Category: Pandemic

  • MIL-OSI Security: Marshall County Woman Sentenced to 52 Months in Prison for COVID IRS Fraud

    Source: Office of United States Attorneys

    Oxford, MS – Today U.S. District Court Judge Michael P. Mills sentenced Lakisha Pearson, age 48, of Holly Springs, Mississippi, to a 52-month jail sentence for mail fraud in connection with falsely claimed IRS Employee Retention Tax Credit for others. Judge Mills also ordered Pearson to repay $15,942,586.77 in restitution.

    Pearson, who owns Unity Tax Express, pled guilty to using the internet to file false tax credit claims for numerous persons totaling nearly $47 million and taking kickbacks from those persons. The IRS mailed Treasury checks totaling $15,942,586.77 in ERC credits to the claimants who thought they were given a government grant and were not aware that Pearson had filed tax returns on their behalf. 

    The Coronavirus Aid, Relief, and Economic Security Act (“CARES” Act), enacted on March 27, 2020, provided for an IRS Employee Retention Credit (“ERC”) designed to encourage businesses to keep employees on their payroll during the pandemic. Subsequent legislation (the Taxpayer Certainty and Disaster Tax Relief Act of 2020, the American Rescue Plan Act, and the Infrastructure Investment and Jobs Act) modified and extended the ERC.

    “Employee Retention Credits were tax credits designed to provide critical assistance to business owners struggling during the COVID-19 pandemic, but fraudsters and thieves infuriatingly decided to use the credits to line their own pockets during this emergency,” said U.S. Attorney Clay Joyner. “This office plans to pursue charges against all of those who decided to steal from American taxpayers, and we thank the IRS for the investigation of this case.”

    “Unscrupulous tax preparers are put on notice that there is a price to pay for using their trusted position to defraud the federal government,” said Assistant Special Agent in Charge, Lisa Fontanette, IRS Criminal Investigation, Atlanta Field Office. “While IRS Criminal Investigation special agents will find and investigate these tax crimes, this case is an important reminder to filers during this tax season to do their research when choosing a tax preparer.”

    The scheme in the instant case was initially uncovered during a separate criminal investigation which resulted in Pearson’s conviction for Payroll Protection loans. Pearson awaits sentencing in that case.  Assistant U.S. Attorney Paul Roberts prosecuted the case on behalf of U.S. Attorney’s Office for the Northern District of Mississippi. The case was investigated by the IRS Criminal Investigation Division Special Agent T.J. Mitchell. 

    MIL Security OSI

  • MIL-OSI Security: Two Men Indicted for COVID Unemployment and Loan Fraud

    Source: Office of United States Attorneys

    Defendants allegedly received over $43,000 in Pandemic Unemployment Assistance funds

    BOSTON – Two men were arrested for allegedly submitting fraudulent information in an effort to obtain loans through the Pandemic Unemployment Assistance (PUA) program.

    Dominik Manigo, 25, of Weymouth, and Nelson Roche Diaz, 28, of Brockton, were indicted by a federal grand jury on one count of wire fraud conspiracy, and on one count each of wire fraud. Manigo and Roche appeared in federal court in Boston on Monday.

    According to the charging documents, in or about May 2020, Manigo and Roche allegedly submitted fraudulent claims for PUA on the Massachusetts Department of Unemployment Assistance portal. Further, Manigo and Roche allegedly submitted fraudulent letters claiming the pandemic had impacted their employment at a restaurant in Boston. Manigo and Roche each allegedly received over $43,000 in PUA and related funds.

    The charges of wire fraud and wire fraud conspiracy provide for a sentence of up to 20 years in prison, up to three years of supervised release and a fine of up to $250,000. Sentences are imposed by a federal district court judge based upon the U.S. Sentencing Guidelines and statutes which govern the determination of a sentence in a criminal case.

    United States Attorney Leah B. Foley; Jonathan Mellone, Special Agent in Charge of the U.S. Department of Labor, Office of Inspector General, Office of Investigations, Labor Racketeering and Fraud, Northeast Region; Michael J. Krol, Special Agent in Charge of Homeland Security Investigations in New England; Colonel Geoffrey D. Noble, Superintendent of the Massachusetts State Police; Boston Police Commissioner Michael Cox; and Thomas Demeo, Acting Special Agent in Charge of the Internal Revenue Service Criminal Investigation, Boston Field Office made the announcement today. Valuable assistance was provided by the Weymouth Police Department. Assistant U.S. Attorney Samuel R. Feldman of the Narcotics and Money Laundering Unit is prosecuting the case.

    This case is part of an Organized Crime Drug Enforcement Task Forces (OCDETF) operation. OCDETF identifies, disrupts, and dismantles the highest-level criminal organizations that threaten the United States using a prosecutor-led, intelligence-driven, multi-agency approach. Additional information about the OCDETF Program can be found at https://www.justice.gov/OCDETF.

    On May 17, 2021, the Attorney General established the COVID-19 Fraud Enforcement Task Force to marshal the resources of the Department of Justice in partnership with agencies across government to enhance efforts to combat and prevent pandemic-related fraud.  The Task Force bolsters efforts to investigate and prosecute the most culpable domestic and international criminal actors and assists agencies tasked with administering relief programs to prevent fraud by augmenting and incorporating existing coordination mechanisms, identifying resources and techniques to uncover fraudulent actors and their schemes, and sharing and harnessing information and insights gained from prior enforcement efforts.  For more information on the department’s response to the pandemic, please visit https://www.justice.gov/coronavirus and https://www.justice.gov/coronavirus/combatingfraud.

    Anyone with information about allegations of attempted fraud involving COVID-19 can report it by calling the Department of Justice’s National Center for Disaster Fraud (NCDF) Hotline via the https://www.justice.gov/disaster-fraud/webform/ncdf-disaster-complaint-form.https://www.justice.gov/disaster-fraud/webform/ncdf-disaster-complaint-form

    The details contained in the charging documents are allegations. The defendant is presumed innocent unless and until proven guilty beyond a reasonable doubt in a court of law.
     

    MIL Security OSI

  • MIL-OSI: FinWise Bancorp Reports Fourth Quarter and Full Year 2024 Results

    Source: GlobeNewswire (MIL-OSI)

    – Loan Originations of $5.0 Billion for 2024, including $1.3 Billion for Fourth Quarter –

    – Net Income of $12.7 Million for 2024, including $2.8 Million for Fourth Quarter –

    – Diluted Earnings Per Share of $0.93 for 2024, including $0.20 for Fourth Quarter –

    MURRAY, Utah, Jan. 30, 2025 (GLOBE NEWSWIRE) — FinWise Bancorp (NASDAQ: FINW) (“FinWise” or the “Company”), parent company of FinWise Bank (the “Bank”), today announced results for the quarter and fiscal year ended December 31, 2024.

    Fourth Quarter 2024 Highlights

    • Loan originations totaled $1.3 billion, compared to $1.4 billion for the quarter ended September 30, 2024, and $1.2 billion for the fourth quarter of the prior year
    • Net interest income was $15.5 million, compared to $14.8 million for the quarter ended September 30, 2024, and $14.4 million for the fourth quarter of the prior year
    • Net income was $2.8 million, compared to $3.5 million for the quarter ended September 30, 2024, and $4.2 million for the fourth quarter of the prior year
    • Diluted earnings per share (“EPS”) were $0.20 for the quarter, compared to $0.25 for the quarter ended September 30, 2024, and $0.32 for the fourth quarter of the prior year
    • Efficiency ratio1 was 64.2%, compared to 67.5% for the quarter ended September 30, 2024, and 56.0% for the fourth quarter of the prior year
    • Nonperforming loan balances were $36.4 million as of December 31, 2024, compared to $30.6 million as of September 30, 2024, and $27.1 million as of December 31, 2023. Nonperforming loan balances guaranteed by the Small Business Administration (“SBA”) were $19.2 million, $17.8 million, and $15.0 million as of December 31, 2024, September 30, 2024, and December 31, 2023, respectively

    “Our fourth quarter results capped off a strong 2024 for FinWise, as we made significant progress in our goal to expand and diversify our sources of revenue to enhance the company’s long-term growth,” said Kent Landvatter, CEO of FinWise. “We were also pleased with the rebound in loan originations from existing programs, as well as the number of new strategic programs we announced, including four new Lending programs, two of which include our Credit Enhancement product, one Payments and one Credit Card program. As we look ahead to 2025, we are excited about the outlook, and currently anticipate continued stability in originations from existing programs, acceleration in production from new and ramping programs, a strong pipeline for new partners and remain committed to generating positive operating leverage.”

    ____________________

    1 See “Reconciliation of Non-GAAP to GAAP Financial Measures” for a reconciliation of this non-GAAP measure.

    Selected Financial and Other Data

    ($ in thousands, except per share amounts) As of and for the Three Months Ended   As of and for the Years Ended
      12/31/2024   9/30/2024   12/31/2023   12/31/2024   12/31/2023
    Amount of loans originated $ 1,305,028     $ 1,448,251     $ 1,177,704     $ 5,015,662     $ 4,303,361  
    Net income $ 2,793     $ 3,454     $ 4,156     $ 12,742     $ 17,460  
    Diluted EPS $ 0.20     $ 0.25     $ 0.32     $ 0.93     $ 1.33  
    Return on average assets   1.6 %     2.1 %     2.9 %     2.0 %     3.5 %
    Return on average equity   6.5 %     8.3 %     10.8 %     7.7 %     11.9 %
    Yield on loans   14.01 %     14.16 %     16.21 %     14.47 %     17.05 %
    Cost of interest-bearing deposits   4.30 %     4.85 %     4.82 %     4.57 %     4.22 %
    Net interest margin   10.00 %     9.70 %     10.61 %     9.99 %     11.65 %
    Efficiency ratio(1)   64.2 %     67.5 %     56.0 %     64.9 %     53.4 %
    Tangible book value per share(2) $ 13.15     $ 12.90     $ 12.41     $ 13.15     $ 12.41  
    Tangible shareholders’ equity to tangible assets(2)   23.3 %     24.9 %     26.5 %     23.3 %     26.5 %
    Leverage ratio (Bank under CBLR)   20.6 %     20.3 %     20.7 %     20.6 %     20.7 %
    Full-time equivalent employees   196       194       162       196       162  
                                           

    (1) This measure is not a measure recognized under United States generally accepted accounting principles, or GAAP, and is therefore considered to be a non-GAAP financial measure. See “Reconciliation of Non-GAAP to GAAP Financial Measures” for a reconciliation of this measure to its most comparable GAAP measure. The efficiency ratio is defined as total non-interest expense divided by the sum of net interest income and non-interest income. The Company believes this measure is important as an indicator of productivity because it shows the amount of revenue generated for each dollar spent.
    (2) Tangible shareholders’ equity to tangible assets is considered a non-GAAP financial measure. Tangible shareholders’ equity is defined as total shareholders’ equity less goodwill and other intangible assets. The most directly comparable GAAP financial measure is total shareholder’s equity to total assets. The Company had no goodwill or other intangible assets at the end of any period indicated. The Company has not considered loan servicing rights or loan trailing fee assets as intangible assets for purposes of this calculation. As a result, tangible shareholders’ equity is the same as total shareholders’ equity at the end of each of the periods indicated.

    Net Interest Income
    Net interest income was $15.5 million for the fourth quarter of 2024, compared to $14.8 million for the prior quarter and $14.4 million for the prior year period. The increase from the prior quarter was primarily due to an average balance increase in the loans held for investment (“HFI”) portfolio and a decrease in yields paid on interest-earning deposits, principally certificate of deposits. Further contributing to the increase from the prior quarter was a third quarter 2024 decrease in net interest income of $0.5 million for accrued interest not previously reversed at the time loans were deemed nonperforming. The increase from the prior year period was primarily due to increases in the average balances of loans held-for-sale and loans HFI portfolios and was partially offset by yield decreases on those same portfolios as well as decreased volumes and rates paid on the Company’s interest bearing deposits.

    Loan originations totaled $1.3 billion for the fourth quarter, compared to $1.4 billion for the prior quarter of 2024 and $1.2 billion for the prior year period.

    Net interest margin for the fourth quarter of 2024 was 10.00%, compared to 9.70% for the prior quarter and 10.61% for the prior year period. The increase in net interest margin from the prior quarter is primarily attributable to the current quarter decrease in the cost of certificates of deposits and the growth in the overall loan portfolio. The decrease from the prior year period is primarily attributable to the Company’s strategy to reduce the average credit risk in the loan portfolio by increasing its investment in higher quality but lower yielding loans.

    Provision for Credit Losses
    The Company’s provision for credit losses was $3.9 million for the fourth quarter of 2024, compared to $2.2 million for the prior quarter and $3.2 million for the prior year period. The provision for credit losses increased when compared to the prior quarter and prior year period due primarily to a net charge-off on the non-guaranteed portion of SBA loans in the fourth quarter of 2024 of $1.0 million.

    Non-interest Income

      Three Months Ended
    ($ in thousands) 12/31/2024   9/30/2024   12/31/2023
    Non-interest income          
    Strategic Program fees $ 4,899     $ 4,862     $ 4,229  
    Gain on sale of loans   872       393       440  
    SBA loan servicing fees, net   181       87       572  
    Change in fair value on investment in BFG   (200 )     (100 )     200  
    Credit enhancement income   25       47        
    Other miscellaneous income   (174 )     765       716  
    Total non-interest income $ 5,603     $ 6,054     $ 6,157  
     

    The decrease in non-interest income from the prior quarter and prior year period was primarily due to a decrease in other miscellaneous income resulting from the $0.9 million charge-off of unamortized premium on approximately $160.0 million of callable CDs which were called during the fourth quarter of 2024 and replaced with lower cost CDs. This decrease was partially offset by the $0.5 million gain on sale of the guaranteed portion of SBA loans that occurred during the fourth quarter of 2024.

    Non-interest Expense

      Three Months Ended
    ($ in thousands) 12/31/2024   9/30/2024   12/31/2023
    Non-interest expense          
    Salaries and employee benefits $ 9,375     $ 9,659     $ 7,396  
    Professional services   556       1,331       1,433  
    Occupancy and equipment expenses   1,094       1,046       923  
    Credit enhancement expense   5       3        
    Other operating expenses   2,534       2,010       1,751  
    Total non-interest expense $ 13,564     $ 14,049     $ 11,503  
     

    The decrease in non-interest expense from the prior quarter was primarily due to a decrease in salaries and employee benefits resulting from bonus accrual reductions and a decrease in professional services expense resulting from a reduction in accruals for legal services. The increase in non-interest expense from the prior year period was primarily due to an increase in salaries and employee benefits due mainly to increasing headcount and other operating expenses driven by increased spending to support the growth in the Company’s business infrastructure.

    Reflecting the expenses incurred to develop the Company’s business infrastructure, the Company’s efficiency ratio was 64.2% for the fourth quarter of 2024, compared to 67.5% for the prior quarter and 56.0% for the prior year period. As a result of the infrastructure build, the Company anticipates the efficiency ratio will remain elevated until the Company begins to realize the revenues associated with the new programs developed.

    Tax Rate
    The Company’s effective tax rate was 24.3% for the fourth quarter of 2024, compared to 25.1% for the prior quarter and 28.5% for the prior year period. The decrease from the prior quarter was due primarily to more favorable resolution of historical state tax matters during the fourth quarter of 2024. The decrease from the prior year period was primarily due to a reduction in permanent differences impacting income tax expense.

    Net Income
    Net income was $2.8 million for the fourth quarter of 2024, compared to $3.5 million for the prior quarter and $4.2 million for the prior year period. The changes in net income for the three months ended December 31, 2024 compared to the prior quarter and prior year period are the result of the factors discussed above.

    Balance Sheet
    The Company’s total assets were $746.0 million as of December 31, 2024, an increase from $683.0 million as of September 30, 2024 and $586.2 million as of December 31, 2023. The increase in total assets from September 30, 2024 was primarily due to continued growth in the Company’s loans HFI, net, and loans held-for-sale portfolios of $29.7 million and $7.6 million, respectively, as well as an increase of $21.5 million in interest-bearing cash deposits. The increase in total assets compared to December 31, 2023 was primarily due to increases in the Company’s loans HFI, net, and loans held-for-sale portfolios of $89.3 million and $44.1 million, respectively, as well as an increase in investment securities available-for-sale of $29.9 million, partially offset by a decrease of $17.0 million in interest-bearing deposits.

    The following table shows the gross loans HFI balances as of the dates indicated:

      12/31/2024   9/30/2024   12/31/2023
    ($ in thousands) Amount   % of total
    loans
      Amount   % of total
    loans
      Amount   % of total
    loans
    SBA $ 255,056       54.8 %   $ 251,439       57.9 %   $ 239,922       64.5 %
    Commercial leases   70,153       15.1 %     64,277       14.8 %     38,110       10.2 %
    Commercial, non-real estate   3,691       0.8 %     3,025       0.7 %     2,457       0.7 %
    Residential real estate   51,574       11.1 %     41,391       9.5 %     38,123       10.2 %
    Strategic Program loans   20,122       4.3 %     19,409       4.5 %     19,408       5.2 %
    Commercial real estate:                      
    Owner occupied   41,046       8.8 %     32,480       7.5 %     20,798       5.6 %
    Non-owner occupied   1,379       0.3 %     2,736       0.7 %     2,025       0.5 %
    Consumer   22,212       4.8 %     19,206       4.4 %     11,372       3.1 %
    Total period end loans $ 465,233       100.0 %   $ 433,963       100.0 %   $ 372,215       100.0 %
     

    Note: SBA loans as of December 31, 2024, September 30, 2024 and December 31, 2023 include $158.7 million, $156.3 million and $131.7 million, respectively, of SBA 7(a) loan balances that are guaranteed by the SBA. The HFI balance on Strategic Program loans with annual interest rates below 36% as of December 31, 2024, September 30, 2024 and December 31, 2023 was $3.1 million, $3.2 million and $3.6 million, respectively.

    Total gross loans HFI as of December 31, 2024 increased compared to September 30, 2024 and December 31, 2023. The Company experienced growth across all loan portfolios, with the exception of non-owner occupied CRE, consistent with its strategy to increase its loan portfolio with higher quality, lower rate loans.

    The following table shows the Company’s deposit composition as of the dates indicated:

      As of
    12/31/2024   9/30/2024   12/31/2023
    ($ in thousands) Amount   Percent   Amount   Percent   Amount   Percent
    Noninterest-bearing demand deposits $ 126,782       23.3 %   $ 142,785       29.2 %   $ 95,486       23.6 %
    Interest-bearing deposits:                      
    Demand   71,403       13.1 %     58,984       12.1 %     50,058       12.4 %
    Savings   9,287       1.7 %     9,592       1.9 %     8,633       2.1 %
    Money market   16,709       3.0 %     15,027       3.1 %     11,661       2.9 %
    Time certificates of deposit   320,771       58.9 %     262,271       53.7 %     238,995       59.0 %
    Total period end deposits $ 544,952       100.0 %   $ 488,659       100.0 %   $ 404,833       100.0 %
     

    The increase in total deposits from September 30, 2024 and December 31, 2023 was driven primarily by increases in brokered time certificates of deposits, which were added to fund loan growth and increase balance sheet liquidity. The increase in total deposits from December 31, 2023 was also driven primarily by an increase in noninterest-bearing demand deposits and interest-bearing demand deposits, primarily due to growth from new and existing customer relationships.

    Total shareholders’ equity as of December 31, 2024 increased $3.4 million to $173.7 million from $170.4 million at September 30, 2024. Compared to December 31, 2023, total shareholders’ equity increased by $18.7 million from $155.1 million. The increase from September 30, 2024 was primarily due to the Company’s net income. The increase from December 31, 2023 was primarily due to the Company’s net income as well as the additional capital issued in exchange for the Company’s increased ownership in BFG, partially offset by the repurchase of common stock under the Company’s share repurchase program.

    Bank Regulatory Capital Ratios
    The following table presents the leverage ratios for the Bank as of the dates indicated as determined under the Community Bank Leverage Ratio Framework of the Federal Deposit Insurance Corporation:

      As of    
    Capital Ratios 12/31/2024   9/30/2024   12/31/2023   Well-Capitalized Requirement
    Leverage ratio   20.6 %     20.3 %     20.7 %     9.0 %
                                   

    The leverage ratio increase from the prior quarter resulted primarily from earnings generated by operations growing at a faster pace than average assets. The slight decrease in the leverage ratio from the prior year period resulted primarily from the growth in the loan portfolio. The Bank’s capital levels remain significantly above well-capitalized guidelines as of December 31, 2024.

    Share Repurchase Program
    Since the share repurchase program’s inception in March 2024 through December 31, 2024, the Company has repurchased a total of 44,608 shares for $0.5 million. There were no shares repurchased during the fourth quarter of 2024.

    Asset Quality
    The recorded balances of nonperforming loans were $36.4 million, or 7.8% of total loans HFI, as of December 31, 2024, compared to $30.6 million, or 7.1% of total loans HFI, as of September 30, 2024 and $27.1 million, or 7.3% of total loans HFI, as of December 31, 2023. The balances of nonperforming loans guaranteed by the SBA were $19.2 million, $17.8 million, and $15.0 million as of December 31, 2024, September 30, 2024 and December 31, 2023, respectively. The increase in nonperforming loans from the prior periods was primarily attributable to lingering financial stress on borrowers from the longer than expected higher interest rate environment. The Company’s allowance for credit losses to total loans HFI was 2.8% as of December 31, 2024 compared to 2.9% as of September 30, 2024 and 3.5% as of December 31, 2023. The decrease in the ratio from the prior quarter and prior year period was primarily due to the increased balance of the guaranteed portion of the SBA 7(a) program loans, growth in the balances of lower risk CRE, leasing and other HFI loan portfolios, and the shift in our Strategic Program HFI loan balances to programs with lower historical losses.

    The Company’s net charge-offs were $3.2 million, $2.4 million and $3.4 million for the three months ended December 31, 2024, September 30, 2024, and December 31, 2023, respectively. The increase from the prior quarter is primarily due to charge-offs relating to SBA loans that moved to nonaccrual status in the fourth quarter as well as increased net charge-offs in the Strategic Program loans portfolio. The decrease from the prior year period is primarily due to increased recoveries during the fourth quarter of 2024.

    The following table presents a summary of changes in the allowance for credit losses and asset quality ratios for the periods indicated:

      Three Months Ended
    ($ in thousands) 12/31/2024   9/30/2024   12/31/2023
    Allowance for credit losses:          
    Beginning balance $ 12,661     $ 13,127     $ 12,986  
    Provision for credit losses(1)   3,766       1,944       3,272  
    Charge offs          
    Residential real estate   (206 )     (27 )     (104 )
    Commercial real estate          
    Owner occupied   (411 )     (103 )     (561 )
    Non-owner occupied         (221 )      
    Commercial and industrial   (555 )     (96 )     (281 )
    Consumer   (60 )     (15 )     (22 )
    Lease financing receivables       (113 )      
    Strategic Program loans   (2,528 )     (2,360 )     (2,656 )
    Recoveries          
    Construction and land development                
    Residential real estate   6       3       3  
    Residential real estate multifamily                
    Commercial real estate          
    Owner occupied   112       219       (11 )
    Non-owner occupied                
    Commercial and industrial         2       1  
    Consumer   1       4        
    Lease financing receivables   77       8        
    Strategic Program loans   313       289       261  
    Ending Balance $ 13,176     $ 12,661     $ 12,888  
               
    Credit Quality Data As of and For the Three Months Ended
    ($ in thousands) 12/31/2024   9/30/2024   12/31/2023
    Nonperforming loans:          
    Guaranteed $ 19,204     $ 17,804     $ 14,966  
    Unguaranteed   17,227       12,844       12,161  
    Total nonperforming loans $ 36,431     $ 30,648     $ 27,127  
    Allowance for credit losses $ 13,176     $ 12,661     $ 12,888  
    Net charge offs $ 3,249     $ 2,409     $ 3,370  
    Total loans held for investment $ 465,233     $ 433,963     $ 372,215  
    Total loans held for investment less guaranteed balances $ 306,482     $ 277,635     $ 240,471  
    Average loans held for investment $ 454,474     $ 422,820     $ 350,852  
    Nonperforming loans to total loans held for investment   7.8 %     7.1 %     7.3 %
    Net charge offs to average loans held for investment (annualized)   2.8 %     2.3 %     3.8 %
    Allowance for credit losses to loans held for investment   2.8 %     2.9 %     3.5 %
    Allowance for credit losses to loans held for investment less guaranteed balances   4.3 %     4.6 %     5.4 %

    (1) Excludes the provision for unfunded commitments.

    Webcast and Conference Call Information
    FinWise will host a conference call today at 5:30 PM ET to discuss its financial results for the fourth quarter and year ended December 31, 2024. A simultaneous audio webcast of the conference call will be available at https://investors.finwisebancorp.com/.

    The dial-in number for the conference call is (877) 423-9813 (toll-free) or (201) 689-8573 (international). The conference ID is 13750402. Please dial the number 10 minutes prior to the scheduled start time.

    A webcast replay of the call will be available at investors.finwisebancorp.com for six months following the call.

    Website Information
    The Company intends to use its website, www.finwisebancorp.com, as a means of disclosing material non-public information and for complying with its disclosure obligations under Regulation FD. Such disclosures will be included in the Company’s website’s Investor Relations section. Accordingly, investors should monitor the Investor Relations portion of the Company’s website, in addition to following its press releases, filings with the Securities and Exchange Commission (“SEC”), public conference calls, and webcasts. To subscribe to the Company’s e-mail alert service, please click the “Email Alerts” link in the Investor Relations section of its website and submit your email address. The information contained in, or that may be accessed through, the Company’s website is not incorporated by reference into or a part of this document or any other report or document it files with or furnishes to the SEC, and any references to the Company’s website are intended to be inactive textual references only.

    About FinWise Bancorp
    FinWise Bancorp is a Utah bank holding company headquartered in Murray, Utah which wholly owns FinWise Bank, a Utah chartered state bank, and FinWise Investment LLC (together “FinWise”). FinWise provides Banking and Payments solutions to fintech brands. The Company is expanding and diversifying its business model by incorporating Payments (MoneyRails™) and BIN Sponsorship offerings. Its Strategic Program Lending business, conducted through scalable API-driven infrastructure, powers deposit, lending and payments programs for leading fintech brands. In addition, FinWise manages other Lending programs such as SBA 7(a), Owner Occupied Commercial Real Estate, and Leasing, which provide flexibility for disciplined balance sheet growth. Through its compliance oversight and risk management-first culture, the Company is well positioned to guide fintechs through a rigorous process to facilitate regulatory compliance. For more information about FinWise visit https://investors.finwisebancorp.com.

    Contacts
    investors@finwisebank.com
    media@finwisebank.com

    “Safe Harbor” Statement Under the Private Securities Litigation Reform Act of 1995
    This release contains forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect the Company’s current views with respect to, among other things, future events and its financial performance. These statements are often, but not always, made through the use of words or phrases such as “may,” “might,” “should,” “could,” “predict,” “potential,” “believe,” “will likely result,” “expect,” “continue,” “will,” “anticipate,” “seek,” “estimate,” “intend,” “plan,” “project,” “projection,” “forecast,” “budget,” “goal,” “target,” “would,” “aim” and “outlook,” or the negative version of those words or other comparable words or phrases of a future or forward-looking nature. These forward-looking statements are not historical facts, and are based on current expectations, estimates and projections about the Company’s industry and management’s beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond the Company’s control. The inclusion of these forward-looking statements should not be regarded as a representation by the Company or any other person that such expectations, estimates and projections will be achieved. Accordingly, the Company cautions you that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions and uncertainties that are difficult to predict. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable as of the date made, actual results may prove to be materially different from the results expressed or implied by the forward-looking statements.

    There are or will be important factors that could cause the Company’s actual results to differ materially from those indicated in these forward-looking statements, including, but not limited to, the following: (a) the success of the financial technology industry, as well as the continued evolution of the regulation of this industry; (b) the ability of the Company’s Strategic Program or Fintech Banking and Payments Solutions service providers to comply with regulatory regimes, and the Company’s ability to adequately oversee and monitor its Strategic Program and Fintech Banking and Payments Solutions service providers; (c) the Company’s ability to maintain and grow its relationships with its service providers; (d) changes in the laws, rules, regulations, interpretations or policies relating to financial institutions, accounting, tax, trade, monetary and fiscal matters, including the application of interest rate caps or maximums; (e) the Company’s ability to keep pace with rapid technological changes in the industry or implement new technology effectively; (f) system failure or cybersecurity breaches of the Company’s network security; (g) potential exposure to fraud, negligence, computer theft and cyber-crime and other disruptions in the Company’s computer systems relating to its development and use of new technology platforms; (h) the Company’s reliance on third-party service providers for core systems support, informational website hosting, internet services, online account opening and other processing services; (i) general economic and business conditions, either nationally or in the Company’s market areas; (j) increased national or regional competition in the financial services industry; (k) the Company’s ability to measure and manage its credit risk effectively and the potential deterioration of the business and economic conditions in the Company’s primary market areas; (l) the adequacy of the Company’s risk management framework; (m) the adequacy of the Company’s allowance for credit losses (“ACL”); (n) the financial soundness of other financial institutions; (o) new lines of business or new products and services; (p) changes in Small Business Administration (“SBA”) rules, regulations and loan products, including specifically the Section 7(a) program or changes to the status of the Bank as an SBA Preferred Lender; (q) the value of collateral securing the Company’s loans; (r) the Company’s levels of nonperforming assets; (s) losses from loan defaults; (t) the Company’s ability to protect its intellectual property and the risks it faces with respect to claims and litigation initiated against the Company; (u) the Company’s ability to implement its growth strategy; (v) the Company’s ability to launch new products or services successfully; (w) the concentration of the Company’s lending and depositor relationships through Strategic Programs in the financial technology industry generally; (x) interest-rate and liquidity risks; (y) the effectiveness of the Company’s internal control over financial reporting and its ability to remediate any future material weakness in its internal control over financial reporting; (z) dependence on the Company’s management team and changes in management composition; (aa) the sufficiency of the Company’s capital; (bb) compliance with laws and regulations, supervisory actions, the Dodd-Frank Act, capital requirements, the Bank Secrecy Act and other anti-money laundering laws, predatory lending laws, and other statutes and regulations; (cc) results of examinations of the Company by its regulators; (dd) the Company’s involvement from time to time in legal proceedings; (ee) natural disasters and adverse weather, acts of terrorism, pandemics, an outbreak of hostilities or other international or domestic calamities, and other matters beyond the Company’s control; (ff) future equity and debt issuances; (gg) that the anticipated benefits of new lines of business that the Company may enter or investments or acquisitions the Company may make are not realized within the expected time frame or at all as a result of such things as the strength or weakness of the economy and competitive factors in the areas where the Company and such other businesses operate; and (hh) other factors listed from time to time in the Company’s filings with the Securities and Exchange Commission, including, without limitation, its Annual Report on Form 10-K for the year ended December 31, 2023 and subsequent reports on Form 10-Q and Form 8-K.

    The timing and amount of purchases under the Company’s share repurchase program will be determined by the Share Repurchase Committee based upon market conditions and other factors. Purchases may be made pursuant to a program adopted under Rule 10b5-1 under the Securities Exchange Act of 1934, as amended. The program does not require the Company to purchase any specific number or amount of shares and may be suspended or reinstated at any time in the Company’s discretion and without notice.

    Any forward-looking statement speaks only as of the date of this release, and the Company does not undertake any obligation to publicly update or review any forward-looking statement, whether because of new information, future developments or otherwise, except as required by law. New risks and uncertainties may emerge from time to time, and it is not possible for the Company to predict their occurrence. In addition, the Company cannot assess the impact of each risk and uncertainty on its business or the extent to which any risk or uncertainty, or combination of risks and uncertainties, may cause actual results to differ materially from those contained in any forward-looking statements.

    FINWISE BANCORP
    CONSOLIDATED BALANCE SHEETS
    ($ in thousands; Unaudited)
     
      12/31/2024   9/30/2024   12/31/2023
    ASSETS          
    Cash and cash equivalents          
    Cash and due from banks $ 9,600     $ 7,705     $ 411  
    Interest-bearing deposits   99,562       78,063       116,564  
    Total cash and cash equivalents   109,162       85,768       116,975  
    Investment securities available-for-sale, at fair value   29,930       30,472        
    Investment securities held-to-maturity, at cost   12,565       13,270       15,388  
    Investment in Federal Home Loan Bank (“FHLB”) stock, at cost   349       349       238  
    Strategic Program loans held-for-sale, at lower of cost or fair value   91,588       84,000       47,514  
    Loans held for investment, net   447,812       418,065       358,560  
    Credit enhancement asset   111       86        
    Premises and equipment, net   16,328       17,099       14,630  
    Accrued interest receivable   3,566       3,098       3,573  
    SBA servicing asset, net   3,273       3,261       4,231  
    Investment in Business Funding Group (“BFG”), at fair value   7,700       7,900       4,200  
    Operating lease right-of-use (“ROU”) assets   3,564       3,735       4,293  
    Income tax receivable, net   8,868       3,317       2,400  
    Other assets   11,160       12,611       14,219  
    Total assets $ 745,976     $ 683,031     $ 586,221  
             
    LIABILITIES AND SHAREHOLDERS’ EQUITY          
    Liabilities          
    Deposits          
    Noninterest-bearing $ 126,782     $ 142,785     $ 95,486  
    Interest-bearing   418,170       345,874       309,347  
    Total deposits   544,952       488,659       404,833  
    Accrued interest payable   1,494       647       619  
    Income taxes payable, net   4,423             1,873  
    Deferred taxes, net   899       1,036       748  
    PPP Liquidity Facility   64       106       190  
    Operating lease liabilities   5,302       5,542       6,296  
    Other liabilities   15,122       16,671       16,606  
    Total liabilities   572,256       512,661       431,165  
               
    Shareholders’ equity          
    Common stock   13       13       12  
    Additional paid-in-capital   56,926       56,214       51,200  
    Retained earnings   116,594       113,801       103,844  
    Accumulated other comprehensive income, net of tax   187       342        
    Total shareholders’ equity   173,720       170,370       155,056  
    Total liabilities and shareholders’ equity $ 745,976     $ 683,031     $ 586,221  
    FINWISE BANCORP
    CONSOLIDATED STATEMENTS OF INCOME
    ($ in thousands, except per share amounts; Unaudited)
     
      Three Months Ended
      12/31/2024   9/30/2024   12/31/2023
    Interest income          
    Interest and fees on loans $ 18,388     $ 17,590     $ 16,192  
    Interest on securities   401       298       101  
    Other interest income   573       1,036       1,759  
    Total interest income   19,362       18,924       18,052  
               
    Interest expense          
    Interest on deposits   3,833       4,161       3,685  
    Total interest expense   3,833       4,161       3,685  
    Net interest income   15,529       14,763       14,367  
               
    Provision for credit losses   3,878       2,157       3,210  
    Net interest income after provision for credit losses   11,651       12,606       11,157  
               
    Non-interest income          
    Strategic Program fees   4,899       4,862       4,229  
    Gain on sale of loans, net   872       393       440  
    SBA loan servicing fees, net   181       87       572  
    Change in fair value on investment in BFG   (200 )     (100 )     200  
    Credit enhancement income   25       47        
    Other miscellaneous (loss) income   (174 )     765       716  
    Total non-interest income   5,603       6,054       6,157  
               
    Non-interest expense          
    Salaries and employee benefits   9,375       9,659       7,396  
    Professional services   556       1,331       1,433  
    Occupancy and equipment expenses   1,094       1,046       923  
    Credit enhancement expense   5       3        
    Other operating expenses   2,534       2,010       1,751  
    Total non-interest expense   13,564       14,049       11,503  
    Income before income taxes   3,690       4,611       5,811  
               
    Provision for income taxes   897       1,157       1,655  
    Net income $ 2,793     $ 3,454     $ 4,156  
               
    Earnings per share, basic $ 0.21     $ 0.26     $ 0.33  
    Earnings per share, diluted $ 0.20     $ 0.25     $ 0.32  
               
    Weighted average shares outstanding, basic   12,659,986       12,658,557       12,261,101  
    Weighted average shares outstanding, diluted   13,392,411       13,257,835       12,752,051  
    Shares outstanding at end of period   13,211,640       13,211,160       12,493,565  
    FINWISE BANCORP
    CONSOLIDATED STATEMENTS OF INCOME
    ($ in thousands, except per share amounts)
     
      Years Ended
      12/31/2024   12/31/2023
      (Unaudited)    
    Interest income      
    Interest and fees on loans $ 68,892     $ 58,445  
    Interest on securities   897       338  
    Other interest income   4,563       5,751  
    Total interest income   74,352       64,534  
           
    Interest expense      
    Interest on deposits   15,440       9,974  
    Other interest expense         1  
    Total interest expense   15,440       9,975  
    Net interest income   58,912       54,559  
           
    Provision for credit losses   11,573       11,638  
    Net interest income after provision for credit losses   47,339       42,921  
           
    Non-interest income      
    Strategic Program fees   17,762       15,914  
    Gain on sale of loans, net   2,036       1,684  
    SBA loan servicing fees, net   1,137       1,842  
    Change in fair value on investment in BFG   (624 )     (600 )
    Credit enhancement income   111        
    Other miscellaneous income   2,063       2,616  
    Total non-interest income   22,485       21,456  
           
    Non-interest expense      
    Salaries and employee benefits   35,205       25,751  
    Professional services   4,736       4,961  
    Occupancy and equipment expenses   4,240       3,312  
    Credit enhancement expense   8        
    Other operating expenses   8,646       6,540  
    Total non-interest expense   52,835       40,564  
    Income before income taxes   16,989       23,813  
           
    Provision for income taxes   4,247       6,353  
    Net income $ 12,742     $ 17,460  
           
    Earnings per share, basic $ 0.98     $ 1.38  
    Earnings per share, diluted $ 0.93     $ 1.33  
           
    Weighted average shares outstanding, basic   12,612,455       12,488,564  
    Weighted average shares outstanding, diluted   13,228,869       12,909,648  
    Shares outstanding at end of period   13,211,640       12,493,565  
    FINWISE BANCORP
    AVERAGE BALANCES, YIELDS, AND RATES
    ($ in thousands; Unaudited)
     
    Three Months Ended
    12/31/2024   9/30/2024   12/31/2023
      Average Balance   Interest   Average
    Yield/Rate
      Average
    Balance
      Interest   Average
    Yield/Rate
      Average
    Balance
      Interest   Average
    Yield/Rate
    Interest earning assets:                                  
    Interest-bearing deposits $ 52,375     $ 573       4.35 %   $ 78,967     $ 1,036       5.22 %   $ 125,462     $ 1,759       5.56 %
    Investment securities   43,212       401       3.69 %     33,615       298       3.53 %     15,670       101       2.56 %
    Strategic Program loans held-for-sale   67,676       5,040       29.63 %     70,123       4,913       27.87 %     45,370       4,307       37.66 %
    Loans held for investment   454,474       13,348       11.68 %     422,820       12,677       11.93 %     350,852       11,885       13.44 %
    Total interest earning assets   617,737       19,362       12.47 %     605,525       18,924       12.43 %     537,354       18,052       13.33 %
    Noninterest-earning assets   55,767               56,290               32,202          
    Total assets $ 673,504             $ 661,815             $ 569,556          
    Interest-bearing liabilities:                                  
    Demand $ 57,305     $ 617       4.28 %   $ 55,562     $ 547       3.92 %   $ 47,784     $ 562       4.67 %
    Savings   9,192       9       0.40 %     9,538       18       0.76 %     8,096       13       0.65 %
    Money market accounts   15,726       147       3.73 %     13,590       127       3.72 %     13,419       53       1.55 %
    Certificates of deposit   272,799       3,060       4.46 %     262,537       3,469       5.26 %     234,088       3,057       5.18 %
    Total deposits   355,022       3,833       4.30 %     341,227       4,161       4.85 %     303,387       3,685       4.82 %
    Other borrowings   79             0.35 %     112             0.35 %     206             0.35 %
    Total interest-bearing liabilities   355,101       3,833       4.29 %     341,339       4,161       4.85 %     303,593       3,685       4.82 %
    Noninterest-bearing deposits   119,945               127,561               92,767          
    Noninterest-bearing liabilities   27,636               25,536               21,099          
    Shareholders’ equity   170,823               167,379               152,097          
    Total liabilities and shareholders’ equity $ 673,505             $ 661,815             $ 569,556          
    Net interest income and interest rate spread     $ 15,529       8.18 %       $ 14,763       7.58 %       $ 14,367       8.51 %
    Net interest margin           10.00 %             9.70 %             10.61 %
    Ratio of average interest-earning assets to average interest- bearing liabilities           173.96 %             177.40 %             177.00 %
    FINWISE BANCORP
    AVERAGE BALANCES, YIELDS, AND RATES
    ($ in thousands; Unaudited)
     
    Years Ended
    12/31/2024   12/31/2023
      Average
    Balance
      Interest   Average
    Yield/Rate
      Average
    Balance
      Interest   Average
    Yield/Rate
    Interest earning assets:                      
    Interest-bearing deposits $ 87,086     $ 4,563       5.24 %   $ 110,866     $ 5,751       5.19 %
    Investment securities   26,691       897       3.36 %     14,731       338       2.30 %
    Loans held for sale   58,896       17,698       30.05 %     39,090       15,051       38.50 %
    Loans held for investment   417,207       51,194       12.27 %     303,784       43,394       14.28 %
    Total interest earning assets   589,880       74,352       12.60 %     468,472       64,534       13.78 %
    Noninterest-earning assets   47,598               25,269          
    Total assets $ 637,478             $ 493,740          
    Interest-bearing liabilities:                      
    Demand $ 59,317     $ 2,108       3.55 %   $ 45,454     $ 1,856       4.08 %
    Savings   9,574       66       0.69 %     8,207       51       0.62 %
    Money market accounts   12,284       452       3.68 %     13,665       362       2.65 %
    Certificates of deposit   256,575       12,814       4.99 %     168,887       7,705       4.56 %
    Total deposits   337,750       15,440       4.57 %     236,213       9,974       4.22 %
    Other borrowings   126             0.34 %     251       1       0.35 %
    Total interest-bearing liabilities   337,876       15,440       4.57 %     236,464       9,975       4.22 %
    Noninterest-bearing deposits   107,760               93,126          
    Noninterest-bearing liabilities   26,634               17,250          
    Shareholders’ equity   165,208               146,901          
    Total liabilities and shareholders’ equity $ 637,478             $ 493,740          
    Net interest income and interest rate spread     $ 58,912       8.03 %       $ 54,559       9.56 %
    Net interest margin           9.99 %             11.65 %
    Ratio of average interest-earning assets to average interest- bearing liabilities           174.58 %             198.12 %
    Reconciliation of Non-GAAP to GAAP Financial Measures
    (Unaudited)
     
    Efficiency ratio Three Months Ended   Years Ended
      12/31/2024   9/30/2024   12/31/2023   12/31/2024     12/31/2023  
    ($ in thousands)                      
    Non-interest expense $ 13,564     $ 14,049     $ 11,503     $ 52,835     $ 40,564  
                           
    Net interest income   15,529       14,763       14,367       58,912       54,559  
    Total non-interest income   5,603       6,054       6,157       22,485       21,456  
    Adjusted operating revenue $ 21,132     $ 20,817     $ 20,524     $ 81,397     $ 76,015  
    Efficiency ratio   64.2 %     67.5 %     56.0 %     64.9 %     53.4 %
     

    FinWise has entered into agreements with certain of its Strategic Program service providers pursuant to which they provide credit enhancement on loans which protects the Bank by indemnifying or reimbursing the Bank for incurred credit and fraud losses. We estimate and record a provision for expected losses for these Strategic Program loans in accordance with GAAP, which requires estimation of the provision without consideration of the credit enhancement . When the provision for expected losses over the life of the loans that are subject to such credit enhancement is recorded, a credit enhancement asset reflecting the potential future recovery of those losses is also recorded on the balance sheet in the form of non-interest income (credit enhancement income). Reimbursement or indemnification for incurred losses is provided for in the form of a deposit reserve account that is replenished periodically by the respective Strategic Program service provider. Any remaining income on such loans in excess of the amounts retained by FinWise and placed in the deposit reserve account are paid to the Strategic Program service provider. Income on such loans in excess of amounts retained by FinWise are expensed for services provided by the Strategic Program service provider including its legal commitment to indemnify or reimburse all credit or fraud losses pursuant to credit enhancement agreements. The credit enhancement asset is reduced as credit enhancement payments and recoveries are received from the Strategic Program service provider or taken from its cash reserve account. If the Strategic Program service provider is unable to fulfill its contracted obligations under its credit enhancement agreement, then the Bank could be exposed to the loss of the reimbursement and credit enhancement income as a result of this counterparty risk. See the following reconciliations of non-GAAP measures for the impact of the credit enhancement on our financial condition and results. Note that these amounts are supplemental and are not a substitute for an analysis based on GAAP measures. Similar amounts for periods prior to the quarter ended December 31, 2024 were immaterial and therefore not separately disclosed.

    The following non-GAAP measures are presented to illustrate the impact of certain credit enhancement expenses on total interest income on loans HFI and average yield on loans HFI:

      As of and for the Three Months Ended   As of and for the Year Ended
    ($ in thousands; unaudited) 12/31/2024   12/31/2024
      Total
    Average
    Loans HFI
      Total
    Interest
    Income on
    Loans HFI
      Average
    Yield on
    Loans HFI
      Total
    Average
    Loans HFI
      Total
    Interest
    Income on
    Loans HFI
      Average
    Yield on
    Loans HFI
    Before adjustment for credit enhancement $ 454,474     $ 13,348       11.68 %   $ 417,207     $ 51,194       12.27 %
    Less: credit enhancement expense       (5 )             (8 )    
    Net of adjustment for credit enhancement expenses $ 454,474     $ 13,343       11.68 %   $ 417,207     $ 51,186       12.27 %
     
     

    Total interest income on loans HFI net of credit enhancement expense and the average yield on loans HFI are non-GAAP measures that include the impact of credit enhancement expense on total interest income on loans HFI and the respective average yield on loans HFI, the most directly comparable GAAP measures.

    The following non-GAAP measures are presented to illustrate the impact of certain credit enhancement expenses on net interest income and net interest margin:

      As of and for the Three Months Ended   As of and for the Year Ended
      12/31/2024   12/31/2024
    ($ in thousands; unaudited) Total
    Average
    Interest-
    Earning
    Assets
      Net Interest
    Income
      Net Interest
    Margin
      Total
    Average
    Interest-
    Earning
    Assets
      Net Interest
    Income
      Net Interest
    Margin
    Before adjustment for credit enhancement $ 617,737     $ 15,529       10.00 %   $ 589,880     $ 58,912       9.99 %
    Less: credit enhancement expense       (5 )             (8 )    
    Net of adjustment for credit enhancement expenses $ 617,737     $ 15,524       10.00 %   $ 589,880     $ 58,904       9.99 %
     

    Net interest income and net interest margin net of credit enhancement expense are non-GAAP measures that include the impact of credit enhancement expenses on net interest income and net interest margin, the most directly comparable GAAP measures.

    Non-interest expenses less credit enhancement expenses is a non-GAAP measure presented to illustrate the impact of credit enhancement expense on non-interest expense:

           
    ($ in thousands; unaudited) Three Months Ended
    December 31, 2024
      Year Ended
    December 31, 2024
    Total non-interest expense $ 13,564     $ 52,835  
    Less: credit enhancement expense   (5 )     (8 )
    Total non-interest expense less credit enhancement expenses $ 13,559     $ 52,827  
     

    Total non-interest expense less credit enhancement expense is a non-GAAP measure that illustrates the impact of credit enhancement expenses on non-interest expense, the most directly comparable GAAP measure.

    Total non-interest income less credit enhancement income is a non-GAAP measure to illustrate the impact of credit enhancement income resulting from credit enhanced loans on non-interest income:

           
    ($ in thousands; unaudited) Three Months Ended December 31, 2024   Year Ended December 31, 2024
    Total non-interest income $ 5,603     $ 22,485  
    Less: credit enhancement income   (25 )     (111 )
    Total non-interest income less credit enhancement income $ 5,578     $ 22,374  
     

    Total non-interest income less indemnification income is a non-GAAP measure that illustrates the impact of credit enhancement income on non-interest income. The most directly comparable GAAP measure is non-interest income.

    The following non-GAAP measure is presented to illustrate the effect of the credit enhancement program that creates the credit enhancement on the allowance for credit losses:

       
    ($ in thousands; unaudited) As of December 31, 2024
    Allowance for credit losses $ (13,176 )
    Less: allowance for credit losses related to credit enhanced loans   (111 )
    Allowance for credit losses excluding the effect of the allowance for credit losses related to credit enhanced loans $ (13,065 )
     

    The allowance for credit losses excluding the effect of the allowance for credit losses related to credit enhanced loans is a non-GAAP measure that reflects the effect of the credit enhancement program on the allowance for credit losses. The total outstanding balance of loans held for investment with credit enhancement as of December 31, 2024 was approximately $0.9 million.

    The MIL Network

  • MIL-OSI Submissions: Tech and Employment – Report: Over 280,000 employees in the tech sector laid off in 2024, another 11,000 job cuts in 2025 – Associated News Network

    Source: Associated News Network

    As new rounds of mass layoffs at major technology companies are being announced in 2025, I am reaching out with our latest report, examining the workforce reductions that occurred around the world in 2024. We also discovered at least 11,000 employees in the technology sector have lost their jobs since the beginning of the year.

    The team at RationalFX aggregated layoff announcements sourced from U.S. WARN notices, the job portal TrueUp, TechCrunch and the Layoffs.fyi layoff tracker for the entirety of 2024. We also looked into the latest layoffs since the beginning of January 2025, focusing on companies in the technology sector.

    According to our research, at least 280,991 employees in tech companies were laid off last year, while January brought another 11,299 job reductions from major companies, including Meta, Microsoft, and Amazon.

    Here are a few key takeaways from the report:

    • Globally, 280,991 layoffs occurred in the tech sector in 2024. In the U.S. alone, 267 companies reduced their workforce with a combined 157,950 job losses.
    • More than half of all layoffs in the tech sector were initiated by U.S.-based companies (157,950 or 56.21% of all), followed by 19,495 job cuts in German companies, 14,740 layoffs in South Korean firms, 14,675 layoffs in Chinese ones, and 12,608 job cuts in companies based in Japan.
    • The tech company with the most significant layoffs in 2024 was U.S. PC maker Dell, which reduced its headcount by 18,500, followed by Intel (15,100 layoffs), and Amazon (14,968 layoffs).
    • California is the U.S. state with the most tech sector layoffs, accounting for 40.4% of all job cuts in the U.S. and roughly 22.7% of all tech layoffs in the world. In 2024, 126 California-based tech firms laid off a combined 63,791 employees.
    • In January 2025, another 11,299 employees in tech companies lost their positions, with this number representing only the confirmed layoffs. Thousands more have been left unemployed with no official statement by their employers.

    Together, the 21 companies with the largest layoffs in 2024 announced a total of 156,654 job reductions. The wave of layoffs continues as companies focus on cutting costs, downsizing, and streamlining operations following significant hiring sprees during the COVID-19 pandemic. Investments in artificial intelligence have also pushed the number of layoffs high as simpler, repetitive tasks are assigned to AI systems, while human workers are either transferred to other departments or laid off.

    Further details about the layoffs in the tech sector and the reasons for job reductions, as well as the complete methodology behind our research, are available in the full report.  (ref. https://www.rationalfx.com/forex-brokers/the-tech-industrys-workforce-crisis-2024s-layoffs-surpass-280000-and-continue-in-2025/ )

    Daniel Lane
    Data Analyst
    AssociatedNews Network

    MIL OSI – Submitted News

  • MIL-OSI: Riverview Bancorp Reports Net Income of $1.2 Million in Third Fiscal Quarter 2025; Results Highlighted by Net Interest Margin Expansion

    Source: GlobeNewswire (MIL-OSI)

    VANCOUVER, Wash., Jan. 30, 2025 (GLOBE NEWSWIRE) — Riverview Bancorp, Inc. (Nasdaq GSM: RVSB) (“Riverview” or the “Company”) today reported earnings of $1.2 million, or $0.06 per diluted share, in the third fiscal quarter ended December 31, 2024, compared to $1.6 million, or $0.07 per diluted share in the second fiscal quarter ended September 30, 2024, and $1.5 million, or $0.07 per diluted share, in the third fiscal quarter a year ago.

    In the first nine months of fiscal 2025, net income was $3.8 million, or $0.18 per diluted share, compared to $6.8 million, or $0.32 per diluted share, in the first nine months of fiscal 2024.

    “Riverview’s operating performance during the third fiscal quarter reflected steady improvements, with net interest margin expansion as a result of stabilizing funding costs and higher loan yields,” stated Nicole Sherman, President and Chief Executive Officer. “While loan payoffs impacted net loan growth during the third quarter, loan production outperformed the previous three quarters and newly funded loans are being boarded at higher rates than the legacy portfolio. Although we still have work to do, we remain focused on managing our balance sheet and improving our performance metrics and profitability in the remainder of fiscal year 2025.”

    Third Quarter Highlights (at or for the period ended December 31, 2024)

    • Net interest income increased to $9.4 million for the quarter, compared to $8.9 million in the preceding quarter and $9.3 million in the third fiscal quarter a year ago.
    • Net interest margin (“NIM”) was 2.60% for the quarter, a 14 basis point improvement compared to the preceding quarter and a 11 basis point improvement compared to the year ago quarter.
    • Riverview Trust Company assets under management increased to $872.6 million at December 31, 2024. Asset management fees continue to improve and increased to $1.4 million for the quarter ended December 31, 2024.
    • Asset quality remained strong, with non-performing assets at $469,000, or 0.03% of total assets at December 31, 2024.
    • Riverview recorded no provision for credit losses during the current quarter, compared to a $100,000 provision in the preceding quarter and no provision in the year ago quarter.
    • Total loans were $1.05 billion at December 31, 2024, compared to $1.06 billion at September 30, 2024, and $1.02 billion at December 31, 2023.
    • Total deposits were $1.22 billion at December 31, 2024, compared to $1.24 billion at September 30, 2024 and $1.22 billion at December 31, 2023.
    • Tangible book value per share (non-GAAP) was $6.20 at December 31, 2024, compared to $6.33 at September 30, 2024, and $6.21 at December 31, 2023.

    Income Statement Review
    Riverview’s net interest income was $9.4 million in the current quarter, compared to $8.9 million in the preceding quarter, and $9.3 million in the third fiscal quarter a year ago. The increase compared to the preceding quarter was driven by higher interest earning asset yields due to higher origination rates on new loan growth as well as loan repricing in addition to the recognition of a loan prepayment fee and related loan fees totaling $318,000. In the first nine months of fiscal 2025, net interest income was $27.2 million, compared to $29.5 million in the first nine months of fiscal 2024. Investment income decreased compared to the nine month period a year ago due to the strategic investment restructuring that was executed in the fourth quarter of fiscal 2024.

    Riverview’s NIM was 2.60% for the third quarter of fiscal 2025, a 14 basis point increase compared to 2.46% in the preceding quarter and a 11 basis-point increase compared to 2.49% in the third quarter of fiscal 2024. “As anticipated, NIM improved during the quarter, as higher yields in interest earning assets offset the modest increase in deposit costs,” said David Lam, EVP and Chief Financial Officer. “With the recent Fed rate reductions, we anticipate deposit costs to further stabilize in future quarters. Additionally, the rate cuts reduced the interest expense on borrowings, which also benefitted NIM during the current quarter.” In the first nine months of fiscal 2025, the net interest margin was 2.51% compared to 2.64% in the same period a year earlier.

    Investment securities decreased $17.8 million during the quarter to $337.2 million at December 31, 2024, compared to $354.9 million at September 30, 2024, and decreased $92.0 million compared to $429.1 million at December 31, 2023. The average securities balances for the quarters ended December 31, 2024, September 30, 2024, and December 31, 2023, were $364.2 million, $378.4 million, and $458.0 million, respectively. The weighted average yields on securities balances for those same periods were 1.82%, 2.05%, and 2.01%, respectively. The duration of the investment portfolio at December 31, 2024 was approximately 5.3 years. The anticipated investment cashflows over the next twelve months is approximately $42.8 million. There were no investment purchases during the third fiscal quarter of 2025.

    Riverview’s yield on loans improved to 4.97% during the third fiscal quarter, compared to 4.80% in the preceding quarter, and 4.56% in the third fiscal quarter a year ago. “Loan yields improved during the current quarter as a result of higher rates on new loan originations and higher rates on existing loans that have come up for repricing, when compared to the existing loan portfolio. We continue to explore opportunities to enhance our loan yield by expanding our commercial business portfolio offerings to include more variable rate loan structures,” said Mike Sventek, EVP and Chief Lending Officer. Deposit costs increased to 1.32% during the third fiscal quarter compared to 1.26% in the preceding quarter, and 0.68% in the third fiscal quarter a year ago due to clients seeking higher deposit yields. The increase from clients seeking higher deposit yields was less impactful quarter over quarter compared to the increase from the third fiscal quarter a year ago given the relative change in the interest rate environment during those respective periods.

    Non-interest income was $3.3 million during the third fiscal quarter of 2025 compared to $3.8 million in the preceding quarter and $3.1 million in the third fiscal quarter of 2024. The preceding quarter included approximately $525,000 in income related to a legal expense recovery from the prior year. In the first nine months of fiscal 2025, non-interest income increased to $10.5 million compared to $9.7 million in the same period a year ago.

    Asset management fees were $1.4 million during the third fiscal quarter and the second fiscal quarter, and $1.3 million in the third fiscal quarter a year ago. Asset management fees increased compared to the year ago quarter due to new client relationships and the continued positive market performance in the equity markets during the third quarter. Riverview Trust Company’s assets under management were $872.6 million at December 31, 2024, compared to $871.6 million at September 30, 2024, and $942.4 million at December 31, 2023.

    Non-interest expense was $11.2 million during the third fiscal quarter, compared to $10.7 million in the preceding quarter and $10.6 million in the third fiscal quarter a year ago. Salary and employee benefits, the largest component of non-interest expense, remained flat during the current quarter compared to the preceding quarter. Professional fees increased during the current quarter compared to the preceding quarter due to higher consulting costs. Additionally, non-interest expense for preceding quarter included a fraud loss recovery. The efficiency ratio was 87.6% for the third fiscal quarter, compared to 83.7% for the previous quarter and 85.2% in the third fiscal quarter a year ago. Year-to-date, non-interest expense was $32.8 million compared to $30.6 million in the first nine months of fiscal 2024.

    Riverview’s effective tax rate for the third fiscal quarter of 2025 was 21.8%, compared to 21.4% for the preceding quarter and 20.6% for the year ago quarter.

    Balance Sheet Review
    While loan production increased during the third quarter, total loans decreased primarily due to two large loan payoffs. Total loans decreased $15.9 million during the quarter to $1.05 billion at December 31, 2024, compared to $1.06 billion three months earlier and increased $26.9 million compared to $1.02 billion a year earlier. Riverview’s loan pipeline was $49.1 million at December 31, 2024, compared to $43.5 million at the end of the preceding quarter. New loan originations during the quarter were $31.1 million, compared to $25.6 million in the preceding quarter and $51.3 million in the third fiscal quarter a year ago. Since December 31, 2024, the loan pipeline has increased to $64.2 million.

    Undisbursed construction loans totaled $19.5 million at December 31, 2024, compared to $34.1 million at September 30, 2024, with the majority of the undisbursed construction loans expected to be funded over the next several quarters. The decrease was due to one large construction project being completed during the quarter and moving out of the construction category to a permanent loan category, before being paid off. Undisbursed homeowner association loans for the purpose of common area maintenance and repairs totaled $14.5 million at December 31, 2024, compared to $11.1 million at September 30, 2024. Revolving commercial business loan commitments totaled $46.9 million at December 31, 2024, compared to $48.4 million at September 30, 2024. Utilization on these loans totaled 17.60% at December 31, 2024, compared to 23.88% at September 30, 2024. The weighted average rate on loan originations during the quarter was 7.04% compared to 7.65% in the preceding quarter.

    The office building loan portfolio totaled $113.4 million at December 31, 2024, compared to $112.4 million at September 30, 2024. The average loan balance of the office building loan portfolio was $1.5 million with an average loan-to-value ratio of 53.8% and an average debt service coverage ratio of 1.99x. Office building loans within the Portland core consists of three loans totaling $20.6 million which is approximately 18.2% of the total office building loan portfolio or 2.0% of total loans.

    Non-interest checking and interest checking accounts, as a percentage of total deposits, totaled 46.8% at December 31, 2024, compared to 49.2% at September 30, 2024, and 51.1% at December 31, 2023. The decrease in non-interest checking account balances during the quarter was in part due to seasonal client calendar year-end activity for payments and distributions. As in prior quarters, money market balances and CDs increased during the quarter as we are still seeing a subset of clients still looking for higher yields. Total deposits decreased $18.5 million during the quarter to $1.22 billion at December 31, 2024, compared to $1.24 billion at September 30, 2024, and were unchanged compared to a year ago. Riverview Bank had moved customer deposits to Riverview Trust as a higher yielding deposit alternative and those assets were all retained within the Company during the period of increasing interest rates and the Company has the ability to move or reciprocate these deposits back to the Bank if the need arises.

    FHLB advances decreased $18.1 million during the quarter to $84.2 million at December 31, 2024, compared to $102.3 million at September 30, 2024. FHLB advances decreased during the quarter as a result of the decrease in investment securities and loans receivable balances with the proceeds from both used to pay down borrowings.

    Shareholders’ equity was $158.3 million at December 31, 2024, compared to $160.8 million three months earlier and $158.5 million one year earlier. Tangible book value per share (non-GAAP) was $6.20 at December 31, 2024, compared to $6.33 at September 30, 2024, and $6.21 at December 31, 2023. Riverview paid a quarterly cash dividend of $0.02 per share on January 14, 2025, to shareholders of record on January 2, 2025.

    Credit Quality
    “Asset quality metrics continue to remain very stable, as we continue to diligently monitor our loan portfolio closely for any signs of stress,” said Robert Benke, EVP and Chief Credit Officer. Non-performing loans, excluding SBA and USDA government guaranteed loans (“government guaranteed loans”) (non-GAAP) totaled $168,000 or 0.02% of total loans as of December 31, 2024, compared to $149,000, or 0.01% of total loans at September 30, 2024, and $186,000, or 0.02% of total loans at December 31, 2023. There was one non-performing government guaranteed loan totaling $301,000 at both December 31, 2024 and September 30, 2024. At December 31, 2024, including government guaranteed loans, non-performing assets were $469,000, or 0.03% of total assets.

    Riverview recorded $114,000 in net loan charge-offs for the current quarter. This compared to $2,000 in net loan recoveries for the preceding quarter. Riverview recorded no provision for credit losses for the current quarter, compared to $100,000 in provision for credit losses for the preceding quarter.

    Classified assets were $225,000 at December 31, 2024, compared to $326,000 at September 30, 2024, and $215,000 at December 31, 2023. The classified assets to total capital ratio was 0.1% at December 31, 2024, compared to 0.2% at September 30, 2024, and 0.1% a year earlier. Criticized assets were $50.4 million at December 31, 2024, compared to $50.7 million at September 30, 2024, and $37.2 million at December 31, 2023. Criticized assets remained stable during the current quarter compared to the prior quarter. The increase compared to a year ago was primarily due to one relationship that was moved to the criticized asset category during the preceding quarter as the loans goes through probate. The Company does not anticipate any loss from this relationship.

    The allowance for credit losses was $15.4 million at December 31, 2024, compared to $15.5 million at September 30, 2024, and $15.4 million at December 31, 2023. The allowance for credit losses represented 1.47% of total loans at December 31, 2024, compared to 1.46% at September 30, 2024, and 1.51% a year earlier. The allowance for credit losses to loans, net of government guaranteed loans (non-GAAP), was 1.54% at December 31, 2024, compared to 1.53% at September 30, 2024, and 1.59% a year earlier.

    Capital/Liquidity
    Riverview continues to maintain capital levels well in excess of the regulatory requirements to be categorized as “well capitalized” with a total risk-based capital ratio of 16.47% and a Tier 1 leverage ratio of 10.86% at December 31, 2024. Tangible common equity to average tangible assets ratio (non-GAAP) was 8.84% at December 31, 2024.

    Riverview has approximately $450.1 million in available liquidity at December 31, 2024, including $164.4 million of borrowing capacity from the FHLB and $285.7 million from the Federal Reserve Bank of San Francisco (“FRB”). At December 31, 2024, the Bank had $84.2 million in outstanding FHLB borrowings.

    At December 31, 2024, the uninsured deposit ratio was 23.8%. Available liquidity under the FRB borrowing line would cover nearly 100% of the estimated uninsured deposits and available liquidity under both the FHLB and FRB borrowing lines would cover 155% of the estimated uninsured deposits.

    On September 25, 2024, the Company’s Board of Directors adopted a stock repurchase program. Under this repurchase program, the Company may repurchase up to $2.0 million of the Company’s outstanding shares of common stock, in the open market, based on prevailing market prices, or in privately negotiated transactions. Once the repurchase program is effective, the repurchase program will continue until the earlier of the completion of the repurchase or 12 months after the effective date, depending upon market conditions. During the third quarter, the Company repurchased 200,073 shares of common stock at an average price of $5.43.

    Non-GAAP Financial Measures
    In addition to results presented in accordance with generally accepted accounting principles (“GAAP”), this press release contains certain non-GAAP financial measures. Management has presented these non-GAAP financial measures in this earnings release because it believes that they provide useful and comparative information to assess trends in Riverview’s core operations reflected in the current quarter’s results and facilitate the comparison of our performance with the performance of our peers. However, these non-GAAP financial measures are supplemental and are not a substitute for any analysis based on GAAP. Where applicable, comparable earnings information using GAAP financial measures is also presented. Because not all companies use the same calculations, our presentation may not be comparable to other similarly titled measures as calculated by other companies. For a reconciliation of these non-GAAP financial measures, see the tables below.

    Tangible shareholders’ equity to tangible assets and tangible book value per share:
                         
    (Dollars in thousands)   December 31,
    2024
      September 30,
    2024
      December 31,
    2023
      March 31,
    2024
       
                         
    Shareholders’ equity (GAAP)   $ 158,270     $ 160,774     $ 158,472     $ 155,588      
    Exclude: Goodwill     (27,076 )     (27,076 )     (27,076 )     (27,076 )    
    Exclude: Core deposit intangible, net     (196 )     (221 )     (298 )     (271 )    
    Tangible shareholders’ equity (non-GAAP)   $ 130,998     $ 133,477     $ 131,098     $ 128,241      
                         
    Total assets (GAAP)   $ 1,508,609     $ 1,548,397     $ 1,590,623     $ 1,521,529      
    Exclude: Goodwill     (27,076 )     (27,076 )     (27,076 )     (27,076 )    
    Exclude: Core deposit intangible, net     (196 )     (221 )     (298 )     (271 )    
    Tangible assets (non-GAAP)   $ 1,481,337     $ 1,521,100     $ 1,563,249     $ 1,494,182      
                         
    Shareholders’ equity to total assets (GAAP)     10.49 %     10.38 %     9.96 %     10.23 %    
                         
    Tangible common equity to tangible assets (non-GAAP)     8.84 %     8.78 %     8.39 %     8.58 %    
                         
    Shares outstanding     21,134,758       21,096,968       21,111,043       21,111,043      
                         
    Book value per share (GAAP)   $ 7.49     $ 7.62     $ 7.51     $ 7.37      
                         
    Tangible book value per share (non-GAAP)   $ 6.20     $ 6.33     $ 6.21     $ 6.07      
                         
                         
    Pre-tax, pre-provision income                    
        Three Months Ended   Nine Months Ended
    (Dollars in thousands)   December 31,
    2024
      September 30,
    2024
      December 31,
    2023
      December 31,
    2024
      December 31,
    2023
                         
    Net income (GAAP)   $ 1,232     $ 1,557     $ 1,452     $ 3,755     $ 6,767  
    Include: Provision for income taxes     343       425       377       1,021       1,897  
    Include: Provision for credit losses           100             100        
    Pre-tax, pre-provision income (non-GAAP)   $ 1,575     $ 2,082     $ 1,829     $ 4,876     $ 8,664  
    Allowance for credit losses reconciliation, excluding Government Guaranteed loans
                     
    (Dollars in thousands)   December 31, 2024   September 30, 2024   December 31, 2023   March 31, 2024
                     
    Allowance for credit losses   $ 15,352     $ 15,466     $ 15,361     $ 15,364  
                     
    Loans receivable (GAAP)   $ 1,045,109     $ 1,060,977     $ 1,018,199     $ 1,024,013  
    Exclude: Government Guaranteed loans     (49,024 )     (49,983 )     (51,809 )     (51,013 )
    Loans receivable excluding Government Guaranteed loans (non-GAAP)   $ 996,085     $ 1,010,994     $ 966,390     $ 973,000  
                     
    Allowance for credit losses to loans receivable (GAAP)     1.47 %     1.46 %     1.51 %     1.50 %
                     
    Allowance for credit losses to loans receivable excluding Government Guaranteed loans (non-GAAP)     1.54 %     1.53 %     1.59 %     1.58 %
                     
                     
    Non-performing loans reconciliation, excluding Government Guaranteed Loans
                     
        Three Months Ended    
    (Dollars in thousands)   December 31, 2024   September 30, 2024   December 31, 2023    
                     
    Non-performing loans (GAAP)   $ 469     $ 450     $ 186      
    Less: Non-performing Government Guaranteed loans     (301 )     (301 )          
    Adjusted non-performing loans excluding Government Guaranteed loans (non-GAAP)   $ 168     $ 149     $ 186      
                     
    Non-performing loans to total loans (GAAP)     0.04 %     0.04 %     0.02 %    
                     
    Non-performing loans, excluding Government Guaranteed loans to total loans (non-GAAP)     0.02 %     0.01 %     0.02 %    
                     
    Non-performing loans to total assets (GAAP)     0.03 %     0.03 %     0.01 %    
                     
    Non-performing loans, excluding Government Guaranteed loans to total assets (non-GAAP)     0.01 %     0.01 %     0.01 %    


    About Riverview
    Riverview Bancorp, Inc. (www.riverviewbank.com) is headquartered in Vancouver, Washington – just north of Portland, Oregon, on the I-5 corridor. With assets of $1.51 billion at December 31, 2024, it is the parent company of Riverview Bank, as well as Riverview Trust Company. The Bank offers true community banking services, focusing on providing the highest quality service and financial products to commercial, business and retail clients through 17 branches, including 13 in the Portland-Vancouver area, and 3 lending centers. For the past 11 years, Riverview has been named Best Bank by the readers of The Vancouver Business Journal and The Columbian.

    “Safe Harbor” statement under the Private Securities Litigation Reform Act of 1995: This press release contains forward-looking statements which include statements with respect to our beliefs, plans, objectives, goals, expectations, assumptions, future economic performance and projections of financial items. These forward-looking statements are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from the results anticipated or implied by our forward-looking statements, including, but not limited to: potential adverse impacts to economic conditions in our local market areas, other markets where the Company has lending relationships, or other aspects of the Company’s business operations or financial markets, including, without limitation, as a result of employment levels, labor shortages and the effects of inflation, a potential recession, the failure of the U.S. Congress to increase the debt ceiling, or slowed economic growth caused by increasing political instability from acts of war including Russia’s invasion of Ukraine, as well as supply chain disruptions, recent bank failures and any governmental or societal responses thereto; the credit risks of lending activities, including changes in the level and trend of loan delinquencies and write-offs and changes in the Company’s allowance for credit losses and provision for credit losses that may be impacted by deterioration in the housing and commercial real estate markets; changes in the levels of general interest rates, and the relative differences between short and long-term interest rates, deposit interest rates, the Company’s net interest margin and funding sources; the transition away from London Interbank Offered Rate toward new interest rate benchmarks; fluctuations in the demand for loans, the number of unsold homes, land and other properties and fluctuations in real estate values in the Company’s market areas; secondary market conditions for loans and the Company’s ability to originate loans for sale and sell loans in the secondary market; results of examinations of the Bank by the Federal Deposit Insurance Corporation and the Washington State Department of Financial Institutions, Division of Banks, and of the Company by the Board of Governors of the Federal Reserve System, or other regulatory authorities, including the possibility that any such regulatory authority may, among other things, require the Company to increase its allowance for credit losses, write-down assets, reclassify its assets, change the Bank’s regulatory capital position or affect the Company’s ability to borrow funds or maintain or increase deposits, which could adversely affect its liquidity and earnings; legislative or regulatory changes that adversely affect the Company’s business including changes in banking, securities and tax law, and in regulatory policies and principles, or the interpretation of regulatory capital or other rules; the Company’s ability to attract and retain deposits; the unexpected outflow of uninsured deposits that may require us to sell investment securities at a loss; the Company’s ability to control operating costs and expenses; the use of estimates in determining fair value of certain of the Company’s assets, which estimates may prove to be incorrect and result in significant declines in valuation; difficulties in reducing risks associated with the loans on the Company’s consolidated balance sheet; staffing fluctuations in response to product demand or the implementation of corporate strategies that affect the Company’s workforce and potential associated charges; disruptions, security breaches or other adverse events, failures or interruptions in or attacks on our information technology systems or on the third-party vendors who perform several of our critical processing functions; the Company’s ability to retain key members of its senior management team; costs and effects of litigation, including settlements and judgments; the Company’s ability to implement its business strategies; the Company’s ability to successfully integrate any assets, liabilities, customers, systems, and management personnel it may acquire into its operations and the Company’s ability to realize related revenue synergies and cost savings within expected time frames; future goodwill impairment due to changes in Riverview’s business, changes in market conditions, or other factors; increased competitive pressures among financial services companies; changes in consumer spending, borrowing and savings habits; the availability of resources to address changes in laws, rules, or regulations or to respond to regulatory actions; the Company’s ability to pay dividends on its common stock; the quality and composition of our securities portfolio and the impact of and adverse changes in the securities markets, including market liquidity; inability of key third-party providers to perform their obligations to us; changes in accounting policies and practices, as may be adopted by the financial institution regulatory agencies or the Financial Accounting Standards Board, including additional guidance and interpretation on accounting issues and details of the implementation of new accounting standards; the effects of climate change, severe weather events, natural disasters, pandemics, epidemics and other public health crises, acts of war or terrorism, and other external events on our business; and other economic, competitive, governmental, regulatory, and technological factors affecting the Company’s operations, pricing, products and services, and the other risks described from time to time in our reports filed with and furnished to the U.S. Securities and Exchange Commission.

    The Company cautions readers not to place undue reliance on any forward-looking statements. Moreover, you should treat these statements as speaking only as of the date they are made and based only on information then actually known to the Company. The Company does not undertake and specifically disclaims any obligation to revise any forward-looking statements included in this report or the reasons why actual results could differ from those contained in such statements, whether as a result of new information or to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements. These risks could cause our actual results for fiscal 2025 and beyond to differ materially from those expressed in any forward-looking statements by, or on behalf of, us and could negatively affect the Company’s consolidated financial condition and consolidated results of operations as well as its stock price performance.

     
    RIVERVIEW BANCORP, INC. AND SUBSIDIARY       
    Consolidated Balance Sheets
    (In thousands, except share data) (Unaudited) December 31, 2024   September 30, 2024   December 31, 2023   March 31, 2024
    ASSETS              
                   
    Cash (including interest-earning accounts of $12,573, $12,453, $23,717 and $12,164) $ 25,348     $ 30,960     $ 37,553     $ 23,642  
    Investment securities:              
    Available for sale, at estimated fair value   124,874       132,953       196,461       143,196  
    Held to maturity, at amortized cost   212,295       221,991       232,659       229,510  
    Loans receivable (net of allowance for credit losses of $15,352, $15,466, $15,361, and $15,364)   1,029,757       1,045,511       1,002,838       1,008,649  
    Prepaid expenses and other assets   12,945       13,585       14,486       14,469  
    Accrued interest receivable   4,639       4,570       5,248       4,415  
    Federal Home Loan Bank stock, at cost   4,742       5,557       8,026       4,927  
    Premises and equipment, net   22,731       22,956       22,270       21,718  
    Financing lease right-of-use assets   1,144       1,163       1,221       1,202  
    Deferred income taxes, net   9,471       8,688       10,033       9,778  
    Goodwill   27,076       27,076       27,076       27,076  
    Core deposit intangible, net   196       221       298       271  
    Bank owned life insurance   33,391       33,166       32,454       32,676  
                   
    TOTAL ASSETS $ 1,508,609     $ 1,548,397     $ 1,590,623     $ 1,521,529  
                   
    LIABILITIES AND SHAREHOLDERS’ EQUITY              
                   
    LIABILITIES:              
    Deposits $ 1,219,002     $ 1,237,499     $ 1,218,892     $ 1,231,679  
    Accrued expenses and other liabilities   17,634       17,789       26,740       16,205  
    Advance payments by borrowers for taxes and insurance   317       848       299       581  
    Junior subordinated debentures   27,069       27,048       26,982       27,004  
    Federal Home Loan Bank advances   84,200       102,304       157,054       88,304  
    Finance lease liability   2,117       2,135       2,184       2,168  
    Total liabilities   1,350,339       1,387,623       1,432,151       1,365,941  
                   
    SHAREHOLDERS’ EQUITY:              
    Serial preferred stock, $.01 par value; 250,000 authorized, issued and outstanding, none                      
    Common stock, $.01 par value; 50,000,000 authorized,              
    December 31, 2024 – 21,134,758 issued and outstanding;              
    September 30, 2024 – 21,096,968 issued and outstanding;   209       211       211       211  
    December 31, 2023 – 21,111,043 issued and outstanding;              
    March 31, 2024 – 21,111,043 issued and outstanding;              
    Additional paid-in capital   54,227       55,057       54,982       55,005  
    Retained earnings   118,988       118,179       120,734       116,499  
    Accumulated other comprehensive loss   (15,154 )     (12,673 )     (17,455 )     (16,127 )
    Total shareholders’ equity   158,270       160,774       158,472       155,588  
                   
    TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $ 1,508,609     $ 1,548,397     $ 1,590,623     $ 1,521,529  
                   
    RIVERVIEW BANCORP, INC. AND SUBSIDIARY
    Consolidated Statements of Income
      Three Months Ended   Nine Months Ended
    (In thousands, except share data) (Unaudited) Dec. 31, 2024 Sept. 30, 2024 Dec. 31, 2023   Dec. 31, 2024 Dec. 31, 2023
    INTEREST INCOME:            
    Interest and fees on loans receivable $ 13,201   $ 12,683   $ 11,645     $ 37,936   $ 34,288  
    Interest on investment securities – taxable   1,589     1,874     2,231       5,435     6,826  
    Interest on investment securities – nontaxable   65     65     65       195     196  
    Other interest and dividends   272     320     331       902     954  
    Total interest and dividend income   15,127     14,942     14,272       44,468     42,264  
                 
    INTEREST EXPENSE:            
    Interest on deposits   4,101     3,855     2,059       11,403     5,264  
    Interest on borrowings   1,638     2,145     2,889       5,914     7,466  
    Total interest expense   5,739     6,000     4,948       17,317     12,730  
    Net interest income   9,388     8,942     9,324       27,151     29,534  
    Provision for credit losses       100           100      
                 
    Net interest income after provision for credit losses   9,388     8,842     9,324       27,051     29,534  
                 
    NON-INTEREST INCOME:            
    Fees and service charges   1,492     1,524     1,533       4,556     4,871  
    Asset management fees   1,443     1,433     1,266       4,434     3,920  
    Bank owned life insurance (“BOLI”)   225     279     211       715     669  
    Other, net   181     605     46       844     288  
    Total non-interest income, net   3,341     3,841     3,056       10,549     9,748  
                 
    NON-INTEREST EXPENSE:            
    Salaries and employee benefits   6,471     6,477     6,091       19,336     17,979  
    Occupancy and depreciation   1,871     1,921     1,698       5,687     4,930  
    Data processing   743     695     712       2,202     2,096  
    Amortization of core deposit intangible   25     25     27       75     81  
    Advertising and marketing   317     367     282       994     950  
    FDIC insurance premium   174     166     178       518     530  
    State and local taxes   327     234     355       777     814  
    Telecommunications   54     52     56       153     161  
    Professional fees   429     304     353       1,223     961  
    Other   743     460     799       1,859     2,116  
    Total non-interest expense   11,154     10,701     10,551       32,824     30,618  
                 
    INCOME BEFORE INCOME TAXES   1,575     1,982     1,829       4,776     8,664  
    PROVISION FOR INCOME TAXES   343     425     377       1,021     1,897  
    NET INCOME $ 1,232   $ 1,557   $ 1,452     $ 3,755   $ 6,767  
                 
    Earnings per common share:            
    Basic $ 0.06   $ 0.07   $ 0.07     $ 0.18   $ 0.32  
    Diluted $ 0.06   $ 0.07   $ 0.07     $ 0.18   $ 0.32  
    Weighted average number of common shares outstanding:            
    Basic   21,037,246     21,097,580     21,113,464       21,081,851     21,146,888  
    Diluted   21,037,246     21,097,580     21,113,464       21,081,851     21,148,679  
                 
    (Dollars in thousands)   At or for the three months ended   At or for the nine months ended
        Dec. 31, 2024   Sept. 30, 2024   Dec. 31, 2023   Dec. 31, 2024   Dec. 31, 2023
    AVERAGE BALANCES                    
    Average interest–earning assets   $ 1,436,130     $ 1,446,098     $ 1,494,341     $ 1,439,834     $ 1,494,443  
    Average interest-bearing liabilities     1,019,265       1,011,688       1,028,817       1,010,419       1,021,532  
    Net average earning assets     416,865       434,410       465,524       429,415       472,911  
    Average loans     1,053,342       1,048,536       1,015,741       1,043,274       1,008,429  
    Average deposits     1,232,450       1,216,769       1,209,524       1,220,443       1,235,032  
    Average equity     160,532       158,428       153,901       158,179       155,264  
    Average tangible equity (non-GAAP)     133,245       131,116       126,511       130,867       127,847  
                         
                         
    ASSET QUALITY   Dec. 31, 2024   Sept. 30, 2024   Dec. 31, 2023        
                         
    Non-performing loans   $ 469     $ 450     $ 186          
    Non-performing loans excluding SBA Government Guarantee (non-GAAP)     168       149       186          
    Non-performing loans to total loans     0.04 %     0.04 %     0.02 %        
    Non-performing loans to total loans excluding SBA Government Guarantee (non-GAAP)     0.02 %     0.01 %     0.02 %        
    Real estate/repossessed assets owned   $     $     $          
    Non-performing assets   $ 469     $ 450     $ 186          
    Non-performing assets excluding SBA Government Guarantee (non-GAAP)     168       149       186          
    Non-performing assets to total assets     0.03 %     0.03 %     0.01 %        
    Non-performing assets to total assets excluding SBA Government Guarantee (non-GAAP)     0.01 %     0.01 %     0.01 %        
    Net loan charge-offs (recoveries) in the quarter   $ 114     $ (2 )   $ (15 )        
    Net charge-offs (recoveries) in the quarter/average net loans     0.04 %     0.00 %     (0.01 )%        
                         
    Allowance for credit losses   $ 15,352     $ 15,466     $ 15,361          
    Average interest-earning assets to average interest-bearing liabilities     140.90 %     142.94 %     145.25 %        
    Allowance for credit losses to non-performing loans     3273.35 %     3436.89 %     8258.60 %        
    Allowance for credit losses to total loans     1.47 %     1.46 %     1.51 %        
    Shareholders’ equity to assets     10.49 %     10.38 %     9.96 %        
                         
                         
    CAPITAL RATIOS                    
    Total capital (to risk weighted assets)     16.47 %     16.14 %     16.67 %        
    Tier 1 capital (to risk weighted assets)     15.21 %     14.88 %     15.42 %        
    Common equity tier 1 (to risk weighted assets)     15.21 %     14.88 %     15.42 %        
    Tier 1 capital (to average tangible assets)     10.86 %     10.72 %     10.53 %        
    Tangible common equity (to average tangible assets) (non-GAAP)     8.84 %     8.78 %     8.39 %        
                         
                         
    DEPOSIT MIX   Dec. 31, 2024   Sept. 30, 2024   Dec. 31, 2023   March 31, 2024    
                         
    Interest checking   $ 257,975     $ 267,254     $ 272,019     $ 289,824      
    Regular savings     169,181       172,454       199,911       192,638      
    Money market deposit accounts     236,912       227,505       225,727       209,164      
    Non-interest checking     312,839       341,116       350,744       349,081      
    Certificates of deposit     242,095       229,170       170,491       190,972      
    Total deposits   $ 1,219,002     $ 1,237,499     $ 1,218,892     $ 1,231,679      
                         
    COMPOSITION OF COMMERCIAL AND CONSTRUCTION LOANS        
            Other       Commercial
        Commercial   Real Estate   Real Estate   & Construction
        Business   Mortgage   Construction   Total
    December 31, 2024   (Dollars in thousands)
    Commercial business   $ 224,506     $     $     $ 224,506  
    Commercial construction                 32,442       32,442  
    Office buildings           113,350             113,350  
    Warehouse/industrial           108,356             108,356  
    Retail/shopping centers/strip malls           89,871             89,871  
    Assisted living facilities           363             363  
    Single purpose facilities           262,556             262,556  
    Land           4,062             4,062  
    Multi-family           78,822             78,822  
    One-to-four family construction                 17,514       17,514  
    Total   $ 224,506     $ 657,380     $ 49,956     $ 931,842  
                     
    March 31, 2024                
    Commercial business   $ 229,404     $     $     $ 229,404  
    Commercial construction                 20,388       20,388  
    Office buildings           114,714             114,714  
    Warehouse/industrial           106,649             106,649  
    Retail/shopping centers/strip malls           89,448             89,448  
    Assisted living facilities           378             378  
    Single purpose facilities           272,312             272,312  
    Land           5,693             5,693  
    Multi-family           70,771             70,771  
    One-to-four family construction                 16,150       16,150  
    Total   $ 229,404     $ 659,965     $ 36,538     $ 925,907  
                     
                     
    LOAN MIX   Dec. 31, 2024   Sept. 30, 2024   Dec. 31, 2023   March 31, 2024
    Commercial and construction   (Dollars in thousands)
    Commercial business   $ 224,506     $ 236,895     $ 229,249     $ 229,404  
    Other real estate mortgage     657,380       659,439       648,782       659,965  
    Real estate construction     49,956       51,498       42,167       36,538  
    Total commercial and construction     931,842       947,832       920,198       925,907  
    Consumer                
    Real estate one-to-four family     97,760       96,911       96,266       96,366  
    Other installment     15,507       16,234       1,735       1,740  
    Total consumer     113,267       113,145       98,001       98,106  
                     
    Total loans     1,045,109       1,060,977       1,018,199       1,024,013  
                     
    Less:                
    Allowance for credit losses     15,352       15,466       15,361       15,364  
    Loans receivable, net   $ 1,029,757     $ 1,045,511     $ 1,002,838     $ 1,008,649  
                     
                     
    DETAIL OF NON-PERFORMING ASSETS              
        Southwest            
        Washington   Other   Total    
    December 31, 2024   (Dollars in thousands)    
    Commercial business   $ 43     $     $ 43      
    Commercial real estate     93             93      
    Consumer     32             32      
    Government Guaranteed Loans           301       301      
    Total non-performing assets   $ 168     $ 301     $ 469      
                     
                    At or for the three months ended   At or for the nine months ended
    SELECTED OPERATING DATA Dec. 31, 2024   Sept. 30, 2024   Dec. 31, 2023   Dec. 31, 2024   Dec. 31, 2023
                       
    Efficiency ratio (4)   87.63 %     83.71 %     85.23 %     87.07 %     77.94 %
    Coverage ratio (6)   84.17 %     83.56 %     88.37 %     82.72 %     96.46 %
    Return on average assets (1)   0.32 %     0.40 %     0.37 %     0.33 %     0.57 %
    Return on average equity (1)   3.04 %     3.90 %     3.75 %     3.15 %     5.80 %
    Return on average tangible equity (1) (non-GAAP)   3.67 %     4.71 %     4.57 %     3.81 %     7.04 %
                       
    NET INTEREST SPREAD                  
    Yield on loans   4.97 %     4.80 %     4.56 %     4.83 %     4.53 %
    Yield on investment securities   1.82 %     2.05 %     2.01 %     2.00 %     2.02 %
    Total yield on interest-earning assets   4.18 %     4.11 %     3.81 %     4.10 %     3.77 %
                       
    Cost of interest-bearing deposits   1.81 %     1.76 %     0.98 %     1.73 %     0.82 %
    Cost of FHLB advances and other borrowings   5.43 %     5.92 %     5.83 %     5.83 %     5.77 %
    Total cost of interest-bearing liabilities   2.23 %     2.35 %     1.91 %     2.27 %     1.66 %
                       
    Spread (7)   1.95 %     1.76 %     1.90 %     1.83 %     2.11 %
    Net interest margin   2.60 %     2.46 %     2.49 %     2.51 %     2.64 %
                       
    PER SHARE DATA                  
    Basic earnings per share (2) $ 0.06     $ 0.07     $ 0.07     $ 0.18     $ 0.32  
    Diluted earnings per share (3)   0.06       0.07       0.07       0.18       0.32  
    Book value per share (5)   7.49       7.62       7.51       7.49       7.51  
    Tangible book value per share (5) (non-GAAP)   6.20       6.33       6.21       6.20       6.21  
    Market price per share:                  
    High for the period $ 5.88     $ 4.72     $ 6.48     $ 5.88     $ 6.48  
    Low for the period   4.59       3.79       5.35       3.64       4.17  
    Close for period end   5.74       4.71       6.40       5.74       6.40  
    Cash dividends declared per share   0.0200       0.0200       0.0600       0.0600       0.1800  
                       
    Average number of shares outstanding:                  
    Basic (2)   21,037,246       21,097,580       21,113,464       21,081,851       21,146,888  
    Diluted (3)   21,037,246       21,097,580       21,113,464       21,081,851       21,148,679  
                       

    (1)      Amounts for the periods shown are annualized.
    (2)      Amounts exclude ESOP shares not committed to be released.
    (3)      Amounts exclude ESOP shares not committed to be released and include common stock equivalents.
    (4)      Non-interest expense divided by net interest income and non-interest income.
    (5)      Amounts calculated based on shareholders’ equity and include ESOP shares not committed to be released.
    (6)      Net interest income divided by non-interest expense.
    (7)      Yield on interest-earning assets less cost of funds on interest-bearing liabilities.

    Contact: Nicole Sherman, President & CEO
    David Lam, CFO 
    Dan Cox, COO
    360-693-6650

    The MIL Network

  • MIL-OSI: Credit Acceptance Announces Fourth Quarter and Full Year 2024 Results

    Source: GlobeNewswire (MIL-OSI)

    Southfield, Michigan, Jan. 30, 2025 (GLOBE NEWSWIRE) — Credit Acceptance Corporation (Nasdaq: CACC) (referred to as the “Company”, “Credit Acceptance”, “we”, “our”, or “us”) today announced consolidated net income of $151.9 million, or $12.26 per diluted share, for the three months ended December 31, 2024 compared to consolidated net income of $93.6 million, or $7.29 per diluted share, for the same period in 2023. Adjusted net income, a non-GAAP financial measure, for the three months ended December 31, 2024 was $126.0 million, or $10.17 per diluted share, compared to $129.1 million, or $10.06 per diluted share, for the same period in 2023. The following table summarizes our financial results:

    (In millions, except per share data)   For the Three Months Ended   For the Years Ended
        December 31, 2024   September 30, 2024   December 31, 2023   December 31, 2024   December 31, 2023
    GAAP net income   $         151.9    $         78.8    $         93.6    $         247.9    $         286.1 
    GAAP net income per diluted share   $         12.26    $         6.35    $         7.29    $         19.88    $         21.99 
                         
    Adjusted net income   $         126.0    $         109.1    $         129.1    $         478.9    $         535.6 
    Adjusted net income per diluted share   $         10.17    $         8.79    $         10.06    $         38.41    $         41.17 

    Our results for the fourth quarter of 2024 in comparison to the fourth quarter of 2023 included:

    • A smaller decline in forecasted collection rates
      A decline in forecasted collection rates decreased forecasted net cash flows from our loan portfolio by $31.1 million, or 0.3%, compared to a decrease in forecasted collection rates during the fourth quarter of 2023 that decreased forecasted net cash flows from our loan portfolio by $57.0 million, or 0.6%.
    • A decrease in forecasted profitability for Consumer Loans assigned in 2021 through 2024
      Forecasted profitability was lower than our estimates at December 31, 2023, due to both a decline in forecasted collection rates and slower forecasted net cash flow timing since the fourth quarter of 2023. The slower forecasted net cash flow timing was primarily a result of a decrease in Consumer Loan prepayments, which remain below historical averages.
    • Slower growth in Consumer Loan assignment unit volume and an increase in the average balance of our loan portfolio
      Unit volume growth slowed significantly year-over-year, growing 0.3% as compared to 26.7% in the fourth quarter of 2023. The average balance of our loan portfolio, which is our largest-ever, increased 14.0% and 16.5% on a GAAP and adjusted basis, respectively, as compared to the fourth quarter of 2023.
    • An increase in the initial spread on Consumer Loan assignments
      The initial spread increased to 22.4% compared to 21.7% on Consumer Loans assigned in the fourth quarter of 2023.
    • An increase in our average cost of debt
      Our average cost of debt increased from 6.3% to 7.2%, primarily as a result of higher interest rates on recently completed or extended secured financings and recently issued senior notes and the repayment of older secured financings and senior notes with lower interest rates.
    • A decrease in common shares outstanding due to stock repurchases
      Since the fourth quarter of 2023, we have repurchased approximately 590,000 shares, or 4.7% of the shares outstanding as of December 31, 2023.

    Our results for the fourth quarter of 2024 in comparison to the third quarter of 2024 included:

    • A smaller decline in forecasted collection rates
      A decline in forecasted collection rates decreased forecasted net cash flows from our loan portfolio by $31.1 million, or 0.3%, compared to a decrease in forecasted collection rates during the third quarter of 2024 that decreased forecasted net cash flows from our loan portfolio by $62.8 million, or 0.6%.
    • A decrease in forecasted profitability for Consumer Loans assigned in 2022
      Forecasted profitability was lower than our estimates at September 30, 2024, due to the decline in forecasted collection rates.
    • Slower growth in Consumer Loan assignment unit volume and an increase in the average balance of our loan portfolio
      Unit volume growth slowed significantly year-over-year, growing 0.3% as compared to 17.7% in the third quarter of 2024. The average balance of our loan portfolio, which is our largest-ever, increased 1.8% and 1.6% on a GAAP and adjusted basis, respectively, as compared to the third quarter of 2024.
    • An increase in the initial spread on Consumer Loan assignments
      The initial spread increased to 22.4% compared to 21.9% on Consumer Loans assigned in the third quarter of 2024.

    Consumer Loan Metrics

    Dealers assign retail installment contracts (referred to as “Consumer Loans”) to Credit Acceptance. At the time a Consumer Loan is submitted to us for assignment, we forecast future expected cash flows from the Consumer Loan. Based on the amount and timing of these forecasts and expected expense levels, an advance or one-time purchase payment is made to the related dealer at a price designed to maximize economic profit, a non-GAAP financial measure that considers our return on capital, our cost of capital, and the amount of capital invested. 

    We use a statistical model to estimate the expected collection rate for each Consumer Loan at the time of assignment. We continue to evaluate the expected collection rate for each Consumer Loan subsequent to assignment. Our evaluation becomes more accurate as the Consumer Loans age, as we use actual performance data in our forecast. By comparing our current expected collection rate for each Consumer Loan with the rate we projected at the time of assignment, we are able to assess the accuracy of our initial forecast. The following table compares our aggregated forecast of Consumer Loan collection rates as of December 31, 2024, with the aggregated forecasts as of September 30, 2024, as of December 31, 2023, and at the time of assignment, segmented by year of assignment:

        Forecasted Collection Percentage as of (1)   Current Forecast Variance from
     Consumer Loan Assignment Year   December 31, 2024   September 30, 2024   December 31, 2023   Initial
    Forecast
      September 30, 2024   December 31, 2023   Initial
    Forecast
    2015           65.3  %           65.3  %           65.2  %           67.7  %           0.0  %           0.1  %           -2.4  %
    2016           63.9  %           63.9  %           63.8  %           65.4  %           0.0  %           0.1  %           -1.5  %
    2017           64.7  %           64.7  %           64.7  %           64.0  %           0.0  %           0.0  %           0.7  %
    2018           65.5  %           65.5  %           65.5  %           63.6  %           0.0  %           0.0  %           1.9  %
    2019           67.2  %           67.2  %           66.9  %           64.0  %           0.0  %           0.3  %           3.2  %
    2020           67.7  %           67.6  %           67.6  %           63.4  %           0.1  %           0.1  %           4.3  %
    2021           63.8  %           63.8  %           64.5  %           66.3  %           0.0  %           -0.7  %           -2.5  %
    2022           60.2  %           60.6  %           62.7  %           67.5  %           -0.4  %           -2.5  %           -7.3  %
    2023           64.3  %           64.3  %           67.4  %           67.5  %           0.0  %           -3.1  %           -3.2  %
         2024 (2)           66.5  %           66.6  %           —              67.2  %           -0.1  %           —               -0.7  %

    (1)   Represents the total forecasted collections we expect to collect on the Consumer Loans as a percentage of the repayments that we were contractually owed on the Consumer Loans at the time of assignment. Contractual repayments include both principal and interest. Forecasted collection rates are negatively impacted by canceled Consumer Loans as the contractual amount owed is not removed from the denominator for purposes of computing forecasted collection rates.
    (2)   The forecasted collection rate for 2024 Consumer Loans as of December 31, 2024 includes both Consumer Loans that were in our portfolio as of September 30, 2024 and Consumer Loans assigned during the most recent quarter. The following table provides forecasted collection rates for each of these segments:

        Forecasted Collection Percentage as of   Current Forecast Variance from
    2024 Consumer Loan Assignment Period   December 31, 2024   September 30, 2024   Initial
    Forecast
      September 30, 2024   Initial
    Forecast
    January 1, 2024 through September 30, 2024           66.4  %           66.6  %           67.3  %           -0.2  %           -0.9  %
    October 1, 2024 through December 31, 2024           66.8  %           —              66.9  %           —              -0.1  %

    Consumer Loans assigned in 2018 through 2020 have yielded forecasted collection results significantly better than our initial estimates, while Consumer Loans assigned in 2015, 2016, and 2021 through 2023 have yielded forecasted collection results significantly worse than our initial estimates. For all other assignment years presented, actual results have been close to our initial estimates. For the three months ended December 31, 2024, forecasted collection rates declined for Consumer Loans assigned in 2022 and 2024 and were generally consistent with expectations at the start of the period for all other assignment years presented. For the year ended December 31, 2024, forecasted collection rates improved for Consumer Loans assigned in 2019, declined for Consumer Loans assigned in 2021 through 2024, and were generally consistent with expectations at the start of the period for all other assignment years presented.

    The changes in forecasted collection rates for the three months and years ended December 31, 2024 and 2023 impacted forecasted net cash flows (forecasted collections less forecasted dealer holdback payments) as follows:

    (Dollars in millions)   For the Three Months Ended December 31,   For the Years Ended December 31,
    Increase (Decrease) in Forecasted Net Cash Flows     2024       2023       2024       2023  
    Dealer loans   $         (31.6)     $         (36.0)     $         (204.6)     $         (125.3)  
    Purchased loans             0.5                (21.0)               (109.4)               (81.0)  
    Total   $         (31.1)     $         (57.0)     $         (314.0)     $         (206.3)  
    % change from forecast at beginning of period             -0.3  %             -0.6  %             -3.1  %             -2.3  %

    During the second quarter of 2024, we applied an adjustment to our methodology for forecasting the amount of future net cash flows from our loan portfolio, which reduced the forecasted collection rates for Consumer Loans assigned in 2022 through 2024. Consumer Loans assigned in 2022 had continued to underperform our expectations for several quarters. Consumer Loans assigned in 2023 had also begun exhibiting similar trends of underperformance, although not as severe as Consumer Loans assigned in 2022. During the second quarter of 2024, we determined that we had sufficient Consumer Loan performance experience to estimate the magnitude by which we expected Consumer Loans assigned in 2022 through 2024 would likely underperform our historical collection rates on Consumer Loans with similar characteristics. Accordingly, we applied an adjustment to Consumer Loans assigned in 2022 through 2024 to reduce forecasted collection rates to what we believed the ultimate collection rates would be based on these trends. Changes in the amount and timing of forecasted net cash flows are recognized in the period of change as a provision for credit losses. The implementation of this forecast adjustment during the second quarter of 2024 reduced forecasted net cash flows by $147.2 million, or 1.4%, and increased provision for credit losses by $127.5 million.

    During the second quarter of 2023, we adjusted our methodology for forecasting the amount and timing of future net cash flows from our loan portfolio through the utilization of more recent Consumer Loan performance and Consumer Loan prepayment data. We had experienced a decrease in Consumer Loan prepayments to below-average levels and as a result, slowed our forecasted net cash flow timing. Historically, Consumer Loan prepayments have been lower in periods with less availability of consumer credit. Changes in the amount and timing of forecasted net cash flows are recognized in the period of change as a provision for credit losses. The implementation of the adjustment to our forecasting methodology during the second quarter of 2023 reduced forecasted net cash flows by $44.5 million, or 0.5%, and increased provision for credit losses by $71.3 million.

    We have experienced increased levels of uncertainty associated with our estimate of the amount and timing of future net cash flows from our loan portfolio since the beginning of 2020, with realized collections underperforming our expectations during the early stages of the COVID-19 pandemic, outperforming our expectations following the distribution of federal stimulus payments and enhanced unemployment benefits, and underperforming our expectations during the current economic environment. The quarterly changes to our forecast of future net cash flows from our loan portfolio from January 1, 2020 through December 31, 2024 are shown in the following table:

    (Dollars in millions)   Increase (Decrease) in Forecasted Net Cash Flows
    Three Months Ended   Total Loans   % Change from Forecast at Beginning of Period
    March 31, 2020   $         (206.5)             -2.3  %
    June 30, 2020             24.4              0.3  %
    September 30, 2020             138.5              1.5  %
    December 31, 2020             (2.7)             0.0  %
    March 31, 2021             107.4              1.1  %
    June 30, 2021             104.5              1.1  %
    September 30, 2021             82.3              0.9  %
    December 31, 2021             31.9              0.3  %
    March 31, 2022             110.2              1.2  %
    June 30, 2022             (43.4)             -0.5  %
    September 30, 2022             (85.4)             -0.9  %
    December 31, 2022             (41.1)             -0.5  %
    March 31, 2023             9.4              0.1  %
    June 30, 2023             (89.3)             -0.9  %
    September 30, 2023             (69.4)             -0.7  %
    December 31, 2023             (57.0)             -0.6  %
    March 31, 2024             (30.8)             -0.3  %
    June 30, 2024             (189.3)             -1.7  %
    September 30, 2024             (62.8)             -0.6  %
    December 31, 2024             (31.1)             -0.3  %

    The following table presents information on Consumer Loan assignments for each of the last 10 years:

         Average   Total Assignment Volume
     Consumer Loan
    Assignment Year
      Consumer Loan (1)   Advance (2)   Initial Loan Term (in months)   Unit Volume   Dollar Volume (2)
    (in millions)
    2015   $         16,354   $         7,272   50   298,288   $         2,167.0
    2016     18,218     7,976   53   330,710     2,635.5
    2017     20,230     8,746   55   328,507     2,873.1
    2018     22,158     9,635   57   373,329     3,595.8
    2019     23,139     10,174   57   369,805     3,772.2
    2020     24,262     10,656   59   341,967     3,641.2
    2021     25,632     11,790   59   268,730     3,167.8
    2022     27,242     12,924   60   280,467     3,625.3
    2023     27,025     12,475   61   332,499     4,147.8
         2024 (3)     26,497     11,961   61   386,126     4,618.4

    (1)   Represents the repayments that we were contractually owed on Consumer Loans at the time of assignment, which include both principal and interest.
    (2)   Represents advances paid to dealers on Consumer Loans assigned under our portfolio program and one-time payments made to dealers to purchase Consumer Loans assigned under our purchase program. Payments of dealer holdback and accelerated dealer holdback are not included.
    (3)   The averages for 2024 Consumer Loans include both Consumer Loans that were in our portfolio as of September 30, 2024 and Consumer Loans assigned during the most recent quarter. The following table provides averages for each of these segments:

        Average
    2024 Consumer Loan Assignment Period   Consumer Loan   Advance   Initial Loan Term (in months)
    January 1, 2024 through September 30, 2024   $         26,564   $         12,018           61
    October 1, 2024 through December 31, 2024             26,236             11,739           61

    The profitability of our loans is primarily driven by the amount and timing of the net cash flows we receive from the spread between the forecasted collection rate and the advance rate, less operating expenses and the cost of capital. Forecasting collection rates accurately at loan inception is difficult. With this in mind, we establish advance rates that are intended to allow us to achieve acceptable levels of profitability across our portfolio, even if collection rates are less than we initially forecast.

    The following table presents aggregate forecasted Consumer Loan collection rates, advance rates, and spreads (the forecasted collection rate less the advance rate), and the percentage of the forecasted collections that had been realized as of December 31, 2024, as well as forecasted collection rates and spreads at the time of assignment. All amounts, unless otherwise noted, are presented as a percentage of the initial balance of the Consumer Loan (principal + interest). The table includes both dealer loans and purchased loans.

        Forecasted Collection % as of       Spread % as of    
     Consumer Loan Assignment Year   December 31, 2024   Initial Forecast   Advance % (1)   December 31, 2024   Initial Forecast   % of Forecast
    Realized (2)
    2015           65.3  %           67.7  %           44.5  %           20.8  %           23.2  %           99.7  %
    2016           63.9  %           65.4  %           43.8  %           20.1  %           21.6  %           99.5  %
    2017           64.7  %           64.0  %           43.2  %           21.5  %           20.8  %           99.2  %
    2018           65.5  %           63.6  %           43.5  %           22.0  %           20.1  %           98.6  %
    2019           67.2  %           64.0  %           44.0  %           23.2  %           20.0  %           96.9  %
    2020           67.7  %           63.4  %           43.9  %           23.8  %           19.5  %           92.4  %
    2021           63.8  %           66.3  %           46.0  %           17.8  %           20.3  %           83.6  %
    2022           60.2  %           67.5  %           47.4  %           12.8  %           20.1  %           66.0  %
    2023           64.3  %           67.5  %           46.2  %           18.1  %           21.3  %           43.1  %
         2024 (3)           66.5  %           67.2  %           45.1  %           21.4  %           22.1  %           15.1  %

    (1)   Represents advances paid to dealers on Consumer Loans assigned under our portfolio program and one-time payments made to dealers to purchase Consumer Loans assigned under our purchase program as a percentage of the initial balance of the Consumer Loans.  Payments of dealer holdback and accelerated dealer holdback are not included.
    (2)   Presented as a percentage of total forecasted collections.
    (3)   The forecasted collection rate, advance rate and spread for 2024 Consumer Loans as of December 31, 2024 include both Consumer Loans that were in our portfolio as of September 30, 2024 and Consumer Loans assigned during the most recent quarter. The following table provides forecasted collection rates, advance rates, and spreads for each of these segments:

        Forecasted Collection % as of       Spread % as of
    2024 Consumer Loan Assignment Period   December 31, 2024   Initial Forecast   Advance %   December 31, 2024   Initial Forecast
    January 1, 2024 through September 30, 2024           66.4  %           67.3  %           45.3  %           21.1  %           22.0  %
    October 1, 2024 through December 31, 2024           66.8  %           66.9  %           44.5  %           22.3  %           22.4  %

    The risk of a material change in our forecasted collection rate declines as the Consumer Loans age. For 2020 and prior Consumer Loan assignments, the risk of a material forecast variance is modest, as we have currently realized in excess of 90% of the expected collections. Conversely, the forecasted collection rates for more recent Consumer Loan assignments are less certain as a significant portion of our forecast has not been realized.

    The spread between the forecasted collection rate as of December 31, 2024 and the advance rate ranges from 12.8% to 23.8%, on an annual basis, for Consumer Loans assigned over the last 10 years. The spreads with respect to 2019 and 2020 Consumer Loans have been positively impacted by Consumer Loan performance, which has exceeded our initial estimates by a greater margin than the other years presented. The spread with respect to 2022 Consumer Loans has been negatively impacted by Consumer Loan performance, which has been lower than our initial estimates by a greater margin than the other years presented. The higher spread for 2024 Consumer Loans relative to 2023 Consumer Loans as of December 31, 2024 was primarily a result of Consumer Loan performance, as the performance of 2023 Consumer Loans has been lower than our initial estimates by a greater margin than 2024 Consumer Loans. Additionally, 2024 Consumer Loans had a higher initial spread, which was primarily due to a decrease in the advance rate.

    The following table compares our forecast of aggregate Consumer Loan collection rates as of December 31, 2024 with the forecasts at the time of assignment, for dealer loans and purchased loans separately:

        Dealer Loans   Purchased Loans
        Forecasted Collection Percentage as of (1)       Forecasted Collection Percentage as of (1)    
     Consumer Loan Assignment Year   December 31,
    2024
      Initial
    Forecast
      Variance   December 31,
    2024
      Initial
    Forecast
      Variance
    2015           64.6  %           67.5  %           -2.9  %           69.0  %           68.5  %           0.5  %
    2016           63.1  %           65.1  %           -2.0  %           66.1  %           66.5  %           -0.4  %
    2017           64.1  %           63.8  %           0.3  %           66.3  %           64.6  %           1.7  %
    2018           64.9  %           63.6  %           1.3  %           66.8  %           63.5  %           3.3  %
    2019           66.8  %           63.9  %           2.9  %           67.9  %           64.2  %           3.7  %
    2020           67.5  %           63.3  %           4.2  %           67.9  %           63.6  %           4.3  %
    2021           63.5  %           66.3  %           -2.8  %           64.3  %           66.3  %           -2.0  %
    2022           59.5  %           67.3  %           -7.8  %           62.1  %           68.0  %           -5.9  %
    2023           63.1  %           66.8  %           -3.7  %           67.7  %           69.4  %           -1.7  %
    2024           65.4  %           66.3  %           -0.9  %           70.7  %           70.7  %           0.0  %

    (1)   The forecasted collection rates presented for dealer loans and purchased loans reflect the Consumer Loan classification at the time of assignment. The forecasted collection rates represent the total forecasted collections we expect to collect on the Consumer Loans as a percentage of the repayments that we were contractually owed on the Consumer Loans at the time of assignment. Contractual repayments include both principal and interest. Forecasted collection rates are negatively impacted by canceled Consumer Loans as the contractual amount owed is not removed from the denominator for purposes of computing forecasted collection rates.

    The following table presents aggregate forecasted Consumer Loan collection rates, advance rates, and spreads (the forecasted collection rate less the advance rate) as of December 31, 2024 for dealer loans and purchased loans separately.  All amounts are presented as a percentage of the initial balance of the Consumer Loan (principal + interest).

        Dealer Loans   Purchased Loans
     Consumer Loan Assignment Year   Forecasted Collection % (1)   Advance % (1)(2)   Spread %   Forecasted Collection % (1)   Advance % (1)(2)   Spread %
    2015           64.6  %           43.4  %           21.2  %           69.0  %           50.2  %           18.8  %
    2016           63.1  %           42.1  %           21.0  %           66.1  %           48.6  %           17.5  %
    2017           64.1  %           42.1  %           22.0  %           66.3  %           45.8  %           20.5  %
    2018           64.9  %           42.7  %           22.2  %           66.8  %           45.2  %           21.6  %
    2019           66.8  %           43.1  %           23.7  %           67.9  %           45.6  %           22.3  %
    2020           67.5  %           43.0  %           24.5  %           67.9  %           45.5  %           22.4  %
    2021           63.5  %           45.1  %           18.4  %           64.3  %           47.7  %           16.6  %
    2022           59.5  %           46.4  %           13.1  %           62.1  %           50.1  %           12.0  %
    2023           63.1  %           44.8  %           18.3  %           67.7  %           49.8  %           17.9  %
    2024           65.4  %           44.1  %           21.3  %           70.7  %           48.9  %           21.8  %

    (1)   The forecasted collection rates and advance rates presented for dealer loans and purchased loans reflect the Consumer Loan classification at the time of assignment.
    (2)   Represents advances paid to dealers on Consumer Loans assigned under our portfolio program and one-time payments made to dealers to purchase Consumer Loans assigned under our purchase program as a percentage of the initial balance of the Consumer Loans.  Payments of dealer holdback and accelerated dealer holdback are not included.

    Although the advance rate on purchased loans is higher as compared to the advance rate on dealer loans, purchased loans do not require us to pay dealer holdback.

    The spread as of December 31, 2024 on 2024 dealer loans was 21.3%, as compared to a spread of 18.3% on 2023 dealer loans. The increase was primarily due to Consumer Loan performance, as the performance of 2023 dealer loans has been lower than our initial estimates by a greater margin than 2024 dealer loans.

    The spread as of December 31, 2024 on 2024 purchased loans was 21.8%, as compared to a spread of 17.9% on 2023 purchased loans. The increase was primarily a result of a higher initial spread on 2024 purchased loans, due to a higher initial forecast and lower advance rate. Additionally, the performance of 2023 purchased loans has been lower than our initial estimates.

    Consumer Loan Volume

    The following table summarizes changes in Consumer Loan assignment volume in each of the last eight quarters as compared to the same period in the previous year:

        Year over Year Percent Change
    Three Months Ended   Unit Volume   Dollar Volume (1)
    March 31, 2023           22.8  %           18.6  %
    June 30, 2023           12.8  %           8.3  %
    September 30, 2023           13.0  %           10.5  %
    December 31, 2023           26.7  %           21.3  %
    March 31, 2024           24.1  %           20.2  %
    June 30, 2024           20.9  %           16.3  %
    September 30, 2024           17.7  %           12.2  %
    December 31, 2024           0.3  %           -4.9  %

    (1)   Represents advances paid to dealers on Consumer Loans assigned under our portfolio program and one-time payments made to dealers to purchase Consumer Loans assigned under our purchase program.  Payments of dealer holdback and accelerated dealer holdback are not included.

    Consumer Loan assignment volumes depend on a number of factors including (1) the overall demand for our financing programs, (2) the amount of capital available to fund new loans, and (3) our assessment of the volume that our infrastructure can support. Our pricing strategy is intended to maximize the amount of economic profit we generate, within the confines of capital and infrastructure constraints.

    Unit volumes grew 0.3% while dollar volume declined 4.9% during the fourth quarter of 2024 as the number of active dealers grew 4.7% and the average unit volume per active dealer declined 3.7%. Dollar volume declined while unit volume grew modestly during the fourth quarter of 2024 due to a decrease in the average advance paid, resulting from decreases in the average size of Consumer Loans assigned and the average advance rate. Unit volume for the 28-day period ended January 28, 2025 decreased 3.2% compared to the same period in 2024.

    The following table summarizes the changes in Consumer Loan unit volume and active dealers:

      For the Three Months Ended December 31,       For the Years Ended
    December 31,
       
      2024   2023   % Change   2024   2023   % Change
    Consumer Loan unit volume         78,911            78,652            0.3  %           386,126            332,499            16.1  %
    Active dealers (1)         10,149            9,693            4.7  %           15,463            14,174            9.1  %
          Average volume per active dealer         7.8            8.1            -3.7  %           25.0            23.5            6.4  %
                           
    Consumer Loan unit volume from dealers active both periods         61,222            64,393            -4.9  %           339,361            304,779            11.3  %
    Dealers active both periods         6,294            6,294            —              10,637            10,637            —   
    Average volume per dealer active both periods         9.7            10.2            -4.9  %           31.9            28.7            11.3  %
                           
    Consumer loan unit volume from dealers not active both periods         17,689            14,259            24.1  %           46,765            27,720            68.7  %
    Dealers not active both periods         3,855            3,399            13.4  %           4,826            3,537            36.4  %
    Average volume per dealer not active both periods         4.6            4.2            9.5  %           9.7            7.8            24.4  %

    (1)   Active dealers are dealers who have received funding for at least one Consumer Loan during the period.

    The following table provides additional information on the changes in Consumer Loan unit volume and active dealers: 

      For the Three Months Ended December 31,       For the Years Ended
    December 31,
       
      2024     2023     % Change   2024     2023     % Change
    Consumer Loan unit volume from new active dealers         2,733              3,307              -17.4  %           43,985              46,741              -5.9  %
    New active dealers (1)         902              975              -7.5  %           4,330              4,070              6.4  %
    Average volume per new active dealer         3.0              3.4              -11.8  %           10.2              11.5              -11.3  %
                           
    Attrition (2)         -18.1  %           -17.4  %               -8.3  %           -7.3  %    

    (1)   New active dealers are dealers who enrolled in our program and have received funding for their first dealer loan or purchased loan from us during the period.
    (2)   Attrition is measured according to the following formula:  decrease in Consumer Loan unit volume from dealers who have received funding for at least one dealer loan or purchased loan during the comparable period of the prior year but did not receive funding for any dealer loans or purchased loans during the current period divided by prior year comparable period Consumer Loan unit volume.

    The following table shows the percentage of Consumer Loans assigned to us as dealer loans and purchased loans for each of the last eight quarters:

        Unit Volume   Dollar Volume (1)
    Three Months Ended   Dealer Loans   Purchased Loans   Dealer Loans   Purchased Loans
    March 31, 2023           72.1  %           27.9  %           68.1  %           31.9  %
    June 30, 2023           72.4  %           27.6  %           68.6  %           31.4  %
    September 30, 2023           74.8  %           25.2  %           71.7  %           28.3  %
    December 31, 2023           77.2  %           22.8  %           75.0  %           25.0  %
    March 31, 2024           78.2  %           21.8  %           76.6  %           23.4  %
    June 30, 2024           78.5  %           21.5  %           77.3  %           22.7  %
    September 30, 2024           79.5  %           20.5  %           78.4  %           21.6  %
    December 31, 2024           78.7  %           21.3  %           77.7  %           22.3  %

    (1)   Represents advances paid to dealers on Consumer Loans assigned under our portfolio program and one-time payments made to dealers to purchase Consumer Loans assigned under our purchase program.  Payments of dealer holdback and accelerated dealer holdback are not included.

    As of December 31, 2024 and December 31, 2023, the net dealer loans receivable balance was 72.3% and 67.7%, respectively, of the total net loans receivable balance.

    Financial Results

    (Dollars in millions, except per share data) For the Three Months Ended December 31,       For the Years Ended December 31,    
        2024     2023   % Change     2024     2023   % Change
    GAAP average debt $         6,202.5   $         4,986.3           24.4  %   $         5,849.7   $         4,785.7           22.2  %
    GAAP average shareholders’ equity           1,712.3             1,734.3           -1.3  %             1,652.1             1,722.9           -4.1  %
    Average capital $         7,914.8   $         6,720.6           17.8  %   $         7,501.8   $         6,508.6           15.3  %
    GAAP net income $         151.9   $         93.6           62.3  %   $         247.9   $         286.1           -13.4  %
    Diluted weighted average shares outstanding   12,388,072     12,837,181           -3.5  %     12,469,283     13,010,735           -4.2  %
    GAAP net income per diluted share $         12.26   $         7.29           68.2  %   $         19.88   $         21.99           -9.6  %

    The increase in GAAP net income for the three months ended December 31, 2024, as compared to the same period in 2023, was primarily a result of the following:

    • An increase in finance charges of 14.7% ($66.6 million), primarily due to an increase in the average balance of our loan portfolio.
    • A decrease in provision for credit losses of 24.6% ($40.3 million), due to:
      • A decrease in provision for credit losses on forecast changes of $31.4 million, due to a smaller decline in Consumer Loan performance.
      • A decrease in provision for credit losses on new Consumer Loan assignments of $8.9 million, primarily due a 13.1% decrease in the average provision per Consumer Loan assignment. The decrease in average provision per new Consumer Loan assignment was primarily due to a decrease in the average advance rate for 2024 Consumer Loans.
      • The following table summarizes each component of provision for credit losses:
    (In millions) For the Three Months Ended December 31,    
    Provision for Credit Losses   2024     2023   Change
    Forecast changes $         62.9    $         94.3    $         (31.4)  
    New Consumer Loan assignments           60.5              69.4              (8.9)  
    Total $         123.4    $         163.7    $         (40.3)  
    • An increase in premiums earned of 14.8% ($3.2 million), primarily due to growth in the size of our reinsurance portfolio, which resulted from growth in new Consumer Loan assignments and an increase in the average premium written per reinsured vehicle service contract in recent periods.
    • An increase in operating expenses of 6.4% ($7.3 million), primarily due to:
      • An increase in salaries and wages expense of 17.4% ($11.5 million), primarily due to increases in (i) the number of team members as we are investing in our business with the goal of increasing the speed at which we enhance our product for dealers and consumers, (ii) stock-based compensation expense, primarily due to equity awards granted to our executive officers and senior leaders, and (iii) fringe benefits, primarily due to higher medical claims.
      • A decrease in general and administrative expenses of 19.7% ($5.4 million), primarily due to a decrease in legal expenses.
    • An increase in provision for income taxes of 75.4% ($17.2 million), primarily due to an increase in pre-tax income.
    • An increase in interest expense of 41.2% ($32.5 million), due to:
      • An increase in our average outstanding debt balance, which increased interest expense by $19.0 million, primarily due to borrowings used to fund the growth of our loan portfolio and stock repurchases.
      • An increase in our average cost of debt, which increased interest expense by $13.5 million, primarily as a result of higher interest rates on recently completed or extended secured financings and recently issued senior notes and the repayment of older secured financings and senior notes with lower interest rates.

    The decrease in GAAP net income for the year ended December 31, 2024, as compared to the same period in 2023, was primarily a result of the following:

    • An increase in interest expense of 57.4% ($153.0 million), due to:
      • An increase in our average cost of debt, which increased interest expense by $93.7 million, primarily as a result of higher interest rates on recently completed or extended secured financings and recently issued senior notes and the repayment of older secured financings and senior notes with lower interest rates.
      • An increase in our average outstanding debt balance, which increased interest expense by $59.3 million, primarily due to borrowings used to fund the growth of our loan portfolio and stock repurchases.
    • An increase in provision for credit losses of 10.7% ($78.5 million), primarily due to an increase in provision for credit losses on forecast changes of $80.1 million, due to a greater decline in Consumer Loan performance and slower net cash flow timing during 2024 compared to 2023.

    During 2024, we decreased our estimate of future net cash flows by $314.0 million, or 3.1%, to reflect a decline in forecasted collection rates during the period, and slowed our forecasted net cash flow timing to reflect a decrease in Consumer Loan prepayments, which remain below historical averages. Historically, Consumer Loan prepayments have been lower in periods with less availability of consumer credit. The $314.0 million decrease in forecasted net cash flows for 2024 was composed of an ordinary decrease in forecasted net cash flows of $166.8 million, or 1.7%, and an adjustment applied to our forecasting methodology during the second quarter of 2024, which upon implementation, reduced forecasted net cash flows by $147.2 million, or 1.4%, and increased our provision for credit losses by $127.5 million.

    During 2023, we decreased our estimate of future net cash flows by $206.3 million, or 2.3%, to reflect a decline in forecasted collection rates during the period and slowed our forecasted net cash flow timing to reflect a decrease in Consumer Loan prepayments. The $206.3 million decrease in forecasted net cash flows for 2023 was composed of an ordinary decrease in forecasted net cash flows of $161.8 million, or 1.8%, and an adjustment to our forecasting methodology during the second quarter of 2023, which upon implementation, decreased our estimate of future net cash flows by $44.5 million, or 0.5%, and increased our provision for credit losses by $71.3 million.

    The following table summarizes each component of provision for credit losses:

    (In millions)   For the Years Ended December 31,    
    Provision for Credit Losses     2024     2023   Change
    Forecast changes   $         493.8    $         413.7    $         80.1   
    New Consumer Loan assignments             320.9              322.5              (1.6)  
    Total   $         814.7    $         736.2    $         78.5   
    • An increase in operating expenses of 9.2% ($42.4 million), primarily due to:
      • An increase in salaries and wages expense of 10.3% ($29.0 million), primarily due to increases in (i) the number of team members as we are investing in our business with the goal of increasing the speed at which we enhance our product for dealers and consumers, (ii) fringe benefits, primarily due to higher medical claims, and (iii) stock-based compensation expense, primarily due to equity awards granted to our executive officers and senior leaders.
      • An increase in general and administrative expense of 12.3% ($10.7 million), primarily due to increases in legal and technology systems expenses.
    • A loss on sale of building of $23.7 million related to the sale of one of our two office buildings. The building was sold to reduce excess office space and eliminate the associated annual operating costs of approximately $2.1 million.
    • An increase in premiums earned of 20.7% ($16.5 million), primarily due to growth in the size of our reinsurance portfolio, which resulted from growth in new Consumer Loan assignments and an increase in the average premium written per reinsured vehicle service contract in recent periods.
    • An increase in finance charges of 13.5% ($237.3 million), primarily due to an increase in the average balance of our loan portfolio.

    Adjusted financial results are provided to help shareholders understand our financial performance. The financial data below is non-GAAP, unless labeled otherwise. We use adjusted financial information internally to measure financial performance and to determine certain incentive compensation. We also use economic profit as a framework to evaluate business decisions and strategies, with the objective to maximize economic profit over the long term. In addition, certain debt facilities utilize adjusted financial information for the determination of loan collateral values and to measure financial covenants. The table below shows our results following adjustments to reflect non-GAAP accounting methods. Material adjustments are explained in the table footnotes and the subsequent “Floating Yield Adjustment” and “Senior Notes Adjustment” sections. Measures such as adjusted average capital, adjusted net income, adjusted net income per diluted share, adjusted interest expense (after-tax), adjusted net income plus adjusted interest expense (after-tax), adjusted return on capital, adjusted revenue, operating expenses, adjusted loans receivable, economic profit, and economic profit per diluted share are non-GAAP financial measures. Non-GAAP financial measures should be viewed in addition to, and not as an alternative for, our reported results prepared in accordance with GAAP.

    Adjusted financial results for the three months and year ended December 31, 2024, compared to the same periods in 2023, include the following:

    (Dollars in millions, except per share data) For the Three Months Ended December 31,       For the Years Ended
    December 31,
       
        2024       2023     % Change     2024       2023     % Change
    Adjusted average capital $         8,633.3      $         7,234.3              19.3  %   $         8,140.5      $         6,909.8              17.8  %
    Adjusted net income $         126.0      $         129.1              -2.4  %   $         478.9      $         535.6              -10.6  %
    Adjusted interest expense (after-tax) $         85.7      $         63.4              35.2  %   $         323.0      $         209.5              54.2  %
    Adjusted net income plus adjusted interest expense (after-tax) $         211.7      $         192.5              10.0  %   $         801.9      $         745.1              7.6  %
    Adjusted return on capital           9.8  %             10.6  %           -7.5  %             9.9  %             10.8  %           -8.3  %
    Cost of capital           7.4  %             7.6  %           -2.6  %             7.4  %             7.0  %           5.7  %
    Economic profit $         51.3      $         55.9              -8.2  %   $         200.3      $         260.5              -23.1  %
    Diluted weighted average shares outstanding   12,388,072        12,837,181              -3.5  %     12,469,283        13,010,735              -4.2  %
    Adjusted net income per diluted share $         10.17      $         10.06              1.1  %   $         38.41      $         41.17              -6.7  %
          Economic profit per diluted share $         4.14      $         4.35              -4.8  %   $         16.06      $         20.02              -19.8  %

    Economic profit decreased 8.2% and 23.1% for the three months and year ended December 31, 2024, as compared to the same periods in 2023. Economic profit is a function of the return on capital in excess of the cost of capital and the amount of capital invested in the business. The following table summarizes the impact each of these components had on the changes in economic profit for the three months and year ended December 31, 2024, as compared to the same periods in 2023:

    (In millions) Year over Year Change in Economic Profit
      For the Three Months Ended December 31, 2024   For the Year Ended December 31, 2024
    Decrease in adjusted return on capital $         (17.9)     $         (76.0)  
    Decrease (increase) in cost of capital           2.5                (30.5)  
    Increase in adjusted average capital           10.8                46.3   
    Decrease in economic profit $         (4.6)     $         (60.2)  

    The decrease in economic profit for the three months ended December 31, 2024, as compared to the same period in 2023, was primarily a result of the following:

    • A decrease in our adjusted return on capital of 80 basis points, primarily due to:
      • A decrease in the yield used to recognize adjusted finance charges on our loan portfolio decreased our adjusted return on capital by 150 basis points, primarily due to both a decline in forecasted collection rates and slower forecasted net cash flow timing since the third quarter of 2023. The slower forecasted net cash flow timing was primarily a result of a decrease in Consumer Loan prepayments, which remain below historical averages.
      • Slower growth in operating expenses increased our adjusted return on capital by 50 basis points as operating expenses grew by 6.4% while adjusted average capital grew by 19.3%.
    • An increase in adjusted average capital of 19.3%, primarily due to an increase in the average balance of our loan portfolio.

    The decrease in economic profit for the year ended December 31, 2024, as compared to the same period in 2023, was primarily a result of the following:

    • A decrease in our adjusted return on capital of 90 basis points, primarily due to:
      • A decrease in the yield used to recognize adjusted finance charges on our loan portfolio decreased our adjusted return on capital by 140 basis points, primarily due to both a decline in forecasted collection rates and slower forecasted net cash flow timing since the first quarter of 2023. The slower forecasted net cash flow timing was primarily a result of a decrease in Consumer Loan prepayments, which remain below historical averages.
      • Slower growth in operating expenses increased our adjusted return on capital by 40 basis points as operating expenses grew by 9.2% while adjusted average capital grew by 17.8%.
    • An increase in our cost of capital, primarily due to an increase in our cost of debt, primarily as a result of higher interest rates on recently completed or extended secured financings and recently issued senior notes and the repayment of older secured financings and senior notes with lower interest rates.
    • An increase in adjusted average capital of 17.8%, primarily due to an increase in the average balance of our loan portfolio.

    The following table shows adjusted revenue and operating expenses as a percentage of adjusted average capital, the adjusted return on capital, and the percentage change in adjusted average capital for each of the last eight quarters, compared to the same period in the prior year:

        For the Three Months Ended
        Dec. 31, 2024   Sept. 30, 2024   Jun. 30, 2024   Mar. 31, 2024   Dec. 31, 2023   Sept. 30, 2023   Jun. 30, 2023   Mar. 31, 2023
    Adjusted revenue as a percentage of adjusted average capital (1)           18.4  %           18.2  %           19.6  %           19.8  %           20.2  %           20.7  %           21.2  %           20.6  %
    Operating expenses as a percentage of adjusted average capital (1)           5.6  %           6.2  %           6.2  %           6.7  %           6.3  %           6.3  %           6.9  %           7.2  %
    Adjusted return on capital (1)           9.8  %           9.3  %           10.3  %           10.1  %           10.6  %           11.1  %           11.1  %           10.3  %
    Percentage change in adjusted average capital compared to the same period in the prior year           19.3  %           19.4  %           17.6  %           14.6  %           11.5  %           8.8  %           6.2  %           1.0  %

    (1)   Annualized.

    The increase in adjusted return on capital for the three months ended December 31, 2024, as compared to the three months ended September 30, 2024, was primarily due to a decrease in operating expenses, which increased adjusted return on capital by 40 basis points, as operating expenses declined by 6.0% while adjusted average capital grew by 2.9%. The $7.8 million decrease in operating expenses was primarily due to a decrease in legal expenses.

    The following tables provide a reconciliation of non-GAAP measures to GAAP measures.  Certain amounts do not recalculate due to rounding.

    (Dollars in millions, except per share data)   For the Three Months Ended
        Dec. 31, 2024   Sept. 30, 2024   Jun. 30, 2024   Mar. 31, 2024   Dec. 31, 2023   Sept. 30, 2023   Jun. 30, 2023   Mar. 31, 2023
    Adjusted net income                                
    GAAP net income (loss)   $         151.9      $         78.8      $         (47.1)     $         64.3      $         93.6      $         70.8      $         22.2      $         99.5   
    Floating yield adjustment (after-tax)             (116.8)               (115.1)               (96.1)               (92.4)               (83.9)               (76.4)               (73.9)               (75.9)  
    GAAP provision for credit losses (after-tax)             95.0                142.2                246.9                143.2                126.1                142.1                192.9                105.8   
    Loss on sale of building (after-tax) (1)             —                —                18.3                —                —                —                —                —   
    Senior notes adjustment (after-tax)             —                —                —                —                (2.6)               (0.5)               (0.6)               (0.5)  
    Income tax adjustment (2)             (4.1)               3.2                4.4                2.3                (4.1)               3.5                (0.6)               (1.9)  
    Adjusted net income   $         126.0      $         109.1      $         126.4      $         117.4      $         129.1      $         139.5      $         140.0      $         127.0   
                                     
    Adjusted net income per diluted share (3)   $         10.17      $         8.79      $         10.29      $         9.28      $         10.06      $         10.70      $         10.69      $         9.71   
    Diluted weighted average shares outstanding     12,388,072        12,415,143        12,282,174        12,646,529        12,837,181        13,039,638        13,099,961        13,073,316   
                                     
    Adjusted revenue                                
    GAAP total revenue   $         565.9      $         550.3      $         538.2      $         508.0      $         491.6      $         478.6     $         477.9      $         453.8   
    Floating yield adjustment             (151.8)               (149.4)               (124.8)               (120.0)               (108.9)               (99.3)               (96.1)               (98.4)  
    GAAP provision for claims             (17.7)               (18.5)               (20.3)               (17.0)               (16.6)               (16.5)               (19.7)               (17.9)  
    Adjusted revenue   $         396.4      $         382.4      $         393.1      $         371.0      $         366.1      $         362.8      $         362.1      $         337.5   
                                     
    Adjusted average capital                                
    GAAP average debt   $         6,202.5      $         6,071.1      $         5,818.2      $         5,306.8      $         4,986.3      $         4,831.4      $         4,730.3      $         4,594.7   
    Deferred debt issuance adjustment             —                —                —                —                20.9                24.5                24.0                21.2   
    Senior notes debt adjustment             —                —                —                —                2.8                3.4                3.4                3.4   
    Adjusted average debt             6,202.5                6,071.1                5,818.2                5,306.8                5,010.0                4,859.3                4,757.7                4,619.3   
    GAAP average shareholders’ equity             1,712.3                1,594.2                1,623.5                1,678.5                1,734.3                1,731.3                1,752.6                1,673.3   
    Senior notes equity adjustment             —                —                —                —                2.0                2.9                3.4                4.0   
    Income tax adjustment (4)             (118.5)               (118.5)               (118.5)               (118.5)               (118.5)               (118.5)               (118.5)               (118.5)  
    Floating yield adjustment             837.0                840.8                710.1                641.0                606.5                548.9                433.9                373.7   
    Adjusted average equity             2,430.8                2,316.5                2,215.1                2,201.0                2,224.3                2,164.6                2,071.4                1,932.5   
    Adjusted average capital   $         8,633.3      $         8,387.6      $         8,033.3      $         7,507.8      $         7,234.3      $         7,023.9      $         6,829.1      $         6,551.8   
                                     
    Adjusted revenue as a percentage of adjusted average capital (5)             18.4  %             18.2  %             19.6  %             19.8  %             20.2  %             20.7  %             21.2  %             20.6  %
                                     
    Adjusted loans receivable                                
    GAAP loans receivable, net   $         7,850.3      $         7,781.5      $         7,547.7      $         7,345.6      $         6,955.3      $         6,780.5      $         6,610.3      $         6,500.3   
    Floating yield adjustment             1,072.4                1,100.8                1,065.6                869.7                803.8                748.9                663.7                509.2   
    Adjusted loans receivable   $         8,922.7      $         8,882.3      $         8,613.3      $         8,215.3      $         7,759.1      $         7,529.4      $         7,274.0      $         7,009.5   
                                     
    Adjusted interest expense (after-tax)                                
    GAAP interest expense   $         111.3      $         111.2      $         104.5      $         92.5      $         78.8      $         70.5      $         62.8      $         54.4   
    Senior notes adjustment             —                —                —                —                3.5                0.7                0.7                0.7   
    Adjusted interest expense (pre-tax)             111.3                111.2                104.5                92.5                82.3                71.2                63.5                55.1   
    Adjustment to record tax effect (2)             (25.6)               (25.6)               (24.0)               (21.3)               (18.9)               (16.4)               (14.6)               (12.7)  
    Adjusted interest expense (after-tax)   $         85.7      $         85.6      $         80.5      $         71.2      $         63.4      $         54.8      $         48.9      $         42.4   

    (1)   The sale of one of our two office buildings in June 2024 resulted in a loss on the sale of the asset. As this transaction is both unusual and infrequent in nature, we applied this adjustment to remove the impact of the loss on sale of building from our adjusted net income.
    (2)   Adjustment to record taxes at our estimated long-term effective income tax rate of 23%. 
    (3)   Net income per diluted share is computed independently for each of the quarters presented. Therefore, the sum of quarterly net income per diluted share information may not equal year-to-date net income per diluted share.
    (4)   The enactment of the Tax Cuts and Jobs Act in December 2017 resulted in the reversal of $118.5 million of provision for income taxes to reflect the new federal statutory income tax rate. This adjustment removes the impact of this reversal from adjusted average capital. We believe the income tax adjustment provides a more accurate reflection of the performance of our business as we are recognizing provision for income taxes at the applicable long-term effective tax rate for the period.
    (5)   Annualized.

    (Dollars in millions)   For the Three Months Ended
        Dec. 31, 2024   Sept. 30, 2024   Jun. 30, 2024   Mar. 31, 2024   Dec. 31, 2023   Sept. 30, 2023   Jun. 30, 2023   Mar. 31, 2023
    Adjusted return on capital (1)                                
    Adjusted net income   $         126.0      $         109.1      $         126.4      $         117.4      $         129.1      $         139.5      $         140.0      $         127.0   
    Adjusted interest expense (after-tax)             85.7                85.6                80.5                71.2                63.4                54.8                48.9                42.4   
    Adjusted net income plus adjusted interest expense (after-tax)   $         211.7      $         194.7      $         206.9      $         188.6      $         192.5      $         194.3      $         188.9      $         169.4   
                                     
    Reconciliation of GAAP return on equity to adjusted return on capital (4)                                
    GAAP return on equity (2)             35.5  %             19.8  %             -11.6  %             15.3  %             21.6  %             16.4  %             5.1  %             23.8  %
    Non-GAAP adjustments             -25.7  %             -10.5  %             21.9  %             -5.2  %             -11.0  %             -5.3  %             6.0  %             -13.5  %
    Adjusted return on capital (1)             9.8  %             9.3  %             10.3  %             10.1  %             10.6  %             11.1  %             11.1  %             10.3  %
                                     
    Economic profit                                
    Adjusted return on capital             9.8  %             9.3  %             10.3  %             10.1  %             10.6  %             11.1  %             11.1  %             10.3  %
    Cost of capital (3) (4)             7.4  %             7.3  %             7.5  %             7.3  %             7.6  %             7.1  %             6.7  %             6.6  %
    Adjusted return on capital in excess of cost of capital             2.4  %             2.0  %             2.8  %             2.8  %             3.0  %             4.0  %             4.4  %             3.7  %
    Adjusted average capital   $         8,633.3      $         8,387.6      $         8,033.3      $         7,507.8      $         7,234.3      $         7,023.9      $         6,829.1      $         6,551.8   
        Economic profit   $         51.3      $         41.4      $         56.2      $         51.4      $         55.9      $         69.1      $         74.1      $         61.4   
                                     
    Reconciliation of GAAP net income (loss) to economic profit                                
    GAAP net income (loss)   $         151.9      $         78.8      $         (47.1)     $         64.3      $         93.6      $         70.8      $         22.2      $         99.5   
    Non-GAAP adjustments             (25.9)               30.3                173.5                53.1                35.5                68.7                117.8                27.5   
    Adjusted net income             126.0                109.1                126.4                117.4                129.1                139.5                140.0                127.0   
    Adjusted interest expense (after-tax)             85.7                85.6                80.5                71.2                63.4                54.8                48.9                42.4   
    Adjusted net income plus adjusted interest expense (after-tax)             211.7                194.7                206.9                188.6                192.5                194.3                188.9                169.4   
    Less: cost of capital             160.4                153.3                150.7                137.2                136.6                125.2                114.8                108.0   
    Economic profit   $         51.3      $         41.4      $         56.2      $         51.4      $         55.9      $         69.1      $         74.1      $         61.4   
                                     
    Economic profit per diluted share (5)   $         4.14      $         3.33      $         4.58      $         4.06      $         4.35      $         5.30      $         5.66      $         4.70   
                                     
    Operating expenses as a percentage of adjusted average capital (4)             5.6  %             6.2  %             6.2  %             6.7  %             6.3  %             6.3  %             6.9  %             7.2  %
                                     
    Percentage change in adjusted average capital compared to the same period in the prior year             19.3  %             19.4  %             17.6  %             14.6  %             11.5  %             8.8  %             6.2  %             1.0  %

    (1)   Adjusted return on capital is defined as adjusted net income plus adjusted interest expense (after-tax) divided by adjusted average capital.
    (2)   Calculated by dividing GAAP net income (loss) by GAAP average shareholders’ equity.
    (3)   The cost of capital includes both a cost of equity and a cost of debt.  The cost of equity capital is determined based on a formula that considers the risk of the business and the risk associated with our use of debt.  The formula utilized for determining the cost of equity capital is as follows: (the average 30-year Treasury rate + 5%) + [(1 – tax rate) x (the average 30-year Treasury rate + 5% – pre-tax average cost of debt rate) x average debt/(average equity + average debt x tax rate)].  For the periods presented, the average 30-year Treasury rate and the adjusted pre-tax average cost of debt were as follows:

        For the Three Months Ended
        Dec. 31, 2024   Sept. 30, 2024   Jun. 30, 2024   Mar. 31, 2024   Dec. 31, 2023   Sept. 30, 2023   Jun. 30, 2023   Mar. 31, 2023
    Average 30-year Treasury rate           4.4  %           4.3  %           4.6  %           4.3  %           4.7  %           4.2  %           3.8  %           3.8  %
    Pre-tax average cost of debt (4)           7.2  %           7.3  %           7.2  %           7.0  %           6.3  %           5.9  %           5.3  %           4.8  %

    (4)   Annualized.
    (5)   Economic profit per diluted share is computed independently for each of the quarters presented. Therefore, the sum of quarterly economic profit per diluted share information may not equal year-to-date economic profit per diluted share.

    (In millions, except share and per share data)   For the Years Ended December 31,
          2024       2023  
    Adjusted net income        
    GAAP net income   $         247.9      $         286.1   
    Floating yield adjustment (after-tax)             (420.4)               (310.1)  
    GAAP provision for credit losses (after-tax)             627.3                566.9   
    Loss on sale of building (after-tax) (1)             18.3                —   
    Senior notes adjustment (after-tax)             —                (4.2)  
    Income tax adjustment (2)             5.8                (3.1)  
    Adjusted net income   $         478.9      $         535.6   
             
    Adjusted net income per diluted share   $         38.41     $         41.17  
    Diluted weighted average shares outstanding     12,469,283       13,010,735  
             
    Adjusted average capital        
    GAAP average debt   $         5,849.7      $         4,785.7   
    Deferred debt issuance adjustment             —                22.7   
    Senior notes debt adjustment             —                3.2   
    Adjusted average debt             5,849.7                4,811.6   
    GAAP average shareholders’ equity             1,652.1                1,722.9   
    Senior notes equity adjustment             —                3.1   
    Income tax adjustment (3)             (118.5)               (118.5)  
    Floating yield adjustment             757.2                490.7   
    Adjusted average equity             2,290.8                2,098.2   
    Adjusted average capital   $         8,140.5      $         6,909.8   
             
    Adjusted interest expense (after-tax)        
    GAAP interest expense   $         419.5      $         266.5   
    Senior notes adjustment             —                5.6   
    Adjusted interest expense (pre-tax)             419.5                272.1   
    Adjustment to record tax effect (2)             (96.5)               (62.6)  
    Adjusted interest expense (after-tax)   $         323.0      $         209.5   
             
    Adjusted return on capital (5)        
    Adjusted net income   $         478.9      $         535.6   
    Adjusted interest expense (after-tax)             323.0                209.5   
        Adjusted net income plus adjusted interest expense (after-tax)   $         801.9      $         745.1   
             
    Reconciliation of GAAP return on equity to adjusted return on capital        
    GAAP return on equity (4)             15.0  %             16.6  %
    Non-GAAP adjustments             -5.1  %             -5.8  %
    Adjusted return on capital (5)             9.9  %             10.8  %
             
    Economic profit        
    Adjusted return on capital             9.9  %             10.8  %
    Cost of capital (6)             7.4  %             7.0  %
    Adjusted return on capital in excess of cost of capital             2.5  %             3.8  %
    Adjusted average capital   $         8,140.5      $         6,909.8   
        Economic profit   $         200.3      $         260.5   
             
    Reconciliation of GAAP net income to economic profit        
    GAAP net income   $         247.9      $         286.1   
    Non-GAAP adjustments             231.0                249.5   
    Adjusted net income             478.9                535.6   
    Adjusted interest expense (after-tax)             323.0                209.5   
    Adjusted net income plus adjusted interest expense (after-tax)             801.9                745.1   
    Less: cost of capital             601.6                484.6   
    Economic profit   $         200.3      $         260.5   
             
    Economic profit per diluted share (7)   $         16.06      $         20.02   

    (1)   The sale of one of our two office buildings in June 2024 resulted in a loss on the sale of the asset. As this transaction is both unusual and infrequent in nature, we applied this adjustment to remove the impact of the loss on sale of building from our adjusted net income.   
    (2)        Adjustment to record taxes at our estimated long-term effective income tax rate of 23%.
    (3)   The enactment of the Tax Cuts and Jobs Act in December 2017 resulted in the reversal of $118.5 million of provision for income taxes to reflect the new federal statutory income tax rate. This adjustment removes the impact of this reversal from adjusted average capital. We believe the income tax adjustment provides a more accurate reflection of the performance of our business as we are recognizing provision for income taxes at the applicable long-term effective tax rate for the period.
    (4)   Calculated by dividing GAAP net income by GAAP average shareholders’ equity.
    (5)   Adjusted return on capital is defined as adjusted net income plus adjusted interest expense after-tax divided by adjusted average capital.
    (6)   The cost of capital includes both a cost of equity and a cost of debt.  The cost of equity capital is determined based on a formula that considers the risk of the business and the risk associated with our use of debt.  The formula utilized for determining the cost of equity capital is as follows: (the average 30-year Treasury rate + 5%) + [(1 – tax rate) x (the average 30-year Treasury rate + 5% – pre-tax average cost of debt rate) x average debt/(average equity + average debt x tax rate)].  For the periods presented, the average 30-year Treasury rate and the adjusted pre-tax average cost of debt were as follows:

        For the Years Ended December 31,
        2024     2023  
    Average 30-year Treasury rate           4.4  %           4.1  %
    Pre-tax average cost of debt           7.2  %           5.5  %

    (7)   Economic profit per diluted share is computed independently for each of the quarters presented. Therefore, the sum of quarterly economic profit per diluted share information may not equal year-to-date economic profit per diluted share.

    Floating Yield Adjustment

    The net loan income (finance charge revenue less provision for credit losses expense) that we recognize over the life of a loan equals the cash we collect from the underlying Consumer Loan less the cash we pay to the dealer. We believe the economics of our business are best exhibited by recognizing loan revenue on a level-yield basis over the life of the loan based on expected future net cash flows. The purpose of this non-GAAP adjustment is to provide insight into our business by showing this level yield measure of income. Under GAAP, contractual amounts due in excess of the loan receivable balance at the time of assignment will be reflected as interest income, while contractual amounts due that are not expected to be collected are reflected in the provision for credit losses. Our non-GAAP floating yield adjustment recognizes the net effects of contractual interest income and expected credit losses in a single measure of finance charge revenue, consistent with how we manage our business. The floating yield adjustment recognizes revenue on a level-yield basis based upon expected future net cash flows, with any changes in expected future net cash flows, which are recognized immediately under GAAP as provision for credit losses, recognized over the remaining forecast period (up to 120 months after the origination date of the underlying Consumer Loans) for each individual dealer loan and purchased loan. The floating yield adjustment does not accelerate revenue recognition. Rather, it reduces revenue by taking amounts that are reported under GAAP as provision for credit losses and instead treating them as reductions of revenue over time.

    Under the GAAP methodology we employ, which is known as the current expected credit loss model, or CECL, we are required to recognize:

    • a significant provision for credit losses expense at the time of the loan’s assignment to us for contractual net cash flows we do not expect to realize; and
    • finance charge revenue in subsequent periods that is significantly in excess of our expected yield.

    Due to the GAAP treatment of contractual net cash flows we do not expect to realize at the time of loan assignment (i.e. significant expense at the time of loan assignment, which is offset by higher revenue in subsequent periods), we do not believe the GAAP methodology we employ provides sufficient transparency into the economics of our business, including our results of operations, financial condition, and financial leverage. Our floating yield adjustment enables us to provide measures of income that are not impacted by GAAP’s treatment of contractual net cash flows we do not expect to realize at the time of loan assignment. We believe the floating yield adjustment is presented in a manner which reflects both the economic reality of our business and how the business is managed and provides valuable supplemental information to help investors better understand our business, executive compensation, liquidity, and capital resources.

    Senior Notes Adjustment (applied in periods prior to December 31, 2023)

    This non-GAAP adjustment modifies our GAAP financial results to treat the issuance of certain senior notes as a refinancing of certain previously issued senior notes. Our historical adjusted financial information reflects application of the senior notes adjustment as described below in connection with (i) the issuance by us in 2014 of $300.0 million principal amount of 6.125% senior notes due 2021 (the “2021 senior notes”) and the related retirement of our 9.125% senior notes due 2017 (the “2017 senior notes”) and (ii) the issuance by us in 2019 of $400.0 million principal amount of 5.125% senior notes due 2024 (the “2024 senior notes”) and the related retirement of the 2021 senior notes and our 7.375% senior notes due 2023 (the “2023 senior notes”).

    We issued the 2024 senior notes on December 18, 2019. We used a portion of the net proceeds from the 2024 senior notes to repurchase or redeem all of the $300.0 million outstanding principal amount of the 2021 senior notes, of which $148.2 million was repurchased on December 18, 2019 and the remaining $151.8 million was redeemed on January 17, 2020. We used the remaining net proceeds from the 2024 senior notes, together with borrowings under our revolving credit facility, to redeem in full the $250.0 million outstanding principal amount of the 2023 senior notes on March 15, 2020. Under GAAP, the fourth quarter of 2019 included (i) a pre-tax loss on extinguishment of debt of $1.8 million related to the repurchase of 2021 senior notes in the fourth quarter of 2019 and the redemption of the remaining 2021 senior notes in the first quarter of 2020 and (ii) additional interest expense of $0.3 million on $160.0 million of additional outstanding debt caused by the one month lag from the issuance of the 2024 senior notes and repurchase of 2021 senior notes in the fourth quarter of 2019 to the redemption of the remaining 2021 senior notes in the first quarter of 2020. Under GAAP, the first quarter of 2020 included (i) a pre-tax loss on extinguishment of debt of $7.4 million related to the redemption of 2023 senior notes in the first quarter of 2020 and (ii) additional interest expense of $0.4 million on $160.0 million of additional outstanding debt caused by the one month lag from the issuance of the 2024 senior notes and repurchase of 2021 senior notes in the fourth quarter of 2019 to the redemption of the remaining 2021 senior notes in the first quarter of 2020.

    We issued the 2021 senior notes on January 22, 2014. On February 21, 2014, we used the net proceeds from the 2021 senior notes, together with borrowings under our revolving credit facilities, to redeem in full the $350.0 million outstanding principal amount of the 2017 senior notes. Under GAAP, the first quarter of 2014 included (i) a pre-tax loss on extinguishment of debt of $21.8 million related to the redemption of the 2017 senior notes in the first quarter of 2014 and (ii) additional interest expense of $1.4 million on $276.0 million of additional outstanding debt caused by the one month lag from the issuance of the 2021 senior notes to the redemption of the 2017 senior notes.

    Under our non-GAAP approach, the loss on extinguishment of debt and additional interest expense that were recognized for GAAP purposes were in each case deferred as debt issuance costs to be recognized ratably as interest expense over the term of the newly issued notes. In addition, for adjusted average capital purposes, the impact of additional outstanding debt related to the lag from the issuance of the new notes to the redemption of the previously issued notes was in each case deferred to be recognized ratably over the term of the newly issued notes. Upon the issuance of the 2024 senior notes in the fourth quarter of 2019, the outstanding unamortized balances of the non-GAAP adjustments related to the 2021 senior notes were deferred and were recognized ratably over the term of the 2024 senior notes, until the repurchase and redemption of the 2024 senior notes in December 2023.

    We believe the application of the senior notes adjustment as described above provides a more accurate reflection of the performance of our business, since we were recognizing the costs incurred with these transactions in a manner consistent with how we recognize the costs incurred when we periodically refinance our other debt facilities. We have determined not to apply the senior notes adjustment in connection with the issuance by us in December 2023 of our 9.250% senior notes due 2028 and the related retirement of the 2024 senior notes, because the adjustment would not be material.

    Cautionary Statement Regarding Forward-Looking Information

    We claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 for all of our forward-looking statements. Statements in this release that are not historical facts, such as those using terms like “may,” “will,” “should,” “believe,” “expect,” “anticipate,” “assume,” “forecast,” “estimate,” “intend,” “plan,” “target,” or similar expressions, and those regarding our future results, plans, and objectives, are “forward-looking statements” within the meaning of the federal securities laws. These forward-looking statements represent our outlook only as of the date of this release. Actual results could differ materially from these forward-looking statements since the statements are based on our current expectations, which are subject to risks and uncertainties. Factors that might cause such a difference include, but are not limited to, the factors set forth in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Securities and Exchange Commission (the “SEC”) on February 12, 2024, and other risk factors discussed herein or listed from time to time in our reports filed with the SEC and the following:

    Industry, Operational, and Macroeconomic Risks

    • Our inability to accurately forecast and estimate the amount and timing of future collections could have a material adverse effect on results of operations.
    • Due to competition from traditional financing sources and non-traditional lenders, we may not be able to compete successfully.
    • Adverse changes in economic conditions, the automobile or finance industries, or the non-prime consumer market could adversely affect our financial position, liquidity, and results of operations, the ability of key vendors that we depend on to supply us with services, and our ability to enter into future financing transactions.
    • Reliance on third parties to administer our ancillary product offerings could adversely affect our business and financial results.
    • We are dependent on our senior management and the loss of any of these individuals or an inability to hire additional team members could adversely affect our ability to operate profitably.
    • Our reputation is a key asset to our business, and our business may be affected by how we are perceived in the marketplace.
    • An outbreak of contagious disease or other public health emergency could materially and adversely affect our business, financial condition, liquidity, and results of operations.
    • The concentration in several states of automobile dealers who participate in our programs could adversely affect us.
    • Reliance on our outsourced business functions could adversely affect our business.
    • Our ability to hire and retain foreign engineering personnel could be hindered by immigration restrictions.
    • We may be unable to execute our business strategy due to current economic conditions.
    • Natural disasters, climate change, military conflicts, acts of war, terrorist attacks and threats, or the escalation of military activity in response to terrorist attacks or otherwise may negatively affect our business, financial condition, and results of operations.
    • Governmental or market responses to climate change and related environmental issues could have a material adverse effect on our business.
    • A small number of our shareholders have the ability to significantly influence matters requiring shareholder approval and such shareholders have interests which may conflict with the interests of our other security holders.

    Capital and Liquidity Risks

    • We may be unable to continue to access or renew funding sources and obtain capital needed to maintain and grow our business.
    • The terms of our debt limit how we conduct our business.
    • A violation of the terms of our asset-backed secured financings or revolving secured warehouse facilities could have a material adverse impact on our operations.
    • Our substantial debt could negatively impact our business, prevent us from satisfying our debt obligations, and adversely affect our financial condition.
    • We may not be able to generate sufficient cash flows to service our outstanding debt and fund operations and may be forced to take other actions to satisfy our obligations under such debt.
    • Interest rate fluctuations may adversely affect our borrowing costs, profitability, and liquidity.
    • Reduction in our credit rating could increase the cost of our funding from, and restrict our access to, the capital markets and adversely affect our liquidity, financial condition, and results of operations.
    • We may incur substantially more debt and other liabilities. This could exacerbate further the risks associated with our current debt levels.
    • The conditions of the U.S. and international capital markets may adversely affect lenders with which we have relationships, causing us to incur additional costs and reducing our sources of liquidity, which may adversely affect our financial position, liquidity, and results of operations.

    Technology and Cybersecurity Risks

    • Our dependence on technology could have a material adverse effect on our business.
    • We depend on secure information technology, and a breach of our systems or those of our third-party service providers could result in our experiencing significant financial, legal, and reputational exposure and could materially adversely affect our business, financial condition, and results of operations.
    • Our use of electronic contracts could impact our ability to perfect our ownership or security interest in Consumer Loans.
    • Failure to properly safeguard our proprietary business information or confidential consumer and team member personal information could subject us to liability, decrease our profitability, and damage our reputation.

    Legal and Regulatory Risks

    • Litigation we are involved in from time to time may adversely affect our financial condition, results of operations, and cash flows.
    • Changes in tax laws and the resolution of uncertain income tax matters could have a material adverse effect on our results of operations and cash flows from operations.
    • The regulations to which we are or may become subject could result in a material adverse effect on our business.

    Other factors not currently anticipated by management may also materially and adversely affect our business, financial condition, and results of operations. We do not undertake, and expressly disclaim any obligation, to update or alter our statements, whether as a result of new information or future events or otherwise, except as required by applicable law.

    Webcast Details

    We will host a webcast on January 30, 2025 at 5:00 p.m. Eastern Time to discuss our fourth quarter and full year results. The webcast can be accessed live by visiting the “Investor Relations” section of our website at ir.creditacceptance.com or by telephone as described below. Only persons accessing the webcast by telephone will be able to pose questions to the presenters during the webcast. A replay and transcript of the webcast will be archived in the “Investor Relations” section of our website. 

    To participate in the webcast by telephone, you must pre-register at https://register.vevent.com/register/BIa9a65d89cd7e4a4192d3cecb8f0d2b67, or through the link posted on the “Investor Relations” section of our website at ir.creditacceptance.com. Upon registration you will be provided with the dial-in number and a unique PIN to access the webcast by telephone.

    Description of Credit Acceptance Corporation

    We make vehicle ownership possible by providing innovative financing solutions that enable automobile dealers to sell vehicles to consumers regardless of their credit history. Our financing programs are offered through a nationwide network of automobile dealers who benefit from sales of vehicles to consumers who otherwise could not obtain financing; from repeat and referral sales generated by these same customers; and from sales to customers responding to advertisements for our financing programs, but who actually end up qualifying for traditional financing.

    Without our financing programs, consumers are often unable to purchase vehicles or they purchase unreliable ones. Further, as we report to the three national credit reporting agencies, an important ancillary benefit of our programs is that we provide consumers with an opportunity to improve their lives by improving their credit score and move on to more traditional sources of financing. Credit Acceptance is publicly traded on the Nasdaq Stock Market under the symbol CACC. For more information, visit creditacceptance.com.

    CREDIT ACCEPTANCE CORPORATION
    CONSOLIDATED STATEMENTS OF INCOME
    (UNAUDITED)
            

    (Dollars in millions, except per share data) For the Three Months Ended December 31,   For the Years Ended December 31,
        2024     2023     2024     2023
    Revenue:              
    Finance charges $         518.2    $         451.6    $         1,992.7    $         1,755.4 
    Premiums earned           24.8              21.6              96.1              79.6 
    Other income           22.9              18.4              73.6              66.9 
    Total revenue           565.9              491.6              2,162.4              1,901.9 
    Costs and expenses:              
    Salaries and wages           77.6              66.1              309.2              280.2 
    General and administrative           22.0              27.4              97.9              87.2 
    Sales and marketing           22.0              20.8              94.4              91.7 
    Total operating expenses           121.6              114.3              501.5              459.1 
                   
    Provision for credit losses on forecast changes           62.9              94.3              493.8              413.7 
    Provision for credit losses on new Consumer Loan assignments           60.5              69.4              320.9              322.5 
    Total provision for credit losses           123.4              163.7              814.7              736.2 
                   
    Interest           111.3              78.8              419.5              266.5 
    Provision for claims           17.7              16.6              73.5              70.7 
    Loss on sale of building           —              —              23.7              — 
    Loss on extinguishment of debt           —              1.8              —              1.8 
    Total costs and expenses           374.0              375.2              1,832.9              1,534.3 
    Income before provision for income taxes           191.9              116.4              329.5              367.6 
    Provision for income taxes           40.0              22.8              81.6              81.5 
    Net income $         151.9    $         93.6    $         247.9    $         286.1 
                   
    Net income per share:              
    Basic $         12.39    $         7.33    $         20.12    $         22.09 
    Diluted $         12.26    $         7.29    $         19.88    $         21.99 
                   
    Weighted average shares outstanding:              
    Basic           12,256,198              12,775,616              12,323,261              12,953,424 
    Diluted           12,388,072              12,837,181              12,469,283              13,010,735 

    CREDIT ACCEPTANCE CORPORATION
    CONSOLIDATED BALANCE SHEETS
    (UNAUDITED)

    (Dollars in millions, except per share data) As of
      December 31, 2024   December 31, 2023
    ASSETS:      
    Cash and cash equivalents $         343.7      $         13.2   
    Restricted cash and cash equivalents           501.3                457.7   
    Restricted securities available for sale           106.4                93.2   
           
    Loans receivable           11,289.1                10,020.1   
    Allowance for credit losses           (3,438.8)               (3,064.8)  
    Loans receivable, net           7,850.3                6,955.3   
           
    Property and equipment, net           14.7                46.5   
    Income taxes receivable           4.2                4.3   
    Other assets           34.0                40.0   
    Total assets $         8,854.6      $         7,610.2   
           
    LIABILITIES AND SHAREHOLDERS’ EQUITY:      
    Liabilities:      
    Accounts payable and accrued liabilities $         315.8      $         318.8   
    Revolving secured lines of credit           0.1                79.2   
    Secured financing           5,361.5                3,990.9   
    Senior notes           991.3                989.0   
    Mortgage note           —                8.4   
    Deferred income taxes, net           319.1                389.2   
    Income taxes payable           117.2                81.0   
    Total liabilities           7,105.0                5,856.5   
           
    Shareholders’ Equity:      
    Preferred stock, $.01 par value, 1,000,000 shares authorized, none issued           —                —   
    Common stock, $.01 par value, 80,000,000 shares authorized, 12,048,151 and 12,522,397 shares issued and outstanding as of December 31, 2024 and December 31, 2023, respectively           0.1                0.1   
    Paid-in capital           335.1                279.0   
    Retained earnings           1,414.7                1,475.6   
    Accumulated other comprehensive loss           (0.3)               (1.0)  
    Total shareholders’ equity           1,749.6                1,753.7   
    Total liabilities and shareholders’ equity $         8,854.6      $         7,610.2   

    The MIL Network

  • MIL-OSI: Diamondback Energy, Inc. Announces Drop Down Transaction

    Source: GlobeNewswire (MIL-OSI)

    MIDLAND, Texas, Jan. 30, 2025 (GLOBE NEWSWIRE) — Diamondback Energy, Inc. (NASDAQ: FANG) (“Diamondback” or the “Company”) today announced that it has entered into a definitive purchase agreement with Viper Energy, Inc. (“Viper”), a subsidiary of Diamondback, to sell certain mineral and royalty interests from subsidiaries of Diamondback for $1 billion in cash and approximately 69.6 million units of Viper’s operating subsidiary (“OpCo”, and such units the “OpCo Units”) in a drop down transaction (“Drop Down”). The tax advantaged OpCo units, which will be issued together with an equal number of shares of Class B common stock of Viper, are exchangeable for shares of Class A common stock of Viper.

    Based on the volume weighted average sales price of Viper’s common stock for the 30-trading day period ending on January 24, 2025 of $49.55, the transaction is valued at a total of $4.45 billion. Viper expects to fund the cash portion of this transaction through a combination of cash on hand, borrowings under Viper’s credit facility, and proceeds from one or more capital markets transactions, subject to market conditions and other factors.

    “This Drop Down transaction with Viper is a major milestone in the continued synergy capture and execution of corporate development objectives related to the Endeavor transaction,” stated Travis Stice, Chairman and Chief Executive Officer of Diamondback. “Additionally, the Drop Down will accelerate debt reduction and increase Diamondback’s exposure to Viper’s differentiated growth profile and market-leading minerals position.”

    Timing and Approvals

    Diamondback expects the transaction to close in the second quarter of 2025, subject to the satisfaction of customary closing conditions and approval of the transaction by Viper’s stockholders.

    Advisors

    RBC Capital Markets is serving as financial advisor to Diamondback. Kirkland & Ellis LLP is acting as legal advisor to Diamondback.

    Evercore is acting as financial advisor to the Audit Committee of Viper’s Board of Directors. Hunton Andrews Kurth LLP is acting as legal advisor to Viper’s Audit Committee.

    About Diamondback

    Diamondback is an independent oil and natural gas company headquartered in Midland, Texas focused on the acquisition, development, exploration and exploitation of unconventional, onshore oil and natural gas reserves in the Permian Basin in West Texas. For more information, please visit www.diamondbackenergy.com.

    Forward-Looking Statements

    This news release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, which involve risks, uncertainties, and assumptions. All statements, other than statements of historical fact, including statements regarding Diamondback’s: future performance; business strategy; future operations (including drilling plans and capital plans); estimates and projections of revenues, losses, costs, expenses, returns, cash flow, and financial position; reserve estimates and its ability to replace or increase reserves; anticipated benefits or other effects of strategic transactions (including the recently completed Endeavor merger, the Drop Down transaction and other acquisitions or divestitures); and plans and objectives of management (including plans for future cash flow from operations) are forward-looking statements. When used in this news release, the words “aim,” “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “future,” “guidance,” “intend,” “may,” “model,” “outlook,” “plan,” “positioned,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “will,” “would,” and similar expressions (including the negative of such terms) as they relate to Diamondback are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. Although Diamondback believes that the expectations and assumptions reflected in its forward-looking statements are reasonable as and when made, they involve risks and uncertainties that are difficult to predict and, in many cases, beyond Diamondback’s control. Accordingly, forward-looking statements are not guarantees of future performance and Diamondback’s actual outcomes could differ materially from what Diamondback has expressed in its forward-looking statements.

    Factors that could cause the outcomes to differ materially include (but are not limited to) the following: changes in supply and demand levels for oil, natural gas, and natural gas liquids, and the resulting impact on the price for those commodities; the impact of public health crises, including epidemic or pandemic diseases and any related company or government policies or actions; actions taken by the members of OPEC and Russia affecting the production and pricing of oil, as well as other domestic and global political, economic, or diplomatic developments, including any impact of the ongoing war in Ukraine and the Israel-Hamas war on the global energy markets and geopolitical stability; instability in the financial markets; inflationary pressures; higher interest rates and their impact on the cost of capital; regional supply and demand factors, including delays, curtailment delays or interruptions of production, or governmental orders, rules or regulations that impose production limits; federal and state legislative and regulatory initiatives relating to hydraulic fracturing, including the effect of existing and future laws and governmental regulations; physical and transition risks relating to climate change; those risks described in Item 1A of Diamondback’s Annual Report on Form 10-K, filed with the SEC on February 22, 2024, and those risks disclosed in its subsequent filings on Forms 10-Q and 8-K, which can be obtained free of charge on the SEC’s website at http://www.sec.gov and Diamondback’s website at www.diamondbackenergy.com/investors.

    In light of these factors, the events anticipated by Diamondback’s forward-looking statements may not occur at the time anticipated or at all. Moreover, Diamondback operates in a very competitive and rapidly changing environment and new risks emerge from time to time. Diamondback cannot predict all risks, nor can it assess the impact of all factors on its business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those anticipated by any forward-looking statements it may make. Accordingly, you should not place undue reliance on any forward-looking statements. All forward-looking statements speak only as of the date of this letter or, if earlier, as of the date they were made. Diamondback does not intend to, and disclaims any obligation to, update or revise any forward-looking statements unless required by applicable law.

    Additional Information about the Drop Down and Where to Find It

    In connection with the Drop Down, Viper expects to file relevant materials with the SEC including a proxy statement on Schedule 14A. Promptly after filing its definitive proxy statement with the SEC, Viper will mail the definitive proxy statement to each Viper stockholder entitled to vote at the special meeting relating to the Drop Down. This document is not a substitute for the proxy statement or for any other document that Viper may file with the SEC and send to its stockholders in connection with the Pending Drop Down. INVESTORS AND STOCKHOLDERS IN VIPER ARE URGED TO CAREFULLY READ THE VIPER PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO AND ANY DOCUMENTS INCORPORATED BY REFERENCE THEREIN) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE DROP DOWN THAT VIPER WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION AND THE PARTIES TO THE TRANSACTION. The definitive proxy statement, the preliminary proxy statement, and other relevant materials in connection with the Drop Down (when they become available) and any other documents filed by Viper with the SEC, may be obtained free of charge at the SEC’s website www.sec.gov. Copies of the documents filed with the SEC by Viper will be available free of charge on Viper’s website at www.viperenergy.com/investors.

    Participants in the Solicitation

    Viper and its directors and executive officers, and Diamondback as its parent and major stockholder, may be deemed, under SEC rules, to be participants in the solicitation of proxies from Viper’s stockholders in connection with the Drop Down. Information about the directors and executive officers of Viper and, as applicable, about Diamondback, is set forth in (i) in Viper’s proxy statement for its 2024 annual meeting, including under the headings “Proposal 1—Election of Directors”, “Executive Officers”, “Compensation Discussion and Analysis”, “Compensation Tables”, “Stock Ownership” and “Certain Relationships and Related Transactions,” which was filed with the SEC on April 25, 2024 and is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/1602065/000119312524113976/d796418ddef14a.htm, (ii) Viper’s Annual Report on Form 10-K for the year ended December 31, 2023, including under the headings “Item 10. Directors, Executive Officers and Corporate Governance”, “Item 11. Executive Compensation”, “Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” and “Item 13. Certain Relationships and Related Transactions, and Director Independence”, which was filed with the SEC on February 22, 2024 and is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/1602065/000160206524000010/vnom-20231231.htm and (iii) subsequent statements of changes in beneficial ownership on file with the SEC.

    Additional information about Diamondback may be found in Diamondback’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 22, 2024, and subsequent quarterly reports on Form 10-Q and current reports on Form 8-K filed by Diamondback with the SEC. These documents may be obtained free of charge from the SEC’s website at www.sec.gov and Diamondback’s website at www.diamondbackenergy.com/investors.

    Additional information regarding the participants in the proxy solicitation and a description of their direct or indirect interests, by security holdings or otherwise, will be contained in the proxy statement and other relevant materials filed by Viper with the SEC when they become available. These documents may be obtained free of charge from the SEC’s website at www.sec.gov and Viper’s website at www.viperenergy.com/investors.

    No Offer or Solicitation

    This document does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

    Diamondback Investor Contact:

    Adam Lawlis
    +1 432.221.7467
    alawlis@diamondbackenergy.com

    The MIL Network

  • MIL-OSI USA: Senators Coons, Lankford introduce bill to incentivize charitable giving through tax code

    US Senate News:

    Source: United States Senator for Delaware Christopher Coons

    WASHINGTON – U.S. Senators Chris Coons (D-Del.) and James Lankford (R-Okla.) reintroduced the Charitable Act to reward Americans who give to charity and incentivize more people to donate to worthy causes. Under this new bill, Americans who donate to charities, houses of worship, religious organizations, and other nonprofits of their choice would be able to deduct that donation from their federal taxes, even if they take the standard, non-itemized deduction.

    A similar provision was first enacted in the Coronavirus Aid, Relief, and Economic Security (CARES) Act, which passed in 2020. As a result of that legislation, 90 million taxpayers benefitted from the deduction, and households making between $30,000 and $100,000 increased their charitable giving the most. Charitable organizations received $30 billion in increased donations. 

    “Delawareans have always risen to the occasion in support of our communities,” said Senator Coons. “Last year, Americans demonstrated our generosity by donating a collective $557 billion to charities, houses of worship, and nonprofits. I am proud to reintroduce the Charitable Act with Senator Lankford to help the federal government encourage even more Americans to embrace the civic virtue of giving to those in need.”

    “America’s first safety net should never be the government—government is the least efficient caregiver by far. Our families, churches, and other nonprofits do incredible work to lift up those who need it most. Updating the tax law to incentivize giving empowers Americans to make an even bigger impact for the homeless, hurting, and hungry,” said Senator Lankford. 

    This bill is supported by numerous organizations, including The National Council of Nonprofits (25,000 member organizations), Charitable Giving Coalition (175 member organizations), the Nonprofit Alliance, Faith & Giving Coalition, Leadership 18, Independent Sector, YMCA, Council on Foundations, American Endowment Foundation, Philanthropy Southwest, Christian Alliance for Orphans, Ethics & Religious Liberty Commission, United Philanthropy Forum, National Association of Charitable Gift Planners, Association of Art Museum Directors, the Evangelical Council for Financial Accountability, Association of Fundraising Professionals, Council for Advancement and Support of Education, Americans for the Arts, American Heart Association, Oklahoma Center for Nonprofits, Delaware Alliance for Nonprofit Advancement, Maryland Nonprofits, Boys and Girls Club of America, March of Dimes, and Habitat for Humanity.

    In addition to Senators Coons and Lankford, the Charitable Act is supported by Senators Catherine Cortez Masto (D-Nev.), John Hickenlooper (D-Colo.), Pete Ricketts (R-Neb.), Amy Klobuchar (D-Minn.), Raphael Warnock (D-Ga.), Jeanne Shaheen (D-N.H.), John Curtis (R-Utah), Marsha Blackburn (R-Tenn.), Jerry Moran (R-Kan.), Katie Britt (R-Ala.), and Tim Scott (R-S.C.).

    “Nonprofits are the backbone of our communities, addressing critical needs and enhancing the quality of life for all. The Charitable Act is a vital step in restoring a proven incentive that encourages generosity and empowers nonprofits to meet growing demands, even in challenging times. We applaud Senators Lankford and Coons for their leadership and steadfast commitment to strengthening the nonprofit sector, ensuring we can continue to deliver essential services and drive positive change,” said Sheila Bravo, President and CEO, Delaware Alliance for Nonprofit Advancement.

    “Bravo to Senators Lankford and Coons on this much-needed support for America’s nonprofits. They both understand from personal experience the key role the nonprofit sector plays both as a provider of critical services to millions of Americans and as a major employer in Oklahoma and nationwide. In this era of historic inflation and ever-rising costs, the need for nonprofit services has not declined—in fact, we are needed more than ever. The Charitable Act will help recreate an environment of years past where charitable givers at every level can feel incentivized and appreciated—after all, we are all in this together,” said Marnie Taylor, President & CEO, Oklahoma Center for Nonprofits. 

    “Faith & Giving heartily thanks and commends Senators James Lankford and Chris Coons for reintroducing the Charitable Act to restore a charitable deduction for taxpayers who do not itemize. Giving by individuals is the financial lifeblood of many thousands of American faith communities and faith-based organizations. Yet since 2017 individual giving to religion has fallen billions of dollars short of keeping pace with inflation. No single policy is more important for restoring the health of individual giving and faith-based charities than a non-itemizer charitable deduction like the one Congress created to stimulate giving in 2020 and 2021,” Brian Walsh, Executive Director, Faith & Giving

    Nonprofits need tools like the nonitemizer deduction proposed by the Charitable Act to meet growing and changing community needs,” said YMCA of the USA President and CEO Suzanne McCormick. “We saw this policy unlock more giving when it was enacted temporarily during the pandemic, and we know that making it permanent will help YMCAs serve and support more neighbors every day. Senators Lankford and Coons recognize the important role nonprofits play in communities and understand that the universal charitable deduction helps nonprofits like the Y make their communities stronger. I’m grateful for their leadership.”

    “The temporary non-itemizer charitable deduction implemented in 2020 and 2021 led to an additional $18 billion in donations to nonprofits. As nonprofits are faced with higher demand for services, increased costs, workforce challenges, and declining donations, the Charitable Act presents an opportunity to reinstate that incentive and provide nonprofits with more resources to carry out their mission. The networks of the National Council of Nonprofits enthusiastically endorse this vital legislation and appreciate leaders like Senator Lankford and Senator Coons who continue to be stalwart champions for these efforts and the nonprofit sector,” said Diane Yentel, President & CEO, National Council of Nonprofits.

    “Generosity is a core American value that should be incentivized to help meet the evolving needs of communities,” said Kathleen Enright, Council on Foundations President and CEO. “The temporary non-itemizer deduction in the CARES Act successfully sparked more people to give. We hope Congress will cement this effective policy into law and inspire many more generous Americans to give charitably to support one another and the causes they value. We thank the House and Senate sponsors of the Charitable Act for their leadership on this issue.”

    For quotes from other organizations and non-profit leaders, please click here.

    MIL OSI USA News

  • MIL-OSI USA News: Fact Sheet: President Donald J. Trump Expands Educational Opportunities for American Families

    Source: The White House

    DEFENDING PARENTAL RIGHTS AND EDUCATIONAL OPPORTUNITY: Today, President Donald J. Trump signed an Executive Order expanding educational freedom and opportunity for families. It recognizes that parents, not the government, play a fundamental role in choosing and directing the upbringing and education of their children.

    • It directs the Department of Education to issue guidance on how the States can use federal funding formulas to support their K-12 scholarship programs.
    • It directs the Secretary of Education to prioritize school choice programs in the Department’s discretionary grant programs.
    • The Order requires the Department of Health and Human Services to issue guidance on how states receiving block grants for children and families can use those funds to support educational alternatives, including private and faith-based options.
    • It directs the Secretary of Defense to submit a plan to the President for how military families can use Department of Defense funds to send their children to the school of their choice.
    • The Order also directs the Secretary of the Interior to submit a plan to the President for how families with students attending Bureau of Indian Education schools can use federal funds to send their children to the school of their choice.

    EMPOWERING PARENTS AND STUDENTS THROUGH SCHOOL CHOICE: Every child deserves the best education available, regardless of their zip code. However, for generations, our government-assigned education system has failed millions of parents, students, and teachers. This Executive Order begins to rectify that wrong by opening up opportunities for students to attend the school that best fits their needs.

    • According to the latest National Assessment of Educational Progress (NAEP), 70% of 8th graders were below proficient in reading and 72% were below proficient in math. 40% of 4th graders did not even meet the basic reading levels. 
    • Standardized test scores have essentially been flat for over 30 years, despite hundreds of billions of dollars spent on government-run education.
    • A dozen states have universal or near universal school choice programs and 33 states have some form of school choice program.
    • School choice programs have a strong record of improving students’ academic performance.
    • School choice has proven to be cost effective and saves taxpayer dollars.
    • Parents report higher levels of school safety for their children who participate in school choice programs.
    • Support for school choice is overwhelming, with 70% of Democrats, 73% of Black Americans, and 69% of Hispanic Americans in favor of it.
    • President Trump is dedicated to ensuring every child has the opportunity to receive a world-class education.

    FULFILLING THE PROMISE TO STRENGTHEN EDUCATION THROUGH FREEDOM AND OPPORTUNITY: President Trump promised to bring school choice to every family in the Nation. Today’s historic executive order is a critical step in delivering on that promise, and builds on the long list of accomplishments from the first Trump Administration, including:

    • Calling on Congress to pass the School Choice Now Act and the Education Freedom Scholarships and Opportunity Act.
    • Providing in-person learning options for low-income parents forced to send their children to virtual school during the pandemic.
    • Re-authorizing the D.C. Opportunity Scholarship program twice.
    • Investing nearly $1.5 billion in the development of public charter schools, helping this innovative sector grow to 7,500 charter schools serving more than 3 million students.
    • Allowing parents across the nation to withdraw up to $10,000 tax-free per year from 529 education savings plans to cover public, private, or religious K-12 schooling costs, thanks to the President’s historic tax cuts.

    Parents can be confident that under his Administration, President Trump will provide every available opportunity for parents to enrich the education of their children through individual choice.

    MIL OSI USA News

  • MIL-OSI USA: In Senate Hearing, RFK Jr. Refuses to Say HPV Vaccine is Safe to Sen. Patty Murray, Pressed on Credible Accusation of Sexual Assault

    US Senate News:

    Source: United States Senator for Washington State Patty Murray
    Murray: “There are political realities, we all get that—but there is also right and wrong, fact and fiction. And there’s also people staying healthy, or people dying pointlessly from diseases we can prevent because they thought Congress took its job vetting our health care secretary seriously.”
    Murray, a longtime congressional leader on health care who has led hearings on addressing vaccine hesitancy, has been a leading vocal opponent of RFK Jr.’s nomination—speaking out on the Senate floor, holding events, raising the alarm after meeting with him
    *** VIDEO of Senator Murray’s FULL questioning with RFK Jr. HERE***
    Washington, D.C. — Today, U.S. Senator Patty Murray (D-WA), a senior member and former Chair of the Senate Health, Education, Labor, and Pensions (HELP) Committee, questioned RFK Jr. at the Senate HELP Committee hearing on his nomination for Secretary of Health and Human Services (HHS)—pressing him forcefully on whether he stands by false statements he made about the HPV vaccine and asking about credible accusations of sexual harassment and assault against him.
    RFK Jr. has long been one of the anti-vaccine movement’s loudest, proudest champions—peddling dangerous, debunked views and funding anti-vaccine causes—and there is much he could do as HHS Secretary to cause chaos and real harm to families,  from firing top scientists and researchers, to ripping away the approval or insurance coverage of all kinds of vaccines and medicines, to ending our focus on infectious disease research, as he has threatened to do.
    Murray began her questioning at today’s hearing by reiterating that HHS has broad and critical responsibilities to protect and preserve health care and social services, from advancing women’s health, to improving child care, to bolstering biomedical research—all priorities of hers—but she would use her limited time for questioning to ask about vaccines. Also noting the tragic plane crash last night in DC, Murray called it “a painful reminder that we need competent people running our federal agencies to respond when a crisis strikes.”
    “I think we can agree that cancer is particularly a nefarious chronic disease. And the American Cancer Society reported earlier this month that women under 50 are experiencing a dramatic increase in incidence of the disease. Fortunately, there is clear data showing that the HPV vaccine has saved lives and cut cervical cancer rates dramatically. You have called the HPV vaccine ‘dangerous and defective’ and said it ‘actually increases the risk of cervical cancer.’ Do you stand by those statements? Yes or no?”
    Kennedy filibustered, refusing to answer directly—Murray pressed him to answer the question, then continued, “You said that: ‘no loving parents would allow their daughter to receive this vaccine.’ If confirmed as HHS Secretary, would you recommend that parents get their children vaccinated against HPV? Yes or no?”
    “I’ll just remind everybody—parents look to our health leaders for advice on these decisions; you would be a health leader,” Murray said, asking unanimous consent to enter Mr. Kennedy’s numerous statements disparaging the HPV vaccine and others into the record.
    Murray continued by asking Mr. Kennedy about accusations of sexual harassment and assault by Eliza Cooney, who was hired as a part-time babysitter by his family. “When you were confronted about this accusation, you said you were ‘not a church boy’ and that you ‘have so many skeletons in my closet,’ Murray said. “You then texted Miss Cooney an apology and indicated you had no memory of what she described. Mr. Kennedy, I’m asking you to respond to those accusations seriously in front of this committee. Did you make sexual advances towards Miss Cooney without her consent?”
    Kennedy denied the allegations, calling them “debunked,” despite credible reporting to the contrary, when pressed on why he apologized, Kennedy claimed he texted Cooney an apology for a separate reason—in contrast to the published texts. Mr. Kennedy then told the full committee that he had never made any unwanted sexual advances towards any individual without their consent.
    “My time is almost up, but having read a lot and listened a lot, I just want to remind all my colleagues that by voting to confirm Mr. Kennedy, we would be telling our constituents he is worth listening to,” Murray said. “That alone will get people killed—before he even lifts a finger. Because he does not even need the levers of power to influence people, as we saw in Samoa—all he needs is a megaphone.
    “To affirm his views by voting to confirm him as our highest health official—we should not mince words about what that will mean. When babies die from whooping cough because parents weren’t sure if the vaccine was safe, we will have to look them in the eye. When measles sweeps through schools, hospitals, nursing wards—will this be worth it?”
    “There are political realities, we all get that—but there is also right and wrong, fact and fiction. And there’s also people staying healthy, or people dying pointlessly from diseases we can prevent because they thought Congress took its job vetting our health care secretary seriously,” Murray concluded.
    When President-elect Donald J. Trump first announced his intention to select Robert F. Kennedy Jr. as Secretary of HHS, Murray immediately and forcefully condemned the move—and she has consistently spoken out and laid out for her colleagues the case against his nomination since, including in a lengthy Senate floor speech earlier this month—VIDEO HERE. Murray met with RFK Jr. on January 15th and released a statement afterward reiterating her opposition to his nomination and urging her colleagues, “to be honest with themselves about the stakes of putting one of the anti-vaccine movement’s loudest, proudest champions in charge of HHS and join me in opposing RFK Jr.’s nomination.”  In December, Murray held a roundtable discussion at UW Medicine on the importance of scientific research and vaccines—especially for children—and spoke about how having RFK Jr. lead HHS would threaten Americans’ health and safety.
    As a longtime appropriator and former Chair of the Senate HELP Committee, Murray has long fought to boost biomedical research, strengthen public health infrastructure, and make health care more affordable and accessible. Over her years as a senior member of the Appropriations Committee, she has secured billions of dollars in increases for biomedical research at the National Institutes of Health, and during her time as Chair of the HELP Committee she established the new ARPA-H research agency as part of her PREVENT Pandemics Act to advance some of the most cutting-edge research in the field. As Chair of the HELP Committee, Murray was also instrumental in crafting the American Rescue Plan Act, including its landmark investments in public health and health care. Senator Murray was also the lead Democratic negotiator of the bipartisan 21st Century Cures Act, which delivered a major federal investment to boost NIH research, among many other investments. Murray is also the lead sponsor of the Public Health Infrastructure Saves Lives Act (PHISLA), legislation to establish $4.5 billion in dedicated, annual funding for a grant program to build up and maintain the nation’s public health system across the board. 
    In 2019, Senator Murray co-led a bipartisan hearing in the HELP Committee on vaccine hesitancy and spoke about the importance of addressing vaccine skepticism and getting people the facts they need to keep their families and communities safe and healthy. Ahead of the hearing, as multiple states were facing measles outbreaks in under-vaccinated areas, Murray sent a bipartisan letter with former HELP Committee Chair Lamar Alexander (R-TN) pressing the Centers for Disease Control and Prevention (CDC) Director and HHS Assistant Secretary for Health on their efforts to promote vaccination and vaccine confidence.

    MIL OSI USA News

  • MIL-OSI USA: DBEDT NEWS RELEASE: VISITOR INDUSTRY CONTINUED IMPROVEMENT IN DECEMBER 2024

    Source: US State of Hawaii

    DBEDT NEWS RELEASE: VISITOR INDUSTRY CONTINUED IMPROVEMENT IN DECEMBER 2024

    Posted on Jan 30, 2025 in Latest Department News, Newsroom

    STATE OF HAWAIʻI

    KA MOKU ʻĀINA O HAWAIʻI

     

    DEPARTMENT OF BUSINESS, ECONOMIC DEVELOPMENT AND TOURISM

    KA ʻOIHANA HOʻOMOHALA PĀʻOIHANA, ʻIMI WAIWAI A HOʻOMĀKAʻIKAʻI

     

    RESEARCH AND ECONOMIC ANALYSIS DIVISION

     

    JOSH GREEN, M.D.
    GOVERNOR

    KE KIAʻĀINA

     

    JAMES KUNANE TOKIOKA

    DIRECTOR

    KA LUNA HOʻOKELE

     

    1. EUGENE TIAN

    CHIEF STATE ECONOMIST

     

    VISITOR INDUSTRY CONTINUED IMPROVEMENT IN DECEMBER 2024

     

     

    FOR IMMEDIATE RELEASE

    January 30, 2025

     

    HONOLULU – According to preliminary statistics from the Department of Business, Economic Development and Tourism (DBEDT), there were 910,055 visitors to the Hawaiian Islands in December 2024, a 5.5 percent growth compared to the same month last year. Total visitor spending measured in nominal dollars was $2.04 billion, up 4.7 percent from December 2023. December marked the fifth straight month with year-over-year growth in both visitor arrivals and expenditures. Total visitor arrivals in December 2024 represent a 95.5 percent recovery rate from pre-pandemic December 2019 (952,441, -4.5%) and total nominal visitor spending increased compared to December 2019 ($1.75 billion, +16.6%).

    In December 2024, 892,000 visitors arrived by air service, mainly from the U.S. West and U.S. East. Additionally, 18,055 visitors arrived via out-of-state cruise ships. In comparison, 847,257 visitors (+5.3%) arrived by air and 15,191 visitors (+18.9%) came by cruise ships in December 2023, and 941,128 visitors (-5.2%) came by air and 11,313 visitors (+59.6%) came by cruise ships in December 2019.

    The average length of stay by all visitors in December 2024 was 9.10 days, which was shorter than December 2023 (9.34 days, -2.7%) and December 2019 (9.27 days, -1.9%). The statewide average daily census was 267,000 visitors in December 2024, compared to 259,938 visitors (+2.7%) in December 2023 and 284,924 visitors (-6.3%) in December 2019.

    In December 2024, 452,023 visitors arrived from the U.S. West, an increase from December 2023 (424,808 visitors, +6.4%) and December 2019 (418,520 visitors, +8.0%). U.S. West visitor spending of $922.4 million grew compared to December 2023 ($856.3 million, +7.7%) and was much higher than December 2019 ($697.6 million, +32.2%). Daily spending by U.S. West visitors in December 2024 ($230 per person) increased compared to December 2023 ($226 per person, +1.9%) and was considerably more than December 2019 ($180 per person, +27.7%).

    In December 2024, 228,169 visitors arrived from the U.S. East, up from December 2023 (209,574 visitors, +8.9%) and from December 2019 (215,358 visitors, +5.9%). U.S. East visitor spending of $609.4 million increased from December 2023 ($557.6 million, +9.3%) and December 2019 ($488.3 million, +24.8%). Daily spending by U.S. East visitors in December 2024 ($264 per person) was higher than December 2023 ($259 per person, +2.1%) and December 2019 ($217 per person, +21.5%).

    There were 70,825 visitors from Japan in December 2024, a slight growth from December 2023 (70,348 visitors, +0.7%), but significantly fewer than December 2019 (136,635 visitors,
    -48.2%). Although there were slightly more visitors in December 2024, their shorter length of stay (6.19 days, -5.5%) and lower daily spending ($238 per person, -4.0%) resulted in decreased total Japanese visitor spending ($104.4 million, -8.7%) compared to December 2023. Total Japanese visitor spending ($210.9 million, -50.5%) was down considerably and daily spending ($260 per person, -8.5%) was less compared to December 2019.

    In December 2024, 53,203 visitors arrived from Canada, a decrease from December 2023 (57,885 visitors, -8.1%) and December 2019 (64,182 visitors, -17.1%). Visitors from Canada spent $129.9 million in December 2024, compared to $158.6 million (-18.1%) in December 2023 and $129.6 million (+0.2%) in December 2019. Daily spending by Canadian visitors in December 2024 ($225 per person) was slightly lower compared to December 2023 ($227 per person, -0.8%), but significantly more than December 2019 ($159 per person, +41.7%).

    There were 87,779 visitors from all other international markets in December 2024, comprising visitors from Oceania, Other Asia, Europe, Latin America, Guam, the Philippines, the Pacific Islands and other regions. In comparison, there were 84,643 visitors (+3.7%) from all other international markets in December 2023 and 106,434 visitors (-17.5%) in December 2019.

    Air capacity to the Hawaiian Islands in December 2024 (5,366 transpacific flights with 1,194,302 seats) increased compared to December 2023 (5,121 flights, +4.8% with 1,127,084 seats, +6.0%), but declined from December 2019 (5,676 flights, -5.5% with 1,252,958 seats,
    -4.7%).

    Calendar Year 2024

     

    A total of 9,689,113 visitors arrived in calendar year 2024, a slight growth from 9,657,607 visitors (+0.3%) in 2023. Total arrivals decreased 6.7 percent when compared to 10,386,673 visitors in 2019.

    In 2024, total visitor spending was $20.68 billion, down slightly from $20.73 billion (-0.2%) in 2023, but higher than $17.72 billion(+16.7%) in 2019.

    VIEW FULL NEWS RELEASE AND TABLES

     

    Statement by DBEDT Director James Kunane Tokioka

     

    Hawai‘i’s tourism industry in 2024 continued to recover from the August 2023 Maui wildfires. Data from August to December 2024, which shows year-over-year growth in both arrivals and visitor spending, is encouraging. For calendar year 2024, total arrivals (9,689,113 visitors, +0.3%) rose slightly while total visitor expenditures ($20.68 billion, -0.2%) were just shy by 0.3 percent of the 2023 level.

    The cruise industry performed exceptionally well in 2024 with 168,035 visitor arrivals to Hawai‘i by cruise ships, surpassing 2023 (157,612 visitors, +6.6%) and pre-pandemic 2019 (143,508 visitors, +17.1%) and became the second-highest annual arrivals by cruise ship since the cruise visitor data were recorded in 1999 (the highest cruise visitor arrivals occurred in 2013 when 170,987 visitors came).

    Looking forward into 2025, we expect visitor arrivals to be impacted by the Los Angeles wildfires. Los Angeles is Hawai‘i’s largest source market, accounting for 9.1 percent of all visitor arrivals in 2024 and 30.2 percent of all visitors from California. Our hearts go out to everyone who lost a loved one, home or place of business in the fires. Governor Green has reached out in support and aloha to California Governor Newsom to offer relief for Los Angeles wildfire survivors and first responders.

    # # #

     

     

    Media Contacts:

     

    Laci Goshi 

    Communications Officer

    Department of Business, Economic Development and Tourism

    Cell: 808-518-5480

    Email: [email protected]

     

    Jennifer Chun

    Director of Tourism Research

    Department of Business, Economic Development and Tourism

    Phone: 808-973-9446

    Email: [email protected]

    MIL OSI USA News

  • MIL-OSI Europe: Written question – Withdrawal of the USA from the WHO – E-000277/2025

    Source: European Parliament

    Question for written answer  E-000277/2025
    to the Commission
    Rule 144
    Erik Kaliňák (NI)

    On 20 January 2025, the newly elected President of the United States signed several executive orders, including one ordering the completion of the US withdrawal from the WHO[1].

    In contrast to this move by the US, the EU continues to support the WHO, including by planning to get Member States to commit to the amendments to the International Health Regulations annexed to Resolution WHA77.17, which were adopted on 1 June 2024, in the interests of the EU.

    In the light of the foregoing:

    • 1.Does the Commission consider it appropriate for Member States to be bound by WHO health regulations or a pandemic treaty when it is beyond doubt that these measures will not be adopted by major global actors?
    • 2.Have experts carried out an independent impact analysis that would lead to a recommendation that the EU and its Member States continue to participate in the aforementioned WHO documents, and that would take into account the US withdrawal?
    • 3.In the absence of such an analysis, would the Commission consider suspending actions leading to being bound by the aforementioned provisions, at least until it becomes clear whether their adoption has added value for EU citizens?

    Submitted: 22.1.2025

    • [1] https://www.whitehouse.gov/presidential-actions/2025/01/withdrawing-the-united-states-from-the-worldhealth-organization/
    Last updated: 30 January 2025

    MIL OSI Europe News

  • MIL-OSI Asia-Pac: Union Home Minister and Minister of Cooperation Shri Amit Shah releases “Indian Renaissance: The Modi Decade” book in New Delhi

    Source: Government of India (2)

    Union Home Minister and Minister of Cooperation Shri Amit Shah releases “Indian Renaissance: The Modi Decade” book in New Delhi

    Past 10 years of Prime Minister Shri Narendra Modi’s tenure have marked the end of one era and the beginning of another

    Whether as CM or now as PM, Modi Ji has taken a transformative decision every year, bringing significant change

    Whenever India’s history is written, even the harshest critics will acknowledge Modi Ji’s 10 years of governance in golden letters

    Some leaders talk about separating Southern India; in their time, they divided the country multiple times, How long will they keep dividing?

    Modi Ji has mastered the art of true leadership—something that leaders who only seek newspaper headlines will never understand

    India’s history will be categorized into three phases: before and after independence, before and after the Emergency, and before and after Modi Ji’s era

    Posted On: 30 JAN 2025 10:10PM by PIB Delhi

    Union Home Minister and Minister of Cooperation Shri Amit Shah today released “Indian Renaissance: The Modi Decade” book in New Delhi. On this occasion, Union Minister for Housing and Urban Affairs Shri Manohar Lal, Rajya Sabha MP Shri Kartikeya Sharma, the book’s editor Dr. Aishwarya Pandit, and several other distinguished personalities were present.

    Union Home Minister and Minister of Cooperation Shri Amit Shah said that in the past 10 years of Prime Minister Shri Narendra Modi’s tenure have marked the end of an era and the beginning of a new one. He emphasized that whenever India’s history is rewritten, even Modi Ji’s staunchest critics will acknowledge these 10 years in golden letters.

    He further said that in 2014, India entered a new era, receiving a stable government after three decades, leading to success in every part of the country. Shri Shah mentioned that this transformation has been interpreted in various ways, with a foreign newspaper even writing that while India attained independence on August 15, 1947, it was under Modi Ji’s leadership in 2014 that the country truly gained freedom from colonial influences.

    Shri Amit Shah said that our country gained freedom from a long period of colonial rule on 15 August 1947. He further highlighted that India is one of the world’s oldest civilizations, known for its openness—whether in embracing new ideas, welcoming foreign citizens, or accepting diverse languages.

    Union Home Minister and Minister of Cooperation Shri Amit Shah noted that India is the only country in the world that has embraced multiple civilizations, modified its own traditions, and continued its journey while preserving its essence. He emphasized that India is unique in its ability to sustain numerous languages, cultures, dialects, and religions, all coexisting with mutual respect while progressing together as a nation.

    Shri Amit Shah stated that under the leadership of Prime Minister Shri Narendra Modi, numerous reforms have taken place across various sectors, accelerating overall growth. He highlighted that the size and scale of every sector have expanded significantly. He emphasized that no one could have imagined that during the world’s biggest pandemic, COVID-19, India would manage the crisis most efficiently. Through the use of technology, the country successfully vaccinated its 1.3 billion population and seamlessly provided vaccination certificates. He also noted that India was among the first to develop a COVID-19 vaccine and supplied it to over 100 countries.

    Union Home Minister and Minister of Cooperation, Shri Amit Shah, stated that in the future, India’s history will be divided into three distinct parts. The first part will be “India before Independence and after Independence,” the second part will be “India before Emergency and after Emergency,” and the third part will be “India before Modi Ji and after Modi Ji.” He emphasized that when a leader guides his nation with hard work, diligence, a clean heart, and a visionary approach, history cannot ignore him.

    Shri Amit Shah highlighted that during the 25th and 50th anniversaries of India’s independence, programs were primarily held in schools, panchayats, and government buildings, with resolutions passed in legislative assemblies and Parliament. However, the 75th anniversary of independence was celebrated on a much larger scale, with over 8 lakh programs organized despite the challenges of the Covid-19 pandemic. He credited PM Modi for ensuring that the new generation learns about the freedom movement from 1857 to 1947 and that the unsung heroes of independence receive their due recognition. He added that PM Modi encouraged the nation to take pride in its achievements over the past 75 years and inspired citizens to commit to making India a fully developed nation by August 15, 2047.

    Shri Amit Shah asserted that PM Modi has set a clear target for India to become a fully developed nation by 2047. He remarked that what started as the Prime Minister’s resolution has now become the collective aspiration of 130 crore Indians. He expressed confidence that India’s youth will be the driving force behind making the country the number one global power by 2047. He added, Modi Ji recognizes that if every Indian takes a single step forward, the country will advance by 130 crore steps.

    Referring to the Covid-19 pandemic, Shri Amit Shah recalled how the entire country obeyed PM Modi’s call for a ‘Janta Curfew’ and stayed indoors. He compared this response to the public’s reaction to the appeal for fast made by former Prime Minister Lal Bahadur Shastri, indicating that it was one of the rare moments when citizens wholeheartedly followed a leader’s call. He addressed government critics by stating that lighting a lamp may not eradicate Covid-19, but it certainly raised awareness and vigilance among the people.

    Shri Amit Shah emphasized that to truly understand Modi Ji’s journey, one must look beyond his tenure from 2001 to 2025 and consider his 40 years of service before that. He described Modi Ji as someone who has always prioritized the welfare of others and never used public funds for personal benefit. Shri Shah praised PM Modi for implementing bold reforms and making tough decisions that the public has continuously supported, leading to his repeated electoral victories.

    Shri Amit Shah said that the last 10 years of PM Modi’s leadership serve as the foundation for India’s next 25 years, known as “Amrit Kaal.” He believes that the efforts made in the past decade, combined with those to come, will propel India to the top position globally. He stated that no one can counter the newfound self-confidence of the Indian people. Home Minister highlighted various welfare initiatives, including providing houses to 60 crore poor people, gas connections, toilets, drinking water, free medical treatment up to ₹5 lakh, and 5 kg of free food grains, among other benefits. He credited Modi Ji with launching a revolutionary transformation in both Gujarat and Delhi.

    Shri Amit Shah said, some leaders talk about separating Southern India; in their time, they fragmented the country multiple times. He questioned them, how long will they keep dividing?

    Shri Amit Shah underscored that PM Modi’s achievements have been recognized worldwide. He pointed out that Modi Ji is the only global leader today who has been honored with the highest civilian awards from 16 different countries. Shri Shah compared Modi Ji to Mahatma Gandhi, stating that after Gandhi ji, Modi Ji is the only leader to have prioritized cleanliness on a national scale, ensuring the construction of toilets for 13 crore households.

    Reflecting on the country’s progress over the past decade, Shri Amit Shah stated that 10 years ago, India’s governance was marked by policy paralysis, whereas today, it is defined by a “politics of performance.” He expressed confidence that by 2047, India will be fully developed, will dominate the global stage, and will retain its deep-rooted cultural and national identity.

    ***

    Raj Kumar/Vivek/Priyabhanshu/Pankaj

    (Release ID: 2097768) Visitor Counter : 48

    Read this release in: Hindi

    MIL OSI Asia Pacific News

  • MIL-OSI Global: Bird flu cases surging in UK but risk to humans remains low

    Source: The Conversation – UK – By Ed Hutchinson, Professor, MRC-University of Glasgow Centre for Virus Research, University of Glasgow

    Avian influenza control zones have been put in place in England, Scotland and Wales to control the virus’s spread among birds. AlanMorris/ Shutterstock

    A human case of bird flu has recently been detected in England. This news comes just days after restrictions were put in place to curb the virus’s spread among wild birds and poultry in England and Scotland.

    Although cases of bird flu are surging among birds in the UK, the risk of the virus spreading to humans still remains extremely low. A bit of context about influenza explains why health protection agencies think this is the case.

    There are many different influenza viruses out there. They’re all related, but each specialises in infecting different types of animals.

    Each winter, humans have to deal with three different types of seasonal influenza virus – H1N1, H3N2 and influenza B viruses. Meanwhile, birds, particularly shore birds and waterfowl, contend with a huge number of their own influenza viruses.

    Most of these avian influenza viruses only afflict birds with minor infections of the airway or gut. But a small set cause more serious illness. These are called highly pathogenic avian influenza viruses (HPAIVs).

    Among the HPAIVs, the H5N1 strains stand out. H5N1 bird flu, which is largely a disease of wild birds, has been notorious since the late 1990s for causing major die-offs of poultry worldwide – and for occasionally causing serious illness in humans. Viruses evolve rapidly, and in 2020 H5N1 evolved so it could spread more aggressively in wild birds.

    The resulting outbreak tore through bird populations globally, including devastating die-offs in seabird colonies when the virus arrived in the UK in 2021. As it spread, the virus also caused outbreaks in farmed birds.

    All outbreaks ebb and flow. After mid-2023, cases of H5N1 subsided in the UK. However, the virus never fully disappeared – and in autumn 2024, cases in wild birds started increasing again. It’s very hard to keep wild birds and farmed birds apart, and infections in poultry farms soon followed.

    In the UK, the threat of H5N1 to birds is tracked through ongoing surveillance. In response to these rising cases, avian influenza prevention zones have recently been declared for England, Scotland and now Wales. These restrictions aim to reduce the risk of farmed birds getting infected. Anyone keeping birds in England, Scotland and Wales will be required to take additional measures to prevent their birds being infected – including keeping birds under cover in regions facing the greatest risk.

    Wild birds spread the virus to domestic poultry.
    Andrew M. Allport/ Shutterstock

    These prevention zones are an important intervention. But given the current outbreak’s scale in wild birds, these measures will at best only reduce the ongoing risk to farmed birds, rather than eliminating it.

    What does this outbreak mean for humans?

    Despite the serious problems H5N1 is causing for birds, the risk to humans is still very low. Because each virus is closely adapted to a particular host species, it’s really hard for bird flu to infect a human.

    When infections do occur, this is normally only in people who have close contact with birds – and even then it’s an unusual event. The recent case of bird flu in a poultry worker in England is almost certainly an example of this sort of “spillover” infection.

    It’s good to hear the affected person is currently well and that antiviral drugs – which work against these viruses – have been offered to others who may have been exposed. The control measures announced over the weekend will help reduce the risk of other people who work with poultry getting infected.

    If you don’t have close contact with either wild or farmed birds, your chances of being infected are very low indeed. Still, if you come across any dead birds (particularly waterfowl), it’s important to avoid handling them. Try to prevent pets from scavenging bird carcasses and avoid feeding pets raw bird meat from non-commercial sources. Sightings of dead or sick birds can be reported to health protection agencies.

    Because influenza viruses are killed quickly by heat, there should be no risk to the public from eating properly-cooked eggs or poultry. The UK outbreak may also cause temporary difficulties in accessing free-range eggs and an increase in egg prices – things that have already been seen in the US, which is also experiencing a major H5N1 outbreak.

    Is bird flu a problem anywhere else?

    What’s happening in the UK is just one part of an ongoing global H5N1 outbreak.

    In some regions, strains of the virus have managed to spread beyond wild birds and infect mammals as well. In South America, H5N1 is causing devastating outbreaks in seals and sea lions. In the US, it has managed to adapt to dairy cattle and is being shed in their milk.

    There have also been reported human infections. In the US, numerous farm workers have caught H5N1 from cattle, so far with relatively mild symptoms. There have also been two cases of severe illness in the US and Canada in people who caught a slightly different strain of H5N1 from birds, one of which sadly led to the patient’s death.

    These cases underscore the potential risks of H5N1 infections. But because human infections are so rare, how likely each strain of H5N1 is to cause severe disease in humans is still unclear. We also need to be on the lookout for any signs that any H5N1 strain anywhere might gain the ability to spread between humans. This would be an exceptionally unusual event – but to minimise the risk of future influenza pandemics, it’s crucial situations like this are carefully monitored.

    Nothing has been reported which suggests human-to-human transmission has occurred anywhere during the current outbreak. In the UK we have good surveillance for detecting any signs of this if it did. If wider spread did occur, the reserves of vaccines and antiviral drugs that we have in the UK would give us opportunities to intervene.

    For now, bird flu remains a very real problem, but is primarily a problem for birds. By intervening now to protect farmed birds, we hope that we can keep it that way.

    Ed Hutchinson receives funding from the Wellcome Trust and UKRI, including through the Flu:TrailMap-One Health consortium which is working to respond to the H5N1 outbreak. He has unpaid positions on the board of the European Scientific Working group on Influenza and other respiratory viruses (ESWI) and as a scientific adviser to PinPoint Medical.

    ref. Bird flu cases surging in UK but risk to humans remains low – https://theconversation.com/bird-flu-cases-surging-in-uk-but-risk-to-humans-remains-low-248350

    MIL OSI – Global Reports

  • MIL-OSI Global: If we listen to how Gen Z really feel about democracy they might stop telling us they prefer authoritarianism

    Source: The Conversation – UK – By Melissa Butcher, Professor Emeritus, Social and Cultural Geography, Royal Holloway University of London

    New research from broadcaster Channel 4 reveals a troubling trend towards support for authoritarianism among young people in the UK. The report “Gen Z: Trends, Truth and Trust” found that 52% of the 2,000 13-27 year olds surveyed would agree that “the UK would be better with a strong leader in charge who does not have to bother with Parliament and elections”.

    This correlates with a 2023 study from pro-democracy organisation Open Society Foundations, which found 42% of young people in its global sample felt military rule was a good way of running a country. Other research has found a disillusionment with democracy among young people.

    These are trends to be worried about. But Gen Z are not somehow inherently anti-democratic. Understanding why these trends are happening is vital if young people are to participate in democracy.

    At Cumberland Lodge, an education charity that uses dialogue to address social division and conflict, I’m working with colleagues and young people on a nationwide youth and democracy network to re-think what politics in the UK could look like.

    Hearing Gen Z

    Our team has conducted 12 discussion groups with 101 young people around the country, looking at what stops them getting involved with democratic practices and institutions. Using this research as a starting point, we are now working with a core group of young people to develop their capacities to engage with, and re-imagine democracy.

    What we are learning is that young people’s disengagement is not necessarily a sign of apathy or anti-democratic tendencies. The young people we are working with want to engage with politics, but they feel a vast sense of distrust. They see politicians as prioritising their own and corporate interests over public good, and willing to break promises on issues that affect young people’s lives.

    Feeling unsupported by their political system makes young people feel vulnerable – especially in the face of a multitude of global crises. In their lifetime, the world has lurched from a global financial crisis to a worldwide pandemic and to war in Europe. They have to navigate housing shortages, a lack of mental health support, the climate emergency, artificial intelligence and changing identity and social roles.

    A perception of an “elite” system that is supposed to work for everyone, but excludes or even actively works against the sectors of society most affected by these crises, harms young people’s trust in democracy.

    Gen Z deal with an onslaught of information about a rapidly changing world.
    DimaBerlin/Shutterstock

    But a shift towards support for authoritarianism is by no means inevitable. The Open Society Foundations study found that 86% of young people surveyed still wanted to live in a democracy.

    In Channel 4’s research, too, 73% of Gen Z think democracy is a “very” or “fairly good” way of governing the UK. And young people want to learn about democracy and the democratic process.

    Our youth and democracy network shows young people are not apathetic. Many want to get involved. They want a better, fairer world. They see the shortcomings of the current system and imagine something better.

    Getting young people involved

    To enable this to happen, political and media literacy is crucial for providing young people with necessary knowledge and confidence. Investment in education on democracy is necessary, as many young people in our network wanted to engage but felt overwhelmed and uncertain about where to start. Liam in Sunderland said:

    Most people our age aren’t educated on [democracy and politics]. It’s restricted knowledge. We’re given the impression that we can’t do anything about it anyway, so just don’t worry.

    Young people want representatives who understand and engage with the day-to-day realities of their lives, rather than seeing Gen Z as a photo opportunity, as Chloe from Liverpool argued.

    They’ll come here and they’ll speak to us, but they’re not coming there to listen; they’re coming here so they can go back to wherever they came from and be like ‘oh I spoke to a young person’.

    Many of the young people in our youth network are calling for reform of the political system in order to facilitate these changes: a new voting system, or an exploration of forms of direct democracy.

    But importantly, what we have seen in this research over the last year, is that young people can shift how they view power. We think of democracy as more than just systems of governance, but it’s also how we organize, how we communicate with each other, how we mobilise around social issues, and how we build consensus.

    In this sense democracy is not solely something external and out of reach but something that can emerge when young people come together.

    By working to improve democratic education and to put a system in place that listens to and engages with young people, politicians can help Gen Z re-imagine a democracy that gives them a future. At that point, they might stop telling researchers that they prefer authoritarianism.

    Melissa Butcher is a member of the Green Party.

    ref. If we listen to how Gen Z really feel about democracy they might stop telling us they prefer authoritarianism – https://theconversation.com/if-we-listen-to-how-gen-z-really-feel-about-democracy-they-might-stop-telling-us-they-prefer-authoritarianism-248628

    MIL OSI – Global Reports

  • MIL-OSI USA: Senator Murray Statement on Release of New Data on Students’ Learning Post-Pandemic

    US Senate News:

    Source: United States Senator for Washington State Patty Murray
    Washington, D.C. – Today, U.S. Senator Patty Murray (D-WA), a senior member and former Chair of the Senate Health, Education, Labor and Pensions (HELP) Committee, issued the following statement on the release of the National Assessment of Educational Progress, which shows that in 2024, students’ learning nationwide continued a more than decade-long trend of a growing achievement gap between higher-performing and lower-performing students.
    “These scores make painfully clear how much work remains to be done to help our students thrive in the classroom and learn the skills they need to succeed. I have pushed for years to get our schools the resources and tools needed to help students get ahead—including delivering record investments for our students and schools without any Republican votes—and I will continue to work with anyone and everyone focused on improving outcomes for our kids and closing widening achievement gaps.
    “But as we get these bleak results, one thing’s clear as day: President Trump trying to freeze federal funding headed to our students and schools—creating mass chaos and confusion—does absolutely nothing to address the challenges our kids are facing in the classroom. Nor will shutting down the Department of Education, slashing education funding to afford tax cuts for billionaires, or focusing on privatization efforts that help a sliver of students instead of the vast majority of kids who attend public schools, as the president is doing. This year’s scorecard should redouble our commitment to investing in our schools and students and in evidence-based approaches that support their learning and development, and I will keep fighting to do just that.”
    Senator Murray has long fought to ensure students can get a quality education and to ensure our nation’s students and schools have both the tools and the resources they need to thrive. From the very beginning of her service in the Senate, including throughout the pandemic, she worked to deliver resources for schools, including to reopen safely for in-person learning and support students, families, and educators throughout the public health crisis. In March 2020, Senator Murray introduced the Supporting Students in Response to Coronavirus Act to support students as COVID-19 spread, and she proceeded to work across the aisle to deliver resources to schools to support students in the CARES Act in March 2020 and in December 2020 through the Coronavirus Response and Relief Supplemental Appropriations Act (CRRSAA). In March 2021, Senator Murray helped secure critical resources for K-12 schools in the American Rescue Plan, which was passed without any Republican votes. She also worked to require a portion of the resources are specifically used to address learning loss—and has pushed to ensure the resources are being used effectively to help students get back on track. In the years since, Senator Murray has fought to renew federal investments in our schools, ensure resources are used effectively and consistent with federal laws, and successfully defeated House Republicans’ efforts to gut federal educational funding as Chair of the Senate Appropriations Committee in the 118th Congress.

    MIL OSI USA News

  • MIL-OSI United Kingdom: Youth Justice Statistics: let’s build on this momentum

    Source: United Kingdom – Executive Government & Departments

    A blog by Keith Fraser, YJB Chair and Board Champion for Over-Represented Children.

    Keith Fraser

    Every year, we reach a pivotal moment in the youth justice calendar: the publication of our annual statistics.

    These figures are not just numbers on a page—they are essential tools that help us understand the landscape of youth justice in England and Wales. They inform our priorities,  support our advice to government ministers, and shape the support provided to children in the system.

    Looking at this year’s data, there are several positives worth celebrating, as well as persistent and emerging challenges we must continue to address.

    Fewer first time entrants and reduced knife offences

    One of the most encouraging trends is the continued fall in the number of children entering the youth justice system for the first time—a 3% drop to a record low. This is particularly welcome given the slight rise last year, which raised concerns that we might be witnessing a new upward trend.

    Early intervention remains key. All agencies hold a responsibility to prevent children from offending and the evidence says that the earlier we can support vulnerable children, the more likely they are to lead positive, constructive lives and contribute to our communities.

    The number of stop and searches has also fallen by 4%, though it remains a concern that over three-quarters result in No Further Action. This does little to build trust in policing and broader public services for children and young people, particularly among Black and other minority communities. We must ensure police and youth justice responses are both proportionate and appropriate.

    While we are pleased that many forces are adopting child-centred policing or a Child First approach to ensure better outcomes for children, victims and the wider community, there is clearly still work to be done.

    We are in conversation with our partners, such as the National Police Chiefs’ Council, to advocate for evidence-based practice, share advice   and to ensure scrutiny is in place to ensure that children from ethnic minorities are not disproportionately represented. We will also offer advice to Ministers on what our oversight tells us is needed to create the necessary improvements.

    It is reassuring to see a 6% drop in proven knife or offensive weapon offences committed by children, marking the sixth consecutive year of decline. While knife crime is often associated with children in the media, it is important to note that adults commit most of these offences.

    Addressing the root causes—such as poverty, trauma, exploitation, and fear—remains critical. The majority of children who carry knives often do so out of a legitimate sense of fear or victimisation. We must address and reduce  these societal pressures and help children develop better ways to manage risk and think through consequences.

    Another record low in the data was the average number of children in custody falling 3% against the previous year (to 430). While this is welcome, we advocate for a complete rethink of the approach to custody that is more in line with the new secure school. The secure school, which opened last year, places education and healthcare at the heart of its approach to support children and steer them away from reoffending.

    Emerging challenges

    Despite, or because of the reduced number of children in custody, we are concerned by the growing number of young adults aged 18 that remain there. These establishments are meant for children and yet the number of 18-year-olds has more than doubled from around 60 in the previous year to 150 in the latest year. This was due to pressures on capacity in the adult estate, and heightens the need for reform in the adult criminal justice system. 

    Another area that presents a significant challenge is the time it takes to process cases in the court system. On average, it now takes 225 days from offence to completion. This is four days longer than during the pandemic, when there were court closures, for cases to be resolved.

    Delays place a huge strain on children, their families, and victims alike. Prolonged uncertainty affects children psychologically and practically, leaving them unable to plan or move forward and potentially delaying them from accessing the right support at the right time.

    We are advocating for both short-term and long-term solutions. In the short term, youth courts should be given greater powers, as they are better suited to meet the needs of children than Crown Courts. Technological advancements, like the Common Platform, could also improve case progression. In the long term, we need systemic reform of courts t o streamline processes and reduce delays.

    Persistent issues

    Alarmingly, nearly three-quarters of children on custodial remand do not go on to receive custodial sentences.

    This means that hundreds of children and their families experience the negative effects of custody and then go on to receive a community sentence, or no sentence at all. Having children in custody that do not need to be there not only creates additional trauma and exposure to criminality for the children, but also leads to unnecessary risk and costs for the general public. The evidence is clear that contact with the criminal justice system, and custody, heightens the likelihood of reoffending.

    The proven reoffending rate for children has increased as has the number of children and the number of children who reoffended. This along with the reductions in first time entrants suggests that the children in the system now require a higher level of support to break free from an offending cycle. We will be looking at this very closely in the coming weeks.

    I have to say that I am greatly encouraged by the reduced over-representation of Black children across a range of areas. Compared to other ethnicities, Black children saw the biggest decrease in stop and search and first time entrants.

    While still massively over-represented compared to the general population, Black children in custody are at their lowest proportion since 2017. There is also a significant decrease (21%) in the numbers of Black children on remand, with Black children being the only ethnicity this year to see a reoffending rate decrease. We must be clear: any level of over-representation is unacceptable, but something is clearly working towards achieving change , and we remain determined to continue collaborating with our partners to address the contributors to racial disparity.

    I am particularly concerned by the fact that the proportion of children with Mixed ethnicity in custody has doubled over the past decade. We must understand why this is happening and, more importantly, work together to prevent it.

    Community-based solutions are essential. The London Accommodation Pathfinder is a promising example, providing targeted support to boys of Black or Mixed heritage who might otherwise be remanded to custody. By offering appropriate community settings, we can achieve better outcomes and reduce unnecessary detention.

    Let’s build on this momentum

    I want to express my heartfelt gratitude to everyone in the youth justice sector for their dedication and hard work. These statistics show that positive change is possible when we collaborate and adopt evidence-based approaches.

    But there is still much to do. Let’s continue to push for a youth justice system that recognises the potential in every child and supports them on their journey toward a brighter future.

    By working together, we can build on this momentum to ensure better outcomes for all children, and victims with less crime, and safer communities.

    Updates to this page

    Published 30 January 2025

    MIL OSI United Kingdom

  • MIL-OSI USA: Connecticut Public Schools Staffing Trends: Examining Levels of Administrators, General Education Teachers, and Special Education Teachers

    Source: US State of Connecticut

    Editor’s Note: Julia Oas prepared the following research brief (unabridged version) with the Center for Education Policy Analysis, Research, and Evaluation (CEPARE). The full brief examines public school staffing trends in Connecticut schools for administrators, general education teachers, and special education teachers between 2010-11 and 2022-23. Below is an executive summary.

    Connecticut public school districts devote considerable effort to staffing their schools. This requires meeting the needs of changing student populations, adjusting to district- and school-level requirements, and adapting to widespread socially and economically impactful events such as the COVID-19 pandemic. Districts must weigh complex factors in staffing decisions, considering skills and qualifications of each administrator, teacher, and staff member. At a more basic level, the number of personnel filling staff positions can greatly impact school districts’ quality and capabilities.

    The number of personnel filling staff positions can greatly impact school districts’ quality and capabilities. &#8212 Julia Oas

    This brief identifies Connecticut statewide trends between 2010-11 and 2022-23 in three educator categories: administrators, general education teachers, and special education teachers. The analysis demonstrates how many educators in each staffing category are being lost or added to overall state levels in the past 13 school years. This brief does not examine the specific certification categories of educators and their associated trends; for this information see a recent PDF report published on the state of Connecticut’s website.

    Findings indicate administrator levels have risen in Connecticut public school districts, with the number of central district administrators increasing more than school administrators in the 13 years examined. General education teacher levels have dropped, though in recent years some districts seem to have devoted efforts to hiring more general education teachers. Districts in the state have increased the number of special education teachers employed, while in recent years, Connecticut Alliance school districts (33 of Connecticut’s lowest-performing school districts with at least 1,000 students) demonstrate relatively higher increases in special education teachers employed than other districts in the state. Overall, Alliance districts seem to experience notable staffing differences from all other public school districts in the state, which may significantly affect the needs of their schools and students, though these staffing decisions and funding allocations should be examined alongside these overall staffing trends.

    While further analysis is needed to fully understand why staffing levels have shifted in Connecticut school districts, and how these changes affect school districts and their students, low student enrollment offers one explanation. Student enrollment has been decreasing throughout the state over the 13 years examined, with only slight increases in students enrolled following a major loss of students after the onset of the COVID-19. Shifting student enrollment trends raise questions about the relative needs of Connecticut school districts, and in particular, the implications of teacher and administrator staffing levels within the state’s current context. Reasons behind Connecticut school districts’ average growth, decline, or stagnant staffing levels remain to be fully uncovered.

    CEPARE produces high-quality research, evaluation, and policy analysis that informs leaders and policymakers on a range of pressing issues, with a particular focus on enhancing social justice and equity across p-20 educational settings in Connecticut and beyond. Learn more about CEPARE, or access the PDF version of this rapid research brief (including all references and appendices), at cepare.uconn.edu. 

    Julia Oas

    is a doctoral student in the Research Methods, Measurement and Evaluation program at UConn’s Neag School of Education. She works to bridge gaps between research, school practice, and education policy, emphasizing the reformative change required to achieve equitable and empowering school experiences for all children. Her research interests include research methods attuned to the needs of under-resourced school settings and causal inference within the field of education. In particular, she is motivated to study education policies and practices that improve the capacity of teachers to employ anti-racist, inclusive, and emotionally supportive pedagogies. Prior to her time at UConn, Oas taught for over five years in K-8 public schools as a classroom teacher and a math interventionist. She holds a BA in elementary education and sociology from the College of William and Mary, and an MS Ed. in education policy from the University of Pennsylvania.  

    MIL OSI USA News

  • MIL-OSI NGOs: Turning the tide of hepatitis C treatment in Machar Colony, Pakistan

    Source: Médecins Sans Frontières –

    In southern Pakistan’s Sindh province, on the edge of Karachi’s bustling fish harbour, sits Machar Colony. It is an informal settlement where life is harsh, often unkind, and plagued by overcrowding, poor sanitation, and limited access to basic services. The community’s struggles with health and well-being have long been exacerbated by these conditions, leaving residents vulnerable to a range of medical issues. 

    Médecins Sans Frontières (MSF) had been providing essential healthcare services in Machar Colony since 2012, offering emergency services, maternal health, and general health consultations. However, as the years progressed, MSF’s team noticed troubling patterns at our health clinic.  

    “Many residents started coming in with symptoms such as body aches, fatigue, decreased appetite, fever, or sometimes infection signs that hinted at a serious health issue,” says Dr Khawar Aslam, the project’s medical lead, who has been working with the team since 2014.

    “As we investigated further, we found that a significant number of these cases were related to hepatitis C, a viral infection that affects the liver and can lead to severe health complications.” 

    “Notably, during that time, Pakistan had the second-highest hepatitis C disease burden globally, and had already initiated its national hepatitis control programme in 2005,” says Dr Aslam. 

    A skilled lab technician carefully sets up a cartridge for accurate hepatitis C testing with the GeneXpert® at the MSF clinic in Machar Colony, Karachi, Pakistan, April 2024.
    Asim Hafeez

    Hepatitis C transmission in Pakistan is largely driven by inadequate sterilization of medical equipment and the improper reuse of needles and syringes. Contaminated blood transfusions also pose a significant risk. Common practices like barbering, tattooing, and piercing are contributing to the spread of the virus, as equipment is often not properly sterilized. In addition to these factors, the growing issue of intravenous drug use is also fuelling the transmission of hepatitis C in Pakistan.  

    According to the World Health Organization (WHO), as of April 2024, Pakistan has the highest number of viral hepatitis C infections in the world, with around 8.8 million cases. The country accounts for 44 per cent of all new hepatitis C infections attributed to unsafe medical injections. People are usually screened for hepatitis C only when they start showing signs of liver disease, which is often too late. If left untreated for too long, hepatitis C can progress to severe liver disease and even liver cancer. 

    “Even those who recognised their condition, either elsewhere or at our clinic, often faced obstacles to treatment, including high costs and the challenge of travelling to distant hospitals.” 

    “Residents have limited income sources, primarily relying on fishing, daily wage work, or small-scale businesses, which barely cover their daily needs,” Dr Aslam continues.

    “Additionally, upon referrals to other hospitals, identity cards were required for hepatitis C care; however, most of the community in Machar Colony was undocumented, so they were refused treatment.”

    Recognising the urgent need for action, in 2015 MSF started a comprehensive programme to provide free testing and treatment directly to residents. The hepatitis C services were integrated into the existing healthcare facility, allowing our teams to reach people who would otherwise remain unaware of their condition. In 2018, we closed our basic healthcare services and shifted our focus solely to the treatment of hepatitis C patients. 

    During a mobile clinic in Machar Colony, Karachi, MSF nurse Aman Ullah explains more about the symptoms of hepatitis C, how it affects people, and what measures can be taken to prevent it, Pakistan, November 2023.
    Gul Nayab/MSF

    “My wife was diagnosed with hepatitis C about a year ago and received successful treatment at the MSF clinic in Machar Colony,” says Javeed Ali, one of the programme’s patients.

    “When I subsequently developed symptoms such as leg and back pain, as well as weakness, I sought medical attention and was referred to the MSF clinic.” 

    “Inspired by my wife’s positive experience, I underwent testing and was diagnosed with hepatitis C,” says Ali. “I then completed a three-month treatment course, and fortunately, my follow-up test results were negative. My wife and I are both now in good health.” 

    To effectively address the crisis, MSF implemented a proactive strategy focused on community engagement. In a basic healthcare setup, free-of-charge hepatitis C services including screening, diagnosis, treatment, health education, and patient support were provided under one roof.  

    Between 2022 and 2024, MSF teams conducted widespread testing, going door-to-door and using mobile vans to offer in-home testing for residents aged 12 and older. This approach, called ‘bending the curve’, ensured that no one was overlooked and that those who tested positive were quickly referred for treatment, helping to bend the curve of hepatitis C prevalence in the community. 

    “By offering free services in one location, we made it easier for people to access care,” says Dr Aslam. 

    MSF also collaborated with the Ministry of Health to bring hepatitis C care closer to the community. In August 2022, we established a treatment facility at the Baldia town rural health centre, in Kemari district, Karachi. In this initiative, patients referred from Baldia hospitals’ outpatient departments, and those identified by community health workers, were screened for hepatitis C. The community health workers were trained to educate the community about hepatitis C risk factors and prevention.  

    Patients diagnosed with chronic hepatitis C received treatment for 12 or 24 weeks, depending on the severity of their liver disease. Additionally, all patients were offered hepatitis B vaccination to prevent future infections. This centre, handed over to the Ministry of Health in August 2023, serves as a crucial hub for hepatitis C treatment in the region. It is equipped with modern diagnostic tools and is now recognised as a key site for hepatitis care in Sindh province. 

    MSF team members during an outreach activity to find and support hepatitis C patients in a neighborhood of Machar Colony, Karachi, Pakistan, April 2024.
    Asim Hafeez

    In addition to reducing hepatitis C, MSF also played a vital role in Machar Colony during the COVID-19 pandemic. We supported vaccination efforts in Machar Colony and surrounding areas, ensuring residents received vital information about COVID-19 symptoms, prevention, and vaccination. MSF teams also distributed reusable masks and soap to help the community stay safe during the pandemic.

    As our hepatitis C programme concludes, the results are clear: thousands of lives have been transformed, and the rate of new infections has significantly declined. While hepatitis C remains a challenge in Machar Colony, the alarming spread has been curtailed, thanks to widespread awareness and early detection. 

    MSF has achieved the target of mobilising nearly 100 per cent of the community for hepatitis C awareness, and screening more than 72 per cent of residents.  Between 2015 and 2024, MSF screened over 129,922 individuals in our clinic and in the community, undertook 64,984 consultations for hepatitis C at the MSF clinic, performed 25,553 diagnostic polymerase chain reaction (PCR) tests, and provided treatment to over 9,398 patients. Among them, 6,909 completed their treatment. Of the remaining people, 2,061 were lost to follow-up without completing treatment, 176 with completed treatment were lost to follow-up, 14 people died during this period, while for the remaining 50 people, either treatment was not completed or follow-up stopped. Of the 6,909 completed treatments, 6,755 were cured of hepatitis C, which is 93.3 per cent, while the remaining 459 failed treatment. The success of MSF’s treatment initiatives will serve as a model for similar programmes in other underserved communities across Pakistan. 

    Médecins Sans Frontières (MSF) first began working in Pakistan in 1986 and currently provides a range of health services across all four provinces of the country, including maternal and child healthcare, primary healthcare, treatment for cutaneous leishmaniasis (CL), drug-resistant tuberculosis (DR-TB), and ongoing emergency responses. 

    MIL OSI NGO

  • MIL-OSI Global: Gen Z seeks safety above all else as the generation grows up amid constant crisis and existential threat

    Source: The Conversation – USA – By Yalda T. Uhls, Founder and Executive Director of the Center for Scholars & Storytellers and Assistant Adjunct Professor in Psychology, University of California, Los Angeles

    Asked to rate the importance of 14 personal goals, Gen Z reported ‘to be safe’ as the top goal. Darya Komarova/Getty Images

    After many years of partisan politics, increasingly divisive language, finger-pointing and inflammatory speech have contributed to an environment of fear and uncertainty, affecting not just political dynamics but also the priorities and perceptions of young people.

    As a developmental psychologist who studies the intersection of media and adolescent mental health, and as a mother of two Gen Z kids, I have seen firsthand how external societal factors can profoundly shape young people’s emotional well-being.

    This was brought into sharp relief through the results of a recent survey my colleagues and I conducted with 1,644 young people across the U.S., ages 10 to 24. The study was not designed as a political poll but rather as a window into what truly matters to adolescents. We asked participants to rate the importance of 14 personal goals. These included classic teenage desires such as “being popular,” “having fun” and “being kind.”

    None of these ranked as the top priority. Instead, the No. 1 answer was “to be safe.”

    It lurks everywhere: Gen Z’s perception of danger is further shaped by events like the recent fires devastating Los Angeles.
    Agustin Paullier/AFP via Getty Images

    What was once taken for granted

    The findings are both illuminating and heartbreaking. As a teenager, I did countless unsafe things. My peers and I didn’t dwell on harm; we chased fun and freedom.

    Whereas previous generations may have taken safety for granted, today’s youth are growing up in an era of compounded crises — school shootings, a worsening climate crisis, financial uncertainty and the lingering trauma of a global pandemic. Even though our research did not pinpoint the specific causes of adolescent fears, the constant exposure to crises, amplified by social media, likely plays a significant role in fostering a pervasive sense of worry.

    Despite data showing that many aspects of life are safer now than in previous generations, young people just don’t feel it. Their perception of danger is further shaped by events like the recent fires that devastated Los Angeles, reinforcing a belief that danger, possibly caused by global crises like climate change, lurks everywhere.

    This shift in perspective has profound implications for the future of this generation and those to come.

    Especially vulnerable time

    Adolescence, like early childhood, is a pivotal period for brain development. Young people are particularly sensitive to their surroundings as their brains evaluate the environment to prepare them for independence.

    This developmental stage – when the capacity to regulate emotions and critically assess information is still maturing – makes them especially vulnerable to enduring impacts.

    Studies show that adolescents are more likely to overestimate risks and struggle to put threats in context. This makes them particularly vulnerable to fear-driven messaging prevalent in both traditional and social media, which is further amplified by political rhetoric and blame-shifting. This vulnerability has implications for their mental health, as prolonged exposure to fear and uncertainty has been linked to increased rates of anxiety, depression and even physical health issues.

    So when the media that Gen Z consumes are dominated by fear – be it through headlines, social media posts, political rhetoric or even storylines in movies and TV – it could shape their worldview in ways that may reverberate for generations to come.

    Enduring generational impact

    Historical events have long been shown to shape the worldview of entire generations.

    For instance, the Great Depression primarily impacted the daily lives of the Silent Generation, those born between 1928 and 1945. Moreover, its long-term effects on financial attitudes and security concerns echoed into the Baby Boomer generation, influencing how those born between 1946 and 1964 approached money, stability and risk throughout their lives.

    Similarly, today’s adolescents, growing up amid a series of compounded global crises, will likely carry the imprint of this period of heightened fear and uncertainty well into adulthood. This formative experience could shape their mental health, decision-making and even their collective identity and values for decades to come.

    In addition, feelings of insecurity and instability can make people more responsive to fear-based messaging, which could potentially influence their political and social choices. In an era marked by the rise of authoritarian governments, this susceptibility could have far-reaching implications because fear often drives individuals to prioritize immediate safety over moral or ideological ideals.

    As such, these dynamics may profoundly shape how this generation engages with the world, the causes they champion and the leaders they choose to follow.

    Room for optimism?

    Interestingly, “being kind” was rated No. 2 in our survey, irrespective of other demographics. While safety dominates their priorities, adolescents still value qualities that foster connection and community.

    This finding indicates a duality in their aspirations: While they feel a pervasive sense of danger, they also recognize the importance of interpersonal relationships and emotional well-being.

    Our findings are a call to look at the broader societal context shaping adolescent development. For instance, the rise in school-based safety drills, while intended to provide a sense of preparedness, may unintentionally reinforce feelings of insecurity. Similarly, the apocalyptic narrative around climate change may create a sense of powerlessness that could further compound their fears and leave them wanting to bury their heads in the sand.

    Understanding how these perceptions are formed and their implications for mental health, decision-making and behavior is essential for parents, storytellers, policymakers and researchers.

    I believe we must also consider how societal systems contribute to the pervasive sense of uncertainty and fear among youth. Further research can help untangle the complex relationship between external stressors, media consumption and youth well-being, shedding light on how to best support adolescents during this formative stage of life.

    Yalda T. Uhls does not work for, consult, own shares in or receive funding from any company or organization that would benefit from this article, and has disclosed no relevant affiliations beyond their academic appointment.

    ref. Gen Z seeks safety above all else as the generation grows up amid constant crisis and existential threat – https://theconversation.com/gen-z-seeks-safety-above-all-else-as-the-generation-grows-up-amid-constant-crisis-and-existential-threat-245455

    MIL OSI – Global Reports

  • MIL-OSI United Kingdom: UKHSA launches new metagenomic surveillance for health security

    Source: United Kingdom – Executive Government & Departments

    The UK launches mSCAPE, a world-first metagenomics initiative by UKHSA to enhance health security through rapid pathogen detection and surveillance.

    The UK has taken a leap forward in its efforts to use pathogen genomics to improve health security. Today the UK Health Security Agency (UKHSA) launches a world-first metagenomics initiative to aid in the rapid detection of infectious diseases that could threaten the UK. The metagenomics Surveillance Collaboration and Analysis Programme (mSCAPE), which has been in development over the last year, is piloting the use of metagenomic data for public health surveillance and pathogen analysis.    

    The programme is a collaborative initiative, led by UKHSA and involving a consortium of NHS and academic partners including the University of Birmingham, University of Edinburgh, and the NHS Clinical Respiratory Metagenomics Network led by Guy’s and St Thomas’ NHS Foundation Trust.    

    UKHSA will take anonymous pathogen data from multiple labs that are using metagenomics for diagnosis, including those in the NHS, and analyse it at a national level to monitor trends, epidemiology and pathogen emergence at speed. This will allow for assessment of the ability to significantly improve identification of new outbreaks as well as enabling the source of an outbreak to be better understood, predictions to be made about the effectiveness of potential treatments, and any concerning mutations can be identified.  

    Effective use of metagenomic data will add a new, crucial insight to current health protection surveillance systems in the UK. mSCAPE aims to develop the capability to use this data as part of UKHSA’s ongoing surveillance of new and emerging infections, pathogens of pandemic potential, and to monitor the evolution of pathogens that cause disease.    

    Metagenomic methodology allows for untargeted sequencing of patient samples for the presence of pathogenic viruses and bacteria, which is a significant step forward in detection and diagnosis abilities. Traditional genomic methodologies have required scientists to target sample sequencing towards pathogens that are already known to the scientific and medical community. Pathogen-agnostic metagenomic methods do not require scientists to know for sure what pathogens are present in a sample before the sequencing is conducted.  

    This is a major advantage in the detection of known but unexpected pathogens for which specific tests are not readily available and for pathogens not normally found in humans. It is also beneficial in the event of the emergence of a previously unknown novel pathogen.  Metagenomic sequencing is becoming established as a clinical diagnostic test, and its use is currently being expanded in the NHS.  

    Professor Susan Hopkins, UKHSA Chief Medical Advisor, said:  

    Genomics has been a crucial aspect of the response to the COVID-19 pandemic from the very start, and the UK’s enormous technical expertise in this area has allowed us to play a leading role in the identification and analysis of COVID-19 variants as they emerge.   

    The new mSCAPE programme will allow us to use the UK’s leading genomics capability to conduct community surveillance using pathogen-agnostic sequencing data for the first time anywhere in the world, and our new initiative to share our pathogen genomic data demonstrates our commitment to our data being used to improve health globally.  

    This is a hugely exciting development which will increase our ability to respond at speed to new and emerging pathogens and will help to ensure that we are as prepared as possible to act quickly and effectively to protect the public from future threats. 

    Professor Dame Sue Hill, Chief Scientific Officer for NHS England and Senior Responsible Officer for NHS Genomics, said:

    Genomics is revolutionising the way we predict, prevent, diagnose and treat illness – whether it’s diagnosing rare conditions in children more quickly, helping personalise cancer treatments to make them more effective, or identifying people at greater risk from kidney disease.

    The mSCAPE programme is another great example of how the UK is leading the world in this field, and we are pleased to be able to support it through our Networks of Excellence in Severe Respiratory Infections.

    Updates to this page

    Published 30 January 2025

    MIL OSI United Kingdom

  • MIL-OSI: Parker Reports Fiscal 2025 Second Quarter Results

    Source: GlobeNewswire (MIL-OSI)

    CLEVELAND, Jan. 30, 2025 (GLOBE NEWSWIRE) — Parker Hannifin Corporation (NYSE: PH), the global leader in motion and control technologies, today reported results for the quarter ended December 31, 2024, that included the following highlights (compared with the prior year quarter):

    Fiscal 2025 Second Quarter Highlights:

    • Sales were $4.7 billion; organic sales growth was 1%
    • Net income was $949 million, an increase of 39%, or $853 million adjusted, an increase of 6%
    • EPS were $7.25, an increase of 39%, or $6.53 adjusted, an increase of 6%
    • Segment operating margin was 22.1%, an increase of 100 bps, or 25.6% adjusted, an increase of 110 bps
    • YTD cash flow from operations increased 24% to $1.7 billion, or 17.4% of sales

    “Our performance this quarter reflects our focus on operational excellence and the strength of our balanced portfolio,” said Jenny Parmentier, Chairman and Chief Executive Officer. “We delivered record segment operating margin across all businesses, record earnings per share and year-to-date cash flow from operations. Strong cash flow from operations coupled with proceeds from previously announced divestitures allowed us to substantially reduce debt by $1.1 billion this quarter. We are encouraged to see industrial orders turn positive mainly in our longer-cycle businesses. Looking ahead, we have updated our outlook for fiscal year 2025 to reflect stronger Aerospace growth, currency headwinds and a continued delay in the expected industrial recovery. Our strong cash generation creates capital deployment optionality, and we remain committed to our strategy of actively deploying capital to drive shareholder value.”

    This news release contains non-GAAP financial measures. Reconciliations of adjusted numbers and certain non-GAAP financial measures are included in the financial tables of this press release.

    Outlook

    Guidance for the fiscal year ending June 30, 2025 has been updated. The company expects:

    • Sales growth in fiscal 2025 of (2%) to 1%, with organic sales growth of approximately 2%; divestitures of (1.5%) and unfavorable currency of (1.0%)
    • Total segment operating margin of approximately 22.7%, or approximately 25.8% on an adjusted basis
    • EPS of $24.46 to $25.06, or $26.40 to $27.00 on an adjusted basis

    Segment Results

    Diversified Industrial Segment

    North America Businesses              
    $ in mm FY25 Q2   FY24 Q2   Change   Organic Growth
    Sales $ 1,928     $ 2,110       -8.6 %     -5.0 %
    Segment Operating Income $ 427     $ 462       -7.6 %    
    Segment Operating Margin   22.1 %     21.9 %   20 bps    
    Adjusted Segment Operating Income $ 473     $ 510       -7.2 %    
    Adjusted Segment Operating Margin   24.6 %     24.2 %   40 bps    
    • Achieved record adjusted segment operating margin
    • Continued softness in transportation and off-highway markets
    • Delayed industrial recovery
    International Businesses      
    $ in mm FY25 Q2   FY24 Q2   Change   Organic Growth
    Sales $ 1,325     $ 1,404       -5.7 %     -3.0 %
    Segment Operating Income $ 284     $ 290       -2.2 %        
    Segment Operating Margin   21.4 %     20.7 %   70 bps        
    Adjusted Segment Operating Income $ 320     $ 323       -1.2 %        
    Adjusted Segment Operating Margin   24.1 %     23.0 %   110 bps        
    • Achieved record adjusted segment operating margin
    • Broad-based softness continued in Europe
    • Gradual recovery continued in Asia

    Aerospace Systems Segment

    $ in mm FY25 Q2   FY24 Q2   Change   Organic Growth
    Sales $ 1,490     $ 1,306       14.0 %     14.0 %
    Segment Operating Income $ 338     $ 263       28.5 %    
    Segment Operating Margin   22.7 %     20.1 %   260 bps    
    Adjusted Segment Operating Income $ 420     $ 347       21.2 %    
    Adjusted Segment Operating Margin   28.2 %     26.5 %   170 bps    
    • Achieved record sales and adjusted segment operating margin
    • Achieved 14% organic sales growth
    • 20%+ aftermarket and mid-single digit OEM sales growth

    Order Rates

      FY25 Q2
    Parker +5 %
    Diversified Industrial Segment – North America Businesses +3 %
    Diversified Industrial Segment – International Businesses +4 %
    Aerospace Systems Segment +9 %
    • Company order rates increased across all reported businesses
    • North America orders turned positive on long-cycle strength
    • International order growth continued, led by Asia
    • Aerospace orders accelerated against a tough prior year comparison

    About Parker Hannifin
    Parker Hannifin is a Fortune 250 global leader in motion and control technologies. For more than a century the company has been enabling engineering breakthroughs that lead to a better tomorrow. Learn more at www.parker.com or @parkerhannifin.

    Contacts:  
    Media: Financial Analysts:
    Aidan Gormley Jeff Miller
    216-896-3258 216-896-2708
    aidan.gormley@parker.com jeffrey.miller@parker.com
       

    Notice of Webcast
    Parker Hannifin’s conference call and slide presentation to discuss its fiscal 2025 second quarter results are available to all interested parties via live webcast today at 11:00 a.m. ET, at investors.parker.com. A replay of the webcast will be available on the site approximately one hour after the completion of the call and will remain available for one year. To register for e-mail notification of future events please visit investors.parker.com.

    Note on Orders The company reported orders for the quarter ending December 31, 2024, compared with the same quarter a year ago. All comparisons are at constant currency exchange rates, with the prior year quarter restated to the current-year rates, and exclude divestitures. Diversified Industrial comparisons are on 3-month average computations and Aerospace Systems comparisons are on rolling 12-month average computations.

    Note on Non-GAAP Financial Measures
    This press release contains references to non-GAAP financial information including (a) adjusted net income; (b) adjusted earnings per share; (c) adjusted operating margin and segment operating margins; (d) adjusted operating income and segment operating income and (e) organic sales growth. The adjusted net income, adjusted earnings per share, adjusted operating margin, adjusted segment operating margin, adjusted operating income, adjusted segment operating income and organic sales measures are presented to allow investors and the company to meaningfully evaluate changes in net income, earnings per share and segment operating margins on a comparable basis from period to period. Although adjusted net income, adjusted earnings per share, adjusted operating margin and segment operating margins, adjusted operating income and segment operating income, and organic sales growth are not measures of performance calculated in accordance with GAAP, we believe that they are useful to an investor in evaluating the results of this quarter versus the prior period. Comparable descriptions of record adjusted results in this release refer only to the period from the first quarter of FY2011 to the periods presented in this release. This period coincides with recast historical financial results provided in association with our FY2014 change in segment reporting. A reconciliation of non-GAAP measures is included in the financial tables of this press release.

    Forward-Looking Statements
    Forward-looking statements contained in this and other written and oral reports are made based on known events and circumstances at the time of release, and as such, are subject in the future to unforeseen uncertainties and risks. Often but not always, these statements may be identified from the use of forward-looking terminology such as “anticipates,” “believes,” “may,” “should,” “could,” “expects,” “targets,” “is likely,” “will,” or the negative of these terms and similar expressions, and may also include statements regarding future performance, orders, earnings projections, events or developments. Parker cautions readers not to place undue reliance on these statements. It is possible that the future performance may differ materially from expectations, including those based on past performance.

    Among other factors that may affect future performance are: changes in business relationships with and orders by or from major customers, suppliers or distributors, including delays or cancellations in shipments; disputes regarding contract terms, changes in contract costs and revenue estimates for new development programs; changes in product mix; ability to identify acceptable strategic acquisition targets; uncertainties surrounding timing, successful completion or integration of acquisitions and similar transactions; ability to successfully divest businesses planned for divestiture and realize the anticipated benefits of such divestitures; the determination and ability to successfully undertake business realignment activities and the expected costs, including cost savings, thereof; ability to implement successfully business and operating initiatives, including the timing, price and execution of share repurchases and other capital initiatives; availability, cost increases of or other limitations on our access to raw materials, component products and/or commodities if associated costs cannot be recovered in product pricing; ability to manage costs related to insurance and employee retirement and health care benefits; legal and regulatory developments and other government actions, including related to environmental protection, and associated compliance costs; supply chain and labor disruptions, including as a result of tariffs and labor shortages; threats associated with international conflicts and cybersecurity risks and risks associated with protecting our intellectual property; uncertainties surrounding the ultimate resolution of outstanding legal proceedings, including the outcome of any appeals; effects on market conditions, including sales and pricing, resulting from global reactions to U.S. trade policies; manufacturing activity, air travel trends, currency exchange rates, difficulties entering new markets and economic conditions such as inflation, deflation, interest rates and credit availability; inability to obtain, or meet conditions imposed for, required governmental and regulatory approvals; changes in the tax laws in the United States and foreign jurisdictions and judicial or regulatory interpretations thereof; and large scale disasters, such as floods, earthquakes, hurricanes, industrial accidents and pandemics. Readers should also consider forward-looking statements in light of risk factors discussed in Parker’s Annual Report on Form 10-K for the fiscal year ended June 30, 2024 and other periodic filings made with the SEC.

    CONSOLIDATED STATEMENT OF INCOME
      Three Months Ended   Six Months Ended
    (Unaudited) December 31,   December 31,
    (Dollars in thousands, except per share amounts)   2024       2023       2024       2023  
    Net sales $ 4,742,593     $ 4,820,947     $ 9,646,577     $ 9,668,435  
    Cost of sales   3,022,229       3,101,962       6,119,948       6,199,311  
    Selling, general and administrative expenses   782,421       806,802       1,631,210       1,680,493  
    Interest expense   100,802       129,029       213,893       263,497  
    Other income, net   (328,716 )     (85,011 )     (359,517 )     (163,466 )
    Income before income taxes   1,165,857       868,165       2,041,043       1,688,600  
    Income taxes   217,208       186,108       393,866       355,471  
    Net income   948,649       682,057       1,647,177       1,333,129  
    Less: Noncontrolling interests   107       206       215       451  
    Net income attributable to common shareholders $ 948,542     $ 681,851     $ 1,646,962     $ 1,332,678  
                   
    Earnings per share attributable to common shareholders:              
    Basic earnings per share $ 7.37     $ 5.31     $ 12.80     $ 10.38  
    Diluted earnings per share $ 7.25     $ 5.23     $ 12.60     $ 10.23  
                   
    Average shares outstanding during period – Basic   128,752,836       128,426,247       128,707,962       128,449,398  
    Average shares outstanding during period – Diluted   130,758,808       130,367,351       130,716,482       130,314,326  
                   
                   
    CASH DIVIDENDS PER COMMON SHARE              
      Three Months Ended   Six Months Ended
    (Unaudited) December 31,   December 31,
    (Amounts in dollars)   2024       2023       2024       2023  
    Cash dividends per common share $ 1.63     $ 1.48     $ 3.26     $ 2.96  
                   
    RECONCILIATION OF ORGANIC GROWTH
    (Unaudited) Three Months Ended
      As Reported           Adjusted
      December 31, 2024   Currency   Divestitures   December 31, 2024
    Diversified Industrial Segment   (7.4 )%     (1.3 )%     (1.9 )%     (4.2 )%
    Aerospace Systems Segment   14.0 %     %     %     14.0 %
    Total   (1.6 )%     (0.9 )%     (1.4 )%     0.7 %
                   
    (Unaudited) Six Months Ended
      As Reported           Adjusted
      December 31, 2024   Currency   Divestitures   December 31, 2024
    Diversified Industrial Segment   (5.9 )%     (0.8 )%     (1.0 )%     (4.1 )%
    Aerospace Systems Segment   15.9 %     0.3 %     %     15.6 %
    Total   (0.2 )%     (0.5 )%     (0.8 )%     1.1 %
    RECONCILIATION OF NET INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS TO ADJUSTED NET INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS
      Three Months Ended   Six Months Ended
    (Unaudited) December 31,   December 31,
    (Dollars in thousands)   2024       2023       2024       2023  
    Net income attributable to common shareholders $ 948,542     $ 681,851     $ 1,646,962     $ 1,332,678  
    Adjustments:              
    Acquired intangible asset amortization expense   138,126       142,027       278,247       297,547  
    Business realignment charges   20,855       14,354       30,361       27,446  
    Integration costs to achieve   6,893       10,014       13,304       16,420  
    Gain on sale of building               (10,461 )      
    Gain on divestitures   (249,748 )     (12,391 )     (249,748 )     (25,651 )
    Tax effect of adjustments1   (11,437 )     (33,476 )     (45,648 )     (69,624 )
    Adjusted net income attributable to common shareholders $ 853,231     $ 802,379     $ 1,663,017     $ 1,578,816  
                   
    RECONCILIATION OF EARNINGS PER DILUTED SHARE TO ADJUSTED EARNINGS PER DILUTED SHARE
      Three Months Ended   Six Months Ended
    (Unaudited) December 31,   December 31,
    (Amounts in dollars)   2024       2023       2024       2023  
    Earnings per diluted share $ 7.25     $ 5.23     $ 12.60     $ 10.23  
    Adjustments:              
    Acquired intangible asset amortization expense   1.06       1.09       2.13       2.28  
    Business realignment charges   0.16       0.11       0.23       0.21  
    Integration costs to achieve   0.05       0.08       0.10       0.13  
    Gain on sale of building               (0.08 )      
    Gain on divestitures   (1.91 )     (0.10 )     (1.91 )     (0.20 )
    Tax effect of adjustments1   (0.08 )     (0.26 )     (0.33 )     (0.53 )
    Adjusted earnings per diluted share $ 6.53     $ 6.15     $ 12.74     $ 12.12  
                   
    1This line item reflects the aggregate tax effect of all non-tax adjustments reflected in the preceding line items of the table. We estimate the tax effect of each adjustment item by applying our overall effective tax rate for continuing operations to the pre-tax amount, unless the nature of the item and/or the tax jurisdiction in which the item has been recorded requires application of a specific tax rate or tax treatment, in which case the tax effect of such item is estimated by applying such specific tax rate or tax treatment.
    BUSINESS SEGMENT INFORMATION              
      Three Months Ended   Six Months Ended
    (Unaudited) December 31,   December 31,
    (Dollars in thousands)   2024       2023       2024       2023  
    Net sales              
    Diversified Industrial $ 3,252,806     $ 3,514,473     $ 6,708,964     $ 7,133,001  
    Aerospace Systems   1,489,787       1,306,474       2,937,613       2,535,434  
    Total net sales $ 4,742,593     $ 4,820,947     $ 9,646,577     $ 9,668,435  
    Segment operating income              
    Diversified Industrial $ 710,562     $ 752,334     $ 1,494,108     $ 1,559,088  
    Aerospace Systems   338,184       263,112       661,170       489,372  
    Total segment operating income   1,048,746       1,015,446       2,155,278       2,048,460  
    Corporate general and administrative expenses   56,264       49,902       105,058       105,558  
    Income before interest expense and other income, net   992,482       965,544       2,050,220       1,942,902  
    Interest expense   100,802       129,029       213,893       263,497  
    Other income, net   (274,177 )     (31,650 )     (204,716 )     (9,195 )
    Income before income taxes $ 1,165,857     $ 868,165     $ 2,041,043     $ 1,688,600  
    RECONCILIATION OF SEGMENT OPERATING MARGINS TO ADJUSTED SEGMENT OPERATING MARGINS
      Three Months Ended   Six Months Ended
    (Unaudited) December 31,   December 31,
    (Dollars in thousands)   2024       2023       2024       2023  
    Diversified Industrial Segment sales $ 3,252,806     $ 3,514,473     $ 6,708,964     $ 7,133,001  
                   
    Diversified Industrial Segment operating income $ 710,562     $ 752,334     $ 1,494,108     $ 1,559,088  
    Adjustments:              
    Acquired intangible asset amortization   62,570       67,309       127,834       135,260  
    Business realignment charges   19,343       13,285       28,243       25,924  
    Integration costs to achieve   627       871       1,405       2,010  
    Adjusted Diversified Industrial Segment operating income $ 793,102     $ 833,799     $ 1,651,590     $ 1,722,282  
                   
    Diversified Industrial Segment operating margin   21.8 %     21.4 %     22.3 %     21.9 %
    Adjusted Diversified Industrial Segment operating margin   24.4 %     23.7 %     24.6 %     24.1 %
                   
      Three Months Ended   Six Months Ended
    (Unaudited) December 31,   December 31,
    (Dollars in thousands)   2024       2023       2024       2023  
    Aerospace Systems Segment sales $ 1,489,787     $ 1,306,474     $ 2,937,613     $ 2,535,434  
                   
    Aerospace Systems Segment operating income $ 338,184     $ 263,112     $ 661,170     $ 489,372  
    Adjustments:              
    Acquired intangible asset amortization   75,556       74,718       150,413       162,287  
    Business realignment charges   386       (123 )     394       330  
    Integration costs to achieve   6,266       9,143       11,899       14,410  
    Adjusted Aerospace Systems Segment operating income $ 420,392     $ 346,850     $ 823,876     $ 666,399  
                   
    Aerospace Systems Segment operating margin   22.7 %     20.1 %     22.5 %     19.3 %
    Adjusted Aerospace Systems Segment operating margin   28.2 %     26.5 %     28.0 %     26.3 %
                   
    RECONCILIATION OF SEGMENT OPERATING MARGINS TO ADJUSTED SEGMENT OPERATING MARGINS
      Three Months Ended   Six Months Ended
    (Unaudited) December 31,   December 31,
    (Dollars in thousands)   2024       2023       2024       2023  
    Total net sales $ 4,742,593     $ 4,820,947     $ 9,646,577     $ 9,668,435  
                   
    Total segment operating income $ 1,048,746     $ 1,015,446     $ 2,155,278     $ 2,048,460  
    Adjustments:              
    Acquired intangible asset amortization   138,126       142,027       278,247       297,547  
    Business realignment charges   19,729       13,162       28,637       26,254  
    Integration costs to achieve   6,893       10,014       13,304       16,420  
    Adjusted total segment operating income $ 1,213,494     $ 1,180,649     $ 2,475,466     $ 2,388,681  
                   
    Total segment operating margin   22.1 %     21.1 %     22.3 %     21.2 %
    Adjusted total segment operating margin   25.6 %     24.5 %     25.7 %     24.7 %
    CONSOLIDATED BALANCE SHEET      
    (Unaudited) December 31,   June 30,
    (Dollars in thousands)   2024       2024  
    Assets      
    Current assets:      
    Cash and cash equivalents $ 395,507     $ 422,027  
    Trade accounts receivable, net   2,445,845       2,865,546  
    Non-trade and notes receivable   304,829       331,429  
    Inventories   2,806,983       2,786,800  
    Prepaid expenses   246,467       252,618  
    Other current assets   148,831       140,204  
    Total current assets   6,348,462       6,798,624  
    Property, plant and equipment, net   2,800,992       2,875,668  
    Deferred income taxes   87,400       92,704  
    Investments and other assets   1,232,636       1,207,232  
    Intangible assets, net   7,444,670       7,816,181  
    Goodwill   10,357,303       10,507,433  
    Total assets $ 28,271,463     $ 29,297,842  
           
    Liabilities and equity      
    Current liabilities:      
    Notes payable and long-term debt payable within one year $ 2,373,286     $ 3,403,065  
    Accounts payable, trade   1,794,884       1,991,639  
    Accrued payrolls and other compensation   420,477       581,251  
    Accrued domestic and foreign taxes   364,143       354,659  
    Other accrued liabilities   1,034,501       982,695  
    Total current liabilities   5,987,291       7,313,309  
    Long-term debt   6,667,955       7,157,034  
    Pensions and other postretirement benefits   409,873       437,490  
    Deferred income taxes   1,394,882       1,583,923  
    Other liabilities   684,401       725,193  
    Shareholders’ equity   13,118,553       12,071,972  
    Noncontrolling interests   8,508       8,921  
    Total liabilities and equity $ 28,271,463     $ 29,297,842  
    CONSOLIDATED STATEMENT OF CASH FLOWS      
      Six Months Ended
    (Unaudited) December 31,
    (Dollars in thousands)   2024       2023  
    Cash flows from operating activities:      
    Net income $ 1,647,177     $ 1,333,129  
    Depreciation and amortization   454,869       468,165  
    Stock incentive plan compensation   106,472       108,061  
    Gain on sale of businesses   (250,373 )     (25,964 )
    (Gain) loss on property, plant and equipment and intangible assets   (6,975 )     5,097  
    Net change in receivables, inventories and trade payables   70,981       (42,804 )
    Net change in other assets and liabilities   (405,002 )     (407,366 )
    Other, net   61,584       (86,331 )
    Net cash provided by operating activities   1,678,733       1,351,987  
    Cash flows from investing activities:      
    Capital expenditures   (216,493 )     (204,117 )
    Proceeds from sale of property, plant and equipment   13,259       1,360  
    Proceeds from sale of businesses   622,182       74,595  
    Other, net   (6,941 )     (2,954 )
    Net cash provided by (used in) investing activities   412,007       (131,116 )
    Cash flows from financing activities:      
    Net payments for common stock activity   (189,681 )     (136,394 )
    Acquisition of noncontrolling interests         (2,883 )
    Net payments for debt   (1,494,484 )     (784,847 )
    Dividends paid   (420,061 )     (381,115 )
    Net cash used in financing activities   (2,104,226 )     (1,305,239 )
    Effect of exchange rate changes on cash   (13,034 )     (7,999 )
    Net decrease in cash and cash equivalents   (26,520 )     (92,367 )
    Cash and cash equivalents at beginning of year   422,027       475,182  
    Cash and cash equivalents at end of period $ 395,507     $ 382,815  
           
    RECONCILIATION OF FORECASTED ORGANIC GROWTH  
    (Unaudited)  
    (Amounts in percentages) Fiscal Year 2025
    Forecasted net sales (2%) to 1%
    Adjustments:  
    Currency 1.0%
    Divestitures 1.5%
    Adjusted forecasted net sales 0.5% to 3.5%
       
    RECONCILIATION OF FORECASTED SEGMENT OPERATING MARGIN TO ADJUSTED FORECASTED SEGMENT OPERATING MARGIN
       
    (Unaudited)  
    (Amounts in percentages) Fiscal Year 2025
    Forecasted segment operating margin ~ 22.7%
    Adjustments:  
    Business realignment charges 0.2%
    Costs to achieve 0.1%
    Acquisition-related intangible asset amortization expense 2.8%
    Adjusted forecasted segment operating margin ~ 25.8%
       
     
    RECONCILIATION OF FORECASTED EARNINGS PER DILUTED SHARE TO ADJUSTED FORECASTED EARNINGS PER DILUTED SHARE
       
    (Unaudited)  
    (Amounts in dollars) Fiscal Year 2025
    Forecasted earnings per diluted share $24.46 to $25.06
    Adjustments:  
    Business realignment charges 0.39
    Costs to achieve 0.15
    Acquisition-related intangible asset amortization expense 4.22
    Net gain on divestitures (1.91)
    Gain on sale of building (0.08)
    Tax effect of adjustments1 (0.83)
    Adjusted forecasted earnings per diluted share $26.40 to $27.00
       
       
    1This line item reflects the aggregate tax effect of all non-tax adjustments reflected in the preceding line items of the table. We estimate the tax effect of each adjustment item by applying our overall effective tax rate for continuing operations to the pre-tax amount, unless the nature of the item and/or the tax jurisdiction in which the item has been recorded requires application of a specific tax rate or tax treatment, in which case the tax effect of such item is estimated by applying such specific tax rate or tax treatment.
       
    Note: Totals may not foot due to rounding
    SUPPLEMENTAL INFORMATION
                   
    BUSINESS SEGMENT INFORMATION              
      Three Months Ended   Six Months Ended
    (Unaudited) December 31,   December 31,
    (Dollars in thousands)   2024       2023       2024       2023  
    Net sales              
    Diversified Industrial:              
    North America businesses $ 1,928,008     $ 2,110,203     $ 4,028,332     $ 4,340,109  
    International businesses   1,324,798       1,404,270       2,680,632       2,792,892  
                   
    Segment operating income              
    Diversified Industrial:              
    North America businesses $ 426,567     $ 461,850     $ 911,130     $ 967,903  
    International businesses   283,995       290,484       582,978       591,185  
    RECONCILIATION OF ORGANIC GROWTH            
    (Unaudited) Three Months Ended
      As Reported               Adjusted
      December 31, 2024     Currency     Divestitures   December 31, 2024
    Diversified Industrial Segment:                          
    North America businesses   (8.6 )%     (0.4 )%     (3.2 )%     (5.0 )%
    International businesses   (5.7 )%     (2.7 )%     %     (3.0 )%
                               
    (Unaudited) Six Months Ended
        As Reported                   Adjusted  
        December 31, 2024       Currency     Divestitures     December 31, 2024  
    Diversified Industrial Segment:                          
    North America businesses   (7.2 )%     (0.5 )%     (1.7 )%     (5.0 )%
    International businesses   (4.0 )%     (1.3 )%     %     (2.7 )%
    RECONCILIATION OF SEGMENT OPERATING MARGINS TO ADJUSTED SEGMENT OPERATING MARGINS
      Three Months Ended   Six Months Ended
    (Unaudited) December 31,   December 31,
    (Dollars in thousands)   2024       2023       2024       2023  
    Diversified Industrial Segment:              
    North America businesses sales $ 1,928,008     $ 2,110,203     $ 4,028,332     $ 4,340,109  
                   
    North America businesses operating income $ 426,567     $ 461,850     $ 911,130     $ 967,903  
    Adjustments:              
    Acquired intangible asset amortization   40,985       44,699       83,960       89,382  
    Business realignment charges   5,444       3,250       8,888       5,834  
    Integration costs to achieve   445       562       1,050       1,507  
    Adjusted North America businesses operating income $ 473,441     $ 510,361     $ 1,005,028     $ 1,064,626  
                   
    North America businesses operating margin   22.1 %     21.9 %     22.6 %     22.3 %
    Adjusted North America businesses operating margin   24.6 %     24.2 %     24.9 %     24.5 %
                   
      Three Months Ended   Six Months Ended
    (Unaudited) December 31,   December 31,
    (Dollars in thousands)   2024       2023       2024       2023  
    Diversified Industrial Segment:              
    International businesses sales $ 1,324,798     $ 1,404,270     $ 2,680,632     $ 2,792,892  
                   
    International businesses operating income $ 283,995     $ 290,484     $ 582,978     $ 591,185  
    Adjustments:              
    Acquired intangible asset amortization   21,585       22,610       43,874       45,878  
    Business realignment charges   13,899       10,035       19,355       20,090  
    Integration costs to achieve   182       309       355       503  
    Adjusted International businesses operating income $ 319,661     $ 323,438     $ 646,562     $ 657,656  
                   
    International businesses operating margin   21.4 %     20.7 %     21.7 %     21.2 %
    Adjusted International businesses operating margin   24.1 %     23.0 %     24.1 %     23.5 %

    The MIL Network

  • MIL-OSI: Roper Technologies announces 2024 financial results

    Source: GlobeNewswire (MIL-OSI)

    SARASOTA, Fla., Jan. 30, 2025 (GLOBE NEWSWIRE) — Roper Technologies, Inc. (Nasdaq: ROP) reported financial results for the fourth quarter and full year ended December 31, 2024. The results in this press release are presented on a continuing operations basis.

    Fourth quarter 2024 highlights

    • Revenue increased 16% to $1.88 billion; acquisition contribution was +9% and organic revenue was +7%
    • Operating cash flow was $722 million; adjusted operating cash flow increased 13%
    • GAAP net earnings increased 22% to $462 million; adjusted net earnings increased 10% to $520 million
    • Adjusted EBITDA increased 13% to $744 million
    • GAAP DEPS increased 22% to $4.28; adjusted DEPS increased 10% to $4.81

    Full year 2024 highlights

    • Revenue increased 14% to $7.04 billion; acquisition contribution was +8% and organic revenue was +6%
    • Operating cash flow was $2.39 billion; adjusted operating cash flow increased 16%
    • GAAP net earnings increased 13% to $1.55 billion; adjusted net earnings increased 10% to $1.98 billion
    • Adjusted EBITDA increased 13% to $2.83 billion
    • GAAP DEPS increased 13% to $14.35; adjusted DEPS increased 10% to $18.31

    “It was an outstanding year for Roper’s long-term cash flow compounding model. We grew free cash flow 16% to $2.3 billion, surpassing the $2 billion milestone for the first time in our history,” said Neil Hunn, Roper Technologies’ President and CEO. “Our total revenue growth of 14% for the year was driven by 6% organic growth and an 8% contribution from our disciplined and process-driven capital deployment capability. To this end, we deployed $3.6 billion of capital toward high-quality vertical software acquisitions, highlighted by Procare Solutions, a leading early childhood education software company, and Transact Campus, which was successfully combined with our CBORD education & healthcare software business.”

    2025 outlook and guidance

    “Roper not only grew substantially in 2024, but we enter 2025 as a fundamentally better company. This past year, we upgraded key leadership talent, expanded our capital deployment function, and advanced our operating model. As a result, we are entering 2025 with broad-based and positive momentum. Our double-digit 2025 total revenue growth outlook is fueled by improving organic growth and meaningful contributions from our 2024 acquisitions. We believe these growth trends, combined with our significant M&A firepower and large pipeline of attractive acquisition opportunities, position Roper well to continue delivering compelling long-term cash flow compounding for our shareholders,” concluded Mr. Hunn.

    Roper expects full year 2025 adjusted DEPS of $19.75 – $20.00 with first quarter adjusted DEPS of $4.70 – $4.74. The Company expects full year total revenue growth of 10%+, with organic revenue growth of +6 – 7%.

    The Company’s guidance excludes the impact of unannounced future acquisitions or divestitures.

    Conference call to be held at 8:00 AM (ET) today

    A conference call to discuss these results has been scheduled for 8:00 AM ET on Thursday, January 30, 2025. The call can be accessed via webcast or by dialing +1 800-836-8184 (US/Canada) or +1 646-357-8785, using conference call ID 30275. Webcast information and conference call materials will be made available in the Investors section of Roper’s website (www.ropertech.com) prior to the start of the call. The webcast can also be accessed directly by using the following URL https://event.webcast. Telephonic replays will be available for up to two weeks and can be accessed by dialing +1 646-517-4150 with access code 30275#.

    Use of non-GAAP financial information

    The Company supplements its consolidated financial statements presented on a GAAP basis with certain non-GAAP financial information to provide investors with greater insight, increase transparency and allow for a more comprehensive understanding of the information used by management in its financial and operational decision-making. Reconciliation of non-GAAP measures to their most directly comparable GAAP measures are included in the accompanying financial schedules or tables. The non-GAAP financial measures disclosed by the Company should not be considered a substitute for, or superior to, financial measures prepared in accordance with GAAP, and the financial results prepared in accordance with GAAP and reconciliations from these results should be carefully evaluated.

    Minority interests

    Following the sale of a majority stake in its industrial businesses to CD&R, Roper holds a minority interest in Indicor. The fair value of Roper’s equity investment in Indicor is updated on a quarterly basis and reported as “equity investments gain, net.” During the quarter, Roper sold its minority interest in Certinia and recognized the associated gain within “equity investments gain, net.” Roper makes non-GAAP adjustments for the impacts associated with these investments.

    Table 1: Revenue and adjusted EBITDA reconciliation ($M)
    (from continuing operations)
      Q4 2023   Q4 2024   V %   FY 2023   FY 2024   V %
    GAAP revenue $ 1,613     $ 1,877       16 %   $ 6,178     $ 7,039       14 %
                           
    Components of revenue growth                      
    Organic           7 %             6 %
    Acquisitions           9 %             8 %
    Foreign exchange           %             %
    Revenue growth           16 %             14 %
                           
    Adjusted EBITDA reconciliation                      
    GAAP net earnings $ 378     $ 462         $ 1,368     $ 1,549      
    Taxes   99       128           375       418      
    Interest expense   50       71           165       259      
    Depreciation   9       9           35       37      
    Amortization   187       202           720       776      
    EBITDA $ 723     $ 873       21 %   $ 2,663     $ 3,039       14 %
                           
    Restructuring-related expenses associated with the Syntellis (’23) and Transact (’24) acquisitions                   9       9      
    Transaction-related expenses for completed acquisitions   3       1           8       8      
    Financial impacts associated with the minority investments in Indicor & CertiniaA   (67 )     (141 )         (165 )     (235 )    
    Gain on sale of non-operating assets                   (3 )          
    Legal settlement charge         11                 11      
    Adjusted EBITDA $ 659     $ 744      13 %   $ 2,511     $ 2,832       13 %
    % of revenue   40.8 %     39.6 %    (120 bps )     40.6 %     40.2 %     (40 bps )
    Table 2: Adjusted net earnings reconciliation ($M)
    (from continuing operations)
      Q4 2023   Q4 2024   V %   FY 2023   FY 2024   V %
    GAAP net earnings $ 378     $ 462       22 %   $ 1,368     $ 1,549       13 %
    Restructuring-related expenses associated with the Syntellis (’23) and Transact (’24) acquisitions                   7       7      
    Transaction-related expenses for completed acquisitions   2       1           6       6      
    Financial impacts associated with the minority investments in Indicor & CertiniaA   (52 )     (105 )         (135 )     (182 )    
    Gain on sale of non-operating assets                   (3 )          
    Legal settlement charge         9                 9      
    Amortization of acquisition-related
    intangible assetsB
      143       153           552       588      
    Adjusted net earningsC $ 471     $ 520       10 %   $ 1,795     $ 1,978       10 %
    Table 3: Adjusted DEPS reconciliation
    (from continuing operations)
      Q4 2023   Q4 2024   V %   FY 2023   FY 2024   V %
    GAAP DEPS $ 3.50     $ 4.28       22 %   $ 12.74     $ 14.35       13 %
    Restructuring-related expenses associated with the Syntellis (’23) and Transact (’24) acquisitions                   0.06       0.07      
    Transaction-related expenses for completed acquisitions   0.02       0.01           0.06       0.06      
    Financial impacts associated with the minority investments in Indicor & CertiniaA   (0.48 )     (0.97 )         (1.25 )     (1.68 )    
    Gain on sale of non-operating assets                   (0.02 )          
    Legal settlement charge         0.08                 0.08      
    Amortization of acquisition-related intangible assetsB   1.33       1.41           5.13       5.45      
    Adjusted DEPSC $ 4.37     $ 4.81       10 %   $ 16.71     $ 18.31       10 %
    Table 4: Adjusted cash flow reconciliation ($M)
    (from continuing operations)
      Q4 2023   Q4 2024   V %   FY 2023   FY 2024   V %
    Operating cash flow $ 622     $ 722       16 %   $ 2,037     $ 2,393       17 %
    Taxes paid in period related to divestiture   16                 32            
    Adjusted operating cash flow $ 638     $ 722       13 %   $ 2,070     $ 2,393       16 %
    Capital expenditures   (30 )     (27 )         (68 )     (66 )    
    Capitalized software expenditures   (11 )     (12 )         (40 )     (45 )    
    Adjusted free cash flow $ 596     $ 684       15 %   $ 1,962     $ 2,282       16 %
    Table 5: Forecasted adjusted DEPS reconciliation
    (from continuing operations)
      Q1 2025   FY 2025
      Low End   High End   Low End   High End
    GAAP DEPSD $ 3.29     $ 3.33     $ 14.21     $ 14.46  
    Financial impacts associated with the minority investment in IndicorA   TBD       TBD       TBD       TBD  
    Amortization of acquisition-related intangible assetsB   1.41       1.41       5.54       5.54  
    Adjusted DEPSC $ 4.70     $ 4.74     $ 19.75     $ 20.00  

    Footnotes:

    A. Adjustments related to the financial impacts associated with the minority investments in Indicor & Certinia as shown below ($M, except per share data). Forecasted results do not include any potential impacts associated with our minority investment in Indicor, as these potential impacts cannot be reasonably predicted. These impacts will be excluded from all non-GAAP results in future periods.
                                 
        Q4 2023A   Q4 2024A     FY 2023A   FY 2024A     Q1 2025E   FY 2025E
      Pretax $ (67 )   $ (141 )     $ (165 )   $ (235 )     TBD   TBD
      After-tax $ (52 )   $ (105 )     $ (135 )   $ (182 )     TBD   TBD
      Per share $ (0.48 )   $ (0.97 )     $ (1.25 )   $ (1.68 )     TBD   TBD
                                 
    B. Actual results and forecast of estimated amortization of acquisition-related intangible assets as shown below ($M, except per share data).
                                 
        Q4 2023A   Q4 2024A     FY 2023A   FY 2024A     Q1 2025E   FY 2025E
      Pretax $ 181     $ 193       $ 698     $ 745       $ 193   $ 762
      After-tax $ 143     $ 153       $ 552     $ 588       $ 153   $ 602
      Per share $ 1.33     $ 1.41       $ 5.13     $ 5.45       $ 1.41   $ 5.54
                                 
    C. All actual and forecasted non-GAAP adjustments are taxed at 21% with the exception of the financial impacts associated with minority investments.
                                 
    D. Forecasted GAAP DEPS do not include any potential impacts associated with our minority investment in Indicor. These impacts will be excluded from all non-GAAP results in future periods.
       

    Note: Numbers may not foot due to rounding.

    About Roper Technologies

    Roper Technologies is a constituent of the Nasdaq 100, S&P 500, and Fortune 1000. Roper has a proven, long-term track record of compounding cash flow and shareholder value. The Company operates market leading businesses that design and develop vertical software and technology enabled products for a variety of defensible niche markets. Roper utilizes a disciplined, analytical, and process-driven approach to redeploy its excess capital toward high-quality acquisitions. Additional information about Roper is available on the Company’s website at www.ropertech.com.

    Contact information:
    Investor Relations
    941-556-2601
    investor-relations@ropertech.com

    The information provided in this press release contains forward-looking statements within the meaning of the federal securities laws. These forward-looking statements may include, among others, statements regarding operating results, the success of our internal operating plans, and the prospects for newly acquired businesses to be integrated and contribute to future growth, profit and cash flow expectations. Forward-looking statements may be indicated by words or phrases such as “anticipate,” “estimate,” “plans,” “expects,” “projects,” “should,” “will,” “believes,” “intends” and similar words and phrases. These statements reflect management’s current beliefs and are not guarantees of future performance. They involve risks and uncertainties that could cause actual results to differ materially from those contained in any forward-looking statement. Such risks and uncertainties include our ability to identify and complete acquisitions consistent with our business strategies, integrate acquisitions that have been completed, realize expected benefits and synergies from, and manage other risks associated with, acquired businesses, including obtaining any required regulatory approvals with respect thereto. We also face other general risks, including our ability to realize cost savings from our operating initiatives, general economic conditions and the conditions of the specific markets in which we operate, including risks related to labor shortages and rising interest rates, changes in foreign exchange rates, risks related to changing U.S. and foreign trade policies, including increased trade restrictions or tariffs, risks associated with our international operations, cybersecurity and data privacy risks, including litigation resulting therefrom, risks related to political instability, armed hostilities, incidents of terrorism, public health crises (such as the COVID-19 pandemic) or natural disasters, increased product liability and insurance costs, increased warranty exposure, future competition, changes in the supply of, or price for, parts and components, including as a result of inflation and potential supply chain constraints, environmental compliance costs and liabilities, risks and cost associated with litigation, potential write-offs of our substantial intangible assets, and risks associated with obtaining governmental approvals and maintaining regulatory compliance for new and existing products. Important risks may be discussed in current and subsequent filings with the SEC. You should not place undue reliance on any forward-looking statements. These statements speak only as of the date they are made, and we undertake no obligation to update publicly any of them in light of new information or future events.

     

    Roper Technologies, Inc.      
    Condensed Consolidated Balance Sheets (unaudited)
    (Amounts in millions)      
           
      December 31, 2024   December 31, 2023
    ASSETS:      
           
    Cash and cash equivalents $ 188.2     $ 214.3  
    Accounts receivable, net   885.1       829.9  
    Inventories, net   120.8       118.6  
    Income taxes receivable   25.6       47.7  
    Unbilled receivables   127.3       106.4  
    Prepaid expenses and other current assets   195.7       164.5  
    Total current assets   1,542.7       1,481.4  
           
    Property, plant and equipment, net   149.7       119.6  
    Goodwill   19,312.9       17,118.8  
    Other intangible assets, net   9,059.6       8,212.1  
    Deferred taxes   54.1       32.2  
    Equity investments   772.3       795.7  
    Other assets   443.4       407.7  
    Total assets $ 31,334.7     $ 28,167.5  
           
    LIABILITIES AND STOCKHOLDERS’ EQUITY:      
           
    Accounts payable $ 148.1     $ 143.0  
    Accrued compensation   289.0       250.0  
    Deferred revenue   1,737.4       1,583.8  
    Other accrued liabilities   546.2       446.5  
    Income taxes payable   68.4       40.4  
    Current portion of long-term debt, net   1,043.1       499.5  
    Total current liabilities   3,832.2       2,963.2  
           
    Long-term debt, net of current portion   6,579.9       5,830.6  
    Deferred taxes   1,630.6       1,513.1  
    Other liabilities   424.4       415.8  
    Total liabilities   12,467.1       10,722.7  
           
    Common stock   1.1       1.1  
    Additional paid-in capital   3,014.6       2,767.0  
    Retained earnings   16,034.9       14,816.3  
    Accumulated other comprehensive loss   (166.5 )     (122.8 )
    Treasury stock   (16.5 )     (16.8 )
    Total stockholders’ equity   18,867.6       17,444.8  
    Total liabilities and stockholders’ equity $ 31,334.7     $ 28,167.5  
           
    Roper Technologies, Inc.          
    Condensed Consolidated Statements of Earnings (unaudited)
    (Amounts in millions, except per share data)
                   
      Three months ended December 31,   Year ended December 31,
        2024       2023       2024       2023  
    Net revenues $ 1,877.1     $ 1,613.5     $ 7,039.2     $ 6,177.8  
    Cost of sales   594.8       488.3       2,160.9       1,870.6  
    Gross profit   1,282.3       1,125.2       4,878.3       4,307.2  
                   
    Selling, general and administrative expenses   757.6       662.4       2,881.5       2,562.0  
    Income from operations   524.7       462.8       1,996.8       1,745.2  
                   
    Interest expense, net   70.8       50.1       259.2       164.7  
    Equity investments gain, net   (141.0 )     (66.7 )     (234.6 )     (165.4 )
    Other expense, net   4.1       2.7       5.0       2.8  
                   
    Earnings before income taxes   590.8       476.7       1,967.2       1,743.1  
                   
    Income taxes   128.5       99.2       417.9       374.7  
                   
    Net earnings from continuing operations   462.3       377.5       1,549.3       1,368.4  
                   
    Loss from discontinued operations, net of tax                     (4.1 )
    Gain on disposition of discontinued operations, net of tax         11.5             19.9  
    Net earnings from discontinued operations         11.5             15.8  
                   
    Net earnings $ 462.3     $ 389.0     $ 1,549.3     $ 1,384.2  
                   
    Net earnings per share from continuing operations:              
    Basic $ 4.31     $ 3.53     $ 14.47     $ 12.83  
    Diluted $ 4.28     $ 3.50     $ 14.35     $ 12.74  
                   
    Net earnings per share from discontinued operations:              
    Basic $     $ 0.11     $     $ 0.15  
    Diluted $     $ 0.11     $     $ 0.15  
                   
    Net earnings per share:              
    Basic $ 4.31     $ 3.64     $ 14.47     $ 12.98  
    Diluted $ 4.28     $ 3.61     $ 14.35     $ 12.89  
                   
    Weighted average common shares outstanding:              
    Basic   107.3       106.9       107.1       106.6  
    Diluted   108.1       107.7       108.0       107.4  
    Roper Technologies, Inc.            
    Selected Segment Financial Data (unaudited)            
    (Amounts in millions; percentages of net revenues)            
                                   
      Three months ended December 31,   Year ended December 31,
        2024       2023       2024       2023  
      Amount   %   Amount   %   Amount   %   Amount   %
    Net revenues:                              
    Application Software $ 1,056.9         $ 851.8         $ 3,868.3         $ 3,186.9      
    Network Software   373.5           362.7           1,475.6           1,439.4      
    Technology Enabled Products   446.7           399.0           1,695.3           1,551.5      
    Total $ 1,877.1         $ 1,613.5         $ 7,039.2         $ 6,177.8      
                                   
                                   
    Gross profit:                              
    Application Software $ 708.0       67.0 %   $ 586.6       68.9 %   $ 2,647.6       68.4 %   $ 2,195.8       68.9 %
    Network Software   318.9       85.4 %     311.6       85.9 %     1,254.8       85.0 %     1,225.6       85.1 %
    Technology Enabled Products   255.4       57.2 %     227.0       56.9 %     975.9       57.6 %     885.8       57.1 %
    Total $ 1,282.3       68.3 %   $ 1,125.2       69.7 %   $ 4,878.3       69.3 %   $ 4,307.2       69.7 %
                                   
                                   
    Operating profit*:                              
    Application Software $ 272.9       25.8 %   $ 219.5       25.8 %   $ 1,023.4       26.5 %   $ 820.8       25.8 %
    Network Software   174.4       46.7 %     167.4       46.2 %     666.5       45.2 %     632.4       43.9 %
    Technology Enabled Products   150.3       33.6 %     127.0       31.8 %     574.3       33.9 %     518.7       33.4 %
    Total $ 597.6       31.8 %   $ 513.9       31.9 %   $ 2,264.2       32.2 %   $ 1,971.9       31.9 %
                                   
                                   
    * Segment operating profit is before unallocated corporate general and administrative expenses and enterprise-wide stock-based compensation. These expenses were $72.9 and $51.1 for the three months ended December 31, 2024 and 2023, respectively, and $267.4 and $226.7 for the twelve months ended December 31, 2024 and 2023, respectively.
    Roper Technologies, Inc.  
    Condensed Consolidated Statements of Cash Flows (unaudited)
    (Amounts in millions)      
      Year ended December 31,
        2024       2023  
    Cash flows from operating activities:      
    Net earnings from continuing operations $ 1,549.3     $ 1,368.4  
    Adjustments to reconcile net earnings from continuing operations to cash flows from operating activities:      
    Depreciation and amortization of property, plant and equipment   37.1       35.4  
    Amortization of intangible assets   775.7       719.8  
    Amortization of deferred financing costs   9.8       9.9  
    Non-cash stock compensation   145.9       123.5  
    Equity investments gain, net   (234.6 )     (165.4 )
    Income tax provision   417.9       374.7  
    Changes in operating assets and liabilities, net of acquired businesses:      
    Accounts receivable   14.4       (50.2 )
    Unbilled receivables   (18.5 )     (7.5 )
    Inventories   (1.9 )     (6.6 )
    Prepaid expenses and other current assets   (19.5 )     (4.3 )
    Accounts payable   (13.0 )     18.2  
    Other accrued liabilities   109.3       (1.0 )
    Deferred revenue   110.7       93.9  
    Cash taxes paid for gain on disposal of business         (32.5 )
    Cash income taxes paid, excluding tax associated with gain on disposal of business   (483.8 )     (423.4 )
    Other, net   (5.6 )     (15.5 )
    Cash provided by operating activities from continuing operations   2,393.2       2,037.4  
    Cash used in operating activities from discontinued operations         (2.3 )
    Cash provided by operating activities   2,393.2       2,035.1  
           
    Cash flows from (used in) investing activities:      
    Acquisitions of businesses, net of cash acquired   (3,612.9 )     (2,052.7 )
    Capital expenditures   (66.0 )     (68.0 )
    Capitalized software expenditures   (45.0 )     (40.0 )
    Distributions from equity investment   10.8       32.5  
    Proceeds from sale of equity investment   245.6        
    Other, net   (1.0 )     (0.1 )
    Cash used in investing activities from continuing operations   (3,468.5 )     (2,128.3 )
    Cash provided by disposition of discontinued operations         2.0  
    Cash used in investing activities   (3,468.5 )     (2,126.3 )
           
    Cash flows from (used in) financing activities:      
    Proceeds from senior notes   2,000.0        
    Payments of senior notes   (500.0 )     (700.0 )
    Borrowings (payments) under revolving line of credit, net   (235.0 )     360.0  
    Debt issuance costs   (24.6 )      
    Cash dividends to stockholders   (321.9 )     (290.2 )
    Treasury stock sales   18.5       15.5  
    Proceeds from stock-based compensation, net   88.6       115.2  
    Other, net   43.9        
    Cash provided by (used in) financing activities   1,069.5       (499.5 )
           
    (Continued)
    Roper Technologies, Inc.  
    Condensed Consolidated Statements of Cash Flows (unaudited) – Continued
    (Amounts in millions)      
      Year ended December 31,
        2024       2023  
    Effect of exchange rate changes on cash   (20.3 )     12.2  
           
    Net decrease in cash and cash equivalents   (26.1 )     (578.5 )
           
    Cash and cash equivalents, beginning of year   214.3       792.8  
           
    Cash and cash equivalents, end of year $ 188.2     $ 214.3  
           

    The MIL Network

  • MIL-OSI Europe: Answer to a written question – Serious disruptions to Member States’ control systems and food sovereignty – E-002563/2024(ASW)

    Source: European Parliament

    1. Since Regulation (EU) 2017/625 of the European Parliament and of the Council on official controls on the agri-food chain[1] does not define what constitutes a ‘serious disruption’ of a Member State’s control system, the Commission uses a wide range of evidence on the implementation of Union legislation by Member States to evaluate their official control systems. Such evidence includes the reports of the Commission’s audits, data from information technology (IT) systems managed by the Commission and from Member States’ annual reports, and information related to financial support for actions carried out by Member States. So far, a serious disruption has only been found in the specific situation of the COVID-19 pandemic[2].

    2. Consignments entering the Union from non-EU countries are subject to a robust system of official controls based on harmonised EU legislation, notably Regulation (EU) 2017/625, which aims to ensure that only safe commodities may enter the EU. In cases of identified ‘trade risks’, a number of effective measures are available which include intensified official controls at entry into the Union for products of animal origin[3], the imposition of treatments to ensure the absence of health risks, sampling and testing and controls performed by the country of origin, emergency measures including the suspension of entry of commodities[4] and the de-listing of non-EU countries’ establishments, regions or of whole non-EU countries, so that import of concerned agri-food products is to be restricted.

    • [1] http://data.europa.eu/eli/reg/2017/625/oj
    • [2] No longer in force, date of end of validity: 01/09/2021: http://data.europa.eu/eli/reg_impl/2020/466/oj
    • [3] http://data.europa.eu/eli/reg_impl/2019/1873/oj
    • [4] Example: http://data.europa.eu/eli/reg_impl/2022/478/oj
    Last updated: 30 January 2025

    MIL OSI Europe News

  • MIL-OSI: Radware Delivers AI-Driven DDoS Protection for TelemaxX Telekommunikation’s Scrubbing Center

    Source: GlobeNewswire (MIL-OSI)

    MAHWAH, N.J., Jan. 30, 2025 (GLOBE NEWSWIRE) — Radware® (NASDAQ: RDWR), a global leader in application security and delivery solutions for multi-cloud environments, today announced it expanded its relationship with TelemaxX Telekommunikation GmbH. TelemaxX is leveraging Radware’s AI-powered DefensePro® X DDoS Protection to advance the network and application security services offered to customers through its scrubbing center.

    Headquartered in Karlsruhe, Germany, TelemaxX is a leading regional provider of integrated IT solutions, specializing in telecommunications and data centers, as well as cloud and managed services. Today, TelemaxX operates five high-security data centers in Germany’s Karlsruhe Technology Region, one of Europe’s top centers for innovation. To support its business, TelemaxX also uses Radware’s Cyber Controller platform, a security management, orchestration, and automation solution.

    “Working with Radware, we’ve found a partner that can grow step-by-step with our business requirements and customers’ needs,” said Heiko Kreisz, head of internet from TelemaxX. “Through this technology expansion, we can scale our services and help our customers stay ahead of emerging threats while maintaining the integrity and availability of their networks.”

    This includes protection against Web DDoS Tsunami attacks, a new aggressive form of HTTPS Flood that targets web applications and APIs. According to Radware’s H1 2024 Global Threat Analysis Report, Web DDoS attacks surged globally 265% during the first six months of 2024 compared to the second half of 2023.

    “As the number and sophistication of DDoS attacks increase exponentially, the demand for state-of-the-art AI-driven protection has never been greater,” said Michael Giesselbach, Radware’s regional director in Germany. “Working with TelemaxX, we can meet the needs of growing organizations and improve their security posture while they focus on their core business activities.”

    Using AI-powered advanced behavioral algorithms, DefensePro X provides automated, adaptive DDoS protection from fast-moving, high-volume, encrypted or zero-day threats. It defends against IoT-based, Burst, DNS and TLS/SSL attacks, ransom DDoS campaigns, IoT botnets, phantom floods, and other types of cyber threats.

    Radware has received numerous awards for its DDoS mitigation, application and API protection, web application firewall, and bot detection and management solutions. Industry analysts such as Aite-Novarica Group, Gartner, GigaOm, IDC, KuppingerCole and QKS Group continue to recognize Radware as a market leader in cyber security.

    About Radware
    Radware® (NASDAQ: RDWR) is a global leader in application security and delivery solutions for multi-cloud environments. The company’s cloud application, infrastructure, and API security solutions use AI-driven algorithms for precise, hands-free, real-time protection from the most sophisticated web, application, and DDoS attacks, API abuse, and bad bots. Enterprises and carriers worldwide rely on Radware’s solutions to address evolving cybersecurity challenges and protect their brands and business operations while reducing costs. For more information, please visit the Radware website.

    Radware encourages you to join our community and follow us on: Facebook, LinkedIn, Radware Blog, X, YouTube, and Radware Mobile for iOS.

    ©2025 Radware Ltd. All rights reserved. Any Radware products and solutions mentioned in this press release are protected by trademarks, patents, and pending patent applications of Radware in the U.S. and other countries. For more details, please see: https://www.radware.com/LegalNotice/. All other trademarks and names are property of their respective owners.

    Radware believes the information in this document is accurate in all material respects as of its publication date. However, the information is provided without any express, statutory, or implied warranties and is subject to change without notice.

    The contents of any website or hyperlinks mentioned in this press release are for informational purposes and the contents thereof are not part of this press release.

    Safe Harbor Statement
    This press release includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements made herein that are not statements of historical fact, including statements about Radware’s plans, outlook, beliefs, or opinions, are forward-looking statements. Generally, forward-looking statements may be identified by words such as “believes,” “expects,” “anticipates,” “intends,” “estimates,” “plans,” and similar expressions or future or conditional verbs such as “will,” “should,” “would,” “may,” and “could.” For example, when we say in this press release that through this partnership, we can meet the needs of growing organizations and improve their security posture, we are using forward-looking statements. Because such statements deal with future events, they are subject to various risks and uncertainties, and actual results, expressed or implied by such forward-looking statements, could differ materially from Radware’s current forecasts and estimates. Factors that could cause or contribute to such differences include, but are not limited to: the impact of global economic conditions, including as a result of the state of war declared in Israel in October 2023 and instability in the Middle East, the war in Ukraine, and the tensions between China and Taiwan; our dependence on independent distributors to sell our products; our ability to manage our anticipated growth effectively; a shortage of components or manufacturing capacity could cause a delay in our ability to fulfill orders or increase our manufacturing costs; our business may be affected by sanctions, export controls, and similar measures, targeting Russia and other countries and territories, as well as other responses to Russia’s military conflict in Ukraine, including indefinite suspension of operations in Russia and dealings with Russian entities by many multi-national businesses across a variety of industries; the ability of vendors to provide our hardware platforms and components for the manufacture of our products; our ability to attract, train, and retain highly qualified personnel; intense competition in the market for cyber security and application delivery solutions and in our industry in general, and changes in the competitive landscape; our ability to develop new solutions and enhance existing solutions; the impact to our reputation and business in the event of real or perceived shortcomings, defects, or vulnerabilities in our solutions, if our end-users experience security breaches, if our information technology systems and data, or those of our service providers and other contractors, are compromised by cyber-attackers or other malicious actors or by a critical system failure; outages, interruptions, or delays in hosting services; the risks associated with our global operations, such as difficulties and costs of staffing and managing foreign operations, compliance costs arising from host country laws or regulations, partial or total expropriation, export duties and quotas, local tax exposure, economic or political instability, including as a result of insurrection, war, natural disasters, and major environmental, climate, or public health concerns, such as the COVID-19 pandemic; our net losses in the past two years and possibility we may incur losses in the future; a slowdown in the growth of the cyber security and application delivery solutions market or in the development of the market for our cloud-based solutions; long sales cycles for our solutions; risks and uncertainties relating to acquisitions or other investments; risks associated with doing business in countries with a history of corruption or with foreign governments; changes in foreign currency exchange rates; risks associated with undetected defects or errors in our products; our ability to protect our proprietary technology; intellectual property infringement claims made by third parties; laws, regulations, and industry standards affecting our business; compliance with open source and third-party licenses; and other factors and risks over which we may have little or no control. This list is intended to identify only certain of the principal factors that could cause actual results to differ. For a more detailed description of the risks and uncertainties affecting Radware, refer to Radware’s Annual Report on Form 20-F, filed with the Securities and Exchange Commission (SEC), and the other risk factors discussed from time to time by Radware in reports filed with, or furnished to, the SEC. Forward-looking statements speak only as of the date on which they are made and, except as required by applicable law, Radware undertakes no commitment to revise or update any forward-looking statement in order to reflect events or circumstances after the date any such statement is made. Radware’s public filings are available from the SEC’s website at www.sec.gov or may be obtained on Radware’s website at www.radware.com.

    Media Contact:
    Gerri Dyrek
    Radware
    Gerri.Dyrek@radware.com 

    The MIL Network

  • MIL-OSI United Kingdom: expert reaction to observational study of COVID-19 infection and abnormal brain proteins

    Source: United Kingdom – Executive Government & Departments

    An observational study published in Nature Medicine looks at a link between abnormal brain proteins and COVID-19 infection.

    Prof Tara Spires-Jones, Director of the Centre for Discovery Brain Sciences at the University of Edinburgh, Group Leader in the UK Dementia Research Institute, and President of the British Neuroscience Association said:

    “This paper from Duff and colleagues examined blood samples from 626 people who had COVID-19 infection and 626 people who did not have COVID-19 for markers associated with Alzheimer’s disease-related brain changes. The scientists compared the levels of several Alzheimer’s-associated blood proteins before and after the pandemic and found that one of the markers had worsened more in people who had COVID-19 infections than in people who were not infected with COVID-19. This study was very well conducted and adds to the data suggesting that infections may play a role in initiating or accelerating neurodegenerative diseases. However, it is important to note that this type of study cannot conclusively prove that COVID-19 directly caused Alzheimer’s pathology in the brain. Further, the presence of amyloid pathology in the brain, which is hinted at by the blood results, is not a guarantee of future dementia symptoms as many people have amyloid pathology in their brains without experiencing symptoms.  While this is an important piece of research, more work is needed to understand links between infections like COVID-19 and Alzheimer’s disease.”

    Plasma proteomic evidence for increased β-amyloid pathology after SARS-CoV-2 infection’ by Eugene P. Duff et al. was published in Nature Medicine at 10:00 UK time on Thursday 30th January. 

    DOI: 10.1038/s41591-024-03426-4

     

    Declared interests

    Prof Tara Spires-Jones: I have no direct conflicts with this study but I do work in the same National UK Dementia Research Institute as several of the authors and have received payments for consulting, scientific talks, or collaborative research over the past 10 years from AbbVie, Sanofi, Merck, Scottish Brain Sciences, Jay Therapeutics, Cognition Therapeutics, Ono, and Eisai. I am also Charity trustee for the British Neuroscience Association and the Guarantors of Brain and serve as scientific advisor to several charities and non-profit institutions.

    MIL OSI United Kingdom

  • MIL-OSI United Kingdom: Youth Justice Statistics: record lows in custody and first time entrants

    Source: United Kingdom – Executive Government & Departments

    The Youth Justice Annual Statistics for 2023 to 2024 were published today. There are fewer first time entrants and children in custody, but court delays remain a concern.

    The Youth Justice Statistics for 2023 to 24.

    The Youth Justice Statistics for England and Wales reveal a mix of promising trends and areas requiring urgent attention.

    Key findings include:

    • the number of children entering the system for the first time (first-time entrants (FTE)) fell to its lowest level on record (8,300)
    • stop and searches of children by the police decreased by 4% (103,100)
    • court sentences outnumbered Youth Cautions for the first time – 55% of FTEs received a sentence at court compared with 48% in the previous year – this marks an increasing shift toward diversion and alternative approaches to youth justice
    • the numbers of children in custody has fallen by 3% against the previous year and is the lowest number on record (430)
    • the average time from offence to court completion rose to 225 days, the highest on record, highlighting an ongoing challenge for the justice system and victims
    • while there were encouraging decreases in the numbers and proportions of Black children at various stages in the system, the proportion of Mixed ethnicity children in custody has doubled over the last 10 years
    • almost two-thirds (62%) of children remanded to youth detention accommodation did not go on to receive a custodial sentence, this raises significant concerns
    • The proven reoffending rate for children increased to 32.5%, a 0.3 percentage point increase on the previous year, while the number of children and the number of children who reoffended both increased for the first time in the last 10 years.
    • There were reductions in knife and weapon offences, a fall of 6% compared with the previous year and the sixth consecutive year-on-year decrease.

    In addition to the above findings, arrests of children remained stable, even as adult arrests increased by 8%. Despite widespread media coverage and the consequential public perception that children are responsible for a disproportionate amount of criminal activity, arrests of children accounted for just 8% of total arrests.

    There were reductions in knife and weapon offences, a fall of 6% compared with the previous year and the sixth consecutive year-on-year decrease. Although 20% higher than 10 years ago, this shows that local efforts to bring down offences involving weapons are having an impact.

    Court timeliness

    The average time it takes from offence to court completion has not bounced back and is on average 4 days longer than what we saw during the pandemic when there were court closures.

    This is very troubling because delays place a significant strain on children and victims who are looking to move forward in their lives and potentially delaying justice and delaying them from accessing the right support at the right time.

     We believe that the court system needs major changes. We’re working with the Crown Prosecution Service and HM Courts and Tribunals Service to advocate for the Child First framework, which focuses on creating fair and efficient processes for children, cutting down delays, and achieving better results for everyone involved.

    Tackling over-representation

    There were encouraging improvements in reducing the over-representation of children from Black and Mixed ethnicities. However, we must be clear, any over-representation is unacceptable.

    It is of particular concern that the proportion of children with a Mixed ethnicity in custody has doubled over the last decade. This is a stark reminder of the need for systemic reform.  

    We will continue to build partnerships, promote good practice and provide targeted support in community-based solutions such as through the London Accommodation Pathfinder (the LAP). The LAP prioritises boys of Black or Mixed  heritage facing remand to custody and supports them in a more appropriate and effective community setting.

    We continue to have significant concerns about the high use of remand, which means that hundreds of children experience the negative effects of custody and then go on to receive a community sentence, or no sentence at all. This creates additional trauma and exposure to criminality for the children, and also leads to unnecessary risk and costs for the general public.

    Keith Fraser, Chair of the Youth Justice Board, said:

    There are many positives within this report. The numbers of stop and searches and children entering the system for the first time fell once again after increasing in the previous year. The numbers of children in custody continued to fall, knife and weapon offences have reduced for the sixth consecutive year, and arrests and youth cautions/sentences have remained stable at a time when adult arrests rose by 8%.

    We must continue to build on these trends. The evidence tells us that the best way to prevent prolonged offending is to prevent bringing children into the justice system in the first place. This is the route to positive child outcomes, less crime, fewer victims and safer communities.

    I want to express my gratitude to everyone in the youth justice sector for their dedication and hard work. These reductions show that change is possible. Together, we can build on this momentum to ensure better outcomes for all children.

    Youth Justice Board media enquiries

    Youth Justice Board for England and Wales
    Clive House
    70 Petty France
    London
    SW1H 9EX

    Email comms@yjb.gov.uk

    For out-of-hours press queries 020 3334 3536

    Ends

    Notes to editors

    1. These statistics look at data for the youth justice system in England and Wales for the year ending March 2024 (where available). The publication considers the number of children (those aged 10 to 17) in the system, the offences they committed, the outcomes they received, their demographics and the trends over time.
    2. Youth Custody Statistics also incorporate young adults who have remained in the youth estate,
    3. In addition to the report, there is a summary infographic which highlights the main findings.
    4. This release includes dashboards showing local level data. The YJB does not comment on regional data or localised themes as often there are contexts specific to areas and communities which provide more valuable insight into local youth justice. The relevant local authority would be best placed to respond to requests for comment.

    Updates to this page

    Published 30 January 2025

    MIL OSI United Kingdom

  • MIL-OSI: SHELL PLC 4th QUARTER 2024 AND FULL YEAR UNAUDITED RESULTS

    Source: GlobeNewswire (MIL-OSI)

                                 
    SHELL PLC
    4th QUARTER 2024 AND FULL YEAR UNAUDITED RESULTS
           
                                                         
     
    SUMMARY OF UNAUDITED RESULTS
    Quarters $ million   Full year
    Q4 2024 Q3 2024 Q4 2023   Reference 2024 2023 %
    928    4,291    474    -78 Income/(loss) attributable to Shell plc shareholders   16,093    19,359    -17
    3,661    6,028    7,306    -39 Adjusted Earnings A 23,716    28,250    -16
    14,281    16,005    16,335    -11 Adjusted EBITDA A 65,803    68,538    -4
    13,162    14,684    12,575    -10 Cash flow from operating activities   54,684    54,191    +1
    (4,431)   (3,857)   (5,657)     Cash flow from investing activities   (15,154)   (17,734)    
    8,731    10,827    6,918      Free cash flow G 39,530    36,457     
    6,924    4,950    7,113      Cash capital expenditure C 21,084    24,392     
    9,401    9,570    10,897    -2 Operating expenses F 36,918    39,960    -8
    9,138    8,864    10,565    +3 Underlying operating expenses F 35,707    39,201    -9
    11.3% 12.8% 12.8%   ROACE2 D 11.3% 12.8%  
    77,078    76,613    81,541      Total debt E 77,078    81,541     
    38,809    35,234    43,542      Net debt E 38,809    43,542     
    17.7% 15.7% 18.8%   Gearing E 17.7% 18.8%  
    2,815    2,801    2,827    +1 Oil and gas production available for sale (thousand boe/d)   2,836    2,791    +2
    0.15    0.69    0.07 -78 Basic earnings per share ($)   2.55    2.88    -11
    0.60    0.96    1.11    -38 Adjusted Earnings per share ($) B 3.76    4.20    -10
    0.3580    0.3440    0.3440    +4 Dividend per share ($)   1.3900    1.2935    +7

    1.Q4 on Q3 change

    2.Effective first quarter 2024, the definition has been amended and comparative information has been revised. See Reference D.

    Quarter Analysis1

    Income attributable to Shell plc shareholders, compared with the third quarter 2024, reflected higher exploration well write-offs, lower margins from crude and oil products trading and optimisation, lower Marketing margins and volumes, lower LNG trading and optimisation margins, lower realised oil prices, and unfavourable tax movements.

    Fourth quarter 2024 income attributable to Shell plc shareholders also included net impairment charges and reversals of $2.2 billion, and net losses related to sale of assets. These items are included in identified items amounting to a net loss of $2.8 billion in the quarter. This compares with identified items in the third quarter 2024 which amounted to a net loss of $1.3 billion.

    Adjusted Earnings and Adjusted EBITDA2 were driven by the same factors as income attributable to Shell plc shareholders and adjusted for the above identified items.

    Cash flow from operating activities for the fourth quarter 2024 was $13.2 billion, and primarily driven by Adjusted EBITDA, and working capital inflows of $2.4 billion partly offset by tax payments of $2.9 billion, and outflows relating to the timing impact of payments relating to emission certificates and biofuel programmes of $1.4 billion. The working capital inflows mainly reflected accounts receivable and payable movements, and initial margin inflow.

    Cash flow from investing activities for the quarter was an outflow of $4.4 billion, and included cash capital expenditure of $6.9 billion, partly offset by net other investing cash inflows of $1.1 billion, and divestment proceeds of $0.8 billion.

    Net debt and Gearing: At the end of the fourth quarter 2024, net debt was $38.8 billion, compared with $35.2 billion at the end of the third quarter 2024, mainly reflecting lease additions of $5.4 billion, share buybacks, cash dividends paid to Shell plc shareholders, and interest payments, partly offset by free cash flow. Gearing was 17.7% at the end of the fourth quarter 2024, compared with 15.7% at the end of the third quarter 2024, mainly driven by higher net debt.


    SHELL PLC
    4th QUARTER 2024 AND FULL YEAR UNAUDITED RESULTS

    Shareholder distributions

    Total shareholder distributions in the quarter amounted to $5.7 billion comprising repurchases of shares of $3.6 billion and cash dividends paid to Shell plc shareholders of $2.1 billion. Dividends declared to Shell plc shareholders for the fourth quarter 2024 amount to $0.3580 per share. Shell has now completed $3.5 billion of share buybacks announced in the third quarter 2024 results announcement. Today, Shell announces a share buyback programme of $3.5 billion which is expected to be completed by the first quarter 2025 results announcement.

    Full Year Analysis1

    Income attributable to Shell plc shareholders, compared with the full year 2023, reflected lower LNG trading and optimisation margins, lower realised prices, lower refining margins, as well as lower trading and optimisation margins of power and pipeline gas in Renewables and Energy Solutions, partly offset by lower operating expenses, and higher realised Chemicals margins.

    By focusing the portfolio and simplifying the organisation, $3.1 billion of pre-tax structural cost reductions3 were delivered through 2024 compared with 2022 levels, with $2.1 billion in the full year 2024.

    Full year 2024 income attributable to Shell plc shareholders also included net impairment charges and reversals of $4.4 billion, reclassifications from equity to profit and loss of cumulative currency translation differences related to funding structures, unfavourable movements relating to an accounting mismatch due to fair value accounting of commodity derivatives, and charges related to redundancy and restructuring. These charges, reclassifications and movements are included in identified items amounting to a net loss of $7.4 billion. This compares with identified items in the full year 2023 which amounted to a net loss of $8.2 billion.

    Adjusted Earnings and Adjusted EBITDA2 for the full year 2024 were driven by the same factors as income attributable to Shell plc shareholders and adjusted for identified items and the cost of supplies adjustment of positive $0.3 billion.

    Cash flow from operating activities for the full year 2024 was $54.7 billion, and primarily driven by Adjusted EBITDA, and working capital inflows of $2.1 billion, partly offset by tax payments of $12.0 billion.

    Cash flow from investing activities for the full year 2024 was an outflow of $15.2 billion and included cash capital expenditure of $21.1 billion, partly offset by divestment proceeds of $2.8 billion, and interest received of $2.4 billion.

    This Unaudited Condensed Financial Report, together with supplementary financial and operational disclosure for this quarter, is available at www.shell.com/investors 4 . Details of progress to date on the financial targets that were announced during Capital Markets Day in June 2023 is available at https://www.shell.com/progress-on-cmd24.html 4.

    1.All earnings amounts are shown post-tax, unless stated otherwise.

    2.Adjusted EBITDA is without taxation.

    3.See Reference J.

    4.Not incorporated by reference.

    FOURTH QUARTER 2024 PORTFOLIO DEVELOPMENTS

    Upstream

    In October 2024, we announced the start of production of the floating production storage and offloading facility (FPSO) Marechal Duque de Caxias in the Mero field, in the pre-salt area of the Santos Basin, offshore Brazil. Also known as Mero-3, the FPSO has an operational capacity of 180,000 barrels of oil per day (Shell share 19.3%).

    In December 2024, we, along with Equinor ASA, announced the combination of our UK offshore oil and gas assets and expertise to form a new company which will be the UK North Sea’s biggest independent producer. On deal completion, the new independent producer will be jointly owned by Equinor (50%) and Shell (50%). Completion of the transaction remains subject to approvals and is expected by the end of 2025.

    In December 2024, we announced a final investment decision (FID) on Bonga North, a deep-water project off the coast of Nigeria. Shell (55%) operates the Bonga field in partnership with Esso Exploration and Production Nigeria Ltd. (20%), Nigerian Agip Exploration Ltd. (12.5%), and TotalEnergies Exploration and Production Nigeria Ltd. (12.5%), on behalf of the Nigerian National Petroleum Company Limited.

    In January 2025, we announced the start of production at the Shell-operated Whale floating production facility in the Gulf of Mexico. The Whale development is owned by Shell (60%, operator) and Chevron U.S.A. Inc. (40%).

             Page 2


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    4th QUARTER 2024 AND FULL YEAR UNAUDITED RESULTS

    Chemicals and Products

    In January 2025, CNOOC and Shell Petrochemicals Company Limited (CSPC), a 50:50 joint venture between Shell and CNOOC Petrochemicals Investment Ltd, has taken a FID to expand its petrochemical complex in Daya Bay, Huizhou, south China.

    Renewables and Energy Solutions

    In October 2024, we signed an agreement to acquire a 100% equity stake in RISEC Holdings, LLC, which owns a 609-megawatt (MW) two-unit combined-cycle gas turbine power plant in Rhode Island, USA. The deal was completed in January 2025.

             Page 2


    SHELL PLC
    4th QUARTER 2024 AND FULL YEAR UNAUDITED RESULTS

    PERFORMANCE BY SEGMENT

                                                         
     
    INTEGRATED GAS        
    Quarters $ million   Full year
    Q4 2024 Q3 2024 Q4 2023   Reference 2024 2023 %
    1,744    2,631    1,733    -34 Segment earnings   9,590    7,058    +36
    (421)   (240)   (2,235)     Of which: Identified items A (1,800)   (6,861)    
    2,165    2,871    3,968    -25 Adjusted Earnings A 11,390    13,919    -18
    4,568    5,234    6,584    -13 Adjusted EBITDA A 20,978    23,773    -12
    4,391    3,623    3,597    +21 Cash flow from operating activities A 16,909    17,520    -3
    1,337    1,236    1,196      Cash capital expenditure C 4,766    4,196     
    116    136    113    -15 Liquids production available for sale (thousand b/d)   132    128    +2
    4,574    4,669    4,570    -2 Natural gas production available for sale (million scf/d)   4,769    4,700    +1
    905    941    901    -4 Total production available for sale (thousand boe/d)   954    939    +2
    7.06    7.50    7.06    -6 LNG liquefaction volumes (million tonnes)   29.09    28.29    +3
    15.50    17.04    18.09    -9 LNG sales volumes (million tonnes)   65.82    67.09    -2

    1.Q4 on Q3 change

    Integrated Gas includes liquefied natural gas (LNG), conversion of natural gas into gas-to-liquids (GTL) fuels and other products. It includes natural gas and liquids exploration and extraction, and the operation of the upstream and midstream infrastructure necessary to deliver these to market. Integrated Gas also includes the marketing, trading and optimisation of LNG.

    Quarter Analysis1

    Segment earnings, compared with the third quarter 2024, reflected the net effect of lower contributions from trading and optimisation mainly driven by the comparative (non-cash) impact of expiring hedging contracts and slightly higher realised prices (decrease of $340 million), lower volumes (decrease of $283 million), and higher exploration well write-offs (increase of $275 million), partly offset by lower operating expenses (decrease of $97 million).

    Fourth quarter 2024 segment earnings also included impairment charges of $339 million and a loss of $96 million related to sale of assets, partly offset by favourable movements of $109 million relating to an accounting mismatch due to fair value accounting of commodity derivatives. These charges and favourable movements are part of identified items and compare with the third quarter 2024 which included unfavourable movements of $213 million due to the fair value accounting of commodity derivatives. As part of Shell’s normal business, commodity derivative hedge contracts are entered into for mitigation of economic exposures on future purchases, sales and inventory.

    Adjusted Earnings and Adjusted EBITDA2 were driven by the same factors as the segment earnings and adjusted for identified items.

    Cash flow from operating activities for the quarter was primarily driven by Adjusted EBITDA, net cash inflows related to derivatives of $120 million and working capital inflows of $114 million, partly offset by tax payments of $635 million.

    Total oil and gas production, compared with the third quarter 2024, decreased by 4% mainly due to planned maintenance in Pearl GTL (Qatar). LNG liquefaction volumes decreased by 6% mainly due to lower feedgas supply and fewer cargoes due to the timing of liftings.

    Full Year Analysis1

    Segment earnings, compared with the full year 2023, reflected the combined effect of lower contributions from trading and optimisation and lower realised prices (decrease of $3,819 million), partly offset by higher volumes (increase of $514 million), lower operating expenses (decrease of $478 million), and favourable deferred tax movements ($399 million).

    Full year 2024 segment earnings also included unfavourable movements of $1,088 million relating to an accounting mismatch due to fair value accounting of commodity derivatives, impairment charges of $363 million, and a net loss of $96 million related to sale of assets. These unfavourable movements and charges are part of identified items and compare with the full year 2023 which included unfavourable movements of $4,407 million due to the fair value accounting of commodity derivatives, and net impairment charges and reversals of $2,247 million. As part of Shell’s normal business, commodity derivative hedge contracts are entered into for mitigation of economic exposures on future purchases, sales and inventory.

             Page 3


    SHELL PLC
    4th QUARTER 2024 AND FULL YEAR UNAUDITED RESULTS

    Adjusted Earnings and Adjusted EBITDA2 were driven by the same factors as the segment earnings and adjusted for identified items.

    Cash flow from operating activities for the full year 2024 was primarily driven by Adjusted EBITDA, and working capital inflows of $467 million, partly offset by tax payments of $2,955 million and net cash outflows related to derivatives of $1,466 million.

    Total oil and gas production, compared with the full year 2023, increased by 2% mainly due to ramp-up of fields in Oman and Australia. LNG liquefaction volumes increased by 3% mainly due to lower maintenance in Australia.

    1.All earnings amounts are shown post-tax, unless stated otherwise.

    2.Adjusted EBITDA is without taxation.

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    SHELL PLC
    4th QUARTER 2024 AND FULL YEAR UNAUDITED RESULTS

                                                         
     
    UPSTREAM          
    Quarters $ million   Full year
    Q4 2024 Q3 2024 Q4 2023   Reference 2024 2023 %
    1,031    2,289    2,151    -55 Segment earnings   7,772    8,539    -9
    (651)   (153)   (909)     Of which: Identified items A (623)   (1,267)    
    1,682    2,443    3,060    -31 Adjusted Earnings A 8,395    9,806    -14
    7,676    7,871    7,872    -2 Adjusted EBITDA A 31,264    30,622    +2
    4,509    5,268    5,787    -14 Cash flow from operating activities A 21,244    21,450    -1
    2,076    1,974    2,436      Cash capital expenditure C 7,890    8,343     
    1,332    1,321    1,361    +1 Liquids production available for sale (thousand b/d)   1,320    1,325   
    3,056    2,844    2,952    +7 Natural gas production available for sale (million scf/d)   2,964    2,754    +8
    1,859    1,811    1,870    +3 Total production available for sale (thousand boe/d)   1,831    1,800    +2

    1.Q4 on Q3 change

    The Upstream segment includes exploration and extraction of crude oil, natural gas and natural gas liquids. It also markets and transports oil and gas, and operates the infrastructure necessary to deliver them to the market.

    Quarter Analysis1

    Segment earnings, compared with the third quarter 2024, reflected higher operating expenses (increase of $291 million), higher exploration well write-offs (increase of $283 million), unfavourable tax movements ($245 million) and lower realised liquids prices (decrease of $227 million), partly offset by higher volumes (increase of $370 million).

    Fourth quarter 2024 segment earnings also included a loss of $161 million related to the impact of the weakening Brazilian real on a deferred tax position, and net impairment charges and reversals of $152 million. These charges are part of identified items, and compare with the third quarter 2024 which included charges of $138 million related to redundancy and restructuring and charges of $104 million related to decommissioning provisions.

    Adjusted Earnings and Adjusted EBITDA2 were driven by the same factors as the segment earnings and adjusted for identified items.

    Cash flow from operating activities for the quarter was primarily driven by Adjusted EBITDA, partly offset by tax payments of $2,019 million and working capital outflows of $611 million.

    Total production, compared with the third quarter 2024, increased mainly due to new oil production and lower scheduled maintenance.

    Full Year Analysis1

    Segment earnings, compared with the full year 2023, reflected unfavourable tax movements ($1,289 million), lower realised prices (decrease of $949 million) and higher exploration well write-offs (increase of $541 million), partly offset by the comparative favourable impact of $962 million mainly relating to gas storage effects.

    Full year 2024 segment earnings also included a loss of $325 million related to the impact of the weakening Brazilian real on a deferred tax position, net impairment charges and reversals of $323 million and charges of $214 million related to redundancy and restructuring, partly offset by gains of $638 million related to the impact of inflationary adjustments in Argentina on a deferred tax position. These charges and gains are part of identified items, and compare with the full year 2023 which included net impairment charges and reversals of $642 million, and net charges of $295 million related to the impact of the weakening Argentine peso and strengthening Brazilian real on a deferred tax position.

    Adjusted Earnings and Adjusted EBITDA2 were driven by the same factors as the segment earnings and adjusted for identified items.

    Cash flow from operating activities for the full year 2024 was primarily driven by Adjusted EBITDA, partly offset by tax payments of $7,851 million and the timing impact of dividends (net of profits) from joint ventures and associates of $946 million.

    Total production, compared with the full year 2023, increased mainly due to new oil production, partly offset by field decline.

    1.All earnings amounts are shown post-tax, unless stated otherwise.

    2.Adjusted EBITDA is without taxation.

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    SHELL PLC
    4th QUARTER 2024 AND FULL YEAR UNAUDITED RESULTS

                                                         
     
    MARKETING        
    Quarters $ million   Full year
    Q4 2024 Q3 2024 Q4 2023   Reference 2024 2023 %
    103    760    226    -86 Segment earnings2   1,894    3,058    -38
    (736)   (422)   (567)     Of which: Identified items2 A (1,991)   (254)    
    839    1,182    794    -29 Adjusted Earnings2 A 3,885    3,312    +17
    1,709    2,081    1,500    -18 Adjusted EBITDA2 A 7,476    6,337    +18
    1,363    2,722    1,767    -50 Cash flow from operating activities2 A 7,363    5,561    +32
    811    525    1,385      Cash capital expenditure2 C 2,445    5,790     
    2,795    2,945    2,997    -5 Marketing sales volumes (thousand b/d)2   2,843    3,045    -7

    1.Q4 on Q3 change

    2.Wholesale commercial fuels, previously reported in the Chemicals and Products segment, is reported in the Marketing segment (Mobility) with effect from Q1 2024. Comparative information for the Marketing segment and the Chemicals and Products segment has been revised.

    The Marketing segment comprises the Mobility, Lubricants, and Sectors and Decarbonisation businesses. The Mobility business operates Shell’s retail network including electric vehicle charging services and the Wholesale commercial fuels business which provides fuels for transport, industry and heating. The Lubricants business produces, markets and sells lubricants for road transport, and machinery used in manufacturing, mining, power generation, agriculture and construction. The Sectors and Decarbonisation business sells fuels, speciality products and services including low-carbon energy solutions to a broad range of commercial customers including the aviation, marine, and agricultural sectors.

    Quarter Analysis1

    Segment earnings, compared with the third quarter 2024, reflected lower Marketing margins (decrease of $395 million) mainly due to seasonal impact of lower volumes and lower Mobility unit margins as well as lower Sectors and Decarbonisation and Lubricants margins. These were partly offset by lower operating expenses (decrease of $118 million).

    Fourth quarter 2024 segment earnings also included impairment charges of $458 million, and net losses of $247 million related to sale of assets. These charges are part of identified items, and compare with the third quarter 2024 impairment charges of $179 million, charges of $98 million related to redundancy and restructuring, and net losses of $84 million related to sale of assets.

    Adjusted Earnings and Adjusted EBITDA2 were driven by the same factors as the segment earnings and adjusted for identified items.

    Cash flow from operating activities for the quarter was primarily driven by Adjusted EBITDA, working capital inflows of $845 million, and dividends (net of profits) from joint ventures and associates of $172 million. These inflows were partly offset by outflows relating to the timing impact of payments relating to emission certificates and biofuel programmes of $1,187 million and tax payments of $130 million.

    Marketing sales volumes (comprising hydrocarbon sales), compared with the third quarter 2024, decreased mainly due to seasonality.

    Full Year Analysis1

    Segment earnings, compared with the full year 2023, reflected higher Marketing margins (increase of $483 million) including higher unit margins in Lubricants and Mobility partly offset by lower Sectors and Decarbonisation margins. Segment earnings also reflected lower operating expenses (decrease of $449 million). These were partly offset by unfavourable tax movements ($157 million) and higher depreciation charges (increase of $142 million).

    Full year 2024 segment earnings also included impairment charges of $1,423 million mainly relating to an asset in the Netherlands, net losses of $386 million related to the sale of assets and charges of $215 million related to redundancy and restructuring. These charges are part of identified items and compare with the full year 2023 which included net impairment charges and reversals of $466 million, and charges of $113 million related to redundancy and restructuring partly offset by gains of $298 million related to indirect tax credits.

    Adjusted Earnings and Adjusted EBITDA2 were driven by the same factors as the segment earnings and adjusted for identified items.

    Cash flow from operating activities for the full year 2024 was primarily driven by Adjusted EBITDA, working capital inflows of $998 million, and dividends (net of profits) from joint ventures and associates of $262 million. These inflows

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    SHELL PLC
    4th QUARTER 2024 AND FULL YEAR UNAUDITED RESULTS

    were partly offset by tax payments of $562 million, non-cash cost of supplies adjustment of $254 million, and outflows relating to the timing impact of payments relating to emission certificates and biofuel programmes of $221 million.

    Marketing sales volumes (comprising hydrocarbon sales), compared with the full year 2023, decreased mainly in Mobility including increased focus on value over volume.

    1.All earnings amounts are shown post-tax, unless stated otherwise.

    2.Adjusted EBITDA is without taxation.

             Page 7


    SHELL PLC
    4th QUARTER 2024 AND FULL YEAR UNAUDITED RESULTS

                                                         
     
    CHEMICALS AND PRODUCTS        
    Quarters $ million   Full year
    Q4 2024 Q3 2024 Q4 2023   Reference 2024 2023 %
    (328)   341    (1,828)   -196 Segment earnings2   1,757    1,482    +19
    (99)   (122)   (1,857)     Of which: Identified items2 A (1,177)   (2,135)    
    (229)   463    29    -150 Adjusted Earnings2 A 2,934    3,617    -19
    475    1,240    670    -62 Adjusted EBITDA2 A 6,783    7,489    -9
    2,032    3,321    1,150    -39 Cash flow from operating activities2 A 7,253    7,513    -3
    1,392    761    986      Cash capital expenditure2 C 3,290    3,013     
    1,215    1,305    1,315    -7 Refinery processing intake (thousand b/d)   1,344    1,349   
    2,926    3,015    2,588    -3 Chemicals sales volumes (thousand tonnes)   11,875    11,245    +6

    1.Q4 on Q3 change

    2.Wholesale commercial fuels, previously reported in the Chemicals and Products segment, is reported in the Marketing segment (Mobility) with effect from Q1 2024. Comparative information for the Marketing segment and the Chemicals and Products segment has been revised.

    The Chemicals and Products segment includes chemicals manufacturing plants with their own marketing network, and refineries which turn crude oil and other feedstocks into a range of oil products which are moved and marketed around the world for domestic, industrial and transport use. The segment also includes the pipeline business, trading and optimisation of crude oil, oil products and petrochemicals, and Oil Sands activities (the extraction of bitumen from mined oil sands and its conversion into synthetic crude oil).

    Quarter Analysis1

    Segment earnings, compared with the third quarter 2024, reflected lower Products margins (decrease of $442 million) mainly driven by lower margins from trading and optimisation. Segment earnings also reflected lower Chemicals margins (decrease of $138 million) mainly due to lower realised prices. In addition, the fourth quarter 2024 reflected unfavourable tax movements ($67 million).

    Fourth quarter 2024 segment earnings also included net impairment charges and reversals of $224 million, partly offset by favourable deferred tax movements of $114 million. These charges and favourable movements are part of identified items, and compare with the third quarter 2024 which included charges of $101 million related to redundancy and restructuring, and net impairment charges and reversals of $92 million, partly offset by favourable movements of $95 million relating to an accounting mismatch due to fair value accounting of commodity derivatives. As part of Shell’s normal business, commodity derivative hedge contracts are entered into for mitigation of economic exposures on future purchases, sales and inventory.

    Adjusted Earnings and Adjusted EBITDA2 were driven by the same factors as the segment earnings and adjusted for identified items. In the fourth quarter 2024, Chemicals had negative Adjusted Earnings of $258 million and Products had positive Adjusted Earnings of $29 million.

    Cash flow from operating activities for the quarter was primarily driven by working capital inflows of $1,394 million, Adjusted EBITDA, net cash inflows relating to commodity derivatives of $230 million, dividends (net of profits) from joint ventures and associates of $139 million, and non-cash cost of supplies adjustment of $73 million. These inflows were partly offset by outflows relating to the timing impact of payments relating to emission certificates and biofuel programmes of $371 million.

    Chemicals manufacturing plant utilisation was 75% compared with 76% in the third quarter 2024.

    Refinery utilisation was 76% compared with 81% in the third quarter 2024, mainly due to higher planned maintenance.

    Full Year Analysis1

    Segment earnings, compared with the full year 2023, reflected lower Products margins (decrease of $1,832 million), mainly driven by lower refining margins, and unfavourable tax movements ($248 million). These were partly offset by lower operating expenses (decrease of $812 million) and higher Chemicals margins (increase of $602 million).

    Full year 2024 segment earnings also included net impairment charges and reversals of $1,176 million mainly relating to assets in Singapore, charges of $142 million related to redundancy and restructuring, and unfavourable movements of $86 million relating to an accounting mismatch due to fair value accounting of commodity derivatives, partly offset by favourable deferred tax movements of $114 million. These charges and movements are part of identified items, and compare with the full year 2023 which included net impairment charges and reversals of $2,195 million mainly relating to

             Page 8


    SHELL PLC
    4th QUARTER 2024 AND FULL YEAR UNAUDITED RESULTS

    the Chemicals assets in Singapore, and charges of $82 million related to redundancy and restructuring partly offset by favourable movements of $214 million relating to an accounting mismatch due to fair value accounting of commodity derivatives. As part of Shell’s normal business, commodity derivative hedge contracts are entered into for mitigation of economic exposures on future purchases, sales and inventory.

    Adjusted Earnings and Adjusted EBITDA2 were driven by the same factors as the segment earnings and adjusted for identified items. In the full year 2024, Chemicals had negative Adjusted Earnings of $432 million and Products had positive Adjusted Earnings of $3,366 million.

    Cash flow from operating activities for the full year 2024 was primarily driven by Adjusted EBITDA, working capital inflows of $524 million, dividends (net of profits) from joint ventures and associates of $304 million and net cash inflows relating to commodity derivatives of $219 million. These inflows were partly offset by cash outflows relating to legal provisions of $215 million, tax payments of $146 million, cash outflows relating to the timing impact of payments relating to emission certificates and biofuel programmes of $114 million, and non-cash cost of supplies adjustment of $109 million.

    Chemicals manufacturing plant utilisation was 76% compared with 68% in the full year 2023, mainly due to economic optimisation in the full year 2023. The increase was also driven by ramp-up of Shell Polymers Monaca and lower unplanned maintenance in the full year 2024.

    Refinery utilisation was 85% compared with 85% in the full year 2023.

    1.All earnings amounts are shown post-tax, unless stated otherwise.

    2.Adjusted EBITDA is without taxation.

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    4th QUARTER 2024 AND FULL YEAR UNAUDITED RESULTS

                                                         
     
    RENEWABLES AND ENERGY SOLUTIONS        
    Quarters $ million   Full year
    Q4 2024 Q3 2024 Q4 2023   Reference 2024 2023 %
    (1,226)   (481)   (272)   -155 Segment earnings   (1,229)   3,089    -140
    (914)   (319)   (445)     Of which: Identified items A (732)   2,333     
    (311)   (162)   173    -92 Adjusted Earnings A (497)   756    -166
    (123)   (75)   253    -64 Adjusted EBITDA A (22)   1,481    -101
    850    (364)   (1,265)   +333 Cash flow from operating activities A 3,798    2,984    +27
    1,277    409    1,026      Cash capital expenditure C 2,549    2,681     
    76    79    68    -4 External power sales (terawatt hours)2   306    279    +10
    165    148    175    +11 Sales of pipeline gas to end-use customers (terawatt hours)3   652    738    -12

    1.Q4 on Q3 change

    2.Physical power sales to third parties; excluding financial trades and physical trade with brokers, investors, financial institutions, trading platforms, and wholesale traders.

    3.Physical natural gas sales to third parties; excluding financial trades and physical trade with brokers, investors, financial institutions, trading platforms, and wholesale traders. Excluding sales of natural gas by other segments and LNG sales.

    Renewables and Energy Solutions includes activities such as renewable power generation, the marketing and trading and optimisation of power and pipeline gas, as well as carbon credits, and digitally enabled customer solutions. It also includes the production and marketing of hydrogen, development of commercial carbon capture and storage hubs, investment in nature-based projects that avoid or reduce carbon emissions, and Shell Ventures, which invests in companies that work to accelerate the energy and mobility transformation.

    Quarter Analysis1

    Segment earnings, compared with the third quarter 2024, reflected unfavourable one-off tax movements ($107 million), and higher operating expenses (increase of $71 million).

    Fourth quarter 2024 segment earnings also included impairment charges of $996 million mainly relating to renewable generation assets in North America, partly offset by favourable movements of $50 million relating to an accounting mismatch due to fair value accounting of commodity derivatives. These charges and favourable movements are part of identified items and compare with the third quarter 2024 which included unfavourable movements of $279 million due to the fair value accounting of commodity derivatives. As part of Shell’s normal business, commodity derivative hedge contracts are entered into for mitigation of economic exposures on future purchases, sales and inventory.

    Adjusted Earnings and Adjusted EBITDA2 were driven by the same factors as the segment earnings and adjusted for identified items. Most Renewables and Energy Solutions activities were loss-making in the fourth quarter 2024.

    Cash flow from operating activities for the quarter was primarily driven by net cash inflows related to derivatives of $533 million, and working capital inflows of $353 million, partly offset by Adjusted EBITDA.

    Full Year Analysis1

    Segment earnings, compared with the full year 2023, reflected lower margins (decrease of $1,719 million) mainly from trading and optimisation primarily in Europe due to lower volatility, partly offset by lower operating expenses (decrease of $632 million).

    Full year 2024 segment earnings also included net impairment charges and reversals of $1,085 million mainly relating to renewable generation assets in North America, partly offset by favourable movements of $300 million relating to an accounting mismatch due to fair value accounting of commodity derivatives and a net gain on sale of assets of $94 million. These net charges and favourable movements are part of identified items and compare with the full year 2023 which included favourable movements of $2,756 million due to the fair value accounting of commodity derivatives partly offset by net impairment charges and reversals of $669 million. As part of Shell’s normal business, commodity derivative hedge contracts are entered into for mitigation of economic exposures on future purchases, sales and inventory.

    Adjusted Earnings and Adjusted EBITDA2 were driven by the same factors as the segment earnings and adjusted for identified items. Most Renewables and Energy Solutions activities were loss-making for the full year 2024, which was partly offset by positive Adjusted Earnings from trading and optimisation.

             Page 10


    SHELL PLC
    4th QUARTER 2024 AND FULL YEAR UNAUDITED RESULTS

    Cash flow from operating activities for the full year 2024 was primarily driven by net cash inflows related to derivatives of $3,012 million, and working capital inflows of $923 million, partly offset by tax payments of $457 million and Adjusted EBITDA.

    1.All earnings amounts are shown post-tax, unless stated otherwise.

    2.Adjusted EBITDA is without taxation.

    Additional Growth Measures

                                                         
    Quarters     Full year
    Q4 2024 Q3 2024 Q4 2023     2024 2023 %
            Renewable power generation capacity (gigawatt):        
    3.4    3.4    2.5    – In operation2   3.4    2.5    +34
    4.0    3.9    4.1    +2 – Under construction and/or committed for sale3   4.0    4.1    -1

    1.Q4 on Q3 change

    2.Shell’s equity share of renewable generation capacity post commercial operation date. It excludes Shell’s equity share of associates where information cannot be obtained.

    3.Shell’s equity share of renewable generation capacity under construction and/or committed for sale under long-term offtake agreements (PPA). It excludes Shell’s equity share of associates where information cannot be obtained.

                                             
     
    CORPORATE      
    Quarters $ million   Full year
    Q4 2024 Q3 2024 Q4 2023   Reference 2024 2023
    (335)   (647)   (629)   Segment earnings1   (2,992)   (2,944)  
    45    (3)   (19)   Of which: Identified items A (1,024)   (69)  
    (380)   (643)   (609)   Adjusted Earnings1 A (1,968)   (2,875)  
    (24)   (346)   (544)   Adjusted EBITDA1 A (675)   (1,164)  
    16    115    1,540    Cash flow from operating activities A (1,882)   (832)  

    1.From the first quarter 2024, Shell’s longer-term innovation portfolio is managed centrally and hence reported as part of the Corporate segment (previously all other segments). Prior period comparatives have been revised to conform with current year presentation with an offsetting impact on all the other segments.

    The Corporate segment covers the non-operating activities supporting Shell. It comprises Shell’s holdings and treasury organisation, headquarters and central functions, self-insurance activities and centrally managed longer-term innovation portfolio. All finance expense, income and related taxes are included in Corporate segment earnings rather than in the earnings of business segments.

    Quarter Analysis1

    Segment earnings, compared with the third quarter 2024, reflected favourable tax movements and favourable currency exchange rate effects.

    Adjusted EBITDA2 was mainly driven by favourable currency exchange rate effects.

    Full Year Analysis1

    Segment earnings, compared with the full year 2023, were primarily driven by favourable tax movements, favourable net interest movements and favourable currency exchange rate effects.

    Full year 2024 segment earnings also included reclassifications from equity to profit and loss of cumulative currency translation differences related to funding structures resulting in unfavourable movements of $1,122 million. These reclassifications are included in identified items.

    Adjusted EBITDA2 was mainly driven by favourable currency exchange rate effects and lower operating expenses.

    1.All earnings amounts are shown post-tax, unless stated otherwise.

    2.Adjusted EBITDA is without taxation.

             Page 11


    SHELL PLC
    4th QUARTER 2024 AND FULL YEAR UNAUDITED RESULTS

    PRELIMINARY RESERVES UPDATE

    When final volumes are reported in the 2024 Annual Report and Accounts and 2024 Form 20-F, Shell expects that SEC proved oil and gas reserves additions before taking into account production will be approximately 0.9 billion boe, and that 2024 production will be approximately 1.1 billion boe. As a result, total proved reserves on an SEC basis are expected to be approximately 9.6 billion boe1, 2, 3. Acquisitions and divestments of 2024 reserves are expected to account for a net increase of approximately 0.05 billion boe.

    The proved Reserves Replacement Ratio on an SEC basis is expected to be 85% for the year (106% without debooking Groundbirch because of the low average AECO price in 2024) and 108% for the 3-year average. Excluding the impact of acquisitions and divestments, the proved Reserves Replacement Ratio is expected to be 80% (102% without debooking Groundbirch) for the year and 68% for the 3-year average.

    Further information will be provided in the 2024 Annual Report and Accounts and 2024 Form 20-F.

    1.Pursuant to our 2017 agreement with Canadian Natural Resources Limited, our remaining mining interest and associated synthetic crude oil reserves will be swapped for an additional 10% interest in the Scotford upgrader and Quest CCS project. The transaction is expected to close by the end of the first quarter 2025, subject to regulatory approvals. The associated proved reserves at December 31, 2024 are 0.7 billion barrels (of which 50% attributable to non-controlling interest).

    2.On January 16, 2024, we announced an agreement to sell our Nigerian onshore subsidiary The Shell Petroleum Development Company of Nigeria Limited (SPDC) which holds a 30% interest in the SPDC JV to Renaissance, subject to various conditions. As of December 31, 2024, we had proved reserves of 0.5 billion boe in SPDC.

    3.In December 2024, we, along with Equinor ASA, announced the combination of our UK offshore oil and gas assets and expertise to form a new company which will be the UK North Sea’s biggest independent producer. On deal completion, the new independent producer will be jointly owned by Equinor (50%) and Shell (50%) and 0.16 billion boe (as of December 31, 2024) of Shell’s proved reserves will be contributed to the new joint venture alongside proved reserves contributed by Equinor. Subsequently, Shell will report 50% of the proved reserves of the new joint venture as part of Shell’s share of proved reserves from joint ventures and associates.

             Page 12


    SHELL PLC
    4th QUARTER 2024 AND FULL YEAR UNAUDITED RESULTS

    OUTLOOK FOR THE FIRST QUARTER 2025

    Full year 2024 cash capital expenditure was $21 billion. Our cash capital expenditure range for the full year 2025 is expected to be lower than our 2024 range, with more guidance to come at the Capital Markets Day 2025.

    Integrated Gas production is expected to be approximately 930 – 990 thousand boe/d. First quarter 2025 outlook reflects Pearl GTL back in operation after a major turnaround. LNG liquefaction volumes are expected to be approximately 6.6 – 7.2 million tonnes.

    Upstream production is expected to be approximately 1,750 – 1,950 thousand boe/d.

    Marketing sales volumes are expected to be approximately 2,500 – 3,000 thousand b/d.

    Refinery utilisation is expected to be approximately 80% – 88%. Chemicals manufacturing plant utilisation is expected to be approximately 78% – 86%.

    Corporate Adjusted Earnings were a net expense of $380 million1 for the fourth quarter 2024. Corporate Adjusted Earnings2 are expected to be a net expense of approximately $400 – $600 million in the first quarter 2025.

    1.From the first quarter 2024, Shell’s longer-term innovation portfolio is managed centrally and hence reported as part of the Corporate segment (previously all other segments). Prior period comparatives have been revised to conform with current year presentation with an offsetting impact on all the other segments.

    2.For the definition of Adjusted Earnings and the most comparable GAAP measure please see reference A.

    FORTHCOMING EVENTS

               
     
    Date Event
    February 25, 2025 Shell LNG Outlook 2025 publication
       
    March 25, 2025 Publication of Annual Report and Accounts and filing of Form 20-F for the year ended December 31, 2024
    March 25, 2025 Capital Markets Day 2025
    May 2, 2025 First quarter 2025 results and dividends
    May 20, 2025 Annual General Meeting
    July 31, 2025 Second quarter 2025 results and dividends
    October 30, 2025 Third quarter 2025 results and dividends

             Page 13


    SHELL PLC
    4th QUARTER 2024 AND FULL YEAR UNAUDITED RESULTS

    UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                       
     
    CONSOLIDATED STATEMENT OF INCOME    
    Quarters $ million Full year
    Q4 2024 Q3 2024 Q4 2023   2024 2023
    66,281    71,089    78,732    Revenue1 284,312    316,620   
    (156)   933    768    Share of profit/(loss) of joint ventures and associates 2,993    3,725   
    683    440    631    Interest and other income/(expenses)2 1,724    2,838   
    66,807    72,462    80,131    Total revenue and other income/(expenses) 289,029    323,183   
    43,610    48,225    54,745    Purchases 188,120    212,883   
    5,839    6,138    6,807    Production and manufacturing expenses 23,379    25,240   
    3,231    3,139    3,621    Selling, distribution and administrative expenses 12,439    13,433   
    331    294    469    Research and development 1,099    1,287   
    861    305    467    Exploration 2,411    1,750   
    7,520    5,916    11,221    Depreciation, depletion and amortisation2 26,872    31,290   
    1,213    1,174    1,166    Interest expense 4,787    4,673   
    62,605    65,190    78,496    Total expenditure 259,107    290,556   
    4,205    7,270    1,635    Income/(loss) before taxation 29,922    32,627   
    3,164    2,879    1,099    Taxation charge/(credit)2 13,401    12,991   
    1,041    4,391    536    Income/(loss) for the period 16,521    19,636   
    113    100    62    Income/(loss) attributable to non-controlling interest 427    277   
    928    4,291    474    Income/(loss) attributable to Shell plc shareholders 16,093    19,359   
    0.15    0.69    0.07    Basic earnings per share ($)3 2.55    2.88   
    0.15    0.68    0.07    Diluted earnings per share ($)3 2.53    2.85   

    1.See Note 2 “Segment information”.

    2.See Note 8 “Other notes to the unaudited Condensed Consolidated Financial Statements”.

    3.See Note 4 “Earnings per share”.

                                       
     
    CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME    
    Quarters $ million Full year
    Q4 2024 Q3 2024 Q4 2023   2024 2023
    1,041    4,391    536    Income/(loss) for the period 16,521    19,636   
          Other comprehensive income/(loss) net of tax:    
          Items that may be reclassified to income in later periods:    
    (4,899)   2,947    2,571    – Currency translation differences1 (3,248)   1,397   
    (11)   35    29    – Debt instruments remeasurements   41   
    224    (75)   11    – Cash flow hedging gains/(losses) 216    71   
    —    —    —    – Net investment hedging gains/(losses) —    (44)  
    (50)   (2)   (53)   – Deferred cost of hedging (73)   (148)  
    (91)   35    135    – Share of other comprehensive income/(loss) of joint ventures and associates (118)   18   
    (4,827)   2,940    2,692    Total (3,217)   1,335   
          Items that are not reclassified to income in later periods:    
    239    419    (1,207)   – Retirement benefits remeasurements 1,407    (1,083)  
    (50)   80    (84)   – Equity instruments remeasurements 28    (99)  
    46    (53)   (186)   – Share of other comprehensive income/(loss) of joint ventures and associates 47    (201)  
    235    446    (1,477)   Total 1,482    (1,383)  
    (4,592)   3,386    1,215    Other comprehensive income/(loss) for the period (1,735)   (48)  
    (3,552)   7,777    1,750    Comprehensive income/(loss) for the period 14,786    19,588   
    50    177    96    Comprehensive income/(loss) attributable to non-controlling interest 407    312   
    (3,602)   7,600    1,654    Comprehensive income/(loss) attributable to Shell plc shareholders 14,379    19,276   

    1.See Note 8 “Other notes to the unaudited Condensed Consolidated Financial Statements”.

             Page 14


    SHELL PLC
    4th QUARTER 2024 AND FULL YEAR UNAUDITED RESULTS

                     
     
    CONDENSED CONSOLIDATED BALANCE SHEET
    $ million    
      December 31, 2024 December 31, 2023
    Assets    
    Non-current assets    
    Goodwill 16,032    16,660   
    Other intangible assets 9,480    10,253   
    Property, plant and equipment 185,219    194,835   
    Joint ventures and associates 23,445    24,457   
    Investments in securities 2,255    3,246   
    Deferred tax 6,857    6,454   
    Retirement benefits1 10,003    9,151   
    Trade and other receivables 6,018    6,298   
    Derivative financial instruments² 374    801   
      259,681    272,155   
    Current assets    
    Inventories 23,426    26,019   
    Trade and other receivables 45,860    53,273   
    Derivative financial instruments² 9,673    15,098   
    Cash and cash equivalents 39,110    38,774   
      118,069    133,164   
    Assets classified as held for sale1 9,857    951   
      127,926    134,115   
    Total assets 387,607    406,270   
    Liabilities    
    Non-current liabilities    
    Debt 65,448    71,610   
    Trade and other payables 3,290    3,103   
    Derivative financial instruments² 2,185    2,301   
    Deferred tax 13,505    15,347   
    Retirement benefits1 6,752    7,549   
    Decommissioning and other provisions 21,227    22,531   
      112,408    122,441   
    Current liabilities    
    Debt 11,630    9,931   
    Trade and other payables 60,693    68,237   
    Derivative financial instruments² 7,391    9,529   
    Income taxes payable 4,648    3,422   
    Decommissioning and other provisions 4,469    4,041   
      88,831    95,160   
    Liabilities directly associated with assets classified as held for sale1 6,203    307   
      95,034    95,467   
    Total liabilities 207,442    217,908   
    Equity attributable to Shell plc shareholders 178,303    186,607   
    Non-controlling interest 1,861    1,755   
    Total equity 180,165    188,362   
    Total liabilities and equity 387,607    406,270   

    1.    See Note 8 “Other notes to the unaudited Condensed Consolidated Financial Statements”.

    2.    See Note 7 “Derivative financial instruments and debt excluding lease liabilities”.

             Page 15


    SHELL PLC
    4th QUARTER 2024 AND FULL YEAR UNAUDITED RESULTS

                                                         
     
    CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
      Equity attributable to Shell plc shareholders      
    $ million Share capital1 Shares held in trust Other reserves² Retained earnings Total Non-controlling interest   Total equity
    At January 1, 2024 544    (997)   21,145    165,915    186,607    1,755      188,362   
    Comprehensive income/(loss) for the period —    —    (1,715)   16,093    14,378    407      14,785   
    Transfer from other comprehensive income —    —    193    (193)   —    —      —   
    Dividends³ —    —    —    (8,669)   (8,669)   (308)     (8,976)  
    Repurchases of shares4 (34)   —    34    (14,057)   (14,057)   —      (14,057)  
    Share-based compensation —    194    109    (354)   (52)   —      (52)  
    Other changes —    —    —    96    96        103   
    At December 31, 2024 510    (804)   19,766    158,832    178,303    1,861      180,165   
    At January 1, 2023 584    (726)   21,132    169,482    190,472    2,125      192,597   
    Comprehensive income/(loss) for the period —    —    (83)   19,359    19,276    312      19,588   
    Transfer from other comprehensive income —    —    (112)   112    —    —      —   
    Dividends3 —    —    —    (8,389)   (8,389)   (764)     (9,153)  
    Repurchases of shares4 (40)   —    40    (14,571)   (14,571)   —      (14,571)  
    Share-based compensation —    (271)   168    (85)   (188)   —      (188)  
    Other changes —    —    —        82      89   
    At December 31, 2023 544    (997)   21,145    165,915    186,607    1,755      188,362   

    1.    See Note 5 “Share capital”.

    2.    See Note 6 “Other reserves”.

    3.    The amount charged to retained earnings is based on prevailing exchange rates on payment date.

    4.     Includes shares committed to repurchase under an irrevocable contract and repurchases subject to settlement at the end of the quarter.

             Page 16


    SHELL PLC
    4th QUARTER 2024 AND FULL YEAR UNAUDITED RESULTS

                                             
     
    CONSOLIDATED STATEMENT OF CASH FLOWS    
    Quarters $ million Full year
    Q4 2024   Q3 2024 Q4 2023   2024 2023
    4,205      7,270    1,635    Income before taxation for the period 29,922    32,627   
            Adjustment for:    
    665      554    571    – Interest expense (net) 2,415    2,360   
    7,520      5,916    11,221    – Depreciation, depletion and amortisation1 26,872    31,290   
    649      150    243    – Exploration well write-offs 1,622    868   
    288      154    (222)   – Net (gains)/losses on sale and revaluation of non-current assets and businesses 288    (246)  
    156      (933)   (768)   – Share of (profit)/loss of joint ventures and associates (2,993)   (3,725)  
    1,241      860    1,145    – Dividends received from joint ventures and associates 3,632    3,674   
    131      2,705    4,088    – (Increase)/decrease in inventories 1,273    6,325   
    751      4,057    (704)   – (Increase)/decrease in current receivables 6,578    12,401   
    1,524      (4,096)   (701)   – Increase/(decrease) in current payables2 (5,789)   (11,581)  
    111      735    328    – Derivative financial instruments 2,484    (5,723)  
    (58)     125    (68)   – Retirement benefits (326)   (37)  
    (256)     359    430    – Decommissioning and other provisions2 (828)   220   
    (856)     (144)   (1,021)   – Other1 1,536    (550)  
    (2,910)     (3,028)   (3,604)   Tax paid (12,002)   (13,712)  
    13,162      14,684    12,575    Cash flow from operating activities 54,684    54,191   
    (6,486)     (4,690)   (6,960)      Capital expenditure (19,601)   (22,993)  
    (421)     (222)   (109)      Investments in joint ventures and associates (1,404)   (1,202)  
    (17)     (38)   (44)      Investments in equity securities (80)   (197)  
    (6,924)     (4,950)   (7,113)   Cash capital expenditure (21,084)   (24,392)  
    493      94    540    Proceeds from sale of property, plant and equipment and businesses 1,621    2,565   
    305      94    49    Proceeds from joint ventures and associates from sale, capital reduction and repayment of long-term loans 590    474   
          24    Proceeds from sale of equity securities 582    51   
    581      593    568    Interest received 2,399    2,124   
    1,762      1,074    960    Other investing cash inflows1 4,576    4,269   
    (655)     (769)   (685)   Other investing cash outflows (3,838)   (2,825)  
    (4,431)     (3,857)   (5,657)   Cash flow from investing activities (15,154)   (17,734)  
    65      (89)   (27)   Net increase/(decrease) in debt with maturity period within three months (310)   (211)  
            Other debt:    
    (13)     78    64    – New borrowings 363    1,029   
    (2,664)     (1,322)   (4,054)   – Repayments (9,672)   (10,650)  
    (1,379)     (979)   (1,366)   Interest paid (4,557)   (4,441)  
    (833)     652    702    Derivative financial instruments (594)   723   
    (10)     —    (1)   Change in non-controlling interest (15)   (22)  
            Cash dividends paid to:    
    (2,114)     (2,167)   (2,201)   – Shell plc shareholders (8,668)   (8,393)  
    (53)     (92)   (128)   – Non-controlling interest (295)   (764)  
    (3,579)     (3,537)   (3,977)   Repurchases of shares (13,898)   (14,617)  
    (309)       (714)   Shares held in trust: net sales/(purchases) and dividends received (789)   (889)  
    (10,889)     (7,452)   (11,703)   Cash flow from financing activities (38,434)   (38,235)  
    (985)     729    529    Effects of exchange rate changes on cash and cash equivalents (761)   306   
    (3,142)     4,105    (4,256)   Increase/(decrease) in cash and cash equivalents 336    (1,472)  
    42,252      38,148    43,031    Cash and cash equivalents at beginning of period 38,774    40,246   
    39,110      42,252    38,774    Cash and cash equivalents at end of period 39,110    38,774   

    1.See Note 8 “Other notes to the unaudited Condensed Consolidated Financial Statements”.

    2.To further enhance consistency between working capital and the Balance Sheet and the Statement of Cash Flows, from January 1, 2024, onwards movements in current other provisions are recognised in ‘Decommissioning and other provisions’ instead of ‘Increase/(decrease) in current payables’. Comparatives for the fourth quarter 2023 and the full year 2023 have been reclassified accordingly by $653 million and $693 million respectively to conform with current period presentation.

             Page 17


    SHELL PLC
    4th QUARTER 2024 AND FULL YEAR UNAUDITED RESULTS

    NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

    1. Basis of preparation

    These unaudited Condensed Consolidated Financial Statements of Shell plc (“the Company”) and its subsidiaries (collectively referred to as “Shell”) have been prepared on the basis of the same accounting principles as those used in the Company’s Annual Report and Accounts (pages 244 to 316) for the year ended December 31, 2023, as filed with the Registrar of Companies for England and Wales and as filed with the Autoriteit Financiële Markten (the Netherlands) and Form 20-F (pages 217 to 290) for the year ended December 31, 2023, as filed with the US Securities and Exchange Commission, and should be read in conjunction with these filings.

    The financial information presented in the unaudited Condensed Consolidated Financial Statements does not constitute statutory accounts within the meaning of section 434(3) of the Companies Act 2006 (“the Act”). Statutory accounts for the year ended December 31, 2023, were published in Shell’s Annual Report and Accounts, a copy of which was delivered to the Registrar of Companies for England and Wales, and in Shell’s Form 20-F. The auditor’s report on those accounts was unqualified, did not include a reference to any matters to which the auditor drew attention by way of emphasis without qualifying the report and did not contain a statement under sections 498(2) or 498(3) of the Act. The statutory accounts for the year ended December 31, 2024, will be delivered to the Registrar of Companies for England and Wales in due course.

    2. Segment information

    Segment earnings are presented on a current cost of supplies basis (CCS earnings), which is the earnings measure used by the Chief Executive Officer for the purposes of making decisions about allocating resources and assessing performance. On this basis, the purchase price of volumes sold during the period is based on the current cost of supplies during the same period after making allowance for the tax effect. CCS earnings therefore exclude the effect of changes in the oil price on inventory carrying amounts. Sales between segments are based on prices generally equivalent to commercially available prices.

    From the first quarter 2024, Wholesale commercial fuels forms part of Mobility with inclusion in the Marketing segment (previously Chemicals and Products segment). The change in segmentation reflects the increasing alignment between the economic characteristics of Wholesale commercial fuels and other Mobility businesses, and is consistent with changes in the information provided to the Chief Operating Decision Maker. Prior period comparatives have been revised to conform with current year presentation with an offsetting impact between the Marketing and the Chemicals and Products segment (see below). Also, from the first quarter 2024, Shell’s longer-term innovation portfolio is managed centrally and hence reported as part of the Corporate segment (previously all other segments). Prior period comparatives have been revised to conform with current year presentation with an offsetting impact on all the other segments (see below).

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    REVENUE AND CCS EARNINGS BY SEGMENT    
    Quarters $ million Full year
    Q4 2024 Q3 2024 Q4 2023   2024 2023
          Third-party revenue    
    9,294    9,748    10,437    Integrated Gas 37,290    37,645   
    1,652    1,605    1,263    Upstream 6,606    6,475   
    27,524    30,519    31,761    Marketing2 120,088    130,560   
    19,992    22,608    24,957    Chemicals and Products2 90,918    97,079   
    7,808    6,599    10,302    Renewables and Energy Solutions 29,366    44,819   
    10    10    11    Corporate 43    42   
    66,281    71,089    78,732    Total third-party revenue1 284,312    316,620   
          Inter-segment revenue    
    2,024    2,131    2,614    Integrated Gas 8,715    11,560   
    9,931    9,618    10,948    Upstream 39,939    41,230   
    984    1,235    1,243    Marketing2 4,937    5,299   
    8,656    9,564    10,163    Chemicals and Products2 38,381    42,816   
    1,879    1,131    1,567    Renewables and Energy Solutions 4,971    4,707   
    —    —    —    Corporate —    —   
          CCS earnings    
    1,744    2,631    1,733    Integrated Gas 9,590    7,058   
    1,031    2,289    2,151    Upstream 7,772    8,539   
    103    760    226    Marketing2 1,894    3,058   
    (328)   341    (1,828)   Chemicals and Products2 1,757    1,482   
    (1,226)   (481)   (272)   Renewables and Energy Solutions (1,229)   3,089   
    (335)   (647)   (629)   Corporate3 (2,992)   (2,944)  
    989    4,894    1,381    Total CCS earnings4 16,792    20,281   

    1.Includes revenue from sources other than from contracts with customers, which mainly comprises the impact of fair value accounting of commodity derivatives.

    2.From January 1, 2024, onwards Wholesale commercial fuels has been reallocated from the Chemicals and Products segment to the Marketing segment. Comparatives for the fourth quarter 2023 and the full year 2023 have been reclassified accordingly, by $5,332 million and $21,702 million respectively for Third-party revenue and by $82 million and $104 million respectively for CCS earnings to conform with current period presentation. For Inter-segment revenue the reallocation and revision of comparative figures for the fourth quarter 2023 and the full year 2023 led to an increase in inter-segment revenue in the Marketing segment of $1,058 million and $4,675 million respectively and an increase in the Chemicals and Products segment of $9,553 million and $40,564 million respectively.

    3.From January 1, 2024, onwards costs for Shell’s centrally managed longer-term innovation portfolio are reported as part of the Corporate segment. Prior period comparatives for Corporate for the fourth quarter 2023 and the full year 2023 have been revised by $43 million and $133 million respectively, with a net offsetting impact in all other segments to conform with current period presentation.

    4.See Note 3 “Reconciliation of income for the period to CCS Earnings, Operating expenses and Total Debt”.

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    4th QUARTER 2024 AND FULL YEAR UNAUDITED RESULTS

    Cash capital expenditure is a measure used by the Chief Executive Officer for the purposes of making decisions about allocating resources and assessing performance.

                                       
     
    CASH CAPITAL EXPENDITURE BY SEGMENT
    Quarters $ million Full year
    Q4 2024 Q3 2024 Q4 2023   2024 2023
          Capital expenditure    
    1,123    1,090    1,034    Integrated Gas 4,095    3,491   
    2,205    1,998    2,547    Upstream 7,738    8,249   
    798    488    1,383    Marketing1 2,357    5,741   
    1,121    748    983    Chemicals and Products1 2,943    2,928   
    1,214    327    932    Renewables and Energy Solutions 2,338    2,314   
    25    39    81    Corporate 129    270   
    6,486    4,690    6,960    Total capital expenditure 19,601    22,993   
          Add: Investments in joint ventures and associates    
    214    147    162    Integrated Gas 671    705   
    (117)   (37)   (111)   Upstream 150    94   
    13    37      Marketing 88    49   
    271    13      Chemicals and Products 347    84   
    36    59    56    Renewables and Energy Solutions 138    261   
        (2)   Corporate    
    421    222    109    Total investments in joint ventures and associates 1,404    1,202   
          Add: Investments in equity securities    
    —    —    —    Integrated Gas —    —   
    (11)   12    —    Upstream   —   
    —    —    —    Marketing —    —   
    —    —    —    Chemicals and Products —     
    28    23    38    Renewables and Energy Solutions 73    106   
    —        Corporate   89   
    17    38    44    Total investments in equity securities 80    197   
          Cash capital expenditure    
    1,337    1,236    1,196    Integrated Gas 4,766    4,196   
    2,076    1,974    2,436    Upstream 7,890    8,343   
    811    525    1,385    Marketing1 2,445    5,790   
    1,392    761    986    Chemicals and Products1 3,290    3,013   
    1,277    409    1,026    Renewables and Energy Solutions 2,549    2,681   
    30    45    85    Corporate 144    368   
    6,924    4,950    7,113    Total Cash capital expenditure 21,084    24,392   

    1.From January 1, 2024, onwards Wholesale commercial fuels has been reallocated from the Chemicals and Products segment to the Marketing segment. Comparatives for the fourth quarter 2023 and the full year 2023 have been reclassified accordingly by $46 million and $178 million respectively for capital expenditure and cash capital expenditure to conform with current period presentation.

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    4th QUARTER 2024 AND FULL YEAR UNAUDITED RESULTS

    3. Reconciliation of income for the period to CCS Earnings, Operating expenses and Total Debt

                                       
     
    RECONCILIATION OF INCOME FOR THE PERIOD TO CCS EARNINGS    
    Quarters $ million Full year
    Q4 2024 Q3 2024 Q4 2023   2024 2023
    928    4,291    474    Income/(loss) attributable to Shell plc shareholders 16,093    19,359   
    113    100    62    Income/(loss) attributable to non-controlling interest 427    277   
    1,041    4,391    536    Income/(loss) for the period 16,521    19,636   
          Current cost of supplies adjustment:    
    (84)   668    1,089    Purchases 389    815   
    23    (162)   (263)   Taxation (91)   (203)  
      (2)   19    Share of profit/(loss) of joint ventures and associates (26)   33   
    (52)   503    846    Current cost of supplies adjustment 272    645   
          Of which:    
    (45)   477    811    Attributable to Shell plc shareholders 257    650
    (7)   26    34    Attributable to non-controlling interest 14    (5)
    989    4,894    1,381    CCS earnings 16,792    20,281   
          Of which:    
    883    4,768    1,285    CCS earnings attributable to Shell plc shareholders 16,351    20,008   
    106    126    97    CCS earnings attributable to non-controlling interest 442    273   
                                       
     
    RECONCILIATION OF OPERATING EXPENSES    
    Quarters $ million Full year
    Q4 2024 Q3 2024 Q4 2023   2024 2023
    5,839    6,138    6,807    Production and manufacturing expenses 23,379    25,240   
    3,231    3,139    3,621    Selling, distribution and administrative expenses 12,439    13,433   
    331    294    469    Research and development 1,099    1,287   
    9,401    9,570    10,897    Operating expenses 36,918    39,960   
                                       
     
    RECONCILIATION OF TOTAL DEBT    
    Quarters $ million Full year
    Q4 2024 Q3 2024 Q4 2023   2024 2023
    December 31, 2024 September 30, 2024 December 31, 2023   December 31, 2024 December 31, 2023
    11,630    12,015    9,931    Current debt 11,630    9,931   
    65,448    64,597    71,610    Non-current debt 65,448    71,610   
    77,078    76,613    81,541    Total debt 77,078    81,541   

    4. Earnings per share

                                       
     
    EARNINGS PER SHARE
    Quarters   Full year
    Q4 2024 Q3 2024 Q4 2023   2024 2023
    928    4,291    474    Income/(loss) attributable to Shell plc shareholders ($ million) 16,093    19,359   
               
          Weighted average number of shares used as the basis for determining:    
    6,148.4    6,256.5    6,558.3    Basic earnings per share (million) 6,299.6    6,733.5   
    6,213.9    6,320.9    6,631.1    Diluted earnings per share (million) 6,363.7    6,799.8   

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    5. Share capital

                             
     
    ISSUED AND FULLY PAID ORDINARY SHARES OF €0.07 EACH
      Number of shares   Nominal value
    ($ million)
    At January 1, 2024 6,524,109,049      544     
    Repurchases of shares (409,077,891)     (34)    
    At December 31, 2024 6,115,031,158      510     
    At January 1, 2023 7,003,503,393      584     
    Repurchases of shares (479,394,344)     (40)    
    At December 31, 2023 6,524,109,049      544     

    At Shell plc’s Annual General Meeting on May 21, 2024, the Board was authorised to allot ordinary shares in Shell plc, and to grant rights to subscribe for, or to convert, any security into ordinary shares in Shell plc, up to an aggregate nominal amount of approximately €150 million (representing approximately 2,147 million ordinary shares of €0.07 each), and to list such shares or rights on any stock exchange. This authority expires at the earlier of the close of business on August 20, 2025, or the end of the Annual General Meeting to be held in 2025, unless previously renewed, revoked or varied by Shell plc in a general meeting.

    6. Other reserves

                                             
     
    OTHER RESERVES
    $ million Merger reserve Share premium reserve Capital redemption reserve Share plan reserve Accumulated other comprehensive income Total
    At January 1, 2024 37,298    154    236    1,308    (17,851)   21,145   
    Other comprehensive income/(loss) attributable to Shell plc shareholders —    —    —    —    (1,715)   (1,715)  
    Transfer from other comprehensive income —    —    —    —    193    193   
    Repurchases of shares —    —    34    —    —    34   
    Share-based compensation —    —    —    109    —    109   
    At December 31, 2024 37,298    154    270    1,416    (19,373)   19,766   
    At January 1, 2023 37,298    154    196    1,140    (17,656)   21,132   
    Other comprehensive income/(loss) attributable to Shell plc shareholders —    —    —    —    (83)   (83)  
    Transfer from other comprehensive income —    —    —    —    (112)   (112)  
    Repurchases of shares —    —    40    —    —    40   
    Share-based compensation —    —    —    168    —    168   
    At December 31, 2023 37,298    154    236    1,308    (17,851)   21,145   

    The merger reserve and share premium reserve were established as a consequence of Shell plc (formerly Royal Dutch Shell plc) becoming the single parent company of Royal Dutch Petroleum Company and The “Shell” Transport and Trading Company, p.l.c., now The Shell Transport and Trading Company Limited, in 2005. The merger reserve increased in 2016 following the issuance of shares for the acquisition of BG Group plc. The capital redemption reserve was established in connection with repurchases of shares of Shell plc. The share plan reserve is in respect of equity-settled share-based compensation plans.

    7. Derivative financial instruments and debt excluding lease liabilities

    As disclosed in the Consolidated Financial Statements for the year ended December 31, 2023, presented in the Annual Report and Accounts and Form 20-F for that year, Shell is exposed to the risks of changes in fair value of its financial assets and liabilities. The fair values of the financial assets and liabilities are defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Methods and assumptions used to estimate the fair values at December 31, 2024, are consistent with those used in the year ended December 31, 2023, though the carrying amounts of derivative financial instruments have changed since that

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    4th QUARTER 2024 AND FULL YEAR UNAUDITED RESULTS

    date. The movement of the derivative financial instruments between December 31, 2023 and December 31, 2024 is a decrease of $5,425 million for the current assets and a decrease of $2,138 million for the current liabilities.

    The table below provides the comparison of the fair value with the carrying amount of debt excluding lease liabilities, disclosed in accordance with IFRS 7 Financial Instruments: Disclosures.

                     
     
    DEBT EXCLUDING LEASE LIABILITIES
    $ million December 31, 2024 December 31, 2023
    Carrying amount1 48,376    53,832   
    Fair value2 44,119    50,866   

    1.    Shell issued no debt under the US shelf or under the Euro medium-term note programmes during the year 2024.

    2.     Mainly determined from the prices quoted for these securities.

    8. Other notes to the unaudited Condensed Consolidated Financial Statements

    Consolidated Statement of Income

    Interest and other income

                                       
     
    Quarters $ million Full year
    Q4 2024 Q3 2024 Q4 2023   2024 2023
    683    440    631    Interest and other income/(expenses) 1,724    2,838   
          Of which:    
    548    619    595    Interest income 2,372    2,313   
    25      14    Dividend income (from investments in equity securities) 83    49   
    (288)   (154)   222    Net gains/(losses) on sales and revaluation of non-current assets and businesses (288)   257   
    267    (189)   (398)   Net foreign exchange gains/(losses) on financing activities (1,025)   (458)  
    131    159    199    Other 582    677   

    Depreciation, depletion and amortisation

                                       
     
    Quarters $ million Full year
    Q4 2024 Q3 2024 Q4 2023   2024 2023
    7,520    5,916    11,221    Depreciation, depletion and amortisation 26,872    31,290   
          Of which:    
    5,829 5,578 5,986 Depreciation 22,703    23,106   
    1,797 340 5,508 Impairments 4,502    8,947   
    (106) (2) (273) Impairment reversals (333)   (762)  

    Impairments recognised in the fourth quarter 2024 of $2,659 million pre-tax ($2,245 million post-tax), of which $1,797 million recognised in depreciation, depletion and amortisation and $863 million recognised in share of profit of joint ventures and associates, mainly relate to Renewables and Energy Solutions ($1,068 million pre-tax; $1,000 million post-tax), Integrated Gas ($532 million pre-tax; $345 million post-tax), Marketing ($495 million pre-tax; $459 million post-tax), Chemicals and Products ($315 million pre-tax; $247 million post-tax) and Upstream ($248 million pre-tax; $194 million post-tax). The impairment in Renewables and Energy Solutions was principally triggered by a portfolio choice regarding renewable generation assets in North America. The impairments in other segments relate to various smaller impairments.

    Impairments recognised in the third quarter 2024 of $340 million pre-tax ($290 million post-tax) mainly relate to various

    assets in Marketing and Chemicals and Products.

    Impairments recognised in the fourth quarter 2023 of $5,508 million pre-tax ($4,044 million post-tax) relate to various

    assets in Chemicals and Products ($2,490 million), Upstream ($1,161 million), Integrated Gas ($873 million), Renewables

    and Energy Solutions ($614 million) and Marketing ($370 million).

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    4th QUARTER 2024 AND FULL YEAR UNAUDITED RESULTS

    Taxation charge/credit

                                       
     
    Quarters $ million Full year
    Q4 2024 Q3 2024 Q4 2023   2024 2023
    3,164    2,879    1,099    Taxation charge/(credit) 13,401    12,991   
          Of which:    
    3,125 2,834 1,099 Income tax excluding Pillar Two income tax 13,150    12,991   
    39 45 Income tax related to Pillar Two income tax 251   

    On June 20, 2023, the UK substantively enacted Pillar Two Model Rules, effective as from January 1, 2024.

    As required by IAS 12 Income Taxes, Shell has applied the exception to recognising and disclosing information about deferred tax assets and liabilities related to Pillar Two income taxes.

    Consolidated Statement of Comprehensive Income

    Currency translation differences

                                       
     
    Quarters $ million Full year
    Q4 2024 Q3 2024 Q4 2023   2024 2023
    (4,899)   2,947    2,571    Currency translation differences (3,248)   1,397   
          Of which:    
    (5,028) 2,912 2,578 Recognised in Other comprehensive income (4,504)   1,396   
    129 35 (7) (Gain)/loss reclassified to profit or loss 1,256    1

    Condensed Consolidated Balance Sheet

    Retirement benefits

                     
     
    $ million    
      December 31, 2024 December 31, 2023
    Non-current assets    
    Retirement benefits 10,003    9,151   
    Non-current liabilities    
    Retirement benefits 6,752    7,549   
    Surplus/(deficit) 3,251    1,602   

    Amounts recognised in the Balance Sheet in relation to defined benefit plans include both plan assets and obligations that are presented on a net basis on a plan-by-plan basis. The change in the net retirement benefit asset as at December 31, 2024, is mainly driven by an increase of the market yield on high-quality corporate bonds in the USA, the UK and Eurozone since December 31, 2023, partly offset by losses on plan assets.

    Assets classified as held for sale

                       
       
    $ million      
      December 31, 2024 December 31, 2023  
    Assets classified as held for sale 9,857    951     
    Liabilities directly associated with assets classified as held for sale 6,203    307     

    Assets classified as held for sale and associated liabilities at December 31, 2024 principally relate to Shell’s UK offshore oil and gas assets in Upstream, mining interests in Canada in Chemicals and Products and an energy and chemicals park in Chemicals and Products in Singapore. Upon completion of the sale, Shell’s UK offshore assets will be derecognised in exchange for a 50% interest in a newly formed joint venture.

    The major classes of assets and liabilities classified as held for sale at December 31, 2024, are Property, plant and equipment ($8,283 million; December 31, 2023: $250 million), Inventories ($1,180 million; December 31, 2023:

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    $463 million), Decommissioning and other provisions ($3,053 million; December 31, 2023: $75 million), deferred tax liabilities ($2,042 million; December 31, 2023: nil) and Debt ($624 million; December 31, 2023: $84 million).

    Consolidated Statement of Cash Flows

    Cash flow from operating activities – Other

                                       
     
    Quarters $ million Full year
    Q4 2024 Q3 2024 Q4 2023   2024 2023
    (856)   (144)   (1,021)   Other 1,536    (550)  

    ‘Cash flow from operating activities – Other’ for the fourth quarter 2024 includes $1,447 million of net outflows (third quarter 2024: $432 million net inflows; fourth quarter 2023: $875 million net outflows) due to the timing of payments relating to emission certificates and biofuel programmes in Europe and North America and $672 million in relation to reversal of currency exchange losses on Cash and cash equivalents (third quarter 2024: $539 million gains; fourth quarter 2023: $398 million gains).

    Cash flow from investing activities – Other investing cash inflows

                                       
     
    Quarters $ million Full year
    Q4 2024 Q3 2024 Q4 2023   2024 2023
    1,762    1,074    960    Other investing cash inflows 4,576    4,269   

    ‘Cash flow from investing activities – Other investing cash inflows’ for the fourth quarter 2024 mainly relates to the sale of pension-related debt securities and repayments of short-term loans.

    9. Post-balance sheet events

    On January 23, 2025, Shell announced changes to the Executive Committee. In line with the company’s ongoing transformation, Shell will continue to evolve its structure to enable Shell’s strategy to deliver more value with less emissions. As a result, Trading and Supply will move up to the Executive Committee and out of the Downstream, Renewables and Energy Solutions directorate with effect from April 1, 2025. These changes will not affect Shell’s financial reporting segments.

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    ALTERNATIVE PERFORMANCE (NON-GAAP) MEASURES

    A.Adjusted Earnings, Adjusted earnings before interest, taxes, depreciation and amortisation (“Adjusted EBITDA”) and Cash flow from operating activities

    The “Adjusted Earnings” measure aims to facilitate a comparative understanding of Shell’s financial performance from period to period by removing the effects of oil price changes on inventory carrying amounts and removing the effects of identified items. These items are in some cases driven by external factors and may, either individually or collectively, hinder the comparative understanding of Shell’s financial results from period to period. This measure excludes earnings attributable to non-controlling interest.

    We define “Adjusted EBITDA” as “Income/(loss) for the period” adjusted for current cost of supplies; identified items; tax charge/(credit); depreciation, amortisation and depletion; exploration well write-offs and net interest expense. All items include the non-controlling interest component. Management uses this measure to evaluate Shell’s performance in the period and over time.

                                       
         
    Quarters $ million Full year
    Q4 2024 Q3 2024 Q4 2023   2024 2023
    928    4,291    474    Income/(loss) attributable to Shell plc shareholders 16,093    19,359   
    113    100    62    Income/(loss) attributable to non-controlling interest 427    277   
    (45)   477    811    Add: Current cost of supplies adjustment attributable to Shell plc shareholders 257    650   
    (7)   26    34    Add: Current cost of supplies adjustment attributable to non-controlling interest 14    (5)  
    989    4,894    1,381    CCS earnings 16,792    20,281   
                                                   
     
    Q4 2024 $ million
      Total Integrated Gas Upstream Marketing Chemicals and Products Renewables and Energy Solutions Corporate
    CCS earnings 989 1,744 1,031 103 (328) (1,226) (335)
    Less: Identified items (2,778) (421) (651) (736) (99) (914) 45
    Less: CCS earnings attributable to non-controlling interest 106            
    Add: Identified items attributable to non-controlling interest            
    Adjusted Earnings 3,661            
    Add: Non-controlling interest 106            
    Adjusted Earnings plus non-controlling interest 3,766 2,165 1,682 839 (229) (311) (380)
    Add: Taxation charge/(credit) excluding tax impact of identified items 3,371 635 2,618 266 (198) 97 (46)
    Add: Depreciation, depletion and amortisation excluding impairments 5,829 1,440 2,803 587 896 96 8
    Add: Exploration well write-offs 649 277 372        
    Add: Interest expense excluding identified items 1,213 54 201 17 16 2 923
    Less: Interest income 548 3 10 7 529
    Adjusted EBITDA 14,281 4,568 7,676 1,709 475 (123) (24)
    Less: Current cost of supplies adjustment before taxation (75)     (2) (73)    
    Joint ventures and associates (dividends received less profit) 451 110 (22) 172 139 51
    Derivative financial instruments 319 120 (28) (8) 230 533 (527)
    Taxation paid (2,910) (635) (2,019) (130) 36 (41) (120)
    Other (1,461) 114 (486) (1,227) (313) 77 375
    (Increase)/decrease in working capital 2,407 114 (611) 845 1,394 353 312
    Cash flow from operating activities 13,162 4,391 4,509 1,363 2,032 850 16

             Page 26


    SHELL PLC
    4th QUARTER 2024 AND FULL YEAR UNAUDITED RESULTS

                                                   
     
    Q3 2024 $ million
      Total Integrated Gas Upstream Marketing Chemicals and Products Renewables and Energy Solutions Corporate
    CCS earnings 4,894 2,631 2,289 760 341 (481) (647)
    Less: Identified items (1,259) (240) (153) (422) (122) (319) (3)
    Less: CCS earnings attributable to non-controlling interest 126            
    Add: Identified items attributable to non-controlling interest            
    Adjusted Earnings 6,028            
    Add: Non-controlling interest 126            
    Adjusted Earnings plus non-controlling interest 6,153 2,871 2,443 1,182 463 (162) (643)
    Add: Taxation charge/(credit) excluding tax impact of identified items 3,571 949 2,413 322 (73) (1) (39)
    Add: Depreciation, depletion and amortisation excluding impairments 5,578 1,369 2,691 564 862 86 6
    Add: Exploration well write-offs 150 2 148
    Add: Interest expense excluding identified items 1,173 49 183 13 14 2 912
    Less: Interest income 619 5 8 25 581
    Adjusted EBITDA 16,005 5,234 7,871 2,081 1,240 (75) (346)
    Less: Current cost of supplies adjustment before taxation 665     334 331    
    Joint ventures and associates (dividends received less profit) (62) (146) (90) 51 63 61
    Derivative financial instruments 133 (373) 47 98 88 (106) 380
    Taxation paid (3,028) (814) (2,074) (241) 23 (33) 112
    Other (365) (32) (406) 275 107 (75) (234)
    (Increase)/decrease in working capital 2,665 (247) (78) 792 2,131 (136) 204
    Cash flow from operating activities 14,684 3,623 5,268 2,722 3,321 (364) 115
                                                   
     
    Q4 2023 $ million
      Total Integrated Gas Upstream Marketing Chemicals and Products Renewables and Energy Solutions Corporate
    CCS earnings 1,381 1,733 2,151 226 (1,828) (272) (629)
    Less: Identified items (6,033) (2,235) (909) (567) (1,857) (445) (19)
    Less: CCS earnings attributable to non-controlling interest 97            
    Add: Identified items attributable to non-controlling interest (11)            
    Adjusted Earnings 7,306            
    Add: Non-controlling interest 108            
    Adjusted Earnings plus non-controlling interest 7,414 3,968 3,060 794 29 173 (609)
    Add: Taxation charge/(credit) excluding tax impact of identified items 2,121 1,065 1,560 128 (271) (4) (358)
    Add: Depreciation, depletion and amortisation excluding impairments 5,986 1,457 2,951 569 915 89 6
    Add: Exploration well write-offs 243 63 180
    Add: Interest expense excluding identified items 1,165 36 135 10 21 1 961
    Less: Interest income 595 4 14 1 24 7 544
    Adjusted EBITDA 16,335 6,584 7,872 1,500 670 253 (544)
    Less: Current cost of supplies adjustment before taxation 1,109     572 537    
    Joint ventures and associates (dividends received less profit) 246 208 (250) 32 225 29 1
    Derivative financial instruments (1,030) (1,596) 52 4 293 (268) 487
    Taxation paid (3,604) (731) (2,015) (282) (270) (413) 108
    Other (947) (229) 388 (508) (422) 146 (322)
    (Increase)/decrease in working capital 2,683 (639) (260) 1,593 1,191 (1,012) 1,810
    Cash flow from operating activities 12,575 3,597 5,787 1,767 1,150 (1,265) 1,540

             Page 27


    SHELL PLC
    4th QUARTER 2024 AND FULL YEAR UNAUDITED RESULTS

                                                   
     
    Full year 2024 $ million
      Total Integrated Gas Upstream Marketing Chemicals and Products Renewables and Energy Solutions Corporate
    CCS earnings 16,792 9,590 7,772 1,894 1,757 (1,229) (2,992)
    Less: Identified items (7,347) (1,800) (623) (1,991) (1,177) (732) (1,024)
    Less: CCS earnings attributable to non-controlling interest 442            
    Add: Identified items attributable to non-controlling interest 18            
    Adjusted Earnings 23,716            
    Add: Non-controlling interest 424            
    Adjusted Earnings plus non-controlling interest 24,139 11,390 8,395 3,885 2,934 (497) (1,968)
    Add: Taxation charge/(credit) excluding tax impact of identified items 15,013 3,520 9,865 1,305 364 87 (128)
    Add: Depreciation, depletion and amortisation excluding impairments 22,703 5,594 10,971 2,235 3,495 383 25
    Add: Exploration well write-offs 1,622 291 1,331        
    Add: Interest expense excluding identified items 4,697 189 720 52 70 6 3,660
    Less: Interest income 2,372 8 18 1 79 2 2,265
    Adjusted EBITDA 65,803 20,978 31,264 7,476 6,783 (22) (675)
    Less: Current cost of supplies adjustment before taxation 363     254 109    
    Joint ventures and associates (dividends received less profit) (328) (137) (946) 262 304 190
    Derivative financial instruments 1,472 (1,466) 24 59 219 3,012 (376)
    Taxation paid (12,002) (2,955) (7,851) (562) (146) (457) (31)
    Other (1,961) 23 (1,464) (616) (321) 152 264
    (Increase)/decrease in working capital 2,062 467 216 998 524 923 (1,065)
    Cash flow from operating activities 54,684 16,909 21,244 7,363 7,253 3,798 (1,882)
                                                   
     
    Full year 2023 $ million
      Total Integrated Gas Upstream Marketing Chemicals and Products Renewables and Energy Solutions Corporate
    CCS earnings 20,281 7,058 8,539 3,058 1,482 3,089 (2,944)
    Less: Identified items (8,252) (6,861) (1,267) (254) (2,135) 2,333 (69)
    Less: CCS earnings attributable to non-controlling interest 273            
    Add: Identified items attributable to non-controlling interest (11)            
    Adjusted Earnings 28,250            
    Add: Non-controlling interest 284            
    Adjusted Earnings plus non-controlling interest 28,534 13,919 9,806 3,312 3,617 756 (2,875)
    Add: Taxation charge/(credit) excluding tax impact of identified items 13,674 3,837 8,280 936 287 341 (8)
    Add: Depreciation, depletion and amortisation excluding impairments 23,106 5,756 11,309 2,048 3,582 392 19
    Add: Exploration well write-offs 867 121 746
    Add: Interest expense excluding identified items 4,669 146 507 50 60 4 3,902
    Less: Interest income 2,313 6 27 9 57 12 2,201
    Adjusted EBITDA 68,538 23,773 30,622 6,337 7,489 1,481 (1,164)
    Less: Current cost of supplies adjustment before taxation 848     478 370    
    Joint ventures and associates (dividends received less profit) 79 241 (692) 117 310 102 3
    Derivative financial instruments (6,142) (4,668) 51 (14) 518 (1,988) (41)
    Taxation paid (13,712) (3,574) (8,470) (760) (467) (762) 322
    Other (865) (313) (142) (486) (138) 450 (237)
    (Increase)/decrease in working capital 7,145 2,061 82 845 172 3,701 284
    Cash flow from operating activities 54,191 17,520 21,450 5,561 7,513 2,984 (832)

    Identified Items

    Identified items comprise: divestment gains and losses, impairments, redundancy and restructuring, provisions for onerous contracts, fair value accounting of commodity derivatives and certain gas contracts and the impact of exchange rate movements and inflationary adjustments on certain deferred tax balances, and other items. Identified items in the tables below are presented on a net basis.

             Page 28


    SHELL PLC
    4th QUARTER 2024 AND FULL YEAR UNAUDITED RESULTS

                                                   
     
    Q4 2024 $ million
      Total Integrated Gas Upstream Marketing Chemicals and Products Renewables and Energy Solutions Corporate
    Identified items included in Income/(loss) before taxation              
    Divestment gains/(losses) (288) (99) (66) (216) 42 51
    Impairment reversals/(impairments) (2,554) (523) (183) (493) (288) (1,065) (1)
    Redundancy and restructuring (175) (27) (62) (70) (5) (11) (1)
    Provisions for onerous contracts
    Fair value accounting of commodity derivatives and certain gas contracts 209 136 (14) 58 (38) 67
    Other (200) (165) (33) (2)
    Total identified items included in Income/(loss) before taxation (3,008) (514) (491) (753) (291) (958) (2)
    Less: total identified items included in Taxation charge/(credit) (230) (92) 160 (17) (191) (43) (47)
    Identified items included in Income/(loss) for the period              
    Divestment gains/(losses) (321) (96) (51) (247) 33 40
    Impairment reversals/(impairments) (2,170) (339) (152) (458) (224) (996) (1)
    Redundancy and restructuring (115) (16) (34) (52) (3) (8) (1)
    Provisions for onerous contracts
    Fair value accounting of commodity derivatives and certain gas contracts 184 109 (4) 46 (17) 50
    Impact of exchange rate movements and inflationary adjustments on tax balances (210) (57) (199) 46
    Other (147) (22) (212) (25) 113
    Impact on CCS earnings (2,778) (421) (651) (736) (99) (914) 45
    Impact on CCS earnings attributable to non-controlling interest
    Impact on CCS earnings attributable to Shell plc shareholders (2,778) (421) (651) (736) (99) (914) 45

             Page 29


    SHELL PLC
    4th QUARTER 2024 AND FULL YEAR UNAUDITED RESULTS

                                                   
     
    Q3 2024 $ million
      Total Integrated Gas Upstream Marketing Chemicals and Products Renewables and Energy Solutions Corporate
    Identified items included in Income/(loss) before taxation              
    Divestment gains/(losses) (154) 1 (2) (110) (19) (20) (3)
    Impairment reversals/(impairments) (338) (6) (3) (195) (120) (14)
    Redundancy and restructuring (552) (69) (189) (136) (141) (26) 10
    Provisions for onerous contracts (7) (7)
    Fair value accounting of commodity derivatives and certain gas contracts (602) (252) (13) (78) 126 (385)
    Other1 (136) (141) (1) (11) 16
    Total identified items included in Income/(loss) before taxation (1,789) (327) (348) (526) (165) (430) 7
    Less: total identified items included in Taxation charge/(credit) (530) (87) (195) (104) (43) (111) 10
    Identified items included in Income/(loss) for the period              
    Divestment gains/(losses) (129) 1 (6) (84) (15) (23) (2)
    Impairment reversals/(impairments) (288) (4) (2) (179) (92) (10)
    Redundancy and restructuring (397) (48) (138) (98) (101) (19) 7
    Provisions for onerous contracts (5) (5)
    Fair value accounting of commodity derivatives and certain gas contracts (456) (213) (3) (56) 95 (279)
    Impact of exchange rate movements and inflationary adjustments on tax balances 120 24 104 (8)
    Other (105) (108) (8) 12
    Impact on CCS earnings (1,259) (240) (153) (422) (122) (319) (3)
    Impact on CCS earnings attributable to non-controlling interest
    Impact on CCS earnings attributable to Shell plc shareholders (1,259) (240) (153) (422) (122) (319) (3)

             Page 30


    SHELL PLC
    4th QUARTER 2024 AND FULL YEAR UNAUDITED RESULTS

                                                   
     
    Q4 2023 $ million
      Total Integrated Gas Upstream Marketing Chemicals and Products Renewables and Energy Solutions Corporate
    Identified items included in Income/(loss) before taxation              
    Divestment gains/(losses) 222 (21) 134 (30) (33) 168 5
    Impairment reversals/(impairments) (5,348) (873) (988) (460) (2,391) (636)
    Redundancy and restructuring (275) (1) (11) (128) (102) (31) (2)
    Provisions for onerous contracts
    Fair value accounting of commodity derivatives and certain gas contracts (1,357) (1,708) 60 (47) 199 138
    Other (33) 57 (170) 2 77
    Total identified items included in Income/(loss) before taxation (6,792) (2,545) (974) (664) (2,250) (361) 2
    Less: total identified items included in Taxation charge/(credit) (759) (309) (65) (96) (394) 84 22
    Identified items included in Income/(loss) for the period              
    Divestment gains/(losses) 227 (13) 128 (23) (26) 158 3
    Impairment reversals/(impairments) (3,935) (547) (454) (415) (1,968) (551)
    Redundancy and restructuring (206) (6) (96) (78) (24) (1)
    Provisions for onerous contracts
    Fair value accounting of commodity derivatives and certain gas contracts (1,336) (1,587) 21 (34) 138 125
    Impact of exchange rate movements and inflationary adjustments on tax balances (363) 31 (373) (21)
    Other (419) (119) (225) 2 77 (154)
    Impact on CCS earnings (6,033) (2,235) (909) (567) (1,857) (445) (19)
    Impact on CCS earnings attributable to non-controlling interest (11) (11)
    Impact on CCS earnings attributable to Shell plc shareholders (6,022) (2,235) (909) (556) (1,857) (445) (19)

             Page 31


    SHELL PLC
    4th QUARTER 2024 AND FULL YEAR UNAUDITED RESULTS

                                                   
     
    Full year 2024 $ million
      Total Integrated Gas Upstream Marketing Chemicals and Products Renewables and Energy Solutions Corporate
    Identified items included in Income/(loss) before taxation              
    Divestment gains/(losses) (288) (100) 89 (400) 6 119 (3)
    Impairment reversals/(impairments) (5,051) (555) (362) (1,747) (1,205) (1,181) (1)
    Redundancy and restructuring (1,012) (106) (320) (296) (195) (97) 2
    Provisions for onerous contracts (24) (3) (14) (7)
    Fair value accounting of commodity derivatives and certain gas contracts (1,012) (1,286) (58) 49 (117) 399
    Other1 (1,481) (126) (436) (1) 146 39 (1,103)
    Total identified items included in Income/(loss) before taxation (8,867) (2,176) (1,100) (2,402) (1,364) (720) (1,105)
    Less: total identified items included in Taxation charge/(credit) (1,521) (376) (477) (411) (187) 12 (81)
    Identified items included in Income/(loss) for the period              
    Divestment gains/(losses) (319) (96) 67 (386) 4 94 (2)
    Impairment reversals/(impairments) (4,371) (363) (323) (1,423) (1,176) (1,085) (1)
    Redundancy and restructuring (712) (71) (214) (215) (142) (71) 1
    Provisions for onerous contracts (19) (3) (11) (5)
    Fair value accounting of commodity derivatives and certain gas contracts (849) (1,088) (14) 40 (86) 300
    Impact of exchange rate movements and inflationary adjustments on tax balances 363 (49) 313 99
    Other1 (1,440) (130) (440) (1) 223 30 (1,122)
    Impact on CCS earnings (7,347) (1,800) (623) (1,991) (1,177) (732) (1,024)
    Impact on CCS earnings attributable to non-controlling interest 18 18
    Impact on CCS earnings attributable to Shell plc shareholders (7,365) (1,800) (623) (1,991) (1,195) (732) (1,024)

    1.Corporate includes reclassifications from equity to profit and loss of cumulative currency translation differences related to funding structures resulting in unfavourable movements of $1,122 million. These currency translation differences were previously recognised in other comprehensive income and accumulated in equity as part of accumulated other comprehensive income.

             Page 32


    SHELL PLC
    4th QUARTER 2024 AND FULL YEAR UNAUDITED RESULTS

                                                   
     
    Full year 2023 $ million
      Total Integrated Gas Upstream Marketing Chemicals and Products Renewables and Energy Solutions Corporate
    Identified items included in Income/(loss) before taxation              
    Divestment gains/(losses) 257 (22) 209 1 (46) 109 5
    Impairment reversals/(impairments) (8,300) (3,147) (1,187) (509) (2,690) (767)
    Redundancy and restructuring (329) (1) (21) (150) (106) (32) (18)
    Provisions for onerous contracts (24) (24)
    Fair value accounting of commodity derivatives and certain gas contracts (419) (4,755) 447 20 276 3,593
    Other 82 32 (615) 300 (43) 408
    Total identified items included in Income/(loss) before taxation (8,732) (7,892) (1,166) (339) (2,632) 3,311 (14)
    Less: total identified items included in Taxation charge/(credit) (481) (1,031) 100 (85) (497) 978 55
    Identified items included in Income/(loss) for the period              
    Divestment gains/(losses) 277 (14) 208 1 (35) 113 3
    Impairment reversals/(impairments) (6,219) (2,247) (642) (466) (2,195) (669)
    Redundancy and restructuring (241) (9) (113) (82) (24) (12)
    Provisions for onerous contracts (18) (18)
    Fair value accounting of commodity derivatives and certain gas contracts (1,284) (4,407) 127 26 214 2,756
    Impact of exchange rate movements and inflationary adjustments on tax balances (355) (295) (60)
    Other (412) (193) (656) 298 (19) 158
    Impact on CCS earnings (8,252) (6,861) (1,267) (254) (2,135) 2,333 (69)
    Impact on CCS earnings attributable to non-controlling interest (11) (11)
    Impact on CCS earnings attributable to Shell plc shareholders (8,240) (6,861) (1,267) (242) (2,135) 2,333 (69)

    The identified items categories above may include after-tax impacts of identified items of joint ventures and associates which are fully reported within “Share of profit/(loss) of joint ventures and associates” in the Consolidated Statement of Income, and fully reported as identified items included in Income/(loss) before taxation in the table above. Identified items related to subsidiaries are consolidated and reported across appropriate lines of the Consolidated Statement of Income. Only pre-tax identified items reported by subsidiaries are taken into account in the calculation of underlying operating expenses (Reference F).

    Provisions for onerous contracts: Provisions for onerous contracts that relate to businesses that Shell has exited or to redundant assets or assets that cannot be used.

    Fair value accounting of commodity derivatives and certain gas contracts: In the ordinary course of business, Shell enters into contracts to supply or purchase oil and gas products, as well as power and environmental products. Shell also enters into contracts for tolling, pipeline and storage capacity. Derivative contracts are entered into for mitigation of resulting economic exposures (generally price exposure) and these derivative contracts are carried at period-end market price (fair value), with movements in fair value recognised in income for the period. Supply and purchase contracts entered into for operational purposes, as well as contracts for tolling, pipeline and storage capacity, are, by contrast, recognised when the transaction occurs; furthermore, inventory is carried at historical cost or net realisable value, whichever is lower. As a consequence, accounting mismatches occur because: (a) the supply or purchase transaction is recognised in a different period, or (b) the inventory is measured on a different basis. In addition, certain contracts are, due to pricing or delivery conditions, deemed to contain embedded derivatives or written options and are also required to be carried at fair value even though they are entered into for operational purposes. The accounting impacts are reported as identified items.

    Impact of exchange rate movements and inflationary adjustments on tax balances represents the impact on tax balances of exchange rate movements and inflationary adjustments arising on (a) the conversion to dollars of the local currency tax base of non-monetary assets and liabilities, as well as losses (this primarily impacts the Upstream and Integrated Gas segments) and (b) the conversion of dollar-denominated inter-segment loans to local currency, leading to taxable exchange rate gains or losses (this primarily impacts the Corporate segment).

    Other identified items represent other credits or charges that based on Shell management’s assessment hinder the comparative understanding of Shell’s financial results from period to period.

             Page 33


    SHELL PLC
    4th QUARTER 2024 AND FULL YEAR UNAUDITED RESULTS

    B.    Adjusted Earnings per share

    Adjusted Earnings per share is calculated as Adjusted Earnings (see Reference A), divided by the weighted average number of shares used as the basis for basic earnings per share (see Note 4).

    C.    Cash capital expenditure

    Cash capital expenditure represents cash spent on maintaining and developing assets as well as on investments in the period. Management regularly monitors this measure as a key lever to delivering sustainable cash flows. Cash capital expenditure is the sum of the following lines from the Consolidated Statement of Cash Flows: Capital expenditure, Investments in joint ventures and associates and Investments in equity securities.

    See Note 2 “Segment information” for the reconciliation of cash capital expenditure.

    D.    Capital employed and Return on average capital employed

    Return on average capital employed (“ROACE”) measures the efficiency of Shell’s utilisation of the capital that it employs. Effective first quarter 2024, the definition of capital employed has been amended to reflect the deduction of cash and cash equivalents. In addition, the numerator applied to ROACE on an Adjusted Earnings plus non-controlling interest basis has been amended to remove interest on cash and cash equivalents for consistency with the revised capital employed definition. Comparative information has been revised to reflect the updated definition. Also, the presentation of ROACE on a net income basis has been discontinued, as this measure is not routinely used by management in assessing the efficiency of capital employed.

    The measure refers to Capital employed which consists of total equity, current debt, and non-current debt reduced by cash and cash equivalents.

    Management believes that the updated methodology better reflects Shell’s approach to managing capital employed, including the management of cash and cash equivalents alongside total debt and equity as part of the financial framework.

    In this calculation, the sum of Adjusted Earnings (see Reference A) plus non-controlling interest (NCI) excluding identified items for the current and previous three quarters, adjusted for after-tax interest expense and after-tax interest income, is expressed as a percentage of the average capital employed excluding cash and cash equivalents for the same period.

                           
     
    $ million Quarters
      Q4 2024 Q3 2024 Q4 2023
    Current debt 9,931 10,119 9,001
    Non-current debt 71,610 72,028 74,794
    Total equity 188,362 192,943 192,597
    Less: Cash and cash equivalents (38,774) (43,031) (40,246)
    Capital employed – opening 231,128 232,059 236,146
    Current debt 11,630 12,015 9,931
    Non-current debt 65,448 64,597 71,610
    Total equity 180,165 189,538 188,362
    Less: Cash and cash equivalents (39,110) (42,252) (38,774)
    Capital employed – closing 218,132 223,898 231,128
    Capital employed – average 224,630 227,979 233,637

             Page 34


    SHELL PLC
    4th QUARTER 2024 AND FULL YEAR UNAUDITED RESULTS

                           
     
    $ million Quarters
      Q4 2024 Q3 2024 Q4 2023
    Adjusted Earnings – current and previous three quarters (Reference A) 23,716 27,361 28,250
    Add: Income/(loss) attributable to NCI – current and previous three quarters 427 376 277
    Add: Current cost of supplies adjustment attributable to NCI – current and previous three quarters 14 56 (5)
    Less: Identified items attributable to NCI (Reference A) – current and previous three quarters 18 7 (11)
    Adjusted Earnings plus NCI excluding identified items – current and previous three quarters 24,139 27,787 28,534
    Add: Interest expense after tax – current and previous three quarters 2,701 2,698 2,728
    Less: Interest income after tax on cash and cash equivalents – current and previous three quarters 1,389 1,392 1,287
    Adjusted Earnings plus NCI excluding identified items before interest expense and interest income – current and previous three quarters 25,452 29,093 29,975
    Capital employed – average 224,630 227,979 233,637
    ROACE on an Adjusted Earnings plus NCI basis 11.3% 12.8% 12.8%

    E.    Net debt and gearing

    Net debt is defined as the sum of current and non-current debt, less cash and cash equivalents, adjusted for the fair value of derivative financial instruments used to hedge foreign exchange and interest rate risk relating to debt, and associated collateral balances. Management considers this adjustment useful because it reduces the volatility of net debt caused by fluctuations in foreign exchange and interest rates, and eliminates the potential impact of related collateral payments or receipts. Debt-related derivative financial instruments are a subset of the derivative financial instrument assets and liabilities presented on the balance sheet. Collateral balances are reported under “Trade and other receivables” or “Trade and other payables” as appropriate.

    Gearing is a measure of Shell’s capital structure and is defined as net debt (total debt less cash and cash equivalents) as a percentage of total capital (net debt plus total equity).

                           
     
    $ million  
      December 31, 2024 September 30, 2024 December 31, 2023
    Current debt 11,630    12,015    9,931   
    Non-current debt 65,448    64,597    71,610   
    Total debt 77,078    76,613    81,541   
    Of which lease liabilities 28,702    25,590    27,709   
    Add: Debt-related derivative financial instruments: net liability/(asset) 2,469    1,694    1,835   
    Add: Collateral on debt-related derivatives: net liability/(asset) (1,628)   (821)   (1,060)  
    Less: Cash and cash equivalents (39,110)   (42,252)   (38,774)  
    Net debt 38,809    35,234    43,542   
    Total equity 180,165    189,538    188,362   
    Total capital 218,974    224,772    231,902   
    Gearing 17.7  % 15.7  % 18.8  %

    F.    Operating expenses and Underlying operating expenses

    Operating expenses

    Operating expenses is a measure of Shell’s cost management performance, comprising the following items from the Consolidated Statement of Income: production and manufacturing expenses; selling, distribution and administrative expenses; and research and development expenses.

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    SHELL PLC
    4th QUARTER 2024 AND FULL YEAR UNAUDITED RESULTS

                                                   
     
    Q4 2024 $ million
      Total Integrated Gas Upstream Marketing Chemicals and Products Renewables and Energy Solutions Corporate
    Production and manufacturing expenses 5,839 982 2,470 270 1,632 480 5
    Selling, distribution and administrative expenses 3,231 39 96 2,258 471 241 126
    Research and development 331 40 69 73 46 37 66
    Operating expenses 9,401 1,061 2,635 2,602 2,149 757 196
                                                   
     
    Q3 2024 $ million
      Total Integrated Gas Upstream Marketing Chemicals and Products Renewables and Energy Solutions Corporate
    Production and manufacturing expenses 6,138 1,164 2,394 367 1,766 453 (6)
    Selling, distribution and administrative expenses 3,139 (1) (39) 2,408 453 209 110
    Research and development 294 27 75 55 34 22 81
    Operating expenses 9,570 1,190 2,430 2,830 2,253 684 185
                                                   
     
    Q4 2023 $ million
      Total Integrated Gas Upstream Marketing Chemicals and Products Renewables and Energy Solutions Corporate
    Production and manufacturing expenses 6,807 1,187 2,595 433 1,815 732 44
    Selling, distribution and administrative expenses1 3,621 39 109 2,520 530 271 153
    Research and development1 469 42 102 67 52 93 112
    Operating expenses 10,897 1,268 2,806 3,021 2,397 1,096 309
                                                   
     
    Full year 2024 $ million
      Total Integrated Gas Upstream Marketing Chemicals and Products Renewables and Energy Solutions Corporate
    Production and manufacturing expenses 23,379 4,153 9,351 1,322 6,605 1,934 14
    Selling, distribution and administrative expenses 12,439 164 176 9,149 1,637 887 426
    Research and development 1,099 125 263 209 151 94 257
    Operating expenses 36,918 4,441 9,791 10,681 8,392 2,915 698
                                                   
     
    Full year 2023 $ million
      Total Integrated Gas Upstream Marketing Chemicals and Products Renewables and Energy Solutions Corporate
    Production and manufacturing expenses 25,240 4,529 9,186 1,463 7,394 2,610 58
    Selling, distribution and administrative expenses1 13,433 154 325 9,426 2,023 1,058 446
    Research and development1 1,287 126 318 252 181 96 314
    Operating expenses 39,960 4,808 9,829 11,141 9,598 3,763 818

    1.From the first quarter 2024, Wholesale commercial fuels forms part of Mobility with inclusion in the Marketing segment (previously Chemicals and Products segment). Prior period comparatives have been revised to conform with current year presentation with an offsetting impact between Marketing and Chemicals and Products segments (see Note 2). Also, from the first quarter 2024, Shell’s longer-term innovation portfolio is managed centrally and hence reported as part of the Corporate segment (previously all other segments). Prior period comparatives have been revised to conform with current year presentation with an offsetting impact on all the other segments (see Note 2).

    Underlying operating expenses

    Underlying operating expenses is a measure aimed at facilitating a comparative understanding of performance from period to period by removing the effects of identified items, which, either individually or collectively, can cause volatility, in some cases driven by external factors.

             Page 36


    SHELL PLC
    4th QUARTER 2024 AND FULL YEAR UNAUDITED RESULTS

                                       
         
    Quarters $ million Full year
    Q4 2024 Q3 2024 Q4 2023   2024 2023
    9,401    9,570    10,897    Operating expenses 36,918    39,960   
    (174)   (552)   (274)   Redundancy and restructuring (charges)/reversal (1,009)   (325)  
    (88)   (154)   (58)   (Provisions)/reversal (454)   (434)  
    —    —    —    Other 252    —   
    (262)   (706)   (332)   Total identified items (1,210)   (758)  
    9,138    8,864    10,565    Underlying operating expenses 35,707    39,201   

    G.    Free cash flow and Organic free cash flow

    Free cash flow is used to evaluate cash available for financing activities, including dividend payments and debt servicing, after investment in maintaining and growing the business. It is defined as the sum of “Cash flow from operating activities” and “Cash flow from investing activities”.

    Cash flows from acquisition and divestment activities are removed from Free cash flow to arrive at the Organic free cash flow, a measure used by management to evaluate the generation of free cash flow without these activities.

                                       
     
    Quarters $ million Full year
    Q4 2024 Q3 2024 Q4 2023   2024 2023
    13,162    14,684    12,575    Cash flow from operating activities 54,684    54,191   
    (4,431)   (3,857)   (5,657)   Cash flow from investing activities (15,154)   (17,734)  
    8,731    10,827    6,918    Free cash flow 39,530    36,457   
    805    194    612    Less: Divestment proceeds (Reference I) 2,793    3,091   
      —    —    Add: Tax paid on divestments (reported under “Other investing cash outflows”)      
    525    —    206    Add: Cash outflows related to inorganic capital expenditure1 776    2,522   
    8,453    10,633    6,511    Organic free cash flow2 37,514    35,888   

    1.Cash outflows related to inorganic capital expenditure includes portfolio actions which expand Shell’s activities through acquisitions and restructuring activities as reported in capital expenditure lines in the Consolidated Statement of Cash Flows.

    2.Free cash flow less divestment proceeds, adding back outflows related to inorganic expenditure.

    H.    Cash flow from operating activities and cash flow from operating activities excluding working capital movements

    Working capital movements are defined as the sum of the following items in the Consolidated Statement of Cash Flows: (i) (increase)/decrease in inventories, (ii) (increase)/decrease in current receivables, and (iii) increase/(decrease) in current payables.

    Cash flow from operating activities excluding working capital movements is a measure used by Shell to analyse its operating cash generation over time excluding the timing effects of changes in inventories and operating receivables and payables from period to period.

                                       
     
    Quarters $ million Full year
    Q4 2024 Q3 2024 Q4 2023   2024 2023
    13,162    14,684    12,575    Cash flow from operating activities 54,684    54,191   
    131    2,705    4,088    (Increase)/decrease in inventories 1,273    6,325   
    751    4,057    (704)   (Increase)/decrease in current receivables 6,578    12,401   
    1,524    (4,096)   (701)   Increase/(decrease) in current payables1 (5,789)   (11,581)  
    2,407    2,665    2,683    (Increase)/decrease in working capital 2,062    7,145   
    10,755    12,019    9,891    Cash flow from operating activities excluding working capital movements 52,622    47,052   

    1.To further enhance consistency between working capital and the Balance Sheet and the Statement of Cash Flows, from January 1, 2024, onwards movements in current other provisions are recognised in ‘Decommissioning and other provisions’ instead of ‘Increase/(decrease) in current payables’. Comparatives for the fourth quarter 2023 and the full year 2023 have been reclassified accordingly by $653 million and $693 million respectively to conform with current period presentation.

             Page 37


    SHELL PLC
    4th QUARTER 2024 AND FULL YEAR UNAUDITED RESULTS

    I.    Divestment proceeds

    Divestment proceeds represent cash received from divestment activities in the period. Management regularly monitors this measure as a key lever to deliver free cash flow.

                                       
     
    Quarters $ million Full year
    Q4 2024 Q3 2024 Q4 2023   2024 2023
    493    94 540 Proceeds from sale of property, plant and equipment and businesses 1,621 2,565
    305    94 49 Proceeds from joint ventures and associates from sale, capital reduction and repayment of long-term loans 590 474
      6 24 Proceeds from sale of equity securities 582 51
    805    194 612 Divestment proceeds 2,793 3,091

    J.    Structural cost reduction

    The structural cost reduction target is used for the purpose of demonstrating how management drives cost discipline across the entire organisation, simplifying our processes and portfolio, and streamlining the way we work.

    Structural cost reduction describes the decrease in underlying operating expenses as a result of operational efficiencies, divestments, workforce reductions and other cost-saving measures that are expected to be sustainable compared with 2022 levels.

    The total change between periods in underlying operating expenses will reflect both structural cost reductions and other changes in spend, including market factors, such as inflation and foreign exchange impacts, as well as changes in activity levels and costs associated with new operations.

    Structural cost reductions are stewarded internally to support management’s oversight of spending over time. 2025 target reflects annualised saving achieved by end-2025.

                           
     
    $ million
      2024 2023 Total1
    Underlying Operating expenses current year 35,707    39,201     
    Underlying Operating expenses previous year 39,201    39,456     
    Total decrease in Underlying operating expenses (3,494)   (255)   (3,749)  
    Of which:      
    Structural cost reduction (2,132)   (987)   (3,119)  
    (Decrease)/Increase of underlying operating expenses except structural cost reduction (1,362)   732    (630)  

    1.Structural cost reductions up to 2024 compared with 2022.

             Page 38


    SHELL PLC
    4th QUARTER 2024 AND FULL YEAR UNAUDITED RESULTS

    CAUTIONARY STATEMENT

    All amounts shown throughout this Unaudited Condensed Financial Report are unaudited. All peak production figures in Portfolio Developments are quoted at 100% expected production. The numbers presented throughout this Unaudited Condensed Financial Report may not sum precisely to the totals provided and percentages may not precisely reflect the absolute figures, due to rounding.

    The companies in which Shell plc directly and indirectly owns investments are separate legal entities. In this Unaudited Condensed Financial Report, “Shell”, “Shell Group” and “Group” are sometimes used for convenience where references are made to Shell plc and its subsidiaries in general. Likewise, the words “we”, “us” and “our” are also used to refer to Shell plc and its subsidiaries in general or to those who work for them. These terms are also used where no useful purpose is served by identifying the particular entity or entities. “Subsidiaries”, “Shell subsidiaries” and “Shell companies” as used in this Unaudited Condensed Financial Report, refer to entities over which Shell plc either directly or indirectly has control. The terms “joint venture”, “joint operations”, “joint arrangements”, and “associates” may also be used to refer to a commercial arrangement in which Shell has a direct or indirect ownership interest with one or more parties. The term “Shell interest” is used for convenience to indicate the direct and/or indirect ownership interest held by Shell in an entity or unincorporated joint arrangement, after exclusion of all third-party interest.

    Forward-Looking Statements

    This Unaudited Condensed Financial Report contains forward-looking statements (within the meaning of the U.S. Private Securities Litigation Reform Act of 1995) concerning the financial condition, results of operations and businesses of Shell. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. Forward-looking statements are statements of future expectations that are based on management’s current expectations and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in these statements. Forward-looking statements include, among other things, statements concerning the potential exposure of Shell to market risks and statements expressing management’s expectations, beliefs, estimates, forecasts, projections and assumptions. These forward-looking statements are identified by their use of terms and phrases such as “aim”; “ambition”; “anticipate”; “believe”; “commit”; “commitment”; “could”; “estimate”; “expect”; “goals”; “intend”; “may”; “milestones”; “objectives”; “outlook”; “plan”; “probably”; “project”; “risks”; “schedule”; “seek”; “should”; “target”; “will”; “would” and similar terms and phrases. There are a number of factors that could affect the future operations of Shell and could cause those results to differ materially from those expressed in the forward-looking statements included in this Unaudited Condensed Financial Report, including (without limitation): (a) price fluctuations in crude oil and natural gas; (b) changes in demand for Shell’s products; (c) currency fluctuations; (d) drilling and production results; (e) reserves estimates; (f) loss of market share and industry competition; (g) environmental and physical risks; (h) risks associated with the identification of suitable potential acquisition properties and targets, and successful negotiation and completion of such transactions; (i) the risk of doing business in developing countries and countries subject to international sanctions; (j) legislative, judicial, fiscal and regulatory developments including regulatory measures addressing climate change; (k) economic and financial market conditions in various countries and regions; (l) political risks, including the risks of expropriation and renegotiation of the terms of contracts with governmental entities, delays or advancements in the approval of projects and delays in the reimbursement for shared costs; (m) risks associated with the impact of pandemics, such as the COVID-19 (coronavirus) outbreak, regional conflicts, such as the Russia-Ukraine war, and a significant cyber security breach; and (n) changes in trading conditions. No assurance is provided that future dividend payments will match or exceed previous dividend payments. All forward-looking statements contained in this Unaudited Condensed Financial Report are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Readers should not place undue reliance on forward-looking statements. Additional risk factors that may affect future results are contained in Shell plc’s Form 20-F for the year ended December 31, 2023 (available at www.shell.com/investors/news-and-filings/sec-filings.html and www.sec.gov). These risk factors also expressly qualify all forward-looking statements contained in this Unaudited Condensed Financial Report and should be considered by the reader. Each forward-looking statement speaks only as of the date of this Unaudited Condensed Financial Report, January 30, 2025. Neither Shell plc nor any of its subsidiaries undertake any obligation to publicly update or revise any forward-looking statement as a result of new information, future events or other information. In light of these risks, results could differ materially from those stated, implied or inferred from the forward-looking statements contained in this Unaudited Condensed Financial Report.

    Shell’s Net Carbon Intensity

    Also, in this Unaudited Condensed Financial Report we may refer to Shell’s “Net Carbon Intensity” (NCI), which includes Shell’s carbon emissions from the production of our energy products, our suppliers’ carbon emissions in supplying energy for that production and our customers’ carbon emissions associated with their use of the energy products we sell. Shell’s NCI also includes the emissions associated with the production and use of energy products produced by others which Shell purchases for resale. Shell only controls its own emissions. The use of the terms Shell’s “Net Carbon Intensity” or NCI is for convenience only and not intended to suggest these emissions are those of Shell plc or its subsidiaries.

    Shell’s Net-Zero Emissions Target

    Shell’s operating plan, outlook and budgets are forecasted for a ten-year period and are updated every year. They reflect the current economic environment and what we can reasonably expect to see over the next ten years. Accordingly, they reflect our Scope 1, Scope 2 and NCI targets over the next ten years. However, Shell’s operating plans cannot reflect our 2050 net-zero emissions target, as this target is currently outside our planning period. In the future, as society moves towards net-zero emissions, we expect Shell’s operating plans to reflect this movement. However, if society is not net zero in 2050, as of today, there would be significant risk that Shell may not meet this target.

    Forward-Looking Non-GAAP measures

    This Unaudited Condensed Financial Report may contain certain forward-looking non-GAAP measures such as cash capital expenditure and divestments. We are unable to provide a reconciliation of these forward-looking non-GAAP measures to the most comparable GAAP financial measures because certain information needed to reconcile those non-GAAP measures to the most comparable GAAP financial measures is dependent on future events some of which are outside the control of Shell, such as oil and gas prices, interest rates and exchange rates. Moreover, estimating such GAAP measures with the required precision necessary to provide a meaningful reconciliation is extremely difficult and could not be accomplished without unreasonable effort. Non-GAAP measures in respect of future periods which cannot be reconciled to the most comparable GAAP financial measure are calculated in a manner which is consistent with the accounting policies applied in Shell plc’s consolidated financial statements.

    The contents of websites referred to in this Unaudited Condensed Financial Report do not form part of this Unaudited Condensed Financial Report.

    We may have used certain terms, such as resources, in this Unaudited Condensed Financial Report that the United States Securities and Exchange Commission (SEC) strictly prohibits us from including in our filings with the SEC. Investors are urged to consider closely the disclosure in our Form 20-F, File No 1-32575, available on the SEC website www.sec.gov.

    This Unaudited Condensed Financial Report contains inside information.

    January 30, 2025

             Page 39


    SHELL PLC
    4th QUARTER 2024 AND FULL YEAR UNAUDITED RESULTS

         
    The information in this Unaudited Condensed Financial Report reflects the unaudited consolidated financial position and results of Shell plc. Company No. 4366849, Registered Office: Shell Centre, London, SE1 7NA, England, UK.

    Contacts:

    – Sean Ashley, Company Secretary

    – Media: International +44 (0) 207 934 5550; USA +1 832 337 4355

    LEI number of Shell plc: 21380068P1DRHMJ8KU70

    Classification: Inside Information

             Page 40

    The MIL Network

  • MIL-OSI: Shell plc publishes fourth quarter 2024 press release

    Source: GlobeNewswire (MIL-OSI)

    London, January 30, 2025

    “2024 was another year of strong financial performance across Shell. Despite the lower earnings this quarter, cash delivery remained solid and we generated free cash flow of $40 billion across the year, higher than 2023, in a lower price environment. Our continued focus on simplification helped to deliver over $3 billion in structural cost reductions since 2022, meeting our target ahead of schedule, whilst also making significant progress against all our other financial targets1.

    Today, we announce a 4% increase in our dividends and another $3.5 billion buyback programme, making this the 13th consecutive quarter of at least $3 billion of buybacks, all whilst further strengthening our balance sheet this year to position us well for the future.

    We will outline the next steps in our strategy to deliver more value with less emissions at our Capital Markets Day in March.”

    Shell plc Chief Executive Officer, Wael Sawan


    SOLID CASH FLOW GENERATION; RESILIENT DISTRIBUTIONS

    • Robust CFFO of $13.2 billion in Q4 2024, with CFFO of $54.7 billion and free cash flow of $39.5 billion for the full year 2024. $22.6 billion distributed to shareholders in 2024, representing 41% of CFFO generated.
    • Q4 2024 Adjusted Earnings2 of $3.7 billion reflect lower prices and margins, higher exploration well write-offs, and the non-cash impact of expiring hedging contracts on LNG trading and optimisation results.
    • Structural cost reductions of $3.1 billion achieved since 2022, meeting the 2023 Capital Markets Day (CMD23) target a year early, with significant progress against the other CMD23 financial targets1.
    • Focus on disciplined capital allocation drove down 2024 cash capex to $21.1 billion; our cash capex range for the full year 2025 is expected to be lower than our 2024 range, with more guidance to come at the Capital Markets Day in March.
    • Increasing dividend per share by 4% to $0.358 for the fourth quarter, while commencing a $3.5 billion share buyback programme, expected to be completed by Q1 2025 results announcement. 
    $ million2 Adj. Earnings Adj. EBITDA CFFO Cash capex
    Integrated Gas 2,165 4,568 4,391 1,337
    Upstream 1,682 7,676 4,509 2,076
    Marketing 839 1,709 1,363 811
    Chemicals & Products3 (229) 475 2,032 1,392
    Renewables & Energy Solutions (311) (123) 850 1,277
    Corporate (380) (24) 16 30
    Less: Non-controlling interest (NCI) 106      
    Shell Q4 2024 3,661 14,281 13,162 6,924
    Q3 2024 6,028 16,005 14,684 4,950
    FY 2024 23,716 65,803 54,684 21,084
    FY 2023 28,250 68,538 54,191 24,392

    1Progress to date on the financial targets that were announced during Capital Markets Day in June 2023 is available at www.shell.com/2024-progress-on-cmd23.html.

    2Income/(loss) attributable to shareholders for Q4 2024 is $0.9 billion. Reconciliation of non-GAAP measures can be found in the unaudited results, available at www.shell.com/investors.

    3Chemicals & Products Adjusted Earnings at a subsegment level are as follows – Chemicals $(0.3) billion and Products $0.0 billion.

    • CFFO of $13.2 billion for Q4 2024 includes a working capital inflow of $2.4 billion. CFFO reflects tax payments of $2.9 billion, and a $1.4 billion outflow1 related to the timing impact of payments for emissions certificates and biofuel programmes.
    • Net debt increased by $3.6 billion over the quarter to $38.8 billion, reflecting the recognition of the LNG Canada pipeline lease liability. Net debt at the end of 2024 was $4.7 billion lower than at the beginning of the year.
    $ billion2 Q4 2023 Q1 2024 Q2 2024 Q3 2024 Q4 2024
    Divestment proceeds 0.6 1.0 0.8 0.2 0.8
    Free cash flow 6.9 9.8 10.2 10.8 8.7
    Net debt 43.5 40.5 38.3 35.2 38.8


    1 Includes payments for the Brennstoffemissionshandelsgesetz (Fuel Emissions Trading Act), excludes the payment of German Mineral Oil Taxes.

    2 Reconciliation of non-GAAP measures can be found in the unaudited results, available at www.shell.com/investors.

    Q4 2024 FINANCIAL PERFORMANCE DRIVERS

    INTEGRATED GAS

    Key data Q3 2024 Q4 2024 Q1 2025 outlook
    Realised liquids price ($/bbl) 63 63
    Realised gas price ($/thousand scf) 7.9 8.1
    Production (kboe/d) 941 905 930 – 990
    LNG liquefaction volumes (MT) 7.5 7.1 6.6 – 7.2
    LNG sales volumes (MT) 17.0 15.5
    • Adjusted Earnings reflect lower trading and optimisation results driven by the (non-cash) impact of expiring hedging contracts, and lower volumes due to Pearl GTL turnaround, lower feedgas supply and lower liftings (timing) versus Q3 2024.
    • Q1 2025 production outlook reflects Pearl GTL being back in operation; LNG liquefaction volumes outlook is impacted by lower feedgas supply.

    UPSTREAM

    Key data Q3 2024 Q4 2024 Q1 2025 outlook
    Realised liquids price ($/bbl) 75 71
    Realised gas price ($/thousand scf) 6.6 7.0
    Liquids production (kboe/d) 1,321 1,332
    Gas production (million scf/d) 2,844 3,056
    Total production (kboe/d) 1,811 1,859 1,750 – 1,950
    • Adjusted Earnings reflect higher volumes, offset by lower prices, above-average well write-offs, and higher year-end opex.
    • First production achieved from Mero-3 and Whale (January), and FID taken on Bonga North, supporting portfolio longevity.

    MARKETING

    Key data Q3 2024 Q4 2024 Q1 2025 outlook
    Marketing sales volumes (kb/d) 2,945 2,795 2,500 – 3,000
    Mobility (kb/d) 2,119 2,041
    Lubricants (kb/d) 81 77
    Sectors & Decarbonisation (kb/d) 745 678

    Wholesale commercial fuels, previously reported in the Chemicals & Products segment, is reported in the Marketing segment (Mobility) with effect from Q1 2024.
    Comparative information for the Marketing segment and the Chemicals & Products segment has been revised.

    • Adjusted Earnings in Q4 2024 reflect the seasonal impact of lower volumes and lower Mobility margins.
    • 2024 full year Adjusted Earnings were $3.9 billion, up $0.6 billion from 2023, driven by improved margins and lower opex.

    CHEMICALS & PRODUCTS

    Key data Q3 2024 Q4 2024 Q1 2025 outlook1
    Refinery processing intake (kb/d) 1,305 1,215
    Chemicals sales volumes (kT) 3,015 2,926
    Refinery utilisation (%) 81 76 80 – 88
    Chemicals manufacturing plant utilisation (%) 76 75 78 – 86
    Global indicative refining margin ($/bbl) 5.5 5.5
    Global indicative chemical margin ($/t) 164 138

    1Oil sands production: In Q1 2025, Shell’s remaining interest in the Canadian oil sands is expected to be swapped for an additional 10% interest in the Scotford upgrader and Quest CCS projects.

    Wholesale commercial fuels, previously reported in the Chemicals & Products segment, is reported in the Marketing segment (Mobility) with effect from Q1 2024.
    Comparative information for the Marketing segment and the Chemicals & Products segment has been revised.

    • Adjusted Earnings reflect significantly lower contribution from trading and optimisation, including seasonality effects, and continued weak chemicals margin environment.

    RENEWABLES & ENERGY SOLUTIONS

    Key data Q3 2024 Q4 2024
    External power sales (TWh) 79 76
    Sales of pipeline gas to end-use customers (TWh) 148 165
    Renewables power generation capacity (GW)* 7.3 7.4
    • in operation (GW)
    3.4 3.4
    • under construction and/or committed for sale (GW)
    3.9 4.0

      *Excludes Shell’s equity share of associates where information cannot be obtained.

    • Adjusted Earnings were lower than in Q3 2024, largely driven by one-off tax charges in the quarter.
    • Acquired a 609 MW combined-cycle gas turbine power plant in Rhode Island, USA.

    Renewables and Energy Solutions includes activities such as renewable power generation, the marketing and trading and optimisation of power and pipeline gas, as well as carbon credits, and digitally enabled customer solutions. It also includes the production and marketing of hydrogen, development of commercial carbon capture and storage hubs, investment in nature-based projects that avoid or reduce carbon emissions, and Shell Ventures, which invests in companies that work to accelerate the energy and mobility transformation.

    CORPORATE

    Key data Q3 2024 Q4 2024 Q1 2025 outlook
    Adjusted Earnings ($ billion) (0.6) (0.4) (0.6) – (0.4)

    2024 FULL YEAR

    $ billion Adj. Earnings CFFO excl. WC CFFO Cash capex Free cash flow
    FY 2024 23.7 52.6 54.7 21.1 39.5
    FY 2023 28.3 47.1 54.2 24.4 36.5
    Operational performance FY 2023 FY 2024 % change
    Oil and gas production (kboe/d) 2,791 2,836 2%
    LNG liquefaction volumes (MT) 28.3 29.1 3%
    Marketing sales volumes (kb/d) 3,045 2,843 (7)%
    Refinery processing intake (kb/d) 1,349 1,344 (0)%
    Chemicals sales volumes (kT) 11,245 11,875 6%
    Macro indicators FY 2023 FY 2024 % change
    Brent ($/bbl) 83 81 (2)%
    Henry Hub ($/MMBtu) 2.5 2.2 (13)%
    EU TTF ($/MMBtu) 13.0 11.0 (16)%
    Indicative refining margin ($/bbl) 12.5 7.7 (38)%
    Indicative chemicals margin ($/t) 133 152 14%

    UPCOMING INVESTOR EVENTS

    February 25, 2025 Shell LNG Outlook 2025 publication
    March 25, 2025 Capital Markets Day 2025
    May 2, 2025 First quarter 2025 results and dividends
    May 20, 2025 Annual General Meeting
    July 31, 2025 Second quarter 2025 results and dividends
    October 30, 2025 Third quarter 2025 results and dividends

    USEFUL LINKS

    Results materials Q4 2024

    Quarterly Databook Q4 2024

    Webcast registration Q4 2024

    Dividend announcement Q4 2024

    ALTERNATIVE PERFORMANCE (NON-GAAP) MEASURES

    This announcement includes certain measures that are calculated and presented on the basis of methodologies other than in accordance with generally accepted accounting principles (GAAP) such as IFRS, including Adjusted Earnings, Adjusted EBITDA, CFFO excluding working capital movements, Cash capital expenditure, free cash flow, Divestment proceeds and Net debt. This information, along with comparable GAAP measures, is useful to investors because it provides a basis for measuring Shell plc’s operating performance and ability to retire debt and invest in new business opportunities. Shell plc’s management uses these financial measures, along with the most directly comparable GAAP financial measures, in evaluating the business performance.

    This announcement may contain certain forward-looking non-GAAP measures for cash capital expenditure and divestments. We are unable to provide a reconciliation of these forward-looking non-GAAP measures to the most comparable GAAP financial measures because certain information needed to reconcile the non-GAAP measures to the most comparable GAAP financial measures is dependent on future events some of which are outside the control of the company, such as oil and gas prices, interest rates and exchange rates. Moreover, estimating such GAAP measures with the required precision necessary to provide a meaningful reconciliation is extremely difficult and could not be accomplished without unreasonable effort. Non-GAAP measures in respect of future periods which cannot be reconciled to the most comparable GAAP financial measure are estimated in a manner which is consistent with the accounting policies applied in Shell plc’s consolidated financial statements.

    CAUTIONARY STATEMENT

    The companies in which Shell plc directly and indirectly owns investments are separate legal entities. In this announcement “Shell”, “Shell Group” and “Group” are sometimes used for convenience where references are made to Shell plc and its subsidiaries in general. Likewise, the words “we”, “us” and “our” are also used to refer to Shell plc and its subsidiaries in general or to those who work for them. These terms are also used where no useful purpose is served by identifying the particular entity or entities. “Subsidiaries”, “Shell subsidiaries” and “Shell companies” as used in this announcement refer to entities over which Shell plc either directly or indirectly has control. The terms “joint venture”, “joint operations”, “joint arrangements”, and “associates” may also be used to refer to a commercial arrangement in which Shell has a direct or indirect ownership interest with one or more parties. The term “Shell interest” is used for convenience to indicate the direct and/or indirect ownership interest held by Shell in an entity or unincorporated joint arrangement, after exclusion of all third-party interest.

    This announcement contains forward-looking statements (within the meaning of the U.S. Private Securities Litigation Reform Act of 1995) concerning the financial condition, results of operations and businesses of Shell. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. Forward-looking statements are statements of future expectations that are based on management’s current expectations and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in these statements. Forward-looking statements include, among other things, statements concerning the potential exposure of Shell to market risks and statements expressing management’s expectations, beliefs, estimates, forecasts, projections and assumptions. These forward-looking statements are identified by their use of terms and phrases such as “aim”; “ambition”; “anticipate”; “believe”; “commit”; “commitment”; “could”; “estimate”; “expect”; “goals”; “intend”; “may”; “milestones”; “objectives”; “outlook”; “plan”; “probably”; “project”; “risks”; “schedule”; “seek”; “should”; “target”; “will”; “would” and similar terms and phrases. There are a number of factors that could affect the future operations of Shell and could cause those results to differ materially from those expressed in the forward-looking statements included in this announcement, including (without limitation): (a) price fluctuations in crude oil and natural gas; (b) changes in demand for Shell’s products; (c) currency fluctuations; (d) drilling and production results; (e) reserves estimates; (f) loss of market share and industry competition; (g) environmental and physical risks; (h) risks associated with the identification of suitable potential acquisition properties and targets, and successful negotiation and completion of such transactions; (i) the risk of doing business in developing countries and countries subject to international sanctions; (j) legislative, judicial, fiscal and regulatory developments including regulatory measures addressing climate change; (k) economic and financial market conditions in various countries and regions; (l) political risks, including the risks of expropriation and renegotiation of the terms of contracts with governmental entities, delays or advancements in the approval of projects and delays in the reimbursement for shared costs; (m) risks associated with the impact of pandemics, such as the COVID-19 (coronavirus) outbreak, regional conflicts, such as the Russia-Ukraine war, and a significant cyber security breach; and (n) changes in trading conditions. No assurance is provided that future dividend payments will match or exceed previous dividend payments. All forward-looking statements contained in this announcement are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Readers should not place undue reliance on forward-looking statements. Additional risk factors that may affect future results are contained in Shell plc’s Form 20-F for the year ended December 31, 2023 (available at www.shell.com/investors/news-and-filings/sec-filings.html and www.sec.gov). These risk factors also expressly qualify all forward-looking statements contained in this announcement and should be considered by the reader. Each forward-looking statement speaks only as of the date of this announcement, January 30, 2025. Neither Shell plc nor any of its subsidiaries undertake any obligation to publicly update or revise any forward-looking statement as a result of new information, future events or other information. In light of these risks, results could differ materially from those stated, implied or inferred from the forward-looking statements contained in this announcement.

    All amounts shown throughout this announcement are unaudited. The numbers presented throughout this announcement may not sum precisely to the totals provided and percentages may not precisely reflect the absolute figures, due to rounding.

    Shell’s Net Carbon Intensity

    Also, in this announcement we may refer to Shell’s “Net Carbon Intensity” (NCI), which includes Shell’s carbon emissions from the production of our energy products, our suppliers’ carbon emissions in supplying energy for that production and our customers’ carbon emissions associated with their use of the energy products we sell. Shell’s NCI also includes the emissions associated with the production and use of energy products produced by others which Shell purchases for resale. Shell only controls its own emissions. The use of the terms Shell’s “Net Carbon Intensity” or NCI is for convenience only and not intended to suggest these emissions are those of Shell plc or its subsidiaries.

    Shell’s Net-Zero Emissions Target

    Shell’s operating plan, outlook and budgets are forecasted for a ten-year period and are updated every year. They reflect the current economic environment and what we can reasonably expect to see over the next ten years. Accordingly, they reflect our Scope 1, Scope 2 and NCI targets over the next ten years. However, Shell’s operating plans cannot reflect our 2050 net-zero emissions target, as this target is currently outside our planning period. In the future, as society moves towards net-zero emissions, we expect Shell’s operating plans to reflect this movement. However, if society is not net zero in 2050, as of today, there would be significant risk that Shell may not meet this target.

    The content of websites referred to in this announcement does not form part of this announcement.

    We may have used certain terms, such as resources, in this announcement that the United States Securities and Exchange Commission (SEC) strictly prohibits us from including in our filings with the SEC. Investors are urged to consider closely the disclosure in our Form 20-F, File No 1-32575, available on the SEC website www.sec.gov.

    The financial information presented in this announcement does not constitute statutory accounts within the meaning of section 434(3) of the Companies Act 2006 (“the Act”). Statutory accounts for the year ended December 31, 2023 were published in Shell’s Annual Report and Accounts, a copy of which was delivered to the Registrar of Companies for England and Wales, and in Shell’s Form 20-F. The auditor’s report on those accounts was unqualified, did not include a reference to any matters to which the auditor drew attention by way of emphasis without qualifying the report and did not contain a statement under sections 498(2) or 498(3) of the Act. The statutory accounts for the year ended December 31, 2024 will be delivered to the Registrar of Companies for England and Wales in due course.

    The information in this announcement does not constitute the unaudited condensed consolidated financial statements which are contained in Shell’s fourth quarter 2024 and full year 2024 unaudited results available on www.shell.com/investors.

    CONTACTS

    • Media: International +44 207 934 5550; USA +1 832 337 4355

    The MIL Network

  • MIL-OSI: Shell plc Fourth Quarter 2024 Interim Dividend

    Source: GlobeNewswire (MIL-OSI)

    London, January 30, 2025 − The Board of Shell plc (the “Company”) (XLON: SHEL, XNYS: SHEL, XAMS: SHELL) today announced an interim dividend in respect of the fourth quarter of 2024 of US$ 0.358 per ordinary share.

    Details relating to the fourth quarter 2024 interim dividend

    Per ordinary share
    (GB00BP6MXD84)
    Q4 2024
    Shell Shares (US$) 0.358

    Shareholders will be able to elect to receive their dividends in US dollars, euros or pounds sterling.

    Absent any valid election to the contrary, persons holding their ordinary shares through Euroclear Nederland will receive their dividends in euros.

    Absent any valid election to the contrary, shareholders (both holding in certificated and uncertificated form (CREST members)) and persons holding their shares through the Shell Corporate Nominee will receive their dividends in pounds sterling.

    The pound sterling and euro equivalent dividend payments will be announced on March 10, 2025.

    Per ADS
    (US7802593050)
    Q4 2024
    Shell ADSs (US$) 0.716

    Cash dividends on American Depositary Shares (“ADSs”) will be paid, by default, in US dollars.

    Each ADS represents two ordinary shares. ADSs are evidenced by an American Depositary Receipt (“ADR”) certificate. In many cases the terms ADR and ADS are used interchangeably.

    Dividend timetable for the fourth quarter 2024 interim dividend

    Event Date
    Announcement date January 30, 2025
    Ex- Dividend Date for ADSs February 14, 2025
    Ex- Dividend Date for ordinary shares February 13, 2025
    Record date February 14, 2025
    Closing of currency election date (see Note below) February 28, 2025
    Pound sterling and euro equivalents announcement date March 10, 2025
    Payment date March 24, 2025

    Note

    A different currency election date may apply to shareholders holding shares in a securities account with a bank or financial institution ultimately holding through Euroclear Nederland. This may also apply to other shareholders who do not hold their shares either directly on the Register of Members or in the corporate sponsored nominee arrangement. Shareholders can contact their broker, financial intermediary, bank or financial institution for the election deadline that applies.

    Taxation – cash dividends

    If you are uncertain as to the tax treatment of any dividends you should consult your tax advisor.

    Dividend Reinvestment Programmes (“DRIP”)

    The following organisations offer Dividend Reinvestment Plans (“DRIPs”) which enable the Company’s shareholders to elect to have their dividend payments used to purchase the Company’s shares:

    • Equiniti Financial Services Limited (“EFSL”), for those holding shares (a) directly on the register as certificate holder or as CREST Member and (b) via the Shell Corporate Nominee;
    • ABN-AMRO NV (“ABN”) for Financial Intermediaries holding shares via Euroclear Nederland;
    • JPMorgan Chase Bank, N.A. (“JPM”) for holders of ADSs; and
    • Other DRIPs may also be available from the intermediary through which investors hold their shares and ADSs.

    These DRIP offerors provide their DRIPs fully on their account and not on behalf of the Company. Interested parties should contact the relevant DRIP offeror directly.

    More information can be found at https://www.shell.com/drip

    To be eligible to participate in the DRIPs for the next dividend, shareholders must make a valid dividend reinvestment election before the published date for the close of elections. 

    Enquiries
    Media International: +44 207 934 5550
    Media Americas: +1 832 337 4355

    Cautionary Note

    The companies in which Shell plc directly and indirectly owns investments are separate legal entities. In this announcement “Shell”, “Shell Group” and “Group” are sometimes used for convenience where references are made to Shell plc and its subsidiaries in general. Likewise, the words “we”, “us” and “our” are also used to refer to Shell plc and its subsidiaries in general or to those who work for them. These terms are also used where no useful purpose is served by identifying the particular entity or entities. ‘‘Subsidiaries’’, “Shell subsidiaries” and “Shell companies” as used in this announcement refer to entities over which Shell plc either directly or indirectly has control. The terms “joint venture”, “joint operations”, “joint arrangements”, and “associates” may also be used to refer to a commercial arrangement in which Shell has a direct or indirect ownership interest with one or more parties.  The term “Shell interest” is used for convenience to indicate the direct and/or indirect ownership interest held by Shell in an entity or unincorporated joint arrangement, after exclusion of all third-party interest.

    Forward-Looking Statements

    This announcement contains forward-looking statements (within the meaning of the U.S. Private Securities Litigation Reform Act of 1995) concerning the financial condition, results of operations and businesses of Shell. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. Forward-looking statements are statements of future expectations that are based on management’s current expectations and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in these statements. Forward-looking statements include, among other things, statements concerning the potential exposure of Shell to market risks and statements expressing management’s expectations, beliefs, estimates, forecasts, projections and assumptions. These forward-looking statements are identified by their use of terms and phrases such as “aim”; “ambition”; ‘‘anticipate’’; ‘‘believe’’; “commit”; “commitment”; ‘‘could’’; ‘‘estimate’’; ‘‘expect’’; ‘‘goals’’; ‘‘intend’’; ‘‘may’’; “milestones”; ‘‘objectives’’; ‘‘outlook’’; ‘‘plan’’; ‘‘probably’’; ‘‘project’’; ‘‘risks’’; “schedule”; ‘‘seek’’; ‘‘should’’; ‘‘target’’; ‘‘will’’; “would” and similar terms and phrases. There are a number of factors that could affect the future operations of Shell and could cause those results to differ materially from those expressed in the forward-looking statements included in this announcement, including (without limitation): (a) price fluctuations in crude oil and natural gas; (b) changes in demand for Shell’s products; (c) currency fluctuations; (d) drilling and production results; (e) reserves estimates; (f) loss of market share and industry competition; (g) environmental and physical risks; (h) risks associated with the identification of suitable potential acquisition properties and targets, and successful negotiation and completion of such transactions; (i) the risk of doing business in developing countries and countries subject to international sanctions; (j) legislative, judicial, fiscal and regulatory developments including regulatory measures addressing climate change; (k) economic and financial market conditions in various countries and regions; (l) political risks, including the risks of expropriation and renegotiation of the terms of contracts with governmental entities, delays or advancements in the approval of projects and delays in the reimbursement for shared costs; (m) risks associated with the impact of pandemics, such as the COVID-19 (coronavirus) outbreak, regional conflicts, such as the Russia-Ukraine war, and a significant cyber security breach; and (n) changes in trading conditions. No assurance is provided that future dividend payments will match or exceed previous dividend payments. All forward-looking statements contained in this announcement are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Readers should not place undue reliance on forward-looking statements. Additional risk factors that may affect future results are contained in Shell plc’s Form 20-F for the year ended December 31, 2023 (available at www.shell.com/investors/news-and-filings/sec-filings.html and www.sec.gov). These risk factors also expressly qualify all forward-looking statements contained in this announcement and should be considered by the reader.  Each forward-looking statement speaks only as of the date of this announcement, January 30, 2025. Neither Shell plc nor any of its subsidiaries undertake any obligation to publicly update or revise any forward-looking statement as a result of new information, future events or other information. In light of these risks, results could differ materially from those stated, implied or inferred from the forward-looking statements contained in this announcement.

    Shell’s Net Carbon Intensity

    Also, in this announcement we may refer to Shell’s “Net Carbon Intensity” (NCI), which includes Shell’s carbon emissions from the production of our energy products, our suppliers’ carbon emissions in supplying energy for that production and our customers’ carbon emissions associated with their use of the energy products we sell. Shell’s NCI also includes the emissions associated with the production and use of energy products produced by others which Shell purchases for resale. Shell only controls its own emissions. The use of the terms Shell’s “Net Carbon Intensity” or NCI is for convenience only and not intended to suggest these emissions are those of Shell plc or its subsidiaries.

    Shell’s net-zero emissions target

    Shell’s operating plan, outlook and budgets are forecasted for a ten-year period and are updated every year. They reflect the current economic environment and what we can reasonably expect to see over the next ten years. Accordingly, they reflect our Scope 1, Scope 2 and NCI targets over the next ten years. However, Shell’s operating plans cannot reflect our 2050 net-zero emissions target, as this target is currently outside our planning period. In the future, as society moves towards net-zero emissions, we expect Shell’s operating plans to reflect this movement. However, if society is not net zero in 2050, as of today, there would be significant risk that Shell may not meet this target.

    Forward-Looking non-GAAP measures

    This announcement may contain certain forward-looking non-GAAP measures such as cash capital expenditure and divestments. We are unable to provide a reconciliation of these forward-looking non-GAAP measures to the most comparable GAAP financial measures because certain information needed to reconcile those non-GAAP measures to the most comparable GAAP financial measures is dependent on future events some of which are outside the control of Shell, such as oil and gas prices, interest rates and exchange rates. Moreover, estimating such GAAP measures with the required precision necessary to provide a meaningful reconciliation is extremely difficult and could not be accomplished without unreasonable effort. Non-GAAP measures in respect of future periods which cannot be reconciled to the most comparable GAAP financial measure are calculated in a manner which is consistent with the accounting policies applied in Shell plc’s consolidated financial statements.

    The contents of websites referred to in this announcement do not form part of this announcement.

    We may have used certain terms, such as resources, in this announcement that the United States Securities and Exchange Commission (SEC) strictly prohibits us from including in our filings with the SEC.  Investors are urged to consider closely the disclosure in our Form 20-F, File No 1-32575, available on the SEC website www.sec.gov.

    LEI number of Shell plc: 21380068P1DRHMJ8KU70
    Classification: Additional regulated information required to be disclosed under the laws of the United Kingdom

    The MIL Network