shares for $190 million, reflecting our confidence in the long-term value of our stock and our commitment to delivering shareholder returns.”

For the second quarter, the Company delivered total revenue of $179.1 million, which was flat to the prior year. Increases in revenue from Wave and international tax preparation were offset by lower interest and fee income on Emerald Advance^® due to a decrease in loan originations.

Total operating expenses of $472.4 million increased by $25.8 million as expected, primarily due to higher tax professional and corporate wages, increased healthcare costs, an increase in occupancy costs and the timing of marketing expenses versus the prior year.

Pretax loss increased by $29.4 million to $312.3 million.

Loss per share from continuing operations² increased to $(1.79) from $(1.33) and adjusted loss per share from continuing operations² increased to $(1.73) from $(1.27), due to a higher net loss and fewer shares outstanding as a result of share repurchases, which are accretive to earnings per share on a full-year basis.

Capital Allocation

The Company reported the following related to its capital structure:

Repurchased and retired 3.2 million shares at an aggregate price of $190.5 million, or $58.65 per share in the second quarter.
The Company has approximately $1.1 billion remaining on its $1.5 billion share repurchase program.

Since 2016, the Company has returned more than $4.4 billion to shareholders in the form of dividends and share repurchases, buying back over 43% of its shares outstanding³.

Fiscal Year 2025 Outlook Reaffirmed

The Company continues to expect:

Revenue to be in the range of $3.69 to $3.75 billion.
EBITDA⁴ to be in the range of $975 million to $1.02 billion.
Effective tax rate to be approximately 13%, resulting in a one-time benefit to EPS of approximately 50 cents.
Adjusted Diluted Earnings Per Share⁴ to be in the range of $5.15 to $5.35.

Conference Call

The Company will host a conference call for analysts and investors to discuss second quarter 2025 results at 4:30 p.m. ET on Tuesday, February 4, 2025. To join live, participants must register at https://register.vevent.com/register/BI06a7e8ddc07544a6853995c1fe75ea2c. Once registered, the participant will receive a dial-in number and unique PIN to access the call. Please join approximately 5 minutes prior to the scheduled start time.

The call, along with a presentation for viewing, will also be webcast in a listen-only format for the media and general public. The webcast can be accessed directly at https://edge.media-server.com/mmc/p/qdeqpgfd and will be available for replay 2 hours after the call is concluded and continuing for 90 days.

About H&R Block

H&R Block, Inc. (NYSE: HRB) provides help and inspires confidence in its clients and communities everywhere through global tax preparation services, financial products, and small-business solutions. The company blends digital innovation with human expertise and care as it helps people get the best outcome at tax time, and be better with money using its mobile banking app, Spruce. Through Block Advisors and Wave, the company helps small-business owners thrive with year-round bookkeeping, payroll, advisory, and payment processing solutions. For more information, visit H&R Block News.

About Non-GAAP Financial Information

This press release and the accompanying tables include non-GAAP financial information. For a description of these non-GAAP financial measures, including the reasons management uses each measure, and reconciliations of these non-GAAP financial measures to the most directly comparable financial measures prepared in accordance with generally accepted accounting principles, please see the section of the accompanying tables titled “Non-GAAP Financial Information.”

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the securities laws. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. They often include words or variation of words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “commits,” “seeks,” “estimates,” “projects,” “forecasts,” “targets,” “would,” “will,” “should,” “goal,” “could” or “may” or other similar expressions. Forward-looking statements provide management’s current expectations or predictions of future conditions, events or results. All statements that address operating performance, events or developments that we expect or anticipate will occur in the future are forward-looking statements. They may include estimates of revenues, client trajectory, income, effective tax rate, earnings per share, cost savings, capital expenditures, dividends, share repurchases, liquidity, capital structure, market share, industry volumes or other financial items, descriptions of management’s plans or objectives for future operations, products or services, or descriptions of assumptions underlying any of the above. They may also include the expected impact of external events beyond the Company’s control, such as outbreaks of infectious disease, severe weather events, natural or manmade disasters, or changes in the regulatory environment in which we operate. All forward-looking statements speak only as of the date they are made and reflect the Company’s good faith beliefs, assumptions and expectations, but they are not guarantees of future performance or events. Furthermore, the Company disclaims any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions, factors, or expectations, new information, data or methods, future events or other changes, except as required by law. By their nature, forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements. Factors that might cause such differences include, but are not limited to a variety of economic, competitive and regulatory factors, many of which are beyond the Company’s control, that are described in our Annual Report on Form 10-K for the most recently completed fiscal year in the section entitled “Risk Factors” and additional factors we may describe from time to time in other filings with the Securities and Exchange Commission. You may get such filings for free at our website at https://investors.hrblock.com. In addition, factors that may cause the Company’s actual estimated effective tax rate to differ from estimates include the Company’s actual results from operations compared to current estimates, future discrete items, changes in interpretations and assumptions the Company has made, future actions of the Company, or increases in applicable tax rates in jurisdictions where the Company operates. You should understand that it is not possible to predict or identify all such factors and, consequently, you should not consider any such list to be a complete set of all potential risks or uncertainties.

¹ All amounts in this release are unaudited. Unless otherwise noted, all comparisons refer to the current period compared to the corresponding prior year period.
² All per share amounts are based on fully diluted shares at the end of the corresponding period. The Company reports non-GAAP financial measures of performance, including adjusted earnings per share (EPS), earnings before interest, tax, depreciation, and amortization (EBITDA) from continuing operations, free cash flow, and free cash flow yield, which it considers to be useful metrics for management and investors to evaluate and compare the ongoing operating performance of the Company. See “About Non-GAAP Financial Information” below for more information regarding financial measures not prepared in accordance with generally accepted accounting principles (GAAP).
³ Shares outstanding calculated as of April 30, 2016.
⁴ Adjusted Diluted EPS and EBITDA from continuing operations are non-GAAP financial measures. Future period non-GAAP outlook includes adjustments for items not indicative of our core operations, which may include, without limitation, items described in the below section titled “Non-GAAP Financial Information” and in the accompanying tables. Such adjustments may be affected by changes in ongoing assumptions and judgments, as well as nonrecurring, unusual, or unanticipated charges, expenses or gains, or other items that may not directly correlate to the underlying performance of our business operations. The exact amounts of these adjustments are not currently determinable but may be significant. It is therefore not practicable to provide the comparable GAAP measures or reconcile this non-GAAP outlook to the most comparable GAAP measures.

For Further Information

Investor Relations:		Colby Brown, (816) 854-4559, colby.brown@hrblock.com
		Jordyn Eskijian, (816) 854-5674, jordyn.eskijian@hrblock.com
Media Relations:		Teri Daley, (816) 854-3787, teri.daley@hrblock.com
		Media Desk, mediadesk@hrblock.com

FINANCIAL RESULTS	(unaudited, in 000s – except per share amounts)
	Three months ended December 31,						Six months ended December 31,
		2024			2023			2024			2023
REVENUES:
U.S. tax preparation and related services:
Assisted tax preparation	$	48,380		$	48,342		$	91,343		$	87,605
Royalties		3,499			5,454			9,351			11,155
DIY tax preparation		13,744			13,111			16,980			16,959
Refund Transfers		637			813			1,497			1,955
Peace of Mind® Extended Service Plan		16,145			17,440			39,242			42,287
Tax Identity Shield®		4,013			4,694			7,922			9,274
Other		11,824			9,592			25,633			20,572
Total U.S. tax preparation and related services		98,242			99,446			191,968			189,807
Financial services:
Emerald Card® and Spruce^SM		10,148			11,700			18,974			20,333
Interest and fee income on Emerald Advance®		12,308			15,235			12,308			15,533
Total financial services		22,456			26,935			31,282			35,866
International		31,811			29,569			96,666			90,134
Wave		26,561			23,133			52,964			47,076
Total revenues	$	179,070		$	179,083		$	372,880		$	362,883
Compensation and benefits:
Field wages		81,565			77,795			149,659			140,230
Other wages		78,731			74,671			156,066			146,769
Benefits and other compensation		38,402			36,063			77,156			71,311
		198,698			188,529			382,881			358,310
Occupancy		104,999			101,194			206,317			200,479
Marketing and advertising		14,863			11,305			24,835			16,786
Depreciation and amortization		29,195			30,107			58,026			60,332
Bad debt		19,416			21,754			22,146			26,552
Other		105,190			93,626			200,297			174,182
Total operating expenses		472,361			446,515			894,502			836,641
Other income (expense), net		2,744			5,922			14,661			15,758
Interest expense on borrowings		(21,752	)		(21,364	)		(37,599	)		(37,234	)
Pretax loss		(312,299	)		(282,874	)		(544,560	)		(495,234	)
Income tax benefit		(69,833	)		(93,758	)		(130,673	)		(143,245	)
Net loss from continuing operations		(242,466	)		(189,116	)		(413,887	)		(351,989	)
Net loss from discontinued operations		(954	)		(639	)		(2,109	)		(1,248	)
Net loss	$	(243,420	)	$	(189,755	)	$	(415,996	)	$	(353,237	)
BASIC AND DILUTED LOSS PER SHARE:
Continuing operations	$	(1.79	)	$	(1.33	)	$	(3.02	)	$	(2.44	)
Discontinued operations		(0.01	)		—			(0.01	)		(0.01	)
Consolidated	$	(1.80	)	$	(1.33	)	$	(3.03	)	$	(2.45	)
WEIGHTED AVERAGE DILUTED SHARES		135,563			142,340			137,359			144,307
Adjusted diluted EPS ⁽¹⁾	$	(1.73	)	$	(1.27	)	$	(2.89	)	$	(2.31	)
EBITDA ⁽¹⁾	$	(261,352	)	$	(231,403	)	$	(448,935	)	$	(397,668	)

⁽¹⁾All non-GAAP measures are results from continuing operations. See “Non-GAAP Financial Information” for a reconciliation of non-GAAP measures.

CONSOLIDATED BALANCE SHEETS	(unaudited, in 000s – except per share data)
As of	December 31, 2024			June 30, 2024

ASSETS
Cash and cash equivalents	$	320,051		$	1,053,326
Cash and cash equivalents – restricted		21,473			21,867
Receivables, net		321,171			69,075
Prepaid expenses and other current assets		114,658			95,208
Total current assets		777,353			1,239,476
Property and equipment, net		143,833			131,319
Operating lease right of use assets		389,629			461,986
Intangible assets, net		270,601			264,102
Goodwill		783,286			785,226
Deferred tax assets and income taxes receivable		281,694			271,658
Other noncurrent assets		65,924			65,043
Total assets	$	2,712,320		$	3,218,810
LIABILITIES AND STOCKHOLDERS’ EQUITY
LIABILITIES:
Accounts payable and accrued expenses	$	136,893		$	155,830
Accrued salaries, wages and payroll taxes		64,993			105,548
Accrued income taxes and reserves for uncertain tax positions		149,255			318,830
Current portion of long-term debt		349,611			—
Operating lease liabilities		170,726			206,070
Deferred revenue and other current liabilities		187,885			191,050
Total current liabilities		1,059,363			977,328
Long-term debt and line of credit borrowings		1,932,545			1,491,095
Deferred tax liabilities and reserves for uncertain tax positions		292,643			291,063
Operating lease liabilities		228,041			265,373
Deferred revenue and other noncurrent liabilities		72,188			103,357
Total liabilities		3,584,780			3,128,216
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS’ EQUITY:
Common stock, no par, stated value $.01 per share		1,644			1,709
Additional paid-in capital		752,093			762,583
Accumulated other comprehensive loss		(71,762	)		(48,845	)
Retained earnings (deficit)		(908,785	)		12,654
Less treasury shares, at cost		(645,650	)		(637,507	)
Total stockholders’ equity (deficiency)		(872,460	)		90,594
Total liabilities and stockholders’ equity	$	2,712,320		$	3,218,810

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS	(unaudited, in 000s)
Six months ended December 31,		2024			2023

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(415,996	)	$	(353,237	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		58,026			60,331
Provision for credit losses		20,727			21,536
Deferred taxes		(1,531	)		(35,525	)
Stock-based compensation		17,945			17,525
Changes in assets and liabilities, net of acquisitions:
Receivables		(262,348	)		(348,833	)
Prepaid expenses, other current and noncurrent assets		2,588			(7,395	)
Accounts payable, accrued expenses, salaries, wages and payroll taxes		(76,806	)		(58,543	)
Deferred revenue, other current and noncurrent liabilities		(45,170	)		(58,520	)
Income tax receivables, accrued income taxes and income tax reserves		(192,340	)		(180,706	)
Other, net		(733	)		1,201
Net cash used in operating activities		(895,638	)		(942,166	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures		(49,115	)		(32,708	)
Payments made for business acquisitions, net of cash acquired		(28,017	)		(27,158	)
Franchise loans funded		(17,442	)		(15,491	)
Payments from franchisees		971			2,747
Other, net		6,110			1,565
Net cash used in investing activities		(87,493	)		(71,045	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments of line of credit borrowings		(100,000	)		(25,000	)
Proceeds from line of credit borrowings		890,000			825,000
Dividends paid		(96,960	)		(89,854	)
Repurchase of common stock, including shares surrendered		(436,233	)		(378,709	)
Other, net		1,791			4,011
Net cash provided by financing activities		258,598			335,448
Effects of exchange rate changes on cash		(9,136	)		671
Net decrease in cash and cash equivalents, including restricted balances		(733,669	)		(677,092	)
Cash, cash equivalents and restricted cash, beginning of period		1,075,193			1,015,316
Cash, cash equivalents and restricted cash, end of period	$	341,524		$	338,224
SUPPLEMENTARY CASH FLOW DATA:

Income taxes paid, net (includes payments for purchased investment tax credits)	$	62,290		$	72,160
Interest paid on borrowings		33,412			35,496
Accrued additions to property and equipment		3,798			4,036
New operating right of use assets and related lease liabilities		47,135			70,532
Accrued dividends payable to common shareholders		50,176			45,273

(in 000s)
	Three months ended December 31,						Six months ended December 31,
NON-GAAP FINANCIAL MEASURE – EBITDA		2024			2023			2024			2023

Net loss – as reported	$	(243,420	)	$	(189,755	)	$	(415,996	)	$	(353,237	)
Discontinued operations, net		954			639			2,109			1,248
Net loss from continuing operations – as reported		(242,466	)		(189,116	)		(413,887	)		(351,989	)
Add back:
Income tax benefit		(69,833	)		(93,758	)		(130,673	)		(143,245	)
Interest expense		21,752			21,364			37,599			37,234
Depreciation and amortization		29,195			30,107			58,026			60,332
		(18,886	)		(42,287	)		(35,048	)		(45,679	)
EBITDA from continuing operations	$	(261,352	)	$	(231,403	)	$	(448,935	)	$	(397,668	)

(in 000s, except per share amounts)
	Three months ended December 31,						Six months ended December 31,
NON-GAAP FINANCIAL MEASURE – ADJUSTED EPS		2024			2023			2024			2023

Net loss from continuing operations – as reported	$	(242,466	)	$	(189,116	)	$	(413,887	)	$	(351,989	)
Adjustments:
Amortization of intangibles related to acquisitions (pretax)		10,910			12,269			22,038			24,824
Tax effect of adjustments ⁽¹⁾		(2,539	)		(3,087	)		(5,184	)		(6,022	)
Adjusted net loss from continuing operations	$	(234,095	)	$	(179,934	)	$	(397,033	)	$	(333,187	)
Diluted loss per share from continuing operations – as reported	$	(1.79	)	$	(1.33	)	$	(3.02	)	$	(2.44	)
Adjustments, net of tax		0.06			0.06			0.13			0.13
Adjusted diluted loss per share from continuing operations	$	(1.73	)	$	(1.27	)	$	(2.89	)	$	(2.31	)

⁽¹⁾Tax effect of adjustments is the difference between the tax provision calculated on a GAAP basis and on an adjusted non-GAAP basis.

Non-GAAP Financial Information

Non-GAAP financial measures should not be considered as a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. Because these measures are not measures of financial performance under GAAP and are susceptible to varying calculations, they may not be comparable to similarly titled measures for other companies.

We consider our non-GAAP financial measures to be performance measures and a useful metric for management and investors to evaluate and compare the ongoing operating performance of our business. We make adjustments for certain non-GAAP financial measures related to amortization of intangibles from acquisitions and goodwill impairments. We may consider whether other significant items that arise in the future should be excluded from our non-GAAP financial measures.

We measure the performance of our business using a variety of metrics, including earnings before interest, taxes, depreciation and amortization (EBITDA) from continuing operations, adjusted EBITDA from continuing operations, adjusted diluted earnings per share from continuing operations, free cash flow, and free cash flow yield. We also use EBITDA from continuing operations and pretax income from continuing operations, each subject to permitted adjustments, as performance metrics in incentive compensation calculations for our employees.

The MIL Network –

February 5, 2025

MIL-OSI: Enphase Energy Reports Financial Results for the Fourth Quarter of 2024

Source: GlobeNewswire (MIL-OSI)

FREMONT, Calif., Feb. 04, 2025 (GLOBE NEWSWIRE) — Enphase Energy, Inc. (NASDAQ: ENPH), a global energy technology company and the world’s leading supplier of microinverter-based solar and battery systems, announced today financial results for the fourth quarter of 2024, which included the summary below from its President and CEO, Badri Kothandaraman.

We reported quarterly revenue of $382.7 million in the fourth quarter of 2024, along with 53.2% for non-GAAP gross margin. We shipped approximately 2.01 million microinverters, or 878.0 megawatts DC, and 152.4 megawatt hours of IQ^® Batteries.

Financial highlights for the fourth quarter of 2024 are listed below:

Strong U.S. manufacturing: shipped 1.69 million microinverters and 6.7 megawatt hours of IQ Batteries
Quarterly revenue of $382.7 million
GAAP gross margin of 51.8%; non-GAAP gross margin of 53.2% with net IRA benefit
Non-GAAP gross margin of 39.7%, excluding net IRA benefit of 13.5%
GAAP operating income of $54.8 million; non-GAAP operating income of $120.4 million
GAAP net income of $62.2 million; non-GAAP net income of $125.9 million
GAAP diluted earnings per share of $0.45; non-GAAP diluted earnings per share of $0.94
Free cash flow of $159.2 million; ending cash, cash equivalents, restricted cash and marketable securities of $1.72 billion

Our revenue and earnings for the fourth quarter of 2024 are provided below, compared with the prior quarter:

(In thousands, except per share and percentage data)

	GAAP									Non-GAAP
	Q4 2024			Q3 2024			Q4 2023			Q4 2024			Q3 2024			Q4 2023
Revenue	$	382,713		$	380,873		$	302,570		$	382,713		$	380,873		$	302,570
Gross margin		51.8	%		46.8	%		48.5	%		53.2	%		48.1	%		50.3	%
Operating expenses	$	143,489		$	128,383		$	156,893		$	83,322		$	81,612		$	86,551
Operating income (loss)	$	54,804		$	49,788		$	(10,231	)	$	120,434		$	101,411		$	65,587
Net income	$	62,160		$	45,762		$	20,919		$	125,862		$	88,402		$	73,474
Basic EPS	$	0.46		$	0.34		$	0.15		$	0.94		$	0.65		$	0.54
Diluted EPS	$	0.45		$	0.33		$	0.15		$	0.94		$	0.65		$	0.54

Our revenue and earnings for the fiscal year 2024 are provided below, compared with the prior year:

(In thousands, except per share and percentage data)

	GAAP						Non-GAAP
	FY 2024			FY 2023			FY 2024			FY 2023
Revenue	$	1,330,383		$	2,290,786		$	1,330,383		$	2,290,786
Gross margin		47.3	%		46.2	%		48.9	%		47.1	%
Operating expenses	$	551,846		$	612,647		$	329,227		$	382,115
Operating income	$	77,292		$	445,741		$	321,919		$	697,210
Net income	$	102,658		$	438,936		$	321,044		$	613,241
Basic EPS	$	0.76		$	3.22		$	2.37		$	4.50
Diluted EPS	$	0.75		$	3.08		$	2.37		$	4.41

Total revenue for the fourth quarter of 2024 was $382.7 million, compared to $380.9 million in the third quarter of 2024. Our revenue in the United States for the fourth quarter of 2024 increased approximately 6%, compared to the third quarter. The increase in revenue was due to higher microinverter sales. Our revenue in Europe decreased approximately 25% for the fourth quarter of 2024, compared to the third quarter. The decline in revenue was the result of a further softening in European demand.

Our non-GAAP gross margin was 53.2% in the fourth quarter of 2024, compared to 48.1% in the third quarter. Our non-GAAP gross margin, excluding net IRA benefit, was 39.7% in the fourth quarter of 2024, compared to 38.9% in the third quarter.

Our non-GAAP operating expenses were $83.3 million in the fourth quarter of 2024, compared to $81.6 million in the third quarter. The increase was driven by higher R&D expense on new products. Our non-GAAP operating income was $120.4 million in the fourth quarter of 2024, compared to $101.4 million in the third quarter.

We exited the fourth quarter of 2024 with $1.72 billion in cash, cash equivalents, restricted cash and marketable securities and generated $167.3 million in cash flow from operations in the fourth quarter. Our capital expenditures were $8.1 million in the fourth quarter of 2024, compared to $8.5 million in the third quarter of 2024.

In the fourth quarter of 2024, we repurchased 2,883,438 shares of our common stock at an average price of $69.25 per share for a total of approximately $199.7 million. We also spent approximately $5.0 million by withholding shares to cover taxes for employee stock vesting that reduced the diluted shares by 68,532 shares.

We shipped 152.4 megawatt hours of IQ Batteries in the fourth quarter of 2024, compared to 172.9 megawatt hours in the third quarter. More than 10,300 installers worldwide are certified to install our IQ Batteries, compared to more than 9,000 installers worldwide in the third quarter of 2024.

During the fourth quarter of 2024, we shipped approximately 1.69 million microinverters from our contract manufacturing facilities in the United States that we booked for 45X production tax credits. We also expanded our higher domestic content product offerings, and shipped our IQ8HC™ Microinverters, IQ8X™ Microinverters, IQ8P-3P™ Commercial Microinverters, and IQ^® Battery 5Ps, all with higher domestic content than previous models and produced at our contract manufacturing facilities in the United States.

During the fourth quarter of 2024, we made great strides with the IQ^® Meter Collar, fourth-generation IQ Battery, and new IQ^® Combiner products. We launched the IQ^® PowerPack 1500, a 1.5 kWh smart, portable energy system for home, work, and on-the-go use. In Europe, we introduced the IQ^® EV Charger 2, a next-generation smart charger that integrates with our solar and battery systems seamlessly or works as a standalone. In January 2025, we began shipping the IQ^® Battery 5P™ with FlexPhase to Germany, Austria, and Switzerland, delivering reliable backup power for both single- and three-phase installations.

BUSINESS HIGHLIGHTS

On Jan. 30, 2025, Enphase Energy announced that it is expanding in Southeast Asia by entering the solar markets in Vietnam and Malaysia with IQ8P™ Microinverters.

On Jan. 27, 2025, Enphase Energy announced integration with Octopus Energy’s smart tariffs in the UK, such as “Intelligent Octopus Flux” (IO Flux), which can help customers save money on electricity bills.

On Jan. 23, 2025, Enphase Energy announced that its IQ8™ Microinverters for residential and commercial applications, are now in compliance with the Build America, Buy America (BABA) Act.

On Jan. 13, 2025, Enphase Energy announced shipments of its most powerful and versatile battery yet, the IQ Battery 5P with FlexPhase, for customers in Germany, Austria, and Switzerland. With reliable backup power and support for single- and three-phase systems, it offers unmatched flexibility for home energy needs.

On Jan. 9, 2025, Enphase Energy announced that it is expanding into Latin America with IQ8P Microinverters, bringing solar solutions to Colombia, Panama, and Costa Rica for residential and commercial use.

On Jan. 7, 2025, Enphase Energy announced that IQ8 Microinverters were selected for a 2.2 MW solar project at the Belgoprocess radioactive waste facility in Dessel, Belgium.

On Dec. 17, 2024, Enphase Energy announced initial shipments of its most powerful home battery to-date, the IQ Battery 5P, for customers in India.

On Dec. 5 and Dec. 9, 2024, Enphase Energy announced collaborations with two energy providers in the Netherlands, Frank Energie and NextEnergy, to enable participation in the grid imbalance energy marketplace.

On Dec. 3, 2024, Enphase Energy announced the launch of Busbar Power Control software that empowers homeowners to install larger solar and battery systems without costly main electrical panel upgrades.

On Nov. 11, 2024, Enphase Energy announced an AI-powered do-it-yourself (DIY) permitting feature on Solargraf^®, to automate the complex solar permitting process for installers in the USA.

On Nov. 4, 2024, Enphase Energy announced the launch of its most powerful Enphase Energy System to-date, featuring the IQ Battery 5P and IQ8 Microinverters, for customers in Romania.

FIRST QUARTER 2025 FINANCIAL OUTLOOK

For the first quarter of 2025, Enphase Energy estimates both GAAP and non-GAAP financial results as follows:

Revenue to be within a range of $340.0 million to $380.0 million, which includes shipments of 150 to 170 megawatt hours of IQ Batteries. The first quarter of 2025 financial outlook includes approximately $50.0 million of safe harbor revenue. We define safe harbor revenue as any sales made to customers who plan to install the inventory over more than one year.
GAAP gross margin to be within a range of 46.0% to 49.0% with net IRA benefit
Non-GAAP gross margin to be within a range of 48.0% to 51.0% with net IRA benefit and 38.0% to 41.0% excluding net IRA benefit. Non-GAAP gross margin excludes stock-based compensation expense and acquisition related amortization
Net IRA benefit to be within a range of $36.0 million to $39.0 million based on estimated shipments of 1,200,000 units of U.S. manufactured microinverters
GAAP operating expenses to be within a range of $143.0 million to $147.0 million
Non-GAAP operating expenses to be within a range of $81.0 million to $85.0 million, excluding $62.0 million estimated for stock-based compensation expense, acquisition related expenses and amortization, restructuring and asset impairment charges

For 2025, GAAP and non-GAAP annualized effective tax rate with IRA benefit, excluding discrete items, is expected to be within a range of 17.0% to 19.0%.

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Use of non-GAAP Financial Measures

Enphase Energy has presented certain non-GAAP financial measures in this press release. Generally, a non-GAAP financial measure is a numerical measure of a company’s performance, financial position, or cash flows that either exclude or include amounts that are not normally excluded or included in the most directly comparable measure calculated and presented in accordance with generally accepted accounting principles in the United States (GAAP). Reconciliation of each non-GAAP financial measure to the most directly comparable GAAP financial measure can be found in the accompanying tables to this press release. Non-GAAP financial measures presented by Enphase Energy include non-GAAP gross profit, gross margin, operating expenses, income from operations, net income, net income per share (basic and diluted), net IRA benefit, and free cash flow.

These non-GAAP financial measures do not reflect a comprehensive system of accounting, differ from GAAP measures with the same captions and may differ from non-GAAP financial measures with the same or similar captions that are used by other companies. In addition, these non-GAAP measures have limitations in that they do not reflect all of the amounts associated with Enphase Energy’s results of operations as determined in accordance with GAAP. As such, these non-GAAP measures should be considered as a supplement to, and not as a substitute for, or superior to, financial measures calculated in accordance with GAAP. Enphase Energy uses these non-GAAP financial measures to analyze its operating performance and future prospects, develop internal budgets and financial goals, and to facilitate period-to-period comparisons. Enphase Energy believes that these non-GAAP financial measures reflect an additional way of viewing aspects of its operations that, when viewed with its GAAP results, provide a more complete understanding of factors and trends affecting its business.

As presented in the “Reconciliation of Non-GAAP Financial Measures” tables below, each of the non-GAAP financial measures excludes one or more of the following items for purposes of calculating non-GAAP financial measures to facilitate an evaluation of Enphase Energy’s current operating performance and a comparison to its past operating performance:

Stock-based compensation expense. Enphase Energy excludes stock-based compensation expense from its non-GAAP measures primarily because they are non-cash in nature. Moreover, the impact of this expense is significantly affected by Enphase Energy’s stock price at the time of an award over which management has limited to no control.

Acquisition related expenses and amortization. This item represents expenses incurred related to Enphase Energy’s business acquisitions, which are non-recurring in nature, and amortization of acquired intangible assets, which is a non-cash expense. Acquisition related expenses and amortization of acquired intangible assets are not reflective of Enphase Energy’s ongoing financial performance.

Restructuring and asset impairment charges. Enphase Energy excludes restructuring and asset impairment charges due to the nature of the expenses being unusual and arising outside the ordinary course of continuing operations. These costs primarily consist of fees paid for cash-based severance costs, accelerated stock-based compensation expense and asset write-downs of property and equipment and acquired intangible assets, and other contract termination costs resulting from restructuring initiatives.

Non-cash interest expense. This item consists primarily of amortization of debt issuance costs and accretion of debt discount because these expenses do not represent a cash outflow for Enphase Energy except in the period the financing was secured and such amortization expense is not reflective of Enphase Energy’s ongoing financial performance.

Non-GAAP income tax adjustment. This item represents the amount adjusted to Enphase Energy’s GAAP tax provision or benefit to exclude the income tax effects of GAAP adjustments such as stock-based compensation, amortization of purchased intangibles, and other non-recurring items that are not reflective of Enphase Energy ongoing financial performance.

Non-GAAP net income per share, diluted. Enphase Energy excludes the dilutive effect of in-the-money portion of convertible senior notes as they are covered by convertible note hedge transactions that reduce potential dilution to our common stock upon conversion of the Notes due 2025, Notes due 2026, and Notes due 2028, and includes the dilutive effect of employee’s stock-based awards and the dilutive effect of warrants. Enphase Energy believes these adjustments provide useful supplemental information to the ongoing financial performance.

Net IRA benefit. This item represents the advanced manufacturing production tax credit (AMPTC) from the IRA for manufacturing microinverters in the United States, partially offset by the incremental manufacturing cost incurred in the United States relative to manufacturing in Mexico, India, and China. The AMPTC is accounted for by Enphase Energy as an income-based government grants that reduces cost of revenues in the condensed consolidated statements of operations.

Free cash flow. This item represents net cash flows from operating activities less purchases of property and equipment.

Conference Call Information

Enphase Energy will host a conference call for analysts and investors to discuss its fourth quarter 2024 results and first quarter 2025 business outlook today at 4:30 p.m. Eastern Time (1:30 p.m. Pacific Time). The call is open to the public by dialing (833) 634-5018. A live webcast of the conference call will also be accessible from the “Investor Relations” section of Enphase Energy’s website at https://investor.enphase.com. Following the webcast, an archived version will be available on the website for approximately one year. In addition, an audio replay of the conference call will be available by calling (877) 344-7529; replay access code 3831590, beginning approximately one hour after the call.

Forward-Looking Statements

This press release contains forward-looking statements, including statements related to Enphase Energy’s expectations as to its first quarter of 2025 financial outlook, including revenue, shipments of IQ Batteries by megawatt hours, gross margin with net IRA benefit and excluding net IRA benefit, estimated shipments of U.S. manufactured microinverters, operating expenses, and annualized effective tax rate with IRA benefit; its expectations regarding the expected net IRA benefit; its expectations on the timing and introduction of new products and updates to existing products, including the IQ Meter Collar, fourth-generation IQ Battery, and new IQ Combiner products; its expectations regarding higher domestic content product offerings; and the capabilities, advantages, features, and performance of its technology and products. These forward-looking statements are based on Enphase Energy’s current expectations and inherently involve significant risks and uncertainties. Enphase Energy’s actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of certain risks and uncertainties including those risks described in more detail in its most recently filed Annual Report on Form 10-K, Quarterly Report on Form 10-Q, and other documents on file with the SEC from time to time and available on the SEC’s website at www.sec.gov. Enphase Energy undertakes no duty or obligation to update any forward-looking statements contained in this release as a result of new information, future events or changes in its expectations, except as required by law.

A copy of this press release can be found on the investor relations page of Enphase Energy’s website at https://investor.enphase.com.

About Enphase Energy, Inc.

Enphase Energy, a global energy technology company based in Fremont, CA, is the world’s leading supplier of microinverter-based solar and battery systems that enable people to harness the sun to make, use, save, and sell their own power—and control it all with a smart mobile app. The company revolutionized the solar industry with its microinverter-based technology and builds all-in-one solar, battery, and software solutions. Enphase has shipped approximately 80.0 million microinverters, and approximately 4.7 million Enphase-based systems have been deployed in more than 160 countries. For more information, visit https://enphase.com/.

©2025 Enphase Energy, Inc. All rights reserved. Enphase Energy, Enphase, the “e” logo, IQ, IQ8, and certain other marks listed at https://enphase.com/trademark-usage-guidelines are trademarks or service marks of Enphase Energy, Inc. Other names are for informational purposes and may be trademarks of their respective owners.

Contact:

Zach Freedman
Enphase Energy, Inc.
Investor Relations
ir@enphaseenergy.com

ENPHASE ENERGY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(Unaudited)

	Three Months Ended									Year Ended
	December 31, 2024			September 30, 2024			December 31, 2023			December 31, 2024			December 31, 2023
Net revenues	$	382,713		$	380,873		$	302,570		$	1,330,383		$	2,290,786
Cost of revenues		184,420			202,702			155,908			701,245			1,232,398
Gross profit		198,293			178,171			146,662			629,138			1,058,388
Operating expenses:
Research and development		50,390			47,843			55,291			201,315			227,336
Sales and marketing		51,799			49,671			53,409			206,552			231,792
General and administrative		31,901			30,192			33,379			130,825			137,835
Restructuring and asset impairment charges		9,399			677			14,814			13,154			15,684
Total operating expenses		143,489			128,383			156,893			551,846			612,647
Income (loss) from operations		54,804			49,788			(10,231	)		77,292			445,741
Other income, net
Interest income		18,417			19,977			20,493			77,306			69,728
Interest expense		(2,252	)		(2,237	)		(2,268	)		(8,905	)		(8,839	)
Other income (expense), net		(1,270	)		(16,785	)		4,233			(25,534	)		6,509
Total other income, net		14,895			955			22,458			42,867			67,398
Income before income taxes		69,699			50,743			12,227			120,159			513,139
Income tax (provision) benefit		(7,539	)		(4,981	)		8,692			(17,501	)		(74,203	)
Net income	$	62,160		$	45,762		$	20,919		$	102,658		$	438,936
Net income per share:
Basic	$	0.46		$	0.34		$	0.15		$	0.76		$	3.22
Diluted	$	0.45		$	0.33		$	0.15		$	0.75		$	3.08
Shares used in per share calculation:
Basic		133,815			135,329			136,092			135,167			136,376
Diluted		138,128			139,914			139,205			140,004			143,290

ENPHASE ENERGY, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)

	December 31, 2024		December 31, 2023
ASSETS
Current assets:
Cash and cash equivalents	$	369,110	$	288,748
Restricted cash		95,006		—
Marketable securities		1,253,480		1,406,286
Accounts receivable, net		223,749		445,959
Inventory		165,004		213,595
Prepaid expenses and other assets		220,735		88,930
Total current assets		2,327,084		2,443,518
Property and equipment, net		147,514		168,244
Operating lease, right of use asset, net		24,617		19,887
Intangible assets, net		42,398		68,536
Goodwill		211,571		214,562
Other assets		180,925		215,895
Deferred tax assets, net		315,567		252,370
Total assets	$	3,249,676	$	3,383,012
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	90,032	$	116,164
Accrued liabilities		196,887		261,919
Deferred revenues, current		237,225		118,300
Warranty obligations, current		34,656		36,066
Debt, current		101,291		—
Total current liabilities		660,091		532,449
Long-term liabilities:
Deferred revenues, non-current		341,982		369,172
Warranty obligations, non-current		158,233		153,021
Other liabilities		55,265		51,008
Debt, non-current		1,201,089		1,293,738
Total liabilities		2,416,660		2,399,388
Total stockholders’ equity		833,016		983,624
Total liabilities and stockholders’ equity	$	3,249,676	$	3,383,012

ENPHASE ENERGY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)

	Three Months Ended									Year Ended
	December 31, 2024			September 30, 2024			December 31, 2023			December 31, 2024			December 31, 2023
Cash flows from operating activities:
Net income	$	62,160		$	45,762		$	20,919		$	102,658		$	438,936
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		20,665			20,103			20,841			81,389			74,708
Net accretion of discount on marketable securities		(7,490	)		(2,904	)		(2,950	)		(8,599	)		(15,561	)
Provision for doubtful accounts		2,206			2,704			(129	)		6,677			1,153
Asset impairment		4,702			17,568			9,700			28,843			10,603
Non-cash interest expense		2,188			2,173			2,126			8,650			8,380
Net loss (gain) from change in fair value of debt securities		(3,697	)		741			(2,670	)		(1,967	)		(8,078	)
Stock-based compensation		51,830			45,940			55,222			211,360			212,857
Deferred income taxes		(30,675	)		(5,276	)		(5,053	)		(58,319	)		(43,348	)
Changes in operating assets and liabilities:
Accounts receivable		2,684			49,414			105,771			211,640			(12,478	)
Inventory		(6,167	)		17,231			(39,481	)		48,591			(63,887	)
Prepaid expenses and other assets		(16,487	)		(64,149	)		(2,401	)		(134,343	)		(59,777	)
Accounts payable, accrued and other liabilities		(27,396	)		32,088			(139,277	)		(85,536	)		(22,149	)
Warranty obligations		8,657			7,053			221			3,802			57,641
Deferred revenues		104,112			1,690			12,611			98,847			117,780
Net cash provided by operating activities		167,292			170,138			35,450			513,693			696,780
Cash flows from investing activities:
Purchases of property and equipment		(8,064	)		(8,533	)		(20,075	)		(33,604	)		(110,401	)
Purchases of marketable securities		(93,138	)		(319,190	)		(337,757	)		(1,184,649	)		(2,081,431	)
Maturities and sale of marketable securities		351,843			215,241			433,869			1,346,520			1,840,477
Investments in private companies		—			—			—			—			(15,000	)
Net cash provided by (used in) investing activities		250,641			(112,482	)		76,037			128,267			(366,355	)
Cash flows from financing activities:
Partial settlement of convertible notes		—			(5	)		—			(7	)		—
Repurchase of common stock		(199,666	)		(49,794	)		(99,998	)		(391,364	)		(409,998	)
Payment of excise tax on net stock repurchases		(2,773	)		—			—			(2,773	)		—
Proceeds from issuance of common stock under employee equity plans		4,719			14			12,555			12,688			13,870
Payment of withholding taxes related to net share settlement of equity awards		(5,012	)		(6,286	)		(27,546	)		(78,813	)		(120,646	)
Net cash used in financing activities		(202,732	)		(56,071	)		(114,989	)		(460,269	)		(516,774	)
Effect of exchange rate changes on cash, cash equivalents and restricted cash		(7,410	)		2,638			2,175			(6,323	)		1,853
Net increase (decrease) in cash and cash equivalents and restricted cash		207,791			4,223			(1,327	)		175,368			(184,496	)
Cash and cash equivalents—Beginning of period		256,325			252,102			290,075			288,748			473,244
Cash, cash equivalents and restricted cash—End of period	$	464,116		$	256,325		$	288,748		$	464,116		$	288,748

ENPHASE ENERGY, INC.
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
(In thousands, except per share data and percentages)
(Unaudited)

	Three Months Ended									Year Ended
	December 31, 2024			September 30, 2024			December 31, 2023			December 31, 2024			December 31, 2023
Gross profit (GAAP)	$	198,293		$	178,171		$	146,662		$	629,138		$	1,058,388
Stock-based compensation		3,678			2,948			3,582			14,538			13,357
Acquisition related amortization		1,784			1,904			1,894			7,469			7,580
Gross profit (Non-GAAP)	$	203,755		$	183,023		$	152,138		$	651,145		$	1,079,325

Gross margin (GAAP)		51.8	%		46.8	%		48.5	%		47.3	%		46.2	%
Stock-based compensation		0.9			0.8			1.2			1.0			0.6
Acquisition related amortization		0.5			0.5			0.6			0.6			0.3
Gross margin (Non-GAAP)		53.2	%		48.1	%		50.3	%		48.9	%		47.1	%

Operating expenses (GAAP)	$	143,489		$	128,383		$	156,893		$	551,846		$	612,647
Stock-based compensation ⁽¹⁾		(47,884	)		(42,992	)		(51,640	)		(196,554	)		(199,500	)
Acquisition related expenses and amortization		(2,884	)		(3,102	)		(3,888	)		(12,911	)		(15,317	)
Restructuring and asset impairment charges ⁽¹⁾		(9,399	)		(677	)		(14,814	)		(13,154	)		(15,715	)
Operating expenses (Non-GAAP)	$	83,322		$	81,612		$	86,551		$	329,227		$	382,115

⁽¹⁾Includes stock-based compensation as follows:
Research and development	$	20,951		$	19,790		$	23,839		$	85,501		$	88,367
Sales and marketing		15,893			14,237			16,472			65,092			65,703
General and administrative		11,041			8,965			11,329			45,962			45,430
Restructuring and asset impairment charges		267			—			—			267			—
Total	$	48,152		$	42,992		$	51,640		$	196,822		$	199,500

Income (loss) from operations (GAAP)	$	54,804		$	49,788		$	(10,231	)	$	77,292		$	445,741
Stock-based compensation		51,563			45,940			55,222			211,093			212,857
Acquisition related expenses and amortization		4,668			5,006			5,782			20,380			22,897
Restructuring and asset impairment charges		9,399			677			14,814			13,154			15,715
Income from operations (Non-GAAP)	$	120,434		$	101,411		$	65,587		$	321,919		$	697,210

Net income (GAAP)	$	62,160		$	45,762		$	20,919		$	102,658		$	438,936
Stock-based compensation		51,563			45,940			55,222			211,093			212,857
Acquisition related expenses and amortization		4,668			5,006			5,782			20,380			22,897
Restructuring and asset impairment charges		9,399			677			14,814			13,154			15,715
Non-cash interest expense		2,188			2,173			2,126			8,650			8,380
Non-GAAP income tax adjustment		(4,116	)		(11,156	)		(25,389	)		(34,891	)		(85,544	)
Net income (Non-GAAP)	$	125,862		$	88,402		$	73,474		$	321,044		$	613,241

Net income per share, basic (GAAP)	$	0.46		$	0.34		$	0.15		$	0.76		$	3.22
Stock-based compensation		0.39			0.34			0.40			1.56			1.56
Acquisition related expenses and amortization		0.03			0.04			0.08			0.15			0.17
Restructuring and asset impairment charges		0.07			0.01			0.11			0.10			0.12
Non-cash interest expense		0.02			0.02			0.02			0.06			0.06
Non-GAAP income tax adjustment		(0.03	)		(0.10	)		(0.22	)		(0.26	)		(0.63	)
Net income per share, basic (Non-GAAP)	$	0.94		$	0.65		$	0.54		$	2.37		$	4.50

Shares used in basic per share calculation GAAP and Non-GAAP		133,815			135,329			136,092			135,167			136,376

Net income per share, diluted (GAAP)	$	0.45		$	0.33		$	0.15		$	0.75		$	3.08
Stock-based compensation		0.39			0.33			0.39			1.56			1.57
Acquisition related expenses and amortization		0.04			0.04			0.08			0.15			0.16
Restructuring and asset impairment charges		0.07			0.01			0.10			0.10			0.11
Non-cash interest expense		0.02			0.02			0.01			0.06			0.06
Non-GAAP income tax adjustment		(0.03	)		(0.08	)		(0.19	)		(0.26	)		(0.57	)
Net income per share, diluted (Non-GAAP) ⁽²⁾	$	0.94		$	0.65		$	0.54		$	2.37		$	4.41

Shares used in diluted per share calculation GAAP		138,128			139,914			139,205			140,004			143,290
Shares used in diluted per share calculation Non-GAAP		134,053			135,839			137,187			135,641			139,214

Income-based government grants (GAAP)	$	68,040		$	46,552		$	32,887		$	157,538		$	53,470
Incremental cost for manufacturing in U.S.		(16,123	)		(11,396	)		(7,112	)		(38,351	)		(11,603	)
Net IRA benefit (Non-GAAP)	$	51,917		$	35,156		$	25,775		$	119,187		$	41,867

Net cash provided by operating activities (GAAP)	$	167,292		$	170,138		$	35,450		$	513,693		$	696,780
Purchases of property and equipment		(8,064	)		(8,533	)		(20,075	)		(33,604	)		(110,401	)
Free cash flow (Non-GAAP)	$	159,228		$	161,605		$	15,375		$	480,089		$	586,379

(2) Calculation of non-GAAP diluted net income per share for the year ended December 31, 2023 excludes convertible Notes due 2023 interest expense, net of tax of less than $0.1 million from non-GAAP net income.

This press release was published by a CLEAR® Verified individual.

The MIL Network –

February 5, 2025

MIL-OSI: Intapp Announces Second Quarter Fiscal Year 2025 Financial Results

Source: GlobeNewswire (MIL-OSI)

Second quarter SaaS revenue of $80.0 million, up 27% year-over-year
Cloud annual recurring revenue (ARR) of $331.1 million, up 29% year-over-year
Trailing twelve months’ cloud net revenue retention rate as of December 31, 2024 was 119%

PALO ALTO, Calif., Feb. 04, 2025 (GLOBE NEWSWIRE) — Intapp, Inc. (NASDAQ: INTA), a leading global provider of AI-powered solutions for professionals at advisory, capital markets, and legal firms, announced financial results for its fiscal second quarter ended December 31, 2024. Intapp also provided its outlook for the third quarter and the full fiscal year 2025.

“I’m pleased to share that once again we’ve achieved strong quarterly results which are supported by the addition of new clients and expanded client relationships,” said John Hall, CEO of Intapp. “Our second quarter results are indicative of our ability to continually drive AI, cloud adoption, and modernization across the industries we serve.”

Second Quarter of Fiscal Year 2025 Financial Highlights

SaaS revenue was $80.0 million, a 27% year-over-year increase compared to the second quarter of fiscal year 2024.
Total revenue was $121.2 million, a 17% year-over-year increase compared to the second quarter of fiscal year 2024.
Cloud ARR was $331.1 million as of December 31, 2024, a 29% year-over-year increase compared to Cloud ARR as of December 31, 2023. Cloud ARR represented 76% of total ARR as of December 31, 2024, compared to 70% as of December 31, 2023.
Total ARR was $437.1 million as of December 31, 2024, a 20% year-over-year increase compared to total ARR as of December 31, 2023.
GAAP operating loss was $(10.2) million, compared to a GAAP operating loss of $(11.1) million in the second quarter of fiscal year 2024.
Non-GAAP operating income was $18.9 million, compared to a non-GAAP operating income of $7.6 million in the second quarter of fiscal year 2024.
GAAP net loss was $(10.2) million, compared to a GAAP net loss of $(9.2) million in the second quarter of fiscal year 2024.
Non-GAAP net income was $17.4 million, compared to a non-GAAP net income of $8.8 million in the second quarter of fiscal year 2024.
GAAP net loss per share was $(0.13), compared to a GAAP net loss per share of $(0.13) in the second quarter of fiscal year 2024.
Non-GAAP diluted net income per share was $0.21, compared to a non-GAAP diluted net income per share of $0.11 in the second quarter of fiscal year 2024.
Cash and cash equivalents were $285.6 million as of December 31, 2024, compared to $208.4 million as of June 30, 2024.
For the six months ended December 31, 2024, net cash provided by operating activities was $49.7 million, compared to net cash provided by operating activities of $23.6 million for the six months ended December 31, 2023.

Business Highlights

As of December 31, 2024, we served more than 2,650 clients, 728 of which each had contracts greater than $100,000 of ARR.
We upsold and cross-sold our existing clients such that our trailing twelve months’ cloud net revenue retention rate as of December 31, 2024 was 119%.
We continued to add new clients and expand existing accounts including accounting firm Milsted Langdon and consulting firm Alvarez & Marsal.
We were named to Forbes’ America’s Most Successful Mid-Cap Companies listing for 2024.
Intapp DealCloud won bronze in the Enterprise Product of the Year – Software category at the 2024 Best in Biz Awards.

Third Quarter and Full Fiscal Year 2025 Outlook

	Fiscal 2025 Outlook
	Third Quarter	Fiscal Year
	(in millions, except per share data)
SaaS revenue	$84.0 – $85.0	$328.8 – $332.8
Total revenue	$128.3 – $129.3	$498.5 – $502.5
Non-GAAP operating income	$18.5 – $19.5	$70.2 – $74.2
Non-GAAP diluted net income per share	$0.21 – $0.23	$0.83 – $0.87

The guidance provided above constitutes forward-looking statements and actual results may differ materially. Refer to the “Forward-Looking Statements” safe harbor section below for information on the factors that could cause our actual results to differ materially from these forward-looking statements.

The information presented in this press release includes non-GAAP financial measures such as “non-GAAP operating income,” “non-GAAP net income,” and “non-GAAP diluted net income per share.” Refer to “Non-GAAP Financial Measures and Other Metrics” for a discussion of these measures and the financial tables below for reconciliations of each non-GAAP financial measure to the most directly comparable GAAP financial measure.

The guidance regarding non-GAAP operating income excludes known pre-tax charges related to estimated stock-based compensation of $23.4 million for the third quarter of fiscal year 2025 and $90.6 million for fiscal year 2025 and amortization of intangible assets of $2.7 million for the third quarter of fiscal year 2025 and $11.2 million for fiscal year 2025. The guidance regarding non-GAAP diluted net income per share excludes known pre-tax charges related to estimated stock-based compensation of $0.28 per share for the third quarter of fiscal year 2025 and $1.08 per share for fiscal year 2025 and amortization of intangible assets of $0.03 per share for the third quarter of fiscal year 2025 and $0.13 per share for fiscal year 2025. The Company has not included a quantitative reconciliation of its guidance for non-GAAP operating income and non-GAAP diluted net income per share to their most directly comparable GAAP financial measures, other than stock-based compensation and amortization of intangible assets, because certain of these reconciling items, including change in fair value of contingent consideration, transaction costs, restructuring and other costs and income tax effect of non-GAAP adjustments, could be highly variable and cannot be reasonably predicted without unreasonable effort. This is due to the inherent difficulty of forecasting the timing of certain events that have not yet occurred and are out of the Company’s control and the amounts of associated reconciling items. Please note that the unavailable reconciling items could significantly impact the Company’s GAAP operating results.

Corporate Presentation

A supplemental financial presentation and other information will be accessible through Intapp’s investor relations website at https://investors.intapp.com/.

Webcast
Intapp will host a conference call for analysts and investors on Tuesday, February 4, 2025, beginning at 2:00 p.m. PT (5:00 p.m. ET). The call will be webcast live via the “Investors” section of the Intapp company website at https://investors.intapp.com/. A replay of the call will be available through the Intapp website for 90 days.

About Intapp

Intapp software helps professionals unlock their teams’ knowledge, relationships, and operational insights to increase value for their firms. Using the power of Applied AI, we make firm and market intelligence easy to find, understand, and use. With Intapp’s portfolio of vertical SaaS solutions, professionals can apply their collective expertise to make smarter decisions, manage risk, and increase competitive advantage. The world’s top firms — across accounting, consulting, investment banking, legal, private capital, and real assets — trust Intapp’s industry-specific platform and solutions to modernize and drive new growth.

Forward-Looking Statements

This press release contains express and implied “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding our financial outlook for the third quarter and full fiscal year 2025, growth strategy, business plans and market position. In some cases, you can identify forward-looking statements by terms such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “project,” “would,” “should,” “could,” “can,” “predict,” “potential,” “target,” “explore,” “continue,” “expand,” “outlook” or the negative of these terms, and similar expressions intended to identify forward-looking statements. By their nature, these statements are subject to numerous uncertainties and risks, including factors beyond our control, that could cause actual results, performance, or achievement to differ materially and adversely from those anticipated or implied in the statements, including: our ability to continue our growth at or near historical rates; our future financial performance and ability to be profitable; the effect of global events on the U.S. and global economies, our business, our employees, our results of operations, our financial condition, demand for our products, sales and implementation cycles, and the health of our clients’ and partners’ businesses; our ability to prevent and respond to data breaches, unauthorized access to client data or other disruptions of our solutions; our ability to effectively manage U.S. and global market and economic conditions, including inflationary pressures, economic and market downturns and volatility in the financial services industry, particularly adverse to our targeted industries; the length and variability of our sales cycle; our ability to attract and retain clients; our ability to attract and retain talent; our ability to compete in highly competitive markets, including AI products; our ability to manage additional complexity, burdens, and volatility in connection with our international sales and operations; the successful assimilation or integration of the businesses, technologies, services, products, personnel or operations of acquired companies; our ability to incur indebtedness in the future and the effect of conditions in credit markets; the sufficiency of our cash and cash equivalents to meet our liquidity needs; and our ability to maintain, protect, and enhance our intellectual property rights. Additional risks and uncertainties that could cause actual outcomes and results to differ materially from those contemplated by the forward-looking statements are included under the caption “Risk Factors” and elsewhere in our Annual Report on Form 10-K, our Quarterly Reports on Form 10-Q, and any subsequent public filings. Moreover, we operate in a very competitive and rapidly changing environment, and new risks may emerge from time to time. It is not possible for us to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results or outcomes to differ materially from those contained in any forward-looking statements we may make. Forward-looking statements speak only as of the date the statements are made and are based on information available to us at the time those statements are made and/or management’s good faith belief as of that time with respect to future events. We assume no obligation to update forward-looking statements to reflect events or circumstances after the date they were made, except as required by law.

Presentation Changes Related to SaaS and License Revenue

Effective July 1, 2024, the Company adjusted the classification of support services related to subscription license to be included within “license” on the unaudited condensed consolidated statements of operations. Prior to July 1, 2024, support services related to subscription license were included in a line item entitled “SaaS and Support.” Accordingly, effective July 1, 2024, SaaS revenues include subscription fees from clients accessing our SaaS solutions, premium support services related to SaaS, and updates, if any, to the subscribed service during the subscription term. There was no change to the Company’s revenue recognition policy, except for the change in classification noted herein.

The presentation of cost of revenues has been conformed to reflect the changes related to the presentation of revenues. Such reclassifications related to the presentation of revenues and cost of revenues did not affect total revenues, operating income, or net income.

Non-GAAP Financial Measures and Other Metrics

This press release contains the following non-GAAP financial measures: non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating expenses, non-GAAP operating income, non-GAAP net income, and non-GAAP diluted net income per share. These non-GAAP measures exclude the impact of stock-based compensation, amortization of intangible assets, change in fair value of contingent consideration, transaction costs, restructuring and other costs and the income tax effect of non-GAAP adjustments. See below for a reconciliation of each non-GAAP financial measure to the most directly comparable GAAP financial measure.

Free cash flow is a non-GAAP financial measure, and a supplemental liquidity measure that management uses to evaluate our core operating business and our ability to meet our current and future financing and investing needs. It consists of net cash provided by operating activities less cash paid for purchases of property and equipment. See below for a reconciliation of each non-GAAP financial measure to the most directly comparable GAAP financial measure.

Other metrics include total ARR, Cloud ARR and Cloud net revenue retention rate. Total ARR represents the annualized recurring value of all active SaaS and on-premise subscription license contracts at the end of a reporting period. Cloud ARR is the portion of the annualized recurring value of our active SaaS contracts at the end of a reporting period. Contracts with a term other than one year are annualized by taking the committed contract value for the current period divided by number of days in that period, then multiplying by 365. Cloud net revenue retention rate is the portion of our net revenue retention rate, which represents the net revenue retention of our SaaS contracts. We calculate Cloud net revenue retention by starting with the Cloud ARR from the cohort of all clients as of the twelve months prior to the applicable fiscal period, or prior period Cloud ARR. We then calculate the Cloud ARR from these same clients as of the current fiscal period, or current period Cloud ARR. We then divide the current period Cloud ARR by the prior period Cloud ARR to calculate the Cloud net revenue retention.

We believe these non-GAAP financial measures and metrics provide useful information to investors as they are used by management to manage the business, make planning decisions, evaluate our performance, and allocate resources and provide useful information regarding certain financial and business trends relating to our financial condition and results of operations. These non-GAAP financial measures, which may be different than similarly-titled measures used by other companies, should not be considered a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP.

Guidance for non-GAAP financial measures excludes stock-based compensation expense, amortization of intangible assets, change in fair value of contingent consideration, transaction costs, restructuring and other costs and the income tax effect of non-GAAP adjustments. Non-GAAP diluted net income per share is calculated by dividing non-GAAP net income by the estimated diluted weighted average shares outstanding for the period.

Investor Contact
David Trone
Senior Vice President, Investor Relations
Intapp, Inc.
ir@intapp.com

Media Contact
Ali Robinson
Global Media Relations Director
Intapp, Inc.
press@intapp.com


INTAPP, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited, in thousands, except per share data and percentages)

	Three Months Ended December 31,						Six Months Ended December 31,
	2024			2023			2024			2023
Revenues
SaaS	$	79,976		$	63,117		$	156,852		$	122,030
License		28,017			28,135			56,509			56,186
Professional services		13,216			12,681			26,653			27,292
Total revenues		121,209			103,933			240,014			205,508
Cost of revenues
SaaS		16,292			12,810			31,610			25,521
License		1,630			1,606			3,382			3,308
Professional services		14,549			16,353			29,413			33,513
Total cost of revenues		32,471			30,769			64,405			62,342
Gross profit		88,738			73,164			175,609			143,166
Gross margin		73.2	%		70.4	%		73.2	%		69.7	%
Operating expenses:
Research and development		33,325			27,981			65,752			56,477
Sales and marketing		40,791			35,269			78,551			69,688
General and administrative		24,808			20,996			48,746			42,048
Total operating expenses		98,924			84,246			193,049			168,213
Operating loss		(10,186	)		(11,082	)		(17,440	)		(25,047	)
Interest and other income (expense), net		(202	)		2,057			3,220			1,114
Net loss before income taxes		(10,388	)		(9,025	)		(14,220	)		(23,933	)
Income tax benefit (expense)		171			(188	)		(517	)		(601	)
Net loss	$	(10,217	)	$	(9,213	)	$	(14,737	)	$	(24,534	)
Net loss per share, basic and diluted	$	(0.13	)	$	(0.13	)	$	(0.19	)	$	(0.35	)
Weighted-average shares used to compute net loss per share, basic and diluted		78,118			70,521			76,861			69,729


INTAPP, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited, in thousands)

	December 31, 2024			June 30, 2024
Assets
Current assets:
Cash and cash equivalents	$	285,631		$	208,370
Restricted cash		200			200
Accounts receivable, net		87,596			95,103
Unbilled receivables, net		13,786			13,300
Other receivables, net		4,412			2,743
Prepaid expenses		11,284			9,031
Deferred commissions, current		14,232			13,907
Total current assets		417,141			342,654
Property and equipment, net		20,172			18,944
Operating lease right-of-use assets		18,426			21,382
Goodwill		285,907			285,969
Intangible assets, net		34,351			40,293
Deferred commissions, noncurrent		18,335			18,495
Other assets		6,255			5,262
Total assets	$	800,587		$	732,999
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	16,631		$	13,348
Accrued compensation		35,045			42,066
Accrued expenses		7,266			12,040
Deferred revenue, net		234,962			218,923
Other current liabilities		12,243			14,270
Total current liabilities		306,147			300,647
Deferred tax liabilities		1,255			1,336
Deferred revenue, noncurrent		3,033			3,563
Operating lease liabilities, noncurrent		17,409			19,605
Other liabilities		4,353			4,610
Total liabilities		332,197			329,761
Stockholders’ equity:
Common stock		79			75
Additional paid-in capital		971,631			891,681
Accumulated other comprehensive loss		(1,401	)		(1,336	)
Accumulated deficit		(501,919	)		(487,182	)
Total stockholders’ equity		468,390			403,238
Total liabilities and stockholders’ equity	$	800,587		$	732,999


INTAPP, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited, in thousands)

	Three Months Ended December 31,						Six Months Ended December 31,
	2024			2023			2024			2023
Cash Flows from Operating Activities:
Net loss	$	(10,217	)	$	(9,213	)	$	(14,737	)	$	(24,534	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		4,372			3,975			8,839			7,984
Amortization of operating lease right-of-use assets		1,278			1,152			2,558			2,282
Accounts receivable allowances		273			803			823			1,228
Stock-based compensation		25,411			16,508			45,400			35,265
Change in fair value of contingent consideration		—			(784	)		(1,004	)		(2,215	)
Deferred income taxes		(26	)		(104	)		(74	)		(217	)
Other		38			39			76			77
Changes in operating assets and liabilities:
Accounts receivable		(23,742	)		(10,902	)		6,465			12,570
Unbilled receivables, current		(1,009	)		(1,888	)		(486	)		(5,774	)
Prepaid expenses and other assets		(2,433	)		(446	)		(5,001	)		(1,788	)
Deferred commissions		(1,832	)		(1,189	)		(165	)		(1,068	)
Accounts payable and accrued liabilities		185			9,760			(7,875	)		(1,517	)
Deferred revenue, net		32,784			4,615			15,509			4,837
Operating lease liabilities		(1,344	)		(768	)		(2,675	)		(2,339	)
Other liabilities		1,501			477			2,032			(1,144	)
Net cash provided by operating activities		25,239			12,035			49,685			23,647
Cash Flows from Investing Activities:
Purchases of property and equipment		(62	)		(213	)		(416	)		(1,354	)
Capitalized internal-use software costs		(1,915	)		(1,592	)		(3,449	)		(3,453	)
Business combinations, net of cash acquired		—			—			(897	)		—
Net cash used in investing activities		(1,977	)		(1,805	)		(4,762	)		(4,807	)
Cash Flows from Financing Activities:
Payments for deferred offering costs		—			(148	)		—			(781	)
Proceeds from stock option exercises		9,666			15,612			32,584			17,936
Proceeds from employee stock purchase plan		1,970			1,725			1,970			1,725
Payments of deferred contingent consideration and holdback associated with acquisitions		(1,023	)		(2,551	)		(2,410	)		(2,551	)
Net cash provided by financing activities		10,613			14,638			32,144			16,329
Effect of foreign currency exchange rate changes on cash and cash equivalents		(2,091	)		(58	)		194			203
Net increase in cash, cash equivalents and restricted cash		31,784			24,810			77,261			35,372
Cash, cash equivalents and restricted cash – beginning of period		254,047			141,747			208,570			131,185
Cash, cash equivalents and restricted cash – end of period	$	285,831		$	166,557		$	285,831		$	166,557

INTAPP, INC.
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
(Unaudited, in thousands, except per share data and percentages)

The following tables reconcile the specific items excluded from GAAP in the calculation of non-GAAP financial measures for the periods indicated below:

Non-GAAP Gross Profit

	Three Months Ended December 31,						Six Months Ended December 31,
	2024			2023			2024			2023
GAAP gross profit	$	88,738		$	73,164		$	175,609		$	143,166
Adjusted to exclude the following:
Stock-based compensation		2,702			2,018			4,934			3,892
Amortization of intangible assets		1,509			1,055			3,080			2,110
Restructuring and other costs		53			—			62			—
Non-GAAP gross profit	$	93,002		$	76,237		$	183,685		$	149,168
Non-GAAP gross margin		76.7	%		73.4	%		76.5	%		72.6	%

Non-GAAP Operating Expenses

	Three Months Ended December 31,						Six Months Ended December 31,
	2024			2023			2024			2023
GAAP research and development	$	33,325		$	27,981		$	65,752		$	56,477
Stock-based compensation		(6,800	)		(4,468	)		(11,424	)		(9,114	)
Restructuring and other costs		(113	)		—			(162	)		—
Non-GAAP research and development	$	26,412		$	23,513		$	54,166		$	47,363


GAAP sales and marketing	$	40,791		$	35,269		$	78,551		$	69,688
Stock-based compensation		(7,232	)		(4,888	)		(12,970	)		(10,227	)
Amortization of intangible assets		(1,268	)		(1,396	)		(2,536	)		(2,883	)
Non-GAAP sales and marketing	$	32,291		$	28,985		$	63,045		$	56,578


GAAP general and administrative	$	24,808		$	20,996		$	48,746		$	42,048
Stock-based compensation		(8,677	)		(5,134	)		(16,072	)		(12,032	)
Amortization of intangible assets		(163	)		(163	)		(326	)		(326	)
Change in fair value of contingent consideration		—			784			1,004			2,215
Transaction costs ⁽¹⁾		(530	)		(350	)		(664	)		(678	)
Restructuring and other costs		(64	)		—			(236	)		—
Non-GAAP general and administrative	$	15,374		$	16,133		$	32,452		$	31,227

Non-GAAP Operating Income

	Three Months Ended December 31,						Six Months Ended December 31,
	2024			2023			2024			2023
GAAP operating loss	$	(10,186	)	$	(11,082	)	$	(17,440	)	$	(25,047	)
Adjusted to exclude the following:
Stock-based compensation		25,411			16,508			45,400			35,265
Amortization of intangible assets		2,940			2,614			5,942			5,319
Change in fair value of contingent consideration		—			(784	)		(1,004	)		(2,215	)
Transaction costs ⁽¹⁾		530			350			664			678
Restructuring and other costs		230			—			460			—
Non-GAAP operating income	$	18,925		$	7,606		$	34,022		$	14,000

Non-GAAP Net Income

	Three Months Ended December 31,						Six Months Ended December 31,
	2024			2023			2024			2023
GAAP net loss	$	(10,217	)	$	(9,213	)	$	(14,737	)	$	(24,534	)
Adjusted to exclude the following:
Stock-based compensation		25,411			16,508			45,400			35,265
Amortization of intangible assets		2,940			2,614			5,942			5,319
Change in fair value of contingent consideration		—			(784	)		(1,004	)		(2,215	)
Transaction costs ⁽¹⁾		530			350			664			678
Restructuring and other costs		230			—			460			—
Income tax effect of non-GAAP adjustments		(1,489	)		(710	)		(2,513	)		(1,125	)
Non-GAAP net income	$	17,405		$	8,765		$	34,212		$	13,388

GAAP net loss per share, basic and diluted	$	(0.13	)	$	(0.13	)	$	(0.19	)	$	(0.35	)
Non-GAAP net income per share, diluted	$	0.21		$	0.11		$	0.41		$	0.17

Weighted-average shares used to compute GAAP net loss per share, basic and diluted		78,118			70,521			76,861			69,729
Weighted-average shares used to compute non-GAAP net income per share, diluted		83,910			80,285			82,724			79,926

Free Cash Flow

	Three Months Ended December 31,						Six Months Ended December 31,
	2024			2023			2024			2023
Net cash provided by operating activities	$	25,239		$	12,035		$	49,685		$	23,647
Adjusted for the following cash outlay:
Purchases of property and equipment		(62	)		(213	)		(416	)		(1,354	)
Free cash flow ⁽²⁾	$	25,177		$	11,822		$	49,269		$	22,293

(1) Consists of acquisition-related transaction costs, costs related to a legal settlement incurred in connection with an acquisition and costs related to certain non-capitalized offering-related expenses.

(2) Beginning with the second quarter ended December 31, 2023, we have excluded capitalized internal-use software costs and cash paid for interest from the calculation of our free cash flow, which we believe better aligns with industry standard. Our free cash flow for prior period presented were recast to conform to the updated methodology and are reflected herein for comparison purposes.

The MIL Network –

February 5, 2025

MIL-OSI: Key Tronic Corporation Announces Results For the Second Quarter of Fiscal Year 2025

Source: GlobeNewswire (MIL-OSI)

SPOKANE VALLEY, Wash., Feb. 04, 2025 (GLOBE NEWSWIRE) — Key Tronic Corporation (Nasdaq: KTCC), a provider of electronic manufacturing services (EMS), today announced its results for the quarter ended December 28, 2024. These results are in line with the updated guidance provided on January 24, 2025.

For the second quarter of fiscal year 2025, Key Tronic reported total revenue of $113.9 million, compared to $147.8 million in the same period of fiscal year 2024. The lower than anticipated revenue and earnings for the second quarter of fiscal year 2025 are primarily due to unexpected shortages for specific components managed by a large customer, lower-than-expected production during the holiday season, and reduced demand from certain customers which together lowered revenue by approximately $15 million from initial guidance for the quarter. For the first six months of fiscal year 2025, total revenue was $245.4 million, compared to $298.0 million in the same period of fiscal year 2024.

Gross margins were 6.8% and operating margins were (1.0)% in the second quarter of fiscal year 2025, compared to 8.0% and 2.7%, respectively, in the same period of fiscal year 2024. The decline in margins for the second quarter of fiscal year 2025 primarily reflects the reduction of revenue. As previously announced, interest expense also included approximately $1.0 million in write-offs of unamortized loan fees related to refinancing the Company’s debt with a new lender.

The net loss was $(4.9) million or $(0.46) per share for the second quarter of fiscal year 2025, compared to net income of $1.1 million or $0.10 per share for the same period of fiscal year 2024. For the first six months of fiscal year 2025, the net loss was $(3.8) million or $(0.35) per share, compared to net income of $1.4 million or $0.13 per share for the same period of fiscal year 2024.

The adjusted net loss was $(4.1) million or $(0.38) per share for the second quarter of fiscal year 2025, compared to adjusted net income of $1.1 million or $0.10 per share for the same period of fiscal year 2024. The adjusted net loss was $(2.9) million or $(0.27) per share for first six months of fiscal year 2025, compared to adjusted net income of $1.2 million or $0.11 per share for the same period of fiscal year 2024. See “Non-GAAP Financial Measures,” below for additional information about adjusted net income and adjusted net income per share.

“As we announced today, we’re planning to significantly increase production capacity in Arkansas and Vietnam in order to continue to benefit from the growing customer demand for rebalancing their contract manufacturing. We believe these initiatives should help mitigate the adverse impact and uncertainties surrounding the recently announced tariffs on goods manufactured in China and Mexico,” said Brett Larsen, President and CEO.

“We are disappointed with the unexpected decline in revenue in the second quarter of fiscal 2025, however, we expect our revenue and earnings to improve in the third quarter of fiscal year 2025 as strategic initiatives undertaken in previous quarters come to fruition. We’re actively streamlining our international and domestic operations, with further headcount reductions to enhance efficiency, building on similar actions a year ago. We’re also pleased to see our inventory levels being more in line with current revenue levels and expect that these strategic changes will improve our overall profitability in the longer term.”

“At the same time, we continued to win new programs, such as aerospace systems and an energy resiliency technology program, which was recently announced. Once fully ramped, the latter program could generate annual revenue for us in excess of $60 million. We also closed on a long-term debt refinancing agreement during the quarter that expands available capital for growth. We believe Key Tronic remains well positioned for increased growth and profitability in coming periods.”

The financial data presented for the second quarter of fiscal 2025 should be considered preliminary and could be subject to change, as the Company’s independent auditor has not completed their review procedures.

Business Outlook

Due to uncertainty in the economic and political environments related to the impact of recently announced potential tariffs, Key Tronic will not be issuing revenue or earnings guidance for the third quarter of fiscal year 2025.

Conference Call

Key Tronic will host a conference call to discuss its financial results at 2:00 PM Pacific (5:00 PM Eastern) today. A broadcast of the conference call will be available at www.keytronic.com under “Investor Relations” or by calling 888-394-8218 or +1-313-209-4906 (Access Code: 2254355). The Company will also reference accompanying slides that can be viewed with the webcast at www.keytronic.com under “Investor Relations”. A replay will be available at www.keytronic.com under “Investor Relations”.

About Key Tronic

Key Tronic is a leading contract manufacturer offering value-added design and manufacturing services from its facilities in the United States, Mexico, China and Vietnam. The Company provides its customers with full engineering services, materials management, worldwide manufacturing facilities, assembly services, in-house testing, and worldwide distribution. Its customers include some of the world’s leading original equipment manufacturers. For more information about Key Tronic visit: www.keytronic.com

Forward-Looking Statements

Some of the statements in this press release are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, but are not limited to those including such words as aims, anticipates, believes, continues, estimates, expects, hopes, intends, plans, predicts, projects, targets, will, or would, similar verbs, or nouns corresponding to such verbs, which may be forward looking. Forward-looking statements also include other passages that are relevant to expected future events, performances, and actions or that can only be fully evaluated by events that will occur in the future. Forward-looking statements in this release include, without limitation, the Company’s statements regarding its expectations with respect to financial conditions and results, including revenue and earnings, cost savings from headcount reduction and the Mexican Peso exchange rate, demand for certain products and the effectiveness of some of its programs, business from customers and programs, and impacts from operational streamlining and efficiencies, including reductions in inventories. There are many factors, risks and uncertainties that could cause actual results to differ materially from those predicted or projected in forward-looking statements, including but not limited to: the future of the global economic environment and its impact on our customers and suppliers; the success and timing of our expansion plans; the availability of components from the supply chain; the availability of a healthy workforce; the accuracy of suppliers’ and customers’ forecasts; development and success of customers’ programs and products; timing and effectiveness of ramping of new programs; success of new-product introductions; the risk of legal proceedings or governmental investigations relating to the previously reported financial statement restatements and related material weaknesses, the May 2024 cybersecurity incident and the subject of the internal investigation by the Company’s Audit Committee and related or other unrelated matters; acquisitions or divestitures of operations or facilities; technology advances; changes in pricing policies by the Company, its competitors, customers or suppliers; impact of new governmental legislation and regulation, including tax reform, tariffs and related activities, such trade negotiations and other risks; and other factors, risks, and uncertainties detailed from time to time in the Company’s SEC filings.

Non-GAAP Financial Measures

To supplement our consolidated financial statements, which are prepared in accordance with generally accepted accounting principles in the United States (GAAP), we use certain non-GAAP financial measures, adjusted net income and adjusted net income per share, diluted. We provide these non-GAAP financial measures because we believe they provide greater transparency related to our core operations and represent supplemental information used by management in its financial and operational decision making. We exclude (or include) certain items in our non-GAAP financial measures as we believe the net result is a measure of our core business. We believe this facilitates operating performance comparisons from period to period by eliminating potential differences caused by the existence and timing of certain income and expense items that would not otherwise be apparent on a GAAP basis. Non-GAAP performance measures should be considered in addition to, and not as a substitute for, results prepared in accordance with GAAP. We strongly encourage investors and shareholders to review our financial statements and publicly-filed reports in their entirety and not to rely on any single financial measure. Our non-GAAP financial measures may be different from those reported by other companies. See the table below entitled “Reconciliation of GAAP to non-GAAP measures” for reconciliations of adjusted net income to the most directly comparable GAAP measure, which is GAAP net income, and the computation of adjusted net income per share, diluted.


CONTACTS:	Tony Voorhees	Michael Newman
	Chief Financial Officer	Investor Relations
	Key Tronic Corporation	StreetConnect
	(509)-927-5345	(206) 729-3625

KEY TRONIC CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
(Unaudited)

	Three Months Ended						Six Months Ended
	December 28, 2024			December 30, 2023			December 28, 2024			December 30, 2023
Net sales	$	113,853		$	147,847		$	245,411		$	297,959
Cost of sales		106,147			136,084			224,402			275,334
Gross profit		7,706			11,763			21,009			22,625
Research, development and engineering expenses		2,320			1,758			4,609			3,999
Selling, general and administrative expenses		6,507			6,057			13,077			11,841
Gain on insurance proceeds, net of losses		—			—			—			(431	)
Total operating expenses		8,827			7,815			17,686			15,409
Operating income (loss)		(1,121	)		3,948			3,323			7,216
Interest expense, net		3,904			2,961			7,167			5,972
Income (loss) before income taxes		(5,025	)		987			(3,844	)		1,244
Income tax benefit		(111	)		(97	)		(54	)		(175	)
Net income (loss)	$	(4,914	)	$	1,084		$	(3,790	)	$	1,419
Net income (loss) per share — Basic	$	(0.46	)	$	0.10		$	(0.35	)	$	0.13
Weighted average shares outstanding — Basic		10,762			10,762			10,762			10,762
Net income (loss) per share — Diluted	$	(0.46	)	$	0.10		$	(0.35	)	$	0.13
Weighted average shares outstanding — Diluted		10,762			10,889			10,762			10,889

KEY TRONIC CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)

	December 28, 2024			June 29, 2024
ASSETS
Current assets:
Cash and cash equivalents	$	4,244		$	4,752
Trade receivables, net of credit losses of $2,931 and $2,918		113,132			132,559
Contract assets		18,892			21,250
Inventories, net		100,709			105,099
Other, net of credit losses of $1,496 and $1,679		24,159			24,739
Total current assets		261,136			288,399
Property, plant and equipment, net		27,123			28,806
Operating lease right-of-use assets, net		13,829			15,416
Other assets:
Deferred income tax asset		19,287			17,376
Other		6,454			5,346
Total other assets		25,741			22,722
Total assets	$	327,829		$	355,343
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	63,585		$	79,394
Accrued compensation and vacation		6,218			6,510
Current portion of long-term debt		5,063			3,123
Other		18,904			15,149
Total current liabilities		93,770			104,176
Long-term liabilities:
Long-term debt, net		106,020			116,383
Operating lease liabilities		8,429			10,312
Deferred income tax liability		9			263
Other long-term obligations		114			219
Total long-term liabilities		114,572			127,177
Total liabilities		208,342			231,353
Shareholders’ equity:
Common stock, no par value—shares authorized 25,000; issued and outstanding 10,762 and 10,762 shares, respectively		47,367			47,284
Retained earnings		73,131			76,921
Accumulated other comprehensive loss		(1,011	)		(215	)
Total shareholders’ equity		119,487			123,990
Total liabilities and shareholders’ equity	$	327,829		$	355,343

KEY TRONIC CORPORATION AND SUBSIDIARIES
Reconciliation of GAAP to non-GAAP measures
(In thousands, except per share amounts)
(Unaudited)

	Three Months Ended						Six Months Ended
	December 28, 2024			December 30, 2023			December 28, 2024			December 30, 2023
GAAP net income (loss)	$	(4,914	)	$	1,084		$	(3,790	)	$	1,419
Gain on insurance proceeds (net of losses)		—			—			—			(431	)
Stock-based compensation expense		16			53			83			112
Write-off of unamortized loan fees		1,012			—			1,012			—
Income tax effect of non-GAAP adjustments (1)		(206	)		(11	)		(219	)		64
Adjusted net income (loss):	$	(4,092	)	$	1,126		$	(2,914	)	$	1,164

Adjusted net income (loss) per share — non-GAAP Diluted	$	(0.38	)	$	0.10		$	(0.27	)	$	0.11
Weighted average shares outstanding — Diluted		10,762			10,889			10,762			10,889

(1) Income tax effects are calculated using an effective tax rate of 20%, which approximates the statutory GAAP tax rate for the presented periods.

The MIL Network –

February 5, 2025

MIL-OSI: First Financial Corporation Reports 2024 Results

Source: GlobeNewswire (MIL-OSI)

TERRE HAUTE, Ind., Feb. 04, 2025 (GLOBE NEWSWIRE) — First Financial Corporation (NASDAQ:THFF) today announced results for the fourth quarter of 2024.

Net income was $16.2 million compared to $12.4 million reported for the same period of 2023;
Diluted net income per common share of $1.37 compared to $1.06 for the same period of 2023;
Return on average assets was 1.18% compared to 1.05% for the three months ended December 31, 2023;
Credit loss provision was $2.0 million compared to provision of $2.5 million for the fourth quarter 2023; and
Pre-tax, pre-provision net income was $22.3 million compared to $16.6 million for the same period in 2023.¹

The Corporation further reported results for the year ended December 31, 2024:

Net income was $47.3 million compared to $60.7 million reported for the same period of 2023;
Diluted net income per common share of $4.00 compared to $5.08 for the same period of 2023;
Return on average assets was 0.92% compared to 1.26% for the twelve months ended December 31, 2023;
Credit loss provision was $16.2 million compared to provision of $7.3 million for the twelve months ended December 31, 2023; and
Pre-tax, pre-provision net income was $73.4 million compared to $79.7 million for the same period in 2023.¹

______________________________
¹Non-GAAP financial measure that Management believes is useful for investors and management to understand pre-tax profitability before giving effect to credit loss expense and to provide additional perspective on the Corporation’s performance over time as well as comparison to the Corporation’s peers and evaluating the financial results of the Corporation – please refer to the Non GAAP reconciliations contained in this release.

Average Total Loans

Average total loans for the fourth quarter of 2024 were $3.79 billion versus $3.13 billion for the comparable period in 2023, an increase of $657 million or 20.98%. On a linked quarter basis, average loans increased $84.7 million or 2.29% from $3.71 billion as of September 30, 2024. Increases in average loans year-over-year were mostly a result of the acquisition of SimplyBank on July 1, 2024.

Total Loans Outstanding

Total loans outstanding as of December 31, 2024, were $3.84 billion compared to $3.17 billion as of December 31, 2023, an increase of $669 million or 21.13%. On a linked quarter basis, total loans increased $122 million or 3.28% from $3.72 billion as of September 30, 2024. The year-over-year increase was impacted by the $467 million in loans acquired in the SimplyBank acquisition. Organic growth was primarily driven by increases in Commercial Construction and Development, Commercial Real Estate, and Consumer Auto loans.

Norman D. Lowery, President and Chief Executive Officer, commented “We experienced another sound quarter of loan growth and record net interest income. During the quarter our net interest margin expanded, and we expect continued improvement in coming quarters.”

Average Total Deposits

Average total deposits for the quarter ended December 31, 2024, were $4.76 billion versus $4.05 billion as of December 31, 2023, an increase of $706 million or 17.44%. Increases in average deposits year-over-year were mostly a result of the acquisition of SimplyBank. On a linked quarter basis, average deposits increased $52 million, or 1.10% from $4.71 billion as of September 30, 2024.

Total Deposits

Total deposits were $4.72 billion as of December 31, 2024, compared to $4.09 billion as of December 31, 2023, a $629 million increase, or 15.37%. On a linked quarter basis, total deposits increased $1.4 million, or 0.03%. $622 million in deposits were acquired in the SimplyBank acquisition. Non-interest bearing deposits were $859.0 million, and time deposits were $749.4 million as of December 31, 2024, compared to $750.3 million and $515.7 million, respectively for the same period of 2023.

Shareholders’ Equity

Shareholders’ equity at December 31, 2024, was $549.0 million compared to $528.0 million on December 31, 2023. During the last twelve months, the Corporation has not repurchased any shares of its common stock. 518,860 shares remain available for repurchase under the current repurchase authorization. The Corporation paid a $0.45 per share quarterly dividend in October and declared a $0.51 quarterly dividend, which was paid on January 15, 2025.

Book Value Per Share

Book Value per share was $46.36 as of December 31, 2024, compared to $44.76 as of December 31, 2023, an increase of $1.60 per share, or 3.57%. Tangible Book Value per share was $36.10 as of December 31, 2024, compared to $36.91 as of December 31, 2023.

Tangible Common Equity to Tangible Asset Ratio

The Corporation’s tangible common equity to tangible asset ratio was 7.86% at December 31, 2024, compared to 9.15% at December 31, 2023.

Net Interest Income

Net interest income for the fourth quarter of 2024 was a record $49.6 million, compared to $39.6 million reported for the same period of 2023, an increase of $10.0 million, or 25.29%.

Net Interest Margin

The net interest margin for the quarter ended December 31, 2024, was 3.94% compared to the 3.63% reported at December 31, 2023. On a linked quarterly basis, the net interest margin increased 16 basis points from 3.78% at September 30, 2024.

Nonperforming Loans

Nonperforming loans as of December 31, 2024, were $13.3 million versus $24.6 million as of December 31, 2023. The ratio of nonperforming loans to total loans and leases was 0.35% as of December 31, 2024, versus 0.78% as of December 31, 2023. The decrease in nonperforming loans is due to a commercial relationship that was downgraded in fourth quarter 2023 and subsequently resolved in 2024.

Credit Loss Provision

The provision for credit losses for the three months ended December 31, 2024, was $2.0 million, compared to $2.5 million for the fourth quarter 2023.

Net Charge-Offs

Fourth quarter net charge-offs were $1.4 million compared to $1.8 million in the same period of 2023.

Allowance for Credit Losses

The Corporation’s allowance for credit losses as of December 31, 2024, was $46.7 million compared to $39.8 million as of December 31, 2023. The allowance for credit losses as a percent of total loans was 1.22% as of December 31, 2024, compared to 1.26% as of December 31, 2023. On a linked quarter basis, the allowance for credit losses as a percent of total loans decreased 2 basis points from 1.24% as of September 30, 2024. The Corporation recorded $8.5 million in allowance for the acquisition of SimplyBank, which included $3 million to record purchased credit deteriorated (“PCD”) reserves.

Non-Interest Income

Non-interest income for the three months ended December 31, 2024 and 2023 was $12.2 million and $11.2 million, respectively.

Non-Interest Expense

Non-interest expense for the three months ended December 31, 2024, was $39.8 million compared to $34.2 million in 2023. This includes an overall increase in operating expenses as a result of the acquisition.

Efficiency Ratio

The Corporation’s efficiency ratio was 62.98% for the quarter ending December 31, 2024, versus 65.62% for the same period in 2023.

Income Taxes

Income tax expense for the three months ended December 31, 2024, was $3.8 million versus $1.7 million for the same period in 2023. The effective tax rate for 2024 was 17.28% compared to 16.31% for 2023.

About First Financial Corporation

First Financial Corporation (NASDAQ:THFF) is the holding company for First Financial Bank N.A., which is the fifth oldest national bank in the United States, operating 83 banking centers in Illinois, Indiana, Kentucky, Tennessee, and Georgia. Additional information is available at www.first-online.bank.

Investor Contact:
Rodger A. McHargue
Chief Financial Officer
P: 812-238-6334
E: rmchargue@first-online.com



	Three Months Ended						Year Ended
	December 31,		September 30,		December 31,		December 31,		December 31,
	2024		2024		2023		2024		2023
END OF PERIOD BALANCES
Assets	$	5,560,348	$	5,483,351	$	4,851,146	$	5,560,348	$	4,851,146
Deposits	$	4,718,914	$	4,717,489	$	4,090,068	$	4,718,914	$	4,090,068
Loans, including net deferred loan costs	$	3,837,141	$	3,715,235	$	3,167,821	$	3,837,141	$	3,167,821
Allowance for Credit Losses	$	46,732	$	46,169	$	39,767	$	46,732	$	39,767
Total Equity	$	549,041	$	565,951	$	527,976	$	549,041	$	527,976
Tangible Common Equity ^(a)	$	427,470	$	446,786	$	435,405	$	427,470	$	435,405

AVERAGE BALANCES
Total Assets	$	5,516,036	$	5,483,572	$	4,725,297	$	5,154,320	$	4,802,448
Earning Assets	$	5,196,352	$	5,165,520	$	4,485,766	$	4,871,293	$	4,564,135
Investments	$	1,311,415	$	1,342,037	$	1,279,821	$	1,310,263	$	1,358,661
Loans	$	3,790,515	$	3,705,779	$	3,133,267	$	3,468,534	$	3,111,784
Total Deposits	$	4,757,438	$	4,705,614	$	4,050,968	$	4,405,679	$	4,106,132
Interest-Bearing Deposits	$	3,925,740	$	4,403,454	$	3,291,931	$	3,767,259	$	3,304,816
Interest-Bearing Liabilities	$	134,553	$	157,227	$	206,778	$	166,377	$	199,551
Total Equity	$	556,330	$	546,912	$	463,004	$	535,963	$	486,572

INCOME STATEMENT DATA
Net Interest Income	$	49,602	$	47,170	$	39,590	$	174,986	$	167,262
Net Interest Income Fully Tax Equivalent ^(b)	$	50,985	$	48,630	$	40,942	$	180,586	$	172,716
Provision for Credit Losses	$	2,000	$	9,400	$	2,495	$	16,166	$	7,295
Non-interest Income	$	12,213	$	11,223	$	11,247	$	42,772	$	42,702
Non-interest Expense	$	39,801	$	38,564	$	34,244	$	144,438	$	130,176
Net Income	$	16,241	$	8,741	$	12,420	$	47,275	$	60,672

PER SHARE DATA
Basic and Diluted Net Income Per Common Share	$	1.37	$	0.74	$	1.06	$	4.00	$	5.08
Cash Dividends Declared Per Common Share	$	0.51	$	0.45	$	0.45	$	1.86	$	0.99
Book Value Per Common Share	$	46.36	$	47.93	$	44.76	$	46.36	$	44.76
Tangible Book Value Per Common Share ^(c)	$	36.77	$	36.22	$	31.47	$	36.10	$	36.91
Basic Weighted Average Common Shares Outstanding		11,824		11,808		11,772		11,812		11,937

______________________________
(a)   Tangible common equity is a non-GAAP financial measure derived from GAAP-based amounts. We calculate tangible common equity by excluding goodwill and other intangible assets from shareholder’s equity.
(b)   Net interest income fully tax equivalent is a non-GAAP financial measure derived from GAAP-based amounts. We calculate net interest income fully tax equivalent by adding back the tax equivalent factor of tax exempt income to net interest income. We calculate the tax equivalent factor of tax exempt income by dividing tax exempt income by the net of tax rate of 75%.
(c)   Tangible book value per common share is a non-GAAP financial measure derived from GAAP-based amounts. We calculate the factor by dividing average tangible common equity by average shares outstanding. We calculate average tangible common equity by excluding average intangible assets from average shareholder’s equity.


Key Ratios	Three Months Ended						Year Ended
	December 31,		September 30,		December 31,		December 31,		December 31,
	2024		2024		2023		2024		2023
Return on average assets	1.18	%	0.64	%	1.05	%	0.92	%	1.26	%
Return on average common shareholder’s equity	11.68	%	6.39	%	10.73	%	8.82	%	12.47	%
Efficiency ratio	62.98	%	64.43	%	65.62	%	64.67	%	60.43	%
Average equity to average assets	10.09	%	9.97	%	9.80	%	10.40	%	10.13	%
Net interest margin ^(a)	3.94	%	3.78	%	3.63	%	3.71	%	3.78	%
Net charge-offs to average loans and leases	0.15	%	0.49	%	0.22	%	0.35	%	0.23	%
Credit loss reserve to loans and leases	1.22	%	1.24	%	1.26	%	1.22	%	1.26	%
Credit loss reserve to nonperforming loans	351.37	%	326.65	%	161.94	%	351.37	%	161.94	%
Nonperforming loans to loans and leases	0.35	%	0.38	%	0.78	%	0.35	%	0.78	%
Tier 1 leverage	10.38	%	10.25	%	12.14	%	10.38	%	12.14	%
Risk-based capital – Tier 1	12.43	%	13.63	%	14.76	%	12.43	%	14.76	%

______________________________
(a) Net interest margin is calculated on a tax equivalent basis.


Asset Quality	Three Months Ended						Year Ended
	December 31,		September 30,		December 31,		December 31,		December 31,
	2024		2024		2023		2024		2023
Accruing loans and leases past due 30-89 days	$	22,486	$	16,391	$	20,168	$	22,486	$	20,168
Accruing loans and leases past due 90 days or more	$	1,821	$	1,517	$	960	$	1,821	$	960
Nonaccrual loans and leases	$	11,479	$	12,617	$	23,596	$	11,479	$	23,596
Other real estate owned	$	523	$	169	$	107	$	523	$	107
Nonperforming loans and other real estate owned	$	13,823	$	14,303	$	24,663	$	13,823	$	24,663
Total nonperforming assets	$	16,719	$	17,179	$	27,665	$	16,719	$	27,665
Gross charge-offs	$	3,070	$	6,936	$	3,976	$	19,289	$	15,496
Recoveries	$	1,633	$	2,365	$	2,213	$	7,082	$	8,188
Net charge-offs/(recoveries)	$	1,437	$	4,571	$	1,763	$	12,207	$	7,308


Non-GAAP Reconciliations	Three Months Ended December 31,
	2024		2023
($in thousands, except EPS)
Income before Income Taxes	$	20,014	$	14,098
Provision for credit losses		2,000		2,495
Provision for unfunded commitments		300		—
Pre-tax, Pre-provision Income	$	22,314	$	16,593


Non-GAAP Reconciliations	Year Ended December 31,
	2024		2023
($ in thousands, except EPS)
Income before Income Taxes	$	57,154	$	72,493
Provision for credit losses		16,166		7,295
Provision for unfunded commitments		100		(100	)
Pre-tax, Pre-provision Income	$	73,420	$	79,688


CONSOLIDATED BALANCE SHEETS (Dollar amounts in thousands, except per share data)

	December 31,			December 31,
	2024			2023
	(unaudited)
ASSETS
Cash and due from banks	$	93,526		$	76,759
Federal funds sold		820			282
Securities available-for-sale		1,195,990			1,259,137
Loans:
Commercial		2,196,351			1,817,526
Residential		967,386			695,788
Consumer		668,058			646,758
		3,831,795			3,160,072
(Less) plus:
Net deferred loan costs		5,346			7,749
Allowance for credit losses		(46,732	)		(39,767	)
		3,790,409			3,128,054
Restricted stock		17,555			15,364
Accrued interest receivable		26,934			24,877
Premises and equipment, net		81,508			67,286
Bank-owned life insurance		128,766			114,122
Goodwill		100,026			86,985
Other intangible assets		21,545			5,586
Other real estate owned		523			107
Other assets		102,746			72,587
TOTAL ASSETS	$	5,560,348		$	4,851,146

LIABILITIES AND SHAREHOLDERS’ EQUITY
Deposits:
Non-interest-bearing	$	859,014		$	750,335
Interest-bearing:
Certificates of deposit exceeding the FDIC insurance limits		144,982			92,921
Other interest-bearing deposits		3,714,918			3,246,812
		4,718,914			4,090,068
Short-term borrowings		187,057			67,221
FHLB advances		28,120			108,577
Other liabilities		77,216			57,304
TOTAL LIABILITIES		5,011,307			4,323,170

Shareholders’ equity
Common stock, $.125 stated value per share;
Authorized shares-40,000,000
Issued shares-16,165,023 in 2024 and 16,137,220 in 2023
Outstanding shares-11,842,539 in 2024 and 11,795,024 in 2023		2,018			2,014
Additional paid-in capital		145,927			144,152
Retained earnings		687,366			663,726
Accumulated other comprehensive income/(loss)		(132,285	)		(127,087	)
Less: Treasury shares at cost-4,322,484 in 2024 and 4,342,196 in 2023		(153,985	)		(154,829	)
TOTAL SHAREHOLDERS’ EQUITY		549,041			527,976
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	5,560,348		$	4,851,146


CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (Dollar amounts in thousands, except per share data)

	Year Ended
	December 31,
	2024			2023			2022
	(unaudited)
INTEREST INCOME:
Loans, including related fees	$	226,262		$	189,641		$	146,295
Securities:
Taxable		24,237			24,643			21,014
Tax-exempt		10,533			10,573			9,974
Other		3,710			3,540			6,018
TOTAL INTEREST INCOME		264,742			228,397			183,301
INTEREST EXPENSE:
Deposits		81,071			51,694			16,743
Short-term borrowings		4,284			5,370			1,243
Other borrowings		4,401			4,071			273
TOTAL INTEREST EXPENSE		89,756			61,135			18,259
NET INTEREST INCOME		174,986			167,262			165,042
Provision for credit losses		16,166			7,295			(2,025	)
NET INTEREST INCOME AFTER PROVISION
FOR LOAN LOSSES		158,820			159,967			167,067
NON-INTEREST INCOME:
Trust and financial services		5,468			5,155			5,155
Service charges and fees on deposit accounts		29,653			28,079			27,540
Other service charges and fees		999			801			665
Securities gains (losses), net		103			(1	)		3
Interchange income		655			676			559
Loan servicing fees		1,259			1,176			1,554
Gain on sales of mortgage loans		1,153			966			1,994
Other		3,482			5,850			9,246
TOTAL NON-INTEREST INCOME		42,772			42,702			46,716
NON-INTEREST EXPENSE:
Salaries and employee benefits		74,555			68,525			65,555
Occupancy expense		9,616			9,351			9,764
Equipment expense		17,612			14,020			12,391
FDIC Expense		2,788			2,907			2,327
Other		39,867			35,373			35,986
TOTAL NON-INTEREST EXPENSE		144,438			130,176			126,023
INCOME BEFORE INCOME TAXES		57,154			72,493			87,760
Provision for income taxes		9,879			11,821			16,651
NET INCOME		47,275			60,672			71,109
OTHER COMPREHENSIVE INCOME (LOSS)
Change in unrealized gains/(losses) on securities, net of reclassifications and taxes		(9,807	)		10,896			(144,570	)
Change in funded status of post retirement benefits, net of taxes		4,609			1,991			7,022
COMPREHENSIVE INCOME (LOSS)	$	42,077		$	73,559		$	(66,439	)
PER SHARE DATA
Basic and Diluted Earnings per Share	$	4.00		$	5.08		$	5.82
Weighted average number of shares outstanding (in thousands)		11,812			11,937			12,211

The MIL Network –

February 5, 2025

MIL-OSI Australia: Inskip crocodile sighting

Source: Government of Queensland

Issued: 3 Feb 2025

Open larger image

Crocodile sighting near Sarawak camping area at Inskip Point

Wildlife officers are investigating after an estimated two-metre crocodile was seen on the beach in front of the Sarawak camping area at Inskip Point, near Rainbow Beach.

On 3 February 2025, a ranger from the Department of the Environment, Tourism, Science observed the crocodile on the beach, and watched it flee into the ocean.

The ranger took photos of the crocodile’s body imprint on the sand, it’s claw marks and marks made by its sliding tail.

Senior wildlife officer, Joshua Morris said the animal is likely to be the same crocodile recently videoed on Coonarr Beach, near Bundaberg.

“Rangers will be notifying people in camping areas in the Inskip Point region and wildlife officers will install recent crocodile sight warning signs,” Mr Morris said.

“People in the area are urged to be vigilant around the water, keep their children close and use an esky or similar as a barrier while fishing.

“As part of our investigation, we will conduct ground patrols, vessel-based searches and use drones to check the surrounding coastline.

“We are asking people in the Rainbow Beach region, including boaties, to make a sighting report if they see what they believe to be a crocodile.

“Each sighting report is important and provides us with information about the location and behaviour of crocodiles.

“Under the Queensland Crocodile Management Plan, Rainbow Beach is atypical crocodile habitat, and we will target this crocodile for removal from the wild if it is located.

“We can reassure the public that this crocodile is considered to be a vagrant animal that has moved into the area from up north, and this sighting does not mean the crocodile population is extending south.”

In 2013 and 2014, two large crocodiles were removed from the Mary River. They remain the last estuarine crocodiles confirmed outside of Croc Country near the southern end of their range.

Crocodile sightings can be reported by using the QWildlife app, completing a crocodile sighting report on the DETSI website, or by calling 1300 130 372. The department investigates every crocodile sighting report received.

MIL OSI News –

February 5, 2025

MIL-OSI: Morris State Bancshares Announces Solid Earnings in 2024, Declares Special Dividend, and Increases Quarterly Dividend

Source: GlobeNewswire (MIL-OSI)

DUBLIN, Ga., Feb. 04, 2025 (GLOBE NEWSWIRE) — Morris State Bancshares, Inc. (OTCQX: MBLU) (the “Company”), the parent of Morris Bank (the “Bank”), today reported its financial results for the quarter and year ended December 31, 2024. Year over year and quarter by quarter comparisons are included herewith.

On January 29, 2025, the Company’s Board of Directors announced a 30.43% increase in its quarterly cash dividend, raising it to $0.12 per common share—an increase of $0.028 per share over the quarterly dividend of $0.092 paid in each of the prior quarters last year¹. This dividend will be payable on or about March 14, 2025, to all shareholders of record as of February 15, 2025. In addition to this increase, the Board also approved a one-time special dividend of $0.15 per common share. This special dividend will be payable on or about March 21, 2025, to all shareholders of record as of February 15, 2025.

“We are extremely pleased with the Company’s strong financial performance in 2024, achieving net earnings of $21.8 million. As the Federal Reserve pivoted during the year and decreased interest rates for the first time since March of 2020, our team effectively managed our net interest margin, closing the year at 4.06%—an increase of 8 basis points from the prior year end,” said Spence Mullis, Chairman and CEO. “At the bank level, we achieved a 1.68% return on average assets and a 12.74% return on average equity, closing the year with a leverage ratio of 12.84%, placing us in the top 10% of our FDIC peer group* in terms of capital strength. As mentioned in our third-quarter earnings release, given our strong capital position at both the bank and holding company and solid cash position at the holding company, we have the ability and plan to retire the remaining $15.0 million in subordinated debt when the window for retirement opens in July 2025. With our robust capital levels and strong earnings performance, we are well-positioned to capitalize on strategic opportunities and drive continued organic growth within our existing footprint while continuing to grow value for our shareholders through earnings and dividends.”

Following is a summary of the quarterly and annual highlights:

Fourth Quarter 2024 Highlights

Net income for the fourth quarter of 2024 was $6.1 million, compared to $5.4 million for the third quarter of 2024 and $5.9 million for the fourth quarter of 2023.
Diluted earnings per share for the fourth quarter of 2024 was $0.52, compared to $0.51 for the third quarter of 2024 and $0.56 for the fourth quarter of 2023.
Earnings before taxes for the fourth quarter of 2024 was $6.6 million, compared to $5.7 million for the third quarter of 2024 and $5.5 million for the fourth quarter of 2023.
Net loans in the fourth quarter of 2024 totaled $1.10 billion, versus $1.05 billion in the third quarter of 2024 and $1.06 billion at year end 2023.
Average cost of funds for the fourth quarter of 2024 was 206 basis points, compared to 218 basis points for the third quarter of 2024 and 192 basis points for the fourth quarter of 2023.
Return on average assets (annualized) at the bank level for the fourth quarter of 2024 was 1.79%, compared to 1.65% for the third quarter of 2024 and 1.84% for the fourth quarter of 2023.

Full Year 2024 Highlights

Total assets remained level at $1.49 billion at December 31, 2024, compared to $1.44 billion at December 31, 2023.
Earnings before income taxes totaled $23.0 million at December 31, 2024 compared to $21.5 million at December 31, 2023.
Full year net income of $21.8 million in 2024, compared to $19.3 million in 2023.
Return on average assets at the bank level of 1.68% for the full year 2024, compared to 1.55% for 2023.
Diluted earnings per share of $2.72 in 2024, compared to $1.83 in 2023.
Total shareholders’ equity increased 9.81% or $17.5 million to $195.6 million at December 31, 2024, compared to $178.1 million at December 31, 2023.
Tangible book value per share of $17.45 at December 31, 2024, compared to $15.79 at December 31, 2023.
Net loans grew $52.1 million, or 4.96%, during 2024.
The Bank’s asset quality remains solid, ending the year with nonperforming assets to total loans and other real estate of 0.41%, past due and nonaccrual loans of 0.72% and net charge offs to average loans of 0.04% for 2024.
Bank-level efficiency ratio net of tax credit amortization expense was 53.30% in 2024, compared to 52.99% in 2023.

*as defined in the FDIC’s Uniform Bank Performance Report

Forward-looking Statements

Certain statements contained in this release may not be based on historical facts and are forward-looking statements. These forward-looking statements may be identified by their reference to a future period or periods or by the use of forward-looking terminology such as “anticipate,” “believe,” “estimate,” “expect,” “may,” “might,” “plan,” “will,” “would,” “could” or “intend.” We caution you not to place undue reliance on the forward-looking statements contained in this news release, in that actual results could differ materially from those indicated in such forward-looking statements as a result of a variety of factors, including, among others, the business and economic conditions; risks related to the integration of acquired businesses and any future acquisitions; changes in management personnel; interest rate risk; ability to execute on planned expansion and organic growth; credit risk and concentrations associated with the Company’s loan portfolio; asset quality and loan charge-offs; inaccuracy of the assumptions and estimates management of the Company makes in establishing reserves for probable loan losses and other estimates; lack of liquidity; impairment of investment securities, goodwill or other intangible assets; the Company’s risk management strategies; increased competition; system failures or failures to prevent breaches of our network security; changes in federal tax law or policy; the impact of recent and future legislative and regulatory changes; and increases in capital requirements. We undertake no obligation to update these forward-looking statements to reflect events or circumstances that occur after the date of this news release.

¹ Per share amounts for March 31, 2024 and previous quarters have been adjusted to reflect the April 22, 2024 4-for-1 stock dividend.

MORRIS STATE BANCSHARES, INC.
AND SUBSIDIARIES

Consolidated Balance Sheets
December 31, 2024 and 2023


		December 31,			December 31,
			2024			2023		Change			% Change
		(Unaudited)			(Unaudited)
	ASSETS

	Cash and due from banks	$	53,898,138		$	51,060,389		$	2,837,749		5.56	%
	Federal funds sold		42,064,131			17,268,446			24,795,685		143.59	%
	Total cash and cash equivalents		95,962,269			68,328,835			27,633,434		40.44	%

	Interest-bearing time deposits in other banks		100,000			100,000			—		0.00	%
	Securities available for sale, at fair value		9,726,716			7,875,780			1,850,936		0.00	%
	Securities held to maturity, at cost		215,836,502			240,205,635			(24,369,133	)	-10.15	%
	Federal Home Loan Bank stock, restricted, at cost		1,032,800			1,029,600			3,200		0.31	%

	Loans, net of unearned income		1,116,074,659			1,063,772,222			52,302,437		4.92	%
	Less-allowance for loan losses		(14,488,525	)		(14,291,923	)		(196,602	)	1.38	%
	Loans, net		1,101,586,134			1,049,480,299			52,105,835		4.96	%

	Bank premises and equipment, net		12,780,014			13,188,353			(408,339	)	-3.10	%
	ROU assets for operating lease, net		776,979			1,126,156			(349,177	)	-31.01	%
	Goodwill		9,361,704			9,361,704			—		0.00	%
	Intangible assets, net		1,338,964			1,679,989			(341,025	)	-20.30	%
	Other real estate and foreclosed assets		21,898			3,611,235			(3,589,337	)	-99.39	%
	Accrued interest receivable		7,278,258			6,424,090			854,168		13.30	%
	Cash surrender value of life insurance		15,128,762			14,711,623			417,139		2.84	%
	Other assets		22,674,658			25,321,092			(2,646,434	)	-10.45	%
	Total Assets	$	1,493,605,658		$	1,442,444,391		$	51,161,267		3.55	%


	LIABILITIES AND SHAREHOLDERS’ EQUITY

	Deposits:
	Non-interest bearing	$	325,534,335		$	316,224,444		$	9,309,891		2.94	%
	Interest bearing		939,354,005			909,976,336			29,377,669		3.23	%
			1,264,888,340			1,226,200,780			38,687,560		3.16	%

	Other borrowed funds		19,019,372			27,151,283			(8,131,911	)	-29.95	%
	Lease liability for operating lease		776,979			1,126,156			(349,177	)	-31.01	%
	Accrued interest payable		2,111,093			1,059,226			1,051,867		99.31	%
	Accrued expenses and other liabilities		11,206,717			8,773,430			2,433,287		27.73	%

	Total liabilities		1,298,002,501			1,264,310,875			33,691,626		2.66	%

	Shareholders’ Equity:
	Common stock		10,688,723			10,645,508			43,215		0.41	%
	Paid in capital surplus		34,936,059			33,711,561			1,224,498		3.63	%
	Retained earnings		130,111,050			115,232,196			14,878,854		12.91	%
	Current year earnings		21,804,345			19,332,489			2,471,856		12.79	%
	Accumulated other comprehensive income (loss)		1,422,709			1,968,846			(546,137	)	-27.74	%
	Treasury Stock, at cost 95,498 shares		(3,359,729	)		(2,757,084	)		(602,645	)	21.86	%
	Total shareholders’ equity		195,603,157			178,133,516			17,469,641		9.81	%

	Total Liabilities and Shareholders’ Equity	$	1,493,605,658		$	1,442,444,391			51,161,267		3.55	%

MORRIS STATE BANCSHARES, INC.
AND SUBSIDIARIES

Consolidated Statements of Income
For the Years Ended December 31, 2024 and 2023


		December 31,		December 31,
			2024		2023	Change			% Change
		(Unaudited)		(Unaudited)
	Interest and Dividend Income:
	Interest and fees on loans	$	72,453,630	$	62,157,217	$	10,296,413		16.57	%
	Interest income on securities		7,368,157		8,196,152		(827,995	)	-10.10	%
	Income on federal funds sold		851,717		627,235		224,482		35.79	%
	Income on time deposits held in other banks		1,699,224		1,214,072		485,152		39.96	%
	Other interest and dividend income		183,239		255,689		(72,450	)	-28.34	%
	Total interest and dividend income		82,555,967		72,450,365		10,105,602		13.95	%

	Interest Expense:
	Deposits		25,981,731		18,599,664		7,382,067		39.69	%
	Interest on other borrowed funds		1,548,980		2,148,019		(599,039	)	-27.89	%
	Interest on federal funds purchased		296		842		(546	)	-64.85	%
	Total interest expense		27,531,007		20,748,525		6,782,482		32.69	%

	Net interest income before provision for loan losses		55,024,960		51,701,840		3,323,120		6.43	%
	Less-provision for loan losses		556,913		450,475		106,438		23.63	%
	Net interest income after provision for loan losses		54,468,047		51,251,365		3,216,682		6.28	%

	Noninterest Income:
	Service charges on deposit accounts		2,164,988		2,143,550		21,438		1.00	%
	Other service charges, commissions and fees		1,553,493		1,589,747		(36,254	)	-2.28	%
	Gain on sales of foreclosed assets		—		—		—		0.00	%
	Gain on sales and calls of securities		182		—		182		0.00	%
	Gain on sale of loans		—		—		—		—
	Increase in CSV of life insurance		417,139		378,079		39,060		10.33	%
	Other income		644,868		606,754		38,114		6.28	%
	Total noninterest income		4,780,670		4,718,130		62,540		1.33	%

	Noninterest Expense:
	Salaries and employee benefits		19,050,416		17,414,685		1,635,731		9.39	%
	Occupancy and equipment expenses, net		2,223,832		2,250,663		(26,831	)	-1.19	%
	(Gain) Loss on sales of foreclosed assets and other real estate		9,681		321,783		(312,102	)	0.00	%
	Loss on sales of premises and equipment		—		54,269		(54,269	)	-100.00	%
	Tax credit amortization expense		2,920,825		2,733,248		187,577		6.86	%
	Other expenses		12,040,179		11,713,425		326,754		2.79	%
	Total noninterest expense		36,244,933		34,488,073		1,756,860		5.09	%

	Income Before Income Taxes		23,003,784		21,481,422		1,522,362		7.09	%
	Provision for income taxes		1,199,439		2,148,933		(949,494	)	-44.18	%

	Net Income	$	21,804,345	$	19,332,489		2,471,856		12.79	%


	Earnings per common share:
	Basic	$	2.72	$	1.83		0.89		48.63	%
	Diluted	$	2.72	$	1.83		0.89		48.63	%


	Per share amounts for December 31, 2023 has been adjusted to reflect the April 22, 2024 4-for-1 stock dividend.

MORRIS STATE BANCSHARES, INC.
AND SUBSIDIARIES

Selected Financial Information


		Year Ending						Quarter Ended
		December 31,			December 31,				December 31,			September 30,			June 30,			March 31,			December 31,
			2024			2023				2024			2024			2024			2024			2023
	(Dollars in thousand, except per share data)	(Unaudited)			(Unaudited)				(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)

	Per Share Data
	Basic Earnings per Common Share	$	2.72		$	1.83			$	0.52		$	0.51		$	0.50		$	0.46		$	0.56
	Diluted Earnings per Common Share		2.72			1.83				0.52			0.51			0.50			0.46			0.56
	Dividends per Common Share		0.368			0.352				0.092			0.092			0.092			0.092			0.088
	Book Value per Common Share		18.46			16.84				18.46			17.99			17.56			17.20			16.84
	Tangible Book Value per Common Share		17.45			15.79				17.45			16.97			16.53			16.17			15.79


	Average Diluted Shares Outstanding		10,603,218			10,582,377				10,596,432			10,602,348			10,611,811			10,582,377			10,582,820
	End of Period Common Shares Outstanding		10,593,225			10,582,219				10,593,225			10,596,345			10,605,080			10,582,218			10,581,052

	Selected Balance Sheet Data (Bank Only)
	Net Loans	$	1,101,586		$	1,049,480			$	1,101,586		$	1,048,418		$	1,023,367		$	1,040,412		$	1,063,772
	Non-Interest Bearing Deposits		347,929			315,953				347,929			336,698			339,177			346,232			339,785
	Interest Bearing Demand Deposits		260,371			286,112				260,371			249,649			243,744			260,624			270,473
	Savings & Money Market Deposits		402,641			393,139				402,641			401,234			422,048			441,911			444,170
	Time Deposits		276,898			231,692				276,898			211,590			193,110			175,534			161,933

	Earnings Summary
	Net Interest Income		55,025			51,701				14,496			13,998			13,569			12,963			12,934
	Provision for Credit Losses		557			450				28			252			272			5			242
	Non-Interest Income		4,781			4,718				1,076			1,106			1,392			1,208			1,098
	Non-Interest Expense		36,245			34,488				8,934			9,142			9,047			9,123			8,275
	Earnings before Taxes		23,004			21,481				6,610			5,710			5,641			5,043			5,515
	Income Taxes		1,199			2,149				465			263			319			152			(416	)
	Net Income		21,804			19,332				6,144			5,447			5,322			4,891			5,931

	Annualized Performance Ratios (Bank Only)
	Return on Average Assets		1.68	%		1.55	%			1.79	%		1.65	%		1.73	%		1.55	%		1.84	%
	Return on Average Equity		12.74	%		12.25	%			13.69	%		12.37	%		13.12	%		11.74	%		14.11	%
	Equity/Assets		12.84	%		13.07	%			12.84	%		13.23	%		13.18	%		13.09	%		13.07	%
	Cost of Funds		2.12	%		1.57	%			2.06	%		2.18	%		2.16	%		2.09	%		1.92	%
	Net Interest Margin		4.06	%		3.98	%			4.17	%		4.10	%		4.02	%		3.95	%		3.97	%
	Efficiency Ratio		58.27	%		57.51	%			54.21	%		58.90	%		58.36	%		61.92	%		55.17	%
	Efficiency Ratio Net of Tax Credit Amortization Expense		53.30	%		52.99	%			49.45	%		53.96	%		53.40	%		56.68	%		50.90	%
	Nonperforming Assets to Total Loans and Other Real Estate		0.41	%		0.58	%			0.41	%		0.46	%		0.39	%		0.28	%		0.58	%
	Past Due and Nonaccural Loans Ratio		0.72	%		0.65	%			0.72	%		1.01	%		0.68	%		0.73	%		0.65	%
	Net Chargeoffs to Average Loans		0.04	%		0.01	%			0.01	%		0.03	%		0.02	%		0.00	%		0.33	%


	Shares outstanding and per share amounts for March 31, 2024 and prior quarters have been adjusted to reflect the April 22, 2024 4-for-1 stock dividend.

The MIL Network –

February 5, 2025

MIL-OSI: Oaktree Specialty Lending Corporation Announces First Fiscal Quarter 2025 Financial Results

Source: GlobeNewswire (MIL-OSI)

LOS ANGELES, Feb. 04, 2025 (GLOBE NEWSWIRE) — Oaktree Specialty Lending Corporation (NASDAQ: OCSL) (“Oaktree Specialty Lending” or the “Company”), a specialty finance company, today announced its financial results for the fiscal quarter ended December 31, 2024.

Financial Highlights for the Quarter Ended December 31, 2024

Oaktree Capital I, L.P. purchased $100.0 million of shares of OCSL common stock on February 3, 2025 at the Company’s net asset value as of January 31, 2025, which was $17.63 per share and represented a 10% premium to the closing stock price and resulted in a nearly 7% increase to NAV. The equity raise will help grow OCSL’s asset base and further diversify the portfolio.

Implemented total return hurdle resulting in waived Part I incentive fees of $6.4 million for the quarter ended December 31, 2024. In connection with the institution of this incentive fee cap, the calculation of the Part I incentive fee will consider capital gains and losses when determining Part I incentive fees payable. This new arrangement includes a lookback provision that commences effective October 1, 2024, and will build over time to a rolling 12 quarter lookback by the Company’s 2027 fiscal year-end.

Total investment income was $86.6 million ($1.05 per share) for the first fiscal quarter of 2025, as compared with $94.7 million ($1.15 per share) for the fourth fiscal quarter of 2024. Adjusted total investment income was $87.1 million ($1.06 per share) for the first fiscal quarter, as compared with $95.0 million ($1.16 per share) for the fourth fiscal quarter of 2024. The decrease was driven by (i) lower interest income, which was attributable to decreases in reference rates, the impact of certain investments that were placed on non-accrual status, a smaller investment portfolio and lower original issue discount (“OID”) acceleration from investment repayments, (ii) lower fee income from a decrease in prepayment fees and (iii) lower dividend income from the Company’s investment in Senior Loan Fund JV I, LLC (“SLF JV I”).

GAAP net investment income was $44.3 million ($0.54 per share) for the first fiscal quarter of 2025, as compared with $44.9 million ($0.55 per share) for the fourth fiscal quarter of 2024. The decrease for the quarter was primarily driven by lower total investment income and higher operating expenses, partially offset by lower interest expense and lower management and income-based (“Part I”) incentive fees (net of fees waived).

Adjusted net investment income was $44.7 million ($0.54 per share) for the first fiscal quarter of 2025, as compared with $45.2 million ($0.55 per share) for the fourth fiscal quarter of 2024. The decrease for the quarter was primarily driven by lower adjusted total investment income and higher operating expenses, partially offset by lower interest expense and lower management and Part I incentive fees (net of fees waived).

Net asset value (“NAV”) per share was $17.63 as of December 31, 2024, down as compared with $18.09 as of September 30, 2024. The decline from September 30, 2024 primarily reflected losses on certain debt and equity investments.

Originated $198.1 million of new investment commitments and received $352.4 million of proceeds from prepayments, exits, other paydowns and sales during the quarter ended December 31, 2024. The weighted average yield on new debt investments was 9.6%.

Total debt outstanding was $1,610.0 million as of December 31, 2024. The total debt to equity ratio was 1.11x, and the net debt to equity ratio was 1.03x, after adjusting for cash and cash equivalents.

Liquidity as of December 31, 2024 was composed of $112.9 million of unrestricted cash and cash equivalents and $957.5 million of undrawn capacity under the Company’s credit facilities (subject to borrowing base and other limitations). Unfunded investment commitments were $302.3 million, or $275.2 million excluding unfunded commitments to the Company’s joint ventures. Of the $275.2 million, approximately $243.7 million can be drawn immediately with the remaining amount subject to certain milestones that must be met by portfolio companies or other restrictions.

A quarterly and supplemental cash distribution was declared of $0.40 per share and $0.07 per share, respectively, payable in cash on March 31, 2025 to stockholders of record on March 17, 2025. The modification to the dividend policy introduces a stable base dividend, which is anticipated to be sustainable across market cycles, amid fluctuations in rates and spreads.

Armen Panossian, Chief Executive Officer and Co-Chief Investment Officer said, “We had several positive outcomes within the portfolio, but continued to face challenges with several names. We remain focused on our underperforming borrowers, working through each situation to identify the appropriate course of action.”

“We remain committed to our shareholders and growing our business. As part of that process, Oaktree has purchased $100 million of shares at NAV. And, in addition to the permanent fee reduction announced last year and additional support provided via voluntary fee waivers, starting with the quarter ending December 31, 2024, we have instituted a cap in the calculation of our Part I Incentive Fee to consider capital gains and losses, which will build up over time and look back to 12 quarters by our 2027 fiscal year-end. We believe these actions further demonstrate our ongoing commitment to our shareholders while providing the capital to execute on our long-term initiatives.”

Distribution Declaration

The Board of Directors declared a quarterly distribution of $0.40 per share, payable in cash on March 31, 2025 to stockholders of record on March 17, 2025. The Board of Directors also declared a supplemental distribution of $0.07 per share, payable in cash on March 31, 2025 to stockholders of record on March 17, 2025. For the quarter ended December 31, 2024 and going forward, in addition to a quarterly base dividend of $0.40 per share, the Company’s Board of Directors expects to declare, when applicable, a quarterly supplemental dividend in an amount to be determined each quarter.

Distributions are paid primarily from distributable (taxable) income. To the extent taxable earnings for a fiscal taxable year fall below the total amount of distributions for that fiscal year, a portion of those distributions may be deemed a return of capital to the Company’s stockholders.

Results of Operations

	For the three months ended
($ in thousands, except per share data)	December 31, 2024 (unaudited)			September 30, 2024 (unaudited)			December 31, 2023 (unaudited)
GAAP operating results:
Interest income	$	78,422		$	83,626		$	91,414
PIK interest income		5,728			6,018			3,849
Fee income		1,679			3,897			1,307
Dividend income		818			1,144			1,415
Total investment income		86,647			94,685			97,985
Net expenses		42,082			49,764			53,796
Net investment income before taxes		44,565			44,921			44,189
(Provision) benefit for taxes on net investment income		(263	)		—			—
Net investment income		44,302			44,921			44,189
Net realized and unrealized gains (losses), net of taxes		(37,063	)		(8,008	)		(33,654	)
Net increase (decrease) in net assets resulting from operations	$	7,239		$	36,913		$	10,535
Total investment income per common share	$	1.05		$	1.15		$	1.26
Net investment income per common share	$	0.54		$	0.55		$	0.57
Net realized and unrealized gains (losses), net of taxes per common share	$	(0.45	)	$	(0.10	)	$	(0.43	)
Earnings (loss) per common share — basic and diluted	$	0.09		$	0.45		$	0.14
Non-GAAP Financial Measures¹:
Adjusted total investment income	$	87,070		$	95,000		$	98,014
Adjusted net investment income	$	44,725		$	45,236		$	44,218
Adjusted net realized and unrealized gains (losses), net of taxes	$	(37,124	)	$	(8,322	)	$	(32,858	)
Adjusted earnings (loss)	$	7,601		$	36,914		$	11,360
Adjusted total investment income per share	$	1.06		$	1.16		$	1.26
Adjusted net investment income per share	$	0.54		$	0.55		$	0.57
Adjusted net realized and unrealized gains (losses), net of taxes per share	$	(0.45	)	$	(0.10	)	$	(0.42	)
Adjusted earnings (loss) per share	$	0.09		$	0.45		$	0.15

______________________
¹ See Non-GAAP Financial Measures below for a description of the non-GAAP measures and the reconciliations from the most comparable GAAP financial measures to the Company’s non-GAAP measures, including on a per share basis. The Company’s management uses these non-GAAP financial measures internally to analyze and evaluate financial results and performance and believes that these non-GAAP financial measures are useful to investors as an additional tool to evaluate ongoing results and trends for the Company and to review the Company’s performance without giving effect to non-cash income/gain/loss resulting from the merger of Oaktree Strategic Income Corporation (“OCSI”) with and into the Company in March 2021 (the “OCSI Merger”) and the merger of Oaktree Strategic Income II, Inc. (“OSI2”) with and into the Company in January 2023 (the “OSI2 Merger”) and, in the case of adjusted net investment income, without giving effect to capital gains incentive fees. The presentation of non-GAAP measures is not intended to be a substitute for financial results prepared in accordance with GAAP and should not be considered in isolation.


	As of
($ in thousands, except per share data and ratios)	December 31, 2024 (unaudited)		September 30, 2024		December 31, 2023 (unaudited)
Select balance sheet and other data:
Cash and cash equivalents	$	112,913	$	63,966	$	112,369
Investment portfolio at fair value		2,835,294		3,021,279		3,018,552
Total debt outstanding (net of unamortized financing costs)		1,577,795		1,638,693		1,622,717
Net assets		1,449,815		1,487,811		1,511,651
Net asset value per share		17.63		18.09		19.14
Total debt to equity ratio		1.11x	1.12x			1.10x
Net debt to equity ratio		1.03x	1.07x			1.02x

Adjusted total investment income for the quarter ended December 31, 2024 was $87.1 million and included $78.9 million of interest income from portfolio investments, $5.7 million of payment-in-kind (“PIK”) interest income, $1.7 million of fee income and $0.8 million of dividend income. The $7.9 million quarterly decline in adjusted total investment income was primarily due to a $5.4 million decrease in interest income, which resulted from a decreases in reference rates, the impact of certain investments that were placed on non-accrual status, a smaller investment portfolio and lower OID acceleration from investment repayments. Additionally, there was a $2.2 million decrease in fee income driven by lower prepayment fees and a $0.3 million reduction in dividend income from the Company’s investment in SLF JV I.

Net expenses for the quarter ended December 31, 2024 totaled $42.1 million, down $7.7 million from the quarter ended September 30, 2024. The decrease for the quarter was primarily driven by $6.2 million of lower Part I incentive fees (net of fees waived) and $1.5 million of lower interest expense due to lower reference rates on the Company’s floating rate liabilities.

Adjusted net investment income was $44.7 million ($0.54 per share) for the quarter ended December 31, 2024, which was down from $45.2 million ($0.55 per share) for the quarter ended September 30, 2024. The decline of $0.5 million primarily reflected $7.9 million of lower adjusted total investment income and an increase in income tax expense of $0.3 million, partially offset by $7.7 million of lower net expenses.

Adjusted net realized and unrealized losses, net of taxes, were $37.1 million for the quarter ended December 31, 2024, primarily reflecting realized and unrealized losses on certain debt and equity investments.

Portfolio and Investment Activity

	As of
($ in thousands)	December 31, 2024 (unaudited)			September 30, 2024 (unaudited)			December 31, 2023 (unaudited)
Investments at fair value	$	2,835,294		$	3,021,279		$	3,018,552
Number of portfolio companies		136			144			146
Average portfolio company debt size	$	22,000		$	22,000		$	20,200

Asset class:
First lien debt		81.8	%		81.7	%		77.9	%
Second lien debt		3.0	%		3.5	%		8.4	%
Unsecured debt		3.9	%		3.6	%		2.5	%
Equity		4.8	%		5.0	%		4.8	%
JV interests		6.5	%		6.1	%		6.4	%

Non-accrual debt investments:
Non-accrual investments at fair value	$	105,326		$	114,292		$	120,713
Non-accrual investments at cost		138,703			140,748			174,897
Non-accrual investments as a percentage of debt investments at fair value		3.9	%		4.0	%		4.2	%
Non-accrual investments as a percentage of debt investments at cost		5.1	%		4.9	%		5.9	%
Number of investments on non-accrual		9			9			7

Interest rate type:
Percentage floating-rate		87.6	%		88.4	%		84.3	%
Percentage fixed-rate		12.4	%		11.6	%		15.7	%

Yields:
Weighted average yield on debt investments¹		10.7	%		11.2	%		12.2	%
Cash component of weighted average yield on debt investments		9.5	%		10.0	%		11.1	%
Weighted average yield on total portfolio investments²		10.2	%		10.7	%		11.7	%

Investment activity:
New investment commitments	$	198,100		$	259,000		$	370,300
New funded investment activity³	$	201,300		$	232,700		$	367,600
Proceeds from prepayments, exits, other paydowns and sales	$	352,400		$	338,300		$	213,500
Net new investments⁴	$	(151,100	)	$	(105,600	)	$	154,100
Number of new investment commitments in new portfolio companies		5			9			14
Number of new investment commitments in existing portfolio companies		8			10			10
Number of portfolio company exits		13			23			10

______________________
¹ Annual stated yield earned plus net annual amortization of OID or premium earned on accruing investments, including the Company’s share of the return on debt investments in SLF JV I and Glick JV, and excluding any amortization or accretion of interest income resulting solely from the cost basis established by ASC 805 (see Non-GAAP Financial Measures below) for the assets acquired in connection with the OCSI Merger and OSI2 Merger.
² Annual stated yield earned plus net annual amortization of OID or premium earned on accruing investments and dividend income, including the Company’s share of the return on debt investments in SLF JV I and Glick JV, and excluding any amortization or accretion of interest income resulting solely from the cost basis established by ASC 805 for the assets acquired in connection with the OCSI Merger and OSI2 Merger.
³ New funded investment activity includes drawdowns on existing revolver and delayed draw term loan commitments.
⁴ Net new investments consists of new funded investment activity less proceeds from prepayments, exits, other paydowns and sales.

As of December 31, 2024, the fair value of the investment portfolio was $2.8 billion and was composed of investments in 136 companies. These included debt investments in 114 companies, equity investments in 42 companies, and the Company’s joint venture investments in SLF JV I and OCSI Glick JV LLC (“Glick JV”). 22 of the equity investments were in companies in which the Company also had a debt investment.

As of December 31, 2024, 94.4% of the Company’s portfolio at fair value consisted of debt investments, including 81.8% of first lien loans, 3.0% of second lien loans and 9.6% of unsecured debt investments, including the debt investments in SLF JV I and Glick JV. This compared to 81.7% of first lien loans, 3.5% of second lien loans and 9.0% of unsecured debt investments, including the debt investments in SLF JV I and Glick JV, as of September 30, 2024.

As of December 31, 2024, there were nine investments on non-accrual status, which represented 5.1% and 3.9% of the debt portfolio at cost and fair value, respectively. As of September 30, 2024, there were nine investments on non-accrual status, which represented 4.9% and 4.0% of the debt portfolio at cost and fair value, respectively.

SLF JV I

The Company’s investments in SLF JV I totaled $135.4 million at fair value as of December 31, 2024, up 0.1% from $135.2 million as of September 30, 2024.

As of December 31, 2024, SLF JV I had $344.9 million in assets, including senior secured loans to 42 portfolio companies. This compared to $375.8 million in assets, including senior secured loans to 48 portfolio companies, as of September 30, 2024. SLF JV I generated cash interest income of $3.4 million for the Company during the quarter ended December 31, 2024, down from $3.6 million in the prior quarter. In addition, SLF JV I generated dividend income of $0.7 million for the Company during the quarter ended December 31, 2024, down from $1.1 million in the prior quarter. As of December 31, 2024, SLF JV I had $95.0 million of undrawn capacity (subject to borrowing base and other limitations) on its $270 million senior revolving credit facility, and its debt to equity ratio was 1.1x.

Glick JV

The Company’s investments in Glick JV totaled $49.6 million at fair value as of December 31, 2024, up 1.4% from $48.9 million as of September 30, 2024. The increase was primarily driven by Glick JV’s use of leverage and unrealized appreciation in the underlying investment portfolio.

As of December 31, 2024, Glick JV had $127.9 million in assets, including senior secured loans to 39 portfolio companies. This compared to $145.0 million in assets, including senior secured loans to 44 portfolio companies, as of September 30, 2024. Glick JV generated cash interest income of $1.4 million for the Company during the quarter ended December 31, 2024, down from $1.5 million in the prior quarter. As of December 31, 2024, Glick JV had $31.0 million of undrawn capacity (subject to borrowing base and other limitations) on its $100 million senior revolving credit facility, and its debt to equity ratio was 1.2x.

Liquidity and Capital Resources

As of December 31, 2024, the Company had total principal value of debt outstanding of $1,610.0 million, including $660.0 million of outstanding borrowings under its revolving credit facilities, $300.0 million of the 3.500% Notes due 2025, $350.0 million of the 2.700% Notes due 2027 and $300.0 million of the 7.100% Notes due 2029. The funding mix was composed of 41% secured and 59% unsecured borrowings as of December 31, 2024. The Company was in compliance with all financial covenants under its credit facilities as of December 31, 2024.

As of December 31, 2024, the Company had $112.9 million of unrestricted cash and cash equivalents and $957.5 million of undrawn capacity on its credit facilities (subject to borrowing base and other limitations). As of December 31, 2024, unfunded investment commitments were $302.3 million, or $275.2 million excluding unfunded commitments to the Company’s joint ventures. Of the $275.2 million, approximately $243.7 million could be drawn immediately with the remaining amount subject to certain milestones that must be met by portfolio companies or other restrictions. The Company has analyzed cash and cash equivalents, availability under its credit facilities, the ability to rotate out of certain assets and amounts of unfunded commitments that could be drawn and believes its liquidity and capital resources are sufficient to invest in market opportunities as they arise.

As of December 31, 2024, the weighted average interest rate on debt outstanding, including the effect of the interest rate swap agreements was 6.2%, down from 6.7% as of September 30, 2024, primarily driven by the impact of lower interest rates on the Company’s floating rate liabilities.

The Company’s total debt to equity ratio was 1.11x and 1.12x as of each of December 31, 2024 and September 30, 2024, respectively. The Company’s net debt to equity ratio was 1.03x and 1.07x as of each of December 31, 2024 and September 30, 2024, respectively.

Incentive Fee Lookback

Effective as of October 1, 2024, Oaktree has agreed to waive incentive fees on income to institute an incentive fee cap (also known as a “total return hurdle”) in the calculation of the Part I Incentive Fee, which will consider capital gains and losses. This new arrangement includes a lookback provision that commences effective October 1, 2024, and will build over time to a rolling 12-quarter lookback by the Company’s 2027 fiscal year-end. Additional details regarding this new arrangement can be found in the Company’s Form 10-Q filed on February 4, 2025.

Purchase Agreement

On January 31, 2025, the Company and Oaktree Capital I, L.P., an affiliate of the Adviser, entered into a purchase agreement pursuant to which Oaktree Capital I, L.P. purchased 5,672,149 shares of the Company’s common stock on February 3, 2025 for an aggregate purchase price of $100.0 million. These shares were sold at the Company’s net asset value per share as of January 31, 2025, which was $17.63 per share and calculated in accordance with Section 23 of the Investment Company Act of 1940, as amended. Oaktree Capital I, L.P. has agreed not to sell the shares acquired in this transaction through February 3, 2026. This transaction represented a 10% premium to the closing stock price on January 31, 2025, and resulted in a nearly 7% increase in net assets, which (coupled with additional leverage) will increase dry powder for deployment, enabling growth and further diversification of the portfolio.

Non-GAAP Financial Measures

On a supplemental basis, the Company is disclosing certain adjusted financial measures, each of which is calculated and presented on a basis of methodology other than in accordance with GAAP (“non-GAAP”). The Company’s management uses these non-GAAP financial measures internally to analyze and evaluate financial results and performance and believes that these non-GAAP financial measures are useful to investors as an additional tool to evaluate ongoing results and trends for the Company and to review the Company’s performance without giving effect to non-cash income/gain/loss resulting from the OCSI Merger and the OSI2 Merger and in the case of adjusted net investment income, without giving effect to capital gains incentive fees. The presentation of the below non-GAAP measures is not intended to be a substitute for financial results prepared in accordance with GAAP and should not be considered in isolation.

“Adjusted Total Investment Income” and “Adjusted Total Investment Income Per Share” – represents total investment income excluding any amortization or accretion of interest income resulting solely from the cost basis established by ASC 805 (see below) for the assets acquired in connection with the OCSI Merger and the OSI2 Merger.

“Adjusted Net Investment Income” and “Adjusted Net Investment Income Per Share” – represents net investment income, excluding (i) any amortization or accretion of interest income resulting solely from the cost basis established by ASC 805 (see below) for the assets acquired in connection with the OCSI Merger and the OSI2 Merger and (ii) capital gains incentive fees (“Part II incentive fees”).

“Adjusted Net Realized and Unrealized Gains (Losses), Net of Taxes” and “Adjusted Net Realized and Unrealized Gains (Losses), Net of Taxes Per Share” – represents net realized and unrealized gains (losses) net of taxes excluding any net realized and unrealized gains (losses) resulting solely from the cost basis established by ASC 805 (see below) for the assets acquired in connection with the OCSI Merger and the OSI2 Merger.

“Adjusted Earnings (Loss)” and “Adjusted Earnings (Loss) Per Share” – represents the sum of (i) Adjusted Net Investment Income and (ii) Adjusted Net Realized and Unrealized Gains (Losses), Net of Taxes and includes the impact of Part II incentive fees¹, if any.

The OCSI Merger and the OSI2 Merger (the “Mergers”) were accounted for as asset acquisitions in accordance with the asset acquisition method of accounting as detailed in ASC 805-50, Business Combinations—Related Issues (“ASC 805”). The consideration paid to each of the stockholders of OCSI and OSI2 were allocated to the individual assets acquired and liabilities assumed based on the relative fair values of the net identifiable assets acquired other than “non-qualifying” assets, which established a new cost basis for the acquired investments under ASC 805 that, in aggregate, was different than the historical cost basis of the acquired investments prior to the OCSI Merger or the OSI2 Merger, as applicable. Additionally, immediately following the completion of the Mergers, the acquired investments were marked to their respective fair values under ASC 820, Fair Value Measurements, which resulted in unrealized appreciation/depreciation. The new cost basis established by ASC 805 on debt investments acquired will accrete/amortize over the life of each respective debt investment through interest income, with a corresponding adjustment recorded to unrealized appreciation/depreciation on such investment acquired through its ultimate disposition. The new cost basis established by ASC 805 on equity investments acquired will not accrete/amortize over the life of such investments through interest income and, assuming no subsequent change to the fair value of the equity investments acquired and disposition of such equity investments at fair value, the Company will recognize a realized gain/loss with a corresponding reversal of the unrealized appreciation/depreciation on disposition of such equity investments acquired.

The Company’s management uses the non-GAAP financial measures described above internally to analyze and evaluate financial results and performance and to compare its financial results with those of other business development companies that have not adjusted the cost basis of certain investments pursuant to ASC 805. The Company’s management believes “Adjusted Total Investment Income”, “Adjusted Total Investment Income Per Share”, “Adjusted Net Investment Income” and “Adjusted Net Investment Income Per Share” are useful to investors as an additional tool to evaluate ongoing results and trends for the Company without giving effect to the income resulting from the new cost basis of the investments acquired in the Mergers because these amounts do not impact the fees payable to Oaktree Fund Advisors, LLC (the “Adviser”) under its investment advisory agreement (as amended and restated from time to time, the “A&R Advisory Agreement”), and specifically as its relates to “Adjusted Net Investment Income” and “Adjusted Net Investment Income Per Share”, without giving effect to Part II incentive fees. In addition, the Company’s management believes that “Adjusted Net Realized and Unrealized Gains (Losses), Net of Taxes”, “Adjusted Net Realized and Unrealized Gains (Losses), Net of Taxes Per Share”, “Adjusted Earnings (Loss)” and “Adjusted Earnings (Loss) Per Share” are useful to investors as they exclude the non-cash income and gain/loss resulting from the Mergers and are used by management to evaluate the economic earnings of its investment portfolio. Moreover, these metrics more closely align the Company’s key financial measures with the calculation of incentive fees payable to the Adviser under with the A&R Advisory Agreement (i.e., excluding amounts resulting solely from the lower cost basis of the acquired investments established by ASC 805 that would have been to the benefit of the Adviser absent such exclusion).

The following table provides a reconciliation of total investment income (the most comparable U.S. GAAP measure) to adjusted total investment income for the periods presented:

	For the three months ended
	December 31, 2024 (unaudited)				September 30, 2024 (unaudited)				December 31, 2023 (unaudited)
($ in thousands, except per share data)	Amount		Per Share		Amount		Per Share		Amount		Per Share
GAAP total investment income	$	86,647	$	1.05	$	94,685	$	1.15	$	97,985	$	1.26
Interest income amortization (accretion) related to merger accounting adjustments		423		0.01		315		—		29		—
Adjusted total investment income	$	87,070	$	1.06	$	95,000	$	1.16	$	98,014	$	1.26

The following table provides a reconciliation of net investment income (the most comparable U.S. GAAP measure) to adjusted net investment income for the periods presented:

	For the three months ended
	December 31, 2024 (unaudited)				September 30, 2024 (unaudited)				December 31, 2023 (unaudited)
($ in thousands, except per share data)	Amount		Per Share		Amount		Per Share		Amount		Per Share
GAAP net investment income	$	44,302	$	0.54	$	44,921	$	0.55	$	44,189	$	0.57
Interest income amortization (accretion) related to merger accounting adjustments		423		0.01		315		—		29		—
Part II incentive fee		—		—		—		—		—		—
Adjusted net investment income	$	44,725	$	0.54	$	45,236	$	0.55	$	44,218	$	0.57

The following table provides a reconciliation of net realized and unrealized gains (losses), net of taxes (the most comparable U.S. GAAP measure) to adjusted net realized and unrealized gains (losses), net of taxes for the periods presented:

	For the three months ended
	December 31, 2024 (unaudited)						September 30, 2024 (unaudited)						December 31, 2023 (unaudited)
($ in thousands, except per share data)	Amount			Per Share			Amount			Per Share			Amount			Per Share
GAAP net realized and unrealized gains (losses), net of taxes	$	(37,063	)	$	(0.45	)	$	(8,008	)	$	(0.10	)	$	(33,654	)	$	(0.43	)
Net realized and unrealized gains (losses) related to merger accounting adjustments		(61	)		—			(314	)		—			796			0.01
Adjusted net realized and unrealized gains (losses), net of taxes	$	(37,124	)	$	(0.45	)	$	(8,322	)	$	(0.10	)	$	(32,858	)	$	(0.42	)

The following table provides a reconciliation of net increase (decrease) in net assets resulting from operations (the most comparable U.S. GAAP measure) to adjusted earnings (loss) for the periods presented:

	For the three months ended
	December 31, 2024 (unaudited)					September 30, 2024 (unaudited)					December 31, 2023 (unaudited)
($ in thousands, except per share data)	Amount			Per Share		Amount			Per Share		Amount		Per Share
Net increase (decrease) in net assets resulting from operations	$	7,239		$	0.09	$	36,913		$	0.45	$	10,535	$	0.14
Interest income amortization (accretion) related to merger accounting adjustments		423			0.01		315			—		29		—
Net realized and unrealized gains (losses) related to merger accounting adjustments		(61	)		—		(314	)		—		796		0.01
Adjusted earnings (loss)	$	7,601		$	0.09	$	36,914		$	0.45	$	11,360	$	0.15

Conference Call Information

Oaktree Specialty Lending will host a conference call to discuss its first fiscal quarter 2025 results at 11:00 a.m. Eastern Time / 8:00 a.m. Pacific Time on February 4, 2025. The conference call may be accessed by dialing (877) 507-3275 (U.S. callers) or +1 (412) 317-5238 (non-U.S. callers). All callers will need to reference “Oaktree Specialty Lending” once connected with the operator. Alternatively, a live webcast of the conference call can be accessed through the Investors section of Oaktree Specialty Lending’s website, www.oaktreespecialtylending.com. During the conference call, the Company intends to refer to an investor presentation that will be available on the Investors section of its website.

For those individuals unable to listen to the live broadcast of the conference call, a replay will be available on Oaktree Specialty Lending’s website, or by dialing (877) 344-7529 (U.S. callers) or +1 (412) 317-0088 (non-U.S. callers), access code 1211943, beginning approximately one hour after the broadcast.

About Oaktree Specialty Lending Corporation

Oaktree Specialty Lending Corporation (NASDAQ:OCSL) is a specialty finance company dedicated to providing customized one-stop credit solutions to companies with limited access to public or syndicated capital markets. The Company’s investment objective is to generate current income and capital appreciation by providing companies with flexible and innovative financing solutions including first and second lien loans, unsecured and mezzanine loans, and preferred equity. The Company is regulated as a business development company under the Investment Company Act of 1940, as amended, and is externally managed by Oaktree Fund Advisors, LLC, an affiliate of Oaktree Capital Management, L.P. For additional information, please visit Oaktree Specialty Lending’s website at www.oaktreespecialtylending.com.

Forward-Looking Statements

Some of the statements in this press release constitute forward-looking statements because they relate to future events, future performance or financial condition. The forward-looking statements may include statements as to: future operating results of the Company and distribution projections; business prospects of the Company and the prospects of its portfolio companies; and the impact of the investments that the Company expects to make. In addition, words such as “anticipate,” “believe,” “expect,” “seek,” “plan,” “should,” “estimate,” “project” and “intend” indicate forward-looking statements, although not all forward-looking statements include these words. The forward-looking statements contained in this press release involve risks and uncertainties. Certain factors could cause actual results and conditions to differ materially from those projected, including the uncertainties associated with (i) changes in the economy, financial markets and political environment, including the impacts of inflation and elevated interest rates; (ii) risks associated with possible disruption in the operations of the Company or the economy generally due to terrorism, war or other geopolitical conflict (including the current conflicts in Ukraine and Israel), natural disasters, pandemics or cybersecurity incidents; (iii) future changes in laws or regulations (including the interpretation of these laws and regulations by regulatory authorities); (iv) conditions in the Company’s operating areas, particularly with respect to business development companies or regulated investment companies; and (v) other considerations that may be disclosed from time to time in the Company’s publicly disseminated documents and filings. The Company has based the forward-looking statements included in this press release on information available to it on the date of this press release, and the Company assumes no obligation to update any such forward-looking statements. The Company undertakes no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that it may make directly to you or through reports that the Company in the future may file with the Securities and Exchange Commission, including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.

Contacts

Investor Relations:
Oaktree Specialty Lending Corporation
Dane Kleven
(213) 356-3260
ocsl-ir@oaktreecapital.com

Media Relations:
Financial Profiles, Inc.
Moira Conlon
(310) 478-2700
mediainquiries@oaktreecapital.com


Oaktree Specialty Lending Corporation Consolidated Statements of Assets and Liabilities (in thousands, except per share amounts)

	December 31, 2024 (unaudited)			September 30, 2024
ASSETS
Investments at fair value:
Control investments (cost December 31, 2024: $374,509; cost September 30, 2024: $372,901)	$	267,782		$	289,404
Affiliate investments (cost December 31, 2024: $37,358; cost September 30, 2024: $38,175)		35,180			35,677
Non-control/Non-affiliate investments (cost December 31, 2024: $2,576,053; cost September 30, 2024: $2,733,843)		2,532,332			2,696,198
Total investments at fair value (cost December 31, 2024: $2,987,920; September 30, 2024: $3,144,919)		2,835,294			3,021,279
Cash and cash equivalents		112,913			63,966
Restricted cash		13,159			14,577
Interest, dividends and fees receivable		25,290			38,804
Due from portfolio companies		408			12,530
Receivables from unsettled transactions		55,661			17,548
Due from broker		21,880			17,060
Deferred financing costs		10,936			11,677
Deferred offering costs		162			125
Derivative assets at fair value		6,652			—
Other assets		1,437			775
Total assets	$	3,083,792		$	3,198,341

LIABILITIES AND NET ASSETS
Liabilities:
Accounts payable, accrued expenses and other liabilities	$	3,371		$	3,492
Base management fee and incentive fee payable		8,930			15,517
Due to affiliate		1,508			4,088
Interest payable		17,600			16,231
Payables from unsettled transactions		—			15,666
Derivative liabilities at fair value		24,759			16,843
Deferred tax liability		14			—
Credit facilities payable		660,000			710,000
Unsecured notes payable (net of $4,401 and $4,935 of unamortized financing costs as of December 31, 2024 and September 30, 2024, respectively)		917,795			928,693
Total liabilities		1,633,977			1,710,530
Commitments and contingencies
Net assets:
Common stock, $0.01 par value per share, 250,000 shares authorized; 82,245 and 82,245 shares issued and outstanding as of December 31, 2024 and September 30, 2024, respectively		822			822
Additional paid-in-capital		2,264,449			2,264,449
Accumulated overdistributed earnings		(815,456	)		(777,460	)
Total net assets (equivalent to $17.63 and $18.09 per common share as of December 31, 2024 and September 30, 2024, respectively)		1,449,815			1,487,811
Total liabilities and net assets	$	3,083,792		$	3,198,341


Oaktree Specialty Lending Corporation Consolidated Statements of Operations (in thousands, except per share amounts)


	Three months ended December 31, 2024 (unaudited)			Three months ended September 30, 2024 (unaudited)			Three months ended December 31, 2023 (unaudited)
Interest income:
Control investments	$	5,226		$	6,012		$	6,005
Affiliate investments		166			159			324
Non-control/Non-affiliate investments		71,809			76,476			82,721
Interest on cash and cash equivalents		1,221			979			2,364
Total interest income		78,422			83,626			91,414
PIK interest income:
Control investments		830			765			544
Affiliate investments		28			45			—
Non-control/Non-affiliate investments		4,870			5,208			3,305
Total PIK interest income		5,728			6,018			3,849
Fee income:
Control investments		—			12			13
Affiliate investments		—			—			5
Non-control/Non-affiliate investments		1,679			3,885			1,289
Total fee income		1,679			3,897			1,307
Dividend income:
Control investments		700			1,050			1,400
Non-control/Non-affiliate investments		118			94			15
Total dividend income		818			1,144			1,415
Total investment income		86,647			94,685			97,985
Expenses:
Base management fee		8,144			8,550			11,477
Part I incentive fee		7,913			8,943			9,028
Professional fees		1,067			862			1,504
Directors fees		160			160			160
Interest expense		30,562			32,058			32,170
Administrator expense		437			465			366
General and administrative expenses		926			704			591
Total expenses		49,209			51,742			55,296
Management fees waived		(750	)		(750	)		(1,500	)
Part I incentive fees waived		(6,377	)		(1,228	)		—
Net expenses		42,082			49,764			53,796
Net investment income before taxes		44,565			44,921			44,189
(Provision) benefit for taxes on net investment income		(263	)		—			—
Net investment income		44,302			44,921			44,189
Unrealized appreciation (depreciation):
Control investments		(23,230	)		(12,909	)		1,339
Affiliate investments		320			207			(925	)
Non-control/Non-affiliate investments		(7,198	)		60,159			(17,615	)
Foreign currency forward contracts		10,494			(4,278	)		(7,824	)
Net unrealized appreciation (depreciation)		(19,614	)		43,179			(25,025	)
Realized gains (losses):
Control investments		—			—			786
Affiliate investments		(288	)		—			—
Non-control/Non-affiliate investments		(17,056	)		(50,349	)		(13,340	)
Foreign currency forward contracts		34			(1,499	)		4,101
Net realized gains (losses)		(17,310	)		(51,848	)		(8,453	)
(Provision) benefit for taxes on realized and unrealized gains (losses)		(139	)		661			(176	)
Net realized and unrealized gains (losses), net of taxes		(37,063	)		(8,008	)		(33,654	)
Net increase (decrease) in net assets resulting from operations	$	7,239		$	36,913		$	10,535
Net investment income per common share — basic and diluted	$	0.54		$	0.55		$	0.57
Earnings (loss) per common share — basic and diluted	$	0.09		$	0.45		$	0.14
Weighted average common shares outstanding — basic and diluted		82,245			82,245			77,840

¹ Adjusted earnings (loss) includes accrued Part II incentive fees. As of and for the three months ended December 31, 2024, there was no accrued Part II incentive fee liability. Part II incentive fees are contractually calculated and paid at the end of the fiscal year in accordance with the A&R Advisory Agreement, which differs from Part II incentive fees accrued under GAAP. For the three months ended December 31, 2024, no amounts were payable under the A&R Advisory Agreement.

The MIL Network –

February 5, 2025

MIL-OSI: WTW Reports Fourth Quarter and Full Year 2024 Earnings

Source: GlobeNewswire (MIL-OSI)

Revenue¹ increased 4% over prior year to $3.0 billion for the quarter and increased 5% to $9.9 billion for the year
Organic Revenue growth of 5% for both the quarter and the year
Diluted Earnings per Share was $12.25 for the quarter, up 105% over prior year, and Diluted Loss² was $0.96 for the year.
Adjusted Diluted Earnings per Share was $8.13 for the quarter, up 9% from prior year, and $16.93 for the year, up 17% over prior year
Operating Margin was 29.7% for the quarter, up 300 basis points over prior year, and 6.3% for the year, down 810 basis points from prior year
Adjusted Operating Margin was 36.1% for the quarter, up 190 basis points from prior year, and 23.9% for the year, up 190 basis points over prior year

LONDON, Feb. 04, 2025 (GLOBE NEWSWIRE) — WTW (NASDAQ: WTW) (the “Company”), a leading global advisory, broking and solutions company, today announced financial results for the fourth quarter ended December 31, 2024.

“WTW is entering 2025 with considerable momentum after delivering on our 2024 financial targets through solid revenue growth, robust margin expansion and earnings growth,” said Carl Hess, WTW’s chief executive officer. “The successful completion of our Grow, Simplify and Transform strategy has primed all of our businesses to perform, and we are now stronger, more connected and more efficient than we have ever been. I’m confident our new strategy to accelerate our performance, enhance our efficiency and optimize our portfolio will produce innovative solutions for our customers and create more value for shareholders. I’m proud of our team’s dedication and look forward to executing on our strategic and financial goals in the years ahead.”

Consolidated Results

Fourth Quarter 2024, as reported, USD millions, except %

Key Metrics	Q4-24	Q4-23	Y/Y Change
Revenue¹	$3,035	$2,914	Reported 4% \| CC 5% \| Organic 5%
Income from Operations	$901	$779	16%
Operating Margin %	29.7%	26.7%	300 bps
Adjusted Operating Income	$1,096	$998	10%
Adjusted Operating Margin %	36.1%	34.2%	190 bps
Net Income	$1,248	$623	100%
Adjusted Net Income	$827	$775	7%
Diluted EPS	$12.25	$5.97	105%
Adjusted Diluted EPS	$8.13	$7.44	9%

Revenue was $3.04 billion for the fourth quarter of 2024, an increase of 4% as compared to $2.91 billion for the same period in the prior year. Excluding the impact of foreign currency, revenue increased 5%. On an organic basis, revenue increased 5%. See Supplemental Segment Information for additional detail on book-of-business settlements and interest income included in revenue.

Net Income for the fourth quarter of 2024 was $1.25 billion compared to Net Income of $623 million in the prior-year fourth quarter. Adjusted EBITDA for the fourth quarter was $1.2 billion, or 38.6% of revenue, an increase of 9%, compared to Adjusted EBITDA of $1.1 billion, or 37.1% of revenue, in the prior-year fourth quarter. The U.S. GAAP tax rate for the fourth quarter was 26.0%, and the adjusted income tax rate for the fourth quarter used in calculating adjusted diluted earnings per share was 21.3%.

Full Year 2024, as reported, USD millions, except %

Key Metrics	FY-24	FY-23	Y/Y Change
Revenue¹	$9,930	$9,483	Reported 5% \| CC 5% \| Organic 5%
Income from Operations	$627	$1,365	(54)%
Operating Margin %	6.3%	14.4%	(810) bps
Adjusted Operating Income	$2,378	$2,082	14%
Adjusted Operating Margin %	23.9%	22.0%	190 bps
Net (Loss)/Income²	$(88)	$1,064	NM
Adjusted Net Income	$1,730	$1,536	13%
Diluted EPS²	$(0.96)	$9.95	NM
Adjusted Diluted EPS	$16.93	$14.49	17%

¹	The revenue amounts included in this release are presented on a U.S. GAAP basis except where stated otherwise. This excludes reinsurance revenue which is reported in discontinued operations. The segment discussion is on an organic basis.
²	Net Loss and Diluted Loss Per Share for the year ended 2024 primarily includes impairment charges of over $1.0 billion related to the sale of TRANZACT.
^NM	Not meaningful

Revenue was $9.93 billion for the year ended December 31, 2024, an increase of 5% as compared to $9.48 billion for the prior year. On an organic basis, revenue increased 5%. See Supplemental Segment Information for additional detail on book-of-business settlements and interest income included in revenue.

Net Loss for the year ended December 31, 2024 was $88 million, compared to Net Income of $1.1 billion in the prior year. Adjusted EBITDA for 2024 was $2.7 billion, or 27.3% of revenue, an increase of $278 million, compared to Adjusted EBITDA of $2.4 billion, or 25.6% of revenue, in the prior year.

The U.S. GAAP tax rate for 2024 was 184.7%, and the adjusted income tax rate for 2024 used in calculating adjusted diluted earnings per share was 21.5%.

Cash Flow and Capital Allocation

Cash flows from operating activities were $1.5 billion for the year ended December 31, 2024, compared to $1.3 billion for the prior year. Free cash flow for the years ended December 31, 2024 and 2023 was $1.4 billion and $1.2 billion, respectively, an increase of $184 million, primarily driven by operating margin expansion, partially offset by cash outflows related to transformation and discretionary compensation payments. During the fourth quarter and year ended December 31, 2024, the Company repurchased $395 million and $901 million of WTW shares, respectively.

Fourth Quarter 2024 Segment Highlights

Health, Wealth & Career (“HWC”)

As reported, USD millions, except %

Health, Wealth & Career	Q4-24	Q4-23	Y/Y Change
Total Revenue	$1,853	$1,798	Reported 3% \| CC 3% \| Organic 3%
Operating Income	$776	$729	6%
Operating Margin %	41.9%	40.5%	140 bps

The HWC segment had revenue of $1.85 billion in the fourth quarter of 2024, an increase of 3% (3% increase constant currency and organic) from $1.80 billion in the prior year. Health had organic revenue growth led by increased project work and brokerage income in North America and the continued expansion of our Global Benefits Management client portfolio in International and Europe. Wealth generated organic revenue growth from higher levels of Retirement work globally, an increase in our Investments business due to growth of our LifeSight solution and capital market improvements. Career had organic revenue growth from increased advisory services and product revenue. Benefits Delivery & Outsourcing (BD&O) had an organic revenue decline for the quarter primarily as a result of deliberately moderating growth in TRANZACT.

Operating margins in the HWC segment increased 140 basis points from the prior-year fourth quarter to 41.9%, primarily from Transformation savings. Please refer to the Supplemental Slides for TRANZACT’s standalone historical financial results.

Risk & Broking (“R&B”)

As reported, USD millions, except %

Risk & Broking	Q4-24	Q4-23	Y/Y Change
Total Revenue	$1,141	$1,076	Reported 6% \| CC 7% \| Organic 7%
Operating Income	$383	$354	8%
Operating Margin %	33.5%	32.9%	60 bps

The R&B segment had revenue of $1.14 billion in the fourth quarter of 2024, an increase of 6% (7% increase constant currency and organic) from $1.08 billion in the prior year. Corporate Risk & Broking (CRB) had organic revenue growth driven by higher levels of new business activity and strong client retention. Insurance Consulting and Technology (ICT) had organic revenue growth for the quarter primarily due to strong software sales in Technology.

Operating margins in the R&B segment increased 60 basis points from the prior-year fourth quarter to 33.5%, primarily due to operating leverage driven by organic revenue growth and disciplined expense management, as well as Transformation savings which were partially offset by headwinds from book-of-business activity and foreign currency fluctuations.

Select 2025 Financial Considerations

Changes to Non-GAAP financial measures:

All reported non-GAAP metrics will exclude non-cash net periodic pension and postretirement benefit credits
Free cash flow and free cash flow margin will capture cash outflows for capitalized software costs
Refer to Supplemental Slides for recast of historical Non-GAAP measures

Business mix:

Divested TRANZACT business, which contributed $1.14 to adjusted diluted earnings per share in 2024, is no longer part of the business portfolio
Reinsurance joint venture expected to be a headwind on adjusted diluted earnings per share of approximately $0.25 to $0.35

Free cash flow:

Expect cash outflows in 2025 from the settlement of accrued costs related to the Transformation program which concluded in 2024
Cash taxes related to receipt of earnout from reinsurance divestiture will be classified as Cash Flows from Operating Activities on Statement of Cash Flows

Capital allocation:

Expect share repurchases of ~$1.5 billion, subject to market conditions and potential capital allocation to organic and inorganic investment opportunities

Foreign exchange:

Expect a foreign currency headwind on adjusted diluted earnings per share of approximately $0.18 in 2025 at today’s rates

Adjusted operating margin outlook:

~100 basis points of average annual margin expansion over next 3 years in R&B
Incremental annual margin expansion at HWC and enterprise levels

The 2025 Financial Considerations above include Non-GAAP financial measures. We do not reconcile forward-looking Non-GAAP measures for reasons explained under “WTW Non-GAAP Measures” below.

Conference Call

The Company will host a live webcast and conference call to discuss the financial results for the fourth quarter 2024. It will be held on Tuesday, February 4, 2025, beginning at 9:00 a.m. Eastern Time. A live broadcast of the conference call will be available on WTW’s website here. The conference call will include a question-and-answer session. To participate in the question-and-answer session, please register here. An online replay will be available at www.wtwco.com shortly after the call concludes.

About WTW

At WTW (NASDAQ: WTW), we provide data-driven, insight-led solutions in the areas of people, risk and capital. Leveraging the global view and local expertise of our colleagues serving 140 countries and markets, we help organizations sharpen their strategy, enhance organizational resilience, motivate their workforce and maximize performance. Working shoulder to shoulder with our clients, we uncover opportunities for sustainable success—and provide perspective that moves you. Learn more at www.wtwco.com.

WTW Non-GAAP Measures

In order to assist readers of our consolidated financial statements in understanding the core operating results that WTW’s management uses to evaluate the business and for financial planning, we present the following non-GAAP measures: (1) Constant Currency Change, (2) Organic Change, (3) Adjusted Operating Income/Margin, (4) Adjusted EBITDA/Margin, (5) Adjusted Net Income, (6) Adjusted Diluted Earnings Per Share, (7) Adjusted Income Before Taxes, (8) Adjusted Income Taxes/Tax Rate, (9) Free Cash Flow and (10) Free Cash Flow Margin.

We believe that those measures are relevant and provide pertinent information widely used by analysts, investors and other interested parties in our industry to provide a baseline for evaluating and comparing our operating performance, and in the case of free cash flow, our liquidity results.

Within the measures referred to as ‘adjusted’, we adjust for significant items which will not be settled in cash, or which we believe to be items that are not core to our current or future operations. Some of these items may not be applicable for the current quarter, however they may be part of our full-year results. Additionally, we have historically adjusted for certain items which are not described below, but for which we may adjust in a future period when applicable. Items applicable to the quarter or full year results, or the comparable periods, include the following:

Restructuring costs and transaction and transformation – Management believes it is appropriate to adjust for restructuring costs and transaction and transformation when they relate to a specific significant program with a defined set of activities and costs that are not expected to continue beyond a defined period of time, or significant acquisition-related transaction expenses. We believe the adjustment is necessary to present how the Company is performing, both now and in the future when the incurrence of these costs will have concluded.
Impairment – Adjustment to remove the non-cash goodwill impairment associated with our Benefits, Delivery and Administration reporting unit related to the sale of our TRANZACT business.
Provisions for specified litigation matters – We will include provisions for litigation matters which we believe are not representative of our core business operations. Among other things, we determine this by reference to the amount of the loss (net of insurance and other recovery receivables) and by reference to whether the matter relates to an unusual and complex scenario that is not expected to be repeated as part of our ongoing, ordinary business. These amounts are presented net of insurance and other recovery receivables. See the footnotes to the respective reconciliation tables below for more specificity on the litigation matter excluded from adjusted results.
Gains and losses on disposals of operations – Adjustment to remove the gains or losses resulting from disposed operations that have not been classified as discontinued operations.
Pension settlement – Adjustment to remove significant pension settlement to better present how the Company is performing.
Tax effect of significant adjustments – Relates to the incremental tax expense or benefit resulting from significant or unusual events including significant statutory tax rate changes enacted in material jurisdictions in which we operate, internal reorganizations of ownership of certain businesses that reduced the investment held by our U.S.-controlled subsidiaries and the recovery of certain refunds or payment of taxes related to businesses in which we no longer participate.

We evaluate our revenue on an as reported (U.S. GAAP), constant currency and organic basis. We believe presenting constant currency and organic information provides valuable supplemental information regarding our comparable results, consistent with how we evaluate our performance internally.

We consider Constant Currency Change, Organic Change, Adjusted Operating Income/Margin, Adjusted EBITDA/Margin, Adjusted Net Income, Adjusted Diluted Earnings Per Share, Adjusted Income Before Taxes, Adjusted Income Taxes/Tax Rate and Free Cash Flow to be important financial measures, which are used to internally evaluate and assess our core operations and to benchmark our operating and liquidity results against our competitors. These non-GAAP measures are important in illustrating what our comparable operating and liquidity results would have been had we not incurred transaction-related and non-recurring items. Reconciliations of these measures are included in the accompanying tables with the following exception: The Company does not reconcile its forward-looking non-GAAP financial measures to the corresponding U.S. GAAP measures, due to variability and difficulty in making accurate forecasts and projections and/or certain information not being ascertainable or accessible; and because not all of the information, such as foreign currency impacts necessary for a quantitative reconciliation of these forward-looking non-GAAP financial measures to the most directly comparable U.S. GAAP financial measure, is available to the Company without unreasonable efforts. For the same reasons, the Company is unable to address the probable significance of the unavailable information. The Company provides non-GAAP financial measures that it believes will be achieved, however it cannot accurately predict all of the components of the adjusted calculations and the U.S. GAAP measures may be materially different than the non-GAAP measures.

Our non-GAAP measures and their accompanying definitions are presented as follows:

Constant Currency Change – Represents the year-over-year change in revenue excluding the impact of foreign currency fluctuations. To calculate this impact, the prior year local currency results are first translated using the current year monthly average exchange rates. The change is calculated by comparing the prior year revenue, translated at the current year monthly average exchange rates, to the current year as reported revenue, for the same period. We believe constant currency measures provide useful information to investors because they provide transparency to performance by excluding the effects that foreign currency exchange rate fluctuations have on period-over-period comparability given volatility in foreign currency exchange markets.

Organic Change – Excludes the impact of fluctuations in foreign currency exchange rates, as described above and the period-over-period impact of acquisitions and divestitures on current-year revenue. We believe that excluding transaction-related items from our U.S. GAAP financial measures provides useful supplemental information to our investors, and it is important in illustrating what our core operating results would have been had we not included these transaction-related items, since the nature, size and number of these transaction-related items can vary from period to period.

Adjusted Operating Income/Margin – (Loss)/Income from operations adjusted for impairment, amortization, restructuring costs, transaction and transformation and non-recurring items that, in management’s judgment, significantly affect the period-over-period assessment of operating results. Adjusted operating income margin is calculated by dividing adjusted operating income by revenue. We consider adjusted operating income/margin to be important financial measures, which are used internally to evaluate and assess our core operations and to benchmark our operating results against our competitors.

Adjusted EBITDA/Margin – Net (Loss)/Income adjusted for provision for income taxes, interest expense, impairment, depreciation and amortization, restructuring costs, transaction and transformation, gains and losses on disposals of operations and non-recurring items that, in management’s judgment, significantly affect the period-over-period assessment of operating results. Adjusted EBITDA Margin is calculated by dividing adjusted EBITDA by revenue. We consider adjusted EBITDA/margin to be important financial measures, which are used internally to evaluate and assess our core operations, to benchmark our operating results against our competitors and to evaluate and measure our performance-based compensation plans.

Adjusted Net Income – Net (Loss)/Income Attributable to WTW adjusted for impairment, amortization, restructuring costs, transaction and transformation, gains and losses on disposals of operations and non-recurring items that, in management’s judgment, significantly affect the period-over-period assessment of operating results and the related tax effect of those adjustments and the tax effects of internal reorganizations. This measure is used solely for the purpose of calculating adjusted diluted earnings per share.

Adjusted Diluted Earnings Per Share – Adjusted Net Income divided by the weighted-average number of ordinary shares, diluted. Adjusted diluted earnings per share is used to internally evaluate and assess our core operations and to benchmark our operating results against our competitors.

Adjusted Income Before Taxes – (Loss)/Income from operations before income taxes adjusted for impairment, amortization, restructuring costs, transaction and transformation, gains and losses on disposals of operations and non-recurring items that, in management’s judgment, significantly affect the period-over-period assessment of operating results. Adjusted income before taxes is used solely for the purpose of calculating the adjusted income tax rate.

Adjusted Income Taxes/Tax Rate – Benefit from/(provision for) income taxes adjusted for taxes on certain items of impairment, amortization, restructuring costs, transaction and transformation, gains and losses on disposals of operations, the tax effects of internal reorganizations, and non-recurring items that, in management’s judgment, significantly affect the period-over-period assessment of operating results, divided by adjusted income before taxes. Adjusted income taxes is used solely for the purpose of calculating the adjusted income tax rate. Management believes that the adjusted income tax rate presents a rate that is more closely aligned to the rate that we would incur if not for the reduction of pre-tax income for the adjusted items and the tax effects of internal reorganizations, which are not core to our current and future operations.

Free Cash Flow – Cash flows from operating activities less cash used to purchase fixed assets and software for internal use. Free Cash Flow is a liquidity measure and is not meant to represent residual cash flow available for discretionary expenditures. Management believes that free cash flow presents the core operating performance and cash-generating capabilities of our business operations.

Free Cash Flow Margin – Free Cash Flow as a percentage of revenue, which represents how much of revenue would be realized on a cash basis. We consider this measure to be a meaningful metric for tracking cash conversion on a year-over-year basis due to the non-cash nature of our pension income, which is included in our GAAP and Non-GAAP earnings metrics presented herein.

These non-GAAP measures are not defined in the same manner by all companies and may not be comparable to other similarly titled measures of other companies. Non-GAAP measures should be considered in addition to, and not as a substitute for, the information contained within our condensed consolidated financial statements.

WTW Forward-Looking Statements

This document contains ‘forward-looking statements’ within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934, which are intended to be covered by the safe harbors created by those laws. These forward-looking statements include information about possible or assumed future results of our operations or certain considerations relating to our future results. All statements, other than statements of historical facts, that address activities, events, or developments that we expect or anticipate may occur in the future, including such things as our outlook, plans and references to future performance, including our future financial and operating results (including our revenue, costs, or margins), short-term and long-term financial goals, plans, objectives, expectations and intentions, including with respect to organic revenue growth, free cash flow generation, adjusted net revenue, adjusted operating margin and adjusted earnings per share; future share repurchases; demand for our services and competitive strengths; strategic goals; existing and evolving business strategies including those related to acquisition and disposition activity; the benefits of new initiatives; the growth of our business and operations; the sustained health of our product, service, transaction, client, and talent assessment and management pipelines; our ability to successfully manage ongoing leadership, organizational, and technology changes, including investments in improving systems and processes; our ability to implement and realize anticipated benefits of any cost-savings initiatives including our multi-year operational transformation program; the potential impact of natural or man-made disasters like health pandemics and other world health crises; future capital expenditures; ongoing working capital efforts; the impact of changes to tax laws on our financial results; and our recognition of future impairment charges or write-off of receivables, are forward-looking statements. Also, when we use words such as ‘may’, ‘will’, ‘would’, ‘anticipate’, ‘believe’, ‘estimate’, ‘expect’, ‘intend’, ‘plan’, ‘continues’, ‘seek’, ‘target’, ‘goal’, ‘focus’, ‘probably’, or similar expressions, we are making forward-looking statements. Such statements are based upon the current beliefs and expectations of our management and are subject to significant risks and uncertainties. Actual results may differ from those set forth in the forward-looking statements. All forward-looking disclosure is speculative by its nature.

There are important risks, uncertainties, events and factors that could cause our actual results or performance to differ materially from those in the forward-looking statements contained in this document, including the following: our ability to successfully establish, execute and achieve our global business strategy as it evolves; our ability to fully realize the anticipated benefits of our growth strategy, including inorganic growth through acquisitions; our ability to execute strategic transactions, including both acquisitions and dispositions, including our ability to receive adequate consideration or any earnout proceeds in return for any dispositions or integrate or manage acquired businesses or effect internal reorganizations; incremental risks relating to the transitional arrangements in effect subsequent to our previously completed sale of TRANZACT; our ability to successfully manage ongoing organizational changes, investments in improving systems and processes, and in connection with our acquisition and divestiture activities; risks relating to changes in our management structures and in senior leadership; our ability to achieve our short-term and long-term financial goals, such as with respect to our cash flow generation, and the timing with respect to such achievement; the risks related to changes in general economic conditions, business and political conditions, changes in the financial markets, inflation, credit availability, increased interest rates and changes in trade policies; the risks to our short-term and long-term financial goals from any of the risks or uncertainties set forth herein; the risks relating to the adverse impacts of macroeconomic trends, including inflation, changes in interest rates and trade policies, as well as political events, war, such as the Russia-Ukraine and Middle East conflicts, and other international disputes, terrorism, natural disasters, public health issues and other business interruptions on the global economy and capital markets, which could have a material adverse effect on our business, financial condition, results of operations, and long-term goals; our ability to successfully hedge against fluctuations in foreign currency rates; the risks relating to the adverse impacts of natural or man-made disasters such as health pandemics and other world health crises on the demand for our products and services, our cash flows and our business operations; material interruptions to or loss of our information processing capabilities, or failure to effectively maintain and upgrade our information technology resources and systems and related risks of cybersecurity breaches or incidents; our ability to comply with complex and evolving regulations related to data privacy, cybersecurity, and artificial intelligence; significant competition that we face and the potential for loss of market share and/or profitability; the impact of seasonality and differences in timing of renewals and non-recurring revenue increases from disposals and book-of-business sales; the insufficiency of client data protection, potential breaches of information systems or insufficient safeguards against cybersecurity breaches or incidents; the risk of increased liability or new legal claims arising from our new and existing products and services, and expectations, intentions and outcomes relating to outstanding litigation; the risk of substantial negative outcomes on existing litigation or investigation matters; changes in the regulatory environment in which we operate, including, among other risks, the impacts of pending competition law and regulatory investigations; various claims, government inquiries or investigations or the potential for regulatory action; our ability to integrate direct-to-consumer sales and marketing solutions with our existing offerings and solutions; disasters or business continuity problems; our ability to successfully enhance our billing, collection and other working capital efforts, and thereby increase our free cash flow; our ability to properly identify and manage conflicts of interest; reputational damage, including from association with third parties; reliance on third-party service providers and suppliers; the loss of key employees or a large number of employees and rehiring rates; our ability to maintain our corporate culture; doing business internationally, including the impact of foreign currency exchange rates; compliance with extensive government regulation; the risk of sanctions imposed by governments, or changes to associated sanction regulations (such as sanctions imposed on Russia) and related counter-sanctions; our ability to effectively apply technology, data and analytics changes for internal operations, maintaining industry standards and meeting client preferences; changes and developments in the insurance industry or the U.S. healthcare system, including those related to Medicare, any legislative actions from the current U.S. Congress, the recent Final Rule from the Centers for Medicare & Medicaid Services for contract year 2025 and any judicial claims, rulings and appeals related thereto, and any other changes and developments in legal, regulatory, economic, business or operational conditions that could impact our Medicare benefits businesses; the inability to protect our intellectual property rights, or the potential infringement upon the intellectual property rights of others; fluctuations in our pension assets and liabilities and related changes in pension income, including as a result of, related to, or derived from movements in the interest rate environment, investment returns, inflation, or changes in other assumptions that are used to estimate our benefit obligations and their effect on adjusted earnings per share; our capital structure, including indebtedness amounts, the limitations imposed by the covenants in the documents governing such indebtedness and the maintenance of the financial and disclosure controls and procedures of each; our ability to obtain financing on favorable terms or at all; adverse changes in our credit ratings; the impact of recent or potential changes to U.S. or foreign laws, and the enactment of additional, or the revision of existing, state, federal, and/or foreign laws and regulations, recent judicial decisions and development of case law, other regulations and any policy changes and legislative actions, including those that may impose additional excise taxes or impact our effective tax rate; U.S. federal income tax consequences to U.S. persons owning at least 10% of our shares; changes in accounting principles, estimates or assumptions; our recognition of future non-cash pre-tax losses and related impairment charges; risks relating to or arising from environmental, social and governance practices; fluctuation in revenue against our relatively fixed or higher than expected expenses; the laws of Ireland being different from the laws of the U.S. and potentially affording less protections to the holders of our securities; and our holding company structure potentially preventing us from being able to receive dividends or other distributions in needed amounts from our subsidiaries.

The foregoing list of factors is not exhaustive and new factors may emerge from time to time that could also affect actual performance and results. For more information, please see Part I, Item 1A in our Annual Report on Form 10-K, and our subsequent filings with the SEC. Copies are available online at www.sec.gov or www.wtwco.com.

Although we believe that the assumptions underlying our forward-looking statements are reasonable, any of these assumptions, and therefore also the forward-looking statements based on these assumptions, could themselves prove to be inaccurate. Given the significant uncertainties inherent in the forward-looking statements included in this document, our inclusion of this information is not a representation or guarantee by us that our objectives and plans will be achieved.

Our forward-looking statements speak only as of the date made, and we will not update these forward-looking statements unless the securities laws require us to do so. With regard to these risks, uncertainties and assumptions, the forward-looking events discussed in this document may not occur, and we caution you against unduly relying on these forward-looking statements.

Contact

INVESTORS
Claudia De La Hoz | Claudia.Delahoz@wtwco.com

WTW Supplemental Segment Information (In millions of U.S. dollars) (Unaudited)

REVENUE
						Components of Revenue Change⁽ⁱ⁾
						Less:		Less:
	Three Months Ended December 31,				As Reported	Currency	Constant Currency	Acquisitions/	Organic
	2024		2023		% Change	Impact	Change	Divestitures	Change

Health, Wealth & Career
Revenue excluding interest income	$	1,847	$	1,791	3%	0%	3%	0%	3%
Interest income		6		7
Total		1,853		1,798	3%	0%	3%	0%	3%

Risk & Broking
Revenue excluding interest income	$	1,115	$	1,049	6%	(1)%	7%	0%	7%
Interest income		26		27
Total		1,141		1,076	6%	(1)%	7%	0%	7%

Segment Revenue	$	2,994	$	2,874	4%	(1)%	5%	0%	5%
Corporate, reimbursable expenses and other		37		35
Interest income		4		5
Revenue	$	3,035	$	2,914	4%	(1)%	5%	0%	5%⁽ⁱⁱ⁾

						Components of Revenue Change⁽ⁱ⁾
						Less:		Less:
	Years Ended December 31,				As Reported	Currency	Constant Currency	Acquisitions/	Organic
	2024		2023		% Change	Impact	Change	Divestitures	Change

Health, Wealth & Career
Revenue excluding interest income	$	5,745	$	5,557	3%	0%	3%	0%	4%
Interest income		32		25
Total		5,777		5,582	3%	0%	4%	0%	4%

Risk & Broking
Revenue excluding interest income	$	3,926	$	3,656	7%	0%	8%	0%	8%
Interest income		112		79
Total		4,038		3,735	8%	(1)%	9%	0%	8%

Segment Revenue	$	9,815	$	9,317	5%	0%	6%	0%	6%
Corporate, reimbursable expenses and other		93		125
Interest income		22		41
Revenue	$	9,930	$	9,483	5%	0%	5%	0%	5%⁽ⁱⁱ⁾

⁽ⁱ⁾ Components of revenue change may not add due to rounding.
⁽ⁱⁱ⁾ Interest income did not contribute to organic change for the three months and year ended December 31, 2024.

BOOK-OF-BUSINESS SETTLEMENTS AND INTEREST INCOME

	Three Months Ended December 31,
	HWC				R&B				Corporate				Total
	2024		2023		2024		2023		2024		2023		2024		2023
Book-of-business settlements	$	5	$	1	$	6	$	14	$	—	$	—	$	11	$	15
Interest income		6		7		26		27		4		5		36		39
Total	$	11	$	8	$	32	$	41	$	4	$	5	$	47	$	54

	Years Ended December 31,
	HWC				R&B				Corporate				Total
	2024		2023		2024		2023		2024		2023		2024		2023
Book-of-business settlements	$	8	$	1	$	14	$	25	$	—	$	—	$	22	$	26
Interest income		32		25		112		79		22		41		166		145
Total	$	40	$	26	$	126	$	104	$	22	$	41	$	188	$	171

SEGMENT OPERATING INCOME ⁽ⁱ⁾

	Three Months Ended December 31,
	2024		2023

Health, Wealth & Career	$	776	$	729
Risk & Broking		383		354
Segment Operating Income	$	1,159	$	1,083

	Years Ended December 31,
	2024		2023

Health, Wealth & Career	$	1,717	$	1,565
Risk & Broking		958		813
Segment Operating Income	$	2,675	$	2,378

⁽ⁱ⁾ Segment operating income excludes certain costs, including amortization of intangibles, restructuring costs, transaction and transformation expenses, certain litigation provisions, and to the extent that the actual expense based upon which allocations are made differs from the forecast/budget amount, a reconciling item will be created between internally-allocated expenses and the actual expenses reported for U.S. GAAP purposes.

SEGMENT OPERATING MARGINS

	Three Months Ended December 31,
	2024	2023
Health, Wealth & Career	41.9%	40.5%
Risk & Broking	33.5%	32.9%

	Years Ended December 31,
	2024	2023
Health, Wealth & Career	29.7%	28.0%
Risk & Broking	23.7%	21.8%

RECONCILIATIONS OF SEGMENT OPERATING INCOME TO INCOME FROM OPERATIONS BEFORE INCOME TAXES

	Three Months Ended December 31,
	2024			2023

Segment Operating Income	$	1,159		$	1,083
Amortization		(50	)		(60	)
Restructuring costs		(32	)		(38	)
Transaction and transformation⁽ⁱ⁾		(113	)		(121	)
Unallocated, net⁽ⁱⁱ⁾		(63	)		(85	)
Income from Operations		901			779
Interest expense		(66	)		(63	)
Other income, net		853			23
Income from operations before income taxes	$	1,688		$	739

	Years Ended December 31,
	2024			2023

Segment Operating Income	$	2,675		$	2,378
Impairment⁽ⁱⁱⁱ⁾		(1,042	)		—
Amortization		(226	)		(263	)
Restructuring costs		(61	)		(68	)
Transaction and transformation⁽ⁱ⁾		(409	)		(386	)
Unallocated, net⁽ⁱⁱ⁾		(310	)		(296	)
Income from Operations		627			1,365
Interest expense		(263	)		(235	)
Other (loss)/income, net		(260	)		149
Income from operations before income taxes	$	104		$	1,279

⁽ⁱ⁾ In 2024 and 2023, in addition to legal fees and other transaction costs, includes primarily consulting fees and compensation costs related to the Transformation program.
⁽ⁱⁱ⁾ Includes certain costs, primarily related to corporate functions which are not directly related to the segments, and certain differences between budgeted expenses determined at the beginning of the year and actual expenses that we report for U.S. GAAP purposes.
⁽ⁱⁱⁱ⁾ Represents the non-cash goodwill impairment associated with our BDA reporting unit related to the completed sale of our TRANZACT business.

WTW
Reconciliations of Non-GAAP Measures
(In millions of U.S. dollars, except per share data)
(Unaudited)

RECONCILIATIONS OF NET INCOME/(LOSS) ATTRIBUTABLE TO WTW TO ADJUSTED DILUTED EARNINGS PER SHARE

	Three Months Ended December 31,
	2024			2023

Net income attributable to WTW	$	1,246		$	622
Adjusted for certain items:
Amortization		50			60
Restructuring costs		32			38
Transaction and transformation		113			121
Pension settlement		23			—
(Gain)/loss on disposal of operations		(853	)		1
Tax effect on certain items listed above⁽ⁱ⁾		216			(67	)
Adjusted Net Income	$	827		$	775

Weighted-average ordinary shares, diluted		102			104

Diluted Earnings Per Share	$	12.25		$	5.97
Adjusted for certain items:⁽ⁱⁱ⁾
Amortization		0.49			0.58
Restructuring costs		0.31			0.36
Transaction and transformation		1.11			1.16
Pension settlement		0.23			—
(Gain)/loss on disposal of operations		(8.39	)		0.01
Tax effect on certain items listed above⁽ⁱ⁾		2.12			(0.64	)
Adjusted Diluted Earnings Per Share⁽ⁱⁱ⁾	$	8.13		$	7.44

	Years Ended December 31,
	2024			2023

Net (loss)/income attributable to WTW	$	(98	)	$	1,055
Adjusted for certain items:
Impairment		1,042			—
Amortization		226			263
Restructuring costs		61			68
Transaction and transformation		409			386
Provision for specified litigation matter⁽ⁱⁱⁱ⁾		13			—
Pension settlement		23			—
Loss/(gain) on disposal of operations		337			(43	)
Tax effect on certain items listed above⁽ⁱ⁾		(276	)		(195	)
Tax effect of significant adjustments		(7	)		2
Adjusted Net Income	$	1,730		$	1,536

Weighted-average ordinary shares, diluted^(iv)		102			106

Diluted (Loss)/Earnings Per Share^(iv)	$	(0.96	)	$	9.95
Adjusted for certain items:⁽ⁱⁱ⁾
Impairment		10.20			—
Amortization		2.21			2.48
Restructuring costs		0.60			0.64
Transaction and transformation		4.00			3.64
Provision for specified litigation matter⁽ⁱⁱⁱ⁾		0.13			—
Pension settlement		0.23			—
Loss/(gain) on disposal of operations		3.30			(0.41	)
Tax effect on certain items listed above⁽ⁱ⁾		(2.70	)		(1.84	)
Tax effect of significant adjustments		(0.07	)		0.02
Adjusted Diluted Earnings Per Share⁽ⁱⁱ⁾	$	16.93		$	14.49

⁽ⁱ⁾ The tax effect was calculated using an effective tax rate for each item.
⁽ⁱⁱ⁾ Per share values and totals may differ due to rounding.
⁽ⁱⁱⁱ⁾ Represents a provision related to litigation arising out of a structured insurance program originally placed for a client over 15 years ago. The program is of a type and complexity that was highly bespoke to the client and for that reason is unlikely to be exactly replicated elsewhere. We believe excluding this matter from adjusted results makes results more comparable from period to period and more representative of our core business operations.
^(iv) When there is a net loss attributable to WTW for the period, basic and diluted shares and earnings per share are the same values.

RECONCILIATIONS OF NET INCOME/(LOSS) TO ADJUSTED EBITDA

	Three Months Ended December 31,
	2024				2023

Net Income	$	1,248		41.1%	$	623	21.4%
Provision for income taxes		440				116
Interest expense		66				63
Depreciation		54				58
Amortization		50				60
Restructuring costs		32				38
Transaction and transformation		113				121
Pension settlement		23				—
(Gain)/loss on disposal of operations		(853	)			1
Adjusted EBITDA and Adjusted EBITDA Margin	$	1,173		38.6%	$	1,080	37.1%

	Years Ended December 31,
	2024				2023

Net (Loss)/Income	$	(88	)	(0.9)%	$	1,064		11.2%
Provision for income taxes		192				215
Interest expense		263				235
Impairment		1,042				—
Depreciation		230				242
Amortization		226				263
Restructuring costs		61				68
Transaction and transformation		409				386
Provision for specified litigation matter⁽ⁱ⁾		13				—
Pension settlement		23				—
Loss/(gain) on disposal of operations		337				(43	)
Adjusted EBITDA and Adjusted EBITDA Margin	$	2,708		27.3%	$	2,430		25.6%

⁽ⁱ⁾ Represents a provision related to litigation arising out of a structured insurance program originally placed for a client over 15 years ago. The program is of a type and complexity that was highly bespoke to the client and for that reason is unlikely to be exactly replicated elsewhere. We believe excluding this matter from adjusted results makes results more comparable from period to period and more representative of our core business operations.

RECONCILIATIONS OF INCOME FROM OPERATIONS TO ADJUSTED OPERATING INCOME

	Three Months Ended December 31,
	2024			2023

Income from operations and Operating margin	$	901	29.7%	$	779	26.7%
Adjusted for certain items:
Amortization		50			60
Restructuring costs		32			38
Transaction and transformation		113			121
Adjusted operating income and Adjusted operating income margin	$	1,096	36.1%	$	998	34.2%

	Years Ended December 31,
	2024			2023

Income from operations and Operating margin	$	627	6.3%	$	1,365	14.4%
Adjusted for certain items:
Impairment		1,042			—
Amortization		226			263
Restructuring costs		61			68
Transaction and transformation		409			386
Provision for specified litigation matter⁽ⁱ⁾		13			—
Adjusted operating income and Adjusted operating income margin	$	2,378	23.9%	$	2,082	22.0%

⁽ⁱ⁾ Represents a provision related to litigation arising out of a structured insurance program originally placed for a client over 15 years ago. The program is of a type and complexity that was highly bespoke to the client and for that reason is unlikely to be exactly replicated elsewhere. We believe excluding this matter from adjusted results makes results more comparable from period to period and more representative of our core business operations.

RECONCILIATIONS OF GAAP INCOME TAXES/TAX RATE TO ADJUSTED INCOME TAXES/TAX RATE

	Three Months Ended December 31,
	2024			2023

Income from operations before income taxes	$	1,688		$	739

Adjusted for certain items:
Amortization		50			60
Restructuring costs		32			38
Transaction and transformation		113			121
Pension settlement		23			—
(Gain)/loss on disposal of operations		(853	)		1
Adjusted income before taxes	$	1,053		$	959

Provision for income taxes	$	440		$	116
Tax effect on certain items listed above⁽ⁱⁱ⁾		(216	)		67
Adjusted income taxes	$	224		$	183

U.S. GAAP tax rate		26.0	%		15.7	%
Adjusted income tax rate		21.3	%		19.1	%

	Years Ended December 31,
	2024			2023

Income from operations before income taxes	$	104		$	1,279

Adjusted for certain items:
Impairment		1,042			—
Amortization		226			263
Restructuring costs		61			68
Transaction and transformation		409			386
Provision for specified litigation matter⁽ⁱ⁾		13			—
Pension settlement		23			—
Loss/(gain) on disposal of operations		337			(43	)
Adjusted income before taxes	$	2,215		$	1,953

Provision for income taxes	$	192		$	215
Tax effect on certain items listed above⁽ⁱⁱ⁾		276			195
Tax effect of significant adjustments		7			(2	)
Adjusted income taxes	$	475		$	408

U.S. GAAP tax rate		184.7	%		16.8	%
Adjusted income tax rate		21.5	%		20.9	%

⁽ⁱ⁾ Represents a provision related to litigation arising out of a structured insurance program originally placed for a client over 15 years ago. The program is of a type and complexity that was highly bespoke to the client and for that reason is unlikely to be exactly replicated elsewhere. We believe excluding this matter from adjusted results makes results more comparable from period to period and more representative of our core business operations.
⁽ⁱⁱ⁾ The tax effect was calculated using an effective tax rate for each item.

RECONCILIATION OF CASH FLOWS FROM OPERATING ACTIVITIES TO FREE CASH FLOW

	Years Ended December 31,
	2024			2023

Cash flows from operating activities	$	1,512		$	1,345
Less: Additions to fixed assets and software for internal use		(136	)		(153	)
Free Cash Flow	$	1,376		$	1,192

Revenue	$	9,930		$	9,483
Free Cash Flow Margin		13.9	%		12.6	%

WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY Condensed Consolidated Statements of Income (In millions of U.S. dollars, except per share data) (Unaudited)

	Three Months Ended December 31,						Years Ended December 31,
	2024			2023			2024			2023
Revenue	$	3,035		$	2,914		$	9,930		$	9,483

Costs of providing services
Salaries and benefits		1,367			1,325			5,502			5,344
Other operating expenses		518			533			1,833			1,815
Impairment		—			—			1,042			—
Depreciation		54			58			230			242
Amortization		50			60			226			263
Restructuring costs		32			38			61			68
Transaction and transformation		113			121			409			386
Total costs of providing services		2,134			2,135			9,303			8,118

Income from operations		901			779			627			1,365

Interest expense		(66	)		(63	)		(263	)		(235	)
Other income/(loss), net		853			23			(260	)		149

INCOME FROM OPERATIONS BEFORE INCOME TAXES		1,688			739			104			1,279

Provision for income taxes		(440	)		(116	)		(192	)		(215	)

NET INCOME/(LOSS)		1,248			623			(88	)		1,064

Income attributable to non-controlling interests		(2	)		(1	)		(10	)		(9	)

NET INCOME/(LOSS) ATTRIBUTABLE TO WTW	$	1,246		$	622		$	(98	)	$	1,055

EARNINGS/(LOSS) PER SHARE
Basic earnings/(loss) per share	$	12.32		$	6.02		$	(0.96	)	$	10.01
Diluted earnings/(loss) per share	$	12.25		$	5.97		$	(0.96	)	$	9.95

Weighted-average ordinary shares, basic		101			103			102			105
Weighted-average ordinary shares, diluted		102			104			102			106

WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY Condensed Consolidated Balance Sheets (In millions of U.S. dollars, except share data) (Unaudited)

	December 31,			December 31,
	2024			2023
ASSETS
Cash and cash equivalents	$	1,890		$	1,424
Fiduciary assets		9,504			9,073
Accounts receivable, net		2,494			2,572
Prepaid and other current assets		1,217			364
Total current assets		15,105			13,433
Fixed assets, net		661			720
Goodwill		8,799			10,195
Other intangible assets, net		1,295			2,016
Right-of-use assets		485			565
Pension benefits assets		530			588
Other non-current assets		806			1,573
Total non-current assets		12,576			15,657
TOTAL ASSETS	$	27,681		$	29,090
LIABILITIES AND EQUITY
Fiduciary liabilities	$	9,504		$	9,073
Deferred revenue and accrued expenses		2,211			2,104
Current debt		—			650
Current lease liabilities		118			125
Other current liabilities		793			678
Total current liabilities		12,626			12,630
Long-term debt		5,309			4,567
Liability for pension benefits		615			563
Deferred tax liabilities		45			542
Provision for liabilities		341			365
Long-term lease liabilities		502			592
Other non-current liabilities		226			238
Total non-current liabilities		7,038			6,867
TOTAL LIABILITIES		19,664			19,497
COMMITMENTS AND CONTINGENCIES
EQUITY⁽ⁱ⁾
Additional paid-in capital		10,989			10,910
Retained earnings		109			1,466
Accumulated other comprehensive loss, net of tax		(3,158	)		(2,856	)
Total WTW shareholders’ equity		7,940			9,520
Non-controlling interests		77			73
Total Equity		8,017			9,593
TOTAL LIABILITIES AND EQUITY	$	27,681		$	29,090

________________________
(i) Equity includes (a) Ordinary shares $0.000304635 nominal value; Authorized 1,510,003,775; Issued 99,805,780 (2024) and 102,538,072 (2023); Outstanding 99,805,780 (2024) and 102,538,072 (2023) and (b) Preference shares, $0.000115 nominal value; Authorized 1,000,000,000 and Issued none in 2024 and 2023.

WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY Condensed Consolidated Statements of Cash Flows (In millions of U.S. dollars) (Unaudited)

	Years Ended December 31,
	2024			2023
CASH FLOWS FROM OPERATING ACTIVITIES
NET (LOSS)/INCOME	$	(88	)	$	1,064
Adjustments to reconcile net income to total net cash from operating activities:
Depreciation		230			242
Amortization		226			263
Impairment		1,042			—
Non-cash restructuring charges		41			38
Non-cash lease expense		98			105
Net periodic benefit of defined benefit pension plans		4			(26	)
Provision for doubtful receivables from clients		13			6
Benefit from deferred income taxes		(213	)		(109	)
Share-based compensation		121			125
Net loss/(gain) on disposal of operations		337			(43	)
Non-cash foreign exchange (gain)/loss		(31	)		20
Other, net		58			31
Changes in operating assets and liabilities, net of effects from purchase of subsidiaries:
Accounts receivable		(233	)		(206	)
Other assets		(373	)		(185	)
Other liabilities		301			16
Provisions		(21	)		4
Net cash from operating activities		1,512			1,345

CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES
Additions to fixed assets and software for internal use		(136	)		(153	)
Capitalized software costs		(109	)		(89	)
Acquisitions of operations, net of cash acquired		(107	)		(6	)
Proceeds from sale of operations		619			89
Cash and fiduciary funds transferred in sale of operations		(5	)		(922	)
Purchase of investments		(12	)		(4	)
Net cash from/(used in) investing activities		250			(1,085	)

CASH FLOWS USED IN FINANCING ACTIVITIES
Senior notes issued		746			748
Debt issuance costs		(9	)		(7	)
Repayments of debt		(655	)		(254	)
Repurchase of shares		(901	)		(1,000	)
Net proceeds/(payments) from fiduciary funds held for clients		785			(234	)
Payments of deferred and contingent consideration related to acquisitions		(2	)		(12	)
Cash paid for employee taxes on withholding shares		(56	)		(26	)
Dividends paid		(354	)		(352	)
Acquisitions of and dividends paid to non-controlling interests		(13	)		(63	)
Net cash used in financing activities		(459	)		(1,200	)

INCREASE/(DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH		1,303			(940	)
Effect of exchange rate changes on cash, cash equivalents and restricted cash		(97	)		11
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF PERIOD ⁽ⁱ⁾		3,792			4,721
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD ⁽ⁱ⁾	$	4,998		$	3,792

________________________
(i) The amounts of cash, cash equivalents and restricted cash, their respective classification on the condensed consolidated balance sheets, as well as their respective portions of the increase or decrease in cash, cash equivalents and restricted cash for each of the periods presented have been included in the Supplemental Disclosures of Cash Flow Information section.

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

	Years Ended December 31,
	2024		2023

Supplemental disclosures of cash flow information:
Cash and cash equivalents	$	1,890	$	1,424
Fiduciary funds (included in fiduciary assets)		3,108		2,368
Total cash, cash equivalents and restricted cash	$	4,998	$	3,792

Increase/(decrease) in cash, cash equivalents and other restricted cash	$	510	$	163
Increase/(decrease) in fiduciary funds		793		(1,103	)
Total ⁽ⁱ⁾	$	1,303	$	(940	)

⁽ⁱ⁾ Does not include the effect of exchange rate changes on cash, cash equivalents and restricted cash.

The MIL Network –

February 5, 2025

MIL-OSI: Dassault Systèmes: Strong Q4 results driven by new business acceleration and expanded 3DEXPERIENCE footprint

Source: GlobeNewswire (MIL-OSI)

Press Release

VELIZY-VILLACOUBLAY, France — February 4, 2025

Dassault Systèmes: Strong Q4 results driven by new business acceleration and expanded 3DEXPERIENCE footprint

Dassault Systèmes (Euronext Paris: FR0014003TT8, DSY.PA) today reports its IFRS unaudited estimated financial results for the fourth quarter 2024 and full year ended December 31, 2024. The Group’s Board of Directors approved these estimated results on February 3, 2025. This press release also includes financial information on a non-IFRS basis and reconciliations with IFRS figures in the Appendix.

Summary Highlights¹

(unaudited, non-IFRS unless otherwise noted,
all growth rates in constant currencies)

4Q24: Software revenue accelerated to 9% growth;
4Q24: Top line acceleration driven by new business growth of 13% and 3DEXPERIENCE software revenue up 22%;
4Q24: Operating margin stood at 36.3%, an increase of 70 basis points, with diluted EPS of €0.40, up 11%;
FY24: Total revenue grew to €6.21 billion with software revenue up 6%, operating margin of 31.9% and diluted EPS of €1.28, up 9%;
Initiating guidance for FY25: total revenue growth expected between 6% and 8%, operating margin between 32.6% and 32.9%, up 70-100 basis points, and diluted EPS of €1.36-€1.39;
Revealing 3D UNIV+RSES and their AI-based services.

Dassault Systèmes’ Chief Executive Officer Commentary

Pascal Daloz, Dassault Systèmes’ Chief Executive Officer, commented:

“2024 has been a year of competitive success, driven by the expansion of 3DEXPERIENCE across industries, domains and geographies, and redefining our strategic partnerships with industry leaders such as Volkswagen, Lockheed Martin, Mahindra & Mahindra, Airbus, and Bristol-Myers Squibb.

Key to this success is the relevance of 3DEXPERIENCE combining deep industry knowledge and know-how to help customers enhance their value propositions and empower their teams. This will nurture our future growth and build the foundation for broad cloud adoption.

Building on this strong foundation, we are excited to announce a new era for Dassault Systèmes. We are fully committed to creating UNIV+RSES, a combination of multiple virtual twins, integrating artificial intelligence to connect virtual and real, across all industry solutions. This will unlock new opportunities for our clients and position us as the trusted Global IP Generation and Management Company.”

Dassault Systèmes’ Chief Financial Officer Commentary

(revenue, operating margin and diluted EPS (‘EPS’) growth rates in constant currencies,
data on a non-IFRS basis)

Rouven Bergmann, Dassault Systèmes’ Chief Financial Officer, commented:

“We delivered a strong Q4 in the context of a challenging year, with total revenue up 7%, driven by new business growth of 13% in the quarter. From a product line perspective, this performance was led by Industrial Innovation, up 8%, as a result of the wider adoption of 3DEXPERIENCE, with a focus on manufacturing. At the same time, we saw continued excellent performance in Mainstream Innovation while in Life Sciences, MEDIDATA returned to growth.

Turning to the bottom line, profitability improved in the quarter with an operating margin of 36.3%, up 70 basis points driven by productivity gains, and EPS increased by a strong 11%.

For 2024, software revenue growth was 6% and EPS grew by 9%. Operating cash flow came in at €1.66 billion resulting in a net cash position of €1.46 billion, highlighting our capacity for future investments.

Looking ahead, we are confident in our growth outlook and competitive positioning.

As such, for 2025 we anticipate total revenue growth between 6% and 8%, operating margin expansion of 70-100 basis points and EPS up 7% to 10%.

Lastly, we are delighted to hold our Capital Markets Day this coming June, at our headquarters in Paris where it will be the opportunity to discuss our vision for the next horizon.”

Financial Summary

In millions of Euros, except per share data and percentages	IFRS				IFRS
In millions of Euros, except per share data and percentages	Q4 2024	Q4 2023	Change	Change in constant currencies	YTD 2024	YTD 2023	Change	Change in constant currencies
Total Revenue	1,754.2	1,643.4	7%	7%	6,213.6	5,951.4	4%	5%
Software Revenue	1,601.5	1,476.1	8%	9%	5,613.3	5,360.0	5%	6%
Operating Margin	27.6%	23.2%	+4.3pts		21.9%	20.9%	+1.0pt
Diluted EPS	0.30	0.25	20%		0.90	0.79	14%

In millions of Euros, except per share data and percentages	Non-IFRS				Non-IFRS
In millions of Euros, except per share data and percentages	Q4 2024	Q4 2023	Change	Change in constant currencies	YTD 2024	YTD 2023	Change	Change in constant currencies
Total Revenue	1,754.2	1,643.4	7%	7%	6,213.6	5,951.4	4%	5%
Software Revenue	1,601.5	1,476.1	8%	9%	5,613.3	5,360.0	5%	6%
Operating Margin	36.3%	35.9%	+0.4pt		31.9%	32.4%	(0.4)pt
Diluted EPS	0.40	0.36	9%	11%	1.28	1.20	7%	9%

Fourth Quarter 2024 Versus 2023 Financial Comparisons

(unaudited, IFRS and non-IFRS unless otherwise noted,
all revenue growth rates in constant currencies)

Total Revenue: Total revenue in the fourth quarter grew by 7% to €1.75 billion, and software revenue increased by 9% to €1.60 billion. Subscription & support revenue rose 7%; recurring revenue represented 75% of software revenue. Licenses and other software revenue increased by 15% to €405 million. Services revenue was down 9% to €153 million, during the quarter.
Software Revenue by Geography: Revenue in the Americas increased by 5% to represent 37% of software revenue, led by Aerospace & Defense. Europe (43% of software revenue) grew by 14%, thanks to large deals closed in Aerospace & Defense and Home & Lifestyle. In Asia, revenue increased by 7%, led by Japan and India, while China remained volatile. Asia represented 20% of software revenue at the end of the fourth quarter.
Software Revenue by Product Line:
- Industrial Innovation software revenue increased by 8% to €902 million, driven by strong momentum with 3DEXPERIENCE wins and many strategic competitive displacements, led by DELMIA in manufacturing. Industrial Innovation software represented 56% of software revenue.
- Life Sciences software revenue was flat, at €298 million, accounting for 19% of software revenue. MEDIDATA returned to growth, up 1% in the quarter, highlighting progressive improvement.
- Mainstream Innovation software revenue increased by 17% to €402 million, with SOLIDWORKS achieving its best quarter since 2022 and CENTRIC PLM maintaining strong momentum. Mainstream Innovation represented 25% of software revenue, during the period.

Software Revenue by Industry: Aerospace & Defense, Home & Lifestyle and Industrial Equipment were among the best performers during the quarter.
Key Strategic Drivers: 3DEXPERIENCE software revenue increased by 22% thanks to major deals signings in Aerospace & Defense and Transport & Mobility. 3DEXPERIENCE software revenue represented 46% of 3DEXPERIENCE eligible software revenue. Cloud software revenue grew by 6% and represented 22% of software revenue during the period. Excluding MEDIDATA, Cloud software revenue increased by 19%.
Operating Income and Margin: IFRS operating income rose by 27% at €483 million, as reported. Non-IFRS operating income increased by 9% in constant currencies at €637 million (up 8% as reported). The IFRS operating margin stood at 27.6% compared to 23.2% in the fourth quarter of 2023. The non-IFRS operating margin totaled 36.3% versus 35.9% during the same period last year, up 70 basis points in constant currencies.
Earnings per Share: IFRS diluted EPS was €0.30, up 20% as reported. Non-IFRS diluted EPS grew to €0.40, up 9% as reported, or 11% in constant currencies.

Fiscal 2024 Versus 2023 Financial Comparisons

(unaudited, IFRS and non-IFRS unless otherwise noted,
all revenue growth rates in constant currencies)

Total Revenue: Total revenue grew by 5% to €6.21 billion. Software revenue increased by 6% to €5.61 billion. Subscription and support revenue rose to €4.49 billion up 6%; recurring revenue represented 80% of total software revenue. Licenses and other software revenue grew by 4% to €1.13 billion. Services revenue came at €600 million, up 2%.
Software Revenue by Geography: The Americas increased by 4% and represented 39% of software revenue. Europe rose by 6% and represented 38% of software revenue. Asia grew by 9%, representing 22% of software revenue.
Software Revenue by Product Line:
- Industrial Innovation software revenue was up 5% to €3.02 billion and represented 54% of software revenue. DELMIA, ENOVIA and SIMULIA exhibited the strongest performance.

Life Sciences software revenue decreased by 1% to €1.14 billion, representing 20% of software revenue.
Mainstream Innovation software revenue increased by 13% to €1.45 billion. Mainstream Innovation represented 26% of software revenue.

Software Revenue by Industry: Home & Lifestyle, Aerospace and Defense, High-Tech and Industrial equipment displayed some of the strongest performance.
Key Strategic Drivers: 3DEXPERIENCE software revenue increased by 14%, representing 39% of 3DEXPERIENCE eligible software revenue. Cloud software revenue grew by 7% and represented 24% of software revenue. Excluding MEDIDATA, Cloud software revenue increased by more than 40% versus last year.
Operating Income and Margin: IFRS operating income increased by 9% to €1.36 billion, as reported. Non-IFRS operating income increased by 3% as reported, up 4% in constant currencies, to €1.98 billion. IFRS operating margin totaled 21.9% compared to 20.9% in 2023. The non-IFRS operating margin stood at 31.9% in 2024 compared to 32.4% last year.
Earnings per Share: IFRS diluted EPS was up 14% as reported, to €0.90. Non-IFRS diluted EPS grew by 7% to €1.28, as reported, up 9% in constant currencies.
Cash Flow from Operations (IFRS): Cash flow from operations totaled €1.66 billion, up 6% year over year at reported rate with strong cash conversion and good cash collection, offset by receivables up on higher business activity in the fourth quarter.
Balance Sheet (IFRS): Dassault Systèmes had a net cash position of €1.46 billion as of December 31, 2024, an increase of €0.88 billion, compared to €0.58 billion for the year ending December 31, 2023. Cash and cash equivalents totaled €3.95 billion at the end of December 2024. The movements of the year on cash and cash equivalents include the reimbursement for €700 million of the second tranche of the bond issued by the company in 2019.

Financial Objectives for 2025

Dassault Systèmes’ first quarter and 2025 financial objectives presented below are given on a non-IFRS basis and reflect the principal 2025 currency exchange rate assumptions for the US dollar and Japanese yen as well as the potential impact from additional non-Euro currencies:


		Q1 2025	FY 2025
Total Revenue (billion)		€1.535 – €1.601	€6.550 – €6.650
Growth		2 – 7%	5 – 7%
Growth ex FX		3 – 8%	6 – 8%

Software revenue growth *		3 – 8%	6 – 8%
	Of which licenses and other software revenue growth *	0 – 9%	3 – 5%
	Of which recurring revenue growth *	4 – 8%	7 – 9%
Services revenue growth *		0 – 4%	3 – 6%

Operating Margin		31.0% – 31.1%	32.6% – 32.9%

EPS Diluted		€0.30 – €0.32	€1.36 – €1.39
Growth		2 – 6%	6 – 8%
Growth ex FX		3 – 7%	7 – 10%

US dollar		$1.10 per Euro	$1.10 per Euro
Japanese yen (before hedging)		JPY 155.0 per Euro	JPY 155.0 per Euro
* Growth in Constant Currencies

These objectives are prepared and communicated only on a non-IFRS basis and are subject to the cautionary statement set forth below.

The 2025 non-IFRS financial objectives set forth above do not take into account the following accounting elements below and are estimated based upon the 2025 principal currency exchange rates above: no significant contract liabilities write-downs; share-based compensation expenses, including related social charges, estimated at approximately €161 million (these estimates do not include any new stock option or share grants issued after December 31, 2024); amortization of acquired intangibles and of tangibles reevaluation, estimated at approximately €336 million, largely impacted by the acquisition of MEDIDATA; and lease incentives of acquired companies at approximately €2 million.

The above objectives also do not include any impact from other operating income and expenses, a net principally comprised of acquisition, integration and restructuring expenses, and impairment of goodwill and acquired intangible assets; from one-time items included in financial revenue; from one-time tax effects; and from the income tax effects of these non-IFRS adjustments. Finally, these estimates do not include any new acquisitions or restructuring completed after December 31, 2024.

Corporate Announcements

Today’s Webcast and Conference Call Information

Today, Tuesday, February 4, 2025, Dassault Systèmes will host, from Paris, a webcasted presentation at 9:00 AM London Time / 10:00 AM Paris time, and will then host a conference call at 8:30 AM New York time / 1:30 PM London time / 2:30 PM Paris time. The webcasted presentation and conference calls will be available online by accessing investor.3ds.com.

Additional investor information is available at investor.3ds.com or by calling Dassault Systèmes’ Investor Relations at +33.1.61.62.69.24.

Investor Relations Events

First Quarter 2025 Earnings Release: April 24, 2025
Second Quarter 2025 Earnings Release: July 24, 2025
Third Quarter 2025 Earnings Release: October 23, 2025

Forward-looking Information

Statements herein that are not historical facts but express expectations or objectives for the future, including but not limited to statements regarding the Group’s non-IFRS financial performance objectives are forward-looking statements. Such forward-looking statements are based on Dassault Systèmes management’s current views and assumptions and involve known and unknown risks and uncertainties. Actual results or performances may differ materially from those in such statements due to a range of factors.

The Group’s actual results or performance may be materially negatively affected by numerous risks and uncertainties, as described in the “Risk Factors” section 1.9 of the 2023 Universal Registration Document (‘Document d’enregistrement universel’) filed with the AMF (French Financial Markets Authority) on March 18, 2024, available on the Group’s website www.3ds.com.

In particular, please refer to the risk factor “Uncertain Global Economic Environment” in section 1.9.1.1 of the 2023 Universal Registration Document set out below for ease of reference:

“In light of the uncertainties regarding economic, business, social, health and geopolitical conditions at the global level, Dassault Systèmes’ revenue, net earnings and cash flows may grow more slowly, whether on an annual or quarterly basis, mainly due to the following factors:

the deployment of Dassault Systèmes’ solutions may represent a large portion of a customer’s investments in software technology. Decisions to make such an investment are impacted by the economic environment in which the customers operate. Uncertain global geopolitical, economic and health conditions and the lack of visibility or the lack of financial resources may cause some customers, e.g. within the automotive, aerospace, energy or natural resources industries, to reduce, postpone or terminate their investments, or to reduce or not renew ongoing paid maintenance for their installed base, which impact larger customers’ revenue with their respective sub-contractors;
the political, economic and monetary situation in certain geographic regions where Dassault Systèmes operates could become more volatile and impact Dassault Systèmes’ business, for example, due to stricter export compliance rules or the introduction of new customs tariffs;
continued pressure or volatility on raw materials and energy prices could also slow down Dassault Systèmes’ diversification efforts in new industries;
uncertainties regarding the extent and duration of inflation could adversely affect the financial position of Dassault Systèmes; and
the sales cycle of Dassault Systèmes’ products – already relatively long due to the strategic nature of such investments for customers – could further lengthen.

The occurrence of crises – health and political in particular – could have consequences both for the health and safety of Dassault Systèmes’ employees and for the Company. It could also adversely impact the financial situation or financing and supply capabilities of Dassault Systèmes’ existing and potential customers, commercial and technology partners, some of whom may be forced to temporarily close sites or cease operations. A deteriorating economic environment could generate increased price pressure and affect the collection of receivables, which would negatively impact Dassault Systèmes’ revenue, financial performance and market position.

Dassault Systèmes makes every effort to take into consideration this uncertain macroeconomic outlook. Dassault Systèmes’ business results, however, may not develop as anticipated. Furthermore, due to factors affecting sales of Dassault Systèmes’ products and services, there may be a substantial time lag between an improvement in global economic and business conditions and an upswing in the Company’s business results.

In preparing such forward-looking statements, the Group has in particular assumed an average US dollar to euro exchange rate of US$1.10 per €1.00 as well as an average Japanese yen to euro exchange rate of JPY155.0 to €1.00, before hedging for the first quarter 2025. The Group has assumed an average US dollar to euro exchange rate of US$1.10 per €1.00 as well as an average Japanese yen to euro exchange rate of JPY155.0 to €1.00, before hedging for the full year 2025. However, currency values fluctuate, and the Group’s results may be significantly affected by changes in exchange rates.

Non-IFRS Financial Information

Readers are cautioned that the supplemental non-IFRS financial information presented in this press release is subject to inherent limitations. It is not based on any comprehensive set of accounting rules or principles and should not be considered in isolation from or as a substitute for IFRS measurements. The supplemental non-IFRS financial information should be read only in conjunction with the Company’s consolidated financial statements prepared in accordance with IFRS. Furthermore, the Group’s supplemental non-IFRS financial information may not be comparable to similarly titled “non-IFRS” measures used by other companies. Specific limitations for individual non-IFRS measures are set forth in the Company’s 2024 Universal Registration Document filed with the AMF on March 18, 2024.

In the tables accompanying this press release the Group sets forth its supplemental non-IFRS figures for revenue, operating income, operating margin, net income and diluted earnings per share, which exclude the effect of adjusting the carrying value of acquired companies’ deferred revenue, share-based compensation expense and related social charges, the amortization of acquired intangible assets and of tangibles reevaluation, certain other operating income and expense, net, including impairment of goodwill and acquired intangibles, the effect of adjusting lease incentives of acquired companies, certain one-time items included in financial revenue and other, net, and the income tax effect of the non-IFRS adjustments and certain one-time tax effects. The tables also set forth the most comparable IFRS financial measure and reconciliations of this information with non-IFRS information.

FOR MORE INFORMATION

Dassault Systèmes’ 3DEXPERIENCE platform, 3D design software, 3D Digital Mock Up and Product Lifecycle Management (PLM) solutions: http://www.3ds.com

ABOUT DASSAULT SYSTÈMES

Dassault Systèmes is a catalyst for human progress. Since 1981, the company has pioneered virtual worlds to improve real life for consumers, patients and citizens. With Dassault Systèmes’ 3DEXPERIENCE platform, 350,000 customers of all sizes, in all industries, can collaborate, imagine and create sustainable innovations that drive meaningful impact. For more information, visit www.3ds.com

Dassault Systèmes Investor Relations Team FTI Consulting

Beatrix Martinez: +33 1 61 62 40 73 Arnaud de Cheffontaines: +33 1 47 03 69 48

Jamie Ricketts : +44 20 3727 1600

investors@3ds.com

Dassault Systèmes Press Contacts

Corporate / France Arnaud MALHERBE

arnaud.malherbe@3ds.com

+33 (0)1 61 62 87 73

© Dassault Systèmes. All rights reserved. 3DEXPERIENCE, the 3DS logo, the Compass icon, IFWE, 3DEXCITE, 3DVIA, BIOVIA, CATIA, CENTRIC PLM, DELMIA, ENOVIA, GEOVIA, MEDIDATA, NETVIBES, OUTSCALE, SIMULIA and SOLIDWORKS are commercial trademarks or registered trademarks of Dassault Systèmes, a European company (Societas Europaea) incorporated under French law, and registered with the Versailles trade and companies registry under number 322 306 440, or its subsidiaries in the United States and/or other countries. All other trademarks are owned by their respective owners. Use of any Dassault Systèmes or its subsidiaries trademarks is subject to their express written approval.

APPENDIX TABLE OF CONTENTS

Due to rounding, numbers presented throughout this and other documents may not add up precisely to the totals provided and percentages may not precisely reflect the absolute figures.

Glossary of Definitions

Non-IFRS Financial Information

Acquisitions and Foreign Exchange Impact

Condensed consolidated statements of income

Condensed consolidated balance sheet

Condensed consolidated cash flow statement

IFRS – non-IFRS reconciliation

DASSAULT SYSTÈMES – Glossary of Definitions

Information in Constant Currencies

Dassault Systèmes has followed a long-standing policy of measuring its revenue performance and setting its revenue objectives exclusive of currency in order to measure in a transparent manner the underlying level of improvement in its total revenue and software revenue by activity, industry, geography and product lines. The Group believes it is helpful to evaluate its growth exclusive of currency impacts, particularly to help understand revenue trends in its business. Therefore, the Group provides percentage increases or decreases in its revenue and expenses (in both IFRS as well as non-IFRS) to eliminate the effect of changes in currency values, particularly the U.S. dollar and the Japanese yen, relative to the euro. When trend information is expressed “in constant currencies”, the results of the “prior” period have first been recalculated using the average exchange rates of the comparable period in the current year, and then compared with the results of the comparable period in the current year.

While constant currency calculations are not considered to be an IFRS measure, the Group believes these measures are critical to understanding its global revenue results and to compare with many of its competitors who report their financial results in U.S. dollars. Therefore, Dassault Systèmes includes this calculation for comparing IFRS revenue figures as well non-IFRS revenue figures for comparable periods. All information at constant exchange rates is expressed as a rounded percentage and therefore may not precisely reflect the absolute figures.

Information on Growth excluding acquisitions (“organic growth”)

In addition to financial indicators on the entire Group’s scope, Dassault Systèmes provides growth excluding acquisitions effect, also named organic growth. In order to do so, the data relating to the scope is restated excluding acquisitions, from the date of the transaction, over a period of 12 months.

Information on Industrial Sectors

The Group provides broad end-to-end software solutions and services: its platform-based virtual twin experiences combine modeling, simulation, data science and collaborative innovation to support companies in the three sectors it serves, namely Manufacturing Industries, Life Sciences & Healthcare, and Infrastructure & Cities.

These three sectors comprise twelve industries:

Manufacturing Industries: Transportation & Mobility; Aerospace & Defense; Marine & Offshore; Industrial Equipment; High-Tech; Home & Lifestyle; Consumer Packaged Goods – Retail. In Manufacturing Industries, Dassault Systèmes helps customers virtualize their operations, improve data sharing and collaboration across their organization, reduce costs and time-to-market, and become more sustainable;
Life Sciences & Healthcare: Life Sciences & Healthcare. In this sector, the Group aims to address the entire cycle of the patient journey to lead the way toward precision medicine. To reach the broader healthcare ecosystem from research to commercial, the Group’s solutions connect all elements from molecule development to prevention to care, and combine new therapeutics, med practices, and Medtech;
Infrastructure & Cities: Infrastructure, Energy & Materials; Architecture, Engineering & Construction; Business Services; Cities & Public Services. In Infrastructure & Cities, the Group supports the virtualization of the sector in making its industries more efficient and sustainable, and creating desirable living environments.

Information on Product Lines

The Group’s product lines financial reporting include the following financial information:

Industrial Innovation software revenue, which includes CATIA, ENOVIA, SIMULIA, DELMIA, GEOVIA, NETVIBES, and 3DEXCITE brands;
Life Sciences software revenue, which includes MEDIDATA and BIOVIA brands;
Mainstream Innovation software revenue which includes its CENTRIC PLM and 3DVIA brands, as well as its 3DEXPERIENCE WORKS family which includes the SOLIDWORKS brand.

Starting from 2022, OUTSCALE became a brand of the Group, extending the portfolio of software applications. As the first sovereign and sustainable operator on the cloud, OUTSCALE enables governments and corporations from all sectors to achieve digital autonomy through a Cloud experience and with a world-class cyber governance.

GEOs

Eleven GEOs are responsible for driving development of the Company’s business and implementing its customer‑centric engagement model. Teams leverage strong networks of local customers, users, partners, and influencers.

These GEOs are structured into three groups:

the “Americas” group, made of two GEO’s;
the “Europe” group, comprising Europe, Middle East and Africa (EMEA) and made of four GEO’s;
the “Asia” group, comprising Asia and Oceania and made of five GEO’s.

3DEXPERIENCE Software Contribution

To measure the relative share of 3DEXPERIENCE software in its revenues, Dassault Systèmes uses the following ratio: for software revenue, the Group calculates the percentage contribution by comparing total 3DEXPERIENCE software revenue to software revenue for all product lines except SOLIDWORKS, MEDIDATA, CENTRIC PLM and other acquisitions (defined as “3DEXPERIENCE Eligible software revenue”).

Cloud revenue

Cloud revenues correspond to revenue generated through a catalog of cloud-based solutions, infrastructure as a service, cloud solution development and cloud managed services. They are delivered by Dassault Systèmes via a cloud infrastructure hosted by Dassault Systèmes, or by third party providers of cloud computing infrastructure services. These offerings are available through different deployment methods: Dedicated cloud, Sovereign cloud and International cloud. Cloud solutions are generally offered through subscriptions models or perpetual licenses with support and hosting services.

New business

New business is the combination of subscription revenue and licenses & other software revenue.

DASSAULT SYSTÈMES

NON-IFRS FINANCIAL INFORMATION

(unaudited; in millions of Euros, except per share data, percentages, headcount and exchange rates)

Non-IFRS key figures exclude the effects of adjusting the carrying value of acquired companies’ contract liabilities (deferred revenue), share-based compensation expense, including related social charges, amortization of acquired intangible assets and of tangible assets revaluation, lease incentives of acquired companies, other operating income and expense, net, including the acquisition, integration and restructuring expenses, and impairment of goodwill and acquired intangible assets, certain one-time items included in financial loss, net, certain one-time tax effects and the income tax effects of these non-IFRS adjustments.

Comparable IFRS financial information and a reconciliation of the IFRS and non-IFRS measures are set forth in the separate tables within this Attachment.

In millions of Euros, except per share data, percentages, headcount and exchange rates	Non-IFRS reported
	Three months ended				Twelve months ended
	December 31, 2024	December 31, 2023	Change	Change in constant currencies	December 31, 2024	December 31, 2023	Change	Change in constant currencies
Total Revenue	€ 1,754.2	€ 1,643.4	7%	7%	€ 6,213.6	€ 5,951.4	4%	5%

Revenue breakdown by activity
Software revenue	1,601.5	1,476.1	8%	9%	5,613.3	5,360.0	5%	6%
Of which licenses and other software revenue	405.4	351.9	15%	15%	1,125.2	1,087.6	3%	4%
Of which subscription and support revenue	1,196.1	1,124.3	6%	7%	4,488.1	4,272.4	5%	6%
Services revenue	152.8	167.3	(9)%	(9)%	600.3	591.4	2%	2%

Software revenue breakdown by product line
Industrial Innovation	901.8	837.3	8%	8%	3,019.6	2,908.0	4%	5%
Life Sciences	297.7	295.1	1%	0%	1,144.2	1,158.9	(1)%	(1)%
Mainstream Innovation	402.0	343.7	17%	17%	1,449.4	1,293.2	12%	13%

Software Revenue breakdown by geography
Americas	595.0	566.7	5%	5%	2,214.7	2,141.9	3%	4%
Europe	685.0	601.1	14%	14%	2,150.4	2,027.3	6%	6%
Asia	321.4	308.4	4%	7%	1,248.1	1,190.8	5%	9%

Operating income	€ 636.8	€ 589.8	8%		€ 1,983.7	€ 1,925.6	3%
Operating margin	36.3%	35.9%			31.9%	32.4%

Net income attributable to shareholders	€ 530.7	€ 487.2	9%		€ 1,705.1	€ 1,597.9	7%
Diluted earnings per share	€ 0.40	€ 0.36	9%	11%	€ 1.28	€ 1.20	7%	9%

Closing headcount	26,026	25,573	2%		26,026	25,573	2%

Average Rate USD per Euro	1.07	1.08	(1)%		1.08	1.08	0%
Average Rate JPY per Euro	162.55	159.12	2%		163.85	151.99	8%

DASSAULT SYSTÈMES

ACQUISITIONS AND FOREIGN EXCHANGE IMPACT

(unaudited; in millions of Euros)

In millions of Euros	Non-IFRS reported			o/w growth at constant rate and scope	o/w change of scope impact at current year rate	o/w FX impact on previous year figures
In millions of Euros	December 31, 2024	December 31, 2023	Change	o/w growth at constant rate and scope	o/w change of scope impact at current year rate	o/w FX impact on previous year figures
Revenue QTD	1,754.2	1,643.4	110.9	111.8	0.6	(1.6)
Revenue YTD	6,213.6	5,951.4	262.2	302.0	2.2	(42.0)

DASSAULT SYSTÈMES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(unaudited; in millions of Euros, except per share data and percentages)

In millions of Euros, except per share data and percentages	IFRS reported
	Three months ended		Twelve months ended
	December 31,	December 31,	December 31,	December 31,
	2024	2023	2024	2023
Licenses and other software revenue	405.4	351.9	1,125.2	1,087.6
Subscription and Support revenue	1,196.1	1,124.3	4,488.1	4,272.4
Software revenue	1,601.5	1,476.1	5,613.3	5,360.0
Services revenue	152.8	167.3	600.3	591.4
Total Revenue	€ 1,754.2	€ 1,643.4	€ 6,213.6	€ 5,951.4
Cost of software revenue ⁽¹⁾	(134.1)	(124.9)	(498.5)	(453.9)
Cost of services revenue	(132.7)	(131.0)	(517.8)	(517.1)
Research and development expenses	(327.7)	(317.5)	(1,286.2)	(1,228.3)
Marketing and sales expenses	(456.6)	(429.3)	(1,704.3)	(1,624.5)
General and administrative expenses	(136.4)	(124.8)	(470.5)	(450.6)
Amortization of acquired intangible assets and of tangible assets revaluation	(87.5)	(94.9)	(361.6)	(378.9)
Other operating income and expense, net	4.2	(39.5)	(15.0)	(56.2)
Total Operating Expenses	(1,270.9)	(1,261.8)	(4,854.0)	(4,709.5)
Operating Income	€ 483.4	€ 381.6	€ 1,359.6	€ 1,241.9
Financial income (loss), net	22.9	27.8	118.4	59.0
Income before income taxes	€ 506.3	€ 409.4	€ 1,478.0	€ 1,300.9
Income tax expense	(95.4)	(79.1)	(279.9)	(250.7)
Net Income	€ 410.9	€ 330.3	€ 1,198.1	€ 1,050.2
Non-controlling interest	1.1	(0.3)	2.1	0.7
Net Income attributable to equity holders of the parent	€ 412.0	€ 330.0	€ 1,200.2	€ 1,050.9
Basic earnings per share	0.31	0.25	0.91	0.80
Diluted earnings per share	€ 0.30	€ 0.25	€ 0.90	€ 0.79
Basic weighted average shares outstanding (in millions)	1,312.7	1,314.1	1,313.3	1,315.1
Diluted weighted average shares outstanding (in millions)	1,330.0	1,336.6	1,333.4	1,336.8

⁽¹⁾ Excluding amortization of acquired intangible assets and of tangible assets revaluation.

IFRS reported	Three months ended December 31, 2024		Twelve months ended December 31, 2024
IFRS reported	Change ⁽²⁾	Change in constant currencies	Change ⁽²⁾	Change in constant currencies
Total Revenue	7%	7%	4%	5%
Revenue by activity
Software revenue	8%	9%	5%	6%
Services revenue	(9)%	(9)%	2%	2%
Software Revenue by product line
Industrial Innovation	8%	8%	4%	5%
Life Sciences	1%	0%	(1)%	(1)%
Mainstream Innovation	17%	17%	12%	13%
Software Revenue by geography
Americas	5%	5%	3%	4%
Europe	14%	14%	6%	6%
Asia	4%	7%	5%	9%

⁽²⁾ Variation compared to the same period in the prior year.

DASSAULT SYSTÈMES

CONDENSED CONSOLIDATED BALANCE SHEET

(unaudited; in millions of Euros)

In millions of Euros	IFRS reported
	December 31,	December 31,
	2024	2023
ASSETS
Cash and cash equivalents	3,952.6	3,568.3
Trade accounts receivable, net	2,120.9	1,707.9
Contract assets	30.1	26.8
Other current assets	464.0	477.1
Total current assets	6,567.6	5,780.1
Property and equipment, net	945.8	882.8
Goodwill and Intangible assets, net	7,687.1	7,647.0
Other non-current assets	345.5	312.5
Total non-current assets	8,978.3	8,842.3
Total Assets	€ 15,545.9	€ 14,622.5
LIABILITIES
Trade accounts payable	259.9	230.5
Contract liabilities	1,663.4	1,479.3
Borrowings, current	450.8	950.1
Other current liabilities	1,147.4	901.0
Total current liabilities	3,521.5	3,561.0
Borrowings, non-current	2,042.8	2,040.6
Other non-current liabilities	900.9	1,174.8
Total non-current liabilities	2,943.7	3,215.4
Non-controlling interests	14.1	11.9
Parent shareholders’ equity	9,066.6	7,834.1
Total Liabilities	€ 15,545.9	€ 14,622.5

DASSAULT SYSTÈMES

CONDENSED CONSOLIDATED CASH FLOW STATEMENT

(unaudited; in millions of Euros)

In millions of Euros	IFRS reported
	Three months ended			Twelve months ended
	December 31,	December 31,	Change	December 31,	December 31,	Change
	2024	2023	Change	2024	2023	Change
Net income attributable to equity holders of the parent	412.0	330.0	82.0	1,200.2	1,050.9	149.3
Non-controlling interest	(1.1)	0.3	(1.4)	(2.1)	(0.7)	(1.4)
Net income	410.9	330.3	80.6	1,198.1	1,050.2	147.9
Depreciation of property and equipment	49.7	44.0	5.7	191.9	182.4	9.4
Amortization of intangible assets	89.4	96.8	(7.4)	369.1	387.1	(18.0)
Adjustments for other non-cash items	(75.9)	(48.8)	(27.0)	37.7	74.7	(37.0)
Changes in working capital	(162.1)	(128.8)	(33.3)	(137.0)	(129.2)	(7.7)
Net Cash From Operating Activities	€ 312.0	€ 293.4	€ 18.6	€ 1,659.8	€ 1,565.2	€ 94.6

Additions to property, equipment and intangibles assets	(49.1)	(42.5)	(6.6)	(193.4)	(145.3)	(48.1)
Payment for acquisition of businesses, net of cash acquired	(4.2)	(0.5)	(3.8)	(22.5)	(16.1)	(6.4)
Other	0.3	0.1	0.1	24.1	(0.3)	24.4
Net Cash Provided by (Used in) Investing Activities	€ (53.1)	€ (42.9)	€ (10.2)	€ (191.7)	€ (161.6)	€ (30.1)

Proceeds from exercise of stock options	4.4	28.5	(24.1)	48.4	67.0	(18.6)
Cash dividends paid	–	0.0	(0.0)	(302.7)	(276.2)	(26.4)
Repurchase and sale of treasury stock	(0.5)	10.6	(11.1)	(374.0)	(375.4)	1.4
Capital increase	–	(0.0)	0.0	–	146.1	(146.1)
Acquisition of non-controlling interests	(0.0)	(0.1)	0.1	(3.3)	(0.9)	(2.4)
Proceeds from borrowings	–	0.0	(0.0)	200.2	20.3	179.9
Repayment of borrowings	(100.0)	0.1	(100.0)	(700.9)	(28.1)	(672.7)
Repayment of lease liabilities	(18.7)	(26.3)	7.7	(79.7)	(89.4)	9.7
Net Cash Provided by (Used in) Financing Activities	€ (114.8)	€ 12.7	€ (127.5)	€ (1,211.9)	€ (536.7)	€ (675.2)

Effect of exchange rate changes on cash and cash equivalents	150.8	(63.2)	213.9	128.2	(67.5)	195.7

Increase (decrease) in cash and cash equivalents	€ 294.9	€ 200.1	€ 94.8	€ 384.3	€ 799.3	€ (415.0)

Cash and cash equivalents at beginning of period	€ 3,657.7	€ 3,368.1		€ 3,568.3	€ 2,769.0
Cash and cash equivalents at end of period	€ 3,952.6	€ 3,568.3		€ 3,952.6	€ 3,568.3

DASSAULT SYSTÈMES
SUPPLEMENTAL NON-IFRS FINANCIAL INFORMATION
IFRS – NON-IFRS RECONCILIATION
(unaudited; in millions of Euros, except per share data and percentages)

Readers are cautioned that the supplemental non-IFRS information presented in this press release is subject to inherent limitations. It is not based on any comprehensive set of accounting rules or principles and should not be considered as a substitute for IFRS measurements. Also, the Group’s supplemental non-IFRS financial information may not be comparable to similarly titled “non-IFRS” measures used by other companies. Further specific limitations for individual non-IFRS measures, and the reasons for presenting non-IFRS financial information, are set forth in the Group’s Document d’Enregistrement Universel for the year ended December 31, 2023 filed with the AMF on March 18, 2024. To compensate for these limitations, the supplemental non-IFRS financial information should be read not in isolation, but only in conjunction with the Group’s consolidated financial statements prepared in accordance with IFRS.

In millions of Euros, except per share data and percentages	Three months ended December 31,						Change
	2024	Adjustment⁽¹⁾	2024	2023	Adjustment⁽¹⁾	2023	IFRS	Non-IFRS⁽²⁾
	IFRS	Adjustment⁽¹⁾	Non-IFRS	IFRS	Adjustment⁽¹⁾	Non-IFRS	IFRS	Non-IFRS⁽²⁾
Total Revenue	€ 1,754.2	–	€ 1,754.2	€ 1,643.4	–	€ 1,643.4	7%	7%
Revenue breakdown by activity
Software revenue	1,601.5	–	1,601.5	1,476.1	–	1,476.1	8%	8%
Licenses and other software revenue	405.4	–	405.4	351.9	–	351.9	15%	15%
Subscription and Support revenue	1,196.1	–	1,196.1	1,124.3	–	1,124.3	6%	6%
Recurring portion of Software revenue	75%		75%	76%		76%
Services revenue	152.8	–	152.8	167.3	–	167.3	(9)%	(9)%
Software Revenue breakdown by product line
Industrial Innovation	901.8	–	901.8	837.3	–	837.3	8%	8%
Life Sciences	297.7	–	297.7	295.1	–	295.1	1%	1%
Mainstream Innovation	402.0	–	402.0	343.7	–	343.7	17%	17%
Software Revenue breakdown by geography
Americas	595.0	–	595.0	566.7	–	566.7	5%	5%
Europe	685.0	–	685.0	601.1	–	601.1	14%	14%
Asia	321.4	–	321.4	308.4	–	308.4	4%	4%
Total Operating Expenses	€ (1,270.9)	€ 153.4	€ (1,117.5)	€ (1,261.8)	€ 208.2	€ (1,053.6)	1%	6%
Share-based compensation expense and related social charges	(69.7)	69.7	–	(73.2)	73.2	–
Amortization of acquired intangible assets and of tangible assets revaluation	(87.5)	87.5	–	(94.9)	94.9	–
Lease incentives of acquired companies	(0.4)	0.4	–	(0.7)	0.7	–
Other operating income and expense, net	4.2	(4.2)	–	(39.5)	39.5	–
Operating Income	€ 483.4	€ 153.4	€ 636.8	€ 381.6	€ 208.2	€ 589.8	27%	8%
Operating Margin	27.6%		36.3%	23.2%		35.9%
Financial income (loss), net	22.9	1.1	24.0	27.8	1.0	28.8	(18)%	(17)%
Income tax expense	(95.4)	(33.2)	(128.6)	(79.1)	(51.3)	(130.4)	21%	(1)%
Non-controlling interest	1.1	(2.6)	(1.5)	(0.3)	(0.7)	(1.0)	N/A	53%
Net Income attributable to shareholders	€ 412.0	€ 118.7	€ 530.7	€ 330.0	€ 157.2	€ 487.2	25%	9%
Diluted Earnings Per Share ⁽³⁾	€ 0.30	€ 0.10	€ 0.40	€ 0.25	€ 0.12	€ 0.36	20%	9%

⁽¹⁾ In the reconciliation schedule above, (i) all adjustments to IFRS revenue data reflect the exclusion of the effect of adjusting the carrying value of acquired companies’ contract liabilities (deferred revenue); (ii) adjustments to IFRS operating expense data reflect the exclusion of the amortization of acquired intangible assets and of tangible assets revaluation, share-based compensation expense, including related social charges, lease incentives of acquired companies, as detailed below, and other operating income and expense, net including acquisition, integration and restructuring expenses, and impairment of goodwill and acquired intangible assets; (iii) adjustments to IFRS financial loss, net reflect the exclusion of certain one-time items included in financial loss, net, and; (iv) all adjustments to IFRS income data reflect the combined effect of these adjustments, plus with respect to net income and diluted earnings per share, certain one-time tax effects and the income tax effect of the non-IFRS adjustments.

In millions of Euros, except percentages	Three months ended December 31,								Change
In millions of Euros, except percentages	2024 IFRS	Share-based compensation expense and related social charges	Lease incentives of acquired companies	2024 Non-IFRS	2023 IFRS	Share-based compensation expense and related social charges	Lease incentives of acquired companies	2023 Non-IFRS	IFRS	Non- IFRS
Cost of revenue	(266.9)	5.0	0.1	(261.8)	(255.9)	3.6	0.2	(252.1)	4%	4%
Research and development expenses	(327.7)	18.2	0.2	(309.3)	(317.5)	28.5	0.3	(288.7)	3%	7%
Marketing and sales expenses	(456.6)	25.1	0.1	(431.4)	(429.3)	20.9	0.1	(408.3)	6%	6%
General and administrative expenses	(136.4)	21.4	0.0	(115.0)	(124.8)	20.2	0.0	(104.5)	9%	10%
Total		€ 69.7	€ 0.4			€ 73.2	€ 0.7

⁽²⁾ The non-IFRS percentage increase (decrease) compares non-IFRS measures for the two different periods. In the event there is non-IFRS adjustment to the relevant measure for only one of the periods under comparison, the non-IFRS increase (decrease) compares the non-IFRS measure to the relevant IFRS measure.
⁽³⁾ Based on a weighted average 1,330.0 million diluted shares for Q4 2024 and 1,336.6 million diluted shares for Q4 2023, and, for IFRS only, a diluted net income attributable to the sharehorlders of € 394.7 million for Q4 2024 (€ 330.0 million for Q4 2023). The Diluted net income attributable to equity holders of the Group corresponds to the Net Income attributable to equity holders of the Group adjusted by the impact of the share-based compensation plans to be settled either in cash or in shares at the option of the Group.

DASSAULT SYSTÈMES
SUPPLEMENTAL NON-IFRS FINANCIAL INFORMATION
IFRS – NON-IFRS RECONCILIATION
(unaudited; in millions of Euros, except per share data and percentages)

Readers are cautioned that the supplemental non-IFRS information presented in this press release is subject to inherent limitations. It is not based on any comprehensive set of accounting rules or principles and should not be considered as a substitute for IFRS measurements. Also, the Group’s supplemental non-IFRS financial information may not be comparable to similarly titled “non-IFRS” measures used by other companies. Further specific limitations for individual non-IFRS measures, and the reasons for presenting non-IFRS financial information, are set forth in the Group’s Document d’Enregistrement Universel for the year ended December 31, 2023 filed with the AMF on March 18, 2024. To compensate for these limitations, the supplemental non-IFRS financial information should be read not in isolation, but only in conjunction with the Group’s consolidated financial statements prepared in accordance with IFRS.

In millions of Euros, except per share data and percentages	Twelve months ended December 31,						Change
	2024	Adjustment⁽¹⁾	2024	2023	Adjustment⁽¹⁾	2023	IFRS	Non-IFRS⁽²⁾
	IFRS	Adjustment⁽¹⁾	Non-IFRS	IFRS	Adjustment⁽¹⁾	Non-IFRS	IFRS	Non-IFRS⁽²⁾
Total Revenue	€ 6,213.6		€ 6,213.6	€ 5,951.4	–	€ 5,951.4	4%	4%
Revenue breakdown by activity
Software revenue	5,613.3		5,613.3	5,360.0	–	5,360.0	5%	5%
Licenses and other software revenue	1,125.2	–	1,125.2	1,087.6	–	1,087.6	3%	3%
Subscription and Support revenue	4,488.1		4,488.1	4,272.4	–	4,272.4	5%	5%
Recurring portion of Software revenue	80%		80%	80%		80%
Services revenue	600.3	–	600.3	591.4	–	591.4	2%	2%
Software Revenue breakdown by product line
Industrial Innovation	3,019.6	–	3,019.6	2,908.0	–	2,908.0	4%	4%
Life Sciences	1,144.2	–	1,144.2	1,158.9	–	1,158.9	(1)%	(1)%
Mainstream Innovation	1,449.4	–	1,449.4	1,293.2	–	1,293.2	12%	12%
Software Revenue breakdown by geography
Americas	2,214.7		2,214.7	2,141.9	–	2,141.9	3%	3%
Europe	2,150.4	–	2,150.4	2,027.3	–	2,027.3	6%	6%
Asia	1,248.1	–	1,248.1	1,190.8	–	1,190.8	5%	5%
Total Operating Expenses	€ (4,854.0)	€ 624.2	€ (4,229.8)	€ (4,709.5)	€ 683.7	€ (4,025.8)	3%	5%
Share-based compensation expense and related social charges	(245.6)	245.6	–	(245.8)	245.8	–
Amortization of acquired intangible assets and of tangible assets revaluation	(361.6)	361.6	–	(378.9)	378.9	–
Lease incentives of acquired companies	(1.9)	1.9	–	(2.8)	2.8	–
Other operating income and expense, net	(15.0)	15.0	–	(56.2)	56.2	–
Operating Income	€ 1,359.6	€ 624.2	€ 1,983.7	€ 1,241.9	€ 683.7	€ 1,925.6	9%	3%
Operating Margin	21.9%		31.9%	20.9%		32.4%
Financial income (loss), net	118.4	3.2	121.6	59.0	29.3	88.2	101%	38%
Income tax expense	(279.9)	(117.0)	(396.8)	(250.7)	(164.1)	(414.8)	12%	(4)%
Non-controlling interest	2.1	(5.5)	(3.4)	0.7	(1.9)	(1.2)	190%	187%
Net Income attributable to shareholders	€ 1,200.2	€ 504.9	€ 1,705.1	€ 1,050.9	€ 546.9	€ 1,597.9	14%	7%
Diluted Earnings Per Share ⁽³⁾	€ 0.90	€ 0.38	€ 1.28	€ 0.79	€ 0.41	€ 1.20	14%	7%

⁽¹⁾ In the reconciliation schedule above, (i) all adjustments to IFRS revenue data reflect the exclusion of the effect of adjusting the carrying value of acquired companies’ contract liabilities (deferred revenue); (ii) adjustments to IFRS operating expense data reflect the exclusion of the amortization of acquired intangible assets and of tangible assets revaluation, share-based compensation expense, including related social charges, lease incentives of acquired companies, as detailed below, and other operating income and expense, net including acquisition, integration and restructuring expenses, and impairment of goodwill and acquired intangible assets; (iii) adjustments to IFRS financial loss, net reflect the exclusion of certain one-time items included in financial loss, net, and; (iv) all adjustments to IFRS income data reflect the combined effect of these adjustments, plus with respect to net income and diluted earnings per share, certain one-time tax effects and the income tax effect of the non-IFRS adjustments.

In millions of Euros, except percentages	Twelve months ended December 31,								Change
In millions of Euros, except percentages	2024 IFRS	Share-based compensation expense and related social charges	Lease incentives of acquired companies	2024 Non-IFRS	2023 IFRS	Share-based compensation expense and related social charges	Lease incentives of acquired companies	2023 Non-IFRS	IFRS	Non- IFRS
Cost of revenue	(1,016.3)	16.2	0.5	(999.5)	(971.0)	15.7	0.8	(954.4)	5%	5%
Research and development expenses	(1,286.2)	76.9	0.9	(1,208.4)	(1,228.3)	94.4	1.3	(1,132.6)	5%	7%
Marketing and sales expenses	(1,704.3)	80.8	0.3	(1,623.3)	(1,624.5)	73.6	0.5	(1,550.4)	5%	5%
General and administrative expenses	(470.5)	71.7	0.2	(398.7)	(450.6)	62.2	0.2	(388.3)	4%	3%
Total		€ 245.6	€ 1.9			€ 245.8	€ 2.8

⁽²⁾ The non-IFRS percentage increase (decrease) compares non-IFRS measures for the two different periods. In the event there is non-IFRS adjustment to the relevant measure for only one of the periods under comparison, the non-IFRS increase (decrease) compares the non-IFRS measure to the relevant IFRS measure.
⁽³⁾ Based on a weighted average 1,333.4 million diluted shares for YTD 2024 and 1,336.8 million diluted shares for YTD 2023.

1 IFRS figures for 4Q24: total revenue at €1.75 billion, operating margin of 27.6% and diluted EPS at €0.30; IFRS figures for FY24: total revenue at €6.21 billion, operating margin of 21.9% and diluted EPS at €0.90.

Attachment

Dassault Systèmes: Strong Q4 results driven by new business acceleration and expanded 3DEXPERIENCE footprint

The MIL Network –

February 4, 2025

MIL-OSI: Amundi: Fourth quarter & Full-year 2024 results

Source: GlobeNewswire (MIL-OSI)

Amundi: Fourth quarter & Full-year 2024 results

Record 2024 net income^1,2at €1.4 billion

Results at the highest historical level		2024 adjusted net income¹^,² of €1,382m, up sharply: +13% vs. 2023 Thanks to Revenue growth (+9%) and improvement of the Cost-to-income ratio to 52.5%² Earnings per share²: €6.75 Q4 2024 – adjusted net income¹^,²€377m, up +20% Q4/Q4 Dividend proposed to the Annual General Meeting of 27 May 2025 at €4.25 per share

2024 net inflows multiplied by 2 compared to 2023		Assets under management³at a new record of €2,240bn at end-2024, +10% year-on-year Net inflows³+€55bn over the year, of which +€34bn in medium to long term assets excl. JVs Q4 net inflows +€20bn, incl. +€18bn in medium to long term assets, record ETF inflows: +€11bn Amundi Technology: strong revenue growth and acquisition of aixigo

Major advances of the plan Ambitions 2025		AuM targets achieved one year ahead of schedule for Third-Party Distribution and Passive Management Net income²: +6.1% average annual growth 2021-24, above the Ambitions 2025 target 2024 Cost/income ratio² already on 2025 target 3 value-creating external growth operations, in line with strategic and financial objectives ESG Ambitions 2025 plan on track

Paris, 4 February 2025
Amundi’s Board of Directors met on 3 February 2025 under the chairmanship of Philippe Brassac, and approved the financial statements for the fourth quarter and full year 2024.

Valérie Baudson, Chief Executive Officer, said:
“2024 was a record year for Amundi, both in terms of results and activity. Our net income has reached €1.4bn and our net inflows have doubled compared to 2023.
Our assets under management are at an all-time high, at more than €2.2tn, thanks to very dynamic inflows in several strategic areas, such as third-party distributors, ETFs and Asia. We have also confirmed and expanded our leading position in fixed income strategies. The success of our technological services offer was also strengthened.
Finally, we carried out three external growth operations. They accelerate our development and create value for our clients and shareholders.
This commercial performance translated into record results, both for the year and in the fourth quarter. Our cost/income ratio, at the best level in the industry, is already in line with our 2025 target. This strong financial performance allows us to propose an increased dividend, offering an attractive return for our shareholders.
2024 marks an acceleration of the diversification that was initiated with the plan Ambitions 2025, several objectives of which have already been achieved, one year ahead of schedule.
Close to our clients and attentive to their needs, we are very well positioned on the mega-trends of the savings industry. This makes us confident about our future growth. »

* * * * *

Accelerating diversification on industry mega-trends

In 2024, the strategic priorities of the plan Ambitions 2025 contributed significantly to the growth of activity and results. They ideally position Amundi on the key growth drivers of the savings industry.

Third-Party Distribution delivered strong growth in its assets under management, +27% year-on-year to €401bn at the end of December and at the objective of the plan Ambitions 2025, one year ahead of schedule; Third-Party Distribution now represents 57% of Retail segment’s assets under management; 2024 net inflows of +€32bn were at an all-time high, highly diversified across all regions and asset classes: +€5bn in active management, +€18bn in ETFs and +€9bn in treasury products; Q4 was the strongest quarter for inflows in history, at +€13bn, with the same dominance as for the year; 12 new partnerships with digital players were signed in 2024 (BourseDirect, Scalable, Moneyfarm, etc.), bringing to 45 the number of partnerships with this type of player, in Europe and Asia;
ETFs⁴ reached €268bn in assets under management at the end of December, up +30% year-on-year, driven by record net inflows of +€27.8bn for the year, including +€10.5bn in Q4, diversified by client segments and between equity and fixed income products; these inflows were driven by the success of the US and global equity ranges, in particular the S&P500 ETF, innovative products such as the Amundi MSCI US Mega Cap and ex Mega Cap, as well as the Amundi Prime All Country World UCIT ETF, which has gathered more than +€2bn in 9 months;
Asia saw its assets under management increase by +17% year-on-year, to €469bn, thanks to +€28bn in inflows in 2024, positive in the 9 countries where Amundi operates; the Indian JV SBI MF continued to grow (€292bn in assets under management, +23% year-on-year with +€20.6bn in net inflows), as well as direct distribution excluding JVs (€103bn in assets under management, +16% year-on-year, with 2024 net inflows of +€5bn); 2024 was marked by the success of the partnership with Standard Chartered and the launch of a range of “CIO Signature Funds”, with assets under management reaching $2bn managed on behalf of the bank’s clients in 11 countries, in Asia, the Middle East and Africa; finally, the contribution to net income from Asian JVs, at €123m, increased by +20.9%, particularly the Indian JV (+31.5%, at €104m);
Fixed income expertise now manages €1,190bn in assets under management⁵ via a very wide range of solutions, which we have adapted in the face of the variations in long-term rates over the year; these solutions gathered +€57.5bn⁵ in 2024, of which +€11.7bn⁵ in Q4, thanks to a wider range of strategies: Amundi remains, as in 2023, the leader in Europe for maturity funds and fixed income ETFs, and the success of the inflows extended in 2024 to short-term fixed income solutions, securitisation, euro credit or stable duration strategies;
technology revenues recorded a strong increase by +33.8% compared to 2023, to €80m, and +47.1% Q4/Q4; Amundi Technology completed in Q4 the acquisition of the European leader in Wealth Tech, aixigo, complementing the ALTO⁶ Wealth and Distribution platform with a modular offering recognised in the industry.

Objectives of the plan Ambitions 2025 achieved one year ahead of schedule

Major objectives were achieved by 2024 and Amundi’s financial results are higher than planned in the trajectory of the Plan Ambitions 2025:

assets under management targets have been or are close to being reached at the end of 2024, a year ahead of schedule, for third-party distributors (€401bn vs. the €400bn target), passive management (€418bn vs. €420bn) and even Asia (€469bn, at 6% of the €500bn target);
2024 cost income ratio² at 52,5%, is already on target for 2025 (less than 53%);
2024 net income², at €1,382m, shows an average annual growth rate (CAGR) of +6.1% compared to the reference 2021 net income⁷ of the Plan, above the target of +5%; even restated for the slight positive market effect between 2021 and 2024, it is above the target, at +5.5%;
for 2024, the proposed dividend of €4.25 per share corresponds to a payout ratio⁸of 67%, above the minimum target of the Medium-Term Plan (65%), as in 2022 and 2023;
the average dividend payout ratio over 2022-24, at 72%, corresponds to a distribution surplus of +€0.24bn over the period, to which are added three external transactions that also consumed the capital generated over the period to the tune of +€0.5bn; the surplus capital remaining available for acquisitions at the end of 2024 is above €1bn;
Amundi has achieved three external growth operations: the acquisition of the private assets multi-management specialist Alpha Associates, closed in April 2024, the partnership with the US asset manager Victory Capital, signed in July and expected to be completed towards the end of the first quarter of 2025, and finally the acquisition of the Wealth Tech aixigo, closed in November 2024; these three operations are in line with the strategic and financial objectives of the plan Ambitions 2025; they will generate by 2027E⁹ a combined accretion of earnings per share² of about +5% and a return on investment of around 12%;
finally, the extra-financial and climate commitments of the plan ESG Ambitions 2025 have been achieved or are on their way to being achieved:
- the share of ETFs (in number) meeting the ESG criteria¹⁰ of the SFDR regulation reached 37% at the end of 2024, compared to a target of 40% at the end of 2025;
- the number of companies with which we have engaged in shareholder dialogue on their climate transition plans has increased by +1,478 since 2021, compared to a target of +1,000 over 2021-25;
- Greenhouse gas emissions per employee fell by -62% compared to 2018 on scopes 1, 2, and 3, against a target of a -30% reduction.

Activity

A favourable market environment in the quarter as well as over the year

In the fourth quarter of 2024, the average level of equity markets¹¹ increased by +2.8% compared to the previous quarter and by +19.5% compared to the same quarter of 2023. European bond markets¹²were also up, by +1.6% compared to the previous quarter and by +6.7% compared to the same quarter of 2023, reflecting the ECB’s rate cut decisions and the tightening of credit spreads. The market effect is therefore positive on the evolution of Amundi’s revenues over these two periods.

Compared to the 2021 averages reference for the Plan Ambitions 2025, the market effect is only very slightly positive.

The asset management market in Europe continued its recovery in the fourth quarter. Net inflows in open-ended funds¹³, at +€232bn, were driven by passive management (+€111bn) and by treasury products (+€74bn). For the third consecutive quarter, medium- to long-term active management recorded positive flows (+€46bn) driven by fixed income strategies (+€61bn).

Inflows at the highest level since 2021, more than double the 2023 net inflows, and new record for assets

Net inflows in the quarter amounted to +€20.5bn. For the year, net inflows reached +€55.4bn, twice the level of 2023.

Amundi’s assets under management³as of 31 December 2024 grew by +2.2% over the quarter and +10.0% over the year to reach a new record of €2,240bn. They benefited from market appreciation and from a high level of inflows, the highest since 2021. The market and currency effect amounted to +€28.1bn in the fourth quarter of 2024, and +€140.1bn in 2024. The increase in assets under management also benefited from the integration of Alpha Associates since the second quarter of 2024 (+€7.9bn in April).

Net inflows for the year amount to +€55.4bn, of which +€34bn in MLT assets¹⁴^,¹⁵. The last quarter is particularly dynamic, +€17.9bn, thus representing more than half of the MLT inflows¹⁴ of the year.

These MLT¹⁴ inflows continued this quarter to be driven by ETFs (+€10.5bn) and active management (+€5.5bn), notably through the active fixed income strategies (+€9.1bn). Also of note was a good performance in structured products, at +€0.9bn.

The rest of net inflows for the quarter came from treasury products (+€0.7bn) and JVs (+€1.9bn)

All client segments contributed to the positive net inflows:

the Retail segment, at +€11.5bn, recorded its highest level of inflows since 2021, thanks to Third-Party Distributors (+€12.7bn); Partner networks in France experienced net positive flows (+€0.8bn), compared to net outflows from International networks (-€1.4bn) and at Amundi BOC WM;
The Institutional segment, at +€7.1bn, of which +€10.8bn in MLT assets¹⁴, benefited from a strong contribution from Institutionals and Sovereigns (+€7.4bn) as well as CA & SG Insurers (+3,7€bn) in MLT assets¹⁴, and from Corporates (+€9.1bn) in treasury products;
JVs (+€1.9bn) continued to benefit from dynamic inflows from SBI MF in India (+€2.3bn).

It should be noted regarding SBI MF that the request for proposal, for the redeployment of the mandate of the Indian pension fund EPFO¹⁶ has been launched. A significant outflow is therefore likely to be expected in the second or third quarter of 2025, with a completely negligible effect on the revenues of the JV.

Fourth quarter and full-year 2024 results

Q4 2024: strong growth in net income², +20% Q4/Q4, highest quarter ever

Adjusted data²

In the fourth quarter of 2024, adjusted net income²reached €377m, up +20.5% compared to the fourth quarter of 2023.

It includes Alpha Associates, whose acquisition was finalised in early April, as well as aixigo for two months in the fourth quarter of 2024.

The growth in net income is mainly due to revenue growth and the very strong momentum of Asian JVs.

Adjusted net revenues² reached €924m, up +14.6% compared to the fourth quarter of 2023, mainly driven by management and technology revenues:

the sustained growth in net management fees, of +13.5% compared to the fourth quarter of 2023, to €820m, reflects the good level of activity and the increase in average assets under management excluding JVs (+10.5% over the same period);
performance fees (€57m) increased by +67.6% compared to the fourth quarter of 2023 (€34m), benefiting from the good performance of Amundi’s management teams, with more than 69% of assets under management ranked in the first or second quartiles according to Morningstar¹⁷ over 1, 3 or 5 years, and 247 Amundi funds rated 4 or 5 stars by Morningstar as of 31 December; fixed income strategies accounted for half of total performance fees, coming from very much diversified strategies;
Amundi Technology’s revenues, at €26m, continued to grow strongly (+47.1% compared to the fourth quarter of 2023), amplified this quarter by the first consolidation of aixigo for two months in the fourth quarter (+€5m);
finally, financial and other income² amounted to €21m, down from the fourth quarter of 2023 due to the impact of lower short-term rates in the euro area.

The increase in Operating expenses², by +13.1% compared to the fourth quarter of 2023, to €482m, remains lower than the increase in revenues (+14.6%) thus generating a positive jaws effect which reflects the Group’s operational efficiency.

This increase is explained by:

the first consolidation of Alpha Associates and aixigo;
investments in development initiatives of the plan Ambitions 2025, including technology, third-party distribution, Asia;
provisioning for individual variable remuneration, in line with the growth in results
non-recurring items, including the charge related to the discount proposed in the context of the capital increases of the Amundi and Crédit Agricole S.A. groups, which was reserved for Amundi’s employees;

Excluding these elements, the increase is in line with inflation (2.5%).

The Cost income ratio at 52,1% in adjusted data², improved from the same quarter last year.

The Adjusted gross operating income²(GOI) amounted to €443m, up +16,4% compared to the fourth quarter of 2023, reflecting revenue growth.

Income from equity-accounted companies¹⁸, at €29m, was up +1.6% compared to the fourth quarter of 2023. Growth was slowed by the impact of the decline in Indian equity markets on the financial income of our JV, SBI MF, which though continues to benefit from the strong growth of its business along the year.

Adjusted earnings per share²in the fourth quarter of 2024 reached €1.84, up +20,2%.

Accounting data in the fourth quarter of 2024

Accounting Net income Group share amounted to €349m, including non-cash expenses related to the acquisitions of Alpha Associates and aixigo, and the amortisation of intangible assets related to distribution contracts and client contracts, for a total of -€17m after tax. Integration costs related to aixigo and the partnership with Victory Capital, whose closing is expected towards the end of the first quarter 2025, were also recorded in the fourth quarter of 2024, for a total of -€10m after tax. In addition, depreciation and amortisation on adjustments to the value of intangible assets after the integration of aixigo were also recorded in operating expenses for -€1m after tax (see p. 12 for a detail of all these items).

Accounting earnings per share for the fourth quarter of 2024 reached €1.70.

2024: record net income

For the year 2024, the adjusted net income² amounts to €1,382m, up +13.0%.

This strong growth reflects the high level of activity:

Adjusted net revenues² have increased by +9,2% compared to 2023, to €3,497m, mainly driven by management revenues; net management fees increased by +8.3%, in line with the growth in average assets under management; the increase in performance fees (+17.3%) is explained by a very good performance of the management teams, particularly for active bond strategies; Amundi Technology’s revenues also grew strongly, by +33.8% to €80m with the ramp-up of revenues gained from the acquisition of 8 clients in 2024, and reinforced with the acquisition of aixigo for two months in 2024 (+€5m);
Net management fee margins were stable compared to 2023 at 17.7 basis points, as the positive effects of market appreciation and the client mix offset the unfavourable effect of the product mix;
Adjusted operating expenses² grew less than revenues, by +7.7% to €1,837m, generating a positive jaws effect; almost half of this increase was due to the consolidation of Alpha Associates and aixigo, investments in growth areas (technology, ETFs, third-party distribution, Asia, etc.) and higher provisions for variable compensation, in line with the increase in revenues;
the Adjusted cost income ratio² reached 52.5%, compared to 53.2% in 2023, at the best level and at the 2025 target.

The Adjusted gross operating income² (GOI) amounted to €1,660m, up +10,8% compared to 2023.

Income from equity-accounted companies¹⁸ accentuates this growth. At €123m, +20.9% compared to the full year of 2023, it grew faster than operating profit, mainly driven by India, whose contribution exceeded €100m (€104m) for the first time.

Adjusted earnings per share² reached €6.75 in 2024.

Accounting data for the year 2024

Accounting Net income Group share amounted to €1,305m, including non-cash expenses related to the acquisitions of Alpha Associates and aixigo and the amortisation of intangible assets related to distribution contracts and client contracts, for a total of -€67m after tax. Integration costs related to aixigo and the partnership with Victory Capital, whose closing is expected towards the end of the first quarter 2025, were also recorded in 2024, for a total of -€10m after tax. In addition, depreciation and amortisation on adjustments to the value of intangible assets after the integration of aixigo were also recorded in operating expenses for -€1m after tax (see p. 12 for a detail of all these items).

Accounting earnings per share for the year 2024 reached €6.37.

A solid financial structure and a dividend of €4.25 per share

Tangible net assets¹⁹ amounted to €4.5bn at 31 December 2024, up +€0.2bn or +4.5% compared to the end of 2023. This increase is in particular the result of the accounting net income for the year 2024 (+€1.4bn²⁰) the payment of dividends (-€0.8bn) for the 2023 financial year and the recognition of goodwill and intangible assets in respect of the two acquisitions finalised in 2024, Alpha Associates and aixigo (-€0.5bn).

On 5 September 2024, the FitchRatings rating agency confirmed Amundi’s long-term rating at A+ with a stable outlook, the best in the sector.

The Board of Directors will propose to the Annual General Meeting on 27 May 2025, a dividend of €4.25 per share, in cash, an increase compared to the dividend paid for the 2023 financial year.

This dividend corresponds to a payout ratio of 67% of net income Group share, and a yield of more than 6% based on the share price as of 31 January 2025 (closing price of €68).

The ex-dividend date will be Tuesday 10 June 2025 and will be paid as of Thursday 12 June 2025.

Since the listing in November 2015, the TSR²¹ (total shareholder return) has been +126%, i.e. +9.2% per year on average.

* * * * *

ANNEXES

Adjusted income statement²2024 and 2023

(€m)	2024	2023	% var. 2024/2023

Net revenuee – adjusted	3,497	3,204	+9.2%
Management fees	3,184	2,940	+8.3%
Performance fees	145	123	+17.3%
Technology	80	60	+33.8%
Financial income and other net income	88	80	+9.7%
Operating expenses – adjusted	(1,837)	( 1,706)	+7.7%
Cost income ratio – adjusted (%)	52.5%	53.2%	-0.7pp
Gross operating income – adjusted	1,660	1,498	+10.8%
Cost of risk & others	(10)	(8)	+28.7%
Equity-accounted companies	123	102	+20.9%
Income before tax – adjusted	1,774	1,592	+11.4%
Corporate taxes	(394)	(374)	+5.5%
Non-controlling interests	3	5	-43.5%
Net income, Group share – adjusted	1,382	1,224	+13.0%
Amortisation of intangible assets, after tax	(67)	(59)	+13.2%
Amortisation related to aixigo PPA, after tax	(1)	–	–
Integration costs, after tax	(10)	–	NS
Net income Group share	1,305	1,165	+12.0%
Earnings per share (€)	6.37	5.70	+11.7%
Earnings per share – adjusted(€)	6.75	5.99	+12.6%

Adjusted income statement²of the fourth quarter of 2024

(€m)	Q4 2024	Q4 2023	% var. Q4/Q4	Q3 2024	% var. Q4/Q3

Net revenue – adjusted	924	806	+14.6%	862	+7.3%
Management fees	820	723	+13.5%	805	+1.9%
Performance fees	57	34	+67.6%	20	NS
Technology	26	18	+47.1%	20	+32.6%
Financial income and other net income	21	32	-33.4%	17	+22.7%
Operating expenses – adjusted	(482)	(426)	+13.1%	(456)	+5.6%
Cost income ratio – adjusted (%)	52.1%	52,8%	-0.7pp	52.9%	-0.8pp
Gross operating income – adjusted	443	381	+16.4%	406	+9.1%
Cost of risk & others	(3)	(2)	+40.0%	(2)	+62.8%
Equity-accounted companies	29	29	+1.6%	33	-10.4%
Income before tax – adjusted	469	407	+15.2%	437	+7.4%
Corporate taxes	(93)	(96)	-3.9%	(101)	-7.8%
Non-controlling interests	1	2	-64.6%	1	-4.4%
Net income Group share – adjusted	377	313	+20.5%	337	+11.9%
Amortization of intangible assets after tax	(17)	(15)	+17.9%	(17)	-0.3%
Amortisation related to aixigo PPA after tax	(1)	–	–	–	–
Integration costs after tax	(10)	0	NS	0	NS
Net income, Group share	349	299	+17.0%	320	+9.3%
Earnings per share (€)	1.70	1.46	+16.7%	1.56	+9.0%
Earnings per share – adjusted (€)	1.84	1.53	+20.2%	1.65	+11.7%

Evolution of assets under management from the end of 2021 to the end of December 2024²²

(€bn)	*Assets* *under management*	*Net* *Inflows*	*Market &* *forex effect*	*Scope* *effect*			*Change in AuM* *vs. previous quarter*
As of 31/12/2021	2,064					+14%²³
Q1 2022		+3.2	-46.4		–
As of 31/03/2022	2,021					-2.1%
Q2 2022		+1.8	-97.75		–
As of 30/06/2022	1,925					-4.8%
Q3 2022		-12.9	-16.3		–
As of 30/09/2022	1,895					-1.6%
Q4 2022		+15.0	-6.2		–
As of 31/12/2022	1,904					+0.5%
Q1 2023		-11.1	+40.9		–
As of 31/03/2023	1,934					+1.6%
Q2 2023		+3.7	+23.8		–
As of 31/06/2023	1,961					+1.4%
Q3 2023		+13.7	-1.7		–
As of 30/09/2023	1,973					+0.6%
Q4 2023		+19.5	+63.8		-20
As of 31/12/2023	2,037					+3.2%
Q1 2024		+16.6	+63.0		–
As of 31/03/2024	2,116					+3.9%
Q2 2024		+15.5	+16.6		+8
30/06/2024	2,156					+1.9%
Q3 2024		+2.9	+32.5		–
30/09/2024	2,192					+1.6%
Q4 2024		+20.5	+28.1		–
31/12/2024	2,240					+2.2%

Total year-on-year from December 31, 2023 to December 31, 2024: +10.0%

Net inflows +€55.4bn
Market & foreign exchange rate effects +€140.1bn
Scope effects +€7.9bn
(First consolidation of Alpha Associates in Q2 2024, the acquisition of aixigo has no effect on assets under management)

Details of assets under management and net inflows by client segments²⁴

(€bn)	AuM 31.12.2024	AuM 31.12.2023	% change /31.12.2023	Inflows Q4 2024	Inflows Q4 2023	Inflows 2024	Inflows 2023
French networks	138	132	+4.7%	+0.8	+1.1	+1.1	+5.7
International networks	167	162	+3.0%	-2.1	-0.4	-6.5	-3.6
Of which Amundi BOC WM	2	3	-32.7%	-0.6	-0.4	-1.2	-3.7
Third-Party Distributors	401	317	+26.6%	+12.7	+0.5	+31.9	+4.6
Retail	706	611	+15.6%	+11.5	+1.1	+26.6	+6.8
Institutional & Sovereigns (*)	521	486	+7.2%	-0.7	-1.6	+0.7	+12.9
Corporates	122	111	+9.9%	+8.6	+10.1	+2.8	+2.7
Employee savings plan	90	86	+3.8%	+0.7	-0.7	+3.1	+1.9
CA & SG Insurers	429	427	+0.6%	-1.5	+4.3	-1.0	-5.4
Institutional	1,162	1,110	+4.7%	+7.1	+12.0	+5.6	+12.0
JVs	372	316	+17.7%	+1.9	+6.3	+23.3	+7.0
Total	2,240	2,037	+10.0%	+20.5	+19.5	+55.4	+25.8

Details of assets under management and net inflows by asset classes²⁴

(€bn)	AuM 31.12.2024	AuM 31.12.2023	% change /31.12.2023	Inflows Q4 2024	Inflows Q4 2023	Inflows 2024	Inflows 2023
Equity	544	467	+16.6%	+7.3	+0.1	+7.3	+2.2
Multi-assets	274	279	-1.8%	-0.9	-7.5	-23.2	-24.5
Bonds	747	656	+13.9%	+10.6	+7.4	+47.4	+17.6
Real, alternative & structured assets	114	107	+6.2%	+0.9	+1.9	+2.4	+4.3
MLT ASSETS excl. JVs	1,680	1,510	+11.3%	+17.9	+1.9	+34.0	-0.5
Treasury products excl. JVs	188	211	-10.9%	+0.7	+11.2	-1.8	+19.3
TOTAL excluding JVs	1,868	1,721	+8.6%	+18.5	+13.2	+32.2	+18.8
JVs	372	316	+17.7%	+1.9	+6.3	+23.3	+7.0
TOTAL	2,240	2,037	+10.0%	+20.5	+19.5	+55.4	+25.8
*Of which MLT assets*	*2,018*	*1,794*	*+12.5%*	*+21.1*	*+6.9*	*+56.0*	*+6.2*
*Of which treasury products*	*222*	*242*	*-8.6%*	*-0.6*	*+12.6*	*-0.5*	*+19.7*

Details of assets under management and net inflows by management types and asset classes²⁴

(€bn)	AuM 31.12.2024	AuM 31.12.2023	% change /31.12.2023	Inflows Q4 2024	Inflows Q4 2023	Inflows 2024	Inflows 2023
Active management	1,148	1,062	+8.1%	+5.5	-5.7	+7.6	-21.3
Equity	206	195	+5.6%	-2.5	-2.1	-7.9	-4.6
Multi-assets	263	270	-2.7%	-1.2	-7.8	-24.5	-26.0
Bonds	679	597	+13.8%	+9.1	+4.2	+40.1	+9.3
Structured products	44	39	+10.9%	+0.9	+2.8	+3.6	+5.6
Passive management	418	340	+22.9%	+11.5	+5.8	+23.9	+16.6
ETFs & ETC	268	207	+29.5%	+10.5	+5.0	+27.8	+13.0
Index & Smart beta	150	133	+12.7%	+1.0	+0.7	-3.9	+3.6
Real and Alternative Assets	70	68	+3.5%	-0.0	-0.9	-1.2	-1.3
Real assets	66	63	+5.4%	+0.1	-0.2	+0.0	-0.0
Alternative assets	4	5	-20.1%	-0.1	-0.7	-1.2	-1.3
TOTAL MLT assets excl. JVs	1,680	1,510	+11.3%	+17.9	+1.9	+34.0	-0.5
Treasury products excl. JVs	188	211	-10.9%	+0.7	+11.2	-1.8	+19.3
TOTAL excl. JVs	1,868	1,721	+8.6%	+18.5	+13.2	+32.2	+18.8
JVs	372	316	+17.7%	+1.9	+6.3	+23.3	+7.0
TOTAL	2,240	2,037	+10.0%	+20.5	+19.5	+55.4	+25.8

Details of assets under management and net inflows by geographic areas²⁴

(€bn)	AuM 31.12.2024	AuM 31.12.2023	% change /31.12.2023	Inflows Q4 2024	Inflows Q4 2023	Inflows 2024	Inflows 2023
France	994	950	+4.6%	+5.9	+11.6	+18.7	+10.4
Italy	202	203	-0.3%	-0.8	-2.1	-14.5	-4.3
Europe excl. France & Italy	440	372	+18.4%	+11.1	+2.9	+17.1	+8.9
Asia	469	400	+17.3%	-1.5	+7.5	+28.1	+7.2
Rest of the world	135	113	+20.0%	+5.7	-0.5	+6.1	+3.5
TOTAL	2,240	2,037	+10.0%	+20.5	+19.5	+55.4	+25.8
*TOTAL outside France*	*1,246*	*1,087*	*+14.7%*	*+14.6*	*+7.9*	*+36.8*	*+15.4*

Methodology appendix

Accounting & adjusted data

Accounting data – They include the amortisation of intangible assets, recorded as other income; since Q2 2024, other non-cash expenses spread according to the schedule of payments of the earn-out until the end of 2029; these expenses are booked as deductions from revenues, in financial costs, and since Q4, the amortisation charge of the technology asset related to the acquisition of aixigo, booked as amortisation of intangible assets in operating expenses.

Integration costs related to the transaction with Victory Capital and amortisation of the aixigo related PPA were recorded in the fourth quarter, in operating expenses, for a combined amount of -€14m pre-tax and -€11m after-tax. No costs of that nature were recorded in the first nine months of 2024 or in the 2023 financial year.

The aggregate amounts of these items are as follows for the different periods under review:

Q4 2023: -€20m before tax and -€15m after tax
2023: -€82m before tax and -€59m after tax
Q3 2024: -€24m pre-tax and -€17m after tax
Q4 2024: -€38m before tax and -€28m after tax
2024: -€106m before tax and -€77m after tax

Adjusted data – In order to present an income statement that is closer to economic reality, the following adjustments are made: restatement of the amortisation of distribution contracts with Bawag, UniCredit and Banco Sabadell, intangible assets representing client contracts of Lyxor and, since the second quarter of 2024, Alpha Associates, as well as other non-cash charges related to the acquisition of Alpha Associates; such depreciation and amortisation and non-cash expenses. are recorded as a deduction from net revenues; ; restatement of the amortisation of a technological asset related ot the acquisition of aixigo, recorded in operating expenses.

Acquisition of Alpha Associates

In accordance with IFRS 3, recognition of Amundi’s balance sheet as at 01/04/2024:

goodwill of €288m;
an intangible asset of €50m, representing client contracts, depreciable on a straight-line basis until the end of 2030;
a liability representing the conditional earn-out not yet paid, for €160m, including an actuarial discount of -€30m, which will be amortised over 6 years.

In the Group’s income statement, the following is recorded:

amortisation of intangible assets for a full-year expense of -€7.6m (-€6.1m after tax); in 2024 (9 months of integration) this corresponds to -€5.7m (-€4.6m after tax)
other non-cash expenses spread according to the schedule of payments of the earn-out until the end of 2029; these expenses are recorded as deductions from net income, as financial expenses; in 2024 (9 months) they represent -€4.3m (-€3.2m after tax).

Over twelve months 2024, these expenses and depreciation and amortisation are therefore -€10m before tax for 9 months. They only started in Q2.

In Q4 2024, the amortisation of intangible assets was -€1.9m before tax (-€1.5m after tax) and non-cash expenses were -€1.4m before tax (i.e. -€1.1m after tax).

Acquisition of aixigo

In accordance with IFRS 3, recognition on Amundi’s balance sheet at the date of acquisition:

goodwill of €121m;
a technology asset of €36m, representative of the goodwill attributed to aixigo’s software solutions, depreciable on a straight-line basis over 5 years;

The full-year amortisation charge of the technology asset was -€7.2m (-€4.8m after tax); in Q4 2024, the amortisation charge was -€1.2m (-€0.8m after tax), it is recognised in operating expenses.

Alternative Performance Measures²⁵

In order to present an income statement that is closer to economic reality, Amundi publishes adjusted data that excludes the depreciation of intangible assets and,

since the second quarter of 2024, from Alpha Associates, as well as other non-cash charges related to the acquisition of Alpha Associates.
Since the fourth quarter of 2024, the amortisation of intangible assets as operating expenses under aixigo.
In the fourth quarter of 2024, the integration costs on Victory Capital and aixigo.

Adjusted, normalised data are reconciled with accounting data as follows :

= accounting data

= adjusted data

(€M)	2024	2023	Q4 2024	Q4 2023	Q3 2024

Net management revenue	3,329	3,063	877	757	825
Technology	80	60	26	18	20
Net financial income and other net income	(3)	(1)	(2)	12	(6)
Adjusted net financial income and other income	88	80	21	32	17

Net revenue (a)	3,406	3,122	901	786	838
– Depreciation of intangible assets before tax	(87)	(82)	(22)	(20)	(22)
– Other non-cash expenses related to Alpha Associates	(4)	0	(1)	0	(1)
Net revenue – adjusted (b)	3,497	3,204	924	806	862

Operating expenses (c)	(1,852)	(1,706)	(496)	(426)	(456)
– Integration costs before tax	(13)	0	(13)	0	0
– Amortisation of the aixigo related PPA before tax	(1)	0	(1)	0	0
Operating expenses – adjusted (d)	(1,837)	(1,706)	(482)	(426)	(456)

Gross Operating Income (e)=(a)+(c)	1,554	1,416	405	360	382
Gross operating income – adjusted (f)=(b)+(d)	1,660	1,498	443	381	406
Cost income ratio (%) -(c)/(a)	54.4%	54.6%	55.1%	54.2%	54.4%
Cost income ratio – adjusted (%) -(d)/(b)	52.5%	53.2%	52.1%	52.8%	52.9%
Cost of risk & other (g)	(10)	(8)	(3)	(2)	(2)
Equity-accounted companies (h)	123	102	29	29	33
Income before tax (i)=(e)+(g)+(h)	1,668	1,511	431	387	413
Income before tax – adjusted (j)=(f)+(g)+(h)	1,774	1,592	469	407	437
Income tax (k)	(366)	(351)	(83)	(91)	(94)
Income tax – adjusted (l)	(394)	(374)	(93)	(96)	(101)
Non controlling interests (m)	3	5	1	2	1
Net income, Group share (n)=(i)+(k)+(m)	1,305	1,165	349	299	320
Net income, Group share – adjusted (o)=(j)+(l)+(m)	1,382	1,224	377	313	337

Earnings per share (€)	6.37	5.70	1.70	1.46	1.56
Adjusted earnings per share (€)	6.75	5.99	1.84	1.53	1.65

Shareholding

	31 December 2024		30 September 2024		31 December 2023
*(units)*	Number of shares	% of share capital	Number of shares	% of share capital	Number of shares	% of share capital
Crédit Agricole Group	141,057,399	68.67%	141,057,399	68.93%	141,057,399	68.93%
Employees	4,272,132	2.08%	2,751,891	1.34%	2,918,391	1.43%
Treasury shares	1,992,485	0.97%	958,031	0.47%	1,247,998	0.61%
Free Float	58,097,246	28.28%	59,880,313	29.26%	59,423,846	29.04%

Number of shares at the end of the period	205,419,262	100.0%	204,647,634	100.0%	204,647,634	100.0%
Average number of shares year-to-date	204,776,239	–	204,647,634	–	204,201,023	–
Average number of shares quarter-to-date	205,159,257	–	204,647,634	–	204,647,634	–

Average number of shares on a pro rata basis.

The average number of shares increased by +0.3% between Q3 2024 and Q4 2024, +0.3% between Q4 2023 and Q4 2024, and again +0.3% between 2023 and 2024.
A capital increase reserved for employees was recorded on 31 October 2024. 771,628 shares were created (approximately 0.4% of the share capital before the transaction).
Amundi announced on 7 October 2024 a buyback program of up to 1m shares (i.e. ~0.5% of the share capital before the transaction) to cover performance share plans, It was finalised on 27 November 2024.

Financial communication calendar

Q1 2025 earnings release: Tuesday 29 April 2025
Annual General Meeting: Tuesday 27 May 2025
Q2 and H1 2025 earnings release: Tuesday 29 July 2025
Q3 and 9-month 2025 results: Tuesday 28 October 2025

Dividend schedule

Ex-dividend day: Monday 10 June 2025
Payment: from Wednesday 12 June 2025

About Amundi

As Europe’s leading asset manager among the world’s top 10 players²⁶, Amundi offers its 100m clients – individuals, institutions and corporates – a full range of savings and investment solutions in active and passive management, in traditional and real assets. This offer is enriched with services and technological tools that cover the entire savings value chain. A subsidiary of the Crédit Agricole group, Amundi is listed on the stock exchange and currently manages more than €2.2tn in assets under management²⁷.

Its six international management platforms²⁸, its financial and extra-financial research capacity, as well as its long-standing commitment to responsible investment make it a leading player in the asset management landscape.

Amundi’s clients benefit from the expertise and advice of 5,700 professionals in 35 countries.

Amundi, a trusted partner that acts every day in the interest of its clients and society.

www.amundi.com

Press contacts:
Natacha Andermahr
Tel. +33 1 76 37 86 05
natacha.andermahr@amundi.com

Corentin Henry
Tel. +33 1 76 36 26 96
corentin.henry@amundi.com

Investor contacts:
Cyril Meilland, CFA
Tel. +33 1 76 32 62 67
cyril.meilland@amundi.com

Thomas Lapeyre
Tel. +33 1 76 33 70 54
thomas.lapeyre@amundi.com

Annabelle Wiriath

Tel. + 33 1 76 32 43 92

annabelle.wiriath@amundi.com

DISCLAIMER

This document does not constitute an offer or invitation to sell or purchase, or any solicitation of any offer to purchase or subscribe for, any securities of Amundi in the United States of America or in France. Securities may not be offered, subscribed or sold in the United States of America absent registration under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements thereof. The securities of Amundi have not been and will not be registered under the U.S. Securities Act and Amundi does not intend to make a public offer of its securities in the United States of America or in France.

This document may contain forward looking statements concerning Amundi’s financial position and results. The data provided do not constitute a profit “forecast” or “estimate” as defined in Commission Delegated Regulation (EU) 2019/980.

These forward-looking statements include projections and financial estimates based on scenarios that employ a number of economic assumptions in a given competitive and regulatory context, assumptions regarding plans, objectives and expectations in connection with future events, transactions, products and services, and assumptions in terms of future performance and synergies. By their very nature, they are therefore subject to known and unknown risks and uncertainties, which could lead to their non-fulfilment. Consequently, no assurance can be given that these forward-looking statement will come to fruition, and Amundi’s actual financial position and results may differ materially from those projected or implied in these forward looking statements. In particular, conditions to completion of the announced transaction between Amundi and Victory Capital, may not be satisfied and such transaction may not be completed on schedule, or at all; risks relating to the expected benefits or impact of the transaction on Victory Capital’s and Amundi’s respective businesses are contained in their respective public filings.

Amundi undertakes no obligation to publicly revise or update any forward-looking statements provided as at the date of this document. Risks that may affect Amundi’s financial position and results are further detailed in the “Risk Factors” section of our Universal Registration Document filed with the French Autorité des Marchés Financiers. The reader should take all these uncertainties and risks into consideration before forming their own opinion.

The figures set out in this document were approved by Amundi’s Board of Directors and have been prepared in accordance with applicable prudential regulations and IFRS guidelines, as adopted by the European Union and applicable at that date, but remain subject to ongoing review by the statutory auditors.

Unless otherwise specified, sources for rankings and market positions are internal. The information contained in this document, to the extent that it relates to parties other than Amundi or comes from external sources, has not been verified by a supervisory authority or, more generally, subject to independent verification, and no representation or warranty has been expressed as to, nor should any reliance be placed on, the fairness, accuracy, correctness or completeness of the information or opinions contained herein. Neither Amundi nor its representatives can be held liable for any decision made, negligence or loss that may result from the use of this document or its contents, or anything related to them, or any document or information to which this document may refer.

The sum of values set out in the tables and analyses may differ slightly from the total reported due to rounding.

¹        Net income Group share
²        Adjusted data: see p. 12
³        Assets under management (AuM) and flows including assets under advisory, marketed assets and funds of funds, and taking into account 100% of Asian JV’s assets and flows; for Wafa Gestion in Morocco, they are reported in proportion to Amundi’s holding in the capital of the JV
⁴        Excluding JVs
⁵        Including JV: €247bn in assets under management, +€12.2bn inflows in 2024 and +€0.6bn in Q4
⁶        ALTO: Amundi Leading Technologies & Operations, Amundi’s suite of 5 technology applications, including ALTO Investment, Wealth and Distribution, Sustainability, Asset Servicing and Employee Savings and Retirement
⁷        Adjusted net income Group share, normalised for the exceptionally high level of performance fees in the year: €1,158m
⁸        Calculated on accounting net income Group share
⁹        Compared to consensus estimates prior to these transactions
¹⁰        According to SFDR Articles 8 and 9
¹¹        50% MSCI World + 50% Eurostoxx 600 composite index for equity markets, average values over each period considered
¹²        Bloomberg Euro Aggregate for bond markets, average values over each reporting period
¹³        Source: Morningstar FundFile, ETFGI. European & cross-border open-ended funds (excluding mandates and dedicated funds). Data at the end of December 2024.
¹⁴        Medium-Long Term Assets excluding JV
¹⁵        However, 2024 net inflows include, for -€11.6bn, the exit in the third quarter of a multi-asset mandate with a European insurer, which brought low revenues
¹⁶        EPFO: Employees’ Provident Fund Organisation, India’s leading pension fund with total assets of €250bn at the end of December 2024. In Q4 2019, SBI MF had won a bond mandate granted by EPFO, for an amount of €60bn, which totaled €110bn in assets under management as of 31 December 2024; it is this mandate that would be shared with other managers according to the request for proposal
¹⁷        Source: Morningstar Direct, Broadridge FundFile – Open-ended funds and ETFs, global fund scope, December 2024; as a percentage of the assets under management of the funds in question; the number of Amundi open-ended funds rated by Morningstar was 1071 at the end of December 2024. © 2024 Morningstar, all rights reserved
¹⁸        Reflecting Amundi’s share of the net income of minority JVs in India (SBI MF), China (ABC-CA), South Korea (NH-Amundi) and Morocco (Wafa Gestion),
¹⁹        Shareholders’ equity less goodwill and intangible assets
²⁰        Excluding the amortisation of intangible assets
²¹        The TSR (Total Shareholder Return) includes the total return for a shareholder: increase in the share price + dividends paid from 2016 to 2024 + Preferential Subscription Rights detached in May 2017. Calculation made on the basis of the closing price of 31 January 2025, €68 per share.
²²        Assets under management and flows including assets under advisory, marketed assets and funds of funds, and taking into account 100% of Asian JV’s assets and flows; for Wafa Gestion in Morocco, they are reported in proportion to Amundi’s holding in the capital of the JV
²³        Lyxor, integrated as of 31/12/2021
²⁴        Assets under management and flows including assets under advisory, marketed assets and funds of funds, and taking into account 100% of Asian JV’s assets and flows; for Wafa Gestion in Morocco, they are reported in proportion to Amundi’s holding in the capital of the JV;
as of 01/01/2024, reclassification of short-term bond strategies (€30bn in AuM) as Bonds previously classified as Treasury until that date; the assets and net flows up to that date have not been reclassified in these tables
²⁵        See also the section 4.3 of the 2023 Universal Registration Document filed with the AMF on 18 April 2024
²⁶Source: IPE “Top 500 Asset Managers” published in June 2024 based on assets under management as of 31/12/2023
²⁷Amundi data as of 31/12/2024
²⁸Boston, Dublin, London, Milan, Paris and Tokyo

Attachment

Amundi_PR Results_Q4&FY2024_EN

The MIL Network –

February 4, 2025

MIL-OSI: Kayne Anderson Energy Infrastructure Fund Provides Unaudited Balance Sheet Information and Announces Its Net Asset Value and Asset Coverage Ratios as of January 31, 2025

Source: GlobeNewswire (MIL-OSI)

HOUSTON, Feb. 03, 2025 (GLOBE NEWSWIRE) — Kayne Anderson Energy Infrastructure Fund, Inc. (the “Company”) (NYSE: KYN) today provided a summary unaudited statement of assets and liabilities and announced its net asset value and asset coverage ratios under the Investment Company Act of 1940 (the “1940 Act”) as of January 31, 2025.

As of January 31, 2025, the Company’s net assets were $2.4 billion, and its net asset value per share was $14.46. As of January 31, 2025, the Company’s asset coverage ratio under the 1940 Act with respect to senior securities representing indebtedness was 623% and the Company’s asset coverage ratio under the 1940 Act with respect to total leverage (debt and preferred stock) was 476%.

STATEMENT OF ASSETS AND LIABILITIES JANUARY 31, 2025 // (UNAUDITED)

	(in millions)
Investments	$	3,450.6
Cash and cash equivalents		1.8
Accrued income		9.9
Current tax asset, net		6.4
Other assets		0.4
Total assets		3,469.1

Credit facility		87.0
Notes		409.7
Unamortized notes issuance costs		(2.7	)
Preferred stock		153.6
Unamortized preferred stock issuance costs		(1.3	)
Total leverage		646.3

Payable for securities purchased		18.8
Other liabilities		16.3
Deferred tax liability, net		342.8
Total liabilities		377.9

Net assets	$	2,444.9

The Company had 169,126,038 common shares outstanding as of January 31, 2025.

Long-term investments were comprised of Midstream Energy Companies (94%), Utility Companies (4%) and Other (2%).

The Company’s ten largest holdings by issuer at January 31, 2025 were:

		Amount (in millions)*		% Long Term Investments
1.	Energy Transfer LP (Midstream Energy Company)	$390.7		11.3	%
2.	Enterprise Products Partners L.P. (Midstream Energy Company)		338.2	9.8	%
3.	The Williams Companies, Inc. (Midstream Energy Company)		327.6	9.5	%
4.	MPLX LP (Midstream Energy Company)		320.4	9.3	%
5.	Cheniere Energy, Inc. (Midstream Energy Company)		256.3	7.4	%
6.	Targa Resources Corp. (Midstream Energy Company)		208.8	6.1	%
7.	Kinder Morgan, Inc. (Midstream Energy Company)		207.3	6.0	%
8.	ONEOK, Inc. (Midstream Energy Company)		183.1	5.3	%
9.	TC Energy Corporation (Midstream Energy Company)		155.6	4.5	%
10.	Western Midstream Partners, LP (Midstream Energy Company)		151.2	4.4	%

*	Includes ownership of common and preferred units.

Portfolio holdings are subject to change without notice. The mention of specific securities is not a recommendation or solicitation for any person to buy, sell or hold any particular security. You can obtain a complete listing of holdings by viewing the Company’s most recent quarterly or annual report.

Kayne Anderson Energy Infrastructure Fund, Inc. (NYSE: KYN) is a non-diversified, closed-end management investment company registered under the Investment Company Act of 1940, as amended, whose common stock is traded on the NYSE. The Company’s investment objective is to provide a high after-tax total return with an emphasis on making cash distributions to stockholders. KYN intends to achieve this objective by investing at least 80% of its total assets in securities of Energy Infrastructure Companies. See Glossary of Key Terms in the Company’s most recent quarterly report for a description of these investment categories and the meaning of capitalized terms.

This press release shall not constitute an offer to sell or a solicitation to buy, nor shall there be any sale of any securities in any jurisdiction in which such offer or sale is not permitted. Nothing contained in this press release is intended to recommend any investment policy or investment strategy or consider any investor’s specific objectives or circumstances. Before investing, please consult with your investment, tax, or legal adviser regarding your individual circumstances.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS: This communication contains statements reflecting assumptions, expectations, projections, intentions, or beliefs about future events. These and other statements not relating strictly to historical or current facts constitute forward-looking statements as defined under the U.S. federal securities laws. Forward-looking statements involve a variety of risks and uncertainties. These risks include but are not limited to changes in economic and political conditions; regulatory and legal changes; energy industry risk; leverage risk; valuation risk; interest rate risk; tax risk; and other risks discussed in detail in the Company’s filings with the SEC, available at www.kaynefunds.com or www.sec.gov. Actual events could differ materially from these statements or our present expectations or projections. You should not place undue reliance on these forward-looking statements, which speak only as of the date they are made. Kayne Anderson undertakes no obligation to publicly update or revise any forward-looking statements made herein. There is no assurance that the Company’s investment objectives will be attained.

Contact investor relations at 877-657-3863 or cef@kayneanderson.com.

The MIL Network –

February 4, 2025

Category: Emissions Trading